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: February 28, 2020
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.
This Form 6-K consists of the UBS Group AG audited standalone financial
statements for the year ended 31 December 2019, as well as the consent of Ernst
& Young Ltd. with respect thereto, which appear immediately following this
page.
UBS Group AG
Standalone
financial statements for the year ended 31 December 2019
UBS Group AG standalone financial statements
UBS Group AG standalone financial
statements
Audited |
|
Income statement
|
|
|
|
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|
|
|
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|
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|
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USD million
|
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CHF million
|
|
|
|
|
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For the year ended
|
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For the year ended
|
|
|
|
Note
|
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31.12.19
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31.12.18
|
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31.12.19
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31.12.18
|
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Dividend income from investments in subsidiaries
|
|
3
|
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3,400
|
3,212
|
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3,464
|
3,152
|
|
Other operating income
|
|
4
|
|
155
|
157
|
|
153
|
155
|
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Financial income
|
|
5
|
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498
|
77
|
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491
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76
|
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Operating income
|
|
|
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4,052
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3,446
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4,108
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3,383
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Personnel expenses
|
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6
|
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21
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23
|
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21
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23
|
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Other operating expenses
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7
|
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81
|
216
|
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80
|
212
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Amortization of intangible assets
|
|
|
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4
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4
|
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4
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4
|
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Financial expenses
|
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8
|
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625
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30
|
|
618
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30
|
|
Operating expenses
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|
|
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732
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273
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724
|
268
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Profit / (loss) before income taxes
|
|
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3,320
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3,174
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3,384
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3,114
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Tax expense / (benefit)
|
|
|
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0
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3
|
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0
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3
|
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Net profit / (loss)
|
|
|
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3,320
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3,171
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3,384
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3,111
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Balance sheet
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USD million
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CHF million
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|
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Note
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31.12.19
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31.12.18
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31.12.19
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31.12.18
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Assets
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Liquid assets
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9
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1,177
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926
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1,140
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910
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Marketable securities
|
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10
|
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83
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83
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80
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82
|
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Other short-term receivables
|
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11
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2,412
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788
|
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2,335
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775
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Accrued income and prepaid expenses
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12
|
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1,010
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7
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978
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7
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Total current assets
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4,682
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1,804
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4,533
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1,774
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Investments in subsidiaries
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13
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41,209
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41,209
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39,896
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40,518
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of which: investment in UBS
AG
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40,889
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40,889
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39,586
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40,203
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Financial assets
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14
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47,113
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1,444
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45,612
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1,420
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Other intangible assets
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|
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8
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12
|
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8
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12
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Other non-current assets
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15
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8
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15
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8
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Total non-current assets
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88,346
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42,674
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85,530
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41,959
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Total assets
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93,028
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44,479
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90,063
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43,733
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of which: amounts due from
subsidiaries
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|
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51,295
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2,938
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49,660
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2,888
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Liabilities
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Current interest-bearing liabilities
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15
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2,547
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457
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2,466
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450
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Accrued expenses and deferred income
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16
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2,102
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1,465
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2,035
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1,440
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Total short-term liabilities
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4,649
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1,922
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4,501
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1,890
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Long-term interest-bearing liabilities
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17
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45,989
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224
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44,523
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220
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Compensation-related long-term liabilities
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18
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2,938
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3,022
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2,845
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2,972
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Total long-term liabilities
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48,927
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3,246
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47,368
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3,192
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Total liabilities
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53,576
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5,168
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51,869
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5,082
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of which: amounts due to
subsidiaries
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|
|
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987
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694
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955
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682
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Equity
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Share capital
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19
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393
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393
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386
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386
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General reserves
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28,352
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30,846
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27,730
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30,271
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of which: statutory capital
reserve
|
|
|
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28,352
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30,846
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27,730
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30,271
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of which: capital
contribution reserve
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28,352
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30,846
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27,730
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30,271
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Voluntary earnings reserve
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10,682
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7,513
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9,937
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7,452
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Treasury shares
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20
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(3,297)
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(2,612)
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(3,244)
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(2,569)
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Reserve for own shares held by subsidiaries
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1
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0
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1
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0
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Net profit / (loss)
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3,320
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3,171
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3,384
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3,111
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Equity attributable to
shareholders
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39,452
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39,310
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38,194
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38,651
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Total liabilities and equity
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93,028
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44,479
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90,063
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43,733
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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 proposes that
the Annual General Meeting of Shareholders (AGM) on 29 April 2020 approve the
appropriation of total profit and an ordinary dividend distribution of
USD 0.73 (gross) in cash per share of CHF 0.10 par value under the
terms set out below:
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USD million
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CHF million
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|
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For the year ended
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For the year ended
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31.12.19
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31.12.19
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Net profit for the period
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3,320
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3,384
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Profit / (loss) carried forward
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0
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0
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Total profit available for
appropriation
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3,320
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3,384
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|
|
|
|
|
|
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Appropriation of total
profit
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|
|
|
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Appropriation to voluntary earnings reserve
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(1,911)
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(2,020)
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Dividend distribution: USD 0.73 (gross) per dividend-bearing
share, USD 0.365 of which out of total profit1
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(1,409)
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(1,364)2
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Profit / (loss) carried
forward
|
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0
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0
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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 1,409 million presented is based on the total number of shares
issued as of 31 December 2019. 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,
translated at closing exchange rate as of 31 December 2019 (CHF /
USD 1.03).
