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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
or
ÍANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2016
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from/to
or
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
Commission file number 1-6439
Sony Kabushiki Kaisha
(Exact Name of Registrant as specified in its charter)
SONY CORPORATION
(Translation of Registrant’s name into English)
Japan
(Jurisdiction of incorporation or organization)
7-1, KONAN 1-CHOME, MINATO-KU,
TOKYO 108-0075 JAPAN
(Address of principal executive offices)
J. Justin Hill, Senior Vice President, Investor Relations
Sony Corporation of America
25 Madison Avenue, 26th Floor
New York, NY 10010-8601
Telephone: 212-833-6722
(Name, Telephone, E-mail and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
American Depositary Shares* New York Stock Exchange
Common Stock** New York Stock Exchange
* American Depositary Shares evidenced by American Depositary Receipts.
Each American Depositary Share represents one share of Common Stock.
** No par value per share.
Not for trading, but only in connection with the listing of American Depositary Shares pursuant to the requirements of the New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:
Outstanding as of
March 31, 2016 March 31, 2016
Title of Class (Tokyo Time) (New York Time)
Common Stock 1,261,446,015
American Depositary Shares 111,327,333
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ÍNo
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. Yes No Í
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ÍNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes ÍNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and
“large accelerated filer” in Rule 12b-2 of the Exchange Act.
ÍLarge accelerated filer Accelerated filer Non-accelerated filer
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US GAAP ÍInternational Financial Reporting Standards as issued by the International Accounting Standards Board Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No Í

Table of contents

  • Page 1
    ... Act: None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the Annual Report: Outstanding as of March 31, 2016 March 31, 2016 Title of Class (Tokyo Time) (New York Time) Common Stock 1,261,446,015 American...

  • Page 2
    ...customer demand for financial services such as life insurance and Sony's ability to conduct successful asset liability management in the Financial Services segment; (xiv) the impact of unfavorable conditions or developments (including market fluctuations or volatility) in the Japanese equity markets...

  • Page 3
    ... about Market Risk." In this document, Sony Corporation and its consolidated subsidiaries are together referred to as "Sony." In addition, sales and operating revenue are referred to as "sales" in the narrative description except in the consolidated financial statements. As of March 31, 2016, Sony...

  • Page 4
    ... ...Item 4. Information on the Company ...A. History and Development of the Company ...Principal Capital Investments ...B. Business Overview ...Products and Services ...Sales and Distribution ...Sources of Supply ...After-Sales Service ...Patents and Licenses ...Competition ...Government Regulations...

  • Page 5
    B. Plan of Distribution ...C. Markets ...D. Selling Shareholders ...E. Dilution ...F. Expenses of the Issue ...Item 10. Additional Information ...A. Share Capital ...B. Memorandum and Articles of Association ...C. Material Contracts ...D. Exchange Controls ...E. Taxation ...F. Dividends and Paying ...

  • Page 6
    ... assets) Research and development costs Balance sheet data: Net working capital (deficit) Long-term debt Sony Corporation's stockholders' equity Common stock Total assets Number of shares issued at fiscal yearend (thousands of shares of common stock) Sony Corporation's stockholders' equity per share...

  • Page 7
    ... for customs purposes by the Federal Reserve Bank of New York on June 10, 2016 was 107.06 yen = 1 U.S. dollar. * The average yen exchange rates represent average noon buying rates of all the business days during the respective year. B. Capitalization and Indebtedness Not Applicable C. Reasons...

  • Page 8
    ... electronics, network services and mobile communication industries, Sony must continually introduce, enhance and stimulate customer demand for products, semiconductors (including image sensors), components, services and technologies in both mature and developing markets. The successful introductions...

  • Page 9
    ... (Long Term Evolution) technologies. Furthermore, Sony has previously engaged in joint ventures with third parties in order to reduce its capital investment, reduce operating costs and share risk with its joint venture partners, and may do so again in the future. Moreover, Sony may sell its equity...

  • Page 10
    ... in smartphones. For example, in March 2014, Sony acquired semiconductor fabrication equipment and certain related assets for 7.5 billion yen from Renesas Electronic Corporation, and established Sony Semiconductor Corporation Yamagata Technology Center. Also, in the fiscal year ended March 31, 2016...

  • Page 11
    ... information, intellectual property, employee information and data related to Sony's customers, suppliers and other business partners. Sony must efficiently manage its procurement of parts and components, the market conditions for which are volatile, and control its inventory of products, parts...

  • Page 12
    ... condition are sensitive to foreign exchange rate fluctuations because many of Sony's products are sold in countries other than the ones in which they were developed and/or manufactured. For example, within Sony's electronics businesses, research and development and headquarters' overhead costs...

  • Page 13
    ...its operating results and financial condition. Sony's success depends on the ability to recruit and retain skilled technical employees and management professionals. In order to successfully continue to develop, design, manufacture, market, and sell products and services, including networked products...

  • Page 14
    ... services is essential in differentiating itself in the marketplace and in generating revenue growth and profitability. For example, in April 2016, Sony Computer Entertainment Inc. ("SCEI") and Sony Network Entertainment International LLC ("SNEI") founded Sony Interactive Entertainment LLC, a new...

  • Page 15
    ...on the price of legitimate products, which may adversely affect Sony's operating results. Sony has incurred and will continue to incur expenses to help protect its intellectual property, to develop new services for the authorized digital distribution of motion pictures, television programming, music...

  • Page 16
    ... costs of the Pictures segment's products, as well as increases in the costs to market these products, may adversely impact the segment's operating results. Changes in consumer behavior resulting from new technologies and distribution platforms may adversely affect operating results in Sony's Music...

  • Page 17
    ... on the financial condition and operating results of the Financial Services segment. In particular, because Sony Life Insurance Co., Ltd. ("Sony Life")'s liabilities to policyholders generally have longer durations than its investment assets, which are concentrated in long-term Japanese national...

  • Page 18
    ... related to declines in the value of equity securities and changes in interest rates. In the Financial Services segment, generating stable investment income is important to its operations, and the Financial Services segment's investments are concentrated in long-term Japanese national government...

  • Page 19
    ... limited to proprietary information, intellectual property, and employee information, and data related to customers, suppliers, and other business partners. The security of information received, maintained, processed or transmitted by Sony's or a third party's information technology systems may be...

  • Page 20
    ... information, including intellectual property, the failure to retain or attract customers, the disruption of critical business processes or information technology systems, and the diversion of management's attention and resources. Moreover, such disruptions and breaches may result in adverse media...

  • Page 21
    ...on the value of Sony's pension plan assets and its future estimated pension liabilities, the majority of which relate to the Japanese plans, which have approximately 30 percent of pension plan assets invested in equity securities. As a result, Sony's operating results or financial condition could be...

  • Page 22
    ... tax liabilities or changes in Sony's tax rates could adversely affect net income (loss) attributable to Sony Corporation's stockholders and Sony's financial condition. Sony is subject to income taxes in Japan and numerous other jurisdictions, and in the ordinary course of Sony's business there...

  • Page 23
    ... ended March 31, 2015, Sony recorded a 176.0 billion yen impairment charge related to goodwill in the Mobile Communications segment. In the fiscal year ended March 31, 2016, Sony recorded impairment charges in the Devices segment related to long-lived assets in the battery business and in the camera...

  • Page 24
    ... management; recycling of products, batteries and packaging materials; site remediation; worker and consumer health and safety; and human rights issues such as those related to procurement and production processes. For example, Sony is currently required to comply with: • Environmental regulations...

  • Page 25
    ... 1991, changed its name to Sony Music Entertainment (Japan) Inc. ("SMEJ"). In November 1991, SMEJ was listed on the Second Section of the TSE. In September 1970, Sony Corporation was listed on the New York Stock Exchange. In August 1979, Sony Corporation established Sony Prudential Life Insurance Co...

