UBS 6-K
UBS Group AG (UBS)
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 Group AG
(
Registrant's Name)
Bahnhofstrasse 45, 8001 Zurich, Switzerland
(Address of principal executive office)
Commission File Number: 1-36764
Indicate by check mark whether the registrant files or will file annual
reports under cover of
Form 20-F or Form 40-F.
Form 20-F
☒
Form 40-F
☐
This Form 6-K consists of the UBS Group AG audited standalone financial
statements for the year ended 31 December 2024,
as well as the consent of Ernst & Young
Ltd. with respect thereto, which appear immediately following this page.
UBS
Group AG
Standalone financial statements and regulatory
information for the year ended
31 December 2024
UBS Group AG standalone
1
Table of contents
2
Report of the statutory auditor on the financial statements
5
UBS Group AG standalone financial statements
5
6
7
1
7
2
10
3
Acquisition of Credit Suisse Group AG
11
11
4
Dividend income from investments in subsidiaries
11
5
11
6
11
7
12
8
12
9
13
13
10
13
11
13
12
Accrued income and prepaid expenses
14
13
14
14
15
15
Current interest-bearing liabilities
15
16
Accrued expenses and deferred income
16
17
Long-term interest-bearing liabilities
19
18
Compensation-related long-term liabilities
19
19
19
20
20
20
21
Assets pledged to secure own liabilities and assets
20
22
21
23
Share ownership of the members of the Board of
Directors, the Group Executive Board and other
23
24
24
Statement of proposed appropriation of total profit
and dividend distribution out of total profit and
UBS Group AG standalone
2
UBS Group AG standalone
3
UBS Group AG standalone
4
UBS Group AG standalone financial statements
5
UBS Group AG standalone financial statements
Audited |
Income statement
USD m
CHF m
For the year ended
For the year ended
Note
31.12.24
31.12.23
31.12.24
31.12.23
Dividend income from investments in subsidiaries
4
3,193
6,352
2,936
5,677
Other operating income
5
3
10
2
10
Financial income
6
5,690
5,412
5,029
4,850
Income from valuation of investments in subsidiaries
3, 13
69
21,934
63
18,461
Operating income
8,956
33,707
8,030
28,998
Personnel expenses
7
25
40
22
36
Other operating expenses
8
83
269
74
241
Financial expenses
9
5,854
5,608
5,172
5,030
Impairment of investments in subsidiaries
3, 13
0
22,138
0
19,886
Operating expenses
5,962
28,055
5,268
25,193
Extraordinary income
1
3
0
17,317
0
15,771
Extraordinary expenses
1
3
0
16,319
0
14,861
Profit / (loss) before income taxes
2,994
6,651
2,762
4,714
Tax expense / (benefit)
0
(9)
0
(8)
Net profit / (loss)
2,994
6,660
2,762
4,722
1 Reflects
the write-off
of additional
tier 1
(AT1) instruments
formerly issued
by Credit
Suisse Group
AG in
a total
amount of
USD 17,317m
(CHF 15,771m)
and the
write-off of
the corresponding
internal AT1
instruments issued by Credit Suisse AG in a total amount of USD 16,319m (CHF 14,861m). Refer to Note 3 for more information.
UBS Group AG standalone financial statements
6
Balance sheet
USD m
CHF m
Note
31.12.24
31.12.23
31.12.24
31.12.23
Assets
Liquid assets
10
3,224
3,563
2,928
2,999
Marketable securities
82
111
75
93
Other short-term receivables
11
6,750
6,444
6,130
5,424
Accrued income and prepaid expenses
12
2,120
2,862
1,925
2,409
Total current assets
12,177
12,980
11,058
10,925
Investments in subsidiaries
13
73,325
73,419
66,586
61,797
of which: investment in UBS AG (prior year: UBS AG and Credit Suisse AG)
3, 13
72,567
72,567
65,898
61,079
Financial assets
14
115,733
121,288
105,097
102,087
Other non-current assets
952
1,165
864
980
Total non-current assets
190,010
195,872
172,548
164,864
Total assets
202,187
208,852
183,606
175,789
of which: amounts due from subsidiaries
127,470
133,730
115,756
112,559
Liabilities
Current interest-bearing liabilities
15
9,136
7,094
8,296
5,971
Accrued expenses and deferred income
16
3,470
3,879
3,151
3,265
Total short-term liabilities
12,606
10,973
11,447
9,236
Long-term interest-bearing liabilities
17
120,171
127,787
109,128
107,557
Compensation-related long-term liabilities
18
4,053
3,629
3,681
3,054
Other long-term liabilities
878
896
798
754
Total long-term liabilities
125,103
132,312
113,606
111,366
Total liabilities
137,709
143,285
125,053
120,601
of which: amounts due to subsidiaries
3,325
5,320
3,020
4,478
Equity
Share capital
19
346
346
341
341
Statutory capital reserve
44,228
45,356
42,413
43,440
of which: capital contribution reserve
31,603
32,731
32,621
33,648
of which: other statutory capital reserve
12,625
12,625
9,792
9,792
Statutory earnings reserve
33
44
30
37
of which: reserve for treasury shares held by subsidiaries
33
44
30
37
Voluntary earnings reserve
23,395
18,174
19,148
11,477
Treasury shares
20
(6,517)
(5,013)
(6,141)
(4,830)
of which: against capital contribution reserve
(1,631)
(1,133)
(1,486)
(1,053)
Net profit / (loss)
2,994
6,660
2,762
4,722
Equity attributable to shareholders
64,478
65,567
58,553
55,188
Total liabilities and equity
202,187
208,852
183,606
175,789
UBS Group AG standalone financial statements
7
Notes to the UBS Group AG standalone financial
statements
Note 1
Corporate information
UBS Group AG is
incorporated and domiciled
in Switzerland,
and its registered
office is at Bahnhofstrasse
45, CH-8001
Zurich,
Switzerland.
UBS
Group
AG
operates
under
Art.
620
et
seq.
of
the
Swiss
Code
of
Obligations
as
an
Aktiengesellschaft
(a corporation limited by shares).
The UBS Group
AG standalone financial
statements are
prepared in accordance
with the principles
of the Swiss
law on
accounting and financial reporting (32nd title of the Swiss
Code of Obligations).
The significant accounting and valuation principles applied
are described in Note 2.
UBS Group AG is
the ultimate holding
company of the
UBS Group, the
grantor of certain
deferred compensation plans
of UBS Group and the issuer
of loss-absorbing capital notes,
which qualify as Basel III additional
tier 1 (AT1) capital on a
consolidated UBS Group basis, and senior unsecured debt
,
which contributes to the total loss-absorbing capacity (TLAC)
of the Group.
The proceeds from
the issuances of
loss-absorbing AT1 capital notes
and TLAC-eligible senior
unsecured debt instruments
are on
lent to
UBS AG
or were
on lent
to either
UBS AG
or Credit
Suisse AG
until the
two entities
merged on
31 May 2024.
›
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
In addition,
UBS
Group
AG
grants
Deferred
Contingent
Capital
Plan
(DCCP) awards
to
UBS Group
employees.
These
DCCP awards also qualify as Basel III AT1 capital of the Group.
As of 31 December 2024, UBS
Group AG
’
s distributable items
for the purpose
of AT1 capital
instruments were USD 64bn
(CHF 58.1bn)
(31 December 2023:
USD 65.1bn (CHF
54.7bn)). For
this
purpose, distributable
items are
defined
in the
terms
and
conditions
of
the
relevant
instruments
as
the
aggregate
of
(i)
net
profits
carried
forward
and
(ii) freely
distributable reserves, in each case less any amounts that
must be contributed to legal reserves under applicable law.
Note 2
Accounting policies
Foreign currency translation
Transactions denominated
in foreign currency are translated into US dollars at the spot exchange rate on the date of the
transaction. At the balance sheet date, all current assets and short-term liabilities, as well as
Financial assets
measured at
fair value that are denominated in
a foreign currency,
are translated into US dollars
using the closing exchange rate. For
Other non-current
assets
and long-term
liabilities, where
the asset
mirrors the
terms of
a corresponding
liability or
the
asset and
liability otherwise form
an economic hedge
relationship, the asset
and liability are
treated as one
unit of account
for foreign currency
translation purposes, with offsetting
unrealized foreign currency
translation gains and losses
based
on the
closing exchange
rate presented
net in
the income
statement.
