Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of November 2011
Commission File Number: 001-06439
SONY CORPORATION
(Translation of registrant’s name into English)
7-1, KONAN 1-CHOME, MINATO-KU, TOKYO 108-0075, JAPAN
(Address of principal executive offices)
The registrant files annual reports under cover of Form 20-F.
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F,
Form 20-F þ                    Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934, Yes  o   No  þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-                    
 
 
 

 
 

 

 







Quarterly Securities Report
For the three months ended September 30, 2011

(TRANSLATION)


 
 

 

Sony Corporation
 
 

 
 

 

CONTENTS

 
   
  
Page
     
Note for readers of this English translation
Cautionary Statement
 
1
1
       
I
Corporate Information
 
2
 
(1)     Selected Consolidated Financial Data
  
2
 
(2)     Business Overview
 
3
       
II
State of Business
 
4
 
(1)     Risk Factors
 
4
 
(2)     Material Contracts
 
5
 
(3)     Management’s Discussion and Analysis of Financial Condition, Results of Operations and
Status of Cash Flows
 
5
       
III
Company Information
 
9
 
(1)     Information on the Company’s Shares
 
9
 
(2)     Directors and Corporate Executive Officers
 
12
       
IV
Financial Statements
  
13
 
(1)     Consolidated Financial Statements
 
14
 
(2)     Other Information
 
37

 
 

 
 
Note for readers of this English translation
On November 14, 2011, Sony Corporation (the “Company” or “Sony Corporation”) filed its Japanese-language Quarterly Securities Report (Shihanki Houkokusho) for the three months ended September 30, 2011 with the Director-General of the Kanto Local Finance Bureau in Japan pursuant to the Financial Instruments and Exchange Act of Japan.  This document is an English translation of the Quarterly Securities Report in its entirety, except for (i) information that had been previously filed with or submitted to the U.S. Securities and Exchange Commission (the “SEC”) in a Form 20-F, Form 6-K or any other form and (ii) a description of differences between generally accepted accounting principles in the U.S. (“U.S. GAAP”) and generally accepted accounting principles in Japan (“J-GAAP”), which are required to be described in the Quarterly Securities Report under the Financial Instruments and Exchange Act of Japan if the Company prepares its financial statements in conformity with accounting principles other than J-GAAP.

Cautionary Statement
Statements made in this translation with respect to the current plans, estimates, strategies and beliefs and other statements of the Company and its consolidated subsidiaries (collectively “Sony”) 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,” “intend,” “seek,” “may,” “might,” “could” or “should,” 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, judgments 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 forward-looking 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 and the economic conditions in Sony’s markets, particularly levels of consumer spending; (ii) foreign exchange rates, particularly between the yen and the U.S. dollar, the euro and other currencies in which Sony makes significant sales and incurs production costs, or in which Sony’s assets and liabilities are denominated; (iii) Sony’s ability to continue to design and develop and win acceptance of, as well as achieve sufficient cost reductions for, its products and services, including LCD televisions and game platforms, which are offered in highly competitive markets characterized by continual new product and service introductions, rapid development in technology and subjective and changing consumer preferences; (iv) Sony’s ability and timing to recoup large-scale investments required for technology development and production capacity; (v) Sony’s ability to implement successful business restructuring and transformation efforts under changing market conditions; (vi) Sony’s ability to implement successful hardware, software, and content integration strategies for all segments excluding the Financial Services segment, and to develop and implement successful sales and distribution strategies in light of the Internet and other technological developments; (vii) Sony’s continued ability to devote sufficient resources to research and development and, with respect to capital expenditures, to prioritize investments correctly (particularly in the Consumer Products & Services and the Professional, Device & Solutions segments); (viii) Sony’s ability to maintain product quality; (ix) the effectiveness of Sony’s strategies and their execution, including but not limited to the success of Sony’s acquisitions, joint ventures and other strategic investments; (x) Sony’s ability to forecast demands, manage timely procurement and control inventories; (xi) the outcome of pending legal and/or regulatory proceedings; (xii) shifts in customer demand for financial services such as life insurance and Sony’s ability to conduct successful asset liability management in the Financial Services segment; (xiii) the impact of unfavorable conditions or developments (including market fluctuations or volatility) in the Japanese equity markets on the revenue and operating income of the Financial Services segment; and (xiv) risks related to catastrophic disasters or similar events, including the Great East Japan Earthquake and its aftermath as well as the October 2011 floods in Thailand.  Risks and uncertainties also include the impact of any future events with material adverse impact.
 
 
 
- 1 -

 

I       Corporate Information
(1) Selected Consolidated Financial Data
 
 
Yen in millions, Yen per share amounts
 
Six months Ended
September 30, 2010
Six months Ended
September 30, 2011
Fiscal year Ended
March 31, 2011
Sales and operating revenue
3,394,201     
3,069,910     
7,181,273     
Operating income
135,667     
25,865     
199,821     
Income before income taxes
141,620     
23,214     
205,013     
Net income (loss) attributable to Sony Corporation’s stockholders
56,883     
(42,479)     
(259,585)     
Comprehensive income (loss)
(72,909)     
(166,243)     
(359,727)     
Total equity
3,218,894     
2,777,826     
2,936,579     
Total assets
13,009,766     
12,869,832     
12,924,988     
Net income (loss) attributable to Sony Corporation’s stockholders per share of common stock, basic (yen)
56.68     
(42.33)     
(258.66)     
Net income (loss) attributable to Sony Corporation’s stockholders per share of common stock, diluted (yen)
56.61     
(42.33)     
(258.66)     
Ratio of stockholders’ equity to total assets (%)
22.1     
18.4     
19.7     
Net cash provided by operating activities
112,829     
149,312     
616,245     
Net cash used in investing activities
(421,333)     
(417,735)     
(714,439)     
Net cash provided by (used in) financing activities
17,130     
23,950     
(10,112)     
Cash and cash equivalents at end of the period
837,212     
719,020     
1,014,412     

 
Yen in millions, Yen per share amounts
 
Three months Ended
September 30, 2010
Three months Ended
September 30, 2011
 
Sales and operating revenue
1,733,152     
1,574,989     
 
Net income (loss) attributable to Sony Corporation’s stockholders
31,146     
(26,977)     
 
Net income (loss) attributable to Sony Corporation’s stockholders per share of common stock, basic (yen)
31.04     
(26.88)     
      

Notes:
1.  
The Company’s consolidated financial statements are prepared in conformity with U.S. GAAP.
2.  
The Company reports equity in net income (loss) of affiliated companies as a component of operating income.
3.  
Consumption taxes are not included in sales and operating revenue.
4.  
Total equity is presented based on U.S. GAAP.
5.  
Ratio of stockholders’ equity to total assets is calculated by using total equity attributable to the stockholders of the Company.
6.  
The Company prepares consolidated financial statements.  Therefore parent-only selected financial data is not presented.

 
- 2 -

 

(2) Business Overview
There was no significant change in the business of Sony during the six months ended September 30, 2011.

Sony realigned its reportable segments effective from the first quarter of the fiscal year ending March 31, 2012.  For further information on the realignment, please refer to “IV Financial Statements – Notes to Consolidated Financial Statements – 8. Business segment information.”

As of September 30, 2011, the Company had 1,308 subsidiaries and 96 affiliated companies, of which 1,276 companies are consolidated subsidiaries (including variable interest entities) of the Company.  The Company has applied the equity accounting method for 88 affiliated companies.


 

 

 

 

 
 
- 3 -

 

II            State of Business
 
(1) Risk Factors
 
Note for readers of this English translation:
 
Except for the revised estimate of restructuring charges for the fiscal year ending March 31, 2012 discussed in the risk factor below, there was no significant change from the information presented in the Risk Factors section of the Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2011.  The changes are indicated by underline below.  Any forward-looking statement included in the descriptions below is based on the current judgment of management.

URL: The Annual Report on Form 20-F filed with the SEC on June 28, 2011
http://www.sec.gov/Archives/edgar/data/313838/000095012311062283/k02583e20vf.htm
 
Sony’s business restructuring and transformation efforts are costly and may not attain their objectives.

Sony continued to implement restructuring initiatives in the fiscal year ended March 31, 2011 that focused on a review of the Sony group’s investment plan, the realignment of its manufacturing sites, the reallocation of its workforce, and headcount reductions. As a result of these restructuring initiatives, a total of 67.1 billion yen in restructuring charges has been recorded in the fiscal year ended March 31, 2011.  While Sony anticipates recording approximately 50 billion yen of restructuring charges for the fiscal year ending March 31, 2012, significant additional or future restructuring charges may be recorded due to reasons such as the impact of economic downturns or exiting from unprofitable businesses.  Restructuring charges are recorded in cost of sales, selling, general and administrative expenses and loss (gain) on sale, disposal or impairment of assets and other (net) and thus initially adversely affect Sony’s operating income (loss) and net income (loss) attributable to Sony’s stockholders.  Sony plans to continue rationalizing its manufacturing operations, shifting and consolidating manufacturing to lower-cost countries, increasing the utilization of OEMs and ODMs and outsourcing its support functions and information processing operations to external partners.  In addition, Sony continues to undertake business process optimization and enhance profitability through four horizontal platforms for (i) global sales and marketing, (ii) manufacturing, logistics, procurement and customer services, (iii) R&D, and (iv) common software development functions.

