Obligation UBSL 2% ( US90270K2S71 ) en USD

UBSL

100 % ▼

Suisse

US90270K2S71 ( en USD )

2% par an ( paiement semestriel )

31/01/2023 - Obligation échue

Prospectus brochure de l'obligation UBS (London Branch) US90270K2S71 en USD 2%, échue

1 000 USD

10 000 000 USD

90270K2S7

N/A

UBS (London Branch) est une succursale de la banque suisse UBS, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions financières au Royaume-Uni et au-delà.

L'Obligation émise par UBSL ( Suisse ) , en USD, avec le code ISIN US90270K2S71, paye un coupon de 2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2023

424B2 1 ub54633671-424b2.htm FORM 424B2
PRICING SUPPLEMENT
Dated January 29, 2020
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-225551
(To Prospectus dated October 31, 2018
and Prospectus Supplement dated October 31, 2018)

U BS AG

$ 1 0 ,0 0 0 ,0 0 0

Ca lla ble Fix e d Ra t e N ot e s

due J a nua ry 3 1 , 2 0 2 3

The Callable Fixed Rate Notes due January 31, 2023 (the "Notes") are unsubordinated, unsecured debt securities issued by UBS AG ("UBS" or
the "issuer") that have a term of approximately 3 years, subject to our right to redeem the Notes on the optional redemption dates as set forth
below. The Notes pay interest on the interest payment dates at a rate of 2.00% per annum (the "interest rate") and may be redeemed by UBS in
its absolute and sole discretion in accordance with optional redemption, as set forth below. Investing in the Notes involves significant risks. Any
payment on the Notes, including any repayment of principal, 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 Notes and you could lose all of your investment.
Issuer:
UBS AG London Branch ("UBS")
Principal Amount &
$1,000 per Note. The Notes will be issued in denominations of $1,000 per Note and any integral multiples
Denominations:
of $1,000.
Original Offering/Issue Price:
$1,000 per Note.
Pricing Date:
January 29, 2020.
Issue Date:
January 31, 2020.
Maturity Date:
January 31, 2023, subject to optional redemption by UBS as set forth below under "Optional Redemption".
The Notes are not subject to repayment at the option of any holder of the Notes prior to the maturity date.
Payment at Maturity:
100% of the principal amount plus any accrued and unpaid interest.
Interest Payment Dates:
Semi-annually; on the last calendar day of each January and July, beginning July 31, 2020 and ending on
the Maturity Date, subject to the business day convention.
Interest Period:
Semi-annually, with the first interest period beginning on, and including, the issue date to, and excluding,
the first interest payment date, and each successive interest period beginning on and including an interest
payment date and ending on but excluding the next succeeding interest payment date.
Interest Rate:
2.00% per annum.

Any payment on the Notes, including any repayment of principal, 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
Notes and you could lose all of your investment.
Optional Redemption:
We may, in our absolute and sole discretion, redeem your Notes, in whole but not in part, at the
redemption price set forth below on any optional redemption date. Before we elect to redeem your Notes,
we will deliver written notice to the trustee at least twenty business days prior to the optional redemption
date.
Optional Redemption Dates:
Quarterly; on the last calendar day of each January, April, July and October, beginning April 30, 2020 (the
"first optional redemption date") and ending October 31, 2022.
Redemption Price:
If the Notes are subject to optional redemption, on the optional redemption date, you will receive 100% of
the principal amount plus any accrued and unpaid interest to but excluding the optional redemption date.
Business Days:
New York
Business Day Convention:
Modified Following; Unadjusted (applicable to interest payment dates, optional redemption dates and the
maturity date)
Day Count Convention:
30/360
Listing:
The Notes will not be listed or displayed on any securities exchange or electronic communications network.
CUSIP / ISIN:
90270K2S7 / US90270K2S71
Y ou should c a re fully c onside r t he risk s de sc ribe d unde r "Risk Fa c t ors" be ginning on pa ge 1 he re in a nd on S-5 of
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t he a c c om pa nying prospe c t us supple m e nt re la t ing t o t he N ot e s, da t e d Oc t obe r 3 1 , 2 0 1 8 .
Se e "Addit iona l I nform a t ion About U BS a nd t he N ot e s" on pa ge ii he re in. T he N ot e s ha ve t he t e rm s se t fort h in t he
a c c om pa nying prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us, a s m odifie d by t his doc um e nt .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or disa pprove d of
t he se N ot e s or pa sse d upon t he a de qua c y or a c c ura c y of t his doc um e nt , t he a c c om pa nying prospe c t us supple m e nt
or t he a c c om pa nying prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
U nde rw rit ing
Offe ring of N ot e s
I ssue Pric e t o Public (1)
Disc ount (1)(2)
Proc e e ds t o U BS AG (2)

