UBS Earnings 2017-12-31

Balance Sheet	Income Statement	Cash Flow

20-F 1 ar1720f.htm 20F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)


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


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

For the fiscal year ended December 31, 2017


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

For the transition period from to .


☐		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 4-5.

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 2017:

UBS Group AG

Ordinary shares, par value CHF 0.10 per share:

3,853,096,603 ordinary shares

(including 132,301,550 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 o		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 o		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 o

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 o

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

	UBS Group AG
Large accelerated filer ☑	Accelerated filer o	Non-accelerated filer ☐ Emerging growth company ☐
	UBS AG
Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☑ Emerging growth company ☐

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


U.S. GAAP o		International Financial Reporting Standards as issued by the International Accounting Standards Board ☑		Other o

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 o

Item 18 o

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 o		No ☑

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

UBS Group AG
Title of each class	Name of each exchange on which registered
Ordinary Shares (par value of CHF 0.10 each)	New York Stock Exchange
UBS AG
Title of each class	Name of each exchange on which registered
E-TRACS Long Platinum Linked to the UBS Bloomberg CMCI Platinum Total Return due May 14, 2018	NYSE Arca
UBS AG FI Enhanced Large Cap Growth ETN due June 19, 2024	NYSE Arca
UBS AG FI Enhanced Europe 50 ETN due February 12, 2026	NYSE Arca
UBS AG FI Enhanced Global High Yield ETN due March 3, 2026	NYSE Arca
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 Linked to the Bloomberg Commodity Index Total Return^SM 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
VelocitySharesTM VIX Tail Risk ETN linked to the S&P 500 VIX Futures Tail Risk Index TR – Short Term due July 18, 2046	NYSE Arca
VelocitySharesTM VIX Variable Long/Short ETN linked to the S&P 500 VIX Futures Variable Long/Short Index TR – Short Term due July 18, 2046	NYSE Arca
VelocitySharesTM VIX Short Volatility Hedged ETN linked to the S&P 500 VIX Futures Short Volatility Hedged Index TR – Short Term due July 18, 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
VelocitySharesTM 1X Long VSTOXX Futures ETN linked to the VSTOXX Short-Term Futures Investable Index due May 3, 2047	BATS BZX
VelocitySharesTM 1X Daily Inverse VSTOXX Futures ETN linked to the VSTOXX Short-Term Futures Inverse Investable Index due May 3, 2047	BATS BZX

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), including to counteract regulatory-driven increases, leverage ratio denominator, liquidity coverage ratio and other financial resources, and the degree to which UBS is successful in implementing changes to its 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 have imposed, or resulted in, or may do so in the future, more stringent or entity-specific 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 will or would have on UBS’s business activities; (v) 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, 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, to proposals in Switzerland and other jurisdictions for mandatory structural reform of banks or systemically important institutions or to other external developments, and the extent to which such changes will have the intended effects; (vi) uncertainty as to the extent to which the Swiss Financial Market Supervisory Authority (FINMA) will confirm limited reductions of gone concern requirements due to measures to reduce resolvability risk; (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, including from changes to US taxation under the Tax Cuts and Jobs Act; (xiv) UBS’s ability to implement new technologies and business methods, including digital services and technologies and ability to successfully compete with both existing and new financial service providers, some of which may not be regulated to the same extent; (xv) limitations on the effectiveness of UBS’s internal processes for risk management, risk control, measurement and modeling, and of financial models generally; (xvi) the occurrence of operational failures, such as fraud, misconduct, unauthorized trading, financial crime, cyberattacks, 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 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 2017 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 6 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 (622-626 and 645-649), Statement of changes in equity (318-321 and 466-469) and UBS shares (205) The exchange rate for the Swiss franc on 2 March 2018, as reported by the Federal Reserve System (H.10 Weekly), was CHF 0.9378 per USD 1. See page 622 and 645 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 (45-56)
Item 4. Information on the Company.
A – History and Development of the Company	1-3: Annual Report, Corporate information and Contacts (7). The registrants' agent is David Kelly, 600 Washington Boulevard, Stamford, CT 06901. 4: Annual Report, Our evolution (12-13), Our strategy (30-31), and pages 34-44 5: Refer to our management discussion and analysis for a description of material acquisitions and divestitures in Annual Report, Global Wealth Management, Personal & Corporate Banking, Asset Management, Investment Bank and Corporate Center (34-44), as applicable; also refer to Note 14 to each set of Financial Statements (Property, equipment and software) (369 and 519). 6-7: Not applicable
B – Business Overview.	1, 2, 5 and 7: Annual Report, 18-33, Note 2a to each set of Financial Statements (Segment reporting) (348-351 and 497-500),and Note 2b to each set of Financial Statements (Segment reporting by geographic location) (352 and 501). See also Supplement (13). 3: Seasonal characteristics (68) 4: Not applicable 6: None 8: Regulation and supervision (21-22) and Regulatory and legal developments (23-26) Supplement (14)

