Contents Financial Highlights Operating Performance Highlights To Our Shareholders Review of Operations Electronics Game Entertainment Financial Services Other R&D Strategies and Selection of Key Technological Fields The Sony Challenge: Seeing is Believing Corporate Governance/New Directors and Corporate Executive Officers Corporate Social Responsibility Financial Section Stock Information Stock Acquisition Rights and Bond Information Investor Information 1 2 4 8 8 13 16 20 22 23 26 32 34 35 130 131 132 Cautionary Statement Statements made in this annual report with respect to Sony’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of Sony. Forward-looking statements include, but are not limited to, those statements using words such as “believe”, “expect”, “plans”, “strategy”, “prospects”, “forecast”, “estimate”, “project”, “anticipate”, “aim”, “may” or “might” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Sony cautions you that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, and therefore you should not place undue reliance on them. You also should not rely on any obligation of Sony to update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise. Sony disclaims any such obligation. Risks and uncertainties that might affect Sony include, but are not limited to (i) the global economic environment in which Sony operates, as well as the economic conditions in Sony’s markets, particularly levels of consumer spending; (ii) exchange rates, particularly between the yen and the U.S. dollar, the euro and other currencies in which Sony makes significant sales or in which Sony’s assets and liabilities are denominated; (iii) Sony’s ability to continue to design and develop and win acceptance of its products and services, which are offered in highly competitive markets characterized by continual new product introductions, rapid development in technology and subjective and changing consumer preferences (particularly in the Electronics, Game, Music, Pictures and Other segments); (iv) Sony’s ability to implement successfully personnel reduction and other business reorganization activities in its Electronics, Music, Pictures and Other segments; (v) Sony’s ability to implement successfully its network strategy for its Electronics, Music, Pictures and Other segments and to develop and implement successful sales and distribution strategies in its Music, Pictures and Other segments in light of the Internet and other technological developments; (vi) Sony’s continued ability to devote sufficient resources to research and development and, with respect to capital expenditures, to correctly prioritize investments (particularly in the Electronics segment); (vii) shifts in customer demand for financial services such as life insurance and failure to conduct successful Asset Liability Management and (viii) the success of Sony’s joint ventures and alliances. Risks and uncertainties also include the impact of any future events with material unforeseen impacts. SONY AR-E0629 Page 36 05.7.6, 2:16 PM Adobe PageMaker 6.0J/PPC Financial Highlights Sony Corporation and Consolidated Subsidiaries —Years ended March 31 Percent change Dollars in millions* except per share amounts 2005/2004 2005 Yen in millions except per share amounts and number of employees FOR THE YEAR Sales and operating revenue . . . . . . . . Operating income . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . Equity in net income (loss) of affiliated companies . . . . . . . . . . . . . . Income before cumulative effect of an accounting change . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . 2003 2004 2005 ¥7,473,633 185,440 247,621 80,831 ¥7,496,391 98,902 144,067 52,774 ¥7,159,616 113,919 157,207 16,044 (44,690) 1,714 29,039 +1,594.2 271 115,519 115,519 90,628 88,511 168,551 163,838 +86.0 +85.1 1,575 1,531 853,788 (706,425) 632,635 (761,792) 646,997 (931,172) +2.3 — 6,047 (8,703) Cash flows from operating activities . . . Cash flows from investing activities . . . Per share data: (Yen, dollars) Income before cumulative effect of an accounting change —Basic . . . . . . . . . . . . . . . . . . . . . —Diluted . . . . . . . . . . . . . . . . . . . . Net income —Basic . . . . . . . . . . . . . . . . . . . . . —Diluted . . . . . . . . . . . . . . . . . . . . Cash dividends . . . . . . . . . . . . . . . . . ¥ 125.74. 118.21. ¥ 98.26. 89.03. ¥ –4.5% +15.2 +9.1 –69.6 180.96. 162.59. +84.2% +82.6 +83.3 +81.7 — 125.74. 118.21. 25.00. 95.97. 87.00. 25.00. 175.90. 158.07. 25.00. AT YEAR-END Stockholders’ equity . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . ¥2,280,895 8,370,545 ¥2,378,002 9,090,662 ¥2,870,338 9,499,100 +20.7% +4.5 Number of employees . . . . . . . . . . . . . 161,100 162,000 151,400 –6.5% $66,912 1,065 1,469 150 $ 1.69. 1.52. 1.64. 1.48. 0.23. $26,826 88,777 * U.S. dollar amounts have been translated from yen, for convenience only, at the rate of ¥107=U.S.$1, the approximate Tokyo foreign exchange market rate as of March 31, 2005. Please refer to pages 70 and 71 for detailed footnotes to the table above. Sales and operating revenue and operating income (Yen in trillions) (Yen in billions) Net income and ROE (Yen in billions) 8 800 200 6 600 150 Cash flows (%) (Yen in billions) 8 1,000 6 500 4 0 2 –500 0 –1,000 6.2% 5.0% 4 400 100 2 200 50 0 0 0 2003 2004 2005 3.8% 2003 2004 2005 2003 2004 2005 ■ Sales and operating revenue (left) ■ Operating income (right) ■ Net income ● Return on equity ■ Cash flows from operating activities ■ Cash flows from investing activities *Years ended March 31 *Years ended March 31 * Years ended March 31 Sony Corporation 1 SONY AR-E0629 Page 1 05.7.6, 2:42 PM Adobe PageMaker 6.0J/PPC Operating Performance Highlights Sales (Financial Services Revenues) and Operating Income (Loss) Financial Highlights by Business Segment (Years ended March 31) (Yen in billions) Electronics 5,096.0 5,042.3 5,021.6 (Yen in billions, %) Sales 65.9 66.5% Operating (loss) income Operating margin (6.8) (34.3) 2003 2004 2005 ■ Sales ■ Operating (loss) income Assets 2004 2005 ¥5,096.0 ¥5,042.3 ¥5,021.6 65.9. (6.8.) 1.3 — — 2,974.0 2,995.3 (3,434.1) (34.3.) 2005/2004 (Percent change) –0.4% —% % (Yen in billions) Game 955.0 112.7 780.2 9.7% 729.8 67.6 2003 2004 2005 Sales ¥955.0 ¥780.2 ¥729.8 –6.5% 112.7 67.6 43.2 –36.1% Operating margin Assets 2003 2004 ■ Sales ■ Operating income 2005/2004 (Percent change) (Yen in billions, %) Operating income 43.2 11.8 8.7 5.9 673.2 684.2 482.0 2005 (Yen in billions) Music 466.3 440.3 249.1 3.3% 8.8 (6.0) (28.3) 2003 2004 2005 ■ Sales ■ Operating income (loss) 2005/2004 (Percent change) (Yen in billions, %) 2003 2004 2005 Sales ¥249.1 –43.4% ¥466.3 ¥440.3 Operating income (loss) (28.3.) (6.0.) 8.8. —% Operating margin — — 3.5 % 500.6 484.0 325.9 Assets (Yen in billions) Pictures 802.8 9.7% 756.4 733.7 63.9 59.0 35.2 (Yen in billions, %) 2003 2004 2005 Sales Financial Services 2005/2004 (Percent change) ¥802.8 ¥756.4 ¥733.7 –3.0% Operating income 59.0 35.2 63.9 +81.4% Operating margin 7.3 4.7 8.7 868.4 856.5 863.1 Assets 2003 2004 ■ Sales ■ Operating income 2005 (Yen in billions) 7.4% 537.3 593.5 560.6 55.2 55.5 22.8 2005/2004 (Percent change) (Yen in billions, %) 2003 2004 2005 Financial services revenues ¥537.3 ¥593.5 ¥560.6 –5.6% Operating income 22.8 55.2 55.5 0.+0.6% Operating margin 2003 2004 2005 ■ Financial Services revenues ■ Operating income Assets 4.2 9.3 0.9.9 2,897.1 3,475.0 3,885.5 0.0 (Yen in billions) Other 3.4% 261.1 268.3 254.4 (Yen in billions, %) 2003 2004 2005 Sales ¥261.1 ¥268.3 ¥254.4 (28.3.) (12.1.) — — — 333.5 371.7 347.9 Operating loss Operating margin (12.1) (28.3) 2003 2004 ■ Sales ■ Operating loss (4.1) Assets (4.1.) 2005/2004 (Percent change) –5.2% —% % 2005 Notes: 1. Sales=Sales and operating revenue 2. Operating margin=Operating income / Sales and operating revenue x 100 3. Includes intersegment transactions 2 Sony Corporation SONY AR-E0629 2003 Page 2 05.7.6, 2:42 PM Adobe PageMaker 6.0J/PPC Description of Business Fiscal Year in Review The Electronics segment comprises audio, video, televisions, information and communications equipment, semiconductors, components and other products. • Segment sales were essentially level. Calculated using the same exchange rates as the previous fiscal year, segment sales edged up 1%. • Sales of flat panel televisions, Cyber-shot digital still cameras and liquid crystal display (LCD) rear-projection televisions increased, while sales of cathode-ray tube (CRT) televisions and portable audio products declined. • Despite a decrease in restructuring expenses, the segment’s operating loss widened as falling sales prices prompted a further increase in the cost of sales ratio. Products contributing to the worsening of the segment’s operating loss included CRT televisions, portable audio products and video cameras. The Game segment encompasses Sony’s game console and software businesses, which are conducted by Sony Computer Entertainment Inc. (SCE). • Sales in this segment fell 6.5%. • Unit sales of PlayStation 2 (PS2) software reached a record high, but this was more than offset by a decline in unit sales of PS2 hardware and strategic sales price reductions. • Operating income decreased 36.1% as falling hardware sales and startup costs for PlayStation Portable (PSP) countered higher operating income for software. The Music segment comprises the businesses of Sony Music Entertainment (Japan) Inc. (SMEJ) and, from April through July 2004, Sony Music Entertainment Inc. (SMEI). In August 2004, SMEI’s business was transferred to SONY BMG MUSIC ENTERTAINMENT (SONY BMG), a joint venture with Bertelsmann AG accounted for by the equity method. • The transfer of SMEI’s business to SONY BMG in August 2004 prompted a 43.4% decline in segment sales. • An increase in sales of recordings boosted SMEJ’s sales 6.9%. • SMEJ achieved a significant increase in operating income, reflecting higher sales and a lower cost of sales ratio. The Pictures segment encompasses motion pictures, television and other businesses conducted by Sony Pictures Entertainment Inc. (SPE). • Segment sales decreased 3.0%, owing primarily to the appreciation of the yen. On a U.S. dollar basis, sales rose 1%. • Higher sales on a U.S. dollar basis were largely attributable to increases in home entertainment and theatrical revenues worldwide and television syndication sales outside the United States. • Worldwide home entertainment revenues rose on the strength of strong performances by DVD and VHS releases and brisk syndication sales of films shown in theaters in the previous fiscal year, notably 50 First Dates, Big Fish and Bad Boys II. • Theatrical revenues were bolstered by such successful releases as Spider-Man 2, Hitch and The Grudge. • Sales gains supported record-high operating income. The Financial Services segment comprises the businesses of Sony Life Insurance Co., Ltd. (Sony Life), Sony Assurance Inc., Sony Bank Inc. and Sony Finance International, Inc. • Segment revenue declined 5.6%, owing largely to a change in Sony Life’s method of recognizing revenue. • Operating income increased 0.6%, reflecting the absence of impairment losses on lease assets recorded by Sony Finance International in the preceding fiscal year. This segment comprises a variety of businesses, such as a network service business, including Internetrelated services, carried out by Sony Communication Network Corporation, a business for the production and marketing of animation products, a retail seller of imported general merchandise in Japan and an integrated circuit (IC) card business. • Sales decreased 5.2%. This was primarily due to a decrease in intersegment sales resulting from contractual revisions at a Japan-based subsidiary in the advertising agency business. • Operating loss narrowed, reflecting lower fixed costs, a gain on the sale of a commercial building with a showroom in Japan, and a robust performance by an animation production and marketing business. Sony Corporation 3 SONY AR-E0629 Page 3 05.7.6, 2:38 PM Adobe PageMaker 6.0J/PPC To Our Shareholders A Message from Nobuyuki Idei The Year in Review In the fiscal year ended March 31, 2005, we recorded key strategic achievements that positioned the Sony Group for further growth as a global enterprise. These include strengthening our entertainment business through important alliances, establishing a firm foundation for our mobile phone business and making significant advances in the development of next-generation microprocessors. With regard to our core electronics business, however, we faced an increasingly harsh operating environment, owing to such factors as intensified price competition. Accordingly, restoring profitability in our mainstay Electronics segment remains management’s top priority. Sales and operating revenue in the period under review edged down from the previous year, owing to the transfer of our non-Japanese recorded music business to our new joint venture SONY BMG MUSIC ENTERTAINMENT (SONY BMG), which is accounted for using the equity method, and to the impact of a strong yen. Operating income rose on the strength of strong performances by the Pictures and Music segments, while the Financial Services segment continued to see steady gains. We also registered a major increase in net income, reflecting contributions from Sony Ericsson Mobile Communications AB, and other equity-method affiliates. In the Electronics segment, we increased sales of flat panel televisions and digital still cameras by enhancing product appeal. Nonetheless, segment sales were largely unchanged, a consequence of flagging markets for cathode-ray tube (CRT) televisions, coupled with a shift in demand from MD Walkman, CD Walkman and other portable audio products toward hard disk and flash memory audio players. The segment’s operating loss widened, as higher variable costs accompanying downward pressure on prices outweighed the positive impact of restructuring-derived reductions in fixed costs. In contrast, Sony Ericsson’s worldwide shipments of mobile phones, particularly camera phones, exceeded 43 million units during the period, significantly boosting its sales and operating profit. In the Game segment, shipments of PlayStation 2 (PS2) software reached a record 252 million units during the period. Sales fell, however, as a result of a decline in PS2 hardware sales volume and strategic price reductions. PlayStation Portable (PSP) hardware and software had a strong start, following PSP’s launch in Japan in December 2004 and North America in March 2005. A decline in the segment’s operating income was largely attributable to a decrease in overall sales of game hardware and startup costs for PSP. 4 Sony Corporation SONY AR-E0629 Page 4 05.7.6, 2:37 PM Adobe PageMaker 6.0J/PPC Nobuyuki Idei Chairman and Group Chief Executive Officer (Appointed Chief Corporate Advisor on June 22, 2005) Sir Howard Stringer Vice Chairman In Charge of Entertainment Business Group (Appointed Chairman and CEO on June 22, 2005) Sony Sony Corporation Corporation 55 SONY AR-E0629 Page 5 05.7.6, 2:37 PM Adobe PageMaker 6.0J/PPC Operating in a shrinking market, the Music segment generated an increase in operating income, thanks partly to a string of hits by new artists at Sony Music Entertainment (Japan) Inc. (SMEJ), which greatly bolstered SMEJ’s recorded music sales. In the Pictures segment, expanded box office revenue as well as sales of titles on DVD and VHS—attributable to such hits as Spider-Man 2—drove both sales and operating income to new heights. During the period, we took several steps that reinforced the already formidable position of our entertainment business in the industry. Of particular note, we formed two key equity and business alliances. In August 2004, we created SONY BMG, a joint venture that brings together our non-Japanese recorded music business Sony Music Entertainment Inc. and BMG, the music group of Bertelsmann AG, with the aim of raising profitability through enhanced efficiency and expanded scale. In April 2005, a consortium comprising Sony and four partner companies completed the acquisition of Metro–Goldwyn–Mayer Inc. (MGM). In addition to using our global channels to distribute MGM’s existing library of film and television content, we will be involved in co-financing and producing new titles. New Management Structure Guided by our “Transformation 60” (TR60) groupwide medium-term corporate strategy— which focuses on structural reforms aimed at enhancing operational profitability and growth strategies—efforts to reduce fixed costs through the restructuring of operations are proceeding according to plan. Although our electronics business has yet to sufficiently recover in terms of profitability, we have been implementing strategies that will ensure the steady growth of the Sony Group. The fiscal year ending March 31, 2006, marks the start of the next stage of Sony’s evolution—a stage of accelerated growth. Accordingly, we judged this to be an opportune time to create a new management structure. At the Board of Directors meeting to be held following the Ordinary General Meeting of Shareholders on June 22, 2005, we expect three candidates for positions on the Board to be approved: Sir Howard Stringer, nominated as Chairman and Chief Executive Officer (CEO), Dr. Ryoji Chubachi, nominated as President and Electronics CEO, and Mr. Katsumi Ihara, nominated as Executive Deputy President and President of the Home Electronics Network Company. Under the robust guidance of this new management team, the Sony Group will remain on course for further growth. April 26, 2005 Nobuyuki Idei Chairman and Group Chief Executive Officer (Appointed Chief Corporate Advisor on June 22, 2005) 66 Sony Sony Corporation Corporation SONY AR-E0629 Page 6 05.7.6, 2:34 PM Adobe PageMaker 6.0J/PPC A Message from Sir Howard Stringer Sony has built up important traditions and assets during its 60-year history. I am honored to be given the responsibility of drawing upon these to carve out a new history for Sony. As CEO, my priority will be to recreate the excitement and spirit of innovation that has evolved into the Sony brand over the past six decades. Although we face many challenges, we also recognize a wealth of exciting opportunities. Together with Dr. Chubachi and Mr. Ihara, I will work to deliver the best in electronics and entertainment to customers by fostering the further convergence of Sony’s technological hardware and content development. The new management team will not hold back from implementing reforms in all businesses in its drive to ensure Sony’s position as the world’s leading electronics and entertainment company. We will accelerate the reforms introduced by the current management and exert our best efforts to drive Sony’s growth as a global enterprise with core capabilities in electronics, entertainment and technology. April 26, 2005 Sir Howard Stringer Vice Chairman In Charge of Entertainment Business Group (Appointed Chairman and CEO on June 22, 2005) A Message from Ryoji Chubachi The Sony Group continues to operate in a very challenging business environment. Accordingly, I am committed to forming a tightly knit management team with Sir Howard and Mr. Ihara and working with them to enhance the Group’s corporate value. As CEO of the Electronics Business Group, my principal mission is to enhance the competitiveness of our electronics business. I believe the key to this lies in our ability to develop products from the customer’s viewpoint. Our passion for craftsmanship remains as strong as ever. In addition to identifying key business areas and enhancing technological competence, we will strengthen our operations in areas crucial to competitiveness, including engineering, manufacturing, distribution and sales. In recent years, we have undertaken ambitious, growth-oriented technological development and capital investment, thereby sowing promising seeds for the future. Bringing these seeds to bloom is our foremost challenge. On this, the occasion of Sony’s 60th anniversary, I renew my pledge to build a strong, sound company. In the years ahead, we will continue to work to inspire and delight our stakeholders, including our shareholders, customers, business partners, employees and the community at large, while remaining true to our statement of purpose: “to establish an ideal factory that stresses a spirit of freedom and openmindedness.” This statement is included in Sony’s founding prospectus and continues to define our spirit. April 26, 2005 Ryoji Chubachi Executive Deputy President and Electronics CEO (Appointed President and Electronics CEO on June 22, 2005) Sony Corporation 7 SONY AR-E0629 Page 7 05.7.6, 2:34 PM Adobe PageMaker 6.0J/PPC Review of Operations Electronics http://www.sony.net/electronics/ Home Electronics Televisions and other home electronics products with enhanced performance and ease of use have become the hub of the modern living room, essential to the enjoyment of television programming, movies, games and other types of entertainment content. With demand continuing to shift from cathode-ray tube (CRT) televisions toward flat panel televisions, Sony is concentrating management resources on LCD and LCD rear-projection televisions. In the fiscal year ended March 31, 2005, we reinforced our lineup of LCD televisions with the introduction of lower-cost models as well as highend models with outstanding picture quality. Efforts to differentiate models contributed to a significant rise in Sony’s market share during the 2004 year-end holiday sales season. Of particular importance to this achievement were dramatic improvements in three fundamental areas: picture quality, audio fidelity and ease of operation. The new WEGA Engine HD, an integrated digital high-definition system developed to deliver greater depth and a higher degree of realism, renders a highly precise, beautiful picture. The S-Master sound engine is a 100W output, full-digital amplifier that capitalizes on Sony’s capabilities in high-fidelity audio to deliver the crystal clear audio reproduction essential to complement large-screen viewing. The xross (“cross”) media bar (XMB) is a graphical user interface (GUI) that applies technologies developed in the games business to enhance operability, enabling people to access and enjoy content from a variety of devices on their televisions quickly and easily—an important consideration in this era of increasingly multifunctional televisions. In spring 2005, we further expanded our lineup in Japan with the Happy Wega series of digital high-definition (HD) televisions, which have earned a strong reputation. The Happy Wega series uses fewer components and employs the same structure and circuitry as other Wega televisions. This led to a reduction of material and other manufacturing costs and is helping to improve the profitability of our LCD televisions. Sony will begin sourcing LCD panels from S-LCD Corporation, our joint venture with Samsung Electronics Co., Ltd. of Korea, as well as promoting in-house sourcing of other key devices. These efforts should enable us to achieve further cost reductions— already realized with the Happy Wega series—in other LCD televisions. We plan to launch HD televisions featuring Cell, a next-generation, high-performance processor developed in cooperation with IBM Corporation and Toshiba Corporation. DVD recorder DVD Recorders Going into the 2004 year-end holiday sales season, we introduced new Sugoroku DVD recorders featuring a high-capacity hard disk drive (HDD) and an electronic program guide (EPG). These models also feature an automatic recording function, which uses the EPG to automatically locate and record all programs related to a particular keyword entered by the user. Sugoroku, developed as an attractive post-VHS unit offering high picture quality, easy operation and intelligent recording, has expanded and enhanced our product mix. The PSX, a fun-to-use DVD recorder that enables users to enjoy video, music, photographs and games on a single unit, is carving out a new market for intelligent entertainment devices. These efforts will position us to respond to increasingly diverse customer needs in the rapidly expanding market for DVD recorders. 8 Sony Corporation SONY AR-E0629 Page 8 05.7.6, 2:31 PM Adobe PageMaker 6.0J/PPC QUALIA 006 70-inch Micro-Display SXRD TV Sony Corporation 9 SONY AR-E0629 Page 9 05.7.6, 2:31 PM Adobe PageMaker 6.0J/PPC The Grand Wega LCD rear-projection television continued to enjoy popularity in the U.S. market, reflecting consumer appreciation of comparatively inexpensive large televisions. New additions to our LCD rear-projection lineup during the fiscal year included a model featuring Sony’s exclusive Silicon X-tal (“crystal”) Reflective Display (SXRD) technology, which achieves high resolution and high contrast, as well as fast responsiveness. This technology facilitates higher panel pixel density than conventional display devices, thereby realizing full HD (1920 x 1080 pixel) resolution and a smooth-textured, cinematic picture quality. In the fiscal year ending March 31, 2006, we will take further steps to differentiate our LCD rear-projection televisions from those of other companies—including introducing new models with SXRD—and strengthen our lineup in all regions. SXRD: Sony’s exclusive SXRD achieves outstanding resolution and contrast, as well as fast responsiveness, facilitating a sharper, richer and more smoothly textured picture than ever before possible with consumer-use rear-projection television. A narrow interpixel spacing—2,000,000 pixels with a pitch of 9 m—delivers full HD resolution within an image area measuring a mere 0.78 inches across. In addition, a liquid crystal cell gap of less than 2 m and vertically aligned liquid crystal materials facilitate contrast of 3000:1 or higher and a response speed of less than five milliseconds, resulting in a clear, stable picture. Mobile Electronics Cyber-shot DSC-T7 Sony expanded its video camera and digital still camera lineup. In portable audio, the Network Walkman was a hit. In the fiscal year ended March 31, 2005, the global market for digital still cameras exhibited strong growth. Sony continues to command a significant share of this market, thanks to the popular Cyber-shot lineup, which reflects our continuing efforts to combine slim designs with large LCD screens and extended recording times. We are also focusing efforts on the development of innovative products that combine video and digital still camera features in a single unit. Also in the period, we launched full-scale, global sales of DVD Handycam, bolstering our lineup of video cameras, which previously focused on Handycams using conventional tape media. While DVD Handycam accounted for approximately 10% to 20% of sales of Sony video cameras in the past fiscal year, we are aiming to greatly increase shipments in the fiscal year ending March 31, 2006. During the year, we introduced the first consumer-use video camera with full HD resolution based on the 1080 interlaced (1080i) digital HD standard, bringing HD picture quality out of the broadcast arena and into the home. Customers responded to this easy-to-use model very favorably. We will promote the shift to HD video cameras by enhancing our lineup, offering consumers a whole new experience. Key devices are what really set Sony’s video and digital still cameras apart from those of other manufacturers. These include small LCD panels, batteries and charge-coupled devices (CCDs), which are image-capturing devices that work like an electronic version of a human eye. We source these devices internally, facilitating vertically integrated production and ensuring our ability to enhance product appeal while lowering production costs. Super HAD CCD: Sony’s CCD technology has enabled the development of the Super HAD CCD, a CCD that offers both a high saturation signal level and increased sensitivity. This technology greatly reduces the ineffective areas between the on-chip microlenses formed over each pixel, thereby increasing the efficiency of utilization of incident light. Real lmaging Processor: Sony designed the Real Imaging Processor using an exclusive algorithm that increases processing precision and speed, improving picture quality and reducing start-up time for a truly enjoyable picture-taking experience. Thanks to a system large-scale integration (LSI) designed for energy efficiency, the Real Imaging Processor consumes 30% less energy than previous processors, thus improving battery life. 10 Sony Corporation SONY AR-E0629 Page 10 05.7.6, 2:31 PM Adobe PageMaker 6.0J/PPC Network Walkman Sony Corporation 11 SONY AR-E0629 Page 11 05.7.6, 2:31 PM Adobe PageMaker 6.0J/PPC In the portable audio market, trends and ways of enjoying music are changing rapidly as consumer preferences shift from CD-based and MD-based products to those with flash memory and HDDs. In spring 2005, we released our latest Network Walkman, reinforcing our lineup of Walkman portable audio products in the Japanese market, which until then comprised the CD Walkman and the MD Walkman. The Network Walkman, available in both flash memory and hard disk models, enjoyed strong sales. In November 2004, we established the Connect Company, a global business that uses Sony’s unique strengths to distribute content, client software and hardware. Not limited to music distribution, Connect aims to foster a broad-based network business that also encompasses movie and other entertainment content. VAIO T-Series VAIO T-Series The VAIO T-Series, launched in autumn 2004, is a slim (25mm), lightweight (1.38kg) notebook PC. This sleek machine was made possible by reducing the number of components used and arranging them more efficiently. Despite its small size, the VAIO T-Series carries an array of features comparable to those found in a full-sized notebook, including a 10.6-inch-wide LCD display and a DVD±RW drive. The unique finish, with a texture similar to that of a leather-bound book, and four rich color choices, including midnight blue and burgundy, add a touch of quality and class that has earned a positive response from consumers around the world. We will continue to combine our passion for making things with advanced audiovisual technologies and IT capabilities to create high-valueadded products and build new PC markets. Sony Ericsson Mobile Communications AB, established in October 2001 as a 50–50 joint venture between Sony Corporation and LM Ericsson, maintained a high average selling price and achieved significant increases in shipments and sales in the fiscal year ended March 31, 2005, owing to the introduction of high-value-added products. During the period, the company also succeeded in bolstering its operating foundation, thanks to steady growth in sales of camera phones and brisk sales of third-generation (3G) phones for the Universal Mobile Telecommunications System (UMTS) network, positioning it to further expand its lineup of 3G-enabled handsets. Groundbreaking new offerings include the W800, the first Walkman-branded mobile phone; the K750, a 2-megapixel camera phone; and the Z800, a new 3G phone for the Global System for Mobile Communications (GSM) and UMTS networks. In Japan, Sony Ericsson launched the W31S for KDDI Corporation and the premini®-II* for NTT DoCoMo, Inc. The company also became a worldwide sponsor of the Women’s Tennis Association (WTA) Tour, which is now the Sony Ericsson WTA Tour. * premini® is a registered trademark of NTT DoCoMo, Inc. K750 W800 Z800 W31S 12 Sony Corporation SONY AR-E0629 Page 12 05.7.6, 2:30 PM Adobe PageMaker 6.0J/PPC premini®-II Game http://www.scei.co.jp/global/ The PlayStation 2 platform continues to expand further. Since its launch by Sony Computer Entertainment Inc. (SCE) in 2000, PlayStation 2 (PS2) has continued to expand worldwide as the standard platform for home entertainment, and cumulative shipments surpassed the 90 million unit mark in June 2005. The new slimline PS2 (SCPH-70000 series) has been particularly popular since its release in November 2004. Now in its fifth year, PS2 is still in high demand, with shipments reaching 16.17 million units in the fiscal year ended March 31, 2005. Similarly, demand for PS2 software remains high. By March 31, 2005, there were more than 5,000 game titles released for PS2 worldwide, and cumulative shipments reached 824 million units. With first-party hits such as Gran Turismo 4, which sold over 6 million units, as well as other major hit titles from third-party developers and publishers, software shipments in the fiscal year ended March 31, 2005, recorded New PlayStation 2 (SCPH-70000 CB) SCE released a smaller, slimmer PS2 in November 2004 in the Japanese, North American and European markets. While inheriting the basic functions and design architecture of the original PS2, the volume was reduced by 75%, the weight was halved and the thickness was trimmed down to 2.8 centimeters (1.1 inches). With the built-in Ethernet network connector included as a standard feature, users can enjoy easy access to online games. an all-time high of 252 million units. New, attractive titles are expected to be released from first- and third-party developers and publishers, and SCE will continue to expand the PS2 platform with the strong software lineup as well as the popular slimline PS2. PlayStation Portable creates a new market. SCE released PlayStation Portable (PSP) in Japan in December 2004 and in North America in March 2005. PSP is a new handheld entertainment system that brings together a wide variety of entertainment content, including games, music and movies, and employs full-scale 3-D computer graphics and the newly developed high-capacity optical disc, Universal Media Disc (UMD). Since its debut, PSP has enjoyed favorable hardware and software sales. Cumulative hardware shipments as of March 31, 2005, in Japan and North America reached 2.97 million units, while shipments of software reached 5.7 million units. By May 2005, there were more than 30 titles in the PSP game lineup in Japan and over 20 titles in North America. Moreover, with the release of movie and music video Gran Turismo 4: The latest title from the Gran Turismo series. Cumulative worldwide shipments of the Gran Turismo series for PS and PS2 reached 43 million units in March 2005. The series revolutionized the concept of racing games, delivering an entertainment-packed experience as a real-life driving and racing lifestyle simulator. It has won strong support from a broad range of users all over the world and received high acclaim from automobile experts and enthusiasts. titles on UMD in April 2005, the entertainment experience on PSP has been enhanced further. PSP was also released in Asia in May 2005, and will be launched in Europe in September. SCE and other content developers and publishers will continue to release attractive software in all regions. As an entirely new handheld entertainment platform enabling users to enjoy entertainment content at any time, anywhere, PSP will create a new market around the world. Sony Corporation 13 SONY AR-E0629 Page 13 05.7.6, 2:30 PM Adobe PageMaker 6.0J/PPC PLAYSTATION 3, SCE’s next-generation computer entertainment system, is expected to be launched in spring 2006, creating a new world of computer entertainment. SCE announced the features of its next-generation computer entertainment system, PLAYSTATION 3 (PS3), in May 2005. PS3 will incorporate many cutting-edge advances, such as the Cell next-generation, high-performance processor jointly developed by IBM Corporation, Sony Group and Toshiba Corporation, the RSX graphics processor jointly developed by NVIDIA Corporation and SCE, and XDR memory developed by Rambus Inc. PS3 will provide supercomputer-like power which, in combination with Blu-ray Disc ROM (BD-ROM), will deliver entertainment content in full high-definition (HD) quality. PLAYSTATION 3 (Prototype) In games, not only will movement of characters and objects be far more refined and realistic, but landscapes and virtual worlds will also be rendered in real time, thereby elevating the freedom of graphics expression to levels not experienced in the past. PS3 will also have built-in Gigabit Ethernet and wireless local area network (LAN) features, thereby creating a new world of entertainment through its networking capabilities. PS3 will also offer backward compatibility with over 13,000 game titles created for PlayStation (PS) and PS2 worldwide by March 2005, allowing users to continue to enjoy these enormous assets. With PS, PS2, PSP and PS3, expected to be released in spring 2006, SCE will create and develop a new world of computer entertainment through the fusion of games, music, movies and broadcasting. (Design and specifications are subject to change without notice) 14 Sony Corporation SONY AR-E0629 Page 14 05.7.6, 2:29 PM Adobe PageMaker 6.0J/PPC PlayStation Portable (PSP) Sony Corporation 15 SONY AR-E0629 Page 15 05.7.6, 2:29 PM Adobe PageMaker 6.0J/PPC Entertainment The fiscal year ended March 31, 2005 was a pivotal year in Sony’s entertainment businesses, with the successful integration of the SONY BMG MUSIC ENTERTAINMENT (SONY BMG) joint venture and a record performance by Sony Pictures Entertainment Inc. (SPE). In addition, the acquisition of Metro–Goldwyn–Mayer (MGM) by a consortium led by Sony Corporation of America (SCA) was completed in early April 2005. In August 2004, Sony Corporation and Bertelsmann AG merged their recorded music assets to create SONY BMG, a joint venture with an impressive array of current artists and a vast catalog that includes some of the most important recordings in history. SONY BMG is streamlining its operations and investing in talent development to position the company for future growth. In the fiscal year ended March 31, 2005, SPE generated record-breaking operating income, due in part to the worldwide success of Spider-Man 2, strong home entertainment sales and international television syndication. In April 2005, a consortium comprised of SCA, Providence Equity Partners Inc., Texas Pacific Group, Comcast Corporation and DLJ Merchant Banking Partners completed its acquisition of MGM. In conjunction with the acquisition, SPE entered into agreements to cofinance and produce new motion pictures with MGM and to distribute MGM’s existing film and television content. The members of the consortium entered into a separate agreement to form a joint venture, to be managed by Comcast, establishing new cable/satellite channels that will feature SPE and MGM content. By expanding access to content, Sony’s entertainment companies have improved their strategic position. Licensing of the content to existing and emerging distribution channels such as digital cable, mobile and broadband services, as well as distribution in new media formats, are expected to create a wide array of revenue-generating opportunities. Through the consortium’s acquisition of MGM, one of the world’s most renowned motion picture studios, Sony has created a strategic partnership with a massive library of entertainment content. MGM owns the world’s largest library of modern films, comprising approximately 4,000 titles. MGM’s film library has received 208 Academy Awards®, making it one of the largest award-winning collections in the world, and it includes several of the most successful film franchises in history, including James Bond, Pink Panther and Rocky. Additionally, the library also includes over 10,400 episodes from television series previously broadcast on prime-time network television, cable or in firstrun syndication, where original episodes are initially broadcast on a syndicate of television stations and not on a single network. The programs in the MGM library have won, among others, 108 Emmy Awards and 17 Golden Globe Awards. With our strong financial and strategic partners, Sony looks forward to building on MGM’s exceptional legacy and capitalizing on emerging technologies and markets to provide consumers worldwide more opportunities to enjoy MGM’s vast library. 16 Sony Corporation SONY AR-E0629 Page 16 05.7.6, 2:26 PM Adobe PageMaker 6.0J/PPC Music Destiny’s Child Destiny’s Child’s Destiny Fulfilled was released in November 2004 and went on to sell 5.5 million units during the fiscal year, achieving double platinum status in the United States, Canada and Japan, and platinum and gold status in countries across Europe, Oceania and Asia. Maroon 5 Maroon 5 was honored with the Best New Artist award at the 2005 GRAMMY® Awards. Their debut album, Songs about Jane, has spent 104 weeks on the Billboard 200 Chart and sold more than 8 million albums worldwide. Ken Hirai Ken Hirai’s soulful voice has cemented his position as one of Japan’s most popular male vocalists. His single “Close Your Eyes”—used as the theme song for the film Crying Out Love in the Center of the World in 2004—was one of a string of hits from his sixth album, SENTIMENTALovers, which sold 1.8 million units. Gretchen Wilson Gretchen Wilson’s Here for the Party, which was released in May 2004, was the top-selling debut album in any genre for the year. The artist won the 2005 GRAMMY® for Best Female Country Vocal Performance. Usher Usher’s Confessions, the world’s bestselling album in 2004, was honored with three awards at the 2005 GRAMMY® Awards. ORANGE RANGE Okinawa’s six-man pop-rock unit ORANGE RANGE has emerged in recent years as one of Japan’s most popular bands. The band has released several hit singles, including “Hana,” used as the theme song for the film Ima, Ai ni Yukimasu. Their second album, musiQ, sold 2.8 million units, putting ORANGE RANGE firmly among the top of the J-Pop scene. Seinfeld The first four seasons of Seinfeld, considered by many to be the best TV sitcom ever, were released on DVD by Sony Pictures Home Entertainment. Seinfeld has become one of the fastest selling TV titles on DVD ever. Jeopardy! Jeopardy! is a classic TV quiz show with a twist: the host provides the answers and the contestants must give the questions. Now in its 21st season, Jeopardy! remains the highest-rated quiz show on television, attracting 10 million viewers daily. 50 First Dates Adam Sandler continues to be one of Columbia Pictures’ most consistent and bankable stars. His 2004 romantic comedy 50 First Dates was a hit with audiences in movie theaters worldwide and was one of the studio’s most successful home entertainment titles this past year. Kung Fu Hustle Produced by Columbia Pictures Film Production Asia, Kung Fu Hustle has become one of Asia’s most successful local films of all time, grossing close to $70 million. It broke a number of records throughout Asia, including all-time biggest opening weekends in China, Hong Kong, Taiwan and Malaysia. Spider-Man 2 – Motion Picture © 2004 Columbia Pictures Industries, Inc. All rights reserved. Spider-Man Character ® & © 2004 Marvel Characters, Inc. All rights reserved. Hitch Will Smith’s romantic comedy Hitch was a breakout success around the world for Columbia Pictures in 2005, earning more than $359 million in ticket sales. Pictures Spider-Man 2 Columbia Pictures’ critically lauded blockbuster Spider-Man 2 was the No. 1 live action film of 2004, generating nearly $800 million in worldwide box office receipts. Spider-Man 2 opened at No. 1 in more than 70 territories around the globe. Sony Sony Corporation Corporation1717 SONY AR-E0629 Page 17 05.7.6, 2:25 PM Adobe PageMaker 6.0J/PPC MUSIC Sony Music Network is leading the evolution of network music services in Japan. Capitalizing on its digital network capabilities, on April 1, 2005, SMEJ established Sony Music Network Inc. The new company operates SMEJ’s Internet music distribution site, Sony Music Online Japan, a pioneering site that offers fee-based downloads of copyright-protected music, as well as music video clips and a wide range of other visual content. The online music download service market is expanding rapidly, and signs point to further growth as the number of Internet and advanced mobile phone users rises. This trend is signaling a crucial change in the way people enjoy music. By upgrading and strengthening its Internet music distribution services, Chaku-Uta® mobile phone master ringtone download service and other offerings, Sony Music Network aims to bring entertainment even closer to its customers. The company will also focus on developing new businesses in such areas as e-commerce and networkbased music and video promotions, with the aim of further maximizing its digital network capabilities. http://www.sony.net/music/ The creation of the SONY BMG joint venture enables the company to continue to invest aggressively in new talent and develop new musical content throughout its worldwide operations. During the year, successful artist development efforts delivered strong results from such artists as Anastacia, Ciara, Destiny’s Child, John Legend, Jennifer Lopez, Mario, Maroon 5, Britney Spears, Rod Stewart, Usher and Gretchen Wilson. At the 47th Annual GRAMMY® Awards ceremony, the newly combined company led the industry with a total of 28 GRAMMY® Awards in a wide range of genres, including R&B, pop, rock and country, with awards going to such artists as Alicia Keys, Usher, John Mayer, Los Lonely Boys and Gretchen Wilson. The merger also provided the company with the resources to continue to build on its position as a global leader in the growing online and mobile music markets. SONY BMG aggressively expanded its efforts in the mobile arena by establishing new relationships for the distribution of master ringtones, which are actual recordings that replace the standard mobile phone ringer, and ringback tones, which are recordings that take the place of the ringing sound callers traditionally hear when dialing. The company also entered into agreements with wireless carriers in Europe and Asia to facilitate the growth of 3G mobile services, which provide such features as full-length audio and video offerings. Master ringtones represented one of the largest areas of growth in wireless service, with a number of master ringtones achieving total sales of more than a million units during the fiscal year ended March 31, 2005. Even as the music company forged a wide range of new relationships for the digital distribution of its content, it also played an active role in the successful introduction of a new product designed to rejuvenate the traditional retail market. In the United States, SONY BMG led the music industry’s rollout of DualDisc, a new, two-sided, single-disc product that combines DVD video content and enhanced audio on one side, with a full-length audio album on the other. High-profile titles such as Omarion’s debut release O and Jennifer Lopez’s Rebirth were issued simultaneously on CD and DualDisc, with DualDisc accounting for well over 30% of weekly sales for both titles. Sony Music Entertainment Japan http://www.sonymusic.co.jp/ In the fiscal year ended March 31, 2005, a string of hits from leading artists, including ORANGE RANGE’s musiQ, Ken Hirai’s SENTIMENTALovers and Porno Graffitti’s PORNO GRAFFITTI BEST BLUE’S, contributed to sales of Sony Music Entertainment (Japan) Inc. (SMEJ). During the period, SMEJ continuously enjoyed the top share of the Japanese music market in terms of sales. At the 19th Japan Gold Disc Awards, ORANGE RANGE was named Artist of the Year, while releases by SMEJ artists garnered seven of 20 Japanese Rock and Pop Album of the Year awards. SMEJ also took steps to accelerate growth in its network service business. Downloads from SMEJ’s various services, including Chaku-Uta®, launched in 2002, and Chaku-Uta Full™ master ringtone download services, are currently in the order of 5.0 million per month, and SMEJ continues to enjoy the top share of this key market in terms of revenues. Sony will continue to grow its music business in Japan by developing new talent and providing exciting new recordings, while at the same time cultivating new ways of enjoying music that take advantage of technological advances. 18 Sony Corporation SONY AR-E0629 Page 18 05.7.6, 2:23 PM Adobe PageMaker 6.0J/PPC PICTURES http://www.sony.net/movies/ With a consistent and stable approach to its core businesses, SPE achieved record profitability in the fiscal year ended March 31, 2005. The year was filled with critical and commercial successes and further strengthened SPE’s position as a global leader in the entertainment industry. In calendar year 2004, the studio was No. 1 in theatrical market share in the United States for the second time in the past three years, and generated ticket sales in excess of $1 billion in each of the United States and international markets for the third year in a row, which set a company record. Leading the way was Spider-Man 2, which opened at No. 1 in the United States and 70 of the international territories in which it was released. The film has grossed nearly $800 million in worldwide box office revenue to date and won the Academy Award® for Best Achievement in Visual Effects. In addition, the studio experienced tremendous success with films such as Hitch and The Grudge. SPE continues to pursue a local language production and distribution strategy and achieved noteworthy results this year with the foreign language films The House of Flying Daggers and Kung Fu Hustle, which both enjoyed critical acclaim and box office success around the world. The strength and consistency of the film slate has translated into significant results in the home entertainment market, with Spider-Man 2 being this year’s top performer. In addition, the studio capitalized on content from Sony Pictures Television for DVD distribution, most notably Seinfeld, which has become one of the fastest selling television titles on DVD in history. Having digitized more film and television titles than any other studio, SPE is well positioned for continued success with emerging home entertainment formats, including the Universal Media Disc (UMD) used by Sony’s PlayStation Portable (PSP). As a result, PSP owners have the opportunity to watch some of SPE’s latest films, including Spider-Man 2, on a portable device. Sony Pictures Television International (SPTI) continued to pursue its branded international channel strategy with the launches of Animax India in July 2004 and AXN Germany in November 2004. To date, SPTI has formed or invested in approximately 40 international networks, which are available in more than 100 countries. Local Language Television Production The past decade has seen significant growth in demand for local language television content. To capitalize on this market trend, SPTI has steadily expanded its local language production capabilities in key markets around the world. With dedicated offices in France, Germany, Hong Kong, Miami (Latin America), the People’s Republic of China, Spain and the United Kingdom, SPTI manages the production of shows based on its popular game show formats, such as The Dating Game and The Newlywed Game, as well as scripted formats. The Nanny, for example, which ended production in the United States in 1999, is now enjoying success with localized versions in Greece, Russia, Turkey and Argentina. Today, SPTI is the global leader in local language production, with more than 9,000 episodes produced in over 30 countries. In fact, SPTI is the No. 1 independent comedy producer in Germany and produces more original programming in Russia than any other major Hollywood studio. In November 2004, SPTI formed the first fully government-approved television production joint venture in the People’s Republic of China. Sony Corporation 19 SONY AR-E0629 Page 19 05.7.6, 2:23 PM Adobe PageMaker 6.0J/PPC Financial Services http://www.sony.co.jp/money/ Sony Financial Holdings In April 2004, Sony established Sony Financial Holdings Inc. (SFH) to oversee the operations of Sony Life Insurance Co., Ltd. (Sony Life), Sony Assurance Inc. and Sony Bank Inc. With this move, SFH became Japan’s first financial holding company to integrate insurance and banking institutions under one umbrella. In the fiscal year ended March 31, 2005, its first year of operation, SFH strengthened tie-ups among the three companies in the provision and delivery of products and services, complementing the existing tie-ups in such areas as the provision of automobile insurance and group credit life insurance. In June 2004, Sony Bank launched sales of Sony Life’s pension insurance policies through its web site MONEYKit. In October 2004, Sony Assurance began to offer a fire insurance policy limited to customers taking out Sony Bank loans, while in December 2004 Sony Life’s highly trained life insurance professionals, Lifeplanners, began introducing Sony Bank’s housing loans. Recognizing the importance of maintaining financial soundness for the protection of policyholders and depositors, SFH took initiatives in reinforcing risk management and compliance systems for the entire SFH Group. In June 2004, SFH took steps to enhance Sony Bank’s financial condition, injecting into the bank ¥10.0 billion equity with the proceeds of a third-party allotment of SFH shares to Sony. In the fiscal year ending March 31, 2006, SFH will continue to reinforce the SFH Group’s synergies and bolster risk management and compliance systems, as well as prepare for its initial public offering, which is being targeted to occur within the fiscal year ending March 31, 2007. Sony Life Sony Life, by enforcing needs-based sales solutions through its Lifeplanners (sales employees) and Partners (independent agents), provides optimal protection that best matches the needs of each customer, as well as comprehensive after-sales services for policyholders. In May 2004, Sony Life introduced an optional feature for its existing family income insurance policy, covering death and serious disability, which expands coverage to include other specified disabilities and conditions requiring nursing care. Sony Life also enhanced its lineup of services with the launch of a special agreement exempting policyholders from future premium payments if they fall victim to any of three major illnesses—cancer, acute myocardial infarction and/or stroke—or develop certain disabilities, including conditions that necessitate nursing care. In the fiscal year ended March 31, 2005, Sony Life’s results continued to improve steadily. The amount of individual life insurance and annuity policies in force increased 6%, to ¥27,823.4 billion, and the solvency margin, which reflects a life insurance company’s ability to pay claims and other benefits in unforeseen events, was 1,317.1%, indicating an extremely high level of stability. Sony Assurance Sony Assurance has sold non-life insurance products using direct marketing via telephone and the Internet since its operations began. Sony Assurance offers risksegmented automobile insurance and medical insurance, and aims to provide carefully tailored policies with reasonable premiums. In the fiscal year ended March 31, 2005, Sony Assurance offered a new discount option to automobile insurance policyholders based on annually traveled distance, an 20 Sony Corporation SONY AR-E0629 Page 20 05.7.6, 2:21 PM Adobe PageMaker 6.0J/PPC example of risk segmentation. Policyholders can enjoy this option when their traveled distance does not exceed a specified annual limit, and apply a discount to the following year’s premiums, the size of which is based on the distance remaining under the limit. Sony Assurance also launched a new service that eliminates the requirement for policyholders to report to the insurance company and to pay extra premiums when they exceed the distance limit agreed to in the policy. In medical insurance, to respond to diversifying customer needs, Sony Assurance broadened the choice of coverage options for its whole-life insurance products and commenced sales of SURE Basic and SURE Wide in May 2005. In the fiscal year ended March 31, 2005, net premiums increased 18%, to ¥36.6 billion. The total number of automobile and cancer insurance policies in force surpassed 650,000. Sony Bank Sony Bank, founded as an Internet bank that provides asset management and other financial services to individual customers, has actively and inventively offered various new services. In June 2004, the New Zealand dollar was added to the foreign currency deposit transaction service line-up. The foreign currency deposit service is one of the bank’s main services. In addition, to support individual customers’ flexible investment activities, in December 2004 Sony Bank introduced limit order services as well as foreign currency time deposits with special agreements. In the fiscal year ended March 31, 2005, Sony Bank newly added 17 investment trusts to its investment trust business, bringing the total number of funds it handles to 40. Meanwhile, the bank successfully enhanced the features of its housing loan business in November 2004 by, among other things, developing a special arrangement that enables borrowers to partially set various fixed rates from time to time on their floating-rate loans. In the fiscal year ended March 31, 2005, deposits from customers in the banking business rose 44%, to ¥546.7 billion, and the balance of loans doubled to ¥126.3 billion. Additionally, the number of accounts at Sony Bank as of March 31, 2005, increased by 98,968, or 37%, to 367,748. eLIO card Sony Finance International Sony Finance International, Inc., is involved in credit card, e-commerce payment processing and leasing operations. In 2002, the company began issuing its eLIObranded cards, which were created specifically for Internet shopping and incorporated FeliCa, Sony’s contactless IC card technology. Efforts to increase the number of member merchants and affiliated partners are supporting steady growth in the total number of eLIO card members and the volume of transactions. As of March 31, 2005, Sony Finance International had issued approximately 750,000 eLIO cards and 900,000 conventional credit cards. Developed by Sony Finance International, eLIO is a simple and secure credit service. Card members place their card on an electronic reading device, instead of inputting personal identification numbers (PINs) or credit card numbers, removing the need to transmit such vital information over the Web. eLIO cards can be used for a variety of transactions, including shopping. They are compatible with the Edy prepaid e-money service operated by bitWallet, Inc., and also function as conventional Visa® cards. During the fiscal year, Sony Finance International launched eLIO Order, an easy-to-use service allowing card members to place orders and purchase products with their mobile phones*. * eLIO Order is available for NTT DoCoMo mobile phones that have been embedded with a chip based on FeliCa technology. Sony Corporation 21 SONY AR-E0629 Page 21 05.7.6, 2:21 PM Adobe PageMaker 6.0J/PPC Other Sony Communication Network Corporation (SCN) is primarily expanding the So-net Internet service in Japan. So-net presently provides Internet access and content services to approximately 2.45 million subscribers. The market for broadband Internet services continues to grow quickly. The domestic market for constant-connection broadband services—including asymmetric digital subscriber lines (ADSLs), fiber-to-the-home (FTTH) and cable television—exceeded 18 million subscribers in December 2004, according to Ministry of Internal Affairs and Communications statistics, and Internet users continue to join. In the fiscal year ended March 31, 2005, SCN sought to attract new subscribers by strengthening its broadband content services and adding personalized services, such as the customizable portal My So-net and the easy-to-use personal web site service, So-net Blog. To allow subscribers to use its network without worry, SCN was an early adopter of personal privacy policies, obtaining Privacy Mark* certification in November 1999. Two of SCN’s affiliates were listed on the Tokyo Stock Exchange Mothers market in the period under review. So-net M3, Inc., a consolidated subsidiary of SCN listed in September 2004, provides pharmaceutical marketing support services centered on m3.com, a portal for physicians in Japan. In May 2005, the subscriber base for m3.com reached 100,000, making it the largest in the country. DeNA Co., Ltd., an SCN equity-method affiliate listed in February 2005, offers e-commerce solutions, including Bidders, an auction and shopping site, and Mobaoku, an auction site for mobile phone users. To provide SCN with greater independence and more flexibility to adopt its own management structures and growth strategies, we are considering the possibility of pursuing an initial public offering of SCN’s common stock and delisting our subsidiary tracking stock. We believe this would allow SCN to achieve its full potential within the Sony Group. * Privacy Mark: Personal information management accreditation administered by the Japan Information Processing Development Corporation (JIPDEC). A 4 7 0 0 0 1 ( 0 3) 22 Sony Corporation SONY AR-E0629 Page 22 05.7.6, 2:21 PM Adobe PageMaker 6.0J/PPC R&D Strategies and Selection of Key Technological Fields Research and development (R&D) are vital to achieving the continuous innovation crucial to sustained corporate growth. After identifying key technological fields and R&D themes with the potential to deliver growth, Sony manages its R&D activities strategically to differentiate and increase the value-added components of its products and services. While Sony naturally directs efforts toward technologies that sustain and develop its current businesses, it also examines technologies that will create new markets and give consumers fresh lifestyle ideas. As we progress into the era of broadband networks, it is increasingly important to create environments that facilitate the enjoyment of high-definition (HD) images and other high-grade audiovisual content inside and outside the home. The key to realizing such environments is the home server, which is used to control both networked audiovisual equipment and the content recorded or purchased by the consumer. We recognize semiconductors, displays and storage technologies as essential to making home servers and the connected audiovisual equipment better, easier to use, and more feature-packed. Accordingly, we will concentrate our R&D activities on these three key technological fields for the foreseeable future. R&D Results for the Fiscal Year Ended March 31, 2005 Semiconductors Electronics products derive the majority of their value-added, advanced features from semiconductor devices. Accordingly, Sony has made semiconductor technologies a key focus and is active in semiconductor design and process technology research, as well as the development of high-performance, high-function devices closely linked to products. • Cell—The Next-Generation Processor At the International Solid-State Circuits Conference (ISSCC) in February 2005, the Sony Group, IBM Corporation and Toshiba Corporation revealed Cell, a high-performance processor under joint development since March 2001. Built on a revolutionary new multicore architecture, Cell features eight floating-point computing cores and a Powerbased processor core, achieving clock speeds exceeding 4GHz and supercomputer-level floating-point computing performance. We will incorporate Cell into next-generation audiovisual equipment, including computer entertainment systems, home servers and digital televisions. We also plan to continue developing this processor to achieve breakthrough advances in performance for real-time processing of rich media applications. Cell—the next-generation processor • 1080i Standard HD CCD Drawing on our proprietary imaging device technologies, we developed the first consumer-use HD charge-coupled device (CCD) capable of supporting 1080 interlaced (1080i) digital HD photography at a 16:9 aspect ratio.* In addition to paving the way for high-resolution imaging with a total count of 1.12 million pixels, the 1080i standard HD CCD attains excellent sensitivity and smear performances.