  • Page 26
    ... Japanese Commercial Code then effective. (Refer to "Board Practices" in "Item 6. Directors, Senior Management and Employees.") In April 2004, Sony Corporation established SFH, a financial holding company, in Japan. Sony Life, Sony Assurance Inc. ("Sony Assurance"), and Sony Bank Inc. ("Sony Bank...

  • Page 27
    ... of Operations under "Consolidated Financial Statements". Products and Services Mobile Communications ("MC") Sony Mobile undertakes product research, development, design, marketing, sales, production, distribution and customer services for mobile phones, tablets, accessories and applications. So-net...

  • Page 28
    ... Entertainment & Sound ("HE&S") The following table sets forth Sony's HE&S segment sales to external customers by product categories. Figures in parentheses indicate the percentage contribution of each product category to the segment total. 2014 Fiscal year ended March 31 2015 (Yen in millions) 2016...

  • Page 29
    ... sets forth Sony's Pictures segment sales to external customers by product categories. Figures in parentheses indicate the percentage contribution of each product category to the segment total. Fiscal year ended March 31 2014 2015 (Yen in millions) 2016 Motion Pictures Television Productions Media...

  • Page 30
    ... segment, on April 1, 2004, Sony established a wholly-owned subsidiary, SFH, a holding company for Sony Life, Sony Assurance and Sony Bank, with the aim of integrating various financial services including insurance and savings and loans, and offering individual customers high value-added products...

  • Page 31
    ... year due to demand in the year-end holiday season. Japan: Sony Marketing (Japan) Inc. markets consumer electronics products mainly through retailers. Sony Business Solutions Corporation markets professional electronics products and services. For electronic components, Sony sells products directly...

  • Page 32
    ..., Internet Protocol Television (IPTV) systems, and mobile operators for delivery to viewers around the world. These networks generate advertising, subscription and other ancillary revenues. Music SME and SMEJ develop, produce, market, and distribute recorded music in various commercial formats...

  • Page 33
    ... Payment Services is an industry-leading provider of credit card settlement services to members of its Internet network. All Other Sony DADC group ("Sony DADC") offers Blu-ray Discâ„¢, DVD and CD media replication services as well as digital and physical supply chain solutions to business customers...

  • Page 34
    .... In the case of broadcast- and professional-use products, Sony maintains support contracts with customers in addition to warranties. To further help ensure customer satisfaction, Sony maintains customer information centers in its principal markets. Patents and Licenses Sony has a number of Japanese...

  • Page 35
    ... Services segment, Sony faces strong competition in the financial services markets in Japan. In recent years, the regulatory barriers between the life insurance and non-life insurance industries as well as among the insurance, banking and securities industries have been relaxed, resulting in new...

  • Page 36
    ... Sony Assurance, primarily sell their policies through direct marketing via the telephone and the Internet. Competition in Japan's non-life insurance industry has intensified in recent years, in part due to a number of new market entrants, including foreign-owned insurers. Some of the competitors...

  • Page 37
    ... conduct onsite inspections of books and records. Sony's subsidiaries in the Financial Services segment are subject to the Japanese Insurance Business Act and Banking Act that require insurance and business companies to maintain their financial credibility and to secure protection for policyholders...

  • Page 38
    ... revenues or profits are associated with these transactions with the Iranian government-owned entities. • Sony is not aware of any other activity, transaction or dealing by Sony Corporation or any of its affiliates during the fiscal year ended March 31, 2016 that is disclosable in this report...

  • Page 39
    ...Inc. Sony Mobile Communications Inc. Sony Computer Entertainment Inc.*** Sony Visual Products Inc. Sony Video & Sound Products Inc. Sony Music Entertainment (Japan) Inc. Sony Financial Holdings Inc.**** Sony Life Insurance Co., Ltd.**** Sony Bank Inc.**** Sony Corporation of America Sony Electronics...

  • Page 40
    ... the world. Most of the buildings and land in/on which such offices, plants and warehouses are located are owned by Sony. The following table sets forth information as of March 31, 2016 with respect to plants used for the production of products mainly for electronics products and services with...

  • Page 41
    ... DVDplayers/recorders Optical pickups Mobile phones 687,000 680,000 In addition to the above facilities, Sony has a number of other plants for electronic products throughout the world. Sony owns research and development facilities, and Sony Corporation's headquarters building, with a total floor...

  • Page 42
    ... year ended March 31 Percent change from 2014 2015 2016 2014 to 2015 2015 to 2016 (Yen in billions, except percentage data) Sales and operating revenue Equity in net income (loss) of affiliated companies Operating income Income before income taxes Net income (loss) attributable to Sony Corporation...

  • Page 43
    ... premises at the Gotenyama Technology Center in Japan, recorded in Corporate and elimination. Refer to Note 20 of the consolidated financial statements. Fiscal year ended March 31, 2015 compared to fiscal year ended March 31, 2014: For the fiscal year ended March 31, 2015, cost of sales increased by...

  • Page 44
    ...premises at Gotenyama Technology Center in Japan, recorded in Corporate and Elimination. Other operating expense, net for the fiscal year ended March 31, 2014 included a 32.1 billion yen impairment charge related to long-lived assets in the battery business in the Devices segment, a 25.6 billion yen...

  • Page 45
    ... a logistics joint venture. The gain on sales of securities investments in the previous fiscal year included a 4.8 billion yen gain on Sony's shares in SQUARE ENIX HOLDINGS CO., LTD. The foreign exchange loss, net, was 20.6 billion yen, essentially flat year-on-year. Interest and dividends in other...

  • Page 46
    ... net income per share, attributable to Sony Corporation's stockholders for the fiscal year ended March 31, 2015. Refer to Note 22 of the consolidated financial statements. Fiscal year ended March 31, 2015 compared to fiscal year ended March 31, 2014: For the fiscal year ended March 31, 2015, the net...

  • Page 47
    ... 2014 to 2015 2015 to 2016 (Yen in billions, except percentage data) Operating income (loss) Mobile Communications Game & Network Services Imaging Products & Solutions Home Entertainment & Sound Devices Pictures Music Financial Services All Other Sub-Total Corporate and elimination* Consolidated...

  • Page 48
    .... As a result, Sony determined that the fair value of the MC business had decreased. Major product unit sales Fiscal year ended March 31 2014 2015 2016 (Units in millions) Percent change from 2014 to 2015 2015 to 2016 Smartphones within Mobile Communications Game & Network Services 39.1 39.1 24...

  • Page 49
    ... costs, as well as the recording of an 11.2 billion yen write-down of PS Vita and PS TV components in the fiscal year ended March 31, 2015. In the fiscal year ended March 31, 2014, a 6.2 billion yen write-off of certain PC software titles was recorded. Sales to external customers by product...

  • Page 50
    ... audio and video unit sales reflecting a contraction of the market, partially offset by an improvement in the product mix of LCD televisions reflecting a shift to high value-added models, as well as the impact of foreign exchange rates. Operating income increased 26.5 billion yen year-on-year to 50...

  • Page 51
    ... foreign exchange rates. Operating income** of 8.3 billion yen was recorded compared to an operating loss of 25.7 billion yen in the fiscal year ended March 31, 2014. This improvement was primarily due to cost reductions and an improvement in product mix reflecting a shift to high value-added models...

  • Page 52
    ... in research and development expenses. This deterioration was partially offset by the positive impact of foreign exchange rates. For the camera module business, due to a decrease in projected future demand, Sony revised its Mid-Range Plan for the period beginning with the fiscal year ending March...

  • Page 53
    ...Americas and Europe together accounted for approximately 1 percent of the annual in-house production, most of which was destined for local distribution and sale. Fiscal year ended March 31, 2015 compared to fiscal year ended March 31, 2014: Approximately 60 percent of the Electronics segments' total...

