UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 20-F


Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2002

2003

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)

7-35, Kitashinagawa 6-Chome, Shinagawa-ku, Tokyo 141-0001, Japan

(Address of principal executive offices)

Securities registered pursuant to Section 12 (b)12(b) of the Act.

Title of each class


  
Name of each exchange on which registered


American Depositary Shares*

  New York Stock Exchange
   Pacific Stock Exchange
   Chicago Stock Exchange

Common Stock**

  New York Stock Exchange
   Pacific Stock Exchange
   Chicago Stock Exchange

* American Depositary Shares evidenced by American Depositary Receipts. Each American Depositary Share represents one share of Common Stock.
** Effective October 1, 2001, noNo par value per share. Not for trading, but only in connection with the listing of American Depositary Shares pursuant to the requirements of the relevant exchanges.

Securities registered pursuant to Section 12 (g)12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15 (d)15(d) of the Act.

None

(Title of Class)

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 29, 200231, 2003

(Tokyo Time)


    

March 28, 20022003

(New York Time)


Title of Class


        

Common Stock

    922,816,355925,457,176     

American Depositary Shares

         54,339,60462,890,786

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)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.    Yesx    No¨

Indicate by check mark which financial statement item the registrant has elected to follow.    Item 17.¨    Item 18.x

In this document, Sony Corporation and its consolidated subsidiaries are together referred to as “Sony.” In addition, sales and operating revenue is referred to as “sales” in the narrative description except in Consolidated Financial Statements.

The noon buying rate for yen in New York City as certified for customs purposes by the Federal Reserve Bank of New York on June 18, 2002August 25, 2003 was 124.56117.43 yen = 1 U.S. 1 dollar.

As of March 31, 2002,2003, Sony Corporation had 1,0681,035 consolidated subsidiaries. It has applied the equity accounting method in respect to its 9884 affiliated companies.



Cautionary Statement with Respect to Forward-Looking Statements

Statements made in this annual report with respect to Sony’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of Sony. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “may” or “might” and words of similar meaning in connection with a discussion of future operations, financial performance, events or financial performance.conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Sony cautions you that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, and therefore you should not place undue reliance on them. You also should not rely on any obligation of Sony to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Sony disclaims any such obligation. Risks and uncertainties that might affect Sony include, but are not limited to (i) the global economic environment in which Sony operates, as well as the economic conditions in Sony’s markets, particularly levels of consumer spending; (ii) exchange rates, particularly between the yen and the U.S. dollar, euro, and other currencies in which Sony makes significant sales or in which Sony’s assets and liabilities are denominated; (iii) Sony’s ability to continue to design and develop and win acceptance of its products and services, which are offered in highly competitive markets characterized by continual new product introductions, rapid development in technology, (particularly in the Electronics business), and subjective and changing consumer preferences (particularly in the Electronics, Game, Music and Pictures businesses)segments); (iv) Sony’s ability to implement successfully the restructuring initiativespersonnel reduction and other business reorganization activities in its Electronics and Music and Pictures businesses andsegments; (v) Sony’s ability to implement successfully its network strategy for its Electronics, Music, Pictures and Pictures businesses; (v) Sony’s abilityOther segments and to compete and develop and implement successful sales and distribution strategies in light of internet and other technological developments in its Music and Pictures businesses;segments in light of the Internet and other technological developments; (vi) Sony’s continued ability to devote sufficient resources to research and development and, with respect to capital expenditures, to correctly prioritize investments (particularly in the Electronics business)segment); and (vii) the success of Sony’s joint ventures and alliances; and (viii) the outcome of contingencies.alliances. Risks and uncertainties are also include the impact of any future events with material unforeseen impacts.

Important information regarding risks and uncertainties is also set forth elsewhere in this annual report, including in“Risk FactorsFactors” included in“Item 3.Key Information”,“Item “Item 4.Information on the Company”,“Item “Item 5.Operating and Financial Review and Prospects”, “Legal Proceedings”,“Legal Proceedings included in“Item 8.Financial Information”,, Sony’s Consolidated Financial Statements referenced in“Item 8.Financial Information”,, and“Item 11.Quantitative and Qualitative Disclosures About Market Risk.”Risk”.

Table of Contents

PART I

   
Page

Item 1.

Identity of Directors, Senior Management and Advisors

  5

Item 2.

Offer Statistics and Expected Timetable

  5

Item 3.

Key Information

  5

Selected Financial Data

  5

Risk FactorsCapitalization and Indebtedness

  7

Reasons for the Offer

7

Risk Factors

7

Item 4.

Information on the Company

  14

History and Development of the Company

  14
  15
15

  1615
  17
20
22
22
22
23
23
24

  2425

Item 5.

Operating and Financial Review and Prospects

  27
Operating Results  

  27
Operating Results  
41

  5358

Research and Development

  5973
  60

  6074

Critical Accounting Policies

  6478

Recently Adopted Accounting Standards

  6682

Recent Pronouncements

  6884

Item 6.

Directors, Senior Management and Employees

  6985

Directors and Senior Management

  6985

Compensation

  7494

Board Practices

  7595

Employees

  7697

Share Ownership

  7798

Item 7.

Major Shareholders and Related Party Transactions

  79100

Major Shareholders

  79100

Related Party Transactions

  79100
Item 8.    Financial Information
80
80
82
82

   

101

Item 8.

Financial Information

101

Consolidated Statements and Other Financial Information

101

Legal Proceedings

101

Dividend Policy

103

Significant Changes

103

Item 9.

The Offer and Listing

  82103
  82

  83103

Plan of Distribution

104

Markets

104

Selling Shareholders

105

Dilution

106

Expenses of the Issue

106

Item 10.

Additional Information

  83106

Share Capital

  83106

Memorandum and Articles of Association

  84106

Material contracts

  92116

Exchange controls

  93116

Page

Taxation

  93117

Dividends and Paying Agent

119

Statement by Experts

119

Documents on Display

  94119

Subsidiary Information

119

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

  94120

Item 12.

Description of Securities Other than Equity Securities

  96121
PART II

Item 13.

  

  96121

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

  96121

Item 15.

Controls and Procedures

121

Item 16.

[Reserved]

  96121

Item 16.    [Reserved]17.

  96

PART III

Item 17.    Financial Statements

  96121

Item 18.

Financial Statements

  96122

Item 19.Exhibits

  96

Exhibits

122

PART I

Item 1.    Identity of Directors, Senior Management and Advisors

Not applicable

Applicable

Item 2.    Offer Statistics and Expected Timetable

Not applicable

Applicable

Item 3.    Key Information

Selected Financial Data

   
(Yen in millions, Yen per share amounts)

   
Year ended March 31

   
1998

  
1999

  
2000

  
2001

  
2002

Income Statement Data:
               
Sales and operating revenue  6,761,004  6,804,182  6,686,661  7,314,824  7,578,258
Operating income  514,094  338,061  223,204  225,346  134,631
Income before income taxes  459,263  377,691  264,310  265,868  92,775
Income taxes  214,868  176,973  94,644  115,534  65,211
Income before cumulative effect of accounting changes  222,068  179,004  121,835  121,227  9,332
Net income  222,068  179,004  121,835  16,754  15,310
Per Share Data*:
               
Income before cumulative effect of accounting changes               
—Basic  278.85  218.43  144.58  132.64  10.21
—Diluted  241.68  195.51  131.70  124.36  10.18
Net income               
—Basic  278.85  218.43  144.58  18.33  16.72
—Diluted  241.68  195.51  131.70  19.28  16.67
Cash dividends declared               
Interim  12.50  12.50  12.50  12.50  12.50
   (9.62 cents)  (10.13 cents)  (12.01 cents)  (11.15 cents)  (10.07 cents)
Year-end  17.50  12.50  12.50  12.50  12.50
   (12.21 cents)  (10.25 cents)  (11.58 cents)  (10.01 cents)  —  
Depreciation and amortization**:
  301,665  307,173  306,505  348,268  354,135
Capital expenditures (additions to fixed assets):
  387,955  353,730  435,887  465,209  326,734
Research and development expenses:
  318,044  375,314  394,479  416,708  433,214

   
(Yen in millions, Yen per share amounts)

   
March 31

   
1998

  
1999

  
2000

  
2001

  
2002

Balance Sheet Data:
               
Net working capital  1,045,943  1,030,463  861,674  830,734  778,716
Long-term debt  1,104,420  1,037,460  813,828  843,687  838,617
Stockholders’ equity  1,815,555  1,823,665  2,182,906  2,315,453  2,370,410
Total assets  6,403,043  6,299,053  6,807,197  7,827,966  8,185,795
Number of shares issued at year-end (thousands of shares)*:  407,195  410,439  453,639  919,617  919,744
Stockholders’ equity per share*:  2,230.69  2,224.35  2,409.36  2,521.19  2,570.31
   
(Yen)

   
Average***

  
High

  
Low

  
Period-End

Yen Exchange Rates per U.S. Dollar:
            
Year ended March 31            
1998  123.57  111.42  133.99  133.29
1999  128.10  108.83  147.14  118.43
2000  110.02  101.53  124.45  102.73
2001  111.65  104.19  125.54  125.54
2002  125.05  115.89  134.77  132.70
2001            
December     123.90  131.47  131.04
2002            
January     130.93  134.64  134.06
February     132.26  134.77  133.96
March     127.07  133.46  132.70
April     128.13  133.40  128.45
May     123.08  128.66  124.13

   Year ended March 31

   1999

  2000

  2001

  2002

  2003

   (Yen in millions, Yen per share amounts)

Income Statement Data:

               

Sales and operating revenue

  6,804,182  6,686,661  7,314,824  7,578,258  7,473,633

Operating income

  338,061  223,204  225,346  134,631  185,440

Income before income taxes

  377,691  264,310  265,868  92,775  247,621

Income taxes

  176,973  94,644  115,534  65,211  80,831

Income before cumulative effect of accounting changes

  179,004  121,835  121,227  9,332  115,519

Net income

  179,004  121,835  16,754  15,310  115,519

Per Share Data of Common Stock*:

               

Income before cumulative effect of accounting changes

               

—Basic

  218.43  144.58  132.64  10.21  125.74

—Diluted

  195.51  131.70  124.36  10.18  118.21

Net income

               

—Basic

  218.43  144.58  18.33  16.72  125.74

—Diluted

  195.51  131.70  19.28  16.67  118.21

Cash dividends declared

               

Interim

  12.50  12.50  12.50  12.50  12.50
   (10.13 cents)  (12.01 cents)  (11.15 cents)  (10.07 cents)  (10.50 cents)

Year-end

  12.50  12.50  12.50  12.50  12.50
   (10.25 cents)  (11.58 cents)  (10.01 cents)  (9.78 cents)  (10.53 cents)

Depreciation and amortization**:

  307,173  306,505  348,268  354,135  351,925

Capital expenditures (additions to fixed assets):

  353,730  435,887  465,209  326,734  261,241

Research and development expenses:

  375,314  394,479  416,708  433,214  443,128

   March 31

   1999

  2000

  2001

  2002

  2003

   (Yen in millions, Yen per share amounts)

Balance Sheet Data:

               

Net working capital

  1,030,463  861,674  830,734  778,716  719,166

Long-term debt

  1,037,460  813,828  843,687  838,617  807,439

Stockholders’ equity

  1,823,665  2,182,906  2,315,453  2,370,410  2,280,895

Total assets

  6,299,053  6,807,197  7,827,966  8,185,795  8,370,545

Number of shares issued at year-end (thousands of shares of common stock)

  410,439  453,639  919,617  919,744  922,385

Stockholders’ equity per share of common stock*:

  2,224.35  2,409.36  2,521.19  2,570.31  2,466.81

   Average***

  High

  Low

  Period-End

   (Yen)

Yen Exchange Rates per U.S. Dollar:

            

Year ended March 31

            

1999

  128.10  108.83  147.14  118.43

2000

  110.02  101.53  124.45  102.73

2001

  111.65  104.19  125.54  125.54

2002

  125.64  115.89  134.77  132.70

2003

  121.10  115.71  133.40  118.07

2002

            

December

     118.38  124.99  118.75

2003

            

January

     117.80  120.18  119.96

February

     117.14  121.30  118.22

March

     116.47  121.42  118.07

April

     118.25  120.55  119.07

May

     115.94  119.50  119.50

June

     117.46  119.87  119.87

July

     117.69  120.55  120.42

August (through August 25)

     117.43  120.47  117.43

The noon buying rate for yen in New York City as certified for customs purposes by the Federal Reserve Bank of New York on August 25, 2003 was 117.43 yen = U.S. 1 dollar.


* Per share data of common stock have been adjusted for all years to reflect the two-for-one stock split that was completed on May 19, 2000. However, no adjustment to reflect such stock split has been made to the number of shares issued atin prior year-ends.years.
** Depreciation and amortization includes amortization expenses for intangible assets and for deferred insurance acquisition costs.
*** The average yen exchange rates represent average noon buying rates on the last business day of each month during the respective period.

Notes to Selected Financial Data:

1. Cash dividends per share of common stock for the year ended March 31, 20022003 include a dividend which is subject to approval ofwas approved at the Ordinary General Meeting of Shareholders to bewhich was held on June 20, 2002.2003.

2.In July 2001, the Financial Accounting Standard Board (“FASB”) issued Statement of Financial Accounting Standards (“FAS”) No. 142 “Goodwill and Other Intangible Assets”. Sony adopted FAS No. 142 retroactive to April 1, 2001. As a result, Sony’s operating income and income before income taxes for the year ended March 31, 2002 increased by 20.1 billion yen and income before cumulative effect of accounting changes as well as net income for the year ended March 31, 2002 increased by 18.9 billion yen.
3. On April 1, 2001, Sony adopted FASthe Financial Accounting Standards (“FAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended by FAS No. 138No.138 “Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment of FASB statementthe Financial Accounting Standard Board (“FASB”) Statement No. 133”. As a result, Sony’s operating income, income before income taxes and net income for the year ended March 31, 2002 decreased by 3.0 billion yen, 3.4 billion yen and 2.2 billion yen, respectively. Additionally, Sony recorded a one-time non-cash after-tax unrealized gain of 1.1 billion yen in accumulated other comprehensive income in the consolidated balance sheet, as well as an after-tax gain of 6.0 billion yen in the cumulative effect of accounting changes in the consolidated statement of income.

3.In July 2001, the FASB issued FAS No. 142, “Goodwill and Other Intangible Assets”. Sony adopted FAS No. 142 retroactive to April 1, 2001. As a result, Sony’s operating income and income before income taxes for the year ended March 31, 2002 increased by 20.1 billion yen and income before cumulative effect of accounting changes as well as net income for the year ended March 31, 2002 increased by 18.9 billion yen.

4. In June 2000, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position (“SOP”) 00-2, “Accounting by Producers or Distributors of Films”. Sony adopted SOP 00-2 retroactive to April 1, 2000. As a result, Sony’s net income for the year ended March 31, 2001 included a one-time, non-cash charge with no tax effect of 101.7 billion yen, primarily to reduce the carrying value of its film inventory.

5. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements”. Sony adopted SAB No. 101 in the fourth quarter ended March 31, 2001 retroactive to April 1, 2000. As a result, a one-time no-cash cumulative effect adjustment of 2.8 billion yen was recorded in the income statement directly above the caption of “net income” for a change in accounting principle.

Capitalization and Indebtedness

Not Applicable

Reasons for the Offer

Not Applicable

Risk Factors

This section contains forward-looking statements that are subject to the Cautionary Statement Regarding Forward-Looking Statements appearing elsewhere in this annual report. Risks to Sony are also discussed elsewhere in this annual report, including without limitation in the other sections of thethis annual report referred to in the “Cautionary Statement with RespectCautionary Statement.

Sony may not be successful in implementing its broadband network strategy.

Sony believes that the utilization of broadband networks to Forward-Looking Statements.”

facilitate integration of hardware and content is essential to differentiating itself in the marketplace. Sony also believes that this strategy will eventually lead to consistent revenue streams. However, this strategy relies on the development (both inside and outside of Sony) of certain network technologies, coordination among Sony’s various business units, and the standardization of technological and interface specifications across business units and within industries. If Sony is not successful in implementing this strategy, it could adversely affect Sony’s mid- to long-term competitiveness.

Economic TrendsSony must produce products at competitive prices that appeal to consumers.

Sony’s Electronics and Game segments produce consumer products that compete on factors including price against products sold by an increasing number of competitors. In order to produce products that appeal to changing and increasingly diverse customer preferences, Sony’s Electronics and Game segments must develop superior technology, anticipate consumer tastes and rapidly develop attractive products. In the Electronics segment, in the face of increasingly intense pricing pressure from Korean and Chinese competitors in such product areas as home audio and portable audio, CRT televisions and video decks, Sony is focusing its resources on developing, manufacturing and marketing higher value added products. Examples include flat displays, secured media distribution services, optical media devices, and new microprocessor and system LSI for the next generation computer entertainment system, digital consumer electronics products and broadband network products. Sony’s sales and operating income are dependent on its ability to continue to develop and offer products that meet consumer preferences at competitive prices. Moreover, Sony’s Electronics and Game segments, in particular, face a market in which a relatively high percentage of consumers already possess products similar to those that Sony offers.

Sony’s sales are sensitive to economic trends in Sony’s Major Markets May Adversely Affect Sony’s Sales.major markets, which have been and may continue to be negative.

Purchases of products from Sony’s productsElectronics, Game, Music and Pictures segments are to a very significant extent discretionary. Economic downturns and declinesAccordingly, weakening economic conditions or outlook can reduce consumption in consumption inany of Sony’s major markets includingcausing material declines in Sony’s sales and operating income. In the year ended March 31, 2003 approximately 28.0 percent, 32.2 percent and 22.3 percent of Sony’s sales and operating revenue were attributable to Japan, the U.S., and Europe, respectively. If the current unfavorable economic climate in Japan continues, if the U.S. and Asia/Latin AmericaEuropean economies decline, if the effects of international political and military instability depress consumer confidence, or if other negative economic trends continue or accelerate in any of Sony’s major markets, Sony’s short to mid-term profitability may thusbe significantly adversely affected.

Foreign exchange fluctuations can affect the level of sales and Sony’s results reported in yen due to currency translation.

Sony’s consolidated statements of income are prepared from the local currency-denominated financial results and condition.

Foreign Exchange Fluctuations Can Affect Sony’s Reported Results Because of the Translation of Results into Yen and Because Sales and Expenses in Different Currencies Can Affect Results. Hedging Is Not Fully Effective Against These Factors.
Local currency denominated financial results in each of Sony’s subsidiaries around the world which are translated into yen by applyingat the average market rate during each financial period and recorded onperiod. Sony’s consolidated profit and loss statement. Localbalance sheets are prepared using local currency-denominated assets and liabilities/stockholder’sliabilities and stockholders’ equity which are translated into yen by applyingat the market rate at the end of each financial period and recorded onperiod. Accordingly, Sony’s consolidated balance sheets. Accordingly, the results, assets and liabilities/stockholder’sliabilities and stockholders’ equity in such worldwideSony’s businesses

as that operate internationally, principally in its Electronics, Game, Music and Pictures are subject tosegments, may be materially affected by foreign exchange fluctuations. In recent periods,the years ended March 31, 2001, 2002 and 2003 Sony’s consolidated operating income prepared on the basis of Generally Accepted Accounting Principles in the U.S. (“U.S. GAAP”) in yen changed from the preceding year by 1.0 percent, -40.3 percent and 37.3 percent, respectively; however, if Sony’s consolidated operating income had been prepared on a local currency basis, it would have changed in such years by 47.5 percent, -126.7 percent and -4.9 percent, respectively (refer to “Item 5.Operating and Financial Review and Prospects”). Operating results on a local currency basis described herein reflect sales and operating revenue and operating income obtained by applying the yen’s average exchange rate in the previous fiscal year to local currency-denominated monthly sales, cost of sales, and selling, general and administrative expenses in the current fiscal year. While foreign exchange fluctuations for the last two fiscal years impacted Sony’s operating results reported in yen in accordance with U.S. GAAPpositively, they may have generally been less favorable than thosenegative impact on its results in local currency.
In addition,the future, especially if the yen strengthens significantly against the U.S. dollar or euro.

Foreign exchange fluctuations can affect Sony’s results of operations due to sales and expenses in different currencies.

Short-term exchange rate fluctuations affect Sony’s operating profitability because many of Sony’s products are sold in countries other than the ones in which they were manufactured. The Electronics and Game businesses, operating profits and losses segments

are highlyespecially sensitive to the yen’s appreciation because the research and development/development, production activities and headquartersadministrative functions are concentratedlargely located in Japan so that the ratio of yen-denominated costs to total costs is higher than in other business segments. Profits and losses resulting from differences between hedged rates and market rates in the evaluation or executionratio of contracts entered for the purpose of currency hedging such as foreign exchange forward contracts and foreign currency option contracts byyen-denominated revenue to total revenue. Although Sony Corporation and its subsidiaries hedge the net foreign currency exposure resulting from import and export transactions shortly before they are projected to occur, such as Aiwa Co., Ltd., Sony Computer Entertainment Inc., and finance subsidiaries inhedging activity cannot entirely remove the U.S., Europe, and Asia are recorded on a net basis in other income and expenses, and are not included in operating profits and losses. Although Sony engages in hedging transactions for actual requirementseffect of exchange rate fluctuations.

Mid- to minimize the negative effects from short-term fluctuationslong-term volatile changes of foreign exchange rates among major invoicing currenciesrate levels, such as the decade-long strengthening of the yen against major currencies between 1985 and 1995 when it strengthened against the U.S. dollar eurofrom over 260 yen to less than 80 yen, may interfere with Sony’s global allocation of resources and yen, mid-to-long-term volatile changes of the exchange rate levels make it difficult for Sonyhinder Sony’s ability to execute planned procurement, production, logistics, and sales activities in a manner that is profitable after the effect of such exchange rate changes. Refer to“Item 11. Quantitative and may adversely affect Sony’s consolidated financial resultsQualitative Disclosure about Market Risk” and condition.

Compliance with Changes in Accounting Requirements Can Adversely Affect Sony’s Reported Financial Results and Condition
In June 2001, the FASB issued FAS No. 143, “Accounting for Asset Retirement Obligations”. This statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement shall be effective for fiscal years beginning after June 15, 2002. Sony is now in the process of assessing the impact that the statement will have on Sony’s results of operations and financial position.
In April 2002, the FASB issued FAS No. 145, effective for fiscal years beginning or transactions occurring after May 15, 2002. This statement rescinds certain authoritative pronouncements and amends, clarifies or describes the applicability of others. Sony is now in the process of assessing the impact that the statement will have on Sony’s results of operations and financial position.
From time to time, Sony has entered into various financing arrangements with special purpose entities. The assets and financings associated with these arrangements generally qualify for off-balance sheet treatment. Various generally accepted accounting principles specify the conditions that Sony observes in not consolidating special purpose entities. The accounting for special purpose entities is under review by the Financial Accounting Standards Board, and their non-consolidated status may change as a result of those reviews. Please see “Other Financing Arrangements” section in “Item. 5“Item 5. Operating and Financial Review and Prospects” for more information.
Changesinformation regarding Sony’s market risk management including currency risk hedging activities.

Sony must continually develop new products reflecting technological advances.

Sony’s businesses, particularly the Electronics and Game segments and certain Internet-related businesses in accounting standardsthe Other business segment, compete in product markets characterized by rapid technological innovation and rapidly changing consumer demand. In order to compete in such markets Sony must continually innovate and adopt new technology in order to produce new products. Technologies that are significant for Sony’s future growth include new microprocessor and other system LSIs for the next generation of computer entertainment system, digital consumer electronics and broadband network products and display technologies for organic electro-luminescent displays, field emission displays, LCDs and imaging devices. Sony has incurred and may continue to incur significant expenditures in research and development and other expenses to develop and acquire technology, and if Sony is not successful in such efforts there may be promulgatedan adverse affect on Sony’s reputation as a technological innovator and on Sony’s sales.

Sony’s business reorganization efforts are costly and may not attain their objectives.

In order to allocate managerial resources properly into core areas and improve operating efficiency and profitability, Sony is concentrating its resources in profitable businesses by withdrawing from or downsizing under-performing businesses. In the last three fiscal years, significant restructuring activities include, in the future cannotElectronics segment, the exit from certain computer display CRT manufacturing activities, the restructuring of, acquisition of the third-party minority interest in, and subsequent merger with Aiwa Co., Ltd. and its subsidiaries (“Aiwa”) and the decision to close a semiconductor plant in the U.S., and, in the Music segment, the shutdown of a cassette and CD assembly and distribution center in Holland and a CD manufacturing facility in the U.S., and the downsizing of and withdrawal from a number of businesses designed to capitalize on the growth of the Internet through strategic investments. Sony is proceeding to reduce the number of its employees around the world, and personnel reductions have been carried out in the Electronics and Music segments. Restructuring has also been carried out in the Pictures segment, including the consolidation of its television operations and downsizing of the network television production business. Restructuring charges recorded for all segments combined were 35 billion yen, 107 billion yen and 106 billion yen for the years ended March 31, 2001, 2002 and 2003, respectively.

Sony is planning to incur costs totaling approximately 300 billion yen in restructuring charges over the next three years. Reorganization expenses incurred in connection with these actions are recorded in cost of sales or selling, general and administrative expense, and thus decrease Sony’s consolidated net income. Moreover, due to factors including regional labor regulations and union contracts, it may not be predictedpossible to execute such reorganizations as planned. Therefore such reorganizations may not result in reductions in expenses, improved efficiency, increased ability to respond to market changes or reallocation of resources to more profitable activities. Inability to fully implement successfully these planned restructuring initiatives may cause Sony to have insufficient financial resources to carry out its research and development plans and invest in targeted

growing business areas. Without such investment, Sony may not be able to develop advanced digital technology and create new types of products and business platforms that combine media content distribution services and broadband-ready digital technology products.

