UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20–20—F

(Mark One)

   
[  ](Mark One)
o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
OR
 
[X]þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 
For the fiscal year ended December 31, 20022003
 
OR
 
[  ]o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from                      to                     .
Commission file number: 1-15060

For the transition period from            to           .

Commission file number: 1-15060

UBS AG

(Exact Name of Registrant as Specified in Its Charter)

Switzerland
(Jurisdiction of Incorporation or Organization)

Bahnhofstrasse 45
CH-8098 Zurich, Switzerland

and

Aeschenvorstadt 1,
CH-4051 Basel, Switzerland

(Address of Principal Executive Offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Please see the following page.

Securities registered or to be registered pursuant to Section 12 (g) of the Act:

None.

Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act:

Please see the following page.




Indicate the number of outstanding shares of each of the issuer’s classes of
capital or common stock as of 31 December 2002:2003:

Ordinary shares, par value CHF 0.80 per share: 1,256,297,6781,183,046,764 ordinary shares
(including 97,181,094111,360,692 treasury shares)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]No [ ]

Yes þ   No o

Indicate by check mark which financial statement item the registrant has
elected to follow.

Item 17 [ ]Item 18 [X]

Item 17 o   Item 18 þ

2


Securities registered or to be registered pursuant to Section 12(b) of the Act:

   
  Name of each exchange on
Title of each classwhich registered

 which registered
Ordinary Shares (par value of CHF 0.80 each) New York Stock Exchange
$300,000,000 7.25% Noncumulative Trust Preferred Securities New York Stock Exchange
$300,000,000 7.25% Noncumulative Company Preferred SecuritiesNew York Stock Exchange*
$300,000,000 Floating Rate Noncumulative Trust Preferred SecuritiesNew York Stock Exchange
$300,000,000 Floating Rate Noncumulative Company Preferred Securities New York Stock Exchange*
Subordinated Guarantee of UBS AG with respect to
Company Preferred Securities New York Stock Exchange*
$80,000,000 BULs due April 10, 2003American Stock Exchange
$40,000,000 BULs due April 28, 2003American Stock Exchange
$32,000,000 BULs due May 16, 2003American Stock Exchange
$54,000,000 BULs due September 1, 2006 American Stock Exchange
$4,500,000 BULs due October 17, 2006 American Stock Exchange
$46,000,000 PPNs due May 4, 2005 American Stock Exchange
$16,500,000 PPNs due June 3, 2005 American Stock Exchange
$8,129,000 PPNs due November 3, 2005 American Stock Exchange
$8,961,000 PPNs due December 5, 2005 American Stock Exchange
$31,517,000 PPNsEquity Linked Notes due November 5, 2007 American Stock Exchange
$52,000,000 PPNs due November 7, 2007 American Stock Exchange
$14,500,000 PPNs due December 7, 2007 American Stock Exchange
$20,000,000 PPNs due February 7, 2008 American Stock Exchange
$16,000,000 PPNs due February 28, 2008American Stock Exchange
$8,000,000 PPNs due November 2010 American Stock Exchange
$9,000,000 PPNs due April 25, 2009 American Stock Exchange
$6,900,000 PPNs due May 29, 2009 American Stock Exchange
$12,660,000 PPNs due September 8, 2010 American Stock Exchange
$17,842,000 PPNs due October 7, 2011 American Stock Exchange
$63,000,000 EASs30,000,000 PPNs due December 2, 2003Apr 2010 American Stock Exchange
$35,000,00024,223,000 PPNs due Oct 2009American Stock Exchange
$31,000,000 PPNs due May 2010American Stock Exchange
$133,000,000 EASs due January 15,May 2004 American Stock Exchange
$7,300,00074,000,000 EASs due February 4,August 2004 American Stock Exchange
$6,800,000 EASs23,000,000 PPNs due March 3, 2004June 2010American Stock Exchange
$10,000,000 PPNs due July 2010American Stock Exchange
$7,750,000 PPNs due August 2010American Stock Exchange
$5,100,000 PPNs due September 2009 American Stock Exchange

Securities registered or to be registered pursuant to Section12(g)Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section15(d)Section 15(d)
of the Act:

$1,500,000,000 8.622% Noncumulative Trust Preferred Securities
$1,500,000,000 8.622% Noncumulative Company Preferred Securities
$500,000,000 7.247% Noncumulative Trust Preferred Securities
$500,000,000 7.247% Noncumulative Company Preferred Securities
Subordinated Guarantee of UBS AG with respect to Company Preferred Securities
$14,000,000 Equity Linked Notes due February 1, 2007
$4,976,000 Equity Linked Notes due June 20, 2007
$150,000,000 Variable Rate Credit26,000,000 PPNs due August 2008
$9,200,000 EASs due October 2004
$23,000,000 EASs due October 2004
$11,200,000 PPNs due February 2011

3


$14,000,000 EASs due October 2004
$5,500,000 EASs due October 2004
$8,500,000 EASs due October 2004
$13,000,000 PPNs due July 2004
$9,000,000 EASs due November 2004
$5,000,000 EASs due November 2004
$2,000,000 EASs due November 2004
$3,600,620 EASs due November 2004
$6,393,920 EASs due November 2004
$4,012,800 EASs due November 2004
$4,677,030 EASs due November 2004
$4,500,000 PPNs due July 2009
$35,000,000 EASs due December 2004
$1,546,930 EASs due December 2004
$3,282,240 EASs due December 2004
$1,452,000 EASs due December 2004
$1,942,330 EASs due December 2004
$3,570,800 EASs due December 2004
$22,500,000 EASs due January 2005
$11,000,000 PPCNs due January 2012
$1,800,920 EASs due January 2005
$900,500 EASs due January 2005
$891,450 EASs due January 2005
$1,141,080 EASs due January 2005
$755,430 EASs due January 2005
$3,700,000 EASs due January 2005
$20,000,000 EASs due February 2005
$22,000,000 EASs due March 2005
$19,100,000 EASs due March 2005
$25,500,000 PPNs due January 2009
$26,000,000 EASs due April 2005
$11,500,000 CPNs due August 2009
$7,500,000 PPNs due February 2009
$15,500,000 PPNs due January 2012
$12,000,000 EASs due June 2005
$42,000,000 Commodity Linked Notes due October 24, 2003
$1,667,000 12.5% GOALs due June 23, 2003May 2005
Guarantees with respect to certain securities of UBS Americas Inc.


* Not for trading, but solely in connection with the registration of the corresponding Trust Preferred Securities.

4


TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
PART I
Item 1. Identity of Directors, Senior Management and Advisors.
Item 2. Offer Statistics and Expected Timetable.
Item 3. Key Information.
Item 4. Information on the Company.
Item 5. Operating and Financial Review and Prospects.
Item 6. Directors, Senior Management and Employees.
Item 7. Major Shareholders and Related Party Transactions.
Item 8. Financial Information.
Item 9. Financial Information.
Item 10.Additional Information.
Item 11. Quantitative and Qualitative Disclosures About Market Risk.
Item 12. Description of Securities Other than Equity Securities.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.
Item 15. Controls and Procedures.
Item 16. [Reserved].
Item 17. Financial Statements.
Item 18. Financial Statements.
Item 19. Exhibits.
SIGNATURES
CERTIFICATIONS UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Introduction
UBS Group Financial Highlights
UBS Group
Our Business Groups
Sources of Information about UBS
Information for Readers
Group Financial Review
Group Results
Review of Business Group Performance
Introduction
UBS Wealth Management & Business Banking
UBS Global Asset Management
UBS Warburg
UBS PaineWebber
Corporate Center
UBS Group Financial Statements
UBS Group Income Statement
UBS Group Balance Sheet
UBS Group Statement of Changes in Equity
UBS Group Statement of Cash Flows
Notes to the Financial Statements
Note 1 Summary of Significant Accounting Policies
Note 2a Segment Reporting by Business Group
Note 2b Segment Reporting by Geographic Location
Income Statement
Note 3 Net Interest and Trading Income
Note 4 Net Fee and Commission Income
Note 5 Other Income
Note 6 Personnel Expenses
Note 7 General and Administrative Expenses
Note 8 Earnings per Share (EPS) and Shares Outstanding
Balance Sheet: Assets
Note 9a Due from Banks and Loans
Note 9b Allowances and Provisions for Credit Losses
Note 9c Impaired Loans
Note 9d Non-Performing Loans
Note 10 Securities Borrowing, Securities Lending, Repurchase and Reverse Repurchase Agreements
Note 11 Trading Portfolio
Note 12 Financial Investments

Note 13 Investments in Associates
Note 14 Property and Equipment
Note 15 Goodwill and Other Intangible Assets
Note 16 Other Assets
Balance Sheet: Liabilities
Note 17 Due to Banks and Customers
Note 18 Debt Issued
Note 19 Other Liabilities
Note 20 Provisions
Note 21 Income Taxes
Note 21 Income Taxes (continued)
Note 22 Minority Interests
Note 23 Derivative Instruments
Off-Balance Sheet Information
Note 24 Fiduciary Transactions
Note 25 Commitments and Contingent Liabilities
Note 26 Operating Lease Commitments
Additional Information
Note 27 Pledged Assets
Note 28 Litigation
Note 29 Financial Instruments Risk Position
a) Market Risk
(a)(i) Overview
(a)(ii) Interest Rate Risk
(a)(iii) Currency Risk
(a)(iv) Equity Risk
(a)(v) Issuer Risk
b) Credit Risk
c) Liquidity Risk
Note 30 Fair Value of Financial Instruments
Note 32 Equity Participation Plans
a) Equity Participation Plans Offered
b) UBS share awards
c) UBS option awards
d) Compensation Expense
e) Pro-Forma Net Income
Note 33 Related Parties
Note 34 Post-Balance Sheet Events
Note 35 Significant Subsidiaries and Associates
Note 36 Acquisition of Paine Webber Group, Inc.
Note 37 Currency Translation Rates
Note 38 Swiss Banking Law Requirements
Reconciliation to US GAAP
Note 40 Additional Disclosures Required under US GAAP and SEC Rules
Report of the Group Auditors
UBS AG (Parent Bank)
Parent Bank Review
Income Statement
Balance Sheet
Financial Statements
Statement of Appropriation of Retained Earnings
Notes to the Financial Statements
Additional Income Statement Information
Net Trading Income
Extraordinary Income and Expenses
Additional Balance Sheet Information
Value Adjustments and Provisions
Statement of Shareholders’ Equity
Share Capital
Off-Balance Sheet and Other Information
Assets Pledged or Assigned as Security for Own Obligations, Assets Subject to Reservation of Title
Fiduciary Transactions
Due to UBS Pension Plans, Loans to Corporate Bodies/Related Parties
Report of the Statutory Auditors
Report of the Capital Increase Auditors
Additional Disclosure Required under SEC Regulations
A — Introduction
B — Selected Financial Data
Balance Sheet Data
US GAAP Income Statement Data
US GAAP Balance Sheet Data
Ratio of Earnings to Fixed Charges
C — Information on the Company
Property, Plant and Equipment
D -- Information Required by Industry Guide 3
Selected Statistical Information
Average Balances and Interest Rates
Analysis of Changes in Interest Income and Expense
Deposits
Short-term Borrowings
Loans
Loan Maturities
Impaired, Non-performing and Restructured Loans
Cross-Border Outstandings
Summary of Movements in Allowances and Provisions for Credit Losses
Allocation of the Allowances and Provisions for Credit Losses
Loans by industry sector
Loss History Statistics
Introduction
UBS Group Financial Highlights
The UBS Group
Our Business Groups
Sources of Information about UBS
THE UBS Group
Strategy, Structure and History
Strategy, Structure and History
The Business Groups
UBS Wealth Management&Business Banking
UBS Global Asset Management
UBS Warburg
UBS PaineWebber
Corporate Center
Risk Management and Control
Risk Analysis
Group Treasury
Corporate Governance
Introduction and Principles
Group Structure and Shareholders
Capital Structure
Board of Directors
Group Executive Board
Compensation, Shareholdings and Loans
Shareholders’ Participation Rights
Change of Control and Defensive Measures
Auditors
Information Policy: UBS Financial Disclosure Principles
Regulation and Supervision
Compliance with NYSE Listing Standards on Corporate Governance
Group Managing Board
Corporate Responsibility
UBS Share Information
The Global Registered Share
The UBS Share 2002
INDEX TO EXHIBITS
EX-1.1: ARTICLES OF ASSOCIATION OF UBS AG
EX-1.2: ORGANIZATION REGULATIONS OF UBS AG
EX-7: STATEMENT RE: RATIO OF EARNINGS
EX-10: CONSENT OF ERNST & YOUNG LTD.


CONTENTS

      
   Page
Cautionary Statement Regarding Forward-Looking Statements6
PART I
  
Cautionary Statement Regarding Forward-Looking Statements1
PART I3
Item 1. Identity of Directors, Senior Management and Advisors 38
 Item 2. Offer Statistics and Expected Timetable 38
 Item 3. Key Information 38
 Item 4. Information on the Company 38
 Item 5. Operating and Financial Review and Prospects 49
 Item 6. Directors, Senior Management and Employees 59
 Item 7. Major Shareholders and Related Party Transactions 510
 Item 8. Financial Information 610
 Item 9. The Offer and Listing 610
 Item 10. Additional Information 812
 Item 11. Quantitative and Qualitative Disclosures About Market Risk 1115
 Item 12. Description of Securities Other than Equity Securities 1216
PART II 13
 Item 13. Defaults, Dividend Arrearages and Delinquencies 1317
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 1317
 Item 15. Controls and Procedures 1317
 Item 16. [Reserved]16.A Audit Committee Financial Expert 1317
 Item 16.B Code of Ethics17
Item 16.C Principal Accountant Fees and Services17
Item 16.D Exemptions from the Listing Standards for Audit Committee17
PART III
Item 17. Financial Statements 1318
 Item 18. Financial Statements 1318
 Item 19. Exhibits 1318
Signatures 1419
Certifications under Section 302 of the Sarbanes-Oxley Act of 2002Index to Exhibits 1520
Index to ExhibitsARTICLES OF ASSOCIATION
STATEMENT RE RATIO OF EARNINGS TO FIXED CHARGES
CERTIFICATIONS
CERTIFICATIONS
CONSENT OF ERNST & YOUNG LTD

5


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This annual report contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as the information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. The words “anticipate”, “believe”, “expect”, “estimate”, “intend”, “plan”, “should”, “could”, “may” and other similar expressions are used in connection with forward-looking statements. In this annual report, forward-looking statements may, without limitation, relate to:

  The implementation of strategic initiatives, such as the implementation of the European wealth management strategy and our plans to continue to expand our corporate finance business;
 
  The development of revenues overall and within specific business areas, including the possibility of further losses in UBS Capital in 2003;areas;
 
  The development of operating expenses;
 
  The anticipated level of capital expenditures and associated depreciation expense;
 
  The expected impact of the risks that affect UBS’s business, including the risk of loss resulting from the default of an obligor or counterparty;
 
  Expected credit losses based upon UBS’s credit review; and
 
  Other statements relating to UBS’s future business development and economic performance.

     There can be no assurance that forward-looking statements will approximate actual experience. Several important factors exist that could cause UBS’s actual results to differ materially from expected results as described in the forward-looking statements. Such factors include:

  General economic conditions, including prevailing interest rates and performance of financial markets, which may affect demand for products and services and the value of our assets;
 
  Changes in UBS’s expenses associated with acquisitions and dispositions;
 
  General competitive factors, locally, nationally, regionally and globally;
 
  Industry consolidation and competition;
 
  Changes affecting the banking industry generally and UBS’s banking operations specifically, including asset quality;
 
  Developments in technology;
 
  Credit ratings and the financial position of obligors and counterparties;
 
  UBS’s ability to control risk in its businesses;
 
  Changes in tax laws in the countries in which UBS operates, which could adversely affect the tax advantages of certain of UBS’s products or subject it to increased taxation;
 
  Changes in accounting standards applicable to UBS, as more fully described below;


  Changes in investor confidence in the future performance of financial markets, affecting the level of transactions they undertake, and hence the levels of transaction-based fees UBS earns;
 
  Changes in the market value of securities held by UBS’s clients, affecting the level of asset-based fees UBS can earn on the services it provides; and
Changes in currency exchange rates, including the exchange rate for the Swiss franc into US dollars.

6


Changes in currency exchange rates, including the exchange rate for the Swiss franc into US dollars.

     UBS is not under any obligation to (and expressly disclaims any such obligations to) update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

The effect of future changes in accounting standards

     Included in the Notes to the Financial Statements is a description of the expected effect of accounting standards that have been issued but have not yet been adopted, for both IFRS and US GAAP.

     Although we believe that description includes all significant matters that have been approved by the IASB and the FASB, those standard-setting bodies have a large number of projects in process that could result in significant new accounting standards or significant changes to existing standards.

     This increased level of activity includes normal ongoing development and efforts to improve the existing body of accounting standards, and also is in response to a number of perceived deficiencies in accounting standards exemplified by reported abuses by various companies.

     We believe it is likely that several new accounting standards will be issued in the near future, and that those new standards could have a significant effect on our reported results of operations and financial position, but cannot predict the precise nature or amounts of any such changes.

- 2 -7


PART I

Item 1. Identity of Directors, Senior Management and Advisors.

     Not required because this Form 20-F is filed as an annual report.

Item 2. Offer Statistics and Expected Timetable.

     Not required because this Form 20-F is filed as an annual report.

Item 3. Key Information.

A—Selected Financial Data.

     Please see pages 195199 to 199203 of the attached Financial Report 2002.2003 U.S. Version, also referred to as “Financial Report 2003”.

Ratio of Earnings to Fixed Charges

     Please see page 199203 of the attached Financial Report 2002,2003, and Exhibit 7 to this Form 20-F.

B—Capitalization and Indebtedness.

     Not required because this Form 20-F is filed as an annual report.

C—Reasons for the Offer and Use of Proceeds.

     Not required because this Form 20-F is filed as an annual report.

D—Risk Factors.

     Please see pages 1620 and 1721 of the attached Financial Report 20022003.

Item 4. Information on the Company.

A—History and Development of the Company.

 
1-3 Please see page 65 of the attached Handbook 2002/20032003/2004 U.S. Version, also referred to as “Handbook 2003/2004”, and page 65 of the attached Financial Report 2002.2003.
 
 
4 Please see pages 18 and 19page 16 of the attached Handbook 2002/2003.2003/2004.
 
 
5, 6 Please see the sectionInformation for ReadersUBS Resultson pages 823 to 1538 of the attached Financial Report 2002,2003, in particular, subsectionssubsectionPaineWebber merger,Restructuring provisionandSignificant financial events; also see sectionGroup Resultson pages 20 to 32 of the attached Financial Report 2002, in particular, the subsections regarding PaineWebber merger-related costs.costs.
 
 
7 Not applicable.

B—Business Overview.

 
1, 2, 3, 5, 7 Please see sectionThe Business Groupson pages 2117 to 5144 of the attached Handbook 2002/20032003/2004 and the sectionSeasonal Characteristicson page 3914 of the attached Financial Report 2002.2003. For a breakdown of revenues by category of activity and geographic market for each of the last three financial years, please refer to Notes 2a and 2b to the Financial Statements, on pages 100 to 105 of the attached Financial Report 2003.

-3-


   Statements, on pages 96 to 99 of the attached Financial Report 2002.
4, 6 Not applicable.
 
 
8 Please see the sectionRegulation and Supervisionon pages 117104 to 120106 of the attached Handbook 2002/2003.2003/2004.

8


C—Organizational Structure.

     Please see Note 3536 to the Financial Statements on pages 153159 to 156162 of the attached Financial Report 2002.2003.

D—Property, Plant and Equipment.

     Please see the sectionProperty, Plant and Equipmenton page 199203 of the attached Financial Report 2002.2003.

Information Required by Industry Guide 3

     Please see pages 200204 to 216220 of the attached Financial Report 2002.2003.

Item 5. Operating and Financial Review and Prospects.

A—Operating Results.

     Please see sectionsInformation for ReadersOverview,Group Financial ReviewUBS ResultsandReview of Business Group PerformanceResultson pages 87 to 7475 of the attached Financial Report 2002.2003.

     Please also see Note 3940 to the Financial StatementsReconciliation of International Financial Reporting Standards (IFRS) to United States Generally Accepted Accounting Principles (US GAAP)on pages 160165 to 171177 of the attached Financial Report 20022003 and theCurrency managementsubsection of theGroup Treasurysection, on pages 84 to 8571 and 72 of the attached Handbook 2002/2003.2003/2004.

B—Liquidity and Capital Resources.

     We believe that our working capital is sufficient for the company’s present requirements.

     Group     UBS liquidity and capital management is undertaken at UBS by Group Treasury as an integrated asset and liability management function. For a detailed discussion of Group Treasury’s functions and results, including our capital resources, please see pages 7867 to 8774 of the attached Handbook 2002/2003,2003/2004, and Note 18 to the Financial StatementsDebt Issuedon pages 114 to 119121 and 122 of the attached Financial Report 2002.2003.

     For a discussion of UBS Group’sUBS’s balance sheet and cash flows, please see pages 26 to 2831, 32, 34 and 35 of the attached Financial Report 2002.2003.

     For a discussion of UBS’s long term credit ratings, please see theCapital Strengthsubsection of the sectionStrategy, Structure and HistoryCapital Managementon pages 10 and 11page 74 of the attached Handbook 2002/2003.2003/2004.

C—Research and Development, Patents and Licenses, etc.

     Not applicable.

D—Trend Information.

     Please seeOutlook 2003subsection of the sectionGroupUBS Resultson page 2834 of the attached Financial Report 2002,2003, and pages 15, 37, 4211, 12, 30, 34, 35 and 4941 of the attached Handbook 2002/2003,2003/2004, which contain more detailed trend information.

-4-E—Off-balance sheet arrangements.


     Please seeOff-balance sheetsubsection of the sectionUBS Resultson pages 32 to 34 of the attached Financial Report 2003.

F—Tabular disclosure of contractual obligations.

     Please seeContractual Obligationssubsection of the sectionUBS Results on page 32 of the attached Financial Report 2003.

Item 6. Directors, Senior Management and Employees.

A—Directors and Senior Management.

 
1, 2, 3 Please see pages 9581 to 10390 of the attached Handbook 2002/2003.2003/2004.
 
 
4 and 5 None.

9


B—Compensation.

     Please see theCompensation, Shareholdings and Loanssection on pages 10491 to 10895 of the attached Handbook 2002/20032003/2004 and also Notes 32 and 33 to the Financial Statements on pages 147151 to 152157 of the attached Financial Report 2002.2003.

C—Board Practices.

     Please see pages 9581 to 10086 of the attached Handbook 2002/20032003/2004 and Note 33 to the Financial Statements on pages 151155 to 152157 of the attached Financial Report 2002.2003.

D—Employees.

     Please see page 25pages 30-31 of the attached Financial Report 20022003.

E—Share Ownership.

     Please see the subsectionCompensation, Shareholdings and Loansin the chartsCorporate Governancesection on page 14pages 91 to 95 of the attached Handbook 2002/2003.

E—Share Ownership.

     Please see the sectionCompensation, Shareholdings and Loanson pages 104 to 108 of the attached Handbook 2002/20032003/2004 and also Notes 32 and 33 to the Financial Statements on pages 147151 to 152157 of the attached Financial Report 2002.2003.

Item 7. Major Shareholders and Related Party Transactions.

A—Major Shareholders.

     Please see pages 91 to 9277 and 139 and 14078 of the attached Handbook 2002/2003.2003/2004.

B—Related Party Transactions.

     For 2002 and 2001, please see Note 33 to the Financial Statements on pages 151 to 152 of the attached Financial Report 2002.

     The number of long-term stock options outstanding to members of the Board of Directors, Group Executive Board and Group Managing Board from equity participation plans was 4,693,458 at 31 December 2000.

     The total loans and advances receivable were CHF 36 million at 31 December 2000.

     The total amountsnumber of shares and warrants held by members of the Board of Directors (including those nominated for election to the Board of Directors at the annual general meeting to be held on 15 April 2004), and the Group Executive Board and parties closely linked to them was 3,152,617 at 31 December 2003 and 2,139,371 at 31 December 2002. The total number of shares held by these two groups plus the Group Managing Board were 7,583,184 and 69,504,577 as ofwas 4,068,918 at 31 December 2000.2001. No member of the Board of Directors or Group Executive Board is the beneficial owner of more than 1% of the Group’s shares at 31 December 2003.

C—Interests of Experts and Counsel.

     Not applicable because this Form 20-F is filed as an annual report.

-5-


Item 8. Financial Information.

A—Consolidated Statements and Other Financial Information.

     Please see Item 18 of this Form 20-F.

B—Significant Changes.

     UBS is not aware of any significant change that has occurred since the date of the annual financial statements included in this Form 20-F.

Item 9. The Offer and Listing.

A—Offer and Listing Details.

 
1, 2, 3, 5, 6, 7 Not required because this Form 20-F is filed as an annual report.
 
 
4 Please see page 138122 of the attached Handbook 2002/2003.2003/2004.

10


B—Plan of Distribution

     Not required because this Form 20-F is filed as an annual report.

C—Markets.

     UBS’s shares are traded on the virt-x, the New York Stock Exchange and the Tokyo Stock Exchange. The symbols are shown on page 135119 of the attached Handbook 2002/2003.2003/2004.

Trading on virt-x

     Since July 2001, Swiss blue chip stocks have no longer been traded on the SWX Swiss Exchange. All trading in the shares of members of the Swiss Market Index (SMI) now takes place on virt-x, although these stocks remain listed on the SWX Swiss Exchange. Altogether, approximately 600400 blue-chip stocks representing around 80% of European market capitalization are traded on virt-x, in the currency of their home market.

     virt-x is majoritywholly owned by the SWX Swiss Exchange. It provides an efficient and cost effective pan-European blue-chip market. It addresses the increasing requirement for equity investment to be conducted on a sectoral basis across Europe rather than being limited to national markets.

     virt-x is a Recognized Investment Exchange supervised by the Financial Services Authority in the United Kingdom. It is delivered on the modern, scalable SWX trading platform.

     Trading is possible on all target days, as specified by the European Central Bank. The opening hours are 06:00 to 22:00 CET and the trading hours are 09:00 to 17:30 CET. During the after-hours trading phase from 17:30 to 22:00 CET and in the pre-trading phase from 06:00 to 09:00 CET, orders can be entered or deleted. From 09:00 CET, once the opening price is set, trading begins. Orders are executed automatically according to established rules that match bid and asked prices. Regardless of their size or origin, incoming orders are executed on a price/time priority, i.e., in the order of price (first priority) and time received (second priority). Depending on the type of transaction, the order and trade details are also transmitted to data vendors (Reuters, Bloomberg, Telekurs, etc.).

     In most cases, each trade triggers an automatic settlement instruction which is routed through one of three central securities depositories (CSD); SIS SEGAINTERSETTLE AG, CRESTCo or Euroclear. Members can choose to settle from one or more accountaccounts within these CSD’s and when counterparties have selected different CSD’s, settlement will be cross-border. The introduction of a central counterparty is plannedAdditionally, virt-x introduced the first pan-European Central Counterparty (CCP) for the beginning of 2003 which will allow optional netting of trades.

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cross-border trading in May 2003.

     All trades executed through the order book settle on a uniform “T+3” basis, meaning that delivery and payment of exchange transactions occur three days after the trade date. The buyer is able to ask virt-x to enforce settlement if the seller has not delivered within twothree days of the intended settlement date.

     Any transaction executed under the rules of virt-x must be reported to virt-x. Order book executions are automatically reported by the trading system. There are separate provisions for the delayed reporting of certain qualifying trades. Individual elements of Portfolio Trades must be reported within one hour while Block Trades and enlarged risk trades must be reported when the business is substantially (80%) complete, or by the end of order book trading that day, unless the trade is agreed one hour or less before the market close, when the Trade must be reported by the end of order book trading on the following market day. Block Trades and Enlarged Risk Trades are subject to minimum trade size criteria. During normal trading hours all other transactions must be reported within three minutes. The Enlarged Risk Trades provisions enable a member to protect a client’s interest while the member works a large trade on behalf of the client. The Block Trade provisions allow a member a publication delay when the member has executed a large transaction for a client; the delay gives the member time in which to offset the risk of the large trade.

     In the event of extraordinary situations such as large price fluctuations and other situations likely to hamper fair and orderly trading, virt-x may take whatever measures it deems necessary to maintain fair and orderly markets. A listed security may be suspended, the opening of trading in that security may be delayed or continuous trading may be interrupted.

Trading on the New York Stock Exchange

     UBS listed its shares on the New York Stock Exchange (“NYSE”) on 16 May 2000.

     As of 31 December 2002,2003, the equity securities of nearly 2,800 corporations were listed on the NYSE. Non-US issuers, currently over 470 in number with a combined market valuation exceeding USD 45.8 trillion, are playing an increasingly important role on the NYSE.

11


     The NYSE is open Monday through Friday, 9:30 A.M. - 4:00 P.M., EST.

     The NYSE is an agency auction market. Trading at the NYSE takes place by open bids and offers by Exchange members, acting as agents for institutions or individual investors. Buy and sell orders meet directly on the trading floor, and prices are determined by the interplay of supply and demand. In contrast, in the US over-the-counter market, the price is determined by a dealer who buys and sells out of inventory.

     At the NYSE, each listed stock is assigned to a single post where the specialist manages the auction process. NYSE members bring all orders for NYSE-listed stocks to the Exchange floor either electronically or through a floor broker. As a result, the flow of buy and sell orders for each stock is funnelled to a single location.

     This heavy stream of diverse orders is one of the great strengths of the Exchange. It provides liquidity — the ease with which securities can be bought and sold without wide price fluctuations.

     When an investor’s transaction is completed, the best price will have been exposed to a wide range of potential buyers and sellers.

     Every transaction made at the NYSE is under continuous surveillance during the trading day. Stock Watch, a computer system that searches for unusual trading patterns, alerts NYSE regulatory personnel to possible insider trading abuses or other prohibited trading practices. The NYSE’s other regulatory activities include the supervision of member firms to enforce compliance with financial and operational requirements, periodic checks on brokers’ sales practices, and the continuous monitoring of specialist operations.

-7-


Trading on the Tokyo Stock Exchange

     The volume of UBS shares traded on the Tokyo Stock Exchange is negligible in comparison to the volume on virt-x or on the NYSE.

D—Selling Shareholders.

     Not required because this Form 20-F is filed as an annual report.

E—Dilution.

     Not required because this Form 20-F is filed as an annual report.

F—Expenses of the Issue.

     Not required because this Form 20-F is filed as an annual report.

Item 10. Additional Information.

A—Share Capital.

     Not required because this Form 20-F is filed as an annual report.

B—Memorandum and Articles of Association.

     Please see:

 a) Item 14 of our registration statement on Form 20-F filed 9 May 2000. Please see Articles of Association of UBS AG filed as Exhibit 1.1 and Organization Regulations of UBS AG filed as Exhibits 1.1 andExhibit 1.2 respectively.on Form 20-F filed on March 19, 2003.
 
 b) The sectionGlobal Registered Shareon pages 134 to 135118 and 119 of the attached Handbook 2002/2003 which provides details of recent changes relating to the par value of the UBS share.2003/2004.
 
 c) Pages 76 and 134118 of the attached Handbook 2002/20032003/2004 which provide details of our new transfer agent in the US, Mellon Investor Services.

12


C—Material Contracts.

     None.

D—Exchange Controls.

     There are no restrictions under UBS’s Articles of Association or Swiss law, presently in force, that limit the right of non-resident ornor foreign owners to hold UBS’s securities freely. There are currently no Swiss foreign exchange controls or other Swiss laws restricting the import or export of capital by UBS or its subsidiaries. In addition, there are currently no restrictions under Swiss law affecting the remittance of dividends, interest or other payments to non-resident holders of UBS securities.

E—Taxation.E-Taxation.

     This section outlines the material Swiss tax and United States federal income tax consequences of the ownership of UBS ordinary shares by a US holder (as defined below) who holds UBS ordinary shares as capital assets. It is designed to explain the major interactions between Swiss and US taxation for US persons who hold UBS shares.

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     The discussion does not address the tax consequences to persons who hold UBS ordinary shares in particular circumstances, such as tax-exempt entities, banks, financial institutions, insurance companies, broker-dealers, traders in securities that elect to mark to market, holders liable for alternative minimum tax, holders that actually or constructively own 10% or more of the voting stock of UBS, holders that hold UBS ordinary shares as part of a straddle or a hedging or conversion transaction or holders whose functional currency for US tax purposes is not the US dollar. This discussion also does not apply to holders who acquired their UBS ordinary shares pursuant to the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan.

     The discussion is based on the tax laws of Switzerland and the United States, including the US Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, as in effect on the date of this document, as well as the convention between the United States of America and Switzerland, which we call the “Treaty,” all of which may be subject to change or change in interpretation, possibly with retroactive effect.

     For purposes of this discussion, a “US holder” is any beneficial owner of UBS ordinary shares that is:

  a citizen or resident of the United States,
 
  a corporation or other entity taxable as a corporation organized under the laws of the United States or any political subdivision of the United States,
 
  an estate the income of which is subject to United States federal income tax without regard to its source, or
 
  a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.

     The discussion does not generally address any aspects of Swiss taxation other than income and capital taxation or of United States taxation other than federal income taxation. Holders of UBS shares are urged to consult their tax advisors regarding the United States federal, state and local and the Swiss and other tax consequences of owning and disposing of these shares.shares in their particular circumstances.

Ownership of UBS Ordinary Shares—SwissShares-Swiss Taxation

Dividends and Distributions

     Dividends paid by UBS to a holder of UBS ordinary shares (including dividends on liquidation proceeds and stock dividends) are subject to a Swiss federal withholding tax at a rate of 35%. The withholding tax must be withheld from the gross distribution, and be paid to the Swiss Federal Tax Administration.

13


     A US holder that qualifies for Treaty benefits may apply for a refund of the withholding tax withheld in excess of the 15% Treaty rate. The claim for refund must be filed with the Swiss Federal Tax Administration, Eigerstrasse 65, CH-3003 Berne, Switzerland no later than December 31 of the third year following the end of the calendar year in which the income subject to withholding was due. The form used for obtaining a refund is Swiss Tax Form 82 (82C for companies; 82E for other entities; 82I821 for individuals), which may be obtained from any Swiss Consulate General in the United States or from the Swiss Federal Tax Administration at the address above. The form must be filled out in triplicate with each copy duly completed and signed before a notary public in the United States. The form must be accompanied by evidence of the deduction of withholding tax withheld at the source.

     Repayment of capital in the form of a par value reduction is not subject to Swiss withholding tax.

-9-


Transfers of UBS Ordinary Shares

     The sale of UBS ordinary shares, whether by Swiss resident or non-resident holders (including US holders), may be subject to a Swiss securities transfer stamp duty of up to 0.15% calculated on the sale proceeds if it occurs through or with a bank or other securities dealer in Switzerland as defined in the Swiss Federal Stamp Tax Act. In addition to the stamp duty, the sale of UBS ordinary shares by or through a member of a recognized stock exchange may be subject to a stock exchange levy. Capital gains realized by a US holder upon the sale of UBS ordinary shares are not subject to Swiss income or gains taxes, unless such US holder holds such shares as business assets of a Swiss business operation qualifying as a permanent establishment for the purposes of the Treaty. In the latter case, gains are taxed at ordinary Swiss individual or corporate income tax rates, as the case may be, and losses are deductible for purposes of Swiss income taxes.

Ownership of UBS Ordinary Shares—UnitedShares-United States Federal Income Taxation

Dividends and Distribution

     Subject to the passive foreign investment company rules discussed below, US holders will include in gross income the gross amount of any dividend paid, before reduction for Swiss withholding taxes, by UBS out of its current or accumulated earnings and profits, as determined for United States federal income tax purposes, as ordinary income when the dividend is actually or constructively received by the US holder. Dividends paid to a noncorporate US holder in taxable years beginning after December 31, 2002 and before January 1, 2009 that constitute qualified dividend income will be taxable to the holder at a maximum rate of 15%, provided that the holder has a holding period in the shares of more than 60 days during the 120-day period beginning 60 days before the ex-dividend date and meets other holding period requirements. On February 19, 2004, the IRS announced that it will permit taxpayers to apply a proposed legislative change to the holding period requirement described in the preceding sentence as if such change were already effective. This legislative “technical correction” would change the minimum required holding period, retroactive to January 1, 2003, to more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. Dividends paid by UBS with respect to the shares will generally be qualified dividend income.

     For United States federal income tax purposes, a dividend will include a distribution characterized as a repayment of capital in the form of a par value reduction, if the distribution is made out of current or accumulated earnings and profits, as described above.

     Dividends will be income from sources outside the United States for foreign tax credit limitation purposes, but generally will be “passive income” or “financial services income,” which are treated separately from other types of income for foreign tax credit limitation purposes. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the maximum 15% rate. The dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of the dividend distribution included in income of a US holder will be the US dollar value of the Swiss franc payments made, determined at the spot Swiss franc/US dollar rate on the date such dividend distribution is included in the income of the US holder, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend distribution is included in income to the date such dividend distribution is converted into US dollars will be treated as ordinary income or loss. Such gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a return of capital to the extent of the US holder’s basis in its UBS ordinary shares and thereafter as capital gain.

     Subject to certain limitations, the Swiss tax withheld in accordance with the Treaty and paid over to Switzerland will be creditable against the US holder’s United States federal income tax liability. To the extent a refund of the tax withheld is available to a US holder

14


under the laws of Switzerland or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against the US holder’s United States federal income tax liability, whether or not the refund is actually obtained.

     Stock dividends to US holders that are made as part of a pro rata distribution to all shareholders of UBS generally will not be subject to United States federal income tax. US holders that received a stock dividend that is subject to Swiss tax but not US tax may not have enough foreign income for US tax purposes to receive the benefit of the foreign tax credit associated with that tax, unless the holder has foreign income from other sources.

Transfers of UBS Ordinary Shares

     Subject to the passive foreign investment company rules discussed below, a US holder that sells or otherwise disposes of UBS ordinary shares generally will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the US dollar value of the amount realized and the tax basis,

-10-


determined in US dollars, in the UBS ordinary shares. Capital gain of a non-corporate US holder that is recognized on or after May 6, 2003 and before January 1, 2009 is generally taxed at a maximum rate of 20%15% if the UBS ordinary shares were held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Passive Foreign Investment Company Rules

     UBS believes that UBS ordinary shares should not be treated as stock of a passive foreign investment company for United States federal income tax purposes, but this conclusion is a factual determination made annually and thus may be subject to change. In general, UBS will be a passive foreign investment company with respect to a US holder if, for any taxable year in which the US holder held UBS ordinary shares, either (i) at least 75% of the gross income of UBS for the taxable year is passive income or (ii) at least 50% of the value, determined on the basis of a quarterly average, of UBS’s assets is attributable to assets that produce or are held for the production of passive income.income (including cash). If UBS were to be treated as a passive foreign investment company, then unless a US holder makes a mark-to-market election, gain realized on the sale or other disposition of UBS ordinary shares would in general not be treated as capital gain. Instead, a US holder would be treated as if the holder had realized such gain and certain “excess distributions” ratably over the holder’s holding period for the shares and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. In addition, dividends received from UBS would not be eligible for the preferential tax rate applicable to qualified dividend income if UBS were to be treated as a passive foreign investment company either in the taxable year of the distribution or the preceding taxable year, but would instead be taxable at rates applicable to ordinary income.

F—Dividends and Paying Agents.

     Not required because this Form 20-F is filed as an annual report.

G—Statement by Experts.

     Not required because this Form 20-F is filed as an annual report.

H—Documents on Display.

     UBS files periodic reports and other information with the Securities and Exchange Commission. You may read and copy any document that UBS fileswe file with the SEC on the SEC’s website, www.sec.gov, or at the SEC’s public reference room at 450 Fifth Street N.W.,NW, Washington, D.C.DC, 20549. Please call the SEC at 1-800-SEC-0330 (in the US) or at +1 202 942 8088 (outside the US) for further information on the operation of its public reference room. You may also inspect UBS’sour SEC reports and other information at the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and the American Stock Exchange LLC, 86 Trinity Place, New York, NY 10006. Some10005. Much of this additional information may also be found on the UBS website at www.ubs.com/investors. http://www.ubs.com/investors.

I—Subsidiary Information.

     Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk.

A—Quantitative Information About Market Risk.

15


Please see the sectionMarket Riskon pages 7160 to 7564 of the attached Handbook 2002/2003.2003/2004.

B—Qualitative Information About Market Risk.

     Please see the sectionMarket Riskon pages 7160 to 7564 of the attached Handbook 2002/2003.2003/2004.

C—Interim Periods.

     Not applicable.

-11-


D—Safe Harbor.

     The safe harbor provided in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (“statutory safe harbors”) applies to information provided pursuant to paragraphs (a), (b) and (c) of this Item 11.

E—Small Business Issuers.

     Not applicable.

Item 12. Description of Securities Other than Equity Securities.

     Not required because this Form 20-F is filed as an annual report.

-12-16


PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies.

     There has been no material default in respect of any indebtedness of UBS AG or any of its significant subsidiaries or any arrearages of dividends or any other material delinquency not cured within 30 days relating to any preferred stock of UBS AG or any of its significant subsidiaries.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.

     Not applicable.

Item 15. Controls and Procedures.

     Please see page 116103 of the attached Handbook 2002/2003.2003/2004.

Item 16. [Reserved].16.A Audit Committee Financial Expert

     See subsectionCompliance with NYSE Standards on Corporate Governancein our Corporate Governance section on page 108 of the attached Handbook 2003/2004.

Item 16.B Code of Ethics

     See subsectionCompliance with NYSE Listing Standards on Corporate Governancein ourCorporate Governancesection on page 109 of the attached Handbook 2003/2004. The code is published on our website under http://www.ubs.com/corporate-governance.

Item 16.C Principal Accountant Fees and Services

     See subsectionAuditorsin ourCorporate Governancesection on pages 99 to 101 of the attached Handbook 2003/2004.

Item 16.D Exemptions from the Listing Standards for Audit Committee

     Not applicable.

17


PART III

Item 17. Financial Statements.

     Not applicable.

Item 18. Financial Statements.

     The Financial Statements included on pages 77 to 177184 of the attached Financial Report 20022003 are incorporated by reference herein.

Item 19. Exhibits.

   
Exhibit  
Number
 Description
1.1. Articles of Association of UBS AG.
   
1.2. Organization Regulations of UBS AG (incorporated by reference to Exhibit 1.2 to UBS AG’s Annual Report on Form 20-F for the fiscal year ended December 31, 2002).
2(b).Instruments defining the rights of the holders of long-term debt issued by UBS AG and its subsidiaries.
We agree to furnish to the SEC upon request, copies of the instruments, including indentures, defining the rights of the holders of our long-term debt and of our subsidiaries’ long-term debt.
7.Statement regarding ratio of earnings to fixed charges.
8.Significant Subsidiaries of UBS AG.

Please see Note 36 on pages 159 to 162 of the attached Financial Report 2003.
12.The certifications required by Rule 13(a)-14(a) (17 CFR 240.13a-14(a)).
13.The certifications required by Rule 13(a)-14(b) (17 CFR 240.13a-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
14.Consent of Ernst & Young Ltd

18


SIGNATURES

     The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
UBS AG
/s/ Peter A. Wuffli  
Name:  Peter A. Wuffli 
Title:  Chief Executive Officer 
/s/ Hugo Schaub  
Name:  Hugo Schaub 
Title:  Group Controller 
Date: March 31, 2004 

19


INDEX TO EXHIBITS

Exhibit
Number
Description
1.1.Articles of Association of UBS AG.
   
1.2.Organization Regulations of UBS AG (incorporated by reference to Exhibit 1.2 to UBS AG’s Annual Report on Form 20-F for the fiscal year ended December 31, 2002).
2(b). Instruments defining the rights of the holders of long-term debt issued by UBS AG and its subsidiaries.

We agree to furnish to the SEC upon request, copies of the instruments, including indentures, defining the rights of the holders of our long-term debt and of our subsidiaries’ long-term debt.
   
7. Statement regarding ratio of earnings to fixed charges.
   
8. Significant Subsidiaries of UBS AG.

Please see Note 35 on pages 153 to 156 of the attached Financial Report 2002.
10.Consent of Ernst & Young Ltd.

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SIGNATURES

     The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

   
  UBS AG
/s/  Peter A. Wuffli
————————————————————————
Name:    Peter A. Wuffli
Title:      PresidentPlease see Note 36 on pages 159 to 162 of the Group Executive Board
attached Financial Report 2003.
   
/s/  Hugo Schaub
————————————————————————
Name:    Hugo Schaub
Title:      Group Controller
Date: March 19, 2003

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CERTIFICATIONS UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter A. Wuffli, certify that:

1.I have reviewed this annual report on Form 20-F of UBS AG;
2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.12. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:certifications required by Rule 13(a)-14(a) (17 CFR 240.13a-14(a)).

       a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
       b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
       c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

       a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
       b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

   
Date: March 19, 2003
/s/ Peter A. Wuffli

Name:    Peter A. Wuffli
Title:      President of the Group Executive Board
              (principal executive officer)

-15-


I, Hugo Schaub, certify that:

1.I have reviewed this annual report on Form 20-F of UBS AG;
2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.13. The registrant’s other certifying officerscertifications required by Rule 13(a)-14(b) (17 CFR 240.13a-14(b)) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

       a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
       b) evaluated the effectivenessSection 1350 of Chapter 63 of Title 18 of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); andUnited States Code (18 U.S.C. 1350).
       c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

       a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
       b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

   
Date: March 19, 200314. 
/s/ Hugo Schaub

Name:    Hugo Schaub
Title:     Group Controller
              (principal accounting officer and
              principal financial officer)
Consent of Ernst & Young Ltd

-16-20


     (UBS LOGO)

       Financial Report 2003 U.S. Version

(COVER GRAPHIC)


     
  1
2
3
4
6 
     
7
8
10
12
15
20
    
Introduction
UBS Group Financial Highlights2Results
UBS Group3
Our Business Groups4
Sources of Information about UBS5
Information for Readers8
Group Financial Review
  19
Group Results2023 
     
39
40
50
56
65
72
    
35
Introduction36
UBS Wealth Management &
Business Banking
42
UBS Global Asset Management52
UBS Warburg57
UBS PaineWebber66
Corporate Center72
UBS Group Financial Statements
  77 
 
  179185 
 
  193197 

Introduction

Introduction

TheOur Financial Report 2002 forms an essential part of our annual reporting portfolio. It includes the audited Financial Statements of the UBS Group for 2002 and 2001,2003, prepared according to International Financial Reporting Standards (IFRS) and reconciled to the United States’ Generally Accepted Accounting Principles (US GAAP), and the audited financial statements of UBS AG (the “Parent Bank”) for 2002 and 2003, prepared according to Swiss Banking Law requirements. It also contains a discussion and analysis of the financial and business performance of the UBS Group and its Business Groups, and additional disclosures required under Swiss and US regulations.

The Financial Report should be read in conjunction with the other information published by UBS, described on pages 5 and 6.page 4.

We sincerely hope that you will find the information in our reporting documentsannual reports useful and informative. We believe that UBS is amongone of the leaders in corporate disclosure, butalthough we would be very interested to hear your views on how we might improve the content, information and presentation of our information portfolio.

the reporting products that we publish.




Mark Branson
Chief Communication Officer
UBS AG



1


                                                                                 Profile

 

Introduction



UBS Group Financial Highlights

 

1Operating expenses/operating incomebefore credit loss expense.
2Excludes the amortization of goodwilland other intangible assets.
3For EPS calculation, see Note 8 to theFinancial Statements.
4Net profit/average shareholders’ equityexcluding dividends.
5Includes hybrid Tier 1 capital, pleaserefer to Note 29e in the Notes to the Financial Statements.
6Klinik Hirslanden was sold on 5December 2002. The Group headcount does not include the Klinik Hirslanden headcount of 2,450 and 1,839 for 31 December 2001 and 31 December 2000, respectively.
7See the Capital strength section onpages 10 and 11 of the UBS Handbook 2002/2003.
8Details of significant financial eventscan be found in the Group Financial Review section.
The segment results have been restated to reflect the new Business Group structure and associated management accounting changes implemented during 2002.
All results presented include PaineWebber from the date of acquisition, 3 November 2000.
                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Income statement key figures
                
Operating income  33,972   34,121   37,114   0 
Operating expenses  25,624   29,577   30,396   (13)
Operating profit before tax  8,348   4,544   6,718   84 
Net profit  6,385   3,535   4,973   81 
Cost / income ratio (%)1
  75.2   86.2   80.8     
 
Per share data (CHF)
                
Basic earnings per share2
  5.72   2.92   3.93   96 
Diluted earnings per share2
  5.61   2.87   3.78   95 
 
Return on shareholders’ equity (%)3
  18.2   8.9   11.7     
 
                 
CHF million, except where indicated % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Income statement key figures
                
Operating income  34,121   37,114   36,402   (8)
Operating expenses  29,577   30,396   26,203   (3)
Operating profit before tax  4,544   6,718   10,199   (32)
Net profit  3,535   4,973   7,792   (29)
Cost/income ratio (%)1
  86.2   80.8   72.2     
Cost/income ratio before goodwill (%)1, 2
  79.0   77.3   70.4     

Per share data (CHF)
                
Basic earnings per share3
  2.92   3.93   6.44   (26)
Basic earnings per share before goodwill2, 3
  4.73   4.97   7.00   (5)
Diluted earnings per share3
  2.87   3.78   6.35   (24)
Diluted earnings per share before goodwill2, 3
  4.65   4.81   6.89   (3)

Return on shareholders’ equity (%)
                
Return on shareholders’ equity4
  8.9   11.7   21.5     
Return on shareholders’ equity before goodwill2, 4
  14.4   14.8   23.4     

CHF million, except where indicated           % change from
As at  31.12.02   31.12.01   31.12.00   31.12.01 

Balance sheet key figures
                
Total assets  1,181,118   1,253,297   1,087,552   (6)
Shareholders’ equity  38,991   43,530   44,833   (10)

Market capitalization
  79,448   105,475   112,666   (25)

BIS capital ratios
                
Tier 1 (%)5
  11.3   11.6   11.7   7 
Total BIS (%)  13.8   14.8   15.7     
Risk-weighted assets  238,790   253,735   273,290   (6)

Invested assets (CHF billion)
  2,037   2,448   2,445   (17)

Headcount (full-time equivalents)
  69,061   69,9856   71,0766   (1)

Long-term ratings7
   ��            
Fitch, London AAA AAA AAA    
Moody’s, New York Aa2 Aa2 Aa1    
Standard & Poor’s, New York AA+ AA+ AA+    

 
Earnings adjusted for significant financial events and pre-goodwill2, 8
CHF million, except where indicated           % change from
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Operating income  33,894   37,114   36,402   (9)
Operating expenses  27,117   29,073   25,096   (7)
Operating profit before tax  6,777   8,041   11,306   (16)
Net profit  5,529   6,296   8,799   (12)

Cost/income ratio (%)1
  79.5   77.3   69.2     
Basic earnings per share (CHF)3
  4.57   4.97   7.28   (8)
Diluted earnings per share (CHF)3
  4.50   4.81   7.17   (6)

Return on shareholders’ equity (%)4
  13.9   14.8   24.3     

                 
CHF million, except where indicated             % change from 
As at 31.12.03  31.12.02  31.12.01  31.12.02 
 
Balance sheet key figures
                
Total assets  1,386,000   1,181,118   1,253,297   17 
Shareholders’ equity  35,446   38,991   43,530   (9)
 
Market capitalization
  95,401   79,448   105,475   20 
 
BIS capital ratios
                
Tier 1 (%)4
  11.8   11.3   11.6     
Total BIS (%)  13.3   13.8   14.8     
Risk-weighted assets  251,901   238,790   253,735   5 
 
Invested assets (CHF billion)
  2,209   2,037   2,448   8 
 
Headcount (full-time equivalents)
                
Switzerland  26,662   27,972   29,163   (5)
Europe (excluding Switzerland)  9,906   10,009   9,650   (1)
Americas  25,511   27,350   27,463   (7)
Asia Pacific  3,850   3,730   3,709   3 
Total  65,929   69,061   69,985   (5)
 
Long-term ratings5
                
Fitch, London AA+  AAA  AAA     
Moody’s, New York Aa2  Aa2  Aa2     
Standard & Poor’s, New York AA+  AA+  AA+     
 
1 Operating expenses/operating income less credit loss expense or recovery.  2 For the EPS calculation, see Note 8 to the Financial Statements.  3 Net profit/average shareholders’ equity less dividends.  4 Includes hybrid Tier 1 capital, please refer to Note 29 in the Notes to the Financial Statements.  5 See the Capital strength section on page 74 of the Handbook 2003/2004.

Throughout this report, 2001 and 2002 segment results have been restated to reflect the transfer of the Private Banks & GAM to Corporate Center.



2


UBS Group

UBS at a Glance

 

UBS is one of the world’s leading financial firms, serving a discerning global client base. As an organization, we combineit combines financial strength with a global culture that embraces change. We are the world’s leading provider of wealth management services and one of the largest asset managers globally. In the investment banking and securities businesses, we are among the select bracket of major global houses. In Switzerland, we are the clear market leader serving corporate and retail clients. As an integrated firm, we createUBS creates added value for our clients by drawing on the combined resources and expertise of all ourits businesses.

Our first priority

     UBS is always our clients’ successpresent in all major financial centers worldwide, with offices in 50 countries. UBS employs 65,929 people, 40% of whom are located in Switzerland, 39% in the Americas, 15% in Europe and we put advice at6% in Asia Pacific.
     UBS is one of the heart of our relationships with them. We takebest-capitalized financial institutions in the time to understand the unique needs and goals of each of our clients. Our priority is to provide premium quality services to our clients, giving them the best possible choice by supplementing best-in-class solutions we develop ourselvesworld, with a quality-screened selectionBIS Tier 1 ratio of products from others.

With head offices in Zurich11.8%, invested assets of CHF 2.2 trillion, shareholders’ equity of CHF 35.4 billion and Basel, and more than 69,000 employees, we operate in over 50 countries and from all major international financial centers. Our global physical presence is complemented by our strategymarket capitalization of offering clients products and services via a variety of different channels — from the traditional retail bank branch to sophisticated, interactive online tools, helping us to deliver our services more quickly, widely and cost-effectively than ever before.

CHF 95.4 billion on 31 December 2003.


Businesses

3


Profile

Our Business Groups

All our Business Groups are in the top echelons of their sectors globally and are committed to vigorously growing their franchises.

UBS Wealth Management & Business Bankingmanagement

UBS Wealth Management & Business Banking is the world’s leading wealth management businessbusiness. In the US, it is one of the biggest private client businesses with a client base of nearly 2 million investors. Its American network of 7,766 financial advisors manages CHF 634 billion in invested assets and the leading corporateprovides sophisticated services through consultative relationships with affluent and retail bank in Switzerland. Almost 3,300high net worth clients. UBS also has more than 140 years of private banking client advisors, working from officesexperience around the world, with an extensive global network of 168 offices and CHF 701 billion in invested assets. Some 3,300 client advisors provide a comprehensive range of in-house and third party products and services customized for wealthy individuals. The Business Banking unit, holding roughly a quarter of the Swiss lending market, offers comprehensiveindividuals, ranging from asset management to estate planning and from corporate finance to art banking.

Investment banking and securities services for 3.5 million individuals and 180,000 corporate clients in Switzerland as well as 5,000 financial institutions worldwide.

UBS Global Asset Management

UBS Global Asset Management is a leading institutional asset manager and mutual fund provider, with invested assets of CHF 557 billion. It offers a broad range of asset management services and products for institutional clients and financial intermediaries across the world.

UBS Warburg

UBS Warburg is a global investment banking and securities firm.firm with a strong institutional and corporate client franchise. Consistently placingplaced in the top tiertiers of major industry rankings, it is a leading player in the global primary and secondary markets for equity, equity-linked and fixed incomeequity derivative products. In investment banking, it provides first-class advice and execution capabilities to its corporate client base worldwide. SharplyIn fixed income, it is a first-rate global player. In foreign exchange, it places first in many key industry rankings. All its businesses are sharply client-focused, it providesproviding innovative products, top-quality research and comprehensive access to the world’s capital markets for itsmarkets.

Asset management

UBS is a leading asset manager with invested assets of CHF 574 billion. It provides investment management solutions to private clients, financial intermediates and institutional investors across the world.

Swiss corporate and institutionalindividual clients and for the rest of UBS.

UBS PaineWebber

UBS PaineWebber is the fourth largest private client business in the US, withholds roughly a client base of over 2 million private investors — focused on the most affluent in the country. Its network of almost 9,000 financial advisors manage CHF 584 billion in invested assets and provide sophisticated wealth management services to their clients.

Corporate Center

The rolequarter of the Swiss lending market, offering comprehensive banking and securities services for 3.5 million individual and 150,000 corporate clients in Switzerland.

Corporate Center

The Corporate Center is to ensure thatpartners with the Business Groups, operateensuring that the firm operates as a coherent and effectiveintegrated whole in alignment with UBS’s overall corporate goals. The scopea common vision and set of Corporate Center’s activities covers financial and capital management, risk management and control, branding, communication, legal advice and human resources management.values.



43


Introduction



Sources of Information about UBS

This Financial Report contains our audited Financial Statements for the year 20022003 and the related detailed analysis. You can find out more about UBS from the sources shown below.below.

 

Publications

Publications

This Financial Report is available in English and German. (SAP-R/3 80531-0301)(SAP no. 80531-0401).

Annual Review 20022003

Our Annual Review contains a short description of UBS whatand our vision and values are,Business Groups, as well as a summary review of our performance in the year 2002.2003. It is available in English, German, French, Italian, Spanish and Spanish. (SAP-R/3 80530-0301)Japanese. (SAP no. 80530-0401).

Handbook 2002/20032003/2004

OurThe Handbook 2002/20032003/2004 contains a detailed description of UBS, itsour strategy, organization, and the businesses, that make it up.as well as our financial management including credit, market and operational risk, our treasury processes and details of our corporate governance. It is available in English and German. (SAP-R/3 80532-0301)(SAP no. 80532-0401).

Quarterly reports

We provide detailed quarterly financial reporting and analysis, including comment on the progress of our businesses and key strategic initiatives. These quarterly reports are available in English.

How to order reports

Each of these reports is available on the internet at: www.ubs.com/www.ubs.com / investors, in the “Financials”Financials section. Alternatively, printed copies can be ordered, quoting the SAP number and the language preference where applicable, from UBS AG, Information Center, CA50-XMB, P.O. Box, CH-8098 Zurich, Switzerland.

E-informationInformation tools for investors

Website

Our InvestorsAnalysts and AnalystsInvestors website at www.ubs.com/www.ubs.com / investors offers a wide range of information about UBS, including our financial reporting, media releases, UBSinformation (including SEC filings), corporate information, share price graphs and data, corporatean event calendar, and dividend information and copies of recent presen-

tationspresentations given by members of senior management to investors at external conferences.
Our internet-based information is available in English and German, with some sections in French and Italian.Italian as well.

Messenger service

On the Investors and Analysts website, you can register to receive news alerts about UBS via Short Messaging System (SMS) or e-mail. Messages are sent in either English or German and users are able to state their preferences for the topics of the alerts received.

Results presentations

Senior management present UBS’s results every quarter. These presentations are broadcast live over the internet, and can be downloaded on demand. The most recent results webcasts can be found in the “Financials”Financials section of our Investors and Analysts website.

UBS and the environment

The Handbook 2002/20032003/2004 contains a summary of UBS environmental policies as part of the Corporate Responsibility section. More detailed information is available at: www.ubs.com/environment



4


Form 20-F and other submissions to the US Securities and Exchange Commission

We file periodic reports and submit other information about UBS withto the US Securities and Exchange Commission (SEC). Principal among these filings is the Form 20-F, our Annual Report filed pursuant to the US Securities Exchange Act of 1934.

     Our Form 20-F filing is structured as a “wrap-around”“wraparound” document. Most sections of the filing are satisfied by referring to parts of this


5


                                                                Profile

the Handbook 2003/2004 or to parts of thethis Financial Report 2002.2003. However, there is a small amount of additional information in the Form 20-F, which is not presented elsewhere, and is particularly targeted at readers in the US. You are encouraged to refer to this additional disclosure.

     You may read and copy any document that we file with the SEC on the SEC’s website, www.sec.gov, or at the SEC’s public reference room at 450 Fifth Street NW, Washington, DC, 20549. Please call the SEC at 1-800-SEC-0330 (in the US) or at +1 202 942 8088 (outside the

US) for further information on the operation of its public reference room. You may also inspect our SEC reports and other information at the New York Stock Exchange, Inc., 20 Broad Street, New York, NY 10005 and the American Stock Exchange LLC, 86 Trinity Place, New York, NY 10006.10005. Much of this additional information may also be found on the UBS websiteweb-site at www.ubs.com/www.ubs.com / investors, and copies of documents filed with the SEC may be obtained from UBS’s Investor Relations team, at the addresses shown on the followingnext page.




 

Corporate information



The legal and commercial name of the company is UBS AG. The company was formed on 29 June 1998, when Union Bank of Switzerland (founded 1862) and Swiss Bank Corporation (founded 1872) merged to form UBS.

     UBS AG is incorporated and domiciled in Switzerland and operates under Swiss Company Law and Swiss Federal Banking Law as an Aktiengesellschaft, a corporation that has issued shares of common stock to investors.

The addresses and telephone numbers of our

two registered offices and principal places of business are:


Bahnhofstrasse 45, CH-8098 Zurich, Switzerland, telephone +41-1-234 11 11;

and Aeschenvorstadt 1, CH-4051 Basel, Switzerland, telephone +41-61-288 20 20.
UBS AG shares are listed on the SWX Swiss Exchange and traded(traded through the latter’s majority-owned virt-xits trading platform. UBS shares are also listedplatform virt-x), on the New York Stock Exchange and on the Tokyo Stock Exchange.



65


Introduction



Contacts

       

Switchboards
 Zurich +41 1 23441-1-234 1111  
For all general queries. London +44 20 756844-20-7568 0000  
  New York +1 212 8211-212-821 3000  
  Hong Kong +852 2971852-2971 8888  

UBS Investor Relations 
Investor Relations
Zurich    
Our Investor Relations team supports Hotline:Hotline +41 1 23441-1-234 4100 UBS AG
institutional, professional Christian Gruetter +41 1 23441-1-234 4360 Investor Relations G41B
and retail investors from offices in Mark HengelCate Lybrook +41 1 234 843941-1-234 2281 P.O. Box
Zurich and New York. Catherine LybrookOliver Lee +41 1 234 228141-1-234 2733 CH-8098 Zurich, Switzerland
  Oliver LeeFax +41 1 234 273341-1-234 3415  
www.ubs.com/investors Fax+41 1 234 3415
New York    
  Hotline: 
New York
Hotline+1 212 7131-212-713 3641 UBS Americas Inc.
  Richard FederChristopher McNamee +1 212 713 61421-212-713 3091 Investor Relations
  Christopher McNameeFax +1 212 713 30911-212-713 1381 135 W. 50th Street, 9th10th Floor
  Fax +1 212 713 1381 New York, NY 10020, USA
      
sh-investorrelations@ubs.com

UBS Group Media Relations Zurich 
Media Relations
Zurich+41 1 23441-1-234 8500 sh-gpr@ubs.com
Our Group Media Relations team supports London +44 20 756744-20-7567 4714 sh-mr-london@ubsw.comubs-media-relations@ubs.com
supports global media and journalists from New York +1 212 7131-212-713 8391 sh-mediarelations-ny@ubsw.commediarelations-ny@ubs.com
journalists from offices in Zurich, London, New York Hong Kong +852 2971852-2971 8200 sh-mediarelations-ap@ubs.com
New York and Hong Kong.      
 
www.ubs.com/media      

UBS Shareholder Services Hotline 
Shareholder Services
Hotline+41 1 23541-1-235 6202 UBS AG
UBS Shareholder Services, a unit of Fax +41 1 23541-1-235 3154 Shareholder Services — GUMV
the Company Secretary, is responsible     P.O. Box
for the registration of the Global     CH-8098 Zurich, Switzerland
Registered Shares. It is split into two      
parts — a Swiss register, which is     sh-shareholder-service@ubs.comsh-shareholder-services@ubs.com
maintained by UBS acting as Swiss transfer      
agent, and a
US register, which isTransfer Agent
calls from the US+1-866-541 9689Mellon Investor Services
For all Global Registered Share-calls outside the US+1-201-329 8451Overpeck Centre
related queries in the USA.Fax+1-201-296 480185 Challenger Road
Ridgefield Park, NJ 07660, USA
www.melloninvestor.com      
maintained by Mellon Investor Serviceshrrelations@melloninvestor.com
      
as US transfer agent (see below).

US Transfer Agentcalls from the US+1 866 541 9689c/o Mellon Investor Services
For all Global Registered Sharecalls outside the US+1 201 329 8451Overpeck Centre
related queries in the USA.

www.melloninvestor.com
85 Challenger Road

Ridgefield Park, NJ 07660, USA


shrrelations@melloninvestor.com

UBS listed its Global Registered Shares on the New York Stock Exchange on 16 May 2000. Prior to that date UBS operated an ADR program. See the Frequently Asked Questions (FAQs) section at www.ubs.com/investors for further details about the UBS share.



76


                                                                Profile

Information for Readers          Overview

           

           

           

           

           

7


The discussion

Overview



Preparation and analysisPresentation of
Financial Information

Standards and principles in the Group Financial Review and Review of Business Group Performance should be read in conjunction with the UBS Group Financial Statements and the related notes, which are shown in pages 77 to 177 of this document.financial
reporting

Parent Bank

Pages 179 to 190 contain the financial statements for the UBS AG Parent Bank — the Swiss company, including branches worldwide, which owns all the UBS Group companies, directly or indirectly. Except in those pages, or where otherwise explicitly stated, all references to “UBS” refer to the UBS Group and not to the Parent Bank.

Accounting standards

Accounting principles

The UBS Group Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS). As a US listed company, UBS Group provideswe also provide a description in Note 3940 to the UBS Group Financial Statements of the significant differences which would arise were our accounts to be presented under the United States Generally Accepted Accounting Principles (US GAAP), and a detailed reconciliation of IFRS shareholders’ equity and net profit to US GAAP. Major differences between Swiss Federal Banking Law requirements and IFRS are described in Note 38 to the UBS Group Financial Statements.
     Except where clearly identified, otherwise, all of UBS Group’sUBS’s financial information presented in this document is presented on a consolidated basis under IFRS.
     Pages 185 to 196 contain the Financial Statements for the UBS AG Parent Bank — the Swiss company, including branches worldwide, which owns all the UBS companies, directly or indirectly. The Parent Bank’s financial statements are prepared in order to meet Swiss regulatory requirements and in compliance with Swiss Federal Banking Law. Except in those pages, or where otherwise explicitly stated, all references to “UBS” refer to the UBS Group and not to the Parent Bank.
     All references to 2003, 2002 2001 and 20002001 refer to the UBS Group and the Parent Bank’s fiscal years ended 31 December 2003, 2002, 2001, and 2000, respectively.2001. The Financial Statements for the UBS

Group and the Parent Bank for each of these periods have been audited by Ernst & Young Ltd., as described in the Report of the Independent Auditors on page 17781 and the Report of the Statutory Auditors on page 189.195.

     An explanation of the critical accounting policies applied in the preparation of our Financial Statements is provided on page 15. The basis of our accounting is given in Note 1 to the Financial Statements.

Changes to accounting presentation
Standards for management accounting

Our management reporting systems and policies determine the revenues and expenses directly

attributable to each business unit. Internal charges and transfer pricing adjustments are reflected in the performance of each business unit.

Inter-business unit revenues and expenses. Revenue-sharing agreements are used to allocate external customer revenues to business units on a reasonable basis. Transactions between business units are conducted at arm’s length. Inter-business unit charges are recorded as a reduction to general and administrative expenses in the business unit providing the service. Corporate Center expenses are allocated to the operating business units to the extent that it is appropriate.
Net interest incomeis allocated to each business unit based on their balance sheet positions. Assets and liabilities of each business unit are funded through / invested with the central treasury departments, reflecting the net margin in the results of each business unit. To complete the allocation, the business units are credited with a risk-free return on the regulatory equity used.
Commissionsare credited to the business unit with the corresponding customer relationship, with revenue-sharing agreements for the allocation of customer revenues where several business units are involved in value creation.
Regulatory equityis allocated to business units based on their average regulatory capital requirement (per Swiss Federal Banking Commission (SFBC) standards) during the period. Only utilized equity is taken into account, although we add an additional financial buffer of 10% above the individually determined business unit regulatory equity requirement. The remaining equity, which mainly covers real estate, and any other unallocated equity, remains at the Corporate Center.
Headcount, which is expressed in terms of full-time equivalents (FTE), is measured as a percentage of the standard hours normally worked by permanent full-time staff and is used to track the number of individuals employed by UBS. FTE cannot exceed 1.0 for any particular individual. Headcount includes all staff and trainees other



The8


(UBS REPORTING STRUCTURE IN 2003)



than short-term temporary workers (hired for less than 90 calendar days) and contractors.

Disclosure principles and
additional financial information

Restatement of results

We are committed to maintaining the transparency of UBS’s reported results and to ensuring that analysts and investors can make meaningful comparisons with previous periods. If there is a major reorganization of our business units or if changes to accounting standards or interpretations lead to a material change in our reported results, we restate UBS’s results for previous periods to show how they would have been reported according to the new basis, and provide clear explanations of all changes.

Changes to accounting presentation in 2003

Our segment reporting shown in Note 2 to UBS Groupthe Financial Statements has been restated to reflect the reorganizationchange we made to our organizational structure in 2003.
     Effective 1 January 2003, our independent private banks - Ehinger & Armand von Ernst, Banco di Lugano and Ferrier Lullin - and GAM, our specialist asset management firm, were transferred from the Wealth Management & Business Banking and Global Asset Management Business Groups into a separate new holding company held by the Corporate Center. At the same time, we added additional disclosure for the new holding company, showing its performance before tax, net new money, invested assets and headcount.
     While this restructuring had no impact on the UBS Financial Statements, we have restated all prior periods for all business units affected to reflect these changes.

     There were no other accounting changes during 2003 that affected either the UBS Financial Statements or our business unit reporting.

Fair value disclosure of employee
stock options

In 2003, we started to disclose in our quarterly result discussion the pro-forma expense, net of tax, for stock options awarded to employees, which would have been incurred if they were recorded at fair value at grant date instead of using the intrinsic value method.
     Additionally, we disclose on an annual basis for every business unit the compensation expense we would have incurred had we recognized the fair value of stock option grants made during that year.
     In 2003, this expense would have been CHF 576 million (CHF 439 million after-tax), down from CHF 827 million in 2002 (CHF 690 million after-tax). This drop was mainly attributable to a lower share price at grant date. Most of our employee stock options are granted in the first quarter of the Groupyear. For the other quarters, grants are mainly made under the Equity Plus program, an employee participation program under which voluntary investments in 2002. SeeUBS shares are matched with option awards.
     Further details on the “Reviewaccounting treatment of Business Group Performance”equity-based compensation can be found in the Critical accounting policies section on page 35 for details15 and in Note 32 to the Financial Statements.

PaineWebber merger-related costs

In 2003, UBS incurred amortization expenses of changes sinceCHF 606 million on goodwill and intangible assets resulting from the 2001 presentation.

PaineWebber merger

Except where otherwise stated, allacquisition of PaineWebber in 2000, figures for UBS Group throughout this report include the impact of the merger with Paine Webber Group, Inc., which was completedwhile goodwill funding costs amounted to CHF 754 million. The remaining goodwill and intangible assets on 3 November 2000. Under purchase accounting rules, the results for 2000 reflect PaineWebber’s income and expenses for two months only, from 3 November 2000 untilour balance sheet amount to CHF 9.3 billion on 31 December 2000.

Restructuring provision

After the merger of Swiss Bank Corporation and Union Bank of Switzerland was completed on 29 June 1998, we began integrating the operations of the two predecessor banks. This process included streamlining operations, eliminating duplicate information technology infrastructure, and consolidating banking premises. We established a restructuring provision of CHF 7 billion to cover UBS’s expected costs associated with the integration process. In December 1999, we recognized an additional pre-tax restructuring charge of CHF 300 million because of the merger.

     We completed the integration and restructuring process relating to the merger as of 31 December 2001 and released the remaining CHF 21 million of the restructuring provision to the income statement.2003.



89


 

Overview



Indicative Pre-goodwill Tax Rates

             
in %         
For the year ended 31.12.03  31.12.02  31.12.01 
 
Wealth Management & Business Banking
  18   19   20 
Wealth Management  16   18   18 
Business Banking Switzerland  20   20   22 
 
Global Asset Management
  20   22   22 
 
Investment Bank
  32   38   39 
Investment Banking & Securities  30   31   31 
Private Equity  3   3   4 
 
Wealth Management USA
  38   37   37 
 



     As part of the merger, UBS agreed to make retention payments to PaineWebber key function holders, subject to these employees’ continued employment and other restrictions. The payments vest over periods of up to four years from November 2000 and the vast majority of them

are paid in the form of UBS shares. Personnel expenses in 2003 include retention payments of USD 196 million (CHF 263 million). In 2004, we expect a final expense of approximately USD 80 million.



Changes in Accounting and Presentation in 2004

Effective 2004, we will make a number of changes in accounting and presentation as well as to our disclosure. They will require us to restate comparative prior periods, although not all of them will have an effect on net profit or shareholders’ equity. Because of the changes, we will release restated interim and annual financial statement figures for 2002 and 2003 before we publish our first quarter 2004 report.

     The following changes in accounting and presentation will be made:

Early adoption of IAS 32 and 39

UBS has decided to adopt the revised International Accounting Standards (IAS) 32 and 39 early, effective 1 January 2004. Together they provide comprehensive guidance on recognition, measurement, presentation and disclosure of financial instruments. For the first time, they allow us to choose to carry non-trading financial instruments (such as loans or issued debt) at fair value, meaning that their change in value will pass through the profit and loss account.

     Adopting the two standards will largely eliminate the separation requirement for derivatives embedded in the structured notes we issue. It will reduce profit and loss volatility generated by issuance of structured debt instruments (for example equity-linked GOALs or credit-linked notes). Previously, such instruments had to be accounted for on an accrual basis, while the embedded derivative and related hedge instruments were carried at fair value. The revised standards now allow us to measure both components of our structured notes at fair value, with any changes in their value directly recorded in the income statement – just as we already do for the related hedging instruments. The change will, as an example, eliminate unwanted volatility in our net income from treasury activities income line.

     Positive and negative replacement values of derivative contracts where close-out netting is legally enforceable in the case of insolvency are currently offset when they are recorded in our balance sheet. Revised IAS 32 clarifies that netting is permitted

only if normal settlement is also intended to take place on a net basis. In general, that condition is not met and therefore we will now separately record the replacement values that were previously offset. This will increase the gross value of the assets and liabilities on our balance sheet by approximately CHF 165 billion at 31 December 2003. There will be no effect on net profit, shareholders’ equity, earnings per share or regulatory capital from this change.

     The two new standards will prompt us to restate results of the last two years in order to reflect the current treatment. We are currently assessing the exact effect that the adoption of the two revised standards will have on our financial statements.

Accounting for investment property

Effective 1 January 2004, we adopted a fair value accounting model for our investment property. Before that, we used a historical cost less accumulated depreciation model. This means that all changes in the fair value of investment property will now be recog-



10


Business Group tax rates

Indicative Business Group and business unit tax rates are calculated on an annual basis based on the results and statutory tax rates of the financial year. These rates are approximate calculations, based upon the application to the year’s adjusted earnings of statutory tax rates for the locations in which the Business Groups operated. These tax rates therefore give guidance on the tax cost to each Business Group of doing business during 2003 on a stand-alone basis, without the benefit of tax losses brought forward from earlier years.

     The indicative tax rates are presented pre-goodwill. They give an indication of what the tax rate would have been if goodwill were not charged for accounting purposes. It is the sum of the tax expense payable on net profit before tax and goodwill in each location, divided by the total net profit before tax and goodwill. Tax rates post-goodwill are higher than the pre-goodwill rates, because in some jurisdictions there are limitations on the tax deductibility of amortization costs.

     Please note that these tax rates are not necessarily indicative of future tax rates for the businesses or UBS as a whole.



nized immediately in the profit and loss account. Investment property is held exclusively to earn rental income and benefit from appreciation in value. That contrasts with bank property, which we use to supply services or for administration purposes. Carrying investment property at fair value better reflects the business rationale behind acquiring and managing these assets.

     This change in accounting will lead to restatement of the 2002 and 2003 comparative financial years. The approximate effects of the restatement will be:
Critical accounting policiesto credit retained earnings as of 1 January 2002 by CHF 202 million for the then existing difference between book value and fair value of the investment property portfolio
to reduce net profit for 2002 by CHF 117 million
to reduce net profit for 2003 by CHF 64 million.
     The reduction in net profits in 2002 and 2003 was due to the reversal of gains now booked in 2002 opening retained earnings that arose on sales of investment proper-

ties during those two years. Our current investment property portfolio is valued at CHF 236 million on 31 December 2003. While this new treatment eliminates regular depreciation charges on investment property, it is likely that the fair value model will add some volatility to our income statement.

Credit risk losses incurred on OTC
derivatives

Effective 1 January 2004, we also changed the accounting for credit risk losses incurred on over-the-counter (OTC) derivatives. All such credit risk losses will now be reported in net trading income and will no longer be reported in credit loss expense. This change better reflects how the business is run, simplifying the current treatment. It does not affect our net profit or earnings per share results. The change does, however, affect our segment reporting, as losses reported as credit loss expense are deferred over a three-year period in the Business Group accounts, whereas losses in trading

income are not subject to such a deferral. In the segment report, therefore, losses on OTC derivatives will now be reported as incurred. The changed accounting will not have a material effect on the Investment Bank’s restated performance before tax.

Change in treatment of
corporate client assets in Business
Banking Switzerland

Effective 1 January 2004, UBS re-classified corporate client assets (other than pension funds) in Business Banking Switzerland to exclude them from invested assets. We are making this change because we have a minimal advisory role for such clients and asset flows are erratic as they are often driven more by liquidity requirements than pure investment reasons. This change will reduce Business Banking Switzerland’s invested assets by approximately CHF 75 billion, but will leave client assets unchanged. Net new money will increase by approximately CHF 7.5 billion for 2003.



11


Overview



Analysis of Performance

Amortization of goodwill and
other intangibles

IFRS rules currently require that goodwill be amortized over its estimated useful life regardless of whether its economic value is maintained or even increased. We believe, however, goodwill is not a wasting asset that needs to be replaced at the end of its life. Amortization charges do not represent cash outflows and are not an economic cost. We believe that the value of our business is driven by future cash flows and that these amortization charges are not a driver of the value created for our shareholders. In early 2004, the International Accounting Standard Board (IASB) is expected to issue a new standard regarding business combinations, which would be effective for 2005. We presume that the accounting for goodwill will change to the model applicable under US GAAP, which requires that goodwill is tested for impairment rather than amortized over its estimated life. We would then cease amortizing goodwill starting in 2005, eliminating a significant reconciling item to US GAAP as currently included in Note 40.

Performance indicators

UBS performance indicators

We focus on a consistent set of four long-term performance indicators designed to ensure that we deliver continuously improving returns to our shareholders. We report our performance each quarter:
return on equity
growth in basic earnings per share (EPS)
cost / income ratio
net new money in our wealth management units.

Business Group performance indicators

At the Business Group or business unit level, performance is measured with carefully chosen performance indicators. These do not carry

explicit targets, but are indicators of the business units’ success in creating value for shareholders. They reflect the key drivers of each unit’s core business activities and include both financial metrics, such as the cost / income ratio, and non-financial metrics, such as invested assets or the number of client advisors.

     These performance indicators are used for internal performance measurement and planning as well as external reporting. This ensures that management has a clear responsibility to lead businesses towards achieving success in the externally reported value drivers and avoid the risk of managing to purely internal performance measures.

Client / invested assets reporting

Since 2001 we report two distinct metrics for client funds:
Client assets are all client assets managed by or deposited with UBS including custody-only assets and assets held for purely transactional purposes
Invested assets is a more restrictive term and includes all client assets managed by or deposited with UBS for investment purposes.

     Invested assets is our central measure and excludes all assets held for purely transactional and or custody-only purposes. It includes, for example, discretionary and advisory wealth management portfolios, managed institutional assets, managed fund assets and wealth management securities or brokerage accounts, but excludes custody-only assets, and transactional cash or current accounts. Non-bankable assets (e. g. art collections) and deposits from third-party banks for funding or trading purposes are excluded from both measures.
     Net new money is defined as the sum of the acquisition of invested assets from new clients, the loss of invested assets due to client defection and inflows and outflows of invested assets from existing clients. Interest and dividend income, the effects of market or currency movements as well as acquisitions and divestments are excluded



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Performance Indicators

Performance
BusinessindicatorsDefinition
All business unitsCost / income ratioTotal operating expenses / total operating income before adjusted expected credit loss.
Wealth Management and Asset Management businesses and Business Banking SwitzerlandInvested assetsAssets managed by or deposited with UBS for investment purposes only (for further details please refer to page 12).
Net new moneyInflow of invested assets from new clients
- - outflows due to client defection
+/- inflows / outflows from existing clients.
(for further details please refer to page 12)
Wealth Management and Asset Management businessesGross Margin on
invested assets
Annualized operating income before adjusted expected credit loss / average invested assets.
Wealth ManagementClient advisors (CAs)Expressed in full-time equivalents.
Business Banking
Switzerland
Non-performing loans (%)Non-performing loans / gross loans.
Impaired loans (%)Impaired loans / gross loans.
Investment Banking
& Securities
Compensation ratioPersonnel expenses / operating income before adjusted expected credit loss.
Non-performing loans (%)Non-performing loans / gross loans.
Impaired loans (%)Impaired loans / gross loans.
Average VaR (10-day 99%)VaR expresses the potential loss on a trading portfolio assuming a 10-day time horizon before positions can be adjusted, and measured to a 99% level of confidence.
Private EquityValue creationValue creation adds the increase in the unrealized portfolio gains to realized gains / losses for the period.
InvestmentHistorical cost of investment made, less divestments and impairments.
Wealth Management USARecurring feesAsset-based fees for portfolio management and fund distribution, account based and advisory fees (as opposed to transactional fees).
Financial advisors (FAs)Expressed in full-time equivalents.



from net new money. Interest expense on loans results in net new money outflows.

     When products are managed in one Business Group and sold in another, they are counted in both the investment management unit and the distribution unit. This results in double counting in UBS’s total invested assets as both units provide an independent service to their respective client, add value and generate revenues. Most double counting arises where mutual funds are managed by the

Global Asset Management business or GAM and sold by a wealth management unit (Wealth Management or Wealth Management USA). Both business units involved count these funds as invested assets. This approach is in line with the overall industry and our open architecture strategy and allows us to accurately reflect the performance of each individual business. Overall, CHF 287 billion of invested assets were double counted in 2003 (CHF 295 billion in 2002).



13


Overview



Seasonal characteristics

Of our main businesses, only Investment Banking & Securities shows significant seasonal patterns. Its revenues are impacted by the seasonal characteristics of general financial market activity and

deal flows in investment banking. In our quarterly reporting, we therefore compare the Investment Bank’s results for the reported quarter with those achieved in the same period of the previous year. For all other business units, results are compared with the previous quarter.



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Critical Accounting Policies

Basis of preparation and selection of
policies

We prepare our Financial Statements in accordance with IFRS, and provide a reconciliation to generally accepted accounting principlesGenerally Accepted Accounting Principles in the United States (US GAAP). WhenWhere feasible, we reduce the differences between our Financial Statements under the two standards by applying accounting policies that are in accordance with both sets of standards. This approach limits (but does not completely eliminate) the range of elective accounting treatments available to us, but there are still rules under both standards which require us to apply judgement and make estimates in preparing our Financial Statements. The more significant of these accounting treatments are discussed in this section, as a guide to understanding how their application affects our reported results and our disclosure. A broader description of the accounting policies we employ is shown in Note 1 to the UBS Group Financial Statements.

     The existence of alternatives and the application of judgement mean that any selection of different alternatives or estimates would cause our reported results to differ. We believe that the choices we have made are appropriate, and that our Financial Statements therefore present our financial position and results fairly, in all material respects. The alternative outcomes discussed below are presented solely to assist the reader in understanding our Financial Statements, and are not intended to suggest that other alternatives or estimates would be more appropriate.
     Many of the judgements which we make in applying accounting principles depend on an assumption, which we believe to be correct, that UBS maintains sufficient liquidity to hold positions or investments until a particular trading strategy matures — i.e.– i. e. that we do not need to realize positions at unfavorable prices in order to fund immediate cash needs. Liquidity is discussed in more detail on pages 81 to 84page 69 of the Handbook 2002/2003.2003/2004.

Recognition and measurement of
financial instruments

On 1 January 2001, UBS Group adopted the accounting standard IAS 39:recognition and measurement of financial instruments.The principal effects of the standard on our accounts are outlined as follows.
– fair value

Profit and loss impact

UBS’s strategy is to attempt to minimize the profit and loss volatility that can be caused by unrealized gains and losses on recognized financial assetsAssets and liabilities carried at fair value. Upon implementation of IAS 39, UBS elected to record changes in fair value of financial assets classified as “available-for-sale” directly in shareholders’ equity rather than in earnings.

Changes to shareholders’ equity

With the implementation of IAS 39 we identified “Gains/losses not recognized in the income statement” as a separate section within shareholders’ equity. Within this we show three subsections, “Foreign currency translation” (which was an existing line in shareholders’ equity, reported in previous years) and two additional subsections introduced as a result of the adoption of IAS 39 on 1 January 2001, and which are “Unrealized gains/losses on available-for-sale investments”, and “Changes in fair value of derivative instruments designated as cash flow hedges”. Both subsections had opening balances:
the opening balance of “Unrealized gains/ losses on available-for-sale investments” was a net increase of CHF 1,577 million, net of taxes, on 1 January 2001 due to unrealized mark-to-market gains on financial investments classified as available for sale which were principally attributable to private equity investments, but which also included other financial investments held by the Group.
the opening balance of “Changes in fair value of derivative instruments designated as cash flow hedges” was a net loss of CHF 380 million, net of taxes, on 1 January 2001 due to unrealized mark-to-market losses on derivatives designated as cash flow hedges. These losses were previously recorded in the balance sheet as part of “Deferred losses”.
     All movements within these categories are now recorded each year in the statement of changes in equity.

Financial instruments — fair value

Ourour trading portfolioassets and liabilities are recorded at fair value on the balance sheet, with changes in fair value recorded asin net trading income in the income statement. Key judgements affecting this accounting policy relate to how we determine fair value for such assets and liabilities.


9



Profile

     For substantially all of our portfolios, fair values are based on quoted market prices for the specific instrument, comparisons with other highly similar financial instruments, or the use of models. Valuation models are used primarily to value credit derivatives and certain equity and fixed income derivatives. Where valuation models are used to compute fair values, or where they are used in our control functions for independent risk monitoring, they must be validated and periodically reviewed by qualified personnel independent of the area that created the model. Our Quantitative Risk Models and Statistics unit certifies all models before they are used, we generally employ ‘backtesting’ procedures to check model outputs against actual data and we seek comparative market prices for additional verification.

     There are a variety of factors that are considered by our models, including time value and volatility factors, counterparty credit quality, activity in similar instruments in the market, administrative costs over the life of the transaction, and liquidity/market volume considerations, among others.liquidity considerations. Changes in assumptions about these factors could affect the reported fair value of financial instruments. However, because these factors can change with no correlation to each other, it is not possible to provide a meaningful estimate of how changes in any of these factors could affect reported fair value of the portfolio as a whole.
     As a result of the potential variabilityuncertainty in computed fair values, valuation adjustments are an integral part of the valuation process and are applied consistently from period to period. Establishing valuations inherently involves the



15


Overview



use of judgement, and management also applies its judgement in establishing reserves against indicated valuations for aged positions, deteriorating economic conditions (including country-specific risks), concentrations in specific industries, types of instruments or currencies, market liquidity, model risk itself, and other factors.

     Despite the fact that a significant degree of judgement is required in order to establish fair values in some cases, management believes the fair values recorded in the balance sheet and the changes in fair values recorded in the income statement are reasonable and reflective of the underlying economics, based on a number of controls and procedural safeguards we employ. Before models are used, they are certified by our independent control function, called Quantitative Risk Management. We then generally employ “back-testing” procedures to test model outputs with actual data and apply our models consistently from one period to the next, while also searching for comparative market prices for additional verification.ensuring comparability and continuity of the valuations over time.

Hedge accounting

Hedge accounting.IAS 39 allows a company to apply hedge accounting if it fully complies with the specified hedge criteria. One of the goals of a hedging program is to reduce volatility of fair values by entering into a hedging transaction where changes in fair valuesvalue of the hedging transaction offset changes in the fair valuesvalue of the hedged item. Due to cost and other considerations, a transaction may not be hedged over its entire life, or a dynamic hedging strategy may be used whereby different transactions are designated as the hedging transaction at different times. However, if the hedged item is one that would normally not be recorded at fair value (for instance if it is held at cost less impairment), but the hedging instrument is of a sort that would normally be accounted for at fair value, there could be substantial differences in the profit and loss effect for the two items during specific accounting periods, although over the whole life of the instrument these would be expected to balance out. We believe that, in such cases, not applyingnon-application of hedge accounting could lead to misinterpretations of our results and financial position, since hedging transactions could have a material impact on reported net profit in a particular period.

     Applying hedge accounting means that changes in the fair values of designated hedging instruments affect reported net profit in a periodonly to the extent that each hedge is ineffective. Alternatively, if we were to choose not to apply hedge accounting, the entire change in fair value

of the designated hedging instruments in each individual reporting period would be reported in net income for that period, regardless of the economic effectiveness of the hedge. For our fair value hedges, the net effect of not applying hedge accounting would have resulted in a pre-tax loss of CHF 555 million in 2003, a pre-tax gain of CHF 951 million in 2002, and a pre-tax gain of CHF 319 million in 2001. For our cash flow hedges, the respective amounts of the net effect are a pre-tax gain of CHF 199 million in 2003, a pre-tax gain of CHF 326 million for 2002 and a pre-tax loss of CHF 79 million for 2001. Please refer to Note 1(v) to the Financial Statements for further information on hedge accounting.

     In principle, we apply hedge accounting whenever we meet the criteria of IAS 39 so that our Financial Statements clearly reflect the economic hedge effect obtained from the use of these instruments. However, in connection with economically hedging selected credit risk exposures we have entered intowith credit default swaps (CDS), the relationships between the risk exposures and the CDSs are such that include conditions that prevent their qualifyingthey do not qualify for hedge accounting under IAS 39. CDSs are derivative instruments carried on our balance sheet at fair value with changes in fair value recorded in net trading income. This may add volatility to our net trading income results, and the impact may be either positive or negative in a particular period. The use of CDSs coupled with not applying hedge accounting may also add volatility to net profit because changes in fair value of a CDS and any credit loss expense relating to the hedged exposure may well be recorded in different periods. Typically, the credit rating of a company that ultimately defaults on its obligations deteriorates gradually over a period of time. Such deterioration is reflected in a gradual increase in fair value of the related CDS, resulting in trading income gains being recorded. On the other hand, a credit loss expense is not recorded until the claim is deemed to be impaired, or if an


10


undrawn commitment is expected to be drawn without prospect of full repayment. This timing mismatch between recognizing income from increases in the fair value of a CDS and recognizing expense for credit losses may introduce period-to-period volatility in net profit. In addition, the positive effect of CDSs on reducing credit losses is not reflected as a reduction in reported credit loss expense.



16


     In 2003, UBS recorded mark to market losses of CHF 678 million on CDSs that hedge existing credit exposures, without recording a corresponding credit loss expense recovery. The development in 2003 is explained by improved credit ratings of the hedged exposures, which means lower probabilities of default and hence a decline in fair value of the related CDSs. In 2002, the opposite development occurred and UBS recorded mark-to-marketmark to market gains of CHF 226 million on CDSs that hedge existing credit risk exposures without recording a corresponding credit loss expense. Had our CDSs qualified forwe been able to apply hedge accounting, we could have deferred recognition of gains on the CDSs until the underlying claim became impaired. Unless we decide to settle CDSs prematurely, and thus realize the mark-to-marketmark to market gains or losses, for example because we believe that we will ultimately not incur a credit loss on thea hedged exposure, these mark-to-marketany mark to market gains may be offset by losses in future periods. This may occur either because the fair value of the CDS will decrease or because a credit loss is incurred on the hedged exposure.

     Applying hedge accounting means that changes in the fair values of designated hedging instruments affect reported net profit in a periodonly to the extent that each hedge is ineffective. Alternatively, if we were to choose not to apply hedge accounting, the entire change in fair value of the designated hedging instruments in each individual reporting period would be reported in net income for that period, regardless of the economic effectiveness of the hedge. For our fair value hedges, not applying hedge accounting would have resulted in a pre-tax gain of CHF 951 million in 2002 and a pre-tax gain of CHF 319 million in 2001. For our cash flow hedges, the respective amounts are a pre-tax gain of CHF 326 million for 2002 and a pre-tax loss of CHF 79 million for 2001. Please refer to Note 1(v) to the UBS Group Financial Statements for further information on hedge accounting.

Financial investments — available-for-sale

– available for sale

UBS has classified some of its financial assets, including investments not held for trading purposes, as available-for-sale.available for sale. This classification is based on our determination that these assets are not held for the purpose of generating short-term trading gains, but rather for mid-to-long-term capital appreciation. If we had originally decided that

these were trading assets, or if we were to reclassify these assets as trading assets, changes in fair value would then have to be reflected in income rather than shareholders’ equity. The amount of unrealized gains or losses on the balance sheet date is disclosed in the statement of changes in equity in the UBS Group Financial Statements.

     Companies held in our private equity portfolio are not consolidated in UBS’sthe Financial Statements. This treatment has been determined after considering such matters as liquidity, exit strategies and degree and timing of our influence and control over these investments.
     We classify our private equity investments as financial investments available-for-sale,available for sale, and carry them on the balance sheet at fair value, with changes in fair value being recorded directly in equity. However, unrealized losses that are

not expected to be recoverable within a reasonable time period are recorded in our income statement as impairment charges. Since quoted market prices are generally unavailable for these companies, fair value is determined by applying recognized valuation techniques, which require the use of assumptions and estimates. The valuation of our investments is derived by application of our valuation policy in a detailed quarterly investment by investmentinvestment-by-investment review involving the business and control functions. Our standard valuation method is to apply multiples of earnings that are observed for comparable companies. These multiples depend on a number of factors and may fluctuate over time. However theThe geographic, stage and sector diversity of the portfolio means that the valuations of these positions may not move uniformly based onin line with the changing economic environment. Although judgement is involved, we believe that the estimates and assumptions made in determining the fair value of each investment are reasonable and supportable. Since there are no general estimates or assumptions underlying the determination of fair value, but instead fair value is determined on a case-by-casecase by case basis, it is not possible to provide any meaningful estimate of the impact on earnings of variations in assumptions and estimates.

estimates over the whole portfolio.
     In addition, the determination of when a decline in fair value below cost is not recoverable within a reasonable time period is judgemental by nature, so profit and loss could be affected by differences in this judgement. We generally consider investments as impaired if a significant


11


Profile

decline in fair value below cost extends beyond the near term, unless it is readily apparent that an investment is impaired, in which case this would result in an immediate loss recognition.

Goodwill and other intangible assets

We regularly review assets that are not carried at fair value (e. g. goodwill and other intangibles) for possible impairment indications. If impairment indicators are identified, we make an assessment about whether the carrying value of such assets remains fully recoverable. When making this assessment, we compare the carrying value to the market value, if available, or the value in use. Value in use is determined by discounting expected future net cash flows generatedgener-



17


Overview



ated by an asset or group of assets to present value. Determination of the value in use requires management to make assumptions and use estimates. We believe that the assumptions and estimates used are reasonable and supportable in the existing market environment and commensurate with the risk profile of the assets valued, but different ones could be used which would lead to different results.

     The single most significant amount of goodwill relates to the acquisition of PaineWebber. The valuation model used to determine the fair value of UBSthe Wealth Management USA business – one component of the former PaineWebber business – is sensitive to changes in the assumptions about the discount rate, growth rate and expected cash flows (i.e.(i. e. assumptions about the future performance of the business). Adverse changes in any of these factors could lead us to record a goodwill impairment charge.
     In the fourth quarter of 2002, we took the decision to move all our businesses to the single UBS brand name. That decision necessitated the writeoff of the carrying value of the intangible asset related to the PaineWebber brand name, which resulted in a charge of CHF 953 million, net of tax. Had we not made the decision to abandon the PaineWebber brand name, the writeoff would not have been made as it would not have been deemed impaired.

Allowances and provisions for credit losses

UBS classifies a claim as impaired if the book value of the claim exceeds the present value of the cash flows actually expected in future periods – loan interest payments, scheduled loan principal repayments, or other payments due (for example on derivatives transactions or guarantees), including liquidation of collateral where available. UBS has established policies to ensure that the carrying values of impaired claims are determined on a

consistent and fair basis, especially for those impaired claims for which no market estimate or benchmark for the likely recovery value is available. Future cash flows considered recoverable are discounted to present value in accordance with IAS 39. A provisionloan loss allowance is then recorded for the probable loss on the claim in question and charged to the income statement as credit loss expense.

     Each case is assessed on its merits, and the workout strategy and estimate of cash flows

considered recoverable are independently approved by the Credit Risk Control function. Although judgement is involved, we believe that the estimates and assumptions made in determining provisions and allowances on each individual impaired claim are reasonable and supportable. Since there are no general estimates or assumptions underlying the determination of allowances and provisions, but instead, as noted above, these allowances and provisions are determined on a case-by-casecase by case basis, it is not possible to provide any meaningful estimate of the impact on earnings of variations in assumptions and estimates.

     Further details on this subject are given in Note 1(l) to the UBS Group Financial Statements and in the “Risk analysis”Risk Analysis section of the Handbook 2002/2003,2003/ 2004, on pages 59 to 77.page 50.

Securitizations and Special Purpose Entities

UBS sponsors the formation of Special Purpose Entities (SPEs) primarily for the purpose of allowing clients to hold investments, for asset securitization transactions, and for buying or selling credit protection. In accordance with IFRS we do not consolidate SPEs that we do not control. As it can sometimes be difficult to determine whether we exercise control over an SPE, we have to make judgements about risks and rewards as well as our ability to make operational decisions for the SPE in question. In many instances, elements are present that, considered in isolation, indicate control or lack of control over an SPE, but when considered together make it difficult to reach a clear conclusion. In such cases the Groupwe generally consolidatesconsolidate an SPE.

     UBS has a comprehensive process for monitoring and controlling the creation and running of SPEs, designed to ensure that they are created only for purposes connected with our business, which includes the facilitation of client investment objectives, that any change of terms or status, such as the activation of a dormant SPE,


12


is appropriate and that the SPEs and their assets and liabilities are properly recorded, if consolidated.

     UBS manages the risk of consolidated SPEs in the same way as for any other subsidiary. Unconsolidated SPEs are treated like any other unaffiliated counterparty, under normal credit risk principles.



18


Principal types of SPE used by UBS

SPEs used to allow clients to hold investmentsare structures that allow one or more clients to invest in an asset or set of assets which are generally purchased by the SPE in the open market and not transferred from UBS. The risk or reward of the assets held by the SPE resides with the clients. Typically, UBS will receive service and commission fees for creation of the SPE, or because it acts as investment manager, custodian or in some other function.

     These SPEs range from mutual funds to trusts investing in real estate, forestate. As an example, UBS Alternative Portfolio AG which provides a vehicle for investors to invest in a diversified range of alternative investments through a single share. The majority of our SPEs fall into this category. SPEs created for client investment purposes are not consolidated.
     SPEs used for securitization. SPEs used for securitization are created when UBS has assets (for example a portfolio of loans) which it sells to an SPE. The SPE in turn sells interests in the assets as securities to investors. Consolidation of these SPEs depends on whether UBS retains the risks and rewards of the assets in the SPE.
     We do not consolidate SPEs used for securitization if UBS has no control over the assets and no longer retains any significant exposure (gain or loss) to the returns, including liquidation, on the assets sold to the SPE. This type of SPE is a bankruptcy-remote entity if UBS were to go bankrupt the holders of the securities would clearly be owners of the assets, while if the SPE were to go bankrupt the securities holders would have no recourse to UBS.
     In some cases UBS does retain exposure to some of the returns from the assets sold to the SPE for example, first loss on a loan portfolio. In these cases we consolidate the SPE and then derecognize the assets to the extent that we do not have exposure.
     SPEs for credit protection are set up to allow UBS to sell the credit risk on portfolios, that may or

may not be held by UBS, to investors. They are primarily to allow UBS to have a single counterparty (the SPE) which sells credit protection to UBS. The SPE in turn has investors who provide it with capital and participate in the risks and rewards of the credit events that it insures. SPEs used for credit protection are generally consolidated.

Equity compensation

Currently IFRS does not specifically address the recognition and measurement of equity-based compensation plans, including employee option plans. Extensive literature on accounting for options granted to employees exists under US GAAP, which permits a company to elect eitherHowever, two basic methods, the intrinsic value method orand the fair value method.method, are applied in practice. Under the intrinsic value method, if the exercise price of options granted is equal to or greater than the fair value of the underlying equity at grant date, no compensation expense need be recorded. Under the fair value method, an amount would be computed for such options and charged to compensation expense. For IFRS, UBS records as compensation expense only the intrinsic value at grant date, if any, of options granted to employees. Subsequent changes in intrinsic value are not recognized.

     Had we recognized the fair value of stock option grants on grant date as compensation expense, net income would have been lower by the following amounts: CHF 439 million in 2003, CHF 690 million in 2002, and CHF 347 million in 2001, and CHF 158 million in 2000.2001. Further information on UBS equity compensation plans is disclosed in Note 32 to the UBS Group Financial Statements. In November 2002,February 2004, the International Accounting Standards Board issued ED2,IFRS2, “Share-based payments”, which is expected towill become effective in1 January 2004. ED2 in its current form would require a different recognition method2005. We are currently evaluating the effect of compensation expense for the fair value of stock options granted than that applied to determine the amounts disclosed above.this new standard on our Financial Statements.

Deferred tax

Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized in the books but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax-effected


13


Profile

tax effected for book purposes but are taxable only when the valuation change is realized.

     UBS records a valuation allowance to reduce its deferred tax assets to the amount that it believes can be realized in its future tax returns. Our valuation allowance is based on the assessment of future taxable income and our tax planning strategies. At each balance sheet date, existing assessments are reviewed and, if necessary, revised to reflect changed circumstances.



19


Overview



The magnitude of the valuation allowance is significantly influenced by our own forecast of future profit generation, which drives the extent to which we will be able to utilize the deferred tax assets. Were we to be more optimistic or pessimistic when forecasting future taxable profits, we would record a lower or higher valuation allowance, which would have a direct impact on earnings. Additionally, changes in circumstances may result in either an increase or a reduction of the valuation allowance, and therefore net income, depending on an adverse or favorable

income. An example of such might be a change in the factors that impact the recognized deferred tax assets.legislation. See Note 21 to the UBS Group Financial Statements for further details.

Segment reporting

The policies used to prepare our segment reporting affect the split of our income and expenses between the different Business Groups. Although the application of rules different from the ones we currently use would lead to altered net profit results in the Business Groups, they would have no effect(continued on the total Group profit number.

     The most significant of these policies is the treatment of credit loss expense. If we had not applied the concept of expected loss in calculating the credit loss expense for each Business Group, Corporate Center would have incurred a significantly higher loss in all periods presented, UBS Warburg would have achieved a better result in 2002 but slightly lower profit in both 2001 and 2000, and UBS Wealth Management & Business Banking would have had a modestly better result in 2002 preceded by a significantly higher profit in both 2001 and 2000. The concept of expected credit loss is explained in more detail in the “Management accounting” section of this report on pages 36 to 41, which includes a table which reconciles the expected credit loss amount charged to the Business Groups with the actual IFRS credit loss.
page 22)



 

Analysis of adjusted key figures and results

We analyze UBS’s performance on a reported basis determined in accordance with IFRS. Additionally, we provide comments and analysis on an adjusted basis which excludes from the reported amounts certain items we term significant financial events (SFEs). An additional adjustment we use in our results discussion is the exclusion of the amortization of goodwill and other acquired intangible assets.

 These adjustments reflect our internal analysis approach where SFE-adjusted figures before goodwill/intangibles amortization are used to assess past performance against peers and to estimate future growth potential. In particular, our financial targets have been set in terms of adjusted results, excluding SFEs and goodwill/ intangibles amortization, and all the analysis provided in our management accounting is based on operational SFE-adjusted performance.
Risk Factors

Significant financial events

For performance analysis, in particular to compare our financial results with previous periods and with peers, we use figures adjusted for significant financial events (SFEs). This helps us to illustrate the underlying operational performance of our business, insulated from the impact of one-off gains or losses outside the normal run of business, and provides a better basis for our internal performance assessment and planning. A policy approved by the Group Executive Board defines which items may be classified as SFEs. In general an item that is treated as a SFE is:
Non-recurring
Event-specific
Material at Group level
UBS-specific, not industry-wide
and is not a consequence of the normal run of business.
     Examples of items that we would treat as SFEs include the gain or loss on the sale of a significant subsidiary or associate, such as the sale in 2002 of Klinik Hirslanden and Hyposwiss, or the restructuring costs associated with a major integration, such as the merger with PaineWebber in 2000.
     SFEs are not a recognized accounting concept under IFRS or US GAAP, and are therefore not reflected as such in the UBS Group Financial Statements. We clearly identify all adjusted figures as such, and clearly disclose both the pre-tax


14


amount of each individual significant financial event, and the net tax benefit or loss associated with all the SFEs in each period, allowing the reader to reconcile adjusted figures to the reported ones. Where tables in the Business Group reporting show adjusted figures, we also include a table showing the reported figures.

     SFEs during 2000 and 2002 are shown in the table below and described in more detail below.
     There were no SFEs in 2001.
In first quarter 2002, we realized a pre-tax gain of CHF 155 million from the sale of the private bank Hyposwiss.
In fourth quarter 2002, we recorded a non-cash pre-tax writedown of CHF 1,234 million related to the PaineWebber brand, an intangible asset. It was recorded following our decision to move to a single UBS brand. This change in our brand strategy was announced in November 2002 and we will effectively introduce the single brand in June 2003.
In fourth quarter 2002, we realized a pre-tax gain of CHF 72 million from the sale of Klinik Hirslanden, a private hospital group.
During 2000, we recorded restructuring charges and provisions of CHF 290 million pre-tax relating to the integration of Paine-Webber into UBS.
In 2000 UBS recognized an additional pre-tax provision of CHF 150 million in connection

with the US Global Settlement of World War II-related claims. Previously, we had established a provision of CHF 842 million (in 1998) and one of CHF 154 million (in 1999) relating to this claim.

Amortization of goodwill and other
intangibles

In addition to IFRS figures, we discuss our Group result excluding the amortization of goodwill and other intangibles. The same adjustment is used also for our Group financial targets, including earnings per share. At UBS, we believe that equity values are driven by future cash flows. IFRS rules currently require that goodwill is amortized over its estimated useful life regardless of whether its economic value is maintained or even increased. Furthermore, goodwill is an asset that does not need to be replaced at the end of its life. Consequently, amortization charges do not represent cash outflows and are not an economic cost. Therefore we believe they are not relevant for assessing the value created for our shareholders.
     In our financial reporting, we clearly identify all figures that exclude amortization charges for goodwill and other intangibles and refer to them as “pre-goodwill” figures. Reported figures including amortization charges are always disclosed and precede pre-goodwill disclosure.


Significant Financial Events

             
CHF million
For the year ended
  31.12.02   31.12.01   31.12.00 

Operating income as reported
  34,121   37,114   36,402 
Gain on disposal of Hyposwiss  (155)        
Gain on disposal of Klinik Hirslanden  (72)        

Adjusted operating income
  33,894   37,114   36,402 

Operating expenses as reported
  29,577   30,396   26,203 
Writedown of PaineWebber brand name  (1,234)        
US Global Settlement Fund provision          (150)
PaineWebber integration costs          (290)

Adjusted operating expenses
  28,343   30,396   25,763 

Adjusted operating profit before tax and minority interests
  5,551   6,718   10,639 

Tax expense  678   1,401   2,320 
Tax effect of significant financial events  239       100 

Adjusted tax expense  917   1,401   2,420 
Minority interests  (331)  (344)  (87)

Adjusted net profit
  4,303   4,973   8,132 

Adjusted net profit before goodwill  5,529   6,296   8,799 


15


                                                                Profile


Risk factors

As a global financial services firm, UBS’s businesseswe are affected by the external environment infactors driving the markets in which we operate. Different risk factors can impact our ability to effectively carry out our business strategies orand can directly affect our earnings. Due to theThe factors described below, and toas well as other influences beyond our control, UBS’smean that our revenues and operating profit have been and are likely to continue to be subject to a measure of variability from period to period. Therefore UBS’sOur revenues and operating profit for any particular period may not, therefore, be indicative of sustainable results, they may vary from year to year and may affect our ability to achieve UBS’s strategic objectives.

Fluctuations in interestInterest rates, equity prices, foreign currency rates
exchange levels and other market variables

fluctuations may affect earnings

A substantial part of our business consists ofin taking trading and investment positions in the debt, currency, equity, precious metal and energy markets andas well as making investments in private equity, real estate and other assets. The value of these assets and liabilities can be adversely affected by fluctuations in financial markets. WhileOur market risks are subject to a control framework and to portfolio and concentration limits. We avoid undue concentrations of risk and, where appropriate, hedge exposure to stress events. Nevertheless, in the event of sudden, severe or unexpected market movements, we selectively utilize hedging techniques to mitigate these risks, these hedging techniques may not always be completely effective. More details onmight suffer significant losses. A description of our controls and

risk management approach arelimits, including limits on our exposure to a range of market stress events, is provided in the “Market risk” section in theon page 45 of our Handbook 2002/2003.
2003/ 2004.
     Because we prepare our accounts in Swiss francs while assets, liabilities, revenues and expenses from certain businesses are denominated in other currencies, changes in currencyforeign exchange rates, particularly between the Swiss franc and the US dollar may have an effect on the earnings that UBS reports (as revenues in US dollars represent(US dollar income representing the major part of our non-Swiss franc income)., may have an effect on our reported earnings. Our approach in managing this riskto currency management is explained in the “Currency management” sectionon page 71 of the “Group Treasury” chapter in theour Handbook 2002/2003.2003/2004.
     In addition,Regulatory or political changes inimpacting financial market structures can affect our earnings. Forearnings – an example was the euro’s introduction of the euro in 1999, which affected European foreign exchange markets in Europe by reducing the extentvolume of foreign exchange dealings among member countriesbusiness, and prompting aprompted greater harmonization ofbetween financial products. Movements in interest rates can also affect our results as net interest income is affected by changes in interest rates. Interest rate movements can also affectand the value of our fixed income trading portfolio, andwhile movements in equity markets can affect the value of our equity trading portfolio. Changes in both can affect the investment performance of our asset management businesses. Our fixed income and equity trading portfolios and our asset management businesses may also be impacted by credit events, including defaults, related to the issuers of bonds and equities.

     Furthermore, income in many of our businesses such as investment banking, and wealth and asset management is often

directly related to client activity levels. As a result, our income is alsocan be susceptible to the adverse effect of aeffects from sustained market downturn ordownturns as well as any significant deterioration of investor sentiment. Asset-based revenues generated in our wealth and asset management businesses depend on the levels of client assets which can, in themselves, be adversely affected by a deterioration ofdeteriorating market valuations.
     Market valueslevels and trading volumes may be affected by a broad range of geopolitical or regional issues or events beyond our control, such as geopolitical events, the possibility of war, terrorism, inflation andor economic developments such as low growth, inflation, recession or depression globally or in particular regions.depression.

Counterparty risksfailure may lead to
credit loss

Credit is an integral part of many of our business activities. The results of our credit-related activities (including loans, commitments to lend, other contingent liabilities such as letters of credit, and derivative products such as swaps and options) would be adversely affected by any deterioration in the credit-worthinesscreditworthiness of our counterparties and the ability of clients to meet their obligations. The credit quality of our counterparties may be affected by various factors, such as an economic downturn, lack of liquidity, or an unexpected political events, and as a result these events could cause us to incur greater losses.



1620


Credit Loss Expense Charged to the Business Groups

                     
  Wealth      Wealth       
CHF million Management &  Investment  Management  Corporate    
For the year ended 31.12.03 Business Banking  Bank  USA  Center1  Total 
 
Credit loss expense
  (75)  (40)  (3)  2   (116)
 
Expected loss  (542)  (94)  (8)  (2)  (646)
Deferral  411   (45)  0   0   366 
 
Adjusted expected credit loss expense
charged to the Business Groups
  (131)  (139)  (8)  (2)  (280)
 
Balancing item charged as credit loss expense in Corporate Center      164 
 
1Includes Private Banks & GAM.



political event. Any of these events could lead us to incur losses.

     In general, we aim to avoid risk concentrations in our credit portfolio. We believe that the incurred losses are adequately covered by our allowancesportfolio and provisions. Additionally, we make active use of credit protection. A detailed discussion of credit risk and our approach to managing this risk can be found in the “Risk Analysis” section of the “Risk Management and Control” chapter in the Handbook 2002/ 2003. If our risk management and control measures prove inadequate or are not effective,ineffective, then any credit losses couldsustained might have a material adverse effect on both our income and the value of our assets. We believe that any losses incurred would be adequately covered by our allowances and provisions.
     A discussion of our approach to managing credit risk can be found on page 50 of our Handbook 2003/2004.

ConsequentialOperational risk may increase costs
and impact revenues

All our businesses are dependent on our ability to process a large number of complex transactions across many and diverse markets in different currencies and subject to many different legal and regulatory regimes. UBS’sOur systems and processes are designed to ensure that the risks associated with our activities, including those arising from process error, failed execution, fraud, systems failure, failure of security and physical protection are appropriately controlled. However, if our system of internal controls is ineffective in identifying and remedying thesesuch risks, we will be exposed to operational failures that couldmight result in

losses. A detailed discussion of our approach into the management and control of these operational

risks can be foundis provided on page 64 of our Handbook 2003/2004.

Legal claims may arise in the “Consequential risk” section conduct
of our business

Due to the “Risk Managementnature of our business, we are involved in various claims, disputes and Control” chapterlegal proceedings in Switzerland and in a number of jurisdictions outside Switzerland, including the United States, arising in the Handbook 2002/2003.ordinary course of business. Such legal proceedings may expose us to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil penalties.

Competitive forces may influence
business direction

We face intense competition in all aspects of our business. In our various lines of business we compete, both domestically and internationally, with asset managers, retail and commercial banks, private banking firms, investment banking firms, brokerage firms and other investment services firms. We face intense competition not only from firms competing locally in particular lines of business, but also from global financial institutions that are comparable to us in size and breadth.
     In addition, the trend towards consolidation in the global financial services industry is creating competitors with broaderbroad ranges of product and service offerings, increased access to capital, and greater efficiency and pricing power. We expect these

trends to continue and competition to increase in the future. Our competitive strength will depend on the ability of our businesses to adapt quickly to significant market and industry trends.

OtherOur global presence exposes us to
other risks arising from our global
presence

We operate in over 50 countries, and earn income and hold assets and liabilities in many different currencies and are subject to many different legal and regulatory regimes. Changes in local tax or legal regulations may affect our clients’ ability or willingness to do business with us. Country, regional and political risks may increase market and credit risk. Political, economic and social deterioration in a country or region, including that arising from local market disruptions, currency crises, terrorism or the breakdown of monetary controls or terrorism, may adversely affect the ability of clients or counterparties located in that country or region to obtain foreign exchange or credit and, therefore, to satisfy their obligations towards us. As a truly global financial services company, we are also exposed to economic instability in emerging markets. As discussed under the “Country risk” section of the “Risk Management and Control” chapter in the Handbook 2002/2003, weWe have in place a system of controls and procedures to mitigate this risk. A discussion of our country risk controls is provided on page 57 of our Handbook 2003/ 2004. However, if theseour controls fail to properlyfully identify and appropriately respond to country risk, we may suffer large losses resulting in a negative impact on our results of operations and financial condition.



1721


(Background Graphic)

18


Overview

Reconciliation of Adjusted Expected Credit Loss Charged to the Business Groups to
Credit Loss (Expense) / Recovery

                         
CHF million Adjusted expected credit loss Credit loss (expense)/recovery
For the year ended 31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01 
 
Wealth Management & Business Banking  (131)  (312)  (601)  (75)  (238)  (124)
Investment Bank  (139)  (128)  (112)  (40)  35   (360)
Wealth Management USA  (8)  (13)  (18)  (3)  (15)  (15)
Corporate Center  (2)  (2)  (3)  2   12   1 
 
Total
  (280)  (455)  (734)  (116)  (206)  (498)
 
Balancing item in Corporate Center  164   249   236             
 

(Background Graphic)



19


  
Group Financial Review
Group Results
Group Results 

results in the Business Groups, they would have no effect on the total Group profit number.

     The most significant of these policies is the allocation of credit loss expense. Internally, the GEB reviews the results of the Business Groups and allocates resources to them based on adjusted expected credit losses. Credit loss expense represents the charges to profit and loss relating to amounts due to UBS from loans and advances, other credit products and off-balance sheet products that are considered impaired or uncollectible. We determine the amount of credit loss expense reported in the Group income statement and in our segment reporting in Note 2a to the Financial Statements based on the credit losses actually incurred. Credit loss expense is the total of net allowances and direct writeoffs less recoveries. In our segment reporting we also disclose a measure of credit loss expense using an expected loss concept, which reflects the average annual cost that is expected to arise on transactions in the current portfolio which become impaired in the future. Over the longer term, the expected loss will equal actual loss,

although the latter is more erratic, in both timing and amount.

     To hold the Business Groups accountable for credit losses actually incurred and to encourage risk adjusted pricing, we charge or refund them with the difference between credit loss and expected credit loss, amortized over a three-year period. The sum of the expected loss plus the amortization of the difference from credit loss expense is charged to the Business Groups as adjusted expected credit loss. To reconcile the total of credit loss expense charged to the Business Groups with credit loss expense reported in the consolidated income statement, we record a balancing item in Corporate Center. Please see Note 2a for a more comprehensive discussion of the adjusted expected credit loss concept.
     As a result of adopting the method described above for charging credit loss expense to the Business Groups, the segment result determined on that basis may be materially different from the result based on actual credit loss expense. While the concept requires that each Business Group over time bears the credit loss it actually incurs, a timing difference is introduced.



22


             
UBS Group Performance Against Targets
 
 
For the year ended  31.12.02   31.12.01   31.12.00 

RoE (%)
            
as reported  8.9   11.7   21.5 
before goodwill and adjusted for significant financial events1
  13.9   14.8   24.3 

Basic EPS (CHF)
            
as reported  2.92   3.93   6.44 
before goodwill and adjusted for significant financial events1
  4.57   4.97   7.28 

Cost/income ratio (%)
            
as reported  86.2   80.8   72.2 
before goodwill and adjusted for significant financial events1
  79.5   77.3   69.2 

Net new money, private client units (CHF billion)2, 3
            
Private Banking  16.6   24.64  1.24
UBS PaineWebber  18.5   33.2   14.55

Total
  35.1   57.8   15.7 

          UBS Results

 

23


UBS Results



UBS Results

1 
Net profit/average shareholders’ equity less dividends.
 
2 For the EPS calculation, see Note 8 to the Financial Statements.
 
3 Operating expenses/operating income less credit loss expense or recovery.
 
4 
1
Excludes the amortization of goodwill and other intangible assets and adjusted for significant financial events.
2
Private Banking and UBS PaineWebber.
3
Excludes interest and dividend income.
 
45 
Calculated using the former definition of assets under management up toWealth Management and including second quarter 2001.Wealth Management USA.

UBS Performance Indicators

             
For the year ended  31.12.03   31.12.02   31.12.01 
 
RoE (%)1
  18.2   8.9   11.7 
 
Basic EPS (CHF)2
  5.72   2.92   3.93 
 
Cost / income ratio (%)3
  75.2   86.2   80.8 
 
             
Net new money, wealth management units (CHF billion)4, 5        
Wealth Management  29.7   17.7   23.2 
Wealth Management USA  21.1   18.5   33.2 
 
Total
  50.8   36.2   56.4 
 

(4 UBS PEFFORMANCE INDICATOR CHARTS)



24


2003

This time last year, we could not have anticipated that 2003 would turn out to be such a positive year for the financial services industry. It was also an excellent year for UBS – the second most profitable in our history. When conditions were difficult at the outset of the year, our results were resilient. As the year progressed, investor sentiment turned increasingly positive and activity levels picked up along with stock market valuations. Helped by this improving environment, we fully captured the resulting revenue opportunities.

     At the same time, we continued to invest in our domestic European wealth management business, and started to reap significant benefits from our expanded investment banking presence, especially in the US and Asia. Another key endorsement of UBS is the trust our clients continue to place in us – shown by the considerable quantity of new assets they invested in our wealth management businesses.
     Overall, all our businesses reported excellent results – despite the difficult market environment in the first half of the year – by clearly focusing on costs and risk while aggressively capturing the revenue opportunities.

Net profit

In 2003, we recorded the second-best annual result since UBS and SBC merged in 1998. All businesses reported a stronger set of results in 2003 than in the previous year. Our net profit in full-year 2003 was CHF 6,385 million, up from CHF 3,535 million in 2002 - an increase of 81%. In 2002, our results were negatively influenced by the CHF 953 million writedown of the value of the PaineWebber brand but benefited from both the sale of private bank Hyposwiss, which resulted in a net gain of CHF 125 million and the divestment of Klinik Hirslanden, a private hospital group with a net gain of CHF 60 million. Excluding the amortization of goodwill and other intangibles and the sale of these subsidiaries, net profit increased 33% in 2003 from 2002. The increase was driven by our tight management of costs and our ability to build market share and capture revenues during the steady recovery in financial markets as the year

progressed. In particular, our asset-based revenues recovered from the lows posted in 2002. Our result was further helped by much improved trading opportunities, a gradual improvement in investor sentiment and significantly lower writedowns in our Private Equity business. At the same time, expenses remained under tight control. We recorded reductions in all cost categories compared with 2002, with non-personnel expenses falling below the year 2000 level.

UBS performance indicators

As mentioned in the previous section ‘Analysis of Performance’, we focus on four performance indicators, designed to deliver continually improving returns to our shareholders:
5 
Calculated usingOur return on equity for 2003 was 18.2%, up from 8.9% a year ago. This was our best result since the former definitionvery strong 21.5% return recorded in 2000. The increase reflects our much improved net profit combined with a lower average level of assets under managementequity resulting from our continued buyback programs. In 2002, the return was boosted by 0.5 percentage points from the Klinik Hirslanden and Hyposwiss divestments, but lowered by 2.4 percentage points through the writedown of the PaineWebber brand. Amortization of goodwill reduced the 2003 ratio by 2.7 percentage points, compared to an effect of 3.1 percentage points in 2000.2002. Excluding these divestment gains and the amortization of goodwill and other intangibles, return on equity increased by 7.0 percentage points.

(Background Graphic)
Basic earnings per share (EPS) stood at the highest level since 2000. In 2003, they were CHF 5.72, an increase of CHF 2.80 or 96% from 2002, reflecting the increase in profit as well as the 8% reduction in the average number of shares outstanding due to our continued buyback activities. In 2002, basic EPS was boosted by CHF 0.15 from the Klinik Hirslanden and Hyposwiss divestments, but lowered by CHF 0.79 through the writedown of the PaineWebber brand. Amortization of goodwill reduced basic EPS by CHF 0.84 in 2003, compared to CHF 1.81 in 2002. Excluding these divestment gains and the amortization of goodwill and other intangibles, basic EPS increased by CHF 1.99.



2025


 

UBS Results



Invested Assets and Net New Money

                         
 Invested assets  Net new money1        
  
  
 
CHF billion
  31.12.02   31.12.01   31.12.00   2002   2001   2000 

UBS Group
  2,037   2,448   2,445   36.9   102.0   (49.5)

UBS Wealth Management & Business Banking2
                        
Private Banking  688   791   798   16.6   24.63  1.23
Business Banking Switzerland  205   215   239   3.7   9.23  2.73

UBS Global Asset Management
                        
Institutional  279   328   323   (0.6)  6.2   (70.8)
Wholesale Intermediary  278   344   319   (1.8)  28.7   2.9 

UBS Warburg
  3   1   1   0.5   0.1     

UBS PaineWebber
  584   769   765   18.5   33.2   14.54

                         
                  
  Invested assets Net new money1
CHF billion 31.12.03  31.12.02  31.12.01  2003  2002  2001 
 
UBS
  2,209   2,037   2,448   61.6   36.9   102.0 
 
Wealth Management & Business Banking
                        
Wealth Management  701   642   728   29.7   17.7   23.2 
Business Banking Switzerland  212   205   215   (5.0)  3.7   9.2 
 
Global Asset Management
                        
Institutional  313   274   324   12.7   (1.4)  6.4 
Wholesale Intermediary  261   259   325   (5.0)  (6.3)  24.5 
 
Investment Bank
  4   3   1   0.9   0.5   0.1 
 
Wealth Management USA
  634   584   769   21.1   18.5   33.2 
 
Corporate Center
                        
Private Banks & GAM  84   70   86   7.2   4.2   5.4 
 
1Excludes interest and dividend income.2 Calculated based



The cost / income ratio was 75.2% in 2003, an improvement from 86.2% in 2002. It stands at its lowest level since PaineWebber became part of UBS. The slight drop in income reflected the difficult market environment in first half 2003 and lower divestment gains. This was more than compensated by a decline in operating expenses due to ongoing cost management initiatives and the downward pressure on compensation ratios. In 2002, the ratio was boosted by 0.6 percentage points from the Klinik Hirslanden and Hypo-swiss divestments, but experienced a 3.6 percentage point negative impact from the PaineWebber writedown. Amortization of goodwill accounted for 2.8 percentage points of the 2003 ratio, compared to an effect of 7.2 percentage points in 2002. Excluding these divestment gains and the amortization of goodwill and other intangibles, the ratio decreased by 6.8 percentage points.
     In full-year 2003, net new money inflows into our Wealth Management businesses totaled CHF 50.8 billion compared with CHF 36.2 billion in 2002. This represents an increase of 40% and corresponds to an annual growth rate of 4.2%. Both the Wealth Management and Wealth Management USA businesses were able to attract more client money in 2003 than in 2002.

Results

Operating income

Total operating income fell slightly to CHF 33,972 million in 2003 from CHF 34,121 million

in 2002. The drop was caused by lower asset-based revenues impacted by the low market levels in early 2003, which only started to recover in the second half of the year. Operating income was also affected by the weakening of major currencies against the Swiss franc, including the 13% drop of the US dollar. This was partially offset by higher income from fixed income trading and much lower private equity writedowns. Excluding the divestment gains of CHF 227 million from the sale of Hyposwiss and Klinik Hirslanden in 2002 and CHF 161 million from the sale of Correspondent Services Corporation in 2003, total operating income decreased by CHF 83 million from 2002 compared to 2003.

Net interest incomeof CHF 12,299 million in 2003 was 17% higher than the CHF 10,546 million in 2002.Net trading income, at CHF 3,883 million in 2003, declined 30% from CHF 5,572 million a year earlier.
     As well as income from interest margin-based activities (loans and deposits), net interest income includes income earned as a result of trading activities (for example, coupon and dividend income). This component is volatile from period to period, depending on the new structurecomposition of the trading portfolio. In order to provide a better explanation of the movements in net interest income and net trading income, we analyze the total according to the business activities that give rise to the income, rather than by the type of income generated.
Net income from interest margin productsdropped by 4% to CHF 5,077 million in 2003 from CHF 5,275 million in 2002. The result



26


Net Interest and Trading Income

                 
CHF million             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Net interest income  12,299   10,546   8,041   17 
Net trading income  3,883   5,572   8,802   (30)
 
Total net interest and trading income
  16,182   16,118   16,843   0 
 

Breakdown by business activity

                 
CHF million             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Net income from interest margin products
  5,077   5,275   5,694   (4)
 
Equities  2,464   2,794   3,661   (12)
Fixed income  6,530   6,041   6,294   8 
Foreign exchange  1,501   1,500   1,490   0 
Other  315   270   84   17 
 
Net income from trading activities
  10,810   10,605   11,529   2 
 
Net income from treasury activities
  1,415   1,667   1,424   (15)
 
Other1
  (1,120)  (1,429)  (1,804)  22 
 
Total net interest and trading income
  16,182   16,118   16,843   0 
 
1 Principally external funding costs of the PaineWebber Group, Inc. acquisition.



reflects lower interest margins on client savings and cash accounts, and declining revenues from our diminishing recovery portfolio in Switzerland as well as lower interest revenue on margin loans in the US as we sold our Correspondent Services Corporation (CSC) clearing business. These effects were partially offset by higher mortgages and saving accounts volumes in Switzerland.

     Over the full year,net income from trading activities, at CHF 10,810 million in 2003, was up 2% from CHF 10,605 million a year earlier. Equity trading income of CHF 2,464 million was down 12% from CHF 2,794 million a year earlier. The drop reflected the weakening of most major currencies against the Swiss franc. Excluding currency fluctuations, equity trading revenues increased as the business benefited from improved trading opportunities that followed the strong market recovery. Fixed income trading revenue was CHF 6,530 million in 2003, up 8% from CHF 6,041 million in the same period a year earlier. This increase was due to better performances across our businesses with very strong revenues in our Principal Finance, Mortgage-backed Securities and Derivatives businesses. However, results were also affected by the US dollar’s decline against the Swiss franc and negative revenues of CHF 678 million relating to

Credit Default Swaps (CDS) hedging existing credit exposure in the loan book. In 2002, we recorded a mark to market gain of CHF 226 million on these CDS positions. Our use of CDSs as hedging instruments for our loan book is only one part of our overall management approach to trading credit risk. The Critical accounting policies section on page 15 in this report and the Capital and Risk Management section of our Handbook 2003/2004 contain further information on how we use CDSs to hedge our credit exposure. Over the full year, foreign exchange trading revenues, at CHF 1,501 million, remained virtually unchanged from CHF 1,500 million in 2002.

Net income from treasury activities,at CHF 1,415 million in 2003, was down 15% from CHF 1,667 million a year earlier. The drop mainly reflected lower income from our invested equity as we continued to buy back shares, as well as a further decline in interest rates. The impact of falling interest rates was partially offset by the diversification of our invested equity into currencies other than Swiss francs.
     In 2003,other net trading and interest incomeshowed negative revenues of CHF 1,120 million compared to negative CHF 1,429 million a year earlier. The improvement was mainly due to lower goodwill funding costs related to the write-



27


UBS Results



Credit Loss (Expense) / Recovery

                 
CHF million             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Wealth Management & Business Banking  (75)  (238)  (124)  68 
Investment Bank  (40)  35   (360)    
Wealth Management USA  (3)  (15)  (15)  80 
Corporate Center  2   12   1   (83)
 
UBS
  (116)  (206)  (498)  44 
 



down of the value of the PaineWebber brand, and lower funding needs for our private equity portfolio.

     Totalcredit loss expense for UBS in 2003 amounted to CHF 116 million, compared to CHF 206 million in 2002.
     Credit loss expense at Wealth Management & Business Banking effective 1 Julyamounted to CHF 75 million compared to CHF 238 million in 2002. Prior-period figuresThis exceptionally strong result was achieved despite the negative impact of the Erb Group, a privately held Swiss conglomerate which defaulted in fourth quarter 2003. Our domestic credit portfolio demonstrated strong resilience in a Swiss economic environment which saw an increase in the number of corporate bankruptcies by 13.4% compared to 2002, the highest annual increase in 10 years. The measures taken in recent years to improve the quality of our credit portfolio have been restated accordingly.   3 Calculated usingresulted in lower levels of new defaults, and our success in

managing the former definitionimpaired portfolio has resulted in a higher than anticipated level of assets under management uprecoveries. In response to an improving economic and includingpolitical environment in some emerging markets, we were also able to release country allowances relating to our correspondent banking business.

     Outside Switzerland, the global credit environment gradually improved during 2003, especially in the second quarterhalf of the year, reversing the downward trend observed in the previous two years. Although some concerns regarding sustainability remain, signs of a global economic recovery have increased.
     The Investment Bank experienced credit loss expense of CHF 40 million, compared to credit loss recoveries of CHF 35 million in 2002 and credit loss expense of CHF 360 million in 2001. 4 Calculated usingThis continued strong performance was the former definitionresult of assets under management in 2000.minimal exposures to new defaults plus the recovery of country provisions consistent



 

2002
Net Fee and Commission Income

                 
CHF million             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Security trading and investment activity fees
                
Underwriting fees  2,354   2,134   2,158   10 
Corporate finance fees  761   848   1,339   (10)
Brokerage fees  5,608   5,987   6,445   (6)
Investment fund fees  3,895   4,033   4,276   (3)
Fiduciary fees  241   300   355   (20)
Custodian fees  1,201   1,302   1,356   (8)
Portfolio and other management and advisory fees  3,855   4,065   4,650   (5)
Insurance-related and other fees  355   417   538   (15)
 
Total securities trading and investment activity fees  18,270   19,086   21,117   (4)
 
Credit-related fees and commissions  249   275   307   (9)
Commission income from other services  1,087   1,006   946   8 
 
Total fee and commission income
  19,606   20,367   22,370   (4)
 
Brokerage fees paid  1,483   1,349   1,281   10 
Other  778   797   878   (2)
 
Total fee and commission expense
  2,261   2,146   2,159   5 
 
                 
Net fee and commission income
  17,345   18,221   20,211   (5)
 



UBS made significant progress28


with the more favorable outlook for emerging market economies. For further details on our risk management approach, how we measure credit risk and the development of our credit risk exposures, please see the Capital and Risk Management section in our Handbook 2003/2004.

     At CHF 17,345 million,net fee and commission incomein 2003 was 5% lower than CHF 18,221 million in 2002. AfterThe drop was mainly due to the successful integrationweakening of PaineWebberthe US dollar and other major currencies against the Swiss franc. Excluding currency effects, net fee and commission income actually increased, with a record result in 2001,our underwriting activities. However, our asset-based revenues suffered from the low market levels in early 2003 and only started to recover in the second half of the year. Further, our brokerage revenues only started to rebound as the year progressed, following the gradual rise in market activity levels. Underwriting fees, at their highest level ever, increased 10% from CHF 2,134 million in 2002 to CHF 2,354 million in 2003. Fixed income and equities underwriting revenues increased by 12% and 9% respectively compared to a year earlier, reflecting the improved market conditions. Corporate Finance fees dropped by 10% to CHF 761 million in 2003 from CHF 848 million in 2002, reflecting lower market activity and a drop in overall size of the global fee pool for merger and acquisitions, although we were able to again improve our market share. Net brokerage fees dropped 11% to CHF 4,125 million in 2003 from CHF 4,638 million in 2002. The drop reflects the weakening of the US dollar against the Swiss franc as well as lower client activity, which only recovered in the second half of the year as market activity levels started to improve. The result was further impacted by the sale of our Correspondent Service Corporation (CSC) business. Investment fund fees dropped just 3% to CHF 3,895 million in 2003 from CHF 4,033 million in 2002, reflecting lower asset-based fees. This was partially offset by higher revenues due to the expansion of our alternative and quantitative investment business. Custodian fees, at CHF 1,201 million in 2003, were down 8% from CHF 1,302 million in 2002, principally due to lower market values and, consequently, average asset levels. The 5% fall in portfolio and other management and advisory fees from CHF 4,065 million in 2002 to CHF 3,855 million in 2003 mainly reflects the drop of the US dollar against the Swiss franc and lower management

fees resulting from the low market levels at the outset of the year. This was partially offset by higher performance fees. At CHF 355 million in 2003, insurance-related and other fees decreased by 15% from a year earlier, mainly reflecting the weakening of the US dollar.

Other incomewas CHF 561 million in 2003 compared with a loss of CHF 12 million a year earlier. The increase was mainly due to a drop in private equity impairment charges, as well as higher disposal gains from our private equity investments. This was partially offset by a reduction in divestment gains from other financial investments as well as a CHF 66 million decline in gains from disposals of associates and subsidiaries (the two 2002 gains of CHF 72 million from Klinik Hirslanden and CHF 155 million from Hyposwiss less 2003’s CSC gain of CHF 161 million). Other income was further impacted by the fall-off in income from Klinik Hirslanden.

Operating expenses

We continued to expandmanage our investment banking capabilities, especiallycost base tightly. Strong cost control measures remain in place and we further streamlined processes and structures across the firm. Total operating expenses fell below their level in 2000. In full-year 2003, they were CHF 25,624 million, down 13% from CHF 29,577 million a year earlier. The drop was influenced by the writedown of the value of the PaineWebber brand in fourth quarter 2002, which resulted in an amortization expense of CHF 1,234 million. Excluding the writedown, expenses declined 10% with drops recorded in all categories of costs. General and administrative expenses fell 14%, reflecting our continuous cost-cutting initiatives, while personnel expenses dropped by 7%. Overall, the decline in expenses was helped by the weakening of the US dollar against the Swiss franc and last year’s sale of Klinik Hirslanden.
Personnel expensesdropped by 7% to CHF 17,231 million in 2003 from CHF 18,524 million in 2002. The drop was mainly due to the weakening of the US dollar against the Swiss franc. Salary expenses fell due to the 5% reduction in headcount over the period. The drop was further accentuated by lower contractor expenses and retention payments. This was partially offset by higher performance-related compensation expenses that increased in line with our improving revenue, as well as slightly higher con-



29


UBS Results



Headcount

                 
              % change from 
(full-time equivalents) 31.12.03  31.12.02  31.12.01  31.12.02 
 
Wealth Management & Business Banking
  26,796   27,841   28,138   (4)
Wealth Management  9,176   9,399   8,918   (2)
Business Banking Switzerland  17,620   18,442   19,220   (4)
Global Asset Management
  2,689   2,733   2,704   (2)
Investment Bank
  15,550   16,037   15,690   (3)
Investment Banking & Securities  15,500   15,964   15,562   (3)
Private Equity  50   73   128   (32)
Wealth Management USA
  18,016   19,563   20,413   (8)
Corporate Center
  2,878   2,887   3,040   0 
 
Total
  65,929   69,061   69,985   (5)
 



tributions to retirement plans. Personnel expenses are managed on a full-year basis with final fixing of annual performance-related payments in the fourth quarter. Over the full year, approximately 44% of this year’s personnel expense was paid as bonus or other variable compensation, up from 42% last year. Average variable compensation per head in 2003 was 3% higher than in 2002.

     In full-year 2003,general and administrative expenses, at CHF 6,086 million, were down 14% from CHF 7,072 million a year earlier. Strict cost control in all our businesses led to a drop in nearly all cost categories. The biggest falls were in overall provisions, with major declines in legal and security provisions (2002 included the global charge of CHF 111 million (USD 80 million) related to the US equity research settlement). Administration, IT and telecommunication expenses saw significant drops from our continued cost-saving initiatives, partially offset by slightly higher rent and maintenance expenses as well as professional fees, the latter due to higher project-related costs.
     At CHF 1,521 million in 2002,depreciationfell 10% to CHF 1,364 million in 2003, mainly due to lower IT-related charges, as well as the weakening of the US dollar against the Swiss franc.
Amortization of goodwill and other intangible assetsdecreased from CHF 2,460 million in 2002 to CHF 943 million in 2003. The main reason for the drop was because, a year earlier, in 2002, we wrote down the value of the PaineWebber brand name. Excluding that charge, the drop would have been 23%, reflecting the full amortization of some businesses, as well as the strengthening of the Swiss franc against the US dollar.

Tax

We incurred a tax expense of CHF 1,618 million in 2003, up from CHF 678 million in 2002. This corresponds to an effective tax rate of 19.4% in 2003, compared to 2002’s full-year rate 14.9%. The sale of CSC (in second quarter 2003) increased our effective tax rate for the full year by 1.6%. The particularly low 2002 rate was driven by the substantial tax effect of writedown of the value of the PaineWebber brand, lower progressive tax rates in Switzerland, the ability to benefit from tax loss carryforwards in the US and UK and a high proportion of earnings generated in lower tax jurisdictions. The 2003 tax rate was positively influenced by a continued favorable regional profit mix and the successful conclusion of tax audits We believe that an underlying tax rate of around 19–20% continues to build up our European wealth management business. Our achievements should be vieweda reasonable indicator for 2004.

Headcount

(BAR CHART)



30


(BAR CHART)

Headcount, at 65,929 on 31 December 2003, was 5% lower than a year ago. While we have been able to avoid major job cut programs in the context of last year’s environment, which was one of the most challenging seen in the financial industrythree years, we have closely monitored our cost structure and staffing needs. We have not needed to maintain all our capacity during the post-war era. Extensive corrections in major global equity markets, depressedrecent market levels, low corporate activity,downturn and broadly subdued investor optimism reflected uncertainty about economicwe have continued to improve efficiency and political developments. However, our businesses were remarkably resilient and competitive in view of the general conditions they faced in 2002. Strict cost discipline and focus on growthproductivity. Therefore, we have gradually reduced headcount across the firm helpedwhile, at the same time, expanding our capabilities in areas with positive growth potential.

Dividend

The Board of Directors will recommend at the Annual General Meeting on 15 April 2004 that UBS should pay a dividend of CHF 2.60 per share for the 2003 financial year, an increase of 30% or CHF 0.60 from the CHF 2.00 dividend paid at the same time a year earlier for the 2002 financial year.

     If the dividend is approved, the ex-dividend date will be 16 April 2004, with payment on 20 April 2004 for shareholders of record on 15 April 2004.

Balance sheet

Total assets, at CHF 1,386 billion on 31 December 2003, increased by 17% from CHF 1,181 billion on 31 December 2002. The increase was mainly due to higher overall trading activities although that was partially offset by the weakening of the US dollar, which fell by 10% against

the Swiss franc in the period. Cash and balances with central banks was CHF 3.6 billion on 31 December 2003, down slightly from CHF 4.3 billion on the same date a year earlier. The drop was mainly due to a decline in our positions held with the Swiss National Bank. Assets due from banks decreased to CHF 31.7 billion on 31 December 2003 from CHF 32.5 billion on 31 December 2002, reflecting lower short-term deposits with third-party banks. Trading-related assets (cash collateral on securities borrowed, trading portfolio assets and reverse repurchase agreements) rose by CHF 191.7 billion between 31 December 2003 and the same date a year earlier. This increase reflects higher trading activities, mainly in the Fixed Income, Rates and Currencies (FIRC) business, especially in the US. Cash collateral on securities borrowed rose by 54% or CHF 74.9 billion in the same period, reflecting an increase in securities lending activities, influenced by our acquisition of ABN AMRO’s US prime brokerage business. Reverse repurchase agreements increased by 9% or CHF 26.5 billion, reflecting higher client and market making activity and a lower level of counter party netting. Trading portfolio assets increased by 24% or CHF 90.3 billion, mirroring higher positions in most products, particularly in mortgage-backed securities and principal finance positions. Loans, net of allowances for credit losses, remained virtually unchanged in the period. Financial investments fell to CHF 5.1 billion on 31 December 2003 from CHF 8.4 billion on the same date a year earlier, mainly reflecting a decrease in money market and debt positions, and reduced equity investments and private equity positions. Goodwill and other intangible assets, at CHF 11.5 billion on 31 December 2003, fell 16% or CHF 2.2 billion from CHF 13.7 billion a year earlier. The drop was mainly due to ongoing amortization, the sale of our CSC clearing business in the US (with its goodwill written down accordingly), as well as the decline of the US dollar against the Swiss franc.

     Total liabilities increased to CHF 1,346 billion on 31 December, up 18% from CHF 1,139 billion a year earlier. Liabilities due to banks jumped by 53% or CHF 44.0 billion, reflecting a high allocation in European Central Bank repo funding at year-end. Trading-related liabilities (cash collateral on securities lent, repurchase agreements and trading portfolio lia-



31


UBS Results



bilities) increased by CHF 102.9 billion in 2003 from a year earlier, reflecting growth across most sectors of the business. Amounts due to customers increased by 13% or CHF 40.5 billion, as a result of the acquired customer accounts from ABN AMRO’s US prime brokerage business and the launch of UBS Bank USA, where client cash balances previously swept into money market funds are now redirected into FDIC-insured deposit accounts. Debt issued decreased by CHF 9.2 billion to CHF 120.2 billion on 31 December 2003, reflecting a decrease in commercial paper issuance as the bank funded more in the interbank market and on a collateralized basis. Our long-term debt rose to CHF 62.1 billion on 31 December 2003 from CHF 56.6 billion a year earlier, reflecting attractive market conditions for new issuance of bonds and structured funding products. We believe the maturity profile of our long-term debt portfolio balances well and matches the maturity profile of our assets. For further details, please refer to Note 18 to the Financial Statements. Minority interests increased by 15% to CHF 4.1 billion on 31 December 2003 as we issued an additional USD 300 million (CHF 372 million) in trust preferred securities.

     Shareholders’ equity decreased by CHF 3.5 billion, or 9%, between 2003 and 2002, due to the dividend payment and the increase in treasury shares due to our continuous share buy-back programs offsetting retention of our 2003 net profit.

Contractual obligations

The table below summarizes our contractual obligations as of 31 December 2003. All contracts, with the exception of purchase obligations (those where we are committed to purchase determined volumes of goods and services), are

either recognized as liabilities on our balance sheet or, in the case of operating leases, are disclosed in Note 26 to the Financial Statements.

     The following liabilities recognized on the balance sheet are excluded from the table because we do not consider these obligations as contractual: provisions, current and deferred tax liabilities, liabilities to employees for equity participation plans, settlement and clearing accounts and amounts due to banks and customers.
     With purchase obligations, we have excluded our obligation to employees under the mandatory notice period, during which we are required to pay employees contractually agreed salaries. We believe that these amounts are not included in the definition of contractual purchase obligations.

Off-balance sheet arrangements

In the normal course of business, UBS enters into arrangements that, under IFRS, are not recognized on the balance sheet and do not affect the income statement. These types of arrangements are kept off-balance sheet as long as UBS does not incur an obligation from them or become entitled to an asset itself. As soon as an obligation is incurred, it is recognized on the balance sheet, with the resulting loss recorded in the income statement. It should be noted, however, that the amount recognized on the balance sheet does not, in many instances, represent the full loss potential inherent in such arrangements.

     For the most part, the arrangements discussed below either meet the financial needs of customers or offer investment opportunities through entities that are not controlled by UBS. The importance of such arrangements to us, expandwith respect to liquidity, capital resources or market and credit risk support, is minimal. We do not rely on such arrangements as a major source of revenue nor have we incurred significant expens-



Contractual Obligations

                 
  Payment due by period
  Less than          More than 
CHF million 1 year  1-3 years  3-5 years  5 years 
 
Long-term debt  7,598   18,828   14,719   20,977 
Capital lease obligations  64   147   130   0 
Operating leases  876   1,477   1,227   3,992 
Purchase obligations  937   594   169   11 
Other long-term liabilities  267   1   0   6 
 
Total
  9,742   21,047   16,245   24,986 
 



32


es in the past and we do not expect to do so in the future. The following paragraphs discuss four distinct areas of off-balance sheet arrangements as of 31 December 2003 and any potential obligations that may arise from them.

Guarantees

In the normal course of business, we issue various forms of guarantees to support our customers. These guarantees are kept off-balance sheet unless a provision is needed to cover probable losses. The contingent liabilities arising from these guarantees are disclosed in Note 25, Commitments and Contingent Liabilities, to the Financial Statements. In 2003, the level of our contingent liabilities from guarantees fell compared to a year earlier. Fee income earned from issuing guarantees is not material to our total revenues. Losses incurred under guarantees were insignificant for each of the last three years.

Retained interests

UBS also sponsors the creation of Special Purpose Entities (SPEs) that facilitate the securitization of acquired residential and commercial mortgage loans and related securities. We also securitize customers’ debt obligations in transactions that involve SPEs which issue collateralized debt obligations. A typical securitization transaction of this kind would involve the transfer of assets into a trust or corporation in return for beneficial interests in the form of securities. Generally, the beneficial interests are sold to third parties shortly after the securitization. We do not provide guarantees or other forms of credit support to these SPEs. Assets are no longer reported in our consolidated financial statements as soon as their risk or reward is transferred to a third party. For further discussion of our securitization activities, see Note 34, Sales of Financial Assets in Securitizations.

Derivative instruments recorded in
shareholders’ equity

We have no derivative contracts linked to our own share that are accounted for as equity instruments. All derivative contracts linked to our share are accounted for as derivative instruments and are carried at fair value on the balance sheet under positive replacement values or negative replacement values.

Variable Interest Entities (VIE)

Under US GAAP, VIEs are entities where the voting interests are not substantive, or differ significantly from economic interests. If UBS, together with its related parties (which includes all employees of UBS), bears more than 20% of a VIE’s expected residual losses, expected residual gains, or both, it holds a significant variable interest in that entity. If UBS bears the majority of the expected residual losses or gains, it is considered to be the primary beneficiary. More detailed information is provided in Note 41 to the Financial Statements.
     Below is a summary of the obligations that UBS bears in relation to such entities, in so far as they are not consolidated in UBS’s primary consolidated Financial Statements under IFRS, using ‘maximum exposure to loss’ as a measure to quantify the potential obligations arising out of these arrangements.

VIEs in which UBS is the primary beneficiary

UBS has established VIEs prior to 1 February 2003, including entities which hold UBS shares or derivatives on UBS shares for employee equity compensation trusts and leveraged investments available to key employees. The maximum exposure to loss of these VIEs is approximately CHF 5.6 billion. This consists of the total assets of the VIEs (which are not consolidated under IFRS or US GAAP) of CHF 5.1 billion and an additional amount of CHF 426 million which UBS might be obligated to invest as part of the contractual obligation to the leveraged investment of key employees. Since 31 January 2003, UBS has established VIEs with total assets of approximately CHF 4.1 billion for which the maximum exposure to loss is approximately CHF 481 million. We believe, however, that the probability of suffering the maximum amount of loss from the above VIEs is remote.

VIEs in which UBS has a significant interest,
but is not the primary beneficiary

UBS has identified that it holds significant variable interests in other VIEs. It is estimated that the total assets of such VIEs amount to approximately CHF 1.9 billion, and that UBS has a maximum exposure to loss of approximately CHF 593 million in relation to these VIEs. The latter amount relates only to amounts that UBS



33


UBS Results



has actually invested into the entities in question, as there are no additional contractual obligations. Again, we believe that the probability of suffering the maximum loss from these VIEs is remote.

VIEs in which UBS may hold a significant variable
interest, or be the primary beneficiary

In addition to the VIEs noted above, UBS has identified other VIEs established prior to 1 February 2003, which are still being assessed. UBS holds at least a significant variable interest in these VIEs. Once the assessment is complete, it may be determined that UBS is the primary beneficiary for a portion of them. These VIEs are currently not consolidated under IFRS or US GAAP. It is estimated that the total assets of these VIEs amounts to CHF 4.5 billion, and that UBS has a maximum exposure to loss of CHF 253 million in relation to these VIEs. The latter amount relates only to amounts that UBS has actually invested into the entities in question, as there are no additional contractual obligations. Again, we believe that the probability of suffering the maximum loss from these VIEs is remote.

Cash flows

In the full year to 31 December 2003, cash and cash equivalents decreased by CHF 9.0 billion, principally as a result of financing activities, which generated negative cash flows of CHF 13.3 billion. Significant cash outflows resulted from CHF 14.7 billion in repayments of money market positionpaper, CHF 6.8 billion from movements in treasury shares and derivative activity in own equity, and CHF 2.3 billion from dividends paid. Issuance of long-term debt of CHF 23.6 billion and repayments of CHF 13.6 billion brought a net cash inflow of CHF 10.0 billion. When compared to 2002, cash outflows from financing activities fell by approximately CHF 19 billion. The main reasons for the reduced outflows were an approximate CHF 12 billion decline in repayments of money market paper and higher net inflows of roughly CHF 8 billion in both issuance and repayment of long-term debt. Increased buybacks of treasury shares in 2003, coupled with a higher average price for our shares, resulted in a period where manyhigher cash outflow of approximately CHF 1.2 billion in 2003.

Operating cash inflows (before changes in operating assets and liabilities and income taxes paid) amounted to CHF 9.1 billion, an increase of CHF 944 million from 2002. While net profit in 2003 was CHF 2.9 billion higher than a year earlier, we had considerably higher non-cash expenses in 2002, which reduce net profit but do not affect cash flow. Notably, amortization of goodwill and intangible assets was CHF 1.5 billion higher in 2002 than in 2003. The main reason was the writedown of the value of the PaineWebber brand name of CHF 1,234 million, but the US dollar exchange rate, which was higher in 2002 against most currencies than it was last year, also contributed to the difference. The other two items were deferred tax expense and gains or losses from investing activities included in net profit. In 2003, we had deferred tax expenses of CHF 514 million, attributable to a range of sources generating taxable temporary differences. In 2002, we had a deferred tax benefit of CHF 509 million, to which the release of deferred tax liabilities related to the PaineWebber brand name was the largest single contributor.

     Cash of CHF 88.2 billion was used to fund the net increase in operating assets, while a net increase in operating liabilities generated cash inflows of CHF 83.6 billion. The comparative amounts in 2002 were much smaller, primarily reflecting a pick-up in activities in 2003 related to the rebound of the financial industrymarkets. Payments to tax authorities were forcedCHF 1.1 billion, an increase of CHF 532 million compared to re-assess2002.
     Investing activities generated cash inflow of CHF 1.5 billion. Divestments of financial investments contributed CHF 2.3 billion while the basic assumptions about their business. Our clients made substantial new investments into our private client businesses,sale of CSC clearing business and we significantly improved our investment banking market share. Despite market developments,a few smaller subsidiaries and associates generated CHF 834 million. Purchases of property and equipment amounted to CHF 1.4 billion, of which the relative operational performancelargest portion was spent for IT, software and communication equipment. Comparative amounts in 2002 did not deviate materially from the current year.

Outlook

Having successfully navigated the turbulent down-markets of the last few years with no unpredictable changes in our core businesses remained strong andprofitability, our strategy, or our staffing levels, we benefited fromnow enter what seem likely to be calmer waters with, we



34


believe, the full confidence of our prudent attitude to riskclients, our employees and our tight managementshareholders. Our businesses are all performing extremely well. And while, of costs.course, we cannot predict with certainty whether markets will continue in their friendly mood, we are committed to again securing for our investors the best possible returns in 2004.

2002

Net profit

UBS’s 2002 net profit was CHF 3,535 million, downa 29% decline from CHF 4,973 million in 2001.

This full-year In 2002, profit was impactedaffected by several items which we call significant financial events (SFEs): the non-cash after-tax writedownwrite-down of the value of the PaineWebber brand, which reduced after-tax profit by 21%, and the impact offrom sales of the Hyposwiss and Klinik Hirslanden subsidiaries, which added 6% to profit. Excluding the amortization of goodwill and other intangibles and the sale of these effects, and before goodwill amortization,subsidiaries, net profit fell by 12% between 20012002 and 2002.

     Return on equity, also affected by the brand writedown, was 8.9% in 2002, down from 11.7% a year earlier. In the same timeframe, basic earnings per share were CHF 2.92, 26% lower than a year earlier while the cost/income ratio was 86.2%, an increase of 5.4 percentage points from 2001.

Group targets
UBS performance indicators

We focus on four key performance targets,indicators, designed to ensure that UBS deliversdeliver continually improving returns to its shareholders.
We seek to increase the value of UBS by achieving a sustainable, after-tax return on equity of 15-20%, across periods of varying market conditions.
We aim to increase shareholder value through double-digit average annual percentage growth of basic earnings per share (EPS), across periods of varying market conditions.
Through cost reduction and earnings enhancement initiatives, we aim to reduce UBS’s cost/ income ratio to a level that compares positively with best-in-class competitors.


21


2

Group Financial Review
Group Results

Net Interest and Trading Income

                 
CHF million              
For the year ended  31.12.02   31.12.01   31.12.00   % change from
31.12.01
 

Net interest income  10,546   8,041   8,130   31 
Net trading income  5,572   8,802   9,953   (37)

Total net interest and trading income
  16,118   16,843   18,083   (4)

Breakdown by business activity:                

Net income from interest margin products  5,275   5,694   5,430   (7)
Net income from trading activities  10,605   11,529   12,642   (8)
Net income from treasury activities  1,667   1,424   762   17 
Other1
  (1,429)  (1,804)  (751)  21 

Total net interest and trading income
  16,118   16,843   18,083   (4)

1 Principally external funding costs of the Paine Webber Group, Inc. acquisition.


We aim to achieve a clear growth trend in net new money in the private client businesses (Private Banking and UBS PaineWebber).
     The first three targets are all measured pre-goodwill amortization, and adjusted for significant financial events.
     Our performance against these targets in 2002 reflects the extremely difficult market conditions. Before goodwill and adjusted for significant financial events:
our shareholders:
 Our return on equity for 2002 was 13.9%8.9%, down from 14.8% a year ago11.7% in 2001. The return was boosted by 0.5 percentage points by the divestments of Klinik Hirslanden and slightly below our target rangeHyposwiss, but lowered by 2.4 percentage points through the writedown of 15-20%.the value of the PaineWebber brand. Amortization of goodwill and intangible assets reduced the 2002 ratio by 3.1 percentage points, equal to the effect of 2001. Excluding the effects of these divestment gains and the PaineWebber brand writedown, returns fell by 0.9 percentage points. The lower average level of equity, which wasfell 6% lower because of our ongoing share buyback programs, partially offset the market-related decline in earnings of 12%29%.
 Basic earnings per share (EPS) for 2002 were CHF 4.57,2.92, a decline of 8%26% from 2001. Basic EPS was boosted by CHF 0.15 by the divestments of Klinik Hirslanden and Hyposwiss, but lowered by CHF 0.79 through the write-down of the value of the PaineWebber brand.

Amortization of goodwill and intangible assets reduced basic EPS by CHF 0.24 percentage points, equal to the effect of 2001. Excluding the effects of these divestment gains and the PaineWebber brand writedown, basic EPS fell by CHF 0.37. The 12% decline in profit was partially offset by the reduced average number of shares outstanding. Without the buyback programs, our earnings per share in 2002 would have been 9% lower.
 The cost/cost / income ratio increased to 79.5%86.2% from 77.3%80.8%. OngoingThe ratio was boosted by 0.6 percentage points by the divestments of Klinik Hirslanden and Hyposwiss, but impacted by 3.7 percentage points through the writedown of the value of the PaineWebber brand. Amortization of goodwill and intangible assets impacted the 2002 ratio by 7.2 percentage points. Excluding the effects of these divestment gains, and the amortization of goodwill and other intangible assets, the ratio decreased by 2.2 percentage points. Excluding the writedown, operating expenses actually dropped 7%, reflecting our ongoing cost initiatives across all our businessesbusinesses. Yet it could not fully counteract the drop in revenues due to the declining market activity levels and subdued levels of transactional and corporate activity as well as ongoing private equity writedowns.
     Net new money in the private clientwealth management units (Private Banking(Wealth Management and UBS PaineWebber)Wealth Management USA) dropped from CHF 57.856.4 billion in 2001 to CHF 35.136.2 billion in 2002. The drop was mainly due to difficult market conditions, which were accentuated by the Italian tax amnesty.

Results

Operating income

Total operating income fell to CHF 34,121 million in 2002 from CHF 37,114 million in 2001. Adjusted forThe 2002 result was influenced by the divestment gains of Hyposwiss and Klinik Hirslanden,Hirslanden. Excluding these gains, total operating income in 2002 was CHF 33,894 million, a drop ofdropped 9% from 2001. The decline was mainly due to the difficult market environment, less favorable trading conditions and a weakening of investor sentiment. Falling market levels affected asset-based revenues while our private equity business continued to record losses due to ongoing poor valuation and exit conditions.conditions in 2002.



35


UBS Results



     Net interest income and net trading income. Net interest incomeof CHF 10,546 million in 2002 was 31% higher than in 2001.Net trading incomedeclined 37% from CHF 8,802 million in 2001 to CHF 5,572 million in 2002.

     In addition to income from interest margin-based activities (loans and deposits), net interest income includes income earned as a result of trading activities (for example, coupon and dividend income). This component is volatile from period to period, depending on the composition of the trading portfolio. In order to provide a better explanation of the movements in net interest income and net trading income, we analyze the total according to the business activities that give rise to the income, rather than by the type of income generated.
     Net income from interest margin productswas CHF 5,275 million in 2002, down 7% from CHF 5,694 million a year earlier,in 2001, mostly reflecting lower interest margins on savings and cash


22


IFRS Actual Credit Loss Expense/(Recovery)

                 
CHF million              
For the year ended  31.12.02   31.12.01   31.12.00   % change from
31.12.01
 

UBS Wealth Management & Business Banking  241   123   (695)  96 
UBS Warburg  (35)  360   562     
UBS PaineWebber  15   15   3   0 
Corporate Center  (15)  0   0     

Total
  206   498   (130)  (59)


accounts, as well as mortgages because of the extremely low interest rate environment. This was accentuated by the decline of the US dollar and the euro, which caused the Swiss franc equivalent of US dollar interest rate revenues to drop.

     Over the full year,     In 2002,net income from trading activitiesfell by 8% from CHF 11,529 million in 2001 to CHF 10,605 million in 2002.Equities revenues, at CHF 2,794 million in 2002, dropped from the year earlier,2001, reflecting worsening market conditions and lower client activity, although we recorded better results in our US equity business, where we continue to gain market share. At CHF 6,041 million in 2002,fixed incometrading revenues were lower than a year earlier,in 2001, when they benefited from a buoyant trading environment due to thefollowing coordinated interest rate cuts by major central banks duringin the second half of 2001. This change in environment and lower revenues from our Investment Grade Credit and High Yield businesses were partially offset by better results in our Principal Finance and Emerging Market businesses. Additionally, the full-year2002 trading result of our fixed income business profited from unrealized gains of CHF 226 million relating to credit default swaps (CDS) hedging existing credit exposures in the loan book. Our use of CDSs as hedging instruments for our loan book is only one part of our overall management approach to trading credit risk. The “Critical accounting policies” section on page 9 in this report and the “Capital and Risk Management” section ofIn 2002, our Handbook 2002/2003 contain further information on how we use CDSs to hedge our credit exposure. Over the full year, ourforeign exchangetrading revenues, at CHF 1,500 million, increased slightly, due to increased volumes and spreads.

     Net income from treasury activitieswas CHF 1,667 million in 2002, an increase of 17% overfrom 2001, reflecting higher income from our invested equity, a drop in funding costs as well as higher

unrealized gains on derivatives used to economically hedge interest rate risk related to structured notes issued.

     Other net trading and interest incomeshowed a loss of CHF 1,429 million in 2002 compared to a loss of CHF 1,804 million in 2001. This drop was mainly due to lower goodwill funding costs, which reflectedreflecting the weakening of the US dollar against the Swiss franc, lower funding costs for our private equity portfolio as well as the reclassification of some revenues previously reported as income from trading activities.
Credit loss expense.In 2002,credit loss expenses amounted tototaled CHF 206 million compared to CHF 498 million in 2001.
Throughout 2002, the global credit environment continued the downward trend observed in 2001. Concerns regarding the sustainability of the global economic recovery have increased. Combined with rising geopolitical tensions, theThe outlook for corporate profits has weakened.weakened that year as geopolitical tension rose. Financial market development during the year wasdevelopments were characterized by a heightened investoraversion to risk aversion, withamong investors, an increasingly pronounced tiering byof credit quality, resulting in higher-risk corporate and sovereign borrowers facing increasingly difficult financing conditions.
     Against this background, and in stark contrast to the very challenging credit environment, UBS Warburg achieved a strong credit performance with net credit loss recoveries of CHF 35 million, compared to credit loss expense of CHF 360 million in 2001 and CHF 562 million in 2000. This excellent performance was the result of minimal exposures to new defaults plus the recovery of country provisions for emerging markets exposures which were repaid or sold during 2002.
     Corporate bankruptcies in Switzerland have reversed a five-year falling trend and climbed by 10.8% during the year. In our case, this negative development did not come as a surprise and has largely been compensated by the measures we have


23


Group Financial Review
Group Results


Net Fee and Commission Income

                 
CHF million              
For the year ended  31.12.02   31.12.01   31.12.00   % change from
31.12.01
 

Underwriting fees  2,134   2,158   1,434   (1)
Corporate finance fees  848   1,339   1,772   (37)
Brokerage fees  5,987   6,445   5,742   (7)
Investment fund fees  4,033   4,276   2,821   (6)
Fiduciary fees  300   355   351   (15)
Custodian fees  1,302   1,356   1,439   (4)
Portfolio and other management and advisory fees  4,065   4,650   3,666   (13)
Insurance-related and other fees  417   538   111   (22)

Total securities trading and investment activity fees  19,086   21,117   17,336   (10)

Credit-related fees and commissions  275   307   310   (10)
Commission income from other services  1,006   946   802   6 

Total fee and commission income
  20,367   22,370   18,448   (9)

Brokerage fees paid  1,349   1,281   1,084   5 
Other  797   878   661   (9)

Total fee and commission expense
  2,146   2,159   1,745   (1)

Net fee and commission income
  18,221   20,211   16,703   (10)


undertaken to improve the asset quality of our domestic credit portfolio. The gradual slowdown of the Swiss economy and our success in substantially reducing our impaired portfolio have, however, resulted in a lower level of recoveries compared to previous years. This largely explains the increase of our credit loss expense in UBS Wealth Management & Business Banking to CHF 241 million, compared to CHF 123 million in 2001.

     Group credit loss expense in 2002 amounted to CHF 206 million, compared to CHF 498 million in 2001 and to a net recovery of CHF 130 million in 2000. The exceptional result in 2000 was helped by favorable economic conditions in Switzerland which, for UBS Wealth Management & Business Banking, resulted in substantial write-back of credit loss provisions taken in earlier periods.
     For further details on our risk management approach, how we measure credit risk and the development of our credit risk exposures, please see the “Capital and Risk Management” chapter of our Handbook 2002/2003.
Net fee and commission incomefor full-year 2002 was CHF 18,221 million, a decline of 10% compared to a year earlier,2001, due to a drop in most revenue categories.
     Underwriting fees, at CHF 2,134 million, dropped only 1% from 2001, reflecting the strong revenues from our fixed income business,

which increased by 67% compared to a year earlier.2001. However, this was offset by a much lower result in our equity underwriting business due to the markedly lower market activity.

     Corporate Finance fees fell by 37% to CHF 848 million, reflecting lower market activity and a significant drop in the global fee pool in 2002 compared to 2001. Despite that, we were again able to improve our market position, increasing our full-year2002 share of the market from 4.4 % in 2001 to 5.0% from 4.4% in 2002.2001.
     Net brokerage fees dropped by 10% to CHF 4,638 million in the period due to much lower client activity in 2002, reflecting the more difficult market environment. However, we increased



36


our market share as overall market volumes decreased at a sharper rate.

     Investment fund fees remained resilient and dropped just 6% to CHF 4,033 million. The drop was partially due to the lower asset base due toreflecting much lower markets, and because of falling sales-based commissions with investors reluctant to commit to new investments.
     Custodian fees, at CHF 1,302 million in 2002, were down 4% from CHF 1,356 million, principally due to lower market values and, consequently, average asset levels.
     The drop in portfolio and other management and advisory fees from CHF 4,650 million in 2001 to CHF 4,065 million reflectsin 2002 reflected lower aver-


24


                 
Headcount1               
              Change in % 
(full-time equivalents)
  31.12.02   31.12.01   31.12.00   31.12.01 

UBS Wealth Management & Business Banking
  28,930   29,469   30,272   (2)
Private Banking  10,488   10,249   9,835   2 
Business Banking Switzerland  18,442   19,220   20,437   (4)
UBS Global Asset Management
  3,346   3,281   2,860   2 
UBS Warburg
  16,037   15,690   15,391   2 
Corporate and Institutional Clients  15,964   15,562   15,262   3 
UBS Capital  73   128   129   (43)
UBS PaineWebber
  19,563   20,413   21,567   (4)
Corporate Center
  1,185   1,132   986   5 

Group total
  69,061   69,985   71,076   (1)
thereof: Switzerland
  27,972   29,163   30,095   (4)

1 Klinik Hirslanden was sold on 5 December 2002. The Group headcount does not include the Klinik Hirslanden headcount of 2,450 and 1,839 for 31 December 2001 and 31 December 2000, respectively.


ageaverage asset levels and third-party fees due toresulting from the difficult market environment.

