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Sony 6-K 2008 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 December 2008
Commission File Number: 001-06439
SONY CORPORATION
(Translation of registrant's name into English)
1-7-1 KONAN, 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,
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 No X
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-______
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.
Date: December 1, 2008
Quarterly Securities Report For the three months ended September 30, 2008
(TRANSLATION)
Sony Corporation
CONTENTS
I Corporate Information (1) Selected Consolidated Financial Data
Notes:
(2) Business Overview There was no significant change in the business of the Company and its consolidated subsidiaries (collectively “Sony”) during the three months ended September 30, 2008. As of September 30, 2008, the Company had 1,069 subsidiaries and 78 affiliated companies, among which 1,029 companies are consolidated subsidiaries (including variable interest entities) of the Company. It has applied the equity accounting method for 71 affiliated companies.
(3) Changes in Subsidiaries and Affiliated Companies There was no significant change in subsidiaries and affiliated companies during the three months ended September 30, 2008.
(4) Number of Employees The following table shows the number of employees as of September 30, 2008.
* Figures less than one hundred are rounded to the nearest unit.
II State of Business (1) Manufacturing, Orders Received and Sales The products that Sony manufactures and sells are extremely diverse. Due to the nature of electronics devices, home game consoles, game software, and music and video software, Sony generally manufactures products based on forecasts. Because Sony maintains a relatively stable and necessary level of product inventory in order to carry out manufacturing for the Electronics segment, its level of production is similar to its level of sales. As a result, please refer to the description of the Electronics segment results in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.
(2) Material Contracts There was no execution of material contracts during the three months ended September 30, 2008.
(3) Management’s Discussion and Analysis of Financial Condition and Results of Operations i) Results of Operation
Foreign Exchange Fluctuations and Risk Hedging There was no significant change during the three months ended September 30, 2008.
Status of Cash Flow Operating Activities: During the three months ended September 30, 2008, there was a net cash inflow of 72.9 billion yen in operating activities, an increase of 48.0 billion yen, or 192.5 percent year-on-year. For all segments excluding the Financial Services segment, 4.9 billion yen of net cash was provided in operating activities, a decrease of 0.4 billion yen, or 7.9 percent year-on-year. The Financial Services segment had a net cash inflow of 67.9 billion yen from operating activities, an increase of 42.4 billion yen, or 165.7 percent year-on-year. During the three months ended September 30, 2008, with respect to all segments excluding the Financial Services segment, the major inflow factors included an increase in notes and accounts payable, trade and a cash contribution from net income, after taking into account depreciation and amortization. This exceeded cash outflow, which included an increase in inventory within the Electronics and Game segments. The Financial Services segment generated net cash mainly from an increase in revenue from insurance premiums reflecting a steady increase in insurance-in-force at Sony Life. Compared with the same period of the previous fiscal year, within all segments excluding the Financial Services segment, although there was a significant decrease in cash outflow from notes and accounts receivable, trade, net cash inflow decreased slightly mainly as a result of an increase in inventory within the Electronics and Game segments. Within the Financial Services segment, net cash generated increased year-on-year mainly due to an increase in revenue from insurance premiums reflecting a steady increase in insurance-in-force at Sony Life. Investing Activities: During the three months ended September 30, 2008, Sony used 273.8 billion yen of net cash in investing activities, an increase of 124.8 billion yen, or 83.7 percent year-on-year. For all segments excluding the Financial Services segment, 128.0 billion yen of net cash was used in investing activities, an increase of 84.4 billion yen, or 193.2 percent year-on-year. The Financial Services segment used 149.0 billion yen in net cash, a increase of 51.6 billion yen, or 53.0 percent year-on-year. During the three months ended September 30, 2008, with respect to all segments excluding the Financial Services segment, there were payments for items such as purchases of manufacturing equipment in the Electronics segment. Within the Financial Services segment, payments for investments carried out at Sony Life, and payments for investments and advances carried out at Sony Bank, where operations are expanding, exceeded proceeds from the maturities and sales of marketable securities and collections of advances. Compared with the same period of the previous fiscal year, net cash used in investing activities increased within all segments excluding