UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Date: March 6, 2023
UBS Group AG
Commission File Number: 1-36764
UBS AG
Commission File Number: 1-15060
(Registrants' Names)
Bahnhofstrasse 45, Zurich, Switzerland, and
Aeschenvorstadt 1, Basel, Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrants file or will file annual reports under cover of Form 20‑F or Form 40-F.
Form 20-F x Form 40-F o
This Form 6-K consists of the UBS Group AG audited standalone financial statements for the year ended 31 December 2022, as well as the consent of Ernst & Young Ltd. with respect thereto, which appear immediately following this page.
Standalone financial statements and regulatory
Information for the year ended 31 December 2022
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UBS Group AG standalone financial statements
Income statement |
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| USD m |
| CHF m | ||
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| For the year ended |
| For the year ended | ||
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| Note |
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Dividend income from investments in subsidiaries |
| 3 |
| 4,373 | 4,672 |
| 4,255 | 4,270 |
Other operating income |
| 4 |
| 48 | 12 |
| 46 | 12 |
Financial income |
| 5 |
| 2,002 | 1,806 |
| 1,911 | 1,653 |
Operating income |
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| 6,423 | 6,490 |
| 6,212 | 5,935 |
Personnel expenses |
| 6 |
| 20 | 21 |
| 19 | 19 |
Other operating expenses |
| 7 |
| 15 | 44 |
| 14 | 40 |
Amortization of intangible assets |
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| 0 | 4 |
| 0 | 4 |
Financial expenses |
| 8 |
| 1,987 | 1,751 |
| 1,897 | 1,603 |
Operating expenses |
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| 2,022 | 1,819 |
| 1,930 | 1,665 |
Profit / (loss) before income taxes |
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| 4,401 | 4,671 |
| 4,282 | 4,270 |
Tax expense / (benefit) |
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| 12 | 7 |
| 11 | 6 |
Net profit / (loss) |
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| 4,389 | 4,664 |
| 4,271 | 4,264 |
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Balance sheet |
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| USD m |
| CHF m | ||
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| Note |
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
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Assets |
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Liquid assets |
| 9 |
| 1,312 | 1,901 |
| 1,213 | 1,733 |
Marketable securities |
| 10 |
| 106 | 102 |
| 98 | 93 |
Other short-term receivables |
| 11 |
| 2,638 | 4,942 |
| 2,438 | 4,505 |
Accrued income and prepaid expenses |
| 12 |
| 839 | 703 |
| 775 | 641 |
Total current assets |
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| 4,895 | 7,648 |
| 4,524 | 6,973 |
Investments in subsidiaries |
| 13 |
| 41,199 | 41,199 |
| 38,080 | 37,560 |
of which: investment in UBS AG |
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| 40,889 | 40,889 |
| 37,793 | 37,277 |
Financial assets |
| 14 |
| 62,975 | 56,350 |
| 58,207 | 51,373 |
Other non-current assets |
| 15 |
| 336 | 250 |
| 310 | 228 |
Total non-current assets |
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| 104,509 | 97,800 |
| 96,597 | 89,161 |
Total assets |
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| 109,404 | 105,448 |
| 101,121 | 96,133 |
of which: amounts due from subsidiaries |
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| 67,514 | 63,587 |
| 62,403 | 57,970 |
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Liabilities |
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Current interest-bearing liabilities |
| 16 |
| 4,344 | 4,732 |
| 4,015 | 4,314 |
Accrued expenses and deferred income |
| 17 |
| 2,084 | 1,846 |
| 1,927 | 1,683 |
Total short-term liabilities |
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| 6,429 | 6,578 |
| 5,942 | 5,997 |
Long-term interest-bearing liabilities |
| 18 |
| 61,682 | 55,034 |
| 57,012 | 50,172 |
Compensation-related long-term liabilities |
| 19 |
| 3,201 | 3,116 |
| 2,959 | 2,841 |
Total long-term liabilities |
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| 64,883 | 58,149 |
| 59,971 | 53,013 |
Total liabilities |
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| 71,311 | 64,727 |
| 65,913 | 59,010 |
of which: amounts due to subsidiaries |
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| 2,614 | 741 |
| 2,416 | 675 |
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Equity |
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Share capital |
| 20 |
| 359 | 377 |
| 352 | 370 |
General reserves |
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| 23,826 | 26,161 |
| 23,522 | 25,682 |
of which: statutory capital reserve |
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| 23,826 | 26,161 |
| 23,522 | 25,682 |
of which: capital contribution reserve |
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| 23,826 | 26,161 |
| 23,522 | 25,682 |
Voluntary earnings reserve |
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| 16,364 | 14,146 |
| 13,620 | 11,153 |
Treasury shares |
| 21 |
| (6,844) | (4,629) |
| (6,557) | (4,345) |
of which: against capital contribution reserve |
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| (2,525) | (1,242) |
| (2,407) | (1,145) |
Net profit / (loss) |
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| 4,389 | 4,664 |
| 4,271 | 4,264 |
Equity attributable to shareholders |
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| 38,093 | 40,720 |
| 35,209 | 37,124 |
Total liabilities and equity |
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| 109,404 | 105,448 |
| 101,121 | 96,133 |
UBS Group AG standalone financial statements 1
Statement of proposed appropriation of total profit and dividend distribution out of total profit and capital contribution reserve
The Board of Directors (the BoD) proposes that the Annual General Meeting of Shareholders (the AGM) on 5 April 2023 approve the appropriation of total profit and an ordinary dividend distribution of USD 0.55 (gross) in cash per share of CHF 0.10 nominal value under the terms set out below:
Appropriation of and distribution out of total profit | ||||
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| USD m |
| CHF m |
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| For the year ended |
| For the year ended |
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| 31.12.22 |
| 31.12.22 |
Net profit for the period |
| 4,389 |
| 4,271 |
Profit / (loss) carried forward |
| 0 |
| 0 |
Total profit available for appropriation |
| 4,389 |
| 4,271 |
Appropriation to voluntary earnings reserve |
| (3,419) |
| (3,373) |
Dividend distribution: USD 0.55 (gross) per dividend-bearing share, USD 0.275 of which out of total profit1 |
| (969) |
| (897)2 |
Profit / (loss) carried forward |
| 0 |
| 0 |
1 Dividend-bearing shares are all shares issued except for treasury shares held by UBS Group AG as of the record date. The amount of USD 969m presented is based on the total number of shares issued as of 31 December 2022. If the final total amount of the dividend is higher / lower, the difference will be balanced through the appropriation to the voluntary earnings reserve. 2 For illustrative purposes, converted at the closing exchange rate as of 31 December 2022 (CHF / USD 1.08). | ||||
Distribution out of capital contribution reserve | ||||
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| USD m |
| CHF m |
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| For the year ended |
| For the year ended |
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| 31.12.22 |
| 31.12.22 |
Total statutory capital reserve: capital contribution reserve before proposed distribution1 |
| 23,826 |
| 23,522 |
Dividend distribution: USD 0.55 (gross) per dividend-bearing share, USD 0.275 of which out of capital contribution reserve2 |
| (969) |
| (897)3 |
Total statutory capital reserve: capital contribution reserve after proposed distribution |
| 22,856 |
| 22,625 |
1 The Swiss Federal Tax Administration’s current position is that, of the CHF 23.5bn capital contribution reserve available as of 31 December 2022, an amount limited to CHF 8.9bn is available from which dividends may be paid without a Swiss withholding tax deduction. This amount includes a reduction of capital contribution reserves of CHF 1,379m in 2022 (based on the purchase price). 2 Dividend-bearing shares are all shares issued except for treasury shares held by UBS Group AG as of the record date. The amount of USD 969m presented is based on the total number of shares issued as of 31 December 2022. 3 For illustrative purposes, converted at the closing exchange rate as of 31 December 2022 (CHF / USD 1.08). | ||||
As set out above, half of the ordinary dividend distribution of USD 0.55 (gross) in cash per share is payable out of total profit and the other half is payable out of the capital contribution reserve. The portion of the dividend paid out of total profit will be subject to a 35% Swiss withholding tax.
The ordinary dividend distribution is declared in US dollars. Shareholders whose shares are held through SIX SIS AG will receive dividends in Swiss francs, based on a published exchange rate calculated up to five decimal places on the day prior to the ex-dividend date. Shareholders holding shares through DTC or directly registered in the US share register with Computershare will be paid dividends in US dollars. The total amount of the dividend distribution will be capped at CHF 3,366m (the Cap). To the extent that the Swiss franc equivalent of the total dividend distribution would exceed the Cap on the day of the AGM, based on the exchange rate determined by the Board of Directors in its reasonable opinion, the US dollar per share amount of the dividend will be reduced on a pro rata basis so that the total Swiss franc amount does not exceed the Cap.