Sony must manage its supply of parts and inventory based on demand forecasts.

Particularly in the Electronics and Game segments Sony places orders for components, determines production and plans inventory in advance based on its forecast of consumer demand, which is highly volatile and difficult to predict. In the past Sony has experienced both a shortage of semiconductors that caused Sony to be unable to meet demand for its personal computers and AV products as well as a surplus in certain semiconductors that resulted in losses when semiconductor prices fell. Restructuring and other changes in the semiconductor industry may cause a shortage of supply of semiconductors and affect Sony’s production and/or the cost of goods sold because Sony consumes a tremendous volume of semiconductor parts and components for its products. Sony’s profitability may be adversely affected by supply or inventory shortages, delays in cost reductions or inventory adjustments that, as a result of efforts to reduce inventory by temporarily halting production or by reducing the retail price of goods, will lead to an increase in the ratio of cost of sales to sales and a resultant decrease in profitability. Sony writes down the value of its inventory when components or products have become obsolete, exceed the amount expected to be used or are otherwise recorded at more than net realizable value. Such inventory adjustments have had, and if Sony is not successful in managing its inventory may in the future have, a material adverse effectaffect on Sony’s reported consolidatedoperating income and profitability.

Sony’s Game and Electronics segments’ sales display year-end holiday seasonal variation.

Since the Game segment offers a relatively small range of products (PS one hardware, PlayStation 2 hardware and related software) and is dependent upon year-end holiday season demand, it is particularly susceptible to weak sales and supply shortages that prevent it from meeting demand for its products during this season.

The Electronics segment is also dependent upon year-end holiday season demand and, to a lesser extent, is susceptible to weak sales and supply shortages that prevent it from meeting demand for its products during this season.

Sony’s Music and Pictures segments are subject to digital piracy, and this risk grows more acute as new technologies develop.

In Sony’s Music and Pictures segments, technological developments have created new risks with respect to Sony’s ability to protect its intellectual property. Advances in technology that allow for the transfer and downloading of digital music and AV files from the Internet without authorization from the owners of rights to such content have threatened the conventional copyright-based business model by making it easier to create and redistribute unauthorized music and AV files. Such unauthorized distribution has adversely affected sales and operating results within the Music segment and threatens to adversely affect sales and operating income in the Pictures segment. These technological advances include new digital devices such as analog recorders, personal video recorders, CD and DVD burners and peer-to-peer digital distribution services. As a result, Sony has incurred and may continue to incur expenses to develop new services for the authorized digital distribution of music, movies and television programs and to combat unauthorized digital distribution of its intellectual property. These initiatives will increase Sony’s near-term expenses and may not achieve their intended result.

Sony’s Music segment is dependent on establishing new artists, and Sony’s Music and Pictures segments are subject to higher prices for talent.

Sony’s Music segment is highly dependent on establishing artists that appeal to customers, and the competition with other entertainment companies for such talent is intense. Therefore, if the Music segment is

unable to find and establish new talented artists, it may adversely affect this segment’s sales and operating income. In addition, with respect to both the Music and Pictures segments, Sony has experienced and may continue to experience significant increases in talent-related spending.

Sony’s Pictures segment is subject to labor interruption.

The Pictures segment is directly or indirectly dependent upon highly specialized union members who are essential to the production of motion pictures and television programs. A strike by one or more of these unions could delay or halt production activities. Such a delay or halt, depending on the length of time involved, could cause delay or interruption in the release of new motion pictures and television programs and thereby could adversely affect revenues and cash flows in the Pictures segment.

Sony’s Financial Services segment is subject to variability in claims, valuation losses, shifts in customers’ demand, prudent and foresightful ALM and mandatory contributions to a policy holder insurance fund.

Sony’s Financial Services segment faces unpredictable increases in insurance claims and shifts in customers’ demand from more profitable products such as life guarantees to less profitable products such as annuities. This segment also may incur valuation losses if the value of securities purchased for investment purposes continues to decrease. In addition if it failed to conduct Asset Liability Management (“ALM”) in a prudent and foresightful manner to pursue optimal combination of possible risks and expected returns on investment assets and underwriting risks on insurance policy benefit, Sony’s Financial Services segment may not be able to keep providing competitive products and services to customers on a long-term basis. Sony’s Financial Services segment is also subject to mandatory contributed reserves for the Life Insurance Policyholders Protection Corporation of Japan (“PPC”). The PPC was established in 1998 to provide financial resultssupport to insolvent life insurance companies, and condition.

Stock Price Fluctuations Affect Sony’s Results Becauseall life insurers in Japan, including Sony Life Insurance Co., Ltd. (“Sony Life”), are members of the Accounting TreatmentPPC and are subject to assessment by the PPC based on their respective share of Its Stock Linked Incentive Compensation Programs.
insurance industry premiums and policy reserves. Since some life insurers have become insolvent since 1998, the PPC’s financial resources have already been reduced in providing financial support to those companies. If there are further bankruptcies of life insurers, solvent life insurers including Sony has adopted stock-price linked incentive compensation programs for selected management employees, and such compensation costs are recognized in incomeLife may be required to contribute additional financial resources. Sony Life’s estimated future contribution to be required based on the excess, if any, ofassessments made by the quoted market price of Sony Corporation’s stock at the grant date of the award orPPC is incorporated in other measurement date over the stated exercise price

of the award. Accordingly, a rise in the stock price of Sony Corporation may adversely affect Sony’s consolidated financial results and condition.
Sony Depends on Skilled Personnel for Its Continued Success in Designing, Developing and Introducing New Products and in Managing These Processes.
Continued technological superiority of Sony’s products and services is a critical element of Sony’s competitive success. An increasingly important factor in Sony’s competitiveness is the continuing performance of skilled managerial and technical personnel. Experienced personnel in the industries in which Sony competes are in high demand, and competition for their talents is intense. There can be no assurance that Sony will be successful in attracting and retaining the key personnel it needs, and the expenses in obtainingSony Life’s income statements and retaining these personnel are expected to increase.
long-term liabilities in its balance sheet.

The CooperationSony’s cooperation and Alliancesalliances with, and Strategic Investmentsstrategic investments in, Third Parties Undertaken by third parties may not produce successful results.

Sony May Not Produce Successful Results.

Sony carries out many activities with other companies such asincreasingly relies on alliances, joint ventures and strategic investments, including investments in venture companies. Sony’s reliance on these strategies of partnering with third parties is increasing. These activities are important forsuch joint ventures as Sony Ericsson Mobile Communications, AB (“SEMC”), S.T. Liquid Crystal Display Corporation (“ST-LCD”) and other companies, in order to develop and introduce promising new products and services, such as information and communication equipment for which demand is increasing, and to introduce new services using digital network technologies. In addition, Sony may carry out a large amount of strategic investmentmake substantial investments in other entities in order to proceed withdevelop broadband network businesses in the future. However, because some of these companies are new ventures and the results from these activities are largely dependent on business trends as well as the financial condition of partner companies, weak trends or disappointing performance of such partners may adversely affect the success of these activities. Sony’s equity in net losses of affiliated companies was approximately 44.5 billion yen, 34.5 billion yen and 44.7 billion yen for the years ended March 31, 2001, 2002 and 2003 respectively. In addition, the success of these activities may be adversely affected by the inability of Sony and its partners to successfully define and reach their common objectives. AlthoughIn recent years, Sony striveshas recorded substantial losses and writedowns in some of its equity affiliates (refer to Note 5 of Notes to Consolidated Financial Statements). Similar losses and writedowns may occur in the future.

Sony’s physical facilities and information systems are subject to damage as a result of disasters, outages, malfeasance or similar events.

Sony headquarters, part of Sony’s major data centers and many of Sony’s most advanced device manufacturing facilities, including those for semiconductors, are located in Japan, where the possibility of disaster or damage from earthquake is generally higher than in other parts of the world. In addition, Sony’s facilities and offices, including those for research and development, material procurement, manufacturing, logistics, sales, and services are located throughout the world and are subject to the possibility of disaster or outage or similar disruption as a result of any of a number of events. As the role of information systems becomes more important in Sony’s operating activities, such issues as shutdowns of information systems due to the aforementioned disasters, software/hardware defects, and computer viruses, as well as misappropriation, leakage, falsification, and disappearance of internal databases, including information of customers or vendors, pose increasing risks. Despite backup and other redundancies for major data centers, Sony may be unable to avoid or prevent such events, and if any such event occurs, it may impair Sony’s operational activities, generate expenses relating to physical or personal damage, or hurt Sony’s brand image.

Sony is subject to financial and reputational risks due to product quality and liability issues.

Sony products, such as software (including software for mobile phone handsets) and electronic devices including semiconductors, are becoming increasingly sophisticated and complicated as rapid advancements in technologies occur and demand increases for digital equipment. At the same time, since technological life cycles are becoming shorter, Sony is required to introduce new products and services in a shorter period of time. Handling these changes is particularly important for Sony because technological and product leadership is a factor in its competitive success. At the same time product quality and liability issues present greater risks. In the first half of the fiscal year ended March 31, 2002, Sony recalled products in the mobile phone handset business duplication amongfor quality reasons, which resulted in increased after-sales service expenses of 18.6 billion yen. Sony’s efforts to manage change and control product quality may not be successful and if they are not, Sony may incur expenses such as those for product recalls, service and lawsuits and Sony’s brand image and reputation for quality products may suffer.

Sony may be adversely affected by its group subsidiaries, by entering into alliances, joint ventures,employee benefit obligations.

Sony recognizes an unfunded pension obligation (in an amount equal to (i) its Projected Benefit Obligation or “PBO” less (ii) the fair value of plan assets and strategicaccrued pension and severance costs) as a pension cost in a systematic and gradual manner over employees’ average remaining service periods as required under FAS No. 87, “Employers’ Accounting for Pensions”. Any decrease of pension asset value due to low return from investments or increase of PBO due to a lower discount rate may increase unfunded pension obligations, resulting in an increase in pension expenses recorded as cost of goods sold or as a selling, general and administrative expense. Refer to Note 14 of Notes to Consolidated Financial Statements for more information regarding Sony’s pension and severance plans.

Most pension assets and liabilities recognized on Sony’s consolidated balance sheets relate to Japanese plans, which are designedsubject to improve the corporateJapanese Welfare Pension Insurance Law pursuant to which Sony is required to meet certain financial criteria including periodic actuarial revaluation and annual settlement of gain or loss of the plan. In case of a plan deficit, that is in excess of the actuarial reserve required by the law over the fair value of pension assets, Sony may be required to make an additional contribution to the Sony group by diversifying the businesses of its subsidiaries, business overlaps and inefficiencies may arise.

plan, which would reduce consolidated cash flow.

Sony May Be Accusedmay be accused of Infringinginfringing on Intellectual Property Rights.others’ intellectual property rights and may not be able to continue to obtain necessary licenses.

There can be no assurance that claims

Sony’s products incorporate a wide variety of infringement will nottechnologies. Claims could be asserted against Sony or against our customers in connection with their use of Sony’s systemsthat such technology infringes intellectual property owned by others, and products, nor can there be any assurance as to the outcome of any such claims, givenclaim would be uncertain. In addition, many of Sony’s products are designed to include intellectual property licensed from third

parties. Based upon past experience and industry practice, Sony believes that it will be able to obtain or renew licenses relating to various intellectual properties useful in its business that it needs in the technological complexity of our systemsfuture; however, such licenses may not be available at all or on acceptable terms.

Increased reliance on external suppliers may increase financial, reputational and products.

Reorganization of Businesses and Involvement of External Suppliers May Increase Financial, Reputational and Other Risksother risks to Sony.
In order to properly allocate managerial resources and improve operating efficiency, Sony is undertaking the concentration/selection of its businesses, realignment of its facilities, and reduction in the number of its employees around the world. In connection with these actions, it is possible that there may be reorganization expenses which adversely affect Sony’s consolidated financial results and condition. Moreover, the intended beneficial effects from such reorganizations may not be achieved.
In addition, with

With the increasing necessity of pursuing quick business development and operating efficiency with limited managerial resources, Sony increasingly procures importantfrom third-party suppliers components, such as plasma panels and LCD panels for televisions, and technologies, from external suppliers. Sony also increasinglysuch as wireless technologies for mobile handsets and operating software for Sony’s PCs and for personal digital assistants. In addition, it consigns to external suppliers extensive activities including procurement, manufacturing, logistics, sales and services, and procures from external suppliers infrastructures such as fixed assets and communications. Accordingly, Sony’s reliance on such external suppliers, including from strategic alliances or

joint ventures, is increasing.other services. Reliance on outside sources increases the chances that Sony cannot control or avoid the introduction ofwill be unable to prevent products from incorporating defective or inferior third partythird-party technology or components, whichcomponents. Products with such defects can adversely affect Sony’s consolidated financial resultssales and condition or its reputation for quality products. This reliance on third partiesexternal suppliers may also raise issues caused byexpose Sony to the effects of suppliers’ insufficient compliance with applicable regulationregulations or third-party intellectual property rights.

Sony Is Subjectis subject to Competitive Pressures, Including Price, Technological Change, Product Developmentenvironmental and Quality.occupational health and safety regulations that can increase the costs of operations or limit its activities.

Sony is subject to environmental and occupational health and safety regulations relating to matters such as reductions in the use of harmful substances, comprehensive risk management in manufacturing activities and final products, the use of lead-free soldering, decreases in the level of standby power, and the recycling of products and packaging materials. For example, in October 2001, Sony Computer Entertainment Europe Limited temporarily halted shipments of the PS one game console destined for the European market after Dutch authorities determined levels of cadmium were above the limits allowed under Dutch regulations. PS one shipments were resumed after confirming that there was no health risk to users during use, and Sony worked closely with Dutch authorities to replace non-compliant components to meet their standards. Moreover, on February 13, 2003 the European Parliament and the Counsel of the European Union published directives on waste electrical and electronic equipment and on the restriction of the use of certain hazardous substances in electrical and electronic equipment. These directives will generally require electronics producers after August 2005 to bear the cost of collection, treatment, recovery and safe disposal of past and future products from end-users and to ensure after June 2006 that new electrical and electronic equipment does not contain specified hazardous substances. While the cost of these directives to Sony cannot be determined before regulations are adopted in individual member states, it may be substantial. Sony may not comply in all cases with applicable environmental and other regulations, and if it does not, Sony may incur remediation cost or sustain injury to its brand image. Sony’s activities may be limited if Sony is unable to comply with such regulations, which could adversely affect Sony’s results.

Sony is subject to the risks of operations in different countries.

A substantial portion of Sony’s activities are conducted outside Japan, including in developing and emerging markets. Sony operates its manufacturing subsidiaries in 16 countries and its sales subsidiaries in 43 countries. Countries where Sony manufactures its principal products are Japan, Malaysia, China, the U.S., the U.K., Spain and Mexico. Sony seeks advantages from international operations, such as low-cost production and mid- to long-term potential of consumer markets in China, particularly in the Electronics and Game segments, and the potential prolonging of product life cycles in the current hardware business through sales to markets in Eastern Europe, the Middle East and East Asia (excluding Japan) in the Game segment.

However, international operations bring challenges. Production in China and other Asian countries of Electronics products increases the time necessary to supply products to Europe and the U.S., which can make it more difficult to meet changing customer demand and preferences. Concentration of production of personal

computer components in China and Taiwan could lead to production interruptions if another catastrophe or widespread contagion, similar to the spread of Severe Acute Respiratory Syndrome “SARS”, occurred there. Further, Sony may encounter difficulty in planning and managing operations due to unfavorable political or economic factors, such as the suspension of trading of the peso and resulting disorder in Argentina, cultural and religious conflicts or unexpected legal or regulatory changes such as import or export controls, nationalization or restrictions on repatriation of returns from foreign investments.

Sony is subject to competition from firms that may be more specialized.

Sony’s businesses face a broad range of competitors, from large international companies to an increasing number of relatively small, rapidly growing, and highly specialized organizations. Sony has a portfolio of businesses in different industries while many of its competitors specialize in one or more of these business areas. As a result, Sony may not fund or invest in certain of its businesses to the same degree that its competitors do, and these companies may have greater financial, technical, and marketing resources available to them than the businesses of Sony against which they compete.

    Electronics Business

In the Electronics business, the environment is becoming more demanding due to a number of factors, including the following:
an increase in the number of new market entrants that have new technologies,
intensifying competition in the industry,
rapid technological progress,
oversupply of digital products such as PCs, which account for a growing proportion of Sony’s business,American Depositary Share (“ADS”) holders have fewer rights than shareholders and of electronic devices such as semiconductors,
a rise in the market penetration ratios of products, and
global price erosion from such trends as the deregulation of export and import regimes and the establishment of new sales channels such as the Internet.
Sony continues to incur significant expenses, including depreciation expenses resulting from a high level of capital expenditures for critical devices including semiconductors, high levels of research and development expenses for development of digital equipment that requires new technologies and of basic technologies, royalty expenses to acquire technologies indispensable for the development and production of information and communication equipment, advertising expenses, and personnel expenses. However, Sony may face difficulties in adequately providing for such expenses and capital expenditures due to weak sales caused by such factors as a lack of products and services that appeal to customers, decreases in unit sales stemming from either a rise in the market penetration ratios of products or from increases in sales prices in response to volatile fluctuations of exchange rates, or supply shortages of core devices/other parts and inventory shortages of products, especially when product demand is the highest. Moreover, such factors as reductions in production/inventories in response to weak sales in certain areas or product categories may adversely affect Sony’s consolidated financial results and condition. Furthermore, regarding Aiwa Co., Ltd., an approximately 61 percent owned consolidated subsidiary of Sony Corporation, reorganization expenses, such as severance expenses and loss on sale and disposal of long-lived assets, and writedown of inventories relating to a reduction of fixed costs before the company is taken private by Sony in October 2002, will likely adversely affect Sony’s consolidated financial results and condition. In addition, there can be no assurance that continued restructuring initiatives at Aiwa will be successful.
    Game Business
In the Game business, the competitive environment is becoming more difficult due to competitors’ introduction of new hardware and software with various formats that can have increasing appeal to customers, rapid technological progress, a rise in the market penetration ratios of products, and

diversification of customers’ preferences. Sony continues to incur significant expenses such as depreciation expenses resulting from a high level of capital expenditures in prior years to increase production of semiconductors for PlayStation 2 hardware, research and development expenses for semiconductors and software, advertising expenses, and personnel expenses. However, Sony may face difficulties in adequately providing for such expenses and capital expenditures due to weak sales caused by such factors as supply shortages of core devices/other parts and inventory shortages of hardware, especially when product demand is the highest, delays in introductions or decreases in the number of software titles that appeal to customers, or decreases in hardware unit sales stemming from a rise in the market penetration ratios of products. Also, delays in cost reductions and reductions in production/inventories, in response to a changeover to new hardware or slow sales, may adversely affect Sony’s consolidated financial results and condition.
Furthermore, the fact that in the Game business Sony offers a relatively small range of products and is dependent upon seasonal demand makes it particularly susceptible to weak sales and supply shortages.
    Music Business
In the Music business, market growth continues to contract due to the slowdown in worldwide economic growth, the saturation of the CD market, the effects of piracy and other illegal duplication, parallel imports, diversification of customer preferences, and pricing pressures. Due to this market contraction, it will be difficult for Sony to maintain profit margins. The Music business is highly dependent on establishing artists that appeal to customers, and the competition among record companies for such talent is intense. Therefore, if the Music business is unable to find and establish new talented artists, it may adversely affect Sony’s consolidated financial results and condition. Furthermore, advances in technologies which allow for the transfer and downloading of digital music files from the Internet without authorization from rights owners may threaten the conventional copyright-based business model and may adversely affect Sony’s Music business. Corresponding to this change in the business model, expenses to develop new services, which combine digital network technologies and music content, and other strategic investments may also adversely affect Sony’s near-term consolidated financial results and condition.
    Pictures Business
The Pictures business is highly competitive. Major motion picture studios and independent film production companies are aggressively competing in the production and distribution of films all over the world. Companies within the Pictures business also compete against other forms of entertainment and leisure-time activities, including sporting events, concerts, video games, the Internet and other computer-related activities. To remain competitive in this environment, higher levels of spending are generally required for production, talent, marketing and worldwide distribution of films. Although Sony is working to hold down production and exploitation costs for certain films by collaborating with and purchasing product from other studios, sales of film product may not adequately provide for the recovery of all related film costs due to factors such as a lack of acceptance by customers or varying customer preferences. Furthermore, technological developments have created new risks with respect to Sony’s ability to protect its intellectual property, which may adversely affect Sony’s consolidated financial results and condition.
In the fiscal year ended March 31, 2001, Sony consolidated its domestic television operations and downsized its network television development and production investments. Sony remains a producer and distributor for the broadcast syndication and cable markets while pursuing selected network programming opportunities. In the Television production and distribution business, available network broadcast time is limited and the audience is increasingly fragmented among the major broadcast networks, cable and independent television stations. Competition to obtain customers between major networks and other production and distribution companies is becoming more intense. Furthermore, broadcast networks are increasingly producing their own shows internally. This competitive environment has resulted in fewer opportunities to produce shows for the networks and a shorter lifespan for ordered shows that do not

immediately achieve favorable ratings. As a result, Sony, as well as other participants in the industry, have seen an increase in the number of new programs being distributed yet cancelled in their first or second season, shows which are generally less profitable, and a decrease in the number of network programs that are able to achieve syndication, the latter being shows which are generally more profitable. In addition, Sony and other members of the industry have experienced significant increases in talent spending. Such developments may adversely affect Sony’s consolidated financial results and condition despite the downsizing discussed above. Furthermore, spending required to develop new services which combine digital network technologies and movies/television programs and other strategic investments may adversely affect Sony’s consolidated financial results and condition.
The Pictures Business may be directly or indirectly dependent upon union members, and work stoppages or strikes organized by such unions could materially adversely impact Sony’s business or financial result and condition.
    Financial Services Business
In the Financial Services business, with deregulation of the industry in Japan, the number of new market entrants from outside Japan and from other industries is increasing. Also, customers are becoming more exacting in regards to product selection and prices. In this environment, if Sony’s life insurance business cannot provide products and services that fit customers’ needs and achieve stable investment returns from its stock, bond, and real estate assets, Sony’s consolidated financial results and condition may be adversely affected. Moreover, increases in insurance claims that Sony cannot accurately predict and shifts in customers’ demand from such profitable products as life guarantees to such less profitable products as annuities may adversely affect Sony’s consolidated financial results and condition. Moreover, if additional competitors in the insurance industry go bankrupt, further increases in the amount of mandatory contributed reserves for the Life Insurance Policyholders Protection Corporation of Japan may adversely affect Sony’s consolidated financial results and condition. In the non-life insurance business, revenues have not yet been sufficient to cover such expenses as advertising expenses necessary for business expansion, and increases in insurance claims that Sony cannot accurately predict may adversely affect Sony’s consolidated financial results and condition.
In addition, Sony’s banking business, Sony Bank Inc. started operations in June 2001. This business may not be able to collect sufficient depositsenforce judgments based on U.S. securities laws.

The rights of shareholders under Japanese law to take actions, including voting their shares, receiving dividends and distributions, bringing derivative actions, examining Sony’s accounting books and records and exercising appraisal rights are available only to shareholders of record. Because the depositary, through its custodian agents, is the record holder of the shares underlying the ADSs, only the depositary can exercise those rights in connection with the deposited shares. The depositary will make efforts to vote the shares underlying ADSs in accordance with the instructions of ADS holders and will pay the dividends and distributions collected from customers to earn sufficient return on its loans and portfolio investments to cover expenses such as development costs for the information systems and general expenses; this may adversely affect Sony’s consolidated financial results and condition. Furthermore the bank maySony. However, ADS holders will not be able to effectively controlbring a derivative action, examine Sony’s accounting books and records, or exercise appraisal rights through the various risks it faces including, credit risks, liquidity risks, operational risk, legal risk, and reputational risk; this inability could also adversely affect the achievement of its business goals and may adversely affect Sony’s consolidated financial results and condition.

In the leasing and credit financing business, increases in funds required for purchasing goods to be leased and in leasehold assets, increases in non-performing receivables due to default in payment by customers, and decreases in profitability attributable to intensifying competition may adversely affect Sony’s consolidated financial results and condition.
    Internet Related Businesses and Other New Businesses
depositary.