the Financial Services segment, mainly due to the proceeds from the sale of a portion of Sony’s former headquarters site in the same period of the previous fiscal year. Within the Financial Services segment, net cash used in investing activities increased year-on-year mainly due to a decrease in proceeds from the maturities and sales of marketable securities and collections of advances, which were partially offset by a decrease in payments for investments, carried out at Sony Life. In all segments excluding the Financial Services segment, net cash used by operating and investing activities combined was 123.1 billion yen compared to net cash used of 38.3 billion yen in the same period of the previous fiscal year. Financing Activities: During the three months ended September 30, 2008, 122.9 billion yen of net cash was provided by financing activities, a decrease of 192.9 billion yen, or 61.1 percent year-on-year. For all segments excluding the Financial Services segment, there was a net cash inflow of 4.8 billion yen in financing activities, a decrease of 176.6 billion yen compared to a net cash inflow of 181.4 billion yen in the same period of the previous fiscal year. This was primarily due to an issuance of commercial paper in the same period of the previous fiscal year. There was no such issuance in the period of this fiscal year. In the Financial Services segment, as a result of an increase in policyholder accounts at Sony Life and an increase in deposits from customers at Sony Bank, financing activities generated 121.3 billion yen of net cash, an increase of 0.9 billion yen, or 0.7 percent year-on-year. Total Cash and Cash Equivalents: Accounting for the above factors and the effect of fluctuations in the exchange rate, the total outstanding balance of cash and cash equivalents at September 30, 2008 was 700.9 billion yen, a decrease of 86.8 billion yen, or 11.0 percent compared with the balance as of June 30, 2008. This is an increase of 73.9 billion yen, or 11.8 percent compared with the balance as of September 30, 2007. The outstanding balance of cash and cash equivalents of all segments excluding the Financial Services segment, was 533.7 billion yen, a decrease of 127.1 billion yen, or 19.2 percent compared with the balance as of June 30, 2008. This is an increase of 78.5 billion yen, or 17.3 percent compared with the balance as of September 30, 2007. Within the Financial Services segment, the outstanding balance of cash and cash equivalents was 167.3 billion yen, an increase of 40.2 billion yen, or 31.7 percent compared with the balance as of June 30, 2008. This is a decrease of 4.6 billion yen, or 2.7 percent compared with the balance as of September 30, 2007.
Information of Cash Flows Separating Out the Financial Services Segment (Unaudited) The following charts show Sony’s unaudited cash flow information for all segments excluding the Financial Services segment and for the Financial Services segment alone. These separate condensed presentations are not required under U.S. GAAP, which is used in Sony’s consolidated financial statements. However, because the Financial Services segment is different in nature from Sony’s other segments, Sony utilizes this information to analyze its results without Financial Services segment and believes that these presentations may be useful in understanding and analyzing Sony’s consolidated financial statements. Transactions between the Financial Services segment and all other segments excluding the Financial Services segment are eliminated in the consolidated figures shown below.
ii) Issues Facing Sony and Management’s Response to those Issues There was no significant change during the three months ended September 30, 2008.
iii) Research and Development Research and development costs for the three months ended September 30, 2008 increased 0.6 billion yen, or 0.5 percent, to 132.3 billion yen, compared with the same quarter of the previous fiscal year. The ratio of research and development costs to sales (excluding Financial Services segment revenue) decreased from 6.8 percent to 6.7 percent. The bulk of research and development costs were incurred in the Electronics and Game segments. Expenses in the Electronics segment increased 1.6 billion yen, or 1.4 percent, to 112.7 billion yen and expenses in the Game segment increased 0.4 billion yen, or 2.1 percent, to 19.4 billion yen. In the Electronics segment, approximately 67 percent of expenses were for the development of new product prototypes while the remaining 33 percent were for the development of mid- to long-term new technologies in such areas as next-generation displays, semiconductors and communications.
iv) Liquidity and Capital Resources There was no significant change during the three months ended September 30, 2008.
III Property, Plant and Equipment (1) Major Property, Plant and Equipment There was no significant change during the three months ended September 30, 2008.
(2) Plan for the Purchase and Retirement of Major Property, Plant and Equipment During the three months ended September 30, 2008, there was no significant change in the purchase and retirement of property, plant and equipment from the plan at June 30, 2008. During the three months ended September 30, 2008, there was no significant new firm plan of the purchase and retirement of major property, plant and equipment.