Due to internal or external factors, efficiencies and cost savings from the above-mentioned restructuring and transformation initiatives may not be realized as scheduled and, even if those benefits are realized, Sony may not be able to achieve the level of profitability expected due to market conditions worsening beyond expectations.  Such possible internal factors may include, for example, changes in restructuring and transformation plans, an inability to implement the initiatives effectively with available resources, an inability to coordinate effectively across different business groups, delays in implementing the new business processes or strategies, or an inability to effectively manage and monitor the post-transformation performance of the operation. Possible external factors may include, for example, increased burdens from regional labor regulations, labor union agreements and Japanese customary labor practices that may prevent Sony from executing its restructuring initiatives as planned.  The inability to fully and successfully implement restructuring and transformation programs may adversely affect Sony’s operating results and financial condition.  Additionally, operating cash flows may be reduced as a result of the payment for restructuring charges.

 
- 4 -

 

 (2) Material Contracts
Sony executed a license agreement with One-Blue, LLC on July 1, 2011 in connection with certain patents that relate to technologies specified in the Blu-ray Disc specification, and therefore changed the description of “Material Contracts” in the Securities Report for the fiscal year ended March 31, 2011 (Yukashoken Houkokusho) filed on June 28, 2011, as follows.  The change during the current quarter is indicated below by underline.  Except for the license agreement, there were no material contracts executed during the three months ended September 30, 2011.

“Certain licenses are important to Sony’s business, such as those for optical disc-related and Digital TV products.  With respect to optical disc-related products, Sony products that employ DVD player functions, including PS3 and PS2 hardware, are substantially dependent upon certain patents that relate to technologies specified in the DVD specification and are licensed by MPEG LA LLC, Dolby Laboratories Licensing Corporation and Nissim Corp.  Sony products that employ Blu-ray Disc player functions, including PS3 hardware, and that also employ DVD player functions, are substantially dependent upon certain patents that relate to technologies specified in the Blu-ray Disc specification and are licensed by MPEG LA LLC, AT&T Inc. and One-Blue, LLC, in addition to the patents that relate to technologies specified in the DVD specification, as described above.  Sony’s Digital TV products are substantially dependent upon certain patents that relate to technologies specified in the Digital TV specification and are licensed by Thomson Licensing Inc.  Sony considers its overall license position beneficial to its operations.”
 
Note for readers of this English translation:
Excluding the above, there was no significant change from the information presented in the Annual Report on Form 20-F (“Patents and Licenses” in item 4) filed with the SEC on June 28, 2011.

URL: The Annual Report on Form 20-F filed with the SEC on June 28, 2011
http://www.sec.gov/Archives/edgar/data/313838/000095012311062283/k02583e20vf.htm


(3) Management’s Discussion and Analysis of Financial Condition, Results of Operations and Status of Cash Flows
 
i) Results of Operations
 
Note for readers of this English translation:

Except for information specifically included in this English translation, this document omits certain information set out in the Japanese-language Quarterly Securities Report for the three-month period ended September 30, 2011, since it is the same as described in the press release previously submitted to the SEC.  Please refer to “Consolidated Financial Results for the Second Quarter Ended September 30, 2011” submitted to the SEC on Form 6-K on November 2, 2011.

URL: The press release titled “Consolidated Financial Results for the Second Quarter Ended September 30, 2011”
http://www.sec.gov/Archives/edgar/data/313838/000115752311006268/a50049647.htm
 
 
- 5 -

 
 
Foreign Exchange Fluctuations and Risk Hedging
 
Note for readers of this English translation:
 
Even though foreign exchange rates have fluctuated, there was no significant change in risk hedging policy from the description in the Annual Report on Form 20-F filed with the SEC on June 28, 2011.

URL: The Annual Report on Form 20-F filed with the SEC on June 28, 2011
http://www.sec.gov/Archives/edgar/data/313838/000095012311062283/k02583e20vf.htm

Status of Cash Flows
 
Note for readers of this English translation:
 
Except for information specifically included in this English translation, this document omits certain information set out in the Japanese-language Quarterly Securities Report for the three-month period ended September 30, 2011, since it is the same as described in the press release previously submitted to the SEC.  Please refer to “Consolidated Financial Results for the Second Quarter Ended September 30, 2011” submitted to the SEC on Form 6-K on November 2, 2011.

URL: The press release titled “Consolidated Financial Results for the Second Quarter Ended September 30, 2011”
http://www.sec.gov/Archives/edgar/data/313838/000115752311006268/a50049647.htm
 
ii) Issues Facing Sony and Management’s Response to those Issues
 
Note for readers of this English translation:
Excluding the matters mentioned below, there was no significant change from the information presented as the Issues Facing Sony and Management’s Response to those Issues in the Trend Information section of the Annual Report on Form 20-F filed with the SEC on June 28, 2011.  Any forward-looking statement included in the descriptions below is based on the current judgment of management.

URL: The Annual Report on Form 20-F filed with the SEC on June 28, 2011
http://www.sec.gov/Archives/edgar/data/313838/000095012311062283/k02583e20vf.htm
 
The world economy currently faces lingering concerns surrounding the downturn of economic conditions in developed countries due to high unemployment and housing issues in the United States, the debt crisis in Europe, and concern over weakening export growth to Europe and the U.S. by emerging economies, resulting in a heightened sense of uncertainty regarding the future.  To respond to these challenges, particularly in the CPS and PDS segments, Sony is implementing measures to reform its operational structure with priority on speed and profitability.

Regarding the television business, in the mid-range plan announced in November 2009, Sony outlined plans to create a structure under which it could attain a market share of 20%, or 40 million unit sales in the fiscal year ending March 31, 2013, based on the expectation that the LCD TV market would continue its high level of growth.  However, since then, market conditions have changed drastically, with overall industry growth slowing, and developed countries experiencing negative growth, especially in the U.S. and Europe where economic conditions have deteriorated.  Furthermore, while there was an LCD panel shortage at the time of the mid-range plan announcement, there is now a surplus of LCD panels in the market.  In light of these changes, Sony is revising its forecasted global unit sales to 20 million in the fiscal year ending March 31, 2012 and implementing a series of measures with the goal of establishing a stable business platform from which Sony aims to generate profit even with this reduced sales volume.  Specifically, as was presented on November 2, 2011, the following measures are planned to improve profitability.  First, Sony is implementing measures to reduce LCD panel costs.  Second, Sony plans to enhance product competitiveness and reform operations to improve marginal profit ratio.  For this purpose, Sony plans to focus on improving model mix in developed countries, while aiming to expand Sony’s business in developing nations at a greater than market growth rate through enhancing models designed specifically for the needs of those regions, which we expect will result in further profitability improvement.  In the area of supply chain management, new systems are being introduced with the aim of further reducing inventory turnover.  Further, Sony aims to deploy unique technology such as super-resolution high image quality engines and accelerate the development of a next generation TV.  Additionally, Sony plans to increase added value of TV by providing consumers with an integrated user experience across multiple devices and network services.  Third, Sony plans to implement a reduction of selling, general and administrative expenses at sales companies, improve R&D efficiency and reduce indirect costs.  Through these measures, Sony is endeavoring to return the television business to profitability in the near term.

 
- 6 -

 
On October 27, 2011, Sony and Telefonaktiebolaget LM Ericsson (“Ericsson”) agreed that Sony will acquire Ericsson’s 50 percent stake in Sony Ericsson Mobile Communications AB (“Sony Ericsson”), making the mobile handset business a wholly-owned subsidiary of Sony.  During the past ten years the mobile market has shifted focus from simple mobile phones to rich smartphones that include access to internet services and content.  The transaction is a logical strategic step that takes into account the nature of this evolution and its impact on the marketplace.  The transaction gives Sony an opportunity to rapidly integrate smartphones into its broad array of network-connected consumer electronics devices – including tablets, televisions and personal computers – for the benefit of consumers and the growth of its business.  The transaction also provides Sony with a broad intellectual property (IP) cross-licensing agreement covering all products and services of Sony as well as ownership of five essential patent families relating to wireless handset technology.  Sony believes that this acquisition will afford operational efficiencies in engineering, network development and marketing, among other areas.

Due to direct damage from inundation of Sony’s manufacturing facilities and difficulty in procuring parts and components resulting from the floods in Thailand in October 2011, Sony’s business operations are being negatively impacted primarily due to temporary cessation of production at several manufacturing facilities and postponement of certain product launches.  The site with the largest damage, located in Ayuthaya, temporarily transferred production of interchangeable single lens cameras and other products to manufacturing facilities located in Chunburi (Thailand), China, and Japan. Sony plans to continue to work for the rapid restoration of production.  Certain domestic and overseas manufacturing sites not directly affected by the disaster have also temporarily reduced operating rates on some production lines to accommodate difficulties with the procurement of raw materials, parts and other supplies.  Sony plans to continue to work for the rapid restoration of disrupted production by reallocating inventory of raw materials and parts within the Sony group, using alternative materials or parts, and expanding sourcing for these materials and parts, among other measures.

iii)  Research and Development
 
Note for readers of this English translation:
Excluding the below, there was no significant change from the information presented as the Research and Development in the Annual Report on Form 20-F filed with the SEC on June 28, 2011.

URL: The Annual Report on Form 20-F filed with the SEC on June 28, 2011
http://www.sec.gov/Archives/edgar/data/313838/000095012311062283/k02583e20vf.htm
 
Research and development costs for the six months ended September 30, 2011 totaled 204.3 billion yen.  There were no significant changes in research and development activities during the period.

(iv) Liquidity and Capital Resources
 
Note for readers of this English translation:
 
Excluding the change of the total amount of the commitment lines (translated into yen) below, there was no significant change from the information presented in the Annual Report on Form 20-F filed with the SEC on June 28, 2011.  The changes are indicated by underline below.  Any forward-looking statement included in the descriptions below is based on the current judgment of management.

