EFTA01450397.pdf

Page 5 of I 1 Selected Purchase Consideratious co APPRECIATION POTENTIAL — The Notes provide the opportunity to receive a Po return at maturity if the Reference Currency Return is greater than 0%, and a 28.50% return at maturity if the Reference Currency Return is greater than 3%. Because the Notes are our senior unsecured debt obligations. payment of any amount at maturity is subject to our ability to pay our obligations sr. they become due. es LOSS OF PRINCIPAL IF THE REFERENCE CURRENCY RETURN IS LESS TILAN THE BARRIER LEVEL — if the Reference Currency Return is greater than or equal to the Barrier Level of -15% you will receive at least the Principal Amount at maturity, even if the Reference Currency has depreciated against the U.S. Dollar as compared to the Initial Spot Rate. if the Reference Currency Return is less than the Barrier LeveL you will lose 1% of your Principal Amount fee every 1% that the Reference Currency has depreciated against the U.S. Dollar as compared to the Initial Spot Rate. If the Reference Currency Return is -100%. you will lose your entire investment. re EXPOSURE TO THE BRAZILIAN REAL VERSUS THE U.S. DOLLAR — The return on the Notes is linked to the performance of the Brazilian Real. which we refer to as the Reference Currency. relative to the U.S. Dollar, and w ill enable you to participate in any appreciation of the Reference Currency relative to the U.S. Dollar from the Pricing Date to the Final Valuation Date. co TAX TREATMENT There is no direct legal authority as to the proper lax treatment of the Notes. and therefore significant aspects of the tax treatment of the Notes are uncertain as to both the timing and character of any inclusion in income in respect of the Notes. Under one approach, a Note should be treated as a pre-paid executory- contract with respect to the Reference Currency. We intend to treat the Notes consistent with this approach. Pursuant to the teens of the Notes. you agree to treat the Notes under this approach for all U.S. federal income tax purposes. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our special U.S. tax counsel, Morrison & Foerster it is reasonable to treat a Note as a pre-paid executory contract with respect to the Reference Currency. Assuming this characterization is respected, upon a sale or exchange of a Note, you should recognize gain or lass equal to the difference between the amount realized on the sate or exchange and your tax basis in the Note, which should equal the amount you paid to acquire the Note. Your gain or lass should generally be exchange gain or loss that is taxable as ordinary income or loss for U.S. federal income tax purposes. unless an election under Section 988 of the Internal Revenue Code of 1986. as amended (the "Code") is available and made to treat such gain or loss as capital gain or loss ("Section 988 election"). The Section 988 election is generally available for a forward contract. a futures contract, or option on foreign currencies as described in Section 988 of the Co& Although not clear. a U.S. Holder (as defined in the aseompanying prospectus supplement) may be entitled to make a Section 988 election with respect to the Notes. If a Section 988 election is available in respect of the Notes. in order for the election to be valid. a C.S. Holder must: (A) make the Section 988 election by clearly identifying the investment in the Notes on its books and records on the date the holder acquires the Notes as being subject to the Section 988 election (although no specific language or account is necessary for identifying a transaction on the holder's books and records. the method of identification must be consistently applied and must clearly identify the pertinent transaction as subject to the Section 988 election); and (B) verify the election by attaching a statement to the holder's income tax return which must include (i) a description and the date of the Section 988 election. (ii) a statement that the Section 988 election was made before the close of the date that the Notes were acquired. (iii) a description of the Notes and the maturity date of the Notes or. alternatively. the date on which the Notes w en: sold or exchanged. (iv) a statement that the Notes were never part of a - straddle- as defined in Section 1092 of the Code, and (v) a statement that all transactions subject to the Section 988 election are included on the statement attached to the holder's income tax return. If a Section 988 election is available and validly made in respect of the Notes. gain or loss recognized upon the sale or exchange of the Notes should be treated as capital gain or loss. Capital gain recognized by an individual C.S. Holder is generally taxed at preferential rates where the property is held for more than one year and is generally taxed at ordinary income rates where the property is held for one year or less. The deductibility of capital losses is subject to limitations. Prospective investors should consult their tax advisors regarding the availability, applicable procedures and requirements, and consequences of making a Section 988 election in respect of the Notes. Due to the absence of authorities that directly address the proper characterization of the Notes. no assurance can be given that the Internal Revenue Service (the "IRS") will accept. or that a court will uphold, this characterization and tax treatment of the Notes. in which cast the timing and character of any income or loss on the Notes could be significantly and adversely affected. For example, the Notes could be treated either as "foreign currency contracts- within the meaning of Section 1256 of the Code or as "contingent payment debt instruments-. as discussed in the section entitled "U.S. Federal Income Tax Considerations" in the accompanying prospectus supplement. In 2007. the IRS released a revenue ruling holding that a financial instrument with some arguable similarity to the Notes is properly treated as a debt instrument denominated in a foreign currency. The Notes an: distinguishable in meaningful respects from the instruments described m the revenue ruling. If. however, the reach of the revenue ruling were to be extended, it could materially and adversely affect the tax consequences of an investment in the Notes for U.S. Holders, possibly with retroactive effect. Withholding and reporting requirements under the legislation enacted on March 18. 2010 (as discussed beginning on page 5.48 of the prospectus supplement) will generally apply to payments made after December 31. 2013. However, this withholding tax will not be imposed on payments pursuant to obligations outstanding on January 1. 2014. I lolders are littp://www.sec.gov/Archives/edgar/data/83246/000114420413015558/v338382_424b2.htm 10/29/2013 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0106001 CONFIDENTIAL SONY GM_00252185 EFTA01450397