Provided that the proposed dividend distribution out of the total profit and the capital contribution reserve is approved, the payment of the dividend will be made on 14 April 2023 to holders of shares on the record date of 13 April 2023. The shares will be traded ex-dividend as of 12 April 2023 and, accordingly, the last day on which the shares may be traded with entitlement to receive the dividend will be 11 April 2023.
UBS Group AG standalone financial statements 2
Notes to the UBS Group AG standalone financial statements
UBS Group AG is incorporated and domiciled in Switzerland and its registered office is at Bahnhofstrasse 45, CH-8001 Zurich, Switzerland. UBS Group AG operates under Art. 620 et seq. of the Swiss Code of Obligations as an Aktiengesellschaft (a corporation limited by shares).
The UBS Group AG standalone financial statements are prepared in accordance with the principles of the Swiss law on accounting and financial reporting (32nd title of the Swiss Code of Obligations).
The significant accounting and valuation principles applied are described in Note 2 Accounting policies.
UBS Group AG is the ultimate holding company of the UBS Group, the grantor of the majority of UBS’s deferred compensation plans and the issuer of loss-absorbing capital notes which qualify as Basel III additional tier 1 (AT1) capital on a consolidated UBS Group basis and senior unsecured debt which contributes to the total loss-absorbing capacity (TLAC) of the Group.
The proceeds from the issuances of loss-absorbing AT1 capital notes and TLAC-eligible senior unsecured debt instruments are on lent to UBS AG.
› Refer to Notes 16 and 18 for more information about the main terms and conditions of the loss-absorbing AT1 capital notes and TLAC-eligible senior unsecured debt instruments issued
Furthermore, UBS Group AG grants Deferred Contingent Capital Plan (DCCP) awards to UBS Group employees. These DCCP awards also qualify as Basel III AT1 capital on a consolidated UBS Group basis.
As of 31 December 2022, UBS Group AG’s distributable items for the purpose of AT1 capital instruments were USD 37.7bn (CHF 34.8bn) (31 December 2021: USD 40.3bn (CHF 36.7bn)). For this purpose, distributable items are defined in the terms and conditions of the relevant instruments as the aggregate of (i) net profits carried forward and (ii) freely distributable reserves, in each case less any amounts that must be contributed to legal reserves under applicable law.
In 2022, as approved by shareholders at the Annual General Meeting (the AGM) held on 6 April 2022, the cancellation of 177,787,273 shares, each with a nominal value of CHF 0.10, acquired under the 2021 share repurchase program from its inception in 2021 until 18 February 2022, was executed. The cancellation of these shares resulted in reclassifications within equity but had no net effect on the total equity attributable to shareholders. Share capital has been reduced by the nominal value of the repurchased shares upon cancellation, i.e., USD 18m (CHF 18m). Following the requirements of Swiss tax law for Switzerland-domiciled companies with shares listed on a Swiss stock exchange, effective 1 January 2020, the capital contribution reserve and the voluntary earnings reserve were each reduced by 50% of the total capital reduction amount exceeding the nominal value upon cancellation of the shares, i.e., each by USD 1,502m (CHF 1,383m).
Following revisions to Swiss Corporate Law that are effective from 1 January 2023, the Board of Directors (the BoD) will propose at the 2023 AGM that the shareholders approve the conversion of the share capital currency of UBS Group AG from the Swiss franc to the US dollar. This would align the share capital currency with the functional currency of UBS Group AG. If the change is approved, the share capital of UBS Group AG will be slightly reduced to a nominal value per share of USD 0.10 (from CHF 0.10 currently), with the amount of the reduction allocated to the capital contribution reserve. If approved, the conversion will be implemented with retroactive effect as of 1 January 2023 for accounting purposes based on the closing exchange rate from 30 December 2022. Total equity reported for UBS Group AG will not change.
Presentation currencies
The primary presentation currency of the standalone financial statements of UBS Group AG is the US dollar, in line with its functional currency. Amounts in Swiss francs are additionally presented for each component of the financial statements. UBS Group AG applies the modified closing rate method for converting US dollar amounts into Swiss francs: assets and liabilities are translated at the closing rate, equity positions at historic rates, and income and expense items at the weighted average rate for the period. All resulting currency translation effects are recognized separately in Voluntary earnings reserve, amounting to a negative currency translation effect of CHF 2,343m as of 31 December 2022 (31 December 2021: negative CHF 2,808m).
UBS Group AG standalone financial statements 3
Foreign currency translation
Transactions denominated in foreign currency are translated into US dollars at the spot exchange rate on the date of the transaction. At the balance sheet date, all current assets and short-term liabilities, as well as Financial assets measured at fair value that are denominated in a foreign currency, are translated into US dollars using the closing exchange rate. For Other non-current assets and long-term liabilities, where the asset mirrors the terms of a corresponding liability or the asset and liability otherwise form an economic hedge relationship, the asset and liability are treated as one unit of account for foreign currency translation purposes, with offsetting unrealized foreign currency translation gains and losses based on the closing exchange rate presented net in the income statement. Investments in subsidiaries measured at historic cost are translated at the spot exchange rate on the date of the transaction. Currency translation effects from dividends paid in Swiss francs are recognized in equity. All other currency translation effects are recognized in the income statement.
The main currency translation rates used by UBS Group AG are provided in Note 32 of the consolidated financial statements.
Marketable securities
Marketable securities include investments in alternative investment vehicles (AIVs) with a short-term holding period. The holding period is deemed short term if the vesting of the awards hedged by the AIV is within 12 months after the balance sheet date. These are equity instruments and are measured at fair value based on quoted market prices or other observable market prices as of the balance sheet date. Gains and losses resulting from fair value changes are recognized in Financial income and Financial expenses, respectively.
Financial assets
Financial assets include investments in AIVs with a long-term holding period. The holding period is deemed long term if the vesting of the awards hedged by the AIV is more than 12 months after the balance sheet date. These are equity instruments and are measured at fair value based on their quoted market prices or other observable market prices as of the balance sheet date. Gains and losses resulting from fair value changes are recognized in Financial income and Financial expenses, respectively.
Investments in AIVs that have no quoted market price or no other observable market price are recognized as Financial assets and are measured at their acquisition cost adjusted for impairment losses.
Financial assets further include loans granted to UBS AG that substantially mirror the terms of the perpetual AT1 capital notes and the TLAC-eligible senior unsecured debt instruments issued, as well as fixed-term deposits with UBS AG with maturities more than 12 months after the balance sheet date. The loans and deposits are measured at cost value.
› Refer to Note 14 for more information
Derivative instruments
UBS Group AG uses derivative instruments to manage exposures to foreign currency risks from investments in foreign subsidiaries. The derivative instruments are entered into with UBS AG, mirroring the conditions of the closing transactions UBS AG enters into with third parties.
Derivative instruments are measured at fair value based on quoted market prices or other observable market prices as of the balance sheet date. Unrealized gains and losses are recognized on the balance sheet as Accrued income and prepaid expenses and Accrued expenses and deferred income, respectively. Corresponding gains and losses resulting from fair value changes are recognized in Financial income and Financial expenses, respectively.
Investments in subsidiaries
Investments in subsidiaries are equity interests that are held to carry on the business of the UBS Group or for other strategic purposes. They include all subsidiaries directly held by UBS Group AG through which UBS conducts its business on a global basis. The investments are measured individually and carried at cost less impairment.
› Refer to Note 13 for more information
› Refer to Note 2 in the “Consolidated financial statements” section of this report for a description of businesses of the UBS Group
UBS Group AG standalone financial statements 4
Note 2 Accounting policies (continued)
Long-term interest-bearing liabilities
Long-term interest-bearing liabilities include perpetual loss-absorbing capital notes that qualify as Basel III AT1 capital and TLAC-eligible senior unsecured debt instruments at Group level. They are measured at nominal value. Any difference to nominal value, e.g., premium, discount or external costs that are directly related to the issue, is deferred as Other non-current assets or Accrued expenses and deferred income and amortized to Financial expenses or Financial income over the maturity of the instrument or until the first call date or optional redemption date, where applicable.
› Refer to Note 18 for more information
Treasury shares
Treasury shares acquired by UBS Group AG are recognized at acquisition cost and are presented as a deduction from shareholders’ equity.
Upon disposal of treasury shares or settlement of related share-based awards, any realized gain or loss is recognized in Voluntary earnings reserve. Realized gains and losses from settlement of share-based awards represent the difference between the acquisition cost of the UBS Group AG shares and the grant date fair value of the share-based awards. For the year ended 31 December 2022, a net loss of USD 111m (CHF 102m) from settlement of share-based awards was recognized in Voluntary earnings reserve (2021 comparative period: a net gain of USD 9m (CHF 8m)).
For UBS Group AG shares acquired by a direct or indirect subsidiary, a Reserve for own shares held by subsidiaries is generally created in UBS Group AG’s equity. However, where UBS AG or UBS Switzerland AG acquire UBS Group AG shares and hold such in their trading portfolios, no Reserve for own shares held by subsidiaries is created.