IV Company Information (1) Information on the Company’s Shares i) Total Number of Shares 1) Total Number of Shares
2) Number of Shares Issued
Notes:
ii) Stock Acquisition Rights
Stock acquisition rights (outstanding as of September 30, 2008)
Bonds with stock acquisition rights (outstanding as of September 30, 2008)
Convertible bonds (outstanding as of September 30, 2008)
iii) Status of Rights Plan
Not applicable.
iv) Changes in the Number of Total Shares Issued and the Amount of Common Stock
Notes:
v) Status of Major Shareholders (As of September 30, 2008)
Notes:
vi) Status of Voting Rights 1) Shares Issued (As of September 30, 2008)
2) Treasury Stock (As of September 30, 2008)
Notes:
(2) Stock Price Range Highest and lowest prices during the past six months
There were no changes in directors and corporate executive officers between the filing date of the Securities Report (Yukashoken Houkokusho) for the fiscal year ended March 31, 2008 and the filing date of this Quarterly Securities Report (Shihanki Houkokusho) on November 14, 2008.
V Financial Statements
(i) Consolidated Balance Sheets (Unaudited) Sony Corporation and Consolidated Subsidiaries
(Continued on following page.)
Consolidated Balance Sheets (Unaudited)
The accompanying notes are an integral part of these statements.
(ii) Consolidated Statements of Income (Unaudited) Sony Corporation and Consolidated Subsidiaries
The accompanying notes are an integral part of these statements.
Consolidated Statements of Income (Unaudited) Sony Corporation and Consolidated Subsidiaries
The accompanying notes are an integral part of these statements.
(iii) Consolidated Statement of Cash Flows (Unaudited) Sony Corporation and Consolidated Subsidiaries
(Continued on following page.)
Consolidated Statement of Cash Flows (Unaudited)
The accompanying notes are an integral part of these statements.
Index to Notes to Consolidated Financial Statements Sony Corporation and Consolidated Subsidiaries
Notes to Consolidated Financial Statements 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 its 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) Newly Adopted Accounting Pronouncements: Fair Value Measurements - In September 2006, the FASB issued FAS No. 157, “Fair Value Measurements”. FAS No. 157 establishes a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures about the use of fair value measurements. FAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. In February 2008, the FASB issued FASB Staff Positions (“FSP”) FAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” and FSP FAS 157-2, “Effective Date of FASB Statement No. 157”. FSP FAS 157-1 removes certain leasing transactions from the scope of FAS No. 157. FSP FAS 157-2 partially delays the effective date of FAS No. 157 until April 1, 2009 for Sony for certain nonfinancial assets and liabilities. In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for that Asset Is Not Active”. FSP FAS 157-3 clarifies the application of FAS No. 157 in a market that is not active. Sony adopted FAS No. 157 on April 1, 2008 with regards to financial assets and liabilities. The adoption of FAS No. 157 as it relates to financial assets and liabilities did not have a material impact on Sony’s consolidated results of operations and financial position. Sony is currently evaluating the impact for nonfinancial assets and liabilities. Descriptions required to be disclosed by FAS No. 157 are omitted.
Fair Value Option for Financial Assets and Financial Liabilities - In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. FAS No. 159 permits companies to choose to measure, on an instrument-by-instrument basis, various financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The fair value measurement election is irrevocable and subsequent changes in fair value must be recorded in earnings. Sony adopted FAS No. 159 on April 1, 2008. Sony did not elect the fair value option for any assets or liabilities, that were not previously carried at fair value. Accordingly, the adoption of FAS No. 159 had no impact on Sony’s consolidated financial statements. However, its effects on future periods will depend on the nature of instruments held by Sony and its elections under the provisions of FAS No. 159.
Equity in Net Income of Affiliated Companies - Sony periodically reviews the presentation of its financial information to ensure that it is consistent with the way management views the consolidated operations. Since Sony considers its equity investments to be integral to its operations, effective April 1, 2008, Sony reports equity in net income of affiliated companies as a component of operating income. Prior to April 1, 2008, equity in net income of affiliated companies was presented below minority interest in income (loss) of consolidated subsidiaries and above net income in Sony’s consolidated results of operations. As a result of the reclassification, both operating income and income before income taxes increased by 1,145 million yen for the three months ended September 30, 2008, and by 3,385 million yen for the six months ended September 30, 2008. The reclassification did not affect net income for the three and six months ended September 30, 2008.
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 will be included with the provision based on the ETR in the interim period in which they occur.
Certain reclassifications of the financial statements for the fiscal year ended March 31, 2008 have been made to conform to the presentation for the interim period ended September 30, 2008.