T ot a l
Pe r N ot e
T ot a l
Pe r N ot e
T ot a l
Pe r N ot e
Callable Fixed Rate Notes due January 31, 2023
$10,000,000.00 $1,000.00
$22,000.00
$2.20
$9,978,000.00
$997.80
(1)
One or more placement agents or third party dealers may have agreed to sell the Notes to certain fee-based advisory accounts or
registered investment advisers unaffiliated from UBS at a purchase price of at least $997.72 per Note and, with respect to such sales,
may have agreed to forgo some or all of the underwriting discount.
(2)
Our affiliate, UBS Securities LLC, will receive an underwriting discount of up to $2.28 per principal amount for each Note sold in this
offering. UBS Securities LLC has agreed to re-allow the full amount of this discount to one or more placement agents or third party
dealers. The per Note proceeds to UBS AG indicated above represent the aggregate per Note proceeds. The underwriting discount per
Note was variable and fluctuated depending on market conditions at the time UBS AG established its hedge on or prior to the pricing
date. The total underwriting discount and proceeds to UBS AG above reflect the total amount of the underwriting discount and proceeds
to UBS AG, respectively.
U BS Se c urit ie s LLC
U BS I nve st m e nt Ba nk

ADDI T I ON AL I N FORM AT I ON ABOU T U BS AN D T H E N OT ES
UBS has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement for the Notes) with the Securities
and Exchange Commission (the "SEC") for the offering to which this document relates. You should read these documents and any other
documents related to the Notes 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 website is 0001114446.
You may access the prospectus supplement and prospectus on the SEC website www.sec.gov as follows:
?
Prospectus Supplement dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000091412118002087/ub46174838-424b2.htm
?
Prospectus dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000119312518314003/d612032d424b3.htm
References to "UBS," "we," "our" and "us" refer only to UBS AG and not to its consolidated subsidiaries and references to "Notes" refer to the
Callable Fixed Rate Notes that are offered hereby, unless the context otherwise requires. Also, references to the "Rates Notes prospectus
supplement" mean the UBS prospectus supplement, dated October 31, 2018 and references to the "accompanying prospectus" mean the UBS
prospectus titled "Debt Securities and Warrants," dated October 31, 2018.
This document, 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 all other prior 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 "Risk Factors" herein and in "Risk Factors" of the accompanying prospectus supplement, as the Notes involve risks not
associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors concerning an
investment 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.
If there is any inconsistency between the terms of the Notes described in the accompanying prospectus, the accompanying prospectus
supplement or this document, the following hierarchy will govern: first, this document; second, the accompanying prospectus supplement; and
last, the accompanying prospectus.

ii

I N V EST OR CON SI DERAT I ON S
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T he N ot e s m a y be suit a ble for you if:
¦
You seek an investment with fixed rate interest and are willing to invest in the Notes based on the interest rate indicated on the cover
hereof.
¦
You are willing to invest in Notes that may be redeemed early at our election and in our absolute and sole discretion on each optional
redemption date, are otherwise willing to hold such Notes to maturity and accept that there may be no secondary market for the Notes.
¦
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 but not limited to any repayment of principal.
T he N ot e s m a y not be suit a ble for you if:
¦
You seek an investment with a variable rate of interest during the term of the Notes or are unwilling to invest in the Notes based on the
interest rate indicated on the cover hereof.
¦
You are unable or unwilling to hold Notes that may be redeemed early at our election on each optional redemption date, are otherwise
unable or unwilling to hold such Notes to maturity or seek an investment for which there will be an active secondary market.
¦
You are not willing to assume the credit risk of UBS for all payments under the Notes, including any repayment of principal.
T he inve st or c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he N ot e s a re a suit a ble
inve st m e nt for you w ill de pe nd on your individua l c irc um st a nc e s a nd you a nd your inve st m e nt , le ga l, t a x ,
a c c ount ing a nd ot he r a dvisors should c a re fully c onside r t he suit a bilit y of a n inve st m e nt in t he N ot e s in light of your
pa rt ic ula r c irc um st a nc e s. Y ou should a lso re vie w "Risk Fa c t ors" be ginning on pa ge 1 a nd t he m ore de t a ile d "Risk
Fa c t ors" be ginning on S-5 of t he prospe c t us supple m e nt for risk s re la t e d t o a n inve st m e nt in t he N ot e s.

