Company Quick10K Filing
UBS
20-F 2019-12-31 Filed 2020-03-03
20-F 2018-12-31 Filed 2019-03-15
20-F 2017-12-31 Filed 2018-03-09
20-F 2016-12-31 Filed 2017-03-10
20-F 2015-12-31 Filed 2016-03-18
20-F 2014-12-31 Filed 2015-03-13

UBS 20F Annual Report

Item 17 O Item 18 O
Item 4. Information on The Company
Item 4.B.2. Geographic Breakdown of Revenues
Item 10. Additional Information.
Item 19. Exhibits.
Note 1 Summary of Significant Accounting Policies
Note 2A Segment Reporting
Note 2B Segment Reporting By Geographic Location
Note 3 Net Interest and Trading Income
Note 4 Net Fee and Commission Income
Note 5 Other Income
Note 6 Personnel Expenses
Note 7 General and Administrative Expenses
Note 8 Income Taxes
Note 9 Earnings per Share (Eps) and Shares Outstanding
Note 10 Due From Banks and Loans (Held At Amortized Cost)
Note 11 Allowances and Provisions for Credit Losses
Note 12 Derivative Instruments and Hedge Accounting
Note 13 Financial Assets Available for Sale and Held To Maturity
Note 14 Property, Equipment and Software
Note 15 Goodwill and Intangible Assets
Note 16 Other Assets
Note 17 Due To Banks and Customers
Note 18 Financial Liabilities Designated At Fair Value
Note 19 Debt Issued Held At Amortized Cost
Note 20 Provisions and Contingent Liabilities
Note 21 Other Liabilities
Note 22 Fair Value Measurement
Note 23 Restricted and Transferred Financial Assets
Note 24 Offsetting Financial Assets and Financial Liabilities
Note 25 Measurement Categories, Credit Risk and Maturity Analysis of Financial Instruments
Note 26 Pension and Other Post-Employment Benefit Plans
Note 27 Equity Participation and Other Compensation Plans
Note 28 Interests in Subsidiaries and Other Entities
Note 29 Business Combinations
Note 30 Changes in Organization and Disposals
Note 31 Operating Leases and Finance Leases
Note 32 Related Parties
Note 33 Invested Assets and Net New Money
Note 34 Currency Translation Rates
Note 35 Events After The Reporting Period
Note 36 Main Differences Between Ifrs and Swiss Gaap
Note 1 Summary of Significant Accounting Policies
Note 2A Segment Reporting
Note 2B Segment Reporting By Geographic Location
Note 3 Net Interest and Trading Income
Note 4 Net Fee and Commission Income
Note 5 Other Income
Note 6 Personnel Expenses
Note 7 General and Administrative Expenses
Note 8 Income Taxes
Note 9 Earnings per Share (Eps) and Shares Outstanding
Note 10 Due From Banks and Loans (Held At Amortized Cost)
Note 11 Allowances and Provisions for Credit Losses
Note 12 Derivative Instruments and Hedge Accounting
Note 13 Financial Assets Available for Sale and Held To Maturity
Note 14 Property, Equipment and Software
Note 15 Goodwill and Intangible Assets
Note 16 Other Assets
Note 17 Due To Banks and Customers
Note 18 Financial Liabilities Designated At Fair Value
Note 19 Debt Issued Held At Amortized Cost
Note 20 Provisions and Contingent Liabilities
Note 21 Other Liabilities
Note 22 Fair Value Measurement
Note 23 Restricted and Transferred Financial Assets
Note 24 Offsetting Financial Assets and Financial Liabilities
Note 25 Measurement Categories, Credit Risk and Maturity Analysis of Financial Instruments
Note 26 Pension and Other Post-Employment Benefit Plans
Note 27 Equity Participation and Other Compensation Plans
Note 28 Interests in Subsidiaries and Other Entities
Note 29 Business Combinations
Note 30 Changes in Organization and Disposals
Note 31 Operating Leases and Finance Leases
Note 32 Related Parties
Note 33 Invested Assets and Net New Money
Note 34 Currency Translation Rates
Note 35 Events After The Reporting Period
Note 36 Main Differences Between Ifrs and Swiss Gaap
Note 37 Supplemental Guarantor Information Required Under Sec Regulations
EX-13 exhibit13001.htm
EX-12 exhibit12001.htm
EX-15 exhibit15.2.htm
EX-15 exhibit15.1001.htm
EX-7 exhibit7001.htm
EX-4 exhibit4.12001.htm
EX-4 exhibit4.11001.htm
EX-4 exhibit4.10001.htm
EX-1 exhibit1.4001.htm
EX-1 exhibit1.3001.htm
EX-1 exhibit1.2001.htm
EX-1 exhibit1.1.htm

