EFTA01450400.pdf

Page 8 of II such offers at any time if at all. Because other dealers are not likely to make a secondary market for the Notes. the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which IISBC Securities (USA) Inc. is willing to buy the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. to POTENTLkl. CONFLICTS IISBC and its affiliates play a variety of roles in connection with the issuance of the Notes, including acting as Calculation Agent and hedging its obligations under the Notes. In performing these duties, the economic interests of the Calculation Agent and other affiliates of USW: are potentially adverse to your interests as an investor in the Notes. The Initial Spot Rate for the Reference Currency is an intraday level on the Pricing Date that has been determined by the Calculation Agent. Although the Calculation Agent has made all determinations and taken all actions in relation to the establishment of the Initial Spot Rate in good faith, it should be noted that such discretion could have an impact (positive or negative) on the value of your Notes. IfSBC and the Calculation Agent are under no obligation to consider your interests as a holder of the Notes in taking any corporate actions or other actions, including the determination of the Initial Spot Rate, that might affect the Reference Currency and the value of your Notes. roTHE NOTES ARE NOT INSURFJ) OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OF THE UNITED STATES OR ANY OTHER JURISDICTION — The Notes arc not deposit liabilities or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or program of the United States or any other jurisdiction. An investment in the Notes is subject to the credit risk of IISBC. and in the event that IISBC is unable to pay its obligations as they become due, you may not receive the full Payment at Maturity of die Notes. os HISTORICAL PERFORMANCE OF THE REFERENCE CURRENCY SHOULD NOT BE TAKEN AS AN INDICATION OF THE FUTURE PERFORMANCE OF THE REFERENCE CURRENCY DURING THE TERM OF THE NOTES It is impossible to predict whether the Spot Rate for the Reference Currency will rise or fall. The Reference Currency will be influenced by complex and interrelated political. twonomic, financial and other factors. 05 MARKET DISRUPTIONS MAY ADVERSELY AFFECT YOUR RETURN — The Calculation Agent may. in its sole discretion. determine that the markets have been affected in a manner that prevents it from determining the Reference Currency Return in the manner described herein, and calculating the amount that we are required to pay you upon maturity. or from properly hedging its obligations under the Notes. These events may include disruptions or suspensions of trading in the markets as a whole or general inconvertibility or non•transferability of one or more currencies. If the Calculation Agent. in its sole discretion, determines that any of these events prevents us or any of our affiliates from properly hedging our obligations under the Notes or prevents the Calculation Agent from determining the Reference Currency Return or Payment at Maturity in the ordinary manner, the Calculation Agent will determine the Reference Currency Return or Payment at Maturity in good faith and in a commercially reasonable manner, and it is possible that the Final Valuation Date and the Maturity Date will be postponed, which may adversely affect the return on your Notes. For example, if the source for an exchange rate is not available on the Final Valuation Date. the Calculation Agent may determine the exchange rate for such date, and such determination may adversely affect the return on your Notes. re MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the Spot Rate of the Reference Currency on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including: a the actual and expected exchange rates and volatility of the exchange rates between the Reference Currency and the U.S. Dollar, te the time to maturity of the Notes: cc interest and yield rates in the market generally and in the markets of the Reference Currency and the U.S. Dollar; to a variety of economic, financial, political, regulatory or judicial events; and te our creditworthiness, including actual or anticipated downgrades in our credit ratings. http://www.sec.gov/Archiyes/edgar/data/83246/000114420413015558/O38382_424b2.htm 10/29/2013 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0106004 CONFIDENTIAL SONY GM_00252186 EFTA01450400