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UBS AG — Regulatory Filings 2016
Mar 2, 2016
35612_prs_2016-03-02_5a0b8d4d-de98-48f9-b35e-d770dc01b3fb.zip
Regulatory Filings
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Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-204908
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities Offered | Maximum Aggregate Offering Price | Amount of Registration Fee (1) |
|---|---|---|
| Contingent Income Auto-Callable Securities based on the performance of the S&P 500 ® Index due March 5, 2019 | $3,490,000.00 | $351.44 |
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
February 2016 Pricing Supplement Dated February 29, 2016 Registration Statement No. 333-204908 Filed pursuant to Rule 424(b)(2) (To Prospectus dated June 12, 2015 and Product Supplement dated August 4, 2015)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® Index
Principal at Risk Securities
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 level of the underlying index is equal to or greater than 80.00% of the initial level, which we refer to as the downside threshold level. In addition, if the closing level of the underlying index is equal to or greater than the call threshold level on any quarterly determination date prior to the final determination date, the securities will be subject to early redemption and you will receive 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 the underlying index is less than the call threshold level, the securities will not be subject to early redemption and if the closing level is less than the downside threshold 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 level of the underlying index is less than the downside threshold level on the final determination date, UBS will pay you a cash payment that will be significantly less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the 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 index and a decline beyond the downside threshold level of the underlying index will result in few or no contingent payments and/or a loss of a significant portion and, in extreme situations, all of your initial investment. 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 3 year term of the securities if the underlying index closes below the downside threshold level on each of the determination dates. 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.
SUMMARY TERMS
| Issuer: | UBS AG, London Branch |
|---|---|
| Underlying index: | S&P 500 ® Index (Bloomberg Ticker: SPX) |
| Aggregate principal amount: | $3,490,000 |
| Stated principal amount: | $10.00 per security |
| Issue price: | $10.00 per security (see Commissions and issue price below) |
| Pricing date: | February 29, 2016 |
| Original issue date: | March 3, 2016 (3 business days after the pricing date) |
| Maturity date: | March 5, 2019 subject to postponement for a market disruption event and as described under General Terms of the Securities Market Disruption Events and |
| Maturity Date in the accompanying product supplement. | |
| Early redemption: | If, on any of the determination dates prior to the final determination date, the closing level of the underlying index is equal to or greater than the call threshold level, the |
| securities will be subject to early redemption and we will pay the early redemption amount on the first contingent payment date immediately following the related determination date. | |
| Early redemption amount: | 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: | § If the closing level of the underlying index is equal to or greater than the downside threshold level 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 the underlying index is less than | |
| the downside threshold level on any determination date, we will not pay a contingent payment with respect to that determination date. | |
| Determination dates: | May 31, 2016, August 29, 2016, November 29, 2016, February 28, 2017, May 30, 2017, August 29, 2017, November 29, 2017, February 28, 2018, May 29, 2018, August 29, 2018, |
| November 29, 2018, and February 28, 2019, subject to postponement for non-trading days and a market disruption event, as described under General Terms of the Securities Market Disruption Events, Determination | |
| Dates and Final Determination Date in the accompanying product supplement. We also refer to February 28, 2019 as the final determination date. | |
| Contingent payment dates: | With respect to each determination date prior to 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. |
| Payment at maturity: | (i) the stated principal amount plus (ii) the contingent payment otherwise payable on the maturity date |
|---|---|
| § If the final level is less than the downside threshold level: | 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, for an amount equal to (i) the stated |
| principal amount plus (ii) the stated principal amount times the underlying return. Under these circumstances, you will lose more than 20%, and possibly all, of your initial investment in the | |
| securities. |
| Underlying return: — Call threshold level: | The quotient, expressed as a percentage of the following formula: final level initial level initial level — 1,932.23, which is equal to 100.00% of the initial level | ||
|---|---|---|---|
| Downside threshold level: | 1,545.78, which is equal to 80.00% of the initial level | ||
| Initial level: | 1,932.23, which is equal to the closing level of the underlying index on the pricing date | ||
| Final level: | The closing level of the underlying index on the final determination date | ||
| CUSIP: | 90275L698 | ||
| ISIN: | US90275L6983 | ||
| Listing: | The securities will not be listed on any securities exchange. | ||
| Calculation Agent: | UBS Securities LLC | ||
