SecProbe.io

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CORRESP

 UBS Group AG

Bahnhofstrasse 45,

 8001 Zurich,
Switzerland

 UBS AG

Bahnhofstrasse 45,

 8001 Zurich,
Switzerland

 Aeschenvorstadt 1,

4051 Basel, Switzerland

 UBS
Americas Inc.

 11 Madison Avenue

New York, NY 10010

February 17, 2026

 Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance,

100 F Street, N.E.,

 Washington,
D.C. 20549.

Attention:

Madeleine Joy Mateo

Re:

 UBS Group AG, UBS AG and UBS Americas Inc.

Registration Statement on Form F-3

File No. 333-293403

 Dear Ms. Mateo:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, UBS Group AG, UBS AG and UBS Americas Inc. hereby respectfully request that
the effectiveness of the above-referenced Registration Statement on Form F-3 be accelerated so that it will be declared effective at 4:30 p.m. (EST), on February 19, 2026, or as soon as practicable
thereafter, unless UBS Group AG, UBS AG or UBS Americas Inc. notifies you otherwise prior to such time.

 *  *   *

U.S. Securities and Exchange Commission

-2-

 Please do not hesitate to contact John Horsfield-Bradbury of Sullivan & Cromwell LLP
by telephone (+44 20 7959 8491) or email (horsfieldbradburyj@sullcrom.com) with any questions or comments regarding this filing.

In addition, please inform Mr. Horsfield-Bradbury when this request for acceleration has been granted.

Very truly yours,

-3-

UBS Group AG

By:

 /s/ David Kelly

Name:

David Kelly

Title:

Managing Director

By:

 /s/ Ella Copetti-Campi

Name:

Ella Copetti-Campi

Title:

Executive Director

UBS AG

By:

 /s/ David Kelly

Name:

David Kelly

Title:

Managing Director

By:

 /s/ Ella Copetti-Campi

Name:

Ella Copetti-Campi

Title:

Executive Director

UBS Americas Inc.

By:

 /s/ Patrick Shilling

Name:

Patrick Shilling

Title:

Managing Director

By:

 /s/ Maria Chiodi

Name:

Maria Chiodi

Title:

Managing Director

cc:
 John Horsfield-Bradbury

(Sullivan & Cromwell LLP)

January 12, 2026
Sergio P. Ermotti
Chief Executive Officer
UBS Group AG
Bahnhofstrasse 45
8001 Zurich, Switzerland
Re:UBS Group AG
Draft Registration Statement on Form F-3
Submitted January 7, 2026
CIK No. 0001610520
Dear Sergio P. Ermotti:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya Aldave at 202-551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:John Horsfield-Bardbury, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 November 17, 2025

Todd Tuckner
Chief Financial Officer
UBS Group AG
Bahnhofstrasse 45
CH-8001 Zurich, Switzerland

 Re: UBS Group AG
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-36764
Dear Todd Tuckner:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
</TEXT>
</DOCUMENT>

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 secletterubsgroup2025

 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.

 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 1 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

 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

<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 12, 2025

Todd Tuckner
Chief Financial Officer
UBS Group AG
Bahnhofstrasse 45
CH-8001 Zurich, Switzerland

 Re: UBS Group AG
 Form 20-F for Fiscal Year Ended December 31, 2024
 Filed March 17, 2025
 File No. 001-36764
Dear Todd Tuckner:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended December 31, 2024
Alternative performance measures, page 8

1. 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.
Group performance
Net fee and commission income, page 68

2. 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
 September 12, 2025
Page 2

 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:
 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.
 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.
 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.).

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Cara Lubit at 202-551-5909 or Robert Klein at
202-551-3847 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
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UBS Group AG

Bahnhofstrasse 45,

8001 Zurich, Switzerland

Credit Suisse AG

Paradeplatz 8,

8001 Zurich, Switzerland

Credit Suisse (USA), Inc.

Eleven Madison Avenue

New York, New York 10010

June 14, 2023

Via EDGAR

United States Securities and Exchange
Commission

Division of Corporation
Finance

Office of Manufacturing

100 F Street N.E.

Washington, D.C. 20549

    Attention:
    Ms.
    Tonya K. Aldave

    Re:
    UBS Group AG

    Registration Statement on Form
    F-3, as amended

    File No. 333-272452

Dear Ms. Aldave:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, UBS Group AG, Credit Suisse AG and Credit Suisse (USA), Inc. hereby respectfully request
that the effectiveness of the above-referenced Registration Statement on Form F-3 be accelerated so that it will be declared effective
at 9:30 a.m. Eastern Time on June 15, 2023, or as soon as practicable thereafter.

*            *            *

  U.S. Securities and Exchange Commission
  -2-

Please do not hesitate
to contact John Horsfield-Bradbury of Sullivan & Cromwell LLP by telephone (+44 20 7959 8491) or email (horsfieldbradburyj@sullcrom.com)
with any questions or comments regarding this filing.

In addition, please
inform Mr. Horsfield-Bradbury when this request for acceleration has been granted.

    Very truly
yours,

    UBS
    Group AG

    By:
    /s/
    David Kelly

    Name:
    David
    Kelly

    Title:

    Managing Director

    By:
    /s/
    Ella Campi

    Name:
    Ella
    Campi

    Title:
    Executive Director

    Credit
    Suisse AG

    By:
    /s/
    Christopher Chadie

    Name:
    Christopher
    Chadie

    Title:

    Authorized
    Person

    By:
    /s/
    Noah Lee

    Name:
    Noah
    Lee

    Title:
    Authorized
    Person

    Credit Suisse (USA), Inc.

    By:
    /s/
    Christopher Chadie

    Name:
    Christopher
    Chadie

    Title:
    Assistant
    Treasurer

  U.S. Securities and Exchange Commission
  -3-

    cc:
    Federica Pisacane-Rohde

    (UBS Group AG)

    John Horsfield-Bradbury

    (Sullivan & Cromwell LLP)

    Jennifer Knesel Beaudry

    (Credit Suisse AG)

    Sebastian R. Sperber

    (Cleary Gottlieb Steen & Hamilton LLP)

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CORRESP

 Marc O. Williams

 +1 212 450 6145

marc.williams@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue

 New York, NY 10017

 June 9, 2023

Re:
 UBS Group AG

Amendment No. 3 to

Registration Statement on Form F-4

Filed June 6, 2023

 File No. 333-271453

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street, N.E.

 Washington, DC 20549

Ladies and Gentlemen:

 As discussed with the Staff (the
“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to UBS Group AG’s Amendment No. 3 to Registration Statement (the “Third Amended Registration
Statement”) on Form F-4 and the correspondence submitted by UBS Group AG on June 8, 2023, UBS Group AG hereby confirms to the Staff that the failure to transition to UBS Group entities (or a
third party) the services provided by Credit Suisse group companies to US registered investment companies would not have a material effect on the Combined Group.

In addition, UBS Group AG is submitting this correspondence with additional proposed changes to the previously submitted proposed changes to the Third Amended
Registration Statement (the “Additional Proposed Changes”). The Additional Proposed Changes will be included in UBS Group AG’s Amendment No. 4 to Registration Statement on Form
F-4.

 ***

Should any questions arise, please do not hesitate to contact me at (212) 450 6145 (tel) or marc.williams@davispolk.com, John B. Meade at (212) 450 4077 (tel)
or john.meade@davispolk.com, or Evan Rosen at (212) 450 4505 (tel) or evan.rosen@davispolk.com. Thank you for your time and attention.

 Very truly yours,

/s/ Marc O. Williams

 cc:

Sergio P. Ermotti, Group Chief Executive Officer

 David Kelly,
Managing Director

2

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CORRESP

 June 9, 2023

 VIA
EDGAR

Re:
 UBS Group AG

Registration Statement on Form F-4

File No. 333-271453

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Finance

 100 F Street, N.E.

Washington, DC 20549

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, UBS Group AG (the “Company”) hereby requests acceleration of effectiveness
of its registration statement on Form F-4 (File No. 333-271453), as amended (the “Registration Statement”), to 4:30 p.m. Eastern Time on June 9, 2023 or as soon as practicable
thereafter.

 The Company hereby authorizes Marc O. Williams of Davis Polk & Wardwell LLP to orally modify or withdraw this request for
acceleration.

 Please contact Mr. Williams at (212) 450 6145 or marc.williams@davispolk.com with any questions you may have concerning this letter,
or if you require any additional information. Please notify Mr. Williams when this request for acceleration of effectiveness of the Registration Statement has been granted.

 Very truly yours,

UBS GROUP AG

By:

 /s/ David Kelly

Name:

David Kelly

Title:

Managing Director

cc:
 Sergio P. Ermotti, Group Chief Executive Officer

Marc O. Williams, Davis Polk & Wardwell LLP

John B. Meade, Davis Polk & Wardwell LLP

Evan Rosen, Davis Polk & Wardwell LLP

CORRESP
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CORRESP

 Marc O. Williams

 +1 212 450 6145

marc.williams@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue
New York, NY 10017

 June 8, 2023

Re:
 UBS Group AG

Amendment No. 3 to

Registration Statement on Form F-4

Filed June 6, 2023

 File No. 333-271453

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street, N.E.

 Washington, DC 20549

Ladies and Gentlemen:

 On behalf of our client, UBS Group AG
(“UBS Group AG”), this letter sets forth UBS Group AG’s responses to the comments provided by the Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the
“SEC”) relating to UBS Group AG’s Amendment No. 3 to Registration Statement on Form F-4 (the “Third Amended Registration Statement”) contained in the
Staff’s letter dated June 7, 2023 (the “Comment Letter”). As discussed on the phone, UBS Group AG is submitting this correspondence with proposed changes to the Third Amended Registration Statement that are attached hereto
as Exhibit A (the “Proposed Changes”). The Proposed Changes will be included in UBS Group AG’s Amendment No. 4 to Registration Statement on Form F-4 (the “Fourth Amended
Registration Statement”).

 For the convenience of the Staff, each comment from the Comment Letter is restated in italics prior to the response to
such comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to page numbers and captions in the Proposed Changes.

Third Amended Registration Statement on Form F-4 filed June 6, 2023

Prospectus Summary

 Approvals Required for the
Transaction, page 18

1.
 Refer to your response to comment 2 and your disclosure on pages 19, 26 and 49 that “[a]ny further loss
guarantee exceeding CHF 14 billion, which was not included as part of the Special Ordinance, requires a separate legal basis in the form of a parliamentary approval in the ordinary legislative procedure as well as the commitment credit.”
Please revise to clarify, if true, that the “commitment credit” refers to the process of budgeting and approving the credit for any further loss guarantees approved by the Swiss parliament.

Response:
  UBS Group AG respectfully advises the Staff that the requested changes will be included in the Fourth
Amended Registration Statement. Please see pages 17, 23, 39 and 45 of the Proposed Changes.

 The Merger

Background and Reasons for the Transaction, page 42

2.
 Refer to your response to comment 1. Please revise to clarify that your disclosure on page 44 that
“Credit Suisse has made further repayments of CHF 10 billion on April 20, 2023, CHF 5 billion on May 17, 2023 and the remaining balance of CHF
5 billion on May 30, 2023” refers to the borrowings of CHF 20 billion under the PLB outstanding as of March 31, 2023 and that there are no further amounts outstanding
under the PLB. In addition, please revise your disclosure regarding the PLB on page 20 to clarify, if true, that the “additional facility access fee of 0.25% per annum irrespective of the drawn amount” is 0.25% of CHF
100 billion irrespective of the drawn amount.

Response:

UBS Group AG respectfully advises the Staff that the requested changes will be included in the Fourth Amended Registration Statement. Please see pages 18 and 38 of the Proposed Changes.

 Recent Developments

Customer Account Matters, page 47

3.
 Please briefly describe the civil suits against Credit Suisse Trust Limited in Singapore and Credit Suisse
Life (Bermuda) Ltd. in Bermuda. In this regard, we note the disclosure on page 396 of Credit Suisse’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 that both
civil suits were initiated in 2017 based on findings established in criminal proceedings against a former relationship manager who was found to have exceeded his investment authority in the management of portfolios, resulting in excessive
concentrations of certain exposures and investment losses, and that, on May 6, 2022, the Supreme Court of Bermuda issued an order awarding damages of $607.35 million to the plaintiff, which, as of
July 25, 2022, were held in escrow pending appeal. In addition, please clarify whether any specific amount of damages has been calculated as of any date on or prior to the Singapore International Commercial Court’s
announcement of its findings on May 26, 2023, and disclose this amount. If so, please explain how the experts’ agreement on the amount of damages by June 30, 2023 may increase or decrease this amount.

Response:

UBS Group AG respectfully advises the Staff that the requested changes will be included in the Fourth Amended Registration Statement. Please see pages 42-43 of the Proposed Changes.

 Approvals Required for the Transaction, page 48

4.
 Refer to your response to comment 2. We note your disclosure on page 45 that you expect to remain above your
CET1 capital ratio guidance at completion of the merger. Although your registration statement does not quantify the ratio, we note that the guidance was 13% in your March 19, 2023 investor presentation. Please revise your
disclosure on page 49 to quantify the existing CET1 capital ratio requirement to which UBS Group AG is subject, management’s existing guidance on target capitalization, and to the extent known, the capital ratio to which you will be subject
during the phase-in period. If you do not know the capital ratio to which you will be subject during the phase-in period, please revise to so state.

Response:
 UBS Group AG respectfully advises the Staff that the requested changes will be included in the Fourth Amended
Registration Statement. Please see pages 14 and 46 of the Proposed Changes.

2

5.
 Refer to your response to comment 3. On page 49 you state that “[t]o the extent any of the separate
arrangements or other measures are material and are finalized prior to the effectiveness of the registration statement, UBS Group AG will disclose such material terms in an amendment to the registration statement.” Please revise to clarify, if
true, that by “other measures” you are referring to the measures that are a part of the “separate arrangements.”

