Please wait
secletterubsgroup2025p1i0
 
UBS Group AG
Postfach
8098 Zürich
Todd Tuckner
UBS Group Chief Financial Officer
Tel. +41-44 236 8600
Todd.tuckner@ubs.com
www.ubs.com
Ms. Cara Lubit and Mr. Robert Klein
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington DC 20549-1090
October 10, 2025
UBS Group AG
Form 20-F for the Fiscal Year Ended December 31, 2024
Filed March 17, 2025
File No. 001-36764
Dear Ms. Cara Lubit and Mr. Robert Klein,
We have reviewed the comments
 
raised in the Comment
 
Letter dated September
 
12, 2025 from the
Staff of the Securities and Exchange Commission relating to the annual report on Form 20-F for the
fiscal
 
year
 
ended
 
December
 
31,
 
2024.
 
For
 
your
 
convenience,
 
we
 
have
 
set
 
out
 
the
 
text
 
of
 
each
Comment contained in the Comment Letter, followed by our responses.
Alternative performance measures, page
 
8
We note your disclosure, here and elsewhere,
 
that your alternative performance measures
 
("APMs")
may qualify as non-GAAP measures. Further, we note disclosure that your underlying results, which
are also
 
discussed on
 
page 66,
 
are APMs
 
and are
 
non-GAAP financial
 
measures. In
 
future filings,
please clearly identify
 
all APMs that
 
are considered to
 
be non-GAAP financial
 
measures and to
 
the
extent that they continue to be presented, ensure that you provide required disclosures, including a
reconciliation, under Regulation G and under
 
Item 10(e) of Regulation S-K, as applicable.
UBS response:
 
In future filings, we
 
will clearly identify
 
all non-GAAP measures
 
and include a reference
 
to where the
required disclosure and reconciliation is presented in the filing.
 
The APM definition under Swiss
 
regulations is significantly broader than the
 
definition of non-GAAP
financial measures in Regulation
 
S-K, and hence not
 
all APMs used by
 
us are non-GAAP
 
measures.
For example, “cost/income
 
ratio” calculated as “operating
 
expenses divided by total
 
revenues” is an
APM for purposes
 
of the Swiss
 
rules (as it is
 
a ratio of
 
two required measures) but
 
is not a non-GAAP
financial measure.
With respect
 
to
 
Regulation G,
 
we
 
note
 
that
 
UBS
 
meets the
 
exemptive
 
criteria for
 
foreign
 
private
issuers.
 
secletterubsgroup2025p1i0
 
 
UBS Group AG
Postfach
8098 Zürich
Todd Tuckner
UBS Group Chief Financial Officer
Tel. +41-44 236 8600
Todd.tuckner@ubs.com
www.ubs.com
Group performance
Net fee and commission income, page
 
68
We
 
note
 
your
 
disclosure,
 
here
 
and
 
on
 
page
 
288,
 
that
 
Group
 
Portfolio
 
management
 
and
 
related
services and Investment
 
fund fees totaled $12,323
 
million and $5,767
 
million for 2024, respectively,
and
 
that
 
they
 
are
 
predominantly
 
in
 
Global
 
Wealth
 
Management
 
and
 
Asset
 
Management,
respectively. We also note your disclosure on page
 
382 that Recurring net
 
fee income includes these
revenues. Please expand
 
your disclosure in
 
future filings, here
 
or elsewhere as
 
appropriate, for the
following items:
a.
Discuss
 
the
 
nature
 
of
 
these
 
revenue
 
streams
 
and
 
services,
 
and
 
describe
 
any
 
material
arrangement terms, such as
 
fee structures or fee rates.
 
For example, explain the correlation
 
of
invested assets
 
and fee-generating
 
assets to
 
the corresponding
 
revenue line
 
items at
 
Group
and, where applicable, business division levels.
b.
Disclose
 
how
 
Portfolio
 
management and
 
related
 
services and
 
Investment
 
fund
 
fee
 
revenue
amounts
 
reconcile
 
to
 
the
 
Recurring
 
net
 
fee
 
income
 
and/or
 
any
 
other
 
applicable
 
business
division line amounts presented on pages 73 and
 
79.
c.
To
 
the
 
extent
 
that
 
revenue line
 
items
 
at
 
Group
 
or
 
business
 
division
 
levels
 
are
 
impacted
 
by
multiple change drivers,
 
expand your discussion
 
of period-over-period changes
 
to quantify the
impacts
 
of
 
each
 
material
 
factor
 
(e.g.,
 
acquisition,
 
change
 
in
 
invested
 
asset
 
mix,
 
fee
 
rate
movements, etc.).
UBS response:
UBS discloses
 
revenues in its
 
MD&A in
 
categories, including
 
recurring income
 
and transaction
 
income
for Global Wealth
 
Management and
 
Personal and
 
Corporate Banking
 
and net management
 
fees and
performance fees
 
for Asset
 
Management to
 
provide
 
investors with
 
a
 
better understanding
 
of the
most important
 
revenue sources
 
in these
 
divisions and
 
to facilitate
 
discussion in
 
the MD&A
 
of the
key drivers
 
affecting business
 
division results.
 
Definitions of
 
these measures
 
are included
 
in the
 
MD&A
and the table of Alternative
 
Performance Measures included
 
in the Annual Report.
 