URL: The Annual Report on Form 20-F filed with the SEC on June 28, 2011
http://www.sec.gov/Archives/edgar/data/313838/000095012311062283/k02583e20vf.htm
 
- 7 -

 

Sony typically raises funds through straight bonds, CP programs and bank loans (including syndicated loans); however, in the unlikely event Sony could not access liquidity from these sources, Sony can also draw on committed lines of credit from various financial institutions.  Sony has a total, translated into yen, of 733.3 billion yen in committed lines of credit, none of which had been used as of September 30, 2011.  Details of those committed lines of credit are: a 475.0 billion yen committed line of credit contracted with a syndicate of Japanese banks, effective until November 2013; a 1.5 billion U.S. dollar multi-currency committed line of credit also with a syndicate of Japanese banks, effective until December 2013; and a 1.87 billion U.S. dollar multi-currency committed line of credit contracted with a syndicate of global banks, effective until April 2012; in all of which Sony Corporation and its consolidated subsidiary Sony Global Treasury Services Plc are defined as the borrowers.  These contracts are aimed at securing sufficient liquidity by enabling Sony to raise funds in a quick and stable manner even in the event of financial and capital market turmoil similar to that which occurred in the period following the fall of 2008.

(v) Property, Plant and Equipment
 
On April 1, 2011, Sony Semiconductor Kyushu Corporation, a wholly owned subsidiary of Sony Corporation, acquired semiconductor fabrication equipment from Toshiba Corporation for 51,083 million yen in order to increase the production capacity for CMOS image sensors in Sony Semiconductor Kyushu Corporation’s Nagasaki Technology Center. Sony Semiconductor Kyushu Corporation has subsequently changed its company name to Sony Semiconductor Corporation, effective November 1, 2011.
 
 
 
 

 


 
- 8 -

 

       Company Information
(1) Information on the Company’s Shares
i) Total Number of Shares
1) Total Number of Shares
Class
Total number of shares authorized to be issued
Common stock
3,600,000,000
Total
3,600,000,000

2) Number of Shares Issued
Class
Number of shares issued
Name of Securities Exchanges where the shares are listed or authorized Financial Instruments Firms Association where the shares are registered
Description
As of the end of the
second quarterly period
(September 30, 2011)
As of the filing date of
the Quarterly
Securities Report
(November 14, 2011)
Common
stock
1,004,638,164
1,004,638,164
Tokyo Stock Exchange
Osaka Securities Exchange
New York Stock Exchange
London Stock Exchange
The number of shares constituting one full unit is one hundred (100).
Total
1,004,638,164
1,004,638,164
Notes:
1.
The Company’s shares of common stock are listed on the First Sections of the Tokyo Stock Exchange and the Osaka Securities Exchange in Japan.
2.
The number of shares issued as of the filing date of this Quarterly Securities Report does not include shares issued upon the exercise of stock acquisition rights (“SARs”) (including the conversion of convertible bonds issued under the former Commercial Code of Japan) during November 2011, the month in which this Quarterly Securities Report (Shihanki Houkokusho) was filed.

ii) Stock Acquisition Rights
Not applicable.
 
Note for readers of this English translation:
The above means that there was no issuance of stock acquisition rights during the three months ended September 30,
2011.


iii) Status of the Exercise of Moving Strike Convertible Bonds
Not applicable.

iv) Description of Rights Plan
Not applicable.


 
- 9 -

 

v) Changes in the Total Number of Shares Issued and the Amount of Common Stock, etc.
Period
Change in the total number
of shares issued
Balance of the total number
of shares issued
Change in
the amount of
common stock
Balance of
the amount of
common stock
Change in the additional
paid-in capital
Balance of the additional
paid-in capital
(Thousands)
(Thousands)
(Yen in Millions)
(Yen in Millions)
(Yen in Millions)
(Yen in Millions)
From July 1 to September 30, 2011
1,004,638
630,923
837,611
Note:
The total number of shares issued, the amount of common stock and the additional paid-in capital did not change during the period from October 1, 2011 to October 31, 2011.
 
 
 
 
 
 
 
 

 
 
- 10 -

 

  vi) Status of Major Shareholders
(As of September 30, 2011)
Name
Address
Number of
shares held
(Thousands)
Percentage
of shares held
to total shares
issued (%)
Moxley and Company *1
(Local Custodian: The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
New York, U.S.A.
(2-7-1, Marunouchi, Chiyoda-ku,
Tokyo)
78,227
7.79
Japan Trustee Services Bank, Ltd. (Trust account) *2
1-8-11, Harumi, Chuo-ku, Tokyo
61,740
6.15
The Master Trust Bank of Japan, Ltd.
(Trust account) *2
2-11-3, Hamamatsu-cho, Minato-ku,
Tokyo
48,608
4.84
SSBT OD05 Omnibus Account - Treaty Clients *3
(Local Custodian: The Hongkong and Shanghai
Banking Corporation Limited)
Sydney, Australia
(3-11-1, Nihonbashi, Chuo-ku,
Tokyo)
23,938
2.38
Japan Trustee Services Bank, Ltd.
(Trust account 9) *2
1-8-11, Harumi, Chuo-ku, Tokyo
18,074
1.80
State Street Bank and Trust Company *3
(Local Custodian: The Hongkong and Shanghai
Banking Corporation Limited)
Boston, U.S.A.
(3-11-1, Nihonbashi, Chuo-ku,
Tokyo)
14,190
1.41
Mellon Bank, N.A. as Agent for its Client Mellon
Omnibus US Pension *3
(Local Custodian: Mizuho Corporate Bank, Ltd.)
Boston, U.S.A.
(4-16-13, Tsukishima, Chuo-ku,
Tokyo)
9,544
0.95
State Street Bank - West Pension Fund Clients - Exempt *3
(Local Custodian: Mizuho Corporate Bank, Ltd.)
Quincy, U.S.A.
(4-16-13, Tsukishima, Chuo-ku,
Tokyo)
9,207
0.92
State Street Bank West Client - Treaty *3
(Local Custodian: Mizuho Corporate Bank, Ltd.)
Quincy, U.S.A.
(4-16-13, Tsukishima, Chuo-ku,
Tokyo)
9,177
0.91
Japan Trustee Services Bank, Ltd.
(Trust account 1) *2
1-8-11, Harumi, Chuo-ku, Tokyo
8,760
0.87
Total
281,467
28.02
Notes:
 
*1.
Moxley and Company is the nominee of JPMorgan Chase Bank, N.A., which is the Depositary for holders of the Company’s American Depositary Receipts (“ADRs”).
*2.
The shares held by each shareholder are held in trust for investors, including shares in securities investment trusts.
*3.
Each shareholder provides depositary services for shares owned by institutional investors, mainly in Europe and North America.  They are also the nominees for these investors.

 
- 11 -

 

vii) Status of Voting Rights
1) Shares Issued
(As of September 30, 2011)
Classification
Number of shares of
common stock
Number of voting rights
(Units)
Description
Shares without voting rights
Shares with restricted voting rights
(Treasury stock, etc.)
Shares with restricted voting rights
(Others)
Shares with full voting rights
(Treasury stock, etc.)
1,055,700
Shares with full voting rights
(Others)
1,001,008,800
10,010,088
Shares constituting less than one full unit
2,573,664
Shares constituting less than
one full unit
(100 shares)
Total number of shares issued
1,004,638,164
Total voting rights held by all shareholders
10,010,088
Note:
Included in “Shares with full voting rights (Others)” under “Number of shares of common stock” are 19,700 shares of common stock held under the name of Japan Securities Depository Center, Incorporated.  Also included in “Shares with full voting rights (Others)” under “Number of voting rights (Units)” are 197 units of voting rights relating to the shares of common stock with full voting rights held under the name of Japan Securities Depository Center, Incorporated.

2) Treasury Stock, Etc.
 
(As of September 30, 2011)
Name of shareholder
Address of shareholder
Number of
shares held
under own name
Number of
shares held
under the names
of others
Total number
of shares held
Percentage of shares
held to total
shares issued
(%)
Sony Corporation
(Treasury stock)
1-7-1, Konan, Minato-ku, Tokyo
1,055,700
1,055,700
0.11
Total
1,055,700
 —
1,055,700
0.11
Note:
In addition to the 1,055,700 shares listed above, there are 300 shares of common stock held in the name of the Company in the register of shareholders that the Company does not beneficially own.  These shares are included in “Shares with full voting rights (Others)” in table 1 “Shares Issued” above.

(2)           Directors and Corporate Executive Officers
There was no change in directors or corporate executive officers in the period from the filing date of the Securities Report (Yukashoken Houkokusho) for the fiscal year ended March 31, 2011 to the filing date of this Quarterly Securities Report (Shihanki Houkokusho).