| Commissions and issue price: | Price to Public (1) | Fees and Commissions (1) | Proceeds to Issuer |
| Per security | 100% | 2.00% (a) | 97.50% |
| + 0.50% (b) | |||
| 2.50% | |||
| Total | $3,490,000.00 | $87,250.00 | $3,402,750.00 |
(1) UBS Securities LLC has agreed to purchase from UBS AG the securities at the price to public less a fee of $0.25 per $10.00 stated principal amount of securities. UBS Securities LLC has agreed to resell all of the securities to Morgan Stanley Smith Barney LLC (Morgan Stanley Wealth Management) at an underwriting discount which reflects:
(a) a fixed sales commission of $0.20 per $10.00 stated principal amount of securities that Morgan Stanley Wealth Management sells and
(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. 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 $9.73 for securities based on the S&P 500 ® Index. The estimated initial value of the securities was determined as of the close of the relevant markets on the date of this pricing supplement 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 10 and 11 of this pricing supplement.
The securities involve risks not associated with an investment in ordinary debt securities. See Risk Factors beginning on page 10.
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, the index 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.
Product supplement dated August 4, 2015 Index Supplement dated June 12, 2015 Prospectus dated June 12, 2015
Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® 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:
§ Prospectus dated June 12, 2015:
http://www.sec.gov/Archives/edgar/data/1114446/000119312515222010/d935416d424b3.htm
§ Index Supplement dated June 12, 2015
http://www.sec.gov/Archives/edgar/data/1114446/000119312515222032/d941398d424b2.htm
§ Product Supplement dated August 4, 2015:
http://www.sec.gov/Archives/edgar/data/1114446/000119312515275933/d23731d424b2.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 June 12, 2015, references to the index supplement mean the UBS index supplement, dated June 12, 2015 and references to the accompanying product supplement mean the UBS product supplement titled Contingent Income Auto-Callable Securities, dated August 4, 2015.
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.
February 2016 Page 2
Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® Index
Investment Summary
The Contingent Income Auto-Callable Securities due March 5, 2019 based on the S&P 500 ® 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 level of the underlying index is equal to or greater than 80.00% of the initial level, which we refer to as the downside threshold level. 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 level of the underlying index could remain below the downside threshold level 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 level is equal to or greater than the call threshold level on any of the determination dates prior to the final determination date, the securities will be subject to early redemption 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 been subject to early redemption and the final level is equal to or greater than the downside threshold level, the payment at maturity will be (i) the stated principal amount plus (ii) the contingent payment otherwise due on the maturity date. However, if the securities have not been subject to early redemption and the final level is less than the downside threshold level, the payment due at maturity will be a cash payment that is significantly less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return, for an amount equal to (i) the stated principal amount plus (ii) the stated principal amount times the underlying return. In this scenario, the payment at maturity will be less than 80.00% 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 a significant portion 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 index.
February 2016 Page 3
Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® 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 level or the final level, as applicable, is equal to or greater than 80.00% of the initial level, which we refer to as the downside threshold level. The securities may be subject to early redemption for an early redemption amount equal to (i) the stated principal amount per security plus (ii) the applicable contingent payment, and your return on the securities will vary depending on the closing level or final level, as applicable, as follows:
| Scenario 1 | On any of the determination dates prior to the final determination date, the closing level is equal to
or greater than the call threshold level. § The
securities will be subject to early redemption 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 index from the initial level. |
| --- | --- |
| Scenario 2 | The securities are not subject to early redemption and the final level is equal to or greater than the
downside threshold level. § 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 index from the initial level. |
| Scenario 3 | The securities are not subject to early redemption and the final level is less than the downside
threshold level. § The payment due at maturity will be a cash payment
that is significantly less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return, for an amount equal to (i) the stated principal amount plus (ii) the stated principal amount times the
underlying return. § Investors will lose a significant portion and, in
extreme situations, all of their initial investment in this scenario. |
Investing in the securities involves significant risks. You may lose a significant portion 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 subject to the creditworthiness of UBS. 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.