Investments in
subsidiaries
measured
at historic
cost are translated
at the spot exchange
rate on the date
of a contribution.
Currency translation
effects from
dividends
paid
in
Swiss
francs
are
recognized
in
equity.
All
other
currency
translation
effects
are
recognized
in
the
income
statement.
The
main
currency
translation
rates
used
by
UBS
Group
AG
are
provided
in
Note
32
in
the
“Consolidated
financial
statements” section of the UBS Group Annual Report 2024, available
under “Annual reporting” at
ubs.com/investors
.
Presentation currencies
The primary presentation currency
of the standalone financial statements of
UBS Group AG is the US dollar,
in line with
its
functional
currency.
Amounts
in
Swiss
francs
are
also
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
cumulative
negative
currency
translation
effect
of
CHF 2,137m
as
of
31 December
2024 (31 December 2023: negative CHF 6,397m).
UBS Group AG standalone financial statements
8
Note 2
Accounting policies (continued)
Marketable securities
Marketable securities
includes 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
includes 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.
Financial assets
also includes loans to and fixed-term deposits with UBS AG, as well as debt securities of UBS AG (initially
issued
by
Credit
Suisse
AG),
all
with
a
remaining
maturity
of
more
than
12
months.
The
loans
granted
to
UBS AG
substantially mirror the terms
of the perpetual AT1
capital notes and the
TLAC-eligible senior unsecured debt instruments
issued.
The
debt
securities
represent
downstream
funding
that
substantially
mirrors
the
terms
of
TLAC-eligible
senior
unsecured debt instruments issued. These instruments are
measured at cost value.
›
Refer to Note 14 for more information
Derivative instruments
UBS Group
AG uses
derivative instruments
to manage
exposures to
foreign currency
risks from
investments in
foreign
subsidiaries and
exposures to
interest rate
risk from
certain fixed-rate
debt instruments.
The derivative
instruments are
entered into with UBS AG, mirroring the
conditions of the transactions that they enter
into with third parties.
Derivative instruments are measured at fair value based on quoted market prices or other observable market prices as of
the balance sheet date. Unrealized gains and losses are recognized on the balance sheet as
Accrued income and prepaid
expenses
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.
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
.
UBS Group AG standalone financial statements
9
Note 2
Accounting policies (continued)
Investments in subsidiaries
Investments
in
subsidiaries
are
equity
interests
that
are
held
to
carry
on
the
business
of
the
UBS
Group
or
for
other
strategic purposes. They include all subsidiaries directly held by UBS
Group AG through which UBS conducts its business
on
a
global
basis.
The
investments
are
carried
at
cost
less
impairment
and
generally
measured
individually.
As
of
31 December
2023,
the
investments
in
UBS
AG
and
Credit
Suisse
AG
were
combined
as
a
valuation
unit
as
these
investments were
economically closely interlinked
and given the
then-contemplated merger
which became effective
on
31 May 2024.
The carrying
amount of
an investment
is tested
for impairment
when indicators
of a
potential decrease
in value
exist,
which include
significant operating
losses incurred
or a
severe depreciation
of the
currency in
which the
investment is
denominated. If an investment in a subsidiary is impaired, its value is generally written down to the recoverable amount.
Subsequent recoveries
in value can
be recognized up
to the original
cost value
if forecasts
of future cash
flows provide
sufficient
evidence
that
an increased
recoverable
amount
is supported.
Management
may
exercise
its
discretion
as to
what extent,
and in which period,
a recovery in value is recognized.
›
Refer to Note 3 and Note 13 for more information
›
Refer to “Note 3a Segment reporting” in the “Consolidated
financial statements” section of the UBS Group Annual
Report 2024,
available under “Annual reporting” at
ubs.com/investors
, for a description of businesses of the UBS Group
Long-term interest-bearing liabilities
Long-term interest-bearing liabilities include perpetual
loss-absorbing capital notes that
qualify as Basel
III AT1 capital and
TLAC-eligible senior unsecured
debt instruments at Group
level. They are presented
at nominal value. Any difference
to
nominal value,
e.g. premium,
discount or
external costs that
are directly
related to
the issue,
is deferred
as
Other non-
current assets
or
Other long-term liabilities
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 of
treasury shares
or settlement
of related share-based
awards, any
realized gain or
loss is recognized
in
Voluntary earnings
reserve
. Realized
gains
and losses
from
settlement
of share-based
awards represent
the difference
between the acquisition
cost of the
UBS Group AG
shares and the
grant date fair
value of the share-based
awards. For
the year
ended 31 December
2024, a
net loss
of USD
322m (CHF 291m)
from settlement
of share-based
awards was
recognized in
Voluntary earnings reserve
(2023 comparative period: net loss of USD 207m (CHF
191m)).
For UBS Group AG
shares acquired by a
direct or indirect subsidiary,
a
Reserve for treasury shares
held by subsidiaries
is
created in UBS Group AG’s equity.
›
Refer to Note 20 for more information
Share-based and other deferred compensation plans
Share-based compensation plans
The
grant
date
fair
value
of
equity-settled
share-based
compensation
awards
granted
to
employees
is
generally
recognized
over
the
vesting
period of
the
awards.
Awards
granted
by
UBS Group
AG in
the
form
of
UBS Group
AG
shares and notional shares are
settled by delivering UBS Group AG shares
at vesting, except in jurisdictions where
this is
not permitted for
legal or tax
reasons. They are recognized as
Compensation-related long-term liabilities
if vesting is
more
than 12 months after the balance
sheet date, or as
Accrued expenses and deferred income
if vesting is within 12 months
of the balance
sheet date. The
amount recognized is
adjusted for forfeiture assumptions,
such that the
amount ultimately
recognized is based on the
number of awards that meet the
related service conditions at the vesting
date. The grant date
fair value is based on the UBS
Group AG share price on the date of grant,
taking into consideration post-vesting sale and
hedge restrictions, dividend rights, non-vesting conditions,
and market conditions, where applicable.
Upon settlement
of the
share-based awards,
any realized
gain or
loss on the
treasury shares
is recognized
in
Voluntary
earnings reserve
. Realized gains and losses from settlement of share-based awards represent the difference between the
acquisition cost of the UBS Group AG shares and the grant
date fair value of the share-based awards.
UBS Group AG standalone financial statements
10
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.
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.
Note 3
Acquisition of Credit Suisse Group AG
Acquisition of Credit Suisse Group AG
On
12 June
2023,
UBS
Group
AG
formally
acquired
Credit
Suisse
Group
AG
through
merger
by
absorption.
In
the
standalone financial statements
of UBS Group
AG, the acquisition
has been applied
retroactively as
of 1 January 2023,
whereby
assets
of
USD 108,029m
(CHF 99,850m),
liabilities
of
USD 83,512m
(CHF 77,189m)
and
equity
of
USD 24,517m (CHF 22,661m) were recognized. In
exchange, the transferring shareholders obtained
176m shares of UBS
Group AG previously held as treasury
shares. In addition, contingent liabilities of USD 879m (CHF 812m) were
assumed.
As
part
of
acquisition
accounting,
UBS
Group
AG
recorded
an
impairment
of
its
investment
in
Credit
Suisse
AG
of
USD 21,855m (CHF 19,648m)
for the
difference between
the book
value of
the assets and
liabilities acquired
(through
merger by absorption of Credit Suisse
Group AG as of 19 March 2023)
and the fair value of UBS
shares provided to the
Credit Suisse Group AG shareholders as of 12 June 2023.
Investments in, and merger of UBS AG and Credit Suisse
AG
On 31 May 2024, UBS AG completed the
merger by absorption of Credit Suisse
AG, and the historic cost value and the
assigned book value of the two participations were
merged.
As of 31 December 2023, the investments of UBS Group AG in both UBS AG and Credit Suisse AG were
aggregated for
impairment (reversal) testing
purposes. Such an aggregation
(i.e. “valuation unit”) was
permitted under the accounting
rules applicable to
UBS Group
AG given that
at this time
UBS AG and
Credit Suisse
AG were closely
interlinked due
to
the contemplated merger of these two entities. The applicable accounting rules also permitted the historic cost value for
the investment
in Credit
Suisse AG,
as per
the former
Credit Suisse
Group
AG standalone
financial statements,
to be
combined with the cost value for the investment in UBS AG.
