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March 2015
Issuer Free Writing Prospectus
Registration Statement No. 333-200212
Dated March 2, 2015 Filed pursuant to
Rule 433 |
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STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Auto-Callable
Securities due on or about March 17, 2022
$ Based on the worst performing index among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Contingent Income Auto-Callable Securities (the
securities) offer the opportunity for investors to earn a quarterly contingent payment with respect to each quarterly determination date on which the closing levels of all the underlying indices are equal to or greater than 75% of
their respective initial index levels, which we refer to as the coupon barrier levels. In addition, if the closing levels of all the underlying indices are equal to or greater than their respective call threshold levels on any determination
date, the securities will be automatically redeemed or repaid at maturity, as applicable, for an amount per security equal to (i) the stated principal amount plus (ii) the contingent payment for that quarter. However, if on any
determination date the closing level of any underlying index is less than its respective call threshold level, the securities will not be redeemed and if the closing level of any underlying index is less than its respective coupon
barrier level, you will not receive any contingent payment for that quarterly period. As a result, investors must be willing to accept the risk of not receiving any contingent payment. Furthermore, if the final index level of any underlying
index is below its respective downside threshold level on the final determination date, UBS will pay you a cash payment that will be less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying
return of the underlying index with the lowest underlying return as compared to the other underlying indices (the worst performing underlying index) over the term of the securities, and in extreme situations, you could lose all of your
initial investment. Accordingly, the securities do not guarantee any return of principal at maturity. Investors will not participate in any appreciation of the underlying indices. Because all payments on the securities are based on the worst
performing underlying index, a decline beyond the respective coupon barrier level and/or downside threshold level, as applicable, of any underlying index will result in few or no contingent payments and/or a loss of some and, in extreme
situations, all of your initial investment even if the other underlying indices appreciate or have not declined as much. These securities are for investors who are willing to risk their initial investment and seek an opportunity to earn interest at
a potentially above-market rate in exchange for the risk of receiving no interest over the entire approximately 7-year term of the securities. The securities are unsubordinated, unsecured debt obligations issued by UBS AG, and all payments on the
securities are subject to the credit risk of UBS AG.
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Issuer: |
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UBS AG, London Branch |
Underlying indices: |
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EURO STOXX 50® Index (Bloomberg Ticker:
SX5E) Nikkei 225® Index (Bloomberg Ticker:
NKY) Russell 2000® Index (Bloomberg Ticker:
RTY) |
Aggregate principal amount: |
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$· |
Stated principal amount: |
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$10.00 per security |
Issue price: |
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$10.00 per security (see Commissions and issue price below) |
Pricing date: |
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Approximately March 13, 2015 |
Original issue date: |
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Approximately March 18, 2015 (3 business days after the pricing date) |
Maturity date: |
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March 17, 2022 subject to postponement for certain market disruption events and as described under General Terms of the Securities Market Disruption Events
and Maturity Date in the accompanying product supplement. |
Early redemption: |
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If, on any of the determination dates other than the final determination date, the closing levels of all the underlying indices are equal to or greater than their
respective call threshold levels, the securities will be automatically redeemed for an early redemption amount on the first contingent payment date immediately following the related determination date. |
Early redemption amount: |
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The early redemption amount will be an amount equal to (i) the stated principal amount plus (ii) the contingent payment with respect to the related determination
date. |
Contingent payment: |
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§ If the closing levels of all of the underlying indices are equal to or greater than their respective coupon barrier
levels on any determination date, we will pay a quarterly contingent payment of $0.2125 (equivalent to 8.50% per annum of the stated principal amount) per security on the related contingent payment date.
§ If the closing level of any one underlying index is
less than its respective coupon barrier level on any determination date, we will not pay a quarterly contingent payment with respect to that determination date. |
Determination dates: |
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June 15, 2015, September 14, 2015, December 14, 2015, March 14, 2016, June 13, 2016, September 13, 2016, December 13, 2016, March 13, 2017, June 13, 2017, September 13, 2017,
December 13, 2017, March 13, 2018, June 13, 2018, September 13, 2018, December 13, 2018, March 13, 2019, June 13, 2019, September 13, 2019, December 13, 2019, March 13, 2020, June 15, 2020, September 14, 2020, December 14, 2020, March 15, 2021, June
14, 2021, September 13, 2021, December 13, 2021 and March 14, 2022, subject to postponement for non-trading days and certain market disruption events (as described under General Terms of the Securities Determination Dates,
Final Determination Date and Market Disruption Events in the accompanying product supplement). We also refer to March 14, 2022 as the final determination date. In the event that we make any change to the expected
pricing date and original issue date, the calculation agent may adjust the determination dates (including the final determination date) and maturity date to ensure that the stated term of the securities remains the same. |
Contingent payment dates: |
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With respect to each determination date other than the final determination date, the third business day after the related determination date. The payment of the quarterly
contingent payment, if any, with respect to the final determination date will be made on the maturity date. |
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Payment at maturity: |
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§ If the final index levels of all the underlying indices are equal to or greater than their respective downside threshold levels and coupon barrier
levels: |
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(i) the stated principal amount plus (ii) the contingent payment otherwise payable on the maturity date. |
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§ If the final index level of any underlying index is less than its respective downside threshold level and coupon barrier level: |
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a cash payment that is less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the worst performing underlying index,
for an amount equal to (i) the stated principal amount plus (ii) the stated principal amount times the underlying return of the worst performing underlying index. |
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Underlying return: |
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The quotient, expressed as a percentage of the following formula: (final index level initial index level) / initial index level |
Initial index level: |
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·, which is the closing level of the EURO STOXX 50® Index on the
pricing date ·, which is the closing level of the Nikkei 225® Index on the pricing
date ·, which is the closing level of the Russell 2000® Index on the pricing
date |
Worst performing underlying index: |
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The underlying index with the lowest underlying return as compared to the other underlying indices |
Call threshold level: |
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·, which is equal to 100% of the initial index level of the EURO STOXX
50® Index ·, which is equal to 100% of the initial index level of the Nikkei 225® Index ·, which is equal to 100% of the initial index level of the Russell 2000® Index |
Coupon barrier level: |
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·, which is equal to 75% of the initial index level of the EURO STOXX
50® Index ·, which is equal to 75% of the initial index level of the Nikkei 225® Index ·, which is equal to 75% of the initial index level of the Russell 2000® Index |
Downside threshold level: |
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·, which is equal to 55% of the initial index level of the EURO STOXX
50® Index ·, which is equal to 55% of the initial index level of the Nikkei 225® Index ·, which is equal to 55% of the initial index level of the Russell 2000® Index |
Final index level: |
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The closing level of each underlying index on the final determination date |
CUSIP: |
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90274P393 |
ISIN: |
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US90274P3938 |
Listing: |
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The securities will not be listed on any securities exchange. |
Calculation Agent: |
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UBS Securities LLC |
Commissions and issue level: |
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Price to Public(1) |
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Fees and Commissions(1) |
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Proceeds to Issuer |
Per security |
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100% |
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3.00%(a) |
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96.50% |
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+ 0.50%(b) |
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3.50% |
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Total |
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$· |
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$· |
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$· |
(1) |
UBS Securities LLC will purchase from UBS AG the securities at the price to public less a fee of $0.35 per $10.00 stated principal amount of securities. UBS Securities LLC
will agree to resell all of the securities to Morgan Stanley Smith Barney LLC (Morgan Stanley Wealth Management) at an underwriting discount which reflects: |
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(a) |
a fixed sales commission of $0.30 per $10.00 stated principal amount of securities that Morgan Stanley Wealth Management sells and |
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(b) |
a fixed structuring fee of $0.05 per $10.00 stated principal amount of securities that Morgan Stanley Wealth Management sells, each payable to Morgan Stanley Wealth Management
by the agent or its affiliates. See Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any). |
The estimated initial value of the securities as of the pricing date is expected to be between $9.20 and $9.50 for securities linked to the
worst performing index among the EURO STOXX 50® Index, the Nikkei 225® Index and the
Russell 2000® Index. The range of the estimated initial value of the securities was determined on the date of this free writing prospectus by reference to UBS
internal pricing models, inclusive of the internal funding rate. For more information about secondary market offers and the estimated initial value of the securities, see Risk Factors Fair value considerations and
Limited or no secondary market and secondary market price considerations on pages 12 and 13 of this free writing prospectus.
The securities
involve risks not associated with an investment in ordinary debt securities. See Risk Factors beginning on page 11.
Neither the
Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this document, the accompanying product supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The securities are not bank deposits and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency.
You should read this document together with the accompanying product supplement, index supplement
and the accompanying prospectus, each of which can be accessed via the hyperlinks below, before you decide to invest.
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Additional Information about UBS and the Securities
UBS AG (UBS) has filed a
registration statement (including a prospectus as supplemented by a product supplement and an index supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this document relates. Before you invest, you should read
these documents and any other documents relating to this offering that UBS has filed with the SEC for more complete information about UBS and this offering. You may obtain these documents for free from the SEC website at www.sec.gov. Our Central
Index Key, or CIK, on the SEC web site is 0001114446. Alternatively, UBS will arrange to send you these documents if you so request by calling toll-free 1-877-387-2275.
You may access these documents on the SEC website at www.sec.gov as follows:
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Prospectus dated November 14, 2014: |
http://www.sec.gov/Archives/edgar/data/1114446/000119312514413375/d816529d424b3.htm
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Index Supplement dated November 14, 2014: |
http://www.sec.gov/Archives/edgar/data/1114446/000119312514413492/d818855d424b2.htm
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Product Supplement dated November 18, 2014: |
http://www.sec.gov/Archives/edgar/data/1114446/000119312514415643/d819682d424b2.htm
References to UBS, we, our and us refer only to UBS AG and not to its consolidated subsidiaries. In this
document, the securities refers to the Contingent Income Auto-Callable Securities that are offered hereby. Also, references to the accompanying prospectus mean the UBS prospectus titled Debt Securities and
Warrants, dated November 14, 2014, references to the index supplement mean the UBS index supplement, dated November 14, 2014 and references to the accompanying product supplement mean the UBS product supplement
Contingent Income Auto-Callable Securities, dated November 18, 2014.