Sony is actively expanding Internet related businesses and other new businesses. Such businesses include Sony Communication Network Corporation, whose main business is an Internet service provider. In addition, new businesses utilizing “FeliCa”, a non-contact IC card technology developed independently by Sony for Internet shopping and transportation services are also includedincorporated in such businesses mentioned above. These businesses operate in competitive markets characterized by rapid advancements in technology and competitionJapan with existing large companies/new market entrants. In this environment, Sony’s consolidated financial results and condition may be adversely affected as a result of the substantial

expenditures that are required to compete and that may exceed revenues. In addition, if these businesses fail to attract customers due to delays in expansion of Internet subscribers or customers’ anxieties in terms of security, these businesses may be forced to change their business models.
    Equity Affiliates
In recent years, Sony has recorded substantial losses and writedowns in some of its equity affiliates. These losses and writedowns have included those at Loews Cineplex Entertainment Corporation (“Loews”), including a total writedown of the carrying value of Loews, at Sony Ericsson Mobile Communications (“SEMC”), at The Columbia House Company (“CHC”), at American Video Glass Company (“AVGC”), and at Telemundo Communications Group, Inc. and affiliates (“Telemundo”). Similar losses and writedowns may occur in the future.
In April 2002, Sony completed the sale of its equity interest in Telemundo. Also, Sony plans to sell most of each interest in CHC by June 2002, subject to conditions including regulatory approval in the U.S.
In addition, equity affiliates include newly established businesses in which expenses may exceed revenues.
Sony Is Subject to Increasing Financial and Reputational Risks Due to Product Quality/Liability Issues
Corresponding to rapid advancements in technologies and increases in demand for digital equipment, such technologies as software and electronic devices including semiconductors, that are utilized in products and services Sony introduces in the market, are becoming increasingly sophisticated and complicated. At the same time, since the technological life cycle is becoming shorter, Sony is required to introduce products and services in a shorter period of time. These factors apply particularly to Sony because of the importance to it of technological and product leadership as a feature of its competitive success. Accordingly, product quality/liability issues present greater risks. Sony endeavors to prevent the occurrence of such issues in advance by incorporating such measures as the Six Sigma method for improving management quality. Further, in order to minimize damages generated from any product quality/liability issues, Sony is seeking to develop a risk management structure designed to allow Sony group headquarters and each business unit to closely cooperate and to enable prompt awareness of the situation and appropriate execution of countermeasures. However, there is no assurance that Sony will be able to completely eliminate or mitigate occurrences of the aforementioned issues and consequent damages. If such factors adversely affect Sony’s operating activities, generate expenses such as those for product recalls, service, and compensation, or hurt Sony’s brand image, Sony’s consolidated financial results and condition or reputation for quality products may be adversely affected.
Sony Is Subject to the Risks of International Operations
limited liability. A substantial portion of Sony’s activity is conducted outside Japan, including in developing and emerging markets in Latin American and Asia. There are a numberthe assets of risks inherent in doing business in those markets, including the following:
less developed technological infrastructure, which can affect our production or other activities or result in lower customer acceptance of our services;
unfavorable political or economic factors;
unexpected legal or regulatory changes;
difficulties in recruiting and retaining personnel, and managing international operations;
fluctuations in currency exchange rates;
reduced protection for intellectual property rights; and
potentially adverse tax consequences.
Our inability to manage successfully the risks inherent in our international activities may adversely affect our business, financial condition and operating results.

Sony’s Physical Facilities and Information Systems and Securities Are Subject to Damage as a Result of Disasters, Outages or Similar Events.
Sony’s group headquarters functions, part of Sony’s major data centers, and many of Sony’s most advanced device manufacturing facilities, including those for semiconductors,Sony are located outside the U.S. As a result, it may be more difficult for investors to enforce against Sony judgments obtained in Japan, whereU.S. courts predicated upon the possibilitycivil liability provisions of disasterthe Federal securities laws of the U.S. or damage from earthquake is generally higher thanjudgments obtained in other partscourts outside Japan. There is doubt as to the enforceability in Japanese courts, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated solely upon the Federal securities laws of the world. In addition, Sony’s facilities or offices, including those for research and development, material procurement, manufacturing, logistics, sales, and services are located throughout the world and subject to the possibility of disaster or outage or similar disruption as a result of any of a number of events. Sony periodically carries out disaster prevention checks, facility maintenance, and safety measures to minimize possible negative effects caused by such disasters as earthquakes, water, fire, electricity failure, or accidents to its operating activities, major facilities, and employees’/customers’ health. Furthermore, as the role of information systems is becoming ever more important in Sony’s operating activities, such issues as shutdowns of information systems due to the aforementioned disasters, software/hardware defects, and computer viruses, as well as leakage, falsifications, and disappearances of internal databases, including information of customers or vendors, pose increasing risks. Although Sony is working to establish appropriate backup structures for information systems and databases, advanced levels of security, and employee education, there is no assurance that Sony will be able to completely prevent or mitigate the effect of such issues as the aforementioned disasters, outflows of harmful substances, shutdowns of information systems, and leakage, falsifications, and disappearances of internal databases. If such factors adversely affect Sony’s operating activities, generate expenses relating to physical or personal damage, or hurt Sony’s brand image, Sony’s consolidated financial results and condition may be adversely affected.
Sony Is Subject to Government Regulatory Changes That Can Limit Its Activities or Increase the Costs of Operations.
Various regulations by governments in countries in which Sony does businesses, such as required business/investment approvals, export regulations based on national-security or other reasons and other export/import regulations such as tariffs, as well as commercial, antitrust, patent, consumer and business taxation, exchange control, and environment/recycling laws and regulations, apply to Sony. If Sony is unable to comply with these regulations, they can serve to limit Sony’s activities. In addition, even if Sony is able to comply, these regulations can result in increased costs. In either event, Sony’s consolidated financial results and financial condition may be adversely affected.
In the case of environmental issues, Sony aggressively endeavors to carry out decreases in the amount of waste materials, reductions in the use of harmful substances, and comprehensive risk management in manufacturing activities, as well as in final products, the use of lead-free soldering, decreases in the level of standby power, and the recycling of products and packaging materials. Nonethless, there can be no assurance that Sony can comply in all cases with environmental regulations, and environmental regulation and the effects on Sony can adversely affect its consolidated financial results and condition.
Sony Can Be Adversely Affected by Its Employee Benefit Obligations
Regarding benefit obligations and plan assets, Sony funds and accrues the cost of benefits to asufficient level based on conservative accounting policies. However, if returns from investment assets decrease due to conditions in, for example, stock or bond markets, additional funding and accruals may be required, and such funding and accruals may adversely affect Sony’s consolidated financial results and condition.
U.S.

Item 4.Information on the Company

History and Development of the Company

Sony Corporation, the ultimate parent company of the Sony group,Group, was established in Japan in May 1946 as Tokyo Tsushin Kogyo Kabushiki Kaisha, a joint stock company (Kabushiki Kaisha) under the Japanese

Commercial Code. In January 1958, it changed its name to Sony Kabushiki Kaisha (“Sony Corporation” in English). In December 1958, Sony Corporation was listed on the Tokyo Stock Exchange (the “TSE”). In June 1961, Sony Corporation issued American Depositary Receipts (“ADRs”) in the U.S. In March 1968, Sony Corporation established in Japan CBS/Sony Records Inc., currently Sony Music Entertainment (Japan) Inc. (“SMEJ”), as a 50:50 joint venture company between Sony Corporation and CBS Inc. in the U.S. In January 1988, SMEJ became a 100 percent-ownedwholly-owned subsidiary of Sony Corporation. In September 1970, Sony Corporation was listed on the New York Stock Exchange (the “NYSE”). In August 1979, Sony Corporation established in Japan Sony Prudential Life Insurance Co., Ltd., currently Sony Life Insurance Co., Ltd. (“Sony Life”), as a 50:50 joint venture company between Sony Corporation and The Prudential Insurance Company of America. In March 1996, Sony Life became a 100 percent-ownedwholly-owned subsidiary of Sony Corporation. In July 1984, Sony Magnescale Inc., a subsidiary of Sony Corporation and currently Sony Precision Technology Inc., listed on the Second Section of the TSE. In July 1987, Sony Chemicals Corporation, a subsidiary of Sony Corporation, listed on the Second Section of the TSE. In January 1988, Sony Corporation acquired CBS Records Inc., a music business division of

CBS Inc. in the U.S. In January 1991, CBS Records Inc. changed its name to Sony Music Entertainment Inc. (“SMEI”). In November 1989, Sony Corporation acquired Columbia Pictures Entertainment, Inc. in the U.S. In August 1991, Columbia Pictures Entertainment, Inc. changed its name to Sony Pictures Entertainment Inc. (“SPE”). In November 1991, SMEJ was listed on the Second Section of the TSE. In November 1993, Sony established Sony Computer Entertainment Inc. (“SCEI”) in Japan. In January 2000, acquisition transactions by way of exchanges of stock, whereby SMEJ, Sony Chemicals Corporation, and Sony Precision Technology Inc. became wholly-owned subsidiaries of Sony Corporation, were completed. In June 2001, Sony Corporation issued shares of subsidiary tracking stock in Japan, the economic value of which is intended to be linked to the economic value of Sony Communication Network Corporation (“SCN”). In October 2002, Sony Corporation established Sony Ericsson Mobile Communications, AB (“SEMC”), as a 50:50 joint venture company between Sony Corporation and Ericsson of Sweden.

In October 2002, Aiwa Co., Ltd. (“Aiwa”) became a wholly-owned subsidiary of Sony Corporation. In December 2002, Sony Corporation merged with Aiwa. In June 2003, Sony Corporation adopted the “Company with Committees” system in line with the revised Japanese Commercial Code (refer to “Board Practices” in“Item 6. Directors, Senior Management and Employees”).

Sony Corporation’s registered office is located at 7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo 141-0001, Japan, telephone +81-3-5448-2111.

The agent for purposes of this Item 4 is Sony Corporation of America, 550 Madison Avenue, New York, NY 10022 (Attn: Office of the General Counsel).

Reorganization of Core Businesses

In April 2002, Sony established“Network Application and Content Services”, a new sector in Sony’s organization which aims to link the Electronics, Game and Content—Music and Pictures—businesses in an effort to create synergies and new horizontal business models.
Principal Capital Investments

In the fiscal years ended March 31, 2000, 2001, 2002 and 2002,2003, Sony’s capital expenditures (additions to fixed assets on the balance sheets) were 435.9 billion yen, 465.2 billion yen, 326.7 billion yen and 326.7261.2 billion yen, respectively. Regarding a breakdown of principal capital expenditures and divestitures (including interests in other companies), refer to“Item 5.Operating and Financial Review and Prospects” and“Note 19 of Notes to Consolidated Financial Statements.” Regarding capital expenditures in progress,. Sony constructed a semiconductor-related manufacturing facility in Japan, which started operations in October 2001. Cumulative capital expenditures for the facility are expected to be approximately 100invested 40.5 billion yen byin the endsemiconductor business during the fiscal year ended March 31, 2003. For the three fiscal years commencing April 2003, Sony plans to invest approximately 500 billion yen in semiconductors for next-generation computer entertainment systems and consumer electronics as well as imaging devices for which Sony foresees major growth prospects; approximately 175 billion yen of this total will be invested in the fiscal year ending March 31, 2006, approximately 53 billion yen of which had been invested by the end of the fiscal year ended March 31, 2002.2004. The funding requirements of such various capital expenditures are expected to be financed by cash provided by operating and financing activities or cash and cash equivalents.

Business Overview and Organizational Structure

The following table sets forth the significant subsidiaries owned, directly or indirectly, by Sony Corporation.

Name of company


  

Country of incorporation


    
Percentage owned


Aiwa Co., Ltd.Japan  61.4

Sony Marketing (Japan) Inc.EMCS Corporation

  Japan    100.0

Sony EMCS CorporationComputer Entertainment Inc.

Japan99.7

Sony Life Insurance Co., Ltd.

  Japan    100.0
Sony Computer Entertainment Inc.Japan  99.7

Sony Life Insurance Co., Ltd.

Japan100.0
Sony Music Entertainment (Japan)Americas Holding Inc.Japan100.0
Sony Corporation of America

  U.S.A.    100.0

Sony ElectronicsComputer Entertainment America Inc.

U.S.A.99.7

Sony Pictures Entertainment Inc.

  U.S.A.    100.0
Sony Music Entertainment Inc.U.S.A.100.0

Sony Pictures Entertainment Inc.

U.S.A.100.0
Sony United Kingdom LimitedGlobal Treasury Services Plc.

  U.K.    100.0

Sony Electronics (Singapore) Pty.Computer Entertainment Europe Ltd.

  SingaporeU.K.99.7

Sony Holding (Asia) B.V.

Holland    100.0

In the“Electronics” business, Electronics segment, Sony is engaged in the development, design, manufacture, and sale of various kinds of electronic equipment, instruments, and devices for consumer and professional markets. Sony’s principal manufacturing facilities are located in Japan, Malaysia, China, the U.S., the U.K., Spain and Mexico, Europe, and Asia, and its products are marketed by sales subsidiaries and unaffiliated local distributors as well as direct sales via the Internet, throughout the world. In addition to internationalizing its production operations, Sony has been promoting the transfer of research and development activities and management functions overseas to bring its overseas operations into closer proximity to local communities and markets. Sony Corporation holds 61.4 percent of the shares of Aiwa Co., Ltd. (“Aiwa”), a TSE listed company, which develops, manufactures, and markets its products entirely independently from Sony Corporation. Sony has decided to take the company private on October 1, 2002.

In the“Game” business, Game segment, Sony develops, produces, manufactures, markets, distributes, licenses and distributespublishes home-use entertainment hardware and related software. This business is principally conducted through SCEI in Japan, a 99.7 percent directly and indirectly owned subsidiary of Sony Corporation.Japan. Sony Computer Entertainment America Inc. (“SCEA”) in the U.S. and Sony Computer Entertainment Europe Limited (“SCEE”) in Europe are both 100 percent-ownedwholly-owned subsidiaries of SCEI.

In the“Music” business, Music segment, Sony is engaged in the development, production, manufacture, marketing and distribution of recorded music in alla variety of commercial formats and across all musical genres, for the world outside of Japan through SMEI and in Japan through SMEJ, both of which are 100 percent directly or indirectly owned subsidiaries of Sony Corporation.

SMEJ.

In the“Pictures” business, Pictures segment, Sony is engaged in the development, production, marketing, distribution, and broadcasting of image-based software, including film, video, television, and new digital entertainment technologies, principally through SPE, a 100 percent indirectly owned subsidiary of Sony Corporation.

SPE.

In theFinancial Services” business,Services segment, Sony conducts insurance operations primarily through Sony Life, a Japanese stock life insurance subsidiary, and Sony Assurance Inc. (“Sony Assurance”), a Japanese non-life insurance subsidiary. Sony is engaged in a leasing and credit financing business in Japan through Sony Finance International Inc. These three subsidiaries are 100 percent directly owned by (Sony Corporation.Finance”). Sony also conducts an Internet-based banking business in Japan through Sony Bank Inc. (“Sony Bank”), which is an 80 percent directly owned subsidiary of Sony Corporation.

In“Other” business, the Other segment, Sony is engaged in an internet-relatedInternet-related service business mainly in Japan, an in-house oriented information system service business in Japan, an Integrated Circuit (“IC”) card business in Japan, and an advertising agency business in JapanJapan.

On April 1, 2003, in order to strengthen group governance through the promotion of integrated and location-based entertainment businessesdecentralized management, Sony reorganized its business operations into eight business units. Included in Japanthis framework are four network companies, all in the Electronics segment, and three business groups that cover the Game, Music and Pictures segments and personal solutions including finance. The eighth unit is SEMC. The objective of this reorganization is to increase the delegation of authority to these units allowing them to formulate independent strategies to achieve mid- to long-term goals. In conjunction with this reorganization, Sony named chief financial officers for each of the network companies, while retaining a chief financial officer for the entire group.

The four new network companies are: the Home Network Company, which focuses on creating a new home environment with networked electronic devices centered on next-generation TV; the IT & Mobile Solutions Network Company, which focuses on creating a connected world with PC and mobile devices and strengthening business-to-business solutions; the Broadband Network Company, which focuses on the development of next-generation electronics devices and linkages to game devices; and the U.S.

Microsystems Network Company, which focuses on enhancing key devices and core component modules. The three new business groups are: the Game Business Group, which promotes Game businesses for the broadband era; the Entertainment Business Group, which develops businesses based on pictures and music content and develops a new business model for the network era; and the Personal Solutions Business Group, which focuses on providing services based on direct contact with customers (finance, retail, and other services).

In addition, the Network Application and Content Service Sector (“NACS”) which was founded in April 2002, has the mission of developing the technology necessary to drive network-based business solutions, and to co-ordinate the application of such technology in each of the above eight business groups.

Products and Services

Commencing with the first quarter ended June 30, 2001,2002, Sony has partly realigned its business segment configuration used for disclosing the breakdown of operating results, and itsElectronics segment product category configuration in the Electronics segment, used for disclosing the breakdownconfiguration. In accordance with this realignment, results of sales and operating revenue. Within the Electronics segment, sales and operating revenue are reported using the following seven product categories:“Audio”,“Video”,“Televisions”,“Information and Communications”,“Semiconductors”,“Components” and“Other”. Results for the previous fiscal year have been reclassified to conform to the presentationspresentation for the current year (see“Operating Results” forfiscal year. Results of related businesses in the fiscal year ended March 31, 2002NACS are included in“Item 5.Operating the Other segment. In addition to SCN, which was originally in the Other segment, NACS-related businesses include an in-house oriented information system service business and Financial Review and Prospects”).

an IC card business formerly contained in the Other category of the Electronics segment.

The following table sets forth Sony’s sales and operating revenue by operating segments and product categories.

   
(Yen in millions)

 
   
Year ended March 31

 
   
2000

     
2001

     
2002

 
Electronics  4,397,202     4,999,428     4,793,039 
   (65.8)    (68.3)    (63.2)
   

    

    

Audio
  733,431     756,393     747,469 
   (11.0)    (10.3)    (9.9)
Video
  665,429     791,465     806,401 
   (10.0)    (10.8)    (10.6)
Televisions
  636,213     703,698     747,877 
   (9.5)    (9.6)    (9.9)
Information and Communications
  1,031,661     1,322,818     1,227,685 
   (15.4)    (18.1)    (16.2)
Semiconductors
  164,196     237,668     182,276 
   (2.5)    (3.2)    (2.4)
Components
  568,387     612,520     572,465 
   (8.5)    (8.4)    (7.5)
Other
  597,885     574,866     508,866 
   (8.9)    (7.9)    (6.7)
   

    

    

Game  630,662     646,147     986,529 
   (9.4)    (8.8)    (13.0)
   

    

    

Music  665,047     571,003     588,191 
   (9.9)    (7.8)    (7.8)
   

    

    

Pictures  494,332     555,227     635,841 
   (7.4)    (7.6)    (8.4)
   

    

    

Financial Services  412,988     447,147     483,313 
   (6.2)    (6.1)    (6.4)
   

    

    

Other  86,430     95,872     91,345 
   (1.3)    (1.3)    (1.2)
   

    

    

Sales and operating revenue  6,686,661     7,314,824     7,578,258 
   

    

    


Note:
Figures in parentheses indicate percentage of sales and operating revenue.

   Year ended March 31

 
   2001

  2002

  2003

 
   (Yen in millions) 

Electronics

  4,982,432  4,772,550  4,543,313 
   (68.1) (63.0) (60.8)
   

 

 

Audio

  756,393  747,469  682,517 
   (10.3) (9.9) (9.2)

Video

  791,465  806,401  823,354 
   (10.8) (10.7) (11.0)

Televisions

  797,618  842,388  846,139 
   (10.9) (11.1) (11.3)

Information and Communications

  1,260,531  1,167,328  958,556 
   (17.2) (15.4) (12.8)

Semiconductors

  237,668  182,276  204,710 
   (3.2) (2.4) (2.7)

Components

  569,478  525,568  537,358 
   (7.9) (6.9) (7.2)

Other

  569,279  501,120  490,679 
   (7.8) (6.6) (6.6)
   

 

 

Game

  646,147  986,529  936,274 
   (8.8) (13.0) (12.5)
   

 

 

Music

  571,003  588,191  559,042 
   (7.8) (7.8) (7.5)
   

 

 

Pictures

  555,227  635,841  802,770 
   (7.6) (8.4) (10.7)
   

 

 

Financial Services

  447,147  483,313  512,641 
   (6.1) (6.4) (6.9)
   

 

 

Other

  112,868  111,834  119,593 
   (1.6) (1.5) (1.6)
   

 

 

Sales and operating revenue

  7,314,824  7,578,258  7,473,633 
   

 

 


Note:

The Electronics businesssegment is managed as a single operating segment by Sony’s management. However, Sony believes that the product category information in the Electronics segment is useful to investors in understanding the sales contributions of the products in this business segment.

Electronics

Audio:

AudioAudio” includes home audio, portable audio, car audio and car navigation systems and home telephones.systems.

Video:

VideoVideo” includes video cameras, digital still cameras, video decks, and DVD-Video players/recorders.

Televisions:

TelevisionsTelevisions” includes televisions incorporating cathode ray tubes (“CRTs”), projection televisions, and set-top-boxesset-top boxes such as digital broadcasting reception systems and Internet terminals.

Information and Communications:

“Information and Communications” includes PCs, computer displays, printer systems, personal digital assistants, and broadcast—broadcast- and professional use—audio/video/professional-use audio, video and monitors and other professional-use equipment.

This category contained the results of Sony’s mobile phone handset business until the end of September 2001. On October 1, 2001, the mobile handset business was transferred to SEMC, leaving only sales of mobile handsets manufactured by Sony on consignment from SEMC to appear in the“Other” Other category of Electronics (see below).Electronics. Sales figures for past fiscal years have not been restated in either category.

Semiconductors:

“Semiconductors” includes liquid crystal displays (“LCD”), charge coupled devisesdevices (“CCD”) and other semiconductors.

Components:

“Components”Components includes optical pickups, batteries, CRTs, audio/video/data recording media, and data recording systems.

Other:

“Other”Other includes Aiwa Co., Ltd.,which was merged into Sony Corporation as of December 1, 2002, Sony Trading International Corporation, and products and services which are not included in the above categories.

Sales of mobile phone handsets manufactured on consignment from SEMC have been recorded in this category since October 1, 2001. Sales of this category for past fiscal years have not been restated.

Game

SCE, which includes

SCEI, SCEA, and SCEE develops, produces, manufactures, markets,develop, produce, manufacture, market and distributesdistribute PlayStation, PS one, and PlayStation 2 and next-generation entertainment hardware and related software, primarily in Japan, the U.S., and Europe and entersenter into licenses with third partythird-party software developers.

Music

SMEI and SMEJ produce recorded music and video through contracts with many artists worldwide in all musical genres. SMEI and SMEJ produce, manufacture, market and distribute CDs, MDs, DVDs, Super Audio CDs, and pre-recorded audio and video cassettes and produce and manufacture CD-ROMs and DVD-ROMs.

The Music businesssegment has an extensive and geographically diversified software manufacturing capacity, with plants in the U.S., Austria, Japan, Brazil, Australia, India, Canada, Hong Kong, and Mexico. Software is manufactured primarily for the Music business,segment, the Game business,segment, the Pictures businesssegment and third parties.

Pictures

Global operations in the Pictures business global operationssegment encompass motion picture production, acquisition and distribution; television programming, syndication, production, acquisition and distribution; home videoentertainment acquisition and distribution; television broadcasting; digital production, online distribution and broadband services; and operation of studio facilities.

SPE’s motion picture arm, the Columbia TriStar Motion Picture Group, includes SPE’s principal motion picture production organizations, Columbia Pictures, Screen Gems and Sony Pictures Classics as well as Columbia TriStar Home Entertainment, Sony Pictures Releasing and Columbia TriStar Film Distributors International. SPE is an equity investor in Revolution Studios and marketshas the rights to market and distributesdistribute its motion picture product in over 80 percentthroughout most of countries around the world.

Upon delivery of Revolution Studios’ films, SPE advances a portion of the production cost and then incurs distribution and marketing costs in those markets where SPE distributes. SPE retains a fee for its distribution services in addition to its participation in Revolution Studios’ profits and losses as a result of its equity ownership stake.

SPE’s Columbia TriStar Television Group is primarily comprised of Columbia TriStar DomesticSony Pictures Television and Columbia TriStarSony Pictures Television International Television with various broadcast channel investments.

SPE develops and produces network television series, first-run syndication programming, made-for-cable programming, daytime serials, syndicated games shows, animated series, made for television movies, miniseries and other television programming and distributes such programs to the networks, syndication and cable markets.

Sony Pictures Digital Entertainment operates SPE’s digital production, online distribution, and broadband services including Sony Online Entertainment, Sony Pictures Imageworks, Sony Pictures Animation and Sony Pictures Digital Networks.

SPE’s Digital Studios encompass Post Production facilities, Sony Pictures Digital Authoring Center and Worldwide Product Fulfillment Group.

SPE also manages two studio facilities, Sony Pictures Studios, which includes post production facilities, and The Culver Studios, both of which are located at SPE’s world headquarters in Culver City, California.

Financial Services

The Financial Services business includessegment includes: Sony Life, Insurance Co., Ltd.,which underwrites insurance policies, primarily for individual life insurance products in Japan, and sells non-life insurance products provided by Sony Assurance; Sony Assurance, which conducts an insurance-related underwriting business, primarily individual lifeautomobile and medical insurance business in Japan,Japan; Sony Assurance Inc., which conducts individual automobile insurance business in Japan, Sony Bank, Inc., which conducts an Internet-based banking business, including personal loans, mortage loans, investment trusts, and deposits, for individual customers in Japan,Japan; and Sony Finance, International Inc., which conducts a leasing and credit financing business in Japan, focusing on a new credit card business utilizing a non-contact IC card technology developed independently by Sony for Internet shopping.

Other

The Other business consistssegment is mainly comprised of various operating activities, includingNACS, which includes SCN, an Internet-related service business subsidiary mainly in Japan, an in-house oriented information system service business and an IC card business, and an advertising agency business in Japan and a location-based business in Japan and the U.S.

Japan.

Sales and Distribution

The following table shows Sony’s sales in each of its major markets for the periods indicated.

   
(Yen in millions)

 
   
Year ended March 31

 
   
2000

   
2001

   
2002

 
Japan  2,121,249   2,400,777   2,248,115 
   (31.7)  (32.8)  (29.7)
United States  2,027,129   2,179,833   2,461,523 
   (30.3)  (29.8)  (32.5)
Europe  1,470,447   1,473,780   1,609,111 
   (22.0)  (20.2)  (21.2)
Other Areas  1,067,836   1,260,434   1,259,509 
   (16.0)  (17.2)  (16.6)
   

  

  

Sales and operating revenue  6,686,661   7,314,824   7,578,258 
   

  

  


Note:
Figures in parentheses indicate percentage of sales and operating revenue.