Response:

UBS Group AG confirms that the “other measures” are part of the “separate arrangements.” UBS Group AG respectfully advises the Staff that the requested changes will be included in the Fourth Amended Registration
Statement. Please see pages 17 and 45 of the Proposed Changes.

 ***

 Should any
questions arise, please do not hesitate to contact me at (212) 450 6145 (tel) or marc.williams@davispolk.com, John B. Meade at (212) 450 4077 (tel) or john.meade@davispolk.com, or Evan Rosen at (212) 450 4505 (tel) or evan.rosen@davispolk.com. Thank
you for your time and attention.

Very truly yours,

/s/ Marc O. Williams

 cc:

 Sergio P. Ermotti, Group
Chief Executive Officer

 David Kelly, Managing Director

3

United States securities and exchange commission logo
June 7, 2023
Sergio P. Ermotti
Group Chief Executive Officer
UBS Group AG
Bahnhofstrasse 45, 8001
Zurich, Switzerland
Re:UBS Group AG
Amendment No. 3 to
Registration Statement on Form F-4
Filed June 6, 2023
File No. 333-271453
Dear Sergio P. Ermotti:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 26, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-4
Prospectus Summary
Approvals Required for the Transaction, page 18
1.Refer to your response to comment 2 and your disclosure on pages 19, 26 and 49 that
"[a]ny further loss guarantee exceeding CHF 14 billion, which was not included as part of
the Special Ordinance, requires a separate legal basis in the form of a parliamentary
approval in the ordinary legislative procedure as well as the commitment credit."  Please
revise to clarify, if true, that the “commitment credit” refers to the process of budgeting
and approving the credit for any further loss guarantees approved by the Swiss parliament.

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 June 7, 2023 Page 2
 FirstName LastNameSergio P.  Ermotti
UBS Group AG
June 7, 2023
Page 2
The Merger
Background and Reasons for the Transaction, page 42
2.Refer to your response to comment 1.  Please revise to clarify that your disclosure on page
44 that "Credit Suisse has made further repayments of CHF 10 billion on April 20, 2023,
CHF 5 billion on May 17, 2023 and the remaining balance of CHF 5 billion on May 30,
2023" refers to the borrowings of CHF 20 billion under the PLB outstanding as of March
31, 2023 and that there are no further amounts outstanding under the PLB.  In addition,
please revise your disclosure regarding the PLB on page 20 to clarify, if true, that the
"additional facility access fee of 0.25% per annum irrespective of the drawn amount"
is 0.25% of CHF 100 billion irrespective of the drawn amount.
Recent Developments
Customer Account Matters, page 47
3.Please briefly describe the civil suits against Credit Suisse Trust Limited in Singapore and
Credit Suisse Life (Bermuda) Ltd. in Bermuda.  In this regard, we note the disclosure on
page 396 of Credit Suisse’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2022 that both civil suits were initiated in 2017 based on findings
established in criminal proceedings against a former relationship manager who was found
to have exceeded his investment authority in the management of portfolios, resulting in
excessive concentrations of certain exposures and investment losses, and that, on May 6,
2022, the Supreme Court of Bermuda issued an order awarding damages of $607.35
million to the plaintiff, which, as of July 25, 2022, were held in escrow pending appeal.
In addition, please clarify whether any specific amount of damages has been calculated as
of any date on or prior to the Singapore International Commercial Court’s announcement
of its findings on May 26, 2023, and disclose this amount.  If so, please explain how the
experts’ agreement on the amount of damages by June 30, 2023 may increase or decrease
this amount.
Approvals Required for the Transaction, page 48
4.Refer to your response to comment 2.  We note your disclosure on page 45 that you
expect to remain above your CET1 capital ratio guidance at completion of the merger.
Although your registration statement does not quantify the ratio, we note that the guidance
was 13% in your March 19, 2023 investor presentation.  Please revise your disclosure on
page 49 to quantify the existing CET1 capital ratio requirement to which UBS Group AG
is subject, management’s existing guidance on target capitalization, and to the extent
known, the capital ratio to which you will be subject during the phase-in period.  If you do
not know the capital ratio to which you will be subject during the phase-in period, please
revise to so state.
5.Refer to your response to comment 3.  On page 49 you state that "[t]o the extent any of the
separate arrangements or other measures are material and are finalized prior to the

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 June 7, 2023 Page 3
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
June 7, 2023
Page 3
effectiveness of the registration statement, UBS Group AG will disclose such material
terms in an amendment to the registration statement."  Please revise to clarify, if true, that
by "other measures" you are referring to the measures that are a part of the "separate
arrangements."
            You may contact Michael Volley at 202-551-3437 or Robert Klein, Accounting Branch
Chief, at 202-551-3847 if you have questions regarding comments on the financial statements
and related matters.  Please contact Sonia Bednarowski at 202-551-3666 or Pamela Long, Senior
Advisor, at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 Marc O. Williams

 +1 212 450 6145

marc.williams@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue
New York, NY 10017

 June 5, 2023

Re:
 UBS Group AG

Amendment No. 2 to

Registration Statement on Form F-4

Filed May 23, 2023

 File No. 333-271453

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street, N.E.

 Washington, DC 20549

Ladies and Gentlemen:

 On behalf of our client, UBS Group AG
(“UBS Group AG”), this letter sets forth UBS Group AG’s responses to the comments provided by the Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the
“SEC”) relating to UBS Group AG’s Amendment No. 2 to Registration Statement on Form F-4 (the “Second Amended Registration Statement”) contained in the
Staff’s letter dated May 26, 2023 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, UBS Group AG has revised the Second Amended Registration Statement and is filing Amendment No. 3
to the Registration Statement on Form F-4 (the “Third Amended Registration Statement”) together with this response letter. The Third Amended Registration Statement also contains certain
additional updates and revisions.

 For the convenience of the Staff, each comment from the Comment Letter is restated in italics prior to the response to
such comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to page numbers and captions in the Third Amended Registration Statement.

Second Amended Registration Statement on Form F-4 filed May 23, 2023

Prospectus Summary

 Conditions to the Transaction,
page 20

1.
 Refer to your response to comment 1. Please clarify the following regarding the liquidity assistance
measures described here and on pages 42 and 43:

•

 the nature of the assets that collateralize the amount currently drawn under the emergency liquidity facility
and the relevant interest rate(s);

 Response:

UBS Group AG respectfully advises the Staff that the various facilities under the emergency liquidity assistance from the SNB are as follows: (i) up to CHF 38 billion of the emergency liquidity assistance from the SNB
(“ELA”), which bears interest at the current SNB policy rate of 1.50% plus 0.50% per annum and can either be secured by eligible Swiss residential and commercial mortgages or other eligible securities; (ii) up to CHF 10 billion of the
Liquidity-Shortage Financing Facility from the SNB (“LSFF”), which bears interest at the current SNB policy rate of 1.50% plus 0.50% per annum and is secured by pre-positioned collateral generally eligible for borrowings at the SNB mainly
consisting of high-quality liquid assets (HQLA) eligible securities; (iii) up to CHF 50 billion of ELA+ from the SNB available to Credit Suisse, which bears interest at the current SNB policy rate of 1.50% plus 3.00% risk premium per annum and
is not secured by collateral but is secured by preferential rights in bankruptcy proceedings; and (iv) up to CHF 100 billion of the PLB liquidity assistance loans to Credit Suisse, which bear interest at the current SNB policy rate of 1.50%
plus 3.00% risk premium per annum, with an additional facility access fee of 0.25% per annum irrespective of the drawn amount, and is not secured by collateral but is secured by preferential rights in bankruptcy proceedings and a federal default
guarantee. UBS Group AG may borrow under the ELA according to available eligible collateral and up to CHF 50 billion of ELA+, but has not made any borrowings under these facilities. In response to the Staff’s comment, UBS Group AG has revised
the disclosure accordingly on pages 20 and 43-44 of the Third Amended Registration Statement.

•

 with respect to the amounts drawn currently under the emergency liquidity assistance, the approximate
percentage guaranteed by the Swiss confederation;

Response:

UBS Group AG respectfully advises the Staff that only borrowings from the PLB (and not from the ELA or the ELA+) are guaranteed by the Swiss confederation.

•

 whether Credit Suisse and UBS Group AG may each borrow up to CHF 100 billion under the ELA+
or whether the amount drawn by Credit Suisse and UBS Group AG will be aggregated together such that the total amount may be no more than CHF 100 billion. In this regard, we note your disclosure on page 20 that refers to
“up to CHF 100 billion of ELA+ from the [Swiss National Bank] provided to Credit Suisse and UBS Group AG”;

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 20 and 43-44 of the Third Amended Registration Statement to clarify that the CHF 100 billion available under the ELA+ is in the
aggregate for both Credit Suisse and UBS Group AG, and each of Credit Suisse and UBS Group AG may borrow up to CHF 50 billion of ELA+. UBS Group AG has not made any such borrowing.

•

 whether only Credit Suisse may borrow under the PLB. In this regard, we note your disclosure on page 20 that
states that “Credit Suisse also has the right to access . . . up to CHF 100 billion from the PLB”; and

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 20 and 43-44 of the Third Amended Registration Statement.

•

 whether pursuant to the PLB, Credit Suisse must pay to the Confederation a risk premium of 1.5% per year of
the amount actually drawn, in addition to the commitment premium for the default guarantee of 0.25% per year of the amount of CHF 100 billion and interest payable to SNB. In addition, on page 43, clarify that by “SNB policy
rate” you are referring to the publicly available rate on the Swiss National Bank website at https://www.snb.ch/en/iabout/stat/statpub/zidea/id/current_interest_exchange_rates#t 2. In this regard, we note your disclosure on page 43 that
borrowing under the ELA+ and PLB bear interest at the “SNB policy rate” plus 3% per annum.

Response:

UBS Group AG respectfully advises the Staff that Credit Suisse must pay a 3.00% risk premium per annum evenly split between the SNB and the Confederation (in other words, 1.50% to the Confederation and 1.50% to SNB) in addition to
the current SNB policy rate of 1.50%. Further, Credit Suisse must pay the Confederation a 0.25% per annum facility access fee for the PLB irrespective of the drawn amount. In response to the Staff’s comment, UBS Group AG has revised the
disclosure accordingly on pages 4, 20 and 43-44 of the Third Amended Registration Statement.

2

 Risk Factors

If the Special Ordinance is not transposed into ordinary Swiss law . . ., page 26

2.
 Refer to your response to comment 6. We note the description on page 19 of the separate arrangements with
FINMA “regarding adjustments or transitional measures to the combined company’s prudential requirements, risk-weighted assets, calculations and other capital measures.” Please revise to separately identify each of the requirements and
measures under negotiation, and explicitly state whether the lapse of the Special Ordinance would make the benefits of the Loss Protection Agreement or FINMA’s “adjustments or transitional measures” unavailable after
September 17, 2023 as well as the resulting material impacts to the combined company. We note your disclosure that “specific measures that were taken on the basis of the Special Ordinance, including the existing ELA+ and PLB
provided to Credit Suisse, will continue to apply.” Please balance this statement by disclosing any material uncertainties as to whether such measures would continue to apply. Finally, please revise your disclosure here and in the Prospectus
Summary section to state that any additional loss sharing agreement, including the profit sharing and loss agreement disclosed on pages 43 and 44 would require an approval by the Swiss Parliament in the ordinary legislative procedure and was not
included in the Special Ordinance, as indicated in your response to prior comment 6.

Response:

 In response to the Staff’s comment, UBS Group AG has revised the disclosure on pages 15-16, 19-20, 25-26, 45, 49-50 and 63 of the Third
Amended Registration Statement.

 With respect to the Staff’s comment on the
requirements and measures under negotiation with FINMA, UBS Group AG added additional disclosure with respect to FINMA’s rulings that have been issued. FINMA has confirmed that (i) increases in UBS Group’s prudential capital surcharge
based on market share in Switzerland and total exposures will, in general, be phased in beginning after the end of 2025 with the phase in path to be determined based on an integration plan to be developed by UBS Group, (ii) UBS Group may
temporarily continue to apply certain capital and liquidity rulings previously provided to Credit Suisse, (iii) UBS Group AG may reflect some accounting-related adjustments to temporarily compensate for unintended impacts of interest rate
driven fair value adjustments on certain held-to-maturity portfolios, (iv) each of UBS Group AG and Credit Suisse AG may temporarily continue to use their respective existing rules and models for calculating risk-weighted assets and (v)
supervisory expectations for liquidity coverage ratios to be maintained by UBS Group AG and each Swiss banking subsidiary. The ruling described in (iii) will be reduced over time until June 30, 2027. The duration of the ruling described in
(iv) will be determined by FINMA based on UBS Group’s plans for integrating risk models. UBS Group AG expects discussions with FINMA related to other capital and liquidity topics to extend after completion.

 UBS Group AG respectfully advises the Staff that due to the detailed and highly
technical nature of these requirements and measures related to Swiss capital requirements, it would not be meaningful to investors to provide further granular detail of the points that remain under discussion with FINMA. Indeed, any such an
attempted description of technical capital items currently under discussion with FINMA could be misleading. However, UBS Group AG confirms that if the discussions with FINMA result in developments related to such requirements and measures that are
material to UBS Group AG, then such material developments will be described in an amendment to the registration statement or as a prospectus supplement, as applicable, to the extent agreed to prior to completion of the transaction or, if agreed
following completion of the merger, in subsequent reports in accordance with UBS Group AG’s Swiss and SEC reporting obligations.

UBS Group AG further advises the Staff that UBS Group AG expects that the adjustments and/or transitional measures will be effected by way of interpretations
and rulings by FINMA under its ordinary statutory and supervisory authority. As such, FINMA would not rely on the Special Ordinance, and the effectiveness of such adjustments and/or measures is not dependent on the enactment of the Special Ordinance
into ordinary law.