** The new device is being incorporated into the HDR-FX1, the first consumer-use digital HD video camera recorder based on the 1080i standard. ** The aspect ratio is a display’s width-to-height ratio. ** Smear is the effect created when strong incident light, such as sunlight, strikes the CCD sensor, causing perpendicular white stripes to appear on the screen. Sony Corporation 23 SONY AR-E0629 Page 23 05.7.6, 2:20 PM Adobe PageMaker 6.0J/PPC Displays With the advent of HD broadcasting and Blu-ray Disc recorders for recording and playing back HD content, and of high-resolution digital still cameras and video cameras, Sony is developing the architecture that will allow people to enjoy and be entertained by the growing diversity of high-resolution content. To this end, we are using our proprietary know-how to advance display technologies and devices in the pursuit of “realism,” our concept of the ideal picture quality. • Triluminous Wide-Spectrum Backlit LED System We developed Triluminous, a wide-spectrum backlit light-emitting diode (LED) system, and used it in the QUALIA 005 LCD television, making the QUALIA 005 the first consumer-use LCD television with LED backlighting. By using independent panels for red, green and blue (RGB) signals, this backlit LED system achieves more realistic, wide-spectrum color reproduction than previous LCD television backlit systems. • GxL System Our new projection format, called the GxL (“G-by-L”) system, utilizes diffraction grating elements on the surface of a micro-electromechanical systems (MEMS) chip and primary color lasers to reproduce colors more faithfully than LEDs. The GxL system debuted in March 2005 at the Laser Dream Theater at the 2005 World Exposition in Aichi, Japan, projecting at high resolution onto an ultra-wide 2005-inch screen (approximately 10 meters high and 50 meters wide). Storage We are developing a range of backbone devices compliant with the Blu-ray Disc standard to complement our fast-track commercialization of Blu-ray Disc systems for HD image recording and playback. • Three-Wavelength Optical Recording/Playback Heads for Blu-ray Discs, DVDs and CDs Combining our extensive experience in semiconductor laser, surface mount and optical technologies, we developed a three-wavelength optical recording and playback head that supports Blu-ray Disc, DVD and CD playback with a single optical head. • Joint Development of Dual Wavelength Coupler for Red and Blue-Violet Lasers In collaboration with Nichia Corporation, we developed a dual wavelength coupler for the playback of DVD-format and blue-violet laser optical discs. It integrates two laser diodes for the different laser wavelengths, the respective pickup elements and the components for transmitting and receiving optical signals. Because prior systems relied on separate elements to support the different wavelengths, this coupler will help to simplify, miniaturize and lighten optical heads while making them more reliable. Dual wavelength coupler 24 Sony Corporation SONY AR-E0629 Page 24 05.7.6, 2:20 PM Adobe PageMaker 6.0J/PPC R&D Expenses for the Fiscal Year under Review R&D expenses for the fiscal year ended March 31, 2005, decreased 2.4%, to ¥502.0 billion, equivalent to 7.6% of net sales, excluding the Financial Services segment, compared with 7.5% of net sales the prior year. R&D expenses in the Electronics segment rose 0.8%, to ¥432.8 billion, while those in the Game segment declined 17.9%, to ¥68.5 billion. Approximately 62% of R&D expenses in the Electronics segment were allocated to prototype development and 38% to new, mid- to long-term technologies focusing primarily on semiconductors, communications, displays and next-generation optical disc technologies. Long-Term Research Fields In step with Moore’s Law,* semiconductor device development is evolving from the “micro” to the “nano”** level as techniques for fabricating and measuring are increasingly miniaturized. Miniaturization is expanding computing capacity, accelerating the transition to broadband networks, and stimulating the electrification and digitization of staggering volumes of information and content in the form of text, voice, still-image and video data. Accordingly, information technologies are transitioning from “giga” to “tera” and “peta.”** Advances in processors, storage, networks and software will drive massive changes in the computing environment, making it possible to run large-scale simulations and process rich media applications in real time on a daily basis, impossible until now because of a lack of computing power. In addition, Sony’s integration of recognition technologies with IT will render communication between humans and QRIO bipedal robot products/services more natural. In particular, it will enable the development of robots that are more human-friendly. We believe these technological trends will continue. Accordingly, in addition to R&D for traditional devices that are viewed and interacted with as collections of many molecules, atoms and electrons, we are starting to pursue research at a “nano-device” and “nano-electronics” level into the qualitative characteristics of small numbers of particles. Rather than relying solely on the top-down process represented by traditional semiconductor processes, the fabrication of nano devices will combine bottom-up processes in which the molecules align themselves. We are also venturing R&D expenses (Yen in billions) 600 into biotechnology and other areas, learning how to apply in our devices the qualities of DNA—the legacy of evolution—and mimic the elegantly elaborate formation of 514.5 1.7 450 443.1 1.3 61.5 83.4 502.0 0.7 68.5 protein molecules. We will continue R&D into these new technologies to facilitate their use in daily life and enable us to offer products, services and entertainment that improve the quality of life for people everywhere. 300 380.3 429.4 432.8 ** Moore’s Law is the principle that the data density of integrated circuits doubles every 18–24 months. ** Micro=one millionth, nano=one billionth, giga=1 billion, tera=1 trillion, peta=1 quadrillion (1,000 trillion) 150 0 2003 2004 The Sony Challenge: Seeing is Believing At Sony, our commitment to creating new visual experiences doesn’t stop at consumer electronics. In this special feature, we take a look at three applications of Sony technologies that underscore this statement: the Laser Dream Theater, which uses innovative technologies to offer images of unsurpassed beauty; Sony Pictures Imageworks, a visual effects and character animation leader; and CineAlta, a revolutionary digital movie production system. 2005 Our challenge is to continue developing technologies ■ Electronics ■ Game ■ Other like these, enabling us to offer innovative content and hardware that mean seeing really is believing. Sony Corporation 25 26 Sony Corporation R&D Expenses for the Fiscal Year under Review R&D expenses for the fiscal year ended March 31, 2005, decreased 2.4%, to ¥502.0 billion, equivalent to 7.6% of net sales, excluding the Financial Services segment, compared with 7.5% of net sales the prior year. R&D expenses in the Electronics segment rose 0.8%, to ¥432.8 billion, while those in the Game segment declined 17.9%, to ¥68.5 billion. Approximately 62% of R&D expenses in the Electronics segment were allocated to prototype development and 38% to new, mid- to long-term technologies focusing primarily on semiconductors, communications, displays and next-generation optical disc technologies. Long-Term Research Fields In step with Moore’s Law,* semiconductor device development is evolving from the “micro” to the “nano”** level as techniques for fabricating and measuring are increasingly miniaturized. Miniaturization is expanding computing capacity, accelerating the transition to broadband networks, and stimulating the electrification and digitization of staggering volumes of information and content in the form of text, voice, still-image and video data. Accordingly, information technologies are transitioning from “giga” to “tera” and “peta.”** Advances in processors, storage, networks and software will drive massive changes in the computing environment, making it possible to run large-scale simulations and process rich media applications in real time on a daily basis, impossible until now because of a lack of computing power. In addition, Sony’s integration of recognition technologies with IT will render communication between humans and QRIO bipedal robot products/services more natural. In particular, it will enable the development of robots that are more human-friendly. We believe these technological trends will continue. Accordingly, in addition to R&D for traditional devices that are viewed and interacted with as collections of many molecules, atoms and electrons, we are starting to pursue research at a “nano-device” and “nano-electronics” level into the qualitative characteristics of small numbers of particles. Rather than relying solely on the top-down process represented by traditional semiconductor processes, the fabrication of nano devices will combine bottom-up processes in which the molecules align themselves. We are also venturing R&D expenses (Yen in billions) 600 into biotechnology and other areas, learning how to apply in our devices the qualities of DNA—the legacy of evolution—and mimic the elegantly elaborate formation of 514.5 1.7 450 443.1 1.3 61.5 83.4 502.0 0.7 68.5 protein molecules. We will continue R&D into these new technologies to facilitate their use in daily life and enable us to offer products, services and entertainment that improve the quality of life for people everywhere. 300 380.3 429.4 432.8 ** Moore’s Law is the principle that the data density of integrated circuits doubles every 18–24 months. ** Micro=one millionth, nano=one billionth, giga=1 billion, tera=1 trillion, peta=1 quadrillion (1,000 trillion) 150 0 2003 2004 The Sony Challenge: Seeing is Believing At Sony, our commitment to creating new visual experiences doesn’t stop at consumer electronics. In this special feature, we take a look at three applications of Sony technologies that underscore this statement: the Laser Dream Theater, which uses innovative technologies to offer images of unsurpassed beauty; Sony Pictures Imageworks, a visual effects and character animation leader; and CineAlta, a revolutionary digital movie production system. 2005 Our challenge is to continue developing technologies ■ Electronics ■ Game ■ Other like these, enabling us to offer innovative content and hardware that mean seeing really is believing. Sony Corporation 25 26 Sony Corporation Laser Dream Theater Size: 34 x 6 x 2mm GxL device Magnified image of surface Size: 25 microns GxL System GxL color reproduction spectrum HDTV color reproduction specifications Spectrum locus CIE 1931 chromaticity diagram (xy chromaticity diagram) GxL Color Reproduction Sony’s GxL display technology offers images like none ever seen before. At the 2005 World Exposition in Aichi, Japan, Sony is presenting the Laser Dream Theater, where high-quality images are projected with lasers onto one of the world’s largest screens. The ultra-wide, 2005-inch screen is big enough to show even a whale in life-size proportions, or display the skyline at dusk over the savanna with such realism that you believe the real thing is right before your eyes. Behind this amazing performance is the GxL (“G-by-L”) system under development at Sony. GxL is a projection system that combines our proprietary high-output laser technologies and cutting-edge micro-electromechanical systems (MEMS). By using red, green and blue (RGB) lasers, it is able to more than double the vividness of color produced in cathode-ray tube (CRT) televisions. For example, only the GxL system can faithfully reproduce the brilliant deep blue of the earth as shown at the end of Laser Dream Theater’s Morpho menelaus © Clive S. Pratt– presentation—the same hue as found on the wings of the Morpho The Insect Company butterfly (morpho menelaus) dwelling in the Amazon. The Laser Dream Theater brings together multiple Sony Group technologies, from those used in content planning around the Expo’s theme, “Nature’s Wisdom,” to those used in filming, music scores and image projection. A specially developed camera system was used to film the images, which entered a single lens and were simultaneously recorded onto three Hi-Vision video system HDCAM-SRs. Sony Music Entertainment Japan also produced the high-fidelity music flowing from the 86 speakers installed in the theater. Gathering the best in technology, Sony overcame numerous difficulties to realize its dream of delivering high-quality, beautiful imagery never before seen on so gigantic a screen. In pursuit of achievements like this, we will continue to follow our dreams and curiosity to bring wonder and delight to people worldwide. Naoya Eguchi General Manager, Laser & Optics Development Department, Photonics Development Division, Core Technology Development Group, Micro Systems Network Company, Sony Corporation It was the summer of 2002 when I first heard about Sony’s plans to participate in the World Exposition. About the only thing decided then was that we would try to create a 2005-inch screen to honor the year of the Expo. At the time, the GxL prototype could only project up to 200 inches, so there was a more than tenfold discrepancy between that and the 2005-inch goal. Nevertheless, a passion burned within us to create a laser display, a so-called “dream display,” with our own hands. We managed to overcome many obstacles in an amazingly short period to develop brand-new blue and green lasers. The human optic nerve is constituted so it can respond to the three additive primary colors—red, green and blue. The GxL system uses single wavelength RGB lasers with outstanding color purity, enabling it to reproduce the same colors as in real objects. The beauty it produces far exceeded even my own expectations. When you look at the real world through a 2005-inch screen like some huge window, you can’t help but feel a sense of wonder and excitement. Sony Corporation 27 SONY AR-E0629 Page 27 05.7.6, 2:19 PM Adobe PageMaker 6.0J/PPC Spider-Man 2 – Motion Picture © 2004 Columbia Pictures Industries, Inc. All rights reserved. Spider-Man Character ® & © 2004 Marvel Characters, Inc. All rights reserved. Sony Pictures Imageworks (Imageworks) is driven by challenge. Imageworks is an Academy Award®-winning global leader in visual effects and character animation because it meets the creative and technical demands presented by some of the world’s preeminent, most cutting-edge filmmakers, who themselves are challenged by an increasingly sophisticated worldwide audience. Its success stems from a commitment to combining world-class artists and leading-edge technology. Jay Redd Visual Effects Supervisor, Sony Pictures Imageworks My job is to work with the director and From left: Senior Visual Effects Supervisor John Dykstra, Visual Effects Supervisor Scott Stokdyk, Special Effects Coordinator John Frazier and Animation Supervisor Anthony LaMolinara celebrate the Academy Award® for Best Achievement in Visual Effects backstage at the Awards. production designers at the beginning of a film and determine how to best “realize” the conceptual ideas and bring the fantasy world to life. The director just has to say, “I want to do this.” Then, it’s our job Carlo Allegri/GettyImages. Oscar statuette © A.M.P.A.S.® Sony Pictures Entertainment Inc. (SPE) established Imageworks in 1992, initially to to figure out how to do it. We have to assist filmmakers in planning complex stunt sequences using computer-generated decide how to shoot it, what kind of (CG) imagery. SPE management recognized the importance of digital production as technologies to use, what kinds of com- filmmaking became more dependent on visual effects. Imageworks’ services are puters, software and talent we need and available to other studios in the motion picture industry and are the choice for leading what kind of casting of visual effects art- filmmakers. Some of Hollywood’s most notable films featuring the company’s visual ists is necessary. I think the challenge is effects and animation include Bewitched, The Aviator (Miramax), The Polar Express to continue making effects that are truly (Warner Bros.), Bad Boys II, Spider-Man and Spider-Man 2, Big Fish, The Matrix magical and draw the audience into the Revolutions (Warner Bros.), The Haunted Mansion (Disney), Seabiscuit (Universal), experience so they forget they are in a The Lord of the Rings: The Two Towers (New Line), Stuart Little and Stuart Little 2, movie theater or watching TV. The Matrix Reloaded (Warner Bros.), Harry Potter and the Sorcerer’s Stone (Warner Bros.), Cast Away (Fox/DreamWorks) and Charlie’s Angels. 28 Sony Corporation SONY AR-E0629 Page 28 05.7.6, 2:19 PM Adobe PageMaker 6.0J/PPC Spider-Man 2, winner of the 2005 Academy Award® for Best Achievement in Visual Effects, demonstrated Imageworks’ drive to surpass its previous accomplishments— a challenge of the highest order. In Spider-Man 2, the hero gets up close and personal with the tentacled villain, Doctor Otto Octavius—“Doc Ock.” Spider-Man engages in extensive hand-to-hand combat with both real and virtual versions of Doc Ock, which required complex and detailed CG versions of both characters. The reality of SpiderMan’s moves and reactions to attacks and blows from Doc Ock’s tentacles required Jerome Chen a complete rethinking of the Spider-Man character, with even higher expectations for Senior Visual Effects Supervisor, the animators. Both digital characters showcased the state of the art in digital humans, Sony Pictures Imageworks with lifelike movement and appearance, especially in the rendering of skin, hair and I help filmmakers tell their stories. Often fabric. In the original Spider-Man, both the title character and the villain were masked. the success of their story requires some- In Spider-Man 2, we see their individual faces close up, which required the development thing that hasn’t been done before. My of a new CG skin technology pipeline. job is to figure out how to do it, ignoring that at first glance it might seem impossible. This was the case last year with The Polar Express. Film director Robert Zemeckis was determined to faithfully bring the visual style of the popular children’s book to the big screen. He didn’t see it as a live-action film, but he also didn’t want to create the movie with conventional animation. What he wanted was something in between, a technique that would transform an actor’s performance into a digital character. When faced with a daunting challenge, I usually think of what would be the most simple and intuitive approach. With The Polar Spider-Man 2 – Motion Picture © 2004 Columbia Pictures Industries, Inc. All rights reserved. Spider-Man Character ® & © 2004 Marvel Characters, Inc. All rights reserved. Express, I thought the simplest way to get the best result was to capture the details of the actor’s face and body at the same time. We developed a new performance-capture technique called Imagemotion, in which the complete performance is captured together and later integrated by our digital artists into the CG characters and environments. The process also enabled Zemeckis to stage his scenes with multiple actors, A detailed digital city in Spider-Man 2, far more extensive than anything seen in Spider-Man, enabled the filmmakers to stage scenes across an urban landscape. This was most spectacularly revealed in the scenes in which Spider-Man flies through the city and throughout a sequence where fully digital characters Spider-Man and Doc Ock fight onboard a speeding train. all of whom could be performancecaptured simultaneously. Scenes could be played just as they would in live action, with all of the spontaneity and energy that comes with a live performance. What was simple to conceive was incredibly difficult to accomplish, but the results opened the door to a new way of making movies. Sony Corporation 29 SONY AR-E0629 Page 29 05.7.6, 2:19 PM Adobe PageMaker 6.0J/PPC For more than a decade, Imageworks has challenged itself to build on its own capabilities and expand the creative palette. Imagemotion™, a new proprietary technology developed by Imageworks, enables live-action filmmakers to work in an all-CG environment while using all of their familiar moviemaking tools. Imagemotion allows for the simultaneous recording of face and body performance data by multiple live actors and the application of that data to create CG images and camera movements. Imageworks pioneered the Imagemotion process in its groundbreaking work Jill Culton on Robert Zemeckis’s The Polar Express, and is currently using Imagemotion on Director, Sony Pictures Animation Columbia Pictures’ Monster House and Beowulf. I’m very proud to be directing Sony The promise of all-CG animation inspired Imageworks to test itself by indepen- Pictures Animation’s first feature film, dently producing The ChubbChubbs!, which ultimately won the Academy Award® for Open Season. Directing an animated film Best Animated Short in 2003. The establishment of Sony Pictures Animation to presents many challenges, but ultimately produce all-CG animated motion pictures presents Imageworks with its next chal- I feel it’s my job to tell a great story. We lenge. Sony Pictures Animation’s first two feature films, Open Season and Surf’s Up, strive to develop a story with humor, are now in production. emotion and a cast of endearing characters. At the same time, we have to think about the look and style of the picture. On Open Season, we’re going for a graphic, stylized look. I really want the audience to have the feeling you get when you’re in the woods for the first time and your senses are overwhelmed by the magnificence around you. One of The ChubbChubbs! won the Academy Award® for Best Animated Short in 2003. © 2002 Sony Pictures Imageworks. All rights reserved. the things we did to achieve this look was to develop new technology to create water that has the correct reflective characteristics and volume. In creating characters, expression is essential. Today, we’re able to create expression with infinite detail, closely mirroring the range of motion and expression that we’re accustomed to seeing in life. The wink of an eye, the curve of a smile, the furrow of a brow all contribute to the performance. For directors, this is Open Season will be the first feature length animated film from Sony Pictures Animation. It is the story of a 900 pound domesticated grizzly bear and a scrawny, one-horned mule deer, stranded together in the woods during hunting season. They must work together to rally the animals of the forest and turn the tables on the hunters. Open Season is scheduled to be released in fall 2006. an exciting advancement because the expression we imagine can be seen on the screen. © 2005 Sony Pictures Animation. All rights reserved. 30 Sony Corporation SONY AR-E0629 Page 30 05.7.6, 2:18 PM Adobe PageMaker 6.0J/PPC Cinema’s Digital Revolution Director George Lucas on the set of Star Wars Episode II: Attack of the Clones Rick McCallum Producer, Lucasfilm Ltd. Let me be blunt. We simply could not have made Star Wars Episode III without the help of Sony and their development of the HDCAM-SR 4:4:4 camera and recording system. Since we have gone to a completely digital pipeline, another world has opened up to us. George Lucas and I are very passionate about digital filmmaking, and all of us at Lucasfilm appreciate the contribution CineAlta has made to our work. The two main ways it has impacted our work has been in allowing us to be more creative and increasing our workflow efficiency. For example, we can instantly access footage we have just shot, which helps not only the director, but the cast as well. This, coupled with longer recording times, helps us keep the production moving at a fast pace without losing momentum for camera reloads. Additionally, digital shooting allows us to go into post production, not only off-line but even online without any chemical processes like telecine, film scanning and color timing, which increases our production efficiency dramatically. I believe that digital acquisition gives us a significant advantage. It really is a shame that very few people can enjoy our movies in theaters at the same quality level in which we shoot them. Someday when the entire process is digital, including the elusive final link of theatrical distribution, moviegoers will get to see films the way they were meant to be seen. That will be a great day, and one that Sony will have made a major contribution to. The CineAlta professional movie production system, a high-definition video format (HDCAM 24P), has introduced a revolutionary new movie production process that employs digital technologies while recording on tape to achieve the realism of film imaging. CineAlta, which takes its name from “cinema” and “alta,” the Spanish word for high, uses the same frame rate, 24 frames per second, as conventional movie films and achieves the same color and texture quality. The CineAlta project team, formed in 1998, succeeded in commercializing CineAlta in merely one and a half years. The CineAlta system was used to shoot the entire 2002 blockbuster Star Wars Episode II: Attack of the Clones, as well as 2005’s sequel Star Wars Episode III: Revenge of the Sith. The more recent film used the upgraded CineAlta RGB444 system, which has RGB color reproduction capabilities that deliver even greater realism. Sony Electronics Inc. and Panavision Inc. jointly received a 2004 Primetime Emmy Engineering Award from the Academy of Television Arts & Sciences for the Panavised F900 HD 1080/24P CineAlta camcorder. The Panavised F900 has become the new standard for documentary and independent moviemakers as the world’s first digital 24P imaging system. It incorporates high-quality From left: Noritaka Miyaji and Kiyoshi optics and cutting-edge digital processing and Yamauchi (Professional Solutions Network recording technologies in a single package. Company, Sony Corporation) and Yasuhiko Mikami (Sony Electronics Inc.) celebrate as co-recipients of the 2004 Primetime Emmy Engineering Award. Sony’s 4K SXRD projector heralds new advances in digital cinema. At Sony, we were not content to stop at modernizing film production. We pressed on with the development of digital cinema, in which movies are both recorded and projected digitally. In 2005, we successfully commercialized and launched the industry’s first “4K” digital projector. The 4K projector is a digital cinema projector incorporating a 4K Silicon X-tal (“crystal”) Reflective Display (SXRD) device, which produces high-resolution 8.85-megapixel images, four times sharper than those of current high-definition televisions. With the advent of our digital projector, movies can be presented in theaters with virtually no degradation in quality from when they are recorded. Quality does not diminish with repeated use, leading to significant time and cost savings. James Cameron, renowned director of Titanic, shot the 3-D feature Ghosts of the Abyss using a CineAlta system in a special housing. Diving 3,650 meters in a deep-sea submersible to explore the Titanic, Cameron’s crew penetrated the interior of the sunken liner to capture scenes never before witnessed by the living. A still from the film Ghosts of the Abyss directed by James Cameron and used with the permission of Walden Media, LLC. Sony Corporation 31 SONY AR-E0629 Page 31 05.7.6, 2:17 PM Adobe PageMaker 6.0J/PPC Corporate Governance/New Directors and Corporate Executive Officers Sony follows the “Company with Committees” corporate governance system under the Japanese Commercial Code, under which the Board of Directors maintains an important oversight role separate from the executive function and delegates broad authority to the Corporate Executive Officers to run the company’s affairs. This separation of functions allows for sound and transparent management as well as swift and dynamic decision making in a rapidly changing environment. Governance Structure As statutory decision-making bodies, Sony has established the Board of Directors, three Board committees (the Nominating Committee, Audit Committee and Compensation Committee) and the Corporate Executive Officers. In addition to those statutory bodies, Sony has Corporate Executives who carry out business operations within specific areas. The primary roles of each body are set out below. Board of Directors 1. Determines the fundamental management policies of the Sony Group 2. Oversees the management of Sony Group’s business operations 3. Determines Directors who comprise the statutory committees 4. Appoints and dismisses Corporate Executive Officers Statutory Committees Nominating Committee: Audit Committee: Proposes the appointment and dismissal of Directors Audits the execution of duties by Directors and Corporate Executive Officers with regard to financial statements, disclosure controls and procedures, internal controls, compliance structure, risk management structure, internal audit structure, whistleblower protections and other matters; proposes appointment/ dismissal of, approves the compensation of, oversees and evaluates Sony’s independent auditors. Compensation Committee: Determines remuneration for individual Directors, Corporate Executive Officers, Corporate Executives and Group Executives. Corporate Executive Officers Make decisions regarding the execution of Sony Group business activities within the scope of the authority delegated to them by the Board of Directors. Corporate Executives Carry out business operations within specific areas, including business units, research and development and/or head office functions, in accordance with the fundamental policies determined by the Board of Directors and the Corporate Executive Officers. Sony Initiatives To strengthen governance beyond Commercial Code requirements, Sony has added several provisions to its Regulations of the Board of Directors to ensure the separation of the Board of Directors from the execution of business activities, and to advance the proper functioning of the statutory committees. The main provisions are as follows: • Separating the roles of the Board chairman/vice chairman and Representative Corporate Executive Officers • Limiting the number of terms outside Directors may serve and rotating committee membership • Appointing chairmen of statutory committees from the ranks of outside Directors • Instituting qualifications for director candidates aimed at eliminating conflicts of interest and ensuring independence • Raising the minimum number of Nominating Committee members (five or more), prohibiting the appointment of the CEO or COO of Sony Group (or person at any equivalent position) to the Compensation Committee, and discouraging the concurrent appointment of Audit Committee members to other committees Meeting Record During the year ended March 31, 2005, the Board of Directors convened seven times. The Nominating Committee met seven times, the Audit Committee 15 times, and the Compensation Committee seven times. 32 Sony Corporation SONY AR-E0629 Page 32 05.7.6, 2:17 PM Adobe PageMaker 6.0J/PPC Structure of Sony Corporate Governance System Supervision Board of Directors Determination of fundamental management policies for the Sony Group Oversight of management of Sony Group’s business operations Determination of Directors organizing each committee Appointment and dismissal of Corporate Executive Officers Chairman of the Board: Yotaro Kobayashi* Sir Howard Stringer Ryoji Chubachi Katsumi Ihara Akishige Okada* Hirobumi Kawano* Yotaro Kobayashi* Sakie T. Fukushima* Yoshihiko Miyauchi* Yoshiaki Yamauchi* Sir Peter Bonfield* Fueo Sumita* Göran Lindahl Vice Chairman of the Board: Hirobumi Kawano* Sony Corporation Chairman and Chief Executive Officer Sony Corporation President and Electronics CEO Sony Corporation Executive Deputy President and NC President, Home Electronics Network Company Chairman of the Board (Representative Director), Sumitomo Mitsui Financial Group, Inc. Chairman of the Board (Representative Director), Sumitomo Mitsui Banking Corporation Senior Vice President, JFE Steel Corporation Chairman of the Board, Fuji Xerox Co., Ltd. Representative Director & Regional Managing Director— Japan, Korn/Ferry International Member of the Board, Korn/Ferry International, U.S.A. Director, Representative Executive Officer, Chairman and Chief Executive Officer, ORIX Corporation Director, Sumitomo Mitsui Financial Group, Inc. Member of the Board, Telefonaktiebolaget LM Ericsson Chief of Sumita Accounting Office Sony Corporation Nominating Committee Proposes the appointment and dismissal of Directors Yotaro Kobayashi* (Chairman) Hirobumi Kawano* Akishige Okada* Sir Howard Stringer Ryoji Chubachi Audit Committee Compensation Committee Audits the execution of duties by Directors and Corporate Executive Officers with regard to financial statements, disclosure controls and procedures, internal controls, compliance structure, risk management structure, internal audit structure, whistleblower protections and other matters; proposes appointment/dismissal of, approves the compensation of, oversees and evaluates Sony’s independent auditors. Determines remuneration for individual Directors, Corporate Executive Officers, Corporate Executives and Group Executives. Akishige Okada* (Chairman) Yoshihiko Miyauchi* Göran Lindahl Yoshiaki Yamauchi* (Chairman) Sakie T. Fukushima* Fueo Sumita* * An outside director appointed in accordance with Paragraph 2, Subsection 7, Section 2, Article 188 of the Commercial Code. Execution Corporate Executive Officers Execution of Sony Group Business activities within the scope of authority delegated by the Board of Directors Representative Corporate Executive Officers: Sir Howard Stringer** Chairman and Chief Executive Officer Ryoji Chubachi** President and Electronics CEO Katsumi Ihara** Executive Deputy President and NC President, Home Electronics Network Company Corporate Executive Officers: Nobuyuki Oneda Executive Vice President and Chief Financial Officer Keiji Kimura Executive Vice President and Officer in Charge of Technology Strategies NC President, Information Technology & Communications Network Company Nicole Seligman Executive Vice President and General Counsel Yutaka Nakagawa Executive Vice President and NC President, Personal Audio Visual Network Company ** Concurrently serving as Director. New Directors and Corporate Executive Officers as of June 22, 2005 Sony Corporation 33 SONY AR-E0629 Page 33 05.7.6, 2:16 PM Adobe PageMaker 6.0J/PPC Corporate Social Responsibility Sony CSR Report 2005 Please refer to the Sony CSR Report for full details of our CSR activities. http://www.sony.net/csr/ The Sony CSR Policy and Activities The core responsibility of the Sony Group to society is to pursue enhancement of corporate value through innovation and sound business practices. The Sony Group recognizes that its businesses have direct and indirect impact on the societies in which it operates. Sound business practice requires that business decisions give due consideration to the interests of Sony’s stakeholders, including shareholders, customers, employees, suppliers, business partners, local communities and other organizations. To ensure our ability to continue fulfilling our fundamental social responsibility, we are acting on a number of fronts. These include strengthening our corporate governance, compliance and quality management systems, as well as maintaining sound labor and employment practices and a healthy working environment, conserving the environment (mainly through reducing greenhouse gases emissions, raising resource productivity and improving chemical substance management), and contributing to our communities through social contribution programs. Compliance System Improvements We have established the Sony Group Code of Conduct and have introduced it at all Group companies with the objective of reinforcing Sony’s commitment to integrity, corporate governance, legal and regulatory compliance and ethical business practices. In addition, we have set up the Sony Group Compliance Hotline, an internal tool designed to provide each employee with a means of reporting any perceived violation of law, regulation or internal company rule or policy, or to raise concerns about any such matters. Through our global network of Regional Compliance Offices, we are continually working to strengthen our compliance system throughout the Sony Group. Sony Group Compliance Network Corporate Executive Officer in Charge of Compliance Compliance Office *1 East Asia *2 Pan-Asia *3 Regional Compliance Offices Americas Europe Japan Compliance Officer Compliance Officer Compliance Officer Compliance Officer Compliance Officer Regional Subsidiaries Subsidiaries in the Americas Subsidiaries in Europe Subsidiaries in Japan Subsidiaries in East Asia Subsidiaries in Pan-Asia *1. Responsible for Japan, South Korea and Taiwan *2. Responsible for Mainland China and Hong Kong *3. Responsible for Southeast Asia, the Middle East, Africa and Oceania Socially Responsible Investing Sony’s efforts to be socially responsible are recognized worldwide with its inclusion in such leading indices as the Dow Jones Sustainability Indexes (as of April 1, 2005). Dow Jones Sustainability Indexes Jointly developed by Dow Jones Indexes (United States), STOXX Limited (Switzerland) and the SAM Group (Switzerland) 34 Sony Corporation FTSE4Good Global 100 Index Developed by the FTSE Group, a Financial Times Ltd. (United Kingdom) and London Stock Exchange plc joint venture Financial Section Contents Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Five-Year Summary of Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 Quarterly Financial and Stock Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 Segment Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Consolidated Statements of Changes in Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83 Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129 Sony Corporation 35 BH6/30 Page 35 05.7.7, 3:35 AM Adobe PageMaker 6.0J/PPC Operating and Financial Review and Prospects Sony Corporation and Consolidated Subsidiaries OPERATING RESULTS Operating Results for the Fiscal Year Ended March 31, 2005 left the company primarily through early retirement programs. For more detailed information about restructuring, please refer compared with the Fiscal Year Ended March 31, 2004 to Note 25 of Notes to the Consolidated Financial Statements. OVERVIEW After translation of Sony’s financial results into yen (the currency in ■ ELECTRONICS Restructuring charges in the Electronics segment for the fiscal which Sony’s financial statements are prepared), in accordance with Generally Accepted Accounting Principles in the U.S. (“U.S. year ended March 31, 2005 were 81.8 billion yen, compared to 143.3 billion yen in the previous fiscal year. Of these restructuring GAAP”). Sony’s sales and operating revenue (“sales”) for the fiscal year ended March 31, 2005 decreased 4.5 percent compared charges, restructuring charges of 2.1 billion yen and 1.1 billion yen, for the years ended March 31, 2004 and 2005, respectively, with the previous fiscal year. On a local currency basis (regarding references to results of operations expressed on a local currency were recorded in the non-Japan based disc manufacturing and physical distribution businesses, formerly included within the basis, refer to “Foreign Exchange Fluctuations and Risk Hedging” below), sales for the fiscal year decreased approximately 3 per- Music segment but reclassified to the Electronics segment. See Note 25 of Notes to the Consolidated Financial Statements for cent. This decrease is mainly due to the fact that, as of August 1, 2004, the sales of Sony’s overseas recorded music business more information on this reclassification. In the fiscal year ended March 31, 2004, Sony made a are no longer recorded within Sony’s consolidated sales as a result of the establishment of SONY BMG MUSIC ENTERTAINMENT decision to shut down certain TV display CRT manufacturing operations in Japan to rationalize production facilities and (“SONY BMG”), which is accounted for by the equity method, through the merger of Sony’s overseas recorded music business downsize its business, due to a contraction in the market as a result of a shift in demand from CRT televisions to plasma and with Bertelsmann AG’s recorded music business, and a change in the method of recognizing insurance premiums received on liquid crystal display (“LCD”) panel televisions. In the year ended March 31, 2005, as part of this restructuring program, Sony certain products at Sony Life Insurance Co., Ltd. (“Sony Life”), as of the third quarter beginning October 1, 2003, from being recorded a non-cash impairment charge of 7.5 billion yen for the CRT TV display manufacturing facilities located in Europe. The recorded as revenues to being offset against the related provision for future insurance policy benefits. impairment charge was calculated as the difference between the carrying value of the asset group and the present value of Operating income increased 15.2 percent compared with the previous fiscal year. On a local currency basis, operating income estimated future cash flows. The charge was recorded in loss on sale, disposal or impairment of assets, net in the consolidated increased approximately 26 percent compared with the previous fiscal year. In addition to a decrease in restructuring charges statements of income. In addition to the above restructuring efforts, Sony undertook compared to the previous fiscal year, several segments experienced an improvement in profitability such as the Pictures several headcount reduction programs to further reduce operating costs in the Electronics segment. As a result of these pro- segment, where Spider-Man 2 was a significant contributor, and the Music segment, where several best-selling albums and grams, Sony recorded restructuring charges of 50.3 billion yen for the fiscal year ended March 31, 2005, and these charges singles in Japan contributed to improved profitability. On the other hand, the Electronics segment, where the cost of sales were included in selling, general and administrative expenses in the consolidated statements of income. These staff reductions ratio deteriorated due to pricing pressures, and the Game segment, where there was a decrease in hardware sales, were achieved worldwide mostly through the implementation of early retirement programs. The remaining liability balance as of both experienced deteriorated profitability. March 31, 2005 was 14.0 billion yen and will be paid through the fiscal year ending March 31, 2006. Sony will continue seek- RESTRUCTURING In the fiscal year ended March 31, 2005, Sony recorded restruc- ing the appropriate headcount level to optimize the workforce in the Electronics segment. turing charges of 90.0 billion yen, a decrease from the 168.1 billion yen recorded in the previous fiscal year. The primary restruc- ■ MUSIC turing activities were in the Electronics and Music segments. Of the total 90.0 billion yen, Sony recorded 53.6 billion yen in Restructuring charges in the Music segment, including at Sony Music Entertainment (Japan) Inc. (“SMEJ”), for the fiscal year personnel related costs. This expense was incurred because 12,000 people, mainly in Japan, the U.S. and Western Europe, ended March 31, 2005 were 3.8 billion yen, compared to 9.9 billion yen in the previous fiscal year. 36 Sony Corporation BH6/30 Page 36 05.7.7, 3:35 AM Adobe PageMaker 6.0J/PPC Due to the continued contraction of the worldwide music market caused by slow worldwide economic growth, the and “other operating revenue” portions of consolidated sales and operating revenue, and excludes Financial service revenue. saturation of the CD market, the effects of piracy and other illegal duplication, parallel imports, pricing pressures and the This is because Financial Service expenses are recorded separately from cost of sales and selling, general and adminis- diversification of customer preferences, Sony has been actively repositioning the Music segment for the future by looking to trative expenses. Furthermore, in the analysis of cost of sales, including research and development costs, to sales, only “net create a more effective and profitable business model. As a result, the Music segment has undertaken a worldwide restruc- sales” are used. This is because cost of sales is an expense associated only with net sales. The calculations of all ratios turing program since the fiscal year ended March 31, 2001 to reduce staffing and other costs through the consolidation and below that pertain to business segments include intersegment transactions.) rationalization of facilities worldwide. During the fiscal year ended March 31, 2005, in continuation of the worldwide restructuring program and in connection with the merger of its recorded music business into a joint venture with Sales and operating revenue and operating income (Yen in billions) (Yen in billions) 8,000 800 charges exclude restructuring charges that were recorded in the non-Japan based disc manufacturing and physical distribution 6,000 600 businesses that were formerly included in the Music segment but have now been reclassified to the Electronics segment. Restruc- 4,000 400 Bertelsmann AG, Sony recorded restructuring charges totaling 3.0 billion yen within the Music segment. These restructuring turing activities included the shutdown of certain distribution operations after the establishment of the recorded music joint venture with Bertelsmann AG as well as the further rationalization of overhead functions through staff reductions. The restructuring charges consisted of personnel related costs of 0.9 billion yen and other related costs of 2.1 billion yen. These charges are included in selling, general and administrative expenses in the consolidated statements of income. Positions were eliminated 2.5% 2,000 1.3% 0 2003 2004 1.5% 200 2005 0 ■ Sales and operating revenue (left) ■ Operating income (right) ● Operating margin *Years ended March 31 across various employee levels, business functions, operating units, and geographic regions during this phase of the worldwide COST OF SALES AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES restructuring program. Cost of sales for the fiscal year ended March 31, 2005 decreased by 58.1 billion yen, or 1.1 percent, to 5,000.1 billion yen com- OPERATING PERFORMANCE pared with the previous fiscal year, but increased from 73.5 percent to 76.2 percent as a percentage of sales. Year on year, Yen in billions Years ended March 31 Percent change 2004 2005 2005/2004 Sales and operating revenue . . 7,496.4 7,159.6 Operating income . . . . . . . . . . 98.9 113.9 +15.2 Income before income taxes . . 144.1 157.2 +9.1 affiliated companies . . . . . . . . 1.7 29.0 +1,594.2 Net income . . . . . . . . . . . . . . . 88.5 163.8 +85.1 –4.5% Equity in net income of SALES Sales for the fiscal year ended March 31, 2005 decreased by 336.8 billion yen, or 4.5 percent, to 7,159.6 billion yen compared with the previous fiscal year. A further breakdown of sales figures is presented under “Operating Performance by Business Segment” below. (“Sales” in this analysis of the ratio of selling, general and administrative expenses to sales refers only to the “net sales” the cost of sales ratio rose from 78.9 percent to 81.8 percent in the Electronics segment and increased from 70.1 percent to 73.0 percent in the Game segment. On the other hand, the cost of sales ratio decreased from 58.5 percent to 57.2 percent in the Music segment and improved in the Pictures segment from 60.0 percent to 58.7 percent. In the Electronics segment, there was a deterioration in the cost of sales ratio particularly within the CRT television, portable audio, DVD recorder (including PSX) and video camera businesses. In the Game segment, there was an increase in the cost of sales ratio as a result of costs associated with both the launch of the PlayStation Portable (“PSP”) and the changeover to the new PlayStation 2 (“PS2”) model. The cost of sales ratio in the Music segment improved due to the establishment of SONY BMG which is accounted for under the equity method resulting in a higher percentage of sales being derived from SMEJ which benefited from the contribution of greatest hits Sony Corporation 37 BH6/30 Page 37 05.7.7, 3:35 AM Adobe PageMaker 6.0J/PPC album sales. In the Pictures segment, the cost of sales ratio also improved primarily due to the substantial contribution from advertising and publicity expenses for the fiscal year decreased by 51.6 billion yen compared to the previous fiscal year. This Spider-Man 2. Personnel related costs included in cost of sales decreased was primarily due to the fact that advertising and publicity expenses that were recorded in the Music segment decreased by 52.5 billion yen compared with the previous fiscal year, primarily within the Electronics segment. due to the establishment of SONY BMG and a reduction in advertising and publicity expenses in the Pictures segment. Research and development costs (all research and development costs are included within cost of sales) for the fiscal year Loss on sale, disposal or impairment of assets, net was 28.0 billion yen, compared with 35.5 billion in the previous fiscal ended March 31, 2005 decreased by 12.5 billion yen to 502.0 billion yen compared with the previous fiscal year. The ratio of year. Although losses were recorded on the sale, disposal and impairment of CRT and CRT television production equipment research and development costs to sales was 7.6 percent compared to 7.5 percent in the previous fiscal year. in the Electronics segment, gains were recorded mainly from the sale of land and buildings in both the Electronics and Selling, general and administrative expenses for the fiscal year ended March 31, 2005 decreased by 263.2 billion yen, or 14.6 Other segments. percent, to 1,535.0 billion yen compared with the previous fiscal year. The ratio of selling, general and administrative expenses to OPERATING INCOME Operating income for the fiscal year ended March 31, 2005 sales improved from 25.9 percent in the previous fiscal year to 23.2 percent. Year on year, the ratio of selling, general and increased by 15.0 billion yen, or 15.2 percent, to 113.9 billion yen compared with the previous fiscal year. The operating income administrative expenses to sales improved from 21.2 percent to 19.0 percent in the Electronics segment, from 21.1 percent to margin increased from 1.3 percent to 1.6 percent. The business segments that contributed the most to operating income, in 21.0 percent in the Game segment, and improved from 41.8 percent to 38.9 percent in the Music segment, and from 35.0 descending order by amount of financial impact, were the Pictures, Financial Services and Game segments. On the other percent to 32.5 percent in the Pictures segment. Personnel related costs in selling, general and administrative hand, the Electronics segment recorded an operating loss mainly due to the appreciation of the yen against the U.S. dollar as well expenses decreased by 169.3 billion yen compared with the previous fiscal year mainly due to a decrease in severance as an increase in cost of sales that exceeded the reduction in selling, general and administrative expenses. For a further break- related expenses in the Electronics segment resulting from the implementation of restructuring initiatives, and the fact that down of operating income for each segment, please refer to “Operating Performance by Business Segment” below. personnel related costs in Sony’s recorded music business outside Japan are no longer recorded within Sony’s consoli- OTHER INCOME AND EXPENSES dated selling, general and administrative expenses due to the establishment of SONY BMG mentioned above. In addition, In the consolidated results for the fiscal year ended March 31, 2005, other income decreased by 24.7 billion yen, or 20.2 percent, to 97.6 billion yen, while other expenses decreased by 22.8 billion yen, or 29.5 percent, to 54.3 billion yen, compared Research and development expenses and as a percentage of sales (Yen in billions) 600 7.5% 7.6% Cost of sales and selling, general and administrative (SGA) expenses as a percentage of sales (%) (%) 8 80 72.0% 73.5% 76.2% 6 4 300 60 40 exchange gain of 18.1 billion yen recorded in the previous fiscal year. The net foreign exchange loss was recorded because the 25.6% 2 150 decrease of 1.9 billion yen, or 4.2 percent, compared with the previous fiscal year. A net foreign exchange loss of 0.5 billion yen was recorded in the fiscal year ended March 31, 2005, compared to a net foreign 6.4% 450 with the previous fiscal year. The net amount of other income and other expenses was net other income of 43.3 billion yen, a 25.9% 23.2% 20 value of the yen, especially during the first quarter of the fiscal year ended March 31, 2005, was lower than the value of the yen at the time that Sony entered into foreign exchange forward contracts and foreign currency option contracts. These con- 0 2003 2004 2005 0 0 2003 2004 ● Cost of sales/sales ● SGA/sales ■ Research and development expenses ● Percentage of sales * Years ended March 31 * Excluding the Financial Services segment *Years ended March 31 *Excluding the Financial Services segment 2005 tracts are entered into by Sony to mitigate the foreign exchange rate risk to cash flows that arises from settlements of foreign currency denominated accounts receivable and accounts payable, as well as foreign currency denominated transactions between consolidated subsidiaries. 38 Sony Corporation BH6/30 Page 38 05.7.7, 3:35 AM Adobe PageMaker 6.0J/PPC For the fiscal year ended March 31, 2005, a loss on devaluation of securities investments of 3.7 billion yen was recorded, an RESULTS OF AFFILIATED COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD improvement of 12.8 billion yen, or 77.5 percent, compared with the previous year. This improvement was primarily due to the Equity in net income of affiliated companies during the fiscal year ended March 31, 2005 was 29.0 billion yen, an increase of 27.3 recording of valuation losses of 10.3 billion yen in the previous fiscal year related to securities issued by a privately held Japa- billion yen, or 1,594.2 percent, compared to 1.7 billion yen recorded in the previous fiscal year. Equity in net income of Sony nese company engaged in cable broadcasting and other businesses which Sony accounted for under the cost method. Ericsson Mobile Communications AB (“Sony Ericsson”), a joint venture focused on mobile phone handsets, was 17.4 billion The gain on change in interest in subsidiaries and equity investees increased by 11.5 billion yen, or 235.2 percent yen, an increase of 11.0 billion yen, or 171.9 percent, compared to the 6.4 billion yen recorded in the previous fiscal year. Equity compared to the previous fiscal year to 16.3 billion yen. This was mainly the result of gains of 9.0 billion yen from a change in in net income of affiliated companies for the current fiscal year includes the recording of 12.6 billion yen as equity in net income interest from Monex Inc., an equity affiliate of Sony, following its business integration by way of share transfer with Nikko Beans, from InterTrust Technologies Corporation (“InterTrust”). This amount reflects InterTrust’s proceeds from a license agreement Inc and total gains of 4.7 billion yen from the sale of stock and a change in interest in a subsidiary resulting from the initial public with Microsoft Corporation arising from the settlement of a patent-related lawsuit. In addition, due to significant restructur- offering of So-net M3 Inc., a consolidated subsidiary of Sony Communication Network Corporation (“SCN”). ing costs, an equity loss of 3.4 billion yen was recorded at SONY BMG. Furthermore, equity in net loss was recorded at In addition, the net gain recorded on sales of securities investments decreased 6.3 billion yen, or 53.8 percent, to 5.4 affiliates such as STAR CHANNEL INC., a Japan-based subscription television company specializing in the broadcast of billion yen. This was primarily a result of the recording of a deferred gain of 6.0 billion yen in the fiscal year ended March 31, movies, and S-LCD Corporation (“S-LCD”), a joint-venture with Samsung Electronics Co., Ltd. (“Samsung”), for the manufacture 2004, from Sony’s sale, during the fiscal year ended March 31, 2003, of its equity interest in Telemundo Communications of amorphous TFT LCD panels. Group, Inc. and its subsidiaries (“Telemundo”), a U.S.-based Spanish language television network and station group that was MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES accounted for under the equity method. In the fiscal year ended March 31, 2005, minority interest in income of consolidated subsidiaries decreased by 0.7 billion INCOME BEFORE INCOME TAXES Income before income taxes for the fiscal year ended March 31, yen, or 30.6 percent, to 1.7 billion yen. This decrease was primarily due to the recording of minority interest at certain 2005 increased 13.1 billion yen, or 9.1 percent, to 157.2 billion yen compared with the previous fiscal year, as a result of the television and home entertainment subsidiaries in the Pictures segment in the previous fiscal year. increase in operating income and the decrease in net amount of other income and other expenses mentioned above. NET INCOME INCOME TAXES Net income for the fiscal year ended March 31, 2005 increased by 75.3 billion yen, or 85.1 percent, to 163.8 billion yen com- Income taxes for the fiscal year ended March 31, 2005 decreased by 36.7 billion yen, or 69.6 percent, to 16.0 billion yen. pared with the previous fiscal year. This increase was the result primarily of the abovementioned increase in income before Compared to an effective tax rate of 36.6 percent in the previous fiscal year, the effective tax rate was 10.2 percent in the current income taxes, a decrease in the effective tax rate, as well as an increase in equity in net income of affiliated companies. As a fiscal year. As a result of the recording of operating losses in the past, the U.S. subsidiaries of Sony have had valuation allow- percentage of sales, net income increased from 1.2 percent to 2.3 percent. Return on stockholders’ equity increased from 3.8 ances against deferred tax assets for U.S. federal taxes and certain state taxes. However, in the fiscal year ended March 31, percent to 6.2 percent. (This ratio is calculated by dividing net income by the simple average of stockholders’ equity at the end 2005, based on both improved operating results in recent years and a sound outlook for the future operating performance at of the previous fiscal year and at the end of the fiscal year ended March 31, 2005.) Sony’s U.S. subsidiaries, Sony reversed 67.9 billion yen of such valuation allowances, resulting in a reduction to income tax Basic net income per share was 175.90 yen compared with 95.97 yen in the previous fiscal year, and diluted net income per expense. On the other hand, certain of Sony’s subsidiaries recorded new valuation allowances against deferred tax assets share was 158.07 yen compared with 87.00 yen in the previous fiscal year. Refer to Notes 2 and 22 of Notes to Consolidated during the fiscal year ended March 31, 2005. Financial Statements. Sony Corporation 39 BH6/30 Page 39 05.7.7, 3:35 AM Adobe PageMaker 6.0J/PPC Net income and ROE (Yen in billions) Net income per share of common stock (%) 200 Shares of sales and operating revenue by business segment (Yen) 8 200 6 150 7.4% ■ Electronics ■ Game ■ Music ■ Pictures ■ Financial Services ■ Other 3.4% 9.7% 6.2% 150 3.3% 5.0% 9.7% 100 3.8% 50 0 2003 2004 2005 4 100 2 50 0 0 66.5% *Years ended March 31 *Including intersegment transactions 2003 2004 company, SONY BMG, is 50 percent owned by each parent company. Under U.S. GAAP, SONY BMG is accounted for by 2005 ■ Net income ● ROE ■ Basic ■ Diluted *Years ended March 31 *Years ended March 31 Sony using the equity method and, since August 1, 2004, 50 percent of net profits or losses of this business have been OPERATING PERFORMANCE BY BUSINESS SEGMENT The following discussion is based on segment information. Sales and operating revenue in each business segment include intersegment transactions. Refer to Note 25 of Notes to included under equity in net income (loss) of affiliated companies. In connection with the establishment of this joint venture, Sony’s non-Japan based disc manufacturing and physical distribution businesses, formerly included within the Music Consolidated Financial Statements. segment, have been reclassified to the Electronics segment to reflect the new management reporting structure whereby Sony’s BUSINESS SEGMENT INFORMATION Electronics segment has now assumed responsibility for these businesses. Results for the previous fiscal year in the Electronics Yen in billions Years ended March 31 2004 Percent change 2005 2005/2004 Sales and operating revenue Electronics . . . . . . . . . . . . Game . . . . . . . . . . . . . . . . 5,042.3 780.2 5,021.6 729.8 –0.4% –6.5% Music . . . . . . . . . . . . . . . . Pictures . . . . . . . . . . . . . . 440.3 756.4 249.1 733.7 –43.4% –3.0% Financial Services . . . . . . . Other . . . . . . . . . . . . . . . . 593.5 268.3 560.6 254.4 –5.6% –5.2% and Music segments have been restated to account for this reclassification. In the Music segment, results for the fiscal year ended March 31, 2005 only include the results of Sony Music Entertainment Inc.’s (“SMEI”) recorded music business for the months of April through July 2004, and the twelve months results of SMEI’s music publishing business and SMEJ. However, results for the previous fiscal year in the Music segment include the consolidated results for SMEI’s recorded music business for all twelve months of the fiscal year, as well as the full year’s results for Elimination . . . . . . . . . . . . (384.7) (389.6) —% Consolidated . . . . . . . . . . . . 7,496.4 7,159.6 –4.5% Operating income (loss) Electronics . . . . . . . . . . . . (6.8) (34.3) —% Game . . . . . . . . . . . . . . . . Music . . . . . . . . . . . . . . . . 67.6 (6.0) 43.2 8.8 –36.1% —% transferring Sony Computer Entertainment Inc.’s semiconductor manufacturing operation from the Game segment to the Pictures . . . . . . . . . . . . . . Financial Services . . . . . . . 35.2 55.2 63.9 55.5 +81.4% +0.6% Electronics segment. As a result of this transfer, sales revenue and expenditures associated with this operation are now Other . . . . . . . . . . . . . . . . (12.1) (4.1) —% Total . . . . . . . . . . . . . . . . . . . 133.1 133.0 –0.1% recorded within the “Semiconductor” category in the Electronics segment. The results for the same period of the previous fiscal corporate expenses . . . . (34.2) (19.0) —% year have not been restated as such comparable figures cannot be practically obtained given that it was not operated as a Consolidated . . . . . . . . . . . . 98.9 113.9 +15.2% Elimination and unallocated SMEI’s music publishing business and SMEJ. In July 2004, in order to establish a more efficient and coordinated semiconductor supply structure, Sony completed the integration of its semiconductor manufacturing business by separate business within the Game segment. This integration of the semiconductor manufacturing businesses is a part of Sony’s As of August 1, 2004, Sony and Bertelsmann AG combined their recorded music businesses, excluding Sony’s Japanese semiconductor strategy of utilizing semiconductor technologies and manufacturing equipment originally developed or designed recorded music business, in a joint venture. The newly formed for the Game business within Sony as a whole. 40 Sony Corporation BH6/30 Page 40 05.7.7, 3:35 AM Adobe PageMaker 6.0J/PPC ■ ELECTRONICS Sales for the fiscal year ended March 31, 2005 decreased 20.7 to 571.9 billion yen. Sales of headphone stereos declined as a result of a significant decrease in the unit shipments of both CD billion yen, or 0.4 percent, to 5,021.6 billion yen compared with the previous fiscal year. An operating loss of 34.3 billion in the format and MD format devices due to a shift in demand towards hard disc- and flash-based memory players. Worldwide ship- Electronics segment was recorded compared to the operating loss of 6.8 billion yen in the previous fiscal year. Sales to outside ments of CD format devices decreased by approximately 3.68 million units to approximately 7.28 million units and worldwide customers on a yen basis decreased 1.1 percent compared to the previous fiscal year. Regarding sales to outside customers shipments of MD format devices decreased by approximately 1.44 million units to 1.92 million units. Sales of home audio by geographical area, although sales decreased in Japan by 10 percent and in the U.S. by 4 percent, they remained almost declined primarily due to a contraction of the market. On the other hand, overall sales of car audio increased slightly due to unchanged in Europe and increased by 9 percent in non-Japan Asia and other geographic areas (“Other Areas”). strong sales in the European market and Other Areas. “Video” sales increased by 85.5 billion yen, or 9.0 percent, to In Japan, although there was a significant increase in the sales of LCD televisions, and an increase in the sales of DVD record- 1,034.7 billion yen. There was a growth in the sales of digital still cameras outside of Japan and DVD recorders (including ers (including PSX), there was a decrease in the sales of PCs, cellular phones, primarily to Sony Ericsson, broadcast- and PSX) recorded a significant increase in sales worldwide. Worldwide shipments of digital still cameras increased by approxi- professional-use equipment and CRT televisions. In the U.S., there was an increase in sales of LCD rear projection televisions mately 4.0 million units to approximately 14.0 million units. Worldwide shipments of DVD recorders were approximately and digital still cameras, although sales mainly of CRT televisions, PCs, computer displays and portable audio declined. 650,000 units in the previous fiscal year but increased to approximately 1.7 million units in the fiscal year ended March In Europe, sales increased, primarily of digital still cameras, LCD televisions and plasma televisions. However, there was 31, 2005. Worldwide shipments of home-use video cameras increased by approximately 750,000 units to approximately a decrease in the sales mainly of CRT televisions and portable audio. In Other Areas, sales mainly of digital still cameras, 7.35 million units, but overall sales remained almost unchanged, due to increased price competition. DVD-Video player sales CD-R/RW and DVD+/-R/RW drives and PCs increased while sales of primarily portable audio, optical pickups and home decreased due to pricing pressure, although unit shipments increased by approximately 1.0 million units to approximately audio decreased. 