6-K 1 edgarkubsagproforma.htm edgarkubsagproforma23
 
 
 
 
 
 
 
 
 
 
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: August 23, 2024
UBS Group AG
(Registrant's Name)
Bahnhofstrasse 45, 8001 Zurich, Switzerland
(Address of principal executive office)
Commission File Number: 1-36764
UBS AG
(Registrant's Name)
Bahnhofstrasse 45, 8001 Zurich, Switzerland
Aeschenvorstadt 1, 4051 Basel, Switzerland
 
(Address of principal executive offices)
Commission File Number: 1-15060
 
Indicate by check mark whether the registrants file or will file annual
 
reports under cover of
Form 20-F or Form 40-
F.
Form 20-F
 
☒
 
Form 40-F
 
☐
This Form 6-K consists of the unaudited pro forma condensed combined financial information
to illustrate
 
the effects
 
of the
 
merger
 
of UBS
 
AG and
 
Credit Suisse
 
AG as
 
of 30
 
June 2024,
which appears immediately following this page.
MERGER BETWEEN UBS AG AND CREDIT SUISSE AG
Pursuant to the merger agreement dated 7 December 2023
 
between UBS AG (“UBS Parent Bank”) and Credit Suisse AG (“Credit
Suisse Parent Bank”),
 
and in accordance with applicable provisions of Swiss law,
 
on 31 May 2024 Credit Suisse Parent Bank
merged with and into UBS Parent Bank. UBS Parent Bank being
 
the absorbing company continues to operate and Credit Suisse
Parent Bank being the absorbed company ceased to exist (the “Transaction”).
 
Under the terms of the merger agreement, all of the
outstanding ordinary shares of Credit Suisse Parent Bank were cancelled;
 
no consideration was paid as all of the outstanding
shares of each of UBS Parent Bank and Credit Suisse Parent Bank were
 
owned by UBS Group AG.
 
 
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
 
INFORMATION
All amounts in this section are in US dollars (USD) unless otherwise specified.
 
The abbreviation “bn” is used to represent
“billion”. The abbreviation “m” is used to represent “million”. The
 
abbreviation “CHF” is used to represent “Swiss francs”.
Numbers presented throughout this section may not add up precisely to the totals provided
 
in the tables and text due to rounding.
 
The following unaudited pro forma condensed combined financial information
 
is intended to illustrate the effect of the
Transaction (as previously defined) and comprises
 
the following:
•
the unaudited pro forma condensed combined income statement of
 
UBS AG for the six-month period ended 30 June
2024, prepared as if the Transaction occurred on
 
1 January 2023 (and the merger between UBS Group AG and Credit
Suisse Group AG (“Group merger”) occurred just before
 
the Transaction); and
•
the unaudited pro forma condensed combined income statement of
 
UBS AG for the year ended 31 December 2023,
prepared as if the Transaction occurred on 1 January
 
2023 (and the Group merger occurred just before the
Transaction).
An unaudited pro forma condensed combined balance sheet as of 30
 
June 2024 is not presented or required as the balance sheet in
UBS AG’s Interim Report on Form
 
6-K for the six-month period ended 30 June 2024, filed with the SEC on 23 August 2024,
includes the effect of the Credit Suisse AG merger.
The Transaction is a business combination of
 
entities under common control (a “common control transaction”) as defined under
IFRS 3
Business Combinations
 
since UBS Group AG is the common 100% shareholder of the two entities as of
 
12 June 2023,
when the Group merger occurred, and it controls
 
the two businesses merged before and after the Transaction.
 
IFRS 3
Business
Combinations
 
specifically scopes out such transactions; therefore, the application of the acquisition
 
method is not required.
Instead, in the absence of a specific IFRS Accounting Standards requirement, UBS Parent
 
Bank applied the
carry over basis
 
(also
referred to as the predecessor accounting method) consistent with previous UBS group
 
-internal legal entity transactions and as
commonly applied under Swiss regulations.
Under the carry over basis, the IFRS Accounting Standards-equivalent
 
financial statement carrying amounts of Credit Suisse
Parent Bank are added across each line item with the UBS Parent Bank financial
 
statement amounts, as at the transaction date. No
adjustments are made to reflect, for example, the fair value of amortized
 
cost assets and the fair value of non-financial assets and
liabilities that were recorded in the UBS Group AG consolidated financial
 
statements as a result of applying the acquisition
method as required under IFRS 3
Business Combinations
 
on 31 May 2023 for the acquisition of Credit Suisse Group AG (note
that with the acquisition date of 12 June 2023, for convenience the Credit Suisse Group
 
was consolidated with effect from 31 May
2023, as the effect of transactions and activities in the period from
 
