6-K
UBS AG (AMUB)
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: November 7, 2023
UBS Group AG
(Registrant's Name)
Bahnhofstrasse 45, 8001 Zurich, Switzerland
(Address of principal executive office)
Commission File Number: 1-36764
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 registrants file or will file annual reports under
cover of
Form 20-F or Form 40-
F.
Form 20-F
☒
Form 40-F
☐
This Form 6-K consists of the
UBS Group AG standalone financial
information for the six months ended
30
June 2023, which appears immediately following this page.
UBS
Group AG
Standalone financial information
for the six months ended
30 June 2023
Table of contents
UBS Group AG standalone financial information
1
Income statement
1
Balance sheet
Notes to the UBS Group AG standalone financial
information
2
Basis of accounting
2
Accounting policies
2
Significant events
Appendix
4
Cautionary statement
Contacts
Switchboards
For all general inquiries
ubs.com/contact
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London +44-207-567 8000
New York +1-212-821 3000
Hong Kong +852-2971 8888
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Investor Relations
Institutional, professional and retail
investors are supported by UBS’s
Investor Relations team.
UBS Group AG, Investor Relations
P.O.
Box, CH-8098 Zurich,
Switzerland
ubs.com/investors
Zurich +41-44-234 4100
New York +1-212-882 5734
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supported by UBS’s Media Relations
team.
ubs.com/media
Zurich +41-44-234 8500
mediarelations@ubs.com
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ubs-media-relations@ubs.com
New York +1-212-882 5858
mediarelations@ubs.com
Hong Kong +852-2971 8200
sh-mediarelations-ap@ubs.com
Office of the Group Company
Secretary
The Group Company Secretary
receives inquiries on compensation
and related issues addressed to
members of the Board of Directors.
UBS Group AG, Office of the
Group Company Secretary
P.O.
Box, CH-8098 Zurich,
Switzerland
sh-company-secretary@ubs.com
+41-44-235 6652
Shareholder Services
UBS’s Shareholder Services team,
a unit of the Group Company
Secretary’s office, is responsible
for the registration of UBS Group AG
registered shares.
UBS Group AG, Shareholder Services
P.O.
Box, CH-8098 Zurich,
Switzerland
sh-shareholder-services@ubs.com
+41-44-235 6652
US Transfer Agent
For global registered share-related
inquiries in the US.
Computershare Trust Company NA
P.O.
Box 505000
Louisville, KY 40233-5000,
USA
Shareholder online inquiries:
www-us.computershare.com/
investor/Contact
Shareholder website:
computershare.com/investor
Calls from the US +1-866-305-9566
Calls from outside the US
+1-781-575-2623
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+1-201-680-6610
Imprint
Publisher: UBS Group AG, Zurich, Switzerland | ubs.com
Language: English
© UBS 2023. The key symbol and UBS are among
the registered and
unregistered trademarks of UBS. All rights reserved.
UBS Group AG standalone
1
UBS Group AG standalone financial information
Income statement
USD m
CHF m
Year-to-date
Year-to-date
30.6.23
30.6.22
30.6.23
30.6.22
Dividend income from the investment in UBS AG
6,000
4,200
5,361
4,087
Other operating income
3,091
1,174
2,808
1,112
Operating income
9,091
5,374
8,169
5,199
Impairment of the investment in Credit Suisse AG
21,855
19,648
Other operating expenses
3,184
965
2,895
910
Operating expenses
25,039
965
22,543
910
Extraordinary income
17,317
15,771
Extraordinary expenses
16,319
14,861
Operating profit / (loss) before tax
(14,950)
4,409
(13,465)
4,289
Tax expense / (benefit)
(9)
10
(8)
10
Net profit / (loss) for the period
(14,941)
4,399
(13,456)
4,280
Balance sheet
USD m
CHF m
30.6.23
31.12.22
30.6.23
31.12.22
Assets
Current assets
12,965
4,895
11,615
4,524
Non-current assets
171,910
104,509
154,001
96,597
of which: investment in UBS AG
40,889
40,889
36,629
37,793
of which: investment in Credit Suisse AG
9,822
8,799
Total assets
184,876
109,404
165,615
101,121
Liabilities
Short-term liabilities
11,000
6,429
9,854
5,942
Long-term liabilities
129,344
64,883
115,869
59,971
Total liabilities
140,344
71,311
125,723
65,913
of which: Deferred Contingent Capital Plan
1,535
1,600
1,375
1,479
of which: other deferred compensation plans
2,576
2,793
2,307
2,581
Equity
Share capital
1
346
359
341
352
Statutory capital reserve
2
45,356
23,826
43,440
23,522
of which: capital contribution reserve
55,438
23,826
52,761
23,522
of which: other statutory capital reserve
(10,082)
(9,320)
Statutory earnings reserve
50
47
of which: reserve for treasury shares held by subsidiaries
50
47
Voluntary earnings reserve
2
18,155
16,364
13,855
13,620
Treasury shares
(4,435)
(6,844)
(4,334)
(6,557)
of which: against capital contribution reserve
(1,133)
(2,525)
(1,053)
(2,407)
Net profit / (loss)
(14,941)
4,389
(13,456)
4,271
Equity attributable to shareholders
44,532
38,093
39,893
35,209
Total liabilities and equity
184,876
109,404
165,615
101,121
1 Refer to “Share information and earnings per share” in the “Risk, capital, liquidity and funding, and balance sheet” section of the UBS Group
second quarter 2023 report for information about UBS Group AG shares.