   Year ended March 31

 
   2001

  2002

  2003

 
   (Yen in millions) 

Japan

  2,400,777  2,248,115  2,093,880 
   (32.8) (29.7) (28.0)

United States

  2,179,833  2,461,523  2,403,946 
   (29.8) (32.5) (32.2)

Europe

  1,473,780  1,609,111  1,665,976 
   (20.2) (21.2) (22.3)

Other Areas

  1,260,434  1,259,509  1,309,831 
   (17.2) (16.6) (17.5)
   

 

 

Sales and operating revenue

  7,314,824  7,578,258  7,473,633 
   

 

 

Electronics

Sony’s electronics products and services are marketed throughout the world under the trademark“Sony”Sony, which has been registered in 204 countries and territories.

In most cases, sales of Sony’s electronics products are made to sales subsidiaries of Sony Corporation located or responsible for sales in the countries and territories where Sony’s products and services are marketed, and these subsidiaries sell products to local distributors and dealers. In some regions, sales of certain products and services are made directly to local distributors by Sony Corporation.

Sales in the Electronics businesssegment are particularly dependent on seasonality, in addition to the timing of new product introductions and economic conditions of each country. Sales for the third quarter ending December 31 of each fiscal year are generally higher than other quarters of the same fiscal year due to demand in the year-end holiday season.

Japan:

Sony Marketing (Japan) Inc. markets consumer electronics products through retailers and also markets professional electronics products and services. For electronic components, Sony directly sells products directly to wholesalers and manufacturers.

United States:

Sony markets its electronics products and services through Sony Electronics Inc. and other wholly-owned subsidiaries in the U.S.

Europe:

In Europe, Sony’s consumer electronics products and services are marketed through 19 sales subsidiaries including Sony United Kingdom Limited, Sony Deutschland G.m.b.H., and Sony France S.A. Sales of professional electronics products, electronic components, and services are made through several divisions, differentiated by product, covering all of Europe.

Other Areas:

In overseas areas other than the United StatesU.S. and Europe, Sony’s electronics products and services are marketed through 19 sales subsidiaries including Sony Corporation of Hong Kong Limited, Sony Gulf FZE in the United Arab Emirates, Sony Electrónicos de México, S.A. de C.V., Sony of Canada Ltd., and Sony Australia Limited.

Game

SCE markets

SCEI, SCEA, and distributesSCEE market and distribute PlayStation, PS one, and PlayStation 2 entertainment hardware and related software, through SCEI in Japan, SCEAsoftware.

Sales in the U.S., and SCEEGame segment are particularly dependent on holiday season demand, in Europe.

addition to the timing of the introduction of attractive software.

Music

SMEI and SMEJ produce, manufacture, market, and distribute CDs, MDs, DVDs, Super Audio CDs, and pre-recorded audio and video software.

SMEI and its affiliates conduct business in countries other than Japan under“Columbia Records Group”,“Epic Records Group”,LOUD Recordings”,Sony Classical”, and other labels. CHC, a 50:50 partnership between Sony and AOL Time Warner, is engaged in direct marketing of music and home-video products in the U.S., Canada, and Mexico. In MayJune 2002, Sony and AOL Time Warner agreeded to sellsold most of eachtheir interest in CHCColumbia House, a direct marketer of music and home video products, to Blackstone Capital Partners III LP, an affiliate of The Blackstone Group, an investment bank. The sales is expected to take place by June 2002, subject to conditions including regulatory approval in the U.S.

SMEJ conducts business in Japan under“Sony Records”,“Epic Records”,“Ki/oon Records”,“SMEJ Associated Records”,“Defstar Records”, and other labels.

Pictures

SPE, with its global operations in 67 countries, generally securesretains all rights relating to the worldwide distribution of its internally produced motion pictures, including rights for theatrical exhibition, videocassette and DVD distribution, pay and free television exhibition and other markets. SPE also acquires distribution rights to motion pictures produced by other companies or jointly produces films with other studios or production companies, and these rights may be limited to particular geographic regions or specific forms of media. SPE uses its own distribution service business, Sony Pictures Releasing, for the U.S. theatrical release of its films and those acquired from and produced by others.

Outside the U.S., SPE generally distributes and markets its films through one of its Columbia TriStar Film Distributors International subsidiaries. However, in certain countries, SPE has joint distribution arrangements with other studios or arrangements with independent local distributors.

SPE’s theatrical releasing strategy focuses on offering a diverse slate of films with a mix of genres, talent and budgets. For the fiscal year ending March 31, 2004, 36 films are currently slated for release by SPE, including eight films under the Columbia banner, four films under the Screen Gems banner, 15 Sony Pictures Classics releases and nine Revolution Studios releases. SPE has a motion picture library of over 3,500 feature films, including 12 with Best Picture Academy Awards®. Currently, SPE is converting its library to a digital format and to date nearly 1,200 titles (including motion picture, television and acquired product) have been converted. In addition, SPE and four other motion picture studios are equal investors in Movielink, an online movie download service offering feature films on a pay-per-view basis.

The worldwide home entertainment distribution of motion pictures and television programming of SPE (and those acquired or licensed from others) is handled through Columbia TriStar Home Entertainment, except in certain countries where SPE has joint distribution arrangements with other studios or arrangements with independent local distributors.

Product is distributed on both videocassette and DVD formats.

SPE produces original programming in eight different languages around the world in conjunction with local partners. This programming, along with SPE’s library of television programming and motion pictures, is licensed to affiliated and independent stations in the U.S., and to international television stations and other broadcasters throughout the world. In the U.S., SPE, jointly with Liberty Media Inc.Corporation, owns and operates the cable channel, Game Show Network. SPE also has worldwide broadcasting investments in more than 30 international channels.

Financial Services

Sony Life conducts a life insurance business primarily in Japan, using Lifeplanner financial consultants to serve individual customers. As of March 31, 2002,2003, Sony Life employed 4,4034,266 such consultants. Sony Life maintains an extensive service network including 12785 Lifeplanner branch offices, 3331 regional sales offices, and 1,8722,004 independent agencies in Japan, as of the end of March 2002.Japan. In addition, aiming to apply Sony Life’s insurance expertise in countries other than Japan, Sony Life Insurance (Philippines) Corporation has operated in the Philippines since November 1999.

Sony Assurance has conducted a non-life insurance business since October 1999. Using a direct marketing model that Sony believes is tailored to today’s networked society, the company is working to build a new type of relationship between an insurer and its customers. Sony Assurance principally sells automobile and medical insurance directly to individuals by telephone and over the Internet.

Sony Finance International conducts a leasing business for corporations, and a consumer financing business through the channel of Sony’s electronic retailers. Sales staff are posted at seven main branch offices and two customer centers in Japan. In April 2002, Sony Finance International started to sellincluding “My Sony Card”Card, a credit card for individual customers.customers, through Sony’s electronic retailers and other affiliated partners. Sales staff are posted at ten main branch offices and three customer centers in Japan.

Sony Bank has conducted banking operations since June 2001 in Japan, and provides its services via the Internet 24 hours a day and 365 days a year as a general rule. By using an Internet-based marketing channel.

the MONEYKit tool, account holders can invest and manage assets according to their life plans over the Internet.

Overseas Operations

Sony has pursued a long-term strategy of actively expanding its production capabilities in each region following a general policy of seeking to manufacture its products in the markets in which they are sold. As of March 31, 2002,2003, Sony operated 2522 manufacturing facilities in Japan, 9six in the U.S., 8seven in Europe, and 2820 in other areas outside Japan (the numbers include those ofin the Electronics segment. In addition, Sony operated two CD manufacturing facilities in Japan, three in the U.S., one in Europe, and seven in other areas outside Japan in the Music business as well as thosesegment. One of the three manufacturing facilities in the Electronics business). To build a corporate structureU.S. ceased its manufacturing operations in April 2003.

In order to be less susceptible to the impact of foreign exchange rate fluctuations and to reduce inventory and cost, Sony continues to seekseeks to localize its overseas production, research and development, design, materials and parts procurement, and management.

Sources of Supply

Sony pursues procurement of raw materials, parts and components to be used in the production of its products on a global basis on the most favorable terms that it can achieve. These items are purchased from various suppliers around the world. Generally, Sony maintains multiple suppliers for most significant categories of parts and components.

However, the recent political instability of the Middle East after the war in Iraq in spring 2003 may increase the volatility of petroleum prices, and this volatility may affect Sony’s cost of goods sold because Sony consumes a tremendous volume of plastic raw materials as parts and components for its products. In addition, the restructuring and other movement in the semiconductor industry may cause thea shortage of semiconductor supply for semiconductors and affect Sony’s production and/or the cost of goods sold because Sony consumes a tremendous significant

volume of semiconductor parts and components for its products.

Finally, the spread of Severe Acute Respiratory Syndrome (“SARS”) in Asia, particularly in China, may affect the stable procurement of parts and components for Sony’s products.

After-Sales Service

In the Electronics and Game segments, Sony provides repair and servicing functions in the areas where its electronics products are sold. Sony provides these services through its own service centers, factories, authorized independent service centers, authorized servicing dealers, and its subsidiaries.

In line with the industry practice of the electronics and game businesses, almost all of Sony’s electronic products sold in Japan carry a warranty, generally for a period of one year from the date of purchase, for repairs, free of charge, for malfunctions occurring in the course of ordinary use. In the case of broadcast- and professional-use products, Sony maintains support contracts with customers in addition to warranties. Overseas warranties are generally provided for various periods of time depending on the product and the area where it is marketed.

To further ensure customer satisfaction, Sony maintains customer information centers in its principal markets.

Patents and Licenses

Sony has a number of Japanese and foreign patents relating to its products. Sony is licensed to use a number of patents owned by others, covering a wide range of products. Certain licenses are important to Sony’s business, such as that for optical disc related products. Sony products that employ DVD-Video Player functions, including PlayStation 2 hardware, are substantially dependent upon certain patents licensed by MPEG LA LLC, Dolby Laboratories Licensing Corporation and Nissim Corp., which cover technologies essential to DVD specification. Sony considers its overall license position beneficial to its operations.

While Sony believes that its various proprietary intellectual property rights are important to its success, it believes that neither its business as a whole nor any business segment is materially dependent on any particular patent or license, or any particular group of patents or licenses, except as set forth above.

Competition

In each of its principal product lines, Sony encounters intense competition throughout the world. Sony believes, however, that in the aggregate it competes successfully and has a major position in all of the principal product lines in which it is engaged, although the strength of its position varies with products and markets. See alsoRefer to“Risk FactorsFactors” in“Item 3. Key Information.”Information”.

In the Electronics business,segment, Sony believes that its attractive product planning, the high quality of its products, its record of innovative product introductions and product improvements, and its extensive marketing and servicing efforts are important factors in maintaining its competitive position.

The Game businesssegment is in a historically volatile and highly dynamic industry and Sony’s competitive position is affected by changing technology and product introductions, limited platform life cycles, popularity of software titles, seasonality, consumer spending and other economic trends. Sony’s chief competitorsTo be successful in the fieldgame industry, it is important to win customer acceptance of hardware also market their own game consoles and software titles. In the software business, development of hit titles is becoming increasingly difficult.

Sony’s format.

Success in the Music businesssegment is dependent to a large extent upon the artistic and creative abilities of employees and outside talent and is subject to the vagaries of public taste. Although SMEI is one of the largest recorded music companies in the world, itsSony’s future competitive position depends on its continuing ability to attract and develop talent that can achieve a high degree of public acceptance. This position also depends on makingIn terms of music distribution, it is important to make appropriate investments in new technologies for digitizationhigh-quality and networking. In addition, the recordedsecure music business continues to be adversely affected by large-scale counterfeiting, digital piracy, CD burning, parallel imports, and downloading of digital music files from the Internet without authorization from rights owners.

distribution while maintaining customer convenience.

In the Pictures business,segment, SPE faces intense competition from other major motion picture studios and, to a lesser extent, from independent production companies, to attract the attention of the movie-going public worldwide.worldwide and to obtain exhibition outlets and optimal release dates for its products. SPE must also compete to obtain story rights and talent, including writers, actors, directors and producers, which are essential to the success of SPE’s products. Competition in television production, distribution, and syndication is also intense because available broadcast time is limited and the audience is increasingly fragmented among broadcast networks, cable, and other networksindependent television stations both in the U.S. and internationally. Additionally,Furthermore, broadcast networks are increasingly producing their own shows internally. This competitive environment has resulted in supplying television programming, SPE faces significant long-term competition from U.S. network productions.

fewer opportunities to produce shows for networks and a shorter lifespan for ordered shows that do not immediately achieve favorable ratings.

In the Financial Services business, as Japan begins the deregulation of the life insurance industry, the marketplace will likely become increasingly product and price competitive with more newcomers entering the business from other industries and from outside Japan. Althoughsegment, it is critical for Sony Life, Sony Assurance and Sony Bank to maintain customer confidence because some financial institutions in Japan have become insolvent in recent years. To be credible and competitive strengths in products and marketing, it is not possible to predict the impact which the deregulation of the financial services market, will haveit is important to offer attractive rates of return on the business ofcustomer investments. In addition, in order to meet diversifying customer demand, it is critical to provide attractive services to customers through unique marketing channels, such as Lifeplanner financial consultants in Sony Life, direct communications by telephone and over the Internet in Sony Assurance and Sony Bank.

Sony Finance faces competitive pressure to achieve a leading position in the new arena of secured payment system on the Internet by utilizing new technology.

In the Internet-related business, Sony Communication Network Corporation (“SCN”)SCN faces competition in Japan from many existing, large companies and new entrants to the market. Telecommunication companies that

possess a large Internet-ready infrastructure and other entrants that compete solely with respect to price have created a market in which competitive price reductions are the norm. Rapid technological advancement has created many new opportunities but has also increased the rate at which new and more efficient services must be brought to market to earn customer approval. Customer price elasticity is high, and users are able to change Internet service providers with increasingly less inconvenience.increasing ease. The penetration of mobile Internet services solely provided by telecommunication companies poses an alternative to the home-centric Internet service provided by SCN.

Government Regulations

Sony’s business activities are subject to various governmental regulations in countries in which it operates, including regulations relating to business/investment approvals, export regulations including those related to national security considerations, tariffs, antitrust, intellectual property, consumer and business taxation, exchange controls, and environmental and recycling requirements. In Japan, insurance, banking and other financing businesses are subject to approvals from the Financial Services Agency. In addition, satellite broadcasting and telecommunication businesses are subject to approvals from the Ministry of Public Management, Home Affairs, Posts and Telecommunications. Sony is also subject to environmental regulationand occupational health and safety regulations in the jurisdictions in which it operates, particularly those in which it has manufacturing, research, or similar operations in its Electronics and Game businesses. (See alsoRefer to“Risk Factors” in“Item 3.Key Information.Information””).

During the fiscal year ended March 31, 2002, Sony faced an environmental issue in Europe.

In October 2001, Sony Computer Entertainment Europe temporarySCEE temporarily halted shipments of the PS one game consoleconsoles destined for the European market after Dutch authorities determined levels of cadmium were above the limits allowed under Dutch regulations. PS one shipments were resumed after confirming that there was no health risk to users during use and Sony worked closely with Dutch authorities to replace non-compliant components to meet their standards. Concurrent to its response to theSony addressed this issue in PS one issue, Sony initiatedby initiating its own program to inspect all itsSony products and thereby discovered a limited number of other occurrences.occurrences of substances. In recognition of the environmental implications involved, Sony has embarked on a company-wide, comprehensive program of measures, including revisions to specific policies and standards and tighter management and control systems, in order to prevent any problems occurring with cadmium and similar chemical substances in the future.

future, Sony initiated a comprehensive program that includes revisions to specific Sony policies and standards such as its “Management Regulations for the Environment-related Substances to be Controlled which are included in Parts and Materials”, and tightening its management and control systems including the “Green Partner Environmental Quality Approval Program” which identifies specific requirements to Sony’s suppliers. On a consolidated basis, Sony recorded an aggregate of

approximately 10 billion yen in expenses, including costs of rework and other, investments in equipment, costs of revising and managing policies and programs including the above mentioned policy and program, for the two fiscal years ended March 31, 2002 and March 31, 2003.

Property, Plant and Equipment

Sony has a number of offices, plants and warehouses throughout the world. Most of the buildings and land on which they are located are owned by Sony, free from significant encumbrances.

The following table sets forth information as of March 31, 20022003 with respect to principal plants for the manufacturing of products for the Electronics businesssegment and entertainment hardware for the Game businesssegment with floor space of more than 500,000 square feet:

Location


  
Approximate Floor space


  

Principal products manufactured


   
(square feet)
   

In Japan:

      

Nagasaki

(Sony Semiconductor Kyushu Corporation—Nagasaki TEC and SCE)

  1,930,000                    2,232,000  

Semiconductors

Miyagi

(Sony Corporation and Sony Miyagi Corporation)

  1,654,000                    1,682,000  Magnetic and optical storage media and electronic components

Kagoshima

(Sony Semiconductor Kyushu Corporation—Kokubu TEC)

  1,079,000                    1,112,000  Semiconductors

Fukushima

(Sony Fukushima Corporation)

  983,000                    994,000  Batteries and electronic components

Kumamoto

(Sony Semiconductor KyusyuuKyushu Corporation—Kumamoto TEC)

  980,000  Semiconductors

Aichi

(Sony EMCS Corporation—Inazawa TEC)

865,000CRTs

Aichi

(Sony EMCS Corporation—Kohda TEC)

  932,000                    854,000  Video cameras, digital still cameras, PCs, and entertainment hardware
Aichi
(Sony EMCS Corporation—Inazawa TEC)
868,000                    CRTs
Aichi
(Sony EMCS Corporation—Ichinomiya TEC)
831,000                    Televisions and computer displays

Tochigi

(Sony Chemicals Corporation)

  813,000                    824,000  Magnetic tapes, adhesives, and electronic components

Aichi

(Sony EMCS Corporation—Ichinomiya TEC)

809,000Televisions

Tochigi

(Sony Tochigi Corporation)

  611,000                    609,000  Magnetic and optical storage media and batteries

Chiba

(Sony EMCS Corporation—Kisarazu TEC)

  609,000                    510,000  DVD-Video players and entertainment hardware

Shizuoka

(Sony EMCS Corporation—Kosai TEC)

  571,000                    528,000  Broadcast- and professional-use video equipment and projectors

Gifu

(Sony EMCS Corporation—Minokamo TEC)

  524,000                    520,000  Video cameras, digital still cameras, mobile phones, and entertainment hardware

Location


  
Approximate Floor space


  

Principal products manufactured


   
(square feet)
   

Overseas:

      

Pittsburgh, Pennsylvania, U.S.A.

(Sony Electronics Inc.)

  2,800,000  Televisions and CRTs

San Diego, California, U.S.A.

(Sony Electronics Inc.)

  2,140,000                    1,643,000  Computer displays and CRTs

Penang, Malaysia

(Sony Electronics (Malaysia) Sdn. Bhd.)

  988,000  Audio equipment and data storage systems

Tijuana, Mexico

(Sony de Tijuana Este, S.A. de C.V.)

  953,000                    935,000  Televisions and computer displays

Dothan, Alabama, U.S.A.

(Sony Magnetic Products Inc. of America)

  884,000                    809,000  Magnetic storage media

Bangi, Malaysia

(Sony Technology Malaysia Sdn. Bhd.)

  788,000                    797,000  DVD-Video players, VTRs, and televisions

Jurong, Singapore

(Sony Electronics (Singapore) Pte. Ltd.)

  787,000                    786,000  

CRTs

Bridgend, Wales, U.K.

(Sony United Kingdom Limited)

  747,000                    732,000  

CRTs

Pencoed, Wales, U.K.

(Sony United Kingdom Limited)

  707,000  

Televisions and computer displays

Nuevo Laredo, Mexico

(Sony Nuevo Laredo, S.A. de C.V.)

  608,000  

Magnetic storage media and batteries

Bekasi, Indonesia
(P.T. Sony Electronics Indonesia)
576,000                    Audio equipment

Barcelona, Spain

(Sony Espana, S.A.)

  566,000  

Televisions

In addition to the above, Sony has a number of other plants for electronic products throughout the world. Sony owns research and development facilities, and employee housing and recreation facilities, as well as Sony Corporation’s headquarters buildings in Tokyo, Japan, where administrative functions and product development activities are carried out. SCEI leases its corporate headquarters buildings located in Tokyo, where administrative functions, product development, and software production are carried out. SCEA and SCEE lease their offices in the U.S. and Europe, respectively.

The following table sets forth information as of March 31, 20022003 with respect to principal plants for the manufacturing of software for the Music and Game businessessegments with floor space of more than 500,000 square feet:

Location


  
Approximate Floor space


  

Principal products manufactured


   
(square feet)
   

Shizuoka, Japan

(Sony Music Entertainment (Japan) Inc.)

  724,000                    736,000  CDs, CD-ROMs, DVDs, MDs and MDsDVD-ROMs

Terre Haute, Indiana, U.S.A.

(Digital Audio Disc Corporation)

  655,000  

CDs, CD-ROMs, DVDs and DVDsDVD-ROMs

Pitman, New Jersey, U.S.A

U.S.A.

(Sony Music Entertainment Inc.)

  568,000  

CDs and CD-ROMs

In addition to the above, SMEI and its affiliates have several plants in various parts of the world and lease their corporate headquarters located in New York City from Sony.Sony Corporation of America (“SCA”). Most of SMEJ’s offices, including leased premises, are located in Tokyo, Japan.

SPE’s corporate offices and major motion picture and television production facilities are headquartered in Culver City, California, where it owns and operates two studio facilities, Sony Pictures Studios and The Culver Studios. SPE also leases office spacesspace and motion picture and television support facilities from affiliates of Sony Corporation and other third parties. Its film and videotape storage operations are located in Inwood, New York,various locations in the U.S. and Europe, where SPE also leases space.

In December 2001, SonySCA entered into a new lease for theits corporate headquarters of its U.S. subsidiaries.headquarters. The aggregate approximate floor space of this building is approximately 723,000 square feet. Please seeRefer to theOther Financing ArrangementsArrangements” section in “Item 5. Operating and Financial Review of Prospects” for more information on this lease.

Item 5.    Operating and Financial Review and Prospects

OPERATING RESULTS

(The fiscal year endedOperating Results for the Fiscal Year Ended March 31, 20022003 compared with the Fiscal Year Ended March 31, 2002

Overview

Although the global economy showed some signs of growth in the fiscal year ended March 31, 2001)

Impact2003, military action in Iraq contributed to increased economic uncertainty in the second half of the year, particularly in the U.S., and the year ended without any indications of a sustained recovery. In Japan, in addition to stagnant consumer demand and an increase in unemployment, declines in the stock market contributed to the unfavorable economic climate.

Under such difficult market conditions and reflecting the impact of the translation of financial results into yen in accordance with Generally Accepted Accounting Principles in the U.S. (“U.S. GAAP”), the currency in which Sony’s financial statements are prepared, Sony’s sales and operating revenue (“sales”) for the fiscal year ended March 31, 2003 decreased 1.4 percent compared with the previous fiscal year. This decrease was principally due to industry-wide declines in personal consumption in the Electronics segment, and also increased price competition in certain markets, including the PC, DVD-Video player and home-use video camera markets. However, operating income increased 37.7 percent compared with the previous fiscal year due to the beneficial effect of the depreciation of the yen against the euro, as well as increased profitability of the Electronics segment, resulting from restructuring initiatives in previous fiscal years, of the Game segment, due to increased software sales and decreased production costs, and of the Pictures segment, due to strong worldwide performance of certain releases in the current year.

On a local currency basis (regarding references to results of operations expressed on a local currency basis, refer to “Foreign Exchange Fluctuations and Basic CountermeasuresRisk Hedging” below), Sony’s sales for the fiscal year ended March 31, 2003 decreased approximately 2 percent and operating income decreased approximately 5 percent compared with the previous fiscal year.

Restructuring

Restructuring expenses for the fiscal year ended March 31, 2003 amounted to 106.3 billion yen, compared to 107.0 billion yen in the previous fiscal year. The primary restructuring activities were in the Electronics and Music segments.

Electronics

Restructuring charges in the Electronics segment for the fiscal year ended March 31, 2003, were 72.5 billion yen, compared to 86.9 billion yen in the previous fiscal year, but exceeded the 60.0 billion yen total that was estimated at the beginning of the year.

In the year ended March 31, 2003, a decision was made to reduce production capacity of CRT computer display manufacturing facilities in Japan and Southeast Asia, in response to market contraction resulting from the demand shift from CRT computer displays to flat panel displays such as LCDs. Although the worldwide market for CRT computer displays in the year ended March 31, 2002 was approximately 96.0 million units, in the year ended March 31, 2003 it had fallen to approximately 81.0 million units. In order to restore the profitability of the CRT computer display business, which, due to the decrease in demand, had been suffering from low utilization ratios at manufacturing facilities, higher ratios of fixed costs to sales and lower operating income margins, Sony decided to close under-utilized manufacturing facilities. The resulting charges totaled 6.9 billion yen, of which 1.3 billion yen was recorded in cost of sales, and 5.6 billion yen was recorded in selling, general and administrative expenses.

The restructuring program implemented in the previous fiscal year was accelerated at Aiwa Co., Ltd. and its subsidiaries (“Aiwa”) in response to a continued decline in operating performance, caused by further declines in the worldwide market for audio products, which form the majority of Aiwa’s sales. After further reductions in personnel and reductions in the number of unprofitable product lines which resulted in the closure of all of Aiwa’s manufacturing facilities, Aiwa’s operations were integrated with those of Sony. (Aiwa was made a wholly-owned subsidiary of Sony Corporation in October 2002, and merged into Sony Corporation on December 1, 2002.) Charges resulting from the restructuring of Aiwa totaled 23.0 billion yen, of which 13.8 billion yen was recorded in cost of sales, and 9.2 billion yen was recorded in selling, general and administrative expenses.

