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 28, 2024
UBS Group AG
(
Registrant's Name)
Bahnhofstrasse 45, 8001 Zurich, Switzerland
(Address of principal executive office)
Commission File Number: 1-36764
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Form 20-F
☒
☐
This Form 6-K consists of the UBS Group AG audited standalone financial statements for the year ended 31 December 2023,
as well as the consent of Ernst & Young Ltd. with respect thereto, which appear immediately following this page.
UBS Group AG
31 December 2023
UBS Group AG standalone financial statements
Table of contents
2
2
3
4
5
6
1
6
2
9
3
10
10
4
10
5
10
6
10
7
11
8
11
9
12
12
10
12
11
12
12
13
13
13
14
14
15
14
16
15
17
18
18
18
19
18
20
Treasury shares
19
19
21
19
22
20
23
21
24
22
UBS Group AG standalone financial statements
UBS Group AG standalone financial statements
Audited |
Income statement
USD m
CHF m
For the year ended
For the year ended
Note
31.12.23
31.12.22
31.12.23
31.12.22
Dividend income from investments in subsidiaries
Other operating income
Financial income
Income from valuation of investments in subsidiaries
3, 13
Operating income
Personnel expenses
Other operating expenses
Financial expenses
Impairment of investments in subsidiaries
3, 13
Operating expenses
Extraordinary income
1
Extraordinary expenses
1
Profit / (loss) before income taxes
Tax expense / (benefit)
Net profit / (loss)
1 Reflects the write-off of additional tier 1 (AT1) instruments formerly issued by Credit Suisse Group AG in a total amount of USD 17,317m (CHF 15,771m) and the write-off of the corresponding internal AT1
instruments issued by Credit Suisse AG in a total amount of USD 16,319m (CHF 14,861m). Refer to Note 3 for more information.
UBS Group AG standalone financial statements
Balance sheet
USD m
CHF m
Note
31.12.23
31.12.22
31.12.23
31.12.22
Assets
Liquid assets
Marketable securities
Other short-term receivables
Accrued income and prepaid expenses
Total current assets
Investments in subsidiaries
of which: investment in UBS AG and Credit Suisse AG
of which: investment in UBS AG
Financial assets
Other non-current assets
Total non-current assets
Total assets
of which: amounts due from subsidiaries
Liabilities
Current interest-bearing liabilities
Accrued expenses and deferred income
Total short-term liabilities
Long-term interest-bearing liabilities
Compensation-related long-term liabilities
Other long-term liabilities
Total long-term liabilities
Total liabilities
of which: amounts due to subsidiaries
Equity
Share capital
Statutory capital reserve
of which: capital contribution reserve
of which: other statutory capital reserve
Statutory earnings reserve
of which: reserve for treasury shares held by subsidiaries
Voluntary earnings reserve
Treasury shares
of which: against capital contribution reserve
Net profit / (loss)
Equity attributable to shareholders
Total liabilities and equity
UBS Group AG standalone financial statements
Reconciliation of equity
In USD m
Share
capital
Statutory
capital
reserve
of which:
capital
contribution
reserve
of which:
other
statutory
capital
reserve
Statutory
earnings
reserve
Voluntary
earnings
reserve
Treasury
shares
Net profit /
(loss)
Total
equity
Balance as of 31 December 2022
Appropriation of prior-year profit
Acquisition of Credit Suisse Group AG as of 1 January
2023
Treasury shares issued in the acquisition of the Credit
Suisse Group
Dividend distribution
Change in reserve for own shares
Transactions in treasury shares
Share capital currency conversion
1
Reclassification
2
Cancellation of shares
3
Net profit / (loss) for the period
Balance as of 31 December 2023
In CHF m
Share
capital
Statutory
capital
reserve
of which:
capital
contribution
reserve
of which:
other
statutory
capital
reserve
Statutory
earnings
reserve
Voluntary
earnings
reserve
Treasury
shares
Net profit /
(loss)
Total
equity
Balance as of 31 December 2022
Appropriation of prior-year profit
Acquisition of Credit Suisse Group AG as of 1 January
2023
Treasury shares issued in the acquisition of the Credit
Suisse Group
Dividend distribution
Change in reserve for own shares
Transactions in treasury shares
Share capital currency conversion
1
Reclassification
2
Cancellation of shares
3
Foreign Currency Translation
Net profit / (loss) for the period
Balance as of 31 December 2023
1 In 2023, as approved by shareholders at the Annual General Meeting (the AGM) held on 5 April 2023, the share capital currency was changed from the Swiss franc to the US dollar. The conversion resulted in an
increase of share capital by USD 22m (CHF 20m), which was allocated to the Other statutory capital reserve. The following reduction of the nominal value per share to USD 0.10 (from CHF 0.10) resulted in a share
capital decrease of USD 28m (CHF 25m), which was allocated to the Capital contribution reserve. As a consequence of the change in the share capital currency, the Capital contribution reserve was also converted
from Swiss francs to US dollars, resulting in an increase of USD 1,602m (CHF 1,482m), with the offset recorded in the Other statutory capital reserve. The conversion was implemented with a retroactive effect as of
1 January 2023 for accounting purposes based on the closing exchange rate from 30 December 2022. 2 In 2023, the Swiss Federal Court confirmed the practice of the Swiss Federal Tax Administration (SFTA) that
limits the capital contribution reserve distributable to the shareholders free of withholding tax to an amount confirmed by the SFTA. In order to align the capital contribution reserve to the amount confirmed by the
SFTA, an amount of USD 22,707m (CHF 19,113m) was reclassified from the Capital contribution reserve to the Other statutory capital reserve. This resulted in a capital contribution reserve balance of USD 32,731m
(CHF 33,648m) as of 31 December 2023 that can be distributed free of withholding tax to the shareholders of UBS Group AG. The capital contribution reserve includes an amount of USD 24,498m (CHF 22,643m)
confirmed by the SFTA, which was transferred from the former Credit Suisse Group AG to UBS Group AG upon the acquisition in 2023 and represented the amount of total shareholders’ equity less share capital as
per Acquisition of Credit Suisse Group AG as of 1 January 2023. 3 On 5 April 2023, the shareholders at the AGM also approved the cancellation of 62,548,000 shares, each with a nominal value of CHF 0.10,
purchased under the 2021 share repurchase program. Share capital was reduced by the nominal value of the repurchased shares upon cancellation, i.e., USD 7m (CHF 6m). 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 repurchased shares, i.e., each by USD 554m (CHF 511m). Amounts
disclosed in Swiss francs may differ from the purchase price of the shares due to the applied method of converting US dollar amounts to Swiss franc amounts for presentation purposes. The events described in the
aforementioned footnotes 1, 2 and 3 did not change the total equity reported for UBS Group AG.