2. Inventories Inventories at September 30 and March 31, 2008 are summarized as follows:
3. Reconciliation of the Differences between Basic and Diluted Net Income per Share (“EPS”) Reconciliation of the differences between basic and diluted EPS for the six and three months ended September 30, 2008 is as follows:
Potential shares of common stock upon the exercise of stock acquisition rights, which were excluded from the computation of diluted EPS since they had an exercise price in excess of the average market value of Sony’s common stock during the fiscal period, were 11,491 thousand shares for the six months ended September 30, 2008.
Potential shares of common stock upon the exercise of stock acquisition rights, which were excluded from the computation of diluted EPS since they had an exercise price in excess of the average market value of Sony’s common stock during the fiscal period, were 12,075 thousand shares for the three months ended September 30, 2008.
4. Commitments and Contingent Liabilities
A. Loan Commitments Commitments outstanding at September 30, 2008 totaled 300,787 million yen. The main components of these commitments are loan agreements that subsidiaries in the Financial Services segment have entered into with their customers in accordance with the condition of the contracts.
B. Purchase Commitments and other Commitments outstanding at September 30, 2008 amounted to 225,973 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, 2008, such commitments outstanding were 33,614 million yen. Certain subsidiaries in the Pictures segment have entered into agreements with creative talent for the development and production of films and television programming as well as agreements with third parties to acquire completed films, or certain rights therein. These agreements mainly cover various periods through March 31, 2011. As of September 30, 2008, these subsidiaries were committed to make payments under such contracts of 53,671 million yen. In April 2005, Sony Corporation has entered into a partnership program contract with Fédération Internationale de Football Association (“FIFA”). Through this program Sony Corporation will be able to exercise various rights as an official sponsor of FIFA events including the FIFA World CupTM* from 2007 to 2014. As of September 30, 2008, Sony Corporation was committed to make payments under such contract of 23,718 million yen. * FIFA World CupTM is a registered trademark of FIFA.
Sony had contingent liabilities including guarantees given in the ordinary course of business, which amounted to 47,590 million yen at September 30, 2008. The major components of the contingent liabilities are as follows: In connection with the December 2007 refinancing of the debt obligation of a third party investor in Sony’s U.S. based music publishing business, Sony has issued a guarantee to a creditor of the third party investor pursuant to which Sony will provide a minimum offer of 300 million U.S. dollars to the creditor to purchase certain assets that are being held as collateral by the third party creditor against the obligation of the third party investor. The assets held as collateral for the third party investor’s obligation consist of the third party investor’s 50% ownership interest in the music publishing subsidiary. At September 30, 2008, the fair value of the collateral exceeded 300 million U.S. dollars. The European Commission (“EC”) issued the Waste Electrical and Electronic Equipment (“WEEE”) directive in February 2003. The WEEE directive requires electronics producers after August 2005 to finance the cost for collection, treatment, recovery and safe disposal of waste products. In most member states of the European Union (“EU”), the directive has been transposed into national legislation subject to which Sony recognizes the liability for obligations associated with WEEE. As of the interim period ended September 30, 2008, the accrued amounts in respect to the above mentioned WEEE have not been significant. However, since the regulation has not been finally adopted and put into practice in all individual member states, Sony will continue to evaluate the impact of this regulation. Sony Corporation and certain of its subsidiaries are defendants in several pending lawsuits and are subject to inquiries by various government authorities. However, based upon the information currently available to both Sony and its legal counsel, the management of Sony believes that damages from such lawsuits or inquiries, if any, are not likely to have a material effect on Sony's consolidated financial statements.
5. Business Segment Information Sony is comprised of the Electronics segment, Game segment, Pictures segment, Financial Services segment and All Other. Business segment information is prepared in accordance with these segments. The Electronics segment designs, develops, manufactures and distributes audio-visual, informational and communicative equipment, instruments and devices throughout the world. The Game segment designs, develops and sells PlayStation®2, PLAYSTATION®3 and PSP® (PlayStation Portable) game consoles and related software mainly in Japan, the U.S. and Europe, and licenses to third party software developers. The Pictures segment develops, produces and manufactures image-based software, including film, video, and television mainly in the U.S., and markets, distributes and broadcasts in the worldwide market. The Financial Services segment primarily represents individual life insurance and non-life insurance businesses in the Japanese market, leasing and credit financing businesses and a bank business in Japan. All Other consists of various operating activities, primarily including a music business, a network service business, an animation production and marketing business, and an advertising agency business in Japan. Sony’s products and services are generally unique to a single operating segment. The operating segments reported below are the segments of Sony for which separate financial information is available and for which operating profit or loss amounts are evaluated regularly by executive management in deciding how to allocate resources and in assessing performance.