› Refer to Note 21 for more information
Share-based and other deferred compensation plans
Share-based compensation plans
The grant date fair value of equity-settled share-based compensation awards granted to employees is generally recognized over the vesting period of the awards. Awards granted in the form of UBS Group AG shares and notional shares are settled by delivering UBS Group AG shares at vesting, except in jurisdictions where this is not permitted for legal or tax reasons. They are recognized as Compensation-related long-term liabilities if vesting is more than 12 months after the balance sheet date, or as Accrued expenses and deferred income if vesting is within 12 months of the balance sheet date. The amount recognized is adjusted for forfeiture assumptions, such that the amount ultimately recognized is based on the number of awards that meet the related service conditions at the vesting date. The grant date fair value is based on the UBS Group AG share price on the date of grant, taking into consideration post-vesting sale and hedge restrictions, dividend rights, non-vesting conditions, and market conditions, where applicable.
Upon settlement of the share-based awards, any realized gain or loss on the treasury shares is recognized in Voluntary earnings reserve. Realized gains and losses from settlement of share-based awards represent the difference between the acquisition cost of the UBS Group AG shares and the grant date fair value of the share-based awards.
Other deferred compensation plans
Deferred compensation plans that are not share-based, including DCCP awards and awards in the form of AIVs, are accounted for as cash-settled awards. The present value or fair value of the amount payable to employees that is settled in cash is recognized as a liability generally over the vesting period, as Compensation-related long-term liabilities if vesting is more than 12 months after the balance sheet date, and as Accrued expenses and deferred income if vesting is within 12 months from the balance sheet date. The liabilities are remeasured at each balance sheet date at the present value of the corresponding DCCP award and the fair value of investments in AIVs. Gains and losses resulting from remeasurement of the liabilities are recognized in Other operating income and Other operating expenses, respectively.
Recharge of compensation expenses
Expenses related to deferred compensation plans are recharged by UBS Group AG to its subsidiaries employing the personnel. Upon recharge, UBS Group AG recognizes a receivable from its subsidiaries corresponding to a liability representing its obligation toward the employees.
Dispensations in the standalone financial statements
As UBS Group AG prepares consolidated financial statements in accordance with IFRS, UBS Group AG is exempt from various disclosures in the standalone financial statements. The dispensations include the management report and the statement of cash flows, as well as certain note disclosures.
UBS Group AG standalone financial statements 5
Dividend income from investments in subsidiaries in 2022 consisted of USD 4,200m (CHF 4,087m) received from UBS AG related to the financial year ended 31 December 2021, which was approved by the annual general meeting of the shareholders (the AGM) of UBS AG on 5 April 2022, and USD 173m (CHF 168m) received from UBS Business Solutions AG related to the financial year ended 31 December 2021, which was approved by the AGM of UBS Business Solutions AG on 5 April 2022. In 2021, dividend income from investments in subsidiaries consisted of USD 4,539m (CHF 4,149m) received from UBS AG related to the financial year ended 31 December 2020, which was approved by the AGM of UBS AG on 7 April 2021, USD 133m (CHF 122m) received from UBS Business Solutions AG related to the financial year ended 31 December 2020, which was approved by the AGM of UBS Business Solutions AG on 7 April 2021, and a USD 0.2m (CHF 0.2m) net liquidation dividend received from UBS Group Funding (Switzerland) AG in Liquidation following liquidation of the entity in the course of 2020, which was approved by the extraordinary general meeting of the shareholders of UBS Group Funding (Switzerland) AG in Liquidation held on 8 October 2020.
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| USD m |
| CHF m | ||
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| For the year ended |
| For the year ended | ||
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| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Fair value gains on AIV awards |
| 45 | 0 |
| 44 | 0 |
Gains related to equity-settled awards |
| 3 | 12 |
| 2 | 12 |
Total other operating income |
| 48 | 12 |
| 46 | 12 |
|
| USD m |
| CHF m | ||
|
| For the year ended |
| For the year ended | ||
|
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Interest income on onward lending to UBS AG1 |
| 1,929 | 1,756 |
| 1,841 | 1,608 |
Interest income on other interest-bearing assets |
| 55 | 21 |
| 53 | 19 |
Fair value gains on investments in AIVs |
| 0 | 23 |
| 0 | 21 |
Other |
| 18 | 6 |
| 17 | 6 |
Total financial income |
| 2,002 | 1,806 |
| 1,911 | 1,653 |
1 Interest income on onward lending to UBS AG of the proceeds from the issuances of TLAC-eligible senior unsecured debt and loss-absorbing additional tier 1 perpetual capital notes. Refer to Note 1 for more information. | ||||||
Personnel expenses include recharges from UBS AG and UBS Business Solutions AG for personnel-related costs for activities performed by the personnel of those companies for the benefit of UBS Group AG.
UBS Group AG had no employees throughout 2022 and 2021. All employees of the UBS Group, including the members of the Group Executive Board (the GEB) of UBS Group AG, were employed by subsidiaries of UBS Group AG. As of 31 December 2022, the UBS Group employed 72,597 personnel (31 December 2021: 71,385) on a full-time equivalent basis.
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| USD m |
| CHF m | ||
|
| For the year ended |
| For the year ended | ||
|
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Fair value losses on AIV awards |
| 0 | 23 |
| 0 | 21 |
Capital tax |
| 5 | 9 |
| 5 | 8 |
Other |
| 10 | 11 |
| 10 | 10 |
Total other operating expenses |
| 15 | 44 |
| 14 | 40 |
|
| USD m |
| CHF m | ||
|
| For the year ended |
| For the year ended | ||
|
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Interest expense on interest-bearing liabilities |
| 1,931 | 1,740 |
| 1,842 | 1,593 |
Fair value losses on investments in AIVs |
| 44 | 0 |
| 42 | 0 |
Other |
| 13 | 11 |
| 13 | 10 |
Total financial expenses |
| 1,987 | 1,751 |
| 1,897 | 1,603 |
| ||||||
UBS Group AG standalone financial statements 6
As of 31 December 2022, liquid assets consisted of USD 1,039m (CHF 960m) held in current accounts at UBS Switzerland AG and UBS AG and USD 274m (CHF 253m) of time deposits placed with UBS AG. As of 31 December 2021, liquid assets consisted of USD 590m (CHF 538m) held in current accounts at UBS Switzerland AG and UBS AG and USD 1,311m (CHF 1,195m) of time deposits placed with UBS AG.
Marketable securities include investments in alternative investment vehicles (AIVs) related to compensation awards vesting within 12 months after the balance sheet date.
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| USD m |
| CHF m | ||
|
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Onward lending to UBS AG1 |
| 2,000 | 4,252 |
| 1,849 | 3,876 |
Receivables from employing entities related to compensation awards |
| 590 | 639 |
| 545 | 583 |
Other |
| 48 | 51 |
| 44 | 46 |
Total other short-term receivables |
| 2,638 | 4,942 |
| 2,438 | 4,505 |
1 Short-term receivables from the onward lending to UBS AG of the proceeds from the issuances of TLAC-eligible senior unsecured debt and loss-absorbing additional tier 1 perpetual capital notes. Refer to Note 1 for more information. | ||||||
|
| USD m |
| CHF m | ||
|
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Accrued interest income |
| 839 | 703 |
| 775 | 641 |
Other accrued income and prepaid expenses |
| 0 | 0 |
| 0 | 0 |
Total accrued income and prepaid expenses |
| 839 | 703 |
| 775 | 641 |
Unless otherwise stated, the subsidiaries listed below have share capital consisting solely of ordinary shares, which are held by UBS Group AG or UBS AG. The proportion of ownership interest held is equal to the voting rights held by UBS Group AG or UBS AG. The country where the respective registered office is located is also the principal place of business. UBS AG operates through a global network of branches and a significant proportion of its business activity is conducted outside Switzerland, in the UK, the US, Singapore, the Hong Kong SAR and other countries. UBS Europe SE has branches and offices in a number of EU Member States, including Germany, Italy, Luxembourg and Spain. Share capital is provided in the currency of the legally registered office.