UBS Earnings 2016-12-31

Balance SheetIncome StatementCash Flow

20-F 1 ar1620f.htm 20F

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 

Washington, D.C. 20549  

FORM 20-F  

(Mark One)

 

 

 

o

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to                .

OR

 

 

 

o

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

UBS Group AG

Commission file number: 1-36764

UBS AG  

Commission file number: 1-15060  

 (Exact Name of Registrants as Specified in Their Respective Charters)

Switzerland
(Jurisdiction of Incorporation or Organization)

 

UBS Group AG

Bahnhofstrasse 45, CH-8001 Zurich, Switzerland

(Address of Principal Executive Office)

 

 

 

UBS AG

Bahnhofstrasse 45, CH-8001 Zurich, Switzerland and

Aeschenvorstadt 1, CH-4051 Basel, Switzerland
(Address of Principal Executive Offices)

David Kelly
600 Washington Boulevard

Stamford, CT  06901

Telephone: (203) 719-3000

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:
Please see page 3.

Securities registered or to be registered pursuant to Section 12(g) of the Act:
Please see page 5.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Please see page 5.

 


 

 

 

Indicate the number of outstanding shares of each of each issuer’s classes of capital or common stock as of 31 December 2016:

 

UBS Group AG

Ordinary shares, par value CHF 0.10 per share: 3,850,766,389 ordinary shares

(including 138,441,772 treasury shares)

UBS AG

Ordinary shares, par value CHF 0.10 per share: 3,858,408,466 ordinary shares

(none of which are treasury shares)

 

 

 

 

Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.

 

UBS Group AG

Yes

 

No

 

UBS AG

Yes ☐

 

No

 

If this report is an annual or transition report, indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

 

 

Yes  

 

No

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports) and (2) have been subject to such filing requirements for the past 90 days.

 

 

 

Yes  

 

No

 

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 205 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).

 

Yes   

 

No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check One):

 

 

 

UBS Group AG

 

 

Large accelerated filer

 

Accelerated filer  

 

Non-accelerated filer ☐

 

 

 

UBS AG

 

 

Large accelerated filer  ☐

 

Accelerated filer ☐

 

Non-accelerated filer

 

Indicate by check mark which basis of accounting the registrants have used to prepare the financial statements included in this filing.

 

 

 

 

 

U.S. GAAP  

 

International Financial Reporting Standards as issued by the International Accounting Standards Board  

 

Other

 

 

 


 

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrants have elected to follow.

 

 

 

Item 17  

 

Item 18

 

If this is an annual report, indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act)

 

 

 

Yes  

 

No

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

UBS Group AG

 

 

 

 

 

Name of each exchange on

Title of each class

 

which registered

Ordinary Shares (par value of CHF 0.10 each)

 

New York Stock Exchange

 

UBS AG

 

 

 

 

 

Name of each exchange on

Title of each class

 

which registered

 

 

 

E-TRACS Linked to the UBS Bloomberg CMCI Food Total Return due April 5, 2038

 

NYSE Arca

 

 

 

E-TRACS Linked to the UBS Bloomberg CMCI Agriculture Total Return due April 5, 2038

 

NYSE Arca

 

 

 

E-TRACS Linked to the UBS Bloomberg CMCI Energy Total Return due April 5, 2038

 

NYSE Arca

 

 

 

E-TRACS Linked to the UBS Bloomberg CMCI Total Return due April 5, 2038

 