iii

RI SK FACT ORS
An investment in the Notes involves significant risks. Some of the risks that apply to the Notes are summarized below, but we urge you to read
the more detailed explanation of risks relating to the Notes generally in the "Risk Factors" section of the accompanying prospectus supplement.
We also urge you to consult your investment, legal, tax, accounting and other advisors.
T he a m ount of int e re st you re c e ive m a y be le ss t ha n t he re t urn you c ould e a rn on ot he r inve st m e nt s.
Interest rates may change significantly over the term of the Notes, and it is impossible to predict what interest rates will be at any point in the
future. Although the interest rate on the Notes will be fixed during the term of the Notes, this rate may be more or less than prevailing market
interest rates at any time. As a result, the amount of interest you receive on the Notes may be less than the return you could earn on other
investments.
We m a y re de e m t he N ot e s prior t o m a t urit y.
We have the right in our absolute and sole discretion to redeem the Notes early, in whole but not in part, on any optional redemption date,
beginning on the first optional redemption date specified on the cover hereof, at a redemption price equal to 100% of the principal amount of the
Notes plus accrued and unpaid interest to and excluding the optional redemption date. The aggregate amount that you will receive on the Notes
if the Notes are redeemed on an optional redemption date will be less than the aggregate amount that you would have received had the Notes
not been redeemed early because you will not receive any interest payments after the optional redemption date. If we redeem the Notes prior to
maturity, you will receive no further interest payments and may have to reinvest the proceeds in a lower-rate environment.
T he N ot e s m a y be re de e m e d e a rly a nd t he N ot e s a re subje c t t o re inve st m e nt risk .
UBS may elect to redeem the Notes at its discretion prior to the maturity date. If UBS elects to redeem your Notes early, you will no longer have
the opportunity to receive any interest payments after the optional redemption date. In the event UBS elects to redeem the Notes, there is no
guarantee that you would be able to reinvest the proceeds at a comparable return and/or with a comparable interest rate for a similar level of
risk. Further, UBS' right to redeem the Notes may also adversely impact your ability to sell your Notes in the secondary market and you may not
be able to reinvest the proceeds from the redeemed Notes in an equivalent investment with a similar interest rate.
To the extent you are able to reinvest such proceeds in an investment comparable to the Notes, you may incur transaction costs such as dealer
discounts and hedging costs built into the price of the new Notes. Therefore, the Notes are more likely to remain outstanding when the expected
amount payable on the Notes is less than what would be payable on other comparable instruments issued by UBS.
Cre dit risk of U BS.
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 but not limited to any repayment of principal upon redemption or maturity, 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
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terms of the Notes and you could lose all of your investment.
We e x pe c t t ha t , ge ne ra lly, e x pe c t a t ions re ga rding int e re st ra t e s w ill a ffe c t t he m a rk e t va lue of t he N ot e s.
Interest rates have experienced periods of volatility and such volatility may occur in the future. Fluctuations and trends in interest rates that have
occurred in the past are not necessarily indicative, however, of fluctuations that may occur in the future. As a holder of the Notes, the amount of
interest payable on the Notes for any interest period is fixed at the interest rate.
T he re m a y be no se c onda ry m a rk e t for t he N ot e s.
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 intend, but are not required, to make a market in the Notes
and may in its absolute and sole discretion and without notice stop making a market at any time. The price, if any, at which you may be able to
sell your Notes prior to maturity could be at a substantial discount from the issue price and to their intrinsic value and you may suffer substantial
losses as a result. Additionally, 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 Notes in the secondary market.
T he pric e a t w hic h U BS Se c urit ie s LLC a nd it s a ffilia t e s m a y offe r t o buy t he N ot e s in t he se c onda ry m a rk e t (if a ny)
m a y be gre a t e r t ha n U BS' va lua t ion of t he N ot e s a t t ha t t im e , gre a t e r t ha n a ny ot he r se c onda ry m a rk e t pric e s
provide d by una ffilia t e d de a le rs (if a ny) a nd, de pe nding on your brok e r, gre a t e r t ha n t he va lua t ion provide d on your
c ust om e r a c c ount st a t e m e nt s.
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 valuation of the Notes indicated by our internal pricing
models due to the inclusion for a limited period of time of the aggregate value of 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 Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)." Thereafter, if UBS Securities LLC or an
affiliate makes secondary markets in the Notes, it will do so at prices that reflect our valuation of the Notes 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 the Notes. As described above, UBS Securities LLC and its affiliates
intend, but 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 debt
securities similar to the Notes. UBS Securities LLC and its affiliates reflect this temporary positive differential on their customer statements.
Investors should inquire as to the valuation provided on customer account statements provided by unaffiliated dealers.