Individually significant subsidiaries of UBS Group AG as of 31 December 2022 |
|
|
| ||
Company | Registered office |
| Share capital in million | Equity interest accumulated in % | |
UBS AG | Zurich and Basel, Switzerland |
| CHF | 385.8 | 100.0 |
UBS Business Solutions AG1 | Zurich, Switzerland |
| CHF | 1.0 | 100.0 |
1 UBS Business Solutions AG holds subsidiaries in China, India, Israel and Poland. | |||||
|
|
|
|
|
|
Individually significant subsidiaries of UBS AG as of 31 December 20221 |
|
|
| ||
Company | Registered office | Primary business | Share capital in million | Equity interest accumulated in % | |
UBS Americas Holding LLC | Wilmington, Delaware, USA | Group Functions | USD | 5,150.02 | 100.0 |
UBS Americas Inc. | Wilmington, Delaware, USA | Group Functions | USD | 0.0 | 100.0 |
UBS Asset Management AG | Zurich, Switzerland | Asset Management | CHF | 43.2 | 100.0 |
UBS Bank USA | Salt Lake City, Utah, USA | Global Wealth Management | USD | 0.0 | 100.0 |
UBS Europe SE | Frankfurt, Germany | Global Wealth Management | EUR | 446.0 | 100.0 |
UBS Financial Services Inc. | Wilmington, Delaware, USA | Global Wealth Management | USD | 0.0 | 100.0 |
UBS Securities LLC | Wilmington, Delaware, USA | Investment Bank | USD | 1,283.13 | 100.0 |
UBS Switzerland AG | Zurich, Switzerland | Personal & Corporate Banking | CHF | 10.0 | 100.0 |
1 Includes direct and indirect subsidiaries of UBS AG. 2 Consists of common share capital of USD 1,000 and non-voting preferred share capital of USD 5,150,000,000. 3 Consists of common share capital of USD 100,000 and non-voting preferred share capital of USD 1,283,000,000. | |||||
Individually significant subsidiaries of UBS AG are those entities that contribute significantly to the Group’s financial position or results of operations, based on a number of criteria, including the subsidiaries’ equity and their contribution to the Group’s total assets and profit or loss before tax, in accordance with Swiss regulations.
› Refer to Note 28 in the “Consolidated financial statements” section of this report for more information
UBS Group AG standalone financial statements 7
|
| USD m |
| CHF m | ||
|
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Long-term receivables from UBS AG |
| 62,455 | 55,763 |
| 57,727 | 50,837 |
of which: onward lending1 |
| 61,371 | 54,781 |
| 56,724 | 49,942 |
Investments in alternative investment vehicles at fair value related to awards vesting after 12 months |
| 281 | 332 |
| 260 | 303 |
Investments in alternative investment vehicles at cost less impairment |
| 1 | 2 |
| 1 | 2 |
Other |
| 238 | 253 |
| 220 | 230 |
Total financial assets |
| 62,975 | 56,350 |
| 58,207 | 51,373 |
1 Onward lending to UBS AG of the proceeds from the issuances of TLAC-eligible senior unsecured debt and loss-absorbing additional tier 1 perpetual capital notes. Refer to Note 1 for more information. | ||||||
|
| USD m |
| CHF m | ||
|
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Unamortized issuance fees and discounts |
| 303 | 224 |
| 280 | 204 |
Receivables from employing entities related to compensation awards |
| 33 | 26 |
| 30 | 24 |
Total other non-current assets |
| 336 | 250 |
| 310 | 228 |
Note 16 Current interest-bearing liabilities
As of 31 December 2022, current interest-bearing liabilities totaled USD 4,344m (CHF 4,015m), consisting of loss-absorbing additional tier 1 (AT1) perpetual capital notes of USD 2,000m (CHF 1,849m) and loans from UBS AG and UBS Switzerland AG of USD 2,344m (CHF 2,167m). As of 31 December 2021, current interest-bearing liabilities totaled USD 4,732m (CHF 4,314m), consisting of total loss absorbing capacity (TLAC)-eligible senior unsecured debt instruments of USD 4,252m (CHF 3,876m) and loans from UBS AG and UBS Switzerland AG of USD 480m (CHF 437m).
Notes issued, overview by amount, maturity and coupon |
| 31.12.22 |
| 31.12.21 | |||||||
|
|
|
|
| Carrying amount |
| Carrying amount | ||||
In m, except where indicated | Contractual maturity | First optional call date | Coupon1 |
| in transaction currency | in USD | in CHF |
| in transaction currency | in USD | in CHF |
US dollar-denominated TLAC-eligible senior unsecured notes | 1.2.22 | n/a | 3M USD LIBOR + 153 bps |
| 0 | 0 | 0 |
| 500 | 500 | 456 |
US dollar-denominated TLAC-eligible senior unsecured notes | 1.2.22 | n/a | 2.65% |
| 0 | 0 | 0 |
| 2,000 | 2,000 | 1,823 |
Swiss franc-denominated TLAC-eligible senior unsecured notes | 22.2.22 | n/a | 0.75% |
| 0 | 0 | 0 |
| 300 | 329 | 300 |
Euro-denominated TLAC-eligible senior unsecured notes | 16.11.22 | n/a | 1.75% |
| 0 | 0 | 0 |
| 1,250 | 1,423 | 1,297 |
US dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 31.1.232 | 5% |
| 2,000 | 2,000 | 1,849 |
| 0 | 0 | 0 |
Total notes issued |
|
|
|
|
| 2,000 | 1,849 |
|
| 4,252 | 3,876 |
1 For TLAC-eligible senior unsecured notes, the disclosed coupon rate refers to the contractual coupon rate applied from the issue date up to the contractual maturity date or, if applicable, to the first optional call date. For the loss-absorbing additional tier 1 perpetual capital notes, the disclosed coupon rate refers to the contractual fixed coupon rate from the issue date up to the first optional call date. 2 On 5 December 2022 we announced that we intended to redeem the instrument on 31 January 2023, the first call date. | |||||||||||
|
| USD m |
| CHF m | ||
|
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Short-term portion of compensation-related liabilities |
| 1,191 | 1,157 |
| 1,101 | 1,054 |
of which: Deferred Contingent Capital Plan |
| 391 | 384 |
| 361 | 350 |
of which: other deferred compensation plans |
| 801 | 773 |
| 740 | 705 |
Accrued interest expense |
| 796 | 664 |
| 736 | 606 |
Other |
| 97 | 25 |
| 90 | 23 |
Total accrued expenses and deferred income |
| 2,084 | 1,846 |
| 1,927 | 1,683 |
UBS Group AG standalone financial statements 8
As of 31 December 2022, long-term interest-bearing liabilities totaled USD 61,682m (CHF 57,012m), consisting of loss-absorbing AT1 perpetual capital notes and TLAC-eligible senior unsecured debt instruments of USD 61,444m (CHF 56,792m) and fixed-term loans from UBS AG of USD 238m (CHF 220m). As of 31 December 2021, long-term interest-bearing liabilities totaled USD 55,034m (CHF 50,172m), consisting of loss-absorbing AT1 perpetual capital notes and TLAC-eligible senior unsecured debt instruments of USD 54,781m (CHF 49,942m) and fixed-term loans from UBS AG of USD 253m (CHF 230m).