 
- 12 -

 
 
IV           Financial Statements
 
Page
(1) Consolidated Financial Statements
14
 
(i)
Consolidated Balance Sheets
14
 
(ii)
Consolidated Statements of Income
16
 
(iii)
Consolidated Statements of Cash Flows
18
(2) Other Information
37
 
 
 
 
 
 

 
 
 

 
- 13 -

 
(1) Consolidated Financial Statements

    (i)  Consolidated Balance Sheets (Unaudited)

Sony Corporation and Consolidated Subsidiaries
     
 
Yen in millions
 
At March 31,
2011
At September 30,
2011
ASSETS
   
Current assets:
   
Cash and cash equivalents
1,014,412     
719,020     
Marketable securities
646,171     
582,152     
Notes and accounts receivable, trade
834,221     
790,272     
Allowance for doubtful accounts and sales returns
(90,531)     
(69,344)     
Inventories
704,043     
834,354     
Other receivables
215,181     
255,746     
Deferred income taxes
133,059     
94,848     
Prepaid expenses and other current assets
387,490     
414,200     
     Total current assets
3,844,046     
3,621,248     
        
Film costs
275,389     
267,372     
     
Investments and advances:
   
Affiliated companies
221,993     
178,268     
Securities investments and other
5,670,662     
5,977,249     
 
5,892,655     
6,155,517     
     
Property, plant and equipment:
   
Land
145,968     
141,522     
Buildings
868,615     
823,250     
Machinery and equipment
2,016,956     
1,942,250     
Construction in progress
53,219     
39,095     
 
3,084,758     
2,946,117     
Less – Accumulated depreciation
2,159,890     
2,017,722     
 
924,868     
928,395     
        
Other assets:
   
Intangibles, net
391,122     
367,631     
Goodwill
469,005     
449,708     
Deferred insurance acquisition costs
428,262     
429,454     
Deferred income taxes
239,587     
198,417     
Other
460,054     
452,090     
 
1,988,030     
1,897,300     
     
Total assets
12,924,988     
12,869,832     
(Continued on following page.)

 
- 14 -

 
Consolidated Balance Sheets (Unaudited)


     
 
Yen in millions
 
At March 31,
2011
At September 30,
2011
LIABILITIES
   
Current liabilities:
   
Short-term borrowings
53,737     
123,412     
Current portion of long-term debt
109,614     
268,041     
Notes and accounts payable, trade
793,275     
825,492     
Accounts payable, other and accrued expenses
1,013,037     
945,032     
Accrued income and other taxes
79,076     
80,149     
Deposits from customers in the banking business
1,647,752     
1,644,317     
Other
430,488     
417,537     
     Total current liabilities
4,126,979     
4,303,980     
        
Long-term debt
812,235     
616,855     
Accrued pension and severance costs
271,320     
265,139     
Deferred income taxes
306,227     
306,388     
Future insurance policy benefits and other
4,225,373     
4,403,792     
Other
226,952     
177,889     
Total liabilities
9,969,086     
10,074,043     
Redeemable noncontrolling interest
19,323     
17,963     
Commitments and contingent liabilities
   
     
EQUITY
Sony Corporation’s stockholders’ equity:
Common stock, no par value –
At March 31, 2011–Shares authorized: 3,600,000,000, shares issued: 1,004,636,664
At September 30, 2011–Shares authorized: 3,600,000,000, shares issued: 1,004,638,164
 
 
630,921     
 
 
 
 
630,923     
Additional paid-in capital
1,159,666     
1,159,278     
Retained earnings
1,566,274     
1,511,249     
Accumulated other comprehensive income –
 
 
   Unrealized gains on securities, net
50,336     
62,228     
 Unrealized gains (losses) on derivative instruments, net
(1,589)     
240     
   Pension liability adjustment
(152,165)     
(150,087)     
   Foreign currency translation adjustments
(700,786)     
(840,349)     
 
(804,204)     
(927,968)     
Treasury stock, at cost
   
Common stock
At March 31, 2011–1,051,588 shares
At September 30, 2011–1,055,784 shares
 
(4,670)     
 
 
(4,637)     
 
 
2,547,987
2,368,845
Noncontrolling interests
388,592
408,981
Total equity
2,936,579
2,777,826
     
Total liabilities and equity
12,924,988
12,869,832

The accompanying notes are an integral part of these statements.

 
- 15 -

 
(ii)  Consolidated Statements of Income (Unaudited)

Sony Corporation and Consolidated Subsidiaries
 
 
Yen in millions
 
Six months ended September 30
 
2010
2011
Sales and operating revenue:
   
Net sales
2,967,907     
2,648,136     
Financial services revenue
386,074     
384,262     
Other operating revenue
40,220     
37,512     
 
3,394,201     
3,069,910     
Costs and expenses:
   
Cost of sales
2,236,918     
2,015,546     
Selling, general and administrative
723,165     
665,539     
Financial services expenses
311,851     
330,133     
(Gain) loss on sale, disposal or impairment of assets and other, net
(1,667)     
29,114     
 
3,270,267     
3,040,332     
Equity in net income (loss) of affiliated companies
11,733     
(3,713)     
Operating income
135,667     
25,865     
Other income:
   
Interest and dividends
5,680     
6,615     
Foreign exchange gain, net
17,731     
1,950     
Other
5,884     
5,592     
 
29,295     
14,157     
Other expenses:
   
Interest
11,962     
12,561     
Loss on devaluation of securities investments
6,683     
814     
Other
4,697     
3,433     
 
23,342     
16,808     
Income before income taxes
141,620     
23,214     
Income taxes
64,419     
45,892     
Net income (loss)
77,201     
(22,678)     
Less - Net income attributable to noncontrolling interests
20,318     
19,801     
Net income (loss) attributable to Sony Corporation’s stockholders
56,883     
(42,479)     


 
Yen
 
Six months ended September 30
 
2010
2011
Per share data:
 
-
Net income (loss) attributable to Sony Corporation’s stockholders
   
Basic
56.68     
(42.33)     
Diluted
56.61     
(42.33)     
The accompanying notes are an integral part of these statements.

 
- 16 -

 
Consolidated Statements of Income (Unaudited)

Sony Corporation and Consolidated Subsidiaries

 
 
Yen in millions
 
Three months ended September 30
 
2010
2011
Sales and operating revenue:
   
Net sales
1,494,434     
1,372,196     
Financial services revenue
219,476     
183,359     
Other operating revenue
19,242     
19,434     
       
1,733,152     
1,574,989     
Costs and expenses:
   
Cost of sales
1,127,627     
1,041,977     
Selling, general and administrative
363,395     
345,393     
Financial services expenses
175,751     
158,485     
(Gain) loss on sale, disposal or impairment of assets and other, net
2,797     
31,891     
 
1,669,570     
1,577,746     
Equity in net income of affiliated companies
5,069     
1,122     
Operating income (loss)
68,651     
(1,635)     
Other income:
   
Interest and dividends
2,467     
2,341     
Foreign exchange gain, net
3,800     
5,585     
Other
2,970     
3,274     
 
9,237     
11,200     
Other expenses:
   
Interest
5,860     
6,449     
Loss on devaluation of securities investments
6,682     
536     
Other
2,637     
2,485     
 
15,179     
9,470     
Income before income taxes
62,709     
95     
Income taxes
20,746     
18,358     
Net income (loss)
41,963     
(18,263)     
Less - Net income attributable to noncontrolling interests
10,817     
8,714     
Net income (loss) attributable to Sony Corporation’s stockholders
31,146     
(26,977)     


 
Yen
 
Three months ended September 30
 
2010
2011
Per share data:
 
-
Net income (loss) attributable to Sony Corporation’s stockholders
   
Basic
31.04     
(26.88)     
Diluted
31.00     
(26.88)     
The accompanying notes are an integral part of these statements.

 
- 17 -

 
(iii)  Consolidated Statements of Cash Flows (Unaudited)
Sony Corporation and Consolidated Subsidiaries
 
 
Yen in millions
 
Six months ended September 30
 
2010
2011
Cash flows from operating activities:
   
 Net income (loss)
77,201     
(22,678)     
 Adjustments to reconcile net income (loss) to net cash
   
provided by operating activities –
   
Depreciation and amortization, including amortization
    of deferred insurance acquisition costs
167,675     
161,566     
Amortization of film costs
106,755     
77,394     
 Stock-based compensation expense
970     
1,165     
    Accrual for pension and severance costs, less payments
(9,274)     
127     
    (Gain) loss on sale, disposal or impairment of assets and other, net
(1,667)     
29,114     
Loss on devaluation of securities investments
6,683     
814     
 Loss on revaluation of marketable securities held in the financial service business for trading purpose, net
22,361     
24,513     
Loss on revaluation or impairment of securities investments held in the financial service business, net
2,917     
8,770     
    Deferred income taxes
(5,794)     
(15,759)     
Equity in net (income) losses of affiliated companies, net of dividends
(11,721)     
19,078     
    Changes in assets and liabilities:
   
     (Increase) decrease in notes and accounts receivable, trade
31,848     
(26,568)     
     Increase in inventories
(333,527)     
(197,318)     
     Increase in film costs
(110,586)     
(91,296)     
     Increase in notes and accounts payable, trade
165,059     
75,387     
     Increase in accrued income and other taxes
7,793     
10,265     
     Increase in future insurance policy benefits and other
115,758     
140,622     
     Increase in deferred insurance acquisition costs
(33,775)     
(35,172)     
     Increase in marketable securities held in the
financial service business for trading purpose
(13,559)     
(16,304)     
     Increase in other current assets
(193,314)     
(91,790)     
     Increase in other current liabilities
35,373     
16,539     
    Other
85,653     
80,843     
          Net cash provided by operating activities
112,829     
149,312     

(Continued on following page.)

 
- 18 -

 
Consolidated Statements of Cash Flows (Unaudited)


     
 
Yen in millions
 
Six months ended September 30
 
2010
2011
Cash flows from investing activities:
   
 Payments for purchases of fixed assets
(130,919)     
(184,209)     
 Proceeds from sales of fixed assets
6,950     
6,124     
Payments for investments and advances by financial service business
(974,501)     
(503,407)     
Payments for investments and advances (other than financial service business)
(14,977)     
(11,095)     
Proceeds from sales or return of investments and collections of advances
 by financial service business
638,339     
247,931     
Proceeds from sales or return of investments and collections of advances
(other than financial service business)
5,187     
21,344     
Proceeds from sales of businesses
46,067     
2,502     
Other
2,521     
3,075     
          Net cash used in investing activities
(421,333)     
(417,735)     
Cash flows from financing activities:
   
 Proceeds from issuance of long-term debt
796     
839     
 Payments of long-term debt
(113,208)     
(77,737)     
 Increase in short-term borrowings, net
21,119     
77,897     
 Increase in deposits from customers in the financial service business, net
125,987     
42,346     
 Dividends paid
(12,498)     
(12,505)     
 Other
(5,066)     
(6,890)     
          Net cash provided by financing activities
17,130     
23,950     
Effect of exchange rate changes on cash and cash equivalents
(63,022)     
(50,919)     
Net decrease in cash and cash equivalents
(354,396)     
(295,392)     
Cash and cash equivalents at beginning of the fiscal year
1,191,608     
1,014,412     
Cash and cash equivalents at end of the period
837,212     
719,020     
     
The accompanying notes are an integral part of these statements.