February 2016 Page 4
Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® Index
Investor Suitability
The securities may be suitable for you if:
§ You fully understand the risks inherent in an investment in the securities, including the risk of loss of all of your initial investment.
§ You can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside market risk as a hypothetical investment in the stocks comprising the underlying index (the index constituent stocks)
§ You believe the closing level of the underlying index will be equal to or greater than the downside threshold level on the specified determination dates (including the final determination date).
§ You understand and accept that you will not participate in any appreciation in the level of the underlying index and that any potential positive return is limited to the quarterly contingent payments specified in this pricing supplement.
§ You can tolerate fluctuations in the level of the securities prior to maturity that may be similar to or exceed the downside fluctuations in the level of the underlying index.
§ You are willing to invest in the securities based on the contingent payment of $0.2125 (equivalent to 8.50% per annum of the stated principal amount) per security.
§ You are willing to forgo dividends paid on the index constituent stocks and you do not seek guaranteed current income from this investment.
§ You are willing to invest in securities that may be subject to early redemption and you are otherwise willing to hold such securities to maturity, a term of approximately 3 years, and accept that there may be little or no secondary market for the securities.
§ 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.
§ 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:
§ 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.
§ You require an investment designed to provide a full return of principal at maturity.
§ You cannot tolerate a loss of all or a substantial portion of your investment, and you are not willing to make an investment that may have the same downside market risk as a hypothetical investment in the index constituent stocks.
§ You believe that the closing level of the underlying index will decline during the term of the securities and is likely to close below the downside threshold level on the determination dates (including the final determination date).
§ You seek an investment that participates in the full appreciation in the level of the underlying index or that has unlimited return potential.
§ You cannot tolerate fluctuations in the level of the securities prior to maturity that may be similar to or exceed the downside fluctuations in the level of the underlying index.
§ You are unwilling to invest in the securities based on the contingent payment of $0.2125 (equivalent to 8.50% per annum of the stated principal amount) per security.
§ You prefer to receive the dividends paid on the index constituent stocks or you seek guaranteed current income from this investment.
§ You are unable or unwilling to hold securities that may be subject to early redemption, or you are otherwise unable or unwilling to hold such securities to maturity, a term of approximately 3 years, or you seek an investment for which there will be an active secondary market for the securities.
§ You are not willing to assume the credit risk of UBS for all payments under the securities, including any repayment of principal.
February 2016 Page 5
Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® Index
How the Securities Work
The following diagrams illustrate the potential outcomes for the securities depending on (1) the closing level on any determination date prior to the final determination date and (2) the final level.
Diagram #1: Determination Dates Prior to the Final Determination Date
Diagram #2: Payment at Maturity if No 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.
February 2016 Page 6
Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® Index
Hypothetical Examples
The below examples are based on the following terms and are purely hypothetical (the actual terms of your security are specified on the cover of this pricing supplement; amounts may have been rounded for ease of analysis):
| Hypothetical Initial Level: | 1,900 |
|---|---|
| Hypothetical Call Threshold Level: | 1,900, which is equal to 100% of the initial level |
| Hypothetical Downside Threshold Level: | 1,520, which is 80.00% of the initial level |
| Quarterly Contingent Payment: | $0.2125 (equivalent to 8.50% per annum of the stated principal amount) per security |
| Stated Principal Amount: | $10.00 per security |
In Examples 1 and 2 the closing level of the underlying index fluctuates over the term of the securities and the closing level of the underlying index is equal to or greater than the hypothetical call threshold level of 1,900 on one of the first eleven determination dates. Because the closing level is equal to or greater than the call threshold level on one of the first eleven determination dates, the securities are subject to early redemption following the relevant determination date. In Examples 3 and 4, the closing level on each of the first eleven determination dates is less than the call threshold level, and, consequently, the securities are not subject to early redemption and remain outstanding until maturity.