1

I m pa c t of fe e s on t he se c onda ry m a rk e t pric e of t he N ot e s.
Generally, the price of the Notes in the secondary market is likely to be lower than the issue price to the public because the issue price to the
public includes, and secondary market prices are likely to exclude, commissions, hedging costs and any other compensation paid with respect to
the Notes. In addition, any such prices may differ from values determined by pricing models used by UBS AG or its affiliates, as a result of dealer
discounts, mark-ups or other transactions.
Pot e nt ia l U BS im pa c t on pric e .
With regard to your Notes, from time to time, UBS and/or its affiliates may acquire or dispose of long or short positions in listed and/or over-the-
counter options, futures, exchange-traded funds or other instruments based on interest rates (as described under in "Use of Proceeds and
Hedging" in the accompanying prospectus supplement) which may adversely affect the market value of the Notes.
T he busine ss a c t ivit ie s of U BS or it s a ffilia t e s m a y c re a t e c onflic t s of int e re st .
UBS and its affiliates expect to engage in trading activities, relating to the above mentioned instruments that may affect interest rates that are
not for the account of holders of the Notes or on their behalf. These trading activities may present a conflict between the holders' interest in the
Notes and the interests UBS and its affiliates will have in facilitating these transactions. These trading activities, if they influence the levels of
prevailing interest rates, could be adverse to the interests of the holders of the Notes.
Pot e nt ia lly inc onsist e nt re se a rc h, opinions or re c om m e nda t ions by U BS.
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.
T he N ot e s a re not ba nk de posit s.
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An investment in the Notes carries risks which are very different from the risk profile of a bank deposit placed with UBS or its affiliates. The Notes
have different yield and/or return, liquidity and risk profiles and would not benefit from any protection provided to deposits.
I f U BS e x pe rie nc e s fina nc ia l diffic ult ie s, FI N M A ha s t he pow e r t o ope n re st ruc t uring or liquida t ion proc e e dings in
re spe c t of, a nd/or im pose prot e c t ive m e a sure s in re la t ion t o, U BS, w hic h proc e e dings or m e a sure s m a y ha ve a
m a t e ria l a dve rse e ffe c t on t he t e rm s a nd m a rk e t va lue of t he N ot e s a nd/or t he a bilit y of U BS t o m a k e pa ym e nt s
t he re unde r.
The Swiss Financial Market Supervisory Authority ("FINMA") has broad statutory powers to take measures and actions in relation to UBS if (i) it
concludes that there is justified concern that UBS is over-indebted or has serious liquidity problems or (ii) UBS fails to fulfill the applicable capital
adequacy requirements (whether on a standalone or consolidated basis) after expiry of a deadline set by FINMA. If one of these pre-requisites
is met, FINMA is authorized to open restructuring proceedings or liquidation (bankruptcy) proceedings in respect of, and/or impose protective
measures in relation to, UBS. The Swiss Banking Act grants significant discretion to FINMA in connection with the aforementioned proceedings
and measures. 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. The resolution regime of the Swiss Banking Act is further detailed in the FINMA Banking Insolvency Ordinance ("BIO-FINMA"). In a
restructuring proceeding, FINMA, as resolution authority, is competent to approve the resolution plan. The resolution plan may, among other
things, provide for (a) the transfer of all or a portion of UBS' assets, debts, other liabilities and contracts (which may or may not include the