UBS Group AG standalone financial statements
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 on 24 April 2024 approve
the appropriation of total profit and an ordinary dividend distribution of USD 0.70 (gross) in cash per share of USD 0.10
nominal value under the terms set out below:
Appropriation of and distribution out of total profit
USD m
CHF m
For the year ended
For the year ended
31.12.23
31.12.23
Net profit for the period
Profit / (loss) carried forward
Total profit available for appropriation
Appropriation to voluntary earnings reserve
Dividend distribution: USD 0.70 (gross) per dividend-bearing share, USD 0.35 of which out of total profit
1
2
Profit / (loss) carried forward
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 1,212m presented is based on the total number of shares issued as of
31 December 2023. If the final total amount of the dividend is higher or 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 2023 (CHF / USD 1.19).
Distribution out of capital contribution reserve
USD m
CHF m
For the year ended
For the year ended
31.12.23
31.12.23
Statutory capital reserve, of which capital contribution reserve before proposed distribution
Dividend distribution: USD 0.70 (gross) per dividend-bearing share, USD 0.35 of which out of capital contribution reserve
1
2
Statutory capital reserve, of which capital contribution reserve after proposed distribution
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 1,212m presented is based on the total number of shares issued as of
31 December 2023. 2 For illustrative purposes, converted at the closing exchange rate as of 31 December 2023 (CHF / USD 1.19).
As set out above, half of the ordinary dividend distribution of USD 0.70 (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.
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 3 May 2024 to holders of shares on the record date of 2 May 2024. The
shares will be traded ex-dividend as of 30 April 2024 and, accordingly, the last day on which the shares may be traded
with entitlement to receive the dividend will be 29 April 2024.
UBS Group AG standalone financial statements
Notes to the UBS Group AG standalone financial statements
Note 1 Corporate information
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
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.
UBS Group AG is the ultimate holding company of the UBS Group, the grantor of certain deferred compensation plans
of UBS 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 either on-lent to UBS AG or Credit Suisse AG, or used for downstream funding in the form of debt securities issued
by Credit Suisse AG.
›
Refer to Notes 15 and 17 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 2023, UBS Group AG
’
s distributable items for the purpose of AT1 capital instruments were
USD 65.1bn (CHF 54.7bn) (31 December 2022: USD 37.7bn (CHF 34.8bn)). 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.
Note 2 Accounting policies
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
fair value that are denominated in a foreign currency, are translated into US dollars using the closing exchange rate. For
Other non-current assets
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 offset ting unrealized foreign currency translation gains and losses based
on the closing exchange rate presented net in the income statement.
Investments in subsidiaries
cost are translated at the spot exchange rate on the date of a contribution. 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 33 in the “Consolidated financial
statements” section of the UBS Group Annual Report 2023.
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 6,397m as of 31 December 2023
(31 December 2022: negative CHF 2,343m).
UBS Group AG standalone financial statements
Note 2 Accounting policies (continued)
Marketable securities
Marketable securities
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
Financial expenses,
Financial assets
Financial assets
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
Financial
expenses,
Financial assets
Suisse AG, all with a remaining maturity of more than 12 months. The loans granted to UBS AG substantially mirror the
terms of the perpetual AT1 capital notes and the TLAC-eligible senior unsecured debt instruments issued. The loans and
deposits are measured at cost value. The debt securities represent downstream funding to Credit Suisse AG which
substantially mirrors the terms of TLAC-eli gible senior unsecured debt instruments issued. These securities 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 and exposures to interest rate risk from certain fixed-rate debt instruments. The derivative instruments are
entered into with UBS AG and Credit Suisse AG, mirroring the conditions of the transactions that they enter 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
Accrued expenses and deferred income
, respectively. Corresponding gains and losses resulting from fair
value changes are recognized in
Financial income
Financial expenses,
Hedge accounting
UBS Group AG applies the following hedge accounting policies where requirements on risk management, documentation
and effectiveness are met:
Fair value hedges of interest rate risk related to debt instruments
UBS Group AG designates certain fixed-rate issued debt instruments and fixed-to-floating interest rate derivatives as
hedged items and hedging instruments, respectively, in fair value hedge accounting relationships. The hedged risk is
determined as the change in the fair value of the issued debt instruments attributable to changes in the designated
benchmark interest rates. The effective portion of gains and losses of the hedging instruments is deferred on the balance
sheet as
Accrued income
and prepaid expenses
Accrued expenses and deferred income
.
Hedge accounting for Investments in subsidiaries
UBS Group AG applies hedge accounting for certain investments in subsidiaries denominated in currencies other than
the US dollar, which are designated as hedged items. For this purpose, foreign exchange (FX) derivatives, mainly FX
forwards and FX swaps, are used and designated as hedging instruments. The hedged risk is determined as the change
in the fair value of the hedged item arising solely from changes in spot FX rates. Consequently, UBS Group AG designates
the spot element of the FX derivatives as hedging instruments. Changes in the fair value of the hedging instruments
attributable to changes in forward points are not part of a hedge accounting designation and are recognized in
Financial
income
Financial expenses
deferred on the balance sheet as
Accrued income and prepaid expenses
Accrued expenses and deferred income
the extent no change is recognized in the carrying amount of the hedged item arising from changes in spot FX rates.