  • Page 54
    ... on the sale of SPE's music publishing catalog in the fiscal year ended March 31, 2014, the above-mentioned decrease in Television Productions sales and higher programming and marketing costs for SPE's television networks in India. The fiscal year ended March 31, 2015 also included approximately 41...

  • Page 55
    ... customers by product category Figures in parentheses indicate the percentage contribution of each product category to the segment total. 2014 Fiscal year ended March 31 2015 (Yen in millions) 2016 Percent change from 2014 to 2015 2015 to 2016 Motion Pictures Television Productions Media Networks...

  • Page 56
    ...ended March 31, 2015: For the fiscal year ended March 31, 2016, financial services revenue was 1,073.1 billion yen, essentially flat year-on-year. This was primarily due to a deterioration in investment performance in the separate account at Sony Life, driven by the deterioration in the stock market...

  • Page 57
    ... year ended March 31 Financial Services segment Financial services revenue Financial services expenses Equity in net loss of affiliated companies Operating income Other income, net Income before income taxes Income taxes and other Net income of Financial Services 2014 2015 (Yen in millions) 2016...

  • Page 58
    ... year ended March 31, 2016 compared with the fiscal year ended March 31, 2014. Additionally, in September 2014 and February 2015, Sony developed and announced restructuring plans in the MC segment. These initiatives are expected to result in reductions of more than 90 billion yen in annual operating...

  • Page 59
    ... non-cash charges related to depreciation associated with restructured assets, are described in Note 19 of the consolidated financial statements. Foreign Exchange Fluctuations and Risk Hedging Fiscal year ended March 31, 2016 compared to fiscal year ended March 31, 2015: During the fiscal year ended...

  • Page 60
    ...by Business Segment." Sony's Financial Services segment consolidates the yen-based results of SFH. As most of the operations in this segment are based in Japan, Sony management analyzes the performance of the Financial Services segment on a yen basis only. During the fiscal year ended March 31, 2016...

  • Page 61
    ...835.2 billion yen, respectively. The net fair value of all the foreign exchange derivative contracts as of March 31, 2015 and 2016 was an asset of 8.3 billion yen and a liability of 2.5 billion yen, respectively. Refer to Note 14 of the consolidated financial statements. * Note: In this section, for...

  • Page 62
    ... percent year-on-year, to 683.1 billion yen. Current assets as of March 31, 2016 in the Financial Services segment increased by 39.5 billion yen, or 3.1 percent year-on-year, to 1,328.1 billion yen primarily due to an increase of cash and cash equivalents at Sony Life and Sony Bank. Investments and...

  • Page 63
    ... to the repayment of straight bonds and bank loans, partially offset by issuance of convertible bonds with stock acquisition rights during the fiscal year ended March 31, 2016. Long-term liabilities as of March 31, 2016 in the Financial Services segment increased by 557.2 billion yen, or 8.2 percent...

  • Page 64
    ..., or 69.6 percent year-on-year, to a loss of 653.3 billion yen primarily due to 170.6 billion yen decrease in pension liability adjustment as well as 82.8 billion yen decrease in foreign currency translation adjustment. The ratio of Sony Corporation's stockholders' equity to total assets increased...

  • Page 65
    ... below. Financial Services segment March 31 2015 2016 (Yen in millions) ASSETS Current assets: Cash and cash equivalents Marketable securities Notes and accounts receivable, trade Other Investments and advances Property, plant and equipment Other assets: Deferred insurance acquisition costs Other...

  • Page 66
    Sony without the Financial Services segment March 31 2015 2016 (Yen in millions) ASSETS Current assets: Cash and cash equivalents Marketable securities Notes and accounts receivable, trade Other Film costs Investments and advances Investments in Financial Services, at cost Property, plant and ...

  • Page 67
    Consolidated March 31 2015 2016 (Yen in millions) ASSETS Current assets: Cash and cash equivalents Marketable securities Notes and accounts receivable, trade Other Film costs Investments and advances Property, plant and equipment Other assets: Deferred insurance acquisition costs Other 949,413 936...

  • Page 68
    ..., 2016 Unrealized Unrealized gain loss (Yen in millions) Fair market value Cost Financial Services Business: Available-for-sale Debt securities Sony Life Sony Bank Other Equity securities Sony Life Sony Bank Other Held-to-maturity Debt securities Sony Life Sony Bank Other Total Financial Services...

  • Page 69
    ...2016, Sony Life and Sony Bank account for approximately 92 percent and 6 percent of the investments in the Financial Services segment, respectively. Cash Flows (The fiscal year ended March 31, 2016 compared with the fiscal year ended March 31, 2015) Operating Activities: During the fiscal year ended...

  • Page 70
    ... percent year-on-year. This increase was mainly due to a year-on-year increase in payments for investments and advances at Sony Life. In all segments excluding the Financial Services segment, net cash used in operating and investing activities combined* for the fiscal year ended March 31, 2016, was...

  • Page 71
    ... the Financial Services segment's activities is as follows: Fiscal year ended March 31 2015 2016 (Yen in billions) Net cash provided by operating activities reported in the consolidated statements of cash flows Net cash used in investing activities reported in the consolidated statements of cash...

  • Page 72
    ... year 2015 2016 (Yen in millions) 459,719 (536,920) 44,396 (32,805) 240,332 207,527 495,283 (694,031) 224,922 26,174 207,527 233,701 Fiscal year ended March 31 Sony without the Financial Services segment Net cash provided by operating activities Net cash used in investing activities Net cash...

  • Page 73
    ... purchase of Sony Corporation's headquarters' land by Sony Life, which is eliminated in the consolidated financial statements. In all segments excluding the Financial Services segment, net cash generated in operating and investing activities combined* for the fiscal year ended March 31, 2015 was 200...

  • Page 74
    ... the Financial Services segment's activities is as follows: Fiscal year ended March 31 2014 2015 (Yen in billions) Net cash provided by operating activities reported in the consolidated statements of cash flows Net cash used in investing activities reported in the consolidated statements of cash...

  • Page 75
    ... year 2014 2015 (Yen in millions) 413,555 (616,223) 241,450 38,782 201,550 240,332 459,719 (536,920) 44,396 (32,805) 240,332 207,527 Fiscal year ended March 31 Sony without the Financial Services segment Net cash provided by operating activities Net cash used in investing activities Net cash...

  • Page 76
    ... may not be used to acquire securities listed on a U.S. stock exchange or traded over-the-counter in the U.S. in accordance with the rules and regulations issued by authorities such as the Board of Governors of the Federal Reserve Board. On July 21, 2015, Sony Corporation raised 406.0 billion yen in...

  • Page 77
    ... condition or results of operations. Financial Services segment The management of SFH, Sony Life, Sony Assurance and Sony Bank recognizes the importance of securing sufficient liquidity to cover the payment of obligations that these companies incur in the ordinary course of business. Sony Life, Sony...

  • Page 78
    ... Fiscal year ended March 31 Percent change Percent change 2015 from 2014 to 2015 2016 from 2015 to 2016 (Yen in billions, except percentage data) 2014 Research and development expenses Mobile Communications Game & Network Services Imaging Products & Solutions Home Entertainment & Sound Devices 83...

  • Page 79
    ... Technology Center, which is the primary manufacturing site of image sensors mainly for digital cameras, security cameras and micro-display devices. Sony is working to recover as soon as possible while prioritizing the safety of its employees. Group Environmental Mid-Term Targets "Green Management...

  • Page 80
    ... cost for the production or purchase of motion pictures and television programming or certain rights Long-term contracts with recording artists, songwriters and companies Long-term sponsorship contracts related to advertising and promotional rights Long-term contracts for programming contents Music...

  • Page 81
    ...sheets principally due to the time value of money. Refer to Note 10 of the consolidated financial statements. ** The total amount represents the liability for gross unrecognized tax benefits in accordance with the accounting guidance for uncertain tax positions. Sony estimates that no portion of the...