The book value assigned to the investment in the combined
entity (UBS AG and
Credit Suisse AG) of
USD 72,567m (CHF 61,079m)
was below the
cost value under these
rules and
below the
recoverable amount
determined as
of 31 December
2023 by
using a
discounted cash
flow model
based on
the business plan for the combined entity.
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.
UBS Group AG standalone financial statements
11
Income statement notes
Note 4
Dividend income from investments in subsidiaries
USD m
CHF m
For the year ended
For the year ended
31.12.24
31.12.23
31.12.24
31.12.23
Dividend income from UBS AG
3,000
6,000
2,758
5,361
Dividend income from UBS Business Solutions AG
193
266
178
238
Dividend income from Credit Suisse Services AG
0
82
0
75
Dividend income from Credit Suisse LP Holding AG
0
3
0
3
Total dividend income
3,193
6,352
2,936
5,677
Note 5
Other operating income
USD m
CHF m
For the year ended
For the year ended
31.12.24
31.12.23
31.12.24
31.12.23
Gains related to equity-settled awards
0
9
0
8
Other
3
1
2
1
Total other operating income
3
10
2
10
Note 6
Financial income
USD m
CHF m
For the year ended
For the year ended
31.12.24
31.12.23
31.12.24
31.12.23
Interest income on onward lending to UBS AG and Credit Suisse AG
1
5,269
4,907
4,655
4,400
Interest income on other interest-bearing assets
219
309
194
278
Fair value gains on investments in AIVs
22
23
19
20
Other
180
173
160
152
Total financial income
5,690
5,412
5,029
4,850
1 The proceeds from the issuances of loss-absorbing AT1 capital notes and TLAC-eligible senior unsecured debt are on lent
to UBS AG or to either UBS AG or Credit Suisse AG (until
the two entities merged on 31 May
2024). Refer to Note 3 for more information.
Note 7
Personnel expenses
Personnel expenses of USD 25m (CHF 22m) for the year ended 31
December 2024 included 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.
Personnel expenses of USD 40m (CHF 36m) for the year ended 31
December 2023 included recharges from UBS AG and
UBS Business Solutions AG of USD
20m (CHF 18m) for personnel-related
costs for activities performed by the
personnel
of those companies for the benefit
of UBS Group AG and personnel
expenses of USD 20m (CHF 18m)
for employees of
the former
Credit Suisse Group
AG for the
period from
1 January
to 31 May
- The
average number
of employees
(full-time equivalents) for this period was more than 50 but
did not exceed 250.
UBS Group AG had no employees throughout 2024 and 2023. All employees of
the UBS Group, including the members
of
the
Group
Executive
Board
(the
GEB)
of
UBS
Group
AG,
were
employed
by
subsidiaries
of
UBS
Group
AG.
As
of
31 December 2024, the
UBS Group
employed 108,648 personnel
(31 December 2023: 112,842)
on a
full-time equivalent
basis.
UBS Group AG standalone financial statements
12
Note 8
Other operating expenses
USD m
CHF m
For the year ended
For the year ended
31.12.24
31.12.23
31.12.24
31.12.23
Fair value losses on awards in the form of AIVs
22
22
19
19
Losses related to equity-settled awards
15
0
14
0
Capital tax
22
16
19
15
Impairment of intangible assets
0
6
0
6
Other
25
224
22
202
Total other operating expenses
83
269
74
241
Note 9
Financial expenses
USD m
CHF m
For the year ended
For the year ended
31.12.24
31.12.23
31.12.24
31.12.23
Interest expense on interest-bearing liabilities
5,824
5,446
5,145
4,883
Other
30
162
26
148
Total financial expenses
5,854
5,608
5,172
5,030
UBS Group AG standalone financial statements
13
Balance sheet notes
Note 10
Liquid assets
USD m
CHF m
31.12.24
31.12.23
31.12.24
31.12.23
Current deposits
2,225
2,290
2,021
1,927
Cash collateral
871
1,036
791
872
Time deposits with UBS AG
129
237
117
200
Total liquid assets
3,224
3,563
2,928
2,999
Note 11
Other short-term receivables
USD m
CHF m
31.12.24
31.12.23
31.12.24
31.12.23
Onward lending to UBS AG
1
5,714
5,328
5,189
4,485
Receivables from employing entities related to compensation
awards
906
955
823
804
Other
130
161
118
136
Total other short-term receivables
6,750
6,444
6,130
5,424
1 Short-term receivables
from the onward
lending to UBS
AG or to
either UBS AG
or Credit Suisse
AG (until the
two entities merged
on 31 May
- of the
proceeds from the
issuances of TLAC-eligible
senior
unsecured debt and loss-absorbing AT1 perpetual capital notes.
Note 12
Accrued income and prepaid expenses
USD m
CHF m
31.12.24
31.12.23
31.12.24
31.12.23
Accrued interest income
1,912
1,884
1,736
1,585
Deferred gains on FX derivatives
51
825
46
694
Other
157
154
143
129
Total accrued income and prepaid expenses
2,120
2,862
1,925
2,409
UBS Group AG standalone financial statements
14
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.
The
proportion
of
ownership
interest
held
is
equal
to
the
voting
rights
held
by
UBS Group
AG or
UBS AG.
The country
where
the respective
registered
office
is located
is also
the
principal place
of
business. UBS AG
operates through
a global network
of branches and
a significant proportion
of their business
activity
is conducted outside Switzerland, in the UK, the US, Singapore, the Hong Kong
SAR and other countries. UBS Europe SE
has branches
and offices
in a
number of
EU Member
States, including
Germany,
France, Italy,
Luxembourg and
Spain.
Share capital is provided in the currency
of the legally registered office.
Individually significant subsidiaries
of UBS Group AG as of 31 December 2024
Company
Registered office
Share capital in million
Equity interest accumulated in %
UBS AG
Zurich and Basel, Switzerland
USD
385.8
100.0
UBS Business Solutions AG
1
Zurich, Switzerland
CHF
1.0
100.0
1 UBS Business Solutions AG holds subsidiaries in China, India, Israel, Poland and Switzerland.
Individually significant subsidiaries
of UBS AG as of 31 December 2024
1
Company
Registered office
Primary business
Share capital in million
Equity interest accumulated in %
Credit Suisse International
London, UK
Non-core and Legacy
USD
7,267.5
97.6
2
UBS Americas Holding LLC
Wilmington, Delaware, US
Group Items
USD
2,900.0
3
100.0
UBS Americas Inc.
Wilmington, Delaware, US
Group Items
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, US
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, US
Global Wealth Management
USD
0.0
100.0
UBS Securities LLC
Wilmington, Delaware, US
Investment Bank
USD
1,283.1
4
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 UBS Group AG owns
the remaining 2.4%.
3 Consists of common share capital of
USD 1,000 and non-voting preferred share
capital of USD 2.9bn.
4 Consists
of common share capital of USD 100,000 and non-voting preferred share capital of USD 1.3bn.
Individually
significant
subsidiaries
of
UBS
AG
are
those
entities
that
contribute
significantly
to
the
Group’s
financial
position or results of
operations, based on a
number of criteria,
including the subsidiaries’ equity
and their contribution
to the Group’s total assets and profit or
loss before tax, in accordance
with Swiss regulations.
›
Refer to “Note 28 Interests in subsidiaries and other entities”
in the “Consolidated financial statements”
section of the UBS Group
Annual Report 2024, available under “Annual
reporting” at
ubs.com/investors
, for more information
Note 14
Financial assets
USD m
CHF m
31.12.24
31.12.23
31.12.24
31.12.23
Long-term receivables from UBS AG
115,128
120,838
104,548
101,708
of which: onward lending
1
113,627
119,604
103,185
100,670
Investments in AIVs at fair value related to awards vesting after 12 months
185
203
168
171
Other
420
246
381
207
Total financial assets
115,733
121,288
105,097
102,087
1 Onward lending to UBS AG or to either UBS AG
and Credit Suisse AG (until the two entities merged on 31 May
- of the proceeds from the issuances of TLAC-eligible senior
unsecured debt and loss-absorbing
AT1 perpetual capital notes.
