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, 2021
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: 0001682523

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:

|Title
    of each class | Trading
    Symbol(s) | Name
    of each exchange on which registered
|----------------------- | --------------------- | ---------------------------------------------
|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, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth 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 | ☐
|                            |   |                                                   |                               |  
|                            |   |                                                   | Emerging
    growth company   | ☐



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐



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.





2







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.












3







EXPLANATORY
NOTE



This
Annual Report on Form 10-K includes assessments of compliance with applicable servicing criteria and accountants’ attestation
reports from CoreLogic Solutions, LLC.  This entity was 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, this
vendor is a “servicer” 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.





4







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.



No
single obligor represents 10% or more of the pool assets held by the 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 U.S. Bank National Association,
as Trustee, Certificate Administrator and Custodian.



U.S.
Bank National Association (“U.S. Bank”) and other large financial institutions have been sued in their capacity
as trustee or successor trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints,
primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses
to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing
agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures
to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders
of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened
standard of care following alleged events of default.





5







U.S.
Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions
were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting
the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the
possible impact of these litigations on the trustee or the RMBS trusts.



On
March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued
securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery
against U.S. Bank National Association (“U.S. Bank”) in its capacities as indenture trustee and successor special
servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans.
This lawsuit is captioned National Collegiate Student Loan Master Trust I v. U.S. Bank National Ass’n, C.A. No. 2018-0167-JRS
(Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that the DSTs have been
harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special
servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against
U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT
Action.



U.S.
Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court
Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and
the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution
of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action
and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.



U.S.
Bank denies liability in the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer
in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs and that it has meritorious
defenses. It has contested and intends to continue contesting the plaintiffs’ claims vigorously.



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, 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).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





6







| | 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 | Rialto Capital Advisors, 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 Solutions, 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 | Rialto Capital Advisors, 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 Solutions, LLC, as Servicing Function Participant
| | ---- | -----------------------------------------------------------



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



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



| | 35.2 | Rialto Capital Advisors, 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, among UBS Real Estate Securities
                                         Inc., UBS Commercial Mortgage Securitization Corp. and Barclays Bank PLC (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 Barclays Bank, PLC and UBS
                                         Commercial Mortgage Securitization Corp. (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 Archetype Mortgage Funding
                                         II LLC and UBS Commercial Mortgage Securitization Corp. (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 KeyBank National Association
                                         and UBS Commercial Mortgage Securitization Corp. (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.



(c)    Not
Applicable.



7







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/
Nicholas Galeone






Nicholas
Galeone, President

(senior
officer in charge of securitization of the depositor)



Date:
March 21, 2022



/s/
Andrew Lisa






Andrew
Lisa, Associate Director



Date:
March 21, 2022



8