     At CHF 417 million in 2002, insurance-relatedinsurance- related and other fees decreased by 22% from a year earlier.2001. This drop was mainly due to a decrease in insurance sales volumes in UBS PaineWebberWealth Management USA mirroring the more difficult market environment.
     Credit-related fees and commissions dropped by 10% from CHF 307 million to CHF 275 million reflecting lower revenues from guarantees as well as a drop in revenues from documentary credits.
     Other incomeshowed a loss of CHF 12 million compared to a gain of CHF 558 million a year earlier.in 2001. Higher impairment charges for UBS Capital’s private equity investments and other financial investments were only partially offset by gains from disposals of financial investments and of the Klinik Hirslanden and Hyposwiss subsidiaries.

Operating expenses

In full-year 2002, total operating expenses, at CHF 29,577 million, decreased by 3% from CHF 30,396 million in 20012001. The fall was because of lower personnel expenses, as well as fallingdeclining general and administrative expenses, reflecting our ability to adjust our costs in line with revenue developments. The decline was accentuated by the fall of the US dollar, UK sterling and euro against the Swiss franc. This drop was partially offset by the CHF 1,234 million charge for the writedown of the PaineWebber brand. Without the writedown, the drop in total operating expenses would have been 7%.
     Full-yearpersonnelPersonnel expensesdropped by 7% to CHF 18,524 million in 2002 due toon much

lower performance-related compensation expenses and lower salaries, and a reduction in head-count,headcount, especially

in UBS PaineWebberWealth Management USA and Business Banking Switzerland. The drop was further accentuated by lower recruitment, training and contractor costs across the firm, reflecting our continued cost control initiatives. Finally, the result was helped by a weaker US dollar against the Swiss franc.

     Personnel expenses are managed on a full-year basis with final fixing of annual performance-related payments in the fourth quarter. Over the full year, In 2002, approximately 42% of this year’s personnel expenses were bonus or other variable compensation, down from 43% last year.in 2001. Average variable compensation per head in 2002 was 8% lower than in 2001.
We did not build up any significant overcapacity during the peak of the last business cycle, and have therefore been able to reduce headcount gradually as economic conditions weakened without resorting to drastic cuts. UBS Group headcount dropped by 924 from 69,985 to 69,061, as we streamlined processes and structures at the same time as we expanded our capabilities in areas with positive growth potential.
     In full-year 2002,general and administrative expenses, at CHF 7,072 million, were down from CHF 7,631 million a year earlier.in 2001. Strict cost control in all our businesses led to a drop in nearly all cost categories. The biggest declines were in telecommunication, IT, outsourcing and branding expenses. This was partially offset by higher legal and security provisions including a global settlement charge of CHF 111 million (USD 80 million) regarding equity research in the US.


25


Group Financial Review
Group Results

     At CHF 1,614 million in 2001,depreciationfell by 6% to CHF 1,521 million in 2002 mainly due to lower depreciation charges for machines and equipment.

     Amortization of goodwill and other intangible assetsincreased from CHF 1,323 million in 2001 to CHF 2,460 million in 2002, due to the write-down of the PaineWebber brand name following our decision made in fourth quarter 2002 to move to a single brand.

Tax

We incurred a tax expense of CHF 678 million in 2002, down from CHF 1,401 million in 2001. This corresponds to an effective tax rate of 15% in 2002. Adjusted for significant financial events, our 2002, tax expense of CHF 917 million reflects an effective tax rate of 16.5%, well below 2001’s rate of 21%. The decline iswas mainly driven by the substantial tax effect of the writedown of the value of the PaineWebber brand, significantly lower progressive tax rates in Switzerland, the ability to benefit from tax loss carry-forwards in the US and UK and a higher proportion of earnings generated in lower tax jurisdictions.



37


UBS Results



PaineWebber merger-related costs

In 2002, UBS incurred amortization expenses of CHF 2,005 million on goodwill and intangible assets resulting from the acquisition of UBS PaineWebber,Paine Webber, while funding costs amounted to CHF 988 million. The amortization includes a non-cash writedown of CHF 1,234 million for the PaineWebber brand name that had been held as an intangible asset on our balance sheet. The writedown was due to a strategic decision announced in November 2002 to move all our businesses to the single UBS brand in June 2003. After the writedown, the remaining Paine-Webber-relatedPaine Webber-related intangible assets on our balance sheet amount to CHF 2,334 million. These intangibles continue to be carried net of tax.
     As part of the merger, UBS agreed to make retention payments to PaineWebber financial advisors, senior executives and other staff, subject to these employees’ continued employment and other restrictions. The payments vest over periods of up to four years from the merger in November 2000 and the vast majority of them are paid in the form of UBS shares. Because these payments are a regular and continuing cost of the business, they are not treated as significant financial events. Personnel expenses in 2002 include

retention payments for key PaineWebber staff of USD 261 million (CHF 405 million).

Dividend

For 2002, we plan to pay a normal dividend to our shareholders after having made use of the possibility to make a tax efficient distribution in 2000 (for the fourth quarter only) and 2001 in the form of par value reductions.

     The Board of Directors will recommend at the Annual General Meeting on 16Dividend

On 23 April 2003, that UBS should paywe paid a dividend of CHF 2.00 per share to our shareholders for the 2002 financial year 2002, a level on par with last year’s2001’s CHF 2.00 distribution.

     If the dividend is approved, the ex-dividend date will be 17 April 2003, with payment on 23 April 2003 for shareholders of record on 16 April 2003.

Balance sheet

Total assets were CHF 1,181 billion on 31 December 2002, down CHF 72 billion, or 6%, from CHF 1,253 billion on 31 December 2001. The balance sheet shrank because of the weakening of the US dollar and UK sterling against the Swiss franc, falling by 17% and 8%distribution (which was distributed in the period respectively.

     Cash and balances with central banks were CHF 4 billion on 31 December 2002, down from CHF 21 billion on 31 December 2001. Most of the decline was due to a drop in the deposits held with the Bank of Japan. The strong increase seen in 2001 in our cash and balance levels held with central banks was related to a change in the structure of our Japanese financial assets triggered by the negative short-term interest rates in that country. In 2002, however, the level of cash and cash balances returned to a normal level.
     Assets due from banks increased to CHF 32 billion on 31 December 2002 from CHF 28 billion at 31 December 2001, reflecting higher time deposits.
     Trading-related assets (cash collateral on securities borrowed, trading portfolio assets and reverse repurchase agreements), dropped by CHF 26 billion from 31 December 2001 to 31 December 2002. A significant part of this change reflects the weakening of the US dollar against the Swiss franc and lower volumes in trading portfolio assets due to the more difficult


26


tax-efficient way).

market environment. The drop was partially offset by an increase in reverse repurchase agreements, due to higher volumes in our mortgage-backed securities business in the US, which benefited from the low interest rate levels for home mortgages.

     Loans, net of allowances for credit losses, declined from CHF 227 billion on 31 December 2001 to CHF 212 billion on 31 December 2002. Business Banking Switzerland as well as UBS Warburg’s Corporate and Institutional Clients business unit continued to reduce their recovery portfolios. The drops were accentuated by the declining value of the US dollar against the Swiss franc.
     Financial investments decreased from CHF 29 billion on 31 December 2001 to CHF 8 billion on 31 December 2002, reflecting a decrease in debt instruments of public authorities and money market papers, and reduced positions in private equity investments, mainly due to impairment losses.
     On 31 December 2002, goodwill and other intangible assets were CHF 14 billion, CHF 5 billion lower than on 31 December 2001. The drop was mainly due to the writedown of the PaineWebber brand and the fall of the US dollar against the Swiss franc.
     Total liabilities decreased 6%, from CHF 1,206 billion on 31 December 2001 to CHF 1,139 billion on 31 December 2002. Liabilities due to banks dropped 22% to CHF 83 billion, reflecting a decrease in funding required for related business activity. Amounts due to customers decreased by CHF 27 billion to CHF 307 billion, because of the devaluation of the US dollar and UK sterling against the Swiss franc. The drop was somewhat offset by an expansion of trading-related liabilities (cash collateral on securities lent, repurchase agreements and trading portfolio liabilities) which together increased by CHF 5 billion during 2002. Debt issued decreased CHF 27 billion to CHF 129 billion on 31 December 2002, largely due to decreased issuance of money market paper that reflected lower funding needs.
     UBS’s long-term debt portfolio remained unchanged at CHF 57 billion on 31 December 2002. During 2002, CHF 17 billion in long-term debt was issued while CHF 15 billion reached maturity or were redeemed early. The remaining change was due to foreign currency impacts,

mainly the strengthening of the Swiss franc against the US dollar. We believe the maturity profile of our long-term debt portfolio is well balanced to match the maturity profile of our assets.

     Shareholders’ equity decreased CHF 5 billion, or 10%, from 31 December 2001 to 31 December 2002. The increase in retained earnings was more than offset by the effect of the par value reduction and the repurchase of own shares in 2002.
     UBS maintains a significant percentage of liquid assets that can be converted into cash on relatively short notice in order to meet short-term funding needs without adversely affecting UBS’s ability to conduct its ongoing businesses. These liquid assets include reverse repurchase agreements and cash collateral on securities borrowed, marketable corporate debt and equity securities and a portion of UBS’s loans secured primarily with real estate. The value of UBS’s collateralized receivables and trading portfolio will fluctuate depending on market conditions. The individual components of UBS’s total assets, including the proportion of liquid assets, may vary significantly from period to period due to changing client needs, economic and market conditions and trading strategies.
Cash flows

Cash flows

In the twelve-month period to December 2002, cash equivalents decreased by CHF 33,915 million, principally as a result of financing activities, which generated negative cash flow of CHF 32,470 million. A cash outflow of CHF 26,206 million resulted from the repayment of money market paper, CHF 5,605 million from movements in treasury shares and derivative activity in own equity, with CHF 2,509 million resulting from a capital repayment by par value reduction. The issuance of long-term debt of CHF 17,132 million and repayments of CHF 14,911 million brought a net cash inflow of CHF 2,221 million.

     Operating cash inflows (before changes in operating assets and liabilities and income taxes paid) amounted to CHF 8,192 million. Cash of CHF 10,021 million was used to fund the net increase in operating assets, while a net increase in operating liabilities generated cash inflows of CHF 37 million. Payments to tax authorities were CHF 572 million.


27


Group Financial Review
Group Results

     Investing activities generated cash inflow of CHF 1,381 million. Divestments of financial investments contributed CHF 2,153 million while the sale of Hyposwiss and Klinik Hirslanden brought in CHF 984 million, both partially offsetoffsetting the CHF 1,763 million of cash outflow for the purchase of property and equipment.

Outlook 2003

As 2003 begins, the environment continues to be a challenging one. Uncertainty over economic developments and market direction, and rising geopolitical concerns are affecting investor sentiment and therefore transaction levels, and are holding back a significant recovery in corporate activity. Therefore, we do not expect to see an immediate pick-up in our financial performance, as depressed asset levels, low levels of investor activity and possible deterioration of the credit environment weigh on our revenues. Any recovery in the latter part of this year remains simply unpredictable.

     Because of this, we will continue to monitor our cost base carefully, investing selectively in our strategic priorities. Our prudent management of resources over the last several years leaves us excellently positioned for further competitive gains.

2001

Net profit

Our net profit for the year 2001 was CHF 4,973 million, 36% less than the CHF 7,792 million achieved in 2000, reflecting the much more difficult market environment in 2001.

     The merger with PaineWebber resulted in much higher goodwill amortization expense in 2001 than in 2000. Pre-goodwill, net profit for the year was CHF 6,296 million, 26% lower than achieved in the much stronger markets of 2000 and 28% lower if adjusted for significant financial events.
     Return on equity in 2001 was 11.7%, compared to 21.5% a year earlier. In 2001, basic earnings per share were CHF 3.93, against CHF 6.44 a year earlier. The cost/income ratio was 80.8% in 2001, up from 72.2% in 2000.

Group targets

Before goodwill and adjusted for significant financial events:
Our return on equity for 2001 was 14.8%, only just below our target range of 15-20%. Although this is lower than the 24.3% that we achieved in 2000, it represented a solid performance when set in the context of the trading environment. Our return on equity in 2000 was boosted by extremely high returns in the exuberant markets of the first half-year, while 2001 saw much weaker economic and stock market performance combined with higher average equity resulting from the acquisition of PaineWebber in fourth quarter 2000.
Basic earnings per share fell 32% to CHF 4.97 in 2001 from 2000. Despite the decline, 2001’s result was still 21% higher than that achieved in 1999. The number of outstanding shares at the outset of 2001 was higher than during most of 2000 because of share issuance to fund the merger with PaineWebber. An ongoing share buyback program, however, caused the number of outstanding shares to fall to below their pre-merger level by 31 December 2001.
The cost/income ratio rose from 69.2% to 77.3%, reflecting lower revenues, the poor performance of our private equity portfolio in 2001 and the influence of the relatively high cost/income ratio typical of UBS Paine-Webber’s business. Despite this rise, operating expenses remained under tight control, with decreases from 2000 levels in UBS Wealth Management’s Business Banking Switzerland business unit and UBS Warburg’s Corporate and Institutional Clients business unit, as well as a clear reduction throughout the year of costs at UBS PaineWebber.

     Our disciplined approach to both compensation and non-personnel expenses allowed us to continue investing in the future growth of our key businesses. The percentage of revenue that we devoted to rewarding our staff remained almost unchanged since 2000 in our most important businesses, reflecting a substantial decrease in bonus payments.
     Our asset-gathering activities have delivered very strong results in 2001, with inflows in the private client units (Private Banking and UBS



2838


          

PaineWebber) of CHF 57.8 billion, compared to CHF 15.7 billion in 2000. Across the whole Group, we attracted a total of CHF 102.0 billion in net new money, as clients increasingly value the quality of our advice and the breadth and depth of our wealth management capabilities.

Results

Operating income

Operating income was 2% higher in 2001 than in 2000, at CHF 37,114 million, with the effect of much more difficult market conditions offset by the addition of UBS PaineWebber’s businesses.
     There were no significant financial events that affected operating income in either 2001 or 2000.
Net interest incomewas 1% lower than in 2000, at CHF 8,041 million, compared to CHF 8,130 million in 2000, andnet trading incomewas 12% lower than in 2000 at CHF 8,802 million, compared to CHF 9,953 million in 2000.
     Various factors can alter the mix between net interest income and net trading income between periods.
     As well as income from interest margin based activities (for example loans and deposits), net interest income includes some income earned as a result of trading activities (such as coupon and dividend income). This component is volatile from period to period, depending on the composition of the trading portfolio.
     Furthermore, the classification of income arising from positions and their offsetting economic hedging transactions may be different. In fourth quarter 2001, this effect was particularly pronounced, as a result of the significant fall in short-term USD interest rates which substantially reduced our borrowing costs, while improving net interest income for the quarter. Our overall interest rate exposures were limited by hedging transactions using derivative instruments. As the USD rates fell, these economic hedges generated mark-to-market losses recorded in fixed income net trading income, offsetting a portion of the gains in net interest income.
     In order to provide a better explanation of the movements in net interest income and net trading income, we produce the disclosure shown on page 22 which sums net interest income and net trading income, and then analyzes the total according to the business activities which gave

rise to the income, rather than by the type of income generated.

Net income from interest margin productsincreased 5% from CHF 5,430 million in 2000 to CHF 5,694 million in 2001, driven by the inclusion of UBS PaineWebber.
Net income from trading activitieswas CHF 11,529 million in 2001, 9% lower than the CHF 12,642 million achieved in 2000. Falling interest rates and increased volatility in debt markets in 2001 led to a very strong year for fixed income and foreign exchange trading, but equity trading revenues suffered from much lower market volumes, increased volatility and reduced arbitrage opportunities.
Net income from treasury activitieswas 87% higher than in 2000, at CHF 1,424 million, reflecting two main factors:
increased income from our invested equity, as a result of the expansion of our capital base since the PaineWebber merger, and changes in the investment portfolio’s maturity structure leading to an increase in average interest rates;
improved currency management results due to introduction of a new economic hedging strategy and some one-off gains.
Other net trading and interest incomeprincipally reflects the costs of goodwill funding, with the CHF 1,053 million increase in cost from CHF 751 million in 2000 to CHF 1,804 million in 2001 mainly due to goodwill funding costs arising from the acquisition of PaineWebber.
Credit loss expense.In 2001 credit loss expenses amounted to CHF 498 million, compared to a net recovery of CHF 130 million in 2000.
     The global credit environment declined rapidly throughout 2001, with overall default rates as high as during the last major global recession in 1991. The phenomenon of investment grade companies falling into restructuring and default within a very short period of time became very prominent in the United States during 2001, and subsequently spread to Europe. In this difficult and challenging environment we focused on ensuring that our counterparty ratings are rapidly adjusted to reflect the changing economic situation. At the same time, we increased the frequency of sector and geographic rating reviews.
     In UBS Warburg, the ongoing strategy of actively hedging credit exposure kept new provi-


29


Group Financial Review
Business Group Results

sions to a relatively low level, resulting in an actual credit loss expense of CHF 360 million in 2001, compared to CHF 562 million in 2000.

     Corporate bankruptcies in Switzerland reached their lowest level since the early 1990s, and we successfully improved the credit quality of our domestic portfolio in recent years. The level of recoveries of previously existing provisions, however, declined compared to the somewhat exceptional levels of 2000, reflecting less robust growth in the Swiss economy towards the end of 2001, following the global economic slowdown. As a result, the trend of net recoveries of loan loss provisions observed in the previous year was reversed and credit loss expenses increased accordingly during 2001, although remaining below the long-term trend. Credit loss expense in UBS Wealth Management & Business Banking in 2001 was CHF 123 million, compared to a net recovery of CHF 695 million in 2000.
Net fee and commission incomewas CHF 20,211 million in 2001, up 21% from 2000 and at a record level, reflecting the inclusion of UBS PaineWebber and the introduction of higher fees for investment funds. Without UBS PaineWebber, net fee and commission income would have dropped 7%, driven by much lower brokerage fees and a reduction in corporate finance fees, with increases in market share during the year achieved against a background of much reduced market activity.
     Underwriting fees increased 50%, from CHF 1,434 million in 2000 to CHF 2,158 million in 2001. The majority of this increase was due to UBS PaineWebber, whose extensive retail network in the US provides a strong platform for distribution of both bonds and equities.
     UBS PaineWebber has a significant US municipal securities business. It completed the largest deal in its history in fourth quarter 2001, raising USD 1.9 billion for the New Jersey Transit Trust Fund Authority, and helping to push it into first place in the league table rankings for fourth quarter 2001, and second place for the whole of 2001. The mortgage-backed securities business in the US also benefited from the combination of UBS’s franchise and capital strength with existing PaineWebber expertise. UBS Warburg ranked first in US residential mortgage-backed securities in 2001, according to Thomson Financial Data.
     Equity underwriting was depressed in 2001, as volatile and uncertain markets reduced is-

suance. However, UBS’s league table rankings improved, from seventh in international equity new issues in 2000 to second in 2001, according to Dealogic EquitywarePlus. Even excluding the contribution from UBS PaineWebber, equity underwriting revenues increased by CHF 77 million, or 7%, from 2000.

     Although our corporate finance league table rankings were disappointing, down from sixth in 2000 for completed global mergers and acquisitions, to eighth in 2001, we outperformed 2000 in terms of market share, with full-year analysis showing us with a 4.4% share of fees, compared to 3.6% in 2000. Despite this, Corporate Finance fees were down 24%, from CHF 1,772 million in 2000 to CHF 1,339 million in 2001, reflecting the much more difficult market environment this year.
     Net brokerage fees rose 11% from CHF 4,658 million in 2000 to CHF 5,164 million in 2001, driven by the inclusion of UBS Paine-Webber. Without the contribution from UBS PaineWebber, net brokerage fees would have fallen by about 17% compared to 2000, reflecting the much lower trading volumes experienced in almost all major markets worldwide in 2001.
     Investment fund fees rose 52% from CHF 2,821 million in 2000 to CHF 4,276 million in 2001, driven by the inclusion of UBS Paine-Webber. Excluding UBS PaineWebber, investment fund fees would have increased by CHF 268 million, mainly reflecting a change in the pricing structure for UBS Investment Funds, introduced in January 2001, which brought charges up to market levels.
     Custodian fees, at CHF 1,356 million in 2001 were down 6% from 2000’s level of CHF 1,439 million, principally reflecting lower average assets in Private Banking in Switzerland.
     Portfolio and other management and advisory fees increased 27% from CHF 3,666 million in 2000 to CHF 4,650 million in 2001, due to the addition of UBS PaineWebber. Excluding UBS PaineWebber, there would have been a slight decline from 2000, as a full-year’s contribution from the O’Connor business in UBS Asset Management (created in June 2000) was more than offset by the effect of lower average assets on managed account fees.
     Insurance related and other fees increased substantially from CHF 111 million in 2000 to CHF 538 million in 2001, with almost all this increase due to UBS PaineWebber, where the


30


biggest contribution came from the deferred annuities business.

Other income fell62% from CHF 1,486 million in 2000 to CHF 558 million in 2001, reflecting the very difficult conditions in the private equity market in 2001, which led to minimal opportunities for divestment and much greater levels of writedowns than last year.

Operating expenses

In light of lower revenues in 2001, cost control was a key focus of all our management teams, as we maintained strong discipline on both personnel and non-personnel costs, particularly in the Corporate and Institutional Clients and Business Banking Switzerland business units, bringing their operating expenses to record low levels.
Total operating expenses increased 16% from CHF 26,203 million in 2000 to CHF 30,396 million in 2001, driven by the inclusion of UBS PaineWebber. Excluding significant financial events in 2000 and UBS PaineWebber, costs fell 7%, as performance-related compensation declined, and non-personnel costs were tightly managed.
     The principal significant financial events affecting the comparison of operating expenses are the CHF 150 million additional provision for the US Global Settlement of World War II-related claims, recorded in 2000 in General and administrative expenses, and CHF 290 million of costs from the integration of PaineWebber, also recorded in 2000. Of this CHF 290 million, CHF 118 million was charged to Personnel expenses, CHF 93 million to General and administrative expenses and CHF 79 million to Depreciation.
Personnel expensesin 2001 reflect considerable reductions in bonus and performance-related compensation, with average variable compensation per head down 23%, ensuring that overall compensation ratios for 2001 were kept in line with 2000’s ratio in our core businesses. However, the inclusion of CHF 5,178 million of UBS PaineWebber personnel expenses more than offset the reduction in performance-related pay, bringing the total to CHF 19,828 million, 16% up from 2000. Approximately 43% of personnel expenses were bonus or other variable compensation, down from 48% last year.
     UBS Groupheadcountfell by 2% from 71,076 at 31 December 2000 to 69,985 at

31 December 2001, principally reflecting the effect of successful cost control efforts at UBS Wealth Management & Business Banking’s Business Banking Switzerland business unit and UBS PaineWebber, although that was slightly offset by the effect of acquisitions in UBS Global Asset Management and further hiring for the European wealth management initiative.

General and administrative expensesincreased by 13% from CHF 6,765 million in 2000 to CHF 7,631 million in 2001 reflecting a full-year’s costs for UBS PaineWebber, which more than offset the absence of the one-off charges and provisions recorded in 2000.
     General and administrative expenses in 2000 included a final provision of CHF 150 million related to the US Global Settlement of World War II-related claims, and CHF 93 million of PaineWebber integration costs, which were both treated as significant financial events. Excluding these provisions and the extra costs in 2001 due to the inclusion of UBS PaineWebber, general and administrative expenses would have been almost unchanged in 2001 compared to 2000.
Depreciation and amortizationincreased 29% from CHF 2,275 million in 2000 to CHF 2,937 million in 2001, driven primarily by the goodwill amortization resulting from the merger with PaineWebber.

Tax

UBS Group incurred atax expense of CHF 1,401 million in 2001, down from CHF 2,320 million in 2000. This corresponds to an effective tax rate of 21% in 2001, compared to 23% in 2000. This relatively low rate results from significantly lower tax in Switzerland, reflecting the effect of lower profits triggering lower progressive tax rates, and a change in the geographical earnings mix of the Group.

PaineWebber merger-related costs

In 2001, UBS incurred amortization costs of CHF 846 million on goodwill and intangible assets resulting from the acquisition of UBS PaineWebber, while goodwill funding costs amounted to CHF 763 million.
     As part of the merger, UBS agreed to make retention payments to PaineWebber financial advisors, senior executives and other staff, subject to these employees’ continued employment and other restrictions. The payments vest over


31


Group Financial Review
Group Results

periods of up to four years from the merger and the vast majority of them will be paid in the form of UBS shares. Because these payments are a regular and continuing cost of the business, they are not treated as significant financial events. Personnel expenses in 2001 include retention payments for key PaineWebber staff of USD 284 million (CHF 482 million) for the full year.

Dividend

For 2001, we again made a tax-efficient distribution of capital to our shareholders rather than paying a dividend. On 10 July 2002, we made a distribution of CHF 2.00 to shareholders for the financial year 2001 which reduced the par value from CHF 2.80 to CHF 0.80. This is consistent with the total per share distribution to shareholders of CHF 2.03 in 2000.

Cash flows

In the twelve-month period to December 2001, cash equivalents increased by CHF 22,889 mil-

lion, principally as a result of financing activities, which generated positive cash flow of CHF 18,103 million. CHF 24,226 million from the issuance of money market paper was offset by CHF 6,038 million for treasury shares and treasury share contract activity as well as CHF 683 million for capital repayments.

     Operating activities generated positive cash flow of CHF 12,873 million. Of this amount, CHF 4,973 million resulted from net profit, CHF 27,306 million from a net increase in amounts due to and from banks, a net increase in amounts due to customers and loans of CHF 42,813 million and a net cash inflow of CHF 19,470 million from repurchase and reverse repurchase agreements and cash collateral on securities borrowed and lent. These were offset by CHF 78,456 million from an increase in the size of the trading portfolio.
     Investing activities generated negative cash flow of CHF 7,783 million, CHF 5,770 million of which were from the purchase of financial investments and CHF 2,021 million from the purchase of property and equipment.


32


           

           

           

           

           

           

           

           

           

           

33


(Background Graphic)

34


(Review of Business Group Performance)

35


Review of Business Group Performance
Introduction

           

Introduction

           

Reporting by Business Unit1

           

 

1All figures have been adjusted forsignificant financial events.
2In management accounts, statisticallyderived actuarial expected loss adjusted by deferred releases rather than the net IFRS actual credit loss is reported for each business unit (see Note 2 to the Financial Statements).
3Excludes the amortization of goodwilland other intangible assets.
4Operating expenses/operating incomebefore credit loss expense.
5Excludes interest and dividend income.
6Calculated using the former definitionof assets under management up to and including second quarter 2001.
7For informational purposes only.These pre-tax amounts have not been recorded in the income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.
                 
          Business Banking 
  Private Banking  Switzerland 
CHF million except where indicated 
  
 
For the year ended  31.12.02   31.12.01   31.12.02   31.12.01 

Income  7,279   7,696   5,494   5,792 
Credit loss (expense)/recovery2
  (28)  (37)  (286)  (567)

Total operating income
  7,251   7,659   5,208   5,225 

Personnel expenses  2,083   1,947   2,727   2,878 
General and administrative expenses  2,158   2,038   159   396 
Depreciation  125   151   355   465 
Amortization of goodwill and other intangible assets  111   109   0   0 

Total operating expenses
  4,477   4,245   3,241   3,739 

Business Group performance before tax
  2,774   3,414   1,967   1,486 

Business Group performance before tax and goodwill3
  2,885   3,523   1,967   1,486 
 
Additional information
                
Cost/income ratio before goodwill (%)3,4
  60   54   59   65 
Net new money (CHF billion)5
  16.6   24.66   3.7   9.26 
Invested assets (CHF billion)  688   791   205   215 
Fair value of employee stock options granted7
  58       38     
Headcount (full-time equivalents)  10,488   10,249   18,442   19,220 


Management accounting

The discussion in this chapter reviews UBS’s 2002, 2001 and 2000 results by Business Group and business unit.
     Our management reporting systems and policies determine the revenues and expenses directly attributable to each business unit. Internal charges and transfer pricing adjustments are reflected in the performance of each business unit.
Inter-business unit revenues and expenses. Revenue sharing agreements are used to allocate external customer revenues to Business Groups on a reasonable basis. Transactions between Business Groups are conducted at arms length. Inter-business unit charges are recorded as a reduction to expenses in the business unit providing the service. Corporate Center expenses are allocated to the operating business units, to the extent that it is appropriate.
Net interest incomeis apportioned to business units based on the opportunity costs of funding their activities. Net interest income

relating to balance sheet products is calculated on a fully funded basis. In a second step, business units are additionally credited with the risk-free return achieved on the average regulatory equity used.

Commissionsare credited to the business unit with the corresponding customer relationship, with revenue sharing agreements for the allocation of customer revenues where several business units are involved in value creation.
Regulatory equityis allocated to business units based on their average regulatory capital requirement during the period. Only utilized equity is taken into account, although we add an additional financial buffer of 10% above the individually determined business unit regulatory capital requirement. The remaining equity, which mainly covers real estate, and any other unallocated equity, remains at the Corporate Center.
Headcountincludes trainees and staff in management development programs, but not contractors.


36


                                         
  UBS Global  Corporate and          
  Asset Management  Institutional Clients  UBS Capital  UBS PaineWebber  Corporate Center 
  
  
  
  
  
 
   31.12.02   31.12.01   31.12.02   31.12.01   31.12.02   31.12.01   31.12.02   31.12.01   31.12.02   31.12.01 

                                         
   1,953   2,218   14,100   15,587   (1,602)  (872)  5,561   6,391   1,315   800 
   0   0   (128)  (112)  0   0   (13)  (18)  249   236 

   1,953   2,218   13,972   15,475   (1,602)  (872)  5,548   6,373   1,564   1,036 

   946   1,038   7,784   8,258   94   96   4,245   5,019   645   592 
   513   569   2,314   2,586   64   64   1,263   1,441   601   537 
   37   46   381   454   1   2   149   124   473   372 
   270   286   364   402   0   0   457   502   24   24 

   1,766   1,939   10,843   11,700   159   162   6,114   7,086   1,743   1,525 

   187   279   3,129   3,775   (1,761)  (1,034)  (566)  (713)  (179)  (489)

   457   565   3,493   4,177   (1,761)  (1,034)  (109)  (211)  (155)  (465)
   77   75   74   72           102   103         
   (2.4)  34.9                   18.5   33.2         
   557   672                   584   769         
   44       567       15       73       32     
   3,346   3,281   15,964   15,562   73   128   19,563   20,413   1,185   1,132 

Changes to disclosure since 2001

Business unit structure

We implemented a new Business Group structure at the start of 2002, under whichUBS PaineWebber became a separate Business Group. In the previous structure, UBS Paine-Webber was reported as one of UBS Warburg’s business units. Accordingly, goodwill and other intangible assets relating to the merger of UBS and PaineWebber were reported in the UBS Warburg Business Group and not reflected in the results of its individual business units. On the separation of UBS PaineWebber from UBS Warburg, the goodwill and intangible assets were assigned to the different Business Groups that have benefited from the merger with PaineWebber. That means that they have been assigned to the new UBS PaineWebber Business Group, to UBS Warburg’s Corporate and Institutional Clients business unit and to a lesser extent to UBS Global Asset Management and to the Private Banking business unit. Associated

amortization expense and net funding charges are now being charged to each business unit in proportion to the share of goodwill and intangible assets assigned.

     At the same time, UBS transferred UBS Paine-Webber’s non-US client business to Private Banking. Finally, O’Connor, originally jointly launched by UBS Global Asset Management and UBS Warburg, became entirely part of UBS Global Asset Management.
     Our reporting structure also reflects the revised business portfolio of theUBS Wealth Management & Business BankingBusiness Group, formerly UBS Switzerland. As of 1 July 2002, the business serving high-end affluent clients was transferred from the former Private and Corporate Clients (PCC) unit to Private Banking. The Business Group now comprises the following business units:
Private Banking, which includes the full private banking business and the high-end affluent clients segment that were previously part of the PCC business unit.


37


Review of Business Group Performance
Introduction

(Reporting structure in 2002)


Business Banking Switzerland, consisting of the individual and corporate clients businesses of the former PCC business unit.
   New disclosure has been added for the private banking business, with separate income data and key performance indicators (KPIs) for the International Clients (clients domiciled outside of Switzerland) and Swiss Clients (clients domiciled in Switzerland) businesses.
     While none of this restructuring had an impact on the Group, we have restated prior periods for all business units affected to reflect these changes.
     During the first half of 2003, we will create a new holding company to incorporate GAM, our specialist asset management firm, as well as our five independent private banks - Cantrade (Zurich), Banco di Lugano (Lugano), Ferrer Lullin (Geneva), Bank Ehinger (Basel), and Armand von Ernst (Bern). The new company will be held at the Corporate Center, with the structure, effective from 1 January 2003, to be reflected in our financial reporting effective from the first quarter 2003 onwards. We will release figures for 2000, 2001, and 2002 reflecting these changes prior to the publication of first quarter 2003 results.

Other management accounting changes

In 2002 we implemented additional changes in our management accounting that required us to restate prior periods for the business units affected:
We simplified our allocation of Corporate Center costs to the Business Groups. In the past certain central costs were allocated proportionally to UBS business units. Since 1 January 2002, these charges have been restricted to services that are provided directly under explicit Service Level Agreements.
On 1 January 2002, we changed the way in which we calculate regulatory equity allocated

to the business units, adjusting the leverage ratio (ratio of BIS Tier 1 capital excluding hybrid capital to BIS total capital) for non-goodwill items. This change in allocation also affects the interest earned on regulatory equity.
On 1 January 2002, we reclassified certain client assets of the Business Banking Switzerland business unit as custody-only, which required a restatement of the business unit’s invested assets.
From 1 October 2002, recurring fees at UBS PaineWebber were redefined to include alternative investment fees, fees from UBS Global Asset Management and other advisory fees that were not formerly included in the definition. These changes align the UBS Paine-Webber definition of recurring fees with the asset-based fee definition applied to the Private Banking business. We now uniformly characterize this type of revenue as “recurring fees” -both in Private Banking and UBS PaineWebber.

Additional disclosure in 2002

In our management accounting, the expense for equity-based compensation plans — including employee option plans — is recorded at the intrinsic value of the instruments at grant date. To enhance transparency, for every business unit and Business Group we now disclose the additional compensation expense we would have incurred in 2002 had we recognized the fair value of stock option grants. On a Group level, this additional expense would have been CHF 827 million in 2002 (CHF 690 million after-tax).

     Further details on the accounting treatment of equity-based compensation can be found in the section “Critical accounting policies” on page 13 and in Note 32e to the UBS Group Financial Statements.


3839


 

Seasonal characteristics

Our main businesses do not show significant seasonal patterns - except for UBS Warburg’s Corporate and Institutional Clients business unit, where revenues are impacted by the seasonal characteristicsReview of general financial market activity and deal flows in investment banking.

     When discussing quarterly performance, we therefore compare UBS Warburg’s results of the reported quarter with those achieved in the same period of the previous year. For all other Business Groups, results are compared with the previous quarter. Considering the impact of UBS Warburg’s performance on Group results, we discuss quarterly performance at Group level by comparing it with the same quarter in the previous year.

Client/invested assets reporting

When reporting on client assets, we show two assets metrics: client assets and invested assets:
Client assetsrepresent all client assets managed by or deposited with UBS.
Invested assetsis a more restrictive term and includes all client assets managed by or deposited with UBSfor investment purposes only.

     Invested assets are our central measure and exclude all assets held for purely transactional purposes. It includes, for example, managed institutional assets, mutual funds, discretionary and advisory private client portfolios, and private client securities or brokerage accounts, but excludes wholesale custody-only assets, correspondent banking assets and transactional cash or current accounts. Non-bankable assets (e. g. art collections) and interbank deposits are excluded from both measures.
Net new moneyis defined as the sum of the acquisition of invested assets from new clients, the loss of invested assets due to client defection and inflows and outflows of invested assets from existing clients. Interest and dividend income as well as the effects of market or currency movements as well as acquisitions and divestments are excluded from net new money.
     This definition was introduced in 2001. Because of that, invested assets on 31 December 2000 were restated according to the new definition.
     Where products are created in one Business Group but sold in another, they are counted in

both the investment management unit and the distribution unit, and double counted in Group totals. For example, a mutual fund provided by UBS Global Asset Management but sold by Private Banking will be counted as invested assets in both business units, as they both provide an independent service to their respective client, add value and generate revenues. This approach is in line with our open architecture strategy and allows us to accurately reflect the actual performance of our individual businesses.

     On a Group level, approximately CHF 290 billion in invested assets were double counted in 2002 out of total invested assets of CHF 2,037 billion (in 2001, approximately CHF 310 billion were double counted out of a total of CHF 2,448 billion in invested assets). The majority of assets that are double counted represent institutional funds managed by UBS Global Asset Management and distributed by UBS Performance
Wealth Management & Business Banking and UBS PaineWebber.

Credit loss expense

Credit loss expense represents the charges to the profit and loss account relating to amounts due to UBS from loans and advances, over-the-counter (OTC) derivatives and off-balance sheet products that are considered impaired or uncollectable (for more information, please refer to Note 11 to the UBS Group Financial Statements of this report).

     We determine the amount of credit loss expense in UBS’s financial accounts and in the business unit reporting on different bases. In the Group income statement, we report UBS’s results according to IFRS. Under these standards, credit loss expense is the total of net new allowances and direct writeoffs less recoveries. These actual losses are recognized and charged to the income statement in the period when they arise.
     By contrast, in our segment and business unit reporting, we apply an approach to the measurement of credit risk which reflects the average annual cost that management anticipates will arise from transactions existing today that may become impaired in the future. The basis for measuring these inherent risks in the credit portfolios is the concept of “expected loss” (further information on page 60 in the “Risk Analysis” section of the Handbook 2002/2003). Over the


39


Review of Business Group Performance
Introduction


Business Group Credit Loss Charge
                     
  UBS             
  Wealth             
CHF million Management &  UBS  UBS  Corporate    
For the year ended 31.12.02 Business Banking  Warburg  PaineWebber  Center  Total 

Actuarial expected loss  569   126   13       708 
Deferred releases  (255)  2   0       (253)

Credit loss expense charged to the Business Groups
  314   128   13       455 

IFRS actual credit loss expense
  241   (35)  15   (15)  206 

Balancing item charged as Credit loss expense in Corporate Center                  (249)


longer term, the expected loss should equal the actual credit loss expense, although the latter is more erratic, in both timing and amount. Therefore, in business unit reporting, in addition to the expected loss, we also charge or refund the difference between actual credit loss expense and expected loss, amortized over a three-year period. With this deferred charging mechanism we not only make Business Groups ultimately accountable for any credit losses they suffer but also give them the incentive to align their credit decisions and risk-adjusted pricing with the medium-term risk profile of their credit transactions. The sum of this “deferral” and the expected loss makes up the Credit loss expense charged in our segment and business unit reporting.

     We reconcile the difference between the credit loss expense in UBS’s income statement (the actual loss) and the credit loss expense shown in business unit reporting (expected loss plus deferral), by recording a balancing item in Corporate Center. We also show the allocation of actual credit loss expense to the business units in the footnotes to Note 2a of the UBS Group Financial Statements.

Key performance indicators

On Group level, we focus on a consistent set of long-term financial targets defined across periods of varying market conditions and designed to ensure that UBS delivers continuously improving returns to shareholders (see pages 21 and 22 of this report). At the Business Group or business unit level, performance is measured with carefully chosen key performance indicators (KPIs). These do not carry explicit targets, but are indicators of the business units’ success in creating value for shareholders. They reflect the key drivers of each unit’s core business activities and include both financial metrics, such as the cost/income ratio, and non-financial metrics, such as invested assets or the number of client advisors.

     KPIs are an important part of our business planning process. They are used identically for internal performance measurement and external reporting. This ensures that management have a clear responsibility to lead their businesses towards achieving success in the Group’s key value drivers and avoids any risk of managing to purely internal performance measures.


Reconciliation of Business Group Credit Loss Charge to
IFRS Actual Credit Loss Expense/(Recovery)
                         
  Credit loss charge  IFRS actual credit loss expense 
CHF million 
  
 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.02   31.12.01   31.12.00 

UBS Wealth Management & Business Banking  314   604   785   241   123   (695)
UBS Warburg  128   112   243   (35)  360   562 
UBS PaineWebber  13   18   3   15   15   3 
Corporate Center  0   0   0   (15)  0   0 

Total
  455   734   1,031   206   498   (130)

Balancing item in Corporate Center  (249)  (236)  (1,161)            


40


Indicative Tax Rates

Tax rate
For the year ended 31 December 2002Pre-Goodwill

UBS Wealth Management & Business Banking
19
Private Banking18
Business Banking Switzerland20

UBS Global Asset Management
22

UBS Warburg
38
Corporate and Institutional Clients31
UBS Capital3

UBS PaineWebber
37


Business Group tax rates

Indicative Business Group and business unit tax rates are calculated on an annual basis based on the results and statutory tax rates of the financial year. These rates are approximate calculations, based upon the application to the year’s adjusted earnings of statutory tax rates for the locations in which the Business Groups operated. These tax rates therefore give guidance on the tax cost to each Business Group of doing business during 2002 on a stand-alone basis, without the benefit of tax losses brought forward from earlier years.

     The indicative tax rates are presented “pre-goodwill”. They give an indication of what the tax rate would have been if goodwill were not charged for accounting purposes. It is the sum of the tax expense payable on net profit before tax and goodwill in each location, divided by the total net profit before tax and goodwill. However, the tax rates post-goodwill are higher than the pre-goodwill rates, because in some jurisdictions there are limitations on the tax deductibility of amortization costs.

     Please note that these tax rates are not necessarily indicative of future tax rates for the businesses or UBS Group as a whole.


41


Review of Business Group Performance
UBS Wealth Management & Business Banking

UBS Wealth Management & Business Banking

(Georges Gagnebin Picture)(PHOTO OF GAGNEBIN)
Georges Gagnebin
Chairman, UBSWealth
Management & Business Banking

(PHOTO OF ROHNER)
Marcel Rohner
CEO, Wealth Management &
Business Banking

(Marcel Rohner Picture)
Marcel Rohner
CEO UBS Wealth Management & Business Banking

1In management accounts, statisticallyderived actuarial expected loss adjusted by deferred releases rather than the net IFRS actual credit loss is reported in the Business Groups (see Note 2 to the Financial Statements).
2Excludes the amortization of goodwilland other intangible assets.
3Operating expenses/operating incomebefore credit loss expense.
4For informational purposes only.These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.
5Excludes significant financial event:Income, CHF 155 million (Gain on disposal of Hyposwiss).
6Excludes significant financial events:General and administrative expenses, CHF 80 million and Depreciation, CHF 72 million (PaineWebber integration costs).

In 2002, Private Banking’s2003, Wealth Management’s pre-tax profit adjusted for SFEs was CHF 2,7742,609 million, a 19% decline4% increase from 2001.2002. Strong inflows in most markets resulted in net new money rising to CHF 29.7 billion from CHF 17.7 billion. Business Banking Switzerland’s profit before tax wasrose 9% to CHF 1,9672,153 million up 32% from the previous year. Private Banking continues to attract net new moneyin 2003, with further strong inflows in our European wealth management initiative. In Business Banking Switzerland, operating expenses fell 13%, and were at theirfalling a further 8% – to the lowest level since 1999.


Business Group reportingReporting

                 
CHF million, except where indicated             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Income  12,928   13,488   14,355   (4)
Credit loss expense1
  (314)  (604)  (785)  (48)

Total operating income
  12,614   12,884   13,570   (2)

Personnel expenses  4,810   4,825   5,151   0 
General and administrative expenses  2,317   2,434   2,478   (5)
Depreciation  480   616   633   (22)
Amortization of goodwill and other intangible assets  111   109   81   2 

Total operating expenses
  7,718   7,984   8,343   (3)

Business Group performance before tax
  4,896   4,900   5,227   0 

Business Group performance before tax and goodwill2
  5,007   5,009   5,308   0 
 
Additional information
                
Regulatory equity allocated (average)  8,800   9,400   10,150   (6)
Cost/income ratio (%)3
  60   59   58     
Cost/income ratio before goodwill (%)2, 3
  59   58   58     
Fair value of employee stock options granted  964            

Business Group reporting adjusted for Significant Financial Events

                 
CHF million, except where indicated             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Income  12,7735  13,488   14,355   (5)
Credit loss expense1
  (314)  (604)  (785)  (48)

Total operating income
  12,459   12,884   13,570   (3)

Personnel expenses  4,810   4,825   5,151   0 
General and administrative expenses  2,317   2,434   2,3986  (5)
Depreciation  480   616   5616  (22)
Amortization of goodwill and other intangible assets  111   109   81   2 

Total operating expenses
  7,718   7,984   8,191   (3)

Business Group performance before tax
  4,741   4,900   5,379   (3)

Business Group performance before tax and goodwill2
  4,852   5,009   5,460   (3)
 
Additional information
                
Cost/income ratio (%)3
  60   59   57     
Cost/income ratio before goodwill (%)2,3
  60   58   56     


42


Review of Business Group Performance
UBS Wealth Management & Business Banking

Private Banking

1Excludes significant financial event:Income, CHF 155 million (Gain on disposal of Hyposwiss).
2Excludes significant financial events:General and administrative expenses, CHF 80 million and Depreciation, CHF 72 million (PaineWebber integration costs).
3In management accounts, statisticallyderived actuarial expected loss adjusted by deferred releases rather than the net IFRS actual credit loss is reported in the Business Groups (see Note 2 to the Financial Statements).
4Excludes the amortization of goodwilland other intangible assets.
5Excludes interest and dividend income.
6Calculated using the former definitionof assets under management up to and including second quarter 2001.
7Income/average invested assets.
8Operating expenses/operating incomebefore credit loss expense.
9For informational purposes only.These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.
                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Income  12,052   12,184   12,782   (1)
Adjusted expected credit loss1
  (131)  (312)  (601)  (58)
 
Total operating income
  11,921   11,872   12,181   0 
 
Personnel expenses  4,584   4,596   4,558   0 
General and administrative expenses  2,116   2,251   2,319   (6)
Depreciation  384   448   568   (14)
Amortization of goodwill and other intangible assets  75   97   100   (23)
 
Total operating expenses
  7,159   7,392   7,545   (3)
 
Business Group performance before tax
  4,762   4,480   4,636   6 
 
                 
Additional information
                
Regulatory equity allocated (average)  8,750   8,600   9,150   2 
Cost / income ratio (%) 2
  59   61   59     
Fair value of employee stock options granted 3
  64   92       (30)
 

Business unit reporting

                 
CHF million, except where indicated         % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Income  7,2791   7,696   8,402   (5)
Credit loss expense3
  (28)  (37)  (35)  (24)

Total operating income
  7,251   7,659   8,367   (5)

Personnel expenses  2,083   1,947   2,030   7 
General and administrative expenses  2,158   2,038   2,0192   6 
Depreciation  125   151   1452   (17)
Amortization of goodwill and other intangible assets  111   109   55   2 

Total operating expenses
  4,477   4,245   4,249   5 

Business unit performance before tax
  2,774   3,414   4,118   (19)

Business unit performance before tax and goodwill4
  2,885   3,523   4,173   (18)
                 
KPIs
                
Invested assets (CHF billion)  688   791   798   (13)
Net new money (CHF billion)5, 6
  16.6   24.6   1.2     

Gross margin on invested assets (bps)7
  98   97   105   1 

Cost/income ratio (%)8
  62   55   51     
Cost/income ratio before goodwill (%)4, 8
  60   54   50     
Cost/income ratio before goodwill and excluding the European wealth management initiative (%)4, 8
  53   48         

Client advisors (full-time equivalents)  3,291   3,043       8 

                 
Private Banking — International Clients
                
Income  5,2291   5,498   5,890   (5)

Invested assets (CHF billion)  493   555   550   (11)
Net new money (CHF billion)5
  19.1   23.2   7.5     

Gross margin on invested assets (bps)7
  100   99   107   1 

European wealth management initiative
                
(part of Private Banking — International Clients)
                
Income  186   140       33 

Invested assets (CHF billion)  28   16       75 
Net new money (CHF billion)5
  7.6   5.6         

Client advisors (full-time equivalents)  551   370       49 

Private Banking — Swiss Clients
                
Income  2,050   2,198   2,512   (7)

Invested assets (CHF billion)  195   236   248   (17)
Net new money (CHF billion)5, 6
  (2.5)  1.4   (6.3)    

Gross margin on invested assets (bps)7
  95   92   100   3 

                 
Additional information             % change from
As at  31.12.02   31.12.01   31.12.00   31.12.01 

Client assets (CHF billion)  836   949       (12)
Regulatory equity allocated (average)  3,100   3,550   2,600   (13)
Fair value of employee stock options granted  589             
Headcount (full-time equivalents)  10,488   10,249   9,835   2 


43


Review of Business Group Performance
UBS Wealth Management & Business Banking

Components of Operating Income

Private Banking derives its operating
income principally from:
Private Banking’s fees are based on the market value of invested assets and the level of transaction-related activity. As a result, Private Banking’s operating income is affected by such factors as fluctuations in invested assets, changes in market conditions, investment performance and outflows of client funds.
fees for financial planning and wealth management services;
fees for investment management services; and
transaction-related fees


Significant Financial Events

In 2002, we decided to streamline our private banking activities in the region of Zurich and therefore sold our Hyposwiss subsidiary to the Cantonal Bank of Saint Gall. The transaction involved the transfer of 132 employees and CHF 6.4 billion in invested assets and generated a pre-tax gain of CHF 155 million which we treated as a significant financial event in 2002. This gain does not appear in the 2002 adjusted business unit result above.
     Following the merger with PaineWebber in 2000, our strategy for extending our wealth management services in Europe was re-assessed and focus shifted to more affluent clients than those originally targeted by the so-called “e-services” initiative. This change in strategy resulted in a charge of CHF 80 million to general and administrative expenses due to the closure of the infrastructure related to the initiative and a charge of CHF 72 million to depreciation due to the writeoff of the system used. Both amounts form part of the PaineWebber integration costs, which were treated as significant financial event in 2000, and as a result these costs do not appear in the adjusted business unit results above.
     There were no significant financial events that affected this business unit in 2001. The results in the discussion below exclude significant financial events.

2002

Key performance indicators

For the full year, net new money inflows totaled CHF 16.6 billion, down from the 2001 result of CHF 24.6 billion. Excluding the net outflow of over CHF 8 billion related to the Italian tax amnesty, the net new money result was essentially unchanged. International clients invested net new money of CHF 19.1 billion in 2002,

down by only CHF 4.1 billion from a year earlier despite the Italian tax amnesty. This excellent underlying result in these difficult markets was due to the continued success of our European wealth management initiative as well as significant inflows from clients in Asia and the Americas.

(Net new money)

     In the year to 31 December 2002, invested assets fell 13% to CHF 688 billion, mainly due to the steep drop in global equity markets as well as the 17% drop in the US dollar against the Swiss franc. Some 38% of Private Banking’s invested assets are denominated in US dollars.

(Invested assets)

     Gross margin on invested assets remained resilient and rose by 1 basis point to 98 basis


44


points. Assets as well as revenues fell in 2002 from the already depressed 2001 levels. The split of the margin remained unchanged from 2001 with 72% of the margin stemming from recurring revenue and 28% from transactional fees.

(Gross Margin on invested assets)

     Over the full year, the pre-goodwill cost/ income ratio increased from 54% in 2001 to 60% in 2002, reflecting the ongoing investment in our European wealth management initiative as well as the strong decline in asset-based revenues. Excluding the European wealth management initiative, our cost/income ratio increased from 48% in 2001 to 53% in 2002.

European wealth management

Early in 2001 we launched the European wealth management initiative, designed to expand our market share in the five countries of France, Germany, Italy, Spain and the UK, key markets that cover about 80% of Europe’s investable assets. Our strategy is focused on wealthy clients, with services designed primarily for those with more than EUR 500,000 of investable assets, developed with a clear commitment to open architecture and the provision of a full range of “best-of-breed” investment products.

     Progress so far has been promising with net new money inflows into our domestic European network for full-year 2002 totaling CHF 7.6 billion, up 36% from last year’s intake of CHF 5.6 billion. The inflow in 2002 reflects an annual growth rate in net new money of 48%. For full-year 2002, income from our European wealth management initiative was CHF 186 million, 33% or CHF 46 million above the 2001 level, reflecting the success of our business expansion program.

(Net new money)

     We hired a total of 181 client advisors in 2002, bringing the total at 31 December 2002 to 551. We remain committed to growing our presence in our European target markets and will continue to invest in qualified advisory staff at a rate determined by the market environment and business opportunities.

(Client adivsors)

Results

Private Banking’s full-year 2002 pre-tax profit, at CHF 2,774 million, fell 19% from 2001 due to the steep decline in asset-based revenues which could not be fully compensated by cost reductions as we continue to invest in our European wealth management initiative.


45


Review of Business Group Performance
UBS Wealth Management & Business Banking

Personnel as well as general and administrative expenses increased due to this strategic initiative.

(Performance before tax)

Operating income

Full-year operating income was CHF 7,251 million, down 5% from CHF 7,659 million in 2001. Both non-recurring transaction revenues and recurring asset-based revenues fell from 2001.

Operating expenses

At CHF 4,477 million, full-year operating expenses for 2002 rose 5% from 2001, reflecting investments in our European wealth management initiative.
     Both personnel expenses, which rose 7% to CHF 2,083 million, as well as general and administrative expenses, up 6% at CHF 2,158 million, increased chiefly because of the investments in this initiative.
     Full-year depreciation fell in 2002 by 17% to CHF 125 million because of lower charges for information technology equipment, which is increasingly being leased instead of bought, while goodwill amortization was CHF 111 million, up 2% from 2001.

(Headcount)

Headcount

Headcount, at 10,488 on 31 December 2002, increased by 239, mainly due to the hiring of experienced client advisors for the buildup of European wealth management activities. Overall, the number of client advisors increased by 8% to 3,291 at the end of 2002 and represented 31% of all Private Banking’s staff.

2001

Key performance indicators

Net new money inflows in 2001, at CHF 24.6 billion, were CHF 23.4 billion higher than in 2000, demonstrating our success in re-energizing our asset-gathering performance, as well as our determined focus on growing our wealth management franchise.

     In the year to 31 December 2001, invested assets fell a modest 1% despite the poor performance of securities markets, reflecting strong net new money growth and a relatively conservative asset mix.
     The gross margin fell from 105 basis points in 2000 to 97 basis points in 2001, clearly reflecting reduced transaction volumes, especially compared to the exuberant market environment in the early part of 2000.
     The pre-goodwill cost/income ratio increased by four percentage points from 50% in 2000 to 54% in 2001, reflecting the costs of our investments in the European wealth management initiative, and weaker transaction volumes.

European wealth management

In 2001, our domestic European network had net new money inflows of CHF 5.6 billion, despite the relatively difficult market conditions. Opening new offices and hiring new staff is a key component of the initiative. Hiring plans progressed well in 2001, with the number of client advisors in our five target countries rising to 370 on 31 December 2001, an increase of 208 for the year. A further 40 newly hired advisors started on 1 January 2002, bringing our total hiring in 2001 to 248.

Results

Weaker markets than in 2000 and the costs of investing in the European wealth management initiative brought full-year pre-tax profits in


46


2001 down 17% from 2000 to CHF 3,414 million, despite a continued focus on controlling operating costs.

Operating income

Full-year operating income was CHF 7,659 million, down 8% from the record CHF 8,367 million in 2000. This was driven by falling transaction-based revenues, reflecting the much less active markets in 2001. Asset-based revenues fell only very slightly compared to 2000, despite lower average assets, reflecting our success in providing added value services to our clients.

Operating expenses

At CHF 4,245 million, operating expenses in 2001 were nearly unchanged from 2000. Personnel expenses fell by 4% to CHF 1,947 million in 2001, reflecting lower performance-related

compensation despite a 4% increase in head-count during the year.
     General and administrative expenses increased 1% from CHF 2,019 million in 2000 to CHF 2,038 million in 2001, principally reflecting the cost of investments in new product development, premises and systems in support of the European wealth management initiative.
     Depreciation increased from CHF 145 million in 2000 to CHF 151 million in 2001, reflecting increased investment in IT and premises.

Headcount

At 31 December 2001, Private Banking employed 10,249 professionals, a 4% increase compared with year-end 2000, driven by recruitment of client advisors and support personnel for the European wealth management initiative. At 31 December 2001, client advisors represented around 30% of Private Banking’s staff.


47


Review of Business Group Performance
UBS Wealth Management & Business Banking

Business Banking Switzerland

Business unit reporting

                 
CHF million, except where indicated             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Private clients  3,014   3,185   3,520   (5)
Corporate clients  2,148   2,263   2,217   (5)
Other areas  332   344   216   (3)

Income  5,494   5,792   5,953   (5)
Credit loss expense1
  (286)  (567)  (750)  (50)

Total operating income
  5,208   5,225   5,203   0 

Personnel expenses  2,727   2,878   3,121   (5)
General and administrative expenses  159   396   379   (60)
Depreciation  355   465   416   (24)
Amortization of goodwill and other intangible assets  0   0   26     

Total operating expenses
  3,241   3,739   3,942   (13)

Business unit performance before tax
  1,967   1,486   1,261   32 

Business unit performance before tax and goodwill2
  1,967   1,486   1,287   32 
                 
KPIs
                
Invested assets (CHF billion)  205   215   239   (5)
Net new money (CHF billion)3, 4
  3.7   9.2   2.7     

Cost/income ratio (%)5
  59   65   66     
Cost/income ratio before goodwill (%)2, 5
  59   65   66     

Non-performing loans/gross loans outstanding (%)  3.6   4.8   5.5     
Impaired loans/gross loans outstanding (%)  6.0   7.7   9.4     

                 
Additional information             % change from
As at or for the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Deferred releases included in credit loss expense1
  240   115       109 
Client assets (CHF billion)  494   544       (9)
Regulatory equity allocated (average)  5,700   5,850   7,550   (3)
Fair value of employee stock options granted  386            
Headcount (full-time equivalents)  18,442   19,220   20,437   (4)

1 In management accounts, statistically derived actuarialadjusted expected credit loss adjusted by deferred releases rather than the net IFRS actual credit loss is reported infor the Business Groups (see Note 2 to the Financial Statements).  Deferred releases represent amortization of historical differences between actual credit losses and actuarial expected loss (for more information, please refer to pages 39 and 40 of the UBS Financial Report 2002).   2 Excludes the amortization of goodwill and other intangible assets.   3 Excludes interest and dividend income.   4 Calculated using the former definition of assets under management up to and including second quarter 2001.   5 Operating expenses/operating income before credit loss expense.income.  63 For informational purposes only. These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.



40


Wealth Management

1 In management accounts, adjusted expected credit loss rather than credit loss is reported for the Business Groups (see Note 2 to the Financial Statements).
 
Components of Operating Income2 Excludes interest and dividend income.
 

3
Income/average invested assets.
4Operating expenses/income.
5Operating expenses less expenses for the European wealth management initiative/income less income for the European wealth management initiative.
6For informational purposes only. These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.

Business Unit Reporting

                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Income  6,797   6,690   6,990   2 
Adjusted expected credit loss1
  (4)  (26)  (34)  (85)
 
Total operating income
  6,793   6,664   6,956   2 
 
Personnel expenses  1,944   1,869   1,680   4 
General and administrative expenses  2,083   2,092   1,923   0 
Depreciation  82   93   103   (12)
Amortization of goodwill and other intangible assets  75   97   100   (23)
 
Total operating expenses
  4,184   4,151   3,806   1 
 
Business unit performance before tax
  2,609   2,513   3,150   4 
 
                 
Performance Indicators
                
Invested assets (CHF billion)  701   642   728   9 
Net new money (CHF billion)2
  29.7   17.7   23.2     
 
Gross margin on invested assets (bps)3
  101   97   96   4 
 
Cost / income ratio (%)4
  62   62   54     
Cost / income ratio excluding the
European wealth management initiative (%)5
  53   55   48     
 
Client advisors (full-time equivalents)  3,300   3,001   2,681   10 
 
                 
International Clients
                
Income  4,734   4,640   4,792   2 
 
Invested assets (CHF billion)  491   447   492   10 
Net new money (CHF billion)2
  29.7   20.2   21.8     
 
Gross margin on invested assets (bps)3
  101   98   98   3 
 
                 
European wealth management initiative (part of International Clients)        
Income  267   186   140   44 
 
Invested assets (CHF billion)  46   28   16   64 
Net new money (CHF billion)2
  10.8   7.6   5.6     
 
Client advisors (full-time equivalents)  672   551   370   22 
 
                 
Swiss Clients
Income
  2,063   2,050   2,198   1 
 
Invested assets (CHF billion)  210   195   236   8 
Net new money (CHF billion)2
  0.0   (2.5)  1.4     
 
Gross margin on invested assets (bps)3
  102   95   92   7 
 
                 
                 
Additional information             % change from 
As at 31.12.03  31.12.02  31.12.01  31.12.02 
 
Client assets (CHF billion)  884   788   886   12 
Regulatory equity allocated (average)  2,650   2,900   3,300   (9)
Fair value of employee stock options granted6
  37   54       (31)
Headcount (full-time equivalents)  9,176   9,399   8,918   (2)
 



41


Review of Business Group Performance
Wealth Management & Business Banking



Components of operating income

Wealth Management derives its operating income principally from:
fees for financial planning and wealth management services;
fees for investment management services; and
transaction-related fees.

Wealth Management’s fees are based on the market value of invested assets and the level of transaction-related activity. As a result, operating income is affected by such factors as fluctuations in invested assets, changes in market conditions, investment performance and inflows and outflows of client funds.





2003

Performance indicators

In full-year 2003, net new money inflows totaled CHF 29.7 billion, up 68% from CHF 17.7 billion in 2002. The excellent performance was due to strong inflows into our European wealth management business as well as significant inflows from clients in Asia and Eastern Europe.

(BAR CHART)

     Invested assets, at CHF 701 billion on 31 December 2003, were up 9% from CHF 642 billion a year earlier, mainly due to the recovery in global equity markets during the second half of the year, as well as the strong inflows of net new money. That more than compensated for the 10% fall in the US dollar against the Swiss franc in 2003, which had a direct impact on the value of Wealth Management’s invested assets, 37% of which are denominated in US dollars.

     The average asset base in 2003 was lower in comparison to 2002 as asset levels were unusually depressed at the beginning of the year. In contrast, revenues increased due to higher non-recurring income, which was positively influenced by higher trading and brokerage income

(BAR CHART)

and a gain on disposal of our participation in Deutsche Börse. The gross margin on invested assets was 101 basis points in 2003, up 4 basis points from 97 basis points a year earlier.

(BAR CHART)

     The cost / income ratio remained unchanged at 62%, with higher non-recurring revenues offsetting the increased costs from rising personnel expenses. Goodwill amortization accounted for 1.1 percentage point of the 2003 cost / income ratio. Excluding the European wealth management business, the cost / income ratio fell to 53% in 2003 from 55% a year earlier.



42


(BAR CHART)

European wealth management

Our European wealth management business continued to make significant progress. After three years of intense effort, the total level of invested assets in Germany, France, UK, Spain and Italy reached CHF 46 billion.

     With a particularly good performance in the UK and Germany, the inflow of net new money in 2003 was CHF 10.8 billion, up 42% from the year-earlier intake of CHF 7.6 billion. The result reflects an annual net new money inflow rate of 39% of the underlying asset base.

(BAR CHART)

     The level of invested assets reached a record CHF 46 billion on 31 December 2003, up from CHF 28 billion a year earlier, reflecting healthy inflows of net new money, our acquisition of the French business of Lloyds TSB and positive markets.

     In full-year 2003, income from our European wealth management business was CHF 267 million, up 44% or CHF 81 million from a year earlier, reflecting the growing asset and client base.
     In 2003, the number of client advisors increased by 121 (including 21 client advisors from the French business of Lloyds TSB), bringing the total on 31 December 2003 to 672. We remain commit-

(BAR CHART)

ted to growing our presence in our European target markets and will continue to invest in qualified advisory staff at a rate determined by the market environment and business opportunities.

Results

Wealth Management’s full-year 2003 pre-tax profit, at CHF 2,609 million, increased 4% from 2002 on the financial market recovery in the second half of the year, which resulted in higher revenues.

(BAR CHART)

Operating income

Full-year 2003 total operating income was CHF 6,793 million, up 2% from CHF 6,664 million in 2002. Recurring income decreased 2% on declining asset-based revenues, reflecting the lower average asset base in 2003. Non-recurring income increased 11% on the Deutsche Börse disposal gain and as trading and brokerage revenues went up because of higher client activity levels in the second half of the year.

Operating expenses

At CHF 4,184 million, full-year operating expenses for 2003 were up 1% from CHF 4,151 million



43


Review of Business Group Performance
Wealth Management & Business Banking



a year earlier, reflecting our investments in the European wealth management business and higher personnel expenses. Personnel expenses rose 4% to CHF 1,944 million in 2003 compared to a year earlier, mainly due to an increased severance payments as well as slightly higher performance-related compensation. General and administrative expenses in 2003, at CHF 2,083 million, were almost unchanged from 2002, as our ongoing tight management of costs more than offset the investments in our European wealth management business. Full-year depreciation was CHF 82 million in 2003, down 12% from a year earlier because of lower charges for information technology equipment, which is increasingly being leased instead of bought. Goodwill amortization was CHF 75 million in 2003, down 23% from 2002 mainly due to the weakening of the US dollar against the Swiss franc.

Headcount

Headcount, at 9,176 on 31 December 2003, decreased by 223 from 31 December 2002. Although we continued to hire client advisors, we reduced headcount in non-client facing areas as we continued to streamline processes and structures. In 2003, the number of client advisors increased to 3,300, up 10% from a year earlier.

(BAR CHART)

2002

Performance indicators

In 2002, net new money inflows totaled CHF 17.7 billion, down from the 2001 result of CHF 23.2 billion. International clients invested net new money of CHF 20.2 billion in 2002, down by only CHF 1.6 billion from 2001 despite the Italian tax amnesty. This excellent underlying result in these difficult markets was due to the

continued success of our European wealth management business as well as significant inflows from clients in Asia and the Americas.

     In the year to 31 December 2002, invested assets fell 12% to CHF 642 billion, mainly due to the steep drop in global equity markets as well as the 17% drop in the US dollar against the Swiss franc. Some 39% of Wealth Management’s invested assets were denominated in US dollars.
     Gross margin on invested assets remained resilient and rose by 1 basis point to 97 basis points. Assets as well as revenues fell in 2002 from the already depressed 2001 levels.
     In full-year 2002, the cost / income ratio rose from 54% in 2001 to 62% in 2002, reflecting the ongoing investment in our European wealth management business as well as the strong decline in asset-based revenues. Goodwill amortization accounted for 1.4 percentage points of the 2002 cost / income ratio. Excluding the European wealth management business, our cost / income ratio increased from 48% in 2001 to 55% in 2002.

European wealth management

Net new money inflows into our domestic European network for full-year 2002 was CHF 7.6 billion, up 36% from 2001’s intake of CHF 5.6 billion. The result in 2002 reflects an annual net new money inflow rate of 48% of the underlying asset base. For full-year 2002, income from our European wealth management business was CHF 186 million, 33% or CHF 46 million above the 2001 level. The number of client advisors increased in 2002 by 181, bringing the total on 31 December 2002 to 551.

Results

Wealth Management’s full-year 2002 pre-tax profit, at CHF 2,513 million, fell 20% from 2001 due to the steep decline in asset-based revenues which could not be fully offset by cost reductions as we continue to invest in our European wealth management business. Personnel as well as general and administrative expenses increased due to this strategic initiative.

Operating income

Full-year 2002 total operating income was CHF 6,664 million, down 4% from CHF 6,956 mil-



44


lion in 2001. Both non-recurring transaction revenues and recurring asset-based revenues fell from 2001.

Operating expenses

At CHF 4,151 million, full-year operating expenses for 2002 rose 9% from 2001, reflecting investments in our European wealth management business. Both personnel expenses, which rose 11% to CHF 1,869 million, as well as general and administrative expenses, up 9% at CHF 2,092 million, increased chiefly because of these investments. Full-year depreciation fell in 2002

by 10% to CHF 93 million because of lower charges for information technology equipment, which is increasingly being leased instead of bought, while goodwill amortization was CHF 97 million, down 3% from 2001.

Headcount

Headcount, at 9,399 on 31 December 2002, increased by 481, mainly due to the hiring of experienced client advisors for the build-up of the European wealth management activities. Overall, the number of client advisors increased by 12% to 3,001 at the end of 2002.



45


Review of Business Group Performance
Wealth Management & Business Banking



Business Banking Switzerland

Business Unit Reporting

                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Income  5,255   5,494   5,792   (4)
Adjusted expected credit loss1
  (127)  (286)  (567)  (56)
 
Total operating income
  5,128   5,208   5,225   (2)
 
Personnel expenses  2,640   2,727   2,878   (3)
General and administrative expenses  33   159   396   (79)
Depreciation  302   355   465   (15)
Amortization of goodwill and other intangible assets  0   0   0     
 
Total operating expenses
  2,975   3,241   3,739   (8)
 
Business unit performance before tax
  2,153   1,967   1,486   9 
 
 
Performance Indicators
                
Invested assets (CHF billion)  212   205   215   3 
Net new money (CHF billion)2
  (5.0)  3.7   9.2     
 
Cost / income ratio (%)3
  57   59   65     
 
Non-performing loans / gross loans (%)  3.2   3.6   4.8     
Impaired loans / gross loans (%)  4.6   6.0   7.7     
 
                 
Additional information             % change from 
As at or for the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Deferral included in adjusted expected credit loss1
  383   240   115   60 
Client assets (CHF billion)  622   494   544   26 
Regulatory equity allocated (average)  6,100   5,700   5,850   7 
Fair value of employee stock options granted4
  27   38       (29)
Headcount (full-time equivalents)  17,620   18,442   19,220   (4)
 
1  In management accounts, adjusted expected credit loss rather than credit loss is reported for the Business Groups (see Note 2 to the Financial Statements).  2  Excludes interest and dividend income.  3  Operating expenses/income.  4  For informational purposes only. These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.



Components of operating income

Business Banking Switzerland derives its operating income principally from:As a result, Business Banking Switzerland’s operating income is affected by movements in interest rates, fluctuations in invested assets, client activity levels, investment performance and changes in market conditions.
 net interest income from its loan portfolio and customer deposits;
 fees for investment management services;
 transaction fees.

As a result, operating income is affected by movements in interest rates, fluctuations in invested assets, client activity levels, investment performance, changes in market conditions and the credit environment.



46


2003

Performance indicators

In full-year 2003, the cost / income ratio was a record low 57%, two percentage points below the previous year’s ratio of 59%, reflecting total operating expenses dropping to their lowest level since 1999.

(BAR CHART)

     Invested assets rose to CHF 212 billion in 2003 from CHF 205 billion a year earlier as positive market developments were only partially offset by the weakening of the US dollar against the Swiss franc and outflows of net new money. Net new money was negative CHF 5.0 billion in 2003 compared to an inflow of CHF 3.7 billion in 2002, as corporate clients continued to make transfers from short-term deposits to current accounts, which are not classified as invested assets. We will in future no longer classify assets from corporate clients (except for pension funds) as invested assets. This change will reduce invested assets by approximately CHF 75 billion.

     Business Banking Switzerland’s loan portfolio was CHF 139 billion on 31 December 2003, unchanged from a year earlier, as an increase in volumes of private client mortgages was offset by declining volumes in the corporate clients area and a further reduction in the recovery portfolio to CHF 6.4 billion on 31 December 2003 from CHF 8.6 billion a year earlier. This positive development was also reflected in the key credit quality ratios: the non-performing loan ratio improved to 3.2% from 3.6%, while the ratio of impaired loans to gross loans was 4.6% compared to 6.0% in 2002.
     Full-year interest income in 2003 was below 2002, mainly due to lower interest margins on savings and cash accounts as well as lower

revenues from our reduced recovery portfolio. This was partially offset by higher mortgage and saving account volumes.

(BAR CHART)

Results

Full-year pre-tax profit in 2003 was a record CHF 2,153 million, up 9% from 2002. The result was achieved despite slightly lower revenues in market conditions that were difficult at the outset of the year but improved steadily thereafter. This performance is also evidence of the continued tight management of our cost base, and lower credit loss expenses reflecting the deferred benefit of the structural improvement in our loan portfolio in recent years. In 2003, personnel expenses, general and administrative expenses and depreciation all reached their lowest levels since 1999.

Operating income

Full-year total operating income was CHF 5,128 million, down slightly from 2002’s level of CHF 5,208 million. Interest income declined due to continued pressure on the margins of liability products and the decrease in the recovery portfolio. Trading and fee income also declined, reflecting the difficult market environment at the beginning of the year. These developments were

(BAR CHART)



4847


 

Significant financial eventsReview of Business Group Performance
Wealth Management & Business Banking



There

mostly offset by lower credit loss expense, which fell to CHF 127 million in 2003, down 56% from CHF 286 million in 2002. The latter reflects the deferred benefit of the structural improvement in our loan portfolio in recent years.

Operating expenses

Full-year 2003 operating expenses were no significant financial events that affected this business unitCHF 2,975 million, down 8% from CHF 3,241 million in 2002. They were at their lowest level since 1999. Personnel expenses, at CHF 2,640 million, were down 3% from CHF 2,727 million in 2002, 2001mainly due to lower salaries reflecting the 4% drop in headcount. General and administrative expenses, at CHF 33 million in 2003, continued to drop and were 79% or 2000.CHF 126 million lower than the CHF 159 million recorded in 2002. This reflects our continuous efforts to control our costs tightly. Overall, this very low level of general and administrative expenses is explained by the integrated business model of UBS, through which Business Banking Switzerland provides a significant number of services to other business units, mainly Wealth Management. In accounting terms, the costs for these services are charged to the receiving unit as general and administrative expenses, offset by lower general and administrative expenses in the provider unit. Depreciation for full-year 2003 dropped to CHF 302 million from CHF 355 million in 2002 as information technology equipment is increasingly being leased instead of bought.

2002
Headcount

Business Banking Switzerland’s headcount was 17,620 on 31 December 2003, a decline of 822 or 4% from 31 December 2002, reflecting our continued investment in technology and automation, as well as the ongoing streamlining of processes and structures.

Key performance indicators
(BAR CHART)

2002

Performance indicators

Invested assets fell from CHF 215 billion in 2001 to CHF 205 billion in 2002 as negative market developments and the weakening of major currencies against the Swiss franc were only partially offset by positive net new money inflows. In 2002, Business Banking Switzerland attracted net new money of CHF 3.7 billion, down from CHF 9.2 billion in 2001. This drop was due to smaller inflows from large corporate client accounts a business traditionally subject to volatile inflows and outflows.

     For full-year 2002, the cost/income ratio was a record lowat 59%, 6 percentage points below the previous year’s2001’s ratio of 65%, reflecting the drop in total operating expenses to the lowest level since 1999.expenses.

(Pre-goodwill cost-income ratio)

     Business Banking Switzerland’s loan portfolio decreased to CHF 139 billion at 31 December 2002 from CHF 146 billion at 31 December 2001, driven by lower volumes in the corporate clients area and the further reduction in the recovery portfolio from CHF 12 billion at 31 December 2001 to CHF 8.6 billion at 31 December 2002. This positive development was also reflected in the key credit quality ratios: the non-performing loan ratio declined to 3.6% from 4.8%, while the ratio of impaired loans to gross loans saw a further improvement, falling to 6.0% from 7.7%.
     Full-year interest income in 2002 was below the previous year2001’s mainly due to lower interest

(Impaired loans-gross loans)

margins on savings and cash accounts as well as the fall in the US dollar, which caused the Swiss franc equivalent of US dollar interest ratelower revenues to drop.from our reduced recovery portfolio.

Results
Results

In 2002, full-year pre-tax profit was a record CHF 1,967 million, up 32% from 2001, achieved despite declining revenues in difficult market conditions, due to continued tight management of our cost base and lower credit loss expenses. Personnel expenses dropped due to lower performance-related compensation as well as a dropfall in headcount whereaswhile general and administrative expenses reached their lowest level since 1999.declined due to our continued cost management initiatives.

(Performance before tax)

Operating income

Full-year 2002 operating income was CHF 5,208 million, almost unchanged from 2001’s



48


level of CHF 5,225 million. Interest income fell because of continued pressure on margins of liability products. Trading and transactionalfee income also declined, reflecting the difficult market environment, although these developments were mostly offset by lower credit loss expenses,expense, which fell to CHF


49


Review of Business Group Performance
UBS Wealth Management & Business Banking

286 million in 2002, down 50% from CHF 567 million in 2001. This drop reflectsreflected the continued success in improving the quality of our loan portfolio through the implementation of risk-adjusted pricing and the deferred benefit of the prior year’s better than expected credit performance.

     Income fromPrivate Clients declined from CHF 3,185 millionstructural improvement in 2001 to CHF 3,014 millionour loan portfolio in 2002, reflecting mainly a decline in interest income due to lower margins of liability products due to lower market rates. In addition, fee income decreased as a result of a lower asset base and weaker client activity.
     Income fromCorporate Clientsdeclined 5% from CHF 2,263 million in 2001 to CHF 2,148 million in 2002 reflecting lower interest, fee and trading income due to the weak financial markets.
     Income fromOtherareas dropped by 3% to CHF 332 million in 2002 from CHF 344 million in 2001 mainly due to a methodology change regarding the treatment of revenues from correspondent banking clients.
recent years.

Operating expenses

Full-year 2002 operating expenses decreased 13% from CHF 3,739 million in 2001 to CHF 3,241 million and were at their lowest level since 1999.
million. Personnel expenses droppedfell 5% from CHF 2,878 million in 2001 to CHF 2,727 million in 2002, due to lower headcount.
General and administrative expenses, at CHF 159 million, continued to drop and were 60% lower than the CHF 396 million recorded in 2001. This drop reflects

decrease reflected our continuous efforts to control costs as well as higher usage of services, mainly IT, provided to other business units. Overall, thethis very low level of general and administrative expenses is explained by the integrated business model of UBS, through which Business Banking Switzerland provides a significant number of services to other business units, of the Group, mainly Private Banking.Wealth Management. In accounting terms, the costs for these services are charged to the receiving unit as general and administrative expenses, offset by lower general and administrative expenses in the provider unit.

Depreciation for full-year 2002 dropped to CHF 355 million from CHF 465 million in 2001 as information technology equipment is increasingly being leased instead of bought.

Headcount

Business Banking Switzerland’s headcount was 18,442 on 31 December 2002, a decline of 778 or 4% from 31 December 2001, as we continued to streamline processes and structures.

(Headcount)

2001

Key performance indicators

In 2001, Business Banking Switzerland attracted net new money of CHF 9.2 billion, a clear improvement over 2000’s CHF 2.7 billion, reflecting improved flows from both private clients and corporate clients, where flows can be larger and more volatile. Invested assets were CHF 215 billion as of 31 December 2001.

     Business Banking Switzerland continued to focus successfully on stringent cost control measures reflected in a one percentage point decline in the full year’s pre-goodwill cost/income ratio from 66% in 2000 to 65% in 2001. This resulted from reductions in headcount and in performance-related compensation expenses.
     Business Banking Switzerland’s loan portfolio decreased from CHF 150 billion at 31 December 2000 to CHF 146 billion at 31 December 2001, driven by reductions in the more volatile business with banks and the further reduction in the recovery portfolio from CHF 15 billion to CHF 12 billion.
     The strength of the Swiss economy in the early part of 2001 and our continued successful recovery efforts were reflected in an improvement in key asset quality ratios since the end of 2000. The non-performing loans to total loans ratio decreased from 5.5% to 4.8% while the ratio of impaired loans to gross loans further improved from 9.4% to 7.7%.



5049


 

Results

Review of Business Banking Switzerland enjoyed a very strong year, despite the much more difficult market conditions, with profit before tax in 2001 up 18% compared to 2000, at CHF 1,486 million. The implementation of risk-adjusted pricing and the strength of the Swiss economy in 2000 and early 2001 led to a significant increase in credit quality, while operating expenses have remained under tight control, falling 5% compared to 2000.

Operating income

Operating income in 2001 was up CHF 22 million from 2000 at CHF 5,225 million, principally reflecting the reduction in credit loss expense partially offset by the effect of weaker markets in 2001 on fee and commission income.
     Business Banking Switzerland has improved the quality of its loan portfolio considerably in recent years, principally through the introduction of risk-adjusted pricing, leading to a lower adjusted expected loss charge in 2001 compared to 2000. In 2001, we introduced a new process for calculating the adjusted expected loss charged to the Business Groups, under which the difference between the actual IFRS credit losses and the actuarial expected loss calculated for management reporting purposes is charged or credited back to the business units over a three-year period, so that the risks and rewards over the cycle are better reflected in their results. Since actual credit losses in Business Banking Switzerland have recently been lower than the adjusted expected loss charge, this deferral process has also resulted in a lower adjusted expected loss charge (see pages 39 and 40 for further details).
     Together these effects led to a credit loss expense of CHF 567 million in 2001, down 24% from CHF 750 million in 2000.
     Income fromPrivate Clients declined from CHF 3,520 million in 2000 to CHF 3,185 million in 2001 due to lower fee income, reflecting lower market activity levels as well as lower interest income because of liability margin pressure.
Group Performance
Global Asset Management

     Income fromCorporate Clientsincreased by 2% from CHF 2,217 million in 2000 to CHF 2,263 million in 2001, reflecting higher income due to a change in the treatment of interest on impaired loans (previously recorded as a reduction in credit loss expense), which more than offset lower interest and fee income due to the weaker financial markets.
     Income fromOtherareas increased by 59% from CHF 216 million in 2000 to CHF 344 million in 2001 reflecting higher disposal revenues (the sale of TicketCorner) and higher one-off revenues from minority holdings.

Operating expenses

Operating expenses remain under strict control, totaling CHF 3,739 million in 2001, CHF 203 million lower than in 2000.
     General and administrative expenses in 2001, at CHF 396 million, were 4% higher than in 2000, principally reflecting higher liability risk provisions, partially offset by lower IT outsourcing costs and the continued effect of our efforts to control costs.
     Personnel expenses declined by CHF 243 million compared to 2000, to CHF 2,878 million, reflecting a fall in headcount of 1,217 since the end of 2000, and lower performance-related pay. Over the full year, the compensation ratio in Business Banking Switzerland was 50%, down from 52% in 2000.
     Depreciation increased 12% from 2000, to CHF 465 million, principally reflecting cancellation of previously capitalized software projects as a result of cost control measures. Goodwill amortization dropped from CHF 26 million in 2000 to zero in 2001, reflecting the writeoff of goodwill on a credit card portfolio in 2000.

Headcount

Business Banking Switzerland’s headcount declined by a further 6% in 2001, from 20,437 on 31 December 2000 to 19,220 on 31 December 2001, as the cost control effects from the systematic implementation of the strategic projects portfolio and the benefits of the merger between Union Bank of Switzerland and Swiss Bank Corporation continued to be realized.


51


Review of Business Group Performance
UBS Global Asset Management

UBS Global Asset Management

(JOHN FRASER IMAGE)(PHOTO OF FRASER)
John A. Fraser
Chairman and CEO
UBS Global Asset Management

Pre-taxStrong markets in the second half of the year, net new money inflows into equities, fixed income and alternative investment mandates and ongoing cost control measures all contributed towards a 2003 pre-tax profit of CHF 332 million, up by 52% from CHF 219 million in 2002 was CHF 187 million, down 33% from 2001. The declines in equity markets throughout 2002 resulted in lower invested2002. Money market fund outflows disguised strong inflows to higher-quality asset levels and subsequently, lower asset-based revenues. This decrease was partially offset by ongoing initiatives to control costs.classes.


Business Group Reporting

                 
Business Group reporting               
                
CHF million, except where indicated             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Institutional fees  899   1,174   1,242   (23)
Wholesale Intermediary fees  1,054   1,044   836   1 

Total operating income
  1,953   2,218   2,078   (12)

Personnel expenses  946   1,038   941   (9)
General and administrative expenses  513   569   434   (10)
Depreciation  37   46   49   (20)
Amortization of goodwill and other intangible assets  270   286   267   (6)

Total operating expenses
  1,766   1,939   1,691   (9)

Business Group performance before tax
  187   279   387   (33)

Business Group performance before tax and goodwill1
  457   565   654   (19)
KPIs
                
Cost/income ratio (%)2
  90   87   81     
Cost/income ratio before goodwill (%)1, 2
  77   75   69     

Institutional
                
Invested assets (CHF billion)  2793   328   323   (15)
Net new money (CHF billion)4
  (0.6)  6.2   (70.8)5    
Gross margin on invested assets (bps)6
  29   37   38   (22)

Wholesale Intermediary
                
Invested assets (CHF billion)  2783   344   319   (19)
Net new money (CHF billion)4
  (1.8)  28.7   2.95    
Gross margin on invested assets (bps)6
  34   32   36   6 

                 
Additional information             % change from 
As at  31.12.02   31.12.01   31.12.00   31.12.01 

Client assets (CHF billion)  557   672       (17)
Regulatory equity allocated (average)  1,750   1,850   1,550   (5)
Fair value of employee stock options granted  447             
Headcount (full-time equivalents)  3,346   3,281   2,860   2 

                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Institutional fees  922   865   1,154   7 
Wholesale Intermediary fees  815   790   809   3 
 
Total operating income
  1,737   1,655   1,963   5 
 
Personnel expenses  816   774   886   5 
General and administrative expenses  407   447   498   (9)
Depreciation  29   29   38   0 
Amortization of goodwill and other intangible assets  153   186   196   (18)
 
Total operating expenses
  1,405   1,436   1,618   (2)
 
Business Group performance before tax
  332   219   345   52 
 
Performance Indicators
Cost/income ratio (%)1
  81   87   82     
 
Institutional
Invested assets (CHF billion)
  313   274   324   14 
of which: money market funds
  14   19   23   (26)
Net new money (CHF billion)2
  12.7   (1.4)  6.4     
of which: money market funds
  (5.0)  (1.8)  12.0     
Gross margin on invested assets (bps)3
  32   29   37   10 
 
Wholesale Intermediary
Invested assets (CHF billion)
  261   259   325   1 
of which: money market funds
  87   106   134   (18)
Net new money (CHF billion)2
  (5.0)  (6.3)  24.5     
of which: money market funds
  (23.0)  (6.9)  2.5     
Gross margin on invested assets (bps)3
  31   27   26   15 
 
                 
Additional information             % change from 
As at 31.12.03  31.12.02  31.12.01  31.12.02 
 
Client assets (CHF billion)  574   533   649   8 
Regulatory equity allocated (average)  1,000   1,100   1,050   (9)
Fair value of employee stock options granted4
  41   43       (5)
Headcount (full-time equivalents)  2,689   2,733   2,704   (2)
 
1 Excludes the amortization of goodwill and other intangible assets.  2 Operating expenses/operating income.  3 In the second quarter 2002 invested assets of CHF 7.7 billion were transferred from Mutual Funds (now renamed Wholesale Intermediary). Prior years are shown according to the old classification.  42 Excludes interest and dividend income.  5 Calculated using the former definition of assets under management.  63 Income/average invested assets.74 For informational purposes only. These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.



5250


 

Components of operating income

Global Asset Management generates its revenue from the asset management services it provides to private clients, financial intermediaries and institutional investors. Fees charged to institutional clients and wholesale intermediary clients are based on the market value of invested

assets and on successful investment performance. As a result, revenues are affected by changes in market and currency valuation levels, as well as flows of client funds, and relative investment performance.



2003

Performance indicators

The cost / income ratio dropped to 81% in 2003 from 87% in 2002. Amortization expenses fell, driving the cost / income ratio down 2.5 percentage points and now accounting for 8.8 percentage points of the ratio. The residual improvement of 3.4 percentage points was a result of increases in both operating income and operating expenses. The recovery in equity markets experienced in the second half of the year resulted in higher invested asset levels, and, consequently, higher asset-based revenues. Strong inflows of net new money (excluding lower fee money market funds), combined with improved investment performance, especially in the alternative and quantitative platform, also helped revenues to rise.

(BAR CHART)

Institutional

Institutional invested assets totaled CHF 313 billion on 31 December 2003, up 14% from CHF 274 billion on 31 December 2002, reflecting the strong market development in the second half of the year and strong inflows of net new money. The increase was partly offset by the weakening of major currencies against the Swiss franc.

(BAR CHART)

     For full-year 2003, net new money inflows were CHF 12.7 billion, up significantly from the outflows of CHF 1.4 billion recorded in 2002. Equity mandates and alternative and quantitative investments experienced strong inflows, partially offset by outflows from asset allocation mandates and money market funds.

(BAR CHART)

     The full-year 2003 gross margin was 32 basis points, up from 29 basis points a year earlier, reflecting higher performance fees and an improving asset mix.



51


Review of Business Group Performance
Global Asset Management



(BAR CHART)

Wholesale Intermediary

Invested assets were CHF 261 billion on 31 December 2003, up by CHF 2 billion from the same date a year earlier. The impact of adverse currency movements and the launch of UBS Bank USA, which prompted outflows from money market funds, nearly offset the positive effect from rising financial markets.

     For full-year 2003, the net new money outflow amounted to CHF 5.0 billion compared

(BAR CHART)

with the CHF 6.3 billion outflow in 2002. The money market outflow in 2003 was CHF 23.0 billion, partially offset by inflows of CHF 17.1 billion into higher-margin equity and fixed income mandates. The outflows in money market funds were primarily in the Americas as a result of the launch of UBS Bank USA.

��    The gross margin increased to 31 basis points in 2003 from 27 basis points in 2002, reflecting the change in the asset mix towards higher-margin assets.

(BAR CHART)

Money market sweep accounts

The majority of money market fund assets managed by our US wholesale intermediary business represents the cash portion of private client accounts. In 2003, we saw outflows from money market funds of CHF 16.0 billion. The primary reason for the outflows was the launch of UBS Bank USA in third quarter 2003. Before the bank’s start, cash balances of private clients in the US were swept into our money market funds. Now, those cash proceeds are redirected automatically into FDIC-insured deposit accounts at UBS Bank USA. Although there was no one-time bulk transfer of client money market assets to the bank, the funds invested in our sweep accounts are being used to complete client transactions and will therefore gradually deplete over time. Such funds are, however, a low-fee component of invested assets.

Investment capabilities and performance

After three years of disappointing returns, equity markets posted convincing gains in 2003 as the global economy improved and corporate earnings recovered. Cyclical industries, such as the technology sector, led the rally. Fixed income



52


Components of Operating Income  

UBS Global Asset Management generates its revenue from the asset management services it provides to institutional and wholesale intermediary clients. Fees charged to institutional clients and wholesale intermediary clients are based on the market value of invested assets and on successful investment performance. As a result, UBS Annualized
Composite1 Year3 Years5 Years10 Years
Global Asset Management’s revenues are affected by changes in market and currency valuation levels as well as flows of client funds, and relative investment performance.Equity Composite vs. MSCI World Equity (Free) Index-+++
Global Bond Composite vs. Citigroup World Government Bond Index++--
Global Securities Composite vs. Global Securities Markets Index++++
(+) above benchmark; (-) under benchmark. All after fees.



 

Significant financial events

Therereturns were nomore modest and constrained by expectations of higher interest rates.
     Within our core investment management platform, relative equity performance was mixed in 2003 as a whole. Our actively managed Global Equity composite lagged the benchmark across these periods, reflecting our underweight position in highly cyclical technology stocks, where market prices already reflected robust future earnings growth. Despite that, the long-term track record of our Global Equity composite remains strong.
     Our Global Bond composite performed well in 2003, due to both our currency and our interest rate strategies.
     Our asset allocation and currency strategy made another positive contribution in full-year 2003. Portfolios benefited from an overweight position in equities relative to bonds and from being underweight in the US dollar, whose value steadily depreciated throughout the year.
     In the alternative and quantitative business, strategies performed well across the board in 2003. All key equity-oriented strategies recorded positive returns, and core strategies based on macro-economic themes performed strongly over the full year. Across the multi-manager groups, strategies with exposure to the equity markets performed exceptionally well, while more market-neutral strategies also recorded solid returns.
     Based on the latest available return information, the global real estate business achieved strong returns in the US, Switzerland, the UK and Japan.

Results

Global Asset Management reported a pre-tax profit of CHF 332 million in 2003, an increase of 52% from 2002’s pre-tax profit of CHF 219 million. The recovery in the second half of the year in equity market valuations, coupled with strong inflows into alternative investments, equities and fixed income mandates, resulted in higher invested asset levels and, consequently, increased

asset-based revenues. Performance-related fees, especially in the alternative and quantitative business, showed significant financial eventsimprovement over 2002. Ongoing cost control initiatives that affected thissystematically reduced operating expenses contributed significantly to improved profitability. General and administrative expenses decreased due to lower IT and premises costs. Amortization expenses fell as the goodwill of some assets became fully amortized. These developments were partially offset by higher incentive-based compensation resulting from the increase in operating income.

(BAR CHART)

Operating income

In full-year 2003, operating income was CHF 1,737 million, up 5% from CHF 1,655 million, reflecting the recovery in equity market valuations in the second half of 2003, coupled with strong inflows into alternative investments, equities and fixed income mandates, resulting in higher invested asset levels and consequently higher asset-based revenues. Performance-related fees, especially in the alternative and quantitative business, showed significant improvement over 2002. Institutional revenues increased to CHF 922 million in full-year 2003 from CHF 865 million in 2002, driven by both the improved market environment and the strong asset inflows, especially in the alternative and quantitative business. For full-year 2003, Wholesale Intermediary revenues, at CHF 815 million, increased from CHF 790 million in 2002, reflecting the



53


Review of Business Group Performance
Global Asset Management



recovery in the equity markets and an improvement in the asset mix, both of which had a positive impact on our asset-based revenues.

Operating expenses

For full-year 2003, operating expenses declined to CHF 1,405 million from CHF 1,436 million in 2002, 2001 or 2000.primarily due to cost-saving initiatives and lower goodwill amortization. Personnel expenses were CHF 816 million in 2003, 5% above the prior year, due to higher incentive-based compensation reflecting the improved revenue. General and administrative expenses fell to CHF 407 million in 2003 from CHF 447 million in 2002. The decrease is a result of ongoing cost-saving initiatives, resulting in a significant reduction of IT and premises expenses. These savings were partly offset by non-recurring operational provisions. Depreciation, at CHF 29 million, remained unchanged compared with a year earlier. Amortization of goodwill decreased to CHF 153 million in 2003 from CHF 186 million a year earlier. The drop was due both to the full amortization of the goodwill of some businesses and to the US dollar’s drop against the Swiss franc.

2002
Headcount

Headcount was 2,689 on 31 December 2003, down by 44 from 2,733 on 31 December 2002. The decrease of 2% primarily reflects cost-saving efforts in the core investment management business.

Key performance indicators
(BAR CHART)

For

2002 the pre-goodwill

Performance indicators

The cost/income ratio was 77%, up 2 percentage pointsrose to 87% in 2002 from a year earlier.82% in 2001. The increase was primarily due to

lower invested asset values, which resulted in lower asset-based revenues. Those developments, however, were partially offset by lower operating expenses prompted by ongoing initiatives to control costs. Goodwill amortization accounted for 11.3 percentage points of the 2002 cost / income ratio.

(PREGOODWILL COST-INCOME RATIO)

Institutional

Institutional invested assets, at CHF 279274 billion on 31 December 2002, declined 15% from their level on 31 December 2001. The decrease in assets was due to the decline seen in financial markets during the year2002, as well as the drop of the US dollar against the Swiss franc over the year.2002.
     For full-year 2002, the outflow of net new money was CHF 0.61.4 billion. This iswas a disappointing figure compared to the net new money inflow of CHF 6.26.4 billion recorded in 2001. Strong inflows into equity mandates were more than offset by outflows from alternative asset and fixed income mandates.

(NET NEW MONEY-INSTITUTIONAL)

     Full-year 2002 gross margin was 29 basis points, a decrease of 8 basis points from 2001 due to lower performance fees and a lower proportion of assets in alternative investments.

(GROSS MARGIN ON INVESTED ASSETS)

Wholesale Intermediary

Invested assets stood at CHF 278259 billion on 31 December 2002, down from CHF 344325 billion on 31 December 2001. The decline was primarily the result of negative currency impacts and declining markets as well as slightly negative net new money.
     For full-year 2002, the outflow of net new money was CHF 1.86.3 billion compared to an inflow of CHF 28.724.5 billion in 2001. The outflow was largely due to CHF 7.06.9 billion in money market funds, primarily in the Americas. Inflows of CHF 3.2 billion into equity and private market mandates globally in all business areas as well as an inflow of CHF 3.0 billion into alter-


53


Review of Business Group Performance
UBS Global Asset Management

(WHOLESALE INTERMDIARY)

native investments, primarily at GAM, largely offset the outflow.

     The gross margin rose to 3427 basis points in 2002 from 3226 basis points in 2001 asthanks to a result ofshift in the asset mix improving towards higher marginhigher-margin asset classes.

(WHOLESALE INTERMDIARY-BPS)Results

Investment capabilities and performance

Global equity markets ended the year in significantly negative territory with the US market, as measured by the S&P 500, posting its first consecutive three-year decline since the Second World War. Markets outside the US have now fallen further from peak to trough than in their most significant previous contraction in the mid-1970s. Contributing to the erosion of equity values was the investor realization that any recovery would not be as robust as hoped, both with regard to economic fundamentals and earnings.

     The majority of UBS Global Asset Management funds finished the year strongly, well above benchmark in the fourth quarter 2002. The Global Equity Composite led the way, beatingMSCI World Equity Free Indexbenchmark returns for the year, 3- and 5-year periods by

significant margins. The UK Balanced Equity portfolio continued to perform well against theFTSE All-Share Indexfor the same periods and our US Equity Composite surpassed theWilshire 5000benchmark by more than 5 percentage points in 2002. It also remains ahead of the benchmark for 3-, and 5-year periods. Emerging equities also showed good results for the year and have also outperformed their benchmark, theMSCI Emerging Equity Markets Free Index, for each of the past 3- and 5-year periods as well.

     The deteriorating global economy and a flight to quality by equity investors provided the backdrop for a rally in the global sovereign bond market during the year. UBS Global Asset Management’s Global Bond Composite exceeded theSalomon WGBIindex for the year and the 3-year period as well, but trailed the index for 5-year annualized returns. The US Bond Composite also exceeded theLehman US Aggregate Indexfor the 3-, and 5-year periods. Credit research has been strong, with the Global Aggregate Composite finishing well ahead of theLehman Global Aggregatein 2002, but Emerging Markets Debt ended the year poorly, albeit preserving its 3- and 5-year outperformance against theJP Morgan EMBI Global index.
     Balanced portfolios also fared well this past year, as exemplified by the Global Multi-Asset Fund, which outperformed theMultiple Markets Indexby 4.6 percentage points. Security selection within the component asset classes and currency strategies favoring the euro at the expense of the US dollar were primarily responsible. In the 1-, 3-, and 5-year periods, returns continued to be significantly ahead of the benchmark.

Results

UBS Global Asset Management reported for full-year 2002 a pre-tax profit of CHF 187219 million, a decrease of 33%37% from 2001’s pre-tax profit of CHF 279345 million. The declines in equity markets experienced throughout 2002 resulted in lower invested asset levels and, subsequently, lower asset-based revenues. These developments were



54


partially offset by ongoing initiatives to control costs. Over the year,2002, personnel expenses decreased due to a decline in incentive compensation while general and administrative


54


(PERFORMANCE BEFORE TAX)

expenses fell due to lower IT and premises expenditures. However, the drop in expenses could not compensate for the drop in revenues.

Operating income

In full-year 2002, operating income declined CHF 265 million, or 12%fell 16%, to CHF 1,9531,655 million, primarily due to the declines in financial markets during the year2002 feeding through to asset-based revenues andrevenues. The decline was also due to the US dollar’s weakening against the Swiss franc.
Institutional revenues fell to CHF 899865 million in full-year 2002 from CHF 1,1741,154 million a year earlierin 2001 due to the US dollar’s weakening against the Swiss franc, lower performance fees at O’Connor, and the effect of market declines on asset-based revenues.
For full-year 2002, Wholesale Intermediary revenues, at CHF 1,054790 million, increased slightlydecreased from CHF 1,044809 million a year earlier due to an increase in higher margin assets invested with GAM.2001, reflecting the difficult market environment in 2002.

Operating expenses

For full-year 2002, operating expenses declined to CHF 1,7661,436 million from CHF 1,9391,618 million a year earlier,in 2001, primarily due to cost savingcost-saving initiatives.
Personnel expenses were CHF 946774 million in 2002, CHF 92 million lower13% less than in 2001, reflecting lower incentive-based compensation partially offset by higher severance expenses.
General and administrative expenses fell to CHF 513447 million from CHF 569498 million in the same period, reflecting a weaker US dollar, and lower project-related expenses.
Over the year,2002, depreciation decreased from CHF 4638 million to CHF 3729 million as some assets became fully depreciated. Amortization declined CHF 16 million5% to CHF 270186 million, reflecting the drop in the US dollar against the Swiss franc.

Headcount

Headcount, at 3,3462,733 on 31 December 2002, was up from 3,2812,704 on 31 December 2001. The increase of 2%1% primarily reflects additional headcount at GAM and areflected the reclassification from contractors to employees at O’Connor.

(HEADCOUNT)

2001

Key performance indicators

Invested assets increased 5% during the year from CHF 642 billion on 31 December 2000 to CHF 672 billion on 31 December 2001. Net new money was CHF 34.9 billion for the year, reflecting the recognition of strong relative investment performance and business development efforts. The pre-goodwill cost/income ratio rose from 69% in 2000 to 75% in 2001, principally reflecting the higher cost/income ratio of the Brinson Advisors (now rebranded UBS Global Asset Management) business transferred from UBS PaineWebber at the start of the year.

Institutional

Institutional invested assets increased from CHF 323 billion on 31 December 2000 to CHF 328 billion on 31 December 2001. This 2% increase was due to CHF 6.2 billion in net new money and a CHF 34 billion increase in invested assets from the acquisition of RT Capital (now rebranded UBS Global Asset Management) which more than offset negative market performance.
     Net new money in 2001 was CHF 6.2 billion, a great improvement from the net outflows of CHF 70.8 billion in 2000, as clients start to recognize the success of our integrated global invest-



55


Review of Business Group Performance
UBS Global Asset Management

 

ment management platform, which delivered strong relative investment performance in both 2001 and 2000.

     Full-year gross margin was 37 basis points, a decreaseReview of 1 basis point from 2000, primarily due to lower performance fees in O’Connor and the addition of the lower margin Brinson Advisors business.

Wholesale Intermediary

Wholesale Intermediary’s invested assets increased CHF 25 billion, from CHF 319 billion at 31 December 2000 to CHF 344 billion at 31 December 2001, driven by net new money. Market performance was limited to a negative impact on invested assets of less than 1%.
     Net new money of CHF 28.7 billion in 2001, compared to CHF 2.9 billion in 2000, reflected much better asset-gathering performance in both Europe and the Americas, particularly in fixed income mandates.
     The gross margin in 2001 decreased 4 basis points to 32 basis points due to the addition of Brinson Advisors, which has a high proportion of lower margin money market funds, partially offset by the introduction of a new pricing structure for UBS Business Group Performance
Investment Funds.

Results

Pre-tax profit of CHF 279 million in 2001 was 28% lower than 2000. Despite market declines and lower performance fees in the O’Connor business, income increased as a result of the new investment funds pricing structure introduced in 2001, the acquisition of RT Capital and the inclusion of Brinson Advisors. This was more than offset by higher personnel expenses and general and administrative expenses driven by spending on growth initiatives, the integration of Brinson Advisors and the acquisition of RT Capital in third quarter.Bank

Operating income

Operating income increased CHF 140 million, or 7%, from 2000 to CHF 2,218 million in 2001, as a result of the inclusion of Brinson Advisors, the new pricing structure introduced this year for investment funds and the acquisition of RT Capital. These effects were partially offset by lower performance fees at O’Connor, our alternative investment business, and the effect on asset-based revenues of market declines in 2001 and institutional asset outflows in 2000 which led to lower average assets compared to 2000.
     Institutional income fell 5% in 2001 compared to 2000, to CHF 1,174 million, while Wholesale Intermediary revenue increased 25% from 2000 to CHF 1,044 million in 2001.

Operating expenses

Operating expenses increased 15% to CHF 1,939 million in 2001, driven by the addition of Brinson Advisors and RT Capital.
     General and administrative expenses increased 31% from CHF 434 million in 2000 to CHF 569 million in 2001, principally reflecting the addition of Brinson Advisors.
     Personnel expenses increased 10% from CHF 941 million in 2000 to CHF 1,038 million in 2001, again mostly due to the addition of Brinson Advisors, which more than offset a considerable decline in performance-related compensation.
     Depreciation decreased 6% from CHF 49 million in 2000 to CHF 46 million in 2001. Amortization of goodwill and other intangible assets increased 7% to CHF 286 million in 2001, reflecting the effect of the acquisition RT Capital.

Headcount

Headcount increased by 421 in 2001, from 2,860 at 31 December 2000 to 3,281 at 31 December 2001, mostly due to the integration of Brinson Advisors and RT Capital.


56


Review of Business Group Performance
UBS Warburg

UBS Warburg

Investment Bank

(JOHN P COSTAS)(PHOTO OF COSTAS)
John P. Costas
Chairman and CEO,
UBS Warburg

1In management accounts, statistically derived actuarial expected loss adjusted by deferred releases rather than the net IFRS actual credit loss is reported in the Business Groups (see Note 2 to the Financial Statements).
2Excludes the amortization of goodwill and other intangible assets.
3Operating expenses/operating income before credit loss expense.
4Excludes interest and dividend income.
5For informational purposes only. These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.
6Excludes significant financial events: Personnel expenses, CHF 86 million, General and administrative expenses, CHF 13 million and Depreciation, CHF 7 million (all PaineWebber integration costs).
Investment Bank

Corporate and Institutional Clients netIn 2003, the Investment Bank as a whole posted pre-tax profit before tax in 2002, atof CHF 3,1293,889 million. The Investment Banking & Securities business unit’s pre-tax profit was CHF 4,078 million, was 17% lower than in 2001. Market conditions remained challenging, although our Fixed Income, Rates and Currencies business held up well. UBS Capital recorded30% from 2002. Private Equity reported a pre-tax loss of CHF 189 million in 2003 compared to a loss of CHF 1,761 million with challenging market conditionsin 2002. This improvement reflects much lower levels of writedowns and a slowdown in corporate activity leading to deteriorating valuations in all markets and industries.


                 
Business Group reporting               
                
CHF million, except where indicated             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Income  12,498   14,715   18,240   (15)
Credit loss expense1
  (128)  (112)  (243)  14 

Total operating income
  12,370   14,603   17,997   (15)

Personnel expenses  7,878   8,354   9,451   (6)
General and administrative expenses  2,378   2,650   2,755   (10)
Depreciation  382   456   564   (16)
Amortization of goodwill and other intangible assets  364   402   192   (9)

Total operating expenses
  11,002   11,862   12,962   (7)

Business Group performance before tax
  1,368   2,741   5,035   (50)

Business Group performance before tax and goodwill2
  1,732   3,143   5,227   (45)
                
Additional information
                
Cost/income ratio (%)3
  88   81   71     
Cost/income ratio before goodwill (%)2, 3
  85   78   70     
Net new money (CHF billion)4
  0.5   0.1         
Invested assets (CHF billion)  3   1   1   200 
Client assets (CHF billion)  133   109       22 
Regulatory equity allocated (average)  13,100   14,300   10,800   (8)
Fair value of employee stock options granted  5825             

Business Group reporting adjusted for Significant Financial Events
CHF million, except where indicated             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Income  12,498   14,715   18,240   (15)
Credit loss expense1
  (128)  (112)  (243)  14 

Total operating income
  12,370   14,603   17,997   (15)

Personnel expenses  7,878   8,354   9,3656  (6)
General and administrative expenses  2,378   2,650   2,7426  (10)
Depreciation  382   456   5576  (16)
Amortization of goodwill and other intangible assets  364   402   192   (9)

Total operating expenses
  11,002   11,862   12,856   (7)

Business Group performance before tax
  1,368   2,741   5,141   (50)

Business Group performance before tax and goodwill2
  1,732   3,143   5,333   (45)
Additional information
                
Cost/income ratio (%)3
  88   81   70     
Cost/income ratio before goodwill (%)2, 3
  85   78   69     


57number of successful divestments.


Business Group Reporting

Review of Business Group Performance
UBS Warburg

Corporate and Institutional Clients

                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Income  14,120   12,498   14,715   13 
Adjusted expected credit loss1
  (139)  (128)  (112)  9 
 
Total operating income
  13,981   12,370   14,603   13 
 
Personnel expenses  7,357   7,878   8,354   (7)
General and administrative expenses  2,130   2,378   2,650   (10)
Depreciation  327   382   456   (14)
Amortization of goodwill and other intangible assets  278   364   402   (24)
 
Total operating expenses
  10,092   11,002   11,862   (8)
 
Business Group performance before tax
  3,889   1,368   2,741   184 
 
Additional information
                
Cost / income ratio (%)2
  71   88   81     
Net new money (CHF billion)3
  0.9   0.5   0.1     
Invested assets (CHF billion)  4   3   1   33 
Client assets (CHF billion)  143   133   109   8 
Regulatory equity allocated (average)  12,700   13,100   14,300   (3)
Fair value of employee stock options granted4
  391   582       (32)
 
                 
Business Unit reporting               
                
CHF million, except where indicated             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Investment Banking1
  1,915   2,541   2,700   (25)
Equities  5,625   6,422   10,300   (12)
Fixed Income, Rates and Currencies2
  6,490   6,350   4,590   2 
Non-core business  70   274   280   (74)

Income  14,100   15,587   17,870   (10)
Credit loss expense3
  (128)  (112)  (243)  14 

Total operating income
  13,972   15,475   17,627   (10)

Personnel expenses4
  7,784   8,258   9,2235  (6)
General and administrative expenses  2,314   2,586   2,6955  (11)
Depreciation  381   454   5555  (16)
Amortization of goodwill and other intangible assets  364   402   190   (9)

Total operating expenses
  10,843   11,700   12,663   (7)

Business unit performance before tax
  3,129   3,775   4,964   (17)

Business unit performance before tax and goodwill6
  3,493   4,177   5,154   (16)
                 
KPIs
                
Compensation ratio (%)7
  55   53   52     

Cost/income ratio (%)8
  77   75   71     
Cost/income ratio before goodwill (%)6, 8
  74   72   70     

Non-performing loans/gross loans outstanding (%)  1.6   2.6   2.8     
Impaired loans/gross loans outstanding (%)  3.2   5.4   5.6     
Average VaR (10-day 99%)  275   252   242   9 

                 
Additional information             % change from 
As at or for the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Deferred releases included in credit loss expense3
  (2)  38   36     
Regulatory equity allocated (average)  12,550   13,600   10,250   (8)
Fair value of employee stock options granted  5679             
Headcount (full-time equivalents)  15,964   15,562   15,262   3 

1 Formerly Corporate Finance.   2 Formerly Fixed Income and Foreign Exchange.   3 In management accounts, statistically derived actuarialadjusted expected credit loss adjusted by deferred releases rather than the net IFRS actual credit loss is reported infor the Business Groups (see Note 2 to the Financial Statements).  Deferred releases represent amortization of historical differences between actual credit losses and actuarial expected loss (for more information, please refer to pages 39 and 40 of the UBS Financial Report 2002).   4 Includes retention payments in respect of the PaineWebber acquisition. 2002: CHF 54 million, 2001: CHF 46 million, 2000: CHF 11 million   5 Excludes significant financial events: Personnel expenses, CHF 86 million, General and administrative expenses, CHF 13 million and Depreciation, CHF 7 million (all PaineWebber integration costs).   6 Excludes the amortization of goodwill and other intangible assets.   7 Personnel expenses/operating income before credit loss expense.   82 Operating expenses/operating income before credit loss expense.income.  93 Excludes interest and dividend income.  4 For informational purposes only. These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.



5856


Investment Banking & Securities

Business Unit Reporting

                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Investment Banking  1,703   1,915   2,541   (11)
Equities  4,894   5,625   6,422   (13)
Fixed Income, Rates and Currencies  7,600   6,560   6,624   16 
 
Income  14,197   14,100   15,587   1 
Adjusted expected credit loss1
  (139)  (128)  (112)  9 
 
Total operating income
  14,058   13,972   15,475   1 
 
Personnel expenses2
  7,308   7,784   8,258   (6)
General and administrative expenses  2,071   2,314   2,586   (11)
Depreciation  323   381   454   (15)
Amortization of goodwill and other intangible assets  278   364   402   (24)
 
Total operating expenses
  9,980   10,843   11,700   (8)
 
Business unit performance before tax
  4,078   3,129   3,775   30 
 
Performance Indicators
                
Compensation ratio (%)3
  51   55   53     
 
Cost / income ratio (%)4
  70   77   75     
 
Non-performing loans / gross loans (%)  0.9   1.6   2.6     
Impaired loans / gross loans (%)  2.2   3.2   5.4     
Average VaR (10-day 99%)  354   275   252   29 
 
                 
Additional information             % change from 
As at or for the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Deferral included in adjusted expected credit loss1
  (45)  (2)  38     
Regulatory equity allocated (average)  12,250   12,550   13,600   (2)
Fair value of employee stock options granted5
  390   567       (31)
Headcount (full-time equivalents)  15,500   15,964   15,562   (3)
 
1 In management accounts, adjusted expected credit loss rather than credit loss is reported for the Business Groups (see Note 2 to the Financial Statements).  2 Includes retention payments in respect of the PaineWebber acquisition. 2002: CHF 54 million, 2001: CHF 46 million. There were no retention payments in 2003.  3 Personnel expenses/income.  4 Operating expenses/income.  5 For informational purposes only. These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.



57


 

Review of Business Group Performance
Investment Bank



Components of Operating Income

The Corporate and Institutional Clients

Components of operating income

The Investment Banking & Securities unit generates operating income from:

gains and losses on market making, proprietary, and arbitrage positions.
 commissions on agency transactions and spreads or markups on principal transactions;As a result, Corporate and Institutional Clients’ operating income is affected by movements in market conditions, interest rate swings, the level of trading activity in primary and secondary markets and the extent of merger and acquisition activity. These and other factors have had, and may in the future have, a significant impact on results of operations from year to year.
 fees from debt and equity capital markets transactions, leveraged finance, and the structuring of derivatives and complex transactions;
 mergers and acquisitions and other advisory fees;
 interest income on principal transactions and from the loan portfolio; and

 gains and losses on market making, proprietary, and arbitrage positions.
As a result, operating income is affected by movements in market conditions, interest rate swings, the level of trading activity in primary and secondary markets and the extent of merger and acquisition activity. These and other factors have had, and may in the future have, a significant impact on results of operations from year to year.



 

2003

Performance indicators

In 2003, we performed strongly despite the difficult market environment at the start of the year. As the year progressed, and the overall environment improved, we were able to profit from market opportunities, capturing market share in most of our businesses.

     The cost / income ratio decreased to 70% in 2003 from 77% in 2002. The fall reflects a slight increase in revenues, driven by our Fixed Income, Rates and Currencies business, set against the drop in operating expenses, which reflected our disciplined cost control. Both revenues and expenses were affected by the weakening of major currencies, mainly the US dollar, against the Swiss franc. Goodwill amortization accounted for 2.0 percentage points of the 2003 cost / income ratio.

(BAR CHART)

Our compensation ratio in 2003 was 51%, down from 55% in 2002. The payout levels of annual performance-related payments are driven

(BAR CHART)

by the revenue mix across business areas and are managed in line with market levels.

     Market risk, as measured by average 10-day 99% confidence Value at Risk (VaR), increased to CHF 354 million in 2003 from CHF 275 million a year earlier, reflecting primarily the expanding activity level in the Fixed Income, Rates and Currencies business area.

(BAR CHART)

Total loans were CHF 55 billion on 31 December 2003, down 11% from CHF 62 billion a year earlier, mainly due to the drop in the US dol-



58


lar against the Swiss franc. Continued successful recovery efforts led the ratio of impaired loans to total loans to fall from 3.2% on 31 December 2002 to 2.2% at the end of 2003. The non-performing loans to total loans ratio declined from 1.6% to 0.9% in the same period.

(BAR CHART)

Results

Pre-tax profit was CHF 4,078 million in full-year 2003, up 30% from a year earlier. This result was achieved despite the weakening of the US dollar against the Swiss franc and reflects strong performances in all our businesses. In particular, the Fixed Income, Rates and Currencies business, gaining 16% from a year earlier, posted a record result, reflecting the breadth of our capabilities and our expanding franchise. At the same time, costs were tightly controlled. Both personnel expenses and general and administrative expenses fell because of currency fluctuations. Excluding the impact of currency movements, personnel expenses rose in 2003, reflecting improved revenues, while general and administrative expenses remained largely unchanged from the previous year’s level.

(BAR CHART)

Operating income

Full-year 2003 revenues were CHF 14,197 million, up 1% from CHF 14,100 million a year earlier. Investment Banking revenues, at CHF 1,703 million in 2003, dropped 11% from CHF 1,915 million a year earlier. Excluding the currency impact, revenues actually rose, reflecting our increased share of the investment banking fee pool. According toFreeman, we ranked fourth for investment banking fees in 2003 with a market share of 5.6%, up from seventh and a market share of 4.8% a year earlier. Equities revenues in full-year 2003 also reflected negative currency impacts, falling to CHF 4,894 million from CHF 5,625 million in 2002. Excluding currency fluctuations, equity results improved, reflecting strong performances in the equity finance, proprietary and primary businesses. In full-year 2003, the Fixed Income, Rates and Currencies business posted a record result. Revenues, at CHF 7,600 million in 2003, were up 16% from CHF 6,560 million a year earlier. Revenues increased in all businesses, but the gains were particularly strong in Fixed Income, Principal Finance, Mortgages and Foreign Exchange. The positive result was somewhat offset by negative revenues of CHF 678 million relating to Credit Default Swaps (CDS) hedging existing credit exposure in the loan book.

(BAR CHART)

Operating expenses

Total operating expenses dropped 8% to CHF 9,980 million in 2003, mainly reflecting the weakening of the US dollar against the Swiss franc, although our continued tight management of costs helped. Personnel expenses in 2003, at CHF 7,308 million, fell 6% from 2002. Exclud-



59


Review of Business Group Performance
Investment Bank



 

Significant financial events

PaineWebber integration costs were treated as a significant financial event in 2000, and are not reflected in adjusted business unit results on the previous page. The amounts involved wereing currency fluctuations, personnel expenses of CHF 86 million,rose, reflecting higher performance-related compensation, which increased along with revenues, and higher severance expenses. Full-year general and administrative expenses were CHF 2,071 million in 2003, down 11% from 2002’s CHF 2,314 million. Excluding the effect of currencies, expenses rose slightly, reflecting provisions for vacant space, higher professional fees in all businesses and an increase in administration expenses. Depreciation declined 15% to CHF 13323 million in 2003 from CHF 381 million in 2002. The decrease is mainly due to lower depreciation on workstations, servers and depreciationother equipment. Amortization of goodwill and other intangibles, at CHF 7 million.
278 million in 2003, fell 24% from CHF 364 million a year earlier, reflecting the full amortization of the goodwill of various businesses in 2003.

Headcount

     There were no significant financial events that affected thisHeadcount, at 15,500 on 31 December 2003, fell 3% from a year earlier. The drop reflects ongoing, regular reviews of our cost structure and staffing needs, taking into account productivity gains and the automation of services. That was partially offset by the acquisition of ABN AMRO’s prime brokerage business unitand continued investment in 2002 or 2001. The results in the discussion below exclude significant financial events.specific areas, including our US investment banking and Fixed Income, Rates and Currencies businesses.

2002
(BAR CHART)

Key performance indicators

2002

Performance indicators

Our performance in 2002 reflectsreflected the worldwide downturn in market conditions. However as a result of our strong client franchise and continuingcon-

tinuing efforts to manage costs, results have provenproved relatively resilient.

     We continue to maintain a tight focus onOur cost management in light of the current operating environment. Over the full year, the pre-goodwill cost// income ratio increased slightlyfrom 75% in 2001 to 74% from 72%77% in 2001.

(PREGOODWILL COST-INCOME RATIO)

2002. Goodwill amortization accounted for 2.6 percentage points of the cost / income ratio.

     Our compensation ratio in 2002 was 55%, a slight increase on the 53% recorded in 2001, reflecting the relatively strong performance of many of our businesses compared to competitors and to market conditions.

(COMPENSATION RATIO)

     Average Value at Risk (VaR) for Corporate and Institutional Clientsthe Investment Bank increased from CHF 252 million in 2001 to CHF 275 million in 2002, remaining within the normal ranges.

(AVERAGE VAR)

     Total loans increased by 2% from CHF 61 billion on 31 December 2001 to CHF 62 billion on 31 December 2002, due to an increase in short-term money market deposits, although this was partially offset by repayments from European multi-


59


Review of Business Group Performance
UBS Warburg

nationals,multinationals, reflecting the continued reduction of our non-core commercial lending activities, as well as the drop in the US dollar against the Swiss franc.

     Continued successful recovery efforts led the ratio of impaired loans to total loans to fall from 5.4% on 31 December 2001 to 3.2% at the end of 2002. The non-performing loans to total loans ratio declined from 2.6% to 1.6% over the same period.

(IMPAIRED LOANS-GROSS LOANS)Results

Results

UBS Warburg’s Corporate and Institutional ClientsThe business unit Investment Banking & Securities reported 2002 pre-tax profit of CHF 3,129 million, a decrease of 17% from 2001, reflecting difficult economic conditions, particularly for the investment banking and equities businesses. This was partially offset by the strong result of our fixed income, ratesFixed Income, Rates and currenciesCurrencies business. Over the full year,2002, overall expenses dropped by 7%, reflecting lower personnel expenses driven by a reduction in incentive compensation, as well as the success of our continued cost containment initiatives.

(PERFORMANCE BEFORE TAX)

Operating income

Full-year 2002 revenues of CHF 14,100 million were 10% lower than in 2001.

Investment Bankingrevenues for the full-year 2002 dropped by 25% from CHF 2,541 million to CHF 1,915 million in 2002, due to much lower corporate activity,activ-



60


ity, which translated into a 22% drop in the global fee pool compared to 2001.

Equitiesrevenues for the full-year 2002 were also lower than in 2001, down from CHF 6,422 million to CHF 5,625 million, reflecting falling indices worldwide and much lower market activity. Full-year 2002 primary revenues remained flat, because of market share gains in the US and in Asia, which compensated for the drop in overall market activity.
     Over the full year In full-year 2002, Fixed Income, Rates and Currencies revenues increased 2%decreased 1% to CHF 6,4906,560 million, primarily due to reductions in our Interest Rates and Foreign Exchange business lines and much lower revenues from our non-core businesses. This was nearly offset by the substantial growth in our Emerging Markets and Principal Finance businesses, offset by reductions in our Interest Rates and Foreign Exchange business lines.businesses. Revenues related to gains in credit default swaps economic hedging credit exposures in the loan book also positively impacted the result. Our foreign exchangeForeign Exchange business increased volumes and spreads compared to 2001.
Non-corerevenues in 2002, at CHF 70 million, were 74% lower than in 2001 reflecting our continued reduction of our non-core lending portfolio.

(INCOME BY BUSINESS AREA)

Operating expenses

Total operating expenses dropped by 7% from 2001 to CHF 10,843 million in 2002. The underlying decline in 2002 is even more marked than these figures would suggest as the 2002 results include a provision of CHF 90 million (USD 65 million) for the US equity research settlement and a CHF 72 million charge for the restructuring of

our Energy trading business. The significant


60


underlying reduction of 9% from last year’s2001’s expense levels reflectsreflected the continuing success of our cost containment initiatives accentuated by the drop of the US dollar against the Swiss franc.

In total, personnel expenses in 2002, at CHF 7,784 million, were CHF 474 million or 6% lower than 2001, mainly driven by a reduction in incentive compensation in line with lower revenues and the weaker US dollar.
Full-year 2002 general and administrative expenses were CHF 2,314 million in 2002, down 11% from 2001’s CHF 2,586 million, as cost savingcost-saving programs implemented during the course of 2002 helped to lower IT and other costs, particularly travel, advertising costs and professional fees.
In full-year 2002, depreciation declined to CHF 381 million from CHF 454 million a year earlier,in 2001, reflecting our cost control initiatives, which helped to lower charges for new computer workstations and other IT-related equipment. Amortization of goodwill and other intangibles fell 9% for the full-year 2002, reflecting the fact that various assets became fully amortized in 2002.

Headcount

Headcount, at 15,964 on 31 December 2002, increased by 402 or 3% from 31 December 2001, reflecting the expansion in our fixed income, ratesthe Fixed Income, Rates and currencyCurrencies area (which includes UBS Warburg Energy) as well as the transfer of the prime brokerage and Australian private clients businesses from UBS PaineWebber.Wealth Management USA.

(HEADCOUNT-FULLTIME EQUIVALENTS)

2001

Key performance indicators

Corporate and Institutional Clients measures its expense base primarily in terms of percentage of

revenues, looking at both personnel costs and non-personnel costs on this basis.

     The pre-goodwill cost/income ratio of 72% in 2001, was up slightly from 70% in 2000 as a result of the reduced revenues in difficult market conditions. The ratio of personnel costs to income was 53% in 2001, only a slight increase on the 52% recorded in 2000, comparing favorably with our peer group.
     Average VaR for Corporate and Institutional Clients increased only slightly from CHF 242 million in 2000 to CHF 252 million in 2001. In general, market risk exposures stayed within the normal ranges. There was, however, a short-term but significant increase in VaR in December 2001 resulting from sizeable client-driven equity transactions. The need for a temporary increase in limits was anticipated and pre-approved by the Group Executive Board. The trades were successfully executed and the risk reduced to normal levels.
     Total loans decreased by 18% from CHF 74 billion at 31 December 2000 to CHF 61 billion at 31 December 2001, due to a reduction in Japanese government exposures, and repayments from European multinationals, reflecting the continued reduction of our commercial lending risk profile.
     Continued successful recovery efforts led the ratio of impaired loans to total loans to fall from 5.6% at 31 December 2000 to 5.4% at the end of 2001. The non-performing loans to total loans ratio declined from 2.8% to 2.6% over the same period.

Results

We recorded a strong performance in 2001, relative to the much weaker markets this year. Pre-tax profit in 2001 was CHF 3,775 million, a decline of 24% over 2000, our best year ever. Equities and Investment Banking both suffered from the economic downturn and the consequent weakness in their global markets, while the Fixed Income, Rates and Currencies business delivered record results, driven by interest rate reductions and increased volatility, and supported by the expansion of businesses acquired from Paine-Webber. Investment Banking continued to outperform 2000 in terms of market share, with full-year analysis showing us with a 4.4% share of fees, compared to 3.6% in 2000.



61


Review of Business Group Performance
UBS Warburg

 

Operating income

Operating incomeReview of CHF 15,475 million in 2001 was 12% lower than in 2000.
Business Group Performance
Investment Banking
revenues were CHF 2,541 million in 2001, 6% lower than in 2000, as our improved share of fees in 2001 was more than offset by the general contraction experienced in corporate finance in 2001.
Equitiesrevenues for 2001 were also lower than in 2000, down 38% from CHF 10,300 million to CHF 6,422 million in 2001. This decline principally reflects reduced trading revenues, driven by the lack of mergers and acquisitions activity and increased volatility, together with a cautious approach to risk in difficult market conditions. Commission revenues have been broadly consistent with levels in 2000, reflecting the breadth and depth of our client franchise.
Fixed Income, Rates and Currenciesperformed very strongly in 2001, with revenues up 38% from 2000, at CHF 6,350 million. This reflects the effect of interest rate reductions, which led to increased issuance and higher volatility, and the inclusion of businesses taken over from PaineWebber.
Non-corerevenues in 2001 were 2% lower than in 2000, at CHF 274 million.
Bank

Operating expenses

Personnel expenses declined 10%, from CHF 9,223 million in 2000 to CHF 8,258 million in 2001, driven by reductions in incentive compensation in line with labor market conditions and full-year results.
     General and administrative expenses in 2001 were 4% lower than in 2000, at CHF 2,586 million, reflecting the impact of cost control measures put in place during 2001. (Fourth quarter 2001 general and administrative expenses were 27% lower than in fourth quarter 2000.)
     Depreciation fell 18% from 2000 to CHF 454 million in 2001, driven by reductions in IT expenditure as a result of cost control initiatives.
     Amortization of goodwill and other intangibles increased by CHF 212 million to CHF 402 million in 2001 mainly driven by additional goodwill amortization due to the acquisition of PaineWebber.

Headcount

Headcount at 31 December 2001 remained little changed, at 15,562 compared to 15,262 at the end of 2000. We did not engage in widespread headcount reductions that might have had a long-term detrimental impact on our client franchises, but upgraded staff quality in selected areas.



62


UBS Capital
Private Equity

 

Business Unit Reporting

                 
Business unit reporting               
                
CHF million, except where indicated             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Total operating income
  (1,602)  (872)  370   (84)

Personnel expenses  94   96   142   (2)
General and administrative expenses  64   64   47   0 
Depreciation  1   2   2   (50)
Amortization of goodwill and other intangible assets  0   0   2     

Total operating expenses
  159   162   193   (2)

Business unit performance before tax
  (1,761)  (1,034)  177   (70)

Business unit performance before tax and goodwill1
  (1,761)  (1,034)  179   (70)
                 
KPIs
                

Value creation (CHF billion)  (1.4)  (1.4)  0.6   0 

              % change from 
As at  31.12.02   31.12.01   31.12.00   31.12.01 

Investment (CHF billion)2
  3.1   5.0   5.5   (38)

                 
Additional information             % change from 
As at  31.12.02   31.12.01   31.12.00   31.12.01 

Portfolio fair value (CHF billion)  3.8   5.6   6.9   (32)
Regulatory equity allocated (average)  550   700   550   (21)
Fair value of employee stock options granted  153             
Headcount (full-time equivalents)  73   128   129   (43)

                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Total operating income
  (77)  (1,602)  (872)  95 
 
Personnel expenses  49   94   96   (48)
General and administrative expenses  59   64   64   (8)
Depreciation  4   1   2   300 
Amortization of goodwill and other intangible assets  0   0   0     
 
Total operating expenses
  112   159   162   (30)
 
Business unit performance before tax
  (189)  (1,761)  (1,034)  89 
 
 
Performance Indicators
Value creation (CHF billion)
  (0.3)  (1.4)  (1.4)  79 
 
                 
              % change from 
As at 31.12.03  31.12.02  31.12.01  31.12.02 
 
Investment (CHF billion)1
  2.3   3.1   5.0   (26)
 
 
Additional information
             % change from
As at  31.12.03   31.12.02   31.12.01   31.12.02 
 
Portfolio fair value (CHF billion)  2.9   3.8   5.6   (24)
Regulatory equity allocated (average)  450   550   700   (18)
Fair value of employee stock options granted2
  1   15       (93)
Headcount (full-time equivalents)  50   73   128   (32)
 
1 Excludes the amortization of goodwill and other intangible assets.   2 HistoricHistorical cost of investments made, less divestments and impairments.32 For informational purposes only. These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.

Components of Operating Income

UBS Capital’s primary source of operating income is capital gains from the disposal or sale of its investments, which are recorded at the time of ultimate divestment. As a result, appreciation in fair market value is recognized as operating income only at the time of sale. The level of annual operating income from UBS Capital is directlyaffected by the level of investment disposals that take place during the year. Similarly, depreciation in fair market value is only recognized against operating income if an investment becomes permanently impaired and has to be written down. Writedowns of the value of its investments can negatively affect UBS Capital’s operating income.


63


Review of Business Group Performance
UBS Warburg

 

Significant financial eventsComponents of operating income

There were no significant financial events

Private Equity’s primary source of operating income is capital gains from the disposal or sale of its investments, which are recorded at the time of ultimate divestment. As a result, appreciation in fair market value is recognized as operating income only at the time of sale. The level of annual operating income from Private Equity is directly

affected by the level of investment disposals that affected this business unittake place during the year. Similarly, depreciation in fair market value is only recognized against operating income if an investment becomes permanently impaired and has to be written down. Writedowns of the value of its investments can negatively affect operating income.



62


2003

Performance indicators

The level of our private equity investments was CHF 2.3 billion on 31 December 2003, a decline of 26% from CHF 3.1 billion on 31 December 2002 reflecting writedowns made on direct investments and third-party funds, as well as successful exits and currency fluctuations. Unfunded commitments fell by 29% to CHF 1.5 billion on 31 December 2003 from CHF 2.1 billion a year ago.

     The fair value of the portfolio on 31 December 2003 was CHF 2.9 billion, down from CHF 3.8 billion on 31 December 2002, reflecting divestments, value reductions on existing investments and currency fluctuations.

(BAR CHART)

     The level of net unrealized gains was CHF 0.6 billion on 31 December 2003, down from CHF 0.8 billion on 31 December 2002, partially reflecting successful divestments.

(BAR CHART)

Results

In full-year 2003, Private Equity posted a pre-tax loss of CHF 189 million – a marked improve-

ment on the pre-tax loss of CHF 1,761 million in 2002, 2001 or 2000.reflecting lower levels of writedowns and a number of successful exits. Writedowns in 2003 totaled CHF 353 million, compared to CHF 1.7 billion in 2002.

     Total operating income for 2003 was negative CHF 77 million, compared to negative CHF 1,602 million in 2002. The significant improvement in performance was primarily driven by a sharp fall in investment writedowns.
     Operating expenses were CHF 112 million in 2003, 30% lower than a year earlier. Personnel expenses in 2003 were CHF 49 million, down from CHF 94 million in 2002, reflecting the drop in headcount as well as lower incentive-based compensation. General and administrative expenses fell to CHF 59 million in 2003 from CHF 64 million in 2002 due to lower professional fees as well as the drop of the US dollar against the Swiss franc. This was partially offset by one-time costs for vacant premises.

2002
(BAR CHART)

Key performance indicators
Headcount

Headcount levels dropped to 50 employees on 31 December 2003, down from 73 on 31 December 2002, reflecting the reduction of our portfolio and the restructuring of some regional investment teams.

Change in disclosure from 2004

From first quarter 2004 onwards, we will no longer report Private Equity as a stand-alone business unit. Results from the private equity business will be reported as a separate revenue line in the income statement of the Investment Bank – just as we currently do for all the major business areas. We will continue to disclose



63


Review of Business Group Performance
Investment Bank



Private Equity’s performance indicators – portfolio size, fair value, and the value created.

2002

Performance indicators

The level of our private equity investments was CHF 3.1 billion on 31 December 2002, a decline of 38% from CHF 5.0 billion on 31 December 2001. This reduction reflectsreflected writedowns made on direct investments and third partythird-party funds, as well as successfullysuccessful executed exits. In full-year 2002, write-downswritedowns included in operating income totaled CHF 1.7 billion, up from CHF 1.1 billion a year earlier.

(INVESTMENT)

in 2001.

     The fair value of the portfolio on 31 December 2002 was CHF 3.8 billion, down from CHF 5.6 billion on 31 December 2001, reflecting divestments in the portfolio and value reductions for existing investments. The level of net unrealized gains was CHF 0.8 billion on 31 December 2002, up from CHF 0.6 billion on 31 December 2001.

(VALUE CREATION)

Results
Results

Full-year 2002 results for UBS Capital reflectour Private Equity business unit reflected continued tough economic conditions, impacting private equity valuations across a range of sectors, a factor that was compounded by the prolonged downturn suffered byin all major equity markets. The challenging economic environment has adversely affected many of the companies in the portfolio while the continued hostile climate for divestments has restricted capital gains from exit opportunities. Against this background, UBS Capitalour Private Equity business unit posted a pre-tax loss in 2002 of CHF 1,761 million, CHF 727 million worse than in 2001.

     Total operating income for 2002 was negative CHF 1,602 million, compared to negative CHF 872 million in 2001. Challenging economic conditions have led to deteriorating valuations in all markets and industries. The level of writedowns in the portfolio haswas therefore been high and there have beenwere few divestment opportunities to make significant divestments in 2002.
     Personnel expenses in 2002 were CHF 94 million, down from CHF 96 million in 2001. This reflectsreflected falling headcount and lower performance-related incentive payments. General and administrative expenses remained unchanged at CHF 64 million.

(PERFORMANCE BEFORE TAX)

2001

Full-year results for UBS Capital reflect the very challenging market in 2001, with few opportunities for divestments, and writedowns of several investments as a result of the problems caused for some of our investment companies by the deteriorating economic conditions. The pre-tax loss for 2001 was CHF 1,034 million, compared to a pre-tax profit of CHF 177 million in 2000.



64


 

Key performance indicators

UBS Capital’s private equity investments decreased to CHF 5.0 billion on 31 December 2001 from CHF 5.5 billion at the endReview of 2000, with the decline due to writedowns on the book value of investments, as well as a small number of divestments during the year, which more than offset drawdowns of previously committed investments and the low level of other new investments during the year.

     The fair value of the portfolio at the end of December 2001 was CHF 5.6 billion, down 19% from CHF 6.9 billion on 31 December 2000. The fair value included net unrealized gains of CHF 0.6 billion. Value reduction during 2001 was CHF 1.4 billion, compared to value creation of CHF 0.6 billion in 2000.
Business Group Performance
Wealth Management USA

Results

UBS Capital recorded an operating loss of CHF 872 million in 2001, compared to operating income of CHF 370 million in 2000. Challenging markets and the continued slowdown in corporate activity meant that there were few opportunities for significant divestments in 2001, while weak economic conditions led to deteriorating valuations across a range of industry sectors, resulting in a high level of writedowns of investments in the portfolio.

     Personnel expenses were CHF 96 million in 2001, down from CHF 142 million in 2000, reflecting lower incentive compensation which is driven by realized gains on divestments.
     General and administrative expenses were CHF 64 million, up from CHF 47 million in 2000, due principally to professional fees relating to our strategic review of the business.


65


Review of Business Group Performance
UBS PaineWebber

UBS PaineWebber

Wealth Management USA

(JOSEPH J GRANO JR)(PHOTO OF GRANO)
Joseph J. Grano, Jr.
Chairman, and CEO, UBS PaineWebber
Wealth Management USA

(MARK B SUTTON)(PHOTO OF SUTTON)
Mark B. Sutton
President and Chief Operating Officer
UBS PaineWebber
CEO, Wealth Management USA

UBS PaineWebber’sIn 2003, Wealth Management USA’s pre-tax loss adjusted for SFEs in 2002 was CHF 566 million, with the depreciation of the US dollar against the Swiss franc weighing on results. Excluding acquisition costs, operating pre-tax profit was CHF 6325 million compared to a pre-tax loss of CHF 6931,800 million in 2002, when the value of the PaineWebber brand was written down. Before acquisition costs, pre-tax profit increased 5% from a year earlier.


                 
Business Group reporting1               
                
CHF million, except where indicated             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Income  5,561   6,391   1,214   (13)
Credit loss expense2
  (13)  (18)  (3)  (28)

Total operating income
  5,548   6,373   1,211   (13)

Personnel expenses3
  4,245   5,019   1,098   (15)
General and administrative expenses  1,263   1,441   344   (12)
Depreciation  149   124   42   20 
Amortization of goodwill and other intangible assets  1,691   502   84   237 

Total operating expenses
  7,348   7,086   1,568   4 

Business Group performance before tax
  (1,800)  (713)  (357)  152 

Business Group performance before tax and goodwill4
  (109)  (211)  (273)  (48)
Business Group performance before tax and acquisition costs12
  632   693   (72)  (9)
KPIs
                
Invested assets (CHF billion)  584   769   765   (24)

Net new money (CHF billion)5
  18.5   33.2   14.56    
Interest and dividend income (CHF billion)7
  17.9   21.5       (17)

Cost/income ratio (%)8
  132   111   129     
Cost/income ratio before goodwill (%)4, 8
  102   103   122     

Recurring fees9
  2,199   2,366   434   (7)
Financial advisors (full-time equivalents)  8,857   8,718   8,731   2 

                 
Additional information             % change from 
As at  31.12.02   31.12.01   31.12.00   31.12.01 

Client assets (CHF billion)  650   841       (23)
Regulatory equity allocated (average)  7,450   8,550   9,200   (13)
Fair value of employee stock options granted  7310             
Headcount (full-time equivalents)  19,563   20,413   21,567   (4)


66 On the same basis, but in US dollars, the operating result rose 21%.


Business Group Reporting

                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Income  5,1901  5,561   6,391   (7)
Adjusted expected credit loss2
  (8)  (13)  (18)  (38)
 
Total operating income
  5,182   5,548   6,373   (7)
 
Personnel expenses3
  3,712   4,245   5,019   (13)
General and administrative expenses  988   1,263   1,441   (22)
Depreciation  151   149   124   1 
Amortization of goodwill and other intangible assets  336   1,6914  502   (80)
 
Total operating expenses
  5,187   7,348   7,086   (29)
 
Business Group performance before tax
  (5)  (1,800)  (713)  (100)
 
Acquisition costs
Net goodwill funding5
  231   390   468   (41)
Retention payments  263   351   436   (25)
Amortization of goodwill and other intangible assets  336   1,6914  502   (80)
 
Total acquisition costs
  830   2,4324  1,406   (66)
 
                 
Business Group reporting adjusted for Significant Financial Events
            
CHF million, except where indicated             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Income  5,561   6,391   1,214   (13)
Credit loss expense2
  (13)  (18)  (3)  (28)

Total operating income
  5,548   6,373   1,211   (13)

Personnel expenses3
  4,245   5,019   1,098   (15)
General and administrative expenses  1,263   1,441   344   (12)
Depreciation  149   124   42   20 
Amortization of goodwill and other intangible assets  45711  502   84   (9)

Total operating expenses
  6,114   7,086   1,568   (14)

Business Group performance before tax
  (566)  (713)  (357)  (21)

Business Group performance before tax and goodwill4
  (109)  (211)  (273)  (48)
Business Group performance before tax and
    acquisition costs12
  632   693   (72)  (9)
KPIs
           
Gross margin on invested assets (bps)13
  82   84   67   (2)
Gross margin on invested assets before acquisition costs (bps)12, 13
  88   90   71   (2)

Cost/income ratio (%)8
  110   111   129     
Cost/income ratio before goodwill (%)4, 8
  102   103   122     
Cost/income ratio before acquisition costs (%)8, 12
  89   90   105     

1 Business Groups results include PaineWebber from the dateIncludes gain on disposal of acquisition, 3 November 2000.Correspondent Services Corporation of CHF 161 million.  2 In management accounts, statistically derived actuarial expected loss adjusted by deferred releases rather than the net IFRS actual credit loss is reported in the Business Groups (see Note 2 to the Financial Statements).  3 Includes retention payments in respect of the PaineWebber acquisition.  2002: CHF 351 million, 2001: CHF 436 million, 2000: CHF 117 million.   4 Excludes the amortizationIncludes writedown of goodwill and other intangible assets.PaineWebber brand name of CHF 1,234 million.  5 Goodwill and intangible asset-related funding, net of risk-free return on the corresponding equity allocated.



65


Review of Business Group Performance
Wealth Management USA



Wealth Management USA (continued)

Performance Indicators

                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Invested assets (CHF billion)  634   584   769   9 
 
Net new money (CHF billion)1
  21.1   18.5   33.2     
Interest and dividend income (CHF billion)2
  15.8   17.9   21.5   (12)
Gross margin on invested assets (bps)3
  86   82   84   5 
 
Cost / income ratio (%)4
  100   132   111     
 
Recurring fees5
  1,927   2,199   2,366   (12)
Financial advisors (full-time equivalents)  7,766   8,857   8,718   (12)
 
                 
Additional information             % change from 
As at 31.12.03  31.12.02  31.12.01  31.12.02 
 
Client assets (CHF billion)  690   650   841   6 
Regulatory equity allocated (average)  5,700   7,450   8,550   (23)
Fair value of employee stock options granted 6
  62   73       (15)
Headcount (full-time equivalents)  18,016   19,563   20,413   (8)
 
1Excludes the interest and dividend income noted below.income.  6 Calculated using the former definition of assets under management.   72 For purposes of comparison with US peers.  83 Income/average invested assets.  4 Operating expenses/operating income before credit loss expense.income.  95 Asset-basedAsset based fees for portfolio management and fund distribution, account-based and advisory revenues including fees from mutual funds, wrap fee products and insurance products. Comparative amounts for 2001 and 2000 have been restated.fees.  106 For informational purposes only. These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.11 Excludes significant financial event: Writedown



Components of PaineWebber brand of CHF 1,234 million.   12 Acquisition costs include goodwill and intangible asset amortization and related funding, net of risk-free return on the corresponding equity allocated, and retention payments.   13 Income/average invested assets.

operating income

Components of Operating Income

UBS PaineWebber

Wealth Management USA principally derives its operating income from:

These fees are based on the market value of invested assets transaction-related activity. As a result, operating income is affected by such factors as fluctuations in invested assets, change in market conditions, investment performance and inflows and outflows of client funds, and investor activity levels.
 fees for financial planning and wealth management services
 fees for discretionary management services and
 transaction-related fees.

These fees are based on the market value of invested assets and the level of transaction-related activity. As a result, operating income is affected by such factors as fluctuations in invested assets, change in market conditions, investment performance and inflows and outflows of client funds, and investor activity levels.



6766


Review of Business Group Performance
UBS PaineWebber

2003

Performance indicators

Wealth Management USA had CHF 634 billion in invested assets on 31 December 2003, up 9% from CHF 584 billion on 31 December 2002. The increase was due to inflows of net new money and the effects of market appreciation. In US dollar terms, invested assets were 21% higher on 31 December 2003 than they were a year earlier.

(BAR CHART)

     We continue to report consistently strong inflows of net new money. In 2003, inflows were CHF 21.1 billion, 14% above the CHF 18.5 billion result reported for 2002. Including interest and dividends, net new money in 2003 was CHF 36.9 billion, up from CHF 36.4 billion in 2002.

(BAR CHART)

     The gross margin on invested assets was 86 basis points for full-year 2003, up from 82 basis points in 2002. The gain from the sale of the CSC business helped the margin by 3 basis points while goodwill funding lowered it by 4 basis points compared to a 6 basis point effect in 2002.

Significant financial events(BAR CHART)

     Excluding these effects, the gross margin fell 1 basis point year on year.

The pre-tax non-cashcost / income ratio dropped to 100% in 2003 from 132% in 2002, primarily reflecting the writedown of CHF 1,234 million for the value of the PaineWebber brand that was held as an intangible asset on our balance sheet was treated as a significant financial event in 2002, and is therefore notthe 3.2 percentage point positive impact of the gain from the sale of CSC in 2003. Excluding these effects and the impact of acquisition costs, the cost / income ratio decreased 2 percentage points, reflecting our continuous cost control as well as the excellent performance of our core private client business. Acquisition costs (net goodwill funding, retention payments, amortization of goodwill and other intangible assets) accounted for 15.3 percentage points of the 2003 cost / income ratio.

(BAR CHART)

     In 2003, recurring fees were CHF 1,927 million, down from CHF 2,199 million a year earlier, reflecting the weakening of the US dollar against the Swiss franc. Excluding the impact of currency fluctuations, recurring fees were up 1% in 2003 from 2002, mainly as a result of increased fees from mutual fund products as well as rising asset-based fees that reflected higher asset levels in managed account products. In addition, the gain was accentuated by higher recurring fees in the adjustedmunicipal securities business.



67


Review of Business Group results on the previous page.Performance
Wealth Management USA



(BAR CHART)

     The writedown followednumber of financial advisors decreased to 7,766 in 2003 from 8,857 a strategic decision announced in November 2002 to move all our businessesyear earlier due to the single UBS brand. The new brand structure will be implementedcurtailment of our training program and an increase in June 2003.

     There were no significantattrition rates among less experienced and less productive financial events that affected this Business Group in 2001 or 2000. The results inadvisors.

(BAR CHART)

Results

In the discussion below exclude significant financial events.

PaineWebber

UBS PaineWebber becameearly part of the year, political, economic and financial uncertainty adversely affected investor activity. Conditions, however, started to improve over the course of second quarter 2003 and continued to do so as the year progressed. The UBS followingIndex of Investor Optimism rose steadily in 2003, reaching its highest level in 21 months by December.

     Because our business is almost entirely conducted in US dollars, comparisons of 2003 and 2002 results are affected by the merger between UBS and Paine Webber Group, Inc., which was completed on 3 November 2000. Atdepreciation of the merger, it becameUS dollar versus the Swiss franc.
     In full-year 2003, Wealth Management USA reported a business unitpre-tax loss of UBS Warburg. On 1 January 2002, UBS PaineWebber becameCHF 5 million compared to a separate Business Group within UBS.
     The merger was accounted for using purchase accounting, soloss of CHF 1,800 million a year earlier. This change includes the results shown for UBS Paine-Webber for 2000 reflecteffects of write-down of the inclusionvalue of the PaineWebber businesses onlybrand in 2002 and the CSC disposal in 2003. After their exclusion and before acquisition costs, performance improved 5%.

     On this basis and in US dollar terms, performance in 2003 was 21% above that in 2002, reflecting higher recurring fee gains and improved transactional revenues. Client activity increased, with daily average trades rising 3% above their 2002 level. In addition, conditions in the municipal securities market remained extremely buoyant, with new issues hitting an all-time high in 2003. At the same time, we continued to benefit from cost-saving initiatives started when we became a part of UBS.

(BAR CHART)

Operating income

In 2003, total operating income was CHF 5,182 million compared to CHF 5,548 million in 2002. Before acquisition costs and excluding the sale of our CSC business, total operating income was 12% lower compared to a year earlier. Excluding the currency effect, operating income actually increased by 2% from 2002. This increase was due to higher recurring fees as well as higher transactional revenue, reflecting the improved market conditions. Further, revenues were accentuated by much stronger revenues from our municipal securities business.

Operating expenses

Total operating expenses decreased 29% to CHF 5,187 million in 2003 from CHF 7,348 million in 2002. Excluding acquisition costs and the write-down of the PaineWebber brand in 2002, the drop was 14%, mainly due to the weakening of the US dollar against the Swiss franc. Excluding currency effects, operating expenses were 1% lower, reflecting lower general and administrative expenses which were nearly offset by higher performance-related compensation. Personnel expenses dropped 13% from CHF 4,245 million in 2002 to CHF 3,712 million in 2003. Excluding



68


the effects of currency translation, personnel expenses were actually slightly higher than in 2002, reflecting higher performance-related compensation due to an increase in revenue partially offset by lower retention payments. General and administrative expenses fell 22% from CHF 1,263 million in 2002 to CHF 988 million in 2003. Excluding the impact of currency fluctuations, general and administrative expenses dropped 10% compared to 2002 due to the strict cost management discipline that we have exerted in the past three years. Operational provisions also fell as 2002 included the equity research settlement charge of CHF 21 million. The drop was further accentuated by the sale of the CSC business. Depreciation increased CHF 2 million to CHF 151 million in 2003 from CHF 149 million in 2002. Excluding currency movements, the increase in depreciation of 16% was due to higher charges for broker workstations purchased in 2003. Goodwill and other intangible amortization decreased from CHF 1,691 million in 2002 to CHF 336 million in 2003. This decrease was due to the period from 3 November 2000 until 31 December 2000. Results for 2001prior-year writedown of the Paine-Webber brand name, and 2002 reflectthe sale of CSC. Excluding the writedown and the sale of CSC, amortization charges dropped by 26% as a full-year’s contribution.result of the weakening US dollar against the Swiss franc.

Headcount

Wealth Management USA’s headcount decreased 8% during 2003 to 18,016, reflecting our continued cost management initiatives, curtailment of the trainee program and the sale of CSC. Non-financial advisor headcount was down by 456 or 4% compared to the end of 2002.

2002
(BAR CHART)

2002

Performance indicators

Key performance indicators

At the end of 2002, UBS PaineWebberWealth Management USA had CHF 584 billion in invested assets, compared to CHF 769 billion on 31 December 2001. This decline of 24% was partly due to the effect of the

(INVESTED ASSETS)

US dollar’s weakening against the Swiss franc. Excluding the impact of currency fluctuations, invested assets fell 8% during the year,full-year 2002, mainly due to US equity market declines, although that was partially offset by net new money inflows.

     Net new money in 2002 was CHF 18.5 billion, 44% below the CHF 33.2 billion result reported for 2001. The decline reflectsreflected weaker investor sentiment, as well as the closure of the Japanese domestic private client business, resulting in outflows of approximately CHF 1.6 billion.

(NET NEW MONEY)

     The gross margin on invested assets was 82 basis points for full-year 2002, down from 84 basis points in 2001. The gross margin on invested assets before acquisition costs (goodwill, net funding costs and retention payments) was 88 basis points, down from 90 basis points in 2001. Revenues declined more than invested assets due to lower customer activity levels. This was partially offset by higher revenues from our municipal securities business which had a record result in 2002. Goodwill funding lowered the 2002 margin by 6 basis points.
     The cost/cost / income ratio increased from 111% in 2001 to 132% in 2002, reflecting the writedown of the PaineWebber brand in 2002, which accounted for 22.2 percentage points of the ratio. Excluding the effect of the writedown and before acquisition costs, was 89% for full-year 2002, compared to 90% in 2001. The improvement in the cost/cost /  income ratio

(GROSS MARGIN ON INVESTED ASSETS)


68


is improved 1 percentage point from 2001 as a direct result of cost management initiatives implemented in 2002, among them reductions in non-financial advisor headcount, professional fees, advertising and office-related costs.

(COST-INCOME RATIO BEFORE ACQUISITION) Acquisition costs which include the writedown accounted for 42.9 percentage points of the 2002 cost / income ratio.

     In 2002, recurring fees were CHF 2,199 million compared to CHF 2,366 million a year earlierin 2001 because of the weakening of the US dollar against the Swiss franc. Excluding currency translation effects, recurring fees rose 2% in 2002 from a year earlier.2001. The increase iswas due to higher account-basedaccount based fees and higher recurring fees in the municipal securities business. These increases were



69


Review of Business Group Performance
Wealth Management USA



offset by lower asset-based fees, which fell in line with the decline in asset levels.

(RECURRING FEES)

     We continue to invest in our distribution channels and advisory personnel.     In 2002, the number of financial advisors rose by 139 from 8,718 to 8,857 with recruiting and retention success partially offset by higher attrition rates among less experienced and less productive financial advisors.

Results

In 2002, political, economic and financial uncertainty continued to adversely affect investor activity. The UBS Index of Investor Optimism dropped significantly during 2002, reached an all-timewith a low in October and only slightly recovered by the end of the year.October. Daily average client transaction volumes were 10% lower than in 2001.

     Because our business is almost entirely conducted in US dollars, comparisons of 2002 results to 2001 are affected by the depreciation of the US dollar versus the Swiss franc.
     Over the full year, UBS PaineWebberfull-year 2002, Wealth Management USA reported a pre-tax loss of CHF 5661,800 million in 2002 compared to a loss of CHF 713 million in 2001. PerformanceThe drop was mainly due to the writedown of the PaineWebber brand. Once this effect is excluded and before tax and acquisition costs, showed a profitperformance declined 9%, reflecting the depreciation of CHF 632 million inthe US dollar versus the Swiss franc.
     Due to strict cost management discipline, 2002 compared to CHF 693 million a year earlier. Excluding the effects of currency movements, 2002 performance before tax and acquisition costs was 3% higher than in 2001. Despite2001 on the same basis and in US dollar terms, offsetting a decline in transactional revenues and lower asset-based revenues following further market drops, strict cost management discipline enabled us to improve our full-year operating performance. Excludingdrops. The results for 2002 were also negatively impacted by the USD 15 million (CHF 21 million) equity research settlement charge, full-year results in USD terms would have improved by 6% over 2001. On a US dollar basis, performance was the third best ever for our US private clients business behind 1999 and 2000.charge.

(PERFORMANCE BEFORE TAX)


69


Review of Business Group Performance
UBS PaineWebber

Operating income

For full-year 2002, total operating income was CHF 5,548 million, compared to CHF 6,373 million in 2001. Excluding the effects of currency translation, operating income declined approximately 5% from 2001. This decline in operating income is attributable to lower asset-based fees, a drop in levels of customer activity, lower margin lending, the transfer of prime brokerage business to UBS Warburgthe Investment Bank and the closure of the Japanese domestic private client business. These declines were partially offset by increased revenues in the municipal securities business, which had a record year.business.

Operating expenses

Total operating expenses fell 14%increased 4% to CHF 6,1147,348 million in 2002 from CHF 7,086 million in 2001. Excluding the brand writedown and the effects of the weaker US dollar against the Swiss

franc, operating expenses declined 5% from 2001, reflecting lower performance-driven compensation and lower retention expenses. In addition, cost management initiatives implemented during the course of 2002, the transfer of the prime brokerage business to UBS Warburgthe Investment Bank and the closure of the Japanese domestic private client businesses helped to reduce overall expenses.

Personnel expenses dropped 15% from CHF 5,019 million in 2001 to CHF 4,245 million in 2002. Excluding the effects of currency translation, personnel expenses were 7% lower than 2001, reflecting lower performance-driven compensation due to a decline in revenues, a fall in non-financial advisor headcount, the transfer of the prime brokerage business to UBS Warburg,the Investment Bank, the closure of the Japanese domestic private client business and lower retention expenses.
General and administrative expenses fell 12% from CHF 1,441 million in 2001 to CHF 1,263 million in 2002. Excluding the impact of the falling US dollar against the Swiss franc, general and administrative expenses dropped by 4% compared to 2001 due to the cost management initiatives implemented during the course of 2002, reducing our professional fees, advertising, travel and other office-related costs. In addition, general and administrative expenses were reduced by the transfer of prime brokerage business to UBS Warburgthe Investment Bank and the closure of the Japanese private client businesses. This was partially offset by the equity research settlement charge of CHF 21 million.

Depreciation increased CHF 25 million to CHF 149 million in 2002 from CHF 124 million in 2001. Excluding currency movements, the increase in depreciation of 32% was due to higher technology equipment charges. Goodwill and other intangible amortization droppedincreased from CHF 502 million in 2001 to CHF 4571,691 million in 20022002. This increase was entirely due to the writedown of the PaineWebber brand name. Excluding the writedown, amortization charges would have dropped as a result of the weakening US dollar against the Swiss franc.

Headcount

UBS PaineWebber’sWealth Management USA’s headcount decreased 4% during the year2002 to 19,563, reflecting our continued cost management initiatives. Non-financial advisor headcount was down by 989 or 8% compared to end of 2001. Further, we closed our



70


Japanese domestic private client business and transferred the prime brokerage business to UBS Warburg.the Investment Bank. At the same time, we expanded our financial advisor headcount by 139, reflecting our continued aim to extend the reach of our business.

(HEADCOUNT)

2001

Comparisons of full-year 2001 results to full-year 2000 reflect the very different scale of this Business Group prior to the acquisition of Paine-Webber in November 2000.

Key performance indicators

At the end of 2001, UBS PaineWebber had CHF 769 billion of invested assets, compared to CHF 765 billion at 31 December 2000, a change of 1%, with negative market performance during the year nearly offset by strong net new money flows.
     Net new money for the year was CHF 33.2 billion, compared to CHF 14.5 billion in 2000, more than half of which was earned in the last quarter of 2000 after the integration of Paine-



7071


Webber. UBS PaineWebber’s ability to continue to generate high levels of net new money despite the uncertain markets in 2001 reflects the strength of its client franchise amongst high net worth individuals in the US.

     Gross margin on invested assets before acquisition costs (retention payments and goodwill amortization) increased to 90 basis points, from 71 basis points in 2000, reflecting the addition of PaineWebber. Gross margin in the pre-existing business for the nine months to 30 September 2000, before the addition of PaineWebber was 36 basis points. The gross margin fell slightly during 2001, reflecting the effect of uncertain markets on transaction volumes.
     The cost/income ratio before acquisition costs was 90% in 2001 compared to 105% in 2000. Until the addition of PaineWebber, the pre-existing business was loss making, reflecting the relatively early stage of its business development. Cost control has remained a strong focus during the year, with the cost/income ratio in fourth quarter 2001 the same as in fourth quarter 2000.
     Recurring fees were CHF 2,366 million in 2001. This metric was not tracked prior to the integration of PaineWebber in November 2000. During 2001, recurring fees declined 6% to CHF 566 million in fourth quarter 2001 compared to CHF 601 million in first quarter 2001, due to the effects of market depreciation on client assets -recurring fees are priced based on the asset level at the end of the prior quarter.
     At the end of December 2001, UBS PaineWebber had 8,718 financial advisors, a number virtually unchanged from the end of 2000. Although we continued to recruit and train new financial advisors in 2001, the difficult market conditions led to higher turnover amongst the least productive advisors.

Results

Pre-tax loss for 2001 was CHF 713 million. Excluding acquisition costs, UBS PaineWebber posted a profit of CHF 693 million, a strong result relative to our peers, achieved against a particularly poor market environment, with two successive years of market declines in the US for the first time since the late 1970s leading to much lower transaction volumes. In 2000, UBS PaineWebber incurred a loss of CHF 357 million — excluding acquisition costs the loss was CHF 72 million.

Operating income

Operating income for the year was CHF 6,373 million, compared to CHF 1,211 million in 2000. Revenues were resilient during 2001, declining just 12% from first quarter to fourth quarter, despite recession and market uncertainty in the US.

Operating expenses

Total operating expenses were CHF 7,086 million in 2001 compared to CHF 1,568 million in 2000.
     UBS PaineWebber implemented a numberReview of cost control initiatives in 2001, aimed at reducing discretionary expenditure and support costs, while protecting the business’s ability to serve its clients to the highest standards.
     Personnel expenses were CHF 5,019 million in 2001, compared to CHF 1,098 million in 2000, reflecting the completely different scale of the business. Expenses in 2001 included CHF 436 million of retention payments for key UBS PaineWebber staff, compared to CHF 117 million in 2000. Through 2001 personnel expenses reduced, from CHF 1,296 million in first quarter to CHF 1,200 million in fourth quarter, reflecting lower performance-related and variable compensation and a reduction of support headcount.
     General and administrative expenses were CHF 1,441 million in 2001, compared to CHF 344 million in 2000. Cost control efforts drove expenses down during 2001, with fourth quarter general and administrative expenses 3% lower than in first quarter.
     Depreciation expenses were CHF 124 million in 2001, compared to CHF 42 million in 2000, reflecting the addition of PaineWebber. Amortization of goodwill and other intangible assets increased from CHF 84 million to CHF 502 million, reflecting the amortization costs due to the PaineWebber acquisition.

Headcount

Headcount decreased 5% in 2001 from 21,567 at 31 December 2000 to 20,413 at 31 December 2001. We continued to monitor market conditions, but prudent cost control in previous years meant that we have not needed to make franchise-threatening cuts to our headcount. Financial advisor headcount is almost unchanged from 2000, but we continued to implement efficiency measures to help manage support head-count downwards.
Business Group Performance
Corporate Center


71


Review of Business Group Performance
Corporate Center

Corporate Center

                          
Business Group reporting   
   
Business Group Reporting   
CHF million, except where indicated % change from  % change from 
For the year ended  31.12.02  31.12.01 31.12.00 31.12.01  31.12.03 31.12.02 31.12.01 31.12.02 


Income  1,387  800 385 73   989 2,429 1 1,761  (59)
Credit loss recovery1
  249  236 1,161 6 
Credit loss (expense) / recovery 2
  162 247 233  (34)


Total operating income
  1,636  1,036 1,546 58   1,151 2,676 1,994  (57)


Personnel expenses  645  592 522 9   762 1,031 1,011  (26)
General and administrative expenses  601  537 754 12   445 733 723  (39)
Depreciation  473  372 320 27   473 513 428  (8)
Amortization of goodwill and other intangible assets  24  24 43 0   101 122 123  (17)


Total operating expenses
  1,743  1,525 1,639 14   1,781 2,399 2,285  (26)


Business Group performance before tax
  (107)  (489)  (93)  (78)  (630) 277  (291) 


Business Group performance before tax and goodwill2
  (83)  (465)  (50)  (82)
Private Banks & GAM
 
Performance before tax  208 384 3 198  (46)
Invested assets (CHF billion)  84 70 86 20 
Net new money (CHF billion) 4
  7.2 4.2 5.4 
 
Additional information % change from 
As at  31.12.02  31.12.01 31.12.00 31.12.01 

Regulatory equity allocated (average)  9,400  8,250 12,300 14 
Fair value of employee stock options granted  323 
Headcount (full-time equivalents)  1,185  1,132 986 5   1,672 1,702 1,908  (2)


 
Business Group reporting adjusted for Significant Financial Events
 
CHF million, except where indicated % change from 
For the year ended  31.12.02  31.12.01 31.12.00 31.12.01 

Income  1,3154 800 385 64 
Credit loss recovery1
  249  236 1,161 6 

Total operating income
  1,564  1,036 1,546 51 

Personnel expenses  645  592  4905 9 
General and administrative expenses  601  537  6045 12 
Depreciation  473  372 320 27 
Amortization of goodwill and other intangible assets  24  24 43 0 

Total operating expenses
  1,743  1,525 1,457 14 

Business Group performance before tax
  (179)  (489) 89  (63)

Business Group performance before tax and goodwill2
  (155)  (465) 132  (67)

                 
Additional information             % change from 
As at 31.12.03  31.12.02  31.12.01  31.12.02 
 
Regulatory equity allocated (average)  9,150  10,250   9,300   (11)
Fair value of employee stock options granted 5
  18  37       (51)
Total headcount (full-time equivalents)  2,878  2,887   3,040   0 
 
1Includes gain on disposal of Hyposwiss of CHF 155 million and gain on disposal of Klinik Hirslanden of CHF 72 million. 2In order to show the relevant Business Group performance over time, adjusted expected credit loss figures rather than the net IFRS actual credit loss expenses are reported for all Business Groups. The difference between the adjusted expected credit loss figures and the net IFRS actual credit loss expenses recorded at Group level is reported in the Corporate Center (see Note 2 to the Financial Statements).2 3Includes gain on disposal of Hyposwiss of CHF 155 million. 4Excludes the amortization of goodwillinterest and other intangible assets.   dividend income.3 5For informational purposes only. These pre-tax amounts have not been recorded in the Income statement. For details on the fair value calculation, refer to Note 32e to the Financial Statements.4 Excludes significant financial event: Income, CHF 72 million (Gain on disposal of Klinik Hirslanden).   5 Excludes significant financial events: Personnel expenses, CHF 32 million (PaineWebber integration costs); General and administrative expenses, CHF 150 million (Net additional provision relating to the US Global Settlement).



72


2003

Significant financial events

There were no significant financial events in Corporate Center in 2001.
     Significant financial events booked in Corporate Center in 2002 and 2000 were:
Operating income of CHF 72 million from the sale of Klinik Hirslanden in 2002.
Personnel expenses of CHF 32 million relating to the integration of PaineWebber into UBS in 2000.
General and administrative costs of CHF 150 million in 2000 in connection with the US Global Settlement of World War II-related claims.
     None of these events are reflected in the adjusted Business Group results in the table on the previous page. The results in the discussion below exclude significant financial events.

2002

Results

Corporate Center recorded a pre-tax loss of CHF 179630 million in full-year 2003, down from the CHF 277 million profit reported a year earlier.