In the fourth quarter of the year ended March 31, 2003, Sony decided to close a semiconductor plant in the U.S. that produced semiconductor wafers for both internal use and the original equipment manufacturer (OEM) market. This closure was both a response to a significant decline in the business conditions of the semiconductor industry in the U.S., and the result of a shift in Sony’s semiconductor strategy. Sony’s semiconductor manufacturing for internal use is moving toward an emphasis on high-end, network-centric devices and components because Sony is focusing its efforts on broadband and network-related businesses in response to rapid increases in broadband Internet access. The restructuring activity is expected to be completed in the year ending March 31, 2004, and the total estimated cost of this restructuring is 8.1 billion yen, of which 5.9 billion yen was incurred through March 31, 2003. These charges were all recorded in cost of sales.

In addition to these restructuring activities, Sony has continued to reduce headcount through the implementation of several early retirement programs in Japan to further reduce costs in the Electronics segment. The resulting charges totaled 10.9 billion yen, compared to 12.3 billion yen in the previous fiscal year. These charges were recorded in selling, general and administrative expenses.

The above restructuring initiatives are expected to decrease costs in the Electronics segment by approximately 50.0 billion yen in the fiscal year ending March 31, 2004.

Music

In response to the continued contraction of the worldwide music market due to slow worldwide economic growth, the saturation of the CD market, the effects of piracy and other illegal duplication, parallel imports, pricing pressures and the diversification of customer preferences brought on by increased competition from other entertainment sectors, Sony has been actively repositioning the Music segment for the future by looking to create a more effective and profitable business model. As a result, the Music segment has undergone a worldwide restructuring program since the fiscal year ended March 31, 2001 to reduce staffing and other costs through the consolidation and rationalization of facilities worldwide. Under this worldwide restructuring program, Sony Music Entertainment Inc. (“SMEI”), a U.S. based subsidiary, incurred restructuring charges of 22.4 billion yen

for the year ended March 31, 2003, compared to 8.6 billion yen in the previous fiscal year. This exceeded the estimate made in January 2003, as certain restructuring initiatives originally expected to be undertaken in the fiscal year ending March 31, 2004 were accelerated as a result of a management change and the continued decline in the worldwide music market.

Restructuring activities included the further consolidation of operations through the shutdown of a CD and cassette manufacturing and distribution center in Holland, the shutdown of a CD manufacturing facility in the U.S., which was announced on April 2, 2003, although the decision to shut down the facility was made during the fiscal year ended March 31, 2003, as well as further staff reductions to consolidate various support functions across labels and operating units. These restructuring activities resulted in the termination of over 1,400 jobs during the fiscal year ended March 31, 2003, of which approximately 600 were in the U.S. Resulting charges were included in selling, general and administrative expenses. Total restructuring charges in the Music segment, including Sony Music Entertainment (Japan) Inc. (“SMEJ”), were 23.9 billion yen.

Note that losses on sales, disposal or impairment of long-lived assets are recorded in selling, general and administrative expenses. Refer to “Cost of Sales and Selling, General and Administrative Expenses” below and to Note 17 of Notes to Consolidated Financial Statements.

The table below summarizes major restructuring activities for which charges of over 5 billion yen were recorded during the fiscal year ended March 31, 2003.

Segment


Nature of Restructuring


Costs incurred in the
fiscal year ended
March 31, 2003


Additional Information


Electronics

Reduction of CRT production capacity in Japan and SE Asia6.9 billion yenRemaining reserve balance of 0.4 billion yen at March 31, 2003, to be used during the fiscal year ending March 31, 2004.

Personnel reductions and closure of all Aiwa’s facilities

23.0 billion yen

No reserve remaining at March 31, 2003.


Closure of semiconductor plant in U.S.

5.9 billion yen

Remaining reserve balance of 1.5 billion yen at March 31, 2003, to be used during the fiscal year ending March 31, 2004.

Additional charges of 2.2 billion yen expected to be incurred up to March 31, 2004.


Early retirement program

10.9 billion yen

Remaining reserve balance of 1.0 billion yen at March 31, 2003 to be used during the fiscal year ending March 31, 2004.


Music

Closure of CD and cassette manufacturing and distribution facility in Holland, CD manufacturing facility in U.S., and others23.9 billion yen

Remaining reserve balance of 11.5 billion yen at March 31, 2003 to be used by March 31, 2006.

Estimated total charges at SMEI, for years ended March 31, 2001 to March 31, 2006, are 43.4 billion yen with an estimated 4.5 billion yen of these charges expected to be incurred in the future.

Operating Performance

Sales

Sales for the fiscal year ended March 31, 2003 decreased by 104.6 billion yen, or 1.4 percent, to 7,473.6 billion yen compared with the previous fiscal year. A further breakdown of sales figures is presented under “Operating Performance by Business Segment” below.

Cost of Sales and Selling, General and Administrative Expenses

Cost of sales for the fiscal year ended March 31, 2003 decreased by 260.2 billion yen, or 5.0 percent, to 4,979.4 billion yen compared with the previous fiscal year, and decreased from 74.2 percent to 72.0 percent as a percentage of sales. Year on year, the cost of sales ratio decreased from 80.5 percent to 78.8 percent in the Electronics segment, 74.7 percent to 70.2 percent in the Game segment, and 62.0 percent to 58.2 percent in the Pictures segment. However, the cost of sales ratio increased from 57.6 percent to 60.8 percent in the Music segment. The cost of sales ratio in the Electronics segment improved due to the effects of prior restructuring and other cost reduction measures, and the cost of sales ratio in the Game segment improved due to reductions in PlayStation 2 hardware production costs. These improvements occurred despite declining sales in the Electronics and Game segments. The cost of sales ratio in the Pictures segment improved due to increased revenue resulting from the strong worldwide performance, both theatrically and in home entertainment, of current year releases. The cost of sales ratio in the Music segment deteriorated due to decreased revenue from album sales resulting from the continued contraction of the global market for music.

Although the cost of sales ratio decreased year on year, assisted by the positive effect of the appreciation of the euro against the yen on sales, the cost of sales ratio in the fourth quarter of the fiscal year ended March 31, 2003 increased due to declining sales and temporary reductions in production volume for the purpose of lowering inventory to target levels at the end of the fourth quarter. These production adjustments were carried out primarily in March 2003, mainly in the Electronics segment. Research and development expenses (included in cost of sales) for the fiscal year ended March 31, 2003 increased by 9.9 billion yen, or 2.3 percent, to 443.1 billion yen compared with the previous fiscal year, with much of this increase in the Game segment. The ratio of research and development expenses to sales increased from 6.1 percent to 6.4 percent.

Selling, general and administrative expenses for the fiscal year ended March 31, 2003 increased by 76.6 billion yen, or 4.4 percent, to 1,819.5 billion yen compared with the previous fiscal year. The ratio of selling, general and administrative expenses to sales increased from 24.6 percent in the previous fiscal year to 26.1 percent. Year on year, the ratio of selling, general and administrative expenses to sales increased from 19.9 percent to 20.8 percent in the Electronics segment, from 17.1 percent to 18.0 percent in the Game segment, from 39.3 percent to 40.6 percent in the Music segment, and from 33.1 percent to 34.5 percent in the Pictures segment.

Advertising and promotion expenses increased 40.8 billion yen mainly due to increased expenses in the Pictures segment, which contributed to increased box office and home entertainment revenue. Increased competition and the continued reduction in the time interval between theatrical and home entertainment release has resulted in a trend towards larger initial advertising expenditures. Personnel related expenses increased 30.5 billion yen compared with the previous fiscal year, and have increased over each of the last three years. A major factor in this increase is the recording of increased severance related expenses, as Sony accelerates its restructuring activities. Severance-related charges in the fiscal year ended March 31, 2003 increased by 14.6 billion yen, or 23.3 percent, mainly in the Electronics and Music segments, to reach a total of 77.4 billion yen. Royalty expenses increased 16.9 billion yen.

The increase in selling, general and administrative expenses was partially offset by a 33.9 billion yen decrease in after-sales service expenses in the fiscal year ended March 31, 2003, caused mainly by the absence of non-recurring expenses recorded during the previous fiscal year due to mobile phone-related quality issues. The increase in selling, general and administrative expenses was also offset by a decrease of 10.0 billion yen in losses

on the sale, disposal or impairment of long-lived assets, net. This was due to a 19.0 billion decrease in such losses in the Electronics segment, offset by a 6.4 billion yen increase in such losses in the Other segment, principally in the Network Application and Content Service Sector (“NACS”).

The ratio of selling, general and administrative expenses to sales in the fourth quarter was 32.5 percent, an increase from 26.6 percent in the fourth quarter of the previous fiscal year. This was due to an increase in selling, general and administrative expenses and a decrease in sales compared with the same quarter of the previous fiscal year. Selling, general and administrative expenses increased primarily due to an increase in royalty expenses amounting to 23.3 billion yen. Sales decreased due to pricing pressure and discount selling of goods for the purpose of lowering inventory to target levels at the end of the quarter.

“Sales” in the ratio of cost of sales to sales and in the ratio of research and development to sales refers only to net sales and excludes Financial Services revenue and other operating revenue. “Sales” in the ratio of selling, general and administrative expenses to sales includes net sales and other operating revenue, and excludes Financial Services revenue. This is because cost of sales is not recorded in relation to other operating revenue and because the analysis of cost of sales and selling, general and administrative expenses does not include an analysis of the Financial Services segment. All the above ratios include intersegment transactions.

Operating Income

Operating income for the fiscal year ended March 31, 2003 increased by 50.8 billion yen, or 37.7 percent, to 185.4 billion yen compared with the previous fiscal year. Operating income margin increased from 1.8 percent to 2.5 percent. The segments making the most significant contributions to the year on year increase in operating income were the Electronics segment, the Game segment and the Pictures segment, in descending order of financial impact.

Operating Performance by Business Segment

The following discussion is based on segment information. Sales and operating revenue in each business segment include intersegment transactions. Refer to Note 24 of Notes to Consolidated Financial Statements.

Business Segment Information

Sales and Operating revenue


  Year ended March 31

  Percent change

 
  2002

  2003

  
   (Yen in billions)   

Electronics

  5,286.2  4,940.5  -6.5%

Game

  1,003.7  995.0  -4.9 

Music

  642.8  636.3  -1.0 

Pictures

  635.8  802.8  +26.3 

Financial Services

  512.2  540.5  +5.5 

Other

  203.8  250.3  +22.8 
   

 

 

Elimination

  (706.4) (651.7) —   
   

 

 

Consolidated

  7,578.3  7,473.6  -1.4 
   

 

 

Operating income (loss)


  Year ended March 31

  Percent change

 
  2002

     2003

  
   (Yen in billions)   

Electronics

  (1.2)    41.4  —   

Game

  82.9     112.7  +35.9%

Music

  20.2     (8.7) —   

Pictures

  31.3     59.0  +88.6 

Financial Services

  22.1     23.3  +5.4 

Other

  (16.6)    (32.0) —   
   

    

 

Elimination and unallocated corporate expenses

  (4.1)    (10.3) —   
   

    

 

Consolidated

  134.6     185.4  +37.7 
   

    

 

Commencing with the first quarter ended June 30, 2002, Sony partly realigned its business segment configuration and Electronics segment product category configuration. In accordance with this realignment, results of the previous fiscal year have been reclassified to conform to the presentation for the current fiscal year. Sales of related businesses in the NACS, established in April 2002 to enhance network businesses, are included in the “Other” segment. In addition to Sony Communication Network Corporation (“SCN”), which was originally contained in the “Other” segment, NACS-related businesses include an in-house oriented information system service business and an Integrated Circuit (“IC”) card business formerly contained in the “Other” category of the Electronics segment.

Electronics

Sales for the fiscal year ended March 31, 2003 decreased by 345.7 billion yen, or 6.5 percent, to 4,940.5 billion yen compared with the previous fiscal year. Operating income of 41.4 billion yen was recorded compared to an operating loss of 1.2 billion yen in the previous fiscal year. The year on year decrease in sales was due to the continued industry-wide effects of falling consumption in markets for certain products in the Electronics segment, increased price competition worldwide, and the impact of business withdrawals and rationalization of product lines (refer to Note 17 of Notes to Consolidated Financial Statements).

Regarding sales by geographic area, sales decreased by 12 percent in the U.S. and by 9 percent in Japan, but sales increased by 2 percent in Europe and non-Japan Asia and other geographic areas (“Other Areas”), respectively. Sales decreased in the U.S. over a wide range of products including, in descending order of financial impact, PCs, computer displays, Aiwa products, CRT televisions, DVD-Video players, home-use video cameras, home audio and CD-R/RW drives. Sales in the U.S. were also negatively impacted by Sony’s withdrawal from the home telephone business in 2001. Products with increased sales in the U.S. included personal digital assistants, projection televisions and digital still cameras. In Japan, overall demand decreased substantially, with PCs, Aiwa products, home-use video cameras and CRT televisions showing year on year sales declines; however, sales of semiconductors increased. In Europe, sales of PCs, digital still cameras and digital home-use video cameras showed strong sales growth, while sales of Aiwa products and computer displays decreased. Sales in Europe were also positively impacted by the strength of the euro against the yen in the second half of the year. In Other Areas, sales of digital still cameras, home-use video cameras and PCs increased while sales of Aiwa products and broadcast- and professional-use products decreased. The transfer of Sony’s mobile phone business to Sony Ericsson Mobile Communications, AB (“SEMC”), an affiliate accounted for under the equity method since October 2001, also had a negative impact on sales, particularly in Japan and Europe. This was because before the transfer of the business to SEMC, Sony handled all aspects of the mobile phone operation from manufacturing through to sales, while now Sony only manufactures handsets on consignment from SEMC and SEMC is responsible for the remainder of the operation. These consignment sales are recorded in the Electronics segment.

The sales decrease during the fiscal year ended March 31, 2003, accelerated in the fourth quarter, as sales decreased by 227.0 billion yen, or 18.1 percent, to 1,025.3 billion yen compared to the fourth quarter of the previous fiscal year. This was principally due to declines in sales, in descending order of financial impact, of PCs, CRT televisions, Aiwa products, computer displays, home-use video cameras and home audio.

Performance by product category

Sales and operating revenue by product category discussed below represent sales to customers, which do not include intersegment transactions. Refer to Note 24 of Notes to Consolidated Financial Statements.

“Audio” sales decreased by 65.0 billion yen, or 8.7 percent, to 682.5 billion yen. Sales of home audio declined in all geographic areas, although sales of home theater systems increased principally in Europe and the U.S. Regarding headphone stereos, MD format sales increased due to rapid market growth particularly in the U.S. However, CD format headphone stereos sales decreased overall due to the contraction of the U.S. market, although such sales rose strongly in Europe aided by continued market expansion and the depreciation of the yen against the euro. Sales of both formats declined in Japan. Overall sales for the cassette format decreased due to the continued contraction of the market in all areas. Worldwide shipments of MD format headphone stereos increased by approximately 370,000 units to approximately 3,320,000 units. Worldwide shipments of CD format headphone stereos increased by approximately 250,000 units to approximately 10,720,000 units. Sales of home telephones declined because of Sony’s withdrawal from the home telephone business in the U.S. and Japan in the previous fiscal year.

“Video” sales increased by 17.0 billion yen, or 2.1 percent, to 823.4 billion yen. The increase was principally due to higher sales of digital still cameras in all areas and digital home-use video cameras in Other Areas, particularly Asia, and Europe. Worldwide shipments of digital still cameras increased by approximately 2,200,000 units to approximately 5,600,000 units. Worldwide shipments of home-use video cameras, both analog and digital, increased by approximately 350,000 units to approximately 5,750,000 units. However, analog home-use video camera sales decreased due to lower demand, particularly in the U.S. Overall sales of home-use video cameras decreased in Japan and the U.S. due to increased price competition. DVD-Video player sales decreased primarily in the U.S. where pricing pressure was severe, although the market expanded.

“Televisions” sales increased by 3.8 billion yen, or 0.4 percent, to 846.1 billion yen. The increase was primarily due to higher sales of large-screen projection televisions, particularly in the U.S., and plasma televisions, in the U.S., Europe and Japan. This increase was partially offset by a substantial decline in CRT televisions sales in the U.S. and Japan as a result of market contraction. However, sales of CRT televisions increased in Europe aided by the appreciation of the euro against the yen. Worldwide shipments of CRT televisions were approximately 10,000,000 units, almost flat compared with the previous fiscal year. Sales revenue from set-top boxes decreased due to a decline in unit sales in the U.S. and Europe.

“Information and Communications” sales decreased by 208.8 billion yen, or 17.9 percent, to 958.6 billion yen. The decrease was primarily due to lower sales of PCs, CRT computer displays and broadcast- and professional-use products. Further, since October 2001, when Sony began recording mobile phone handset sales as consignment sales to SEMC in “Other”, no sales of mobile phone handsets have been recorded under “Information and Communications”. Sales of PCs decreased in Japan and the U.S. due to increased price competition. Worldwide shipments of PCs decreased by approximately 400,000 units to approximately 3,100,000 units. Sales of personal digital assistants increased significantly, particularly in the U.S. and Europe, as the market for these products expanded. Sales of CRT based computer displays continued to decrease in the U.S., Europe and Japan due to the demand shift towards flat panel displays. As a result, sales of flat panel displays (which include LCD televisions) increased significantly in all areas. Sales of broadcast- and professional-use products decreased as many broadcasters postponed the installation of new systems due to economic uncertainty.

“Semiconductors” sales increased by 22.4 billion yen, or 12.3 percent, to 204.7 billion yen. The increase was primarily due to a significant increase in sales of CCDs, particularly in Japan and Other Areas, reflecting

higher demand for digital still cameras, and a significant increase in sales of bipolar integrated circuits for CD-R/RW and DVD drives, particularly in Japan. Partially offsetting the above increase was a decrease in sales revenue from high temperature LCDs in all geographic areas due to pricing pressure.

“Components” sales increased by 11.8 billion yen, or 2.2 percent, to 537.4 billion yen. The increase was primarily due to significant increases in sales of DVD drives, Memory Stick and batteries. DVD drive sales increased as the strong performance of Sony branded products, particularly in the U.S., allowed Sony to avoid unit price reductions. Memory Stick sales increased due to continued demand for digital still cameras, with worldwide shipments of Memory Stick increasing by approximately 8,000,000 units to approximately 19,000,000 units. At the end of the fiscal year ended March 31, 2003, Sony’s cumulative shipments of Memory Stick had reached 39,000,000 units. Regarding batteries, the growing market for lithium-ion batteries led to strong revenue growth despite declines in the average selling price. On the other hand, sales of CD-R/RW drives decreased due to severe price competition. Sales of CRTs also decreased reflecting the decline in the market for CRT televisions and CRT computer displays.

“Other” sales decreased by 10.4 billion yen, or 2.1 percent, to 490.7 billion yen, primarily due to lower sales of Aiwa products in all geographic areas. This decrease was partially offset by the sales of mobile phone handsets which were transferred from “Information and Communications” to “Other” in October 2001, as a result of their becoming consignment sales to SEMC.

In the Electronics segment, cost of sales for the fiscal year ended March 31, 2003 decreased by 368.5 billion yen, or 8.7 percent to 3,869.2 billion yen compared with the previous fiscal year. This decrease was due to the effects of restructuring carried out in the previous fiscal year in CRTs and other products, the increased profitability as a result of increased sales in semiconductors, batteries and other products, and the favorable impact of the appreciation of the euro against the yen. A majority of goods sold in Europe are imported from other regions; therefore an appreciation of the euro causes increased sales without a corresponding increase in the cost of sales. Research and development expenses were 380.3 billion yen, almost flat year on year. The cost of sales ratio decreased from 80.5 percent to 78.8 percent.

Selling, general and administrative expenses decreased by 19.8 billion yen, or 1.9 percent to 1,029.9 billion yen compared with the previous fiscal year. After-sales service expenses decreased by 36.5 billion yen, partially because of the absence of mobile phone-related after-sales service expenses recorded in the previous fiscal year. Loss on sales, disposal or impairment of long-lived assets, net also decreased, by 19.0 billion yen, primarily because of a decrease in restructuring charges related to reductions in CRT computer display manufacturing capacity, mainly in the U.S. In the current fiscal year, due to CRT computer display related restructuring in Japan and South-East Asia, a restructuring charge of 5.6 billion yen was recorded in selling, general and administrative expenses. Royalty expenses increased 16.9 billion yen. The ratio of selling, general and administrative expenses to sales increased from 19.9 percent to 20.8 percent due to the decrease in sales.

Regarding profit performance by product compared with the previous fiscal year, the largest gains in operating income were recorded in CRTs, portable audio, batteries, CRT televisions, recording media and digital still cameras. Increased demand for semiconductors resulted in a substantial decrease in the size of losses. On the other hand, losses increased in PCs and Aiwa products. Restructuring carried out in the previous fiscal year also led to improved profitability in several component businesses, including CRTs and recording media, as a result of the reduction of fixed costs and the concentration of resources toward successful products. Also contributing to the increase in profitability was the withdrawal from the loss-making home telephone business and the transfer, in October 2001, of Sony’s mobile handset business, which was recording a loss, to SEMC. Further, operating income benefited from the depreciation of the yen against the euro, which exceeded the negative impact of the appreciation of the yen against the U.S. dollar.

Partially offsetting the increase in profitability were losses recorded in PCs, where sales declined due to increased competition from lower priced products. Large operating losses were also recorded by Aiwa in almost all geographic areas as a result of reduced sales because of a decline in the competitiveness of Aiwa’s mainstay

products such as audio, restructuring expenses including costs of headcount reductions, inventory write-downs brought about by the elimination of product lines, and the sale and disposal of production facilities. Sony Corporation absorbed Aiwa by merger on December 1, 2002.

In the past Sony has recorded losses in the fourth quarter, due to a seasonal decline in demand for electronics products. However, the loss in the fourth quarter of the fiscal year ended March 31, 2003 increased substantially due to, in descending order of financial impact, a decline in sales, an increase in selling, general and administrative expenses associated with an increase in patent-related and other expenses, and a deterioration in the cost of sales ratio due to reductions in production undertaken to lower inventory to target levels and pricing pressure. Fourth quarter operating losses in the Electronics segment totaled 116.1 billion yen compared with an operating loss of 51.3 billion yen in the same quarter of the previous fiscal year. Significant losses were recorded by products including Aiwa products, semiconductors, digital still cameras and home audio. An approximate 5.9 billion yen restructuring charge for the closure of a semiconductor plant in the U.S. impacted the loss in the semiconductor business.

Manufacturing by Geographic Area

Regarding the geographic breakdown of total annual production in the Electronics segment (including the assembly of PlayStation 2 for the Game segment), and the final destination of such production, half of total production was in Japan, including production of digital still cameras, semiconductors, personal digital assistants, components (including batteries and Memory Stick), and plasma televisions. Approximately 55 percent of production in Japan was destined for other regions. Asia, here excluding Japan and China, accounted for more than 15 percent of total production, more than 60 percent of which was destined for Japan, the U.S. and Europe. China accounted for less than 10 percent of total production, more than 70 percent of which was destined for Japan, the U.S. and Europe. The Americas and Europe together accounted for the remaining quarter of total production, most of which was sold in the area where it was produced.

Comparison of Results on a Local Currency Basis and Results on a Yen Basis

Results in the Electronics segment, on a yen basis, were positively impacted overall by the appreciation of the euro against the yen, although this impact was partially offset by the negative impact of the depreciation of the U.S. dollar against the yen. On a local currency basis, sales for the fiscal year ended March 31, 2003 decreased by approximately 7 percent compared with the previous fiscal year and an operating income was recorded where an operating loss had been recorded in the previous fiscal year.

Due to the negative impact of the depreciation of the U.S. dollar against the yen, year on year increases in sales of products in the U.S. were generally smaller, and decreases generally larger, when stated in yen than when stated on a local currency basis. However, no products which recorded a sales increase on a local currency basis recorded a sales decrease on a yen basis.

Sales in Europe were positively affected by currency fluctuations, in particular the appreciation of the euro against the yen. Year on year increases in sales of products in Europe were generally larger, and decreases generally smaller, when stated in yen than when stated on a local currency basis. Regarding significant differences between results on a yen basis and results on a local currency basis, CRT televisions and home-use video cameras recorded an increase in sales on a yen basis but a decrease in sales on a local currency basis while portable audio and batteries, which all recorded increases in sales on a yen basis, were flat year on year on a local currency basis.

The net effect of currency fluctuations on product sales in Other Areas was negative. Sales increases were generally smaller, and decreases larger, when stated in yen than when stated on a local currency basis. Regarding significant differences between results on a yen basis and results on a local currency basis, sales of CRT televisions were flat year on year on a local currency basis but showed a slight decrease on a yen basis. Sales trends for other products were not significantly different on a local currency basis or a yen basis.

Game

Sales for the fiscal year ended March 31, 2003 decreased by 48.7 billion yen, or 4.9 percent, to 955.0 billion yen compared with the previous fiscal year. Operating income increased by 29.7 billion yen, or 35.9 percent, to 112.7 billion yen compared with the previous fiscal year, and the operating income margin increased from 8.3 percent to 11.8 percent.

Sales in the Game segment were positively impacted by the yen’s depreciation against the euro. On a local currency basis, sales for the fiscal year ended March 31, 2003 decreased approximately 7 percent and operating income increased 12 percent compared with the previous fiscal year.

Regarding sales by geographic area, sales decreased in Japan and the U.S. but increased in Europe. In Japan, hardware sales declined due to lower unit sales of PlayStation 2 hardware, brought on by a stagnation of the game industry, and a price reduction of PlayStation 2 hardware. Software sales decreased slightly due to lower unit sales of software published by SCE. As a result overall sales in Japan decreased. In the U.S., unit sales of PlayStation 2 hardware increased mainly due to strategic price reductions. Despite an increase in unit sales, hardware sales decreased due to the negative impact of the price reductions exceeding the positive impact of the increase in unit sales. Software sales increased due to an increase in unit sales brought on by an expansion of the software market as a result of the increase in hardware unit sales. As the decrease in hardware sales exceeded the increase in software sales, overall sales in the U.S. decreased. In Europe the market penetration of PlayStation 2 hardware continued to expand as hardware unit sales increased mainly in Western Europe, primarily due to a strategic price reduction of PlayStation 2 hardware. As a result, software sales increased and overall sales in Europe increased. The depreciation of the yen against the euro also had a positive impact on sales in Europe.