You should rely only on the information incorporated by reference
or provided in this document, the accompanying product supplement, index supplement or the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in this document, the accompanying product supplement or the accompanying prospectus is accurate as of any date other than the date on the front of the document.
UBS reserves the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of any changes to
the terms of the securities, UBS will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case UBS may reject your offer to purchase.
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Investment Summary
The Contingent Income Auto-Callable Securities due on
or about March 17, 2022 based on the worst performing index among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index, which we refer to as the securities, provide an opportunity for investors to earn a quarterly contingent payment, which will be an amount equal to $0.2125
(equivalent to 8.50% per annum of the stated principal amount) per security, with respect to each quarterly determination date on which the closing levels or the final index levels, as applicable, of all the underlying indices are equal
to or greater than 75% of their respective initial index levels, which we refer to as the coupon barrier levels. The contingent payment, if any, will be payable quarterly on the relevant contingent payment date, which is the third business day after
the related determination date. It is possible that the closing levels of one or more of the underlying indices could remain below their respective coupon barrier levels for extended periods of time or even throughout the term of the securities
so that you may receive little or no contingent payments.
If the closing levels of all the underlying indices are equal to or greater than
their respective call threshold levels on any of the determination dates other than the final determination date, the securities will be automatically redeemed for an early redemption amount equal to (i) the stated principal amount plus
(ii) the contingent payment with respect to the related determination date. If the securities have not previously been redeemed and the final index levels of all the underlying indices are equal to or greater than their respective
downside threshold levels, the payment due at maturity will be (i) the stated principal amount plus (ii) the contingent payment otherwise payable on the maturity date. However, if the securities are not redeemed prior to maturity
and the final index level of any underlying index is less than its respective downside threshold level, the payment due at maturity will be a cash payment that is less than the stated principal amount, if anything, resulting in a percentage
loss that is equal to the underlying return of the worst performing underlying index, for an amount equal to (i) the stated principal amount plus (ii) the stated principal amount times the underlying return of the worst performing
underlying index. The value of such cash payment will be less than 55% of the stated principal amount of the securities and could be zero. Investors in the securities must be willing to accept the risk of losing some and, in extreme situations, all
of their initial investment and also the risk of not receiving any contingent payments. In addition, investors will not participate in any appreciation of the underlying indices.
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Key Investment Rationale
The securities offer the opportunity for investors to earn a
quarterly contingent payment equal to $0.2125 (equivalent to 8.50% per annum of the stated principal amount) per security, with respect to each quarterly determination date on which the closing levels or the final index levels, as applicable,
of all the underlying indices are equal to or greater than 75% of their respective initial index levels, which we refer to as the coupon barrier levels. The securities may be redeemed prior to maturity for an early redemption amount equal to
(i) the stated principal amount per security plus (ii) the applicable contingent payment, and the payment at maturity will vary depending on the final index levels, as follows:
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Scenario 1 |
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On any of the determination dates other than the final determination date, the closing levels of all the underlying indices
are equal to or greater than their respective call threshold levels. § The securities will
be automatically redeemed for an early redemption amount equal to (i) the stated principal amount plus (ii) the contingent payment with respect to the related determination date.
§ Investors will not participate in any appreciation of the
underlying indices from their respective initial index levels. |
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Scenario 2 |
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The securities are not redeemed prior to maturity and the final index levels of all the underlying indices are equal to or
greater than their respective downside threshold levels and coupon barrier levels.
§ The payment due at maturity will be (i) the stated principal amount plus (ii) the contingent payment otherwise payable on the maturity date.
§ Investors will not participate in any appreciation of the
underlying indices from their respective initial index levels. |
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Scenario 3 |
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The securities are not automatically redeemed prior to maturity and the final index levels of all the underlying indices are
equal to or greater than their respective downside threshold levels. However, the final index level of at least one underlying index is less than its respective coupon barrier level.
§ The payment due at maturity will be the stated principal
amount. § Investors will not participate in any appreciation of the
underlying indices from their respective initial index level. |
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Scenario 4 |
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The securities are not redeemed prior to maturity and the final index level of any underlying index is less than its
respective downside threshold level and coupon barrier level. § The payment due at
maturity will be a cash payment that is less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the worst performing underlying index, for an amount equal to (i) the stated
principal amount plus (ii) the stated principal amount times the underlying return of the worst performing underlying index.
§ Investors will lose some and, in extreme situations, all of their initial investment in this scenario. |
Investing in the securities involves significant risks. You may lose some and, in extreme situations, all of your initial
investment. Any payment on the securities, including payments in respect of an early redemption, contingent payment or any repayment of principal provided at maturity, is dependent on the ability of UBS to satisfy its obligations when they come due.
If UBS is unable to meet its obligations, you may not receive any amounts due to you under the securities and you could lose all of your initial investment.
The securities will not pay a contingent payment if any one underlying index is less than its respective coupon barrier level on a determination date. The securities will not be subject to an early redemption if
any one underlying index is less than its respective call threshold level on a determination date. If the securities are not redeemed prior to the final determination date, you will lose some and, in extreme situations, all of your initial
investment at maturity if any underlying index is below its respective downside threshold level.
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Investor Suitability
The securities may be suitable for you if:
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You fully understand the risks inherent in an investment in the securities, including the risk of loss of all of your initial investment.
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You can tolerate a loss of some or all of your initial investment and are willing to make an investment that may have the same downside market risk as an
investment in the worst performing of the underlying indices. |
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You believe the closing level of each of the underlying indices will be equal to or greater than their respective coupon barrier levels on each determination
date and their respective downside threshold levels on the final determination date. |
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You understand and accept that you will not participate in any appreciation in the level of the underlying indices and that any potential positive return is
limited to the quarterly contingent payments. |
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You can tolerate fluctuations in the level of the securities prior to maturity that may be similar to or exceed the downside level fluctuations of the underlying
indices. |
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You would be willing to invest in the securities based on the contingent payment specified on the cover hereof. |
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You are willing to forgo dividends paid on stocks comprising the underlying indices (the index constituent stocks) and you do not seek guaranteed
current income from this investment. |
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You are willing to invest in securities that may be redeemed prior to the maturity date and you are otherwise willing to hold such securities to maturity, a term
of approximately 7 years, and accept that there may be little or no secondary market for the securities. |
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You seek an investment with exposure to companies in the Eurozone, Japan and the small-capitalization segment of the U.S. equity market.
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You are willing to assume the credit risk of UBS for all payments under the securities, and understand that if UBS defaults on its obligations you may not
receive any amounts due to you including any repayment of principal. |
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You understand that the estimated initial value of the securities determined by our internal pricing models is lower than the issue price and that, should UBS
Securities LLC or any affiliate make secondary markets for the securities, the price (not including their customary bid-ask spreads) will temporarily exceed the internal pricing model price. |
The securities may not be suitable for you if:
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You do not fully understand the risks inherent in an investment in the securities, including the risk of loss of all of your initial investment.
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You require an investment designed to provide a full return of principal at maturity. |
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You cannot tolerate a loss of some or all of your initial investment, and you are not willing to make an investment that may have the same downside market risk
as an investment in the worst performing of the underlying indices. |
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You believe that the closing level of any underlying index will decline during the term of the securities and is likely to close below its respective
coupon barrier level on each determination date and its respective downside threshold level on the final determination date. |
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You seek an investment that participates in the full appreciation in the level of the underlying indices or that has unlimited return potential.
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You cannot tolerate fluctuations in the price of the securities prior to maturity that may be similar to or exceed the downside level fluctuations of the
underlying indices. |
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You would be unwilling to invest in the securities based on the contingent payment specified on the cover hereof. |
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You prefer to receive the dividends paid on the index constituent stocks and you seek guaranteed current income from this investment.
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You are unable or unwilling to hold securities that may be redeemed prior to the maturity date, or you are otherwise unable or unwilling to hold such securities
to maturity, a term of approximately 7 years, or you seek an investment for which there will be an active secondary market for the securities. |
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You do not seek an investment with exposure to companies in the Eurozone, Japan or the small-capitalization segment of the U.S. equity market.
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You are not willing to assume the credit risk of UBS for all payments under the securities, including any repayment of principal. |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
How the Securities Work
The following diagrams illustrate the potential outcomes for the
securities depending on (1) the closing levels and (2) the final index levels.
Diagram #1: Determination Dates Other Than
the Final Determination Date
Diagram #2: Payment at Maturity if No Automatic Early Redemption Occurs
For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios, see
Hypothetical Examples starting on Page 7.