|
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USD million
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CHF million
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|
|
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For the year ended
|
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For the year ended
|
|
|
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31.12.19
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31.12.19
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Total statutory capital reserve: capital contribution reserve
before proposed distribution1
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28,352
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27,730
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Dividend distribution: USD 0.73 (gross) per dividend-bearing
share, USD 0.365 of which out of capital contribution reserve2
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(1,409)
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(1,364)3
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Total statutory capital
reserve: capital contribution reserve after proposed distribution
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26,943
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26,366
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1 The Swiss Federal Tax Administration’s current position is
that, of the CHF 27.7 billion capital contribution reserve available as
of 31 December 2019, an amount limited to CHF 13.1 billion is
available from which dividends may be paid without a Swiss withholding tax
deduction. 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 1,409
million presented is based on the total number of shares issued as of
31 December 2019. 3 For illustrative purposes, translated at closing
exchange rate as of 31 December 2019 (CHF / USD 1.03).
|
As set out above, half of the ordinary
dividend distribution of USD 0.73 (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 USD. Shareholders whose shares are held through SIX SIS AG (ISIN
CH0244767585) will receive dividends in CHF, 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 (ISIN: CH0244767585; CUSIP: H42097107) or
directly registered in the US share register will be paid dividends in USD. The
total amount of the dividend distribution will be capped at CHF 5,256
million (the Cap). To the extent that the CHF 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 USD
per share amount of the dividend will be reduced on a pro-rata basis so that
the total CHF 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 7 May 2020 to
holders of shares on the record date 6 May 2020. The shares will be traded
ex-dividend as of 5 May 2020 and, accordingly, the last day on which the
shares may be traded with entitlement to receive the dividend will be 4 May
2020.
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 article 620 et seq.
of the Swiss Code of Obligations as an Aktiengesellschaft (a corporation
limited by shares).
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.
Issuance of AT1 capital and senior debt
instruments
In October 2019, loss-absorbing AT1 perpetual
capital notes and senior unsecured debt instruments that had previously been issued
by UBS Group Funding (Switzerland) AG and guaranteed by UBS Group AG were
transferred to UBS Group AG at book value affecting comparability of presented
amounts. The transfer was carried out by means of an issuer substitution
pursuant to the voluntary substitution provisions provided in the terms and
conditions of the relevant instruments. Following the transfer, the investors’
seniority of claims against UBS Group AG remains
unchanged. The transfer followed changes in the tax treatment of too-big-to-fail
(TBTF) instruments issued by the holding companies of Swiss systemically
important banks that entered into force as of 1 January 2019.
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 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 2019, UBS Group
AG’s distributable items for the purpose of AT1
capital instruments were USD 39.0 billion (CHF 37.7 billion)
(31 December 2018: USD 38.8 billion (CHF 38.2 billion)).
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.
UBS Group AG standalone financial statements
Note 2 Accounting policies
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 functional currency of UBS Group AG is
the US dollar. The significant accounting and valuation principles applied are
described below.
Presentation currencies
As the primary presentation currency
of the standalone financial statements of UBS Group AG is the US dollar,
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 544
million as of 31 December 2019 (31 December 2018: positive
CHF 81 million).
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, which 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 37 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, the TLAC-eligible senior
unsecured debt instruments issued and the fixed-term deposits with UBS AG with
maturities more than 12 months after the balance sheet date. The loans and
deposits are measured at nominal 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.
Note 2 Accounting policies (continued)
Investments in subsidiaries
Investments in subsidiaries are
equity interests that are held to carry on the business of 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
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 Accrued income and prepaid expenses 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 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 or settlement of related share awards, the
realized gain or loss is recognized through the income statement as Financial income and Financial expenses,
respectively. For settlement of related share awards, the realized gains and
losses on treasury shares represent the difference between the market price of
the treasury shares at settlement and their acquisition cost.
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 20 for more information
Share-based and other deferred
compensation plans
Transfer from UBS AG to UBS Group AG
The transfer of the deferred
compensation plans and related hedging assets in 2014 was conducted on an
arm’s-length basis, with a step-up of the plan obligation to fair value. This
step-up resulted in a net liability that was recorded in the standalone
financial statements of UBS AG and transferred to UBS Group AG (net liability
related to deferred compensation plan transfer) in 2014. The fair value of this
net liability is taken into account in the income statement over the average
vesting period (for share awards) or upon exercise / expiry (for option awards)
as Other operating
income. Upon exercise of option awards that are settled using
conditional capital, the fair value of this net liability is recorded in the Statutory capital reserve within General reserves. The difference between the fair value of the hedging assets and the
fair value of the obligations on the plans transferred was compensated for with
a loan from UBS AG to UBS Group AG.
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, taking into consideration post-vesting sale and
hedge restrictions, non-vesting conditions and market conditions, where
applicable.
Upon settlement of the share awards, any
realized gain or loss is recognized in the income statement as Other operating income and Other operating
expenses, respectively. Realized gains and losses on share-based awards
represent the difference between the market price of the UBS Group AG shares at
settlement and the grant date fair value of the share awards.
For certain awards, employees receive beneficial
and legal ownership of the underlying UBS Group AG shares at the grant date
(prepaid awards). Such prepaid awards are recognized as Prepaid
assets if vesting is more than 12 months after the balance sheet date or
as Accrued income and prepaid expenses if vesting is
within 12 months of the balance sheet date.
Shares awarded to employees that are settled
using conditional capital are accounted for as follows at settlement: the
amount paid by the employees for the nominal value of the shares awarded is
recorded in Share capital, while any paid amount
exceeding the nominal value is considered to be share premium and is recorded
in the Statutory capital reserve within General reserves.
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 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,
respectively. 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.