  • Page 82
    ...than its original cost, the financial condition, operating results, business plans and estimated future cash flows of the issuer of the security, other specific factors affecting the market value, deterioration of the credit condition of the issuer, sovereign risk, and whether or not Sony is able to...

  • Page 83
    ... cash flows and fair value due to unforeseen changes in Sony's businesses or assumptions could negatively affect the valuations of long-lived assets. Business combinations When Sony applies the acquisition method of accounting, the deemed purchase price is allocated to identifiable assets acquired...

  • Page 84
    ... plan ("MRP") of each reporting unit and take into account such factors as historical experience, market and industry information, and current and forecasted economic conditions. Perpetual growth rates are utilized to determine a terminal cash flow value and are generally set after the three-year...

  • Page 85
    The carrying amounts of goodwill by segment as of March 31, 2016 are as follows: Yen in millions Mobile Communications Game & Network Services Imaging Products & Solutions Devices Pictures Music Financial Services Total 3,286 152,293 8,337 56,771 221,517 161,772 2,314 606,290 A discussion of the ...

  • Page 86
    ... asset allocations, as well as historical and expected long-term rates of return on various categories of pension plan assets. Sony's pension investment policy recognizes the expected growth and the variability risk associated with the long-term nature of pension liabilities, the returns and risks...

  • Page 87
    As a result of losses incurred in recent years, Sony Corporation and several subsidiaries in Japan, Sony Americas Holding Inc. ("SAHI") and its consolidated tax filing group in the U.S., Sony Mobile Communications AB in Sweden, Sony Europe Limited ("SEU") in the U.K., certain subsidiaries in Brazil,...

  • Page 88
    ... adjusted downward; a failure to do so would result in the understatement of amortized film costs for the period. Future insurance policy benefits Liabilities for future insurance policy benefits, which mainly relate to individual life insurance policies, are established in amounts adequate to meet...

  • Page 89
    ... CBS/Sony Inc. (currently Sony Music Entertainment (Japan) Inc.) Kenichiro Yoshida Date of Birth: October 20, 1959 Director (Member of the Board) Since: 2014 Corporate Executive Officer Since: 2013 Current Positions within Sony: Executive Deputy President and Chief Financial Officer, Representative...

  • Page 90
    ... 1985 Deputy General Manager of the Development Planning Division, Director of the Business Planning Division, Member of the Board, Chugai Pharmaceutical Co., Ltd. Takaaki Nimura Date of Birth: October 25, 1949 Outside Director (Member of the Board) Since: 2012 Current Position within Sony: Chair of...

  • Page 91
    ... Director (Member of the Board) Since: 2013 Current Position within Sony: none Principal Business Activities Outside Sony: Director, MIT Media Lab, Massachusetts Institute of Technology Director, Digital Garage, Inc. Director, The New York Times Company Chairman, PureTech Health plc Prior Positions...

  • Page 92
    ...Principal Business Activities Outside Sony: Founding Partner, Geodesic Capital Chief Executive Officer, The Roos Group, LLC Senior Advisor, Centerview Partners LLC Director, salesforce.com, inc. Member of Global Advisory Board, Mitsubishi UFJ Financial Group, Inc. Prior Positions: 2009 United States...

  • Page 93
    ... House Date of Birth: January 23, 1965 Corporate Executive Officer Since: 2016 Current Positions within Sony: Executive Vice President, Officer in charge of Game & Network Services Business Prior Positions: 2005 Chief Marketing Officer, Group Executive, Sony Corporation 1990 Joined Sony Corporation...

  • Page 94
    ...: 2016 Current Positions within Sony: Executive Vice President, Officer in charge of Mobile Communications Business, New Business Platform (Strategy) Prior Positions: 2014 Group Executive, Sony Corporation 2013 Senior Vice President, Corporate Executive, Sony Corporation 1987 Joined Sony Corporation...

  • Page 95
    ... 2016. Eight Corporate Executive Officers waived their remuneration linked to business results for the fiscal year ended March 31, 2015. ***** The Phantom Restricted Stock Plan includes the amount that will be paid to a Director who resigned on the day of the Ordinary General Meeting of Shareholders...

  • Page 96
    ... Officers on an individual basis. Name Position Basic Remuneration remuneration linked to (Yen in business results millions) (Yen in millions) Phantom restricted stock plan (Yen in millions) Granted Total number of stock (Yen in acquisition rights* millions) (Thousand shares) Sony Corporation...

  • Page 97
    ...The resigning Director shall purchase Sony Corporation's Common Stock with this remuneration. (b) Basic policy of Corporate Executive Officer remuneration Taking into account that Corporate Executive Officers are key members of management responsible for executing the business operations of Sony, in...

  • Page 98
    ... for the execution of the business of Sony Corporation. A summary of the governance system adopted by Sony Corporation is set forth below. The Board of Directors determines fundamental management policy and other important matters related to the management of Sony and oversees the performance of...

  • Page 99
    ... securities laws and regulations to the extent applicable to Sony Corporation. The Audit Committee's primary responsibility is to review the consolidated and non-consolidated financial statements and business reports to be submitted by the Board of Directors at the General Meeting of Shareholders...

  • Page 100
    ... fiscal year ended March 31, 2016. No Directors have executed service contracts with Sony providing for benefits upon termination of service as a Director. Under the Companies Act and the Articles of Incorporation of Sony Corporation, Sony Corporation may, by a resolution of the Board of Directors...

  • Page 101
    ...Pictures, Music and Financial Services segments increased, the total number of employees decreased due to production adjustments implemented at manufacturing sites in East Asia (except Japan) and restructuring initiatives taken mainly in the Mobile Communications ("MC") segment. As of March 31, 2016...

  • Page 102
    ... by Sony to Directors and Corporate Executive Officers as of May 30, 2016 and which were outstanding as of the same date. Year granted (Fiscal year ended March 31) Total number of shares subject to stock acquisition rights (in thousands) Exercise price per share 2016 2016 2015 2015 2014 2014...

  • Page 103
    ...with stock acquisition rights) are taken into account in determining both the size of the reported entity's holding and Sony's total issued share capital. To the knowledge of Sony Corporation, it is not directly or indirectly owned or controlled by any other corporation, by any foreign government or...

  • Page 104
    ... of business, Sony purchases materials, supplies, and services from numerous suppliers throughout the world, including firms with which certain members of the Board of Directors are affiliated. In addition, in the fiscal year ended March 31, 2016, sales to affiliates accounted for under the equity...

  • Page 105
    ... financial statements included in this annual report. Item 9. A. The Offer and Listing Offer and Listing Details Trading Markets The principal trading markets for Sony Corporation's ordinary shares are the Tokyo Stock Exchange (the "TSE") in the form of Common Stock and the New York Stock Exchange...

  • Page 106
    ... Sony Corporation's Common Stock on the TSE was 3,051 yen. On June 10, 2016, the closing sales price per share of Sony Corporation's ADS on the NYSE was 28.03 U.S. dollars. B. Plan of Distribution Not Applicable C. Markets Please refer to Item 9 A "Offer and Listing Details." D. Selling Shareholders...

  • Page 107
    ...F. Expenses of the Issue Not Applicable Item 10. Additional Information A. Share Capital Not Applicable B. Memorandum and Articles of Association Organization Sony Corporation is a joint stock corporation (Kabushiki Kaisha) incorporated in Japan under the Companies Act (Kaishaho) of Japan. It is...

  • Page 108
    ...to requisite internal authorizations as required by the Companies Act), their retirement age, or a requirement to hold any shares of capital stock of Sony Corporation. For more information on Directors, refer to "Board Practices" in "Item 6. Directors, Senior Management and Employees." Capital stock...

  • Page 109
    ... of a General Meeting of Shareholders, but Sony Corporation may authorize distributions of Surplus by a resolution of the Board of Directors as long as its non-consolidated annual financial statements and certain documents for the last business year present fairly its assets and profit or loss, as...

