Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-200212
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities Offered |
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Maximum
Aggregate Offering Price |
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Amount of Registration Fee(1) |
Capped Leveraged Buffered Notes linked to the MSCI EAFE® Index due January 20, 2017 |
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$2,080,000.00 |
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$241.70 |
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(1) |
Calculated in accordance with Rule 457(r) of the Securities Act of 1933. |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-200212
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UBS AG
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$2,080,000
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Capped Leveraged Buffered MSCI EAFE® Index-Linked Medium-Term Notes, Series A, due January 20, 2017 |
The notes do not bear interest. The amount that you will be paid on your notes on the stated maturity date (January 20, 2017) is
based on the performance of the MSCI EAFE® Index as measured from the trade date (January 14, 2015) to and including the determination date (January 17, 2017). If the final underlier level on
the determination date is greater than the initial underlier level of 1,727.980, the return on your notes will be positive, subject to the maximum settlement amount of $1,261.80 for each $1,000 face amount of your notes. If the final underlier level
declines by up to 12.50% from the initial underlier level, you will receive the face amount of your notes. If the final underlier level declines by more than 12.50% from the initial underlier level, the return on your notes will be negative.
Specifically, you will lose approximately 1.1429% for every 1% negative underlier return below the buffer level. You could lose your entire investment in the notes.
To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final underlier level from the initial
underlier level. On the stated maturity date, for each $1,000 face amount of your notes, you will receive an amount in cash equal to:
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if the underlier return is positive (the final underlier level is greater than the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000
times (b) the upside participation rate of 140% times (c) the underlier return, subject to the maximum settlement amount; |
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if the underlier return is zero or negative but not below -12.50% (the final underlier level is equal to or less than the initial underlier level but not by more than 12.50%), $1,000; or
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if the underlier return is negative and is below -12.50% (the final underlier level is less than the initial underlier level by more than 12.50%), the sum of (i) $1,000 plus
(ii) the product of (a) approximately 114.29% times (b) the sum of the underlier return plus 12.50% times (c) $1,000. |
Your investment in the notes involves certain risks, including, among other things, our credit risk. See Additional Risk Factors Specific To Your
Notes on page 11 of this pricing supplement. You should read the additional disclosure herein so that you may better understand the terms and risks of your investment.
The estimated initial value of the notes as of the trade date is $988.30 per $1,000 face amount. The estimated initial value of the notes was determined as of the
close of the relevant markets on the date hereof 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 notes, see
Additional Risk Factors Specific To Your Notes Fair Value Considerations and Additional Risk Factors Specific To Your Notes Limited or No Secondary Market and Secondary Market Price Considerations on pages 12
and 13 of this pricing supplement.
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Original issue date: |
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January 22, 2015 |
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Original issue price: |
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100.00% of the face amount |
Underwriting discount: |
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0.00% of the face amount |
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Net proceeds to the issuer: |
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100.00% of the face amount |
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these notes or passed upon
the accuracy or adequacy of this pricing supplement, the accompanying product supplement, the accompanying index supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The notes are not bank deposits and
are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
UBS Securities LLC
Pricing Supplement dated January 14, 2015.
The issue price, underwriting discount and net proceeds listed
above relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return
(whether positive or negative) on your investment in the notes will depend in part on the issue price you pay for such notes.
UBS Securities LLC, our affiliate, will
purchase the notes from UBS for distribution to one or more registered broker dealers (dealers). UBS Securities LLC, the dealers or any of their respective affiliates may use this pricing supplement in market-making transactions in notes
after their initial sale. Unless UBS, UBS Securities LLC, the dealers or any of their respective affiliates selling such notes to you informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market-making
transaction. See Supplemental plan of distribution; secondary markets (if any) in this pricing supplement and Supplemental Plan of Distribution (Conflicts of Interest) in the accompanying product supplement.
SUMMARY INFORMATION
UBS has filed a registration statement (including a prospectus, as supplemented by a product supplement for the notes
and an index supplement for various securities we may offer, including the notes), with the Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement 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 without cost by visiting EDGAR on the SEC website at www.sec.gov. Our Central
Index Key, or CIK, on the SEC website is 0001114446. Alternatively, UBS will arrange to send you the prospectus, the index supplement and the product supplement 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:
¿
Underlier-Linked Notes product supplement dated December 19, 2014:
http://www.sec.gov/Archives/edgar/data/1114446/000119312514448039/d819680d424b2.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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Prospectus dated November 14, 2014:
http://www.sec.gov/Archives/edgar/data/1114446/000119312514413375/d816529d424b3.htm
References to UBS, we, our and us refer
only to UBS AG and not to its consolidated subsidiaries. In this pricing supplement, notes refer to the Capped Leveraged Buffered S&P 500 Index-Linked Medium-Term Notes, Series A that are offered hereby, unless the
context otherwise requires. Also, references to the accompanying product supplement mean the UBS Underlier-Linked Notes product supplement, dated December 19, 2014, references to the accompanying index supplement mean
the UBS index supplement dated November 14, 2014 and references to the accompanying prospectus mean the UBS prospectus titled Debt Securities and Warrants, dated November 14, 2014.
This pricing supplement, together with the documents listed above, contains the terms of the notes and supersedes all other prior or
contemporaneous oral statements as well as any other written materials including pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully
consider, among other things, the matters set forth in Additional Risk Factors Specific To Your Notes beginning on page 11 and in Risk Factors on page PS-35 in the accompanying product supplement, as the notes involve risks
not associated with conventional debt securities. We urge you to consult your investment, legal, tax and other advisors before deciding to invest in the notes.
UBS reserves the right to change the terms of, or reject any offer to purchase, the notes prior to their
issuance. In the event of any changes to the terms of the notes, 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.
ii
Investor Suitability
The notes may be suitable for you if:
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You fully understand the risks inherent in an investment in the notes, including the risk of loss of your entire initial investment. |
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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 full downside market risk of an investment in the underlier or in the underlier stocks,
subject to the buffer level. |
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You believe the level of the underlier will appreciate over the term of the notes and the final underlier level is unlikely to exceed the cap level, which is equivalent to 118.70% of the initial underlier level.