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Hypothetical Examples
The below examples are based on the following terms and are purely
hypothetical (the actual terms of your security will be determined on the pricing date and will be specified in the applicable pricing supplement):
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Hypothetical Initial Index Level: Underlying Index A: Underlying Index B:
Underlying Index C: |
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3000 18000
1200 |
Hypothetical Call Threshold Level: Underlying Index A: Underlying Index B:
Underlying Index C: |
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3000, which is 100% of the initial index level
18000, which is 100% of the initial index level 1200, which is 100%
of the initial index level |
Hypothetical Coupon Barrier Level: Underlying Index A: Underlying Index B:
Underlying Index C: |
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2250, which is 75% of the initial index level
13500, which is 75% of the initial index level 900, which is 75% of
the initial index level |
Hypothetical Downside Threshold Level: Underlying Index A: Underlying Index B:
Underlying Index C: |
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1650, which is 55% of the initial index level
9900, which is 55% of the initial index level 660, which is 55% of
the initial index level |
Hypothetical Quarterly Contingent Payment: |
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$0.2125 per security (equivalent to 8.50% per annum of the stated principal amount) |
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Stated Principal Amount: |
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$10.00 per security |
In Example 1, the closing levels of the underlying indices fluctuate over the term of the securities and the closing levels of the
underlying indices are equal to or greater than the hypothetical respective call threshold levels on one of the first twenty-seven determination dates. Because the closing levels of the underlying indices are equal to or greater than the respective
call threshold levels on one of the first twenty-seven determination dates, the securities are automatically redeemed on the related contingent payment date. In Examples 2, 3 and 4, the closing level of at least one underlying index on each of the
first twenty-seven determination dates is less than its respective call threshold level, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
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Example 1 |
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Example 2 |
Determination Dates |
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Hypothetical Closing Level
Underlying Index A |
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Hypothetical Closing Level
Underlying Index B |
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Hypothetical Closing Level
Underlying Index C |
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Contingent Payment |
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Early Redemption Amount |
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Hypothetical Closing Level
Underlying Index A |
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Hypothetical Closing Level
Underlying Index B |
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Hypothetical Closing Level
Underlying Index C |
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Contingent Payment |
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Early Redemption Amount |
#1 |
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3200
(at or above coupon barrier level; and call threshold level) |
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18500 (at or above coupon barrier level; and call threshold
level) |
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1500
(at or above coupon barrier level and call threshold level) |
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* |
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$10.2125 |
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2200
(below coupon barrier level and call threshold level) |
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12000 (below coupon barrier level and call threshold level) |
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1070 (at or above coupon barrier level; below call threshold level) |
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$0 |
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N/A |
#2 |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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2150
(below coupon barrier level and call threshold level) |
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16500 (at or above coupon barrier
level; below call threshold level) |
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850
(below coupon barrier level and call threshold level) |
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$0 |
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N/A |
#3 |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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2100
(below coupon barrier level and call threshold level) |
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11000 (below coupon barrier level and
call threshold level) |
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800
(below coupon barrier level and call threshold level) |
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$0 |
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N/A |
#4#27 |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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Various (all below coupon barrier level and call threshold level) |
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Various (all below coupon barrier level and call threshold level) |
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Various
(all below coupon barrier level and call threshold level) |
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$0 |
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N/A |
Final Determination Date |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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2500 (at or above downside threshold level and coupon barrier level; below call threshold
level) |
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17000 (at or above downside threshold level and coupon barrier level; below call threshold level) |
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880
(at or above downside threshold level; below call threshold level and coupon barrier level) |
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$0 |
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N/A |
Payment at Maturity |
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N/A |
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$10.00 |
* |
The early redemption amount includes the unpaid contingent payment with respect to the determination date on which the closing levels for the underlying indices are equal to or
greater than their respective call threshold levels and the securities are redeemed as a result. |
§
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In Example 1, the securities are automatically redeemed following the first determination date as the closing levels of all underlying indices on
the first determination date are equal to or greater than their respective call threshold levels. You receive the early redemption amount, calculated as follows: |
Stated Principal Amount + Contingent Payment = $10.00 + $0.2125 = $10.2125
In this example, the early redemption feature limits the term of your investment to approximately 3 months and you may not be able to reinvest at comparable terms or returns. If the securities are redeemed
early, you will stop receiving quarterly contingent payments. Your total return per security in this example is $10.2125 (a 2.125% total return on the securities).
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In Example 2, on each of the first twenty-seven determination dates, the closing level of at least one of the underlying indices is below its
respective coupon barrier level. As a result, you do not receive a contingent payment with respect to any of those determination dates. Because the closing levels of all underlying indices are above their respective downside threshold levels
on the final determination date, you receive the stated principal amount at maturity. However, because the closing level of one of the underlying indices is below its respective coupon barrier level on the final determination date, you do not
receive a contingent payment on the maturity date. |
In this example, you receive the stated principal amount per security, equal to
a total payment of $10.00 per security at maturity. Your total return per security in this example is $10.00 (a 0.00% total return on the securities).
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
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Example 3 |
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Example 4 |
Determination Dates |
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Hypothetical Closing Level
Underlying Index A |
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Hypothetical Closing Level
Underlying Index B |
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Hypothetical Closing Level
Underlying Index C |
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Contingent Payment |
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Early Redemption Amount |
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Hypothetical Closing Level
Underlying Index A |
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Hypothetical Closing Level
Underlying Index B |
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Hypothetical Closing Level
Underlying Index C |
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Contingent Payment |
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Early Redemption Amount |
#1 |
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2150
(below coupon barrier level and call threshold level) |
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10000 (below coupon barrier level and call threshold
level) |
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1000
(at or above coupon barrier level; below call threshold level) |
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$0 |
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N/A |
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2150
(below coupon barrier level and call threshold level) |
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12000 (below coupon barrier level and
call threshold level) |
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800 (below coupon barrier level and call threshold level) |
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$0 |
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N/A |
#2 |
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2100
(below coupon barrier level and call threshold level) |
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17000 (at or above coupon barrier level; below call threshold
level) |
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1100 (at or above coupon barrier level; below call threshold level) |
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$0 |
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N/A |
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2500 (at or above coupon barrier level; below call threshold level) |
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11000 (below coupon barrier level and call threshold level) |
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700 (below coupon barrier level and call threshold level) |
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$0 |
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N/A |
#3 |
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2150 (below coupon barrier level and call threshold level) |
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12000 (below coupon barrier level and call threshold
level) |
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800 (below coupon barrier level and call threshold level) |
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$0 |
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N/A |
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2200 (below coupon barrier level and call threshold level) |
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13000 (below coupon barrier level and call threshold level) |
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850 (below coupon barrier level and call threshold level) |
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$0 |
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N/A |
#4#27 |
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Various (all below coupon barrier level and call threshold level) |
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Various (all below coupon barrier level and call threshold level) |
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Various (all below coupon barrier level and call threshold level) |
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$0 |
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N/A |
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Various (all below coupon barrier level and call threshold level) |
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Various (all below coupon barrier level and call threshold level) |
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Various (all below coupon barrier level and call threshold level) |
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$0 |
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N/A |
Final Determination Date |
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2500 (at or above downside threshold level and coupon barrier level) |
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15000 (at or above downside threshold level and coupon barrier level) |
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1100 (at or above downside threshold level and coupon barrier level) |
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* |
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N/A |
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2500 (at or above downside threshold level and coupon barrier level) |
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7200 (below coupon barrier level and downside threshold level) |
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1000 (at or above downside threshold level and coupon barrier level) |
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$0 |
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N/A |
Payment at Maturity |
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$10.2125 |
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$4.00 |
* |
The final contingent payment, if any, will be paid at maturity. |
Examples 3 and 4 illustrate the payment at maturity per security based on the final index level.
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In Example 3, on each of the first twenty-seven determination dates, the closing level of at least one of the underlying indices is below its
respective coupon barrier level. As a result, you do not receive a contingent payment with respect of any of those determination dates. Because the closing levels of all the underlying indices are above their respective downside threshold
levels and coupon barrier levels on the final determination date, at maturity you receive the stated principal amount plus a contingent payment with respect to the final determination date. Your payment at maturity is calculated as follows:
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$10.00 + $0.2125 = $10.2125
In this example, you receive the stated principal amount per security plus the contingent payment, equal to a total payment of $10.2125 per security at maturity. Your total return per security in this example is
$10.2125 (a 2.125% total return on the securities).
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
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In Example 4, on each determination date throughout the term of the securities, the closing level of at least one of the underlying indices is
below its respective coupon barrier level. As a result, you do not receive any contingent payment during the term of the securities. Furthermore, because the final index level of one of the underlying indices on the final determination date is below
its applicable downside threshold level, you are fully exposed to the decline in the worst performing underlying index. Your payment at maturity is calculated as follows: |
$10.00 + ($10.00 × Underlying Return of the Worst Performing Underlying Index)
= $10.00 + ($10.00 × -60%)
= $4.00
In this example, because the final index level of the worst performing underlying index represents a
60.00% decline, you will receive a total cash payment per security equal to $4.00 (a 60.00% loss on the securities).
Investing in the securities
involves significant risks. The securities differ from ordinary debt securities in that UBS is not necessarily obligated to repay the full amount of your initial investment. If the securities are not redeemed prior to the final determination date,
you may lose some, and in extreme situations, all of your initial investment. Specifically, if the securities are not redeemed prior to maturity and the final index level of any underlying index is less than its respective downside threshold level,
UBS will pay you a cash payment that will be less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the worst performing underlying index over the term of the securities.
The securities will not pay a contingent payment if the closing level of any underlying index is below its respective coupon barrier level on
any determination date. The securities will not be subject to an early redemption if the closing level of any underlying index is below its respective call threshold level on any determination date.
Any payment to be made on the securities, including any repayment of principal, depends on the ability of UBS to satisfy its obligations as they come due. If
UBS were to default on its payment obligations you may not receive any amounts owed to you under the securities and you could lose all of your initial investment.
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Risk Factors
The following is a non-exhaustive list of certain key risk factors for
investors in the securities. For further discussion of these and other risks, you should read the section entitled Risk Factors in the accompanying product supplement. We urge you to consult your investment, legal, tax, accounting and
other advisors before you invest in the securities.