 Background and Reasons for the Transaction, page 41

3.
 Refer to your response to prior comment 3 and to the penultimate paragraph on page 42 where you discuss
support from the Government Representatives as an issue to be addressed when UBS Group AG indicated that it was prepared, in principle, to undertake the transaction. Please further revise your disclosure to describe the specific “requested
adjustments or transitional measures” to the prudential requirements and other capital interpretations as referenced on page 29. In addition, we note your disclosure on page 47 that “[t]o the extent any of the . . . other measures are
material and are finalized prior to the effectiveness of the registration statement, UBS Group AG will disclose such material terms in an amendment to the registration statement and any material contracts entered into prior to effectiveness of the
registration statement will also be filed as exhibits in a pre-effective amendment to the registration statement.” Please revise to describe the “other measures.”

3

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure on pages 15-16, 19-20, 25, 45, 49-50 and 63 of the Third Amended Registration Statement. UBS Group AG respectfully advises the Staff that, for the
reasons noted above in response to comment 2, inclusion of further detail on this topic is not practical or material and that the current enumeration of the areas where interpretations or rulings have been issued is sufficient to inform investors of
the material substance of the request. UBS Group AG confirms that if the discussions with FINMA result in developments related to such requirements and measures that are material to UBS Group AG, then such material developments will be described in
an amendment to the registration statement or as a prospectus supplement, as applicable, to the extent agreed to prior to completion of the transaction or, if agreed following completion of the merger, in subsequent reports in accordance with UBS
Group AG’s Swiss and SEC reporting obligations.

 Explanatory notes on pro forma condensed combined financial information

Note 3: Transaction accounting adjustments, page 80

4.
 Refer to your response to comment 13. If true, please revise to clarify that there were no material
differences in the transaction accounting adjustments for accrual-accounted financial instruments using valuation inputs and assumptions as of December 31, 2022 as compared to March 31, 2023. Alternatively,
please revise to use valuation inputs and assumptions as of March 31, 2023 for all fair valued financial instruments and other assets and liabilities, consistent with the requirements in
11-02(a)(6)(i)(1) of Regulation S-X.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 80 and 82-83 of the Third Amended Registration Statement.

 General

5.
 We note your response to the penultimate bullet of prior comment 1. Although you do not expect any material
developments with respect to the separate arrangements or other measures to happen between effectiveness of the registration statement and completion of the transaction, please confirm if any material developments do occur during that time period
you will file prospectus supplements under Rule 424(b) reporting them, including any event that is also reported on an current or periodic report filed as required by the Exchange Act.

Response:

UBS Group AG confirms that if any material developments with respect to the separate arrangements or other measures take place between effectiveness of the registration statement and completion of the transaction, such material
developments will be described in prospectus supplements to be filed by UBS Group AG under Rule 424(b), including any event that is also reported on a current or periodic report filed by UBS Group AG as required by the Exchange Act.

 ***

Should any questions arise, please do not hesitate to contact me at (212) 450 6145 (tel) or marc.williams@davispolk.com, John B. Meade at (212) 450 4077 (tel)
or john.meade@davispolk.com, or Evan Rosen at (212) 450 4505 (tel) or evan.rosen@davispolk.com. Thank you for your time and attention.

4

 Very truly yours,

/s/ Marc O. Williams

 cc:

Sergio P. Ermotti, Group Chief Executive Officer

 David Kelly,
Managing Director

5

United States securities and exchange commission logo
May 26, 2023
Sergio P. Ermotti
Group Chief Executive Officer
UBS Group AG
Bahnhofstrasse 45, 8001
Zurich, Switzerland
Re:UBS Group AG
Amendment No. 2 to
Registration Statement on Form F-4
Filed May 23, 2023
File No. 333-271453
Dear Sergio P. Ermotti:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 19, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4
Prospectus Summary
Conditions to the Transaction, page 20
1.Refer to your response to comment 1.  Please clarify the following regarding the liquidity
assistance measures described here and on pages 42 and 43:

•the nature of the assets that collateralize the amount currently drawn under the
emergency liquidity facility and the relevant interest rate(s);

•with respect to the amounts drawn currently under the emergency liquidity assistance,

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 26, 2023 Page 2
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
May 26, 2023
Page 2
the approximate percentage guaranteed by the Swiss confederation;

•whether Credit Suisse and UBS Group AG may each borrow up to CHF 100 billion
under the ELA+ or whether the amount drawn by Credit Suisse and UBS Group
AG will be aggregated together such that the total amount may be no more than CHF
100 billion.  In this regard, we note your disclosure on page 20 that refers to "up to
CHF 100 billion of ELA+ from the [Swiss National Bank] provided to Credit Suisse
and UBS Group AG";

•whether only Credit Suisse may borrow under the PLB.  In this regard, we note your
disclosure on page 20 that states that "Credit Suisse also has the right to access . . . up
to CHF 100 billion from the PLB"; and

•whether pursuant to the PLB, Credit Suisse must pay to the Confederation a risk
premium of 1.5% per year of the amount actually drawn, in addition to the
commitment premium for the default guarantee of 0.25% per year of the amount
of CHF 100 billion and interest payable to SNB.  In addition, on page 43, clarify that
by "SNB policy rate" you are referring to the publicly available rate on the Swiss
National Bank website at
https://www.snb.ch/en/iabout/stat/statpub/zidea/id/current_interest_exchange_rates#t
2.  In this regard, we note your disclosure on page 43 that borrowing under the ELA+
and PLB bear interest at the "SNB policy rate" plus 3% per annum.
Risks Factors
If the Special Ordinance is not transposed into ordinary Swiss law . . ., page 26
2.Refer to your response to comment 6.  We note the description on page 19 of the separate
arrangements with FINMA “regarding adjustments or transitional measures to the
combined company's prudential requirements, risk-weighted assets, calculations and other
capital measures.”  Please revise to separately identify each of the requirements and
measures under negotiation, and explicitly state whether the lapse of the Special
Ordinance would make the benefits of the Loss Protection Agreement or FINMA's
“adjustments or transitional measures” unavailable after September 17, 2023 as well as the
resulting material impacts to the combined company.  We note your disclosure that
"specific measures that were taken on the basis of the Special Ordinance, including the
existing ELA+ and PLB provided to Credit Suisse, will continue to apply."  Please
balance this statement by disclosing any material uncertainties as to whether such
measures would continue to apply.  Finally, please revise your disclosure here and in
the Prospectus Summary section to state that any additional loss sharing agreement,
including the profit sharing and loss agreement disclosed on pages 43 and 44 would
require an approval by the Swiss Parliament in the ordinary legislative procedure and was
not included in the Special Ordinance, as indicated in your response to prior comment 6.

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 26, 2023 Page 3
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
May 26, 2023
Page 3
Background and Reasons for the Transaction, page 41
3.Refer to your response to prior comment 3 and to the penultimate paragraph on page 42
where you discuss support from the Government Representatives as an issue to be
addressed when UBS Group AG indicated that it was prepared, in principle, to undertake
the transaction.  Please further revise your disclosure to describe the specific “requested
adjustments or transitional measures” to the prudential requirements and other capital
interpretations as referenced on page 29.  In addition, we note your disclosure on page 47
that "[t]o the extent any of the . . . other measures are material and are finalized prior to
the effectiveness of the registration statement, UBS Group AG will disclose such material
terms in an amendment to the registration statement and any material contracts entered
into prior to effectiveness of the registration statement will also be filed as exhibits in a
pre-effective amendment to the registration statement."  Please revise to describe the
"other measures."
Explanatory notes on pro forma condensed combined financial information
Note 3: Transaction accounting adjustments, page 80
4.Refer to your response to comment 13.  If true, please revise to clarify that there were no
material differences in the transaction accounting adjustments for accrual-accounted
financial instruments using valuation inputs and assumptions as of December 31, 2022 as
compared to March 31, 2023.  Alternatively, please revise to use valuation inputs and
assumptions as of March 31, 2023 for all fair valued financial instruments and other assets
and liabilities, consistent with the requirements in 11-02(a)(6)(i)(1) of Regulation S-X.
General
5.We note your response to the penultimate bullet of prior comment 1.  Although you do not
expect any material developments with respect to the separate arrangements or other
measures to happen between effectiveness of the registration statement and completion of
the transaction, please confirm if any material developments do occur during that time
period you will file prospectus supplements under Rule 424(b) reporting them, including
any event that is also reported on an current or periodic report filed as required by the
Exchange Act.

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 26, 2023 Page 4
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
May 26, 2023
Page 4
            You may contact Michael Volley at 202-551-3437 or Robert Klein, Accounting Branch
Chief, at 202-551-3847 if you have questions regarding comments on the financial statements
and related matters.  Please contact Sonia Bednarowski at 202-551-3666 or Pamela Long, Senior
Advisor, at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 Marc O. Williams

 +1 212 450 6145

marc.williams@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue

 New York, NY 10017

 May 23, 2023

Re:
 UBS Group AG

Amendment No. 1 to

Registration Statement on Form F-4

Filed May 16, 2023

 File No. 333-271453

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street, N.E.

 Washington, DC 20549

Ladies and Gentlemen:

 On behalf of our client, UBS Group AG
(“UBS Group AG”), this letter sets forth UBS Group AG’s responses to the comments provided by the Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
relating to UBS Group AG’s Amendment No. 1 to Registration Statement on Form F-4 (the “Amended Registration Statement”) contained in the Staff’s letter dated May 19,
2023 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, UBS Group AG has revised the Registration Statement and is filing Amendment No. 2 to the Registration Statement on Form F-4 (the “Second Amended Registration Statement”) together with this response letter. The Second Amended Registration Statement also contains certain additional updates and revisions.

For the convenience of the Staff, each comment from the Comment Letter is restated in italics prior to the response to such comment. All references to page
numbers and captions (other than those in the Staff’s comments) correspond to page numbers and captions in the Second Amended Registration Statement.

Registration Statement on Form F-4 filed May 16, 2023

Prospectus Summary, page 12

1.
 Refer to your response to prior comments 5, 9, 24 and 27, where we requested more detailed disclosure of the
terms of the “separate arrangements” and other measures, if any, related to the Special Ordinance and/or identified in Sections 7.3(a) and (g) of the merger agreement. Please revise your disclosure in the Summary section, the risk
factor on page 21 with the heading “There is no assurance when or if the transaction will be completed,” the Merger section and the Background and Reasons for the Transaction section as well as any other references in your prospectus that
refer to the “granting by FINMA of separate arrangements” as a condition of the merger to clarify (i) “the parameters of the various measures” that remain subject to negotiation, (ii) the expected timing for finalizing the
terms of the separate arrangements, and (iii) the nature of their documentation. For example, disclose whether they will be contractual agreements appended to the merger agreement, statements, circulars or other documentation published by
FINMA, or otherwise. In this regard,

•

 We note the reference on page 67 to the amended ordinance published on March 19, 2023
regarding the anticipated loss protection agreement. The publication (which appears to be available at https://www.newsd.admin.ch/newsd/message/attachments/76290.pdf) contains thresholds of losses at CHF 5 billion and CHF
9 billion consistent with disclosure on page 67. We also note the March 16, 2023 ordinance regarding anticipated liquidity assistance facilities (which appears to be available at
https://www.newsd.admin.ch/newsd/message/attachments/76289.pdf).

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 19, 20, 47 and 48 of the Second Amended Registration Statement, including the added disclosure in the sections entitled
“Prospectus Summary — Plans Following Completion” beginning on page 15 and “The Merger — Plans Following Completion” beginning on page 48.

•

 With respect to the loss protection guarantee, the published Swiss government authorization does not appear to
include an arrangement to “review a profit and loss sharing agreement on an equal basis for the case if losses would exceed 14 billion CHF,” as stated on page 42. We also note a similar statement during the
March 19, 2023 presentation about loss protection exceeding CHF 14B being incurred “equally by UBS and the Swiss authorities.” Please advise us of the source of these statements and whether they appear in a form of,
draft or oral arrangement or understanding.

Response:

UBS Group AG respectfully advises the Staff that while the Special Ordinance as enacted does not provide for further loss sharing, the Federal Council dispatch to the Swiss Parliament dated as of March 29, 2023 (available at
https://www.newsd.admin.ch/newsd/message/attachments/76443.pdf) notes that “Should the losses under this guarantee exceed CHF 14 billion, the Swiss Confederation and UBS will jointly examine a solution for the losses exceeding CHF
14 billion which solution should also provide for the sharing of possible profits.” In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on page 44 of the Second Amended Registration
Statement.

•

 If the liquidity facilities authorized by the Swiss authorities are not restricted as to the amount that may
be provided, clarify your expectations as to the amount you will be able to access.

Response:

UBS Group AG respectfully advises the Staff that (i) the emergency liquidity assistance loans by the Swiss National Bank (SNB) are not limited in amount, but are required to be collateralized and (ii) the additional
liquidity-assistance loans that are granted in addition to the emergency liquidity assistance loans and are secured by means of preferential rights in bankruptcy proceedings (ELA+) provided by the SNB to Credit Suisse and UBS Group AG are up to CHF
100 billion and the liquidity-assistance loans with a default guarantee that go beyond the additional liquidity assistance loans and are secured by means of preferential rights in bankruptcy proceedings and a federal default guarantee (PLB) are
up to CHF 100 billion. The above facilities are in effect and therefore not considered by UBS Group AG to be part of the separate arrangements. In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on
pages 20, 42 and 43 of the Second Amended Registration Statement.

2

•

 Confirm that if any of the separate arrangements or other measures are finalized prior to the effectiveness of
the registration statement, you will disclose their material terms and file any material contracts as exhibits in a pre-effective amendment.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 19, 47, 48 and 62 of the Second Amended Registration Statement, including the added disclosure in the sections entitled
“Prospectus Summary — Plans Following Completion” beginning on page 15 and “The Merger — Plans Following Completion” beginning on page 48. In addition, UBS
Group AG confirms to the Staff that to the extent any of the separate arrangements or other measures are material and are finalized prior to the effectiveness of the registration statement, UBS Group AG will disclose such material terms in an
amendment to the registration statement and any material contracts entered into prior to effectiveness of the registration statement will also be filed as exhibits in a pre-effective amendment to the
registration statement.