  • Page 110
    ... cancelled its treasury stock after the end of the last business year) the book value of such treasury stock (if Sony Corporation has distributed Surplus to its shareholders after the end of the last business year) the total book value of the Surplus so distributed certain other amounts set forth in...

  • Page 111
    ... over (y) the total amount of stockholders' equity and certain other amounts set forth by an ordinance of the Ministry of Justice appearing on the consolidated balance sheet as of the end of the last business year. If Sony Corporation has prepared interim financial statements as described below...

  • Page 112
    ... one-quarter of the total voting rights of which are directly or indirectly held by Sony Corporation. If Sony Corporation eliminates from its Articles of Incorporation the provisions relating to units of stock, holders of capital stock will have one vote for each share they hold. Except as otherwise...

  • Page 113
    ...specially favorable" price (or any offering of stock acquisition rights to acquire shares of capital stock, or bonds with stock acquisition rights on "specially favorable" conditions) to any persons other than shareholders; (4) the exemption of liability of a Director, Corporate Executive Officer or...

  • Page 114
    ... names and addresses of Sony Corporation's shareholders, the numbers of shares of Common Stock held by them and other relevant information as of such respective record dates. The price of shares generally goes ex-dividends or ex-rights on Japanese stock exchanges on the second business day prior to...

  • Page 115
    ... through exchange of treasury stock for shares or assets of the acquired company. (Unit share system) The Articles of Incorporation of Sony Corporation provide that 100 shares constitute one "unit" of shares of stock. The Board of Directors or the Corporate Executive Officer to whom the authority to...

  • Page 116
    ... Trade Act of Japan and its related cabinet orders and ministerial ordinances (the "Foreign Exchange Regulations") govern the acquisition and holding of shares of capital stock of Sony Corporation by "exchange non-residents" and by "foreign investors." The Foreign Exchange Regulations currently...

  • Page 117
    ... a bank or financial instruments business operator registered under Japanese law. If a foreign investor acquires shares of a Japanese company that is listed on a Japanese stock exchange (such as the shares of capital stock of Sony Corporation) or that is traded on an over-the-counter market in Japan...

  • Page 118
    ..., provided, with respect to dividends paid on listed shares issued by a Japanese corporation (such as the shares of Common Stock or ADSs of Sony Corporation) to non-resident Holders other than any individual shareholder who holds 3 percent or more of the total shares issued by the relevant Japanese...

  • Page 119
    ... dividend is paid a passive foreign investment company ("PFIC"). Based on Sony Corporation's audited financial statements and relevant market and shareholder data, Sony Corporation believes that it was not treated as a PFIC for U.S. federal income tax purposes with respect to its 2015 taxable year...

  • Page 120
    ... gains or losses are recognized in earnings. In addition, Sony holds marketable securities, such as straight bonds and stocks in yen or other currencies, in the Financial Services segment to obtain interest income or capital gain on the financial assets under management. These securities include...

  • Page 121
    ... on a consolidated basis. The VaR of interest rate risk and stock price risk consists of risks arising from the volatility of the interest rates and stock prices against invested securities and derivatives transactions in the Financial Services segment. The net VaR for Sony's entire portfolio...

  • Page 122
    ... of Securities Other Than Equity Securities A. Debt Securities Not Applicable B. Warrants and Rights Not Applicable C. Other Securities Not Applicable D. American Depositary Shares Citibank N.A. (the "Depositary") serves as the depositary for Sony Corporation's ADSs. ADS holders ("Holders...

  • Page 123
    ... program, associated operating expenses, investor relations advice and access to an internet-based tool used in Sony's investor relations activities. For the fiscal year ended March 31, 2016, the amount of such indirect payments was estimated to total 5,000 U.S. dollars. Item 13. Defaults, Dividend...

  • Page 124
    ... the New York Stock Exchange ("NYSE") Corporate Governance Standards. Item 16B. Code of Ethics Sony has adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. The code of ethics applies to Sony's Chief Executive Officer, Chief Financial...

  • Page 125
    ... services. Audit Committee's Pre-Approval Policies and Procedures Consistent with the U.S. Securities and Exchange Commission rules regarding auditor independence, Sony Corporation's Audit Committee is responsible for appointing, reviewing and setting compensation, retaining, and overseeing the work...

  • Page 126
    ... Equity Securities by the Issuer and Affiliated Purchasers The following table sets out information concerning purchases made by Sony Corporation during the fiscal year ended March 31, 2016. (a) Total number of shares purchased (c) Total number of shares purchased as part of publicly announced plans...

  • Page 127
    ... officer or employee of a company, or has an immediate family member of an executive officer of a company, that makes payments to, or receives payments from, the listed company, its parent or a consolidated subsidiary for property or services in an amount which, in any of the last three fiscal years...

  • Page 128
    ..., a corporate executive officer, a general manager or other employee of any company whose aggregate amount of transactions with Sony Group, in any of the last three fiscal years, exceeds the greater of an amount equivalent to 1,000,000 U.S. dollars, or 2 percent of the annual consolidated sales of...

  • Page 129
    ... executed business of the listed company until recently. As of June 17, 2016, 8 of the 11 members of Sony's Board of Directors qualified as "outside" directors. In addition, all 8 "outside" directors are qualified and designated as "Independent Directors" under the Securities Listing Regulations of...

  • Page 130
    ... approval to the shareholders' meeting. Unlike listed U.S. companies under NYSE rules, it is not responsible for developing governance guidelines or overseeing the evaluation of the board and management. Under the Companies Act, a majority of its members must be "outside" directors, as defined under...

  • Page 131
    ... operations of the company or such subsidiary, as the case may be, or a corporate executive officer of the company or any of its subsidiaries, or an accounting counselor, general manager or other employee of any of such subsidiaries. Sony's Charter of the Board of Directors also requires each member...

  • Page 132
    ...disclose the status of its corporate governance under the Companies Act, Financial Instruments and Exchange Act and its related regulations, and the Securities Listing Regulations of the Tokyo Stock Exchange; however, Sony does not have corporate governance guidelines that cover all the requirements...

  • Page 133
    ... report: 1.1 Articles of Incorporation of Sony Corporation, as amended (English Translation) , incorporated by reference to Exhibit 1.1 to Sony's annual report on Form 20-F for the fiscal year ended March 31, 2015 (Commission file number 001-06439) filed on June 23, 2015 Share Handling Regulations...

  • Page 134
    ... for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. SONY CORPORATION (Registrant) By: /s/ KENICHIRO YOSHIDA (Signature) Kenichiro Yoshida Executive Deputy President and Chief Financial Officer Date: June 17, 2016 134

  • Page 135
    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Page Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets at March 31, 2015 and 2016 ...Consolidated Statements of Income for the years ended March 31, 2014, 2015 and 2016 ......

  • Page 136
    ... statements listed in the accompanying index present fairly, in all material respects, the financial position of Sony Corporation and its subsidiaries (the "Company") at March 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended...

  • Page 137
    [THIS PAGE IS INTENTIONALLY LEFT BLANK] F-3

  • Page 138
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Balance Sheets March 31 Yen in millions 2015 2016 ASSETS Current assets: Cash and cash equivalents Marketable securities Notes and accounts receivable, trade Allowance for doubtful accounts and sales returns Inventories Other receivables ...

  • Page 139
    ...' account in the life insurance business Other Total liabilities Redeemable noncontrolling interest Commitments and contingent liabilities EQUITY Sony Corporation's stockholders' equity: Common stock, no par value - 2015 - Shares authorized: 3,600,000,000; shares issued: 1,169,773,260 2016 - Shares...

  • Page 140
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Income Fiscal year ended March 31 2014 Yen in millions 2015 2016 Sales and operating revenue: Net sales Financial services revenue Other operating revenue Costs and expenses: Cost of sales Selling, general and administrative ...

