Ubs AG 6-K, filed Mar 17, 2025
Ubs AG (AMUB)
6-K
2025-03-17
For: 2024-12-31
View Original
Added on
July 04, 2026
About this 6-K
Ubs AG filed this 6-K on March 17, 2025.
1
MERGER BETWEEN UBS AG AND CREDIT SUISSE AG
Pursuant to the merger agreement dated 7 December 2023 between UBS AG (“UBS Parent Bank”) and Credit Suisse AG (“Credit
Suisse Parent Bank”), and in accordance with applicable provisions of Swiss law, on 31 May 2024 Credit Suisse Parent Bank
merged with and into UBS Parent Bank. UBS Parent Bank being the absorbing company continues to operate and Credit Suisse
Parent Bank being the absorbed company ceased to exist (the “Transaction”). Under the terms of the merger agreement, all of the
outstanding ordinary shares of Credit Suisse Parent Bank were cancelled; no consideration was paid as all of the outstanding
shares of each of UBS Parent Bank and Credit Suisse Parent Bank were owned by UBS Group AG.
2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
All amounts in this section are in US dollars (USD) unless otherwise specified. The abbreviation “bn” is used to represent
“billion”. The abbreviation “m” is used to represent “million”. Numbers presented throughout this section may not add up
precisely to the totals provided in the tables and text due to rounding.
The following unaudited pro forma condensed combined financial information is intended to illustrate the effect of the transaction
(as previously defined) and comprises the unaudited pro forma condensed combined income statement of UBS AG for the year
ended 31 December 2024, prepared as if the Transaction occurred on 1 January 2024.
A pro forma balance sheet as of 31 December 2024 is not presented or required as the balance sheet in UBS AG’s Annual Report
on Form 20-F for the year ended 31 December 2024, filed with the SEC on 17 March 2025, includes the effect of the Credit
Suisse AG merger.
The Transaction is a business combination of entities under common control (a “common control transaction”) as defined under
IFRS 3
Business Combinations
when the Group merger occurred, and it controls the two businesses merged before and after the Transaction. IFRS 3
Business
Combinations
Instead, in the absence of a specific IFRS Accounting Standards requirement, UBS Parent Bank applied the
carry over basis
referred to as the predecessor accounting method) consistent with previous UBS group -internal legal entity transactions and as
commonly applied under Swiss regulations.
Under the carry over basis, the IFRS Accounting Standards-equivalent financial statement carrying amounts of Credit Suisse
Parent Bank are added across each line item with the UBS Parent Bank financial statement amounts, as at the transaction date. No
adjustments are made to reflect, for example, the fair value of amortized cost financial assets and liabilities and the fair value of
non-financial assets and liabilities that were recorded in the UBS Group AG consolidated financial statements as a result of
applying the acquisition method as required under IFRS 3
Business Combinations
Suisse Group AG (note that with the acquisition date of 12 June 2023, for convenience the Credit Suisse Group was consolidated
with effect from 31 May 2023, as the effect of transactions and activities in the period from 31 May 2023 to 12 June 2023 on the
consolidated financial statements was not material).
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and reflects
estimates and assumptions made by UBS Parent Bank’s management that it considers reasonable. The unaudited pro forma
condensed combined financial information does not purport to represent what UBS Parent Bank’s actual results of operations or
financial condition would have been had the Transaction occurred on 1 January 2024, nor is it necessarily indicative of future
results of operations or financial condition. Adjustments enumerated in this document are pro forma in nature and are relevant for
the combination of the UBS Parent Bank and Credit Suisse Parent Bank only. Such adjustments are not relevant for UBS Group
AG consolidated reporting, unless otherwise disclosed in the audited consolidated financial statements of UBS Group AG as of
and for the year ended 31 December 2024, included in the UBS Group AG Annual Report.
The unaudited pro forma condensed combined financial information does not reflect expense efficiencies, asset dispositions or
business reorganizations that are or may be contemplated, or any cost or revenue synergies, including any potential restructuring
actions other than those that were reflected in the actual 2024 results.