Business Segments -
Electronics intersegment amounts primarily consist of transactions with the Game segment, Pictures segment and All Other. Game intersegment amounts primarily consist of transactions with the Electronics segment. All Other intersegment amounts primarily consist of transactions with the Electronics, Game and Pictures segments.
Sales and operating revenue for the three months ended September 30, 2008 is as follows:
Electronics intersegment amounts primarily consist of transactions with the Game segment, Pictures segment and All Other. Game intersegment amounts primarily consist of transactions with the Electronics segment. All Other intersegment amounts primarily consist of transactions with the Electronics, Game and Pictures segments.
Segment profit or loss for the six and three months ended September 30, 2008 are as follows:
Operating income (loss) is Sales and operating revenue less Costs and expenses, and includes Equity in net income of affiliated companies.
29
Other Significant Items:
The following table is a breakdown of Electronics sales and operating revenue to external customers by product category. The Electronics segment is managed as a single operating segment by Sony’s management.
Geographic Information - Sales and operating revenue attributed to countries based on location of customers for the six and three months ended September 30, 2008 are as follows:
There are not any individually material countries with respect to the sales and operating revenue included in Europe and Other areas. Transfers between reportable business or geographic segments are made at arms-length prices. There were no sales and operating revenue with any single major external customer for the six and three months ended September 30, 2008.
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The following information shows sales and operating revenue and operating income by geographic origin for the six months ended September 30, 2008. In addition to the disclosure requirements under FAS No. 131, Sony discloses this supplemental information in accordance with disclosure requirements of the Financial Instruments and Exchange Act of Japan, to which Sony, as a Japanese public company, is subject.
The following information shows sales and operating revenue and operating income by geographic origin for the three months ended September 30, 2008. In addition to the disclosure requirements under FAS No. 131, Sony discloses this supplemental information in accordance with disclosure requirements of the Financial Instruments and Exchange Act of Japan, to which Sony, as a Japanese public company, is subject.
6. Subsequent Event On October 1, 2008, Sony completed the acquisition of Bertelsmann AG's (“Bertelsmann”) 50% stake in SONY BMG MUSIC ENTERTAINMENT (“SONY BMG”). The music company, to be called SONY MUSIC ENTERTAINMENT, became a wholly owned subsidiary of Sony. The transaction was structured as follows: First, a portion of Bertelsmann's interest in SONY BMG was redeemed for approximately $600 million of cash by SONY BMG. Sony then purchased the remaining interest from Bertelsmann for approximately $600 million.
(2) Other Information
i) Subsequent to September 30, 2008 An interim cash dividend for Sony Corporation Common Stock was approved at the Board of Directors meeting held on October 29, 2008 as below:
1. Total amount of interim cash dividends: 30,105 million yen 2. Amount of an interim cash dividend per share: 30 yen, comprising a regular cash dividend of 20 yen and a special cash dividend of 10 yen 3. Payment date: December 1, 2008
Note: Interim dividends are to be distributed to the shareholders and beneficial shareholders registered as the holders or pledgees of one or more unit of shares in Sony Corporation’s register of shareholders and/or beneficial shareholders at the end of September 30, 2008.
ii) Litigation On October 18, 2006, class action lawsuits were filed in California in which the plaintiffs alleged that Sony Corporation, Sony Corporation of America, Sony Electronics Inc., other named defendants, and other unnamed parties had entered into and carried out an agreement, combination, or conspiracy to fix, raise, maintain or stabilize the prices of, and allocate the market for and production of, Static Random Access Memory (“SRAM”). Numerous similar lawsuits were filed in various jurisdictions throughout the United States, which were consolidated in a single federal court for coordinated pre-trial proceedings (the “MDL Proceeding”). Sony entities reached tolling agreements with the plaintiffs’ counsel, pursuant to which such Sony entities were not named as defendants in the Consolidated Amended Complaint for the MDL Proceeding. Also, there have been similar lawsuits filed in Canada (Quebec, British Columbia and Ontario) against those Sony entities in addition to Sony of Canada Ltd. and other major SRAM manufacturers. Sony entities including Sony of Canada Ltd. entered into a tolling agreement with the plaintiffs’ counsel, pursuant to which plaintiffs withdrew their claim against all such Sony entities in these proceedings. Also, in October 2006, Sony Electronics Inc. received a Grand Jury subpoena related to a Department of Justice investigation of potential antitrust violations in the SRAM industry. Sony continues to cooperate fully with the investigation.
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