31 May 2023 to 12 June 2023 on the consolidated financial
statements was not material).
 
The unaudited pro forma condensed combined financial information
 
is presented for illustrative purposes only and reflects
estimates and assumptions made by UBS Parent Bank’s
 
management that it considers reasonable. The unaudited pro forma
condensed combined financial information does not purport to represent
 
what UBS Parent Bank’s actual results of
 
operations or
financial condition would have been had the Transaction
 
occurred on 1 January 2023, nor is it necessarily indicative of future
results of operations or financial condition. Adjustments enumerated
 
in this document are pro forma in nature and are relevant for
the combination of the UBS Parent Bank and Credit Suisse Parent Bank only.
 
Such adjustments are not relevant for UBS Group
consolidated reporting, unless otherwise disclosed in the audited consolidated
 
financial statements of UBS Group AG as of and
for the year ended 31 December 2023, included in the UBS Group
 
AG Annual Report,
 
or in the unaudited,
 
interim consolidated
financial statements of UBS Group AG as of and for the six-month period
 
ended 30 June 2024.
The unaudited pro forma condensed combined financial information
 
does not reflect expense efficiencies, asset dispositions or
business reorganizations that are or may be contemplated,
 
or any cost or revenue synergies, including any potential
 
restructuring
actions.
The unaudited pro forma condensed combined income statement
 
for the year ended 31 December 2023 should be read in
conjunction with the consolidated financial statements of UBS Parent Bank and Credit
 
Suisse Parent Bank and the accompanying
notes included in UBS Parent Bank’s
 
and Credit Suisse Parent Bank’s
 
2023 Annual Reports on Form 20-F and 2023 interim
financial reports on Form 6-K, as well as the additional disclosures contained
 
therein. The unaudited pro forma condensed
combined income statement of UBS Parent Bank for the six-month period
 
ended 30 June 2024
 
should be read in conjunction with
the consolidated financial statements of UBS Parent Bank and the
 
accompanying notes included in UBS Parent Bank’s
 
interim
financial report on Form 6-K for the six-month period ended 30 June 2024,
 
and the additional disclosures contained therein.
 
These
documents are available on UBS’s website
 
at www.ubs.com/investors
 
and at the SEC’s website at www.sec.gov.
 
edgarkubsagproforma23p5i0
Unaudited Pro Forma Condensed Combined Income Statement
 
for the six-month period ended 30 June 2024
1
Reflects the pre-merger unaudited historical condensed
 
income statement of Credit Suisse Parent Bank for the five-month
period ended 31 May 2024 derived from Credit Suisse Parent Bank's books and
 
records prepared under IFRS Accounting
Standards.
 
Refer to Note 1 in the explanatory notes for further information.
2
Refer to Note 3l) in the explanatory notes for further information.
See accompanying notes.
 
edgarkubsagproforma23p6i0
Unaudited Pro Forma Condensed Combined Income Statement
 
for the year ended 31 December 2023
1
Reflects the U.S. GAAP income statement of Credit Suisse Parent Bank
 
for the year ended 31 December 2023, translated to
US dollars using an average rate of 1.12 (CHF/USD) and reflecting presentation
 
reclassification adjustments applied to
conform with UBS Parent Bank’s consolidated
 
financial statement presentation. Refer to Note 2 in the explanatory notes for
further information.
2
Refer to Note 3 in the explanatory notes for further information.
3
Includes 15,483m relating to the cancellation of additional tier 1 capital obligations
 
of Credit Suisse Parent Bank to Credit
Suisse Group AG that were written down concurrently with the FINMA ordered
 
write-down of the additional tier 1 capital
instruments of Credit Suisse Group AG.
See accompanying notes.
 