C – Organizational Structure.	Annual Report, Our evolution (12-13) and Note 28 to each set of Financial Statements (Interests in subsidiaries and other entities) (436-444 and 584-592)
D – Property, Plant and Equipment.	Annual Report, Property, plant and equipment (627 and 650), Note 14 to each set of Financial Statements (Property, equipment and software) (369 and 519), Note 31 to each set of Financial Statements (Operating leases and finance leases) (447 and 595).
Information required by Industry Guide 3	Annual Report, Information required by industry guide 3 (628-643 and 651-666) and Selected financial data (622-626 and 645-649).
Item 4A. Unresolved Staff Comments.	None.
Item 5. Operating and Financial Review and Prospects.
A – Operating Results.	Annual Report, Our key figures (5), UBS AG (consolidated) key figures (456), Measurement of performance (32-33), Group performance (59-72), operating results by business division and Corporate Center (73-110), Currency management (181), Capital management (183-207), Risk factors (45-56), Current market climate and industry trends (18-20) Regulatory and legal developments (23-26) and Note 30 to each set of Financial Statements (Changes in organization and disposals) (445-446 and 593-594)
B – Liquidity and Capital Resources.	Annual Report, Substantial changes in the regulation of our businesses may adversely affect our business and our ability to execute our strategic plans (Higher capital and total loss-absorbing capacity requirements increase our costs and Liquidity and funding) (46), 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 (55), Seasonal characteristics (68), Cash flows (182), Interest rate risk in the banking book (153-157), Balance sheet, liquidity and funding management (167-177), Capital management (183-207), Note 23a to each set of Financial Statements (Restricted financial assets) (403 and 553), Currency management (181), Note 13a to each set of Financial Statements (Financial assets available for sale) (369 and 518), Note 18 to each set of Financial Statements (Financial liabilities designated at fair value) (373-374 and 523-524), Note 19 to each set of Financial Statements (Debt issued held at amortized cost) (374-375 and 524-525), Short-term borrowings (635 and 658), Note 12 to each set of Financial Statements (Derivative instruments and hedge accounting) (362-368 and 511-517) and Note 14 to each set of Financial Statements (Property, equipment and software) (369 and 519). 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), Risk Factors (45-56) and Financial and operating performance (57-110), Global Wealth Management (34-35)
E—Off-Balance Sheet Arrangements.	Annual Report, Off-balance sheet (178-180), Note 28c) to each set of Financial Statements (Interests in unconsolidated structured entities) (440-444 and 588-592), Note 23 to each set of Financial Statements (Restricted and transferred financial assets) (403-405 and 553-555) and Note 31 to each set of Financial Statements, Operating leases and finance leases (447 and 595).
F—Tabular Disclosure of Contractual Obligations.	Annual Report, Contractual obligations (180)
Item 6. Directors, Senior Management and Employees.
A – Directors and Senior Management.	1, 2 and 3: Annual Report, 220-236 4, 5: None