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Risk of loss at maturity. The securities differ from ordinary debt securities in that UBS will not necessarily repay the stated principal amount of the
securities at maturity. If the securities are not redeemed prior to maturity, UBS will repay you the stated principal amount of your securities in cash only if the final index levels of all the underlying indices are equal to or greater than
their respective downside threshold levels and will only make such payment at maturity. If the securities are not redeemed prior to maturity and the final index level of any underlying index is less than its respective downside threshold
level, you will lose a percentage of your principal amount equal to the underlying return of the worst performing underlying index. |
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Contingent repayment of stated principal amount only at maturity. If your securities are not redeemed prior to maturity, you should be willing to hold
your securities to maturity. If you are able to sell your securities prior to maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if the levels of all of the underlying indices are equal to
or greater than their respective downside threshold levels. |
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You may not receive any contingent payments. UBS will not necessarily make periodic payments on the securities. If the closing level of any of the
underlying indices on any determination date is less than its respective coupon barrier level, UBS will not pay you the contingent payment applicable to such determination date. If the closing level of any of the underlying indices is less
than its respective coupon barrier level on each of the determination dates, UBS will not pay you any contingent payments during the term of, and you will not receive a positive return on, your securities. Generally, this non-payment of the contingent payment coincides with a period of greater risk of principal loss on your securities. |
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Your potential return on the securities is limited and you will not participate in any appreciation of the underlying indices. The return potential of the
securities is limited to the pre-specified contingent payment rate, regardless of the appreciation of the underlying indices. In addition, your return on the securities will vary based on the number of determination dates on which the requirements
of the contingent payment have been met prior to maturity or an early redemption. Furthermore, if the securities are redeemed prior to maturity, you will not receive any contingent payments or any other payment in respect of any determination dates
after the applicable contingent payment date, and your return on the securities could be less than if the securities remained outstanding until maturity. If the securities are not redeemed prior to maturity, you may be subject to the depreciation in
the level of the worst performing underlying index even though you cannot participate in any appreciation in the levels of the underlying indices. As a result, the return on an investment in the securities could be less than the return on a direct
investment in any or all of the index constituent stocks. |
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Higher contingent payment rates are generally associated with a greater risk of loss. Greater expected volatility with respect to, and lower expected
correlation among, the underlying indices reflects a higher expectation as of the pricing date that the final index level of any one of the underlying indices could be less than its respective downside threshold level on the final determination date
of the securities. This greater expected risk will generally be reflected in a higher contingent payment rate for that security. However, while the contingent payment rate is set on the pricing date, an underlying indexs volatility, and the
correlation among the underlying indices, can change significantly over the term of the securities. The level of any one of the underlying indices for your securities could fall sharply, which could result in the loss of some or all of your initial
investment. |
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Reinvestment risk. The securities will be redeemed prior to maturity if the closing levels of all of the underlying indices are equal to or greater
than their call threshold levels on any determination date and you will not receive any more contingent payments after the related contingent payment date. Conversely, the securities will not be subject to an early redemption when the closing level
of any one of the underlying indices is less than its call threshold level on any determination date, which generally coincides with a period of greater risk of principal loss on your securities. The securities could be redeemed as early as
the first contingent payment date, potentially limiting your investment to a term of approximately three months. In the event that the securities are redeemed prior to maturity, there is no guarantee that you will be able to reinvest the proceeds
from an investment in the securities at a comparable rate of return for a similar level of risk. In addition, to the extent you are able to reinvest such proceeds in an investment comparable to the securities, you will incur transaction costs and
the original issue price for such an investment is likely to include certain built-in costs such as dealer discounts and hedging costs. |
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Credit risk of UBS. The securities are unsubordinated, unsecured debt obligations of UBS and are not, either directly or indirectly, an obligation of any
third party. Any payment to be made on the securities, including any repayment of principal at maturity, depends on the ability of UBS to satisfy its obligations as they come due. As a result, UBSs actual and perceived creditworthiness may
affect the market value of the securities. If UBS were to default on its obligations, you may not receive any amounts owed to you under the terms of the securities and you could lose all of your initial investment. |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
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Market risk. The return on the securities, which may be positive or negative, is linked to the performance of each underlying index and indirectly linked
to the value of the index constituent stocks. The level of each underlying index can rise or fall sharply due to factors specific to such underlying index or its index constituent stocks, such as stock or commodity price volatility, earnings,
financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market or commodity market volatility and levels, interest rates and
economic and political conditions. |
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You are exposed to the market risk of each underlying index. Your return on the securities is not linked to a basket consisting of the underlying indices.
Rather, it will be contingent upon the performance of each individual underlying index. Unlike an instrument with a return linked to a basket of indices, common stocks or other underlying assets, in which risk is mitigated and diversified among all
of the components of the basket, you will be exposed equally to the risks related to each of the underlying indices. Poor performance by any one of the underlying indices over the term of the securities may negatively affect your return and will not
be offset or mitigated by a positive performance by any or all of the other underlying indices. Accordingly, your investment is subject to the market risk of each underlying index. |
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Because the securities are linked to the performance of more than one underlying index, there is an increased probability that you will lose some or
all of your initial investment. The risk that you will lose some or all of your initial investment in the securities is greater if you invest in the securities as opposed to securities that are linked to the performance of a single underlying
index if their terms are otherwise substantially similar. With a greater total number of underlying indices, it is more likely that the final index level of any underlying index will be less than its respective downside threshold level, and
therefore it is more likely that you will receive an amount in cash which is worth less than your stated principal amount on the maturity date. In addition, if the performances of the underlying indices are not correlated to each other, the risk
that the final index level of any underlying index is less than its respective downside threshold level is even greater. |
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Fair value considerations. |
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The issue price you pay for the securities will exceed their estimated initial value. The issue price you pay for the securities will exceed their
estimated initial value as of the pricing date due to the inclusion in the issue price of the underwriting discount, hedging costs, issuance costs and projected profits. As of the close of the relevant markets on the pricing date, we will determine
the estimated initial value of the securities by reference to our internal pricing models and it will be set forth in the final pricing supplement. The pricing models used to determine the estimated initial value of the securities incorporate
certain variables, including the levels of the underlying indices, volatility of the underlying indices, the correlation among the underlying indices, expected dividends on the index constituent stocks, prevailing interest rates, the term of the
securities and our internal funding rate. Our internal funding rate is typically lower than the rate we would pay to issue conventional fixed or floating rate debt securities of a similar term. The underwriting discount, hedging costs, issuance
costs, projected profits and the difference in rates will reduce the economic value of the securities to you. Due to these factors, the estimated initial value of the securities as of the pricing date will be less than the issue price you pay for
the securities. |
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The estimated initial value is a theoretical price and the actual price that you may be able to sell your securities in any secondary market (if any) at any
time after the pricing date may differ from the estimated initial value. The value of your securities at any time will vary based on many factors, including the factors described above and in Market risk above and is
impossible to predict. Furthermore, the pricing models that we use are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, after the pricing date, if you attempt to sell the
securities in the secondary market, the actual value you would receive may differ, perhaps materially, from the estimated initial value of the securities determined by reference to our internal pricing models. The estimated initial value of the
securities does not represent a minimum or maximum price at which we or any of our affiliates would be willing to purchase your securities in any secondary market at any time. |
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Our actual profits may be greater or less than the differential between the estimated initial value and the issue price of the securities as of the pricing
date. We may determine the economic terms of the securities, as well as hedge our obligations, at least in part, prior to the pricing date. In addition, there may be ongoing costs to us to maintain and/or adjust any hedges and such hedges
are often imperfect. Therefore, our actual profits (or potentially, losses) in issuing the securities cannot be determined as of the pricing date and any such differential between the estimated initial value and the issue price of the
securities as of the pricing date does not reflect our actual profits. Ultimately, our actual profits will be known only at the maturity of the securities. |
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Limited or no secondary market and secondary market price considerations. |
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There may be little or no secondary market for the securities. The securities will not be listed or displayed on any securities exchange or any electronic
communications network. There can be no assurance that a secondary market for the securities will develop. UBS Securities LLC and its affiliates may make a market in each offering of the securities, although they are not required to do so and may
stop making a market at any time. If you are able to sell your securities prior to maturity, you may have to sell them at a substantial loss. The estimated initial value of the securities does not represent a minimum or maximum price at which we or
any of our affiliates would be willing to purchase your securities in any secondary market at any time. |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
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The price at which UBS Securities LLC and its affiliates may offer to buy the securities in the secondary market (if any) may be greater than UBS
valuation of the securities at that time, greater than any other secondary market prices provided by unaffiliated dealers (if any) and, depending on your broker, greater than the valuation provided on your customer account statements. For a
limited period of time following the issuance of the securities, UBS Securities LLC or its affiliates may offer to buy or sell such securities at a price that exceeds (i) our valuation of the securities at that time based on our internal
pricing models, (ii) any secondary market prices provided by unaffiliated dealers (if any) and (iii) depending on your broker, the valuation provided on customer account statements. The price that UBS Securities LLC may initially offer to
buy such securities following issuance will exceed the valuations indicated by our internal pricing models due to the inclusion for a limited period of time of the aggregate value of the underwriting discount, hedging costs, issuance costs and
theoretical projected trading profit. The portion of such amounts included in our price will decline to zero on a straight line basis over a period ending no later than the date specified under Supplemental information regarding plan of
distribution (conflicts of interest); secondary markets (if any). Thereafter, if UBS Securities LLC or an affiliate makes secondary markets in the securities, it will do so at prices that reflect our estimated value determined by reference to
our internal pricing models at that time. The temporary positive differential relative to our internal pricing models arises from requests from and arrangements made by UBS Securities LLC with the selling agents of structured debt securities such as
the securities. As described above, UBS Securities LLC and its affiliates are not required to make a market for the securities and may stop making a market at any time. The price at which UBS Securities LLC or an affiliate may make secondary markets
at any time (if at all) will also reflect its then current bid-ask spread for similar sized trades of structured debt securities. UBS Securities LLC reflects this temporary positive differential on its customer statements. Investors should inquire
as to the valuation provided on customer account statements provided by unaffiliated dealers. |
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Price of securities prior to maturity. The market price of the securities will be influenced by many unpredictable and interrelated factors, including the
levels of the underlying indices; the correlation among the underlying indices; the volatility of the underlying indices; the dividend rate paid on the index constituent stocks; the time remaining to the maturity of the securities; interest rates in
the markets; geopolitical conditions and economic, financial, political, force majeure and regulatory or judicial events; the creditworthiness of UBS and the then current bid-ask spread for the securities. |
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Impact of fees and the use of internal funding rates rather than secondary market credit spreads on secondary market prices. All other things being equal,
the use of the internal funding rates described above under Fair value considerations as well as the inclusion in the issue price of the underwriting discount, hedging costs, issuance costs and any projected profits are, subject
to the temporary mitigating effect of UBS Securities LLCs and its affiliates market making premium, expected to reduce the price at which you may be able to sell the securities in any secondary market. |
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There can be no assurance that the investment view implicit in the securities will be successful. It is impossible to predict whether and the extent to
which the levels of the underlying indices will rise or fall. There can be no assurance that the closing levels of all of the underlying indices will be equal to or greater than their respective coupon barrier levels on any determination date, or,
if not redeemed prior to maturity, that the final index levels of all the underlying indices will be equal to or greater than their respective downside threshold levels. The levels of the underlying indices will be influenced by complex and
interrelated political, economic, financial and other factors that affect the index constituent stocks. You should be willing to accept the risks associated with the relevant markets tracked by the underlying indices in general and the index
constituent stocks in particular, and the risk of losing some or all of your initial investment. |
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The securities are subject to non-U.S. securities market risk. The securities are linked to underlying indices comprised of securities issued by non-U.S.
companies in non-U.S. securities markets and therefore, are subject to risks associated with non-U.S. securities markets. An investment in securities linked directly or indirectly to the value of securities issued by non-U.S. companies involves
particular risks. Generally, non-U.S. securities markets may be more volatile than U.S. securities markets, and market developments may affect non-U.S. markets differently from U.S. securities markets. Direct or indirect government intervention to
stabilize these non-U.S. markets, as well as cross shareholdings in non-U.S. companies, may affect trading prices and volumes in those markets. There is generally less publicly available information about non-U.S. companies than about those U.S.
companies that are subject to the reporting requirements of the SEC, and non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.