 
Explanatory notes to unaudited pro forma condensed combined
 
financial information
(in USDm except where otherwise indicated)
Note 1: Basis of preparation
The unaudited pro forma condensed combined income statements
 
for the year ended 31 December 2023 and the six-month period
ended 30 June 2024 were prepared as if the Transaction
 
occurred on 1 January 2023.
No adjustments have been reflected in the unaudited pro forma condensed
 
combined income statements
 
for the effects of items
that have been considered to be immaterial.
The unaudited pro forma condensed combined income statement
 
for the year ended 31 December 2023 was prepared based on the
audited consolidated income statements of UBS Parent Bank and Credit
 
Suisse Parent Bank respectively for the year ended
31 December 2023, as well as other relevant information.
 
The unaudited pro forma condensed combined income statement should
therefore be read in conjunction with the following consolidated financial
 
statements, including the notes thereto:
 
•
the audited consolidated financial statements of UBS AG as of and for the year ended 31
 
December 2023, which have
been prepared in accordance with IFRS Accounting Standards and
 
are included in the UBS AG Annual Report; and
•
the audited consolidated financial statements of Credit Suisse AG as of and for
 
the year ended 31 December 2023, which
have been prepared in accordance with U.S. GAAP and are included in the Credit
 
Suisse AG Annual Report.
The Credit Suisse Parent Bank historical consolidated income statements were
 
prepared in accordance with U.S. GAAP and
presented in Swiss francs (CHF). For purposes of the unaudited pro forma condensed
 
income statement for the year ended 31
December 2023, the Credit Suisse Parent Bank income statement for the year
 
ended 31 December 2023 prepared under U.S.
GAAP has been adjusted to conform to the recognition, measurement
 
and presentation requirements of IFRS Accounting
Standards and presented in US dollars (USD), which is the presentation
 
currency of UBS Parent Bank. Income statement
information for the year ended 31 December 2023 available for Credit
 
Suisse Parent Bank in CHF has been translated to USD
using an average rate of 1.12 (CHF/USD).
Presentation reclassification adjustments applied to Credit Suisse Parent Bank’s
 
consolidated income statement to conform with
UBS Parent Bank’s IFRS consolidated
 
income statement presentation are set out in Note 2 below.
Transaction accounting adjustments include
 
certain pro forma preliminary adjustments to conform Credit Suisse Parent Bank’s
U.S. GAAP consolidated income statement to UBS Parent Bank’s
 
IFRS accounting policies, as well as certain combination
adjustments,
 
are set out in Note 3 below.
Following the acquisition by UBS Group AG, Credit Suisse transitioned
 
its accounting systems to IFRS. From 1 January 2024,
Credit Suisse Parent Bank has been producing IFRS financial information
 
directly from its accounting systems without conversion
from U.S. GAAP.
 
During the first half of 2024 Credit Suisse Parent Bank modified its IFRS accounting
 
systems to accommodate
the integration of its financial information into UBS AG on a common control
 
basis from the actual merger date of 31 May 2024.
Accordingly, the
 
Credit Suisse Parent Bank pro forma IFRS income statement amounts for the five-month
 
period ended 31 May
2024,
 
derived from its IFRS books and records,
 
have been extracted directly from its accounting systems.
 
The UBS Parent Bank unaudited pro forma condensed combined income statement
 
for the six-month period ended 30 June 2024
was sourced from (i) the historical consolidated income statement
 
of UBS Parent Bank contained in its Interim Report 6-K for the
six-month period ended 30 June 2024 and (ii) the unaudited historical condensed
 
IFRS consolidated income statement of Credit
Suisse Parent Bank on a common control basis for the five-month period
 
ended 31 May 2024 derived from its IFRS books and
records and other information available. As the actual merger
 
was effected on 31 May 2024, UBS Parent Bank’s
 
unaudited
historical condensed consolidated income statement for the six-month period
 
ended 30 June 2024 contains Credit Suisse Parent
Bank’s consolidated income
 
statement activity for the month of June 2024. Collectively,
 
the two sources represent consolidated
income statement activity of both UBS Parent Bank and Credit Suisse Parent Bank for
 
the six-month period ended 30 June 2024.
A transaction accounting adjustment was applied to eliminate consolidated
 
income statement balances arising from intercompany
exposures and transactions between UBS Parent Bank and Credit Suisse Parent
 
Bank during the five-month period ended 31 May
2024, as set out in Note 3l) below.
Note 2: Presentation reclassification adjustments
Presentation reclassification adjustments have been applied to Credit Suisse Parent Bank’s
 
consolidated income statement for the
year ended 31 December 2023 in order to conform with UBS Parent Bank’s
 
consolidated income statement presentation.
 
