6-K 1 ubsgroupagstandalone.htm 6kubsgroupagstandalone2017

 

 

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 9, 2018

 

UBS Group AG

Commission File Number: 1-36764

UBS AG

Commission File Number: 1-15060

(Registrants' Names)

 

Bahnhofstrasse 45, Zurich, Switzerland, and

Aeschenvorstadt 1, Basel, Switzerland

(Address of principal executive offices)

 

Indicate by check mark whether the registrants file or will file annual reports under cover of Form 20‑F or Form 40-F.

 

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 2017, as well as the consent of Ernst & Young Ltd. with respect thereto, which appear immediately following this page.

 


 

UBS Group AG

Standalone financial statements for the year ended 31 December 2017

 


 

  

 


 

Table of contents

 

2

 

UBS Group AG standalone financial statements

 

 

 

2

 

Income statement

3

 

Balance sheet

4

 

Statement of appropriation of retained earnings and proposed dividend distribution out of capital contribution reserve

 

 

 

5

1

Corporate information

6

2

Accounting policies

 

 

 

8

 

Income statement notes

8

3

Dividend income from investments in subsidiaries

8

4

Other operating income

8

5

Financial income

8

6

Personnel expenses

8

7

Other operating expenses

8

8

Financial expenses

 

 

 

9

 

Balance sheet notes

9

9

Liquid assets

9

10

Marketable securities

9

11

Other short-term receivables

9

12

Accrued income and prepaid expenses

10

13

Investments in subsidiaries

10

14

Financial assets

11

15

Accrued expenses and deferred income

11

16

Long-term interest-bearing liabilities

11

17

Compensation-related long-term liabilities

11

18

Share capital

12

19

Treasury shares

 

 

 

13

 

Additional information

13

20

Guarantees

13

21

Assets pledged to secure own liabilities

13

22

Contingent liabilities

14

23

Significant shareholders

15

24

Share and option ownership of the members of the Board of Directors, the Group Executive Board and other employees

16

25

Related parties

 

 

 

17

 

Report of the statutory auditor on the financial statements

19

 

Independent auditor’s report related to the issue of new shares from conditional capital

 


UBS Group AG standalone financial statements

UBS Group AG standalone financial statements

Audited |

Income statement

 

 

 

 

 

 

 

 

 

For the year ended

CHF million

 

Note

 

31.12.17

31.12.16

Dividend income from investments in subsidiaries

 

 3 

 

 10 

 5,684 

Other operating income

 

 4 

 

 129 

 44 

Financial income

 

 5 

 

 580 

 475 

Operating income

 

 

 

 719 

 6,202 

Personnel expenses

 

 6 

 

 20 

 23 

Other operating expenses

 

 7 

 

 97 

 34 

Amortization of intangible assets

 

 

 

 4 

 0 

Financial expenses

 

 8 

 

 547 

 512 

Operating expenses

 

 

 

 668 

 569 

Profit / (loss) before income taxes

 

 

 

 51 

 5,633 

Tax expense / (benefit)

 

 

 

 4 

 27 

Net profit / (loss)

 

 

 

 47 

 5,606 

 

 

 

2


 

 

Balance sheet

CHF million

 

Note

 

31.12.17

 

31.12.16

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Liquid assets

 

 9 

 

 2,543 

 

 1,714 

Marketable securities

 

 10 

 

 100 

 

 78 

Other short-term receivables

 

 11 

 

 710 

 

 2,830 

Accrued income and prepaid expenses

 

 12 

 

 437 

 

 469 

Total current assets

 

 

 

 3,790 

 

 5,090 

Investments in subsidiaries

 

 13 

 

 40,441 

 

 40,451 

of which: investment in UBS AG

 

 

 

 40,126 

 

 40,376 

Financial assets

 

 14 

 

 8,742 

 

 8,162 

Prepaid assets

 

 

 

 9 

 

 27 

Other intangible assets

 

 

 

 16 

 

 21 

Total non-current assets

 

 

 

 49,208 

 

 48,661 

Total assets

 

 

 

 52,998 

 

 53,751 

of which: amounts due from subsidiaries

 

 

 

 12,064 

 

 12,762 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current interest-bearing liabilities

 

 

 

 1,640 

 

 595 

Accrued expenses and deferred income

 

 15 

 

 1,871 

 

 1,487 

Total short-term liabilities

 

 

 

 3,511 

 

 2,082 

Long-term interest-bearing liabilities

 

 16 

 

 7,882 

 

 7,865 

Compensation-related long-term liabilities

 

 17 

 

 3,311 

 

 3,479 

Total long-term liabilities

 

 

 

 11,193 

 

 11,344 

Total liabilities

 

 

 

 14,704 

 

 13,427 

of which: amounts due to subsidiaries

 

 

 

 1,853 

 

 612 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Share capital

 

 18 

 

 385 

 

 385 

General reserves

 

 

 

 32,683 

 

 34,886 

of which: statutory capital reserve

 

 

 

 32,683 

 

 34,886 

of which: capital contribution reserve

 

 

 

 32,683 

 

 34,886 

Voluntary earnings reserve

 

 

 

 7,323 

 

 1,716 

Treasury shares

 

 19 

 

 (2,145) 

 

 (2,271) 

Reserve for own shares held by subsidiaries

 

 

 

 1 

 

 2 

Net profit / (loss)

 

 

 

 47 

 

 5,606 

Equity attributable to shareholders

 

 

 

 38,294 

 

 40,324 

Total liabilities and equity

 

 

 

 52,998 

 

 53,751 

3 


UBS Group AG standalone financial statements

 

 

Statement of appropriation of retained earnings and proposed dividend distribution out of capital contribution reserve

The Board of Directors proposes that the Annual General Meeting of Shareholders (AGM) on 3 May 2018 approve the following appropriation of retained earnings.