•

 Tell us how you anticipate making investors aware of any such arrangements or other measures that are
finalized after the effectiveness of the registration statement. For example, tell us whether you intend to update disclosure in a post-effective amendment, prospectus supplement, or other disclosures filed or furnished with the SEC.

Response:

UBS Group AG respectfully advises the Staff that UBS Group AG does not expect any material developments with respect to the separate arrangements or other measures to happen between effectiveness of the registration statement and
completion of the transaction, at which time the UBS Group AG shares will be delivered to Credit Suisse shareholders. Any material developments or events with respect to the separate arrangements or other measures following completion of the
transaction will be reported by UBS Group AG in the ordinary course under the Exchange Act, using Reports of Foreign Private Issuer on Form 6-K and/or Annual Report on Form
20-F, as applicable. To the extent that UBS Group AG determines that developments require an ad hoc announcement under the SIX Listing Rules, UBS Group AG will make such an announcement and concurrently
incorporate the announcement in a Form 6-K furnished or filed with the U.S. Securities and Exchange Commission.

•

 If you omit a description of the terms of any of the separate arrangements or other measures, please disclose
that the relevant discussions and processes are currently underway to detail and document the parameters of these arrangements and that they have not been finalized, consistent with your disclosure on page 67 and your response to these comments in
your May 16, 2023 response letter.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 19, 47, 48 and 62 of the Second Amended Registration Statement, including the added disclosure in the sections entitled
“Prospectus Summary — Plans Following Completion” beginning on page 15 and “The Merger — Plans Following Completion” beginning on page 48. UBS Group
AG respectfully advises the Staff that detailed descriptions of the separate arrangements identified by the Staff’s comment and their current status are disclosed therein.

3

2.
 As requested in our prior comment 5, please disclose (i) the amount of invested assets of
the wealth management segment of the combined company, including any balancing language necessary due to Credit Suisse outflows, (ii) the size of the Investment Bank segment, including your plans to move the majority of Credit
Suisse Markets positions to non-core and to exit Credit Suisse’s Non-Core Unit and Securitized Products Group, (iii) the combined company’s
market share of the Swiss home market, including whether you intend to fully integrate into a single brand in the Swiss home market or internationally, (iv) the possible spin-off of any
material Credit Suisse business units, and (v) a description of your cost reduction plans, including a summary of how you intend to reach these goals and by when. To the extent that your plans with respect to these items are not
yet finalized, please disclose this. In this regard, we note your disclosure in your March 27, 2023 6-K.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 44 and 48 of the Second Amended Registration Statement. UBS Group AG respectfully advises the Staff that planning with
respect to the integration of Credit Suisse and its businesses into UBS Group AG and its businesses is underway and certain final decisions have not yet been made and, accordingly, further disclosure relating to these matters would be premature and
potentially misleading.

 Approvals Required for the Transaction

Conditions to the Transaction, page 19

3.
 Refer to prior comment 9, where we requested a summary of the FINMA “separate arrangements.” We
note that in your Prospectus Summary section and throughout the prospectus you state that the approval of the transaction by FINMA as well as FINMA’s grant and the continuing effectiveness of “separate arrangements” are conditions
required for completion of the merger unless waived by UBS Group AG. Please revise to clarify whether each of the following are included in the separate arrangements condition, and identify any other material separate arrangements that are included
in the condition:

•

 the liquidity facilities provided by the Swiss National Bank and guarantees by the Swiss Confederation. In
this regard, please address each of the following: the emergency liquidity assistance facility that Credit Suisse borrowed against on March 16, 2023, the additional liquidity-assistance loan by the Swiss National Bank to Credit
Suisse (“ELA+”) and the liquidity-assistance loan with a guarantee to be entered into with the Swiss Confederation (“PLB”) disclosed on pages 40 and 41; and the additional liquidity facilities from the Swiss National Bank to both
Credit Suisse and UBS Group AG disclosed on page 42;

•

 the Loss Protection Agreement in favor of UBS Group AG to cover up to CHF 9 billion in
losses upon realization of a portfolio of certain Credit Suisse assets after UBS Group AG bears the first CHF 5 billion of losses on those assets;

•

 the profit sharing and loss agreement for UBS Group AG and the Swiss Government to share on an equal basis if
losses exceed 14 billion CHF;

•

 FINMA’s agreement to grant a transitional period for UBS Group AG to comply with the required capital
buffers; and

4

•

 the FINMA decree ordering Credit Suisse to write-down the principal and interest of all of Credit
Suisse’s AT1 securities in connection with the availability of the PLB liquidity facilities.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 19, 47 and 48 of the Second Amended Registration Statement, including the added disclosure in the sections entitled
“Prospectus Summary — Plans Following Completion” beginning on page 15 and “The Merger — Plans Following Completion” beginning on page 48. UBS Group AG
respectfully advises the Staff that detailed descriptions of the separate arrangements identified by the Staff’s comment and their current status are disclosed therein.

4.
 Please clearly indicate whether it is UBS Group AG’s current intention to close the transaction even if
the separate arrangements have not been finalized. In this regard, we note your responses to prior comments 5, 9, 24 and 27 that discussions among the parties of the parameters of the various measures are still underway and the outcome of the
discussions is not yet known.

Response:

UBS Group AG respectfully advises the Staff that discussions with the Swiss government and its representatives to detail and document the parameters of the various separate arrangements or measures are still underway. UBS Group AG
does not expect that the separate arrangements will be finalized in their entirety prior to the completion of the transaction. Nonetheless, UBS Group AG expects to complete the transaction and continue to work with the Swiss government and its
representatives to finalize the separate arrangements following the completion. In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 19, 47, 48 and 62 of the Second Amended Registration
Statement.

 Risk Factors, page 21

5.
 Please revise to include a risk factor that addresses any terms of the special arrangements that are to be
negotiated or may be waived after the effective date of the registration statement that are reasonably likely to have a material impact on future operations of the combined company post-closing, including the risk of any special arrangement not
being fully accessible or having material conditions attached to it after the effective date of the registration statement.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on page 25 of the Second Amended Registration Statement.

 If the Special Ordinance is not transposed into ordinary Swiss law . . ., page 23

6.
 We note from your response to comment 12 and the disclosure on page 23 that the extraordinary liquidity
facilities may not be available if the Special Ordinance is not transposed into ordinary Swiss law before it lapses for six months (i.e., on September 17, 2023). You state that termination rights may result if the facilities
become unavailable and are not replaced by a subsequent legal instrument prior to closing the transaction. Please revise to clarify whether the Special Ordinance must be transposed int

United States securities and exchange commission logo
May 19, 2023
Sergio P. Ermotti
Group Chief Executive Officer
UBS Group AG
Bahnhofstrasse 45, 8001
Zurich, Switzerland
Re:UBS Group AG
Amendment No. 1 to
Registration Statement on Form F-4
Filed May 16, 2023
File No. 333-271453
Dear Sergio P. Ermotti:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 5, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4
Prospectus Summary, page 12
1.Refer to your response to prior comments 5, 9, 24 and 27, where we requested more
detailed disclosure of the terms of the “separate arrangements” and other measures, if any,
related to the Special Ordinance and/or identified in Sections 7.3(a) and (g) of the merger
agreement.  Please revise your disclosure in the Summary section, the risk factor on page
21 with the heading “There is no assurance when or if the transaction will be completed,”
the Merger section and the Background and Reasons for the Transaction section as well as
any other references in your prospectus that refer to the “granting by FINMA of separate
arrangements” as a condition of the merger to clarify (i) “the parameters of the various

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 19, 2023 Page 2
 FirstName LastNameSergio P.  Ermotti
UBS Group AG
May 19, 2023
Page 2
measures” that remain subject to negotiation, (ii) the expected timing for finalizing the
terms of the separate arrangements, and (iii) the nature of their documentation.  For
example, disclose whether they will be contractual agreements appended to the merger
agreement, statements, circulars or other documentation published by FINMA, or
otherwise.  In this regard,

•We note the reference on page 67 to the amended ordinance published on March 19,
2023 regarding the anticipated loss protection agreement. The publication (which
appears to be available at
https://www.newsd.admin.ch/newsd/message/attachments/76290.pdf ) contains
thresholds of losses at CHF 5 billion and CHF 9 billion consistent with disclosure on
page 67.  We also note the March 16, 2023 ordinance regarding anticipated liquidity
assistance facilities (which appears to be available at
https://www.newsd.admin.ch/newsd/message/attachments/76289.pdf).

•With respect to the loss protection guarantee, the published Swiss government
authorization does not appear to include an arrangement to “review a profit and loss
sharing agreement on an equal basis for the case if losses would exceed 14 billion
CHF,” as stated on page 42.  We also note a similar statement during the March 19,
2023 presentation about loss protection exceeding CHF 14B being incurred “equally
by UBS and the Swiss authorities.”  Please advise us of the source of these statements
and whether they appear in a form of, draft or oral arrangement or understanding.

•If the liquidity facilities authorized by the Swiss authorities are not restricted as to the
amount that may be provided, clarify your expectations as to the amount you will be
able to access.

•Confirm that if any of the separate arrangements or other measures are finalized prior
to the effectiveness of the registration statement, you will disclose their material
terms and file any material contracts as exhibits in a pre-effective amendment.

•Tell us how you anticipate making investors aware of any such arrangements or other
measures that are finalized after the effectiveness of the registration statement.  For
example, tell us whether you intend to update disclosure in a post-effective
amendment, prospectus supplement, or other disclosures filed or furnished with the
SEC.

•If you omit a description of the terms of any of the separate arrangements or other
measures, please disclose that the relevant discussions and processes are currently
underway to detail and document the parameters of these arrangements and that
they have not been finalized, consistent with your disclosure on page 67 and your
response to these comments in your May 16, 2023 response letter.
2.As requested in our prior comment 5, please disclose (i) the amount of invested assets of

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 Comapany NameUBS Group AG
 May 19, 2023 Page 3
 FirstName LastNameSergio P.  Ermotti
UBS Group AG
May 19, 2023
Page 3
the wealth management segment of the combined company, including any balancing
language necessary due to Credit Suisse outflows, (ii) the size of the Investment Bank
segment, including your plans to move the majority of Credit Suisse Markets positions to
non-core and to exit Credit Suisse's Non-Core Unit and Securitized Products Group, (iii)
the combined company's market share of the Swiss home market, including whether you
intend to fully integrate into a single brand in the Swiss home market or internationally,
(iv) the possible spin-off of any material Credit Suisse business units, and (v) a description
of your cost reduction plans, including a summary of how you intend to reach these goals
and by when.  To the extent that your plans with respect to these items are not yet
finalized, please disclose this.  In this regard, we note your disclosure in your March 27,
2023 6-K.
Approvals Required for the Transaction
Conditions to the Transaction, page 19
3.Refer to prior comment 9, where we requested a summary of the FINMA “separate
arrangements.”  We note that in your Prospectus Summary section and throughout the
prospectus you state that the approval of the transaction by FINMA as well as FINMA’s
grant and the continuing effectiveness of “separate arrangements” are conditions required
for completion of the merger unless waived by UBS Group AG.  Please revise to clarify
whether each of the following are included in the separate arrangements condition, and
identify any other material separate arrangements that are included in the condition:

•the liquidity facilities provided by the Swiss National Bank and guarantees by the
Swiss Confederation.  In this regard, please address each of the following: the
emergency liquidity assistance facility that Credit Suisse borrowed against on March
16, 2023, the additional liquidity-assistance loan by the Swiss National Bank to
Credit Suisse (“ELA+”) and the liquidity-assistance loan with a guarantee to be
entered into with the Swiss Confederation (“PLB”) disclosed on pages 40 and 41; and
the additional liquidity facilities from the Swiss National Bank to both Credit Suisse
and UBS Group AG disclosed on page 42;

•the Loss Protection Agreement in favor of UBS Group AG to cover up to CHF 9
billion in losses upon realization of a portfolio of certain Credit Suisse assets after
UBS Group AG bears the first CHF 5 billion of losses on those assets;

•the profit sharing and loss agreement for UBS Group AG and the Swiss Government
to share on an equal basis if losses exceed 14 billion CHF;

•FINMA's agreement to grant a transitional period for UBS Group AG to comply with
the required capital buffers; and

•the FINMA decree ordering Credit Suisse to write-down the principal and interest of
all of Credit Suisse's AT1 securities in connection with the availability of the PLB

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 19, 2023 Page 4
 FirstName LastNameSergio P.  Ermotti
UBS Group AG
May 19, 2023
Page 4
liquidity facilities.
4.Please clearly indicate whether it is UBS Group AG’s current intention to close the
transaction even if the separate arrangements have not been finalized.  In this regard, we
note your responses to prior comments 5, 9, 24 and 27 that discussions among the parties
of the parameters of the various measures are still underway and the outcome of the
discussions is not yet known.
Risk Factors, page 21
5.Please revise to include a risk factor that addresses any terms of the special arrangements
that are to be negotiated or may be waived after the effective date of the registration
statement that are reasonably likely to have a material impact on future operations of the
combined company post-closing, including the risk of any special arrangement not being
fully accessible or having material conditions attached to it after the effective date of the
registration statement.
If the Special Ordinance is not transposed into ordinary Swiss law . . ., page 23
6.We note from your response to comment 12 and the disclosure on page 23 that the
extraordinary liquidity facilities may not be available if the Special Ordinance is not
transposed into ordinary Swiss law before it lapses for six months (i.e., on September 17,
2023).  You state that termination rights may result if the facilities become unavailable
and are not replaced by a subsequent legal instrument prior to closing the transaction.
Please revise to clarify whether the Special Ordinance must be transposed into ordinary
Swiss law to make the facilities available after September 17, 2023 even if the transaction
closes prior to such date.  Also clarify whether the lapse of the Special Ordinance would
make the benefits of the Loss Protection Agreement and the profit sharing and loss
agreement or other arrangements unavailable to UBS Group AG after the merger.  In
addition, please provide a definition of the terms “ELA+” and “PLB” as this appears to be
the first time such terms are used, and a definition is not provided until page 41 of the
prospectus.
Certain contractual counterparties may seek to modify . . ., page 26
7.Refer to your response to comment 18.  Consistent with your response, please revise here
to disclose that your assessment of the material contractual rights that may be triggered as
a result of the business combination and any waivers or consents that may be necessary is
underway and that the outcome of the process is not yet certain.
The Merger, page 38
8.We note that your Form 6-K furnished on April 25, 2023 indicates that you would provide
pro forma CET1 and LCR amounts in this registration statement.  However, we were
unable to locate these pro forma amounts in the filing.  Please tell us where in the filing
we can find the disclosure or explain why you chose not to disclose this information.