NYSE Arca

 

 

 

E-TRACS Linked to the UBS Bloomberg CMCI Total Return Series B due April 5, 2038

 

NYSE Arca

 

 

 

E-TRACS Linked to the UBS Bloomberg CMCI Gold Total Return due April 5, 2038

 

NYSE Arca

 

 

 

E-TRACS Linked to the UBS Bloomberg CMCI Industrial Metals Total Return due April 5, 2038

 

NYSE Arca

 

 

 

E-TRACS Linked to the UBS Bloomberg CMCI Livestock Total Return due April 5, 2038

 

NYSE Arca

 

 

 

E-TRACS Linked to the UBS Bloomberg CMCI Silver Total Return due April 5, 2038

 

NYSE Arca

 

 

 

E-TRACS Long Platinum Linked to the UBS Bloomberg CMCI Platinum Total Return due May 14, 2018

 

NYSE Arca

 

 

 

E-TRACS Linked to the Bloomberg Commodity Index Total ReturnSM

due October 31, 2039

 

 

NYSE Arca

E-TRACS Linked to the Alerian MLP Infrastructure Index due April 2, 2040

 

 

NYSE Arca

 


 

 

 

E-TRACS Linked to the Alerian MLP Infrastructure Index Series B due April 2, 2040

 

 

NYSE Arca

1xMonthly Short E-TRACS Linked to the Alerian MLP Infrastructure Total Return Index due October 1, 2040

 

 

NYSE Arca

E-TRACS Linked to the Alerian Natural Gas MLP Index due July 9,  2040

 

 

NYSE Arca

E-TRACS Linked to the Wells Fargo® Business Development Company Index due April 26, 2041

NYSE Arca

E-TRACS Linked to the Wells Fargo® Business Development Company Index Series B due April 26, 2041

NYSE Arca

2×Leveraged Long E-TRACS Linked to the Wells Fargo® Business Development Company Index due May 24, 2041

NYSE Arca

2×Leveraged Long E-TRACS Linked to the Wells Fargo® Business Development Company Index Series B due May 24, 2041

 

NYSE Arca

ETRACS Monthly Pay 2xLeveraged Dow Jones Select Dividend Index ETN due May 22, 2042

NYSE Arca

ETRACS Monthly Pay 2xLeveraged S&P Dividend ETN due May 22, 2042

NYSE Arca

ETRACS Alerian MLP Index ETN due July 18, 2042

NYSE Arca

ETRACS Alerian MLP Index ETN Series B due July 18, 2042

NYSE Arca

ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN due October 16, 2042

NYSE Arca

ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN Series B due October 16, 2042

NYSE Arca

ETRACS Monthly Pay 2xLeveraged Diversified High Income ETN due November 12, 2043

NYSE Arca

ETRACS Monthly Pay 2xLeveraged Closed-End Fund ETN due December 10, 2043

NYSE Arca

ETRACS Monthly Reset 2xLeveraged S&P 500® Total Return ETN due March 25, 2044

NYSE Arca

ETRACS Monthly Pay 2xLeveraged Wells Fargo MLP Ex-Energy ETN due June 24, 2044

NYSE Arca

ETRACS Monthly Pay 2xLeveraged US High Dividend Low Volatility ETN due September 30, 2044

NYSE Arca

ETRACS Monthly Pay 2xLeveraged US Small Cap High Dividend ETN due February 6, 2045

NYSE Arca

ETRACS Monthly Reset 2xLeveraged ISE Exclusively Homebuilders ETN due March 13, 2045

NYSE Arca

ETRACS Monthly Pay 2xLeveraged MSCI US REIT index ETN due May 5, 2045

NYSE Arca

 


 

 

 

ETRACS 2xMonthly Leveraged S&P MLP Index ETN Series B due February 12. 2046

NYSE Arca

 

ETRACS 2xMonthly Leveraged Alerian MLP Infrastructure Index ETN Series B due February 12, 2046

NYSE Arca

 

ETRACS S&P GSCI Crude Oil Total Return Index ETN due February 22, 2046

NYSE Arca

 