Otherwise, the effective portion of gains and losses of these FX derivatives is matched with the corresponding valuation
adjustments of the hedged item recorded in the income statement and recognized either as a reduction of
Impairment
of investments in subsidiaries
Extraordinary income
.
UBS Group AG standalone financial statements
Note 2 Accounting policies (continued)
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 carried at cost less impairment and generally measured individually except for the
investments in UBS AG and Credit Suisse AG which are combined as a valuation unit given that these investments are
economically closely interlinked and also considering the contemplated merger of UBS AG and Credit Suisse AG by the
end of the second quarter of 2024.
The carrying amount of an investment is tested for impairment annually and when indicators of a potential decrease in
value exist, which include significant operating losses incurred or a severe depreciation of the currency in which the
investment is denominated. If an investment in a subsidiary is impaired, its value is generally written down to the
recoverable amount. Subsequent recoveries in value can be recognized up to the original cost value if, forecasts of future
profitability provide sufficient evidence that an increased recoverable amount is supported. Management may exercise its
discretion as to what extent and in which period a recovery in value is recognized.
The investments in UBS AG and Credit Suisse AG were combined for impairment (reversal) testing purposes as a
“valuation unit”. The “discounted cash flow” based valuation as of 31 December 2023 confirmed a recoverable amount
of the combined entity above the assigned book value of USD 72,567m (CHF 61,079m), which is below the cost value
of the investment in the combined entity.
›
Refer to Note 3 and Note 13 for more information
›
Refer to Note 3a in the “Consolidated financial statements” section of the UBS Group Annual Report 2023 for a description of
businesses of the UBS Group
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 presented 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
Other long-term liabilities
Financial expenses
Financial income
the instrument or until the first call date or optional redemption date, where applicable.
›
Refer to Note 17 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 2023, a net loss of USD 207m (CHF 191m) from settlement of share-based awards was
recognized in
Voluntary earnings reserve
For UBS Group AG shares acquired by a direct or indirect subsidiary, a
Reserve for treasury shares held by subsidiaries
created in UBS Group AG’s equity.
›
Refer to Note 20 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 by UBS Group AG 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
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.
UBS Group AG standalone financial statements
Note 2 Accounting policies (continued)
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
is more than 12 months after the balance sheet date, and as
Accrued expenses and deferred income
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
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.
Note 3 Acquisition of Credit Suisse Group AG
Acquisition of Credit Suisse Group AG
On 12 June 2023, UBS Group AG formally acquired Credit Suisse Group AG through merger by absorption. In the
standalone financial statements of UBS Group AG, the acquisition has been applied retroactively as of 1 January 2023,
whereby assets of USD 108,029m (CHF 99,850m), liabilities of USD 83,512m (CHF 77,189m) and equity of
USD 24,517m (CHF 22,661m) were recognized. In exchange, the transferring shareholders obtained 176m shares of UBS
Group AG previously held as treasury shares. In addition, contingent liabilities of USD 879m (CHF 812m) were assumed.
As part of acquisition accounting, UBS Group AG recorded an impairment of its investment in Credit Suisse AG of
USD 21,855m (CHF 19,648m) for the difference between the book value of the assets and liabilities acquired (through
merger by absorption of Credit Suisse Group AG as of 19 March 2023) and the fair value of UBS shares provided to the
Credit Suisse Group AG shareholders as of 12 June 2023.
As of 31 December 2023, the investments of UBS Group AG in both UBS AG and Credit Suisse AG were aggregated for
impairment (reversal) testing purposes. Such an aggregation (i.e., “valuation unit”) is permitted under the accounting
rules applicable to UBS Group AG given that UBS AG and Credit Suisse AG are closely interlinked due to the contemplated
merger of these two entities by the end of the second quarter of 2024 (as per the merger agreement signed in December
2023). The applicable accounting rules also permit that the historic cost value for the investment in Credit Suisse AG, as
per the former Credit Suisse Group AG standalone financial statements, can be combined with the cost value for the
investment in UBS AG. The book value assigned to the investment in the combined entity (UBS AG and Credit Suisse AG)
of USD 72,567m (CHF 61,079m) is below the cost value under these rules and below the recoverable amount determined
as of 31 December 2023 by using a discounted cash flow model based on the business plan for the combined entity. As
of 31 December 2022, the book value of the investment in UBS AG was capped at its cost value of USD 40,889m
(CHF 37,793m).
Write-off of additional tier 1 (AT1) instruments formerly issued by Credit Suisse Group AG
On 19 March 2023, as ordered by the Swiss Financial Market Supervisory Authority (FINMA), additional tier 1 (AT1)
instruments formerly issued by Credit Suisse Group AG in a total amount of USD 17,317m (CHF 15,771m) were written
off together with the corresponding internal AT1 instruments issued by Credit Suisse AG in a total amount of
USD 16,319m (CHF 14,861m). These amounts are included in the income statement in
Extraordinary income
Extraordinary expenses
, respectively.
UBS Group AG standalone financial statements
Income statement notes
Note 4 Dividend income from investments in subsidiaries
USD m
CHF m
For the year ended
For the year ended
31.12.23
31.12.22
31.12.23
31.12.22
Dividend income from UBS AG
Dividend income from UBS Business Solutions AG
Dividend income from Credit Suisse Services AG
Dividend income from Credit Suisse LP Holding AG
Total dividend income
Note 5 Other operating income
USD m
CHF m
For the year ended
For the year ended
31.12.23
31.12.22
31.12.23
31.12.22
Fair value gains on AIV awards
Gains related to equity-settled awards
Other
Total other operating income
Note 6 Financial income
USD m
CHF m
For the year ended
For the year ended
31.12.23
31.12.22
31.12.23
31.12.22
Interest income on onward lending to UBS AG and Credit Suisse AG
1
Interest income on debt securities issued by Credit Suisse AG
1
Interest income on other interest-bearing assets
Fair value gains on investments in AIVs
Other
Total financial income
1 The proceeds from the issuances of loss-abosorbing AT1 capital notes and TLAC-eligible senior unsecured debt are either on-lent to UBS AG or Credit Suisse AG, or used for downstream funding in the form of debt
securities issued by Credit Suisse AG. Refer to Note 1 for more information.