The table below shows the reclassification of historical Credit Suisse Parent Bank U.S. GAAP
 
consolidated income statement
lines for the year ended 31 December 2023 from the Credit Suisse Parent Bank presentation
 
(horizontal captions and amounts) to
the respective UBS Parent Bank consolidated income statement structure
 
(U.S. GAAP reclassified) (vertical captions and
amounts).
 
The Credit Suisse Parent Bank consolidated income statement amounts are presented
 
in USD and have been translated
from CHF as indicated in Note 1 above.
edgarkubsagproforma23p8i0
Credit Suisse AG consolidated income statement for
 
the year ended 31 December 2023
9
Note 3: Transaction
 
accounting adjustments
Transaction accounting adjustments include
 
certain pro forma preliminary adjustments to conform Credit Suisse Parent Bank’s
U.S. GAAP consolidated income statement for the year ended 31
 
December 2023 to UBS Parent Bank’s IFRS accounting
policies.
 
These were not required for Credit Suisse Parent Bank’s
 
consolidated income statement for the five-month period ended
31 May 2024 as it already materially conforms to UBS Parent Bank’s
 
IFRS accounting policies. Other transaction accounting
adjustments applied to both unaudited pro forma condensed combined
 
income statements include certain combination
adjustments.
All pro forma adjustments have been considered on a pre-
 
and post-tax basis. UBS Parent Bank’s internal
 
tax assessment
concluded that there are estimated tax impacts arising from the pre-tax adjustments
 
set out in this section. Refer to Note 3k) for
further detail. This assessment included certain assumptions and
 
represents UBS Parent Bank’s best estimate as to
 
the likely tax
impacts. The assessment could change as further information becomes
 
available, including how the entities and businesses in each
location will be reorganized, receipt of revised profit forecasts for
 
those entities, and discussions with the relevant tax authorities.
 
The following notes reference the unaudited pro forma condensed combined
 
income statement for the year ended 31 December
2023 and the unaudited pro forma condensed combined income statement
 
for the six-month period ended 30 June 2024, as
applicable.
a)
Credit Suisse Parent Bank consolidated accounts under U.S. GAAP applied
 
equity settled accounting for share-based
payments that it will settle using shares of its parent (rather than its own shares).
 
Under IFRS Accounting Standards, a
subsidiary delivering its parent’s shares
 
is required to treat such schemes as cash settled. In addition, compensation
expense has been retrospectively recalibrated to reflect the estimated impact
 
of a conversion from Credit Suisse
Group AG shares to UBS Group AG shares (leveraging the conversion rate
 
taken for the Group merger on 12 June
2023) as of 1 January 2023, with a consequential decrease in share-based
 
compensation expense of 98m (“Personnel
expenses”) for the year ended 31 December 2023. This adjustment is non
 
-recurring in nature.
b)
The Credit Suisse Bank Swiss pension plan has been accounted for as a defined contribution
 
plan under U.S. GAAP,
and under IFRS Accounting Standards it is accounted for as a defined benefit
 
plan. “Personnel expenses” include an
estimated pro forma adjustment of 194m for the year ended 31 December 2023
 
that reflects, primarily,
 
additional
expenses recognized under IFRS Accounting Standards to align future
 
Swiss pension benefits of the Credit Suisse
pension plan to the UBS pension plan.
 
c)
Under IFRS Accounting Standards, Day 1 gains on financial instruments,
 
after taking account of any valuation
adjustments, are recognized in the income statement only when their
 
fair value is evidenced by an observable market
source. A similar restriction does not exist under U.S. GAAP.
 
For pro forma purposes the transaction is assumed to
have occurred on 1 January 2023. Therefore, U.S. GAAP net gains of
 
65m on financial instrument trading
transactions executed in 2023 that were based on unobservable market
 
sources have been reversed.
 
d)
For the purpose of the unaudited pro forma condensed combined financial
 
information, differences between
accounting for expected credit losses between U.S. GAAP and IFRS Accounting
 
Standards have been considered.
Under U.S. GAAP,
 
higher provisioning in comparison with IFRS Accounting Standards
 
is driven by expected credit
losses being measured over a credit exposure’s
 
lifetime as opposed to the staging approach under IFRS Accounting
Standards.
 