The unaudited pro forma condensed combined financial information for the year ended 31 December 2024 should be read in
conjunction with the consolidated financial statements of UBS Parent Bank and the accompanying notes included in its 2024
Annual Report on Form 20-F, as well as the additional disclosures contained therein. This document is available on UBS’s
website at www.ubs.com/investors and at the SEC’s website at www.sec.gov.
3
USD millions
UBS AG
consolidated
(IFRS
Accounting
Standards)
Credit Suisse
AG
consolidated
(IFRS
Accounting
Standards)
1
Transaction
accounting
adjustment
2
Condensed
Combined
Income
Statement
(IFRS
Accounting
Standards)
Net interest income
Other net income from financial instruments
measured at fair value through profit or loss
Net fee and commission income
Other income
Total revenues 42,323 4,898 (479) 46,742
Credit loss expense / (release)
Personnel expenses
General and administrative expenses
Depreciation, amortization and impairment of
non-financial assets
Operating expenses 39,346 5,476 (479) 44,344
Operating profit / (loss) before tax 2,433 (786) - 1,647
Tax expense / (benefit)
Net profit / (loss) 1,533 (802) -
Net profit / (loss) attributable to non-controlling
interests
Net profit / (loss) attributable to shareholders 1,481 (798) -
Historical
Pro Forma
Unaudited Pro Forma Condensed Combined Income Statement
for the year ended 31 December 2024
1
Reflects the pre-merger unaudited historical condensed income statement of Credit Suisse Parent Bank for the five-month
period ended 31 May 2024 derived from Credit Suisse Parent Bank's books and records prepared under IFRS Accounting
Standards. Refer to Note 1 in the explanatory notes for further information.
2
Refer to Note 2) in the explanatory notes for further information.
See accompanying notes.
4
Explanatory notes to unaudited pro forma condensed combined financial information
(in USDm except where otherwise indicated)
Note 1: Basis of preparation
The unaudited pro forma combined income statement for the year ended 31 December 2024 was prepared as if the Transaction
occurred on 1 January 2024.
No adjustments have been reflected in the unaudited pro forma condensed combined income statement for the effects of items that
have been considered to be immaterial.
Following the acquisition by UBS Group AG, Credit Suisse transitioned its accounting systems to IFRS. From 1 January 2024,
Credit Suisse Parent Bank has been producing IFRS financial information directly from its accounting systems without conversion
from U.S. GAAP. During the first half of 2024 Credit Suisse Parent Bank modified its IFRS accounting systems to accommodate
the integration of its financial information into UBS AG on a common control basis from the actual merger date of 31 May 2024.
Accordingly, the Credit Suisse Parent Bank pro forma IFRS income statement amounts for the five-month period ended 31 May
2024, derived from its IFRS books and records and other information available, have been extracted directly from its accounting
systems.
The UBS Parent Bank unaudited pro forma condensed combined income statement for the year ended 31 December 2024 was
sourced from (i) the audited consolidated income statement of UBS Parent Bank contained in the UBS Annual Report for the year
ended 31 December 2024 and (ii) the unaudited historical condensed IFRS consolidated income statement of Credit Suisse Parent
Bank on a common control basis for the five-month period ended 31 May 2024 derived from its IFRS books and records and other
information available. As the actual merger was effected on 31 May 2024, UBS Parent Bank’s unaudited historical condensed
consolidated income statement for year ended 31 December 2024 contains Credit Suisse Parent Bank’s consolidated income
statement activity for the seven-month period ended 31 December 2024. Collectively, the two sources represent consolidated
income statement activity of both UBS Parent Bank and Credit Suisse Parent Bank for the year ended 31 December 2024.