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 19, 2023 Page 5
 FirstName LastNameSergio P.  Ermotti
UBS Group AG
May 19, 2023
Page 5
Background and Reasons for the Transaction, page 39
9.We note your response to comment 27 regarding whether any material projections were
exchanged between the companies or their advisors.  Please confirm for us, if true, that
UBS Group AG's board of directors did not rely on “financial forecasts for certain of
Credit Suisse’s business units.”
10.Refer to your response to prior comment 28 and disclosure on page 42.  Please revise to
provide here the requested disclosure regarding the Credit Suisse board of directors’
reasons for the transaction or include disclosure consistent with your response that Credit
Suisse entered into the transaction as a result of the Swiss government’s indication that
Credit Suisse would need to be placed into resolution or bankruptcy if it did not enter into
the proposed transaction with UBS Group AG.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Income Statement, page 72
11.Please revise to present a pro forma adjustment, and accompanying footnote disclosure,
calculating the tax expense / (benefit) relating to the transaction accounting adjustments.
If there is no tax effect due to unusual effects of loss carryforwards or other aspects of tax
accounting, an explanation should be provided in a note to the pro forma financial
statements.  Refer to Rule 11-02(b)(5) of Regulation S-X.
12.We note you present the $34.8 billion adjustment for estimated negative goodwill as a
component of your total revenues.  Please tell us how you determined presentation within
total revenues is appropriate or consider the need to revise.
Explanatory notes on pro forma condensed combined financial information
Note 3: Transaction accounting adjustments, page 75
13.We note certain adjustments (e.g., e, f and h) appear to incorporate current market
conditions in the transaction accounting adjustments for financial assets and liabilities
currently accounted for at fair value by Credit Suisse.  For example, we note that
adjustment (e) refers to the illiquid nature of some positions and structural complexities
and consideration of the markets for potential strategic exit of certain positions, and in
adjustment (h), you indicate that the fair value adjustments have been calculated using
UBS funding spreads as of March 31, 2023.  Please revise your explanatory notes to more
clearly identify the time period used to determine the inputs and assumptions to the
valuations and your related basis.  Please also clarify if the same time period was used for
the transaction accounting adjustments made to the other Credit Suisse assets and
liabilities which are not currently accounted for at fair value (e.g., d, h(iii), k, and l).
14.We note adjustment (h)(iii), on page 78, refers to a $1.2 billion fair value adjustment
(discount) to incorporate the estimated impact of interest rate movements into amortized
cost securities not held under fair value hedge accounting programs.  Please tell us and
revise your disclosures to indicate where this adjustment is reflected in the pro forma

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 19, 2023 Page 6
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
May 19, 2023
Page 6
combined balance sheet.
15.We note your adjustment (j) for the Apollo transaction refers to the recognition of new
financing provided.  Please tell us and revise your disclosure to clarify the amounts of
financing and where this new financing is recognized in the pro forma financial
information.
General
16.We note that throughout the registration statement you include cross-references from the
discussion of specific items to information contained in the UBS Group AG SEC Filings
and the Credit Suisse SEC Filings.  Examples include cross-references in the Risk Factors
section relating to outflows of customer funds on page 24 and litigation on page 31 and in
the Recent Developments section beginning on page 42.  Consider revising your
disclosure to include more detailed cross-references to help investors find the relevant
information in the SEC Filings such as the section, subsection and page numbers of the
cross-referenced information.  In this regard, we note your disclosure on pages 100 to
107.  Please also consider including hyperlinks to cross-referenced information to provide
investors with more direct access to cross-referenced information in the context of the
prospectus disclosures.
            You may contact Michael Volley at 202-551-3437 or Robert Klein, Accounting Branch
Chief, at 202-551-3847 if you have questions regarding comments on the financial statements
and related matters.  Please contact Sonia Bednarowski at 202-551-3666 or Pamela Long, Senior
Advisor, at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 Marc O. Williams

 +1 212 450 6145

marc.williams@davispolk.com

 Davis Polk & Wardwell LLP

 450
Lexington Avenue

 New York, NY 10017

 May 16, 2023

Re: UBS Group AG

 Registration Statement on Form
F-4

 Filed April 26, 2023

File No. 333-271453

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Finance

 100 F Street, N.E.

Washington, DC 20549

 Ladies and Gentlemen:

On behalf of our client, UBS Group AG (“UBS Group AG”), this letter sets forth UBS Group AG’s responses to the comments provided by the
Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) relating to UBS Group AG’s Registration Statement on Form
F-4 (the “Registration Statement”) contained in the Staff’s letter dated May 5, 2023 (the “Comment Letter”). In response to the comments set forth in the Comment
Letter, UBS Group AG has revised the Registration Statement and is filing Amendment No. 1 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) together with
this response letter. The Amended Registration Statement also contains certain additional updates and revisions.

 For the convenience of the Staff, each
comment from the Comment Letter is restated in italics prior to the response to such comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to page numbers and captions in the Amended
Registration Statement.

 Registration Statement on Form F-4 filed April 26, 2023

Questions and Answers, page 6

1.
 Please add disclosure here and in the Risk Factors section that describes any material interests that the
UBS Group AG and Credit Suisse executive officers and directors have in the business combination that may be different from, or in addition to, those of the UBS Group AG and Credit Suisse shareholders, respectively. Also include quantitative
information regarding any change of control provisions under agreements, plans or arrangements applicable to Credit Suisse executive officers and directors that would be triggered by the Merger Agreement.

Response:
 UBS Group AG respectfully confirms to the Staff that the executive officers and directors of UBS Group AG do
not have any material interests in the transaction that may be different from, or in addition to, those of UBS Group AG’s shareholders.

 With respect to material interests
of the executive officers and directors of Credit Suisse Group in the transaction that may be different from, or in addition to, those of Credit Suisse’s shareholders, UBS Group AG respectfully notes that Item 18 of Form F-4 is not applicable
to the Amended Registration Statement since proxies, consents and authorizations are not to be solicited. Notwithstanding the foregoing, UBS Group AG has revised the disclosure on pages 8, 9 and 25 of the Amended Registration Statement to include
additional information with respect to certain material interests of the executive officers and directors of Credit Suisse Group in the transaction that may be different from, or in addition to, those of Credit Suisse’s shareholders that has
been provided by Credit Suisse and UBS Group AG is to able to provide at this time.

2.
 Please add a question and answer that describes how shareholders holding
twenty-two or fewer Credit Suisse ordinary shares may request to receive one UBS Group AG ordinary share upon payment of the difference between the Share Fraction Rights and one UBS Group AG ordinary share.
Please also tell us how you considered the registration requirements of the Securities Act with respect to these shares. We note that Section 3.2.3 of the Merger Agreement states that this provision is available “where
permitted by law without registration or qualification of the UBS Shares . . .” Finally, please clarify whether this provision will be available to investors who hold ADSs.

Response:
 As the Staff noted, Section 3.2.3 of the Merger Agreement states that this provision is available
“where permitted by law without registration or qualification of the UBS Shares.” For this reason, the disclosure on page 45 of the Registration Statement noted that the provision would be available only to “[c]ertain
Credit Suisse shareholders” (emphasis added). UBS Group AG confirms that the provision is not available to holders of Credit Suisse ordinary shares in the United States and is also not available to holders of Credit Suisse ordinary shares
represented by Credit Suisse ADSs. UBS Group AG has revised the disclosure on page 56 of the Amended Registration Statement to clarify this point. Mention is made of this provision in the description of the Merger Agreement only for completeness. As
the provision is not available to holders of Credit Suisse ordinary shares in the United States and is also not available to holders of Credit Suisse ordinary shares represented by Credit Suisse ADSs, UBS Group AG respectfully believes that a
question and answer on this topic is not relevant and could be confusing to investors.

 When will Credit Suisse shareholders receive
their merger consideration, page 7

3.
 Please tell us whether you will identify the Exchange Agent prior to the effectiveness of the registration
statement.

Response:
 UBS Group AG confirms that UBS AG has been engaged as the exchange agent. In response to the Staff’s
comment, UBS Group AG has revised the disclosure accordingly on page 4 of the Amended Registration Statement.

 Is the exchange ratio
subject to adjustment based on changes, page 7

2

4.
 Please disclose here and on the cover page the aggregate number and the aggregate value of the UBS Group AG
ordinary shares that Credit Suisse shareholders will receive pursuant to the Merger Agreement.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages the cover
page and page 7 of the Amended Registration Statement.

 Prospectus Summary, page 11

5.
 Please expand your disclosure in this section to include summaries of the following information, and, in an
appropriate section of your prospectus, please include more detailed discussions of the items listed below so that investors understand the terms both of the Merger Agreement and the related agreements as well as the characteristics of the combined
company:

•

 a description of the Special Ordinance and related measures, and of the various agreements and “separate
arrangements” pertaining to this transaction, including (i) the liquidity facilities provided by the Swiss National Bank and guarantees by the Swiss Confederation, (ii) the guarantee by the Swiss
Confederation in favor of UBS Group AG for CHF 9 billion if losses incurred by UBS Group AG on certain non-core assets held by Credit Suisse entities exceed CHF 5 billion,
(iii) the agreement that, in the event such losses exceed CHF 14 billion, UBS Group AG and the Swiss government will discuss entering into a profit-loss sharing agreement, (iv) FINMA’s
agreement to grant a transitional period for UBS Group AG to comply with the required capital buffers, (v) the FINMA decree ordering Credit Suisse to write-down the principal and interest of all of Credit Suisse’s AT1
securities, and (vi) the expiration date of the Ordinance as well as the approvals necessary to extend the Ordinances beyond the expiration date.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure on pages 15 and 39-42 of the
Amended Registration Statement.

 UBS Group AG respectfully advises the Staff that the Special Ordinance is an
order of the Swiss Federal Council and was implemented under extenuating circumstances, as detailed in the section entitled “Background and Reasons for the Transaction” of the Amended Registration Statement, as previously
discussed with you and also as widely reported in the media. Since the announcement of the transaction, UBS Group AG has been in active discussions with the Swiss government and its representatives to detail and document the parameters of the
various measures included in the Special Ordinance that are identified in the Staff’s comment. These discussions and processes are still underway and the outcome of the discussions is not yet known. UBS Group AG accordingly believes that
disclosure relating to these matters beyond what is included in the Amended Registration Statement would be premature, potentially misleading and disruptive to the ongoing discussions.

•

 a description of the combined company, including, for example, (i) the management of the
combined company, including a description of the newly created role of Group Risk Control Head of Integration, (ii) the amount of invested assets of the wealth management segment of the combined company, including any balancing
language necessary due to continued Credit Suisse outflows, (iii) the size of the Investment Bank segment, including your plans to move the majority of Credit Suisse Markets positions to
non-core and to exit Credit Suisse’s Non-Core Unit and Securitized Products Group, (iv) the combined company’s market share of the Swiss
home market, including whether you intend to fully integrate into a single brand in the Swiss home market or internationally, (v) the possible

3

spin-off of any material Credit Suisse business units, and (vi) a description of your cost reduction plans, including a summary of how you intend
to reach these goals and by when.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15 and 47
of the Amended Registration Statement. UBS Group AG respectfully advises the Staff that planning with respect to the integration of Credit Suisse and its businesses into UBS Group AG and its businesses is underway and certain final decisions
(including with respect to the matters identified in the Staff’s comment but not addressed in the Amended Registration Statement) have not yet been made and, accordingly, further disclosure relating to these matters would be premature and
potentially misleading.

 The Transaction and the Merger Agreement, page 12

6.
 Please consider including a diagram showing the corporate structure of the parties before and after the
merger.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on page 13 of the
Amended Registration Statement.

 Treatment of Credit Suisse Equity Awards, page 12

7.
 Please disclose here whether the exchange ratio of the merger will be applied to the Credit Suisse equity
awards, options and share appreciation rights that you intend to convert to UBS Group AG equity awards, options and share appreciation rights.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 14 and 56
of the Amended Registration Statement.

 Background and Reasons for the Transaction, page 13

8.
 Please revise your disclosure on page 13 to include a summary of the background of the merger and each
party’s reasons for the transaction, including a description of the positive and negative factors considered by your board of directors and Credit Suisse’s board of directors prior to approving the Merger Agreement.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15 and 42
of the Amended Registration Statement with respect to UBS Group AG’s reasons for the transaction, including a description of the positive and negative factors considered by UBS Group AG’s board of directors prior to approving the Merger
Agreement, as well as the reasons the Credit Suisse board of directors determined that at the time entering into the merger agreement with UBS Group AG was the only option available to Credit Suisse. As detailed in the section entitled
“Background and Reasons for the Transaction” of the Amended Registration Statement, the Government Representatives had indicated that Credit Suisse (a Global Systemically Important Bank) would need to be placed into resolution or
into bankruptcy without a rescue and a resolution or bankruptcy of Credit Suisse, which would have resulted in Credit Suisse shareholders receiving no consideration as well as a very severe negative impact on the financial markets and the banking
system in Switzerland and around the world. UBS Group AG also notes that, as a result of the Special Ordinance, the transaction will be implemented without the need for the approval of UBS Group AG shareholders or

4

Credit Suisse shareholders. Therefore, UBS Group AG respectfully believes that providing the additional information identified in the Staff’s comment with respect to Credit Suisse would not
be material to an understanding of the background of the transaction and of Credit Suisse’s reasons for entering into the transaction.