| Determination Dates | Example 1 — Hypothetical Closing Level | Contingent Payment | Early Redemption Amount* | Example 2 — Hypothetical Closing Level | Contingent Payment | Early Redemption Amount |
|---|---|---|---|---|---|---|
| #1 | 2,000 | * | $10.2125 | 1,800 | $0.2125 | N/A |
| #2 | N/A | N/A | N/A | 1,500 | $0 | N/A |
| #3 | N/A | N/A | N/A | 1,400 | $0 | N/A |
| #4 | N/A | N/A | N/A | 1,300 | $0 | N/A |
| #5 | N/A | N/A | N/A | 1,500 | $0 | N/A |
| #6 | N/A | N/A | N/A | 1,600 | $0.2125 | N/A |
| #7 | N/A | N/A | N/A | 1,500 | $0 | N/A |
| #8 | N/A | N/A | N/A | 1,400 | $0 | N/A |
| #9 | N/A | N/A | N/A | 1,300 | $0 | N/A |
| #10 | N/A | N/A | N/A | 2,280 | * | $10.2125 |
| #11 | N/A | N/A | N/A | N/A | N/A | N/A |
| Final Determination Date | N/A | N/A | N/A | N/A | N/A | N/A |
| Payment at Maturity | N/A | N/A |
- The early redemption amount includes the unpaid contingent payment with respect to the determination date on which the closing level is equal to or greater than the call threshold level and the securities are subject to early redemption as a result.
§ In Example 1 , the securities are subject to early redemption following the first determination date as the closing level on the first determination date is equal to or greater than the call threshold level. 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 subject to early redemption, you will receive no further quarterly contingent payments. Your total return per security in this example is $10.2125 (a 2.125% total return on the securities).
§ In Example 2, the securities are subject to early redemption following the tenth determination date as the closing level on the tenth determination date is greater than the call threshold level. As the closing level on the first, sixth, and tenth determination date is greater than the downside threshold level, you receive the contingent payment of $0.2125 with respect to such determination date. Following the tenth determination date, you receive an early redemption amount of $10.2125, which includes the quarterly contingent payment with respect to the tenth determination date.
February 2016 Page 7
Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® Index
In this example, the early redemption feature limits the term of your investment to approximately 30 months and you may not be able to reinvest at comparable terms or returns. If the securities are subject to early redemption, you will receive no further quarterly contingent payments. Further, although the underlying index has appreciated by 20% from its initial level on the tenth determination date, you only receive $10.2125 per security and do not benefit from such appreciation. When added to the contingent payments of $0.425 received in respect of prior determination dates, UBS will have paid you a total of $10.6375 per security for a 6.375% total return on the securities.
| Determination Dates | Example 3 — Hypothetical Closing Level | Contingent Payment | Early Redemption Amount | Example 4 — Hypothetical Closing Level | Contingent Payment | Early Redemption Amount |
|---|---|---|---|---|---|---|
| #1 | 1,500 | $0 | N/A | 1,500 | $0 | N/A |
| #2 | 1,400 | $0 | N/A | 1,400 | $0 | N/A |
| #3 | 1,300 | $0 | N/A | 1,300 | $0 | N/A |
| #4 | 1,200 | $0 | N/A | 1,200 | $0 | N/A |
| #5 | 1,100 | $0 | N/A | 1,100 | $0 | N/A |
| #6 | 1,000 | $0 | N/A | 1,000 | $0 | N/A |
| #7 | 1,200 | $0 | N/A | 1,200 | $0 | N/A |
| #8 | 1,300 | $0 | N/A | 1,300 | $0 | N/A |
| #9 | 1,400 | $0 | N/A | 1,400 | $0 | N/A |
| #10 | 1,450 | $0 | N/A | 1,450 | $0 | N/A |
| #11 | 1,500 | $0 | N/A | 1,500 | $0 | N/A |
| Final Determination Date | 1,140 | * | N/A | 1,710 | * | N/A |
| Payment | ||||||
| at Maturity | $6.00 | $10.2125 |
- 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 level.