Operating income

The credit loss expense or recovery booked in Corporate Center represents the difference between the expected loss-based amounts charged to the business units and the credit loss expense recognized in the Financial Statements. UBS recorded an credit loss expense of CHF 116 million in 2003, compared to a credit loss expense of CHF 206 million in 2002. In both periods, credit loss expense was lower than the sums charged to the business units, leading to a credit loss recovery of CHF 162 million in 2003 and CHF 247 million in 2002 in the Corporate Center.
     Total operating income dropped by 57% from CHF 2,676 million in 2002 to CHF 1,151 million in 2003. Excluding the divestment gains of CHF 227 million from Hyposwiss and Hirslanden in 2002, the drop was 53%. This was mainly due to a fall-off in income of Klinik Hirslanden, and lower gains from financial investments. It also reflected lower interest income from our treasury activities following a decrease in revenues from our invested equity as we continued to buy back shares and experienced low interest rates. The impact of falling interest rates was partially offset by the diversification of our invested equity into currencies other than Swiss francs which led to higher returns and increased currency hedging revenues. Results also reflected the CHF 85 million fall in credit loss recoveries.

Operating expenses

Total operating expenses fell to CHF 1,781 million in 2003, down from CHF 2,399 million a year earlier. Personnel expenses declined 26% from CHF 1,031 million in 2002 to CHF 762 million in 2003. The drop was due to the deconsolidation of Klinik Hirslanden, but was partially offset by higher expenses for performance-related compensation. In the same period, general and administrative expenses fell to CHF

445 million from CHF 733 million. This was mainly due to lower legal provisions, the disposal of Klinik Hirslanden and lower project-related expenses, partially offset by higher branding costs. Depreciation dropped from CHF 513 million in 2002 to CHF 473 million in 2003. The decrease is mainly due to the absence of depreciation expenses from Klinik Hirslanden and lower depreciation in the Private Banks & GAM unit. At CHF 101 million in 2003, amortization of goodwill and other intangibles dropped by 17% from CHF 122 million in 2002, reflecting the drop of the US dollar against the Swiss franc.

Headcount

Corporate Center headcount, excluding Private Banks & GAM, was 1,206 on 31 December 2003, an increase of 21 from the 1,185 on 31 December 2002. The increase was mainly due to the first-time consolidation of Hotel Widder as well as an increase in our human resources and risk functions. This was nearly offset by a decline in the number of trainees, a transfer of some employees to the Business Groups and lower headcount in the Chief Communication Officer area.

Private Banks & GAM

Invested assets in Private Banks & GAM totaled CHF 84 billion on 31 December 2003, up from CHF 70 billion on 31 December 2002, reflecting strong net new money inflows, and positive financial markets as well as the acquisition of Banque Notz Stucki S.A. by Ferrier Lullin & Cie S.A., which was completed in December 2003.
     Net new money was CHF 7.2 billion in 2003, up from CHF 4.2 billion in 2002, driven by excellent inflows into GAM.
     Pre-tax profit, at CHF 208 million in 2003, dropped by 9% from CHF 229 million a year earlier, mainly reflecting higher legal provisions, as well as restructuring costs related to the merger of Cantrade, Bank Ehinger and Armand von Ernst to form Ehinger & Armand von Ernst.

Headcount Private Banks & GAM

Headcount decreased by 30 to 1,672 on 31 December 2003 from 1,702 a year earlier, mainly due to the rationalization within the individual private banks. This was partially offset by the



73


Review of Business Group Performance
Corporate Center



acquisition of Banque Notz Stucki S.A. as well as an increase in headcount at GAM due to the growth of the business.

(BAR CHART)

2002

Results

Corporate Center recorded a pre-tax gain of CHF 277 million in 2002, compared to the pre-taxpretax loss of CHF 489291 million in 2001.

Operating income

UBS GroupWe recorded an actual credit loss of CHF 206 million in 2002 and CHF 498 million in 2001. The difference between the adjusted expected lossescredit loss charged to the business units and the actual credit loss expense recognized in the Group Financial Statements is booked as a credit loss expense or recovery in the Corporate Center. In 2002, the actual loss was lower than the overall adjusted credit loss expense charged to the business units, resulting in a credit loss recovery in Corporate Center of

CHF 249247 million, compared to a credit loss recovery of CHF 236233 million in 2001.

     Full-year 2002 total operating income increased by 51%34% from CHF 1,0361,994 million in 2001 to CHF 1,5642,676 million in 2002. This was primarily due to the divestment gains of Klinik Hirslanden and Hyposwiss, higher interest income at Group Treasury, gains from the sale of financial investments and an unrealized gain on derivatives used to economically hedge interest rate risk related to structured notes issued. These developments, however, were partially offset by writedownswrite-downs on financial investments.

Operating expenses

Total operating expenses were CHF 1,7432,399 million in 2002, 14%5% higher than in 2001.
Over the full year,full-year 2002, personnel expenses increased by 9%2% from CHF 5921,011 million in 2001 to CHF 6451,031 million in 2002, mainly reflecting higher expenses at Klinik Hirslanden, although that was partially offset by lower performance-related compensation.
General and administrative expenses for 2002, at CHF 601733 million, were CHF 6410 million higher than in 2001. This was mainly due to higher provisions for legal cases, advertising expenditures and higher expenses at Klinik Hirslanden.
At CHF 473513 million in 2002, depreciation increased by 27%20% compared to a year earlier.2001. This was mainly due to higher software depreciation, which was previously capitalized, as well as higher depreciation levels for Klinik Hirslanden.

Headcount

HeadcountCorporate Center headcount, excluding Private Banks & GAM, increased 5% during 2002 to 1,185 at 31 December 2002, reflecting hiringnew hires in Group Human Resources and Group Controller areas as well as transfers of staff from the Business Groups.

2001

Results

Corporate Center recorded a pre-tax loss of CHF 489 million in 2001, compared to a pre-tax profit of CHF 89 million in 2000, adjusted for significant financial events.

Operating income

The credit loss expense or recovery booked in Corporate Center represents the difference between the adjusted expected losses charged to the business units and the actual credit loss recognized in the Group income statement. UBS Group’s credit loss expense increased to CHF 498 million in 2001, compared to a recovery of CHF 130 million in 2000. For both 2000 and 2001, actual credit loss was less than the charge to the business units, resulting in a credit loss recovery in Corporate Center of CHF 236 million in 2001, compared to a recovery of CHF 1,161 million in 2000.



73


Review of Business Group Performance
Corporate Center

     Operating income decreased by CHF 510 million from 2000 to CHF 1,036 million in 2001, principally reflecting the swing in the credit loss results, offset by higher income from treasury activities.

Operating expenses

Total operating expenses were CHF 1,525 million in 2001, 5% higher than in 2000.
     In 2001 personnel expenses were CHF 592 million, an increase of 21% compared to 2000, driven by severance payments and the full-year cost of senior management and other additional personnel added through the PaineWebber merger.
     General and administrative expenses for 2001, at CHF 537 million, were CHF 67 million lower

than in 2000. This was due to lower corporate real estate costs and lower professional fees connected to the US Global Settlement of World War II-related claims, offset by higher IT costs and one-off charges relating to the bankruptcy of SAir Group.

Headcount

Headcount increased 15% during 2001 to 1,132 at 31 December 2001, driven by the transfer of International Mobility Program participants to Corporate Center headcount and the transfer of human resources staff from UBS Warburg. The International Mobility Program provides outstanding young employees of UBS with opportunities for work experience overseas.


74


75


(Background Graphic)

76


(UBS Group Financial Statements)

77


 

UBS Group Financial Statements
TablePrivate Banks & GAM

Invested assets were CHF 70 billion on 31 December 2002, down from CHF 86 billion a year earlier, reflecting the drop in equity markets in 2002.

     Net new money was CHF 4.2 billion in 2002, slightly down from CHF 5.4 billion a year earlier. The slight drop reflects the much more difficult market environment in 2002 compared to a year earlier.
     Pre-tax profit increased from CHF 198 million in 2001 to CHF 384 million in 2002. Excluding the divestment gains of ContentsCHF 155 mil-

lion of Hyposwiss and after goodwill, the increase was CHF 31 million or 16%. On the same basis, operating income was down CHF 73 million due to generally weaker income as a result of unfavorable market conditions. On the other hand, expenses were CHF 104 million lower as a result of rigid cost control. The decline in revenues and expenses includes the divestment of Hyposwiss (two months of business in 2002).

Headcount Private Banks & GAM

Headcount in Private Banks & GAM decreased by 206 during 2002 to 1,702 at 31 December 2002, mainly reflecting the sale of Hyposwiss.



75


 

Financial Statements
Table of Contents

     
Financial Statements 80
     
UBS Group Income Statement 80
UBS Group Balance Sheet 81
UBS Group Statement of Changes in Equity 82
UBS Group Statement of Cash Flows 84
     
Notes to the Financial Statements 86
     
1 Summary of Significant Accounting Policies 86
2a Segment Reporting by Business Group 96
2b Segment Reporting by Geographic Location 99
     
Income Statement 100
3 Net Interest and Trading Income 100
4 Net Fee and Commission Income 101
5 Other Income 101
6 Personnel Expenses 102
7 General and Administrative Expenses 102
8 Earnings per Share (EPS) and Shares Outstanding 103
     
Balance Sheet: Assets 104
9a Due from Banks and Loans 104
9b Allowances and Provisions for Credit Losses 105
9c Impaired Loans 105
9d Non-Performing Loans 106
10 Securities Borrowing, Securities Lending, Repurchase and Reverse Repurchase Agreements 107
11 Trading Portfolio 108
12 Financial Investments 109
13 Investments in Associates 110
14 Property and Equipment 111
15 Goodwill and Other Intangible Assets 111
16 Other Assets 113
     
Balance Sheet: Liabilities 114
17 Due to Banks and Customers 114
18 Debt Issued 114
19 Other Liabilities 120
20 Provisions 120
21 Income Taxes 120
22 Minority Interests 122
23 Derivative Instruments 122


7876


         
Off-Balance Sheet Information 127
24 Fiduciary Transactions 127
25 Commitments and Contingent Liabilities 127
26 Operating Lease Commitments 129
         
Additional Information 130
27 Pledged Assets 130
28 Litigation 130
29 Financial Instruments Risk Position 130
  a) Market Risk 131
    (a)(i) Overview 131
    (a)(ii) Interest Rate Risk 131
    (a)(iii) Currency Risk 133
    (a)(iv) Equity Risk 135
    (a)(v) Issuer Risk 135
  b) Credit Risk 135
  c) Liquidity Risk 138
  d) Capital Adequacy 139
30 Fair Value of Financial Instruments 141
31 Retirement Benefit Plans and Other Employee Benefits 143
32 Equity Participation Plans 147
  a) Equity Participation Plans Offered 147
  b) UBS Share Awards 148
  c) UBS Option Awards 149
  d) Compensation Expense 150
  e) Pro-Forma Net Income 150
33 Related Parties 151
34 Post-Balance Sheet Events 153
35 Significant Subsidiaries and Associates 153
36 Acquisition of Paine Webber Group, Inc. 157
37 Currency Translation Rates 157
38 Swiss Banking Law Requirements 157
39 Reconciliation to US GAAP 160
40 Additional Disclosures Required under
US GAAP and SEC Rules
 172
         
Report of the Group Auditors 177


79


UBS Group Financial Statements
Financial Statements


Financial Statements

UBS Group Income Statement

                     
CHF million, except per share data                 % change from 
For the year ended Note  31.12.02  31.12.01  31.12.00  31.12.01 

Operating income
                    
Interest income  3   39,963   52,277   51,745   (24)
Interest expense  3   (29,417)  (44,236)  (43,615)  (33)

Net interest income      10,546   8,041   8,130   31 
Credit loss (expense)/recovery      (206)  (498)  130   (59)

Net interest income after credit loss expense      10,340   7,543   8,260   37 

Net fee and commission income  4   18,221   20,211   16,703   (10)
Net trading income  3   5,572   8,802   9,953   (37)
Other income  5   (12)  558   1,486     

Total operating income      34,121   37,114   36,402   (8)

Operating expenses
                    
Personnel expenses  6   18,524   19,828   17,163   (7)
General and administrative expenses  7   7,072   7,631   6,765   (7)
Depreciation of property and equipment  14   1,521   1,614   1,608   (6)
Amortization of goodwill and other intangible assets  15   2,460   1,323   667   86 

Total operating expenses      29,577   30,396   26,203   (3)

Operating profit before tax and minority interests
      4,544   6,718   10,199   (32)

Tax expense  21   678   1,401   2,320   (52)

Net profit before minority interests
      3,866   5,317   7,879   (27)

Minority interests  22   (331)  (344)  (87)  (4)

Net profit
      3,535   4,973   7,792   (29)

Basic earnings per share (CHF)  8   2.92   3.93   6.44   (26)
Basic earnings per share before goodwill (CHF)1
  8   4.73   4.97   7.00   (5)
Diluted earnings per share (CHF)  8   2.87   3.78   6.35   (24)
Diluted earnings per share before goodwill (CHF)1
  8   4.65   4.81   6.89   (3)

1Excludes the amortization of goodwill and other intangible assets.


80


UBS Group Balance Sheet

                 
              % change from 
CHF million Note  31.12.02  31.12.01  31.12.01 

Assets
                
Cash and balances with central banks      4,271   20,990   (80)
Due from banks  9   32,468   27,526   18 
Cash collateral on securities borrowed  10   139,052   162,938   (15)
Reverse repurchase agreements  10   294,086   269,256   9 
Trading portfolio assets  11   371,436   397,886   (7)
Positive replacement values  23   82,092   73,447   12 
Loans  9   211,647   226,545   (7)
Financial investments  12   8,391   28,803   (71)
Accrued income and prepaid expenses      6,453   7,554   (15)
Investments in associates  13   705   697   1 
Property and equipment  14   7,869   8,695   (9)
Goodwill and other intangible assets  15   13,696   19,085   (28)
Other assets  16, 21   8,952   9,875   (9)

Total assets
      1,181,118   1,253,297   (6)

Total subordinated assets1
      3,652   2,732   34 

Liabilities
                
Due to banks  17   83,178   106,531   (22)
Cash collateral on securities lent  10   36,870   30,317   22 
Repurchase agreements  10   366,858   368,620   0 
Trading portfolio liabilities  11   106,453   105,798   1 
Negative replacement values  23   81,282   71,443   14 
Due to customers  17   306,876   333,781   (8)
Accrued expenses and deferred income      15,331   17,289   (11)
Debt issued  18   129,411   156,218   (17)
Other liabilities  19, 20, 21   12,339   15,658   (21)

Total liabilities
      1,138,598   1,205,655   (6)

Minority interests  22   3,529   4,112   (14)

Shareholders’ equity
                
Share capital      1,005   3,589   (72)
Share premium account      12,638   14,408   (12)
Net gains/(losses) not recognized in the income statement, net of tax      (159)  (193)  18 
Retained earnings      32,638   29,103   12 
Treasury shares      (7,131)  (3,377)  (111)

Total shareholders’ equity
      38,991   43,530   (10)

Total liabilities, minority interests and shareholders’ equity
      1,181,118   1,253,297   (6)

Total subordinated liabilities
      10,102   13,818   (27)

1The subordinated assets for 2001 have been restated to include the subordinated traded assets of CHF 2,325 million.


81


     Financial Statements

 

 

 

 

 

 

 

 

 

 

77


 

Financial Statements
Table of Contents



Financial Statements
Table of Contents

       
Report of the Group Auditors  81 
       
Financial Statements  82 
       
UBS Income Statement  82 
       
UBS Balance Sheet  83 
       
UBS Statement of Changes in Equity  84 
       
UBS Statement of Cash Flows  86 
       
Notes to the Financial Statements  88 
       
 Summary of Significant Accounting Policies  88 
 Segment Reporting by Business Group  100 
 Segment Reporting by Geographic Location  105 
       
Income Statement  106 
 Net Interest and Trading Income  106 
 Net Fee and Commission Income  107 
 Other Income  108 
 Personnel Expenses  108 
 General and Administrative Expenses  108 
 Earnings per Share (EPS) and Shares Outstanding  109 
       
Balance Sheet: Assets  110 
 Due from Banks and Loans  110 
 Allowances and Provisions for Credit Losses  111 
 Impaired Due from Banks and Loans  111 
 Non-Performing Due from Banks and Loans  112 
 Securities Borrowing, Securities Lending, Repurchase and Reverse Repurchase Agreements  113 
 Trading Portfolio  114 
 Financial Investments  115 
 Investments in Associates  118 
 Property and Equipment  118 
 Goodwill and Other Intangible Assets  119 
 Other Assets  120 
       
Balance Sheet: Liabilities  121 
 Due to Banks and Customers  121 
 Debt Issued  121 
 Other Liabilities  123 
 Provisions  123 
 Income Taxes  123 
 Minority Interests  125 
 Derivative Instruments  126 


 


           
Off-Balance Sheet Information  131 
24 Fiduciary Transactions  131 
25 Commitments and Contingent Liabilities  131 
26 Operating Lease Commitments  133 
           
Additional Information  134 
27 Pledged Assets  134 
28 Litigation  134 
29 Financial Instruments Risk Position  134 
  a) Market Risk  135 
    (a)(i) Overview  135 
    (a)(ii) Interest Rate Risk  135 
    (a)(iii) Currency Risk  137 
    (a)(iv) Equity Risk  139 
    (a)(v) Issuer Risk  139 
  b) Credit Risk  139 
  c) Liquidity Risk  142 
  d) Capital Adequacy  143 
30 Fair Value of Financial Instruments  145 
31 Pension and Other Post-Retirement Benefit Plans  147 
32 Equity Participation Plans  151 
  a) Equity Participation Plans Offered  151 
  b) UBS Share Awards  152 
  c) UBS Option Awards  153 
  d) Compensation Expense  154 
  e) Pro-Forma Net Income  154 
33 Related Parties  155 
34 Sales of Financial Assets in Securitizations  158 
35 Post–Balance Sheet Events  158 
36 Significant Subsidiaries and Associates  159 
37 Invested Assets and Net New Money  163 
38 Currency Translation Rates  163 
39 Swiss Banking Law Requirements  164 
40 Reconciliation to US GAAP 165 
41 Additional Disclosures Required under US GAAP and SEC Rules 178 


 


 

80


 

Financial Statements
Report of the Group Auditors



Report of the Group Auditors

 

(ERNST AND YOUNG LETTER)



81


 

Financial Statements



Financial Statements

 

UBS Income Statement

                     
CHF million, except per share data             % change from 
For the year ended Note  31.12.03  31.12.02  31.12.01  31.12.02 
 
Operating income
                    
Interest income  3   40,159   39,963   52,277   0 
Interest expense  3   (27,860)  (29,417)  (44,236)  (5)
 
Net interest income      12,299   10,546   8,041   17 
Credit loss (expense) / recovery      (116)  (206)  (498)  (44)
 
Net interest income after credit loss expense      12,183   10,340   7,543   18 
 
Net fee and commission income  4   17,345   18,221   20,211   (5)
Net trading income  3   3,883   5,572   8,802   (30)
Other income  5   561   (12)  558     
 
Total operating income      33,972   34,121   37,114   0 
 
Operating expenses
                    
Personnel expenses  6   17,231   18,524   19,828   (7)
General and administrative expenses  7   6,086   7,072   7,631   (14)
Depreciation of property and equipment  14   1,364   1,521   1,614   (10)
Amortization of goodwill and other intangible assets  15   943   2,460   1,323   (62)
 
Total operating expenses      25,624   29,577   30,396   (13)
 
Operating profit before tax and minority interests
      8,348   4,544   6,718   84 
 
Tax expense  21   1,618   678   1,401   139 
 
Net profit before minority interests
      6,730   3,866   5,317   74 
 
Minority interests  22   (345)  (331)  (344)  4 
 
Net profit
      6,385   3,535   4,973   81 
 
Basic earnings per share (CHF)  8   5.72   2.92   3.93   96 
Diluted earnings per share (CHF)  8   5.61   2.87   3.78   95 
 



82


 

UBS Balance Sheet

                 
          % change from 
CHF million Note  31.12.03  31.12.02  31.12.02 
 
Assets
                
Cash and balances with central banks      3,584   4,271   (16)
Due from banks  9   31,667   32,468   (2)
Cash collateral on securities borrowed  10   213,932   139,052   54 
Reverse repurchase agreements  10   320,587   294,086   9 
Trading portfolio assets  11   461,772   371,436   24 
Positive replacement values  23   84,334   82,092   3 
Loans  9   212,504   211,647   0 
Financial investments  12   5,139   8,391   (39)
Accrued income and prepaid expenses      6,218   6,453   (4)
Investments in associates  13   1,616   705   129 
Property and equipment  14   7,659   7,869   (3)
Goodwill and other intangible assets  15   11,529   13,696   (16)
Other assets  16,21   25,459   8,952   184 
 
Total assets
      1,386,000   1,181,118   17 
 
Total subordinated assets
      4,794   3,652   31 
 
Liabilities
                
Due to banks  17   127,153   83,178   53 
Cash collateral on securities lent  10   53,278   36,870   45 
Repurchase agreements  10   415,863   366,858   13 
Trading portfolio liabilities  11   143,957   106,453   35 
Negative replacement values  23   93,646   81,282   15 
Due to customers  17   347,358   306,876   13 
Accrued expenses and deferred income      13,673   15,331   (11)
Debt issued  18   120,237   129,411   (7)
Other liabilities  19,20,21   31,316   12,339   154 
 
Total liabilities
      1,346,481   1,138,598   18 
 
Minority interests  22   4,073   3,529   15 
 
Shareholders’ equity
                
Share capital      946   1,005   (6)
Share premium account      6,938   12,638   (45)
Net gains / (losses) not recognized in the income statement, net of tax      (983)  (159)  (518)
Retained earnings      36,725   32,638   13 
Treasury shares      (8,180)  (7,131)  (15)
 
Total shareholders’ equity
      35,446   38,991   (9)
 
Total liabilities, minority interests and shareholders’ equity
      1,386,000   1,181,118   17 
 
Total subordinated liabilities
      9,301   10,102   (8)
 



83


 

Financial Statements



 

 

 

 

 

 

 

 
1 On 16 July 2001, UBS made a distribution to shareholders of CHF 1.60 per share, paid in the form of a reduction in the par value of its shares, from CHF 10.00 to CHF 8.40. At the same time, UBS split its share 3 for 1, resulting in a new par value of CHF 2.80 per share. On 10 July 2002, UBS made a distribution of CHF 2.00 per share to shareholders which reduced the par value from CHF 2.80 to CHF 0.80.0.80 per share. A dividend of CHF 2.00 per share was paid out on 23 April 2003. There was no capital repayment by par value reduction in 2003.
 
2 Included are gains and losses from match-funding of net investments in foreign entities as follows: CHF 93 million net gain for 2003, CHF 849 million net gain for 2002 and CHF 43 million net loss for 2001.
 
3 Opening adjustments to reflect the adoption of IAS 39 (see Note 1: Summary of Significant Accounting Policies).
4Dividends declared per share were CHF 1.50 in 2000 and CHF 1.83 in 1999, both paid in the year 2000.

UBS Group Financial Statements
Financial Statements

UBS Group Statement of Changes in Equity

                     
CHF million              
For the year ended 31.12.02 31.12.01 31.12.00  31.12.03 31.12.02 31.12.01 


Issued and paid up share capital
  
Balance at the beginning of the year  3,589  4,444 4,309  1,005 3,589 4,444 
Issue of share capital  6  12 135  2 6 12 
Capital repayment by par value reduction1
  (2,509)  (683)   (2,509)  (683)
Cancellation of second trading line treasury shares (2000 Program)  (184)   (184)
Cancellation of second trading line treasury shares (2001 Program)  (81)   (81) 
Cancellation of second trading line treasury shares (2002 Program)  (61) 


Balance at the end of the year
  1,005  3,589 4,444  946 1,005 3,589 


Share premium
  
Balance at the beginning of the year  14,408  20,885 14,437  12,638 14,408 20,885 
Premium on shares issued and warrants exercised  157  80 139  92 157 80 
Net premium/(discount) on treasury share and own equity derivative activity  282   (239)  (391)
Share premium increase due to PaineWebber acquisition 4,198 
Borrow of own shares to be delivered 5,895 
Net premium / (discount) on treasury share and own equity derivative activity  (324) 282  (239)
Settlement of own shares to be delivered  (2,502)  (3,393)  (2,502)
Cancellation of second trading line treasury shares (2000 Program)  (3,816)   (3,816)
Cancellation of second trading line treasury shares (2001 Program)  (2,209)   (2,209) 
Cancellation of second trading line treasury shares (2002 Program)  (5,468) 


Balance at the end of the year
  12,638  14,408 20,885  6,938 12,638 14,408 


Net gains/(losses) not recognized in the income statement, net of taxes
Net gains / (losses) not recognized in the income statement, net of taxesNet gains / (losses) not recognized in the income statement, net of taxes
Foreign currency translation
  
Balance at the beginning of the year  (769)  (687)  (442)  (849)  (769)  (687)
Movements during the year2
  (80)  (82)  (245)  (795)  (80)  (82)


Subtotal — balance at the end of the year
  (849)  (769)  (687)
Subtotal – balance at the end of the year
  (1,644)  (849)  (769)


Net unrealized gains/(losses) on available for sale investments, net of taxes
Net unrealized gains / (losses) on available-for-sale investments, net of taxesNet unrealized gains / (losses) on available-for-sale investments, net of taxes
Balance at the beginning of the year  1,035  0  946 1,035 0 
Change in accounting policy 1,5773  1,5773
Net unrealized gains/(losses) on available for sale investments  (144)  (139) 
Net unrealized gains / (losses) on available-for-sale investments  (108)  (144)  (139)
Impairment charges reclassified to the income statement  635  47  285 635 47 
Gains reclassified to the income statement  (600)  (461)   (340)  (600)  (461)
Losses reclassified to the income statement  20  11  22 20 11 


Subtotal — balance at the end of the year
  946  1,035 
Subtotal – balance at the end of the year
 805 946 1,035 


Change in fair value of derivative instruments designated as cash flow hedges, net of taxesChange in fair value of derivative instruments designated as cash flow hedges, net of taxesChange in fair value of derivative instruments designated as cash flow hedges, net of taxes
Balance at the beginning of the year  (459) 0   (256)  (459) 0 
Change in accounting policy (380)3  (380)3
Net unrealized gains/(losses) on the revaluation of cash flow hedges  (11)  (316) 
Net (gains)/losses reclassified to the income statement  214  237 
Net unrealized gains / (losses) on the revaluation of cash flow hedges 116  (11)  (316)
Net (gains) / losses reclassified to the income statement  (4) 214 237 


Subtotal — balance at the end of the year
  (256)  (459) 
Subtotal – balance at the end of the year
  (144)  (256)  (459)


Balance at the end of the year
  (159)  (193)  (687)  (983)  (159)  (193)


Retained earnings
  
Balance at the beginning of the year  29,103  24,191 20,327  32,638 29,103 24,191 
Change in accounting policy (61)3  (61)3
Balance at the beginning of the year (restated)  29,103  24,130 20,327  32,638 29,103 24,130 
Net profit for the year  3,535  4,973 7,792  6,385 3,535 4,973 
Dividends paid1, 4
  (3,928)
Dividends paid 1
  (2,298) 


Balance at the end of the year
  32,638  29,103 24,191  36,725 32,638 29,103 


Treasury shares, at cost
  
Balance at the beginning of the year  (3,377)  (4,000)  (8,023)  (7,131)  (3,377)  (4,000)
Acquisitions  (8,313)  (13,506)  (16,330)  (8,424)  (8,313)  (13,506)
Disposals  2,269  10,129 20,353  1,846 2,269 10,129 
Cancellation of second trading line treasury shares (2000 Program) 4,000  4,000 
Cancellation of second trading line treasury shares (2001 Program)  2,290   2,290 
Cancellation of second trading line treasury shares (2002 Program) 5,529 


Balance at the end of the year
  (7,131)  (3,377)  (4,000)  (8,180)  (7,131)  (3,377)


Total shareholders’ equity
  38,991  43,530 44,833  35,446 38,991 43,530 




8284


 

UBS Group Statement of Changes in Equity (continued)

Shares issued

               
 Number of shares % change from                 
 
 
  Number of shares % change from 
For the year ended  31.12.02  31.12.01 31.12.00 31.12.01  31.12.03 31.12.02 31.12.01 31.12.02 


Balance at the beginning of the year  1,281,717,499  1,333,139,187 1,292,679,486  (4) 1,256,297,678 1,281,717,499 1,333,139,187  (2)
Issue of share capital  3,398,869  3,843,661 4,459,701  (12) 2,719,166 3,398,869 3,843,661  (20)
Issue of share capital due to PaineWebber acquisition 36,000,000 
Cancellation of second trading line treasury shares (2000 Program)  (55,265,349)   (55,265,349) 
Cancellation of second trading line treasury shares (2001 Program)  (28,818,690)   (28,818,690) 
Cancellation of second trading line treasury shares (2002 Program)  (75,970,080) 


Balance at the end of the year
  1,256,297,678  1,281,717,499 1,333,139,187  (2) 1,183,046,764 1,256,297,678 1,281,717,499  (6)


Treasury shares

               
 Number of shares % change from                 
 
 
  Number of shares % change from 
For the year ended  31.12.02  31.12.01 31.12.00 31.12.01  31.12.03 31.12.02 31.12.01 31.12.02 


Balance at the beginning of the year  41,254,951  55,265,349 110,621,142  (25) 97,181,094 41,254,951 55,265,349 136 
Acquisitions  110,710,741  162,818,045 257,121,4771  (32) 116,080,976 110,710,741 162,818,045 5 
Disposals  (25,965,908)  (121,563,094) (312,477,270)1  (79)  (25,931,298)  (25,965,908)  (121,563,094) 0 
Cancellation of second trading line treasury shares (2000 Program)  (55,265,349)   (55,265,349) 
Cancellation of second trading line treasury shares (2001 Program)  (28,818,690)   (28,818,690) 
Cancellation of second trading line treasury shares (2002 Program)  (75,970,080) 


Balance at the end of the year
  97,181,094  41,254,951 55,265,349 136  111,360,692 97,181,094 41,254,951 15 




1 Number of shares in 2000 has been adjusted.

During the year a total of 28,818,69075,970,080 shares acquired under the second trading line buyback program 20012002 were cancelled. At 31 December 2002,2003, a maximum of 9,590,9186,871,752 shares can be issued against the exercise of options from former PaineWebber employee option plans. These shares are shown as conditional share capital in the UBS AG (Parent Bank) disclosure. Out of the total number of 97,181,094111,360,692 treasury

shares, 74,035,08056,707,000 shares (CHF 5,4164,266 million) were acquired under the second trading line buyback program 20022003 and are earmarked for cancellation. The Board of Directors will propose to the Annual General Meeting on 1615 April 20032004 to reduce the issuedoutstanding number of shares and the share capital by the number of shares purchased for cancellation. All issued shares are fully paid.



8385


 

UBS Group Financial Statements
Financial Statements



 

UBS Group Statement of Cash Flows

                    
CHF millionCHF million              
For the year endedFor the year ended 31.12.02 31.12.01 31.12.00  31.12.03 31.12.02 31.12.01 


Cash flow from/(used in) operating activities
 
Cash flow from / (used in) operating activities
 
Net profitNet profit  3,535  4,973 7,792  6,385 3,535 4,973 
Adjustments to reconcile net profit to cash flow from/(used in) operating activities
 
Adjustments to reconcile net profit to cash flow from / (used in) operating activities
 
Non-cash items included in net profit and other adjustments:Non-cash items included in net profit and other adjustments:  
Depreciation of property and equipment  1,521  1,614 1,608 
Amortization of goodwill and other intangible assets  2,460  1,323 667 
Credit loss expense/(recovery)  206  498  (130)
Equity in income of associates  (7)  (72)  (58)
Deferred tax expense/(benefit)  (509) 292 544 
Net loss/(gain) from investing activities  986  513  (730)
Net (increase)/decrease in operating assets: 
Net due from/to banks  (22,382) 27,306  (915)
Reverse repurchase agreements and cash collateral on securities borrowed  (944)  (60,536)  (81,054)
Trading portfolio and net replacement values  21,967   (78,456) 11,553 
Loans/due to customers  (11,537) 42,813 12,381 
Accrued income, prepaid expenses and other assets  2,875   (424) 6,923 
Net increase/(decrease) in operating liabilities: 
Repurchase agreements, cash collateral on securities lent  4,791  80,006 50,762 
Accrued expenses and other liabilities  (4,754)  (5,235) 3,313 
Depreciation of property and equipment 1,364 1,521 1,614 
Amortization of goodwill and other intangible assets 943 2,460 1,323 
Credit loss expense / (recovery) 116 206 498 
Equity in income of associates  (123)  (7)  (72)
Deferred tax expense / (benefit) 514  (509) 292 
Net loss / (gain) from investing activities  (63) 986 513 
Net (increase) / decrease in operating assets: 
Net due from / to banks 42,921  (22,382) 27,306 
Reverse repurchase agreements and cash collateral on securities borrowed  (101,381)  (944)  (60,536)
Trading portfolio and net replacement values  (52,264) 21,967  (78,456)
Loans / due to customers 38,594  (11,537) 42,813 
Accrued income, prepaid expenses and other assets  (16,100) 2,875  (424)
Net increase / (decrease) in operating liabilities: 
Repurchase agreements and cash collateral on securities lent 65,413 4,791 80,006 
Accrued expenses and other liabilities 18,188  (4,754)  (5,235)
Income taxes paidIncome taxes paid  (572)  (1,742)  (959)  (1,104)  (572)  (1,742)


Net cash flow from/(used in) operating activities
  (2,364) 12,873 11,697 
Net cash flow from / (used in) operating activities
 3,403  (2,364) 12,873 


Cash flow from/(used in) investing activities
 
Cash flow from / (used in) investing activities
 
Investments in subsidiaries and associatesInvestments in subsidiaries and associates  (60)  (467)  (9,729)  (428)  (60)  (467)
Disposal of subsidiaries and associatesDisposal of subsidiaries and associates  984  95 669  834 984 95 
Purchase of property and equipmentPurchase of property and equipment  (1,763)  (2,021)  (1,640)  (1,376)  (1,763)  (2,021)
Disposal of property and equipmentDisposal of property and equipment  67  380 335  123 67 380 
Net (investment in)/divestment of financial investments  2,153   (5,770)  (8,770)
Net (investment in) / divestment of financial investments 2,317 2,153  (5,770)


Net cash flow from/(used in) investing activities
  1,381   (7,783)  (19,135)
Net cash flow from / (used in) investing activities
 1,470 1,381  (7,783)


Cash flow from/(used in) financing activities
 
Net money market paper issued/(repaid)  (26,206) 24,226 10,125 
Net movements in treasury shares and own equity derivative activity  (5,605)  (6,038)  (647)
Cash flow from / (used in) financing activities
 
Net money market paper issued / (repaid)  (14,737)  (26,206) 24,226 
Net movements in treasury shares and treasury share contract activity  (6,810)  (5,605)  (6,038)
Capital issuanceCapital issuance  6  12 15  2 6 12 
Capital repayment by par value reductionCapital repayment by par value reduction  (2,509)  (683)  0  (2,509)  (683)
Dividends paidDividends paid  (3,928)   (2,298) 
Issuance of long-term debtIssuance of long-term debt  17,132  18,233 14,884  23,644 17,132 18,233 
Repayment of long-term debtRepayment of long-term debt  (14,911)  (18,477)  (24,640)  (13,615)  (14,911)  (18,477)
Increase in minority interests  0  1,291 2,683 
Dividend payments to/and purchase from minority interests  (377)  (461)  (73)
Increase in minority interests1
 755 0 1,291 
Dividend payments to / and purchase from minority interests  (278)  (377)  (461)


Net cash flow from/(used in) financing activities
  (32,470) 18,103  (1,581)
Net cash flow from / (used in) financing activities
  (13,337)  (32,470) 18,103 
Effects of exchange rate differencesEffects of exchange rate differences  (462)  (304) 112   (524)  (462)  (304)


Net increase/(decrease) in cash equivalents
  (33,915) 22,889  (8,907)
Net increase / (decrease) in cash and cash equivalents
  (8,988)  (33,915) 22,889 
Cash and cash equivalents, beginning of the yearCash and cash equivalents, beginning of the year  116,259  93,370 102,277  82,344 116,259 93,370 


Cash and cash equivalents, end of the year
Cash and cash equivalents, end of the year
  82,344  116,259 93,370  73,356 82,344 116,259 


Cash and cash equivalents comprise:
Cash and cash equivalents comprise:
  
Cash and balances with central banksCash and balances with central banks  4,271  20,990 2,979  3,584 4,271 20,990 
Money market paper1
  46,183  69,938 66,454 
Money market paper2
 40,599 46,183 69,938 
Due from banks maturing in less than three monthsDue from banks maturing in less than three months  31,890  25,331 23,937  29,173 31,890 25,331 


Total
Total
  82,344  116,259 93,370  73,356 82,344 116,259 


1 Includes issuance of trust preferred securities of CHF 372 million for the year ended 31 December 2003 and CHF 1,291 million for the year ended 31 December 2001.  2 Money market paper is included in the Balance sheet under Trading portfolio assets and Financial investments. CHF 10,4756,208 million, CHF 29,89510,475 million and CHF 28,39529,895 million were pledged at 31 December 2003, 31 December 2002 and 31 December 2001, and 31 December 2000, respectively.



8486


 

UBS Group Statement of Cash Flows (continued)

Significant non-cash investing and financing activities

                      
Significant non-cash investing and financing activities       
CHF millionCHF million              
For the year endedFor the year ended 31.12.02 31.12.01 31.12.00  31.12.03 31.12.02 31.12.01 


Paine Webber Group, Inc. acquisition 
Hyposwiss, Zurich, deconsolidation 
Financial investments 0 53 0 
Property and equipment 0 18 0 
Debt issued 0 63 0 
Hirslanden Holding AG, Zurich, deconsolidation 
Financial investments 0 3 0 
Property and equipment 0 718 0 
Goodwill and other intangible assets 0 15 0 
Consolidation of special purpose entities 
Debt issued 0 2,322 0 
Provisions for reinstatement costs 
Property and equipment 137 0 0 
Value of shares issued (121,741,710 shares issued)  0  0 10,246 
Value of options issued (18,975,810 options issued)  0  0 992 
Solothurner Bank SOBA, Solothurn, deconsolidation 
Investments in associates  0  0 1 
Property and equipment  0  0 77 
Debt issued  0  0 493 
Hyposwiss, Zurich, deconsolidation 
Financial investments  53  0 0 
Property and equipment  18  0 0 
Debt issued  63  0 0 
Hirslanden Holding AG, Zurich, deconsolidation 
Financial investments  3  0 0 
Property and equipment  718  0 0 
Goodwill and other intangible assets  15  0 0 
Consolidation of special purpose entities 
Debt issued  2,322  0 0 



8587


 

UBS Group Financial Statements
Notes to the Financial Statements



Notes to the Financial Statements

 

Note 1 Summary of Significant Accounting Policies



 

a) Basis of accounting

UBS AG and subsidiaries (“UBS” or the “Group”) provide a broad range of financial services including advisory services, underwriting, financing, market making, asset management, brokerage, and retail banking on a global level. The Group was formed on 29 June 1998 when Swiss Bank Corporation and Union Bank of Switzerland merged. The merger was accounted for using the uniting of interests method of accounting.
     The consolidated financial statements of the GroupUBS (the “Financial Statements”) are prepared in accordance with International Financial Reporting Standards (“IFRS”) and stated in Swiss francs (CHF), the currency of the country in which UBS AG is incorporated. On 114 February 20032004 the Board of Directors approved them for issue.

b) Use of estimates in the preparation of Financial Statements

In preparing the Financial Statements, management is required to make estimates and assumptions that affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates. Actual results in the future could differ from such estimates and the differences may be material to the Financial Statements.

c) Consolidation

The Financial Statements comprise those of the parent company (UBS AG), its subsidiaries and certain special purposespecial-purpose entities, presented as a single economic entity. The effects of intra-group transactions are eliminated in preparing the Financial Statements. Subsidiaries and special purposespecial-purpose entities which are directly or indirectly controlled by the Group are consolidated. Subsidiaries acquired are consolidated from the

date control is transferred to the Group. Subsidiaries to be divested are consolidated up to the date of disposal. Temporarily controlled entities that are acquired

and held with a view to their subsequent disposal, are recorded as Financial investments.

     Assets held in an agency or fiduciary capacity are not assets of the Group and are not reported in the Financial Statements.
     Equity and net income attributable to minority interests are shown separately in the Balance sheet and Income statement, respectively.
     Investments in associates in which the GroupUBS has a significant influence are accounted for under the equity method of accounting. Significant influence is normally evidenced when UBS owns 20% or more of a company’s voting rights. Investments in associates are initially recorded at cost and the carrying amount is increased or decreased to recognize the Group’s share of the investee’s profits or losses after the date of acquisition. Investments in associates for which significant influence is intended to be temporary because the investments are acquired and held exclusively with a view to their subsequent disposal, are recorded as Financial investments.
     The Group sponsors the formation of companies, which may or may not be directly or indirectly owned subsidiaries, for the purpose of asset securitization transactions and structured debt issuance, and to accomplish certain narrow and well defined objectives. These companies may acquire assets directly or indirectly from UBS or its affiliates. Some of these companies are bankruptcy-remote entities whose assets are not available to satisfy the claims of creditors of the Group or any of its subsidiaries. Such companies are consolidated in the Group’s Financial Statements when the substance of the relationship between the Group and the company indicates that the company is controlled by the Group. Certain transactions of consolidated enti-


86


tiesentities meet the criteria for derecognition of financial assets. Derecognition of a financial asset takes place when the Group loses control of the contractual rights that comprise the financial asset.asset, which is normally the case when the asset is sold, or all the cash flows attributable to



88


the asset are passed through to an independent third party. These transactions do not affect the consolidation status of an entity.

d) Foreign currency translation

Foreign currency transactions are recorded at the rate of exchange on the date of the transaction. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are reported using the closing exchange rate. Exchange differences arising on the settlement of transactions at rates different from those at the date of the transaction, and unrealized foreign exchange differences on unsettled foreign currency monetary assets and liabilities, are recognized in the income statement.
     ExchangeUnrealized exchange differences on non-monetary financial assets (investments in equity instruments) are a component of the change in their entire fair value. Depending on the classification ofFor a non-monetary financial asset classified as held for trading, unrealized exchange differences are either recognized in the income statement (applicable for example for equity securities held for trading), or within Shareholder’s equity ifstatement. For non-monetary financial assetsFinancial investments, which are classified as available-for-sale, financial investments.unrealized exchange differences are recorded directly in Shareholder’s equity until the asset is sold.
     When preparing consolidated financial statements, assets and liabilities of foreign entities are translated at the exchange rates at the balance sheet date, while income and expense items are translated at weighted average rates for the period. Differences resulting from the use of closing and weighted average exchange rates and from revaluing a foreign entity’s opening net asset balance at closing rate are recognized directly in Foreign currency translation within Shareholders’ equity.

e) Business and geographical segmentsSegment reporting

The GroupUBS is organized on a worldwide basis into four Business Groups and the Corporate Center. This organizational structure is the basis upon which the Group reports its primary segment information.
     Segment income, segment expenses and segment performance include transfers between business segments and between geographicalgeographic segments. Such transfers are accounted forconducted at prices in line with charges to unaffiliated customers for similar services.arm’s length.

f) Cash and cash equivalents

Cash and cash equivalents consist of Cash and balances with central banks, balances included in Due from banks that mature in less than three months, and Money market paper included in Trading portfolio assets and Financial investments.

g) Fee income

Brokerage feesUBS earns fee income from a diverse range of services it provides to its customers. Fee income can be divided into two broad categories: income earned from executing securities transactionsservices that are recordedprovided over a certain period of time, for which customers are generally billed on an annual or semi-annual basis, and income earned from providing transaction-type services. Fees earned from services that are provided over a certain period of time are recognized ratably over the service period. Fees earned from providing transaction-type services are recognized when the service has been provided. Portfoliocompleted. Fees or components of fees that are performance linked are recognized when the performance criteria are fulfilled.
     The following fee income is predominantly earned from services that are provided over a period of time: investment fund fees, fiduciary fees, custodian fees, portfolio and other management and advisory fees, insurance-related fees, credit-related fees and other service fees are recognized based on the terms of the applicable service contracts. Asset management fees related to investment funds are recognized ratably over the period the service is provided. The same principle is applied for fees earned for wealth management, financial planning and custody services that are continuously provided over an extended period of time. Transaction-related feescommission income. Fees predominantly earned from mergerproviding transaction type services include underwriting fees, corporate finance fees, and acquisition and other advisory services, securities underwriting, fund raising, and from other investment banking and similar services that have a non-recurring character, are recognized at the time the service has been completed.brokerage fees.

h) Securities borrowing and lending

Securities borrowedborrowing and securities lentlending transactions are generally entered into on a collateralized basis, with securities predominantly advanced or received as collateral. Transfer of the securities themselves, whether in a borrowing / lending transaction or as collateral, is not reflected on the balance sheet unless the risks and rewards of ownership are also transferred. If cash collateral is advanced or received, securities borrowing and lending activities are recorded at the amount of cash collateral advanced (Cash collateral on securities borrowed) or received plus accrued interest.(Cash collateral on securities lent).
     Securities borrowed and securities received as collateral under securities lending transactions are not recognized in the balance sheet unless control of the contractual rights that comprise these securities received is gained. Securities lent and securities provided as collateral under securities borrowing transactions are not derecognized from the balance sheet unless control of the contractual rights that comprise these securities transferred is relinquished. The GroupUBS monitors the market value of the securities borrowed and lent on a daily basis and provides or requests additional collateral in accordance with the underlying agreements.
     Fees and interest received or paid are recognized on an accrual basis and recorded as interest income or interest expense, on an accrual basis.expense.

i) Repurchase and reverse repurchase transactions

Securities purchased under agreements to resell (reverse repurchase agreements) and securities


87


UBS Group Financial Statements
Notes to the Financial Statements


sold under agreements to repurchase (repurchase agreements) are generally treated as collateralizedcollateral-



89


Financial Statements
Notes to the Financial Statements



ized financing transactions and are carried attransactions. In reverse repurchase agreements, the amounts of cash advanced, orincluding accrued interest, is recognized on the balance sheet as Reverse repurchase agreements. In repurchase agreements, the cash received, plusincluding accrued interest.

interest, is recognized on the balance sheet as Repurchase agreements.
     Securities received under reverse repurchase agreements and securities delivered under repurchase agreements are not recognized in the balance sheeton or derecognized from the balance sheet, unless control of the contractual rights that comprise these securities is relinquished. The GroupUBS monitors the market value of the securities received or delivered on a daily basis and provides or requests additional collateral in accordance with the underlying agreements.
     Interest earned on reverse repurchase agreements and interest incurred on repurchase agreements is recognized as interest income or interest expense over the life of each agreement.
     The Group offsets reverse repurchase agreements and repurchase agreements with the same counterparty for transactions covered by legally enforceable master netting agreements when net or simultaneous settlement is intended.

j) Trading portfolio

Trading portfolio assets consist of money market paper, other debt instruments, including traded loans, equity instruments and precious metals which are owned by the Group (“long” positions). ObligationsTrading portfolio liabilities consist of obligations to deliver trading securities sold but not yet purchased are reportedsuch as Trading portfolio liabilities. Trading portfolio liabilities consist of money market paper, other debt instruments and equity instruments which the Group has sold to third parties but does not own (“short” positions).
     The trading portfolio is carried at fair value, which includes valuation allowances for instruments for which liquidactive markets do not exist. Gains and losses realized on disposal or redemption and unrealized gains and losses from changes in the fair value of trading portfolio assets or liabilities are reported as Net trading income. Interest and dividend income and expense on trading portfolio assets or liabilities are included in Interest and dividend income or Interest and dividend expense, respectively.
     The Group uses settlement date accounting when recording trading portfolio transactions. It recognizes from the date the transaction is entered into (trade date) in the income statement

any unrealized profits and losses

arising from revaluing that contract to fair value.value in the income statement. Subsequent to the trade date, when the transaction is consummated (settlement date) a resulting financial asset or liability is recognized on the balance sheet at the fair value of the consideration given or received plus or minus the change in fair value of the contract since the trade date. When the Group becomes party to a sales contract of a financial asset classified in its trading portfolio, it derecognizes the asset on the day of its transfer.

     The determination of fair values of trading portfolio assets or liabilities is based on quoted market prices in active markets or dealer price quotations pricingfrom active markets, valuation models (using assumptions based on market and economic conditions), or management’s estimates, as applicable.

k) Loans originated by the Group

Loans originated by the Group include loans where money is provided directly to the borrower, other than those that are originated with the intent to be sold immediately or in the short term, which are recorded as Trading portfolio assets. A participation in a loan from another lender is considered to be originated by the Group, provided it is funded on the date the loan is originated by the lender. Purchased loans are classified either as Financial investments available for sale,available-for-sale, or as Trading portfolio assets, as appropriate.
     Loans originated by the Group are recognized when cash is advanced to borrowers. They are initially recorded at cost, which is the fair value of the cash given to originate the loan, including any transaction costs, and are subsequently measured at amortized cost using the effective interest rate method.
     Interest on loans originated by the Group is included in Interest earned on loans and advances and is recognized on an accrual basis. Fees and direct costs relating to loan origination, financingre-financing or restructuring and to loan commitments are deferred and amortized to Interest earned on loans and advances over the life of the loan using the straight-line method which approximates the effective interest rate method. Fees received for commitments which are not expected to result in a loan are included in Credit-related fees and commissions over the commitment period. Loan syndication fees where UBS does not retain a portion of the syndicated loan are credited to commission income.



8890


 

l) Allowance and provision for credit losses

An allowance for credit losses is established if there is objective evidence that the Group will be unable to collect all amounts due on a claim according to the original contractual terms or the equivalent value. A “claim” means a loan, a commitment such as a letter of credit, a guarantee, ora commitment to extend credit, or a derivative or other credit product.
     An allowance for credit losslosses is reported as a reduction of the carrying value of a claim on the balance sheet, whereas for an off-balance sheet item such as a commitment a provision for credit loss is reported in Other liabilities. Additions to the allowances and provisions for credit losses are made through credit loss expense.
     Allowances and provisions for credit losses are evaluated at a counterparty-specific and/and / or country-specific level based on the following principles:
     Counterparty-specific: A claim is considered impaired when management determines that it is probable that the Group will not be able to collect all amounts due according to the original contractual terms or the equivalent value.
     Individual credit exposures are evaluated based upon the borrower’s character, overall financial condition, resources and payment record; the prospects for support from any financially responsible guarantors; and, where applicable, the realizable value of any collateral.
     The estimated recoverable amount is the present value of expected future cash flows, which may result from restructuring or liquidation. Impairment is measured and allowances for credit losses are established for the difference between the carrying amount and itsthe estimated recoverable amount.
     If there are indications of significant probable losses in the portfolio that have not been specifically identified, allowances for credit losses would also be provided for on a portfolio basis.
     Upon impairment the accrual of interest income based on the original terms of the claim is discontinued, but the increase of the present value of impaired claims due to the passage of time is reported as interest income.
     An impaired loan is classified as non-performing when the contractual payments of principal and/or interest are in arrears for 90 days or more.
All impaired claims are reviewed and analyzed at least annually. Any subsequent changes to the

amounts and timing of the expected future cash flows compared to the prior estimates will

result in a change in the allowance for credit losses and be charged or credited to credit loss expense.

     An allowance for an impairment is reversed only when the credit quality has improved such that there is reasonable assurance of timely collection of principal and interest in accordance with the original contractual terms of the claim agreement.
     A write-off is made when all or part of a claim is deemed uncollectible or forgiven. Write-offs are charged against previously established allowances for credit losses or directly to credit loss expense and reduce the principal amount of a claim. Recoveries in part or in full of amounts previously written off are credited to credit loss expense.
     A loan is classified as non-performing when the contractual payments of principal and / or interest are in arrears for 90 days or more, bankruptcy proceedings have been initiated or concessionary terms have been granted in restructuring procedures.
Country-specific: Where, in management’s opinion, it is probable that some claims may be affected by systemic crisis, transfer restrictions or non-enforceability, specific country allowances for probable losses are established. They are based on country-specific scenarios, taking into consideration the nature of the individual exposures, but excluding those amounts covered by counterparty-specific allowances.

m) Securitizations

The GroupUBS securitizes various consumer and commercial financial assets, which generally results in the sale of these assets to special-purpose vehiclesentities, which, in turn issue securities to investors. Financial assets are partially or wholly derecognized when the Group gives up control of the contractual rights that comprise the financial asset.asset or portions thereof.
     Interests in the securitized financial assets may be retained in the form of senior or subordinated tranches, interest-only strips or other residual interests (“retained interests”). Retained interests are primarily recorded in Trading portfolio assets and carried at fair value. The determination of fair values of retained interestinterests is generally based on quoted market prices or, to a lesser extent, by determining the present value of expected future cash flows using pricing models that incorporate management’s best estimates of critical assumptionsassump-



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tions which may include credit losses, discount rates, yield curves and other factors.

     Gains or losses on securitization depend in part on the carrying amount of the transferred


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UBS Group Financial Statements
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financial assets, allocated between the financial assets derecognized and the retained interests based on their relative fair values at the date of the transfer. Gains or losses on securitization are recorded in Net trading income.

n) Financial investments

Financial investments are classified as available-for-sale and recorded on a settlement date basis. Management determines the appropriate classificationAvailable-for-sale financial investments are instruments which, in management’s opinion, may be sold in response to or in anticipation of its investments at the time of the purchase.needs for liquidity or changes in interest rates, foreign exchange rates or equity prices. Financial investments consist of money market paper, other debt instruments and equity instruments, including private equity investments.
     Available-for-sale financial investments may be sold in response to needs for liquidity or changes in interest rates, foreign exchange rates or equity prices.
     Available-for-sale financial investments are carried at fair value. Unrealized gains or losses on available-for-sale investments are reported in Shareholders’ equity, net of applicable income taxes, until such investment isinvestments are sold, collected or otherwise disposed of, or until such investment is determined to be impaired.
     The determination of fair values of available-for-sale financial investments is generally based on quoted market prices in active markets, dealer price quotations, discounted expected cash flows using market rates commensurate with the credit quality and maturity of the investment or based upon review of the investee’s financial results, condition and prospects including comparisons to similar companies for which quoted market prices are available.
     If an available-for-sale investment is determined to be impaired, the cumulative unrealized loss previously recognized in Shareholders’ equity is included in net profit or loss for the period and reported in Other income. A financial investment is considered impaired if its cost exceeds the recoverable amount. For non-quoted equity investments, the recoverable amount is determined by applying recognized valuation techniques. The standard method applied is based on multiple of earnings observed in the market for comparable companies. For quoted financial investments, the recoverable amount is determined by reference to the market price. They are considered impaired if objective evidence indicates that the decline in market price has reached a level that recovery of the cost

value cannot be reasonably expected within the foreseeable future.
On disposal of an available-for-sale investment, the accumulated unrealized gain or loss included in Shareholders’ equity is transferred to net profit or loss for the period and reported in Other income. Gains and losses on disposal are determined using the average cost method.
     Interest and dividend income on available-for-sale financial investments is included in Interest and dividend income from financial investments.
     The determination of fair values of available-for-sale financial investments is generally based on quoted market prices in active markets, dealer price quotations or discounted expected cash flows using market rates commensurate with the credit quality and maturity of the investment, or is based upon review of the investee’s financial results, condition and prospects including comparisons to similar companies for which quoted market prices are available.
     If an available-for-sale investment is determined to be impaired, the cumulative unrealized loss previously recognized in Shareholders’ equity is included in net profit or loss for the period and

reported in Other income. A financial investment is considered impaired if its cost exceeds the recoverable amount. For non-quoted equity investments, the recoverable amount is determined by applying recognized valuation techniques. The standard method applied is based on the multiple of earnings observed in the market for comparable companies. Management may adjust valuations determined in this way based on its judgement. For quoted financial investments, the recoverable amount is determined by reference to the market price. They are considered impaired if objective evidence indicates that the decline in market price has reached such a level that recovery of the cost value cannot be reasonably expected within the foreseeable future.

o) Property and equipment

Property and equipment includes bank-occupiedown-used properties, investment properties, leasehold improvements, IT, software IT and communication, and other machines and equipment.
     Bank-occupiedOwn-used property is defined as property held by the Group for use in the supply of services or for administrative purposes whereas investment property is defined as property held by the Group to earn rentals and/and / or for capital appreciation. If a property of the Group includes a portion that is bank-occupiedown-used and another portion that is held to earn rentals or for capital appreciation, the classification is based on whether or not these portions can be sold separately. If boththe portions of the property can be sold separately these portionsthey are accounted for as bank-occupiedown-used property and investment property, respectively.property. If the portions cannotcan not be sold separately, the whole property is classified as bank-occupiedown-used property unless the portion used by the bank is minor. The classification of property is reviewed on a regular basis to account for major changes in its usage.
     Leasehold improvements are investments made to customize buildings and offices occupied under operating lease contracts to make them suitable for the intended purpose. The estimated reinstatement costs to bring a leased property into its original condition at the end of the lease, if required, is capitalized as part of the total leasehold improvements costs. At the same time, a corresponding liability is recognized to reflect the obligation incurred. Reinstatement costs are recognized in profit and loss through depreciation of the capitalized leasehold improvements over their estimated useful life.



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     Software development costs are capitalized when they meet certain criteria relating to identifiability, it is probable that future economic benefits will flow to the enterprise, and the cost can be measured reliably. Internally developed software meeting these criteria and purchased software are classified in Property and equipment on the balance sheet.
     Property and equipment is carried at cost less accumulated depreciation and accumulated impairment losses. Property and equipment is periodically reviewed for impairment.
     Property and equipment is depreciated on a straight-line basis over its estimated useful life as follows:


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Properties, excluding land Not exceeding 50 years

Leasehold improvementsResidual lease term, but not exceeding 10 years
Other machines and equipment Not exceeding 10 years

IT, software and communication Not exceeding 35 years

     Property formerly bank-occupiedown-used or leased to third parties under an operating lease which the Group has decided to dispose of, and foreclosed property are defined as Properties held for resale and disclosedrecorded in Other assets. They are carried at the lower of cost or recoverable value.
     When theFor investment property carried at cost model is applied, IAS 40, Investment Property, requires the disclosure ofless accumulated depreciation, the investment property’s fair value (see Note 14) and details of how fair value is determined.determined are disclosed in Note 14. UBS employs internal real estate experts who determine the fair value of investment property by applying recognized valuation techniques. In cases where prices of recent market transactions of comparable objectsproperties are available, fair value is determined by reference to these transactions.

p) Goodwill and other intangible assets

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of net identifiable assets of the acquired entity at the date of acquisition.
     Other intangible assets are comprised of separately identifiable intangible items arising from acquisitions and certain purchased trademarks and similar items.
     Goodwill and other intangible assets are recognized as assetson the balance sheet at cost determined at the date of acquisition and are amortized using the straight-line basismethod over their estimated useful economiceco-

nomic life, not exceeding 20 years. At each balance sheet date, goodwill and other intangible assets are reviewed for indications of impairment or changes in estimated future benefits. If such indications exist, an analysis is performed to assess whether the carrying amount of goodwill or other intangible assets is fully recoverable. A write-downwritedown is made if the carrying amount exceeds the recoverable amount.

q) Income taxes

Income tax payable on profits is recognized as an expense based on the applicable tax laws in each jurisdiction is recognized as an expense in the period in which profits arise. The tax effects of income tax losses available for carry-forward are recognized as ana deferred tax asset whenif it is probable that future taxable profit will be available against which those losses can be utilized.

     Deferred tax liabilities are recognized for temporary differences between the carrying amounts of assets and liabilities in the Group balance sheet and their amounts as measured for tax purposes, which will result in taxable amounts in future periods. Deferred tax assets are recognized for temporary differences which will result in deductible amounts in future periods, but only to the extent it is probable that sufficient taxable profits will be available against which these differences can be utilized.
     Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the asset will be realized or the liability will be settled based on enacted rates.
     Current and deferred tax assets and liabilities are offset when they arise from the same tax reporting group and relate to the same tax authority and when the legal right to offset exists.
     Current and deferred taxes are recognized as income tax benefit or expense except for (i) deferred taxes recognized or disposed of upon the acquisition or disposal of a subsidiary, and (ii) unrealized gains or losses on available for saleavailable-for-sale investments and changes in fair value of derivative instruments designated as cash flow hedges, which are recorded net of taxes in Gainsgains or losses not recognized in the income statement within Shareholders’ equity.

r) Debt issued

Debt issued is initially measured at cost, which is the fair value of the consideration received, net of transaction costs incurred. Subsequent measurementmeasure-



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Financial Statements
Notes to the Financial Statements



ment is at amortized cost, using the effective interest rate method to amortize cost at inception to the redemption value over the life of the debt.

     Combined debt instruments that are related to non-UBS AG equity instruments, foreign exchange, credit instruments or indices are considered structured instruments. The embedded derivative is separated from the host contract and accounted for as a stand-alone derivative if the criteria for separation are met. The host contract is subsequently measured at amortized cost.
     Debt instruments with embedded derivatives that are related to UBS AG shares or to a derivative instrument that has UBS AG shares as underlying are separated into a liability and an equity component at issue date, if they will be physically settled.require or provide UBS with a choice of physical settlement. Initially, a portion of the net proceeds from issuing the combined debt instru-


91


UBS Group Financial Statements
Notes to the Financial Statements


mentinstrument are allocated to the equity component based on its fair value and reported in Share premium account. The determination of fair values is generally based on quoted market prices or option pricing models. Subsequent changes in fair value of the separated equity component are not recognized. The remaining amount is allocated to the liability component and reported as Debt issued. The liability component is subsequently measured at amortized cost. However, if the combined instrument or the embedded derivative related to UBS AG shares is cash settled or the holder of the hybrid instrument has the right to require cash settlement, then the separated derivative is accounted for as a trading instrument with changes in fair value recorded in income.
     It is the Group’s policy to hedge the fixed interest rate risk on debt issues (except for certain subordinated long-term notesnote issues, see Note 30a)29a) and apply fair value hedge accounting. The effect is such that whenWhen hedge accounting is applied to fixed rate debt instruments, the carrying valuevalues of debt issues isare adjusted for changes in fair value related to the hedged exposure rather than carried at amortized cost. See v) Derivative instruments for further discussion.
     Own bonds held as a result of market making activities or deliberate purchases in the market are treated as a redemption of debt. A gain or loss on redemption is recorded depending on whether the repurchase price of the bond was lower or higher than its carrying value in the books.value. A subsequent sale of own bonds in the market is treated as a re-issuance of debt.

     Interest expense on debt instruments is included in Interest on debt issued.

s) Treasury shares

UBS AG shares held by the Group are classified in Shareholders’ equity as Treasury shares and accounted for at weighted average cost. The difference between the proceeds from sales of treasury shares and their cost (net of tax, if any) is classified as Share premium.
     Contracts that require physical settlement or net share settlement in UBS AG shares or provide the Group with a choice to physically settle are classified as Shareholders’ equity and reported as Share premium. Upon settlement of such contracts the proceeds received less cost (net of tax, if any), are reported as Share premium.

     Contracts on UBS AG shares that require net cash settlement or provide the counterparty with a choice of net cash settlement are classified as trading instruments, with the changes in fair value reported in the income statement.

t) Retirement benefits

The GroupUBS sponsors a number of retirement benefit plans for its employees worldwide. These plans include both defined benefit and defined contribution plans and various other retirement benefits such as post-employment medical benefits. Group contributionsContributions to defined contribution plans are expensed when employees have rendered services in exchange for such contributions, generally in the year of contribution.
     The Group uses the projected unit credit actuarial method to determine the present value of its defined benefit plans and the related current service cost and, where applicable, past service cost.
     The principal actuarial assumptions used by the actuary are set out in Note 32.31.
     The Group recognizes a portion of its actuarial gains and losses as income or expensesexpense if the net cumulative unrecognized actuarial gains and losses at the end of the previous reporting period exceeded the greater of:
   

a) 10% of present value of the defined benefit obligation at that date (before deducting plan assets); and

b) 10% of the fair value of any plan assets at that date.

     The unrecognized actuarial gains and losses exceeding the greater of the two values are recognized in the income statement over the



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expected average remaining working lives of the employees participating in the plans.

     If an excess of the fair value of the plan assets over the present value of the defined benefit obligationobligations cannot be recovered fully through refunds or reductions in future contributions, no gain is recognized solely as a result of deferral of an actuarial loss or past service cost in the current period or no loss is recognized solely as a result of deferral of an actuarial gain in the current period.

u) Equity participation plans

The GroupUBS provides various equity participation plans in the form of stock plans and stock option plans. UBS generally uses the intrinsic


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value method of accounting for such awards. Consequently, compensation expense is measured as the difference between the quoted market price of the stock at the grant date less the amount, if any, that the employee is required to pay, or by the excess of stock price over option strike price, if any. The Group’s policy is to recognize compensation expense for equity awards at the date of grant.

v) Derivative instruments and hedging

All derivative instruments of the Group are carried at fair value on the balance sheet and are reported as Positive or Negative replacement values. Fair values are obtained from quoted market prices, dealer price quotations, discounted cash flow models and option pricing models, which incorporate current market and contractual prices for the underlying instrument, time to expiry, yield curves and volatility of the underlying. Inputs used in pricing models are generally market observable or can be derived from market observable data. If market observable data are not available, the initial increase in fair value indicated by valuation techniques but based on unobservable inputs is amortized to income over the life of the transactions. The Group offsets positive and negative replacement values with the same counter-partycounterparty for transactions covered by legally enforceable master netting agreements, as explained in Note 23.
     Where the Group enters into derivatives for trading purposes, realized and unrealized gains and losses are recognized in Net trading income.
     The Group also uses derivative instruments as part of its asset and liability management activities to manage exposures to interest rate, foreign currency and credit risks, including exposures

arising from forecast transactions. The Group applies either fair value or cash flow hedge accounting when transactions meet the specified criteria to obtain hedge accounting treatment.

     At the time a financial instrument is designated as a hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including. Documentation includes its risk management objectives and its strategy in undertaking the hedge transaction, which must be in accordance with the Group’s risk management policies, together with the methods that will be used to assess the effectiveness of the hedging relationship. Accordingly, the Group formally assesses, both at the inception of the hedge and on an ongoing basis, whether the hedging derivatives have been “highly effective” in offsetting changes in the fair value or cash flows of the hedged items. A hedge is normally regarded as highly effective if, at inception and throughout its

life, the Group can expect, and actual results indicate, changes in the fair value or cash flows of the hedged item to be almost fullyare offset by the changes in the fair value or cash flows of the hedging instrument, and actual results are within a range of 80% to 125%. In the case of hedging a forecast transaction, the transaction must be highly probablehave a high probability of occurring and must present an exposure to variations in cash flows that could ultimately affect reported net profit or loss. The Group discontinues hedge accounting when it is determined thatthat: a derivative is not, or has ceased to be, highly effective as a hedge; when the derivative expires, or is sold, terminated, or exercised; when the hedged item matures or is sold or repaid; or when a forecast transaction is no longer deemed highly probable.
     “Hedge ineffectiveness” represents the amount by which the changes in the fair value of the hedging derivative differ from changes in the fair value of the hedged item or the amount by which changes in the cash flow of the hedging derivative differ from changes (or expected changes) in the cash flow of the hedged item. Such gains and losses are recorded in current period earnings, as are gains and losses on components of a hedging derivative that are excluded from assessing hedge effectiveness.
     For qualifying fair value hedges, the change in fair value of the hedging derivative is recognized in net profit and loss. Those changes in fair value of the hedged item which are attributable to the risks hedged with the derivative instrument are reflected in an adjustment to the carrying value of the



95


Financial Statements
Notes to the Financial Statements



hedged item, which is also recognized in net profit or loss. If the hedge relationship is terminated for reasons other than the derecognition of the hedged item, the difference between the carrying value of the hedged item at that point and the value at which it would have been carried had the hedge never existed (the “unamortized fair value adjustment”), is, in the case of interest bearing instruments, amortized to net profit or loss over the remaining term of the original hedge, while for non-interest bearing instruments that amount is immediately recognized in earnings. If the hedged instrument is derecognized, e.g. is sold or repaid, the unamortized fair value adjustment is recognized immediately in net profit and loss.

     A fair valuation gain or loss associated with the effective portion of a derivative designated as a cash flow hedge is recognized initially in Share-


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UBS Group Financial Statements
Notes to the Financial Statements


holders’Shareholders’ equity. When the cash flows that the derivative is hedging (including cash flows from transactions that were only forecast when the derivative hedge was effected) materialize, resulting in income or expense, then the associated gain or loss on the hedging derivative is simultaneously transferred from Shareholders’ equity to the corresponding income or expense line item.
     If a cash flow hedge for a forecast transaction is deemed to be no longer effective, or the hedge relationship is terminated, the cumulative gain or loss on the hedging derivative previously reported in Shareholders’ equity remains in Shareholders’ equity until the committed or forecast transaction occurs, at which point it is transferred from Shareholders’ equity to net trading income.the income statement.
     Derivative instruments transacted as economic hedges but not qualifying for hedge accounting are treated in the same way as derivative instruments used for trading purposes, i. e. realized and unrealized gains and losses are recognized in Net trading income. In particular, the Group has entered into economic hedges of credit risk within the loan portfolio using credit default swaps to which it does notcannot apply hedge accounting. In the event that the Group recognizes an impairment on a loan that is economically hedged in this way, the impairment is recognized in Credit loss expense whereas theany gain on the credit default swap is recorded in Net trading income - - see Note 23 for additional information.
     A derivative may be embedded in a “host contract”. Such combinations are known as hybrid instruments and arise predominantly from

the issuance of certain structured debt instruments. If the host contract is not carried at fair value with changes in fair value reported in net profit or loss, the embedded derivative is separated from the host contract and accounted for as a stand-alone derivative instrument at fair value if, and only if: the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host contract and the embedded derivative actually meets the definition of a derivative.

w) Earnings per Share (EPS)

Basic earnings per share isare calculated by dividing the net profit or loss for the period attributable to ordinary shareholders by the weighted average

number of ordinary shares outstanding during the period.
     Diluted earnings per share isare computed using the same method as for basic EPS, but the determinants are adjusted to reflect the potential dilution that could occur if options, warrants, convertible debt securities or other contracts to issue ordinary shares were converted or exercised into ordinary shares.

x) Comparability

Amended IAS 19, Employee Benefits
The GroupUBS adopted in 2002 the amended standard IAS 19 “Employee Benefits”. The amendments introduce an asset ceiling provision that applies for defined benefit plans that have a surplus of plan assets over benefit obligations. The implementation of the amended standard had no material impact.

IFRIC Interpretations

Interpretations of the International Financial Reporting Interpretations Committee (IFRIC) became effective during 2002 but had no impact on the Group’s Financial Statements.

Segment Reporting

As at 1 January 2003, the five private label banks (three of which were subsequently merged into one bank) owned by UBS were transferred out of Wealth Management & Business Banking into Corporate Center. At the same time, GAM was transferred out of Global Asset Management into Corporate Center. All prior period comparative amounts of the affected Business Groups have been restated to conform to the current year presentation.
As at 1 January 2002, UBS PaineWebberWealth Management USA was separated from UBS WarburgInvestment Bank and became a stand-alone Business Group. Note 2 to these Group Financial Statements reflects the new Business Group structure. Comparative



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prior year amounts have been restated to conform to the current year presentation.

IAS 39, Recognition and Measurement of Financial Instruments

The GroupUBS adopted IAS 39 prospectively as at 1 January 2001. The Standardstandard provides comprehensive guidance on accounting for financial instruments.
     Upon adoption, the Group decided to record unrealized gains and losses arising from changes in the fair value of available-for-sale financial investments directly in Shareholders’ equity until such investment is disposed of or until such investment is determined to be impaired.
     As a result of the adoption of IAS 39, the following adjustments or changes in classification occurred:
     Gains/Gains / losses not recognized in the income statement is a new component of Shareholders’


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equity as at 1 January 2001. It includes unrealized gains and losses on available for saleavailable-for-sale financial investments and on derivatives designated as cash flow hedges as well as Foreign currency translation. The opening adjustment as at 1 January 2001 to financial investments recorded as available for sale was a net unrealized gain of CHF 1,769 million (CHF 1,577 million net of taxes), and for derivatives designated as cash flow hedges an unrealized net loss of CHF 506 million (CHF 380 million net of taxes).
     Available-for-sale financial investments were previously carried at the lower of cost or market value and private equity investments were carried at cost less write-downs for impairments in value. Reductions of the carrying amount of available-for-sale financial investments and private equity investments and reversals of such reductions as well as gains and losses on disposal are included in Other income. As at 1 January 2001 these financial investments are now classified as available-for-sale financial investments and carried at fair value. Changes in fair value are reported in Gains/losses not recognized in the income state-
ment within Shareholders’ equity until these investments are disposed of. At the time an available-for-sale financial investment is determined to be impaired, the cumulative unrealized loss previously recognized in Shareholders’ equity is included in net profit or loss for the period.
The opening adjustment to Retained earnings, a net debit of CHF 61 million as at 1 January 2001, consisted of CHF 19 million reflecting the impact of adopting the new hedge accounting rules and CHF 42 million reflecting the impact of remeasuring assets to either amortized cost or fair value as required under IAS 39.

y) Recently issued International Financial Reporting Standards

Revised IAS 32 and 39
In December 2003, the International Accounting Standards Board (IASB) issued revised IAS 32, Financial Instruments: Disclosure and Presentation, and IAS 39, Financial Instruments: Recognition and Measurement. Both standards are effective for financial years beginning on or after 1 January 2005, with earlier application of both standards together being permitted. Together the two standards provide comprehensive guidance on recognition, measurement, presentation and disclosure of financial instruments. The standards are to be applied retrospectively, with the exception of portions of the guidance relating to

derecognition of financial assets and liabilities, which is to be applied prospectively.
      Properties held for resale include properties formerly bank-occupied or leased to third parties under an operating lease, which the Group hasUBS decided to disposeearly adopt these revised standards as of 1 January 2004. Therefore, comparative prior years 2003 and foreclosed properties2002 presented in the 2004 financial statements will need to be restated appropriately.
     Revised IAS 39 permits any financial instrument that is not a derivative or included in the trading portfolio to be designated at inception, or at adoption of this standard, as at fair value through profit and loss. UBS has designated the majority of its compound instruments issued as at fair value through the income statement, which will eliminate the Group receivedrequirement to separate the embedded derivative instrument from the host contract. Instead, the instrument in satisfactionits entirety will be carried at fair value, with changes in fair value being recorded in income.
      The guidance governing recognition and derecognition of a secured loanfinancial asset is considerably more complex under revised IAS 39 and may require a multi-step decision process to determine whether derecognition is appropriate. The impact, if any, from the prospective application of this changed accounting guidance is currently not expected to be material to UBS.
      Revised IAS 39 includes guidance that in the absence of quoted market prices or market observable inputs into a valuation model, the fair value of financial instruments on the transaction date is equal to the transaction price. Differences between the transaction price and the value obtained by a valuation model, for which it doesmarket observable inputs are not intendavailable, can not be recognized immediately. The new guidance may retroactively affect profit booked at inception on certain transactions entered into in 2002 and earlier years, which could need to occupy. Asbe restated.
     Financial guarantees have to be recognized on the balance sheet under revised IAS 39 at 1 January 2001, Properties held for resale infair value upon issuance. Previously, they were kept off-balance sheet unless a provision had to be recognized because a loss had been incurred. Guarantees provided against a fee are now initially recognized as a liability equal to the amount of CHF 984 million were reclassified from Financial investments to Other assets. Comparative amounts havefee receivable over the contractual life of the guarantee issued. They are subsequently carried at the higher of the initial amount less cumulative amortization or, if it is probable that a loss has been reclassified accordingly.incurred, at the estimated amount of that loss. This change in accounting does not affect revenue



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UBS Group Financial Statements
Notes to the Financial Statements



 

recognition related to guarantees, and the effect from restating prior periods is insignificant.

     Under revised IAS 39, loan commitments that can be settled net meet the definition of a derivative. Additionally, any loan commitment may be designated at inception as held at fair value through profit and loss. If the loan is subsequently funded, it must also be carried at fair value. A loan commitment provided at a below-market interest rate not designated as held at fair value is initially recorded at fair value (liability) and a loss has to be recognized. The liability can subsequently be amortized to income, as appropriate, unless a provision needs to be recorded to cover an incurred loss. The change in accounting will not have a material impact on the financial statements as loan commitments are generally issued at market conditions.
     Revised IAS 32 requires that certain derivative contracts linked to an entity’s own shares be treated as assets or liabilities and not as equity instruments. Obligations to repurchase own shares against cash, for example through a forward purchase contract, must be recognized as a liability on the balance sheet by transferring the fair value of the obligation out of shareholders’ equity. Subsequently, the obligation is accreted to the settlement amount through recognizing interest expense. All net share settled contracts on own shares have to be accounted for as derivatives, whereas under old IAS 32 they were classified as equity instruments. The impact from restatement on our prior period net profit, earnings per share and shareholders’ equity is insignificant.
     Revised IAS 32 provides that netting is permitted only if normal settlement is also intended to take place on a net basis. In general, that condition is not met and therefore certain replacement values that were previously offset will be reported gross. This will increase the total amount of assets and liabilities on our balance sheet by approximately CHF 165 billion at 31 December 2003. There will be no effect on net profit, shareholders’ equity, earnings per share or regulatory capital from the change.
     UBS is currently completing its assessment of the effect the adoption of the two revised standards will have on its financial statements. It is possible that the effect from restating prior comparative periods may have a significant impact on the financial statements.

IASB Improvements Project

In December 2003, the IASB issued 13 revised International Accounting Standards under its Improvement Project in an attempt to clarify language, to remove inconsistencies and to achieve convergence with other accounting standards, notably US GAAP. All revised standards are effective for financial years beginning on or after 1 January 2005. Of these 13 improved standards only two are expected to have a significant influence on UBS. These are IAS 27, Consolidated and Separate Financial Statements, and IAS 28, Investments in Associates.
     IAS 27 has been amended to limit the exemption from consolidating a subsidiary over which control is exercised temporarily to a twelve-month period. UBS has several private equity investments where it owns a controlling interest. As they are held longer than a twelve-month period, these investments need to be consolidated commencing 1 January 2005 with retrospective restatement of comparative prior years 2004 and 2003. The initial calculations of the effect from consolidating these investments indicate that the balance sheet and income statement impact could be material and could lead to the addition of a new business segment that comprises the operations of these industrial and non-financial services businesses.
     IAS 28 has been amended in the same way as IAS 27 to limit the exemption from equity method accounting to investments that are held with a view to their disposal within twelve months. Private equity investments, where UBS exercises significant influence, need to be accounted for using the equity method instead of as financial investments available-for-sale. UBS’s share in income or loss will be recognized in profit and loss, whereas currently unrealized gains and losses from fair value changes are directly recorded in shareholders’ equity, unless an investment is impaired, in which case the loss is recognized in income. UBS is currently in the process of determining the effect this change in accounting will have on its financial statements.
     All other revised standards under the Improvement Project will primarily affect presentation and disclosure, but not recognition and measurement of assets and liabilities, and will, therefore, not have a material impact on the financial statements.

IFRS 2 Share-based Payment

On 19 February 2004, the IASB issued IFRS 2 Share-based Payment, which governs the account-



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ing for share-based payments. When share-based payments are made to employees, for example through awards of shares or share options, the fair value of these awards measured at the date of grant must be recognized as compensation expense. The new standard is effective for financial years beginning on or after 1 January 2005 and applies to equity-settled awards granted after 7 November 2002 that have not vested at 1 January 2005 and to liabilities arising from share-based awards that exist at the effective date. Comparative prior periods need to be restated and the opening balance of retained earnings at 1 January 2003 has to be adjusted. UBS discloses the compensation expense attributable to share-based awards in Note 32, but the amounts disclosed are based on the requirements under US generally accepted accounting principles, which may differ from IFRS 2. UBS is currently evaluating the impact the new standard will have on its financial statements.

z) Accounting changes effective in 2004

Investment Properties
Effective 1 January 2004, UBS changed its accounting for investment property from historical cost less accumulated depreciation to the fair value model. All changes in the fair value of investment property will now be recognized in the profit and loss account, and depreciation expense will no longer be recorded for these properties. Investment property is held exclusively to earn rental income and benefit from appreciation in value. Therefore, carrying investment property at fair value better reflects the business rationale behind acquiring and managing these assets.
     This change in accounting will lead to restatement of the 2002 and 2003 comparative financial years. The effects from restatement will be:
to credit (increase) retained earnings as of 1 January 2002 by CHF 202 million, net of

taxes of CHF 64 million, for the then existing difference between book value and fair value of the investment property portfolio;
to reduce net profit for 2003 by CHF 64 million; and
to reduce net profit for 2002 by CHF 117 million.

Credit risk losses incurred on OTC derivatives

Effective 1 January 2004, the accounting for credit risk losses incurred on over-the-counter (OTC) derivatives has been changed. All such credit risk losses will now be reported in net trading income and will no longer be reported in credit loss expense. This change better reflects how the business is run and simplifies the current treatment. It does not affect net profit or earnings per share results. The change will, however, affect segment reporting, as actual losses reported as credit loss expense are currently deferred over a three-year period in the Business Group accounts, whereas actual losses in trading income are not subject to such a deferral. In the segment report, therefore, actual losses on OTC derivatives will now be reported as incurred. The changed accounting will not have a material effect on the Investment Bank’s performance before tax for 2003.

Change in treatment of corporate client assets

Effective 1 January 2004, UBS re-classified corporate client assets of Business Banking Switzerland (except for pension funds) to exclude them from invested assets. This change was made because UBS has a minimal advisory role for such clients and asset flows are erratic as they are often driven more by liquidity requirements than pure investment reasons. This change will reduce invested assets at 31 December 2003 by approximately CHF 75 billion and increase net new money for 2003 by CHF 7.5 billion.



99


Financial Statements
Notes to the Financial Statements



Note 2a Segment Reporting by Business Group



 

Based on our integrated business model, UBS is organized into the four Business Groups: UBS Wealth Management & Business Banking, UBS Global Asset Management, UBS WarburgInvestment Bank and UBS PaineWebber,Wealth Management USA, and our Corporate Center.

UBS

     Effective 1 January 2003, our independent private banks – Ehinger & Armand von Ernst (formerly Ehinger, Armand von Ernst and Cantrade), Banco di Lugano and Ferrier Lullin – and GAM, our specialist asset management firm, were transferred from Wealth Management &
Business Banking and Global Asset Management into a separate new holding company held by the Corporate Center. While this restructuring had no impact on the UBS Financial Statements, we have restated all prior periods for all Business Groups affected to reflect these changes.

Wealth Management & Business Banking

UBS Wealth Management & Business Banking comprises two business units.
     Private BankingWealth Management offers a comprehensive range of products and services individually tailored to affluent international and Swiss clients, operating from offices around the world.
     Business Banking Switzerland provides individual and corporate clients in Switzerland with a complete portfolio of banking and securities services, focused on customer service excellence, profitability and growth, by using a multi-channel distribution.
     The two business units share technological and physical infrastructure, and have joint departments supporting major functions such as e-commerce, financial planning and wealth management, investment policy and strategy.

UBS Global Asset Management

UBS Global Asset Management provides investment products and services to institutional investors and wholesale intermediaries around the globe. Clients include corporate and public

pension plans, financial institutions and advisors, central banks as well as charities, foundations and individual investors.

UBS WarburgInvestment Bank

UBS WarburgInvestment Bank operates globally as a client-driven investment banking and securities firm with two business units.
     Corporate and Institutional ClientsInvestment Banking & Securities provides innovative products, research, advice and completecom-

plete access to the world’s capital markets for intermediaries, governments, corporate and institutional clients and other parts of UBS.

     UBS CapitalPrivate Equity is the private equity business unit of UBS Warburg,Investment Bank, investing UBS and third partythird-party funds, primarily in unlisted companies.

UBS PaineWebberWealth Management USA

UBS PaineWebberWealth Management USA is a US financial services firm providing sophisticated wealth management services to affluent US clients through a highly trained financial advisor network.

Corporate Center

Corporate Center ensures that the Business Groups operate as a coherent and effective whole with a common set of values and principles in such areas as risk management, financial reporting, marketing and communications, funding, capital and balance sheet management and management of foreign exchange earnings. It also holds our private label banks and GAM, which provide clients with a complete range of private banking services in Switzerland and specialized asset management services, respectively.

Credit Loss Expense

a) Principles for Segment Reporting
As discussed in Note 1(l), under IFRS an allowance for credit losses is established if there is objective evidence that the Group will be unable to collect all amounts due on a claim according to the original contractual terms or the equivalent value. Credit losses reported in the income statement in any given period are the total of net allowances and direct write-offs less recoveries, representing the adjustment necessary to maintain the total of Allowances and provisions for credit losses at an adequate level.
     The credit losses incurred in each Business Group are reflected in their segment contribution to pre-tax profit shown on pages 102 to 104 in the first table for each year.
     The occurrence of credit losses is erratic in timing and usually relates to transactions entered into in previous accounting periods by previous generations of management. Performance measurement for Business Groups which is solely based on credit losses actually incurred in a period in our view does not adequately reflect these particular circumstances. For that reason, our executive management reviews



96100


Business Group performance based on an adjusted measure of credit loss which varies with the current portfolio composition and recent loss experience.

     The risk of credit loss exists in every credit engagement, and credit loss expenses must be expected as an inherent cost of doing business. Expected credit loss is the average annual cost that is expected to arise over time from losses on transactions in the current portfolio which become impaired in the future. For sound credit risk management and appropriate pricing, it is essential that Expected credit loss is adequately taken into account in each individual credit decision. Therefore, Expected credit loss is used internally as the basis for measurement of Business Group performance.
     In order to hold the Business Groups accountable for credit losses actually incurred, we adjust the Expected credit loss by a charge or refund for the difference between Credit loss expense and Expected credit loss, amortized over a three-year period. The sum of the Expected credit loss plus the amortization of the recent differences from credit loss expense (Deferral amounts) is charged to the Business Groups as Adjusted expected credit loss. To reconcile the total of Adjusted expected credit losses charged to the Business Groups with the Credit loss expense reported in the consolidated income statement, we record a balancing item in Corporate Center.
     Charging Adjusted expected credit loss to the Business Groups as a basis for performance measurement may result in a materially different segment result from a result based on Credit loss expense (Business Group contribution). While both concepts require that each Business Group, over time, bears the credit loss it actually incurs, a timing difference is introduced.

b) Expected Credit Loss

Expected credit loss is an estimate of the annual costs that will arise, on average over time, from positions that become impaired in the future. The Expected credit loss is a probabilistic measure calculated at the level of each individual transaction, based on three components:
the probability that the counterparty will default — referred to as probability of default (PD), i.e. the likelihood that a counterparty (or obligor) will not be able to meet its obligations. UBS rates counterparties to determine a counterparty specific PD by means of rating tools tailored to customer segments. Clients are segmented into 15

rating classes. We have assigned to each rating class a fixed probability of default except for the two lowest categories which are used to classify clients where a loss event has already occured due to default and impairment.
the current and likely future exposure should default occur, known as Exposure at Default (EAD): this is the amount of exposure to the obligor – the value of the transaction – which we expect to be outstanding at the time when default occurs.
the likely severity of the loss should default occur, typically described as Loss Given Default (LGD), expressed as a rate per unit of exposure. LGDs are typically differentiated by type of counterparty, claim and seniority, taking into account any available collateral.
The determination of the three components is founded on UBS’s historical loss experience and all elements are regularly reviewed by specialist teams.
     The summation of the Expected credit losses from all transactions with all counterparties entered into by a Business Group represents the Expected credit loss from its credit portfolio, which is used as the basis for performance measurement, as explained above. Expected credit loss changes over time as a result of changes in the individual components: individual credit quality (PD) may change, for instance as a result of rating migration over an economic cycle; the volume of outstanding transactions and their exposure (EAD) changes over time; and the likely level of loss (LGD) may change, for example due to deterioration in collateral values.
     Going forward, the three components will also be used as the main input parameters for the determination of minimum regulatory capital under the Advanced Internal Rating Based Approach of Basel II and consequently will be subject to high validation standards.

c) Computation of Adjusted Expected Credit Loss

Each month we establish the relevant data for Expected credit loss and Credit loss expense. The difference between the two is amortised on a linear basis over a 3-year period.
     The Business Group performance shown for each reporting period is the relevant Expected credit loss calculated for the portfolio plus the amortized amount from previous differences between Credit loss expenses and Expected credit loss (Deferral amounts).



101


Financial Statements
Notes to the Financial Statements



Note 2a Segment Reporting by Business Group (continued)

The Business Group results are presented on a management reporting basis. Internal charges and transfer pricing adjustments are reflected in the performance of each business. Revenue sharing agreements are used to allocate external customer revenues to a Business Group on a reasonable basis. Transactions between Business Groups are conducted at arm’s length.

For the year ended 31 December 2003

                         
  Wealth          Wealth       
  Management &  Global Asset  Investment  Management  Corporate    
CHF million Business Banking  Management  Bank  USA  Center  UBS 
 
Income1
  12,052   1,737   14,120   5,190   989   34,088 
Credit loss (expense) / recovery  (75)  0   (40)  (3)  2   (116)
 
Total operating income  11,977   1,737   14,080   5,187   991   33,972 
 
Personnel expenses  4,584   816   7,357   3,712   762   17,231 
General and administrative expenses  2,116   407   2,130   988   445   6,086 
Depreciation  384   29   327   151   473   1,364 
Amortization of goodwill and other intangible assets2
  75   153   278   336   101   943 
 
Total operating expenses  7,159   1,405   10,092   5,187   1,781   25,624 
 
Business Group contribution before tax
  4,818   332   3,988   0   (790)  8,348 
Tax expense                      1,618 
 
Net profit before minority interests
                      6,730 
Minority interests                      (345)
 
Net profit
                      6,385 
 
Additional information3
                        
Total assets  312,520   21,928   1,151,750   46,837   (147,035)  1,386,000 
Total liabilities and minority interests  303,382   20,917   1,138,133   41,732   (153,610)  1,350,554 
Capital expenditure  436   17   424   68   436   1,381 
 

For internal management reporting purposes we measure credit loss expense using an expected loss concept. The segment reporting for all periodstable below shows Business Group performance consistent with the way in which our businesses are managed and the way Business Group performance is measured. Expected credit loss reflects the changesaverage annual costs that are expected to arise from positions in the structure implemented during 2002. Priorcurrent portfolio that become impaired in the future. The Adjusted expected credit loss reported for each Business Group is the Expected credit loss on its portfolio, plus the difference between Credit loss expense and Expected credit loss, amortized over a three year amounts have been restated to conform to currentperiod. The difference between these Adjusted expected credit loss figures and the Credit loss expense recorded at Group level for financial reporting purposes is reported in the Corporate Center.

                         
  Wealth          Wealth       
  Management &  Global Asset  Investment  Management  Corporate    
CHF million Business Banking  Management  Bank  USA  Center  UBS 
 
Income1
  12,052   1,737   14,120   5,190   989   34,088 
 
Expected credit loss
  (542)  0   (94)  (8)  528   (116)
Deferral
  411   0   (45)  0   (366)  0 
 
Adjusted expected credit loss  (131)  0   (139)  (8)  162   (116)
 
Total operating income  11,921   1,737   13,981   5,182   1,151   33,972 
 
Personnel expenses  4,584   816   7,357   3,712   762   17,231 
General and administrative expenses  2,116   407   2,130   988   445   6,086 
Depreciation  384   29   327   151   473   1,364 
Amortization of goodwill and other intangible assets2
  75   153   278   336   101   943 
 
Total operating expenses  7,159   1,405   10,092   5,187   1,781   25,624 
 
Business Group performance before tax
  4,762   332   3,889   (5)  (630)  8,348 
Tax expense                      1,618 
 
Net profit before minority interests
                      6,730 
Minority interests                      (345)
 
Net profit
                      6,385 
 
1 Impairments on private equity and other financial investments for the year presentation.ended 31 December 2003 were as follows: Wealth Management & Business Banking CHF 18 million; Global Asset Management CHF 2 million; Investment Bank CHF 371 million; Wealth Management USA CHF 1 million; Corporate Center CHF 149 million.  2 For further information regarding goodwill and other intangible assets by Business Group, please see Note 15: Goodwill and Other Intangible Assets.  3 The funding surplus or requirement is reflected in each Business Group and adjusted in Corporate Center.

102


For the year ended 31 December 2002

                                    
 UBS Wealth UBS          Wealth Wealth     
 Management & Global Asset UBS UBS Corporate    Management & Global Asset Investment Management Corporate   
CHF million Business Banking Management Warburg PaineWebber Center UBS Group  Business Banking Management Bank USA Center UBS 


Income1
 12,928 1,953 12,498 5,561 1,387 34,327  12,184 1,655 12,498 5,561 2,429 34,327 
Credit loss expense2
  (314) 0  (128)  (13) 249  (206)
Credit loss (expense) / recovery  (238) 0 35  (15) 12  (206)


Total operating income 12,614 1,953 12,370 5,548 1,636 34,121  11,946 1,655 12,533 5,546 2,441 34,121 


Personnel expenses 4,810 946 7,878 4,245 645 18,524  4,596 774 7,878 4,245 1,031 18,524 
General and administrative expenses 2,317 513 2,378 1,263 601 7,072  2,251 447 2,378 1,263 733 7,072 
Depreciation 480 37 382 149 473 1,521  448 29 382 149 513 1,521 
Amortization of goodwill and other intangible assets3
 111 270 364 1,691 24 2,460 
Amortization of goodwill and other intangible assets2
 97 186 364 1,691 122 2,460 


Total operating expenses 7,718 1,766 11,002 7,348 1,743 29,577  7,392 1,436 11,002 7,348 2,399 29,577 


Business Group performance before tax
  4,896   187   1,368   (1,800)  (107)  4,544 
Business Group contribution before tax
 4,554 219 1,531  (1,802) 42 4,544 
Tax expense 678  678 


Net profit before minority interests
  3,866  3,866 
Minority interests  (331)  (331)


Net profit
  3,535  3,535 


Other information as at 31 December 20024
 
Additional information3
 
Total assets 310,722 4,428 933,962 39,610  (107,604)  1,181,118  310,722 4,428 933,962 39,610  (107,604) 1,181,118 
Total liabilities and minority interests 302,272 2,937 921,446 33,225  (117,753)  1,142,127  302,272 2,937 921,446 33,225  (117,753) 1,142,127 
Capital expenditure 380 20 473 185 705  1,763  380 20 473 185 705 1,763 


For internal management reporting purposes we measure credit loss expense using an expected loss concept. The table below shows Business Group performance consistent with the way in which our businesses are managed and the way Business Group performance is measured. Expected credit loss reflects the average annual costs that are expected to arise from positions in the current portfolio that become impaired in the future. The Adjusted expected credit loss reported for each Business Group is the Expected credit loss on its portfolio, plus the difference between Credit loss expense and Expected credit loss, amortized over a three year period. The difference between these Adjusted expected credit loss figures and the Credit loss expense recorded at Group level for financial reporting purposes is reported in the Corporate Center.

                         
  Wealth          Wealth       
  Management &  Global Asset  Investment  Management  Corporate    
CHF million Business Banking  Management  Bank  USA  Center  UBS 
 
Income1
  12,184   1,655   12,498   5,561   2,429   34,327 
 
Expected credit loss
  (567)  0   (126)  (13)  500   (206)
Deferral
  255   0   (2)  0   (253)  0 
 
Adjusted expected credit loss  (312)  0   (128)  (13)  247   (206)
 
Total operating income  11,872   1,655   12,370   5,548   2,676   34,121 
 
Personnel expenses  4,596   774   7,878   4,245   1,031   18,524 
General and administrative expenses  2,251   447   2,378   1,263   733   7,072 
Depreciation  448   29   382   149   513   1,521 
Amortization of goodwill and other intangible assets2
  97   186   364   1,691   122   2,460 
 
Total operating expenses  7,392   1,436   11,002   7,348   2,399   29,577 
 
Business Group performance before tax
  4,480   219   1,368   (1,800)  277   4,544 
Tax expense                      678 
 
Net profit before minority interests
                      3,866 
Minority interests                      (331)
 
Net profit
                      3,535 
 
1Impairments on private equity and other financial investments for the year ended 31 December 2002 were as follows: UBS Wealth Management & Business Banking CHF 32 million; UBS Global Asset Management CHF 1 million; UBS WarburgInvestment Bank CHF 1,703 million; Corporate Center CHF 208 million.  2In order to show the relevant Business Group performance over time, adjusted expected loss figures rather than the IFRS actual net credit loss expense are reported for each Business Group. The adjusted expected loss is the statistically derived actuarial expected loss which reflects the inherent counterparty and country risks in the respective portfolios, plus the deferred releases representing the amortized historical differences between actual credit losses and actuarial expected loss. The difference between the adjusted expected loss figures and the IFRS actual net credit loss expense recorded at Group level for financial reporting purposes is reported in the Corporate Center. The Business Group breakdown of the net credit loss expense for financial reporting purposes of CHF 206 million for the year ended 31 December 2002 is as follows: UBS Wealth Management & Business Banking CHF 241 million expense, UBS Warburg CHF 35 million recovery, UBS PaineWebber CHF 15 million expense and Corporate Center CHF 15 million recovery.     3For further information aboutregarding goodwill and other intangible assets by Business Group, please see Note 15: Goodwill and Other Intangible Assets.  43The funding surplus or requirement is reflected in each Business Group and adjusted in Corporate Center.

97103


 

UBS Group Financial Statements
Notes to the Financial Statements



For the year ended 31 December 2001

                                
 UBS Wealth UBS          Wealth Wealth     
 Management & Global Asset UBS UBS Corporate    Management & Global Asset Investment Management Corporate   
CHF million Business Banking Management Warburg PaineWebber Center UBS Group  Business Banking Management Bank USA Center UBS 


Income1
 13,488 2,218 14,715 6,391 800 37,612  12,782 1,963 14,715 6,391 1,761 37,612 
Credit loss expense2
  (604) 0  (112)  (18) 236  (498)
Credit loss (expense) / recovery  (124) 0  (360)  (15) 1  (498)


Total operating income 12,884 2,218 14,603 6,373 1,036 37,114  12,658 1,963 14,355 6,376 1,762 37,114 


Personnel expenses 4,825 1,038 8,354 5,019 592 19,828  4,558 886 8,354 5,019 1,011 19,828 
General and administrative expenses 2,434 569 2,650 1,441 537 7,631  2,319 498 2,650 1,441 723 7,631 
Depreciation 616 46 456 124 372 1,614  568 38 456 124 428 1,614 
Amortization of goodwill and other intangible assets109 286 402 502 24 1,323 
Amortization of goodwill and other intangible assets2
 100 196 402 502 123 1,323 


Total operating expenses 7,984 1,939 11,862 7,086 1,525 30,396  7,545 1,618 11,862 7,086 2,285 30,396 


Business Group performance before tax
  4,900   279   2,741   (713)  (489)  6,718 
Business Group contribution before tax
 5,113 345 2,493  (710)  (523) 6,718 
Tax expense 1,401  1,401 


Net profit before minority interests
  5,317  5,317 
Minority interests  (344)  (344)


Net profit
  4,973  4,973 


Other information as at 31 December 20013
 
Additional information3
 
Total assets 313,800 6,335 1,005,397 39,747  (111,982)  1,253,297  313,800 6,335 1,005,397 39,747  (111,982) 1,253,297 
Total liabilities and minority interests 304,988 4,367 992,272 31,556  (123,416)  1,209,767  304,988 4,367 992,272 31,556  (123,416) 1,209,767 
Capital expenditure 540 37 337 296 811  2,021  540 37 337 296 811 2,021 


For internal management reporting purposes we measure credit loss expense using an expected loss concept. The table below shows Business Group performance consistent with the way in which our businesses are managed and the way Business Group performance is measured. Expected credit loss reflects the average annual costs that are expected to arise from positions in the current portfolio that become impaired in the future. The Adjusted expected credit loss reported for each Business Group is the Expected credit loss on its portfolio, plus the difference between credit loss expense and Expected credit loss, amortized over a three year period. The difference between these Adjusted expected credit loss figures and the Credit loss expense recorded at Group level for financial reporting purposes is reported in the Corporate Center.

                         
  Wealth          Wealth       
  Management &  Global Asset  Investment  Management  Corporate    
CHF million Business Banking  Management  Bank  USA  Center  UBS 
 
Income1
  12,782   1,963   14,715   6,391   1,761   37,612 
 
Expected credit loss
  (719)  0   (150)  (18)  389   (498)
Deferral
  118   0   38   0   (156)  0 
 
Adjusted expected credit loss  (601)  0   (112)  (18)  233   (498)
 
Total operating income  12,181   1,963   14,603   6,373   1,994   37,114 
 
Personnel expenses  4,558   886   8,354   5,019   1,011   19,828 
General and administrative expenses  2,319   498   2,650   1,441   723   7,631 
Depreciation  568   38   456   124   428   1,614 
Amortization of goodwill and other intangible assets2
  100   196   402   502   123   1,323 
 
Total operating expenses  7,545   1,618   11,862   7,086   2,285   30,396 
 
Business Group performance before tax
  4,636   345   2,741   (713)  (291)  6,718 
Tax expense                      1,401 
 
Net profit before minority interests
                      5,317 
Minority interests                      (344)
 
Net profit
                      4,973 
 
1Impairments on private equity and other financial investments for the year ended 31 December 2001 were as follows: UBS Wealth Management & Business Banking CHF 109 million; UBS Global Asset Management CHF 3 million; UBS WarburgInvestment Bank CHF 1,143 million; Corporate Center CHF 39 million.  2In order to show the relevant For further information regarding goodwill and other intangible assets by Business Group, performance over time, adjusted expected loss figures rather than the IFRS actual net credit loss expense are reported for each Business Group. The adjusted expected loss is the statistically derived actuarial expected loss which reflects the inherent counterpartyplease see Note 15: Goodwill and country risks in the respective portfolios, plus the deferred releases representing the amortized historical differences between actual credit losses and actuarial expected loss. The difference between the adjusted expected loss figures and the IFRS actual net credit loss expense recorded at Group level for financial reporting purposes is reported in the Corporate Center. The Business Group breakdown of the net credit loss expense for financial reporting purposes of CHF 498 million for the year ended 31 December 2001 is as follows: UBS Wealth Management & Business Banking CHF 123 million expense, UBS Warburg CHF 360 million expense and UBS PaineWebber CHF 15 million expense.Other Intangible Assets.  3The funding surplus or requirement is reflected in each Business Group and adjusted in Corporate Center.

For the year ended 31 December 2000

                         
  UBS Wealth  UBS             
  Management &  Global Asset  UBS  UBS  Corporate    
CHF million Business Banking  Management  Warburg  PaineWebber  Center  UBS Group 

Income1
  14,355   2,078   18,240   1,214   385   36,272 
Credit loss expense/recovery2
  (785)  0   (243)  (3)  1,161   130 

Total operating income  13,570   2,078   17,997   1,211   1,546   36,402 

Personnel expenses  5,151   941   9,451   1,098   522   17,163 
General and administrative expenses  2,478   434   2,755   344   754   6,765 
Depreciation  633   49   564   42   320   1,608 
Amortization of goodwill and other intangible assets81   267   192   84   43   667 

Total operating expenses  8,343   1,691   12,962   1,568   1,639   26,203 

Business Group performance before tax
  5,227   387   5,035   (357)  (93)  10,199 
Tax expense                      2,320 

Net profit before minority interests
                      7,879 
Minority interests                      (87)

Net profit
                      7,792 

Other information as at 31 December 20003
                        
Total assets  281,984   7,558   817,264   50,691   (69,945)  1,087,552 
Total liabilities and minority interests  272,173   5,787   803,159   41,826   (80,226)  1,042,719 

1Impairments on private equity and other financial investments for the year ended 31 December 2000 were as follows: UBS Warburg CHF 442 million; Corporate Center CHF 65 million.     2In order to show the relevant Business Group performance over time, adjusted expected loss figures rather than the IFRS actual net credit loss expense are reported for each Business Group. The adjusted expected loss is the statistically derived actuarial expected loss which reflects the inherent counterparty and country risks in the respective portfolios, plus the deferred releases representing the amortized historical differences between actual credit losses and actuarial expected loss. The difference between the adjusted expected loss figures and the IFRS actual net credit loss expense recorded at Group level for financial reporting purposes is reported in the Corporate Center. The Business Group breakdown of the net credit loss recovery for financial reporting purposes of CHF 130 million for the year ended 31 December 2000 is as follows: UBS Wealth Management & Business Banking CHF 695 million recovery, UBS Warburg CHF 562 million expense and UBS PaineWebber CHF 3 million expense.     3The funding surplus or requirement is reflected in each Business Group and adjusted in Corporate Center.

98104


 

Note 2b Segment Reporting by Geographic Location



The geographic analysis of total assets is based on customer domicile whereas operating income and capital expenditure is based on the location of the office in which the transactions and assets are recorded. Because of the global nature of financial markets the Group’s business is managed on an integrated basis worldwide, with a view to profitability by product line. The geographicalgeo-

graphic analysis of operating income, total assets, and capital expenditure is provided in order to comply with IFRS, and does not reflect the way the Group is managed. Management believes that analysis by Business Group, as shown in Note 2a to these Financial Statements, is a more meaningful representation of the way in which the Group is managed.



For the year ended 31 December 2003

                         
  Total operating income Total assets Capital expenditure
  CHF million  Share %  CHF million  Share %  CHF million  Share % 
 
Switzerland  13,278   39   180,629   13   689   50 
Rest of Europe / Africa / Middle East  6,057   18   430,901   31   247   18 
Americas  12,923   38   688,762   50   411   30 
Asia Pacific  1,714   5   85,708   6   34   2 
 
Total
  33,972   100   1,386,000   100   1,381   100 
 

For the year ended 31 December 2002

                  
 Total operating income Total assets Capital expenditure                         
 
 
 
  Total operating income Total assets Capital expenditure
 CHF million Share % CHF million Share % CHF million Share %  CHF million Share % CHF million Share % CHF million Share % 


Switzerland 14,307 42 174,878 15 885 51  14,307 42 174,878 15 885 51 
Rest of Europe 6,837 20 256,110 22 199 11 
Rest of Europe / Africa / Middle East 6,850 20 258,147 22 199 11 
Americas 11,055 32 669,823 56 635 36  11,055 32 669,823 56 635 36 
Asia/Pacific 1,909 6 78,270 7 44 2 
Africa/Middle East 13 0 2,037 0 0 0 
Asia Pacific 1,909 6 78,270 7 44 2 


Total
  34,121   100   1,181,118   100   1,763   100  34,121 100 1,181,118 100 1,763 100 


For the year ended 31 December 2001

                         
  Total operating income   Total assets  Capital expenditure 
  
  
  
 
  CHF million  Share %  CHF million  Share %  CHF million  Share % 

Switzerland  14,223   38   195,321   16   1,039   52 
Rest of Europe  7,411   20   236,775   19   303   15 
Americas  13,587   37   691,157   55   630   31 
Asia/Pacific  1,859   5   126,725   10   48   2 
Africa/Middle East  34   0   3,319   0   1   0 

Total
  37,114   100   1,253,297   100   2,021   100 

For the year ended 31 December 2000

                  
 Total operating income Total assets Capital expenditure                         
 
 
 
  Total operating income Total assets Capital expenditure
 CHF million Share % CHF million Share % CHF million Share %  CHF million Share % CHF million Share % CHF million Share % 


Switzerland 15,836 44 211,851 19 1,135 43  14,223 38 195,321 16 1,039 52 
Rest of Europe 10,907 30 305,342 28 311 12 
Rest of Europe / Africa / Middle East 7,445 20 240,094 19 304 15 
Americas 6,976 19 474,617 44 1,169 44  13,587 37 691,157 55 630 31 
Asia/Pacific 2,626 7 87,831 8 36 1 
Africa/Middle East 57 0 7,911 1 8 0 
Asia Pacific 1,859 5 126,725 10 48 2 


Total
  36,402   100   1,087,552   100   2,659   100  37,114 100 1,253,297 100 2,021 100 




99105


 

UBS Group Financial Statements
Notes to the Financial Statements



Income Statement

 

Note 3 Net Interest and Trading Income



Net

Accounting standards require separate disclosure of net interest Income

                 
CHF million             % change from 
For the year ended 31.12.02  31.12.01  31.12.00  31.12.01 

Interest income
                
Interest earned on loans and advances  11,600   16,955   20,413   (32)
Interest earned on securities borrowed and reverse repurchase agreements  11,184   18,337   19,088   (39)
Interest and dividend income from financial investments  165   453   402   (64)
Interest and dividend income from trading portfolio  17,014   16,532   11,842   3 

Total  39,963   52,277   51,745   (24)

Interest expense
                
Interest on amounts due to banks and customers  6,383   14,088   15,660   (55)
Interest on securities lent and repurchase agreements  10,081   14,517   14,915   (31)
Interest and dividend expense from trading portfolio  8,366   7,815   5,309   7 
Interest on debt issued  4,587   7,816   7,731   (41)

Total  29,417   44,236   43,615   (33)

Net interest income
  10,546   8,041   8,130   31 

Netincome and net trading income

                 
CHF million             % change from 
For the year ended 31.12.02  31.12.01  31.12.00  31.12.01 

Equities  2,638   4,026   7,754   (34)
Fixed income1
  1,061   2,731   912   (61)
Foreign exchange and other  1,873   2,045   1,287   (8)

Net trading income
  5,572   8,802   9,953   (37)

1 Includes commodities trading income.

Net (see the tables on the following page). This required disclosure, however, does not take into account that net interest and trading income

                 
CHF million             % change from 
For the year ended 31.12.02  31.12.01  31.12.00  31.12.01 

Net interest income  10,546   8,041   8,130   31 
Net trading income  5,572   8,802   9,953   (37)

Total net interest and trading income
  16,118   16,843   18,083   (4)

                 
Breakdown by business activity:                

Net income from interest margin products  5,275   5,694   5,430   (7)
Net income from trading activities  10,605   11,529   12,642   (8)
Net income from treasury activities  1,667   1,424   762   17 
Other1
  (1,429)  (1,804)  (751)  21 

Total net interest and trading income
  16,118   16,843   18,083   (4)

are generated by a range of different business activities. In many cases, a particular business activity can generate both net interest and trading income. Fixed income trading activity, for example, generates both trading profits and coupon income. UBS management therefore analyzes net interest

and trading income according to the business activity generating it. The table below provides information that corresponds to this management view. For example, net income from trading activities is further broken down into the four sub-components of Equities, Fixed income, Foreign exchange and Other. These activities generate both types of income (interest and trading revenue) and therefore this analysis is not comparable to the breakdown provided in the third table on the next page (Net trading income only).



Net Interest and Trading Income

                 
CHF million         % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Net interest income  12,299   10,546   8,041   17 
Net trading income  3,883   5,572   8,802   (30)
 
Total net interest and trading income
  16,182   16,118   16,843   0 
 

Breakdown by business activity

                 
CHF million         % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Net income from interest margin products
  5,077   5,275   5,694   (4)
 
Equities  2,464   2,794   3,661   (12)
Fixed Income  6,530   6,041   6,294   8 
Foreign Exchange  1,501   1,500   1,490   0 
Other  315   270   84   17 
 
Net income from trading activities
  10,810   10,605   11,529   2 
 
Net income from treasury activities
  1,415   1,667   1,424   (15)
 
Other1
  (1,120)  (1,429)  (1,804)  22 
 
Total net interest and trading income
  16,182   16,118   16,843   0 
 
1 Principally external funding costs of the Paine Webber Group, Inc. acquisition.



106


Note 3 Net Interest and Trading Income (continued)

Net interest Income1

                 
CHF million         % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Interest income
                
Interest earned on loans and advances  10,542   11,600   16,955   (9)
Interest earned on securities borrowed and reverse repurchase agreements  11,148   11,184   18,337   0 
Interest and dividend income from financial investments  75   165   453   (55)
Interest and dividend income from trading portfolio  18,394   17,014   16,532   8 
 
Total
  40,159   39,963   52,277   0 
 
Interest expense
                
Interest on amounts due to banks and customers  5,093   6,383   14,088   (20)
Interest on securities lent and repurchase agreements  9,623   10,081   14,517   (5)
Interest and dividend expense from trading portfolio  10,101   8,366   7,815   21 
Interest on debt issued  3,043   4,587   7,816   (34)
 
Total
  27,860   29,417   44,236   (5)
 
Net interest income
  12,299   10,546   8,041   17 
 

Net trading income1

                 
CHF million         % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Equities  1,679   2,638   4,026   (36)
Fixed income2
  452   1,061   2,731   (57)
Foreign exchange and other  1,752   1,873   2,045   (6)
 
Net trading income
  3,883   5,572   8,802   (30)
 
1 Please refer to the table “Net Interest and Trading Income” on the previous page for the Equities, Fixed Income, Foreign exchange and Other business results (for an explanation, read the corresponding introductory comment).  2 Includes commodities trading income.

Note 4 Net Fee and Commission Income

                 
CHF million         % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Underwriting fees  2,354   2,134   2,158   10 
Corporate finance fees  761   848   1,339   (10)
Brokerage fees  5,608   5,987   6,445   (6)
Investment fund fees  3,895   4,033   4,276   (3)
Fiduciary fees  241   300   355   (20)
Custodian fees  1,201   1,302   1,356   (8)
Portfolio and other management and advisory fees  3,855   4,065   4,650   (5)
Insurance-related and other fees  355   417   538   (15)
 
Total securities trading and investment activity fees  18,270   19,086   21,117   (4)
 
Credit-related fees and commissions  249   275   307   (9)
Commission income from other services  1,087   1,006   946   8 
 
Total fee and commission income  19,606   20,367   22,370   (4)
 
Brokerage fees paid  1,483   1,349   1,281   10 
Other  778   797   878   (2)
 
Total fee and commission expense  2,261   2,146   2,159   5 
 
Net fee and commission income
  17,345   18,221   20,211   (5)
 



107


Financial Statements
Notes to the Financial Statements

 

Note 5 Other Income

                 
CHF million         % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Gains / losses from disposal of associates and subsidiaries
                
Net gain from disposal of:                
Consolidated subsidiaries  160   228   3   (30)
Investments in associates  2   0   0     
 
Total
  162   228   3   (29)
 
Financial investments available for sale
                
Net gain from disposal of:                
Private equity investments  352   273   454   29 
Other financial investments  90   457   256   (80)
Impairment charges on private equity investments and other financial investments  (541)  (1,944)  (1,294)  72 
 
Total
  (99)  (1,214)  (584)  92 
 
Net income from investments in property  75   90   68   (17)
Equity in income of associates  123   7   72     
Other  300   877   999   (66)
 
Total other income
  561   (12)  558     
 

Note 6 Personnel Expenses

                 
CHF million         % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Salaries and bonuses  13,478   14,219   15,238   (5)
Contractors  539   579   729   (7)
Insurance and social contributions  923   939   984   (2)
Contribution to retirement plans  721   676   603   7 
Other personnel expenses  1,570   2,111   2,274   (26)
 
Total personnel expenses
  17,231   18,524   19,828   (7)
 

Note 7 General and Administrative Expenses

                 
CHF million         % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Occupancy  1,304   1,354   1,314   (4)
Rent and maintenance of machines and equipment  708   665   632   6 
Telecommunications and postage  864   1,019   1,213   (15)
Administration  599   819   906   (27)
Marketing and public relations  398   453   574   (12)
Travel and entertainment  526   600   700   (12)
Professional fees  589   568   667   4 
IT and other outsourcing  844   1,036   1,224   (19)
Other  254   558   401   (54)
 
Total general and administrative expenses
  6,086   7,072   7,631   (14)
 



100108


 

Note 4 Net Fee and Commission Income

                 
CHF million             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Underwriting fees  2,134   2,158   1,434   (1)
Corporate finance fees  848   1,339   1,772   (37)
Brokerage fees  5,987   6,445   5,742   (7)
Investment fund fees  4,033   4,276   2,821   (6)
Fiduciary fees  300   355   351   (15)
Custodian fees  1,302   1,356   1,439   (4)
Portfolio and other management and advisory fees  4,065   4,650   3,666   (13)
Insurance-related and other fees  417   538   111   (22)

Total securities trading and investment activity fees  19,086   21,117   17,336   (10)

Credit-related fees and commissions  275   307   310   (10)
Commission income from other services  1,006   946   802   6 

Total fee and commission income  20,367   22,370   18,448   (9)

Brokerage fees paid  1,349   1,281   1,084   5 
Other  797   878   661   (9)

Total fee and commission expense  2,146   2,159   1,745   (1)

Net fee and commission income  18,221   20,211   16,703  ��(10)

Note 5 Other Income

                  
CHF million             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Gains/losses from disposal of associates and subsidiaries                
Net gain from disposal of:                
     Consolidated subsidiaries  228   3   57     
     Investments in associates  0   0   26     

Total  228   3   83     

Financial investments available for sale                
Net gain from disposal of:                
     Private equity investments  273   454   919   (40)
     Other financial investments  457   256   162   79 
Impairment charges on private equity investments and other financial investments  (1,944)  (1,294)  (507)  (50)

Total  (1,214)  (584)  574   (108)

Net income from investments in property  90   68   96   32 
Equity in income of associates  7   72   58   (90)
Other  877   999   675   (12)

Total other income  (12)  558   1,486     


101


UBS Group Financial Statements
Notes to the Financial Statements

Note 6 Personnel Expenses

                 
CHF million             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Salaries and bonuses  14,219   15,238   13,523   (7)
Contractors  579   729   725   (21)
Insurance and social contributions  939   984   959   (5)
Retirement benefit expenses  676   603   475   12 
Other personnel expenses  2,111   2,274   1,481   (7)

Total personnel expenses  18,524   19,828   17,163   (7)

Note 7 General and Administrative Expenses

                 
CHF million             % change from 
For the year ended  31.12.02   31.12.01   31.12.00   31.12.01 

Occupancy  1,354   1,314   979   3 
Rent and maintenance of machines and equipment  665   632   520   5 
Telecommunications and postage  1,019   1,213   914   (16)
Administration  819   906   750   (10)
Marketing and public relations  453   574   480   (21)
Travel and entertainment  600   700   656   (14)
Professional fees  568   667   660   (15)
IT and other outsourcing  1,036   1,224   1,246   (15)
Other  558   401   560   39 

Total general and administrative expenses  7,072   7,631   6,765   (7)


102


Note 8 Earnings per Share (EPS) and Shares Outstanding

                         
 % change from  % change from 
For the year ended  31.12.02  31.12.01 31.12.00 31.12.01  31.12.03 31.12.02 31.12.01 31.12.02 


Basic Earnings (CHF million)  
Net profit  3,535  4,973 7,792  (29) 6,385 3,535 4,973 81 
Amortization of goodwill and other intangible assets  2,1792 1,323 667 65 

Net profit before goodwill amortization1  5,714  6,296 8,459  (9)


Diluted Earnings (CHF million)  
Net profit  3,535  4,973 7,792  (29) 6,385 3,535 4,973 81 
Less: profit on own equity derivative contracts deemed dilutive  (20)  (99)  (14) 80  1  (20)  (99) 


Net profit for diluted EPS  3,515  4,874 7,778  (28) 6,386 3,515 4,874 82 


Amortization of goodwill and other intangible assets  2,1792 1,323 667 65 

Net profit for diluted EPS before goodwill amortization1  5,694  6,197 8,445  (8)

Weighted average shares outstanding  


Weighted average shares outstanding  1,208,586,678  1,266,038,193 1,209,087,927  (5) 1,116,953,623 1,208,586,678 1,266,038,193  (8)
Potentially dilutive ordinary shares resulting from options and warrants outstanding3  14,796,264  22,539,745 16,489,773  (34)
Potentially dilutive ordinary shares resulting from options and warrants outstanding1
 21,847,002 14,796,264 22,539,745 48 


Weighted average shares outstanding for diluted EPS  1,223,382,942  1,288,577,938 1,225,577,700  (5) 1,138,800,625 1,223,382,942 1,288,577,938  (7)


Earnings per share (CHF)  


Basic EPS  2.92  3.93 6.44  (26) 5.72 2.92 3.93 96 
Basic EPS before goodwill amortization1  4.73  4.97 7.00  (5)
Diluted EPS  2.87  3.78 6.35  (24) 5.61 2.87 3.78 95 
Diluted EPS before goodwill amortization1  4.65  4.81 6.89  (3)


1 Excludes the amortization of goodwill and other intangible assets.    2 Includes an income tax benefit of CHF 281 million for the writedown of the PaineWebber brandname.    3 Total equivalent shares outstanding on options that were not dilutive for the respective periods but could potentially dilute earnings per share in the future were 37,234,538, 75,385,368 28,741,886 and 27,524,28028,741,886 for the years ended 31 December 2003, 31 December 2002 and 31 December 2001, and 31 December 2000, respectively.
                                
Shares outstandingShares outstanding % change from  % change from 
As atAs at  31.12.02  31.12.01 31.12.00 31.12.01  31.12.03 31.12.02 31.12.01 31.12.02 


Total ordinary shares issuedTotal ordinary shares issued  1,256,297,678  1,281,717,499 1,333,139,187  (2) 1,183,046,764 1,256,297,678 1,281,717,499  (6)
Own shares to be delivered 28,444,788 
Second trading line treasury sharesSecond trading line treasury shares  
  2000 program 55,265,349 
  2001 program 23,064,356 
  2002 first program  67,700,000  
  2002 second program  6,335,080  
2001 program 23,064,356 
2002 first program 67,700,000 
2002 second program 6,335,080 
2003 program 56,707,000 
Other treasury sharesOther treasury shares  23,146,014  18,190,595 0 27  54,653,692 23,146,014 18,190,595 136 


Total treasury sharesTotal treasury shares  97,181,094  41,254,951 55,265,349 136  111,360,692 97,181,094 41,254,951 15 


Shares outstandingShares outstanding  1,159,116,584  1,240,462,548 1,306,318,626  (7) 1,071,686,072 1,159,116,584 1,240,462,548  (8)




103109


 

UBS Group Financial Statements
Notes to the Financial Statements



Balance Sheet: Assets

 

Note 9a Due from Banks and Loans

By type of exposure

          
CHF million  31.12.02   31.12.01 

Banks  32,911   28,261 
Allowance for credit losses  (443)  (735)

Net due from banks  32,468   27,526 

Loans        
 Mortgages  127,869   126,211 
 Other loans  88,590   107,512 

Subtotal  216,459   233,723 
Allowance for credit losses  (4,812)  (7,178)

Net loans  211,647   226,545 

Net due from banks and loans  244,115   254,071 

thereof subordinated  115   249 

By geographical region(based on the location of the borrower)

         
CHF million  31.12.02   31.12.01 

Switzerland  151,604   158,996 
Rest of Europe  38,131   42,279 
Americas  48,412   42,809 
Asia/Pacific  10,002   15,986 
Africa/Middle East  1,221   1,914 

Subtotal  249,370   261,984 
Allowance for credit losses  (5,255)  (7,913)

Net due from banks and loans  244,115   254,071 

By type of collateral

        
CHF million 31.12.03 31.12.02 
Banks 32,024 32,911 
Allowance for credit losses  (357)  (443)
Net due from banks 31,667 32,468 
Loans 
Residential mortgages 110,239 108,779 
Commercial mortgages 18,903 19,090 
Other loans 87,041 88,590 
Subtotal 216,183 216,459 
Allowance for credit losses  (3,679)  (4,812)
Net loans 212,504 211,647 
Net due from banks and loans
 244,171 244,115 
thereof subordinated
 23 115 
 
By geographic region (based on the location of the borrower)By geographic region (based on the location of the borrower)
 
CHF million
 31.12.03 31.12.02 
Switzerland 152,374 151,604 
Rest of Europe / Africa / Middle East 43,842 39,352 
Americas 42,653 48,412 
Asia Pacific 9,338 10,002 
Subtotal 248,207 249,370 
Allowance for credit losses  (4,036)  (5,255)
Net due from banks and loans
 244,171 244,115 
 
By type of collateral
 
         
CHF million  31.12.02  31.12.01  31.12.03 31.12.02 


Secured by real estate  129,525  128,259  130,740 129,525 
Collateralized by securities  26,769  30,635  28,062 26,769 
Guarantees and other collateral  12,398  20,217  18,507 12,398 
Unsecured  80,678  82,873  70,898 80,678 


Subtotal  249,370  261,984  248,207 249,370 
Allowance for credit losses  (5,255)  (7,913)  (4,036)  (5,255)


Net due from banks and loans  244,115  254,071  244,171 244,115 




104110


 

Note 9b Allowances and Provisions for Credit Losses

                              
 Specific Country risk  Specific Country risk     
 allowances and allowances and Total Total  allowances and allowances and Total Total 
CHF million provisions provisions  31.12.02  31.12.01  provisions provisions 31.12.03 31.12.02 


Balance at the beginning of the year  7,212   1,006   8,218  10,581  4,885 736 5,621 8,218 
Write-offs  (2,508)  (28)  (2,536)  (3,008)  (1,413)  (23)  (1,436)  (2,536)
Recoveries  63   7   70  81  87 0 87 70 
Increase/(decrease) in credit loss allowance and provision  365   (159)  206  498 
Increase / (decrease) in credit loss allowance and provision 191  (75)  116 206 
Foreign currency translation and other adjustments  (247)  (90)  (337) 66   (28)  (34)  (62)  (337)
Transfers1
 318  (318) 0 0 


Balance at the end of the year  4,885   736   5,621  8,218  4,040 286  4,326 5,621 


 
CHF million  31.12.02  31.12.01   31.12.03 31.12.02 


As a reduction of Due from banks  443  735   357 443 
As a reduction of Loans  4,812  7,178   3,679 4,812 


Subtotal  5,255  7,913  4,036 5,255 
Included in other liabilities 
related to commitments and contingent liabilities  366  305 
Included in other liabilities related to commitments and contingent liabilities 290 366 


Total allowances and provisions for credit losses  5,621  8,218  4,326 5,621 


1 Transfer to identified counterparties of specifically allocated country provisions against rescheduled and/or defaulted sovereign and quasi-sovereign claims.

Note 9c Impaired Due from Banks and Loans

         
CHF million  31.12.02   31.12.01 

Impaired loans1, 2  10,365   14,629 
Amount of allowance for credit losses related to impaired loans  4,892   7,294 
Average impaired loans3  12,623   16,555 

         
CHF million 31.12.03  31.12.02 
 
Total gross impaired due from banks and loans1, 2
  7,606   10,365 
Allowance for impaired due from banks  245   291 
Allowance for impaired loans  3,561   4,601 
 
Total allowances for credit losses related to impaired due from banks and loans  3,806   4,892 
Average total gross impaired due from banks and loans3
  8,985   12,623 
 
1 All impaired due from banks and loans have a specific allowance for credit losses.  2 Interest income on impaired due from banks and loans was CHF 279 million for 2003 and CHF 428 million for 2002 and CHF 504 million for 2001.2002.  3 Average balances were calculated from quarterly data.
         
CHF million 31.12.03  31.12.02 
 
Total gross impaired due from banks and loans  7,606   10,365 
Estimated liquidation proceeds of collateral  2,465   3,531 
 
Net impaired due from banks and loans  5,141   6,834 
Specific allowances and provisions  3,806   4,892 
 



105111


 

UBS Group Financial Statements
Notes to the Financial Statements

 

Note 9d Non-Performing Due from Banks and Loans

An impairedA loan (included in due from banks or loans) is classified as non-performing when the contractual paymentspayment of interest, principal and/or interest are in arrears forfees is overdue by more than 90 days or more.– as required by Swiss regulatory guidelines as at 31 December 2003 – when insolvency proceedings have commenced or obligations have been restructured on concessionary terms. Prior year numbers have not been restated.

         
CHF million  31.12.02   31.12.01 

Non-performing loans  6,029   8,639 
Amount of allowance for credit losses related to non-performing loans  3,485   5,374 
Average non-performing loans1  7,361   9,648 

         
CHF million 31.12.03  31.12.02 
 
Total gross non-performing due from banks and loans  4,959   6,029 
Total allowances for credit losses related to non-performing due from banks and loans  2,815   3,485 
Average total gross non-performing due from banks and loans1
  5,482   7,361 
 
1 Average balances are calculated from quarterly data.
         
CHF million  31.12.02   31.12.01 

Non-performing loans at beginning of the year  8,639   10,452 
Net additions/(reductions)  (509)  1,111 
Write-offs and disposals  (2,101)  (2,924)

Non-performing loans at the end of the year  6,029   8,639 

By type of exposure

          
CHF million  31.12.02   31.12.01 

Banks  311   386 

Loans        
 Mortgages  1,972   2,659 
 Other  3,746   5,594 

Total loans  5,718   8,253 

Total non-performing loans  6,029  8,639 

By geographical region(based on the location of the borrower)

         
CHF million  31.12.02   31.12.01 

Switzerland  4,609   6,531 
Rest of Europe  379   466 
Americas  499   737 
Asia/Pacific  300   653 
Africa/Middle East  242   252 

Total non-performing loans  6,029   8,639 

         
CHF million 31.12.03  31.12.02 
 
Non-performing due from banks and loans at the beginning of the year  6,029   8,639 
Net additions / (reductions)  346   (509)
Write-offs and disposals  (1,416)  (2,101)
 
Non-performing due from banks and loans at the end of the year
  4,959   6,029 
 
         
By type of exposure
        
         
CHF million
  31.12.03   31.12.02 
 
Banks  253   311 
 
Loans        
Mortgages  1,470   1,972 
Other  3,236   3,746 
 
Total loans  4,706   5,718 
 
Total non-performing due from banks and loans
  4,959   6,029 
 
         
By geographic region (based on the location of the borrower)
        
         
CHF million
  31.12.03   31.12.02 
 
Switzerland  4,012   4,609 
Rest of Europe / Africa / Middle East  488   621 
Americas  366   499 
Asia Pacific  93   300 
 
Total non-performing due from banks and loans
  4,959   6,029 
 



106112


 

Note 10 Securities Borrowing, Securities Lending, Repurchase and Reverse Repurchase Agreements

The Group enters into collateralized reverse repurchase and repurchase agreements and securities borrowing and securities lending transactions that may result in credit exposure in the event that the counterparty to the transaction is unable to fulfill its contractual obligations. The Group controls credit risk associated with these activities by monitoring counterparty credit exposure and collateral values on a daily basis and requiring additional collateral to be deposited with or returned to the Group when deemed necessary.

Balance sheet assets

                                
 Cash collateral Reverse Cash collateral Reverse  Cash collateral Reverse Cash collateral Reverse 
 on securities Repurchase on securities Repurchase  on securities repurchase on securities repurchase 
 borrowed agreements borrowed agreements  borrowed agreements borrowed agreements 
CHF million  31.12.02   31.12.02  31.12.01 31.12.01  31.12.03 31.12.03 31.12.02 31.12.02 


By counterparty:  
Banks  122,764   201,269  155,214 197,902  172,783 237,212 122,764 201,269 
Customers  16,288   92,817  7,724 71,354  41,149 83,375 16,288 92,817 


Total  139,052   294,086  162,938 269,256  213,932 320,587 139,052 294,086 


Balance sheet liabilities

                                
 Cash collateral Cash collateral  Cash collateral Cash collateral   
 on securities Repurchase on securities Repurchase  on securities Repurchase on securities Repurchase 
 lent agreements lent agreements  lent agreements lent agreements 
CHF million  31.12.02   31.12.02  31.12.01 31.12.01  31.12.03 31.12.03 31.12.02 31.12.02 


By counterparty:  
Banks  29,748   200,904  27,640 213,942  39,587 263,905 29,748 200,904 
Customers  7,122   165,954  2,677 154,678  13,691 151,958 7,122 165,954 


Total  36,870   366,858  30,317 368,620  53,278 415,863 36,870 366,858 


Under reverse repurchase and securities borrowing arrangements, the Group obtains securities on terms which permit it to repledge or resell the securities to others. Amounts on such terms as at 31 December 20022003 and 31 December 20012002 were as follows:

         
CHF million  31.12.02   31.12.01 

Securities received under reverse repurchase and/or securities borrowing arrangements which can be repledged or resold  641,341   592,903 

thereof repledged/transferred to others in connection with financing activities or to satisfy commitments under short sale transactions  530,188   474,963 

         
CHF million 31.12.03  31.12.02 
 
Securities received under reverse repurchase and /or securities borrowing arrangements which can be repledged or resold  827,602   641,341 
 
thereof repledged /transferred to others in connection with financing activities or to satisfy commitments under short sale transactions
  593,049   530,188 
 



107113


 

UBS Group Financial Statements
Notes to the Financial Statements

 

Note 11 Trading Portfolio

The Group trades money market paper, debt and equity instruments, loans, precious metals foreign currency and derivatives to meet the financial needs of its customers and to generate revenue through its trading activities.revenue. Note 23 provides a description of the various classes of derivatives together with the related notional amounts, whereaswhile Note 10 provides further details about cash collateral on securities borrowed and lent and repurchase and reverse repurchase agreements.

                
CHF million  31.12.02  31.12.01  31.12.03 31.12.02 


Trading portfolio assets  
Money market paper  45,310  63,164  40,003 45,310 


thereof pledged as collateral with central banks  10,475   29,895  6,208 10,475 


Debt instruments  
Swiss government and government agencies  1,140  1,246  1,011 1,140 
US Treasury and government agencies  71,884  95,203  92,250 71,884 
Other government agencies  50,296  18,811  69,755 50,296 
Corporate listed  73,268  108,114  152,413 73,268 
Other unlisted  39,613  26,642  8,457 39,613 


Total  236,201  250,016  323,886 236,201 


thereof pledged as collateral  132,221   153,464  130,093 132,221 
thereof can be repledged or resold by the counterparty  92,460   101,517  104,402 92,460 


Equity instruments  
Listed  66,150  67,772  64,116 66,150 
Unlisted  4,841  6,367  10,507 4,841 


Total  70,991  74,139  74,623 70,991 


thereof pledged as collateral  18,614   21,264  16,426 18,614 
thereof can be repledged or resold by the counterparty  17,905   19,939  16,357 17,905 


Traded loans  11,533  6,139  12,650 11,533 


Precious metals  7,401  4,428  10,610 7,401 


Total trading portfolio assets  371,436  397,886  461,772 371,436 


 
Trading portfolio liabilities  
 
Debt instruments  
Swiss government and government agencies  1,807  565  586 1,807 
US Treasury and government agencies  38,327  25,117  52,377 38,327 
Other government agencies  19,722  12,187  38,369 19,722 
Corporate listed  14,177  10,868  13,537 14,177 
Other unlisted  8,296  30,793  10,851 8,296 


Total  82,329  79,530  115,720 82,329 


Equity instruments  24,124  26,268  28,237 24,124 


Total trading portfolio liabilities  106,453  105,798  143,957 106,453 




108114


Note 12 Financial Investments (available for sale)(available-for-sale)

                
CHF million  31.12.02  31.12.01  31.12.03 31.12.02 


Money market paper  873  6,774  596 873 


Other debt instruments  
Listed  290  1,194  189 290 
Unlisted  885  10,348  72 885 


Total  1,175  11,542  261 1,175 


Equity investments  
Listed  596  1,949  387 596 
Unlisted  1,443  1,819  630 1,443 


Total  2,039  3,768  1,017 2,039 


Private equity investments  4,304  6,719  3,265 4,304 


Total financial investments  8,391  28,803  5,139 8,391 


thereof eligible for discount at central banks  261   10,370  196 261 


115


Financial Statements
Notes to the Financial Statements



Note 12 Financial Investments (available-for-sale) (continued)

The following tables show the unrealized gains and losses not recognized in the income statement for the years ended 20022003 and 2001.2002:

            
 Unrealized gains/losses not recognized in the income statement                        
 
 Unrealized gains / losses not recognized in the income statement
CHF million Fair value Gross gains Gross losses Net, before tax Tax effect Net, after tax  Fair value Gross gains Gross losses Net, before tax Tax effect Net, after tax 


31 December 2002 
31 December 2003
 
Money market paper 873 0 0 0 0 0  596 0 0 0 0 0 
Debt securities issued by the Swiss national government and agencies 16 1 0 1 0 1  14 2 0 2 0 2 
Debt securities issued by Swiss local governments 42 2 0 2 0 2  25 0 0 0 0 0 
Debt securities issued by US Treasury and agencies 0 0 0 0 0 0  0 0 0 0 0 0 
Debt securities issued by foreign governments and official institutions 81 1 0 1 0 1  54 0 0 0 0 0 
Corporate debt securities 964 7 0 7 1 6  156 3 8  (5) 1  (6)
Mortgage-backed securities 23 1 0 1 0 1  0 0 0 0 0 0 
Other debt securities 49 1 1 0 0 0  12 0 0 0 0 0 
Equity securities 2,039 335 31 304 82 222  1,017 296 7 289 58 231 
Private equity investments 4,304 966 223 743 30 713  3,265 781 216 565 0 565 


Total  8,391  1,314  255  1,059  113  946  5,139 1,082 231 851 59 792 


            
 Unrealized gains/losses not recognized in the income statement                        
 
 Unrealized gains / losses not recognized in the income statement
CHF million Fair value Gross gains Gross losses Net, before tax Tax effect Net, after tax  Fair value Gross gains Gross losses Net, before tax Tax effect Net, after tax 


31 December 2001 
31 December 2002
 
Money market paper 6,774 1 0 1 0 1  873 0 0 0 0 0 
Debt securities issued by the Swiss national government and agencies 36 1 0 1 0 1  16 1 0 1 0 1 
Debt securities issued by Swiss local governments 45 1 0 1 0 1  42 2 0 2 0 2 
Debt securities issued by US Treasury and agencies 32 2 0 2 1 1  0 0 0 0 0 0 
Debt securities issued by foreign governments and official institutions 10,089 31 1 30 11 19  81 1 0 1 0 1 
Corporate debt securities 1,218 4 2 2 0 2  964 7 0 7 1 6 
Mortgage-backed securities 5 0 0 0 0 0  23 1 0 1 0 1 
Other debt securities 117 0 0 0 0 0  49 1 1 0 0 0 
Equity securities 3,768 627 65 562 187 375  2,039 335 31 304 82 222 
Private equity investments 6,719 1,189 539 650 15 635  4,304 966 223 743 30 713 


Total  28,803  1,856  607  1,249  214  1,035  8,391 1,314 255 1,059 113 946 


109116


UBS Group Financial Statements
Notes to the Financial Statements


Note 12 Financial Investments (available(available-for-sale) (continued)

The unrealized losses not recognized in the income statement are considered to be temporary on the basis that the investments are intended to be held for sale) (continued)a period of time sufficient to recover their cost, and UBS believes that the evidence indicating that the cost of the investments should be recoverable within a reasonable period of time outweighs the evidence to the contrary. This includes the nature of the investments, valuations and research undertaken by UBS, the current outlook for each investment, offers under negotiation at favourable prices, the duration of the unrealized losses, and the relationship of unrealized losses with unrealized gains on other investments.

     The following table shows the duration of unrealized losses not recognized in the income statement for the year ended 2003:
                         
  Fair Value Unrealized Losses
  Investments  Investments      Investments  Investments    
  with unrealized  with unrealized      with unrealized  with unrealized    
  loss less than  loss more than      loss less than  loss more than    
CHF million 12 months  12 months  Total  12 months  12 months  Total 
 
31 December 2003
                        
Money market paper  0   0   0   0   0   0 
Debt securities issued by the Swiss national government and agencies  0   0   0   0   0   0 
Debt securities issued by Swiss local governments  0   0   0   0   0   0 
Debt securities issued by US Treasury and agencies  0   0   0   0   0   0 
Debt securities issued by foreign governments and official institutions  0   0   0   0   0   0 
Corporate debt securities  0   0   0   8   0   8 
Mortgage-backed securities  0   0   0   0   0   0 
Other debt securities  0   0   0   0   0   0 
Equity securities  6   44   50   3   4   7 
Private equity investments  98   359   457   86   130   216 
 
Total
  104   403   507   97   134   231 
 

Contractual maturities of the investments in debt instruments1

                   
 Within 1 year 1-5 years 5-10 years Over 10 years                                
 
 
 
 
 Within 1 year 1-5 years 5-10 years Over 10 years
CHF million, except percentages Amount Yield (%) Amount Yield (%) Amount Yield (%) Amount Yield (%)  Amount Yield (%) Amount Yield (%) Amount Yield (%) Amount Yield (%) 


31 December 2002 
31 December 2003
 
Swiss national government and agencies 0 0.00 7 4.88 8 3.86 1 4.00  3 6.61 4 2.92 6 3.80 1 4.00 
Swiss local governments 8 4.02 30 3.94 4 3.59 0 0.00  5 3.90 20 2.01 0 0.00 0 0.00 
Foreign governments and official institutions 35 4.63 45 3.13 1 6.12 0 0.00  45 1.89 9 1.49 0 0.00 0 0.00 
Corporate debt securities 675 2.23 249 2.64 19 3.41 21 8.02  81 1.09 68 3.53 7 7.38 0 0.00 
Mortgage-backed securities 4 2.25 15 3.97 4 4.03 0 0.00  0 0.00 0 0.00 0 0.00 0 0.00 
Other debt securities 1 4.77 48 2.65 0 0.00 0 0.00  4 0.00 8 0.00 0 0.00 0 0.00 


Total fair value  723  394  36  22  138 109 13 1 


1 Money market papers have contractual maturities of less than one year.

Proceeds from sales and maturities of investment securities available for sale, excluding private equity, were as follows:

                
CHF million  31.12.02  31.12.01  31.12.03 31.12.02 


Proceeds  1,820  27,910  1379 1,820 
Gross realized gains  479  223  112 479 
Gross realized losses  (21)  (28)  (23)  (21)



Note 13 Investments in Associates

         
CHF million  31.12.02   31.12.01 

Carrying amount at the beginning of the year  697   880 
Additions  51   11 
Disposals  (1)  (216)1
Income  24   74 
Write-offs  (17)  (2)
Dividend paid  (44)  (48)
Foreign currency translation  (5)  (2)

Carrying amount at the end of the year  705   697 

1 Includes a transfer of CHF 172 million to Financial Investments following a review of the level of influence by the bank over certain investees. The impact of this reclassification on net profit is immaterial.

110117


 

Notes to the Financial Statements
Financial Statements



Note 13 Investments in Associates

         
CHF million 31.12.03  31.12.02 
 
Carrying amount at the beginning of the year  705   697 
Additions  1,232   51 
Disposals (285)1  (1)
Income  123   24 
Write-offs  0   (17)
Dividend paid  (30)  (44)
Foreign currency translation  (129)  (5)
 
Carrying amount at the end of the year
  1,616   705 
 
1 CHF 123 million of the amount in disposals has been transferred to financial investments (available-for-sale) or relates to investments which have been fully consolidated at 31 December 2003.

Note 14 Property and Equipment

                                             
 IT, soft- Other  Other       
 Bank- ware and machines  Leasehold IT, software machines       
 occupied Investment communi- and  Own-used Investment improve- and com- and Projects in     
CHF million properties properties1 cation equipment  31.12.02  31.12.01  properties properties1 ments munication equipment progress 31.12.03 31.12.02 


Historical cost  
Balance at the beginning of the year 9,297 893 5,146 4,143  19,479  18,631  9,307 560 1,312 4,105 2,432 234 17,950 19,479 
Additions 147 366 811 439  1,763  2,021  297 5 83 674 120 178 1,357 1,763 
Disposals/write-offs2  (62)  (747)  (1,330)  (449)  (2,588)  (715)
Additions from acquired companies 3 0 14 3 4 0 24 0 
Disposals / write-offs2
  (118)  (89)  (59)  (720)  (126)  (7)  (1,119)  (2,588)
Reclassifications  (34) 50 51  (53)  14   (482)  (46)  (257) 1,257 313  (928)  (125) 214 14 
Foreign currency translation  (41)  (2)  (339)  (336)  (718) 24   (35)  (1)  (62)  (134)  (77) 0  (309)  (718)
Balance at the end of the year 9,307 560  4,3394 3,744  17,950  19,479  9,408 218 2,545 4,241 1,425 280 18,117 17,950 


Accumulated depreciation  
Balance at the beginning of the year 4,039 239 3,932 2,574  10,784  9,721  4,210 211 757 3,240 1,663 0 10,081 10,784 
Depreciation 224 28 926 343  1,521  1,654  221 14 184 859 86 0 1,364 1,521 
Disposals/write-offs2  (34)  (100)  (1,316)  (336)  (1,786)  (403)
Disposals / write-offs2
  (114)  (60)  (50)  (709)  (63) 0  (996)  (1,786)
Reclassifications  (10) 44  (2) 3  35   (189) 49  (145) 715 61  (499) 4 185 35 
Foreign currency translation  (9) 0  (300)  (164)  (473) 1   (1) 0  (36)  (117)  (22) 0  (176)  (473)
Balance at the end of the year 4,210 211 3,240 2,420  10,081  10,784  4,365 20 1,570 3,334 1,165 4 10,458 10,081 


Net book value at the end of the year3 5,097 349 1,099 1,324  7,869  8,695  5,043 198 975 907 260 276 7,659 7,869 


1 The fair value of Investment properties was CHF 236 million at 31 December 2003 and CHF 539 million at 31 December 2002 and CHF 990 million at 31 December 2001.2002.  2 Includes write-offs of fully depreciated assets.3 Fire insurance value of property and equipment is CHF 14,021 million (2002: CHF 14,221 million (2001: CHF 15,531 million).4 Includes accumulated costs for projects in progress of CHF 234 million at 31 December 2002 (CHF 351 million at 31 December 2001).

118


Note 15 Goodwill and Other Intangible Assets

                                              
 Goodwill Other intangible assets      Goodwill Other intangible assets     
 
 
        Customer       
 Customer          relation-       
 Brand- Infra- lists          Infra- ships       
CHF million Total name structure and other Total 31.12.02 31.12.01  Total structure and other Total 31.12.03 31.12.02 


Historical cost  
Balance at the beginning of the year 16,819 1,293 1,293 2,387 4,973  21,792  21,166  13,957 1,069 1,996 3,065 17,022 21,792 
Additions and reallocations 9 281 0 0 281  290  456  241 0 99 99 340 290 
Disposals and other reductions  (98) 0 0  (17)  (17)  (115) 0   (368) 0  (3)  (3)  (371)  (115)
Write-offs1 0  (1,350) 0 0  (1,350)  (1,350)  (247)  (508) 0 0 0  (508)  (1,350)
Foreign currency translation  (2,773)  (224)  (224)  (374)  (822)  (3,595) 417   (1,290)  (111)  (177)  (288)  (1,578)  (3,595)
Balance at the end of the year 13,957 0 1,069 1,996 3,065  17,022  21,792  12,032 958 1,915 2,873 14,905 17,022 


Accumulated amortization  
Balance at the beginning of the year 2,241 76 76 314 466  2,707  1,629  2,776 116 434 550 3,326 2,707 
Amortization 930 1,306 54 170 1,530  2,460  1,323  756 52 135 187 943 2,460 
Disposals  (13) 0 0  (15)  (15)  (28) 0   (68) 0  (2)  (2)  (70)  (28)
Write-offs1 0  (1,350) 0 0  (1,350)  (1,350)  (247)  (508) 0 0 0  (508)  (1,350)
Foreign currency translation  (382)  (32)  (14)  (35)  (81)  (463) 2   (272)  (16)  (27)  (43)  (315)  (463)
Balance at the end of the year 2,776 0 116 434 550  3,326  2,707  2,684 152 540 692 3,376 3,326 


Net book value at the end of the year 11,181 0 953 1,562 2,515  13,696  19,085  9,348 806 1,375 2,181 11,529 13,696 


1 Represents write-offs of fully amortized goodwill and other intangible assets.


111


UBS Group Financial Statements
Notes to the Financial Statements

Note 15 Goodwill and Other Intangible Assets (continued)

The following table presents the disclosure of goodwill and other intangible assets by Business Group for the year ended 31 December 2002.2003.

                         
  Balance  Additions  Disposals             
  at the  and  and      Foreign  Balance 
  beginning  reallo-  other      currency  at the end 
CHF million of the year  cations  reductions  Amortization  translation  of the year 

Goodwill                        
UBS Wealth Management & Business Banking  1,305   0   (8)  (81)  (213)  1,003 
UBS Global Asset Management  2,926   0   (5)  (269)  (467)  2,185 
UBS Warburg  4,950   0   (25)  (315)  (817)  3,793 
UBS PaineWebber  5,390   0   (33)  (264)  (894)  4,199 
Corporate Center  7   9   (14)  (1)  0   1 

UBS Group  14,578   9   (85)  (930)  (2,391)  11,181 

Other Intangible Assets                        
UBS Wealth Management & Business Banking  65   0   (2)  (30)  0   33 
UBS Global Asset Management  2   0   0   (1)  0   1 
UBS Warburg  390   0   0   (49)  (63)  278 
UBS PaineWebber  3,942   281   0   (1,427)  (662)  2,134 
Corporate Center  108   0   0   (23)  (16)  69 

UBS Group  4,507   281   (2)  (1,530)  (741)  2,515 

                         
  Balance  Additions  Disposals           
  at the  and  and      Foreign  Balance 
  beginning  reallo-  other  Amorti-  currency  at the end 
CHF million of the year  cations1 reductions  zation  translation  of the year 
 
Goodwill
                        
Wealth Management & Business Banking  1,003   (10)  (4)  (54)  (98)  837 
Global Asset Management  2,185   (525)  (1)  (152)  (106)  1,401 
Investment Bank  3,793   218   (16)  (251)  (372)  3,372 
Wealth Management USA  4,199   (1)  (270)  (220)  (393)  3,315 
Corporate Center  1   559   (9)  (79)  (49)  423 
 
UBS
  11,181   241   (300)  (756)  (1,018)  9,348 
 
Other Intangible Assets
                        
Wealth Management & Business Banking  33   (8)  0   (21)  0   4 
Global Asset Management  1   0   0   (1)  0   0 
Investment Bank  278   99   0   (27)  (26)  324 
Wealth Management USA  2,134   0   0   (116)  (213)  1,805 
Corporate Center  69   8   (1)  (22)  (6)  48 
 
UBS
  2,515   99   (1)  (187)  (245)  2,181 
 

Until 31 December 2001, goodwill and other intangible assets relating

1 Includes amounts reallocated due to the mergertransfer of UBS and PaineWebber were reported in the UBS Warburg Business Group. With the separation of UBS PaineWebber from UBS Warburg at 1 January 2002, goodwill and other intangible assets have been allocatedPrivate Banks & GAM to the Business Groups that have benefited from the merger with PaineWebber. Corporate Center.

For further information about disclosure by Business Group, including the amortization of goodwill and other intangible assets of previous years, please see Note 2a: Segment Reporting by Business Group.



119


Financial Statements
Notes to the Financial Statements

Note 15 Goodwill and Other Intangible Assets (continued)

The estimated, aggregated amortization expenses for Goodwill and Other intangible assets are as follows:

                       
 Other  Other   
CHF million Goodwill intangible assets Total  Goodwill intangible assets Total 


Estimated, aggregated amortization expenses for:  
2003 817 189  1,006 
2004 769 170  939  709 162 871 
2005 738 166  904  704 159 863 
2006 702 153  855  695 146 841 
2007 646 144  790  668 139 807 
2008 and thereafter 7,509 1,693  9,202 
2008 588 138 726 
2009 and thereafter 5,984 1,437 7,421 


Total 11,181 2,515  13,696  9,348 2,181 11,529 


If the IASB issues in 2004 a final standard following ED3 Business Combinations, as proposed, goodwill amortization will cease as of 1 January 2005.

Note 16 Other Assets

             
CHF million Note  31.12.03  31.12.02 
 
Deferred tax assets  21   2,276   2,800 
Settlement and clearing accounts      2,874   1,449 
VAT and other tax receivables      338   436 
Prepaid pension costs      862   250 
Properties held for resale      754   1,071 
Receivables under life insurance policies      13,544   0 
Other receivables      4,811   2,946 
 
Total other assets
      25,459   8,952 
 



112120


Note 16 Other Assets

             
CHF million Note   31.12.02   31.12.01 

Deferred tax assets  21   2,800   3,449 
Settlement and clearing accounts      1,449   1,431 
VAT and other tax receivables      436   452 
Prepaid pension costs      250   567 
Properties held for resale      1,071   844 
Other receivables      2,946   3,132 

Total other assets      8,952   9,875 


113


UBS Group Financial Statements
Notes to the Financial Statements


Balance Sheet: Liabilities

 

Note 17 Due to Banks and Customers

                
CHF million  31.12.02  31.12.01  31.12.03 31.12.02 


Due to banks  83,178  106,531  127,153 83,178 


Due to customers in savings and investment accounts  76,884  67,782  94,914 76,884 
Other amounts due to customers  229,992  265,999  252,444 229,992 


Total due to customers  306,876  333,781  347,358 306,876 


Total due to banks and customers  390,054  440,312  474,511 390,054 


 

Note 18 Debt Issued



 

The Group issues both CHF and non-CHF denominated fixed and floating rate debt. Floating rate debt generally pays interest based on the three-month or six-month London Interbank Offered Rate (LIBOR).

     Subordinated debt securities are unsecured obligations of the Group and are subordinated in right of payment to all present and future senior indebtedness and certain other obligations of the Group. At 31 December 20022003 and 31 December 2001,2002, the Group had CHF 9,9338,014 million and CHF 13,5719,933 million, respectively, in subordinated debt. Subordinated debt usually pays interest annually and provides for single principal payments upon maturity. At 31 December 20022003 and 31 December 2001,2002, the Group had CHF 46,67854,108 million and CHF 43,64146,678 million, respectively, in unsubordinated debt (excluding money market paper).
     The Group issues debt with returns linked to equity, interest rates, foreign exchange and credit instruments or indices. As described in Note 1r),

derivatives embedded in these instruments are separated from the host debt contract and reported as stand-alone derivatives. The amount recorded within Debt Issued represents the host contract after the separation of the embedded derivative. At 31 December 20022003 and 31 December 2001,2002, the Group had CHF 1,389427 million and CHF 1,3971,389 million, respectively, in convertible and exchangeable debtbonds with attached warrants on UBS shares and notes withoutstanding. At year end 2003 all warrants attached on UBS shares outstanding.related to those bonds have expired.

     In addition, the Group uses interest rate and foreign exchange derivatives to manage the risks inherent in certain debt issues. In the case of interest rate risk management, the Group applies hedge accounting as discussed in Note 1 -Summary- Summary of Significant Accounting Policies and Note 23 - Derivative Instruments. As a result of applying hedge accounting, the carrying value of debt issued is CHF 1,361610 million higher reflecting changes in fair value due to interest rate movements.



114121


 

PIPProtected Index Participation
PEPProtected Equity Participation
GOALGeld- oder Aktien-Lieferung (cash or share delivery)
BULSBullish Underlying Linked Securities
GROIGuaranteed Return On Investment
FRNFloating Rate Note
CLNCredit Linked Note

Financial Statements
Notes to the Financial Statements



Note 18 Debt Issued (continued)

               
CHF million  31.12.02  31.12.01  31.12.03 31.12.02 


Money market paper issued  72,800  99,006 
Bonds issued  51,872  51,061 
Short-term debt: Money market paper issued 58,115 72,800 
Long-term debt: 
Bonds 
Senior 51,324 41,939 
Subordinated 8,014 9,933 
Shares in bond issues of the Swiss Regional or Cantonal Banks’ Central Bond Institutions  517  934  210 517 
Medium-term notes  4,222  5,217  2,574 4,222 


Subtotal long-term debt 62,122 56,611 
Total debt issued  129,411  156,218  120,237 129,411 


The following table shows the split between fixed and floating rate debt issues based on the contractual terms. However, it should be noted that the Group uses interest rate swaps to hedge many of the fixed rate debt issues which changes their re-pricing characteristics into thosethat of floating rate debt.

Contractual maturity date

                     
  UBS AG (Parent Bank) Subsidiaries    
  
 
    
  Fixed  Floating  Fixed  Floating  Total 
CHF million rate  rate  rate  rate   31.12.02 

2003  24,010   244   52,095   70   76,419 
2004  4,965   609   1,432   574   7,580 
2005  4,998   726   907   382   7,013 
2006  3,359   790   8,000   439   12,588 
2007  3,166   1,564   1,105   70   5,905 
2008-2010  1,714   1,048   2,476   1,949   7,187 
Thereafter  2,726   6,672   269   3,052   12,719 

Total  44,938   11,653   66,284   6,536   129,411 

                                 
Contractual maturity dates                             Total 
CHF million, except where indicated 2004  2005  2006  2007  2008  2009-2013  Thereafter  31.12.03 
 
UBS AG Parent Bank
                                
Senior debt                                
Fixed rate  28,981   4,299   5,958   4,419   3,702   1,446   377   49,182 
Interest rates (range in %)  0.00-20.00   0.00-19.00   0.00-16.50   0.00-11.00   0.00-20.00   0.00-13.50   0.00-8.50     
Floating rate  65   339   138   179   791   2,236   7,941   11,689 
Subordinated debt                                
Fixed rate  1,036   1,505   1,772   1,430   0   525   1,199   7,467 
Interest rates (range in %)  4.25-7.38   4.00-8.75   4.25-7.25   5.75-8.00       5.88   0.00-8.75     
Floating rate  0   0   0   0   0   0   506   506 
 
Subtotal  30,082   6,143   7,868   6,028   4,493   4,207   10,023   68,844 
 
Subsidiaries
                                
Senior debt                                
Fixed rate  35,336   535   2,377   1,237   2,712   1,135   247   43,579 
Interest rates (range in %)  0.00-10.00   0.00-10.00   0.00-10.00   0.00-10.00   0.00-10.00   0.00-35.00   0.00-20.00     
Floating rate  199   592   1,360   25   236   1,689   3,672   7,773 
Subordinated debt                                
Fixed rate  23   0   0   0   0   0   18   41 
Interest rates (range in %)  6.90-8.06                       9.00     
Floating rate  0   0   0   0   0   0   0   0 
 
Subtotal  35,558   1,127   3,737   1,262   2,948   2,824   3,937   51,393 
 
Total
  65,640   7,270   11,605   7,290   7,441   7,031   13,960   120,237 
 

The table below shows the notional amount and statedabove indicates fixed interest raterates coupons ranging from 0 up to 35 percent on the Group’s publicly placed bondsbonds. These high or low coupons generally relate to structured debt issues prior to the separation of any embedded derivatives or the application of hedge accounting, where applicable.derivatives. As a result, the notional amount shown does not necessarily correspond to the carrying amount of the debt and the stated interest rate on thesuch debt issues generally does not necessarily reflect the effective interest rate the Group is paying to service its debt after the separation of embedded derivativesderivative has been separated and, where applicable, the application of hedge accounting, where applicable.accounting.

Publicly placed bond issues of UBS AG (Parent Bank) outstanding as at 31.12.20021

                         
                      Notional 
                      amounts 
              Early      in millions 
Year of Interest          redemption      in local 
issue rate in %   Remarks Maturity  option  Currency  currency 

2001  16.000  GOAL on Siemens  17.01.2003      EUR   55 
2002  0.000  CLN Linked to GECC  18.02.2003      EUR   50 
2001  8.000  GOAL on UBS  26.02.2003      CHF   220 
2002  11.250  GOAL on Royal Dutch Petroleum  28.02.2003      EUR   95 
1993  4.875  subordinated  03.03.2003      CHF   200 
2001  8.750  GOAL on General Electric  07.03.2003      USD   125 
2001  13.500  GOAL on Nokia Oyj  10.03.2003      EUR   45 
2002  0.000  Linked to 30yr OAT  11.03.2003      GBP   50 
2002 FRN  CLN Linked to GECC  14.03.2003      USD   100 
1997  1.500  Indexed to UBS Currency Portfolio  14.03.2003      EUR   51 
      Convertible into                
1998 FRN  UBS Dutch Corporate Basket  20.03.2003      EUR   57 
1993  3.500  subordinated  31.03.2003      CHF   200 
1993  4.000  subordinated  31.03.2003      CHF   200 


115


PIPProtected Index Participation
PEPProtected Equity Participation
GOALGeld- oder Aktien-Lieferung (cash or share delivery)
BULSBullish Underlying Linked Securities
GROIGuaranteed Return On Investment
FRNFloating Rate Note
CLNCredit Linked Note

UBS Group Financial Statements
Notes to the Financial Statements

Note 18 Debt Issued (continued)

Publicly placed bond issues of UBS AG (Parent Bank) outstanding as at 31.12.20021

                         
                      Notional 
                      amounts 
              Early      in millions 
Year of Interest          redemption      in local 
issue rate in %   Remarks Maturity  option  Currency  currency 

2001  0.000  BULS on technology stock basket  10.04.2003      USD   78 
2001  0.000  BULS on Celestica and others  28.04.2003      USD   40 
2002  9.500  GOAL on UBS  22.05.2003      CHF   110 
2001  10.250  GOAL on Deutsche Bank  30.05.2003      EUR   40 
2002  9.500  GOAL on DJ Euro Stoxx 50 index  02.06.2003      EUR   50 
2001  7.250  GOAL on Aventis  05.06.2003      EUR   75 
2001  6.000  GOAL on Total SA  11.06.2003      EUR   45 
2001  7.750  GOAL on E.ON AG  17.06.2003      EUR   40 
1995  5.250  subordinated  20.06.2003      CHF   200 
2001  8.250  GOAL on Pfizer  16.07.2003      USD   70 
2002  9.500  GOAL on SUEZ SA (Suez)  04.09.2003      EUR   35 
2002  13.000  GOAL on Royal Dutch Petroleum  06.10.2003      EUR   35 
2002 FRN  CLN Linked to Allianz AG  24.10.2003      USD   150 
1993  3.000       26.11.2003      CHF   200 
2002  0.000  Linked to Basket of Common Stock  02.12.2003      USD   63 
1994  6.250  subordinated  06.01.2004      USD   300 
2002  7.750  GOAL on Novartis  28.01.2004      CHF   100 
2002  5.125  GOAL on General Electric Company  30.01.2004      USD   75 
2002  6.000  GOAL on Unilever NV  06.02.2004      EUR   40 
2002  6.250  GOAL on Nestlé AG  14.05.2004      CHF   100 
2001  0.000  Cliquet GROI on NASDAQ 100 Index  27.05.2004      USD   42 
1991  4.250  subordinated  25.06.2004      CHF   300 
1999  3.500       01.07.2004      EUR   250 
2001  1.750  Exchangeable bonds on Yukos  31.08.2004      USD   310 
1997  7.380  subordinated  26.11.2004      GBP   250 
1995  4.000  subordinated  07.02.2005      CHF   150 
1995  5.500  Convertible into Nasdaq 100 Index  10.02.2005      CHF   150 
2002  0.000  Equity GROI  07.03.2005      AUD   233 
2002  0.500  Convertible into STOXX 50 Index  21.03.2005      EUR   75 
1995  5.625  subordinated  13.04.2005      CHF   150 
2002  0.000  GROI on FTSE 100 Index  25.04.2005      GBP   46 
      Principal Protected Note Linked                
2002  0.000  to NASDAQ 100-Index  04.05.2005      USD   46 
2002  0.000  Exchangeable Bonds on Yukos  19.06.2005      USD   120 
1995  8.750  subordinated  20.06.2005      GBP   249 
      GROI - Australian                
2002  0.000  Growth Guaranteed Fund II  21.06.2005      AUD   67 
1998  6.750  subordinated  15.07.2005      USD   200 
1995  5.250  subordinated  18.07.2005      CHF   200 
2002  0.000  Cliquet GROI - Units on SMI Index  25.07.2005      CHF   53 
1995  5.000  subordinated  24.08.2005      CHF   250 
2002  0.125  Exchangeable Bonds on Yukos  19.09.2005      USD   120 
1995  4.500       21.11.2005      CHF   300 
2002  0.250  Exchangeable Bonds on Yukos  19.12.2005      USD   160 
1999  3.500  Straight Bond  26.01.2006      EUR   650 
      Equity Exchangeables into                
2001  1.000  Euro. Insurance Basket  01.02.2006   01.02.2004  EUR   100 
1996  4.250  subordinated  06.02.2006      CHF   250 
1996  4.000       14.02.2006      CHF   200 
2000  2.500  Straight Bond  29.03.2006      CHF   250 
1996  7.250  subordinated  17.07.2006      USD   500 
2001  0.000  BULS on S&P 500  01.09.2006      USD   54 


116


PIPProtected Index Participation
PEPProtected Equity Participation
GOALGeld- oder Aktien-Lieferung (cash or share delivery)
BULSBullish Underlying Linked Securities
GROIGuaranteed Return On Investment
FRNFloating Rate Note
CLNCredit Linked Note

Note 18 Debt Issued (continued)

Publicly placed bond issues of UBS AG (Parent Bank) outstanding as at 31.12.20021

                         
                      Notional 
                      amounts 
              Early      in millions 
Year of Interest          redemption      in local 
issue rate in %  Remarks Maturity  option  Currency currency 

1996  7.250  subordinated  01.09.2006      USD  150 
2001  5.500  GOAL on UBS  02.10.2006      CHF  106 
      Cliquet GROI-Units                
2001  0.000  on Nasdaq 100-Index  19.10.2006      USD  39 
2002 FRN  Callable Daily Range Accrual Note  07.11.2006   07.02.2003  USD  56 
1995  5.000  subordinated  07.11.2006      CHF  250 
2002 FRN  Callable Daily Range Accrual Note  13.11.2006   12.02.2003  USD  40 
1996  6.250  subordinated  06.12.2006      EUR  254 
2001  0.000  Zero-rate Note O'Connor Fund  29.12.2006      EUR  40 
1997  8.000  subordinated  08.01.2007      GBP  242 
1997  8.000  subordinated  08.01.2007      GBP  302 
1997  5.750  subordinated  12.03.2007      EUR  204 
      Step-Up Callable                
2002 FRN  Daily Range Accrual Note  15.07.2007   15.01.2003  USD  67 
2002  1.000  Exchangeable on DJ Euro Stoxx 50E  23.07.2007      EUR  50 
2002 FRN  CLN  01.09.2007      USD  50 
      Exchangeable Bond                
2002  0.500  on the S&P 500 Index  05.09.2007      USD  40 
      Exchangeable Bond                
2002  0.500  on the DJ Euro STOXX 50  05.09.2007      EUR  35 
2002  0.250  Exchangeable Bond on the SMI  05.09.2007      CHF  75 
2002 FRN  Callable Daily Range Accrual Note  02.10.2007   02.01.2003  USD  61 
      Exchangeable bond                
2002  0.500  on Royal Dutch Petroleum  30.10.2007      EUR  100 
      Principal Protected Notes Linked                
2002  0.000  to the S&P 500 Index  07.11.2007      USD  52 
2002  7.250  GOAL on Royal Dutch Petroleum  14.11.2007      EUR  150 
2002  1.250  Linked to Nikkei 225 Index  28.11.2007      JPY  7,742 
2002  5.000  Linked to Nikkei 225 Index  19.12.2007      JPY  5,537 
1998  3.500       27.08.2008      CHF  300 
1997  5.875  subordinated  18.08.2009      EUR  305 
2002 FRN  Callable Daily Range Accrual Note  23.10.2012   23.01.2003  USD  64 
1995  7.375  subordinated  15.07.2015      USD  150 
1995  7.000  subordinated  15.10.2015      USD  300 
1997  7.375  subordinated  15.06.2017      USD  300 
1995  7.500  subordinated  15.07.2025      USD  350 
1995  8.750  subordinated  18.12.2025      GBP  149 
1996  7.750  subordinated  01.09.2026      USD  300 


117


PIPProtected Index Participation
PEPProtected Equity Participation
GOALGeld- oder Aktien-Lieferung (cash or share delivery)
BULSBullish Underlying Linked Securities
GROIGuaranteed Return On Investment
FRNFloating Rate Note
CLNCredit Linked Note

UBS Group Financial Statements
Notes to the Financial Statements

Note 18 Debt Issued (continued)

Publicly placed bond issues of UBS subsidiaries outstanding as at 31.12.20021

                         
                      Notional 
                      amounts 
              Early      in millions 
Year of Interest          redemption      in local 
issue rate in %  Remarks Maturity  option  Currency currency 

Brooklands Euro Referenced Linked Notes 2001-1 Ltd                
2002  2.594       15.12.2012      EUR  100 
2002  3.480       15.12.2012      EUR  75 
2002  3.293       23.12.2012      EUR  75 
2002  3.893       23.12.2012      EUR  35 
2001 FRN       20.12.2013      EUR  50 
2001 FRN       20.12.2013      EUR  50 

Alpine Partners L.P.                
2000 FRN       08.10.2009   08.01.2003  USD  445 

North Street                     
2000 FRN       28.04.2011      USD  40 
2002 FRN       28.04.2011      USD  100 
2002 FRN       28.04.2011      USD  50 
2000  20.000       28.04.2011      USD  43 
2000 FRN       30.10.2011      USD  61 
2000  18.000       30.10.2011      USD  43 
2002 FRN       30.01.2016      USD  40 
2002  20.000       30.01.2016      USD  49 
2002 FRN       30.01.2016      USD  46 
2002  5.160       30.01.2016      USD  61 
2002 FRN       30.01.2016      USD  353 
2002 FRN       20.08.2030   20.08.2003  USD  100 
2001 FRN       30.04.2031      USD  60 
2001 FRN       30.04.2031      USD  100 
2001 FRN       30.07.2031      USD  100 
2001 FRN       30.07.2031      USD  60 

UBS Americas Inc. (former PaineWebber)                
1993  7.875       17.02.2003      USD  100 
2000  1.270       13.03.2003      JPY  9,000 
1998  6.320       18.03.2003      USD  45 
1998  6.450       01.12.2003      USD  340 
1999 FRN       11.05.2004      USD  45 
1999  6.375       17.05.2004      USD  525 
1995  8.875       15.03.2005      USD  125 
1999  2.210       15.03.2005      USD  45 
1993  6.500       01.11.2005      USD  200 
1996  6.750       01.02.2006      USD  100 
1998  6.720       01.04.2008      USD  35 
1998  6.730       03.04.2008      USD  43 
1998  6.550       15.04.2008      USD  250 
1996  7.625       15.10.2008      USD  150 
1999  7.625       01.12.2009      USD  275 
1994  7.625       17.02.2014      USD  200 

Eisberg Finance Ltd.                
1998 FRN       15.06.2004   10.10.2003  USD  83 
1998 FRN       15.06.2004   10.10.2003  USD  65 
1998 FRN       15.06.2004   10.10.2003  USD  41 


118




PIPProtected Index Participation
PEPProtected Equity Participation
GOALGeld- oder Aktien-Lieferung (cash or share delivery)
BULSBullish Underlying Linked Securities
GROIGuaranteed Return On Investment
FRNFloating Rate Note
CLNCredit Linked Note

Note 18 Debt Issued (continued)

Publicly placed bond issues of UBS subsidiaries outstanding as at 31.12.20021

                         
                      Notional 
                      amounts 
              Early      in millions 
Year of Interest          redemption      in local 
issue rate in %  Remarks Maturity  option  Currency currency 

UBS Finance N.V., Curaçao                
1997  0.000  Zero Coupons  29.01.2027      EUR  226 
1998  0.000  Zero Coupons  03.03.2028   03.03.2003  EUR  81 

UBS Australia Holdings Ltd.                
1999  5.000  European commercial paper  25.02.2004      AUD  104 

UBS Warburg AG                        
1998  0.000       19.12.2005      EUR  56 
2001  0.000       30.06.2006   30.06.2003  EUR  505 
2001  0.000       30.06.2006   30.06.2003  USD  202 
2001  0.000       31.07.2006   30.06.2003  EUR  500 
2001  0.000       08.08.2006      EUR  77 
2001  0.000       30.09.2006   30.06.2003  USD  200 
2001  0.000       30.09.2006   30.06.2003  CHF  200 
2002  0.000       31.12.2006   30.06.2003  USD  350 
2002  0.000       31.12.2006   30.06.2003  EUR  300 
2002  0.000       31.12.2006   30.06.2003  USD  350 
2002  0.000       31.12.2006   30.06.2003  EUR  450 
2002  0.000       31.12.2006   30.06.2003  EUR  300 
2002  0.000       31.12.2006   30.06.2003  EUR  450 
2002  0.000       31.12.2006   30.06.2003  USD  250 
2002  0.000       31.12.2006   30.06.2003  EUR  250 
2002  0.000       31.12.2006   30.06.2003  CHF  250 
2002  0.000       31.12.2006   30.06.2003  USD  250 
2002  0.000       31.12.2006   30.06.2003  USD  250 
2001  0.000       02.01.2007   30.06.2003  EUR  100 
2001  0.000       02.01.2007   30.06.2003  EUR  100 
2001  0.000       02.01.2007   30.06.2003  EUR  100 
2002  0.000       30.03.2007   30.06.2003  EUR  60 
2002  0.000       31.12.2007   30.06.2003  EUR  50 
2001  0.000       30.09.2011   31.03.2003  EUR  50 
2001  0.000       31.12.2011   30.06.2003  EUR  150 
2002  0.000       28.09.2012   30.06.2003  EUR  50 

1 In this table only publicly placed bonds with a carrying value exceeding CHF 50 million (prior to the elimination of own bonds held) have been disclosed. The total carrying amount of the bonds disclosed in this table is CHF 34,320 million. The total carrying amount of publicly placed bonds of UBS Group (prior to the elimination of own bonds held) is CHF 44,759 million of the total bond issues.