contractual relationship between UBS and the holders of Notes) to another entity, (b) a stay (for a maximum of two business days) on the
termination of contracts to which UBS is a party, and/or the exercise of (w) rights to terminate, (x) netting rights, (y) rights to enforce or dispose
of collateral or (z) rights to transfer claims, liabilities or collateral under contracts to which UBS is a party, (c) the conversion of UBS' debt and/or
other obligations, including its obligations under the Notes, into equity (a "debt-to-equity" swap), and/or (d) the partial or full write-off of
obligations owed by UBS (a "write-off"), including its obligations under the Notes. The BIO-FINMA provides that a debt-to-equity swap and/or a
write-off of debt and other obligations (including the Notes) may only take place after (i) all debt instruments issued by UBS qualifying as
additional tier 1 capital or tier 2 capital have been converted into equity or written-off, as applicable, and (ii) the existing equity of UBS has been
fully cancelled. While the BIO-FINMA does not expressly address the order in which a write-off of debt instruments other than debt instruments
qualifying as additional tier 1 capital or tier 2 capital should occur, it states that debt-to-equity swaps should occur in the following order: first, all
subordinated claims not qualifying as regulatory capital; second, all other claims not excluded by law from a debt-to-equity swap (other than
deposits); and third, deposits (in excess of the amount privileged by law). However, given the broad discretion granted to FINMA as the
resolution authority, any restructuring plan in respect of UBS could provide that the claims under or in connection with the Notes will be partially
or fully converted into equity or written-off, while preserving other obligations of UBS that rank pari passu with, or even junior to, UBS'
obligations under the Notes. Consequently, holders of Notes may lose all of some of their investment in the Notes. In the case of restructuring
proceedings with respect to a systemically important Swiss bank (such as UBS), the creditors whose claims are affected by the restructuring
plan will not have a right to vote on, reject, or seek the suspension of the restructuring plan. In addition, if a restructuring plan has been approved
by FINMA, the rights of a creditor to seek judicial review of the restructuring plan (e.g., on the grounds that the plan would unduly prejudice the
rights of holders of Notes or otherwise be in violation of the Swiss Banking Act) are very limited. In particular, a court may not suspend the
implementation of the restructuring plan. Furthermore, even if a creditor successfully challenges the restructuring plan, the court can only require
the relevant creditor to be compensated ex post and there is currently no guidance as to on what basis such compensation would be calculated
or how it would be funded.
De a le r inc e nt ive s.
UBS and its affiliates act in various capacities with respect to the Notes. We and our affiliates may act as a principal, agent or dealer in
connection with the sale of the Notes. Such affiliates, and any other placement agent or third party dealer, including the sales representatives,
may derive compensation from the distribution of the Notes and such compensation may serve as an incentive to sell these Notes instead of
other investments. We have agreed to pay underwriting compensation in an amount up to the underwriting discount listed on the cover hereof
per Note to any of our affiliates, other placement agents and/or third party dealers acting as agents or dealers in connection with the distribution
of the Notes. 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 Notes in the secondary market.

