EFTA01382611.pdf

S- I/A Table of Contents these initiatives based on a number of assumptions and expectations which, if achieved, would improve our profitability and cash flows from operating activities. However, there can be no assurance the expected results will be achieved. In addition, these and any future spending reductions, if any, may negatively impact our other initiatives or our efforts to grow our business, which may negatively impact our future results of operations and increase the burden on existing management, systems, and resources. The ability to recruit, retain and develop qualifiedpersonnelis critical to our success andgrowth. All of our businesses function at the intersection of rapidly changing technological, social, economic, and regulatory developments that requires a wide range of expertise and intellectual capital. For us to successfully compete and grow. we must retain. recruit, and develop the necessary personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs. In addition, we must develop our personnel to provide succession plans capable of maintaining continuity in our business. The market for qualified personnel, however. is competitive and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. We cannot assure that key personnel, including executive officers, will continue to be employed or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel could have a material adverse effect on us. Acquisitions andintegrating such acquisitions create certain risks and may affect our operating results. We have actively acquired businesses and may continue to make acquisitions of businesses or assets in the future. The acquisition and integration of businesses or assets involves a number of risks. The core risks are valuation (negotiating a fair price for the business). integration (managing the process of integrating the acquired company's people. products, technology, and other assts to extract the value and synergies projected to be realized in connection with the acquisition). regulation (obtaining necessary regulatory or other government approvals that may be necessary to complete acquisitions), end diligence (identifying undisclosed or unknown liabilities or restrictions that will be assumed in the acquisition). In addition. acquisitions outside of the United States often involve additional or increased risks including, for example: • managing geographically separated organizations, systems and facilities: • integrating personnel with diverse business backgrounds and organizational cultures; • complying with non-U.S. regulatory requirements: • fluctuations in currency exchange rates: • enforcement of intellectual property rights in some non-U.S. countries: • difficulty entering new non-U.S. markets due to, among other things, consumer acceptance and business knowledge of these new markets. and • general economic and political conditions. The process of integrating operations could cause an interruption of, or loss of momentum in. the activities of one or more of our combined businesses and the possible loss of key personnel. The diversion ofmanagement's attention and any delays or difficulties encountered in connection with acquisitions and the integration of the two companies' operations could have an adverse effect on our business. results of operations. financial condition or prospects. 25 http://vanv.see.gov/Archi vecledgaddatat883980/000119312515334479/d31022dsla.htmill0/14/2015 9:06:38 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082041 CONFIDENTIAL SONY GM_00228225 EFTA01382611