Income statement notes
Note 3 Dividend income from investments in
subsidiaries
Dividend income from investments in
subsidiaries in 2019 consisted of USD 3,250 million (CHF 3,311
million) received from UBS AG related to the financial year 2018, which was
approved by the Annual General Meeting of the Shareholders of UBS AG on 18
April 2019, USD 143 million (CHF 146 million) received from UBS
Business Solutions AG related to the financial year ended 31 December 2018,
which was approved by the Annual General Meeting of the Shareholders of UBS
Business Solutions AG on 17 April 2019, and USD 6 million (CHF 6
million) received from UBS Group Funding (Switzerland) AG related to the
financial year ended 31 December 2018, which was approved by the Annual
General Meeting of the Shareholders of UBS Group Funding (Switzerland) AG on
8 March 2019. In 2018, dividend income from investments in subsidiaries
consisted of USD 3,123 million (CHF 3,065 million) received from UBS
AG related to the financial year 2017, which was approved by the Annual General
Meeting of the Shareholders of UBS AG on 26 April 2018, USD 86
million (CHF 84 million) received from UBS Business Solutions AG related
to the financial year ended 31 December 2017, which was approved by the
Annual General Meeting of the Shareholders of UBS Business Solutions AG on 19 April
2018, and USD 3 million (CHF 3 million) received from UBS Group
Funding (Switzerland) AG related to the financial year ended 31 December
2017, which was approved by the Annual General Meeting of the Shareholders of
UBS Group Funding (Switzerland) AG on 8 March 2018.
Note 4 Other operating income
|
|
|
USD million
|
|
CHF million
|
|
|
|
For the year ended
|
|
For the year ended
|
|
|
|
31.12.19
|
31.12.18
|
|
31.12.19
|
31.12.18
|
|
Fair value gains on AIV awards
|
|
0
|
8
|
|
0
|
9
|
|
Gains related to equity-settled awards
|
|
119
|
106
|
|
118
|
105
|
|
Amortization of net liability related to deferred compensation
plan transfer
|
|
1
|
5
|
|
1
|
5
|
|
Commission income from guarantees issued
|
|
35
|
37
|
|
34
|
36
|
|
Total other operating income
|
|
155
|
157
|
|
153
|
155
|
|
|
|
|
|
|
|
|
USD million
|
|
CHF million
|
|
|
|
For the year ended
|
|
For the year ended
|
|
|
|
31.12.19
|
31.12.18
|
|
31.12.19
|
31.12.18
|
|
Fair value gains on investments in AIVs
|
|
45
|
0
|
|
45
|
0
|
|
Fair value gains on derivatives
|
|
2
|
6
|
|
2
|
6
|
|
Treasury share gains
|
|
0
|
47
|
|
0
|
46
|
|
Interest income on long-term receivables from UBS AG
|
|
445
|
13
|
|
439
|
13
|
|
Interest income on liquid assets
|
|
4
|
11
|
|
4
|
11
|
|
Foreign currency translation gains
|
|
1
|
0
|
|
1
|
0
|
|
Total financial income
|
|
498
|
77
|
|
491
|
76
|
Note 6 Personnel expenses
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 2019
and 2018. All employees of the UBS Group, including the members of the Group
Executive Board (GEB) of UBS Group AG, were employed by subsidiaries of UBS
Group AG. As of 31 December 2019, the UBS Group employed 68,601 personnel
(31 December 2018: 66,888) on a full-time equivalent basis.
UBS Group AG standalone financial statements
Note 7 Other operating expenses
|
|
|
USD million
|
|
CHF million
|
|
|
|
For the year ended
|
|
For the year ended
|
|
|
|
31.12.19
|
31.12.18
|
|
31.12.19
|
31.12.18
|
|
Fair value losses on AIV awards
|
|
45
|
0
|
|
45
|
0
|
|
Losses related to equity-settled awards
|
|
0
|
184
|
|
0
|
181
|
|
Capital tax
|
|
13
|
14
|
|
13
|
14
|
|
Other
|
|
22
|
18
|
|
22
|
17
|
|
Total other operating
expenses
|
|
81
|
216
|
|
80
|
212
|
Note 8 Financial expenses
|
|
|
USD million
|
|
CHF million
|
|
|
|
For the year ended
|
|
For the year ended
|
|
|
|
31.12.19
|
31.12.18
|
|
31.12.19
|
31.12.18
|
|
Fair value losses on investments in AIVs
|
|
0
|
8
|
|
0
|
8
|
|
Impairment losses on financial assets
|
|
0
|
0
|
|
0
|
0
|
|
Treasury share losses
|
|
191
|
0
|
|
191
|
0
|
|
Interest expense on interest-bearing liabilities
|
|
429
|
13
|
|
422
|
13
|
|
Interest expense on derivatives
|
|
5
|
6
|
|
1
|
6
|
|
Fees paid
|
|
1
|
1
|
|
5
|
1
|
|
Foreign currency losses
|
|
0
|
2
|
|
0
|
2
|
|
Total financial expenses
|
|
625
|
30
|
|
618
|
30
|
Balance sheet notes
As of 31 December 2019, liquid
assets comprised USD 794 million (CHF 769 million) held on current
accounts at UBS Switzerland AG and UBS AG and USD 383 million
(CHF 371 million) of time deposits placed with UBS AG. As of
31 December 2018, liquid assets comprised USD 542 million (CHF 533
million) held on current accounts at UBS Switzerland AG and UBS AG and
USD 384 million (CHF 378 million) of time deposits placed with UBS AG.
Note 10 Marketable
securities
Marketable securities include
investments in AIVs related to compensation awards vesting within 12 months
after the balance sheet date.