119122


 

UBS Group Financial Statements
Notes to the Financial Statements

Note 19 Other Liabilities

                      
CHF million Note  31.12.02  31.12.01  Note 31.12.03 31.12.02 


Provisions 20  1,375  1,748  20  1,361 1,375 
Provision for commitments and contingent liabilities 9b  366  305  9b  290 366 
Current tax liabilities  2,079  1,799   1,754 2,079 
Deferred tax liabilities 21  2,239  2,827  21  2,214 2,239 
VAT and other tax payables  613  622   544 613 
Settlement and clearing accounts  1,354  4,473 
Settlement and clearing account  2,608 1,354 
Obligations under life insurance policies  13,544 0 
Other payables  4,313  3,884   9,001 4,313 


Total other liabilities  12,339  15,658   31,316 12,339 


Note 20 Provisions

                                
 Total Total  Total Total 
CHF million Operational Litigation  31.12.02  31.12.01  Operational Litigation 31.12.03 31.12.02 


Balance at the beginning of the year 1,036 712  1,748  2,294  721 654  1,375 1,748 
New provisions charged to income 210 478  688  384  136 194  330 688 
Capitalized reinstatement costs 155  155 
Recoveries 16 9  25  95  17 23 40 25 
Provisions applied  (439)  (463)  (902)  (1,115)  (135)  (317)  (452)  (902)
Reclassifications  (9) 9  0  64  4  (4) 0 0 
Foreign currency translation  (93)  (91)  (184) 26   (43)  (44)  (87)  (184)


Balance at the end of the year 721 654  1,375  1,748  855 506  1,361 1,375 


Note 21 Income Taxes

                         
CHF million
For the year ended
  31.12.02  31.12.01 31.12.00 
CHF million       
For the year ended 31.12.03 31.12.02 31.12.01 


DomesticDomestic  
CurrentCurrent  938  563 1,325  810 938 563 
DeferredDeferred  (32) 231 233  143  (32) 231 
ForeignForeign  
CurrentCurrent  249  546 451  294 249 546 
DeferredDeferred  (477) 61 311  371  (477) 61 


Total income tax expenseTotal income tax expense  678  1,401 2,320  1,618 678 1,401 


The Group made net tax payments, including domestic and foreign taxes, of CHF 5721,104 million, CHF 1,742572 million and CHF 9591,742 million for the full years of 2003, 2002 2001 and 2000,2001, respectively.



120123


 

Financial Statements
Notes to the Financial Statements

Note 21 Income Taxes (continued)

The components of operating profit before tax, and the differences between income tax expense reflected in the financial statements and the amounts calculated at the Swiss statutory rate of 25% are as follows:

                      
CHF millionCHF million        
For the year endedFor the year ended  31.12.02  31.12.01 31.12.00  31.12.03 31.12.02 31.12.01 


Operating profit before taxOperating profit before tax  4,544  6,718 10,199  8,348 4,544 6,718 
Domestic 5,491 6,510 5,565 
Foreign 2,857  (1,966) 1,153 
Domestic  6,510  5,565 7,079 
Foreign  (1,966) 1,153 3,120 

Income taxes at Swiss statutory rate of 25%  1,136  1,680 2,550 
Increase/(decrease) resulting from: 
Income taxes at Swiss statutory rate of 24% in 2003 and 25% in 2002 and 2001, respectively 2,004 1,136 1,680 
Increase / (decrease) resulting from: 
Applicable tax rates differing from Swiss statutory rateApplicable tax rates differing from Swiss statutory rate  (341)  (239)  (336)  (250)  (341)  (239)
Tax losses not recognizedTax losses not recognized  51  77 164  42 51 77 
Previously unrecorded tax losses now recognizedPreviously unrecorded tax losses now recognized  (349)  (630)  (655)  (291)  (349)  (630)
Lower taxed incomeLower taxed income  (378)  (499)  (401)  (366)  (378)  (499)
Non-deductible goodwill amortizationNon-deductible goodwill amortization  291  429 159  386 291 429 
Other non-deductible expensesOther non-deductible expenses  301  134 432  186 301 134 
Adjustments related to prior years and otherAdjustments related to prior years and other  (122) 371 245   (191)  (122) 371 
Change in deferred tax valuation allowanceChange in deferred tax valuation allowance  89  78 162  98 89 78 


Income tax expenseIncome tax expense  678  1,401 2,320  1,618 678 1,401 


Significant components of the Group’s gross deferred income tax assets and liabilities are as follows:

                    
CHF million  31.12.02  31.12.01  31.12.03 31.12.02   


 
Deferred tax assets  
Compensation and benefits  1,559  1,778  1,538 1,559   
Allowance for credit losses  84  122  4 84 
Net operating loss carry forwards  2,883  2,902  2,626 2,883 
Trading assets  330  259  306 330 
Other  779  1,365  685 779 


 
Total  5,635  6,426  5,159 5,635 
Valuation allowance  (2,835)  (2,977)  (2,883)  (2,835) 


 
Net deferred tax assets  2,800  3,449  2,276 2,800 


 
Deferred tax liabilities  
Property and equipment  412  449  307 412 
Investments  430  464  388 430 
Other provisions  470  571  401 470 
Trading assets  182  298  348 182 
Other  745  1,045  770 745 


 
Total deferred tax liabilities  2,239  2,827  2,214 2,239 


 

The change in the balance of net deferred tax assets and deferred tax liabilities does not equal the deferred tax expense in those years. This is due to the effect of foreign currency rate changes on tax assets and liabilities denominated in currencies other than CHF.



124


Note 21 Income Taxes (continued)

Certain foreign branches and subsidiaries of the Group have deferred tax assets related to net operating loss carry forwards and other items. Due to realization of these assets being uncertain, the Group has established valuation allowances of CHF 2,8352,883 million (CHF 2,9772,835 million at 31 December 2001)2002). For companies that suffered tax losses in either the current or preceding year an amount of CHF 947542 million (CHF 965947 million at 31 December 2001)2002) has been recognized as deferred tax assets based on expectations that sufficient taxable income will be generated in future years to utilize the tax loss carry forwards.

     The Group provides deferred income taxes on undistributed earnings of non-Swiss subsidiaries except to the extent that such earnings are indefinitely invested. In the event these earnings were distributed, additional taxes of approximately CHF 4025 million would be due.


121


UBS Group Financial Statements
Notes to the Financial Statements

Note 21 Income Taxes (continued)

At 31 December 20022003 net operating loss carry forwards totaling CHF 6,5726,989 million (not recognized as a deferred tax asset) are available to reduce future taxable income of certain branches and subsidiaries.

     
The carry forwards expire as follows:  31.12.0231.12.03 

Within 1 year  2997 
From 2 to 4 years  252469 
After 4 years  6,291 

Total  6,5726,423 

Total
6,989

Note 22 Minority Interests

             
CHF million  31.12.02  31.12.01  31.12.03 31.12.02 


Balance at the beginning of the year  4,112  2,885  3,529 4,112 
Issuance of trust preferred securities  0  1,291  372 0 
Other increases  172  0  573 172 
Decreases and dividend payments  (377)  (461)  (357)  (377)
Foreign currency translation  (709) 53   (389)  (709)
Minority interest in net profit  331  344  345 331 


Balance at the end of the year  3,529  4,112  4,073 3,529 




125


Financial Statements
Notes to the Financial Statements

Note 23 Derivative Instruments



 

Type of derivatives

The Group uses the following derivative financial instruments for both trading and hedging purposes:
Swapsare transactions in which two parties exchange cash flows on a specified notional amount for a predetermined period. The major types of swap transactiontransactions undertaken by the Group are as follows:
 Interest rate swap contracts generally entail the contractual exchange of fixed and floating rate interest payments in a single currency, based on a notional amount and an interest reference rate.
 Cross currency swaps involve the exchange of interest payments based on two different currency principal balances and interest reference rates and generally also entail exchange of principal amounts at the start and/and / or end of the contract.
 Credit default swaps (CDS) are the most common form of credit derivative, under which the party buying protection makes one or more payments to the party selling protection during

the life of the swap in exchange for an undertaking by the seller to make a payment to the buyer following a credit event, as defined in the contract, with respect to a third party. Settlement following a credit event may be a cash amount, or cash in return for physical delivery of one or more deliverable obligations of the credit entity, as defined in the contract, and is made regardless of whether the protection buyer has suffered a loss. After a credit event and settlement, the contract is terminated.
 Total Rate of Return Swaps give the total return receiver exposure to all of the cash flow and economic benefits and risks of an underlying security without actually owning the security, while the total return payer has a synthetic short position in the underlying reference security.
Forwards and futuresare contractual obligations to buy or sell financial instruments or commodities on a future date at a specified price. Forward contracts are tailor-made agreements that are transacted between counterparties in the over-the-counterover-

the-counter (OTC) market, whereas futures are


122


standardized contracts transacted on regulated exchanges.

Optionsare contractual agreements under which the seller (writer) grants the purchaser the right, but not the obligation, either to buy (call option) or to sell (put option) by or at a set date, a specified amount of a financial instrument or commodity at a predetermined price. The seller receives a premium from the purchaser for this right. Options may be traded OTC or on a regulated exchange.

Derivatives transacted for trading purposes

Most of the Group’s derivative transactions relate to sales and trading activities. Sales activities include the structuring and marketing of derivative products to customers at competitive prices to enable them to take, transfer, modify or reduce current or expected risks. Trading includes market-making, positioning and arbitrage activities: market-making involves quoting bid and offer prices to other market participants with the intention of generating revenues based on spread and volume; positioning means managing market risk positions with the expectation of profiting from favorable movements in prices, rates or indices; arbitrage activities involve identifying and profiting from price differentials between markets and products.

Derivatives transacted for hedging purposes

The Group enters into derivative transactions which are designated and qualify as either fair value or cash flow hedges for recognized assets or liabilities or forecast transactions. It also enters into derivative transactions which provide economic hedges for risk exposures but do not meet the accounting requirements for hedge accounting treatment. As stated in Note 1, Summary of Significant Accounting Policies, part v) Derivative instruments and hedging, the Group uses CDSs as economic hedges for credit risk exposures in the loan and traded product portfolios but cannot apply hedge accounting to such positions. Gains or losses on these CDSs have therefore been recorded in trading income.



126


Derivatives designated and accounted
for
as hedging instruments

The Group’s accounting policies for derivatives designated and accounted for as hedging instru-

mentsinstruments are explained in Note 1 v) where terms used in the following sections are explained.

Fair value hedges

The Group’s fair value hedges principally consist of interest rate swaps that are used to protect against changes in the fair value of fixed-rate long-term debt due to changes in market interest rates. For the year ended 31 December 2002,2003, the Group recognized a net lossgain of CHF 1021 million (reported as Net trading income in the Financial Statements), which represents the ineffective portion of fair value hedges.
     As at 31 December 2002,2003, the fair value of outstanding derivatives designated as fair value hedges was a CHF 1,925797 million net positive replacement value.

Cash flow hedges of individual variable
rate assets and liabilities

The Group uses interest rate swaps to protect against changes in cash flows of certain variable rate debt issues. ForDuring the year ended 31 December 2002,2003, all hedged financial instruments have matured and there has been no material gain or loss associated with ineffective portions of the cash flow hedges.

     Gains and losses on derivative contracts designated as cash flow hedges are initially recorded in Shareholders’ equity but are reclassified to current period earnings when the hedged cash flows occur, as explained in Note 1, part v) Derivative instruments and hedging. As at 31 December 2002, deferred net gains on derivative instruments designated as cash flow hedges accumulated in Shareholders’ equity were CHF 2 million.

Cash flow hedges of forecast transactions

The Group applies hedge accounting for its non-trading interest rate risk in major currencies by analyzing expected cash flows on an enterprise basis. The objective is to protect against changes in future interest cash flows resulting from the impact of changes in market interest rates on the reinvestment or reborrowing of current balances and expected future cash flows. The Group accumulates information about financial assets and liabilities, and thereby estimates and aggregates the amounts and timing of future period cash flows, based on the contractual terms of instruments and other factors including estimates of prepayments and defaults. The aggregate cash flows form the basis for identifying the non-trad-


123


UBS Group Financial Statements
Notes to the Financial Statements

ingnon-trading interest rate risk of the Group, which is hedged with interest rate swaps, which extend over a twenty-four-yeartwenty-three-year period.


The schedule of forecast principal cash flows as at 31 December 20022003 is as follows:follows.



 

                     
CHF billion < 1 year  1-3 years  3-5 years  5-10 years  over 10 years 

Cash inflows (Assets)  119   202   124   128   8 
Cash outflows (Liabilities)  159   247   193   324   237 

Net cash flows  (40)  (45)  (69)  (196)  (229)

                     
CHF billion < 1 year  1–3 years  3–5 years  5–10 years  over 10 years 
 
Cash inflows (Assets)  170   261   181   191   16 
Cash outflows (Liabilities)  148   250   183   287   167 
 
Net cash flows
  22   11   (2)  (96)  (151)
 


127


 

Financial Statements
Notes to the Financial Statements



 

Gains and losses on derivatives designated as cash flow hedges of forecast transactions are initially recorded in Shareholders’ equity as “Gains/Gains / losses not recognized in the income statement”statement and transferred to current period earnings when the forecast cash flows occur.affect net profit or loss. As at 31 December 2002,2003, the fair value of outstanding derivatives designated as cash flow hedges of forecast transactions was a CHF 181871 million net unrealizednegative replacement value. During the year, certain CHF hedging interest rate swaps with a positive replacement value of CHF 867 million were terminated. At this year-end, the unrecognized income of CHF 805 million associated with swaps has remained deferred in shareholders’ equity to be removed from the equity when the underlying previously hedged cash flows impact net profit or loss. Amounts reclassified from Gains/Gains / losses not recognized in the income statement to current period earnings due to discontinuation of hedge accounting were immaterial.CHF 7 million net gain which is recorded in net interest income.

Notional amounts and replacement values

The following table provides the notional amounts and the positive and negative replacement values of the Group’s derivative transactions.
     The notional amount is a derivative’s underlying contract amount and is the basis upon which changes in the value of derivatives are measured. It provides an indication of the underlying volume of business transacted by the Group but does not provide any measure of risk.
     The majority of derivatives are negotiated as to amount, tenor and price, between the bank and its counterparty, whether other professionals or customers (OTC). The rest are standardized in terms of their amounts and settlement dates and are bought and sold in organized markets (exchange traded).
     Positive replacement value represents the cost to the Group of replacing all transactions with a

fair value in the Group’s favourfavor if all the relevant counterparties of the Group were to default at the same time, and transactions could be replaced instantaneously. Negative replacement

value is the cost to the Group’s counterparties of replacing all their transactions with the Group where the fair value is in their favor if the Group were to default. The total positive and negative replacement values are included in the balance sheet separately. For internal credit risk measurement the potential evolution of the value of the portfolio of trades with each counterparty is also modelledmodeled over its life (potential future exposure), taking into account legally enforceable close outclose-out netting agreements where applicable (see below).

Credit mitigation

The Group seeks, wherever possible, to enter into master netting agreements with OTC derivative counterparties. Where the Group has such an agreement and it has a legal opinion that it is enforceable by UBS in the event of insolvency of the counterparty, positive and negative replacement values of transactions covered by the agreement are netted and a single payable or receivable amount is included in the balance sheet. The impact of master netting agreements as at 31 December 20022003 is to reduce positive and negative replacement values on OTC derivative instruments by approximately CHF 167165 billion. The impact can change substantially over short periods of time, because the exposure is affected by each transaction subject to the arrangement.
     In line with general market trends, the Group has also entered into bilateral collateral agreements with major market participants to mitigate the potential concentrations of exposure arising from industry consolidation and the continuing increase in volumes of OTC derivatives traded. The figures in the tables do not, however, reflect the risk mitigatingrisk-mitigating effects of such collateral agreements.



124128



Note 23 Derivative Instruments (continued)

                                                                        
As at 31 December 2002 Term to maturity Total 
As at 31 December 2003 Term to maturity Total 
   notional    notional 
 Within 3 months 3-12 months 1-5 years over 5 years Total Total amount  Within 3 months 3–12 months 1–5 years over 5 years Total Total amount 
CHF million CHF million PRV1 NRV2 PRV NRV PRV NRV PRV NRV PRV NRV CHF bn  PRV1 NRV2 PRV NRV PRV NRV PRV NRV PRV NRV CHF bn 


Interest rate contractsInterest rate contracts  
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Forward contracts 3,785 4,127 93 121 141 333 33 8  4,052   4,589  1,517.3 
Swaps 2,862 3,778 9,451 8,127 78,413 76,244 55,377 51,917  146,103   140,066  5,753.0 
Options 338 706 1,143 1,488 4,216 5,484 3,905 4,464  9,602   12,142  663.2 
Forward contracts 423 588 258 312 71 130 6 4 758 1,034 1,128.4 
Swaps 3,831 4,388 9,715 9,918 66,959 65,074 52,019 50,517 132,524 129,897 8,064.4 
Options 464 977 868 992 4,579 5,967 4,223 5,334 10,134 13,270 815.4 


Exchange-traded contracts3Exchange-traded contracts3  
Futures  0   0  40.3 
Options 4 16 1  4   17  101.1 
Futures 243.7 
Options 7 9 2 8 9 17 63.4 


TotalTotal  6,989   8,627   10,687   9,737   82,770   82,061   59,315   56,389   159,761   156,814   8,074.9  4,725 5,962 10,843 11,230 71,609 71,171 56,248 55,855 143,425 144,218 10,315.3 


Credit derivative contractsCredit derivative contracts  
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Credit default swaps 2 7 95 504 1,636 2,740 2,852 958  4,585   4,209  164.6 
Total rate of return swaps 15 21 194 782 2,308 1,726 162 35  2,679   2,564  14.5 
Credit default swaps 109 102 39 61 3,443 3,537 2,105 1,880 5,696 5,580 289.3 
Total rate of return swaps 27 2 29 576 197 470 112 305 365 1,353 12.0 


TotalTotal  17   28   289   1,286   3,944   4,466   3,014   993   7,264   6,773   179.1  136 104 68 637 3,640 4,007 2,217 2,185 6,061 6,933 301.3 


Foreign exchange contractsForeign exchange contracts  
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Forward contracts 2,406 3,100 1,005 1,732 232 270 11 1  3,654   5,103  252.0 
Interest and currency swaps 21,561 20,641 8,962 10,292 8,627 8,907 3,360 3,990  42,510   43,830  1,843.1 
Options 2,223 2,219 1,681 1,636 361 312 7  4,272   4,167  500.8 
Forward contracts 3,045 3,879 1,978 2,573 161 317 15 12 5,199 6,781 298.4 
Interest and currency swaps 24,929 25,242 14,258 12,428 17,804 14,394 6,002 5,250 62,993 57,314 2,254.4 
Options 3,232 3,348 3,211 2,550 360 356 9 1 6,812 6,255 576.8 


Exchange-traded contracts3Exchange-traded contracts3  
Futures  0   0  0.0 
Options 1 1  1   1  0.1 
Futures 5.0 
Options 3 3 119 116 122 119 13.2 


TotalTotal  26,190   25,961   11,649   13,660   9,220   9,489   3,378   3,991   50,437   53,101   2,596.0  31,209 32,472 19,566 17,667 18,325 15,067 6,026 5,263 75,126 70,469 3,147.8 


Precious metals contractsPrecious metals contracts  
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Forward contracts 329 231 235 257 150 121 9 8  723   617  18.0 
Options 205 217 325 289 407 373 86 63  1,023   942  38.6 
Forward contracts 246 247 377 306 333 270 18 23 974 846 15.9 
Options 304 193 308 386 668 629 116 54 1,396 1,262 35.1 


Exchange-traded contracts3Exchange-traded contracts3  
Futures 0.0 
Options 1 1 4  0   6  0.2 
Futures 1.1 
Options 9 40 21 63 3 4 33 107 2.3 


TotalTotal  534   449   560   547   557   498   95   71   1,746   1,565   56.8  559 480 706 755 1,004 903 134 77 2,403 2,215 54.4 


Equity/Index contracts 
Equity / Index contracts
 
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Forward contracts 5,393 1,406 583 512 917 205 124 219  7,017   2,342  33.2 
Options 8,676 12,441 2,515 3,496 6,650 7,125 403 794  18,244   23,856  99.3 
Forward contracts 510 529 760 583 923 449 1,408 500 3,601 2,061 57.9 
Options 1,843 2,788 3,476 7,847 8,584 13,646 1,329 4,560 15,232 28,841 213.8 


Exchange-traded contracts3Exchange-traded contracts3  
Futures  0   0  7.4 
Options 861 246 316 247 443 338  1,620   831  7.5 
Futures 8.6 
Options 708 858 892 1,363 886 768 54 117 2,540 3,106 62.6 


TotalTotal  14,930   14,093   3,414   4,255   8,010   7,668   527   1,013   26,881   27,029   147.4  3,061 4,175 5,128 9,793 10,393 14,863 2,791 5,177 21,373 34,008 342.9 


Commodity contractsCommodity contracts  
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Forward contracts 5 3 2,629 2,670 346 304  2,980   2,977  24.9 
Options  0   0  0.0 
Forward contracts 206 181 456 424 93 42 755 647 10.6 
Options 168 153 73 53 241 206 1.6 


TotalTotal  5   3   2,629   2,670   346   304   0   0   2,980   2,977   24.9  374 334 529 477 93 42 0 0 996 853 12.2 


Total derivative instrumentsTotal derivative instruments  48,665   49,161   29,228   32,155   104,847   104,486   66,329   62,457   249,069   248,259   40,064 43,527 36,840 40,559 105,064 106,053 67,416 68,557 249,384 258,696 
Replacement value nettingReplacement value netting  166,977   166,977   165,050 165,050 


Replacement values after nettingReplacement values after netting  82,092   81,282   84,334 93,646 


1 PRV: Positive replacement value.  2NRV: Negative replacement value.  3Exchange-traded products include proprietary trades only.

125129


 

UBS Group Financial Statements
Notes to the Financial Statements



Note 23 Derivative Instruments (continued)

                                                                      
As at 31 December 2001 Term to maturity Total 
As at 31 December 2002 Term to maturity Total 
   notional    notional 
 Within 3 months 3-12 months 1-5 years over 5 years Total Total amount  Within 3 months 3–12 months 1–5 years over 5 years Total Total amount 
CHF million CHF million PRV1 NRV2 PRV NRV PRV NRV PRV NRV PRV NRV CHF bn  PRV1 NRV2 PRV NRV PRV NRV PRV NRV PRV NRV CHF bn 


Interest rate contractsInterest rate contracts  
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Forward contracts 2,844 3,260 114 530 108 245 48 134  3,114   4,169  1,768.7 
Swaps 2,807 4,322 5,724 6,393 49,043 45,029 25,232 22,866  82,806   78,610  4,552.4 
Options 388 950 670 2,095 3,037 4,048 2,830 3,336  6,925   10,429  784.9 
Forward contracts 3,785 4,127 93 121 141 333 33 8 4,052 4,589 1,517.3 
Swaps 2,862 3,778 9,451 8,127 78,413 76,244 55,377 51,917 146,103 140,066 5,753.0 
Options 338 706 1,143 1,488 4,216 5,484 3,905 4,464 9,602 12,142 663.2 


Exchange-traded contracts3Exchange-traded contracts3  
Futures  0   0  83.6 
Options 3 24  3   24  63.2 
Futures 40.3 
Options 4 16 1 4 17 101.1 


TotalTotal  6,042   8,532   6,508   9,042   52,188   49,322   28,110   26,336   92,848   93,232   7,252.8  6,989 8,627 10,687 9,737 82,770 82,061 59,315 56,389 159,761 156,814 8,074.9 


Credit derivative contractsCredit derivative contracts  
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Credit default swaps 6 18 707 1,104 1,020 1,490 773 1,184  2,506   3,796  75.7 
Total rate of return swaps 84 621 636 12 0  96   1,257  3.6 
Credit default swaps 2 7 95 504 1,636 2,740 2,852 958 4,585 4,209 164.6 
Total rate of return swaps 15 21 194 782 2,308 1,726 162 35 2,679 2,564 14.5 


TotalTotal  6   18   791   1,725   1,020   2,126   785   1,184   2,602   5,053   79.3  17 28 289 1,286 3,944 4,466 3,014 993 7,264 6,773 179.1 


Foreign exchange contractsForeign exchange contracts  
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Forward contracts 3,615 3,163 1,639 1,899 755 428 20  6,029   5,490  279.7 
Interest and currency swaps 19,344 11,224 8,991 7,763 7,463 7,673 3,465 2,312  39,263   28,972  1,699.3 
Options 2,138 1,942 2,148 1,888 445 433 23 1  4,754   4,264  1,033.7 
Forward contracts 2,406 3,100 1,005 1,732 232 270 11 1 3,654 5,103 252.0 
Interest and currency swaps 21,561 20,641 8,962 10,292 8,627 8,907 3,360 3,990 42,510 43,830 1,843.1 
Options 2,223 2,219 1,681 1,636 361 312 7 4,272 4,167 500.8 


Exchange-traded contracts3Exchange-traded contracts3  
Futures  0   0  0.0 
Options 1 2  1   2  0.8 
Futures 0.0 
Options 1 1 1 1 0.1 


TotalTotal  25,097   16,329   12,779   11,552   8,663   8,534   3,508   2,313   50,047   38,728   3,013.5  26,190 25,961 11,649 13,660 9,220 9,489 3,378 3,991 50,437 53,101 2,596.0 


Precious metals contractsPrecious metals contracts  
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Forward contracts 242 223 210 198 195 179 6  653   600  17.0 
Options 177 164 535 507 740 805 90 81  1,542   1,557  54.1 
Forward contracts 329 231 235 257 150 121 9 8 723 617 18.0 
Options 205 217 325 289 407 373 86 63 1,023 942 38.6 


Exchange-traded contracts3Exchange-traded contracts3  
Futures 0.0 
Options 2 3 1  3   3  0.9 
Futures 0.0 
Options 1 1 4 0 6 0.2 


TotalTotal  419   389   748   706   935   984   96   81   2,198   2,160   72.0  534 449 560 547 557 498 95 71 1,746 1,565 56.8 


Equity/Index contracts 
Equity / Index contracts
 
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Forward contracts 1,402 1,422 445 1,713 1,461 1,464 111 85  3,419   4,684  35.3 
Options 6,140 6,222 4,294 5,105 4,076 6,991 1,087 2,844  15,597   21,162  238.0 
Forward contracts 5,393 1,406 583 512 917 205 124 219 7,017 2,342 33.2 
Options 8,676 12,441 2,515 3,496 6,650 7,125 403 794 18,244 23,856 99.3 


Exchange-traded contracts3Exchange-traded contracts3  
Futures  0   0  12.4 
Options 1,497 1,080 1,187 1,431 601 463 21 14  3,306   2,988  440.3 
Futures 7.4 
Options 861 246 316 247 443 338 1,620 831 7.5 


TotalTotal  9,039   8,724   5,926   8,249   6,138   8,918   1,219   2,943   22,322   28,834   726.0  14,930 14,093 3,414 4,255 8,010 7,668 527 1,013 26,881 27,029 147.4 


Commodity contractsCommodity contracts  
Over the counter (OTC) contractsOver the counter (OTC) contracts  
Forward contracts 8 14 1 1  9   15  6.4 
Options  0   0  0.0 
Forward contracts 5 3 2,629 2,670 346 304 2,980 2,977 24.9 
Options 0 0 0.0 


TotalTotal  8   14   1   1   0   0   0   0   9   15   6.4  5 3 2,629 2,670 346 304 0 0 2,980 2,977 24.9 


Total derivative instrumentsTotal derivative instruments  40,611   34,006   26,753   31,275   68,944   69,884   33,718   32,857   170,026   168,022   48,665 49,161 29,228 32,155 104,847 104,486 66,329 62,457 249,069 248,259 
Replacement value nettingReplacement value netting  96,579   96,579   166,977 166,977 


Replacement values after nettingReplacement values after netting  73,447   71,443   82,092 81,282 


1PRV: Positive replacement value.  2NRV: Negative replacement value.  3Exchange-traded products include proprietary trades only.

126130


Off-Balance Sheet Information

Note 24 Fiduciary Transactions

Fiduciary placement represents funds which customers have instructed the Group to place in foreign banks. The Group is not liable to the customer for any default by the foreign bank nor do creditors of the Group have a claim on the assets placed.

               
CHF million 31.12.02 31.12.01  31.12.03 31.12.02 


Placements with third parties  43,440  58,466  37,851 43,440 
Fiduciary credits and other fiduciary financial transactions  774  1,136  74 774 


Total fiduciary transactions  44,214  59,602  37,925 44,214 


The Group also acts in its own name as trustee or in fiduciary capacities for the account of third parties. The assets managed in such capacities are not reported on the balance sheet unless they are invested with UBS. UBS earns commission and fee income from such transactions and assets. These activities potentially expose UBS to liability risks in cases of gross negligence with regard to non-compliance ofwith its fiduciary and contractual duties. The risks associated with this business are covered by the standard UBS risk framework.




Note 25 Commitments and Contingent Liabilities



 

The Group utilizes various lending-related financial instruments in order to meet the financial needs of its customers. The Group issues commitments to extend credit, standby and other letters of credit, guarantees, commitments to enter into repurchase agreements, note issuance facilities and revolving underwriting facilities. Guarantees represent irrevocable assurances, subject to the satisfaction of certain conditions, that the Group will make payment in the event that the customer fails to fulfill its obligation to third parties. The Group also enters into commitments to extend credit in the form of credit lines which are available to secure the liquidity needs of ourits customers, but not yet drawn upon by them, the majority of which range in maturity from 1 month to 5 years.

     The contractual amount of these instruments is the maximum amount at risk for the Group if the customer fails to meet its obligations. The risk is similar to the risk involved in extending

loan facilities and is monitored with the same risk control processes and specific credit risk policies. For the years ended 31 December 2003, 2002 2001 and 20002001 the Group recognized CHF 23 million expense recovery, CHF 13 million expense and CHF 25 million expense, respectively, in the income statement related to obligations incurred for contingencies and commitments of CHF 13 million, CHF 25 million and CHF 1 million, respectively.

commitments.
     The Group generally enters into sub-participations to mitigate the risks from the Group’s commitments and contingencies. A sub-participation is an agreement with another party to fund a portion of the credit facility and to take a share of the loss in the event that the borrower fails to fulfill its obligations. The Group retains the contractual relationship with the borrower and the sub-participant has only an indirect relationship with the borrower. The Group will only enter into sub-participation agreements with banks whose rating is at least equal to or higher than that of the borrower.



127131


UBS Group Financial Statements
Notes to the Financial Statements


Note 25 Commitments and Contingent Liabilities (continued)

                
CHF million 31.12.02 31.12.01  31.12.03 31.12.02 


Contingent liabilities  
Credit guarantees and similar instruments1  11,522  18,566  10,832 11,522 
Sub-participations  (650)  (4,944)  (765)  (650)


Total  10,872  13,622  10,067 10,872 


Performance guarantees and similar instruments2  3,216  4,865  2,760 3,216 
Sub-participations  (348)  (4)  (276)  (348)


Total  2,868  4,861  2,484 2,868 


Irrevocable commitments under documentary credits  1,856  2,056  1,971 1,856 
Sub-participations  (259) 0   (373)  (259)


Total  1,597  2,056  1,598 1,597 


Gross contingent liabilities  16,594  25,487  15,563 16,594 
Sub-participations  (1,257)  (4,948)  (1,414)  (1,257)


Net contingent liabilities  15,337  20,539  14,149 15,337 


Irrevocable commitments  
Undrawn irrevocable credit facilities  39,306  50,608  46,623 39,306 
Sub-participations  (446)  (532)  (235)  (446)


Total  38,860  50,076  46,388 38,860 


Liabilities for calls on shares and other equities  21  98  337 21 


Gross irrevocable commitments  39,327  50,706  46,960 39,327 
Sub-participations  (446)  (532)  (235)  (446)


Net irrevocable commitments  38,881  50,174  46,725 38,881 


Gross commitments and contingent liabilities  55,921  76,193  62,523 55,921 
Sub-participations  (1,703)  (5,480)  (1,649)  (1,703)


Net commitments and contingent liabilities  54,218  70,713  60,874 54,218 


1Credit guarantees in the form of bills of exchange and other guarantees, including guarantees in the form of irrevocable letters of credit, endorsement liabilities from bills rediscounted, advance payment guarantees and similar facilities.  2Bid bonds, performance bonds, builders’ guarantees, letters of indemnity, other performance guarantees in the form of irrevocable letters of credit and similar facilities.
                             
 Mortgage Other      Mortgage Other     
CHF million collateral collateral Unsecured Total  collateral collateral Unsecured Total 


Overview of collateral  
Gross contingent liabilities 275 8,254 8,065  16,594  142 7,297 8,124 15,563 
Gross irrevocable commitments 1,084 14,956 23,266  39,306  2,495 23,573 20,555 46,623 
Liabilities for calls on shares and other equities 21  21  337 337 


Total 31.12.2003
 2,637 30,870 29,016 62,523 
Total 31.12.2002  1,359   23,210   31,352   55,921  1,359 23,210 31,352 55,921 


Total 31.12.2001 1,711 25,625 48,857 76,193 



 

Other commitments

The Group enters into commitments to fund external private equity funds and investments, which typically expire within five years. The commitments themselves do not involve credit or market risk as the funds purchase investments at mar-


ketmarket value at the time the commitments are drawn. The maximum amount available to fund these investments at 31 December 20022003 and 31 December 20012002 was CHF 1,537 million and CHF 2,245 million, and CHF 3,548 million, respectively.



128132


 

Note 26 Operating Lease Commitments

At 31 December 2002,2003, UBS was obligated under a number of non-cancellable operating leases for premises and equipment used primarily for banking purposes. The significant premises leases usually include renewal options and escalation clauses in line with general office rental market conditions as well as rent adjustments based on price indices. However, the lease agreements do not contain contingent rent payment clauses and purchase options. The leases also do not impose any restrictions on UBS’s ability to pay dividends, engage in debt financing transactions or enter into further lease agreements.

     Our minimum commitments for non-cancellable leases of premises and equipment are presented as follows:
    
CHF million 31.12.02  31.12.03 


Operating leases due  
2003  1,038 
2004  913  876 
2005  777  770 
2006  663  707 
2007  623  632 
2008 and thereafter  5,082 
2008 595 
2009 and thereafter 3,992 


Total commitments for minimum payments under operating leases  9,096 
Subtotal commitments for minimum payments under operating leases 7,572 


Less: Sublease rentals under non-cancellable leases 645 
Net commitments for minimum payments under operating leases
 6,927 

Operating expenses for the year ended 31 December 2003 include CHF 1,233 million of gross operating lease rentals which were reduced by CHF 43 million of sublease income. Operating expenses include CHF 1,193 million CHF 1,092 million and CHF 8161,092 million in respect of operating lease rentals for the yearyears ended 31 December 2002 and 31 December 2001, and 31 December 2000, respectively.



129133


 

UBS Group Financial Statements
Notes to the Financial Statements

 



Additional Information

 

Note 27 Pledged Assets

Assets are pledged as collateral for collateralized credit lines with central banks, loans from central mortgage institutions, deposit guarantees for savings banks, security deposits relating to stock exchange membership and mortgages on the Group’s property. The following table shows additional information about assets pledged or assigned as security for liabilities and assets subject to reservation of title for the years ended 31 December 20022003 and 31 December 2001. The securities presented in the table below2002.

                 
  Carrying  Related  Carrying  Related 
  amount  liability  amount  liability 
CHF million 31.12.03  31.12.03  31.12.02  31.12.02 
 
Mortgage loans  428   209   808   506 
Securities1
  157,639   121,984   50,945   37,038 
Property and equipment  0   0   129   33 
Other  0   0   2   0 
 
Total pledged assets
  158,067   122,193   51,884   37,577 
 
1 Amounts for 2003 include securities pledged in respect of securities lending and repurchase agreements.
                 
  Carrying  Related  Carrying  Related 
  amount  liability  amount  liability 
CHF million 31.12.02  31.12.02  31.12.01  31.12.01 

Mortgage loans  808   506   1,311   873 
Securities  50,945   37,038   204,623   163,134 
Property and equipment  129   33   160   89 
Other  2   0   2   0 

Total pledged assets  51,884   37,577   206,096   164,096 

agreements: assets CHF 125,411 million and liabilities CHF 121,939 million.

Note 28 Litigation



 

Note 28 Litigation



Due to the nature of their business, the bank and other companies within the UBS Group are involved in various claims, disputes and legal proceedings, arising in the ordinary course of business. The Group makes provisions for such matters when, in the opinion of management and its professional advisors, it is probable that a payment will be made by the Group, and the amount can be reasonably estimated (see Note 20).

In respect of the further claims asserted against the Group of which management is aware (and which, according to the principles outlined above, have not been provided for), it is the opinion of the management that such claims are either without merit, can be successfully defended or will not have a material adverse effect on the Group’s financial condition, results of operations or liquidity.



 

Note 29 Financial Instruments Risk Position



 

This section presents information about the Group’sUBS’s exposure to and its management and control of risks, in particular the primary risks associated with its use of financial instruments:
 market risk is exposure to observable market variables such as interest rates, exchange rates and equity markets
 credit risk is the risk of loss resulting from client or counterparty default and arises on

credit exposure in all forms, including settlement risk

 liquidityfunding and fundingliquidity risk is the risk that the GroupUBS is unable to meet its payment obligations when due, or that it is unable, on an ongoing basis, to borrow funds in the market on an unsecured, or even secured basis at an acceptable price to fund assetsactual or meet obligations at a reasonable price or, in extreme situations, at any price.proposed commitments.
   This section also presents and explains the Group’s regulatory capital position.



130134


 

Note 29 Financial Instruments Risk Position (continued)

a) Market Risk



 

(a)(i) Overview

Market risk is the risk of loss arising from movements in observable market variables such as interest rates, exchange rates and equity markets. In addition to these and other general market risk factors, theThe risk of price movements on securities resulting from general credit and country risk factors and events specific to an individual issuer of securitiesissuers is also considered market risk.
     Market risk is incurred in UBS primarily through trading activities, which are centered in the Corporate and Institutional Clients business of UBS Warburg.Investment Bank. It arises primarily from market making, client facilitation and proprietary positions in equities, fixed income and interest rate products, foreign exchange and, to a lesser extent, precious metals and energy. Such activities are mainly in OECD markets, with some business in emerging markets.
     Group Treasury assumes non-trading risk positions that arise from its balance sheet and capital management activities.
     Further marketMarket risks arise, but to a much lesser extent, in other businessesBusiness Groups primarily from the facilitation of customer business.
     Each Business Group has a Chief Risk Officer (CRO), reporting functionally to the Group CRO, responsible for independent risk control of market risk.
Market risk measures are applied to all trading activities, to foreign exchange, precious metal and energy positions, to the trading books of UBS Warburg,exposures wherever they arise, and to interest rate risk in the banking books of all business groups including Group Treasury book and the independent private banks, and to any other material market risk arising.banks.
     The principal risk measures and controls on market risk are Value at Risk (VaR) and stress loss. VaR expresses the potential loss on the current portfolio from adverse market movements assuming a specified time horizon before positions can be adjusted (holding period), and measured to a specified level of confidence, based on historical market movements. Stress loss is assessed against a set of forward-looking scenarios approved by the Board of Directors, using stress moves in market variables.variables, which are regularly reviewed. Complementary controls are also applied, where appropriate, to prevent undue concentrations, including limitstaking into account varia-

tions in price volatility and market depth and liquidity. They include controls on exposure to individual market risk variables, such as individual interest or

exchange rates, and limits on positions in the securities of individual issuers. These controls are set at levels which reflect variations in price volatility and market depth and liquidity.issuers (‘issuer risk’).

(a)(ii) Interest Rate Risk

Interest rate risk is the risk of loss resulting from changes in interest rates. It is controlled primarily through the limit structure described in (a)(i) above. Exposure to interest rate movements can be expressed for all interest rate sensitive positions, whether marked to market or subject to accrual accounting, as the impact on their fair values of a one basis point (0.01%) change in interest rates. This sensitivity, analyzed by time band, is set out below. Interest rate sensitivity is one of the inputs to the VaR model.
     It should be noted that, in management’s view, any representation of interest rate risk at a specific date offers only a snapshot of the risks taken, by the Group, since both trading and non-trading positions can vary significantly on a daily basis, because they are actively managed. As such, it may not be representative of the level of risk at other times, either in general or in specific currencies or tenors. Furthermore, the presence in the portfolio of option products means that only limited inferences can be drawn about exposure to larger movements in interest rates.
     The table sets out the extent to which the GroupUBS was exposed to interest rate risk at 31 December 20012003 and 2002. It shows the net impact of a one basis point (0.01%) increase in market interest rates across all time bands on the fair values of interest rate sensitive positions, including balance sheet assets and liabilities and derivatives. The impact of such an increase in interest rates depends on theUBS’s net asset or net liability position of the Group in each category, currency and time band in the table. A negative amount in the table reflects a potential reduction in fair value, as a result of an increase in interest rates, while a positive amount reflects a potential increase in fair value.



131135


 

UBS Group Financial Statements
Notes to the Financial Statements


Note 29 Financial Instruments Risk Position (continued)

a) Market Risk (continued)

Interest rate sensitivity position (continued)

                           
    Interest rate sensitivity by time bands at 31.12.2003

CHF thousand Within 1  1 to 3  3 to 12  1 to 5  Over 5    
per basis point increase month  months  months  years  years  Total 
 
CHF Trading  19   (185)  (6)  311   (91)  48 
  Non-trading  (38)  (99)  (359)  (4,288)  (3,587)  (8,371)
 
USD Trading  (17)  (690)  (638)  (941)  1,190   (1,096)
  Non-trading  50   (55)  (92)  (2,213)  (1,702)  (4,012)
 
EUR Trading  (84)  (206)  398   (1,018)  649   (261)
  Non-trading  4   6   (21)  (131)  (196)  (338)
 
GBP Trading  24   31   131   (736)  536   (14)
  Non-trading  0   (10)  (55)  (40)  481   376 
 
JPY Trading  59   (326)  (34)  410   (273)  (164)
  Non-trading  (4)  3   (1)  (5)  (2)  (9)
 
Others Trading  (43)  22   80   (464)  335   (70)
  Non-trading  (1)  0   (6)  (1)  (3)  (11)
 
                           
    Interest rate sensitivity by time bands at 31.12.2002

CHF thousand Within 1  1 to 3  3 to 12  1 to 5  Over 5    
per basis point increase month  months  months  years  years  Total 
 
CHF Trading  (10)  211   (287)  (47)  (18)  (151)
  Non-trading  (42)  (153)  (365)  (6,504)  (5,119)  (12,183)
 
USD Trading  (93)  (256)  (1,021)  (2,668)  2,445   (1,593)
  Non-trading  26   (82)  (72)  (927)  (230)  (1,285)
 
EUR Trading  114   33   12   (1,387)  728   (500)
  Non-trading  (1)  10   (2)  (86)  (193)  (272)
 
GBP Trading  (78)  200   (227)  (453)  (269)  (827)
  Non-trading  (1)  (6)  (39)  92   587   633 
 
JPY Trading  21   12   (502)  (249)  (204)  (922)
  Non-trading  0   1   0   18   (24)  (5)
 
Others Trading  (46)  (61)  500   (54)  (286)  53 
  Non-trading  0   0   (4)  (1)  (3)  (8)
 
                             
      Interest rate sensitivity by time bands at 31.12.2001    
         
CHF thousand Within 1  1 to 3  3 to 12  1 to 5  Over 5    
per basis point increase month  months  months  years  years  Total 

CHF Trading  22   (121)  (35)  (297)  (314)  (745)
    Non-trading  3   (24)  (366)  (7,656)  (6,030)  (14,073)

USD Trading  (299)  35   96   (960)  (2,115)  (3,243)
    Non-trading  35   (113)  (157)  (274)  (15)  (524)

EUR Trading  (129)  73   (269)  (308)  (806)  (1,439)
    Non-trading  (2)  (6)  (38)  182   0   136 

GBP Trading  (89)  27   (520)  65   172   (345)
    Non-trading  0   (7)  (57)  175   624   735 

JPY Trading  175   695   (98)  (1,386)  246   (368)
    Non-trading  1   0   (3)  1   (4)  (5)

Others Trading  (51)  167   126   (404)  369   207 
    Non-trading  0   (1)  0   (1)  (4)  (6)



 

Positions shown as “trading”‘trading’ are those which contribute to market risk regulatory capital, i. e. those considered “trading book”‘trading book’ for regulatory capital purposes (see section d). “Non-trading”‘Non-trading’ includes all other interest rate sensitive assets and liabilities including derivatives designated as hedges for accounting purposes (as explained in Note 23). This distinction differs somewhat from the accounting classification of trading and non-trading assets and liabilities.

     Details of money market paper and debt instruments defined as trading portfolio for accounting purposes are included in Note 11 and

of debt instruments defined as financial invest-

mentsinvestments for accounting purposes in Note 12. Both contribute to the interest rate sensitivity shown in the table. Details of derivatives are shown in Note 23 but it should be noted that interest rate risk arises not only on interest rate contracts but also on other forwards, swaps and options, and, in particular on forward foreign exchange contracts.

Trading

The major part of this risk arises in UBS Warburg’s fixed income securities, currency forwardsthe Investment Bank’s Fixed Income Rates and other derivatives, and money market trading activities.Currencies business.



132136


 

Note 29 Financial Instruments Risk Position (continued)

a) Market Risk (continued)




 

Non-trading

Interest rate risk is inherent in many of UBS’s businesses and arises from factors such as differences in timing between contractual maturity or re-pricing of assets, liabilities and derivative instruments, and the difference in re-pricing characteristics of floating rate indices, such as the savings rate and six-month LIBOR.instruments.
     Most non-trading interest rate risk is captured at the point of business origination and transferred to a risk management unit primarily the Cash and Collateral Trading unit of UBS Warburgthe Investment Bank or Group Treasury where it is managed within the market risk limits described in (a)(i). The margin risks embedded in retail products remain with, and are subject to additional analysis and control withinby, the originating business units.
     Many client products have no contractual maturity date or directly market-linked rate. Their interest rate risk is transferred on a pooled basis through “replication” portfolios portfolios of revolving transactions between the originating business unit and Group Treasury at market rates designed to approximate their average cash flow and re-pricing behavior. The structure and parameters of the replication portfolios are set in accordance with long-term observations of market and client behavior, and are reviewed periodically. The current extraordinarilyIn response to both the extremely low interestdomestic yield environment in Switzerland in 2002 and 2003 and the increased client demand for floating rate environment, especially in Swiss franc rates, led, atinvestment accounts, temporary adjustments deviating from long-term observations were made to the end of 2002, to some temporary adjustment of the replication portfolios for variable rate liabilities.model that replicates client behavior.
     Interest rate risk also arises from balance sheet items such as the financing of the Group’s real estatebank property and equity investments in equity of associated companies, and in particular, the investment of the Group’s equity. TheseThe risk on these items areis also transferred to Group Treasury, through replicating portfolios designed to approximate the desired investment or funding profile mandated by the Group Executive Board.profile.
     The investment of the Group’s equity accounts for CHF 14.2 million of the non-tradingis invested at longer-term fixed interest rate sensitivity, with CHF 11.9 million arisingrates in CHF, USD, EUR and the remainder mainly in USD and a smaller amount in EUR. At 31

December 2002, the Group’s equity was invested in a portfolio of fixed-rate assetsGBP with an average duration of three and a halfapproximately four years, in line with the strategic investment targets set by the Group Executive Board.Board (GEB).
     These investments account for CHF 13.1 million of the non-trading interest rate sensitivity,

with CHF 8.1 million arising in CHF, CHF 4.3 million in USD and the remainder in EUR and GBP. The interest rate sensitivity of these investments is directly related to the chosen investment duration and it should be recognized that, although investing in significantly shorter maturities would lead to a reduction in apparent interest rate sensitivity, it would lead to higher volatility in the Group’s interest earnings.

     For the currencies EUR and GBP the additional interest rate sensitivity arises mainly from subordinated note issues which are intentionally unhedged as they are regarded as part of the Group’s equity for asset and liability management purposes. The additional interest rate sensitivity in USD results predominantly from the write-down of USD intangibles.

(a)(iii) Currency Risk

Currency risk is the risk of loss resulting from changes in exchange rates.

Trading

UBS is an active participant in currency markets and carries currency risk from these trading activities, conducted primarily in UBS Warburg.the Investment Bank. These trading exposures are subject to VaR, stress and concentration limits as described in (a)(i). Details of foreign exchange contracts, most of which arise from trading activities and contribute to currency risk, are shown in Note 23.

Non-tradingNon-Trading

The Group’sUBS’s reporting currency is the Swiss franc but its assets, liabilities, income and expense are denominated in many currencies, with significant amounts in USD, EUR and GBP, as well as CHF.
     Reported profits or losses are exchanged monthly into CHF, reducing volatility in the Group’s earnings from changes in exchange rates. Group Treasury also, from time to time, proactively hedges significant expected foreign currency earnings/earnings / costs (mainly USD, EUR and GBP) within a time horizon ofup to one year, in accordance with the instructions of the


133


UBS Group Financial Statements
Notes to the Financial Statements


Note 29 Financial Instruments Risk Position (continued)

a) Market Risk (continued)


Group Executive Board and subject to its VaR limit. Economic hedging strategies employed include a cost-efficient option strategy, providing a safety net against unfavorable currency fluctuations while preserving upside potential.



137


     From late 2002

Financial Statements
Notes to the Group has begunFinancial Statements

Note 29 Financial Instruments Risk Position (continued)

a) Market Risk (Continued)



The Group’s equity investment is managed in order to diversifyreflect the investmentcurrency distribution of its equityrisk-weighted assets and is diversified into CHF, USD, EUR and EUR in proportionGBP. This creates structural foreign currency exposures, the gains or losses on which are recorded through equity, leading to the currencies of its

fluctuations in UBS’s capital base in line with the fluctuations in risk-weighted assets, in order to protect itsthereby protecting the BIS Tier 1 capital ratio against adverse exchange rate movements against CHF. Other foreign currency assets and liabilities of the business units are required to be match-funded/invested in the relevant currency or otherwise hedged to avoid currency risk.

ratio.
     The table below shows the major currency breakdown of the Group’sUBS’s balance sheet.
sheet and net position by currency at 31 December 2003.



Breakdown of assets and liabilities by currencies

                        
 31.12.02 31.12.01                                 
 
 
  31.12.03 31.12.02
CHF billion CHF USD EUR Other CHF USD EUR Other  CHF USD EUR Other CHF USD EUR Other 


Assets  
Cash and balances with central banks  2.4   0.1   0.6   1.2  3.0 0.3 0.6 17.1  2.4 0.1 0.8 0.3 2.4 0.1 0.6 1.2 
Due from banks  5.2   11.4   7.4   8.5  5.0 8.6 5.2 8.7  4.6 11.8 8.2 7.1 5.2 11.4 7.4 8.5 
Cash collateral on securities borrowed  0.1   126.7   2.7   9.5  0.1 156.4 2.5 3.9  0.7 192.5 7.3 13.4 0.1 126.7 2.7 9.5 
Reverse repurchase agreements  1.9   164.6   61.0   66.5  5.1 142.9 40.2 81.1  1.2 162.4 73.8 83.2 1.9 164.6 61.0 66.5 
Trading portfolio assets  6.1   247.6   51.7   66.0  9.6 265.2 47.2 75.9  8.9 288.9 77.6 86.4 6.1 247.6 51.7 66.0 
Positive replacement values  10.4   8.1   0.8   62.8  30.6 11.4 1.2 30.2  14.6 7.6 0.8 61.3 10.4 8.1 0.8 62.8 
Loans  147.8   39.5   11.5   12.8  151.4 43.1 11.9 20.1  149.7 39.2 12.9 10.7 147.8 39.5 11.5 12.8 
Financial investments  1.1   5.0   1.5   0.8  2.9 7.4 1.5 17.0  0.6 2.4 1.2 0.9 1.1 5.0 1.5 0.8 
Accrued income and prepaid expenses  0.5   4.0   0.3   1.7  0.7 4.9 0.8 1.2  0.3 3.0 1.8 1.1 0.5 4.0 0.3 1.7 
Investments in associates  0.7   0.0   0.0   0.0  0.7 0.0 0.0 0.0  0.5 1.1 0.0 0.0 0.7 0.0 0.0 0.0 
Property and equipment  5.6   1.3   0.1   0.9  6.3 1.5 0.1 0.8  5.9 1.2 0.1 0.5 5.6 1.3 0.1 0.9 
Goodwill and other intangible assets  0.7   12.7   0.0   0.3  0.2 18.5 0.0 0.4  0.1 11.1 0.0 0.3 0.7 12.7 0.0 0.3 
Other assets  1.4   5.0   1.0   1.6  2.1 5.6 0.8 1.4  2.4 4.2 1.8 17.1 1.4 5.0 1.0 1.6 


Total assets  183.9   626.0   138.6   232.6   217.7  665.8  112.0  257.8 
Total balance sheet assets
 191.9 725.5 186.3 282.3 183.9 626.0 138.6 232.6 
Receivables from FX spot, FX forwards, FX options and currency swaps1
 189.5 1,210.5 604.5 871.2 
Total assets including FX derivatives1
 381.4 1,936.0 790.8 1,153.5 


Liabilities  
Due to banks  7.6   48.0   13.8   13.8  8.0 68.6 12.9 17.0  5.8 58.7 39.2 23.5 7.6 48.0 13.8 13.8 
Cash collateral on securities lent  0.0   21.6   5.2   10.1  0.0 24.3 3.2 2.8  0.1 35.4 6.8 11.0 0.0 21.6 5.2 10.1 
Repurchase agreements  17.8   260.8   51.9   36.4  12.8 271.1 30.7 54.0  17.9 277.8 76.4 43.7 17.8 260.8 51.9 36.4 
Trading portfolio liabilities  3.7   68.6   11.3   22.9  2.8 65.2 12.5 25.3  2.4 90.8 20.3 30.5 3.7 68.6 11.3 22.9 
Negative replacement values  10.1   7.1   0.7   63.5  25.7 6.5 1.6 37.7  15.8 7.0 0.4 70.4 10.1 7.1 0.7 63.5 
Due to customers  123.5   111.5   43.6   28.2  123.3 138.8 41.5 30.2  137.1 126.4 51.8 32.1 123.5 111.5 43.6 28.2 
Accrued expenses and deferred income  1.9   8.1   0.9   4.3  2.4 10.0 0.9 4.0  2.0 7.1 0.8 3.8 1.9 8.1 0.9 4.3 
Debt issued  11.4   96.1   14.3   7.6  15.7 120.0 8.8 11.7  10.0 68.1 21.0 21.1 11.4 96.1 14.3 7.6 
Other liabilities  5.4   4.1   0.9   1.9  7.2 6.1 0.9 1.5  6.6 5.3 2.9 16.5 5.4 4.1 0.9 1.9 
Minority interests  0.0   3.4   0.0   0.1  0.1 3.9 0.0 0.1  0.0 3.9 0.1 0.1 0.0 3.4 0.0 0.1 
Shareholders’ equity  39.0   0.0   0.0   0.0  43.5 0.0 0.0 0.0  35.4 0.0 0.0 0.0 39.0 0.0 0.0 0.0 
Of which foreign currency capital in subsidiaries  (13.2) 10.2 1.3 1.7 


Total liabilities, minority interests
and shareholders’ equity
  220.4   629.3   142.6   188.8   241.5  714.5  113.0  184.3  219.9 690.7 221.0 254.4 220.4 629.3 142.6 188.8 


Payables from FX spot, FX forwards, FX options and currency swaps1
 160.6 1,246.2 569.7 899.2 
Total liabilities, minority interests and shareholders’ equity including FX derivatives1
 380.5 1,936.9 790.7 1,153.6 
Net position by currency1
 0.9  (0.9) 0.1  (0.1) 
1 Information required by Swiss banking law for 2003 onwards. This information is not available for 2002.

134138


 

Note 29 Financial Instruments Risk Position (continued)

a) Market Risk (continued)(Continued)



 

(a)(iv) Equity Risk

Equity risk is the risk of loss resulting from changes in the levels of equity indices and values of individual stocks.
     UBS WarburgThe Investment Bank is a significant player in major equity markets and carries equity risk from these activities. These exposures are subject to VaR, stress and concentration limits as described in (a)(i) and, in the case of individual stocks, to issuer risk controls as described in (a)(v).
     Details of equity derivatives contracts (on indices and individual equities), which arise primarily from these activities, are shown in Note 23.

(a)(v) Issuer Risk

The values of tradable assets equities, bonds and other traded debt instruments held for trading – are affected by factors specific to individual issuers as well as general market moves. This can include short termshort-term factors influencing price but also more fundamental causes including severe financial deterioration.
     As an active trader and market maker in equities and bonds, UBS Warburgthe Investment Bank holds positions in tradable assets, which are not only included in VaR, but are also subject to concentration limits on individual issuers, including positions arising from derivatives as well as physical holdings.



 

b) Credit Risk



Credit risk represents the loss which UBS would suffer if a client or counterparty failed to meet its contractual obligations. It is inherent in traditional banking products loans, commitments to lend and other contingent liabilities, such as letters of credit and in foreign exchange and derivativestraded products – derivative contracts such as forwards, swaps and options, (“traded products”).and repo and securities borrowing and lending transactions.

     Reductions in the market values of tradable assets (securities and other obligations in tradable form held for trading) resulting from changes in the credit quality of individual obligors are considered market risk. This is explained in a (v) above.
     To ensure a consistent and unified approach, with appropriate checks and balances, all Business Groups wheretaking material credit risk is taken have independent credit risk control (CRC) functions within whichheaded by Chief Credit officers (CCOs) reporting functionally to the Group CCO. They are responsible for counterparty ratings and credit approvalrisk assessment.
     Credit risk authority, including authority to establish allowances and provisions for credit loss, is exercised by authorized credit officers. CRC has authority over counterparty rating,the Chairman’s Office (by delegation to an Executive Vice Chairman),

by the GEB (by delegation to the Group CCO) and within the Business Groups.

     UBS manages and controls concentrations of credit risk assessmentwherever they are identified, in particular to individual counterparties and approval,groups and the establishment of allowancesto industries and provisions.countries.
     The Group restrictsUBS sets limits on its credit exposure to both individual counterparties and counterparty groups by credit limits. The size of limit depends on the assessment of their financial strength, particularly the sustainable free cash flow to service obligations, and on the economic environment, industry position, and qualitative factors such as management strength.groups. Exposure against limits is measured on a continuous basis and is subject to standard exception reporting.



     Exposure against limits for banking products is measured atas the face value.value amount. For loans, this is shown on the balance sheet and detailed in Note 9a), and for commitments, detailed in Note 25. Both are included in the table below.

     For all traded products, credit exposure is measured for internal risk control purposes based on not only on the current replacement value of contracts but also on potential future changes in replacement value, and credit limits are applied on this basis. The replacement values of derivatives are included in the balance sheet and in the table below. For further information about derivatives see Note 23. Securities borrowing and lending transactions are represented on the balance sheet by the values of cash collateral placed with or received from counterparties while repo/repo / reverse repo transactions are represented by the amounts of the forward commitments for



139


Financial Statements
Notes to the Financial Statements

Note 29 Financial Instruments Risk Position (continued)

b) Credit Risk (continued)



details see Note 10. The credit exposure is generally only a small percentage of the balance sheet amounts. The amounts shown in the table below represent the mark to market values of these

transactions, i.e.i. e. the difference in value between the cash or securities lent or given as collateral by UBS and the value of cash or securities borrowed or taken as collateral by UBS.


135



 

UBS Group Financial Statements
Notes to the Financial Statements



Note 29 Financial Instruments Risk Position (continued)

b) Credit Risk (continued)

Breakdown of credit exposure

Amounts for each product type are shown gross before allowances and provisions.

               
CHF million  31.12.02  31.12.01  31.12.03 31.12.02 


Banking products  
Loans and due from banks1  249,370  261,984 
Contingent liabilities (gross — before participations)2  16,594  25,487 
Undrawn irrevocable commitments (gross — before participations)2  39,306  50,608 
Loans to customers and due from banks1
 248,207 249,370 
Contingent liabilities (gross – before participations)2
 15,563 16,594 
Undrawn irrevocable commitments (gross – before participations)2
 46,623 39,306 


Traded products3  
Derivatives positive replacement values (before collateral but after netting)4  82,092  73,447  84,334 82,092 
Securities borrowing and lending, repos and reverse repos5, 6  20,120  14,074  30,833 20,120 


Allowances and provisions7  (5,621)  (8,218)  (4,326)  (5,621)


Total credit exposure net of allowances and provisions8  401,861  417,382  421,234 401,861 


1 See Note 9a Due from Banks and Loans and the section about the Information Required by Industry Guide 3 in the Additional Disclosures Required under SEC Regulations for further information.  2See Note 25 Commitments and Contingent Liabilities for further information.  3Does not include future potential credit exposure arising from changes in value of products with variable value, i.e. traded products. Potential future credit exposure is however included in internal measures of credit exposure for risk management and control purposes.  4See Note 23 Derivative Instruments: Positive Replacement ValuesInstruments for further information.  5This figure represents the difference in value between the cash or securities lent or given as collateral to counterparties, and the value of cash or securities borrowed or taken as collateral from the same counterparties under stock borrow/borrow / lend and repo/repo / reverse repo transactions.  6See Note 10 Securities Borrowing, Securities Lending, Repurchase and Reverse Repurchase Agreements for further information forabout these types of transactions.  7See Note 9b Allowances and Provisions for Credit Losses for further information.  8The values of bonds, equities and other tradable obligations in the Group’s trading business area are also affected by credit events and default. They are not included in this table exposure is controlled under the market risk control structure described in Note 29 Financial Instruments Risk Position, section a).



136140


 

Note 29 Financial Instruments Risk Position (continued)

b) Credit Risk (continued)



The Group

UBS is an active user of credit derivatives to hedge credit risk in banking and traded products. It also makes use of master netting agreements where possible in its OTC derivatives trading and, in line with general market trends, UBS Warburg has also entered into bilateral collateral agreements with market participants. Further information is given in Note 23.

     Concentrations of credit risk exist if clients are engaged in similar activities, or are located in the same geographic region or have comparable economic characteristics such that their ability to meet contractual obligations would be similarly affected by changes in economic, political or other conditions. The GroupStress measures are therefore applies stress measuresapplied to assess the impact of variations in bankruptcy rates and asset values, taking into account risk concentrations in each portfolio. Stress loss limits are applied where considered necessary, including limits on exposure to all but the best ratedbest-rated countries.
     The GroupUBS classifies a claim as impaired if the book value of the claim exceeds the present value of the cash flows actually expected in future periods – loan interest payments and scheduled principal repayments, or other payments due, (forfor example on derivatives transactions),guarantees, and including liqui-
dationliquidation of collateral where available. Loans are further classi-

fied as non-performing where payment of interest, principal or fees is overdue by more than 90 days or (as now required by Swiss regulatory guidelines) when insolvency proceedings have commenced or obligations have been restructured on concessionary terms. Allowances or provisions are established to ensuredetermined such that the carrying values of impaired claims are determined in accordanceconsistent with the principles of IAS 39. For further information about accounting policy for allowance and provision for credit losses see Note 1 l). For the amounts of allowance and provision for credit losses and amounts of impaired and non-performing loans, see Note 9 b), c) and d).

     The occurrence of actual credit losses is erratic in both timing and amount and those that arise usually relate to transactions entered into in previous accounting periods. In order to make the business ultimately accountableaccount for anyaverage credit losses they suffer but alsoloss over time and to give them the incentive to align their credit risk decisions and risk adjustedencourage risk-adjusted pricing, with the medium term risk profile of their credit transactions, the GroupUBS uses the concept of “expected loss”‘expected loss’ for management purposes. Expected loss is a statistically based measure intended to reflect the annual costcosts that will arise, on average, over time, from transactionspositions that become impaired, and is a function of the probability of default (given by the counterparty rating), current and likely future exposure to the counterparty and the likely severity of the loss should default actually occur.



137141


 

UBS Group Financial Statements
Notes to the Financial Statements


Note 29 Financial Instruments Risk Position (continued)

c) Liquidity Risk



 

The Group’sUBS’s approach to liquidity management is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, without compromising its ability to respond quickly to strategic market opportunities. The Group’sA centralized approach is adopted, based on an integrated framework incorporating the assessment of expected cash flows and the availability of high-grade collateral which could be used to secure additional funding if required. The liquidity position is assessed and managed under a variety of scenarios, giving due consideration to stress factors. Scenarios

factors. Scenarios encompass both normal market conditions and stressed conditions, including both UBS-specific and general market crises. The impact on both trading and client businesses is considered, taking account of potential collateral with which funds might be raised, and the possibility that customers might seek to withdraw funds or draw down unutilized committed credit lines.

     The breakdown by contractual maturity of assets and liabilities, which is the basis of the “normal market conditions” scenario, at 31 December 20022003 is shown in the table below.



 

Maturity analysis of assets and liabilities

                                             
 Due Due      Due Due     
 Due between between Due    Due between between Due   
 On Subject within 3 and 1 and after    On Subject within 3 and 1 and after   
CHF billion demand to notice1 3 mths 12 mths 5 years 5 years Total  demand to notice1 3 mths 12 mths 5 years 5 years Total 


Assets  
Cash and balances with central banks 4.3 4.3  3.6 3.6 
Due from banks 10.5 0.0 20.5 0.8 0.5 0.2 32.5  22.4 0.8 6.0 0.9 1.4 0.2 31.7 
Cash collateral on securities borrowed 0.0 0.0 138.7 0.0 0.4 0.0 139.1  9.5 166.2 37.4 0.7 0.1 0.0 213.9 
Reverse repurchase agreements 0.0 2.7 230.8 55.3 3.7 1.5 294.0  44.0 35.1 193.7 43.0 3.7 1.1 320.6 
Trading portfolio assets 371.4 0.0 0.0 0.0 0.0 0.0 371.4 
Positive replacement values 82.1 0.0 0.0 0.0 0.0 0.0 82.1 
Trading portfolio assets2
 461.8 0.0 0.0 0.0 0.0 0.0 461.8 
Positive replacement values2
 84.3 0.0 0.0 0.0 0.0 0.0 84.3 
Loans 0.0 21.0 86.6 34.4 64.6 4.9 211.5  20.6 44.9 33.5 37.8 66.8 8.9 212.5 
Financial investments 5.9 0.0 1.5 0.2 0.5 0.3 8.4  4.0 0.0 0.6 0.2 0.2 0.1 5.1 
Accrued income and prepaid expenses 6.5 0.0 0.0 0.0 0.0 0.0 6.5  6.2 0.0 0.0 0.0 0.0 0.0 6.2 
Investments in associates 0.0 0.0 0.0 0.0 0.0 0.7 0.7  0.0 0.0 0.0 0.0 0.0 1.6 1.6 
Property and equipment 0.0 0.0 0.0 0.0 0.0 7.9 7.9  0.0 0.0 0.0 0.0 0.0 7.7 7.7 
Goodwill and other intangible assets 0.0 0.0 0.0 0.0 0.0 13.7 13.7  0.0 0.0 0.0 0.0 0.0 11.5 11.5 
Other assets 9.0 0.0 0.0 0.0 0.0 0.0 9.0  11.9 13.6 0.0 0.0 0.0 0.0 25.5 


Total 31.12.2003
 668.3 260.6 271.2 82.6 72.2 31.1 1,386.0 
Total 31.12.2002  489.7   23.7   478.1   90.7   69.7   29.2   1,181.1  489.7 23.7 478.1 90.7 69.7 29.2 1,181.1 

Total 31.12.2001 529.7 30.0 513.4 74.2 63.6 42.4 1,253.3 


Liabilities  
Due to banks 10.7 2.9 64.7 2.5 2.2 0.1 83.1  52.0 4.6 66.3 3.4 0.8 0.1 127.2 
Cash collateral on securities lent 0.0 0.0 36.8 0.0 0.0 0.0 36.8  5.1 46.8 1.4 0.0 0.0 0.0 53.3 
Repurchase agreements 0.0 0.3 329.5 36.9 0.1 0.1 366.9  158.5 13.2 186.0 57.8 0.3 0.0 415.8 
Trading portfolio liabilities 106.5 0.0 0.0 0.0 0.0 0.0 106.5 
Negative replacement values 81.3 0.0 0.0 0.0 0.0 0.0 81.3 
Trading portfolio liabilities2
 144.0 0.0 0.0 0.0 0.0 0.0 144.0 
Negative replacement values2
 93.6 0.0 0.0 0.0 0.0 0.0 93.6 
Due to customers 147.3 2.2 150.2 5.1 1.3 0.9 307.0  146.3 109.7 83.1 5.3 1.8 1.2 347.4 
Accrued expenses and deferred income 15.3 0.0 0.0 0.0 0.0 0.0 15.3  13.7 0.0 0.0 0.0 0.0 0.0 13.7 
Debt issued 0.0 0.0 54.8 21.6 33.1 19.9 129.4  0.0 0.0 1.7 63.9 33.6 21.0 120.2 
Other liabilities 12.3 0.0 0.0 0.0 0.0 0.0 12.3  17.6 13.7 0.0 0.0 0.0 0.0 31.3 


Total 31.12.2003
 630.8 188.0 338.5 130.4 36.5 22.3 1,346.5 
Total 31.12.2002  373.4   5.4   636.0   66.1   36.7   21.0   1,138.6  373.4 5.4 636.0 66.1 36.7 21.0 1,138.6 


Total 31.12.2001 362.8 6.4 700.0 93.9 29.3 13.3 1,205.7 

1 Deposits without a fixed term, on which notice of withdrawal or termination has not been given (such funds may be withdrawn by the depositor or repaid by the borrower subject to an agreed period of notice).2 Trading and derivative positions are shown within ‘on demand’ which management believes most accurately reflects the short-term nature of trading activities. The contractual maturity of the instruments may however extend over significantly longer periods.



138142


 

Note 29 Financial Instruments Risk Position (continued)

d) Capital Adequacy



 

The Group monitors the adequacy of itsUBS’s capital is monitored using, among other measures, the rules and ratios established by the Basel Committee on Banking Supervision (“BIS rules/rules / ratios”). The BIS ratios compare the amount of the Group’s eligible capital (in total and Tier 1) with the total of its risk weightedrisk-weighted assets (RWAs).

     While the GroupUBS monitors and reports its capital ratios under BIS rules, it is the rules established by the Swiss regulator, the EBK, which ultimately determine the capital required to underpin its business, and these rules, on balance, result in higher RWAs than the BIS rules. As a result, UBS’s ratios are lower when calculated under the EBK regulations than they would be if calculated under the BIS guidelines.rules.
     The GroupUBS has complied with all BIS and EBK regulatory capital rules for all periods reported.

BIS Eligible capital

BIS eligible capital consists of two parts: Tier 1 capital comprises share capital, share premium, retained earnings including current year profit, foreign currency translation and minority interests less accrued dividends, net long positions in own shares and goodwill; Tier 2 capital includes the Group’s subordinated long-term debt. Tier 1 capital is required to be at least 4% and Total eligible capital at least 8% of RWAs.

BIS Risk-Weighted Assets (RWAs)

Three elements make up total RWAs - - credit risk, other assets and market risk, each of which is described below.
     The credit risk component consists of onon- and off-balance sheet claims, measured according to regulatory formulae outlined below, weighted according to type of counterparty and collateral at 0%, 20%, 50% or 100%. The least risky claims, such as claims on OECD governments and claims collateralized by cash, are weighted at 0%, meaning that no capital support is required, while the claims deemed most risky, including

unsecured claims on corporates and

private customers, are weighted at 100%, meaning that 8% capital support is required.

     Securities not held for trading are included as claims, based on the net long position in the securities of each issuer, including both physical holdings and positions derived from other transactions such as options.
     Claims arising from derivatives transactions include not only the current positive replacement value (shown in the table below under Balance sheet assets), but also an “add-on”‘add-on’ to reflect their potential future exposure (shown in the table below under Off-balance sheet and other positions Forward and swap contracts, and Purchased options).
     Claims arising from contingent commitments and irrevocable facilities granted are converted to credit equivalent amounts based on specified percentages of nominal value.
     There are other assets,types of asset, most notably property and equipment investments and intangibles, which, while not subject to credit risk, represent a risk to the bank in respect of their potential for write-down and impairment and which therefore require capital underpinning. They are weighted at 100% of book value under BIS rules but EBK weightings are generally higher.
     Capital is required to support market risk arising in all foreign exchange, precious metals and energy positions, and all positions held for trading in interest rate instruments and equities, including risks on individual equities, and traded debt obligations such as bonds. UBS computes this risk using a Value at Risk model approved in 1999 by the EBK, from which the market risk capital requirement is derived. Unlike the calculations for credit risk and other assets, this produces the capital requirement itself rather than the RWA amount. In order to compute a total capital ratio, the market risk capital requirement is therefore converted to a “RWA equivalent”‘RWA equivalent’ (shown in the table below as Market risk positions) such that the capital requirement is 8% of this RWA equivalent, i. e.i.e. the market risk capital requirement is multiplied by 12.5.



139143


 

UBS Group Financial Statements
Notes to the Financial Statements

 

Note 29 Financial Instruments Risk Position (continued)

d) Capital Adequacy (continued)

Risk-weighted assets (BIS)

                               
 Balance Balance    Balance Balance   
 sheet/ Risk- sheet/ Risk-  sheet/ Risk- sheet / Risk- 
 notional weighted notional weighted  notional weighted notional weighted 
 amount amount amount amount  amount amount amount amount 
CHF million 31.12.02 31.12.02 31.12.01 31.12.01  31.12.03 31.12.03 31.12.02 31.12.02 


Balance sheet assets  
Due from banks and other collateralized lendings1  356,501   8,877  380,641 7,640  441,662 8,565 356,501 8,877 
Net positions in securities2  9,096   8,193  29,500 10,992  6,755 6,182 9,096 8,193 
Positive replacement values3  82,092   21,680  73,447 19,556  84,334 22,324 82,092 21,680 
Loans and other collateralized lendings1  320,752   147,703  305,624 154,908 
Loans, net of allowances for credit losses and other collateralized lendings1
 337,028 153,537 320,752 147,703 
Accrued income and prepaid expenses  6,453   3,025  7,554 3,679  6,218 4,284 6,453 3,025 
Property and equipment  10,384   10,149  13,202 13,202  9,840 9,614 10,384 10,149 
Other assets  8,952   5,774  9,875 4,504  25,459 7,670 8,952 5,774 


Off-balance sheet and other positions  
Contingent liabilities  16,594   8,224  25,487 9,868  15,563 8,167 16,594 8,224 
Irrevocable commitments  39,327   4,622  50,705 5,034  46,960 6,863 39,327 4,622 
Forward and swap contracts4  9,455,928   4,253  8,362,374 9,256  11,746,880 4,710 9,455,928 4,253 
Purchased options4  298,800   1,023  365,100 1,777  1,183,708 1,716 298,800 1,023 


Market risk positions5  15,267  13,319  18,269 15,267 


Total risk-weighted assets  238,790  253,735  251,901 238,790 


1 Includes securities lending and reverse repo transactions.  2 Excluding positions in the trading book, which are included in Market risk positions.  3 Represents the mark to market values of Forward and swap contracts and Purchased options, where positive.  4 Risk-weighted amount represents the “add-ons” for these contracts.  5 Regulatory capital adequacy requirements for market risk, calculated using the approved Value at Risk model, multiplied by 12.5 to give the “risk-weighted asset equivalent”.

BIS capital ratios

                            
 Capital Ratio Capital Ratio  Capital Ratio Capital Ratio 
 CHF million % CHF million %  CHF million % CHF million % 
 31.12.02 31.12.02 31.12.01 31.12.01  31.12.03 31.12.03 31.12.02 31.12.02 


Tier 1  27,047   11.3  29,322 11.6  29,765 11.8 27,047 11.3 
of which hybrid Tier 1  3,182   1.3  3,848 1.5  3,224 1.3 3,182 1.3 
Tier 2  5,962   2.5  8,149 3.2  3,816 1.5 5,962 2.5 


Total BIS  33,009   13.8  37,471 14.8  33,581 13.3 33,009 13.8 


The Tier 1 capital includes CHF 3,1823,224 million (USD 2,3002,600 million) trust preferred securities at 31 December 20022003 and CHF 3,8483,182 million (USD 2,300 million) at 31 December 2001.2002.



140144


 

Note 30 Fair Value of Financial Instruments



The following table presents the fair value of financial instruments based on the following valuation methods and assumptions. It is presented because not all financial instruments are reflected in the financial statements at fair value.

     Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s-length transaction. Market prices are used to determine fair value, where an active market (such as a recognized stock exchange) exists, as it is the best evidence of the fair value of a financial instrument. Market prices are not, however, available for a significant number of the financial assets and liabilities held and issued by the Group. Therefore, for financial instruments where no market price is available, the fair values presented in the following table have been estimated using present value or other estimation and valuation techniques based on market conditions existing at balance sheet dates.
     The values derived from applying these techniques are significantly affected by the underlying assumptions made concerning both the amounts and timing of future cash flows and the discount rates. The following methods and assumptions have been used:
(a) trading assets, derivatives and other transactions undertaken for trading purposes are measured at fair value by reference to quoted market prices when available. If quoted market prices are not available, then fair values are estimated on the basis of pricing models, or discounted cash flows. Fair value is equal to the carrying amount for these items;
(b) financial investments classified as available for sale are measured at fair value by reference to quoted market prices when available. If quoted market prices are not available, then fair values are estimated on the basis of pricing models or other recognized valuation techniques. Prior to the adoption of IAS 39 in 2001, financial investments were carried at cost or if considered held for sale, at the

  lower of cost or market. Upon the adoption of the standard, all financial investments are carried at fair value. Unrealized gains and unrealized losses, excluding impairment writedowns, are recorded in Shareholders’shareholders’ equity until an asset is sold, collected or otherwise disposed of;
(c) the carrying amount of liquid assets and other assets maturing within 12 months is assumed to approximate their fair value. This assumption is applied to liquid assets and the short termshort-term elements of all other financial assets and financial liabilities;
(d) the fair value of demand deposits and savings accounts with no specific maturity is assumed to be the amount payable on demand at the balance sheet date;
(e) the fair value of variable rate financial instruments is assumed to be approximated by their carrying amounts and, in the case of loans, does not, therefore, reflect changes in their credit quality as the impact of credit risk is recognized separately by deducting the amount of the allowance for credit losses from both book and fair values;
(f) the fair value of fixed rate loans and mortgages is estimated by comparing market interest rates when the loans were granted with current market rates offered on similar loans. Changes in the credit quality of loans within the portfolio are not taken into account in determining gross fair values as the impact of credit risk is recognized separately by deducting the amount of the allowance for credit losses from both book and fair values.
The assumptions and techniques have been developed to provide a consistent measurement of fair value for the Group’s assets and liabilities in the following table. However, because other institutions may use different methods and assumptions, such fair value disclosures in this Note cannot necessarily be compared from one financial institution to another.



141145


 

UBS Group Financial Statements
Notes to the Financial Statements

 



 

Note 30 Fair Value of Financial Instruments (continued)

                                                 
 Carrying Fair Unrealized Carrying Fair Unrealized  Carrying Fair Unrealized Carrying Fair Unrealized 
 value value gain/(loss) value value gain/(loss)  value value gain/(loss) value value gain/(loss) 
CHF billionCHF billion 31.12.02 31.12.02 31.12.02 31.12.01 31.12.01 31.12.01  31.12.03 31.12.03 31.12.03 31.12.02 31.12.02 31.12.02 


AssetsAssets  
Cash and balances with central banksCash and balances with central banks  4.3   4.3   0.0  21.0 21.0 0.0  3.6 3.6 0.0 4.3 4.3 0.0 
Due from banksDue from banks  32.5   32.5   0.0  27.7 27.7 0.0  31.7 31.7 0.0 32.5 32.5 0.0 
Cash collateral on securities borrowedCash collateral on securities borrowed  139.1   139.1   0.0  162.9 162.9 0.0  213.9 213.9 0.0 139.1 139.1 0.0 
Reverse repurchase agreementsReverse repurchase agreements  294.1   294.1   0.0  269.3 269.3 0.0  320.6 320.6 0.0 294.1 294.1 0.0 
Trading portfolio assetsTrading portfolio assets  371.4   371.4   0.0  397.9 397.9 0.0  461.8 461.8 0.0 371.4 371.4 0.0 
Positive replacement valuesPositive replacement values  82.1   82.1   0.0  73.4 73.4 0.0  84.3 84.3 0.0 82.1 82.1 0.0 
LoansLoans  211.8   214.1   2.3  226.7 227.0 0.3  212.5 213.8 1.3 211.8 214.1 2.3 
Financial investmentsFinancial investments  8.4   8.4   0.0  28.8 28.8 0.0  5.1 5.1 0.0 8.4 8.4 0.0 


LiabilitiesLiabilities  
Due to banksDue to banks  83.4   83.4   0.0  107.2 107.2 0.0  127.2 127.2 0.0 83.4 83.4 0.0 
Cash collateral on securities lentCash collateral on securities lent  36.9   36.9   0.0  30.3 30.3 0.0  53.3 53.3 0.0 36.9 36.9 0.0 
Repurchase agreementsRepurchase agreements  366.9   366.9   0.0  368.6 368.6 0.0  415.9 415.9 0.0 366.9 366.9 0.0 
Trading portfolio liabilitiesTrading portfolio liabilities  106.5   106.5   0.0  105.8 105.8 0.0  144.0 144.0 0.0 106.5 106.5 0.0 
Negative replacement valuesNegative replacement values  81.3   81.3   0.0  71.4 71.4 0.0  93.6 93.6 0.0 81.3 81.3 0.0 
Due to customersDue to customers  307.4   307.5   (0.1) 334.0 334.0 0.0  347.3 347.3 0.0 307.4 307.5  (0.1)
Debt issuedDebt issued  129.8   131.7   (1.9) 157.5 158.6  (1.1) 120.2 121.5  (1.3) 129.8 131.7  (1.9)


SubtotalSubtotal  0.3   (0.8) 0.0 0.3 


Unrealized gains and losses recorded in shareholders’ equity before tax on:Unrealized gains and losses recorded in shareholders’ equity before tax on:  
Financial investments  1.1  1.2 
Derivative instruments designated as cash flow hedges  (0.3)  (0.6)
Financial investments 0.8 1.1 
Derivative instruments designated as cash flow hedges  (0.2)  (0.3)
Net unrealized gains and losses not recognized in the income statementNet unrealized gains and losses not recognized in the income statement  1.1   (0.2) 0.6 1.1 




 

The table does not reflect the fair values of non-financial assets and liabilities such as property, equipment, goodwill, prepayments and non-interest accruals. Where applicable, the interest accrued to date on financial instruments is included, for purposes of the above fair value disclosure, in the carrying value of the financial instruments.

     Substantially all of the Group’s commitments to extend credit are at variable rates. Accordingly, the Group has no significant exposure to fair value fluctuations resulting from interest rate movements related to these commitments.
     The fair values of the Group’s fixed rate loans, long- and medium-term notes and bonds issued are predominantly hedged by derivative instruments, mainly interest rate swaps, as explained in Note 23. The interest rate risk inherent in balance sheet positions with no specific maturity is also hedged with derivative instruments based on management’s view on the effective interest repricing date of the products.
     The hedging derivative instruments are carried on the balance sheet at fair values, which are

included in the Positive or Negative replacement values in the above table. When the interest rate risk on a fixed rate financial instrument is hedged with a derivative in a fair value hedge, the fixed rate financial instrument (or hedged portion thereof) is reflected in the above table at fair value only in relation to the interest rate risk, not the credit risk as explained in (f) above. Fair value changes are recorded in net profit. The treatment of derivatives designated as cash flow hedges is explained in Note 1v). The amount shown in the table as “derivative instruments designated as cash flow hedges” is the net change in fair values on such derivatives that is recorded in Shareholders’ equity and not yet transferred to income or expense.

     The increasedecrease in the Net unrealizedfair value gains and losses during 20022003 of CHF 1.30.5 billion is mainly attributable to the change in the unrealized gains and losses of fixed rate long-term assets, which have increaseddecreased by CHF 2.01.0 billion from the prior year as a result of declininghigher interest rates during 2002.in 2003. This was partially offset by an increasea decrease in fair valueunrealized loss from fixed rate long-term debt.



142146


 

Note 31 RetirementPension and Other Post-Retirement Benefit Plans and Other Employee Benefits



 

a) Defined benefit plans

The Group has established various pension plans inside and outside of Switzerland. The major plans are located in Switzerland, the UK, the US and Germany. Independent actuarial valuations are performed for the plans in these locations. The measurement date of these plans is the 31 December for each year presented.
     The overall investment policy and strategy for the Group’s defined benefit pension plans is guided by the objective to achieve an investment return which, together with the contributions paid, is sufficient to maintain reasonable control over the various funding risks of the plans. The investment advisors appointed by plan trustees are responsible for determining the mix of asset types and target allocations which are reviewed by the plan trustees on an ongoing basis. Actual asset allocation is determined by a variety of current economic and market conditions and in consideration of specific asset class risk.
     The expected long-term rates of return on plan assets are based on long-term expected inflation, interest rates, risk premiums and targeted asset class allocations. These estimates take into consideration historical asset class returns and are determined together with the plans’ investment and actuarial advisors.

Swiss pension plan

The pension plan covers practically all employees in Switzerland and exceeds the minimum benefit requirements under Swiss law. Contributions to the pension plan are paid for by employees and the Group. The employee contributions are calculated as a percentage of insured annual salary and are deducted monthly. The percentages deducted from salary for full benefit coverage (including risk benefits) depend on age and vary between 7% and 10%. The Group pays a variable contribution that ranges between 150% and 220% of the sum of employees’ contributions. The employer contributions expected to be made in 2004 to the pension plan are CHF 350 million.
     The pension plan formulacomputation of the benefits is based on years of contributions andthe final covered salary. The benefits covered include retirement benefits, disability, death and survivor pension.
     In 1999, the Group recognized a prepaid pension asset of CHF 456 million representing

excess employer contributions. In 2002,2003, the remaining CHF 33 million (2002 CHF 323 million, (20012001 CHF 0 million, 2000 CHF 100 million) of this asset was used to fund the employer contributions and was recognized as a pension expenses.expense.

     The accumulated benefit obligation (which is the current value of accrued benefits without allowance for future salary increases) was CHF 16,817 million as of 31 December 2003 (2002 CHF 15,853 million, 2001 CHF 14,750 million).

Foreign pension plans

The foreign locations of UBS operate various pension plans in accordance with local regulations and practices. Among these plans are defined contribution plans as well as defined benefit plans. The locations with defined benefit plans of a material nature are in the UK, the US and Germany. The UK and the US defined benefit plans are closed to new entrants who are covered by defined contribution plans.

The amounts shown for foreign plans reflect the net funded positions of the major foreign plans.

     The retirement plans provide benefits in the event of retirement, death, disability or employment termination. The plans’ retirement benefits depend on age, contributions and level of compensation. The principal plans are financed in full by the Group. The employer contributions expected to be made in 2004 to these pension plans are CHF 63 million. The funding policy for these plans is consistent with local government and tax requirements.

     The assumptions used in foreign plans take into account local economic conditions.
     The amounts shownaccumulated benefit obligation for foreignthese pension plans reflectwas CHF 3,609 million as of 31 December 2003 (2002 CHF 3,376 million, 2001 CHF 3,195 million).
     For pension plans with an accumulated benefit obligation in excess of plan assets, the net funded positionsaggregate projected benefit obligation and accumulated benefit obligation was CHF 944 million and CHF 930 million as of 31 December 2003 (2002 CHF 3,436 million and 3,376 million, 2001 CHF 1,411 million and 1,373 million). The fair value of plan assets for these plans was 677 million as of 31 December 2003 (2002 CHF 2,382 million, 2001 CHF 1,010 million).



147


Financial Statements
Notes to the major foreign plans.

Financial Statements

Note 31 Pension and Other Post-Retirement Benefit Plans (continued)



b) Post-retirement medical and life plans

In the US and the UK the Group offers retiree medical benefits that contribute to the health care coverage of employees and beneficiaries after retirement. In addition to retiree medical benefits, the Group in the US also provides retiree life insurance benefits.
     The benefit obligation in excess of fair value of plan assets for those plans amounts to CHF 164179 million as of 31 December 2002 (20012003 (2002 CHF 142164 million, 20002001 CHF 111142 million) and the total accrued post-retirement cost to CHF 130137 million as of 31 December 2002 (20012003 (2002 CHF 130 million, 20002001 CHF 108130 million). The net periodic post-retirement costs for the years ended 31 December

2003, 31 December 2002 and 31 December 2001 and 31 December 2000 were CHF 22 million, CHF 25 million and CHF 24 million, and CHF 22 million, respectively.

c) Defined contribution plans

The Group also sponsors a number of defined contribution plans primarily in the UK and the US. Certain plans permit employees to make contributions and earn matching or other contributions from the Group. The contributions to these plans recognized as expense for the years ended 31 December 2003, 31 December 2002 and 31 December 2001 and 31 December 2000 were CHF 141 million, CHF 133 million and CHF 117 million, and CHF 66 million, respectively.



143

a) Defined benefit plans

                         
  Swiss Foreign
CHF million 31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01 
 
Defined benefit obligation at the beginning of the year  (19,204)  (17,879)  (17,712)  (3,436)  (3,553)  (3,406)
Service cost  (564)  (554)  (541)  (91)  (108)  (121)
Interest cost  (703)  (699)  (674)  (197)  (210)  (204)
Plan amendments                      (1)
Special termination benefits  (70)  (209)  (262)            
Actuarial gain / (loss)  1,395   (681)  421   (201)  (177)  (345)
Benefits paid  930   818   889   124   111   107 
Curtailment / settlement                  74     
Foreign currency translation              138   427   (12)
Other                      429 
 
Defined benefit obligation at the end of the year
  (18,216)  (19,204)  (17,879)  (3,663)  (3,436)  (3,553)
 
Fair value of plan assets at the beginning of the year  16,566   18,289   19,074   2,382   2,887   3,378 
Actual return on plan assets  1,411   (1,350)  (765)  429   (240)  (220)
Employer contributions  370   236   656   831   164   258 
Plan participant contributions  202   209   213             
Benefits paid  (930)  (818)  (889)  (124)  (111)  (107)
Foreign currency translation              (116)  (318)  7 
Other                      (429)
 
Fair value of plan assets at the end of the year
  17,619   16,566   18,289   3,402   2,382   2,887 
 
Funded status
  (597)  (2,638)  410   (261)  (1,054)  (666)
Unrecognized net actuarial (gains) / losses  1,716   3,892   961   970   1,126   673 
Unrecognized prior service cost              1   1   2 
Unrecognized asset  (1,119)  (1,221)  (1,015)            
 
(Accrued) / prepaid pension cost
  0   33   356   710   73   9 
 



148


 

UBS Group Financial Statements
Notes to the Financial Statements

Note 31 RetirementPension and Other Post-Retirement Benefit Plans and Other Employee Benefits
(continued)

a) Defined benefit plans

                         
  Swiss  Foreign 
  
  
 
CHF million 31.12.02  31.12.01  31.12.00  31.12.02  31.12.01  31.12.00 

Defined benefit obligation
at the beginning of the year
  (17,879)  (17,712)  (17,011)  (3,553)  (3,406)  (2,444)
Service cost  (554)  (541)  (545)  (108)  (121)  (165)
Interest cost  (699)  (674)  (666)  (210)  (204)  (162)
Plan amendments                  (1)    
Special termination benefits  (209)  (262)  (211)          (3)
Actuarial gain/(loss)  (681)  421       (177)  (345)  (99)
Benefits paid  818   889   721   111   107   84 
Curtailment/settlement              74         
Acquisition of PaineWebber                      (740)
Foreign currency translation              427   (12)  123 
Other                  429     

Defined benefit obligation
at the end of the year
  (19,204)  (17,879)  (17,712)  (3,436)  (3,553)  (3,406)

Fair value of plan assets
at the beginning of the year
  18,289   19,074   18,565   2,887   3,378   2,880 
Actual return on plan assets  (1,350)  (765)  535   (240)  (220)    
Employer contributions  236   656   490   164   258   13 
Plan participant contributions  209   213   205           23 
Benefits paid  (818)  (889)  (721)  (111)  (107)  (84)
Acquisition of PaineWebber                      676 
Foreign currency translation              (318)  7   (130)
Other                  (429)    

Fair value of plan assets at the end of the year  16,566   18,289   19,074   2,382   2,887   3,378 

Funded status  (2,638)  410   1,362   (1,054)  (666)  (28)
Unrecognized net actuarial (gains)/losses  3,892   961   (331)  1,126   673   (81)
Unrecognized transition amount                      1 
Unrecognized prior service cost              1   2   2 
Unrecognized asset  (1,221)  (1,015)  (675)          (47)

(Accrued)/prepaid pension cost  33   356   356   73   9   (153)

Movement in the net (liability) or asset                        
(Accrued)/prepaid pension cost at the beginning of the year  356   356   456   9   (153)  (63)
Net periodic pension cost  (559)  (656)  (590)  (83)  (97)  (55)
Employer contributions  236   656   490   164   258   13 
Acquisition of PaineWebber                      (63)
Foreign currency translation              (17)  1   15 

(Accrued)/prepaid pension cost  33   356   356   73   9   (153)

Amounts recognized in the Balance Sheet                        
Prepaid pension cost  33   356   356   220   185   53 
Accrued pension liability              (147)  (176)  (206)

(Accrued)/prepaid pension cost  33   356   356   73   9   (153)

(continued)



144

                         
       
       
       
  Swiss  Foreign
CHF million 31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01 
 
Movement in the net (liability) or asset
                        
(Accrued) / prepaid pension cost at the beginning of the year  33   356   356   73   9   (153)
Net periodic pension cost  (403)  (559)  (656)  (168)  (83)  (97)
Employer contributions  370   236   656   831   164   258 
Foreign currency translation              (26)  (17)  1 
 
(Accrued) / prepaid pension cost
  0   33   356   710   73   9 
 
                         
Amounts recognized in the Balance Sheet
                        
Prepaid pension cost      33   356   862   220   185 
Accrued pension liability              (152)  (147)  (176)
 
(Accrued) / prepaid pension cost
  0   33   356   710   73   9 
 
                         
CHF million
For the year ended
                        
 
Components of net periodic pension cost
                        
Service cost  564   554   541   91   108   121 
Interest cost  703   699   674   197   210   204 
Expected return on plan assets  (818)  (900)  (947)  (178)  (199)  (228)
Increase / (decrease) of unrecognized assets  (102)  206   339             
Special termination benefits  70   209   262             
Amortization of unrecognized prior service cost                  1     
Amortization of unrecognized net (gains) / losses  188           58   22     
Curtailment / settlement                  (59)    
Employee contributions  (202)  (209)  (213)            
 
Net periodic pension cost
  403   559   656   168   83   97 
 
                         
Principal actuarial assumptions used (%)
                        
 
Assumptions used to determine defined benefit obligations at the end of the year
                        
Discount rate  3.8   3.8   4.0   5.7   5.8   6.2 
Expected rate of salary increase  2.5   2.5   2.5   4.6   4.4   4.4 
Rate of pension increase  1.0   1.5   1.5   1.9   1.5   1.5 
                         
Assumptions used to determine net periodic pension cost for the year ended
                        
Discount rate  3.8   4.0   4.0   5.8   6.2   6.3 
Expected rate of return on plan assets  5.0   5.0   5.0   7.1   7.3   7.9 
Expected rate of salary increase  2.5   2.5   2.5   4.4   4.4   4.4 
Rate of pension increase  1.5   1.5   1.5   1.5   1.5   1.6 
 
                         
Plan assets
                        
 
Actual plan asset allocation (%)
                        
Equity instruments  39   35   45   52   57   57 
Debt instruments  43   47   39   30   36   35 
Real estate  12   13   13   1   1   1 
Other  6   5   3   17   6   7 
 
Total
  100   100   100   100   100   100 
 


149


 

Financial Statements
Notes to the Financial Statements



Note 31 RetirementPension and Other Post-Retirement Benefit Plans and Other Employee Benefits
(continued)

a) Defined benefit plans (continued)

                         
  Swiss  Foreign 
  
  
 
CHF million                  
For the year ended 31.12.02  31.12.01  31.12.00  31.12.02  31.12.01  31.12.00 

Components of net periodic pension cost                        
Current service cost  554   541   545   108   121   165 
Interest cost  699   674   666   210   204   162 
Expected return on plan assets  (900)  (947)  (927)  (199)  (228)  (243)
Adjustment to limit prepaid pension cost  206   339   300             
Amortization of unrecognized prior service cost  209   262   211   1       3 
Amortization of unrecognized net (gains)/losses              22       (9)
Curtailment/settlement              (59)        
Employee contributions  (209)  (213)  (205)          (23)

Net periodic pension cost  559   656   590   83   97   55 

Actual return on plan assets (%)  (7.5)  (4.0)  2.9   (8.7)  (7.3)  (0.9)
                         
Principal actuarial assumptions used (%)                        

Discount rate  3.8   4.0   4.0   5.8   6.2   6.3 
Expected rate of return on plan assets  5.0   5.0   5.0   7.3   7.9   8.1 
Expected rate of salary increase  2.5   2.5   2.5   4.4   4.4   4.4 
Rate of pension increase  1.5   1.5   1.5   1.5   1.5   1.6 

  Swiss

            
Additional details to fair value of plan assets  31.12.02   31.12.01   31.12.00             

UBS financial instruments and UBS bank accounts  814   476   920             
UBS AG shares1  206   305   291             
Securities lent to UBS included in plan assets  2,645   824   3,432             
Other assets used by UBS included in plan assets  90   104   179             

                         
  Swiss  Foreign
  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01 
 
Long-term target plan asset allocation (%)
                        
Equity instruments  35–53           51–55         
Debt instruments  30–48           44–46         
Real estate  12–19           0–1         
Other  0           1–2         
 
Actual return on plan assets (%)
  8.6   (7.5)  (4.0)  17.8   (8.7)  (7.3)
 
                         
CHF million
                        
 
Additional details to fair value of plan assets
                        
UBS financial instruments and UBS bank accounts  1,005   814   476             
UBS AG shares1
  246   206   305             
Securities lent to UBS included in plan assets  2,930   2,645   824             
Other assets used by UBS included in plan assets  84   90   104             
 
1 The number of UBS AG shares were 2,908,699, 3,072,500 3,639,800 and 3,295,8003,639,800 as of 31 December 2002,2003, 31 December 20012002 and 31 December 2000,2001, respectively. The amount of capital repayment and dividend received on UBS AG shares for the years ended 31 December 2002,2003, 31 December 20012002 and 31 December 20002001 were CHF 7 million, CHF 27 million and CHF 112 million, respectively.


145


UBS Group Financial Statements
Notes to the Financial Statements

Note 31 Retirement Benefit Plans and Other Employee Benefits
(continued)

b) Post-retirement medical and life plans

                     
CHF million 31.12.02 31.12.01 31.12.00  31.12.03 31.12.02 31.12.01 


Post-retirement benefit obligation at the beginning of the year  (145)  (115)  (117)  (166)  (145)  (115)
Service cost  (8)  (7)  (6)  (11)  (8)  (7)
Interest cost  (9)  (9)  (8)  (10)  (9)  (9)
Plan amendments  (3)  (10)  (7)  (3)  (10)
Actuarial gain/(loss)  (31)  (6) 27 
Actuarial gain / (loss)  (14)  (31)  (6)
Benefits paid  4  4 5  6 4 4 
Acquisition of PaineWebber  (9)
Foreign currency translation  26   (2) 0  16 26  (2)


Post-retirement benefit obligation at the end of the year  (166)  (145)  (115)  (179)  (166)  (145)


Fair value of plan assets at the beginning of the year  3  4 4  2 3 4 
Actual return on plan assets  0  0 0  0 0 0 
Employer contributions  3  3 4  4 3 3 
Benefits paid  (4)  (4)  (4)  (6)  (4)  (4)


Fair value of plan assets at the end of the year  2  3 4  0 2 3 


The assumed average health care cost trend rates used in determining post-retirement benefit expense is assumed to be 10.4%10.3% for 20022003 and to decrease to an ultimate trend rate of 5% in 2008.2010. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage-point change in the assumed health care cost trend rates would change the US post-retirement benefit obligation and the service and interest cost components of the net periodic post-retirement benefit costs as follows:

            
CHF million 1% increase 1% decrease  1% increase 1% decrease 


Effect on total service and interest cost  4   (3) 5  (4)
Effect on the post-retirement benefit obligation  17   (13) 25  (19)




146150


 

Note 32 Equity Participation Plans

a) Equity Participation Plans Offered



 

UBS has established several equity participation plans to further align the long-term interests of executives, managers, staff and shareholders. The plans are offered to eligible employees in approximately 50 countries and are designed to meet the complex legal, tax and regulatory requirements of each country in which they are offered. The explanations below describe the most significant plans in general, but specific plan rules and investment offerings may vary by country.

     Equity Plus Program (EPP)(EP): This voluntary plan replaced the Equity Investment Plan (EIP) in 2002 (see below). Prior to that time, it was only available to UBS PaineWebber employees. EPP gives eligible employees the opportunity to purchase UBS shares at fair market value on the purchase date and receive at no additional cost two UBS options for each share purchased, up to a maximum annual limit. The options have a strike price equal to the fair market value of the stock on the date the option is granted. Share purchases can be made annually from bonus compensation or quarterly based on regular deductions from salary. Shares purchased under EPPEP are restricted from resale for two years from the time of purchase, and the options granted have either a two- or three-yeartwo-year vesting requirement and generally expire either seven orfrom ten years to ten and one-half years after the date of grant.
     Discounted Purchase Plans: All employeesEmployees in Switzerland are entitled to purchase a specified number of UBS shares at a predetermined discounted price each year. The number of shares that can be purchased depends primarily on years of service and rank. Any such shares purchased must be held for a specified period of time. The discount is recorded as compensation expense.
     Equity Ownership Plan (EOP): Selected personnel receive a mandatory portion of their performance-related compensation in UBS shares orand in some cases UBS options, and most are also awardedeligible to receive a matching contribution in the form of UBS options. Participants in certain countries are eligible to receive a portion of their award in Alternative Investment Vehicles (AIVs). These are generally money market funds, UBS

UBS and non-UBS mutual funds and other UBS sponsored funds. EOP awards normally vest in one-third increments over a three-year vesting period. Under certain conditions, these awards are fully forfeitable by the employee.

     Key employee option plans: Under these plans, key and high potential employees are granted UBS options with a strike price not less than the fair market value of the shares on the date the option is granted. Some optionOption grants have a three- to five-year vesting period during which they cannot be exercised. Other grantsgenerally vest in one-third increments over a three-year period. Expiration of the options is generally from sixten to ten and one-half years. One option gives the right to purchase one registered UBS share at the option’s strike price. In some grants,one outstanding prior year grant, accelerated vesting or non-forfeitability may occur if certain share appreciation targets are met.
     Other deferred compensation plans: UBS sponsors other deferred compensation plans for selected eligible employees. Generally, contributions are made on a tax deferred basis. Participantsbasis, and participants are allowed to invest in UBS shares or AIVs. No additional company match is granted, and the plan is generally not forfeitable. In addition, UBS also grants deferred compensation awards to new recruits, senior management and other key employees in the form of UBS shares, options or other leveraged interests in non-UBS instruments.
     Equity Investment Plan (EIP) (now discontinued): Prior to the discontinuance of new awards under this plan in 2001, employees had the choice to invest part of their annual bonus in UBS shares, warrants or other derivatives on UBS shares. A holding period, generally three years, applied during which the instruments could not be sold or exercised. In addition, participants in the plan received a matching contribution of additional UBS shares or derivatives. Only the UBS-matching contribution was forfeitable. The last EIP vesting will take place in 2004. Staff who had the possibility to take part in EIP are now offered the opportunity to take part in EPP.EP.



147151


 

UBS Group Financial Statements
Notes to the Financial Statements

 

 



Note 32 Equity Participation Plans (continued)

b) UBS share awards

i) Stock compensation plans

SharesMovements in shares granted under the various equity participation plans mentioned on the previous page are as follows:

             
Stock bonus plans 31.12.02  31.12.01  31.12.00 

Unvested shares outstanding, at the beginning of the year  52,299,332   47,458,928   14,418,646 
Shares awarded during the year  13,511,655   16,850,8591  39,188,5281
Vested during the year  (16,333,832)  (10,740,466)1  (5,215,503)1
Forfeited during the year  (1,340,594)  (1,269,989)  (932,743)

Unvested shares outstanding, at the end of the year  48,136,561   52,299,332   47,458,928 

Weighted-average fair market value of shares awarded (in CHF)  71   90   76 

Fair market value of outstanding shares at the end of the year (CHF billion)  3.2   4.4   4.2 

1 Restated for shares granted and fully vested at grant date.
             
Stock compensation plans 31.12.03  31.12.02  31.12.01 
 
Unvested shares outstanding, at the beginning of the year  48,136,561   52,299,332   47,458,928 
Shares awarded during the year  11,023,553   13,511,655   16,850,859 
Vested during the year  (26,915,860)  (16,333,832)  (10,740,466)
Forfeited during the year  (860,364)  (1,340,594)  (1,269,989)
 
Unvested shares outstanding, at the end of the year  31,383,890   48,136,561   52,299,332 
 
Weighted-average fair market value of shares awarded (in CHF)  61   71   90 
 
Fair market value of outstanding shares at the end of the year (CHF billion)  2.7   3.2   4.4 
 

The stock bonus awards for 2000 include approximately 19.8 million shares granted under the retention agreements with key employees of UBS PaineWebber at the time of merger.

ii) Stock purchase plans

The following table shows the shares awarded and the weighted-average fair value per share for the Group’s stock purchase plans.

             
Stock purchase plans 31.12.02  31.12.01  31.12.00 

Share quantity purchased  3,822,907   2,922,515   1,264,725 
Weighted-average purchase price (in CHF)1  63   63   44 

1 Some of the shares purchased are denominated in US dollars and were converted into CHF for purposes of this table.
             
Stock purchase plans 31.12.03  31.12.02  31.12.01 
 
Share quantity purchased through discounted purchase plans  1,722,492  1,339,223   1,701,099 
Weighted-average purchase price (in CHF)  31   40   47 
Share quantity purchased through EP at fair market value  2,593,391  2,483,684   1,221,416 
Weighted-average purchase price (in CHF)  61   77     
Weighted-average purchase price (in USD)  49   46   51 
 



148152


Note 32 Equity Participation Plans (continued)

c) UBS option awards

Movements in options granted under the various equity participation plans mentioned aboveon the previous page are as follows:

                                            
 Weighted Weighted Weighted  Weighted- Weighted- Weighted- 
 average average average  average average average 
 exercise exercise exercise  exercise exercise exercise 
 Number of price Number of price Number of price  Number of price Number of price Number of price 
 options (in CHF) options (in CHF) options (in CHF)  options (in CHF) options (in CHF) options (in CHF) 
  31.12.02   31.12.021  31.12.01 31.12.011 31.12.00 31.12.00  31.12.03 31.12.031 31.12.02 31.12.021 31.12.01 31.12.011 


Outstanding, at the beginning of the year  63,286,669   66  63,308,502 58 30,415,386 66  88,164,227 67 63,286,669 66 63,308,502 58 
Options due to the acquisition of PaineWebber 18,975,8102 34 
Granted during the year  37,060,178   71  11,070,992 94 21,248,0463 72  38,969,319 59 37,060,178 71 11,070,992 94 
Exercised during the year  (9,595,133)  54   (10,083,075) 49  (5,390,307) 50   (14,782,471) 54  (9,595,133) 54  (10,083,075) 49 
Forfeited during the year  (2,082,356)  71   (1,009,750) 74  (1,940,433) 64   (2,721,970) 64  (2,082,356) 71  (1,009,750) 74 
Expired unexercised  (505,131)  77  0 0 0 0   (589,079) 76  (505,131) 77 0 0 


Outstanding, at the end of the year  88,164,227   67  63,286,669 66 63,308,502 58  109,040,026 63 88,164,227 67 63,286,669 66 


Exercisable, at the end of the year  21,765,482   51  25,550,932 50 18,310,839 34  34,726,720 59 21,765,482 51 25,550,932 50 


1 Some of the options in this table have exercise prices denominated in US dollars which have been converted into CHF at the year-end spot exchange rate for purposes of this table.2 UBS AG issued options in exchange for options of PaineWebber which have been included in the purchase price for PaineWebber at a fair value of CHF 992 million.     3 Includes options granted to key employees of UBS PaineWebber, vesting over a 3-year period, subject to employee’s continued employment and other restrictions.

The following table summarizes additional information about stock options outstanding at 31 December 2002:2003:

                     
  Options outstanding  Options exercisable 
  
  
 
Range of exercise Number of options  Weighted-average  Weighted-average  Number of  Weighted-average 
prices per share outstanding  exercise price  remaining contractual life  options exercisable  exercise price 


CHF     CHF Years     CHF

56.67-70.00  18,132,696   63.02   2.3   5,643,680   58.37 

70.01-85.00  25,733,308   77.99   7.1   6,406,246   79.00 

85.01-106.00  5,565,873   98.51   5.2   31,800   90.00 

56.67-106.00  49,431,877   74.81   5.1   12,081,726   69.39 

USD     USD Years     USD

6.34-15.00  3,986,289   8.91   1.8   3,986,289   8.91 

15.01-25.00  2,340,754   22.52   2.2   2,340,754   22.52 

25.01-35.00  2,870,675   27.05   4.0   2,870,675   27.05 

35.01-45.00  222,175   39.24   9.6   0   0 

45.01-55.00  27,328,610   46.85   7.7   451,038   47.72 

55.01-66.08  1,983,847   57.96   5.1   35,000   57.80 

6.34-66.08  38,732,350   40.54   6.4   9,683,756   19.56 

                     
  Options outstanding Options exercisable
Range of exercise Number of options  Weighted-average  Weighted-average  Number of  Weighted-average 
prices per share outstanding  exercise price  remaining contractual life  options exercisable  exercise price 
 
                     
 
CHF
      CHF  Years      CHF 
 
53.37–70.00  27,389,634   61.17   6.4   10,496,007   63.76 
 
70.01–85.00  23,708,208   78.13   6.7   8,845,007   78.52 
 
85.01–106.00  5,686,709   98.66   4.7   420,348   87.56 
 
53.37–106.00
  56,784,551   72.00   6.3   19,761,362   70.87 
 
                     
 
USD
     USD  Years      USD 
 
6.48–35.00  6,342,786   19.32   2.0   6,342,786   19.32 
 
35.01–45.00  14,530,862   43.15   9.1   79,679   39.52 
 
45.01–55.00  26,951,159   47.30   7.1   8,500,619   46.57 
 
55.01–65.31  4,430,668   59.11   7.4   42,274   57.87 
 
6.48–65.31
  52,255,475   43.75   7.1   14,965,358   35.02 
 

Options are normally granted with a strike price either equal to fair market value or approximately 10% greater than the fair value of the underlying share on the grant date.

149153


UBS Group Financial Statements
Notes to the Financial Statements



Note 32 Equity Participation Plans (continued)

d) Compensation Expense



Generally the Group’s policy is to recognize expense at the date of grantunder IFRS, for all equity participation instruments (shares, cash-settled warrants options and other cash-settled derivatives for which the underlying is UBS shares) except options, UBS accrues expense in the Group’s own shares). Theperformance year and determines the number of instruments granted to employees based on the instrument’s market price at the grant date, which is generally in the year following the performance year. For options, the amount of expense recognized is equal to the intrinsic value of the instrument at suchgrant date and is calculated as follows: 1) For stock options, it is(i. e. the difference between the strike price and fair

market value of shares at the date of grant, if any. 2) For UBS shares and other

derivative instruments, itgrant. This difference is generally zero, as option strike prices are generally at or above the fair market value. 3)prices of the shares). For discounted share plans, the expense is equal to the difference between the fair market value and the discounted value.value and is accrued for in the performance year. Management’s estimate of the accrued expense before tax for share-based compensation for the years ended 31 December 2003, 2002 and 2001 and 2000 was CHF 833 million, CHF 592 million and CHF 974 million, and CHF 1,749 million, respectively. The accruals include awards earned currently but issued in the following year.



e) Pro-Forma Net Income



The following table presents IFRS Net incomeprofit and Earnings per share for 2003, 2002 2001 and 20002001 as if the GroupUBS had adoptedapplied the fair value method of accounting for its equity participation plans, ratherplans. The

fair value method would recognize expense equal to the fair value of option awards at grant, which is higher than the intrinsic value method describedbecause of the time value of options.



in paragraph d) above. In addition, the table shows amounts already recorded in the Income statement for equity participation plans and the total expense that would have been recognized had the fair value method been applied.


              
CHF million, except per share data  31.12.02   31.12.01   31.12.00 

Net Income, as reported  3,535   4,973   7,792 
Add: Equity-based employee compensation expense
included in reported net income, net of tax
  493   769   1,347 
Deduct: Total equity-based employee compensation expense
determined under the fair-value-based method for all awards, net of tax
  (1,183)  (1,116)  (1,505)
Net income, pro-forma  2,845   4,626   7,634 
Earnings per share 
 Basic, as reported 2.92   3.93   6.44 
 Basic, pro-forma  2.35   3.65   6.31 
 Diluted, as reported  2.87   3.78   6.35 
 Diluted, pro-forma  2.31   3.51   6.22 

             
CHF million, except per share data 31.12.03  31.12.02  31.12.01 
 
Net Profit, as reported  6,385   3,535   4,973 
Add: Equity-based employee compensation expense included in reported net income, net of tax  630   493   769 
Deduct: Total equity-based employee compensation expense determined under the fair-value-based method for all awards, net of tax  (1,069)  (1,183)  (1,116)
 
Net profit, pro-forma  5,946   2,845   4,626 
 
Earnings per share            
Basic, as reported  5.72   2.92   3.93 
Basic, pro-forma  5.32   2.35   3.65 
Diluted, as reported  5.61   2.87   3.78 
Diluted, pro-forma  5.22   2.31   3.51 
 

The fair value of options granted was determined using a proprietary option pricing model, substantially similar to the Black-Scholes model, with the following assumptions:

                   
  31.12.02  31.12.01 31.12.00  31.12.03 31.12.02 31.12.01 


Expected volatility  35%  30%  30%  35%  35%  30% 
Risk free interest rate (CHF)  3.28%  3.51%  3.27%
Risk free interest rate (USD)  4.65%  5.81%  5.66%
Risk-free interest rate (CHF)  1.70%  3.28%  3.51% 
Risk-free interest rate (USD)  3.17%  4.65%  5.81% 
Expected dividend rate  3.35%  2.67%  2.44%  4.43%  3.35%  2.67% 
Expected life (years)  4.5  4.5 4.4  4.5 4.5 4.5 


The weighted-average fair value of options granted in 2003, 2002 2001 and 20002001 was CHF 15, CHF 20 and CHF 23 and CHF 16 per share, respectively.



150154


 

Note 33 Related Parties



For its 2003 and 2002 Financial Statements, the Group defines related parties as Associated companies, private equity investees, the Board of Directors, the Group Executive Board, close family members and enterprises which are controlled by these individuals through their majority shareholding or their role as chairman and/and / or CEO in those companies. In 2001, and 2000, the Group Managing Board was also included in the above definition.

     The change in definition is due to the “Directive on Information Relating to Corporate Governance” issued by the SWX Swiss Exchange, effective from 1 July 2002 for all listed companies in Switzerland. Included in the new rules are specific disclosure requirements for members of the Board of Directors and “management board”. For UBS, the Group Executive Board meets the definition of “management board” under the directive. Members of the Group Managing Board, however, are excluded from the new SWX requirements. The modification is also a response to the expansion of the Group Executive Board and the Group Managing Board during 2002. The number of Group Executive Board members increased from six to ten and the Group Managing Board members from thirty to fifty-two.
     Prior period figuresAmounts and share and option quantities for 2001 are based on the definition applied for 2001 and 2000.in that year.

a) Remuneration and equity holdings


The executive members of the Board of Directors have top-management employment contracts and receive pension benefits upon retirement. Total remuneration to the executive members of the Board of Directors and Group Executive Board recognized in the income statement including cash, shares and accrued pension benefits amounted to CHF 144.6 million in 2003 and CHF 131.8 million in 2002. Total compensation numbers exclude merger-related retention payments for the two ex-PaineWebber executives of CHF 21.1 million (USD 17.0 million) in 2003 and CHF 20.6 million (USD 14.9 million) in 2002. These retention payments were committed to at the time of the merger in 2000 and fully disclosed at the time. Total remuneration to the executive members of

the Board of Directors, Group Executive Board and Group Managing Board including accrued pension benefits amounted to CHF 321.4 million in 2001 and CHF 272.3 million in 2000.

2001.

     The external members of the Board of Directors do not have employment or service contracts with UBS, and thus are not entitled to benefits upon termination of their service on the Board of Directors. Total fees paid to these individuals for their services as external board members amounted to CHF 5.4 million in 2003, CHF 3.5 million in 2002 CHF 3.3 million in 2001 and CHF 3.3 million in 2000.2001.

     The number of long-term stock options and warrants outstanding to the executive members of the Board of Directors and Group Executive Board from equity participation plans was 6,218,011 (equivalent to the same number of shares) and 120,264 (equivalent to 7,214 shares) at 31 December 2003 and 5,410,172 (equivalent to the same number of shares) and 24,558,529 (equivalent to 1,473,217 UBS shares) at 31 December 2002. The number of long-term stock options and warrants to these two groups plus the Group Managing Board amounted to 8,366,103 (equivalent to the same number of shares) and 60,578,417 (equivalent to 6,002,599 shares) at 31 December 2001. These plans are further explained in Note 32, Equity Participation Plans.
     The total number of shares held by members of the Board of Directors, and the Group Executive Board and parties closely linked to them was 3,150,217 at 31 December 2003 and 2,139,371 at 31 December 2002. The total number of shares held by these two groups plus the Group Managing Board was 4,068,918 at 31 December 2001. No member of the Board of Directors Group Executive Board or Group ManagingExecutive Board is the beneficial owner of more than 1% of the Group’s shares at 31 December 2002 and 31 December 2001.2003.

b) Loans and advances to Board of Directors and senior executives


The outstanding balance of loans to the members of the Board of Directors, and the Group Executive Board and close family members amounted to CHF 25.2 million at 31 December 2003 and CHF 28 million at 31 December 2002. The outstanding balanceIn the past, executive members of the Board and GEB



155


Financial Statements
Notes to the Financial Statements



Note 33 Related Parties (continued)



members were granted loans, to these two groups plus the Group Managing Board amounted to CHF 32 millionfixed advances and mortgages at 31 December 2001. The 2001 amount only included mortgages. Loans and advances are granted with the same terms and conditions that are available to other employees. Theemployees, based on terms and conditions are based on those granted to third parties adjusted for reduced credit risk.

New loans and mortgages

are now granted at general market conditions with no preferential rates, following the US Sarbanes-Oxley Act of 2002. Non-executive Board members are granted loans and mortgages at general market conditions.


151



 

UBS Group Financial Statements
Notes to the Financial Statements

Note 33 Related Parties (continued)

c) Loans, advances to and transactions with significant associated companies

              
CHF million  31.12.02  31.12.01  31.12.03 31.12.02 


Balance at the beginning of the year  65  0  40 65 
Additions  10  65  48 10 
Reductions  (35) 0   (25)  (35)


Balance at the end of the year  40  65  63 40 


All loans and advances to associated companies are transacted at arm’s length. At 31 December 20022003 and 2001,2002, there were trading exposures and guarantees to significant associated companies of CHF 13635 million and CHF 306136 million, respectively. In addition, the Group routinely receives services from associated companies at arm’s length terms. For the years ended 31 December 2003, 31 December 2002 and 31 December 2001, the amount paid to significant associates for these services was CHF 106 million, CHF 60 million and CHF 98 million, respectively.

     During 2003, UBS sold its VISA acquiring business to Telekurs Holding AG, an associated company. UBS realized a CHF 90 million gain from this divestment.
     Note 3536 provides a list of significant associates.

d) Loans, advances to and transactions with private equity investees

              
CHF million  31.12.02  31.12.01  31.12.03 31.12.02 


Balance at the beginning of the year  489  682  338 489 
Additions  328  65  153 328 
Reductions  (479)  (258)  (125)  (479)


Balance at the end of the year  338  489  366 338 


At 31 December 20022003 and 31 December 20012002, there were trading exposures and guarantees or commitments to private equity companies of CHF 7323 million and CHF 17773 million, respectively. In addition the Group purchased services from private equity companies at arm’s length terms for the years ended 31 December 2003, 31 December 2002 and 31 December 2001 in the amount of CHF 14 million, CHF 116 million and CHF 196 million, respectively.



156


Note 33 Related Parties (continued)

e) Other related party transactions

During 20012003 and 2002, UBS entered into the following transactions at arm’s length with companies whose Chairman and/and / or CEO is an external member of UBS’the Board of Directors of UBS or of which an external director is a controlling shareholder.

     In 20012003 and 2002 these companies included Unisys (Switzerland), a wholly owned subsidiary of Unisys Corporation (USA) and, J Sainsbury plc. (UK). In 2002, in addition to those previously mentioned, related parties included, Serono Group and its various subsidiary companies and Bertarelli & Cie (Switzerland). In 2003, in addition to those mentioned previously, related parties included Sika AG (Switzerland), Kedge Capital Partners Ltd. (Jersey) and Team Alinghi SA (Switzerland).
            
CHF million  2002  2001  2003 2002 


Goods sold and services provided by related parties to UBS  54  38  43 54 
Services provided to related parties by UBS (fees received)  13  17  7 13 
Loans granted to related parties by UBS  140  0  791 140 


1Includes guarantees, contingent liabilities and committed credit facilities of CHF 58.5 million, but excludes uncommitted working capital facilities of CHF 119.6 million.

As part of its sponsorship of Team Alinghi, UBS paid CHF 12 million to AC 2003 SA during 2002. AC 2003 SA, whose controlling shareholder is UBS board member Ernesto Bertarelli, is Team Alinghi’s management company.



152157


 

Financial Statements
Notes to the Financial Statements



Note 34 Sales of Financial Assets in Securitizations

During the years ended 31 December 2003, 2002 and 2001, UBS securitized (i.e., transformed owned financial assets into securities through sales transactions) residential mortgage loans and securities, commercial mortgage loans and other financial assets, acting as lead or co-manager. UBS’s continuing involvement in these transactions was primarily limited to the temporary retention of various security interests.

     Proceeds received at the time of securitization were as follows:
             
  Proceeds Received
CHF billion 31.12.03  31.12.02  31.12.01 
 
Residential mortgage securitizations  131   143   68 
Commercial mortgage securitizations  4   4   4 
Other financial asset securitizations  2   6   3 
 

Related pre-tax gains (losses) recognized, including unrealized gains (losses) on retained interests, at the time of securitization were as follows:

             
  Pre-tax gains / (losses) recognized
CHF million 31.12.03  31.12.02  31.12.01 
 
Residential mortgage securitizations  338   524   113 
Commercial mortgage securitizations  214   206   130 
Other financial asset securitizations  2   (5)  21 
 

At 31 December 2003 and 2002, UBS retained CHF 3.8 billion and CHF 5.2 billion, respectively in agency residential mortgage securities, backed by the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). The fair value of retained interests in residential mortgage securities is generally determined using observable market prices. Retained interests in other residential mortgage, commercial mortgage and other securities were not material at 31 December 2003 and 2002.



Note 35 Post-Balance Sheet Events



 

There have been no material post-balance sheet events which would require disclosure or adjustment to the 31 December 20022003 Financial Statements.

     Bond issues have decreasedincreased by CHF 850697 million from the balance sheet date to 114 February 2003.2004.

     On 114 February 2003,2004, the Board of Directors reviewed the Financial Statements and authorized them for issue. These Financial Statements will be submitted to the Annual General Meeting of Shareholders to be held on 1615 April 20032004 for approval.


158


Note 36 Significant Subsidiaries and Associates



 

Note 35 Significant Subsidiaries and Associates


The legal entity group structure of UBS is designed to support the Group’s businesses within an efficient legal, tax, regulatory and funding framework. Neither the Business Groups of UBS (namely UBS Warburg, UBS PaineWebber, UBS Wealth Management & Business Banking, Global Asset Management, Investment Bank and UBS Asset Management)Wealth Management USA) nor Corporate Center are replicated in their own individual legal entities but rather they generally operate out of the parent bank, UBS AG, through its Swiss and foreign branches.

     The parent bank structure allows UBS to capitalize on the advantages offered by the use of

of one legal platform by all the Business Groups. It provides for the most cost-efficient and flexible structure and facilitates efficient allocation and use of capital, comprehensive risk management and straightforward funding processes.
     Where, usually due to local legal, tax or regulatory rules or due to additional legal entities joining the UBS Group via acquisition, it is either not possible or not efficient to operate out of the parent bank, then local subsidiary companies host the appropriate businesses. The significant operating subsidiary companies in the Group are listed below:


 

Footnotes
1WM&BB: Wealth Management & Business Banking, Global AM: Global Asset Management, IB: Investment Bank, WM-US: Wealth Management USA, CC: Corporate Center.
2Share Capital and Share Premium.

Significant subsidiaries

               
            Equity 
        Share  interest 
  Jurisdiction Business   capital  accumu-
Company of incorporation Group1   in millions  lated in % 
 
Aventic AG Zurich, Switzerland WM&BB CHF  30.0   100.0 
Banco UBS SA Rio de Janeiro, Brazil IB BRL  52.9   100.0 
BDL Banco di Lugano Lugano, Switzerland CC CHF  50.0   100.0 
BDL Banco di Lugano (Singapore) Ltd Singapore, Singapore CC SGD  25.0   100.0 
Brunswick UBS Ltd George Town, Cayman Islands IB USD  25.0   50.0 
Cantrade Private Bank              
Switzerland (CI) Limited St. Helier, Jersey CC GBP  0.7   100.0 
Crédit Industriel SA Zurich, Switzerland WM&BB CHF  10.0   100.0 
Ehinger & Armand von Ernst AG Zurich, Switzerland CC CHF  21.0   100.0 
Factors AG Zurich, Switzerland WM&BB CHF  5.0   100.0 
Ferrier Lullin & Cie SA Geneva, Switzerland CC CHF  30.0   100.0 
GAM Holding AG Zurich, Switzerland CC CHF  116.0   100.0 
GAM Limited Hamilton, Bermuda CC USD  2.0   100.0 
Giubergia UBS SIM SpA Milan, Italy IB EUR  15.1   50.0 
Noriba Bank BSC Manama, Bahrain WM&BB USD  10.0   100.0 
PaineWebber Capital Inc Delaware, USA WM-US USD  25.82  100.0 
PT UBS Securities Indonesia Jakarta, Indonesia IB IDR  25,000.0   93.4 
SBC Wealth Management AG Zug, Switzerland CC CHF  290.1   100.0 
SBCI IB Limited London, Great Britain IB GBP  100.0   100.0 
SG Warburg & Co International BV Amsterdam, the Netherlands IB GBP  40.5   100.0 
Thesaurus Continentale              
Effekten-Gesellschaft in Zürich Zurich, Switzerland WM&BB CHF  30.0   100.0 
UBS (Bahamas) Ltd Nassau, Bahamas WM&BB USD  4.0   100.0 
UBS (France) SA Paris, France WM&BB EUR  10.7   100.0 
UBS (Italia) SpA Milan, Italy WM&BB EUR  42.0   100.0 
UBS (Luxembourg) SA Luxembourg, Luxembourg WM&BB CHF  150.0   100.0 
UBS (Monaco) SA Monte Carlo, Monaco WM&BB EUR  9.2   100.0 
UBS (Trust and Banking) Limited Tokyo, Japan Global AM JPY  10,900.0   100.0 
UBS Advisory and              
Capital Markets Australia Ltd Sydney, Australia IB AUD  580.82  100.0 
UBS Americas Inc Delaware, USA IB USD  4,490.82  100.0 
UBS Asesores SA Panama, Panama WM&BB USD     100.0 
UBS Australia Limited Sydney, Australia IB AUD  50.0   100.0 
UBS Bank (Canada) Toronto, Canada WM&BB CAD  8.5   100.0 
UBS Bank USA Utah, USA WM-US USD  1,700.02  100.0 
UBS Belgium SA / NV Brussels, Belgium WM&BB EUR  14.5   100.0 
UBS Beteiligungs-GmbH & Co KG Frankfurt am Main, Germany IB EUR  398.8   100.0 
 



159


Financial Statements
Notes to the Financial Statements



Note 36 Significant Subsidiaries and Associates (continued)

Significant subsidiaries (continued)



 

 

 

 

 

 

 

 

 

 

 


Footnotes
1 WB: UBSWM&BB: Wealth Management & Business Banking, Global AM: UBS Global Asset Management, WA: UBS Warburg, PW: UBS PaineWebber,IB: Investment Bank, WM-US: Wealth Management USA, CC: Corporate Center.
2 Share Capital and Share Premium.

Significant subsidiaries

               
            Equity 
        Share  interest 
  Jurisdiction Business   capital  accumul- 
Company of incorporation Group1   in millions  ated in % 

Armand von Ernst & Cie AG Berne, Switzerland WB CHF  5.0   100.0 
Aventic AG Zurich, Switzerland WB CHF  30.0   100.0 
Banco UBS Warburg SA Rio de Janeiro, Brazil WA BRL  52.9   100.0 
Bank Ehinger & Cie AG Basel, Switzerland WB CHF  6.0   100.0 
BDL Banco di Lugano Lugano, Switzerland WB CHF  50.0   100.0 
BDL Banco di Lugano (Singapore) Ltd Singapore, Singapore WB CHF  22.5   100.0 
Brunswick UBS Warburg Ltd George Town, Cayman Islands WA USD  25.02  50.0 
Cantrade Privatbank AG Zurich, Switzerland WB CHF  10.0   100.0 
Cantrade Private Bank              
Switzerland (CI) Limited St. Helier, Jersey WB GBP  0.7   100.0 
Crédit Industriel SA Zurich, Switzerland WB CHF  10.0   100.0 
EIBA AG Zurich, Switzerland WA CHF  1.4   100.0 
Factors AG Zurich, Switzerland WB CHF  5.0   100.0 
Ferrier Lullin & Cie SA Geneva, Switzerland WB CHF  30.0   100.0 
Fondvest AG Zurich, Switzerland AM CHF  4.3   100.0 
GAM Holding AG Zurich, Switzerland AM CHF  200.0   100.0 
Global Asset Management Limited, Bermuda Hamilton, Bermuda AM USD  2.0   100.0 
IL Immobilien-Leasing AG Opfikon, Switzerland WB CHF  5.0   100.0 
Noriba Bank BSC Manama, Bahrain WB USD  10.0   100.0 
PaineWebber Capital Inc Delaware, USA PW USD  25.82  100.0 
PT UBS Warburg Indonesia Jakarta, Indonesia WA IDR  11,000.0   85.0 
PW Trust Company New Jersey, USA PW USD  4.42  99.6 
SG Warburg & Co International BV Amsterdam, the Netherlands WA GBP  40.5   100.0 

               
            Equity 
        Share  interest 
  Jurisdiction Business   capital  accumu-
Company of incorporation Group1   in millions  lated in % 
 
UBS Capital (Jersey) Ltd St. Helier, Jersey IB GBP  226.0   100.0 
UBS Capital AG Zurich, Switzerland IB CHF  5.0   100.0 
UBS Capital Americas Investments II LLC Delaware, USA IB USD  130.02  100.0 
UBS Capital Americas Investments III Ltd George Town, Cayman Islands IB USD  61.12  100.0 
UBS Capital Asia Pacific Limited George Town, Cayman Islands IB USD  5.0   100.0 
UBS Capital BV Amsterdam, the Netherlands IB EUR  118.82  100.0 
UBS Capital II LLC Delaware, USA IB USD  2.62  100.0 
UBS Capital Latin America LDC George Town, Cayman Islands IB USD  113.02  100.0 
UBS Capital LLC Delaware, USA IB USD  378.52  100.0 
UBS Capital SpA Milan, Italy IB EUR  25.8   100.0 
UBS Card Center AG Glattbrugg, Switzerland WM&BB CHF  40.0   100.0 
UBS Corporate Finance Italia SpA Milan, Italy IB EUR  1.9   100.0 
UBS Corporate Finance              
South Africa (Proprietary) Limited Sandton, South Africa IB ZAR     100.0 
UBS Derivatives Hong Kong Limited Hong Kong, China IB HKD  20.0   100.0 
UBS Employee Benefits Trust Limited St. Helier, Jersey CC CHF     100.0 
UBS Equity Research Malaysia Sdn Bhd Kuala Lumpur, Malaysia IB MYR  0.5   70.0 
UBS España SA Madrid, Spain WM&BB EUR  115.3   100.0 
UBS Fiduciaria SpA Milan, Italy WM&BB EUR  0.2   100.0 
UBS Fiduciary Trust Company New Jersey, USA WM-US USD  4.42  99.6 
UBS Finance (Cayman Islands) Ltd George Town, Cayman Islands CC USD  0.5   100.0 
UBS Finance (Curação) NV Willemstad, Netherlands Antilles CC USD  0.1   100.0 
UBS Finance (Delaware) LLC Delaware, USA IB USD  37.32  100.0 
UBS Financial Services Inc. Delaware, USA WM-US USD  1,672.32  100.0 
UBS Financial Services              
Incorporated of Puerto Rico Hato Rey, Puerto Rico WM-US USD  31.02  100.0 
UBS Finanzholding AG Zurich, Switzerland CC CHF  10.0   100.0 
UBS Fund Advisor LLC Delaware, USA WM-US USD     100.0 
UBS Fund Holding (Luxembourg) SA Luxembourg, Luxembourg Global AM CHF  42.0   100.0 
UBS Fund Holding (Switzerland) AG Basel, Switzerland Global AM CHF  18.0   100.0 
UBS Fund Management (Switzerland) AG Basel, Switzerland Global AM CHF  1.0   100.0 
UBS Fund Services (Cayman) Ltd George Town, Cayman Islands Global AM USD  5.6   100.0 
UBS Fund Services (Luxembourg) SA Luxembourg, Luxembourg Global AM CHF  2.5   100.0 
UBS Global Asset Management              
(Americas) Inc Delaware, USA Global AM USD     100.0 
UBS Global Asset Management              
(Australia) Ltd Sydney, Australia Global AM AUD  8.0   100.0 
UBS Global Asset Management              
(Canada) Co Halifax, Canada Global AM CAD  117.0   100.0 
UBS Global Asset Management              
(France) SA Paris, France WM&BB EUR  2.1   100.0 
UBS Global Asset Management              
(Hong Kong) Limited Hong Kong, China Global AM HKD  25.0   100.0 
UBS Global Asset Management              
(Italia) SIM SpA Milan, Italy Global AM EUR  2.0   100.0 
UBS Global Asset Management              
(Japan) Ltd Tokyo, Japan Global AM JPY  2,200.0   100.0 
UBS Global Asset Management              
(Singapore) Ltd Singapore, Singapore Global AM SGD  4.0   100.0 
UBS Global Asset Management              
(Taiwan) Ltd Taipei, Taiwan Global AM TWD  340.0   84.1 
UBS Global Asset Management (US) Inc Delaware, USA Global AM USD  35.22  100.0 
UBS Global Asset Management Holding Ltd London, Great Britain Global AM GBP  8.0   100.0 
 


153160


Note 36 Significant Subsidiaries and Associates (continued)

Significant subsidiaries continued)



 

 

 

 

 

 

 

 

 

 



Footnotes
1 WB: UBSWM&BB: Wealth Management & Business Banking, Global AM: UBS Global Asset Management, WA: UBS Warburg, PW: UBS PaineWebber,IB: Investment Bank, WM-US: Wealth Management USA, CC: Corporate Center.
2Share Capital and Share Premium.

UBS Group Financial Statements
Notes to the Financial Statements

Note 35 Significant Subsidiaries and Associates (continued)

Significant subsidiaries (continued)

               
            Equity 
        Share  interest 
  Jurisdiction Business   capital  accumul- 
Company of incorporation Group1   in millions  ated in % 

Thesaurus Continentale              
Effekten-Gesellschaft in Zürich Zurich, Switzerland WB CHF  30.0   100.0 
UBS (Bahamas) Ltd Nassau, Bahamas WB USD  4.0   100.0 
UBS (France) SA Paris, France WB EUR  10.0   100.0 
UBS (Italia) SpA Milan, Italy WB EUR  22.2   100.0 
UBS (Luxembourg) SA Luxembourg, Luxembourg WB CHF  150.0   100.0 
UBS (Monaco) SA Monte Carlo, Monaco WB EUR  9.2   100.0 
UBS (Sydney) Limited Sydney, Australia WA AUD  12.7   100.0 
UBS (Trust and Banking) Limited Tokyo, Japan AM JPY  10,900.0   100.0 
UBS (USA) Inc Delaware, USA WA USD  315.0   100.0 
UBS Americas Inc Delaware, USA WA USD  4,490.82   100.0 
UBS Australia Limited Sydney, Australia WA AUD  50.0   100.0 
UBS Bank (Canada) Toronto, Canada WB CAD  20.7   100.0 
UBS Beteiligungs-GmbH & Co KG Frankfurt, Germany WA EUR  398.8   100.0 
UBS Bunting Warburg Inc Toronto, Canada WA CAD  33.3   50.0 
UBS Capital (Jersey) Ltd St. Helier, Jersey WA GBP  226.0   100.0 
UBS Capital AG Zurich, Switzerland WA CHF  5.0   100.0 
UBS Capital Americas Investments II LLC Delaware, USA WA USD  130.02  100.0 
UBS Capital Americas Investments III Ltd George Town, Cayman Islands WA USD  61.02  100.0 
UBS Capital Asia Pacific Limited George Town, Cayman Islands WA USD  5.0   100.0 
UBS Capital BV Amsterdam, the Netherlands WA EUR  104.12  100.0 
UBS Capital II LLC Delaware, USA WA USD  2.62  100.0 
UBS Capital Latin America LDC George Town, Cayman Islands WA USD  113.02  100.0 
UBS Capital LLC Delaware, USA WA USD  378.52  100.0 
UBS Capital Partners Limited London, Great Britain WA GBP  6.7   100.0 
UBS Capital SpA Milan, Italy WA EUR  25.8   100.0 
UBS Card Center AG Glattbrugg, Switzerland WB CHF  40.0   100.0 
UBS Employee Benefits Trust Limited St. Helier, Jersey CC CHF     100.0 
UBS España SA Madrid, Spain WB EUR  85.3   100.0 
UBS Fiduciaria SpA Milan, Italy WB EUR  0.2   100.0 
UBS Finance (Cayman Islands) Ltd George Town, Cayman Islands CC USD  0.5   100.0 
UBS Finance (Curação) NV Willemstad, Netherlands CC USD  0.1   100.0 
  Antilles            
UBS Finance (Delaware) LLC Delaware, USA WA USD  37.32  100.0 
UBS Finanzholding AG Zurich, Switzerland CC CHF  10.0   100.0 
UBS Fund Holding (Luxembourg) SA Luxembourg, Luxembourg AM CHF  42.0   100.0 
UBS Fund Holding (Switzerland) AG Basel, Switzerland AM CHF  18.0   100.0 
UBS Fund Management (Switzerland) AG Basel, Switzerland AM CHF  1.0   100.0 
UBS Fund Services (Cayman) Ltd George Town, Cayman Islands AM USD  5.6   100.0 
UBS Fund Services (Luxembourg) SA Luxembourg, Luxembourg AM CHF  2.5   100.0 
UBS Global Asset Management (Americas) Inc Delaware, USA AM USD     100.0 
UBS Global Asset Management (Australia) Ltd Sydney, Australia AM AUD  8.0   100.0 
UBS Global Asset Management (Canada) Co Halifax, Canada AM CAD  117.0   100.0 
UBS Global Asset Management (France) SA Paris, France AM EUR  1.5   100.0 
UBS Global Asset Management              
(Hong Kong) Limited Hong Kong, China AM HKD  25.0   100.0 
UBS Global Asset Management              
(Italia) SIM SpA Milan, Italy AM EUR  2.0   100.0 
UBS Global Asset Management (Japan) Ltd Tokyo, Japan AM JPY  2,200.0   100.0 
UBS Global Asset Management              
(New York) Inc New York, USA AM USD  0.5   100.0 
UBS Global Asset Management              
(Singapore) Ltd Singapore, Singapore AM SGD  4.0   100.0 
UBS Global Asset Management (Taiwan) Ltd Taipei, Taiwan AM TWD  340.0   84.1 
UBS Global Asset Management (US) Inc Delaware, USA AM USD  35.32  100.0 


154






Footnotes
1WB: UBS Wealth Management & Business Banking, AM: UBS Global Asset Management, WA: UBS Warburg, PW: UBS PaineWebber, CC: Corporate Center.
2 Share Capital and Share Premium.

Note 35 Significant Subsidiaries and Associates (continued)

Significant subsidiaries (continued)

               
            Equity 
        Share  interest 
  Jurisdiction Business capital  accumul- 
Company of incorporation Group1 in millions  ated in % 

UBS Global Asset Management Holding Ltd London, Great Britain AM GBP  8.02  100.0 
UBS Global Trust Corporation St. John, Canada WB CAD  0.1   100.0 
UBS Immoleasing AG Zurich, Switzerland WB CHF  3.0   100.0 
UBS International Holdings BV Amsterdam, the Netherlands CC CHF  13.8   100.0 
UBS Invest Kapitalanlagegesellschaft mbH Frankfurt, Germany AM EUR  6.4   100.0 
UBS Investment Bank Limited London, Great Britain WA GBP  10.0   100.0 
UBS Leasing AG Brugg, Switzerland WB CHF  10.0   100.0 
UBS Life AG Zurich, Switzerland WB CHF  25.0   100.0 
UBS Limited London, Great Britain WA GBP  10.0   100.0 
UBS O’Connor LLC Delaware, USA AM USD  1.0   100.0 
UBS O’Connor Trading Limited George Town, Cayman Islands AM USD  350.0   100.0 
UBS PaineWebber Inc Delaware, USA PW USD  1,707.52  100.0 
UBS PaineWebber Incorporated of              
Puerto Rico Hato Rey, Puerto Rico PW USD  31.62  100.0 
UBS PaineWebber Life Insurance Company California, USA PW USD  39.32  100.0 
UBS Portfolio LLC New York, USA WA USD  0.1   100.0 
UBS Preferred Funding Company LLC I Delaware, USA WA USD     100.0 
UBS Preferred Funding Company LLC II Delaware, USA WA USD     100.0 
UBS Preferred Funding Company LLC III Delaware, USA WA USD     100.0 
UBS Principal Finance LLC Delaware, USA WA USD  0.1   100.0 
UBS Private Banking (Belgium) SA Brussels, Belgium WB EUR  7.3   100.0 
UBS Private Banking Deutschland AG Hamburg, Germany WB EUR  51.0   100.0 
UBS Realty Investors LLC Massachusetts, USA AM USD     100.0 
UBS Trust (Canada) Toronto, Canada WB CAD  12.5   100.0 
UBS Trustees (Bahamas) Ltd Nassau, Bahamas WB USD  2.0   100.0 
UBS Trustees (Cayman) Ltd George Town, Cayman Islands WB USD  2.0   100.0 
UBS Trustees (Jersey) Ltd St. Helier, Jersey WB GBP  0.7   100.0 
UBS Trustees (Singapore) Limited Singapore, Singapore WB SGD  3.3   100.0 
UBS UK Holding Limited London, Great Britain WA GBP  5.0   100.0 
UBS UK Limited London, Great Britain WA GBP  609.0   100.0 
UBS Warburg (France) SA Paris, France WA EUR  22.9   100.0 
UBS Warburg (Italia) SpA Milan, Italy WA EUR  1.9   100.0 
UBS Warburg (Japan) Limited George Town, Cayman Islands WA JPY  50,000.0   100.0 
UBS Warburg (Malaysia) Sdn Bhd Kuala Lumpur, Malaysia WA MYR  0.5   70.0 
UBS Warburg (Nederland) BV Amsterdam, the Netherlands WA EUR  10.9   100.0 
UBS Warburg AG Frankfurt, Germany WA EUR  155.7   100.0 
UBS Warburg Asia Limited Hong Kong, China WA HKD  20.0   100.0 
UBS Warburg              
Australia Corporate Finance Ltd Sydney, Australia WA AUD     100.0 
UBS Warburg              
Australia Corporation Pty Limited Sydney, Australia WA AUD  50.42  100.0 
UBS Warburg Australia Equities Ltd Sydney, Australia WA AUD  190.02  100.0 
UBS Warburg Australia Limited Sydney, Australia WA AUD  571.52  100.0 
UBS Warburg Derivatives Limited Hong Kong, China WA HKD  20.0   100.0 
UBS Warburg Hong Kong Limited Hong Kong, China WA HKD  30.0   100.0 
UBS Warburg International Ltd London, Great Britain WA GBP  18.0   100.0 
UBS Warburg Investments Ltd Sydney, Australia WA AUD  0.1   100.0 
UBS Warburg LLC Delaware, USA WA USD  948.1   100.0 
UBS Warburg Ltd London, Great Britain WA GBP  17.5   100.0 
UBS Warburg New Zealand Equities Ltd Auckland, New Zealand WA NZD  7.5   100.0 
UBS Warburg Private Clients Ltd Melbourne, Australia WA AUD  53.9   100.0 
UBS Warburg Pte Ltd Singapore, Singapore WA SGD  55.0   100.0 
UBS Warburg Real Estate Securities Inc Delaware, USA WA USD  0.4   100.0 
UBS Warburg Securities (España) SV SA Madrid, Spain WA EUR  15.0   100.0 

               
            Equity 
        Share  interest 
  Jurisdiction Business   capital  accumu-
Company of incorporation Group1   in millions  lated in % 
 
UBS Global Trust Corporation St. John, Canada WM&BB CAD  0.1   100.0 
UBS International Holdings BV Amsterdam, the Netherlands CC EUR  6.8   100.0 
UBS International Inc New York, USA WM&BB USD  34.32  100.0 
UBS International Life Limited Dublin, Ireland WM&BB EUR  1.0   100.0 
UBS Invest Kapitalanlagegesellschaft mbH Frankfurt am Main, Germany Global AM EUR  7.7   100.0 
UBS Investment Bank AG Frankfurt am Main, Germany IB EUR  155.7   100.0 
UBS Investment Bank Nederland BV Amsterdam, the Netherlands IB EUR  10.9   100.0 
UBS Leasing AG Brugg, Switzerland WM&BB CHF  10.0   100.0 
UBS Life AG Zurich, Switzerland WM&BB CHF  25.0   100.0 
UBS Limited London, Great Britain IB GBP  21.2   100.0 
UBS Loan Finance LLC Delaware, USA IB USD  16.7   100.0 
UBS Mortgage Holdings LLC Delaware, USA WM-US USD     100.0 
UBS New Zealand Limited Auckland, New Zealand IB NZD  7.5   100.0 
UBS O’Connor LLC Delaware, USA Global AM USD  1.0   100.0 
UBS PaineWebber Life Insurance Company California, USA WM-US USD  39.32  100.0 
UBS Portfolio LLC New York, USA IB USD  0.1   100.0 
UBS Preferred Funding Company LLC I Delaware, USA IB USD     100.0 
UBS Preferred Funding Company LLC II Delaware, USA IB USD     100.0 
UBS Preferred Funding Company LLC III Delaware, USA IB USD     100.0 
UBS Preferred Funding Company LLC IV Delaware, USA IB USD     100.0 
UBS Principal Finance LLC Delaware, USA IB USD  0.1   100.0 
UBS Private Clients Australia Ltd Melbourne, Australia IB AUD  53.9   100.0 
UBS Real Estate Investments Inc Delaware, USA IB USD  0.3   100.0 
UBS Real Estate Securities Inc Delaware, USA IB USD  0.4   100.0 
UBS Realty Investors LLC Connecticut, USA Global AM USD  9.3   100.0 
UBS Securities (Thailand) Ltd Bangkok, Thailand IB THB  400.0   100.0 
UBS Securities Asia Limited Hong Kong, China IB HKD  20.0   100.0 
UBS Securities Australia Ltd Sydney, Australia IB AUD  209.82  100.0 
UBS Securities Canada Inc Toronto, Canada IB CAD  10.0   50.0 
UBS Securities España              
Sociedad de Valores SA Madrid, Spain IB EUR  15.0   100.0 
UBS Securities France SA Paris, France IB EUR  22.9   100.0 
UBS Securities Hong Kong Limited Hong Kong, China IB HKD  30.0   100.0 
UBS Securities India Private Limited Mumbai, India IB INR  237.8   75.0 
UBS Securities International Limited London, Great Britain IB GBP  18.0   100.0 
UBS Securities Japan Ltd George Town, Cayman Islands IB JPY  50,000.0   100.0 
UBS Securities Limited London, Great Britain IB GBP  140.0   100.0 
UBS Securities LLC Delaware, USA IB USD  2,141.42  100.0 
UBS Securities Philippines Inc Makati City, Philippines IB PHP  150.0   100.0 
UBS Securities Singapore Pte Ltd Singapore, Singapore IB SGD  55.0   100.0 
UBS Securities South Africa              
(Proprietary) Limited Sandton, South Africa IB ZAR  87.12  100.0 
UBS Trust (Canada) Toronto, Canada WM&BB CAD  12.5   100.0 
UBS Trust Company National Association New York, USA WM-US USD  5.02  100.0 
UBS Trustees (Bahamas) Ltd Nassau, Bahamas WM&BB USD  2.0   100.0 
UBS Trustees (Cayman) Ltd George Town, Cayman Islands WM&BB USD  2.0   100.0 
UBS Trustees (Jersey) Ltd St. Helier, Jersey WM&BB GBP     100.0 
UBS Trustees (Singapore) Limited Singapore, Singapore WM&BB SGD  3.3   100.0 
UBS UK Holding Limited London, Great Britain IB GBP  5.0   100.0 
UBS Wealth Management AG Hamburg, Germany WM&BB EUR  51.0   100.0 
 


155161


 

UBS Group Financial Statements
Notes to the Financial Statements

Note 3536 Significant Subsidiaries and Associates (continued)

Significant subsidiaries (continued)

               
            Equity 
        Share  interest 
  Jurisdiction Business   capital  accumul- 
Company of incorporation Group1   in millions  ated in % 

UBS Warburg Securities 
(South Africa) (Pty) Limited Sandton, South Africa WA ZAR  87.1   100.0 
UBS Warburg Securities Co Ltd Bangkok, Thailand WA THB  400.0   100.0 
UBS Warburg Securities India Private Limited Mumbai, India WA INR  237.8   75.0 
UBS Warburg Securities Ltd London, Great Britain WA GBP  140.0   100.0 
UBS Warburg Securities Philippines Inc Makati City, Philippines WA PHP  150.0   100.0 

Consolidated companies: changes in 2002

Significant new companies


BDL Banco di Lugano (Singapore) Ltd — Singapore, Singapore
GAM Holding AG — Zurich, Switzerland
Noriba Bank BSC — Manama, Bahrain
UBS Fiduciaria SpA — Milan, Italy
UBS Private Banking (Belgium) SA — Brussels, Belgium

Deconsolidated companies2003

  
Significant new companies
Giubergia UBS SIM SpA – Milan, Italy
SBC Wealth Management AG – Zug, Switzerland
UBS Bank USA – Utah, USA
UBS International Life Limited – Dublin, Ireland
UBS Preferred Funding Company LLC IV – Delaware, USA

Deconsolidated companies

   
Significant deconsolidated companies Reason for deconsolidation
 

Bank Ehinger & Cie AG – Basel, Switzerland
Merged
Hirslanden HoldingCantrade Privatbank AG Zurich, Switzerland SoldMerged
HYPOSWISS Schweizerische Hypotheken- und Handelsbank — Zurich, SwitzerlandUBS (USA) Inc – Delaware, USA Sold

Merged

Significant associates

               
    Equity interest  Share capital 
Company Industry in %  in millions 

SIS Swiss Financial Services Group AG — Zurich, Switzerland Financial  32.9  CHF  26 
Giubergia UBS Warburg SIM SpA — Milan, Italy Financial  49.9  EUR  15 
Motor Columbus AG — Baden, Switzerland Electricity  35.6  CHF  253 
Telekurs Holding AG — Zurich, Switzerland Financial  33.3  CHF  45 
Volbroker.com Limited — London, Great Britain Financial  21.0  GBP  18 

            
    Equity interest  Share capital
Company Industry in %  in millions
 
Motor Columbus AG – Baden, Switzerland Electricity  36  CHF 253 
SIS Swiss Financial Services Group AG – Zurich, Switzerland Financial  33  CHF 26 
Telekurs Holding AG – Zurich, Switzerland Financial  33  CHF 45 
O’Connor Global Convertible Portfolio – Private Investment         
Luxembourg, Luxembourg Company  60  USD 331
UBS Currrency Portfolio Ltd – Private Investment         
George Town, Cayman Islands Company  20  USD 1,7501
UBS Global Equity Arbitrage Ltd – Private Investment         
George Town, Cayman Islands Company  52  USD 8231
UBS Neutral Alpha Strategies Ltd – Private Investment         
George Town, Cayman Islands Company  12  USD 6951
Volbroker.com Limited – London, Great Britain Financial  21  GBP 18 
 
1 For Hedge Funds Net Asset Value instead of share capital.

None of the above investments carry voting rights that are significantly different from the proportion of shares held.



156162


 

Note 36 Acquisition of Paine Webber Group, Inc.37 Invested Assets and Net New Money



 

On 3 November 2000,Invested assetsinclude all client assets managed by or deposited with UBS completed its acquisitionfor investment purposes only. They therefore exclude all assets held for purely transactional purposes. Assets included are, for example, managed fund assets, managed institutional assets, discretionary and advisory wealth management portfolios, fiduciary deposits, time deposits, savings accounts and wealth management securities or brokerage accounts. Custody-only assets and transactional cash or current accounts as well as non-bankable assets (e.g. art collections) and deposits from third-party banks for funding or trading purposes are excluded.

Discretionary assetsare defined as those where the bank decides on how a client’s assets are invested. Other invested assets are those where the client decides on how the assets are invested.
     When a single product is created in one Business Group and sold in another, it is counted in

both the Business Group that does the investment management and the one that distributes it. This results in double counting within UBS total invested assets, as both Business Groups are providing a service independently to their respective clients, and both add value and generate revenue.

Net new moneyis the net amount of 100%invested assets that are acquired by the bank from new clients, invested assets that are lost when clients terminate their relationship with UBS and the inflows and outflows of the outstanding common stock of the Paine Webber Group, Inc. (“Paine-Webber”), a full-service broker-dealerinvested assets from existing UBS clients. Interest and one of the largest securities and commodities firms in the United States servicing both individual and institutional clients. The transaction was accounted for using the purchase method of accounting, making PaineWebber a wholly owned subsidiary of UBS. Results of operations of PaineWebber have beendividend income from invested assets is not included in the consolidated results beginningnet new money result. Market and currency movements are also excluded, as are the effects resulting from any acquisition or divestment of a UBS subsidiary or business. Interest expense on the date of acquisition. Under IFRS, the valuation of shares and

options issued was measured on the date of acquisition, 3 November 2000.

     Purchase consideration amounted to CHF 22.0 billion (USD 12.5 billion) consisting of shares, options and cash. Total goodwill recordedloans result in connection with the acquisition amounted to CHF 12.8 billion (USD 7.3 billion) at 3 November 2000 and is being amortized using the straight-line method over an estimated useful life of 20 years. At 31 December 2002 and 2001, the net book value of goodwill related to the Paine-Webber acquisition amounted to CHF 9.0 billion and CHF 11.6 billion respectively.
new money outflows.



 

         
CHF billion 31.12.03  31.12.02 
 
Fund assets managed by UBS  339   322 
Discretionary assets  511   446 
Other invested assets  1,359   1,269 
 
Total invested assets
  2,209   2,037 
 
thereof double count
  287   295 
 
Net new money
  61.6   36.9 
 

Note 3738 Currency Translation Rates

The following table shows the principal rates used to translate the financial statements of foreign entities into Swiss francs:

                
 Spot rate Average rate                     
 As at Year ended  Spot rate Average rate
 
 
 As at Year ended
  31.12.02  31.12.01  31.12.02  31.12.01 31.12.00  31.12.03 31.12.02 31.12.03 31.12.02 31.12.01 


1 USD  1.38  1.67  1.54  1.69 1.69  1.24 1.38 1.34 1.54 1.69 
1 EUR  1.45  1.48  1.46  1.50 1.56  1.56 1.45 1.54 1.46 1.50 
1 GBP  2.23  2.43  2.33  2.44 2.57  2.22 2.23 2.20 2.33 2.44 
100 JPY  1.17  1.27  1.24  1.40 1.57  1.15 1.17 1.16 1.24 1.40 





163


 

Financial Statements
Notes to the Financial Statements

 

Note 3839 Swiss Banking Law Requirements



 

The consolidated financial statements of UBS are prepared in accordance with International Financial Reporting Standards. Set out below are the deviations which would result ifsignificant differences regarding recognition and measurement between IFRS and the provisions of the Banking Ordinance and the Guidelines of the Swiss Federal Banking Commission governing financial statement reporting pursuant to Article 23 through Article 27 of the Banking Ordinance were applied in the preparation of the consolidated financial statements of UBS.Ordinance.

1. Treasury sharesFinancial investments

Under IFRS, treasury shares are presented in the balance sheet as a deduction from Shareholders’ equity and accounted for at weighted average cost. Contracts that require physical settlement

or net share settlement in UBS AG shares are classified in Shareholders’ equity as Share premium and accounted for at weighted average cost. The difference between the proceeds from sales of treasury shares or contracts that require physical settlement or contracts that require net share settlement and their cost (net of tax) is reported as Share premium. The par value of shares repurchased and cancelled is debited to the issued and paid up share capital for the par value, with the remainder of the cost of the repurchased shares debited to Share premium. No dividends are paid on treasury shares.
     Under Swiss law, own shares held for market-making purposes are presented in the balance sheet as Trading portfolio assets. Own shares


157


UBS Group Financial Statements
Notes to the Financial Statements

held for other purposes are classified as Financial investments and a corresponding reserve for own shares is established within Shareholders’ equity. All derivative contracts on own shares are reported as Positive or Negative replacement values. Traded own shares and derivatives on own shares are carried at fair value. Gains and losses realized on disposal and unrealized gains and losses from changes in the fair value are recorded as Net trading income. Own shares reported within Financial investments are reported at the lower of cost or market value. Reductions to market value and reversals of such reductions, as well as gains and losses on disposal, are included in Other income. Own shares repurchased for cancellation are reported as financial investments and accounted for at cost. Upon cancellation, the par value of shares repurchased and cancelled is debited against Share capital for the par value, with the remainder of the purchase cost debited against General statutory reserve.

2. Financial investments

Under IFRS, available for saleavailable-for-sale financial investments are carried at fair value. Changes in the fair value of available for sale financial investments are recorded as increases or decreases todirectly in Shareholders’ equity until an investment is sold, collected or otherwise disposed of, or until an investment is determined to be impaired. At the time an available for saleavailable-for-sale investment is determined to be impaired, the cumulative unrealized loss previously recognized in Shareholders’ equity is included in net profit or loss for the period. On disposal of an available for salea financial investment, the difference between the net disposal proceeds and the carrying amount includingplus any previously recognizedattributable unrealized gain

or loss arising from a changebalance recognized in fair value reported within Shareholders’ equity, is included in net profit or loss for the period.

     Under Swiss law, financial investments are carried at the lower of cost or market value. Reductions to market value below cost and reversals of such reductions as well as gains and losses on disposal are included in Other income.


3.2. Cash flow hedges

The Group also uses derivative instruments to hedge against the exposure from varying cash flows receivable and payable. Under IFRS, when hedge accounting is applied for these instruments, the unrealized gain or loss on the effective portion of the derivatives is recorded in Shareholders’ equity until the hedged cash flows occur, at which time the accumulated gain or loss is realized and released to income.
     Under Swiss law, the unrealized gains or losses on the effective portion of the derivative instruments used to hedge cash flow exposures are deferred on the balance sheet.sheet as assets or liabilities. The deferred amounts are released to income when the hedged cash flows occur.

4. Gains/losses not recognized in the income statement

Gains/losses not recognized in the income statement is a separate line within Shareholders’ equity where under IFRS unrealized gains and losses from currency translation, changes in fair value of financial investments available for sale and of derivative instruments designated as cash flow hedges are reported.
     Under Swiss law, only foreign currency translation differences are reported in Shareholders’ equity. The other two components are reported according to the methods described in captions 2. and 3. above.

5. Extraordinary income and expense

Under IFRS, items of income and expense can only be classified as extraordinary if they are clearly distinct from the ordinary activities and their occurrence is expected to be rare.
     Under Swiss law, income and expense related to other accounting periods and/or not directly related to the core business activities of the enterprise (e. g. realized gains or losses on sale of Investments in associated companies or Property and equipment) are recorded as extraordinary income or expense.
     The significant differences between IFRS and Swiss banking law are as follows:



158164


 

Note 38 Swiss Banking Law Requirements (continued)

          
CHF million  31.12.02   31.12.01 

Differences in the Balance Sheet        
Treasury shares
 Trading portfolio  371   128 
 Financial investments  6,623   3,253 
 Due to banks  23   24 
 Negative replacement values  (2)  0 
 Other liabilities  293   0 
 Shareholders’ equity  6,680   3,357 

Financial investments
 Financial investments  (1,314)  (1,856)
 Other liabilities  (113)  (215)
 Shareholders’ equity  (1,201)  (1,641)

Cash flow hedges
 Other liabilities  (256)  (459)
 Shareholders’ equity  256   459 

Differences in the Income Statement        
Treasury shares        
 Net trading income  (70)  (70)
 Other income  (269)  (231)
 Personnel expenses  4     
 Tax expenses  (53)  (71)
Financial investments
 Other income  (255)  (607)

Reclassification of extraordinary income and expense
 Other income  (350)  (95)
 Extraordinary income  361   109 
 Extraordinary expense  11   14 


159


UBS Group Financial Statements
Notes to the Financial Statements

Note 3940 Reconciliation of International Financial Reporting Standards (IFRS) to United States Generally Accepted Accounting Principles (US GAAP)



Note 40.1 Valuation and income recognition differences between IFRS and US GAAP

Note 39.1 Valuation and income recognition differences between IFRS and US GAAP



 

The consolidated financial statements of the GroupUBS have been prepared in accordance with IFRS. The principles of IFRS differ in certain respects from United States Generally Accepted Accounting Principles (“US GAAP”). The following is a summary of the relevant significant accounting and valuation differences between IFRS and US GAAP.

a. Purchase accounting (merger of Union Bank of Switzerland and Swiss Bank Corporation)

Under IFRS, the Group accounted for the 1998 merger of Union Bank of Switzerland and Swiss Bank Corporation was accounted for under the uniting of interests method. The balance sheets and income statements of the banks were combined, and no adjustments were made to the carrying values of the assets and liabilities. Under US GAAP, the business combination creating UBS AG is accounted for under the purchase method with Union Bank of Switzerland being considered the acquirer. Under the purchase method, the cost of acquisition is measured at fair value and the acquirer’s interests in identifiable tangible assets and liabilities of the acquiree are restated to fair values at the date of acquisition. Any excess consideration paid over the fair value of net tangible assets acquired is allocated, first to identifiable intangible assets based on their fair values, if determinable, with the remainder allocated to goodwill.