B – Compensation.	1: Annual Report, 262-306, Note 27 to each set of Financial Statements (Employee benefits: variable compensation) (428-435 and 578-583) and Note 32 to each set of Financial Statements (Related parties) (448-450 and 596-598) 2: Annual Report, Note 26 to each set of Financial Statements (Pension and other post-employment benefit plans) (413-427 and 563-577)
C – Board practices.	1: Annual Report, 220-231. The term of office for members of the Board of Directors and its Chairman expires after completion of the next Annual General Meeting. The next Annual General Meeting is scheduled on 3 May 2018. 2: Annual Report, 262-306, and Note 32 to each set of Financial Statements (Related parties) (448-450 and 596-598) 3: Annual Report, Audit committee (226) and Compensation Committee (227) Refer to the Supplement (18) for information on UBS AG's Board of Directors' executive sessions.
D—Employees.	Annual Report, Our employees (256-261) and Financial and operating performance (57-110)
E—Share Ownership.	Annual Report, 300-303, Note 27 to each set of Financial Statements (Employee benefits: variable compensation) (428-435 and 578-583) and Note 32b to each set of Financial Statements (Equity holdings of key management personnel) (448 and 596)
Item 7. Major Shareholders and Related Party Transactions.
A—Major Shareholders.	Annual Report, Group structure and shareholders (212-213), Capital structure (214-217) and Voting rights, restrictions and representation (218) The number of shares of UBS Group AG held by the respective shareholders listed on page 213of the Annual Report as holding 3% or more of total share capital is as follows:
	Shareholder	Number of shares held
	Chase Nominees Ltd., London	430,067,754
	DTC (Cede & Co.), New York	255,878,120
	Nortrust Nominees Ltd., London	158,270,547
	The number of shares of UBS AG held by UBS Group AG as of 31 December 2017 was 3,858,408,466 shares.
B—Related Party Transactions.	Annual Report, Loans granted to GEB members (304), Loans granted to BoD members (304) and Note 32 to each set of Financial Statements (Related parties) (448-450 and 596-598) 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) (376-383 and 526-533). 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 2017, filed on Forms 6-K dated April 28, 2017 (UBS Group AG) and May 3, 2017 (UBS AG), July 28, 2017 (UBS Group AG) and August 3, 2017 (UBS AG) and October 27, 2017 (UBS Group AG) and November 1, 2017 (UBS AG), respectively; as well as the Provisions and contingent liabilities section in the Fourth Quarter 2017 Report, filed on Form 6-K dated January 22, 2018. 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 (55), Distributions to shareholders (217)
B—Significant Changes.	Annual Report, Note 1 to each set of Financial Statements (Summary of significant accounting policies) (325-347 and 473-496) and Note 35 to each set of Financial Statements (Events after the reporting period) (452 and 600)
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 (207)
B—Plan of Distribution.	Not applicable
C—Markets.	Annual Report, Listing of UBS Group AG shares (207)
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 (225), Capital structure (214-217), Organizational principles and structure (225-228), Shareholders' participation rights (218-219), Significant shareholders (212-213), Change of control and defense measures (237), Board of Directors (8-9; 220-231), Our compensation governance framework (282-284) and 2017 compensation for the Board of Directors (279-281) 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 4.16 to this Form 20-F. These notes are described under Capital and other instruments contributing to our total loss-absorbing capacity on page 185 of the Annual Report and Deferred Contingent Capital Plan on page 293 of the Annual Report. The settlement agreements and orders filed as exhibits 4.17 through 4.21 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 (381-383 and 531-533). The Asset Transfer Agreement by which certain assets and liabilities of UBS AG were transferred to UBS Switzerland AG is filed as Exhibit 4.22, and is described under Joint liability of UBS Switzerland AG on page 603 of the Annual Report.

D—Exchange Controls.	Other than in relation to economic sanctions, there are no restrictions under the Articles of Association of UBS Group AG or UBS AG, nor under 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, nor restrictions affecting the remittance of dividends, interest or other payments to non-resident holders of UBS securities. The Swiss federal government may impose sanctions on particular countries, regimes, organizations or persons which may create restrictions on exchange of control. A current list, in German, French and Italian, of such sanctions can be found at www.seco-admin.ch. UBS may also be subject to sanctions regulations from other jurisdictions where it operates imposing further restrictions.
E—Taxation.	Supplement (20-22)
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 Group 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 (241), 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 (311 and 458)
(c) Attestation Report of the Registered Public Accounting Firm	Annual Report, Reports of the independent registered public accounting firm on internal control over financial reporting (312 and 459)
(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 (226) and Difference

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

EX-1	exhibit103.htm
EX-1	exhibit104.htm
EX-4	exhibit403.htm
EX-4	exhibit409.htm
EX-4	exhibit411.htm
EX-4	exhibit414.htm
EX-4	exhibit415.htm
EX-4	exhibit416.htm
EX-7	exhibit700.htm
EX-12	exhibit1200.htm
EX-13	exhibit1300.htm
EX-15	exhibit1510.htm
EX-15	exhibit1520.htm

UBS 20F Annual Report

UBS Earnings 2017-12-31