Note 11 Other short-term receivables
|
|
|
USD million
|
|
CHF million
|
|
|
|
31.12.19
|
31.12.18
|
|
31.12.19
|
31.12.18
|
|
Onward lending to UBS AG1
|
|
1,870
|
0
|
|
1,811
|
0
|
|
Loans to UBS Business Solutions AG
|
|
55
|
216
|
|
53
|
213
|
|
Receivables from employing entities related to compensation
awards
|
|
482
|
567
|
|
466
|
557
|
|
Other
|
|
5
|
5
|
|
5
|
5
|
|
Total other short-term
receivables
|
|
2,412
|
788
|
|
2,335
|
775
|
|
1 Short-term receivables from the onward lending of the proceeds
from the issuances of TLAC-eligible senior unsecured debt and loss-absorbing
additional tier 1 perpetual capital notes to UBS AG. Refer to Note 1 for
more information.
|
Note 12 Accrued income and prepaid expenses
|
|
|
USD million
|
|
CHF million
|
|
|
|
31.12.19
|
31.12.18
|
|
31.12.19
|
31.12.18
|
|
Accrued interest income
|
|
816
|
6
|
|
790
|
6
|
|
Other accrued income and prepaid expenses
|
|
194
|
1
|
|
188
|
1
|
|
Total accrued income and
prepaid expenses
|
|
1,010
|
7
|
|
978
|
7
|
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, respectively. The proportion
of ownership interest held is equal to the voting rights held by UBS Group AG
or UBS AG, respectively. 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, Hong
Kong and other countries. UBS Europe SE has branches and offices in a number of
EU Member States, including Germany, Italy, Luxembourg, Spain and Austria. Share
capital is provided in the currency of the legally registered office.
|
Subsidiaries of UBS Group AG as
of 31 December 2019
|
|
|
|
|
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
|
|
UBS Group Funding (Switzerland) AG
|
Zurich, Switzerland
|
|
CHF
|
0.1
|
100.0
|
|
1 UBS Business Solutions AG holds subsidiaries in Poland, China
and India.
|
|
|
|
|
|
|
|
|
Individually significant
subsidiaries of UBS AG as of 31 December 20191
|
|
|
|
|
Company
|
Registered office
|
Primary business
|
Share capital in million
|
Equity interest accumulated in %
|
|
UBS Americas Holding LLC
|
Wilmington, Delaware, USA
|
Corporate Center
|
USD
|
3,150.02
|
100.0
|
|
UBS Americas Inc.
|
Wilmington, Delaware, USA
|
Corporate Center
|
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 Comprised of common share capital of USD 1,000 and non-voting
preferred share capital of USD 3,150,000,000. 3 Comprised 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 31 in the “Consolidated financial
statements” section of this report for more information
|
|
|
USD million
|
|
CHF million
|
|
|
|
31.12.19
|
31.12.18
|
|
31.12.19
|
31.12.18
|
|
Long-term receivables from UBS AG1
|
|
46,644
|
993
|
|
45,158
|
976
|
|
Long-term receivables from UBS Business Solutions AG
|
|
236
|
224
|
|
229
|
220
|
|
Investments in alternative investment vehicles at fair value
related to awards vesting after 12 months
|
|
229
|
224
|
|
222
|
220
|
|
Investments in alternative investment vehicles at cost less
impairment
|
|
4
|
4
|
|
4
|
4
|
|
Total financial assets
|
|
47,113
|
1,444
|
|
45,612
|
1,420
|
|
1 As of 31 December 2019, long-term receivables from UBS AG
include the onward lending of the proceeds from the issuances of
TLAC-eligible senior unsecured debt and loss-absorbing additional tier 1
perpetual capital notes for the total amount of USD 45,682 million
(CHF 44,226 million). Refer to Note 1 for more information.
|
Note 15 Current interest-bearing liabilities
Current
interest-bearing liabilities totaled USD 2,547 million (CHF 2,466
million) as of 31 December 2019 comprising TLAC-eligible senior unsecured
debt instruments of USD 1,800 million (CHF 1,743 million) and loans
from UBS AG of USD 747 million (CHF 723 million). As of
31 December 2018, current interest-bearing liabilities comprised loans
from UBS AG of USD 457 million (CHF 450 million). In October 2019,
all loss-absorbing AT1 capital notes and TLAC-eligible senior unsecured debt
instruments previously issued by UBS Group Funding (Switzerland) AG were
transferred to UBS Group AG by means of an issuer substitution at book value.
® Refer to Note 1 for more information
|
Notes issued, overview by
amount, maturity and coupon
|
|
|
31.12.19
|
|
In million, except where
indicated
|
Maturity1
|
Coupon1
|
|
Carrying amount
in transaction
currency
|
Carrying amount
in USD
|
Carrying amount
in CHF
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
24.09.20
|
3M USD LIBOR + 144 bps
|
|
300
|
300
|
290
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
24.09.20
|
2.950%
|
|
1,500
|
1,500
|
1,452
|
|
Total notes issued
|
|
|
|
|
1,800
|
1,743
|
|
1 Disclosed maturity refers to the contractual maturity date or,
if applicable, to the earlier optional redemption date of the respective
issuance. 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 earlier optional redemption date.
|
Note 16 Accrued expenses and deferred income
|
|
|
USD million
|
|
CHF million
|
|
|
|
31.12.19
|
31.12.18
|
|
31.12.19
|
31.12.18
|
|
Short-term portion of net liability related to deferred
compensation plan transfer
|
|
0
|
3
|
|
0
|
3
|
|
Short-term portion of compensation liabilities
|
|
1,268
|
1,405
|
|
1,228
|
1,382
|
|
of which: Deferred
Contingent Capital Plan
|
|
497
|
550
|
|
482
|
541
|
|
of which: other deferred
compensation plans
|
|
771
|
856
|
|
746
|
841
|
|
Accrued interest expense
|
|
784
|
4
|
|
759
|
3
|
|
Other
|
|
50
|
53
|
|
48
|
52
|
|
Total accrued expenses and
deferred income
|
|
2,102
|
1,465
|
|
2,035
|
1,440
|
Note 17 Long-term interest-bearing liabilities
Long-term interest-bearing
liabilities totaled USD 45,989 million (CHF 44,523 million) as of
31 December 2019 comprising loss-absorbing AT1 perpetual capital notes and
TLAC-eligible senior unsecured debt instruments of USD 45,752 million
(CHF 44,294 million) and fixed-term loans from UBS AG of USD 236
million (CHF 229 million). As of 31 December 2018, long-term
interest-bearing liabilities comprised fixed-term loans from UBS AG of
USD 224 million (CHF 220 million). In October 2019, all
loss-absorbing AT1 capital notes and TLAC-eligible senior unsecured debt
instruments previously issued by UBS Group Funding (Switzerland) AG were
transferred to UBS Group AG by means of an issuer substitution at book value.