Security prices in non-U.S. countries are subject to political, economic, financial and social factors that may be unique to the particular country. These factors, which could negatively affect the non-U.S. securities markets, include the
possibility of recent or future changes in the non-U.S. governments economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other non-U.S. laws or restrictions applicable to non-U.S. companies or
investments in non-U.S. equity securities and the possibility of fluctuations in the rate of exchange between currencies. Moreover, certain aspects of a particular non-U.S. economy may differ favorably or unfavorably from the U.S. economy in
important respects, such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. Finally, it will likely be more costly and difficult to enforce the laws or regulations of a non-U.S. country or
exchange. |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
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The index returns for the EURO STOXX 50® Index and Nikkei 225® Index will not be adjusted for changes in exchange rates relative to the U.S. dollar even though the index constituent stocks are traded in a non-U.S. currency and the
securities are denominated in U.S. dollars. The value of your securities will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies in which the index constituent stocks of the EURO STOXX 50® Index and Nikkei 225® Index are based.
Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the securities, you will not receive any additional payment or incur any reduction in your return, if any, at maturity.
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An investment in the securities is subject to risks associated with Eurozone securities markets. The index constituent stocks of the EURO STOXX 50® Index are issued by non-U.S. companies and are traded on various non-U.S. exchanges. These stocks may be more volatile and may
be subject to different political, market, economic, exchange rate, regulatory and other risks. Specifically, the index constituent stocks are issued by companies located within the Eurozone. The Eurozone has undergone severe financial
stress, and the political, legal and regulatory ramifications are impossible to predict. Changes within the Eurozone could have a material adverse effect on the performance of the underlying index and, consequently, on the value of the securities.
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An investment in the securities is subject to risks associated with Japanese securities markets. The Nikkei 225® Index tracks the value of certain Japanese equity securities. You should be aware that investments in securities linked to the value of Japanese equity securities
involve particular risks. The Japanese securities markets may have less liquidity and may be more volatile than U.S. or other securities markets and market developments may affect Japanese markets differently from U.S. or other securities markets.
Direct or indirect government intervention to stabilize the Japanese securities markets, as well as cross-shareholdings in Japanese companies, may affect trading prices and volumes in these markets. Also, there is generally less publicly available
information about Japanese companies than about those U.S. companies that are subject to the reporting requirements of the U.S. Securities and Exchange Commission, and Japanese companies are subject to accounting, auditing and financial reporting
standards and requirements that differ from those applicable to U.S. reporting companies. Securities prices in Japan are subject to political, economic, financial and social factors that apply in Japan. These factors, which could negatively affect
the Japanese securities markets, include the possibility of recent or future changes in the Japanese governments economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions
applicable to Japanese companies or investments in Japanese equity securities and the possibility of fluctuations in the rate of exchange between the Japanese yen and the U.S. dollar, the possibility of outbreaks of hostility and political
instability and the possibility of natural disasters or adverse public health developments in Japan or Asia. Securities prices in Japan may also decrease if the Japanese economy does not successfully recover from the effects of the March 2011
earthquake in northern Japan and resulting tsunami. Moreover, the Japanese economy may differ favorably or unfavorably from the U.S. economy in important respects such as growth of gross national product, rate of inflation, capital reinvestment,
resources and self-sufficiency. |
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There are small-capitalization stock risks associated with the Russell 2000®
Index. The securities are subject to risks associated with small-capitalization companies. The Russell 2000® Index is
comprised of stocks of companies that may be considered small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the
underlying index may be more volatile than an index in which a greater percentage of the constituent stocks are issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of
large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded. In addition, small-capitalization companies are typically less stable financially than
large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often given less analyst coverage and may be in early, and less predictable,
periods of their corporate existences. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization
companies and are more susceptible to adverse developments related to their products. |
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The underlying indices reflect price return, not total return. The return on your securities is based on the performance of the underlying indices, which
reflect the changes in the market prices of the index constituent stocks. It is not, however, linked to a total return index or strategy, which, in addition to reflecting those price returns, would also reflect dividends paid on the
index constituent stocks. The return on your securities will not include such a total return feature or dividend component. |
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Changes affecting the underlying indices could have an adverse effect on the value of the securities. The policies of STOXX Limited, the sponsor of the
EURO STOXX 50® Index, of Nikkei Inc., the sponsor of the Nikkei 225® Index and of the Frank Russell Company, the sponsor of the Russell 2000® Index (together, the index sponsors), concerning additions, deletions and substitutions of the index constituent stocks and the manner in which the index
sponsor takes account of certain changes affecting those index constituent stocks may adversely affect the levels of the underlying indices. The policies of the index sponsors with respect to the calculation of the underlying indices could also
adversely affect the levels of the underlying indices. The index sponsors may discontinue or suspend calculation or dissemination of the underlying indices. Any such actions could have an adverse effect on the value of the securities.
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There is no affiliation between the respective index sponsors and UBS, and UBS is not responsible for any disclosure by such. We or our affiliates may
currently, or from time to time engage in business with the index sponsors. However, we and our affiliates are not affiliated with the sponsor of any underlying index and have no ability to control or predict their actions. You, as an investor in
|
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
|
the securities, should conduct your own independent investigation of the relevant index sponsor and each underlying index for your securities. No index sponsor is involved in the securities
offered hereby in any way and has no obligation of any sort with respect to your securities. The relevant index sponsor has no obligation to take your interests into consideration for any reason, including when taking any actions that might affect
the value of your securities. |
§
|
|
Potential UBS impact on price. Trading or transactions by UBS or its affiliates in any index constituent stocks and/or over the counter options, futures
or other instruments with return linked to the performance of one or more of the underlying indices or the index constituent stocks, may adversely affect the levels of one or more of the underlying indices and, therefore, the market value of the
securities. |
§
|
|
Potential conflict of interest. UBS and its affiliates may engage in business with the issuers of index constituent stocks comprising the underlying
indices or trading activities related to one or more underlying index or any index constituent stocks, which may present a conflict between the interests of UBS and you, as a holder of the securities. There are also potential conflicts of interest
between you and the calculation agent, which will be an affiliate of UBS. The calculation agent will determine whether the contingent payment is payable to you on any contingent payment date, whether the securities are subject to an early redemption
and the payment at maturity of the securities based on observed closing levels of the underlying indices. The calculation agent can postpone the determination of the closing level or final index level of any underlying index (and therefore the
related contingent payment date or maturity date, as applicable) if a market disruption event occurs and is continuing on a determination date. As UBS determines the economic terms of the securities, including the contingent payment, call threshold
levels, coupon barrier levels, downside threshold levels, and such terms include hedging costs, issuance costs and projected profits, the securities represent a package of economic terms. There are other potential conflicts of interest insofar as an
investor could potentially get better economic terms if that investor entered into exchange-traded and/or OTC derivatives or other instruments with third parties, assuming that such instruments were available and the investor had the ability to
assemble and enter into such instruments. |
§
|
|
Potentially inconsistent research, opinions or recommendations by UBS. UBS and its affiliates publish research from time to time on financial markets and
other matters that may influence the value of the securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations expressed by UBS or its
affiliates may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the securities and the underlying indices to which the
securities are linked. |
§
|
|
Under certain circumstances, the Swiss Financial Market Supervisory Authority (FINMA) has the power to take actions that may adversely affect the
securities. Pursuant to article 25 et seq. of the Swiss Banking Act, FINMA has broad statutory powers to take measures and actions in relation to UBS if it (i) is overindebted, (ii) has serious liquidity problems or (iii) fails to
fulfill the applicable capital adequacy provisions after expiration of a deadline set by FINMA. If one of these prerequisites is met, the Swiss Banking Act grants significant discretion to FINMA to open restructuring proceedings or liquidation
(bankruptcy) proceedings in respect of, and/or impose protective measures in relation to, UBS. In particular, a broad variety of protective measures may be imposed by FINMA, including a bank moratorium or a maturity postponement, which measures may
be ordered by FINMA either on a stand-alone basis or in connection with restructuring or liquidation proceedings. In a restructuring proceeding, the resolution plan may, among other things, (a) provide for the transfer of UBSs assets or a
portion thereof, together with debts and other liabilities, and contracts of UBS, to another entity, (b) provide for the conversion of UBSs debt and/or other obligations, including its obligations under the securities, into equity, and/or
(c) potentially provide for haircuts on obligations of UBS, including its obligations under the securities. Although no precedent exists, if one or more measures under the revised regime were imposed, such measures may have a material adverse
effect on the terms and market value of the securities and/or the ability of UBS to make payments thereunder. |
§
|
|
Uncertain tax treatment. Significant aspects of the tax treatment of the securities are uncertain. You should consult your own tax advisor about your tax
situation. |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Information about the Underlying Indices
EURO STOXX
50® Index
We have derived all
information contained in this free writing prospectus regarding the EURO STOXX 50® Index, including without limitation,
its make-up, method of calculation and changes in its components from publicly available information. Such information reflects the policies of, and is subject to change by STOXX Limited. UBS has not conducted any independent review or due diligence
of any publicly available information with respect to the EURO STOXX 50® Index.
STOXX Limited has no obligation to continue to publish the EURO STOXX 50® Index, and may discontinue publication of the EURO STOXX
50® Index at any time. The EURO STOXX 50® Index is determined, comprised and calculated by STOXX Limited without regard to the securities.