9.5 million units. “Televisions” sales increased by 31.6 billion yen, or 3.4 Sales and operating income (loss) in the Electronics segment (Yen in billions) (Yen in billions) percent, to 957.1 billion yen. In addition to a significant increase in worldwide sales of LCD televisions, there was a significant 6,000 600 increase in the sales of plasma televisions outside of Japan, particularly in Europe, and of projection televisions in the U.S. 4,000 400 Worldwide shipments of LCD televisions increased by approximately 570,000 units, compared to the previous fiscal year, to 2,000 200 1.3% 0 0 –0.1% –0.7% –2,000 2003 2004 2005 –200 ■ Sales (left) ■ Operating income (loss) (right) ● Operating margin * Years ended March 31 ● Performance by Product Category approximately 1.0 million units; plasma television shipments increased by approximately 90,000 units to approximately 300,000 units; and projection televisions shipments increased by approximately 280,000 units to approximately 1.2 million units. On the other hand, although there was an increase in worldwide shipments of CRT televisions by approximately 100,000 units to approximately 9.5 million units, sales decreased significantly as a result of a fall in unit prices due to the continued shift in demand towards flat panel televisions. In addition, sales of computer displays also decreased worldwide. “Information and Communications” sales decreased by 56.4 billion yen, or 6.8 percent, to 778.4 billion yen. Despite an Sales and operating revenue by product category discussed below represent sales to outside customers, which do not increase in notebook PC sales due to strong sales outside Japan, overall sales decreased due to a decrease in sales of include intersegment transactions. Refer to Note 25 of Notes to Consolidated Financial Statements. desktop PCs. Worldwide unit shipments of PCs increased approximately 100,000 units to approximately 3.3 million units. “Audio” sales decreased by 103.6 billion yen, or 15.3 percent, Sales of personal digital assistants decreased significantly due Sony Corporation 41 BH6/30 Page 41 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC to a downsizing of the business. Sales of broadcast- and professional-use products decreased slightly compared to the charges recorded in the Electronics segment, the amount recorded in selling, general and administrative expenses previous fiscal year, despite recording increased sales outside Japan, as sales in Japan decreased as a result of the recording decreased by 71.4 billion yen from 124.7 billion yen in the previous fiscal year to 53.3 billion yen. Of the restructuring of higher sales, in the previous fiscal year, from the sale of equipment to two television stations which opened new charges recorded in selling, general and administrative expenses, the amount recorded for headcount reductions, broadcasting facilities. “Semiconductors” sales decreased by 6.9 billion yen, or including reductions through the early retirement program, was 50.3 billion yen, a decrease of 67.7 billion yen compared with 2.7 percent, to 246.3 billion yen. The decrease was due to a decrease in sales of CCDs as the result of pricing pressures. the previous fiscal year. On the other hand, royalty expenses increased 17.3 billion yen. The ratio of selling, general and Regarding LCDs, sales of low temperature polysilicon LCDs for cellular phones increased significantly. administrative expenses to sales decreased 2.2 percentage points from the 21.2 percent recorded in the previous fiscal “Components” sales decreased by 4.3 billion yen, or 0.7 percent, to 619.5 billion yen. The decrease was primarily due year to 19.0 percent. Loss on sale, disposal or impairment of assets, net decreased to a decrease in sales of CD-R/RW drives and optical pickups associated mainly with significant declines in unit prices. Sales 6.0 billion yen to 23.4 billion yen compared with the previous fiscal year. This amount includes 18.8 billion yen in restructuring of DVD+/-R/RW drives increased due to a production and sales alliance with a third party. Regarding lithium-ion batteries, sales charges, which includes 7.5 billion yen related to CRT and CRT televisions manufacturing facilities in Europe. The amount of for use in digital still cameras and cellular phones increased. “Other” sales increased by 2.1 billion yen, or 0.4 percent, to restructuring charges included in loss on sale, disposal or impairment, net in the previous fiscal year was 10.6 billion yen. 578.3 billion yen. The increase resulted from increased sales at Sony’s non-Japan based disc manufacturing business. How- An increased operating loss was recorded in the Electronics segment for the fiscal year ended March 31, 2005 due to a ever, there was a slight decrease in sales of mobile phone handsets mainly to Sony Ericsson. significant deterioration in the cost of sales ratio, as mentioned above. Regarding profit performance by product, excluding In the Electronics segment, cost of sales for the fiscal year ended March 31, 2005 increased by 129.1 billion yen, or 3.3 restructuring charges, semiconductors recorded an operating loss for the fiscal year, compared to the operating profit of the percent to 4,079.1 billion yen compared with the previous fiscal year. The cost of sales to sales ratio deteriorated by 2.9 percent previous fiscal year. This loss was due to the recording, within the Electronics segment, of research and development costs to 81.8 percent compared to 78.9 percent in the previous fiscal year. Products that contributed to the deterioration in the cost of related to system large scale integration (“LSI”) manufacturing, in particular the next generation processor chip, as a result of sales to sales ratio were CRT televisions and portable audio products, which both experienced a decrease in sales, and DVD the integration of Sony’s semiconductor manufacturing business operations within the Electronics segment mentioned above. recorders (including PSX) and video cameras, which were both impacted by falling unit prices. Restructuring charges recorded These costs were previously recorded within the Game segment. CRT televisions and portable audio products recorded a in cost of sales amounted to 9.6 billion yen, a decrease of 0.5 billion yen compared with the 10.1 billion yen recorded in the loss for the fiscal year compared to the operating income recorded in the previous fiscal year. DVD recorders (including previous fiscal year. Research and development costs increased 2.4 billion yen, or 0.5 percent, from 430.5 billion yen in the PSX) also experienced an increased operating loss. The operating income for video cameras also decreased. previous fiscal year to 432.8 billion yen. Although there was an increase in research and development costs within the segment On the other hand, results were positively affected by a decreased operating loss from personal digital assistants as a result of the transfer of semiconductor manufacturing operations from the Game segment to the Electronics segment through the implementation of significant business downsizing, and a significant increase in operating income recorded for PCs in association with the business integration of Sony’s semiconductor manufacturing operations, overall research and develop- and broadcast- and professional-use products. ment costs within the segment only increased slightly as a result of the carrying out of a stringent process for the selection of ● Manufacturing by Geographic Area Approximately 50 percent of the Electronics segment’s total research and development activities. Selling, general and administrative expenses decreased by annual production during the fiscal year ended March 31, 2005 took place in Japan, including the production of digital still 116.3 billion yen, or 10.9 percent to 953.4 billion yen compared with the previous fiscal year. The primary reason for this decrease cameras, video cameras, flat panel televisions, PCs, semiconductors and components such as batteries and Memory Sticks. was a decrease in restructuring charges. Of the restructuring Approximately 60 percent of the annual production in Japan 42 Sony Corporation BH6/30 Page 42 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC was destined for other regions. China accounted for approximately 10 percent of total annual production, approximately 70 Total worldwide production shipments of hardware and software were as follows: Million units percent of which was destined for other regions. Asia, excluding Japan and China, accounted for slightly more than 10 percent of total annual production, with approximately 60 percent destined for Japan, the U.S. and Europe. The Americas and Europe together accounted for the remaining slightly less than 30 percent of total annual production, most of which was destined for local distribution and sale. Years ended March 31 2004 2005 Total Production Shipments of Hardware* PlayStation + PS one . . . . 3.31 2.77 102.49 PS2 . . . . . . . . . . . . . . . . . 20.10 16.17 87.47 2.97 2.97 PSP . . . . . . . . . . . . . . . . . ● Comparison of Results on a Local Currency Basis and Results on a Yen Basis In the Electronics segment, the negative effect of the appreciation of the yen against the U.S. dollar exceeded the positive effect of the appreciation of the euro against the yen. Sales for the fiscal year ended March 31, 2005 decreased, on a yen basis, by 0.4 percent, but increased on a local currency basis by approximately 1 percent. In terms of operating performance, there was a deterioration in the operating loss compared to the previous fiscal year, but if calculated on a local currency basis, this operating loss was smaller compared to the actual results on a yen basis. Sales to outside customers by geographic area on a yen basis decreased in Japan by 10 percent, and in the U.S. by 4 percent: however, sales in Europe remained relatively unchanged and sales increased in Other Areas by 9 percent. Sales on a local currency basis for regions outside Japan increased in the U.S. by 1 percent and in Other Areas by 13 percent, but decreased Cumulative as of March 31, 2005 Total Production Shipments of Software*/** PlayStation . . . . . . . . . . . . 32.00 10.00 959.00 PS2 . . . . . . . . . . . . . . . . . 222.00 252.00 824.00 5.70 5.70 PSP . . . . . . . . . . . . . . . . . ** Production shipments of hardware and software are counted upon shipment of the products from manufacturing bases. Sales of such products are recognized when the products are delivered to customers. ** Including those both from Sony and third parties under Sony licenses. Operating income decreased compared with the previous fiscal year. Although there was an increase in software sales, the decrease in operating income was the result of a decrease in hardware sales coupled primarily with start up costs for the PSP. The cost of sales to sales ratio deteriorated as a result of costs associated with both the launch of the PSP and with the changeover to the new PS2 model. The ratio of selling, general and administrative expenses to sales compared to the previous fiscal year was relatively unchanged. in Europe by 2 percent. Sales and operating income in the Game segment ■ GAME Sales for the fiscal year ended March 31, 2005 decreased by 50.5 billion yen, or 6.5 percent, to 729.8 billion yen compared with the previous fiscal year. Operating income decreased by (Yen in billions) 11.8% (Yen in billions) 1,200 240 24.4 billion yen, or 36.1 percent, to 43.2 billion yen compared with the previous fiscal year, and the operating income margin 900 decreased from 8.7 percent to 5.9 percent. Sales in the Game segment on a local currency basis decreased 600 120 approximately 6 percent. In addition, on a local currency basis, operating income decreased approximately 45 percent com- 300 60 pared to the previous fiscal year. By region, although sales increased in Japan, there was a decrease in sales in the U.S. and Europe. Hardware sales declined. Although there was an increase in sales in Japan primarily associated with the launch of PSP in December 2004, there was a decline in hardware sales in the 8.7% 180 5.9% 0 2003 2004 2005 0 ■ Sales (left) ■ Operating income (right) ● Operating margin *Years ended March 31 U.S. and Europe associated with a decline in unit sales, and strategic price reductions, of PS2. On the other hand, both units sales and overall sales of software increased in Japan, the U.S. and Europe. Sony Corporation 43 BH6/30 Page 43 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC ■ MUSIC Sales for the fiscal year ended March 31, 2005 decreased by operating income margin increased from 4.7 percent to 8.7 percent. The results in the Pictures segment consist of the 191.2 billion yen, or 43.4 percent, to 249.1 billion yen compared with the previous fiscal year. Of the Music segment’s sales, results of Sony Pictures Entertainment Inc. (“SPE”), a U.S. based subsidiary. 62 percent were generated by SMEJ, a Japan-based subsidiary, and 38 percent were generated by SMEI, a U.S.-based On a U.S. dollar basis, sales for the fiscal year in the Pictures segment increased approximately 1 percent and operating subsidiary. Compared to an operating loss of 6.0 billion yen in the previous fiscal year, operating income of 8.8 billion yen income increased by approximately 76 percent. Sales increased primarily due to higher worldwide home entertainment, interna- was recorded. On a local currency basis, sales in the Music segment tional television syndication and worldwide theatrical revenues on films. Worldwide home entertainment and international decreased by approximately 42 percent, although the Music segment recorded operating income as compared to an television syndication revenues were higher as a result of the performance of films from the prior year release slate including operating loss in the previous fiscal year. As previously noted, the recorded music business of SMEI 50 First Dates, Big Fish and Bad Boys 2. For theatrical revenues, the success of the current year film slate, particularly merged with the recorded music business of Bertelsmann AG to form SONY BMG. As a result, there were no recorded music Spider-Man 2, Hitch and The Grudge, more than offset the impact of releasing fewer films this fiscal year. Sales for the fiscal sales at SMEI after July 31, 2004. Therefore, SMEI’s results are not comparable with the results of the previous fiscal year. year release slate decreased 70 million U.S. dollars as compared to the previous fiscal year. However, sales in the fiscal Sales at SMEJ increased by 6.9 percent compared with the previous fiscal year mainly due to an increase in album and year ended March 31, 2005 from the prior year release slate increased 304 million U.S. dollars as compared to sales in the single sales. Best-selling albums and singles during the fiscal year included musiQ by ORANGE RANGE, SENTIMENTALovers previous fiscal year from the release slate for the fiscal year ended March 31, 2003. While benefiting from higher theatrical by Ken Hirai and two greatest hits albums by Porno Graffitti. Operating income increased by approximately 250 percent revenues, total fiscal year release slate revenues were lower due to the timing of the fiscal year’s film slate’s release in the home compared to the previous fiscal year due mainly to the higher sales noted above and an improvement in the cost of sales ratio entertainment market. The higher sales from films were partially offset by a 248 million U.S. dollar decrease in sales resulting associated with strong sales of greatest hits albums. from the absence in the fiscal year ended March 31, 2005 of several transactions in the television business that occurred in Sales and operating income (loss) in the Music segment (Yen in billions) 90 agreement for Wheel of Fortune. Television sales in the fiscal year ended March 31, 2005 benefited from the highly successful 60 DVD release of Seinfeld. Operating income for the segment increased significantly, (Yen in billions) 600 400 200 30 0 –1.4% –200 –6.1% 2003 2004 2005 resulting in record operating income for the segment, due to the strong overall performance of the current year film slate and the home entertainment and international television syndication carryover performance of the prior year film slate noted above. 3.5% 0 the prior fiscal year. These included syndication sales of King of Queens and Seinfeld as well as the extension of a licensing –30 ■ Sales (left) ■ Operating income (loss) (right) ● Operating margin *Years ended March 31 Operating loss from the fiscal year release slate decreased 415 million U.S. dollars and operating income for the prior year’s release slate increased 173 million U.S. dollars as compared to the prior year. Spider-Man 2’s worldwide success contributed substantially to this fiscal year’s earnings, offset somewhat by the disappointing theatrical performance of Spanglish. Further improving operating income was a 38 million U.S. dollar decrease in restructuring charges. Partially offsetting these increases in ■ PICTURES Sales for the fiscal year ended March 31, 2005 decreased by 22.7 billion yen, or 3.0 percent, to 733.7 billion yen compared with the previous fiscal year. Operating income increased by 28.7 billion yen, or 81.4 percent, to 63.9 billion yen and the operating income was the impact of the absence of the television transactions noted above, which reduced operating income by approximately 150 million U.S. dollars due primarily to the factors noted above for revenue. As of March 31, 2005, unrecognized license fee revenue at 44 Sony Corporation BH6/30 Page 44 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC SPE was approximately 1.3 billion U.S. dollars. SPE expects to record this amount in the future having entered into contracts in insurance-in-force at the end of the fiscal year compared to the end of the previous fiscal year. Operating income at Sony with television broadcasters to provide those broadcasters with completed motion picture and television product. The license Life decreased by 2.2 billion yen or 3.4 percent to 61.0 billion yen, mainly due to a decrease in valuation gains against stock fee revenue will be recognized in the fiscal year that the product is available for broadcast. conversion rights from convertible bonds, although this was partially offset by an increase in revenue from insurance premi- Sales and operating income in the Pictures segment (Yen in billions) (Yen in billions) 800 7.3% 400 At Sony Assurance, revenue increased due to higher insurance revenue brought about by an expansion in automobile insurance- 60 in-force. Operating income increased due to an increase in insurance revenue, although there was a deterioration in the loss 40 4.7% 200 0 ■ FINANCIAL 20 2003 2004 2005 income from the change in revenue recognition method noted above was slight. 80 8.7% 600 ums excluding the effect of the change in revenue recognition method noted above. In addition, the impact on operating 0 ratio (the ratio of insurance payouts to premiums). At Sony Bank, which started operations in June 2001, revenue rose as there was an increase in interest revenue associated with an increase in the balance of funds from investing activities. Although revenue increased, an increase in operating expenses resulted in a relatively unchanged operating ■ Sales (left) ■ Operating income (right) ● Operating margin loss compared with the previous fiscal year. At Sony Finance International, Inc. (“Sony Finance”), a leasing * Years ended March 31 and credit financing business subsidiary in Japan, revenue decreased due to a fall in leasing revenue. In terms of profitabil- SERVICES ity, the operating loss decreased due to the recording of a loss, in the previous fiscal year ended March 31, 2004, from the lease Please note that the revenue and operating income at Sony Life, Sony Assurance Inc. (“Sony Assurance”) and Sony Bank Inc. of certain fixed assets to Crosswave Communications Inc. (“CWC”), which commenced reorganization proceedings under (“Sony Bank”) discussed below differ from the results that Sony Life, Sony Assurance and Sony Bank disclose on a Japanese the Corporate Reorganization Law of Japan during the same fiscal year. statutory basis. Financial Services revenue for the fiscal year ended March 31, 2005 decreased by 33.0 billion yen, or 5.6 percent, to 560.6 billion yen compared with the previous fiscal year. Operating income increased by 0.3 billion yen, or 0.6 percent, to 55.5 billion yen and the operating income margin increased to 9.9 percent compared with the 9.3 percent of the previous fiscal year. At Sony Life, revenue decreased by 38.7 billion yen, or 7.5 percent, to 474.3 billion yen compared with the previous fiscal year. The main reasons for the decrease in revenue were a change in the method of recognizing insurance premiums received on certain products, as of the third quarter beginning October 1, 2003, from being recorded as revenues to being offset against the related provision for future insurance policy benefits, coupled with a small decrease in valuation gains in the current fiscal year compared to the previous fiscal year in which significant valuation gains were recorded against stock conver- Revenue and operating income in the Financial Services Segment (Billions of yen) (Billions of yen) 800 80 9.9% 9.3% 600 60 400 40 4.2% 200 20 0 2003 2004 2005 0 ■ Financial Services revenue (left) ■ Operating income (right) ● Operating margin *Years ended March 31 sion rights from convertible bonds. Although there was a decrease in insurance premium revenue as a result of the above mentioned change in accounting method, there were increases Sony Corporation 45 BH6/30 Page 45 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC ● Condensed Statements of Income Separating Out the Financial Services Segment (Unaudited) segment is different in nature from Sony’s other segments, Sony believes that a comparative presentation may be useful in The following schedule shows unaudited condensed statements of income for the Financial Services segment and all other understanding and analyzing Sony’s consolidated financial statements. segments excluding Financial Services as well as condensed consolidated statements of income. This presentation is not Transactions between the Financial Services segment and all other segments excluding Financial Services are eliminated in required under U.S. GAAP, which is used in Sony’s consolidated financial statements. However, because the Financial Services the consolidated figures shown below. CONDENSED STATEMENTS OF INCOME SEPARATING OUT THE FINANCIAL SERVICES SEGMENT Yen in millions Sony without Financial Services Financial Services Years ended March 31 2004 2005 2004 Consolidated 2005 2004 2005 Financial Services revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 593,544 560,557 — — 565,752 537,715 Net sales and operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . — — 6,939,964 6,632,728 6,930,639 6,621,901 .................................................. 593,544 560,557 6,939,964 6,632,728 7,496,391 7,159,616 Costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 538,383 505,067 6,896,377 6,575,354 7,397,489 7,045,697 Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,161 55,490 43,587 57,374 98,902 113,919 Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,958 10,204 52,746 40,639 45,165 43,288 Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,119 65,694 96,333 98,013 144,067 157,207 Income taxes and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,975 25,698 30,916 (37,043) 53,439 (11,344) Income before cumulative effect of an accounting change . . . . . . 34,144 39,996 65,417 135,056 90,628 168,551 Cumulative effect of an accounting change . . . . . . . . . . . . . . . . . — (4,713) (2,117) — (2,117) (4,713) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,144 35,283 63,300 135,056 88,511 163,838 ■ OTHER During the fiscal year ended March 31, 2005, sales within the losses decreased despite the absence in the fiscal year ended Other segment were comprised mainly of sales from an advertising agency business in Japan; SCN, an Internet-related March 31, 2005 of a 7.7 billion yen one-time gain recorded at a business operated by a U.S. subsidiary on the sale of rights service business subsidiary operating mainly in Japan; an imported general merchandise retail business; an in-house related to a portion of the Sony Credit Card portfolio in the previous fiscal year. oriented facility management business; and from an IC-card business. Sales for the fiscal year ended March 31, 2005 decreased by 13.9 billion yen, or 5.2 percent, to 254.4 billion yen, compared Sales and operating loss in the Other segment with the previous fiscal year. Of total segment sales, 72 percent were sales to outside customers. In terms of profit performance, 400 40 operating losses for the segment improved for the fiscal year from 12.1 billion yen to 4.1 billion yen. 200 20 During the fiscal year, sales decreased primarily as the result of a decrease in intersegment sales due to contract changes at (Yen in billions) 0 0 a Japanese subsidiary involved in the advertising agency business. Regarding profit performance, an operating loss of 4.1 billion yen was recorded, an 8.0 billion yen improvement on the 12.1 billion yen loss recorded in the previous fiscal year. This improvement was mainly due to a reduction of fixed costs, a gain from the sale of a retail and showroom building in Japan and the strong performance of a business engaged in the production and marketing of animation products. Segment (Yen in billions) –1.6% –4.5% –200 –20 –10.8% –400 2003 2004 2005 –40 ■ Sales (left) ■ Operating loss (right) ● Operating margin *Years ended March 31 46 Sony Corporation BH6/30 Page 46 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC CHANGES IN THE CLASSIFICATION OF BUSINESS SEGMENTS FOR THE FISCAL YEAR ENDING MARCH 31, 2006 Therefore, analysis and discussion of certain portions of the operating results of SMEI and SPE are specified as being on “a In association with a significant contraction in the size of the Music segment as a result of the establishment of SONY BMG U.S. dollar basis.” Results on a local currency basis and results on a U.S. dollar basis are not on the same basis as Sony’s in August, 2004, Sony will discontinue the separate reporting of the Music segment as of the first quarter of the fiscal year consolidated financial statements and do not conform with U.S. GAAP. In addition, Sony does not believe that these measures ending March 31, 2006, and will instead consolidate its results within the Other segment. After the establishment of SONY are a substitute for U.S. GAAP measures. However, Sony believes that local currency basis results provide additional BMG, for the second half of the fiscal year ended March 31, 2005, sales revenue for the Music segment (including useful information to investors regarding operating performance. Sony’s consolidated results are subject to foreign currency intersegment sales) was 2.3 percent of total consolidated sales and operating income was 7.9 percent of the total operating rate fluctuations mainly derived from the fact that the countries where manufacturing takes place may be different from those income for all segments recording an operating profit. In addition, total assets for the Music segment, as of March 31, where such products are sold. In order to reduce the risk caused by such fluctuations, Sony employs derivatives, includ- 2005, were 3.5 percent of the total assets for all segments. Furthermore, as of the first quarter of the fiscal year ending ing foreign exchange forward contracts and foreign currency option contracts, in accordance with a consistent risk manage- March 31, 2006, Sony’s Japan-based disc manufacturing and distribution business, previously classified within the Music ment strategy. Such derivatives are used primarily to mitigate the effect of foreign currency exchange rate fluctuations on cash segment, is scheduled to be reclassified to the Electronics segment. flows generated by anticipated intercompany transactions and intercompany accounts receivable and payable denominated in FOREIGN EXCHANGE FLUCTUATIONS AND RISK foreign currencies. Sony Global Treasury Services Plc (“SGTS”) in London HEDGING During the fiscal year ended March 31, 2005, the average value provides integrated treasury services for Sony Corporation and its subsidiaries. Sony’s policy is that Sony Corporation and all of the yen was 106.5 yen against the U.S. dollar, and 133.7 yen against the euro, which was 5.2 percent higher against the U.S. subsidiaries with foreign exchange exposures should enter into commitments with SGTS for hedging their exposures. Sony dollar and 1.9 percent lower against the euro, respectively, compared with the average of the previous fiscal year. Operating Corporation and most of its subsidiaries utilize SGTS for this purpose. The concentration of foreign exchange exposures at results on a local currency basis described in “Overview” and “Operating Performance” show results of sales and operating SGTS means that, in effect, SGTS hedges the net foreign exchange exposure of Sony Corporation and its subsidiaries. revenue and operating income obtained by applying the yen’s monthly average exchange rate in the previous fiscal year to SGTS in turn enters into foreign exchange transactions with creditworthy third-party financial institutions. Most of the monthly local currency-denominated sales, cost of sales, and selling, general and administrative expenses for the fiscal year ended transactions are entered into against projected exposures before the actual export and import transactions take place. In general, March 31, 2005, as if the value of the yen had remained constant. In the Music segment, Sony consolidates the yen-translated SGTS hedges the projected exposures on average three months before the actual transactions take place. However, in certain results of SMEI (a U.S.-based operation that aggregates the results of its worldwide subsidiaries on a U.S. dollar basis) and cases, SGTS partially hedges the projected exposures one month before the actual transactions take place when business the results of SMEJ (a Japan based operation that aggregates the results of its operations in yen). In addition, in the Music requirements such as shorter production-sales cycle for certain products arise. Sony enters into foreign exchange transactions segment, results for this fiscal year only include the results of SMEI’s recorded music business for the months of April through with financial institutions primarily for hedging purposes. Sony does not use these derivative financial instruments for trading July 2004, and the twelve month results for SMEI’s music publishing business and SMEJ. However, results for the previ- or speculative purposes except for certain derivatives in the Financial Services segment utilized for portfolio investments. ous fiscal year in the Music segment include the consolidated results for SMEI’s recorded music business for all twelve To minimize the adverse effects of foreign exchange fluctuations on its financial results, particularly in the Electronics months, as well as the full year’s results for SMEI’s publishing business and SMEJ. segment, Sony seeks, when appropriate, to localize material and parts procurement, design, and manufacturing operations In the Pictures segment, Sony translates into yen the U.S. dollar consolidated results of SPE (a U.S. based operation that in areas outside of Japan. Changes in the fair value of derivatives designated as cash has worldwide subsidiaries). flow hedges, including foreign exchange forward contracts and Sony Corporation 47 BH6/30 Page 47 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC foreign currency option contracts, are initially recorded in other comprehensive income and reclassified into earnings when the (based on the average of inventories at the end of each fiscal year and previous fiscal year) was 1.56 months compared to hedged transaction affects earnings. Foreign exchange forward contracts, foreign currency option contracts and other deriva- 1.53 months at the end of the previous fiscal year. Sony considers this level of inventory to be appropriate in the aggregate. tives that do not qualify as hedges are marked-to-market with changes in value recognized in Other Income and Expenses. Current assets on March 31, 2005 in the Financial Services segment increased by 290.5 billion yen, or 41.5 percent, to The notional amounts of foreign exchange forward contracts, currency option contracts purchased and currency option 990.2 billion yen, compared with the previous fiscal year-end. The increase was primarily attributable to an increase in contracts written as of March 31, 2005 were 1,545.8 billion yen, 428.3 billion yen and 146.5 billion yen, respectively. marketable securities. (Refer to Note 8 of Notes to Consolidated Financial Statements.) ■ INVESTMENTS AND ADVANCES ASSETS, LIABILITIES AND STOCKHOLDERS’ EQUITY Investments and advances on March 31, 2005 increased by 232.7 billion yen, or 9.3 percent, to 2,745.7 billion yen, com- ASSETS pared with the previous fiscal year-end. Investments and advances on March 31, 2005 in all segments Total assets on March 31, 2005 increased by 408.4 billion yen, or 4.5 percent, to 9,499.1 billion yen, compared with the excluding the Financial Services segment increased by 86.8 billion yen, or 24.2 percent, to 445.4 billion yen. This increase previous fiscal year-end. Total assets on March 31, 2005 in all segments excluding the Financial Services segment decreased was mainly the result of investments associated with the establishment of S-LCD, a joint venture with Samsung for the by 32.9 billion yen, or 0.5 percent, to 6,027.9 billion yen and total assets on March 31, 2005 in the Financial Services manufacture of amorphous TFT LCD panels. Investments and advances on March 31, 2005 in the Financial segment increased by 410.5 billion yen, or 11.8 percent, to 3,885.5 billion yen, compared with the previous fiscal year-end. Services segment increased by 104.5 billion yen, or 4.6 percent, to 2,379.0 billion yen, compared with the previous fiscal year- Total assets on March 31, 2005 in all segments excluding the Financial Services segment would have decreased by approxi- end. This increase was primarily due to investments mainly in Japanese fixed income securities resulting from an increase in mately 2 percent compared with the previous fiscal year-end if the value of the yen had remained the same on March 31, 2005 insurance premiums at Sony Life, and an increase in housing loans due to a campaign carried out at Sony Bank. as it was on March 31, 2004. Also see “Investments” below. ■ CURRENT ASSETS Current assets on March 31, 2005 increased by 192.8 billion ■ PROPERTY, yen, or 5.7 percent, to 3,556.2 billion yen compared with the previous fiscal year-end. Current assets on March 31, 2005 in all Property, plant and equipment on March 31, 2005 increased by 7.4 billion yen, or 0.5 percent, to 1,372.4 billion yen, compared segments excluding the Financial Services segment decreased by 99.6 billion yen, or 3.7 percent, to 2,592.8 billion yen. with the previous fiscal year-end. Property, plant and equipment on March 31, 2005 in all Cash and cash equivalents on March 31, 2005 in all segments excluding Financial Services segment decreased 73.2 billion segments excluding the Financial Services segment increased by 9.6 billion yen, or 0.7 percent, to 1,333.8 billion yen, com- yen, or 12.3 percent, to 519.7 billion yen compared with the previous fiscal year-end. This is primarily a result of a 57.3 billion pared with the previous fiscal year-end. Capital expenditures (part of the increase in property, plant and yen repayment of long-term debt relating to a variable interest entity responsible for the operation and development of a real equipment) for the fiscal year ended March 31, 2005 decreased by 21.4 billion yen, or 5.7 percent, to 356.8 billion yen compared estate complex in Berlin, Germany. Notes and accounts receivable, trade (net allowance for with the previous fiscal year. Capital expenditures in the Electronics segment increased by 59.1 billion yen, or 23.5 percent, to doubtful accounts and sales returns) on March 31, 2005, in all segments excluding Financial Services segment increased 9.1 311.1 billion yen but decreased in the Game segment by 81.5 billion yen, or 81.2 percent, to 18.8 billion yen. Capital expendi- billion yen, or 1.0 percent, compared with the previous fiscal year-end to 952.7 billion yen. tures in the semiconductor businesses mainly in the Electronics segment amounted to 150.0 billion yen, of which investments in Inventories on March 31, 2005 decreased by 35.2 billion yen, or 5.3 percent, to 631.3 billion yen compared with the previous production equipment for system large-scale integration (“LSI”) including the Cell next-generation, high-performance processor fiscal year-end. The inventory to cost of sales turnover ratio amounted to 90.0 billion yen. Capital expenditures in the Music PLANT AND EQUIPMENT (AFTER DEDUCTION OF ACCUMULATED DEPRECIATION) 48 Sony Corporation BH6/30 Page 48 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC segment decreased by 0.8 billion yen, or 20.7 percent, to 2.9 billion yen, and decreased in the Pictures segment by 0.2 billion previous fiscal year-end if the value of the yen had remained the same on March 31, 2005 as it was on March 31, 2004. yen, or 3.4 percent to 5.8 billion yen, and decreased in the Other segment by 4.0 billion yen, or 39.3 percent, to 6.1 billion yen. ■ CURRENT Property, plant and equipment on March 31, 2005 in the Financial Services segment decreased by 2.3 billion yen, or 5.6 Current liabilities on March 31, 2005 decreased by 172.8 billion yen, or 5.8 percent, to 2,809.4 billion yen compared with the percent, to 38.6 billion yen compared with the previous fiscal year-end. Capital expenditures in the Financial Services segment previous fiscal year-end. Current liabilities on March 31, 2005 in all segments excluding the Financial Services segment decreased decreased by 0.8 billion yen, or 16.7 percent, to 3.8 billion yen. by 236.1 billion yen, or 9.9 percent, to 2,137.5 billion yen. Short-term borrowings and the current portion of long-term ■ OTHER ASSETS Other assets on March 31, 2005 decreased by 46.7 billion yen, debt on March 31, 2005 in all segments excluding the Financial Services segment decreased 205.7 billion yen, or 50.2 percent, or 2.9 percent, to 1,545.9 billion yen, compared with the previous fiscal year-end. to 204.0 billion yen compared with the previous fiscal year-end. This decrease was mainly a result of the fact that of 300.0 billion Other assets on March 31, 2005 in all segments excluding the Financial Services segment decreased by 62.5 billion yen to yen of convertible bonds due on March 31, 2005, 5.0 billion yen were redeemed on the maturity date with 282.8 billion yen of the 1,189.4 billion yen. This decrease was primarily the result of the fact that, due to the establishment of SONY BMG, artist’s 287.8 billion yen balance outstanding at the start of the fiscal year being converted into common stock, which was partially contracts belonging to the joint venture are no longer recorded as intangible assets within Sony’s consolidated balance sheets. offset by the reclassification of long-term debt to current liabilities mainly consisting of 119.0 billion yen of straight bonds and Deferred tax assets on March 31, 2005 increased by 37.2 billion yen, or 18.3 percent, to 240.4 billion yen compared with the bonds with warrants redeemable during the fiscal year ending March 31, 2006. (Refer to Note 12 of Notes to Consolidated previous fiscal year-end. As a result of the recording of operating losses in the past, certain U.S. subsidiaries of Sony have had Financial Statements.) Notes and accounts payable, trade on March 31, 2005 in all valuation allowances against deferred tax assets for U.S. federal taxes and certain state taxes. However, in the fiscal year ended segments excluding the Financial Services segment increased by 28.0 billion yen, or 3.6 percent, to 801.3 billion yen compared March 31, 2005, based on both improved operating results in recent years and a sound outlook for the future operating perfor- with the previous fiscal year-end, mainly due to an increase within the Game segment. mance at Sony’s U.S. subsidiaries, Sony reversed 67.9 billion yen of such valuation allowances. On the other hand, certain of Current liabilities on March 31, 2005 in the Financial Services segment increased by 59.8 billion yen, or 9.2 percent, to 708.6 Sony’s subsidiaries recorded new valuation allowances against deferred tax assets during the fiscal year ended March 31, 2005. billion yen, mainly due to the increase in deposits from customers in the banking business. Deposits from customers in the banking Other assets in the Financial Services segment on March 31, 2005 increased by 17.8 billion yen, or 3.9 percent, to 477.8 business increased by 167.9 billion yen, or 44.3 percent, to 546.7 billion yen, due to the expansion of the banking business. billion yen compared with the previous fiscal year-end. This was mainly due to an increase in deferred insurance acquisition costs ■ LONG-TERM LIABILITIES LIABILITIES at Sony Life. Long-term liabilities on March 31, 2005 increased by 88.0 billion yen, or 2.4 percent, to 3,795.5 billion yen compared with the LIABILITIES Total current and long-term liabilities on March 31, 2005 previous fiscal year-end. Long-term liabilities on March 31, 2005 in all segments decreased by 84.9 billion yen, or 1.3 percent, to 6,604.9 billion yen compared with the previous fiscal year-end. Total current excluding the Financial Services segment decreased by 253.5 billion yen, or 17.1 percent, to 1,228.9 billion yen. Long-term and long-term liabilities on March 31, 2005 in all segments excluding the Financial Services segment decreased by 489.5 debt on March 31, 2005 in all segments excluding the Financial Services segment decreased 147.9 billion yen, or 19.1 percent, billion yen, or 12.7 percent, to 3,366.4 billion yen. Total current and long-term liabilities in the Financial Services segment on to 627.4 billion yen. This was primarily the result of the reclassification of long-term debt to current liabilities, including 119.0 March 31, 2005 increased by 365.5 billion yen, or 11.8 percent, to 3,465.3 billion yen, compared with the previous fiscal year- billion yen of bonds redeemable during the fiscal year ending March 31, 2006 and a decrease in accrued pension and end. Total current and long-term liabilities on March 31, 2005 in all segments excluding the Financial Services segment would severance costs of 20.2 billion yen, or 5.6 percent, to 338.0 billion yen, primarily due to the reform of Sony’s employee have decreased by approximately 14 percent compared with the retirement pension plan in Japan. Sony Corporation 49 BH6/30 Page 49 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC Long-term liabilities on March 31, 2005 in the Financial Services segment increased by 305.7 billion yen, or 12.5 fiscal year-end, and other comprehensive income (net of tax) was 64.3 billion. This was primarily due to 74.2 billion yen percent, to 2,756.7 billion yen. This was due to an increase in insurance-in-force in the life insurance business which resulted arising from foreign currency translation adjustments due to the devaluation of the yen, partially offset by the recording of a in an increase in future insurance policy benefits and other of 285.7 billion yen, or 13.1 percent, to 2,464.3 billion yen. change in accumulated other comprehensive income of 7.3 billion yen arising from unrealized gains on securities in the cur- ■ TOTAL rent fiscal year. The ratio of stockholders’ equity to total assets increased 4.0 percent from 26.2 percent to 30.2 percent. INTEREST-BEARING DEBT Total interest-bearing debt on March 31, 2005 decreased by 343.4 billion yen, or 27.4 percent, to 909.3 billion yen, compared with the previous fiscal year-end. Total interest-bearing debt on March 31, 2005 in all segments excluding the Financial Services segment decreased by 353.6 billion yen, or 29.8 percent, to 831.4 billion yen. Stockholders’ equity and stockholders’ equity ratio Stockholders’ equity per share of common stock (Yen in billions) (%) (Yen) 3,200 40 3,200 30 2,400 1,600 20 1,600 800 10 800 0 0 30.2% 2,400 Interest-bearing liabilities 27.2% 26.2% (Yen in billions) 1,600 1,200 0 800 2003 2004 2005 ■ Stockholders’ equity ● Stockholders’ equity ratio Stockholders’ equity ratio= Stockholders’ equity/Total assets 400 2003 2004 2005 * As of March 31 *As of March 31 0 2003 2004 2005 ■ Short-term (including the current portion of long-term debt) ■ Long-term * As of March 31 CONDENSED BALANCE SHEETS SEPARATING OUT THE FINANCIAL SERVICES SEGMENT (UNAUDITED) The following schedule shows an unaudited condensed balance sheet for the Financial Services segment and all other segments STOCKHOLDERS’ EQUITY Stockholders’ equity on March 31, 2005 increased by 492.3 excluding Financial Services as well as the condensed consolidated balance sheet. This presentation is not required under billion yen, or 20.7 percent, to 2,870.3 billion yen compared with the previous fiscal year-end. As noted above, of 300.0 billion yen U.S. GAAP, which is used in Sony’s consolidated financial statements. However, because the Financial Services segment is dif- of convertible bonds due on March 31, 2005, 5.0 billion yen were redeemed on the maturity date with 282.8 billion yen of the 287.8 ferent in nature from Sony’s other segments, Sony believes that a comparative presentation may be useful in understanding and billion yen balance outstanding at the start of the fiscal year being converted into common stock, and, therefore, incorporated into analyzing Sony’s consolidated financial statements. Transactions between the Financial Services segment and all other segments stockholders’ equity and additional paid-in capital. Retained earnings increased 139.0 billion yen compared with the previous excluding Financial Services are eliminated in the consolidated figures shown below. 50 Sony Corporation BH6/30 Page 50 05.7.7, 9:28 AM Adobe PageMaker 6.0J/PPC CONDENSED BALANCE SHEETS SEPARATING OUT THE FINANCIAL SERVICES SEGMENT (UNAUDITED) Yen in millions Sony without Financial Services Financial Services Years ended March 31 2004 2005 Consolidated 2004 2005 2004 2005 Assets Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 699,698 990,191 2,692,436 2,592,849 3,363,355 3,556,171 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . 256,316 259,371 592,895 519,732 849,211 779,103 Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270,676 456,130 4,072 4,072 274,748 460,202 Notes and accounts receivable, trade . . . . . . . . . . . . . . . . . . . 72,273 77,023 943,590 952,692 1,011,189 1,025,362 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,433 197,667 1,151,879 1,116,353 1,228,207 1,291,504 Film costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 256,740 278,961 256,740 278,961 Investments and advances . . . . . . . . . . . . . . . . . . . . . . . . . . 2,274,510 2,378,966 358,629 445,446 2,512,950 2,745,689 Investments in Financial Services, at cost . . . . . . . . . . . . . . — — 176,905 187,400 — — Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . 40,833 38,551 1,324,211 1,333,848 1,365,044 1,372,399 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 459,998 477,809 1,251,901 1,189,398 1,592,573 1,545,880 Deferred insurance acquisition costs . . . . . . . . . . . . . . . . . . . . 349,194 374,805 — — 349,194 374,805 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,804 103,004 1,251,901 1,189,398 1,243,379 1,171,075 ................................................ 3,475,039 3,885,517 6,060,822 6,027,902 9,090,662 9,499,100 Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 648,803 708,613 2,373,550 2,137,480 2,982,215 2,809,368 Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,748 45,358 409,766 204,027 475,017 230,266 Liabilities and stockholders’ equity Notes and accounts payable, trade . . . . . . . . . . . . . . . . . . . . . 7,847 7,099 773,221 801,252 778,773 806,044 Deposits from customers in the banking business . . . . . . . . . . 378,851 546,718 — — 378,851 546,718 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,357 109,438 1,190,563 1,132,201 1,349,574 1,226,340 Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,450,969 2,756,679 1,482,378 1,228,927 3,707,587 3,795,547 Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,811 135,750 775,233 627,367 777,649 678,992 Accrued pension and severance costs . . . . . . . . . . . . . . . . . . . 10,183 14,362 358,199 338,040 368,382 352,402 Future insurance policy benefits and other . . . . . . . . . . . . . . . . 2,178,626 2,464,295 — — 2,178,626 2,464,295 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,349 142,272 348,946 263,520 382,930 299,858 Minority interest in consolidated subsidiaries . . . . . . . . . . . — 5,476 17,554 18,471 22,858 23,847 Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 375,267 414,749 2,187,340 2,643,024 2,378,002 2,870,338 ................................................ 3,475,039 3,885,517 6,060,822 6,027,902 9,090,662 9,499,100 INVESTMENTS Sony regularly evaluates its investment portfolio to identify other- and whether or not Sony is able to retain the investment for a period of time sufficient to allow for the anticipated recovery in than-temporary impairments of individual securities. Factors that are considered by Sony in determining whether an other-than- market value. In evaluating the factors for available-for-sale securities with temporary decline in value has occurred include: the length of time and extent to which the market value of the security has readily determinable fair values, management presumes a decline in value to be other-than-temporary if the fair value of been less than its original cost, the financial condition, operating results, business plans and estimated future cash flows of the the security is 20 percent or more below its original cost for an extended period of time (generally a period of up to six to twelve issuer of the security, other specific factors affecting the market value, deterioration of issuer’s credit condition, sovereign risk, months). The presumption of an other-than-temporary impairment in such cases may be overcome if there is evidence to Sony Corporation 51 BH6/30 Page 51 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC support that the decline is temporary in nature due to the existence of other factors which overcome the duration or magnitude expected operating results, business plans and future cash flows of the issuer of the security. Accordingly, it is possible that of the decline. On the other hand, there may be cases where impairment losses are recognized when the decline in the fair investments in Sony’s portfolio that have had a decline in value that Sony currently believes to be temporary may be determined value of the security is not more than 20 percent or such decline has not existed for an extended period of time, as a result of to be other-than-temporary in the future based on Sony’s evaluation of additional information such as continued poor operating considering specific factors which may indicate the decline in the fair value is other-than-temporary. results, future broad declines in value of worldwide equity markets and the effect of world wide interest rate fluctuations. As a The assessment of whether a decline in the value of an investment is other-than-temporary is often judgmental in nature and result, unrealized losses recorded for investments may be recognized into income in future periods. involves certain assumptions and estimates concerning the The following table contains available for sale and held to maturity securities, breaking out the unrealized gains and losses by investment category. Yen in millions Unrealized gain Cost March 31, 2005 Unrealized loss Fair market value Financial Services Available for sale Debt securities Sony Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,769,693 56,988 (2,130) 1,824,551 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 315,101 1,096 (281) 315,916 Sony Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,256 22,735 (278) 64,713 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,469 5,172 (12) 14,629 Equity securities Held to maturity Debt securities Sony Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,414 530 (13) 27,931 Total Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,163,933 86,521 (2,714) 2,247,740 Available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,212 21,520 (577) 82,155 Held to maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 — — 17 Total Non-Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,229 21,520 (577) 82,172 Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,225,162 108,041 (3,291) 2,329,912 Non-Financial Services: The most significant portion of these unrealized losses relate These unrealized losses related to numerous investments, with to investments held by Sony Life. Sony Life principally invests in debt securities in various industries. Almost all of these securi- no single investment being in a material unrealized loss position. In addition, there was no individual security with unrealized ties were rated “BBB” or better by Standard & Poor’s, Moody’s or others. As of March 31, 2005, Sony Life had debt and equity losses that met the test discussed above for impairment as the declines in value were observed to be small both in amounts securities which had gross unrealized losses of 2.1 billion yen and 0.3 billion yen, respectively. Of the unrealized loss amounts and percentage, and therefore, the decline in value for those investments was still determined to be temporary in nature. The recorded by Sony Life, less than 1 percent relate to securities being in an unrealized loss position of greater than 12 months. percentage of noninvestment grade securities held by Sony Life represents approximately 3 percent of Sony Life’s total invest- 52 Sony Corporation BH6/30 Page 52 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC ment portfolio, while the percentage of unrealized losses that relate to those noninvestment grade securities was approxi- value. For publicly traded investments, fair value is determined by the closing stock price as of the date on which the impair- mately 4 percent of Sony Life’s total unrealized losses as of March 31, 2005. ment determination is made. For non-public investments, fair value is determined through the use of such methodologies as For fixed maturity securities with unrecognized losses held by Sony Life as of March 31, 2005 (2.1 billion yen), maturity dates discounted cash flows, valuation of recent financings and comparable valuations of similar companies. The impairment vary as follows: losses that were recorded in each of the three fiscal years related to the unique facts and circumstances of each individual ■ Within ■1 1 year . . . . . . . . . . . . . . . . . . . . . . . . . 18 percent to 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . 55 percent investment and did not significantly impact other investments. Sony Life and Sony Bank’s investments constitute the majority ■5 to 10 years . . . . . . . . . . . . . . . . . . . . . . . . . 21 percent of the investments in the Financial Services segment. Sony Life and Sony Bank account for approximately 84 percent and 14 Sony also maintains long-term investment securities issued by a number of non-public companies. The aggregate carrying amount of these investments in non-public companies at March 31, 2005 was 48.9 billion yen. A non-public equity investment is percent of the investments of the Financial Services segment, respectively. Sony Life’s basic investment policy is to take both expected valued at cost as fair value is not readily determinable. If the value is estimated to have declined and such decline is judged returns and investment risks into account in order to maintain sound asset quality, structuring its asset management portfolio to be other than temporary, impairment of the investment is recognized and the carrying value is reduced to its fair value. to ensure steady medium- and long-term returns by investing assets in an efficient manner and responding flexibly to changes For the fiscal years ended March 31, 2003, 2004 and 2005, total impairment losses were 25.5 billion yen, 16.7 billion yen in financial conditions and the investment environment. Moreover, Sony Life analyzes the character of future insurance policy and 4.2 billion yen of which 2.3 billion yen, 0.2 billion yen and 0.5 billion yen, respectively, were recorded by Sony Life in benefits by utilizing Asset Liability Management (“ALM”), a method of managing interest rate fluctuation risk through the Financial Services revenue (Refer to “Financial Services” under “Operating Performance by Business Segment” for the fiscal comprehensive identification of the mismatches of duration and cash flows between assets and liabilities. Government bonds, years ended March 31, 2005 and March 31, 2004). Impairment losses other than at Sony Life in each of the three fiscal years convertible bonds, and straight corporate bonds constitute a majority of Sony Life’s current portfolio. Sony Life invests in were reflected in non-operating expenses and primarily relate to the certain strategic investments in non-financial services various types of bonds in many countries, companies and industries, to diversify associated risks. Stocks accounted for businesses. These investments primarily relate to the certain strategic investments in Japan, the U.S. and Europe with which approximately 3 percent of the current portfolio. Sony Bank operates using a similar basic investment policy as Sony has strategic relationships for the purposes of developing and marketing new technologies. The impairment losses were Sony Life, taking expected returns and investment risks into account in order to disperse associated risks, and structuring its recorded for each of the three fiscal years as these companies failed to successfully develop and market such technology, the asset portfolio to ensure steady returns from investments. In addition, Sony Bank is careful to match the duration of its asset operating performance of the companies was more unfavorable than previously expected and the decline in fair value of these portfolio with the duration of liabilities resulting from customer deposits, in order to ensure that significant discrepancies do not companies was judged as other-than-temporary. None of these impairment losses was individually material to Sony, except for occur. Government bonds and corporate bonds in yen or other currencies constitute a majority of Sony Bank’s current portfolio. the devaluation of securities explained in “Other Income and Expenses” for the fiscal years ended March 31, 2005, March 31, To safeguard its assets Sony Bank does not invest in equity securities but invests in various types of government and 2004 and March 31, 2003. Upon determination that the value of an investment is im- corporate bonds in many countries, companies and industries, to diversify associated risks. With respect to loans, Sony Bank paired, the value of the investment is written down to its fair mainly offers housing loans to individuals and does not have any corporate loan exposure. Sony Corporation 53 BH6/30 Page 53 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENT LIABILITIES The following table summarizes Sony’s contractual obligations and major commitments as of March 31, 2005. Please note that references to Notes below are references to particular notes within the Notes to Consolidated Financial Statements. Yen in millions Payments due by period Total Less than 1 year 1 to 3 years 3 to 5 years After 5 years Contractual Obligations and Major Commitments*: Long-term debt (Note 12) Capital lease obligations (Notes 9 and 12) . . . . . . . . . . . . . . . . . . . . . . . 40,301 11,173 17,435 6,655 4,498 Other long-term debt (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 805,561 155,157 192,741 278,684 178,979 Minimum rental payments required under operating leases (Note 9) . . . . . . 169,951 38,182 53,561 24,556 53,652 83,683 67,698 15,973 12 — 82,080 45,651 36,429 — — Purchase commitments for property, plant and equipment and other assets (Note 24) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected cost for the production or purchase of films and television programming or certain rights (Note 24) . . . . . . . . . . . . . . . . . . * The total amount of expected future pension payments is not included in the above table or the total amount of commitments outstanding at March 31, 2005 discussed below as such amount is not currently determinable. Sony expects to contribute approximately 35.0 billion yen to the Japanese pension plans and approximately 6.0 billion yen to the foreign pension plans for the fiscal year ending March 31, 2006 (Note 15). * The total unused portion of the line of credit extended under loan agreements in the Financial Services segment is not included in the above table or the amount of commitments outstanding at March 31, 2005 discussed below as it is not foreseeable how many loans will be executed. The total unused portion of the line of credit extended under these contracts was 199.9 billion yen as of March 31, 2005 (Note 24). * The 5 year Revolving Credit Agreement with Sony BMG, which matures on August 5, 2009 and provides for a base commitment of 32.1 billion yen and additional incremental borrowings of up to 16.1 billion yen, is not included in the above table or the amount of commitments outstanding at March 31, 2005 discussed below as such amount is not currently determinable. Sony’s outstanding commitment under this Credit Agreement as of March 31, 2005 was 24.1 billion yen (Note 24). The total amount of commitments outstanding at March 31, 2005 was 240.7 billion yen (Refer to Note 24 of Notes to Consolidated Financial Statements). The commitments include The following table summarizes Sony’s contingent liabilities as of March 31, 2005. Yen in millions major purchase obligations as shown above. In the ordinary course of business, Sony makes commitments for the purchase of property, plant and equipment. As of March 31, 2005, such commitments outstanding were 83.7 billion yen. A subsidiary in the Pictures segment has committed to fund a portion of the production cost of completed films and is responsible for all distribution and marketing expenses relating to these films under a distribution agreement with a third party. Further, certain subsidiaries in the Pictures segment have entered into agreements with creative talent for the development and production of films and television programming as well as agreements with third parties to acquire completed films, or certain rights therein. As of March 31, 2005, the total amount of the expected cost for the production or purchase of films and television programming or certain rights under the above commitments was 82.1 billion yen. In order to fulfill its commitments, Sony will use cash generated by its operating activities, intra-group loans and borrowings from subsidiaries with excess funds to subsidiaries that are short of funds through its finance subsidiaries such as SGTS, and raise funds from the global capital markets and from banks when necessary. Total amounts of contingent liabilities Contingent Liabilities (Notes 24): Loan guarantees to related parties . . . . . . . . 7,642 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,407 Total contingent liabilities . . . . . . . . . . . . . . . 