Approvals Required for the Transaction, page 15

9.
 Please revise to clarify here and on page 33 the approvals and conditions that may be waived by UBS Group AG
or Credit Suisse. In addition, please provide a brief summary of the FINMA “separate arrangements” referenced in the first bullet point on page 15. Also, for each of the pending approvals, please provide the date it was submitted, and, if
known, an estimate of when you will receive notice regarding each approval.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure on pages 18 and 44-45 of the
Amended Registration Statement. As noted in UBS Group AG’s response to Comment No. 5 above, discussions with the Swiss government and its representatives to detail and document the parameters of the various measures included in the Special
Ordinance are still underway and the outcome of the discussions is not yet known. UBS Group AG accordingly believes that providing additional detail relating to the FINMA “separate arrangements” beyond what is already included in the
Amended Registration Statement would be premature, potentially misleading and disruptive to the ongoing discussions.

 Termination of
the Merger Agreement, page 17

10.
 Please revise to include a summary of the solicitation provisions described on page 47, the Termination Fee
Events and the Termination Fee. Please also provide, in this context, a summary of the FINMA Bail-In Measures Condition in the Merger Agreement.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 19 and 20
of the Amended Registration Statement.

 Comparison of Rights of UBS Group AG Shareholders and Credit Suisse Shareholders, page 17

11.
 Please revise your disclosure on page 17 to include a summary of the material differences in the rights of
Credit Suisse shareholders and UBS Group AG shareholders.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on page 20 of the
Amended Registration Statement.

 Risk Factors, page 18

12.
 Please add a risk factor that addresses the risks related to the termination date of the Special Ordinance
six months after commencement if the date is not extended by the Swiss government. Please clarify whether and how any related agreements or separate arrangements then in place would be affected by termination of the Special Ordinance, and whether
termination would give rise to your ability to terminate the Merger Agreement.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on page 23 of the
Amended Registration Statement.

13.
 Please add a risk factor that addresses the material risks related to the due diligence process in
connection with the merger. In this regard, we note that the Recitals to the Merger Agreement state that the very accelerated timeframe within which the negotiations took place did not allow for the performance of customary due diligence.

5

Response:
 In response to the Staff’s comment, UBS Group AG has revised the

United States securities and exchange commission logo
May 5, 2023
Sergio P. Ermotti
Group Chief Executive Officer
UBS Group AG
Bahnhofstrasse 45, 8001
Zurich, Switzerland
Re:UBS Group AG
Registration Statement on Form F-4
Filed April 26, 2023
File No. 333-271453
Dear Sergio P. Ermotti:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Questions and Answers, page 6
1.Please add disclosure here and in the Risk Factors section that describes any material
interests that the UBS Group AG and Credit Suisse executive officers and directors have
in the business combination that may be different from, or in addition to, those of the UBS
Group AG and Credit Suisse shareholders, respectively.  Also include quantitative
information regarding any change of control provisions under agreements, plans or
arrangements applicable to Credit Suisse executive officers and directors that would be
triggered by the Merger Agreement.
2.Please add a question and answer that describes how shareholders holding twenty-two or
fewer Credit Suisse ordinary shares may request to receive one UBS Group AG ordinary
share upon payment of the difference between the Share Fraction Rights and one UBS

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 5, 2023 Page 2
 FirstName LastNameSergio P.  Ermotti
UBS Group AG
May 5, 2023
Page 2
Group AG ordinary share.  Please also tell us how you considered the registration
requirements of the Securities Act with respect to these shares.  We note that Section 3.2.3
of the Merger Agreement states that this provision is available "where permitted by law
without registration or qualification of the UBS Shares . . . ." Finally, please clarify
whether this provision will be available to investors who hold ADSs.
When will Credit Suisse shareholders receive their merger consideration, page 7
3.Please tell us whether you will identify the Exchange Agent prior to the effectiveness of
the registration statement.
Is the exchange ratio subject to adjustment based on changes, page 7
4.Please disclose here and on the cover page the aggregate number and the aggregate value
of the UBS Group AG ordinary shares that Credit Suisse shareholders will receive
pursuant to the Merger Agreement.
Prospectus Summary, page 11
5.Please expand your disclosure in this section to include summaries of the following
information, and, in an appropriate section of your prospectus, please include more
detailed discussions of the items listed below so that investors understand the terms both
of the Merger Agreement and the related agreements as well as the characteristics of the
combined company:

•a description of the Special Ordinance and related measures, and of the various
agreements and "separate arrangements" pertaining to this transaction, including (i)
the liquidity facilities provided by the Swiss National Bank and guarantees by the
Swiss Confederation, (ii) the guarantee by the Swiss Confederation in favor of UBS
Group AG for CHF 9 billion if losses incurred by UBS Group AG on certain non-
core assets held by Credit Suisse entities exceed CHF 5 billion, (iii) the agreement
that, in the event such losses exceed CHF 14 billion, UBS Group AG and the Swiss
government will discuss entering into a profit-loss sharing agreement, (iv) FINMA's
agreement to grant a transitional period for UBS Group AG to comply with the
required capital buffers, (v) the FINMA decree ordering Credit Suisse to write-down
the principal and interest of all of Credit Suisse's AT1 securities, and (vi) the
expiration date of the Ordinance as well as the approvals necessary to extend the
Ordinances beyond the expiration date.

•a description of the combined company, including, for example, (i) the management
of the combined company, including a description of the newly created role of Group
Risk Control Head of Integration, (ii) the amount of invested assets of the wealth
management segment of the combined company, including any balancing language
necessary due to continued Credit Suisse outflows, (iii) the size of the Investment
Bank segment, including your plans to move the majority of Credit Suisse Markets

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 5, 2023 Page 3
 FirstName LastNameSergio P.  Ermotti
UBS Group AG
May 5, 2023
Page 3
positions to non-core and to exit Credit Suisse's Non-Core Unit and Securitized
Products Group, (iv) the combined company's market share of the Swiss home
market, including whether you intend to fully integrate into a single brand in the
Swiss home market or internationally, (v) the possible spin-off of any material Credit
Suisse business units, and (vi) a description of your cost reduction plans, including a
summary of how you intend to reach these goals and by when.
The Transaction and the Merger Agreement, page 12
6.Please consider including a diagram showing the corporate structure of the parties before
and after the merger.
Treatment of Credit Suisse Equity Awards, page 12
7.Please disclose here whether the exchange ratio of the merger will be applied to the Credit
Suisse equity awards, options and share appreciation rights that you intend to convert to
UBS Group AG equity awards, options and share appreciation rights.
Background and Reasons for the Transaction, page 13
8.Please revise your disclosure on page 13 to include a summary of the background of the
merger and each party's reasons for the transaction, including a description of the positive
and negative factors considered by your board of directors and Credit Suisse's board of
directors prior to approving the Merger Agreement.
Approvals Required for the Transaction, page 15
9.Please revise to clarify here and on page 33 the approvals and conditions that may be
waived by UBS Group AG or Credit Suisse.  In addition, please provide a brief summary
of the FINMA "separate arrangements" referenced in the first bullet point on page 15.
Also, for each of the pending approvals, please provide the date it was submitted, and, if
known, an estimate of when you will receive notice regarding each approval.
Termination of the Merger Agreement, page 17
10.Please revise to include a summary of the solicitation provisions described on page 47, the
Termination Fee Events and the Termination Fee.  Please also provide, in this context, a
summary of the FINMA Bail-In Measures Condition in the Merger Agreement.
Comparison of Rights of UBS Group AG Shareholders and Credit Suisse Shareholders, page 17
11.Please revise your disclosure on page 17 to include a summary of the material differences
in the rights of Credit Suisse shareholders and UBS Group AG shareholders.
Risk Factors, page 18
12.Please add a risk factor that addresses the risks related to the termination date of the

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 5, 2023 Page 4
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
May 5, 2023
Page 4
Special Ordinance six months after commencement if the date is not extended by the
Swiss government.  Please clarify whether and how any related agreements or separate
arrangements then in place would be affected by termination of the Special Ordinance,
and whether termination would give rise to your ability to terminate the Merger
Agreement.
13.Please add a risk factor that addresses the material risks related to the due diligence
process in connection with the merger.  In this regard, we note that the Recitals to the
Merger Agreement state that the very accelerated timeframe within which the negotiations
took place did not allow for the performance of customary due diligence.
14.Please add a risk factor that addresses the potential continued or increased outflows of
deposits or net assets of Credit Suisse or the combined company. In this regard, we note
disclosure in Credit Suisse's Form 6-K furnished April 24, 2023.
15.Please address the material risks inherent in the factors that contributed to the
determination of the merger consideration cited in Section 3.1.3 of the Merger Agreement.
For example, we note the reference to the extreme uncertainty of the market environment
in which negotiations took place.
16.Please add separate risk factors to address each material risk associated with the
integration of UBS Group AG and Credit Suisse.  In this regard, we note your disclosure
in the first full paragraph on page 20.
17.Please add a risk factor that addresses the material risks related to the write-down of the
principal and interest of all Credit Suisse AT1 securities.  For example, consider
discussing material legal risks relating to the write-down, as well as pricing or liquidity
risks relating to the combined company's ability to issue AT1 securities in the future.
Certain contractual counterparties may seek to modify contractual relationships, page 19
18.Please expand this risk factor to address whether any counterparties have sought to
terminate or modify material contractual obligations or to discontinue the relationship
with Credit Suisse or UBS Group AG in connection with the merger, and please disclose
whether any counterparties have material contractual rights that will be triggered as a
result of the transaction.  Similarly, please revise the next risk factor entitled "Certain
UBS Group AG and Credit Suisse agreement(s) . . . " to identify whether you or Credit
Suisse have material agreements that contain change of control or anti-assignment
provisions that are triggered by the transaction, and, if so, whether you or Credit Suisse
have obtained the necessary waivers or consents required pursuant to such agreements.
Completion is subject to conditions and there is no assurance such conditions will be satisfied,
page 19
19.Please expand this risk factor or add a separate risk factor that addresses the material risks
to you and Credit Suisse if the merger is not consummated.

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 5, 2023 Page 5
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
May 5, 2023
Page 5
UBS Group AG may not realize all of the expected cost reductions, page 19
20.Please include disclosure regarding the type of cost reductions and benefits the company
identified as part of the acquisition. In addition, ensure appropriate balancing disclosure is
included in the filing identifying any potential dis-synergies, uncertainties and risks
associated with the achievement and timing of attaining those reductions and benefits. For
example, we note similar commentary and disclosure included in the UBS Group AG
Form 6-K furnished on March 20, 2023 referring to a potential $8 billion of run rate cost
reductions by 2027.
UBS Group AG and Credit Suisse may have difficulty attracting, page 20
21.Please revise to briefly describe the restrictions that the Swiss Federal Department of
Finance has placed on the compensation of certain employees of Credit Suisse.
The Combined Group will have significant ongoing litigation and investigation matters, page 23
22.Please revise to include a summary of the material ongoing litigation and investigation
matters regarding UBS Group AG and Credit Suisse, including quantitative information, if
known.
UBS Group AG and Credit Suisse may incur substantial tax liabilities in connection with the
transaction, page 24
23.Please revise to discuss any reasonably likely causes that would result in the tax value of
the participations taken over by UBS Group AG to increase, which may lead to Swiss
corporate income tax exposure on the increase in value.  Additionally, please revise to
provide quantification of material risks to allow an investor to understand the magnitude
of the risks and potential impact on your financial condition and results of operations in
future periods.
The Merger, page 30
24.Please describe the material terms of the agreements related to (i) the liquidity facilities
from the Swiss National Bank and the guarantees by the Swiss Confederation, (ii) the
guarantee by the Swiss Confederation in favor of UBS Group AG for CHF 9 billion if
losses incurred by UBS Group AG on certain non-core assets held by Credit Suisse
entities exceed CHF 5 billion, (iii) the agreement that, in the event such losses exceed
CHF 14 billion, UBS Group AG and the Swiss government will discuss entering into a
profit-loss sharing agreement, and (iv) FINMA's agreement to grant a transitional period
for UBS Group AG to comply with the required capital buffers. In addition, please
advise whether you intend to file each of these agreements as exhibits to your registration
statement.