This disclosure is
aligned with how management assesses business
 
performance.
 
With respect to the specific comments:
a.
In future Annual Reports, UBS will
 
expand its discussion of
 
products, services and fee structures
for each business division in “Our strategy, business model and environment” section.
1
Recurring
 
net
 
fee
 
income
 
of
 
GWM
 
includes
 
”fees
 
for
 
services
 
provided
 
on
 
an
 
ongoing
 
basis,
 
such
 
as
 
portfolio
management fees,
 
asset-based investment
 
fund fees
 
and custody
 
fees, which
 
are
 
generated on
 
client assets,
 
and
administrative fees for accounts.” Transaction-based income of GWM includes “the non-recurring portion of net fee
and commission income, mainly
 
composed of brokerage and
 
transaction-based investment fund fees,
 
and credit card
fees, as well as
 
fees for payment and foreign
 
-exchange transactions, together with other
 
net income from financial
instruments measured at fair value through profit or loss”.
Asset Management
 
net management fees,
 
includes fund
 
management fees,
 
and transaction
 
fees, fund
 
administration
revenues (including net interest and trading income from lending activities
 
and foreign-exchange hedging as part of
the fund services offering),
 
distribution fees, incremental fund-related expenses,
 
gains or losses
 
from seed money and
co-investments, funding
 
costs, the
 
negative pass-through
 
impact of
 
third-party performance
 
fees, and
 
other items
that are not Asset Management’s performance fees
secletterubsgroup2025p1i0
 
 
UBS Group AG
Postfach
8098 Zürich
Todd Tuckner
UBS Group Chief Financial Officer
Tel. +41-44 236 8600
Todd.tuckner@ubs.com
www.ubs.com
b.
The MD&A discussion of net fee and commission income
 
in the “Group performance” section
of the MD&A on page 68
 
is based on the breakdown of
 
net fee and commission income
 
that is
disclosed
 
in
 
Note
 
5
 
to
 
the
 
financial
 
statements
 
in
 
line
 
with
 
the
 
requirements
 
under
IFRS
 
15
Revenue from Contracts with Customers
and
 
IFRS 8 Operating Segments.
 
In addition to Global
Wealth
 
Management,
 
Personal
 
&
 
Corporate
 
Banking
 
and
 
Asset
 
Management,
 
our
 
Group
performance disclosure
 
also includes
 
amounts attributable
 
to the
 
Investment Bank
 
and Non-core
& Legacy performance segments,
 
as well as
 
Group Items. A
 
breakdown of third-party
 
fee and
commission income by
 
business division is
 
provided in the
 
footnotes to the
 
table in Note
 
5 to
the financial statements.
The information provided in the MD&A discussion for Global Wealth Management, Personal &
Corporate
 
Banking
 
and
 
Asset
 
Management
 
regarding
 
recurring,
 
transaction-based,
management
 
and
 
performance
 
fees
 
is
 
based
 
on
 
the
 
same
 
amounts
 
and
 
business
 
division
allocation as set
 
forth in Note
 
5 to the
 
financial statements, but is
 
presented on a
 
“net basis”
(that
 
is,
 
after
 
deduction
 
of
 
Fee
 
and
 
commission
 
expense,
 
defined
 
in
 
Note
 
1
 
to
 
the
 
financial
statements
Summary of material accounting policies
 
as “expenses that are directly attributable
to
 
the
 
satisfaction
 
of
 
specific
 
performance
 
obligations
 
associated
 
with
 
the
 
generation
 
of
revenues”) since that is the
 
information used by management
 
in evaluating the performance
 
of
those divisions.
 
In
 
future
 
filings
 
we
 
will
 
add
 
disclosure
 
to
 
more
 
fully
 
explain
 
the
 
Group
 
performance
 
MD&A
disclosure
 
of
 
fee
 
and
 
commission
 
income,
 
with
 
reference
 
to
 
the
 
discussion
 
of
 
recurring,
transaction-based, management and
 
performance fees in
 
the MD&A
 
discussion of the
 
Global
Wealth Management, Personal &
 
Corporate Banking and Asset
 
Management business divisions
and to the net fee and commission income disclosed
 
in Note 5 to the financial statements.
c.
To
 
the extent that
 
revenue line items
 
at the Group
 
or business division
 
levels are impacted
 
by
multiple change
 
drivers, we
 
will enhance
 
our disclosure
 
of period-over-period
 
changes
 
to provide
further
 
quantitative
 
disclosures
 
for
 
each
 
material
 
driver
 
that
 
would
 
enhance
 
an
 
investor’s
understanding of
 
our results
 
and are
 
reflective
 
of information
 
that management
 
considers in
understanding revenue changes.
Please do not hesitate to contact either Todd Tuckner at +41 44 236 8600 (
todd.tuckner@ubs.com
)
or Dominique Crowe at +44 207 567 8158
 
(
dominique.crowe@ubs.com
) if you have any questions
or require additional information.
 
Yours faithfully,
UBS Group AG
/s/ Todd
 
Tuckner
 
/s/ Dominique Crowe
Todd
 
Tuckner
 
Dominique Crowe
UBS AG Chief Financial Officer
 
UBS AG Chief Accounting Officer