UBS Group AG standalone financial statements
15
Note 15
Current interest-bearing liabilities
As
of
31 December
2024,
current
interest-bearing
liabilities
totaled
USD 9,136m
(CHF 8,296m),
consisting
of
TLAC-
eligible
senior
unsecured
debt
instruments
of
USD 7,267m
(CHF 6,600m)
and
loans
from
UBS AG
and
UBS Switzerland AG of USD 1,868m
(CHF 1,696m). As of
31 December 2023, current
interest-bearing liabilities totaled
USD 7,094m (CHF 5,971m), consisting of loss-absorbing AT1 perpetual capital notes and TLAC-eligible senior unsecured
debt
instruments
of
USD 3,328m
(CHF 2,801m)
and
loans
from
UBS AG
and
UBS Switzerland AG
of
USD 3,766m
(CHF 3,170m).
Notes issued, overview by amount, maturity
and coupon
31.12.24
31.12.23
Carrying amount
Carrying amount
Currency
Notional
(million)
Contractual
maturity
First optional
call date
Coupon
1
in USD m
in CHF m
in USD m
in CHF m
High-trigger loss-absorbing additional tier 1 perpetual capital notes
USD
2,500
2
Perpetual
31.1.24
7%
2,500
2,104
Total high-trigger loss-absorbing additional tier 1 perpetual capital notes
0
0
2,500
2,104
TLAC-eligible senior unsecured notes
EUR
750
4.3.24
n/a
2.125%
828
697
USD
2,500
26.3.25
n/a
3.75%
2,500
2,270
NOK
1,000
28.5.25
n/a
3.6%
88
80
GBP
500
8.8.25
n/a
2.75%
626
568
USD
2,500
24.9.25
n/a
4.125%
2,500
2,270
EUR
1,500
3
16.1.26
16.1.25
3M EURIBOR + 100 bps
1,554
1,411
Total TLAC-eligible senior unsecured notes
7,267
6,600
828
697
1 For TLAC-eligible
senior unsecured notes, the
disclosed coupon rate refers
to the contractual coupon
rate applied from the
issue date up to the
contractual maturity date
or, if
applicable, to the first
optional call
date. For the loss-absorbing
additional tier 1 perpetual
capital notes, the disclosed
coupon rate refers to
the contractual fixed coupon
rate from the issue
date up to the
first optional call date.
2 Instrument was
redeemed on 31 January 2024.
3 UBS Group AG announced the call of this instrument on 18 December 2024 and executed it on 16 January
2025.
Note 16
Accrued expenses and deferred income
USD m
CHF m
31.12.24
31.12.23
31.12.24
31.12.23
Short-term portion of compensation-related liabilities
1,291
1,404
1,173
1,182
of which: Deferred Contingent Capital Plan
356
399
323
336
of which: other deferred compensation plans
936
1,005
850
846
Accrued interest expense
1,939
1,896
1,761
1,596
Other
239
579
217
487
Total accrued expenses and deferred income
3,470
3,879
3,151
3,265
UBS Group AG standalone financial statements
16
Note 17
Long-term interest-bearing liabilities
As
of
31 December
2024,
long-term
interest-bearing
liabilities
totaled
USD 120,171m
(CHF 109,128m),
consisting
of
loss-absorbing
AT1
perpetual
capital
notes
and
TLAC-eligible
senior
unsecured
debt
instruments
of
USD 119,754m
(CHF 108,748m)
and
fixed-term
loans
from
UBS
AG
of
USD 418m
(CHF 379m).
As
of 31
December
2023,
long-term
interest-bearing
liabilities
totaled
USD 127,787m
(CHF 107,557m),
consisting
of
loss-absorbing
AT1
perpetual
capital
notes
and
TLAC-eligible
senior
unsecured
debt
instruments
of
USD 127,543m
(CHF 107,352m)
and
fixed-term
loans
from UBS AG of USD 244m (CHF 205m).
Notes issued, overview by amount, maturity
and coupon
31.12.24
31.12.23
Carrying amount
Carrying amount
Currency
Notional
(million)
Contractual
maturity
First optional
call date
Coupon
1
in USD m
in CHF m
in USD m
in CHF m
High-trigger loss-absorbing additional
tier 1 perpetual capital notes
AUD
700
2
Perpetual
27.8.24
4.375%
477
402
SGD
750
3
Perpetual
4.9.24
4.85%
568
478
USD
1,575
Perpetual
7.8.25
6.875%
1,575
1,430
1,575
1,326
CHF
275
Perpetual
13.11.25
3%
303
275
327
275
USD
750
Perpetual
2.6.26
3.875%
750
681
750
631
USD
750
Perpetual
29.7.26
5.125%
750
681
750
631
USD
1,500
Perpetual
12.2.27
4.875%
1,500
1,362
1,500
1,263
CHF
265
Perpetual
16.2.27
3.375%
292
265
315
265
USD
1,750
4
Perpetual
13.11.28
9.25%
1,750
1,589
1,750
1,473
SGD
650
4
Perpetual
21.8.29
5.75%
476
432
USD
1,500
4
Perpetual
10.9.29
6.85%
1,500
1,362
SGD
675
4
Perpetual
21.12.29
5.6%
494
449
USD
1,500
Perpetual
10.2.31
4.375%
1,500
1,362
1,500
1,263
USD
1,000
4
Perpetual
12.4.31
7.75%
1,000
908
USD
1,750
4
Perpetual
13.11.33
9.25%
1,750
1,589
1,750
1,473
Total high-trigger loss-absorbing additional tier 1 perpetual capital notes
13,639
12,386
11,262
9,479
Low-trigger loss-absorbing additional
tier 1 perpetual capital notes
USD
1,250
5
Perpetual
19.2.25
7%
1,250
1,135
1,250
1,052
Total low-trigger loss-absorbing additional tier 1 perpetual capital notes
1,250
1,135
1,250
1,052
TLAC-eligible senior unsecured notes
CHF
400
6
30.1.25
30.1.24
0.875%
475
400
EUR
1,500
7
21.3.25
21.3.24
1%
1,656
1,394
USD
2,500
26.3.25
n/a
3.75%
2,500
2,104
EUR
1,750
8
17.4.25
17.4.24
1.25%
1,932
1,626
NOK
1,000
28.5.25
n/a
3.6%
98
83
EUR
1,500
9
17.7.25
17.7.24
1.25%
1,656
1,394
USD
1,750
10
5.8.25
5.8.24
4.49%
1,750
1,473
GBP
500
8.8.25
n/a
2.75%
638
537
USD
2,000
11
11.9.25
11.9.24
2.593%
2,000
1,683
GBP
750
12
12.9.25
12.9.24
2.125%
956
805
USD
2,500
24.9.25
n/a
4.125%
2,500
2,104
EUR
1,500
13
16.1.26
16.1.25
3M EURIBOR + 100 bps
1,656
1,394
EUR
1,500
14
29.1.26
29.1.25
0.25%
1,554
1,411
1,656
1,394
CHF
150
23.2.26
n/a
1.25%
165
150
178
150
EUR
2,000
2.4.26
2.4.25
3.25%
2,072
1,881
2,208
1,859
USD
2,000
15.4.26
n/a
4.125%
2,000
1,816
2,000
1,683
USD
2,000
17.4.26
n/a
4.55%
2,000
1,816
2,000
1,683
USD
1,200
12.5.26
12.5.25
4.488%
1,200
1,090
1,200
1,010
USD
600
12.5.26
12.5.25
Compounded Daily SOFR + 158 bps
600
545
600
505
USD
1,500
5.6.26
5.6.25
2.193%
1,500
1,362
1,500
1,263
USD
1,500
15.7.26
15.7.25
6.373%
1,500
1,362
1,500
1,263
EUR
1,250
1.9.26
1.6.26
1.25%
1,295
1,176
1,380
1,162
EUR
2,000
13.10.26
13.10.25
2.125%
2,072
1,881
2,208
1,859
EUR
1,250
3.11.26
3.11.25
0.25%
1,295
1,176
1,380
1,162
USD
1,750
12.1.27
12.1.26
5.711%
1,750
1,589
1,750
1,473
USD
1,300
30.1.27
30.1.26
1.364%
1,300
1,181
1,300
1,094
USD
2,000
2.2.27
2.2.26
1.305%
2,000
1,816
2,000
1,683
EUR
1,000
15.6.27
15.6.26