ETRACS ProShares Daily 3x Long Crude ETN linked to the Bloomberg WTI Crude Oil Subindex ER due January 4, 2047

NYSE Arca

 

ETRACS ProShares Daily 3x Inverse Crude ETN linked to the Bloomberg WTI Crude Oil Subindex ER due January 4, 2047

NYSE Arca

 

 

 

 

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:  

None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  

None

 


 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS  

 

This report contains statements that constitute “forward-looking statements,” including but not limited to management’s outlook for UBS’s financial performance and statements relating to the anticipated effect of transactions and strategic initiatives on UBS’s business and future development. While these forward-looking statements represent UBS’s judgments and expectations concerning the matters described, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from UBS’s expectations. These factors include, but are not limited to: (i) the degree to which UBS is successful in the ongoing execution of its strategic plans, including its cost reduction and efficiency initiatives and its ability to manage its levels of risk-weighted assets (RWA) and leverage ratio denominator, liquidity coverage ratio and other financial resources, and the degree to which UBS is successful in implementing changes to its wealth management businesses to meet changing market, regulatory and other conditions; (ii) continuing low or negative interest rate environment, developments in the macroeconomic climate and in the markets in which UBS operates or to which it is exposed, including movements in securities prices or liquidity, credit spreads, and currency exchange rates, and the effects of economic conditions, market developments, and geopolitical tensions on the financial position or creditworthiness of UBS’s clients and counterparties as well as on client sentiment and levels of activity; (iii) changes in the availability of capital and funding, including any changes in UBS’s credit spreads and ratings, as well as availability and cost of funding to meet requirements for debt eligible for total loss-absorbing capacity (TLAC); (iv) changes in or the implementation of financial legislation and regulation in Switzerland, the US, the UK and other financial centers that may impose, or result in, more stringent capital, TLAC, leverage ratio, liquidity and funding requirements, incremental tax requirements, additional levies, limitations on permitted activities, constraints on remuneration, constraints on transfers of capital and liquidity and sharing of operational costs across the Group or other measures, and the effect these would have on UBS’s business activities; (v) uncertainty as to when and to what degree the Swiss Financial Market Supervisory Authority (FINMA) will approve, or confirm, limited reductions of gone concern requirements due to measures to reduce resolvability risk; (vi) the degree to which UBS is successful in implementing further changes to its legal structure to improve its resolvability and meet related regulatory requirements, including changes in legal structure and reporting required to implement US enhanced prudential standards, completing the implementation of a service company model, and the potential need to make further changes to the legal structure or booking model of UBS Group in response to legal and regulatory requirements relating to capital requirements, resolvability requirements and proposals in Switzerland and other jurisdictions for mandatory structural reform of banks or systemically important institutions and the extent to which such changes will have the intended effects; (vii) the uncertainty arising from the timing and nature of the UK exit from the EU and the potential need to make changes in UBS’s legal structure and operations as a result of it; (viii) changes in UBS’s competitive position, including whether differences in regulatory capital and other requirements among the major financial centers will adversely affect UBS’s ability to compete in certain lines of business; (ix) changes in the standards of conduct applicable to our businesses that may result from new regulation or new enforcement of existing standards, including recently enacted and proposed measures to impose new and enhanced duties when interacting with customers and in the execution and handling of customer transactions; (x) the liability to which UBS may be exposed, or possible constraints or sanctions that regulatory authorities might impose on UBS, due to litigation, contractual claims and regulatory investigations, including the potential for disqualification from certain businesses or loss of licenses or privileges as a result of regulatory or other governmental sanctions, as well as the effect that litigation, regulatory and similar matters have on the operational risk component of our RWA; (xi) the effects on UBS’s cross-border banking business of tax or regulatory developments and of possible changes in UBS’s policies and practices relating to this business; (xii) UBS’s ability to retain and attract the employees necessary to generate revenues and to manage, support and control its businesses, which may be affected by competitive factors including differences in compensation practices; (xiii) changes in accounting or tax standards or policies, and determinations or interpretations affecting the recognition of gain or loss, the valuation of goodwill, the recognition of deferred tax assets and other matters; (xiv) limitations on the effectiveness of UBS’s internal processes for risk management, risk control, measurement and modeling, and of financial