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You understand and accept that your return on the notes is limited by the maximum settlement amount and you are willing to invest in the notes based on the maximum settlement amount of $1,261.80 for each $1,000.00 face
amount of your notes. |
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You can tolerate fluctuations in the price of the notes throughout their term that may be similar to or exceed the downside fluctuations in the level of the underlier or the price of the underlier stocks.
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You do not seek guaranteed current income from your investment and are willing to forego any dividends paid on the stocks included in the underlier. |
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You are willing to hold the notes to maturity, a term of approximately 24 months, and accept that there may be little or no secondary market for the notes. |
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You seek an investment with exposure to companies in the developed market of Europe, Asia, Australia and the Far East. |
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You are willing to assume the credit risk of UBS for all payments under the notes, 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 notes 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
notes, the price (not including their customary bid-ask spreads) will temporarily exceed the internal pricing model price. |
The notes may not be
suitable for you if:
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You do not fully understand the risks inherent in an investment in the notes, including the risk of loss of your entire initial investment. |
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You require an investment designed to guarantee a full return of principal at maturity. |
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You cannot tolerate a loss of all or a substantial portion of your investment and are not willing to make an investment that may have the full downside market risk of an investment in the underlier or the underlier
stocks, subject to the buffer level. |
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You believe that the level of the underlier will decline during the term of the notes and the final underlier level will likely be less than the initial underlier level by more than 12.50%, or you believe the level of
the underlier will appreciate over the term of the notes and that the final underlier level is likely to exceed the cap level, which is equivalent to 118.70% of the initial underlier level. |
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You seek an investment that has unlimited return potential without a cap on appreciation and you are unwilling to invest in the notes based on the maximum settlement amount of $1,261.80 for each $1,000.00 face
amount of your notes. |
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You cannot tolerate fluctuations in the price of the notes throughout their term that may be similar to or exceed the downside fluctuations in the level of the underlier or the price of the underlier stocks.
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You seek guaranteed current income from this investment or prefer to receive the dividends paid on the underlier stocks. |
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You are unable or unwilling to hold the notes to maturity, a term of approximately 24 months, or you seek an investment for which there will be an active secondary market. |
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You do not seek an investment with exposure to companies in the developed market of Europe, Asia, Australia and the Far East. |
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You are not willing to assume the credit risk of UBS for all payments under the notes. |
The investor suitability
considerations identified above are not exhaustive. Whether or not the notes are a suitable investment for you will depend on your individual circumstances and you should reach an investment decision only after you and your investment, legal, tax,
accounting and other advisors have carefully considered the suitability of an investment in the notes in light of your particular circumstances. You should also review Additional Risk Factors Specific To Your Notes in this pricing
supplement and the more detailed Risk Factors in the accompanying product supplement for risks related to an investment in the notes.
2
Key Terms
Issuer: UBS AG, London Branch
Underlier: MSCI EAFE® Index (Bloomberg symbol, MXEA Index), as maintained by MSCI Inc. (MSCI)
Specified
currency: U.S. dollars ($)
Terms to be specified in accordance with the accompanying product supplement:
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type of notes: notes linked to a single underlier |
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averaging dates: not applicable |
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cap level: yes, as described below |
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buffer level: yes, as described below |
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interest: not applicable |
Face amount: each note will have a face amount of $1,000; $2,080,000 in the
aggregate for all the offered notes; the aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional aggregate face amount of the notes subsequent to the date of this
pricing supplement. The issue price, underwriting discount, and net proceeds of the notes in the subsequent sale may differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing
supplement. The return (whether positive or negative) on your investment in the notes will depend in part on the issue price you pay for such notes.
Purchase at
amount other than face amount: the amount we will pay you at the stated maturity date for your notes will not be adjusted based on the issue price you pay for your notes, so if you acquire notes at a premium (or discount) to face amount and hold
them to the stated maturity date, it could affect your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have been had you purchased the notes at face amount. Also, the stated buffer
level would not offer the same measure of protection to your investment as would be the case if you had purchased the notes at face amount. Additionally, the cap level would be triggered at a lower (or higher) percentage return than indicated below,
relative to your initial investment. See Additional Risk Factors Specific To Your Notes If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face
Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected in this pricing supplement.
Supplemental discussion of U.S. federal
income tax consequences: you will be obligated pursuant to the terms of the notes in the absence of a change in law, an administrative determination or a judicial ruling to the contrary to characterize each note for all tax
purposes as a pre-paid derivative contract in respect of the underlier, as described under Supplemental U.S. Tax Considerations in the accompanying product supplement. Pursuant to this approach, it is the opinion of Cadwalader,
Wickersham & Taft LLP that upon the sale, exchange or maturity of your notes, it would be reasonable for you to recognize capital gain or loss equal to the difference, if any, between the amount of cash you receive at such time and your tax
basis in your notes. The Internal Revenue Service might not agree with this treatment, however, in which case, the timing and character of income or loss on your note could be materially and adversely affected.
Additionally, with respect to non-U.S. holders, withholding due to any payment treated as a dividend equivalent (as discussed on page PS-77 of the product
supplement) would apply to payments made on or after January 1, 2016. However, the Treasury department and the Internal Revenue Service have announced that they intend to limit this withholding to equity-linked instruments issued on or after the
3
date that is 90 days after the date the final Treasury regulations are published. Accordingly, we do not expect such withholding to apply to the notes.
Investors should read the discussion under Supplemental U.S. Tax Considerations Non-United States Holders Foreign Account Tax Compliance Act
beginning on page PS-77 in the accompanying product supplement and consult their tax advisors concerning the potential application of The Foreign Account Tax Compliance Act.
We will not pay additional amounts with respect to such withholding taxes discussed above.
For more information about the tax consequences of an investment in the notes, you should review carefully the section of the accompanying product supplement entitled
Supplemental U.S. Tax Considerations.