2.75%
1,036
941
1,104
929
EUR
1,500
24.6.27
24.6.26
1%
1,554
1,411
1,656
1,394
USD
1,750
5.8.27
5.8.26
4.703%
1,750
1,589
1,750
1,473
USD
2,000
10.8.27
10.8.26
1.494%
2,000
1,816
2,000
1,683
GBP
750
30.9.27
30.9.26
7%
939
853
956
805
JPY
8,300
27.10.27
27.10.26
0.904%
53
48
59
49
USD
1,250
22.12.27
22.12.26
6.327%
1,250
1,135
1,250
1,052
USD
2,250
9.1.28
9.1.27
4.282%
2,250
2,043
2,250
1,894
EUR
1,250
14.1.28
14.1.27
0.65%
1,295
1,176
1,380
1,162
EUR
1,000
24.2.28
n/a
0.25%
1,036
941
1,104
929
UBS Group AG standalone financial statements
17
Note 17
Long-term interest-bearing liabilities (continued)
Notes issued, overview by amount, maturity
and coupon
31.12.24
31.12.23
Carrying amount
Carrying amount
Currency
Notional
(million)
Contractual
maturity
First optional
call date
Coupon
1
in USD m
in CHF m
in USD m
in CHF m
TLAC-eligible senior unsecured notes
EUR
1,046
17.3.28
17.3.27
4.625%
1,084
984
1,155
972
USD
2,000
23.3.28
23.3.27
4.253%
2,000
1,816
2,000
1,683
JPY
5,000
4.4.28
4.4.26
1.1%
32
29
35
30
USD
1,200
12.5.28
12.5.27
4.751%
1,200
1,090
1,200
1,010
GBP
750
9.6.28
9.6.27
2.25%
939
853
956
805
USD
1,750
11.8.28
11.8.27
6.442%
1,750
1,589
1,750
1,473
EUR
1,500
5.11.28
5.11.27
0.25%
1,554
1,411
1,656
1,394
JPY
20,000
9.11.28
9.11.27
0.973%
127
115
142
119
CHF
440
9.11.28
9.11.27
0.435%
485
440
523
440
USD
2,000
12.1.29
12.1.28
3.869%
2,000
1,816
2,000
1,683
EUR
3,000
1.3.29
1.3.28
7.75%
3,107
2,822
3,313
2,788
USD
37
15.4.29
15.4.27
Zero coupon accreting (annual yield of 5.9%)
37
34
CHF
360
24.8.29
24.8.28
0.375%
396
360
428
360
EUR
1,000
10.9.29
n/a
0.65%
1,036
941
1,104
929
USD
1,500
22.9.29
22.9.28
6.246%
1,500
1,362
1,500
1,263
GBP
400
3.11.29
3.11.28
1.875%
501
455
510
429
GBP
450
15.11.29
15.11.28
2.125%
563
512
574
483
USD
1,750
8.2.30
8.2.29
5.428%
1,750
1,589
EUR
100
11.3.30
11.3.29
1.19%
104
94
110
93
CHF
335
22.5.30
22.5.29
2.1125%
369
335
EUR
1,000
15.6.30
15.6.29
3.125%
1,036
941
1,104
929
USD
1,500
13.8.30
13.8.29
3.126%
1,500
1,362
1,500
1,263
USD
1,750
13.9.30
13.9.29
5.617%
1,750
1,589
USD
50
22.11.30
22.11.28
Zero coupon accreting (simple interest of 6.02%)
50
46
USD
30
3.12.30
3.12.27
Zero coupon accreting (simple interest of 6.07%)
30
27
EUR
1,000
11.1.31
11.1.30
4.375%
1,036
941
1,104
929
USD
3,000
1.4.31
1.4.30
4.194%
3,000
2,724
3,000
2,525
EUR
25
30.7.31
30.7.27
4.06%
26
24
EUR
1,250
3.11.31
n/a
0.875%
1,295
1,176
1,380
1,162
USD
50
6.11.31
6.11.27
Zero coupon accreting (simple interest of 6.22%)
50
46
USD
40
13.11.31
13.11.28
Zero coupon accreting (simple interest of 6.23%)
40
37
USD
30
19.11.31
19.11.27
Zero coupon accreting (simple interest of 6.4%)
30
27
USD
79
23.1.32
23.1.31
Zero coupon accreting (annual yield of 5.04%)
79
71
USD
2,000
11.2.32
11.2.31
2.095%
2,000
1,816
2,000
1,683
EUR
977
17.3.32
17.3.31
4.75%
1,012
919
1,079
908
AUD
40
25.3.32
25.3.25
Zero coupon accreting (annual yield of 4.5%)
24
22
26
22
EUR
1,500
2.4.32
2.4.31
2.875%
1,554
1,411
1,656
1,394
USD
3,250
14.5.32
14.5.31
3.091%
3,250
2,951
3,250
2,735
EUR
30
21.9.32
21.9.27
4.03%
31
28
33
28
EUR
1,500
18.1.33
n/a
0.625%
1,554
1,411
1,656
1,394
USD
1,500
11.2.33
11.2.32
2.746%
1,500
1,362
1,500
1,263
EUR
1,250
24.2.33
n/a
0.625%
1,295
1,176
1,380
1,162
JPY
10,000
16.3.33
n/a
1.82%
63
58
71
60
AUD
200
21.3.33
21.3.26
6.1%
124
112
136
115
EUR
1,250
9.6.33
9.6.32
4.125%
1,295
1,176
USD
1,500
5.8.33
5.8.32
4.988%
1,500
1,362
1,500
1,263
USD
3,000
12.8.33
12.8.32
6.537%
3,000
2,724
3,000
2,525
GBP
750
7.9.33
7.9.32
7.375%
939
853
956
805
JPY
10,000
27.10.33
27.10.32
1.269%
63
58
71
60
USD
2,000
15.11.33
15.11.32
9.016%
2,000
1,816
2,000
1,683
USD
2,250
12.1.34
12.1.33
5.959%
2,250
2,043
2,250
1,894
EUR
50
21.5.34
n/a
4%
52
47
CHF
52
30.6.34
n/a
Zero coupon accreting (annual yield of 2.4726605548%)
57
52
61
52
EUR
100
4.7.34
11.7.28
2.455%
104
94
110
93
USD
50
20.9.34
20.9.30
5.06%
50
45
USD
1,750
22.9.34
22.9.33
6.301%
1,750
1,589
1,750
1,473
USD
2,250
8.2.35
8.2.34
5.699%
2,250
2,043
AUD
40
18.8.35
18.8.30
Zero coupon accreting (annual yield of 2.5%)
25
23
27
22
USD
40
24.11.35
24.11.26
2.21%
40
36
40
34
AUD
45
3.12.35
3.12.25
2.3%
28
25
31
26
USD
25
25.2.36
25.2.25
2.37%
25
23
25
21
UBS Group AG standalone financial statements
18
Note 17
Long-term interest-bearing liabilities (continued)
Notes issued, overview by amount, maturity
and coupon
31.12.24
31.12.23
Carrying amount
Carrying amount
Currency
Notional
(million)
Contractual
maturity
First optional
call date
Coupon
1
in USD m
in CHF m
in USD m
in CHF m
TLAC-eligible senior unsecured notes
USD
40
4.3.36
4.3.25
2.49%
40
36
40
34
EUR
35
30.7.36
30.7.27
4.285%
36
33
EUR
45
17.5.37
16.5.27
3.73%
47
42
50
42
AUD
64
18.5.37
18.5.25
Zero coupon accreting (simple interest of 8.92%)
40
36
41
35
EUR
120
15.9.37
15.9.34
4.1%
124
113
133
112
AUD
68
9.2.38
9.2.26
Zero coupon accreting (annual yield of 6.85%)
42
38
43
36
EUR
90
15.2.38
15.2.33
4.5%
93
85
99
84
AUD
40
16.3.38
16.3.30
6.25%
25
22
27
23
AUD
56
17.3.38
17.3.26
Zero coupon accreting (simple interest of 9.8%)
34
31
36
30
EUR
85
21.11.38
21.11.30
Zero coupon accreting (annual yield of 5.61%)
88
80
89
75
EUR
25
30.11.38
30.11.32
5.05%
26
24
28
23
EUR
60
30.11.38
30.11.30
5.05%
62
56
66
56
USD
26
16.7.39
16.7.29
Zero coupon accreting (annual yield of 6.27%)
26
23
EUR
25
22.6.42
22.6.29
3.63%
26
24
28
23
EUR
37
8.9.42
8.9.32
4.09%
38
35
41
34
JPY
10,000
28.9.42
n/a
1.79%
63
58
71
60
EUR
42
16.1.43
16.1.33
4.85%
44
40
46
39
USD
1,500
11.2.43
11.2.42
3.179%
1,500
1,362
1,500
1,263
EUR
76
17.2.43
17.2.33
Zero coupon accreting (annual yield of 4.7250005926%)
78
71
83
70
EUR
25
29.6.43
29.6.33
5.05%
26
24
28
23
EUR
50
30.6.43
30.6.31
5.15%
52
47
55
46
EUR
50
17.1.44
17.1.29
4.79%
52
47
EUR
25
13.3.44
13.3.32
4.4%
26
24
EUR
26
23.5.44
23.5.29
Zero coupon accreting (annual yield of 5%)
27
24
EUR
70
14.6.44
14.6.27
4.8%
73
66
EUR
43
26.9.44
26.9.34
4.06%
45
40
USD
2,000
15.5.45
n/a
4.875%
2,000
1,816
2,000
1,683