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 5, 2023 Page 6
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
May 5, 2023
Page 6
Background and Reasons for the Transaction, page 31
25.We note your disclosure that Credit Suisse has experienced a substantial wave of deposit
and net asset outflows and, further, that Credit Suisse obtained liquidity by borrowing
against collateral from the Swiss National Bank under its emergency liquidity assistance
facility. Please expand your disclosures to provide quantitative details during relevant or
impacted periods leading up to the Merger Agreement similar to disclosure that is
included in the Form 6-K submitted by Credit Suisse Group AG on April 24, 2023. In this
regard, we note that disclosures in the referenced Form 6-K quantify the net asset and
deposit outflows occurring during the first quarter of 2023, as well as Swiss National
Bank facility borrowing and repayment activities.
26.Please supplement your disclosure to describe any material events, transactions or
activities occurring subsequent to March 19, 2023 that have been completed or are
reasonably likely to cause reported financial information not to be necessarily indicative
of future operating results or of future financial condition. For example, and without
limitation, we note disclosure in the Form 6-K furnished by Credit Suisse Group AG on
April 24, 2023 relating to a sale of a significant part of the Securitized Products Group to
entities and funds managed by affiliates of Apollo Global Management, and to the
agreement to terminate the acquisition of The Klein Group, LLC.
27.Please expand the disclosure in this section to address the following:

•provide greater detail regarding the activities of the Strategy Committee, including
what "developments" were reviewed between October 2022 and February 2023, the
reasons such reviews were initiated and the reasons that management, at the direction
of the Strategy Committee, undertook a preliminary assessment of what
consequences a transaction with Credit Suisse would have, and provide a brief
description of the "preliminary assessment" presented to the Strategy Committee on
December 19, 2022;

•clarify why, in February 2023, the UBS Group AG board of directors believed that it
could be required to acquire Credit Suisse and why teams including UBS Group AG
personnel, external legal advisors and Morgan Stanley prepared in January to mid-
March 2023 possible legal structures and financial analyses for an acquisition of
Credit Suisse by UBS Group AG actively supported by the Swiss government;

•identify the key representatives from UBS Group AG and Credit Suisse that attended
each of the meetings disclosed in this section;

•discuss the other "possible options" that the Government

September 19, 201 9
Via E-mail
Kirt Gardner
Chief Financial Officer
UBS Group AG
Bahnhofstrasse 45, CH -8001
Zurich
Switzerland

 Re: UBS Group AG
  UBS AG
  Form s 20-F for the Fiscal Year Ended December 31, 201 8
  Filed March 15 , 2019
  File No s. 1-36764 and 1 -15060

Dear Mr. Gardner :

We refer you to our comment letter  dated  September 3, 2019  regarding business contacts
with Syria and Sudan .  We have completed our review of this subject matter.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Todd Tuckner , Controller
  UBS Group AG

  Pamela Long
  Assistant Director

CORRESP
1
filename1.htm

ubsgroupag.20f.ogsr.letter

UBS Group  AG

UBS AG

Postfach

8098 Zürich

Group
CFO

Kirt
Gardner

Tel: +41-44-237-3791

kirt.gardner@ubs.com

Group Controller  and  Chief  Accounting  Officer

Todd Tuckner

Tel: +203-719-0381

todd.tuckner@ubs.com

www.ubs.com

Ms. Cecilia Blye, Chief

Office of  Global  Security Risk

Securities and Exchange Commission

100 F
Street, NE

Washington DC 20549-1090

Re:       UBS Group AG

            UBS AG

Form 20-F for the Fiscal Year  Ended  December  31,  2018

Filed March 15,  2019

File Nos.  1-36764
and  1-15060

September 17,  2019

Dear Ms.  Blye,

We respectively  submit  a  response  to  your  letter  dated  September  3,  2019  from  the  staff  of  the  Securities  and  Exchange
Commission  relating  to  Form  20-F  for  the  Fiscal  Year  Ended  December  31,  2018,  filed  March 15,
2019.

1.
Please  describe  to  us  the  nature  and  extent  of  any  past,  current,  and  anticipated  contacts  with  Syria  and  Sudan  since  our  2016  review,  including
contacts  with  those  countries'  governments,  whether  through  subsidiaries,  affiliates,  or  other  direct  or  indirect  arrangements.
  As
you  are  aware,  Syria  and  Sudan  are  designated  by  the

U.S. Department  of  State  as  state  sponsors
of  terrorism  and  are  subject
to  U.S.  economic  sanctions  and/or  export  controls.  Your  Form  20-F  does  not  provide
disclosure about those
countries.

UBS has  no  past,  current,  or  anticipated  contact  with  the  Subject  Countries,  either  directly
or  through  subsidiaries,  affiliates,  customers  or  direct  or  indirect  arrangements,  apart  from  those  that  may  be  licensed
or  otherwise  permitted
by  the  U.S.  Department  of  the  Treasury,
Office  of  Foreign
Assets  Control  ("OFAC")  as set  forth below  in  response
to SEC Question 2.

UBS Group  AG  and  UBS  AG  ("UBS"  or  the  "Bank")  do  not  have  a  subsidiary  or  affiliate,  employees,  or  other  physical
presence  in  either
Syria  or  Sudan  (the  "Subject  Countries").  UBS  maintains
a  Group  Sanctions
Policy  (the  "Policy")  that  prohibits  transactions  involving  Syria  and  transactions  involving  the  Government  of  Sudan.  Pursuant
to  the  Policy,  UBS  restricts
dealings  with  clients  where  the  Bank  could  provide  benefit  to  the  foregoing.  UBS's  know-your-customer  policies  also  require  that  additional  inquiries  be  made  where  there  are  indications  that  a  client  has  dealings  in  or  with  a  sanctioned  country  or government.
The Bank's  systems  and controls  are  designed
to  prevent

Page 2

transactions involving  the  Subject  Countries  and  sanctioned  parties.  Additionally,  the  Bank  performs  periodic  reviews  of  our  clients  to  ensure  that  any  new  potential  risks  are  identified  and  promptly  addressed.  These
systems, controls,
and reviews are
subject to regular audit  and  testing.

2.
Please  discuss  the  materiality  of  any  contacts
with  Syria  and  Sudan  in  quantitative  terms  and  in  terms  of  qualitative  factors  that  a  reasonable  investor  would  deem  important  in  making  an  investment  decision.  Tell  us  the  approximate  dollar  amounts  of  any  revenues,
assets  and  liabilities  associated  with  those  countries  for  the  last  three  fiscal  years  and  the  subsequent  interim  period.  Address  for  us  the  potential
impact  of  the  investor
sentiment  evidenced  by  divestment  and  similar
initiatives  that  have  been  directed  toward  companies  that  have  operations  associated
with state sponsors of  terrorism.

We do  not  believe  that  any  activities  involving  the  Subject  Countries,  individually  or  in  the  aggregate,  constitute  a  material
risk  to  our  security
holders.  UBS  has  no  relationships  with  the  governments,  state-owned  enterprises,  or  banks  of  the  Subject
Countries.  UBS  AG  and  UBS  Switzerland  AG  hold  a  small  number  of  legacy  private  accounts  for  persons  domiciled  in  Syria  with  whom  it  transacts
in  accordance  with  a  specific  OFAC  license.  Sudan  is  no  longer  subject
to  comprehensive  U.S.  sanctions  and  accordingly  the  Bank’s  small  number  of  relationships  with  those  domiciled  in  Sudan  (e.g.  international  organization  employees  on  mission)
do  not  require  OFAC  general
or specific
licensing.

Below is  information  concerning  UBS's  global  exposure  to  Sudan  and  Syria.  We  consider
our  exposure  to  these  Subject
Countries  to  be  immaterial  relative  to  our  overall  business
and  in  compliance with sanctions requirements  as  explained in the paragraph above:

  USD

  31-Dec-16

  31-Dec-17

  31-Dec-18

  30-Jun-19

  Sudan

  Syria

  Sudan

  Syria

  Sudan

  Syria

  Sudan

  Syria

  Revenues

  14,608

  78,710

  26,067

  149,150

  23,788

  118,254

  23,357

  45,542

  Client Assets

  2,054,376

  11,688,267

  2,078,920

  9,677,352

  4,028,235

  10,605,347

  5,094,351

  9,759,079

  Assets

  3,000

  28,000

  5,000

  10,000

  248,000

  804,000

  2,000

  810,000

  Liabilities

  -
  2,118,000

  -
   5,090,000

  -  1,853,000

  -
  4,016,000

  -  1,701,000

  -
   4,434,000

  -  2,391,000

  -  4,322,000

With respect  to  various  US  state  divestment  laws  or  similar  initiatives  that  require  divestment  from,  or  reporting
of  interests  in,  companies
that  do  business  with  state  sponsors
of  terrorism,  we  believe
that  our  Group  Sanctions
Policy  and  relevant
systems  and  controls
are  appropriately  designed  to  comply  with  US  sanctions
globally  and  thus  prevent  the  underlying  activity  that  would  trigger  concerns  from  a  divestment perspective.

We appreciate  the  opportunity  to  provide  you  with  this  additional  information.  If you  wish  to  discuss  any  of  our  responses
or  require  further
information,  please  do  not  hesitate  to  contact  Todd  Tuckner  at  +1  203-719-0381 (todd.tuckner@ubs.com).

Yours sincerely,

UBS Group AG

/s/ Kirt  Gardner                                                    /s/ Todd
Tuckner

Kirt Gardner                                                       Todd
Tuckner

Group Chief Financial  Officer                                Group
Controller and Chief
Accounting Officer

September 3 , 201 9
Via E-mail
Kirt Gardner
Chief Financial Officer
UBS Group AG
Bahnhofstrasse 45, CH -8001
Zurich
Switzerland

 Re: UBS Group AG
  UBS AG
  Form s 20-F for the Fiscal Year Ended December 31, 201 8
  Filed March 15 , 2019
  File No s. 1-36764 and 1 -15060

Dear Mr. Gardner :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and  we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand y our disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell  us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. Please describe to us the nature and extent of any past, current, and anticipated contacts
with Syria and Sudan since our 2016 review , including contacts with those countries’
governments, whether through subsidiaries, affiliates, or other direct or indirect
arrangements.  As you are aware, Syria and Sudan are designated by the U.S. Department
of State as state sponsors of terrorism and  are subject to U.S. economic sanctions and/or
export controls.  Your Form 20 -F does not provide disclosure about those countries.

2. Please discuss the materiality of any contacts with Syria and Sudan in quantitative terms
and in terms of qualitative fact ors that a reasonable investor would deem important in
making an investment decision.  Tell us the approximate dollar amounts of any revenues,
assets and liabilities associated with those countries for the last three fiscal years and the

Kirt Gardner
UBS Group AG
 September 3 , 2019
 Page 2

 subsequent interim period.  Address for us the potential impact of the investor sentiment
evidenced by divestment and similar initiatives that have been directed toward companies
that have operations associated with state sponsors of terrorism.

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or m e at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Todd Tuckner , Controller
  UBS Group AG

  Pamela Long
  Assistant Director

Mail Stop 4720

February 2, 2017

Via E-mail
Kirt Gardner
Chief Financial Officer
UBS AG
677 Washington Boulevard
Stamford, Connecticut 06901

Re: UBS Group AG
 UBS AG
 Form 20-F for Fiscal Year Ended December 31, 2015
Filed March 18, 2016
File No s. 1-36764 and 1-15060

Dear Mr. Gardner :

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of  their disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Kevin W. Vaughn

Kevin W. Vaughn
Accounting Branch Chief
Office of Financial Services

Mail Stop 4720

September 29, 2016

Via E-mail
Kirt Gardner
Chief Financial Officer
UBS Group  AG
677 Washington Boulevard
Stamford, Connecticut 06901

Re: UBS Group AG
 UBS AG
 Form s 20-F for Fiscal Year Ended December 31, 2015
Filed March 18, 2016
Form 6 -K dated July 29, 2016
File No s. 1-36764 and 1-15060

Dear Mr. Gardner :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe  our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 20 -F

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syrian Human Rights Act,
page 12

1. In your letter to us dated September 30, 2013, you described contacts with Syria and
Sudan.  As you are aware, Syria and Sudan are designated by the U.S. Department of
State as state sponsors of terrorism and  are subject to U.S. economic sanctions and export
controls.  Your Form 20 -F does not include information about those countries.  Please
describe to us the nature and extent of your past, current, and anticipated contacts with
Syria and Sudan since your 20 13 letter, whether through subsidiaries, affiliates,
customers or other direct or indirect arrangements.  You should describe any products,
services, or technology you have provided to Syria and Sudan, directly or indirectly, and

Kirt Gardner
UBS Group  AG
September 29, 2016
Page 2

 any agreements, commercial  arrangements, or other contacts with the governments of
those countries or entities they control.

2. Please discuss the materiality of any contacts with Syria and Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent inter im period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  As you know, various state and
municipal governments, universities, and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.  You should  address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Syria and Sudan.

Consolidated Financial Statements of UBS Group AG, page 390

Note  1 Summary of significant ac counting policies , page 409

b) Changes in accounting policies, comparability and other adjustments , page 428

Statement of cash flows – definition of cash and cash equivalents , page 428

3. Please address the following regarding your disclosure that you have  changed your
definition of cash and cash equivalents to ex clude cash collateral receivables on
derivative instruments with bank counterparties.

 Please describe the drivers for this change in classification.  As part of your response, t ell
us how you co nsidered paragraph 7 of IAS 7 in determining your treatment of these
receivables before and after the change.

 Tell us the duration terms of the derivative contracts which are collateralized by the cash
receivables formerly treated as cash equivalents.

 Clarify whether all cash collateral receivables from banks for your derivative contracts
were formerly included in cash equivalents or only a subset of your cash collateral
receivab les meeting certain parameters.  Please identify  any suc h parameters in y our
response.

Kirt Gardner
UBS Group  AG
September 29, 2016
Page 3

Form 6 -K filed on July 29, 2016

UBS Group AG Interim Consolidated Financial Statements , page 75

Note 1. Basis of Accounting, page 86

London Clearing House interest rate swaps converted to a settlement model, p age 86

4. We note your disclosure that effective June 30, 2016 you elected to convert your interest
rate swaps transacted with the London Clearing House (LCH) from the previous
collateral model to a settlement model.   Your disclosure goes on to state that the intere st
rate swaps are now legally settled on a daily basis resulting in the derecognition of the
associated assets and liabilities, and the effect of this change as of June 30, 2016 is a CHF
93 billion reduction in gross cash collateral receivables and payable s on derivative
instruments and corresponding netting presented in Note 12.   Please address the
following:

 Tell us in more detail the specific terms that changed as a result of the conversion that
resulted in the interest rate swaps now being considered l egally settled on a daily
basis.   As part of your response, please tell us whether the timing or amount of cash flows
related to the interest rate swaps has changed.