26,049 OFF-BALANCE SHEET ARRANGEMENTS Sony has several accounts receivable securitization programs to provide liquidity, capital resources and credit risk support. In the United States, Sony has set up an accounts receivable securitization program that provides for the accelerated receipt of up to 53.5 billion yen of cash on eligible trade accounts receivable of Sony’s U.S. electronics subsidiary. Through this program, Sony can securitize and sell a percentage of an undivided interest in that pool of receivables to several multiseller commercial paper conduits owned and operated by a bank. These securitization transactions are accounted for as a sale in accordance with FAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, because Sony has relinquished control of the receivables. Accordingly, accounts receivable sold under these transactions are excluded from receivables in the accompanying consolidated balance sheet. During the period from April 2004 54 Sony Corporation BH6/30 Page 54 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC to January 2005, Sony sold a total of 80.3 billion yen of accounts receivable under this program. There were no outstanding recently entered into several joint ventures and made certain strategic investments which include SONY BMG, S-LCD and amounts due at March 31, 2005 relating to the existing undivided interests in the pool of receivables that had been sold. Metro–Goldwyn–Mayer Inc. (“MGM”). Sony has reviewed these investments and determined that both SONY BMG and S-LCD Losses from these transactions were insignificant. This program was terminated in May 2005. are not VIEs while MGM is a VIE. However, MGM will not be consolidated as Sony is not the primary beneficiary of this VIE. During the fiscal year ended March 31, 2005, Sony entered into new accounts receivable sales programs that provide for Accordingly, Sony has accounted for these investments under the equity method. the accelerated receipt of up to 47.5 billion yen of eligible trade accounts receivable of Sony Corporation. Through these programs, Sony can sell receivables to special purpose entities owned and operated by banks. These transactions CASH FLOWS are accounted for as a sale in accordance with FAS No. 140, because Sony has relinquished control of the receivables. (The fiscal year ended March 31, 2005 compared with the fiscal year ended March 31, 2004) Accordingly, accounts receivable sold under these transactions are excluded from receivables in the accompanying consolidated Operating Activities: During the fiscal year ended March 31, 2005, Sony generated 647.0 billion yen of net cash from balance sheet. The initial sale of these receivables was in March 2005, and Sony sold a total of 10.0 billion yen for the fiscal year operating activities, a increase of 14.4 billion yen, or 2.3 percent compared with the previous fiscal year. Of this total, all segments ended March 31, 2005. Losses from these transactions were insignificant. Although Sony continues servicing the sold receiv- excluding the Financial Services segment generated 485.4 billion yen of net cash from operating activities, a increase of 84.3 billion ables, no servicing liabilities are recorded because costs regarding collection of the sold receivables are insignificant. yen, or 21.0 percent, compared with the previous fiscal year, and the Financial Services segment generated 168.1 billion yen of net Refer to Note 7 of Notes to Consolidated Financial Statements for more information. cash from operating activities, a decrease of 73.5 billion yen, or 30.4 percent, compared with the previous fiscal year. Sony has, from time to time, entered into various financing arrangements with Variable Interest Entities (“VIEs”). These During the fiscal year, in addition to profit contributions from the Pictures, Financial Services, Game and Music segments and arrangements include facilities which provide for the leasing of certain property, the financing of film production and the depreciation expenses, operating cash flow benefited from an increase in notes and accounts payable, trade, primarily associ- development and operation of a multi-use real estate complex. Although not a significant part of its financing activities, Sony ated with an increase in sales and procurement related primarily to the PSP within the Game segment during the fourth quarter employs these arrangements because they provide a diversification of funding sources. The assets and liabilities associated with of the fiscal year, a decrease in notes and accounts receivable, trade, associated with a sales decrease in the Pictures segment these arrangements previously qualified for off-balance sheet treatment. On July 1, 2003, Sony adopted FIN 46 and accord- during the fourth quarter and within the Music segment associated with the decrease in sales after August 2004, and a ingly, the assets and liabilities associated with these arrangements were consolidated. Refer to Note 23 of Notes to Consoli- decrease in inventory mainly within the Game and Electronics segments. Partially offsetting these contributions were factors dated Financial Statements for more information. As a result, Sony recognized a one time charge with no tax effect of 2.1 including an increase in notes and accounts receivable, trade primarily within the Game segment. In addition, in the Financial billion yen for cumulative effect of an accounting change for the year ended March 31, 2004. Additionally, Sony’s assets and Services segment, an increase in future insurance policy benefits and other, due to an increase in insurance-in-force, contributed liabilities increased as non-cash transactions, which resulted in no cash flows, by 95.3 billion yen and 98.0 billion yen, respec- to operating cash flow in the Financial Services segment. Compared with the previous fiscal year, net cash provided by tively. Cash and cash equivalents as of March 31, 2005, also increased by 1.5 billion yen compared with previous fiscal year- operating activities increased, due to a decrease in inventory during the fiscal year compared to an increase in inventory in the end. As of March 31, 2005, Sony is a primary beneficiary for all the VIEs in which Sony holds a significant variable interest, and previous fiscal year, and there was a smaller increase in notes and accounts receivable, trade, compared with the previous all these VIEs are consolidated by Sony. Also, in connection with Sony’s utilization of joint venture and fiscal year associated with the decrease in sales. These factors were partially offset by factors such as a smaller increase in alliances to achieve certain strategic objectives, Sony has notes and accounts payable, trade. Sony Corporation 55 BH6/30 Page 55 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC Investing Activities: During the fiscal year, Sony used 931.2 billion yen of net cash in investing activities, an increase of 169.4 In the Financial Services segment, as a result of a 294.4 billion yen increase in customer deposits due to factors such as an billion yen, or 22.2 percent, compared with the previous fiscal year. Of this total, all segments excluding the Financial Services increase in insurance-in-force at Sony Life and an increase in deposits from customers in the banking business, 256.4 billion segment used 472.1 billion yen of net cash in investing activities, an increase of 119.6 billion yen, or 33.9 percent, compared with yen was procured by financing activities. Accounting for all these factors and the effect of exchange the previous fiscal year, and the Financial Services segment used 421.4 billion yen in net cash, an increase of 19.8 billion rate changes, the total outstanding balance of cash and cash equivalents at the end of the fiscal year decreased by 70.1 billion yen, or 4.9 percent. During the fiscal year, purchases of fixed assets (capital yen, or 8.3 percent, to 779.1 billion yen, compared with the end of the previous fiscal year. The total outstanding balance of cash expenditures) were made, primarily due to proactive capital expenditures in semiconductors mainly within the Electronics and cash equivalents of all segments excluding the Financial Services segment decreased by 73.2 billion yen, or 12.3 segment, mostly associated with system LSI including the Cell next-generation, high-performance processor, as well as percent, to 519.7 billion yen, and for the Financial Services segment, increased by 3.1 billion, or 1.2 percent, to 259.4 billion investments associated with the establishment of the amorphous TFT LCD panel manufacturing joint venture S-LCD. Within the yen, compared with the end of the previous fiscal year. Financial Services segment, payments for investments and advances exceeded proceeds from maturities of marketable securities, sales of securities investments and collections of advances primarily as a result of both investments in mainly Japanese fixed income securities resulting from an increase in insurance premiums at Sony Life, and a housing loan campaign Cash flows (Yen in billions) 1,000 500 carried out at Sony Bank. Compared with the previous fiscal year, net cash used in investing activities increased, due primarily to investments associated with S-LCD. In all segments excluding the Financial Services segment, the amount of payments for investments and advances increased by 124.8 billion yen from 33.3 billion yen to 158.2 billion yen due to the abovementioned investments at SLCD. On the other hand, in the Financial Services segment, net cash used in investing activities increased due to an increase in proceeds from investments and advances year on year. 0 –500 –1,000 2003 2004 2005 ■ Cash flows from operating activities ■ Cash flows from investing activities ■ Cash flows from financing activities *Years ended March 31 In all segments excluding the Financial Services segment, the difference between cash generated from operating activities and cash used in investing activities was 13.3 billion yen for the fiscal year, a decrease of 35.3 billion yen, or 72.6 percent, compared CONDENSED STATEMENTS OF CASH FLOWS SEPARATING OUT THE FINANCIAL SERVICES SEGMENT with the previous fiscal year. Financing Activities: During the fiscal year ended March 31, (UNAUDITED) The following schedule shows unaudited condensed statements 2005, 205.2 billion yen of net cash was provided by financing activities. Of the total, 95.4 billion yen of net cash was used for of cash flow for the Financial Services segment and all other segments excluding the Financial Services segment as well as financing activities in all segments excluding the Financial Services segment as a result of 89.7 billion yen being used for condensed consolidated statements of cash flow. These presentations are not required under U.S. GAAP, which is used the repayment of long term debt and 23.0 billion yen in cash being used for the payment of dividends. in Sony’s consolidated financial statements. However, because the Financial Services segment is different in nature from Sony’s In the fiscal year ended March 31, 2005, net cash was used for financing activities compared to 153.8 billion yen of net cash other segments, Sony believes that a comparative presentation may be useful in understanding and analyzing Sony’s consoli- procured in the previous fiscal year. This change was due mainly to the issuance of 250.0 billion yen in euro yen convertible dated financial statements. Transactions between the Financial Services segment and all other segments excluding the Financial bonds (bonds with stock acquisition rights) within the previous fiscal year. Services segment are eliminated in the consolidated figures shown below. 56 Sony Corporation BH6/30 Page 56 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC CONDENSED STATEMENTS OF CASH FLOWS SEPARATING OUT THE FINANCIAL SERVICES SEGMENT Yen in millions Sony without Financial Services Financial Services Years ended March 31 2004 2005 2004 Consolidated 2005 2004 2005 Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . 241,627 168,078 401,090 485,439 632,635 646,997 Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . (401,550) (421,384) (352,496) (472,119) (761,792) (931,172) Net cash provided by (used in) financing activities . . . . . . . . . . . . 141,696 256,361 153,759 (95,373) 313,283 205,177 Effect of exchange rate changes on cash and cash equivalents . . — — (47,973) 8,890 (47,973) 8,890 Net increase (decrease) in cash and cash equivalents . . . . . . . . . (18,227) 3,055 154,380 (73,163) 136,153 (70,108) Cash and cash equivalents at beginning of the fiscal year . . . . . . 274,543 256,316 438,515 592,895 713,058 849,211 Cash and cash equivalents at end of the fiscal year . . . . . . . . . . . 256,316 259,371 592,895 519,732 849,211 779,103 MARKET ACCESS LIQUIDITY AND CAPITAL RESOURCES Sony’s financial policy is to secure adequate liquidity and financing for its operations and to maintain the strength of its balance sheet. Sony intends to continue both structural reform and investment for future growth in several segments. Sony believes that it can maintain sufficient liquidity and financial flexibility to satisfy its various capital needs, including the funding requirements that arise from this business strategy, working capital needs, repayment of existing debt, payment of dividend and all its other capital needs, through operating cash flows and cash and cash equivalents, its ability to procure necessary funds from the financial and capital markets, its commitment lines with banks, and other means. Sony Corporation and SGTS, a finance subsidiary in the U.K., procure funds from the financial and capital markets. In order to meet long-term funding requirements, Sony Corporation utilizes its access to global equity and bond markets and did not issue any stock or bonds during the fiscal year. Sony has a shelf registration of 300 billion yen in the Japanese domestic bond market, of which no bonds were issued as of March 31, 2005. In order to meet the working capital requirements of Sony, SGTS maintains commercial paper (“CP”) programs and a medium-term note (“MTN”) program. SGTS maintains CP programs for the U.S., Euro and Japanese CP markets. As of March 31, 2005, the total amount of these CP programs was 1,251.5 billion yen. During the fiscal year ended March 31, 2005, the largest month-end outstanding balance of CP at SGTS was 122.5 billion yen in November 2004. There was no outstanding balance of CP as of March 31, 2005. SGTS maintains a Euro MTN program of whose total program Depreciation and amortization Capital expenditures (additions to property, plant and equipment) amount as of March 31, 2005 was 536.8 billion yen. There was no outstanding balance as of March 31, 2005. Sony Capital Corporation (“SCC”), a Sony finance subsidiary in the U.S., had an outstanding MTN balance of approximately 58.8 billion yen (Yen in billions) (Yen in billions) 400 400 300 300 financing function was integrated into that of SGTS. 200 200 LIQUIDITY MANAGEMENT Sony defines its liquidity sources as the amount of cash, cash 100 100 equivalents (“cash balance”), and committed lines of credit contracted with financial institutions. Working capital needs of 0 2003 2004 2005 * Years ended March 31 * Including amortization expenses for intangible assets and for deferred insurance acquisition costs 0 as of March 31, 2005. However, Sony does not intend to utilize SCC’s program for future financing requirements as SCC’s 2003 2004 *Years ended March 31 2005 Sony shows general seasonality to grow significantly in the third quarter (from October to December). In Sony’s liquidity management, it is basic policy to secure sufficient liquidity throughout the relevant fiscal year, covering such factors as short-term cash flow volatility mentioned above, repayments for debts whose Sony Corporation 57 BH6/30 Page 57 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC due date come within the fiscal year, and possible downward earnings risk due to business environment change. On November 22, 2004, S&P downgraded Sony’s long-term debt rating from A+ to A (outlook: negative). This action reflected Sony has a policy to keep more than a certain level of cash balance to absorb any working capital needs daily and monthly. the concerns of S&P that it is uncertain if Sony will strengthen and stabilize its profitability particularly in the electronics business, The cash balance on March 31, 2005, was 523.8 billion yen. A short-term shortage in the cash balance is financed by the under the severe competition and deflationary pressures. Sony’s short-term debt rating from S&P has been unaffected. Despite the issuance of CP. However, Sony controls the outstanding CP amount through internal limits as part of its short-term debt risk downgrading of Sony’s long-term debt rating by S&P, Sony believes its access to the global capital markets and ability to management strategy. In the fiscal year ended March 31, 2005, there was no outstanding CP amount. issue CP for its working capital needs has not been limited. As part of its additional liquidity sources, Sony has a total of 868.7 billion yen in committed lines of credit, of which the CASH MANAGEMENT Sony is centralizing and working to make more efficient its global unused amount was approximately 863.9 billion yen as of March 31, 2005. Major committed lines of credit include 574.3 billion cash management activities through SGTS. The excess or shortage of cash at most of Sony’s subsidiaries is invested or yen of the Global Commitment Facilities contracted with a syndicate of global banks, and 250 billion yen of committed lines funded by SGTS after having been netted out, although Sony recognizes that fund transfers are limited in certain countries and of credit contracted with a syndicate of Japanese banks. There has been no major change since the last fiscal year in terms of geographical areas due to restrictions on capital transactions. In order to pursue more efficient cash management, Sony man- the total amount and composition of the committed lines of credit. Sony uses these lines for general corporate purposes, ages uneven cash distribution among its subsidiaries directly or indirectly through SGTS so that Sony can reduce unnecessary including the support of commercial paper programs and for emergency purposes. There are no financial covenants in any cash and cash equivalents as well as borrowings as much as possible. of Sony’s material financial agreements that would cause an acceleration of the obligation in the event of a downgrade in The above description covers liquidity and capital resources for consolidated Sony excluding the Financial Services segment Sony’s credit ratings. However, a downgrade in Sony’s credit ratings could increase the cost of borrowings. There are no which secure liquidity on their own. restrictions on how Sony’s borrowings can be used except that some borrowings may not be used to acquire securities listed FINANCIAL SERVICES SEGMENT In the Financial Services segment, the management of Sony on a U.S. exchange or traded over-the-counter in U.S., and use of such borrowings must comply with the rules and regulations Financial Holdings Inc., Sony Life, Sony Assurance and Sony Bank recognize the importance of securing sufficient liquidity to issued by authorities such as the Board of Governors of the Federal Reserve Board. cover the payment obligations that they take on as a result of their ordinary course of business, and these companies abide RATINGS by the regulations imposed by regulatory authorities and establish and operate under company guidelines that comply Sony considers it to be one of management’s top priorities to maintain a stable and appropriate credit rating in order to ensure with these regulations. Their purpose in doing so is to maintain sufficient cash and cash equivalents and secure sufficient means financial flexibility for liquidity and capital management, and to continue to maintain adequate access to sufficient funding to pay their obligations. For instance, Sony Life’s cash inflows come mainly from policyholders’ insurance premiums and Sony resources in the financial and capital markets. In order to facilitate access to global capital markets, Sony Life keeps sufficient liquidity in the form of investments primarily in various securities. Sony Bank, on the other hand, uses its obtains credit ratings from two rating agencies, Moody’s Investors Service (“Moody’s”) and Standard and Poor’s Rating cash inflows, which come mainly from customers’ deposits in local or foreign currencies, in order to offer housing loans Services (“S&P”). In addition, Sony maintains a rating from Rating and Investment Information, Inc. (“R&I”), a rating agency to individuals or to make bond investments, and establish a necessary level of liquidity for the smooth settlement of in Japan, for access to the Japanese capital market. Sony’s current debt ratings from each agency are noted below: transactions. Sony Life currently obtains ratings from four rating agencies: A+ by S&P both for long-term local currency issuer ratings and insurance and finance capability ratings, A+ by AM Best Moody’s S&P R&I Long-term debt A1 (Outlook: Negative) A (Outlook: Negative) AA Corporation for insurance and finance capability ratings, and AA by R&I and the Japan Credit Rating Agency Ltd for insurance Short-term debt P-1 A-1 a-1+ claim payment capabilities ratings. Sony Bank obtained an A-/A-2 58 Sony Corporation BH6/30 Page 58 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC rating from S&P for its long-term/short-term local/foreign currency issuer ratings. conductors, communications, displays and next generation optical discs. There was an increase in research and development costs related to semiconductor process technology associated with the transfer of Sony Computer Entertainment’s RESEARCH AND DEVELOPMENT semiconductor manufacturing operations from the Game segment to the Electronics segment. However, the stringent Recognizing that research and development are indispensable for business growth, Sony has established semiconductors, selection of research and development activities resulted in a small increase in research and development costs within the displays, and optical technologies and related devices as focus areas for research and development and is devoting its energies Electronics segment. Research and development costs in the Game segment remained high due to the research and to the development of a variety of strategic devices and innovative new products as part of research and development activities development associated with PSP and PLAYSTATION 3 (“PS3”). within the Network companies and business groups. Moreover, a Technology Round Table has been set up to facilitate the REWARDING SHAREHOLDERS selection, consolidation and convergence of themes for research and development, for the sharing and validation of research and Sony believes that continuously increasing corporate value and development roadmaps and to frame research and development strategy. In addition, while continually endeavoring to improve providing dividends are essential to rewarding shareholders. It is Sony’s policy to utilize retained earnings, after ensuring the product quality, Sony is also striving to develop products that are even more environmentally-friendly. During the fiscal year perpetuation of stable dividends, to carry out various investments that contribute to an increase in corporate value such as those ended March 31, 2005, Sony received a special commendation and award from the Ministry of Agriculture, Forestry and Fisher- that ensure future growth and strengthen competitiveness. A fiscal year-end cash dividend of 12.5 yen per share of Sony ies of Japan for excellence in the utilization of biomass as a result of Sony’s “technological development and proactive Corporation Common Stock was approved at the Board of Directors meeting held on May 16, 2005 and was paid on June implementation of vegetable-based plastics in home electronic appliances.” Sony continues to strengthen the basic research 1, 2005. Sony Corporation has already paid an interim dividend for Common Stock of 12.5 yen per share to each shareholder; and development structure at two of its corporate laboratories, the Material Laboratories and the Information Technology accordingly, the total annual cash dividend per share of Common Stock is 25.0 yen. Laboratories. These laboratories closely collaborate with the research and development activities carried out by the network Regarding shares of subsidiary tracking stock issued in Japan by Sony Corporation, SCN has been working to manage its companies, with the aim of forging new future markets. In addition, Sony operates three independent research laborato- operations so as to expand cash flow, fully solidify its financial base and increase its retained earnings to aggressively expand ries; Sony Computer Science Laboratories, Inc. (focusing on fundamental research and user interface research); Sony-Kihara its business to strengthen its foundation and respond to the quickly expanding Internet market. For these reasons, SCN Research Center, Inc. (focusing on three-dimensional computer graphics and image processing technologies); and Sony does not plan to distribute earnings to SCN shareholders for the time being. As such, Sony Corporation will continue its Intelligence Dynamics Laboratories, Inc. Research and development costs for the fiscal year ended policy of not paying dividends to shareholders of the subsidiary tracking stock. March 31, 2005 decreased 12.5 billion yen, or 2.4 percent, to 502.0 billion yen, compared with the previous fiscal year. The ratio of research and development costs to sales (excluding the Financial Services segment) increased from 7.5 percent to 7.6 NUMBER OF EMPLOYEES percent. The bulk of research and development costs were incurred in the Electronics and Game segments. Expenses in The number of employees at the end of March 2005 was approximately 151,400, a decrease of approximately 10,600 the Electronics segment increased 2.4 billion yen, or 0.5 percent, to 432.8 billion yen, and expenses in the Game employees from the end of March 2004. Although employees increased at manufacturing facilities in Asia, particularly in China, segment decreased 14.9 billion yen, or 17.9 percent, to 68.5 billion yen. In the Electronics segment, approximately 62 percent the total number of employees declined due to the reductions associated with the implementation of restructuring activities in of expenses were for the development of new product prototypes while the remaining 38 percent were for the development Japan, the U.S., Europe and South-East Asia, and a decrease in the number of employees due to the establishment of Sony BMG. of mid- to long-term new technologies in such areas as semiSony Corporation 59 BH6/30 Page 59 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC TREND INFORMATION intense price erosion in the end-user consumer audio visual products market. To respond to these challenges, Sony is This section, including the Forecast of Consolidated Results, contains forward-looking statements about the possible future striving to keep pace with price erosion by reducing its manufacturing and other costs. It is seeking to maintain the premium performance of Sony and should be read in light of the cautionary statement on that subject, which appears on the inside front pricing it enjoys on many of its end-user products by adding functionality to those products and developing new applications cover page and which applies to this entire document. and ways of use that are then communicated to the consumer. In addition, it is taking steps to increase its competitive edge by ISSUES FACING SONY AND MANAGEMENT’S RESPONSE TO THOSE ISSUES developing high value-added semiconductors and other digital key devices in-house. By increasing the ratio of key devices Competition in many of Sony’s business segments continues to intensify and price erosion, especially in the Electronics seg- produced in-house, Sony aims to capture the value that has become increasingly concentrated in those devices. ment, remains persistent. Competition has intensified due to the penetration of broadband, which has led to an augmentation of In the area of semiconductors, in the fiscal years ended March 31, 2004 and 2005, Sony carried out 175 billion yen and 150 network infrastructure, making it easier for companies in other sectors to enter the markets in which Sony competes. billion yen, respectively, of capital expenditure mainly on system LSIs and CCDs. Of this, Sony invested 69 billion yen in the fiscal In response to these challenges, over the three fiscal years ending March 31, 2006, Sony is implementing Transformation year ended March 31, 2004 and invested 90 billion yen in the fiscal year ended March 31, 2005 on semiconductor fabrication 60, a series of fundamental reforms aimed at improving operational profitability and competitiveness in anticipation of future equipment built at the 65 nanometer level of process technology. Chips that will be manufactured using this equipment will growth. Through greater focus of management resources on strategic businesses, accelerated reform of its manufacturing be some of the most highly advanced on the market, and will include the Cell next-generation, high-performance processor, platform, headcount reductions in administrative (including corporate) and sales functions and reductions in the cost of as well as other system LSI for use in the next generation computer entertainment system PS3 and a variety of future non-production materials, Sony intends to reduce fixed costs. Sony also aims to lay the seeds for future growth through consumer electronics products. Sony began developing Cell together with IBM Corporation and Toshiba Corporation in the strategic investments in research and development, as well as aggressive capital expenditures in the area of semiconductors. spring of 2001. In July 2004, in order to establish a more efficient and coordinated semiconductor supply structure, Sony has In addition to this cost-cutting and investment for growth, each of Sony’s business segments grappled with issues specific integrated its semiconductor manufacturing business by transferring Sony Computer Entertainment’s semiconductor manufac- to that segment. Below is a description of the issues management believes each segment continues to face and an explana- turing operation from the Game segment to the semiconductor category within the Electronics segment. tion as to how each segment is approaching those issues. In the area of other key devices, Sony invested in 7th generation amorphous TFT LCD panel production equipment, through ■ ELECTRONICS Although the Electronics segment continues to hold a very a one billion U.S. dollar investment in S-LCD, a joint venture with Samsung, based in South Korea. This investment reflects Sony’s strong position in the worldwide consumer audio visual products market, that position has become increasingly threatened as a belief that demand for LCD televisions will continue to increase rapidly. Samsung holds 50 percent plus one share of the equity result of the entrance of new manufacturers and distributors. These new entrants are threatening Sony’s position due to the of the joint venture while Sony holds 50 percent minus one share of the equity of the joint venture. The President and CEO industry shift from analog to digital technology. In the analog era, complicated functionality of electronics products was made comes from Samsung while the CFO comes from Sony. Production of LCD panels began in April 2005. Expected production possible through the combination of several complex parts, and Sony held a competitive advantage in the design and manufac- capacity is 60,000 sheets per month at the 7th generation (1,870 mm x 2,200 mm) level of technology. ture of those parts as a result of its accumulated expertise. In the digital era, however, complicated functionality has become ■ GAME concentrated on semiconductors and other key digital devices. Since these semiconductors and key devices are able to be In the Game segment, PS2 has a high share of the global game console market, and the PS2 business, particularly the PS2 mass produced, they have become readily available to new market entrants, and the functionality that once commanded a software business, remains in its harvest stage. However, production shipment units of PS2 hardware are expected to high premium has become more affordable. This has led to decrease in the fiscal year ending March 31, 2006. In order to 60 Sony Corporation BH6/30 Page 60 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC ensure future growth in the Game segment, Sony is investing, as described above, in the research and development of individual needs, in April 2004 Sony established Sony Financial Holdings, a holding company comprised of Sony Life, Sony cutting-edge microprocessors and other LSIs that will be used in the next generation computer entertainment system, Assurance and Sony Bank, with the aim of both increasing the synergies between these businesses and targeting an initial PS3. Furthermore, Sony is working to develop a new market through its introduction of PSP, a new handheld video game public offering during the fiscal year ending March 31, 2007. system on which a variety of content can be enjoyed. PSP was introduced in Japan and U.S. in December 2004 and FORECAST OF CONSOLIDATED RESULTS Factors which may affect Sony’s financial performance include March 2005, respectively and will be introduced in Europe in September 2005. the following: market conditions, including general economic conditions, in major areas where Sony conducts its businesses, ■ MUSIC levels of consumer spending, foreign exchange fluctuations, Sony’s ability to continue to design, develop, manufacture, sell, Within the music industry, album sales over the past several years have decreased due to piracy and competition from other and win acceptance of its products and services, Sony’s ability to continue to implement personnel reductions and other entertainment sectors. One way Sony is working to combat digital piracy and generate profits is through the digital distribu- business reorganization initiatives, Sony’s ability to implement its network strategy, and implement successful sales and distribu- tion of content, is through its launch of the Connect music store, a digital downloading service, which is now classified as part of tion strategies in the light of the Internet and other technological developments, Sony’s ability to devote sufficient resources to the Other segment. As part of an effort to achieve significant operational efficiencies, Sony merged its recorded music research and development, and capital expenditures, and the success of Sony’s joint ventures and alliances. Risks and business, excluding its recorded music business in Japan, with the recorded music business of Bertelsmann AG in August uncertainties also include the impact of any future events with material unforeseen impacts. Refer also to the “Cautionary 2004, forming the joint venture SONY BMG. The newly formed company is 50 percent owned by each parent company and is Statement”. accounted for by Sony under the equity method. Regarding the forecast of consolidated results for the fiscal year ending March 31, 2006, sales and operating revenue, ■ PICTURES In the Pictures segment, Sony faces intense competition, rising operating income, and income before income taxes are expected to increase compared with the fiscal year ended March 31, advertising and promotion expenses and a growing trend toward digital piracy. To meet these challenges, Sony is working 2005. Net income is expected to decrease. This forecast assumes that the yen for the fiscal year ending March 31, 2006 to distribute a diversified portfolio of motion pictures and capitalize on the expanding DVD home entertainment market, will strengthen against the U.S. dollar and the euro compared with the fiscal year ended March 31, 2005. which is becoming a more significant source of revenues and profits. One of the ways that Sony is working to distribute a During the fiscal year ending March 31, 2006, restructuring charges, primarily in the Electronics segment, of approximately diversified portfolio of motion pictures and capitalize on the expanding DVD home entertainment market is through its 72 billion yen are expected to be incurred across Sony as a whole. 90 billion yen of restructuring charges were recorded in participation in the acquisition of MGM. In conjunction with the transaction, SPE entered into agreements to co-finance and the fiscal year ended March 31, 2005. The forecast for operating income and income before income produce new motion pictures with MGM and to distribute MGM’s existing film and television content in, among other taxes reflects an estimated gain of approximately 60 billion yen related to the transfer to the Japanese Government of the markets, the DVD home entertainment market. substitutional portion, the benefit obligation related to past employee service, of Sony’s Employee Pension Fund. Further- ■ FINANCIAL SERVICES In the Financial Services segment, the value of assets accumu- more, 35 billion yen of this estimated gain is reflected in the forecast for net income after deductions for the effect of lated by the businesses in the segment has grown continuously over the past several fiscal years, resulting in a large portion income taxes. In June 6, 2005, SCN sold 17,935 shares of So-Net M3 Inc., (approximately 40 percent) of Sony’s total assets being accounted for by the Financial Services segment. To strengthen at 694,600 yen per share with a total value of 12.5 billion yen. As a result of this sale, Sony records approximately 11.9 billion asset management and risk management in parallel with this growing asset value, enhance disclosure of business details, yen gain on the sale of its stock for the year ending March 31, 2006, and Sony’s ownership interest has been reduced from and offer customers integrated financial services tailored to their 74.8 percent to 60.8 percent. Sony Corporation 61 BH6/30 Page 61 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC As of March 31, 2005, Sony had deferred tax assets on tax loss carry forwards in relation to Japanese local income taxes increase of 15 percent compared with the fiscal year ended March 31, 2005. Approximately 90 percent of the amount is totaling 77.5 billion yen. However, there is a possibility that, depending on future operating performance, Sony may establish expected to be spent in the Electronics segment. Of this amount, capital expenditures on semiconductors during the a valuation allowance against part or all of its deferred tax assets that would be charged to income as an increase in tax expense. fiscal year are expected to amount to 160 billion yen (actual amount in the fiscal year ended March 31, 2005 was 150 billion However, the forecast above does not include this possibility. The forecast for each business segment (excluding the yen). For an explanation regarding fund procurement, refer to “Liquidity and Capital Resources” above. anticipated gain from the transfer of the substitutional portion of Sony’s Employee Pension Fund) is as follows: ■ DEPRECIATION ■ ELECTRONICS In the fiscal year ending March 31, 2006, expenses for depreciation and amortization, which includes the amortization of Sales are expected to increase primarily due to an increase in the sales of products such as flat panel televisions and LCD rear intangible assets and the amortization of deferred insurance acquisition costs, are expected to be 390 billion yen, an in- projection televisions. With regard to operating performance, although an improvement is expected due to the increase in crease of 5 percent compared with the fiscal year ended March 31, 2005. Both expenses for the amortization of deferred sales and a reduction in fixed costs relating to restructuring implemented during the previous fiscal year, a decline in unit insurance acquisition costs in the Financial Services segment and expenses for depreciation and amortization in the prices, appreciation of the yen against the U.S. dollar and euro and increase in both depreciation and amortization and research Electronics segment are expected to increase. and development costs are also anticipated. An improvement in operating performance is expected, reflecting the above- ■ RESEARCH AND DEVELOPMENT Sony expects research and development costs (total of expenses mentioned factors, as well as an anticipated reduction in restructuring charges. for the development of new product prototypes and expenses for the development of mid- to long-term new technologies) for the ■ GAME fiscal year ending March 31, 2006 to be 520 billion yen, a 4 percent increase compared with the fiscal year ended March 31, Sales are expected to increase due to the contribution from both PSP hardware and software. Although PS2 and PSP are 2005. Research and development costs for both the Electronics and Game segments are expected to increase. AND AMORTIZATION expected to contribute to operating income, increased research and development costs primarily for PS3 are expected to leave operating income relatively unchanged. CRITICAL ACCOUNTING POLICIES ■ MUSIC Due to the establishment of SONY BMG, sales are expected to The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make decrease. A small increase in operating income is anticipated. estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and ■ PICTURES Although sales are expected to increase due to the impact of liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. SPE’s agreements with MGM, operating income is expected to decrease compared to the fiscal year ended March 31, 2005, in On an ongoing basis, Sony evaluates its estimates which are based on historical experience and on various other assump- which Spider-Man 2 was a substantial contributor. tions that are believed to be reasonable under the circumstances. The results of these evaluations form the basis for ■ FINANCIAL SERVICES Although revenue is expected to continue to grow mainly due to making judgments about the carrying values of assets and liabilities and the reported amounts of expenses that are not an increase in revenue from insurance premiums at Sony Life, a small decrease is expected in operating income due to the readily apparent from other sources. Actual results may differ from these estimates under different assumptions. Sony conservative estimation of insurance claim payments. considers an accounting policy to be critical if it is important to its financial condition and results, and requires significant ■ CAPITAL EXPENDITURES In the fiscal year ending March 31, 2006, capital expenditures judgments and estimates on the part of management in its application. Sony believes that the following represent the critical (additions to fixed assets) are expected to be 410 billion yen, an accounting policies of the company. 62 Sony Corporation BH6/30 Page 62 05.7.7, 3:34 AM Adobe PageMaker 6.0J/PPC ■ INVESTMENTS Sony’s investments are comprised of debt and equity securities ■ IMPAIRMENT OF LONG-LIVED ASSETS Sony reviews the carrying value of its long-lived assets held and accounted for under both the cost and equity method of accounting. If it has been determined that an investment has used and long-lived assets to be disposed of whenever events or changes in circumstances indicate that the carrying value of sustained an other-than-temporary decline in its value, the investment is written down to its fair value by a charge to the assets may not be recoverable. This review is performed using estimates of future cash flows by product category (e.g. earnings. Sony regularly evaluates its investment portfolio to identify other-than-temporary impairments of individual securi- TV display CRTs) or entity (e.g. semiconductor manufacturing division in the U.S.). If the carrying value of the asset is consid- ties. Factors that are considered by Sony in determining whether an other-than-temporary decline in value has occurred include: ered impaired, an impairment charge is recorded for the amount by which the carrying value of the asset exceeds its fair value. the length of time and extent to which the market value of the security has been less than its original cost, the financial Fair value is determined using the present value of estimated net cash flows or comparable market values. condition, operating results, business plans and estimated future cash flows of the issuer of the security, other specific factors Management believes that the estimates of future cash flows and fair value are reasonable; however, changes in estimates affecting the market value, deterioration of credit condition of the issuers, sovereign risk, and ability to retain the investment for a resulting in lower future cash flows and fair value due to unforeseen changes in business assumptions could negatively affect period of time sufficient to allow for the anticipated recovery in market value. the valuations of those long-lived assets. These unforeseen changes include a possible further decline in demand for TV In evaluating the factors for available-for-sale securities whose fair values are readily determinable, management presumes a display CRTs due to a shift in demand from CRT displays to LCD and plasma panel displays. decline in value to be other-than-temporary if the fair value of the security is 20 percent or more below its original cost for an In the fiscal year ended March 31, 2003, Sony recorded impairment charges for long-lived assets totaling 12.4 billion extended period of time (generally a period of up to six to twelve months). This criteria is employed as a threshold to identify yen. This included 8.1 billion yen for the impairment of semiconductor and computer display CRT manufacturing equipment to securities which may have a decline in value that is other-thantemporary. The presumption of an other-than-temporary be abandoned or to be sold in connection with certain restructuring activities in the Electronics segment. It also included 2.7 impairment in such cases may be overcome if there is evidence to support that the decline is temporary in nature due to the billion yen for the impairment of a CD manufacturing facility in the U.S., the fair value of which was estimated by using meth- existence of other factors which overcome the duration or magnitude of the decline. On the other hand, there may be ods such as a survey of the local real estate market. In the fiscal year ended March 31, 2004, Sony recorded cases where impairment losses are recognized when the decline in the fair value of the security is not more than 20% or such impairment charges for long-lived assets totaling 16.1 billion yen. This included 5.3 billion yen for the impairment of long-lived decline has not existed for an extended period of time, as a result of considering specific factors which may indicate the assets such as semiconductor and TV display CRT manufacturing equipment to be abandoned or sold in connection with decline in the fair value is other-than-temporary. The assessment of whether a decline in the value of an certain restructuring activities in the Electronics segment. It also included 3.0 billion yen for the impairment of long-lived assets in investment is other-than-temporary often requires management judgment based on evaluation of relevant factors. Those factors the Music segment such as a certain CD manufacturing facility to be abandoned or sold and a recording studio and equipment include business plans and future cash flows of the issuer of the security, the regulatory, economic or technological environment to be held and used in Japan. Fair value of these assets was determined using estimated future discounted cash flows based of the investee, and the general market condition of either the geographic area or the industry in which the investee operates. on the best information available. In the fiscal year ended March 31, 2005, Sony recorded Accordingly, it is possible that investments in Sony’s portfolio that have had a decline in value that are currently believed to impairment charges for long-lived assets totaling 19.2 billion yen. This included 7.5 billion yen for the impairment of long-lived be temporary may determine to be other-than-temporary in the future based on Sony’s evaluation of additional information such assets of CRT TV display manufacturing facilities to be held and used in Europe in connection with certain restructuring activities as continued poor operating results, future broad declines in value of worldwide equity markets or circumstances in market in the Electronics segment. Fair value of these assets was determined using estimated future discounted cash flows based interest rate fluctuations. As a result, unrealized losses recorded for investments may be recognized into income on the best information available. in future periods. Sony Corporation 63 BH6/30 Page 63 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC ■ GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other intangible assets that are determined to have market information that is publicly available. Estimates of fair value are primarily determined using discounted cash flow an indefinite life are not amortized, but are tested for impairment in accordance with FAS No. 142 on an annual basis and analysis. This approach uses significant estimates and assumptions including projected future cash flows, the timing of such between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of cash flows, discount rates reflecting the risk inherent in future cash flows, perpetual growth rates, determination of appropriate these assets below their carrying value. Such an event would include unfavorable variances from established business plans, market comparables and the determination of whether a premium or discount should be applied to comparables. During significant changes in forecasted results or volatility inherent to external markets and industries, which are periodically reviewed the fourth quarter of the fiscal year ended March 31, 2005, Sony performed the annual impairment analysis and no impairment by management. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impair- loss has been recognized. Management believes that the estimates of future cash flows ment test is used to identify potential impairment by comparing the fair value of a reporting unit (generally, Sony’s operating and fair value are reasonable; however, changes in estimates resulting in lower future cash flows and fair value due to unfore- segments) with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of seen changes in business assumptions could negatively affect the valuations, which may result in Sony recognizing impairment the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying charges for goodwill and other intangible assets in the future. In order to evaluate the sensitivity of the fair value calculations amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure on the impairment analysis, Sony applied a hypothetical 10% decrease to the fair value of each reporting unit. As of March the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the 31, 2005, a 10% hypothetical decrease to the fair value of each reporting units would not have resulted in a material reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill impairment loss. exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The ■ PENSION BENEFITS COSTS Employee pension benefit costs and obligations are dependent implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combina- on certain assumptions including discount rates, retirement rates and mortality rates, which are based upon current statisti- tion. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecog- cal data, as well as expected long-term rates of return on plan assets and other factors. Specifically, the discount rate and nized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the expected long-term rate of return on assets are two critical assumptions in the determination of periodic pension costs and reporting unit was the purchase price paid to acquire the reporting unit. Other intangible assets are tested for impairment pension liabilities. Assumptions are evaluated at least annually, or at the time when events occur or circumstances change and by comparing the fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset these events or changes could have a significant effect on these critical assumptions. In accordance with U.S. GAAP, actual exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. results that differ from the assumptions are accumulated and amortized over future periods. Therefore, actual results generally Determining the fair value of a reporting unit under the first step of the goodwill impairment test and determining the fair affect recognized expenses and the recorded obligations for pensions in future periods. While management believes that the value of individual assets and liabilities of a reporting unit (including unrecognized intangible assets) under the second assumptions used are appropriate, differences in actual experience or changes in assumptions may affect Sony’s pension step of the goodwill impairment test is judgmental in nature and often involves the use of significant estimates and assumptions. obligations and future expenses. Sony’s principal pension plans are its Japanese pension plans. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. These estimates and Foreign pension plans are not significant individually with total assets and pension obligations amounting to less than 10% of assumptions could significantly impact whether or not an impairment charge is recognized as well as the magnitude of those of the aggregate of the Japanese pension plans. To determine the benefit obligation of the Japanese pension any such charge. In its impairment review, Sony performs internal valuation analyses or utilizes third-party valuations when plans, Sony used a discount rate of 2.3% for its Japanese pension plans as of March 31, 2005. The discount rate was management believes it to be appropriate, and considers other determined by using available information about rates of return 64 Sony Corporation BH6/30 Page 64 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC on high-quality fixed-income investments currently available and expected to be available during the period to maturity of the ■ DEFERRED TAX ASSET VALUATION Sony records a valuation allowance to reduce the deferred tax pension benefit obligation. The 2.3% discount rate represents a 10 basis point decrease from the 2.4% discount rate used for assets to an amount that management believes is more likely than not to be realized. In establishing the appropriate valuation allow- fiscal year ended March 31, 2004 and reflects current market interest rate conditions. For Japanese pension plans, a 10 basis ance for deferred tax assets (including deferred tax assets on tax loss carry-forwards), all available evidence, both positive and point decrease in the discount rate would increase pension costs by approximately 1.2 billion yen for the fiscal year ending negative, is considered. Information on historical results is supplemented by all currently available information on future years, March 31, 2006. To determine the expected long-term rate of return on because realization of deferred tax assets is dependent on whether each tax-filing unit generates sufficient taxable income. pension plan assets, Sony considers the current and expected asset allocations, as well as historical and expected long-term The estimates and assumptions used in determining future taxable income are consistent with those used in Sony’s approved rates of return on various categories of plan assets. For Japanese pension plans, the expected long-term rate of return on forecasts of future operations. Although realization is not assured, management believes it is more likely than not that all of the pension plan assets was 4.0% and 3.2% as of March 31, 2004 and 2005 respectively. The actual loss on pension plan assets deferred tax assets, less valuation allowance, will be realized. Sony applied to file its corporate income tax return under the for the fiscal year ended March 31, 2005 was 0.1%. Actual results that differ from the expected return on plan assets are consolidated tax filing system in Japan beginning with the fiscal year ended March 31, 2004. Under the consolidated tax filing accumulated and amortized as a component of pension costs over the average future service period, thereby reducing the system, the tax-filing unit consists of Sony Corporation, the ultimate parent company of the Sony Group, and its wholly year-to-year volatility in pension costs. As of March 31, 2004 and 2005, Sony had unrecognized actuarial losses of 328.5 owned Japanese subsidiaries. The eventual ability to realize the tax benefit of its deferred tax assets is dependent on whether billion yen and 322.2 billion yen, respectively, including losses related to plan assets. The unrecognized actuarial losses reflect the tax-filing unit as a whole will be able to generate sufficient taxable income in the future. In addition, Sony is subject to local the overall unfavorable performance of equity markets over the past several years and will result in an increase in pension costs income taxes in Japan. For purposes of local income taxes, each entity is taxed as a stand alone tax filing unit. The eventual as they are recognized. Sony recorded a liability for the unfunded accumulated benefit ability to realize the tax benefit of deferred tax assets for local income taxes is dependent on whether Sony Corporation and obligation for Japanese pension plans of 149.4 billion yen and 128.6 billion yen as of March 31, 2004 and 2005, respectively. each subsidiary will be able to generate sufficient taxable income in the future. As of March 31, 2005, Sony Corporation This liability represents the excess of the accumulated benefit obligation under Sony’s qualified defined benefit pension plans had deferred tax assets for local income taxes totaling 77.5 billion yen. The eventual ability to realize the tax benefit of its over the fair value of the plans’ assets. This liability was established by a charge to stockholders’ equity, resulting in no impact deferred tax assets is dependent on whether Sony Corporation will be able to generate sufficient taxable income in the future. to the accompanying consolidated statements of income. The following table illustrates the sensitivity to a change in the Management believes that Sony Corporation’s historical results, when evaluated in connection with relevant qualitative factors discount rate and the expected return on pension plan assets, while holding all other assumptions constant, for Japanese and available information concerning its business and industry, provided substantial positive evidence, which outweighs the pension plans as of March 31, 2005: negative evidence available. However, under recent conditions, management considers that it is possible that Sony CHANGE IN ASSUMPTION Yen in billions Pre-tax PBO Pension expense Equity (net of tax) –/+45.0 –/+3.0 +/–1.8 25 basis point increase / decrease in discount rate . . . 25 basis point increase / decrease in expected return on assets . . . . . . . . . . — –/+1.3 +/–0.8 Corporation’s future results may yield sufficient negative evidence to support the future determination that it is more likely than not that Sony Corporation will not realize the tax benefit of all these deferred tax assets. If this is the case, subject to review of relevant qualitative factors and uncertainties, Sony may establish a valuation allowance against part or all of the deferred tax assets of Sony Corporation. Such valuation allowances would be charged to income as an increase in tax expense. Sony Corporation 65 BH6/30 Page 65 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC ■ FILM ACCOUNTING An aspect of film accounting that requires the exercise of RECENTLY ADOPTED ACCOUNTING STANDARDS judgment relates to the process of estimating the total revenues to be received throughout a film’s life cycle. Such estimate of a ■ ACCOUNTING AND REPORTING BY INSURANCE film’s ultimate revenue is important for two reasons. First, while a film is being produced and the related costs are being capital- ENTERPRISES FOR CERTAIN NONTRADITIONAL LONGDURATION CONTRACTS AND FOR SEPARATE ized, it is necessary for management to estimate the ultimate revenue, less additional costs to be incurred, including exploita- ACCOUNTS In July 2003, the Accounting Standards Executive Committee of tion costs which are expensed as incurred, in order to determine whether the value of a film has been impaired and thus requires the American Institute of Certified Public Accountants (“AcSEC”) issued the Statement of Position (“SOP”) 03-1, “Accounting and an immediate write off of unrecoverable film costs. Second, the amount of film costs recognized as cost of sales for a given film Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts”. SOP 03- as it is exhibited in various markets throughout its life cycle is based upon the proportion that current period actual revenues 1 requires insurance enterprises to record additional reserves for long-duration life insurance contracts with minimum guarantee bear to the estimated ultimate total revenues. Management bases its estimates of ultimate revenue for or annuity receivable options. Additionally, SOP 03-1 provides guidance for the presentation of separate accounts. This each film on several factors including the historical performance of similar genre films, the star power of the lead actors and statement is effective for fiscal years beginning after December 15, 2003. Sony adopted SOP 03-1 on April 1, 2004. As a result actresses, the expected number of theaters at which the film will be released, anticipated performance in the home entertain- of the adoption of SOP 03-1, Sony’s operating income decreased by 5.2 billion yen for the fiscal year ended March 31, ment, television and other ancillary markets, and agreements for future sales. Management updates such estimates based on the 2005. Additionally, on April 1, 2004, Sony recorded a 4.7 billion yen charge (net of income taxes of 2.7 billion yen) as a cumula- actual results to date of each film. For example, a film that has resulted in lower than expected theatrical revenues in its initial tive effect of an accounting change. In addition, the separate account assets, which are defined by insurance business law in weeks of release would generally have its theatrical, home entertainment and television distribution ultimate revenues adjusted Japan and were previously included in “Securities investments and other” in the consolidated balance sheet, were excluded downward; a failure to do so would result in the understatement of amortized film costs for the period. Since the total film cost to from the category of separate accounts under the provision of SOP 03-1. Accordingly, the assets previously treated as be amortized for a given film is fixed, the estimate of ultimate revenues impacts only the timing of film cost amortization. separate account assets are now treated within general account assets. ■ FUTURE ■ THE INSURANCE POLICY BENEFITS EFFECT OF CONTINGENTLY CONVERTIBLE Liabilities for future insurance policy benefits are established in amounts adequate to meet the estimated future obligations of INSTRUMENTS ON DILUTED EARNINGS PER SHARE In July 2004, the Emerging Issues Task Force (“EITF”) issued policies in force. These liabilities are computed by the net level premium method based upon estimates as to future investment EITF Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share.” In accordance with yield, morbidity, mortality, withdrawals and other factors. Future policy benefits are computed using interest rates ranging from Statement of Financial Accounting Standards (“FAS’’) No.128, “Earnings per Share’’, Sony had not previously included in the approximately 1.30% to 5.20%. Mortality, morbidity and withdrawal assumptions for all policies are based on either the life computation of diluted earnings per share (“EPS’’) the number of potential common stock issuable upon the conversion of insurance subsidiary’s own experience or various actuarial tables. Generally these assumptions are “locked-in” upon the contingently convertible debt instruments (“Co-Cos’’) that had not met the conditions to exercise the stock acquisition rights. issuance of new insurance. While management believes that the assumptions used are appropriate, differences in actual experi- EITF Issue No. 04-8 requires that the maximum number of common stock that could be issued upon the conversion of ence or changes in assumptions may affect Sony’s future insurance policy benefits. Co-Cos be included in diluted EPS computations from the date of issuance regardless of whether the conditions to exercise the 66 Sony Corporation BH6/30 Page 66 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC stock acquisition rights have been met. EITF Issue No. 04-8 is effective for reporting periods ending after December 15, 2004. cumulative effect of accounting change in the consolidated statement of income, and Sony’s assets and liabilities increased Sony adopted EITF Issue No. 04-8 during the quarter ended December 31, 2004. As a result of the adoption of EITF Issue by 95.3 billion yen and 98.0 billion yen, respectively. These increases were treated as non-cash transactions in the consoli- No. 04-8, Sony’s diluted EPS of income before cumulative effect of an accounting change and net income for the fiscal year dated statement of cash flows. In addition, cash and cash equivalents increased by 1.5 billion yen. See Note 23 of Notes ended March 31, 2004 were restated respectively. Sony’s diluted EPS of income before cumulative effect of an accounting to Consolidated Financial Statements for further discussion on the VIEs that are used by Sony. change and net income for the fiscal year ended March 31, 2005 were decreased by 7.26 yen and 7.06 yen, respectively, In December 2003, the FASB issued revised FIN No. 46 (“FIN No. 46R”), which replaced FIN No. 46. Sony early adopted compared to those before adopting EITF Issue No. 04-8. the provisions of FIN No. 46R upon its issuance. The adoption of FIN No. 46R did not have an impact on Sony’s results of ■ EMPLOYERS’ operations and financial position or impact the way Sony had previously accounted for VIEs. DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS In December 2003, the Financial Accounting Standards Board (“FASB”) issued FAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits” (“FAS No. 132(R)”), which revised FAS No. 132, “Employers’ RECENT PRONOUNCEMENTS Disclosures about Pensions and Other Postretirement Benefits”, an amendment of FAS No. 87, “Employers’ Accounting for ■ ACCOUNTING FOR STOCK-BASED COMPENSATION In December 2004, the FASB issued FAS No. 123 (revised Pensions”, FAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for 2004), “Share-Based Payment” (“FAS No. 123(R)”). This statement requires the use of the fair value based method Termination Benefits”, and FAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”. FAS No. of accounting for employee stock-based compensation and eliminates the alternative use of the intrinsic value method pre- 132(R) revised employers’ disclosures about pension plans and other postretirement benefit plans. It did not change the mea- scribed by Accounting Principle Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees.” With limited surement or recognition of those plans required by FAS No. 87, 88 and 106. While retaining the disclosure requirements of FAS exceptions, FAS No. 123(R) requires that the grant-date fair value of share-based payments to employees be expensed over No. 132, FAS No. 132(R) requires additional disclosures about assets, obligations and cash flows. The provisions of FAS No. the period the service is received. Sony has accounted for its employee stock-based compensation in accordance with the 132(R) were generally effective for financial statements with fiscal years ending after December 15, 2003, excluding the disclosure provisions prescribed by APB No. 25 and its related interpretations and has disclosed the net effect on net income and net of certain information about foreign plans. The information about foreign plans is effective for fiscal years ending after June 15, ncome per share allocated to the common stock if Sony had applied the fair value recognition provisions of FAS No. 123 to 2004. In accordance with FAS No. 132(R), Note 15 of Notes to the Consolidated Financial Statements, Pension and severance stock-based compensation as described in Consolidated Financial Statements Note 2(2) Significant accounting policies— plans, has been expanded to include the new disclosures. Stock-based compensation. This statement shall be effective for fiscal years beginning after June 15, 2005, with early adoption ■ CONSOLIDATION OF VARIABLE INTEREST ENTITIES In January 2003, the FASB issued FASB Interpretation (“FIN”) encouraged during the fiscal years beginning after the date this statement is issued. The options for transition methods No. 46, “Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51”. FIN No. 46 addresses consolidation by a prescribed in FAS No. 123(R) include either the modified prospective or the modified retrospective methods. Sony intends primary beneficiary of a variable interest entity (“VIE”). Sony early adopted the provisions of FIN No. 46 on July 1, 2003. As a to adopt the modified prospective method of transition, which requires that compensation expense be recorded for all result of adopting the original FIN No. 46, Sony recognized a one-time charge with no tax effect of 2.1 billion yen as a unvested stock acquisition rights as the requisite service is rendered beginning with the first period of adoption. Sony is Sony Corporation 67 BH6/30 Page 67 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC currently evaluating the impact of adopting this new pronouncement. However, Sony expects that the total expenses to be recorded in the future periods will be consistent with the pro forma information in Note 2(2) of Notes to the Consolidated Financial Statements—Stock-based compensation. ■ INVENTORY COSTS In November 2004, the FASB issued FAS No. 151, “Inventory Costs, an amendment of Accounting Research Bulletin (“ARB”) No. 43, Chapter 4”. This statement requires certain abnormal expenditures to be recognized as expenses in the current period. It also requires that the amount of fixed production overhead allocated to inventory be based on the normal capacity of the production facilities. This statement shall be effective for fiscal years beginning after June 15, 2005, with early adoption encouraged during the fiscal years beginning after the date this statement is issued. The adoption of FAS No. 151 is not expected to have a material impact on Sony’s results of operations and financial position. ■ EXCHANGES OF NONMONETARY ASSETS In December 2004, the FASB issued FAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.” This statement requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. This statement shall be effective for nonmonetary asset exchanges occurring in the fiscal periods beginning after June 15, 2005, with early adoption during the fiscal periods beginning after the date this statement is issued encouraged. Sony is currently evaluating the impact of adopting this new pronouncement. 