USD
1,500
6.9.45
6.9.44
5.379%
1,500
1,362
USD
89
29.3.47
29.3.27
Zero coupon accreting (annual yield of 4.02%)
89
81
86
72
USD
413
29.3.48
29.3.25
Zero coupon accreting (annual yield of 4.6%)
413
375
395
333
USD
199
29.6.48
29.6.25
Zero coupon accreting (annual yield of 5%)
199
181
190
160
USD
259
31.8.48
31.8.25
Zero coupon accreting (annual yield of 5%)
259
235
247
207
USD
138
26.10.48
26.10.25
Zero coupon accreting (annual yield of 5.35%)
138
125
131
110
USD
137
27.12.48
27.12.25
Zero coupon accreting (annual yield of 5.4%)
137
125
130
110
USD
163
30.1.49
30.1.25
Zero coupon accreting (annual yield of 5.35%)
163
148
155
131
USD
163
30.1.49
30.1.25
Zero coupon accreting (annual yield of 5.35%)
163
148
155
131
USD
136
30.1.49
30.1.25
Zero coupon accreting (annual yield of 5.3%)
136
123
129
109
USD
168
29.5.49
29.5.25
Zero coupon accreting (annual yield of 4.7%)
168
153
160
135
USD
166
27.6.49
27.6.25
Zero coupon accreting (annual yield of 4.5%)
166
150
159
133
USD
170
4.11.49
4.11.26
Zero coupon accreting (annual yield of 3.8%)
170
154
163
138
USD
142
4.3.50
4.3.25
Zero coupon accreting (annual yield of 3.6%)
142
129
137
116
USD
241
14.4.50
14.4.25
Zero coupon accreting (annual yield of 4%)
241
219
231
195
USD
117
22.5.50
22.5.25
Zero coupon accreting (annual yield of 3.5%)
117
106
113
95
USD
586
27.5.50
27.5.25
Zero coupon accreting (annual yield of 3.5%)
586
532
566
476
USD
62
22.9.50
22.9.25
Zero coupon accreting (annual yield of 2.8%)
62
56
60
51
USD
111
12.1.51
12.1.26
Zero coupon accreting (annual yield of 2.7%)
111
101
108
91
USD
368
29.1.51
29.1.26
Zero coupon accreting (annual yield of 2.8%)
368
334
358
301
USD
190
26.2.51
26.2.26
Zero coupon accreting (annual yield of 3%)
190
173
185
156
AUD
101
26.2.51
26.2.26
Zero coupon accreting (annual yield of 3.01%)
62
57
67
56
USD
300
26.5.51
26.5.26
Zero coupon accreting (annual yield of 3.5%)
300
272
290
244
EUR
98
16.8.52
16.8.32
Zero coupon accreting (annual yield of 4.04%)
102
93
109
91
AUD
53
7.12.53
7.12.26
Zero coupon accreting (simple interest of 16%)
33
30
34
29
JPY
4,100
25.7.54
25.7.29
2.8%
26
24
USD
337
31.1.60
31.1.25
Zero coupon accreting (annual yield of 3.85%)
337
306
325
273
Total TLAC-eligible senior unsecured notes
104,864
95,227
115,031
96,821
1 For TLAC-eligible
senior unsecured notes, the
disclosed coupon rate refers
to the contractual coupon
rate applied from the
issue date up to
the contractual maturity
date or,
if applicable, to
the first optional call
date. For the loss-absorbing
additional
tier 1 perpetual capital
notes, the disclosed
coupon rate refers
to the contractual fixed
coupon rate from the
issue date up to
the first optional call
date.
2 Instrument was
redeemed on 27 August 2024.
3 Instrument was redeemed on 4 September 2024.
4 Following approval of a minimum amount of conversion capital by UBS Group AG’s shareholders at the AGM held on 24
April
2024, upon the occurrence
of a trigger event or
a viability event the
notes will be converted
into UBS Group AG
ordinary shares.
5 UBS Group AG
announced the call of
this instrument on 10 January
2025 and
executed it on 19 February 2025.
6 Instrument was redeemed on 30 January 2024.
7 Instrument was redeemed on 21 March 2024.
8 Instrument was redeemed on 17 April 2024.
9 Instrument was redeemed
on 17 July 2024.
10 Instrument was redeemed on 5 August 2024.
11 Instrument was redeemed on 11 September 2024.
12 Instrument was redeemed on 12 September 2024.
13 UBS Group AG announced
the call of this instrument on 18 December 2024 and executed it on 16 January 2025.
14 UBS Group AG announced the call of this instrument on 8 January 2025 and executed it on 29 January
2025.
UBS Group AG standalone financial statements
19
Note 18
Compensation-related long-term liabilities
USD m
CHF m
31.12.24
31.12.23
31.12.24
31.12.23
Long-term portion of compensation-related liabilities
4,053
3,629
3,681
3,054
of which: Deferred Contingent Capital Plan
1,476
1,296
1,341
1,091
of which: other deferred compensation plans
2,577
2,333
2,340
1,964
Total compensation-related long-term liabilities
4,053
3,629
3,681
3,054
Note 19
Share capital
As of 31 December 2024,
the issued share capital consisted of 3,462,087,722 fully paid
registered shares with a nominal
value of USD 0.10 each (31 December 2023: 3,462,087,722
shares with a nominal value of USD 0.10 each).
›
Refer to “UBS shares” in the “Capital, liquidity and funding,
and balance sheet” section of the UBS
Group Annual Report 2024,
available under “Annual reporting” at
ubs.com/investors
, more information about UBS Group AG shares
Note 20
Treasury shares
Number of registered shares
Average price in USD
Average price in CHF
Balance as of 31 December 2022
418,051,888
16.42
15.73
of which: treasury shares held by UBS Group AG
416,881,911
16.42
15.73
of which: treasury shares held by UBS AG
1,169,977
18.67
17.40
Acquisitions
1
141,390,875
24.89
22.63
Disposals
(6,461,062)
24.74
22.42
Cancellation
2
(62,548,000)
17.82
16.44
Treasury shares issued in the acquisition of the Credit Suisse Group
3
(178,031,769)
16.67
15.41
Delivery of shares to settle equity-settled awards
(59,168,495)
18.36
16.79
Balance as of 31 December 2023
253,233,437
19.97
19.22
of which: treasury shares held by UBS Group AG
4
251,812,721
19.91
19.18
of which: treasury shares held by UBS AG and other subsidiaries
1,420,716
30.33
26.76
Acquisitions
102,499,468
29.94
26.53
Disposals
(3,338,149)
28.82
25.53
Delivery of shares to settle equity-settled awards
(65,132,285)
22.67
20.41
Balance as of 31 December 2024
287,262,471
22.81
21.49
of which: treasury shares held by UBS Group AG
4
286,117,439
22.78
21.46
of which: treasury shares held by UBS AG and other subsidiaries
1,145,032
30.32
27.98
1 Includes 2,709,430 shares
held by Credit Suisse Group
AG and its subsidiaries
as of 1 January
2023, the date of the
acquisition of Credit Suisse
Group AG. Refer to
Note 3 for more information.