2

U N I T ED ST AT ES FEDERAL T AX CON SI DERAT I ON S
T he U .S. fe de ra l inc om e t a x c onse que nc e s of your inve st m e nt in t he N ot e s a re sum m a rize d be low , but w e urge you
t o re a d t he m ore de t a ile d disc ussion in "M a t e ria l U .S. Fe de ra l I nc om e T a x Conside ra t ions", inc luding t he se c t ion "--
N ot e s t re a t e d a s I nde bt e dne ss for U .S. Fe de ra l I nc om e T a x Purpose s", in t he a c c om pa nying prospe c t us supple m e nt
a nd disc uss t he t a x c onse que nc e s of your pa rt ic ula r sit ua t ion w it h your t a x a dvisor. T his disc ussion is ba se d upon
t he I nt e rna l Re ve nue Code of 1 9 8 6 , a s a m e nde d (t he "Code "), fina l, t e m pora ry a nd propose d U .S. T re a sury
De pa rt m e nt (t he "T re a sury") re gula t ions, rulings a nd de c isions, in e a c h c a se , a s a va ila ble a nd in e ffe c t a s of t he
da t e he re of, a ll of w hic h a re subje c t t o c ha nge , possible w it h re t roa c t ive e ffe c t . T a x c onse que nc e s unde r st a t e ,
loc a l a nd non -U .S. la w s a re not a ddre sse d he re in. N o ruling from t he U .S. I nt e rna l Re ve nue Se rvic e (t he "I RS") ha s
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be e n sought a s t o t he U .S. fe de ra l inc om e t a x c onse que nc e s of your inve st m e nt in t he N ot e s, a nd t he follow ing
disc ussion is not binding on t he I RS.
The discussion herein does not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the
Code.
The Notes will be treated as indebtedness for U.S. federal income tax purposes, and the balance of this summary assumes that the Notes are
treated as indebtedness for U.S. federal income tax purposes. Pursuant to this treatment, interest on the Notes will be taxable to a U.S. holder
as non-U.S.-source ordinary interest income at the time it accrues or is received in accordance with the U.S. holder's normal method of
accounting for tax purposes. Pursuant to the terms of the Notes, you agree to treat the Notes consistent with our treatment for all U.S. federal
income tax purposes.
Our c ounse l, Ca dw a la de r, Wic k e rsha m & T a ft LLP, is of t he opinion t ha t your N ot e s w ill be t re a t e d a s de sc ribe d
a bove . We do not pla n t o re que st a ruling from t he I RS re ga rding t he t a x t re a t m e nt of t he N ot e s, a nd t he I RS or a
c ourt m a y not a gre e w it h t he t a x t re a t m e nt de sc ribe d he re in. We urge you t o c onsult your t a x a dvisor a s t o t he t a x
c onse que nc e s of your inve st m e nt in t he N ot e s.
Sa le , Ex c ha nge , Ea rly Re de m pt ion or M a t urit y of t he N ot e s
Upon the disposition of a Note by sale, exchange, early redemption, maturity or other taxable disposition, a U.S. holder should generally
recognize gain or loss equal to the difference between (1) the amount realized on such taxable disposition (other than amounts attributable to
accrued but unpaid interest) and (2) the U.S. holder's adjusted tax basis in the Note. A U.S. holder's adjusted tax basis in a Note generally will
equal the U.S. holder's cost of acquiring such Note. Assuming a Note is held as a capital asset, such gain or loss will generally constitute capital
gain or loss. Capital gain of a noncorporate U.S. holder is generally taxed at preferential rates where the holder has a holding period of greater
than one year. The deductibility of a capital losses is subject to limitations.
M e dic a re T a x on N e t I nve st m e nt I nc om e
U.S. holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their "net investment
income," which may include any income or gain realized with respect to the Notes, 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), $125,000 for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for
an estate or trust. 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 the consequences of the 3.8% Medicare tax.
Spe c ifie d Fore ign Fina nc ia l Asse t s
Certain U.S. holders that own "specified foreign financial assets" in excess of an applicable threshold 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. U.S.
holders are urged to consult their tax advisors as to the application of this legislation to their ownership of the Notes.
T a x T re a t m e nt of N on -U .S. H olde rs
Subject to "FATCA", discussed below, if you are a non-U.S. holder you should generally not be subject to U.S. withholding tax with respect to
payments or gain realized on your Notes or to generally applicable information reporting and backup withholding requirements with respect to
payments or gain realized on your Notes if you comply with certain certification and identification requirements as to your non-U.S. status (by
providing us (and/or the applicable withholding agent) with a fully completed and duly executed applicable IRS Form W-8). Gain from the taxable
disposition of a Note generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted
by the non-U.S. holder in the U.S., (ii) the non-U.S. holder is a non-resident alien individual and is present in the U.S. for more than 182 days in
the taxable year of such taxable disposition and certain other conditions are satisfied or (iii) the non-U.S. holder has certain other present or
former connections with the U.S.
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 original issue discount),
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 U.S. 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 and other IRS guidance, the withholding and reporting requirements under FATCA will
generally apply to certain "withholdable payments", will not apply to gross proceeds on a sale or disposition, and will apply to certain foreign
passthru payments only to the extent that such payments are made after the date that is two years after final regulations defining the term
"foreign passthru payment" are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional
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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 U.S. governing FATCA may be subject to different rules.
Both U.S. and non-U.S. holders should consult their tax advisors about the application of FATCA, in particular if they may be classified as
financial institutions (or if they hold their Notes through a foreign entity) under the FATCA rules.
Bot h U .S. a nd non -U .S. holde rs a re urge d t o c onsult t he ir t a x a dvisors c onc e rning t he a pplic a t ion of U .S. fe de ra l
inc om e t a x la w s t o t he ir pa rt ic ula r sit ua t ions, a s w e ll a s a ny t a x c onse que nc e s of t he purc ha se , be ne fic ia l
ow ne rship a nd disposit ion of t he N ot e s a rising unde r t he la w s of a ny st a t e , loc a l, non -U .S. or ot he r ta x ing
jurisdic t ion.