 
- 19 -

 

Index to Notes to Consolidated Financial Statements

Sony Corporation and Consolidated Subsidiaries

 
Notes to Consolidated Financial Statements
Page
 
1.
Summary of significant accounting policies
21
 
2.
Marketable securities and securities investments
22
 
3.
Fair value measurements
23
 
4.
Supplemental equity and comprehensive income information
24
 
5.
Acquisitions
25
 
6.
Reconciliation of the differences between basic and diluted EPS
26
 
7.
Commitments, contingent liabilities and other
27
 
8.
Business segment information
29
 
9.
Subsequent events
35


 

 
- 20 -

 

Notes to Consolidated Financial Statements (Unaudited)
Sony Corporation and Consolidated Subsidiaries

 
1. Summary of significant accounting policies
 
Sony Corporation and its subsidiaries in Japan maintain their records and prepare their financial statements in accordance with accounting principles generally accepted in Japan while Sony Corporation’s foreign subsidiaries maintain their records and prepare their financial statements in conformity with accounting principles generally accepted in the countries of their domiciles.  Certain adjustments and reclassifications have been incorporated in the accompanying consolidated financial statements to conform with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except for certain disclosures which have been omitted.

(1)  Recently adopted accounting pronouncements:
 
Goodwill impairment testing for reporting units with zero or negative carrying amounts -
 
In December 2010, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance that modifies the first step of the goodwill impairment test for reporting units with zero or negative carrying amounts.  For those reporting units, an entity is required to perform the second step of the goodwill impairment test if it is more likely than not that a goodwill impairment exists.  In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist.  The qualitative factors are consistent with existing authoritative guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  This guidance is effective for Sony as of April 1, 2011.  The adoption of this guidance did not have a material impact on Sony’s results of operations and financial position.

 
Disclosure of supplementary pro forma information for business combinations -
 
In December 2010, the FASB issued new accounting guidance addressing when a business combination should be assumed to have occurred for the purpose of providing pro forma disclosure.  The new guidance requires disclosure of revenue and income of the combined entity as though the business combination occurred as of the beginning of the comparable prior reporting period.  The guidance also expands the supplemental pro forma disclosure to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.  The guidance is effective for Sony as of April 1, 2011.  Since this guidance impacts disclosures only, its adoption did not have a material impact on Sony’s results of operations and financial position.

(2) 
Accounting methods used specifically for interim consolidated financial statements:
 
Income Taxes -
 
Sony estimates the annual effective tax rate (“ETR”) derived from a projected annual net income before taxes and calculates the interim period income tax provision based on the year-to-date income tax provision computed by applying the ETR to the year-to-date net income before taxes at the end of each interim period.  The income tax provision based on the ETR reflects anticipated income tax credits and net operating loss carryforwards; however, it excludes the income tax provision related to significant unusual or extraordinary transactions.  Such income tax provision is separately reported from the provision based on the ETR in the interim period in which they occur.

(3)  
Out of period adjustment:
 
In the first quarter of the fiscal year ending March 31, 2012, Sony recorded an out of period adjustment to correct an error in the calculation of indirect taxes at a subsidiary.  The indirect tax calculation error began in 2005 and continued until it was identified by Sony in the first quarter of the fiscal year ending March 31, 2012.  The adjustment, substantially all of which related to the Consumer Products & Services segment, impacted net sales, selling, general and administrative expenses and interest expenses and, in the aggregate, decreased income before income taxes in consolidated statements of income by 4,413 million yen for the six months ended September 30, 2011.  Sony determined that the adjustment was not material to the consolidated financial statements for the three and six months ended September 30, 2011 or any prior annual or interim periods, and is not expected to be material to the annual results for the year ending March 31, 2012.

 
- 21 -

 
 
(4)  
Reclassifications:
 
Certain reclassifications of the financial statements for the prior year have been made to conform to the presentation for the interim period ended September 30, 2011. These reclassifications included the separate presentation of other receivables, which were previously included within prepaid expenses and other assets on the consolidated balance sheets. Other receivables includes receivables which related to arrangements with certain component manufacturers whereby Sony procures goods and services, including product components, for these component manufacturers.

2. Marketable securities and securities investments 

Marketable securities and securities investments, mainly included in the Financial Services segment, are comprised of 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, 2011
 
September 30, 2011
   
Cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Fair value
 
Cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Fair value
                                 
Available-for-sale:
                               
Debt securities:
                               
Japanese national government bonds
 
 
1,124,704
 
 
24,032
 
 
(4,971)
 
 
1,143,765
 
 
1,099,309
 
 
56,989
 
 
(987)
 
 
1,155,311
                                 
Japanese local government bonds
 
 
22,845
 
 
184
 
 
(64)
 
 
22,965
 
 
27,233
 
 
181
 
 
(33)
 
 
27,381
                                 
Japanese corporate bonds
 
 
332,567
 
 
1,511
 
 
(440)
 
 
333,638
 
 
318,531
 
 
1,716
 
 
(289)
 
 
319,958
                                 
Foreign corporate bonds
 
332,616
 
4,872
 
(11,368)
 
326,120
 
352,265
 
2,360
 
(16,661)
 
337,964
                                 
Other
 
7,941
 
109
 
(117)
 
7,933
 
22,974
 
626
 
(556)
 
23,044
   
1,820,673
 
30,708
 
(16,960)
 
1,834,421
 
1,820,312
 
61,872
 
(18,526)
 
1,863,658
                                 
Equity securities
 
84,417
 
69,073
 
(3,447)
 
150,043
 
69,421
 
71,635
 
(4,555)
 
136,501
                                 
Held-to-maturity
                               
securities:
                               
Japanese national government bonds
 
 
2,902,342
 
 
22,420
 
 
(48,149)
 
 
2,876,613
 
 
3,096,730
 
 
156,663
 
 
(3,757)
 
 
3,249,636
                                 
Japanese local government bonds
 
 
18,912
 
 
218
 
 
(2)
 
 
19,128
 
 
15,784
 
 
296
 
 
(1)
 
 
16,079
                                 
Japanese corporate bonds
 
 
32,349
 
 
158
 
 
(67)
 
 
32,440
 
 
32,834
 
 
1,502
 
 
(2)
 
 
34,334
                                 
Foreign corporate bonds
 
47,330
 
13
 
(3)
 
47,340
 
39,550
 
11
 
-
 
39,561
 
 
3,000,933
 
22,809
 
(48,221)
 
2,975,521
 
3,184,898
 
158,472
 
(3,760)
 
3,339,610
 
                               
Total
 
4,906,023
 
122,590
 
(68,628)
 
4,959,985
 
5,074,631
 
291,979
 
(26,841)
 
5,339,769
 
 
- 22 -

 

3. Fair value measurements

The fair value of Sony’s assets and liabilities that are measured at fair value on a recurring basis are as follows:

   
Yen in millions
   
At March 31, 2011
   
Level 1
 
Level 2
 
Level 3
 
Total
                 
Assets:
               
Trading securities
 
189,320
 
186,482
 
-
 
375,802
Available-for-sale securities
               
   Debt securities
               
Japanese national government bonds
 
-
 
1,143,765
 
-
 
1,143,765
Japanese local government bonds
 
-
 
22,965
 
-
 
22,965
Japanese corporate bonds
 
-
 
329,057
 
4,581
 
333,638
Foreign corporate bonds
 
-
 
306,070
 
20,050
 
326,120
Other
 
-
 
7,933
 
-
 
7,933
   Equity securities
 
141,408
 
4,667
 
3,968
 
150,043
Other investments *1
 
5,459
 
51
 
70,058
 
75,568
Derivative assets *2
 
-
 
15,110
 
-
 
15,110
Total assets
 
336,187
 
2,016,100
 
98,657
 
2,450,944
Liabilities:
               
Derivative liabilities *2
 
-
 
33,759
 
-
 
33,759
Total liabilities
 
-
 
33,759
 
-
 
33,759

   
Yen in millions
   
At September 30, 2011
   
Level 1
 
Level 2
 
Level 3
 
Total
                 
Assets:
               
Trading securities
 
174,104
 
191,172
 
-
 
365,276
Available-for-sale securities
               
   Debt securities
               
Japanese national government bonds
 
-
 
1,155,311
 
-
 
1,155,311
Japanese local government bonds
 
-
 
27,381
 
-
 
27,381
Japanese corporate bonds
 
-
 
317,243
 
2,715
 
319,958
Foreign corporate bonds
 
-
 
324,822
 
13,142
 
337,964
Other
 
-
 
22,739
 
305
 
23,044
  Equity securities
 
128,181
 
4,397
 
3,923
 
136,501
Other investments *1
 
4,791
 
51
 
61,926
 
66,768
Derivative assets *2
 
-
 
38,518
 
-
 
38,518
Total assets
 
307,076
 
2,081,634
 
82,011
 
2,470,721
Liabilities:
               
Derivative liabilities *2
 
-
 
45,279
 
-
 
45,279
Total liabilities
 
-
 
45,279
 
-
 
45,279

*1 Other investments include certain private equity investments and certain hybrid financial instruments.
*2 Derivative assets and liabilities are recognized and disclosed on a gross basis.
 