  • Page 141
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Income (Continued) Yen 2015 2014 2016 Per share data: Common stock Net income (loss) attributable to Sony Corporation's stockholders - Basic - Diluted Cash dividends The accompanying notes are an integral part of these ...

  • Page 142
    ... year ended March 31 Yen in millions 2015 2016 2014 Net income (loss) Other comprehensive income, net of tax - Unrealized gains on securities Unrealized gains (losses) on derivative instruments Pension liability adjustment Foreign currency translation adjustments Total comprehensive income (loss...

  • Page 143
    ..., net (Gain) loss on revaluation or impairment of securities investments held in the financial services business, net Deferred income taxes Equity in net income of affiliated companies, net of dividends Changes in assets and liabilities: (Increase) decrease in notes and accounts receivable, trade...

  • Page 144
    ... of long-term debt Payments of long-term debt Increase (decrease) in short-term borrowings, net Increase in deposits from customers in the financial services business, net Proceeds from issuance of convertible bonds Proceeds from issuance of new shares of common stock Dividends paid Other Net cash...

  • Page 145
    ... Consolidated Statements of Changes in Stockholders' Equity Yen in millions Accumulated Sony Additional other Treasury Corporation's Common paid-in Retained comprehensive stock, at stockholders' Noncontrolling stock capital earnings income cost equity interests Total equity Balance at March 31, 2013...

  • Page 146
    ... Statements of Changes in Stockholders' Equity (Continued) Yen in millions Accumulated Sony Additional other Treasury Corporation's Common paid-in Retained comprehensive stock, at stockholders' Noncontrolling stock capital earnings income cost equity interests Total equity Balance at March 31, 2014...

  • Page 147
    ... Corporation's Common paid-in Retained comprehensive stock, at stockholders' Noncontrolling stock capital earnings income cost equity interests Total equity Balance at March 31, 2015 Issuance of new shares Exercise of stock acquisition rights Stock-based compensation Comprehensive income: Net...

  • Page 148
    ... companies ...Transfer of financial assets ...Marketable securities and securities investments ...Leases ...Goodwill and intangible assets ...Insurance-related accounts ...Short-term borrowings and long-term debt ...Housing loans and deposits from customers in the banking business ...Fair value...

  • Page 149
    ... and digital networks. Sony is also engaged in the development, production, manufacture, and distribution of recorded music and the management and licensing of the words and music of songs. Further, Sony is also engaged in various financial services businesses, including life and non-life insurance...

  • Page 150
    ... or losses are recorded in earnings. 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 tangible and intangible assets and liabilities based on fair values at the...

  • Page 151
    ... credit risk evaluations. Inventories Inventories in the Mobile Communications ("MC"), Game & Network Services ("G&NS"), Imaging Products & Solutions ("IP&S"), Home Entertainment & Sound ("HE&S"), Devices and Music segments as well as non-film inventories for the Pictures segment are valued at cost...

  • Page 152
    ... straight-line basis over the useful life, as appropriate. Estimates used in calculating the fair value of the film costs and the net realizable value of the broadcasting rights are based upon assumptions about future demand and market conditions and are reviewed on a periodic basis. Property, plant...

  • Page 153
    ...from future profits of the related software products. The costs incurred for internal-use software during the application development stage are capitalized and amortized, mainly to selling, general and administrative expenses, on a straight-line basis over the estimated useful life. Costs related to...

  • Page 154
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Deferred insurance acquisition costs Costs that vary with and are directly related to acquiring new insurance policies are deferred as long as they are recoverable. The deferred insurance acquisition costs include such items as commissions, medical ...

  • Page 155
    ... CONSOLIDATED SUBSIDIARIES Fair value measurement Sony measures fair value as an exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The accounting guidance for fair value...

  • Page 156
    ... as hedges and the hedged items, as well as its risk management objectives and strategies for undertaking various hedging activities. Sony links all hedges that are designated as fair value or cash flow hedges to specific assets or liabilities on the consolidated balance sheets or to the specific...

  • Page 157
    ... fair value using management's best estimate. Revenues from the sale of broadcast advertising are recognized when the advertisement is aired. Revenues from subscription fees received by television networks are recognized when the service is provided. Traditional life insurance policies that the life...

  • Page 158
    ..., the fair value of the benefit is reasonably estimated and documentation from the reseller is received to support the amounts paid to the reseller. Payments meeting these criteria are recorded as selling, general and administrative expenses. For the fiscal years ended March 31, 2014, 2015 and 2016...

  • Page 159
    ... as prudent and feasible tax planning strategies which would be employed by Sony to prevent net operating loss and tax credit carryforwards from expiring unutilized. Sony records assets and liabilities for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken...

  • Page 160
    ... as of April 1, 2015. The effect of this ASU did not have a material impact on Sony's results of operations and financial position. (3) Recent accounting pronouncements not yet adopted Revenue from contracts with customers In May 2014, the FASB issued ASU 2014-09 addressing revenue recognition which...

  • Page 161
    ...of revenue and certain capitalizable assets being recorded at a subsidiary. The error began in the fiscal year ended March 31, 2012 and continued until it was identified by Sony during the fiscal year ended March 31, 2015. The adjustment, which related entirely to All Other, impacted net sales, cost...

  • Page 162
    ... 31, 2016. Sony determined that the adjustment was not material to the consolidated financial statements for the fiscal year ended March 31, 2016 or any prior periods. 3. Inventories Inventories are comprised of the following: Yen in millions March 31 2015 2016 Finished products Work in process Raw...

  • Page 163
    ... Fiscal year ended March 31 2014 2015 2016 Net revenues Operating income (loss) Net income (loss) attributable to controlling interests Percentage of ownership in equity investees 306,383 308,399 358,256 (1,064) 34,962 32,884 (15,195) (5,461) 8,388 20%-50% 20%-50% 20%-50% On June 29, 2012, an...

  • Page 164
    ... share in the underlying net assets of the investees and the carrying value of investments in affiliated companies at March 31, 2015 and 2016. Several affiliated companies are quoted on the Tokyo Stock Exchange and Sony's investments in these companies have an aggregate carrying value and fair value...

  • Page 165
    ... several accounts receivable sales programs mainly within the Electronics business. Through these programs, Sony can sell receivables to a commercial bank or a special purpose entity associated with a sponsor bank. Total receivables sold during the fiscal years ended March 31, 2014, 2015 and 2016...

  • Page 166
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Certain of the accounts receivable sales programs above also involve VIEs. Refer to Note 23. 7. Marketable securities and securities investments Marketable securities and securities investments, primarily included in the Financial Services segment, are...

  • Page 167
    ... fiscal year ended March 31, 2016. Changes in the fair value of trading securities are primarily recognized in financial services revenue in the consolidated statements of income. In the ordinary course of business, Sony maintains long-term investment securities, included in securities investments...

  • Page 168
    ...(21) (3,856) Equity securities Total 166 215,062 For the fiscal years ended March 31, 2014, 2015 and 2016, total realized impairment losses were 1,806 million yen, 949 million yen and 3,566 million yen, respectively. At March 31, 2016, Sony determined that the decline in value for securities with...

  • Page 169
    ... 31, 2016: Fiscal year ending March 31 Yen in millions 2017 2018 2019 2020 2021 Later fiscal years Total minimum lease payments Less - Amount representing interest Present value of net minimum lease payments Less - Current obligations Long-term capital lease obligations (2) Operating leases 13...

  • Page 170
    ... been accounted for as financings and are included within proceeds from issuance of long-term debt in the financing activities section of the consolidated statements of cash flows. 9. Goodwill and intangible assets Intangible assets acquired during the fiscal year ended March 31, 2016 totaled 123...

  • Page 171
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES The aggregate amortization expense for intangible assets for the fiscal years ended March 31, 2014, 2015 and 2016 was 135,664 million yen, 132,228 million yen and 125,616 million yen, respectively. The estimated aggregate amortization expense for ...

