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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K



(Mark
One)



|☒ | ANNUAL
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2016
or



|☐ | TRANSITION
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------------------------------------------------



For
the transition period from _____ to _____Commission file number of the issuing entity: 333-177354-02

Central
Index Key Number of the issuing entity: 0001552328

UBS-Barclays
Commercial Mortgage Trust 2012-C2

(exact
name of the issuing entity as specified in its charter)



Central
Index Key Number of the depositor: 0001532799

UBS
Commercial Mortgage Securitization Corp.

(exact
name of the depositor as specified in its charter)



Central
Index Key Number of the sponsor: 0001541886

UBS
Real Estate Securities Inc.

(exact
name of the sponsor as specified in its charter)



Central
Index Key Number of the sponsor: 0000312070

Barclays
Bank PLC

(exact
name of the sponsor as specified in its charter)



Central
Index Key Number of the sponsor: 0001548405

(The
CIK provided is associated with Starwood Mortgage Capital LLC, the parent of the sponsor, which acts as securitizer for purposes
of Rule 15Ga-1)



Starwood
Mortgage Funding II LLC

(exact
name of the sponsor as specified in its charter)



(formerly
known as Archetype Mortgage Funding II LLC)



Central
Index Key Number of the sponsor: 0001089877



KeyBank
National Association

(exact
name of the sponsor as specified in its charter)



|New
York(State or other jurisdiction ofincorporation or organization of
        the
issuing entity) | 46-0613665
        46-0621519
        (I.R.S.
Employer
        Identification
Numbers)
|--------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------



c/o
U.S. Bank National Association

as
Certificate Administrator

190
S. LaSalle Street

Chicago,
IL

(Address
of principal executive offices of the issuing entity)












60603

(Zip
Code)



Registrant’s
telephone number, including area code:

(212)
713-2000



Securities registered
pursuant to Section 12(b) of the Act: None.



Securities registered
pursuant to Section 12(g) of the Act: None.



Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒  No



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒  No



Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No



Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).



Not
applicable.



Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.



Not
applicable.



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.



|Large accelerated
filer | ☐                                                | Accelerated filer         | ☐
|----------------------- | ------------------------------------------------ | ------------------------- | -
|                        |                                                  |                           |  
|Non-accelerated
filer   | ☒  (Do not check if a smaller reporting company) | Smaller reporting company | ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ 
No



State the aggregate
market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter.



Not
applicable.



Indicate by check
mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No



Not
applicable.



Indicate the number
of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.



Not
applicable.



DOCUMENTS
INCORPORATED BY REFERENCE



List hereunder the
following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).



Not
applicable.





|
|





2







EXPLANATORY
NOTE



This Annual Report
on Form 10-K includes assessments of compliance with applicable servicing criteria and accountants’ attestation reports
from CoreLogic Commercial Real Estate Services, Inc. and National Tax Search, LLC.  These entities were engaged by the master
servicer under the Pooling and Servicing Agreement to remit tax payments received from the escrow accounts of borrowers to local
taxing authorities, to report tax amounts due, to verify tax parcel information, and to verify non-escrow tax payments. These
servicing functions are included within the servicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation
AB.  Therefore, under the principles-based definition of “servicer” set forth in Item 1101(j) of Regulation AB
that looks to the functions that an entity performs, these vendors are “servicers” for the purposes of Item 1122 of
Regulation AB.  See Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).



PART
I



Item 1. Business.



Omitted.



Item 1A. Risk
Factors.



Omitted.



Item 1B. Unresolved
Staff Comments.



None.



Item 2. Properties.



Omitted.



Item 3. Legal
Proceedings.



Omitted.



Item 4. Mine
Safety Disclosures.



Not applicable.



PART
II



Item 5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Omitted.



Item 6. Selected
Financial Data.



Omitted.



Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.



Omitted.



Item 7A. Quantitative
and Qualitative Disclosures About Market Risk.



Omitted.



Item 8. Financial
Statements and Supplementary Data.



Omitted.





3







Item 9. Changes
in and Disagreements With Accountants on Accounting and Financial Disclosure.



Omitted.



Item 9A. Controls
and Procedures.



Omitted.



Item 9B. Other
Information.



None.



PART
III



Item 10. Directors,
Executive Officers and Corporate Governance.



Omitted.



Item 11. Executive
Compensation.



Omitted.



Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Omitted.



Item 13. Certain
Relationships and Related Transactions, and Director Independence.



Omitted.



Item 14. Principal
Accounting Fees and Services.



Omitted.



ADDITIONAL
DISCLOSURE ITEMS FOR REGULATION AB



Item 1112(b)
of Regulation AB, Significant Obligor Financial Information.