2 In 2023, as
approved by the Annual General
Meeting held on 5 April
2023, the cancellation of 62,548,000
shares, each with a
nominal value of CHF
0.10, purchased under the 2022
share repurchase program was
executed.
3 In
May 2023,
178,031,769 shares
purchased under
the 2022
share repurchase
program and
originally intended
for cancellation
purposes were
repurposed for
the acquisition
of the
Credit Suisse
Group and
175,649,481 shares were transferred
to the Credit Suisse
Group shareholders in an
exchange of shares as
consideration for the acquisition
of the Credit Suisse
Group on 12 June
2023 (1 UBS Group
AG share for
22.48 Credit Suisse AG shares).
4 Treasury shares held by UBS Group AG had a carrying value
of USD 6,517m (CHF 6,141m) as of 31 December 2024 (31 December 2023: USD 5,013m (CHF 4,830m)).
UBS Group AG standalone financial statements
20
Additional information
Note 21
Assets pledged to secure own liabilities and assets subject
to retention of title
As of 31 December 2024, total pledged assets of UBS Group AG amounted to USD 6,446m (CHF
5,854m). These assets
consisted
of
certain
liquid
assets,
marketable
securities
and
financial
assets
and
were
pledged
to
UBS
AG.
As
of
31 December
2023, total
pledged
assets
of
UBS Group
AG
amounted
to
USD 6,637m
(CHF 5,586m).
The
associated
liabilities
secured
by
these
pledged
assets
were
USD 2,177m
(CHF 1,977m)
and
USD 3,833m
(CHF 3,226m)
as
of
31 December 2024 and 31 December 2023, respectively.
As of 31 December 2024, liquid assets in the amount of USD
5m were held in an escrow account.
Note 22
Contingent liabilities
As of
31 December
2024, total
contingent liabilities
of UBS
Group
AG amounted
to USD
1,466m (CHF
1,331m). The
contingent liabilities include indemnities, guarantees, letters of responsibility and letters of comfort issued for
the benefit
of subsidiaries and creditors of subsidiaries. In some instances the amount of exposure of UBS Group AG is not specified
but relates to specific circumstances
such as the solvency of subsidiaries, and
therefore no related
amount is included in
the
aforementioned
figure.
As
of
31
December
2023,
total
contingent
liabilities
of
UBS
Group
AG
amounted
to
USD 1,470m (CHF 1,237m).
Joint and several liability – value-added tax
UBS Group AG
is jointly and severally
liable for the combined
value-added tax (VAT)
liability of UBS entities
that belong
to the VAT
group of UBS in Switzerland.
UBS Group AG standalone financial statements
21
Note 23
Share ownership of the members of the Board
of Directors, the Group Executive Board and other
employees
Shares awarded
For the year ended 31.12.24
For the year ended 31.12.23
Number of shares
Value of shares in
USD m
1
Value of shares in
CHF m
1
Number of shares
Value of shares in
USD m
1
Value of shares in
CHF m
1
Awarded to members of the BoD
283,348
8
7
325,516
8
7
Awarded to members of the GEB
4,816,249
65
59
3,128,457
46
39
Awarded to other UBS Group employees
60,616,953
1,328
1,208
60,779,366
1,213
1,021
Total
65,716,549
1,401
1,274
64,233,339
1,267
1,067
1 Shares awarded to members of the BoD
during 2024 for the period from the
2023 AGM to the 2024 AGM
were valued at CHF 24.435 and shares
awarded during 2023 for the period
from the 2022 AGM to the
2023 AGM were valued at CHF
20.092 (average closing price of UBS
shares over the last 10 trading days
leading up to and including the grant
date). Shares (including notional shares) awarded
to members of the
GEB in office during disclosed periods
and other UBS Group employees were
valued at weighted average
grant date fair value (USD
25.93 for the year ended
31 December 2024 and USD 19.96
for the year ended
31 December 2023). Shares awarded under
the Long Term Incentive
Plan (LTIP) are
shown at a value of
50% of the maximum opportunity
for 2024 grants,
as communicated to the participants.
For comparability,
the 2023 value shown in the table has been revised to reflect 71% of the maximum opportunity. For illustrative purposes, the value of the shares was converted at the closing exchange rates as of 31 December 2024
(CHF / USD 1.10) and 31 December 2023 (CHF / USD 1.19), accordingly.
›
Refer to the “Compensation” section of the UBS
Group Annual Report 2024, available under “Annual
reporting” at
ubs.com/investors
, for more information about the terms and conditions
of the shares awarded to the members of the Board of
Directors and the Group Executive Board
Number of shares of BoD members
1
Name, function
on 31 December
Number of shares held
Voting rights in %
Colm Kelleher, Chairman
2024
552,218
0.043
2023
456,045
0.035
Lukas Gähwiler, Vice Chairman
2
2024
385,609
0.030
2023
342,248
0.026
Jeremy Anderson, Senior Independent Director
2024
167,436
0.013
2023
140,812
0.011
Claudia Böckstiegel, member
2024
23,684
0.002
2023
16,523
0.001
William C. Dudley, member
2024
74,587
0.006
2023
80,333
0.006
Patrick Firmenich, member
2024
71,010
0.006
2023
53,405
0.004
Fred Hu, member
2024
124,370
0.010
2023
112,265
0.009
Mark Hughes, member
2024
80,239
0.006
2023
65,916
0.005
Gail Kelly, member
2024
0
0.000
2023
–
Nathalie Rachou, member
2024
58,334
0.005
2023
46,057
0.003
Julie G. Richardson, member
2024
157,946
0.012
2023
155,623
0.012
Dieter Wemmer, former member
2024
–
2023
147,251
0.011
Jeanette Wong, member
2024
133,761
0.010
2023
115,567
0.009
Total
2024
1,829,194
0.143
2023
1,732,045
0.131
1 Includes blocked and unblocked shares held by BoD members,
including those held by related parties. No options were granted
in 2024 and 2023.
2 Includes 62,051.072 unvested shares granted under variable
compensation plans with forfeiture provisions as part of Lukas Gähwiler’s compensation for his executive
roles previously held at UBS.
UBS Group AG standalone financial statements
22
Note 23
Share ownership of the members of the Board
of Directors, the Group Executive Board and other
employees (continued)
Share ownership / entitlements of GEB members
1
Name, function
on
31 December
Number of
unvested
shares / at
risk
2
Number of
vested shares
Total number
of shares
Potentially
conferred
voting
rights in %
Sergio Ermotti, Group Chief Executive Officer
2024
1,023,411
1,732,094
2,755,505
0.215
2023
1,218,685
1,220,864
2,439,549
0.185
George Athanasopoulos, Co-President Investment Bank
2024
468,793
203,756
672,549
0.053
2023
-
-
-
-
Michelle Bereaux, Group Integration Officer
2024
164,063
12,824
176,887
0.014
2023
100,618
0
100,618
0.008
Christian Bluhm, former Group Chief Risk Officer
2024
-
-
-
-
2023
715,033
51
715,084
0.054
Mike Dargan, Group Chief Operations and Technology Officer
2024
465,358
26,815
492,173
0.038
2023
408,308
56,024
464,332
0.035
Aleksandar Ivanovic, President Asset Management
2024
143,704
65,697
209,401
0.016
2023
-
-
-
-
Suni Harford, former President Asset Management
2024
-
-
-
-
2023
1,226,219
128,081
1,354,300
0.103
Naureen Hassan, former President UBS Americas
2024
-
-
-
-
2023
48,861
0
48,861
0.004
Robert Karofsky, President UBS Americas and Co-President Global Wealth
Management
2024
1,139,539
424,520
1,564,059
0.122
2023
1,116,181
446,655
1,562,836
0.118
Sabine Keller-Busse, President Personal & Corporate Banking and President UBS Switzerland
2024
982,710
425,317
1,408,027
0.110
2023
998,319
460,442
1,458,761
0.111
Iqbal Khan, Co-President Global Wealth Management and President
UBS Asia Pacific
2024
1,140,180
179,433
1,319,613
0.103
2023
1,118,165
32,287
1,150,452
0.087
Edmund Koh, former President UBS Asia Pacific
2024
-
-
-
-
2023
906,095
530,000
1,436,095
0.109
Ulrich Körner, former CEO of Credit Suisse AG
2024
-
-
-
-
2023
314,134
15,126
329,260
0.025
Barbara Levi, Group General Counsel
2024
539,142
99,876
639,018
0.050
2023
462,894
76,075
538,969
0.041
Beatriz Martin Jimenez, Head Non-core and Legacy and
President UBS EMEA
2024
426,691
180,706
607,397
0.047
2023
381,209
81,823
463,032
0.035
Markus Ronner, Group Chief Compliance and Governance Officer
2024
613,246
4,436
617,682
0.048
2023
642,528
3,129
645,657
0.049
Stefan Seiler, Head Group Human Resources & Group Corporate Services
2024
299,428
91,393
390,821
0.031
2023
270,359
0
270,359
0.020
Todd Tuckner,
Group Chief Financial Officer
2024
279,344
279,647
558,991
0.044
2023
219,246
338,962
558,208
0.042
Marco Valla, Co-President Investment Bank
2024
244,051
13,847
257,898
0.020
2023
-
-
-
-
Damian Vogel, Group Chief Risk Officer
2024
74,256
23,919
98,175
0.008
2023
-
-
-
-
Total
2024
8,003,916
3,764,280
11,768,196
0.920
2023
10,146,854
3,389,519
13,536,373
1.026
1 Includes all vested and unvested
shares of GEB members, including those held by
related parties. No options were held in 2024 and
2023 by any GEB member or
any of its related parties. Refer to “Note
27 Employee
benefits: variable compensation” in the “Consolidated financial
statements” section of the UBS Group
Annual Report 2024, available under “Annual reporting” at ubs.com/investors, for more information.