The EURO STOXX
50® Index covers 50 stocks of market sector leaders mainly from 12 Eurozone countries: Austria, Belgium, Finland, France,
Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The EURO STOXX 50® Index captures a
selection of the largest stocks among the 19 EURO STOXX regional Supersector indices. The largest stocks within those indices are added to the selection list until coverage is approximately 60% of the free float market capitalization of the
corresponding EURO STOXX Total Market Index (the EURO STOXX TMI) Supersector Index and from that selection list the 50 stocks are selected. The EURO STOXX 50® Index universe is defined as all components of the 19 EURO STOXX Regional Supersector indices. The EURO STOXX Supersector indices represent the Eurozone portion of
the STOXX 600 Supersector indices, which contain the 600 largest stocks traded on the major exchanges of 18 European countries. Each components weight is capped at 10% of the EURO STOXX 50® Indexs total free-float market capitalization.
Information
from outside sources is not incorporated by reference in, and should not be considered part of, this free writing prospectus or any accompanying prospectus.
Information as of market close on February 26, 2015:
|
|
|
|
|
|
|
Bloomberg Ticker Symbol: |
|
SX5E |
|
52 Week High (on February 26, 2015): |
|
3,574.94 |
|
|
|
|
Current Index Level: |
|
3,574.94 |
|
52 Week Low (on October 16, 2014): |
|
2,874.65 |
|
|
|
|
52 Weeks Ago (on February 26, 2014): |
|
3,148.19 |
|
|
|
|
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Historical Information
The table below sets forth the published high and
low closing levels, as well as end-of-quarter closing level, of the underlying index for the period of January 3, 2011 through February 26, 2015. The closing level of the underlying index on February 26, 2015 was 3,574.94. The associated graph
shows the closing levels of the underlying index for each day from January 2, 2004 to February 26, 2015. The dotted lines represent a hypothetical downside threshold level of 1,966.22, a hypothetical coupon barrier level of 2,681.21 and a
hypothetical call threshold level of 3,574.94, which are equal to 55%, 75% and 100% of the closing level on February 26, 2015, respectively. The actual coupon barrier level, downside threshold level and call threshold level will be set on the
pricing date. We obtained the information in the table below from Bloomberg Professional® service (Bloomberg),
without independent verification. UBS has not undertaken an independent review or due diligence of any publicly available information obtained from Bloomberg. The historical performance of the underlying index should not be taken as an indication
of its future performance, and no assurance can be given as to the closing level of the underlying index at any time, including the determination dates.
|
|
|
|
|
|
|
|
|
|
|
|
|
EURO STOXX 50® Index |
|
|
|
High |
|
|
|
Low |
|
|
|
Period End |
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
3,068.00 |
|
|
|
2,721.24 |
|
|
|
2,910.91 |
Second Quarter |
|
|
|
3,011.25 |
|
|
|
2,715.88 |
|
|
|
2,848.53 |
Third Quarter |
|
|
|
2,875.67 |
|
|
|
1,995.01 |
|
|
|
2,179.66 |
Fourth Quarter |
|
|
|
2,476.92 |
|
|
|
2,090.25 |
|
|
|
2,316.55 |
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
2,608.42 |
|
|
|
2,286.45 |
|
|
|
2,477.28 |
Second Quarter |
|
|
|
2,501.18 |
|
|
|
2,068.66 |
|
|
|
2,264.72 |
Third Quarter |
|
|
|
2,594.56 |
|
|
|
2,151.54 |
|
|
|
2,454.26 |
Fourth Quarter |
|
|
|
2,659.95 |
|
|
|
2,427.32 |
|
|
|
2,635.93 |
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
2,749.27 |
|
|
|
2,570.52 |
|
|
|
2,624.02 |
Second Quarter |
|
|
|
2,835.87 |
|
|
|
2,511.83 |
|
|
|
2,602.59 |
Third Quarter |
|
|
|
2,936.20 |
|
|
|
2,570.76 |
|
|
|
2,893.15 |
Fourth Quarter |
|
|
|
3,111.37 |
|
|
|
2,902.12 |
|
|
|
3,109.00 |
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
3,172.43 |
|
|
|
2,962.49 |
|
|
|
3,161.60 |
Second Quarter |
|
|
|
3,314.80 |
|
|
|
3,091.52 |
|
|
|
3,228.24 |
Third Quarter |
|
|
|
3,289.75 |
|
|
|
3,006.83 |
|
|
|
3,225.93 |
Fourth Quarter |
|
|
|
3,277.38 |
|
|
|
2,874.65 |
|
|
|
3,146.43 |
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter (Through February 26, 2015) |
|
|
|
3,574.94 |
|
|
|
3,007.91 |
|
|
|
3,574.94 |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
EURO STOXX 50®
Index Daily Closing Levels
January 2, 2004 to February 26, 2015
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Nikkei 225® Index
We have derived all information contained in this free writing prospectus regarding the Nikkei 225® Index, including without limitation, its make-up, method of calculation and changes in its components from publicly available
information. Such information reflects the policies of, and is subject to change by the Nikkei 225® Index Sponsor, Nikkei
Inc. UBS has not conducted any independent review or due diligence of any publicly available information with respect to the Nikkei
225® Index.
The Nikkei Index Sponsor has no obligation to continue to publish, and may discontinue publication of, the Nikkei 225® Index. The Nikkei Index Sponsor has no obligation to take into account your interest, or that of anyone else having an interest, in the Securities in determining,
composing or calculating the Nikkei 225® Index.
The Nikkei 225®
Index (the Nikkei Index) is a stock index calculated, published and disseminated by Nikkei Inc. (formerly known as Nihon Keizai Shimbun, Inc.) that measures the composite price performance of selected Japanese stocks. The Nikkei Index is
currently based on 225 underlying stocks trading on the Tokyo Stock Exchange (the TSE), and represents a broad cross-section of Japanese industry. All 225 Nikkei Index stocks are listed in the First Section of the TSE. The Nikkei Index
is a modified, price-weighted index. Each stocks weight in the Nikkei Index is based on its price per share rather than the total market capitalization of the issuer. The Nikkei Index Sponsor calculates the Nikkei Index by multiplying the
per-share price of each stock in the Nikkei Index by the corresponding weighting factor for such stock, calculating the sum of all these products and dividing that sum by a divisor. All stocks included in the Nikkei Index trade on the TSE in
Japanese yen.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this
free writing prospectus or any accompanying prospectus. UBS has not conducted any independent review or due diligence of any publicly available information with respect to the Nikkei 225® Index. UBS has entered into a non-exclusive license agreement with the Nikkei 225® Index Sponsor, which grants UBS a license in exchange for a fee to use the Nikkei 225® Index in connection with the issuance of certain securities, including the Securities.
Nikkei 225® is a trademark of the Nikkei Index Sponsor and has been
licensed for use by UBS. The Nikkei 225® Index Sponsor has no relation to UBS, other than the licensing of the Nikkei 225® Index and its service marks for use in connection with the Securities.
The Nikkei Index Sponsor disclaims all responsibility for any errors or omissions in the calculation and dissemination of the Nikkei Index or the manner in which
the Nikkei Index is applied in determining any initial Nikkei Index Starting Level or Nikkei Index Ending Level or any amount payable upon maturity of the Securities. THE NIKKEI INDEX SPONSOR DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF
THE NIKKEI INDEX OR ANY DATA INCLUDED IN THE NIKKEI INDEX. THE NIKKEI INDEX SPONSOR ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS.
Information as
of market close on February 26, 2015:
|
|
|
|
|
|
|
Bloomberg Ticker Symbol: |
|
NKY |
|
52 Week High (on February 26, 2015): |
|
18,785.79 |
|
|
|
|
Current Index Level: |
|
18,785.79 |
|
52 Week Low (on April 14, 2014): |
|
13,910.16 |
|
|
|
|
52 Weeks Ago (on February 26, 2014): |
|
14,970.97 |
|
|
|
|
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Historical Information
The table below sets forth the published high and low closing levels,
as well as end-of-quarter closing level, of the underlying index for the period of January 3, 2011 through February 26, 2015. The closing level of the underlying index on February 26, 2015 was 18,785.79. The associated graph shows the closing levels
of the underlying index for each day from January 2, 2004 to February 26, 2015. The dotted lines represent a hypothetical downside threshold level of 10,332.18, a hypothetical coupon barrier level of 14,089.34 and a hypothetical call threshold level
of 18,785.79, which are equal to 55%, 75% and 100% of the closing level on February 26, 2015, respectively. The actual coupon barrier level, downside threshold level and call threshold level will be set on the pricing date. We obtained the
information in the table below from Bloomberg, without independent verification. UBS has not undertaken an independent review or due diligence of any publicly available information obtained from Bloomberg. The historical performance of the
underlying index should not be taken as an indication of its future performance, and no assurance can be given as to the closing level of the underlying index at any time, including the determination
dates.
|
|
|
|
|
|
|
|
|
|
|
|
|
Nikkei 225® Index |
|
|
|
High
|
|
|
|
Low |
|
|
|
Period End |
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
10,857.53 |
|
|
|
8,605.15 |
|
|
|
9,755.10 |
Second Quarter |
|
|
|
10,004.20 |
|
|
|
9,351.40 |
|
|
|
9,816.09 |
Third Quarter |
|
|
|
10,137.73 |
|
|
|
8,374.13 |
|
|
|
8,700.29 |
Fourth Quarter |
|
|
|
9,050.47 |
|
|
|
8,160.01 |
|
|
|
8,455.35 |
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
10,255.15 |
|
|
|
8,378.36 |
|
|
|
10,083.56 |
Second Quarter |
|
|
|
10,109.87 |
|
|
|
8,295.63 |
|
|
|
9,006.78 |
Third Quarter |
|
|
|
9,232.21 |
|
|
|
8,365.90 |
|
|
|
8,870.16 |
Fourth Quarter |
|
|
|
10,395.18 |
|
|
|
8,534.12 |
|
|
|
10,395.18 |
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
12,635.69 |
|
|
|
10,486.99 |
|
|
|
12,397.91 |
Second Quarter |
|
|
|
15,627.26 |
|
|
|
12,003.43 |
|
|
|
13,677.32 |
Third Quarter |
|
|
|
14,808.50 |
|
|
|
13,338.46 |
|
|
|
14,455.80 |
Fourth Quarter |
|
|
|
16,291.31 |
|
|
|
13,853.32 |
|
|
|
16,291.31 |
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
16,121.45 |
|
|
|
14,008.47 |
|
|
|
14,827.83 |
Second Quarter |
|
|
|
15,376.24 |
|
|
|
13,910.16 |
|
|
|
15,162.10 |
Third Quarter |
|
|
|
16,374.14 |
|
|
|
14,778.37 |
|
|
|
16,173.52 |
Fourth Quarter |
|
|
|
17,935.64 |
|
|
|
14,532.51 |
|
|
|
17,450.77 |
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter (Through February 26, 2015) |
|
|
|
18,785.79 |
|
|
|
16,795.96 |
|
|
|
18,785.79 |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Nikkei 225®
Index Daily Closing Levels
January 2, 2004 to February 26, 2015
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Russell 2000® Index
We have derived all information regarding the Russell 2000® Index (the Russell 2000 Index) contained in this free writing prospectus, including, without limitation, its make-up, method of calculation and changes in
its components, from publicly available information. Such information reflects the policies of, and is subject to change by the Frank Russell Company. UBS has not conducted any independent review or due diligence of any publicly available
information with respect to the Russell 2000 Index.