The 110 William Street Mortgage Loan (Loan # 1 on Annex A-1 to the prospectus supplement of the registrant
relating to the issuing entity filed on July 16, 2012 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the
meaning of Item 1101(k)(2) of Regulation AB as disclosed in the prospectus supplement. The 110 William Street Mortgage Loan was
paid in full and released during the reporting period covered by this Annual Report on Form 10-K. Significant obligor financial
information is omitted from this Annual Report on Form 10-K and will be omitted from future Annual Reports on Form 10-K for this
issuing entity



Item 1114(b)(2)
of Regulation AB, Significant Enhancement Provider Financial Information.



No
entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this
transaction as described under Item 1114(a) of Regulation AB.



Item 1115(b)
of Regulation AB, Certain Derivatives Instruments (Financial Information).



No entity or group
of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described
under Item 1115 of Regulation AB.



Item 1117 of
Regulation AB, Legal Proceedings.



The
registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine
litigation incidental to the duties of those respective parties, and the following, with respect to CWCapital Asset Management
LLC, as special servicer.





4







On January 24, 2016 PSW NYC LLC commenced a complaint (the “PSW Complaint”) with the Supreme
Court of the State of New York, County of New York (the “PSW Court”) against Bank of America, N.A. as
trustee under the pooling and servicing agreements for Wachovia Bank Commercial Mortgage Trust 2007-C30 and COBALT CMBS Commercial
Trust 2007-C2, U.S. Bank National Association as Trustee under the pooling and servicing agreements for Wachovia Bank Commercial
Mortgage Trust 20007-C31, ML-CFC Commercial Mortgage Trust 2007-5 and ML-CFC Commercial Mortgage Trust 2007-6 (collectively, the
“Trusts”), PCV-M Holdings LLC and CWCapital Asset Management LLC, individually and as special servicer for the
Trusts (collectively, the “Defendants”) seeking either (a) damages in an amount to be determined by the PSW
Court but alleged by the plaintiffs to be approximately $500,000,000 – such amount being the amount PSW NYC LLC alleges would
have been recovered on certain mezzanine loans (the “Mezzanine Loans”) related to the Peter Cooper Village and
Stuyvesant Town property (the “PCVST Property”) in New York City which PSW NYC LLC sold to an entity related
to the Defendants pursuant to a settlement agreement related to certain prior litigation (the “Settlement Agreement”)
or (b) the rescission of the Settlement Agreement which would result in, among other things, the rescission of the sale of the
Mezzanine Loans and a claim for certain proceeds from the sale of the PCVST Property. PSW NYC LLC alleges that the Defendants procured
the Settlement Agreement by fraud and further that the terms of the Settlement Agreement were breached by the Defendants. On February
26, 2016, CWCAM on behalf of itself and the other Defendants filled a motion to dismiss the complaint (the “CWCAM
Motion to Dismiss”). Oral argument has been set by the PSW Court on the CWCAM Motion to Dismiss for August 23, 2016.
There can be no assurances as to the outcome of this CWCAM Motion to Dismiss or the PSW Complaint or the possible impact on CWCAM.
However, CWCAM believes that it was not guilty of any fraud in the procurement of the Settlement Agreement, that it performed its
obligations under applicable pooling and servicing agreements in good faith and disputes PSW NYC LLC allegations. CWCAM intends
to vigorously contest such allegations.



Item 1119 of
Regulation AB, Affiliations and Certain Relationships and Related Transactions.



The information
regarding this Item has been previously provided in a prospectus supplement of the Registrant relating to the issuing entity filed
on July 16, 2012 pursuant to Rule 424(b)(5).



Item 1122 of
Regulation AB, Compliance with Applicable Servicing Criteria.



The reports on assessments
of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance
with respect to the mortgage loans are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule
II to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the transaction responsible for each applicable servicing criteria
set forth in Item 1122(d).



Item 1123 of
Regulation AB, Servicer Compliance Statement.



The servicer compliance
statements are attached as Exhibits to this Annual Report on Form 10-K.



PART
IV



Item 15. Exhibits,
Financial Statement Schedules



(a) The following
is a list of documents filed as part of this Annual Report on Form 10-K:



(1)
Not applicable



(2)
Not applicable



(3)
See below



|4 | Pooling
                                         and Servicing Agreement, dated as of July 1, 2012, by and among UBS Commercial Mortgage
                                         Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, CWCapital Asset Management LLC, as Special Servicer, Pentalpha Surveillance
                                         LLC, as Operating Advisor and U.S. Bank National Association, as Trustee, Certificate
                                         Administrator, Paying Agent and Custodian (filed as Exhibit 4 to the registrant’s
                                         Current Report on Form 8-K filed on July 17, 2012 under Commission File No. 333-177354-02
                                         and incorporated by reference herein).
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31 | Rule 13a-14(d)/15d-14(d)
                                         Certifications.
|-- | ---------------------------------------------------------------------------------