 

Proposed appropriation of retained earnings

 

For the year ended

CHF million

31.12.17

Net profit for the period

 47 

Retained earnings carried forward

 0 

Total retained earnings available for appropriation

 47 

 

 

Appropriation of retained earnings

 

Appropriation to voluntary earnings reserve

 (47) 

Retained earnings carried forward

 0 

 

 

Proposed dividend distribution out of capital contribution reserve

 

The Board of Directors proposes that the AGM on 3 May 2018 approve an ordinary dividend distribution of CHF 0.65 in cash per share of CHF 0.10 par value payable out of the capital contribution reserve. Provided that the proposed dividend distribution out of the capital contribution reserve is approved, the payment of CHF 0.65 per share will be made on 9 May 2018 to holders of shares on the record date 8 May 2018. The shares will be traded ex-dividend as of 7 May 2018 and, accordingly, the last day on which the shares may be traded with entitlement to receive the dividend will be 4 May 2018.

 

 

 

 

CHF million, except where indicated

31.12.17

Total statutory capital reserve: capital contribution reserve before proposed distribution1

 32,683 

Proposed ordinary distribution of capital contribution reserve within statutory capital reserve: CHF 0.65 per dividend-bearing share2

 (2,505) 

Total statutory capital reserve: capital contribution reserve after proposed distribution

 30,179 

1 The Swiss Federal Tax Administration’s current position is that, of the CHF 32.7 billion capital contribution reserve available as of 31 December 2017, an amount limited to CHF 18.0 billion is available from which dividends may be paid without a Swiss withholding tax deduction.    2 Dividend-bearing shares are all shares issued except for treasury shares held by UBS Group AG as of the record date. The amount of CHF 2,505 million presented is based on the total number of shares issued as of 31 December 2017.

4


 

Note 1  Corporate information

UBS Group AG is incorporated and domiciled in Switzerland and its registered office is at Bahnhofstrasse 45, CH-8001 Zurich, Switzerland. UBS Group AG operates under article 620ff. of the Swiss Code of Obligations as an Aktiengesellschaft, a corporation limited by shares.

UBS Group AG is the ultimate holding company of the UBS Group, the grantor of the majority of UBS’s deferred compensation plans and issuer of long-term capital instruments.

Issuance of additional tier 1 capital instruments

During 2016 and 2015, UBS Group AG issued perpetual capital notes, which qualify as Basel III additional tier 1 (AT1) capital on a consolidated UBS Group basis. The proceeds from the issuances of those instruments were on-lent to UBS AG.

®   Refer to Note 16 for more information on the main terms and conditions of the perpetual capital notes issued during 2016 and 2015

 


Furthermore, UBS Group AG granted Deferred Contingent Capital Plan (DCCP) awards to UBS Group employees during 2017, 2016 and 2015. These DCCP awards also qualify as Basel III AT1 capital on a consolidated UBS Group basis.

As of 31 December 2017, UBS Group AGs distributable items for the purpose of AT1 capital instruments were CHF 37.8 billion (31 December 2016: CHF 39.9 billion). For this purpose, distributable items are defined in the terms and conditions of the relevant instruments as the aggregate of (i) net profits carried forward and (ii) freely distributable reserves, in each case, less any amounts that must be contributed to legal reserves under applicable law.

 

 

 

 

 

 

5 


UBS Group AG standalone financial statements

 

 

Note 2  Accounting policies

The UBS Group AG standalone financial statements are prepared in accordance with the principles of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations).

The functional currency of UBS Group AG is the Swiss franc. The significant accounting and valuation principles applied are described below.

Foreign currency translation

Transactions denominated in foreign currency are translated into Swiss francs at the spot exchange rate on the date of the transaction. At the balance sheet date, all current assets and short-term liabilities as well as Financial assets measured at fair value, which are denominated in a foreign currency, are translated into Swiss francs using the closing exchange rate. For other non-current assets and long-term liabilities, where the asset mirrors the terms of a corresponding liability or the asset and liability otherwise form an economic hedge relationship, the asset and liability are treated as one unit of account for foreign currency translation purposes, with offsetting unrealized foreign currency translation gains and losses based on the closing exchange rate presented net in the income statement. Investments in subsidiaries measured at historic cost are translated at the spot exchange rate on the date of the transaction. All currency translation effects are recognized in the income statement.

The main currency translation rates used by UBS Group AG are provided in Note 34 to the consolidated financial statements.

Marketable securities

Marketable securities include investments in alternative investment vehicles (AIVs) with a short-term holding period. The holding period is deemed short-term if the vesting of the awards hedged by the AIV is within 12 months after the balance sheet date. These are equity instruments and are measured at fair value based on quoted market prices or other observable market prices as of the balance sheet date. Gains and losses resulting from fair value changes are recognized in Financial income and Financial expenses, respectively.