Total worldwide production shipments of hardware and software were as follows:

   Year ended March 31

  

Cumulative as

of March 31,
2003


   2002

  2003

  
   (million units)

Total Production Shipments of Hardware

         

PlayStation + PS one

  7.40  6.78  96.41

PlayStation 2

  18.07  22.52  51.20

Total Production Shipments of Software*

         

PlayStation

  91.00  61.00  917.00

PlayStation 2

  121.80  189.90  350.00

*Including those both from Sony and third parties under Sony licenses.

In terms of total software unit sales, PlayStation 2 titles represented 76 percent of the software unit sales for the fiscal year ended March 31, 2003, an increase from 57 percent of software unit sales recorded in the previous fiscal year.

In terms of profitability, operating income increased as compared with the previous fiscal year. This increase was due to an improvement in profitability of the hardware business as a result of a reduction in the cost of producing PlayStation 2 hardware and the positive impact of the yen’s depreciation against the euro. The increase in operating income was also due to an increase in profitability of the software business brought on by an increase in unit sales mainly in the U.S. and Europe. Cost of sales in the Game segment decreased due to a decrease in manufacturing-related expenses of PlayStation 2 hardware, resulting in a decrease in the ratio of cost of sales to sales compared to the previous fiscal year. Although selling, general and administrative expenses increased primarily due to an increase in advertising and promotion expenses in conjunction with the increase in units sold, the ratio of selling, general and administrative expenses to sales decreased as compared to the previous fiscal year.

Music

Sales for the fiscal year ended March 31, 2003 decreased by 6.5 billion yen, or 1.0 percent, to 636.3 billion yen compared with the previous fiscal year. Compared to operating income of 20.2 billion yen in the previous fiscal year, an operating loss of 8.7 billion yen was recorded this year.

On a local currency basis, sales in the Music segment increased by 1 percent while the Music segment incurred an operating loss as compared to operating income in the previous fiscal year.

Sales at SMEI increased approximately 6 percent on a U.S. dollar basis (refer to “Foreign Exchange Fluctuations and Risk Hedging” below). In terms of profitability, SMEI incurred an operating loss in the current year as compared to operating income in the previous fiscal year. The increase in sales was primarily due to an increase in sales of DVD software, manufactured in the Music segment, to the Pictures and Game segments. Sales to the Pictures segment increased as a result of the greater popularity of DVD media in the home entertainment market and sales to the Game segment increased due to higher unit sales of PlayStation 2 software titles, which are packaged on DVDs. Partially offsetting the increase in sales at SMEI was a decline in album sales in many regions worldwide. Album sales at SMEI have been declining due to the continued contraction of the global market for music. Industry-wide album unit sales in the U.S. decreased for 19 consecutive months up to and including March 2003. Such sales in the fiscal year ended March 31, 2003 were 10 percent lower than in the previous fiscal year. This contraction trend has been caused by slow economic growth, the saturation of the CD market, the effects of digital piracy and other illegal duplication, parallel imports, pricing pressures and a diversification of customer preferences brought on by increased competition from other entertainment sectors.

The decline in profitability resulting in an operating loss at SMEI primarily resulted from a 120 million U.S. dollar year on year increase in restructuring charges undertaken to reduce costs in response to the downward trend of the market. The total cost of restructuring for the fiscal year ended March 31, 2003, was approximately 190 million U.S. dollars, or 22.4 billion yen (refer to “Restructuring” for details) net of a reversal of an expense of 30.8 million U.S. dollars accrued in previous fiscal years as a result of reduced compensation expense. The second largest factor leading to the operating loss was a decrease in gross profit brought about by the decrease in album sales. The third factor leading to operating loss was an increase in talent-related expenses, primarily because the continued decline in album sales led to an increase in impairments of capitalized advances paid to artists. Partially offsetting the decline in operating profitability, in descending order of magnitude, were a decrease in advertising and promotion expenses, savings realized from previously implemented restructuring initiatives and higher income generated by the increase in DVD software manufacturing activity. Although restructuring expenses increased significantly compared with the previous fiscal year, the decrease in advertising and promotion expenses and savings realized from previously implemented restructuring initiatives caused a decrease in selling, general and administrative expenses for the year and an improvement in the ratio of selling, general and administrative expenses to sales.

Regarding the results of SMEJ, sales decreased by 10 percent and operating income decreased 81 percent year on year. Sales decreased due to the continued contraction of the music industry. The decrease in operating income resulted from the decrease in sales and, to a lesser extent, an increase in severance-related expenses incurred from restructuring. Restructuring activity at SMEJ during the fiscal year centered on headcount reductions.

On a yen basis, 72 percent of the Music segment’s sales were generated by SMEI while 28 percent were generated by SMEJ.

Pictures

Sales for the fiscal year ended March 31, 2003 increased by 167.0 billion yen, or 26.3 percent, to 802.8 billion yen compared with the previous fiscal year. Operating income increased by 27.7 billion yen, or 88.6 percent, to 59.0 billion yen and the operating income margin increased from 4.9 percent to 7.3 percent. The results in the Pictures segment consist of the results of Sony Pictures Entertainment (“SPE”), a U.S. based subsidiary.

On a U.S dollar basis, sales for the fiscal year in the Pictures segment increased approximately 30 percent and operating income increased approximately 92 percent. The increase in sales was due to the strong worldwide performance, both theatrically and in home entertainment, of current year releases includingSpider-Man, the highest grossing film in SPE’s history,Men in Black II,xXx andMr. Deeds. The increased worldwide popularity of DVDs also contributed to the higher home entertainment revenues. As a result of these factors, sales for the current year release slate increased 1.6 billion U.S. dollars compared with the previous fiscal year. Operating income for the segment increased significantly due to the higher theatrical and home entertainment revenues for the current year release slate, partially offset by the aggregate disappointing performance of several films includingI Spy andStuart Little 2, resulting in an increase of 221 million U.S. dollars, the benefit of restructuring initiatives undertaken in the previous fiscal year, resulting in an increase of 52 million U.S. dollars, and, less significantly, increased operating income in the television business due to higher revenues from the game show,Wheel of Fortune. The primary benefit of the restructuring undertaken in the previous fiscal year was a reduction in losses recorded on the production of new network television shows and pilots. Losses declined because the number of new shows and pilots was reduced and because production expenses per new show and pilot were reduced. Operating income for the segment was also higher because the 67 million U.S. dollar, or 8.5 billion yen, restructuring charge recorded in the previous fiscal year was not recorded this year (refer to “Restructuring” for details). Partially offsetting the increase in operating income was an additional provision of 66 million U.S. dollars, an increase of 26 million U.S. dollars over the previous fiscal year, with respect to previously recorded revenue from KirchMedia, an insolvent licensee in Germany of SPE’s feature film and television product, and related adjustments to ultimate film income.

As of March 31, 2003, unrecognized license fee revenue at SPE was approximately 1.3 billion U.S. dollars. SPE expects to record this amount in the future having entered into contracts with television broadcasters to provide those broadcasters with completed motion picture and television product. The license fee revenue will be recognized in the year that the product is available for broadcast.

Financial Services

Financial Services revenue for the fiscal year ended March 31, 2003 increased by 28.3 billion yen, or 5.5 percent, to 540.5 billion yen compared with the previous fiscal year. Operating income increased by 1.2 billion yen, or 5.4 percent, to 23.3 billion yen and the operating income margin was flat, compared with the previous fiscal year, at 4.3 percent.

At Sony Life Insurance Co., Ltd. (“Sony Life”), revenue increased by 19.5 billion yen, or 4.4 percent, to 466.6 billion yen and operating income increased by 1.8 billion yen, or 6.4 percent, to 29.6 billion yen compared with the previous fiscal year*. Insurance revenue increased as insurance-in-force from individual life insurance products increased due to the maintenance of a lower than industry average rate of contract cancellation, despite a decrease in newly acquired insurance-in-force brought about by a decrease in disposable family incomes due to continued weak economic conditions. The increase in revenue also resulted from an improvement in the valuation gains and losses from investments in the general account which occurred because loss recorded due to the devaluation of Argentine government bonds held in that account decreased significantly compared with the previous fiscal year. On the other hand, the increase in Sony Life’s revenue was partially offset by a deterioration of valuation gains and losses from investments in the separate account, which resulted from the stock market downturn. Operating income increased because of the increase in insurance revenue that accompanied the increase in insurance-in-force from individual life insurance products and the improvement in valuation gains and losses from investments in the general account mentioned above. Valuation gains and losses from investments in the separate account accrue directly to the account of policyholders and, therefore, do not affect operating income.

At Sony Assurance Inc. (“Sony Assurance”), revenue increased due to higher insurance revenue brought about by an expansion in automobile insurance-in-force reflecting greater customer awareness of the benefit of flexible insurance policies which take into account mileage driven. Regarding profit performance, an operating

loss was recorded in the fiscal year ended March 31, 2003, as was the case in each of the previous three fiscal years. The loss was recorded because essential investments necessary for the expansion of the business put pressure on profitability. These investments were for advertising and for computer systems necessary to develop new products and establish customer claims service centers. However, an increase in insurance revenue and a decrease in the expense ratio (the ratio of operating expenses to premiums) and the loss ratio (the ratio of insurance payouts to premiums) caused losses to decrease.

At Sony Finance International, Inc. (“Sony Finance”), a leasing and credit financing business subsidiary in Japan, revenue decreased slightly due to a decrease in rent revenue despite an increase in leasing revenue. In terms of profitability, a loss was recorded, compared with an operating income in the previous fiscal year, due to an increase in operating expenses in connection with the issuance of credit cards that utilize contact-free IC card technology.

Sony Bank Inc. (“Sony Bank”), which started business in June 2001, recorded a loss, as was also recorded in the previous fiscal year, primarily due to start-up expenses.


*The revenue and operating income at Sony Life reported here are calculated on a U.S. GAAP basis. Therefore, they differ from the results that Sony Life discloses on a Japanese statutory basis.

Condensed Statements of Income Separating Out the Financial Services Segment (Unaudited)

The following schedule shows unaudited condensed statements of income for the Financial Services segment and all other segments excluding Financial Services as well as condensed consolidated statements of income. This presentation is 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 believes that a comparative presentation may be useful in understanding and analyzing Sony’s consolidated financial statements. Transactions between the Financial Services segment and all other segments excluding Financial Services are eliminated in the consolidated figures shown below.

Year ended March 31


  Financial Services

  All other segments
excluding Financial
Services


  Consolidated

  2002

  2003

  2002

  2003

  2002

  2003

   (Yen in millions)

Financial Services revenue

  512,245  540,519  —    —    483,313  512,641

Net sales and operating revenue

  —    —    7,102,369  6,971,737  7,094,945  6,960,992
   

 

 

 
  

 
   512,245  540,519  7,102,369  6,971,737  7,578,258  7,473,633
   

 

 

 
  

 

Costs and expenses

  490,111  517,181  6,989,446  6,808,635  7,443,627  7,288,193
   

 

 

 
  

 

Operating income

  22,134  23,338  112,923  163,102  134,631  185,440
   

 

 

 
  

 

Other income (expenses), net

  (1,861) (1,307) (40,421) 67,878  (41,856) 62,181
   

 

 

 
  

 

Income before income taxes

  20,273  22,031  72,502  230,980  92,775  247,621
   

 

 

 
  

 

Income taxes and other

  11,477  13,072  72,785  120,062  83,443  132,102

Cumulative effect of accounting changes

  4,305  —    1,673  —    5,978  —  
   

 

 

 
  

 

Net income

  13,101  8,959  1,390  110,918  15,310  115,519
   

 

 

 
  

 

Other

During the fiscal year ended March 31, 2003, the Other segment was mainly comprised of the NACS, which includes SCN, an Internet-related service business subsidiary operating mainly in Japan, an in-house oriented information system service business and an IC card business, and an advertising agency business in Japan.

Sales for the fiscal year ended March 31, 2003 increased by 46.5 billion yen, or 22.8 percent, to 250.3 billion yen, compared with the previous fiscal year. During the fiscal year ended March 31, 2003, 52 percent of sales in the Other segment reflected intersegment transactions. In terms of profit performance, operating losses for the segment increased from 16.6 billion yen to 32.0 billion yen.

During the fiscal year, sales for the segment increased because intersegment transactions increased primarily due to an increase in sales at the advertising agency business in Japan due to its taking over the media buying for all Sony Group companies in Japan, and at the in-house oriented information system service business, in addition to an increase in sales at SCN. Regarding profit performance, losses were recorded at the NACS-related businesses and the advertising agency business in Japan. In comparison with the previous fiscal year, segment losses increased primarily due to an increase in expenses associated with the development of network technology intended to facilitate new businesses in the broadband age and the write-off of professional-use video software in the professional-use video software business due to a discontinuation of that business. Operating losses for the Other segment increased despite the fact that operating income was recorded at SCN, as compared to an operating loss in the previous fiscal year. SCN recorded operating income due to an increase in sales resulting from a rise in broadband subscribers and a reduction in costs associated with communication line usage.

Other Income and Expenses

In the consolidated results for the fiscal year ended March 31, 2003, other income increased by 61.2 billion yen, or 63.5 percent, to 157.5 billion yen, while other expenses decreased by 42.8 billion yen, or 31.0 percent, to 95.3 billion yen, compared with the previous fiscal year. The net amount of other income and other expenses was net income of 62.2 billion yen compared to net expense of 41.9 billion yen in the previous fiscal year.

The increase in other income was primarily due to the recording of a 72.6 billion yen gain on sales of securities investments and other, net, for the year ended March 31, 2003. This was mostly due to a 66.5 billion yen gain on the sale, in April 2002, of Sony’s equity interest in Telemundo Communications Group, Inc. and its subsidiaries (“Telemundo”), a U.S. based Spanish language television network and station group that was accounted for under the equity method. In addition, Sony deferred an approximate 6.0 billion yen gain on this sale due to provisions in the sale agreement that required a partial refund of the purchase price for certain losses or claims as defined in the agreement. The right of the acquirer to claim such refunds expired in April 2003 without any such claim being made. Therefore, Sony recorded an additional gain of 6.0 billion yen in April 2003. Gains were also recorded on the sale of the equity interest in Sony Tektronix Inc., which develops, manufactures and sells electronic measuring instruments and related devices, and Columbia House Company (“CHC”), a direct marketer of music and videos. Other income was positively impacted by a net foreign exchange gain of 1.9 billion yen recorded during the year, compared with a net foreign exchange loss of 31.7 billion yen recorded in the previous fiscal year. The net foreign exchange gain recorded during the year was primarily due to gains incurred on foreign exchange forward contracts and foreign currency option contracts, which Sony employs to hedge the risk from exchange rate fluctuations, while the foreign exchange losses recorded during the previous fiscal year were due to losses incurred on such contracts due to the rapid depreciation of the yen between December 2001 and March 2002. Compared to the previous fiscal year, interest and dividends decreased from 16.0 billion yen in the previous fiscal year to 14.4 billion yen, primarily due to lower interest earned from investments.

The decrease in other expenses was primarily due to the absence of the net foreign exchange loss recorded in the previous fiscal year as noted above. Interest expense also decreased by 9.1 billion yen, or 25.0 percent, to 27.3 billion yen, primarily due to lower average balances of short-term borrowings and lower interest rates. As a result, the amount of income from interest and dividends less interest expense improved to a net expense of 12.9 billion yen, compared with a net expense of 20.4 billion yen in the previous fiscal year. Partially offsetting the decrease in other expenses was an increase of 4.7 billion yen, or 25.7 percent, to 23.2 billion yen, in losses on the devaluation of securities investments, including securities issued by companies in the U.S. and Europe with which Sony has strategic relationships for the purpose of developing and marketing new technologies. Such

companies include Canal+ Technologies, a developer of middleware and conditional access technologies for digital broadcasting, TIVO Inc., a marketer of digital video recorders, and Transmeta Corporation, a chip manufacturer.

Income before Income Taxes

Income before income taxes for the fiscal year ended March 31, 2003 increased by 154.8 billion yen, or 167 percent, to 247.6 billion yen compared with the previous fiscal year. Significant contributors to the year on year increase in income before income taxes, in descending order of significance, were the increase in operating income, the increase in gains on sales of securities investments and other, net, and the absence of the foreign exchange loss recorded in the previous fiscal year.

Income Taxes

Income taxes for the fiscal year ended March 31, 2003 increased by 15.6 billion yen, or 24.0 percent, to 80.8 billion yen. The increase in income tax was principally due to the increase in income before income taxes described above, although this increase was partially offset by a tax benefit of 51.9 billion yen recorded due to the reversal of valuation allowances on deferred tax assets held by Aiwa as these assets became recoverable as a result of Sony’s decision to merge with Aiwa.

The ratio of income taxes to income before income taxes (the effective tax rate) decreased from 70.3 percent in the previous fiscal year to 32.6 percent.

Results of Affiliated Companies Accounted for under the Equity Method

During the year, equity in net losses of affiliated companies increased from 34.5 billion yen in the previous fiscal year to 44.7 billion yen. SEMC, a joint venture focused on mobile phone handsets recorded 20.8 billion yen losses. In addition, equity affiliates recording losses included S.T. Liquid Crystal Display Corporation (“ST-LCD”), an LCD joint venture in Japan, Crosswave Communications Inc. (“Crosswave”), a data communications carrier offering customers broadband networks and network services in Japan, and BE-ST Bellevuestrasse Development GmbH & Co. First Real Estate KG, Berlin (“BE-ST KG”), a real estate business in Germany. Regarding the significant losses at SEMC, no year on year comparison is available because SEMC was established in October 2001. However, the loss of 10.7 billion yen recorded due to SEMC in the second half of the fiscal year ended March 31, 2003 was greater than the 7.4 billion yen loss recorded in the second half of the fiscal year ended March 31, 2002. This increase in losses was due to the following factors: decreased sales in the fourth quarter ended March 31, 2003, compared to the fourth quarter ended March 31, 2002, due to increased pricing pressure; increased expenses due to the phase-in of new products in the GSM and Japanese markets; and the recording of an operating loss in the fourth quarter ended March 31, 2003 compared to income in the fourth quarter ended March 31, 2002, which benefited from the successful introduction of two high-end models in the Japanese and European markets. In January 2003, Sony and Telefonaktiebolaget LM Ericsson announced that they will each invest an additional 150 million euro in SEMC to strengthen its financial position (refer to “Electronics”, above).

In the first quarter of the fiscal year ended March 31, 2003, SPE and other non-Sony investors sold Telemundo to NBC, a media company owned by the General Electric Company. In the same quarter, SMEI and AOL Time Warner Inc.’s Warner Music Group each sold the majority of their holding in CHC to Blackstone Capital Partners, an affiliate of The Blackstone Group, an investment bank. The Chairman of the Blackstone Group was a director of Sony until June 2002,

In August 2003, Crosswave Communications Inc., 23.9 percent of the equity of which Sony Corporation owns, applied for commencement of reorganization proceedings under the Corporate Reorganization Law of Japan. Sony has outstanding loans and leases certain fixed assets to Crosswave Communications Inc. Sony

estimates that the commencement of such reorganization proceedings under the Corporate Reorganization Law will result in a maximum decrease to consolidated income before income taxes of approximately 6.0 billion yen.

Minority Interest in Income (Loss) of Consolidated Subsidiaries

In the fiscal year ended March 31, 2003, minority interest in the income of consolidated subsidiaries, which is excluded from income before income taxes, was 6.6 billion yen, compared to a 16.2 billion yen minority interest in the loss of consolidated subsidiaries recorded in the previous fiscal year. This change was principally due to the reversal of valuation allowances on deferred tax assets held by Aiwa and because Sony no longer recorded a minority interest in Aiwa’s losses as Sony took Aiwa private in October 2002.

Net Income

Net income for the fiscal year ended March 31, 2003 increased by 100.2 billion yen, or 654.5 percent, to 115.5 billion yen compared with the previous fiscal year. As a percentage of sales, net income increased from 0.2 percent to 1.5 percent. The most significant contribution to the year on year increase in net income was the increase in income before income taxes. However the effect of the minority interest in the income of consolidated subsidiaries, the absolute increase in income taxes, and the increase in losses in equity of affiliated companies caused net income to be 132.1 billion yen less than income before income taxes, compared to a difference of 77.5 billion yen in the previous fiscal year.

The return on stockholders’ equity increased from 0.7 percent to 5.0 percent. (This ratio is calculated by dividing net income by the simple average of stockholders’ equity at the end of the previous fiscal year and at the end of the current fiscal year.)

Basic net income per share was 125.74 yen compared with 16.72 yen in the previous fiscal year, and diluted net income per share was 118.21 yen compared with 16.67 yen in the previous fiscal year. Refer to Notes 2 and 21 of Notes to Consolidated Financial Statements.

Foreign Exchange Fluctuations and Risk Hedging

During the fiscal year ended March 31, 2003, the average value of the yen was 124.1120.9 yen against the U.S. dollar, and 109.1119.5 yen against the euro, which was 11.72.6 percent lowerhigher against the U.S. dollar and 9.38.8 percent lower against the euro, respectively, compared with the average of the previous fiscal year. Operating results on a local currency basis described in“Operating “Overview” and “Operating Performance” compare show results of sales and operating revenue ((“sales”) and operating income obtained by applying the yen’s monthly average exchange rate in the previous fiscal year to monthly local currency-denominated sales, cost of sales, and selling, general and administrative expenses for the fiscal year ended March 31, 2002,2003, as if the value of the yen had remained the same. Regardingconstant. In the Music segment, Sony consolidates the yen-translated results of Sony Music Entertainment Inc. (“SMEI”—aSMEI (a U.S. based operation whichthat aggregates the results of its worldwide subsidiaries on a U.S. dollar basis) and the results of Sony Music Entertainment (Japan) Inc. (“SMEJ”—anSMEJ (a Japan based operation whichthat aggregates the results of its operations in yen). RegardingIn the Pictures segment, Sony translates into yen the U.S. dollar consolidated results of Sony Pictures Entertainment (“SPE”—aSPE, (a U.S. based operation withthat has worldwide subsidiaries). Therefore, regardingin the results of SMEI and SPE, analysis of operating results is on a U.S. dollar basis; accordingly,and discussion of certain portions of these two companies’their operating results isare specified as being on“a “a U.S. dollar basis.” Results on a local currency basis and results on a U.S. dollar basis are not on the same basis as Sony’s consolidated financial statements and do not conform with Generally Accepted Accounting Principles in the U.S. (“U.S. GAAP”).GAAP. In addition, Sony does

not believe that these measures are a substitute for U.S. GAAP measures. However, Sony believes that results on a local currency basis results provide additional useful information to investors regarding operating performance.

Sony’s consolidated results are subject to foreign currency fluctuations mainly derived from inter-company accounts receivable and payable associated with export and import of materials, parts and products.the fact that the countries where manufacturing takes place may be different from those where such products are sold. In the Electronics segment, this is related to products manufactured in Asia (including Japan) and shipped to the U.S. and Europe, and in the Game segment, this is related to products manufactured in Japan and shipped to the U.S. and Europe. Against its aggregate net balance of foreign exchange exposure from these activities, from time to time Sony engages in foreign exchange transactions. During the fiscal year ended March 31, 2002, the total net foreign exchange Sony sold as a result of such activities in major currencies was 8.6 billion U.S. dollars and 3.7 billion euro. Sony engaged in hedging activities throughout the yearorder to reduce this exchange ratethe risk caused by employingsuch fluctuations, Sony employs derivatives, including foreign exchange forward contracts and foreign currency option contracts. Furthermore,contracts, in accordance with a consistent risk management strategy. Such

derivatives are used primarily to mitigate the effect of foreign currency exchange rate fluctuations on cash flows generated by anticipated intercompany transactions and intercompany accounts receivable and payable denominated in foreign currencies.

In 2001, Sony Global Treasury Services plc (“SGTS”) was established in London for the purpose of providing integrated treasury services for Sony Corporation and its subsidiaries. Sony’s policy is that Sony Corporation and all subsidiaries with foreign exchange exposures should enter into commitments with SGTS for hedging their exposures. Sony Corporation and most of Sony’s subsidiaries utilize SGTS for this purpose. The concentration of foreign exchange exposures at SGTS means that, in effect, SGTS hedges the net foreign exchange exposure of Sony Corporation and its subsidiaries. SGTS in turn enters into foreign exchange transactions with creditworthy third-party financial institutions. Most of the transactions are entered into against projected exposures before the actual export and import transactions take place. In particular SGTS hedges the exposures of major currency pairs such as U.S. dollar against Japanese yen, euro against Japanese yen and euro against U.S. dollar, on average three months before the actual transactions take place. In the case of emerging market currencies, such as Brazil, with high inflation and high interest rates, projected exposures are hedged one month before the actual transactions take place due to cost effectiveness considerations. Sony enters into foreign exchange transactions with financial institutions only for hedging purposes and does not undertake speculative transactions.

To minimize the adverse effects of foreign exchange fluctuations on its financial results, particularly in the Electronics segment, Sony seeks, when appropriate, Sony seeks to localize material and parts procurement, design, and manufacturing operations in areas outside of Japan.

Changes in the fair value of derivatives designated as cash flow hedges, including foreign exchange forward contracts and foreign currency option contracts, are initially recorded in other comprehensive income and reclassified into earnings when the hedged transaction affects earnings. Foreign exchange forward contracts, foreign currency option contracts and other derivatives that do not qualify as hedges are marked-to-market with changes in value recognized in Other Income and Expenses. The notional amount of foreign exchange forward contracts, currency option contracts purchased and currency option contracts written as of March 31, 2003 are 1,139.3 billion yen, 484.5 billion yen and 238.8 billion yen, respectively.