68 Sony Corporation BH6/30 Page 68 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Five-Year Summary of Selected Financial Data Sony Corporation and Consolidated Subsidiaries —Years ended March 31 Dollars in millions except per share amounts Yen in millions except per share amounts 2001 FOR THE YEAR Sales and operating revenue . . . . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in net income (loss) of affiliated companies . . Income before cumulative effect of accounting changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Per share data: Common stock Income before cumulative effect of accounting changes —Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income —Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . Number of weighted-average shares for basic per share data (thousands of shares) . . . . . . . Subsidiary tracking stock Net income (loss) —Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of weighted-average shares for basic per share data (thousands of shares) . . . . . . . Depreciation and amortization* . . . . . . . . . . . . . . . . Capital expenditures (additions to property, plant and equipment) . . . . . . . . . . . . . . . . . . . . . . . . . . . Research and development expenses . . . . . . . . . . . AT YEAR-END Net working capital . . . . . . . . . . . . . . . . . . . . . . . . . Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . Stockholders’ equity per share attributable to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of shares issued at year-end (thousands of shares): Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . Subsidiary tracking stock . . . . . . . . . . . . . . . . . . . 2002 2003 2004 ¥7,314,824 ¥7,578,258 ¥7,473,633 ¥7,496,391 225,346 134,631 185,440 98,902 265,868 92,775 247,621 144,067 115,534 65,211 80,831 52,774 (44,455) (34,472) (44,690) 1,714 121,227 16,754 ¥ 9,332 15,310 132.64. ¥ 124.36. 115,519 115,519 2005 2005 ¥7,159,616 113,919 157,207 16,044 29,039 $66,912 1,065 1,469 150 271 168,551 163,838 1,575 1,531 90,628 88,511 10.21. ¥ 10.18. 125.74. ¥ 118.21. 98.26. ¥ 89.03. 180.96. 162.59. $ 1.69. 1.52. 18.33. 19.28. 25.00. 16.72. 16.67. 25.00. 125.74. 118.21. 25.00. 95.97. 87.00. 25.00. 175.90. 158.07. 25.00. 1.64. 1.48. 0.23. 913,932 918,462 919,706 923,650 931,125 — (15.87.) (41.98.) (41.80.) 17.21. — 3,072 3,072 3,072 3,072 ¥ 348,268 ¥ 354,135 ¥ 351,925 ¥ 366,269 ¥ 372,865 $ 3,485 465,209 416,708 326,734 433,214 261,241 443,128 378,264 514,483 356,818 502,008 3,335 4,692 ¥ 830,734 2,315,453 ¥ 778,716 2,370,410 ¥ 719,166 2,280,895 ¥ 381,140 2,378,002 ¥ 746,803 2,870,338 $ 6,979 26,826 ¥ 2,521.19. ¥ 2,570.31. ¥ 2,466.81. ¥ 2,563.67. ¥ 2,872.21. ¥7,827,966. ¥8,185,795. ¥8,370,545. ¥9,090,662. ¥9,499,100. $ 26.84. $88,777 919,617 — 919,744 3,072 922,385 3,072 926,418 3,072 0.16. 997,211 3,072 * Including amortization expenses for intangible assets and for deferred insurance acquisition costs Sony Corporation 69 BH6/30 Page 69 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Notes: 1. U.S. dollar amounts have been translated from yen, for convenience only, at the rate of ¥107=U.S. $1, the approximate Tokyo foreign exchange market rate as of March 31, 2005. 2. In July 2003, the Accounting Standards Executive Committee of American Institute of Certified Public Accountants (“AcSEC”) issued Statement of Position (“SOP”) 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts”. SOP 03-1 requires insurance enterprises to record additional reserves for long-duration life insurance contracts with minimum guarantee or annuity receivable options. Additionally, SOP 03-1 provides guidance for the presentation of separate accounts. This statement is effective for fiscal years beginning after December 15, 2003. Sony adopted SOP 03-1 on April 1, 2004. As a result of the adoption of SOP 03-1, Sony’s operating income decreased by ¥5,156 million ($48 million) for the year ended March 31, 2005. Additionally, on April 1, 2004, Sony recognized ¥4,713 million ($44 million) of loss (net of income taxes of ¥2,675 million) as a cumulative effect of an accounting change. In addition, the separate account assets, which are defined by insurance business law in Japan and were previously included in “Securities investments and other” on the consolidated balance sheet, were excluded from the category of separate accounts under the provision of SOP 03-1. Accordingly, the assets previously treated as separate account assets are now treated within general account assets. 3. In July 2004, the Emerging Issues Task Force (“EITF”) issued EITF Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share”. In accordance with Statement of Financial Accounting Standards (“FAS”) No. 128, Sony had not previously included in the computation of diluted earnings per share (“EPS”) the number of potential shares of common stock issuable upon the conversion of contingently convertible debt instruments (“Co-Cos”) that have not met the conditions to exercise the associated stock acquisition rights. EITF Issue No. 04-8 requires that the maximum number of shares of common stock that could be issued upon the conversion of Co-Cos be included in diluted EPS computations from the date of issuance regardless of whether the conditions to exercise such rights have been met. EITF Issue No. 04-8 is effective for reporting periods ending after December 15, 2004. Sony adopted EITF Issue No. 04-8 during the quarter ended December 31, 2004. As a result of the adoption of EITF Issue No. 04-8, Sony’s diluted EPS of income before cumulative effect of an accounting change and its net income for the year ended March 31, 2004 were restated respectively. Sony’s diluted EPS of income before cumulative effect of an accounting change and its net income for the year ended March 31, 2005 were decreased by ¥7.26 ($0.07) and ¥7.06 ($0.07), respectively, compared to those before the adoption of EITF Issue No. 04-8. 4. In January 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51”. FIN No. 46 addresses consolidation by a primary beneficiary of a variable interest entity (“VIE”). Sony early adopted the provisions of FIN No. 46 on July 1, 2003. As a result of adopting the original FIN No. 46, Sony recognized a one-time charge with no tax effect of ¥2,117 million as a cumulative effect of accounting change in the consolidated statement of income, and Sony’s assets and liabilities increased by ¥95,255 million and ¥97,950 million, respectively. These increases were treated as non-cash transactions in the consolidated statement of cash flows. In addition, cash and cash equivalents increased by ¥1,521 million. See Note 23 for further discussion on the VIEs that are used by Sony. In December 2003, the FASB issued revised FIN No. 46 (“FIN No. 46R”), which replaced FIN No. 46. Sony early adopted the provisions of FIN No. 46R upon its issuance. The adoption of FIN No. 46R did not have an impact on Sony’s results of operations and financial position or impact the way Sony had previously accounted for VIEs. 5. On April 1, 2001, Sony adopted FAS No.133, “Accounting for Derivative Instruments and Hedging Activities” as amended by FAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment of FASB Statement No. 133”. As a result, Sony’s operating income, income before income taxes and net income for the year ended March 31, 2002 decreased by ¥3,007 million, ¥3,441 million and ¥2,167 million, respectively. Additionally, Sony recorded a one-time non-cash after-tax unrealized gain of ¥1,089 million in accumulated other comprehensive income in the consolidated balance sheet, as well as an aftertax gain of ¥5,978 million in the cumulative effect of accounting changes in the consolidated statement of income. 6. In July 2001, the FASB issued FAS No. 142, “Goodwill and Other Intangible Assets”. Sony adopted FAS No. 142 retroactive to April 1, 2001. As a result, Sony’s operating income and income before income taxes for the year ended March 31, 2002 increased by ¥20,114 million and income before cumulative effect of accounting changes as well as net income for the year ended March 31, 2002 increased by ¥18,932 million. 7. In June 2000, AcSEC issued SOP 00-2, “Accounting by Producers or Distributors of Films”. Sony adopted SOP 00-2 retroactive to April 1, 2000. As a result, Sony’s net income for the year ended March 31, 2001 included a one-time, non-cash charge with no tax effect of ¥101.7 billion, primarily to reduce the carrying value of its film inventory. 8. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements”. Sony adopted SAB No. 101 in the fourth quarter ended March 31, 2001 retroactive to April 1, 2000. As a result, a one-time no-cash cumulative effect adjustment of ¥2.8 billion was recorded in the income statement directly above the caption of “net income” for a change in accounting principle. In December 2003, SAB No. 101 was amended by SAB No. 104, “Revenue Recognition”. The amendment did not have an impact on Sony’s results of operations and financial position. 70 Sony Corporation BH6/30 Page 70 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Quarterly Financial and Stock Information Sony Corporation and Consolidated Subsidiaries—Years ended March 31 (Unaudited) Yen in billions except per share amounts 1st quarter 2004 Sales and operating revenue . . . . . . . Operating income (loss) . . . . . . . . . . . Income (loss) before income taxes . . . Income taxes . . . . . . . . . . . . . . . . . . . Equity in net income (loss) of affiliated companies . . . . . . . . . . . . . . . . . . . . Income (loss) before cumulative effect of accounting changes . . . . . . Net income (loss) . . . . . . . . . . . . . . . . Per share data of common stock Income (loss) before cumulative effect of accounting changes —Basic . . . . . . . . . . . . . . . . . . . . —Diluted . . . . . . . . . . . . . . . . . . . Net income (loss) —Basic . . . . . . . . . . . . . . . . . . . . —Diluted . . . . . . . . . . . . . . . . . . . Depreciation and amortization* . . . . . Capital expenditures (additions to fixed assets) . . . . . . . . . R&D expenses . . . . . . . . . . . . . . . . . . Tokyo Stock Exchange price per share of common stock**: High . . . . . . . . . . . . . . . . . . . . . . . . Low . . . . . . . . . . . . . . . . . . . . . . . . New York Stock Exchange price per American Depositary Share**: High . . . . . . . . . . . . . . . . . . . . . . . . Low . . . . . . . . . . . . . . . . . . . . . . . . 2nd quarter 2005 2004 3rd quarter 2005 2004 4th quarter 2005 2004 2005 ¥1,603.8. 16.7. 35.8. 25.4. ¥1,612.1. 9.8. 6.6. (1.8.) ¥1,797.0. 33.2. 44.1. 10.3. ¥1,702.3. 43.4. 63.3. 16.2. ¥2,323.4. 158.8. 157.8. 67.6. ¥2,148.2. 138.2. 149.2. 7.0. ¥1,772.2. (109.8.) (93.6.) (50.5.) ¥1,697.0. (77.4.) (61.9.) (5.3.) (9.7.) 20.1. 2.9. 6.1. 3.1. 2.3. 5.5. 0.5. 1.1. 1.1. 28.0. 23.3. 35.0. 32.9. 53.2. 53.2. 92.6. 92.6. 143.8. 143.8. (38.2.) (38.2.) (56.5.) (56.5.) 1.24. 1.24. ¥ 30.20. 28.52. ¥ 37.99. 35.60. ¥ 57.50. 53.76. ¥ 100.16. 92.51. ¥ 155.32. 138.08. ¥ (41.23.) (41.23.) ¥ (59.40.) (59.40.) 1.24. 1.24. 25.10. 23.81. 35.69. 33.48. 57.50. 53.76. 100.16. 92.51. 155.32. 138.08. (41.23.) (41.23.) (59.40.) (59.40.) 99.3. ¥ 104.1. ¥ ¥ 84.3. ¥ 85.5. ¥ 87.4. ¥ 91.2. ¥ 95.2. ¥ 92.0. ¥ 81.0. 114.2. 88.1. 123.6. 90.0. 136.2. 90.1. 127.0. 97.6. 123.8. 78.7. 119.4. 109.6. 140.4. 100.0. 132.0. ¥ 4,190 2,720 ¥ 4,670 3,890 ¥ 4,410 3,430 ¥ 4,160 3,590 ¥ 4,200 3,520 ¥ 3,970 3,650 ¥ 4,660 3,780 ¥ 4,400 3,760 $ 35.51. 23.92. $ 43.66. 34.08. $ 38.30. 29.23. $ 38.44. 32.50. $ 37.96. 32.59. $ 38.96. 34.02. $ 42.36. 34.98. $ 41.47. 36.34. * Including amortization expenses for intangible assets and for deferred insurance acquisition costs. ** Stock price data are based on daily closing prices. Notes: 1. In July 2003, AcSEC issued SOP 03-1. SOP 03-1 requires insurance enterprises to record additional reserves for long-duration life insurance contracts with minimum guarantee or annuity receivable options. Additionally, SOP 03-1 provides guidance for the presentation of separate accounts. This statement is effective for fiscal years beginning after December 15, 2003. Sony adopted SOP 03-1 on April 1, 2004. As a result of the adoption of SOP 03-1, Sony’s operating income decreased by ¥1,595 million ($15 million) and ¥5,156 million ($48 million) for the three months and the year ended March 31, 2005. Additionally, on April 1, 2004, Sony recognized ¥4,713 million ($44 million) of loss (net of income taxes of ¥2,675 million) as a cumulative effect of an accounting change. In addition, the separate account assets, which are defined by insurance business law in Japan and were previously included in “Securities investments and other” on the consolidated balance sheet, were excluded from the category of separate accounts under the provision of SOP 03-1. Accordingly, the assets previously treated as separate account assets are now treated within general account assets. 2. In July 2004, EITF issued EITF Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share”. In accordance with FAS No. 128, Sony had not previously included in the computation of diluted EPS the number of potential shares of common stock issuable upon the conversion of Co-Cos that have not met the conditions to exercise the associated stock acquisition rights. EITF Issue No. 04-8 requires that the maximum number of shares of common stock that could be issued upon the conversion of Co-Cos be included in diluted EPS computations from the date of issuance regardless of whether the conditions to exercise such rights have been met. EITF Issue No. 04-8 is effective for reporting periods ending after December 15, 2004. Sony adopted EITF Issue No. 04-8 during the quarter ended December 31, 2004. As a result of the adoption of EITF Issue No. 04-8, Sony’s diluted EPS of income before cumulative effect of an accounting change and its net income for the year ended March 31, 2004 were restated. Sony’s diluted EPS of its income before cumulative effect of an accounting change and net income for the year ended March 31, 2005 were decreased by ¥7.26 ($0.07) and ¥7.06 ($0.07), respectively, compared to those before the adoption of EITF Issue No. 04-8. 3. In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51”. FIN No. 46 addresses consolidation by a primary beneficiary of a VIE. Sony early adopted the provisions of FIN No. 46 on July 1, 2003. As a result of adopting the original FIN No. 46, Sony recognized a one-time charge with no tax effect of ¥2,117 million as a cumulative effect of accounting change in the consolidated statement of income, and Sony’s assets and liabilities increased by ¥95,255 million and ¥97,950 million, respectively. These increases were treated as non-cash transactions in the consolidated statement of cash flows. In addition, cash and cash equivalents increased by ¥1,521 million. See Note 23 for further discussion on the VIEs that are used by Sony. In December 2003, the FASB issued revised FIN No. 46 (“FIN No. 46R”), which replaced FIN No. 46. Sony early adopted the provisions of FIN No. 46R upon its issuance. The adoption of FIN No. 46R did not have an impact on Sony’s results of operations and financial position or impact the way Sony had previously accounted for VIEs. Sony Corporation 71 BH6/30 Page 71 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC . Segment Information Sony Corporation and Consolidated Subsidiaries—Years ended March 31 SALES AND OPERATING REVENUE BY BUSINESS SEGMENT* Yen in millions Years ended March 31 Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................... Dollars in millions** 2003 2004 2005 ¥4,624,181 ¥4,838,268 ¥4,786,236 61.9.% 64.5.% 2005 $44,731 66.9.% Game . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................... 936,274 12.5. 753,732 10.1. 702,524 9.8. 6,566 Music . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................... 433,147 5.8. 409,487 5.5. 216,779 3.0. 2,026 Pictures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802,770 756,370 733,677 6,857 ................................................... 10.7. 10.1. 10.2. Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................... 509,398 6.8. 565,752 7.5. 537,715 7.5. 5,025 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................... 167,863 2.3. 172,782 2.3. 182,685 2.6. 1,707 Consolidated total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥7,473,633 ¥7,496,391 ¥7,159,616 $66,912 **Sales and operating revenue to customers. **U.S. dollar amounts have been translated from yen, for convenience only, at the rate of ¥107=U.S.$1, the approximate Tokyo foreign exchange market rate as of March 31, 2005. <ELECTRONICS SALES AND OPERATING REVENUE TO CUSTOMERS BY PRODUCT CATEGORY> Yen in millions Years ended March 31 2003 Audio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......................................................... ¥ 784,114 17.0.% 2004 ¥ 675,496 14.0.% Dollars in millions* 2005 ¥ 571,864 12.0.% 2005 $ 5,345 Video . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................... 828,308 17.9. 949,261 19.6. 1,034,736 21.6. 9,670 Televisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 981,655 925,501 957,122 8,945 ................................................... 21.2. 19.1. 20.0. Information and Communications . . . . . . . . . . . . . . . . . . . . . . . . . ................................................... 836,724 18.1. 834,757 17.3. 778,374 16.3. 7,275 Semiconductors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................... 204,710 4.4. 253,237 5.2. 246,314 5.1. 2,302 Components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 527,782 623,799 619,477 5,789 ................................................... 11.4. 12.9. 12.9. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................... 460,888 10.0. 576,217 11.9. 578,349 12.1. 5,405 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥4,624,181 ¥4,838,268 ¥4,786,236 $44,731 *U.S. dollar amounts have been translated from yen, for convenience only, at the rate of ¥107=U.S.$1, the approximate Tokyo foreign exchange market rate as of March 31, 2005. Note: The above table is a breakdown of Electronics sales and operating revenue in Sony’s business segment information. The Electronics segment is managed as a single operating segment by Sony’s management. Effective for the year ended March 31, 2005, Sony has partly changed its product category configuration. The main changes are that AIWA product group has been moved from “Other” to “Audio” or “Video” or “Televisions”, and the set-top box product group has been moved from “Video” to “Televisions”. Accordingly, sales and operating revenue for the years ended March 31, 2003 and 2004 have been restated to conform to the presentation for the year ended March 31, 2005. 72 Sony Corporation BH6/30 Page 72 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC SALES AND OPERATING REVENUE BY GEOGRAPHIC INFORMATION Yen in millions Years ended March 31 Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......................................................... Dollars in millions* 2003 2004 2005 ¥2,093,880 ¥2,220,747 ¥2,100,793 28.0.% 29.6.% 2005 $19,634 29.3.% U.S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......................................................... 2,403,946 32.2. 2,121,110 28.3. 1,977,310 27.6. 18,479 Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......................................................... 1,665,976 22.3. 1,765,053 23.6. 1,612,536 22.6. 15,070 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,309,831 1,389,481 1,468,977 13,729 ......................................................... 17.5. 18.5. 20.5. Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥7,473,633 ¥7,496,391 ¥7,159,616 $66,912 *U.S. dollar amounts have been translated from yen, for convenience only, at the rate of ¥107=U.S.$1, the approximate Tokyo foreign exchange market rate as of March 31, 2005. Note: Classification of geographic segment information shows sales and operating revenue recognized by location of customers. Sony Corporation 73 BH6/30 Page 73 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Consolidated Balance Sheets Sony Corporation and Consolidated Subsidiaries—March 31 Dollars in millions (Note 3) Yen in millions 2004 2005 2005 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥0,849,211 4,662 ¥0,779,103 1,492 $07,281 14 Marketable securities (Notes 8 and 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes and accounts receivable, trade (Notes 6 and 7) . . . . . . . . . . . . . . . . . . . . . . . 274,748 1,123,863 460,202 1,113,071 4,301 10,403 Allowance for doubtful accounts and sales returns . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (112,674) 666,507 (87,709) 631,349 (820) 5,900 Deferred income taxes (Note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,532 431,506 141,154 517,509 1,319 4,837 Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,363,355 3,556,171 33,235 Film costs (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256,740 278,961 2,607 ASSETS Current assets: Investments and advances: Affiliated companies (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,253 252,905 2,364 Securities investments and other (Notes 8, 11 and 12) . . . . . . . . . . . . . . . . . . . . . . . 2,426,697 2,492,784 23,297 ............................................................. 2,512,950 2,745,689 25,661 Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,785 930,983 182,900 925,796 1,709 8,652 Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,053,085 98,480 2,192,038 92,611 20,486 866 Property, plant and equipment (Notes 9 and 12): ............................................................. 3,272,333 3,393,345 31,713 Less—Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,907,289 2,020,946 18,887 ............................................................. 1,365,044 1,372,399 12,826 Intangibles, net (Notes 10 and 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill (Note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248,010 277,870 187,024 283,923 1,748 2,653 Deferred insurance acquisition costs (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes (Note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349,194 203,203 374,805 240,396 3,503 2,247 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514,296 459,732 4,297 ............................................................. 1,592,573 1,545,880 14,448 ................................................................... ¥9,090,662 ¥9,499,100 $88,777 Other assets: (Continued on following page.) 74 Sony Corporation BH6/30 Page 74 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Dollars in millions (Note 3) Yen in millions 2004 2005 2005 Short-term borrowings (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of long-term debt (Notes 9, 12 and 14) . . . . . . . . . . . . . . . . . . . . . . ¥0,091,260 383,757 ¥0,063,396 166,870 $00,592 1,560 Notes and accounts payable, trade (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable, other and accrued expenses (Notes 5 and 15) . . . . . . . . . . . . . . 778,773 812,175 806,044 746,466 7,533 6,976 Accrued income and other taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits from customers in the banking business (Note 13) . . . . . . . . . . . . . . . . . . 57,913 378,851 55,651 546,718 520 5,110 Other (Notes 21 and 24) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 479,486 424,223 3,965 Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,982,215 2,809,368 26,256 Long-term liabilities: Long-term debt (Notes 9, 12 and 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 777,649 678,992 6,346 Accrued pension and severance costs (Note 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes (Note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368,382 96,193 352,402 72,227 3,293 675 Future insurance policy benefits and other (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,178,626 286,737 2,464,295 227,631 23,031 2,127 ............................................................. 3,707,587 3,795,547 35,472 Minority interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,858 23,847 223 Authorized 100,000,000 shares, outstanding 3,072,000 shares . . . . . . . . . . . . . . Common stock, no par value— 3,917 3,917 36 2004—Authorized 3,500,000,000 shares, outstanding 926,418,280 shares . . . . . 2005—Authorized 3,500,000,000 shares, outstanding 997,211,213 shares . . . . . 476,350 617,792 5,774 Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 992,817 1,367,060 1,134,222 1,506,082 10,600 14,076 Accumulated other comprehensive income— Unrealized gains on securities (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,950 62,669 586 Unrealized losses on derivative instruments (Note 14) . . . . . . . . . . . . . . . . . . . . . . Minimum pension liability adjustment (Note 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . (600) (89,261) (2,490) (90,030) (23) (841) Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (430,048) (355,824) (3,326) ............................................................. (449,959) (385,675) (3,604) LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Stockholders’ equity (Note 16): Subsidiary tracking stock, no par value— Treasury stock, at cost Subsidiary tracking stock (2004—0 shares, 2005—32 shares) . . . . . . . . . . . . . . . — (0) (0) Common stock (2004—2,468,258 shares, 2005—1,118,984 shares) . . . . . . . . . . (12,183) (6,000) (56) ............................................................. 2,378,002 2,870,338 26,826 ¥9,090,662 ¥9,499,100 $88,777 Commitments and contingent liabilities (Notes 9 and 24) ............................................................. The accompanying notes are an integral part of these statements. Sony Corporation 75 BH6/30 Page 75 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Consolidated Statements of Income Sony Corporation and Consolidated Subsidiaries—Years ended March 31 Dollars in millions (Note 3) Yen in millions 2003 2004 2005 Sales and operating revenue: Net sales (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥6,916,042 509,398 48,193 ¥6,883,478 565,752 47,161 ¥6,565,010 537,715 56,891 $61,355 5,025 532 ................................................... 7,473,633 7,496,391 7,159,616 66,912 4,979,421 1,782,367 486,464 5,058,205 1,798,239 505,550 5,000,112 1,535,015 482,576 46,730 14,346 4,510 Costs and expenses: Cost of sales (Notes 6, 18 and 19) . . . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative (Notes 17, 18 and 19) . . . . . . . . Financial service expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on sale, disposal or impairment of assets, net (Notes 10 and 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2005 39,941 35,495 27,994 261 ................................................... 7,288,193 7,397,489 7,045,697 65,847 Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,440 98,902 113,919 1,065 14,441 32,375 1,928 72,552 18,756 34,244 18,059 11,774 14,708 31,709 — 5,437 137 296 — 51 — 36,232 4,870 34,587 16,322 29,447 153 275 ................................................... 157,528 122,290 97,623 912 Other expenses: Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on devaluation of securities investments . . . . . . . . . . . . . . . . Foreign exchange loss, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,314 23,198 — 44,835 27,849 16,481 — 32,795 24,578 3,715 524 25,518 230 35 5 238 Other income: Interest and dividends (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalty income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gain, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of securities investments, net (Notes 6 and 8) . . . . . . Gain on change in interest in subsidiaries and equity investees (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................... 95,347 77,125 54,335 508 Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247,621 144,067 157,207 1,469 Income taxes (Note 21): Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178,847 (98,016) 87,219 (34,445) 85,510 (69,466) 799 (649) ................................................... 80,831 52,774 16,044 150 Income before minority interest, equity in net income (loss) of affiliated companies and cumulative effect of an accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minority interest in income of consolidated subsidiaries . . . . . . . . . Equity in net income (loss) of affiliated companies (Note 6) . . . . . . . 166,790 6,581 (44,690) 91,293 2,379 1,714 141,163 1,651 29,039 1,319 15 271 Income before cumulative effect of an accounting change . . . . 115,519 90,628 168,551 1,575 Cumulative effect of an accounting change (2004: Net of income taxes of ¥0 million (2005: Net of income taxes of ¥2,675 million) (Note 2) . . . . . . . . — (2,117) (4,713) (44) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥0,115,519 ¥0,088,511 ¥0,163,838 $01,531 (Continued on following page.) 76 Sony Corporation BH6/30 Page 76 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Dollars (Note 3) Yen 2003 Per share data (Note 22): Common stock Income before cumulative effect of an accounting change —Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cumulative effect of an accounting change —Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income —Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subsidiary tracking stock (Note 16) Net income (loss) —Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2004 2005 2005 ¥125.74. 118.21. ¥98.26. 89.03. ¥180.96. 162.59. $1.69. 1.52. — — (2.29.) (2.03.) (5.06.) (4.52.) (0.05.) (0.04.) 125.74. 118.21. 25.00. 95.97. 87.00. 25.00. 175.90. 158.07. 25.00. 1.64. 1.48. 0.23. (41.98.) (41.80.) 17.21. 0.16. The accompanying notes are an integral part of these statements. Sony Corporation 77 BH6/30 Page 77 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Consolidated Statements of Cash Flows Sony Corporation and Consolidated Subsidiaries—Years ended March 31 Dollars in millions (Note 3) Yen in millions 2003 Cash flows from operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2004 2005 2005 ¥115,519 ¥088,511 ¥163,838 $1,531 Depreciation and amortization, including amortization of deferred insurance acquisition costs . . . . . . . . . . . . . . . . . . . 351,925 366,269 372,865 3,485 Amortization of film costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrual for pension and severance costs, less payments . . . . 312,054 37,858 305,786 35,562 276,320 22,837 2,582 214 Loss on sale, disposal or impairment of assets, net (Notes 10 and 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,941 35,495 27,994 261 Gain on sale or loss on devaluation of securities investments, net (Notes 6 and 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (49,354) 4,707 (1,722) (16) Adjustments to reconcile net income to net cash provided by operating activities— Gain on change in interest in subsidiaries and equity investees (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (4,870) (16,322) (153) Deferred income taxes (Note 21) . . . . . . . . . . . . . . . . . . . . . . . Equity in net (income) losses of affiliated companies, (98,016) (34,445) (69,466) (649) net of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cumulative effect of an accounting change (Note 2) . . . . . . . . 46,692 — 1,732 2,117 (15,648) 4,713 (146) 44 trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase) decrease in inventories . . . . . . . . . . . . . . . . . . . . . 174,679 36,039 (63,010) (78,656) (22,056) 34,128 (206) 319 Increase in film costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in notes and accounts payable, (317,953) (299,843) (294,272) (2,750) trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in accrued income and other taxes . . . . (58,384) 14,637 93,950 (46,067) 31,473 3 294 0 Increase in future insurance policy benefits and other . . . . . Increase in deferred insurance acquisition costs . . . . . . . . . 233,992 (66,091) 264,216 (71,219) 144,143 (65,051) 1,347 (608) Changes in assets and liabilities: (Increase) decrease in notes and accounts receivable, (Increase) decrease in marketable securities held in the financial service business for trading purpose . . . . . . . . . . — 369 (28,524) (266) (Increase) decrease in other current assets . . . . . . . . . . . . . Increase in other current liabilities . . . . . . . . . . . . . . . . . . . . . 29,095 26,205 (34,991) 44,772 (29,699) 46,545 (278) 435 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,950 22,250 64,898 607 Net cash provided by operating activities . . . . . . . . . . . ¥853,788 ¥632,635 ¥646,997 $6,047 (Continued on following page.) 78 Sony Corporation BH6/30 Page 78 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Dollars in millions (Note 3) Yen in millions 2003 2004 2005 ¥ (275,285) ¥ (427,344) ¥ (453,445) $ (4,238) Proceeds from sales of fixed assets . . . . . . . . . . . . . . . . . . . . . . Payments for investments and advances 25,711 33,987 34,184 319 by financial service business . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments for investments and advances (1,012,508) (1,167,945) (1,309,092) (12,235) (other than financial service business) . . . . . . . . . . . . . . . . . . . . Proceeds from maturities of marketable securities, sales of (123,839) (33,329) (158,151) (1,478) 529,395 791,188 923,593 8,632 (other than financial service business) . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148,977 1,124 35,521 6,130 25,849 5,890 242 55 Net cash used in investing activities . . . . . . . . . . . . . . . (706,425) (761,792) (931,172) (8,703) Cash flows from investing activities: Payments for purchases of fixed assets . . . . . . . . . . . . . . . . . . . securities investments and collections of advances by financial service business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2005 Proceeds from maturities of marketable securities, sales of securities investments and collections of advances Cash flows from financing activities: Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . 12,323 267,864 57,232 535 Payments of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in short-term borrowings . . . . . . . . . . . . . . . Increase in deposits from customers in the financial (238,144) (7,970) (32,042) (57,708) (94,862) 11,397 (887) 107 service business (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in call money and bills sold in the 142,023 129,874 294,352 2,751 banking business (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,700 (22,871) 30,300 (23,106) (40,400) (22,978) (377) (215) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,195) (1,899) 436 4 Net cash provided by (used in) financing activities . . . . . (93,134) 313,283 205,177 1,918 Effect of exchange rate changes on cash and cash equivalents . . . (24,971) (47,973) 8,890 83 Net increase (decrease) in cash and cash equivalents . . . . . . . . . . 29,258 136,153 (70,108) (655) Cash and cash equivalents at beginning of the fiscal year . . . . . . . 683,800 713,058 849,211 7,936 849,211 ¥ 779,103 $ 7,281 $ Cash and cash equivalents at end of the fiscal year . . . . . . . . . . . . . . . . . . ¥ 713,058 ¥ Supplemental data: Cash paid during the year for— Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash investing and financing activities— Conversion of convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . ¥ 171,531 22,216 ¥ 114,781 22,571 ¥ ¥ ¥ 344 65,477 18,187 612 170 7,977 ¥ 282,744 $ 2,641 Obtaining assets by entering into capital lease . . . . . . . . . . . . . . Contribution of Net assets into the Joint Venture with 9,034 18,298 19,049 178 Bertelsmann AG (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 9,402 88 The accompanying notes are an integral part of these statements. Sony Corporation 79 BH6/30 Page 79 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Consolidated Statements of Changes in Stockholders’ Equity Sony Corporation and Consolidated Subsidiaries—Years ended March 31 Yen in millions Subsidiary tracking stock Balance at March 31, 2002 . . . . . . . . . . . . . . . . . Conversion of convertible bonds . . . . . . . . . . . . . Stock issued under exchange offering (Note 16) . . ¥3,917 Common stock ¥472,189 172 Comprehensive income: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income, net of tax (Note 16)— Unrealized gains on securities: Unrealized holding gains or losses arising during the period . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for gains Less: or losses included in net income . . . . Unrealized losses on derivative instruments: Unrealized holding gains or losses arising during the period . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for gains Less: or losses included in net income . . . . Minimum pension liability adjustment . . . . . . Foreign currency translation adjustments: Translation adjustments arising during the period . . . . . . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for Less: losses included in net income . . . . . . . . . Total comprehensive income . . . . . . . . . . . . . . Stock issue costs, net of tax . . . . . . . . . . . . . . . . Dividends declared . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . Reissuance of treasury stock . . . . . . . . . . . . . . . . Balance at March 31, 2003 . . . . . . . . . . . . . . . . . Conversion of convertible bonds . . . . . . . . . . . . . Stock issued under exchange offering (Note 16) . . Retained earnings ¥968,223 ¥1,209,262 172 15,791 ¥(275,593) Treasury stock, at cost 115,519 (9,627) (9,627) 4,288 4,288 (4,477) (4,477) 395 (110,636) 395 (110,636) (83,993) (83,993) 7,665 7,665 (80,866) (19) (23,022) ¥3,917 ¥472,361 3,989 10 ¥984,196 ¥1,301,740 3,988 5,409 ¥(471,978) (19) (23,022) (1,817) (1,817) 64 74 ¥(9,341) ¥2,280,895 7,977 5,409 88,511 88,511 57,971 57,971 (5,679) (5,679) 7,537 7,537 (3,344) 93,415 (3,344) 93,415 (129,113) (129,113) 1,232 1,232 110,530 (53) (23,138) ¥3,917 ¥476,350 (776) ¥992,817 ¥1,367,060 ¥(449,959) (53) (23,138) (8,523) (8,523) 5,681 4,905 ¥(12,183) ¥2,378,002 (Continued on following page) 80 Sony Corporation BH6/30 Page 80 Total ¥(7,588) ¥2,370,410 344 15,791 115,519 Comprehensive income: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income, net of tax (Note 16)— Unrealized gains on securities: Unrealized holding gains or losses arising during the period . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for gains Less: or losses included in net income . . . . Unrealized losses on derivative instruments: Unrealized holding gains or losses arising during the period . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for gains Less: or losses included in net income . . . . Minimum pension liability adjustment . . . . . . Foreign currency translation adjustments: Translation adjustments arising during the period . . . . . . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for losses Less: included in net income . . . . . . . . . . . . . . Total comprehensive income . . . . . . . . . . . . . . Stock issue costs, net of tax . . . . . . . . . . . . . . . . Dividends declared . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . Reissuance of treasury stock . . . . . . . . . . . . . . . . . Balance at March 31, 2004 . . . . . . . . . . . . . . . . . Additional paid-in capital Accumulated other comprehensive income 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Yen in millions Subsidiary tracking stock Balance at March 31, 2004 . . . . . . . . . . . . . . . . . Exercise of stock acquisition rights . . . . . . . . . . . . Conversion of convertible bonds . . . . . . . . . . . . . Stock based compensation (Note 17) . . . . . . . . . ¥3,917 Comprehensive income: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income, net of tax (Note 16)— Unrealized gains on securities: Unrealized holding gains or losses arising during the period . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for gains Less: or losses included in net income . . . . Unrealized losses on derivative instruments: Unrealized holding gains or losses arising during the period . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for gains Less: or losses included in net income . . . . Minimum pension liability adjustment . . . . . . Foreign currency translation adjustments: Translation adjustments arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . Total comprehensive income . . . . . . . . . . . . . . Stock issue costs, net of tax . . . . . . . . . . . . . . . . Dividends declared . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . Reissuance of treasury stock . . . . . . . . . . . . . . . . Balance at March 31, 2005 . . . . . . . . . . . . . . . . . Common stock ¥476,350 52 141,390 Additional paid-in capital Retained earnings ¥992,817 ¥1,367,060 53 141,354 340 Accumulated other comprehensive income ¥(449,959) Treasury stock, at cost ¥(12,183) ¥2,378,002 105 282,744 340 163,838 163,838 5,643 5,643 (12,924) (12,924) (209) (209) (1,681) (769) (1,681) (769) 74,224 74,224 228,122 (541) (24,030) ¥3,917 Total (342) (245) ¥617,792 ¥1,134,222 ¥1,506,082 ¥(385,675) (541) (24,030) (416) (416) 6,599 6,012 ¥(6,000) ¥2,870,338 (Continued on following page) Sony Corporation 81 BH6/30 Page 81 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Dollars in millions (Note 3) Subsidiary tracking stock Balance at March 31, 2004 . . . . . . . . . . . . . . . . . Exercise of stock acquisition rights . . . . . . . . . . . . Conversion of convertible bonds . . . . . . . . . . . . . Stock based compensation (Note 17) . . . . . . . . . $36 Common stock $4,452 1 1,321 Additional paid-in capital $ 9,279 1 1,320 3 Comprehensive income: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income, net of tax (Note 16)— Unrealized gains on securities: Unrealized holding gains or losses arising during the period . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for gains Less: or losses included in net income . . . . Unrealized losses on derivative instruments: Unrealized holding gains or losses arising during the period . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for gains Less: or losses included in net income . . . . Minimum pension liability adjustment . . . . . . Foreign currency translation adjustments: Translation adjustments arising during the period . . . . . . . . . . . . . . . . . . . . . . . . Total comprehensive income . . . . . . . . . . . . . . Stock issue costs, net of tax . . . . . . . . . . . . . . . . Dividends declared . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . Reissuance of treasury stock . . . . . . . . . . . . . . . . Balance at March 31, 2005 . . . . . . . . . . . . . . . . . Retained earnings Accumulated other comprehensive income $12,776 $(4,205) Treasury stock, at cost $(114) 1,531 $36 $5,774 (2) $14,076 53 53 (121) (121) (2) (2) (16) (7) (16) (7) 694 694 2,132 $(3,604) (4) 62 $ (56) The accompanying notes are an integral part of these statements 82 Sony Corporation BH6/30 Page 82 05.7.7, 3:33 AM $22,224 2 2,641 3 1,531 (5) (224) (3) $10,600 Total Adobe PageMaker 6.0J/PPC (5) (224) (4) 57 $26,826 Notes to Consolidated Financial Statements Sony Corporation and Consolidated Subsidiaries Index to Notes to Consolidated Financial Statements 1. Nature of operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 2. Summary of significant accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 3. U.S. dollar amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 4. Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 5. Film costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 6. Related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92 7. Accounts receivable securitization programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93 8. Marketable securities and securities investments and other . . . . . . . . . . . . . . . . . . . . . . . . . . . 94 9. Leased assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 10. Goodwill and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96 11. Insurance-related accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 12. Short-term borrowings and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 13. Deposits from customers in the banking business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 14. Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 15. Pension and severance plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 16. Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107 17. Stock-based compensation plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110 18. Restructuring charges and asset impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113 19. Research and development costs, advertising costs and shipping and handling costs . . . . . 116 20. Gain on change in interest in subsidiaries and equity investees . . . . . . . . . . . . . . . . . . . . . . . 116 21. Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117 22. Reconciliation of the differences between basic and diluted net income per share (“EPS”) . . . 120 23. Variable interest entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 24. Commitments and contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122 25. Business segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123 Sony Corporation 83 BH6/30 Page 83 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Notes to Consolidated Financial Statements Sony Corporation and Consolidated Subsidiaries 1. Nature of operations issued the Statement of Position (“SOP”) 03-1, “Accounting and Sony Corporation and consolidated subsidiaries (hereinafter collectively referred to as “Sony”) are engaged in the develop- Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts”. SOP 03- ment, design, manufacture, and sale of various kinds of electronic equipment, instruments, and devices for consumer and 1 requires insurance enterprises to record additional reserves for long-duration life insurance contracts with minimum guarantee industrial markets. Sony also develops, produces, manufactures, and markets home-use game consoles and software. or annuity receivable options. Additionally, SOP 03-1 provides guidance for the presentation of separate accounts. This state- Sony’s principal manufacturing facilities are located in Japan, the United States of America, Europe, and Asia. Its electronic ment is effective for fiscal years beginning after December 15, 2003. Sony adopted SOP 03-1 on April 1, 2004. As a result of products are marketed throughout the world and game products are marketed mainly in Japan, the United States of America the adoption of SOP 03-1, Sony’s operating income decreased by ¥5,156 million ($48 million) for the year ended March 31, and Europe by sales subsidiaries and unaffiliated local distributors as well as direct sales via the Internet. Sony is engaged in 2005. Additionally, on April 1, 2004, Sony recorded a ¥4,713 million ($44 million) charge (net of income taxes of ¥2,675 the development, production, manufacture, marketing, distribution and broadcasting of image-based software, including film, million) as a cumulative effect of an accounting change. In addition, the separate account assets, which are defined by video and television product. Sony is also engaged in the development, production, manufacture, and distribution of recorded insurance business law in Japan and were previously included in “Securities investments and other” in the consolidated balance music, in all commercial formats and music genres. Further, Sony is engaged in various financial service businesses including sheet, were excluded from the category of separate accounts under the provision of SOP 03-1. Accordingly, the assets previ- insurance operations through a Japanese life insurance subsidiary and non-life insurance subsidiaries, banking operations ously treated as separate account assets are now treated within general account assets (Note 8). through a Japanese internet-based banking subsidiary and leasing and credit financing operations in Japan. In addition to ■ The the above, Sony is engaged in Internet-related businesses, an animation production and marketing business, an imported diluted earnings per share In July 2004, the Emerging Issues Task Force (“EITF”) issued general merchandise retail business, an IC card business and an advertising agency business in Japan. EITF Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share”. In accordance with effect of contingently convertible instruments on Statement of Financial Accounting Standards (“FAS’’) No.128, “Earnings per Share’’, Sony had not previously included in the 2. Summary of significant accounting policies Sony Corporation and its subsidiaries in Japan maintain their computation of diluted earnings per share (“EPS’’) the number of potential common stock issuable upon the conversion of contin- records and prepare their financial statements in accordance with accounting principles generally accepted in Japan while its gently convertible debt instruments (“Co-Cos’’) that had not met the conditions to exercise the stock acquisition rights. EITF Issue foreign subsidiaries maintain their records and prepare their financial statements in conformity with accounting principles No. 04-8 requires that the maximum number of common stock that could be issued upon the conversion of Co-Cos be in- generally accepted in the countries of their domiciles. Certain adjustments and reclassifications have been incorporated in the cluded in diluted EPS computations from the date of issuance regardless of whether the conditions to exercise the stock accompanying consolidated financial statements to conform with accounting principles generally accepted in the United acquisition rights have been met. EITF Issue No. 04-8 is effective for reporting periods ending after December 15, 2004. Sony States of America (“U.S. GAAP”). These adjustments were not recorded in the statutory books of account. adopted EITF Issue No. 04-8 during the quarter ended December 31, 2004. As a result of the adoption of EITF Issue No. 04-8, (1) Newly adopted accounting pronouncements: Sony’s diluted EPS of income before cumulative effect of an accounting change and net income for the year ended March ■ Accounting 31, 2004 were restated respectively. Sony’s diluted EPS of income before cumulative effect of an accounting change and separate accounts In July 2003, the Accounting Standards Executive Committee of net income for the year ended March 31, 2005 were decreased by ¥7.26 ($0.07) and ¥7.06 ($0.07), respectively, compared to the American Institute of Certified Public Accountants (“AcSEC”) those before adopting EITF Issue No. 04-8. and reporting by insurance enterprises for certain nontraditional long-duration contracts and for 84 Sony Corporation BH6/30 Page 84 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC ■ Employers’ disclosures about pensions and other postretirement benefits In December 2003, the Financial Accounting Standards Board (“FASB”) issued FAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits” (“FAS No. 132(R)”), which revised FAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits”, an amendment of FAS No. 87, “Employers’ Accounting for Pensions”, FAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits”, and FAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”. FAS No. 132(R) revised employers’ disclosures about pension plans and other postretirement benefit plans. It did not change the measurement or recognition of those plans required by FAS No. 87, 88 and 106. While retaining the disclosure requirements of FAS No. 132, FAS No. 132(R) requires additional disclosures about assets, obligations and cash flows. The provisions of FAS No. 132(R) were generally effective for financial statements with fiscal years ending after December 15, 2003, excluding the disclosure of certain information about foreign plans. The information about foreign plans is effective for fiscal years ending after June 15, 2004. In accordance with FAS No. 132(R), (Note 15), Pension and severance plans, has been Sony Corporation and its majority-owned subsidiary companies, general partnerships in which Sony has a controlling interest, and variable interest entities for which Sony is the primary beneficiary. All intercompany transactions and accounts are eliminated. Investments in business entities in which Sony does not have control, but has the ability to exercise significant influence over operating and financial policies generally through 2050% ownership, are accounted for under the equity method. In addition, investments in general partnerships in which Sony does not have a controlling interest and limited partnerships are also accounted for under the equity method. Under the equity method, investments are stated at cost plus/minus Sony’s equity in undistributed earnings or losses. Consolidated net income includes Sony’s equity in current earnings or losses of such companies, after elimination of unrealized intercompany profits. If the value of an investment has declined and is judged to be other than temporary, the investment is written down to its fair value. On occasion, a consolidated subsidiary or an affiliated company accounted for by the equity method may issue its shares to third parties in either a public or private offering or upon conversion of convertible debt to common stock at amounts per expanded to include the new disclosures. share in excess of or less than Sony’s average per share carrying value. With respect to such transactions, where the sale of ■ Consolidation such shares is not part of a broader corporate reorganization and the reacquisition of such shares is not contemplated at the of variable interest entities In January 2003, the FASB issued FASB Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51”. FIN No. 46 addresses consolidation by a primary beneficiary of a variable interest entity (“VIE”). Sony early adopted the provisions of FIN No. 46 on July 1, 2003. As a result of adopting the original FIN No. 46, Sony recognized a one-time charge with no tax effect of ¥2,117 million as a cumulative effect of accounting change in the consolidated statement of income, and Sony’s assets and liabilities increased by ¥95,255 million and ¥97,950 million, respectively. These increases were treated as non-cash transactions in the consolidated statement of cash flows. In addition, cash and cash equivalents increased by ¥1,521 million. See Note 23 for further discussion on the VIEs that are used by Sony. In December 2003, the FASB issued revised FIN No. 46 (“FIN No. 46R”), which replaced FIN No. 46. Sony early adopted the provisions of FIN No. 46R upon its issuance. The adoption of FIN No. 46R did not have an impact on Sony’s results of operations and financial position or impact the way Sony had previously accounted for VIEs. (2) Significant accounting policies: of consolidation and accounting for investments in ■ Basis affiliated companies The consolidated financial statements include the accounts of time of issuance, the resulting gains or losses arising from the change in interest are recorded in income for the year the change in interest transaction occurs. If the sale of such shares is part of a broader corporate reorganization, the reacquisition of such shares is contemplated at the time of issuance or realization of such gain is not reasonably assured (i.e., the entity is newly formed, non-operating, a research and development or start-up/development stage entity, or where the entity’s ability to continue in existence is in question), the transaction is accounted for as a capital transaction. The excess of the cost over the underlying net equity of investments in consolidated subsidiaries and affiliated companies accounted for on an equity basis is allocated to identifiable assets and liabilities based on fair values at the date of acquisition. The unassigned residual value of the excess of the cost over the underlying net equity is recognized as goodwill. ■ Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Sony Corporation 85 BH6/30 Page 85 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC ■ Translation of foreign currencies All asset and liability accounts of foreign subsidiaries and affili- subsidiary companies in electronics which is determined on the “first-in, first-out” basis. ates are translated into Japanese yen at appropriate year-end current rates and all income and expense accounts are trans- ■ Film lated at rates that approximate those rates prevailing at the time of the transactions. The resulting translation adjustments are Film costs related to theatrical and television product (which includes direct production costs, production overhead and accumulated as a component of accumulated other comprehensive income. acquisition costs) are stated at the lower of unamortized cost or estimated fair value and classified as non-current assets. Film Foreign currency receivables and payables are translated at appropriate year-end current rates and the resulting translation costs are amortized, and the estimated liabilities for residuals and participations are accrued, for an individual product based gains or losses are taken into income. on the proportion that current period actual revenues bear to the estimated remaining total lifetime revenues. These estimates are ■ Cash and cash equivalents Cash and cash equivalents include all highly liquid investments, reviewed on a periodic basis. generally with original maturities of three months or less, that are readily convertible to known amounts of cash and are so near ■ Property, maturity that they present insignificant risk of changes in value because of changes in interest rates. of property, plant and equipment is primarily computed on the declining-balance method for Sony Corporation and its Japa- ■ Marketable nese subsidiaries, except for certain semiconductor manufacturing facilities whose depreciation is computed on the straight-line debt and equity securities costs plant and equipment and depreciation Property, plant and equipment are stated at cost. Depreciation Debt and equity securities designated as available-for-sale, whose fair values are readily determinable, are carried at fair value with method, and on the straight-line method for its foreign subsidiaries at rates based on estimated useful lives of the assets, princi- unrealized gains or losses included as a component of accumulated other comprehensive income, net of applicable taxes. Debt pally, ranging from 15 years up to 50 years for buildings and from 2 years up to 10 years for machinery and equipment. and equity securities classified as trading securities are carried at fair value with unrealized gains or losses included in income. Debt Significant renewals and additions are capitalized at cost. Maintenance and repairs, and minor renewals and betterments are securities that are expected to be held-to-maturity are carried at amortized cost. Individual securities classified as either available- charged to income as incurred. for-sale or held-to-maturity are reduced to net realizable value by a charge to income for other than temporary declines in fair value. ■ Goodwill Realized gains and losses are determined on the average cost method and are reflected in income. to have an indefinite life are not amortized and are tested for impairment on an annual basis and between annual tests if an ■ Equity event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. Fair securities in non-public companies and other intangible assets Goodwill and certain other intangible assets that are determined Equity securities in non-public companies are carried at cost as fair value is not readily determinable. If the value of a non-public value for those assets is generally determined using a discounted cash flow analysis. equity investment is estimated to have declined and such decline is judged to be other than temporary, Sony recognizes the Intangible assets that are determined not to have an indefinite life mainly consist of artist contracts, music catalogs, acquired impairment of the investment and the carrying value is reduced to its fair value. Determination of impairment is based on the patent rights and software to be sold, leased or otherwise marketed. Artist contracts and music catalogs are amortized on consideration of such factors as operating results, business plans and estimated future cash flows. Fair value is determined a straight-line basis over a period of up to 40 years. Acquired patent rights and software to be sold, leased or otherwise mar- through the use of such methodologies as discounted cash flows, valuation of recent financings and comparable valuations keted are amortized on a straight-line basis over 3 to 10 years. of similar companies. ■ Accounting ■ Inventories Inventories in electronics, game and music as well as non-film with FAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed”. inventories for pictures are valued at cost, not in excess of market, cost being determined on the “average cost” basis In the Electronics segment, costs related to establishing the technological feasibility of a software product are expensed as except for the cost of finished products carried by certain incurred as a part of research and development in cost of sales. for computer software to be sold Sony accounts for software development costs in accordance 86 Sony Corporation BH6/30 Page 86 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Costs that are incurred to produce the finished product after technological feasibility is established are capitalized and assets held and used, other than goodwill and intangible assets with indefinite lives, and assets to be disposed of, whenever amortized over the estimated economic life of the product, which is generally three years. Sony performs periodic reviews events or changes in circumstances indicated that the carrying amount may not be recoverable. Long-lived assets to be held to ensure that unamortized program costs remain recoverable from future revenue. and used are reviewed for impairment by comparing the carrying value of the assets with their estimated undiscounted future In the Game segment, technological feasibility of the underlying software is reached shortly before the products are released cash flows. If it is determined that an impairment loss has occurred, the loss would be recognized during the period. The to manufacturing. Costs incurred after technological feasibility is established are not material, and accordingly, Sony expenses impairment loss would be calculated as the difference between asset carrying value and the present value of estimated net cash software development costs for the Game segment as incurred as a part of research and development in cost of sales. flows or comparable market values, giving consideration to recent operating performance. Long-lived assets that are to be ■ Deferred disposed of other than by sale are considered held and used until they are disposed of. Long-lived assets that are to be insurance acquisition costs Costs that vary with and are primarily related to acquiring new insurance policies are deferred as long as they are recoverable. disposed of by sale are reported at the lower of their carrying value or fair value less cost to sell. Reductions in carrying value The deferred insurance acquisition costs include such items as commission, medical examination and inspection report fees. are recognized in the period in which the long-lived assets are classified as held for sale. The deferred insurance acquisition costs for traditional life insurance contracts are amortized over the premium-paying ■ Derivative period of the related insurance policies using assumptions consistent with those used in computing policy reserves. The All derivatives, including certain derivative financial instruments embedded in other contracts, are recognized as either assets or deferred insurance acquisition costs for non-traditional life insurance contracts are amortized over the expected life in liabilities in the balance sheet at fair value. Changes in the fair value of derivative financial instruments are either recognized proportion to the estimated gross profits. periodically in income or stockholders’ equity (as a component of accumulated other comprehensive income), depending on ■ Product warranty Sony provides for the estimated cost of product warranties at whether the derivative financial instrument qualifies as a hedge and the derivative is being used to hedge changes in fair value the time revenue is recognized by either product category group or individual product. The product warranty is calculated based or cash flows. In accordance with FAS No. 133, the derivative financial instru- upon product sales, estimated probability of failure and estimated cost per claim. The variables used in the calculation of ments held by Sony are classified and accounted as below. the provision are reviewed on a periodic basis. Certain subsidiaries in the Electronics segment offer extended Fair value hedges Changes in the fair value of derivatives designated and effective warranty programs. The consideration received through extended warranty service is deferred and amortized on a straight-line as fair value hedges for recognized assets or liabilities or unrecognized firm commitments are recognized in earnings as offsets to basis over the term of the extended warranty. changes in the fair value of the related hedged assets or liabilities. ■ Future insurance policy benefits Liabilities for future insurance policy benefits are primarily com- Cash flow hedges Changes in the fair value of derivatives designated and effective prised of the present value of estimated future payments to policyholders. These liabilities are computed by the net level as cash flow hedges for forecasted transactions or exposures associated with recognized assets or liabilities are initially recorded premium method based upon the assumptions such as future investment yield, morbidity, mortality and withdrawals. These in other comprehensive income and reclassified into earnings when the hedged transaction affects earnings. Changes in the assumptions are reviewed on a periodic basis. Liabilities for future insurance policy benefits also include liabilities for guaran- fair value of the ineffective portion are recognized in current period earnings. teed benefits related to certain non-traditional long-duration life and annuity contracts. Derivatives not designated as hedges ■ Accounting Changes in the fair value of derivatives that are not designated as hedges under FAS No. 133 are recognized in current period for the impairment of long-lived assets Sony periodically reviews the carrying value of its long-lived financial instruments earnings. Sony Corporation 87 BH6/30 Page 87 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Sony formally documents all hedging relationships between the derivatives designated as hedges and hedged items, as well Disclosure—an Amendment of FASB Statement No. 123”. In accordance with APB No. 25, stock-based compensation cost as its risk management objectives and strategies for undertaking various hedging activities. Sony links all hedges that are desig- is recognized in income based on the excess, if any, of the quoted market price of the common stock or subsidiary tracking nated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet or to the specific forecasted stock of Sony Corporation at the grant date of the award or other measurement date over the stated exercise price of the transaction. Sony also assesses, both at the inception of the hedge and on an on-going basis, whether the derivatives that award. As the exercise prices for Sony’s stock-based compensation plans are generally determined based on the prevailing are designated as hedges are highly effective in offsetting changes in fair value or cash flows of hedged items. When it is market price shortly before the date of grant, the compensation expense for these plans is not significant. For awards that determined that a derivative is not highly effective as a hedge, Sony discontinues hedge accounting. generate compensation expense as defined under APB No. 25, Sony calculates the amount of compensation expense and ■ Stock-based recognizes the expense over the vesting period of the award. The following table reflects the net effect on net income and compensation Sony applies Accounting Principle Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees”, and its related net income per share allocated to the common stock if Sony had applied the fair value recognition provisions of FAS No. 123, interpretations in accounting for its stock-based compensation plans and follows the disclosure-only provisions of FAS No. 148, “Accounting for Stock-Based Compensation”, to its stockbased compensation. See Note 17 for detailed assumptions. “Accounting for Stock-Based Compensation—Transition and Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Income before cumulative effect of an accounting change allocated to common stock: ¥115,648 ¥90,756 ¥168,498 $1,575 Deduct: under the fair value based method, net of related tax effects . . . . . . . . . . . . . . . (7,008) (6,334) (4,690) (44) Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥108,640 ¥84,422 ¥163,808 $1,531 ¥115,648 ¥88,639 ¥163,785 $1,531 Deduct: under the fair value based method, net of related tax effects . . . . . . . . . . . . . . . (7,008) (6,334) (4,690) (44) Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥108,640 ¥82,305 ¥159,095 $1,487 As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deduct: Total stock-based compensation expense determined Net income allocated to common stock: As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deduct: Total stock-based compensation expense determined Yen Years ended March 31 2003 2004 Dollars 2005 2005 Income before cumulative effect of an accounting change allocated to common stock: Basic EPS: As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥125.74. ¥98.26. ¥180.96. $1.69. Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118.12. 91.40. 175.92. 1.64. As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥118.21. ¥89.03. ¥162.59. $1.52. Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111.20. 82.96. 158.10. 1.48. As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥125.74. ¥95.97. ¥175.90. $1.64. Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118.12. 89.11. 170.86. 1.60. As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥118.21. ¥87.00. ¥158.07. $1.48. Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111.20. 80.94. 153.58. 1.44. Diluted EPS: Net income allocated to common stock: Basic EPS: Diluted EPS: 88 Sony Corporation BH6/30 Page 88 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Net income and net income per share allocated to the subsidiary tracking stock would not be impacted if Sony had applied such as interest sensitive whole life contracts, single payment endowment contracts, single payment juvenile contracts and the fair value recognition provisions of FAS No. 123. As a result of the adoption of EITF Issue No. 04-8, Sony’s other contracts without life contingencies are recognized as deposits to policyholder account balances and included in future diluted EPS of income before cumulative effect of an accounting change and net income for the year ended March 31, 2004 insurance policy benefits and other. Revenues from these contracts are comprised of fees earned for administrative and were restated in the above table. contract-holder services, which are recognized over the period of the contracts, and included in financial service revenue. ■ Free distribution of common stock On occasion, Sony Corporation may make a free distribution of Property and casualty insurance policies that the non-life insurance subsidiary writes are primarily automotive insurance common stock which is accounted for either by a transfer from additional paid-in capital to the common stock account or with contracts which are categorized as short-duration contracts. Premiums from these policies are reported as revenue over the no entry if free shares are distributed from the portion of previously issued shares in the common stock account. period of the contract in proportion to the amount of insurance protection provided. Under the Japanese Commercial Code, a stock dividend can be effected by an appropriation of retained earnings to the ■ Accounting for consideration given to a customer or a reseller common stock account, followed by a free share distribution with respect to the amount appropriated by resolution of the In accordance with EITF Issue No. 01-09, “Accounting for Consideration Given by a Vendor to a Customer or Reseller of the Board of Directors’ meeting. Free distribution of common stock is recorded in the consoli- Vendor’s Products”, cash consideration given to a customer or a reseller including payments for buydowns, slotting fees and coop- dated financial statements only when it becomes effective, except for the calculation and presentation of per share amounts. erative advertising programs, is accounted for as a reduction of revenue unless Sony receives an identifiable benefit (goods or ser- ■ Stock vices) in exchange for the consideration, can reasonably estimate the fair value of this benefit and receives documentation from the issue costs Stock issue costs are directly charged to retained earnings, net of tax, in the accompanying consolidated financial statements as reseller to support the amounts spent. Any payments meeting these criteria are treated as selling, general and administrative the Japanese Commercial Code prohibits charging such stock issue costs to capital accounts which is the prevailing practice in expenses. For the years ended March 31, 2003, 2004 and 2005, consideration given to a reseller, primarily for free promotional the United States of America. shipping and cooperative advertising programs included in selling, general and administrative expense totaled ¥29,135 million, ■ Revenue recognition Revenues from electronics, game and music sales are recog- ¥30,338 million and ¥27,946 million ($261 million), respectively. nized upon delivery which is considered to have occurred when the customer has taken title to the product and the risk and ■ Cost rewards of ownership have been substantively transferred. If the sales contract contains a customer acceptance provision, then manufacturing of products and include such items as material cost, subcontractor cost, depreciation of fixed assets, personnel sales are recognized after customer acceptance occurs or the acceptance provisions lapse. expenses, research and development costs, and amortization of film cost related to theatrical and television products. Revenues from the theatrical exhibition of motion pictures are recognized as the customer exhibits the film. Revenues from the ■ Research of sales Costs classified as cost of sales relate to the producing and and development costs licensing of feature films and television programming are recorded when the material is available for telecast by the licensee and Research and development costs are expensed as incurred. when any restrictions regarding the exhibition or exploitation of the product lapse. Revenues from the sale of home videocassettes ■ Selling, and DVDs are recognized upon availability of sale to the public. Traditional life insurance policies that the life insurance subsid- selling of products and include such items as advertising, promotion, shipping, and warranty expenses. iary writes, most of which are categorized as long-duration contracts, mainly consist of whole life, term life and accident and General and administrative expenses include operating items such as officer’s salaries, personnel expenses, depreciation of health insurance contracts. Premiums from these policies are reported as revenue when due from policyholders. fixed assets, office rental for sales, marketing and administrative divisions, a provision for doubtful accounts and amortization of Amounts received as payment for non-traditional contracts general and administrative Costs classified as selling expense relate to the promoting and intangible assets. Sony Corporation 89 BH6/30 Page 89 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Selling, general and administrative expenses are expensed as incurred. this method, basic net income per share (“EPS”) for each class of stock is calculated based on the earnings allocated to each ■ Financial class of stock for the applicable period, divided by the weightedaverage number of outstanding shares in each class during the service expenses Financial service expenses include a provision for policy reserves and amortization of deferred insurance acquisition cost, and all applicable period. The earnings allocated to the subsidiary tracking stock are other operating costs such as personnel expenses, depreciation of fixed assets, and office rental of subsidiaries in the Financial determined based on the subsidiary tracking stock holders’ economic interest in the targeted subsidiary’s earnings available Services segment. for dividends. As defined by Sony Corporation’s articles of incorporation, the amount distributable to the subsidiary tracking ■ Advertising costs Advertising costs are expensed when the advertisement or stock holders is based on the declared dividends of the targeted subsidiary, which may only be declared from the amounts commercial appears in the selected media, except for advertising costs for acquiring new insurance policies which are deferred and available for dividends of the targeted subsidiary. The targeted subsidiary’s earnings available for dividends are, as stipulated by amortized as part of insurance acquisition costs. the Japanese Commercial Code, not including those of the targeted subsidiary’s subsidiaries. If the targeted subsidiary has ■ Shipping and handling costs The majority of shipping and handling, warehousing and internal accumulated losses, a change in accumulated losses is also allocated to the subsidiary tracking stock. The subsidiary track- transfer costs for finished goods are included in selling, general and administrative expenses. An exception to this is in the ing stock holders’ economic interest is calculated as the number of the subsidiary tracking stock outstanding (3,072,000 shares Pictures segment where such costs are charged to cost of sales as they are integral part of producing and distributing the film as of March 31, 2005) divided by the number of the targeted subsidiary’s common stock outstanding (235,520 shares as of under SOP 00-2, “Accounting by Producers or Distributors of Films”. All other costs related to Sony’s distribution network are March 31, 2005), subject to multiplying by the Standard Ratio (tracking stock : subsidiary’s common stock=1 : 100, as defined included in cost of sales, including inbound freight charges, purchasing and receiving costs, inspection costs and warehous- in the articles of incorporation). The earnings allocated to the common stock are calculated by subtracting the earnings allo- ing costs for raw materials and in-process inventory. In addition, amounts paid by customers for shipping and handling costs are cated to the subsidiary tracking stock from Sony’s net income for the period. included in net sales. The computation of diluted net income per common stock reflects the maximum possible dilution from conversion, exer- ■ Income taxes The provision for income taxes is computed based on the pretax cise, or contingent issuance of securities including the conversion of Co-Cos regardless of whether the conditions to exercise income included in the consolidated statements of income. The asset and liability approach is used to recognize deferred tax the conversion rights have been met. There are no potentially dilutive securities for net income per assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the subsidiary tracking stock, as tracking stock shares outstanding are increased upon potential subsidiary tracking stocks’ being tax bases of assets and liabilities. Sony records a valuation allowances to reduce deferred tax assets to the amount that exercised, which results in a proportionate increase in earnings allocated to the subsidiary tracking stock. However, they could management believes is more likely than not to be realized. In assessing the likelihood of realization, Sony considers all have a dilutive effect on net income per common stock, as earnings allocated to the common stock would be decreased. currently available evidence for future years, both positive and negative, supplemented by information of historical results for (3) Recent pronouncements: each tax filling unit. ■ Accounting ■ Net income per share Sony calculates and presents per share data separately for 2004), “Share-Based Payment” (“FAS No. 123(R)”). This statement requires the use of the fair value based method of account- Sony’s common stock and for the subsidiary tracking stock, based on FAS No. 128. The holders of the subsidiary tracking ing for employee stock-based compensation and eliminates the alternative use of the intrinsic value method prescribed by APB stock have the right to participate in earnings, together with common stockholders. Accordingly, Sony calculates per share No. 25. With limited exceptions, FAS No. 123(R) requires that the grant-date fair value of share-based payments to employees data by the “two-class” method based on FAS No. 128. Under be expensed over the period the service is received. Sony has for stock-based compensation In December 2004, the FASB issued FAS No. 123 (revised 90 Sony Corporation BH6/30 Page 90 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC accounted for its employee stock-based compensation in accordance with the provisions prescribed by APB No. 25 and ended March 31, 2003 and 2004 have been made to conform to the presentation for the year ended March 31, 2005. its related interpretations and has disclosed the net effect on net income and net income per share allocated to the common stock if Sony had applied the fair value recognition provisions of FAS No. 123 to stock-based compensation as described above 3. U.S. dollar amounts in (2) Significant accounting policies—Stock-based compensation. This statement shall be effective for fiscal years beginning included solely for the convenience of the reader. These translations should not be construed as representations that the yen after June 15, 2005, with early adoption during the fiscal years beginning after the date this statement is issued encouraged. amounts actually represent, or have been or could be converted into U.S. dollars. As the amounts shown in U.S. dollars are for The options for transition methods prescribed in FAS No. 123(R) include either the modified prospective or the modified retro- convenience only, the rate of ¥107=U.S.$1, the approximate current rate at March 31, 2005, has been used for the purpose spective methods. Sony intends to adopt the modified prospective method of transition, which requires that compensation of presentation of the U.S. dollar amounts in the accompanying consolidated financial statements. U.S. dollar amounts presented in the financial statements are expense be recorded for all unvested stock acquisition rights as the requisite service is rendered beginning with the first period of adoption. Sony is currently evaluating the impact of adopting this new pronouncement. However, Sony expects that the total 4. Inventories Inventories comprise the following: expenses to be recorded in the future periods will be consistent with the pro forma information above in (2) Significant accounting policies—Stock-based compensation. ■ Inventory costs In November 2004, the FASB issued FAS No. 151, “Inventory Costs, an amendment of Accounting Research Bulletin (“ARB”) No. 43, Chapter 4.” This statement requires certain abnormal expenditures to be recognized as expenses in the current period. It also requires that the amount of fixed production overhead allocated to inventory be based on the normal capacity of the production facilities. This statement shall be effective for fiscal years beginning after June 15, 2005, with early adoption during the fiscal years beginning after the date this statement is issued March 31 2004 2005 Finished products . . . . . . . . ¥427,877 ¥405,616 $3,791 Work in process . . . . . . . . . . 2005 98,607 93,181 871 Raw materials, purchased components and supplies . . . . . . . . . . . . . . . 140,023 132,552 1,238 .................... ¥666,507 ¥631,349 $5,900 5. Film costs Film costs comprise the following: encouraged. The adoption of FAS No. 151 is not expected to have a material impact on Sony’s results of operations and Dollars in millions Yen in millions March 31 financial position. Dollars in millions Yen in millions 2004 2005 2005 Theatrical: ■ Exchanges of nonmonetary assets In December 2004, the FASB issued FAS No. 153, “Exchanges Released (including acquired film libraries) . . . ¥136,057 ¥119,438 $1,116 of Nonmonetary Assets, an amendment of APB Opinion No. 29.” This statement requires that exchanges of productive Completed not released . . 7,946 11,358 106 79,198 118,271 1,106 33,378 29,894 279 assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial In production and development . . . . . . . . . Television licensing: substance. This statement shall be effective for nonmonetary asset exchanges occurring in the fiscal periods beginning after Released (including June 15, 2005, with early adoption during the fiscal periods beginning after the date this statement is issued encouraged. In production and Sony is currently evaluating the impact of adopting this new pronouncement. acquired film libraries) . . . development . . . . . . . . . 161 0 0 .................... ¥256,740 ¥278,961 $2,607 Sony estimates that approximately 88% of unamortized costs (4) Reclassifications: Certain reclassifications of the financial statements for the years of released films (excluding amounts allocated to acquired film libraries) at March 31, 2005 will be amortized within the next Sony Corporation 91 BH6/30 Page 91 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC three years. Approximately ¥94,790 million ($886 million) of released film costs are expected to be amortized during the next In April 2002, Sony completed the sale of its equity interest in the Telemundo Group which resulted in cash proceeds of twelve months. As of March 31, 2005, unamortized acquired film libraries of approximately ¥12,371 million ($116 million) ¥88,373 million and a gain of ¥66,502 million. In the year ended March, 31 2003, Sony had deferred ¥5,939 million of the gain remained to be amortized on a straight-line basis over an average of the remaining life of 5 years. Approximately ¥108,833 related to the sale of Telemundo as a result of certain indemnifications provided by Sony to the acquirer, which was subse- million ($1,017 million) of accrued participation liabilities included in accounts payable, other and accrued expenses are expected quently recognized in April 2003, as these indemnifications expired with no amounts being refunded by Sony. to be paid during the next twelve months. In June 2002, Sony completed the partial sale of its equity investment in the Columbia House Company (“CHC”), a 50-50 6. Related party transactions joint venture between AOL Time Warner Inc. and Sony, to Blackstone Capital Partners III LP (“Blackstone”), an affiliate of Sony accounts for its investments in affiliated companies over which Sony has significant influence or ownership of 20% or The Blackstone Group, a private investment bank. The chairman of The Blackstone Group was also a director of Sony until June more but less than or equal to 50% under the equity method. In addition, investments in general partnerships in which Sony 2002. Under the terms of the sale agreement, Sony received cash proceeds of ¥17,839 million and a subordinated note does not have a controlling interest and limited partnerships are also accounted for under the equity method. Such investments receivable from Columbia House Holdings, Inc., a majority owned subsidiary of Blackstone, with a face amount of ¥7,827 include but are not limited to Sony’s interest in Sony Ericsson Mobile Communications AB (50%), SONY BMG MUSIC million. The sale resulted in a gain of ¥1,324 million. As of March 31, 2005, Sony still had a 7.5% ownership interest in CHC, ENTERTAINMENT (“SONY BMG”) (50%), S-LCD Corporation (“S-LCD”) (50% minus 1 share), ST Liquid Crystal Display Corpora- which was accounted for as a cost method investment as a result of the partial sale of this investment. In May 2005, an tion (50%), bit Wallet, Inc (34.6%), STAR CHANNEL, INC. (17.8%), and InterTrust Technologies Corporation (“InterTrust”) (49.5%). agreement was reached between Blackstone and a third party for the sale of CHC to the third party. As part of this transaction, Summarized combined financial information that is based on information provided by equity investees is shown below: Sony has also agreed to sell its remaining ownership interest in CHC and settle the outstanding subordinated note receivable. Dollars in millions Yen in millions March 31 2004 Current assets . . . . . . . . . . . 2005 2005 ¥433,154 ¥0,942,328 $08,807 Property, plant and equipment . . . . . . . . . . . . . 94,130 361,406 3,377 Other assets . . . . . . . . . . . . 57,756 250,245 2,339 Total assets . . . . . . . . . . . ¥585,040 ¥1,553,979 $14,523 Current liabilities . . . . . . . . . . ¥397,242 ¥0,876,430 $08,191 Long-term liabilities . . . . . . . 27,639 115,999 1,084 Stockholders’ equity . . . . . . 160,159 561,550 5,248 ¥585,040 ¥1,553,979 $14,523 Total liabilities and stockholders’ equity . . . . Number of companies at end of the fiscal year . . . 66 Years ended March 31 2003 2004 Dollars in millions 2005 Gross profit . . . ¥785,697 ¥1,009,005 ¥1,473,273 140,078 231,083 477,796 (81,422) 11,323 63,404 from Corning Asahi Corporation. As a result, AVGC is no longer accounted for under the equity method and is now a consolidated subsidiary. The financial position and operating results of AVGC as of and for the years ended March 31, 2004 and 2005 are not included in the above summarized combined financial information. Effective July 1, 2003, in accordance with FIN No. 46, Sony consolidated BE-ST Bellevuestrasse Development GmbH & Co. financial position and operating results of BE-ST as of and for the years ended March 31, 2004 and 2005 are not included in the above summarized combined financial information. In August 2003, Crosswave Communications Inc. (“CWC”), of $13,769 4,465 which Sony owned approximately a 23.9% interest, commenced reorganization proceedings under the Corporate Reorganization 593 Law of Japan. As a result, Sony no longer has a significant influence on the decision making of CWC. Therefore, CWC is no Net income (loss) . . . . . . . In May 2003, Sony acquired the remaining 50% interest in American Video Glass Company (“AVGC”) that it did not own 2005 Sales and revenue . . . . . In January 2003, Sony acquired a 49.5% interest in InterTrust for ¥23,076 million. First Real Estate KG, Berlin (“BE-ST”). As a result, BE-ST is no longer accounted for under the equity method (Note 23). The 56 Yen in millions In September 2002, Sony completed the sale of its equity interest in Sony Tektronix Inc., which resulted in a gain of ¥3,090 million. longer accounted for under the equity method. The financial 92 Sony Corporation BH6/30 Page 92 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC position and operating results of CWC as of and for the years ended March 31, 2004 and 2005 are not included in the above summarized combined financial information. S-LCD, a joint venture with Samsung Electronics Co., Ltd., focused on manufacturing amorphous TFT panel, was established in April 2004 as a joint venture in which Sony has an ownership interest of 50% minus 1 share. Sony invested ¥100,073 million ($935 million) in S-LCD during the year ended March 31, 2005. As of August 1, 2004, Sony combined its recorded music business, except for the operations of its recorded music business in Japan, with the recorded music business of Bertelsmann AG in a joint venture. The newly formed company, known as SONY BMG, is 50% owned by each parent company. As a result, the results of the recorded music business, except for the recorded music business in Japan, are no longer consolidated but are accounted for under the equity method. On April 8, 2005, a consortium led by Sony Corporation of America (“SCA”) and its equity partners, Providence Equity Partners, Texas Pacific Group, Comcast Corporation and DLJ Merchant Banking Partners, completed the acquisition of Metro– Goldwyn–Mayer Inc. (“MGM”). Under the terms of the acquisition agreement, the aforementioned investor group acquired MGM for $12.00 in cash per MGM share, for a total purchase price of approximately $5.0 billion. As part of this transaction, Sony Pictures Entertainment (“SPE”) will co-finance and produce new motion pictures with MGM as well as distribute MGM’s existing film and television contents through SPE’s global distribution channels. MGM will continue to operate under the Metro– Goldwyn–Mayer name as a private company headquartered in Los Angeles. As part of the acquisition, SCA invested $257 million for 20% of the total equity capital. However, based on the percentage of common stock owned, Sony will record 45% of MGM’s net income (loss) as equity in net income of affiliated companies. Affiliated companies accounted for under the equity method with an aggregate carrying amount of ¥6,081 million and ¥17,676 million ($165 million) at March 31, 2004 and 2005, were quoted on established markets at an aggregate value of ¥37,603 million and ¥95,246 million ($890 million), respectively. Account balances and transactions with affiliated companies accounted for under the equity method are presented below: Yen in millions Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Sales . . . . . . . . ¥161,983 ¥258,454 ¥256,799 $2,400 Purchases . . . . ¥102,735 ¥106,100 ¥101,976 $ 953 As of April 1, 2004, Sony Corporation made Sony Computer Entertainment Inc. (“SCE”) a wholly-owned subsidiary through a stock for stock exchange pursuant to the provision of Article 358 of the Japanese Commercial Code which does not require the approval of the General Meeting of Shareholders. The stock for stock exchange ratio was determined based on the estimated equity values of SCE and Sony on a consolidated basis. Through the stock for stock exchange, Sony Corporation provided 1,000,000 shares of its common stock to an Executive Deputy President, Corporate Executive Officer of Sony Corporation who had owned 100 shares of SCE’s common stock. This transaction did not have a material impact on Sony’s results of operations and financial position for the year ended March 31, 2005. Dividends from affiliated companies accounted for under the equity method for the years ended March 31, 2003, 2004 and 2005 were ¥2,002 million, ¥3,446 million and ¥13,391 million ($125 million), respectively. 7. Accounts receivable securitization programs In the United States of America, Sony has set up an accounts receivable securitization program whereby Sony can sell interests in up to ¥53,500 million ($500 million) of eligible trade accounts receivable, as defined. Through this program, Sony can securitize and sell a percentage of an undivided interest in that pool of receivables to several multi-seller commercial paper conduits owned and operated by a bank. Sony can sell receivables in which the agreed upon original due dates are no more than 90 days after the invoice dates. The value assigned to undivided interests retained in securitized trade receivables is based on the relative fair values of the interest retained and sold in the securitization. Sony has assumed that the fair value of the retained interest is equivalent to its carrying value as the receivables are short-term in nature, high quality and have appropriate reserves for bad debt incidence. These securitization transactions are accounted for as a sale in accordance with FAS No. 140, “Accounting for Transfers and Servicing of Financial Assets Dollars in millions and Extinguishments of Liabilities”, because Sony has relinquished control of the receivables. During the period from April 2005 2004 to January 2005, Sony sold a total of ¥80,250 million ($750 million) of accounts receivable under this program. There March 31 2004 2005 Accounts receivable, trade . . ¥62,359 ¥50,062 $468 Advances . . . . . . . . . . . . . . ¥561 ¥16,756 $157 Accounts payable, trade . . . ¥13,547 ¥15,225 $142 were no outstanding amounts due at March 31, 2005 relating to the existing undivided interests in the pool of receivables that had been sold. Losses from these transactions were insignificant. This program was terminated in May 2005. Sony Corporation 93 BH6/30 Page 93 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC In Japan, Sony set up several accounts receivable sales programs whereby Sony can sell up to ¥47,500 million ($444 accounted for as sales in accordance with FAS No. 140, because Sony has relinquished control of the receivables. The initial sale of million) of eligible trade accounts receivable. Through these programs, Sony can sell receivables to special purpose entities these receivables was in March 2005 in which Sony sold a total of ¥10,041 million ($94 million). Losses from these transactions were owned and operated by banks. Sony can sell receivables in which the agreed upon original due dates are no more than 190 insignificant. Although Sony continues servicing the sold receivables, no servicing liabilities are recorded because costs for days after the sales of receivables. These transactions are collection of the sold receivables are insignificant. 8. Marketable securities and securities investments and other Marketable securities and securities investments and other include debt and equity securities of which the aggregate cost, gross unrealized gains and losses and fair value pertaining to available-for-sale securities and held-to-maturity securities are as follows: Yen in millions March 31, 2004 Cost Gross unrealized gains March 31, 2005 Gross unrealized losses Fair value Cost Gross unrealized gains Gross unrealized losses Fair value Available-for-sale: Debt securities . . . . . . . . . . . . . . . . . . ¥1,938,673 ¥55,922 Equity securities . . . . . . . . . . . . . . . . . 86,517 63,225 Held-to-maturity securities . . . . . . . . . . . 26,439 381 Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,051,629 ¥119,528 ¥(2,072) ¥1,992,523 ¥2,090,605 ¥ 58,161 (1,886) 147,856 107,126 (28) 26,792 27,431 530 ¥(3,986) ¥2,167,171 ¥2,225,162 ¥108,041 ¥(2,464) ¥2,146,302 49,350 (814) 155,662 (13) 27,948 ¥(3,291) ¥2,329,912 Dollars in millions March 31, 2005 Cost Gross unrealized gains Gross unrealized losses Fair value Available-for-sale: Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,538 $ 544 $(23) $20,059 Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,002 461 (8) 1,455 Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256 5 (0) 261 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,796 $1,010 $(31) $21,775 At March 31, 2005, debt securities classified as available-forsale securities and held-to-maturity securities mainly consist of Japanese government and municipal bonds and corporate debt securities with maturities of one to ten years. Proceeds from sales of available-for-sale securities were ¥215,554 million, ¥397,817 million and ¥613,035 million ($5,729 million) for the years ended March 31, 2003, 2004 and 2005, respectively. On those sales, gross realized gains computed on the average cost basis were ¥3,570 million, ¥9,525 million and ¥24,080 million ($225 million) and gross realized losses were ¥3,125 million, ¥1,906 million and ¥5,940 million ($56 million), respectively. Marketable securities classified as trading securities at March 31, 2004 and 2005 were ¥131,044 million and ¥315,946 million ($2,953 million), respectively, which consist of debt and equity securities including short-term investments in money market funds. In the ordinary course of business, Sony maintains long-term investment securities, included in securities investments and other, issued by a number of non-public companies. The aggre- gate carrying amounts of the investments in non-public companies at March 31, 2004 and 2005, were ¥51,367 million and ¥48,877 million ($457 million), respectively. A non-public equity investment is valued at cost as fair value is not readily determinable. If the value is estimated to have declined and such decline is judged to be other than temporary, the impairment of the investment is recognized and the carrying value is reduced to its fair value. Securities investments and other as of March 31, 2004 also included separate account assets (Note 11) in the life insurance business, which were carried at fair value and excluded from the above table as gains or losses accrue directly to policyholders. As a result of the adoption of SOP 03-1, the separate account assets, which are defined by insurance business law in Japan and were previously included in “Securities investments and other” on the consolidated balance sheet, were excluded from the category of separate accounts under the provision of SOP 03-1. Accordingly, the assets previously treated as separate account assets are now treated within general account assets. On April 1, 2004, 94 Sony Corporation BH6/30 Page 94 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC assets of ¥164,461 million ($1,537 million) were reclassified from “Securities investments and other” to each respective account by nature including “Marketable securities” and “Cash and cash equivalents”. Of the total, ¥154,528 million ($1,444 million) was reclassified to “Marketable securities”. The net change in the unrealized gains or losses on trading securities that has been included in earnings during the years ended March 31, 2003 and 2004 was insignificant. For the year ended March 31, 2005, Sony booked ¥12,631 million ($118 million) of net unrealized gain on trading securities which is mainly derived from the general accounts in the life insurance business reclassified from the separate accounts as explained above. The following table presents the gross unrealized losses on, and fair value of, Sony’s investment securities with unrealized losses, aggregated by investment category and the length of time that individual investment securities have been in a continuous unrealized loss position, at March 31, 2005. Yen in millions Less than 12 months 12 months or more Unrealized losses Fair value Total Unrealized losses Fair value Unrealized losses Fair value Available-for-sale: Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥242,388 ¥(2,044) ¥41,523 ¥(420) ¥283,911 ¥(2,464) Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,010 (457) 1,225 (357) 12,235 (814) Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239 (0) 660 (13) 899 (13) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥253,637 ¥(2,501) ¥43,408 ¥(790) ¥297,045 ¥(3,291) Dollars in millions Less than 12 months 12 months or more Unrealized losses Fair value Total Unrealized losses Fair value Unrealized losses Fair value Available-for-sale: Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,265 $(19) $388 $(4) $2,653 $(23) Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 (5) 12 (3) 115 (8) Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (0) 6 (0) 8 (0) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,370 $(24) $406 $(7) $2,776 $(31) In evaluating the factors for available-for-sale securities whose fair values are readily determinable, Sony presumes a decline in 9. Leased assets value to be other-than-temporary if the fair value of the security is 20 percent or more below its original cost for an extended plant, office space, warehouses, employees’ residential facilities and other assets. period of time (generally a period of up to six to twelve months). This criteria is employed as a threshold to identify securities which may have a decline in value that is other-than-temporary. The presumption of an other-than-temporary impairment in such Sony leases certain communication and commercial equipment, An analysis of leased assets under capital leases is as follows: Dollars in millions Yen in millions March 31 2004 2005 2005 cases may be overcome if there is evidence to support that the decline is temporary in nature due to the existence of other Class of property: Land . . . . . . . . . . . . . . . . . . ¥(00,174 ¥(00,181 $(002 factors which overcome the duration or magnitude of the decline. On the other hand, there may be cases where impairment Buildings . . . . . . . . . . . . . . . 12,421 11,089 104 36,907 33,747 315 losses are recognized when the decline in the fair value of the security is not more than 20 percent or such decline has not existed for an extended period of time, as a result of considering specific factors which may indicate the decline in the fair value is Machinery, equipment and others . . . . . . . . . . . . . Accumulated depreciation . . (19,385) (18,509) (173) .................... ¥(30,117 ¥(26,508 $(248 other-than-temporary. At March 31, 2005, Sony determined that the decline in value for securities with unrealized losses shown in the above table is not other-than-temporary in nature. Sony Corporation 95 BH6/30 Page 95 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC The following is a schedule by year of the future minimum lease payments under capital leases together with the present ¥2,923 million and ¥1,933 million ($18 million), respectively. The total minimum rentals to be received in the future under noncan- value of the net minimum lease payments as of March 31, 2005: celable subleases as of March 31, 2005 were ¥14,954 million ($140 million). The minimum rental payments required under Yen in millions Dollars in millions Year ending March 31: 2006 . . . . . . . . . . . . . . . . . . . . . . . . . ¥15,211 $142 2007 . . . . . . . . . . . . . . . . . . . . . . . . . 11,062 103 operating leases that have initial or remaining noncancelable lease terms in excess of one year at March 31, 2005 are as follows: Yen in millions Dollars in millions 2008 . . . . . . . . . . . . . . . . . . . . . . . . . 8,895 83 2009 . . . . . . . . . . . . . . . . . . . . . . . . . 10,873 102 Year ending March 31: 2006 . . . . . . . . . . . . . . . . . . . . . . . . . ¥038,182 $0,357 2010 . . . . . . . . . . . . . . . . . . . . . . . . . 3,001 28 2007 . . . . . . . . . . . . . . . . . . . . . . . . . 30,568 286 Later years . . . . . . . . . . . . . . . . . . . . . 5,428 51 2008 . . . . . . . . . . . . . . . . . . . . . . . . . 22,993 215 Total minimum lease payments . . . . . . . 54,470 509 2009 . . . . . . . . . . . . . . . . . . . . . . . . . 14,060 131 132 2010 . . . . . . . . . . . . . . . . . . . . . . . . . 10,496 98 Later years . . . . . . . . . . . . . . . . . . . . . 53,652 501 Total minimum future rentals . . . . . . . . . ¥169,951 $1,588 Less—Amount representing interest . . . 14,169 Present value of net minimum lease payments . . . . . . . . . . . . . . . . . . . . . . 40,301 377 Less—Current obligations . . . . . . . . . . . 11,713 110 Long-term capital lease obligations . . . . ¥28,588 $267 10. Goodwill and intangible assets Minimum lease payments have not been reduced by minimum sublease income of ¥11,480 million ($107 million) due in the future under noncancelable subleases. Minimum rental expenses under operating leases for the years ended March 31, 2003, 2004 and 2005 were ¥94,364 million, ¥92,649 million and ¥81,391 million ($761 million), respectively. Sublease rentals received under operating leases for the years ended March 31, 2003, 2004 and 2005 were ¥6,240 million, Intangible assets acquired during the year ended March 31, 2005 totaled ¥22,844 million ($213 million), which are subject to amortization and primarily consist of acquired patent rights of ¥6,673 million ($62 million) and software to be sold, leased or otherwise marketed of ¥11,546 million ($108 million). The weighted average amortization period for acquired patent rights and software to be sold, leased or otherwise marketed is 8 years and 3 years, respectively. Intangible assets subject to amortization comprise the following: Yen in millions 2004 Dollars in millions 2005 March 31 Artist contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥080,675 ¥0(68,300) ¥015,218 ¥(11,094) $0,142 $(104) Music catalog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,795 (47,610) 65,674 (19,641) 614 (184) Acquired patent rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,996 (23,172) 55,173 (26,139) 516 (244) Software to be sold, leased or otherwise marketed . . . . . . . . . . . 31,983 (13,577) 31,907 (16,181) 298 (151) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,048 (27,422) 27,648 (11,625) 258 (108) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥330,497 ¥(180,081) ¥195,620 ¥(84,680) $1,828 $(791) Accumulated amortization Gross carrying amount 2005 Gross carrying amount Accumulated amortization The aggregate amortization expenses for intangible assets for the years ended March 31, 2003, 2004 and 2005 was ¥27,871 million, ¥28,866 million and ¥24,993 million ($234 million), respectively. The estimated aggregate amortization expense for intangible assets for the next five years is as follows: Gross carrying amount Accumulated amortization Yen in millions Year ending March 31: 2006 . . . . . . . . . . . . . . . . . . . . . . . . . ¥22,650 $212 2007 . . . . . . . . . . . . . . . . . . . . . . . . . 18,287 171 2008 . . . . . . . . . . . . . . . . . . . . . . . . . 12,202 114 2009 . . . . . . . . . . . . . . . . . . . . . . . . . 10,623 99 2010 . . . . . . . . . . . . . . . . . . . . . . . . . 8,874 83 96 Sony Corporation BH6/30 Page 96 Dollars in millions 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC In addition to the amortizable and indefinite-lived intangible assets shown in the above tables, intangible assets at March 31, Total carrying amount of intangible assets having an indefinite life comprise the following: 2004 and 2005 also include unrecognized prior service costs totaling ¥21,376 million and ¥41 million ($0 million), respectively, Dollars in millions Yen in millions which were recorded under FAS No. 87 as discussed in Note 15. March 31 2004 2005 2005 Trademarks . . . . . . . . . . . . ¥57,384 ¥57,195 $535 Distribution agreement . . . . 18,834 18,848 176 ..................... ¥76,218 ¥76,043 $711 The changes in the carrying amount of goodwill by operating segment for the years ended March 31, 2004 and 2005 are as follows: Yen in millions Electronics Balance at March 31, 2003 . . . . . . . . . . . . . . . . . . Game Music Pictures Financial Services Other Total Goodwill acquired during year . . . . . . . . . . . . . . . . . Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . ¥53,179 5,634 (6,049) ¥110,606 — — ¥(46,021 76 — ¥78,697 1,666 — — — — ¥1,624 534 — ¥290,127 7,910 (6,049) Other * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (528) (244) (3,771) (9,574) — (1) (14,118) Balance at March 31, 2004 . . . . . . . . . . . . . . . . . Reallocated from Music segment to Electronics segment . . . . . . . . . . . . . . . . . . . . . Goodwill acquired during year . . . . . . . . . . . . . . . Goodwill contributed to the Joint Venture with Bertelsmann AG . . . . . . . . . . . . . . . . . . . . . Other * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,236 110,362 42,326 70,789 — 2,157 277,870 12,329 5,872 — 4,349 (12,329) 52 — 5,868 — ¥441 — 2,069 — 18,651 — 378 — 29 (15,626) 1,281 — 1,277 — — — 63 (15,626) 3,028 Balance at March 31, 2005 . . . . . . . . . . . . . . . . . ¥70,815 ¥114,740 ¥(15,704 ¥77,934 ¥441 ¥4,289 ¥283,923 Dollars in millions Electronics Game Music Pictures Financial Services Other Total Balance at March 31, 2004 . . . . . . . . . . . . . . . . . . Reallocated from Music segment to Electronics segment . . . . . . . . . . . . . . . . . . . . . . . Goodwill acquired during year . . . . . . . . . . . . . . . . Goodwill contributed to the Joint Venture with Bertelsmann AG . . . . . . . . . . . . . . . . . . . . . . Other * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $488 $1,031 $396 $662 — $20 $2,597 116 55 — 41 (116) 1 — 54 — $4 — 19 — 174 — 3 — 0 (146) 12 — 12 — — — 1 (146) 28 Balance at March 31, 2005 . . . . . . . . . . . . . . . . . . $662 $1,072 $147 $728 $4 $40 $2,653 *Other consists of translation adjustments and reclassification to/from other accounts. During the year ended March 31, 2004, Sony performed the annual impairment test for goodwill and recorded an impairment Electronics segment and accordingly, Sony reallocated ¥12,329 million ($116 million) of goodwill relating to the non-Japan based loss of ¥6,049 million in the Electronics segment. This impairment charge reflected the overall decline in the fair value of a disc manufacturing and physical distribution business from the Music segment to the Electronics segment. subsidiary within the Electronics segment. The fair value of that reporting unit was estimated principally using the expected present value of future cash flows. As discussed in Notes 6 and 25, as of August 1, 2004, Sony 11. Insurance-related accounts and Bertelsmann AG combined their recorded music business in a joint venture. In connection with the establishment of the joint their accounting records as described in Note 2 in accordance with the accounting principles and practices generally accepted venture, assets contributed by Sony included ¥15,626 million ($146 million) of goodwill. In addition, the non-Japan based disc in Japan, which vary in some respects from U.S. GAAP. Those differences are mainly that insurance acquisition costs manufacturing and physical distribution businesses, formerly included within the Music segment, have been reclassified to the for life and non-life insurance are charged to income when incurred in Japan whereas in the United States of America those Sony’s life and non-life insurance subsidiaries in Japan maintain Sony Corporation 97 BH6/30 Page 97 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC costs are deferred and amortized generally over the premiumpaying period of the related insurance policies, and that future tions for all policies are based on either the subsidiary’s own experience or various actuarial tables. At March 31, 2004 and policy benefits for life insurance calculated locally under the authorization of the supervisory administrative agencies are 2005, future insurance policy benefits amounted to ¥1,605,178 million and ¥1,782,850 million ($16,662 million), respectively. comprehensively adjusted to a net level premium method with certain adjustments of actuarial assumptions for U.S. GAAP (4) Separate account assets: purposes. For purposes of preparing the consolidated financial statements, appropriate adjustments have been made to reflect Separate account assets are funds on which investment income and gains or losses accrue directly to policyholders. Separate such items in accordance with U.S. GAAP. The amounts of statutory net equity of the subsidiaries as of account assets are legally segregated. They are not subject to the claims that may arise out of any other business of a life March 31, 2004 and 2005 were ¥146,540 million and ¥153,228 million ($1,432 million), respectively. insurance subsidiary. As described in Note 2, the AcSEC issued SOP 03-1, “Accounting and Reporting by Insurance Enterprises (1) Insurance policies: for Certain Nontraditional Long-Duration Contracts and for Separate Accounts”. As a result of the adoption of SOP 03-1 on Life insurance policies that the life insurance subsidiary writes, most of which are categorized as long-duration contracts, April 1, 2004, the separate account assets, which are defined by insurance business law in Japan and were previously included in mainly consist of whole life, term life and accident and health insurance contracts. The life insurance revenues for the years “Securities investments and other” (Note 8) in the consolidated balance sheet, were excluded from the category of separate ended March 31, 2003, 2004 and 2005 were ¥450,363 million, ¥437,835 million and ¥426,774 million ($3,989 million), respec- accounts under the provision of SOP 03-1. Accordingly, the assets previously treated as separate account assets are now tively. Property and casualty insurance policies that the non-life insurance subsidiary writes are primarily automotive insurance treated within general account assets. The related liabilities are treated as policyholders’ account and included in future insur- contracts which are categorized as short-duration contracts. The non-life insurance revenues for the years ended March 31, ance policy benefits and other in the consolidated balance sheet. Fees earned for administrative and contract-holder 2003, 2004 and 2005 were ¥21,269 million, ¥28,371 million and ¥35,454 million ($331 million), respectively. services performed for the separate accounts are recognized as financial service revenue. (2) Deferred insurance acquisition costs: Insurance acquisition costs, including such items as commission, medical examination and inspection report fees, that vary 12. Short-term borrowings and long-term debt Short-term borrowings comprise the following: with and are primarily related to acquiring new insurance policies are deferred as long as they are recoverable. The deferred insurance acquisition costs for traditional life insurance contracts are amortized over the premium-paying period of the related insurance policies using assumptions consistent with those used in computing policy reserves. The deferred insurance acquisition costs for non-traditional life insurance contracts are amortized over the expected life in proportion to the estimated gross profits. Amortization charged to income for the years ended March 31, 2003, 2004 and 2005 amounted to ¥44,578 million, ¥50,492 million and ¥47,120 million ($440 million), respectively. Dollars in millions Yen in millions March 31 2004 2005 2005 Unsecured loans, principally from banks: with weighted-average interest rate of 1.80% . . . ¥26,260 with weighted-average interest rate of 2.79% . . . ¥38,796 $362 65,000 — — interest rate of 0.00% . . . — 24,600 230 .................... ¥91,260 ¥63,396 $592 Secured call money: with weighted-average interest rate of 0.01% . . . Secured bills sold: (3) Future insurance policy benefits: Liabilities for future policy benefits are established in amounts adequate to meet the estimated future obligations of policies in force. These liabilities are computed by the net level premium method based upon estimates as to future investment yield, with weighted-average At March 31, 2005, marketable securities and securities morbidity, mortality and withdrawals. Future policy benefits are computed using interest rates ranging from approximately investments with a book value of ¥27,433 million ($256 million) were pledged as collateral for bills sold by a Japanese bank 1.30% to 5.20%. Mortality, morbidity and withdrawal assump- subsidiary. 98 Sony Corporation BH6/30 Page 98 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Long-term debt comprises the following: Dollars in millions Yen in millions March 31 2004 2005 2005 Secured loans, representing obligations to banks: Due 2004 to 2008 with interest ranging from 2.20% to 3.73% per annum . . . . . . . . . . . . . . . . . . . . ¥ 58,786 Due 2005 to 2008 with interest of 2.20% per annum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,122 $ 11 113,436 1,060 58,755 550 287,753 — — 2,336 Unsecured loans, representing obligations principally to banks: Due 2004 to 2017 with interest ranging from 1.77% to 5.89% per annum . . . . . . . . . . . . . . . . . . . . 77,646 Due 2005 to 2017 with interest ranging from 0.23% to 5.89% per annum . . . . . . . . . . . . . . . . . . . . Medium-term notes of consolidated subsidiaries: Due 2004 to 2006 with interest ranging from 1.09% to 4.95% per annum . . . . . . . . . . . . . . . . . . . . 60,537 Due 2006 with interest ranging from 2.78% to 4.95% per annum . . . . . . . . . . . . . . . . . . . . . . . . . . Unsecured 1.4% convertible bonds, due 2005, convertible at ¥3,995.5 for one common share, redeemable before due date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unsecured zero coupon convertible bonds, due 2008, convertible currently at ¥5,605 ($52) for one common share, redeemable before due date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,000 250,000 Unsecured 0.03% bonds, due 2004 with detachable warrants, net of unamortized discount . . . . . . . . 3,981 — — Unsecured 0.1% bonds, due 2005 with detachable warrants, net of unamortized discount . . . . . . . . . 3,924 3,981 37 Unsecured 1.55% bonds, due 2006 with detachable warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,000 12,000 112 Unsecured 0.9% bonds, due 2007 with detachable warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,300 7,300 68 Unsecured 0.9% bonds, due 2007 with detachable warrants of subsidiary tracking stock . . . . . . . . . . 150 150 1 Unsecured 1.42% bonds, due 2005, net of unamortized discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,994 99,998 935 Unsecured 0.64% bonds, due 2006, net of unamortized discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,994 99,996 935 Unsecured 2.04% bonds, due 2010, net of unamortized discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,981 49,984 467 Unsecured 1.52% bonds, due 2011, net of unamortized discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,996 49,997 467 Unsecured 2.0% bonds, due 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000 140 Unsecured 1.99% bonds, due 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000 140 Unsecured 2.35% bonds, due 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,900 4,900 46 40,301 377 Capital lease obligations: Due 2004 to 2014 with interest ranging from 2.15% to 30.00% per annum . . . . . . . . . . . . . . . . . . . 42,689 Due 2005 to 2019 with interest ranging from 1.55% to 30.00% per annum . . . . . . . . . . . . . . . . . . . Guarantee deposits received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,775 23,942 224 ............................................................................ 1,161,406 845,862 7,906 Less—Portion due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 383,757 166,870 1,560 ............................................................................ ¥0,777,649 ¥678,992 $6,346 At March 31, 2005, machinery and equipment with a book value of ¥4,502 million ($42 million) were pledged as collateral for secured loans, representing obligations to banks. There are no adverse debt covenants or cross-default provisions relating to Sony’s borrowings. Sony Corporation 99 BH6/30 Page 99 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC A summary of the exercise rights of the detachable warrants as of March 31, 2005 is as follows: Exercise price Issued on August 23, 1999 October 19, 2000 December 21, 2001 December 21, 2001 Exercisable during Yen Dollars Number of shares per warrant September 1, 2000 through August 22, 2005 November 1, 2001 through October 18, 2006 January 6, 2003 through December 20, 2007 June 20, 2002 through June 20, 2007 ¥07,167 $067 12,457 116 6,039 56 3,300 31 279 shares of common stock of Sony Corporation 100 shares of common stock of Sony Corporation 100 shares of common stock of Sony Corporation 75 shares of subsidiary tracking stock Status of exercise 2,000 warrants outstanding 9,600 warrants outstanding 11,534 warrants outstanding 600 warrants outstanding 14. Financial instruments Aggregate amounts of annual maturities of long-term debt (1) Derivative instruments and hedging activities: during the next five years are as follows: Yen in millions Dollars in millions Year ending March 31: 2006 . . . . . . . . . . . . . . . . . . . . . . . . . 2007 . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . . . . . . . . . . . . ¥166,870 178,117 32,059 282,430 $1,560 1,665 300 2,640 2010 . . . . . . . . . . . . . . . . . . . . . . . . . 2,909 27 At March 31, 2005, Sony had unused committed lines of credit amounting to ¥863,956 million ($8,074 million) and can generally borrow up to 90 days from the banks with whom Sony Sony has certain financial instruments including financial assets and liabilities incurred in the normal course of business. Such financial instruments are exposed to market risk arising from the changes of foreign currency exchange rates and interest rates. In applying a consistent risk management strategy for the purpose of reducing such risk, Sony uses derivative financial instruments, which include foreign exchange forward contracts, foreign currency option contracts, and interest rate and currency swap agreements. Foreign exchange forward contracts and foreign currency option contracts are utilized primarily to limit the exposure affected by changes in foreign currency exchange rates on cash flows generated by anticipated intercompany transac- has committed line contracts. Furthermore, Sony has Commercial Paper Programs, the size of which was ¥1,251,450 million tions and intercompany accounts receivable and payable denominated in foreign currencies. Interest rate and currency swap ($11,696 million). There was no commercial paper outstanding at March 31, 2005. Under those programs, Sony can issue com- agreements are utilized primarily to lower funding costs, to diversify sources of funding and to limit Sony’s exposure associated mercial paper for the period generally not in excess of 270 days up to the size of the programs. In addition, Sony has Medium with underlying debt instruments and available-for-sale debt securities resulting from adverse fluctuations in interest rates, Term Notes programs, the size of which was ¥536,750 million ($5,016 million). At March 31, 2005, the total outstanding bal- foreign currency exchange rates and changes in the fair value. These instruments are executed with creditworthy financial ance of Medium Term Notes was ¥58,755 million ($550 million). institutions, and virtually all foreign currency contracts are denominated in U.S. dollars, euros and other currencies of 13. Deposits from customers in the banking business major countries. Although Sony may be exposed to losses in the event of nonperformance by counterparties or unfavorable All deposits from customers in the banking business are interest interest and currency rate movements, it does not anticipate significant losses due to the nature of Sony’s counterparties or bearing deposits and are owned by a Japanese bank subsidiary which was established as an Online Internet bank for individuals. the hedging arrangements. These derivatives generally mature or expire within 5 months after the balance sheet date. Sony At March 31, 2004 and 2005, the balance of time deposits issued in amounts of ¥10 million ($93 thousand) or more were does not use these derivative financial instruments for trading or speculative purposes except for certain derivatives utilized for ¥55,164 million and ¥67,387 million ($630 million), respectively. At March 31, 2005, aggregate amounts of annual maturities portfolio investments such as interest rate swap agreements and interest rate future contracts in the Financial Services segment. of time deposits with a remaining term of more than one year include ¥25,697 million ($240 million) and ¥23,910 million ($223 These derivative transactions utilized for portfolio investments in the Financial Services segment are executed within a certain million) for the years ending March 31, 2007 and 2008, respectively. There are no deposits having a maturity date after March limit in accordance with an internal risk management policy. Derivative financial instruments held by Sony are classified and 31, 2008. accounted for as described below pursuant to FAS No. 133. 