Cash settlement amount (on the stated maturity date): for each $1,000 face amount of your notes, we will
pay you on the stated maturity date an amount in cash equal to:
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if the final underlier level is greater than or equal to the cap level, the maximum settlement amount; |
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if the final underlier level is greater than the initial underlier level but less than the cap level, the sum of (1) $1,000 plus (2) the product of (i) $1,000
times (ii) the upside participation rate times (iii) the underlier return; |
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if the final underlier level is equal to or less than the initial underlier level but greater than or equal to the buffer level, $1,000; or |
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if the final underlier level is less than the buffer level, the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the buffer rate times (iii) the
sum of the underlier return plus the buffer amount |
Initial underlier level: 1,727.980
Final underlier level: the closing level of the underlier on the determination date, except in the limited circumstances described under General Terms of
the Notes Market Disruption Event Consequences of a Market Disruption Event or a Non-Trading Day and General Terms of the Notes Discontinuance of or Adjustments to the Underlier or a Basket Underlier; Alteration of
Method of Calculation in the accompanying product supplement
Additional Market Disruption
Event: Notwithstanding any provision to the contrary in the accompanying product supplement, if the underlier is calculated and published by the underlier sponsor, a market disruption event may occur if underlier
constituents constituting 20% or more, by weight, of the underlier or any constituent index of the underlier, or option or futures contracts, if available, relating to the underlier or any constituent index of the underlier, or underlier
constituents constituting 20% or more, by weight, of the underlier or any constituent index of the underlier do not trade on what were the respective primary markets for those underlier constituents or contracts, as determined by the calculation
agent, including when one or more applicable markets are closed for trading under ordinary circumstances.
Underlier return: the quotient of
(1) the final underlier level minus the initial underlier level divided by (2) the initial underlier level, expressed as a percentage
Upside participation rate: 140.00%
Cap level: 118.70% of the
initial underlier level
Maximum settlement amount: $1,261.80.
Buffer
level: a positive amount equal to 87.50% of the initial underlier level
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Buffer amount: 12.50%
Buffer rate: the quotient of the initial underlier level divided by the buffer level, which equals approximately 114.29%
Trade date: January 14, 2015
Original issue date (settlement date):
January 22, 2015
Determination date: January 17, 2017, subject to adjustment as described under General Terms of the Notes Determination
Date in the accompanying product supplement
Stated maturity date: January 20, 2017, subject to adjustment as described under General Terms of the
Notes Stated Maturity Date in the accompanying product supplement
No interest: the offered notes do not bear interest
No redemption: the offered notes will not be subject to a redemption right or price dependent redemption right
No listing: the offered notes will not be listed on any securities exchange or interdealer quotation system
Closing level: as described under General Terms of the Notes Closing Level in the accompanying product supplement
Business day: as described under General Terms of the Notes Business Day in the accompanying product supplement
Trading day: When we refer to a trading day with respect to the underlier, we mean a day on which the underlier is calculated and published by the underlier
sponsor as described under General Terms of the Notes Trading Day in the accompanying product supplement
Use of proceeds and hedging: as
described under Use of Proceeds and Hedging in the accompanying product supplement
ERISA: as described under ERISA Considerations in
the accompanying product supplement
Supplemental plan of distribution; secondary markets (if any): UBS has agreed to sell to UBS Securities LLC, and UBS
Securities LLC has agreed to purchase from UBS, the aggregate face amount of the notes specified on the front cover of this pricing supplement. UBS Securities LLC, acting as agent for UBS, will receive an underwriting discount of $0.00 per $1,000
face amount of notes and will re-allow the entire discount to the dealers as a concession for each $1,000 face amount of notes that the dealers sell.
We expect to
deliver the notes against payment therefor in New York, New York on January 22, 2015, which is the fifth business day following the date of this pricing supplement and of the pricing of the notes. Under Rule 15c6-1 of the Securities Exchange Act of
1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to three business days
before delivery will be required, by virtue of the fact that the notes are initially expected to settle in five business days (T + 5), to specify alternative settlement arrangements to prevent a failed settlement.
Conflicts of interest: UBS Securities LLC is an affiliate of UBS and, as such, has a conflict of interest in the offering within the
meaning of the Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. In addition, UBS will receive the net proceeds (excluding the underwriting discount) from
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the initial public offering of the notes, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with
the provisions of Rule 5121.
UBS Securities LLC and its affiliates may offer to buy or sell the notes in the secondary market (if any) at prices
greater than UBS internal valuation: The value of the notes 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 notes immediately after the trade date in the secondary market is expected to exceed the estimated initial value of the notes 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 3 months after the trade date, provided that UBS Securities LLC may shorten the period based on various factors,
including the magnitude of purchases and other requests from and negotiated arrangements with selling agents. Notwithstanding the foregoing, UBS Securities LLC and its affiliates are not required to make a market for the notes and may stop making a
market at any time. For more information about secondary market offers and the estimated initial value of the notes, see Additional Risk Factors Specific To Your Notes Fair value considerations and Additional Risk Factors
Specific To Your Notes Limited or No Secondary Market and Secondary Market Price Considerations in this pricing supplement.
Calculation agent:
UBS Securities LLC
CUSIP no.: 90270KEE5
ISIN no.: US90270KEE55
FDIC: the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
6
HYPOTHETICAL EXAMPLES
The following table and chart are provided for purposes of illustration only. They should not be taken as an indication or prediction of future investment results and
are intended merely to illustrate the impact that the various hypothetical final underlier levels on the determination date could have on the cash settlement amount at maturity assuming all other variables remain constant.
The examples below are based on a range of final underlier levels that are entirely hypothetical; no one can predict what the underlier level will be on any day
throughout the life of your notes, and no one can predict what the final underlier level will be on the determination date. The underlier has been volatile in the past meaning that the underlier level has changed considerably in relatively
short periods and its performance cannot be predicted for any future period.
The information in the following examples reflects hypothetical rates of return
on the offered notes assuming that they are purchased on the original issue date at the face amount and held to the stated maturity date. If you sell your notes in a secondary market prior to the stated maturity date, your return will depend upon
the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below such as interest rates, the volatility of the underlier and our creditworthiness. In addition, the estimated
value of your notes at the time the terms of your notes were set on the trade date (as determined by reference to our pricing models) was less than the original issue price of your notes. For more information on the estimated value of your notes,
see Additional Risk Factors Specific To Your Notes Fair Value Considerations The Issue Price You Pay for the Notes Will Exceed Their Estimated Initial Value in this pricing supplement. The information in the table also
reflects the key terms and assumptions in the box below.