§ In Example 3 , the closing level of the underlying index remains less than the downside threshold level throughout the term of the securities. As a result, you do not receive any contingent payment during the term of the securities. Furthermore, because the final level is less than the downside threshold level, you are fully exposed to the decline in the closing level of the underlying index. Your payment at maturity is calculated as follows:
$10.00 + ($10.00 × Underlying Return)
= $10.00 + ($10.00 × -40.00%)
= $6.00
In this example, because the final level of the underlying index represents a 40% decline from the initial level, your payment at maturity is significantly less than the stated principal amount. Your total return per security in this example is $6.00 (a 40.00% loss on the securities).
§ In Example 4 , the closing level of the underlying index decreases to a final level of 1,710. Although the final level is less than the call threshold level, because the final level is equal to or greater than the downside threshold level, 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:
$10.00 + $0.2125 = $10.2125
In this example, although the final level represents a 10.00% decline from the initial level, 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).
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 subject to early redemption, you may lose a significant portion, and in extreme situations, all of your initial investment. Specifically, if the securities are not
February 2016 Page 8
Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® Index
subject to early redemption and the final level is less than the downside threshold level, UBS will pay you a cash payment that will be significantly less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the underlying index over the term of the securities. In this scenario, you will lose a significant portion and, in extreme situations, or all of your initial investment.
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.
February 2016 Page 9
Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® 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.
§ The securities do not guarantee the return of any principal and your investment in the securities may result in a loss. The terms of the securities differ from those of ordinary debt securities in that the securities do not guarantee the payment of regular interest or the return of any of the stated principal amount at maturity. Instead, if the securities have not been subject to early redemption and if the final level is less than the downside threshold level, you will be exposed to the decline in the closing level of the underlying index, as compared to the initial level, on a 1 to 1 basis and you will receive for each security that you hold at maturity a cash payment that is significantly less than your principal amount, if anything, resulting in a percentage loss that is equal to the underlying return. In this scenario, your payment at maturity will be less than 80.00% of the stated principal amount and could be zero.
§ The contingent repayment of principal applies only if you hold your securities to maturity . If your securities are not subject to early redemption, 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 level of the underlying index is equal to or greater than the downside threshold level.
§ You may not receive any contingent payments . UBS will not necessarily make periodic payments on the securities. If the closing level of the underlying index on any determination date is less than the downside threshold level, UBS will not pay you the contingent payment applicable to such determination date. If the closing level of the underlying index is less than the downside threshold 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.
§ Your potential return on the securities is limited and you will not participate in any appreciation of the underlying index . Investors will not participate in any appreciation in the closing level of the underlying index from the initial level, and the return on the securities will be limited to the contingent payment that is paid with respect to each determination date on which the closing level or the final level is equal to or greater than the downside threshold level. It is possible that the closing level of the underlying index could be less than the downside threshold level on most or all of the determination dates so that you will receive little or no contingent payments. If you do not earn sufficient contingent payments over the term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional debt security of the issuer of comparable maturity.
§ Higher contingent payment rates are generally associated with a greater risk of loss . Greater expected volatility with respect to the underlying index reflects a higher expectation as of the pricing date that the final level of the underlying index could be less than the 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 a fixed rate, the underlying indexs volatility can change significantly over the term of the securities. The level of the underlying index for your securities could fall sharply, which could result in a loss of a significant portion or all of your initial investment.
§ Reinvestment risk. The securities will be subject to early redemption if the closing level of the underlying index is equal to or greater than the call threshold level on any determination date prior to the final 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 the underlying index is less than the call threshold level on any determination date prior to the final determination date, which generally coincides with a period of greater risk of principal loss on your securities. Because the securities could be subject to early redemption, the term of your investment may be limited to approximately three months. In the event that the securities are subject to early redemption, 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.
§ Credit risk of UBS. The securities are unsubordinated unsecured debt obligations of the issuer, 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, 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.