Operating PerformanceResults for the Fiscal Year Ended March 31, 2002 compared with the Fiscal Year Ended March 31, 2001

Overview

During the fiscal year ended March 31, 2002, worldwide economic conditions turned poor as countries in Europe and Asia, including Japan, experienced a deterioration in their economies following a worsening of economic conditions in the U.S., particularly in the information-technologyinformation technology sector. The atmosphere of global recession grew after the terrorist attacks in the U.S. on September 11, 2001, causing the economic outlook to become even more uncertain. While the deterioration of the Japanese, U.S. and European economies showed signs of bottoming out in the early months of calendar year 2002, the fiscal year ended on March 31, 2002 without a strong sense of recovery. Under such difficult market conditions, and reflecting the impact of the translation of financial results into yen in accordance with U.S. GAPP, the currency in which Sony’s financial statements are prepared, Sony’s sales for the fiscal year ended March 31, 2002, which are stated in yen, increased 3.6 percent compared with the previous fiscal year, due to the positive impact of the depreciation of the yen and a significant increase in sales in the Game segment. Although profitability of the Game and Pictures segments improved significantly, operating income decreased 40.3 percent compared with the previous fiscal year, primarily reflecting the operating loss recorded in the Electronics segment due to poor worldwide market conditions and the recording of restructuring charges.

On a local currency basis (in connection with all(regarding references herein to results of operations expressed on a local currency basis, refer toImpact ofOperating Results for the Fiscal Year Ended March 31, 2003 Compared with the Fiscal Year Ended March 31, 2002, Foreign Exchange Fluctuations and Basic Countermeasures”Risk Hedging”) above), Sony’s sales for the fiscal year ended March 31, 2002 decreased approximately 4 percent compared with the previous fiscal year, and an operating loss was recorded compared to operating income recorded in the previous fiscal year.

Restructuring

Restructuring expenses (including the severance-related charges mentioned above) for the fiscal year ended March 31, 2002 amounted to 107.0 billion yen, compared to 34.7 billion yen in the previous fiscal year. The primary restructuring activities were in the Electronics, Music and Pictures segments.

Electronics

Restructuring charges in the Electronics segment were approximately 86.9 billion yen, compared to 20.6 billion yen in the previous fiscal year.

In the year ended March 31, 2002, a decision was made to reduce production capacity at computer display CRT manufacturing facilities, mainly in the U.S., in response to market contraction resulting from the demand shift from CRT displays to flat panel displays. The resulting charges totaled 19.6 billion yen, of which 0.9 billion yen was recorded in cost of sales, and 18.7 billion yen was recorded in selling, general and administrative expenses.

A drastic restructuring program was implemented at Aiwa to reverse a decline in profit performance. Although Aiwa products include television and video, the majority of Aiwa’s sales are derived from audio products. After sales reached a peak in the fiscal year ended March 31, 1998, Aiwa’s performance deteriorated in the following two fiscal years as Aiwa’s product development did not keep pace with changing market conditions and changing consumer preferences. Further, the worldwide market for home audio products, which had accounted for up to 70 percent of Aiwa’s sales, declined. In the fiscal year ended March 31, 2000 Aiwa recorded an operating loss of 6.7 billion yen, followed by an operating loss of 13.3 billion yen in the fiscal year ended March 31, 2001. Therefore a restructuring program was implemented which included a reduction of unprofitable product lines, plant closures, and headcount reductions. The resulting restructuring charges totaled 25.5 billion yen, of which 5.7 billion yen was recorded in cost of sales, and 19.8 billion yen was recorded in selling, general and administrative expenses.

In addition to the restructuring activities described above, Sony has reduced headcount through the implementation of several early retirement programs to further reduce costs in the Electronics segment. The resulting charges totaled 12.3 billion yen, compared to 14.4 billion yen in the previous fiscal year. These charges were recorded in selling, general and administrative expenses.

Music

As a result of the continued contraction of the worldwide music market due to slow worldwide economic growth, the saturation of the CD market, the effects of piracy and other illegal duplication, parallel imports, pricing pressures and the diversification of customer preferences brought on by increased competition from other entertainment sectors, Sony has been actively repositioning the Music segment for the future by looking to create a more effective and profitable business model. As a result, the Music segment has undergone a worldwide restructuring program since the year ended March 31, 2001 to reduce staffing and other costs through the consolidation and rationalization of facilities worldwide. Restructuring charges in the Music segment were approximately 8.6 billion yen, compared to 7.9 billion yen in the previous fiscal year which were included in selling, general and administrative expenses. SMEI recorded restructuring charges of 68 million U.S. dollars.

Restructuring activities included staff reductions and the downsizing of and withdrawal from a number of businesses designed to capitalize on the growth of the Internet through strategic investments. These restructuring and cost reduction initiatives resulted in the termination of approximately 750 employees, or 6.3 percent of the workforce.

Pictures

Due to changes within the television production and distribution business, the competition between network-owned production companies and other production and distribution companies to license product to the major televisions networks is becoming more intense. This competitive environment has resulted in fewer opportunities to produce shows for the networks and a shorter lifespan for ordered shows that do not immediately achieve favorable ratings. This trend has resulted in an increase in the number of new programs being distributed yet canceled in their first or second season, which are generally less profitable, and a decrease in the number of network programs that are able to achieve syndication, which are generally more profitable. As a result, in the fiscal year ended March 31, 2002, Sony decided to consolidate its television operations and downsize the network television production business in the Pictures segment. Restructuring charges incurred in connection with this restructuring activity were approximately 8.5 billion yen which were included in the cost of sales. No significant restructuring activity was carried out in the previous fiscal year in the Pictures segment.

Note that losses on sales, disposal or impairment of long-lived assets are recorded in selling, general and administrative expenses. Refer to“Cost of Sales and Selling, General and Administrative Expenses”below and to Note 17 of Notes to Consolidated Financial Statements.

The table below summarizes major restructuring activities for which charges of over 5 billion yen were recorded during the fiscal year ended March 31, 2002.

Segment


Nature of Restructuring


Costs incurred in fiscal
year ended
March 31, 2002


Additional Information


Electronics

Discontinuation of CRT manufacturing facilities in U.S.19.6 billion yenRestructuring completed in fiscal year ended March 31, 2003.

Personnel reductions and closure of manufacturing facilities, rationalization of product lines at Aiwa25.5 billion yenAdditional restructuring continued in next year. Refer to table for year ended March 31, 2003.

Early retirement program

12.3 billion yen

Early retirement program continued in next year. Refer to table for year ended March 31, 2003.


Music

Rationalizations of non-core businesses, headcount reductions8.6 billion yenRefer to table for year ended March 31, 2003 for details of long term restructuring plan.

Pictures

Consolidation and downsizing of network television production business8.5 billion yenRestructuring to be completed in fiscal year ending March 31, 2005.

Operating Performance

Sales

Sales for the fiscal year ended March 31, 2002 increased by 263.4 billion yen, or 3.6 percent, to 7,578.3 billion yen compared with the previous year, for the reasons discussed above.

fiscal year. A further breakdown of sales figures is presented below.

Cost of Sales and Selling, General and Administrative Expenses

Cost of sales for the fiscal year ended March 31, 2002 increased by 192.9 billion yen, or 3.8 percent, to 5,239.6 billion yen compared with the previous fiscal year and, as a percentage of sales, increased from 73.9 percent to 74.2 percent. Despite a decrease in personnel expenses primarilyYear on year, the cost of sales ratio increased from 77.6 percent to 80.5 percent in the Electronics segment, and from 56.0 percent to 57.6 percent in the Music segments,segment. The cost of sales increased primarilyratio decreased from 87.1 percent to 74.7 percent in the Game segment and from 65.9 percent to 62.0 percent in the

Pictures segment. The cost of sales ratio in the Electronics segment deteriorated due to increases in manufacturing-related expenses, such as raw materials and depreciation, andmanufacturing expenses. The cost of sales ratio in the Music segment deteriorated due to decreased revenue from album sales resulting from the continued contraction of the global market for music. The cost of sales ratio in the Game segment improved due to increased revenues from the expansion of the PlayStation 2 business, although the absolute amount of cost of sales, including research and development expenses, mainlyincreased significantly. The cost of sales ratio in the Game segment.Pictures segment improved due to increased home entertainment revenue from prior year releases, and increased theatrical and home entertainment revenue from current year releases. Research and development expenses during the fiscal year increased by 16.5 billion yen, or 4.0 percent, to 433.2 billion yen compared with the previous fiscal year, with much of this increase in the Game segment. However, the ratio of research and development expenses to sales was 6.1 percent, which approximated that of the previous fiscal year.

Selling, general and administrative expenses for the fiscal year ended March 31, 2002 increased by 129.8 billion yen, or 8.0 percent, to 1,742.9 billion yen compared with the previous fiscal year. The ratio of selling, general and administrative expenses to sales increased from 23.623.5 percent to 24.724.6 percent. Year on year, the ratio of selling, general and administrative expenses to sales increased from 18.0 percent to 19.9 percent in the Electronics segment, but decreased from 20.6 percent to 17.1 percent in the Game segment, from 40.7 percent to 39.3 percent in the Music segment, and from 33.3 percent to 33.1 percent in the Pictures segment.

The increase in expenses was due to the depreciation of the yen; a total of approximately 40.0 billion yen in severance-related charges due to restructuring initiatives primarily in the Electronics segment, including Aiwa, Co., Ltd., and the Music segment; an increase of 25.6 billion yen in loss on sales, disposal or impairment of long-lived assets, net, primarily in the Electronics segment; and an increase of 18.6 billion yen in after-sales service expenses including those relating to the mobile phone business. However, advertising expenses decreased 23.9 billion yen, mainly in the Electronics and Music segments, while thosepartially offset by an increase in the Game segment increased, because sales also increased significantly.

Restructuring expenses for the fiscal year amounted to approximately 106 billion yen. On a segment basis, the primary charges were made in Electronics, approximately 85 billion yen, Music, approximately 9 billion yen, and Pictures, approximately 8 billion yen.
segment.

Partially offsetting the increase in cost of sales and selling, general and administrative expenses was a cessation of amortization in accordance with a change in the accounting standard regarding goodwill and other intangible assets adopted in the first quarter of the fiscal year (refer to Notes 2 and 119 of Notes to Consolidated Financial Statements). The adoption of this new accounting standard resulted in a 20.1 billion yen decrease in expenses. By segment, thethis change in accounting standard positively affected the Electronics segment by 3.0 billion yen, the Game segment by 10.5 billion yen, the Music segment by 3.4 billion yen, and the Pictures segment by 3.2 billion yen.

The aforementioned analysis of cost of sales and selling, general and administrative expenses does not include an analysis of the Financial Services segment. Therefore, Financial serviceServices revenue is excluded from “Sales”“sales” in the ratio of selling, general and administrative expenses to sales.

Operating Income

As a result of the factors discussed above, operating income for the fiscal year ended March 31, 2002 decreased by 90.7 billion yen, or 40.3 percent, to 134.6 billion yen compared with the previous fiscal year. Operating income margin decreased from 3.1 percent to 1.8 percent.

This year on year decrease in overall profitability was due to a decrease in the operating income of the Electronics segment, although the Game segment recorded a significant increase in profitability.

Operating Performance by Business Segment

The following discussion is based on segment information. Sales and operating revenue in each business segment include intersegment transactions (refertransactions. Refer to Note 2524 of Notes to Consolidated Financial Statements).

Statements.

Business Segment Information

   
Year ended March 31

       
Sales and Operating revenue

  
2001

     
2002

     
Percent change

 
   
(Yen in billions)
       
Electronics  5,473.4     5,310.4     -3.0 %
Game  660.9     1,003.7     +51.9 
Music  612.1     642.8     +5.0 
Pictures  555.2     635.8     +14.5 
Financial Services  478.8     512.2     +7.0 
Other  156.4     146.4     -6.4 
   

    

    

Elimination  (622.0)    (673.2)    —   
   

    

    

Consolidated  7,314.8     7,578.3     +3.6 
   

    

    

   
Year ended March 31

       
Operating income (loss)

  
2001

     
2002

     
Percent change

 
   
(Yen in billions)
       
Electronics  247.1     (8.2)    —   
Game  (51.1)    82.9     —   
Music  20.5     20.2     -1.6%
Pictures  4.3     31.3     +624.6 
Financial Services  17.4     22.1     +27.0 
Other  (9.4)    (8.6)    —   
   

    

    

Elimination and unallocated corporate expenses  (3.5)    (5.0)    —   
   

    

    

Consolidated  225.3     134.6     -40.3 
   

    

    

   Year ended March 31

    

Sales and Operating revenue


  2001

  2002

  Percent change

 
   (Yen in billions)    

Electronics

  5,454.5  5,286.2  -3.1%

Game

  660.9  1,003.7  +51.9 

Music

  612.1  642.8  +5.0 

Pictures

  555.2  635.8  +14.5 

Financial Services

  478.8  512.2  +7.0 

Other

  206.8  203.8  -1.5 
   

 

 

Elimination

  (653.6) (706.4) —   
   

 

 

Consolidated

  7,314.8  7,578.3  +3.6 
   

 

 

   Year ended March 31

    

Operating income (loss)


  2001

  2002

  Percent change

 
   (Yen in billions)    

Electronics

  251.1  (1.2) —   

Game

  (51.1) 82.9  —   

Music

  20.5  20.2  -1.6%

Pictures

  4.3  31.3  +624.6 

Financial Services

  17.4  22.1  +27.0 

Other

  (13.7) (16.6) —   
   

 

 

Elimination and unallocated corporate expenses

  (3.2) (4.1) —   
   

 

 

Consolidated

  225.3  134.6  -40.3 
   

 

 

Sony’s mobile handset business, previously included in the“Electronics” Electronics segment, has been moved to Sony Ericsson Mobile Communications (“SEMC”),SEMC, a mobile handset joint venture which began operations in October 2001, and has become an affiliated company accounted for under the equity method.

Realignment of the Business Segment Configuration

Commencing with the first quarter ended June 30, 2001, Sony has partly realigned its business segment configuration, used for disclosing the breakdown of operating results, and its product category configuration in the Electronics segment, used for disclosing the breakdown of sales and operating revenue, as described below. Results for the previous fiscal year have been reclassified to conform to the presentations for the current year.

Changes in the Business Segment Configuration

  
Sony renamed the former“Insurance” segment the“Financial Services” segment. The“Financial Services” segment includes results of Sony Life Insurance Co., Ltd. and Sony Assurance Inc., previously included in the former“Insurance” segment. The“Financial Services” segment also includes the results of Sony Finance International, Inc., a subsidiary focused on leasing and credit financing and moved from the“Other” segment to the“Financial Services” segment, and the results of Sony Bank Inc., which started operations in June 2001.

  
Results of Sony Communication Network Corporation, asubsidiarya subsidiary focused on Internet-related services, have been moved from the “Electronics”“Electronics”segment to the “Other”“Other” segment.

  
Results of Sony Trading International Corporation (now Sony Supply Chain Solutions Inc.), a subsidiary focused on parts trading services within the Sony group,Group, have been moved from the“Other” segment to the“Electronics” segment.

Changes in the Product Category Configuration in the Electronics segment

  
Sony divided the former“Electronic components and other” category into the“Semiconductors,”“Components,”and“Other”categories. The“Components” category includes sales of optical pickups, batteries, and cathode ray tubes (“CRTs”). The category also includes sales of audio recording media, previously included in the“Audio” category; video recording media, previously included in the“Video” category; and data recording media/data recording systems, previously included in the “Information and communications”Communications” category.

  
Sales of Aiwa Co., Ltd., previously included in the“Audio,” “Video,“Video, “Televisions,“Televisions, “Information“Information and communications,Communications, and“Electronic components and other” categories by the nature of products, have been integrated into the“Other” category.

  
Sales of broadcastbroadcast- and professional useprofessional-use audio equipment, previously included in the“Audio” category; sales of broadcastbroadcast- and professional useprofessional-use video equipment, previously included in the“Video” category; sales of broadcast- and professional-use monitors, previously included in the“Televisions” category; and sales of other professional-use equipment, previously included in the“Electronic components and other” category, have been integrated into the“Information and Communications” category.

sales of broadcast and professional use monitors, previously included in the“Televisions” category; and sales of other professional-use equipment, previously included in the“Electronic components and other” category, have been integrated into the“Information and Communications” category.
 
Sales of computer projectors, previously included in the“Televisions” category, are now included in the“Information and Communications” category.

 
Sales of car navigation systems and home telephones, previously included in the“Information and communications”Communications” category, are now included in the“Audio” category.

 
Sales of set-top-boxesset-top boxes such as broadcasting reception systems and Internet terminals, previously included in the“Information and communications”Communications” category, are now included in the“Televisions” category.

 
Sales of mobile handsets, previously included in the“Information and communications”Communications” category, were included in the“Other” category from the second half of the fiscal year ended March 31, 2002, because SEMC entrusted only their manufacture to Sony after the entire mobile phone handset business was transferred to SEMC in October 2001. Since this is a change in business structure, Sony has not restated sales figures for the past fiscal years.

New Business Segment Configuration

Electronics

  
Electronics business composed of“Audio,” “Video,“Video, “Televisions,“Televisions, “Information“Information and Communications,” “Semiconductors,“Semiconductors, “Components,“Components, and“Other” categories

Game

  Home entertainment system business run by Sony Computer Entertainment, Inc.

Music

  Music business run by Sony Music Entertainment Inc., based in the U.S. and Sony Music Entertainment (Japan) Inc.

Pictures

  Motion picture and television business, as well as digital entertainment business such asincluding digital production, online distribution, and broadband services, run by Sony Pictures Entertainment

Financial Services

  Life insurance business run by Sony Life Insurance Co., Ltd., non-life insurance business run by Sony Assurance Inc., leasing and credit financing business run by Sony Finance International, Inc., and banking business run by Sony Bank Inc.

Other

  Internet-related services business run by Sony Communication Network Corporation; location-based entertainment businesses in Japan and the U.S.;Corporation and advertising agency business in Japan

New Product Categories Configuration in the Electronics businessSegment

Audio

  Home audio, portable audio, car audio, car navigation systems, and home telephones

Video

  Video cameras, digital still cameras, video decks, and DVD-Video players/recorders

Televisions

  CRT-based televisions, projection televisions, and set-top-boxesset-top boxes such as digital broadcasting reception systems and Internet terminals

Information and Communications

  PCs, computer displays, computer projectors, printer systems, personal assistants, and broadcastbroadcast- and professional useprofessional-use audio/video/monitors and other professional-use equipment (sales of mobile phone handsets made prior to October 2001 are also contained here)

Semiconductors

  LCDs, CCDs, and other semiconductors

Components

  Optical pickups, batteries, CRTs, audio/video/data recording media, and data recording systems

Other

  Aiwa Co., Ltd., Sony Trading International Corporation (now Sony Supply Chain Solutions), Aiwa brand products, and products and services which are not included in the above categories (sales of mobile phone handsets to SEMC from October 2001 onward are also contained here)

Electronics

Sales for the fiscal year ended March 31, 2002 were 5,310.45,286.2 billion yen, a decrease of 162.9168.3 billion yen, or 3.03.1 percent, compared with the previous fiscal year. An operating loss of 8.21.2 billion yen was recorded compared to operating income of 247.1251.1 billion yen in the previous fiscal year. The significant deterioration of results was due to a worsening of worldwide market conditions, intensified price competition, and restructuring expenses.

Regarding sales by geographic area, sales increased slightly in the U.S., primarily because of, in descending order of financial impact, the especially strong performance of consumer-oriented desktop PCs, andprojection televisions, personal digital assistants, set-top boxes, CRT televisions and digital still cameras. Products with decreased sales in addition to the positive impact ofU.S. included computer displays and broadcast- and professional-use products. Sales in the U.S were positively affected by the depreciation of the yen. InThe sales decrease in Japan Europe, and Other areas sales decreased. Of these areas, Japan had the largest decrease, which accounted for almost the entire decrease in sales of the Electronics segment. This decrease in sales in Japan resulted from a significant decline in sales of mobile phones due to quality issues in the first half of the fiscal year ended March 31, 2002 (before that business was transferred to Sony Ericsson Mobile Communications (“SEMC”),SEMC, which started operations in October 2001). The decrease in sales also resulted from a decrease in sales of semiconductors, computer displays, CRT televisions, home-use video cameras and consumer-oriented products inset-top boxes. In Europe, sales decreased slightly reflecting the economic downswing and severe pricing pressure, although sales were positively impacted by the appreciation of the euro against the yen. Sales of computer displays, notebook PCs, analog home-use video cameras and home audio video, anddecreased while sales of CRT televisions categories.showed strong growth. The transfer of Sony’s mobile phone business to SEMC also had a negative impact on the sales. In Other Areas, sales were flat compared with the previous fiscal year. CD-R/RW drive sales decreased because of the declining PC market and sales of the segment. The deteriorationsemiconductors, CRTs and analog home-use video cameras also decreased, although digital home-use video cameras, projection televisions and PCs recorded increases in profit performance for the segment resulted from the decrease in sales of the segment, partially offset by the positive impact of the yen’s depreciation. In addition, profitability was also negatively impacted by a drop in world market prices; a decrease in demand for semiconductors and OEM products, including PC peripherals; restructuring expenses of approximately 60.0 billion yen, excluding those at Aiwa Co., Ltd. (“Aiwa”), a consolidated subsidiary; losses in the mobile phone business in the first half of the fiscal year; and a 38.0 billion yen operating loss (including 25.5 billion yen in restructuring expenses) at Aiwa.

sales.

Performance by product category

Sales and operating revenue by product category discussed below represent sales to customers, which do not include intersegment transactions (refertransactions. Refer to Note 2524 of Notes to Consolidated Financial Statements).

Statements.

“Audio”sales decreased by 8.9 billion yen, or 1.2 percent, to 747.5 billion yen. While demand forsales of CD/MD format headphone stereos increased in Western Europe, withdrawal from the home telephone business in the U.S.

and Japan, decreased sales of radio-cassette recorders and home-usehome audio in most geographic areas, and decreased sales of car audio in Japan, the U.S., and Europe brought about the overall decrease in sales for the category.

“Video” sales increased by 14.9 billion yen, or 1.9 percent, to 806.4 billion yen. Sales of digital format home-use video cameras, digital still cameras and DVD-Video players increased in most geographic areas as a result of the positive impact of the depreciation of the yen and increased demand. Worldwide shipments of digital home-use video cameras decreased slightly by approximately 100,000 units to approximately 5,400,000 units. Worldwide shipments of digital still cameras increased by approximately 800,000 units to approximately 3,400,000 units. However, in the intensely competitive Japanese market, sales of digital home-use video cameras and DVD-Video players decreased. In addition, sales of analog format home-use video cameras and home-use VHS video decks decreased in most geographic areas as a result of lower demand and declining prices.

“Televisions” sales increased by 44.244.8 billion yen, or 6.35.6 percent, to 747.9842.4 billion yen. The increase was primarily due to higher sales of large-screen projection televisions in the U.S. and China. Sales of set-top-boxesset-top boxes also increased due to increased sales in the U.S., brought on by the introduction of digital cable-TV set-top-boxes,set-top boxes, partially offset by a decrease in sales in Japan where, in the previous fiscal year, the merger of two satellite broadcasting companies had created a temporary increase in demand. On the other hand, sales of televisions (mainly comprised of CRT televisions)televisions decreased slightly as a result of a large decline in sales in Japan, despite an increase in sales of televisions (mainly comprised of CRT televisions)televisions in Europe and the U.S. due to the positive impact of the depreciation of the yen. Worldwide shipments of CRT televisions decreased by approximately 130,000 units to approximately 10,000,000 units.

“Information and communications”Communications” sales decreased by 95.193.2 billion yen, or 7.27.4 percent, to 1,227.71,167.3 billion yen. Sales of mobile phones, with their primary market in Japan and Europe, decreased as a result of quality issues that arose in Japan in the first half of the fiscal year, as well as due to the fact that sales of all mobile phone handsets were recorded in the “Other” category from the second half of the fiscal year as a result of their becoming consignment sales to SEMC. Sales of CRT-basedCRT computer displays decreased significantly in the primary markets of Europe and the U.S. due to deterioration of the PC market. In addition sales of broadcastbroadcast- and professional useprofessional-use products in the U.S. decreased due to a weakened broadcasting industry. Partially offsetting the decline in sales of the category was an increase in sales in the U.S. of desktop PCs. Worldwide shipments of PCs (desktop and notebook) increased by approximately 1,000,000 units to approximately 3,500,000 units. Sales of personal digital assistants.assistants also increased.

“Semiconductors” sales decreased by 55.4 billion yen, or 23.3 percent, to 182.3 billion yen. The decrease was due to significant decreases in sales of LSI (Large Scale Integration) for AV devices in Japan and significant decreases in sales of memory chips in Europe and the U.S. The drop in sales reflected a drop in demand across all electronics products including AV devices and PC related devices that waswere due to the weakening of the global information and communications industry.

“Components” sales decreased by 40.143.9 billion yen, or 6.57.7 percent, to 572.5525.6 billion yen. The decrease was due to significant decreases in sales of CD-R/RW drives and CRTs for computer displays in Asia, the primary base for PC manufacturers. On the other hand, sales of Memory Stick increased in most areas, especially in the U.S., reflecting the increase in the variety of products that are compatible with the Memory Stick format, such as strong selling digital still cameras. Worldwide shipments of memory stick increased by approximately 4,000,000 units to approximately 11,000,000 units.

