Coupon Payment Dates
Coupons will be payable in arrears in twelve equal monthly
installments on the Coupon Payment Dates listed below:
July 19, 2012
January 22, 2013
August 20, 2012
February 19, 2013
September 19, 2012
March 19, 2013
October 19, 2012
April 19, 2013
November 19, 2012
May 20, 2013
December 19, 2012
June 20, 2013
Any payment on your Notes that would otherwise be due on a Coupon
Payment Date that is not a business day will instead be payable on
the next day that is a business day, with the same effect as if paid
on the original due date.
What Are the Tax Consequences of the Notes?
You should review carefully the section entitled "Material U.S.
Federal Income Tax Consequences" in the accompanying product
supplement no. UBS-1-I. Subject to the discussion in that section,
and based on current market conditions, in the opinion of our special
tax counsel, Davis Polk & Wardwell LLP, it is reasonable to treat the
Notes as units each comprising a Put Option and a debt component for
U.S. federal income tax purposes. Of each Coupon Payment for each
Note offering, we have allocated as interest on the debt component
and as Put Premium the following amounts:
Underlying Stock
Coupon Rate
per Annum
Interest on Debt Component
per Annum
Premium Component
per Annum
Common stock of Valero Energy Corporation
10.68%
1.15%
9.53%
Common stock of MGM Resorts International
10.70%
1.15%
9.55%
By purchasing the Notes, you agree to treat the Notes for U.S.
federal income tax purposes consistently with the treatment and
allocation as described above. We will follow this approach in
determining our information reporting responsibilities, if any.
Assuming the treatment and allocation described above are
respected, (a) interest on the debt component will be taxed as
ordinary income, while the Put Premium will not be taken into account
prior to maturity or sale, and (b) assuming that you are an initial
holder of Notes purchasing the Notes at the Initial Price for
cash, (i) if at maturity the Notes are settled in cash, you will
recognize short-term capital gain in an amount equal to the total Put
Premium received, and (ii) if at maturity you receive the Underlying
Stock, you generally will not recognize gain or loss with respect to
the Put Premium or the Underlying Stock received; instead, the total
Put Premium will reduce your basis in the Underlying Stock.
There are, however, other reasonable treatments that the Internal
Revenue Service (the "IRS") or a court may adopt for the Notes, in
which case the timing and character of your income or loss could be
significantly and adversely affected.
In addition, in 2007 Treasury and the IRS released a notice
requesting comments on the U.S. federal income tax treatment of
"prepaid forward contracts" and similar instruments. While it is not
clear whether the Notes would be viewed as similar to the typical
prepaid forward contract described in the notice, it is possible that
any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect
the tax consequences of an investment in the Notes, possibly with
retroactive effect. The notice focuses on a number of issues, the
most relevant of which for holders of the Notes are the character of
income or loss (including whether the Put Premium might be currently
included as ordinary income) and the degree, if any, to which income
realized by Non-U.S. Holders should be subject to withholding tax.
Both U.S. and Non-U.S. Holders should consult their tax advisers
regarding all aspects of the U.S. federal income tax consequences of
an investment in the Notes, including possible alternative treatments
and the issues presented by this notice. Purchasers who are not
initial purchasers of Notes at the Initial Price should also consult
their tax advisers with respect to the tax consequences of an
investment in the Notes, including possible alternative treatments,
as well as the allocation of the purchase price of the Notes between
the debt component and the Put Option.
Non-U.S. Holders - Additional Tax Consideration
Non-U.S. Holders should note that recently proposed Treasury
regulations, if finalized in their current form, could impose a
withholding tax at a rate of 30% (subject to reduction under an
applicable income tax treaty) on amounts attributable to U.S.-source
dividends (including, potentially, adjustments to account for
extraordinary dividends) that are paid or "deemed paid" after
December 31, 2012 under certain financial instruments, if certain
other conditions are met. While significant aspects of the
application of these proposed regulations to the Notes are uncertain,
if these proposed regulations were finalized in their current form,
we (or other withholding agents) might determine that withholding is
required with respect to Notes held by a Non-U.S. Holder or that the
Non-U.S. Holder must provide information to establish that
withholding is not required. Non-U.S. Holders should consult their
tax advisers regarding the potential application of these proposed
regulations. If withholding is so required, we will not be required
to pay any additional amounts with respect to amounts so withheld.
The discussion in the preceding paragraphs, when read in combination
with the section entitled "Material U.S. Federal Income Tax
Consequences" in the accompanying product supplement, constitutes the
full opinion of Davis Polk & Wardwell LLP regarding the material U.S.
federal income tax consequences of owning and disposing of Notes.