Notes issued, overview by amount, maturity and coupon |
| 31.12.22 |
| 31.12.21 | |||||||
|
|
|
| Carrying amount |
| Carrying amount | |||||
In m, except where indicated | Contractual maturity | First optional call date | Coupon1 |
| in transaction currency | in USD | in CHF |
| in transaction currency | in USD | in CHF |
US dollar-denominated TLAC-eligible senior unsecured notes2 | 23.5.23 | 23.5.22 | 3.491% |
| 0 | 0 | 0 |
| 2,000 | 2,000 | 1,823 |
US dollar-denominated TLAC-eligible senior unsecured notes2 | 23.5.23 | 23.5.22 | 3M USD LIBOR + 122 bps |
| 0 | 0 | 0 |
| 1,000 | 1,000 | 912 |
US dollar-denominated TLAC-eligible senior unsecured notes3 | 15.8.23 | 15.8.22 | 3M USD LIBOR + 95 bps |
| 0 | 0 | 0 |
| 1,250 | 1,250 | 1,140 |
US dollar-denominated TLAC-eligible senior unsecured notes3 | 15.8.23 | 15.8.22 | 2.859% |
| 0 | 0 | 0 |
| 2,000 | 2,000 | 1,823 |
Euro-denominated low-trigger loss-absorbing additional tier 1 perpetual capital notes4 | Perpetual | 19.2.22 | 5.75% |
| 0 | 0 | 0 |
| 1,000 | 1,138 | 1,038 |
US dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes5 | Perpetual | 31.1.23 | 5% |
| 0 | 0 | 0 |
| 2,000 | 2,000 | 1,823 |
Euro-denominated TLAC-eligible senior unsecured notes | 4.3.24 | n/a | 2.125% |
| 750 | 802 | 742 |
| 750 | 854 | 778 |
Swiss franc-denominated TLAC-eligible senior unsecured notes | 18.5.24 | 18.5.23 | 0.625% |
| 400 | 433 | 400 |
| 400 | 439 | 400 |
US dollar-denominated TLAC-eligible senior unsecured notes | 30.7.24 | 30.7.23 | 1.008% |
| 1,300 | 1,300 | 1,202 |
| 1,300 | 1,300 | 1,185 |
Yen-denominated TLAC-eligible senior unsecured notes | 8.11.24 | 8.11.23 | 0.719% |
| 130,000 | 991 | 916 |
| 130,000 | 1,130 | 1,030 |
Euro-denominated TLAC-eligible senior unsecured notes | 30.11.24 | 30.11.23 | 1.5% |
| 1,250 | 1,337 | 1,236 |
| 1,250 | 1,423 | 1,297 |
Swiss franc-denominated TLAC-eligible senior unsecured notes | 30.1.25 | 30.1.24 | 0.875% |
| 400 | 433 | 400 |
| 400 | 439 | 400 |
Euro-denominated TLAC-eligible senior unsecured notes | 21.3.25 | 21.3.24 | 1% |
| 1,500 | 1,605 | 1,483 |
| 0 | 0 | 0 |
Euro-denominated TLAC-eligible senior unsecured notes | 17.4.25 | 17.4.24 | 1.25% |
| 1,750 | 1,872 | 1,731 |
| 1,750 | 1,992 | 1,816 |
US dollar-denominated TLAC-eligible senior unsecured notes | 5.8.25 | 5.8.24 | 4.49% |
| 1,750 | 1,750 | 1,618 |
| 0 | 0 | 0 |
US dollar-denominated TLAC-eligible senior unsecured notes | 24.9.25 | n/a | 4.125% |
| 2,500 | 2,500 | 2,311 |
| 2,500 | 2,500 | 2,279 |
Euro-denominated TLAC-eligible senior unsecured notes | 29.1.26 | 29.1.25 | 0.25% |
| 1,500 | 1,605 | 1,483 |
| 1,500 | 1,708 | 1,557 |
Swiss franc-denominated TLAC-eligible senior unsecured notes | 23.2.26 | n/a | 1.25% |
| 150 | 162 | 150 |
| 150 | 165 | 150 |
US dollar-denominated TLAC-eligible senior unsecured notes | 15.4.26 | n/a | 4.125% |
| 2,000 | 2,000 | 1,849 |
| 2,000 | 2,000 | 1,823 |
US dollar-denominated TLAC-eligible senior unsecured notes | 12.5.26 | 12.5.25 | 4.488% |
| 1,200 | 1,200 | 1,109 |
| 0 | 0 | 0 |
US dollar-denominated TLAC-eligible senior unsecured notes | 12.5.26 | 12.5.25 | SOFR + 158bps |
| 600 | 600 | 555 |
| 0 | 0 | 0 |
Euro-denominated TLAC-eligible senior unsecured notes | 1.9.26 | 1.6.26 | 1.25% |
| 1,250 | 1,337 | 1,236 |
| 1,250 | 1,423 | 1,297 |
Euro-denominated TLAC-eligible senior unsecured notes | 3.11.26 | 3.11.25 | 0.25% |
| 1,250 | 1,337 | 1,236 |
| 1,250 | 1,423 | 1,297 |
US dollar-denominated TLAC-eligible senior unsecured notes | 30.1.27 | 30.1.26 | 1.364% |
| 1,300 | 1,300 | 1,202 |
| 1,300 | 1,300 | 1,185 |
Euro-denominated TLAC-eligible senior unsecured notes | 15.6.27 | 15.6.26 | 2.75% |
| 1,000 | 1,070 | 989 |
| 0 | 0 | 0 |
US dollar-denominated TLAC-eligible senior unsecured notes | 5.8.27 | 5.8.26 | 4.703% |
| 1,750 | 1,750 | 1,618 |
| 0 | 0 | 0 |
UBS Group AG standalone financial statements 9
Note 18 Long-term interest-bearing liabilities (continued)
Notes issued, overview by amount, maturity and coupon (continued) |
| 31.12.22 |
| 31.12.21 | |||||||
|
|
|
| Carrying amount |
| Carrying amount | |||||
In m, except where indicated | Contractual maturity | First optional call date | Coupon1 |
| in transaction currency | in USD | in CHF |
| in transaction currency | in USD | in CHF |
US dollar-denominated TLAC-eligible senior unsecured notes | 10.8.27 | 10.8.26 | 1.494% |
| 2,000 | 2,000 | 1,849 |
| 2,000 | 2,000 | 1,823 |
Euro-denominated TLAC-eligible senior unsecured notes | 24.2.28 | n/a | 0.25% |
| 1,000 | 1,070 | 989 |
| 1,000 | 1,138 | 1,038 |
US dollar-denominated TLAC-eligible senior unsecured notes | 23.3.28 | 23.3.27 | 4.253% |
| 2,000 | 2,000 | 1,849 |
| 2,000 | 2,000 | 1,823 |
US dollar-denominated TLAC-eligible senior unsecured notes | 12.5.28 | 12.5.27 | 4.751% |
| 1,200 | 1,200 | 1,109 |
| 0 | 0 | 0 |
Euro-denominated TLAC-eligible senior unsecured notes | 5.11.28 | 5.11.27 | 0.25% |
| 1,500 | 1,605 | 1,483 |
| 1,500 | 1,708 | 1,557 |
Yen-denominated TLAC-eligible senior unsecured notes | 9.11.28 | 9.11.27 | 0.973% |
| 20,000 | 152 | 141 |
| 20,000 | 174 | 158 |
Swiss franc-denominated TLAC-eligible senior unsecured notes | 9.11.28 | 9.11.27 | 0.435% |
| 440 | 476 | 440 |
| 440 | 483 | 440 |
Swiss franc-denominated TLAC-eligible senior unsecured notes | 24.8.29 | 24.8.28 | 0.375% |
| 360 | 389 | 360 |
| 360 | 395 | 360 |
Pound sterling-denominated TLAC-eligible senior unsecured notes | 3.11.29 | 3.11.28 | 1.875% |
| 400 | 483 | 446 |
| 400 | 541 | 494 |
Euro-denominated TLAC-eligible senior unsecured notes | 15.6.30 | 15.6.29 | 3.125% |
| 1,000 | 1,070 | 989 |
| 0 | 0 | 0 |
US dollar-denominated TLAC-eligible senior unsecured notes | 13.8.30 | 13.8.29 | 3.126% |
| 1,500 | 1,500 | 1,386 |
| 1,500 | 1,500 | 1,368 |
Euro-denominated TLAC-eligible senior unsecured notes | 3.11.31 | n/a | 0.875% |
| 1,250 | 1,337 | 1,236 |
| 1,250 | 1,423 | 1,297 |
US dollar-denominated TLAC-eligible senior unsecured notes | 11.2.32 | 11.2.31 | 2.095% |
| 2,000 | 2,000 | 1,849 |
| 2,000 | 2,000 | 1,823 |
Australian dollar-denominated TLAC-eligible senior unsecured notes | 25.3.32 | 25.3.25 | Zero coupon accreting (annual yield of 4.5%) |
| 36 | 25 | 23 |
| 0 | 0 | 0 |
Euro-denominated TLAC-eligible senior unsecured notes | 21.9.32 | 21.9.27 | 4.03% |
| 30 | 32 | 30 |
| 0 | 0 | 0 |
US dollar-denominated TLAC-eligible senior unsecured notes | 11.2.33 | 11.2.32 | 2.746% |
| 1,500 | 1,500 | 1,386 |
| 0 | 0 | 0 |
Euro-denominated TLAC-eligible senior unsecured notes | 24.2.33 | n/a | 0.625% |
| 1,250 | 1,337 | 1,236 |
| 1,250 | 1,423 | 1,297 |
US dollar-denominated TLAC-eligible senior unsecured notes | 5.8.33 | 5.8.32 | 4.988% |
| 1,500 | 1,500 | 1,386 |
| 0 | 0 | 0 |
Australian dollar-denominated TLAC-eligible senior unsecured notes | 18.8.35 | 18.8.30 | Zero coupon accreting (annual yield of 2.5%) |
| 38 | 26 | 24 |
| 37 | 27 | 25 |
US dollar-denominated TLAC-eligible senior unsecured notes | 24.11.35 | 24.11.23 | 2.21% |
| 40 | 40 | 37 |
| 40 | 40 | 36 |
Australian dollar-denominated TLAC-eligible senior unsecured notes | 3.12.35 | 3.12.23 | 2.3% |