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Key Terms and Assumptions |
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Face amount |
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$1,000.00 |
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Upside participation rate |
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140.00% |
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Cap level |
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118.70% of the initial underlier level |
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Maximum settlement amount |
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$1,261.80 |
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Buffer level |
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87.50% of the initial underlier level |
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Buffer rate |
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Approximately 114.29% |
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Buffer amount |
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12.50% |
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Neither a market disruption event nor a non-trading day occurs on the originally scheduled determination date. |
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No change in or affecting any of the underlier stocks or the method by which the underlier sponsor calculates the underlier. |
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Notes are purchased on original issue date at the face amount and held to the stated maturity date.
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The actual performance of the underlier over the life of your notes, as well as the amount payable at maturity, if any, may bear
little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this pricing supplement. For information about the historical levels of the underlier during recent periods, see The Underlier
Historical High, Low and Closing Levels of the Underlier in this pricing supplement.
Also, the hypothetical examples shown below do not take into
account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater extent than the after-tax return on the underlier
stocks.
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The levels in the left column of the table below represent hypothetical final underlier levels and are expressed as
percentages of the initial underlier level. The amounts in the right column represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level),
and are expressed as percentages of the face amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver for each
$1,000.00 of the outstanding face amount of the offered notes on the stated maturity date would equal 100.000% of the face amount of a note, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial
underlier level) and the assumptions noted above.
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Hypothetical Final Underlier Level
(as Percentage of Initial Underlier Level) |
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Hypothetical Cash Settlement Amount
(as Percentage of Face Amount) |
150.00% |
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126.180% |
140.00% |
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126.180% |
130.00% |
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126.180% |
120.00% |
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126.180% |
118.70% |
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126.180% |
115.00% |
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121.000% |
110.00% |
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114.000% |
105.00% |
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107.000% |
100.00% |
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100.000% |
90.00% |
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100.000% |
87.50% |
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100.000% |
80.00% |
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91.429% |
70.00% |
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80.000% |
60.00% |
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68.571% |
50.00% |
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57.143% |
25.00% |
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28.571% |
0.00% |
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0.000% |
If, for example, the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement amount that
we would deliver on your notes at maturity would be approximately 28.571% of the face amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at the face amount and held them to the
stated maturity date, you would lose approximately 71.429% of your investment (if you purchased your notes at a premium to face amount you would lose a correspondingly higher percentage of your investment). In addition, if the final underlier level
were determined to be 150.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be capped at the maximum settlement amount (expressed as a percentage of the face amount), or 126.180% of
each $1,000.00 face amount of your notes, as shown in the table above. As a result, if you held your notes to the stated maturity date, you would not benefit from any increase in the final underlier level over 118.700% of the initial underlier
level.
The following chart also shows a graphical illustration of the hypothetical cash settlement amounts (expressed as a percentage of the face amount of your
notes) that we would pay on your notes on the stated maturity date, if the final underlier level (expressed as a percentage of the initial underlier level) were any of the hypothetical levels shown on the horizontal axis. The chart shows that any
hypothetical final underlier level (expressed as a percentage of the initial underlier level) of less than 87.50% (the section left of the 87.50% marker on the horizontal axis) would result in a hypothetical cash settlement amount of less than
100.000% of the face amount of your notes (the section below the 100.000% marker on the vertical axis) and, accordingly, in a loss of principal to the holder of the notes. The chart
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also shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier level) of greater than or equal to 118.700% (the section right of the 118.700% marker on
the horizontal axis) would result in a capped return on your investment.
The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the underlier stocks that may
not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little
relation to the hypothetical cash settlement amounts shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to the
stated maturity date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect the actual issue price you pay for your notes. The return on your investment (whether positive or negative) in your
notes will be affected by the amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on your investment will differ from, and may be significantly lower than, the hypothetical returns suggested
by the above examples. Please read Additional Risk Factors Specific To Your Notes Market Risk and Additional Risk Factors Specific To Your Notes If You Purchase Your Notes at a Premium to Face Amount, the Return on
Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected in this pricing supplement.
9
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We cannot predict the actual final underlier level or what the market value of your notes
will be on any particular trading day, nor can we predict the relationship between the underlier level and the market value of your notes at any time prior to the stated maturity date. The actual amount that you will receive, if any, at maturity and
the rate of return on the offered notes will depend on the actual initial underlier level, the cap level and the maximum settlement amount, and the actual final underlier level determined by the calculation agent as described above. Moreover, the
assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any, on the stated maturity date may be very different from the information reflected in
the table and chart above. |
10
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES
|
An investment in your notes is subject to the risks described below, as well as the risks
described under Considerations Relating to Indexed Securities in the accompanying prospectus, dated November 14, 2014, and Risk Factors in the accompanying product supplement, dated December 19, 2014. You should carefully
review these risks as well as the terms of the notes described herein and in the accompanying prospectus, dated November 14, 2014, as supplemented by the accompanying index supplement, dated November 14, 2014 and the accompanying product supplement,
dated December 19, 2014, of UBS. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks comprising the underlier to which your notes are
linked. You should carefully consider whether the offered notes are suited to your particular circumstances. |
You May Lose Your Entire Investment In The Notes
You can lose your entire investment in the notes. The cash payment on your notes, if any, on the stated maturity date will be based on the performance of the underlier
as measured from the initial underlier level set on the trade date to the closing level on the determination date. If the final underlier level is less than the buffer level, you will have a loss for each $1,000 of the face amount of your
notes equal to the product of the buffer rate times the sum of the underlier return plus the buffer amount times $1,000. Thus, you may lose your entire investment in the notes, which would include any premium to
face amount you paid when you purchased the notes. Specifically, you will lose approximately 1.1429% for every 1% negative underlier return below the buffer level.
Also, the market price of your notes prior to the stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently, if you
sell your notes before the stated maturity date, you may receive far less than the amount of your investment in the notes.