- 23 -

 
4. Supplemental equity and comprehensive income information

A reconciliation of the beginning and ending carrying amounts of Sony Corporation’s stockholders’ equity, noncontrolling interests and the total equity for the six months ended September 30, 2010 is as follows:

   
Yen in millions
 
 
Sony Corporation’s
stockholders’ equity
Noncontrolling interests
Total equity
Balance at March 31, 2010
2,965,905     
319,650     
3,285,555     
Exercise of stock acquisition rights
42     
13     
55     
Stock-based compensation
912     
 
912     
Comprehensive income:
     
Net income
56,883     
20,318     
77,201     
Other comprehensive income, net of tax ―
     
Unrealized gains on securities
2,896     
3,301     
6,197     
Unrealized losses on derivative instruments
(1,966)    
 
(1,966)     
Pension liability adjustment
3,505     
 
3,505     
Foreign currency translation adjustments
(134,227)     
(677)     
(134,904)     
Total comprehensive income (loss)
(72,909)     
22,942     
(49,967)     
Dividends declared
(12,544)     
(4,895)     
(17,439)     
Transactions with noncontrolling interests
shareholders and other
(76)     
(146)     
(222)     
Balance at September 30, 2010
2,881,330     
      337,564     
3,218,894     

A reconciliation of the beginning and ending carrying amounts of Sony Corporation’s stockholders’ equity, noncontrolling interests and the total equity for the six months ended September 30, 2011 is as follows:

   
Yen in millions
 
 
Sony Corporation’s
stockholders’ equity
Noncontrolling interests
Total equity
Balance at March 31, 2011
2,547,987     
388,592     
2,936,579     
Exercise of stock acquisition rights
4     
62     
66     
Stock-based compensation
1,110     
 
1,110     
Comprehensive income:
     
Net income (loss)
(42,479)     
19,801     
(22,678)     
Other comprehensive income, net of tax ―
     
Unrealized gains on securities
11,892     
7,203     
19,095     
Unrealized gains on derivative instruments
1,829     
 
1,829     
Pension liability adjustment
2,078     
 
2,078     
Foreign currency translation adjustments
(139,563)     
(1,162)     
(140,725)     
Total comprehensive income (loss)
(166,243)     
25,842     
(140,401)     
Dividends declared
(12,545)     
(6,101)     
(18,646)     
Transactions with noncontrolling interests
shareholders and other
(1,468)     
586     
(882)     
Balance at September 30, 2011
2,368,845     
408,981     
2,777,826     

There was no material effect of changes in Sony Corporation’s ownership interest in its subsidiaries on Sony Corporation’s stockholders’ equity for the six months ended September 30, 2010 and September 30, 2011.

 
- 24 -

 
5. Acquisitions

On April 1, 2011, Sony Semiconductor Kyushu Corporation, a wholly owned subsidiary of Sony Corporation, acquired from Toshiba Corporation (“Toshiba”) for 57,451 million yen semiconductor fabrication equipment and certain related assets. Sony Semiconductor Kyushu Corporation has subsequently changed its company name to Sony Semiconductor Corporation, effective November 1, 2011. Sony's goal in acquiring the assets is to further strengthen its production capacity for CMOS image sensors.

The assets were operated by Nagasaki Semiconductor Manufacturing Corporation (“NSM”), a joint venture among Toshiba, Sony Corporation and Sony Computer Entertainment Inc., a wholly owned subsidiary of Sony Corporation.  Subsequent to the acquisition, Sony entered into a three year sale and leaseback transaction regarding certain of the acquired machinery and equipment with its equity interest affiliate, SFI Leasing Company, Limited, and received proceeds of 50,537 million yen based on the amounts recorded at fair value in the acquisition.  These transactions are included within other in the investing activities section of the consolidated statements of cash flows.

In connection with the acquisition, Toshiba and Sony terminated their NSM joint venture relationship.  Sony also entered into a supply arrangement to manufacture and supply system LSIs to Toshiba for one year following the acquisition.

The following table summarizes the estimated fair values of the assets acquired at the acquisition date.

 
Yen in millions
 
Acquired assets recorded
at fair value
Inventories
4,370
Other current assets
82
Machinery and equipment
51,083
Intangibles
1,223
Other noncurrent assets
693
Total acquired assets
57,451

As the purchase price was fully allocated to identifiable tangible and intangible assets and no liabilities were assumed, there was no goodwill recorded as part of the acquisition.  The unaudited supplemental pro forma results of operations have not been presented because the effect of the acquisition was not material.


 
- 25 -

 
6. Reconciliation of the differences between basic and diluted EPS

Reconciliation of the differences between basic and diluted net income (loss) attributable to Sony Corporation’s stockholders per share (“EPS”) for the six and three months ended September 30, 2010 and 2011 is as follows:

 
Yen in millions
 
Six months ended September 30
 
2010
 
2011
Net income (loss) attributable to Sony Corporation’s
   stockholders for basic and diluted EPS computation
56,883      
 
(42,479)     

 
Thousands of shares
Weighted-average shares outstanding
1,003,547     
 
1,003,577     
Effect of dilutive securities:
     
Stock acquisition rights
163     
 
-     
Convertible bonds
1,141     
 
-     
Weighted-average shares for diluted EPS computation
1,004,851     
 
1,003,577     

 
Yen
Basic EPS
56.68     
 
(42.33)     
Diluted EPS
56.61     
       
(42.33)     

Potential shares of common stock upon the exercise of stock acquisition rights and convertible bonds, which were excluded from the computation of diluted EPS for the six months ended September 30, 2010 and 2011 were 16,902 thousand shares and 19,887 thousand shares, respectively. The potential shares were excluded as anti-dilutive for the six months ended September 30, 2010 since the exercise price for those shares was in excess of the average market value of Sony Corporation’s common stock during the period, and all potential shares were excluded as anti-dilutive for the six months ended September 30, 2011 due to Sony incurring a net loss attributable to Sony Corporation’s stockholders for the period.


 
Yen in millions
 
Three months ended September 30
 
2010
 
2011
Net income (loss) attributable to Sony Corporation’s
   stockholders for basic and diluted EPS computation
31,146     
 
(26,977)     

 
Thousands of shares
Weighted-average shares outstanding
1,003,556     
 
1,003,582     
Effect of dilutive securities:
     
Stock acquisition rights
1     
 
-     
Convertible bonds
1,141     
 
-     
Weighted-average shares for diluted EPS computation
1,004,698     
 
1,003,582     

 
Yen
Basic EPS
31.04     
 
(26.88)     
Diluted EPS
31.00     
       
(26.88)     

Potential shares of common stock upon the exercise of stock acquisition rights and convertible bonds, which were excluded from the computation of diluted EPS for the three months ended September 30, 2010 and 2011 were 17,063 thousand shares and 19,887 thousand shares, respectively. The potential shares were excluded as anti-dilutive for the three months ended September 30, 2010 since the exercise price for those shares was in excess of the average market value of Sony Corporation’s common stock during the period, and all potential shares were excluded as anti-dilutive for the three months ended September 30, 2011 due to Sony incurring a net loss attributable to Sony Corporation’s stockholders for the period.

 
- 26 -

 
7. Commitments, contingent liabilities and other

(1)  Commitments:
 
A. Loan commitments
 
Subsidiaries in the Financial Services segment have entered into loan agreements with their customers in accordance with the condition of the contracts.  As of September 30, 2011, the total unused portion of the lines of credit extended under these contracts was 19,048 million yen.  The aggregate amounts of future year-by-year payments for these loan commitments cannot be determined.

B. Purchase commitments and other
 
Purchase commitments and other outstanding at September 30, 2011 amounted to 265,545 million yen.  The major components of these commitments are as follows:

In the ordinary course of business, Sony makes commitments for the purchase of property, plant and equipment.  As of September 30, 2011, such commitments outstanding were 43,597 million yen.

Certain subsidiaries in the Pictures segment have entered into agreements with creative talent for the development and production of motion pictures and television programming as well as agreements with third parties to acquire completed motion pictures, or certain rights therein, and to acquire the rights to broadcast certain live action sporting events.  These agreements cover various periods mainly within 5 years.  As of September 30, 2011, these subsidiaries were committed to make payments under such contracts of 97,473 million yen.

Certain subsidiaries in the Music segment have entered into long-term contracts with recording artists and companies for the production and/or distribution of prerecorded music and videos.  These contracts cover various periods mainly within 5 years.  As of September 30, 2011, these subsidiaries were committed to make payments of 39,824 million yen under such long-term contracts.

(2)  Contingent liabilities:
 
Sony had contingent liabilities, including guarantees given in the ordinary course of business, which amounted to 95,791 million yen at September 30, 2011.  The major components of these contingent liabilities are as follows:

Sony has agreed to repay the outstanding principal plus accrued interest up to a maximum of 303 million U.S. dollars to the creditor of the third-party investor of Sony’s U.S.-based music publishing subsidiary should the third-party investor default on its obligation.  The obligation of the third-party investor is collateralized by its 50% interest in Sony’s music publishing subsidiary.  Should Sony have to make a payment under the terms of the guarantee, Sony would assume the creditor’s rights to the underlying collateral.  At September 30, 2011, the fair value of the collateral exceeded 303 million U.S. dollars.