2 Includes
shares granted under variable compensation plans with forfeiture provisions. For the 2019/20, 2020/21 and 2021/22 LTIP
awards, the values reflect the final value. For all other LTIP
awards, the values reflect the fair
value awarded at grant. The actual number of shares vesting in the future will be calculated under the terms of the plans. Refer to the “Group compensation” section of the UBS Group Annual Report 2024, available
under “Annual reporting” at ubs.com/investors,
for more information about the plans.
UBS Group AG standalone financial statements
23
Note 24
Related parties
Related parties are
defined under the
Swiss Code of
Obligations as direct
and indirect participants
with voting rights
of
20% or more, management bodies (BoD
and GEB), external auditors and direct and
indirect investments in subsidiaries.
Payables due to members of the GEB
and the external auditors are provided
in the table below.
Amounts due from and
due to subsidiaries are provided on the face
of the balance sheet.
USD m
CHF m
31.12.24
31.12.23
31.12.24
31.12.23
Payables due to the members of the GEB
185
175
168
147
of which: Deferred Contingent Capital Plan
80
75
72
63
of which: other deferred compensation plans
106
100
96
84
Payables due to external auditors
0
0
0
0
UBS Group AG standalone
24
Statement of proposed appropriation of total profit
and dividend distribution out of total profit and
capital contribution reserve
The Board of
Directors (the BoD)
proposes that the
Annual General Meeting
of Shareholders on
10 April 2025 approve
the appropriation of total profit and
an ordinary dividend distribution of
USD 0.90 (gross) in cash per share
of USD 0.10
nominal value under the terms set out below:
Appropriation of and distribution out of total profit
USD m
CHF m
For the year ended
For the year ended
31.12.24
31.12.24
Net profit for the period
2,994
2,762
Profit / (loss) carried forward
0
0
Total profit available for appropriation
2,994
2,762
Appropriation to voluntary earnings reserve
(1,436)
(1,345)
Dividend distribution: USD 0.90 (gross) per dividend-bearing
share, USD 0.45 of which out of total profit
1
(1,558)
(1,416)
2
Profit / (loss) carried forward
0
0
1 Dividend-bearing shares
are all shares
issued except for
treasury shares held
by UBS Group
AG as of
the record date.
The amount
of USD 1,558m presented
is based on
the total number
of shares issued
as of
31 December 2024. If the final total amount
of the dividend is higher or
lower, the difference
will be balanced through the appropriation
to the voluntary earnings reserve.
2 For illustrative purposes,
converted at
the closing exchange rate as of 31 December 2024 (CHF / USD 1.10).
Distribution out of capital contribution reserve
USD m
CHF m
For the year ended
For the year ended
31.12.24
31.12.24
Statutory capital reserve, of which capital contribution reserve before
proposed distribution
31,603
32,621
Dividend distribution: USD 0.90 (gross) per dividend-bearing
share, USD 0.45 of which out of capital contribution reserve
1
(1,558)
(1,416)
2
Statutory capital reserve, of which capital contribution reserve after proposed distribution
30,045
31,204
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 1,558m
presented is based
on the total
number of shares
issued as of
31 December 2024.
2 For illustrative purposes, converted at the closing exchange
rate as of 31 December 2024 (CHF / USD 1.10).
As set out above,
half of the
ordinary dividend distribution
of USD 0.90 (gross)
in cash per
share is payable
out of total
profit, and the other half is payable
out of the capital contribution reserve.
The portion of the dividend paid out
of total
profit will be subject to a 35% Swiss withholding tax.
The ordinary dividend
distribution is declared
in US dollars. Shareholders
whose shares are
held through SIX
SIS AG will
receive dividends
in Swiss
francs, based
on a
published exchange
rate calculated
up to
five decimal
places on
the day
prior to the ex-dividend
date. Shareholders holding shares through
DTC or directly registered
in the US share
register with
Computershare will be paid dividends in US dollars.
In May 2024, the US changed its settlement practice from
t+2, as common in Europe, to t+1, to reduce
the risk between
the execution
and settlement
of a
trade. To
align the
two different
settlement practices
regarding the
corporate event
key dates, UBS decided to set the ex-dividend date
on the NYSE one day later than on the SIX Swiss
Exchange. Provided
that
the
proposed
dividend
distribution
out
of
the
total
profit
and
the
capital
contribution
reserve
is
approved,
the
payment of USD 0.90 (or the Swiss franc equivalent) per
share will be made on 17 April 2025
to holders of shares on the
record date 16 April 2025 on the SIX Swiss Exchange and the NYSE. However, on
the SIX Swiss Exchange, the shares will
be
traded
ex-dividend
as
of
15
April
2025
and,
accordingly,
the
last
day
on
which
the
shares
may
be
traded
with
entitlement to
receive the dividend
will be 14
April 2025. On
the NYSE,
the shares will
be traded
ex-dividend as of
16 April
2025, and the last day on
which the shares may be traded with
entitlement to receive the dividend will be
15 April 2025.
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.
Websites |
In this report,
any website
addresses are provided
solely for information
and are not
intended to
be active links.
UBS does not
incorporate
the contents
of any such websites into this report.
UBS Group AG
P.O. Box
CH-8098 Zurich
ubs.com
Basel, 17 March 2025
Consent of Independent Registered Public
Accounting Firm
We consent to the incorporation by reference in each of the following
registration statements of UBS Group AG:
(1)
on Form S-8 (Registration Numbers 333-200634;
333-200635; 333-200641; 333-200665; 333-215254;
333-215255; 333-228653; 333-230312; 333-249143;
and 333-272975), and each related prospectus
currently outstanding under any of the aforementioned
registration statements,
of our report dated 14 March 2025, with respect to the standalone
financial statements of UBS Group AG for
the
year ended 31 December 2024 included
in this Report of Foreign Private Issuer (Form 6-K) dated
17 March 2025,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young Ltd
This Form 6-K is hereby incorporated by reference into the registration statements
of UBS Group AG on Form S-8
(Registration Numbers 333-200634; 333-200635; 333-200641; 333-200665;
333-215254; 333-215255; 333-
228653; 333-230312; 333-249143 and 333-272975), and into each prospectus
outstanding under any of the
foregoing registration statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
UBS Group AG
By: _/s/ Steffen Henrich__________
Name: Steffen Henrich
Title: Group Controller
By:
/s/ David Kelly
Name:
David Kelly
Title:
Managing Director
Date:
March 17, 2025