100 Sony Corporation BH6/30 Page 100 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Fair value hedges The derivatives designated as fair value hedges include interest payable and forecasted transactions denominated in functional currencies (Japanese yen, U.S. dollars and euros) of Sony’s rate and currency swap agreements. Both the derivatives designated as fair value hedges and major operating units. The majority of written foreign currency option contracts are a part of range forward contract arrange- hedged items are reflected at fair value in the consolidated balance sheet. Changes in the fair value of the derivatives ments and expire in the same month with the corresponding purchased foreign currency option contracts. designated as fair value hedges as well as offsetting changes in the carrying value of the underlying hedged items are recognized Sony also enters into foreign exchange forward contracts, which effectively fix the cash flows from foreign currency in income. The amount of ineffectiveness of these fair value hedges, that denominated debt. Accordingly, these derivatives have been designated as cash flow hedges in accordance with FAS was reflected in earnings, was not material for the years ended March 31, 2003, 2004 and 2005. In addition, there were no No. 133. Foreign exchange forward contracts and foreign currency amounts excluded from the assessment of hedge effectiveness of fair value hedges. option contracts that do not qualify as hedges are markedto-market with changes in value recognized in other income and expenses. Cash flow hedges The derivatives designated as cash flow hedges include foreign exchange forward contracts, foreign currency option contracts Interest rate and currency swap agreements Sony enters into interest rate and currency swap agreements, and interest rate and currency swap agreements. Changes in the fair value of derivatives designated as cash which are used for reducing the risk arising from the changes in the fair value of fixed rate debt and available-for-sale debt flow hedges are initially recorded in other comprehensive income and reclassified into earnings when the hedged transaction securities. For example, Sony enters into interest rate and currency swap agreements, which effectively swap foreign affects earnings. For the years ended March 31, 2003 and 2004, these cash flow hedges were fully effective. For the year currency denominated fixed rate debt for functional currency denominated variable rate debt. These derivatives are consid- ended March 31, 2005, the amount of ineffectiveness of these cash flow hedges that was reflected in earnings was not mate- ered to be a hedge against changes in the fair value of Sony’s foreign denominated fixed-rate obligations. Accordingly, these rial. In addition, there were no amounts excluded from the assessment of hedge effectiveness of cash flow hedges. At derivatives have been designated as fair value hedges in accordance with FAS No. 133. March 31, 2005, amounts related to derivatives qualifying as cash flow hedges amounted to a net reduction of equity of Sony also enters into interest rate and currency swap agreements that are used for reducing the risk arising from the ¥2,490 million ($23 million). Within the next twelve months, ¥1,615 million ($15 million) is expected to be reclassified from changes in anticipated cash flow of variable rate debt and foreign currency denominated debt. For example, Sony enters equity into earnings as loss. For the year ended March 31, 2005, there were no forecasted transactions that failed to occur into interest rate and currency swap agreements, which effectively swap foreign currency denominated variable rate debt for which resulted in the discontinuance of cash flow hedges. functional currency denominated fixed rate debt. These derivatives are considered to be a hedge against changes in the Derivatives not designated as hedges The derivatives not designated as hedges under FAS No. 133 anticipated cash flow of Sony’s foreign denominated variable rate obligations. Accordingly, these derivatives have been desig- include foreign exchange forward contracts, foreign currency option contracts, interest rate and currency swap agreements, nated as cash flow hedges in accordance with FAS No. 133. Certain subsidiaries in the Financial Services segment have convertible rights included in convertible bonds and other. Changes in the fair value of derivatives not designated as interest rate swap agreements as part of portfolio investments, which are marked-to-market with changes in value recognized hedges are recognized in income. A description of the purpose and classification of the deriva- in financial service revenue. Any other interest rate and currency swap agreements that do tive financial instruments held by Sony is as follows: not qualify as hedges, which are used for reducing the risk arising from changes of variable rate and foreign currency Foreign exchange forward contracts and foreign currency option contracts dominated intercompany debt, are marked-to-market with changes in value recognized in other income and expenses. Sony enters into foreign exchange forward contracts and purchased and written foreign currency option contracts primarily to Interest rate future contracts fix the cash flows from intercompany accounts receivable and Certain subsidiaries in the Financial Services segment have Sony Corporation 101 BH6/30 Page 101 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC interest rate future contracts as part of portfolio investments, which are marked-to-market with changes in value recognized derivatives and are marked-to-market with changes in value recognized in financial service revenue. in financial service revenue. (2) Fair value of financial instruments: Embedded derivatives Changes in the fair value of embedded derivatives that must be The estimated fair values of Sony’s financial instruments are summarized as follows. The following summary excludes cash separated from the host contracts and accounted for as derivative instruments under FAS No. 133 are recognized in income. and cash equivalents, time deposits, notes and accounts receivable, trade, short-term borrowings, notes and accounts payable, For example, the convertible rights included in convertible bonds held by Sony’s life insurance subsidiary, which are classified as trade and deposits from customers in the banking business that are carried at amounts which approximate fair value. The sum- available-for-sale debt securities, are considered embedded mary also excludes debt and equity securities which are disclosed in Note 8. Yen in millions 2004 Notional amount March 31 Long-term debt including the current portion . . . . . . . . . . . . . . . . 2005 Carrying amount Estimated fair value Carrying amount Estimated fair value — ¥(845,862) ¥(856,321) (994) ¥1,545,814 (55) (55) — ¥(1,161,406) ¥(1,235,669) Foreign exchange forward contracts . . . . . . . . . . . . . . . . . . . . . . ¥1,348,157 (994) Notional amount Currency option contracts purchased . . . . . . . . . . . . . . . . . . . . . 375,582 10,781 10,781 428,261 1,646 1,646 Currency option contracts written . . . . . . . . . . . . . . . . . . . . . . . . 124,925 (1,000) (1,000) 146,506 (3,390) (3,390) Interest rate swap agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,101 (4,229) (4,229) 171,133 (4,417) (4,417) Interest rate and currency swap agreements . . . . . . . . . . . . . . . . 8,574 384 384 5,734 131 131 Interest rate future contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,007 (9) (9) 136,470 (92) (92) Embedded derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 421,416 12,885 12,885 405,756 11,894 11,894 Dollars in millions 2005 Notional amount March 31 Carrying amount Estimated fair value Long-term debt including the current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — $(7,906) $(8,003) Foreign exchange forward contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,447 (1) (1) Currency option contracts purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,002 15 15 Currency option contracts written . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,369 (32) (32) Interest rate swap agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,599 (41) (41) Interest rate and currency swap agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 1 1 Interest rate future contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,275 (1) (1) Embedded derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,792 111 111 The following are explanatory notes regarding the estimation method of fair values in the above table. Derivative financial instruments The fair values of foreign exchange forward contracts and Long-term debt including the current portion foreign currency option contracts were estimated based on market quotations. The fair values of interest rate and currency The fair values of long-term debt, including the current portion, were estimated based on either the market value or the dis- swap agreements were estimated based on the discounted amounts of future net cash flows. The fair values of convertible counted amounts of future cash flows using Sony’s current incremental debt rates for similar liabilities. rights, which were a majority of embedded derivatives, were estimated based on the market price of stock which will be acquired by the exercise of these rights. 102 Sony Corporation BH6/30 Page 102 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC 15. Pension and severance plans Upon terminating employment, employees of Sony Corporation employer and employees’ pension fund plan to separate the substitutional portion from its employees’ pension fund and and its subsidiaries in Japan are entitled, under most circumstances, to lump-sum indemnities or pension payments as transfer the obligation and related assets to the government. In July, 2004, in accordance with the law, the Japanese Govern- described below. For employees voluntarily retiring, payments are determined based on current rates of pay and lengths of ment approved applications submitted by Sony Corporation and most of its subsidiaries in Japan for an exemption from the service. In calculating the payments for employees involuntarily retiring, including employees retiring due to meeting mandatory obligation to pay benefits for future employee services related to the substitutional portion of the governmental welfare pension retirement age requirements, Sony may grant additional benefits. In July, 2004, Sony Corporation and certain of its subsidiaries program. In January 2005, the government also approved applications for an exemption from the obligation to pay benefits amended their pension plans and introduced a point-based plan under which a point is added every year reflecting the individual for past employee services related to the substitutional portion. As of March 31, 2005 the benefit obligation for past employee employee’s performance over that year. Under the point-based plan the amount of payment is determined based on sum of services related to the substitutional portion and the related government-specified portion of the plan assets have not been cumulative points from past services and interest points earned on the cumulative points regardless of whether or not the em- transferred to the government. EITF Issue No. 03-2, “Accounting for the Transfer to the ployee is voluntarily retiring. As a result of the plan amendment, the projected benefit obligation was decreased by ¥120,873 Japanese Government of the Substitutional Portion of Employee Pension Fund Liabilities”, requires employers to account for the million ($1,130 million). Sony Corporation and most of its subsidiaries in Japan have entire separation process of a substitutional portion from an entire plan upon completion of the transfer of the substitutional contributory funded defined benefit pension plans, which are pursuant to the Japanese Welfare Pension Insurance Law. The portion of the benefit obligation and related plan assets to the government as the culmination of a series of steps in a single contributory pension plans cover a substitutional portion of the governmental welfare pension program, under which the contri- settlement transaction. In accordance with EITF Issue No. 03-2, no accounting for the transfer was recorded for the year ended butions are made by the companies and their employees, and an additional portion representing the substituted noncontribu- March 31, 2005. Many of foreign subsidiaries have defined benefit pension tory pension plans. Under the contributory pension plans, the defined benefits representing the noncontributory portion of the plans or severance indemnity plans, which substantially cover all of their employees. Under such plans, the related cost of ben- plans, in general, cover 65% of the indemnities under existing regulations to employees. The remaining indemnities are cov- efits is currently funded or accrued. Benefits awarded under these plans are based primarily on the current rate of pay and ered by severance payments by the companies. The pension benefits are payable at the option of the retiring employee either length of service. Sony uses a measurement date of March 31 for substantially in a lump-sum amount or monthly pension payments. Contributions to the plans are funded through several financial institutions all of its pension and severance plans. The components of net pension and severance costs, which in accordance with the applicable laws and regulations. In June 2001, the Japanese Government issued the Defined exclude employee termination benefits paid in restructuring activities, for the years ended March 31, 2003, 2004 and 2005 Benefit Corporate Pension Plan Act which permits each were as follows: Japanese plans: Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(47,884 ¥(54,501 ¥(31,971 Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,857 19,489 21,364 $(299 200 Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,726) (22,812) (16,120) (151) Amortization of net transition asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (375) (375) (375) (4) Recognized actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,655 31,019 20,236 189 Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (939) (939) (7,216) (67) Gains on curtailments and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,380) — (876) (8) Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(60,976 ¥(80,883 ¥(48,984 $(458 Sony Corporation 103 BH6/30 Page 103 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Foreign plans: Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥13,954 ¥11,252 ¥(6,419 $060 Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,478 8,566 8,091 76 Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,319) (6,812) (6,712) (63) Amortization of net transition asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (47) (27) (18) (0) Recognized actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,452 1,569 1,637 15 Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (208) (117) (114) (1) (Gains) losses on curtailments and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (460) 5,574 1,713 16 Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥15,850 ¥20,005 ¥11,016 $103 The changes in benefit obligation and plan assets, funded status and composition of amounts recognized in the consolidated balance sheets were as follows: Japanese plans Yen in millions March 31 2004 Foreign plans Dollars in millions 2005 Dollars in millions Yen in millions 2005 2004 2005 2005 Change in benefit obligation: Benefit obligation at beginning of the fiscal year . . . . . . . . . . . . ¥1,031,760 ¥(993,542 $(9,285 ¥157,580 ¥155,838 $1,456 Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,501 31,971 299 11,252 6,419 60 Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,489 21,364 200 8,566 8,091 76 Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . 5,802 2,111 20 644 873 8 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (120,873) (1,130) 3,900 286 3 Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (81,873) 1,641 15 431 12,210 114 Foreign currency exchange rate changes . . . . . . . . . . . . . . . . . — — — (17,082) 14,288 134 Curtailments and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . — (2,988) (28) (66) (628) (6) Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36,137) (25,042) (234) (9,387) (11,639) (109) Divestiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — (32,140) (301) Benefit obligation at end of the fiscal year . . . . . . . . . . . . . . . . . 993,542 901,726 8,427 155,838 153,598 1,435 Fair value of plan assets at beginning of the fiscal year . . . . . . . 405,248 513,095 4,795 67,937 85,662 800 Actual return (loss) on plan assets . . . . . . . . . . . . . . . . . . . . . . 93,154 (354) (3) 13,065 7,513 70 Change in plan assets: Foreign currency exchange rate changes . . . . . . . . . . . . . . . . . — — — (3,420) 3,517 33 Employer contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,243 34,581 323 16,475 18,406 172 Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . 5,802 2,111 20 644 873 8 Curtailments and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — (112) (1) Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,352) (14,982) (140) (9,039) (11,168) (104) Divestiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — (12,666) (118) Fair value of plan assets at end of the fiscal year . . . . . . . . . . . ¥ 513,095 ¥(534,451 $(4,995 ¥ 85,662 ¥ (92,025 $0,860 In connection with the establishment of the SONY BMG joint venture with Bertelsmann AG as discussed in Note 6, Sony and ¥12,666 million ($118 million) of its plan assets which were included in Sony’s foreign plans to the joint venture. transferred ¥32,140 million ($301 million) of its benefit obligation 104 Sony Corporation BH6/30 Page 104 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Japanese plans Yen in millions March 31 2004 Foreign plans Dollars in millions 2005 Dollars in millions Yen in millions 2005 2004 2005 2005 Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(480,447) ¥(367,275) $(3,432) ¥(70,176) ¥(61,573) $(575) Unrecognized actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 328,467 322,237 3,011 27,550 37,383 349 Unrecognized net transition asset . . . . . . . . . . . . . . . . . . . . . . . . (479) (104) (1) 211 7 0 Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . (20,784) (134,440) (1,256) (748) (501) (5) Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(173,243) ¥(179,582) $(1,678) ¥(43,163) ¥(24,684) $(231) — ¥(001,795 $(0,017 ¥(02,609 ¥(01,351 $(013 portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(322,677) (309,957) (2,897) (61,452) (42,934) (401) Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,263 — — 113 41 0 Amounts recognized in the consolidated balance sheet consist of: Prepaid benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued pension and severance costs, including current Accumulated other comprehensive income . . . . . . . . . . . . . . . 128,171 128,580 1,202 15,567 16,858 157 Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(173,243) ¥(179,582) $(1,678) ¥(43,163) ¥(24,684) $(231) The accumulated benefit obligation for all defined benefit pension plan as follows: Japanese plans Yen in millions March 31 2004 Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . 2005 ¥830,898 Foreign plans Dollars in millions 2005 ¥835,420 $7,808 Dollars in millions Yen in millions 2004 ¥129,879 2005 2005 ¥121,176 $1,132 The projected benefit obligations, the accumulated benefit obligations and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were as follows: Japanese plans Yen in millions March 31 2004 Foreign plans Dollars in millions 2005 2005 Dollars in millions Yen in millions 2004 2005 2005 Projected benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥991,030 ¥898,985 $8,402 ¥135,459 ¥132,556 $1,239 Accumulated benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . 830,362 835,420 7,808 113,020 115,147 1,076 Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512,720 533,926 4,990 74,167 86,070 804 Weighted-average assumptions used to determine benefit obligations as of March 31, 2003, 2004 and 2005 were as follows: Japanese plans: Foreign plans: March 31 2003 Discount rate . . . . . . . . . . . . 2004 2005 1.9% 2.4% 2.3% 3.0 3.0 3.3 Rate of compensation increase . . . . . . . . . . . . . . . March 31 2003 Discount rate . . . . . . . . . . . . 2004 2005 6.3% 5.8% 5.5% 4.1 4.0 3.3 Rate of compensation increase . . . . . . . . . . . . . . . Sony Corporation 105 BH6/30 Page 105 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Weighted-average assumptions used to determine net pension and severance costs for the years ended March 31, 2003, 2004 and 2005 were as follows: Japanese plans: Foreign plans: Years ended March 31 2003 Discount rate . . . . . . . . . . . . 2.4% 2004 1.9% 2005 2.4% Expected return on plan Years ended March 31 2003 Discount rate . . . . . . . . . . . . 2004 2005 6.6% 6.3% 5.8% 8.1 8.3 7.8 4.5 4.1 4.0 Expected return on plan assets . . . . . . . . . . . . . . . . 4.0 4.0 3.2 Rate of compensation assets . . . . . . . . . . . . . . . . Rate of compensation increase . . . . . . . . . . . . . . . 3.0 3.0 3.3 As required under FAS No. 87, the assumptions are reviewed increase . . . . . . . . . . . . . . . Following FAS132(R), the weighted-average rate of in accordance with changes in circumstances. To determine the expected long-term rate of return on pen- compensation increase is calculated based on the pay-related plans only. The point-based plan discussed above is excluded sion plan assets, Sony considers the current and expected asset allocations, as well as historical and expected long-term from the calculation because payments made under the plan are not based on employee compensation. rate of returns on various categories of plan assets. Weighted-average pension plan asset allocations based on the fair value of such assets as of March 31, 2004 and 2005 were as follows: Japanese plans: Foreign plans: March 31 2004 2005 March 31 2004 2005 Equity securities . . . . . . . . . . . . . . . . . . . 39.0% 28.0% Equity securities . . . . . . . . . . . . . . . . . . . 63.2% 68.3% Debt securities . . . . . . . . . . . . . . . . . . . . 14.7 34.7 Debt securities . . . . . . . . . . . . . . . . . . . . 26.6 23.4 Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . 42.7 33.7 Real estate . . . . . . . . . . . . . . . . . . . . . . 3.2 4.0 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.6 3.6 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.0 4.3 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% For the pension plans of Sony Corporation and most of its as deemed appropriate by management after considering the subsidiaries, Sony’s asset investment policy is set so as to compensate the appropriate level for employee’s benefit over fair value of plan assets, expected return on plan assets and the present value of benefit obligations. Sony expects to contribute the long term. For the pension plans of Sony Corporation and most of its approximately ¥35 billion ($327 million) to the Japanese plans and approximately ¥6 billion ($56 million) to the foreign plans for subsidiaries in Japan, the target allocation as of March 31, 2005, is, as a result of our Asset Liability management, 34% of the year ending March 31, 2006. The future benefit payments are expected as follows: public equity, 56% of fixed income securities and 10% of other. When determining an appropriate asset allocation, diversification among assets is duly considered. The actual asset allocation as of March 31, 2005 for Sony’s principal pension plans did not meet the aforementioned target allocation as the Sony Employees’ Pension Fund tentatively held cash to be paid to the Japanese government in relation to the transfer of the substitutional portion of the benefit obligation and the related governmentspecified portion of the plan assets discussed above. Such transfer is expected to occur in the year ending March 31, 2006. Sony makes contributions to its contributory funded defined benefit pension plans as required by government regulation or Japanese plans Yen in millions Dollars in millions Foreign plans Yen in millions Year ending March 31: $ 171 ¥ 5,625 $ 53 2007 . . . . . . . . . . . . . 2006 . . . . . . . . . . . . . ¥018,281 19,734 184 5,977 56 2008 . . . . . . . . . . . . . 22,075 206 6,308 59 2009 . . . . . . . . . . . . . 24,600 230 6,860 64 2010 . . . . . . . . . . . . . 29,475 275 7,912 74 2011–2015 . . . . . . . . 181,527 1,697 51,919 485 106 Sony Corporation BH6/30 Page 106 Dollars in millions 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC 16. Stockholders’ equity (1) Subsidiary tracking stock: shares of common stock of SCN, the number of shares of SCN common stock obtained by multiplying the number of shares of On June 20, 2001, Sony Corporation issued shares of subsidiary tracking stock in Japan, the economic value of which is the subsidiary tracking stock held by each holder by the Standard Ratio or the net proceeds from the sale of the shares of intended to be linked to the economic value of Sony Communication Network Corporation (“SCN”), a directly and indirectly SCN common stock so to be distributed will be distributed to the holders of the subsidiary tracking stock. wholly owned subsidiary of Sony Corporation which is engaged in Internet-related services. The subsidiary tracking stock hold- The shares of subsidiary tracking stock may be subject to repurchase and retirement in the same manner and under the ers have no direct rights in the equity or assets of SCN or the assets of Sony Corporation. Except as summarized below, the same restriction as the shares of common stock. In addition, at any time after the passage of three years from the date of the shares of subsidiary tracking stock have the same rights and characteristics as those of shares of common stock. initial issuance of shares of a series of subsidiary tracking stock, it may retire the entire amount of all outstanding shares of that The dividend on the shares of this series of subsidiary tracking stock is payable only when the Board of Directors of SCN has series of subsidiary tracking stock upon paying to the shareholders thereof an amount equal to the current market price of the resolved to pay to its common stock holders a dividend in an amount per share of the subsidiary tracking stock equal to the subsidiary tracking stock out of Sony Corporation’s retained earnings available for dividend payments. Sony Corporation may amount of SCN’s dividend per share of its common stock multiplied by the Standard Ratio (as defined in the articles of also retire the shares of a series of subsidiary tracking stock in their entirety pursuant to the procedures prescribed by the incorporation), subject to statutory restriction on Sony Corporation’s ability to pay dividends on its shares of capital Japanese Commercial Code for the reduction of capital upon payment to the subsidiary tracking stock holders an amount stock and the maximum dividend amount (as defined in the articles of incorporation). If the amount of dividends paid to the equal to the market value thereof as set forth above. At any time after the passage of three years from the date of subsidiary tracking stock holders is less than the amount, which should have been paid pursuant to the formula set forth above the initial issuance of shares of a series of subsidiary tracking stock, it may convert the entire amount of all outstanding shares due to the statutory restriction referred to above or for any other reason, such shortfall will be accumulated and such cumulative of the subsidiary tracking stock into the shares of Sony Corporation’s common stock at the rate of the multiple of 1.1 of amount will be paid to the subsidiary tracking stock holders for subsequent fiscal years. Any such dividend on the subsidiary the market value (as defined in the articles of incorporation) of shares of the subsidiary tracking stock divided by the market tracking stock is payable in priority to the payment of dividends to the common stock holders. However, the subsidiary tracking value (as similarly defined) of the shares of Sony Corporation’s common stock. stockholders have no right to participate in the dividends to common stock holders. Furthermore, even if the Board of If any events (as defined in the articles of incorporation) occur, the entire amount of all outstanding shares of the subsidiary Directors of SCN does not take a resolution for the payment of dividends to SCN’s common stock holders, Sony Corporation tracking stock will be either retired or converted into shares of Sony Corporation’s common stock at the price or rate set forth may decide to pay dividends to its common stock holders. The subsidiary tracking stockholders have the same voting above. On April 26, 2005, Sony Corporation decided at the Board of Directors to go through procedures for the initial public offering rights as those of the common stock holders and, thus, are entitled to participate and vote at any General Meeting of Share- of SCN. If the listing of SCN common stock is approved by the stock exchange, subject to required procedures, all of the subsid- holders in the same way as the common stock holders. In addition, as each series of subsidiary tracking stock is a sepa- iary tracking stock will be compulsorily terminated pursuant to the articles of incorporation. The method of such termination will be rate class of stock different from common stock, if any resolution of the General Meeting of Shareholders would adversely one of the following: 1) compulsory retirement in cash, 2) compulsory conversion to common stock of Sony Corporation, or 3) affect the rights of the shareholders of a particular class of subsidiary tracking stock, the shareholders of each class of compulsory exchange with common stock of SCN. The number of shares of the subsidiary tracking stock issued subsidiary tracking stock will have the right to approve or disapprove such resolution by a special resolution of the meeting of and outstanding at March 31, 2005 was 3,072,000. At March 31, 2005, 136,454 shares of the subsidiary tracking stock would shareholders of that class of subsidiary tracking stock. In the event of distribution of residual assets to the sharehold- be issued upon exercise of warrants and stock acquisition rights outstanding. ers of Sony Corporation where, as long as such assets include Sony Corporation 107 BH6/30 Page 107 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC (2) Common stock: Changes in the number of shares of common stock issued and enacted on April 1, 2002, purchase by Sony Corporation of its own shares was subject to the prior approval of shareholders at outstanding during the years ended March 31, 2003, 2004 and 2005 have resulted from the following: the Ordinary General Meeting of Shareholders, which included the maximum number of shares and the maximum total amount to be Number of shares Balance at March 31, 2002 . . . . . . . . . . . . . . . . . . . 919,744,355 Conversion of convertible bonds . . . . . . . . . . . . . . . 138,330 Stock issued under exchange offering . . . . . . . . . . . 2,502,491 Balance at March 31, 2003 . . . . . . . . . . . . . . . . . . . 922,385,176 Conversion of convertible bonds . . . . . . . . . . . . . . . 2,944,800 Stock issued under exchange offering . . . . . . . . . . . 1,088,304 Balance at March 31, 2004 . . . . . . . . . . . . . . . . . . . 926,418,280 Conversion of convertible bonds . . . . . . . . . . . . . . . 70,765,533 Exercise of stock acquisition rights . . . . . . . . . . . . . 27,400 Balance at March 31, 2005 . . . . . . . . . . . . . . . . . . . 997,211,213 purchased for each class of stock. Once such approval of shareholders was obtained, Sony Corporation could purchase its own shares at any time during the period up to the conclusion of the next Ordinary General Meeting of Shareholders. The Ordinary General Meeting of Shareholders held on June 20, 2002 approved that Sony Corporation acquire up to a total not exceeding 90 million outstanding shares of its common stock at an amount in total not exceeding ¥650 billion and a total not exceeding 300 thousand outstanding shares of the subsidiary tracking stock at an amount in total not exceeding ¥1 billion until the conclusion of the General Meeting of Shareholders held for the year ended March 31, 2003. As a result, no At March 31, 2005, 55,609,085 shares of common stock would be issued upon conversion or exercise of all convertible common stock and subsidiary tracking stock had been acquired under this approval. bonds, warrants and stock acquisition rights outstanding. On October 1, 2002, Sony Corporation implemented a share The Ordinary General Meeting of Shareholders held on June 20, 2003 approved that Sony Corporation acquire up to a total exchange as a result of which Aiwa Co., Ltd. became a whollyowned subsidiary. As a result of this share exchange, Sony not exceeding 90 million outstanding shares of its common stock at an amount in total not exceeding ¥400 billion and a total not Corporation issued 2,502,491 new shares, the minority interest in Aiwa Co., Ltd. was eliminated from the balance sheet, and exceeding 300 thousand outstanding shares of the subsidiary tracking stock at an amount in total not exceeding ¥1 billion. As a additional paid-in capital increased ¥15,791 million. On May 1, 2003, Sony Corporation implemented a share result, Sony Corporation had acquired 2 million outstanding shares of its common stock at an amount in ¥8,200 million. No exchange as a result of which CIS Corporation became a wholly-owned subsidiary. As a result of this share exchange, subsidiary tracking stock had been acquired under this approval. The Ordinary General Meeting of Shareholders held on June Sony Corporation issued 1,088,304 new shares, and additional paid-in capital increased ¥5,409 million. 22, 2004 approved to amend the articles of incorporation that Sony Corporation may purchase its own shares by a resolution On November 20, 1991, Sony Corporation made a free share distribution of 33,908,621 shares in ratios of one share for each of the Board of Directors, in accordance with the amendments to the Japanese Commercial Code enacted on September 25, ten shares held for which no accounting entry was required in Japan. Had the distribution been accounted for in the manner 2003. With the amendment of the articles of incorporation, Sony Corporation may purchase its own shares at any time by a adopted by companies in the United States of America, ¥201,078 million would have been transferred from retained resolution of the Board of Directors up to the retained earnings available for dividends to shareholders. No common stock and earnings to the appropriate capital accounts. This has been the only free distribution of common stock where no accounting subsidiary tracking stock had been acquired by the resolution of the Board of Directors during the year ended March 31, 2005. entry was required in Japan. Conversions of convertible bonds into common stock are (3) Retained earnings: accounted for in accordance with the provisions of the Japanese Commercial Code by crediting approximately one-half of The amount of statutory retained earnings of Sony Corporation available for dividends to shareholders as of March 31, 2005 the conversion proceeds to the common stock account and the remainder to the additional paid-in capital account. was ¥557,856 million ($5,214million). The appropriation of retained earnings for the year ended March 31, 2005 including Prior to the amendments to the Japanese Commercial Code enacted on April 1, 2002, purchase and retirement by Sony cash dividends for the six-month period ended March 31, 2005 has been incorporated in the accompanying consolidated Corporation of its own shares could be made at any time by resolution of the Board of Directors. No common stock and financial statements. This appropriation of retained earnings was approved at the meeting of the Board of Directors of Sony subsidiary tracking stock had been acquired under the approval during the year ended March 31, 2002. Corporation held on May 16, 2005 and was then recorded in the statutory books of account, in accordance with the Japanese Following the amendments to the Japanese Commercial Code Commercial Code. 108 Sony Corporation BH6/30 Page 108 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Retained earnings include Sony’s equity in undistributed earnings of affiliated companies accounted for by the equity method in the amount of ¥2,261 million and ¥2,724 million ($25 million) at March 31, 2004 and 2005, respectively. (4) Other comprehensive income: Other comprehensive income for the years ended March 31, 2003, 2004 and 2005 were as follows: Yen in millions Pre-tax amount Tax expense Net-of-tax amount For the year ended March 31, 2003: Unrealized gains on securities— Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥0(18,575) ¥ 08,948 ¥00(9,627) Less: Reclassification adjustment for gains (losses) included in net income . . . . . . . . . . . . . . . . . . . 3,421 867 4,288 (4,477) Unrealized losses on derivative instruments— Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,268) 1,791 Less: Reclassification adjustment for gains (losses) included in net income . . . . . . . . . . . . . . . . . . . 682 (287) 395 Minimum pension liability adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (181,725) 71,089 (110,636) (87,103) 3,110 (83,993) Foreign currency translation adjustments— Translation adjustments arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for losses included in net income . . . . . . . . . . . . . . . . . . . . . . . . 7,665 — 7,665 Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(281,903) ¥ 85,518 ¥(196,385) Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(089,861 ¥(31,890) ¥(057,971 Less: Reclassification adjustment for gains (losses) included in net income . . . . . . . . . . . . . . . . . . . (7,371) 1,692 (5,679) 11,586 (4,049) 7,537 For the year ended March 31, 2004: Unrealized gains on securities— Unrealized losses on derivative instruments— Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Reclassification adjustment for gains (losses) included in net income . . . . . . . . . . . . . . . . . . . (5,961) 2,617 (3,344) Minimum pension liability adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,408 (68,993) 93,415 Foreign currency translation adjustments— Translation adjustments arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (134,312) 5,199 (129,113) Less: Reclassification adjustment for losses included in net income . . . . . . . . . . . . . . . . . . . . . . . . . 1,232 — 1,232 Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(117,443 ¥(95,424) ¥(022,019 Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (07,184 ¥ (1,541) ¥( 05,643 Less: Reclassification adjustment for gains (losses) included in net income . . . . . . . . . . . . . . . . . . . (18,140) 5,216 (12,924) For the year ended March 31, 2005: Unrealized gains on securities— Unrealized losses on derivative instruments— Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,015) 1,806 (209) Less: Reclassification adjustment for gains (losses) included in net income . . . . . . . . . . . . . . . . . . . (2,848) 1,167 (1,681) Minimum pension liability adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,700) 931 (769) Translation adjustments arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,585 (2,361) 74,224 Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (59,066 ¥ (5,218 ¥ (64,284 Foreign currency translation adjustments— Sony Corporation 109 BH6/30 Page 109 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Dollars in millions Pre-tax amount Tax expense Net-of-tax amount For the year ended March 31, 2005: Unrealized gains on securities— Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(068 $(15) $(053 Less: Reclassification adjustment for gains (losses) included in net income . . . . . . . . . . . . . . . . . . . (170) 49 (121) Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19) 17 (2) Less: Reclassification adjustment for gains (losses) included in net income . . . . . . . . . . . . . . . . . . . (27) 11 (16) Minimum pension liability adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16) 9 (7) Translation adjustments arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 716 (22) 694 Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(552 $(49 $(601 Unrealized losses on derivative instruments— Foreign currency translation adjustments— During the years ended March 31, 2003 and 2004, ¥7,665 million and ¥1,232 million of foreign currency translation adjust- (2) Convertible bond plan: Sony has an equity-based compensation plan for selected ments were transferred respectively from other comprehensive income and charged to income as a result of the liquidation of executives of Sony’s United States of America subsidiaries using U.S. dollar-denominated non-interest bearing convertible bonds certain foreign subsidiaries. As discussed in Note 6, as of August 1, 2004, Sony and which have characteristics similar to that of an option plan. Each convertible bond can be converted into 100 shares of the Bertelsmann AG combined their recorded music businesses in a joint venture. In connection with the establishment of the joint common stock of Sony Corporation at an exercise price based on the prevailing market rate shortly before the date of grant. venture, the minimum pension liability attributable to employees who were transferred to SONY BMG totaling ¥6,053 million ($57 The convertible bonds vest ratably over a three-year period and are exercisable up to ten years from the date of grant. As the million) was transferred from other comprehensive income to the carrying value of Sony’s investment in SONY BMG. convertible bonds were issued in exchange for a non-interest bearing employee loan and a right of offset exists between the convertible bonds and the employee loans, no accounting recognition was given to either the convertible bonds or the 17. Stock-based compensation plans employee loans in Sony’s consolidated balance sheet. Sony has four types of stock-based compensation plans as incentive plans for directors, corporate executive officers and selected employees. (3) Stock acquisition rights: During the year ended March 31, 2003, Sony adopted an (1) Warrant plan: equity-based compensation plan that issues common stock acquisition rights for the purpose of granting stock options to Upon issuance of unsecured bonds with detachable warrants which are described in Note 12, Sony Corporation has pur- the directors, corporate executive officers and selected employees of Sony, and subsidiary tracking stock acquisition rights for chased all of the detachable warrants and distributed them to the directors, corporate executive officers and selected employ- the purpose of granting stock options to the directors and selected employees of SCN, pursuant to the Commercial Code ees of Sony. By exercising a warrant, directors, corporate executive officers and selected employees can purchase the of Japan. The stock acquisition rights generally vest ratably over a period of three years and are exercisable up to ten years from common stock or subsidiary tracking stock of Sony Corporation, the number of which is designated by each plan. The the date of grant. warrants generally vest ratably over a period of three years, and are exercisable up to six years from the date of grant. 110 Sony Corporation BH6/30 Page 110 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Presented below is a summary of the activities regarding common stock warrant, convertible bond and stock acquisition rights plans for the years shown: 2003 2004 2005 WeightedWeightedWeightedWeightedNumber of average Number of average Number of average average shares exercise price shares exercise price shares exercise price exercise price Years ended March 31 Yen Yen Outstanding at beginning of the fiscal year . . . . . . . . 5,853,892 ¥8,648 9,640,892 Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,874,100 5,313 2,621,400 Yen ¥7,832 11,705,592 5,017 Dollars ¥6,082 $56.84 2,433,600 3,996 37.35 Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — (27,400) 3,896 36.41 Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (87,100) 8,306 (556,700) 6,760 (998,592) 5,923 55.36 Outstanding at end of the fiscal year . . . . . . . . . . . . 9,640,892 ¥7,832 11,705,592 ¥6,082 13,113,200 ¥5,754 $53.78 Exercisable at end of the fiscal year . . . . . . . . . . . . . 4,314,292 ¥9,773 ¥7,522 ¥6,994 $65.36 5,853,892 7,223,600 A summary of common stock warrants, convertible bond options and stock acquisition rights outstanding and exercisable at March 31, 2005 is as follows: Outstanding Exercise price range Exercisable WeightedWeightedWeightedNumber of average average average shares exercise price exercise price remaining life Yen Yen ¥3,782–07,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,497,600 Dollars WeightedWeightedNumber of average average shares exercise price exercise price Years Yen Dollars ¥04,680 $43.74. 8.24. 4,608,000 ¥05,250 $49.07. 2,615,600 10,065 94.07. 3.14. 2,615,600 10,065 94.07. ¥3,782–13,202 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,113,200 ¥05,754 $53.78. 7.22. 7,223,600 ¥06,994 $65.36. ¥7,001–13,202 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A summary of subsidiary tracking stock warrants and stock acquisition rights outstanding and exercisable at March 31, 2005 is as follows: Outstanding Exercise price range Yen Yen ¥815–3,300 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercisable WeightedWeightedWeightedNumber of average average average shares exercise price exercise price remaining life 181,500 ¥1,591 Dollars WeightedWeightedNumber of average average shares exercise price exercise price Years $14.87. 7.22. Yen 90,300 ¥2,118 Dollars $19.79. As the exercise prices for the warrant, convertible bond and stock acquisition rights plans were determined based on the of the joint venture are no longer considered employees of Sony under FAS No. 123 as these individual are now employees of prevailing market price shortly before the date of grant, the compensation expense for these plans was not significant for SONY BMG which is accounted for under the equity method. As a result, a compensation charge of ¥340 million ($3 million) was the years ended March 31, 2003, 2004 and 2005. As a result of the establishment of the joint venture between recorded based on the fair value method of accounting for stock-based compensation using the Black-Scholes model. The Sony’s recorded music business with the recorded music business of Bertelsmann AG (Note 6), employees of Sony’s recorded fair value of the options as of August 1, 2004, the date on which the joint venture was established, was ¥538 million ($5 million) music business who were granted options under the convertible bond and stock acquisition rights plans prior to the establishment and is being recognized into income over the remaining vesting period of the options. Sony Corporation 111 BH6/30 Page 111 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC The weighted-average fair value per share at the date of grant of common stock warrants, convertible bond options and stock using the Black-Scholes option-pricing model with the following weighted-average assumptions: acquisition rights granted during the years ended March 31, 2003, 2004 and 2005 were ¥2,063, ¥1,413 and ¥1,085 Years ended March 31 ($10.14), respectively. The fair value of common stock warrants, convertible bond options and stock acquisition rights granted on Weighted-average assumptions: the date of grant, which is amortized to expense over the vesting period in determining the pro forma impact, is estimated 2003 2004 2005 Risk-free interest rate . . . 2.76% 2.18% 2.04% Expected lives . . . . . . . . 4.23 years 3.67 years 3.54 years Expected volatility . . . . . 47.33% 42.83% 35.56% Expected dividend . . . . . 0.47% 0.57% 0.62% (4) SAR plan: Sony granted stock appreciation rights (“SARs”) in Japan, Europe and the United States of America for selected employees. Under the terms of these plans, employees on exercise receive cash equal to the amount that the market price of Sony Corporation’s common stock exceeds the strike price of the SARs. The SARs generally vest ratably over a period of three the date of grant. Sony holds treasury stock for the SAR plan in Japan to minimize cash flow exposure associated with the SARs. In addition, Sony uses various strategies to minimize the compensation expense associated with the SAR plans in the United States of America and Europe. The status of the SAR plans is summarized as follows: years, and are generally exercisable up to six to ten years from 2003 2004 2005 WeightedWeightedWeightedWeightedNumber of average Number of average Number of average average SARs exercise price SARs exercise price SARs exercise price exercise price Years ended March 31 Yen Yen Yen Dollars Outstanding at beginning of the fiscal year . . . . . . . . 2,410,394 ¥6,644 2,343,028 ¥6,341 1,526,568 ¥6,424 $60.04. Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,750 6,323 — — — — — Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,800) 5,727 — — (241,134) 3,955 36.96. Expired or forfeited . . . . . . . . . . . . . . . . . . . . . . . . . (84,316) 7,274 (816,460) 5,494 (420,350) 5,855 54.72. Outstanding at end of the fiscal year . . . . . . . . . . . . 2,343,028 ¥6,341 1,526,568 ¥6,424 865,084 ¥7,436 $69.50. Exercisable at end of the fiscal year . . . . . . . . . . . . . 2,176,319 ¥6,211 1,462,391 ¥6,421 856,156 ¥7,455 $69.67. A summary of SARs outstanding and exercisable at March 31, 2005 is as follows: Outstanding Exercisable WeightedWeightedWeightedNumber of average average average SARs exercise price exercise price remaining life Exercise price range Yen Yen Dollars WeightedWeightedNumber of average average SARs exercise price exercise price Years Yen ¥03,234–05,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,850 ¥04,767 $044.55. 6.77. 61,850 ¥04,767 $044.55. ¥05,001–10,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 749,109 7,365 68.83. 1.08. 740,181 7,386 69.03. ¥10,001–13,419 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,125 11,471 107.21. 4.56. 54,125 11,471 107.21. ¥03,234–13,419 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 865,084 ¥07,436 $069.50. 1.70. 856,156 ¥07,455 $069.67. In accordance with APB No. 25 and its related interpretations, the SARs compensation expense is measured as the excess of the quoted market price of Sony Corporation’s common stock over the SARs strike price, which is consistent with the accounting treatment prescribed for SAR plans in FAS No. 123. For the year ended March 31, 2003, Sony recognized a reduction in SARs compensation expense of ¥670 million due to the decline in Sony’s stock price during the year. For the year ended March 31, 2004, Sony recognized ¥105 million of SARs compensation expense. For the year ended March 31, 2005, Sony recognized a reduction in SARs compensation expense of ¥74 million ($1 million). 112 Sony Corporation BH6/30 Dollars Page 112 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC 18. Restructuring charges and asset impairments As part of its effort to improve the performance of the various next several years. The overall restructuring plan is still being formulated as Sony is carefully monitoring the market situation in businesses, Sony has undertaken a number of restructuring initiatives within the Electronics, Music and Pictures segments. each area. As a result, the expected completion date and total estimated cost of this program cannot be determined at this time. For the years ended March 31, 2003, 2004 and 2005, Sony recorded total restructuring charges of ¥106,251 million, As part of its worldwide plan, Sony made a decision in the year ended March 31, 2004 to discontinue certain CRT TV ¥168,091 million and ¥89,963 million ($841 million), respectively. Significant restructuring charges and asset impairments include display manufacturing operations in Japan. Restructuring charges totaling ¥8,478 million consisted of personnel related the following: costs of ¥3,139 million and non-cash equipment impairment, disposal and other costs of ¥5,339 million. Of the total restruc- Electronics Segment In an effort to improve the performance of the Electronics seg- turing charges, ¥158 million was recorded in cost of sales, ¥3,139 million was included in selling, general and administrative ment, Sony has undergone a number of restructuring efforts to reduce its operating costs. For the years ended March 31, expenses, and ¥5,181 million was included in loss on sale, disposal or impairment of assets, net in the consolidated state- 2003, 2004 and 2005, Sony recorded total restructuring charges of ¥72,473 million, ¥143,310 million and ¥81,768 ments of income. This phase of the restructuring program was completed in the year ended March 31, 2004 and no liability million ($764 million), respectively, within the Electronics segment. In addition to the above charges, the Electronics segment existed as of March 31, 2005. In the year ended March 31, 2005, as part of this restructuring also reflects restructuring of ¥7,950 million and ¥2,122 million for the years ended March 31, 2003 and 2004, respectively, that program, Sony recorded a non-cash impairment charge of ¥7,479 million ($70 million) for the CRT TV display manufactur- relate to the non-Japan based disc manufacturing and physical distribution businesses that were part of the restructuring ing facilities located in Europe. The impairment charge was calculated as the difference between the carrying value of the charges of the Music segment which is discussed below. These restructuring charges were formerly included within the Music asset group and the present value of estimated future cash flows. The charge was recorded in loss on sale, disposal or segment but were reclassified to the Electronics segment. See Notes 6 and 25 for more information on this reclassification. impairment of assets, net in the consolidated statements of income. This phase of the restructuring program was completed Significant restructuring activities are the following: in the year ended March 31, 2005 and no liability existed as of March 31, 2005. Downsizing of computer display CRT operations In the year ended March 31, 2003, due to the market shrinkage Aiwa Co., Ltd. restructuring and demand shift from CRT displays to LCDs, Sony made a decision to discontinue certain computer display CRT manufac- Due to the continued decline in the operating results of Aiwa, the restructuring program that was initiated in the year ended turing operations in Japan and Southeast Asia to rationalize production facilities and downsize its business. Restructuring March 31, 2002 was accelerated and additional restructuring charges of ¥23,007 million were recorded in the year ended charges totaling ¥6,902 million consisted of personnel related costs of ¥1,208 million, non-cash equipment impairment and March 31, 2003. Additional restructuring included further cuts in staffing levels and the shutdown of remaining production facili- disposal costs of ¥4,010 million and contract termination and other costs of ¥1,684 million. Of the total restructuring charges, ties. These charges consisted of non-cash equipment impairment and disposal costs of ¥3,504 million, personnel related ¥1,264 million was recorded in cost of sales; ¥1,684 million was included in selling, general and administrative expenses, and costs of ¥7,647 million, devaluation of inventory of ¥6,144 million, operating lease termination costs of ¥3,823 million and ¥3,954 million was recorded in loss on sale, disposal or impairment of assets, net in the consolidated statements of income. other costs of ¥1,889 million. Among these charges ¥13,791 million was recorded in cost of sales, ¥5,712 million was in- The restructuring activity was completed in the year ended March 31, 2003 and no liability existed as of March 31, 2004. cluded in selling, general and administrative expenses, and ¥3,504 million was included in loss on sale, disposal or impair- Downsizing of CRT TV display operations ment of assets, net in the consolidated statements of income. The restructuring program was completed in the year ended Due to the worldwide market shrinkage and demand shift from CRT displays to plasma and LCD panel displays, Sony has March 31, 2003 and no liability existed as of March 31, 2003. Aiwa Co., Ltd. was merged into Sony Corporation as of Decem- begun to implement a worldwide plan to rationalize production facilities of CRT TV display and downsize its business over the ber 1, 2002. Sony Corporation 113 BH6/30 Page 113 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC Closing of a semiconductor plant in the U.S. Due to a significant decline in the business conditions of the CD market, the effects of piracy and other illegal duplication, parallel imports, pricing pressures and the diversification of U.S. semiconductor industry, Sony made a decision in the fourth quarter of the year ended March 31, 2003, to close a semicon- customer preferences, Sony has been actively repositioning the Music segment for the future by looking to create a more effec- ductor plant in the U.S. This restructuring activity was substantially completed in the year ended March 31, 2005 and total tive and profitable business model. As a result, the Music segment has undergone a worldwide restructuring program since restructuring charges of ¥4,936 million ($46 million) have been incurred through March 31, 2005. The remaining liability balance the year ended March 31, 2001 to reduce staffing and other costs through the consolidation and rationalization of facilities as of March 31, 2005 was ¥161 million ($2 million) and will be paid or settled through the year ended March 31, 2006. worldwide excluding Japan. As part of this restructuring program, Sony combined its recorded music business with the During the year ended March 31, 2003, Sony recorded restructuring charges totaling ¥5,856 million, which consisted recorded music business of Bertelsmann AG to form SONY BMG, a joint venture that is accounted for under the equity of the accelerated depreciation of equipment of ¥3,128 million, personnel related costs of ¥1,329 million and the devaluation of method. See Note 6 for more information on this transaction. For the years ended March 31, 2003, 2004 and 2005, Sony inventory and other costs of ¥1,399 million. These charges were all recorded in cost of sales in the consolidated statements recorded total restructuring charges of ¥22,350 million, ¥10,691 million and ¥3,025 million ($28 million), respectively, related to of income. During the year ended March 31, 2004, Sony recorded net the restructuring of the Music segment excluding Japan. Of these restructuring charges, ¥7,950 million and ¥2,122 million restructuring charges totaling ¥874 million which consisted of the accelerated depreciation and write-down of equipment of for the years ended March 31, 2003 and 2004, respectively, were recorded in the non-Japan based disc manufacturing and ¥1,982 million, gain on disposal of assets of ¥1,962 million, and ¥854 million of other costs including lease contract termination physical distribution businesses, formerly included within the Music segment but reclassified to the Electronics segment. See costs. Among these charges ¥1,760 million was recorded in cost of sales, while asset write-down and disposal costs of Notes 6 and 25 for more information on this reclassification. This worldwide restructuring of the Music segment is expected to be ¥1,076 million and the gain on asset disposals of ¥1,962 million were included in loss on sale, disposal or impairment of assets, completed during the year ended March 31, 2006, and the total cost of the program is estimated to be ¥53,106 million ($496 net in the consolidated statements of income. During the year ended March 31, 2005, Sony sold the facilities million), of which ¥52,573 million ($491 million) was incurred from the inception of the program through the year ended March 31, and recorded a gain on disposal of ¥1,794 million ($17 million). The gain was included in loss (gain) on disposal or impairment of 2005. The restructuring costs within the Music segment do not include the restructuring costs of SONY BMG since the establish- assets, net in the consolidated statements of income. ment of the joint venture. At March 31, 2005, the liability balance was ¥1,856 million ($17 million) with most of the liabilities to be Retirement programs In addition to the restructuring efforts disclosed above, Sony has paid or settled during the year ending March 31, 2006. In addition to the above, Sony also recorded restructuring undergone several headcount reduction programs to further reduce operating costs in the Electronics segment. As a result of these charges of ¥1,519 million, ¥1,291 million and ¥ 803 million ($8 million) for the years ended March 31, 2003, 2004 and 2005, programs, Sony recorded restructuring charges totaling ¥22,236 million, ¥114,870 million and ¥50,276 million ($470 million) for respectively, in Japan, which were primarily personnel related costs included in selling, general and administrative expenses the years ended March 31, 2003, 2004 and 2005, respectively, and these charges were included in selling, general and admin- in the consolidated statement of income. Significant restructuring activities included the following: istrative expenses in the consolidated statements of income. These staff reductions were achieved worldwide mostly through In the year ended March 31, 2003, restructuring charges related to the worldwide restructuring of the Music segment totaled the implementation of early retirement programs. The remaining liability balance as of March 31, 2005 was ¥14,011 million ($131 ¥22,350 million. Restructuring activities included the further consolidation of operations through the shutdown of a cassette million) and will be paid through the year ending March 31, 2006. Sony will continue seeking the appropriate level of headcount to and CD manufacturing and distribution center in Holland and a CD manufacturing facility in the U.S. as well as further staff optimize the workforce in the Electronics segment. reductions in other areas. The restructuring charges consisted of personnel related costs of ¥14,932 million, non-cash asset Music Segment Due to the continued contraction of the worldwide music market impairment and disposal costs of ¥3,256 million and other costs of ¥4,162 million including lease termination costs. Among these due to slow worldwide economic growth, the saturation of the charges ¥19,094 million was recorded in selling, general and 114 Sony Corporation BH6/30 Page 114 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC administrative expenses, and ¥3,256 million was included in loss on sale, disposal or impairment of assets, net in the consolidated companies and other production and distribution companies to license product to the major televisions networks is becoming statements of income. Employees were eliminated across various employee levels, business functions, operating units, more intense. This competitive environment has resulted in fewer opportunities to produce shows for the networks and a and geographic regions during this phase of the worldwide restructuring program. shorter lifespan for ordered shows that do not immediately achieve favorable ratings. This trend has resulted in an increase During the year ended March 31, 2004, Sony broadened the scope of its worldwide restructuring of the Music segment, in the number of new programs being distributed yet canceled in their first or second season, which are generally less profitable, which resulted in restructuring charges totaling ¥10,691 million. Restructuring activities included the continuation of the shut- and a decrease in the number of network programs that are able to achieve syndication, which are generally more profitable. down of the CD manufacturing facility in the U.S. as well as the restructuring of music label operations and the further rational- As a result, in the year ended March 31, 2002, Sony decided to consolidate its television operations and downsize the network ization of overhead functions through staff reductions. The restructuring charges consisted of personnel related costs of television production business in the Pictures segment. In the year ended March 31, 2003, Sony recorded restructuring charges ¥5,137 million, lease abandonment costs of ¥1,323 million and other related costs of ¥4,231 million including non-cash asset totaling ¥480 million. These costs were included in cost of sales in the consolidated statements of income. This restructuring impairment and disposal costs. Most of these charges are included in selling, general and administrative expenses in the program was completed in the year ending March 31, 2005, and the total cost of the program from the inception was ¥8,932 consolidated statements of income. Employees were eliminated across various employee levels, business functions, operating million ($83 million). No liability existed as of March 31, 2005. units, and geographic regions during this phase of the worldwide restructuring program. Fixed cost reduction program During the year ended March 31, 2004, the Pictures segment During the year ended March 31, 2005, in continuation of the worldwide restructuring program and in connection with the implemented a fixed cost reduction program to further reduce its operating costs. This restructuring program primarily related to establishment of the joint venture with Bertelsmann AG (Note 6), Sony recorded restructuring charges totaling ¥3,025 million ($28 the reduction of staffing levels and the disposal of certain longlived assets. This restructuring program was substantially com- million) within the Music segment. Restructuring activities included the shutdown of certain distribution operations that were no pleted during the year ended March 31, 2005 and the total cost of this restructuring program was ¥4,996 million ($47 million). longer required as a result of the recorded music joint venture with Bertelsmann AG as well as the further rationalization of The Pictures segment recorded ¥4,611 million of these costs during the year ended March 31, 2004. These restructuring overhead functions through staff reductions. The restructuring charges consisted of personnel related costs of ¥883 million charges consisted of personnel related costs of ¥993 million, non-cash asset impairment and disposal costs of ¥1,746 million, ($8 million) and other related costs of ¥2,142 million ($20 million). These charges are included in selling, general and adminis- and other costs of ¥1,872 million including those relating to the buy-out of term deal commitments. Of the restructuring costs trative expenses in the consolidated statements of income. Employees were eliminated across various employee levels, incurred, ¥1,525 million was included in cost of sales, ¥1,340 million was included in selling, general and administrative business functions, operating units, and geographic regions during this phase of the worldwide restructuring program. expenses, and ¥1,746 million was included in loss on sale, disposal or impairment of assets, net in the consolidated Pictures Segment statements of income. During the year ended March 31, 2005, the Pictures segment In an effort to improve the performance of the Pictures segment, Sony has undergone a number of restructuring efforts to reduce substantially completed the fixed cost reduction program and recorded ¥385 million ($4 million) of additional restructuring its operating costs. For the years ended March 31, 2003, 2004 and 2005, Sony recorded total restructuring charges of ¥480 costs. These restructuring charges consisted primarily of personnel related costs of ¥292 million ($3 million) which were million, ¥4,611 million and ¥385 million ($4 million), respectively, within the Pictures segment. Significant restructuring activities included in selling, general and administrative expenses in the consolidated statements of income. At March 31, 2005, the are the following: remaining liability balance was ¥207 million ($2 million), which will be paid or settled over the next year. Consolidation of television operations Due to changes within the television production and distribution business, the competition between network owned production Sony Corporation 115 BH6/30 Page 115 05.7.7, 3:33 AM Adobe PageMaker 6.0J/PPC The changes in the accrued restructuring charges for the years ended March 31, 2003, 2004 and 2005 are as follows: Yen in millions Employee Non-cash termination write-downs benefits and disposals Other associated costs Total Balance at March 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 6,243 — ¥ 13,637 ¥ 19,880 Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,953 ¥ 42,768 16,530 106,251 Non-cash charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (42,240) — (42,240) Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (38,548) — (23,172) (61,720) Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136 (528) (1,208) (1,600) Balance at March 31, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,784 — 5,787 20,571 Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133,367 19,170 15,554 168,091 Non-cash charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (19,170) — (19,170) Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (124,674) — (13,686) (138,360) Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,173 0 333 1,506 Balance at March 31, 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,650 — 7,988 32,638 Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,563 25,564 10,836 89,963 Non-cash charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (25,564) — (25,564) Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (61,523) — (10,427) (71,950) Adjustments* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,705) — (3,096) (4,801) Balance at March 31, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 14,985 — ¥ 5,301 ¥ 20,286 Dollars in millions Employee Non-cash termination write-downs benefits and disposals Other associated costs Total Balance at March 31, 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 230 — $ 75 Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 501 $ 239 101 $ 305 841 Non-cash charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (239) — (239) Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (575) — (97) (672) Adjustments* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16) — (29) (45) Balance at March 31, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 140 — $ 50 $ 190 *Adjustments primarily consist of the transfer of the accrued restructuring charges to SONY BMG, a joint venture with Bertelsmann AG (Note 6). 