Financial assets

Financial assets include investments in AIVs with a long-term holding period. The holding period is deemed long-term if the vesting of the awards hedged by the AIV is more than 12 months after the balance sheet date. These are equity instruments and are measured at fair value based on their quoted market prices or other observable market prices as of the balance sheet date. Gains and losses resulting from fair value changes are recognized in Financial income and Financial expenses, respectively.

Investments in AIVs that have no quoted market price or no other observable market price are recognized as Financial assets and are measured at their acquisition cost adjusted for impairment losses.

Financial assets further include loans granted to UBS AG that substantially mirror the terms of AT1 perpetual capital notes issued and fixed-term deposits with UBS AG with maturities more than 12 months after the balance sheet date. The loans and deposits are measured at nominal value.

®   Refer to Note 14 for more information

Derivative instruments

UBS Group AG uses derivative instruments to manage exposures to foreign currency risks from investments in foreign subsidiaries. The derivative instruments are entered into with UBS AG, mirroring the conditions of the closing transactions UBS AG enters into with external 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 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.

Investments in subsidiaries

Investments in subsidiaries are equity interests that are held to carry on the business of UBS Group or for other strategic purposes. They include all subsidiaries directly held by UBS Group AG through which UBS conducts its business on a global basis. The investments are measured individually and carried at cost less impairment.

®   Refer to Note 13 for more information

®   Refer to Note in the “Consolidated financial statements” section of this report for a description of businesses of the UBS Group

Treasury shares

Treasury shares acquired by UBS Group AG are recognized at acquisition cost and are presented as a deduction from shareholders’ equity. Upon disposal or settlement of related share awards, the realized gain or loss is recognized through the income statement as Financial income and Financial expenses, respectively. For settlement of related share awards, the realized gains and losses on treasury shares represent the difference between the market price of the treasury shares at settlement and their acquisition cost.

For shares of UBS Group AG acquired by a direct or indirect subsidiary, a Reserve for own shares held by subsidiaries is generally created in UBS Group AG’s equity. However, where UBS AG or UBS Switzerland AG acquire shares of UBS Group AG and hold them in their trading portfolios, no Reserve for own shares held by subsidiaries is created.

®   Refer to Note 19 for more information

6


 

 

 

Note 2  Accounting policies (continued)

Equity participation and other compensation plans

Transfer from UBS AG to UBS Group AG

The transfer of the deferred compensation plans and related hedging assets in 2014 was conducted on an arm’s length basis, with a step-up of the plan obligation to fair value. This step-up resulted in a net liability that was recorded in the standalone financial statements of UBS AG and transferred to UBS Group AG (net liability related to deferred compensation plan transfer) in 2014. The fair value of this net liability is taken into account in the income statement over the average vesting period (for share awards) or upon exercise / expiry (for option awards) as Other operating income. Upon exercise of option awards that are settled using conditional capital, the fair value of this net liability is recorded in the Statutory capital reserve within  General reserves. The difference between the fair value of the hedging assets and the fair value of the obligations on the plans transferred was compensated for with a loan from UBS AG to UBS Group AG.

Equity participation plans

The grant date fair value of equity-settled share-based compensation awards granted to employees is generally recognized over the vesting period of the awards. Awards granted in the form of UBS Group AG shares and notional shares are settled by delivering UBS Group AG shares at vesting and 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 from the balance sheet date. The amount recognized is adjusted for forfeiture assumptions, such that the amount ultimately recognized is based on the number of awards that meet the related service conditions at the vesting date. The grant date fair value is based on the UBS Group AG share price, taking into consideration post-vesting sale and hedge restrictions, non-vesting conditions and market conditions, where applicable.

Upon settlement of the share awards, any realized gain or loss is recognized in the income statement as Other operating income and Other operating expenses, respectively. Realized gains and losses on share awards represent the difference between the market price of the treasury shares at settlement and the grant date fair value of the share awards.


For certain awards, employees receive beneficial and legal ownership of the underlying UBS Group AG shares at the grant date (prepaid awards). Such prepaid awards are recognized as Prepaid assets if vesting is more than 12 months after the balance sheet date or as Accrued income and prepaid expenses if vesting is within 12 months from the balance sheet date.

Shares awarded to employees that are settled using conditional capital are accounted for as follows at settlement: the amount paid by the employees for the nominal value of the shares awarded is recorded in Share capital, while any paid amount exceeding the nominal value is considered to be share premium and is recorded in the Statutory capital reserve within  General reserves.

Other compensation plans

Deferred compensation plans that are not share-based, including DCCP awards and awards in the form of AIVs, are accounted for as cash-settled awards. The present value or fair value of the amount payable to employees that is settled in cash is recognized as a liability generally over the vesting period, as Compensation-related long-term liabilities if vesting is more than 12 months after the balance sheet date and as Accrued expenses and deferred income if vesting is within 12 months from the balance sheet date. The liabilities are remeasured at each balance sheet date at the present value of the corresponding DCCP award and the fair value of investments in AIVs, respectively. Gains and losses resulting from remeasurement of the liabilities are recognized in Other operating income and Other operating expenses, respectively.