® Refer to Note 1 for more information
UBS Group AG standalone financial statements
Note 17 Long-term interest-bearing liabilities (continued)
|
Notes issued, overview by
amount, maturity and coupon
|
|
|
31.12.19
|
|
In million, except where
indicated
|
Maturity1,2
|
Coupon1,2
|
|
Carrying amount
in transaction
currency
|
Carrying amount
in USD
|
Carrying amount
in CHF
|
|
US dollar-denominated high-trigger loss-absorbing additional
tier 1
perpetual capital notes
|
19.02.203
|
7.125%
|
|
1,250
|
1,250
|
1,210
|
|
Australian dollar-denominated TLAC-eligible senior unsecured
notes
|
18.11.20
|
3.030%
|
|
100
|
70
|
68
|
|
US dollar-denominated high-trigger loss-absorbing additional
tier 1
perpetual capital notes
|
22.03.21
|
6.875%
|
|
1,500
|
1,500
|
1,452
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
14.04.21
|
3M USD LIBOR + 178 bps
|
|
1,000
|
1,000
|
968
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
15.04.21
|
3.000%
|
|
2,000
|
2,000
|
1,936
|
|
US dollar-denominated high-trigger loss-absorbing additional
tier 1
perpetual capital notes
|
10.08.21
|
7.125%
|
|
1,100
|
1,100
|
1,065
|
|
Euro-denominated TLAC-eligible senior unsecured notes
|
20.09.21
|
3M EUR LIBOR + 70 bps
|
|
1,750
|
1,962
|
1,900
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
01.02.22
|
3M USD LIBOR + 153 bps
|
|
500
|
500
|
484
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
01.02.22
|
2.650%
|
|
2,000
|
2,000
|
1,936
|
|
Euro-denominated low-trigger loss-absorbing additional tier 1
perpetual capital notes
|
19.02.22
|
5.750%
|
|
1,000
|
1,121
|
1,086
|
|
Swiss franc-denominated TLAC-eligible senior unsecured notes
|
22.02.22
|
0.750%
|
|
300
|
310
|
300
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
23.05.22
|
3.491%
|
|
2,000
|
2,000
|
1,936
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
23.05.22
|
3M USD LIBOR + 122 bps
|
|
1,000
|
1,000
|
968
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
15.08.22
|
3M USD LIBOR + 95 bps
|
|
1,250
|
1,250
|
1,210
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
15.08.22
|
2.859%
|
|
2,000
|
2,000
|
1,936
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
04.11.22
|
0.000%
|
|
141
|
141
|
136
|
|
Euro-denominated TLAC-eligible senior unsecured notes
|
16.11.22
|
1.750%
|
|
1,250
|
1,402
|
1,357
|
|
US dollar-denominated high-trigger loss-absorbing additional
tier 1
perpetual capital notes
|
31.01.23
|
5.000%
|
|
2,000
|
2,000
|
1,936
|
|
Swiss franc-denominated TLAC-eligible senior unsecured notes
|
18.05.23
|
0.625%
|
|
400
|
413
|
400
|
|
Yen-denominated TLAC-eligible senior unsecured notes
|
08.11.23
|
0.719%
|
|
130,000
|
1,196
|
1,157
|
|
Singapore dollar-denominated high-trigger loss-absorbing
additional tier 1
perpetual capital notes
|
28.11.23
|
5.875%
|
|
700
|
521
|
504
|
|
Euro-denominated TLAC-eligible senior unsecured notes
|
30.11.23
|
1.500%
|
|
1,250
|
1,402
|
1,357
|
|
Swiss franc-denominated TLAC-eligible senior unsecured notes
|
30.01.24
|
0.875%
|
|
400
|
413
|
400
|
|
US dollar-denominated high-trigger loss-absorbing additional
tier 1
perpetual capital notes
|
31.01.24
|
7.000%
|
|
2,500
|
2,500
|
2,420
|
|
Euro-denominated TLAC-eligible senior unsecured notes
|
04.03.24
|
2.125%
|
|
750
|
841
|
814
|
|
Euro-denominated TLAC-eligible senior unsecured notes
|
17.04.24
|
1.250%
|
|
1,750
|
1,962
|
1,900
|
|
Australian dollar-denominated high-trigger loss-absorbing
additional tier 1
perpetual capital notes
|
27.08.24
|
4.375%
|
|
700
|
491
|
475
|
|
Singapore dollar-denominated high-trigger loss-absorbing
additional tier 1
perpetual capital notes
|
04.09.24
|
4.850%
|
|
750
|
558
|
540
|
|
US dollar-denominated low-trigger loss-absorbing additional tier
1
perpetual capital notes
|
19.02.25
|
7.000%
|
|
1,250
|
1,250
|
1,210
|
|
US dollar-denominated high-trigger loss-absorbing additional
tier 1
perpetual capital notes
|
07.08.25
|
6.875%
|
|
1,575
|
1,575
|
1,525
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
24.09.25
|
4.125%
|
|
2,500
|
2,500
|
2,420
|
|
Swiss franc-denominated high-trigger loss-absorbing additional
tier 1
|
13.11.25
|
3.000%
|
|
275
|
284
|
275
|
|
Swiss franc-denominated TLAC-eligible senior unsecured notes
|
23.02.26
|
1.250%
|
|
150
|
155
|
150
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
15.04.26
|
4.125%
|
|
2,000
|
2,000
|
1,936
|
|
Euro-denominated TLAC-eligible senior unsecured notes
|
01.09.26
|
1.250%
|
|
1,250
|
1,402
|
1,357
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
23.03.27
|
4.253%
|
|
2,000
|
2,000
|
1,936
|
|
Yen-denominated TLAC-eligible senior unsecured notes
|
09.11.27
|
0.973%
|
|
20,000
|
184
|
178
|
|
US dollar-denominated TLAC-eligible senior unsecured notes
|
13.08.29
|
3.126%
|
|
1,500
|
1,500
|
1,452
|
|
Total notes issued
|
|
|
|
|
45,752
|
44,294
|
|
1 For the TLAC-eligible senior unsecured notes, disclosed
maturity refers to the contractual maturity date or, if applicable, to the
earlier optional redemption date of the respective issuance. 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 earlier
optional redemption date. 2 For the loss-absorbing additional tier 1
perpetual capital notes, disclosed maturity refers to the first call date and
the disclosed coupon rate refers to the contractual fixed coupon rate from
the issue date up to, but excluding, the first call date.