 


 

models generally; (xv) whether UBS will be successful in keeping pace with competitors in updating its technology, including by developing digital channels and tools and in our trading businesses; (xvi) the occurrence of operational failures, such as fraud, misconduct, unauthorized trading, financial crime, cyber-attacks, and systems failures; (xvii) restrictions on the ability of UBS Group AG to make payments or distributions, including due to restrictions on the ability of its subsidiaries to make loans or distributions, directly or indirectly, or, in the case of financial difficulties, due to the exercise by FINMA or the regulators of UBS's operations in other countries of their broad statutory powers in relation to protective measures, restructuring and liquidation proceedings; (xviii) the degree to which changes in regulation, capital or legal structure, financial results or other factors, including methodology, assumptions and stress scenarios, may affect UBS’s ability to maintain its stated capital return objective; and (xix) the effect that these or other factors or unanticipated events may have on our reputation and the additional consequences that this may have on our business and performance. The sequence in which the factors above are presented is not indicative of their likelihood of occurrence or the potential magnitude of their consequences. Our business and financial performance could be affected by other factors identified in our past and future filings and reports, including those filed with the SEC. More detailed information about those factors is set forth in documents furnished by UBS and filings made by UBS with the SEC. UBS is not under any obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

 


 

 

Cross-reference table

 

Set forth below are the respective items of SEC Form 20-F, and the locations in this document where the corresponding information can be found.

  

  • Annual Report refers to the Annual Report 2016 of UBS Group AG and UBS AG annexed hereto, which forms an integral part hereof. 
  • Supplement refers to certain supplemental information contained in this forepart of the Form 20-F, starting on page 13 following the cross-reference table. 
  • Financial Statements refers to the consolidated financial statements of either UBS Group AG or UBS AG, or both, depending upon the context, contained in the Annual Report

 

In the cross-reference table below, page numbers refer to either the Annual Report or the Supplement, as noted.

 

Please see page 14 of the Annual Report for definitions of terms used in this Form 20-F relating to UBS.

 

Form 20-F item

Response or location in this filing

 

 

Item 1.  Identity of Directors, Senior Management and Advisors.

Not applicable

Item 2.  Offer Statistics and Expected Timetable.

Not applicable

Item 3.  Key Information

 

A – Selected Financial Data

Annual Report, Selected Financial Data (626-630 and 649-653) and  Statement of changes in equity (316-319 and 470-473)

 

The exchange rate for the Swiss franc on 3 March 2017, as reported by the Federal Reserve System (H.10 Weekly), was CHF 1.0118 per USD 1.  See page 649 of the Annual Report for additional exchange rate information.

B – Capitalization and Indebtedness.

Not applicable

C – Reasons for the Offer and Use of Proceeds.

Not applicable

D – Risk Factors.

Annual Report, Risk Factors (44-55) 

Item 4.  Information on the Company.

A – History and Development of the Company

1-3: Annual Report, Corporate information and Contacts (7) 

4: Annual Report, History (12), The legal structure of UBS Group (13-14), Our strategy (27-28), and pages 31-43

5-7: Not applicable

B – Business Overview.

1, 2, 5 and 7: Annual Report, 18-30, Note 2a to each set of Financial Statements (Segment reporting) (343-346 and 498-501),and Note 2b to each set of Financial Statements (Segment reporting by geographic location) (347 and 502).  See also Supplement, pages 13-14.

3: Seasonal characteristics (73) 

4: Not applicable

6: None

8: Regulation and supervision and  Regulatory and legal developments (21-26)

Supplement (15)


 

 

C – Organizational Structure.

 

Annual Report, The legal structure of UBS Group (13-14) and Note 28 to each set of Financial Statements (Interests in subsidiaries and other entities) (439-447 and 592-600)

D – Property, Plant and Equipment.