Sony has agreed to guarantee a portion of Sony Ericsson Mobile Communications AB’s (“Sony Ericsson”) debt and its facilities up to a maximum of 225 million euros.  At September 30, 2011, Sony has guaranteed 23,506 million yen (225 million euros) for a portion of Sony Ericsson’s debt under this arrangement.  These guarantees expire by September 2012.

In May 2011, Sony Corporation’s U.S. subsidiary, Sony Electronics Inc., received a subpoena from the U.S. Department of Justice (“DOJ”) Antitrust Division seeking information about its secondary batteries business.  Sony understands that the DOJ is investigating competition in the secondary batteries market.  Based on the current stage of the proceeding, it is not possible to estimate the amount of loss or range of possible loss, if any, that might result from adverse judgments, settlements or other resolution of this matter.

Beginning earlier in 2011, the network services of PlayStation®Network, QriocityTM, Sony Online Entertainment LLC and websites of other subsidiaries came under cyber-attack.  As of November 14, 2011, Sony has not received any confirmed reports of customer identity theft issues or misuse of credit cards from such cyber-attacks.  However, in connection with certain of these matters, Sony has received inquiries from authorities in a number of jurisdictions, including orders for reports issued by the Ministry of Economy, Trade and Industry of Japan as well as the Financial Services Agency of Japan, formal and/or informal requests for information from Attorneys General from a number of states in the United States and the U.S. Federal Trade Commission, various U.S. congressional inquiries and others.  Additionally, Sony Corporation and/or certain of its subsidiaries have been named in a number of purported class actions in certain jurisdictions, including the United States. Based on the current stage of these inquiries and proceedings, it is not possible to estimate the amount of loss or range of possible loss, if any, that might result from adverse judgments, settlements or other resolution of these matters.

 
- 27 -

 
 
In October 2009, Sony Corporation’s U.S. subsidiary, Sony Optiarc America Inc., received a subpoena from the DOJ seeking information about its optical disk drive business.  Sony understands that the DOJ and agencies outside the United States are investigating competition in optical disk drives.  Subsequently, a number of purported class action lawsuits were filed in certain jurisdictions, including the United States, in which the plaintiffs allege that Sony Corporation and certain of its subsidiaries violated antitrust laws and seek recovery of damages and other remedies.  Based on the current stage of these proceedings, it is not possible to estimate the amount of loss or range of possible loss, if any, that might result from adverse judgments, settlements or other resolution of these matters.

In addition, Sony Corporation and certain of its subsidiaries are defendants or otherwise involved in other pending legal and regulatory proceedings.  However, based upon the information currently available to Sony and its legal counsel, the management of Sony believes that the outcome of such legal and regulatory proceedings would not have a material effect on Sony’s consolidated financial statements.

(3)  Redeemable noncontrolling interest:
 
  In April 2009, Sony sold a portion of its 50% ownership interest in Game Show Network, LLC (“GSN”), which operates a U.S. cable network and online business, to the other investor in GSN.  In March 2011, Sony acquired an additional 5% equity interest in GSN from the successor in interest to the other investor (the “Current Investor”).  In connection with this transaction, Sony granted a put right to the Current Investor for an additional 18% interest in GSN.  The put right is exercisable during three windows starting on April 1 of 2012, 2013 and 2014 and lasting for 60 business days.  The exercise price of the put is calculated using a formula based on an agreed upon multiple of the earnings of GSN with a minimum price of 234 million U.S. dollars and a maximum price of 288 million U.S. dollars.  The portion of the noncontrolling interest that can be put to Sony is accounted for as redeemable securities because redemption is outside of Sony’s control and is reported in the mezzanine equity section in the consolidated balance sheets at September 30, 2011.

 
 

 
- 28 -

 

8. Business segment information
 
The reportable segments presented 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 the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.  The CODM does not evaluate segments using discrete asset information.  Sony’s CODM is its Chairman, Chief Executive Officer and President.

Sony realigned its reportable segments from the first quarter of the fiscal year ending March 31, 2012, to reflect modifications to the organizational structure as of April 1, 2011, primarily repositioning the operations of the previously reported Consumer, Professional & Devices (“CPD”) and Networked Products & Services (“NPS”) segments.  In connection with this realignment, the operations of the former CPD and NPS segments are included in two newly established segments, namely the Consumer Products & Services (“CPS”) segment and the Professional, Device & Solution (“PDS”) segment.

The CPS segment includes televisions, home audio and video, digital imaging, personal and mobile products, and the game business.  The equity results of S-LCD Corporation are also included within the CPS segment.  The PDS segment includes professional solutions, semiconductors and components.  There are no modifications to the Pictures, Music and Financial Services segments and All Other is substantially unchanged.  The equity results of Sony Ericsson continue to be presented as a separate segment.  In connection with the realignment, all prior period amounts in the segment disclosures have been restated to conform to the current presentation.
 

 
- 29 -

 

Business segments –
 

Sales and operating revenue:

   
Yen in millions
   
Six months ended September 30
   
2010
 
2011
Sales and operating revenue:
       
Consumer Products & Services -
 
 
   
Customers
 
1,735,143
 
1,470,864
Intersegment
 
45,442
 
41,109
Total
 
1,780,585
 
1,511,973
Professional, Device & Solutions -
       
Customers
 
540,863
 
487,979
Intersegment
 
248,924
 
195,090
Total
 
789,787
 
683,069
Pictures -
       
Customers
 
276,870
 
313,627
Intersegment
 
-
 
103
Total
 
276,870
 
313,730
Music -
       
Customers
 
214,920
 
207,726
Intersegment
 
6,339
 
5,530
Total
 
221,259
 
213,256
Financial Services -
       
Customers
 
386,074
 
384,262
Intersegment
 
4,793
 
1,475
Total
 
390,867
 
385,737
All Other -
       
Customers
 
186,814
 
173,373
Intersegment
 
31,885
 
29,422
Total
 
218,699
 
202,795
Corporate and elimination
 
(283,866)
 
(240,650)
Consolidated total
 
3,394,201
 
3,069,910


CPS intersegment amounts primarily consist of transactions with All Other.

PDS intersegment amounts primarily consist of transactions with the CPS segment.

All Other intersegment amounts primarily consist of transactions with the Pictures segment, the Music segment and the CPS segment.

Corporate and elimination includes certain brand and patent royalty income.

 
- 30 -

 


   
Yen in millions
   
Three months ended September 30
   
2010
 
2011
Sales and operating revenue:
       
Consumer Products & Services -
 
 
   
Customers
 
862,971
 
756,247
Intersegment
 
25,982
 
23,461
Total
 
888,953
 
779,708
Professional, Device & Solutions -
       
Customers
 
273,127
 
264,846
Intersegment
 
145,965
 
108,541
Total
 
419,092
 
373,387
Pictures -
       
Customers
 
144,785
 
169,251
Intersegment
 
-
 
80
Total
 
144,785
 
169,331
Music -
       
Customers
 
107,830
 
100,396
Intersegment
 
3,157
 
3,242
Total
 
110,987
 
103,638
Financial Services -
       
Customers
 
219,476
 
183,359
Intersegment
 
2,396
 
740
Total
 
221,872
 
184,099
All Other -
       
Customers
 
97,076
 
84,639
Intersegment
 
14,798
 
14,578
Total
 
111,874
 
99,217
Corporate and elimination
 
(164,411)
 
(134,391)
Consolidated total
 
1,733,152
 
1,574,989


CPS intersegment amounts primarily consist of transactions with All Other.

PDS intersegment amounts primarily consist of transactions with the CPS segment.

All Other intersegment amounts primarily consist of transactions with the Pictures segment, the Music segment and the CPS segment.

Corporate and elimination includes certain brand and patent royalty income.

 
- 31 -

 

Segment profit or loss:

   
Yen in millions
   
Six months ended September 30
   
2010
 
2011
Operating income (loss):
       
Consumer Products & Services
 
29,496
 
(32,867)
Professional, Device & Solutions
 
40,590
 
(10,007)
Pictures
 
(1,964)
 
24,906
Music
 
15,596
 
18,420
Financial Services
 
72,985
 
53,174
Equity in net income (loss) of Sony Ericsson
 
3,224
 
(3,081)
All Other
 
(2,822)
 
(6,506)
Total
 
157,105
 
44,039
Corporate and elimination
 
(21,438)
 
(18,174)
Consolidated operating income
 
135,667
 
25,865
Other income
 
29,295
 
14,157
Other expenses
 
(23,342)
 
(16,808)
Consolidated income before income taxes
 
141,620
 
23,214


   
Yen in millions
   
Three months ended September 30
   
2010
 
2011
Operating income (loss):
       
Consumer Products & Services
 
953
 
(34,557)
Professional, Device & Solutions
 
22,835
 
(12,345)
Pictures
 
(4,824)
 
20,604
Music
 
8,103
 
6,326
Financial Services
 
43,009
 
24,478
Equity in net income (loss) of Sony Ericsson
 
2,642
 
(25)
All Other
 
1,109
 
(3,527)
Total
 
73,827
 
954
Corporate and elimination
 
(5,176)
 
(2,589)
Consolidated operating income (loss)
 
68,651
 
(1,635)
Other income
 
9,237
 
11,200
Other expenses
 
(15,179)
 
(9,470)
Consolidated income before income taxes
 
62,709
 
95


Operating income is Sales and operating revenue less Costs and expenses, and includes Equity in net income (loss) of affiliated companies.

Corporate and elimination includes certain restructuring costs and other corporate expenses, which are attributable principally to headquarters and are not allocated to segments.


 
- 32 -

 

Other Significant Items:

The following tables include a breakdown of sales and operating revenue to external customers by product category in the CPS and PDS segments.  The CPS and PDS segments are each managed as a single operating segment by Sony’s management.
   