19. Research and development costs, advertising costs and shipping and handling costs and ¥107,983 million ($1,009 million), respectively, which included the internal transportation costs of finished goods. (1) Research and development costs: Research and development costs charged to cost of sales for the years ended March 31, 2003, 2004 and 2005 were ¥443,128 million, ¥514,483 million and ¥502,008 million ($4,692 million), respectively. 20. Gain on change in interest in subsidiaries and equity investees In January 2004, FeliCa Networks, Inc., whose field of business (2) Advertising costs: is Mobile FeliCa IC chip development and production/sales licensing and operation of the Mobile FeliCa service platform, Advertising costs included in selling, general and administrative expenses for the years ended March 31, 2003, 2004 and 2005 issued 115,000 shares at ¥100,000 per share with a total value of ¥11,500 million in connection with its private offering. As a were ¥442,741 million, ¥421,433 million and ¥359,661 million ($3,361 million), respectively. result of this issuance, Sony recorded a gain of ¥3,364 million and provided deferred taxes on this gain. This issuance reduced (3) Shipping and handling costs: Sony’s ownership interest from 100% to 60%. In addition to the above transaction, for the year ended March Shipping and handling costs for finished goods included in selling, general and administrative expenses for the years ended March 31, 2004, Sony recognized ¥1,506 million of other gains on change in interest in subsidiaries and equity investees resulting 31, 2003, 2004 and 2005 were ¥98,195 million, ¥106,590 million in total gains of ¥4,870 million. 116 Sony Corporation BH6/30 Page 116 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC In August 2, 2004, Monex Inc., which provides on-line security trading services in Japan, and Nikko Beans, Inc. established In June 6, 2005, SCN sold 17,935 shares of So-net M3 Inc., at ¥694,600 ($6,492) per share with a total value of ¥12,458 Monex Beans Holdings, Inc. by way of share transfer of the existing shares of Monex Inc. and Nikko Beans, Inc.. At this million ($116 million). As a result of this sale, Sony records ¥11,979 million ($112 million) gain on the sale of its stock for the establishment, 1 share of Monex Beans Holdings, Inc. was allotted to each share of Monex Inc. and 3.4 shares of Monex year ending March 31, 2006, and Sony’s ownership interest has been reduced from 74.8% to 60.8%. Beans Holdings, Inc. were allotted to each share of Nikko Beans, Inc.. As a result of this share transfer, Monex Beans In January 2005, DeNA Co., Ltd., whose field of business is operation of on-line auction websites in Japan, issued 14,000 Holdings, Inc. issued 2,341,287 shares and Sony recorded a gain of ¥8,951 million ($84 million) and provided deferred taxes shares at ¥204,600 ($1,912) per share with a total value of ¥2,864 million ($27 million) in connection with its initial public on this gain. This issuance reduced Sony’s ownership interest from 29.9% to 20.1%. offering. In March 2005, SCN, which had owned 27.7% interest in DeNA Co., Ltd., sold 2,000 shares of DeNA Co., Ltd. at In September 2004, So-net M3 Inc., which provides medical services via the Internet in Japan, issued 2,800 shares at ¥204,600 ($1,912) per share with a total value of ¥409 million ($4 million). As a result of these transactions, Sony recorded a ¥850,000 ($7,944) per share with a total value of ¥2,380 million ($22 million) in connection with its initial public offering. SCN, a ¥686 million ($6 million) gain on issuance of stock by DeNA Co., Ltd. and provided deferred taxes on this gain. In addition, Sony parent company of So-net M3 Inc., sold 3,260 shares of So-net M3 Inc., at ¥790,500 ($7,388) per share with a total value of recorded a ¥76 million ($1 million) gain on the sale of its stock. These transactions reduced Sony’s ownership interest from ¥2,577 million ($24 million). In October 2004, SCN sold 740 shares of So-net M3 Inc., at ¥790,500 ($7,388) per share with a 27.7% to 24.8%. In addition to the above transactions, for the year ended total value of ¥585 million ($5 million). As a result of these transactions, Sony recorded a ¥1,823 million ($17 million) gain on March 31, 2005, Sony recognized ¥1,911 million ($18 million) of other gains on change in interest in subsidiaries and equity issuance of stock by So-net M3 Inc. and provided deferred taxes on this gain. In addition, Sony recorded a ¥2,876 million investees resulting in total gains of ¥16,322 million ($153 million). These transactions were not part of a broader corporate reorgani- ($27 million) gain on the sale of its stock. These transactions reduced Sony’s ownership interest from 90.0% to 74.8%. zation and the reacquisition of such shares was not contemplated at the time of issuance. 21. Income taxes Income before income taxes and income tax expense comprise the following: Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Income (loss) before income taxes: Sony Corporation and subsidiaries in Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (7,998) ¥ (84,571) ¥005,005 $0,047 Foreign subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255,619 228,638 152,202 1,422 ................................................................... ¥247,621 ¥144,067 ¥157,207 $1,469 Income taxes—Current: Sony Corporation and subsidiaries in Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥069,311 ¥ 22,286 ¥ 23,497 $ 220 Foreign subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,536 64,933 62,013 579 ................................................................... ¥178,847 ¥ 87,219 ¥ 85,510 $ 799 $ Income taxes—Deferred: Sony Corporation and subsidiaries in Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (90,016) ¥ (32,845) ¥ 0(4,976 Foreign subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,000) (1,600) (74,442) (696) ................................................................... ¥ (98,016) ¥ (34,445) ¥ (69,466) $ (649) 47 Sony is subjected to a number of different income taxes. Due to changes in Japanese income tax regulations, a consolidated ning with the year ended March 31, 2004. Under the Japanese consolidated tax filing system, a 2% surtax was imposed only tax filing system was introduced on April 1, 2002. Sony applied to file its return under the consolidated tax filing system begin- for the year ended March 31, 2004. As a result, the statutory tax rate was 43.9% for the year ended March 31, 2004. Sony Corporation 117 BH6/30 Page 117 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC During the year ended March 31, 2005, a corporation sizebased enterprise tax was introduced in Japan and the portion approximately 41% effective April 1, 2004. The effect of the change in the tax rate on the balance of deferred tax assets of enterprise tax subject to income was reduced. As a result, the statutory tax rate for the year ended March 31, 2005 was and liabilities was insignificant. Reconciliation of the differences between the statutory tax rate and the effective income tax rate is as follows: Years ended March 31 2003 Statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2004 42.0% 43.9% 2005 41.0% Increase (reduction) in taxes resulting from: Income tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.9) (2.4) (0.1) Change in valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.5 6.5 (22.7) Decrease in deferred tax liabilities on undistributed earnings of foreign subsidiaries . . . . . . . . . . . . . (14.8) (9.2) (4.0) Lower tax rate applied to life and non-life insurance business in Japan . . . . . . . . . . . . . . . . . . . . . . . (0.6) (2.6) (1.9) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4 0.4 (2.1) 32.6% 36.6% 10.2% Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The significant components of deferred tax assets and liabilities are as follows: Dollars in millions Yen in millions March 31 2004 2005 2005 Deferred tax assets: Operating loss carryforwards for tax purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(196,308 ¥(193,212 $(1,806 Accrued pension and severance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,073 159,610 1,492 Film costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,194 56,746 530 Warranty reserve and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,664 56,551 529 Future insurance policy benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,855 36,654 343 Accrued bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,285 34,536 323 Inventory—intercompany profits and write-down . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,241 30,270 283 Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,108 15,320 143 Tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,740 8,552 80 Reserve for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,005 6,574 61 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,731 153,525 1,434 Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 732,204 751,550 7,024 Less: Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (127,577) (89,110) (833) Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 604,627 662,440 6,191 Deferred tax liabilities: Insurance acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (125,768) (135,083) (1,262) Unbilled accounts receivable in the Pictures business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (71,586) (57,314) (536) Unrealized gains on securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45,239) (41,564) (388) Intangible assets acquired through exchange offerings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36,490) (35,418) (331) Undistributed earnings of foreign subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,778) (30,865) (288) Gain on securities contribution to employee retirement benefit trust . . . . . . . . . . . . . . . . . . . . . . . . . (16,899) (6,184) (58) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,435) (58,714) (550) Gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (380,195) (365,142) (3,413) Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(224,432 ¥(297,298 $(2,778 118 Sony Corporation BH6/30 Page 118 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC The valuation allowance mainly relates to deferred tax assets of Sony Corporation and certain consolidated subsidiaries with At March 31, 2005, no deferred income taxes have been provided on undistributed earnings of foreign subsidiaries not operating loss carryforwards and tax credit carryforwards for tax purposes that are not expected to be realized. The net changes in expected to be remitted in the foreseeable future totaling ¥988,515 million ($9,238 million), and on the gain of ¥61,544 the total valuation allowance were a decrease of ¥136,140 million for the year ended March 31, 2003, an increase of ¥11,509 million on a subsidiary’s sale of stock arising from the issuance of common stock of Sony Music Entertainment (Japan) Inc. million for the year ended March 31, 2004 and a decrease of ¥38,467 million ($360 million) for the year ended March 31, 2005. (“SMEJ”) in a public offering to third parties in November 1991, as Sony does not anticipate any significant tax consequences As a result of recording of operating losses in the past, the U.S. subsidiaries of Sony have had valuation allowances against on possible future disposition of its investment based on its tax planning strategies. The unrecognized deferred tax liabilities as deferred tax assets for U.S. federal and certain state taxes. However, based on both improved operating results in recent of March 31, 2005 for such temporary differences amounted to ¥217,792 million ($2,035 million). years and a sound outlook for the future operating performance of Sony’s U.S. subsidiaries, Sony reversed ¥67,892 million ($635 Operating loss carryforwards for corporate income tax and local income tax purposes of Sony Corporation and certain million) of valuation allowance, resulting in a reduction of income tax expenses for the year ended March 31, 2005. consolidated subsidiaries in Japan at March 31, 2005 amounted to ¥266,763 million ($2,493 million) and ¥520,556 million For the year ended March 31, 2003, ¥33,525 million of the decrease in the valuation allowance relates to the realization of tax ($4,865 million), respectively, which are available as an offset against future taxable income. Deferred tax asset on the operat- benefits from operating loss carryforwards that were acquired in connection with Sony’s acquisition of companies within the ing loss carryforwards for corporate income tax and local income tax in Japan are calculated by multiplying approximately Electronics, Music and Pictures segments. The reversal of the valuation allowance upon realization of tax benefit from operating 28% and 13%, respectively. Operating loss carryforwards for tax purposes of certain loss carryforwards resulted in the reduction of goodwill. Tax benefits which have been realized through utilization of foreign consolidated subsidiaries at March 31, 2005 amounted to ¥139,100 million ($1,300 million). operating loss carryforwards for the years ended March 31, 2003, 2004 and 2005 were approximately ¥19,000 million, With the exception of ¥115,714 million ($1,081 million) with no expiration period, total available operating loss carryforwards ¥12,000 million and ¥30,000 million ($280 million), respectively. Net deferred tax assets are included in the consolidated expire at various dates primarily up to 7 years. Tax credit carryforwards for tax purposes at March 31, 2005 balance sheets as follows: amounted to ¥8,552 million ($80 million). With the exception of ¥6,995 million ($65 million) with no expiration period, total Yen in millions March 31 2004 2005 Dollars in millions 2005 Current assets— Deferred income taxes . . . . ¥125,532 ¥141,154 $1,319 Other assets— Deferred income taxes . . . . 203,203 240,396 2,247 Current liabilities— Other . . . . . . . . . . . . . . . . . (8,110) (12,025) (113) Long-term liabilities— Deferred income taxes . . . . (96,193) (72,227) (675) Net deferred tax assets . . . . ¥224,432 ¥297,298 $2,778 available tax credit carryforwards expire at various dates primarily up to 9 years. Realization is dependent on whether such companies will be able to generate sufficient taxable income prior to expiration of the loss carryforwards and tax credit carryforwards. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets, less valuation allowance, will be realized. The amount of such net deferred tax assets considered realizable, however, could be changed in the near term if estimates of future taxable income during the carryforward period are changed. Sony Corporation 119 BH6/30 Page 119 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC 22. Reconciliation of the differences between basic and diluted net income per share (“EPS”) (1) Income before cumulative effect of accounting changes and net income allocated to each class of stock: Dollars in millions Yen in millions Years ended March 31 2003 Income before cumulative effect of an accounting change allocated to the common stock . . 2004 2005 2005 ¥115,648 ¥90,756 ¥168,498 $1,575 tracking stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (129) (128) 53 0 Income before cumulative effect of an accounting change . . . . . . . . . . . . . . . . . . . . . . . . . ¥115,519 ¥90,628 ¥168,551 $1,575 Net income allocated to the common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥115,648 ¥88,639 ¥163,785 $1,531 Net income allocated to the subsidiary tracking stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . (129) (128) 53 0 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥115,519 ¥88,511 ¥163,838 $1,531 Income before cumulative effect of an accounting change allocated to the subsidiary As discussed in Note 2, the earnings allocated to the subsid- in Note 16) used for computation of earnings per share attribut- iary tracking stock are determined based on the subsidiary tracking stockholders’ economic interest. The accumulated able to subsidiary tracking stock were ¥779 million, ¥1,764 million and ¥1,358 million ($13 million) as of March 31, 2003, losses of SCN (the subsidiary tracking stock entity as discussed 2004 and 2005, respectively. (2) EPS attributable to common stock: Reconciliation of the differences between basic and diluted EPS for the years ended March 31, 2003, 2004 and 2005 is as follows: . Dollars in millions Yen in millions Years ended March 31 2003 Income before cumulative effect of an accounting change allocated to the common stock . . Effect of dilutive securities: Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subsidiary tracking stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before cumulative effect of an accounting change allocated to the common stock for diluted EPS computation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2004 2005 2005 ¥115,648 ¥90,756 ¥168,498 $1,575 2,398 — 2,260 — 1,209 (0) 11 (0) ¥118,046 ¥93,016 ¥169,707 $1,586 Thousands of shares Weighted-average shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of dilutive securities: Warrants and stock acquisition rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919,706 923,650 931,125 12 78,873 48 121,120 61 112,589 Weighted-average shares for diluted EPS computation . . . . . . . . . . . . . . . . . . . . . . . . . . . 998,591 1,044,818 1,043,775 Yen Dollars Basic EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥125.74. ¥98.26. ¥180.96. $1.69. Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥118.21. ¥89.03. ¥162.59. $1.52. Potential common stock upon the exercise of warrants and stock acquisition rights, which were excluded from the compu- have a potentially dilutive effect by decreasing net income allocated to common stock, were excluded from the computa- tation of diluted EPS since they have an exercise price in excess of the average market value of Sony’s common stock during the tion of diluted EPS since they did not have a dilutive effect. Stock options issued by affiliated companies accounted for fiscal year, were 4,141 thousand shares, 6,796 thousand shares, and 7,987 thousand shares for the years ended March under the equity method for the years ended March 31, 2003, 2004 and 2005, which have a potentially dilutive effect by 31, 2003, 2004 and 2005, respectively. Warrants and stock acquisition rights of subsidiary tracking decreasing net income allocated to common stock, were excluded from the computation of diluted EPS since such stock stock for the years ended March 31, 2003 and 2004, which options did not have a dilutive effect. 120 Sony Corporation BH6/30 Page 120 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC . On October 1, 2002, Sony implemented a share exchange as a result of which Aiwa Co.,Ltd. became a wholly-owned subsid- defined, and is responsible for all distribution and marketing expenses, which are recouped from such distribution fees. The iary. As a result of this share exchange, Sony issued 2,502 thousand shares. The shares were included in the computation VIE was capitalized with total financing of ¥43,584 million. Of this amount, ¥1,181 million was contributed by the subsidiary, of basic and diluted EPS. On May 1, 2003, Sony implemented a share exchange as a ¥10,198 million was provided by unrelated third party investors and the remaining funding is provided through a ¥32,205 million result of which CIS Corporation became a wholly-owned subsidiary. As a result of this share exchange, Sony issued 1,088 bank credit facility. On July 1, 2003, Sony consolidated this entity. Upon consolidation of the VIE, assets and liabilities increased by thousand shares. The shares were included in the computation of basic and diluted EPS. ¥10,179 million and ¥10,586 million, respectively, and a cumulative effect of accounting change of ¥388 million was charged to As a result of the adoption of EITF Issue No. 04-8, Sony’s diluted EPS of income before cumulative effect of an accounting net income with no tax effect. As of March 31, 2005, the total outstanding under the bank credit facility was ¥6,441 million change for the year ended March 31, 2004 was restated in the above table (Note 2). ($60 million). Under the agreement, the subsidiary’s ¥1,181 million ($11 million) equity investment is the last equity to be (3) EPS attributable to subsidiary tracking stock: repaid. Additionally, it must pay to the third party investors up to ¥2,040 million ($19 million) of any losses out of a portion of Weighted-average shares used for computation of EPS attributable to subsidiary tracking stock for the years ended March 31, its distribution fees. Any losses incurred by the VIE over and above ¥3,221 million ($30 million) will be shared by the other 2003, 2004 and 2005 were 3,072 thousand shares. As discussed in Note 2, there were no potentially dilutive securities for investors. The subsidiary acquired the international distribution rights, as defined, to twelve pictures meeting certain minimum EPS of subsidiary tracking stock outstanding at March 31, 2003, 2004 and 2005. requirements within the time period provided in the agreement. Sony had utilized a VIE to erect and operate a multi-use real estate complex in Berlin, Germany, which had been accounted for under the equity method by Sony until June 30, 2003. On 23. Variable interest entities Sony has, from time to time, entered into various arrangements July 1, 2003, Sony consolidated this entity. Upon consolidation of the VIE, assets and liabilities increased by ¥61,320 million and with VIEs. These arrangements consist of facilities which provide for the leasing of certain property, the financing of film production, ¥60,329 million, respectively. However, there was no impact to Sony’s net income. On November 4, 2004, Sony purchased the the development and operation of a multi-use real estate complex and the implementation of a stock option plan for Japanese remaining shares of the VIE from other partners. As a result, it is now a 100% owned subsidiary and no longer a VIE. employees. As described in Note 2, the FASB issued FIN No. 46, which requires the consolidation or disclosure of VIEs. The VIEs Sony has utilized a VIE to implement a stock option plan for selected Japanese employees. The VIE has been consolidated by that have been consolidated by Sony are described as follows: Sony leases the headquarters of its U.S. subsidiary from a Sony since its establishment. With respect to this entity, there was no impact to Sony’s results of operations and financial position VIE, which has been consolidated by Sony since July 1, 2003. Upon consolidation of the VIE, assets and liabilities increased by upon the adoption of FIN No. 46. Under the terms of the stock option plan, upon exercise, Japanese employees receive cash ¥25,277 million and ¥27,035 million, respectively, and a cumulative effect of accounting change of ¥1,729 million was charged to equal to the amount that the market price of Sony Corporation’s common stock exceeds the strike price of the plan. In order to net income with no tax effect. Sony has the option to purchase the building at any time during the lease term which expires in minimize cash flow exposure associated with the plan, Sony holds treasury stock through the VIE. The VIE purchased the December 2008 for ¥27,374 million ($256 million). The debt held by the VIE is unsecured. At the end of the lease term, Sony has common stock with funding provided by the employee’s cash contribution and a bank loan. At March 31, 2005, the balance of agreed to either renew the lease, purchase the building or remarket it to a third party on behalf of the owner. If the sales price the bank loan was ¥3,034 million ($28 million). As of March 31, 2005, there is no VIE in which Sony holds a is less than ¥27,374 million ($256 million), Sony is obligated to make up the lesser of the shortfall or ¥22,973 million ($215 million). significant variable interest that Sony is not the primary beneficiary. As described in Note 6, on April 8, 2005, a consortium led by A subsidiary in the Pictures segment entered into a joint venture agreement with a VIE for the purpose of funding the SCA and its equity partners completed the acquisition of MGM. Sony has reviewed the investment and determined that MGM is acquisition of certain international film rights. The subsidiary is required to distribute the product internationally, for contractually a VIE. However, MGM will not be consolidated but accounted for under the equity method as Sony is not the primary beneficiary defined fees determined as percentages of gross receipts, as of this VIE. Sony Corporation 121 BH6/30 Page 121 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC 24. Commitments and contingent liabilities (1) Commitments: B. Loan Commitments Subsidiaries in the Financial Services segment have entered into A. Purchase Commitments Commitments outstanding at March 31, 2005 amounted to loan agreements with their customers in accordance with the condition of the contracts. As of March 31, 2005, the total unused ¥240,729 million ($2,250 million). The major components of these commitments are as follows: portion of the line of credit extended under these contracts was ¥199,878 million ($1,868 million). In the ordinary course of business, Sony makes commitments for the purchase of property, plant and equipment. As of March At August 2004, Sony and Bertelsmann AG (“Bertelsmann”) combined their recorded music businesses in a joint venture. In 31, 2005, such commitments outstanding were ¥83,683 million ($782 million). connection with the establishment of the SONY BMG joint venture, Sony and Bertelsmann have entered into a 5 year Certain subsidiaries in the Pictures segment have entered into agreements with creative talent for the development and pro- Revolving Credit Agreement with the joint venture. Under the terms of the Credit Agreement, Sony and Bertelsmann have duction of films and television programming as well as agreements with third parties to acquire completed films, or certain each agreed to provide one-half of the funding. The Credit Agreement, which matures on August 5, 2009, provides for a rights therein. These agreements cover various periods through March 31, 2008. As of March 31, 2005, these subsidiaries were base commitment of $300 million and additional incremental borrowings of up to $150 million. As of March 31, 2005, the joint committed to make payments under such contracts of ¥51,625 million ($482 million). venture had no borrowings outstanding under the Credit Agreement. Accordingly, Sony’s outstanding commitment under the A subsidiary in the Pictures segment has also entered into a distribution agreement with a third party to distribute, in certain Credit Agreement as of March 31, 2005 was ¥24,075 million ($225 million). markets and territories, all feature length films produced or acquired by the third party during the term of the agreement. The aggregate amounts of future year-by-year payments for these loan commitments cannot be determined. The distribution agreement expires on December 31, 2006 if a minimum of 36 films have been delivered as of that date. If 36 (2) Contingent liabilities: films have not been delivered by December 31, 2006, the distribution agreement expires on the earlier of the delivery of the Sony had contingent liabilities including guarantees given in the ordinary course of business, which amounted to ¥26,049 million 36th film or May 25, 2007. It is estimated that the third party will produce or acquire a total of 39 films under the distribution ($243 million) at March 31, 2005. The major components of the contingent liabilities are as follows: agreement. The subsidiary has the right to distribute the films for 15 years from the initial theatrical release of the film. Under the Sony has issued loan guarantees to related parties comprised of affiliated companies accounted for under the equity method terms of the distribution agreement, the subsidiary must fund a portion of the production cost and is responsible for all distribu- and unconsolidated subsidiaries. The terms of these guarantees are mainly within 1 year. Sony would be required to perform tion and marketing expenses. As of March 31, 2005, 29 films have been released or funded by the subsidiary. The subsidiary’s under these guarantees upon non-performance of the primary borrowers. The contingent liability related to these guarantees estimated commitment to fund the production of the remaining films under this agreement is ¥30,455 million ($285 million). was ¥7,642 million ($71 million) and was not recorded on the consolidated balance sheet as of March 31, 2005. The schedule of the aggregate amounts of year-by-year payment of purchase commitments during the next five years The European Commission (“EC”) has issued the Waste Electrical and Electronic Equipment (“WEEE”) directive in February and thereafter is as follows: 2003. The WEEE directive will require electronics producers after August 2005 to be responsible for organizing a scheme, and Yen in millions Dollars in millions possibly financing the cost, for collection, treatment, recovery and safe disposal of waste products. While the cost of this Year ending March 31: 2006 . . . . . . . . . . . . . . . . . . . . . . . . . ¥145,111 $1,357 2007 . . . . . . . . . . . . . . . . . . . . . . . . . 53,753 502 2008 . . . . . . . . . . . . . . . . . . . . . . . . . 16,412 153 2009 . . . . . . . . . . . . . . . . . . . . . . . . . 1,632 15 2010 . . . . . . . . . . . . . . . . . . . . . . . . . 712 7 Thereafter . . . . . . . . . . . . . . . . . . . . . . . 23,109 216 Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥240,729 $2,250 directive to Sony cannot be determined before regulation is adopted in individual member states, Sony continues to evaluate the impact of adopting this regulation. Sony has agreed to indemnify certain third parties against tax losses resulting from transactions entered into in the normal course of business. The maximum amount of potential future payments under these guarantees cannot be estimated at this time. These guarantees were not recorded on the consolidated balance sheet as of March 31, 2005. 122 Sony Corporation BH6/30 Page 122 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC Sony Corporation and certain of its subsidiaries are defendants in several pending lawsuits. However, based upon the lawsuits, if any, would not have a material effect on Sony’s consolidated financial statements. information currently available to both Sony and its legal counsel, management of Sony believes that damages from such The changes in product warranty liability for the years ended March 31, 2004 and 2005 are as follows: Dollars in millions Yen in millions Years ended March 31 2004 2005 2005 Balance at beginning of the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 51,892 ¥ 50,670 $ 474 Provision for warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,569 33,493 313 Settlements (in cash or in kind) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46,971) (40,358) (377) Changes in estimate for pre-existing warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,970) (751) (7) Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,850) 1,865 17 Balance at end of the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 50,670 ¥ 44,919 $ 420 25. Business segment information Effective for the year ended March 31, 2005, Sony has partly changed its business segment configuration as described below. As of August 1, 2004, Sony and Bertelsmann AG combined their recorded music businesses in a joint venture. In connection with the establishment of this joint venture, the non-Japan based disc manufacturing and physical distribution businesses, formerly included within the Music segment, have been reclassified to the “Other” category in the Electronics segment. Results for the year ended March 31, 2003 and 2004 in the Electronics and Music segments have been restated to conform to the presentation for the year ended March 31, 2005. In July 2004, in order to establish a more efficient and coordinated semiconductor supply structure, the Sony group has integrated its semiconductor manufacturing business by transferring SCE’s semiconductor manufacturing operation from the Game segment to the Electronics segment. As a result of this transfer, sales revenue and expenditures associated with this operation are now recorded within the “Semiconductor” category in the Electronics segment. The results for the year ended March 31, 2003 and 2004 have not been restated as such comparable figures cannot be practically obtained given that it was not operated as a separate line business within the Game segment. This integration of the semiconductor manufacturing businesses is a part of Sony’s semiconductor strategy of utilizing semiconductor technologies and manufacturing equipment originally developed or designed for the Game segment within the Sony group as a whole. The Electronics segment designs, develops, manufactures and distributes audio-visual, informational and communicative equipment, instruments and devices throughout the world. The Game segment designs, develops and sells PlayStation, PlayStation 2 and PlayStation Portable game consoles and related software mainly in Japan, the United States of America and Europe, and licenses to third party software developers. The Music segment is mainly engaged in the development, production, manufacture, and distribution of recorded music, in all commercial formats and musical genres. As discussed above, due to the establishment of the joint venture with Bertelsmann AG, the results for the year ended March 31, 2005 only include the results of Sony Music Entertainment Inc.’s (“SMEI”) recorded music business for the months of April through July 2004 and the results of SMEI’s music publishing business and SMEJ for the full fiscal year. Results for the year ended March 31, 2003 and 2004 in the Music segment include the consolidated results of SMEI’s recorded music business for the full fiscal year, as well as the results of SMEI’s publishing business and SMEJ for the full fiscal year. The Pictures segment develops, produces and manufactures image-based software, including film, video, and television mainly in the United States of America, and markets, distributes and broadcasts in the worldwide market. The Financial Services segment represents primarily individual life insurance and non-life insurance businesses in the Japanese market, leasing and credit financing businesses and bank business in Japan. The Other segment consists of various operating activities, primarily including a business focused on network service business including Internet-related services, an animation production and marketing business, an imported general merchandise retail business, an IC card business, and an advertising agency business in Japan. Sony’s products and services are generally unique to a single operating segment. The operating segments reported below are the segments of Sony for which separate financial information is available and for which operating profit or loss amounts are evaluated regularly by executive management in deciding how to allocate resources and in assessing performance. Sony Corporation 123 BH6/30 Page 123 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC Business segments Sales and operating revenue: Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Sales and operating revenue: Electronics— Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥4,624,181 ¥4,838,268 ¥4,786,236 $44,731 Intersegment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 471,798 204,051 235,411 2,200 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,095,979 5,042,319 5,021,647 46,931 Game— Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 936,274 753,732 702,524 6,566 Intersegment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,757 26,488 27,230 255 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 955,031 780,220 729,754 6,821 Music— Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433,147 409,487 216,779 2,026 Intersegment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,191 30,819 32,326 302 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466,338 440,306 249,105 2,328 Pictures— Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802,770 756,370 733,677 6,857 Intersegment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802,770 756,370 733,677 6,857 5,025 Financial Services— Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 509,398 565,752 537,715 Intersegment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,878 27,792 22,842 213 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 537,276 593,544 560,557 5,238 1,707 Other— Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,863 172,782 182,685 Intersegment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,282 95,535 71,742 671 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 261,145 268,317 254,427 2,378 Elimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (644,906) (384,685) (389,551) (3,641) Consolidated total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥7,473,633 ¥7,496,391 ¥7,159,616 $66,912 Electronics intersegment amounts primarily consist of transactions with the Game and Pictures segments. Game intersegment amounts primarily consist of transactions with the Electronics segment. Music intersegment amounts primarily consist of transactions with the Game segment. Other intersegment amounts primarily consist of transactions with the Electronics segment. 124 Sony Corporation BH6/30 Page 124 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC Segment profit or loss: Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Operating income (loss): Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥065,939 ¥ (6,824) ¥ (34,305) $ (321) Game . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,653 67,578 43,170 404 Music . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,261) (5,997) 8,783 82 Pictures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,971 35,230 63,899 597 Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,758 55,161 55,490 519 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,316) (12,054) (4,077) (38) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203,744 133,094 132,960 1,243 Elimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,065 13,226 13,530 126 Corporate expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,369) (47,418) (32,571) (304) Consolidated operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,440 98,902 113,919 1,065 Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157,528 122,290 97,623 912 Unallocated amounts: Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (95,347) (77,125) (54,335) (508) Consolidated income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥247,621 ¥144,067 ¥157,207 $1,469 Operating income is sales and operating revenue less costs and operating expenses. In the quarter beginning October 1, 2003, the recognition method for insurance premiums received on certain products by Sony Life Insurance Co., Ltd., was changed from being recorded future insurance policy benefits, reducing revenue in the Financial Services segment in the year ended March 31, 2004 and 2005, by approximately ¥30.8 billion and ¥32.5 billion ($304 million), respectively. This change did not have a material effect on operating income. as revenues to being offset against the related provision for Assets: Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Total assets: Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,973,972 ¥2,995,306 ¥3,434,138 $32,095 Game . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 673,208 684,226 482,037 4,505 Music . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,627 483,990 325,928 3,046 Pictures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 868,395 856,517 863,056 8,066 Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,897,119 3,475,039 3,885,517 36,313 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 333,485 371,720 347,885 3,251 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,246,806 8,866,798 9,338,561 87,276 Elimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (266,167) (319,204) (439,489) (4,107) Corporate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389,906 543,068 600,028 5,608 Consolidated total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥8,370,545 ¥9,090,662 ¥9,499,100 $88,777 Unallocated corporate assets consist primarily of cash and cash equivalents, securities investments and property, plant and equipment maintained for general corporate purposes. Sony Corporation 125 BH6/30 Page 125 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC Other significant items: Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Depreciation and amortization: Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥203,433 ¥210,888 ¥275,701 $2,577 Game . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,496 57,256 16,504 154 Music . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,008 16,123 9,451 88 Pictures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,552 7,844 5,598 52 Financial Services, including deferred insurance acquisition costs . . . . . . . . . . . . . . . . . 52,041 56,586 52,788 494 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,157 13,455 8,564 80 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 347,687 362,152 368,606 3,445 Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,238 4,117 4,259 40 Consolidated total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥351,925 ¥366,269 ¥372,865 $3,485 Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥181,316 ¥251,980 ¥311,101 $2,908 Game . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,986 100,360 18,824 176 Music . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,291 3,651 2,894 27 Pictures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,138 6,013 5,808 54 Capital expenditures for segment assets: Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,655 4,618 3,845 36 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,993 10,124 6,149 57 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 259,379 376,746 348,621 3,258 Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,862 1,518 8,197 77 Consolidated total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥261,241 ¥378,264 ¥356,818 $3,335 The capital expenditures in the above table represent the additions to fixed assets of each segment. configuration. The main changes are that AIWA product group has been moved from “Other” to “Audio” or “Video” or “Televi- The following table is a breakdown of Electronics sales and operating revenue to external customers by product category. sions”, and the set-top box product group has been moved from “Video” to “Televisions”. Accordingly, sales and operating The Electronics segment is managed as a single operating segment by Sony’s management. Effective for the year ended revenue for the years ended March 31, 2003 and 2004 have been restated to conform to the presentation for the year ended March 31, 2005, Sony has partly changed its product category March 31, 2005. Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 Audio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥0,784,114 ¥0,675,496 ¥0,571,864 $05,345 Video . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 828,308 949,261 1,034,736 9,670 Televisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 981,655 925,501 957,122 8,945 Information and Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 836,724 834,757 778,374 7,275 Semiconductors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204,710 253,237 246,314 2,302 Components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 527,782 623,799 619,477 5,789 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 460,888 576,217 578,349 5,405 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥4,624,181 ¥4,838,268 ¥4,786,236 $44,731 126 Sony Corporation BH6/30 2005 Page 126 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC Geographic information: Sales and operating revenue which are attributed to countries based on location of customers for the years ended March 31, 2003, 2004 and 2005 and long-lived assets as of March 31, 2003, 2004 and 2005 are as follows: Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Sales and operating revenue: Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,093,880 ¥2,220,747 ¥2,100,793 $19,634 U.S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,403,946 2,121,110 1,977,310 18,479 Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,665,976 1,765,053 1,612,536 15,070 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,309,831 1,389,481 1,468,977 13,729 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥7,473,633 ¥7,496,391 ¥7,159,616 $66,912 Dollars in millions Yen in millions March 31 2003 2004 2005 2005 Long-lived assets: Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,365,160 ¥1,430,443 ¥1,414,632 $13,221 U.S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 713,524 671,534 662,120 6,188 Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,459 211,147 183,620 1,716 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148,616 133,640 144,896 1,354 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,391,759 ¥2,446,764 ¥2,405,268 $22,479 There are not any individually material countries with respect to the sales and operating revenue and long-lived assets included in Europe and Other areas. There are no sales and operating revenue with a single major external customer for the years ended March 31, 2003, 2004 and 2005. Transfers between reportable business or geographic segments are made at arms-length prices. Sony Corporation 127 BH6/30 Page 127 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC The following information shows sales and operating revenue and operating income by geographic origin for the years ended supplemental information in accordance with disclosure requirements of the Japanese Securities and Exchange Law, to which March 31, 2003, 2004 and 2005. In addition to the disclosure requirements under FAS No. 131, Sony discloses this Sony, as a Japanese public company, is subject. Dollars in millions Yen in millions Years ended March 31 2003 2004 2005 2005 Sales and operating revenue: Japan— Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(2,247,030 ¥(2,352,923 ¥(2,249,548 $(21,024 Intersegment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,433,998 2,514,698 2,575,093 24,066 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,681,028 4,867,621 4,824,641 45,090 20,246 U.S.A.— Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,632,176 2,341,304 2,166,323 Intersegment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,502 198,450 235,362 2,200 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,821,678 2,539,754 2,401,685 22,446 14,244 Europe— Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,520,930 1,647,694 1,524,182 Intersegment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,598 66,950 52,417 490 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,642,528 1,714,644 1,576,599 14,734 1,073,497 1,154,470 1,219,563 11,398 Other— Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intersegment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 789,444 813,798 804,721 7,521 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,862,941 1,968,268 2,024,284 18,919 Elimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,534,542) (3,593,896) (3,667,593) (34,277) Consolidated total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(7,473,633 ¥(7,496,391 ¥(7,159,616 $(66,912 Operating income: Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(0,011,444 ¥0,0(69,875) ¥0,000,(765) 98,762 85,290 72,414 677 Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,206 78,822 12,186 114 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,773 70,543 58,554 547 Corporate and elimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50,745) (65,878) (28,470) (266) Consolidated total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(0,185,440 ¥(0,098,902 ¥(0,113,919 $(01,065 128 Sony Corporation BH6/30 $00,00(7) U.S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 128 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC Report of Independent Auditors Sony Corporation 129 BH6/30 Page 129 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC Stock Information Ownership and Distribution of Shares 2003 2004 Years ended March 31 Foreign institutions and individuals . . . . . . . . . Japanese financial institutions . . . . . . . . . . . . Japanese individuals and others . . . . . . . . . . Other Japanese corporations . . . . . . . . . . . . . Japanese securities firms . . . . . . . . . . . . . . . . 331,477,756 249,934,658 281,939,398 51,973,659 10,131,705 1,660 446 791,371 6,017 121 366,289,954 192,651,120 316,428,972 44,113,525 10,006,709 1,444 386 823,335 5,726 97 480,990,694 172,413,987 300,072,586 37,334,315 9,471,631 1,409 350 776,192 5,240 72 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 925,457,176 799,615 929,490,280 830,988 1,000,283,213 783,263 Foreign institutions and individuals 2003 Number of shareholders 20.7% 48.1% Number of shares held Number of shareholders Japanese securities firms Other Japanese corporations Japanese individuals and others 27.0% 39.4% 2005 Number of shares held Japanese financial institutions 35.8% 2004 Number of shareholders 2005 Number of shares held 30.5% 5.6% 1.1% 34.0% 4.8% 1.1% 3.7% 1.0% 17.2% 30.0% Stock Price Range and Trading Volume on the Tokyo Stock Exchange Years ended March 31 Nikkei stock average Closing price of Sony Corporation stock Subsidiary tracking stock Stock price and Nikkei stock average (Yen) 25,000 20,000 15,000 10,000 5,000 Trading volume (Million shares) 0 200 100 0 2001 Notes: 1. 2. 3. 4. 2002 2003 2004 2005 This trading volume shows the monthly volume of trade on the Tokyo Stock Exchange. Each fiscal year starts in April and ends in March. Stock prices and the Nikkei stock average is based on a simple average of daily closing prices for each day of every month at the Tokyo Stock Exchange. Stock prices have been adjusted to reflect the two-for-one stock split completed on May 19, 2000. On June 20, 2001, Sony issued 3,072,000 shares of subsidiary tracking stock. Years ended March 31 2001 Stock price (Yen) At year-end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual increase/decrease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,900 15,100 7,510 –38.6.% 2002 6,700 10,340 3,960 –24.7.% 2003 2004 2005 4,200 7,530 4,070 –37.3.% 4,360 4,670 2,720 +3.8.% 4,270 4,710 3,550 –2.1.% Number of shares outstanding at year-end (thousands of shares) . . . . . . . . . 919,617 919,744 922,385 926,418 997,211 Market capitalization at year-end (Yen in trillions) . . . . . . . . . . . . . . . . . . . . . . 8.18. 6.16. 3.87. 4.04. 4.26. Per share of common stock data (Yen) Cash dividends applicable to the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Income (diluted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.0. 19.28. 2,521.19. 25.0. 16.67. 2,570.31. 25.0. 118.21. 2,466.81. 25.0. 89.03. 2,563.67. 25.0. 162.59. 2,872.21. Note: Stock prices and per share data have been adjusted to reflect the two-for-one stock split completed on May 19, 2000. However, no adjustment to reflect such stock split has been made to the number of shares outstanding at the year ended March 31, 2000. Stock price data are based on daily closing prices. 130 Sony Corporation BH6/30 Page 130 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC Stock Acquisition Rights and Bond Information As of March 31, 2005 Stock Acquisition Rights (SARs) Name The first series of common stock acquisition rights The second series of subsidiary tracking stock acquisition rights The third series of common stock acquisition rights The fourth series of common stock acquisition rights The fifth series of subsidiary tracking stock acquisition rights The sixth series of common stock acquisition rights The seventh series of common stock acquisition rights The eighth series of subsidiary tracking stock acquisition rights The ninth series of common stock acquisition rights Date of issue (Exercise period) Total number of SARs to be issued December 9, 2002 (December 8, 2012) December 9, 2002 (December 8, 2012) March 31, 2003 (March 31, 2013) November 14, 2003 (November 13, 2013) November 14, 2003 (November 13, 2013) March 31, 2004 (March 31, 2014) November 18, 2004 (November 17, 2014) November 18, 2004 (November 17, 2014) March 31, 2005 (March 31, 2015) 12,004 Exercise price Outstanding balance Percentage of SARs exercised (%) ¥5,396.00 12,004 0 455 ¥1,008.00 455 0 14,475 U.S.$36.57 14,201 1.9 13,978 ¥4,101.00 13,978 0 455 ¥ 815.00 455 0 12,236 U.S.$40.90 12,236 0 14,242 ¥3,782.00 14,242 0 455 ¥1,259.00 455 0 10,094 U.S.$40.34 10,094 0 Note: Stock acquisition rights numbers 1 through 9 were issued at no cost for the purpose of granting stock options. The number of shares to be issued upon exercise of each stock acquisition right is 100. Convertible Bonds Name Date of issue Interest rate (%) Total amount of issue Conversion price Outstanding balance (Percentage of bonds converted) Euroyen-denominated notes with convertible bond-type stock acquisition rights and conversion restrictions U.S. dollar convertible bonds December 18, 2003 5 0 ¥250,000.million ¥ 5,605.0 April 17, 2000 10 0 U.S.$57,331.thousand ¥13,220.0 U.S. dollar convertible bonds April 16, 2001 10 0 U.S.$77,056.thousand ¥ 8,814.0 U.S. dollar convertible bonds December 17, 2001 5 0 U.S.$57,307.thousand ¥5,952.23 U.S. dollar convertible bonds April 15, 2002 10 0 U.S.$67,297.thousand ¥ 6,931.0 ¥250,000.million (0%) U.S.$47,665.thousand (0%) U.S.$53,307.thousand (0%) U.S.$56,492.thousand (0%) U.S.$43,073.thousand (0%) Years Notes: 1. The stock acquisition rights of the bonds with stock acquisition rights (principal amount of ¥250 billion) cannot be detached from the bonds, and the exercise of a stock acquisition right causes the corresponding bond to be canceled in lieu of a cash payment for purchase of shares. Due to this close interrelation between the bonds and stock acquisition rights, and in consideration of the value of the stock acquisition rights and the economic value obtainable by issuing the bonds with the coupon, issue price and other terms of the issue, the stock acquisition rights are issued at no cost. 2. All U.S. dollar convertible bonds were issued to provide equity-based compensation to certain executives in Sony’s U.S. subsidiary companies. All U.S. dollar convertible bonds were issued for distribution to certain executives in Sony Corporation’s U.S. subsidiary companies as an equity-based incentive plan. Although the conversion ratio is 0% for all these bonds, the value of bonds issued does not match the outstanding balance of bonds because Sony Corporation purchased and canceled a portion of these warrants that were not used for the incentive plan. 3. The fourth series of unsecured convertible bonds (outstanding balance: ¥5,008 million) was redeemed at maturity on March 31, 2005.. Bonds with Warrants Name The seventh series of unsecured bonds with warrants The tenth series of unsecured bonds with warrants The thirteenth series of unsecured bonds with warrants The fourteenth series of unsecured bonds with warrants for shares of subsidiary tracking stock Date of issue Years Interest rate (%) Total amount of issue Conversion price Outstanding balance (Percentage of warrants exercised) August 23, 1999 6 0.1 ¥ 4,000 million ¥ 7,166.5 October 19, 2000 6 1.55 ¥12,000 million ¥12,457.0 December 21, 2001 6 0.9 ¥ 7,300 million ¥ 6,039.0 December 21, 2001 6 0.9 ¥ ¥ 3,300.0 ¥ 4,000 million (0%) ¥11,490 million (0%) ¥ 6,920 million (0%) ¥ 150 million (0%) 150 million Notes: 1. All bonds with warrants were issued for distribution to the directors and other executives of Sony Corporation as an equity-based incentive plan. The fourteenth series of unsecured bonds with warrants for shares of subsidiary tracking stock was issued for distribution to the directors and other executives of Sony Communication Network. Regarding the tenth series of unsecured bonds with warrants and the thirteenth series of unsecured bonds with warrants, Sony Corporation canceled a portion of the warrants that were not used for the incentive plan. As a result, although the exercise ratio is 0% for both issues, the value of bonds issued does not match the outstanding balance of warrants. 2. The sixth series of unsecured bonds with warrants (¥4,000 million) was redeemed at maturity on August 17, 2004. Straight Bonds Name The sixth (2) series of unsecured bonds The seventh (2) series of unsecured bonds The eighth (2) series of unsecured bonds The eighth series of unsecured bonds The ninth series of unsecured bonds The eleventh series of unsecured bonds The twelfth series of unsecured bonds Date of issue Years Interest rate (%) Total amount of issue Outstanding balance October 23, 1998 July 26, 2000 July 26, 2000 September 13, 2000 September 13, 2000 September 17, 2001 September 17, 2001 7 7 10 5 10 5 10 2.00 1.99 (Note 2) 1.42 2.04 0.64 1.52 ¥ 15,000 million ¥ 15,000 million ¥ 5,000 million ¥100,000 million ¥ 50,000 million ¥100,000 million ¥ 50,000 million ¥ 15,000 million ¥ 15,000 million ¥ 4,900 million ¥100,000 million ¥ 50,000 million ¥100,000 million ¥ 50,000 million Notes: 1. Sony Corporation assumed responsibility for the sixth (2) series of unsecured bonds, the seventh (2) series of unsecured bonds and the eighth (2) series of unsecured bonds as a result of its merger with AIWA Corporation. Sony Corporation repurchased and canceled ¥100 million of the eighth (2) series of unsecured bonds. 2. The interest rate of the eighth (2) series of unsecured bonds is calculated by subtracting 2-year interest rate swap from 20-year interest rate swap and then adding 1.00%. (If the result of this calculation is negative, the interest rate is 0%.) Sony Corporation 131 BH6/30 Page 131 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC Investor Information SONY CORPORATION 7-35, Kitashinagawa 6-chome, Shinagawa-ku Tokyo 141-0001, Japan Phone: 81-(0)3-5448-2111 Facsimile: 81-(0)3-5448-2244 DEPOSITARY, TRANSFER AGENT AND REGISTRAR FOR AMERICAN DEPOSITARY RECEIPTS JPMorgan Chase Bank 270 Park Avenue, New York, NY 10017-2070 INVESTOR RELATIONS OFFICES If you have any questions or would like a copy of our Form 20-F, filed with the U.S. Securities and Exchange Commission, or our annual report to shareholders, please direct your request to: ■ ■ ■ ■ Japan SONY CORPORATION IR Office 7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo 141-0001 Phone: 81-(0)3-5448-2180 Facsimile: 81-(0)3-5448-2183 U.S.A. SONY CORPORATION OF AMERICA Investor Relations 550 Madison Avenue, 27th Floor New York, NY 10022-3211 Phone: U.S. and Canada 800-556-3411 International 1-402-573-9867 Facsimile: 1-212-833-6938 U.K. SONY GLOBAL TREASURY SERVICES PLC. Investor Relations 11th Floor, St. Helens, 1 Undershaft London EC3A 8EE Phone: 44-(0)20-7444-9713 Facsimile: 44-(0)20-7444-9763 SONY ON THE INTERNET Sony’s Investor Relations Home Pages on the World Wide Web offer a wealth of corporate information, including the latest annual report and financial results. http://www.sony.net/IR/ ORDINARY GENERAL MEETING OF SHAREHOLDERS The Ordinary General Meeting of Shareholders is held in June in one of the wards of Tokyo or in the city of Yokohama in Kanagawa Prefecture, Japan. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ChuoAoyama PricewaterhouseCoopers Tokyo, Japan Contact Address: JPMorgan Service Center JPMorgan Chase Bank P.O. Box 43013 Providence, RI 02940-3013 Phone: U.S. 800-360-4522 International 1-781-575-4328 CO-TRANSFER AND CO-REGISTRAR AGENT CIBC Mellon Trust Company 2001 University Street, 16th Floor, Montreal, Quebec, H3A 2A6, Canada Phone: 1-514-285-3600 TRANSFER AGENT OF COMMON SHARES HANDLING OFFICE UFJ Trust Bank Limited Corporate Agency Department 10-11, Higashisuna 7-chome, Koto-ku, Tokyo 137-8081, Japan Phone: 81-(0)3-5683-5111 OVERSEAS STOCK EXCHANGE LISTINGS New York, Pacific, Chicago, Toronto, London, Paris, Frankfurt, Düsseldorf, Brussels, Vienna and Swiss stock exchanges JAPANESE STOCK EXCHANGE LISTINGS Tokyo and Osaka stock exchanges NUMBER OF SHAREHOLDERS (As of March 31, 2005) 783,263 Information regarding CSR (Corporate Social Responsibility) Sony’s CSR and Environmental Activities Report and information about Sony CSR and environmental activities can be accessed at the following web site. http://www.sony.net/csr/ Inquiries concerning the aforementioned activities can be directed to: Sony Corporation Social and Environmental Affairs, Compliance Office Phone: 81-(0)3-5448-3533 Facsimile: 81-(0)3-5448-7838 132 Sony Corporation BH6/30 Page 132 05.7.7, 3:32 AM Adobe PageMaker 6.0J/PPC Motion pictures and artwork © 2005 Sony Pictures Entertainment Inc. All rights reserved. SONY AR-E0629 Page 37 Printed on 100% recycled paper. Printed using VOC (volatile organic compound)-free vegetable oil-based ink. 05.7.6, 2:16 PM Adobe PageMaker 6.0J/PPC