3 Instrument was called on 10 January 2020.
|
Note 18 Compensation-related long-term liabilities
|
|
|
USD million
|
|
CHF million
|
|
|
|
31.12.19
|
31.12.18
|
|
31.12.19
|
31.12.18
|
|
Long-term portion of compensation liabilities
|
|
2,938
|
3,022
|
|
2,845
|
2,972
|
|
of which: Deferred
Contingent Capital Plan
|
|
1,340
|
1,415
|
|
1,298
|
1,391
|
|
of which: other deferred
compensation plans
|
|
1,598
|
1,607
|
|
1,547
|
1,581
|
|
Total compensation-related long-term
liabilities
|
|
2,938
|
3,022
|
|
2,845
|
2,972
|
As of 31
December 2019, the issued share capital consisted of 3,859,055,395
(31 December 2018: 3,855,634,749) registered shares with a par value of
CHF 0.10 each.
® Refer to “UBS shares” in the “Capital
management” section of this report for more information about UBS Group AG
shares
|
|
Number of registered shares
|
Average price in USD
|
Average price in CHF
|
|
Balance as of 31 December
2017
|
132,301,550
|
16.65
|
16.23
|
|
of which: treasury shares
held by UBS Group AG
|
132,211,630
|
16.65
|
16.23
|
|
of which: treasury shares
held by UBS AG and other subsidiaries
|
89,920
|
17.99
|
17.54
|
|
Acquisitions
|
103,979,927
|
15.32
|
15.10
|
|
Disposals
|
(2,438,508)
|
16.90
|
16.61
|
|
Delivery of shares to settle equity-settled awards
|
(67,375,167)
|
16.69
|
16.39
|
|
Balance as of 31 December
2018
|
166,467,802
|
15.71
|
15.45
|
|
of which: treasury shares
held by UBS Group AG1
|
166,203,791
|
15.71
|
15.46
|
|
of which: treasury shares held
by UBS AG and other subsidiaries
|
264,011
|
12.27
|
12.05
|
|
Acquisitions
|
146,876,692
|
11.86
|
11.75
|
|
Disposals
|
(5,999,827)
|
11.88
|
11.50
|
|
Delivery of shares to settle equity-settled awards
|
(64,323,371)
|
15.35
|
15.28
|
|
Balance as of 31 December
2019
|
243,021,296
|
13.57
|
13.35
|
|
of which: treasury shares
held by UBS Group AG1
|
242,930,084
|
13.57
|
13.35
|
|
of which: treasury shares
held by UBS AG and other subsidiaries
|
91,212
|
12.65
|
12.75
|
|
1 The carrying amount of treasury shares held by UBS Group AG as
of 31 December 2019 was USD 3,297 million / CHF 3,244 million (31 December
2018: USD 2,612 million / CHF 2,569 million).
|
UBS Group AG standalone financial statements
Additional information
UBS
Group AG used to issue guarantees to the external investors against any default
in payments of interest and principal by UBS Group Funding (Switzerland) AG, a
direct subsidiary of UBS Group AG. As of 31 December 2018, UBS Group
Funding (Switzerland) AG had issued USD 31,448 million (CHF 30,920
million) equivalent of TLAC-eligible senior debt and USD 10,334 million
(CHF 10,161 million) equivalent of loss-absorbing AT1 capital notes. In
October 2019, those guarantees were canceled upon the transfer of the
underlying instruments to UBS Group AG.
® Refer to Note 1 for more information
Note 22 Assets
pledged to secure own liabilities
As of 31 December 2019, total pledged
assets of UBS Group AG amounted to USD 2,021 million (CHF 1,957 million).
These assets consisted of certain liquid assets, marketable securities and
financial assets and were pledged to UBS AG. As of 31 December 2018, total
pledged assets of UBS Group AG amounted to USD 1,862 million (CHF 1,831
million). The associated liabilities secured by these pledged assets were
USD 933 million (CHF 903 million) and USD 633 million (CHF 623
million) as of 31 December 2019 and 31 December 2018, respectively.
Note 23
Contingent liabilities
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.
Note 24 Significant shareholders
|
Shareholders registered in the
UBS Group AG share register with 3% or more of the total share capital
|
|
% of share capital
|
31.12.19
|
31.12.18
|
|
Chase Nominees Ltd., London1
|
10.94
|
12.08
|
|
DTC (Cede & Co.), New York1,2
|
7.57
|
7.23
|
|
Nortrust Nominees Ltd., London1
|
4.90
|
4.14
|
|
1 Nominee companies and securities clearing organization cannot
autonomously decide how voting rights are exercised and are therefore not
obligated to notify UBS and the SIX if they reach, exceed or fall below the
threshold percentages according to the FMIA disclosure notification.