The Upside
Participation Rate Applies Only At Maturity
You should be willing to hold your notes to maturity. If you are able to sell your notes prior to maturity in the
secondary market, the price you receive will likely not reflect the full economic value of the upside participation rate or the notes and the return you realize may be less than the underlying return multiplied by the upside participation rate, even
if such return is positive. You can receive the full benefit of any positive underlier return multiplied by the upside participation rate subject to the maximum settlement amount, only if you hold your notes to maturity.
The Potential for the Value of Your Notes to Increase Will Be Limited
Your ability to participate in any change in the value of the underlier over the life of your notes and the positive effects of the upside participation rate on any
positive underlier return will be limited because of the cap level. The maximum settlement amount will limit the cash settlement amount you may receive for each of your notes at maturity, no matter how much the level of the underlier may rise beyond
the cap level over the life of your notes. Accordingly, the amount payable for each of your notes may be significantly less than it would have been had you invested directly in the underlier.
Your Notes Will Not Bear Interest
You will not receive any
interest payments on your notes. As a result, even if the cash settlement amount payable for your notes on the stated maturity date exceeds the face amount of your notes, the overall return you earn on your notes may be less than you would have
earned by investing in a conventional debt security of comparable maturity that bears interest at a prevailing market rate.
11
The Notes Are Subject to the Credit Risk of the Issuer
The notes 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 notes, including any repayment of principal, depends on the ability of UBS to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of UBS may affect the market value of the notes and, in the
event UBS were to default on its obligations, you may not receive any amounts owed to you under the terms of the notes and you could lose your entire initial investment.
Market Risk
The return on the notes is directly linked to the
performance of the underlier and indirectly linked to the value of the underlier stocks, and the extent to which the underlier return is positive or negative. The levels of the underlier can rise or fall sharply due to factors specific to the
underlier stocks, as well as general market factors, such as general market volatility and levels, interest rates and economic and political conditions. You may lose some or all of your initial investment.
Fair Value Considerations
The Issue Price
You Pay for the Notes Exceeds Their Estimated Initial Value
The issue price you pay for the notes exceeds their estimated initial value as of the trade 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 trade date, we have determined the estimated initial value of the notes 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 notes incorporate certain variables, including the level of the underlier, the
volatility of the underlier, the expected dividends on the underlier stocks, prevailing interest rates, the term of the notes 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 notes to you. Due to these factors,
the estimated initial value of the notes as of the trade date is less than the issue price you pay for the notes.
The Estimated Initial Value Is a
Theoretical Price; the Actual Price that You May Be Able to Sell Your Notes in Any Secondary Market (if Any) at Any Time After the Trade Date May Differ From the Estimated Initial Value
The value of your notes 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 trade date, if you attempt to sell the notes in the
secondary market, the actual value you would receive may differ, perhaps materially, from the estimated initial value of the notes determined by reference to our internal pricing models. The estimated initial value of the notes does not represent a
minimum or maximum price at which we or any of our affiliates would be willing to purchase your notes 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 Notes as of the Trade Date
We may
determine the economic terms of the notes, as well as hedge our obligations, at least in part, prior to the trade 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 notes cannot be determined as of the trade date and any such differential between the estimated initial value and the issue price of the notes as of the trade date does not
reflect our actual profits. Ultimately, our actual profits will be known only at the maturity of the notes.
12
Limited or No Secondary Market and Secondary Market Price Considerations
There May Be Little or No Secondary Market for the Notes
The
notes 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 notes will develop. UBS Securities LLC and its affiliates may make a market in the
notes, although they are not required to do so and may stop making a market at any time. If you are able to sell your notes prior to maturity, you may have to sell them at a substantial loss. The estimated initial value of the notes does not
represent a minimum or maximum price at which we or any of our affiliates would be willing to purchase your notes in any secondary market at any time.
The Price at which UBS Securities LLC and Its Affiliates May Offer to Buy the Notes in the Secondary Market (if Any) May Be Greater than UBS
Valuation of the Notes 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 notes, UBS Securities LLC or its affiliates may offer to buy or sell such notes at a price that exceeds
(i) our valuation of the notes 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 notes 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 Summary Information Key Terms Supplemental plan of distribution; secondary markets (if any) herein. Thereafter, if UBS Securities LLC or an affiliate makes secondary markets in the notes, 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 notes. As described above, UBS Securities LLC and its affiliates are not required to make a market for the notes 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.
Price of Notes Prior to Maturity
The market price of the notes
will be influenced by many unpredictable and interrelated factors, including the level of the underlier; the volatility of the underlier; the dividend rate paid on the underlier stocks; the time remaining to the maturity of the notes; 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 notes.
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
original 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 notes in any secondary market.
13
The Amount Payable on Your Notes Is Not Linked to the Level of the Underlier at Any Time Other than the
Determination Date
The final underlier level will be based on the closing level of the underlier on the determination date, except in the limited circumstances
described under General Terms of the Notes Consequences of a Market Disruption Event or a Non-Trading Day and General Terms of the Notes Discontinuance of or Adjustments to the Underlier or a Basket Underlier;
Alteration of Method of Calculation in the accompanying product supplement. Therefore, if the closing level of the underlier dropped precipitously on the determination date, the cash settlement amount for your notes may be significantly less
than it would have been had the cash settlement amount been linked to the closing level of the underlier prior to such drop in the level of the underlier. Although the actual level of the underlier on the stated maturity date or at other times
during the life of your notes may be higher than the final underlier level, you will not benefit from the closing level of the underlier at any time other than on the determination date.
You Have No Shareholder Rights or Rights to Receive Any Underlier Stock
Investing in your notes will not make you a holder of any of the underlier stocks. Neither you nor any other holder or owner of your notes will have any voting rights,
any right to receive dividends or other distributions, any rights to make a claim against the underlier stocks or any other rights with respect to the underlier stocks. Your notes will be paid in cash and you will have no right to receive delivery
of any underlier stocks.
We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the date of this pricing supplement. The issue
price, underwriting discount, and net proceeds of the notes in the subsequent sale may differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing supplement. The
return (whether positive or negative) on your investment in the notes will depend in part on the issue price you pay for such notes.