Recharge of compensation expenses

Expenses related to deferred compensation plans are recharged by UBS Group AG to its subsidiaries employing the personnel. Upon recharge, UBS Group AG recognizes a receivable from its subsidiaries corresponding to a liability representing its obligation toward 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.

 

 

  

7 


UBS Group AG standalone financial statements

Income statement notes

Note 3  Dividend income from investments in subsidiaries

Dividend income from investments in subsidiaries in 2017 consists of CHF 5 million received from UBS Business Solutions AG related to the financial year ended 31 December 2016, which was approved by the Annual General Meeting of Shareholders of UBS Business Solutions AG on 27 April 2017, and CHF 5 million received from UBS Group Funding (Jersey) Ltd. in the course of the liquidation of the entity, which was dissolved on 24 November 2017. In 2016, dividend from investments in subsidiaries consisted of CHF 3,434 million and CHF 2,250 million received from UBS AG related to the financial years ended 31 December 2015 and 31 December 2016, respectively.

Note 4  Other operating income

 

 

For the year ended

CHF million

 

31.12.17

 

31.12.16

Fair value gains on AIV awards

 

 0 

 

 6 

Gains related to equity-settled awards1

 

 104 

 

 24 

Amortization of net liability related to deferred compensation plan transfer

 

 1 

 

 2 

Commission income from guarantees issued

 

 24 

 

 12 

Total other operating income

 

 129 

 

 44 

1 Gains related to equity-settled awards in 2017 include the release of hidden reserves of CHF 88 million (2016: CHF 0).

Note 5  Financial income

 

 

For the year ended

CHF million

 

31.12.17

 

31.12.16

Fair value gains on marketable securities and financial assets

 

 49 

 

 0 

Interest income on long-term receivables from UBS AG

 

 525 

 

 470 

Interest income on liquid assets

 

 5 

 

 0 

Foreign currency translation gains

 

 0 

 

 4 

Total financial income

 

 580 

 

 475 

Note 6  Personnel expenses

Personnel expenses include recharges from UBS AG and UBS Business Solutions AG for personnel-related costs for activities performed by the personnel of those companies for the benefit of UBS Group AG.


UBS Group AG had no employees throughout 2017 and 2016. All employees of the UBS Group, including the members of the Group Executive Board (GEB) of UBS Group AG, were employed by subsidiaries of UBS Group AG. As of 31 December 2017, the UBS Group employed 61,253 personnel (31 December 2016: 59,387) on a full-time equivalent basis.

Note 7  Other operating expenses

 

 

For the year ended

CHF million

 

31.12.17

 

31.12.16

Fair value losses on AIV awards

 

 48 

 

 0 

Losses related to equity-settled awards

 

 18 

 

 3 

Capital tax

 

 14 

 

 13 

Other

 

 16 

 

 18 

Total other operating expenses

 

 97 

 

 35 

Note 8  Financial expenses

 

 

For the year ended

CHF million

 

31.12.17

 

31.12.16

Fair value losses on marketable securities and financial assets

 

 0 

 

 3 

Impairment losses on financial assets

 

 2 

 

 3 

Treasury share losses

 

 12 

 

 35 

Interest expense on interest-bearing liabilities

 

 532 

 

 469 

Brokerage fees paid

 

 1 

 

 2 

Total financial expenses

 

 547 

 

 512 

8


 

Balance sheet notes

Note 9  Liquid assets

As of 31 December 2017, liquid assets comprised CHF 1,663 million held on current accounts at UBS Switzerland AG and UBS AG and CHF 880 million of time deposits placed with UBS AG.

 

Note 10  Marketable securities

Marketable securities include investments in AIVs related to compensation awards vesting within 12 months after the balance sheet date.

 

Note 11  Other short-term receivables

CHF million

 

31.12.17

 

31.12.16

Receivables from UBS AG1

 

 0 

 

 2,250 

Loans to UBS Business Solutions AG

 

 80 

 

 0 

Receivables from employing entities related to compensation awards

 

 621 

 

 557 

Other

 

 9 

 

 23 

Total other short-term receivables

 

 710 

 

 2,830 

1 Receivables from UBS AG as of 31 December 2016 related to the dividend for the financial year ended 31 December 2016. Refer to Note 3 for more information.

 

Note 12  Accrued income and prepaid expenses

CHF million

 

31.12.17

 

31.12.16

Accrued interest income

 

 368 

 

 375 

Other accrued income and prepaid expenses

 

 69 

 

 93 

Total accrued income and prepaid expenses

 

 437 

 

 469 

9 


UBS Group AG standalone financial statements

 

 

Note 13  Investments in subsidiaries

Unless otherwise stated, the subsidiaries listed below have share capital consisting solely of ordinary shares, which are held by UBS Group AG or UBS AG, respectively. The proportion of ownership interest held is equal to the voting rights held by UBS Group AG or UBS AG, respectively. The country where the respective registered office is located is also the principal place of business. UBS AG operates through a global network of branches and a significant proportion of its business activity is conducted outside Switzerland in the UK, US, Singapore, Hong Kong and other countries. UBS Europe SE has branches and offices in a number of EU member states, including Germany, Italy, Luxembourg, Spain and Austria.