Accordingly, a pro forma
 
reduction of 86m in “Credit loss expense / (release)” in the consolidated income
statement for the year ended 31 December 2023 has been made in order
 
to reduce the larger Credit Suisse Parent
Bank U.S. GAAP expected credit loss expense on non-impaired exposures to the
 
lower IFRS Accounting Standards
amount.
e)
Under U.S. GAAP,
 
recycling of own credit gains and losses to the income statement is recognized
 
upon derecognition
of the related financial instrument. Under IFRS Accounting Standards there
 
is no recycling to the income statement
and the balances are recognized, and remain in, retained earnings within
 
equity. An estimated adjustment
 
of 123m for
the year ended 31 December 2023 has been made to reverse the gains recognized
 
in the consolidated income
statement under U.S. GAAP for the Credit Suisse Parent Bank, reflected as a reduction
 
to “Other net income from
financial instruments measured at fair value through profit or loss”.
f)
Reflects an adjustment to recognize an estimated 697m provision for onerous contracts,
 
representing UBS
management decisions for a service arrangement that were taken in connection
 
with the Group merger.
 
Under U.S.
GAAP,
 
onerous contract provisions cannot be recognized while the respective
 
contract is still in use; under IFRS
Accounting Standards,
 
such provisions are recognized based on a management decision to reduce
 
usage at a future
date on a contract with cost commitments.
 
The associated income statement charge to “General and
 
administrative
expenses” has been reflected in the unaudited pro forma condensed combined
 
income statement for the year ended
31 December 2023. This adjustment is non-recurring in nature.
 
10
g)
A charge of 100m to “General and administrative expenses” has
 
been reflected in the pro forma income statement for
the year ended 31 December 2023 for real estate onerous contract provisions in
 
connection with decisions to vacate
certain premises post the Group merger.
 
Under U.S. GAAP,
 
onerous contract provisions cannot be recognized while
the respective contract is still in use; under IFRS Accounting Standards
 
,
 
such provisions are recognized based on a
management decision to reduce usage on a contract with cost commitments
 
.
 
This adjustment is non-recurring in
nature.
h)
A charge of 200m to “General and administrative expenses” has been
 
reflected in the pro forma income statement for
the year ended 31 December 2023 to increase provisions relating to a difference
 
in policy between Credit Suisse
Parent Bank under U.S. GAAP and UBS Parent Bank under IFRS Accounting
 
Standards, where certain provisions are
measured using the low point in a range under U.S. GAAP but measured at the mid-point
 
under IFRS Accounting
Standards (when each point in a range is as likely as any other). This adjustment
 
is non-recurring in nature.
i)
The U.S. GAAP cash flow hedge Other Comprehensive Income (“OCI”) balance
 
of the Credit Suisse Parent Bank
was set to zero as of the Group merger date, which, for the purpose of
 
the pro forma condensed combined income
statement, was as of 1 January 2023.
 
An adjustment has been made to “Net interest income” to reflect the reversal of
an estimated 579m
 
loss related to the difference between the amortization
 
of cash flow hedge OCI under U.S. GAAP
and the estimated amount that would have been recognized for
 
the year ended 31 December 2023 following the reset
of the cash flow hedge OCI balance to zero as of 1 January 2023.
j)
The acquisition of Credit Suisse Group AG by UBS Group AG on 12 June 2023
 
was made without the ordinary due
diligence procedures and outside the conventional time frame for an acquisition
 
of this scale and nature. As such,
complete information about all relevant facts and circumstances as of the acquisition
 
date was not practically
available to UBS at the time when the initial acquisition accounting was applied for the
 
purpose of the UBS Group
second quarter 2023 report, with the amounts that form part of the
 
business combination accounting therefore
considered provisional and subject to further measurement period
 
adjustments if new information about facts and
circumstances existing on the date of the acquisition were to be obtained
 
within one year from the acquisition date.
In the second quarter of 2024, in light of the additional information about circumstances
 
existing on the acquisition
date that became available to management, IFRS 3 measurement period adjustments
 
of 0.2bn were made in relation to
provisions and contingent liabilities. In addition, fair value measurement
 
adjustments of 0.3bn were made to the
acquisition date fair values of exposures associated with Russia, as well as other positions
 
in Non-core and Legacy,
following the completion of a detailed review.
 
The adjustments reflect management’s
 
final conclusions on critical
assumptions and judgments in respect of the consolidated financial
 
statements of UBS Group AG, which are within a
range of reasonably possible outcomes, relating to significant uncertainties
 
that existed on the acquisition date.
 