The Frank Russell Company has no obligation to continue to publish the Russell 2000 Index, and may
discontinue publication of the Russell 2000 Index at any time.
The Russell 2000 Index is published by the Frank Russell Company. As discussed more
fully in the index supplement under the heading Underlying Indices and Underlying Index Publishers Russell 2000 Index, the Russell 2000 Index measures the composite price performance of the smallest 2,000 companies included in the
Russell 3000 Index. The Russell 3000 Index is composed of the 3,000 largest United States companies by market capitalization and represents approximately 98% of the market capitalization of the United States equity market. The Russell 2000 Index
value is calculated by adding the market values of the indexs component stocks and then dividing the derived total market capitalization by the adjusted capitalization of the Russell 2000 Index on the base date of December 31,
1986.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this free writing prospectus or any
accompanying prospectus.
Information as of market close on February 26, 2015:
|
|
|
|
|
|
|
Bloomberg Ticker Symbol: |
|
RTY |
|
52 Week High (on February 26, 2015): |
|
1,239.114 |
|
|
|
|
Current Index Level: |
|
1,239.114 |
|
52 Week Low (on October 13, 2014): |
|
1,049.303 |
|
|
|
|
52 Weeks Ago (on February 26, 2014): |
|
1,181.719 |
|
|
|
|
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Historical Information
The table below sets forth the published high and low closing levels,
as well as end-of-quarter closing level, of the underlying index for the period of January 3, 2011 through February 26, 2015. The closing level of the underlying index on February 26, 2015 was 1,239.114. The associated graph shows the closing
levels of the underlying index for each day from January 2, 2004 to February 26, 2015. The dotted lines represent a hypothetical downside threshold level of 681.513, a hypothetical coupon barrier level of 929.336 and a hypothetical call
threshold level of 1,239.114, which are equal to 55%, 75% and 100% of the closing level on February 26, 2015, respectively. The actual coupon barrier level, downside threshold level and call threshold level will be set on the pricing date. We
obtained the information in the table below from Bloomberg, without independent verification. UBS has not undertaken an independent review or due diligence of any publicly available information obtained from Bloomberg. The historical performance
of the underlying index should not be taken as an indication of its future performance, and no assurance can be given as to the closing level of the underlying index at any time, including the determination dates.
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell 2000® Index |
|
|
|
High |
|
|
|
Low |
|
|
|
Period End |
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
843.549 |
|
|
|
773.184 |
|
|
|
843.549 |
Second Quarter |
|
|
|
865.291 |
|
|
|
777.197 |
|
|
|
827.429 |
Third Quarter |
|
|
|
858.113 |
|
|
|
643.421 |
|
|
|
644.156 |
Fourth Quarter |
|
|
|
765.432 |
|
|
|
609.490 |
|
|
|
740.916 |
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
846.129 |
|
|
|
747.275 |
|
|
|
830.301 |
Second Quarter |
|
|
|
840.626 |
|
|
|
737.241 |
|
|
|
798.487 |
Third Quarter |
|
|
|
864.697 |
|
|
|
767.751 |
|
|
|
837.450 |
Fourth Quarter |
|
|
|
852.495 |
|
|
|
769.483 |
|
|
|
849.350 |
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
953.068 |
|
|
|
872.605 |
|
|
|
951.542 |
Second Quarter |
|
|
|
999.985 |
|
|
|
901.513 |
|
|
|
977.475 |
Third Quarter |
|
|
|
1,078.409 |
|
|
|
989.535 |
|
|
|
1,073.786 |
Fourth Quarter |
|
|
|
1,163.637 |
|
|
|
1,043.459 |
|
|
|
1,163.637 |
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
1,208.651 |
|
|
|
1,093.594 |
|
|
|
1,173.038 |
Second Quarter |
|
|
|
1,192.964 |
|
|
|
1,095.986 |
|
|
|
1,192.964 |
Third Quarter |
|
|
|
1,208.150 |
|
|
|
1,101.676 |
|
|
|
1,101.676 |
Fourth Quarter |
|
|
|
1,219.109 |
|
|
|
1,049.303 |
|
|
|
1,204.696 |
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter (Through February 26, 2015) |
|
|
|
1,239.114 |
|
|
|
1,154.709 |
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1,239.114 |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Russell 2000®
Index Daily Closing Levels
January 2, 2004 to February 26, 2015
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
This document relates only to the securities offered hereby and does not relate to the underlying indices or other securities linked to the underlying indices. We have derived all disclosures contained in this
document regarding the underlying indices from the publicly available documents described in the preceding paragraphs. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents
or made any due diligence inquiry with respect to the underlying indices.
Neither the issuer nor any of its affiliates makes any representation
to you as to the performance of the underlying indices.
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
Additional Information about the Securities
Please read this information in conjunction with
the summary terms on the front cover of this document.
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Record date: |
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The record date for each contingent payment date shall be the date one business day prior to such scheduled contingent payment date;
provided, however, that any contingent payment payable at maturity or upon redemption shall be payable to the person to whom the payment at maturity or early redemption amount, as the case may be, shall be payable.
If you are able to sell the securities in the secondary market on a determination date, the
purchaser of the securities shall be deemed to be the record holder on the applicable record date and therefore you will not be entitled to any contingent payment, if a contingent payment is paid on the contingent payment date with respect to that
determination date. If you are able to sell your securities in the secondary market on the day following an determination date and before the applicable contingent payment date, you will be the record holder on the record date and therefore you
shall be entitled to any contingent payment, if a contingent payment is paid on the contingent payment date with respect to that determination date. |
Trustee: |
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U.S. Bank Trust National Association |
Calculation agent: |
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UBS Securities LLC |
Tax considerations: |
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The United States federal income tax consequences of your investment in the securities are uncertain. Some of these tax consequences are
summarized below, but we urge you to read the more detailed discussion in Supplemental U.S. Tax Considerations beginning on page PS-40 of the accompanying product supplement and to discuss the tax consequences of your particular
situation with your tax advisor. Pursuant to the terms of the securities, UBS
and you agree, in the absence of an administrative or judicial ruling to the contrary, to characterize the securities as a pre-paid derivative contract with respect to the underlying indices. If your securities are so treated, any contingent payment
that is paid by UBS (including on the maturity date or upon early redemption) should be included in your income as ordinary income in accordance with your regular method of accounting for U.S. federal income tax purposes.
In addition, excluding amounts attributable to any contingent payment, you should generally
recognize capital gain or loss upon the sale, exchange, early redemption, or redemption on maturity of your securities in an amount equal to the difference between the amount you receive at such time (other than with respect to a contingent payment
or any amount attributable to any accrued but unpaid contingent payment) and the amount you paid for your securities. Such gain or loss should generally be long term capital gain or loss if you have held your securities for more than one year
(otherwise such gain or loss should be short-term capital gain or loss if held for one year or less). The deductibility of capital losses is subject to limitations. Although uncertain, it is possible that proceeds received from the sale or exchange
of your securities prior to a contingent payment date, but that could be attributed to an expected contingent payment, could be treated as ordinary income. You should consult your tax advisor regarding this risk.
In the opinion of our counsel, Cadwalader, Wickersham & Taft LLP, it would be reasonable
to treat your securities in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the securities, it is possible that your securities could alternatively be treated for tax purposes as a
single contingent payment debt instrument, or pursuant to some other characterization, such that the timing and character of your income from the securities could differ materially from the treatment described above, as further described under
Supplemental U.S. Tax Considerations Alternative Treatments beginning on page PS-42 of the accompanying product supplement. The risk that the securities may be recharacterized for United States federal income tax
purposes as instruments giving rise to current ordinary income (possibly in excess of any contingent payment and before receipt of any cash) and short-term capital gain or loss (even if held for more than one year), is higher than with other
equity-linked securities that do not guarantee full repayment of principal. |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
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We will not attempt to ascertain whether the issuer of any index constituent stock would be treated as a passive foreign investment
company (a PFIC) within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (the Code) or as a United States real property holding corporation (a USRPHC) within the
meaning of Section 897 of the Code. If any such entity were so treated, certain adverse U.S. federal income tax consequences might apply, to a U.S. holder in the case of a PFIC, or to a non-U.S. holder in the case of a USRPHC, upon a sale, exchange,
redemption or other taxable disposition of the relevant security. You should consult your tax advisor regarding the possible consequences to you if such entity is or becomes a PFIC or USRPHC.
The Internal Revenue Service (IRS) might, for example, assert that the securities
should be recharacterized for United States federal income tax purposes as instruments giving rise to current ordinary income (even before receipt of any cash) or that you should be required to recognize taxable gain (including ordinary income to
the extent attributed to certain contingent coupons) on any rebalancing or rollover of the underlying indices. In addition, in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of prepaid forward contracts and similar instruments, which
might include the securities. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of
income or loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the instruments are linked. While the notice requests comments on appropriate transition rules and effective dates,
any U.S. Treasury Department regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should
consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments and the issues presented by this notice.