In 2017, UBS transferred shared services functions in Switzerland from UBS AG to UBS Business Solutions AG. This transfer resulted in a decrease of the investment value of UBS AG by CHF 250 million and a corresponding increase in the investment value of UBS Business Solutions AG.

UBS Group Funding (Jersey) Ltd. was dissolved in 2017.

 

Subsidiaries of UBS Group AG as of 31 December 2017

Company

Registered office

 

Share capital in million

Equity interest

accumulated in %

UBS AG

Zurich and Basel, Switzerland

 

CHF

 385.8 

 100.0 

UBS Business Solutions AG1

Zurich, Switzerland

 

CHF

 1.0 

 100.0 

UBS Group Funding (Switzerland) AG

Zurich, Switzerland

 

CHF

 0.1 

 100.0 

1 UBS Business Solutions (India) Private Limited and UBS Business Solutions Poland Sp. z o.o. are directly held subsidiaries of UBS Business Solutions AG.

 

 

 

 

 

 

 

 

 

 

 

 

Individually significant subsidiaries of UBS AG as of 31 December 2017

Company

Registered office

Primary business division

Share capital in million

Equity interest

accumulated in %

UBS Americas Holding LLC

Wilmington, Delaware, USA

Corporate Center

USD

 2,250.01

 100.0 

UBS Asset Management AG

Zurich, Switzerland

Asset Management

CHF

 43.2 

 100.0 

UBS Bank USA

Salt Lake City, Utah, USA

Wealth Management Americas

USD

 0.0 

 100.0 

UBS Europe SE

Frankfurt, Germany

Wealth Management

EUR

 446.0 

 100.0 

UBS Financial Services Inc.

Wilmington, Delaware, USA

Wealth Management Americas

USD

 0.0 

 100.0 

UBS Limited

London, United Kingdom

Investment Bank

GBP

 226.6 

 100.0 

UBS Securities LLC

Wilmington, Delaware, USA

Investment Bank

USD

 1,283.12

 100.0 

UBS Switzerland AG

Zurich, Switzerland

Personal & Corporate Banking

CHF

 10.0 

 100.0 

1 Comprised of common share capital of USD 1,000 and non-voting preferred share capital of USD 2,250,000,000.    2 Comprised of common share capital of USD 100,000 and non-voting preferred share capital of USD 1,283,000,000.

 

Individually significant subsidiaries of UBS AG are those entities that contribute significantly to the Group’s financial position or results of operations, based on a number of criteria, including the subsidiaries’ equity and their contribution to the Group’s total assets and profit or loss before tax, in accordance with Swiss regulations.

®   Refer to Note 28 in the “Consolidated financial statements” section of this report for more information

 

Note 14  Financial assets

CHF million

 

31.12.17

 

31.12.16

Long-term receivables from UBS AG1

 

 8,247 

 

 7,865 

Long-term receivables from UBS Business Solutions AG

 

 205 

 

 0 

Investments in alternative investment vehicles at fair value related to awards vesting after 12 months

 

 286 

 

 291 

Investments in alternative investment vehicles at cost less impairment

 

 4 

 

 6 

Total financial assets

 

 8,742 

 

 8,162 

1 Long-term receivables from UBS AG include the onward lending of the proceeds from the issuances of additional tier 1 perpetual capital notes.

10


 

 

 

Note 15  Accrued expenses and deferred income

CHF million

 

31.12.17

 

31.12.16

Short-term portion of net liability related to deferred compensation plan transfer

 

 6 

 

 1 

Short-term portion of compensation liabilities

 

 1,461 

 

 1,048 

of which: Deferred Contingent Capital Plan

 

 486 

 

 93 

of which: other deferred compensation plans

 

 975 

 

 955 

Accrued interest expense

 

 356 

 

 374 

Other

 

 47 

 

 65 

Total accrued expenses and deferred income

 

 1,871 

 

 1,487 

 

Note 16  Long-term interest-bearing liabilities

 

Long-term interest-bearing liabilities totaled CHF 7,882 million as of 31 December 2017 comprising CHF 7,677 million of notes issued and CHF 205 million of fixed-term loans from UBS AG.

 

Notes issued, overview by amount, maturity and coupon

 

31.12.17

 

 

 

 

31.12.16

in million, except where indicated

 

 

Carrying value

in transaction

currency

Carrying value

in CHF

 

Maturity1

Coupon1

 

Carrying value

in transaction

currency

Carrying value

in CHF

Euro-denominated low-trigger loss-absorbing additional tier 1

perpetual capital notes

 

 

 1,000 

 1,170 

 

19.02.22

5.750%

 

 1,000 

 1,071 

US dollar-denominated low-trigger loss-absorbing additional tier 1

perpetual capital notes

 

 

 1,250 

 1,218 

 

19.02.25

7.000%

 

 1,250 

 1,272 

US dollar-denominated high-trigger loss-absorbing additional tier 1

perpetual capital notes

 

 

 1,250 

 1,218 

 

19.02.20

7.125%

 

 1,250 

 1,272 

US dollar-denominated high-trigger loss-absorbing additional tier 1

perpetual capital notes

 

 

 1,575 

 1,535 

 

07.08.25

6.875%

 

 1,575 

 1,603 

US dollar-denominated high-trigger loss-absorbing additional tier 1

perpetual capital notes

 

 

 1,500 

 1,462 

 

22.03.21

6.875%

 

 1,500 

 1,527 

US dollar-denominated high-trigger loss-absorbing additional tier 1

perpetual capital notes

 

 

 1,100 

 1,072 

 

10.08.21

7.125%

 

 1,100 

 1,120 

Total notes issued

 

 

 

 7,677 

 

 

 

 

 

 7,865 

1 The disclosed maturity refers to the optional first call date of the respective issuance and the disclosed coupon refers to the fixed coupon rate from the issue date up to, but excluding, the optional first call date.

