Sony 2015 Annual Report Download - page 215

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
As the purchase price for the Renesas Transferred Assets was fully allocated to identifiable tangible and
intangible assets and no liabilities were assumed, no goodwill was 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.
On December 4, 2015, Sony Corporation and Toshiba Corporation (“Toshiba”) signed definitive agreements
(the “Transfer Agreements”) to transfer to Sony Corporation and to SCK, Toshiba-owned semiconductor
fabrication facilities, equipment and related assets, as well as other related equipment and assets owned by
Toshiba, for 19,000 million yen.
On March 31, 2016, pursuant to the Transfer Agreements, SCK acquired from Toshiba a portion of the
semiconductor fabrication facilities, equipment and related assets (the “Toshiba Transferred Assets”) for
16,700 million yen. The purchase price for the Toshiba Transferred Assets is included within Other in the
investing activities section of the consolidated statements of cash flows. SCK is utilizing the Toshiba Transferred
Assets to establish a new technology center and further strengthen its production capacity for CMOS image
sensors. The purchase price for the Toshiba Transferred Assets was allocated and recorded primarily to
machinery and equipment. SCK also entered into a supply arrangement with Toshiba to manufacture and supply
CMOS image sensors for a certain period following the acquisition. In connection with this acquisition, SCK 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 were assumed, no goodwill was 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.
(3) Orchard acquisition
In April 2015, Sony Music Entertainment (“SME”), a wholly owned subsidiary of Sony, increased its
shareholding in The Orchard to 100% by acquiring Orchard Asset Holdings, LLC’s 49% equity interest for
22,168 million yen (185 million U.S. dollars).
Prior to the acquisition, SME’s interest in The Orchard was accounted for under the equity method of
accounting. As a result of SME’s obtaining a controlling interest in The Orchard, Sony consolidated The Orchard
in accordance with the accounting guidance for business combinations achieved in stages and remeasured the
51% equity interest in The Orchard that it owned prior to the acquisition at a fair value, and recognized a gain of
18,085 million yen (151 million U.S. dollars) in other operating expense, net in the consolidated statement of
income. As a result of the acquisition, Sony recorded 36,664 million yen (307 million U.S. dollars) of goodwill
and 13,806 million yen (115 million U.S. dollars) of intangible assets. The cash consideration of 19,547 million
yen (164 million U.S. dollars) paid in this transaction, net of cash received, is included within Other in the
investing activities section of the consolidated statements of cash flows.
The unaudited supplemental pro forma results of operations have not been presented because the effect of
the acquisition was not material.
(4) Other acquisitions
During the fiscal year ended March 31, 2014, Sony completed other acquisitions for total consideration of
19,373 million yen which were paid for primarily in cash and there was no material contingent consideration
subject to future change. As a result of these acquisitions, Sony recorded 10,243 million yen of goodwill and
10,965 million yen of intangible assets.
During the fiscal year ended March 31, 2015, Sony completed other acquisitions for total consideration of
23,103 million yen which were paid for primarily in cash and included the August 14, 2014 acquisition of CSC
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