§ Market r isk . The return on the securities, which may be negative, is directly linked to the performance of the underlying index, and indirectly linked to the value of the index constituent stocks. The level of the underlying index can rise or fall sharply due to factors specific to the underlying index or its index constituent stocks, such as stock or commodity price volatility, earnings, financial conditions, corporate,
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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.
§ Fair value considerations.
¡ The issue price you pay for the securities exceeds their estimated initial value. The issue price you pay for the securities exceeds 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 have determined the estimated initial value of the securities by reference to our internal pricing models and it is set forth in this pricing supplement. The pricing models used to determine the estimated initial value of the securities incorporate certain variables, including the level of the underlying index, the volatility of the underlying index and index constituent stocks, 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 is less than the issue price you pay for the securities.
¡ The estimated initial value is a theoretical price; 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.
¡ 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.
§ Limited or no secondary market and secondary market price considerations.
¡ 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.
¡ 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 level of the underlying index; the volatility of the underlying index and index constituent stocks; the dividend rate paid on the index; 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.
¡ 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.
§ No assurance that the investment view implicit in the securities will be successful. It is impossible to predict whether the closing level of the underlying index will rise or fall. The closing level of the underlying index will be influenced by complex and interrelated political, economic, financial and other factors that affect the underlying index. You should be willing to accept the risks associated with the relevant markets tracked by the underlying index in general and the index constituent stocks in particular, and to assume the risk that, if the securities are not subject to early redemption, you may lose a significant portion and, in extreme situations, all of your initial investment.
§ The underlying index reflect price return, not total return . The return on your securities is based on the performance of the underlying index, which reflects 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.
§ UBS cannot control actions by the index sponsor and the index sponsor has no obligation to consider your interests. UBS and its affiliates are not affiliated with the index sponsor and have no ability to control or predict its actions, including any errors in or discontinuation of public disclosure regarding methods or policies relating to the calculation of the underlying index. The index sponsor is not involved in the offering of the securities in any way and has no obligation to consider your interest as an owner of the securities in taking any actions that might affect the market value of your securities.
§ Potential UBS impact on price . Trading or transactions by UBS or its affiliates in the underlying index or index constituent stocks, listed and/or over-the-counter options, futures or other instruments with returns linked to the performance of the underlying index or index constituent stocks may adversely affect the performance and, therefore, the market value of the securities.
§ Economic interests of the calculation agent and other affiliates of the issuer may be different from those of investors. We and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and hedging our obligations under the securities. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the securities. The calculation agent will determine the initial level and the final level and whether the closing level of the underlying index on any determination date is equal to or greater than the call threshold level or is less than the downside threshold level. Determinations made by the calculation agent, including with respect to the occurrence or non-occurrence of market disruption events, may affect the payout to you at maturity or whether the securities are subject to early redemption. The calculation agent can postpone the determination of the closing level or final level of the 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 level and downside threshold level, 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. Furthermore, given that UBS Securities LLC and its affiliates temporarily maintain a market making premium, it may have the effect of discouraging UBS Securities LLC and its affiliates from recommending sale of your securities in the secondary market.
§ 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 index 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
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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 tax advisor about your own tax situation.
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Information about the Underlying Index
S&P 500 ® Index
We have derived all information contained in this pricing supplement regarding the S&P 500 ® 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 S&P Dow Jones Indices LLC, a division of The McGraw-Hill Companies, Inc. (S&P Dow Jones Indices), and/or its affiliates.
S&P Dow Jones Indices has no obligation to continue to publish the S&P 500 ® Index, and may discontinue publication of the S&P 500 ® Index at any time. The S&P 500 ® Index is determined, comprised and calculated by S&P without regard to the Notes.
The S&P 500 ® Index is published by S&P Dow Jones Indices. As discussed more fully in the index supplement under the heading Underlying Indices and Underlying Index Publishers S&P 500 ® Index, the S&P 500 ® Index is intended to provide an indication of the pattern of common stock price movement. The calculation of the value of the S&P 500 ® Index is based on the relative value of the aggregate market value of the common stock of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. Ten main groups of companies comprise the S&P 500 ® Index, with the percentage weight of each group in the index as a whole as of January 31, 2016 indicated below: Information Technology (20.7%), Financials (15.9%), Health Care (14.7%), Consumer Discretionary (12.9%), Consumer Staples (10.6%), Industrials (10.0%), Energy (6.6%), Utilities (3.3%), Telecommunication Services (2.7%) and Materials (2.6%).