| 45 | 31 | 28 |
| 45 | 33 | 30 |
US dollar-denominated TLAC-eligible senior unsecured notes | 25.2.36 | 25.2.24 | 2.37% |
| 25 | 25 | 23 |
| 25 | 25 | 23 |
US dollar-denominated TLAC-eligible senior unsecured notes | 4.3.36 | 4.3.24 | 2.49% |
| 40 | 40 | 37 |
| 40 | 40 | 36 |
Euro-denominated TLAC-eligible senior unsecured notes | 17.5.37 | 16.5.27 | 3.73% |
| 45 | 48 | 45 |
| 0 | 0 | 0 |
Australian dollar-denominated TLAC-eligible senior unsecured notes | 18.5.37 | 18.5.25 | Zero coupon accreting (simple interest of 8.92%) |
| 57 | 39 | 36 |
| 0 | 0 | 0 |
Euro-denominated TLAC-eligible senior unsecured notes | 15.9.37 | 15.9.34 | 4.1% |
| 120 | 128 | 119 |
| 0 | 0 | 0 |
Euro-denominated TLAC-eligible senior unsecured notes | 22.6.42 | 22.6.29 | 3.63% |
| 25 | 27 | 25 |
| 0 | 0 | 0 |
Euro-denominated TLAC-eligible senior unsecured notes | 8.9.42 | 8.9.32 | 4.09% |
| 37 | 40 | 37 |
| 0 | 0 | 0 |
Yen-denominated TLAC-eligible senior unsecured notes | 28.9.42 | n/a | 1.79% |
| 10,000 | 76 | 70 |
| 0 | 0 | 0 |
US dollar-denominated TLAC-eligible senior unsecured notes | 11.2.43 | 11.2.42 | 3.179% |
| 1,500 | 1,500 | 1,386 |
| 0 | 0 | 0 |
US dollar-denominated TLAC-eligible senior unsecured notes | 29.3.47 | 29.3.27 | Zero coupon accreting (annual yield of 4.02%) |
| 82 | 82 | 76 |
| 0 | 0 | 0 |
US dollar-denominated TLAC-eligible senior unsecured notes | 4.11.49 | 4.11.24 | Zero coupon accreting (annual yield of 3.8%) |
| 157 | 157 | 146 |
| 152 | 152 | 138 |
US dollar-denominated TLAC-eligible senior unsecured notes | 4.3.50 | 4.3.25 | Zero coupon accreting (annual yield of 3.6%) |
| 133 | 133 | 123 |
| 128 | 128 | 117 |
UBS Group AG standalone financial statements 10
Note 18 Long-term interest-bearing liabilities (continued)
Notes issued, overview by amount, maturity and coupon (continued) |
| 31.12.22 |
| 31.12.21 | |||||||
|
|
|
| Carrying amount |
| Carrying amount | |||||
In m, except where indicated | Contractual maturity | First optional call date | Coupon1 |
| in transaction currency | in USD | in CHF |
| in transaction currency | in USD | in CHF |
US dollar-denominated TLAC-eligible senior unsecured notes | 14.4.50 | 14.4.25 | Zero coupon accreting (annual yield of 4%) |
| 222 | 222 | 206 |
| 214 | 214 | 195 |
US dollar-denominated TLAC-eligible senior unsecured notes | 22.5.50 | 22.5.25 | Zero coupon accreting (annual yield of 3.5%) |
| 109 | 109 | 101 |
| 106 | 106 | 96 |
US dollar-denominated TLAC-eligible senior unsecured notes | 27.5.50 | 27.5.25 | Zero coupon accreting (annual yield of 3.5%) |
| 547 | 547 | 505 |
| 528 | 528 | 482 |
US dollar-denominated TLAC-eligible senior unsecured notes | 22.9.50 | 22.9.23 | Zero coupon accreting (annual yield of 2.8%) |
| 59 | 59 | 54 |
| 57 | 57 | 52 |
US dollar-denominated TLAC-eligible senior unsecured notes | 12.1.51 | 12.1.26 | Zero coupon accreting (annual yield of 2.7%) |
| 105 | 105 | 97 |
| 103 | 103 | 94 |
US dollar-denominated TLAC-eligible senior unsecured notes | 29.1.51 | 29.1.26 | Zero coupon accreting (annual yield of 2.8%) |
| 348 | 348 | 322 |
| 338 | 338 | 309 |
US dollar-denominated TLAC-eligible senior unsecured notes | 26.2.51 | 26.2.26 | Zero coupon accreting (annual yield of 3%) |
| 180 | 180 | 166 |
| 174 | 174 | 159 |
Australian dollar-denominated TLAC-eligible senior unsecured notes | 26.2.51 | 26.2.26 | Zero coupon accreting (annual yield of 3.01%) |
| 95 | 65 | 60 |
| 92 | 67 | 61 |
US dollar-denominated TLAC-eligible senior unsecured notes | 26.5.51 | 26.5.26 | Zero coupon accreting (annual yield of 3.5%) |
| 280 | 280 | 259 |
| 271 | 271 | 247 |
Euro-denominated TLAC-eligible senior unsecured notes | 16.8.52 | 16.8.32 | Zero coupon accreting (annual yield of 4.04%) |
| 98 | 105 | 97 |
| 0 | 0 | 0 |
Singapore dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 28.11.23 | 5.875% |
| 700 | 523 | 483 |
| 700 | 519 | 473 |
US dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 31.1.24 | 7% |
| 2,500 | 2,500 | 2,311 |
| 2,500 | 2,500 | 2,279 |
Australian dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 27.8.24 | 4.375% |
| 700 | 477 | 440 |
| 700 | 509 | 464 |
Singapore dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 4.9.24 | 4.85% |
| 750 | 560 | 518 |
| 750 | 556 | 507 |
US dollar-denominated low-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 19.2.25 | 7% |
| 1,250 | 1,250 | 1,155 |
| 1,250 | 1,250 | 1,140 |
US dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 7.8.25 | 6.875% |
| 1,575 | 1,575 | 1,456 |
| 1,575 | 1,575 | 1,436 |
Swiss franc-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 13.11.25 | 3% |
| 275 | 298 | 275 |
| 275 | 302 | 275 |
US dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 2.6.26 | 3.875% |
| 750 | 750 | 693 |
| 750 | 750 | 684 |
US dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 29.7.26 | 5.125% |
| 750 | 750 | 693 |
| 750 | 750 | 684 |
US dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 12.2.27 | 4.875% |
| 1,500 | 1,500 | 1,386 |
| 0 | 0 | 0 |
Swiss franc-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 16.2.27 | 3.375% |
| 265 | 287 | 265 |
| 0 | 0 | 0 |
US dollar-denominated high-trigger loss-absorbing additional tier 1 perpetual capital notes | Perpetual | 10.2.31 | 4.375% |
| 1,500 | 1,500 | 1,386 |
| 1,500 | 1,500 | 1,368 |
Total notes issued |
|
|
|
|
| 61,444 | 56,792 |
|
| 54,781 | 49,942 |
1 For TLAC-eligible senior unsecured notes, the disclosed coupon rate refers to the contractual coupon rate applied from the issue date up to the contractual maturity date or, if applicable, to the first optional call date. For the loss-absorbing additional tier 1 perpetual capital notes, the disclosed coupon rate refers to the contractual fixed coupon rate from the issue date up to the first optional call date. 2 Instrument was redeemed on 23 May 2022. 3 Instrument was redeemed on 15 August 2022. 4 Instrument was redeemed on 19 February 2022. 5 On 5 December 2022 we announced that we intended to redeem the instrument on 31 January 2023, the first call date. | |||||||||||
|
| USD m |
| CHF m | ||
|
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Long-term portion of compensation-related liabilities |
| 3,201 | 3,116 |
| 2,959 | 2,841 |
of which: Deferred Contingent Capital Plan |
| 1,209 | 1,231 |
| 1,118 | 1,122 |
of which: other deferred compensation plans |
| 1,992 | 1,885 |
| 1,841 | 1,719 |
Total compensation-related long-term liabilities |
| 3,201 | 3,116 |
| 2,959 | 2,841 |
As of 31 December 2022, the issued share capital consisted of 3,524,635,722 (31 December 2021: 3,702,422,995) registered shares with a nominal value of CHF 0.10 each. In 2022, as approved by the AGM held on 6 April 2022, the cancellation of 177,787,273 shares, each with a nominal value of CHF 0.10, acquired under the 2021 share repurchase program from its inception in 2021 until 18 February 2022, was executed. Share capital was reduced by the nominal value of the repurchased shares upon cancellation, i.e., USD 18m (CHF 18m).