 

Annual Report, Property, plant and equipment (631 and 654), Note 14 to each set of Financial Statements (Property, equipment and software) (364 and 520), Note 31 to each set of Financial Statements, Operating leases and finance leases (450 and 603)

Information required by Industry Guide 3

Annual Report, Information required by industry guide 3 (632-647 and 655-670) and Selected financial data (626-630 and 649-653)

Item 4A.  Unresolved Staff Comments.

None.

Item 5.  Operating and Financial Review and Prospects.

A – Operating Results.

Annual Report, UBS Group key figures (5),  UBS AG (consolidated) key figures (460), Measurement of performance (29-30), Group performance (64-77), operating results by business division and Corporate Center (78-114), Currency management (182),  Capital management (184-205),  Risk factors (44-55), Current market climate and industry trends (18-20) and Regulatory and legal developments (23-26) 

B – Liquidity and Capital Resources.

Annual Report, Regulatory and legal changes may adversely affect our business and our ability to execute our strategic plans (44-47), As UBS Group AG is a holding company, its operating results, financial condition and ability to pay dividends and other distributions and/or to pay its obligations in the future depend on funding, dividends and other distributions received directly or indirectly from its subsidiaries, which may be subject to restrictions (54), Seasonal characteristics (73), Cash flows (183), Interest rate risk in the banking book (153-157), Balance sheet, liquidity and funding management (168-178), Capital management (184-205) Note 23a to each set of Financial Statements (Restricted financial assets) (405 and 561), Currency management (182), Note 13a to each set of Financial Statements (Financial assets available for sale) (364 and 519), Note 18 to each set of Financial Statements (Financial liabilities designated at fair value) (368-369 and 524-525), Note 19 to each set of Financial Statements (Debt issued held at amortized cost) (369-370 and 525-526) and Short-term borrowings (639 and 662).

 

We believe that our working capital is sufficient for the company’s present requirements. Liquidity and capital management is undertaken at UBS as an integrated asset and liability management function.

C—Research and Development, Patents and Licenses, etc.

Not applicable

D—Trend Information.

Annual Report, Current market climate and industry trends (18-20) and Regulatory and legal developments (23-26) and Financial and operating performance (57-114)

E—Off-Balance Sheet Arrangements.

Annual Report, Off-balance sheet (179-181), Note 23 to each set of Financial Statements (Restricted and transferred financial assets) (405-407 and 561-563) and Note 31 to each set of Financial Statements, Operating leases and finance leases (450 and 603)

F—Tabular Disclosure of Contractual Obligations.

Annual Report, Contractual obligations (181) 

Item 6.  Directors, Senior Management and Employees.

A – Directors and Senior Management.

1, 2 and 3: Annual Report, 222-237

4, 5: None


 

 

B – Compensation.

1: Annual Report, 260-304, Note 27 to each set of Financial Statements (Equity participation and other compensation plans) (430-438 and 586-591) and Note 32 to each set of Financial Statements (Related parties) (451-453 and 604-606)

2: Annual Report, Note 26 to each set of Financial Statements (Pension and other post-employment benefit plans) (415-429 and 571-585)

C – Board practices.

1: Annual Report, 222-232

2: Annual Report, 260-304, and Note 32 to each set of Financial Statements (Related parties) (451-453 and 604-606)

3: Annual Report, Audit committee (228) and Compensation Committee (229) 

D—Employees.

Annual Report, Our employees (254-259) 

E—Share Ownership.

Annual Report, 298-300, Note 27 to each set of Financial Statements (Equity participation and other compensation plans) (430-438 and 586-591) and Note 32b to each set of Financial Statements (Equity holdings of key management personnel) (451 and 604)

Item 7.  Major Shareholders and Related Party Transactions.

A—Major Shareholders. 

Annual Report, Group structure and shareholders  (214-215),  Capital structure (216-219) and Voting rights, restrictions and representation (220) 

 

The number of shares of UBS Group AG held by the respective shareholders listed on page 215 of the Annual Report as holding 3% or more of total share capital is as follows:

 

 

Shareholder

Number of shares held

Chase Nominees Ltd., London

363,238,096

DTC (Cede & Co.), New York

255,024,349

Nortrust Nominees Ltd., London

149,368,883

 

The number of shares of UBS AG held by UBS Group AG as of 31 December 2016 was 3,858,408,466 shares.