Note 7 Personnel expenses
Personnel expenses of USD 40m (CHF 36m) for the year ended 31 December 2023 include recharges from UBS AG and
UBS Business Solutions AG of USD 20m (CHF 18m) for personnel-related costs for activities performed by the personnel
of those companies for the benefit of UBS Group AG (USD 20m (CHF 19m) for the year ended 31 December 2022) and
personnel expenses of USD 20m (CHF 18m) for employees of the former Credit Suisse Group AG for the period 1 January
to 31 May 2023. The average number of employees (full-time equivalents) for this period was more than 50 but did not
exceed 250.
UBS Group AG had no employees throughout 2023 and 2022. 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 2023, the UBS Group employed 112,842 personnel (31 December 2022: 72,597) on a full-time equivalent
basis.
UBS Group AG standalone financial statements
Note 8 Other operating expenses
USD m
CHF m
For the year ended
For the year ended
31.12.23
31.12.22
31.12.23
31.12.22
Fair value losses on AIV awards
Capital tax
Impairment of intangible assets
Other
Total other operating expenses
Note 9 Financial expenses
USD m
CHF m
For the year ended
For the year ended
31.12.23
31.12.22
31.12.23
31.12.22
Interest expense on interest-bearing liabilities
Fair value losses on investments in AIVs
Other
Total financial expenses
UBS Group AG standalone financial statements
Balance sheet notes
Note 10 Liquid assets
USD m
CHF m
31.12.23
31.12.22
31.12.23
31.12.22
Current deposits
Cash collateral
Time deposits with UBS AG
Total liquid assets
Note 11 Other short-term receivables
USD m
CHF m
31.12.23
31.12.22
31.12.23
31.12.22
Onward lending to UBS AG
1
Debt securities issued by Credit Suisse AG
Receivables from employing entities related to compensation awards
Other
Total other short-term receivables
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 AT1 perpetual capital notes.
Note 12 Accrued income and prepaid expenses
USD m
CHF m
31.12.23
31.12.22
31.12.23
31.12.22
Accrued interest income
Deferred gains on FX derivatives
Other
Total accrued income and prepaid expenses
UBS Group AG standalone financial statements
Note 13 Investments in subsidiaries
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 and Credit Suisse AG, respectively. The proportion of ownership interest held is equal
to the voting rights held by UBS Group AG or UBS AG and Credit Suisse AG, respectively. The country where the
respective registered office is located is also the principal place of business. UBS AG and Credit Suisse AG operate through
a global network of branches and a significant proportion of their 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 2023
Company
Registered office
Share capital in million
Equity interest accumulated in %
UBS AG
Zurich and Basel, Switzerland
USD
UBS Business Solutions AG
1
Zurich, Switzerland
CHF
Credit Suisse AG
Zurich, Switzerland
CHF
Credit Suisse Services AG
Zurich, Switzerland
CHF
1 UBS Business Solutions AG holds subsidiaries in China, India, Israel and Poland.
Individually significant subsidiaries of UBS AG as of 31 December 2023
1
Company
Registered office
Primary business
Share capital in million
Equity interest accumulated in %
UBS Americas Holding LLC
Wilmington, Delaware, USA
Group Items
USD
2
UBS Americas Inc.
Wilmington, Delaware, USA
Group Items
USD
UBS Asset Management AG
Zurich, Switzerland
Asset Management
CHF
UBS Bank USA
Salt Lake City, Utah, USA
Global Wealth Management
USD
UBS Europe SE
Frankfurt, Germany
Global Wealth Management
EUR
UBS Financial Services Inc.
Wilmington, Delaware, USA
Global Wealth Management
USD
UBS Securities LLC
Wilmington, Delaware, USA
Investment Bank
USD
3
UBS Switzerland AG
Zurich, Switzerland
Personal & Corporate Banking
CHF
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 2,900,000,000. 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 Credit Suisse AG as of 31 December 2023
Company
Registered office
Primary business
Share capital in million
Equity interest accumulated in %
Credit Suisse International
London, United Kingdom
Non-core and Legacy
USD
1
Credit Suisse (Schweiz) AG
Zurich, Switzerland
Personal & Corporate Banking
CHF
Credit Suisse Holdings (USA), Inc.
Wilmington, United States
Investment Bank
USD
1 UBS Group AG owns the remaining 2.4%.
Individually significant subsidiaries of UBS AG and Credit Suisse 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 the UBS Group Annual Report 2023 for more information
Note 14 Financial assets
USD m
CHF m
31.12.23
31.12.22
31.12.23
31.12.22
Long-term receivables from UBS AG and Credit Suisse AG
of which: onward lending
1
Debt securities issued by Credit Suisse AG
2
Investments in alternative investment vehicles at fair value related to awards vesting after 12 months
Other
Total financial assets
1 Onward lending to UBS AG or Credit Suisse AG of the proceeds from the issuances of TLAC-eligible senior unsecured debt and / or loss-absorbing AT1 perpetual capital notes, respectively. 2 Downstream funding
in the form of debt securities issued by Credit Suisse AG with the proceeds from the issuance of TLAC-eligible senior unsecured debt. Refer to Note 1 for more information.
UBS Group AG standalone financial statements
Note 15 Current interest-bearing liabilities
As of 31 December 2023, current interest-bearing liabilities totaled USD 7,094m (CHF 5,971m), consisting of loss-
absorbing additional tier 1 (AT1) perpetual capital notes and TLAC-eligible senior unsecured debt instruments of
USD 3,328m (CHF 2,801m) and loans from UBS AG and UBS Switzerland AG of USD 3,766m (CHF 3,170m). 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).