Consequently, they do not appear in the below section “Shareholders subject
to FMIA disclosure notifications.” 2 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 (FMIA), anyone directly or indirectly,
or acting in concert with third parties, holding shares in a company listed in
Switzerland, or holding derivative rights related to shares of such a company
must notify the company and the SIX Swiss Exchange (SIX) if the holding
reaches, falls below or exceeds one of the following 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 threshold percentages.
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 2019,
the following entities held more than 3% of the total share capital of UBS
Group AG: Artisan Partners Limited Partnership, Milwaukee, disclosed a holding
of 3.02% of the total share capital of UBS Group AG on 20 September 2019;
Norges Bank, Oslo, disclosed a holding of 3.01% on 24 July 2019; Dodge &
Cox, San Francisco, disclosed a holding of 3.03% on 30 November 2018;
BlackRock Inc., New York, disclosed a holding of 4.99% on 28 August 2018;
and MFS Investment Management, Boston, disclosed a holding of 3.05% on
10 February 2016. As registration in the UBS share register is optional,
shareholders crossing the aforementioned thresholds requiring SIX notification
under FMIA, do not necessarily appear in the above table.
The above disclosures have not been
subsequently superseded and no new disclosures of significant shareholdings
have been made since 31 December 2019.
In accordance with the FMIA, the
aforementioned holdings are calculated in relation to the total share capital
of UBS Group AG reflected in its Articles of Association at the time of the
respective disclosure notification.
®
Refer to www.six-exchange-regulation.com/en/home/
publications/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 2019 or as of 31 December 2018
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
Note 25 Share and option ownership of the members of the Board
of Directors, the Group Executive Board and other employees
|
Shares awarded
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended 31.12.19
|
|
For the year ended 31.12.18
|
|
|
|
Number of shares
|
|
Value of shares in USD million
|
Value of shares in CHF million
|
|
Number of shares
|
|
Value of shares in USD million
|
Value of shares in CHF million
|
|
Awarded to members of the BoD
|
|
560,889
|
|
7
|
7
|
|
354,265
|
|
6
|
6
|
|
Awarded to members of the GEB
|
|
4,878,908
|
|
58
|
56
|
|
2,996,831
|
|
52
|
51
|
|
Awarded to other UBS Group employees
|
|
72,763,001
|
|
812
|
787
|
|
55,332,567
|
|
926
|
908
|
|
Total
|
|
78,202,798
|
|
878
|
850
|
|
58,683,663
|
|
984
|
965
|
® Refer to the “Corporate governance and compensation” section of this
report for more information about the terms and conditions of the shares and
options 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 %
|
|
Axel A. Weber, Chairman
|
2019
|
938,627
|
0.053
|
|
2018
|
764,329
|
0.042
|
|
Michel Demaré, former Vice Chairman2
|
2019
|
–
|
–
|
|
2018
|
322,558
|
0.018
|
|
David Sidwell, Vice Chairman and Senior Independent Director
|
2019
|
167,595
|
0.009
|
|
2018
|
189,805
|
0.010
|
|
Jeremy Anderson, member
|
2019
|
31,456
|
0.002
|
|
2018
|
0
|
0.000
|
|
William C. Dudley, member2
|
2019
|
0
|
0.000
|
|
2018
|
–
|
–
|
|
Reto Francioni, member
|
2019
|
125,628
|
0.007
|
|
2018
|
98,832
|
0.005
|
|
Ann F. Godbehere, former member2
|
2019
|
–
|
–
|
|
2018
|
259,225
|
0.014
|
|
Fred Hu, member
|
2019
|
15,145
|
0.001
|
|
2018
|
0
|
0.000
|
|
Julie G. Richardson, member
|
2019
|
46,283
|
0.003
|
|
2018
|
17,157
|
0.001
|
|
Isabelle Romy, member
|
2019
|
143,928
|
0.008
|
|
2018
|
114,802
|
0.006
|
|
Robert W. Scully, member
|
2019
|
71,540
|
0.004
|
|
2018
|
47,074
|
0.003
|
|
Beatrice Weder di Mauro, member
|
2019
|
172,397
|
0.010
|
|
2018
|
145,601
|
0.008
|
|
Dieter Wemmer, member
|
2019
|
60,285
|
0.003
|
|
2018
|
31,159
|
0.002
|
|
Jeanette Wong, member2
|
2019
|
0
|
0.000
|
|
2018
|
–
|
–
|
|
Total
|
2019
|
1,772,884
|
0.100
|
|
2018
|
1,990,542
|
0.109
|
|
1 Includes blocked and unblocked shares held by BoD members,
including those held by related parties. No options were granted in 2019 and
2018. 2 At the 2019 AGM, William C. Dudley and Jeanette Wong were newly
elected and Michel Demaré and Ann F. Godbehere did not stand for re-election.