A transaction accounting adjustment was applied to eliminate consolidated income statement balances arising from intercompany
exposures and transactions between UBS Parent Bank and Credit Suisse Parent Bank during the five-month period ended 31 May
2024. See Note 2 below.
Note 2: Transaction accounting adjustment
UBS Parent Bank has reviewed exposures and transactions with Credit Suisse Parent Bank to identify intercompany income
statement amounts for the five-month period ended 31 May 2024. The only material intercompany income statement amounts
impacting the line items presented relate to the remuneration of staff seconded from Credit Suisse Parent Bank to UBS Parent
Bank. Remuneration for such staff is recognized by Credit Suisse Parent Bank in “Other income” while UBS Parent Bank records
the equal and opposite expense in “General and administrative expenses”. Accordingly, intercompany secondment income and
expense of 479m, recognized during the five-month period ended 31 May 2024, have been eliminated.
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 17, 2025
UBS AG
(Registrant's Name)
Bahnhofstrasse 45, 8001 Zurich, Switzerland
Aeschenvorstadt 1, 4051 Basel, Switzerland
(Address of principal executive offices)
Commission File Number: 1-15060
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 IS HEREBY INCORPORATED BY REFERENCE INTO (1) THE REGISTRATION
STATEMENT ON FORM F-3 (REGISTRATION NUMBER 333-283672), AND INTO EACH PROSPECTUS
OUTSTANDING UNDER THE FOREGOING REGISTRATION STATEMENT, (2) ANY OUTSTANDING
OFFERING CIRCULAR OR SIMILAR DOCUMENT ISSUED OR AUTHORIZED BY UBS AG THAT
INCORPORATES BY REFERENCE ANY FORMS 6-K OF UBS AG THAT ARE INCORPORATED INTO ITS
REGISTRATION STATEMENTS FILED WITH THE SEC, AND (3) THE BASE PROSPECTUS OF
CORPORATE ASSET BACKED CORPORATION (“CABCO”) DATED JUNE 23, 2004 (REGISTRATION
NUMBER 333-111572), THE FORM 8-K OF CABCO FILED AND DATED JUNE 23, 2004 (SEC FILE
NUMBER 001-13444), AND THE PROSPECTUS SUPPLEMENTS RELATING TO THE CABCO SERIES 2004-
101 TRUST DATED MAY 10, 2004 AND MAY 17, 2004 (REGISTRATION NUMBER 033-91744 AND 033-
91744-05). THIS REPORT SHALL BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS
FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY
FILED OR FURNISHED.
EXPLANATORY NOTE
UBS AG has determined that, for purposes of Rule 3-05 of Regulation S-X, the combination with Credit
Suisse AG that occurred on 31 May 2024 requires it to incorporate unaudited pro forma condensed
combined financial information prepared to reflect the combination in the outstanding registration
statements indicated on the cover of this Form 6-K, as if the combination occurred on 1 January 2024.
Such pro forma financial information is based on (i) the audited consolidated income statement of UBS
AG for the year ended 31 December 2024 and (ii) the unaudited historical condensed IFRS consolidated
income statement of Credit Suisse AG on a common control basis for the five-month period ended 31 May
2024 derived from Credit Suisse’s IFRS books and records, and other information available. As the actual
merger was effected on 31 May 2024, UBS AG’s consolidated income statement for year ended 31
December 2024 contains Credit Suisse AG’s consolidated income statement activity for the seven-month
period ended 31 December 2024.
This pro forma financial information is presented for illustrative purposes only and does not reflect the
actual results of operations or the financial position of UBS AG that would have resulted had the
combination occurred on 1 January 2024, or project the results of operations or financial position of UBS
AG for any future date or period.
The unaudited pro forma condensed combined financial information for the year ended 31 December 2024
is attached hereto as Exhibit 99.1 to this report on Form 6-K.
EXHIBIT INDEX
Exhibit No.
99.1
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 authorized .
UBS AG
By: _/s/ Steffen Henrich__________
Name: Steffen Henrich
Title: Controller
By: _/s/ David Kelly ___
Name: David Kelly
Title: Managing Director
Date: March 17, 2025