Notes issued, overview by amount, maturity and coupon
31.12.23
31.12.22
Carrying amount
Carrying amount
Currency
Notional
(million)
Contractual
maturity
First optional call date
Coupon
1
in USD
in CHF
in USD
in CHF
High-trigger loss-absorbing additional tier 1 perpetual capital notes
USD
2,000
2
Perpetual
31.1.23
5%
USD
2,500
3
Perpetual
31.1.24
7%
Total high-trigger loss-absorbing additional tier 1 perpetual capital notes
TLAC-eligible senior unsecured notes
EUR
750
4.3.24
n/a
2.125%
Total TLAC-eligible senior unsecured notes
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 31 January 2023. 3 On 4 December 2023, UBS Group AG announced that it intended to redeem the instrument on 31 January 2024, the first call date.
Note 16 Accrued expenses and deferred income
USD m
CHF m
31.12.23
31.12.22
31.12.23
31.12.22
Short-term portion of compensation-related liabilities
of which: Deferred Contingent Capital Plan
of which: other deferred compensation plans
Accrued interest expense
Other
Total accrued expenses and deferred income
UBS Group AG standalone financial statements
Note 17 Long-term interest-bearing liabilities
As of 31 December 2023, long-term interest-bearing liabilities totaled USD 127,787m (CHF 107,557m), consisting of
loss-absorbing AT1 perpetual capital notes and TLAC-eligible senior unsecured debt instruments of USD 127,543m
(CHF 107,352m) and fixed-term loans from UBS AG of USD 244m (CHF 205m). 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).
Notes issued, overview by amount, maturity and coupon
31.12.23
31.12.22
Carrying amount
Carrying amount
Currency
Notional
(million)
Contractual
maturity
First optional
call date
Coupon
1
in USD
(million)
in CHF
(million)
in USD
(million)
in CHF
(million)
High-trigger loss-absorbing additional tier 1 perpetual capital notes
SGD
700
2
Perpetual
28.11.23
5.875%
USD
2,500
3
Perpetual
31.1.24
7.0%
AUD
700
Perpetual
27.8.24
4.375%
SGD
750
Perpetual
4.9.24
4.85%
USD
1,575
Perpetual
7.8.25
6.875%
CHF
275
Perpetual
13.11.25
3.0%
USD
750
Perpetual
2.6.26
3.875%
USD
750
Perpetual
29.7.26
5.125%
USD
1,500
Perpetual
12.2.27
4.875%
CHF
265
Perpetual
16.2.27
3.375%
USD
1,750
Perpetual
13.11.28
9.25%
USD
1,500
4
Perpetual
10.2.31
4.375%
USD
1,750
4
Perpetual
13.11.33
9.25%
Total high-trigger loss-absorbing additional tier 1 perpetual capital notes
Low-trigger loss-absorbing additional tier 1 perpetual capital notes
USD
1,250
Perpetual
19.2.25
7.0%
Total low-trigger loss-absorbing additional tier 1 perpetual capital notes
TLAC-eligible senior unsecured notes
EUR
750
4.3.24
n/a
2.125%
CHF
400
5
18.5.24
18.5.23
0.625%
USD
1,300
6
30.7.24
30.7.23
1.008%
JPY
130,000
7
8.11.24
8.11.23
0.719%
EUR
1,250
8
30.11.24
30.11.23
1.5%
CHF
400
9
30.1.25
30.1.24
0.875%
EUR
1,500
21.3.25
21.3.24
1.0%
USD
2,500
26.3.25
n/a
3.75%
EUR
1,750
17.4.25
17.4.24
1.25%
NOK
1,000
28.5.25
n/a
3.6%
EUR
1,500
17.7.25
17.7.24
1.25%
USD
1,750
5.8.25
5.8.24
4.49%
GBP
500
8.8.25
n/a
2.75%
USD
2,000
11.9.25
11.9.24
2.593%
GBP
750
12.9.25
12.9.24
2.125%
USD
2,500
24.9.25
n/a
4.125%
EUR
1,500
16.1.26
16.1.25
3M EURIBOR + 100 bps
EUR
1,500
29.1.26
29.1.25
0.25%
CHF
150
23.2.26
n/a
1.25%
EUR
2,000
2.4.26
2.4.25
3.25%
USD
2,000
15.4.26
n/a
4.125%
USD
2,000
17.4.26
n/a
4.55%
USD
1,200
12.5.26
12.5.25
4.488%
USD
600
12.5.26
12.5.25
Compounded Daily SOFR + 158bps
USD
1,500
5.6.26
5.6.25
2.193%
USD
1,500
15.7.26
15.7.25
6.373%
EUR
1,250
1.9.26
1.6.26
1.25%
EUR
2,000
13.10.26
13.10.25
2.125%
EUR
1,250
3.11.26
3.11.25
0.25%
USD
1,750
12.1.27
12.1.26
5.711%
USD
1,300
30.1.27
30.1.26
1.364%
USD
2,000
2.2.27
2.2.26
1.305%
EUR
1,000
15.6.27
15.6.26
2.75%
EUR
1,500
24.6.27
24.6.26
1.0%
USD
1,750
5.8.27
5.8.26
4.703%
USD
2,000
10.8.27
10.8.26
1.494%
GBP
750
30.9.27
30.9.26
7.0%
UBS Group AG standalone financial statements
Note 17 Long-term interest-bearing liabilities (continued)
Notes issued, overview by amount, maturity and coupon
31.12.23
31.12.22
Carrying amount
Carrying amount
Currency
Notional
(million)
Contractual
maturity
First optional
call date
Coupon
1
in USD
(million)
in CHF
(million)
in USD
(million)
in CHF
(million)
TLAC-eligible senior unsecured notes
JPY
8,300
27.10.27
27.10.26
0.904%
USD
1,250
22.12.27
22.12.26
6.327%
USD
2,250
9.1.28
9.1.27
4.282%
EUR
1,250
14.1.28
14.1.27
0.65%
EUR
1,000
24.2.28
n/a
0.25%
EUR
1,046
17.3.28
17.3.27
4.625%
USD
2,000
23.3.28
23.3.27
4.253%
JPY
5,000
4.4.28
4.4.26
1.1%
USD
1,200
12.5.28
12.5.27
4.751%
GBP
750
9.6.28
9.6.27
2.25%
USD
1,750
11.8.28
11.8.27
6.442%
EUR
1,500
5.11.28
5.11.27
0.25%