3

SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON (CON FLI CT S OF I N T EREST ); SECON DARY M ARK ET S (I F AN Y )
We have agreed to sell to UBS Securities LLC, and UBS Securities LLC has agreed to purchase, all of the Notes at the issue price to public
less the underwriting discount indicated on the cover hereof. UBS Securities LLC has agreed to resell the Notes to one or more placement
agents or third party dealers at a discount from the issue price to public equal to the full underwriting discount received. The underwriting
discount per Note was variable and fluctuated depending on market conditions at the time UBS AG established its hedge on or prior to the trade
date. The total underwriting discount and proceeds to UBS AG indicated on the cover hereof reflect the total amount of the underwriting discount
and proceeds to UBS AG, respectively. The issue price for the Notes was generally $1,000.00, provided that certain unaffiliated registered
investment advisers or fee-based advisory accounts may have agreed to purchase Notes from any placement agent or third party dealer at a
purchase price of at least $997.72 per principal amount of the Notes, and any such placement agent or third party dealer, with respect to such
sales, may have agreed to forgo some or all of the underwriting discount.
Conflic t s of I nt e re st
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 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 FINRA Rule 5121. UBS Securities LLC is not permitted to sell Notes in this
offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
U BS Se c urit ie s LLC a nd it s a ffilia t e s m a y offe r t o buy or se ll t he N ot e s in t he se c onda ry m a rk e t (if a ny) a t pric e s
gre a t e r t ha n U BS' va lua t ion of t he N ot e s a t t ha t t im e
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
LLC's or any affiliate's customary bid-ask spreads) at which UBS Securities LLC or any affiliate would offer to buy or sell the Notes immediately
after the pricing date in the secondary market is expected to exceed the valuation 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 6 months 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
Notes and may stop making a market at any time. For more information about secondary market offers, see "Risk Factors -- There may be no
secondary market for the Notes", "Risk Factors --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" and "Risk Factors -- Impact of fees on the secondary market price of the Notes" herein.
Prohibit ion of Sa le s t o EEA Re t a il I nve st ors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a customer within the meaning of
Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as amended. Consequently no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation"), for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

4

V ALI DI T Y OF T H E N OT ES
In the opinion of Cadwalader, Wickersham & Taft LLP, as special counsel to the issuer, when the Notes offered by this pricing supplement have
https://www.sec.gov/Archives/edgar/data/1114446/000091412120000349/ub54633671-424b2.htm[1/30/2020 2:29:06 PM]

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 Notes 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 October 28, 2019 filed on that date with the
Securities and Exchange Commission as an exhibit to a Current Report on Form 6-K and incorporated by reference into the issuer's registration
statement on Form F-3 (the "Registration Statement"). In addition, this opinion is subject to customary assumptions about the trustee's
authorization, execution and delivery of the indenture and, with respect to the Notes, authentication of the Notes and the genuineness of
signatures and certain factual matters, all as stated in the opinion of Cadwalader, Wickersham & Taft LLP dated October 29, 2018 filed on that
date with the Securities and Exchange Commission as Exhibit 5.4 to the Registration Statement.
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Document Outline

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