S&P Dow Jones Indices has announced that it expects that, effective with the September 2015 rebalance, consolidated share class lines will no longer be included in the S&P 500 ® Index. Each share class line will be subject to public float and liquidity criteria individually, but the companys total market capitalization will be used to evaluate each share class line. This may result in one listed share class line of a company being included in the S&P 500 ® Index while a second listed share class line of the same company is excluded.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or any accompanying prospectus. UBS has not conducted any independent review or due diligence of any publicly available information with respect to the S&P 500 ® Index.
Information as of market close on February 29, 2016:
| Bloomberg Ticker Symbol: | SPX | 52 Week High (on May 21, 2015): | 2,130.82 |
|---|---|---|---|
| Current Index Level: | 1,932.23 | 52 Week Low (on February 11, 2016): | 1,829.08 |
| 52 Weeks Ago (on February 27, 2015): | 2,104.50 |
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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, 2012 through February 29, 2016. The closing level of the underlying index on February 29, 2016 was 1,932.23. The associated graph shows the closing levels of the underlying index for each day from January 3, 2006 to February 29, 2016. The dotted lines represent the downside threshold level of 1,545.78 and the call threshold level of 1,932.23, which are equal to 80.00% and 100.00%, respectively, of the closing level on February 29, 2016. 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.
| S&P 500 ® Index | High | Low | Period End |
|---|---|---|---|
| 2012 | |||
| First Quarter | 1,416.51 | 1,277.06 | 1,408.47 |
| Second Quarter | 1,419.04 | 1,278.04 | 1,362.16 |
| Third Quarter | 1,465.77 | 1,334.76 | 1,440.67 |
| Fourth Quarter | 1,461.40 | 1,353.33 | 1,426.19 |
| 2013 | |||
| First Quarter | 1,569.19 | 1,457.15 | 1,569.19 |
| Second Quarter | 1,669.16 | 1,541.61 | 1,606.28 |
| Third Quarter | 1,725.52 | 1,614.08 | 1,681.55 |
| Fourth Quarter | 1,848.36 | 1,655.45 | 1,848.36 |
| 2014 | |||
| First Quarter | 1,878.04 | 1,741.89 | 1,872.34 |
| Second Quarter | 1,962.87 | 1,815.69 | 1,960.23 |
| Third Quarter | 2,011.36 | 1,909.57 | 1,972.29 |
| Fourth Quarter | 2,090.57 | 1,862.49 | 2,058.90 |
| 2015 | |||
| First Quarter | 2,117.39 | 1,992.67 | 2,067.89 |
| Second Quarter | 2,130.82 | 2,057.64 | 2,063.11 |
| Third Quarter | 2,128.28 | 1,867.61 | 1,920.03 |
| Fourth Quarter | 2,109.79 | 1,923.82 | 2,043.94 |
| 2016 | |||
| First Quarter (Through February 29, 2016) | 2,016.71 | 1,829.08 | 1,932.23 |
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S&P 500 ® Index Daily Closing Levels
January 3, 2006 to February 29, 2016
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This document relates only to the securities offered hereby and does not relate to the underlying index or other securities linked to the underlying index. We have derived all disclosures contained in this document regarding the underlying index 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 index.
Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the underlying index.
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Additional Information about the Securities
Please read this information in conjunction with the summary terms on the front cover of this document.