JPY
20,000
9.11.28
9.11.27
0.973%
CHF
440
9.11.28
9.11.27
0.435%
USD
2,000
12.1.29
12.1.28
3.869%
EUR
3,000
1.3.29
1.3.28
7.75%
CHF
360
24.8.29
24.8.28
0.375%
EUR
1,000
10.9.29
n/a
0.65%
USD
1,500
22.9.29
22.9.28
6.246%
GBP
400
3.11.29
3.11.28
1.875%
GBP
450
15.11.29
15.11.28
2.125%
EUR
100
11.3.30
11.3.29
1.19%
EUR
1,000
15.6.30
15.6.29
3.125%
USD
1,500
13.8.30
13.8.29
3.126%
EUR
1,000
11.1.31
11.1.30
4.375%
USD
3,000
1.4.31
1.4.30
4.194%
EUR
1,250
3.11.31
n/a
0.875%
USD
2,000
11.2.32
11.2.31
2.095%
EUR
977
17.3.32
17.3.31
4.75%
AUD
38
25.3.32
25.3.25
Zero coupon accreting (annual yield of 4.5%)
EUR
1,500
2.4.32
2.4.31
2.875%
USD
3,250
14.5.32
14.5.31
3.091%
EUR
30
21.9.32
21.9.27
4.03%
EUR
1,500
18.1.33
n/a
0.625%
USD
1,500
11.2.33
11.2.32
2.746%
EUR
1,250
24.2.33
n/a
0.625%
JPY
10,000
16.3.33
n/a
1.82%
AUD
200
21.3.33
21.3.26
6.1%
USD
1,500
5.8.33
5.8.32
4.988%
USD
3,000
12.8.33
12.8.32
6.537%
GBP
750
7.9.33
7.9.32
7.375%
JPY
10,000
27.10.33
27.10.32
1.269%
USD
2,000
15.11.33
15.11.32
9.016%
USD
2,250
12.1.34
12.1.33
5.959%
CHF
52
30.6.34
n/a
Zero coupon accreting (annual yield of 2.4726605548%)
EUR
100
4.7.34
11.7.28
2.455%
USD
1,750
22.9.34
22.9.33
6.301%
AUD
39
18.8.35
18.8.30
Zero coupon accreting (annual yield of 2.5%)
USD
40
24.11.35
24.11.26
2.21%
AUD
45
3.12.35
3.12.24
2.3%
USD
25
25.2.36
25.2.24
2.37%
USD
40
4.3.36
4.3.24
2.49%
EUR
45
17.5.37
16.5.27
3.73%
AUD
60
18.5.37
18.5.25
Zero coupon accreting (simple interest of 8.92%)
EUR
120
15.9.37
15.9.34
4.1%
AUD
64
9.2.38
9.2.26
Zero coupon accreting (annual yield of 6.85%)
EUR
90
15.2.38
15.2.33
4.5%
AUD
40
16.3.38
16.3.30
6.25%
AUD
52
17.3.38
17.3.26
Zero coupon accreting (simple interest of 9.8%)
EUR
80
21.11.38
21.11.30
Zero coupon accreting (annual yield of 5.61%)
EUR
60
30.11.38
30.11.30
5.05%
UBS Group AG standalone financial statements
Note 17 Long-term interest-bearing liabilities (continued)
Notes issued, overview by amount, maturity and coupon
31.12.23
31.12.22
Carrying amount
Carrying amount
Currency
Notional
(million)
Contractual
maturity
First optional
call date
Coupon
1
in USD
(million)
in CHF
(million)
in USD
(million)
in CHF
(million)
TLAC-eligible senior unsecured notes
EUR
25
30.11.38
30.11.32
5.05%
EUR
25
22.6.42
22.6.29
3.63%
EUR
37
8.9.42
8.9.32
4.09%
JPY
10,000
28.9.42
n/a
1.79%
EUR
42
16.1.43
16.1.33
4.85%
USD
1,500
11.2.43
11.2.42
3.179%
EUR
76
17.2.43
17.2.33
Zero coupon accreting (annual yield of 4.7250005926%)
EUR
25
29.6.43
29.6.33
5.05%
EUR
50
30.6.43
30.6.31
5.15%
USD
2,000
15.5.45
n/a
4.875%
USD
86
29.3.47
29.3.27
Zero coupon accreting (annual yield of 4.02%)
USD
395
29.3.48
29.3.24
Zero coupon accreting (annual yield of 4.6%)
USD
190
29.6.48
29.6.24
Zero coupon accreting (annual yield of 5%)
USD
247
31.8.48
31.8.24
Zero coupon accreting (annual yield of 5%)
USD
131
26.10.48
26.10.24
Zero coupon accreting (annual yield of 5.35%)
USD
130
27.12.48
27.12.24
Zero coupon accreting (annual yield of 5.4%)
USD
155
30.1.49
30.1.24
Zero coupon accreting (annual yield of 5.35%)
USD
155
30.1.49
30.1.24
Zero coupon accreting (annual yield of 5.35%)
USD
129
30.1.49
30.1.24
Zero coupon accreting (annual yield of 5.3%)
USD
160
29.5.49
29.5.24
Zero coupon accreting (annual yield of 4.7%)
USD
159
27.6.49
27.6.24
Zero coupon accreting (annual yield of 4.5%)
USD
163
4.11.49
4.11.24
Zero coupon accreting (annual yield of 3.8%)
USD
137
4.3.50
4.3.25
Zero coupon accreting (annual yield of 3.6%)
USD
231
14.4.50
14.4.25
Zero coupon accreting (annual yield of 4%)
USD
113
22.5.50
22.5.25
Zero coupon accreting (annual yield of 3.5%)
USD
566
27.5.50
27.5.25
Zero coupon accreting (annual yield of 3.5%)
USD
60
22.9.50
22.9.24
Zero coupon accreting (annual yield of 2.8%)
USD
108
12.1.51
12.1.26
Zero coupon accreting (annual yield of 2.7%)
USD
358
29.1.51
29.1.26
Zero coupon accreting (annual yield of 2.8%)
USD
185
26.2.51
26.2.26
Zero coupon accreting (annual yield of 3%)
AUD
98
26.2.51
26.2.26
Zero coupon accreting (annual yield of 3.01%)
USD
290
26.5.51
26.5.26
Zero coupon accreting (annual yield of 3.5%)
EUR
98
16.8.52
16.8.32
Zero coupon accreting (annual yield of 4.04%)
AUD
50
7.12.53
7.12.26
Zero coupon accreting (simple interest of 16%)
USD
325
31.1.60
31.1.25
Zero coupon accreting (annual yield of 3.85%)
Total TLAC-eligible senior unsecured notes
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 28 November 2023. 3 On 4 December 2023, UBS Group AG announced that it intended to redeem the instrument on 31 January 2024, the first call date. 4 The notes are subject to write-down upon