  • Page 172
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES The changes in the carrying amount of goodwill by segment for the fiscal years ended March 31, 2015 and 2016 are as follows: Yen in millions Game & Imaging Home Mobile Network Products & Entertainment Communications Services Solutions & Sound Devices ...

  • Page 173
    ...a subsidiary in the Financial Services segment underwrites, most of which are categorized as long-duration contracts, mainly consist of whole life, term life and accident and health insurance contracts. The life insurance revenues for the fiscal years ended March 31, 2014, 2015 and 2016 were 670,506...

  • Page 174
    ... payments. The credited rates associated with investment contracts range from 0.1% to 6.3%. Policyholders' account in the life insurance business is comprised of the following: Yen in millions March 31 2015 2016 Universal life insurance Investment contracts Other Total 11. Short-term borrowings...

  • Page 175
    ... 31, 2016, certain subsidiaries in the Financial Services segment pledged marketable securities and securities investments with a book value of 44,241 million yen as collateral for 40,000 million yen of long-term loans. In March 2012, Sony executed a 1,365 million U.S. dollar unsecured bank loan...

  • Page 176
    ... totaling 838,040 million yen. Sony can issue commercial paper for a period generally not in excess of 270 days up to the size of the programs. 12. Housing loans and deposits from customers in the banking business (1) Housing loans in the banking business Sony acquires and holds certain financial...

  • Page 177
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES (2) Deposits from customers in the banking business All deposits from customers in the banking business within the Financial Services segment are interest bearing deposits. At March 31, 2015 and 2016, the balances of time deposits issued in amounts of ...

  • Page 178
    ...value of Sony's assets and liabilities that are measured at fair value on a recurring basis at March 31, 2015 and 2016 are as follows: Yen in millions March 31, 2015 Presentation in the consolidated balance sheets Other Other Securities current noncurrent Marketable investments assets/ assets/ Total...

  • Page 179
    ... CORPORATION AND CONSOLIDATED SUBSIDIARIES Yen in millions March 31, 2016 Presentation in the consolidated balance sheets Other Other Securities current noncurrent Marketable investments assets/ assets/ Total securities and other liabilities liabilities Level 1 Level 2 Level 3 Assets: Trading...

  • Page 180
    ... The changes in fair value of level 3 assets and liabilities for the fiscal years ended March 31, 2015 and 2016 are as follows: Yen in millions Fiscal year ended March 31, 2015 Assets Available-for-sale securities Debt securities Japanese Foreign corporate corporate Other bonds bonds Investments...

  • Page 181
    ...LCD television market conditions in Japan, Europe and North America, and unfavorable foreign exchange rates. Sony recorded an impairment loss of 32,107 million yen and 30,643 million yen for the fiscal years ended March 31, 2014 and 2016, respectively, included within the Devices segment, related to...

  • Page 182
    ... expected contraction of the physical media market. Sony recorded impairment losses of 59,616 million yen for the fiscal year ended March 31, 2016, included within the Devices segment, related to long-lived assets in the camera module business asset group. Due to a decrease in the projected future...

  • Page 183
    ...March 31, 2016 Estimated fair value Level 2 Level 3 Carrying amount Total Level 1 Total Assets: Housing loans in the banking business Total assets Liabilities: Long-term debt including the current portion Investment contracts included in policyholders' account in the life insurance business Total...

  • Page 184
    ... investment contracts included in policyholders' account in the life insurance business were estimated based on either the market value or the discounted future cash flows using Sony's current incremental borrowing rates for similar liabilities. 14. Derivative instruments and hedging activities Sony...

  • Page 185
    ...Financial Services segment have equity future contracts, other currency contracts and hybrid financial instruments as part of their ALM, which are marked-to-market with changes in value recognized in financial services revenue. The hybrid financial instruments, disclosed in Note 7 as debt securities...

  • Page 186
    ... on derivative Fiscal year ended March 31 Location of gain or (loss) recognized in income on derivative 2014 2015 2016 Derivatives under fair value hedging relationships Interest rate contracts Foreign exchange contracts Total Financial services revenue Foreign exchange loss, net 131 (1) 130...

  • Page 187
    ... year ended March 31 Location of gain or (loss) recognized in income on derivative 2014 2015 2016 Interest rate contracts Interest rate contracts Foreign exchange contracts Foreign exchange contracts Equity contracts Total Financial services revenue Foreign exchange loss, net Financial services...

  • Page 188
    ... derivative assets, derivative liabilities, financial assets and financial liabilities as of March 31, 2015 and 2016. Yen in millions As of March 31, 2015 Gross amounts not offset in the consolidated balance sheet that are subject to master netting agreements Financial Cash instruments collateral...

  • Page 189
    ... net periodic benefit costs for the fiscal years ended March 31, 2014, 2015 and 2016 were as follows: Japanese plans: Yen in millions Fiscal year ended March 31 2014 2015 2016 Service cost Interest cost Expected return on plan assets Recognized actuarial loss Amortization of prior service costs Net...

  • Page 190
    ...) loss* Foreign currency exchange rate changes Curtailments and settlements Effect of changes in consolidated subsidiaries Other Benefits paid Benefit obligation at end of the fiscal year Change in plan assets: Fair value of plan assets at beginning of the fiscal year Actual return on plan assets...

  • Page 191
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Amounts recognized in accumulated other comprehensive income, excluding tax effects, consist of: Japanese plans Yen in millions March 31 2015 2016 Foreign plans Yen in millions March 31 2015 2016 Prior service cost (credit) Net actuarial loss ...

  • Page 192
    ..., currency and other factors that affect investment returns. The target allocations as of March 31, 2016, are, as a result of Sony's asset liability management, 29% of equity securities, 53% of fixed income securities and 18% of other investments for the pension plans of Sony Corporation and most of...

  • Page 193
    ...follows: Japanese plans Yen in millions Fair value measurements using inputs considered as Level 1 Level 2 Level 3 Asset class Fair value at March 31, 2015 Cash and cash equivalents Equity: Equity securities*1 Fixed income: Government bonds*2 Corporate bonds*3 Asset-backed securities*4 Commingled...

  • Page 194
    ... plans Yen in millions Fair value measurements using inputs considered as Level 1 Level 2 Level 3 *6 *7 *8 Asset class Fair value at March 31, 2015 Cash and cash equivalents Equity: Equity securities*1 Fixed income: Government bonds*2 Corporate bonds*3 Asset-backed securities Insurance contracts...

  • Page 195
    ... to measure Japanese and foreign plan assets at fair value. The valuation techniques are applied consistently from period to period. Equity securities are valued at the closing price reported in the active market in which the individual securities are traded. These assets are generally classified as...

  • Page 196
    ... ended March 31, 2015 and 2016: Japanese plans Yen in millions Fair value measurement using significant unobservable inputs (Level 3) Private equity Hedge funds Real estate Total Beginning balance at April 1, 2014 Return on assets held at end of year Purchases, sales, and settlements, net Ending...

  • Page 197
    ... plans 16. Stockholders' equity (1) Common stock 3,602 12,703 3,199 13,857 3,155 12,419 Changes in the number of shares of common stock issued and outstanding during the fiscal years ended March 31, 2014, 2015 and 2016 have resulted from the following: Number of shares Balance at March 31, 2013...

  • Page 198
    ... with the Companies Act. No common stock had been acquired by the resolution of the Board of Directors during the fiscal years ended March 31, 2014, 2015 and 2016. (2) Retained earnings The amount of statutory retained earnings of Sony Corporation available for dividends to shareholders as of...

  • Page 199
    ...on derivative liability instruments adjustment Foreign currency translation adjustments Unrealized gains (losses) on securities Total Balance at March 31, 2015 Other comprehensive income before reclassifications Amounts reclassified out of accumulated other comprehensive income Net current-period...