› Refer to Note 1 for information on the planned conversion of the share capital currency of UBS Group AG from the Swiss franc to the US dollar
› Refer to “UBS shares” in the “Capital, liquidity and funding, and balance sheet” section of this report for more information about UBS Group AG shares
UBS Group AG standalone financial statements 11
| Number of registered shares | Average price in USD | Average price in CHF |
Balance as of 31 December 2020 | 307,477,002 | 13.14 | 12.80 |
of which: treasury shares held by UBS Group AG | 306,114,513 | 13.13 | 12.80 |
of which: treasury shares held by UBS AG and other subsidiaries | 1,362,490 | 14.13 | 12.62 |
Acquisitions | 214,650,175 | 16.34 | 15.06 |
Disposals | (4,015,711) | 14.95 | 13.63 |
Cancellation1 | (156,632,400) | 13.05 | 12.78 |
Delivery of shares to settle equity-settled awards | (58,283,738) | 13.55 | 12.75 |
Balance as of 31 December 2021 | 303,195,328 | 15.35 | 14.41 |
of which: treasury shares held by UBS Group AG2 | 301,812,111 | 15.34 | 14.40 |
of which: treasury shares held by UBS AG | 1,383,217 | 17.87 | 16.03 |
Acquisitions | 360,148,093 | 17.32 | 16.46 |
Disposals | (7,112,184) | 17.55 | 16.59 |
Cancellation1 | (177,787,273) | 17.00 | 15.66 |
Delivery of shares to settle equity-settled awards | (60,392,076) | 14.56 | 13.53 |
Balance as of 31 December 2022 | 418,051,888 | 16.42 | 15.73 |
of which: treasury shares held by UBS Group AG2 | 416,881,911 | 16.42 | 15.73 |
of which: treasury shares held by UBS AG | 1,169,977 | 18.67 | 17.40 |
1 In 2022, as approved by the shareholders at the Annual General Meeting held on 6 April 2022, the cancellation of 177,787,273 shares, each with a nominal value of CHF 0.10, acquired under the 2021 share repurchase program from its inception in 2021 until 18 February 2022, was executed (In 2021, as approved by the shareholders at the Annual General Meeting held on 8 April 2021, the cancellation of 156,632,400 shares, each with a nominal value of CHF 0.10, repurchased under the 2018–2021 share repurchase program, was executed). Refer to Note 1 for more information. 2 Treasury shares held by UBS Group AG had a carrying value of USD 6,844m (CHF 6,557m) as of 31 December 2022 (31 December 2021: USD 4,629m (CHF 4,345m)). Shares acquired under the 2021 and 2022 share repurchase programs are expected to be canceled by means of a capital reduction, whereby the capital contribution reserve within the statutory capital reserve is expected to be reduced by USD 2,525m (CHF 2,417m, based on purchase price), subject to shareholder approval. Refer to “UBS shares” in the “Capital, liquidity and funding, and balance sheet” section of this report for more information. | |||
As of 31 December 2022, total pledged assets of UBS Group AG amounted to USD 3,401m (CHF 3,143m). These assets consisted of certain liquid assets, marketable securities and financial assets and were pledged to UBS AG. As of 31 December 2021, total pledged assets of UBS Group AG amounted to USD 3,476m (CHF 3,169m). The associated liabilities secured by these pledged assets were USD 2,543m (CHF 2,351m) and USD 676m (CHF 617m) as of 31 December 2022 and 31 December 2021, respectively.
UBS Group AG is jointly and severally liable for the combined value added tax (VAT) liability of UBS entities that belong to the VAT group of UBS in Switzerland.
UBS Group AG standalone financial statements 12
Shareholders registered in the UBS Group AG share register with 3% or more of the total share capital1 | ||
% of share capital | 31.12.22 | 31.12.21 |
Chase Nominees Ltd., London2 | 8.60 | 8.89 |
DTC (Cede & Co.), New York2,3 | 7.12 | 5.78 |
Nortrust Nominees Ltd., London2 | 4.33 | 4.80 |
1 As registration in the UBS share register is optional, shareholders crossing the threshold percentages requiring SIX notification under the FMIA do not necessarily appear in this table. 2 Nominee companies and securities clearing organizations cannot autonomously decide how voting rights are exercised and are therefore not obligated to notify UBS and SIX if they reach, exceed or fall below the threshold percentages requiring disclosure notification under the FMIA. Consequently, they do not appear in the “Shareholders subject to FMIA disclosure notifications” section below. 3 DTC (Cede & Co.), New York, “The Depository Trust Company,” is a US securities clearing organization. | ||
General rules
Under the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015 (the FMIA), anyone directly, indirectly or acting in concert with third parties holding shares in a company listed in Switzerland or holding derivative rights related to shares in such a company directly, indirectly or in concert with third parties must notify the company and the SIX Swiss Exchange (SIX) if the holding reaches, falls below or exceeds one of the following percentage thresholds: 3, 5, 10, 15, 20, 25, 331⁄3, 50 or 662⁄3% of voting rights, regardless of whether or not such rights may be exercised. Nominee companies that cannot autonomously decide how voting rights are exercised are not required to notify the company and SIX if they reach, exceed or fall below the aforementioned thresholds.
Pursuant to the Swiss Code of Obligations, UBS Group AG discloses in its financial statements the identity of any shareholder with a holding of more than 5% of the total share capital of UBS Group AG.
Shareholders subject to FMIA disclosure notifications
According to the mandatory FMIA disclosure notifications filed with UBS Group AG and SIX, as of 31 December 2022, the following entities held more than 3% of the total share capital of UBS Group AG: BlackRock Inc., New York, which disclosed a holding of 5.23% on 29 June 2022; Dodge & Cox International Stock Fund, San Francisco, which disclosed a holding of 3.02% on 28 January 2022; Massachusetts Financial Services Company, Boston, which disclosed a holding of 3.01% on 25 June 2021; Artisan Partners Limited Partnership, Milwaukee, which disclosed a holding of 3.15% on 18 November 2020; and Norges Bank, Oslo, which disclosed a holding of 3.01% on 25 July 2019.
As registration in the UBS share register is optional, the aforementioned shareholders that crossed the indicated percentage thresholds and were required to notify their holding to UBS and SIX do not necessarily appear in the table above, as such table only discloses registered shareholders.
In accordance with the FMIA, the aforementioned holdings are calculated in relation to the total share capital of UBS Group AG reflected in the Articles of Association at the time of the respective disclosure notification.
› Refer to ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html for information about disclosures under the FMIA
Shareholders registered in the UBS Group AG share register with 3% or more of the share capital of UBS Group AG
As a supplement to the mandatory disclosure requirements according to the SIX Swiss Exchange Corporate Governance Directive, the shareholders (acting in their own name or in their capacity as nominees for other investors or beneficial owners) that were registered in the UBS share register with 3% or more of the total share capital of UBS Group AG as of 31 December 2022 or as of 31 December 2021 are listed in the table above.
Cross-shareholdings
UBS Group AG has no cross-shareholdings where reciprocal ownership would be in excess of 5% of capital or voting rights with any other company.