 Tell us whether any of the interest rate swaps that were affected by the conversion were
included in hedge accounting relationships at the time of conversion.   If so, please tell us
your consideration of the guidance in paragraphs 91 and 101 of IAS 39.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, th ey are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

Kirt Gardner
UBS Group  AG
September 29, 2016
Page 4

You may contact  Michael Henderson, Staff Accountant at (202) 551 -3364 or Kevin W.
Vaughn, Branch Chief at (202) 551 -3494  if you have questions regarding comments on the
financial statements and related matters.  Please contact me at (202) 551 -3419 with any other
questions.

Sincerely,

 /s/ Christian N. Windsor

Christian N. Windsor
Special Counsel
Office of Financial Services

CORRESP
1
filename1.htm

Correspondence

 October 9, 2014

VIA EDGAR FILING AND EMAIL

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, NE

 Washington, D.C. 20549

 Attention: Suzanne
Hayes

Re:
UBS Group AG Registration Statement on Form F-4, as amended (File No. 333-199011)

Acceleration Request

Requested Date: October 10, 2014

Requested Time: 12:00 PM Eastern Time

Dear Ms. Hayes:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, UBS Group AG (“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) declare the above-captioned Registration Statement on Form F-4 effective at the
“Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

 The Registrant hereby
authorizes David B. Rockwell of Sullivan & Cromwell LLP, the Registrant’s legal counsel, to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Rockwell at +44 20
7959 8575. Please also provide a copy of the Commission’s order declaring the Registration Statement on Form F-4 effective to Mr. Rockwell via email at rockwelld@sullcrom.com and via mail at 1 New Fetter Lane, London EC4A 1AN, United Kingdom.

 Sincerely,

UBS Group AG

By:

 /s/ David Kelly

Name:

David Kelly

Title:

Managing Director

By:

 /s/ Sarah Starkweather

Name:

Sarah Starkweather

Title:

Executive Director

CC:
Michele Anderson

 Christina Chalk

(Securities and Exchange Commission)

David B. Rockwell

 Lucas H.
Carsley

 (Sullivan & Cromwell LLP)

July 15, 2014

Via E -mail
Tom Naratil
Chief Financial Officer
UBS Group AG
677 Washington Boulevard
Stamford, Connecticut  06901

Re: UBS Group AG
Draft Registration Statement on Form  F-4
Submitted June 17, 2014
And Documents Incorporated by Reference
  CIK No. 0001610520

Dear Mr. Naratil :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do  not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registra tion statement or filed registration statement,  we may have  additional
comments.

Draft Registration Statement on Form F -4

1. We note that you have submitted a request for exemptive relief from certain US tender
offer rules in connection with the exchange offer. We are continuing to process and
consider that request. Please note that by issuing these comments, we are not taking a
position with respect to your separate request. Further, we will likely issue additional
comments as revisions are made to the ex emptive letter.  Please confirm your
understanding in a response letter.

Tom Naratil
UBS Group AG
July 15, 2014
Page 2

 2. Please see our comment above.  Please confirm that you will conform the statements
made in the registration statement to the parameters outlined in your request letter and to
relief,  if any, that is granted.

3. We note that the exchange offer is to acquire “any and all issued registered shares” of
UBS  AG.  Please tell us what “registered” means in this context.  We note the description
of your capital structure on page 259 of your 2013 Form 20 -F.  To the extent that
“registered” means recorded in your share register, explain to us how the shares that are
not registered in the share register will be treated in the exchange offer.

Cover Page

4. State the minimum tender condition of 90% on  the cover page of the offer materials.

Questions and Answers about the Exchange Offer, page 1

What are the conditions to the exchange offer?,  page 3

5. You indicate  that the conditions specified in clauses 2, 4 and 5 may not be waived.  It is
unclear how  you can proceed without the approvals identified in clause 3.  Please explain.

What will happen if the minimum acceptance condition is waived?, page 3

6. Since you are conducting an exchange offer, please consider the possibility that if you
waive the mini mum acceptance condition to a level where you are not able to squeeze out
remaining minority shareholders of UBS, you may be required to disseminate additional
amended offer materials and extend the offering period beyond the five beyond five
additional bu siness days to allow shareholders time to understand the changes made.
Please confirm your understanding.

7. If possible, revise to provide parameters regarding the possible reduction or waiver of the
minimum acceptance condition. For example, is there a lev el below which you will not
go?

8. The offer materials should be revised where appropriate to discuss your plans for and
ability to conduct a second -step transaction at the lowest possible minimum acceptance
condition contemplated. In addition, any barriers to achieving the stated purpose of the
offer at this lower acceptance level should be explained.

Can I participate in the Swiss offer?, page 7

9. Since US persons may participate in the Swiss offer, tell us how you calculated the
number of UBS Group AG shar es used to calculate the filing fee. This is not clear from
footnote (1) to the fee table on the facing page of the registration statement.

Tom Naratil
UBS Group AG
July 15, 2014
Page 3

 If I decide not to tender, how will the exchange offer affect my UBS Shares?, page 8

10. The disclosure here is confu sing because it seems to imply that UBS and the market for
its shares may continue to exist after the offer. While this may be the case, if you
complete the offer subject to the 90% minimum tender condition, there will be no market
for USB shares going for ward and remaining minority shareholders will be squeezed out.
Please revise to clarify.

Background of the Exchange Offer, page 35

11. Please identify the members of the Group Executive Board who were involved in the
events described in this section.

12. Refer to the following sentence on page 36: “At this meeting, the GEB discussed the
ways in which the implementation of a holding company structure, potentially including
the separation of certain divisions into a separate subsidiary, could address regulat ory
requirements, provide strategic flexibility for the Group and enhance transparency and
accountability of the business divisions.”  Please describe the GEB’s rationale with
respect to how a holding company structure would enhance transparency and
accoun tability of the business divisions , as compared to an organizational structure in
which the business divisions are housed within a single legal entity .

13. We note your disclosure that currently your business divisions and Corporate Center
operate primarily out of UBS AG, as opposed to separate legal entities, and that you are
transitioning towards having “legal entities more closely aligned with business div isions
and regional operations.”  Please describe in greater detail the downside risk of
subsidiarization considered by your GEB and board of directors.  We note, for instance,
the statement on page 54 of your 2013 Form 20 -F that “‘[s]ubsidiarization’ in
Switzerland and elsewhere may create operational, capital, funding and tax inefficiencies
and increase our and counterparties’ credit risk. ”  Similarly, we note the statement on
page 56 of your Form 20 -F that “[s]uch structural changes may negatively impact  our
ability to benefit from synergies between business units [.]”  Please explain each one of
these aspects.

14. Please describe in greater detail “the concessions that would be required from FINMA
and the effects of the UK bank tax levy” to which you refer  on page 37.  Describe the
FINMA rulings that you sought.

15. Please describe in greater detail the “ratings implications” considered by your GEB and
board of directors.

16. Please describe in greater detail the GEB’s assessment of the proposed ring -fenced ent ity
referenced on page 41.

17. Please describe in greater detail the changes that the GEB and board of directors
considered making to “the investment banking booking model.”  We note, for instance,

Tom Naratil
UBS Group AG
July 15, 2014
Page 4

 the following disclosure on page 55 of your 2013 Form 20 -F: “For example, we have
significant operations in the UK and currently use UBS AG’s London branch as a global
booking center for many types of products.  We are being required by the UK Prudential
Regulatory Authority and by FINMA to increase very substantial ly the capitalization of
our UK bank subsidiary, UBS Limited, and expect to be required to change our booking
practices to reduce or even eliminate our utilization of UBS AG London branch as a
global booking center for the ongoing business of the Investmen t Bank. ”  Explain the
rationale for this change.  Also explain the terms “booking practices” and “global
booking center.”

18. Refer to the following sentence on page 42: “ On April 30, 2014, members of the project
team updated the board of directors on the pos sibility of establishing a group holding
company and briefed the board on two alternative means for achieving a group holding
company structure —the first being a share -for-share exchange offer and the second being
the conversion of UBS into a holding compa ny by means of a push -out.”  Please clarify
whether the GEB and/or the board of directors considered any other “ways of achieving a
group holding company effect.”  Describe the pros and cons of those two options and any
other strategic alternatives conside red, and explain why the board ultimately decided on
the share -for-share exchange offer.  Also explain the term “push -out.”

Purpose of the Exchange Offer, page 42

19. Please explain how the series of measures which UBS plans to undertake will “insulate[]
parts of the group to exposure from risks arising in other parts of the group[.]”

20. Refer to the following sentence on page 43: “We anticipate that the exchange offer and
the other measures already announced will allow UBS Group to qualify for a reduction in
the progressive buffer capital requirements applicable to the Group as a systemically
relevant Swiss bank under applicable Swiss ‘too -big-to-fail’ requirements.”  Please
explain and quantify the estimated reduction.

Plans for UBS After the Exchange Off er, page 43

21. Please clarify whether you will still propose the supplementary return to shareholders if
you do not complete the exchange offer.

Material Tax Considerations, page 58

22. We note the disclosure on page 64 that the post -closing dividend “should” be treated, for
U.S. federal income tax purposes, as a dividend or a distribution with respect to UBS
Group Shares but that it is possible that the post -closing dividend “could inste ad be
treated as additional consideration to be received by former shareholders of UBS
pursuant to the exchange transaction.”  Please disclose the reasons for counsel’s
uncertainty, the degree of uncertainty, and the tax consequences in the event that the
dividend is treated as additional consideration in the exchange transaction.  Also clarify
whether there is any such issue with respect to the anticipated post -closing dividend

Tom Naratil
UBS Group AG
July 15, 2014
Page 5

 under the Swiss tax laws.  For guidance, refer to Staff Legal Bulletin No. 19, Legality and
Tax Opinions in Registered Offerings , at Section III.C.4, available on our website  at:
http://www.sec.gov/interps/legal/cfslb19.htm .

Exhibit 5.1

II  Assumptions

23. With respect to the New Shares, it appears that counsel is assuming matters relating to
corporate actions to be taken in the future  and, moreover, is assuming that such actions
will be undertaken “in compliance with Swiss law”  instead of opining on those m atters.
For example, we note the  assumptions  in paragraph (a)  that the registrant’s sole
shareholder “will duly and validly resolve” on the share increase and that the registrant’s
board “will duly and validly resolve ” on the implementation of the share i ncrease and
issuance , all actions  which  appear to be within the registrant’s control  and which underlie
the opinion that the shares will be legally issued, fully paid and non -assessable .  Please
obtain and file a revised opinion that does not include any i nappropriate assumptions.
For guidance, refer to Staff Legal Bulletin No. 19, Legality and Tax Opinions in
Registered Offerings , at Section II.B , available on our website.

III  Opinions

24. It appears that counsel is opining on only the New Shares, as opp osed to the Existing
Shares and the New Shares.  We note from the first page of the opinion letter, however,
that “[t]he Shares subject to the Registration Statement will be comprised of … the
‘Existing Shares’ and … the ‘New Shares.’”  Please explain to u s why an opinion
covering the Existing Shares is unnecessary, or alternatively obtain and file a revised
opinion covering both.

V  Reliance

25. Refer to the following sentence: “ This legal opinion letter is furnished by us, as special
Swiss legal counsel to the Company, in connection with the filing of the Registration
Statement, and, except as provided in the immediately preceding paragraph, it may not be
used by, copied by, circulated by, quoted by, referred to, or disclosed to any party or for
any other pu rpose without our prior written consent. ”  Please obtain and file a revised
opinion that contains no language suggesting a limitation on the ability of investors to
rely on the opinion.

26. Refer to the following sentence: “ This legal opinion letter may only be relied upon on the
express condition that any issues of interpretation or liability arising hereunder will be
governed by the laws of Switzerland. ”  Please obtain and file a revised opinion that does
not include this provision.  The obligation to file t his opinion arises under U.S. law, and it
is inappropriate for counsel to include a provision that may operate  as a disclaimer or
waiver of rights.  See Exchange Act Section 29(a).

Tom Naratil
UBS Group AG
July 15, 2014
Page 6

 Form 20 -F for Fiscal Year End December 31, 2013

Statement of Comprehensiv e Income, page 351

27. We note that you have classified the foreign currency movements related to
comprehensive income attributable to non -controlling interests and comprehensive
income attributable to preferred noteholders as part of the components of other
comprehensive income that will not be reclassified to the income statement.  Please tell
us the drivers of these foreign currency translation amounts for these categories and
provide your analysis of the guidance in IAS 21 that supports your presentation.

Notes to the Consolidated Financial Statements, page 359

Note 26 – Offsetting Financial Assets and Financial Liabilities, page 452

28. We note the line items titled cash collateral receivables on derivative instruments and
cash collateral payables on deriva tive instruments in your offsetting tables, as well as
footnote 1 to the table describing what this balance represents.  Given the description in
footnote 1, please tell us why in all cases the amount of balance sheet netting with gross
assets and gross li abilities exactly offsets in each period for this category.

Note 30 – Interests in Subsidiaries and Other Entities , page 481

a) Interests in subsidiaries, page 481

29. We note that you provide tabular disclosure of your wholly -owned subsidiaries on pages
481 – 482; however, we could not locate any disclosures about the types of structured
entities that you consolidate other than your general consolidation accounting policy on
page 360.  Please consider revising your future filings to provide more specific di sclosure
about the types of structured entities that you consolidate (e.g., managed investment
funds, client investment entities, etc.) and the key factors that trigger consolidation.
Please also revise your future filings to provide the disclosures requi red by paragraphs
14-17 of IFRS 12 related to the risks associated with your interests in such consolidated
structured entities.

General

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of  information in the

Tom Naratil
UBS Group AG
July 15, 2014
Page 7

 correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Angela Connell, Staff Accountant, at (202) 551 -3426 or Stephanie J.
Ciboroski, Senior Assistant Chief Accountant, at (202) 551 -3512  if you have questions regarding
comments on the financial statements and related matters.  Please contact Alexandra M.
Ledbetter, Atto