 

Note 17  Compensation-related long-term liabilities

CHF million

 

31.12.17

 

31.12.16

Long-term portion of net liability related to deferred compensation plan transfer

 

 3 

 

 10 

Long-term portion of compensation liabilities

 

 3,308 

 

 3,469 

of which: Deferred Contingent Capital Plan

 

 1,504 

 

 1,532 

of which: other deferred compensation plans

 

 1,804 

 

 1,937 

Total compensation-related long-term liabilities

 

 3,311 

 

 3,479 

 

Note 18  Share capital

As of 31 December 2017, the issued share capital consisted of 3,853,096,603 (31 December 2016: 3,850,766,389) registered shares at a par value of CHF 0.10 each.

®   Refer to “UBS shares” in the “Capital management” section of this report for more information on UBS Group AG shares

11 


UBS Group AG standalone financial statements

 

 

Note 19  Treasury shares

 

Number of registered shares

Average price in CHF

Balance as of 31 December 2015

 98,706,275 

 17.51 

of which: treasury shares held by UBS Group AG

 98,465,708 

 17.50 

of which: treasury shares held by UBS AG and other subsidiaries

 240,567 

 19.51 

Acquisitions

 90,448,847 

 15.49 

Disposals

 (2,721,710) 

 17.82 

Delivery of shares to settle equity-settled awards

 (47,991,640) 

 16.86 

Balance as of 31 December 2016

 138,441,772 

 16.41 

of which: treasury shares held by UBS Group AG1

 138,386,307 

 16.41 

of which: treasury shares held by UBS AG and other subsidiaries

 55,465 

 16.06 

Acquisitions

 54,828,640 

 15.87 

Disposals

 (1,689,932) 

 16.23 

Delivery of shares to settle equity-settled awards

 (59,278,930) 

 16.32 

Balance as of 31 December 2017

 132,301,550 

 16.23 

of which: treasury shares held by UBS Group AG1

 132,211,630 

 16.23 

of which: treasury shares held by UBS AG and other subsidiaries

 89,920 

 17.54 

1 Treasury shares held by UBS Group AG had a carrying value of CHF 2,145 million as of 31 December 2017 (31 December 2016: CHF 2,271 million).

 

 

 

  

12


 

Additional information

Note 20  Guarantees

As of 31 December 2017, UBS Group Funding (Switzerland) AG, a subsidiary of UBS Group AG, had issued CHF 27,706 million equivalent of senior debt (31 December 2016: CHF 17,281 million). This debt contributes to the total loss-absorbing capacity (TLAC) of the Group. UBS Group AG issued guarantees to the external investors against any default in payments of interest and principal by UBS Group Funding (Switzerland) AG.

 

 

Note 21  Assets pledged to secure own liabilities

As of 31 December 2017, total pledged assets of UBS Group AG amounted to CHF 4,337 million. These assets consisted of certain liquid assets, marketable securities and financial assets and were pledged to UBS AG. As of 31 December 2016, total pledged assets of UBS Group AG amounted to CHF 4,134 million. The associated liabilities secured by these pledged assets were CHF 1,800 million and CHF 524 million as of 31 December 2017 and 31 December 2016, respectively.

 

 

Note 22  Contingent liabilities

UBS Group AG is jointly and severally liable for the combined value added tax (VAT) liability of UBS entities that belong to the VAT group of UBS in Switzerland.

 

 

13 


UBS Group AG standalone financial statements

 

 

Note 23  Significant shareholders

Shareholders registered in the UBS Group AG share register with 3% or more of total share capital

% of share capital

31.12.17

31.12.16

Chase Nominees Ltd., London

 11.16 

 9.43 

DTC (Cede & Co.), New York1

 6.64 

 6.62 

Nortrust Nominees Ltd., London

 4.11 

 3.88 

1 DTC (Cede & Co.), New York, “The Depository Trust Company,” is a US securities clearing organization.

 

 

Under the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015 (FMIA), anyone holding shares in a company listed in Switzerland, or holding derivative rights related to shares of such a company, must notify the company and the SIX Swiss Exchange (SIX) if the holding reaches, falls below or exceeds one of the following thresholds: 3, 5, 10, 15, 20, 25, 3313, 50, or 6623% of voting rights, regardless of whether or not such rights may be exercised. The detailed disclosure requirements and the methodology for calculating the thresholds are defined in the Swiss Financial Market Supervisory Authority Ordinance on Financial Market Infrastructure (FMIO-FINMA). In particular, the FMIO-FINMA sets forth that nominee companies that cannot autonomously decide how voting rights are exercised are not obligated to notify the company and SIX if they reach, exceed or fall below the threshold percentages.