|33 | Reports
                                         on assessment of compliance with servicing criteria for asset-backed securities.
|-- | ---------------------------------------------------------------------------------------------------------------------------------



|33.1 | Wells
                                         Fargo Bank, National Association, as Master Servicer
|---- | ---------------------------------------------------------------------------------------------------



|33.2 | CWCapital
                                         Asset Management LLC, as Special Servicer
|---- | --------------------------------------------------------------------------------------------



|33.3 | U.S.
                                         Bank National Association, as Trustee, Certificate Administrator and Custodian
|---- | ----------------------------------------------------------------------------------------------------------------------------



|33.4 | Pentalpha
                                         Surveillance LLC, as Operating Advisor
|---- | -----------------------------------------------------------------------------------------





|33.5 | CoreLogic
                                         Commercial Real Estate Services, Inc., as Servicing Function Participant
|---- | ---------------------------------------------------------------------------------------------------------------------------





5







|33.6 | National
                                         Tax Search, LLC, as Servicing Function Participant
|---- | ----------------------------------------------------------------------------------------------------



|34 | Attestation
                                         reports on assessment of compliance with servicing criteria for asset-backed securities.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------



|34.1 | Wells
                                         Fargo Bank, National Association, as Master Servicer
|---- | ---------------------------------------------------------------------------------------------------



|34.2 | CWCapital
                                         Asset Management LLC, as Special Servicer
|---- | --------------------------------------------------------------------------------------------



|34.3 | U.S.
                                         Bank National Association, as Trustee, Certificate Administrator and Custodian
|---- | ----------------------------------------------------------------------------------------------------------------------------



|34.4 | Pentalpha
                                         Surveillance LLC, as Operating Advisor
|---- | -----------------------------------------------------------------------------------------



|34.5 | CoreLogic
                                         Commercial Real Estate Services, Inc., as Servicing Function Participant
|---- | ---------------------------------------------------------------------------------------------------------------------------



|34.6 | National
                                         Tax Search, LLC, as Servicing Function Participant
|---- | ----------------------------------------------------------------------------------------------------



|35 | Servicer
                                         compliance statements.
|-- | ------------------------------------------------------------------------



|35.1 | Wells
                                         Fargo Bank, National Association, as Master Servicer
|---- | ---------------------------------------------------------------------------------------------------



|35.2 | CWCapital
                                         Asset Management LLC, as Special Servicer
|---- | --------------------------------------------------------------------------------------------



|35.3 | U.S.
                                         Bank National Association, as Certificate Administrator
|---- | -----------------------------------------------------------------------------------------------------



|99.1 | Mortgage
                                         Loan Purchase Agreement, dated as of July 17, 2012, between UBS Commercial Mortgage Securitization
                                         Corp. and UBS Real Estate Securities Inc. (filed as Exhibit 99.1 to the registrant’s
                                         Current Report on Form 8-K filed on July 17, 2012 under Commission File No. 333-177354-02
                                         and incorporated by reference herein)
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|99.2 | Mortgage
                                         Loan Purchase Agreement, dated as of July 17, 2012, between UBS Commercial Mortgage Securitization
                                         Corp. and Barclays Bank PLC (filed as Exhibit 99.2 to the registrant’s Current
                                         Report on Form 8-K filed on July 17, 2012 under Commission File No. 333-177354-02 and
                                         incorporated by reference herein)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|99.3 | Mortgage
                                         Loan Purchase Agreement, dated as of July 17, 2012, between UBS Commercial Mortgage Securitization
                                         Corp. and Archetype Mortgage Funding II LLC (filed as Exhibit 99.3 to the registrant’s
                                         Current Report on Form 8-K filed on July 17, 2012 under Commission File No. 333-177354-02
                                         and incorporated by reference herein)
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|99.4 | Mortgage
                                         Loan Purchase Agreement, dated as of July 17, 2012, between UBS Commercial Mortgage Securitization
                                         Corp. and KeyBank National Association (filed as Exhibit 99.4 to the registrant’s
                                         Current Report on Form 8-K filed on July 17, 2012 under Commission File No. 333-177354-02
                                         and incorporated by reference herein)
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b)       The
exhibits required to be filed by the Registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Index
that immediately follows the signature page hereof.



(c)       Not
Applicable.



6







SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



UBS Commercial
Mortgage
Securitization Corp.
(Depositor)



|/s/ David Nass                                                | 
|------------------------------------------------------------- | 
|David
Nass, President and Chief Executive Officer             | 
|(senior officer in charge of securitization of the depositor) | 



Date:
March 23, 2017





|/s/ Alfred Fernandez                                          | 
|------------------------------------------------------------- | 
|Alfred Fernandez, Executive Director                         
|(senior officer in charge of securitization of the depositor) | 



Date:
March 23, 2017





7