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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
 Sergio P. Ermotti
FirstName
UBS GroupLastNameSergio P. Ermotti
            AG
Comapany
May        NameUBS Group AG
     19, 2023
May 19,
Page 2 2023 Page 2
FirstName LastName
         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
 Sergio P. Ermotti
FirstName
UBS GroupLastNameSergio P. Ermotti
            AG
Comapany
May        NameUBS Group AG
     19, 2023
May 19,
Page 3 2023 Page 3
FirstName LastName
         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
 Sergio P. Ermotti
FirstName
UBS GroupLastNameSergio P. Ermotti
            AG
Comapany
May        NameUBS Group AG
     19, 2023
May 19,
Page 4 2023 Page 4
FirstName LastName
              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.
 Sergio P. Ermotti
FirstName
UBS GroupLastNameSergio P. Ermotti
            AG
Comapany
May        NameUBS Group AG
     19, 2023
May 19,
Page 5 2023 Page 5
FirstName LastName
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
 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.



FirstName LastNameSergio P. Ermotti                           Sincerely,
Comapany NameUBS Group AG
                                                              Division of
Corporation Finance
May 19, 2023 Page 6                                           Office of Finance
FirstName LastName
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