UBS Group AG standalone financial statements 13
Note 25 Share ownership of the members of the Board of Directors, the Group Executive Board and other employees
Shares awarded |
|
|
|
|
|
|
|
|
|
|
|
| For the year ended 31.12.22 |
| For the year ended 31.12.21 | ||||||
|
| Number of shares |
| Value of shares in USD m1 | Value of shares in CHF m1 |
| Number of shares |
| Value of shares in USD m1 | Value of shares in CHF m1 |
Awarded to members of the BoD |
| 281,112 |
| 6 | 5 |
| 361,853 |
| 5 | 5 |
Awarded to members of the GEB |
| 3,602,659 |
| 65 | 60 |
| 5,194,307 |
| 76 | 69 |
Awarded to other UBS Group employees |
| 58,601,111 |
| 1,052 | 973 |
| 63,527,242 |
| 928 | 846 |
Total |
| 62,484,882 |
| 1,123 | 1,038 |
| 69,083,402 |
| 1,010 | 921 |
1 Shares awarded to members of the BoD during 2022 for the period from the 2021 AGM to the 2022 AGM were valued at CHF 19.194 and shares awarded during 2021 for the period from the 2020 AGM to the 2021 AGM were valued at CHF 13.81 (average closing price of UBS shares over the last 10 trading days leading up to and including the grant date). Shares (including notional shares) awarded to members of the GEB in office during disclosed periods and other UBS Group employees were valued at weighted average grant date fair value (USD 17.96 for the year ended 31 December 2022 and USD 14.61 for the year ended 31 December 2021). For illustrative purposes, the value of the shares was converted at the closing exchange rates as of 31 December 2022 (CHF / USD 1.08) and 31 December 2021 (CHF / USD 1.10), accordingly. | ||||||||||
› Refer to the “Compensation” section of this report for more information about the terms and conditions of the shares awarded to the members of the Board of Directors and the Group Executive Board
Number of shares of BoD members1 | |||
Name, function | on 31 December | Number of shares held | Voting rights in % |
Colm Kelleher, Chairman2 | 2022 | 339,084 | 0.022 |
2021 | - |
| |
Lukas Gähwiler, Vice Chairman2, 3 | 2022 | 283,907 | 0.019 |
2021 | - |
| |
Axel A. Weber, former Chairman2 | 2022 | - |
|
2021 | 1,148,369 | 0.071 | |
Jeremy Anderson, Senior Independent Director | 2022 | 119,660 | 0.008 |
2021 | 97,518 | 0.006 | |
Claudia Böckstiegel, member | 2022 | 7,814 | 0.001 |
2021 | 0 | 0.000 | |
William C. Dudley, member | 2022 | 66,646 | 0.004 |
2021 | 49,714 | 0.003 | |
Patrick Firmenich, member | 2022 | 27,275 | 0.002 |
2021 | 0 | 0.000 | |
Reto Francioni, member2 | 2022 | - |
|
2021 | 139,609 | 0.009 | |
Fred Hu, member | 2022 | 97,543 | 0.006 |
2021 | 74,481 | 0.005 | |
Mark Hughes, member | 2022 | 48,497 | 0.003 |
2021 | 30,263 | 0.002 | |
Nathalie Rachou, member | 2022 | 31,126 | 0.002 |
2021 | 18,102 | 0.001 | |
Julie G. Richardson, member | 2022 | 138,204 | 0.009 |
2021 | 117,365 | 0.007 | |
Dieter Wemmer, member | 2022 | 132,320 | 0.009 |
2021 | 114,086 | 0.007 | |
Jeanette Wong, member | 2022 | 93,440 | 0.006 |
2021 | 68,452 | 0.004 | |
Total | 2022 | 1,385,516 | 0.090 |
2021 | 1,857,959 | 0.116 | |
1 Includes blocked and unblocked shares held by BoD members, including those held by related parties. No options were granted in 2022 and 2021. 2 At the 2022 AGM, Lukas Gähwiler and Colm Kelleher were newly elected and Reto Francioni and Axel A. Weber did not stand for re-election. 3 Includes 203,246 unvested shares granted under variable compensation plans with forfeiture provisions as part of Lukas Gähwiler’s compensation for his executive roles previously held at UBS. | |||
UBS Group AG standalone financial statements 14
Note 25 Share ownership of the members of the Board of Directors, the Group Executive Board and other employees (continued)
Share ownership / entitlements of GEB members1 | |||||
Name, function | on 31 December | Number of unvested shares / at risk2 | Number of vested shares | Total number of shares | Potentially conferred voting rights in % |
Ralph A.J.G. Hamers, Group Chief Executive Officer | 2022 | 349,441 | 5,238 | 354,679 | 0.023 |
2021 | 122,453 | 2,673 | 125,126 | 0.008 | |
Christian Bluhm, Group Chief Risk Officer | 2022 | 707,979 | 0 | 707,979 | 0.046 |
2021 | 654,579 | 226 | 654,805 | 0.041 | |
Mike Dargan, Group Chief Digital and Information Officer | 2022 | 386,141 | 17,955 | 404,096 | 0.026 |
2021 | 240,343 | 82,743 | 323,086 | 0.020 | |
Kirt Gardner, former Group Chief Financial Officer | 2022 | - | - | - | - |
2021 | 780,640 | 236,421 | 1,017,061 | 0.063 | |
Suni Harford, President Asset Management | 2022 | 1,028,210 | 44,202 | 1,072,412 | 0.070 |
2021 | 636,122 | 22,199 | 658,321 | 0.041 | |
Naureen Hassan, President UBS Americas | 2022 | 0 | 0 | 0 | 0.000 |
2021 | - | - | - | - | |
Robert Karofsky, President Investment Bank | 2022 | 1,037,028 | 364,914 | 1,401,942 | 0.092 |
2021 | 851,520 | 357,064 | 1,208,584 | 0.075 | |
Sabine Keller-Busse, President Personal & Corporate Banking and President UBS Switzerland | 2022 | 973,150 | 566,106 | 1,539,256 | 0.101 |
2021 | 798,457 | 421,491 | 1,219,948 | 0.076 | |
Iqbal Khan, President Global Wealth Management and President EMEA | 2022 | 960,301 | 0 | 960,301 | 0.063 |
2021 | 898,111 | 113,715 | 1,011,826 | 0.063 | |
Edmund Koh, President Asia Pacific | 2022 | 724,865 | 579,937 | 1,304,802 | 0.085 |
2021 | 501,322 | 493,977 | 995,299 | 0.062 | |
Barbara Levi, Group General Counsel | 2022 | 407,195 | 45,818 | 453,013 | 0.030 |
2021 | 430,732 | 0 | 430,732 | 0.027 | |
Tom Naratil, former Co-President Global Wealth Management and President UBS Americas | 2022 | - | - | - | - |
2021 | 1,374,044 | 950,682 | 2,324,726 | 0.145 | |
Markus Ronner, Group Chief Compliance and Governance Officer | 2022 | 586,283 | 0 | 586,283 | 0.038 |
2021 | 418,452 | 57,856 | 476,308 | 0.030 | |
Sarah Youngwood, Group Chief Financial Officer | 2022 | 299,729 | 0 | 299,729 | 0.020 |
2021 | - | - | - | - | |
Total | 2022 | 7,460,322 | 1,624,170 | 9,084,492 | 0.593 |
2021 | 7,706,776 | 2,739,047 | 10,445,823 | 0.650 | |
1 Includes all vested and unvested shares of GEB members, including those held by related parties. No options were held in 2022 and 2021 by any GEB member or any of its related parties. Refer to “Note 27 Employee benefits: variable compensation” in the “Consolidated financial statements” section of our Annual Report 2022 for more information. 2 Includes shares granted under variable compensation plans with forfeiture provisions. For the 2019/20 LTIP award, the values reflect the final value. For all other LTIP awards, the values reflect the fair value awarded at grant. The actual number of shares vesting in the future will be calculated under the terms of the plans. Refer to the “Group compensation” section of this report for more information about the plans. | |||||
Related parties are defined under the Swiss Code of Obligations as direct and indirect participants with voting rights of 20% or more, management bodies (BoD and GEB), external auditors, and direct and indirect investments in subsidiaries. Payables due to members of the GEB and the external auditors are provided in the table below. Amounts due from and due to subsidiaries are provided on the face of the balance sheet.
|
| USD m |
| CHF m | ||
|
| 31.12.22 | 31.12.21 |
| 31.12.22 | 31.12.21 |
Payables due to the members of the GEB |
| 110 | 129 |
| 102 | 118 |
of which: Deferred Contingent Capital Plan |
| 44 | 57 |
| 40 | 52 |
of which: other deferred compensation plans |
| 66 | 72 |
| 61 | 66 |
Payables due to external auditors |
| 0 | 0 |
| 0 | 0 |
|
|
|
|
|
|
|
p
UBS Group AG standalone financial statements 15
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in each of the following registration statements of UBS Group AG, UBS AG and their affiliates:
(1) on Form F-3 (Registration Number 333-263376), and each related prospectus currently outstanding under such registration statement,
(2) on Form S-8 (Registration Numbers 333-200634; 333-200635; 333-200641; 333-200665; 333-215254; 333-215255; 333-228653; 333-230312; 333-249143), and each related prospectus currently outstanding under any of the aforementioned registration statements,
(3) the base prospectus of Corporate Asset Backed Corporation (CABCO) dated 23 June 2004 (Registration Number 333-111572),
(4) the Form 8-K of CABCO dated 23 June 2004 (SEC File Number 001-13444), and
(5) the Prospectus Supplements relating to the CABCO Series 2004-101 Trust dated 10 May 2004 (Registration Number 033-91744) and 17 May 2004 (Registration Number 033-91744-05),
of our report dated 03 March 2023, with respect to the standalone financial statements of UBS Group AG for the year ended 31 December 2022 included in this Report of Foreign Private Issuer (Form 6-K) dated 06 March 2023, filed with the Securities and Exchange Commission.
UBS Group AG standalone financial statements 18
This Form 6-K is hereby incorporated by reference into (1) each of the registration statements of UBS AG on Form F-3 (Registration Number 333-263376), and of UBS Group AG on Form S-8 (Registration Numbers 333-200634; 333-200635; 333-200641; 333-200665; 333-215254; 333-215255; 333-228653; 333-230312; and 333-249143), and into each prospectus outstanding under any of the foregoing registration statements, (2) any outstanding offering circular or similar document issued or authorized by UBS AG that incorporates by reference any Forms 6-K of UBS AG that are incorporated into its registration statements filed with the SEC, and (3) the base prospectus of Corporate Asset Backed Corporation (“CABCO”) dated June 23, 2004 (Registration Number 333-111572), the Form 8-K of CABCO filed and dated June 23, 2004 (SEC File Number 001-13444), and the Prospectus Supplements relating to the CABCO Series 2004-101 Trust dated May 10, 2004 and May 17, 2004 (Registration Number 033-91744 and 033-91744-05).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
UBS Group AG
By: _/s/ Christopher Castello_______
Name: Christopher Castello
Title: Group Controller and
Chief Accounting Officer
By: _/s/ David Kelly _____________
Name: David Kelly
Title: Managing Director
UBS AG
By: _/s/ Christopher Castello_______
Name: Christopher Castello
Title: Controller and Chief
Accounting Officer
By: _/s/ David Kelly _____________
Name: David Kelly
Title: Managing Director
Date: March 6, 2023