Goodwill and intangible assets

For US GAAP purposes, the excess of the consideration paid for Swiss Bank Corporation over the fair value of the net tangible assets received has been recorded as goodwill and was amortized on a straight linestraight-line basis using a weighted averageweighted-average life of 13 years from 29 June 1998 to 31 December 2001.
     Under US GAAP until 31 December 2001, goodwill acquired before 30 June 2001 was capitalized and amortized over its estimated useful life with adjustments for any impairment.

     On 1 January 2002, the GroupUBS adopted SFAS 141, “Business Combinations” and SFAS 142, “Goodwill and Other Intangible Assets”. SFAS 141 requires reclassification of intangible assets to goodwill which no longer meet the recognition criteria under the new standard. SFAS 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized but be tested annually for impairment. Identifiable intangible assets with finite lives will continue to be amortized.

Upon adoption, the amortization charges related to the 1998 business combination of Union Bank of Switzerland and Swiss Bank Corporation ceased to be recorded under US GAAP. For the year ended 31 December 2002, these charges would have been CHF 1,477 million.
     In 20022003 and 2001,2002, goodwill recorded under US GAAP was reduced by CHF 4339 million and CHF 5343 million respectively, due to recognition of deferred tax assets of Swiss Bank Corporation which had previously been subject to valuation reserves.

Other purchase accounting adjustments

The restatement of Swiss Bank Corporation’s net assets to fair value in 1998 resulted in decreasing net tangible assets by CHF 1,077 million for US GAAP. This amount is being amortized over periods ranging from two years to 20 years.

b. Reversal of IFRS goodwill amortization

The adoption of SFAS 142 “Goodwill and Intangible Assets” resulted in two new reconciling itemsitems: 1) Intangible assets on the IFRS Balancebalance sheet with a book value of CHF 1.8 billion at 31 December 2001 were reclassified to goodwill for US GAAP.GAAP; 2) The amortization of IFRS goodwill and the intangible assets reclassified to goodwill for US GAAP (CHF 831 million and CHF 1,017 million for the yearyears ended 31 December 2002)2003 and 31 December 2002, respectively) was reversed for US GAAP.

     Had the GroupUBS been required to adopt SFAS 142 for its US GAAP Financial Statements in prior years,2001, reported Net profit and Earnings per share would have been as follows:



160165


 

Financial Statements
Notes to the Financial Statements

                   
CHF million, except for per share data        
For the year ended  31.12.02  31.12.01 31.12.00  31.12.03 31.12.02 31.12.01 


Reported Net profit under US GAAP  5,546  3,234 4,437  6,513 5,546 3,234 
Add back: SBC purchase accounting goodwill  0  1,657 1,679  0 0 1,657 
Add back: Amortization of intangibles reclassified to goodwill for US GAAP and/or IFRS goodwill  0  886 315 
Add back: Amortization of intangibles reclassified to goodwill for US GAAP and / or IFRS goodwill 0 0 886 


Adjusted net profit under US GAAP  5,546  5,777 6,431  6,513 5,546 5,777 


Reported basic earnings per share under US GAAP  4.59  2.58 3.70  5.83 4.59 2.58 
Add back: SBC purchase accounting goodwill  0.00  1.32 1.40  0.00 0.00 1.32 
Add back: Amortization of intangibles reclassified to goodwill for US GAAP and/or IFRS goodwill  0.00  0.71 0.26 
Add back: Amortization of intangibles reclassified to goodwill for US GAAP and / or IFRS goodwill 0.00 0.00 0.71 


Adjusted basic earnings per share under US GAAP  4.59  4.61 5.36  5.83 4.59 4.61 


Reported diluted earnings per share under US GAAP  4.51  2.46 3.64  5.72 4.51 2.46 
Add back: SBC purchase accounting goodwill  0.00  1.30 1.38  0.00 0.00 1.30 
Add back: Amortization of intangibles reclassified to goodwill for US GAAP and/or IFRS goodwill  0.00  0.70 0.26 
Add back: Amortization of intangibles reclassified to goodwill for US GAAP and / or IFRS goodwill 0.00 0.00 0.70 


Adjusted diluted earnings per share under US GAAP  4.51  4.46 5.28  5.72 4.51 4.46 


The table below shows the estimated, aggregated amortization expenses for other intangible assets, which are still subject to an annual amortization, on a US GAAP basis:

        
CHF million  


Estimated, aggregated amortization expense for:  
2003  116 
2004  97  93 
2005  93  90 
2006  80  77 
2007  71  70 
2008 and thereafter  765 
2008 69 
2009 and thereafter 775 


Total  1,222  1,174 




 

c. Restructuring provision

Under IFRS, restructuring provisions are recognized when a legal or constructive obligation has been incurred. In 1997, the Group recognized a CHF 7,000 million restructuring provision was recognized to cover personnel, IT, premises and other costs associated with combining and restructuring the merged Group.banks. A further CHF 300 million provision was recognized in 1999, reflecting the impact of increased precision in the estimation of certain leased and owned property costs.

     Under US GAAP, the criteria for establishing restructuring provisions were more stringent than under IFRS prior to 2000. For US GAAP, the aggregate CHF 7,300 million restructuring provision was reversed. As a result of the business combination with Swiss Bank Corporation and the decision to combine and streamline certain activities of the banks for the purpose of reducing costs and improving efficiencies, Union Bank of Switzerland recognized a restruc-restructuring

turing provision of CHF 1,575 million during 1998 for US GAAP. CHF 759 million of this provision related to estimated costs for restructuring the operations and activities of Swiss Bank Corporation, and that amount was recorded as a liability of the acquired business. The remaining CHF 816 million of estimated costs were charged to restructuring expense during 1998. The US GAAP restructuring provision was increased by CHF 600 million and CHF 130 million in 1999 and 2000, respectively.

     During 2001, CHF 112 million restructuring costs were expensed as incurred under US GAAP. These costs were already part of the restructuring provision under IFRS, but were not eligible for recognition under US GAAP until 2001. The restructuring plan was completed and the remaining balance of the US GAAP restructuring provision was used substantially in accordance with previously disclosed plans. At 31 December 2001, the restructuring provision for both IFRS and US GAAP hadhas been fully utilized.



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UBS Group Financial Statements
Notes to the Financial Statements
d. Derivative instruments

d. Derivative instruments

Derivative instruments held or issued for hedging activities

Prior to 1 January 2001, the Group applied no hedge accounting for derivative instruments under US GAAP. As a result, all derivative instruments were carried on the balance sheet at fair value, with changes in fair value recorded in the Income statement. Under IFRS, the Group accounted for derivative instruments hedging non-trading positions in the Income statement using the accrual or deferral method, which was the same as the accounting methodology applied to the underlying item hedged.
On 1 January 2001, the GroupUBS adopted IAS 39 for its IFRS Financial Statements and SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” for its US GAAP Financial Statements. These standards introduceintroduced new rules for the accounting and reporting of derivative instruments, including certain derivative instruments embedded in other contracts, and of hedging activities. The adoption of SFAS 133 did not result in any transition items for the GroupUBS on 1 January 2001 as the Groupit previously did not apply hedge accounting under US GAAP for derivative instruments.
     With the adoption of IAS 39 on 1 January 2001, an opening adjustment was made in 2001 to reduce Retained earnings by CHF 61 million, consisting of CHF 19 million reflecting the impact of the new hedge accounting rules and CHF 42 million reflecting the impact of remeasuring assets to either amortized cost or fair value as required under the standard. For US GAAP purposes, the first adjustment was not required (because all derivatives were previouslyalready recorded in the Income statement)statement prior to 1 January 2001) and was reversed, and the second adjustment was recorded in the Income statement.
     Under IAS 39, the GroupUBS is permitted to hedge interest rate risk based on forecastedforecast cash inflows and outflows on a group basis. For this purpose, the GroupUBS accumulates information about financial assets and financial liabilities, and forward commitments which is then used to estimate and aggregate cash flows and to schedule the future periods in which these cash flows are expected to occur. Appropriate derivative instruments are then used to hedge the estimated future cash flows. SFAS 133 does not permit hedge accounting for hedges of future cash flows determined by this methodology.

Accordingly, for US GAAP such items continue to be carried at fair value with changes in fair value recognized in Net trading income.
     Since 1 January 2001, the Group’sUBS’s derivative hedging relationships have been treated the same under both IFRS and US GAAP, except for hedges of interest rate risk of forecastedforecast cash flows on a group basis as mentioned in the previous paragraph.

     In addition, amounts deferred under previous hedging relationships that now do not qualify as hedges under IAS 39 are being amortized against IFRS net profit over the remaining life of the hedging relationship. Such amounts have been reversed for US GAAP as they have never been treated as hedges.

Derivative instruments indexed to UBS shares

US GAAP, like IFRS, generally requires that derivatives instruments indexed to a company’s own stockshares be recorded as an equity instrument in Shareholders’ equity if gross physical settlement is required in actualits own shares or if the company has the choice to settle the contractinstrument by delivery or receipt of its own shares. If, however, the derivative contractinstrument requires cash settlement or if the counterparty may choose cash settlement, then the derivativeinstrument must be classified as an asset or liability,a derivative, with changes in fair value recorded in income.
     Asset or liabilityDerivative classification is also required under US GAAP if a company may not have sufficient issuable shares available to settle a contract in its own shares. This is determined by the maximum number of shares a company could be forced to issue to settle a contract. Under IFRS, however, such contracts are recorded as equity instruments in Shareholders’ equity.
     In 2003 and 2001, and 2000, the GroupUBS had no contractsinstruments indexed to its own shares for which the accounting treatment under US GAAP differed from IFRS, andso there was no reconciling item for these derivative instruments. In 2002, however, the GroupUBS issued net-share settled put options as part of its share repurchases in 2002. Such contracts are recorded under IFRS as equity instruments in Shareholders’ equity and under US GAAP as a liabilityderivatives with changes in fair value reflected in Net income. Such contracts increased US GAAP Net income by CHF 12 million in 2002.
     UBS Warburg acts as a liquidity provider to the equity futures markets and as a market maker in UBS shares and derivatives. Trading income of CHF 22 million under both IFRS and US GAAP in 2003, CHF 125 million under IFRS (CHF 137 million under US GAAP) in 2002 and CHF 261 million under both IFRS and US GAAP in 2001 and CHF


162


42 million under both IFRS and US GAAP in 2000 was recorded in the financial statements from trading in potentially cash settled derivative instruments indexed to UBS shares.



167


Financial Statements
Notes to the Financial Statements



Bifurcation of embedded issuer calls out of structured debt instruments

The GroupUBS issues certain structured debt instruments that contain an embedded issuer call option. If the embedded derivatives contained in the structured debt are not clearly and closely related to the host debt instrument, IFRS requires that a combined derivative is separated, including the issuer call, and accounted for as a stand alonestand-alone derivative contract. Under US GAAP, however, certain issuer calls must remain with the host contract and are therefore not separated. This results in different values of the bifurcated derivatives and the related host contracts. Because the host contract under US GAAP includes the issuer call option, and therefore, its fair value changes differently from the host contract under IFRS, hedge effectiveness criteria under US GAAP can generally not be met for those contracts that are hedged under IFRS. The impact of not separating these issuer call features including the disallowance of the hedge accounting was to increase US GAAP Net income by CHF 14 million before tax at 31 December 2003 and to reduce US GAAP Net income by CHF 55 million before tax at 31 December 2002.

e. Financial investments
(prior to the adoption of IAS 39)
e. Financial investments and private equity

Prior to the adoption of IAS 39 on 1 January 2001, financial investments were classified as either current investments or long-term investments under IFRS. The Group considered current financial investments to be held for sale and carried at lower of cost or market value (“LOCOM”). The Group accounted for long-term financial investments at cost, less any impairments. Under US GAAP, the Group’s financial investments are classified as available for sale (debt and marketable equity securities), and are carried at fair value with changes in fair value recorded in Other comprehensive income. Gains and losses are recognized in Net profit in the period sold, and losses are recognized in the period of impairment for IFRS and US GAAP. For the IFRS to US GAAP reconciliation, debt and marketable equity securities were adjusted from LOCOM to fair value and classified as available for sale investments. Unrealized gains or unrealized losses relating to these investments were recorded in Other comprehensive income.

f. Financial investments and private equity

Financial investments available for sale

With the adoption of IAS 39 on 1 January 2001, the accounting for financial investments avail-

ableavailable for sale generally became the same under IFRS and US GAAP. Three exceptions exist, however: 1) Non-marketable equity financial investments (excluding private equity investments discussed below), which are classified as available for sale and carried at fair value under IFRS, continue to be carried at cost less “other than temporary” impairments under US GAAP. The opening adjustment and subsequent changes in fair value recorded directly in Shareholders’ equity on non-marketable equity financial instruments due to the implementation onof IAS 39 have been reversed under US GAAP to reflect the difference between the two standards in measuring such investments. 2) Write-downsWritedowns on impaired assets can be fully or partially reversed under IFRS if the value of the impaired assets increases. Such reversals of impairment write-downswritedowns are not allowed under US GAAP. Reversals under IFRS were not significant in 2003, 2002 or 2001. 3) Private equity investments, as described below.

Private equity investments

Since the adoption of IAS 39 on 1 January 2001, the GroupUBS has accounted for private equity investments as available for saleavailable-for-sale securities in its primary Financial Statements under IFRS, with changes in fair value recognized in Shareholders’ equity. Under US GAAP, these investments continued to be accounted for at cost less “other than temporary” impairments.
     On 1 January 2002, the GroupUBS adopted the provisions of Statement of Financial Accounting Standards (“SFAS”)SFAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” for its US GAAP Financial Statements. The statement primarily addresses financial accounting and reporting for the impairment or disposal of long-lived assets. In addition, SFAS 144 eliminated the exception to consolidation for subsidiaries for which control is likely to be temporary, as previously contained in Accounting Research Bulletin 51 “Consolidated Financial Statements” as amended by SFAS 94 “Consolidation of All Majority-Owned Subsidiaries”. Therefore, on adopting SFAS 144, the GroupUBS changed its US GAAP accounting for certain private equity investments by accounting for those investments held within separate investment subsidiaries in accordance with the “AICPA Audit and Accounting Guide, Audits of Investment Companies”. The effect of this change for US GAAP reporting pur-


163


UBS Group Financial Statements
Notes to the Financial Statements

posespurposes is that certain private equity investments are now recorded at fair value, with changes in fair value recognized in US GAAP net profit. The remaining private equity investments continue to be accounted for at cost less “other than temporary” impairment.

     For the IFRS to US GAAP reconciliation, fair value adjustments on certain private equity investments recorded directly in Shareholders’ equity under IFRS had to be shown in the Income statement for US GAAP purposes. At 1 January 2002, the date of adoption of SFAS 144, the


cumulative effect of this change in accounting on US GAAP net profit was an increase of CHF 639 million, after tax. For the yearyears ended 31 December 2003 and 31 December 2002, the effect of applying the new standard on the reconciliation of IFRS net profit to US GAAP was to increasedecrease US GAAP net profit by an additional CHF 19 million, after tax and to increase US GAAP net profit by CHF 83 million, after tax.tax, respectively.

     The pro-forma Net profit assuming that the change in accounting principle were applied retroactively for all periods presented, would be as follows:




168


 

                        
CHF million, except for per share data  pro-forma pro-forma pro-forma 
For the year ended  31.12.02  31.12.01 31.12.00  31.12.03 31.12.02 31.12.01 


Net profit under US GAAP  4,907  2,763 5,523  6,513 4,907 2,763 
Basic earnings per share  4.06  2.21 4.61  5.83 4.06 2.21 
Diluted earnings per share  3.99  2.09 4.53  5.72 3.99 2.09 


See Note 2 for information regarding impairment charges recorded for private equity investments.



 

g. Retirement benefitf. Pension plans

Under IFRS, the GroupUBS recognizes pension expense based on a specific method of actuarial valuation used to determine the projected plan liabilities for accrued service, including future expected salary increases, and expected return on plan assets. Plan assets are recorded at fair value and are held in a separate trust to satisfy plan liabilities. Under IFRS the recognition of a prepaid asset is subject to certain limitations, and any unrecognized prepaid asset is recorded as pension expense. US GAAP does not allow a limitation on the recognition of prepaid assets recorded in the Balance Sheet.sheet.

     Under US GAAP, pension expense is based on the same actuarial method of valuation of liabilities and assets as under IFRS. Differences in the amounts of expense and liabilities (or prepaid assets) exist due to different transition date rules, stricter provisions for recognition of a prepaid asset, and the treatment of the 1998 merger of Union Bank of Switzerland and Swiss Bank Corporation.
     In addition, under US GAAP, if the fair value of plan assets falls below the accumulated benefit obligation (current(which is the current value of accrued benefits without allowance for future salary increases), an additional minimum liability must be shown in the balance sheet. If an additional minimum

liability is recognized, an equal amount will be recognized as an intangible asset up to the amount of any unrecognized past service cost. Any amount not recognized as an intangible asset is reported in Other comprehensive income. The additional minimum liability required under US GAAP before tax amounts to CHF 306 million, CHF 1,225 million and CHF 306 million as at 31 December 2003, 2002 and 2001, respectively. The amount recognized in intangible assets was CHF 0 million, CHF 2 million and CHF 3 million and the amount recognized in Other comprehensive income before tax was CHF 306 million, CHF 1,223 million before taxes and CHF

303 million before taxes as at 31 December 2003, 2002 and 2001, respectively.

h. Other employee benefits
g. Other post-retirement benefit plans

Under IFRS, the GroupUBS has recorded expenses and liabilities for post-retirement, medical and life insurance benefits, determined under a methodology similar to that described above under retirement benefitpension plans.

     Under US GAAP, expenses and liabilities for post-retirement medical and life insurance benefits are determined under the same methodology as under IFRS. Differences in the levels of expenses and liabilities have occurred due to different transition date rules and the treatment of the merger of Union Bank of Switzerland and Swiss Bank Corporation under the purchase method.

h. Equity participation plans


164


i. Equity participation plans

IFRS does not specifically address the recognition and measurement requirements for equity participation plans.

     US GAAP permits the recognition of compensation cost on the grant date for the estimated fair value of equity instruments issued (SFAS 123) or based on the intrinsic value of equity instruments issued (Accounting Principles Board “APB” No. 25), with the disclosure of the pro-forma effects of equity participation plans on net profit and earnings per share, as if the fair value had been recorded on the grant date. Under IFRS, the GroupUBS recognizes only intrinsic values at the grant date with subsequent changes in value not recognized. Under US GAAP, the GroupUBS applies the APB No. 25 intrinsic value method, which requires adjustments to intrinsic values subsequent to the grant date in certain circumstances.
     The shares and other diversified instruments of the Group’sUBS’s equity participation plans are held in trusts on behalf of the participants. Certain of these trusts are recorded on the Group’sUBS’s balance sheet for US GAAP presentation, the effect of which is



169


Financial Statements
Notes to the Financial Statements



to increase assets by CHF 396460 million and CHF 1,485396 million, liabilities by CHF 429483 million and CHF 1,607429 million, and decrease Shareholders’ equity by CHF 3323 million and CHF 12233 million (for UBS AG shares held by the trusts which are treated as treasury shares) at 31 December 2003 and 2002 and 2001 respectively.

     For US GAAP, certain of the Group’sUBS’s option awards have been determined to be variable pursuant to APB No. 25, primarily because they may be settled in cash or because the GroupUBS has offered to hedge the value of the award. The effect of applying variable accounting to the option awards in the US GAAP reconciliation for the years ended 31 December 2003, 2002 2001 and 2000,2001, is a CHF 28 million increase in compensation expense, CHF 51 million decrease in compensation expense and CHF 30 million decrease in compensation expense and CHF 85 million increase in compensation expense, respectively. In addition, certain of the Group’sUBS’s share plans have been deemed variable under APB No. 25 or required a new expense measurement date due to diversification or cash settlement of awards. Additional expense was also recorded related to social tax payments on exercised optionsequity instruments recorded directly in Shareholders’ equity for IFRS. For US GAAP, the net effect of these transactions is


an increase to compensation expense of CHF 118 million, a decrease to compensation expense of CHF 12 million, and an increase to compensation expense of CHF 41 million and an increase to compensation expense of CHF 82 million for the years ended 31 December 2003, 2002 2001 and 2000,2001, respectively.

j.i. Software capitalization

Under IFRS, effective 1 January 2000, certain costs associated with the acquisitions or development of internal useinternal-use software musthad to be capitalized. Once the software iswas ready for its intended use, the costs capitalized arewere amortized to the Income statement over the estimated life of the software. Under US GAAP, the same principle applies,applied, however this standard was effective 1 January 1999. For US GAAP, the costs associated with the acquisition or development of internal useinternal-use software that met the US GAAP software capitalization criteria in 1999 have beenwere reversed from Operating expenses and amortized over a life of two years from the time that the software iswas ready for its intended use. From 1 January 2000, the only remaining reconciliationrecon-

ciliation item iswas the amortization of software capitalized in 1999 for US GAAP purposes. At 31 December 2002, this amount was fully utilized and there is no longer a difference between IFRS and US GAAP.

j. Consolidation of Variable Interest Entities (VIEs)

k. Recently issued US accounting standards

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145, “RescissionUS GAAP, like IFRS, generally requires consolidation of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. The new standard is effective for fiscal years beginning after 15 May 2002. UBS will adopt the new standard for its fiscal year 2003, but does not expect that it will have a significant effectentities on the financial statements.basis of controlling a majority of voting rights. In certain situations, control over the majority of voting rights is not a reliable indicator of the need to consolidate, such as when there are no voting rights, or when voting rights and exposure to risks and rewards are largely disproportionate. However, there are differences in the approach of IFRS and US GAAP to those situations.

     In June 2002,Under IFRS, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exitassessment of control over an entity is based on controlling a majority of voting rights, or, Disposal Activities”. SFAS No. 146 addresses primarily recognition and measurement of cost for employee termination benefits, contract terminations, closure or consolidation of facilities, relocation, and similar items associated with exit or disposal activities. The new standard requires that a liability for such costs should be recog-


165


UBS Group Financial Statements
Notesif control is exercised through other means, consideration is given to the Financial Statements

nized at its fair valuesubstance of the relationship. Indicators of these situations include: predetermination of the entity’s activities; the entity’s activities being conducted on behalf of the enterprise; decision-making powers being held by the enterprise; the right to obtain the majority of the benefits or be exposed to the risks inherent in the periodactivities of the entity; or retaining the majority of the residual or ownership risks related to the entity’s assets in which the liability is incurred and not at the time an entity commitsorder to an exit or disposal plan. SFAS No. 146 is applicable prospectively for exit or disposal activities initiated after 31 December 2002. UBS does not expect that the new standard will have a significant impact onobtain benefits from its financial statements.

     In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-based Compensation - Transition and Disclosure”, an amendment of FASB Statement No. 123, which was effective for financial years ending after 15 December 2002. UBS adopted SFAS No. 148 for the year ended 31 December 2002. The new standard requires additional disclosures in respect to pro-forma disclosures had the fair value based method for valuing employee stock option awards been applied. These additional disclosures are included in Note 32. Other than additional disclosures, SFAS No. 148 currently has no impact on the financial statements.activities.
     In January 2003, theUS GAAP consolidation considerations are subject to FASB issued FASB Interpretation (FIN) No.interpretation FIN 46, “Consolidation of Variable Interest Entities”, an interpretation of Accounting Research Bulletin No. 51.51, which was issued on 17 January 2003. A revised version of FIN 46 was issued in December 2003.
     FIN 46 requires that control over an entity be assessed first based on voting interests. If voting interests do not exist or differ significantly from economic interests, then an entity is considered to be a “Variable Interest Entity” (“VIE”). Specifically, VIEs are entities in which the equity investors:
do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties
do not have the characteristics of a controlling financial interest



170


have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of an investor with disproportionately small voting interest.
     FIN 46 requires an enterprise – the “primary beneficiary” – to consolidate a VIE if it has variable interests that will absorb a majority of the VIE’s “expected losses”, receive a majority of the VIE’s “expected residual returns”, or both. In addition, the primary beneficiary is required to make certain disclosures in relation to the VIE.
     FIN 46 requires an enterprise which is the holder of a “significant variable interest” to provide certain disclosures in relation to its involvement with the VIE. UBS considers its variable interests to be significant if it expects to receive more than 20% of a VIE’s expected losses, expected residual returns, or both.
     At 31 December 2003, FIN 46 applies to certain entities in which equity investors do not haveUBS’s US GAAP financial statements with respect to transitional disclosure requirements and the characteristicsconsolidation and disclosure of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Such entities are called variable interest entities (VIE) under the new interpretation, which requires consolidation of a VIE if the variable interest either absorbs the majority of the expected losses, or receives the majority of the expected gains, or both. FIN 46 applies to all VIEs created before 1 February 2003 no later than the beginning of the first interim or annual reporting period beginning after 15 June 2003. The new interpretation applies immediately to all VIEs created after 31 January 2003.2003, in which UBS is the primary beneficiary.
     In many cases the assessment of consolidation under IFRS and US GAAP is the same, however the application of FIN 46 also establishesfor US GAAP purposes results in certain differences from IFRS. The result of consolidating certain entities at 31 December 2003 for US GAAP purposes, which are not otherwise consolidated in UBS’s primary consolidated Financial Statements under IFRS, has been a CHF 4.1 billion increase in the US GAAP Balance sheet.
     A discussion of FIN 46 measurement requirements, the disclosure requirements


forand consolidation in the US GAAP Balance sheet of VIEs that an enterprise will consolidate or in which it will have a significant variable interest. These disclosure requirements became effective for financial statements issuedcreated after 31 January 2003 in which UBS is the primary beneficiary, and FIN 46 transitional disclosures, are providedset out in Note 40.2.41.1.

k. Recently issued US accounting standards

On 1 January 2003, UBS adopted SFAS 145, Rescission of FASB Statements 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. The adoption of this new accounting standard did not affect the Financial Statements for the year ended 31 December 2003.

     On 1 January 2003, UBS adopted FASB Interpretation No. (FIN) 45, Guarantor’s Accounting

and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires that a liability be recognized at inception of certain guarantees equal to the fair value of the obligation assumed, which extends over the period of the guarantee. FIN 45 is applicable prospectively for certain guarantees issued or modified after 31 December 2002. The adoption of FIN 45 had no material impact on the results of operations and financial position of UBS.

     In November 2002,April 2003, the Emerging Issues Task Force (EITF) reachedFASB issued SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. The new standard amends Statement 133 for decisions made as part of the Derivatives Implementation Group process that effectively required amendments to SFAS 133, but more importantly in relation to the definition of a consensusderivative. SFAS 149 is effective prospectively for contracts entered into or modified after 30 June 2003, and for hedging relationships designated after 30 June 2003. The adoption of the new standard by UBS had no material effect on EITF Issue No. 02-3, “Issues Involvedthe 2003 Financial Statements prepared in accordance with US GAAP.
     In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. The new standard is applicable to free-standing financial instruments which embody obligations for the issuer and changes their classification from equity to liabilities or assets in the Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involvedfollowing situations:
for a financial instrument linked to an entity’s own shares that embodies an obligation to repurchase the equity shares or settle the obligation by transferring assets.
for an obligation that the entity must or may settle by issuing a variable number of its equity shares whereby the counterparty receiving the equity shares has no or only little exposure to changes in the entity’s share price.
for an instrument whose fair value is inversely related to the change in fair value of the entity’s equity shares, for example a written put option that could be net share settled.
     SFAS 150 does not apply to financial instruments with embedded conversion features, conditional redemption features or other embedded features in Energy Trading and Risk Management”. The consensus precludes mark-to-market accounting for energy trading contractsfinancial instruments that are not derivatives pursuant to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”.in their entirety. UBS has adopted the provisions of EITF Issue 02-3 related to energy trading contractsSFAS 150 as at 1 JanuaryJune 2003 for contracts that existed on or before 25 October 2002, the date when this consensus was issued. For contracts entered into after 25 October 2002, the consensus was applied with immediate effect. The effect of adoption was not material either for contracts entered into after or those that existed on 25 October 2002.
     Included in EITF Issue 02-3 is the FASB staff’s view that an entity should not recognize an unrealized gain or loss at inception of a derivative instrument unless the fair value of that instrument is obtained from a quoted market price in an active market or is otherwise evidenced by comparison to observable market data. Management is in the process of completing the evaluation of the impact of this view on the Group’s financial condition and profit. As required, the Group applied this view to transactions entered into after the effective date of 21 November 2002. The impact was not significant. The impact of this issue is dependent upon the level of transactions executed that rely on data not observable in the market. Accordingly, it is not possible to project the impact this matter could have on the Group’s 2003 financial statements.instru-



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Financial Statements
Notes to the Financial Statements



ments entered into or modified after that date, and adopted the standard as at 1 July 2003 for financial instruments entered into on or before 31 May 2003.

     At 31 December, 2003, UBS had no financial instruments outstanding that were within the scope of SFAS 150, nor had it entered into transactions after 31 May 2003, that were settled on or before 31 December 2003, and would have been accounted for under the new standard. Therefore, the adoption of SFAS 150 had no impact on UBS’s 2003 Financial Statements prepared in accordance with US GAAP.
     In November 2003, the FASB’s Emerging Issues Task Force (EITF) issued EITF 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. The Task Force reached a consensus that the following disclosures are required for debt and marketable equity securities classified as available-for-sale or held-to-maturity under Statements 115 and 124 that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. For those investments with unrealized losses that have not been recognized as other-than-temporary impairments, the investor should disclose:
     a) Quantitative information, aggregated by each category of financial investment that the investor discloses in tabular form:
Note 39.2 Reconciliationthe aggregate amount of IFRS Shareholders’ equityunrealized losses (that is, the amount by which cost or amortized cost exceeds fair value) and Net profit to US GAAP
the aggregate related fair value of investments with unrealized losses.
                         
      Shareholders’ equity  Net profit 
  Note 39.1  
  
 
CHF million Reference  31.12.02  31.12.01  31.12.02  31.12.01  31.12.00 

Amounts determined in accordance with IFRS      38,991   43,530   3,535   4,973   7,792 
Adjustments in respect of:                        
SBC purchase accounting goodwill and other purchase accounting adjustments  a   15,285   15,413   (128)  (1,614)  (1,669)
Reversal of IFRS goodwill amortization  b   1,017   0   1,017   0   0 
Restructuring provision  c   0   0   0   (112)  (238)
Derivative instruments  d   (138)  (169)  354   25   (1,353)
Financial investments (prior to the adoption of IAS 39)  e   0   0   0   0   28 
Financial investments and private equity  f   (30)  (709)  767   0   0 
Retirement benefit plans  g   621   1,714   (156)  119   59 
Other employee benefits  h   (1)  (8)  7   8   8 
Equity participation plans  i   (164)  (186)  63   (12)  (167)
Software capitalization  j   0   60   (60)  (169)  (160)
Tax adjustments      (5)  (363)  147   16   137 

Total adjustments      16,585   15,752   2,011   (1,739)  (3,355)

Amounts determined in accordance with US GAAP      55,576   59,282   5,546   3,234   4,437 

     The disclosures above should be segregated by those investments that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 months or longer.

     b) Additional information, in narrative form, that provides sufficient information to understand the quantitative disclosures and the information that the investor considered (both positive and negative) in reaching the conclusion that the impairments are not other-than-temporary. This disclosure could include:


Note 39.3 Earnings per sharethe nature of the investment(s)
the cause(s) of the impairment(s)
the number of investment positions that are in an unrealized loss position

the severity and duration of the impairment(s)
other evidence considered by the investor in reaching its conclusion that the investment(s) is not other-than-temporarily impaired, including, for example, industry analyst reports, sector credit ratings, volatility of the security’s market price, and / or any other information that the investor considers relevant.
     EITF 03-1 is effective for financial years ending after 15 December 2003. UBS has included these additional disclosures in Note 12 Financial Investments.
     In December 2003, the FASB issued revised SFAS 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits. Except for some of the new disclosures, this revised standard is effective for financial years ending after 15 December 2003. Additional disclosures required under the revised standard include information about major categories of assets held by benefit plans, a narrative description of the investment strategy and how the expected long-term rate of return on plan assets has been determined, the accumulated benefit obligation, benefits expected to be paid in each of the next five financial years and the aggregate for the five financial years thereafter, the measurement dates for the benefit plans, and the employer’s best estimate of contributions expected to be paid to the plan during the next financial year. Those new disclosures which are effective for the year ended 31 December 2003, are included in Note 31 Pension and Other Post-Retirement Benefit Plans. Revised SFAS 132 requires that certain disclosures are made in interim financial statements starting in 2004. The components of periodic pension cost and employer’s contribution paid or expected to be paid during the current fiscal year have to be disclosed.
     In December 2003, the “Medicare Prescription Drug, Improvement and Modernization Act of 2003” was passed in the USA, which adds prescription drug coverage for Medicare-eligible employees. Since the Group sponsors post-retirement health care plans in the USA, the Group has a range of options for coordinating with the new government-sponsored program, including supplementing the government program on a secondary payer basis or accepting a direct subsidy from the government to support a portion of the cost of the employer’s program.


172


     Pursuant to guidance included in FASB Staff Position FAS 106-1, the Group has chosen to defer recognition of the potential effects of the Act. This decision was made largely due to the number of open issues about various provisions of the Act and a lack of authoritative accounting guidance concerning certain technical matters. Therefore, the retiree health obligation and cost reported in these Financial Statements and the accompanying notes as at and for the year ended 31 December 2003 do not yet reflect any poten-

tial impact of the Act. Specific authoritative guidance on the accounting for the government subsidy is pending and that guidance, when issued, could require the Group to change previously reported information. It is expected that a change would decrease the obligation and cost attributable to post-retirement medical coverage.

     Several other interpretations and FASB Staff Positions were recently issued, none of which has or is expected to have a material impact on UBS’s Financial Statements.



Note 40.2 Reconciliation of IFRS Shareholders’ equity and Net profit to US GAAP

                         
  Note 40.1  Shareholders' equity Net profit
CHF million Reference  31.12.03  31.12.02  31.12.03  31.12.02  31.12.01 
 
Amounts determined in accordance with IFRS
      35,446   38,991   6,385   3,535   4,973 
Adjustments in respect of:                        
SBC purchase accounting goodwill and other purchase accounting adjustments  a   15,196   15,285   (89)  (128)  (1,614)
Reversal of IFRS goodwill amortization  b   1,825   1,017   808   1,017   0 
Restructuring provision  c   0   0   0   0   (112)
Derivative instruments  d   (94)  (138)  188   354   25 
Financial investments and private equity  e   (84)  (30)  (159)  767   0 
Pension plans  f   1,303   621   (235)  (156)  119 
Other post-retirement benefit plans  g   (1)  (1)  0   7   8 
Equity participation plans  h   (112)  (164)  (152)  63   (12)
Software capitalization  i   0   0   0   (60)  (169)
Consolidation of variable interest entities (VIEs)  j   (10)  0   (10)  0   0 
Tax adjustments      (295)  (5)  (223)  147   16 
 
Total adjustments
      17,728   16,585   128   2,011   (1,739)
 
Amounts determined in accordance with US GAAP
      53,174   55,576   6,513   5,546   3,234 
 



Note 40.3 Earnings per share

Under both IFRS and US GAAP, basic earnings per share (“EPS”) isare computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted EPS includesinclude the determinants of basic EPS and, in addition, gives effect to dilutive potential common shares that were outstanding during the period.

     The computations of basic and diluted EPS for the years ended 31 December 2002,2003, 31 December 20012002 and 31 December 20002001 are presented in the following table.
             
 31.12.02 31.12.01 31.12.00                         
 
 
 
  31.12.03 31.12.02 31.12.01
For the year ended US GAAP IFRS US GAAP IFRS US GAAP IFRS  US GAAP IFRS US GAAP IFRS US GAAP IFRS 


Net profit available for ordinary shares (CHF million)  5,546   3,535  3,234 4,973 4,437 7,792  6,513 6,385 5,546 3,535 3,234 4,973 
Net profit for diluted EPS (CHF million)  5,520   3,515  3,135 4,874 4,423 7,778  6,514 6,386 5,520 3,515 3,135 4,874 
Weighted-average shares outstanding  1,208,055,132   1,208,586,678  1,251,180,815 1,266,038,193 1,198,680,193 1,209,087,927  1,116,602,289 1,116,953,623 1,208,055,132 1,208,586,678 1,251,180,815 1,266,038,193 
Diluted weighted average shares outstanding  1,222,862,165   1,223,382,942  1,273,720,560 1,288,577,938 1,215,169,966 1,225,577,700 
Diluted weighted-average shares outstanding 1,138,800,625 1,138,800,625 1,222,862,165 1,223,382,942 1,273,720,560 1,288,577,938 
Basic earnings per share (CHF)  4.59   2.92  2.58 3.93 3.70 6.44  5.83 5.72 4.59 2.92 2.58 3.93 
Diluted earnings per share (CHF)  4.51   2.87  2.46 3.78 3.64 6.35  5.72 5.61 4.51 2.87 2.46 3.78 


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Notes to the Financial Statements

 



Note 39.440.4 Presentation differences between IFRS and US GAAP



 

In addition to the differences in valuation and income recognition, other differences, essentially related to presentation, exist between IFRS and US GAAP. Although there is no impact on IFRS and US GAAP reported Shareholders’ equity and Net profit due to these differences, it may be useful to understand them to interpret the financial statements presented in accordance with US GAAP. The following is a summary of presentation differences that relate to the basic IFRS financial statements.

1. Settlement date vs. trade date accounting

The Group’sUBS’s transactions from securities activities are recorded under IFRS on the settlement date. This results in recording a forward transaction during the period between the trade date and the settlement date. Forward positions relating to trading activities are revalued to fair value and any unrealized profits and losses are recognized in Net profit.
     Under US GAAP, trade date accounting is required for spot purchases and sales of securities. Therefore, all such transactions with a trade date on or before the balance sheet date with a settlement date after the balance sheet date have been recorded at trade date for US GAAP. This has resulted in receivables and payables to broker-dealers and clearing organizations recorded in Other assets and Other liabilities in the US GAAP Balance sheet.

2. Financial investments

Under IFRS, the Group’sUBS’s private equity investments and non-marketable equity financial investments are included in Financial investments. For US GAAP presentation, non-marketable equity financial investments are reclassified to Other assets, and private equity investments are shown separately on the Balance sheet.

3. Securities received as proceeds in a securities for securities lending transaction

When the GroupUBS acts as the lender in a securities lending agreement and receives securities as collateral that can be pledged or sold, it recognizes the securities received and a corresponding obligation to return them. These securities are reflected on the US GAAP balanceBalance sheet in the line “Securities received as collateral” on the asset side of the balanceBalance sheet. The offsetting liability is presented in the line “Obligation to return securities received as collateral”.

4. Reverse repurchase, repurchase, securities borrowing and securities lending transactions

The GroupUBS enters into certain specific reverse repurchase, repurchase, securities borrowing and securities lending transactions that result in a difference between IFRS and US GAAP. Under IFRS, they are considered borrowing and lending transactions which are not reflected in the balance sheet except to the extent of cash collateral advanced or received. Under US GAAP, however, they are considered purchase and sale transactions due to the fact that the contracts do not meet specific collateral or margining requirements under SFAS 140. Due to the different treatment of these transactions under IFRS and US GAAP, interest income and expense recorded under IFRS must be reclassified to Net trading income or Other income for US GAAP. Additionally under US GAAP, the securities received are recognized on the balance sheet as a spot purchase (Trading portfolio assets) with a corresponding forward sale transaction (Replacement values) and a receivable (Cash collateral on securities borrowed) is reclassified, as applicable. The securities delivered are recognized as a spot sale (Trading portfolio liabilities) with a corresponding forward repurchase transaction (Replacement values) and a liability (Cash collateral on securities lent) is reclassified, as applicable.



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Note 39.5Note 40.5 Consolidated Income Statement

The following is a Consolidated Income Statement of the Group, for the years ended 31 December 2002,2003, 31 December 20012002 and 31 December 2000,2001, restated to reflect the impact of valuation and income recognition differences and presentation differences between IFRS and US GAAP.

                      
 31.12.02 31.12.01 31.12.00                             
CHF million 
 
 
  31.12.03 31.12.02 31.12.01
For the year ended Reference US GAAP IFRS US GAAP IFRS US GAAP IFRS  Reference US GAAP IFRS US GAAP IFRS US GAAP IFRS 


Operating income  
Interest income a, d, 4  39,679   39,963  51,907 52,277 51,565 51,745  a, d, 4, j  39,940  40,159 39,679 39,963 51,907 52,277 
Interest expense a, 4  (29,334)  (29,417)  (44,096)  (44,236)  (43,584)  (43,615) a, 4  (27,700)  (27,860)  (29,334)  (29,417)  (44,096)  (44,236)


Net interest income  10,345   10,546  7,811 8,041 7,981 8,130   12,240  12,299 10,345 10,546 7,811 8,041 
Credit loss expense/(recovery)  (206)  (206)  (498)  (498) 130 130 
Credit loss expense / (recovery)  (116)  (116)  (206)  (206)  (498)  (498)


Net interest income after credit loss expense/(recovery)  10,139   10,340  7,313 7,543 8,111 8,260 
Net interest income after credit loss expense / (recovery)  12,124  12,183 10,139 10,340 7,313 7,543 


Net fee and commission income  18,221   18,221  20,211 20,211 16,703 16,703   17,345  17,345 18,221 18,221 20,211 20,211 
Net trading income d, 4  6,031   5,572  8,959 8,802 8,597 9,953  d, 4, h, j  4,065  3,883 6,031 5,572 8,959 8,802 
Other income1 e, f, 4  96   (12) 534 558 1,514 1,486  b, e, 4  380  561 96  (12) 534 558 


Total operating income  34,487   34,121  37,017 37,114 34,925 36,402   33,914  33,972 34,487 34,121 37,017 37,114 


Operating expenses  
Personnel expenses c, g, h, i  18,610   18,524  19,713 19,828 17,262 17,163  f, g, h  17,615  17,231 18,610 18,524 19,713 19,828 
General and administrative expenses c  7,072   7,072  7,631 7,631 6,813 6,765   6,086  6,086 7,072 7,072 7,631 7,631 
Depreciation of property and equipment a, j  1,613   1,521  1,815 1,614 1,800 1,608  a, i  1,396  1,364 1,613 1,521 1,815 1,614 
Amortization of goodwill a, b  0   930  2,484 1,025 2,018 533  a, b 0  756 0 930 2,484 1,025 
Amortization of other intangible assets b  1,443   1,530  298 298 134 134  b  112  187 1,443 1,530 298 298 
Restructuring costs c  0   0  112 0 191 0  c 0  0 0 0 112 0 


Total operating expenses  28,738   29,577  32,053 30,396 28,218 26,203   25,209  25,624 28,738 29,577 32,053 30,396 


Operating profit/(loss) before tax and minority interests  5,749   4,544  4,964 6,718 6,707 10,199 
Operating profit / (loss) before tax and minority interests
  8,705  8,348 5,749 4,544 4,964 6,718 


Tax expense/(benefit)  511   678  1,386 1,401 2,183 2,320 
Tax expense / (benefit)  1,842  1,618 511 678 1,386 1,401 


Net profit/(loss) before minority interests  5,238   3,866  3,578 5,317 4,524 7,879 
Net profit / (loss) before minority interests
  6,863  6,730 5,238 3,866 3,578 5,317 


Minority interests  (331)  (331)  (344)  (344)  (87)  (87) j  (350)  (345)  (331)  (331)  (344)  (344)
Change in accounting principle:  
cumulative effect of adoption of “AICPA Audit and Accounting Guide, Audits of Investment Companies” on certain financial investments, net of tax f  639   0  0 0 0 0  e 0  0 639 0 0 0 


Net profit  5,546   3,535  3,234 4,973 4,437 7,792   6,513  6,385 5,546 3,535 3,234 4,973 


1The CHF 159 million loss and CHF 108 million of the differencegain included in US GAAP Other income between IFRS and US GAAP at 31 December 2003 and 31 December 2002, isrespectively are due to the Group’sUBS’s adoption of the “AICPA Audit and Accounting Guide, Audits of Investment Companies” on certain private equity investments for its US GAAP financial statements. This amount representsThese amounts represent the increasechange in fair value of these investments during 2003 and 2002.
Note: References above coincide with the discussions in Note 39.140.1 and Note 39.4.40.4. These references indicate which IFRS to US GAAP differences affect an individual financial statement caption. Certain prior year amounts have been reclassified to conform to the current year’s presentation.



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Notes to the Financial Statements

 

Note 39.6Note 40.6 Condensed Consolidated Balance Sheet

The following is a Condensed Consolidated Balance Sheet of the Group, as ofat 31 December 20022003 and 31 December 2001,2002, restated to reflect the impact of valuation and income recognition principles and presentation differences between IFRS and US GAAP.

             
 31.12.02 31.12.01                     
 
 
  31.12.03 31.12.02
CHF million Reference US GAAP IFRS US GAAP IFRS  Reference US GAAP IFRS US GAAP IFRS 


Assets  
Cash and balances with central banks  4,271   4,271  20,990 20,990   3,584  3,584 4,271 4,271 
Due from banks a  32,481   32,468  27,550 27,526  a, j  31,685  31,667 32,481 32,468 
Cash collateral on securities borrowed 4  139,073   139,052  162,566 162,938  4  211,058  213,932 139,073 139,052 
Reverse repurchase agreements  294,086   294,086  269,256 269,256   320,587  320,587 294,086 294,086 
Trading portfolio assets (including assets pledged as collateral of CHF 110,365 million at 31.12.02 and CHF 121,456 million at 31.12.01) 1, 4  441,845   371,436  455,406 397,886 
Trading portfolio assets (including assets pledged as collateral of CHF 125,411 million at 31.12.03 and CHF 110,365 million at 31.12.02) 1, 4, h, j  544,492  461,772 441,845 371,436 
Positive replacement values 1, 4  83,757   82,092  73,474 73,447  1,4, j  84,034  84,334 83,757 82,092 
Loans a, d  211,755   211,647  226,747 226,545  a, d  212,554  212,504 211,755 211,647 
Financial investments f, 2  2,846   8,391  20,676 28,803  e, 2  1,303  5,139 2,846 8,391 
Securities received as collateral 3  16,308  10,931  3  13,071 16,308 
Accrued income and prepaid expenses 4  6,462   6,453  7,545 7,554  4, h  6,219  6,218 6,462 6,453 
Investments in associates  705   705  697 697   1,616  1,616 705 705 
Property and equipment a, j  8,358   7,869  9,276 8,695  a  8,116  7,659 8,358 7,869 
Goodwill a, b  28,127   11,181  29,255 14,578  a, b  26,775  9,348 28,127 11,181 
Other intangible assets b, g  1,222   2,515  4,510 4,507  b  1,174  2,181 1,222 2,515 
Private equity investments 2  4,328  6,069  e, 2  3,308 4,328 
Other assets d, f, g, h, i, 1, 2  21,314   8,952  36,972 9,875  d, e, f, h, j, l, 2  64,381  25,459 21,314 8,952 


Total assets  1,296,938   1,181,118  1,361,920 1,253,297   1,533,957  1,386,000 1,296,938 1,181,118 


Liabilities  
Due to banks  83,178   83,178  106,531 106,531   127,385  127,153 83,178 83,178 
Cash collateral on securities lent  36,870   36,870  30,317 30,317  4  51,157  53,278 36,870 36,870 
Repurchase agreements  366,858   366,858  368,620 368,620   415,863  415,863 366,858 366,858 
Trading portfolio liabilities 1, 4  117,721   106,453  119,528 105,798  1,4  149,380  143,957 117,721 106,453 
Obligation to return securities received as collateral 3  16,308  10,931  3  13,071 16,308 
Negative replacement values 1, 4  132,354   81,282  116,666 71,443  1,4, j  161,086  93,646 132,354 81,282 
Due to customers a, d  306,872   306,876  333,766 333,781  a, d  347,358  347,358 306,872 306,876 
Accrued expenses and deferred income 4  15,330   15,331  17,289 17,289  4  13,673  13,673 15,330 15,331 
Debt issued a, d  129,527   129,411  156,462 156,218  a, d, j, 1  123,259  120,237 129,527 129,411 
Other liabilities d, g, h, i, 1  32,815   12,339  38,416 15,658  d, f, g, h, j, 1  74,044  31,316 32,815 12,339 


Total liabilities  1,237,833   1,138,598  1,298,526 1,205,655   1,476,276  1,346,481 1,237,833 1,138,598 


Minority interests  3,529   3,529  4,112 4,112  j  4,507  4,073 3,529 3,529 


Total shareholders’ equity  55,576   38,991  59,282 43,530   53,174  35,446 55,576 38,991 


Total liabilities, minority interests and shareholders’ equity  1,296,938   1,181,118  1,361,920 1,253,297   1,533,957  1,386,000 1,296,938 1,181,118 


Note: References above coincide with the discussions in Note 39.140.1 and Note 39.4.40.4. These references indicate which IFRS to US GAAP differences affect an individual financial statement caption. Amounts have been adjusted to reflect the treatment of reverse repurchase, repurchase, securities borrowing and securities lending transactions on a consistent basis. See Note 39.4.4 for details.



170176


Note 40.7 Comprehensive income

Note 39.7 Comprehensive Income

Comprehensive income under US GAAP is defined as the change in Shareholders’ equity excluding transactions with shareholders. Comprehensive income has two major components: Net profit, as reported in the income statement, and Other comprehensive income. Other comprehensive income includes such items as foreign currency translation, unrealized gains/gains / losses on available for saleavailable-for-sale securities, unrealized gains/gains / losses on changes in fair value of derivative instruments designated as cash flow hedges and additional minimum pension liability. The components and accumulated other comprehensive income amounts on a US GAAP basis for the years ended 31 December 2003, 31 December 2002 and 31 December 2001 and 31 December 2000 are as follows:

                         
      Unrealized  Unrealized  Additional  Accumulated    
  Foreign  gains/(losses)  gains/(losses)  minimum  other    
  currency  on available for  on cash flow  pension  comprehensive  Comprehensive 
CHF million translation  sale securities  hedges  liability  income/(loss)  income/(loss) 

Balance at 1 January 2000  (442)  16           (426)    
Net profit                      4,437 
Other comprehensive income:                        
Foreign currency translation  (245)              (245)    
Net unrealized gains on available for sale investments arising during the year, net of CHF 152 million tax      456           456     
Reclassification adjustment for gains on available for sale investments realized in net profit, net of CHF 40 million tax      (121)          (121)    

Other comprehensive income/(loss)                      90 

Comprehensive income                      4,527 

Balance at 31 December 2000  (687)  351           (336)    

Net profit                      3,234 
Other comprehensive income:
Foreign currency translation  (82)              (82)    
Net unrealized gains on available for sale investments arising during the year, net of CHF 27 million tax      109           109     
Reclassification adjustment for gains on available for sale investments realized in net profit, net of CHF 26 million tax      (104)          (104)    
Net unrealized gains on cash flow hedges arising during the year, net of CHF 1 million tax          4       4     
Reclassification adjustment for losses on cash flow hedges realized in net profit, net of CHF 1 million tax          3       3     
Additional minimum pension liability, net of CHF 108 million tax              (195)  (195)    

Other comprehensive income/(loss)                      (265)

Comprehensive income                      2,969 

Balance at 31 December 2001  (769)  356   7   (195)  (601)    

Net profit                      5,546 
Other comprehensive income:                        
Foreign currency translation  (80)              (80)    
Net unrealized gains on available for sale investments arising during the year, net of CHF 34 million tax      109           109     
Impairment charges reclassified to the income statement, net of CHF 26 million tax      95           95     
Reclassification adjustment for gains on available for sale investments realized in net profit, net of CHF 102 million tax      (368)          (368)    
Net unrealized losses on cash flow hedges arising during the year, net of CHF 3 million tax          (1)      (1)    
Reclassification adjustment for gains on cash flow hedges realized in net profit, net of CHF 0 million tax          (8)      (8)    
Additional minimum pension liability, net of CHF 93 million tax              (827)  (827)    

Other comprehensive income/(loss)                      (1,080)

Comprehensive income                      4,466 

Balance at 31 December 2002  (849)  192   (2)  (1,022)  (1,681)    

                             
      Unrealized              Accumu-    
      gains/  Unrealized          lated other    
      (losses) on  gains/  Additional      compre-  Compre- 
  Foreign  available-  (losses) on  minimum  Deferred  hensive  hensive 
  currency  for-sale  cash flow  pension  income  income/  income / 
CHF million translation  investments  hedges  liability  taxes  (loss)  (loss) 
 
Balance at 1 January 2001
  (687)  463   0   0   (112)  (336)    
Net profit                          3,234 
Other comprehensive income:                            
Foreign currency translation  (82)                  (82)  (82)
Net unrealized gains on available-for-sale investments      136           (27)  109   109 
Reclassification of gains on available-for-sale investments realized in net profit      (130)          26   (104)  (104)
Net unrealized gains on cash flow hedges          5       (1)  4   4 
Reclassification of losses on cash flow hedges realized in net profit          4       (1)  3   3 
Additional minimum pension liability              (303)  108   (195)  (195)
 
Other comprehensive income / (loss)
  (82)  6   9   (303)  105   (265)  (265)
 
Comprehensive income
                          2,969 
 
Balance at 31 December 2001
  (769)  469   9   (303)  (7)  (601)    
 
Net profit
                          5,546 
Other comprehensive income:                            
Foreign currency translation  (80)                  (80)  (80)
Net unrealized gains on available-for-sale investments      143           (34)  109   109 
Impairment charges reclassified to the income statement      121           (26)  95   95 
Reclassification of gains on available-for-sale investments realized in net profit      (470)          102   (368)  (368)
Net unrealized losses on cash flow hedges          (4)      3   (1)  (1)
Reclassification of gains on cash flow hedges realized in net profit          (8)      0   (8)  (8)
Additional minimum pension liability              (920)  93   (827)  (827)
 
Other comprehensive income / (loss)
  (80)  (206)  (12)  (920)  138   (1,080)  (1,080)
 
Comprehensive income
                          4,466 
 
Balance at 31 December 2002
  (849)  263   (3)  (1,223)  131  (1,681)    
 
Net profit
                          6,513 
Other comprehensive income:                            
Foreign currency translation  (795)                  (795)  (795)
Net unrealized losses on available-for-sale investments      (130)          49   (81)  (81)
Impairment charges reclassified to the income statement      111           (18)  93   93 
Reclassification of gains on available-for-sale investments realized in net profit      (69)          11   (58)  (58)
Reclassification of losses on cash flow hedges realized in net profit          3       (1)  2   2 
Additional minimum pension liability              917   (82)  835   835 
 
Other comprehensive income / (loss)
  (795)  (88)  3   917   (41)  (4)  (4)
 
Comprehensive income
                          6,509 
 
Balance at 31 December 2003
  (1,644)  175   0   (306)  90   (1,685)    
 

171177


 

UBS Group Financial Statements
Notes to the Financial Statements

Note 4041 Additional Disclosures Required under US GAAP and SEC Rules

Note 40.1 Sales of financial assets in securitizations
Note 41.1 Variable interest entities



 

During the years ended 31 December 2002 and 2001, the Group securitized (i.e., transformed owned financial assets into securities through sales transactions) residential mortgage loans and securities, commercial mortgage loans and other financial assets, acting as lead or co-manager. The Group’s continuing involvement in these transactionsFIN 46 was primarily limited to the temporary retention of various security interests. Proceeds received at the time of securitization from residential mortgage, commercial mortgage and other financial asset securitizations were CHF 143.5 billion, CHF 4.0 billion and CHF 5.8 billion, respectively in 2002 and CHF 67.6 billion, CHF 4.1 billion and CHF 2.8 billion, respectively in 2001. Related pre-tax gains (losses) recognized, including unrealized gains (losses) on retained interests, at the time of securitization were CHF 523.9 million, CHF 206.4 million and CHF (4.5) million, respectively in 2002 and CHF 112.9 million, CHF 129.7 mil-

ion and CHF 20.6 million, respectively in 2001. A significant portion of the securitization activities conducted in 2002 and 2001 were derived from businesses acquired in the purchase of PaineWebber Group Inc. in November 2000. During 2000, the Group did not engage in significant securitization transactions involving the transfer of its financial assets.

     At 31 December 2002 and 2001, the Group retained CHF 5.2 billion and CHF 6.8 billion, respectively in agency residential mortgage securities, backed by the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). The fair value of retained interests in residential mortgage securities is generally determined using observable market prices. Retained interests in other residential mortgage, commercial mortgage and other securities were not material at 31 December 2002 and 2001.


Note 40.2 Variable interest entities


FASB interpretation (FIN) No. 46, Consolidation of Variable Interest Entities, wasoriginally issued on 17 January 2003. Subsequently, in December 2003, and provides guidance for determining whether or not such entities are subject to consolidation.the FASB issued a revised version of FIN 46.

     FIN 46 requires that control over a special purposean entity be assessed first assessed based on voting interests, and onlyinterests; if voting interests do not exist, or differ significantly from economic interests, then an entity is considered to be a “Variable Interest Entity” (“VIE”), and the assessment of control is based on its variable interests. SuchFIN 46 provides guidance for determining whether entities are referredconsidered to as Variable Interest Entities. (“VIE’s”)be VIEs, and whether “variable interests” in such VIEs result in an enterprise being the “primary beneficiary”, or the holder of a “significant variable interest”. UBS considers a variable interest to be significant if it expects to receive more than 20% of a VIE’s residual losses, residual gains, or both.
     Variable interests are contractual, ownership, or other pecuniary interests in an entity that varychange with changes in the fair value of that entity’s net asset value,

includingassets exclusive of variable interests. Variable interests may include fee payments to decision makers and to providers of guarantees (including writers of put options and other instruments with similar results) as well as. In assessing the extent of an entity’s variable interests, FIN 46 requires that the interests of an enterprise’s related parties (including management, employees, affiliates and agents). be evaluated as if owned directly by the enterprise.

     When fully effective, FIN 46 requires that the primary beneficiary of a VIE must consolidate that VIE, requires certain disclosures by the enterprise which is the primary beneficiary of that VIE, and requires certain other disclosures by any holder of a significant variable interest in a VIE.
     At 31 December 2003, FIN 46 has application to UBS with respect to transitional disclosure requirements, and the consolidation and disclosure of VIEs created after 31 January 2003, in which UBS is the primary beneficiary.

Measurement

Measurement of a VIE’s size is usually determined using the fair value of the VIE’s assets.

Some VIEs function as a passive intermediary to a derivative transaction and are generally established to facilitate the transfer of credit risk on portfolios to investors. The size of such VIEs may also be measured using the “notional amount” of the derivatives’ underlying referenced assets, i.e. the size of the portfolio for which credit risk has been transferred. These notional amounts are also included in Note 23. In measuring the total size of VIEs quantified below, the most appropriate measure has been taken for each specific VIE on an individual basis.

     FIN 46 requires disclosures of UBS’s maximum exposure to loss as a result of its involvement with VIEs in which it has a significant variable interest. Generally, UBS’s maximum exposure to loss is measured as its net investment in the VIE, plus any additional amounts it may be obligated to invest. In cases where the Group has provided guarantees or other types of credit protection to a VIE it is measured as the notional amount of the credit protection instruments or derivatives. In cases where the Group is a non-credit derivative counterpart to a VIE or has received credit protection, it is measured as the positive replacement value (if any) of the derivatives. These measures of maximum exposure to loss do not consider the offsetting effects of hedges outside the VIE. It is UBS’s general practice to hedge interest rate risk, credit risk, and other market risk exposures. See Note 29 for a further discussion of UBS’s risk mitigation strategies.

VIEs created after 31 January 2003

For VIEs created after 31 January 2003, FIN 46 is fully effective at 31 December 2003 regarding consolidation treatment and disclosures. The tables on the following page include information for all such VIEs:



178


VIEs, created after 31 January 2003, for all newly acquired orwhich UBS is the primary beneficiary1

               
      Consolidated assets that are collateral     Creditors' 
(CHF million)     for the VIEs' obligations     recourse 
Nature, purpose and activities of VIEs Total assets  Classification Amount  to UBS 
 
Passive intermediary to a derivative transaction  1,013  Cash, corporate debt securities  494   0 
Credit protection vehicles  3,548  Credit derivatives, corporate debt securities  2,795   0 
Investment funds managed by UBS  541  Debt, equity  428   0 
 
Total 31.12.2003
  5,102     3,717  0
 

VIEs, created interestsafter 31 January 2003, in VIE’swhich UBS has a significant variable interest

               
        Maximum    
(CHF million)       exposure    
Nature, purpose and activities of VIEs Total assets  Nature of involvement to loss    
     
Credit protection vehicles  281  SPE used for credit protection –        
      (UBS sells credit risk on portfolios to investors)  1     
     
Total 31.12.2003
  281     1     
     
1The above table of VIEs created after 31 January 2003, for which UBS is the primary beneficiary, includes VIEs with a total size of CHF 1,014 million which are already consolidated in UBS’s Financial Statements based on the determination of exercise of control under IFRS, and for periodsVIEs with a total size of CHF 4,089 million which are not currently consolidated under IFRS.

VIEs created prior to 1 February 2003

For VIEs created prior to 1 February 2003, FIN 46 becomes fully effective from the first reporting period beginning after 15 June 2003, for all interests in VIE’s existingregarding both consolidation treatment and owneddisclosures, and is therefore not fully effective at 31 December 2003. Accordingly, with respect to VIEs created prior to 1 February 2003, only the transitional disclosure requirements are applicable to UBS at 31 December 2003. The table below includes information for all entitiesThose transitional disclosure provisions require assessment of cases where it is reasonably possible“reasonably possible” that UBS holdswill be the primary beneficiary of a VIE, or be the holder of a significant variable interest in a VIE, and to make certain disclosures about such entities, pending final evaluation and conclusions about those entities. UBS has sought to determine the extent of significant variable interests, and situations where it is the primary beneficiary in VIEs created before 1 February 2003.
     UBS expects the key impact to be the consolidation of VIEs in which willit is the primary beneficiary for US GAAP purposes, which are not otherwise consolidated in UBS’s primary consolidated Financial Statements under IFRS.
     The total size of VIEs which are currently not consolidated under IFRS, which may become consolidated for US GAAP purposes, is estimated to be characterized as a VIE.in the order of CHF 5.1 billion total assets. Of this amount, approximately CHF 4.6 billion relates to employee equity compensation trusts


172


Note 40.2 Variable interest entities (continued)

               
(in CHF million)     Notional amount    Maximum loss 
SPE category Total assets  of derivatives  Description of primary assets exposure 

Trust vehicles for awards to UBS employees  4,624.6   37,717.0  UBS shares and derivatives thereon, alternative    
          investments  4,982.21
Private equity investments  784.6   0  Private equity investments  318.4 
Hedge fund products including         Bonds, equities, derivatives    
direct investment funds and funds of funds  4,970.6   8,665.0  and alternative investments  1,643.6 
Passive intermediary to a derivative transaction2  2,131.1   37,248.2  Cash/corporate securities  876.9 
Dispersion of risk in a pool of investments  2,689.1   8,125.6  Debt securities, loan receivables and credit linked notes  333.8 
          Cash, debt securities,    
Other credit protection vehicles  1,639.0   2,922.5  asset-backed securities and credit default swaps  528.9 
Other miscellaneous structures  205.3   205.3  Corporate debt and equities  194.8 

Total 31.12.2002  17,044.3   94,883.6     8,878.6 

1In connection withestablished to hold UBS shares, UBS share options, and alternative investment vehicles; approximately CHF 93 million relates to certain leveraged investment opportunities available to key employees, and approximately CHF 370 million relates to other VIEs. UBS has a maximum exposure to loss, according to the provisions of FIN 46, of approximately CHF 4.6 billion in relation to the employee equity compensation trusts (see below), approximately CHF 503 million in relation to the leveraged investment plans (see below), and approximately CHF 370 million in relation to other VIEs which may become consolidated. In addition to the above VIEs, UBS has identified other VIEs which are still being assessed, and which are discussed in more detail below.
     The CHF 4.6 billion size and maximum exposure to loss mentioned above in relation to employee equity compensation trusts does not represent an exposure of UBS, as the assets are held in trust for employees. The employees would bear all exposure to loss, however the provisions of FIN 46 treat employees as related parties, and require that their variable interests be added to those of UBS. The result is that UBS expects to be treated as the primary beneficiary of these trusts, and to consolidate them for US GAAP purposes.
     In connection with the leveraged investment opportunities available to key employees, UBS



179


Financial Statements
Notes to the Financial Statements



has committed to provide up to CHF 440.8394 million in loans to employee investment partnerships. At 31 December 2002,2003, a total of CHF 35.577 million in loans had actually been drawn down. Repayment of these loans is on a non recourse basis but is senior to the employees’ investment in the partnerships. The remaining unfunded portion of these commitments is also included in Note 25. In addition, if employees default on their future investment commitments, the GroupUBS is obliged to assume the remaining unfunded portion, which amounted to CHF 137.7109 million at 31 December 2002.2003. In the event that all the investments made by these partnerships became worthless, UBS could be exposed to the loss of the entire committed amount of CHF 578.5503 million which is included in the CHF 4,982.2503 million maximum exposure to loss noted for these VIEs.

     It should be noted that for most VIEs required to be consolidated under US GAAP as mentioned above, that in some cases the total figures above may increase both total assets and total liabilities of the US GAAP accounts, and in other cases may result in a reclassification of existing assets or liabilities to other types of assets or liabilities. In the case of the employee equity compensation trusts, the CHF 4.6 billion total size comprises assets of approximately CHF 2.1 billion in UBS shares, CHF 1.6 billion in UBS share options, and CHF 0.9 billion in alternative investment vehicles. Depending on the impact of possible changes in employee equity compensation expense accounting, the consolidation of these trusts would result in a portion of these amounts being recognized as changes to either shareholders’ equity or liabilities.
     A significant percentage of entities which may meet the definition of a VIE under FIN 46 in which UBS is the primary beneficiary are already consolidated in UBS’s Financial Statements, based on the determination of exercise of control under IFRS. The total size of such VIEs is estimated to be CHF 9.0 billion, which is measured by fair value of assets except for CHF 50 million measured by notional amounts of underlying

assets in relation to derivatives. UBS has a maximum exposure to loss of approximately CHF 1.8 billion in relation to these VIEs, which are used primarily as credit protection vehicles, or passive intermediaries to derivative transactions.

     In certain cases an entity which has been consolidated under IFRS may be considered to be non-consolidated under FIN 46. UBS has issued trust preferred securities amounting to CHF 3.2 billion which in future periods would be de-consolidated for US GAAP purposes.
     In addition to the primary beneficiary situations noted above, UBS has identified that it holds significant variable interests in other VIEs. It is estimated that the total assets of such VIEs amount to approximately CHF 1.6 billion, and that UBS has a maximum exposure to loss of approximately CHF 592 million in relation to these VIEs.
     In addition to the table above.     2VIEs noted above, UBS has identified other VIEs which are still being assessed. UBS holds at least a significant variable interest in these VIEs. Once the assessment is complete, it may be determined that UBS is the primary beneficiary for a portion of them. These VIEs are currently not consolidated under IFRS or US GAAP. The maximum loss exposure relatingtotal size of these VIEs is estimated to SPE’sbe CHF 4.5 billion, which function as a “Passive intermediary to a derivative transaction” is calculated as the discountedmeasured by fair value of the Group’s gross contractual swap payment obligations pursuantassets. UBS has a maximum exposure to the underlying derivative contracts. In calculating the maximum loss the Group has not included the effect of positive or negative replacement valuesapproximately CHF 253 million in relation to these VIEs, which are already reflectedused primarily as credit protection vehicles, or passive intermediaries to derivative transactions.
     As the guidance for the Group in total on the Balance sheet and further discussed in Note 23.

The table above includes information for consolidated and non-consolidated special purpose entities. Certain entities subject to the above disclosure have been consolidatedFIN 46 has seen continued development, UBS is still in the Group’s Financial Statements under IFRSprocess of evaluating the full impact FIN 46 may have on its US GAAP financial position, results, and US GAAPreporting, including possible changes in employee equity compensation expense accounting due to the Group’s significant economic interest. However, in many special purpose entities UBS has a less than significant variable interest, or control is determined based on voting interest. These entities are not included in the table.

     In addition, the “maximum exposure to loss” presented in the table represents worst-case scenarios and does not consider the offsetting effectsconsolidation of hedges. It is the Group’s practice to hedge

interest rate, credit and other market risk exposures. See Note 29 for a further discussioncertain of the Group’s risk mitigation strategies.
     Someemployee equity compensation trusts. Therefore it is not possible to predict the impact of consolidation on the special purpose entitiesconsolidated income statement under US GAAP, but it is expected that additional volatility would be introduced in the table above function as passive intermediaries to derivatives transactions and are generally established to facilitate the transfer of credit risk on portfolios to investors. The relevant size of such entities is measured by the “notional amount” of the derivatives’ underlying referenced assets; i.e., the size of the portfolio for which credit risk has been transferred. These notional amounts are also included in Note 23, Derivative Instruments.
future periods.



173180


 

UBS Group Financial Statements
Notes to the Financial Statements

Note 40.3Note 41.2 Supplemental Guarantor Information



 

Guarantee of PaineWebber securities

Following the acquisition of Paine Webber Group Inc., UBS AG made a full and unconditional guarantee of the senior and subordinated notes and trust preferred securities (“Debt Securities”) of PaineWebber. Prior to the acquisition, Paine-WebberPaineWebber was an SEC Registrant. Upon the acquisition, PaineWebberPaine Webber was merged into UBS Americas Inc., a wholly owned subsidiary of UBS.
     Under the guarantee, if UBS Americas Inc. fails to make any timely payment under the Debt Securities agreements, the holders of the Debt Securities or the Debt Securities trustee may demand payment from UBS without first proceeding against UBS Americas Inc. UBS’s obligationsobliga-

tions under the subordinated note guarantee are subordinated to the prior payment in full of the deposit liabilities of UBS and all other liabilities of

UBS. At 31 December 2002,2003, the amount of senior liabilities of UBS to which the holders of the subordinated debt securities would be subordinated is approximately CHF 1,1291,337 billion.

     The information presented in this note is prepared in accordance with IFRS and should be read in conjunction with the consolidated financial statementsConsolidated Financial Statements of the GroupUBS of which this information is a part. At the bottom of each column, Net profit and Shareholders’ equity has been reconciled to US GAAP. See Note 3940 for a detailed reconciliation of the IFRS financial statements to US GAAP for the GroupUBS on a consolidated basis.
     Effective 1 January 2002, the ownership of all major US subsidiaries of UBS AG was transferred to UBS Americas Inc. through a capital contribution. As a result, the current disclosure note is not comparable with those presented in previous periods.



 

Supplemental Guarantor Consolidating Income Statement

                                 
CHF million UBS AG UBS Consolidating    UBS AG UBS Consolidating   
For the year ended 31 December 2002 Parent Bank1 Americas Inc. Subsidiaries Entries UBS Group 
For the year ended 31 December 2003 Parent Bank1 Americas Inc. Subsidiaries Entries UBS Group 


Operating income  
Interest income 25,253 16,693 4,520  (6,503) 39,963  28,749 13,091 9,280  (10,961) 40,159 
Interest expense 18,187 14,273 3,460  (6,503) 29,417  20,033 10,292 8,496  (10,961) 27,860 


Net interest income 7,066 2,420 1,060 0 10,546  8,716 2,799 784 0 12,299 
Credit loss expense  (134)  (15)  (57) 0  (206)  (124)  (12) 20 0  (116)


Net interest income after credit loss expense 6,932 2,405 1,003 0 10,340  8,592 2,787 804 0 12,183 


Net fee and commission income 6,841 7,325 4,055 0 18,221  6,873 6,711 3,761 0 17,345 
Net trading income 4,420 773 379 0 5,572  1,525 1,540 818 0 3,883 
Income from subsidiaries  (1,429) 0 0 1,429 0  2,466 0 0  (2,466) 0 
Other income  (131)  (26) 145 0  (12) 337 230  (6) 0 561 


Total operating income 16,633 10,477 5,582 1,429 34,121  19,793 11,268 5,377  (2,466) 33,972 


Operating expenses  
Personnel expenses 8,370 7,531 2,623 0 18,524  8,853 6,886 1,492 0 17,231 
General and administrative expenses 2,627 2,003 2,443 0 7,073  2,861 1,620 1,605 0 6,086 
Depreciation of property and equipment 1,062 204 255 0 1,521  682 186 496 0 1,364 
Amortization of goodwill and other intangible assets 144 2,211 104 0 2,459  104 789 50 0 943 


Total operating expenses 12,203 11,949 5,425 0 29,577  12,500 9,481 3,643 0 25,624 


Operating profit/(loss) before tax and minority interests 4,430  (1,472) 157 1,429 4,544 
Operating profit / (loss) before tax and minority interests
 7,293 1,787 1,734  (2,466) 8,348 


Tax expense/(benefit) 895  (460) 243 0 678 
Tax expense / (benefit) 908 344 366 0 1,618 


Net profit/(loss) before minority interests 3,535  (1,012)  (86) 1,429 3,866 
Net profit /(loss) before minority interests
 6,385 1,443 1,368  (2,466) 6,730 


Minority interests 0 0  (331) 0  (331) 0 0  (345) 0  (345)


Net profit/(loss) 3,535  (1,012)  (417) 1,429 3,535 
Net profit / (loss)
 6,385 1,443 1,023  (2,466) 6,385 


Net profit/(loss) US GAAP2 5,214  (65) 397 0 5,546 
Net profit / (loss) US GAAP2
 3,389 2,120 1,004 0 6,513 


1 UBS AG Parent Bank prepares its financial statements in accordance with Swiss Banking Law requirements. For the purpose of this disclosure, the accounts have been adjusted to IFRS.      2 Refer to Note 39 for a description of the differences between IFRS and US GAAP.


174


Supplemental Guarantor Consolidating Balance Sheet

                     
CHF million UBS AG  UBS      Consolidating    
For the year ended 31 December 2002 Parent Bank1  Americas Inc.  Subsidiaries  Entries  UBS Group 

Assets                    
Cash and balances with central banks  3,609   7   655   0   4,271 
Due from banks  65,992   14,205   82,384   (130,113)  32,468 
Cash collateral on securities borrowed  32,248   139,424   1,056   (33,676)  139,052 
Reverse repurchase agreements  197,168   150,717   40,725   (94,524)  294,086 
Trading portfolio assets  197,184   148,430   25,823   0   371,437 
Positive replacement values  82,087   3,249   17,168   (20,413)  82,091 
Loans  252,625   25,904   14,796   (81,678)  211,647 
Financial investments  1,613   1,684   5,094   0   8,391 
Accrued income and prepaid expenses  2,343   3,143   1,458   (491)  6,453 
Investments in associates  9,730   20   81   (9,126)  705 
Property and equipment  6,144   731   994   0   7,869 
Goodwill and other intangible assets  128   12,946   622   0   13,696 
Other assets  3,989   4,009   3,603   (2,649)  8,952 

Total assets  854,860   504,469   194,459   (372,670)  1,181,118 

Liabilities                    
Due to banks  85,634   89,815   37,842   (130,113)  83,178 
Cash collateral on securities lent  35,800   32,625   2,121   (33,676)  36,870 
Repurchase agreements  136,797   295,885   28,700   (94,524)  366,858 
Trading portfolio liabilities  56,105   43,784   6,564   0   106,453 
Negative replacement values  89,135   3,524   9,036   (20,413)  81,282 
Due to customers  339,787   19,957   28,810   (81,678)  306,876 
Accrued expenses and deferred income  7,779   6,580   1,463   (491)  15,331 
Debt issued  58,704   7,111   63,596   0   129,411 
Other liabilities  6,933   2,604   5,451   (2,649)  12,339 

Total liabilities  816,674   501,885   183,583   (363,544)  1,138,598 

Minority interests  0   55   3,474   0   3,529 

Total shareholders’ equity  38,186   2,529   7,402   (9,126)  38,991 

Total liabilities, minority interests and shareholders’ equity  854,860   504,469   194,459   (372,670)  1,181,118 

Total shareholders’ equity — US GAAP 2  44,852   3,176   7,548   0   55,576 

1UBS AG Parent Bank prepares its financial statements in accordance with Swiss Banking Law requirements. For the purpose of this disclosure, the accounts have been adjusted to IFRS.  2Refer to Note 3940 for a description of the differences between IFRS and US GAAP.



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UBS Group Financial Statements
Notes to the Financial Statements





Supplemental Guarantor Consolidating Cash Flow StatementBalance Sheet

                 
CHF million UBS AG  UBS       
For the year ended 31 December 2002 Parent Bank1  Americas Inc.  Subsidiaries  UBS Group 

Net cash flow from/(used in) operating activities  8,422   (927)  (9,859)  (2,364)

Cash flow from/(used in) investing activities 
Investments in subsidiaries and associates  (23)  (16)  (21)  (60)
Disposal of subsidiaries and associates  984   0   0   984 
Purchase of property and equipment  (1,019)  (189)  (555)  (1,763)
Disposal of property and equipment  22   28   17   67 
Net (investment in)/divestment of financial investments  931   307   915   2,153 

Net cash flow from/(used in) investing activities  895   130   356   1,381 

Cash flow from/(used in) investing activities 
Net money market paper issued/(repaid)  (30,635)  471   3,958   (26,206)
Net movements in treasury shares and own equity derivative activity  (5,605)  0   0   (5,605)
Capital issuance  6   0   0   6 
Capital repayment by par value reduction  (2,509)  0   0   (2,509)
Issuance of long-term debt  8,414   915   7,803   17,132 
Repayment of long-term debt  (11,099)  (2,780)  (1,032)  (14,911)
Increase in minority interests  0   0   0   0 
Dividend payments to/and purchase from minority interests  0   0   (377)  (377)
Net activity in investments in subsidiaries  2,775   (161)  (2,614)  0 

Net cash flow from/(used in) financing activities  (38,653)  (1,555)  7,738   (32,470)
Effects of exchange rate differences  (2,608)  1,919   227   (462)

Net increase/(decrease) in cash equivalents  (31,944)  (433)  (1,538)  (33,915)
Cash and cash equivalents, beginning of the year  89,856   15,552   10,851   116,259 

Cash and cash equivalents, end of the year  57,912   15,119   9,313   82,344 

Cash and cash equivalents comprise:                
Cash and balances with central banks  3,609   7   655   4,271 
Money market paper2  33,509   9,615   3,059   46,183 
Due from banks maturing in less than three months  20,794   5,497   5,599   31,890 

Total  57,912   15,119   9,313   82,344 

                     
CHF million UBS AG  UBS      Consolidating    
For the year ended 31 December 2003 Parent Bank1  Americas Inc.  Subsidiaries  Entries  UBS Group 
 
Assets
                    
Cash and balances with central banks  2,894   8   682   0   3,584 
Due from banks  76,780   12,106   109,713   (166,932)  31,667 
Cash collateral on securities borrowed  75,609   190,993   76,773   (129,443)  213,932 
Reverse repurchase agreements  197,765   149,507   219,444   (246,129)  320,587 
Trading portfolio assets  248,999   182,346   30,427   0   461,772 
Positive replacement values  111,612   849   25,474   (53,601)  84,334 
Loans  234,356   23,001   40,420   (85,273)  212,504 
Financial investments  826   739   3,574   0   5,139 
Accrued income and prepaid expenses  3,665   1,868   3,391   (2,706)  6,218 
Investments in associates  14,077   11   594   (13,066)  1,616 
Property and equipment  5,891   787   981   0   7,659 
Goodwill and other intangible assets  218   11,270   41   0   11,529 
Other assets  5,194   3,356   19,958   (3,049)  25,459 
 
Total assets
  977,886   576,841   531,472   (700,199)  1,386,000 
 
Liabilities
                    
Due to banks  139,525   83,193   71,367   (166,932)  127,153 
Cash collateral on securities lent  59,356   46,313   77,052   (129,443)  53,278 
Repurchase agreements  112,245   337,030   212,717   (246,129)  415,863 
Trading portfolio liabilities  79,714   55,351   8,892   0   143,957 
Negative replacement values  125,925   1,157   20,165   (53,601)  93,646 
Due to customers  343,297   34,530   54,804   (85,273)  347,358 
Accrued expenses and deferred income  7,034   6,026   3,319   (2,706)  13,673 
Debt issued  64,264   7,331   48,642   0   120,237 
Other liabilities  11,222   1,873   21,270   (3,049)  31,316 
 
Total liabilities
  942,582   572,804   518,228   (687,133)  1,346,481 
 
Minority interests  0   42   4,031   0   4,073 
 
Total shareholders’ equity
  35,304   3,995   9,213   (13,066)  35,446 
 
Total liabilities, minority interests and shareholders’ equity
  977,886   576,841   531,472   (700,199)  1,386,000 
 
Total shareholders’ equity – US GAAP2
  38,129   5,471   9,574   0   53,174 
 
1UBS AG Parent Bank prepares its Financial Statementsfinancial statements in accordance with Swiss Banking Law requirements. For the purpose of this disclosure, the accounts have been adjusted to IFRS.  2Refer to Note 40 for a description of the differences between IFRS and US GAAP.



182


Supplemental Guarantor Consolidating Cash Flow Statement

                 
CHF million UBS AG  UBS       
For the year ended 31 December 2003 Parent Bank1 Americas Inc.  Subsidiaries  UBS Group 
 
Net cash flow from / (used in) operating activities
  (12,936)  1,366   14,973   3,403 
 
Cash flow from / (used in) investing activities
Investments in subsidiaries and associates
  (428)  0   0   (428)
Disposal of subsidiaries and associates  123   667   44   834 
Purchase of property and equipment  (862)  (338)  (176)  (1,376)
Disposal of property and equipment  88   17   18   123 
Net (investment in) / divestment of financial investments  524   867   926   2,317 
 
Net cash flow from / (used in) investing activities
  (555)  1,213   812   1,470 
 
Cash flow from / (used in) financing activities
Net money market paper issued / (repaid)
  1,910   (333)  (16314)  (14737)
Net movements in treasury shares and treasury share contract activity  (6,810)  0   0   (6810)
Capital issuance  2   0   0   2 
Dividends paid  (2,298)  0   0   (2,298)
Issuance of long-term debt  15,932   2,362   5,350   23,644 
Repayment of long-term debt  (8,324)  (1,254)  (4,037)  (13,615)
Increase in minority interests2
  0   0   755   755 
Dividend payments to / and purchase from minority interests  0   (8)  (270)  (278)
Net activity in investments in subsidiaries  (773)  1,007   (234)  0 
 
Net cash flow from / (used in) financing activities
  (361)  1,774   (14,750)  (13,337)
Effects of exchange rate differences  (751)  (661)  888   (524)
 
Net increase / (decrease) in cash equivalents
  (14,603)  3,692   1,923   (8,988)
Cash and cash equivalents, beginning of the year  57,912   15,119   9,313   82,344 
 
Cash and cash equivalents, end of the year
  43,309   18,811   11,236   73,356 
 
Cash and cash equivalents comprise:                
Cash and balances with central banks  2,894   8   682   3,584 
Money market paper3
  21,232   15,812   3,555   40,599 
Due from banks maturing in less than three months  19,183   2,991   6,999   29,173 
 
Total
  43,309   18,811   11,236   73,356 
 
1 UBS AG Parent Bank prepares its financial statements in accordance with Swiss Banking Law requirements. For the purpose of this disclosure, the accounts have been adjusted to IFRS.  2 Includes issuance of trust preferred securities of CHF 372 million.  3 Money market paper is included in the Balance sheet under Trading portfolio assets and Financial investments. CHF 10,4756,430 million was pledged at 31 December 2002.2003.



 

Guarantee of other securities

In October 2000, UBS AG, acting through a wholly owned subsidiary, issued USD 1.5 billion (CHF 2.6 billion at issuance) 8.622% UBS Trust Preferred securities. In June 2001, UBS issued an additional USD 800 million (CHF 1.3 billion at issuance) of such securities (USD 300 million at 7.25% and USD 500 million at 7.247%). In May 2003, UBS issued USD 300 million of Floating Rate Noncumulative Trust Preferred Securities (CHF 390 million at issuance) at 0.7% above

one-month LIBOR of such securities. UBS AG has fully and unconditionally guaranteed

these securities. UBS’s obligations under the trust preferred securities guarantee are subordinated to the prior payment in full of the deposit liabilities of UBS and all other liabilities of UBS. At 31 December 2002,2003, the amount of senior liabilities of UBS to which the holders of the subordinated debt securities would be subordinated is approximately CHF 1,1291,337 billion.



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Report of the Group Auditors
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Table of Contents





UBS AG (Parent Bank)
Table of Contents



UBS AG (Parent Bank)
Table of Contents

 

     
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Parent Bank Review

UBS AG (Parent Bank)


Parent Bank Review



Parent Bank Review

 

Income Statement

The Parent Bank UBS AG net profit increaseddecreased CHF 1,1791,637 million from CHF 4,6555,834 million to CHF 5,8344,197 million. Income from investments in associates increaseddecreased to CHF 1,914 million from CHF 3,417 million from CHF 1,532 million in 20012002 mainly due to higherless distribution received. Sundry expense from ordinary activities was CHF 381 million, up from CHF 139 million in 2001. This was mainly due to higher net writedown of financial investments. Depreciation and write-offswriteoffs were CHF 919 million, down from CHF 3,025 million up from CHF 1,650 million in 20012002 mainly caused by higher writedownlower writeoffs on investments in

associated companies. Extraordinary income contains CHF 26033 million (2001:(2002: CHF 87260 million) from the sale of subsidiaries.associates and CHF 59 million from release of provisions.

Balance Sheet

Total assets increasedoverall decreased by CHF 4869 billion to CHF 1,064995 billion by 31 December 2002.2003. This movementreduction is mostly impactedcaused by the first-time netting of the positive and negative replacement values on the Parent Bank level in accordance with the RRV-EBK requirement of CHF 141 billion in 2003 (netting impact in 2002 would have been CHF 167 billion). This change was partially offset by the increased trading-related assets where mainlypositions in due from banks and trading balances in securities and positive replacement values have increased. Liquid assets have significantly decreased due to reduction of deposits with the Bank of Japan.securities.



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Financial Statements





Financial Statements

Income Statement

             
CHF million         % change from 
For the year ended  31.12.02   31.12.01  31.12.01 

Interest and discount income  20,059   29,967   (33)
Interest and dividend income from trading portfolio  7,074   8,089   (13)
Interest and dividend income from financial investments  23   185   (88)
Interest expense  (20,125)  (31,444)  (36)

Net interest income  7,031   6,797   3 

Credit-related fees and commissions  252   291   (13)
Fee and commission income from securities and investment business  7,249   8,232   (12)
Other fee and commission income  515   524   (2)
Fee and commission expense  (1,167)  (1,176)  (1)

Net fee and commission income  6,849   7,871   (13)

Net trading income  4,634   5,015   (8)

Net income from disposal of financial investments  125   15   733 
Income from investments in associated companies  3,417   1,532   123 
Income from real estate holdings  50   54   (7)
Sundry income from ordinary activities  1,908   1,183   61 
Sundry ordinary expenses  (381)  (139)  174 

Other income from ordinary activities  5,119   2,645   94 

Operating income  23,633   22,328   6 

Personnel expenses  8,916   9,443   (6)
General and administrative expenses  4,379   4,869   (10)

Operating expenses  13,295   14,312   (7)

Operating profit  10,338   8,016   29 

Depreciation and write-offs on investments in            
associated companies and fixed assets  3,025   1,650   83 
Allowances, provisions and losses  1,053   1,140   (8)

Profit before extraordinary items and taxes  6,260   5,226   20 

Extraordinary income  265   95   179 
Extraordinary expenses  7   7   0 
Tax expense/(benefit)  684   659   4 

Profit for the period  5,834   4,655   25 


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Financial Statements



Financial Statements

Income Statement

             
CHF million         % change from 
For the year ended 31.12.03  31.12.02  31.12.02 
 
Interest and discount income  19,417   20,059   (3)
Interest and dividend income from trading portfolio  9,325   7,074   32 
Interest and dividend income from financial investments  11   23   (52)
Interest expense  (20,034)  (20,125)  0 
 
Net interest income  8,719   7,031   24 
 
Credit-related fees and commissions  228   252   (10)
Fee and commission income from securities and investment business  6,998   7,249   (3)
Other fee and commission income  826   515   60 
Fee and commission expense  (1,180)  (1,167)  1 
 
Net fee and commission income  6,872   6,849   0 
 
Net trading income  521   4,634   (89)
 
Net income from disposal of financial investments  (69)  125     
Income from investments in associated companies  1,914   3,417   (44)
Income from real estate holdings  43   50   (14)
Sundry income from ordinary activities  1,213   1,908   (36)
Sundry ordinary expenses  (96)  (381)  (75)
 
Other income from ordinary activities  3,005   5,119   (41)
 
Operating income
  19,117   23,633   (19)
 
Personnel expenses  8,889   8,916   0 
General and administrative expenses  3,943   4,379   (10)
 
Operating expenses
  12,832   13,295   (3)
 
Operating profit
  6,285   10,338   (39)
 
Depreciation and writeoffs on investments in associated companies and fixed assets  919   3,025   (70)
Allowances, provisions and losses  658   1,053   (38)
 
Profit before extraordinary items and taxes
  4,708   6,260   (25)
 
Extraordinary income  92   265   (65)
Extraordinary expenses  1   7   (86)
Tax expense / (benefit)  602   684   (12)
 
Profit for the period
  4,197   5,834   (28)
 



188


Balance Sheet

             
          % change from 
CHF million 31.12.02  31.12.01  31.12.01 

Assets            
Liquid assets  3,609   20,215   (82)
Money market paper  33,671   54,384   (38)
Due from banks  265,106   252,226   5 
Due from customers  165,938   173,690   (4)
Mortgage loans  117,677   117,706   0 
Trading balances in securities and precious metals  199,546   185,306   8 
Financial investments  8,377   17,253   (51)
Investments in associated companies  10,275   11,331   (9)
Tangible fixed assets  4,633   5,624   (18)
Accrued income and prepaid expenses  2,342   3,231   (28)
Positive replacement values  249,064   171,798   45 
Other assets  3,734   3,725   0 

Total assets  1,063,972   1,016,489   5 

Total subordinated assets1  4,717   4,219   12 
Total amounts receivable from Group companies  218,915   213,954   2 

Liabilities            
Money market paper issued  22,131   52,604   (58)
Due to banks  303,023   303,036   0 
Due to customers on savings and deposit accounts  76,687   67,664   13 
Other amounts due to customers  274,431   288,684   (5)
Medium-term note issues  4,220   5,213   (19)
Bond issues and loans from central mortgage institutions  67,759   65,471   3 
Accruals and deferred income  7,846   8,707   (10)
Negative replacement values  256,278   172,469   49 
Other liabilities  3,281   5,795   (43)
Value adjustments and provisions  4,177   3,959   6 
Share capital  1,005   3,589   (72)
General statutory reserve  12,392   14,507   (15)
Reserve for own shares  6,623   3,253   104 
Other reserves  18,285   16,883   8 
Profit brought forward 
Profit for the period  5,834   4,655   25 

Total liabilities  1,063,972   1,016,489   5 

Total subordinated liabilities  13,315   16,444   (19)
Total amounts payable to Group companies  142,139   126,182   13 

1 The subordinated assets for 2001 have been restated to include the subordinated traded assets of CHF 2,325 million.
             
          % change from 
CHF million 31.12.03  31.12.02  31.12.02 
 
Assets
            
Liquid assets  2,895   3,609   (20)
Money market paper  21,233   33,671   (37)
Due from banks  321,796   265,106   21 
Due from customers  130,814   165,938   (21)
Mortgage loans  131,900   117,677   12 
Trading balances in securities and precious metals  236,096   199,546   18 
Financial investments  8,955   8,377   7 
Investments in associated companies  14,757   10,275   44 
Tangible fixed assets  4,367   4,633   (6)
Accrued income and prepaid expenses  3,666   2,342   57 
Positive replacement values  111,612   249,064   (55)
Other assets  6,585   3,734   76 
 
Total assets
  994,676   1,063,972   (7)
 
Total subordinated assets
  4,450   4,717   (6)
Total amounts receivable from Group companies
  397,410   218,915   82 
Liabilities
            
Money market paper issued  23,879   22,131   8 
Due to banks  377,447   303,023   25 
Due to customers on savings and deposit accounts  84,360   76,687   10 
Other amounts due to customers  274,408   274,431   0 
Medium-term bonds  2,403   4,220   (43)
Bond issues and loans from central mortgage institutions  45,968   67,759   (32)
Accruals and deferred income  7,060   7,846   (10)
Negative replacement values  127,885   256,278   (50)
Other liabilities  6,802   3,281   107 
Value adjustments and provisions  3,894   4,177   (7)
Share capital  946   1,005   (6)
General statutory reserve  7,212   12,392   (42)
Reserve for own shares  8,024   6,623   21 
Other reserves  20,191   18,285   10 
Profit brought forward            
Profit for the period  4,197   5,834   (28)
 
Total liabilities
  994,676   1,063,972   (7)
 
Total subordinated liabilities
  12,471   13,315   (6)
Total amounts payable to Group companies
  257,955   142,139   81 
 

Statement of Appropriation of Retained Earnings

     
CHF million    

The Board of Directors proposes to the Annual General Meeting the following appropriation:    

Profit for the financial year 20022003 as per the Parent Bank’s Income Statement  5,8344,197 

Appropriation to general statutory reserve  232288 
Appropriation to other reserves  3,237980 
Proposed dividends  2,3652,929 

Total appropriation  5,8344,197 

Dividend Distribution

The Board of Directors will recommend to the Annual General Meeting on 1615 April 20032004 that UBS should pay a dividend of CHF 2.002.60 per share of CHF 0.80 par value. If the dividend is approved, the payment of CHF 2.002.60 per share, after deduction of 35% Swiss withholding tax, would be made on 2320 April 20032004 for shareholders who hold UBS shares on 1615 April 2003.2004.



183189


UBS AG (Parent Bank)
Notes to the Financial Statements





UBS AG (Parent Bank)
Notes to the Financial Statements



Notes to the Financial Statements

 

Accounting and Valuation Principles

The Parent Bank’s accounting and valuation policies are in compliance with Swiss banking law. The accounting and valuation policies are principally the same as for the Group Financial Statements outlined in Note 1:1, Summary of Significant Accounting Policies. Major differences between the Swiss banking law requirements and International Financial Reporting Standards are described in Note 3839 to the Group Financial Statements.

     In addition, the following principles are applied for the Parent Bank:

Treasury shares

Treasury shares is the term used to describe when an enterprise holds its own equity instruments. Under IFRS, treasury shares are presented in the balance sheet as a deduction from equity. No gain or loss is recognized in the income statement on the sale, issuance, acquisition, or cancellation of those shares. Consideration received or paid is presented in the financial statement as a change in equity.
     Under Swiss law, treasury shares are classified in the balance sheet as trading balances or as financial assets, short positions are included in Due to banks. Realized gains and losses on the sale, issuance or acquisition of treasury shares, and unrealized gains or losses from remeasurement of treasury shares in the trading portfolio to market



value are included in the incomeIncome statement. Treasury shares included in Financial investments are carried at the lower of cost or market value.

Foreign currency translation

Foreign currency transactions and translation of assets and liabilities denominated in foreign currencies into the Parent Bank’s or a branch’s reporting currency are accounted for as described

in Note 1d). Assets and liabilities of foreign branches are translated into CHF at the exchange rates at the balance sheet date, while income and expense items are translated at weighted average rates for the period. Exchange differences arising on the translation of each of these foreign branches are credited to a provision account (other liabilities) in case of a gain, while any losses are firstly debited to that provision account until such provision is fully utilized, and secondly to profit and loss.

Investments in associated companies

Investments in associated companies are equity interests which are held for the purpose of the Parent Bank’s business activities or for strategic reasons. They are carried at cost less valuation reserves, if needed.

Property and equipment

Bank buildings and other real estate are carried at cost less accumulated depreciation. Depreciation of computer and telecommunication equipment, other office equipment, fixtures and fittings is recognized on a straight-line basis over the estimated useful lives of the related assets. The useful lives of Property and equipment are summarized in Note 1, Summary of Significant Accounting Policies, of the Group Financial Statements.

Extraordinary income and expenses

Certain items of income and expense appear as extraordinary within the Parent Bank Financial Statements, whereas in the Group Financial Statements they are considered to be operating income or expenses and appear within the appropriate income or expense category. These items are separately identified below.on page 191.



184190


Additional Income Statement Information

 

Net Trading Income

                        
CHF million % change from  % change from 
For the year ended 31.12.02 31.12.01 31.12.01  31.12.03 31.12.02 31.12.02 


Equities  2,208  2,435  (9) 1,708 2,208  (23)
Fixed income1
  565  829  (32)  (1,307) 565 
Foreign exchange and other  1,861  1,751 6  120 1,861  (94)


Total  4,634  5,015  (8) 521 4,634  (89)


1Includes commodities trading income.

Extraordinary Income and Expenses

Extraordinary income contains CHF 33 million (2002: CHF 260 million) from the sale of associates and CHF 59 million from release of provisions (2002: CHF 5 million from other disposals).

     Extraordinary expenses consist of immaterial items.



191


UBS AG (Parent Bank)
Notes to the Financial Statements



Additional Balance Sheet Information

 

Extraordinary Income and Expenses

Extraordinary income contains CHF 260 million (2001: CHF 87 million) from the sale of subsidiaries and CHF 5 million (2001: CHF 8 million)




from other disposals. Extraordinary expenses consist of immaterial items.


185


UBS AG (Parent Bank)
Notes to the Financial Statements





Additional Balance Sheet Information

Value Adjustments and Provisions

                                      
 Provisions Recoveries,      Provisions Recoveries,     
 applied in doubtful      applied in doubtful     
 accordance interest, New    accordance interest, New   
 with their currency provisions    with their currency provisions   
 Balance at specified translation charged Balance at  Balance at specified translation charged Balance at 
CHF million 31.12.01 purpose differences to income 31.12.02  31.12.02 purpose differences to income 31.12.03 


Default risks (credit and country risk) 8,032  (2,451)  (310) 135  5,406  5,406  (1,372) 66 118 4,218 
Trading portfolio risks 2,133  (285) 511  2,359  2,359  (221) 585 2,723 
Litigation risks 528  (235)  (39) 191  445  445  (98)  (20) 65 392 
Operational risks 1,264  (630)  (90) 893  1,437  1,437  (332) 151 615 1,871 
Capital and income taxes 901  (394) 6 766  1,279  1,279  (743)  (96) 678 1,118 


Total allowance for general credit losses and other provisions  12,858   (3,710)  (718)  2,496   10,926 
Total allowance for general credit
 
losses and other provisions
  10,926  (2,545)  (120) 2,061  10,322


Allowances deducted from assets 8,899  6,749  6,749 6,428 


Total provisions as per balance sheet  3,959   4,177  4,177 - - - 3,894 




186192


 

Statement of Shareholders’ Equity

                                          
 Total share-  Total share- 
 General General holders'  General General holders' 
 statutory statutory equity  statutory statutory equity 
 reserves: reserves: Reserves (before  reserves: reserves: Reserves (before 
 Share Share Retained for own Other distribution  Share Share Retained for own Other distribution 
CHF million capital premium earnings shares reserves of profit)  capital premium earnings shares reserves of profit) 

As at 31.12.00 and 1.1.01  4,444   17,370   677   4,007   16,274   42,772 

Par value reduction  (683) 20  (663)
Cancellation of own shares  (184)  (3,815)  (3,999)
Capital increase 12 110  122 
Increase in reserves 165  (165)  0 
Profit for the period 4,655  4,655 
Changes in reserves for own shares  (754) 754  0 


As at 31.12.01 and 1.1.02  3,589   13,665   842   3,253   21,538   42,887  3,589 13,665 842 3,253 21,538 42,887 


Par value reduction  (2,509) 117  (2,392)  (2,509) 117  (2,392)
Cancellation of own shares  (81)  (2,209)  (2,290)  (81)  (2,209)  (2,290)
Capital increase 6 94  100  6 94 100 
Increase in reserves  0  0 
Profit for the period 5,834  5,834  5,834 5,834 
Changes in reserves for own shares 3,370  (3,370)  0  3,370  (3,370) 0 


As at 31.12.02  1,005   11,550   842   6,623   24,119   44,139 
As at 31.12.02 and 1.1.03
 1,005 11,550 842 6,623 24,119 44,139 


Par value reduction      
Cancellation of own shares  (61)  (5,468)  (5,529)
Capital increase 2 59 61 
Increase in reserves 229  (229) 0 
Prior year dividend  (2,298)  (2,298)
Profit for the period 4,197 4,197 
Changes in reserves for own shares 1,401  (1,401) 0 
As at 31.12.03
 946 6,141 1,071 8,024 24,388 40,570 

Share Capital

                                
 Par value Ranking for dividends  Par value Ranking for dividends
 
 
 
As at 31 December 2002 No. of shares Capital in CHF No. of shares Capital in CHF 
As at 31 December 2003 No. of shares Capital in CHF No. of shares Capital in CHF 


Issued and paid up 1,256,297,678  1,005,038,142  1,182,262,598  945,810,078  1,183,046,764 946,437,411 1,126,339,764 901,071,811 


Conditional share capital 9,590,918  7,672,734  0  0  6,871,752 5,497,402 0 0 




187193


UBS AG (Parent Bank)
Notes to the Financial Statements

UBS AG (Parent Bank)
Notes to the Financial Statements







Off-Balance Sheet and Other Information

 

Assets Pledged or Assigned as Security for Own Obligations,
Assets Subject to Reservation of Title

                  
 31.12.02 31.12.01 Change in %                         
 
 
 
  31.12.03 31.12.02 Change in %
 Book Effective Book Effective Book Effective  Book Effective Book Effective Book Effective 
CHF million value liability value liability value liability  value liability value liability value liability 


Money market paper  10,475  29,893  (65)  6,225 10,475  (41) 
Mortgage loans  808   506  1,239 813  (35)  (38) 428 210 808 506  (47)  (58)
Securities  2,495  5,224  (52) 
Securities1
 96,065 66,395 2,495 


Total
  13,778   506  36,356 813  (62)  (38) 102,718 66,605 13,778 506 646 


1 Amounts for 2003 include securities lending and repo transactions: book value CHF 92,628 million and effective liability CHF 66,395 million.

Assets are pledged as collateral for securities borrowing and repo transactions, for collateralized credit lines with central banks, loans from mortgage institutions and security deposits relating to stock exchange membership.

Fiduciary Transactions

                      
 % change from  % change from 
CHF million 31.12.02 31.12.01 31.12.01  31.12.03 31.12.02 31.12.02 


DepositsDeposits 
with other banks 28,865  38,978  (26) 29,549 28,865 2 
with Group banks  351  532  (34) 672 351 91 


Loans and other financial transactions  713  1,042  (32) 6 713  (99)


Total
  29,929  40,552  (26) 30,227 29,929 1 


Due to UBS Pension Plans, Loans to Corporate Bodies/Related Parties

                   
 % change from  % change from 
CHF million 31.12.02 31.12.01 31.12.01  31.12.03 31.12.02 31.12.02 


Due to UBS pension plans and UBS debt instruments held by pension plans  814  476 71 
Due to UBS pension plans and 
UBS debt instruments held by pension plans 1,096 905 21 
Securities borrowed from pension plans  2,645  824 221  2,930 2,645 11 
Loans to directors, senior executives and auditors1
  28  32  (13) 25 28  (11)


1Loans to directors, senior executives and auditors are loans to members of the Board of Directors, the Group Executive Board and the Group’s official auditors under Swiss company law. This also includes loans to companies which are controlled by these natural or legal persons. There are no loans to the auditors.



188194


 

Report of the Statutory Auditors

UBS AG (Parent Bank)
Report of the Statutory Auditors



(Report of the Statutory Auditors)



(Ernst & Young)


189195


 

Report of the Capital Increase Auditors

UBS AG (Parent Bank)
Report of the Capital Increase Auditors



(Report of the Capital Increase Auditors)



(Ernst & Young)


190196


Additional Disclosure Required
under SEC Regulations

 

 

 

 

 

191

197


(Crop circles)

192Additional Disclosure Required
under SEC Regulations
Table of Contents


(Gray background Additional Disclosure Required under SEC Regulations)

193


Additional Disclosure Required
under SEC Regulations
Table of Contents





Additional Disclosure Required under SEC Regulations
Table of Contents

 

     
A Introduction199 195
     
B  195199
   197201
   198202
   199203
   199203
     
C  199203
   199203
     
D  200204
   200204
   200204
  202
  Deposits204
Short-term Borrowings205
Loans207
Loan Maturities208
Impaired, Non-performing and Restructured Loans209
Cross-Boarder Outstandings210
Summary of Movements in Allowances and206 
  Provisions for Credit Losses212
  Allocation of the Allowances and208 
  Provisions for Credit Losses 214209
  Loans by industry sector 215210
  Loss History Statistics211
212
213
214
 216
218
219
220



194198


 

A —A – Introduction

The following pages contain additional disclosure about UBS Group which is required under SEC regulations.

     Unless otherwise stated, UBS’s Financial Statements have been prepared in accordance with International Financial Reporting Stan-



dards (IFRS) and are denominated in Swiss francs, or CHF, the reporting currency of the Group. Certain financial information has also been presented in accordance with United States Generally Accepted Accounting Principles (US GAAP).



 

B —B – Selected Financial Data

The tables below set forth, for the periods and dates indicated, information concerning the noon buying rate for the Swiss franc, expressed in United States dollars, or USD, per one Swiss franc. The noon buying rate is the rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.

     On 2827 February 20032004 the noon buying rate was 0.73760.7921 USD per 1 CHF.
                 
          Average rate1    
Year ended 31 December High  Low  (USD per 1 CHF)  At period end 

1998  0.7731   0.6485   0.6894   0.7281 
1999  0.7361   0.6244   0.6605   0.6277 
2000  0.6441   0.5479   0.5912   0.6172 
2001  0.6331   0.5495   0.5910   0.5857 
2002  0.7229   0.5817   0.6453   0.7229 

                 
Month High Low        

September 2002  0.6789   0.6578         
October 2002  0.6760   0.6605         
November 2002  0.6928   0.6714         
December 2002  0.7229   0.6736         
January 2003  0.7401   0.7135         
February 2003  0.7411   0.7275         

                 
          Average rate1    
Year ended 31 December High  Low  (USD per 1 CHF)  At period end 
 
1999  0.7361   0.6244   0.6605   0.6277 
2000  0.6441   0.5479   0.5912   0.6172 
2001  0.6331   0.5495   0.5910   0.5857 
2002  0.7229   0.5817   0.6453   0.7229 
2003  0.8189   0.7048   0.7493   0.8069 
 
Month High
  Low
         
         
September 2003   0.7581   0.7048         
October 2003   0.7618   0.7468         
November 2003   0.7745   0.7261         
December 2003   0.8069   0.7709         
January 2004   0.8036   0.7958         
February 2004   0.8152   0.7891         
 
1 The average of the noon buying rates on the last business day of each full month during the relevant period.



195199


 

Additional Disclosure Required
under SEC Regulations



B – Selected Financial Data (continued)




B — Selected Financial Data (continued)

                               
CHF million, except where indicated                      
For the year ended 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Income statement data  
Interest income  39,963  52,277 51,745 35,604 37,442  40,159 39,963 52,277 51,745 35,604 
Interest expense  29,417  44,236 43,615 29,695 32,424  27,860 29,417 44,236 43,615 29,695 
Net interest income  10,546  8,041 8,130 5,909 5,018  12,299 10,546 8,041 8,130 5,909 
Credit loss (expense)/recovery  (206)  (498) 130  (956)  (951)
Net interest income after credit loss (expense)/recovery  10,340  7,543 8,260 4,953 4,067 
Credit loss (expense) / recovery  (116)  (206)  (498) 130  (956)
Net interest income after credit loss (expense) / recovery 12,183 10,340 7,543 8,260 4,953 
Net fee and commission income  18,221  20,211 16,703 12,607 12,626  17,345 18,221 20,211 16,703 12,607 
Net trading income  5,572  8,802 9,953 7,719 3,313  3,883 5,572 8,802 9,953 7,719 
Other income  (12) 558 1,486 3,146 2,241  561  (12) 558 1,486 3,146 
Operating income  34,121  37,114 36,402 28,425 22,247  33,972 34,121 37,114 36,402 28,425 
Operating expenses  29,577  30,396 26,203 20,532 18,376  25,624 29,577 30,396 26,203 20,532 
Operating profit before tax  4,544  6,718 10,199 7,893 3,871  8,348 4,544 6,718 10,199 7,893 
Tax expense/(benefit)  678  1,401 2,320 1,686 904 
Tax expense / (benefit) 1,618 678 1,401 2,320 1,686 
Minority interests  (331)  (344)  (87)  (54) 5   (345)  (331)  (344)  (87)  (54)
Net profit  3,535  4,973 7,792 6,153 2,972  6,385 3,535 4,973 7,792 6,153 
Cost/income ratio (%)1  86.2  80.8 72.2 69.9 79.2 
Cost/income ratio before goodwill (%)1, 2  79.0  77.3 70.4 68.7 77.7 
Cost / income ratio (%)1
 75.2 86.2 80.8 72.2 69.9 


Per share data (CHF)  
Basic earnings per share3  2.92  3.93 6.44 5.07 2.44 
Basic earnings per share before goodwill2, 3  4.73  4.97 7.00 5.35 2.72 
Diluted earnings per share3  2.87  3.78 6.35 5.02 2.40 
Diluted earnings per share before goodwill2, 3  4.65  4.81 6.89 5.30 2.68 
Cash dividends declared per share (CHF)4  2.00  1.50 1.83 1.67 
Cash dividends declared per share (USD)4 0.86 1.10 1.10 
Dividend payout ratio (%)4  68.49  23.28 36.18 68.21 
Basic earnings per share2
 5.72 2.92 3.93 6.44 5.07 
Diluted earnings per share2
 5.61 2.87 3.78 6.35 5.02 
Cash dividends declared per share (CHF)3
 2.60 2.00 0.00 1.50 1.83 
Cash dividends equivalent in USD3
 1.46 0.00 0.86 1.10 
Dividend payout ratio (%)3
 45.45 68.49 23.28 36.18 


Rates of return (%)  
Return on shareholders’ equity5  8.9  11.7 21.5 22.4 10.7 
Return on shareholders’ equity before goodwill2, 5  14.4  14.8 23.4 23.6 12.0 
Return on shareholders’ equity4
 18.2 8.9 11.7 21.5 22.4 
Return on average equity  7.6  10.4 22.0 18.6 9.0  17.1 8.3 11.3 22.0 18.6 
Return on average assets  0.24  0.36 0.70 0.65 0.28  0.41 0.24 0.36 0.70 0.65 


1 Operating expenses/operating income before credit loss expense.  2 The amortization of goodwill and other intangible assets is excluded from the calculation.   3For EPS calculation, see Note 8 to the Financial Statements.  43 Dividends are normally declared and paid in the year subsequent to the reporting period. In 2000, as part of the arrangements of the acquisition of PaineWebber, a dividend of CHF 1.50 was paid on 5 October 2000 in respect of the nine months ended 30 September 2000. Prior to the merger between Union Bank of Switzerland and Swiss Bank Corporation, each paid dividends in accordance with its own dividend policies. In 2001 a further amount of CHF 1.60 per share was distributed to shareholders in the form of a par value reduction, in respect of 2000. No dividend was paid out for the year 2001. A par value reduction of CHF 2.00 per share was paid on 10 July 2002. A dividend of CHF 2.00 per share will bewas paid on 23 April 2003, and a dividend of CHF 2.60 per share will be paid on 20 April 2004 subject to approval by shareholders at the Annual General Meeting. The USD amount per share will be determined on 1716 April 2003.2004.  54 Net profit/average Shareholders’ equity excluding dividends.



196200


 

B — Selected Financial Data (continued)
B – Selected Financial Data (continued)

                                        
CHF million, except where indicated                      
As at 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Balance sheet data
  
Total assets  1,181,118  1,253,297 1,087,552 896,556 861,282   1,386,000 1,181,118 1,253,297 1,087,552 896,556 
Shareholders’ equity  38,991  43,530 44,833 30,608 28,794   35,446 38,991 43,530 44,833 30,608 
Average equity to average assets (%)  3.14  3.49 3.17 3.52 3.06   2.38 3.14 3.49 3.17 3.52 


Market capitalization
  79,448  105,475 112,666 92,642 90,720   95,401 79,448 105,475 112,666 92,642 


Shares
  
Registered ordinary shares  1,256,297,678  1,281,717,499 1,333,139,187 1,292,679,486 1,289,857,836   1,183,046,764 1,256,297,678 1,281,717,499 1,333,139,187 1,292,679,486 
Own shares to be delivered  0  0 28,447,788 0 0   0 0 0 28,444,788 0 
Treasury shares 97,181,094 41,254,951 55,265,349 110,621,142 73,370,094   111,360,692 97,181,094 41,254,951 55,265,349 110,621,142 


BIS capital ratios
  
Tier 1 (%)  11.3  11.6 11.7 10.6 9.3   11.8 11.3 11.6 11.7 10.6 
Total BIS (%)  13.8  14.8 15.7 14.5 13.2   13.3 13.8 14.8 15.7 14.5 
Risk-weighted assets  238,790  253,735 273,290 273,107 303,719   251,901 238,790 253,735 273,290 273,107 


Invested assets (CHF billion)
  2,037  2,448 2,445 1,744 1,573   2,209 2,037 2,448 2,445 1,744 


Headcount (full-time equivalents)1
  69,061  69,985 71,076 49,058 48,011 
Headcount (full-time equivalents)
 
Switzerland  26,662 27,972 29,163 30,215 32,843 
Europe (excluding Switzerland)  9,906 10,009 9,650 9,286 7,892 
Americas  25,511 27,350 27,463 28,114 5,025 
Asia Pacific  3,850 3,730 3,709 3,461 3,298 
Total  65,929 69,061 69,985 71,076 49,058 


Long-term ratings2 
Long-term ratings1
 
Fitch, London AAA AAA AAA AAA AAA  AA+ AAA AAA AAA AAA
Moody’s, New York AA2 AA2 Aa1 Aa1 Aa1  Aa2 AA2 AA2 Aa1 Aa1
Standard & Poor’s, New York AA+ AA+ AA+ AA+ AA+  AA+ AA+ AA+ AA+ AA+


1 The Group headcount does not include Klinik Hirslanden headcount. Klinik Hirslanden was sold on 5 December 2002.     2 See the UBS Handbook 2002/2003,2003/2004, page 10 to 1174 for information about the nature of these ratings.

Balance Sheet Data

                                       
CHF million                      
As at 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Assets  
Total assets  1,181,118  1,253,297 1,087,552 896,556 861,282  1,386,000 1,181,118 1,253,297 1,087,552 896,556 
Due from banks  32,468  27,526 29,147 29,907 68,495  31,667 32,468 27,526 29,147 29,907 
Cash collateral on securities borrowed  139,052  162,938 177,857 113,162 91,695  213,932 139,052 162,938 177,857 113,162 
Reverse repurchase agreements  294,086  269,256 193,801 132,391 141,285  320,587 294,086 269,256 193,801 132,391 
Trading portfolio assets  371,436  397,886 315,588 211,932 159,179  461,772 371,436 397,886 315,588 211,932 
Positive replacement values  82,092  73,447 57,875 62,957 90,511  84,334 82,092 73,447 57,875 62,957 
Loans  211,647  226,545 244,842 234,858 247,926  212,504 211,647 226,545 244,842 234,858 


Liabilities  
Due to banks  83,178  106,531 82,240 76,365 85,716  127,153 83,178 106,531 82,240 76,365 
Cash collateral on securities lent  36,870  30,317 23,418 12,832 19,171  53,278 36,870 30,317 23,418 12,832 
Repurchase agreements  366,858  368,620 295,513 196,914 137,617  415,863 366,858 368,620 295,513 196,914 
Trading portfolio liabilities  106,453  105,798 82,632 54,638 47,033  143,957 106,453 105,798 82,632 54,638 
Negative replacement values  81,282  71,443 75,923 95,786 125,847  93,646 81,282 71,443 75,923 95,786 
Due to customers  306,876  333,781 310,679 279,960 274,850  347,358 306,876 333,781 310,679 279,960 
Debt issued  129,411  156,218 129,635 120,987 102,310  120,237 129,411 156,218 129,635 120,987 
Shareholders’ equity  38,991  43,530 44,833 30,608 28,794  35,446 38,991 43,530 44,833 30,608 




197201


 

Additional Disclosure Required
under SEC Regulations







B —

B – Selected Financial Data (continued)

US GAAP Income Statement Data

                                    
CHF million                      
For the year ended 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Operating income  
Interest income  39,679  51,907 51,565 35,404 29,136  39,940 39,679 51,907 51,565 35,404 
Interest expense  (29,334)  (44,096)  (43,584)  (29,660)  (25,773)  (27,700)  (29,334)  (44,096)  (43,584)  (29,660)


Net interest income  10,345  7,811 7,981 5,744 3,363  12,240 10,345 7,811 7,981 5,744 
Credit loss (expense)/recovery  (206)  (498) 130  (956)  (787)
Credit loss (expense) / recovery  (116)  (206)  (498) 130  (956)


Net interest income after credit loss (expense)/recovery  10,139  7,313 8,111 4,788 2,576 
Net interest income after credit loss (expense) / recovery 12,124 10,139 7,313 8,111 4,788 


Net fee and commission income  18,221  20,211 16,703 12,607 8,925  17,345 18,221 20,211 16,703 12,607 
Net trading income  6,031  8,959 8,597 7,174 455  4,065 6,031 8,959 8,597 7,174 
Other income  96  534 1,514 3,182 725  380 96 534 1,514 3,182 


Total operating income  34,487  37,017 34,925 27,751 12,681  33,914 34,487 37,017 34,925 27,751 


Operating expenses  
Personnel expenses  18,610  19,713 17,262 12,483 7,938  17,615 18,610 19,713 17,262 12,483 
General and administrative expenses  7,072  7,631 6,813 6,664 6,259  6,086 7,072 7,631 6,813 6,664 
Depreciation of property and equipment  1,613  1,815 1,800 1,619 1,439  1,396 1,613 1,815 1,800 1,619 
Amortization of goodwill  0  2,484 2,018 1,793 936  0 0 2,484 2,018 1,793 
Amortization of other intangible assets  1,443  298 134 42 28  112 1,443 298 134 42 
Restructuring costs  0  112 191 750 1,089  0 0 112 191 750 


Total operating expenses  28,738  32,053 28,218 23,351 17,689  25,209 28,738 32,053 28,218 23,351 


Operating profit/(loss) before tax and minority interests  5,749  4,964 6,707 4,400  (5,008)
Operating profit / (loss) before tax and minority interests
 8,705 5,749 4,964 6,707 4,400 


Tax expense/(benefit)  511  1,386 2,183 1,509  (1,339)
Tax expense / (benefit) 1,842 511 1,386 2,183 1,509 


Net profit/(loss) before minority interests  5,238  3,578 4,524 2,891  (3,669)
Net profit / (loss) before minority interests
 6,863 5,238 3,578 4,524 2,891 


Minority interests  (331)  (344)  (87)  (54) 4   (350)  (331)  (344)  (87)  (54)
Change in accounting principle: cumulative effect of adoption of “AICPA Audit and Accounting Guide, Audits of Investment Companies” on certain financial investments, net of tax  639  0 0 0 0 
Change in accounting principle: cumulative effect of adoption of “AICPA Audit and Accounting Guide, Audits of Investment Companies” on certain financial investments, net of tax1
 0 639 0 0 0 


Net profit/(loss)  5,546  3,234 4,437 2,837  (3,665)
Net profit / (loss)
 6,513 5,546 3,234 4,437 2,837 


Note: Certain prior year amounts have been reclassified1 Please refer to conformNote 40.1(e) to the current year’s presentation.Consolidated Financial Statements under the heading “Financial investments and private equity”,  for further information about this item.



198202


 

B — Selected Financial Data (continued)
B – Selected Financial Data (continued)

US GAAP Balance Sheet Data

                                  
CHF million                      
As at 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Assets
  
Total assets  1,296,938  1,361,920 1,124,554 893,525 899,589  1,533,957 1,296,938 1,361,920 1,124,554 893,525 
  
Due from banks  32,481  27,550 29,182 29,954 68,554  31,685 32,481 27,550 29,182 29,954 
Cash collateral on securities borrowed  139,073  162,566 177,857 113,162 91,695  211,058 139,073 162,566 177,857 113,162 
Reverse repurchase agreements  294,086  269,256 193,801 132,391 141,285  320,587 294,086 269,256 193,801 132,391 
Trading portfolio assets  441,845  455,406 318,788 228,230 178,130  544,492 441,845 455,406 318,788 228,230 
Positive replacement values1
  83,757  73,474 57,775 62,294 90,520  84,034 83,757 73,474 57,775 62,294 
Loans  211,755  226,747 245,214 235,401 248,657  212,554 211,755 226,747 245,214 235,401 
Goodwill  28,127  29,255 31,016 21,163 21,455  26,775 28,127 29,255 31,016 21,163 
Other intangible assets  1,222  4,510 4,710 265 252  1,174 1,222 4,510 4,710 265 
Other assets  21,314  36,972 27,955 18,717 29,398  64,381 21,314 36,972 27,955 18,717 


Liabilities
  
Due to banks  83,178  106,531 82,240 76,363 85,716  127,385 83,178 106,531 82,240 76,363 
Cash collateral on securities lent  36,870  30,317 23,418 12,832 19,127  51,157 36,870 30,317 23,418 12,832 
Repurchase agreements  366,858  368,620 295,513 173,840 136,824  415,863 366,858 368,620 295,513 173,840 
Trading portfolio liabilities  117,721  119,528 87,832 52,658 47,772  149,380 117,721 119,528 87,832 52,658 
Obligation to return securities received as collateral  16,308  10,931 0 0 0  13,071 16,308 10,931 0 0 
Negative replacement values1
  132,354  116,666 75,423 95,004 125,857  161,086 132,354 116,666 75,423 95,004 
Due to customers  306,872  333,766 310,686 279,971 274,861  347,358 306,872 333,766 310,686 279,971 
Accrued expenses and deferred income  15,330  17,289 21,038 12,040 11,232  13,673 15,330 17,289 21,038 12,040 
Debt issued  129,527  156,462 129,750 120,704 101,973  123,259 129,527 156,462 129,750 120,704 
Shareholders’ equity  55,576  59,282 62,960 51,833 54,761  53,174 55,576 59,282 62,960 51,833 


1 Positive and negative replacement values represent the fair value of derivative instruments.
Note: 2001 amounts have been adjusted to reflect the treatment of reverse repurchase, repurchase, securities borrowing and securities lending transactions on a consistent basis. See Note 39.4.4 for details.

Ratio of Earnings to Fixed Charges

The following table sets forth UBS AG’sUBS’s ratio of earnings to fixed charges, for the periods indicated. Ratios of earnings to combined fixed charges and preferred stock dividends requirements are not presented as there were no preferred share dividends in any of the periods indicated.

                                        
For the year ended 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


IFRS1
  1.14  1.14 1.23 1.25 1.11  1.28 1.14 1.14 1.23 1.25 
US GAAP1, 2
  1.18  1.10 1.15 1.14 0.80 
US GAAP1
 1.29 1.18 1.10 1.15 1.14 


1 The ratio is provided using both IFRS and US GAAP values, since the ratio is materially different under the two accounting standards.2 The deficiency in the coverage of fixed charges by earnings before fixed charges at 31 December 1998 was CHF 5,319 million.

 

C – Information on the Company



 

C — Information on the Company

Property, Plant and Equipment

At 31 December 2002,2003, UBS operated about 1,800 offices and branches1,317 business locations worldwide, of which about 47%50% were in Switzerland, 10% in the rest of Europe, 40%Middle East and Africa, 38% in the Americas and 2% in Asia.Asia Pacific.
     28%32% of the offices and branchesbusiness locations in Switzer-land Switzerland

were owned directly by UBS with the



remainder, along with most of UBS’s offices outside Switzerland, being held under commercial leases.

     These premises are subject to continuous maintenance and upgrading and are considered suitable and adequate for our current and anticipated operations.



199203


Additional Disclosure Required
under SEC Regulations

Additional Disclosure

D – Information Required by Industry Guide 3



under SEC Regulations
D — Information Required by Industry Guide 3

 

Selected Statistical Information

The tables below set forth selected statistical information regarding the Group’s banking operations extracted from the Financial Statements. Unless otherwise indicated, average balances for the year ended 31 December 2003, 31 December

2002 and 31 December 2001 and 31 December 2000 are calculated

from monthly data. Certain prior year balances and figures have been reclassified to conform to current year presentation. The distinction between domestic and foreign is generally based on the booking location. For loans, this method is not significantly different from an analysis based on the domicile of the borrower.


 

D — Information Required by Industry Guide 3 (continued)

Average Balances and Interest Rates

The following table sets forth average interest-earning assets and average interest-bearing liabilities, along with the average rates, for the years ended 31 December 2003, 2002 2001 and 2000.2001.

                   
 31.12.02 31.12.01 31.12.00                                     
 
 
 
  31.12.03 31.12.02 31.12.01
 Average Average Average Average Average Average  Average Average Average Average Average Average 
CHF million, except where indicatedCHF million, except where indicated balance Interest rate (%) balance Interest rate (%) balance Interest rate (%)  balance Interest rate (%) balance Interest rate (%) balance Interest rate (%) 


Assets
Assets
  
Due from banksDue from banks  
Domestic  12,534   388   3.1  11,753 1,055 9.0 13,366 1,273 9.5 
Foreign  17,603   634   3.6  15,528 1,823 11.7 16,994 2,280 13.4 
Domestic 11,417 200 1.8 12,534 388 3.1 11,753 1,055 9.0 
Foreign 20,997 1,035 4.9 17,603 634 3.6 15,528 1,823 11.7 
Cash collateral on securities borrowed and reverse repurchase agreementsCash collateral on securities borrowed and reverse repurchase agreements  
Domestic  5,471   235   4.3  7,868 563 7.2 8,383 558 6.7 
Foreign  573,576   10,949   1.9  474,295 17,774 3.7 348,395 18,530 5.3 
Domestic 6,576 200 3.0 5,471 235 4.3 7,868 563 7.2 
Foreign 582,152 10,948 1.9 573,576 10,949 1.9 474,295 17,774 3.7 
Trading portfolio assetsTrading portfolio assets  
Domestic  7,812   269   3.4  12,940 307 2.4 20,800 244 1.2 
Foreign — taxable  373,810   16,714   4.5  332,126 16,183 4.9 255,399 11,560 4.5 
Foreign — non-taxable  1,720   31   1.8  1,450 42 2.9 1,206 38 3.2 
Foreign — total  375,530   16,745   4.5  333,576 16,225 4.9 256,605 11,598 4.5 
Domestic 7,990 222 2.8 7,812 269 3.4 12,940 307 2.4 
Foreign – taxable 407,867 18,151 4.5 373,810 16,714 4.5 332,126 16,183 4.9 
Foreign – non-taxable 1,668 21 1.3 1,720 31 1.8 1,450 42 2.9 
Foreign – total 409,535 18,172 4.4 375,530 16,745 4.5 333,576 16,225 4.9 
LoansLoans  
Domestic  170,641   6,987   4.1  177,404 8,017 4.5 181,646 10,985 6.0 
Foreign  55,199   1,789   3.2  72,176 3,090 4.3 67,528 3,813 5.6 
Domestic 165,397 6,437 3.9 170,641 6,987 4.1 177,404 8,017 4.5 
Foreign 51,457 1,805 3.5 55,199 1,789 3.2 72,176 3,090 4.3 
Financial investmentsFinancial investments  
Domestic  3,794   60   1.6  4,598 90 2.0 3,440 105 3.1 
Foreign — taxable  8,781   105   1.2  39,252 363 0.9 22,529 297 1.3 
Foreign — non-taxable  0   0   0.0  0 0 0.0 0 0 0.0 
Foreign — total  8,781   105   1.2  39,252 363 0.9 22,529 297 1.3 
Domestic 1,988 40 2.0 3,794 60 1.6 4,598 90 2.0 
Foreign – taxable 4,798 35 0.7 8,781 105 1.2 39,252 363 0.9 
Foreign – non-taxable 0 0 0.0 0 0 0.0 0 0 0.0 
Foreign – total 4,798 35 0.7 8,781 105 1.2 39,252 363 0.9 


Total interest-earning assets
Total interest-earning assets
  1,230,941   38,161   3.1  1,149,390 49,307 4.3 939,686 49,683 5.3  1,262,307 39,094 3.1 1,230,941 38,161 3.1 1,149,390 49,307 4.3 
Net interest on swapsNet interest on swaps  1,802  2,970 2,062  1,065 1,802 2,970 


Interest income and average interest-earning assets
Interest income and average interest-earning assets
  1,230,941   39,963   3.2  1,149,390 52,277 4.5 939,686 51,745 5.5  1,262,307 40,159 3.2 1,230,941 39,963 3.2 1,149,390 52,277 4.5 
Non-interest-earning assetsNon-interest-earning assets  
Positive replacement values  190,063  153,687 135,762 
Fixed assets  12,532  13,376 9,660 
Other  53,293  46,954 32,925 
Positive replacement values 250,871 190,063 153,687 
Fixed assets 11,643 12,532 13,376 
Other 40,104 53,293 46,954 


Total average assets
Total average assets
  1,486,829  1,363,407 1,118,033  1,564,925 1,486,829 1,363,407 


200204


D —D – Information Required by Industry Guide 3 (continued)

Average Balances and Interest Rates (continued)

                      
 31.12.02 31.12.01 31.12.00                                     
 
 
 
  31.12.03 31.12.02 31.12.01
 Average Average Average Average Average Average  Average Average Average Average Average Average 
CHF million, except where indicatedCHF million, except where indicated balance Interest rate (%) balance Interest rate (%) balance Interest rate (%)  balance Interest rate (%) balance Interest rate (%) balance Interest rate (%) 


Liabilities and Equity
Liabilities and Equity
  
Due to banksDue to banks  
Domestic  28,625   452   1.6  36,260 1,424 3.9 31,133 2,397 7.7 
Foreign  60,621   1,362   2.2  61,642 3,506 5.7 57,258 3,758 6.6 
Domestic 28,719 150 0.5 28,625 452 1.6 36,260 1,424 3.9 
Foreign 72,757 1,751 2.4 60,621 1,362 2.2 61,642 3,506 5.7 
Cash collateral on securities lent and repurchase agreementsCash collateral on securities lent and repurchase agreements  
Domestic  18,382   355   1.9  13,147 600 4.6 12,700 478 3.8 
Foreign  523,375   9,726   1.9  415,121 13,917 3.4 284,220 14,437 5.1 
Domestic 23,287 295 1.3 18,382 355 1.9 13,147 600 4.6 
Foreign 515,665 9,328 1.8 523,375 9,726 1.9 415,121 13,917 3.4 
Trading portfolio liabilitiesTrading portfolio liabilities  
Domestic  3,239   146   4.5  2,526 1 0.0 1,078 4 0.4 
Foreign  109,013   8,220   7.5  94,597 7,814 8.3 66,597 5,305 8.0 
Domestic 3,252 156 4.8 3,239 146 4.5 2,526 1 0.0 
Foreign 127,104 9,945 7.8 109,013 8,220 7.5 94,597 7,814 8.3 
Due to customersDue to customers  
Domestic — demand deposits  42,484   435   1.0  41,664 715 1.7 44,403 595 1.3 
Domestic — savings deposits  71,465   625   0.9  66,089 716 1.1 72,207 781 1.1 
Domestic — time deposits  27,646   447   1.6  31,261 989 3.2 27,199 826 3.0 
Domestic — total  141,595   1,507   1.1  139,014 2,420 1.7 143,809 2,202 1.5 
Foreign1
  172,650   3,062   1.8  187,783 6,738 3.6 143,432 7,303 5.1 
Domestic – demand deposits 55,496 100 0.2 42,484 435 1.0 41,664 715 1.7 
Domestic – savings deposits 81,963 527 0.6 71,465 625 0.9 66,089 716 1.1 
Domestic – time deposits 21,125 395 1.9 27,646 447 1.6 31,261 989 3.2 
Domestic – total 158,584 1,022 0.6 141,595 1,507 1.1 139,014 2,420 1.7 
Foreign1
 161,942 2,170 1.3 172,650 3,062 1.8 187,783 6,738 3.6 
Short-term debtShort-term debt  
Domestic  69   0   0.0  69 0 0.0 79 0 0.0 
Foreign  91,616   1,915   2.1  96,184 4,227 4.4 78,075 4,338 5.6 
Domestic 64 0 0.0 69 0 0.0 69 0 0.0 
Foreign 73,193 1,015 1.4 91,616 1,915 2.1 96,184 4,227 4.4 
Long-term debtLong-term debt  
Domestic  10,082   433   4.3  12,754 587 4.6 15,490 778 5.0 
Foreign  46,930   2,239   4.8  43,798 3,002 6.9 38,020 2,615 6.9 
Domestic 6,413 188 2.9 10,082 433 4.3 12,754 587 4.6 
Foreign 52,216 1,840 3.5 46,930 2,239 4.8 43,798 3,002 6.9 


Total interest-bearing liabilities
Total interest-bearing liabilities
  1,206,197   29,417   2.4  1,102,895 44,236 4.0 871,891 43,615 5.0  1,223,196 27,860 2.3 1,206,197 29,417 2.4 1,102,895 44,236 4.0 
Non-interest-bearing liabilitiesNon-interest-bearing liabilities  
Negative replacement values  192,659  165,220 157,668 
Other  41,297  47,676 53,049 
Negative replacement values 257,075 192,659 165,220 
Other 47,410 45,217 51,308 


Total liabilitiesTotal liabilities  1,440,153  1,315,791 1,082,608  1,527,681 1,444,073 1,319,423 
Shareholders’ equityShareholders’ equity  46,676  47,616 35,425  37,244 42,756 43,984 


Total average liabilities and shareholders’ equityTotal average liabilities and shareholders’ equity  1,486,829  1,363,407 1,118,033  1,564,925 1,486,829 1,363,407 
Net interest income
Net interest income
  10,546  8,041 8,130  12,299 10,546 8,041 
Net yield on interest-earning assets
Net yield on interest-earning assets
  0.9  0.7 0.9  1.0 0.9 0.7 


l1Due to customers in foreign offices consists mainly of time deposits.

 

The percentage of total average interest-earning assets attributable to foreign activities was 84%85% for 2003 (84% for 2002 (81%and 81% for 2001 and 76% for 2000)2001). The percentage of total average interest-bearing liabilities attributable to foreign activities was 83%82% for 2003 (83% for 2002 (82%and 82% for 2001 and 77% for 2000)2001).
All assets and liabilities are translated into CHF at uniform month-end rates. Interest income and expense are translated at monthly average rates.

     Average rates earned and paid on assets and liabilities can change from period to period based on the changes in interest rates in general, but are also affected by changes in the currency mix included in the assets and liabilities. This is especially true for foreign assets and liabilities. Tax-exempt income is not recorded on a tax-equivalent basis. For all three years presented, tax-exempt income is considered to be insignificant and therefore the impact from such income is negligible.



201205


Additional Disclosure
Required
under SEC Regulations

 

D — Information Required by Industry Guide 3 (continued)
D – Information Required by Industry Guide 3 (continued)

Analysis of Changes in Interest Income and Expense

The following tables allocate, by categories of interest-earning assets and interest-bearing liabilities, the changes in interest income and expense due to changes in volume and interest rates for the year ended 31 December 2003 compared to the year ended 31 December 2002, and for the year ended 31 December 2002 compared to the year ended 31 December 2001, and for the year ended 31 December 2001 compared to the year ended 31 December 2000.2001. Volume and rate variances have been calculated on movements in average balances and changes in interest rates. Changes due to a combination of volume and rates have been allocated proportionally. Refer to page 209213 of Industry Guide 3 for a discussion of the treatment of impaired, non-performing and restructured loans.

                
 2002 compared to 2001 2001 compared to 2000 
 
 
                         
 Increase/(decrease) Increase/(decrease)    2003 compared to 2002 2002 compared to 2001
 due to changes in due to changes in    Increase/(decrease) Increase/(decrease)   
 
 
    due to changes in due to changes in   
 Average Average Net Average Average Net  Average Average Net Average Average Net 
CHF millionCHF million volume rate change volume rate change  volume rate change volume rate change 


Interest income from interest-earning assets
Interest income from interest-earning assets
  
Due from banksDue from banks  
Domestic  70   (737)  (667)  (153)  (65)  (218)
Foreign  243   (1,432)  (1,189)  (196)  (261)  (457)
Domestic  (35)  (153)  (188) 70  (737)  (667)
Foreign 122 279 401 243  (1,432)  (1,189)
Cash collateral on securities borrowed and reverse repurchase agreementsCash collateral on securities borrowed and reverse repurchase agreements  
Domestic  (173)  (155)  (328)  (35) 40 5 
Foreign  3,673   (10,498)  (6,825) 6,673  (7,429)  (756)
Domestic 48  (83)  (35)  (173)  (155)  (328)
Foreign 163  (164)  (1) 3,673  (10,498)  (6,825)
Trading portfolio assetsTrading portfolio assets  
Domestic  (123)  85   (38)  (94) 157 63 
Foreign — taxable  2,043   (1,512)  531  3,456 1,167 4,623 
Foreign — non-taxable  8   (19)  (11) 8  (4) 4 
Foreign — total  2,051   (1,531)  520  3,464 1,163 4,627 
Domestic 6  (53)  (47)  (123) 85  (38)
Foreign – taxable 1,533  (96) 1,437 2,043  (1,512) 531 
Foreign – non-taxable  (1)  (9)  (10) 8  (19)  (11)
Foreign – total 1,532  (105) 1,427 2,051  (1,531) 520 
LoansLoans  
Domestic  (304)  (726)  (1,030)  (255)  (2,713)  (2,968)
Foreign  (730)  (571)  (1,301) 260  (983)  (723)
Domestic  (215)  (335)  (550)  (304)  (726)  (1,030)
Foreign  (120) 136 16  (730)  (571)  (1,301)
Financial investmentsFinancial investments  
Domestic  (16)  (14)  (30) 36  (51)  (15)
Foreign — taxable  (274)  16   (258) 217  (151) 66 
Foreign — non-taxable  0   0   0  0 0 0 
Foreign — total  (274)  16   (258) 217  (151) 66 
Domestic  (29) 9  (20)  (16)  (14)  (30)
Foreign – taxable  (48)  (22)  (70)  (274) 16  (258)
Foreign – non-taxable 0 0 0 0 0 0 
Foreign – total  (48)  (22)  (70)  (274) 16  (258)


Interest incomeInterest income  
Domestic  (546)  (1,547)  (2,093)  (501)  (2,632)  (3,133)
Foreign  4,963   (14,016)  (9,053) 10,418  (7,661) 2,757 
Domestic  (225)  (615)  (840)  (546)  (1,547)  (2,093)
Foreign 1,649 124 1,773 4,963  (14,016)  (9,053)


Total interest income from interest-earning assetsTotal interest income from interest-earning assets  4,417   (15,563)  (11,146) 9,917  (10,293)  (376) 1,424  (491) 933 4,417  (15,563)  (11,146)
Net interest on swapsNet interest on swaps  (1,168) 908   (737)  (1,168)


Total interest income
Total interest income
  (12,314) 532  196  (12,314)




202206


D —

D – Information Required by Industry Guide 3 (continued)

Analysis of Changes in Interest Income and Expense (continued)

                         
 2002 compared to 2001 2001 compared to 2000 
 
 
                         
 Increase/(decrease) Increase/(decrease)    2003 compared to 2002 2002 compared to 2001
 due to changes in due to changes in    Increase/(decrease) Increase/(decrease)   
 
 
    due to changes in due to changes in   
 Average Average Net Average Average Net  Average Average Net Average Average Net 
CHF millionCHF million volume rate change volume rate change  volume rate change volume rate change 


Interest expense on interest-bearing liabilities
Interest expense on interest-bearing liabilities
  
Due to banksDue to banks  
Domestic  (298)  (674)  (972) 395  (1,368)  (973)
Foreign  (58)  (2,086)  (2,144) 289  (541)  (252)
Domestic 2  (304)  (302)  (298)  (674)  (972)
Foreign 267 122 389  (58)  (2,086)  (2,144)
Cash collateral on securities lent and repurchase agreementsCash collateral on securities lent and repurchase agreements      
Domestic  241   (486)  (245) 17 105 122 
Foreign  3,681   (7,872)  (4,191) 6,676  (7,196)  (520)
Domestic 93  (153)  (60) 241  (486)  (245)
Foreign  (146)  (252)  (398) 3,681  (7,872)  (4,191)
Trading portfolio liabilitiesTrading portfolio liabilities  
Domestic  0   145   145  6  (9)  (3)
Foreign  1,197   (791)  406  2,240 269 2,509 
Domestic 1 9 10 0 145 145 
Foreign 1,357 368 1,725 1,197  (791) 406 
Due to customersDue to customers  
Domestic — demand deposits  14   (294)  (280)  (36) 156 120 
Domestic — savings deposits  59   (150)  (91)  (67) 2  (65)
Domestic — time deposits  (116)  (426)  (542) 31 132 163 
Domestic — total  (43)  (870)  (913)  (72) 290 218 
Foreign  (545)  (3,131)  (3,676) 2,262  (2,827)  (565)
Domestic – demand deposits 130  (465)  (335) 14  (294)  (280)
Domestic – savings deposits 94  (192)  (98) 59  (150)  (91)
Domestic – time deposits  (104) 52  (52)  (116)  (426)  (542)
Domestic – total 120  (605)  (485)  (43)  (870)  (913)
Foreign  (193)  (699)  (892)  (545)  (3,131)  (3,676)
Short-term debtShort-term debt  
Domestic  0   0   0  0 0 0 
Foreign  (201)  (2,111)  (2,312) 1,014  (1,125)  (111)
Domestic 0 0 0 0 0 0 
Foreign  (387)  (513)  (900)  (201)  (2,111)  (2,312)
Long-term debtLong-term debt  
Domestic  (123)  (31)  (154)  (137)  (54)  (191)
Foreign  216   (979)  (763) 419  (32) 387 
Domestic  (158)  (87)  (245)  (123)  (31)  (154)
Foreign 254  (653)  (399) 216  (979)  (763)


Interest expenseInterest expense  
Domestic  (223)  (1,916)  (2,139) 209  (1,036)  (827)
Foreign  4,290   (16,970)  (12,680) 12,900  (11,452) 1,448 
Domestic 58  (1,140)  (1,082)  (223)  (1,916)  (2,139)
Foreign 1,152  (1,627)  (475) 4,290  (16,970)  (12,680)


Total interest expense
Total interest expense
  4,067   (18,886)  (14,819) 13,109  (12,488) 621  1,210  (2,767)  (1,557) 4,067 (18,886)  (14,819)




203207


Additional Disclosure Required
under SEC Regulations

 

D — Information Required by Industry Guide 3 (continued)
D – Information Required by Industry Guide 3 (continued)

Deposits

The following table analyzes average deposits and the average rates on each deposit category listed below for the years ended 31 December 2003, 2002 2001 and 2000.2001. The geographic allocation is based on the location of the office or branch where the deposit is made. Deposits by foreign depositors in domestic offices were CHF 43,91492,858 million, CHF 54,09543,914 million and CHF 45,81554,095 million at 31 December 2003, 31 December 2002 and 31 December 2001, and 31 December 2000, respectively.

                  
 31.12.02 31.12.01 31.12.00                         
 
 
 
  31.12.03 31.12.02 31.12.01
 Average Average Average Average Average Average  Average Average Average Average Average Average 
CHF million, except where indicated deposit rate (%) deposit rate (%) deposit rate (%)  deposit rate (%) deposit rate (%) deposit rate (%) 


Banks
  
Domestic offices
  
Demand deposits  3,524   0.7  3,741 1.2 4,649 1.9  3,836 0.0 3,524 0.7 3,741 1.2 
Time deposits  9,010   1.7  8,012 4.2 8,717 8.7  7,581 0.6 9,010 1.7 8,012 4.2 


Total domestic offices  12,534   1.4  11,753 3.3 13,366 6.3  11,417 0.4 12,534 1.4 11,753 3.3 


Foreign offices
  
Interest-bearing deposits1
  17,603   2.2  15,528 5.7 16,994 6.6  20,997 2.4 17,603 2.2 15,528 5.7 


Total due to banks
  30,137   1.9  27,281 4.6 30,360 6.5  32,414 1.7 30,137 1.9 27,281 4.6 


Customer accounts
  
Domestic offices
  
Demand deposits  42,484   1.0  41,664 1.7 44,403 1.3  55,496 0.2 42,484 1.0 41,664 1.7 
Savings deposits  71,465   0.9  66,089 1.1 72,207 1.1  81,963 0.6 71,465 0.9 66,089 1.1 
Time deposits  27,646   1.6  31,261 3.2 27,199 3.0  21,125 1.9 27,646 1.6 31,261 3.2 


Total domestic offices  141,595   1.1  139,014 1.7 143,809 1.5  158,584 0.6 141,595 1.1 139,014 1.7 


Foreign offices
  
Interest bearing deposits1
  172,650   1.8  187,783 3.6 143,432 5.1 
Interest-bearing deposits1
 161,942 1.3 172,650 1.8 187,783 3.6 


Total due to customers
  314,245   1.5  326,797 2.8 287,241 3.3  320,526 1.0 314,245 1.5 326,797 2.8 


1Mainly time deposits.

At 31 December 2002,2003, the maturity of time deposits exceeding CHF 150,000, or an equivalent amount in other currencies, was as follows:

                
CHF million Domestic Foreign  Domestic Foreign 


Within 3 months  27,456   110,053  22,382 122,522 
3 to 12 months  8,202   26,821 
3 to 6 months 1,492 3,354 
6 to 12 months 1,335 2,384 
1 to 5 years  768   2,766  483 2,172 
Over 5 years  44   859  94 1,241 


Total time deposits
  36,470   140,499  25,786 131,673 




204208


D — Information Required by Industry Guide 3 (continued)
D – Information Required by Industry Guide 3 (continued)

Short-term Borrowings

The following table presents our period-end, average and maximum month-end outstanding amounts for short-term borrowings, along with the average rates and period-end rates at and for the years ended 31 December 2003, 2002 2001 and 2000.2001.

                       
 Money market paper issued Due to banks Repurchase agreements1                                     
 
 
 
  Money market paper issued Due to banks Repurchase agreements1
CHF million, except where indicated 31.12.02 31.12.01 31.12.00 31.12.02 31.12.01 31.12.00 31.12.02 31.12.01 31.12.00  31.12.03 31.12.02 31.12.01 31.12.03 31.12.02 31.12.01 31.12.03 31.12.02 31.12.01 


Period-end balance  72,800  99,006 74,780  48,780  77,312 51,245  464,020  462,316 330,857  58,115 72,800 99,006 89,303 48,780 77,312 500,592 464,020 462,316 
Average balance  91,685  96,253 78,154  59,109  70,621 58,031  509,572  400,648 278,601  73,257 91,685 96,253 69,062 59,109 70,621 498,679 509,572 400,648 
Maximum month-end balance  108,463  117,022 89,821  77,312  85,808 73,355  593,786  502,578 342,427  92,605 108,463 117,022 96,694 77,312 85,808 593,738 593,786 502,578 
Average interest rate during the period (%)  2.1  4.4 5.6  3.1  7.0 7.0  1.8  3.2 4.8  1.4 2.1 4.4 2.8 3.1 7.0 1.8 1.8 3.2 
Average interest rate at period-end (%)  1.5  2.6 6.0  2.0  2.2 4.1  1.7  2.9 4.8  1.3 1.5 2.6 1.5 2.0 2.2 1.3 1.7 2.9 


1For the purpose of this disclosure, balances are presented on a gross basis.

205209


Additional Disclosure Required
under SEC Regulations

Additional Disclosure Required
under SEC Regulations



D – Information Required by Industry Guide 3 (continued)

D — Information Required by Industry Guide 3 (continued)

Contractual Maturities of the Investments in Debt Instruments

Due to the adoption of IAS 39, Financial investments, available for sale, are reported at fair value from 1 January 2001. 31 December 2000 amounts have not been restated.

                
 Within 1 year 1 - 5 years 5 - 10 years Over 10 years                                 
 
 
 
 
  Within 1 year 1–5 years 5–10 years Over 10 years
CHF million, except percentages Amount Yield (%) Amount Yield (%) Amount Yield (%) Amount Yield (%)  Amount Yield (%) Amount Yield (%) Amount Yield (%) Amount Yield (%) 


31 December 20021
 
31 December 20031
 
Swiss national government and agencies 0 0.00 7 4.88 8 3.86 1 4.00  3 6.61 4 2.92 6 3.80 1 4.00 
Swiss local governments 8 4.02 30 3.94 4 3.59 0 0.00  5 3.90 20 2.01 0 0.00 0 0.00 
US Treasury and agencies 0 0.00 0 0.00 0 0.00 0 0.00 
Foreign governments and official institutions 35 4.63 45 3.13 1 6.12 0 0.00  45 1.89 9 1.49 0 0.00 0 0.00 
Corporate debt securities 675 2.23 249 2.64 19 3.41 21 8.02  81 1.09 68 3.53 7 7.38 0 0.00 
Mortgage-backed securities 4 2.25 15 3.97 4 4.03 0 0.00  0 0.00 0 0.00 0 0.00 0 0.00 
Other debt securities 1 4.77 48 2.65 0 0.00 0 0.00  4 0.00 8 0.00 0 0.00 0 0.00 


Total fair value
  723   394   36   22   138 109  13 1 


1Money market papers have contractual maturities of less than one year.
                    
 Within 1 year 1 - 5 years 5 - 10 years Over 10 years                                 
 
 
 
 
  Within 1 year 1–5 years 5–10 years Over 10 years
CHF million, except percentages Amount Yield (%) Amount Yield (%) Amount Yield (%) Amount Yield (%)  Amount Yield (%) Amount Yield (%) Amount Yield (%) Amount Yield (%) 


31 December 20011
 
31 December 20021
 
Swiss national government and agencies 9 5.26 10 4.50 16 3.43 1 4.00  0 0.00 7 4.88 8 3.86 1 4.00 
Swiss local governments 3 4.36 38 3.90 4 3.59 0 0.00  8 4.02 30 3.94 4 3.59 0 0.00 
US Treasury and agencies 0 0.00 24 4.38 8 5.15 0 0.00  0 0.00 0 0.00 0 0.00 0 0.00 
Foreign governments and official institutions 5,014 0.97 5,048 1.01 27 2.88 0 0.00  35 4.63 45 3.13 1 6.12 0 0.00 
Corporate debt securities 63 4.53 1,102 4.59 30 3.22 23 15.372  675 2.23 249 2.64 19 3.41 21 8.02 
Mortgage-backed securities 0 0.00 5 5.41 0 0.00 0 0.00  4 2.25 15 3.97 4 4.03 0 0.00 
Other debt securities 2 4.77 87 3.91 28 3.56 0 0.00  1 4.77 48 2.65 0 0.00 0 0.00 


Total fair value
  5,091   6,314   113   24   723 394 36 22 


1 Money market papers have contractual maturities of less than one year.
                                 
  Within 1 year 1–5 years 5–10 years Over 10 years
CHF million, except percentages Amount  Yield (%)  Amount  Yield (%)  Amount  Yield (%)  Amount  Yield (%) 
 
31 December 20011
                                
Swiss national government and agencies  9   5.26   10   4.50   16   3.43   1   4.00 
Swiss local governments  3   4.36   38   3.90   4   3.59   0   0.00 
US Treasury and agencies  0   0.00   24   4.38   8   5.15   0   0.00 
Foreign governments and official institutions  5,014   0.97   5,048   1.01   27   2.88   0   0.00 
Corporate debt securities  63   4.53   1,102   4.59   30   3.22   23   15.372
Mortgage-backed securities  0   0.00   5   5.41   0   0.00   0   0.00 
Other debt securities  2   4.77   87   3.91   28   3.56   0   0.00 
 
Total fair value
  5,091       6,314       113      24     
 
1Money market papers have contractual maturities of less than one year.  2The yield presented is the current contractual yield based on current market rates at 31 December 2001, but may not represent the yield through maturity since this is a floating rate debt instrument.
                                 
  Within 1 year  1 - 5 years  5 - 10 years  Over 10 years 
  
  
  
  
 
CHF million, except percentages Amount  Yield (%)  Amount  Yield (%)  Amount  Yield (%)  Amount  Yield (%) 

31 December 2000
                                
Swiss national government and agencies  2   6.90   16   5.13   16   6.45   0   0.00 
Swiss local governments  1   6.11   27   5.19   18   4.43   0   0.00 
US Treasury and agencies  0   0.00   0   0.00   0   0.00   0   0.00 
Foreign governments and official institutions  2,451   1.62   1,236   1.80   1,165   0.85   0   0.00 
Corporate debt securities  16   5.20   917   6.02   206   2.21   0   0.00 
Mortgage-backed securities  20   6.02   5   6.54   22   14.46   0   0.00 
Other debt securities  21   6.57   56   4.33   11   3.68   0   0.00 

Total amortized cost  2,511       2,257       1,438       0     

Total market value
  2,514       2,272       1,434       0     

206210


D — Information Required by Industry Guide 3 (continued)


D – Information Required by Industry Guide 3 (continued)

Due from Banks and Loans (gross)

Loans are widely dispersed over industry sectors both within and outside of Switzerland. With the exceptions of private households (foreign and domestic) and banks and financial institutions outside Switzerland and real estate and rentals in Switzerland, there is no material concentration of loans. For further discussion of the loan portfolio, see the UBS Handbook 2002/2003.2003 / 2004. The following table illustrates the diversification of the loan portfolio among industry sectors at 31 December 2003, 2002, 2001, 2000 1999 and 1998.1999. The industry categories presented are consistent with the classification of loans for reporting to the Swiss Federal Banking Commission and Swiss National Bank.

                               
CHF million 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Domestic
  
Banks  1,029  1,533 2,896 5,802 4,543  619 1,029 1,533 2,896 5,802 
Construction  2,838  3,499 4,870 6,577 7,897  2,175 2,838 3,499 4,870 6,577 
Financial institutions  4,301  5,673 5,725 9,387 10,240  4,009 4,301 5,673 5,725 9,387 
Hotels and restaurants  2,655  2,950 3,526 4,259 4,129  2,440 2,655 2,950 3,526 4,259 
Manufacturing1
  7,237  8,686 9,577 11,377 13,505  6,478 7,237 8,686 9,577 11,377 
Private households  95,295  93,746 91,667 93,846 97,664  102,181 95,295 93,746 91,667 93,846 
Public authorities  5,529  5,222 5,658 5,277 5,858  5,251 5,529 5,222 5,658 5,277 
Real estate and rentals  13,573  14,992 16,673 19,835 21,231  12,449 13,573 14,992 16,673 19,835 
Retail and wholesale  7,172  8,674 9,635 10,904 8,912  6,062 7,172 8,674 9,635 10,904 
Services2
  10,237  12,161 11,767 14,862 11,582  9,493 10,237 12,161 11,767 14,862 
Other3
  1,738  1,860 2,651 1,818 1,662  1,217 1,738 1,860 2,651 1,818 


Total domestic  151,604  158,996 164,645 183,944 187,223  152,374 151,604 158,996 164,645 183,944 


Foreign4
  
Banks  31,882  26,728 27,168 24,983 65,000  31,405 31,882 26,728 27,168 24,983 
Chemicals  519  1,080 1,423  245 519 1,080 1,423 
Construction  153  266 773  84 153 266 773 
Electricity, gas and water supply  1,105  977 1,584  249 1,105 977 1,584 
Financial institutions  18,378  14,458 20,348  23,493 18,378 14,458 20,348 
Manufacturing5
  2,300  4,258 4,596  2,421 2,300 4,258 4,596 
Mining  868  1,313 2,070  1,114 868 1,313 2,070 
Private households  33,063  25,619 29,470  21,194 33,063 25,619 29,470 
Public authorities  2,628  6,454 11,754  1,224 2,628 6,454 11,754 
Real estate and rentals  616  10,227 5,077  473 616 10,227 5,077 
Retail and wholesale  1,367  1,732 1,862  1,880 1,367 1,732 1,862 
Services  1,654  4,786 1,585  7,983 1,654 4,786 1,585 
Transport, storage and communication  676  2,117 993  3,658 676 2,117 993 
Other6
  2,557  2,973 11,168 69,087 78,741  410 2,557 2,973 11,168 69,087 


Total foreign  97,766  102,988 119,871 94,070 143,741  95,833 97,766 102,988 119,871 94,070 


Total gross
  249,370  261,984 284,516 278,014 330,964  248,207 249,370 261,984 284,516 278,014 


1Includes chemicals, food and beverages.  2Includes transportation, communication, health and social work, education and other social and personal service activities.  3Includes mining and electricity, gas and water supply.  4For the years prior to the year 2000,1999, no detailed industry classifications are available.  5Includes food and beverages.  6Includes hotels and restaurants.



207211


Additional Disclosure Required
under SEC Regulations

D – Information Required by Industry Guide 3 (continued)

Due from Banks and Loans (gross) (continued)

D — Information Required by Industry Guide 3 (continued)

Loans (continued)

The following table analyzes the Group’s mortgage portfolio by geographic origin of the client and type of mortgage at 31 December 2003, 2002, 2001, 2000 1999 and 1998.1999. Mortgages are included in the industry categories mentioned above.

                                        
CHF million 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Mortgages
  
Domestic  116,359  116,628 116,348 126,677 138,306  122,069 116,359 116,628 116,348 126,677 
Foreign  11,510  9,583 4,206 1,310 2,479  7,073 11,510 9,583 4,206 1,310 


Total gross mortgages
  127,869  126,211 120,554 127,987 140,785  129,142 127,869 126,211 120,554 127,987 


Mortgages
  
Residential  108,779  101,969 96,181 91,408 106,093  110,239 108,779 101,969 96,181 91,408 
Commercial  19,090  24,242 24,373 36,579 34,692  18,903 19,090 24,242 24,373 36,579 


Total gross mortgages
  127,869  126,211 120,554 127,987 140,785  129,142 127,869 126,211 120,554 127,987 


Due from Banks and Loan Maturities (gross)

The following table discloses due from banks and loans by maturity at 31 December 2002.2003. The determination of maturities is based on contract terms. Information on interest rate sensitivities can be found in Note 29 to the UBS Group Financial Statements.

                             
CHF million Within 1 year 1 to 5 years Over 5 years Total  Within 1 year 1 to 5 years Over 5 years Total 


Domestic
  
Banks 969 60 0  1,029  619 0 0 619 
Mortgages 57,875 55,676 2,808  116,359  56,604 58,666 6,799 122,069 
Other loans 24,905 7,534 1,777  34,216  21,695 6,528 1,463 29,686 


Total domestic
 83,749 63,270 4,585  151,604  78,918 65,194 8,262 152,374 


Foreign
  
Banks 31,285 373 224  31,882  29,587 1,382 436 31,405 
Mortgages 10,711 688 111  11,510  6,287 732 54 7,073 
Other loans 52,447 1,492 435  54,374  54,220 2,419 716 57,355 


Total foreign
 94,443 2,553 770  97,766  90,094 4,533 1,206 95,833 


Total gross loans
 178,192 65,823 5,355  249,370 
Total gross
 169,012 69,727 9,468 248,207 


208At 31 December 2003, the total amount of due from banks and loans due after one year granted at fixed and floating rates are as follows:

             
CHF million 1 to 5 years  Over 5 years  Total 
 
Fixed rate loans  67,134   8,856   75,990 
Adjustable or floating rate loans  2,593   612   3,205 
 
Total
  69,727   9,468   79,195 
 



212


D — Information Required by Industry Guide 3 (continued)

D – Information Required by Industry Guide 3 (continued)

Impaired, Non-performing and Restructured Loans



A loan (included in due from banks and loans) is classified as impaired if the book value of the claim exceeds the present value of the cash flows actually expected in future periods interest payments, scheduled principal repayments, or other payments due (for example on derivative transactions)guarantees), and including liquidation of collateral where available. Impaired obligations are thus obligationsWithin this category, we further classify loans as non-performing where losses are foreseeable. An allowance for credit losspayment of interest, principal or fees is then made with respect to the loan in question. Impaired loans include non-performing loans, for which the contractual payments of principal, interest or commission are overdue by more than 90 days. When loans are classifieddays or – as non-performing, the recognition of interestrequired by Swiss regulatory guidelines as at 31 December 2003 – when insolvency proceedings have commenced or commission income ceases according to the original terms of the loan agreement. Allowances are provided for non-performing

obligations have been restructured on concessionary terms.

loans to reflect their net estimated recoverable amount.

     The gross interest income that would have been recorded on non-performing loans was CHF 201171 million for domestic loans and CHF 23 million for foreign loans for the year ended 31 December 2003, CHF 148 million for domes-

tic loans and CHF 53 million for foreign loans for the year ended 31 December 2002, CHF 336 million for all non-performing loans for the year ended 31 December 2001 and CHF 182 million for all non-performing loans for the year ended 31 December 2000. The amount of interest income that was included in net income for those loans was CHF 174163 million for domestic loans and CHF 8 million for foreign loans for the year ended 31 December 2003, CHF 152 million for domestic loans and CHF 22 million for foreign loans for the year ended 31 December 2002 and CHF 201 million for all non-performing loans for the year ended 31 December 2001. There was no interest income recorded in net income for non-performing loans in 2000. The table below provides an analysis of the Group’s non-performing loans, for further information see the UBS Handbook 2002/2003.2003 / 2004.




                     
CHF million 31.12.02  31.12.01  31.12.00  31.12.99  31.12.98 

Non-performing loans:                    
Domestic  4,609   6,531   7,588   11,435   14,023 
Foreign  1,420   2,108   2,864   1,638   2,091 

Total non-performing loans
  6,029   8,639   10,452   13,073   16,114 

Foreign restructured loans1
          179   287   449 

                     
CHF million 31.12.03  31.12.02  31.12.01  31.12.00  31.12.99 
 
Non-performing due from banks and loans:                    
Domestic  4,012   4,609   6,531   7,588   11,435 
Foreign  947   1,420   2,108   2,864   1,638 
 
Total non-performing due from banks and loans
  4,959   6,029   8,639   10,452   13,073 
 
Foreign restructured due from banks and loans1
              179   287 
 
1 Include only performing foreign restructured loans. UBS does not, as a matter of policy, typically restructure loans to accrue interest at rates different from the original contractual terms or reduce the principal amount of loans. Instead, specific loan allowances are established as necessary. Unrecognized interest related to foreign restructured loans was not material to the results of operations during these periods.


 

In addition to the non-performing due from banks and loans shown above, the Group had CHF 2,647 million, CHF 4,336 million, CHF 5,990 million, CHF 8,042 million and CHF 9,383 million in “other impaired loans” for the years ended 31 December 2003, 2002, 2001, 2000 and 1999, respectively. TheseFor the years ended 31 December 2002, 2001, 2000 and 1999, respectively, these are loans that are current,

or less than

90 days in arrears, with respect to payment of principal or interest; and for the year ended 31 December 2003, these are loans not considered “non-performing” in accordance with Swiss regulatory guidelines, however, the Group’s credit officers have expressed doubts as to the ability of the borrowers to repay the loans. As at 31 December 20022003 specific allowances of CHF 1,407991 million had been established against these loans.



209213


Additional Disclosure Required
under SEC Regulations

D — Information Required by Industry Guide 3 (continued)
D – Information Required by Industry Guide 3 (continued)

Cross-Border Outstandings



Cross-border outstandings consist of general banking products such as loans (including unutilized commitments) and deposits with third parties, credit equivalents of over the counter (OTC) derivatives and repurchase agreements, and the market value of the inventory of securities. Outstandings are monitored and reported on an ongoing basis by the credit risk management and control organization with a dedicated country risk information system. With the exception of the 32 most developed economies, these exposures are rigorously limited.

     Claims that are secured by third-party guarantees are recorded against the guarantor’s country of domicile. Outstandings that are secured by collateral are recorded against the country where

the asset could be liquidated. This follows the “Guidelines for the Management of Country Risk”, which are applicable to all banks that are supervised by the Swiss Federal Banking Commission.

     The following tables list those countries for which cross-border outstandings exceeded 0.75% of total assets at 31 December 2003, 2002 2001 and 2000.2001. At 31 December 2002,2003, there were no outstandings that exceeded 0.75% of total assets in any country currently facing liquidity problems that the Group expects would materially affect the country’s ability to service its obligations.

     For more information on cross-border exposure, see the UBS Handbook 2002/2003.2003 / 2004.



210214


D — Information Required by Industry Guide 3 (continued)

D — Information Required by Industry Guide 3 (continued)

                         
  31.12.03
  Banking products Traded  Tradable      % of total 
CHF million Banks  Non-banks  products1  assets2  Total  assets 
 
United States  916  288   17,470  108,050  126,724  9.1
Italy  1,041  967   8,714  14,547  25,269  1.8
Germany  1,928  3,814  13,307  5,605  24,654  1.8
United Kingdom  4,223  525   4,374  11,112  20,234  1.5
France  441  1,505  4,450  8,320  14,716  1.1
Japan  7  300   1,622  11,548  13,477  1.0
 
                         
  31.12.02
  Banking products Traded  Tradable      % of total 
CHF million Banks  Non-banks  products1  assets2  Total  assets 
 
United States  1,083   698   27,617   95,046   124,444   10.5 
Germany  2,590   4,732   13,101   9,104   29,527   2.5 
Italy  1,139   296   7,229   14,852   23,516   2.0 
United Kingdom  4,161   606   5,437   12,106   22,310   1.9 
France  2,077   1,805   5,710   11,403   20,995   1.8 
Australia  133   535   4,514   6,651   11,833   1.0 
Canada  130   872   4,964   5,115   11,081   0.9 
Japan  312   88   1,766   7,816   9,982   0.8 
Cayman Islands  7   1,175   5,054   3,387   9,623   0.8 
Netherlands  289   1,548   4,110   3,313   9,260   0.8 
 
                         
  31.12.01
  Banking products Traded  Tradable      % of total 
CHF million Banks  Non-banks  products1  assets2  Total  assets 
 
United States  2,360   1,284   31,129   114,615   149,388   11.9 
United Kingdom  2,483   543   9,128   27,754   39,908   3.2 
Germany  3,605   6,395   11,962   11,755   33,717   2.7 
Japan  640   770   4,442   22,995   28,847   2.3 
Italy  1,086   498   11,628   11,180   24,392   1.9 
France  159   2,043   4,114   8,052   14,368   1.1 
Canada  114   950   5,220   8,038   14,322   1.1 
Netherlands  1,834   2,414   6,126   3,110   13,484   1.1 
 
                         
  31.12.00 
  
 
  Banking products              
  
              
          Traded  Tradable      % of total 
CHF million Banks  Non-banks  products1  assets2  Total  assets 

United States  1,826   958   21,796   64,077   88,657   8.2 
Japan  123   895   6,378   58,779   66,175   6.1 
United Kingdom  1,795   1,224   9,037   22,440   34,496   3.2 
Germany  2,686   3,720   13,198   5,085   24,689   2.3 
Italy  1,293   931   3,629   9,700   15,553   1.4 
France  1,085   1,900   3,956   5,987   12,928   1.2 
Netherlands  910   1,480   6,092   3,803   12,285   1.1 
Australia  27   370   3,113   7,508   11,018   1.0 

1Traded products consist of derivative instruments and repurchase agreements. In 2002, 2001 and 2000 unsecured OTC derivatives exposure is reported based on the Potential Credit Exposure measurement methodology and is therefore not directly comparable to the exposures in the prior years, which were measured based on Gross Replacement Values plus Add-on.  2Tradable assets consist of equity and fixed income financial instruments held for trading purposes, which are marked to market on a daily basis and private equity investments at the lower of book or market value.