2 During
the second
quarter of
2023, as
approved by
the Annual
General Meeting
of Shareholders
(the AGM),
the payment
of an
ordinary cash
dividend of
USD 0.55 (gross)
per dividend-bearing
share, totaling
USD 1,679m (CHF 1,517m), was made,
half of it from the capital
contribution reserve within the statutory
capital reserve and the other half
from total profit available for
appropriation. The remaining amount
of total
profit available for appropriation (i.e., USD 3,549m from USD 4,389m respectively CHF 3,512m from
CHF 4,271m) was appropriated to the voluntary earnings reserve.
UBS Group AG standalone
2
Notes to the UBS Group AG standalone financial information
Basis of accounting
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 interim financial information at hand comprises a condensed balance sheet, income statement and notes and
is unaudited. It should be read
in conjunction with the audited standalone financial statements of
UBS Group AG
included in the Annual Report 2022.
This
interim financial
information provides
an
update of
the financial
position of
UBS Group AG to
current and
future investors, as well as other interested stakeholders.
Accounting policies
In preparing
the interim
financial information
for UBS
Group AG,
the same
accounting policies
and methods
of
computation have been applied
as in the
annual standalone financial statements as
of 31 December 2022. More
information about the accounting policies applied
is provided in Note 2 to the UBS Group
AG standalone financial
statements in
the Annual
Report 2022.
In addition,
UBS Group
AG adopted
the following
accounting policies
during
the reporting period:
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
or
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
or
Financial expenses
in the
income statement.
The effective
portion of
gains
and losses
of these
FX derivatives
is deferred
on the
balance sheet
as
Accrued income
and prepaid
expenses
or
Accrued expenses
and deferred
income
to 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
or as
Extraordinary
income
.
Significant events
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.
UBS Group AG standalone
3
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
and
Extraordinary expenses
, respectively.
Impairment of investment in Credit Suisse
AG
Investments in subsidiaries 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. The
carrying amount is tested for impairment annually
and when indicators of a potential decrease
in value exist.
In
the
reporting
period,
UBS
Group
AG
recorded
an
impairment
of
its
investment
in
Credit
Suisse
AG
of
USD 21,855m (CHF 19,648m) in the income
statement in
Impairment of the investment
in Credit Suisse AG
. The
impairment was
recorded to
align the
book value
of the
assets and
liabilities acquired
through merger
by absorption
of Credit Suisse
Group AG as of
19 March 2023
with the fair
value of the
treasury shares provided
to the Credit
Suisse Group AG shareholders as of
12 June 2023 (“consideration paid approach”).
Cancellation of shares and change of
the share capital currency
On 5 April
2023, the Annual
General Meeting of
Shareholders (the
AGM) 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
has been 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 dollars
to Swiss francs for presentation purposes.
Furthermore, the
AGM
approved a
change of
the
share
capital currency
from the
Swiss
franc to
the US
dollar,
resulting in a slight reduction
of the nominal value
per share to USD 0.10
(from CHF 0.10), with
the amount of the
reduction of USD 6m
(CHF 5m) 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
retroactive effect
as of
1 January
2023 for
accounting purposes
based on the closing exchange rate from 30
December 2022.
These events did not change the total equity
reported for UBS Group AG.
UBS Group AG standalone
4
Cautionary Statement
|
This report
and the
information contained
herein are provided
solely for
information purposes,
and are
not to
be construed
as solicitation
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 |
Numbers presented throughout this report may not add up
precisely to the totals provided in the tables and text.
Percentages and percent changes
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 |
Within tables, blank fields generally indicate non-applicability or that presentation of any content would not be meaningful, or that information is not
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.
UBS Group AG
P.O. Box
CH-8098 Zurich
ubs.com
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this
report to be signed on their behalf by the undersigned, thereunto duly
authorized.
UBS Group AG
By:
/s/ Steffen Henrich
_
Name:
Steffen Henrich
Title:
Group Controller
By:
/s/ David Kelly
_
Name:
David Kelly
Title:
Managing Director
UBS AG
By:
/s/ Steffen Henrich
_
Name:
Steffen Henrich
Title:
Controller
By:
/s/ David Kelly
_
Name:
David Kelly
Title:
Managing Director
Date:
November 7, 2023