Non-U.S. holders should consult their own tax advisors regarding the U.S. federal income tax consequences of investing in the securities, including the possible application of 30% U.S. withholding tax in
respect to the coupons. Medicare Tax on Net Investment Income. U.S. holders
that are individuals, estates, and certain trusts are subject to an additional 3.8% Medicare tax on all or a portion of their net investment income, which may include any income or gain realized with respect to the securities, to the
extent of their net investment income that when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a
married individual filing a separate return. The 3.8% Medicare tax is determined in a different manner than the income tax. U.S. holders should consult their tax advisors with respect to their consequences with respect to the 3.8% Medicare
tax. Specified Foreign Financial Assets. Certain individuals that own
specified foreign financial assets in excess of an applicable threshold may be required to file information with respect to such assets with their tax returns, especially if such assets are held outside the custody of a U.S. financial
institution. You are urged to consult your tax advisor as to the application of this legislation to your ownership of the securities.
Non-U.S. Holders. The U.S. federal income tax treatment of the contingent payments is unclear. Subject to Section 871(m) of the Code and FATCA (as discussed
below), we currently do not intend to withhold any tax on any contingent payments made to a non-U.S. holder that provides us (and/or the applicable withholding agent) with a fully completed and validly executed applicable IRS Form W-8. However, it
is possible that the IRS could assert that such payments are subject to U.S. withholding tax, or that we or another withholding agent may otherwise determine that withholding is required, in which case we or the other withholding agent may withhold
up to 30% on such payments (subject to reduction or elimination of such withholding tax pursuant to an applicable income tax treaty). We will not pay any additional amounts in respect of such withholding. Gain from the sale or exchange of a security
or settlement at maturity generally should not be subject to U.S. tax unless such gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States or unless the non-U.S. holder is a non-resident alien
individual and is present in the U.S. for 183 days or more during the taxable year of such sale, exchange or settlement and certain other conditions are satisfied, or has certain other present or former connections with the United States.
Section 871(m) of the Code requires withholding (up to 30%, depending on whether a treaty
applies) on certain financial instruments to the extent that the payments or deemed payments on the |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
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financial instruments are contingent upon or determined by reference to U.S.-source dividends. Under proposed U.S. Treasury Department
regulations (if finalized in their current form), certain payments or deemed payments with respect to certain equity-linked instruments (specified ELIs) that reference U.S. stocks (including the index constituent U.S. stocks of certain
underlying indices), may be treated as dividend equivalents (dividend equivalents) that are subject to U.S. withholding tax at a rate of 30% (or lower treaty rate). Under these proposed regulations, withholding may be required even in
the absence of any actual dividend related payment or adjustment made pursuant to the terms of the instrument. If adopted in their current form, the proposed regulations may impose a withholding tax on payments or deemed payments made on the
securities on or after January 1, 2016 that are treated as dividend equivalents for securities acquired on or after March 5, 2014. Under an IRS Notice, the IRS announced that the IRS and the Treasury Department intend that final Treasury
regulations will provide that specified ELIs will exclude equity-linked instruments issued prior to 90 days after the date the final Treasury regulations are published. Accordingly, we generally expect that non-U.S. holders of the
securities should not be subject to tax under Section 871(m). However, it is possible that such withholding tax could apply to the securities under these proposed rules if the non-U.S. holder enters into certain subsequent transactions in respect of
the underlying indices. If withholding is required, we (or the applicable paying agent) would be entitled to withhold such taxes without being required to pay any additional amounts with respect to amounts so withheld. Non-U.S. holders should
consult with their tax advisors regarding the application of Section 871(m) and the regulations thereunder in respect of their acquisition and ownership of the securities.
Foreign Account Tax Compliance Act. The Foreign Account Tax Compliance Act
(FATCA) was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on withholdable payments (i.e., certain U.S.-source payments, including interest (and OID), dividends, other fixed or determinable annual or
periodical gain, profits, and income, and on the gross proceeds from a disposition of property of a type which can produce U.S.-source interest or dividends) and pass-thru payments (i.e., certain payments attributable to withholdable
payments) made to certain foreign financial institutions (and certain of their affiliates) unless the payee foreign financial institution agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account of
the institution (or the relevant affiliate) and to annually report certain information about such account. FATCA also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and
taxpayer identification number of any substantial U.S. owners (or certify that they do not have any substantial United States owners) withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of such
taxes. Pursuant to final and temporary Treasury regulations, the withholding and
reporting requirements under FATCA will generally apply to certain withholdable payments made on or after July 1, 2014, certain gross proceeds on sale or disposition occurring after December 31, 2016, and certain foreign pass-thru
payments made after December 31, 2016 (or, if later, the date that final regulations defining the term foreign pass-thru payment are published). Pursuant to these Treasury regulations, withholding tax under FATCA would not be
imposed on foreign pass-thru payments pursuant to obligations that are executed on or before the date that is six months after final regulations regarding such payments are published (and such obligations are not subsequently modified in a material
manner) or on withholdable payments solely because the relevant obligation is treated as giving rise to a dividend equivalent (pursuant to Section 871(m) of the Code and the regulations thereunder) where such obligation is executed on or before the
date that is six months after the date on which obligations of its type are first treated as giving rise to dividend equivalents. If, however, withholding is required, we (or the applicable paying agent) will not be required to pay additional
amounts with respect to the amounts so withheld. Significant aspects of FATCA are
not currently clear. Investors should consult their own advisors about the application of FATCA, in particular if they may be classified as financial institutions (or if they hold their securities through a foreign entity) under the FATCA
rules. Proposed Legislation. In 2007, legislation was introduced in Congress
that, if enacted, could have required holders of securities purchased after the bill was enacted to accrue interest income over the |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
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term of the securities despite the fact that there may be no interest payments over the entire term of the securities. It is not possible to
predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your securities.
Furthermore, in 2013, the House Ways and Means Committee has released in draft form certain proposed legislation relating to financial instruments. If enacted, the
effect of this legislation generally would be to require instruments such as the securities to be marked to market on an annual basis with all gains and
losses to be treated as ordinary, subject to certain exceptions. You are urged to consult your tax advisor regarding the draft legislation and its possible impact on you. |
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Prospective purchasers of the securities are urged to consult their own tax advisors concerning the application of U.S. federal income tax laws to their particular situations, as well
as any tax consequences of the purchase, beneficial ownership and disposition of the securities arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including those of the jurisdictions of the issuers of the index
constituent stocks). |
Use of proceeds and hedging: |
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We will use the net proceeds we receive from the sale of the securities for the purposes we describe in the accompanying prospectus under
Use of Proceeds. We or our affiliates may also use those proceeds in transactions intended to hedge our obligations under the securities as described below.
In connection with the sale of the securities, we or our affiliates may enter into hedging transactions involving the execution of long-term or short-term interest
rate swaps, futures and option transactions or purchases and sales of securities before and after the pricing date of the securities. From time to time, we or our affiliates may enter into additional hedging transactions or unwind those we have
entered into. We or our affiliates may acquire a long or short position in
securities similar to the securities from time to time and may, in our or their sole discretion, hold or resell those securities.
The hedging activity discussed above may adversely affect the market value of the securities from time to time and payment on the securities at maturity. See
Risk Factors beginning on page 11 of this document for a discussion of these adverse effects. |
Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any): |
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Pursuant to the terms of a distribution agreement, UBS will agree to sell to UBS Securities LLC, and UBS Securities LLC will agree to purchase
from UBS, the stated principal amount of the securities specified on the front cover of this document at the price to public less a fee of $0.35 per $10.00 stated principal amount of securities. UBS Securities LLC will agree to resell all of the
securities to Morgan Stanley Wealth Management with an underwriting discount of $0.35 reflecting a fixed structuring fee of $0.05 and a fixed sales commission of $0.30 per $10.00 stated principal amount of securities that Morgan Stanley Wealth
Management sells. UBS, UBS Securities LLC or any other affiliate of UBS may use this
document, the accompanying product supplement and the accompanying prospectus in a market-making transaction for any securities after their initial sale. In connection with the offering, UBS, UBS Securities LLC, any other affiliate of UBS or any
other securities dealers may distribute this document, the accompanying product supplement and the accompanying prospectus electronically. Unless UBS or its agent informs the purchaser otherwise in the confirmation of sale, this document, the
accompanying product supplement and the accompanying prospectus are being used in a market-making transaction. Conflicts of Interest. UBS Securities LLC is an affiliate of UBS and, as such, has a conflict of interest in this offering within the meaning of Financial Industry Regulatory Authority, Inc.
(FINRA) Rule 5121. In addition, UBS will receive the net proceeds (excluding the underwriting discount) from the initial public offering of the securities and, thus creates an additional conflict of interest within the meaning of FINRA
Rule 5121. UBS Securities LLC is not permitted to sell securities in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
UBS Securities LLC and its affiliates may offer to buy or sell the securities in the
secondary market (if any) at prices greater than UBS internal valuation. The value of the securities at any time will vary based on many factors that cannot be predicted. However, the price (not including UBS Securities LLCs or any
affiliates customary bid-ask spreads) at which UBS Securities LLC or any affiliate would offer to buy or sell the securities immediately after the pricing date in the secondary market is expected to exceed the estimated initial value of the
securities as determined by reference |
Contingent Income Auto-Callable Securities due on or about March 17, 2022
$· Based on the worst performing index
among the EURO STOXX 50® Index, the Nikkei 225® Index and the Russell 2000® Index
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to our internal pricing models. The amount of the excess will decline to zero on a straight line basis over a period ending no later than 6 weeks after the pricing date, provided that UBS
Securities LLC may shorten the period based on various factors, including the magnitude of purchases and other negotiated provisions with selling agents. Notwithstanding the foregoing, UBS Securities LLC and its affiliates are not required to make a
market for the securities and may stop making a market at any time. For more information about secondary market offers and the estimated initial value of the securities, see Risk Factors Fair value considerations and
Limited or no secondary market and secondary market price considerations on pages 12 and 13 of this free writing prospectus. |
Contact: |
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Morgan Stanley Wealth Management clients may contact their local Morgan Stanley Wealth Management branch office or our principal executive offices at 1585 Broadway, New York, New York
10036 (telephone number 1-(866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at 1-(800)-233-1087. |