211215


Additional Disclosure Required
under SEC Regulations

D — Information Required by Industry Guide 3 (continued)
D — Information Required by Industry Guide 3 (continued)

Summary of Movements in Allowances and Provisions for Credit Losses

The following table provides an analysis of movements in allowances and provisions for credit losses.

     As a result of Swiss bankruptcy laws, banks write-offwrite off loans against allowances only upon final settlement of bankruptcy proceedings, the sale of the underlying assets and/and / or in case of debt forgiveness. Under Swiss law, a creditor can continue to collect from a debtor who has emerged from bankruptcy, unless the debt has been forgiven through a formal agreement.
                               
CHF million 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Balance at beginning of year
  8,218  10,581 13,398 14,978 16,213   5,621 8,218 10,581 13,398 14,978 
Write-offs
 
Write offs
 
Domestic
  
Banks  0  0 0  (4)  (2) 0 0 0 0  (4)
Construction  (148)  (248)  (261)  (296)  (228)  (73)  (148)  (248)  (261)  (296)
Financial institutions  (103)  (51)  (178)  (92)  (66)  (37)  (103)  (51)  (178)  (92)
Hotels and restaurants  (48)  (52)  (193)  (137)  (98)  (57)  (48)  (52)  (193)  (137)
Manufacturing1
  (275)  (109)  (264)  (242)  (214)  (121)  (275)  (109)  (264)  (242)
Private households  (536)  (1,297)  (640)  (598)  (534)  (262)  (536)  (1,297)  (640)  (598)
Public authorities  0  0 0 0  (2)  (18) 0 0 0 0 
Real estate and rentals  (357)  (317)  (729)  (823)  (610)  (206)  (357)  (317)  (729)  (823)
Retail and wholesale  (101)  (115)  (160)  (210)  (178)  (67)  (101)  (115)  (160)  (210)
Services2
  (155)  (93)  (227)  (315)  (116)  (111)  (155)  (93)  (227)  (315)
Other3
  (49)  (46)  (30)  (41)  (15)  (43)  (49)  (46)  (30)  (41)


Total domestic write-offs
  (1,772)  (2,328)  (2,682)  (2,758)  (2,063)
Total domestic write offs
  (995)  (1,772)  (2,328)  (2,682)  (2,758)


Foreign4
  
Banks  (49)  (24)  (15)   (17)  (49)  (24)  (15) 
Chemicals  0   (2) 0  0 0  (2) 0 
Construction  0   (10)  (13)  0 0  (10)  (13) 
Electricity, gas and water supply  (36)  (63)  (3)  0  (36)  (63)  (3) 
Financial institutions  (228)  (74)  (33)   (112)  (228)  (74)  (33) 
Manufacturing5
  (70)  (119)  (11)   (77)  (70)  (119)  (11) 
Mining  (1)  (304) 0   (15)  (1)  (304) 0 
Private households  (65)  (5) 0   (11)  (65)  (5) 0 
Public authorities  (1) 0  (4)  0  (1) 0  (4) 
Real estate and rentals  (2)  (1) 0   (1)  (2)  (1) 0 
Retail and wholesale  (10) 0  (160)   (76)  (10) 0  (160) 
Services  (39)  (30)  (8)   (25)  (39)  (30)  (8) 
Transport, storage and communication  (74) 0  (11)   (24)  (74) 0  (11) 
Other6
  (189)  (48)  (55)   (83)  (189)  (48)  (55) 


Total foreign write-offs
  (764)  (680)  (313)  (517)  (261)
Total foreign write offs
  (441)  (764)  (680)  (313)  (517)


Total write-offs
  (2,536)  (3,008)  (2,995)  (3,275)  (2,324)
Total write offs
  (1,436)  (2,536)  (3,008)  (2,995)  (3,275)


Recoveries
  
Domestic  43  58 124 54 59  49 43 58 124 54 
Foreign  27  23 39 11 0  38 27 23 39 11 


Total recoveries
  70  81 163 65 59  87 70 81 163 65 


Net write-offs
  (2,466)  (2,927)  (2,832)  (3,210)  (2,265)
Net write offs
  (1,349)  (2,466)  (2,927)  (2,832)  (3,210)


Credit loss expense/(recovery)  206  498  (130) 956 951 
Credit loss expense / (recovery)  116 206 498  (130) 956 
Other adjustments7
  (337) 66 145 674 79   (62)  (337) 66 145 674 


Balance at end of year
  5,621  8,218 10,581 13,398 14,978   4,326 5,621 8,218 10,581 13,398 


1Includes chemicals, food and beverages.  2Includes transportation, communication, health and social work, education and other social and personal service activities.  3Includes mining and electricity, gas and water supply.  4For years prior to 2000,1999, no detailed industry classifications are available.  5Includes food and beverages.  6Includes hotels and restaurants.  7See the following table for details.



212216


D — Information Required by Industry Guide 3 (continued)

Summary of Movements in Allowances and Provisions for Credit Losses (continued)

                                    
CHF million 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Doubtful interest  0  0 182 409 423  0 0 0 182 409 
Net foreign exchange  (269) 44 23 351  (98)  (57)  (269) 44 23 351 
Subsidiaries sold and other  (68) 22  (60)  (86)  (246)  (5)  (68) 22  (60)  (86)


Total adjustments
  (337) 66 145 674 79   (62)  (337) 66 145 674 




213217


Additional Disclosure Required
under SEC Regulations

 

D — Information Required by Industry Guide 3 (continued)
D — Information Required by Industry Guide 3 (continued)

Allocation of the Allowances and Provisions for Credit Losses (continued)

The following table provides an analysis of the allocation of the allowances and provisions for credit losslosses by industry sectors and geographic location at 31 December 2003, 2002, 2001, 2000 1999 and 1998.1999. For a description of procedures with respect to allowances and provisions for credit losses, see the UBS Handbook 2002/2003.2003 / 2004.

                                   
CHF million 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Domestic
  
Banks  10  34 0 41 49  10 10 34 0 41 
Construction  265  467 843 1,247 1,671   158 265 467 843 1,247 
Financial institutions  89  262 328 342 668   137 89 262 328 342 
Hotels and restaurants  286  346 454 690 657   214 286 346 454 690 
Manufacturing1
  458  722 863 1,223 1,331   327 458 722 863 �� 1,223 
Private households  750  1,082 1,570 2,350 2,741   511 750 1,082 1,570 2,350 
Public authorities  39  37 0 40 107  9 39 37 0 40 
Real estate and rentals  577  1,067 1,635 2,696 3,333   383 577 1,067 1,635 2,696 
Retail and wholesale  315  395 629 779 825   201 315 395 629 779 
Services2
  470  448 419 934 766   549 470 448 419 934 
Other3
  315  165 413 141 71   241 315 165 413 141 


Total domestic
  3,574  5,025 7,154 10,483 12,219   2,740 3,574 5,025 7,154 10,483 


Foreign4
  
Banks5
  24  39 32   256 24 39 32 
Chemicals  5  5 0  5 5 5 0 
Construction  6  0 11  0 6 0 11 
Electricity, gas and water supply  96  88 107  0 96 88 107 
Financial institutions  153  420 262   168 153 420 262 
Manufacturing6
  314  653 547   359 314 653 547 
Mining  148  169 586  19 148 169 586 
Private households  58  103 72  48 58 103 72 
Public authorities  0  0 0  69 0 0 0 
Real estate and rentals  6  9 82  7 6 9 82 
Retail and wholesale  13  0 41  51 13 0 41 
Services  262  414 126  32 262 414 126 
Transport, storage and communication  144  45 2   195 144 45 2 
Other7
  82  242 267  91 82 242 267 


Total foreign, net of country provisions
  1,311  2,187 2,135 1,539 1,309   1,300 1,311 2,187 2,135 1,539 


Country provisions  736  1,006 1,292 1,376 1,450   286 736 1,006 1,292 1,376 


Total foreign8
  2,047  3,193 3,427 2,915 2,759   1,586 2,047 3,193 3,427 2,915 


Total allowances and provisions for credit losses
  5,621  8,218 10,581 13,398 14,978   4,326 5,621 8,218 10,581 13,398 


1Includes chemicals, food and beverages.  2Includes transportation, communication, health and social work, education and other social and personal service activities.  3Includes mining and electricity, gas and water supply.  4For years prior to 2000,1999, no detailed industry classifications are available.  5Counterparty allowances and provisions only. Country provisions with banking counterparties amounting to CHF 40991 million are disclosed under country provisions.  6Includes food and beverages.  7Includes hotels and restaurants.  8The 2003, 2002, 2001, 2000 1999 and 19981999 amounts include CHF 290 million, CHF 366 million, CHF 305 million, CHF 54 million CHF 149 million and CHF 435149 million respectively of provisions and for unused commitments and contingent liabilities.



214218


D — Information Required by Industry Guide 3 (continued)

D — Information Required by Industry Guide 3 (continued)

Due from Bank and Loans by industry sectorIndustry Sector (gross)

The following table presents the percentage of loans in each industry sector and geographic location to total loans. This table can be read in conjunction with the preceding table showing the breakdown of the allowances and provisions for credit losses by industry sectors to evaluate the credit risks in each of the categories.

                                    
in % 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Domestic
  
Banks  0.4  0.6 1.0 2.1 1.4   0.2 0.4 0.6 1.0 2.1 
Construction  1.1  1.3 1.7 2.4 2.4   0.9 1.1 1.3 1.7 2.4 
Financial institutions  1.7  2.2 2.0 3.4 3.1   1.6 1.7 2.2 2.0 3.4 
Hotels and restaurants  1.1  1.1 1.2 1.5 1.2   1.0 1.1 1.1 1.2 1.5 
Manufacturing1
  2.9  3.3 3.4 4.1 4.1   2.6 2.9 3.3 3.4 4.1 
Private households  38.2  35.8 32.2 33.8 29.5   41.2 38.2 35.8 32.2 33.8 
Public authorities  2.2  2.0 2.0 1.9 1.8   2.1 2.2 2.0 2.0 1.9 
Real estate and rentals  5.5  5.7 5.9 7.1 6.4   5.0 5.5 5.7 5.9 7.1 
Retail and wholesale  2.9  3.3 3.4 3.9 2.7   2.4 2.9 3.3 3.4 3.9 
Services2
  4.1  4.6 4.1 5.3 3.5   3.8 4.1 4.6 4.1 5.3 
Other3
  0.7  0.8 1.0 0.7 0.5   0.6 0.7 0.8 1.0 0.7 


Total domestic
  60.8  60.7 57.9 66.2 56.6   61.4 60.8 60.7 57.9 66.2 


Foreign4
  
Banks  12.8  10.2 9.5 9.0 19.6   12.7 12.8 10.2 9.5 9.0 
Chemicals  0.2  0.4 0.5   0.1 0.2 0.4 0.5 
Construction  0.1  0.1 0.3   0.0 0.1 0.1 0.3 
Electricity, gas and water supply  0.4  0.4 0.6   0.1 0.4 0.4 0.6 
Financial institutions  7.4  5.5 7.2   9.5 7.4 5.5 7.2 
Manufacturing5
  0.9  1.6 1.6   1.0 0.9 1.6 1.6 
Mining  0.3  0.5 0.7   0.4 0.3 0.5 0.7 
Private households  13.3  9.8 10.4   8.5 13.3 9.8 10.4 
Public authorities  1.1  2.5 4.1   0.5 1.1 2.5 4.1 
Real estate and rentals  0.2  3.9 1.8   0.2 0.2 3.9 1.8 
Retail and wholesale  0.5  0.7 0.7   0.8 0.5 0.7 0.7 
Services  0.7  1.8 0.6   3.2 0.7 1.8 0.6 
Transport, storage and communication  0.3  0.8 0.3   1.5 0.3 0.8 0.3 
Other6
  1.0  1.1 3.8 24.8 23.8   0.1 1.0 1.1 3.8 24.8 


Total foreign
  39.2  39.3 42.1 33.8 43.4   38.6 39.2 39.3 42.1 33.8 


Total gross loans
  100.0  100.0 100.0 100.0 100.0 
Total gross
  100.0 100.0 100.0 100.0 100.0 


1Includes chemicals, food and beverages.  2Includes transportation, communication, health and social work, education and other social and personal service activities.  3Includes mining and electricity, gas and water supply.  4For the years prior to 2000,1999, no detailed industry classifications are available.  5Includes food and beverages.  6Includes hotels and restaurants.



215219


Additional Disclosure Required
under SEC Regulations

D — Information Required by Industry Guide 3 (continued)
D — Information Required by Industry Guide 3 (continued)

Loss History Statistics

The following is a summary of the Group’s loan loss history.history (relating to due from banks and loans).

                                     
CHF million, except where indicatedCHF million, except where indicated 31.12.02 31.12.01 31.12.00 31.12.99 31.12.98  31.12.03 31.12.02 31.12.01 31.12.00 31.12.99 


Gross loansGross loans  249,370  261,984 284,516 278,014 330,964   248,207 249,370 261,984 284,516 278,014 
Impaired loansImpaired loans  10,365  14,629 18,494 22,456 26,447   7,606 10,365 14,629 18,494 22,456 
Non-performing loansNon-performing loans  6,029  8,639 10,452 13,073 16,114   4,959 6,029 8,639 10,452 13,073 
Allowances and provisions for credit lossesAllowances and provisions for credit losses  5,621  8,218 10,581 13,398 14,978   4,326 5,621 8,218 10,581 13,398 
Net write-offs  2,466  2,927 2,832 3,210 2,265 
Credit loss expense/(recovery)  206  498  (130) 956 951 
Net write offs  1,349 2,466 2,927 2,832 3,210 
Credit loss expense / (recovery)  116 206 498  (130) 956 


Ratios
Ratios
  
Impaired loans as a percentage of gross loansImpaired loans as a percentage of gross loans  4.2  5.6 6.5 8.1 8.0   3.1 4.2 5.6 6.5 8.1 
Non-performing loans as a percentage of gross loansNon-performing loans as a percentage of gross loans  2.4  3.3 3.7 4.7 4.9   2.0 2.4 3.3 3.7 4.7 
Allowances and provisions for credit losses as a percentage of: 
Gross loans  2.3  3.1 3.7 4.8 4.5 
Impaired loans  54.2  56.2 57.2 59.7 56.6 
Non-performing loans  93.2  95.1 101.2 102.5 93.0 
Allowance and provisions for credit losses as a percentage of: 
Gross loans  1.7 2.3 3.1 3.7 4.8 
Impaired loans  56.9 54.2 56.2 57.2 59.7 
Non-performing loans  87.2 93.2 95.1 101.2 102.5 
Allocated allowances as a percentage of impaired loans1
Allocated allowances as a percentage of impaired loans1
  47.2  49.9 52.4 55.5 51.4   50.0 47.2 49.9 52.4 55.5 
Allocated allowances as a percentage of non-performing loans2
Allocated allowances as a percentage of non-performing loans2
  57.8  62.2 60.63 66.3 62.1   56.8 57.8 62.2 60.6 66.3 
Net write-offs as a percentage of: 
Net write offs as a percentage of: 
Gross loans  0.5 1.0 1.1 1.0 1.2 
Average loans outstanding during the period  0.6 1.1 1.2 1.1 1.2 
Allowance and provisions for credit losses  31.2 43.9 35.6 26.8 24.0 
Allowance and provisions for credit losses as a multiple of net write offs  3.21 2.28 2.81 3.74 4.17 
Gross loans  1.0  1.1 1.0 1.2 0.7 
Average loans outstanding during the period  1.1  1.2 1.1 1.2 0.8 
Allowances and provisions for credit losses  43.9  35.6 26.8 24.0 15.1 
Allowances and provisions for credit losses as multiple of net write-offs  2.28  2.81 3.74 4.17 6.61 

1Allowances relating to impaired loans only. 2Allowances relating to non-performing loans only.331 December 2000 figure has been restated to account for an overallocation of allowances to non-performing loans.



216220


Cautionary statement regarding forward-looking statements
This communication contains statements that constitute “forward-looking statements”, including, but not limited to, statements relating to the implementation of strategic initiatives, such as the implementation of the European wealth management strategy, expansion of our corporate finance presence in the US and worldwide, and other statements relating to our future business development and economic performance. While these forward-looking statements represent our judgments and future expectations concerning the development of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, (1) general market, macro-economic, governmental and regulatory trends, (2) movements in local and international securities markets, currency exchange rates and interest rates, (3) competitive pressures, (4) technological developments, (5) changes in the financial position or credit-worthiness of our customers, obligors and counterparties and developments in the markets in which they operate, (6) legislative developments, (7) management changes and changes to our business group structure in 2001, 2002 and 2003 and (8) other key factors that we have indicated could adversely affect our business and financial performance which are contained in other parts of this document and in our past and future filings and reports, including those filed with the SEC. More detailed information about those factors is set forth elsewhere in this document and in documents furnished by UBS and filings made by UBS with the SEC, including UBS’s Annual Report on Form 20-F for the year ended 31 December 2003. UBS is not under any obligation to (and expressly disclaims any such obligations to) update or alter its forward-looking statements whether as a result of new information, future events, or otherwise.
Imprint
Publisher/Copyright: UBS AG, Switzerland
Languages: English, German. SAP-No. 80531E-0401



(UBS LOGO)

Contents
UBS AG
P.O. Box, CH-8098 Zurich
P.O. Box, CH-4002 Basel
www.ubs.com

Profile


     (UBS LOGO)


       Handbook 2003/2004 U.S. Version

(UBS COVER GRAPHIC)




Introduction

     
  1 
2
3
4
6
  27 
8
16
  317 
Our18
27
31
38
42
  445 
Sources of Information about UBS46
50
67
  575
76
77
79
81
87
91
96
98
99
102
104
107
110
113 
     
9
Strategy, Structure and History10
The Business Groups21
UBS Wealth Management & Business Banking22
UBS Global Asset Management34
UBS Warburg38
UBS PaineWebber45
Corporate Center50
Capital and Risk Management53
Risk Management and Control54
Risk Analysis59
Group Treasury78
Corporate Governance89
Introduction and Principles90
Group Structure and Shareholders91
Capital Structure93
Board of Directors95
Group Executive Board101
Compensation, Shareholdings and Loans104
Shareholders’ Participation Rights109
Change of Control and Defensive Measures111
Auditors112
Information Policy:
UBS Financial Disclosure Principles114
Regulation and Supervision  117 
Compliance with NYSE Listing Standards on
Corporate Governance
  121118 
Group Managing Board  124
Corporate Responsibility127
UBS Share Information133
The Global Registered Share134
UBS Share 2002136120 

Introduction

This is the thirdfourth annual edition of the UBS Groupour Handbook.

The Handbook describes the UBS Group: itsIn it, we describe ourselves – our strategy, organization, and businesses. It outlinesWe outline the principles by which the Group manageswe manage risk, and reportsreport on last year’s developments in 2002 for theour credit risk, market risk, and treasury management areas.

The Handbook extensivelyalso discusses the Group’sour corporate governance arrangements and itsour relationships with regulators and shareholders, along withwhile providing detailed facts aboutinformation on the UBS share.

TheYou should read the Handbook should be read in conjunction with the other information published by UBS, as described on page 5 and 6.4.

We sincerely hope that you will find the information in our reporting documentsannual reports useful and informative. We believe that UBS is amongone of the leaders in corporate disclosure, butand we would be very interested to hear your views on how we might improve the content, information and presentation of our information portfolio.the reporting products we publish.

Mark Branson
Chief Communication Officer
UBS AG



1


Introduction



UBS Financial Highlights

1Operating expenses / operating income less credit loss expense or recovery.
2For EPS calculation, see Note 8 to the Financial Statements of the Financial Report 2003.
3Net profit / average shareholders’ equity less dividends.
4Includes hybrid Tier 1 capital, please refer to Note 29 in the Notes to the Financial Statements of the Financial Report 2003.
5See the Capital strength section on page 74.
Throughout this report, 2001 and 2002 segment results have been restated to reflect the transfer of the Private Banks & GAM to Corporate Center.
                 
CHF million, except where indicated             % change from 
For the year ended 31.12.03  31.12.02  31.12.01  31.12.02 
 
Income statement key figures
                
Operating income  33,972   34,121   37,114   0 
Operating expenses  25,624   29,577   30,396   (13)
Operating profit before tax  8,348   4,544   6,718   84 
Net profit  6,385   3,535   4,973   81 
Cost / income ratio (%)1
  75.2   86.2   80.8     
 
Per share data (CHF)
                
Basic earnings per share2
  5.72   2.92   3.93   96 
Diluted earnings per share2
  5.61   2.87   3.78   95 
 
Return on shareholders’ equity (%)3
  18.2   8.9   11.7     
 
                 
CHF million, except where indicated             % change from 
As at 31.12.03  31.12.02  31.12.01  31.12.02 
 
Balance sheet key figures
                
Total assets  1,386,000   1,181,118   1,253,297   17 
Shareholders’ equity  35,446   38,991   43,530   (9)
 
Market capitalization
  95,401   79,448   105,475   20 
 
BIS capital ratios
                
Tier 1 (%)4
  11.8   11.3   11.6     
Total BIS (%)  13.3   13.8   14.8     
Risk-weighted assets  251,901   238,790   253,735   5 
 
Invested assets (CHF billion)
  2,209   2,037   2,448   8 
 
Headcount (full-time equivalents)
                
Switzerland  26,662   27,972   29,163   (5)
Europe (excluding Switzerland)  9,906   10,009   9,650   (1)
Americas  25,511   27,350   27,463   (7)
Asia Pacific  3,850   3,730   3,709   3 
Total  65,929   69,061   69,985   (5)
 
Long-term ratings5
                
Fitch, London AA+  AAA  AAA     
Moody’s, New York Aa2  Aa2  Aa2     
Standard & Poor’s, New York AA+  AA+  AA+     
 


12


Profile
   
  Introduction

  

UBS Group Financial Highlights

1 Operating expenses/operating income before credit loss expense.
2 Excludes the amortization of goodwill and other intangible assets.
3 For EPS calculation, see Note 8 to the Financial Statements.
4 Net profit/average shareholders’ equity excluding dividends.
5 Includes hybrid Tier 1 capital, please refer to Note 29e in the Notes to the Financial Statements.
6 Klinik Hirslanden was sold on 5 December 2002. The Group headcount does not include the Klinik Hirslanden headcount of 2,450 and 1,839 for 31 December 2001 and 31 December 2000, respectively
7 See the Capital strength section on pages 10 to 11.
8 Details of significant financial events can be found in the Group Financial Review section of the Financial Report 2002.
The segment results have been restated to reflect the new Business Group structure and associated management accounting changes implemented during 2002.
All results presented include PaineWebber from the date of acquisition, 3 November 2000.
                 
CHF million, except where indicated             % change from 
For the year ended 31.12.02  31.12.01  31.12.00  31.12.01 

Income statement key figures                
Operating income  34,121   37,114   36,402   (8)
Operating expenses  29,577   30,396   26,203   (3)
Operating profit before tax  4,544   6,718   10,199   (32)
Net profit  3,535   4,973   7,792   (29)
Cost/income ratio (%)1  86.2   80.8   72.2     
Cost/income ratio before goodwill(%)1, 2  79.0   77.3   70.4     

Per share data (CHF)                
Basic earnings per share3  2.92   3.93   6.44   (26)
Basic earnings per share before goodwill2, 3  4.73   4.97   7.00   (5)
Diluted earnings per share3  2.87   3.78   6.35   (24)
Diluted earnings per share before goodwill2, 3  4.65   4.81   6.89   (3)

Return on shareholders’ equity (%)                
Return on shareholders’ equity4  8.9   11.7   21.5     
Return on shareholders’ equity before goodwill2, 4  14.4   14.8   23.4     

 
CHF million, except where indicated             % change from 
As at 31.12.02  31.12.01  31.12.00  31.12.01 

Balance sheet key figures                
Total assets  1,181,118   1,253,297   1,087,552   (6)
Shareholders’ equity  38,991   43,530   44,833   (10)

Market capitalization  79,448   105,475   112,666   (25)

BIS capital ratios
Tier 1 (%)5
  11.3   11.6   11.7     
Total BIS (%)  13.8   14.8   15.7     
Risk-weighted assets  238,790   253,735   273,290   (6)

Invested assets (CHF billion)  2,037   2,448   2,445   (17)

Headcount (full-time equivalents)  69,061   69,9856  71,0766  (1)

Long-term ratings7                
Fitch, London  AAA   AAA   AAA     
Moody’s, New York  Aa2   Aa2   Aa1     
Standard & Poor’s, New York  AA+   AA+   AA+     

Earnings adjusted for significant financial events and pre-goodwill2, 8

                 
CHF million, except where indicated             % change from 
For the year ended 31.12.02  31.12.01  31.12.00  31.12.01 

Operating income  33,894   37,114   36,402   (9)
Operating expenses  27,117   29,073   25,096   (7)
Operating profit before tax  6,777   8,041   11,306   (16)
Net profit  5,529   6,296   8,799   (12)

Cost/income ratio (%)1  79.5   77.3   69.2     
Basic earnings per share (CHF)3  4.57   4.97   7.28   (8)
Diluted earnings per share (CHF)3  4.50   4.81   7.17   (6)

Return on shareholders’ equity (%)4  13.9   14.8   24.3     


2


The UBS Group




at a Glance

 

UBS is one of the world’s leading financial firms, serving a discerning global client base. We combineAs an organization, it combines financial strength with a global culture that embraces change. We are the world’s leading provider of wealth management services and one of the largest asset managers globally. In the investment banking and securities businesses, we are among the select bracket of major global houses. In Switzerland, we are the clear market leader serving corporate and retail clients. As an integrated firm, we createUBS creates added value for our clients by drawing on the combined resources and expertise of all ourits businesses.

Our first priority

     UBS is always our clients’ successpresent in all major financial centers worldwide, with offices in 50 countries. UBS employs 65,929 people, 40% of whom are located in Switzerland, 39% in the Americas, 15% in Europe and we put advice at6% in Asia Pacific.
     UBS is one of the heart of our relationships with them. We aim to takebest-capitalized financial institutions in the time to understand the unique needs and goals of each of our clients. Our priority is to provide premium quality services to our clients, giving them the best possible choice by supplementing best-in-class solutions we develop ourselvesworld, with a quality-screened selectionBIS Tier 1 ratio of products from others.

With head offices in Zurich11.8%, invested assets of CHF 2.2 trillion, shareholders’ equity of CHF 35.4 billion and Basel, and more than 69,000 employees, we operate in over 50 countries and from all major international financial centers. Our global physical presence is complemented by our strategymarket capitalization of offering clients products and services via a variety of different channels — from the traditional retail bank branch to sophisticated, interactive online tools, helping us to deliver our services more quickly, widely and cost-effectively than ever before.

CHF 95.4 billion on 31 December 2003.


Businesses

3


Profile

Our Business Groups




All our Business Groups are in the top echelons of their sectors globally and are committed to vigorously growing their franchises.

UBS Wealth Management & Business Bankingmanagement

UBS Wealth Management & Business Banking is the world’s leading wealth management businessbusiness. In the US, it is one of the biggest private client businesses with a client base of nearly 2 million investors. Its American network of 7,766 financial advisors manages CHF 634 billion in invested assets and the leading corporateprovides sophisticated services through consultative relationships with affluent and retail bank in Switzerland. Almost 3,300high net worth clients. UBS also has more than 140 years of private banking client advisors, working from officesexperience around the world, with an extensive global network of 168 offices and CHF 701 billion in invested assets. Some 3,300 client advisors provide a comprehensive range of in-house and third party products and services customized for wealthy individuals. The Business Banking unit, holding roughly a quarter of the Swiss lending market, offers comprehensiveindividuals, ranging from asset management to estate planning and from corporate finance to art banking.

Investment banking and securities services for 3.5 million individuals and 180,000 corporate clients in Switzerland as well as 5,000 financial institutions worldwide.

UBS Global Asset Management

UBS Global Asset Management is a leading institutional asset manager and mutual fund provider, with invested assets of CHF 557 billion. It offers a broad range of asset management services and products for institutional clients and financial intermediaries across the world.

UBS Warburg

UBS Warburg is a global investment banking and securities firm.firm with a strong institutional and corporate client franchise. Consistently placingplaced in the top tiertiers of major industry rankings, it is a leading player in the global primary and secondary markets for equity, equity-linked and fixed incomeequity derivative products. In investment banking, it provides first-class advice and execution capabilities to its corporate client base worldwide. SharplyIn fixed income, it is a first-rate global player. In foreign exchange, it places first in many key industry rankings. All its businesses are sharply client-focused, it providesproviding innovative products, top-quality research and comprehensive access to the world’s capital markets for itsmarkets.

Asset management

UBS is a leading asset manager with invested assets of CHF 574 billion. It provides investment management solutions to private clients, financial intermediaries and institutional investors across the world.

Swiss corporate and institutionalindividual clients and for the rest of UBS.

UBS PaineWebber

UBS PaineWebber is the fourth largest private client business in the US, withholds roughly a client base of over 2 million private investors — focused on the most affluent in the country. Its network of almost 9,000 financial advisors manage CHF 584 billion in invested assets and provide sophisticated wealth management services to their clients.

Corporate Center

The rolequarter of the Swiss lending market, offering comprehensive banking and securities services for 3.5 million individual and 150,000 clients in Switzerland.

Corporate Center

The Corporate Center is to ensure thatpartners with the Business Groups, operateensuring that the firm operates as a coherent and effectiveintegrated whole in alignment with UBS’s overall corporate goals. The scopea common vision and set of Corporate Center’s activities covers financial and capital management, risk management and control, branding, communication, legal advice and human resources management.values.



43


Introduction



Sources of Information about UBS

This Handbook contains a detailed description of UBS, its strategy, its organization and its businesses. You can find out more about UBS from the sources shown below.businesses, as well as our financial management including credit, market and operational risk, our treasury processes, and details of our corporate governance.

 

Publications

This Handbook is available in English and German.
(SAP-R/3 80532-0301) (SAP no. 80532-0401).

Annual Review 20022003

Our Annual Review contains a short description of UBS and our Business Groups, as well as a summary review of our performance in the year 2002.2003. It is available in English, German, French, Italian, Spanish, and Spanish.
(SAP-R/3 80530-0301)Japanese. (SAP no. 80530-0401).

Financial Report 20022003

OurThe Financial Report 2003 contains our audited Financial Statements for the year 20022003 and related detailed analysis. It is available in English and German.
(SAP-R/3 80531-0301) (SAP no. 80531-0401).

Quarterly reports

We provide detailed quarterly financial reporting and analysis, including comment on the progress of our businesses and key strategic initiatives. These quarterly reports are available in English.

How to order reports

Each of these reports is available on the internet at: www.ubs.com/investors, in the “Financials”Financials section. Alternatively, printed copies can be ordered, quoting the SAP number and the language preference where applicable, from UBS AG, Information Center, CA50-XMB, P.O. Box, CH-8098 Zurich, Switzerland.

E-informationInformation tools for investors

Website

Our Investors and Analysts website at www.ubs.com/investors offers a wide range of information about UBS, including our financial reporting, media releases, UBSinformation (including SEC filings), corporate information, share price graphs and data, corporatean event calendar, and dividend infor-

mationinformation and copies of recent presentations given by members of senior management to investors at external conferences.

Our internet-based information is available in English and German, with some sections in French and Italian.Italian as well.

Messenger service

On the Investors and Analysts website, you can register to receive news alerts about UBS via Short Messaging System (SMS) or e-mail. Messages are sent in either English or German and users are able to state their preferences for the themetopics of the alerts received.

Results presentations

Senior management present UBS’s results every quarter. These presentations are broadcast live over the internet, and can be downloaded on demand. The most recent results webcasts can also be found in the “Financials”Financials section of our Investors and Analysts website.

UBS and the environment

ThisThe Handbook 2003/2004 contains a summary of UBS environmental policies as part of the Corporate Responsibility section. More detailed information is available atat: www.ubs.com/environment.



4


Form 20-F and other submissions to the US Securities and Exchange Commission
Introduction

Form 20-F and other submissions to the
US Securities and Exchange Commission

We file periodic reports and submit other information about UBS withto the US Securities and Exchange Commission (SEC). Principal among these filings is the Form 20-F, our Annual Report filed pursuant to the US Securities Exchange Act of 1934.

     Our Form 20-F filing is structured as a “wrap-around”“wraparound” document. Most sections of the filing are satisfied by referring to parts of this


5


Profile




the Handbook 2003/2004 or to parts of thethis Financial Report 2002.2003. However, there is a small amount of additional information in the Form 20-F, which is not presented elsewhere, and is particularly targeted at readers in the US. You are encouraged to refer to this additional disclosure.

     You may read and copy any document that we file with the SEC on the SEC’s website, www.sec.gov, or at the SEC’s public reference room at 450 Fifth Street NW, Washington, DC, 20549. Please call the SEC at 1-800-SEC-0330 (in the US) or at +1 202 942+1-202-942 8088 (outside






the US) for further information on the operation of its public reference room. You may also inspect our SEC reports and other information at the New York Stock Exchange, Inc., 20 Broad Street, New York, NY 10005 and the American Stock Exchange LLC, 86 Trinity Place, New York, NY 10006.10005. Much of this additional information may also be found on the UBS website at www.ubs.com/investors, and copies of documents filed with the SEC may be obtained from UBS’s Investor Relations team, at the addresses shown on the followingnext page.



 








Corporate information

 

Corporate information



The legal and commercial name of the company is UBS AG. The company was formed on 29 June 1998, when Union Bank of Switzerland (founded 1862) and Swiss Bank Corporation (founded 1872) merged to form UBS.

     UBS AG is incorporated and domiciled in Switzerland and operates under Swiss Company Law and Swiss Federal Banking Law as an Aktiengesellschaft, a corporation that has issued shares of common stock to investors.

The addresses and telephone numbers of our

two registered offices and principal places of business are:

Bahnhofstrasse 45, CH-8098 Zurich,
Switzerland, telephonePhone +41-1-234 11 11;
and
Aeschenvorstadt 1, CH-4051 Basel,
Switzerland, telephonePhone +41-61-288 20 20.
UBS AG shares are listed on the SWX Swiss Exchange and traded(traded through the latter’s majority-owned virt-xits trading platform. UBS shares are also listedplatform virt-x), on the New York Stock Exchange and on the Tokyo Stock Exchange.



65


Introduction



Contacts

       

Switchboards
 Zurich +41 1 234 111141-1-234 11 11  
For all general queries. London +44 20 756844-20-7568 0000  
  New York +1 212 8211-212-821 3000  
  Hong Kong +852 2971852-2971 8888  
       

UBS Investor Relations
 Zurich    
Our Investor Relations team supports Hotline:Hotline +41-1-234 41 1 234 410000 UBS AG
institutional, professional Christian Gruetter +41 1 234 436041-1-234 43 60 Investor Relations G41B
and retail investors from offices in Mark HengelCate Lybrook +41 1 234 843941-1-234 22 81 P.O. Box
Zurich and New York. Catherine LybrookOliver Lee +41 1 234 228141-1-234 27 33 CH-8098 Zurich, Switzerland
  Oliver LeeFax +41 1 234 273341-1-234 34 15  
www.ubs.com/investors Fax +41 1 234 3415  
       
  New York    
  Hotline:Hotline +1 212 7131-212-713 3641 UBS Americas Inc.
  Richard FederChristopher McNamee +1 212 713 61421-212-713 3091 Investor Relations
  Christopher McNameeFax +1 212 713 30911-212-713 1381 135 W. 50th Street, 9th10th Floor
  Fax +1 212 713 1381 New York, NY 10020, USA
      
sh-investorrelations@ubs.com
 

UBS Group Media Relations
 Zurich +41 1 23441-1-234 8500 sh-gpr@ubs.com
Our Group Media Relations team supports London +44 20 756744-20-7567 4714 sh-mr-london@ubsw.comubs-media-relations@ubs.com
supports global media and journalists from New York +1 212 7131-212-713 8391 sh-mediarelations-ny@ubsw.commediarelations-ny@ubs.com
from offices in Zurich, London, New York Hong Kong +852 2971852-2971 8200 sh-mediarelations-ap@ubs.com
New York and Hong Kong.      
       
www.ubs.com/media      
 

UBS Shareholder Services
 Hotline +41 1 235 620241-1-235 62 02 UBS AG
UBS Shareholder Services, a unit of Fax +41 1 235 315441-1-235 31 54 Shareholder Services — GUMV
the Company Secretary, is responsible     P.O. Box
for the registration of the Global     CH-8098 Zurich, Switzerland
Registered Shares. It is split into two      
parts — a Swiss register, which is main-     sh-shareholder-service@ubs.comsh-shareholder-services@ubs.com
tained by UBS acting as Swiss transfer
agent, and a US register, which is
maintained by Mellon Investor Service
as US transfer agent (see below).       

US Transfer Agent
 calls from the US +1 866 5411-866-541 9689 c/o Mellon Investor Services
For all Global Registered ShareShare- calls outside the US +1 201 3291-201-329 8451 Overpeck Centre
related queries in the USA. Fax +1-201-296 4801 85 Challenger Road
      Ridgefield Park, NJ 07660, USA
www.melloninvestor.com     
shrrelations@melloninvestor.com
       
 UBS listed its Global Registered Shares on the New York Stock Exchange on 16 May 2000. Prior to that date UBS operated an ADR program. See the Frequently Asked Questions (FAQs) section at www.ubs.com/investors for further details about the UBS share.

76


(Garden scene)

          UBS

8

7


UBS
Strategy, Structure and Culture



(Gray background THE UBS Group)

9


The UBS Group
Strategy, Structure and History

Strategy, Structure and HistoryCulture




OurWe at UBS have an ambitious vision of UBS is– to be recognized as one of the world’s pre-eminentbest global financial firms.services company. We are the world’s largest private bank,wealth and asset manager, while in investment banking and securities trading we are among a select bracket of majorleading global houses. In Switzerland, we are the clear market leader in corporate and retail banking. As anBased on our integrated group,approach, we deliver the whole firm to our clients, giving them added value by drawing on the combined resources and expertise of all our businesses. Every client is a client of UBS, not of an individual business unit. Our first priority is always our clients’ success.

Our vision

We are determined to be recognized as the best global financial services company. We will earn this recognition from clients, shareholders and professionals through our ability to anticipate, learn and shape our future, while always delivering the very best quality in all that we do. We share a common ambition to succeed. Throughout our development as a leading global financial services group, we have evolved a distinct culture of ambition, performance and learning that has enabled us to continually innovate and broaden our expertise. ThroughBy harnessing all of our resources, we developdeliver smart solutions with and for our clients and partners, and enable them to make savvy financial decisions. Our ambitious, performance-driven working atmosphere is what attracts and retains the best talent for our company,in the market, and by growing our client and talent franchises, we add sustainable value for our shareholders.

Our strategic future

Our strategy remains one of growth. In the current economic environment, and after a decade of transformational mergers and acquisitions, we believe that the best way to expand our business is to grow it organically using the internal resources we already have at our disposal. We have the right people, an ideal platform, a sound capital base and the confidence that we can achieve our chosen objectives.
     In the wealth management market, we believe there is a strong secular growth trend in private wealth and a tendency towards a further worldwide concentration of that wealth. We also believe that the investment banking market pos-




Capital strength
Our strategy
In the financial services industry, we are a truly global firm, working with corporate, institutional and private clients around the world. Our strategy focuses on investment banking and securities trading, asset management and wealth management, all on a global scale, as well as retail and business banking in Switzerland. These areas have been our consistent strategic priorities for many years and here we strive to achieve a leading position. This long-term perspective and commitment has helped us to become the successful firm we are today, with a broadly diversified business mix.
     One of the keys to our success is our “one firm” approach. We believe our clients should effortlessly be able to access all the services our firm can provide, where and when they are required, and regardless of what combinations of teams lie behind the solutions. Our clients should

Our financial stability stems from the fact that we are one of the best capitalized banks in the world. We believe that this financial strength is a key part of our value proposition for both our clients and our investors.

     In June 2002, Moody’s reaffirmed UBS’s Aa2 long-term credit rating and commented that “the ratings of UBS AG reflect the group’s leadership position in a number of its core businesses as well as solid financial fundamentals — in particular, resilient revenue generation, improving cost efficiency, low risk appetite and strong core economic capitalization”. At the same time, Moody’s noted that “the sustained

performance of UBS reflects the Group’s strong franchise in each of its core businesses” resulting in broadly-diversified revenue sources.

     In July 2002, Standard & Poor’s reaffirmed its AA+ long-term debt rating for UBS, but revised the outlook to negative, “reflecting the fall in global equity markets, particularly since May”. S&P commented that the AA+ rating reflects “UBS’s strong market positions and franchises across a wide range of private banking and international securities activities, which support solid profitability, strong capitalization, and excellent liquidity”.

(BIS Tier 1 capital ratio)


10


sesses long-term growth opportunities and we will therefore continue to strongly expand in the key US market. An extensive presence in the US is critical to maintaining a strong global position as it accounts for half of the global investment banking fee pool.

     However, a strategy of organic growth does not mean we will become inactive. We will continue to keep options open regarding acquisitions that round out or further balance our business portfolio.
     Our product strategy is to deliver a comprehensive line of top-quality products and advice to individual, institutional and corporate clients. Choice is central to our client offering, with our in-house range of products enhanced by a quality-screened selection of third party products.
     We are committed to attaining scale and scope in all our key businesses as this will enable us to deliver a full spectrum of services efficiently. In order to maintain operational efficiency, we ensure that our processes are streamlined and avoid duplication of activities. Our client philosophy is advice-led, with the quality and expertise of our relationship managers helping us to build long-term and mutually beneficial relationships with our clients.
     We are committed to remaining at the forefront of technology, although we do not believe it

should be pursued solely for its own sake. It is a tool that is an integral component of all our businesses. We use technology to extend our reach to clients and markets we could not previously have accessed, enhancing client service and experience.

     We have a strong and well-managed capital structure and are dedicated to remaining one of the best capitalized financial services firms in the world. We will continue to manage our balance sheet prudently and are committed to the optimization of UBS’s capital structure for the benefit of its shareholders.

Business and management structure

Integrated business model

One of the keys to our success is our integrated business model. We believe our clients should effortlessly be able to access all the services our firm can provide, where and when they are required, and regardless of what combinations of teams lie behind the necessary solutions. Our clients should not feel the boundaries inherent and even necessary, in a large, global organization. Our integrated model means that teams from across Business Groupsbusinesses and organizational units work together to pool different skills for the benefit of an individual client.
     A clear example of how our integrated model works is illustrated by the services we provided






     In August 2002, Fitch reaffirmed its AAA long-term rating of UBS, while keeping the outlook negative, “because of the potential threat a sustained bear market over the next year would pose to earnings”. At the same time Fitch commented that “UBS is exceptionally well-capitalized with a strong performance, particularly in comparison with its European peers but also on a global scale”.

     UBS’s ratings remain among the best of any major globally active financial institution. Well-capitalized, with strong and balanced cash-flow generation, and a cautious risk profile, UBS is one of the soundest financial institutions worldwide.

UBS’s long-term credit ratings are shown in the table below. Each of these ratings reflects only the view of the applicable rating agency at the time the rating was issued, and any explanation of the significance of a rating may be obtained only from the ratingagency. There is no assurance that any credit rating will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the rating agency, if in the rating agency’s judgment, circumstances so warrant.

Long-term credit ratings

             
  As at 
  
 
  31.12.02  31.12.01  31.12.00 

Fitch, London AAA AAA AAA
Moody’s, New York Aa2 Aa2 Aa1
Standard & Poor’s, New York AA+ AA+ AA+


11


The UBS Group
Strategy, Structure and History
(Integrated client-service model)

last year to a renowned private equity firm which came to us wanting to raise new money. UBS Warburg’s Financial Sponsors Group managed the day-to-day relationship with the client, while the Private Equity Funds Group, also part of UBS Warburg, raised institutional funds in Europe and Asia. At the same time, we successfully offered the investment opportunity to both UBS PaineWebber and UBS Private Banking’s high-net worth clients.

     It is our four Business Groups, each in the top echelon of their field, whoOur businesses put our integrated business model“one firm” philosophy into action. Our wealth management businesses provide client-centered advice and tailored products to their clients. They, in turn, are supplied with a world classworld-class product and research offering from the UBS Warburginvestment banking, securities and UBS Global Asset Management Business Groups.asset management businesses. At the same time, UBS Warburg and UBS Global Asset Managementthese businesses provide advice and tailored products to their own corporate and institutional clients while being kept abreast of changing client needs by the wealth management businesses. That in turn helps them develop innovative new products and services. Overall, the exchange benefits both sides — UBS’ssides. Our individual clients get access tobenefit from sophisticated products and services; and UBS’sservices while our wholesale Business Groups havebusinesses enjoy access to first-class distribution opportunities. Acting as “one firm” also enables us to extend key client relationships across several businesses.

Financial success, risk and capital
management

Our approach to capital management has been a trademark of UBS. Our focus when managing capital is to employ all the tools at hand, assuring attractive value creation for shareholders while protecting our strong capitalization and credit ratings. Our strong earnings generation capacity means that in normal circumstances we continue to generate capital well in excess of our requirements.
     Because taking risk is an integral part of our business, our overriding goal is to achieve an appro-



8


UBS

(CHART)

priate balance between risk and return, limiting the scope for adverse variations in our earnings from exposure to major individual ‘stress’ events. In recent times, market opportunities as well as our business and client franchise have both grown very considerably, as a result of which we see enhanced potential for revenue growth. Consequently, our market and credit risk levels are likely to experience a gradual increase in coming quarters. We have, however, no intention of substantially changing our risk culture and processes, and we are determined to retain our overriding commitment to high-quality earnings through diversification and liquidity of risk. As one example, we continue to believe that the end,quality of our advice will remain the principal driving factor in building our global investment banking franchise. That means that we will neither attempt to acquire new business through balance sheet strength alone nor systematically increase our appetite for pure proprietary trading.

Operational efficiency and innovation

In all our key businesses, we are committed to attaining scale and scope, as this will enable us to deliver a full spectrum of services efficiently. Our integrated business model, in line with our overall “one firm” approach, ensures that, where UBS has a best-in-class offering, we capture the whole of the value chain. The partnership between our businesses ensures that the exchange of services, knowledge and capabilities across the Groupfirm gives us the ability to

build a coherent infrastructure that does not duplicate activities unnecessarily.

     Our integrated business modelThis also helps us capture synergies between different components of our businesses, eliminating redundant infrastructure, services, management and control. An example of that is our centralized treasury process which ensures that cash flows within UBS are pooled and netted before being funded through one access point to the money markets. At the same time, embedding risk management deeply into all our businessesbusi-

nesses is one of our most important success factors. Risk identification, management and control are critical components of all our business processes and plans, and our integrated approach to risk control ensures that risks are consistently assessed and evaluated across the Group.UBS.
     The value created by the integrated business model derives from the breadth and depth of UBS’s expertise whichmost recent example underlining our “one firm” approach is an immediate result of our diverse roots. Each of the entities that joined UBS in recent years brought strengths that have had a significant impact on our business. Unlike a holding company or a conglomerate, our approach to building a powerful Group by integrating these components has helped us to successfully develop a common set of values and aspirations. The latest step in our efforts to define the future as one firm is demonstrated by our decision to introduceintegrate our information technology infrastructure (ITI) functions across our organization. We will create a new ITI unit with an entrepreneurial mandate to service the Business Groups in a client-focused and cost-efficient way. This new unit will be housed within the Corporate Center and will cover almost all existing IT infrastructure functions across UBS as a single brand for– the management of data networks, telephone and other communications systems, IT security, distributed computing and servers, mainframes and data centers, market data services, user services and desktop computing.
     In all our businesses. This will enable usbusinesses, technology is used to concentrateextend our capabilities on buildingreach to clients and markets we could not previously have accessed, enhancing client service and experience. We are committed to remaining at the forefront of technology, although we do not believe it should be pursued solely for its own sake. It is a cleartool that is an integral component of all our businesses.

Organic growth

Our future remains one of growth. After a decade of transformational mergers and distinct corporate identity, increasingacquisitions, we have, over the efficiency and effectivenesspast two years, built a successful track record of organic growth. We continue to believe that the best way to expand our business is by using the internal resources that we already have at our disposal. Still, we are always open to bolt-on acquisitions that expand the presence of our marketing efforts.core businesses and we remain attuned to any opportunities which might help us reach our objectives quickly and efficiently. Examples of such acquisitions in 2003 were the purchase of



129


 

UBS
Strategy, Structure and Culture



the French business of Lloyds TSB and the German wealth management business of Merrill Lynch. In 2004, we acquired Laing & Cruickshank and Scott Goodman Harris. Both helped us reinforce our platform in key countries targeted by our European wealth management business. Another example was our acquisition of ABN AMRO’s prime brokerage business. That transaction immediately boosted the Investment Bank’s services to hedge fund clients.

     A key component of our organic growth strategy – critical in attracting and retaining clients in this increasingly competitive market – is our brand. In June 2003, we adopted the single UBS brand for all our major businesses around the world. This successful implementation, supported by wide-ranging internal communications and a global advertising campaign, publicly illustrated the “one firm” philosophy that is integral to UBS. The Business Groupsidentity conveyed by the UBS brand is that of a powerful company, operating on a global scale, that seeks, above all, to achieve success for its clients, by listening to their needs and proactively offering the right financial solutions.
UBS’s Business Groups     With our strategy and our capabilities, we believe we are managed togetherexcellently positioned to optimize shareholder value — making the whole worth more than the sumtake advantage of the parts. Each Business Group is led by a memberlong-term trends determining the future of the Group Executive Board who is individually responsible for the performance of the Business Group.

UBS Wealth Management &
Business Banking

UBS Wealth Management & Business Banking delivers comprehensive financial services industry. Thanks to wealthy private individuals worldwidethe global presence of all of our businesses, we are very well placed to capture the growth potential in Asia Pacific, Europe and the US.

Business strategies

In thewealth management business, our services are targeted at high net worth and affluent clients around the world, whether investing internationally or in their home country. Choice is the leading bank for individual and corporate clients in Switzerland. It comprises the business units of UBS Private Banking and Business Banking Switzerland.
     UBS Private Banking is the world’s largest private bank,central to our client offering, with more than 140 years of private banking experience, 164 offices worldwide and CHF 688 billion invested by clients. It provides a comprehensiveour in-house range of products and services individually tailoredenhanced by a quality-screened selection of third-party products.
     We believe there is a strong secular growth trend in private wealth across all our key markets. In Asia Pacific, our reputation for wealth management is unmatched, helping us to wealthy clients from Switzerland and abroad. Working around the world, our 3,291 highly trained client advisors combine strong personal client relationships with access to the resourcescapture a substantial share of the whole UBS Group. Clients benefit from a complete range ofgrowth in wealth. Another key region for growth is Europe. Our expansion strategy into domestic European wealth management services — from asset management to estate planning, and from corporate finance advice to art banking.
     Business Banking is the leading bankwas launched in Switzerland with more than 3.5 million individual client accounts, and relationships with 180,000 enterprises across the country and 5,000 financial institutions from around the world.
     Business Banking has 311 branches and 1,225 ATMs in Switzerland — the broadest distribution network of any Swiss bank. It is the leading lender to private clients in Switzerland, and the biggest player in both the credit card and private mortgage markets.
     Clients2001. Today, we have invested assets of over CHF 200 billion with Business Banking and its loan book total of CHF 139 billion on 31 December 2002 corresponded to the leading position in the Swiss mortgage and retail lending market.

UBS Global Asset Management

UBS Global Asset Management isestablished a leading asset manager, distinguished by the diversity and global scope of its investment capabilities.

     With its integrated global investmentstrong platform it seeks to deliver superior investment performance to institutional investors and financial intermediaries. More than 440 investment professionals, located in all the major financial centers around the world, provide clients with access to a breadth and scope of investment capabilities that distinguishes it from its competitors.

     The organization consists of three platforms. The first, the price/value investment philosophy is at the heart of our core investment management business. The second, the alternative and quantitative investments platform, encompasses several specialist businesses with distinctive brands, including O’Connor. The third, our real estate businesses — principally located in the USfive target markets – France, Germany, Italy, Spain and the UK with significant– which we continue to develop by investing in qualified advisory staff and selective

strategic acquisitions. In the US, we benefit from the strong presence of the former PaineWebber, which we acquired in Switzerland2000. This business, now operating under the UBS brand, has been successful in reinventing itself from a traditional US brokerage firm to a holistic wealth management business, providing comprehensive investment and Japan — have been combined into a separate and global real estate capability.financing advice to its clients.
     UBS Global Asset Management had total invested assets of CHF 557 billion on 31 December 2002, of which CHF 279 billion were from institutional investors and CHF 278 billion from private clients viaIn the wholesale intermediary market.

UBS Warburg

UBS Warburg is a leading investment banking and securities firm that provides a full spectrum of productsbusinesseswe aim to institutionalbe the global leader and the most profitable service provider to corporate clients, governmentsinstitutional investors and financial intermediaries aroundintermediaries. In the world. UBS Warburg consistspast year, we have demonstrated that our diversified mix of businesses allows us to capture changing market opportunities. For the Corporatefuture, we see significant potential for growth. Our equity-related businesses, for instance, are very strong and Institutional Clientsgaining momentum, with increases being seen in underwriting and UBS Capital business units.
     The Corporatetrading volumes and Institutional Clients business unit provides securities products and advisory services to a broad customer base worldwide. It is one of the top-ranked firms in the world for institutional clients, where its strength lieshedge fund business. We are also excellently positioned to expand our market position in global equity researchfinance, enhancing profitability in a scale-driven business through the use of technology.
     Over the past two years, we have significantly expanded and distribution,diversified our Fixed Income, Rates and Currencies business. In particular, we still see real opportunities in debt trading and believe we can further strengthen our market position in the derivatives business as well as in structuringthe emerging markets and distributing fixed income cashEuropean segments.
     In investment banking for corporate clients, our presence in Europe has traditionally been strong. Over the last three years, we have also made substantial investments to expand in the key US market. In fact, we are the fastest growing bank in the US, with an increase of 1 percentage point in our market share in the past year to 5.4%. An extensive presence in the US is critical to building a strong global position, due to its dominating share of the global investment banking fee pool. Furthermore, we see substantial potential for growth in Asia Pacific. Our competitive position there is already strong in the major markets and derivative products. The business is organized into three main areas, distinguished by the typeevolution of productsthe Chinese market for financial services holds significant growth opportunities in the long term.
     As one of the world’s leading asset managers, we are competitively positioned in theinstitutional and services offered as well aswholesale asset management businesses. Our record of strong investment performance and our solid reputation will help us to benefit from the inherent naturegrowth expected in institutional and wholesale markets because of their business risks. The business areas are:the increased need for private
Investment Banking
Equities
Fixed Income, Rates and Currencies



1310


  
The UBS Group
Strategy, Structure and History
 
 UBS

  

 

(Headcount: regional distribution)

     In

savings to supplement public pension systems. We expect competitive pressures for traditional products to increase, with slower growth underscoring the investmentimportance of gains in market share. The increasing importance of elevating compliance and risk control to anticipate and exceed regulatory standards represents an opportunity for large global asset managers, such as UBS.
     For theSwiss retail and business banking business UBS Warburg provides first-class advice and execution capabilities, our strategy concentrates on retaining our position as the country’s leading bank, taking
advantage of business opportunities that arise in order to grow our share in selected market segments – such as residential mortgages where we have been able to increase volumes thanks to a global corporate client base. In the equitiesdedicated marketing campaign specifically tailored to capture new business it isin a leader in both primarylow interest rate environment. While we remain committed to excellent, high-quality banking and secondary marketsexpanding advisory services for equity, equity-linked (e.g. convertible bonds) and equity derivative products. In the fixed income and foreign exchange business, it is a top-tier global house, providing innovative products and original thinking toour Swiss individual, corporate and institutional clients, in all major markets.
     UBS Capital is UBS Warburg’s private equity business unit, managing a portfoliowe do not think that consists of investments in unlisted companies spread throughout Europe, the US and Asia. These investments are typically held for a period of approximately three to six years and made with a view to preparing them for saleretail banking lends itself to a trade or financial buyer, or, where appropriate, staging an initial public offering (IPO).global strategy.


Industry trends

UBS PaineWebber

UBS PaineWebber

Long-term perspectives

Economic growth is onea key indicator of the top wealth managerspotential for financial services in the different regional markets. The world economy is expected to grow at around 3.5% a year over the coming decade. The principal driving forces for this are continued productivity gains due to the diffusion of new technologies, and trade liberalization. These developments will, however, further increase global competition. Additionally, these favorable effects may be somewhat dampened by slowing employment growth due to demographic shifts towards older populations in certain countries.
     We expect the largest increases in GDP over the next 10 years to occur in North America, followed by Asia Pacific (excluding Japan) and Western Europe. Even though North America is set to grow at a slower rate than Asia Pacific, the absolute GDP increase will be higher. This demonstrates the importance in our industry of having a significant presence in the US. However, Asia Pacific is also a market with huge potential.
     The financial services sector has been a growth industry for decades now, growing faster than GDP.
     Financial innovations, closely linked to the evolution of securities markets, will continue to represent the engine for further development in the financial sector. In addition, we see several factors determining the development of our industry over the coming five to ten years:

financial liberalization and deregulation
wealth accumulation
retirement provisioning
securitization
equitization
corporate restructuring
Each of these factors has a distinct impact on our businesses, as described below.

Financial liberalization and
deregulation

Over the past few decades, the trend towards deregulation and liberalization in financial services has contributed significantly to the industry’s expansion. It builds consultative relationships with affluent clientshas triggered considerable improvements in the quality and provides themvariety of new financial services. This reform process is now well advanced in many countries, and in some markets, for example the US, we do not expect any further notable deregulation. Further liberalization is, however, likely in emerging markets countries where domestic markets are still highly protected. At the same time, the World Trade Organization’s (WTO) multilateral trade negotiations under the Doha Round could improve market access and cross-border supply in financial services. The success of the Doha Round, however, is still uncertain (the Doha Round is named after the November 2001 WTO declaration at its Fourth Ministerial Conference, which took place in Doha, Qatar).
     In general, further liberalization of financial markets is expected to benefit investment banking and securities firms which are posi-

tioned to take advantage of any further opening of individual domestic capital markets. Asset managers with a complete setglobal platform could benefit from the facilitation of sophisticatedcross-border business in the mutual fund business, and possibly from a trend towards harmonized pension fund regulation, for example across Europe.

Wealth accumulation

In many economies, a notable shift is taking place away from labor-intensive production to more capital-intensive activity. Based on this development, we see a clear secular trend towards wealth accumulation that is likely to continue over the next decade, with wealth expected to grow faster than GDP in most developed countries. In addition, the ratio of wealth to GDP in many other economies (for example, in emerging markets) is currently low and may increase, due, among other factors, to generally higher saving rates. This development will hugely benefit wealth management services.businesses across the world. It will also help the asset management industry as private wealth is a key driver for institutional asset growth. Investment banks and securities businesses will also benefit thanks to rising capitalization levels in global financial markets and higher trading volumes.

Retirement provisioning

In coming decades, most developed countries will be confronted with significant



11


UBS
Strategy, Structure and Culture



Industry trends (continued)

demographic shifts. Thus, pension reform is on the agenda of many governments across the world. The strong reliance in Continental Europe and Japan on unfunded schemes will make reform increasingly inevitable. Although each country will follow its own regulatory agenda, we believe that a gradual shift from public unfunded to private funded pension schemes is likely to take place.
     With approximately 2 million client relationships, it is oneInstitutional asset management will be the sector most impacted by this trend. In wealth management, we believe that these developments may influence the demand for retirement and estate planning, but they are not expected to accelerate asset growth.

Securitization

The transformation of financial services over the last ten to twenty years has been driven primarily by the increasing de-emphasis of traditional lending activities combined with the increasing importance of securities trading and financial markets. That means that corporations are frequently in a position to directly finance their funding needs by accessing the capital markets. This has driven the long-term expansion of

corporate bond markets, replacing traditional bank lending services. At the same time, an increase in bank assets such as loans, mortgages and receivables has fueled growth in the securitization of these assets, increasing the volume of asset-backed securities.
     We expect these trends to continue, for several reasons. The ability of financial market participants to assess counterparty risk will further improve, facilitating financing by way of the largest private client businessessecurities market at the expense of traditional bank lending. As the number of listed companies increases, they will have to fulfill the transparency standards required by listing, and meet requirements for issuing debt securities. And, while Basel II capital requirements might somewhat reduce the incentive to securitize, they may at the same time promote a more widespread use of more sophisticated internal risk rating systems – which is an incentive for banks to manage their assets more actively.

Equitization

The developments over the past ten years indicate that global equity markets will continue to grow. Institutional and indi-

vidual market participants will tend to invest a greater share of their assets into equity products and the corporate sector will increasingly rely on equity financing. Because of the relatively low level of share market capitalization in the US, offering a full setemerging markets of servicesAsia Pacific, their growth potential is highest. In Western Europe, however, we also see significant growth potential because of continued financial market integration. Besides investment banking and securities businesses, equitization is expected to provide growth opportunities to wealth and asset managers, as assets are increasingly shifted into higher-margin asset classes.

Corporate restructuring

Despite the most affluent Americans. Its strength liesdrastic market setbacks experienced in the emphasis it putscorporate finance sector over the last few years, we see some long-term secular trends pointing towards an ongoing demand for advice on buildingcorporate restructuring. Liberalization of trade and maintaining consultative relationships between high nettechnological progress will increase global competition for corporations, pressuring them to restructure and consolidate their activities and structures. The same factors are likely to support cross-border consolidation in some industries – in particular within the EU. Additionally, as economies mature and their structure moves gradually from traditional sectors to more sophisticated ones, the restructuring of companies may follow.



(CHARTS)

12


UBS

(CHART)

(Headcount: business unit distribution)Managing our business

worth clients and their financial advisors, who offer their clients a wide array of investment products and services.

     The network of almost 9,000 highly trained financial advisors, working from 369 offices across the US, handled CHF 584 billion in assets invested by clients as of 31 December 2002. Providing tailored investment advice based on each client’s individual specific needs, advisors focus on households with investable assets in excess of USD 500,000 — the largest and fastest growing pool of assets in the US.

Corporate Center

The role of the Corporate Center is to ensure that the Business Groups operate as a coherent and effective whole, in alignment with UBS’s overall corporate goals. Corporate Center’s activities cover financial and capital management, risk management and control as well as branding, communication, legal advice and human resources management.

Board structure

The management and oversight structure of UBS is based on two separate boards the Board of Directors and the Group Executive Board.
     The Board of Directors is the most senior body, with ultimate responsibility for the strategy and the management of the company, and foras well as the supervision of executive management. The Board of Directors also defines UBS’s risk appetiteframework, principles and overall risk limit structure.taking capacity. A clear majori-


14


(Reporting structure in 2002)

ty of the membersmajority of the Board of Directors areis non-executive and fully independent.

     The Group Executive Board, on the other hand, assumes overall responsibility for the daily management of UBS, for the implementation of strategy and for business results. Together with the ChairmanChairman’s Office of the Board of Directors (the Chairman and the Vice-Chairmen,Vice-Chairmen), it is responsible for developing UBS’s strategies.
     The functions of Chairman of the Board of Directors and President of the Group Executive Board are conferred on two different people. No member of one board may be a member of the other.     Our dual board structure establishes a system of checks and balances, ensuring the Board of Directors and executive management are institutionally independent of each other. In particular, the functions of Chairman of the Board of Directors and Chief Executive Officer are conferred on two different people. Moreover, no member of one board may be a member of the other. More information on our Corporate Governance structures and principles can be found in the relevant chapter of this Handbook.

Industry trends
Organizational structure

UBS is structured in four Business Groups and a Corporate Center, but managed as an integrated firm, making the whole worth more than the sum of the parts. Business Groups are led by a member of the Group Executive Board, each of

whom is individually responsible for the performance of his Business Group.

Senior executive appointments
communicated in 2003

The continuous strengthening of our leadership and clear succession planning are one of our key priorities. In that context, we were pleased to announce in 2003 a number of executive appointments that became effective in 2004.
     On 1 January 2004, Joseph J. Grano Jr. handed his post as Chief Executive Officer of the Wealth Management USA business over to Mark B. Sutton, previously President. Joe Grano will remain with the firm as Chairman of the Business Group until the middle of 2004. This hand-over follows the successful integration of PaineWebber into UBS.
     Clive Standish, currently Chairman and Chief Executive Officer Asia Pacific, will become UBS’s Chief Financial Officer (CFO) from 1 April 2004, a move which significantly strengthens our corporate leadership. As CFO, Clive Standish takes on a broad role that encompasses our highly regarded finance, risk, treasury and strategy functions. He continues to hold regional responsibility for Asia Pacific.
     Stephan Haeringer, Deputy Chief Executive Officer, is being proposed for election to the Board of Directors as an executive Vice Chairman at the Annual General Meeting (AGM) on 15 April 2004. At the AGM, the Board of Directors is also proposing Helmut Panke and Peter Spuhler as additional candidates for election.
     In 2003, we also pre-announced the candidature to the Board in 2005 of Marco Suter, Chief Credit Officer, to succeed Alberto Togni, who will reach retirement age, as Executive Vice Chairman with a special focus on credit risk.



As 2003 progresses,13


UBS
Strategy, Structure and Culture



Our culture and values

Our corporate culture has benefited from our diverse roots. Each of the entities that has joined us over the last decade has provided us with strengths that have significantly influenced the

course of our business. Unlike a holding company or a conglomerate, our approach to building one powerful firm by integrating these components has helped us to successfully develop a common set of values and aspirations.


Our values for action

Striving for Excellence

Client focus:Our clients’ success is our success. Through our consultative approach in advising clients, we understand their objectives, and unambiguously commit our resources to helping them meet their goals.
Entrepreneurial Leadership: Our leaders lead, and engender enthusiasm and commitment. It is through entrepreneurial leadership that we capture opportunities, and succeed in the marketplace. It is through leadership and accountability across our company that we establish direction, encourage creative collaboration and provide an inspiring environment for our people.
Ambition, Energy and Fun:Our business is exciting and full of opportunities for growth. Only with high ambitions and relentless commitment to work hard – while still having fun – can we realize these opportunities.

Innovation and Learning:Our expertise is built on experience, innovation and learning. Our distinctive creativity is recognized. We constantly strive to find better solutions for our clients’ challenges and to leverage insights throughout the financial services industrycompany.

Responsible Relationships

Partnership: Relationships among our staff members as a whole continueswell as with our clients are driven by the power of partnership. The power of partnership engenders involvement, respect, contribution and mutual support. We encourage the free exchange of ideas and demand teamwork.
Meritocracy: Our success calls for entrepreneurial spirit and initiative from each individual. We actively strive to be a challenging one. Uncertainty over economic developmentsthe best at attracting, developing and rising geopolitical concerns are affecting investor sentimentretaining talented people. We invest in our people’s development, and therefore transactioncoach them to levels of performance and are holding back a significant recovery in corporate activity. Despite that, wecontribution beyond what they might believe UBS Warburg’s extremely strong institutional client franchise and growing corporate client franchise will help it further grow its business in the future, with restructuring activity by corporations expected to provide new business opportunities. The global reach of our wealth management businesses and the quality of our financial advisors worldwide make us confident that we will be able to meet the varied aspirations of our clients in different markets. In the short-term, market levels will have a direct impact on asset-based fees while transaction revenues remain heavily linked to investor confidence. We still firmlypossible.

believe, however, in the long-term potential

Corporate Responsibility: We are a member of the global wealth management marketcommunity and behave as a responsible corporate citizen. Our corporate governance ensures the implementation of our corporate responsibility agenda. We as a corporation, and our employees individually, strive to contribute positively and actively to the communities within which we continuedo business.

High Ethical Standards

Integrity: Our firm and its employees conduct themselves in a manner that is above reproach. Our integrity is key to invest in building uppreserving our domestic presence in key European markets.

Long-termmost valuable asset – our reputation.

Privacy: We respect our clients’ right to privacy, and use information with appropriate discretion.
Diversity:Our strengths are leveraged by embracing a global diversity of cultures, perspectives,
Despite the market setbacks experienced over the last few years, we remain excellently positioned to benefit from the worldwide growth in wealth skills, and the concentration of that wealth among the affluent, the two key long-term secular market trends influencing wealth management businesses worldwide.
     Although the prolonged market declines seen last year and in 2001 have reduced the total global bankable and liquid assets of the core affluent market segment (those holding more than EUR 500,000 in such assets) by approximately 18% to EUR 23.5 trillion, the correction also served to accentuate the demand for skilled financial advice. Our experience over the past two years indicates that sophisticated and tailored solutions for high net worth individuals are even more in demand in difficult economic and financial environments.
     Despite the current market conditions, the long-term trend towards wealth growth is confirmed by our internal research, which predicts that total bankable and liquid assets held by the core affluent segment will expand on average by 6% a year between 2002 and 2012 — driven, among other factors, by a heightened need to save for retirement as western societies age further. Regionally, Asia (excluding Japan) is seen growing this aggregate pool of assets 9% a year until 2012, while in Europe growth is forecast at 8%. Over the same timeframe, total assets of the core affluent segment are seen increasing 5% a year in the US and 4.5% in Japan.
     The second trend, towards a further concentration of wealth, is also confirmed by our inter-experiences.



1514


  
The UBS Group
Strategy, Structure and History
 
 UBS

  

Diversity – open minds – open markets

nal research,

At UBS, we believe that open minds can open markets. And that is why diversity is an important element in our business culture. Capitalizing on the inherent creativity and innovation of a diverse workforce helps us to grow our customer base. Diverse viewpoints, which indicatesspur challenging intellectual debates, are key to our firm’s success around the globe.
     For us, diversity means recognizing and appreciating multiple backgrounds, cultures and perspectives. We strive to build a culture that acknowledges individual differences and builds on the world’s core affluent, an estimated 11 million households globally, will raise their current 50% shareunique contribution of total global financial wealth. The US iseach and every one example, where core affluent individuals are expected to hold 70% of all wealth by 2012, up from 64% in 2002.
     The first trend, for further wealth growth, underpins the strategic rationale of our European wealth management initiative. Europepeople – regardless of nationality, gender, physical attributes, or ethnicity.
     Our diversity initiatives center on creating a culture where employees with multiple perspectives and flexible work styles thrive.

Global strategy, regional focus and
local respect

Diversity at UBS has both an internal and an external focus. We support an open, flexible culture within the bank. For this purpose, senior leadership at UBS is expectedcommitted to experiencea diversity strategy that, although global, has a regional focus and is based on respecting local cultures.

Our global strategy has the second highest rate of wealth growth worldwide over the next ten years, and thatfollowing priorities:
integrating diversity into the employee life cycle – which includes recruiting, orientation, training and development, as well as performance management and succession planning
tracking progress consistently to create both organizational and individual accountability
communicating our commitment to diversity to key stakeholders.

While a global diversity strategy is a key reason why weessential, implementation must be driven regionally. We have builtset up a strong domestic presenceseparate Regional Diversity Boards in Asia Pacific, Germany, France, Italy,

Switzerland, the UK and Spainthe US. In 2004, each Regional Diversity Board will identify relevant diversity issues and develop strategies to meet the region’s specific needs. For example, in the last two years and continueAsia Pacific region, the Diversity Board, among other activities, has the task of identifying 50 local employees poised to expandsucceed expatriates in those markets. Together,key positions, while in the five countries account for EUR 3.8 trillion or 80% of total Western European wealth, and 16%UK, one of the world total. The core affluentkey objectives is to address work/life balance. In the US, an important priority is to coordinate resources for regional key sponsorships to cultivate minority and female talent, while in whatSwitzerland the focus is on women’s advancement and age issues.

From vision to reality – progress in 2003

In 2003, we callmoved a step forward in implementing our diversity vision, from improving awareness to enhancing the EU-5 accountedstructures and systems helping us to manage diversity in an integrated way.
     We also believe in a business case for 35%diversity. In 2003, we analyzed our key client and contact lists for various businesses. In the US, for example, women in leading fixed income buy-side companies control over a trillion dollars worth of all private wealth in 2002, withassets. We also discovered that figure seen rising to 42% by 2012.
     Turning to the investment banking and securities markets, we see continued strong client demand for corporate advice combined with a broad arraymany of securities services. Despite the general slowdown experienced in investment banking and securities activity last year and the generally pessimistic investor sentiment, we see market opportunities in the merger and acquisition, restructuringour key institutional and corporate advisory businesses. Overall levels of activity, however, will not return to the levels seen in 1999-2000 in the near future. The current environment still presents opportunities to firms with a global presenceclients are focused on diversity themselves. Many have won awards and in-depth experience in cross-border transactions. The expansion we are undertaking will take some time, although we are currently seeing the first signs of successaccolades for their internal diversity efforts. A closer look at asset management, brokerage and private clients shows us that minority-held accounts in the US whereand women-held accounts in Switzerland are increasingly a substantial portion of our business.
     Operationally, we achieved clear market share gains last year as our recent hires acquire new businesshave integrated diversity into recruiting, employee training, and deal mandates.succession planning. Additionally, we have piloted a Leadership Links program to foster dialogue between senior management and women and minorities in the firm. We have also developed an interactive toolkit designed to help managers address issues related to diversity that are part of their day-to-day work.

     In the institutional client business, whereInvestment Bank, we have rolled out a strong position in equities, fixed income and foreign exchange, we expect the environment to remain competitive with an ongoing commoditization of wholesale products and shrinking margins. We expect overall volumes to grow further, so keeping the overall pool of commission income roughly stable. Institutions

with scale and scope, global reach and advanced technology will benefitdiversity awareness program in the long-term despiteUS, UK, Asia Pacific and Continental Europe. In the current market environment.UK, we launched a reverse mentoring program that gives junior women and minorities exposure to senior management.

     Last year, we also took an important step to improve the measurement of and accountability for diversity. We set out to create individual accountability by making it a mandatory part of our annual internal appraisal process for most managerial roles.
     Effective communication is essential to the success of our diversity initiative because raising awareness is the first step in culture change. In asset management,2003, for example, we believe thatlaunched an intranet site for employees. We also sponsored a number of internal events around the long-term outlook isglobe to bring employees together, and support their networking with one other and also with clients. Our Stamford women’s network in December, for example, co-hosted an event for “100 Women in Hedge Funds”, an association for women hedge fund managers, while our women’s network in Singapore held a strong one. Despite continued equity market volatility, business will be driven by demographic pressures,successful event in November for local women clients. Other employee groups established in 2003 include the UBS Pride network, which should bring further pension reform by governments worldwide.supports employees facing gay and lesbian related issues in the US and the Minority Leadership Council, comprised of senior-level African-American and Hispanic employees in the New York area. On the external front, UBS sponsored several diversity-related organizations and participated in conferences and events around the globe. In June, senior women from UBS spoke about their work/life balance at the “Women in European Leadership: A Business Imperative” conference in Geneva, Switzerland.
     We will continue to take advantage ofbuild on the trend towards open architecture, which will provide opportunitiesmomentum we have generated in giving us access to new distribution channels while also providing2003, focusing on integration within all our clients with a wide array of alternative forms of investments such as hedge funds, which allow them to diversify their allocation of assets and investment styles.
     In Switzerland,human resources activities. Additionally, we will seekpartner with the businesses to maintain our leading position while continuing to increase the overall efficiency of our activities, although we do not believe the retailintegrate diversity into their strategic planning, and corporate market will grow significantly in coming years.

Adoption of a single UBS brand

In November 2002 we announced a further evolution of our brand strategy and portfolio. On 9 June 2003, we will adopt the single UBS brand to represent all our businesses and will no longer market our services using the UBS Warburg or UBS PaineWebber brands. The move to a simpler branding accurately reflects our integrated business model and the “one firm” approach we deliver to clients.

     Before the decision was taken to adopt a single brand, we undertook a thorough review of our brand strategy, focusing on brand values as much as brand structure. The review included market research in 14 countries involving thousands of existing and potential clients, including high net worth individuals, corporate and institutional clients, assetdaily management clients, and Swiss individual clients. UBS client advisors and relationship managers were also part of the research. The results showed that all UBS’s different client groups had similar expectations regarding the provision of their financial services and their relationship with UBS. Across the board, they expect their financial firm to relentlessly pursue their financial success and provide access to the resources of a global powerhouse, while giving proactive advice and a choice of solutions.processes.



1615


 

UBS
The Making of UBS




Branding structure, to be implemented during 2003

Overall Brand(UBS)

BusinessOld namesNew logo with
client segment descriptor

Wealth management
(Swiss and International Clients)
UBS Private Banking(UBS Wealth Management)

Wealth management
in the US
UBS PaineWebber(UBS Wealth Management)

Investment banking
and securities
UBS Warburg(UBS Investment Bank)

Institutional asset management
and funds
UBS Global Asset Management(UBS Global Asset Management)

Retail and corporate banking
in Switzerland
UBS(UBS)


17


The UBS Group
Strategy, Structure and History

The makingMaking of UBS

 

All of the firms whichthat have come to make up today’s UBS look back on a long and illustrious history. The two Swiss predecessor banks came into being in the 19th century, as did PaineWebber, while SG Warburg was founded in 1934. But it is in the past decade that UBS’s current identity began to take concrete shape.
     In the early 1990s, the two Swiss banks that are part of the current UBS, Swiss Bank Corporation (SBC) and Union Bank of Switzerland, (UBS), were commercial banks operating mainly out of Switzerland. The two banks shared a similar vision: to become a world leader in wealth management and a global bulge bracketbulge-bracket investment bank with a strong position in global asset management, while remaining an important main commercial and retail bank in Switzerland.
     Union Bank of Switzerland, the largest and best-capitalized Swiss bank, opted to pursue a strategy of organic growth, or expansion by internal means. In contrast, SBC, then the third largestthird-largest Swiss bank, decided to take another route by starting a joint venture with O’Connor, a leading US derivatives firm that was fully acquired by SBC in 1992. O’Connor was noted for its young, dynamic and innovative culture, its meritocracy and team-orientation. It brought SBC state-of-the-art risk management and derivatives technology.
     In 1994, SBC acquired Brinson Partners one

of the leading US-based institutional asset management firms. Both the O’Connor and Brinson

deals represented fundamental steps in the development of the firm’s products and processes.
     The next major step followed in 1995, when SBC merged with SG Warburg, the British merchant bank. The deal helped to fill SBC’s strategic gaps in corporate finance, brokerage and research and, most importantly, brought with it an institutional client franchise, which is still at the core of today’s equities business.
     The 1998 merger of Swiss Bank Corporation and Union Bank of Switzerland brought together these two leading Swiss financial institutions, creating the world leader in private banking and improving the new firm’s chances of becoming a bulge-bracket investment bank, not to mention providing it with greater capital strength.
     But there was still a major item left on the firm’s broader strategic agenda. It needed to garner a significant presence in the key US market in order to be fully credible as a truly global player in investment banking and wealth management. That was achieved with thewhen PaineWebber mergerbecame a part of UBS in 2000, whose2000. Following its successful integration has been a notable success. Because of that transactioninto our business, and a decade of transformational change, UBS is now set forwe adopted a strategy based primarily on organic growth thanks to itsour complete, and global set of businesses.

     Our efforts to define the future as “one firm” were demonstrated in 2003 by our decision to introduce UBS as a single brand for all our businesses.



(The history of UBS)
(CHART)

1816



Taking responsibility

          The Business Groups

17


 

Although the synergies and strategic benefits resulting from the 1998 merger between the former Union Bank of Switzerland and Swiss Bank Corporation are widely acknowledged, less is known of a comprehensive program in Switzerland that has softened the blow for many employees displaced by the integration. Called MIDSAM (a combined German acronym that roughly equates with “job reduction measures”), the program has effectively helped over 3,000 UBS employees affected by merger-related restructuring in the four years it was in place. Employees who lost their jobs as a result of the merger or the subsequent reorganization were given considerable support. Their periods of notice were doubled, while financial contributions were made to training programs and outplacement consulting. They were also closely assisted by dedicated teams ofThe Business Groups
Wealth Management & Business Banking

experts, specifically trained for the task, whose sole job was to find creative ways for employees to find a new and fulfilling occupation — or help them settle into early retirement. For UBS itself, with total program costs of around CHF 900 million, MIDSAM was by no means a low-cost option.

     Although the MIDSAM program itself ended in December last year, there is a continued need for a policy and program in Switzerland that helps deal with the effects of possible restructurings and reorganizations. To that effect, a new program, called COACH, was introduced on 1 January 2003. Essentially, it is a full-time advisory team whose task is to place employees who lose their jobs as a result of restructuring - - either externally or internally, or help them with early retirement, with many of its conditions similar to the MIDSAM program.


19


(garden scene)

20



(gray background The Business Groups)

21


The Business Groups
UBS Wealth Management & Business Banking

UBS Wealth Management & Business Banking

(Photo G Gagnebin)

(PHOTO OF GAGNEBIN)
Georges Gagnebin
Chairman, UBS Wealth Management
& Business Banking

(Photo M Rohner)

(PHOTO OF ROHNER)
Marcel Rohner
CEO, UBS Wealth Management
& Business Banking

UBS Wealth Management & Business Banking provides private bankingwealth management services for wealthy clients around the world and is the leading bank for individual and corporate clients in Switzerland.


Business Group reporting adjusted for significant financial events/ Business Unit Reporting1
                         
          Business Banking  UBS Wealth Management 
  Private Banking  Switzerland  & Business Banking 
CHF million, except where indicated 
  
  
 
For the year ended 31.12.02  31.12.01  31.12.02  31.12.01  31.12.02  31.12.01 

Income  7,279   7,696   5,494   5,792   12,773   13,488 
Credit loss expense  (28)  (37)  (286)  (567)  (314)  (604)

Total operating income  7,251   7,659   5,208   5,225   12,459   12,884 

Personnel expenses  2,083   1,947   2,727   2,878   4,810   4,825 
General and administrative expenses  2,158   2,038   159   396   2,317   2,434 
Depreciation  125   151   355   465   480   616 
Amortization of goodwill and other intangible assets  111   109   0   0   111   109 

Total operating expenses  4,477   4,245   3,241   3,739   7,718   7,984 

Business Group performance before tax  2,774   3,414   1,967   1,486   4,741   4,900 

Cost/income ratio before goodwill (%)  60   54   59   65   60   58 
Net new money (CHF billion)  16.6   24.6   3.7   9.2         
Invested assets (CHF billion)  688   791   205   215         
Headcount (full-time equivalents)  10,488   10,249   18,442   19,220   28,930   29,469 

                         
          Business Banking Wealth Management &
CHF million, except where indicated Wealth Management Switzerland Business Banking
For the year ended or as at 31.12.03  31.12.02  31.12.03  31.12.02  31.12.03  31.12.02 
 
Total operating income  6,793   6,664   5,128  5,208   11,921  11,872 
Total operating expenses  4,184   4,151   2,975  3,241   7,159  7,392 
 
Business Group / Business unit performance before tax
  2,609   2,513   2,153  1,967   4,762  4,480 
 
Net new money (CHF billion)  29.7   17.7   (5.0)  3.7         
Invested assets (CHF billion)  701   642   212  205         
Headcount (full-time equivalents)  9,176   9,399   17,620  18,442   26,796  27,841 
 
1 Details of significant financial events can be found in the Financial Report 2002.


Business

Our extensive global branch network delivers comprehensive financial services to wealthy private individuals around the world and to private and corporate clients in Switzerland. Our strategy putsfocus is to provide all our clients atwith the center of all business activity, with our efforts sharply focused on providing them with theadvice, financial products and tools that meet their personalindividual needs.

Organizational structure

On 1 July

In 2002, ourwe created the new name and management came into effect, replacing the former UBS Switzerland designation.Wealth Management & Business Banking organization. High-end affluent clients that were previously the responsibility of the former Private and Corporate Clients (PCC) unit became Private BankingWealth Management clients, although their advisor relationships

remained the same. Product development was consolidated into a single Products and Services area, andwith a new Market Strategy and Development area was created which providesto provide comprehensive marketing services for the whole Business

Group. We report results for the following two business units:
 Private Banking, which comprises the full private banking business,Wealth Management, serving wealthy and now includes the high-end affluent clients segment
 Business Banking Switzerland, consisting mainlyserving retail and corporate clients in Switzerland, and housing the majority of the individual and corporate client businesses of the former PCC business unit.support functions.

     All logistics and service costs are allocated to these two business units.

Competitors

UBS Private Banking’s major competitors comprise allIn 2003, our five independent private banks active globally suchwere integrated into a new holding company which is now reported as the private banking operationspart of Credit Suisse Group, Deutsche Bank and Citigroup. We also compete with private banks that operate within their respective domestic markets.
     Business Banking Switzerland’s major competitors are banks active in the retail and corporate banking markets in Switzerland. This includes Credit Suisse Group, cantonal banks throughout the country, and other regional Swiss banks.Corporate Center.



2218


Private Banking
The Business Groups



Wealth Management

With more than 140 years of private banking experience, an extensive global network and CHF 688701 billion in invested assets on 31 December 2002, UBS Private Banking is2003, we are the world’s largest private bank.

 

Business

UBS Private BankingWealth Management provides a comprehensive range of products and services individually tailored for wealthy clients around the world via its global branch network and an extensive channel ofthrough financial intermediaries.

     With CHF 688701 billion in invested assets on 31 December 2002,2003, more than 140 years of private bankingwealth management experience and an extensive branch network comprising 111112 offices in Switzerland and 5356 offices around the world, UBS Private Banking iswe are the world’s largest private bank.
     Our 3,291 highly trained3,300 client advisors back upcombine strong personal relationships with access to the resources of the wholethat are available from across UBS, Group, providinghelping them provide a full range of wealth management services from asset management to estate planning and from corporate finance advice to art banking. Furthermore, ourOur open product platform gives clients access to a wide array of pre-screened, top-quality products from third partythird-party providers that complement UBS’s own line.lines.

(BAR GRAPH)

     At the beginning of 2001, we launched the European wealth management initiative, a major

(Invested assets by mandate type)

growth initiative to expand our domestic private bankingwealth management presence in the five key European markets of France, Germany, Italy, Spain and the UK. Since 2001, we have steadily opened offices and hired experienced client advisors in key locations within our fivethese target markets.

(BAR GRAPHS)



19


The Business Groups
Wealth Management & Business Banking



Organizational structure

Our clients have specific needs and we carefully tailor our global product offering is carefully tailoredin order to meet country-specific taxtheir financial aspirations. Where it is necessary, we complement our range of internal and legal regulations as well as the varied aspirations of clientsexternal products by entering into partnerships with local specialist providers, for example, in different markets. With this geographical focus in mind, ourlife insurance. Our client advisors are organized into the two business areas of:
 Private Banking —Wealth Management – Swiss Clients, covering clients domiciled in Switzerland, divided into eight geographicalgeographic regions in Switzerland
 Private Banking —Wealth Management – International Clients, serving clients domiciled outside of Switzerland, including the clients of the European wealth management initiative. It is organized into the seven regions of of:
Italy
Western Europe
Benelux (Belgium, Netherlands, Luxembourg), Germany and Benelux, UK/NortheasternCentral Europe
UK, North and SoutheasternEastern Europe the
Eastern Mediterranean, Middle East and Africa
Asia and the Americas.Pacific
Americas International.

     We have a

A number of global teams that havewith specialized areas of specialized expertise and which concentrate on the requirements of particular client groups. In September 2002, we were the first European financial group to open aAn example is our Islamic finance subsidiary in Bahrain. CalledBahrain, Noriba, bank, itwhich we opened in September 2002. It offers sharia-compliant products to institutions and high net worth individuals residing in the Arabian GulfMiddle East and around the world.
     We also provide financial intermediaries, both inside and outside Switzerland, with our solutions, products and services, helping them to add substantial value to their client relationships.


23


(PIE CHART)

The Business Groups
UBS Competitors

Wealth Management & Business Banking






(Invested assets by asset class and assety by currency)





Growth platform for independent wealth
management subsidiaries

During the first half of 2003, UBS will create a new holding company to incorporate GAM, its specialist asset management firm, as well as its five independent private banks — Cantrade (Zurich), Banco di Lugano (Lugano), Ferrier Lullin (Geneva), Bank Ehinger (Basel) and Armand von Ernst (Bern). With this common platform,Management’s major competitors comprise all of our independentglobally active wealth management subsidiaries will be equipped and encouraged to grow faster, and deliver their full value creation potential. The new structure will ease the path to integration where it makes sense, targeting economies of scale not achievable by each organization on its own. It may allow a future role in the consolidation of the private banking industry.

     The new company will be chaired by Hans De Gier, currently UBS Executive Vice-Chairman, who will as a result leave UBS’s Chairman’s

Office. He will be joined on the board as Deputy Chairman by Georges Gagnebin, Chairman of UBS Wealth Management & Business Banking and Peter Kurer, UBS Group General Counsel. Hans De Gier will lead the strategic reorganization and integration efforts, supported by the six current Chief Executives of the subsidiaries, and will join the boards of all six firms.

     The companies involved employ approximately 1,750 staff globally, and their clients have invested assets of approximately CHF 70 billion. The new company will not be integrated with UBS’s wealth management operations, and will be part of the Corporate Center. This structure will be reflected in our financial reporting with effect from first quarter 2003. We will release restated figures for 2000, 2001 and 2002 reflecting these changes prior to the publication of first quarter results.


24


Clients

In order to achieve our business objectives and maintain our positionmanagers, such as the wealth management provideroperations of choice, itCredit Suisse, HSBC, and Citigroup. We also compete with private banks that operate within their respective domestic markets, such as Pictet and Julius Baer in Switzerland, Coutts in the UK, Deutsche Bank and Sal. Oppenheim in Germany, and Unicredito in Italy.

Clients

Client focus is imperative that we constantly workthe main driver of all our activities. We are committed to fulfillproactively and consistently delivering tailored and unbiased financial solutions of the highest quality to our clients. We strive to create long-term personal relationships.

     A clearly structured advisory process helps client advisors add value at each step and provides our clients objectives, demandswith a consistent and needs around the world.

Four-step advisory process

A key part of fulfilling our clients’ needs is our structured advisory process.comprehensive experience. The consistent delivery of a truly consultative advisory process combined with a comprehensive product-positioningproduct positioning framework is essential to putting Private Banking’s value proposition into action. Highly skilledessen-

(CIRCLE & PIE CHARTS)



20


The Business Groups

(EUROPEAN MAP)
tial to putting Wealth Management’s value proposition into action. Our process can be broken down into four clear, mutually enhancing steps. In the first, our advisors take the time to understand what it is their clients want and need, and look at all the different factors that might affect their goals and willingness to take risk. As a second step, the advisor formulates investment proposals crafted for
(PIE CHART)

that client’s specific requirements by selecting from the best products and services available. In the third step, the advisor agrees with the client advisors take time to understand client needs, taking into account all the different factors that might affect a client’s investment goals and risk appetite. The client advisor then acts as a consultant, helping to build a personalized financial strategy that meets those requirements - one that provides best-in-class solutions supported by state-of-the-art technology. Thus, our commitment to open architecture forms a key partwhich of the value proposition for our clients in this process.solutions should be implemented. The selection offourth step rounds out the most appro-

(Invested assets by client domicile and wealth)

(Invested assets by client domicile and wealth)

priate solution is based on an agreement between the client and the client advisor, a solid basis for a long-lasting relationship.

     The whole process is rounded out bywith comprehensive monitoring and reporting of investment performance to the client by the advisor, as well as the regular communication between the client advisor and the clienttwo in which goals and strategies are constantly evaluated, and adjusted or revised as required.
Our extensive training programs ensure that client advisors become fully versed in all aspects of this structured, four-step advisory process, thereby giving them the tools to strengthen their client relationships.
process.

Financial intermediaries

We are a market leader in providingprovide products and services to financial intermediaries. They include small to medium-sized banks,intermediaries, from independent asset managers and financial consultants to small and medium-sized banks in Switzerland, where we lead the market, and also in France, Germany and Germany as well as in other locations around the world. Using intermediaries to offer our products and servicescountries. This allows us to further leverage the scale and scope of our private banking expertise, while giving them integrated, comprehensive solutions suited to their clients’ needs.wealth management expertise.

European wealth management

The European wealth management initiative was launched in early 2001, and is aimed at wealthy clients in the five target countries of France, Germany, Italy, Spain and the UK. Together theythese countries comprise around 80% of the total European market for wealthy clients. The initiative combines our extensive private banking experience withdraws on the best of UBS PaineWebber’sthe marketing and product skills using both as powerful catalysts to build a significant domestic European presence.


25


developed over the years by PaineWebber in the US.

The Business Groups
UBS Wealth Management & Business Banking
(European Office locations)








People
Acquiring high quality client advisors with specialized knowledge of their domestic markets is a cornerstone of the European wealth management initiative. Since the initiative’s start in early 2001, we have tripled the number of advisors in our five key European countries. In 2002, we employed an additional 181, raising the total to 551 client advisors on 31 December 2002. New hires benefit from a training initiative that helps every private banker learn about the current state-of-the-art in wealth management, complemented by product-specific training on the new generation of open architecture solutions. We regularly review the performance of our client advisors against pre-set, mutually agreed targets.

Strategy

In 2002, the European wealth management2003, our initiative proved itselfmade further strong progress on many fronts. Its growth potential was underlined by the continued hiring of new client advisors, who helped bring in net new money of CHF 7.610.8  billion. This inflowresult represents an annual net new money inflow rate of 39% of the underlying asset base. In the same period, invested assets were 64% higher at CHF 46 billion on 31 December 2003. Although the initiative is focused on organic growth, we also exploit strategic acquisition opportunities in core markets. As an example, last year we acquired the wealth management operations of Lloyds TSB in France (CHF 1.6  billion in assets), and Merrill Lynch in Germany (CHF 1.8  billion in assets). Early this year in the UK, we agreed to take over Laing & Cruickshank Investment Management Limited from Crédit Lyonnais (assets of CHF



21


The Business Groups
Wealth Management & Business Banking



(FRAMEWORK GRAPHIC)
Wealth Management
Product positioning framework
UBS Investment Products UBS Investment Solutions UBS Financial Planning UBS Wealth Management Solutions
Provide transaction-oriented Add systematic advisory services Go beyond pure investment Provide the whole range products & services and such as asset allocation, decisions and provide of financial services related advice. investment selection and portfolio comprehensive financial in an exclusive and very management. Client chooses services according to individualized format between discretionary and non- the life cycle of the client. discretionary as well as between UBS and 3rd party investment content.of offering
Comprehensiveness
Level IV Level III Level III
Level II Level II Level II Level I Level I Level I Level I

11.5 billion) and Scott Goodman Harris.

     We opened new branches in Florence, Valencia and Vienna in 2003. The pace of expansion, however, is expected to slow from now on as our European business reaches critical mass. A total of 672 client advisors currently operate out of 31 offices, up from 177 advisors and 15 offices at the beginning of 2001. They are supported by an extensive array of secure e-banking services, further helping them seamlessly communicate with their clients.
     With market forecasts showing European core affluent and high net worth assets increasing by 7.7% a year until 2006, outstripping the projected global average annual growth rate of 48%. In the same timeframe, invested assets increased by 75% to CHF 28 billion on 31 December 2002. The impact of Italy’s tax amnesty at the beginning of 2002 highlighted the initiative’s defensive characteristics as almost half of the assets repatriated by6.7%, we believe our Italian clients were directed to our domestic Italian business.
     Our current strategy for this initiative focuses on the three building blocks of “People”, “Products” and “Platform”. Only by deploying the best people, with the best products and superior technology to support them, will we build the client base we seek in our target countries.

(European Office locations)

Products

We offer our clients a full range of Private Banking’s products based on our open architecture philosophy. We carefully tailor our investment solutions to the regulatory and tax environment of each specific country and, of course, to individual client needs.

Platform

We are continuing to expand our European branch network, extending our reach to new clients and improving our service to our existing clients. Potential locations in our five target countries are systematically screened according to a number of criteria including market potential, the market share required to break even, and the potential availability of professional client advisors. We have three different types of offices: main country offices, branch offices and satellite offices. The main country offices are located in a country’s most important financial center and enjoy extensive infrastructure. Branch offices and satellite offices operate with a leaner set up. We currently have 25 offices, up from the 19 offices operating at the start of 2002. The new branch offices opened during 2002 are located in Bielefeld, Bordeaux, Lille, Nantes, Naples, and Strasbourg. In addition, although not directly part of the European wealth management initiative, a satellite office was opened in Brussels.
     In order to ensure our flexibility and capability to swiftly introduce innovative new products, we are building a new IT infrastructure to sup-


26


(Private Banking Product positioning framework)

port the European wealth management initiative. It was successfully launched in France in 2002, and will be rolled out next in Germany and Italy, followed by the remaining target markets.

     Market forecasts indicate that the client segment targeted by the initiative will grow significantly in coming years. We believe that our expertise, strategy and technology putplaces us in an excellent position to significantly enhanceexpand, helping us further cement our position in Europe, and help to establish ourselves as the global wealth manager of choice in our five target countries.choice.

Products and services

In order to maintain ourOur credibility and reputation withhinges on our ability to ensure that clients we have to offer them neutral advice that is not biased towards any particular set of products or services. Doing this successfully entails opening our product architecture to includereceive the best products and services available, regardless of whether we produce them internally or access them from third-party suppliers. At the same time,external sources. However, as we have no intention of becoming a one-stop financial supermarket, and we therefore carefully choose and screen third party offers, onlythird-party offerings, selecting those that meet the high quality standards our clients demand. Combining this careful product selection with our structured advisory process ensures that the solutions we propose to clients are the ones that best fit their needs and goals. Open architecture is key to offering high-quality solutions building on the trust inherent in any relationship between client and client advisor.

     To have the greatest possible impact, our open architecture framework focuses on products or services that differ substantially in both scope and content between the different providers.

Product positioning framework

Depending on their financial situation and individual preferences, clients have varying requirements regarding the level of service they expect from their advisor.
expect.

Investment products

     On a first level,UBS Investment Products, the first level of our product and services framework, comprises advisory services primarily focused uponon effective

management of a standard suite of transaction-oriented products.UBS Investment Solutions, the second level, adds systematic advisory services suchproducts as asset allocation, investment selectionwell as credit and portfolio management. Clients choose investments based on a consultative advisory service or delegate all decision makinglife insurance products to their client advisor. The third level, UBS Financial Planning, goes beyond pure investment decisions and offers comprehensive advice reflecting the client’s needs and tax implications. At the top end of the range,UBS Wealth Management Solutionsprovides the whole range of financial services in an exclusive and very individualized format for ultra high net worth individuals, taking their entire asset base into account, including, for example, real estate and art objects.

Investment products

cover our clients’ basic needs. Our clients benefit from exemplary service and execution standards across a full range of products that stretches from equities to foreign exchange and from structured products to precious metals. In addition, our clients can access a wide range of alternative investments, from in-houseour own hedge funds to third partythird-party private equity funds and fund of funds products. Increasingly, we are finding that clients taking advantage
     Our credit products include a range of products – mainly mortgages and margin loans – for the financing needs of our discretionary portfolio management services are including alternative investments into their overall asset allocation strategy.


27


The Business Groups
UBS Wealth Management & Business Banking





(Private Banking Product Portal)

clients.

     Our UBS Life business which wasin Switzerland, established in first quarter 2001, focuses on the sale of unit-linked products. Theyproducts that are sold alongside more traditional life insurance policies that we provide from third partythird-party sources. In 2002, 4,193UBS International Life, launched in 2003, extends our product offering to Europe and provides clients bought life insurance from UBS Life, ranking it among the top providers in the Swiss market for unit-linked insurance.

with highly flexible long-term investment, retirement or inheritance planning solutions.

Investment solutions

We offerUBS Investment Solutions, the second level, adds systematic advisory services such as asset allocation, investment selection and portfolio management. Our clients can choose between discretionary portfolio management and advisory management of assets, just as they can choose between UBS and third partythird-party investment management.
     Clients that chooseopt for discretionary portfolio management delegate the management of their assets to a team of professional UBS portfolio managers according to an investment strategy agreed with their client advisor and whichthat reflects their risk appetite. Discretionary portfolio management allows our clients to directly benefit from the investment policy of a leading financial institution with international resources. It gives them access to a large reservoir of knowledge and experience, and they are secure in the knowledge that portfolios and risks are continuously being monitored.
Many clients increasingly wish to be involved in



22


The Business Groups

(GRAPHIC)
Wealth Management
Product Portal
UBS Investment Products UBS Investment Solutions UBS Financial Planning UBS Wealth Management Solutions
Direct Investments Portfolio Management Financial Planning Ultra-HNWI Solutions Money Market UBS Managed Fund Portfolio Tax Planning Corporate Advisory Services Structured Products / Derivatives UBS Active Advisory Retirement Planning Real Estate Services Investment Funds UBS Fund Advisory Succession Planning Wine Banking Alternative Investments Trust and Foundation Art Banking Provision / Life Insurance Gold and Numismatics
Credits Corporate Executive Financial ServicesBasic Products and Services Acccounts / Payments / Cards Custody Account / Services Reporting UBS Key Clube-banking Special ServicesBanking abroad VIP Center UBS Optimus Foundation EscrowResearch Groups Business The

the management of their own assets, with

support from UBS’s investment professionals. For them, Private BankingWealth Management provides analysis and supervision of portfolios and their risk profiles, together with tailor-made proposals to support investment decisions. We offer different levels of structured advisory services, eachmost based on an all-inclusive fee.

Financial planning

WeOn the third level, we provide professional financial planning services that help our clients achieve their personal and financial objectives, while assisting them when they have to makeface key financial decisions at different stages of their lives. The financial planning advice we provide to our clients and their families covers all eventualities, from education funding and gifts to children through to business start-ups and inheritance planning. Specific advisory services we provide include strategic wealth management and lifestyle planning, retirement planning, inheritance and succession planning, real estate advice, asset protection, tax planning, insurance advice and the establishment of trusts, foundations and other corporate structures.

Wealth management solutions

At the top end of the range, UBS Wealth management solutions compriseManagement Solutions provides the whole rangespectrum of financial services offered by Private Banking toin an exclusive and very

individualized format for individuals, taking their entire asset base into account. These services include real estate advisory, art banking and corporate finance services for company and vineyard owners as well as reporting and custody services.
     Our initiative for ultra high net worth individuals – launched at the beginning of 2003 – aims to create a consistent and pro-active approach for this client segment by leveraging all the efforts and resources of UBS worldwide. We have established a dedicated competence center in an exclusive and very individualized format.


28


Zurich, which mobilizes UBS’s global resources to deliver sophisticated wealth management services that otherwise only a combination of specialist providers could offer.

     The family office team helps wealthy families preserve and optimize their investments across generations, taking into account all economic, political, legal, and personal aspects.

     Private Banking     Wealth Management also provides independent corporate finance advice and services to business owners through a team of professional investment bankers at UBS Private Banking who can draw on the extensive resources of UBS Warburg.UBS’s Investment Bank.

Distribution

     Real estate is the world’s largest asset class — about 50% of the world’sOur extensive wealth is heldmanagement branch network comprises 112 offices in real estate assets. UBS Private Banking offers comprehensive advisory services for real estate matters around the globe. It assistsSwitzerland and 56 offices worldwide. Working from these offices, 3,300 client advisors combine strong personal relationships with their clients evaluating their

real estate portfolios, offering support in complicated cross-border real estate transactions.

     In addition, we offer a unique professional approachwith access to art investment. Experienced art client service advisors collaborate with our clients to design an art collection, structure tailored art-related solutions or advise on buying and selling rare coins. We draw uponall of the resources of over 150 international service providers in the art-related business.
     We also provide executives and corporations with a leading edge platform that manages stock and options plans, based on a similar UBS PaineWebber service.UBS.



2923


The Business Groups
UBS Wealth Management & Business Banking

The Business Groups
Wealth Management & Business Banking



Business Banking Switzerland

Business Banking Switzerland,

Business Banking Switzerland, UBS Wealth Management & Business Banking’s retail and commercial banking unit, is the market leader in Switzerland and provides a complete set of banking and securities services for individual and corporate clients.

 

Business

UBS isWe are the leading bank in Switzerland. At the end of 2002, the2003, our Business Banking Switzerland unit had around 3.5 million individual client accounts, and relationships with around 180,000 enterprises acrosssome 150,000 corporate clients, including institutional investors, public entities and foundations based in Switzerland, as well as 5,0003,000 financial institutions worldwide. Clients have invested assets of CHF 205212 billion with us. With a total loan book of CHF 139 billion on 31 December 2002,2003, we have a leading position inlead the Swiss lending and retail mortgage market.

     WeOur aim is to provide our clients with optimal levels of convenience and service by continuously expanding our comprehensive range of distribution channels. Together with our successful e-banking offering and customer service centers, our 1,225 ATMs and 311303 branches across Switzerland provide a network that is more extensive than that of any of our domestic competitors. At the end of 2002, Business Banking Switzerland employed 18,442 people throughout Switzerland. This represents a reduction of more than 6,000 employees since the merger in 1998 between the Union Bank of Switzerland and Swiss Bank Corporation. To a great extent, this was due to merger synergies, including a reduction in the number of retail branches by almost 250.
     One of Business Banking Switzerland’sour key objectives is to increase profitability by continuously realizing cost savings, and by improving revenues through a furtherrigorous implementation of our risk-adjusted pricing model. We strive to create additional value by providing integrated financial solutions for our clients’ individual requirements.

Organizational structure

The Business Banking Switzerland unit comprises the Business Banking retaildomestic branch network as well as the main activities of the three logistics business

areas offor corporate and individual clients, which is organized into eight regions. It also includes Operations, Resources, and Information Technology.Technology business areas.

Competitors

Business Banking Switzerland’s major competitors are banks active in the retail and corporate

banking markets in Switzerland. This group includes Credit Suisse, the country’s cantonal banks, Raiffeisen Bank, and other regional or local Swiss banks.

Clients and products

Business Banking Switzerland offers high-quality, standardized products to the retail market for individual and small company clients, as well as more complex products and advisory services for larger corporate and institutional clients and financial institutions.

PrivateIndividual clients

We serve around 3.5 million individual client accounts in Switzerland, offering them a wide range of productproducts and services. Supported by a powerful electroniccomplete set of distribution channel,channels (automated teller machines, phone services, e-banking), our branches which are organized into eight regions, area key driving forcesforce in serving our clients effectively.effectively and efficiently.
     Our range of products and services for private clients providesincludes a comprehensive selection of current

(BAR CHART)



Business Banking Switzerland Invested assets by asset class Total: CHF 215 billion CHF 205 billionCHF 212 billion100%11% 12% 90%14%80%28% 28% 28% 70% 60% 50%21% 22% 20% 40% 30%22% 21% 20% 20% 10%18% 17% 18% 0% 31.12.01 31.12.0231.12.03As at UBS investment funds Accounts / Money markets Bonds Others Equities

24


The Business Groups

(BAR CHART)
Business Banking SwitzerlandInvested assets by client type Total: CHF 215 billion CHF 205 billionCHF 212 billion100% 90% 80%41% 41% 41%70% 60% 50% 40% 30%59% 59% 59%20% 10% 0% 31.12.01 31.12.0231.12.03As at Individual clients Corporate clients and pension funds

cash accounts, savings products, wealth management services, residential mortgages, pensions and life insurance.

     Business Banking Switzerland has We have a leading position in many Swiss markets. In the loan andmortgages segment for individual clients, we have a share of 26%, in the savings marketsmarket for individuals it has a market share ofis 25%, while in the credit card business its market shareit is 31%32%.

Corporate clients

Business Banking Switzerland services 180,000150,000 corporate clients, including institutional investors, public entities and foundations based in Switzerland.
     Of the 180,000,150,000, around 160 are capital marketmajor companies, with operations that span a broad range of markets and geographical regions. These clients require our advanced financing and risk management skills and comprehensive access to the capital markets for funding needs.


30


(Invested assets by asset class and client type)

     Around 7,5007,600 of our clients are large companies that utilize our expertise in handling complex financial transactions. We provide them with a wide range of financial advice, to them, from the selection and design of investment products to assisting within complex mergers and acquisitions or providing structured financing, advice services, often working in close cooperation with specialists from elsewhere in the UBS Group.other parts of UBS.

     The remaining some 170,000 corporate clients (some 140,000) are small and medium-sized enterprises requiring local market expertise and access to our full range of products and services.
     In 1998, we introduced a new lending business process that uses a risk-adjusted pricing model. It was designed to shift the focus away from lending volumes while putting more emphasis on transactions that create economic value by establishing an appropriate risk/return

relationship. As a result of this process, the risk profile of our loan portfolio has gradually improved in the four years since its introduction, while the credit quality of counterparties has also improved. At the same time, risk-adjusted pricing benefits our clients by promoting transparent and open discussions between client and advisor. The advisor clearly communicates the basis for credit decisions, and possible areas of improvement can be identified, which, if successfully implemented, can then be reflected in lower loan pricing.

We also provide substantial business process support to our (clients,clients, ranging from transactional payments and securities services to facilitating cross-border transactions with trade finance products.

     Our global custody services offer institutional investors the opportunity to consolidate multiple agent bank relationships into a single, cost-efficient global custodial relationship. This simplifies their processing and administration arrangements and allows them to take advantage of our value-added services, such as flexible consolidated performance reporting, and powerful portfolio management tools. Over 2003, assets under global custody for institutional clients grew from CHF 112 billion to CHF 133 billion.

Financial institutions

We also offer payments, securities, and custodial services to more than 5,0003,000 financial institutions worldwide and play a leading role, together with UBS Warburgthe Investment Bank, in the firm’s “Bank for Banks” initiative thatstrategy. This focuses on offering state-of-the-art services to other banks. This allowsbanks, allowing us to optimize the utilization of our existing infrastructure and increase efficiency, while otherinfrastructure. Other banks whothat lack our scale can outsource activitiestheir payment, security and benefitcustodial services, benefiting from UBS’s wide-ranging expertise.

Logistics areas

Business areas focusing on client needs can only fully exploit their potential if they are provided with a reliable and efficient infrastructure.

     The logistics business areas (Operations, Resources and IT) provide products and services to UBS Wealth Management & Business Banking and to other UBS businesses. For example, inter-bankinterbank foreign exchange and options transactions from key UBS WarburgInvestment Bank locations, such as London, Stamford, Singapore, Hong Kong and Tokyo, are centrally processed in Switzerland.

New IT platform

Recognizing the need to comprehensively overhaul our basic IT architecture, we launched a large-scale project in 1999 called the Strategic Solution Program (SSP) in Switzerland. It will provide us with a wholly new IT platform and replace a number of current platforms. The modular nature of the SSP platform lays a technical foundation that will help us further increase the overall flexibility of our products while providing our clients with more transparent information and data. SSP reached an important milestone in autumn 2003, when all client accounts were successfully transferred to the new platform.



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The Business Groups
UBS Wealth Management & Business Banking




 

Distribution
The Business Groups
Wealth Management & Business Banking



In

     As further bank applications in Switzerland are transferred to the SSP platform, it will allow for real-time processing around the clock as well as shortening the length of time it takes to bring new product solutions to market. As it will also progressively replace our old IT system, SSP will help us lower operational and maintenance costs over the next few years.

Distribution

Our private clients’ needs have changed in recent years the needs of our private clients have changed. Although our physical branch network used to be the principal distribution platform, today clientsyears. Today, they want the flexibility of being able to access their accounts using the full range of modern communication technology. They want to contact their banktechnology when it is convenient for them, and without restrictions imposed by regular business hours.

     Because of that, UBS Wealth Management &To meet these needs, Business Banking pursues an integrated, multi-channel strategy. We use technology to complement, rather than replace the traditional physical branch network. Standard transactions can be conveniently executed using one of the alternative electronic channels, enabling client advisors to focus on providing personalized advice to individuals,and developing financial solutions to match each client’s individual requirements. Technology is therefore critical to supporting our goal of building strong client relationships, with advice at the center.
solutions. For basic products and services, technology is used to ensure round the clockaround-the-clock availability. Our five customer service centers provide basic information and advicesupport 24 hours a day. In 39day over the phone. Additionally, in 51 of our branches in Switzerland, we have implemented a “two-zone concept”two-zone concept where standard transactions are executed via ATMs, while client advisors sit in an open plan desk area next to the ATMs, and focus on giving clients value-added advice.

e-commerce

Our internet and other e-banking platforms are part of this integrated multi-channel strategy. As well as being a transaction tool, e-banking is an important method for distributing information about UBS’s products and services. UBS’s website provides a wide spectrum of information on specific UBS products. If questions arise, call centers are available to support the client or to arrange in-depth advice from specialists.
     Security of the e-banking platform has become an important competitive factor for UBS Wealth Management & Business Banking. Because of that, over the course of last year, we introduced a new UBS Smartcard access system to replace our paper password lists. UBS Smartcard is based on a code that is saved on each individual UBS e-banking card and does not require any installation. The card’s content is protected and cannot

be copied or decoded. Its codes are only valid for a very short timespan — unlike the paper list.

Our customers make extensive use of our e-banking channels. On 31 December 2002, almost 330,000 clients had active e-banking contracts. During 2002, 74%2003, 76% of payment orders were initiated via e-banking, and 12% of securities transactions were initiated via e-banking.electronic channels, up 2% from 2002.

Loan portfolio

On 31 December 2002,2003, Business Banking Switzerland’s loan portfolio was CHF 139 billion. Mortgages represented CHF 107109 billion, of which more than 80% were residential mortgages.

Continued discipline in implementing our risk-adjusted pricing model has resulted in a strengthened focus of origination efforts on higher quality exposures with an attractive risk/return relationship. Thanks to the introduction of this model, the risk profile of our portfolio continues to improve.

(Loan portfolio by loan category)


32


further improved during 2003. For details onof the credit portfolio, please refer to the “Risk Analysis”Risk Analysis section on pages 59 to 77.page 50.

Recovery portfolio

Because there will always be a certain percentage of clients unable to meet their financial obligations, we have dedicated teams of recovery specialists to help them either by pursuingpursue a possible economic recoveryrecovery. This can be done through restructuring or, alternatively, by achieving the best possible value through liquidation of available collateral in order to limit financial loss on the loan.

     The     Our recovery portfolio amounted to CHF 8.66.4 billion at 31 December 2002,2003, of which CHF 7.85.8 billion was impaired and carried provisions of CHF 3.42.8 billion. TheSince 1998, the recovery portfolioportfolio’s size has been cut by 67% over the last four years from CHF 26 billion at 31 December 199875% thanks to our successful recovery efforts. Over the same five-year period, non-performing loans (those with payments outstanding for ninety days or longer) decreased from CHF 14.0 billion to CHF 5.04.4 billion, leading to a non-performing loans to gross loans ratio of 3.6%3.2%.

(BAR CHARTS)



Business Banking SwitzerlandDevelopment of UBS’s recovery portfolio, 1999–2003CHF billion 405 (10)3026 3 (9) 21202 (5) 15 1 (4) 12 1 (4)109 6 31.12.98 31.12.99 31.12.00 31.12.01 31.12.01 31.12.02 31.12.03 0Balance Settlement of recovery loans outstanding New recovery loans addedBusiness Banking SwitzerlandLoan portfolio by loan category Total: CHF 146 billion CHF 139 billionCHF 139 billion100%5% 8% 6%90%20% 18%80%22%70% 60% 50% 40%77% 70% 74% 30% 20% 10% 0% 31.12.01 31.12.0231.12.03As at Mortgages Commercial credits Recovery portfolio

Strategic Solution Project (SSP)

26


   
  The Business Groups

 

 

The extensive consolidation in the financial industry over the last decade and the rise of new, interactive technologies such as the internet have substantially changed the demands and performance requirements for the IT infrastructures of major global financial service providers. Flexible platforms and online capabilities are now de rigueur, as are IT applications that give clients comprehensive real-time, online services and allow the bank and client advisors to get an integrated view of client data and transactions.

     Recognizing the need to comprehensively overhaul our basic IT architecture, in 1999 we launched a large-scale project called the “Strategic Solution Program” for Switzerland. It will provide us with a wholly new IT platform and replace a number of current platforms, which have reached, despite continual updates and renewals, certain limits. The SSP is a basic platform that will hold all basic data and information necessary for UBS’s business in Switzerland, and from which business-critical applications can be built on top.
     The main objectives of the new banking software platform are to increase business flexibility, improve online, interactive capabilities, lower
Business Groups
Global Asset Management

operational risks, achieve shorter times to market for products and services, introduce front-line applications for all business processes, cut operational costs and create clearly-defined interfaces based on industry standards.

     In 2003, the core system will be programmed and installed, after which all bank applications in Switzerland will be built on top of it. Users themselves will not notice a great difference on their computer screens as a conscious decision was taken at the outset to change as little to the graphic interface as possible during the first stage of the project.
     As SSP progresses, certain applications will be bought from external providers; some will be taken from the old UBS platform and updated, while UBS’s internal business and IT specialists will develop others.
     We also know that SSP works effectively. Some components of our information technology infrastructure started to be processed on the SSP platform last year. Moreover, to test stability and performance, we ran the basic system successfully in parallel with our old system when performing year-end processing.


33


The Business Groups
UBS Global Asset Management




UBS Global Asset Management

(John A. Fraser)

(PHOTO OF FRASER)
John A. Fraser
Chairman and CEO
UBS Global Asset Management

UBSThe Global Asset Management business is aone of the world’s leading asset manager,managers, providing investment management solutions to institutional clients as well as to private clients, through financial intermediaries.intermediaries and institutional investors.

         

Business Group reporting   
    
  UBS Global Asset Management 
  
 
CHF million, except where indicated      
For the year ended 31.12.02  31.12.01 

Institutional fees  899   1,174 
Wholesale Intermediary fees  1,054   1,044 

Total operating income  1,953   2,218 

Personnel expenses  946   1,038 
General and administrative expenses  513   569 
Depreciation  37   46 
Amortization of goodwill and other intangible assets  270   286 

Total operating expenses  1,766   1,939 

Business Group performance before tax  187   279 

Cost/income ratio before goodwill (%)  77   75 
Net new money — Institutional (CHF billion)  (0.6)  6.2 
Invested assets — Institutional (CHF billion)  279   328 
Net new money — Wholesale Intermediary (CHF billion)  (1.8)  28.7 
Invested assets — Wholesale Intermediary (CHF billion)  278   344 
Headcount (full-time equivalents)  3,346   3,281 


Business Group Reporting
         
CHF million, except where indicated Global Asset Management
For the year ended or as at 31.12.03  31.12.02 
 
Total operating income  1,737   1,655 
Total operating expenses  1,405   1,436 
 
Business Group performance before tax
  332   219 
 
Net new money – Institutional (CHF billion)  12.7   (1.4)
of which: money market funds – Institutional (CHF billion)
  (5.0)  (1.8)
 
Invested assets – Institutional (CHF billion)  313   274 
of which: money market funds – Institutional (CHF billion)
  14   19 
 
Net new money – Wholesale Intermediary (CHF billion)  (5.0)  (6.3)
of which: money market funds – Wholesale Intermediary (CHF billion)
  (23.0)  (6.9)
 
Invested assets – Wholesale Intermediary (CHF billion)  261   259 
of which: money market funds – Wholesale Intermediary (CHF billion)
  87   106 
 
Headcount (full-time equivalents)  2,689   2,733 
 



 

Business

UBS Global Asset Management provides investment management services for institutional investors, and for financial intermediaries worldwide. Our purpose is to deliver superior results for clients through our integrated investment platform.

We are distinguished by our integrated global investment platformprocesses and the breadth, depth and scope of our investment capabilities thatwhich enable us to offer clients investment portfoliossolutions in nearly every major asset class.
     Invested assets totaled CHF 557574 billion on 31 December 2002,2003, making us one of the largest global institutional asset managers, the second largest mutual fund manager in Europe, and by far the largest mutual fund manager in Switzerland.
     OurIn February 2003, we refined our business and investment model and the organization now consists of three platforms. Ourareas. Thecore investment management businessis based on our price/intrinsic value investment philosophy, is atand founded on our commitment to securities research and fundamental analysis. Disciplined processes systematically apply our investment philosophy and ensure the quality of our execution.

heart of our core

     Thealternative and quantitative investments business encompasses several specialist areas, including the O’Connor hedge funds business. Unlike many alternative investment management business. We can demonstrate strengthproviders, we have both single and depth ofmulti-manager investment resources around the world and have the critical mass to attract and retain the best people. State-of-the-art risk management tools

streams.

(Invested assets by client type)(BAR CHART)



Global Asset ManagementInvested assets by client type Total: CHF 649 billion CHF 533 billionCHF 574 billion100% 90% 80%50% 49% 45% 70% 60% 50% 40% 30%50% 51% 55%20% 10% 0% 31.12.01 31.12.0231.12.03As at Institutional Wholesale Intermediary


3427


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Global Asset Management



     Ourreal estate business provides specialized property investment expertise. The business purchases, sells and processes are centralactively manages investments in property, including office, industrial, retail and residential real estate. It then structures the investments into private funds, publicly listed investment funds or individually managed client accounts. The business is active in the Americas, UK, Continental Europe and Asia Pacific.

          Risk management is an integral and active part of our investment management process and is employed to assess and consider the implications of any investment decision we make on our disciplined investment approach. Developed in-house,client portfolios. Substantial resources have been devoted to the development of our Global Equity Risk System allows portfolio managersproprietary global risk management system. One of its key qualities is its capability to call upon comprehensive risk analysis within seconds. In this way, portfolio managers can be sureensure that portfolios have predefined risk budgets and are managed in line with clients’ individual risk/return objectives.
     Our second alternativeconsistently according to client objectives and quantitative investments platform encompasses several specialist businesses with distinctive brands, including O’Connor (hedge fundsexpectations for risk and other alternative investments), AIS (the Hong Kong-based fundreturn. A team of hedge funds business), DSI (global equity index managers)some 60 risk management, asset allocation and ACM (the Zurich-based institutional hedge fundcurrency specialists manage risk at the country, currency, industry sector and private equity manager).
     The third, the real estate business — principally located in the US and the UK, with significant presence in Switzerland and Japan — have been combined into a separate and global real estate capability.
     UBS Global Asset Management has devoted substantial resources to creating and maintaining its systems. We run a number of proprietary systems including models and tools for equity and fixed income research, valuation, risk monitoring and portfolio management. We have also invested in sophisticated, web-based communication tools to disseminate investment information internally. Through these communication links between our investment professionals worldwide, we create conditions for generating superior investment research and for sharing knowledge and ideas for the benefit of our clients.security level.

Organizational structure

UBS Global Asset Management’sOur main offices are in London, Chicago, New York, Tokyo and Zurich. With over 3,000We have around 2,600 employees, of which some 520 are investment professionals, located in more than 20 countries, UBS Global Asset Management is truly global.21 countries.

          UBS Global Asset ManagementThe separate asset management Business Group was formed as a result ofafter the merger of Union Bank of Switzerland and Swiss Bank Corporation in 1998. In July 2000, this culminated in the integration of the investment teams of the respective asset management businesses were integrated – UBS Asset Management, BrinsonBrin-

son Partners (whose Chicago origins date back to the early 1970s) and Phillips & Drew (established in London in 1895). In April 2002, with the integration completed, the Business Group was re-branded as UBS Global Asset Management.

(Institutional invested assets by client location)

          GAM (specialist multi-manager, founded in 1983We report revenues and acquired by UBS in 1999), which was part of our Business Group, will be transferredkey performance indicators according to the Corporate Center astwo main segments of first quarter 2003. For further details please refer toInstitutional and Wholesale Intermediary clients.

Competitors

In the “Private Banking” section on page 24).

Competitors

UBSinstitutional arena, Global Asset Management competes against other global asset managers such as Merrill Lynch Investment Managers,including Capital, Guardian, PIMCO, Deutsche Asset Management and Alliance Bernstein. In the wholesale area, our main global competitors include Fidelity, AMVESCAP (INVESCO) and AMVESCAP.JP Morgan Fleming.

Clients

UBS Global Asset Management offersOur clients receive the most appropriate investment solutions for their needs through our combination of investment expertise with local delivery of our capabilities and services as well as an ongoing dialogue with clients. Apart from the advisory and reporting aspects of our client communications, we also keep them updated on current investment perspectives and business issues through a comprehensive range of investment capabilities designed forpublications and events.

Distribution

Institutional

We have a diverse institutional investors andclient base located throughout the wholesale intermediary marketplace around the globe.

(Global capabilities)world. Our clients include:



35

(BAR CHARTS)

(BAR CHARTS)



28


The Business Groups

(GRAPHIC)
– corporate and public pension plans
– endowments, municipalities, charities and private foundations
– insurance companies
– governments and central banks; and
– supranationals
In consultant-driven markets, such as the US and UK, we rely on developing and maintaining strong relationships with the major consultants that advise corporates and institutions.
Wholesale Intermediary
The Global Asset Management business offers over 400 investment funds, exchange traded funds and other investment vehicles, across all asset types in diverse country, regional and industry sectors.
     Distribution of our investment funds is principally through financial intermediaries. Our most significant distribution channels are Wealth
(BAR CHART)


TheManagement & Business Groups
UBS Global AssetBanking and Wealth Management
USA. We are continuing to evolve towards a distribution architecture in which an increasing proportion of funds will be sold through third-party channels.

Products and services

     We combine investment expertise and sophisticated risk and currency management with a clear commitment to providing client-centric solutions. Our capabilities and services include active investment in equity and fixed income passiveasset classes, indexed and exchange-traded funds, as well as alternative investment strategies using fund-of-fundsadvisory services, hedge funds with both single and multi-manager funds,investment streams, and real estate and timber.estate.

          These investmentInvestment management services are offered in the form of segregated, pooled and advisory mandates as well as through investment funds. We aim to deliver superior long-term investment performance to clients through the management and allocation of their investments across and within all major asset classes.
          To meet investors’ needs for increasingly complex solutions, we have developed targeted return solutions which include advice and services that encompass risk management, asset allocation, currency overlay and asset/liability matching. Opportunities exist to offer these advisory services to large institutions, sovereign clients, banks and insurance firms who are looking to outsource asset management capabilities. We are also repositioning UBS Fund Services as a global, stand-alone fund administration business. The business already has substantial third-party mandates, and we believe that client service means more than providing investment expertise and wide-ranging investment capabilities. UBS Global Asset Management also recommends relevant investment solutions based on its understanding of the needs of clients. Ongoing dialogue is critical. Beyond the consultative and reporting aspects of our client relationships, we communicate with clients utilizing a comprehensive range of publications and events to keep them up-to-date with research, investment views and business issues.

Institutional

We have a diverse institutional client base located throughout the world. Our clients include:
corporate and public pension plans
endowments and private foundations
insurance companies
sovereign governments and their central banks; and
supranationals

(Institutional invested assets by client mandate)

     In consultant-driven markets, such as the US and UK, we rely on developing and maintaining strong relationships with the major consultants that advise institutions. We also dedicate resources to generating new business directly with large clients.

Wholesale Intermediary

UBS Global Asset Management offers over 400 investment funds, exchange traded funds and other investment vehicles, across all asset types in diverse country, regional and industry sectors.
     Distribution of our investment funds is principally through financial intermediaries. Our most significant distribution channels are UBS Wealth Management & Business Banking and UBS PaineWebber. We are continuing to evolve towards a distribution architecture in which an increasing proportionadministration of funds will be sold through third party channels.increasingly outsourced by many providers of fund products.

(Wholesale Intermediary invested assets by distribution channel and Wholesale Intermediary invested assets by fund type)Investment performance

There was a substantial recovery in most equity markets during 2003 as investors anticipated a strengthening global economic upturn. Some stock prices were pushed to levels that were unjustified by their long-term profit outlook – making a challenging environment for individual security selection based on fundamentals. Against this background, and after several years of strong outperformance, some of our core global equity portfolios lagged their benchmarks. Global bond markets, in the meantime, only recorded moderate returns because of concerns regarding stronger economic growth and a possible increase in central bank interest rates. Our active bond management strategies performed well in 2003 as they



3629


Strategic opportunities
The Business Groups
Global Asset Management



Industry trends

benefited from interest rate and competitive positioningindividual security selection, with our asset allocation and currency strategies also making a strong contribution.

Despite          In the recentalternative and quantitative business, strategies performed well across the board in 2003. All key equity-oriented strategies recorded positive returns and core strategies based on macro-economic themes performed strongly over the full year. Across the multi-manager groups, strategies with exposure to the equity markets performed exceptionally well, while more market volatilityneutral strategies also recorded solid returns.
          With investors seeking less volatile returns and preservation of capital, demand for property investments increased. Historically, these have proven to be a strong source of income and total return. Based on the longer-term outlook forlatest available return information, the real estate business achieved strong returns in the US, Switzerland, UK and Japan.

Strategic initiatives / strategic opportunities

Global equity markets staged a convincing recovery in 2003, helping to support the asset management industry’s recovery. In the medium to longer term, the industry remains strong, primarily driven by demographic pressures and accompanying pension reform. However, asset management, like mostoutlook continues to be bright, because of the financial services industry, is undergoing a period of reassessment and review. There is widespread recognition that costs will need to be reduced and that fee levels cannot be sustained.

     Open architecture distribution appears to be increasingly commonplaceshift in the US while it is making inroads into the European and Asia Pacific regions. This continues to present both opportunities and challenges for asset managers; opportunities to gain access to new and formerly closed distribution channels and challengesdemographics in maintaining penetration rates within proprietary ones.
     Recent volatility within the equity markets has encouraged many investors to seek alternative forms of investment that diversify their investment styles. This has led to the increased popularity of hedge funds and private equity investments driven by higher potential returns and lower correlationdeveloped societies towards older populations, coupled with stock market indices. Furthermore, in the short-term, an increased allocationneed for private savings to fixed incomesupplement the various public pension systems. With a record of strong three- and money market instruments has been witnessed. Only asset managers possessing global, multi-specialist offerings are able to service such changing needs infive-year investment performance for most core capabilities and a flexible manner.
     We believesolid reputation, we are strongly positionedcompetitively placed to take advantage of this changing market as we havebenefit from the reach and necessary scale to succeedexpected growth in an

increasingly global industry, and we have a multi-specialist offering of diverse investment capabilities matched by very few companies.
     The more clearly focused structure we have implemented, now more clearly delineates between our price/value investment capabilities, alternative and quantitative investments platform and our global real estate capabilities. Distribution of all these capabilities to both institutional and wholesale clients willmarkets.

     On a product level, Europe is expected to continue to rely heavily upon our strong regional business structure.see a broad shift towards open architecture platforms and further development of multi-manager investment solutions – although progress to date has been slower than expected. In this way, we will endeavorterms of asset mix, real estate and hedge funds are expected to provide clientscontinue to benefit from investors’ need for greater portfolio diversification. Passive investments are also expected to increase in importance, implying a relatively subdued outlook for traditional active equity and fixed income capabilities. As a result, competitive pressures for traditional products are expected to increase, with slower growth underscoring the best solutionsimportance of gains in market share. This is compounded by continuing pressure on industry fees as consultants and institutional investors remain sensitive to their needs.

Investment performancepricing levels, as well as expected continued regulatory pressure on wholesale and retail fund pricing.

In all capabilities, there have been strong investment performance trends          The importance to the industry of restoring public trust following recent US regulatory scandals cannot be overstated. Asset managers must elevate compliance and risk control to anticipate and exceed regulatory standards. Increased competitive pressures, and the resultant higher costs, together with rising regulatory complexity, are likely to result in recent years. Inconsolidation and segmentation within the coreindustry. Many mid-tier players may decide to outsource non-core investment management platform, this was particularly evident in 2002 — portfolios were well positioned early in the yearactivities to focus on more core activities. This presents opportunities for the disappointment faced by investors in capital markets flowing from both poor economiclarge managers, such as UBS, with a broad array of traditional and earnings growth. Balanced portfolios benefited from equity underweightings in the first half of the yearinnovative capabilities and overweightings thereafter. Across the various asset classes, individual security selection proved asservices and a well-known, strong as in recent years, especially in the global equity mandate. Performance in active currency mandates was also strong. In the other capabilities, performance was affected by the challenging market conditions. Several of the capabilities performed well while others faced particular difficulties in the middle part of the year. Performance towards the end of the year was stronger across the board.brand.



3730


The Business Groups

 

The Business Groups
UBS WarburgInvestment Bank



UBS Warburg

Investment Bank

(Photo of John P. Costas)

(PHOTO OF COSTAS)

John P. Costas
Chairman and CEO
UBS Warburg
Investment Bank

UBS Warburg is one of the world’s leading firms in the investment banking and securities firms,business, providing a full spectrum of services to institutional and corporate clients, governments and financial intermediaries around the world.intermediaries.


Business Group reportingGroup/Business Unit Reporting

                         
  Corporate and       
  Institutional Clients  UBS Capital  UBS Warburg 
CHF million, except where indicated 
  
  
 
For the year ended 31.12.02  31.12.01  31.12.02  31.12.01  31.12.02  31.12.01 

Income  14,100   15,587   (1,602)  (872)  12,498   14,715 
Credit loss expense  (128)  (112)          (128)  (112)

Total operating income
  13,972   15,475   (1,602)  (872)  12,370   14,603 

Personnel expenses  7,784   8,258   94   96   7,878   8,354 
General and administrative expenses  2,314   2,586   64   64   2,378   2,650 
Depreciation  381   454   1   2   382   456 
Amortization of goodwill and other intangible assets  364   402   0   0   364   402 

Total operating expenses
  10,843   11,700   159   162   11,002   11,862 

Business Group performance before tax
  3,129   3,775   (1,761)  (1,034)  1,368   2,741 

Cost/income ratio before goodwill (%)  74   72           85   78 
Net new money (CHF billion)                  0.5   0.1 
Invested assets (CHF billion)                  3   1 
Headcount (full-time equivalents)  15,964   15,562   73   128   16,037   15,690 

                         
  Investment Banking      
CHF million, except where indicated & Securities Private Equity Investment Bank
For the year ended or as at  31.12.03  31.12.02   31.12.03  31.12.02   31.12.03  31.12.02 
 
Total operating income  14,058  13,972   (77)  (1,602)  13,981  12,370 
Total operating expenses  9,980  10,843   112  159   10,092  11,002 
 
Business Group / Business unit
performance before tax
  4,078  3,129   (189)  (1,761)  3,889  1,368 
 
Headcount (full-time equivalents)  15,500  15,964   50   73   15,550  16,037 
 



Business

UBS WarburgUBS’s Investment Bank operates globally as a client-driven investment banking and securities firm. Our salespeople, research analysts and investment bankers provide products and services to the world’s key institutional investors, intermediaries, banks, insurance companies, corporations, sovereign governments, supranational organizations and supranational organizations.private investors.

          For both itsour own corporate and institutional clients and the individual clients of other parts of UBS, the UBS Group, UBS WarburgInvestment Bank provides product innovation, research and advice, and comprehensive access to the world’s capital markets.

Organizational structure

Since 1 January 2002, UBS Warburgthe Investment Bank has been organized into two business units:

 the Corporate and Institutional ClientsInvestment Banking & Securities business unit, which is one of the world’s leading global investment

banking and securities firms, providingwhich provides products and advice to institutional and corporate clients
 UBS Capital,Private Equity, which is responsible for managing ourmanages private equity investments in a diverse global range of private companiescompanies.
Our former

From first quarter 2004 onwards, we will no longer report Private Equity as a stand-alone business unit. Results from the private clientsequity business centered around UBS PaineWebber, becamewill be reported as a separate and independent Business Group effective 1 January 2002. Results shownrevenue line in the Business Group reporting table have therefore been restated to reflect this.

income statement of the Investment Bank – just as we currently do for all the major business areas.

Competitors

As a global investment banking and securities firm, we compete against other globalmajor international players likesuch as Citigroup, Credit Suisse First Boston, Goldman Sachs, Deutsche Bank, JP MorganChase, Merrill Lynch Goldman Sachs,and Morgan Stanley and Credit Suisse Group.Stanley.



3831


Corporate and Institutional Clients

The Business Groups
Investment Bank



Investment Banking & Securities

Our global reach, supported by a complete array of products and services, gives our clients unique access to financial markets around the world backed up by a complete array of services and products.world.

Business

The Corporate and Institutional Clients (CIC)Investment Banking & Securities (IB&S) business unit provides wholesale financial products and advisory services to a diverse client base worldwide.spread throughout the globe. It has a significant corporate client financing and advisory business, withwhose particular strengths lie in advisingproviding advice on cross-border mergers and acquisitions and theraising capital raising requirements offor our global corporate and governmental client base. Although historicallyHistorically, we have been among the leaders in European corporate finance, and in recent years we arehave also nowbeen one of the fastest growingfew investment bankbanks experiencing strong growth in the US, according to data provided by Freeman & Co’s “All Industries” data.All Industries survey.

          We are also an important partner for institutional clients, with strengths in equities research and distribution as well as in originating, structuring and distributing fixed income cash and derivatives products. We haveOur risk management skills run across all product areas, covering cash and derivative products. Weproducts, and we leverage these skillsthem to provide a broad array of risk management products for our institutional and corporate clients.

(Operating income by business area)

          We also manage cash and collateral trading and interest rate risks on behalf of the UBS, Group while executing the vast majority of securities, derivativesderiva-

tives and foreign exchange transactions for UBS’s retailthe firm’s individual clients.

          To our core clients, we offer lending products to support their financing needs although risk/return considerations are paramount drivers in determining balance sheet usage. We also occasionally provide them with bridge financing to help them complete their financing needs.
          Due to the nature of our business, our revenues vary seasonally from quarter to quarter. Historically, the first half of the year tends to be stronger than the second half.
     CIC,The IB&S unit, headquartered in London and New York, employs almost 16,000over 15,000 people in 31 countries around the world.

Organizational structure

We organize our businessOrganizational structure

Our businesses are run on a global basis and organized into the three distinct areas:areas of:
 Equities
 Investment Banking
 Fixed Income, Rates and Currencies

They are distinguished by the type of products and services offered and the nature of the business risks they raise. All businesses are run on a global basis.

incur.

Legal structure

UBS WarburgThe Investment Bank operates through branches and subsidiaries of UBS AG. Securities activities in the US are conducted through UBS WarburgSecurities LLC, a registered broker-dealer.




Investment Banking & Securities: income by client type

             
  For the year ended
% of total 31.12.03  31.12.02  31.12.01 
 
Investment banking clients  21   23   23 
Securities revenue from corporate clients  4   6   6 
Institutional clients and markets  75   71   71 
 
Total
  100  100   100 
 

(PIE CHART)



32


Products and services
The Business Groups

Products and services

Equities

UBS Warburg’s equity businessThe Investment Bank is a leading player in the global primary and secondary markets for equity, equity-linked and equity derivative products. We sell, trade, finance and clear cash equity and equity-linked products. We also structure, originate and distribute new equity and equity-linked issues. Additionally, we provide research on companies, industry sectors, geographic markets and macro-economic trends.


39


The Business Groups
UBS Warburg


Corporate and Institutional Clients: income by client type
              
   For the year ended 
   
 
 % of total 31.12.02  31.12.01  31.12.00 
 
 Investment banking clients  23   23   23 
 Securities revenue from corporate clients  6   6   5 
 Institutional clients and markets  71   71   72 
 
 Total  100   100   100 
 

(Pie Chart)


          We are membersa member of over 87 differentmore than 80 stock exchanges in 31 countries and have a local presence in 40 offices around the world, withworld. This multi-local approach allows our client teams to deliver the advantages of our scale and global reach to individual clients regardless of their home market. In 2003, we were named the “World’s Best Equity House” byEuromoney, a team of 900 salespeople giving our clients access to the global equity markets. In the US, our equities business is among the top investment banks in terms of trading volume, and for market share of client commissions (according to an industry survey). We remain an important provider of non-US primary and secondary equities into the US market.
     In Europe, we continue to defend our leading position while in the Asia-Pacific region, we have built a substantial equities franchise. Also, we have maintained longstanding and first-ranked positions in Australia in the research, primary and secondary categories, according to leading market surveys. In Japan, we are onerecognition of the main foreign players in the domestic market. During 2002, UBS Warburg received the following awards, among others, from industry publications and surveys:
“Equity House of the Year” fromThe Banker(second year running)
“No. 1 Global Product Sales” fromInstitutional Investor
“Equity Derivatives House of the Year” fromInternational Financing Review
     The technology platform has been incorporated into the day-to-day management of each business area, allowing us to adapt, expand and improve our business processes and client services.
     Our Equity Capital Markets team lead manages many of the world’s largest and most complex pricing transactions, demonstrating the cross-border natureexcellence of our relationships and the strength of our distribution network, with a significant global position in distributing block trades, rights offerings, IPOs, and hybrid and convertible issues to both institutional and private clients.
     The global Equity Finance business focuses on hedge funds, with substantial market positions in equity swaps, stock borrowing and lending, and integrated international prime brokerage services.client service.
          Our equity research team supplies independent assessments of the prospects of approximately 3,4002,900 companies across diverse sectors worldwide, representing about 90%(corresponding to 80% of world market capitalization,capitalization) across diverse industry sectors, as well as economic, strategy and derivative research. We took the top position for the best overall global equity research in this year’sInstitutional Investor survey. Our equity research principles are very strict in maintaining effective confidential information barriers between investment banking and research and in following appropriate and clear procedures for any crossing of those barriers in connection with investment banking transactions. In

(BAR CHART)

2003, we introduced a new simplified rating system for equity analysis that combines a recommendation with a new predictability indicator that highlights the degree of certainty an analyst has in their price target. We believe the new research process is both easier to understand and more comprehensive. By carefully coordinating the efforts of our regional and product distribution teams, we have built a global cash equities franchise that is second to none. With the scale and balance of our platform across all time zones, we offer liquidity, and efficient completion in executing orders in every major world market.

          We are also a recognized market leader in derivatives, winning the “Best Equity Derivatives” awards fromInternational Financing Review,RiskandEuromoneyin the past year. Risk management products remain among the segments of our business with the fastest pace of growth, and we will continue to focus on providing innovative and customized investment solutions to institutional and corporate clients, as well as clients in our asset management and wealth management businesses.
          Our Equity Capital Markets team manages many of the world’s largest and most complex transactions, demonstrating the cross-border nature of our relationships and the strength of our distribution network. We have built a leading global position as a distributor of block trades, rights offerings, initial public offerings, and hybrid and convertible issues to both institutional and private clients in every regional market.
          We have made significant investments in our technology platform, and are recognized as a market leader in providing a number of electronic services to our clients such as equity research and trading. This was confirmed by a number ofEuromoney2003 Technology Awards, among them “Best Equities Trading Connectivity”, “Best Online Equities Research” and “Best Equity New Issues Platform”. Our front-to-back focus on technology allows us to adapt and continuously improve our business processes and client services.
          Our Hedge Fund Services business provides integrated global services, including stock borrowing and lending, and prime brokerage to the rapidly expanding universe of hedge fund clients. In 2003, UBS acquired the US prime brokerage



33


The Business Groups
Investment Bank



operations of ABN AMRO, significantly enhancing our market position there. The business was focused on small and mid-segment hedge funds and formed an excellent strategic fit with our existing platform by adding over 300 new clients, helping UBS position itself among the top five prime brokers in the US.

Investment Banking

In the investment banking business, UBS Warburg provideswe provide advice and execution capabilities to a global corporate client base. This advice encompassesOur services encompass advising on mergers and acquisitions, strategic reviews and corporate restructuring solutions. In conjunction with other business areas of UBS Warburg,the Investment Bank, and other Business Groups, of UBS,we also arrange the investment banking business also arranges execution of new debt and equity issues on a global basis.
          In 2002, against a challenging economic background,2003, we assisted our corporate clients in a range of successful M&Amerger and acquisition transactions and capital market issues. Some of the more notable dealsmandates included:
- joint financial advisor to WellPoint Health Networks, the US healthcare company, on its USD 16.4 billion sale to Anthem
- sole financial advisor to Vodafone on its USD 2.2 billion sale of 2002 included:
Carnival’s USD 7.5 billion acquisition of P&O Princess
Univision Communications USD 3.5 billion all-stock acquisition of Hispanic Broadcasting Corporation — a landmark strategic deal to combine the leading US Spanish language television and radio companies


40


fixed-line subsidiary Japan Telecom to Ripplewood
Network Rail’s GBP 9 billion acquisition of Railtrack Plc, which was supported by GBP 21 billion of standby loans
the USD 24 billion restructuring of NTL — one of the largest corporate restructuring transactions in history for the leading UK broadband cable operator
Bank of China (Hong Kong) restructuring and USD 2.7 billion IPO, the first from a state-owned financial institution in the People’s Republic of China.
- joint global coordinator for Allianz, the German insurance company, on its EUR 3.5 billion rights issue
     We have more than 2,100 investment banking professionals worldwide.- sole bookrunner for Australian financial services company AMP on its demerger and related USD 2 billion equity issue
- joint bookrunner for Russian natural gas producer Gazprom on its 7-year EUR 1 billion issue
- joint bookrunner for US telecommunications company Sprint on its USD 5 billion multi-tranche issue due 2006, 2013 and 2033.
          One of our strategic goals is the expansion of our global corporate client franchise. We continueTo maintain a strong global position, an extensive pres-

ence in the US is critical and we have made substantial investments to invest in completingexpand our business there over the buildup of our US franchise, which we started to do in late 2000, by hiring highly qualified bankers. Despite these investments, we do not expect immediate results. Gaining new investment banking business involves long lead times, but we are pleased with the progress made in 2002.last three years. The combination of our expandedlarger investment banking and equities footprintpresence in the US, givesas well as increased awareness of the UBS brand, has given us greater access to key corporate executives, which has allowedallowing us to become involvedparticipate in some of the largest and most complex deals in 2002. We achievedtransactions last year. As a result, we had one of the highest growth rates in US market share growth of any investment bank in 2002.

2003 and we see clear potential to expand further.
          We have a longer term goal of achieving market share, on a global basis, in excess of 5%. We believe that theThe results achieved this year, globally, with a market share of 5% compared to 4.4% a year earlier, against a background of very challenging conditions for corporates,relatively modest recovery in corporate activity levels, clearly show the strength and momentum of our leading investment banking franchise.
          We believe the market fee pool will increase in 2004, although we do not expect a return to the extraordinarily high levels of activity experienced in 1999 and 2000. Increased activity is anticipated in mergers and acquisitions and primary equity issuance, but this is likely to be partly offset by a flat to slightly smaller fee pool in debt capital markets.

(Fee pool market share, investment banking products)

Fixed Income, Rates and Currencies

UBS Warburg is also     Our Fixed Income, Rates and Currencies (FIRC) business provides a substantial fixed income and foreign exchange house, providingbroad spectrum of products and original thinkinginnovative solutions to corporate and institutional clients in all major markets. With over 2,1002,200 professionals employed around the world, we offer our clients a genuinely seamless global service. OurThe FIRC unit is a diverse portfolio of business includes:lines, which include:
 governmentFixed income, incorporating debt capital markets, credit trading and corporate bondscredit derivatives
 foreignForeign exchange and cash & collateral trading
 Rates, incorporating interest ratesrate derivatives, residential mortgages, government bonds and energy trading
 vanillaPrincipal finance and structured credit derivativescommercial real estate



Key performance indicators: league table rankings

                         
  31.12.03 31.12.02 31.12.01
      Market      Market      Market 
  Rank  share %  Rank  share %  Rank  share % 
 
Global mergers and acquisitions (completed)  8  11.2  9   10.4   8   9.8 
International equity new issues  4  8.5  6   8.6   2   13.0 
 
1 Source: Thomson Financial Securities. 2 Source: Dealogic EquitywarePlus.



34


 
mortgage and asset-backed securities
The Business Groups

principal finance
cash and collateral trading
structured products

(BAR CHART)

     These major business lines are underpinned by our global distribution and our highly regarded research capabilities, as acknowledged by our number one ranking for Fixed Income Strategy inThomson Financial’sExtel survey and number one ranking inInstitutional Investorfor mortgage-backed securities (MBS) research.

     Our approach to specific products and markets varies. Where potential for sufficient risk-adjusted returns exist,exists, we seek market share leadership in high-volume, liquid markets, using our client flow, capital and economies of scale to generate returns. As an example, of that, we have, according toEuromoney, the leading 23.8%11.5% market share in the online foreign exchange trading market.market, and we execute roughly a quarter of all online FX trades. Furthermore, our residential mortgage business retained its top global position in theThomson FinancialGlobal MBS league tables for the third year running.
     However,In those markets where there are certain fixed income markets where scale can only be gained at the expense of returns. In these cases,not sufficient risk-adjusted returns, we may decide not to seek market share, but instead focus on earningspecific products where there are potentially higher margins in specialized products.margins.

     In 2002,2003, we maintained our presence in the international and US debt capital markets through our ability to execute across a range of currencies and products and our placing capabilitiesto distribute those products in the global institutional and retail markets. We have continued not pursuedto pursue volume and have not chased mandates through large-scale lending, nor have we issued in large volume where mandates are awarded on price.

lending.
     Furthermore, whileWhile there are no definitive surveys or overall measures of market share in the highly fragmented fixed income, rates and foreign exchange markets,currencies space, we continue to win awards for the depth of our client coverage and technical expertise.
Accolades in 2003 include “World’s Best FX House” in theEuromoney2003 Awards wefor Excellence (for which UBS also won last year include the 2002“World’s Best Bank” and “World’s Best Equity House” awards, among others). We also took the top place for a FX House of the Year frombank inThe Banker,FX Week, and second rankwere third inThomson Financial’sInstitutional Investor’sExtel Survey forannual US Fixed Income Strategy, Fixed Income Derivatives,Sales and European Government Bonds.Trading poll. In the 2003International Financing Review2003 awards, we were named “Emerging Markets Bond House”, “Asian Bond House”, “Financial Bond House (subordinated debt)” and “Swiss Franc Bond House”.

LoanStrategic opportunities

Markets are showing signs of a pick-up in activity, especially in the US and Asia, giving us reason for cautious optimism. With our diversified business portfolio,

UBS took a strategic decision in 1998 we have demonstrated the ability to reduceshift focus according to market opportunities – taking advantage of and capitalizing on revenue opportunities where they arise and withdrawing resources at the size of its international loan portfolio, limiting exposuresright moment, when conditions change. We continue to those which directly support
build our competitive strength, focusing on growth opportunities and winning market share.



4135


 

The Business Groups
UBS WarburgInvestment Bank



Private Equity

 

core client relationships. UBS continues to avoid engaging in substantial balance-sheet-led earnings growth, with the result that the size of its international loan portfolio has fallen considerably from the level recorded in 1998. Despite this, we continue to support our core clients in their financing needs. Risk/return considerations are the paramount drivers in determining balance sheet usage. We occasionally provide bridge financing to our core clients for the purposes of completing significant deals. Thanks to this more risk-averse approach, we were not significantly exposed to the heavily publicized corporate failures of 2001 and 2002.
     Corporate and Institutional Clients’ loan portfolio was CHF 62 billion at 31 December 2002. The “Risk analysis” section on pages 59 to 77 contains an in-depth review of UBS’s credit portfolio andPrivate Equity business including a discussion of impaired and non-performing loans.

E-commerce capabilities

Our e-commerce capabilities are based around our client online portal. This site gives our clients direct access to prices, research, trade ideas and analytical tools through applications such as ResearchWeb - - our equity research site, DealKey, an internet facility for managing equity and equity-linked new issues, and CreditDelta, our credit portfolio management product.

Strategic opportunities

We believe that markets will continue to be difficult until at least the second half of 2003,

which will have a short-term negative impact, particularly on our equities and investment banking businesses. Nonetheless, we are confident that as recent new investment banking hires build their productivity, and as the momentum we have built in the European and US markets pays dividends, we will continue to gain market share in 2003.

     In investment banking, we have focused on specific sectors where there is a substantial current fee pool, as well as sectors where we believe there are significant opportunities in the future. Our hiring efforts have beenfocuses mainly centered on the development of industry-leading franchises in several key areas, including Consumer Products, Energy and Power, Healthcare, Wireless, Media and Industrials. We also intend to build on our existing franchise in the Financial Institutions sector.
     Building our franchise in this way will not result in overnight success. Despite this, we have already achieved clear results with our market share in the Americas rising from 2.0% in first quarter 2001 to 3.5% at the end of 2001 and 4.4% by the end of 2002 (according to “Freeman & Co.”).
     We aim to build a secondary market franchise in the US that is similar in depth and breadth to our leading European and Asia Pacific businesses. As a result of the boost to our franchise from the integration of UBS PaineWebber, we now rank strongly in equity research and have more than doubled our US secondary equity market share, although we remain some way behind the market share we enjoy in Europe.


42


                        UBS Capital

UBS Capital is the Group’s private equity business. It now focuses on managing its existing portfolio to maximize value.

Business

UBS Capital investedThe Private Equity business seeks to maximize the value of its investments through active portfolio management and to capitalize on orderly exit opportunities. The portfolio comprises majority and minority stakes in unlisted companies withsubstantially privately owned companies. These investments were made, either directly or as a viewlimited partner in third-party funds, in a number of different regions and sectors. In our direct investments we support management teams to preparing them for salegrow earnings, rationalize costs and enhance the value of the company before selling to a trade or financial buyers, and, where appropriate, stagingbuyer, or through an Initial Public Offering (IPO). A review in late 2001 and early 2002, carefully considered the strategic future of UBS Capital in light of the generally negative market environment, the overall changes occurring in the private equity industry and our assessment of the long-term opportunities inherent in the business. After the review, and in light of UBS’s focusIPO.

Organizational structure

The Private Equity business is managed on advisory services, we decided that UBS Capital should focus on managing down its existing portfolio, capitalizing on exit opportunities where they arise and minimizing the level of new direct investments.

Organizational structure

UBS Capital is structured along regional lines and isa global basis, fully integrated within the UBS Warburg Business Group.management and control structures of the Investment Bank. Its portfolio in Asia and Europe mostlymainly comprises direct balance sheet investments. UBS CapitalPrivate Equity in the US is focused on both direct balance sheet investments and the UBS Capital Americas

(Investment portfolio by investment stage)

fund. Around 30%20% of UBS Capital’sour portfolio is invested in third partythird-party funds, which are overseen by a dedicated portfolio management team.

Investment portfolio

UBS CapitalPrivate Equity had a total investment portfolio of CHF 3.12.3 billion on 31 December 2002,2003, measured by the historichistorical cost of investments less divestments, returns of capital and permanent impairments. The fair value of the portfolio at the same date was CHF 3.82.9 billion.

     On 31 December 2002,2003, approximately 52%32% of the investment portfolio was three years old or less. Generally, investments are sold between the third and the sixth year after the initial investment.
In line with the bank’s aim of reducing

exposure to the private equity UBS Capital gradually reducedasset class, undrawn commitments were reduced to CHF 2.11.5 billion on 31 December 20022003 from CHF 3.02.1 billion a year earlier, while obtainingearlier.

     The reduction in undrawn commitments over the best possible returnscourse of 2003, as well as the successful divestments in 2003, is proof that our reduction efforts succeeded this year.

Business outlook

The Private Equity business will continue to focus on managing existing assets in order to maximize value for UBS shareholders and for existinginvestors in UBS Capital funds.

Investment process

UBS Capital’s Consistent with the de-emphasis of this asset class, we continue to capitalize on orderly exit opportunities for investments when they arise and to reduce exposure to private equity funds. As the portfolio primarily comprises late stage investments that are spread throughout Europe,shrinks, our performance will continue to be linked to the US and Asia and are typically held for three to six years. UBS Capital’s exit strategies include direct sales to strategic buyers, initial public offerings, leveraged recapitalizations and sales to other financial sponsors.

Strategic opportunities

Conditionseconomic conditions prevailing in the international capital markets and in the global economy more generally, are expected to remain harsh for some time. UBS Capital’s strategy is to manage existing assets in order to reduce balance sheet risk. The investment teams managing UBS Capital’s assets will endeavor to obtain the best possible returns for UBS and for investors in its private equity funds.of our underlying investments.

(BAR CHART)



4336


The Business Groups

The Business Groups
UBS Warburg

UBS CapitalPrivate Equity investment portfolio

Aging (based on date of initial investment)
             
  As at
  
CHF million1 31.12.02  31.12.01  31.12.00 

pre-1994  54   85   65 
1994  97   190   253 
1995  112   214   272 
1996  63   202   166 
1997  134   207   520 
1998  373   722   842 
1999  636   1,123   1,490 
2000  1,119   1,781   1,941 
2001  438   487     
2002  58         

Total
  3,084   5,011   5,549 

             
    
   As at
CHF million1 31.12.03  31.12.02  31.12.01 
 
pre-1994  46   54   85 
1994  4   97   190 
1995  40   112   214 
1996  44   63   202 
1997  95   134   207 
1998  91   373   722 
1999  258   636   1,123 
2000  986   1,119   1,781 
2001  284   438   487 
2002  79   58     
2003  386         
 
Total
  2,313   3,084   5,011 
 
1All amounts are Investment,investments, defined as cost less disposals and impairments.

UBS CapitalPrivate Equity investment portfolio

Geographic region (by headquarters of investee)
             
  As at
  
CHF million1 31.12.02  31.12.01  31.12.00 

North America  1,302   2,134   2,356 
Europe  1,238   2,018   2,333 
Latin America  189   339   382 
Asia Pacific  355   520   478 

Total  3,084   5,011   5,549 

             
    
   As at
CHF million1 31.12.03  31.12.02  31.12.01 
 
North America  1,157   1,302   2,134 
Europe  794   1,238   2,018 
Latin America  108   189   339 
Asia Pacific  254   355   520 
 
Total
  2,313   3,084   5,011 
 
1All amounts are Investment,investments, defined as cost less disposals and impairments.

UBS CapitalPrivate Equity investment portfolio

Industry sector (based on industry classification codes)
                         
  As at
  
CHF million1 31.12.02  % of Portfolio  31.12.01  % of Portfolio  31.12.00  % of Portfolio 

Consumer related  517   17   773   15   1,023   18 
Transportation  85   3   522   10   640   12 
Communications  240   8   414   8   380   7 
Computer related  342   11   833   17   819   15 
Energy  83   3   152   3   190   3 
Other electronics related  174   6   247   5   247   4 
Other manufacturing  286   9   94   2   106   2 
Chemicals and materials  8   0   54   1   106   2 
Industrial products and services  746   24   1,360   27   1,361   25 
Others  603   19   562   12   677   12 

Total  3,084   100   5,011   100   5,549   100 

                         
    
    
CHF million,  As at
except where indicated1 31.12.03  % of Portfolio  31.12.02  % of Portfolio  31.12.01  % of Portfolio 
 
Consumer-related  383   17   517   17   773   15 
Transportation  17   1   85   3   522   10 
Communications  170   7   240   8   414   8 
Computer-related  132   6   342   11   833   17 
Energy  0   0   83   3   152   3 
Other electronics-related  145   6   174   6   247   5 
Other manufacturing  59   3   286   9   94   2 
Chemicals and materials  2   0   8   0   54   1 
Industrial products and services  422   18   746   24   1,360   27 
Others  983   42   603   19   562   12 
 
Total
  2,313   100   3,084   100   5,011   100 
 
1All amounts are Investment,investments, defined as cost less disposals and permanent impairments.



4437


 

The Business Groups
UBS PaineWebberWealth Management USA

 



UBS PaineWebberWealth Management USA

(Photo of Joseph J. Grano, Jr.)(PHOTO OF GRANO)

Joseph J. Grano, Jr.

Chairman, and CEO, UBS PaineWebberWealth Management USA

(Photo of Mark B. Sutton)(PHOTO OF SUTTON)

Mark B. Sutton
President and Chief Operating Officer
UBS PaineWebberCEO, Wealth Management USA

UBS PaineWebber,As one of the top wealth managers in the US, provideswe provide a complete set of sophisticated wealth management services through consultative relationships withto our affluent and high net worth clients.


Business Group reporting adjusted for significant financial eventsReporting

         
CHF million, except where indicated  Wealth Management USA
For the year ended or as at 31.12.03  31.12.02 
 
Total operating income  5,182   5,548 
Total operating expenses  5,187   7,3481
 
Business Group performance before tax
  (5)  (1,800)
 
KPI’s and additional information
        
Net new money (CHF billion)  21.1   18.5 
Interest and dividend income (CHF billion)  15.8   17.9 
Invested assets (CHF billion)  634   584 
Headcount (full-time equivalents)  18,016   19,563 
 
1
         
  UBS PaineWebber
  
CHF million, except where indicated      
For the year ended 31.12.02  31.12.01 

Income  5,561   6,391 
Credit loss expense  (13)  (18)

Total operating income
  5,548   6,373 

Personnel expenses  4,245   5,019 
General and administrative expenses  1,263   1,441 
Depreciation  149   124 
Amortization of goodwill and other intangible assets  457   502 

Total operating expenses
  6,114   7,086 

Business Group performance before tax
  (566)  (713)

Business Group performance before tax and acquisition costs2
  632   693 
 
Cost/income ratio before goodwill (%)  102   103 
Cost/income ratio before acquisition costs (%)2
  89   90 
Net new money (CHF billion)  18.5   33.2 
Interest and dividend income (CHF billion)  17.9   21.5 
Invested assets (CHF billion)  584   769 
Headcount (full-time equivalents)  19,563   20,413 

1DetailsIncludes: writedown of significant financial events can be found in the Financial Report 2002.2Acquisition costs include goodwill and intangible asset amortization and related funding, netPaineWebber brand name of risk-free return on the corresponding equity allocated, and retention payments.

CHF 1,234 million.

 

Business

45


The Business Groups
UBS PaineWebber

(Contribution to UBS businesses)


Business

UBS PaineWebber, withWith CHF 584634 billion in invested assets and nearly 2 million private client relationships, focusesour focus is on providing wealth management services to the core affluent (clients with more than USD 500,000 in investable assets) and to high net worth individuals (upwards of(clients with more than USD 5 million in investable assets). We have a network of almost 9,0007,800 financial advisors in 365366 branch office locations. Our strength lies in the emphasis we put on buildinglocations that build and maintainingmaintain consultative relationships with ourtheir clients.

Organizational structure

When PaineWebber merged with UBS in November 2000 with UBS,and its US private clients business became a separate business unit of UBS Warburg.within UBS’s Investment Bank. At the same time, PaineWebber’s Capital Markets Group was integrated intowithin the Corporate and Institutional ClientsInvestment Banking & Securities business unit of UBS Warburg; thewhile its asset management unit (formerly(then called Mitchell Hutchins) moved into UBSthe Global Asset Management and mostBusiness Group. Most non-US private client businesses became part of the non-USour Wealth

Management business unit. The US private client business became part of UBS Private Banking.

     Onan independent Business Group on 1 January 2002, UBS PaineWebber became a separate Business Group within UBS. Our business comprises the US Private Client Group, which offers a full range of wealth management2002.
     In April 2003, we sold our wholly owned subsidiary Correspondent Services Corporation (CSC) to Fidelity Investments. CSC provided investment products and services (including clearance, execution, settlement, administrative and management information services) to affluent investorsthe clients of 148 US broker dealer firms.
     Furthermore, we received both Federal and State of Utah approval to launch our banking service, UBS Bank USA, in September 2003. Headquartered in Salt Lake City and regulated by the United States.Federal Deposit Insurance Corporation (FDIC), the bank operates as a fully integrated unit of our Business Group and employed 18 people on 31 December 2003. In addition, there were 21 regional lending managers in major US metropolitan markets. UBS Bank USA offers FDIC-insured deposits and collateralized lending products.
     On a senior management level, Joseph J. Grano Jr. handed over his post as Chief Executive



38


The Business Groups

Wealth Management USA
Geographical presence in key markets

(MAP)

Officer to Mark B. Sutton effective 1 January 2004. Sutton was previously President and Chief Operating Officer of Wealth Management USA. Grano will remain Chairman of our Business Group until the middle of 2004.

Legal Structurestructure

UBS PaineWebber operatesIn the US, we operate through direct and indirect subsidiaries of UBS. SecuritiesUBS and securities activities

in the US are conducted through fourthree registered broker-dealers.

Competitors

UBS PaineWebber competesWe compete against other wealth management firms in the US, including Citigroup’s Smith Barney business, Morgan Stanley and Merrill Lynch.

Clients and strategy

Our business strategy is based on gathering new assets, which we achieve by focusing on meetingWe aim to meet the investment needs of core affluent and high net worth clients in the US. During 2002,Now, with the launch of UBS Bank USA, we are

in a position to provide them with a complete wealth management platform – embracing both the assets and liabilities of our clients. Our asset-gathering strategy emphasizes the importance of generating recurring fees from advice and products, as fee-based relationships provide us with a source of regular, low volatility revenues.

     In 2003, we attracted CHF 18.521.1 billion in net new money, excluding interest and dividends, and, according todividends. As

(PIE CHART)



39


The Business Groups
Wealth Management USA



(CIRCLE CHART)

a visible example of the success of our strategy, a leading industry survey indicated our share of the US private clients market grew to 13.8%15.2% in 2003 from 12.8%14.4% in 2001.

(Invested assets by client wealth)


46


(Geographical presence)

2002.
     Our asset-gathering strategy also emphasizes the importance of generating recurring fees from advice and products. Fee-based relationships provide UBS PaineWebber with a source of regular, low volatility revenues.
     Another component of our asset-gathering strategy is the work of the Corporate Employee Financial Services group, which provides stock option financing and other services to many of the largest US corporations. This corporate relationship, in turn, helps create relationships with core affluent and high net worth corporate executives.
     At theThe heart of the relationship between the

(Invested assets by asset class)

clientour clients and thetheir financial advisoradvisors is our consultative process, induring which each financial advisor profiles and creates an investment plan for his or her client based on the client’s individual needs, requirements and goals. Centered around an asset allocation strategy and consideringIt takes the client’s risk tolerance into account, and follows the appropriate asset allocation strategy. The plan is designed to help the client accumulate, preserve and transfer wealth. AfterOnce the plan is put in place, there areadvisors hold regular portfolio reviews that help ensure it remains on track to meet the client’s long-term goals.goals are met.

     We continually commit considerable resources to further develop and expand the capabilities

(Recurring fees)


47


The Business Groups
UBS PaineWebber

(STRUCTURED ADVISORY PROCESS)

expertise of our financial advisors. All new financial advisors undergo a training program that is designed to provide them with the necessary financial planning, analysis,

(BAR CHART)

client relationship management, and legal and compliance expertise. This is a continuousknowledge. Moreover, this process and does not end when the financialan advisor entersstarts working at a branch office. In our– it is continuous. We believe experience shows that our training programs are a key factor in both developinghelping to develop long-term, mutually beneficial relationships with our clients as well as in retaining our financial advisors.clients.

     Our dedication to and emphasis on training is one of the reasons why our financial advisors are among the most productive in the industry. A leading industry survey made in fourth quarter 20022003 put our revenue per financial advisor at 16.5%15% above the industry average at the end of 2002.on 31 December. By comparison, in second quarter 2000 (when we announced the merger withbecame part of UBS), our productivity stood 4% above the average.

Products and services

We offer clients wealth management services that meet individual investment needs. We haveneeds with an open architecture product platform that gives our clientsthem investment products from both UBS and third partythird-party providers where and when appropriate. This ensures that financial advisors and clients have a comprehensive source of investment solutions at their disposal. Our array of wealth management services includeincludes financial planning and wealth management consulting,consulting. It also comprises transaction-based services such as securities brokerage, as well as asset-based and advisory services such as discretionary(discretionary and non-discretionary portfolio management,management). Furthermore, we also provide money market accounts and fiduciary products, FDIC-insured deposits and lending products, including collaterizedcollateralized loans and mortgagesmortgages.

     Also, from the mid-1990s, our Corporate Employee Financial Services Group has provided stock option financing services to many of the largest US corporations and their executives.