the occurrence of a trigger event or a viability event. Following approval of a minimum amount of conversion capital by UBS Group AG’s shareholders, upon the occurrence of a trigger event or a viability event the
notes will be converted into UBS Group AG ordinary shares rather than be subject to write-down. 5 Instrument was redeemed on 18 May 2023. 6 Instrument was redeemed on 30 July 2023. 7 Instrument was
redeemed on 8 November 2023. 8 Instrument was redeemed on 30 November 2023. 9 Instrument was called on 11 January 2024.
UBS Group AG standalone financial statements
Note 18 Compensation-related long-term liabilities
USD m
CHF m
31.12.23
31.12.22
31.12.23
31.12.22
Long-term portion of compensation-related liabilities
of which: Deferred Contingent Capital Plan
of which: other deferred compensation plans
Total compensation-related long-term liabilities
Note 19 Share capital
As of 31 December 2023, the issued share capital consisted of 3,462,087,722 registered shares with a nominal value of
USD 0.10 each (31 December 2022: 3,524,635,722 shares with a nominal value of CHF 0.10 each).
›
Refer to Reconciliation of equity for further information on changes of share capital
›
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
Note 20 Treasury shares
Number of registered shares
Average price in USD
Average price in CHF
Balance as of 31 December 2021
of which: treasury shares held by UBS Group AG
of which: treasury shares held by UBS AG and other subsidiaries
Acquisitions
Disposals
Cancellation
1
Delivery of shares to settle equity-settled awards
Balance as of 31 December 2022
of which: treasury shares held by UBS Group AG
2
of which: treasury shares held by UBS AG
Acquisitions
3
Disposals
Cancellation
1
Treasury shares issued in the acquisition of the Credit Suisse Group
4
Delivery of shares to settle equity-settled awards
Balance as of 31 December 2023
of which: treasury shares held by UBS Group AG
2
of which: treasury shares held by UBS AG and other subsidiaries
1 In 2023, as approved by the shareholders at the Annual General Meeting held on 5 April 2023, the cancellation of 62,548,000 shares, each with a nominal value of CHF 0.10, purchased under the 2022 share
repurchase program, was executed. (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.) 2 Treasury shares held by UBS Group AG had a carrying value of USD 5,013m (CHF 4,830m)
as of 31 December 2023 (31 December 2022: USD 6,844m (CHF 6,557m)). 3 Includes 2,709,430 shares held by Credit Suisse Group AG and its subsidiaries as of 1 January 2023, the date of the acquisition of
Credit Suisse Group AG. Refer to Note 3 for more information. 4 In May 2023, 178,031,769 shares purchased under the 2022 share repurchase program and originally intended for cancellation purposes were
repurposed for the acquisition of the Credit Suisse Group and 175,649,481 shares were transferred to the Credit Suisse Group shareholders in an exchange of shares as consideration for the acquisition of the Credit
Suisse Group on 12 June 2023 (1 UBS Group AG share for 22.48 Credit Suisse AG shares).
UBS Group AG standalone financial statements
Additional information
Note 21 Assets pledged to secure own liabilities and assets subject to retention of title
As of 31 December 2023, total pledged assets of UBS Group AG amounted to USD 6,637m (CHF 5,586m). These assets
consisted of certain liquid assets, marketable securities and financial assets and were pledged to UBS AG. As of
31 December 2022, total pledged assets of UBS Group AG amounted to USD 3,401m (CHF 3,143m). The associated
liabilities secured by these pledged assets were USD 3,833m (CHF 3,226m) and USD 2,543m (CHF 2,351m) as of
31 December 2023 and 31 December 2022, respectively.
As of 31 December 2023, liquid assets in the amount of USD 5m were held in an escrow account.
Note 22 Contingent liabilities
As of 31 December 2023, total contingent liabilities of UBS Group AG amounted to USD 1,470m (CHF 1,237m), of which
USD 820m (CHF 690m) related to positions assumed from the former Credit Suisse Group AG upon its acquisition. The
contingent liabilities include indemnities, guarantees, letters of responsibility and letters of comfort issued for the benefit
of subsidiaries and creditors of subsidiaries. In some instances the amount of exposure of UBS Group AG is not specified
but relates to specific circumstances such as the solvency of subsidiaries, and therefore no related amount is included in
the aforementioned figure.