Yen in millions
   
Six months ended September 30
Sales and operating revenue:
 
2010
 
2011
Consumer Products & Services
       
Televisions
 
552,755
 
455,774
Home Audio and Video
 
121,115
 
107,828
Digital Imaging
 
334,723
 
273,878
Personal and Mobile Products
 
402,365
 
345,682
Game
 
313,434
 
283,407
Other
 
10,751
 
4,295
Total
 
1,735,143
 
1,470,864
         
Professional, Device & Solutions
       
Professional Solutions
 
141,360
 
133,921
Semiconductors
 
183,727
 
193,968
Components
 
210,851
 
153,523
Other
 
4,925
 
6,567
Total
 
540,863
 
487,979
         
Pictures
 
276,870
 
313,627
Music
 
214,920
 
207,726
Financial Services
 
386,074
 
384,262
All Other
 
186,814
 
173,373
Corporate
 
53,517
 
32,079
Consolidated total
 
3,394,201
 
3,069,910



 
- 33 -

 


 
   
Yen in millions
   
Three months ended September 30
Sales and operating revenue:
 
2010
 
2011
Consumer Products & Services
       
Televisions
 
260,820
 
214,038
Home Audio and Video
 
58,741
 
54,516
Digital Imaging
 
162,492
 
142,829
Personal and Mobile Products
 
203,890
 
182,521
Game
 
171,332
 
158,154
Other
 
5,696
 
4,189
Total
 
862,971
 
756,247
         
Professional, Device & Solutions
       
Professional Solutions
 
73,601
 
81,217
Semiconductors
 
93,494
 
102,849
Components
 
103,647
 
77,213
Other
 
2,385
 
3,567
Total
 
273,127
 
264,846
         
Pictures
 
144,785
 
169,251
Music
 
107,830
 
100,396
Financial Services
 
219,476
 
183,359
All Other
 
97,076
 
84,639
Corporate
 
27,887
 
16,251
Consolidated total
 
1,733,152
 
1,574,989


Sony has partially realigned its product category configuration from the first quarter of the fiscal year ending March 31, 2012.  In connection with the realignment, all prior period sales amounts by product category in the tables above have been restated to conform to the current presentation. In the CPS segment, Televisions includes LCD televisions; Home Audio and Video includes home audio, Blu-ray disc players and recorders; Digital Imaging includes compact digital cameras, video cameras and interchangeable single lens cameras; Personal and Mobile Products includes personal computers and memory-based portable audio devices; and Game includes game consoles, software and online services. In the PDS segment, Professional Solutions includes broadcast- and professional-use products; Semiconductors includes image sensors and small- and medium-sized LCD panels; and Components includes batteries, recording media and data recording systems.

 
- 34 -

 
Geographic Information –
 
Sales and operating revenue attributed to countries based on location of external customers are as follows:

   
Yen in millions
   
Six months ended September 30
Sales and operating revenue
 
2010
 
2011
Japan
 
994,273
 
968,474
United States
 
697,464
 
570,954
Europe
 
678,650
 
560,328
China
 
299,759
 
268,207
Asia-Pacific
 
364,060
 
331,222
Other Areas
 
359,995
 
370,725
Total
 
3,394,201
 
3,069,910

   
Yen in millions
   
Three months ended September 30
Sales and operating revenue
 
2010
 
2011
Japan
 
538,176
 
482,461
United States
 
337,425
 
296,556
Europe
 
348,018
 
293,486
China
 
156,306
 
154,041
Asia-Pacific
 
175,062
 
155,177
Other Areas
 
178,165
 
193,268
Total
 
1,733,152
 
1,574,989


The 2010 geographic information in the tables above has been restated to reflect the change in geographic classification.
 

 
  Major areas in each geographic segment excluding Japan, United States and China are as follows:
  (1) Europe:  United Kingdom, France, Germany, Russia and Spain
  (2) Asia-Pacific:  India, South Korea and Oceania
  (3) Other Areas:   The Middle East/Africa, Brazil, Mexico and Canada
       
There are not any individually material countries with respect to the sales and operating revenue included in Europe, Asia-Pacific and Other Areas.

Transfers between reportable business segments or geographic areas are made at amounts that Sony’s management believes approximate as arms-length transactions.

There were no sales and operating revenue with any single major external customer for the six and three months ended September 30, 2010 and 2011.

9. Subsequent events
 
(1)  Acquisition of Sony Ericsson
 
On October 27, 2011, Sony Corporation and Telefonaktiebolaget LM Ericsson (“Ericsson”) agreed that Sony Corporation will acquire Ericsson’s 50 percent stake in Sony Ericsson, making the mobile handset business a wholly-owned subsidiary of Sony Corporation.  The transaction also provides Sony with a broad intellectual property cross-licensing agreement as well as ownership of five essential patent families relating to wireless handset technology.  As part of the transaction, Ericsson will receive a cash consideration of EUR 1.05 billion.

The transaction is expected to close in January 2012, subject to customary closing conditions, including regulatory approvals.  As a result of obtaining full control of Sony Ericsson, Sony will consolidate Sony Ericsson from the closing date of the acquisition.

 
- 35 -

 
 
(2)  Thailand floods
 
In October 2011, certain of Sony’s Thailand subsidiaries in the CPS and PDS segments shut down operations due to significant floods.  Insurance policies exist for certain flood-related losses.  The resulting impact of the loss for fixed assets and inventory, and the potential insurance recoveries, if any, to Sony’s consolidated results for the fiscal year ending on March 31, 2012 is currently being evaluated.

(3)  Issuance of bonds
 
On October 25, 2011, Sony Financial Holdings Inc., a subsidiary of Sony Corporation, issued 10 billion yen of unsecured corporate bonds under its domestic bond shelf registration.  The bonds have interest rate and maturity date as follows:
 
 
  Amount
  Interest rate
  Maturity date
  10 billion yen
  0.545% per annum
  October 28, 2016

(4)  Acquisition of EMI Music Publishing
 
On November 11, 2011, an investor group including Sony (the “Group”) executed a definitive agreement with Citigroup, Inc. (“Citi”) whereby the Group will acquire EMI Music Publishing from Citi for total consideration of 2.2 billion U.S. dollars.   The transaction is subject to certain closing conditions, including regulatory approvals.
Sony will invest approximately 325 million U.S. dollars and own approximately 38% of the newly formed entity that will acquire EMI Music Publishing, with an ability to increase the investment and ownership up to 40%.

 
- 36 -

 

(2)  Other Information

(1) Dividends declared
An interim cash dividend for Sony Corporation’s common stock was approved at the Board of Directors meeting held on November 1, 2011 as below:

1. Total amount of interim cash dividends:
12,545 million yen
2. Amount of interim cash dividend per share:
12.50 yen
3. Payment date:
December 1, 2011
Interim cash dividends for the fiscal year ending March 31, 2012 have been incorporated in the accompanying consolidated financial statements.

Note: Interim cash dividends are to be distributed to the shareholders recorded or registered as the holders or pledgees of shares in Sony Corporation’s register of shareholders at the end of September 30, 2011.


(2) Litigation
In May 2011, Sony Corporation’s U.S. subsidiary, Sony Electronics Inc., received a subpoena from the U.S. Department of Justice (“DOJ”) Antitrust Division seeking information about its secondary batteries business.  Sony understands that the DOJ is investigating competition in the secondary batteries market.  Based on the current stage of the proceeding, it is not possible to estimate the amount of loss or range of possible loss, if any, that might result from adverse judgments, settlements or other resolution of this matter.

Beginning earlier in 2011, the network services of PlayStation®Network, QriocityTM, Sony Online Entertainment LLC and websites of other subsidiaries came under cyber-attack.  As of November 14, 2011, Sony has not received any confirmed reports of customer identity theft issues or misuse of credit cards from such cyber-attacks.  However, in connection with certain of these matters, Sony has received inquiries from authorities in a number of jurisdictions, including orders for reports issued by the Ministry of Economy, Trade and Industry of Japan as well as the Financial Services Agency of Japan, formal and/or informal requests for information from Attorneys General from a number of states in the United States and the U.S. Federal Trade Commission, various U.S. congressional inquiries and others.  Additionally, Sony Corporation and/or certain of its subsidiaries have been named in a number of purported class actions in certain jurisdictions, including the United States.  Based on the current stage of these inquiries and proceedings, it is not possible to estimate the amount of loss or range of possible loss, if any, that might result from adverse judgments, settlements or other resolution of these matters.

In October 2009, Sony Corporation’s U.S. subsidiary, Sony Optiarc America Inc., received a subpoena from the DOJ seeking information about its optical disk drive business.  Sony understands that the DOJ and agencies outside the United States are investigating competition in optical disk drives.  Subsequently, a number of purported class action lawsuits were filed in certain jurisdictions, including the United States, in which the plaintiffs allege that Sony Corporation and certain of its subsidiaries violated antitrust laws and seek recovery of damages and other remedies.  Based on the current stage of these proceedings, it is not possible to estimate the amount of loss or range of possible loss, if any, that might result from adverse judgments, settlements or other resolution of these matters.

In addition, Sony Corporation and certain of its subsidiaries are defendants or otherwise involved in other pending legal and regulatory proceedings.  However, based upon the information currently available to Sony and its legal counsel, the management of Sony believes that the outcome of such legal and regulatory proceedings would not have a material effect on Sony’s consolidated financial statements.



 
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  SONY CORPORATION
(Registrant)


 
  By:   /s/ Masaru Kato  
    (Signature) 

Masaru Kato
Executive Vice President and Chief Financial Officer
 
       
 
November 14, 2011