Investment products

We offer core affluent and high net worth clients a number of products designed to help enhance the equity portion of their investment portfolios. For example, in 2002, in order2003, we continued to meet client needs for innovative typesdevelop our equity-linked note products as well as issuing a variety of products, we launched two equity-linked investments: the Enhanced Appreciation Security, linked to 20 blue chip stocks,principal protected notes, enhanced appreciation securities, and a Principal Protected Note, linked to the S&P 500 Index.hedge fund underlying structured products.
     Our clients can choose from an arrayalso have a wide selection of fixed income securities to choose from, including government,gov-



40


The Business Groups

ernment, mortgage-backed, corporate and municipal bonds, as well as preferred stock. As one of the leading US underwriters of municipal bonds, an investment class that is particularly attractive to many core affluent and high net worth investors, we offergive clients access to new issue offerings andas well as the secondary market. Our Municipal Securities Group is a complete origination, structuring and distribution team. It assists municipalities and agencies in addressing their funding needs by accessing the debt markets, and distributing securities through the UBS PaineWebberour network. For 2002,In 2003, the Group was ranked second in senior negotiated volume.

     We offer a broad range of fee-based money management programs that utilize the expertise of professional money managers, both within UBS and through third parties.
Indicative of the scope of investment products foravailable to our clients, we have selling arrangements with over 140150 mutual fund companies, many of which are leaders in the industry.
     In response toBecause of high investor interest in such products as hedge funds and fundfunds of funds, we offer thehave also built up a capability to create, structure and manage a broad array of alternative investments for qualified high net worth individuals and institutions.

Lending products

In 2002, we broadened the scope of our financial relationship with clients by entering the lending business in the US and introducing a number of securities-based borrowing solutions for a variety of investor and business needs. Early in the year,As part of our initiative, we progressively rolled out the Premier Fixed and Variable Credit Lines. TheseLines, which are

revolving lines of credit that offer competitive interest rates and are secured by the client’s investment portfolio.

     The launch of UBS Bank USA on 15 September 2003 significantly increased our lending advisory capabilities. We now provide FDIC-insured deposit accounts and enhanced collateralized lending options. By the end of the year, the bank had over USD 11 billion in assets, of which USD 4.5 billion were client borrowings under Premier Fixed and Premier Variable Credit Lines. Deposits of USD 8.2 billion provide most of the funding for the bank’s assets.
     In addition to collaterized lending, the creation of UBS PaineWebber Mortgage LLC in first quarter 2002, in partnership with Wells Fargo Home Mortgages, enables our financial advisors


48


to can offer a full array of mortgage products that helpshelp meet our clients’ home financing needs.

For corporations and corporate executives

Providing appropriate financial solutions also extends During 2003, we received local licensing which enables us to the relationships that we enjoy with our corporate clients.
     UBS PaineWebber’s Corporate Employee Financial Services business has been providing stock option financing services to large corporations and their executives since the mid-1990s.offer mortgages in all 50 states.

Technology for clients and financial advisors
Industry trends

For financial advisors, 2002 sawToday, we are the introductionfifth-largest full-service brokerage firm in the US in terms of a number of tools to leverage the asset-gathering technology available on ConsultWorks, the firm’s web-based workstation. Chief among these was the UBS PaineWebberAdvisor,smwhich can help lead financial advisors step-by-step through our consultative process with both clients and prospects.advisors. In 2003, we will introduce Consultworks2 that will give our financial advisors the ability to con-

duct comprehensive profiling and asset allocation, and offer investment recommendations.

Industry trends

In 2003,2004, we plan to remain focused on further increasing our market share of US household financial assets and capitalizing on theour enhanced capabilities and balance sheet strength thatas well as the merger with UBS has brought.

strengths of UBS’s global platform. A key to achieving further growth will be a continued commitment to recruiting and retaining top financial advisors and providing them with the resources they need to sustain increased productivity. We ended 2002 with 8,857 financial advisors, and are focused on growing that number.
     The union with UBS has enabled us to expand our product offerings in such areas as global asset management, lending products, alternative investments and risk management. We are committed to pursuing financial success in 20032004 and beyond by providing US clients with access to the resources of a global powerhouse.



41


The Business Groups
Corporate Center



Corporate Center

Corporate Center creates sustainable value for shareholders and stakeholders by partnering with the Business Groups to ensure that the firm operates as an effective and integrated whole with a common vision and set of values.


Business Group Reporting

         
CHF million, except where indicated Corporate Center
For the year ended or as at 31.12.03  31.12.02 
 
Total operating income  1,151   2,676 
Total operating expenses  1,781   2,399 
 
Business Group performance before tax
  (630)  277 
 
Private Banks & GAM
        
Performance before tax  208   384 
 
Invested assets (CHF billion)  84   70 
Net new money (CHF billion)  7.2   4.2 
 
Headcount (full-time equivalents)  1,672   1,702 
 
Additional information
        
Total headcount (full-time equivalents)  2,878   2,887 
 







49
42


  
The Business Groups
Corporate Center
 
 Corporate CenterThe Business Groups

 

74%">

Corporate Center’s aim is to ensure that all our businesses act as coherently and effectively as possible.


Business Group reporting adjusted for significant financial events1
         
  Corporate Center 
CHF million, except where indicated  
 
For the year ended 31.12.02  31.12.01 

Income  1,315   800 
Credit loss recovery  249   236 

Total operating income
  1,564   1,036 

Personnel expenses  645   592 
General and administrative expenses  601   537 
Depreciation  473   372 
Amortization of goodwill and other intangible assets  24   24 

Total operating expenses
  1,743   1,525 

Business Group performance before tax
  (179)  (489)

Headcount (full-time equivalents)  1,185   1,132 

1  Details of significant financial events can be found in the Financial Report 2002.


Aims and objectives

Our commitment to a strong, integrated business model means that our portfolio of complementary businesses are managed together to optimize shareholder value, making the whole worth more than the sum of its parts.

     Our Business Groups are accountable for their results and enjoy considerable autonomy in pursuing their business objectives — hence the need for a strongThe Corporate Center. Its missionCenter’s responsibility is to maximize sustainable shareholder value by coordinating the activities ofenforce high ethical and corporate governance standards in order to enhance and preserve UBS’s most important asset – its reputation.
     It defines and implements a coherent risk management and control framework that safeguards, in cooperation with the Business Groups, toour long-term financial stability and health with an appropriate balance of risk and reward.
     We also manage the UBS corporate legal structure, its regulatory capital, balance sheet, group funding, liquidity, non-trading currency and interest rate risks, and certain financial investments.
     We advise the Business Groups and corporate leadership on the strategic allocation of the firm’s human, technological and financial resources.
     We ensure that they operate as a coherent and effective whole withthe integrity of the firm’s financial reporting by the application of a common set of valuesaccounting and principles.risk principles across the organization and transparent and timely communication of UBS’s results and activities.
     In performingIt is also our task to establish a positive and powerful image of UBS and raise the profile of the firm, its role,brand and what it stands for, both within and outside the organization.

Organizational structure

The key functions within Corporate Center avoids ownership ofare:

Group Controller

The Group Controller function produces regulatory, financial and management accounts and reports. As such, it is responsible for devising and implementing integrated and consistent financial control and accounting processes wherever possible, but insteadthroughout UBS. It also establishes standardsaccounting policies, liaises with the external auditors, provides strategic analysis and principles, thereby minimizing its own staffing levels.advice and coordinates UBS’s business planning process. In addition, it assumes direct responsibility for tax affairs and it coordinates and controls UBS’s real estate activities worldwide.

Key functions

Chief Risk Officer/Chief Credit Officer

The Chief Risk Officer and Chief Credit Officer functions pool together a number of vital GroupUBS risk functions. They are responsible for safeguarding our long-term financial stability by aidingfunctions, with the Group in maintaining an appropriate balance between risk and rewards.
     The Group Chief Credit Officer is responsible for formulating credit risk policies, for determining methodologies to measure credit risk, and for setting and monitoring credit, settlement and country risk limits.
The Group Chief Risk Officer is responsible for the policies, methodologies and limits for all other risk categories, and for aggregating and assessing theUBS’s total risk exposure of the Group.
     A more detailed discussion of our risk man-

exposure.


50


agement and control principles can be found in the “Risk Management and Control” section of this Handbook.

Group Treasurer

The Group Treasury area optimizes our financial management, providing cost efficient equity and wholesale debt funding and co-ordinatingcoordinating regulatory capital and balance sheet requirements.
The Group Treasury area is also responsible for the efficient management of the UBS share.shares and administers our holdings of them. It is charged with preserving our excellent funding capacity, issuing cost-efficient funding in the form of notes and bonds in the name of UBS and ensuring that we fully comply with all payment obligations at all times. It also manages

Group Human Resources

Group Human Resources creates and maintains a function that stimulates and supports UBS’s holdings of its own shares.
     Further details on our Treasury activities cangoal to be found in the “Group Treasury” section of this Handbook.

Group Controller

The Group Controller function produces accurate and objective regulatory, financial and management accounts and reports. It provides significant decision support information to the Board of Directors and executive management and is a key liaison to both our internal and external auditors. It is responsible for devising and implementing integrated and consistent financial control and accounting processes throughout UBS. Another important responsibility is the coordination of the Group’s planning and budgeting process as wellrecognized as the control of Group tax issues, ensuring compliance with all local tax requirements. The Group Controller function also

ensures a central treatment of UBS’s real estate activities and controls their impact on Group results as well as on its capital and tax position.

Group Human Resources

Group Human Resources’ mission is to make UBS abest global employer of choice,financial services company, able to attract, develop, motivate and retain top talent by establishing standards, principles and procedures for performance evaluation, compensation and benefits, graduate and professional recruitment, traininglearning and development.

Chief Communication Officer

The Chief Communication Officer area of the Corporate Center has an integrated structure that comprises the firm’s central branding, communications and public policy functions. Overall, theThe area is responsible for the effective communication of UBS’s strategy, values and results to employees, clients, investors, media, rating agencies and the public, and for building the UBS brand worldwide.

Group Legal Services

Group Legal Services provides business-related legal services in matters that affect the firm as a whole, while monitoring and reporting on legal risk, litigation and the legal implications of major transactions at the corporate level.
     Group Legal Services has both an advisory and a risk control function. It provides close-to-business legal advice to business, oversees litigation, ensures enforceability of UBS’s legal undertakings and opines on legal issues with the aim of minimizing legal and liability risk.






51

43


(BACKGROUND)

The Business Groups
Corporate Center

52     In 2003, UBS announced a number of senior executive appointments and succession plans outlined in detail in the Strategy and Structure section on page 13. Pertaining to Corporate Center, Clive Standish will become UBS’s Chief Financial Officer (CFO) from 1 April 2004. As


CFO, Standish will lead our finance, risk, treasury, and strategy functions. In 2004, Scott Abbey will take up the new Chief Technology Officer (CTO) function, which was created to integrate information technology infrastructure (ITI) functions across the firm.




Private Banks & GAM

In February 2003, UBS announced the creation of a holding company for its five fully owned private banking subsidiaries (Armand von Ernst, Banco di Lugano, Bank Ehinger, Cantrade and Ferrier Lullin) and GAM, our specialist asset manager. The move was made to assist them in growing faster, support them in integrating their activities, and help them to deliver their full value creation potential. They can

also target economies of scale not achievable by each organization on its own. Private Banks & GAM may also be able to expand their presence further by playing a future role in the consolidation of the Swiss wealth management industry.

     Following the creation of the holding company in early 2003, three of the five subsidiaries (Armand von Ernst, Bank Ehinger and Cantrade) were then merged

to form Ehinger & Armand von Ernst –headquartered in Zurich, with branches in Basel and Bern. It is one of the most important providers of private banking services to the Swiss-German region. In late 2003, Ferrier Lullin acquired Banque Notz Stucki S.A., which specializes in wealth management for private individuals. The acquisition adds approximately CHF 2 billion in invested assets.



44


(CAPITAL AND RISK MANAGEMENT)

          Financial Management

53

45


Capital and

Financial Management
Risk Management and Control



Risk Management and Control

Risk Management and Control

RiskTaking risk is an integral part of all our activities. Excellencebusiness. Therefore our overriding goal is not to minimize risk, but to achieve an appropriate balance between risk and return, limiting the scope for adverse variations in risk management and control is a key success factor and requires everyone’s commitment within our organization.earnings through exposure to major individual ‘stress’ events.

 

Risk management and control principles
Risk management and control principles

UBS’sGood risk management and control lie at the heart of banking and are an integral part of providing consistent, high-quality returns for shareholders. A bank that fails to adequately manage and control its risks will suffer financial losses. Potentially more devastating is the resultant damage to its reputation, which can undermine its share price, its client base and its ability to retain top talent, and may force regulators to impose constraints upon its business. We recognize that taking risk is core to our business, and aim to achieve an appropriate balance between risk and return. In our day to day business and in the strategic management of our balance sheet and capital, we therefore seek to limit the scope for adverse variations in our earnings and exposure to stress events arising from any of the material risks we face.

     We base our approach to risk management and control is set out in the firm’s Risk Management and Control Principles, which lay the foundations on which we build our risk culture and risk process.five principles.
     Business Management Accountability.The management of each business throughout UBS is responsible accountablefor the risks it assumes and for the continuous and active management of all risk exposures, so that risk and return are prudently balanced.
     Independent Controls.controlAn independent control process is implemented when required by the nature of the inherent risks and the incentive structure of the business processes. The control functions are responsible for providing an independent and objective check on risk-taking activities to safeguard the integrity of the entire risk management and control process.
Risk Disclosure.     Comprehensive, transparent and objectiverisk reporting and disclosureto senior management, the Board of Directors, shareholders, regulators, rating agencies and to shareholdersother stakeholders is the cornerstone of the risk control process.
     ToEarnings Protection.protect our earnings Operating, we set limits, are set to quantify risk appetite and allocated among business lines to controlwhere appropriate. These limits not only govern normal periodic adverse results in an attempt to limit such losses relative to the potential profit of each business. The Group’s risk capacity is expressed throughour businesses but also help protect us from stress loss limits with the aim of protecting UBS fromevents which might cause unacceptable damage to our annual earnings capacity,capaci-

ty, our dividend paying ability and, ultimately, our reputation and ongoing business viability.

     WeReputation Protection.protect our reputation Failure to manageby managing and control any ofcontrolling the risks incurred in the course of our business, could resultand for this reason we focus on the avoidance of concentrations of exposure of all kinds, and on potential stress losses, particularly in damagemarket and credit risk. We avoid extreme positions in transactions that are sensitive for tax, legal, regulatory or accounting reasons, and we adopt a cautious approach to UBS’s reputation. For this reason:other risks that cannot be sensibly evaluated or priced. We aspire to the highest standards in protecting the confidentiality and integrity of our client information, and we aim to maintain the highest ethical standards in all our businesses.
we continue to develop potential stress loss measures for credit and market risk
we avoid taking extreme positions in tax, reg-

ulatory and accounting sensitive transactions
we aspire to the highest standards in protecting the confidentiality and integrity of our client information
we aim to maintain the highest ethical standards in all our businesses.
     Every employee, but in particular those involved in risk decisions, must make UBS’s reputation an overriding concern. Responsibility for the risk of damage to our reputation cannot be delegated or syndicated.

An integrated approach to risk
management and control

Risk management and control are an integral part of our commitment to providing consistent, high-quality returns for our shareholders. We believe that delivery of superior shareholder returns depends on achieving the appropriate balance between risk and return, both in day-today business and in the strategic management of the balance sheet and capital. We recognize that risk is integral to UBS’s business, but our approach to risk management and control seeks to limit the scope for adverse variations in earnings and, in particular, to protect UBS from the risk of severe loss as a result of unlikely, but plausible, stress events arising from any of the material risks we face.
     UBS has an integrated Corporate Center responsible for finance, strategic planning, risk control, and balance sheet and capital management. Excellence in risk management is, however, most fundamentally based upon a business management team that makes risk identification, management and control critical components of its processes and plans.

Key responsibilities

TheBoard of Directorsis responsible for the firm’s fundamental approach to risk, (the Risk


54


24%">

(UBS RISK MANAGEMENT AND CONTROL FRAMEWORK)


Managementrisk principles and Control Principles), and for the determination of our risk capacity andcapacity.

     The Chairman’s Office oversees the risk appetite.
     TheChairman’s Officeis responsible for the annual reviewprofile of the Group’s principal risk limits.firm on behalf of the Board of Directors and has ultimate authority for credit and other risk-related matters.
     TheGroup Executive Board (GEB)is responsible for implementing the Risk Management and Control Principles, for approvingapproach, including approval of core risk policies, for allocatingallocation of risk limits to the Business Groups, and for managingmanagement of the risk profile of the GroupUBS as a whole.
     The GEB is the Risk Council of the Group.
     TheGEB Risk Sub-Committee (established in 2002) prepares the decisions of the GEB in the risk area and monitors the implementation of such decisions via the risk reporting process.
     TheGroup Chief Credit Officer (CCO)is, Group Chief Risk Officer (CRO) and Group General Counsel are responsible for formulating credit risk policies, for determining methodologies to measure credit risks, and for setting and monitoring credit, settlementlimits where appropriate.



46


Financial Management

UBS Risk Management and country risk limits.Control Framework

(FLOW CHART)

     TheGroup Chief Risk Officer (CRO)is responsible for the policies, methodologies and limits for other inherent risk categories (see “The risks we take” section on page 56), and for aggregating and assessing the total risk exposure of the Group.
     TheBusiness Group CEOsare responsible for all risk exposures within their Business Groups and must take corrective action where

necessary, given the aggregate risk profile of the portfolio or the risks of specific positions.

     TheBusiness Group Risk Control Functions in each Business Group, headed by Chief Risk and/ Chief Credit Officers (CROs and/ CCOs), are empowered to enforce the Risk Management and Control Principles and are responsible for the implementation of independent control processes within their Business Groups.
     TheGroup     At the Corporate Center and in the business groups, we take a holistic and integrated approach to risk through close cooperation and communication between the Risk Committee reviewsControl, Legal, Compliance, Finance, Planning, Treasury and evaluates the keyLogistics functions. Excellence in risk issues being presented to the senior committeesmanagement is, however, fundamentally based upon a management team that makes risk identification, management and control critical components of the Group, the state of the current portfolio, emerging riskits processes and revenue trends, and concentrations and vulnerabilities. It is chaired by the Group CRO.
Business Group Risk Committeesmonitor the risks taken by the Business Groups. They are chaired by the Business Group CEOs and include heads of business areas and delegates of the Group CRO and CCO.plans.

The risk control process

There are five critical elements in our independent risk control process:
 
weidentify risk identification,, particularly in new businesses and in complex or unusual transactions, but also in response to external events and in the continuous monitoring of the portfolioportfolios
 
werisk measurementofmeasure quantifiable risks, using approved methodologies and models which have been independently validated and approved


55


Capital and Risk Management Risk
Management and Control

 
we establishrisk policiesconsistent with evolving business requirements and international best practice
 
we have comprehensiverisk reportingto stakeholders, and to management at all levels, against the approved risk control framework and, where applicable, limits
 
we imposerisk controlto enforce, through compliance with the Risk Managementour risk management and Control Principles,control principles, and with policies, limits and regulatory requirements.
     There are coordinated

Coordinated processes coveringinvolving all inherent risk categories whichrelevant control and logistics functions are applied before commencement of any new business or significant change in business, and before the execution of any transaction which is complex or unusual in its structure or motivation, including transactions which are sensitive to or motivated by tax, legal, regulatory or accounting considerations. These processes, which involve the Business, Risk Control, Legal, Compliance, Financial Control and Logistics functions, ensure that all these critical elements are addressed, including the assurance that transactions can be booked in a way that will permit appropriate ongoing risk monitoring, reporting and control.



47


     The risk control process also extends beyond the independent risk control functions to

Financial Control and the Logistics Areas,notably Operations, which are critical to establishing an effective control environment.

     Group Internal Audit provides an independent view to the Board of Directors, via the Chairman’s Office, of the effectiveness of the Management
Risk Management and Control Principles and their enforcement, and of the effectiveness of the independent control units.

The risks we take

Business risksare the risks associated with a chosen business strategy, including business cycles, industry cycles, and technological change. They are the sole responsibility of the relevant business, and are not subject to an independent control process. They are, however, factored into the firm’s planning and budgeting process.


(RISJ CATEGORIES)

Inherent risksare the risks inherent in our business activities which are subject to independent risk control. A distinction is made between primary and consequential risks.
Primary risksare the exposures deliberately entered into for business reasons and which are actively traded and managed:
 
(RISK TABLE)
The risks we take
Business risks are the risks associated with a chosen business strategy, including business cycles, industry cycles, and technological change. They are the sole responsibility of the relevant business, and are not subject to an independent control process. They are, however, factored into the firm’s planning and budgeting process.
     The ‘primary’ and ‘operational’ risks inherent in our business activities are subject to independent risk control. Primary risks are exposures deliberately entered into for business reasons which are actively traded and managed. Operational risk is the risk of loss arising from inadequate or failed internal processes, people or systems, or from external causes, deliberate, accidental or natural. These risks are not actively taken, but arise as a consequence of business undertaken and as a consequence of internal control gaps, which cannot be entirely eliminated.
     Primary risks are credit risk, market risk and funding and liquidity risk:
credit riskis the risk of loss resulting from client counterparty or issuercounterparty default and arises on credit exposure in all forms, including settlement risk
 
market riskis exposure to observable market variables such as interest rates, exchange rates and equity markets, and to price movements on securities and other obligations which we trade
 
liquidityfunding and fundingliquidity riskis the risk that the Group iswe are unable to fund assetsmeet our payment obligations when due, or meet obligations at a reasonable price or, in extreme situations, at any price. These risksthat we are discussedunable, on an ongoing basis, to borrow funds in the “Group Treasury” sectionmarket on pages 78an unsecured, or even secured basis at an acceptable price to 87.fund actual or proposed commitments.
Consequential risks(also known as operational risks) are exposures that are not actively taken, but which are incurred as a consequence of business undertaken:
 Operational risk can arise in a number of ways:
transaction processing riskarises from errors, failures or shortcomings at any point in the transaction process, from deal execution and capture to final settlement
 
compliance riskis the risk of financial loss due to regulatory fines or penalties, restriction or suspension of business, or costs of

mandatory corrective action. Such risks may be incurred by not adhering to applicable laws, rules and regulations, local or international best practice (including ethical standards), or UBS’s own internal standards
 
legal riskis the risk of financial loss resulting from the non-enforceability of UBS’s actual or anticipated rights arising under alaw, contract or other arrangement or under case or statute law
 
liability riskis the risk that we, or someone acting on our behalf, fail to fulfill the obligations, responsibilities or duties imposed by law or assumed under a contract and that claims are therefore made against us
 
security riskis the risk of loss of confidentiality, integrity or availability of our information or other assets
 
tax riskis the risk of additional tax arising from technically incorrect positions taken on tax matters, or failure to comply with tax


56


withholding or reporting requirements on behalf of clients or employees; and the risk of claims by clients or counterparties as a result of UBS involvement in tax sensitive products or transactions.
     A failure adequatelyFailure to identify, manage or control any of these risks, including business risks, may result not only in financial loss but also in loss of reputation, and repeated or widespread failure compounds the impact. ReputationReputational risk is not directly quantifiable and cannot be managed and controlled independently of other risks.

How we measure risk

ForIn principle, for risks which are quantifiable in principle we measure the potential loss at three levels expected loss, statistical loss and stress loss.
     Expected lossis the loss that is expected to arise on average in connection with an activity. It is an inherent cost of such activity and should beis budgeted and, where permitted by accounting standards, deducted from revenues directly. The use of the expected loss concept for credit risk is discussed in the “Expected loss” section on page 60. In the context of market risk, expected loss is reflected in valuation adjustments which are routinely made in mark-to-market books to reflect market liquidity or model risk. We are continuing to develop the expected loss framework for consequential risks, including preparation for regulatory capital requirements under the New Basel Capital Accord (“Basel II”).

Statistical loss (also(also known as “unexpected loss”‘unexpected loss’) is an estimate of the amount by which actual loss can exceed expected loss over a specified time horizon, measured to a specified level of confidence (probability). A statistical loss measure in the form of Value at Risk (VaR) has been used to measure market risk in UBS for a number of years, and is both the basis of a key internal market risk limit structure and the measure used to determine our market risk regulatory capital requirement. We also have a credit portfolio statistical loss measure reflecting exposure concentrations and default correlations. We continue to work towards robust measures of statistical loss for other risk categories, although it can be complex to apply statistical techniques to risks for which data is sparse, where the loss distribution is typically asymmetrical, irregular and discontinuous, and where the time it would take to manage down, close out or hedge positions is uncertain.
     Stress lossis the loss that could arise from extreme but plausible, stress events. The Board of Directors establishesWe establish stress loss limits where appropriate to avoid unacceptable damage to our earnings, our dividend paying ability and, ultimately, our reputation and ongoing business



48


Financial Management

viability. The identification of stress events and scenarios to which we are vulnerable and an assessment of their potential impact, and in particular the danger of aggregated losses from a single event through concentrated exposures, is therefore a key component of the risk control process. Formal

     We use both statistical loss and stress loss measures and limits to manage our risks prudently relative to potential and actual returns.
     The measurement of risk is clearly important, but quantification does not always tell the whole story, and not all risks are most extensively implemented for our trading activities, for certain credit portfo-quantifiable. We therefore pay equal attention to ‘soft’ risks,



                                                (RISK MEASUREMENT)


57


Capital and Risk Management
Risk Management and Control

liosavoiding the temptation to ignore risks that cannot be properly quantified, and for country risk, but we use a variety of scenariosplace great emphasis on qualitative controls and techniques, which we continueprocesses to refine,help in order to identify other areas of risk concentrationidentifying and potential vulnerability to stress events.assessing both quantifiable and unquantifiable risks.

     Stress situations can arise from many sources and the essential complements to quantitative and qualitative risk assessments are, on the one hand, a tried and tested process which can be invoked immediately in response to any crisis and, on the other, well prepared business continuity management processes and plans, both of which we continue to develop, test and refine.
     The measurement of risk is clearly important, but quantification does not always tell the whole

story, and not all risks are quantifiable. We therefore pay equal attention to “soft” risks and avoid the temptation to ignore risks that cannot be properly quantified.

Risk reporting

Senior management at both Business Group and Group level are regularly provided with risk reports, both quantitative, where available, and qualitative. We have continued to enhance the coverage of the reports, particularly for consequential risk categories, with particular focus on risks which pose a reputational as well as financial threat.



5849


Capital and RiskFinancial Management
Risk Analysis



Risk Analysis

 

Credit risk

Credit risk represents the loss which UBS would suffer if a client or counterparty failed to meet its contractual obligations. It is inherent in traditional banking products loans, commitments to lend and other contingent liabilities, such as letters of credit and in “traded products” — forward contracts,‘traded products’ – derivative contracts such as forwards, swaps and options, and repo transactions and securities borrowing and lending relationships. Positionstransactions.

     Reductions in “tradable assets” such as bondsthe market values of tradable assets (securities and equities, including both direct holdings and synthetic positions through derivatives, also carry credit risk, but where they areother obligations in tradable form held for trading and are marked to market they fall under the market risk limits and controls described under “Market risk” on page 71 below. For completeness, they are included, where applicable,trading) resulting from changes in the credit risk exposures reported in “Compositionquality of credit exposures” on pages 63individual obligors are considered to 68 below.be market risks – see page 60.
     Credit risk management and control at UBS isare governed by a Group Credit Policy Framework, and by detailed credit policies and procedures developed for the Group and within the Business Groups.procedures.
     To ensure a consistent and unified approach with appropriate checks and balances, all Business Groups wheretaking material credit risk is taken have independent credit risk control (CRC) functions. They areunits, headed by chief credit officersChief Credit Officers (CCOs) reporting functionally to the Group CCOCCO. They are responsible for counterparty ratings and credit risk assessment.
     Credit risk authority, including authority to establish allowances and provisions for credit loss, is exercised by the Chairman’s Office (by delegation to an Executive Vice Chairman), by the GEB (by delegation to the Group CCO) and within the Business Groups. The level of credit authority delegated to individuals varies according to the quality of the counterparty and any security and takes into account the individual’s seniority and experience.
     We manage and control concentrations of credit risk wherever we identify them, in particular to individual counterparties and groups and to Business Group senior management.industries and countries. Disciplined processes are in place, within the Business Groups and centrally,Corporate Center, to ensure prompt identification, accurate assessment, proper approval and consistent monitoring and reporting of credit risk. Senior business management, the GEB and the Chairman’s Office are provided with regular, standardized reports of aggregate Business Group credit risk exposure by the CRC organization as part of a comprehensive risk reporting framework.
     The approval and monitoring of new counterparties, and of new transactions giving rise to

credit risk, plays a central part in the risk control process. Credit approval authority is exercised within the independent CRC functions by authorized credit officers. The notional amount of their authority is dependent on the quality of the counterparty and any security, and on the experience and seniority of the credit officer.
     The CRC functions continuously monitor the credit quality of counterparties and our exposure to them, and the credit risk profile of the Business Group portfolios. CRC has authority over counterparty rating, credit risk assessment and approval, and the establishment of allowances and provisions.

Credit risk of counterparties and groups

We restrictset limits on our credit exposure to both individual counterparties and counterparty groups by credit limits. The size of limit depends on our assessment of their financial strength, particularly their sustainable free cash flow to service obligations, and ongroups. In the economic environment, industry position and qualitative factors such as management strength.
     In UBS Warburg,Investment Bank, where it is most relevant, we differentiate between “take‘take and hold” exposurehold’ and “temporary” exposure — exposure‘temporary’ exposures, the latter being those accepted with the intention of syndicating, selling or hedging it within a short period. The business is given more authority for temporary exposures but, in return, the exposures are subject to portfolio stress limits as explained under “Statistical and stress loss” on page 61.
     Exposure against limits is measured for banking products as the face value amount of the loan or commitment. For most traded products we determine the future exposure profile by modeling the potential evolution of the value of the portfolio of trades with each counterparty over its life (potential credit exposure), taking into account legally enforceable close out netting agreements where applicable (see Note 23 to the UBS Group Financial Statements).applicable. Credit limits for individual counterparties are applied to the “maximum‘maximum likely exposure” derived from


59


Capital and Risk Management
Risk Analysis

this analysis,exposure’, a 95% confidence statistical measure of the exposure in each counterparty portfolio.derived from this model.

     This way of measuring exposure is broadly consistent with accounting and regulatory rules — but it does not provide a fully comparable measure of risk across different products and tenors. UBS WarburgInvestment Bank has thereforealso developed, primarily as a management tool at this stage, a measure of “standalone credit Value at Risk” which translates all exposures into a benchmark loan equivalent, against which maximumtaking into account expected changes in exposure profile of traded products and credit rating migration of the counterparty. Maximum counterparty concentration guidelines are set for each rating. Whenever a guidelinerating class. Credit exposure is or could be, exceeded as a result of new transactions or a rating downgrade,monitored against these guidelines and exposure reduction is triggered. This may be achieved through syndication, sale or hedging. For further detail of our hedging program see page 65.may be triggered when a guideline is exceeded.

Portfolio measures of credit riskExpected loss

In the Financial Statements, we report credit loss expense according to International Financial Reporting Standards (IFRS). Under these rules, losses are recognized and charged to the Financial Statements in the period when they arise (see “Provisioning policies” on page 62, and Notes 1 and 9 to the UBS Group Financial Statements). By contrast, in our segment and business unit reporting, we reflect the fact that creditCredit risk exists in every credit engagement, and that credit loss expenses must be expected as an inherent cost of doing business.

Expected loss

The But the occurrence of actual credit losses is erratic in both timing and amount and those that arise usually relate to transactions entered into in previous accounting periods. In order to make the business accountableaccount for anyaverage credit losses they sufferloss over time and to give them the incentive to align their credit decisions andencourage risk-adjusted pricing, with the medium-term risk profile of their credit transactions, we use the concept of “expected loss”‘expected loss’.
     For UBS, expected loss‘Expected loss’ is a statistically based measure intended to reflectan estimate of the annual costs that will arise, on average over time, from positions that become impaired. It is derived from the probability that a given counterparty



50


Financial Management

UBS internal rating scale and
mapping to external ratings

Moody’sStandard
Investorand
UBSServicesPoor’s
RatingDescriptionequivalentequivalent
0 and 1
InvestmentAaaAAA
2
gradeAa1 to Aa3AA+ to AA–
3
A1 to A3A+ to A–
4
Baa1 to Baa2BBB+ to BBB
5
Baa3BBB–
6
Sub-investmentBa1BB+
7
gradeBa2BB
8
Ba3BB–
9
B1B+
10
B2B
11
B3B–
12
Caa to CCCC to C
13
Impaired andDD
14
defaultedDD

will default, our current and likely future exposure to that counterparty and the likely severity of the loss should default occur.

UBS internal rating scale and
mapping to external ratings

Moody'sStandard
Investorand
UBSServicesPoor's
RatingDescriptionequivalentequivalent

0 and1
InvestmentAaaAAA
2
gradeAa1 to Aa3AA+ to AA-
3
A1 to A3A+ to A-
4
Baa1 to Baa2BBB+ to BBB
5
Baa3BBB-

6
Sub-investmentBa1BB+
7
gradeBa2BB
8
Ba3BB-
9
B1B+
10
B2B
11
B3B-
12
Caa to CCCC to C

13
Impaired and   DD
14
defaultedDD

     The     We assess the default probabilitiesof individual coun-terparties are assessed by means ofcounterparties using rating tools tailored to the various categories of counterparty. For the major part of the business within UBS Wealth Management & Business Banking,counterparty, and from these we usederive a statistical approach or “score card” to form groups of clients with similar propensity to default. UBS Warburg, with its less homogeneous client base, uses an approach under which credit officers assess the credit standing of counterparties based on guidelines and an analytical format or “template”, designed to ensure consistency of ratings across the Business Group. In all cases, the analysis is founded on an assessment of both financial ratios and qualitative factors. The result of this counterparty specific analysis is expressed as a rating.

Clients are segmented into 15 rating classes, two being reserved for assets that are already impaired or defaulted. The UBS rating scale, which is shown in the table above, is not only an ordinal ranking of our counterparties; we have assigned to each rating class a fixed probability of default, and thus clients migrate between rating classes as our assessment of their probability of default changes. As shown in the table above, we map the ratings of the major rating agencies to our rating classes based on the long-term average default observations for each external grade. Observed defaults per rating category vary year-on-year,year on year, and especially over an economic cycle, and therefore this mapping does not therefore,


60


imply that UBS expects this number of defaults in any given period.

     We determineexposure at defaultbased on the expected outstandingamounts owed at the time of default, for example for traded products the expected exposure profile, derived from the same model as forthe ‘maximum likely exposure’ used to measure credit limit utilization (see “Credit risk of counterparties and groups” on page 59).utilization.
     Loss     We assess loss severity orloss given defaultis assessed based on a set of assumptions, taking into

account the seniority of the claim, and collateral or other credit mitigation where available.

     Expected loss, at both transaction and counterparty level, is the product of the probability of default, the exposure at default and the loss given default.
     The concept of expected loss and its components form the basis for various business applications within UBS: individual credit policies refer to counterparty rating classes to determine, for example, the maximum tenor allowed for OTC derivative transactions; the rating concept is used to define credit authorities granted to individual credit officers across the Group; and expected loss is used in valuing the OTC derivative books to account for the credit risk assumed in these trades.     UBS’s internal measurement framework is broadly consistent with the concepts of Basel II under which future minimum regulatory capital requirements for credit risk will be determined.
     For further details of how we use expected loss in our segment reporting, please see the “Credit loss expense” section on page 39 and 40 of the Financial Report 2002 and Note 2a to the UBS Group Financial Statements.

Statistical and stress loss

Our credit portfolio is heterogeneous, varying significantly in terms of client type, sector, geographical diversity and the size of exposures. For the assessment of both statistical loss and stress loss it is therefore analyzed initially in material credit portfolios, we make an initial analysis based on sub-portfolios with more homogeneous characteristics.
     We aggregate statistical loss across these portfolios using our own proprietary “creditcredit Value at Risk”Risk methodology. This provides an indication of the level of risk in the portfolio and the way it changes over time.
     Modeling extreme credit losses is complex because they are driven much less by systematic factors than is generally the case for market risk. We apply scenarios which allow us to assess the

impact of variations in bankruptcy/default rates and asset values, taking into account risk concentrations in each portfolio, and we report results to senior management. In UBS Warburg, we apply limits to stress exposure. For “temporary” exposures we use a scenario for the measurement of stress loss that combines market (credit spread) shocks and increased default rates. For “take and hold” exposures we apply only increased default rates, but taking account of portfolio concentrations.portfolio. We also measure and report industry and geographical contributions to stress loss results.

Settlement risk

Composition of credit exposures

Credit is an integral part of many of our business activities.

     The two main contributors to credit exposure are Wealth Management & Business Banking and Investment Bank. To a lesser extent, credit activities are also important to Wealth Management USA.
     The credit exposure of Wealth Management & Business Banking is mainly comprised of traditional loans to private individuals and corporations. Loans to private individuals are typically secured by either residential real estate or portfolios of marketable securities. Loans to corporations may, depending on our assessment of the credit capacity and quality of the borrower, be extended on an unsecured basis, but often benefit from collateral in the form of real estate or other assets.
     In Investment Bank, credit exposure arises from both traditional banking products and



51


Financial Management
Risk Analysis



Total exposure

                                                             
  Wealth Management            
CHF million & Business Banking Investment Bank Wealth Management USA Other 1 UBS
As at 31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01 
 
Loans utilization (gross)  174,772  169,106   175,693   55,366  61,718   61,229   13,116  12,857   18,246   4,953  5,689   6,816   248,207  249,370   261,984 
Contingent claims  11,424  11,448   12,839   3,201  4,407   11,640   355  430   542   583  309   466   15,563  16,594   25,487 
Unutilized committed lines  1,800  1,984   2,509   44,670  36,439   47,355   80   811   715   73   72   29   46,623  39,306   50,608 
 
Total banking products  187,996  182,538   191,041   103,237  102,564   120,224   13,551  14,098   19,503   5,609  6,070   7,311   310,393  305,270   338,079 
 
Unsecured OTC products  1,385  1,682   1,961   53,649  55,002   64,416               573          55,607  56,684   66,377 
Other derivatives (secured or exchange-traded)  1,190  712   2,317   14,535  10,850   12,150   1   3                   15,726  11,565   14,467 
Securities lending / borrowing  1,093  917   45   22,220  11,962   14,575                           23,313  12,879   14,620 
Repo / Reverse-Repo  26   14   67   19,546  21,744   18,948   151  439                   19,723  22,197   19,015 
 
Total traded products 2
  3,694  3,325   4,390   109,950  99,558   110,089   152  442       573          114,369  103,325   114,479 
 
Total credit exposure, gross
  191,690  185,863   195,431   213,187  202,122   230,313   13,703  14,540   19,503   6,182  6,070   7,311   424,762  408,595   452,558 
 
Total credit exposure, net of allowances
  188,798  182,148   189,929   212,072  200,620   227,949   13,678  14,511   19,469   6,178  6,061   7,298   420,726  403,340   444,645 
 
1 Includes Global Asset Management and Corporate Center including Private Banks. 2Traded products exposure is based on internal measurement methodology.

traded products. Traded products exposure to lower rated counterparties is generally collateralized or otherwise supported.

     The table above provides an overview of the aggregate credit exposure of UBS in gross terms, i.e. without recognition of hedges, collateral or other risk mitigation.

Wealth Management & Business Banking

Wealth Management & Business Banking’s gross loans to customers at 31 December 2003 amounted to CHF 175 billion, of which 70% or CHF 123 billion were secured by real estate. Loans to customers increased by CHF 5.7 billion, mainly a reflection of the success of our home mortgage initiative in Switzerland. The pie chart to the right shows that exposure to the real estate sector is exposedwell diversified, with 44% of loans being secured on single-family homes and apartments, which, historically, have exhibited a low risk profile. The 16% of exposure secured on residential multi-family homes consists of rented apartment buildings. Loans and other credit engagements with individual clients, excluding mortgages, are predominantly extended against the pledge of marketable securities where we apply conservative standards to settlement riskdetermine the advance value of the collateral.
     Unsecured loans consist predominantly of exposures to corporate clients. They are widely spread across rating categories and industry sec-

tors, which reflects our position as a consequencemarket-leading lender to this segment of predominantly small-to medium-sized enterprises in Switzerland. During 2003, we have again focused on improving the quality of our credit portfolio, and further reducing individual and sector concentrations.

     The table on the next page shows credit exposure across counterparty ratings and loss given default (LGD) buckets. LGD represents our expectation of the extent of loss on a transaction should default occur, and is expressed as percentage loss per unit of exposure. LGD typically differs by type of counterparty and claim, seniority and available collateral. The table shows a concentration in the rating grade 5 and 25% LGD buckets, reflecting the dominant residential mortgage business which generally has an LGD of 25%.

(PIE CHART)



52


Financial Management

(BAR CHARTS)

Wealth Management & Business Banking:
distribution of gross loans across counterparty rating and loss given default (LGD) buckets

                         
                      Weighted 
  Gross  Loss given default buckets Average 
CHF million Exposure  0-25%  26-50%  51-75%  76-100%  LGD (%) 
 
0
1
2
3
4
5
6
7
8
9
10
11
12
  1,019
567
3,611
17,024
6,261
104,355
8,618
11,124
9,309
4,934
1,065
217
278
   469
318
2,101
10,807
2,531
96,942
2,899
3,899
2,452
1,414
249
33
133
   404
56
1,000
1,566
1,727
3,484
3,657
4,497
5,013
2,470
520
115
92
   146
188
497
3,142
1,966
2,280
1,768
1,335
1,261
740
216
56
25
   0
5
13
1,509
37
1,649
294
1,393
583
310
80
13
28
   34
37
32
27
38
25
39
41
38
39
42
44
35
 
 
Total
  168,382   124,247   24,601   13,620   5,914   29 
 
Investment grade
Sub-investment grade
Impaired and defaulted
  132,837
35,545
6,390
   113,168
11,079
   8,237
16,364
   8,219
5,401
   3,213
2,701
     
 
Total gross loans
  174,772                     
 



53


Financial Management
Risk Analysis

Investment Bank

A substantial majority of the Investment Bank’s credit exposures fall into the investment grade category (internal counterparty rating grades 0 to 5), both for banking products gross (68%) and for traded products (94%). The counterparties are primarily sovereigns, financial institutions, multinational corporate clients and investment funds.
     The Investment Bank’s total banking products exposure at 31 December 2003 was CHF 103 billion, of which CHF 55 billion was loans, compared with CHF 103 billion total and CHF 62

billion loans at 31 December 2002 and CHF 120 billion total and CHF 61 billion loans at 31 December 2001. In the last few years, the Investment Bank has engaged in a substantial credit risk hedging program through which we have effectively reduced our banking products exposure at 31 December 2003 by CHF 22 billion. This was achieved mainly by transferring the underlying risk to high-grade market counterparties using credit default swaps. The table below provides a view of the net banking products exposure, reflecting the effect of these credit risk hedging activities. To illustrate the effects



Investment Bank: credit hedging, banking products

                 
  As at 31.12.2003
  Gross  Credit  Other Risk  Net 
CHF million Exposure1  Hedges2  Mitigants3  Exposure 
 
Investment grade  39,227   (18,892)  609   22,314 
Sub-investment grade  22,306   (3,508)  (498)  18,626 
Impaired and defaulted  1,495   0   (889)  615 
 
Total banking products exposure
  63,028   (22,400)  (778)  41,555 
 
1Gross Exposure includes contingent claims and unutilized commitments but excludes money market deposits and cash collateral deposits both included in the total Banking Products of CHF 103,237 million shown in the total exposure table.2Credit Hedges include single name credit default swaps (CDS) and credit linked notes (CLN) programs at notional amounts.3Other Risk Mitigants include cash collateral and unfunded risk participations. Risk participation are shown as a reduction in exposure to the original borrower and corresponding increase in exposure to the participant bank. The impaired and defaulted category also includes counterparty-specific allowances of CHF 673 million.

Note: Columns cannot be totaled as net exposure is set to zero in case of over-hedging.

Investment Bank: distribution of net take and hold banking products exposure1
across counterparty rating and loss given default (LGD) buckets

                         
  Net                  Weighted 
  Credit  Loss given default buckets Average 
CHF million Exposure 2  0–25%  26–50%  51–75%  76–100%  LGD (%) 
 
Not rated  36   22   14   0   0   27 
0 and 1  1,875   0   1,875   0   0   49 
2  4,019   217   3,790   0   12   47 
3  5,520   2,513   2,767   238   2   38 
4  3,887   63   3,757   67   0   50 
5  1,694   573   1,121   0   0   45 
6  989   345   627   5   12   44 
7  5,227   4,538   629   60   0   15 
8  4,731   4,255   341   0   135   14 
9  3,177   2,095   872   198   12   25 
10  797   119   636   36   6   46 
11  492   140   316   24   12   48 
12  491   163   310   18   0   34 
 
Total non-impaired
  32,935   15,043   17,055   646   191   34 
 
Investment grade  17,031   3,388   13,324   305   14     
Sub-investment grade  15,904   11,655   3,731   341   177     
Impaired and defaulted  609                     
 
Total take and hold
  33,544                     
 
1Net take and hold banking products exposure does not include money market deposit and excludes temporary (underwriting) commitments.2Net credit exposure: gross credit exposure minus credit hedges minus other risk mitigants.



54


Financial Management

(BAR CHARTS)

55


Financial Management
Risk Analysis

of credit hedging and other risk mitigation, the rating distribution graph on the previous page shows exposures before and after risk mitigation. Additionally, in the matrix on page 54, we show the distribution of Investment Bank’s net banking products exposure across rating grades and LGD buckets. In this portfolio, the LGD for senior claims is normally between 40% and 50%, which explains the concentration in the 26–50% bucket. The significant exposure in the sub-investment grade 0–25% bucket is mainly comprised of short-term loans to US mortgage originators, secured on their mortgage portfolios, pending securitization. Exposure distribution across counterparty ratings shown elsewhere in this section refers only to gross exposure and probability of default, without reference to the likely severity of loss or loss mitigation from collateral or credit hedges.

     The banking products portfolio continues to be widely diversified across industry sectors. At 31 December 2003, the largest exposure (31%) was to financial institutions. Our disciplined credit underwriting and distribution standards, our focus on asset quality and our avoidance of risk concentrations, have allowed the Investment Bank to avoid any significant default situations in 2003.
     A significant proportion of the Investment Bank’s credit risk arises from its trading and risk management activities. Providing risk management solutions to clients, including the use of derivative products, is a core business of the Investment Bank. Transactions with counterparties of lower quality are generally conducted on a secured basis or for short tenors only. In line with general market trends, we have also entered into bilateral collateral agreements with other major banks to mitigate the potential concentrations of exposure arising from industry consolidation and the continuing increase in volumes of OTC derivatives traded.
     The graph on page 55 shows the Investment Bank’s traded products exposure by counterparty rating at 31 December 2003. Further details of derivative instruments are provided in Note 23 to the Financial Statements and details of securities borrowing, securities lending, repurchase and reverse repurchase activities can be found in Note 10 to the Financial Statement.
     Over the last six years, we have focused our lending outside Switzerland on important advi-

sory or underwriting clients, avoiding pure commercial lending, and thereby substantially reducing our international transactional businesses. credit exposure. With the increasing strength of the business franchise with such core clients, and the improvement in market conditions, we expect to selectively allocate moderately higher capital resources to support our business growth. Any increase in credit exposure will, however, be gradual and balanced across our lending business for core corporate clients, derivatives activity and loan underwriting.

Wealth Management USA

Consistent with their business focus on regulated, collateralized lending to high net worth individuals, credit risk in the Wealth Management USA portfolio is comparatively low. The loan portfolio as at 31 December 2003 amounted to CHF 13 billion, spread across more than 100,000 individual positions, widely dispersed across the US. In order to provide a broader range of services to our US clients, in the fall of 2003, we opened UBS Bank USA, an FDIC-insured institution located in Salt Lake City. Over time this is likely to lead to growth in the collateralized loan portfolio of Wealth Management USA.

Settlement risk

Settlement risk arises in transactions involving the exchange of values when we must honor our obligation to deliver cash or securities without first being able to determine that we have received the counter-value. ThisThe most significant element of our settlement risk is particularly significant inarises from foreign exchange and precious metals transactions, and we limit and monitor the risk on a continuous basis against settlement limits for each counterparty based on our assessment of their credit standing. Settlement risk reduction is a high priority and we continue to work to achieve shorter settlement cycles from payment release to reconciliation, and to reduce exposure by establishing risk reduction arrangements with counterparties, such as payment netting and covered settlements.

     UBS participates in payment and securities clearing houses, and was a founder member ofbut the Continuous Linked Settlement (CLS) system, an industry initiative which established a global clearing house, CLS Bank,went live in October 2002, allows transactions to settle foreign exchange transactionsbe settled on a delivery versus payment basis.basis, eliminating settlement risk. The volume of transactions settled through CLS went live in mid-October 2002has increased throughout 2003, and has substantially reduced both settlement and systemic risks faced by UBS and other majorfourth quarter nearly 50% by value of our foreign exchange trading banks. We expect more reductionsbusiness was being settled in this way. CLS does not, of course, eliminate the credit risk arising on foreign exchange transactions from changes in exchange rates prior to settlement, which we continue to measure and control as further banks join the system indirectly through settlement members,for other traded products, as described on page 50 under Credit risk of counterparties and as the range of currencies cleared by CLS is increased.groups.



56


Financial Management

Country risk

Country risk

The CRC functionCCO organization at the Corporate Center assigns ratings to all countries to which we have exposure. Like the counterparty ratings, the sov-


61


Capital and Risk Management
Risk Analysis


ereignsovereign ratings express the probability of the occurrence of a country risk event that would lead to an impairment of UBS’sour exposures. The default probabilities and the mapping to the ratings of the major rating agencies are the same as for counterparty credit risks (see table on page 60)51), the three lowest ratings being designated “distressed”‘distressed’.

     For all countries rated 3 and below, we closely monitor exposure withinset country risk ceilings approved by the Chairman’s Office.Office or under delegated authority. The country risk ceiling is a primary limit forapplies to all transactions with counterparties in these countries, and extension of credit may be denied on the basis of a country risk ceiling, even if there are adequate counterparty limits available. Within this group of countries, those which have yet to reach a mature stage of economic, financial, institutional, political and social development or where there is significant potential for economic or political instability are defined as emerging market countries. The country data provided below cover only emerging market countries and not all countries which are subject to ceilings.
     Counterparty defaultdefaults resulting from multiple insolvencies (systemic risk) or general prevention of payments by authorities (transfer risk) isare the most significant long-term effecteffects of a country crisis, but incrisis. In our internal measurement and control of country risk we also consider the probable financial impact of market disruption arising prior to, during and following a country crisis, in the form of severe falls in the country’s markets and asset prices, longer-term devaluation of the currency and potential immobilization of currency balances.
     We measure exposures against country ceilings in two ways. We use the traditional “nominal” measure based on exposures from banking products and traded products, including our own intra-Group cross-border positions, and exposure to issuers of tradable assets such as bonds and equities. This is the basis of regulatory and financial reporting, including the data provided on pages 68 and 69. We also measure the risk in terms of potential loss, including potential loss from market movements, reflecting the fact that the risk profiles of exposures can vary significantly depending on the type of product, any collateral, and the degree to which they have been hedged against market shocks. The potential loss based measure is the primary internal risk management and control tool.
     We measure the potential financial impact of severe emerging markets crises by stress testing — 

identifying countries that may be subject to a potential crisis event, and determining potential loss, undermaking conservative assumptions ofabout potential recovery rates for individual products.depending on the types of transaction involved and their economic importance to the affected countries.

Country risk exposure

Our cross-border country risk exposure to emerging markets amounted to CHF 13.8 billion at 31 December 2003, compared with CHF 10.7 billion at 31 December 2002. Of this amount, CHF 8.6 billion or 62% is to investment grade countries. Our on-shore exposure to emerging markets is not material. The potential loss under this stress loss measure is subjectgrowth of CHF 3.1 billion in total emerging markets exposure arose almost entirely in liquid tradable assets, reflecting increased emerging markets trading activities, especially in Asia, where we took advantage of opportunities presented by improved investor sentiment.
     The table and graphs below analyze the cross-border emerging market country exposures by country rating category, by major geographical area and by product type at 31 December 2003 compared to a limit approved31 December 2002 and 31 December 2001.

(PIE CHART)



Emerging market exposure by the Board of Directors.major geographical area and product type

                                                 
CHF million Total Banking products Traded products Tradable assets
As at 31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01 
 
Emerging Europe  1,833   2,005   1,954   441   390   632   606   532   750   786   1,083   572 
Emerging Asia  7,721   4,755   7,747   2,416   2,189   4,029   1,113   1,179   1,537   4,192   1,387   2,181 
Latin America  1,849   1,711   2,876   425   618   1,122   568   330   863   856   763   891 
Africa / Middle East  2,363   2,205   2,858   882   979   1,432   1,083   818   962   398   408   464 
 
Total  13,766   10,676   15,435   4,164   4,176   7,215   3,370   2,859   4,112   6,232   3,641   4,108 
 

57


     We define emerging market countries as countries which have yet to reach a mature stage of economic, financial, institutional, political and social development or where there is significant potential for economic or political instability. All emerging market countries are subject to country ceilings. The country data provided on pages 68 and 69 covers only emerging market countries and not all countries which are subject to ceilings.Financial Management
Risk Analysis

Provisioning policies

Provisioning policies

UBS classifies a claim as impaired if the book value of the claim exceeds the present value of the cash flows actually expected in future periods – loan interest payments and scheduled principal repayments, or other payments due, (forfor example on derivatives transactions),guarantees, and including liquidation of collateral where available. Within this category, weWe further classify loans as non-performing where payment of interest, principal or fees is overdue by more than 90 days. Non-performance is not the determinant of impairment, although it may, in some circumstances, be the first evidence of impairment.days or – as now required by Swiss regulatory guidelines – when insolvency proceedings have commenced or obligations have been restructured on concessionary terms.

     We have established policies to ensure that the carrying values of impaired claims are determined on a consistent and fair basis, especially for those impaired claims for which no market estimate or benchmark for the likely recovery value is available. Future cash flows considered recoverable are discounted to present value in accordance with the principles of IAS 39. A provisionloan loss allowance is then made for the probable loss on the claim in question and charged to the income statement as credit loss expense.
     Each case is assessed on its merits, and the work-outworkout strategy and estimation of cash flows considered recoverable are independently approved by the CRC function. The recovery value of mortgage loans is determined by capitalizing an economically sustainable rental yield, adjusted for the discount generally observed in forced liquidations, and related costs if the strategy is based on a foreclosure. For commercial exposures, enterprise value is determined from an assessment of expected cash flows from future operations if recovery is likely to be successful, or of the liquidation value of the assets if bankruptcy proceedings are to be initiated against the borrower.CCO organization.
     Allowances and provisions for credit losses also include a component for country risk. We


62


establish country-specific scenarios, which are kept under review and updated as necessary, to evaluate the extent to which the value of our banking and tradedtrad-

ed product exposure areexposures would be affected by country risk incidents or country-specific systemic risks. The appropriateAppropriate provisions are then determined by evaluating the type of credit exposure in the portfolio for each country and the loss severities that have been attributed to each exposure type. Furthermore,With effect from fourth quarter 2003, we have reclassified certain country allowances as counterparty specific credit allowances against exposureswhere they cover arrears of governments and other sovereign debtors in countries that are subject to a debt moratorium or havewhose debt has been rescheduled.
     We are confident that our policies and processes ensure a consistent and fair basis for determining prudent levels of allowances and provisions.

Credit loss expense

Our Financial Statements are prepared in accordance with IFRS, under which credit loss expense charged to the UBS Financial Statements in any period is the sum of net allowances and direct writeoffs minus recoveries arising in that period, i.e. the credit losses actually incurred. By contrast, in our segment reporting we measure credit loss expense using the expected loss concept, which reflects the annual cost that is expected to arise on transactions in the current portfolio that become impaired in the future. To hold the Business Groups accountable for credit losses actually incurred, we charge or refund them with the difference between actual credit loss expense and expected loss, amortized over a three-year period. The amount



Actual credit loss (expense) / recovery versus Business Group credit loss charge

                                                             
  Wealth Management             
CHF million & Business Banking Investment Bank Wealth Management USA Other1 UBS
For the year ended 31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01 
 
Total banking products exposure at year end  187,996   182,538   191,041   103,237   102,564   120,224   13,551   14,098   19,503   5,609   6,070   7,311   310,393   305,270   338,079 
 
Actual credit loss (expense)/recovery  (75)  (238)  (124)  (40)  35   (360)  (3)  (15)  (15)  2   12   1   (116)  (206)  (498)
- as a proportion of total banking products exposure (bps)  (4)  (13)  (6)  (4)  3   (30)  (2)  (11)  (8)  4   20   1   (4)  (7)  (15)
 
Credit loss expense charged to the Business Groups2
  (131)  (312)  (601)  (139)  (128)  (112)  (8)  (13)  (18)  (2)  (2)  (3)  (280)  (455)  (734)
- as a proportion of total banking products exposure (bps)  (7)  (17)  (31)  (13)  (12)  (9)  (6)  (9)  (9)  (4)  (3)  (4)  (9)  (15)  (22)
 
1 Includes Global Asset Management and Corporate Center including Private Banks.2Based on expected credit loss. See Credit loss expense section above.

58


Financial Management

difference between the amounts charged to the Business Groups and the actual credit loss expense recorded at Group level is reported in the Corporate Center. The following discussion covers the actual credit loss expense.

     Total credit loss expense for UBS in 2003 amounted to CHF 116 million, compared to CHF 206 million in 2002 and CHF 498 million in 2001.
     Net actual credit loss expense at Wealth Management & Business Banking amounted to CHF 75 million compared to CHF 238 million in 2002. This exceptionally strong result was achieved despite the negative impact of suchthe Erb Group, a privately held Swiss conglomerate, which defaulted in fourth quarter 2003. Our domestic credit portfolio demonstrated strong resilience in a Swiss economic environment which saw an increase in the number of corporate bankrupties by 13.4% compared to 2002, the highest annual increase in 10 years (see the graph to the right). The measures taken in recent years to improve the quality of our credit portfolio have resulted in lower levels of new defaults and our success in managing the impaired portfolio has resulted in a higher than anticipated level of recoveries. In response to an improving economic and political environment in some emerging markets, we were also able to release country allowances relating to our correspondent banking business.
     Outside Switzerland, the global credit environment gradually improved during 2003, especially in the second half of the year, reversing the downward trend observed in the previous two years. Although some concerns regarding sustainability remain, signs of a global economic recovery have increased.
     The Investment Bank experienced net actual credit loss expense of CHF 40 million, compared to net credit loss recoveries of CHF 35 million in 2002 and credit loss expense of CHF 360 million in 2001. This continued strong performance was the result of minimal exposures to new defaults plus the recovery of country provisions consistent with the more favorable outlook for emerging market economies.

Impaired loans, allowances and provisions

As shown in the table on the following page, allowances and provisions for credit losses decreased by 23%, to CHF 4,326 million at 31 December 2003 from CHF 5,621 million at

(LINE GRAPH)

31 December 2002. Note 9b to the Financial Statements provides further details of the changes in allowances and provisions during the year.

     Allowances and provisions for emerging market-related exposures stood at CHF 286 million at 31 December 2003, compared to CHF 736 million at 31 December 2002 and CHF 1,006 million at 31 December 2001. The significant reduction is mainly a consequence of the reclassification, noted above, of country allowances earmarked to cover defaulted exposures to sovereign and quasi-sovereign borrowers whose debt has been rescheduled in the past. Their treatment as counterparty allowances is determinedmore consistent with our treatment of other impaired claims.
     Impaired loans have decreased to CHF 7,606 million at 31 December 2003 from CHF 10,365 million at 31 December 2002 and CHF 14,629 million at 31 December 2001. Over the same period, non-performing loans have also decreased, to CHF 4,959 million from CHF 6,029 million at 31 December 2002 and CHF 8,639 million at 31 December 2001. We have applied the new definition of non-performing loans introduced by the Swiss regulator, as noted above, with effect from 31 December 2003. Previous period numbers have not been restated and are therefore comparatively lower than would otherwise be the case, by casewhich explains the relatively low reduction in our non-performing loans portfolio in 2003.
     The ratio of impaired loans to total loans has improved continuously over the past three years to 3.1% at 31 December 2003 from an assessment4.2% at 31 December 2002 and 5.6% at 31 December 2001, while the non-performing loans to total

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Financial Management
Risk Analysis

Allowances and provisions for credit loss



1Includes Global Asset Management and Corporate Center including Private Banks. Global Asset Management had no impaired or non-performing loans at 31.12.02 and 31.12.01.
2Includes country allowances and provisions and provisions for off balance sheet liabilities.
3In the fourth quarter 2003 CHF 318 million of country provisions earmarked to cover defaulted and rescheduled non-performing claims on sovereign and quasi-sovereign borrowers were reclassified to counterparty-specific loan loss allowances.

             
  Wealth Management
CHF million & Business Banking
As at 31.12.03  31.12.02  31.12.01 
 
Loans to banks (gross)  3,312  3,292   3,964 
Loans to customers (gross)  171,460  165,814   171,729 
Gross loans  174,772  169,106   175,693 
 
Non-performing loans  4,420  5,032   7,001 
Other impaired loans  1,970  3,332   4,303 
 
Total impaired loans
  6,390  8,364   11,304 
 
Allowances for non-performing loans  2,346  2,749   4,245 
Allowances for other impaired loans  484  824   1,137 
 
Total allowances for impaired loans
  2,830  3,573   5,382 
 
Other allowances and provisions 2
  312  452   243 
 
Total allowances and provisions
  3,142  4,025   5,625 
 
of which country allowances and provisions 3
  118  515   507 
 
Ratios
            
Impaired loans as a % of gross loans  3.7  4.9   6.4 
 
Non-performing loans as a % of gross loans  2.5  3.0   4.0 
 
Allowances and provisions for credit loss as a % of gross loans  1.8  2.4   3.2 
 
Allocated allowances as a % of impaired loans  44.3  42.7   47.6 
 
Allocated allowances as a % of non-performing loans  53.1  54.6   60.6 
 


loans ratio improved to 2.0% at 31 December 2003 from 2.4% at 31 December 2002 and 3.3% at 31 December 2001. These positive results were due, in part, to the reduction of the amounts that we deemour exposure to be irrecoverable.international credit risk in previous years, resulting in fewer new impaired and non-performing loans than in prior periods, and in part to continuing efforts to conclude proceedings and reach settlement on existing non-performing loans.

     In general, Swiss practice is to write off loans only on final settlement of bankruptcy proceedings, sale of the underlying assets, or formal debt forgiveness. By contrast, US practice is generally to write off non-performing loans, in whole or in part, much sooner, thereby reducing the amount of such loans and corresponding provisions recorded. A consequence of applying the Swiss approach is that, for UBS, recoveries of amounts written off in prior accounting periods tend to be small, and the level of outstanding impaired loans and non-performing loans as a percentage of gross loans will tendtends to be higher than for our US peers.

Composition of credit exposures
Market risk

Credit is an integral part of many of our business activities.

     The two main contributors to credit exposure are UBS Wealth Management & Business Banking and UBS Warburg. To a lesser extent, credit activities are also important to UBS PaineWebber.
     The credit exposure of UBS Wealth Management & Business Banking is mainly comprised of traditional loans to private individuals and corporations. Loans to private individuals are typically secured by either residential real estate or portfolios of marketable securities. Loans to corporations may, depending on our assessment of the credit capacity and quality of the borrower, be extended on an unsecured basis, but often benefit from collateral in the form of real estate or other assets.
     In UBS Warburg, credit exposure arises both from traditional banking products and from our trading activities, including swaps, options, forward contracts, repo transactions and securities lending and borrowing relationships (traded products). Exposure to lower rated counterparties is generally collateralized or otherwise supported.
     The table on this page provides an overview of the aggregate credit exposure of the UBS


Total exposure

                                     
  UBS Wealth Management       
  & Business Banking  UBS Warburg  UBS PaineWebber 
  
  
  
 
CHF million                           
As at 31.12.02  31.12.01  31.12.00  31.12.02  31.12.01  31.12.00  31.12.02  31.12.01  31.12.00 

Loans utilization (gross)  174,032   181,854   185,271   61,718   61,229   73,810   12,857   18,246   24,649 
Contigent claims  11,752   13,303   10,613   4,407   11,640   17,173   430   542     
Unutilized committed lines  1,984   2,520   3,574   36,439   47,355   49,936   811   715     

Total banking products  187,768   197,677   199,458   102,564   120,224   140,919   14,098   19,503   24,649 

Unsecured OTC products  1,682   1,961   883   55,002   64,416   61,340             
Other derivatives (secured exchange-traded)  712   2,317   1,638   10,850   12,150   8,994             
Securities lending  917   45   2,193   11,962   14,575   12,159             
Repo  14   67   650   21,744   18,948   22,183             

Total traded products2
  3,325   4,390   5,364   99,558   110,089   104,676             

Total credit exposure, gross  191,093   202,067   204,822   202,122   230,313   245,595   14,098   19,503   24,649 

Total credit exposure,                                    
net of allowances  187,369   196,557   197,042   200,620   227,949   242,873   14,069   19,469   24,629 
Total tradable assets3
  164   2,908   2,626   183,977   241,357   219,070             

[Additional columns below]

[Continued from above table, first column(s) repeated]

                         
  Other1  UBS Group 
  
  
CHF million                  
As at 31.12.02  31.12.01  31.12.00  31.12.02  31.12.01  31.12.00 

Loans utilization (gross)  763   655   786   249,370   261,984   284,516 
Contigent claims  5   2       16,594   25,487   27,786 
Unutilized committed lines  72   18       39,306   50,608   53,510 

Total banking products  840   675   786   305,270   338,079   365,812 

Unsecured OTC products              56,684   66,377   62,223 
Other derivatives (secured exchange-traded)              11,562   14,467   10,632 
Securities lending              12,879   14,620   14,352 
Repo              21,758   19,015   22,833 

Total traded products2
              102,883   114,479   110,040 

Total credit exposure, gross  840   675   786   408,153   452,558   475,852 

Total credit exposure,                        
net of allowances  840   670   781   402,898   444,645   465,325 
Total tradable assets3
  613   121   136   184,754   244,386   221,832 

1Includes UBS Global Asset Management and Corporate Center.     2 Traded products exposure is based on internal measurement methodology.     3 Tradable assets valuation: trading positions — net long, maximum default exposure; private equity — lower of cost or market; financial investments — fair value.

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Capital and Risk Management
Risk Analysis


Group in nominal terms. For internal risk management and risk control purposes, we also measure credit risk in terms of statistical and stress loss, taking into account the size of the credit exposures, plus the quality of the counterparty, collateral and diversification effects, as explained on page 61.

UBS Wealth Management
& Business Banking

UBS Wealth Management & Business Banking’s gross loans to customers at 31 December 2002 amounted to CHF 174 billion, of which 69% or CHF 120 billion were secured by real estate. The pie chart to the right shows that exposure to the real estate sector is well diversified with 40% of loans being secured on single-family homes and apartments, which, historically, have exhibited a low risk profile. The 17% of exposure on residential multi-family homes consists of rented apartment buildings. Loans and other credit engagements with individual clients, excluding

(Wealth Mgmt & Bus. Banking)

mortgages, are predominantly extended against the pledge of marketable securities where UBS applies conservative standards to determine the advance value of the collateral.

     Unsecured loans consist predominantly of exposures to corporate clients. They are fairly widely spread across rating categories and industry sectors, which reflects UBS’s position as a market leading lender to this segment of


(Bus. Banking Switzerland)


64


UBS Wealth Management & Business Banking:
distribution of gross loans across counterparty rating and loss given default (LGD) buckets

                         
      Loss given default buckets  Weighted 
  Gross   
  Average 
CHF million Exposure  0-25%  26-50%  51-75%  76-100%  LGD(%) 

0  1,183   512   576   95   0   36 
1  476   388   48   39   1   31 
2  2,963   1,721   860   341   41   32 
3  35,555   18,017   8,579   3,771   5,188   33 
4  5,743   1,936   1,738   2,024   45   40 
5  81,954   75,014   4,184   1,775   981   27 
6  8,596   1,955   3,691   2,753   197   42 
7  10,953   3,055   4,825   1,654   1,419   43 
8  10,235   2,017   5,938   1,461   819   39 
9  5,987   1,257   3,494   843   393   40 
10  1,206   218   694   212   82   42 
11  341   53   208   54   26   41 
12  467   166   134   118   49   43 

Total  165,659   106,309   34,969   15,140   9,241   33 

Investment grade  127,874   97,588   15,985   8,045   6,256     
Sub-investment grade  37,785   8,721   18,984   7,095   2,985     
Impaired and defaulted  8,373                     

Total gross loans  174,032                     


predominantly small to medium sized enterprises in Switzerland. During 2002, our high credit underwriting standards and the continued relative strength of the Swiss economy have contributed to improved credit quality within the portfolio, with individual and sector concentrations having been further reduced.

     The table above depicts credit exposure across counterparty ratings and loss given default (LGD) buckets. LGD represents our expectation of the extent of loss on a transaction should default occur, and is expressed as percentage loss per unit of exposure. LGD typically differs by type of counterparty and claim, seniority and available collateral. The table shows a concentration in the rating grade 5 and 25% LGD buckets, reflecting the dominant residential mortgage business with a standard LGD rate of 25%.

UBS Warburg

A substantial majority of UBS Warburg counter-party exposures fall into the investment grade category (internal counterparty rating grades 0 to 5), both for banking products gross (66%) and for traded products (94%). The UBS Warburg counterparties are primarily sovereigns, financial institutions, multinational corporate clients and investment funds. In the last few

years, UBS Warburg has engaged in a substantial credit risk hedging program through which we have effectively reduced our banking products exposure by CHF 25.3 billion. This was achieved mainly by transferring the underlying risk to high grade market counterparties using credit default swaps. The table on the following page provides a view of the net banking products exposure, reflecting the effect of these credit risk hedging activities. In order to better illustrate the effects of credit hedging and other risk mitigation, we have expanded the 2002 columns in the rating distribution graph on page 67 to show exposures before and after risk mitigation. Additionally, in the matrix on the following page, we show the distribution of UBS Warburg’s net banking products exposure across rating grades and LGD buckets. In UBS Warburg’s portfolio, the standard LGD on senior secured claims is 40% and on senior unsecured claims 50%, which explains the concentration in the 26-50% bucket in the matrix on page 66. The significant exposure in the sub-investment grade 0-25% bucket is mainly comprised of collateralized short-term bridge loans for US residential real estate portfolios awaiting securitization.

     Exposure distribution across counterparty ratings shown elsewhere in this section refers only to the gross exposure and probability of


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Capital and Risk Management
Risk Analysis

UBS Warburg: credit hedging, banking products
                 
      As at 31.12.2002       
 
  Gross  Credit  Other Risk  Net 
CHF million Exposure1  Hedges2  Mitigants3  Exposure 

Investment grade  47,020   21,463   913   26,272 
Sub-investment grade  29,256   3,770   613   25,551 
Impaired and defaulted  1,981   99   1,229   818 

Total banking products exposure  78,257   25,332   2,755   52,641 

1  Banking products exposure excludes money market deposits of CHF 13.3 billion.     2  Credit Hedges includes single name credit default swaps (CDS) and credit linked notes (CLN) programs at notional amounts.     3  Other Risk Mitigants include cash collateral and unfunded risk participations. The impaired and defaulted category also includes counterparty specific allowances of CHF 995 million.

Note: Columns cannot be totaled as net exposure is set to zero in case of over-hedging or over-provisioning.

UBS Warburg: distribution of net take and hold banking products exposure1
across counterparty rating and loss given default (LGD) buckets

                         
  Net  Loss given default buckets  Weighted 
  Credit  
  Average 
CHF million Exposure2  0-25%  26-50%  51-75%  76-100%  LGD(%) 

Not rated  26       25       1   47 
0 and 1  2,245       2,243       2   50 
2  5,006   349   4,650   3   4   52 
3  8,398   4,315   4,069       14   39 
4  4,661   347   4,232       82   50 
5  2,594   367   2,218   9       47 
6  2,840   1,537   1,272   7   24   32 
7  5,558   4,315   1,243           23 
8  8,599   7,854   734   11       9 
9  5,051   3,969   1,041   1   40   16 
10  551   67   482   2       45 
11  312       312           42 
12  802   132   628   9   33   39 

Total non-impaired  46,643   23,252   23,149   42   200   38 

Investment grade  22,930   5,378   17,437   12   103     
Sub-investment grade  23,713   17,874   5,712   30   97     
Impaired and defaulted  797                     

Total take and hold  47,440                     

1 Net take and hold banking products exposure does not include money markets deposits of CHF 13.3 billion, and excludes temporary (underwriting) commitments.     2 Net credit exposure: gross credit exposure minus credit hedges minus other risk mitigants.


default, without reference to the likely severity of loss or loss mitigation from collateral or credit hedges.
     Continuing the trend observed in 2001, the year under review saw both a number of high profile investment grade defaults and record levels of speculative-grade defaults both in the US and in Europe. Our disciplined credit underwriting and distribution standards and our focus on asset quality, have allowed UBS Warburg to avoid most of these defaults. To have experienced a net recovery of loan losses in very challenging markets has confirmed our strategy and reaffirmed our firm-wide risk culture. UBS Warburg is well positioned for, but not immune
to, any continued turbulence in the international credit markets.
     UBS Warburg’s banking products portfolio continues to be widely diversified across industry sectors. At 31 December 2002, the largest exposure (36%) was to the finance sector. While the reported 7% exposure to the transport, storage and communication sector includes CHF 3.6 billion of gross exposure to the telecommunication industry, the vast majority of this amount relates to incumbent investment grade operators and substantial portions of these exposures are credit-hedged.
     A significant proportion of UBS Warburg’s credit risk arises from its trading and risk man-


66


(Banking products exposure)


67


Capital and Risk Management
Risk Analysis


(OTC deriv. exposure)

agement activities. Providing risk management solutions to our customers, including the use of derivative products, is a core business of UBS Warburg. Here, transactions with counterparties of lower quality are generally conducted on a secured basis or for short tenors only. In line with general market trends, UBS Warburg has also entered into bilateral collateral agreements with other major banks to mitigate the potential concentrations of exposure arising from industry consolidation and the continuing increase in volumes of OTC derivatives traded.

     The graphs above show UBS Group’s OTC derivative exposure by product type and maturity at 31 December 2002, while the graph on page 67 shows details of all UBS Warburg traded products exposure by counterparty rating at 31 December 2002. Further details of derivative instruments are provided in Note 23 to the UBS Group Financial Statements.

UBS PaineWebber

Consistent with UBS PaineWebber’s business focus on regulated, collateralized lending to high net worth individuals, credit risk in its portfolio is comparatively low. The loan portfolio as at 31 December 2002 amounted to CHF 12.9 billion, spread over some 95,000 individual positions, widely dispersed across the US.

Country risk

Our cross-border country risk exposure to emerging markets has further reduced to CHF 10.7 billion, down from CHF 15.4 billion at 31 December 2001. Of this amount, CHF 5.8 billion or 54% is to investment grade countries. Our on-shore exposure to emerging markets is immaterial.
     The table and graphs below analyze the cross-border emerging market country exposures by country rating category, by major geographical area and by product type at 31 December 2002 compared to 31 December 2001 and 31 December 2000.

(Emerging market exposure)


68


Emerging market exposure by major geographical area and product type

                                                 
CHF million Total  Banking products  Traded products  Tradable assets 
  
  
  
  
 
As at 31.12.02  31.12.01   31.12.00  31.12.02  31.12.01   31.12.00  31.12.02  31.12.01   31.12.00  31.12.02  31.12.01   31.12.00 

Emerging Europe  2,005   1,954   1,612   390   632   809   532   750   395   1,083   572   408 
Emerging Asia  4,755   7,747   7,642   2,189   4,029   4,053   1,179   1,537   1,355   1,387   2,181   2,234 
Latin America  1,711   2,876   4,268   618   1,122   2,352   330   863   1,025   763   891   891 
Africa/Middle East  2,205   2,858   2,736   979   1,432   1,564   818   962   669   408   464   503 

Total  10,676   15,435   16,258   4,176   7,215   8,778   2,859   4,112   3,444   3,641   4,108   4,036 

Credit loss expense

UBS Group’s Financial Statements are prepared in accordance with IFRS, under which credit loss expense charged to the Financial Statements in any period is the sum of net allowances and direct writeoffs minus recoveries arising in that period, i.e. the credit losses actually incurred. To better reflect the characteristics of credit risks in our activities, we measure and present our Business Group results in terms of expected loss, rather than actual IFRS loss, and provide a reconciliation between the two - see the section “Expected loss” on pages 60 to 61 and pages 39 to 40 of our Financial Report 2002 for further details. The following discussion covers the actual credit loss expense recorded under IFRS.

     Throughout 2002, the global credit environment continued the downward trend observed in 2001. Concerns regarding the sustainability of the global economic recovery have increased. Combined with increasing geopolitical tensions, the outlook for corporate profits has weakened. Financial market development during the year

(LINE GRAPH)

was characterized by heightened investor risk aversion, with pronounced tiering by credit quality, resulting in higher-risk corporate and sovereign borrowers facing increasingly difficult financing conditions.

     Against this background, and in stark contrast to the very challenging credit environment, UBS Warburg achieved a strong credit performance with net credit loss recoveries of CHF 35 million, compared to credit loss expense of CHF 360 million in 2001 and CHF 562 million in 2000. This excellent performance was the result of minimal exposures to new defaults plus the recovery of country provisions for emerging markets exposures which were repaid or sold during 2002.
     As illustrated in the graph on this page, corporate bankruptcies in Switzerland have reversed a five-year falling trend and climbed by 10.8% during the year. In our case, this negative development did not come as a surprise and has largely been compensated by the measures we have undertaken to improve the asset quality of our domestic credit portfolio. The gradual slowdown of the Swiss economy and our success in substantially reducing our impaired portfolio have, however, resulted in a lower level of recoveries compared to previous years. This largely explains the increase of our credit loss expense to CHF 241 million, compared to CHF 123 million in 2001.
     Group credit loss expense in 2002 amounted to CHF 206 million, compared to CHF 498 million in 2001 and to a net recovery of CHF 130 million in 2000. The exceptional result in 2000 was helped by favorable economic conditions in Switzerland which, for UBS Wealth Management & Business Banking, resulted in substantial write back of credit loss provisions taken in earlier periods.


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Capital and Risk Management
Risk Analysis

IFRS credit loss expense

                                     
  UBS Wealth Management       
CHF million & Business Banking  UBS Warburg  UBS PaineWebber 
  
  
  
For the year ended 31.12.02  31.12.01   31.12.00  31.12.02  31.12.01   31.12.00  31.12.02  31.12.01   31.12.00 

Total banking products exposure at year end  187,768   197,677   199,458   102,564   120,224   140,919   14,098   19,503   24,649 
IFRS actual credit loss expense/(recovery)  241   123   (695)  (35)  360   562   15   15   3 
- as a proportion of total banking products exposure (bps)  13   6   (35)  (3)  30   40   11   8   1 

Expected loss charged to Business Groups2
  314   604   785   128   112   243   13   18   3 
- as a proportion of total banking products exposure (bps)  17   31   39   12   9   17   9   9   1 

[Additional columns below]

[Continued from above table, first column(s) repeated]

                         
CHF million Other1  UBS Group 
  
  
For the year ended 31.12.02  31.12.01   31.12.00  31.12.02  31.12.01   31.12.00 

Total banking products exposure at year end  840   675   786   305,270   338,079   365,812 
IFRS actual credit loss expense/(recovery)  (15)  0   0   206   498   (130)
- as a proportion of total banking products exposure (bps)  (179)  0   0   7   15   (4)

Expected loss charged to Business Groups2
  0   0   0   455   734   1,031 
- as a proportion of total banking products exposure (bps)  0   0   0   15   22   28 

1Includes UBS Global Asset Management and Corporate Center.     2 For an explanation of the credit loss charge used in our Business Group reporting, please see the “Expected loss” section on page 60 and 61 and pages 39 and 40 of the Financial Report 2002.

Impaired loans, allowances and provisions

UBS classifies a claim as impaired when the book value of the claim exceeds the present value of the cash flows actually expected in future periods. Allowances and provisions for credit loss are established in line with IAS 39 and according to our provisioning policies which are explained

on page 62. We are confident that our policies and processes ensure a consistent and fair basis for determining prudent levels of allowances and provisions.

     As shown in the table below, allowances and provisions for credit losses decreased by 31.6%, from CHF 8,218 million at 31 December 2001


1Includes UBS Global Asset
Management and Corporate Center. UBS Global Asset Management had no impaired or non-performing loans at 31.12.02, 31.12.01 and 31.12.00.
2Includes country allowances and
provisions and provisions for off-balance-sheet liabilities.

Allowances and provisions for credit loss

             
  UBS Wealth Management & 
CHF million Business Banking 
  
 
As at 31.12.02  31.12.01   31.12.00 

Loans to banks (gross)  6,449   7,938   9,150 
Loans to customers (gross)  167,583   173,916   176,121 
Gross loans  174,032   181,854   185,271 

Non-performing loans  5,033   7,004   8,342 
Other impaired loans  3,340   4,306   5,978 

Total impaired loans
  8,373   11,310   14,320 

Allowances for non-performing loans  2,750   4,248   5,141 
Allowances for other impaired loans  832   1,143   2,579 

Total allowances for impaired loans
  3,582   5,391   7,720 

Other allowances and provisions2
  452   243   83 

Total allowances and provisions
  4,034   5,634   7,803 

of which country allowances and provisions
  515   507   498 

Ratios
            
Impaired loans as a % of gross loans  4.8   6.2   7.7 

Non-performing loans as a % of gross loans  2.9   3.9   4.5 

Allowances and provisions for credit loss as a % of gross loans  2.3   3.1   4.2 

Allocated allowances as a % of impaired loans  42.8   47.7   53.9 

Allocated allowances as a % of non-performing loans  54.6   60.7   61.6 


70


to CHF 5,621 million at 31 December 2002. Note 9b to the UBS Group Financial Statements provides further details of the changes in allowances and provisions during the year.

     Allowances and provisions for emerging market-related exposures stood at CHF 736 million at 31 December 2002, compared to CHF 1,006 million at 31 December 2001 and CHF 1,292 million at 31 December 2000. The reduction is mainly a consequence of our policy of reducing the overall size of our emerging market exposures.
     Impaired loans have decreased to CHF 10,365 million at 31 December 2002 from CHF 14,629 million at 31 December 2001 and from CHF 18,494 million at 31 December 2000. Over the same period, non-performing loans (a sub-set of impaired loans) have also decreased, to CHF 6,029 million from CHF 8,639 million at 31 December 2001 and CHF 10,452 million at 31 December 2000.
     The ratio of impaired loans to total loans has improved over the past three years to 4.2% at 31 December 2002 from 5.6% at 31 December 2001 and 6.5% at 31 December 2000, while the non-performing loans to total

loans ratio improved to 2.4% at 31 December 2002 from 3.3% at 31 December 2001 and 3.7% at 31 December 2000. These positive results were due, in part, to the reduction of our exposure to international credit risk, which produced fewer new impaired and non-performing loans than in previous years, and in part to continuing efforts to conclude proceedings and reach settlement on existing non-performing loans.

Market risk

Market risk is the risk of loss arising from movements in observable market variables such as interest rates, exchange rates and equity markets. In addition to these and other general market risk factors, theThe risk of price movements on securities resulting from general credit and country risk factors and events specific to individual issuers of securities is also considered market risk.

     Market risk is incurred in UBS primarily through trading activities which are centered in UBS Warburg’s Corporate and Institutional Clients business unit.the Investment Bank. It arises primarily from market making, client facilitation and propri-


                                             
UBS Warburg UBS PaineWebber  Other1  UBS Group 

  
  
  
31.12.02  31.12.01   31.12.00  31.12.02  31.12.01   31.12.00  31.12.02  31.12.01   31.12.00  31.12.02  31.12.01   31.12.00 

24,495  17,702   18,310   1,327   2,151   2,061   640   470   543   32,911   28,261   30,064 
37,223  43,527   55,500   11,530   16,095   22,588   123   185   243   216,459   233,723   254,452 
61,718  61,229   73,810   12,857   18,246   24,649   763   655   786   249,370   261,984   284,516 

967  1,609   2,068   29   17   16   0   9   26   6,029   8,639   10,452 
996  1,667   2,064   0   17   0   0   0   0   4,336   5,990   8,042 

1,963  3,276   4,132   29   34   16   0   9   26   10,365   14,629   18,494 

706  1,104   1,167   29   17   16   0   5   5   3,485   5,374   6,329 
575  760   777   0   17   0   0   0   0   1,407   1,920   3,356 

1,281  1,864   1,944   29   34   16   0   5   5   4,892   7,294   9,685 

264  681   813   13   0   0   0   0   0   729   924   896 

1,545  2,545   2,757   42   34   16   0   5   5   5,621   8,218   10,581 

221  499   794   0   0   0   0   0   0   736   1,006   1,292 

3.2  5.4   5.6   0.2   0.2   0.1   0.0   1.4   3.3   4.2   5.6   6.5 

1.6  2.6   2.8   0.2   0.1   0.1   0.0   1.4   3.3   2.4   3.3   3.7 

2.5  4.2   3.7   0.3   0.2   0.1   0.0   0.8   0.6   2.3   3.1   3.7 

65.3  56.9   47.0   100.0   100.0   100.0   0.0   55.6   19.2   47.2   49.9   52.4 

73.0  68.6   56.4   100.0   100.0   100.0   0.0   55.6   19.2   57.8   62.2   60.6 

71


Capital and Risk Management
Risk Analysis

etaryproprietary positions in equities, fixed income and interest rate products, foreign exchange and, to a lesser extent, precious metals and energy. Activity is mainly in OECD markets, with some business in emerging markets.

     Group Treasury assumes market risk through the transfer of long-term interest rate risk from other Business Groups, and through the Group’s structural foreign exchange positions. These are non-trading positions and are discussed in the “Group Treasury”Treasury section on pages 7867 to 87.72.
     Further marketMarket risks arise, but to a much lesser extent, in other businesses, again,Business Groups, primarily from the facilitationfacili-



60


Financial Management

                                             
Investment Bank Wealth Management USA Other 1 UBS
31.12.03 31.12.02  31.12.01  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01  31.12.03  31.12.02  31.12.01 
 
24,486
  24,495   17,702   1,493  1,327   2,151   2,733  3,797   4,444   32,024  32,911   28,261 
30,880
  37,223   43,527   11,623  11,530   16,095   2,220  1,892   2,372   216,183  216,459   233,723 
55,366
  61,718   61,229   13,116  12,857   18,246   4,953  5,689   6,816   248,207  249,370   261,984 
 
513
  967   1,609   25   29   17   1   1   12   4,959  6,029   8,639 
675
  996   1,667   0   0   17   2   8   3   2,647  4,336   5,990 
 
1,188
  1,963   3,276   25   29   34   3   9   15   7,606  10,365   14,629 
 
443
  706   1,104   25   29   17   1   1   8   2,815  3,485   5,374 
504
  575   760   0   0   17   3   8   6   991  1,407   1,920 
 
947
  1,281   1,864   25   29   34   4   9   14   3,806  4,892   7,294 
 
205
  264   681   3   13   0   0   0   0   520  729   924 
 
1,152
  1,545   2,545   28   42   34   4   9   14   4,326  5,621   8,218 
 
168
  221   499   0   0   0   0   0   0   286  736   1,006 
 
2.1
  3.2   5.4   0.2  0.2   0.2   0.1  0.2   0.2   3.1  4.2   5.6 
 
0.9
  1.6   2.6   0.2  0.2   0.1   0.0  0.0   0.2   2.0  2.4   3.3 
 
2.1
  2.5   4.2   0.2  0.3   0.2   0.1  0.2   0.2   1.7  2.3   3.1 
 
79.7
  65.3   56.9   100.0  100.0   100.0   133.3  100.0   93.3   50.0  47.2   49.9 
 
86.4
  73.0   68.6   100.0  100.0   100.0   100.0  100.0   66.7   56.8  57.8   62.2 
 

tation of customer business, but also in the form ofincluding interest rate risk in the banking books of the independent private banks (UBS’s independently branded, but wholly owned private banking subsidiaries).banks.

     Each Business Group has a Chief Risk Officer (CRO), reporting functionally to the Group CRO. They are responsible for independent risk control of market risk, including monitoring of exposures against limits, for assessment of market risk in new businesses and products and in structured transactions, and for ensuring the complete capture of market risk in risk measurement and reporting systems.
     MarketWe apply market risk measures are applied to all trading activities, to foreign exchange, precious metals and energy exposures of the Group, to all the trading books of UBS Warburg,wherever they arise, and to interest rate risk in the banking books of all Business Groups, including Group Treasury book and the independent private banks, and to any other materialbanks.

Risk measurement

Expected market risk arising.lossis reflected in valuation adjustments made to the portfolio. These cover price uncertainties resulting from a lack of market liquidity or the absence of a reliable mar-

ket price for an instrument or position, and model risk in more complex products and transactions.

Statistical lossis measured using a Value at Risk measurement(VaR) methodology. VaR expresses the potential loss on the current portfolio from adverse market movements, assuming a specified time horizon before positions can be adjusted (holding period), and measured to a specified level of confidence. These estimates are based on historical simulation, i.e. assessing the impact of historical market movements on today’s portfolio. We set our VaR limits in terms of a 10-day holding period, measured to a 99% confidence level, and using five years of historical data, in line with the regulatory measure of market risk capital. 10-day VaR is a statistical measure of potential trading revenue volatility and a change in the general level of VaR would normally be expected to lead to a corresponding change in the volatility of daily trading revenues. However, the 10-day VaR measure takes no account of the mitigating action that could be taken in the event of adverse market moves, nor does it express the



61


Financial Management
Risk Analysis



worst result that could occur as a result of extreme or unusual market conditions. The expected, statistical and stress loss framework is appliedabsolute level of VaR should not, therefore, be interpreted as the likely range of daily trading revenues. We also measure VaR based on a 1-day holding period. 1-day VaR exposure expresses the maximum daily mark to market risk as follows:

expected lossis reflected in the valuation adjustments made to the portfolio. These cover price uncertainties resulting from a lack of market liquidity or the absence of a reliable market price for an instrument or position, and model risk in more complex models
statistical loss is measured using a Value at Risk (VaR) methodology. VaR expresses the potential loss on the current portfolio assuming a specified time horizon before positions can be adjusted (holding period), and measured to a specified level of confidence. UBS measures VaR on both a one day and a ten day holding period, in both cases to a 99% confidence level. Estimates are based on historical simulation, assessing the impact of historical market movements on today’s portfolio, based on five years of historical data. 1-day VaR exposure expresses the maximum daily mark to market loss that UBS is likely to incur on the current portfolio under normal market conditions with a larger loss being statistically likely only once in a hundred business days

stress lossis assessed against a set of forward looking scenarios, approved by the Board of Directors, using stress moves in market variables which are regularly reviewed and approved by the Group CRO. Stress events modeled in our standard scenarios include crises in equity, corporate bond and emerging markets, and severe currency and interest rate movements. They are kept under constant review and fine tuned as necessary to reflect changing market and economic conditions. We also monitor our positions against more specific scenarios that target individual sectors or are based on current concerns.
loss that UBS is likely to incur on the current portfolio under normal market conditions with a larger loss being statistically likely only once in a hundred business days.
     All VaR models, while forward-looking, are based on past events and are dependent upon the quality of available market data. The quality of the VaR model is therefore continuously monitored by backtesting. In backtesting we compare the actual revenues arising from the previous day’s closing positions (“(‘backtesting revenue”revenue’, which excludes non-trading revenues such as commissions and fees and revenues from intra-dayintraday trading) with the 1-day VaR calculated for the previous day on these same positions. If the revenue, whether positive or negative, exceeds the 1-day VaR, a “backtesting exception”‘backtesting exception’ is considered to have occurred. When VaR is measured at a 99% confidence level, a backtesting exception is expected, on average, one day in a hundred. A higher rate of occurrence may indicate that the VaR model (the combination of the inputs and the calculations) is not fully capturing all risks. UBS conducts backtesting daily at a number of organizational levels, down to individual trading portfolios in UBS Warburg, and investigates all backtesting exceptions to establish their cause and any necessary remedial action. Backtesting is also a regulatory requirement, and negative backtesting exceptions (where revenue is negative and greater than the previous 1-day VaR) must beresults are reported to senior business management, the Group CRO and Business Group CROs and, as required by regulation, to our internal and external auditors and to relevant regulators.
     The Board of Directors has set aVaR limit for UBS (based on statistical loss for market risk at the Group level in terms of 10-day VaR. This limitVaR) is allocated by the GEB among the Business Groups, the largest allocation being to UBS Warburg.the Investment Bank. Within the Business Groups, the limit islimits are allocated to lower organizational levels as necessary. The internal 10-day VaR measure is also the basis of UBS’sour market risk regulatory capital requirement.


72


     The BoardStress lossis assessed against a standard set of Directors hasforward-looking scenarios, using stress moves in market variables which are regularly reviewed and approved by the Group CRO. Stress events modeled in our standard scenarios include crises in equity, corporate bond and emerging markets, and severe currency and interest rate movements. They are kept under constant review and fine-tuned as necessary to reflect changing market and economic conditions. We also monitor our positions against more specific scenarios that target individual sectors or are based on current concerns. Where appropriate, we also set amarket risk stress loss limit on market risklimits for UBS Warburg.Business Groups.

     The market risk VaR and stress loss limits are the principal controls on UBS’s exposure to day-to-day movements in market prices, but complementary controls are also applied to prevent undue risk concentrations, including limitstaking into account variations in price volatility and market depth and liquidity. They include controls on exposure to individual market risk variables, such as individual interest or exchange rates, and limits‘issuer risk’ positions.
     Issuer risk is the risk of loss on securities and other obligations in tradable form, arising from credit-related and other ‘events’ and, ultimately, default and insolvency of the issuer or obligor. We take a comprehensive approach to measurement, including both debt and equity not only in physical form but also synthetic positions arising from forwards, options, credit default swaps and other derivatives. In 2003 we enhanced the measurement of potential loss by taking account of potential recovery values in default, which vary by issue type, rating and seniority. Positions are controlled in the securitiescontext of individual issuers. These controls are set at levels which reflect variations in price volatility and marketthe depth and liquidity.liquidity of the market in which they are traded, and all material positions are kept under constant scrutiny in light of changing market conditions and specific public issuer information, including relative spread movements.

     Issuer risk positions for issuers domiciled in countries subject to country ceilings are also included in the measurement of country risk.

Market risk developments

ThroughoutDuring 2003, and in particular from the second quarter onwards, investor sentiment improved from its low point following the corporate scandals of 2002. In addition, the low interest rate environment that prevailed throughout the year UBS Warburg has maintained its previous strategysaw sustained strength in fixed income markets, as investors sought higher yields. The buoyancy of concentrating risk taking in liquidthe interest rate markets, and instruments, and strictly controlling incremental risk in illiquid markets, including private equity. We continue to apply strict risk/return standards in both our proprietary and client facing activities.

(PIE CHART)

     In 2002, we have seen periods of exceptional volatility, in conjunction with extraordinary falls in securities prices in the bond and equity markets, especially in the telecommunications and energy sectors. These falls occurred in response to profit warnings, and revelations of accounting irregularities and corporate misgovernance, particularly in the secondUS, flowed through to equities with stronger deal flow and third quartersa more active IPO market, particularly in the latter part of 2002.the year. However, the year was peppered with periods of increased volatility. In the US mortgage market, prepayment rates increased due to the low interest rate environment, and in July/August yield curves steepened sharply as US treasuries were sold off. In addition, 2003 saw a depreciation of the US dollar against other currencies, in particular the euro which, in December, reached its highest level since its launch in 1999.



62


Financial Management

(PIE CHART)

     Against this background, we reviewedmarket risk for the Investment Bank, as measured by 10-day 99% confidence VaR, ended the year at CHF 411 million, and adjusted our risk profileaveraged CHF 354 million for 2003, an increase on the 2002 year-end value of CHF 310 million and 2002 average of CHF 275 million. This increase was primarily due to expanding

trading activity in the middleFixed Income, Rates and Currencies business area, particularly in US corporate and asset backed securities and, to a lesser extent, emerging market issues. As a consequence, average interest rate VaR for the year increased to CHF 323 million from CHF 219 million in 2002. Equity VaR was at similar levels to 2002. As can be seen in the VaR and backtesting revenue chart on page 64, VaR for the Investment Bank as a whole was within a tight range for most of the year, with occasional peaks as selected opportunities were taken in various emerging markets.

     Like VaR, stress loss for the Investment Bank, defined as the worst case outcome from our standard scenarios, was generally somewhat higher than in 2002, but within the approved limit.
     market risk positions in the other Business Groups and Corporate Center have routinely hedged tail risk, thereby avoiding much of the market fallout. Opportunities have arisen and have been taken,only a marginal impact on total VaR, as can be seen from the occasional increases in VaR shown in the graphtable below.
     We entered the energy markets on 11 February 2002 and market risk arising in the business is included in the table below from that date in the risk class “Other”. Trading conditions have been difficult for most of the year and our energy risk remains small.
     The table below shows average, minimum, maximum and year end market risk exposure for UBS Warburg, as measured by VaR on a ten day holding period and 99% confidence level.
     While average VaR for equities decreased from CHF 181 million to CHF 177 million, the average for interest rates increased from CHF 183 million to CHF 219 million. These changes reflect changing market conditions and, in particular, good trading opportunities in the bond markets which resulted in interest rates being the strongest risk driver at the end of 2002. Average VaR for UBS Warburg increased from CHF 252 million in 2001 to CHF 275 million in 2002, partly explained by the ongoing shift of risk taking from illiquid to liquid markets, but in gener-



UBS Warburg Corporate and Institutional Clients1:Investment Bank: Value at Risk (10-day 99% confidence)

                              
 Year ended 31.12.02 Year ended 31.12.01 Year ended 31.12.00                           
 
 
 
  Year ended 31.12.03 Year ended 31.12.02 Year ended 31.12.01
CHF million Min. Max. Average 31.12.02 Min. Max. Average 31.12.01 Min. Max. Average 31.12.00     Min. Max. Average 31.12.03 Min. Max. Average 31.12.02 Min. Max. Average 31.12.01 


Risk type
     
Equities  123.3   293.0   177.2   178.3  123.9 454.9 181.1 157.0 144.7 245.9 199.4 146.5     142  194  171  160 123 293 177 178 124 455 181 157 
Interest rates  161.8   303.4   219.2   280.9  127.6 299.8 182.7 226.2 113.8 182.4 148.1 122.4   251  437  323  395 162 303 219 281 128 300 183 226 
Foreign exchange  6.2   100.0   35.0   9.6  9.3 90.7 28.5 25.8 7.8 98.0 32.7 31.5   7  82  31 28 6 100 35 10 9 91 29 26 
Other (incl. energy)2
  3.6   112.8   29.8   12.6  2.2 14.4 6.1 5.1 2.1 27.4 9.7 5.3 
Other 1
  7  51  15 10 4 113 30 13 2 14 6 5 
Diversification effect  3   3   (186.3)  (171.4) 3 3  (146.2)  (143.1) 3 3  (148.2)  (128.2)  2  2  (186)  (182) 2 2  (186)  (171) 2 2 (146)  (143)


Total
  198.3   389.6   274.9   310.0  179.8 470.3 252.2 271.0 177.2 296.1 241.7 177.2   290  447  354  411 198 390 275 310 180 470 252 271 


1 Positions have been restated for 2001 and 2000 to exclude UBS PaineWebber exposures. UBS Warburg Energy exposures are included from start of trading on 11 February 2002.
2Includes energy risk from UBS Warburg Energy and precious metals risk.     and energy exposures.3 2 As the minimum and maximum occur on different days for different risk types, it is not meaningful to calculate a portfolio diversification effect.

73


Capital and Risk Management
Risk Analysis
(BAR CHARTS)

UBS Group:UBS: Value at Risk (10-day 99% confidence)

                                                     
      Year ended 31.12.02  Year ended 31.12.01  Year ended 31.12.00 
      
  
  
CHF million Limits  Min.  Max.  Average  31.12.02  Min.  Max.  Average  31.12.01  Min.  Max.  Average  31.12.00 

Business Groups
                                                    
UBS Warburg — Corporate and Institutional Clients1, 2  450   198.3   389.6   274.9   310.0   179.8   470.3   252.2   271.0   177.2   296.1   241.7   177.2 
UBS PaineWebber3
  50   11.1   36.2   18.9   14.2   13.2   37.3   20.4   23.6   17.8   28.2   21.8   21.3 
UBS Global Asset Management  30   7.0   13.1   9.4   8.6                                 
UBS Wealth Management & Business Banking4  50   4.1   8.9   5.4   4.1   3.7   5.3   4.8   4.8   3.3   4.8   4.1   3.7 
Corporate Center5
  150   30.1   63.7   39.8   62.1   31.3   63.5   37.4   40.9   29.9   149.4   69.4   45.3 
Reserve  150                                                 
Diversification effect              (68.3)  (86.6)          (49.0)  (35.7)          (89.0)  (58.0)

Total
  600   211.3   373.9   280.1   312.4   191.9   482.5   265.8   304.6   189.0   321.9   248   189.6 

                                                     
      Year ended 31.12.03 Year ended 31.12.02 Year ended 31.12.01
CHF million Limits  Min.  Max.  Average  31.12.03  Min.  Max.  Average  31.12.02  Min.  Max.  Average  31.12.01 
 
Business Groups
                                                    
Investment Bank 1
  450   290  447  354  411  198   390   275   310   180   470   252   271 
Wealth Management USA  50   8  21  14  17   11   36   19   14   13   37   20   24 
Global Asset Management  30   7  16  11  8   7   13   9   9                 
Wealth Management & Business Banking 2
  50   1  5  2  1   4   9   5   4   4   5   5   5 
Corporate Center 2, 3
  150   40  83  58  49   30   64   40   62   31   63   37   41 
Reserve 1
  150                                                 
Diversification effect      4  4  (76)  (72)    4  4  (68)  (87)   4   4  (49)  (36)
 
Total
  600   297  462  363  414  211   374   280   312   192   482   266   305 
 
1 Includes UBSW EnergyPart of the reserve was allocated to Investment Bank over year-end 2003 but was not utilized. 2The Private Banks are included in Wealth Management & Business Banking up to 30 June 2003 and in Corporate Center from start of trading on 11 February 2002.     1 July 2003.2 Positions have been restated for 2001 and 2000 to exclude UBS PaineWebber exposures.     3 UBS PaineWebber included from legal merger date 3 November 2000.     4Includes interest rate exposures in the banking books of Group Treasury and, from 1 July 2003, the Private Banks. not meaningful to calculate a portfolio diversification effect.5 4 Includes interest rate exposures inAs the banking book of Group Treasury.minimum and maximum occur on different days for different Business Groups, it is not meaningful to calculate a portfolio diversification effect.

7463


 

(LINE GRAPH)Financial Management
Risk Analysis

al, market risk exposures have stayed within the normal ranges.(LINE CHART, BAR CHART)



     Market risk positions in the other Business Groups and Corporate Center have only a marginal incremental impact on the total VaR at Group level as can be seen in the table on page 74.

     UBS had no regulatory backtesting exceptions in 2002, as can be seen in the backtesting graph.2003, despite periods of market volatility. Note that the revenues shown in this graphthe VaR and backtesting revenue chart above are “backtesting revenues” —‘backtesting revenues’ – they exclude non-trading revenues, such as commissions and fees, and revenues from intraday trading, which are not relevant in the context of backtesting. The 10-day VaR, which is the basis of the limits and exposures in the tables, is also shown for information.
In the first histogram on page 74above we show the distribution of these backtesting revenues whilealongside the second histogram shows daily revenues from all sources (“full revenues”) in the CorporateInvestment Banking & Securities unit (‘full revenues’).
     With the growth in the competitiveness of our trading businesses, particularly in Fixed Income, we have already seen a gradual increase in the level of our market risk. Given the successful growth of our franchise, and Institutional Clients business unit.the increased mar-
     Further enhancements

ket opportunities we see, we have been madedecided to specific areas ofraise the VaR model,limit for the Investment Bank, which has remained unchanged since 1999. From 2004, the VaR limit for the Investment Bank will increase to CHF 600 million and the limit for UBS as a whole to CHF 750 million.

Operational risk

Operational Risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external causes, whether deliberate, accidental or natural. It is inherent in all our activities, not only in the business we conduct but nonealso from the fact that wearea business – an employer, owning and occu-



64


Financial Management

pying property, and holding assets, including information, belonging to ourselves and our clients. Our operational risk framework is not designed to eliminate risk per se but, rather, to contain it within acceptable levels, as determined by senior management, and to ensure that we have sufficient information to make informed decisions about additional controls, adjustments to controls, or risk mitigation efforts.

Operational risk framework

Every function, whether a front-end business or a control or logistics unit, must manage its operational risks but is also reliant on others to do the same. This mutual reliance is the cornerstone of these changes has had a material impact onour operational risk framework, with business, control and logistics units exercising mutual oversight under the reported risk.

Consequential risk

In June 2002, we appointed a Group Headindependent governance of Consequential Risk, reporting to the Group CRO whose mission is toand Head of Operational Risk. This ensures an element of independence in risk decisions.

     Every function defines its roles and responsibilities – the tasks that it performs – and collectively they ensure that the Group has formulated and implemented, and constantly reviews and refines, a consistent, coherent and

comprehensive approach to the management and controlthere is adequate segregation of consequential risk throughout our business.

     The process begins with the identification and assessmentduties, complete coverage of risks and clear accountability, and that their interdependencies are identified. From this analysis, we develop our control objectives and standards. We consider the assets and interests that are to which we are, or could be exposed, which rangeprotected, the types of operational risk event that can arise, ranging from every day events such as reconciliation problems to potentially severe events such as fraud. Operating standards are then established to controlfraud, and the risks, which means taking a conscious decision whether and how they are to be accepted, managed, mitigated, or avoided.potential impact of any such event. We recognize, however, that we cannot eliminate themthe risks completely, (becausebecause errors and accidents will always happen)happen, and that it may not always be cost effective to do so, even where it is theoretically possible — wepossible. We therefore adopt a risk basedrisk-based approach.
     ComplianceIt is essential to monitor compliance with controls must be monitored continuously and assess their effectiveness assessed.effectiveness. To assist in this process, we can identify and track certain indicators, such as the number of unreconciled items on nostrocash and custody accounts and the time they have been outstanding, which can potentially provide early warning of increasing risk or non-compliance with standards.
     Appropriate contingency/crisis and business continuity plans are developed to cover extreme events affecting a limited area (e.g. one IT system or server) or a significant part of the business (e.g. all operations in one location). Consideration of stress scenarios is a component of this process.
     We identify consequentialWhen operational risk “events” —‘events’ occur – actual failures of processes, people or systems - -including external events, whether or not they directly impact UBS,– we assess their causes and the implications for example a fraud committed at another institution. Anour control framework, because an event such as a virus attack or a customer complaint, even if it

does not always lead to a direct or indirect financial loss, but may indicate that our standards are not being complied with or that they are ineffective,

and that remedial action must be taken.
     We maintain a database of financial lossesevents (both profits and losses) and their underlying causes. It is however, important to understand that financial losses from a single event can arise in several ways, some of which may not translate directly into a monetary amount (for example losses caused by business disruption); that the impact of a loss may be large relative to its monetary amount (for example a writedown of assets, a claim against UBS, a regulatory fine, and indirect loss through business disruption)fine); and that the level of risk at any time is not directly correlated to actual financial losses or their frequency of occurrence, which are, at best, only indicative. An
     We use the data to monitor overall operational risk levels for the firm and assess whether our operational risk is within acceptable bounds. We will ultimately use this data as a basis for the operational risk measurement and determination of operational risk regulatory capital required under Basel II.
     Information about external events, for example a fraud committed at another institution, can provide a useful benchmark for evaluating our operational risk framework, but the level of detail necessary to do this effectively is generally only available in the rare cases where an independent, official report is made publicly available.

Measurement of operational risk

Operational risk is difficult to quantify for a number of reasons: it may only become apparent a long time after the actions or events that caused it; the events that result in operational risk losses are highly context dependent; and the scarcity of reliable data is, and will continue for the foreseeable future, to be a challenge. Ultimately, the level of operational risk exposure depends critically on the management effort devoted to the rigorous application of our operational risk framework and the effectiveness of our insurance coverage. We can, however, identify an ‘expected’ or ‘average’ loss for operational risk and, from 2003, Business Groups have been required to budget an annual expected operational risk loss amount. We are also developing a model to calculate statistical loss under the Basel II Advanced Measurement Approach.



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     Our approach to stress loss is primarily to consider extreme but plausible events that might occur (e.g., major litigation or extreme physical disasters) and to identify the management steps that can be taken to limit the losses they might cause. We also use this form of scenario analysis to develop contingency/crisis and business continuity plans to cover extreme events, affecting a limited area (e.g. one IT system or server) or a

significant part of the causes of consequentialbusiness (e.g. all operations in one location), as an essential complement to our day to day operational risk events is there-

controls.

     While industry standards are still evolving, we believe that our operational risk control framework meets current best practice and will provide the necessary foundation for Basel II compliance.



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  Capital and RiskFinancial Management
Risk Analysis

 

fore also important, to ensure that our standards are complied with, that they are effective, and that remedial action is taken where necessary.

     The primary objective of consequential risk management and control is to ensure a continuous process of qualitative improvement. As such, we rely primarily on a qualitative framework supported by appropriate quantitative techniques.

Consequential risk developments

Know Your Customer and Anti-money laundering controls

Since the events of 11 September 2001, financial institutions and their regulators have made strengthening of and compliance with Know Your Customer and Anti-Money Laundering laws and regulations a key priority. UBS was already committed to the adoption of appropriate internal standards, and these had been incorporated in many aspects of our operations. We have been an active member and key supporter of the major industry bodies whose aim is to eliminate the proceeds of crime from the financial system. Our significant contribution to the workings of the Wolfsberg Group of Banks is but one example.
     We continue to make substantial investments in personnel and technologies to help ensure that we have at our disposal the latest techniques and information to identify suspicious activities and criminals engaged in money laundering. We are currently implementing a monitoring system to identify potentially suspicious transactions in our private banking and retail broker dealer operations. We also continue to develop our own internal customer vetting databases.
     Adherence to the standards set by the our regulators and supra-national bodies such as the Financial Action Task Force (FATF) remains one of the Group’s major objectives, and we will continue to refine and enhance the processes we apply to customer acceptance and transaction monitoring in line with our assessment of the risks, industry practice, regulatory requirements and technical developments.

IT security

Like most other financial institutions, we rely on IT infrastructure to support our business processes. Moreover, as a major global market
Management
Treasury

participant and a market leader in the provision of internet based and other “e” services to our clients, we need both strong IT security and adequate business continuity arrangements to protect a range of interest groups, including our clients and customers, other market participants and our shareholders, and to meet our legal and regulatory obligations.

     We have senior Information Security Risk Control officers in all Business Groups and have established a regular global forum for IT and Risk Control to assess the risk environment and determine appropriate actions to mitigate these risks. We continue to enhance our IT security risk policies, standards and practices to ensure that we meet industry best practice. Senior management including the Group Executive Board are provided with regular reports on material risk areas.

Fraud prevention

We strive for operational excellence in serving our clients. To this end, effective controls, using state-of-the-art technology, are important tools in maintaining and steadily improving our high quality level. In this context, we have a systematic process not only to identify and prevent operational errors, but also to monitor unusual patterns which might indicate fraudulent activities.
     We recognize and focus on the risk inherent in our business and will continue to enhance prevention and detection measures where justified by the risks and costs to our clients and our shareholders. During 2002 we have strengthened system access controls and access monitoring and have implemented search engines to detect and prevent fraudulent activity.

New Basel capital accord (“Basel II”)

Since the first draft of the New Basel capital accord (“Basel II”) was published in 1999, there has been continuous dialogue and discussion between regulators and the industry, various drafts have been published, and quantitative studies have been conducted. A final consultative paper is due in May 2003, after which further material changes are not expected. Full implementation is scheduled for 1 January 2007 after a one year parallel run.
     Basel II consists of three mutually reinforcing pillars:


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Pillar 1sets capital requirements for credit risk, market risk and operational risk. Existing rules for market risk capital are substantially unchanged. The rules for credit risk capital will be more risk-sensitive than at present and banks will be permitted to use some of their own internal risk assessments to determine regulatory capital. The regulatory capital charge for operational risk (consequential risk) is new
Pillar 2involves regulatory assessment of models, controls, standards and processes in the organization — a qualitative assessment to complement the quantitative assessment under Pillar 1. This process already exists for market risk but will be more extensive under Basel II
Pillar 3requires enhanced disclosure by banks. In 2002, we launched a project to implement
Basel II in UBS. The overall goals of Basel II are clearly compatible with our own ambition and past strategic decision to be among the leading institutions in risk management and control and, particularly in the areas of portfolio credit risk measurement, sophisticated internal models are indispensable.
     Since the final details of Basel II are not yet known, the initial focus of the work has been on areas that clearly benefit our own internal measurement, management and control tools. For credit, this has meant ensuring the completeness and accuracy of loss history data (observed defaults, migrations and loss severity); reviewing rating processes, tools and methodologies; and completing all relevant documentation.
     There will be considerable flexibility for banks to develop different approaches to the modeling and qualitative aspects of operational risk. We have continued to gather loss and other event-related data, focusing on data quality and

consistency of detail and definition. Banks will have to support their quantitative approaches with a strong qualitative framework and, as outlined in the “Consequential risk” section above, we are developing group-wide qualitative standards. While it is clear that improving the qualitative framework should beneficially impact loss experience, there is no simple formula. Once the final details of Basel II are clear, we will further accelerate our quantitative work.

     Pillar 3 will require banks to disclose a range of information about the risks they take, the way they assess risks and their regulatory capital position, beyond the present financial reporting guidelines. The intention is to subject banks to “market discipline” — the markets would reinforce regulatory supervision by requiring higher or lower costs of capital based on the individual bank’s level of risk and quality of risk management and control.
     UBS is a supporter and exponent of transparency in banks’ financial statements, and of disclosure as a means to promote market discipline. We thus support the aims of Pillar 3 — indeed, we would encourage similar developments by other financial services regulators.
     Discussions are continuing on the final detail of Pillar 3 and UBS is working with the industry and regulators to try to ensure an appropriate balance between, on the one hand, the benefits of enhanced disclosure and, on the other, the negative impact of excessive detail which may confuse rather than assist the reader. We also continue to encourage regulators and accounting standard setters to work together to harmonize disclosure requirements.
     We expect that, as risk management and control practices evolve, banks’ disclosure standards will also change, and we are committed to remaining at the forefront of meaningful disclosure.


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Group Treasury

Treasury

The Treasury activities of UBS are the responsibility of the Group TreasuryTreasurer and encompass management of most of the non-trading market risk arising outside Investment Bank, as well as our funding and liquidity position and capital.

 

The processes and transactions for which Group Treasury is responsible relate to our corporate legal structure, regulatory capital, balance sheet, funding and liquidity, non-trading currency and interest rate risk and financial investments, including:
efficient governance of the firm’s interest rate risk process with the aim of optimizing risk capture and management, netting potential and organizational cost
management of Group Treasury’s own interest rate risk position, which arises from its balance sheet management activities, which are non-trading
providing a framework for sustainable and cost-efficient funding of the firm’s balance sheet, using a well-diversified portfolio of funding sources and preserving a balanced liability structure
management of UBS’s long-term debt portfolio
providing a framework for optimal liquidity management in order to generate cash when required without compromising the Group’s ability to take advantage of market opportunities
efficient management of the currency-diversified equity investment portfolio, and of the Group’s non-trading foreign exchange exposure, to shield regulatory capital ratios and expected future cash flows from fluctuations in exchange rates against the Swiss franc
efficient management of the capital base, taking into account financial ratios and regulatory capital requirements with a view to maintaining strategic flexibility, sound capitalization and strong ratings
efficient management of UBS’s own shares
adherence to an adequate, lean and transparent corporate legal structure to underpin the Group’s commitment to meeting international standards for corporate governance
efficient management of specific strategic investment holdings.

Interest rate risk management

Interest rate risk is inherent in many of our businesses. It arises from a variety of factors, including differences in timing between contractual maturity or re-pricing of assets, liabilities and derivative instruments, which impact net interest income in the event of changes in market interest rates. In the case of variable rate assets and liabilities, UBS is also exposed to basis risk, which is the difference in re-pricing characteristics of floating rate indices, such as the savings rate and market rates, and which can result in changes to net income and the valuation of our assets and liabilities. In addition, certain products have embedded options that affect their pricing and effective maturity.

management

Most non-trading interest rate risks are captured attransferred from the point oforiginating business origination and then transferred, through a transfer pricing mechanism,units to one of the two centralized risk management units, predominantly either Group Treasury or UBS Warburg’sand the Investment Bank’s Cash and Collateral Trading unit (CCT).

     This process allows us to exploit Group-wide, who manage the risks by exploiting UBS’s entire netting potential in the management of interest rate risk.potential. The only notable exceptions to this rule are the five independent private banking subsidiaries which manageare exceptions, managing their own non-trading interest rate risk, separately; howeveralthough the amount of interest rate risk involvedthey hold is not material to the financial condition or results of the GroupUBS as a whole.
     For internal risk management and control, the Group’s standard market risk measure, Value at Risk (VaR), is applied to all Group Treasury positions, although Group Treasury’s book is not subject to market risk regulatory capital requirements. Group Treasury’s interest rate risk is the predominant element of the Corporate Center VaR shown in the table on page 74 in the “Market risk” section. We apply additional risk measures appropriate to a “Bank Book” to the interest rate positions managed by Group Treasury. These are explained below in the “Interest rate risk in the Group Treasury Bank Book” section.


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Internal hedging process

In applying our internal hedging process, a distinction is made betweenRisks from long-term Swiss franc transactions with fixed maturities and those without contractual maturity dates or directly market-linked rates (such as retail products).
     Transactions with fixed maturities are transferred by individual back-to-back transactions to Group Treasury in the case of long-term Swiss franc transactions, andby individual back to CCT in the case ofback transactions. Risks from fixed maturity short-term Swiss franc and all non-Swiss franc transactions.
     Clienttransactions are generally transferred to CCT. However, as client current and savings accounts and many other products of UBS Wealth Management & Business Banking have no contractual maturity date or directlydirect market-linked rate, and can be thought of as containing embedded pre-payment/withdrawal and re-pricing options. Theirtheir interest rate risk cannot be transferred by simple back-to-back transactions andback to back transactions. Instead, they are therefore transferred on a pooled basis. This entails the establishment ofbasis via a “replication”‘replication’ portfolio a portfolio of revolving transactions between the originating business unit and Group Treasury at market rates designed to approximate the average cash flow and re-pricing behavior of the pooled client transactions. The structure and parameters of the replication portfolios are set in accordance withbased on long-term market observations of market and client behavior and are reviewed periodically. The current extraordinarily low interest rate environment, especially in Swiss franc rates, led, at the end of 2002, to some temporary adjustments of the replication portfolios for variable rate liabilities.
     As a result of this process, the originating business units are thus immunized as far as possible against market interest rate movements, but retain thetheir product margin,margins, while Group Treasury acquires marketmarket-based interest rate based positions whichthat can be managed within its approvedset limits and according to its mandate. In response to both the extremely low domestic yield environment in Switzerland in 2002 and

2003, and the increased client demand for floating rate investment accounts, temporary adjustments, deviating from long-term observations, were made to the model that replicates client behavior.

     A significant amount of interest rate risk also arises from non-business related balance sheet items, such as the financing of our real estatebank property and equity investments in associated companies,

and the investment of our own equity. These are all strategic decisions, which implicitly create interest rate exposures. TheseThe risk in these non-business items areis also transferred to Group Treasury through replicating portfolios which, in this case, are designed to approximate the desired investment or funding profile mandated by the GEB.

     All replicating portfolios are updated monthly by replacing maturing tranches with new tranches, taking into account changes in the underlying portfolios over the period. Although the choice of monthly rollovers for each replicating portfolio helps to minimize the volume of transactions required at any one time, new aggregate tranches are, nevertheless, of such a size that they cannot be laid off to the market instantly. There are, furthermore, long term fixed rate refinancing requirements arising mainly from the commercial lending activities of UBS Wealth Management & Business Banking, which occur throughout the month. Group Treasury therefore actively manages the timing of its hedging, which leads to intra-month interest rate risk exposure that can fluctuate significantly during the course of each month.profile.
     All risk transferred to CCT is managed by CCT within its risk limits, according to its risk view and appetite (see also “Market risk” section on pages 71 to 75).     To the extent that Group Treasury needs to manage/hedge its consolidated positions, it also deals with UBS WarburgInvestment Bank trading units, which are the sole interface to the external markets for both cash and derivative transactions.

Interest rate

     In addition to the standard market risk in the Group Treasury
Bank Book
The GEB has approved risk management policies, risk limits and a control framework for Group Treasury’s Bank Book interest rate risk management process.
     The internal control framework includes an allocation of the Groupmeasure, VaR, limit (which also covers Group Treasury’s foreign exchange risk). Group Treasury’s VaR exposure is included in the table on page 74.


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Group Treasury



     Threethree key interest rate risk measures are also used withinapplied to Group Treasury:Treasury’s interest rate risks.
 Interest rate sensitivity, which expresses the impact of a one basis point (0.01%) parallel rise in interest rates on the fair value (net present value) of all ourthe interest rate risk positionspositions.
 Economic value sensitivity, which measures the potential change in fair value of Group Treasury’s interest rate positions resulting from a large instantaneous shock to interest ratesrates.
 Net interest income at risk, which is defined as the potential change in our net interest income resulting from adverse movements in interest rates over the next twelve months. Various changes in the level of interest rates are applied. Usually the worst case is captured by using instantaneous shock scenarios. All of the scenarios are compared with a scenario where current market rates and client behavior are held constant for the next twelve months. The methodology is designed to highlight the effects of market changes in interest rates on Group Treasury’s balance sheet positions — it ignores future changes in the asset and liability mix and it is not, therefore, a predictor of future net interest income.
     The interest rate sensitivity measure is a simple unit measure of sensitivity, which does not, in itself, provide an indication of potential loss. The economic value sensitivity and net interest income at risk methodologies provide different, but complementary, views of potential loss from



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interest rate risk. The economic value sensitivity measure provides both a longer-termlong-term view and a view of the whole book, since it takes into account the present value of all future cash flows generated from the existing balance sheet positions. TheBy contrast, the net interest income at risk measure by contrast, considers only the re-pricing effect from positions maturing over the next twelve months, and thus provides a shorter-term view but one which more closely reflects financial reporting.

view. In all three measures for internal purposes we assess the exposure both including and excluding the replication portfolio representing the Group’sour equity. When this portfolio is excluded, the exposure under all three measures increases, since the exposures on assets in which the equity is invested are no longer netted against the benchmark for equity investment.
increases.

Interest rate risk development

In order to reflect the significant increase in our business activities denominated in foreign currencies, the GEBwe decided in 2002 to diversify the investment of our equity investment strategy from purely Swiss francs into a pure Swiss franc investment portfolio into portfolios of differentmajor currencies. Our equity is currently invested in portfolios of longer term fixed-rate assetsat longer-term fixed interest rates in Swiss francs, US dollars, UK sterling and euros, in line with the strategic investment targets set by the GEB.euros. At 31 December 20022003 the Swiss franc portfolio had an average duration of 3.33.4 years and an interest rate sensitivity of CHF 11.938.07 million per basis point. For the US dollar portfolio,portfo-

lio, the duration was 5.14.4 years and its sensitivity CHF 1.814.34 million per basis point and forpoint. For the euro portfolio the duration was 3.3  years and its sensitivity CHF 0.470.51  million per basis point.point and for the UK sterling portfolio the duration was 3.2 years and its sensitivity CHF 0.20 million.
     The interest rate sensitivity of these investments is directly related to the chosen investment duration. It should be recognized that, although investing in significantly shorter maturities would lead to a reduction in the apparent interest rate sensitivity and economic value sensitivity of our Bank Booktreasury positions, it would lead to higher net interest income at risk (when measured excluding the equity itself) and to higher volatility in the Group’sour actual interest earnings.
     The table on page 81below shows the interest rate sensitivity of our overall interest rate risk positions as at 31 December  2002.2003. The first total is the sensitivity including the equity replicating portfolio, while the final total, which is significantly larger, excludes this portfolio.
     The table on page 81below shows the change in risk under the economic value sensitivity and net interest income at risk measures between 31 December  20002001 and 31 December 2002.2003.


Interest rate sensitivity of the bank book

                         
As at 31.12.03                  
CHF thousand per Within 1  1 to 3  3 to 12  1 to 5  Over 5    
basis point increase month  months  months  years  years  Total 
 
CHF  (44)  (57)  (64)  (110)  44   (231)
USD  41   (42)  (28)  (65)  676   582 
EUR  7   (3)  41   168   12   225 
GBP  0   (2)  (52)  75   560   581 
JPY  0   0   0   (4)  0   (4)
Others  0   0   0   (1)  (2)  (3)
 
Total1
  4   (104)  (103)  63   1,290   1,150 
 
of which equity replicating portfolio (CHF)  6   30   270   4,132   3,635   8,073 
of which equity replicating portfolio (USD)  2   4   104   2,102   2,131   4,343 
of which equity replicating portfolio (EUR)  0   1   17   286   204   508 
of which equity replicating portfolio (GBP)  0   1   6   113   80   200 
 
Total equity replicating portfolio
  8   36   397   6,633   6,050   13,124 
 
Bank book without equity replicating portfolio (total)  (4)  (140)  (500)  (6,570)  (4,760)  (11,974)
 
1Total risk position includes adjustments of the replication portfolios for variable-rate products.

Change in risk under the two methodologies

             
  As at
CHF million 31.12.03  31.12.02  31.12.01 
 
Net interest income at risk  (233)  (151)  (313)
Economic value sensitivity  (1,169)  (1,246)  (1,319)
 



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The net interest income at risk figure shown is the worst case among various interest rate scenarios that have been analyzed, and results from an assumed downward interest rate shock (parallel shift) of 200 basis points. AtOn 31 December 2002,2003, the difference in the projected outcome in this scenario from that projected in a constant market rate scenario represented a reduction of CHF 151233 million in the year’s total net interest income, compared with a reduction of CHF 313151 million on 31 December 2001.

2002.
     The economic value sensitivity measure shows the effect of a 100 basis point adverse interest rate shock. AtOn 31 December 2002,2003, a 100 basis point upward shock of Swiss francinterest rates


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Interest rate sensitivity of the bank book

                         
As at 31.12.02                  
CHF thousand per Within 1  1 to 3  3 to 12  1 to 5  Over 5    
basis point increase month  months  months  years  years  Total 

CHF  16   (126)  97   (63)  (114)  (190)
USD  27   (80)  (66)  56   936   873 
EUR  8   (3)  44   191   1   241 
GBP  0   0   (37)  89   581   632 
JPY  0   0   0   20   (24)  (4)
Others  0   0   0   (1)  (3)  (4)

Total1
  50   (208)  38   292   1,378   1,549 

of which equity replicating portfolio (CHF)  62   24   439   6,393   5,011   11,929 
of which equity replicating portfolio (USD)  3   0   11   629   1,164   1,807 
of which equity replicating portfolio (EUR)  1   1   16   267   189   474 

Total equity replicating portfolio
  66   25   466   7,289   6,364   14,210 

Bank book without equity replicating portfolio (total)  (16)  (233)  (428)  (6,997)  (4,987)  (12,661)

1Total risk position includes adjustments of the replication portfolios for variable-rate products.

Change in risk under the two methodologies

             
  As at 
  
 
CHF million 31.12.02  31.12.01  31.12.00 

Net interest income at risk  (151)  (313)  (247)
Economic value sensitivity  (1,246)  (1,319)  (908)


would lead to a CHF 1,2461,169 million decline in fair value, compared with an exposure of CHF 1,3191,246 million to the same scenario on 31 December 2001.2002.

Liquidity and funding management

UBS’s range of business activities naturally generates asset and liability portfolios which are highly diversified with respect to market, product and currency. This reduces our exposure to individual funding sources, and also provides a broad range of investment opportunities, which in turn reduces liquidity risk. We adopt a centralized approach to liquidity and funding management to exploit these advantages to the full.

     The liquidity and funding management

The liquidity management process is undertaken jointly by Group Treasury and CCT. Group Treasury’s function is to establishTreasury establishes a comprehensive management framework, including policies and risk limits, while CCT undertakes operational cash and collateral management transactions within the established parameters. This centralized cash and collateral management structure permits tight control on both our global cash position and our stock of highly liquid and rediscountable securities.

Liquidity management approach

     The GEB has approved a policy establishing the core principles forOur approach to liquidity management, which covers all branches and has definedsubsidiaries, is to ensure that we will always have sufficient liquidity to meet liabilities when due, without compromising our ability to respond quickly to strategic market opportunities. Our integrated framework incorporates an appropriate contingency plan. A first setassessment of principles relates toall expected cash flows and the establishmentlevel of liquidity risk limits (for example, a net overnighthigh-grade collateral that could be used for additional funding limit). The risk purposes. Risk

limits are set by the GEB and monitored by Group Treasury. The Group’sTreasury and our liquidity exposure is regularly assessed by the

Group Treasury Committee, (GTC), which is chaired by the Group Treasurer and meets on a monthly basis. A second set of principles concentrates onTreasurer. Moreover, detailed contingency plans have been developed for liquidity crisis management for which a detailed Group Liquidity Contingency Plan has been developed. This hasand have been incorporated into UBS’s Global Crisis Management Concept,our global crisis management concept, which covers all types of crisis events, including a liquidity crisis, and applies to all Business Groups and subsidiaries of the UBS Group.events. Regional committees monitor the markets in which UBS operates for potential threats and regularly report their findings to Group Treasury. In the event of a liquidity crisis, regional crisis task forces would implement contingency plans under the direction of senior management.

Benefits of centralization

Being a globally integrated financial services firm, UBS’s range of business activities naturally generates asset and liability portfolios which are highly diversified with respect to market, product and currency. This reduces UBS’s exposure to individual funding sources, and also provides a broad range of investment opportunities, which in turn reduces liquidity risk. The centralized approach


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GroupTreasury


to liquidity management adopted at UBS allows these advantages to be exploited. Group Treasury is, furthermore, instrumental in executing an integrated collateral management process on a Group-wide basis to ensure that the large pool of high-quality collateral gathered across the Group is made available for repurchase and securities lending transactions through which CCT creates additional revenues for both UBS and our clients, and also generates substantial funding on a secured basis. This additional liquidity cushion could be crucial in crisis situations.

Funding sources and approach

With a broad diversification of funding sources (by market, product and currency), we maintain a well-balanced portfolio of liabilities which generates a stable flow of financing and provides protection in the event of market disruptions. This, together with our centralized funding management, enables us to pursue a funding strategy which seeks to ensure that business activities are funded at the lowest possible cost.
     In this context, UBS’s strong domestic retail business is a very valuable, cost efficient and reliable source of funding. Through the establishment of short, medium and long-term funding programs in Europe, the US and Asia, we can both provide specialized investments to our customers and efficiently raise funds globally, minimizing our dependence on any particular source. This integrated approach to funding allows us to exploit our ability to create tailor-made structured products for both private and institutional investors across the globe. The creation and marketing of such cost-effective structured debt issuance is achieved through close co-operation across various business areas. The embedded risks are managed by UBS Warburg, while Group Treasury determines the effective funding levels at which the underlying debt components are issued.
     We plan our medium- and long-term funding activities by assessing the overall funding profile of the balance sheet, taking due account of the effective maturity of our asset base and the amount of maturing debt that will have to be replaced. We also factor in our ability to continue to fund our ongoing business activities through periods of difficult market conditions
     We make frequent use of asset-securitization structures, in particular in connection with the

sale of corporate loans and retail mortgages. These do not, however, constitute a material portion of UBS’s funding activities and our liquidity status would not be significantly affected if capital markets were to become inaccessible for such securitization transactions. UBS has no long-term commitments to continue to purchase the types of assets being securitized.

     The charts below show a breakdown by product type and by currency of our secured and unsecured funding as at 31 December 2002. UBS has a strong secured funding base that reduces our exposure to periods of stressed market conditions where the ability to raise unsecured funding could be temporarily restricted. Of our total funding, 44% was raised on a secured basis and 56% unsecured. The unsecured funding base is well diversified, with 16% of funding stemming from savings and demand deposits, 7% from fiduciary deposits and only 8% from money market papers and 9% from short-term inter-bank borrowing. Most of our funding was originated in US dollars, with major portions also being raised in Swiss francs and in euro, roughly mirroring the currency breakdown of our assets. Around 10% of our funding was denominated in

(UBS FUNDING BY PRODUCT TYPE)


82


other currencies (primarily sterling and Japanese yen). UBS does not rely on buying committed credit facilities from third party banks, but instead we base our contingent funding sources on our ability to raise secured funding through the use of high-quality collateral.

     In the course of 2002, UBS’s long-term debt remained stable, decreasing slightly from CHF 57.2 billion at 31 December 2001 to CHF 56.6 billion at 31 December 2002, despite the 6% contraction of the Group balance sheet over the same period. The maturity profile of our long-term debt portfolio is well balanced. See Note 18 to the UBS Group Financial Statements for further information concerning long-term debt.

Liquidity management approach

Our approach to liquidity management is to ensure, as far as possible, that we will always have sufficient liquidity to meet liabilities when due, without compromising our ability to respond quickly to strategic market opportunities. Our centralized approach to liquidity management encompasses both branches and subsidiaries and seeks to ensure that the liquidity position is more than adequate to cover short-term liabilities at all times. UBS’s liquidity management is based on an integrated framework that incorporates an assessment of all expected cash flows within the firm and the availability of high-grade collateral which could be used to secure additional funding if required.     The liquidity position is assessed and managed under a variety of potential scenarios, giving due consideration to stress factors. The range of scenarios analyzed encompasses both normal market conditions and stressed conditions, including both UBS specificUBS-specific and general market crises. For each scenario considered, the short-term liquidity position arising out of non-trading activities is determined by identifying the gap between liabilities running off and maturing assets to be repaid. This analysis is augmented by ascertaining the value of trading book assets which could be liquidated as compared to the liabilities which would have to be repaid. In assessing this gap, we take into account both our ability to utilize collateral - both our own and collateral borrowed from customers — to raise funds, which may enhance our liquidity, and the possibility that our customers may seek to draw down unutilized capacity under credit lines we extend

them, which may place further demands on liquidity. We also take into account the fact that, while under normal market conditions it can be safely assumed that most maturing assets would be repaid, trading assets successfully liquidated and maturing liabilities replaced by creating new liabilities, this will not necessarily be the case under stressed conditions.

     The starting point for these stress analyses is thea breakdown byof the contractual maturity of our assets and liabilities. This is displayed as at 31 December 20022003 in Note 29 to the UBS Group Financial Statements, which shows the profile of UBS’s overall cash-flowcash flow ladder under a business‘business as usualusual’ scenario. Various stress scenarios are then simulated by adjusting this assumed cash-flow ladder according to each type of stress event. These scenarios range from a liquidity squeeze that remains confined to the capital and inter-bank markets (akin to the Asian crisis of 1997, the Russian crisis of 1998 and the crisis following 11 September 2001) to a full-blown general market crisis that affects all participants and spans all market sectors on a global basis. Particular emphasis is also placed on a bank-specific crisis, where UBS alone is affected. Again, this crisis is assumed to occur globally across all market sectors. In this way, varying degrees of severity are simulated and all of UBS’s funding sources and investments are assumed to be put under stress. The range of effects evaluated includes:
inability to roll over maturing unsecured debt (both long-term and short-term debt such as UBS’s commercial paper programs)
inability to raise new unsecured (short-term or long-term) debt
increased collateral margins on the bank’s secured funding sources — a sudden, large outflow of retail deposits (“bank run”)
a large increase in drawdowns of unutilized committed credit lines
an increase in haircuts applied to trading portfolio assets (for sale or pledging in repo transactions).
     Furthermore, because it is probable that customers will also be affected by such a liquidity crisis and thus unable to meet their obligations, it is assumed that all core businesses, such as consumer loans and mortgages, and investments must continue to be financed, even if they fall due during the assumed crisis period.


83


Capital and Risk Management
Group Treasury

UBS-specific crisis: liquidity gap and contingency funding

                 
  As at 
  
 
CHF billion 31.12.02  30.9.02  30.6.02  31.3.02 

Crisis liquidity gap  (26)  (33)  (10)  (12)
Secured contingency funding  71   73   72   89 
Net position  45   40   62   77 


     Our exposure under these liquidity stress scenarios is analyzed on a monthly basis and any ensuing liquidity gap is assessed to ascertain the ability of the bank to bridge the gap by means of our large stock of committed, undrawn central bank facilities and through increased use of repurchase and similar transactions. The assumed crisis gap is monitored monthly by Group Treasury and action is taken if it exceeds a predefined trigger level.

     The results of the liquidity stress scenario analyses are reported monthly to the Group CRO and quarterly to the GEB. The table aboveon page 70 shows the development during 2002in 2003 of the cumulative 30-day liquidity gap that couldmight arise during a UBS-specific crisis and the amount of contingency funding that could be raised to redress the potential imbalance. The secured funding capacity in the table relates exclusively to securities that are eligible for pledging at the major central banks and assumes application of crisis-level collateral margins. It does not take account of our additional stock of liquid securities that could be used to raise secured funding on the interbank market and it is assumed that none of theno contingency funding would be raised on an unsecured basis.
     The results shown aboveon page 70 are regarded as constituting a worst-case scenario that comprises a simultaneous combination of severe impairments to UBS’s overall liquidity situation across all markets, currencies and products. The scenario assumes, inter alia, that we would be unable to renew any of our unsecured debt, including our entire maturing Money Market Papersmoney market papers (outstanding volume CHF 7358 billion as ofon 31 December 2002)2003), aswhich could occur if we



69


Financial Management
Group Treasury

UBS-specific crisis: liquidity gap and contingency funding

                     
  As at
CHF billion 31.12.03  30.9.03  30.6.03  31.3.03  31.12.02 
 
Crisis liquidity gap  (36)  (35)  (36)  (42)  (26)
Secured contingency funding  74   81   78   72   71 
Net position  38   46   42   30   45 
 



were to suffer a severe downgrading of our credit ratings. It further encompasses potential liquidity outflows due to contingent liabilities, in particular those due to undrawnthe drawdown of committed credit lines. Exposures to other contingent commitments, such as guarantees and letters of credit, are also included in this analysis, even though these are not as vulnerable since they are generally not

unconditional but are, rather, linked to other, (independent)independent conditions precedent being fulfilled. The scenario also assumes that the crisis would engulf UBS’s source of retail deposits, thereby leading to massive withdrawals from current accounts, savings accounts and deposits. Furthermore, access to the client collateral pool is assumed to be limited as a result of securities lending agreements being cancelled during such a crisis.

     Apart fromWe regularly monitoringmonitor unutilized committed credit facilities, UBS also assessesand latent liquidity risks that could materialize if we were to suffer a downgrading of our credit ratings. “Rating Trigger”‘Rating trigger’ clauses, especially in derivative contracts, create such risks as they could result in an immediate cash outflow due to the unwinding of derivative positions, with a negative replacement value, or the need to deliver additional collateral. The contingent exposure arising directly from these rating triggers is judged not to be material, even if UBS were to be downgraded to sub-investment-grade level. Thislevel, but the exposure is prudently managed on an ongoing basis by regularly repeating the exposure analysiskept under review and by ensuring that any significant new rating trigger clauses are subject to appropriate explicit approvals.
     While UBS engagesWe engage in financial transactions that involve the utilization of non-consolidated special-purpose entities, but our funding and liquidity capacity is not reliant upon these entities to any material extent. Additionally, should any or all of these financial channels become unusable, the impact on UBS’s liquidity resources would be insignificant. All of UBS’s major sources of liquidity are channeled through entities that are fully consolidated and are included in the scenario analyses described above.

Funding sources and approach

With a broad diversification of funding sources (by market, product and currency), we maintain a well-balanced portfolio of liabilities which generates a stable flow of financing and provides protection in the event of market disruptions. This, together with our centralized funding management, enables us to pursue a strategy to fund business activities at the lowest possible cost.
     In this context, UBS’s strong domestic retail business is a very valuable, cost-efficient and reliable source of funding. Furthermore, through the establishment of short-, medium- and long-term funding programs in Europe, the US and Asia, we can both provide specialized investments to our customers and efficiently raise funds globally from both institutional and private investors, minimizing our dependence on any particular source.
     We plan our medium- and long-term funding activities by assessing the overall funding profile of the balance sheet, taking due account of the effective maturity of our asset base and the amount of maturing debt that will have to be replaced. We also factor in our ability to continue to fund our ongoing business activities through periods of difficult market conditions.
     We make frequent use of asset-securitization structures, in particular in connection with the sale of corporate loans and retail mortgages. These do not, however, constitute a material portion of UBS’s funding activities and our liquidity status would not be significantly affected if capital markets were to become inaccessible for such securitization transactions. UBS has no long-term commitments to continue to purchase the types of assets being securitized.
     The charts on the following page show a breakdown by product type and by currency of our secured and unsecured funding as at 31 December 2003. UBS has a strong secured funding base that reduces our exposure to periods of stressed market conditions when the ability to



70


Financial Management

(PIE CHARTS)



UBS funding by product type            UBS funding by currency
5% 9% 13% 10% Retail savings/deposits 16% CHF 12% Demand deposits            EUR Fiduciary            USD Time deposits            Others 5% Long-term debt 18% Securities lending 9% Repurchase agreements Inter-bank Money market papers 6% 53% 39% 5% As at 31.12.03 As at 31.12.03
raise unsecured funding could be temporarily restricted. Of our total funding, 44% was raised on a secured basis and 56% unsecured. The unsecured funding base is well diversified, with 19% of funding stemming from savings and demand deposits, 5% from fiduciary deposits and only 5% from money market papers and 12% from short-term interbank borrowing. Most of our funding is originated in US dollars, with major portions also being raised in Swiss francs and in euro, roughly mirroring the currency breakdown of our assets. Around 12% of our funding was denominated in other currencies (primarily UK sterling and Japanese yen). UBS does not rely on buying committed credit facilities from third-party banks, but instead we base our contingent funding sources on our ability to raise secured funding through the use of high-quality collateral.
     In the course of 2003, UBS’s long-term debt remained stable, increasing slightly from CHF 56.6 billion at 31 December 2002 to CHF 62.1 billion at 31 December 2003, still representing 6% of the total balance sheet. The maturity profile of our long-term debt portfolio is well balanced. See Note 18 to the Financial Statements for further information concerning long-term debt.

Currency management

We report our results in Swiss francs, the currency of the country in which we are incorporated.

Our corporate currency management activities


84


are designed to protect the Group’sUBS’s BIS Tier 1 ratio and expected future foreign currency cash flowsearnings (or financial net profits) from adverse movements of the Swiss franc against the currencies of our assets, revenues and costs, while preserving the option to take advantage of market opportunities which may arise.

Translation (balance sheet) currency risk

We aim to maintain our flexibility in being able to divest foreign currency assets at any time without adverse currency impact by match-funding, i.e. a US dollar asset is funded in US dollars, an euro asset in euros, etc. This policy has,Our equity investment is managed in order to reflect the past, also been applied to equity investments in consolidated subsidiaries and branches, which were match-funded by debt, while our equity remained predominately invested in Swiss francs.
     However, our non-Swiss activities have expanded significantly in the last five years, and the currenciescurrency distribution of our balance sheet assets are now more diversified. A significant depreciation of the Swiss franc against these currencies would therefore result in a deterioration of our BIS Tier 1 ratio. We have therefore decided to adopt a new equity investment approach more in line with our business portfolio. In future, our equity will be diversified into Swiss francs, US dollars, euros and sterling in proportion to our risk-weighted assets in these four main currencies, by investing directly in the capital of subsidiaries and branches denominated in these currencies. The current match-funding (or structural hedging) of equity investments in consolidated subsidiaries and branches will be progressively terminated.assets. This will createcreates structural foreign currency exposures, the gains or losses on which will beare recorded through equity, and will therefore leadleading to fluctuations in the Group’sour capital base in line with the fluctuations in risk-weighted assets, thereby protecting theour BIS Tier 1 capital ratio.

     The     For financial transactions to achieve this structure were started in fourth quarter 2002. The first significant impact on our capital base can be expected in first quarter 2003 (depending on the size of currency moves against the Swiss franc). Further equity investments will follow in the course of 2003. We believe that complete BIS Tier 1 ratio protection will be achieved towards the end of 2003 when the target currency mix of invested equity should be in place.

Transaction (revenues/expenses)
currency risk

Each month,accounting purposes, final profits or losses are translated for financial accounting purposes, into Swiss francseach month from the original transaction currencies at the prevailing rate at the end of the month.month into Swiss francs. At the same time, we sell down theseGroup Treasury centralizes profits or losses in foreign currencies and sells them into Swiss francs in order to reduce earnings volatility resulting from subsequent exchange rate movements. (Small gainsThis monthly sell-down reduces the volatility of our Swiss franc results but it cannot protect the bank’s earnings against a


Non-trading currency risk VaR

             
CHF million 2003  2002  2001 
 
Minimum  0.7   0.7   0.9 
Maximum  32.0   14.2   16.2 
Average  12.3   3.0   3.6 
End of period  28.3   0.7   1.0 
 



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Financial Management
Group Treasury

sustained downward or losses from timing differences between month-endupward move of one of the main currencies against the Swiss franc.

     In order to protect our Swiss franc net profits against adverse currency fluctuations we first make use of so-called natural hedge opportunities. Such opportunities exist for UBS because, overall, the currency composition of our net profit shows stable patterns of specific short and actual sell down are reportedlong positions in core foreign currencies such as incomeUK sterling, euros and US dollars, and because some foreign currency pairs demonstrate high and stable correlations. This combination is exploited by offsetting core positions in Corporate Center.)certain currencies.
     Furthermore     Group Treasury proactively hedges,then, from time to time, significantproactively hedges the remaining currency exposures, arising from expected future foreign currency earnings/costs (mainly US dollar, euro and sterling), in accordance with the instructions of the GEB. Economic hedging strategies employed include a cost-efficient option purchase program, providingwhich provides a safety net against unfavorable currency fluctuations while preserving upside potential. The hedge program has a time horizon of up to twelve months and is not restricted to the current financial year. Although intended to hedge future cash flows,earnings, these transactions are considered open currency positions and are included in VaR for internal and regulatory capital purposes (refer alsopurposes.
     For 2003 the net currency impact on UBS’s Swiss franc financial net profit was very muted due to page 74 in the “Market risk” section).

efficient netting of currency pairs with high correlation combined with a successful hedging program.


Non-trading currency risk VaR

             
CHF million 2002  2001  2000 

Minimum  0.7   0.9   11.6 
Maximum  14.2   16.2   113.4 
Average  3.0   3.6   33.7 
End of period  0.7   1.0   12.7 


85


Capital and Risk Management
Group Treasury

Capital adequacymanagement

             
  As at 
  
 
CHF million, except ratios 31.12.02  31.12.01  31.12.00 

BIS Tier 1 capital  27,047   29,322   31,892 
of which hybrid Tier 1 capital1
  3,182   3,848   2,456 
BIS total capital  33,009   37,471   42,860 

BIS Tier 1 capital ratio (%)  11.3   11.6   11.7 
BIS total capital ratio (%)  13.8   14.8   15.7 

Balance sheet assets  205,401   214,481   223,528 
Off balance sheet and other positions  18,122   25,935   39,002 
Market risk positions  15,267   13,319   10,760 

Total BIS risk-weighted assets  238,790   253,735   273,290 

1Trust preferred securities.















(UBS GROUP)

Capital management

We are dedicated to remaining one of the best capitalized financial services firms in the world with sound capital ratios and strong debt ratings

 both are key to our attractiveness to clients and investors. Our overall capital needs are continually reviewed to ensure that our capital base appropriately supports our current and planned business and regulatory capital requirements. TheWe use of a variety of instruments, such as trust preferredincluding trust-preferred securities, to meet our overall capital levels, is designedneeds, in order to support our efforts to meet return on equity targets and enhance shareholder value.

Sound capitalization

The table abovebelow shows the key capital figures and ratios as of 31 December 2002,2003, 31 December 20012002 and 31 December 2000.2001.
     The ratios measure capital adequacy by comparing UBS’s eligible capital with total risk-weighted assets, which include balance sheet assets net positions in securities not held in the trading portfolio, off-balance sheet transactions converted into their credit equivalents at a weighted amount to reflect their relative risk and market risk positions based on VaR (see “Market risk” section, page 74 and Note 29d29 to the UBS Group Financial Statements).
     The calculation of capital requirements applicable to UBS under Swiss Federal Banking Commission (SFBC) regulations differs in certain respects from the calculation under the Basel

Capital Accord (“BIS guidelines”)(BIS guidelines). Most importantly:
 where BIS guidelines apply a maximum risk weight of 100%, the SFBC applies risk weights above 100% to certain asset classes (for example real estate, bank premises, other fixed assets, intangible assets excluding goodwill,intangibles, non-trading equity securities and unconsolidated equity investments)positions)
 where the BIS guidelines apply a 20% risk weight to obligations of OECD banks, the SFBC applies risk weights of 25% to 75%, depending on maturity, to such obligationsmaturity.
     As a result of these differences, UBS’s risk-weighted assets are higher, and our ratios of total capital and Tier 1 capital to risk-weighted assets are lower, when calculated under the SFBC regulationsregu-



Capital adequacy

             
  As at
CHF million, except ratios 31.12.03  31.12.02  31.12.01 
 
BIS Tier 1 capital  29,765   27,047   29,322 
of which hybrid Tier 1 capital1
  3,224   3,182   3,848 
BIS total capital  33,581   33,009   37,471 
 
BIS Tier 1 capital ratio (%)  11.8   11.3   11.6 
BIS total capital ratio (%)  13.3   13.8   14.8 
 
Balance sheet assets  212,176   205,401   214,481 
Off balance sheet and other positions  21,456   18,122   25,935 
Market risk positions  18,269   15,267   13,319 
 
Total BIS risk-weighted assets  251,901   238,790   253,735 
 
1Trust preferred securities.



72


Financial Management

(BAR CHART)



lations than under the BIS guidelines. Nevertheless, UBS and its predecessor banks have always had total capital and Tier 1 capital in excess of the minimum requirements of both the BIS and the SFBC since these regulations and guidelines were first implementedtheir implementation in 1988.

Capital management in 2002
Capital management in 2003

In line with our shareholder focus, we were able to transfer a total of CHF 8.36.7 billion of free equity to our shareholders in 2002.2003. The total amount iswas split between the par value capital repaymentdividend payment of CHF 2.42.3 billion in July 2002April 2003 and the total of the share repurchases for cancellation executed during 20022003 of CHF 5.94.4 billion.

Share buyback and cancellation

Our carefulCareful balance sheet management and strong earnings continued to generate additional capital in 2002 despite a weaker operating environment. This enabled us, for the third consecutive year, to conduct share repurchase programs


86


(SHARE BUYBACK)

Effect of second line trading program on basic earnings per share (EPS)

             
  For the year ended 
  
 
  31.12.02  31.12.01  31.12.00 

Weighted average shares for basic EPS after treasury shares  1,208,586,678   1,266,038,193   1,209,087,927 
Weighted average second trading line treasury shares  118,594,983   65,624,005   43,261,410 
Basic EPS  2.92   3.93   6.44 
Cumulative impact of treasury shares on basic EPS (CHF)  0.26   0.19   0.22 
Cumulative impact of treasury shares on basic EPS (%)  8.9   4.9   3.5 


which are intended to reduce the number of issued shares and enhance our earnings per share.
     As in previous years, we bought the shares through a second trading line, which allows us to cancel the shares in the most tax efficienttax-efficient way. Under Swiss regulations, a company wishing to cancel shares must purchase them on the stock

exchange under a special security code which clearly identifies the time and quantity of shares repurchased for this purpose.

     In July 2002,2003, following the approval of shareholders at the Annual General Meeting on 1816 April 2002,2003, we canceledcancelled a total of 28,818,69075,970,080 shares bought back under our 2001 program. Intwo 2002 we bought 67,700,000 shares in the maximum amount of CHF 5 billion between 5 March and 9 October 2002. A follow-up program for a maximum of CHF 3 billion was immediately launched. Under this program, which can run until 5 March 2003, a total of 6,335,080 shares for CHF 0.4 billion have been repurchased up to 31 December 2002.share repurchase programs. The shares purchased under these programsthe 2003 program will be cancelled in July 20032004 following the approval of the Annual General Meeting on 1615 April 2003.2004.
     The number of shares bought back through the second trading line program is linked to the Group’sour ability to generate free equity while maintaining a strong BIS Tier 1 capital ratio. The table abovebelow shows the impact on basic earnings per share of the purchase of treasury shares through the second line trading program.

Dividends and par value reduction

In May 2001, a new regulation was introduced which loweredOn April 23, 2003 after the minimum par value for Swiss shares to CHF 0.01. In 2002, as in 2001, we therefore reducedapproval of the par valueAnnual General Meeting (AGM) of our share byshareholders, UBS paid an annual dividend of CHF 2.00 per share, repaying that amountshare. A total of CHF 2.3 billion was distributed to shareholders.
     This type of payment is treated under Swiss regulations as a return of capital, not as income. It is therefore tax efficientthe shareholders for shareholders whothe financial year 2002.



pay tax

Effect of second trading line program on basic earnings per share (EPS)

             
  For the year ended
  31.12.03  31.12.02  31.12.01 
 
Weighted average shares for basic EPS after treasury shares  1,116,953,623   1,208,586,678   1,266,038,193 
Weighted average second trading line treasury shares  182,301,119   118,594,983   65,624,005 
Basic EPS  5.72   2.92   3.93 
Cumulative impact of treasury shares on basic EPS (CHF)1
  0.80   0.26   0.19 
Cumulative impact of treasury shares on basic EPS (%)1
  14.0   8.9   4.9 
 
1From first share buyback program in Switzerland and is also beneficial to shareholders outside Switzerland, as it is not subject to Swiss withholding tax.2000.



73


     The par value reduction took place on 8 July 2002. Payment was made on 10 July to holders of record as of 5 July, bringing the par value of each UBS share down from CHF 2.80 to CHF 0.80.

Capital management plans for 2003
Financial Management
Group Treasury

Capital management plans for 2004

New second line buy backbuyback program

As we continue to generate strong cash flow, we intend to continue to repurchase shares for capital reduction purposes under a second line buy-backbuyback program. The program is aimed at institutional investors, allowing tax efficienttax-efficient cancellation of shares.
     The new program will start from 68 March 20032004 and can run until 57 March 2004 with2005 permitting a maximum of CHF 56 billion worth of shares repurchasableto be repurchased under the program.
     We will continue to publish the number of shares repurchased and the average price paid on a weekly basis on the internet at www.ubs.com/investors. The repurchased shares will be canceled following approval by the Annual General Meeting in April 2004.2005.

Dividend

For 2002, we plan to pay a normal dividend to our shareholders after having made use of2003, the possibility to make a tax efficient distribution in 2000 (for the fourth quarter only) and 2001 in the form of par value reductions.
     The Board of Directors will recommend at the Annual General MeetingAGM on 1615 April 20032004 that UBS should pay a dividend of CHF 2.002.60 per share for the 2002 financial year, on a par withyear. This is an increase of 30% compared to last year’s dividend of CHF 2.00 distribution.and reflects the continuing high cash flow generation and strong equity base of the company.
     UBS has a long-term record of paying either steady or higher dividends. The decision on dividend payments falls under the authority of the AGM and is subject to shareholder approval. If the dividend is approved, the ex-dividend date will be 1716 April 2003,2004, with payment on 2320 April 20032004 for shareholders of record on 1615 April 2003.2004.




Capital strength

87

Our financial stability stems from the fact that we are one of the best capitalized banks in the world. We believe that this financial strength is a key part of our value proposition for both our clients and our investors.

     In December 2003,Moody’sreaffirmed UBS’s Aa2/B+/Prime-1 ratings and commented that “the ratings of UBS are solidly underpinned by the group’s strong client franchises and healthy financial fundamentals. With leadership position in the majority of its core businesses, the group’s mix of businesses is well diversified across products and regions, the majority of which benefit from the good growth prospects despite being in mature and competitive industries and markets.”
     In December 2003, the rating agencyStandard & Poor’s raised its outlook on UBS to stable from negative. At the same time, it affirmed its AA+ long-term, and A-1+ short-term ratings on UBS AG and related entities. “This move reflects UBS’s resilient financial performance and the fact that markets have stabilized since July 2002. The ratings reflect the bank’s strong market positions and franchises across a wide range of private banking and interna-

tional securities activities. Organizational fine-tuning is positioning the group to reap good benefits from economic recovery and a stabilization of equity markets, as well as to garner more synergies from the key group activities,” the agency said in a press release.

     In September 2003,FitchRatings, the international rating agency, downgraded UBS’s long-term rating to AA+ from AAA and changed the outlook on the long-term rating to stable from negative. “The rating change reflects Fitch’s view that UBS’s risk profile is undergoing a gradual transformation, as the group combines its core strengths of wealth management and its domestic banking franchise in Switzerland with an expanding global investment banking operation, in particular in the US. While Fitch recognizes the fundamentally cautious approach of UBS’s management to risk, it is the agency’s view that the group’s strategic aim to increase its market share in US investment banking and take advantage of growing business opportunities will mean increasing its risk exposure.”

Long-term credit ratings

             
  As at
  31.12.03  31.12.02  31.12.01 
 
Fitch, London AA+ AAA AAA
Moody’s, New York Aa2 Aa2 Aa2
Standard & Poor’s, New York AA+ AA+ AA+
 

     UBS’s ratings remain among the best of any major globally active financial institution. Well capitalized, with strong and balanced cash-flow generation, and a well controlled risk profile, UBS is one of the soundest financial institutions worldwide.

     UBS’s long-term credit ratings are shown in the table above. Each of these ratings reflects only the view of the applicable rating agency at the time the rating was issued, and any explanation of the significance of a rating may be obtained only from the rating agency. A security rating is not a recommendation to buy, sell or hold securities and each rating should be evaluated independently of any other rating. There is no assurance that any credit rating will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the rating agency, if in the rating agency’s judgment, circumstances so warrant.



74


(UBS GROUP)

88


          Corporate Governance

(CORPORATE GOVERNANCE)

89

75


 

Corporate Governance
Introduction and Principles



Introduction and Principles

UBS is committed to meeting high standards of corporate governance. Our corporate and executive bodies are organized in line with the leading codes of best practice.

 

Corporate governance the way that the leadership and management of the firm are organized and how they operate in practice ultimately aims at leading UBS to success, protecting the interests of its shareholders and creating value for them and for all stakeholders. Good corporate governance seeks to balance “entrepreneurship”,entrepreneurship, control and transparency, while supporting the firm’s success by ensuring efficient decision-making processes.

     UBS fully complies with the standards established in the “Swiss Code of Best Practice for Corporate Governance” and the “SWX Swiss Exchange Directive on Information relating to Corporate Governance”, both effective since 1 July 2002. UBS also meets the overwhelming majority of theNew York Stock Exchange (NYSE) corporate governance standards applicable to listed foreign companies listed onand complies with the New York Stock Exchange.overwhelming majority of the NYSE standards for US domestic issuers. The few exceptions, aremainly due to conflicts of law betweendifferent legal requirements in Switzerland and the US. These exceptionsUS, are explained on pages 122-123.108–109. UBS complies with the applicable requirements of the US Sarbanes-Oxley Act of 2002, including the certification of UBS’s Annual Report on Form 20-F by the principal executive officer of the company — the President of the Group Executive Board —CEO – and the principal financial officer the Group Controller.
     UBS operates under a strict dual Board structure, as mandated by Swiss banking law. The functions of Chairman of the Board of Directors (Chairman) and President of the Group Executive Board (President)Board/Group Chief Executive Officer (Group CEO) are conferred on two different

people, thus providing separation of powers. No member of one board may be a

member of the other. This structure establishes checks and balances and creates an institutional independence of the Board of Directors from the day-to-day management of the firm, for which responsibility is conferred on the Group Executive Board.

SWX Swiss Exchange Reporting on
SWX Swiss Exchange Reporting on Corporate Governance

This Corporate Governance

The Handbook’s “Corporate Governance” section contains the following information required by the SWX Swiss Exchange Directive on Information relating to Corporate Governance:

 group structure and shareholders
 capital structure
 Board of Directors
 Group Executive Board
 compensation, shareholdings and loans to corporate bodies
 shareholders’ participation rights
 change of control and defense measures
 auditors
 information policy

In addition, this section describessummarizes the regulatory and supervisory environment of UBS in its principal locations of activity, explainsdescribes the few exceptions where UBS’s corporate governance standards differ fromcompliance of UBS with the NYSE listing standards of the New York Stock Exchange (NYSE),on corporate governance, and contains a list of the members of the Group Managing Board of UBS, the next layer of management responsibility below the Group Executive Board.



9076


Corporate Governance

 

Corporate Governance
Group Structure and Shareholders



Group Structure and Shareholders

Under Swiss company law, UBS AG is organized as an “Aktiengesellschaft (AG)”, a corporation that has issued shares of common stock to investors. UBS AG is the parent company of the UBS Group.

 

UBS Group legal entity structure
UBS Group legal entity structure

The legal entity structure of UBS is designed to support the Group’s businesses within an efficient legal, tax, regulatory and funding framework. NeitherNone of the Business Groups of UBS nor theor Corporate Center operate through separate legal entities, but rather they generally operate out of the parent bank, UBS AG, through its branches worldwide.

     The goal of this structure is to capitalize on the synergies offered by the use of a single legal platform and to enable the flexible and efficient use of capital.
     Where it is either not possible or not efficient to operate out of the parent bank, usually due to local legal, tax or regulatory rules or due to additional legal entities joining the UBS Group through acquisition, then businesses operate through local subsidiary companies.subsidiaries. The significant operating subsidiary companies of the Group are listed in Note 3536 to the UBS Group Financial Statements.

Operational Group structure
Operational Group structure

The four Business Groups UBS Wealth Management & Business Banking (with its two business units Private BankingWealth Management and Business Banking Switzerland), UBS WarburgInvestment Bank (comprising the Corporatetwo business units Investment Banking & Securities and Institutional ClientsPrivate Equity), Wealth Management USA, and UBS Capital business units), UBS PaineWebber and UBS Global Asset Management together with the Corporate Center, form the operational structure of the Group. Group performance is reported according to this structure (see the Financial Report 2002, pages 35-74)2003). A description of the various Business Groups, their strategy, structure, organization, products and services is contained in this Handbook on pages 21-51.17–44.

Listed and non-listed companies
belonging to the Group

The following listed company is included in the Group’s financial statements on an equity
participation basis:

     Motor Columbus AG, Baden (Switzerland), listed on the SWX Swiss Exchange, share capital CHF 253 million, capitalization as ofon 31 December 20022003 CHF 1,224.51,467.4 million, UBS stake 35.6%, Valor No 212427/ISIN CH0002124276.
     UBS Group comprises a great number of subsidiaries, none of which, however, areis listed. For details of significant subsidiaries see Note 3536 to the UBS Group Financial Statements.

Significant shareholders
Significant shareholders

Chase NomineeNominees Ltd., London, acting in its capacity as a nominee for other investors, was registered with 7.68%8.27% of all shares issued as of 31 December 2002,2003, compared to 6.94%7.68% at year-end 2001.2002. According to UBS’s Regulation on the Registration of Shares, voting rights of nominees are restricted to 5%. As in previous years, no other shareholder was registered with more than 5% of all shares issued. Ownership of UBS shares is widely spread. Details aboutspread, as can be seen from the distribution of UBS shares,tables on the number of shares registered and not registered, voting rights, as well asnext page, which also provide information about the distribution by category of shareholders and by geographygeography.

     Under the Swiss Stock Exchange Act, anyone holding shares in a company listed in Switzerland has to notify the company and the stock exchange if the holding attains, falls below or exceeds the following thresholds: 5, 10, 20, 331/3, 50, or 662/3% of the voting rights, whether they are publishedexercisable or not. The methodology for calculating the limit is defined in the Ordinance of the Federal Banking Commission on pages 139-140the Stock Exchange (disclosure of this Handbook.shareholdings).



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     During

Corporate Governance
Group Structure and Shareholders

Distribution of UBS shares

                 
As at 31.12.03 Shareholders registered Shares registered
Number of shares registered Number  %  Number % of shares issued
 
1–100  46,071   22.1   2,447,526   0.2 
101–1,000  126,940   60.9   48,592,426   4.1 
1,001–10,000  32,872   15.8   81,182,005   6.9 
10,001–100,000  2,307   1.1   57,611,168   4.9 
100,001–1,000,000  298   0.1   84,193,059   7.1 
1,000,001–5,000,000  55   0.0   117,412,209   9.9 
5,000,001–11,830,467 (1%)  11   0.0   67,775,354   5.7 
1–2%  3   0.0   50,156,159   4.2 
2–3%  1   0.0   24,643,927   2.1 
3–4%  0   0.0   0   0.0 
4–5%  1   0.0   53,756,375   4.5 
Over 5%  11  0.0   97,792,404   8.3 
 
Total registered  208,560   100.0   685,562,6123   57.9 
Unregistered2
          497,484,152   42.1 
 
Total shares issued
          1,183,046,764   100.0 
 
1As at 31.12.2003, Chase Nominees Ltd., London, was entered as a trustee/nominee holding 8.27% of all shares issued.2Shares not entered in the yearshare register at 31 December 2003.3187,632,373 shares registered do not carry voting rights.

Shareholders: type and distribution

                 
  Shareholders Shares
As at 31.12.03 Number  %  Number  % 
 
Individual shareholders  200,346   96.1   157,734,755   13.3 
Legal entities  7,616   3.6   171,901,983   14.5 
Nominees, fiduciaries  598   0.3   355,925,874   30.1 
Unregistered          497,484,152   42.1 
 
Total
  208,560   100.0   1,183,046,764   100.0 
 
Switzerland  192,070   92.1   308,364,680   26.0 
Europe  11,837   5.7   243,605,541   20.6 
North America  2,730   1.3   89,480,078   7.6 
Other countries  1,923   0.9   44,112,313   3.7 
Unregistered          497,484,152   42.1 
 
Total
  208,560   100.0   1,183,046,764   100.0 
 



     Since 13 September 2002, UBS’s holdings of its own shares twice surpassedhave been above the 5% threshold requiring disclosure under the Swiss Stock Exchange law,law. Primarily due to share repurchases for subsequent cancelation. This led tocancellation, UBS’s holdings surpassed the 10% limit as of 5 June 2003 and dropped below 10% on 10 July following announcements:


91


the cancellation of 76 million shares repurchased under the two 2002/2003 share buyback programs. A press release was issued on 8 June 2003 in that respect. On 11 July 2003, UBS’s holdings consisted of 5.9% of its own shares, and an additional 0.8% of its own shares through derivatives. UBS’s position in its own shares stood

Corporate Governance
Group Structurebetween 5 and Shareholders


17 June 2002. Announcement of a holding of 5.1% of the share capital in the form of shares and 1.3% through derivatives as per 13 June 2002. Simultaneous announcement that the holding would fall below the 5% threshold as per 5 July 2002 following the cancelation of shares repurchased under the 2001 program.
18 September 2002. Announcement of move beyond the 5% limit as per 13 September 2002.
10% for the remainder of the year.
     At year-end, the positionUBS’s holdings in its own shares, was 7.8%calculated in accordance with the methodology described by the abovementioned ordinance, were 9.5% of the total share capital in the form of shares, and 1.7%potentially 0.8% through derivatives.

Cross shareholdings
Cross shareholdings

UBS has no cross shareholdings in excess of a reciprocal 5% of capital or voting rights with any other company.



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Corporate Governance

 

Corporate Governance
Capital Structure



Capital Structure

UBS is committed to capital management that is driven by shareholder value considerations. At the same time, UBS is dedicated to remaining one of the best capitalizedbest-capitalized financial services firms in the world.