In addition, pursuant to the Swiss Code of Obligations, UBS must disclose in the Notes to its financial statements the identity of any shareholder with a holding of more than 5% of the total share capital of UBS Group AG.

According to disclosure notifications filed with UBS Group AG and the SIX under the applicable Swiss rules, the following entities held more than 3% of the total share capital of UBS Group AG as of 31 December 2017: BlackRock Inc., New York, disclosed a holding of 5.01% of the total share capital of UBS Group AG on 29 December 2017; MFS Investment Management, Boston, disclosed a holding of 3.05% on 10 February 2016; and Norges Bank, Oslo, the Central Bank of Norway, disclosed a holding of 3.30% on 10 December 2014. With the exception of BlackRock Inc., New York, with a disclosed holding of 5.02% of the total share capital of UBS Group AG on 5 March 2018, the above disclosures have not been subsequently superseded and no new disclosures of significant shareholdings have been notified since 31 December 2017.

In accordance with the FMIA, the aforementioned holdings are calculated in relation to the total share capital of UBS Group AG reflected in its Articles of Association at the time of the respective disclosure notification.

Shareholders who notified a significant shareholding in accordance with the abovementioned requirements may or may not be recorded in the UBS share register, and therefore they may not necessarily appear in the table above. Information on disclosures under the FMIA is available at www.six-exchange-regulation.com/en/home/publications/
significant-shareholders.html
.  

The shareholders (acting in their own name or in their capacity as nominees for other investors or beneficial owners) listed in the table above were registered in the UBS share register with 3% or more of the total share capital of UBS Group AG as of 31 December 2017 or as of 31 December 2016.

Cross-shareholdings

UBS Group AG has no cross-shareholdings in excess of a reciprocal ownership of 5% of capital or voting rights with any other company.

 

 

14


 

 

 

Note 24  Share and option ownership of the members of the Board of Directors, the Group Executive Board and other employees

 

Shares awarded

 

 

 

 

 

 

 

 

For the year ended 31.12.17

 

For the year ended 31.12.16

 

 

Number of shares

Value of shares

in CHF million

 

Number of shares

Value of shares

in CHF million

Awarded to members of the BoD

 

 416,980 

 7 

 

 411,962 

 6 

Awarded to members of the GEB

 

 2,720,614 

 43 

 

 2,572,329 

 39 

Awarded to other UBS Group employees

 

 61,152,037 

 874 

 

 79,900,730 

 1,107 

Total

 

 64,289,631 

 923 

 

 82,885,021 

 1,152 

®   Refer to the “Corporate governance, responsibility and compensation” section in this report for more information on the terms and conditions of the shares and options awarded to the members of the Board of Directors and the Group Executive Board

 

 

Number of shares of BoD members1

Name, function

on 31 December

Number of shares held

Voting rights in %

Axel A. Weber, Chairman

2017

 642,100 

 0.037 

2016

 635,751 

 0.038 

Michel Demaré, Vice Chairman

2017

 290,694 

 0.017 

2016

 254,287 

 0.015 

David Sidwell, Senior Independent Director

2017

 154,672 

 0.009 

2016

 205,540 

 0.012 

Reto Francioni, member

2017

 76,772 

 0.004 

2016

 51,567 

 0.003 

Ann F. Godbehere, member

2017

 232,263 

 0.013 

2016

 201,457 

 0.012 

William G. Parrett, member

2017

 106,916 

 0.006 

2016

 104,385 

 0.006 

Julie G. Richardson, member2

2017

 0 

2016

Isabelle Romy, member

2017

 94,376 

 0.005 

2016

 91,038 

 0.005 

Robert W. Scully, member

2017

 29,917 

 0.002 

2016

 0 

 0.000 

Beatrice Weder di Mauro, member

2017

 126,809 

 0.007 

2016

 99,737 

 0.006 

Dieter Wemmer, member

2017

 14,002 

 0.001 

2016

 0 

 0.000 

Joseph Yam, former member2

2017

2016

 109,938 

 0.007 

Total

2017

 1,768,521 

 0.102 

2016

 1,753,700 

 0.104 

1 Includes blocked and unblocked shares held by BoD members, including those held by related parties. No options were granted in 2017 and 2016.    2 Julie G. Richardson was newly elected and Joseph Yam stepped down from the BoD at the AGM on 4 May 2017.

15 


UBS Group AG standalone financial statements

 

 

Note 24  Share and option ownership of the members of the Board of Directors, the Group Executive Board and other employees (continued)