B—Related Party Transactions.

Annual Report, Loans granted to GEB members (301), Loans granted to BoD members (301)  , and  Note 32 to each set of Financial Statements (Related parties) (451-453 and 604-606)

 

The loans disclosed in such sections (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features.

   

C—Interests of Experts and Counsel.

Not applicable

   

 

 

Item 8.  Financial Information.

A—Consolidated Statements and Other Financial Information.

1, 2, 3, 4, 5, 6: Please see Item 18 of this Form 20-F.

7: Information on material legal and regulatory proceedings is in Note 20 to each set of Financial Statements (Provisions and contingent liabilities) (371-382 and 527-538). 

For developments during the year, please see also the note Provisions and contingent liabilities in the Financial Information section in our respective quarterly reports for the First, Second and Third Quarters 2016, filed on Forms 6-K dated May 3, 2016, July 29, 2016 and October 28, 2016, respectively; as well as the Provisions and contingent liabilities section in the Fourth Quarter 2016 Report, filed on Form 6-K dated January 27, 2017.  The disclosures in each such Quarterly Report speak only as of their respective dates.

8: Annual Report, Our stated capital returns objective is based, in part, on capital ratios that are subject to regulatory change and may fluctuate significantly (54), We are committed to an attractive capital returns policy (27), Distributions to shareholders (219) 

B—Significant Changes.

Annual Report, Note 1 to each set of Financial Statements (Summary of significant accounting policies) (323-342 and 477-497) and Note 35 to each set of Financial Statements (Events after the reporting period) (455 and 608)

Item 9.  The Offer and Listing.

A – Offer and Listing Details.

1,2,3,5,6,7: Not applicable

4: Annual Report, Stock exchange prices (209) 

B—Plan of Distribution.

Not applicable

C—Markets.

Annual Report, Listing of UBS Group AG shares (208)

D—Selling Shareholders.

Not applicable

E—Dilution.

Not applicable

F—Expenses of the Issue.

Not applicable

Item 10.  Additional Information.

A—Share Capital.

Not applicable

B—Memorandum and Articles of Association.

Annual Report, Elections and terms of office (227), Capital structure (216-219),  Organizational principles and structure (227-231), Shareholders' participation rights (220-221), Significant shareholders (215) and Change of control and defense measures (238)

Supplement, 15-20

C—Material Contracts.

The Terms & Conditions of the several series of capital instruments issued to date, and to be issued pursuant to Deferred Capital Contingent Plans, are exhibits 4.1 through 4.12 to this Form 20-F.  These notes are described under Eligible capital and other instruments contributing to our loss-absorbing capacity on pages 185-186 of the Annual Report and Deferred Contingent Capital Plan on page 291 of the Annual Report.

 

The settlement agreements and orders filed as exhibits 4.13 through 4.17 are described in item 5 (Foreign exchange, LIBOR, and benchmark rates, and other trading practices) of Note 20 (Provisions and contingent liabilities) to each set of Financial Statements (379-381 and 535-537).

 

The Asset Transfer Agreement by which certain assets and liabilities of UBS AG were transferred to UBS Switzerland AG is filed as Exhibit 4.18, and is described under Joint liability of UBS Switzerland AG on page 611 of the Annual Report.


 

 

D—Exchange Controls.

There are no restrictions under the Articles of Association of UBS Group AG or Swiss law, as presently in force, that limit the right of non-resident or foreign owners to hold UBS’s securities freely. There are currently no Swiss foreign exchange controls or other Swiss laws restricting the import or export of capital by UBS or its subsidiaries. In addition, there are currently no restrictions under Swiss law affecting the remittance of dividends, interest or other payments to non-resident holders of UBS securities.

E—Taxation.

Supplement, 20-23

F—Dividends and Paying Agents.

Not applicable

G—Statement by Experts.

Not applicable

H—Documents on Display.