Joint and several liability – value-added tax
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
Note 23 Share ownership of the members of the Board of Directors, the Group Executive Board and other
employees
Shares awarded
For the year ended 31.12.23
For the year ended 31.12.22
Number of shares
Value of shares in
USD m
1
Value of shares in
CHF m
1
Number of shares
Value of shares in
USD m
1
Value of shares in
CHF m
1
Awarded to members of the BoD
Awarded to members of the GEB
Awarded to other UBS Group employees
Total
1 Shares awarded to members of the BoD during 2023 for the period from the 2022 AGM to the 2023 AGM were valued at CHF 20.092 and shares awarded during 2022 for the period from the 2021 AGM to the
2022 AGM were valued at CHF 19.194 (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 19.96 for the year ended 31 December 2023 and USD 17.96 for the year ended
31 December 2022). For illustrative purposes, the value of the shares was converted at the closing exchange rates as of 31 December 2023 (CHF / USD 1.19) and 31 December 2022 (CHF / USD 1.08), 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 members
1
Name, function
on 31 December
Number of shares held
Voting rights in %
Colm Kelleher, Chairman
2023
2022
Lukas Gähwiler, Vice Chairman
2
2023
2022
Jeremy Anderson, Senior Independent Director
2023
2022
Claudia Böckstiegel, member
2023
2022
William C. Dudley, member
2023
2022
Patrick Firmenich, member
2023
2022
Fred Hu, member
2023
2022
Mark Hughes, member
2023
2022
Nathalie Rachou, member
2023
2022
Julie G. Richardson, member
2023
2022
Dieter Wemmer, member
2023
2022
Jeanette Wong, member
2023
2022
Total
2023
2022
1 Includes blocked and unblocked shares held by BoD members, including those held by related parties. No options were granted in 2023 and 2022. 2 Includes 127,386 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
Note 23 Share ownership of the members of the Board of Directors, the Group Executive Board and other
employees (continued)
Share ownership / entitlements of GEB members
1
Name, function
on
31 December
Number of
unvested
shares / at
risk
2
Number of
vested shares
Total number
of shares
Potentially
conferred
voting
rights in %
Sergio Ermotti, Group Chief Executive Officer
2023
2022
-
-
-
-
Ralph A.J.G. Hamers, former Group Chief Executive Officer
2023
-
-
-
-
2022
Michelle Bereaux, Group Integration Officer
2023
2022
-
-
-
-
Christian Bluhm, Group Chief Risk Officer
2023
2022
Mike Dargan, Group Chief Operations and Technology Officer
2023
2022
Suni Harford, President Asset Management
2023
2022
Naureen Hassan, President UBS Americas
2023
2022
Robert Karofsky, President Investment Bank
2023
2022
Sabine Keller-Busse, President Personal & Corporate Banking and President UBS Switzerland
2023
2022
Iqbal Khan, President Global Wealth Management
2023
2022
Edmund Koh, President UBS Asia Pacific
2023
2022
Ulrich Körner, CEO of Credit Suisse AG
2023
2022
-
-
-
-
Barbara Levi, Group General Counsel
2023
2022
Beatriz Martin Jimenez, Head Non-core and Legacy and President UBS EMEA
2023
2022
-
-
-
-
Markus Ronner, Group Chief Compliance and Governance Officer
2023
2022
Stefan Seiler, Head Group Human Resources & Group Corporate Services
2023
2022
-
-
-
-
Todd Tuckner, Group Chief Financial Officer
2023
2022
-
-
-
-
Sarah Youngwood, former Group Chief Financial Officer
2023
-
-
-
-
2022
Total
2023
2022
1 Includes all vested and unvested shares of GEB members, including those held by related parties. No options were held in 2023 and 2022 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 2023 for more information. 2 Includes shares granted under variable compensation plans with forfeiture
provisions. For the 2019/20 and 2020/21 LTIP awards, 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 “Group compensation” in the “Compensation” section of this report for more information about the plans.
Note 24 Related parties
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
31.12.23
31.12.22
31.12.23
31.12.22
Payables due to the members of the GEB
of which: Deferred Contingent Capital Plan
of which: other deferred compensation plans
Payables due to external auditors
p
UBS Group AG standalone financial statements
UBS Group AG standalone financial statements
UBS Group AG standalone financial statements
UBS Group AG standalone financial statements
Cautionary Statement |
of an offer to buy or sell any securities or other financial instruments in Switzerland, the United States or any other jurisdiction. No investment decision relating
to securities of or relating to UBS Group AG, UBS AG or their affiliates should be made on the basis of this report. Refer to UBS’s most recent Annual Report on
Form 20-
F,
quarterly reports and other information furnished to or filed with the US Securities and Exchange Commission (the SEC) on Form 6-K, available at
ubs.com/investors
, for additional information.
Rounding |
disclosed in text and tables are calculated on the basis of unrounded figures. Absolute changes between reporting periods disclosed in the text, which can be
derived from numbers presented in related tables, are calculated on a rounded basis.
Tables |
available as of the relevant date or for the relevant period. Zero values generally indicate that the respective figure is zero on an actual or rounded basis. Values
that are zero on a rounded basis can be either negative or positive on an actual basis.
Websites |
of any such websites into this report.
UBS Group AG
P.O. Box
CH-8098 Zurich
ubs.com
Zurich, 28 March 2024
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:
(1)
on Form F-3 (Registration Number 333-272452), 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 333-272975), and each related prospectus
currently outstanding under any of the aforementioned registration statements,
of our report dated 27 March 2024, with respect to the standalone financial statements of UBS Group AG for the
year ended 31 December 2023 included in this Report of Foreign Private Issuer (Form 6-K) dated 28 March 2024,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young Ltd
This Form 6-K is hereby incorporated by reference into the registration statements of UBS Group
AG on Form F-3
(Registration Number 333-272452) and 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 333-272975), and into
each prospectus outstanding under any of the foregoing registration statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorize.
UBS Group AG
By: _/s/ Steffen Henrich__________
Name: Steffen Henrich
Title: Group Controller
By: /s/ David Kelly
Name: David Kelly
Title: Managing Director
Date: March 28, 2024