Share and option ownership / entitlements of GEB members1

Name, function

on

31 December

Number of

unvested

shares / at risk2

Number of

vested shares

Total number of shares

Potentially

conferred

voting

rights in %

Number of options3

Potentially

conferred

voting

rights in %4

Sergio P. Ermotti, Group Chief Executive Officer

2017

 1,632,464 

 460,377 

 2,092,841 

 0.121 

 0 

 0.000 

2016

 1,365,537 

 265,515 

 1,631,052 

 0.097 

 0 

 0.000 

Martin Blessing, Co-President Global Wealth Management

2017

 65,761 

 0 

 65,761 

 0.004 

 0 

 0.000 

2016

 0 

 0 

 0 

 0.000 

 0 

 0.000 

Christian Bluhm, Group Chief Risk Officer

2017

 131,520 

 0 

 131,520 

 0.008 

 0 

 0.000 

2016

 0 

 0 

 0 

 0.000 

 0 

 0.000 

Markus U. Diethelm, Group General Counsel

2017

 589,659 

 194,000 

 783,659 

 0.045 

 0 

 0.000 

2016

 538,520 

 154,820 

 693,340 

 0.041 

 0 

 0.000 

Kirt Gardner, Group Chief Financial Officer

2017

 264,718 

 61,652 

 326,370 

 0.019 

 0 

 0.000 

2016

 142,646 

 38,581 

 181,227 

 0.011 

 0 

 0.000 

Sabine Keller-Busse, Group Chief Operating Officer

2017

 244,676 

 176,602 

 421,278 

 0.024 

 0 

 0.000 

2016

 200,272 

 120,897 

 321,169 

 0.019 

 0 

 0.000 

Ulrich Körner, President Asset Management and

President UBS EMEA

2017

 881,979 

 95,597 

 977,576 

 0.057 

 0 

 0.000 

2016

 797,165 

 95,597 

 892,762 

 0.053 

 0 

 0.000 

Axel P. Lehmann, President Personal & Corporate Banking and President UBS Switzerland

2017

 156,180 

 277,978 

 434,158 

 0.025 

 0 

 0.000 

2016

 0 

 277,978 

 277,978 

 0.017 

 0 

 0.000 

Tom Naratil, Co-President Global Wealth Management and President UBS Americas

2017

 1,047,311 

 422,298 

 1,469,609 

 0.085 

 281,640 

 0.016 

2016

 838,193 

 352,634 

 1,190,827 

 0.071 

 412,917 

 0.025 

Andrea Orcel, President Investment Bank

2017

 1,328,113 

 251,439 

 1,579,552 

 0.091 

 0 

 0.000 

2016

 1,203,535 

 184,220 

 1,387,755 

 0.083 

 0 

 0.000 

Kathryn Shih, President UBS Asia Pacific

2017

 581,546 

 0 

 581,546 

 0.034 

 74,599 

 0.004 

2016

 567,777 

 0 

 567,777 

 0.034 

 143,869 

 0.009 

Jürg Zeltner, former President Wealth Management

2017

 976,001 

 1,075 

 977,076 

 0.057 

 42,628 

 0.002 

2016

 881,976 

 1,075 

 883,051 

 0.053 

 64,164 

 0.004 

Total

2017

 7,899,928 

 1,941,018 

 9,840,946 

 0.569 

 398,867 

 0.023 

2016

 6,535,621 

 1,514,211 

 8,049,832 

 0.479 

 620,950 

 0.037 

1 Includes all vested and unvested shares and options of GEB members, including those held by related parties.    2 Includes shares granted under variable compensation plans with forfeiture provisions. The actual number of shares vesting in the future will be calculated under the terms of the plans. Refer to the “Our deferred variable compensation plans for 2017” section of this report for more information on the plans.    3 Refer to “Note 27 Employee benefits: variable compensation” in the “Consolidated financial statements” section of this report for more information.    4 No conversion rights outstanding.

 

 

 

Note 25  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 are provided in the table below. Amounts due from and due to subsidiaries are provided on the face of the balance sheet.

 

CHF million

 

31.12.17

 

31.12.16

Payables due to the members of the GEB

 

 166 

 

 119 

of which: Deferred Contingent Capital Plan

 

 77 

 

 51 

of which: other deferred compensation plans

 

 89 

 

 68 

p

  

16


 

17 


 

 

  

18


 

  

19 


 

  

20


 

This Form 6-K is hereby incorporated by reference into (1) each of the registration statements of UBS AG on Form F-3 (Registration Number 333-204908) and of UBS Group AG on Form S-8 (Registration Numbers 333-200634; 333-200635; 333-200641; 333-200665; 333-215254; and 333-215255), and into each prospectus outstanding under any of the foregoing registration statements, (2) any outstanding offering circular or similar document issued or authorized by UBS AG that incorporates by reference any Form 6-K’s of UBS AG that are incorporated into its registration statements filed with the SEC, and (3) the base prospectus of Corporate Asset Backed Corporation (“CABCO”) dated June 23, 2004 (Registration Number 333-111572), the Form 8-K of CABCO filed and dated June 23, 2004 (SEC File Number 001-13444), and the Prospectus Supplements relating to the CABCO Series 2004-101 Trust dated May 10, 2004 and May 17, 2004 (Registration Number 033-91744 and 033-91744-05).  

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

 

 

 

UBS Group AG

 

 

 

By: _/s/ Todd Tuckner___________ 

      Name: Todd Tuckner

      Title: Group Controller and

            Chief Accounting Officer

 

 

By: _/s/ David Kelly _____________

Name:  David Kelly

Title:    Managing Director

 

 

 

UBS AG

 

 

 

By: _/s/ Todd Tuckner___________ 

      Name: Todd Tuckner

      Title: Group Controller and

            Chief Accounting Officer

 

 

By: _/s/ David Kelly _____________

Name:  David Kelly

Title:    Managing Director

 

 

Date:  March 9, 2018