UBS files periodic reports and other information with the Securities and Exchange Commission. You may read and copy any document that we file with the SEC on the SEC’s website, www.sec.gov, or at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 (in the United States) or at +1 202 551 8090 (outside the United States) for further information on the operation of its public reference room. Much of this information may also be found on the UBS website at www.ubs.com/investors.  

I—Subsidiary Information.

Not applicable

Item 11.  Quantitative and Qualitative Disclosures About Market Risk.

(a) Quantitative Information About Market Risk.

Annual Report, Market risk (148-158) 

(b) Qualitative Information About Market Risk.

Annual Report, Market risk (148-158) 

(c) Interim Periods.

Not applicable.

Item 12.  Description of Securities Other than Equity Securities.

A – Debt Securities

Not applicable.

B – Warrants and Rights

Not applicable.

C – Other Securities

Not applicable.

D – American Depositary Shares

Not applicable.

Item 13.  Defaults, Dividend Arrearages and Delinquencies.

There has been no material default in respect of any indebtedness of UBS or any of its significant subsidiaries or any arrearages of dividends or any other material delinquency not cured within 30 days relating to any preferred stock of UBS AG or any of its significant subsidiaries.

Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds.

None

Item 15.  Controls and Procedures.

(a)     Disclosure Controls and Procedures

Annual Report, US disclosure requirements (242), and Exhibit 12 to this Form 20-F.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Annual Report, Management’s reports on internal control over financial reporting (308 and 462)

(c) Attestation Report of the Registered Public Accounting Form

Annual Report, Reports of independent registered public accounting firm on internal control over financial reporting (309-310 and 463-464)

(d) Changes in Internal Control over Financial Reporting

None

Item 15T.  Controls and Procedures.

Not applicable


 

 

Item 16A.  Audit Committee Financial Expert.

Annual Report, Audit Committee (228) and Corporate governance  (212-213) 

 

All Audit Committee members have accounting or related financial management expertise and in compliance with the rules established pursuant to the US Sarbanes-Oxley Act of 2002, at least one member, the Chairperson William G. Parrett, qualifies as a financial expert.

Item 16B.  Code of Ethics.

Annual Report, Key principles and policies (245). The Code is published on our website under http://www.ubs.com/1/e/investors/corporategovernance/business_conduct.html

 No waiver from any provision of the Code of Business Conduct and Ethics (the “Code”) was granted to any employee in 2016. 

Item 16C.  Principal Accountant Fees and Services.

Annual Report, Auditors  (239-240) 

 

None of the non-audit services so disclosed were approved by the Audit Committee pursuant to paragraph (c) (7)(i)(C ) of Rule 2-01 of Regulation S-X.   

Item 16D.  Exemptions from the Listing Standards for Audit Committees.

Not applicable

Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Annual Report, Treasury share purchases (207) 

 

UBS does not currently have a share repurchase program.

Item 16F.  Changes in Registrant’s Certifying Accountant.

Not applicable

Item 16G.  Corporate Governance.

Annual Report, Corporate governance  (212-213)

Item 16H. Mine Safety Disclosure.

Not applicable.

Item 17.  Financial Statements.

Not applicable

Item 18.  Financial Statements.

Annual Report, Financial Statements and the Notes to the Financial Statements  (305-670)

Item 19.  Exhibits

Supplement, 24-25

 

 


 

 

Supplemental information

 

Item 4. Information on the Company

B – Business Overview

 

Item 4.B.2.  Geographic breakdown of revenues

 

The operating regions shown in the table below correspond to the management structure of the Group. The allocation of operating income to these regions reflects, and is consistent with, the basis on which the business is managed and its performance evaluated. These allocations involve assumptions and judgments which management considers to be reasonable, and may be refined to reflect changes in estimates or management structure.

 

The main principles of the allocation methodology are that client revenues are attributed to the domicile of the client, and trading and portfolio management revenues are attributed to the country where the risk is managed. This revenue attribution is consistent with the mandate of our regional Presidents. Certain revenues, such as those related to the Corporate Center – Non-core and Legacy Portfolio, are managed at the Group level. These revenues are included in the Global  column.

 

 

CHF billion

 

 

Americas

Asia Pacific