  • Page 200
    ... income 2014 2015 2016 Comprehensive income components Affected line items in consolidated statements of income Unrealized gains (losses) on securities (881) (10,515) (19,598) Financial services revenue (7,801) (7,942) (47,087) Gain on sale of securities investments, net 447 - 3,063 Loss on...

  • Page 201
    ... fiscal years ended March 31, 2014, 2015 and 2016 was 200 million yen, 1,637 million yen and 1,578 million yen, respectively. Sony issued new shares upon exercise of these rights. Sony has a stock-based compensation incentive plan for selected directors, corporate executive officers and employees in...

  • Page 202
    ... of the activities regarding the stock acquisition rights plan during the fiscal year ended March 31, 2016 is as follows: Fiscal year ended March 31, 2016 WeightedWeightedTotal average average intrinsic exercise price remaining life value Yen Years Yen in millions Number of shares Outstanding at...

  • Page 203
    ... for the fiscal years ended March 31, 2014, 2015 and 2016 are as follows: Employee termination benefits Yen in millions Non-cash Other write-downs and associated * disposals, net costs Total Balance at March 31, 2013 Restructuring costs Non-cash charges Cash payments Adjustments Balance at March...

  • Page 204
    ... ended March 31, 2014 Depreciation Other Total net associated with associated restructuring restructured costs* charges assets Employee termination benefits Total Mobile Communications Game & Network Services Imaging Products & Solutions Home Entertainment & Sound Devices Pictures Music Financial...

  • Page 205
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Yen in millions Fiscal year ended March 31, 2016 Depreciation Other Total net associated with associated restructuring restructured costs* charges assets Employee termination benefits Total Mobile Communications Game & Network Services Imaging ...

  • Page 206
    ... during the fiscal years ended March 31, 2015 and 2016. 20. Supplemental consolidated statements of income information (1) Other operating expense, net Sony records transactions in other operating expense, net due to either the nature of the transaction or in consideration of factors including the...

  • Page 207
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES (3) Advertising costs Advertising costs included in selling, general and administrative expenses for the fiscal years ended March 31, 2014, 2015 and 2016 were 474,372 million yen, 444,444 million yen and 391,326 million yen, respectively. (4) Shipping ...

  • Page 208
    ... the fiscal year ending March 31, 2016 was approximately 33%. The limitation on the use of net operating loss carryforwards, however, may result in cash tax payments being due if there is taxable income in Japan even though Sony Corporation and its national tax filing group in Japan have significant...

  • Page 209
    ... tax liabilities: Insurance acquisition costs Future insurance policy benefits Unbilled accounts receivable in the Pictures segment Unrealized gains on securities Intangible assets acquired through stock exchange offerings Undistributed earnings of foreign subsidiaries and corporate joint ventures...

  • Page 210
    ... of Sony Music Entertainment (Japan) Inc. in a public offering to third parties in November 1991, as Sony does not anticipate any significant tax consequences on the possible future disposition of its investment based on its tax planning strategies. At March 31, 2016, Sony had net operating loss...

  • Page 211
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES A reconciliation of the beginning and ending gross amounts of unrecognized tax benefits is as follows: Yen in millions March 31 2015 2014 2016 Balance at beginning of the fiscal year Reductions for tax positions of prior years Additions for tax ...

  • Page 212
    ...fiscal years ended March 31, 2014 and 2015 due to Sony incurring a net loss attributable to Sony Corporation's stockholders for these fiscal years, and potential shares related to stock acquisition rights were excluded as anti-dilutive for the fiscal year ended March 31, 2016 when the exercise price...

  • Page 213
    ... were included in Sony's consolidated balance sheets were as follows: Yen in millions Assets: Cash and cash equivalents Account receivables, net Other current assets Property, plant and equipment, net Intangibles, net Goodwill Other noncurrent assets Total assets Liabilities: Accounts payable and...

  • Page 214
    ... the power to direct the activities of the production company. Sony's maximum exposure to losses as of March 31, 2016 is the amount of investment and the future funding commitments, which total 50 million U.S. dollars. As described in Note 6, certain accounts receivable sales programs also involve...

  • Page 215
    ... also acquired related inventories from Toshiba. SCK subsequently changed its name to Sony Semiconductor Manufacturing Corporation, effective April 1, 2016. As the purchase price for the Toshiba Transferred Assets was fully allocated to identifiable tangible and intangible assets and no liabilities...

  • Page 216
    ... challenges in the PC market. As a result, for the fiscal year ended March 31, 2014, Sony recorded an impairment loss of 12,817 million yen for long-lived assets, based on the present value of estimated net cash flows. Additionally, Sony recorded charges of 8,019 million yen in cost of sales in...

  • Page 217
    ... television programming, Sony records its share of the profits from the media or markets distributed by the other participants as sales, and the other participants' share of the profits from the media or markets distributed by Sony as cost of sales. For the years ended March 31, 2014, 2015 and 2016...

  • Page 218
    ..., 2016, the subsidiary was committed to make payments of 750 million U.S. dollars under the Music Publishing Purchase Agreements. Certain subsidiaries in the Music segment have entered into long-term contracts with recording artists, songwriters and companies for the future production, distribution...

  • Page 219
    ... matters. A Sony subsidiary outside Japan is subject to a non-Japanese customs investigation in connection with the import and export of certain HE&S products. Sony is cooperating with the relevant government authorities. Based on the stage of this investigation and information currently available...

  • Page 220
    ..., Television Productions and Media Networks. The Music segment includes Recorded Music, Music Publishing and Visual Media and Platform. The Financial Services segment primarily represents individual life insurance and non-life insurance businesses in the Japanese market and a bank business in Japan...

  • Page 221
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Segment sales and operating revenue: Yen in millions Fiscal year ended March 31 2014 2015 2016 Sales and operating revenue: Mobile Communications - Customers Intersegment Total Game & Network Services - Customers Intersegment Total Imaging Products & ...

  • Page 222
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Segment profit or loss: Yen in millions Fiscal year ended March 31 2014 2015 2016 Operating income (loss): Mobile Communications Game & Network Services Imaging Products & Solutions Home Entertainment & Sound Devices Pictures Music Financial Services ...

  • Page 223
    ... year ended March 31 2014 2015 2016 Equity in net income (loss) of affiliated companies: Mobile Communications Game & Network Services Imaging Products & Solutions Home Entertainment & Sound Devices Pictures Music Financial Services All Other Consolidated total Depreciation and amortization: Mobile...

  • Page 224
    ... ended March 31 2014 2015 2016 Sales and operating revenue: Mobile Communications Game & Network Services Hardware Network Other Total Imaging Products & Solutions Digital Imaging Products Professional Solutions Other Total Home Entertainment & Sound Televisions Audio and Video Other Total Devices...

  • Page 225
    SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Geographic Information: Sales and operating revenue attributed to countries and areas based on location of external customers for the fiscal years ended March 31, 2014, 2015 and 2016 and property, plant and equipment, net as of March 31, 2015 and 2016 ...

  • Page 226
    ... 2016, a series of earthquakes occurred in the Kumamoto region of Japan. Due to these earthquakes, the operations at Sony Semiconductor Manufacturing Corporation's Kumamoto Technology Center, which is the primary manufacturing site for image sensors for digital cameras and security cameras as well...

  • Page 227
    ... SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES Yen in millions Additions charged to costs and Deductions expenses (Note 1) Balance at beginning of period Other (Note 2) Balance at end of period Fiscal year ended March 31, 2014: Allowance for doubtful accounts and sales Returns Fiscal year ended...

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  • Page 229
    ... the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have...

  • Page 230
    ... the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have...

  • Page 231
    ... officers of Sony Corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Annual Report on Form 20-F for the fiscal year ended March 31, 2016 (the "Form 20-F") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange...

  • Page 232
    ...-208113) of Sony Corporation of our report dated May 20, 2016, except for Note 29, as to which the date is June 17, 2016, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form...