If You
Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected
The cash settlement amount will not be adjusted based on the original issue price you pay for the notes. If you purchase notes at a price that differs from the face
amount of the notes, then the return on your investment in such notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes purchased at face amount. If you purchase your notes at a premium to
face amount and hold them to the stated maturity date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at face amount or a discount to face amount.
In addition, the impact of the buffer level on the return on your investment, and the extent to which the buffer level will diminish your exposure to any negative
underlier return will depend upon the price you pay for your notes relative to face amount. For example, if you purchase your notes at a premium to face amount, the buffer level, while still providing some protection against exposure to any negative
underlier return, will allow a greater percentage decrease in your investment in the notes than would have been the case for notes purchased at face amount or a discount to face amount.
Lastly, the impact of the cap level on the return on your investment, and the extent to which the cap level will diminish your exposure to any positive underlier return
(as leveraged by the upside participation rate), will also depend on the price you pay for your notes relative to face amount. For example, if you purchase your notes at a premium to face amount, the cap level will only permit a lower percentage
increase in your investment in the notes than would have been the case for notes purchased at face amount or a discount to face amount.
14
The Underlier Reflects Price Return, Not Total Return
The return on your notes is based on the performance of the underlier, which reflects the changes in the market prices of the underlier 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 underlier stocks. The return on your notes will not include such a total return
feature or dividend component.
The Notes are Considered Hold To Maturity Products
Generally, there is no liquid market for the notes.
Changes
Affecting The Underlier Could Have An Adverse Effect On The Value of The Notes
The policies of MSCI Inc., the sponsor of the underlier (the
underlier sponsor), concerning additions, deletions and substitutions of the underlier stocks and the manner in which the underlier sponsor takes account of certain changes affecting those underlier stocks may adversely
affect the level of the underlier. The policies of the underlier sponsor with respect to the calculation of the underlier could also adversely affect the level of the underlier. The underlier sponsor may discontinue or suspend calculation or
dissemination of the underlier. Any such actions could have an adverse effect on the value of the notes.
Your Notes Are Subject to Non-U.S.
Securities Market Risk
The MSCI EAFE® Index is subject to risks associated with non-U.S. securities
markets, specifically the regions of Europe, Asia, Australia and the Far East. An investment in the notes 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. Securities 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.
The Securities are subject to currency exchange risk
Because
the prices of the index constituent stocks of the MSCI EAFE® Index are converted into U.S. dollars by the index sponsor for the purposes of calculating the level of the MSCI EAFE® Index, you will be exposed to currency exchange rate risk with respect to each of the currencies in which the index constituent stocks trade. Your net exposure will depend on the extent to which
those currencies strengthen or weaken against the U.S. dollar and the relative weight of the index constituent stocks denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those
currencies, the level of the MSCI EAFE® Index will be adversely affected and consequently the payment at maturity of the Securities, if any, may be reduced.
15
UBS Cannot Control Actions By the Underlier Sponsor and the Underlier Sponsor Has No Obligation To
Consider Your Interests
UBS and its affiliates are not affiliated with the underlier 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 underlier. The underlier sponsor is not involved in the notes offering in any way and has no obligation to consider your interest
as an owner of the notes in taking any actions that might affect the market value of your notes.
Potential Conflict of Interest
UBS and its affiliates may engage in business related to the underlier or underlier stocks, which may present a conflict between the obligations of UBS and you, as a
holder of the notes. 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 the underlier return and the cash settlement amount based on the
closing level of the underlier on the determination date. The calculation agent can postpone the determination of the final underlier level if a market disruption event occurs and is continuing on the determination date. As UBS determines the
economic terms of the notes, including the upside participation rate, the cap level and the buffer level, and such terms include hedging costs, issuance costs and projected profits, the notes 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 the sale of your notes in the secondary market. UBS or its affiliates may earn additional profits (or potentially incur
losses) as a result of payments pursuant to such hedging activities. In performing these duties, the economic interests of UBS, UBS Securities LLC, the dealers or their respective affiliates are potentially adverse to your interests as an investor
in the notes. Additionally, hedging activities may adversely affect the market value of your notes and the amount we will pay on your notes.
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 notes, or express opinions or
provide recommendations that are inconsistent with purchasing or holding the notes. 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 notes and the underlier to which the notes are linked.
Under Certain Circumstances, the Swiss Financial Market Supervisory Authority (FINMA) has the Power to Take Actions That May Adversely
Affect the Notes
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
16
another entity, (b) provide for the conversion of UBSs debt and/or other obligations, including its obligations under the notes, into equity, and/or (c) potentially provide for
haircuts on obligations of UBS, including its obligations under the notes. 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 notes and/or the ability of UBS to make payments thereunder.
Uncertain Tax Treatment
Significant aspects of the tax treatment of the Notes are uncertain. There are no statutory provisions, regulations, published rulings or judicial decisions addressing
the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as the notes, and do we not plan to request a ruling from the Internal Revenue Service (IRS). Consequently, significant
aspects of the tax treatment of the notes are uncertain, and the IRS or a court might not agree with the treatment of the notes as pre-paid financial contracts that are not debt. Accordingly, it is possible that your notes could alternatively be
treated for tax purposes, and that the timing and character of the income or loss on your notes could be materially and adversely affected.
In 2007, the IRS
released a notice that may affect the taxation of holders of the notes. According to the notice, the IRS and the Treasury Department are actively considering whether the holder of an instrument similar to the notes should be required to accrue
ordinary income on a current basis, and they are seeking taxpayer comments on the subject. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the notes will
ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the Treasury Department are also considering other relevant issues, including whether additional gain or loss from such instruments
should be treated as ordinary or capital, whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special constructive ownership rules of Section 1260 of the
Internal Revenue Code of 1986, as amended (the Code) should be applied to such instruments. Holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations. Except to the
extent otherwise required by law, UBS intends to treat your notes for United States federal income tax purposes in accordance with the treatment described above and under Supplemental U.S. Tax Considerations in the accompanying product
supplement, unless and until such time as the Treasury Department and the IRS determine that some other treatment is more appropriate.