Additional Provisions:
| Record date: | 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: | U.S. Bank Trust National Association |
| Calculation agent: | UBS Securities LLC |
| Tax considerations: | 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-39 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 index. 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 or proceeds 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 amounts
or proceeds attributable 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 short-term capital gain or loss. 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 single short-term contingent debt instruments, 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 index-linked securities that do not guarantee full repayment of principal. |
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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 payment) on any rebalancing or rollover of the underlying index. 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 potential consequences of the 3.8% Medicare tax. Specified Foreign Financial Assets . Certain U.S. holders that own specified foreign financial assets may be subject to reporting obligations 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 Internal Revenue Code of 1986, as amended (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) without being required to pay any additional amounts with respect to amounts so withheld. Gain from the sale or exchange of a security or settlement at maturity generally will 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. We will not attempt to ascertain whether the issuer of any index constituent stock would be treated 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 could possibly apply, including subjecting any gain to a non-U.S. holder in respect of a security upon a sale, exchange, automatic call, redemption or other taxable disposition of the security to the U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. holders should consult their tax advisors regarding the potential treatment of an index constituent stock as a United States real property holding corporation or the securities as United States real property interests. You should consult your tax advisor regarding the possible consequences to you if such entity is or becomes a USRPHC.
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| 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 financial instruments are contingent upon or determined by reference to U.S.-source dividends. Under U.S. Treasury Department regulations, certain payments or deemed payments to non-U.S. holders
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 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. Withholding under these regulations generally will not apply to specified ELIs entered into before January 1, 2017. Accordingly, 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 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 passthru 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 do not certify that they do not have any substantial
United States owners) to 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 a sale or disposition occurring after December 31, 2018, and certain foreign passthru payments made after December 31, 2018 (or, if later, the date that final regulations
defining the term foreign passthru payment are published). In addition, withholding tax under FATCA would not be imposed on withholdable payments solely because the relevant obligation is treated as giving rise to a dividend equivalent
(pursuant to Section 871(m) 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. Foreign financial institutions and non-financial foreign entities located in jurisdictions
that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. 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, would have required holders
of securities purchased after the bill was enacted to accrue interest income over the term of the securities despite the fact that there may not be 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 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 |
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Contingent Income Auto-Callable Securities due March 5, 2019
$3,490,000 Based on the S&P 500 ® Index
| | 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. Prospective
purchasers of securities should consult their tax advisors as to the U.S. federal, state, local and other tax (including non-U.S. tax) consequences to them of the purchase, ownership and disposition of the securities. |
| --- | --- |
| Use of proceeds and hedging: | 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 purchases of index constituent stocks and/or
listed and/or over-the-counter options, exchange-traded funds or other instruments on the index constituent stocks or the underlying index prior to, on or 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 9 of this document for a discussion of these adverse effects. |
| Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any): | Pursuant to the terms of a distribution agreement, UBS has agreed to sell to UBS Securities LLC, and UBS Securities LLC has agreed 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 $0.25 per $10.00 stated principal amount of securities. UBS Securities LLC has agreed to resell all of the
securities to Morgan Stanley Wealth Management with an underwriting discount of $0.25 reflecting a fixed structuring fee of $0.05 and a fixed sales commission of $0.20 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 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 10 and 11 of this pricing supplement. |
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| Validity of the securities: | In the opinion of Cadwalader, Wickersham & Taft LLP, as special counsel to the issuer, when the securities offered by this pricing
supplement have been executed and issued by the issuer and authenticated by the trustee pursuant to the indenture and delivered, paid for and sold as contemplated herein, the securities will be valid and binding obligations of the issuer,
enforceable against the issuer in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors rights generally, and
to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves
matters governed by Swiss law, Cadwalader, Wickersham & Taft LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by Homburger AG, Swiss legal counsel for the issuer, in its opinion dated February
9, 2016 filed with the Securities and Exchange Commission as an exhibit to a Current Report on Form 6-K on February 9, 2016. In addition, this opinion is subject to customary assumptions about the trustees authorization, execution and delivery
of the indenture and, with respect to the securities, authentication of the securities and the genuineness of signatures and certain factual matters, all as stated in the opinion of Cadwalader, Wickersham & Taft LLP dated June 15, 2015
filed with the Securities and Exchange Commission as an exhibit to a Current Report on Form 6-K on June 15, 2015. |
| --- | --- |
| Contact: | 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. |
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