 

Capital
Capital

Ordinary share capital

As of 31 December 2002, UBS’s ordinary share capital was CHF 1,005,038,142.40, divided into 1,256,297,678 registered shares with a par value of CHF 0.80 each. At the Annual General Meeting (AGM) of Shareholders on 1816 April 2002,2003 shareholders approved the cancelation of 28,818,690 shares repurchased under the 2001 share repurchase program, and they mandatedgave the Board of Directors a mandate to continue with a repurchase program during 2002/20032003/2004 for a maximum amount of CHF 5 billion. On 27 September 2002, the Board of Directors approved an additional share buyback program with a maximum size of CHF 3 billion. At the AGM on 1615 April 2003,2004, shareholders will be asked to approve the cancelationcancellation of 75,970,08059,482,000 shares repurchased under these two programs.
this program.

Conditional and authorized share capital

At year-end 2002,2003, conditional share capital totaled CHF 7,672,734.40,5,497,401.60, corresponding to a maximum of 9,590,9186,871,752 shares. The conditional capital was created in 2000 in connection with the acquisition of Paine Webber Group Inc. for the purpose of covering option rights granted by the PaineWebberPaine Webber Group to its employees. The subscription ratio, time limits and further details of these options were determined by PaineWebber before the merger and were assumed by UBS. Options under these plans are exercisable at any time between their vesting and the expiry date. Shareholders’ pre-emptive rights are excluded. During 2002, 3,398,8692003, options with respect to 2,719,166 shares were exercised, and 27,929 options expired.
exercised. UBS does not have any authorized capital outstanding.

Changes of capital

Shareholders’ equity on 31 December 20022003 amounted to CHF 38,99135,446 million, down 10%9% from a year earlier. For all details on changes in shareholders equity over the last three years, please refer to pages 82-83 ofpage 84 in the UBS Group Financial Statements.

Shares, Participation and Bonus certificates
Shares, participation and bonus certificates

UBS shares are issued as Global Registered Shares with a par value of CHF 0.80 each, with each carrying one vote. Voting rights may, however, only be exercised if the holder expressly declares having acquired these shares in his own name and for his own account. Global Registered Shares provide direct and equal ownership for all shareholders, irrespective of the country and stock exchange where they are traded. For details see the “Shareholders’Shareholders’ participation rights”rights section on pages 109-11096–97 of this Handbook.

     As at 31 December 2002, 556,448,0952003, 497,930,239 shares carried voting rights, 140,763,035187,632,373 shares were entered in the share register without voting rights, and 559,086,548497,484,152 shares were not registered. All 1,256,297,6781,183,046,764 shares were fully paid up.up, and 1,126,339,764 shares were ranking for dividends. There are no preferential rights for individual shareholders.



Ordinary share capital

             
  Share capital in CHF  Number of shares  Par value in CHF 
 
As at 31 December 2002
  1,005,038,142   1,256,297,678   0.80 
Share repurchase programs 2002/2003 and 2002b:            
Cancelation of shares upon AGM decision of 16 April 2003  (60,776,064)  (75,970,080)  0.80 
Options exercised from conditional capital  2,175,333   2,719,166   0.80 
 
As at 31 December 2003
  946,437,411   1,183,046,764   0.80 
 



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Corporate Governance
Capital Structure

     UBS has not issued any participation certificates or bonus certificates.

Limitation on transferability and
and nominee registration

UBS does not apply any restrictions or limitations on the transferability of its shares. Shares registered according to the provisions in the Articles of Association (express declaration of beneficial ownership) may be voted without any limit in scope.


93


Corporate Governance
Corporate Organization


     UBS has issued special provisions for the registration of fiduciaries/nominees.   Fiduciaries/ nomineesnomi-

nees are entered in the share register with voting rights up to a total of 5% of all shares issued, if they agree to disclose, upon request from the firm, beneficial owners holding 0.3% or more of all UBS shares. An exception fromto the 5% rule exists for securities clearing organizations such as the Depository Trust Company (DTC) in New York and SegaInterSettle (SIS) in Switzerland.

Convertible bonds and options

Convertible bonds and options

UBS has currently no convertible debt on UBS shares outstanding. OptionsThe only options outstanding were 109,040,026 employee options on UBS shares accounted for the total of 88,164,227 employee options

on which all details areas reported in Note 32e32c to the UBS Group Financial Statements. For a total of 9,590,9186,871,752 of those options, exercise will be satisfied through the creation of newly issued shares (conditional capital). Share capital would therefore be increased by a maximum of CHF 7,672,734.40.5,497,401.60. For the other employee options, the exercise would be satisfied by the delivery of already issued treasury shares.

     UBS Warburg,The Investment Bank, acting as liquidity provider to the equity futures market and as a market maker in UBS shares and derivatives, has also issued derivatives linked to UBS stock. These instruments are classified as cash-settled derivatives and are held for trading purposes only.



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Corporate Governance

 

Corporate Governance
Board of Directors



Board of Directors

The Board of Directors is the most senior body with ultimate responsibility for the strategy and the management of the company and for the supervision of its executive management. The shareholders elect each member of the Board, which appoints the Chairman, the Vice Chairmen and the various Board Committees.

 

Organizational principles and
personnel changes

The Board, and in particular its Chairman, takes responsibility for the mid- and long-term strategic direction of the Group, for appointments and dismissals at top management levels, for mid-term succession planning and for compensation principles. It defines the firm’s risk parameter and risk limit structure. A large majorityMembers of the Board members are non-executive and independent. The Chairman and at least one Vice Chairman have executive roles in line with Swiss

Banking laws, and assume supervisory and leadership responsibilities. The Chairman also assumes a leadership role in corporate responsibility issues, public and political affairs and developing corporate culture.

     As at 31 December 2002, the Board consisted of nine directors (see list below). At its Annual General Meeting (AGM) on 18 April 2002, UBS’s shareholders elected Ernesto Bertarelli (born 1965), CEO of Serono International SA, Geneva to the Board. Markus Kündig, Vice Chairman since 1998, reached retirement age and therefore stepped down at that time.

Directors


Members of the Board of Directors

The table below provides information abouton the composition of the Board of Directors as at 31 December 2002.

         
    Year of  Current term
    initial  of office
Name and business address Positions held in UBS appointment  runs until

Marcel Ospel
UBS AG, Bahnhofstrasse 45, CH-8098 Zurich
 Chairman 2001


 2005

Alberto Togni
UBS AG, Bahnhofstrasse 45, CH-8098 Zurich
 Executive Vice Chairman 1998


 2005

Johannes A. de Gier
UBS AG, Bahnhofstrasse 45, CH-8098 Zurich
 Executive Vice Chairman 2001 


 20031

Peter Böckli
Böckli Bodmer & Partners, St. Jakobs-Strasse 41,
P.O. Box 2348, CH-4002 Basel
 Non-executive Vice Chairman
Chairman of the Nominating Committee
 1998 


 20031

Ernesto Bertarelli
Serono International SA, Chemin des Mines 15bis, CH-121Y1 Geneva 20
 Member of the Compensation Committee 2002


 2006

Sir Peter Davis
J Sainsbury plc, 33 Holborn, London EC 1N 2HT
 Member of the Audit Committee Member of the Nominating Committee 2001


 2004

Rolf A. Meyer
Heiniweidstrasse 18, CH-8806 Bäch
 Chairman of the Compensation Committee Member of the Audit Committee 1998 


 20031

Hans Peter Ming
Sika AG, Wiesenstrasse 7, CH-8008 Zurich
 Member of the Compensation Committee Member of the Nominating Committee 1998


 2004

Lawrence A. Weinbach
Unisys Corporation, Unisys Way, Blue Bell, PA 19424
 Chairman of the Audit Committee 2001


 2005

1Proposed for reelection at the AGM 2003.

95


2003. It shows each member’s functions in UBS, nationality, year of initial appointment to the Board and current term of

Corporate Governance
Boardoffice, professional history and education, date of Directors
birth, and other activities and functions such as mandates on boards of important corporations, organizations and foundations, permanent functions for important interest and pressure groups and official functions and political mandates.



Marcel Ospel
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSChairman
NationalitySwiss
Year of initial appointment2001
Current term of office runs until2005

Professional History, Education and Date of Birth
Marcel Ospelwas elected to the Board at the AGM in April 2001 and thereafter appointed as Chairman. Prior to this mandate, he served as Group Chief Executive Officer of UBS. He was the President and Group Chief Executive Officer of Swiss Bank Corporation (SBC) from 1996 to 1998. He was made CEO of SBC Warburg in 1995, having been a member of the Executive Board of SBC since 1990. From 1987 to 1990 he was in charge of Securities Trading and Sales at SBC. From 1984 to 1987 Mr. Ospel was a Managing Director with Merrill Lynch Capital Markets, and from 1980 to 1984 he worked at SBC International London and New York in the Capital Markets division. He began his career at Swiss Bank CorporationSBC in the Central Planning and Marketing Division in 1977. Mr. Ospel graduated from the School of Economics and Business Administration (SEBA) in Basel. He was born on 8 February 19501950.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Marcel Ospel is a member of the International Capital Markets Advisory Committee of the Federal Reserve Bank of New York, and holds mandates with the Monetary Authority of Singapore’s International Advisory Panel and the International Monetary Conference. He is a trustee of the Foundation Board of the Patronate Committee for the Basel Museums of Art, and of the Committee for the Museum of Antiques, Basel, and is the Chairman of the “Optimus Foundation”, a charitable foundation of UBS.
Permanent functions for important interest and pressure groups
Marcel Ospel is the treasurer of “Economiesuisse”, the Swiss citizen.business federation, Zurich, and a member of the Board of Trustees of the Think Tank “Avenir Suisse” in Zurich.



Alberto Togni
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSExecutive Vice Chairman
NationalitySwiss
Year of initial appointment1998
Current term of office runs until2005

Professional History, Education and Date of Birth
Alberto Togni has been with UBS and SBC since 1959. From 1994 to 1997 he was Chief Risk Officer and a member of the Group Executive Committee of Swiss Bank Corporation.Corporation (SBC). He previously held various functions in the Commercial division, becoming its head in 1993. In 1981 he was named member of the Executive Board. Prior to that, he assumed different management roles in Zurich, New York, Tokyo and as representative for the Middle East in Beirut, after professional training and various assignments with SBC in Lausanne, New York and Zurich. Mr. Togni graduated from the New York Institute of Finance. He was born on 30 October 19381938.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Alberto Togni is the Chairman of the Board of the Helmut Horten Foundation, Croglio (Ticino, Switzerland).
Official functions and political mandates:
Alberto Togni has been appointed by the Swiss Government to the Board of the Swiss National Bank, Zurich.



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Corporate Governance
Board of Directors



Peter Böckli
AddressBöckli Bodmer
& Partners
St. Jakobsstrasse 41
CH-4002 Basel
Functions in UBSNon-executive
Vice Chairman
Chairman of the
Nominating Committee
NationalitySwiss
Year of initial appointment1998
Current term of office runs until2006

Professional History, Education and Date of Birth
Peter Böckli, non-executive Vice Chairman since 2002, has been a member of the Board of Directors of UBS and its predecessor Swiss Bank Corporation since 1985. He has been a partner in the law office of Böckli Bodmer & Partners since 1981 and was a part-time professor of tax and business law at the University of Basel from 1995 to 2001. From 1963 to 1981 he was an attorney-at-law in New York, Paris and Basel. Mr. Böckli graduated as doctor iuris at the University of Basel and as an attorney-at-law and is a non-resident member of the Association of the Bar of the City of New York. He was born on 7 May 1936.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Peter Böckli is a member of the Board of Directors of Nestlé S.A., Vevey (Switzerland) and of its Audit Committee. He is the Vice Chairman of the Board of Manufacture des Montres Rolex S.A., Bienne (Switzerland), the Secretary of the Board of Trustees of the Wilhelm Doerenkamp Foundation, Chur (Switzerland), and a member of the Board of Trustees of the Holler Foundation, Munich (Germany).
Official functions and political mandates:
Peter Böckli acts as an expert advising the Swiss citizen.Federal Government on various legislative projects.



Ernesto Bertarelli
AddressSerono International SA
Ch. des Mines 15bis
CH-1211 Geneva 20
Function in UBSMember of the Com-
pensation Committee
NationalitySwiss
Year of initial appointment2002
Current term of office runs until2006

Professional History, Education and Date of Birth
Ernesto Bertarelli has been the Chief Executive Officer of Serono International SA., Geneva, since 1996. He started his career with Serono in 1985 and held several positions in sales and marketing. Prior to his appointment as CEO, he served for five years as Deputy CEO. Mr. Bertarelli holds a bachelor of science from the Babson College Boston and an MBA of the Harvard Business School. He was born on 22 September 1965.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Ernesto Bertarelli has been the Vice Chairman of the Board of Serono S.A., Coinsins (Switzerland) since 1991. He is the Chairman of Bertarelli & Cie., Chéserex (Switzerland), of Kedge Capital Partners Ltd., Jersey, and of Team Alinghi SA, and holds various board mandates in professional organizations of the biotech and pharmaceutical industries.



Sir Peter Davis
AddressJ Sainsbury plc
33 Holborn
London EC1N 2HT
Functions in UBSMember of the
Audit Committee
Member of the
Nominating Committee
NationalityBritish
Year of initial appointment2001
Current term of office runs until2004
(proposed for re-election
at the 2004 AGM)

Professional History, Education and Date of Birth
Sir Peter Davis has been Group Chief Executive Officer of J Sainsbury plc, London, since 2000. He was the Group Chief Executive of Prudential plc from 1995 to 2000 and Chief Executive and Chairman of Reed International and Chairman of Reed Elsevier (following the merger of Reed International with Elsevier) from 1986 to 1995. From 1976 to 1986, he had responsibility for all buying and marketing operations at J Sainsbury plc. Prior to that he served as Marketing Director and Managing Director for Key Markets, part of Fitch Lovell Ltd., and as Marketing and Sales manager at General Foods Ltd., Banbury (United Kingdom). Mr. Davis was educated at Shrewsbury School and graduated from the Chartered Institute of Marketing. He was born on 23 December 1941.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Sir Peter Davis, in addition to sitting on the Board of J Sainsbury plc as its CEO, is a member of the Boards of Directors of Sainsbury’s Supermarkets Ltd., London, and of Shaw’s Supermarkets Inc., Boston (USA). He is a member of the Board of the Royal Opera House, London.
Official functions and political mandates:
Sir Peter Davis is the Chairman of the Employers’ Task Force on Pensions, London.



Johannes A. de Gier, Vice
AddressGAM
Klausstrasse 10
CH-8008 Zurich
Functions in UBSMember of the Board
Executive Vice
Chairman until
February 2003
NationalityDutch
Year of initial appointment2001
Current term of office runs until2006 (stepping down
as per AGM 2004)

Professional History, Education and Date of Birth
Johannes A. de Gier was with UBS and SBC from 1980 until 1999. From 1998 to 1999 he was Chairman and CEO of Warburg Dillon Read and a member of the Group Executive Board of UBS. Prior to this, he served as Chairman of SBC Warburg and as Vice President of the Executive Committee of SBC. From 1991 to 1994 Mr. de Gier was responsible for Global Corporate Finance and from 1994 for the International Finance division. From 1988 to 1991 he was Chief Executive of SBC London. He first joined SBC International London in 1980 as an Executive Director, after having been with ABN Amsterdam’s Trust Company in Curaçao, Amro Amsterdam’s Capital Markets and International Finance division, and Corporate Finance of Orion Bank London. Mr. de Gier holds a law degree of

the University of Amsterdam. He was born on 24 December 19441944.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Johannes A. de Gier is a Dutch citizen.
Peter Böckli,non-executive Vicethe Chairman since 2002, has beenof SBC Wealth Management, Zug (Switzerland) and a member of the Boards of Directors of UBS and its predecessor Swiss Bank Corporation since 1985. He has been a partner in the law office of Böckli Bodmer & Partners since 1981 and until March 2001 was a part-time professor of tax and business law at the University of Basel. From 1963 to 1981 he was an attorney-at-law in New York, Paris and Basel. Mr. Böckli graduated as doctor iuris at the University of Basel and as an attorney-at-law and is a non-resident member of the Association of the Bar of the City of New York. He was born on 7 May 1936 and is a Swiss citizen.
Ernesto BertarelliSHV Holdings N.V., a member of the Board since 2002, has been the Chief Executive Officer of Serono International SA., Geneva, since 1996. Mr. Bertarelli started his career with Serono in 1985 and held several positions in sales and marketing. Prior to his appointment as CEO, he served for five years as Deputy CEO. Mr. Bertarelli holds a bachelor of science from the Babson College Boston and an MBA of the Harvard Business School. He was born on 22 September 1965 and is a Swiss citizen.
Sir Peter Davis, a member of the Board since 2001, has been Group Chief Executive Officer of J Sainsbury plc, London, since 2000. He was the Group Chief Executive of Prudential plc from 1995 to 2000 and Chief Executive and Chairman of Reed International and Chairman of Reed Elsevier (following the merger of Reed International with Elsevier) from 1986 to 1995. From 1976 to 1986, he had responsibility for all buying and marketing operations at J. Sainsbury plc. Prior to that he served as Marketing Director and Managing Director for Key Markets, part of Fitch Lovell Ltd.Utrecht (Holland), and as Marketing and Sales manager at General Foods Ltd., Banbury. Mr. Davis was educated at Shrewsbury School and graduated from the Chartered Institute of Marketing. He was born on 23 December 1941 and is a British citizen.Groupe Lhoist, Saint-Jean-des-Bois (Belgium).



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Corporate Governance

Rolf A. Meyer
AddressHeiniweidstrasse 18
CH-8806 Bäch
Functions in UBSChairman of the Com-
pensation Committee
Member of the
Audit Committee
NationalitySwiss
Year of initial appointment1998
Current term of office runs until2006

Professional History, Education and Date of Birth
Rolf A. Meyer has been a member of the Boards of UBS and its predecessor Union Bank of Switzerland since 1992. He was Chairman and CEO of Ciba Specialty Chemicals Ltd. until November 2000. He was withfirst joined Ciba-Geigy Group , which he first joined in 1973 as a financial analyst, and subsequently became Group Company


96


Controller in Johannesburg, South Africa, Head of Strategic Planning and Control in Basel, Head of Finance and Information Systems in Ardsley, N.Y., and later Chief Financial Officer of the Group. After the merger of Ciba-Geigy and Sandoz to create Novartis, he led the spin-off of Ciba Specialty Chemicals. He now holds various international board mandates. Mr. Meyer graduated in Political Science (Ph.D.) and holds a Master of Business Administration. He was born on 31 October 19431943.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Rolf A. Meyer is a member of the Board of COS Computer Systems AG, Baden (Switzerland), and is the Chairman of its Audit Committee and a Swiss citizen.member of its Finance Committee. He is also a member of the Board of DKSH AG (Diethelm Keller Siber Hegner), Zurich, and is the Chairman of its Audit and Finance Committee.



Hans Peter Ming
AddressSika AG
Wiesenstrasse 7
CH-8008 Zurich
Functions in UBSMember of the Com-
pensation Committee
Member of the
Nominating Committee
NationalitySwiss
Year of initial appointment1998
Current term of office runs until2004 (not standing
for re-election)

Professional History, Education and Date of Birth
Hans Peter Ming has been a member of the Boards of UBS and its predecessor Swiss Bank Corporation since 1994. He is the Chairman of the Board of Directors of Sika AG, Baar, Switzerland. He has been employed with Sika since he first joined in 1967, and assumed various management positions in this group in Germany and in Switzerland. He was named CEO in 1986 and delegate of the Board of Directors in 1987. In 1999 he was elected as Chairman. Mr. Ming graduated as doctor iuris from the University of Zurich. He was born on 12 October 19381938.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Hans Peter Ming is a Swiss citizen.
Lawrence A. Weinbachthe Chairman of Sika AG, Baar (Switzerland), and a member of the Board since of Pestalozzi AG, Dietikon (Switzerland). He is also the Chairman of “Swisscontact”, Zurich, a non-profit development organization of the Swiss private sector.
Official functions and political mandates:
Hans Peter Ming is the President of the Advisory Commission of the Swiss Government on International Development and Cooperation.



Lawrence A. Weinbach
AddressUnisys Corporation
Unisys Way
Blue Bell, PA 19424
Function in UBSChairman of the
Audit Committee
NationalityAmerican (US)
Year of initial appointment2001
Current term of office runs until2005

Professional History, Education and Date of Birth
Lawrence A. Weinbach has been the Chairman, President and CEO of Unisys Corporation since 1997. From 1961 to 1997 he was with Arthur Andersen/Andersen / Andersen Worldwide, as Managing Partner and was Chief Executive of Andersen Worldwide from 1989 to 1997, Chief Operating Officer from 1987 to 1989, and Managing Partner of the New York office from 1983. He was elected to partnership at Arthur Andersen in 1970 and became Managing Partner of the Stamford, Connecticut, office in 1974 and Partner in charge of the accounting and audit practice in New York from 1980 to 1983. Mr. Weinbach is a Certified Public Accountant and holds a bachelor of science in Economics from the Wharton School of the University of Pennsylvania. He was born on 8 January 19401940.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Lawrence A. Weinbach is the Chairman of Unisys Corporation, Blue Bell, PA (USA), and a member of the Board of Directors of Avon Products Inc., New York, where he is the chairman of the audit committee. He is a US citizen.trustee and member of the audit committee of Carnegie Hall.
Permanent functions for important interest and pressure groups:
Lawrence A. Weinbach is a member of the NYSE Listed Company Advisory Committee and of the National Security Telecommunications Advisory Committee.



Executive responsibilities

Marcel Ospel, Alberto Togni

Organizational principles and personnel changes

The Board, and in particular its Chairman, takes responsibility for the mid- and long-term strategic direction of the Group, for appointments and dismissals at top management levels, for mid-term succession planning and for compensation principles. It defines the firm’s risk parameters and principles. A majority of the Board members

are non-executive and independent. The Chairman and at least one Vice Chairman have executive roles in line with Swiss banking laws, and assume supervisory and leadership responsibilities. As at 31 December 2003, the Board consisted of nine directors.

Changes in 2004

As of the Annual General Meeting (AGM) on 15 April 2004, Johannes A. de Gier is stepping



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down from the Board due to his new function as Chairman of SBC Wealth Management, the holding company established in 2003 within the UBS Group, with which the independent private banks and GAM have been integrated. Hans Peter Ming, whose term of office expires in 2004, is not standing for re-election as he has reached retirement age. The Board of Directors will propose the following new members for election: Stephan Haeringer, currently Deputy President of the UBS Group Executive Board, Helmut Panke, Chairman of the Board of Management of BMW AG, Munich, Germany, and Peter Spuhler, owner of Stadler Rail AG, Bussnang, Switzerland. The Board of Directors will consist of ten members – three executive and seven non-executive directors – after these changes.

Executive responsibilities

Marcel Ospel and Alberto Togni, the Chairman and the two executive Vice ChairmenChairman of the Board, have entered into employment contracts with UBS AG in connection with their services on the Board.Board, and are entitled to receive pension benefits upon retirement. In line with Swiss Bankingbanking law they assume clearly defined management responsibilities, separate from ordinary day-to-day management.

     Chairman Marcel Ospel assumes a leading role in mid- and long-term strategic planning, the selection and supervision of top-level management,the CEO and the members of the Group Executive Board, mid-term succession planning, developing and shaping global compensation principles, and the definition of the Group’s risk appetiteprinciples and risk limit structure.capacity. He also actively supports major client and transaction initiatives.

     Credit approval authorities have been delegated by the Board to Vice Chairman Alberto Togni, who brings his decisions to the Chairman’s Office (Chairman and Vice Chairmen) for ratification.

Non-executive Board members

     Vice ChairmanWhereas Johannes A. de Gier assumes an active roleserved in supporting major client relationships andexecutive functions in developingUBS for many years, the strategic direction of the Group. He is also the Chairman of GAM, a specialist asset management firm, part of the UBS Global Asset Management Business Group.

Non-executive Board members

The six other non-executive members of the Board have never had any management responsibility at UBS or for oneany of its subsidiaries, neither have any of their close family members. Also, theNeither these non-executive directors andnor their close family members have not been employed by the Company’s principal Auditors, Ernst & Young.
There are no employment

or service contracts with any of the non-executive members of the Board.them. They receive fixed fees for their Board mandate and for the special functions they assume in the various Board Committees.

Important business connections of non-executive Board members with UBS

UBS as a global financial services provider and the major bank in Switzerland typically has business relationships with most large companies and therefore also with companies in which UBS Board members assume management or non-executive board responsibilities. None of the relationships with companies represented on the Board by their chairman or chief executive is of a magnitude to jeopardize the Board members’ independent judgement, and no non-executive director has personal business relationships with UBS which might impact his independence.
     All relationships with UBS directors and their affiliated companies are in the ordinary course of business and are on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons.

Elections and term of office


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Other activities and functions of
Board members

Mandates on Boards of important corporations, organizations and foundations

Members of the Board of Directors hold the following mandates:
     Marcel Ospel is a member of the FED International Capital Markets Advisory Committee, New York, and holds mandates at the World Economic Forum, the Monetary Authority of Singapore and the International Monetary Conference. He is a member of the Board of the Basel Museum of Art and, until December 2002, was on the Board of the Zurich Opera. He is the Chairman of the “Optimus Foundation”, a charitable foundation of UBS.
     Alberto Togni is a director of Laboratories Thomson Multimedia Ltd., Zurich. He is the Chairman designate of the Board of the Helmut Horten Foundation, Villalta.
     Johannes A. de Gier is a member of the Boards of SHV Holdings N.V., Utrecht, Holland, and of Groupe Lhoist, Saint-Jean-des-Bois, Belgium.
     Peter Böckli is a member of the Board of Directors of Nestlé S.A., Vevey (Switzerland) and of its Audit Committee. He is the Vice Chairman of the Board of Manufacture des Montres Rolex S.A., Bienne (Switzerland). Until 16 December 2002 he also served as a member of the Board of Firmenich International S.A., Geneva.
     Ernesto Bertarelli has been the Vice Chairman of the Board of Serono S.A., Coinsins (Switzerland) since 1991. He is the Chairman of Bertarelli & Cie., Chéserex (Switzerland) and holds various board mandates in professional organizations of the biotech and pharmaceutical industry.
     Sir Peter Davis is a member of the Board of Directors of Shaw’s Supermarkets Inc., Boston, USA, and of Sainsbury’s Supermarkets Ltd., London. He is a member of the Board of the Royal Opera House, London.
     Rolf A. Meyer is a member of the Board of DKSH AG (Diethelm Keller Siber Hegner), Zurich, and the Chairman of its Audit and Finance Committee. He is also a member of the Board of COS Computer Systems AG, Baden (Switzerland), the Chairman of its Audit Committee and a member of its Finance Committee.

     Hans Peter Ming is the Chairman of Sika AG, Baar (Switzerland), and a member of the Board of Pestalozzi AG, Dietikon (Switzerland).

     Lawrence A. Weinbach is the Chairman of Unisys Corporation, Blue Bell, PA, USA, and a member of the Board of Directors of Avon Products Inc., New York, where he is the chairman of the audit committee. He is a trustee and member of the audit committee of Carnegie Hall.

Permanent functions for important interest
and pressure groups

Marcel Ospel is the Treasurer of “Economie-suisse”, the Swiss Business Federation, Zurich.
     Lawrence A. Weinbach is a member of the NYSE Listed Company Advisory Committee, of the National Security Telecommunications Advisory Committee, and a director of the Greater Philadelphia Chamber of Commerce.

Official functions and political mandates

Alberto Togni has been appointed by the Swiss Government to the Board of the Swiss National Bank.
     Peter Böckli acts as expert advising the Federal Government on various legislative projects.
     Hans Peter Ming is the President of the Advisory Commission of the Swiss Government on International Development and Cooperation.

Elections and term of office

The members of the Board of Directors are elected by the AGM for a term of office of fourthree years. The initial term of each member is fixed in such a way as to assureensure that about one fourththird of all the members havehas to be newly elected or reelected every year. The Board will propose to the 2003 AGM to reduce the term of office from four to three years.

     A director shall normally not stand for reelectionre-election if he/she has reached the age of sixty-five when the mandate expires. The Board may propose to the AGM that a director be reelectedre-elected despite having reached this age limit. No director shall, however, hold office beyond the age of seventy.
     The year of first appointment to the Board and the expiry of the current mandate of each Board member are listed in the table on page 95.

pages 81-83.


Internal organization

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Internal organization

After each Annual General Meeting of Shareholders, the Board elects its Chairman and one or more Vice Chairmen and appoints its Secretary. It meets as often as business requires, but at least six times per year. As a rule,In 2003 the Board held six meetings with the members of the Group Executive Board (GEB) participate in Board meetings in an advisory capacity, butparticipating, one telephone



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conference for the final sign-off on the annual financial statements and a two-day strategy seminar. In addition, the Board also holds regular meetingsmet five times without the GEB.

participation of executive management. The Board is organized as follows:

Chairman’s Office

The Chairman operates aChairman’s Office,including the Vice Chairmen, which meets together with the President of the GEBGroup CEO to address fundamental issues for the Group,firm, such as overall strategy, mid-term financial and business planning, mid-term succession plans, global compensation principles, and the risk profile of the Group.firm. It may also hold meetings without the President of the GEB.Group CEO. The Chairman’s Office assumes ultimate approval responsibility in the credit risk process. It also acts as the supervisory body for Group Internal Audit. The Chairman’s Office is responsible for shaping the Corporate Governancecorporate governance of the firm and formulates appropriate principles, which it submits to the Nominating Committee for review and subsequent submission to the full Board. It also assumes responsibility for the long-term succession planning for the Chairman and Board members and reviews, upon proposal by the Chairman and the Group CEO, GEB candidates for appointment or dismissal by the full Board. The members of the Chairman’s Office, as of 31 December 2002,2003, were Marcel Ospel, Chairman, Alberto Togni Johannes A. de Gier and Peter Böckli, Vice Chairmen. Johannes A. de Gier stepped down as Vice Chairman in February 2003, following his appointment as chairman of the newly created holding company, in which UBS’s independent private banks will be integrated. The Chairman’s Office meets 8-12held 12 meetings in 2003. It additionally met five times per year.as supervisory body for Group Internal Audit, with the meetings chaired by Alberto Togni.

Audit Committee

The Board appoints anAudit Committee with three members from among itsthe non-executive, members.independent directors. The Audit Committee assists the Board in monitoring the integrity of the financial statements of the firm, compliance with regard to legal and regulatory requirements, and the qualification, independence and performance of UBS’s external auditors. All members of the Audit Committee have to bebeen determined by the Board as being fully independent and financially literate, and at least one member

mustLawrence Weinbach, chairman, and Rolf Meyer have accounting or financial management expertise.expertise and are therefore considered as “financial experts”, according to the rules established by the US Sarbanes-Oxley Act of

2002. The Audit Committee does not itself perform audits, but supervises the work of the auditors. Its primary responsibility is thereby to monitor and review the organization and efficiency of internal control procedures and the financial reporting process. As of 31 December 2002,2003, Lawrence A. Weinbach was the chairman and Sir Peter Davis and Rolf A. Meyer the additional members of the Committee. The Audit Committee meets 4-6met five times per year.

     Thein 2003, with representatives of the external auditors, the Group Controller and the Head of Group Internal Audit participating. It also held a separate meeting with the Group CEO and two sessions without management participation.

Compensation Committee

The Compensation Committee, comprising three non-executive, independent directors, has responsibility for reviewing the Group compensation policy for submission to the Board and for approving the design of the compensation system for the members of the GEB the President of the GEB and the executive directors. It determines the individual compensation and bonus for the executive directors, the PresidentGroup CEO and the members of the GEB and submits proposals for the compensation of non-executive directors to the executive Boardreviews and approves termination agreements with leaving GEB members. All members are independent from UBS. As of 31 December 2002,2003, the Committee was chaired by Rolf A. Meyer, with Ernesto Bertarelli and Hans Peter Ming as its additional members. The Committee meets 3-5met five times per year.during 2003.
     The

Nominating Committeeis composed of

The Nominating Committee comprises three non-executive, Board members.independent directors. It assumes responsibility for reviewing and proposing to the full Board candidates for Board membership and for supporting the Chairman’s Office and the full Board in evaluating management and Board performance. It reviews the proposals of the Chairman’s Office on Corporate Governance for submission to the full Board. As of 31 December 2002,2003, Peter Böckli was the chairman and Sir Peter Davis and Hans Peter Ming the additional members of the Committee. TheIn 2003, the Nominating Committee meets 2-4 times per year.held four meetings.
     The

Corporate Responsibility Committee comprises members of the Board of Directors, the Group Executive Board and other senior executives. The

In 2001, UBS established a Corporate Responsibility Committee, which determines the company’s policy with respect to corporate responsibility



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and sustainable development, supports awareness within UBS for adherence to international standards in these areas and advises the GEB and other bodies on corporate responsibility. As of 31 December 2002,2003, the Committee was chaired by Marcel Ospel. Additional members were Johannes A. de Gier and Hans Peter Ming, representing the Board, Peter Wuffli, Group CEO, Peter Kurer, Group General Counsel, Clive Standish, Chairman & CEO Asia Pacific, Mark Branson, Chief Communication Officer, Marco Suter, Group Chief Credit Officer, Bob Silver, President and COO of


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the GEB, Marcel Rohner, CEO UBS Wealth Management & Business Banking, Donald B. Marron, Chairman UBS Americas,USA, and Ken Costa, Vice Chairman UBS Warburg.Raoul Weil, Head of Wealth Management International. The Corporate Responsibility Committee met twice during 2003.

Charters and additional information

The Charters of the Board, of the Chairman’s Office and of all itsBoard Committees are available on www.ubs.com/about.boards.

Areas of responsibility of Board of Directors and Group Executive Board

The ultimate responsibility for the strategy and the management of UBS lies with the Board of Directors. In line with Swiss banking law, the Board has delegated the responsibility for day-to-day management to the Group Executive Board. No-oneNo one may be a member of both bodies. The supervision and control of the executive management remains with the Board of Directors. All details as to authorities and responsibilities of the two bodies are governed by the Articles of Association, the Organization Regulations and their Appendices. Please refer to www.ubs.com/about.corporate-governance.

Information and control instruments vis-à-vis the Group Executive Board

The Board of Directors is kept informed onof the activities of the Group Executive Board in various ways. The Chairman of the Board or one of the executiveExecutive Vice ChairmenChairman participate in each

meeting of the GEB in an advisory capacity, thus keeping the Chairman’s Office apprised of all current developments. The minutes of the GEB are filed with the executive Board members and made available for inspection to the non-executive members. At Board meetings, the PresidentGroup CEO and the members of the GEB regularly updatesupdate the Board on important issues.

     Directors may request any information necessary to fulfill their duties. Outside of meetings, any director may request information from members of the Group Executive Board concerning the Group’s business development. Requests for information about individual business relationships or transactions must be addressed to the Chairman of the Board.
     Group Internal Audit monitors compliance of business activities with legal and regulatory requirements and with all internal regulations, directives and guidelines. The internal audit organization, which is independent from management, reports its significant findings to the Chairman of the Board, the Chairman’s Office and the Audit Committee.
     The Group Executive Board submits a quarterly Risk Report to the Board for approval, which updates the Board on all categories of risk and contains a comprehensive assessment of the risk situation of the Group. For details on the organization of Risk Management and Control, please refer to pages 54-5846-49 of this Handbook.



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Corporate Governance
Group Executive Board



Group Executive Board

The Group Executive Board (GEB) has business management responsibility for UBS. The PresidentGroup CEO and the members of the GEB are appointed by the Board of Directors and are accountable to the Chairman and the Board for the firm’s results.

 

Organizational principles and personnel changes

The GEB, and in particular its President, is responsible for the implementation and resultsMembers of the firm’s business strategies, for the alignment of the Business Groups to UBS’s integrated business model and for the exploitation of synergies across the firm. The President also assumes responsibility for business and financial planning, financial reporting and the definition and supervision of risk control. Together with the

Chairman’s Office, the GEB assumes overall responsibility for the development of UBS’s strategies.

     As at 31 December 2002, the GEB consisted of ten members (see list below).
     During the year under review, Markus Granziol, Chairman of UBS Warburg, decided to leave the Company at the end of August after a very successful career at UBS. TheGroup Executive Board of Directors appointed the following new members to the GEB, effective 1 July 2002: John Fraser, Peter Kurer, Marcel Rohner, Clive Standish and Mark Sutton.



The Group Executive Board

The table below provides information on the memberscomposition of the GEBGroup Executive Board as at 31 December 2002:2003. It shows each member’s function in UBS, nationality, year of initial appointment to

the GEB, professional history and education, date of birth, and other activities and functions such as mandates on boards of important corporations, organizations and foundations, permanent functions for important interest and pressure groups and official functions and political mandates.



Peter Wuffli
   
 
Address UBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSGroup Chief
Executive Officer
NationalitySwiss
Year of initial
appointment
NamePosition heldto the GEB

Peter A. WuffliPresident 1998

Stephan HaeringerDeputy President1998

John P. CostasChairman and Chief Executive Officer UBS Warburg2001

John A. FraserChairman and Chief Executive Officer UBS Global Asset Management2002

Georges GagnebinChairman UBS Wealth Management & Business Banking2000

Joseph J. Grano Jr.Chairman and Chief Executive Officer UBS PaineWebber2001

Peter KurerGroup General Counsel2002

Marcel RohnerChief Executive Officer UBS Wealth Management & Business Banking2002

Clive StandishChairman and Chief Executive Officer Asia Pacific2002

Mark B. SuttonPresident and Chief Operating Officer UBS PaineWebber2002

The business address of all members of the Group Executive Board is UBS AG, Bahnhofstrasse 45, CH-8098 Zurich, Switzerland.


Professional History, Education and Date of Birth
Peter A. Wuffliwas named President of the Group Executive Board on 18 December 2001.2001 and Group CEO in 2003. Previously he was Chairman and CEO of UBS Asset Management, and from 1998 to 1999 Group Chief Financial Officer of UBS. From 1994 to 1998, he was the Chief Financial Officer

at Swiss Bank Corporation (SBC) and a member of SBC’s Group Executive Committee. In 1984, he joined McKinsey & Co as management consultant where he became a partner in 1990. He was a freelance economics reporter for “Neue Zurcher Zeitung” before joining McKinsey. Mr. Wuffli graduated in economics and social sciences from the University of St. Gallen and


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holds a doctor’s degree in international management. He was born on 26 October 19571957.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Peter Wuffli is a Swiss citizen.
Board member of the Zurich Opera House and of the Institute of International Finance Inc., Washington DC. He is the Vice Chairman of the Board of IMD International Institute for Management Development in Lausanne (Switzerland) and the Treasurer of the Swiss-American Chamber of Commerce in Zurich.



Stephan Haeringeris
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSDeputy President of the Group Executive Board
NationalitySwiss
Year of initial appointment to the GEB1998 (proposed for election to the Board of Directors at the AGM 2004)

Professional History, Education and Date of Birth
Stephan Haeringer has been Deputy President of the Group Executive Board after having beensince 2002. He was the CEO of UBS Switzerland and of its Private and Corporate Clients business unit until mid-2002. Hefrom 2000 and the Division Head of Private and Corporate Clients from 1998. Mr. Haeringer has held several positions withassumed a broad variety of responsibilities within UBS over the last three decades. From 1996 to 1998, he was Chief Executive Officer Region Switzerland of Union Bank of Switzerland. From 1991 to 1996, he served as Division Head Private Banking and Institutional Asset Management. In 1991, he was appointed member of the Group Executive Board, after having been an Executive Vice President since 1987. In 1988 he became Head of the Financial Division. During the years 1967 to 1988, Mr. Haeringer assumed various management roles within the areas of Investment Counseling, Specialized Investments, Portfolio Management, Securities Administration and Collateral Loans. He received professional training at Williams de Broe Hill Chaplin & Cie, London, and at Goldman Sachs & Co. and Brown Brothers Harriman in New York. Mr. Haeringer was born on 6 December 19461946.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Stephan Haeringer is a member of the Board of Directors of Robert Bosch Internationale Beteiligungen AG, Zurich, a member of the Board of the Helmut Horten Foundation, Croglio (Ticino, Switzerland), and a member of the Board Committee of the Zurich Chamber of Commerce.
Permanent functions for important interest and pressure groups:
Stephan Haeringer is the Vice Chairman of the Swiss citizen.Bankers Association, Basel.



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John P. Costasis
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSChairman and Chief Executive Officer Investment Bank
NationalityAmerican (US)
Year of initial appointment to the GEB2001

Professional History, Education and Date of Birth
John P. Costas has been Chairman & CEO of UBS Warburg.the Investment Bank since 2002, having been CEO since 2001. He was President and Chief Operating Officer of UBS Warburg from the beginning of 2001, after having beenand COO and Global Head Fixed Income.Income from 1999. Mr. Costas joined Union Bank of Switzerland in 1996 as Head of Fixed Income. From 1981 to 1996 he was atwith Credit Suisse First Boston, his last position being co-head of Global Fixed Income. Mr. Costas graduated from the Tuck School at Dartmouth with an MBA in Finance and holds a BA in political science from the University of Delaware. He was born on 27 January 19571957.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
John Costas is a US citizen.member of the New York City Partnership & Chamber of Commerce, Inc.



John A. Fraser
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSChairman and Chief Executive Officer Global Asset Management
NationalityAustralian
Year of initial appointment to the GEB2002

Professional History, Education and Date of Birth
John A. Fraser was appointed as Chairman & CEO of UBSthe Global Asset Management Business Group in late 2001. Immediately prior to that, he was President and COO of UBS Asset Management and Head of Asia Pacific. HeFrom 1994 to 1998 he was headExecutive Chairman and CEO of the Australian business of the predecessor organization of UBS Asset Management from late 1994. He joined the then SBC Australia as Executive Director in 1993.Funds Management Ltd. Before joining UBS, Mr Fraser was Deputy Secretary (Economic) of the Australian Treasury. Mr. Fraser joinedheld various positions at the Australian Treasury, in 1973 and, during a 20 year career, held a number of appointments including two international postings to Washington DC - first, at the International Monetary Fund and, second, as Minister (Economic) at the Australian Embassy. From 1990 to 1993 he was Deputy Secretary (Economic) of the Australia Treasury. Mr. Fraser

graduated from Monash University in Australia in 1972 withand holds a first class B.Econ. (Hons.).honours degree in economics. He was born on 8 August 19511951.



Georges Gagnebin
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Functions in UBSChairman
Wealth Management
& Business Banking
NationalitySwiss
Year of initial appointment to the GEB2001

Professional History, Education and is an Australian citizen.Date of Birth
Georges Gagnebinis the Chairman of UBSthe Wealth Management & Business Banking Business Group, after having been the CEO of the Private Banking unit of UBS Switzerland from 2000 to mid-2002. Before holding this function, he was the Head of the International Clients Europe, Middle East & Africa business area in the Private Banking division. As of 1992 he was named member of the SBC Group Executive Board. In 1990 he became head of the Finance & Investment group of SBC in Lausanne, after having served as Head of Finance & Investment at SBC in BerneBern from 1982-1990. Between 1985 and 1987 he was assigned for training purposes to SBC in the USA. Mr. Gagnebin, who holds the Swiss Federal Bank Official diploma, began his career in 1969 at SBC in Berne,Bern, after having been with the Cantonal Bank of BerneBern from 1966 to 1969. Mr. Gagnebin was born on 3 March 19461946.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Georges Gagnebin is a Swiss citizen.member of the Board of the International Center for Monetary and Banking Studies (ICMB), Geneva, and of the UBS Optimus Foundation.



Joseph J. Grano Jr.,
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSChairman and Chief Executive Officer Wealth Management USA
NationalityAmerican (US)
Year of initial appointment to the GEB2001 (stepped down from the GEB in January 2004)

Professional History, Education and CEODate of UBS PaineWebber,Birth
Joseph J. Grano, Jr. joined the UBS Group Executive Board on 1 January 2001 after the merger of PaineWebber with UBS. In 1994, he was named President of PaineWebber Inc. New York. He joined PaineWebber in 1988 as President of Retail Sales and Marketing. Before working for PaineWebber, Mr. Grano was with Merrill Lynch for 16 years holding various senior management positions including director of National Sales for Merrill Lynch Consumer Markets. Prior to joining Merrill Lynch in 1972, Mr. Grano served for five years in the US Special Forces. He is anholds honorary doctordoctor’s degrees of laws from the Pepperdine University, and of Humane Letters.Letters from the City University of New York. Mr. Grano was born on 7 March 19481948.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Joseph J. Grano is a member of the Board of Trustees of the Lenox Hill Hospital, New York, of the Board of Trustees of the PaineWebber Foundation, New York, and of the Council for the US citizen.& Italy, Washington, DC.
Official functions and political mandates:
Joseph J. Grano is the Chairman of the US President’s Homeland Security Advisory Council.



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Peter Kurer
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSGroup General Counsel
NationalitySwiss
Year of initial appointment to the GEB2002

Professional History, Education and Date of Birth
Peter Kurer has been the Group General Counsel since 2001, when he joined UBS. Between 1991 and 2001 he was a partner at the Homburger law firm in Zurich. Between 1980 and 1990 he was with Baker & McKenzie in Zurich, first as associate, later as partner, after having been a law clerk at the District Court of Zurich. Mr. Kurer graduated as a doctor iuris from the University of Zurich and was admitted as attorney-at-law in Zurich. He holds an LL.M. from the University of Chicago. HeChicago and was born on 28 June 19491949.



Marcel Rohner
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSChief Executive Officer
Wealth Management
& Business Banking
NationalitySwiss
Year of initial appointment to the GEB2002

Professional History, Education and is a Swiss citizen.Date of Birth
Marcel Rohnerwas appointed to CEO of UBS Wealth Management & Business Banking in 2002. Until then, he served as COO and Deputy CEO of the Private Banking unit of UBS Switzerland.Switzerland from 2001 until mid-2002. In


102


1999 he was named Group Chief Risk Officer. In 1998 he becameOfficer, after having been Head of Market Risk Control.Control of Warburg Dillon Read since 1998. Between 1993 and 1998, Mr. Rohner was with Swiss Bank Corporation’s investment banking arm. In 1995 he was appointed Head of Market Risk Control Europe. Mr. Rohner graduated with a Ph.D in economics from the University of Zurich and was a teaching assistant at the Institute for Empirical Research in Economics at the University of Zurich from 1990 to 1992. He was born on 4 September 19641964.

Other activities and functions

Mandates on Boards of important corporations, organizations and foundations:
Marcel Rohner is a member of the Admission Board and the Committee of the Admission Board of the SWX Swiss citizen.Exchange, Zurich.



Clive Standishis
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSChairman & Chief Executive Officer Asia Pacific (Group Chief Financial Officer from 1 April 2004)
NationalityBritish
Year of initial appointment to the GEB2002

Professional History, Education and Date of Birth
Clive Standish has been Chairman and CEO Asia Pacific.Pacific since 2002. In 1998, he was named CEO Asia Pacific of Warburg Dillon Read. Between 1991 and 1998 Mr. Standish was with Swiss Bank Corporation (SBC). In 1997 he was appointed Deputy Chairman Asia Pacific of SBC Warburg Dillon Read. Between 1994 and 1997 he served as Managing Director and CEO of SBC Warburg Dillon Read Australia. In 1991 he was appointed Head of Capital Markets and Managing Director of SBC Dominguez Barry Limited. Between 1983 and 1991, Mr. Standish was Founding Executive Director at Dominguez Barry Samuel Montagu Limited, after having been a partner with Dominguez & Barry Partners from 1979 to 1983. Mr. Standish started his professional career in 1972 with NM Rothschild & Sons Limited in London.London, after having completed high school. He was born on 17 March 19531953.



Mark Sutton
AddressUBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Function in UBSPresident and Chief Operating Officer Wealth Management USA (CEO as from 2004)
NationalityAmerican (US)
Year of initial appointment to the GEB2002

Professional History, Education and is a British citizen.Date of Birth
Mark B. Suttonis was President and Chief Operating Officer of UBS PaineWebber. He was with PaineWebber Inc. between 1995from 2002 and 2000.head of the PaineWebber US Private Client Group since 2001. In 1998 he was named President of the Private Client Group. In 1995 heMr. Sutton became Executive Vice President in 1995 after the acquisition of Kidder, Peabody & Co., where, between 1992 and 1994, he served as CEO of the Investment Services Division and CEO of the Brokerage Unit. Previously he was active at Mitchell Hutchins Asset Management, a subsidiary of PaineWebber. Between 1984 and 1987, he served as Division Manager at PaineWebber, Austin, Texas. Mr. Sutton first joined a predecessor company of PaineWebber, Rotan Mosle, as a financial advisor in 1980, after having assumed the same function with Merrill Lynch in Fayetteville, Arkansas from 1978 to 1980. He holds a bachelor of science in finance from the University of Arkansas, Fayetteville. Mr. Sutton was born on 19 October 19541954.

Other activities and is a US citizen.

functions

Other activities and functions of GEB members

Mandates on Boards of important corporations, organizations and foundationsfoundations:

MembersMark Sutton is a member of the Board of the Securities Industry Association, Washington D.C.



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Responsibilities, authorities and organizational principles

The GEB has executive management responsibility for the following mandates:

Peter Wuffli is a Board member of the Institute of International Finance Inc., Washington DC. He is the Vice Chairman ofGroup and is accountable to the Board of IMD International Institute for Management Development in Lausanne (Switzerland) and a Vice President of the Swiss-American Chamber of Commerce in Zurich.
Stephan Haeringer is a member of the Board of Directors of Robert Bosch Internationale Beteiligungen AG, Zurich, and a member of the Board Committee of the Zurich Chamber of Commerce.
John Costas is a member of the New York City Partnership & Chamber of Commerce, Inc.
John Fraser has been a member of the board of Australian Stock Exchange since 1997.
Georges Gagnebin is a member of the Foundation Board of the International Center for Monetary and Banking Studies (ICMB), Geneva, and of the UBS Optimus Foundation.
Joseph J. Grano is a member of the Board of Trustees of the Lenox Hill Hospital, New York, and of the Council for the US & Italy, Washington, DC.
Peter Kurer was a member of the Board of Directors of Holcim Ltd., Zurich, until the end of financial year 2002.
Marcel Rohner is a member of the Admission Board and the Committee of the Admission Board of the SWX Swiss Exchange, Zurich.

Permanent functions for important
interestthe firm’s results. The GEB, and pressure groups

Stephan Haeringerin particular the CEO, is responsible for the Vice Chairmanimplementation and results of the Swiss Bankers Association, Basel.

Official functionsfirm’s business strategies, for the alignment of the Business Groups to UBS’s integrated business model and political mandatesfor the exploitation of synergies across the firm. The GEB fosters an entrepreneurial leadership spirit throughout the firm. Together with the Chairman’s Office, the GEB assumes overall responsibility for the development of UBS’s strategies. The authorities of the GEB are defined in the Organization Regulations, which are available on the internet at www.ubs.com/corporate-governance.

Personnel changes in 2004

Joseph J. Grano isJr. stepped down from the GEB in January 2004, handing over the CEO function of the Wealth Management USA Business Group to Mark Sutton, previously President and Chief Operating Officer of Wealth Management USA. Joe Grano remains Chairman of the US President’s Homeland Security Advisory Council.Wealth Management business until mid-2004. Clive Standish, Chairman & CEO of Asia Pacific, will assume the function of Group Chief Financial Officer as of 1 April 2004. Stephan Haeringer, currently Deputy President of the GEB, is proposed for election to the Board of Directors at the AGM of 15 April 2004. The GEB will consist of eight members after these changes.

Management contracts

UBS has not entered into any management contracts.



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Corporate Governance
Compensation, Shareholdings and Loans



             Compensation, Shareholdings and Loans

Compensation, Shareholdings and Loans

UBS seeks to attract, retain, motivate, develop and developretain highly qualified people for senior management positions, thereby ensuring the sustainable creationpositions. Compensation of shareholder value. UBS is prepared to provide its senior executives with superior compensation in returnis closely linked to the achievement of sustainable shareholder returns and provides appropriate incentives for superior performance.long-term value creation.

 

Compensation principles

SeniorComponents of senior executive compensation principles and authorities

Components of compensation

Compensation for senior executives1 and the Group Managing Board (GMB) consists of a base salary and a performance-based incentive component. This incentive component is determined on a discretionary basis considering the performance data described below, and generally represents a substantial portion of total compensation. A significant portion of the incentive component is paid in the form of restricted or deferred UBS shares.
     Performance assessmentsCompensation levels are based on the firm’s and the individual’s performance and are highly variable from year to year, in line with the profitability of the firm. As such, should UBS Group and Business Group performance increase from the prior-year, exceed established business plan targets and outperform competitor trends, the compensation of senior executives and the GMB will clearly reflect this, as 2003 numbers show. The converse would, of course, also be true.
     Incentive award targets are established annually on the basis of each executive’s role, performance trend over time, functional responsibilities and competitive practices for comparable positions. Actual incentive awards are made after the end of the financial year based on measurement of current against prior-year results and against set business plan targets. Additionally, they consider both qualitative and quantitative and qualitative factors, and include a balanced assessment of both current financial results andsuch as individual key performance indicators of the respective business, which are longer-termlong-term value drivers crucial to the firm’s ability to deliver future performance and growth. In conducting its assessments of executive performance, UBS reviews changes to its overall performance and the performance of its individual businesses over time, results achieved against specifically established performance targets, and results compared to competitor performance — to the extent that such data are available.
     Compensation levels are strongly correlated with performance assessments and are highly variable from year to year. As such, should UBS Group and Business Group performance decline from the prior year, lag behind established performance targets and trail competitor trends, the compensation of senior executives and the GMB will clearly reflect this. The converse is also true.
     An annual examination of competitor pay practices is conducted to ensure that our compensation policies and practices continue to support the objectives of attracting outstanding new

executives, motivating and retaining valuable employees, and delivering sustained superior returns to shareholders.

Executive share ownership commitmentprograms

It is UBS’s long-standing policy to strongly encourage significant levels of stock ownership among its senior executives and the members of the GMB, aligning the interests of management closely with those of shareholders. Share ownership is encouraged in the following ways:
 A significant portion (25% to 50%) of each senior executive’s or GMB member’s annual performance-based incentive compensation is delivered on a mandatory basis in the form of restricted or deferred UBS shares. Shares of Swiss participants are restricted from sale for five years, due to tax reasons. Normally shares of all participants are vesting during a period of five years. Prior to vesting, the shares can be forfeited in clearly defined circumstances, primarily if the executive is joining a competitor.
 Executives are also eligible for highly selective discretionary stock option awards, which vest over time,three years after grant date, and are made separately from regular annual incentive awards. Stock options are usedas long-term incentives, to reward exemplary performance as well as superior leadership skills and potential. The strike price for such options is set at up to 110% of the average high and low sale price of the UBS shares at a defined date. Options normally vest after three years and remain exercisable for a further seven years. Any unvested options will generally be forfeited if the executive leaves the company.
 Additional incentives are provided for senior executives and GMB members who voluntarily elect to take an even greater portion of their annual performance-based incentive compensation in the form of restricted or deferred UBS shares. Executives opting to



1 “Senior executives” includes, as defined by the SWX Directive, the executive members of
the Board of Directors and the members of the Group Executive Board.


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take a greater than mandatory proportion of their annual incentive in restricted or deferred UBS shares receive additional stock options.
 Senior executives and GMB members are required to accumulate over a certain period of time, and then hold, a significant number of UBS shares.

Components of non-executive directors’ remuneration

Remuneration of non-executive directors is not performance-related. They receive a base fee of CHF 300,000 plus CHF 350,000 for a Committee chairmanship and CHF 200,000 for each Committee membership. Remuneration is paid either 50% in cash and 50% in UBS restricted shares or 100% in restricted shares, according to the individual director’s election. Shares are attributed with a price discount of 15% and are restricted from sale for four years.

Governance

No one at UBS has any approval authority for his/her own compensation. The approval of senior executive compensation recommendations and the design of senior executive compensation systems (plan design, performance measures, pay/performance relationship) are subject to a rigorous process which ensures that decisions are taken at least at two organizational levels above the executive concerned. No-one has any approval authority for his/her own compensation. The following is a



1 “Senior executives” includes, as defined by the SWX Swiss Exchange Directive, the executive members of the Board of Directors and the members of the Group Executive Board (GEB).


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description of the decision making process for different executive populations:populations and the non-executive directors:
 Group Managing Board members: compensation recommendations are developed by the responsible member of the Group Executive Board. Recommendations are reviewed and approved by the President of the Group Executive Board.CEO. For GMB members in the Corporate Center, who report directly to the President,Group CEO, approval by the Chairman is required. The compensation system for the Group Managing Board is subject to the approval of the Chairman’s Office.
 Group Executive Board members: Compensation recommendations are developed jointly by the President of the Group Executive BoardCEO and the Chairman of the Board. The Compensation Committee of the Board of Directors reviews and approves the design of the compensation system for the Group Executive Board and all resulting compensation recommendations.

 President of the Group Executive BoardCEO and Executive Vice Chairmen: Compensation recommendations are developed by the Chairman of the Board. The Compensation Committee of the Board of Directors reviews and approves the design of the compensation system for the President of the Group Executive BoardCEO and the Executive Vice Chairmen and all resulting compensation recommendations.
 Chairman of the Board: On behalf of the full Board of Directors, the Compensation Committee of the Board of Directors has authority to develop and approve the design of the compensation system for the Chairman of the Board and all resulting compensation recommendations.decisions.
 Non-executive members of the Board: ProposalsThe remuneration system for the remuneration of the non-executive directors are preparedis developed by the Compensation Committee and submitted to the executive Board members for approval. Individual remuneration of each non-executive director is related to the positions they hold.

Employee share ownership commitment

Below the senior executive level, significant numbers of employees are required to take a portion of their annual performance-based compensation in the form of restricted or deferred UBS shares, employee stock options, or a combination of both. Additionally, they are provided with opportunities to own stock through various voluntary programs.

     UBS believes that broader-based employee stock ownership will further enhance its ability to deliver superior shareholder returns by increasing the alignment between the interests of employees and shareholders. Broader employee share ownership will be achieved in the following ways:
The best performing and highest potential employees are also eligible for highly selective discretionary stock option awards which vest over time. These awards are intended to provide the greatest degree of shareholder alignment among the emerging pool of future UBS leaders, senior managers and technical experts, and to enhance UBS’s appeal in the competitive market for the best managerial, financial and technical talent.
Employee incentive awards above a certain threshold are delivered, on a mandatory basis, in restricted or deferred UBS shares, or a combination of shares and employee stock options that vest over time. The threshold varies by business and labor market. Generally, employees are further encouraged to voluntarily elect to defer a portion of their incentives into UBS shares in exchange for additional stock options, or to diversify into an array of funds including those managed by UBS fund managers. UBS believes it is important to provide employees the opportunity and incentive to voluntarily invest into UBS shares, but where possible also to encourage employees to consider the same wealth management principles in diversifying their personal portfolios as they would apply to a client.
All UBS employees (unless prohibited by local law) are eligible to participate in a program called Equity Plus which is a global adaptation of a program that was implemented at PaineWebber before its merger with UBS in November 2000. Equity Plus enables UBS employees in over 45 countries to voluntarily elect to purchase a limited number of UBS shares with after-tax funds either from their incentive awards or base salaries, and receive two UBS stock options for every share acquired and held for two years. The stock options vest after two years as well. The goal of this program is to motivate employees at all levels to become partners in UBS’s success. Over the last two years since Equity Plus was launched as a global program, nearly a quarter of UBS employees have elected to participate.


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Compensation for acting members of the Board of Directors (Board)(BoD) and the Group Executive Board (GEB)

Executive members of the Board and members of the GEB

The total of all compensation for the financial year 20022003 (cash payments, employer’s contribution to retirement benefit plans, benefits in kind and fringe benefits) for the threetwo executive members of the Board of Directors, the ten members of the Group Executive Board and Johannes A. de Gier, who stepped down as executive director during first quarter 2003, was CHF 81,423,820. The table on the two former membersnext page provides details as to cash component, employer’s contribution to retirement benefit plans, benefits in kind and fringe benefits, as well as fair value of the GEB who left the Company in 2002 (Luqman Arnold on 31 January 2002,shares and Markus Granziol on 31 August 2002) was as follows:

Cash component
(base salary, cash part of bonus)
CHF 89,499,015

Employer’s contributions to retirement benefit plansCHF 1,320,220

Benefits in kind, fringe benefits
(at market value)
CHF 1,019,000

options granted. It also shows prior-year numbers.
     In Switzerland, senior executives participate in UBS’s general pension plans, which are composed ofcomprise a basic component operated on the defined benefit principle, a savings plan and a defined contribution plan. The cap compensation amount to be included in these plans is set at CHF 730,000 for all employees. This translates into a maximum annual pension of CHF 259,000256,000 after retirement plus a one-off pay-out of accumulated capital from the savings plan in the maximum amount of CHF 217,052.



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Compensation for executive members of the BoD and members of the GEB 1

         
in CHF      
For the year ended 31.12.03  31.12.02 2 
 
Cash component (base salary, cash portion of bonus)  79,204,558  89,499,015 
Employer’s contributions to retirement benefit plans  1,225,543  1,320,220 
Benefits in kind, fringe benefits (at market value)  993,719  1,019,000 
 
Restricted UBS shares (at fair value) 3
  64,176,428  41,006,156 
Restricted UBS options (at fair value) 4
  12,752,019  14,268,501 
 
1Total compensation numbers exclude merger-related retention payments for the two ex-PaineWebber executives of CHF 21,119,238 (USD 17,038,514) in 2003 and CHF 20,631,522 (USD 14,913,742) in 2002. These retention payments were committed at the time of the merger in 2000 and fully disclosed at the time. 2Total compensation for financial year 2002 includes three executive BoD members, the 10 acting GEB members as per 31 December 2002 and two former GEB members who left the company in 2002. 3Share price applied: CHF 95.30 / USD 76.40 for 2003, CHF 61.00 / USD 45.10 for 2002. 4Fair value per option: CHF 12.33 / USD 9.90 for 2003, CHF 16.30 / USD 11.74 in 2002.

Compensation for non-executive members of the BoD

         
in CHF      
For the year ended 31.12.03  31.12.02 1 
 
Cash component  1,889,097  1,825,000 
Restricted UBS shares (at fair value) 2
  3,513,044  1,705,865 
 
1 Total compensation for the financial year 2002 includes compensation for seven non-executive directors (the acting members of the Board of Directors as of 31 December 2002 and one former member who stepped down at the AGM in 2002). 2Share price applied: CHF 95.30 for 2003, CHF 61.00 for 2002.

     Benefits in kind and fringe benefits include car leasing and company car allowances, staff discount on banking products and services, health and welfare benefits and general expenses allowances. Definitions and amounts of benefits differ from country to country, according to local industry standards.
     In addition to the cash payments and benefits in kind, this group of senior executives were granted 353,880 CHF-shares and 311,255 USD-shares (for details see paragraph below), with a fair value of CHF 41,006,156. In June 2002 this group of senior executives were granted 470,000 CHF long-term incentive (LTI) options and 380,000 USD LTI options (for details see paragraph below) for financial years 2001 and 2002. At fair value these options were worth CHF 14,268,501. No such award was made in 2001.

Non-executive members of the Board

Non-executive members of the Board may elect

to receive their remuneration (base Board fee plus fees for chairs and memberships of Board Committees) either 50% in cash and 50% in restricted UBS shares or 100% restricted UBS shares. Shares are attributed with a price discount of 15% and are restricted for four years.

The sixseven non-executive Board members together with Markus Kündig, who stepped down at the AGM on 18 April 2002,(Johannes A. de Gier for nine months only) were paid CHF 1,825,0001,889,097 in cash for the financial year 2002.2003. According to internal rules on senior executive’s mandates, fees due to Johannes de Gier were credited to SBC Wealth Management AG, the UBS holding company where he has been employed as chairman as from 1 April 2003.
     TheyThe six external directors elected to receive 27,96536,863 shares, which at fair value were worth CHF 1,705,865.3,513,044.

Additional severance payments

As a matter of policy, UBS does not pay any additional severance in addition to the salary and bonus entitlements of a leaving member of the Board or the GEB. Whether or not payments for such running entitlements are made in the form of final bonus or severance, they are included in the numbers reported above under compensation for acting members of the Board and the GEB.

Compensation for former members
of the Board and GEB

Former members of the Board of Directors or the Group Executive Board were not paid any compensation during the year under review, neither in cash nor in kind.

Share grants for the year under review

Executive Board members and
members of the GEB

The threetwo executive Board members, and the ten GEB members and Johannes A. de Gier (for first quarter 2003) were granted 353,880307,609 shares, valued at CHF 6195.30 per share (average sale price of UBS shares at virt-x over the last ten trading days of January 2003)February 2004), and 311,255368,132 shares, valued at USD 45.1076.40 per share (average sale price of UBS shares at the NYSE over the last ten trading days of January 2003)February 2004). These shares are blocked for five years.
     Related parties of these senior executives were not granted any shares.

Non-executive Board members

The six non-executive Board members were granted 27,96536,863 shares, at a discounted value of CHF 51.8581 per share. The shares are blocked for four years. Related parties are not granted any shares.



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Share ownership

Executive Board members and members of the GEB

The two executive Board members, Johannes A. de Gier and the ten members of the GEB, and parties closely linked to them, held 3,065,276 UBS shares at year-end 2003. No individual BoD or GEB member holds 1% or more of all shares issued.

Non-executive Board members

The six non-executive external Board members and parties closely linked to them held 84,941 UBS shares as of 31 December 2003.

Options grants for the year under review

Executive Board members and members of the GEB

The two executive BoD members, the ten GEB members and Johannes A. de Gier were granted 457,000 CHF-options and 580,000 USD-

options in 2003 as a long-term incentive. The strike price was CHF 65 and USD 48 respectively, ten percent above the average high and low sale price at the virt-x and the NYSE respectively on the last trading day in January 2003. Options vest three years after grant and will expire ten or ten and a half years from the date of grant.

Non-executive Board members

Non-executive Board members were not granted any options.

Options held

Executive Board members and members of the GEB

The group of senior executives held the following options on UBS shares as of 31 December 2003. Options held by Johannes A. de Gier that were granted to him as a senior executive are included in the table below.



Options held as of 31 December 2003

           
Number Year Vesting Expiry Subscription Strike
of options of grant date date ratio price
 
87,882 1998 26/05/03 26/05/04 1:1 CHF 85.12
 
64,616 1998 26/05/03 26/08/04 1:1 CHF 85.12
 
72,006 1998 01/07/03 30/06/04 1:1 CHF 56.67
 
79,566 1999 26/02/02 26/02/05 1:1 CHF 79.00
 
396,000 2000 01/02/03 01/02/06 1:1 CHF 66.67
 
360,000 2001 24/01/04 24/01/08 1:1 USD 57.80
 
3,000 2001 28/02/04 29/02/08 1:1 USD 53.39
 
2,006,490 2001 20/02/04 20/02/09 1:1 CHF 100.00
 
290,828 2002 20/02/05 31/01/12 1:1 CHF 77.75
 
568,663 2002 31/01/05 31/01/12 1:1 USD 45.26
 
2,000 2002 28/02/04 29/02/12 1:1 USD 46.24
 
255,000 2002 28/06/07 28/06/12 1:1 CHF 80.75
 
380,000 2002 28/06/05 28/06/12 1:1 USD 54.50
 
367,960 2002 20/02/05 31/07/12 1:1 CHF 77.75
 
215,000 2002 28/06/05 28/12/12 1:1 CHF 80.75
 
60,000 2003 31/01/06 31/01/13 1:1 CHF 65.00
 
580,000 2003 31/01/06 31/01/13 1:1 USD 48.00
 
2,000 2003 28/02/05 28/02/13 1:1 USD 41.61
 
427,000 2003 31/01/06 31/07/13 1:1 CHF 65.00
 
In addition, this group of senior executives held the following warrants as of 31 December 2003:
 
120,264 2000 20/03/03 01/04/04 16.67:1 CHF 75.00
 



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Share ownership
 
Executive Board members and members of the GEB
The three executive Board members and the ten members of the GEB, and parties closely linked to them, held 2,096,603 UBS shares at year-end 2002. No individual BoD or GEB member holds 1% or more of all shares issued.
Non-executive Board members
The six non-executive Board members and parties closely linked to them held 42,768 UBS shares as of 31 December 2002.
Options
Executive Board members andCorporate Governance
members of the GEB
The three executive Board members and the ten GEB members held the following options on UBS shares as of 31 December 2002:

                     
Number Year  Vesting  Expiry  Subscription    Strike 
of options of grant  date  date  ratio    price 

122,657 1997  24/06/02  24/06/03  1:1   CHF 61.91

40,002 1998  01/07/01  30/06/04  1:1   CHF 56.67

12,277 1998  26/05/03  26/05/04  1:1   CHF 85.12

140,214 1998  26/05/03  26/08/04  1:1   CHF 85.12

48,006 1998  30/06/03  30/06/04  1:1   CHF 56.67

119,544 1999  26/02/02  26/02/05  1:1   CHF 79.00

546,000 2000  01/02/03  01/02/06  1:1   CHF 66.67

2,006,490 2001  20/02/04  20/02/09  1:1   CHF 100.00

290,828 2002  20/02/05  31/01/12  1:1   CHF 77.75

300,491 2002  20/02/05  31/07/12  1:1   CHF 77.75

235,000 2002  28/06/05  28/12/12  1:1  CHF 80.75

140,000 2002  28/06/07  28/06/12  1:1  CHF 80.75

95,000 2002  28/06/07  28/06/12  1:1  CHF 80.75

3,000 2001  29/02/04  29/02/08  1:1  USD 53.39

360,000 2001  24/01/04  24/01/08  1:1   USD 57.80

568,663 2002  31/01/05  01/01/12  1:1   USD 45.26

2,000 2002  29/02/04  29/02/12  1:1   USD 46.24

380,000 2002  28/06/05  28/06/12  1:1   USD 54.50

                     
In addition, this group of senior executives held the following warrants as of 31 December 2002:
                     

24,558,529 2000  20/03/03  01/04/04  16.67 : 1   CHF 75.00

Non-executive Board members

The external non-executive Board members do not hold any options.

Additional honorariums and remuneration

No material additional honorariums and remuneration were paid to any of the Board or GEB members.

Loans granted to members of the Board
the Board and the GEB

Granting loans is part of the ordinary business of UBS, andUBS. Executive members of the Board and the members of the GEB have been granted loans, fixed advances and mortgages at the same terms and conditions as other employees, based on third-party conditions adjusted for reduced credit risk. In 2002, a thorough review of outstanding loans to senior executives was performed to ensure compliance with the US Sarbanes-Oxley Act of 2002. New loans and mortgages are now granted at general market conditions with no preferential rates.

Loans and advances to non-executive Board members and related parties are transacted on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons.
     A thorough review of all outstanding loans For details see Note 33 to senior executives and Board members was performed in 2002 in order to ensure compliance with the new requirements of the US Sarbanes-Oxley Act, which limit or prohibit the extension of credit by UBS to certain of its executive officers. New loans and mortgages are now granted at general market conditions, with no preferential rates.Financial Statements.

Loans granted to executive Board members and members of the GEB

As of 31 December 2002,2003, collateral loans and fixed advances of CHF 14,425,0009,882,000 were receivable from executive Board members and members of the GEB, and mortgages in the amount of CHF 13,264,00013,704,000 had been granted to this group

of senior executives and their close family members.

Loans granted to non-executive
Board members

Loans and mortgages granted to non-executive Board members and companies related to them amounted to CHF 140.5 million.80.5 million, including guarantees, contingent liabilities and committed credit facilities.

Highest total compensation

Total compensation of the highest paid member of the Board of Directors, Chairman Marcel


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Ospel, amounted to CHF 11,341,58817,232,588 for financial year 2002,2003, including 75,15578,698 restricted UBS shares. In addition, 75,000127,000 options were granted as part of the senior executivea long-term incentive (LTI) award made in June 2002 for financial years 2001 and 2002.award. At fair value these options were worth CHF 1,222,500. No such award was made in 2001.1,565,910.

Additional information on equity-based
compensation and retirement benefit plans

Note 32 to the UBS Group Financial Statements provides comprehensive information on the

Group’s various Equity Participation Plansequity participation plans for employees on various levels of the organization. It shows pro-forma results under the assumption of expensing options at fair value rather than charging their intrinsic value at grant date. The Financial Report 20022003 also provides information on how business unit results would have been impacted if options granted to employees had been expensed (please refer to “Review ofthe Business Group performance”Results on page 35)41).

     Note 31 to the UBS Group Financial Statements describes the various retirement benefit plans established in Switzerland and in major foreign markets.



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Shareholders’ Participation Rights



Shareholders’ Participation Rights

UBS is committed to makemaking it as easy as possible for shareholders to take part in its decision-making processes. All 210,000 registered shareholders — nearly 220,000 —and some 50,000 US shareholders registered via nominee companies receive regular written information about the firm’s activities and performance and are personally invited to shareholder meetings.

 

Relations with shareholders

UBS fully subscribes to the principle of equal treatment of all shareholders, ranging from large investment institutions to individual investors, and regularly informs them about the development of the company of which they are co-owners.

     The Annual General Meetings offerMeeting offers shareholders the opportunity to raise any questions regarding the development of the company and the events of the year under review. The members of the Board of Directors and Group Executive Board, as well as the internal and external auditors, are present to answer these questions.

Voting rights, restrictions and representation

UBS is committed to making it as easy as possible for shareholders to take part in its decision-making processes and therefore places no restrictions on share ownership and voting rights. Only voting rights of nominee companies and trustees, who normally represent a great number of individual shareholders, are limited to a maximum of 5% of outstanding UBS shares in order to avoid the risk of unknown shareholders with large stakes being entered into the share register. Securities clearing organizations such as the Depository Trust Company (DTC) in New York and SegaInterSettle (SIS) in Switzerland are exempt from the 5% voting limit.

     In order to have voting rights registered, shareholders must confirm they acquired UBS shares in their own name and for their own account.
     All registered shareholders can participate in shareholder meetings. If they do not wish to attend in person, they can issue instructions to

accept, reject or abstain on each individual item on the meeting agenda by either giving instructions to an Independent Proxy designated by UBS (as required under Swiss company law) or by appointing UBS, another bank or another registered shareholder of their choice, to vote on their behalf.

Statutory quorums

Shareholder resolutions, the election and re-election of Board members and the appointment of the Group and Statutory Auditors are decided at the General MeetingsMeeting of Shareholders by an absolute majority of the votes cast, excluding blank and invalid ballots. Article 704 of the Swiss Code of Obligations (Company Law) requires that for certain specific issues a majority of two-thirds of the votes represented at the meeting vote in favor of the resolution. These issues include the introduction of voting shares, the introduction of restrictions on the transferability of registered shares, conditional and authorized capital increases, restrictions or exclusion of shareholders’ pre-emptive rights.

     UBS also requires a two-thirds majority of votes represented for any change to the provisions in the Articles of Association regarding the number of Board members as well as for any decision to remove one fourth or more of the members of the Board.
     Votes and elections are normally conducted electronically to clearly ascertain the exact number of votes cast. Voting by a show of hands remains possible if a clear majority is predictable. Shareholders representing at least 3% of the votes represented may still request, however, that a vote or election take place electronically or by written ballot.



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Corporate Governance
Shareholders’ Participation Rights
Convocation of General Meetings of Shareholders

Convocation of General
Meetings of Shareholders

The Annual General Meeting of Shareholders (AGM) normally takes place in April, but in any case within six months after the close of the financial year. A personal invitation including a detailed agenda and explanation of each motion is sent to every registered shareholder at least 20 days ahead of the scheduled meeting. The meeting agenda is also published in various Swiss and international newspapers.newspapers and on the internet at www.ubs.com/shareholder-meeting.

     Extraordinary General Meetings may be convened whenever the Board of Directors or the statutory auditors consider it necessary. Shareholders individually or jointly representing at least ten percent10% of the share capital may, at any time, ask in writing that an Extraordinary General Meeting be convened to deal with a specific issue put forward by them. Such a request may also be brought forward during the AGM.

Placing of items on the agenda

Shareholders individually or jointly representing shares with an aggregate par value of one million Swiss francsCHF 250,000 may submit proposals for matters to be placed on the agenda for consideration by the shareholdersshareholders’ meeting. The Board of Directors will

submit to the AGM in 2003 a proposal to facilitate the exercise of this shareholder right, which — as a result of the two par-value repayments in 2001 and 2002 — had become more difficult. The proposed limit of an aggregate par value of CHF 250,000 brings the threshold back to what it used to be before the par value repayments.

     UBS publishes the deadline for submitting such proposals in various Swiss and international newspapers. The date of the deadline is normally shortly after the publication of the annual results. It is also set early enough to allow for the integration of the proposals into the official invitation to shareholders.newspapers and on its website (www.ubs.com/shareholder-meeting). Requests for items to be placed on the agenda must include the actual motions to be put forward, together with a short explanation, if necessary. The Board of Directors formulates an opinion on the proposals, which is published together with the motions.

Registrations in share register

The general rules for being entered with voting rights in the Swiss or US Share Register of UBS also apply before General Meetings of Shareholders (for details see pages 134 and 135)previous page). Registrations including the transfer of voting rights are processed for as long as technically possible.



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Change of Control and Defensive Measures



Change of Control and Defensive Measures

UBS believes in market forces. It therefore refrains from restrictions whichthat would hinder developments otherwise initiated or supported by the financial markets. There are no specific protections against hostile takeover in place.

 

Duty to make an offer

An investor who acquires 33 1/3 %3% of all voting rights, whether they are exercisable or not, has to submit a take-overtakeover offer for all shares outstanding, according to the Swiss Stock Exchange Law. UBS has not elected to change or opt out of this rule.

Clauses on changes of control

The service agreements and employment contracts of the executive Board members, of the

members of the Group Executive Board and of the Group Managing Board do not contain clauses on change of control. UBS does not offer “golden parachutes” to its senior executives. Employment contracts contain notice periods of 12 months for GEB members and 6six months for GMB members, during which they are entitled to running salary and bonuses.

     The Compensation Committee of the Board may, however, accelerate the vesting of options and the lapse date for restricted shares in case of a change of control.



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Corporate Governance
Auditors



Auditors

Audit, with its various functions and authorities, plays an important role in Corporate Governance.corporate governance. While remaining independent, the External Auditorsexternal auditors and Group Internal Audit closely coordinate their work, thereby ensuring the most effective performance of their responsibilities. The Chairman’s Office, the Audit Committee and ultimately the Board of Directors supervise the functioning of the overall audit work.

 

External, independent Auditors

Ernst & Young Ltd., Basel, have been assigned the mandate to serve as global auditors for the UBS Group. They assume all auditing functions according to laws, regulatory requests, and the UBS Articles of Association (see also the paragraph about auditors responsibilities in the “RegulationRegulation and supervision section”,section on page 118)104–105). The Audit Committee of the Board has determined that Ernst & Young Ltd. meets all independence requirements established by the US Securities and Exchange Commission (SEC). As partAuthority for pre-approval of itsall additional audit, process,audit-related and non-audit mandates to the principal auditors is with the Audit Committee, ensuring that independence of the auditors is not jeopardized by conflicts of interests through additional mandates. Ernst & Young Ltd. informsinform the Audit Committee annually of the measures it takes to ensure its and its employees’ independenceindepend-

ence from UBS. The Audit Committee assesses this information on behalf of the Board and informs the Board accordingly.

     At the Extraordinary General Meeting on 7 September 2000, UBS shareholders appointed Deloitte & Touche AG, Basel, as special auditors according to Article 31 paragraph 3 of the UBS Articles of Association for a three-year term of office.Association. The special auditors provide audit opinions in connection with capital increases, independently from the Group auditors. Deloitte & Touche will be proposed toThey were re-appointed at the AGM in 2003 for re-election for another three-year term.term of office.

Duration of the mandate and term of office of the lead auditor

After the UBS-SBC merger, Ernst & Young Ltd., Basel were initially appointed as UBS’s principal external auditor for the audit of the 1998 financial statements. Following a comprehensive evaluation process during 1999, they were proposed for re-election to the 2000 AGM. They were re-elected at theThe AGMs between 1999 and 2002,



Fees paid to auditors

         
in CHF      
For the year ended 31.12.03  31.12.02 
 
Audit
        
Global audit fees  27,645,000  26,023,000 
Additional services classified as audit (services required by law or statute, including work of non-recurring nature mandated by regulators)  4,589,000  6,106,000 
 
Total audit
  32,234,000  32,129,000 
 
Non-audit
        
Audit-related services  10,267,000   9,342,000 
Tax advisory  5,947,000  11,047,000 
Other  3,404,000  3,452,000 
 
Total non-audit
  19,618,000   23,841,000 
 



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Governance Auditors



through 2003 annually confirmed their mandate, and they will be proposed for re-election at the AGM 2003.2004.

     Roger K. Perkin, chartered accountant, and Peter Heckendorn, lic.oec., have been in charge of the UBS audit since the initial appointment. Both lead partners will be replaced after completion of the audit for the 2004 financial year, due to the seven-year rotation requirement established by the Swiss Chamber of Auditors and declared mandatory for banks by the Swiss Federal Banking Commission.

Auditing fees

Fees paid to principal external auditors
UBS paid the fees (including expenses) listed in the table on the previous page to its principal external auditors Ernst & Young for the financial year 2002 in respectLtd.
     Audit-related work consists primarily of auditadditional attest services, such as retirement and regulatorycompensation plan audits, agreed upon procedures reports required by law amounted to CHF 30,882,000.

Additional fees paid to auditors

Ernst & Young were paid CHF 8,897,000 for audit-related services provided (primarily accounting consultation on matters relating tocontract and audits performed at the financial statements, attest services required by contract or requested by management, auditsrequest of retirement and compensation plans, andmanagement. It also includes due diligence work on acquisitions)acquisitions and CHF 10,521,000 was paidinitial work relating to Ernst & Young for taxthe eventual attestation as to UBS’s compliance with Section 404 of the Sarbanes-Oxley Act. Tax services include advisory and compliance work in respect of the Bank’sUBS’s own affairs. Another CHF 3,287,625 was paid for other services provided during the year.
     Rules recently issued byaffairs, including reporting on UBS’s compliance with the US SecuritiesQualified Intermediary rules. Other services are only approved on an exceptional basis, and Exchange Commission (SEC) prohibitfor 2003 comprised on call accounting and tax advisory services, and specified procedures in respect of mortgage backed securities documentation.
     All non-audit services were pre-approved by a process in which all requests for non-audit mandates are routed from the Group Controller to the Company Secretary, who submits them to the chairman of the Audit Committee for pre-approval. His decisions are brought to the next Audit Committee meeting for ratification. Pre-approval authority for certain clearly specified audit-related and tax services has been delegated, subject to aggregate financial limits, to the Group Controller (from 1 April 2004 to the

Chief Financial Officer). These pre-approvals have to be brought to the Audit Committee for approval at its next meeting.

     In addition to the fees listed in the table, Ernst & Young were paid CHF 14,552,000 (CHF 11,324,000 in 2002) for audit and tax work performed on behalf of UBS Investment Funds, many of which have independent fund boards or trustees.
     The SEC prohibits independent auditors from providing a number of specific services. Ernst & Young have not provided any prohibitedsuch services during the year.

Group Internal Audit

With around 240 professionals worldwide at 31 December 2002,2003, Group Internal Audit provides an independent review of the effectiveness of the system of internal controls and compliance with key rules and regulations. It specifically verifies or assesses whether the internal controls are commensurate with the risks and are working effectively, whether activities within the firm are being


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conducted and recorded properly, correctly and fully, and whether the organization of operations, including information technology, is efficient and the information is reliable. All key issues raised by Group Internal Audit are communicated to the management responsible, to the President of the GEBGroup CEO and to the Chairman’s Officeexecutive members of the Board of Directors via formal Audit Reports. The Chairman’s Office and the Audit Committee of the Board are regularly informed of important findings.

     To maximize its independence from management, the head of Group Internal Audit, Markus Ronner, reports directly to the Chairman of the Board. Group Internal Audit has unrestricted access to all accounts, books and records and must be provided with all information and data needed to fulfill its auditing duties. Group Internal Audit addresses itsany reports with major issues ultimately to the Chairman of the Board. The Chairman’s Office may order special audits to be conducted, and the Group Executive Board, with



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Corporate Governance

the agreement of the Chairman, may instruct Group Internal Audit to conduct such audits.

     Coordination and close cooperation with the external auditors enhance the efficiency of Group Internal Audit’s work.

Supervisory and control instruments vis-à-
visSupervisory and control instruments vis-à-vis the external auditors

The Audit Committee, on behalf of the Board of Directors, monitors the qualification, independence and performance of the Group Auditors and the lead partners. It prepares proposals for appointment or removal of the external auditors

for submission toreview by the full Board, which then submits the proposal to the AGM.

     The Audit Committee reviews annually the written statements submitted by the external auditors as to their independence. It also reviews the engagement letter between UBS AG and the external auditors and the fees and terms of the planned audit work. Mandates to the Group auditors for additional audit, audit-related work and permitted non-audit work are subject to pre-approval by the Audit Committee.

The external auditors also provide timely reports to the Audit Committee on critical accounting policies and practices used, on alternative treatments of financial information discussed with management, and other material written communication between external auditors and management.

     The Audit Committee regularly meets with the lead partners of the external auditors, at least four times per year. It also regularly meets with the Head of Group Internal Audit.
     At least once per year, the Chairman’s Office discusses with the lead partners of Ernst & Young Ltd. the audit work performed, main findings and critical issues whichthat arose during the audit.
     The Audit Committee and the Chairman’s Office report back to the Board of Directors about their contacts and discussions with the external auditors. Once per year, the lead partners take part in a Board meeting, normally to present the Long-form Report of the External Auditors, as required by the Swiss Federal Banking Commission (Bankengesetzlicher Revisionsbericht)Revisions-bericht).



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Corporate Governance
Information Policy:
UBS Financial Disclosure PrinciplesPolicy



Information Policy:
          UBS Financial Disclosure PrinciplesPolicy

UBS’sOur financial disclosure policies aim to achieveat achieving a fair market value of thefor UBS share by communicating transparently, openlyshares through open, transparent and consistentlyconsistent communication with investors and the financial markets at all times.markets.

 

Main sources of information

UBS provides regular information to its shareholders and to the financial community. For details, see page 5 and 6 of this Handbook.

Financial results will be published as follows:

   

First Quarter 134 May 20032004

Second Quarter 1310 August 20032004

Third Quarter 112 November 20032004

Fourth Quarter 108 February 20042005

The Annual General Meeting of Shareholders will take place as follows:

   

200316 April, Zurich

2004 15 April Basel2004

200521 April 2005

UBS meets regularly with institutional investors throughout the year, holding results presentations, specialist investor seminars, road shows and one-to-one or group meetings across the world. Where possible, these events involve UBS senior management in addition toas well as the UBS Investor Relations team. We haveAs a means of further widening our audience and maintaining contact with our shareholders around the world, we also made significant progress in developing themake use of technology to further broaden access to our presentations throughdiverse technologies such as webcasting, audio links and cross-location video-conferencing for external audiences.video-conferencing.

     Each shareholder receives an illustrated “Annual Review” providing an overview of the firm and its activities during the year and the key financial information. Each quarter they are provided with an update on ongoing initiatives and quarterly financial performance. More detailed financial reports are produced each quarter and at year-end, which can be received on request.

     To ensure fair access to information, we make UBS publications available to all shareholders at the same time and generally make key documents available in both English and German. Letters to shareholders and media releases about results are also translated into French and Italian. We directly post letters to shareholders and material information related to corporate events to all shareholders, while other information is distributed via press release and posted to UBS’s website, at www.ubs.com/investors.     Our website (www.ubs.com/investors) includes comprehensive information about UBS, including a complete set of our published reporting documents, on demand accesson-demand-access to recent webcast presentations and copies of presentations that senior management have given at industry conferences.
     Once a year, each of our registered shareholders receives our Annual Review, which provides

Financial disclosure principles
an overview of the firm and its activities during the year as well as key financial information. Each quarter, they are also mailed an update about our ongoing initiatives as well as information on our quarterly financial performance. If they want more detailed information, shareholders can request our complete financial reports, produced on a quarterly and annual basis, free of charge.

     To ensure fair access to and dissemination of our financial information, we make our publications available to all shareholders at the same time.
     A complete list of all sources of information about UBS and contact details for shareholders as well as other interested parties are included in this Handbook on pages 4–6.

Financial disclosure principles

Based on our discussions with analysts and investors, we believe that the market rewards companies that provide clear, consistent and informative disclosure about their business. Our aim therefore is to communicate UBS’s strategy and results in such a way that shareholders and investors can gain a full and accurate understanding of how the company works, what its growth prospects are and what risks there areexist that this growth will not be realized.

     To continue to achieve these goals, we apply the following principles in our financial reporting and disclosure:
 
Transparency:our disclosure is designed to enhance understanding of the economic drivers and detailed results of the business, in order to build trust and credibility.credibility
 
Consistency:we aim to ensure that our disclosure is consistent and comparable within each reporting period and between reporting periods.periods



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Simplicity:we try to disclose information in as simple a manner as possible consistent with allowing readers to gain the appropriate level of understanding of our businesses’ performance.performance
 
Relevance:we aim to avoid information overload by focusing our disclosure on what is relevant to UBS’s stakeholders, or required by regulation or statute.statute
 
Best practice:we strive to ensure that our disclosure is in line with industry norms, and if possible leads the way to improved standards.

Financial reporting policies

We report UBS’s results quarterly, including a breakdown of results by Business Groups and business units and extensive disclosures relating to credit and market risk. The extent of disclosure and the quality of analysis and comment we provide put UBS’s reporting among the leaders in the banking sector, worldwide.

     We also aim to take a prominent role in developing and enhancing industry standards for disclosure. UBS actively participates in committees and similar bodies helping to improve accounting standards and risk disclosure standards. In November 2000 we launched a proposal for a new definition of assets held for our clients. Following a positive reception for this initiative, we introduced the definitions into our reporting in our first quarter 2001 report.

Performance measures and targets

Group targets

UBS focuses on four key performance targets, designed to ensure that it delivers continually improving returns to its shareholders. We reportprepare UBS’s performance against these targets each quarter:
We seek to increase the value of UBS by achieving a sustainable, after-tax return on equity of 15-20%, across periods of varying market conditions.
We aim to increase shareholder value through double-digit average annual percentage growth in basic earnings per share (EPS), across periods of varying market conditions.
Through cost reduction and earnings enhancement initiatives we aim to reduce UBS’s cost/income ratio, to a level that compares positively with best-in-class competitors.
We aim to achieve a clear growth trend in net new money in our private client businesses.

     The first three targets are all reported pre-goodwill amortization, and adjusted for significant financial events (see below).

Business Group key performance indicators

We also report carefully chosen key performance indicators for each of UBS’s Business Groups and business units. These do not carry explicit targets, but are indicators of the business units’ success in creating value for shareholders. They include financial metrics, such as the cost/income ratio, and non-financial metrics such as invested assets.
     These key performance indicators are used for internal performance measurement and planning as well as external reporting. This ensures that management has a clear responsibility to lead their businesses towards achieving success in the externally reported value drivers and avoid the risk of managing to purely internal performance measures.

Financial reporting policies

Accounting principles

We prepare UBS Group’s accountsstatements according to International Financial Reporting Standards (IFRS), and provide additional information in our Financial Report to reconcile the GroupUBS accounts to US Generally Accepted Accounting PrincipalsPrinciples (US GAAP). A detailed explanation of the basis of UBS’s accounting is given in Note 1 to the UBS Group Financial Statements, which are published in the UBS Financial Report 2002.2003. An explanation of the critical accounting policies applied in the preparation of our Financial Statements is provided in a specific section in the UBSour Financial Report 2002 on page 9.

Analysis of adjusted figures and results

We analyze our quarterly and annual financial performance on a reported basis determined in accordance with IFRS. Additionally, we provide analysis and comments on an adjusted basis which excludes from the reported amounts certain items we term significant financial events (SFEs). SFEs are non-recurring, event-specific items, with a material impact at Group level. They are UBS-specific and not industry-wide and not in the normal course of business.2003.
     Another adjustment we use in our results discussion is the exclusion of the amortization of goodwill and other acquired intangible assets. At


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Corporate Governance
Information Policy:
UBS Financial Disclosure Principles

UBS, we believe that equity values are driven by future cash flows.

     These adjustments reflect our internal analysis approach where SFE-adjusted figures before goodwill/intangibles amortization are used to assess past performance against peers and to estimate future growth potential. In particular, our financial targets have been set in terms of adjusted results, excluding significant financial events and goodwill/intangibles amortization, and all the analysis provided in our management accounting is based on operational SFE-adjusted performance. In our financial reporting, we clearly identify all adjusted figures as such, and allow the reader to reconcile them to reported figures. More detail on adjustments and the SFEs during 2000, 2001 and 2002 can be found in the UBS Financial Report 2002.

Restatement of results

As required under IFRS, we are committed to maintaining the transparency of UBS’s reported results and to ensuring that analysts and investors can make meaningful comparisons with previous periods. If there is a major reorganization of our business units or if changes to accounting standards or interpretations lead to a material change in the Group’s reported results,

we restate UBS’s results for previous periods to show how they would have been reported according to the new basis, and provide clear explanations of all changes.

US regulatory disclosure requirements

As a Swiss company listed on the New York Stock Exchange (NYSE), we comply with the dis-

closuredisclosure requirements of the Securities and Exchange Commission (SEC) and the NYSE for private foreign issuers. These include the requirement to make certain filings with the SEC. As a private foreign issuer, some of the SEC’s regulations and requirements which apply to domestic issuers are not applicable to UBS. We provide UBS’s regular quarterly reports to the SEC under cover of Form 6-K, and file an annual report on Form 20-F. We also provide additional disclosure at half yearhalf-year to meet specific SEC requirements, which again is provided under cover of Form 6-K. In addition, important corporate announcements, including press releases, are provided under cover of Form 6-K as they occur. These reports, as well as materials sent to shareholders in connection with annual and special meetings, are all available on our website, at www.ubs.com/investors.

     WithinAs of the 90-dayend of the period prior to the filing ofcovered by this Annual Report, an evaluation was carried out under the supervision and with the participation of our management, including the President of the Group Executive BoardCEO and Group Controller, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-14(c)13a–15e) under the US Securities Exchange Act of 1934). Based upon that evaluation, the President of the Group Executive BoardCEO and Group Controller concluded that the design and operation of these disclosure controls and procedures were effective.effective as of the end of the period covered by this Annual Report. No significant changes were made in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.



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Regulation and Supervision



Regulation and Supervision

We aim to monitor regulatory developments, to comply with all applicable provisions and to work closely and maintain good relations with the regulators in all jurisdictions where we have offices, branches and subsidiaries.conduct business.

As a Swiss-registered company, UBS’s main regulator is the Swiss Federal Banking Commission (SFBC), but we are also regulated worldwide by supervisory agencies in the countries in which we conduct business, most notably the US and the UK..

     UBS’s operations throughout the world are regulated and supervised by the relevant central banks and regulatory authorities in each of the jurisdictions in which we have offices, branchesconduct business, most notably in the US and subsidiaries. These authorities impose reserve and reporting requirements and controls on UBS, including those relating to capital adequacy, depositor protection and prudential supervision. In addition, a number of countries where UBS operates impose additional limitations on or affecting foreign-owned or controlled banks and financial institutions, including
licensing requirements and restrictions of the opening of local offices, branches or subsidiaries and the types of banking and non-banking activities that may be conducted by those local offices, branches or subsidiaries;
restrictions on the acquisition or level of ownership of local banks;
restrictions on investment and other financial flows entering or leaving the country.
     The supervisory and regulatory regimes of the countries where UBS operates will determine, to some degree, our ability to expand into new markets, the services and products that we will be able to offer in those markets and how we structure specific operations.UK.
     The following sections describe the regulation and supervision of UBS’s business in Switzerland, our home market,market. It also describes the regulatory and supervisory environment in the United States and the United Kingdom, our next two largest operations, which together employ a total of 49% of our staff.operations.

Regulation and supervision in Switzerland

General

UBS is regulated in Switzerland under a system established by the Swiss Federal Law relating to Banks and Savings Banks of 8 November 1934, as amended, and the related Implementing Ordinance of 17 May 1972, as amended, which are together known as the Federal Banking Law. Under this law, banks in Switzerland are permitted to engage in a full range of financial services activities, including commercial banking, investment banking and fund management. Banking groups may also engage in insurance activities, but these must be undertaken through a separate subsidiary. The Federal Banking Law establishes a framework for supervision by the SFBC.
     In ourits capacity as a securities broker, UBS is governed by the Swiss Federal Law on Stock Exchanges and Trading in Securities of 24 March 1995, as amended, under which the SFBC is appointed as prime regulator for these activities.

Regulatory policy

Swiss regulatory policies are formulated on three levels. The first two are the statutory levels of

primary and secondary legislation issued by Parliament and the Swiss Federal Council. The SFBC has substantial influence on the drafting of these regulatory statutes. On more technical policy, the SFBC is empowered to issue so-called circulars, 2123 of which are presently effective. The SFBC haslatest was issued a new Ordinance updating its rules on anti-money14 October 2003 and sets minimum standards for the use of guarantees and credit derivatives, while the ordinance concerning the prevention of money laundering which will comecame into force inon 1 July 2003. In certain fields, the SFBC officially endorses self-regulatory guidelines issued by the banking industry (through the Swiss Bankers’ Association), which thus become an integral part of banking regulation. Recent examplesExamples are:


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Corporate Governance
Regulation and Supervision

 Guidelines concerning a Code of Conduct with regard to the Exercise of Due Diligence by Banks, 1998.1998
 Guidelines concerning the Treatment of Accounts, Custody Deposits and Safe Deposit Boxes Remaining Dormant at Swiss Banks, 2000.2000
 Guidelines concerning the Exercise of Asset Management Mandates, 2000.2000
 Guidelines on Internal Control, 2002.2002
Directives on the Independence of Financial Research, 2003.

Certain aspects of securities broking, such as the organization of trading, are subject to self-regulation through the SWX Swiss Exchange and the Swiss Bankers’ Association, under the overall supervision of the SFBC.

SFBC

Role of external auditors and direct
supervision of large banking groups

The Swiss supervisory system relies on banks’ external auditors, who are licensed and supervised by the SFBC, and carry out official duties, on behalf of and subject to sanctions imposed by the SFBC. The responsibility of external auditors



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Corporate Governance

not only encompasses the audit of Financial Statements but also entails the review of banks’ compliance with all prudential requirements.

     In recent years, theThe SFBC has taken on more direct responsibility for supervision in two areas: capital requirements for market risk, for which there is a specialist team; and the supervision of the two large Swiss banking groups, including UBS, for which a dedicated department was created in 1998. Thus, theUBS. The supervisory strategy now entails direct supervision in the form of regular meetings with bank management, supervisory visits, on-site reviews, direct reporting, both routine and ad hoc, and regular meetings with the host regulators of our overseas operations. Close cooperation, including regular trilateral meetings, has been established between the SFBC and UBS’s US and UK regulators, and further links are being established by the SFBC with other relevant regulators.

Reporting requirements and capital
capital requirements

UBS reports to the SFBC financial, capital, legal and risk information.information to the SFBC. The SFBC also reviews the bank’s risk management and control policies and procedures in all areas of risk, including Know Your Customer rules and anti-money laundering practices. Reporting requirements also include

ad-hoc ad hoc and event-based information requests connected with direct supervisionsupervisory activity.

     Switzerland applies the internationally accepted capital adequacy rules of the Basel Capital Accord, but the SFBC implementation imposes a more differentiated and tighter regime than the internationally agreed rules, including a more stringent definition of capital (see Capital management on page 86)72).

Disclosures to the Swiss National Bank

AlthoughSwitzerland’s banks, according to Swiss banking law, are primarily supervised by the primary responsibility for supervision of banks underSFBC while compliance with liquidity rules, in particular, is monitored by the Federal Banking Law lies withSwiss National Bank (SNB). UBS sends the SFBC,SNB detailed monthly interim balance sheets, capital adequacy and liquidity statements. UBS also submits an annual statement of

condition and detailed monthly interim balance sheets to the Swiss National Bank, which monitors compliance with liquidity rules.quarterly stress testing results. The Swiss National BankSNB can also require UBS to supply furthermake additional disclosures of financial condition and other information relevant to its regulatory oversight.

Regulation and supervision
in the United States
Regulation and supervision in the US

Banking regulation

UBS’s operations in the United States are subject to a variety of regulatory regimes. We maintain branches in California, Connecticut, Illinois, and New York and an agency in Florida. UBS’s California branches are located in Los AngelesCalifornia, New York and San Francisco andFlorida are federally licensed by the Office of the Comptroller of the Currency. Each of our other US banking branch offices islocated in Connecticut and Illinois are licensed by the state banking authority of the state in which itthe branch is located. We are in the process of converting our New York branches from state licenses to federal licenses. Each US banking office is subject to regulation and examination by its licensing authority. In addition, the Board of Governors of the Federal Reserve System exercises examination and regulatory authority over our state-licensed US banking offices. We also maintain state and federally chartered trust companies and other limited purpose banks, which are regulated by state regulators or the Office of the Comptroller of the Currency. NoneOnly UBS’s subsidiary bank located in the state of UBS’s US banking officesUtah is currently insured by the Federal Deposit Insurance Corporation. The regulation of our US banking offices and subsidiaries imposes restrictions on the activities of those offices, as well as prudential restrictions,


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such as limits on extensions of credit to a single borrower, including UBS subsidiaries.
     The licensing authority of each US banking office has the authority to take possession of the business and property of the office it licenses in certain circumstances. Such circumstances generally include violations of law, unsafe business practices and insolvency. SoAs long as UBS maintains one or more federal branches, such as our California branches, the Office of the Comptroller of the Currency also has the authority to take possession of ourthe US operations of UBS AG under similar circumstances, and this



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Regulation and Supervision



federal power may preempt the state insolvency regimes that would otherwise be applicable to our state-licensed offices. As a result, if the Office of the Comptroller of the Currency exercised its authority over ourthe US banking offices of UBS AG pursuant to federal law in the event of a UBS insolvency, all of UBS’s US assets would be applied first to satisfy creditors of our US banking offices as a group, and then made available for application pursuant to any Swiss insolvency proceeding.

     In addition to the direct regulation of our US banking offices, operating US banking offices subjects UBS to regulation by the Board of Governors of the Federal Reserve System under various laws, including the International Banking Act of 1978, the Bank Holding Company Act of 1956 and the Gramm-Leach-Bliley Financial Modernization Act of 1999. On 10 April 2000, UBS AG was designated a “financial holding company” under the Gramm-Leach-Bliley Act.

US regulation of other US operations

In the United States, UBS WarburgSecurities LLC and UBS PaineWebberFinancial Services Inc., as well as UBS’s other US registered broker-dealer entities, are subject to regulations that cover all aspects of the securities business, including:
 sales methods
 trade practices among broker-dealers
 use and safekeeping of customers’ funds and securities
 capital structure
 record-keeping
 the financing of customers’ purchases
 the conduct of directors, officers and employees.

These entities are regulated by a number of different government agencies and self-regulatory organizations, including the Securities and Exchange Commission and the National

Association of Securities Dealers. Depending upon the specific nature of a broker-dealer’s business, it may also be regulated by some or all of the New York Stock Exchange, the Municipal Securities Rulemaking Board, the US Department of the Treasury, the Commodities Futures Trading Commission, and other exchanges of which it may be a member. These regulators have available a variety of sanctions, including the authority to conductcon-

duct administrative proceedings that can result in censure, fines, the issuance of cease-and-desist orders or the suspension or expulsion of the broker-dealer or its directors, officers or employees.

     UBS subsidiaries in the United States are also subject to regulation by applicable federal and state regulators of their activities in the investment advisory, mutual fund, trust company, mortgage lending and insurance businesses.

USA Patriot Act

On 26 October 2001, the US adopted the USA Patriot ActRegulation and supervision in response to the events of 11 September 2001. The Act requires US banks and foreign banks with US operations, including UBS, to take certain steps to help prevent, detect and prosecute international money laundering and the financing of terrorism. The required actions include terminating correspondent accounts with “shell banks” and obtaining information about the owners of foreign bank clients and the identity of the foreign bank’s agent in the US.
     The scope of the Act will be determined, to some degree, by the regulations that are adopted to implement its provisions. The US Secretary of the Treasury has published interim guidance and proposed regulations to implement some portions of the Act, and is expected to propose additional regulations to implement other sections. Although we cannot predict when and in what form these regulations will be adopted, we believe that the cost of compliance with the Act is not likely to be material to us, and that compliance with the statute will not have a material effect on our global operations.

United Kingdom

Regulation and supervision
in the United Kingdom

Since 1 December 2001, following the implementation of the Financial Services and Markets Act 2000, UBS’s operations in the United


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Regulation and Supervision


Kingdom have beenare regulated by the Financial Services Authority (FSA), as the United Kingdom’sUK’s unified regulator. FSA assumed the responsibilitiesregulator, which establishes a regime of UBS’s previous UK regulators, the Securitiesrules and Futures Authority and the Investment Management Regulatory Organisation, with effect from this date. The Bankguidance governing all relevant aspects of England’s responsibilities for regulation of banking activities were transferred to the FSA by the Bank of England Act 1998.
financial services business.
     The FSA has established a risk-based approach to supervision and UBS is supervised by the Major Financial Groups section of the Deposit Takers and Markets Directorate. The FSA has a wide variety of supervisory tools available to it, including on-site inspections by supervisors (which may relate to a risk-basedan industry-wide theme or be firm-specific) and the ability to commission reports by skilled persons (who may be the firm’s auditors, or IT specialists, compliance consultantslawyers or lawyers)other consultant as appropriate). The FSA also has an extremely wide set of sanctions





which it may impose under the newFinancial Services and Markets Act, broadly similar to those available to US regulators.
     Some of our subsidiaries and affiliates are also regulated by the London Stock Exchange and other United KingdomUK securities and commodities exchanges of which UBS is a member, and all equitiesmember. Our business can also be subject to the requirements of the UK Panel on Takeovers and Mergers where relevant.
     The investmentFinancial services that are subject to oversight byregulation in the UK regulators are regulatedis conducted in accordance with European Union directives requiring,which require, among other things, compliance with certain capital adequacy standards, customer protection requirements and conduct of business rules. These standards, requirements and rules are similarly implemented, under the same directives,Directives apply throughout the European Union and are reflected in the regulatory regimes in other member states. The standards, rules and requirements established under these directives are broadly comparable in scope and purpose to the regulatory capital and customer protection requirements imposed under applicable US law.



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Corporate Governance
Compliance with NYSE Listing Standards
on Corporate Governance



Compliance with NYSE Listing Standards
on Corporate Governance

UBS aims to comply with all relevant standards on corporate governance. As a foreign company, listed at the New York Stock Exchange (NYSE), we only have to explain differences between our corporate governance standards andfully comply with the rules for Audit Committees. UBS, however, is also in compliance with the overwhelming majority of the NYSE rules for US companies.

Introduction

On 15 August 2002,4 November 2003, the Securities and Exchange Commission (SEC) approved the revised New York Stock Exchange corporate governance rules, as filed on 8 October 2003 by the NYSE. Foreign private issuers – such as UBS – must comply with the rules on Audit Committees by 31 July 2005 and disclose significant differences and material non-compliance with the NYSE filedstandards by the first annual shareholders meeting after 15 January 2004.

     UBS fully complies with the SEC proposed rules that would effect substantial changesrequirements as to its Audit Committee and fulfills the overwhelming majority of the NYSE listing standards on corporate governance. The few exceptions are mainly due to the NYSE corporate governance listing standards. The proposed changes would tighten the definitiondifferent legal system in Switzerland.

Independence of director independence, expand the responsibilities of the audit committee, mandate the establishment of a compensation committee and nominating committee both composed of only independent directors and require listed companies to have a code of ethics and corporate governance guidelines.

     The proposed NYSE rule will not change the NYSE traditional approach permitting non US-issuers, such as UBS, to follow their home jurisdiction governance practice where it differs from the NYSE requirements. It is expected that the SEC will revise some of the proposed NYSE rules to harmonize them

In line with competing or overlapping requirements under the Sarbanes-Oxley Act. The current proposed rules would require each non-US issuer to provide a brief and general summary of any significant differences between its home country corporate governance practices and the NYSE rules, for US companies.

     The proposed NYSE rules will not become effective unless and until they are approved by the SEC. Accordingly, our current corporate governance structure may be changed as required to comply with any new requirements established by the SEC.

Independence of directors

The NYSE rules will require that theUBS Board of Directors of a listed company have a majority of independent directors. Forhas established the following criteria for a director to be considered independent, the Board of Directors must affirmatively determine that the director has no material relationship with the company, either

directly or as a partner, shareholder or officer of a company that has a relationship with the listed company. Materiality is to be considered not just from the standpoint of the director but also from the standpoint of persons and organizations affiliated with the director.
     The UBS Board of Directors has adopted the following criteria for defining its external directors’ independence:
independent:
 The externalUBS Board of Directors has determined that the director and hishas no material relationship with UBS, either directly or her immediate family members haveas a partner, shareholder of officer of a company that has a relationship with UBS.
The director has not been employed by UBS during the last fivethree years.
Immediate family members of the director have not been employed by UBS as an executive officer during the last three years.
 The externaldirector did not receive more than USD 100,000 per year in direct compensation from UBS within the past three years (other than director and his or her immediatecommittee fees).
Immediate family members haveof the director did not receive more than USD 100,000 per year in direct compensation from UBS (other than

as an employee at a level below executive officer) within the past three years.
The director has not been affiliated with or employed by UBS’s principal auditors, Ernst & Young Ltd. during the last fivethree years.
Immediate family members of the director have not been affiliated with or employed in a professional capacity by Ernst & Young Ltd. during the past three years.
 The external director or an immediate family member is not and has not been employed byas an executive officer of a company whose compensation committee includes a senioran executive officer of UBS.
 The external director doeshas not have — directlybeen an executive officer or indirectly —employee within the past three years of a company that makes or receives payments to or from UBS in any material relationship with UBS, i.e.:fiscal year in excess of the greater of USD 1 million or 2% of the consolidated revenues of such company.
 No shareholdingsImmediate family members have not been an executive officer within the past three years of a company that makes or receives payments to or from UBS in any fiscal year in excess of 3%the greater of all outstanding shares.USD 1 million or 2% of the consolidated revenues of such company.
 No business relationships with UBS accounting for more than 5% of the total revenues either of theThe director, his immediate family members and / or companies related to the director or of UBS.
     –Nocontrolled by him do not have banking relationships with UBS that are not in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with other clients.
UBS does not make any meaningful charitable contributions to organizations in which the external director is affiliated.
 The external director has not entered into consulting contracts with UBS.
 UBSThe director does not pay its directors feeshold any other Board mandates that exceed what is customary in the financial services industry.might infringe on his independence.


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Compliance with NYSE Listing Standards
on Corporate Governance



 There were no interlocking directorships over the past fivethree years between the companies related to the director and UBS.
The external director does not hold any other Board mandates that would infringe on his independence.


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Compliance with NYSE Listing Standards
on Corporate Governance



     The Board of Directors, based on an individual assessment of its external members and their relationships with UBS, and after having carefully considered the detailed information provided by its external members,them as to the independence standards listed above, has determined that Peter Böckli, Ernesto Bertarelli, Sir Peter Davis, Rolf A. Meyer, Hans Peter Ming and Lawrence A. Weinbach are independent in accordance with the criteria mentioned above.above and therefore meet the independence requirements established by the NYSE.

     ItAlthough Ernesto Bertarelli meets most of the above criteria and complies with Swiss independence standards, he is not entirely “independent” under the new NYSE requirements. UBS is a main sponsor of Mr Bertarelli’s sailing team Alinghi, which won the 31st America’s Cup. As a consequence, Ernesto Bertarelli decided to step down from his function as a member of the Compensation Committee as of February 2004. He shall be replaced by another director, who meets all NYSE criteria.
     The Board of Directors has also determined that Lawrence A. Weinbach, Sir Peter Davis and Rolf A. Meyer meet the more stringent independence requirements for Audit Committee members. They do not receive directly or indirectly any consulting, advisory or other compensatory fees from UBS other than in their capacity as directors. They do not receive any compensatory feeshold directly or indirectly paid to them as a partner, member or principalUBS shares in excess of an entity, which provides accounting, consulting, legal, investment banking, financial or other advisory services to UBS. And5% of the outstanding capital, and none of them serveserves on the audit committees of more than two other public companies. The Board determined that all three Audit Committee members are financially literate and that Lawrence Weinbach and Rolf Meyer are “financial experts” according to the definitions established by the Sarbanes-Oxley Act of 2002, Lawrence Weinbach being a certified public accountant and having been in the audit and accounting business during most of his professional career, and Rolf Meyer through his former responsibility as Chief Financial Officer of a large listed company.
     UBS operates under a strict dual Board structure mandated by Swiss banking law. No member of the Group Executive Board may also be a member of the Board of Directors and vice versa. This structure ensures an institutional independence of the entire Board of Directors from the day-to-day management. Therefore all Board members are considered non-management directors,direc-

tors, although the threetwo executive members of the Chairman’s Office are former members of the executive management and have entered into employment contracts with UBS in connection with their functions as Board members.

The Board meets regularly without executive management, but including the executive members of the Board.

Board Committees

UBS has established an Audit, a Compensation and a Nominating Committee,Committee. The charters for all composed solelythe Board Committees are published on www.ubs.com/corporate-governance. Additional information on the Board Committee’s mandates, responsibilities and authorities can be found on page 85 of independent directors, as required by the NYSE rules.

     The chairman of the Audit Committee has an auditing background, and one of the members used to be the Chief Financial Officer of a large company. All the members are financially literate.

this Section.
     In addition to these three committees, the Chairman of the Board and the Vice Chairmen form a “Chairman’s Office”, which has clearly defined authorities and duties. It also has responsibility for oversight of the internal audit function (as defined in the Swiss Federal Banking Commission’s Circular Letter on internal audit). For more details see page 85 of this Section and the UBS Organization Regulations with its two Appendices and the Charter for the Chairman’s Office (www.ubs.com/about)( www.ubs.com/corporate-governance).
     Additional information on

Differences from NYSE standards

For US listed companies the Board Committee’s mandates, responsibilities and authorities can be found on pages 99 and 100 of this Section. The charters for all the Board Committees are published on (www.ubs.com/about).

Differences from NYSE standards

The NYSE rules require:
 
expanded responsibility of the Audit Committee for appointment, compensation, retention and oversight of the Independent Auditors. UBS’s Audit Committee has been assigned all these responsibilities, except for appointment of the Independent Auditors, which – according to Swiss Company Law – is an authority of the Shareholders Meeting. The Audit Committee assesses the performance and qualification of the External Auditors and submits its proposal for appointment, re-appointment or removal to the full Board, which brings this proposal to the AGM for decision.
discussion on risk assessment and risk management between management and the Audit Committee. UBS, as a global financial services firm, has a very sophisticated and complex system of risk management and control. Risk management and control is the clear responsibilityresponsi-



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bility of the business and not of the Board or of its Committees. The full Board has authority to define the firm’s risk framework. Itframework, principles and capacity. The Chairman’s Office, on behalf of the full Board, is responsible for monitoring the adherence to the defined risk limitsprinciples and for reviewing whether the business and the control units run appropriate systems of management and control of risks. The Chairman’s Office, with financial services specialists among its members, provides the bulk of the preparatory work for these full Board reviews. It also assumes approval authorities for the definition of specific credit risks and for clearly specified credits. For further details see Section “Riskthe Risk Management and Control”Control section of this Handbook.Handbook on page 46–49.
 
supervision of internal audit by Audit Committee. In accordance with the Swiss Federal Banking Commission’s Circular Letter on Internal Audit, dated 14 December 1995, UBS gave the Chairman’s Office responsibility and authority for supervising the internal audit function. The complexity of the financial services industry requires in-depth knowledge of the global businesses to allow for an effective supervision of the internal audit function. The Chairman’s Office reports back to the full Board on all important findings.findings, and the Audit Committee is regularly updated directly by the head of Group Internal Audit.


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responsibility of the Nominating Committee for oversight of management and Board evaluation. Management evaluation (performance of the PresidentGroup CEO and the members of the Group Executive Board) is done by the Chairman’s Office and reported to the full Board. All Board Committees perform a self-assessment of their activities and report back to the full Board. The Board has direct responsibility and authority to evaluate the Board’s own performance, without preparation by a Board Committee.
 
proxy statement reports of the Audit and Compensation Committees. Under Swiss Company Law, all reports addressed to shareholders must beshare-
holders are provided and signed by the full Board. The Committees submit their reports to the Board.
shareholders’ votes on equity compensation plans. Under Swiss Company Law, the approval of compensation plans is not within the authority of the AGM, but of the Board of Directors. The reason for this approach is the fact that the capital of a Swiss company is determined in the Articles of Association and, therefore, each increase of capital has to be submitted for shareholders’ approval. If equity-based compensation plans result in a need for a capital increase, AGM approval is mandatory. If, however, shares for such plans are purchased in the market, shareholders do not have the authority to vote.

Shareholder votes on
equity-compensation plans

The proposed NYSE rules require that shareholders must vote on all equity-compensation plans and any material revisions to the terms of such plans (including for purposes of re-pricing existing options). UBS does not comply with this requirement.

     Under Swiss Company Law, the approval of compensation plans is not an authority of the AGM, but of the Board of Directors. The reason for this different approach is the fact that the capital of a Swiss company is determined in the

Articles of Association and, therefore, each increase of capital has to be submitted for shareholders’ approval. If equity-based compensation plans result in a need for a capital increase, AGM approval is mandatory. If, however, shares for such plans are purchased in the market, shareholders do not have the authority to vote. We believe that the aim of the request for a shareholders’ vote on equity-compensation plans — the protection of shareholders against undue dilution of their capital — is well taken care of under Swiss Company Law.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The proposed NYSE rules require each listed company to adopt and make publicly available Corporate Governance Guidelines, and a
Code of Business Conduct and Ethics. These documents must be adopted within six months of the SEC’s approval of the NYSE’s rules.

Ethics, and
Whistleblowing Protection

The UBS Board of Directors has already adopted Corporate Governance Guidelines,corporate governance guidelines, which are published on the UBS website at www.ubs.com/about.

corporate-governance.
     The UBS Board of Directors has also adopted a Code of Business conductConduct and Ethics with an Addendum for principal executive, financial and accounting officers or controllers, as required by the Sarbanes-Oxley Act. The code is available on the UBS website at www.ubs.com/about.corporate-governance.
     The Audit Committee of the Board has established rules for the handling of complaints related to accounting and auditing matters in addition to the internal UBS Group Policies on Whistleblowing Protection for Employees and on Compliance with Attorney Standards of Professional Conduct. The Audit Committee Procedures are available on the UBS website (www.ubs.com/corporate-governance).



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Group Managing Board



Group Managing Board

The Group Managing Board (GMB) represents the next layer in the leadership of the Group below the Group Executive Board. Its members are drawn from the management teams of the Business Groups and the Corporate Center.

 

Role of the Group Managing Board

The purpose of the GMB has a crucial role in implementing our integrated business modelis to align leadership with the firm’s agenda and in promoting the UBStargets according to strategic objectives, culture and incentives. Its

role is to understand, challenge and contribute to further developing the firm’s direction, values and principles and to promote and communicate its culture both throughout the GroupUBS and externally.

Members of the Group Managing Board as of 31 December 2002:


UBS Wealth Management & Business Banking


MichaelWealth Management & Business Banking
Michel Adjadj Head of Private BankingWealth Management Middle East & Africa

Arthur Decurtins Head of Private BankingWealth Management Germany & Benelux

Thomas Escher Head of IT

Jürg Haller Head of Products & Services

Eugen Haltiner Head of Business Banking Switzerland

Marten Hoekstra Head of Market Strategy & Development

Dieter Kiefer Head of Private BankingWealth Management Western Europe

Martin Liechti Head of Private BankingWealth Management Americas

Joe Rickenbacher Chief Credit Officer

Alain Robert Head of Private BankingWealth Management Switzerland

Kathryn Shih Head of Private BankingWealth Management Asia Pacific

Jean Francis Sierro Head of Resources

Richard Sipes Head of Private BankingWealth Management UK & Northern, Eastern and Southern Europe

(retired as of 31.12.03)
Anton Stadelmann Chief Financial Officer

Vittorio Volpi Head of Private BankingWealth Management Italy

Raoul Weil Head of Private BankingWealth Management International

Stephan Zimmermann Head of Operations



UBS Warburg
New members as from 1 March 2004:
  
Hans-Ulrich MeisterHead of Business Unit Large Corporates & Multinationals
Jeremy PalmerHead of Wealth Management UK, Northern & Eastern Europe
Werner PeyerHead of Wealth Management Region Zurich

Investment Bank
Andy Amschwand Head of Investment Bank Switzerland Global Co-HeadHead of Interest Rates and Foreign Exchange / CCT

Mike Bolin
Chief Administrative Officer
Jonathan Britton Chief Financial Officer

Gary Bullock
Global Head of Infrastructure Logistics
Regina A. Dolan Global Head of Strategic Planning and Business Development

Ian DrewChief Credit Officer

Tim FredricksonGlobal Co-Head of Interest Rates and Foreign Exchange

Robert Gillespie Joint Global Head of Investment Banking

Alan C. Hodson Global Head of Equities


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Corporate Governance


Investment Bank (continued)
Michael Hutchins Global Head of Fixed Income, and Interest Rates & Foreign Exchange

Currencies
Huw Jenkins Head of Equities for the Americas


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Ken Moelis 
UBS Warburg (continued)

Danny SchweizerCEO Switzerland

Head of Investment Banking for the Americas
Rory Tapner Joint Global Head of Investment Banking

Robert Wolf
Global Head of Fixed Income
Mark Wallace
New members as from 1 March 2004:
Stephan Keller Chief Risk Officer

Robert WolfPhilip J. Lofts Joint Global Head of Fixed Income

New members as from 1 March 2003:

Mike BolinChief AdministrativeCredit Officer

Gary BullockHead of Infrastructure Logistics

Ken MoelisHead of Investment Banking in the Americas



UBS PaineWebber

Wealth Management USA
Barry Buchsbaum Director of the Branch Group

(until 29 February 2004)
Bruce Bursey Director of Investment ConsultingCounseling Services

(until 29 February 2004)
Luzius Cameron Director of Strategic Planning and New Business Development

Tom Naratil Director of Banking and Transactional Solutions

Robert SilverPresident UBS PaineWebber Services

New member as from 1 March 2003:

Investment Products Group
James D. Price Director of Investment and Marketing Solutions

Robert H. Silver
President and Chief Operating Officer


UBS Global Asset Management
New members as from 1 March 2004:
  

Crispian CollinsRobert J. Chersi Vice Chairman (until 31 March 2003)Chief Financial Officer
Mike DavisDivision Manager Western Division
James M. PierceDivision Manager Central Division
Timothy J. SennattDivision Manager Eastern Division

Jeffrey J. DiermeierChief Investment Officer

Global Asset Management
Gabriel Herrera Head of Europe, Middle East & Africa

Benjamin F. Lenhardt Jr.Chairman Americas (until 31 March 2003)

Thomas Madsen Global Head of Equities

Joe Scoby CEO O’ConnorAlternative & Quantitative Investments

Danny Schweizer
Deputy CEO Alternative & Quantitative Investments
Brian Singer Global Head of Asset Allocation

Kai Sotorp
Head of Asia Pacific
Brian M. Storms CEO Americas

Mark Wallace
Global Head of Logistics Infrastructure
Paul Yates Head of UK

New member as from 1 March 2003:

Kai SotorpHead of Asia Pacific



Corporate Center

Mark Branson Chief Communication Officer

Rolf Enderli Group Treasurer

Thomas Hammer Group Head of Human Resources (from 1 March 2003)

Robert Mann
Head UBS Leadership Institute
Hugo Schaub Group Controller

Walter H. Stuerzinger Group Chief Risk Officer

Marco Suter Group Chief Credit Officer

Robert ZeltnerGroup Head of Human Resources (until 28 February 2003)



Group Internal Audit
New member as from 1 March 2004:
  
Scott G. AbbeyChief Technology Officer

Chairman’s Office
Gertrud Erismann-PeyerCompany Secretary
Markus Ronner Head of Group Internal Audit



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(PHOTO OF MAN WATERING PLANTS)

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          Corporate Responsibility

(CORPORATE RESPONSIBILITY IN GRAY BACKGROUND)

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Corporate Responsibility




Corporate Responsibility

For us, corporate responsibilityresponsible behavior is integral to everything we do, meaning that we want to create sustainable value sustainably for allour shareholders, clients and employees, and at the same time, preserve our environment and contribute to the development of our stakeholders.the communities we do business in.

 

UBS has made corporate responsibilitymakes responsible behavior an important part of its culture, identity and business model. Our approach is to focus on corporate responsibility issues that provide clear benefits to all our stakeholders — clients, employees, shareholders and the community.practices. As a leading global financial services firm, we want to provide our clients with value-added products and services, promote a corporate culture that adheres to the highest ethical standards, while generatingand generate superior but sustainable returns for our shareholders. For UBS, responsible corporate conduct means sometimes moving beyond purely profit oriented or legal and regulatory considerations when doing business.

     We are committed to being an equal opportunity employer, adhering to high social standards, protecting the environment and contributing to the communities which we are a part of. We give all our stakeholders every opportunity to monitor our behavior by adhering to best-in-class transparency standards.
     UBS createdWe aim to provide a Corporate Responsibility Committee in 2001. It determines UBS’s corporate responsibilityfirst-class working environment that is based on the values of diversity and sustainable development policies, supports increased awarenessmeritocracy. Along with business-related targets, we link the performance measurement and assessment of the issue, monitors the company’s adherenceour employees closely to international standards, and advises the Group Executive Board and the Board of Directors. The committee is chaired by Marcel Ospel, Chairman of the UBS Board of Directors. The other committee members are Hans de Gier, Vice Chairman of the Board, Hans Peter Ming, Member of the Board, Peter Wuffli, President of the Group Executive Board, Marcel Rohner, CEO UBS Wealth Management & Business Banking, Donald Marron, Chairman UBS Americas, and Ken Costa, Vice Chairman UBS Warburg.our values.
     UBS has also endorsed and signed several related international charters. In 1992, we were one of the first signatories to the United Nations Environment Program’s Bank Declaration. Since its signing,introduction, the declaration has had an extensiveexerted a considerable influence inon the setting of environmental guidelines and practices for financial institutions. In 1999, we signed the Global Compact, a UN-sponsored platform for encouraging and promoting good corporate practice in the areas of human rights, labor and the environment.

Our corporate responsibility processes

Corporate responsibility is not simply another “issue” that needs to be managed. We are alsobelieve it is an activeunderlying principle of doing business.

     In 2001, we created a Corporate Responsibility Committee. It discusses and judges how to meet the evolving expectations of our stakeholders related to responsible corporate conduct. If it comes to the conclusion that there is gap between what stakeholders expect and our practice, the committee suggests appropriate measures to management, which is then responsible for finding solutions.

     The committee is chaired by Marcel Ospel and includes one other member of the World Business Council for Sustainable Development (WBCSD), a coalitionBoard of 150 international companies who have committed themselves to integrating sustainability principles into their core businesses.
     For us, as a public company, the sustainable creation of value implies strongDirectors, and effective
corporate governance (see page 89 to 125). Furthermore, we are committed to protecting financial privacy, fighting money-laundering, being an equal opportunity employer, protecting the environment and contributing to the communities which we are a part of. Although laws may define minimum standards in many of these areas, simply meeting those minimum standards is not enough.

Creating long-term value for our
shareholders

Atseven senior UBS the value-based management framework views management as the custodian of shareholder wealth. This framework sees the creation of long-term shareholder value as resting on four, mutually supporting pillars. First, we ensure that business decisions are analyzed in terms of the value that they create. Second, the realized value creation is measured and compared with targets. Third, we have incentive systems in place to align the interests of managers with those of shareholders, including tying a meaningful part of total compensation to individual performance targetsexecutives representing our businesses, as well as encouraging managersa number of corporate functions, including legal, communication and staffrisk management.

     The committee’s work is supported by a Corporate Responsibility Working Group that comprises representatives from all our Business Groups, as well as functional experts from the Corporate Center. It is alert to become shareholders. Moreover, internal value driver projectionsany new issues or expectations potentially related to responsible corporate conduct, and valuationsensures that all are benchmarked against external assessments, stock market expectations,brought to the attention of the Corporate Responsibility Committee. Involving all parts of UBS early helps ensure the broad acceptance of the committee’s suggestions, facilitating the implementation of necessary measures.
     Neither the Corporate Responsibility Committee nor the Corporate Responsibility Working Group runs ongoing operational processes. They ensure UBS aligns business practices with changing societal expectations.

Investing in our communities

The “raison d’être” behind our well established program of community investment is the recognition that our success does not only depend on the skill and leading analyst forecasts.

Safeguarding our clients’ right to financial privacy and fighting money laundering

Trust is critical for a global financial services provider. It requires a corporate culture that promotes behavior consistent with the highest ethical standards. To enhance the trust placed in us, it is vital that we protect our clients’ legitimate right to financial privacy while preventing the abuseresources of our services by criminals or terrorists.


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     Becausepeople and the relationships we foster with clients, but also on the health and prosperity of the growing importancecommunities of advisory-based financial services and regulations regarding the exercise of due diligence, financial institutions are gathering more and more information from and about their clients. Unsurprisingly, public and private sector agents are showing a strong appetite for that data, and clients are increasingly worried about its misuse. Financial privacy, as with medical and other forms of personal privacy, are privileges enjoyed by citizens living in a modern, democratic society. At UBS, we firmly believe we should uphold and defend our clients’ right to safeguard their private financial information from third party interests.

     At the same time, the right to financial privacy should not, in any circumstances, be a channel by which criminals can misuse our services. Switzerland’s “know your customer” and other regulations concerning the exercise of due diligence are among the most stringent in the world, and effectively prevent the abuse of banking services by criminals. Banks have to verify the identity of their contracting parties and establish the beneficial owners of assets and must notify the authorities whenever they either have knowledge or a founded suspicion that assets are of criminal origin, are under the control of a criminal organization or might be used for criminal purposes.
     Based on these legal standards, we have established an effective internal framework to prevent the mishandling of our services by criminals. For instance, UBS Wealth Management & Business Banking has developed an IT-based tool known as the “Compliance Register”. It assists client advisors when they are in the process of acquiring new clients as it holds information about Politically Exposed Persons (PEPs) and other exposed personalities. The tool helps client advisors ensure that if UBS establishes or maintains a business relationship with an individual determined to be a PEP, they do so only after having made a clear decision backed up by extensive knowledge of the client in question. This is achieved by undertaking as thorough a due diligence exercise as possible. Access to and control of the register has been structured to meet the requirements of all applicable laws and regulations — most importantly those regarding confidentiality and data protection. Client advisors in all UBS Wealth Management & Business Banking locations can make search queries with

the tool. The Financial Intelligence Unit (FIU), a dedicated compliance team maintaining the register, is automatically notified if and when any queries match with names on its database.

     We are also strongly committed to promoting stringent anti-money laundering standards for the financial industry as a whole. As an example of that, we were one of the driving forces behind the launch of the Wolfsberg Anti-Money Laundering Principles in 2000. The principles are designed to ensure that private banking services are only offered to clients with legitimate sources of wealth — with the same high standards applied globally. Following the terrorist attacks of September 11, 2001, the Wolfsberg Group, comprising major global financial institutions together with Transparency International, released a statement in which member banks committed themselves to efforts that support authorities in their fight against terrorism finance.
     In 2002, UBS and the other members of the Wolfsberg Group worked to develop and issue a set of principles on the establishment and maintenance of correspondent banking relationships. The principles, designed to prevent criminal abuse of correspondent banking relationships, were issued in early November 2002 and were positively received by regulators worldwide. In the new principles, Wolfsberg adherents commit to refrain from offering any of their products and services to so-called “shell banks”. Such entities are often based in less regulated jurisdictions, and frequently cited by regulators around the world as a cause for concern when attempting to tackle criminal abuse of the financial system.

Creating an equal opportunity environment for our employees

An important part of our success as a firm is the fact that our corporate culture blends the best influences of its diverse roots and encourages diversity. Our goal is to attract and retain the most talented and motivated individuals by offering them a rewarding and challenging environment. By encouraging individual success, we allow employees to develop their skills and progress within our organization. One of our competitive strengths is the ability to leverage the skills and knowledge of our staff across the 50 countries in which we operate. In order to fully take advantage of that, we have appointed



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a Global Head of Diversity for the Group. At the same time, we have established Business Group-specific regional and global diversity initiatives. In Switzerland, for example, comprehensive intercultural training is part of our management development program.

     Internal women’s networks are another example of our efforts to promote diversity throughout the firm and across hierarchies. At UBS they have been or are being created around the world. In Switzerland, the United States, the United Kingdom, and Asia Pacific, all-women’s networks provide a forum for their members to support each other as they advance in their careers. For instance, in 2002 the UK chapter of All Bar None (UBS Warburg’s women’s network in the UK and the US) held a networking conference in 2002 called “Leadership in Practice” that attracted approximately 300 attendees.

Investing in our communities

The success of UBS depends not only on the skills and resources of our people and the relationships we have with our clients, but also on the health and prosperity of the communities of which we are a part. We directly benefit from a stable politicalDedicated teams worldwide work closely with senior managers to build partnerships with organizations in the communities where we operate, focusing on education, regeneration and social environment, modern infrastructure and a good education system. Furthermore, community programs create benefits for a company’s reputation, and increase its appeal to its clients.environmental projects.

     UBS supports communities by makingin various ways. We make direct cash donations to organizations, by employee volunteership and matchingmatch donations made byfrom our employees to selected charity funds. We have set up several community affairs programs whichOur employees, through their volunteer efforts, make significant contributions to the communities they are organized at a regional level in order to remain responsive to local expectations. All community investments are clearly focusedpart of.
     Besides the engagement of the bank and concentrate on education, social and community development, as well as environmental protection. UBS encourages its employees, to be actively involvedwe also give our clients the opportunity of engaging in the community and to contribute time and skills to help the causes they care about. In the UK for example, we allow two working days a year for permanent employees to volunteer, subject to line manager approval.
     In July 2002, UBS Warburg was presented with a Business in the Community Award for Excellence — the highest accolade in the UK for corporate community involvement — by HRH the Prince of Wales.

     On another level, thecharitable causes. The UBS Optimus Foundation harnesses the expertise and the capabilities of UBS asinvests donations from our clients into a global financial services company by supporting clients when they express a desire to contribute to worthy causes. Since its launch over three years ago, the foundation has concentrated its investments in a select number of programs and organizations — allthat focus particularly on children. The projects involve close collaboration with respected partner organizations and are selected by a team of which focus on people. The total number of projects is now twelve, divided into the categories of children and talents as well as medical research — running from one that aims to re-integrate Brazil’s street children in society to another that finances a Swiss cancer research project.

Promoting environmental awareness

Environmental protection is onespecialists of the most pressing issues facingFoundation, which also

closely monitors their implementation. The costs of managing and administering the UBS Optimus Foundation are borne in full by UBS, so that the full contribution from our world today. Consequently, it posesclients reaches the projects.

Promoting environmental awareness

Our commitment to the environment is underpinned with a challenge to companies, industries and sectors. At UBS, weprofessional environmental management system certified under the ISO 14001 standard. We remain committed to further integrating environmental considerations into all our business activities. To make this happen,end, our environmental policy focuses on taking advantage of environmentalthe market opportunities,for environmentally friendly products and consideringservices, and taking environmental risks into account in our risk management processes, especially in lending and investment banking. In corporate services,our inhouse operations, we actively look for ways to reduce



A glimpse of what we do

The community investment programs we support are regionally focused and respond to a variety of needs in the communities we do business in around the world. A few examples of our activities last year:

     In the US, the Power Lunch mentoring program pairs professionals with elementary school children to practice reading one lunchtime a week. After six years of participation in New York and New Jersey, UBS sponsored the launch of Power Lunch in a Chicago public school in conjunction with WITS, an award-winning, public-private partnership that serves as a national model of corporate volunteerism. Over 250 UBS employees in New York City, Newark, Chicago, Los Angeles and Stamford have participated in the last two years.
     In Asia Pacific, the UBS SARS Research Foundation was set up in cooperation with the Faculty of Medicine at the University of Hong Kong. It is part of a wider effort across Asia to learn about the disease and prevent similar outbreaks in the future. We

were determined to respond to the SARS crisis in a way that not only allowed us and our employees to contribute in a sustainable way, but would also serve as a vehicle for clients to support efforts to fight the disease. Within six weeks of its launch, donations from corporate and individual donors exceeded USD 330,000 while donations from UBS employees in Hong Kong and elsewhere stood at more than USD 117,000. In addition to the USD 128,000 of seed capital provided by UBS, donations by employees qualify for our match-giving program. Furthermore, the Hong Kong government matches our donations.

     In the UK, we support The Brokerage, a small, proactive charity working with the City of London and other employers to promote local recruitment. It was established to widen access to quality, sustainable job opportunities in the City, breaking down perceived barriers between companies such as UBS and people living in the inner London areas, such as Hackney and Tower Hamlets, which rate high on

the poverty index. By offering a range of services to unemployed people who are interested in working for a City firm, The Brokerage has helped more than 1,000 individuals find employment. To complement our financial contributions, our volunteers have hosted three-month internships for The Brokerage candidates and also run workshops for them in our London offices.

     In Switzerland, our employees, past and present, have built up “A helping hand from UBS employees”, which disburses employees’ donations to enable disadvantaged people to lead active and independent lives. We encourage employee involvement by matching some of the funds raised and through an employee membership scheme. Many of our staff volunteer to support fundraising campaigns throughout the year. For example, the program has funded the training of guide dogs for Le Copain, a Swiss association. These dogs, each of which is trained to carry out more than 50 tasks, help wheelchair users lead a more autonomous life.



115


Corporate Responsibility



the direct environmental impact of our business activities.

     Following increasing demand from clients, UBS     Our Global Asset Management has developed expertise in incorporating environmental and social aspects into its investment research. Focusing on the conceptBusiness Group offers a wide range of sustainability, UBS offers several socially responsible investment (SRI) products to both private and institutional investors. The most important isIn Switzerland and Japan, we use an approach which actively selects the best performers in each industry on social criteria and manages a total of CHF 706 million in assets. Our largest SRI fund, the UBS (Lux) Equity Fund Eco Performance”, which wasPerformance, invests globally in more than 100 equities with superior sustainability performance, while the latest SRI fund launched in 1997. This fundthe Japanese market, the UBS Global Equity 40 SRI+ Mother Fund, invests worldwide in approximately 40 stocks, mainly blue chip companies. In the US, Global Asset Management manages various institutional accounts that exclude certain companies or sectors using “negative” screening criteria. Finally, in the UK, the Global Asset Management business actively seeks to influence corporate responsibility and corporate governance performance of exemplary sector leaders and forward-looking small and medium-sizedthe companies with superior financial, environmental and social performance.it is invested in.
     AdequateRigorous assessment of the riskrisks involved in an investment banking or lending transaction is crucial to itsour success. Although financial considerations dominatelead the assessment of the overall risk of any proposed transaction, environmental aspects can also be meaningful. Based on its Global Environmental Risk Policy, UBS Warburgmeaningful and our Investment Bank has


130


introduced established processes thatto allow early identification of environmental risks in transactions. Initially,In 2003, an institutional investment research firm was hired to design and deliver a training program for senior managers and executives on the key environmental factors are screened by the corresponding investment banking staff. If there are indications of heightened environmental risk, external specialists are called in to investigate them as part of the overall due diligence process. Also in the Swiss lendingrisks arising from business activities. In our Wealth Management & Business Banking business, a careful review of financially relevant environmental aspectsfactors is an important part of UBS’sthe credit risk analysis.process. The environmental risk assessment procedures within this Business Group have improved significantly over the last few years. For example, environmental criteria are now fully built into the IT-based standard credit process. The Wealth Management USA business was also integrated into our program in 2003.

     UBS’s

     Our electricity consumption, the running of our heating, systems, our paper consumption and business travel are the major factors that have a direct impact on the environment. Following the successful extension in 2002 of our ISO 14001 certification of inhouse operations, we implemented a number of environmental improvement initiatives. One example is the comprehensive recycling program now established in all major buildings globally. In 2003, the top 20 largest offices outside Switzerland recycled an estimated 6,100 tons of waste, 43% more than in 2002. The environmental management system helps us use our resources far more efficiently, cutting exhaust gas emissions and costs. As an example, last year in Switzerland, UBS completed a major project of replacing 18,000 printers and 1,400 photocopiers with 5,800 new, multifunctional machines, optimizing energy consumption. We believe the new energy-efficient machines will save 3.0-3.5 gigawatts a year, corresponding to approximately 1-2% of UBS’s annual consumption of electricity in Switzerland. Also, during the installation process, we took the opportunity to encourage employees to cut their paper consumption by promoting wider useproportion of recycled paper,waste in these offices increased from 39% in 2002 to 50% in 2003. Annually, this equates to a saving of approximately 80,000 trees and informing and training employees

about double-sided printing capabilities and other ways to save paper.25,000 cubic meters of landfill.

     In 2002, SGS International Certification Services AG awarded us a three-year ISO 14001 re-certification for2003, Société Générale de Surveillance (SGS), the testing, verification and certification company, confirmed that our environmental management system and which coverscomplied with the ISO 14001 standard both in our banking business and corporate services worldwide.our worldwide inhouse operations. More detailed information on UBS’s environmental management system is available on the internet. See http://www.ubs.com/environment

Third partyThird-party ratings

A number of different independent rating agencies that assess corporate responsibility programs across the world have rated UBSus among the leaders in the field.

     TheSince 1999, the Dow Jones Sustainability Group Indexes (DJSGI) have tracked since 1999, the social, environmental and financial performance of companies in the Dow Jones Global Index that lead the field in terms of corporate responsibility.Index. UBS has been part of the DJSGI since the index’s inception andof the index. It is the leaderalso a benchmark in the banking sector of the Dow Jones STOXX Sustainability indices, which track the performance of the top 20% of companies ofin the Dow Jones STOXX 600 index.Index.
     Also,Furthermore, UBS is included in the FTSE4Good Index, which measures the performance of global companies’ performancecompanies in the areas of environmental sustainability, stakeholder relations and support for human rights.



131116


(PHOTOGRAPH)

132


          UBS Share

(GRAY SQUARE GRAPHIC)

133

117


 

UBS Share Information
The Global Registered Share

 



The Global Registered Share

 

 

UBS ordinary shares are registered shares with a par value of CHF 0.80 per share,each, fully paid up and non-assessable. They are issued in the form of Global Registered Shares (GRS). and listed on the Swiss Exchange (where they are traded on virt-x), and the New York and Tokyo stock exchanges.

     A Global Registered Share is a security that provides direct and equal ownership for all shareholders. It can be traded and transferred across applicable borders without the need for conversion, with identical shares traded on different stock exchanges in different currencies. For example, the samea share purchased on the New York Stock Exchange (NYSE) can be sold on virt-x the pan-European stock exchange where Swiss-listed blue chip stocks are traded, or vice versa.
     Alternatives to the GRS involve the creation of tailor-made securities for individual securities exchanges. Because of the trend towards global financial markets we believe that individual securities will be increasingly traded in multiple markets around the world. Another effect we anticipate is an increasing similarity between the regulatory structures of different markets, reducing the need to have individual securities in each market that comply with different local regulations. In these changing patterns, GRS, which allow for cross-market portability, are ideal to minimize costs to investors.
     The UBS GRS is listed on the Swiss, New York and Tokyo stock exchanges. Although Swiss blue chip stocks (members of the SMI Swiss Market Index) are listed on the SWX Swiss Exchange, all trading takes place on virt-x. virt-x is majority-owned by the SWX Swiss Exchange. It provides an efficient and cost effective pan-European blue chip market. virt-x is a recognized investment exchange supervised by the Financial Services Authority in the United Kingdom. It is delivered on the modern scalable SWX trading platform.
     The UBS ADR (American Depositary Receipt) program was terminated on 16 May 2000 on the listing of the GRS on the New York Stock Exchange (NYSE).

RegistrationRegister

A single register exists for UBS ordinary shares, although it is split into two. There is a Swiss reg-

ister,register, which is maintained by UBS acting as Swiss transfer agent, and a US register, which is maintained by Mellon Investor Services, as US transfer agent. A shareholder is entitled to hold shares registered in theirhis/her name on either register and transfer shares from one register to the other upon giving proper instruction to the transfer agents.

Share liquidity and currency effects

ForDuring 2003, daily average volume in the foreseeable future, becauseUBS share on virt-x was 3.95 million shares. On NYSE, it was 282,000 shares. Because of the greater volume on virt-x, trading of UBS shares traded on virt-x, trading on this exchangethere is expected to beremain the main factor determining the movement in our share price movements. For UBS shares, liquidity on virt-x is expected to remain higher than that on NYSE. During 2002, daily trading volume in UBS shares on NYSE represented an average of 4.46% of the total daily trading volume in UBS shares.price.
     During the hours in which both virt-x and NYSE are simultaneously open for trading (currently 15.303:30 pm to 17.30 CET)5.30 pm Central European Time), price differences are likely to be arbitraged away by professional market makers. The NYSE price will therefore typically be expected to depend on both the virt-x price and the prevailing USD/CHFUS dollar/Swiss franc exchange rate. When virt-x is closed for trading, traded volumes will typically be lower. However, the specialist firm making a market in UBS shares on the

NYSE, Van der Moolen, is required to facilitate sufficient liquidity and an orderly market in the UBS share.

     As a global financial services firm, UBS earns profits in many currencies. Since UBS prepares its accounts in Swiss franc terms, changes in currency exchange rates, particularly the CHF/USD and CHF/EUR cross-rates, may have an effect on reported earnings.

Dividends

UBS normally pays a regular annual dividend to shareholders registered as of the date of the Annual General Meeting (the record date). Payment is usually scheduled three business days thereafter.


134


     The norm in the US is to declare dividends at least ten days in advance of the applicable record date andwith ex-dividend trading commencescommencing two days before the record date. To ensure that shareholders on the Swiss and US registers are similarly treated in connection with dividend payments, and to avoid disparities between the two markets, NYSE trading takes place with due bills for the two businesstwo-business day period preceding the dividend record date.

     UBS pays dividends in CHF (Swiss francs).Swiss francs. For UBS ordinary shares held in street name through The Depository Trust Company, any dividend will be converted into USD (US dollars).US dollars. Holders of UBS ordinary shares registered on the US register will receive dividend payments in USDUS dollars unless they provide notice to Mellon Investor Services, UBS’s US transfer agent, that they wish to receive dividend payments in CHF.Swiss francs.
     UBS will fix the USDUS dollar dividend amount on the basis of the DJ Interbank Foreign Exchange rate for sale of CHFSwiss francs against USD.US dollars.
     Holders of UBS shares who are US taxpayers are normally subject to 35% withholding tax on dividends they receive from UBS, although they can normally reclaim part of this, bringing their withholding tax rate down to 15%. Further disclosure relating to the taxation of US holders of UBS shares can be found in our Form 20-F, in section E of item 10.

Par value distribution July 2002

As outlined in the Capital management section on page 86, UBS reduced the par value of its shares through a distribution of CHF 2.00 on 8 July 2002. This was done instead of paying aPlanned dividend in respect of the year ended 31 December 2001.
     This generally followed the principles described in the preceding section with respect to dividends. The record date for the distribution was set for the close of business on 5 July 2002. The CHF/USD exchange rate for the distribution was fixed on 8 July 2002, the day on which the par value reduction itself took place. The distribution was paid for value on 10 July 2002.
2003
     The par value distribution in July 2002 was not subject to the 35% withholding tax on dividends.

Dividend

For 2002, we plan to pay a normal dividend to our shareholders after having made use of the possibility to make a tax efficient distribution in 2000 (for the fourth quarter only) and 2001 in the form of par value reductions.
     The Board of DirectorsWe will recommend at the Annual General Meeting on 1614 April 20032004 that UBS should pay a dividend of CHF 2.00 per share for the 2002 financial year, a level on par with last year’s CHF 2.00 distribution.
     If the dividend is approved, the ex-dividend date will be 17 April 2003, with payment on 23 April 2003 for shareholders of record on 16 April 2003.



Ticker symbols

Trading exchangeBloombergReutersTelekurs

virt-x
UBSN VX

UBSZn.VX

UBSN, 004

New York Stock Exchange
UBS US

UBS.N

UBS, 65

Tokyo Stock Exchange
8657 JP

UBS.T
N16631, 106


135


UBS Share Information
The UBS Share 2002



          The UBS Share 2002

(LINE CHART)


UBS share price performance in 2002

2002 was a tough year for banking sector stocks and the global equity markets in general. Volatility was high with many geo-political and macro economic factors driving global share prices. The UBS share closed the year at CHF 67.20, down 19.8% over the 12 months. However, this was favorable compared to the Dow Jones Europe Stoxx Banks index, which fell 26.8%. Taking into account the par value repayment, the UBS share generated a total pre-tax return of negative 17.4% to investors for 2002.
     European bank stocks had a steady start in the first quarter with little deviation from the 2001 year end levels. The UBS share, after an initial decline in January, gained nearly 7% during February and March. This rally saw UBS closing at CHF 84.30, its year high, on 8 March.
     During the second quarter, the fear of further widespread corporate problems precipitated a slump in global equity markets. UBS and the major banking sector stocks were not immune from this and also dipped. Additionally, macro

economic data indicated no sign of a sustained global recovery and investors became increasingly cautious in their outlook.

     This negative sentiment drove down the Dow Jones Europe Stoxx Banks index by approximately 30% in the two months following the high levels recorded in May. The UBS share showed a high correlation to the index during this period, and followed the upturn that then continued into August. Overall, the UBS share declined 18% during the third quarter.
     On 8 October the year low for the UBS share was recorded, closing at a price of CHF 51.05. However, a strong rebound occurred over the subsequent 8 days and the share gained almost CHF 17 (33%). Over the fourth quarter, the Dow Jones Stoxx Europe Banks index gained 7.3%, while the UBS share outperformed this, rising 9.6%. The figures were however dampened slightly by a weak trading environment in December. Retreating from its November high of CHF 75.45, the UBS share finished the year at CHF 67.20.


136


UBS share data

             
  As at
  
Registered shares in 1000 units
 31.12.02  31.12.01   31.12.00 

Total shares outstanding  1,256,298   1,281,717   1,333,139 
Total shares ranking for dividend  1,182,263   1,258,653   1,277,874 
Treasury shares (average)  61,266   47,244   97,545 
Treasury shares (year end)  97,181   41,255   55,265 
Weighted average shares (for basic EPS calculations)  1,208,587   1,266,038   1,209,088 
Weighted average shares (for diluted EPS calculations)  1,223,383   1,288,578   1,225,578 

             
  For the year ended
  
CHF
 31.12.02  31.12.01   31.12.00 

Earnings per share
            
Basic EPS  2.92   3.93   6.44 
Basic EPS before goodwill amortization1
  4.73   4.97   7.00 
Diluted EPS  2.87   3.78   6.35 
Diluted EPS before goowill amortization1
  4.65   4.81   6.89 

             
  As at
  
CHF billion
 31.12.02  31.12.01   31.12.00 

Market capitalization
  79.4   105.5   112.7 
% change year-on-year  (25)  (6)    

             
  For the year ended
  
100 shares
 31.12.02  31.12.01   31.12.00 

Trading volumes2
            
SWX total  1,049,364   1,000,402   1,211,446 
SWX daily average  4,148   4,002   4,826 
NYSE total  48,850   54,768   83,032 
NYSE daily average  194   221   522 

1 Excludes the amortization of goodwill and other intangible assets.     2 The trading volumes have been adjusted for the two-for-one share split that became effective on 8 May 2000 and for the three-for-one share split effective 16 July 2001.


137118


   
  UBS Share Information
The UBS Share 2002

 

Trading volumes

             
  For the year ended
1,000 shares 31.12.03  31.12.02  31.12.01 
 
SWX total  987,743   1,049,364   1,000,402 
SWX daily average  3,951   4,148   4,002 
NYSE total  71,096   48,850   54,768 
NYSE daily average  282   194   221 
 
1 The trading volumes have been adjusted for the three-for-one share split effective 16 July 2001.

Ticker symbols

Trading exchangeBloombergReutersTelekurs
virt-xUBSN VXUBSN.VXUBSN, 380
New York Stock ExchangeUBS USUBS.NUBS, 65
Tokyo Stock Exchange8657 JPUBS.TN16631, 106



a dividend of CHF 2.60 per share for the 2003 financial year, 30% higher than last year’s CHF 2.00. This increase reflects the continuously high cash flow generation and strong equity base of the company, but also the fact that our shareholders have different preferences for receiving shareholder returns: some prefer cash dividends, some prefer share buybacks. By pursuing both avenues, we aim to attract and retain the widest, most diverse global shareholder base.

     If the dividend is approved, the ex-dividend date will be 16 April 2004, with payment on 20 April 2004 for shareholders of record on 15 April 2004.

Previous dividends, par value reductions

In 2003, we paid a normal dividend to our shareholders of CHF 2.00 per share for the 2002 financial year. The ex-dividend date was 17 April 2003. Payment took place on 23 April 2003 for shareholders of record on 16 April 2003.
     In 2002, we reduced the par value of our shares to CHF 0.80 each by a distribution of CHF 2.00 per share. This was done in lieu of a dividend payment for the 2001 financial year. This type of payment is treated under Swiss regulations as a return of capital and therefore tax efficient for shareholders who pay taxes in Switzerland, and for those outside Switzerland, as it is not subject to Swiss withholding tax.



119


UBS Share
The UBS Share 2003



The UBS Share 2003

UBS Share Price Chart vs DJ Stoxx banks

(LINE GRAPH)



UBS share price performance in 2003

The global equity markets rebounded significantly in 2003 on evidence of a sustained recovery in corporate earnings and favorable leading economic indicators. Banking and financial stocks in particular gained considerably year on year, with most outperforming the main market indices. The UBS share was no exception and closed 2003 at CHF 84.7, up 26% from the year’s start. Over the same period, the Dow Jones Europe Stoxx Banks Index, our main benchmark, gained 22%.

     After the initial market gains seen early in the year, geopolitical concerns began to weigh on sentiment, pushing global equity prices lower. The UBS share tracked those developments and on 12 March reached its 2003 low of CHF 49.8. In the middle of March, however, those concerns began to recede as investors became less worried that the situation in Iraq would have a protracted and negative influence on the global political and economic environment. The UBS share recovered in line with the market to CHF 63.2, holding its total decline in first quarter to slightly more than 14%.

     The beginning of the second quarter signaled the start of a nine-month rally in global equity markets as investor sentiment became increasingly buoyant. The second quarter saw gains of 18% for the Swiss Market Index (SMI) and 12% for the Dow Jones Industrial Average (DJIA). The UBS share correlated with the Dow Jones Europe Stoxx Banks Index in the period. The share closed at CHF 75.35, a gain of 31% between the end of March and the end of June. These gains more than compensated for the declines witnessed in the first quarter.

(BAR GRAPH)
Market capitalization



120


UBS Share

UBS share data

             
  As at
Registered shares in 1000 units 31.12.03  31.12.02  31.12.01 
 
Total shares outstanding  1,183,047   1,256,298   1,281,717 
Total shares ranking for dividend  1,126,340   1,182,263   1,258,653 
Treasury shares  111,361   97,181   41,255 
Weighted average shares (for basic EPS calculations)  1,116,954   1,208,587   1,266,038 
Weighted average shares (for diluted EPS calculations)  1,138,801   1,223,383   1,288,578 
 
             
  For the year ended
CHF 31.12.03  31.12.02  31.12.01 
 
Earnings per share
            
Basic EPS  5.72   2.92   3.93 
Diluted EPS  5.61   2.87   3.78 
 

UBS shares and market capitalization

                 
Number of shares, except where indicated             % change from 
As at 31.12.03  31.12.02  31.12.01  31.12.02 
 
Total ordinary shares issued
  1,183,046,764   1,256,297,678   1,281,717,499   (6)
Second trading line treasury shares                
2001 program          (23,064,356)    
2002 first program      (67,700,000)        
2002 second program      (6,335,080)        
2003 program  (56,707,000)            
 
Shares outstanding for market capitalization
  1,126,339,764   1,182,262,598   1,258,653,143   (5)
 
Share price (CHF)
  84.70   67.20   83.80   26 
 
Market capitalization (CHF million)
  95,401   79,448   105,475   20 
 
Total treasury shares
  111,360,692   97,181,094   41,254,951   15 
 



     The UBS share fluctuated between CHF 73.5 and CHF 80.5 in third quarter, following broader equity market developments, despite UBS itself reporting a strong set of second quarter results. Although investor confidence remained high in the market, there were latent concerns

(BAR CHART)
Dividend yield1 4%3.59% 3%2.72% 2.63% 2.43% 2.41% 2% 1% 0%1999 2000 2001 2002 2003 1 Dividend and par value reduction paid / average share price of the year for which dividend or par value reduction were paid.

about the general sustainability of the corporate earnings recovery then underway, as well as whether the upward spike in GDP growth in certain major industrial economies would last. The UBS share price reflected this by declining just over 1.7%.

     In fourth quarter, UBS’s earnings performance (in third quarter) gave a substantial boost to the share price. On the day of announcement, the share price rose CHF 2.50. That was in stark contrast to the broader market, which declined that day. General investor sentiment also improved on continued positive worldwide economic data, which further helped to propel the UBS share to a 2003 high of CHF 85.4 on 3 December, a level it remained close to for the rest of the month. It closed 2003 at CHF 84.7. When taking into account the CHF 2 dividend paid in April 2003, the total pre-tax return generated for investors in 2003 was 29%.



121


UBS Share
The UBS Share 2003

Stock exchange prices1

                                                
 SWX Swiss Exchange New York Stock Exchange2  SWX Swiss Exchange New York Stock Exchange 2
 
 
 High Low Period end High Low Period end 
 High Low Period end High Low Period end  (CHF) (CHF) (CHF) (USD) (USD) (USD) 
 (CHF) (CHF) (CHF) (USD) (USD) (USD) 

2002
  84.30  51.05  67.20  51.99  34.54  48.12 
Fourth quarter 2002
  75.45  51.05  67.20  50.88  34.54  48.12 
2003
 85.40 49.80 84.70 68.16 38.00 67.99 
Fourth quarter 2003
 85.40 74.85 84.70 68.16 57.54 67.99 
December 75.30 66.50 67.20 50.54 47.56 48.12  85.40 83.10 84.70 68.16 65.07 67.99 
November 75.45 66.95 74.75 50.88 45.72 50.18  84.35 80.20 83.25 64.38 59.52 64.18 
October 70.35 51.05 70.35 47.26 34.54 47.26  82.00 74.85 82.00 61.34 57.54 61.34 
Third quarter 2002
  75.15  56.80  61.30  49.94  37.86  41.00 
Third quarter 2003
 80.50 73.50 74.10 59.25 54.38 56.23 
September 70.55 57.50 61.30 46.26 38.75 41.00  79.60 74.10 74.10 58.20 54.45 56.23 
August 73.40 59.40 70.70 48.69 39.80 47.01  80.50 75.55 75.55 59.25 54.38 54.38 
July 75.15 56.80 65.30 49.94 37.86 44.30  80.40 73.50 80.40 58.90 55.20 58.30 
Second quarter 2002
  84.15  69.80  74.85  51.99  46.90  49.89 
Second quarter 2003
 75.75 58.90 75.35 58.35 43.58 55.40 
June 81.95 69.80 74.85 51.99 46.90 49.89  75.75 72.75 75.35 58.35 55.31 55.40 
May 82.20 75.00 81.95 51.98 46.95 51.90  71.40 64.60 70.20 55.14 47.39 54.72 
April 84.15 77.55 78.10 50.30 47.63 48.49  67.75 58.90 64.35 49.30 43.58 47.45 
First quarter 2002
  84.30  73.00  82.80  50.50  43.27  49.75 
First quarter 2003
 72.10 49.80 57.50 51.86 38.00 42.70 
March 84.30 79.20 82.80 50.50 46.69 49.75  63.20 49.80 57.50 46.09 38.00 42.70 
February 81.30 73.00 78.85 47.70 43.27 46.44  64.50 55.55 56.90 45.43 40.94 41.70 
January 83.95 77.30 77.50 50.42 45.50 45.45  72.10 59.05 59.05 51.86 43.75 43.92 


2002
 84.30 51.05 67.20 51.99 34.54 48.12 
Fourth quarter 2002 75.45 51.05 67.20 50.88 34.54 48.12 
Third quarter 2002 75.15 56.80 61.30 49.94 37.86 41.00 
Second quarter 2002 84.15 69.80 74.85 51.99 46.90 49.89 
First quarter 2002 84.30 73.00 82.80 50.50 43.27 49.75 
 
2001
  96.83  62.10  83.80  58.49  40.12  50.00  96.83 62.10 83.80 58.49 40.12 50.00 
Fourth quarter 2001 86.85 69.70 83.80 52.83 43.23 50.00  86.85 69.70 83.80 52.83 43.23 50.00 
Third quarter 2001 86.33 62.10 75.60 49.73 40.12 46.15  86.33 62.10 75.60 49.73 40.12 46.15 
Second quarter 2001 92.00 77.50 85.83 51.47 44.87 47.02  92.00 77.50 85.83 51.47 44.87 47.02 
First quarter 2001 96.83 72.33 83.17 58.49 43.02 47.68  96.83 72.33 83.17 58.49 43.02 47.68 


 
2000
  88.17  63.58  88.17  54.10  40.18  54.10  88.17 63.58 88.17 54.10 40.18 54.10 
Fourth quarter 2000 88.17 71.17 88.17 54.10 40.18 54.10  88.17 71.17 88.17 54.10 40.18 54.10 
Third quarter 2000 88.00 74.67 76.67 50.74 44.76 44.85  88.00 74.67 76.67 50.74 44.76 44.85 
Second quarter 2000 83.33 69.83 79.67 50.66 42.99 48.67  83.33 69.83 79.67 50.66 42.99 48.67 
First quarter 2000 72.83 63.58 72.83  72.83 63.58 72.83 

 
1999
  80.00  67.50  71.67  80.00 67.50 71.67 
Fourth quarter 1999 79.92 67.50 71.67  79.92 67.50 71.67 
Third quarter 1999 82.25 67.50 70.50  82.25 67.50 70.50 
Second quarter 1999 88.00 73.67 77.33  88.00 73.67 77.33 
First quarter 1999 82.00 69.08 77.50  82.00 69.08 77.50 


 
19983
  108.83  45.00  70.33 

1 The share prices and volumes have been adjusted for the two-for-one share split that became effective on 8 May 2000 and for the three-for-one share split effective 16 July 2001.  2 UBS was listed on 16 May 2000, therefore there are no NYSE figures for periods prior to May 2000. NYSE figures for second quarter are for 16 May 2000 to 30 June 2000 only, and NYSE figures for 2000 are for 16 May 2000 to 31 December 2000 only.3 UBS was created by the merger of Union Bank of Switzerland and Swiss Bank Corporation, in June 1998. 1998 figures are therefore for the period 29 June 1998 to 31 December 1998 only.



138122


 

Cautionary statement regarding forward-looking statements
This communication contains statements that constitute “forward-looking statements”, including, but not limited to, statements relating to the implementation of strategic initiatives, such as the implementation of the European wealth management strategy, expansion of our corporate finance presence in the US and worldwide, and other statements relating to our future business development and economic performance. While these forward-looking statements represent our judgments and future expectations concerning the development of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, (1) general market, macro-economic, governmental and regulatory trends, (2) movements in local and international securities markets, currency exchange rates and interest rates, (3) competitive pressures, (4) technological developments, (5) changes in the financial position or credit-worthiness of our customers, obligors and counterparties and developments in the markets in which they operate, (6) legislative developments, (7) management changes and changes to our business group structure in 2001, 2002 and 2003 and (8) other key factors that we have indicated could adversely affect our business and financial performance which are contained in other parts of this document and in our past and future filings and reports, including those filed with the SEC. More detailed information about those factors is set forth elsewhere in this document and in documents furnished by UBS shares and market capitalization
                  
Number of shares, except where indicated             % change from 
As at 31.12.02  31.12.01   31.12.00   31.12.01 

Total ordinary shares issued
  1,256,297,678   1,281,717,499   1,333,139,187   (2)
Second trading line treasury shares                
 2000 program          (55,265,349)    
 2001 program      (23,064,356)        
 2002 first program  (67,700,000)            
 2002 second program  (6,335,080)            

Shares outstanding for market capitalization
  1,182,262,598   1,258,653,143   1,277,873,838   (6)

Share price (CHF)
  67.20   83.80   88.17   (20)

Market capitalization (CHF million)
  79,448   105,475   112,666   (25)

Total treasury shares
  97,181,094   41,254,951   55,265,349   136 

Distribution offilings made by UBS Shares

                 
  Shareholders registered  Shares registered 
  
   
As at 31.12.02            
Number of shares registered Number  %  Number  % of shares issued 

1-100  46,868   21.3   2,430,181   0.2 
101-1,000  133,449   60.7   51,563,181   4.1 
1,001-10,000  36,546   16.6   90,247,647   7.2 
10,001-100,000  2,635   1.2   65,357,281   5.2 
100,001-1,000,000  328   0.2   96,176,568   7.7 
1,000,001-5,000,000  55   0.0   120,932,421   9.6 
5,000,001-12,562,975 (1%)  10   0.0   75,122,855   6.0 
1-2%  0   0.0   0   0.0 
2-3%  0   0.0   0   0.0 
3-4%  2   0.0   98,849,839   7.9 
4-5%  0   0.0   0   0.0 
Over 5%  11  0.0   96,531,157   7.7 

Total registered  219,894   100.0   697,211,130   55.6 
Unregistered2
          559,086,548   44.4 

Total shares issued
          1,256,297,6783  100.0 

1 As at 31.12.2002, Chase Nominees Ltd., London, was enteredwith the SEC, including UBS’s Annual Report on Form 20-F for the year ended 31 December 2003. UBS is not under any obligation to (and expressly disclaims any such obligations to) update or alter its forward-looking statements whether as a trustee/nominee holding 7.68%result of all shares issued.     2 Shares not entered in the share register at 31 December 2002.     3 140,763,036 shares registered do not carry voting rights.new information, future events, or otherwise.

Imprint
Publisher/Copyright: UBS AG, Switzerland
Languages: English, German. SAP-No. 80532E-0401


 

139


(UBS LOGO)

   
  UBS Share Information
The UBS Share 2002

Registered shareholders: type and distribution

                 
  Shareholders   Shares 
  
   
 
As at 31.12.02 Number  %  Number  % 

Individual shareholders  211,100   96.0   173,717,031   24.9 
Legal entities  8,205   3.7   189,658,658   27.2 
Nominees, fiduciaries  589   0.3   333,835,441   47.9 

Total
  219,894   100.0   697,211,130   100 

                 
Switzerland  203,739   92.7   349,906,904   50.2 
Europe  11,283   5.1   225,581,696   32.3 
North America  2,872   1.3   59,723,099   8.6 
Other countries  2,000   0.9   61,999,431   8.9 

Total
  219,894   100.0   697,211,130   100.0 


140


INDEX TO EXHIBITS

 UBS AG
Exhibit P.O. Box, CH-8098 Zurich
Number DescriptionP.O. Box, CH-4002 Basel
   
1.1. Articles of Association of UBS AG.
1.2.Organization Regulations of UBS AG.
2(b)Instruments defining the rights of the holders of long-term debt issued by UBS AG and its subsidiaries.

We agree to furnish to the SEC upon request, copies of the instruments, including indentures, defining the rights of the holders of our long-term debt and of our subsidiaries’ long-term debt.
7.Statement regarding ratio of earnings to fixed charges.
8.Significant Subsidiaries of UBS AG.

Please see Note 35 on pages 153 to 156 of the attached Financial Report 2002.
10.Consent of Ernst & Young Ltd.www.ubs.com

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