Prospective purchasers of
notes should consult their tax advisors as to the U.S. federal, state, local, non.-U.S. and other tax consequences to them of the purchase, ownership and disposition of the notes. For more information, see Supplemental U.S. Tax
Considerations in the accompanying product supplement.
17
THE UNDERLIER
We have derived all information contained in this pricing supplement regarding the MSCI EAFE® Index (MSCI
EAFE), 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 MSCI Inc. UBS has not conducted
any independent review or due diligence of any publicly available information with respect to MSCI EAFE.
MSCI EAFE is a free float-adjusted market capitalization
index that is designed to measure developed market equity performance in Europe, Asia, Australia and the Far East. MSCI EAFE includes components from all countries in Europe, Australia and the Far East that are designated by MSCI as Developed
Markets.
The five largest developed market countries included and their relative weightings as of December 30, 2014 are: the United Kingdom (20.91%), Japan
(20.81%), France (9.83%), Switzerland (9.43%) and German (9.25%). Other countries account for 29.78% of MSCI EAFE and include Australia, Austria, Belgium, Denmark, Finland, Hong Kong, Ireland, Israel, Italy, the Netherlands, New Zealand, Norway,
Portugal, Singapore, Spain and Sweden. With 908 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.
As of December 30, 2014, the companies included in MSCI EAFE were divided into ten global industry classification Sectors, each having a relative weight within MSCI EAFE
as follows: Financials (26.00%), Industrials (12.44%), Consumer Discretionary (12.29%), Health Care (11.19%), Consumer Staples (11.17%), Materials (7.55%), Energy (5.75%), Telecommunication Services (5.11%), Information Technology (4.70%) and
Utilities (3.89%).
MSCI EAFE is based on the MSCI Global Investable Market Indexes Methodology an approach to index construction that assesses global and
cross regional comparisons across all market capitalization size, sector and style segments and combinations. This methodology aims to provide exhaustive coverage of the relevant investment opportunity set with a strong emphasis on index liquidity,
investability and replicability. MSCI EAFE is reviewed quarterly with the objective of reflecting change in the underlying equity markets in a timely manner, while limiting undue index turnover. During semi- annual index reviews, MSCI EAFE is
rebalanced and the large and mid-capitalization cutoff points are recalculated.
Information from outside sources is not incorporated by reference in, and should not
be considered part of, this pricing supplement or any accompanying prospectus. Information about the MSCI EAFE, including the methodology used to calculate the MSCI EAFE, is available at
http://www.msci.com/resources/factsheets/index_fact_sheet/msci-eafe-index-usd-price.pdf. We are not incorporating by reference the website or any material it includes in this pricing supplement.
18
Supplemental Information with Respect to the MSCI EAFE Index
The following information supplements the general description of the MSCI EAFE contained in the accompanying index supplement.
Determining the Market Investable Equity Universes
Equity Universe Minimum
Size Requirement: This investability screen is applied at the company level. In order to be included in a market investable equity universe, a company must have the required minimum market capitalization. The equity universe minimum size requirement
applies to companies in all markets and is derived as follows:
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|
First, the companies in the developed market equity universe are sorted in descending order of full market capitalization and the cumulative coverage of the free float-adjusted market capitalization of the developed
market equity universe is calculated for each company. Each companys free float-adjusted market capitalization is represented by the aggregation of the free float-adjusted market capitalization of the securities of that company in the equity
universe. |
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Second, when the cumulative free float-adjusted market capitalization coverage of 99% of the sorted equity universe is achieved, by adding each companys free float-adjusted market capitalization in descending
order, full market capitalization of the company that reaches the 99% threshold defines the equity universe minimum size requirement. |
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|
The rank of this company by descending order of full market capitalization within the developed market equity universe is noted, and will be used in determining the equity universe minimum size requirement at the next
rebalance. |
As of May 2014, the equity universe minimum size requirement was set at US$196,000,000. Companies with a full market capitalization below
this level are not included in any market investable equity universe. The equity universe minimum size requirement is reviewed and, if necessary, revised at each semi-annual index review.
Minimum Foreign Room Requirement: This investability screen is applied at the individual security level. For a security that is subject to a foreign ownership limit to
be eligible for inclusion in a market investable equity universe, the proportion of shares still available to foreign investors relative to the maximum allowed (referred to as foreign room) must be at least 15%.
See MSCI Indices Constructing the MSCI Global Investable Market Indices Determining the Market Investable Equity Universes in the accompanying
index supplement.
Calculation Methodology for the MSCI Indices
The
performance of the MSCI EAFE is a free float weighted average of the U.S. dollar values of their component securities. Prices used to calculate the component securities are the official exchange closing prices or prices accepted as such in the
relevant market. In general, all prices are taken from the main stock exchange or exchanges in each market. In the event of a market disruption resulting in any component security price to be unavailable, MSCI will generally use the last reported
price for such component security for the purpose of performance calculation. Closing prices are converted into U.S. dollars, as applicable, using the closing spot exchange rates calculated by WM/Reuters at 4:00 P.M. London Time.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or any accompanying prospectus.
Historical High, Low and Closing Levels of the Underlier
The
closing level of the underlier has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier during any period shown below is not an indication
that the underlier is more or less likely to increase or decrease at any time during the life of your notes.
19
The following table sets forth the quarterly high and low closing levels for the underlier, based on the daily closing
level as reported by Bloomberg Professional® service (Bloomberg), without independent verification. UBS has not conducted any independent review or due diligence of publicly
available information obtained from Bloomberg. The closing level of the underlier on January 14, 2015 was 1,727.980. Past performance of the underlier is not indicative of the future performance of the underlier.