Of the 0.5bn of measurement period adjustments resulting in a reduction in
 
the carrying amount of net assets for UBS
Group AG, 122m related to facts and circumstances relevant for financial
 
reporting of the Credit Suisse Parent Bank
under IFRS Accounting Standards as of the date of the acquisition of
 
Credit Suisse Group AG by UBS Group AG.
This has resulted in pro forma charges
 
to “Credit loss expense / (release)” and “Other net income from financial
instruments measured at fair value through profit or loss” of 104m
 
and 18m, respectively. For pro
 
forma reporting
purposes, this income statement impact has been presented in the earliest pro
 
forma condensed combined income
statement period, being the year ended 31 December 2023. This adjustment
 
is non-recurring in nature.
k)
Income tax expense / (benefit) has been analyzed in light of the pre
 
-tax adjustments made in the unaudited condensed
combined pro forma income statement.
 
Accordingly, a pro forma
 
credit adjustment of 30m has been reflected in “Tax
expense / (benefit)” for the year ended 31 December 2023 in respect of
 
estimated pre-tax pro forma adjustments that
relate to legal entities whose tax positions give rise to a tax impact, and other
 
tax adjustments.
 
As a result of analyzing current and deferred tax balance sheet positions as of 31
 
December 2023 of the individual
entities contained in the Credit Suisse Parent Bank consolidation perimeter
 
,
 
a deferred tax benefit of 245m has been
recognized as an additional credit to “Tax
 
expense / (benefit)” for the year ended 31 December 2023 reflecting
revaluations for the US and Singapore branches of Credit Suisse AG based on combined
 
profit forecasts following
completion of the Transaction.
 
All pro forma pre-tax adjustments for Credit Suisse Parent Bank’s
 
consolidated income statement for the year ended
31 December 2023 have been considered and no further tax expense or benefit
 
has been recognized in connection
with the pre-tax adjustments in the unaudited pro forma condensed
 
combined income statement as it is assumed that
the other pre-tax adjustments will either not be recognized for tax purposes, or
 
they will generally relate to entities
with tax losses carried forward that are not recognized as deferred tax assets. Any changes
 
to the unaudited pro forma
condensed combined income statement for the year ended 31 December
 
2023 in respect of these entities would,
therefore, only affect the amount of their unrecognized
 
tax losses carried forward and would have no impact on their
tax expenses or benefits for the year ended 31 December 2023. This assessment includes
 
assumptions and represents
UBS Parent Bank’s best estimate as to the
 
likely tax impacts. The assessment could change as further information
becomes available, including how the entities and businesses of Credit Suisse Parent Bank
 
in each location will be
reorganized, receipt of revised profit forecasts for those entities, and
 
discussions with the relevant tax authorities.
 
11
l)
UBS Parent Bank has reviewed exposures and transactions with Credit Suisse Parent Bank
 
to identify intercompany
income statement amounts for the year ended 31 December 2023
 
and the five-month period ended 31 May 2024. The
only material intercompany income statement amounts impacting the
 
line items presented relate to the remuneration
of staff seconded from Credit Suisse Parent Bank to UBS Parent Bank.
 
Remuneration for such staff is recognized by
Credit Suisse Parent Bank in “Other income” while UBS Parent Bank records
 
the equal and opposite expense in
“General and administrative expenses”. Accordingly,
 
intercompany secondment income and expense of 173m,
recognized during the year ended 31 December 2023, and 479m, recognized
 
during the five-month period ended 31
May 2024, have been eliminated.
 
This Form
 
6-K is
 
hereby incorporated
 
by reference
 
into (1)
 
the registration
 
statement of
 
UBS AG
 
on
Form F-3
 
(Registration Numbers 333-263376
 
and 333-278934), 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 Forms 6-K 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/ Steffen Henrich_______________
_
Name:
 
Steffen Henrich
Title:
 
Group Controller
 
By: _/s/ David Kelly_________________
_
Name:
 
David Kelly
Title:
 
Managing Director
 
UBS AG
By: _/s/ Steffen Henrich_______________
_
Name:
 
Steffen Henrich
Title:
 
Controller
 
By: _/s/ David Kelly_________________
_
Name:
 
David Kelly
Title:
 
Managing Director
 
Date:
 
August 23, 2024