|
Note 25 Share and option ownership of the members of the Board
of Directors, the Group Executive Board and other employees (continued)
|
Share and option 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 %
|
|
Sergio P. Ermotti, Group Chief Executive Officer
|
2019
|
1,862,480
|
2,150,003
|
4,012,483
|
0.227
|
|
2018
|
1,715,430
|
1,757,766
|
3,473,196
|
0.191
|
|
Martin Blessing, former Co-President Global Wealth Management
|
2019
|
–
|
–
|
–
|
–
|
|
2018
|
256,356
|
0
|
256,356
|
0.014
|
|
Christian Bluhm, Group Chief Risk Officer
|
2019
|
440,953
|
0
|
440,953
|
0.025
|
|
2018
|
259,745
|
0
|
259,745
|
0.014
|
|
Markus U. Diethelm, Group General Counsel
|
2019
|
698,402
|
458,426
|
1,156,828
|
0.065
|
|
2018
|
614,222
|
317,516
|
931,738
|
0.051
|
|
Kirt Gardner, Group Chief Financial Officer
|
2019
|
532,643
|
129,807
|
662,450
|
0.037
|
|
2018
|
343,120
|
107,472
|
450,592
|
0.025
|
|
Suni Harford, President Asset Management
|
2019
|
63,211
|
0
|
63,211
|
0.004
|
|
2018
|
–
|
–
|
–
|
–
|
|
Robert Karofsky, Co-President Investment Bank
|
2019
|
577,606
|
492,476
|
1,070,082
|
0.061
|
|
2018
|
500,902
|
254,119
|
755,021
|
0.042
|
|
Sabine Keller-Busse, Group Chief Operating Officer and President
UBS EMEA
|
2019
|
423,778
|
315,922
|
739,700
|
0.042
|
|
2018
|
259,762
|
263,362
|
523,124
|
0.029
|
|
Iqbal Khan, Co-President Global Wealth Management
|
2019
|
712,342
|
0
|
712,342
|
0.040
|
|
2018
|
–
|
–
|
–
|
–
|
|
Edmund Koh, President Asia Pacific
|
2019
|
380,340
|
183,104
|
563,444
|
0.032
|
|
2018
|
–
|
–
|
–
|
–
|
|
Ulrich Körner, former President Asset Management and President
UBS EMEA
|
2019
|
–
|
–
|
–
|
–
|
|
2018
|
910,951
|
95,597
|
1,006,548
|
0.055
|
|
Axel P. Lehmann, President Personal & Corporate Banking and
President UBS Switzerland
|
2019
|
522,202
|
277,978
|
800,180
|
0.045
|
|
2018
|
307,090
|
277,978
|
585,068
|
0.032
|
|
Tom Naratil, Co-President Global Wealth Management and President
UBS Americas
|
2019
|
1,307,554
|
609,477
|
1,917,031
|
0.108
|
|
2018
|
1,132,938
|
484,075
|
1,617,013
|
0.089
|
|
Piero Novelli, Co-President Investment Bank
|
2019
|
599,156
|
429,652
|
1,028,808
|
0.058
|
|
2018
|
471,049
|
256,367
|
727,416
|
0.040
|
|
Markus Ronner, Group Chief Compliance and Governance Officer
|
2019
|
214,850
|
68,097
|
282,947
|
0.016
|
|
2018
|
161,152
|
173
|
161,325
|
0.009
|
|
Total
|
2019
|
8,335,517
|
5,114,942
|
13,450,459
|
0.761
|
|
2018
|
6,932,717
|
3,814,425
|
10,747,142
|
0.591
|
|
1 Includes all vested and unvested shares of GEB members,
including those held by related parties. No options were held in 2019 and
2018 by any GEB member or any of its related parties. Refer to “Note 30
Employee benefits: variable compensation” in the “Consolidated financial
statements” section of the Annual Report 2019 for more information. 2
Includes shares granted under variable compensation plans with forfeiture
provisions. The actual number of shares vesting in the future will be
calculated under the terms of the plans. Refer to the “Compensation
philosophy and framework” section of this report for more information about
the plans.
|
UBS Group AG standalone financial statements
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 million
|
|
CHF million
|
|
|
|
31.12.19
|
31.12.18
|
|
31.12.19
|
31.12.18
|
|
Payables due to the members of the GEB
|
|
178
|
156
|
|
172
|
154
|
|
of which: Deferred
Contingent Capital Plan
|
|
76
|
78
|
|
74
|
77
|
|
of which: other deferred
compensation plans
|
|
101
|
78
|
|
98
|
77
|
|
Payables due to external auditors
|
|
0
|
0
|
|
0
|
0
|
|
|
|
|
|
|
|
|
p
Zurich, 28 February 2020
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 333-225551), and each related prospectus
currently outstanding under such registration statement,
(2) on
Form F-4 (Registration Number 333-234705), and each related prospectus
currently outstanding under such registration statement,
(3) on
Form S-8 (Registration Numbers 333-200634; 333-200635; 333-200641; 333-200665;
333-215254; 333-215255; and 333-228653), and each related prospectus currently
outstanding under any of the aforementioned registration statements,
(4) the
base prospectus of Corporate Asset Backed Corporation (CABCO) dated 23 June
2004 (Registration Number 333-111572),
(5) the
Form 8-K of CABCO dated 23 June 2004 (SEC File Number 001-13444), and
(6) 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 27 February
2020, with respect to the standalone financial statements of UBS Group AG for
the year ended 31 December 2019 included in this Report of Foreign Private
Issuer (Form 6-K) dated 28 February 2020, filed with the Securities and
Exchange Commission.
Ernst & Young Ltd
|
/s/ Marie-Laure
Delarue
Marie-Laure Delarue
Licensed Audit Expert
|
/s/ Ira S. Fitlin
Ira S. Fitlin
Certified Public Accountant
(U.S.)
|
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
333-225551) and on Form F-4 (Registration Number 333-234705), and of UBS Group AG on Form S-8 (Registration Numbers 333-200634;
333-200635; 333-200641; 333-200665; 333-215254; 333-215255; and 333-228653),
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
Form 6-K’s 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.
By:
_/s/ Todd Tuckner___________
Name:
Todd Tuckner
Title:
Group Controller and
Chief
Accounting Officer
By:
_/s/ David Kelly _____________
Name:
David Kelly
Title:
Managing Director
UBS
AG
By:
_/s/ Todd Tuckner___________
Name:
Todd Tuckner
Title:
Group Controller and
Chief
Accounting Officer
By:
_/s/ David Kelly _____________
Name:
David Kelly
Title:
Managing Director
Date: February 28, 2020
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