Quarterly Closing High, Closing Low and Closing Levels of the Underlier*
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|
|
|
|
|
|
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Quarter Begin |
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Quarter End |
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Quarterly Closing High |
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Quarterly Closing Low |
|
Quarterly Close |
|
|
|
|
|
|
|
|
|
1/3/2011 |
|
3/31/2011 |
|
1,758.970 |
|
1,597.150 |
|
1,702.550 |
4/1/2011 |
|
6/30/2011 |
|
1,809.610 |
|
1,628.030 |
|
1,708.080 |
7/1/2011 |
|
9/30/2011 |
|
1,727.430 |
|
1,331.350 |
|
1,373.330 |
10/3/2011 |
|
12/30/2011 |
|
1,560.850 |
|
1,310.150 |
|
1,412.550 |
1/3/2012 |
|
3/30/2012 |
|
1,586.110 |
|
1,405.100 |
|
1,553.460 |
4/2/2012 |
|
6/29/2012 |
|
1,570.080 |
|
1,308.010 |
|
1,423.380 |
7/2/2012 |
|
9/28/2012 |
|
1,569.910 |
|
1,363.520 |
|
1,510.760 |
10/1/2012 |
|
12/31/2012 |
|
1,618.920 |
|
1,467.330 |
|
1,604.000 |
1/2/2013 |
|
3/28/2013 |
|
1,713.660 |
|
1,624.480 |
|
1,674.300 |
4/1/2013 |
|
6/28/2013 |
|
1,781.840 |
|
1,598.660 |
|
1,638.940 |
7/1/2013 |
|
9/30/2013 |
|
1,844.390 |
|
1,645.230 |
|
1,818.230 |
10/1/2013 |
|
12/31/2013 |
|
1,915.600 |
|
1,790.270 |
|
1,915.600 |
1/2/2014 |
|
3/31/2014 |
|
1,940.230 |
|
1,796.860 |
|
1,915.690 |
4/1/2014 |
|
6/30/2014 |
|
1,992.690 |
|
1,882.240 |
|
1,972.120 |
7/1/2014 |
|
9/30/2014 |
|
1,995.490 |
|
1,846.080 |
|
1,846.080 |
10/1/2014 |
|
12/31/2014 |
|
1,848.790 |
|
1,714.640 |
|
1,774.890 |
1/2/2015* |
|
1/14/2015* |
|
1,762.420 |
|
1,697.010 |
|
1,727.980 |
*As of the date of this pricing supplement, available information for the first calendar quarter of 2015 includes data for the period
from January 2, 2015 through January 14, 2015. Accordingly, the Quarterly Closing High, Quarterly Closing Low and Quarterly Close data indicated are for this shortened period
only and do not reflect complete data for the first calendar quarter of 2015.
20
The graph below illustrates the performance of the underlier from January 3, 2000 through January 14, 2015, based
on information from Bloomberg. The dotted line represents the buffer level of 1,511.983, which is equal to 87.50% of 1,727.980, which was the closing level of the underlier on January 14, 2015. Past performance of the underlier is not
indicative of the future performance of the underlier.
We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by
reference in this pricing supplement, the accompanying product supplement, the accompanying index supplement, or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. This pricing supplement, the accompanying product supplement, the accompanying index supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this pricing supplement, the accompanying product supplement, the accompanying index supplement, and the accompanying prospectus is current only as of the respective dates of
such documents.
21
TABLE OF CONTENTS
Pricing Supplement
|
|
|
|
|
Page |
Summary Information |
|
ii |
Investor Suitability |
|
1 |
Hypothetical Examples |
|
7 |
Additional Risk Factors Specific to Your Notes |
|
11 |
The Underlier |
|
18 |
|
Product Supplement dated December 19, 2014 |
Product Supplement Summary |
|
PS-1 |
Hypothetical Returns on Underlier-Linked Notes |
|
PS-17 |
Hypothetical Payment Amounts on Your Notes |
|
PS-34 |
Risk Factors |
|
PS-35 |
General Terms of the Notes |
|
PS-51 |
Use of Proceeds and Hedging |
|
PS-70 |
Supplemental U.S. Tax Considerations |
|
PS-71 |
ERISA Considerations |
|
PS-79 |
Supplemental Plan of Distribution (Conflicts of Interest) |
|
PS-80 |
|
Index Supplement dated November 14, 2014 |
Index Supplement Summary |
|
IS-1 |
Underlying Indices And Underlying Index Publishers |
|
IS-2 |
Dow Jones Industrial AverageTM |
|
IS-2 |
NASDAQ-100 Index® |
|
IS-4 |
Russell 2000® Index |
|
IS-7 |
S&P 500® Index |
|
IS-12 |
Commodity Indices |
|
IS-17 |
Bloomberg Commodity IndexSM |
|
IS-17 |
UBS Bloomberg Constant Maturity Commodity Index Excess Return |
|
IS-24 |
Non-U.S. Indices |
|
IS-29 |
EURO STOXX 50® Index |
|
IS-29 |
FTSETM 100 Index |
|
IS-31 |
Hang Seng China Enterprises Index |
|
IS-35 |
MSCI Indexes |
|
IS-38 |
MSCI EAFE® Index |
|
IS-38 |
MSCI® Emerging Markets IndexSM |
|
IS-38 |
MSCI® Europe Index |
|
IS-38 |
|
Prospectus dated November 14, 2014 |
Introduction |
|
1 |
Cautionary Note Regarding Forward-Looking Statements |
|
3 |
Incorporation of Information About UBS AG |
|
4 |
Where You Can Find More Information |
|
5 |
Presentation of Financial Information |
|
6 |
Limitations on Enforcement of U.S. Laws Against UBS AG, Its Management and Others |
|
6 |
UBS |
|
7 |
Swiss Regulatory Powers |
|
10 |
Use of Proceeds |
|
11 |
Description of Debt Securities We May Offer |
|
12 |
Description of Warrants We May Offer |
|
32 |
Legal Ownership and Book-Entry Issuance |
|
47 |
Considerations Relating to Indexed Securities |
|
52 |
|
|
|
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar
Currency |
|
55 |
U.S. Tax Considerations |
|
58 |
Tax Considerations Under the Laws of Switzerland |
|
69 |
Benefit Plan Investor Considerations |
|
71 |
Plan of Distribution |
|
73 |
Conflicts of Interest |
|
75 |
Validity of the Securities |
|
76 |
Experts |
|
76 |
$2,080,000
UBS AG
Capped Leveraged Buffered MSCI EAFE® Index-Linked Medium-Term Notes, Series A, due
January 20, 2017
UBS Securities LLC
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