“Other” sales decreased by 66.068.2 billion yen, or 11.512.0 percent, to 508.9501.1 billion yen. The decrease was due to a large decline in the sales of Aiwa products in almost all geographic areas because of a slowdown in the market and a drop in the competitiveness of the company’s mainstay: audio products.

Cost of sales in the Electronics segment increased primarilyby 18.4 billion yen, or 0.4 percent to 4,237.7 billion yen compared with the previous fiscal year. This increase was due to the effect of the depreciation of the yen on manufacturing-related expenses such as raw materials. Partially offsetting the increase in cost of sales

materials costs, which was partially offset by a decrease in personnel and other expenses included in the cost of sales. Research and development expenses were 383.4 billion yen, almost flat year on year. The ratio of cost of sales to sales increased from 77.6 percent to 80.5 percent.

Selling, general and administrative expenses increased by 65.6 billion yen, or 6.7 percent, to 1,049.7 billion yen as losses on the sale, disposal and impairment of long-lived assets, net and personnel expenses, including severance relatedseverance-related expenses, both increased. These increases resulted from the consolidation of manufacturing facilities and the reduction in personnel that took place in accordance with the implementation of restructuring efforts. Also contributing to the increase in selling, general and administrative expenses was an increase in after-sales service expenses caused by a recall of products for quality reasons in the mobile phone business during the first half of the fiscal year. Partially offsetting the increase in selling, general and administrative expenses was a decrease in advertising expenses due to a reevaluation of the effectiveness of these expenses. As a result of the decrease in sales, the ratio of cost of sales to sales and the ratio of selling, general and

administrative expenses to sales increased. increased from 18.0 percent to 19.9 percent.

Regarding profit performance by product category, compared withto the previous fiscal year, operating income decreased due to the decrease in sales, partially offset by the positive impact of the yen’s depreciation. Specifically, operating income decreased in semiconductors due to the market slowdown;slowdown, in mobile phones because of the quality issues that arose in the first half of the fiscal year;year, in CRT-basedCRT computer displays due to declining demand and an impairment charge for manufacturing facilities in response to the declining demand trend;this decline, and in notebook PCs due to an increase in key component prices at a time when end-user prices fell. Operating income from OEM products, including PC peripherals, also decreased due to strategic decisions to reduce the scale of OEM production. Operating losses in the fiscal year were recorded in the mobile phone business, for the reasons mentioned above, and in the set-top box business, which was unable to generate sufficient sales to cover development costs. Product categories that recordedcosts, and at Aiwa, a consolidated subsidiary; where the 38 billion yen operating loss included 25.5 billion yen in restructuring expenses. Excluding Aiwa, restructuring expenses of approximately 61.4 billion yen were recorded.

Partially offsetting the decrease in profitability was the impact of the depreciation of the yen and gains due to the increased sales of AV products. The largest gains in operating income were recorded by digital home-use video cameras, projection televisions, digital still cameras and portable audio products.

During

Manufacturing by Geographic Area

Regarding the year, regarding the geographicalgeographic breakdown of Sony’s total annual production volume (excluding Aiwa, which represented less than 5 percent of sales in the Electronics segment (including Aiwa and the assembly of PlayStation 2 for the Game segment), slightly and the final destination of such production, less than 50 percent of total production was in Japan. Less than 50 percent of such production was destined for other regions. More than 15 percent was produced in Asia, here excluding Japan and China, 75 percent of which was destined for Japan, the U.S. and Europe. China accounted for more than 2510 percent of total production, most of which was indestined for Asia, (countries other than Japan),Japan, and approximatelythe U.S. Approximately 25 percent was in the Americas and Europe combined.combined, most of which was sold in the area where it was produced. By cutting back on excess production capacity to meet changes in market conditions, Sony is working to improve its break-even point through a reduction in fixed costs. During the fiscal year, Sony continued to realign its manufacturing facilities. In Europe, Sony sold subsidiaries in Italy

Comparison of Results on a Local Currency Basis and France, which manufactured magnetic storage media. In the U.S., Sony streamlinedResults on a production line used to manufacture CRTs for computer displays. In Japan, Sony consolidated two manufacturing sites that manufacture audio devices. In Mexico, Sony consolidated two manufacturing sites that manufacture televisions, computer displays and other home AV products.

Yen Basis

Results in the Electronics segment were positively impacted by the yen’s depreciation againstappreciation of the U.S. dollar and the euro.euro against the yen. On a local currency basis, sales for the fiscal year ended March 31, 2002 decreased approximately 10 percent compared with the previous fiscal year and an operating loss was recorded where operating income had been recorded in the previous fiscal year. This was due

Due to the appreciation of the U.S. dollar against the yen, year on year increases in U.S. product sales were generally larger, and decreases generally smaller, when stated in yen than when stated in U.S. dollars. Regarding

significant differences between results on a deterioration of market conditions, intensified price competition,yen basis and results on a significantU.S. dollar basis, CRT televisions, desktop PCs, digital still cameras, home-use video cameras, recording media, projectors and DVD-Video players recorded an increase in sales on a yen basis but a decrease in sales on a U.S. dollar basis.

Likewise, sales in Europe were positively affected by the currency fluctuation. Year on year increases in product sales of almost all products with the exception of desktop PCsin Europe were generally larger, and digital personal assistants. The declinedecreases generally smaller, when stated in operating performanceyen than when stated in local currency. Regarding significant differences between results on a yen basis and results on a local currency basis, sales of CRT televisions, portable audio, DVD-Video players and recording media increased on a yen basis but showed a decrease on a local currency basis. Sales of home-use video cameras, CD-R/RW drives and batteries were flat on a yen basis although all decreased on a local currency basis.

The net effect of currency fluctuations on sales from Other Areas was also due to the recording of restructuring expensesthat sales increases were generally larger, and decreases smaller, when stated in yen than when stated in a loss in our mobile phone business, as well aslocal currency. Regarding significant differences between results on a significant deterioration of profitability caused by weak performance at Aiwa. Regarding sales by areayen basis and results on a local currency basis, in Japan, sales of mobile phones, semiconductors, audio products asCRT televisions and recording media increased on a whole, televisions, home-use video cameras, and optical pickupsyen basis but decreased while sales of digital still cameras increased. In the U.S., sales of PC displays decreased significantly and sales of audio products ason a whole, broadcast and professional use products, televisions, home-use video cameras, notebook PCs, semiconductors, and home-use telephones decreased, although sales of desktop PCs increased significantly. In Europe, sales of mobile phones, PC displays, home-use audio, notebook PCs, broadcast and professional use products, and analog format home-use video cameras decreased. In other areas, sales of digital format home-use video cameras increased, primarily in Asia and the Middle East, and sales of PCs increased in South America, while sales of CD-R/RW drives, semiconductors, and CRTs for computer displays decreased mainly in Asia. Sales at Aiwa decreased significantly in almost all geographic areas.

local currency basis.

Game

Sales for the fiscal year ended March 31, 2002 increased by 342.8 billion yen, or 51.9 percent, to 1,003.7 billion yen compared with the previous fiscal year. Regarding profit performance, compared with an operating loss of 51.1 billion yen recorded in the previous fiscal year, operating income of 82.9 billion yen was recorded.

Regarding sales by area, in Japan PS one hardware unit sales decreased significantly and software sales decreased slightly, but sales of PlayStation 2 hardware units continued to increase. As a result, overall sales in Japan increased slightly. In the U.S. and Europe, PlayStation 2 hardware unit sales increased significantly and software sales increased. As a result, overall sales in both the U.S. and Europe almost doubled; in these regions, the depreciation of the yen had a positive impact on sales.

Total worldwide production shipments of hardware and software were as follows:
   
Year ended March 31

    
Cumulative as of March 31,
2002

   
2001

  
2002

    
   
(million units)
Total Production Shipments of Hardware           
PlayStation + PS one  9.31  7.40    89.63
PlayStation 2  9.20  18.07    28.68
Total Production Shipments of Software*           
PlayStation  135.00  91.00    856.00
PlayStation 2  35.40  121.80    160.10

*Including those both from Sony and third parties under Sony licenses.
In terms of total software unit sales, PlayStation 2 titles represented 57 percent for the fiscal year ended March 31, 2002, an increase from 21 percent recorded for the previous year.
In terms of profitability, operating income was recorded compared with an operating loss in the previous year. This was due to an improvement in profitability of the hardware business as a result of reductions in the cost of producing PlayStation 2 hardware and the positive impact of the yen’s depreciation, as well as an increase in profitability of the software business brought on by an increase in unit sales. Although cost of sales in the Game segment increased due to an increase in manufacturing-related expenses in accordance with increased unit sales of PlayStation 2 hardware, the ratio of cost of sales to sales significantly decreased compared with the previous year due to a significant increase in sales and a reduction in the cost of each PlayStation 2 hardware unit. Similarly, although selling, general and administrative expenses increased primarily due to advertising and marketing expenses in conjunction with the expansion of business, the ratio of selling, general and administrative expenses to sales decreased compared with the previous year because of a significant increase in sales.

Sales in the Game segment were positively impacted by the yen’s depreciation against the U.S. dollar and the euro. On a local currency basis, sales for the fiscal year ended March 31, 2002 increased approximately 40 percent and operating profitincome was recorded compared with an operating loss in the previous fiscal year.

Regarding sales by geographical area, in Japan PS one hardware unit sales decreased significantly and software sales decreased slightly, but sales of PlayStation 2 hardware units continued to increase, in part, due to a strategic price reduction. As a result, overall sales in Japan increased slightly. In the U.S. and Europe, PlayStation 2 hardware unit sales increased significantly and software sales increased, in accordance with an expansion of the game industry. As a result, overall sales in both the U.S. and Europe almost doubled; in these regions, the depreciation of the yen had a positive impact on sales. Also, price reductions of PlayStation 2 hardware contributed to the increase in unit sales of PlayStation 2 hardware in Europe.

Total worldwide production shipments of hardware and software were as follows:

   Year ended March 31

  Cumulative as
of March 31,
2002


   2001

  2002

  
   (million units)

Total Production Shipments of Hardware

         

PlayStation + PS one

  9.31  7.40  89.63

PlayStation 2

  9.20  18.07  28.68

Total Production Shipments of Software*

         

PlayStation

  135.00  91.00  856.00

PlayStation 2

  35.40  121.80  160.10

*Including those both from Sony and third parties under Sony licenses.

In terms of total software unit sales, PlayStation 2 titles represented 57 percent of software unit sales for the fiscal year ended March 31, 2002, an increase from 21 percent of software unit sales recorded in the previous fiscal year.

In terms of profitability, operating income was recorded compared with an operating loss in the previous fiscal year. This was due to an improvement in profitability of the hardware business as a result of reductions in the cost of producing PlayStation 2 hardware and the positive impact of the yen’s depreciation. The improvement in operating performance was also due to an increase in profitability of the software business brought on by an increase in unit sales. Although cost of sales in the Game segment increased due to an increase in manufacturing-related expenses following increased unit sales of PlayStation 2 hardware, the ratio of cost of sales to sales significantly decreased compared with the previous fiscal year due to a significant increase in sales and a reduction in the cost of each PlayStation 2 hardware unit. Similarly, although selling, general and administrative expenses increased primarily due to advertising and promotion expenses in conjunction with the expansion of business, the ratio of selling, general and administrative expenses to sales decreased compared with the previous fiscal year because of a significant increase in sales.

Music

Sales for the fiscal year ended March 31, 2002 increased by 30.7 billion yen, or 5.0 percent, to 642.8 billion yen compared with the previous fiscal year. Operating income decreased by 0.3 billion yen, or 1.6 percent, to 20.2 billion yen and the operating income margin decreased from 3.3 percent to 3.1 percent.

On a local currency basis, both sales and operating income in the Music segment for the fiscal year decreased approximately 3 percent compared with the previous fiscal year.

Regarding the results of Sony Music Entertainment Inc. (“SMEI”), the U.S. based operation, The change from a 5.0 percent increase in sales on a U.S.yen basis to a 3 percent decrease in sales on a local currency basis was due to the favorable impact of the 11.7 percent depreciation of the yen against U.S dollar basis salescompared with the previous fiscal year.

Sales at SMEI decreased approximately 4 percent while operating income decreased approximately 20 percent.percent on a U.S. dollar basis. The decrease in sales was due to the contraction trend of the global music industry, an increase inmarket. This contraction trend has been caused by slow economic growth, the saturation of the CD market, the effects of digital piracy and the negative impactother illegal duplication, parallel imports, pricing pressures and a diversification of the September 11th terrorist attacks in the U.S.customer preferences brought on by increased competition from other entertainment sectors. The decrease in operating income was due to, in descending order of financial impact, a 68 million U.S. dollar, or 8.6 billion yen, charge for restructuring activities (refer to “Restructuring” for details), a decrease in gross profit brought on by the decrease in sales caused by these same factors as well as costs incurred for restructuring activities (68 million U.S. dollars), the rationalization of digital media initiatives and portfolio investments, and the settlementrecording of a reserve for certain significant industry-wide litigation. During the year, SMEI continued to pursue aggressively worldwide restructuring and cost reduction initiatives, the benefit of which helped offsetPartially offsetting the decline in profitability. As a resultprofitability, in descending order of these efforts, SMEI reduced its workforce by 6.3 percent. In addition,financial impact, were an increase in disc manufacturing profitability, increased andwhich accounted for a significant portion of segment profitability, the benefits of restructuring in the form of headcount reductions and a decrease in advertising and promotion expenses. SMEI’s disc manufacturing profitability increased as SMEI benefited froma result of increased demand for home entertainment and PlayStation DVDs, which are manufactured in the Music segment and are then sold to the Pictures and Game segments (which then sell the DVDs to consumers), and as a result of lower DVD material costs. The

ratio of selling, general and administrative expenses to sales for the fiscal year at SMEI was almost flat compared with the previous fiscal year.

Regarding the results of the Music segment in Japan, comprised of Sony Music Entertainment (Japan) Inc. (“SMEJ”) and its subsidiaries, sales increased 2 percent and operating income increased 18 percent. Despite the negative impact of the contraction of the global music industry,market, profitability improved due to, in descending order of financial impact, the positive impact of best selling albums, a reduction of selling, general and administrative expenses (particularly advertising expenses) and a gain of 2.5 billion yen on the sale of a studio facility, which was replaced by a new studio facility.

On a yen basis, 69 percent of the Music segment’s sales were generated by SMEI while 31 percent were generated by SMEJ.

Pictures

Sales for the fiscal year ended March 31, 2002 increased by 80.6 billion yen, or 14.5 percent, to 635.8 billion yen compared with the previous fiscal year. Operating income increased by 27.0 billion yen, or 624.6

percent, to 31.3 billion yen and the operating income margin increased from 0.8 percent to 4.9 percent. The results in the Pictures segment consist of the results of Sony Pictures Entertainment, a U.S. based operation.

SPE.

On a U.S. dollar basis, sales for the fiscal year in the Pictures segment increased approximately 2 percent and operating income increased more than tenfold compared with the previous fiscal year. The increase in sales was due toresulted from strong home entertainment sales, primarily DVD software sales, of films released in the previous fiscal year, resulting in an increase of 225 million U.S. dollars, and the strong box officetheatrical and home entertainment performance of releases such asAmerica’s Sweethearts,A Knight’s Tale,,America’s Sweethearts, andBlack Hawk Down, strong DVD software salesresulting in an increase of films released in the previous fiscal year, and the continued success of game shows.308 million U.S. dollars. However, the sales increase was partially offset by a decrease in the number of network television series episodes distributed, and lower advertising sales.resulting in a decrease of 91 million U.S. dollars. Regarding profit performance, operating income was favorably impacted by an increase of 82 million U.S. dollars due to the stronger performance of current year releases compared with the previous fiscal year despite losses on two major films released during the fiscal year,Ali andRiding in Cars With Boys,, operating income was favorably impacted by and an 80 million U.S. dollar insurance recovery for poor performance of certain films released in previous fiscal years. Other factors having a strongerpositive impact on profit performance from the film slate, compared with that of the previous year,were strong sales of DVD software in the worldwide home entertainment market and an insurance recovery fora decrease in losses on previous years’ released films. In addition, lower deficits on network television shows due to the consolidation of U.S. television operations had a positive impact on profit performance.operations. Partially offsetting the increase in operating income, in descending order of financial impact, was a one-time restructuring charge of 67 million U.S. dollars, or 8.5 billion yen, recorded in connection with the consolidation of U.S. television operations (refer to “Restructuring”), a provision of 40 million U.S. dollars with respect to incomepreviously recorded revenue from aKirchMedia, an insolvent licensee in Germany of SPE’s feature film and television product, and related adjustments to ultimate film income and a weak advertising sales market.

Financial Services

Financial servicesServices revenue for the fiscal year ended March 31, 2002 increased by 33.4 billion yen, or 7.0 percent, to 512.2 billion yen compared with the previous fiscal year. Operating income increased by 4.7 billion yen, or 27.0 percent, to 22.1 billion yen and the operating income margin increased from 3.6 percent to 4.3 percent.

Regarding the results of Sony Life Insurance Co., Ltd. (“Sony Life”), both revenue and profit increasedpercent compared with the previous fiscal year.

At Sony Life, revenue increased by 27.2 billion yen, or 6.5 percent, to 447.2 billion yen and operating income increased by 3.2 billion yen, or 13.0 percent, to 27.8 billion yen compared with the previous fiscal year*. Insurance revenue increased as insurance-in-force from individual life insurance products increased. Regarding profit performance,increased due to the maintenance of a lower rate of contract cancellations than the industry average, despite a decrease in newly acquired insurance-in-force brought about by a decrease in disposable family incomes due to continued weak economic conditions. On the other hand, Sony Life’s revenue gains were partially offset by deterioration in valuation gains and losses from investments in the general account due to the negative impact of aan 8.4 billion yen impairment loss on Argentine bonds held in Sony Life’s investment portfolio, profitportfolio. Operating income increased because of the significant increase in insurance revenue, that accompanieddespite the increasedeterioration of valuation gains and losses from investments in insurance-in-force from individual life insurance products mentioned above.

Regarding the results ofgeneral account.

At Sony Assurance, Inc. (“Sony Assurance”), revenue increased due to a netan increase in newly acquired automobile insurance-in-force reflecting greater customer awareness of the benefit of flexible insurance policies which take into account mileage driven, and the maintenance of a high ratio of renewed contracts during the fiscal year. Regarding profit performance, aalthough an operating loss, was recorded, as was also recorded in the previous two fiscal years, continued to be recorded in the fiscal year because Sony Assurance was unable to generate sufficient insurance revenue to cover expenses such as payments for insurance benefits, advertising expenses and personnel expenses. However, totalended March 31, 2002, losses decreased because the insurance revenue mentioned above increased.

Regarding Losses continued to be recorded in the resultsfiscal year ended March 31, 2002, because investments in advertising and computer systems necessary to develop new products and establish customer claim service centers, which are essential to the expansion of Sony Finance International, Inc., a leasing and credit financingAssurance’s business, subsidiary in Japan,put pressure on profitability.

At Sony Finance, revenue decreased slightly because there was aan one-time revenue benefit from the receipt of a lease cancellation fee in the previous fiscal year. In terms of profitability, operating income was recorded compared with an operating loss in the previous fiscal year due to revaluation losses from interest rate swaps in the previous fiscal year.

Sony Bank, Inc., which started business onin June 2001, recorded a loss primarily due to start-up expenses.


*The revenue and operating income at Sony Life reported here are calculated on a U.S. GAAP basis. Therefore, they differ from the results that Sony Life discloses on a Japanese statutory basis.

Condensed Statements of Income Separating Out the Financial Services Segment Financial Statements(Unaudited)

The results of the Financial Services segment are included in Sony’s consolidated financial statements.

The following schedule shows unaudited condensed financial statements of income for the Financial Services segment and all other segments excluding Financial Services as well as condensed consolidated financial statements. These presentations arestatements of income. This presentation is 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, such as Electronics, Game, Music and Pictures, Sony believes that a comparative presentation may be useful in understanding and analyzing Sony’s consolidated financial statements. Transactions between the Financial Services segment and all other segments excluding Financial Services are eliminated in the consolidated figures shown below.

Condensed Balance Sheets (Unaudited)
   
Financial Services

  
All other businesses excluding Financial Services

  
Consolidated

   
Year ended
March 31

  
Year ended
March 31

  
Year ended
March 31

   
2001

  
2002

  
2001

  
2002

  
2001

  
2002

   
(Yen in millions)
Assets                  
Cash and cash equivalents  307,245  327,262  300,000  356,538  607,245  683,800
Marketable securities  77,905  157,363  12,189  4,784  90,094  162,147
Other current assets  146,967  142,051  2,716,845  2,412,799  2,780,135  2,491,265
Investments and advances  1,104,739  1,388,556  405,312  420,226  1,388,988  1,697,807
Investments in Financial Services, at cost  —    —    160,189  170,189  —    —  
Deferred insurance acquisition costs  270,022  308,204  —    —    270,022  308,204
Other long-lived assets  167,356  172,616  2,567,381  2,702,352  2,691,482  2,842,572
   
  
  
  
  
  
   2,074,234  2,496,052  6,161,916  6,066,888  7,827,966  8,185,795
   
  
  
  
  
  
Liabilities and stockholders’ equity                  
Deposits from customers in the banking business  —    106,472  —    —    —    106,472
Future insurance policy benefits and other  1,366,013  1,680,418  —    —    1,366,013  1,680,418
Other liabilities and minority interest in consolidated subsidiaries  404,019  390,976  3,987,328  3,834,544  4,146,500  4,028,495
   
  
  
  
  
  
Liabilities and minority interest in consolidated subsidiaries  1,770,032  2,177,866  3,987,328  3,834,544  5,512,513  5,815,385
   
  
  
  
  
  
Stockholders’ equity  304,202  318,186  2,174,588  2,232,344  2,315,453  2,370,410
   
  
  
  
  
  
   2,074,234  2,496,052  6,161,916  6,066,888  7,827,966  8,185,795
   
  
  
  
  
  

Condensed Statements of Income (Unaudited)
   
Financial Services

   
All other businesses excluding Financial Services

   
Consolidated

 
   
Year ended March 31

   
Year ended
March 31

   
Year ended
March 31

 
   
2001

  
2002

   
2001

   
2002

   
2001

   
2002

 
   
(Yen in millions)
 
Financial services revenue  478,824  512,245   —     —     447,147   483,313 
Net sales and operating revenue  —    —     6,878,234   7,102,369   6,867,677   7,094,945 
   
  

  

  

  

  

   478,824  512,245   6,878,234   7,102,369   7,314,824   7,578,258 
   
  

  

  

  

  

Financial services expenses and operating expenses  461,392  490,111   6,666,441   6,989,446   7,089,478   7,443,627 
   
  

  

  

  

  

Operating income  17,432  22,134   211,793   112,923   225,346   134,631 
   
  

  

  

  

  

Non-operating income (expenses), net  1,148  (1,861)  35,572   (40,421)  40,522   (41,856)
   
  

  

  

  

  

Income before income taxes  18,580  20,273   247,365   72,502   265,868   92,775 
   
  

  

  

  

  

Income taxes and other  9,423  11,477   135,190   72,785   144,641   83,443 
Cumulative effect of accounting changes  —    4,305   (104,473)  1,673   (104,473)  5,978 
   
  

  

  

  

  

Net income  9,157  13,101   7,702   1,390   16,754   15,310 
   
  

  

  

  

  

Condensed Statements of Cash Flows (Unaudited)
   
Financial Services

   
All other businesses excluding Financial Services

   
Consolidated

 
   
Year ended
March 31

   
Year ended
March 31

   
Year ended
March 31

 
   
2001

   
2002

   
2001

   
2002

   
2001

   
2002

 
   
(Yen in millions)
 
Net cash provided by operating activities  283,922   301,625   260,897   436,059   544,767   737,596 
   

  

  

  

  

  

Net cash used in investing activities  (291,114)  (401,866)  (525,334)  (368,951)  (719,048)  (767,117)
   

  

  

  

  

  

Net cash provided by (used in) financing activities  86,324   120,255   145,466   (31,603)  134,442   85,040 
   

  

  

  

  

  

Effect of exchange rate changes on                        
cash and cash equivalents  3   3   21,017   21,033   21,020   21,036 
   

  

  

  

  

  

Net increase (decrease) in cash and cash equivalents  79,135   20,017   (97,954)  56,538   (18,819)  76,555 
Cash and cash equivalents at beginning of year  228,110   307,245   397,954   300,000   626,064   607,245 
   

  

  

  

  

  

Cash and cash equivalents at end of year  307,245   327,262   300,000   356,538   607,245   683,800 
   

  

  

  

  

  

   Financial Services

  

All other segments
excluding Financial

Services


  Consolidated

 

Year ended March 31


  2001

  2002

  2001

  2002

  2001

  2002

 
   (Yen in millions) 

Financial Services revenue

  478,824  512,245  —    —    447,147  483,313 

Net sales and operating revenue

  —    —    6,878,234  7,102,369  6,867,677  7,094,945 
   
  

 

 

 

 

   478,824  512,245  6,878,234  7,102,369  7,314,824  7,578,258 
   
  

 

 

 

 

Costs and expenses

  461,392  490,111  6,666,441  6,989,446  7,089,478  7,443,627 
   
  

 

 

 

 

Operating income

  17,432  22,134  211,793  112,923  225,346  134,631 
   
  

 

 

 

 

Other income (expenses), net

  1,148  (1,861) 35,572  (40,421) 40,522  (41,856)
   
  

 

 

 

 

Income before income taxes

  18,580  20,273  247,365  72,502  265,868  92,775 
   
  

 

 

 

 

Income taxes and other

  9,423  11,477  135,190  72,785  144,641  83,443 

Cumulative effect of accounting changes

  —    4,305  (104,473) 1,673  (104,473) 5,978 
   
  

 

 

 

 

Net income

  9,157  13,101  7,702  1,390  16,754  15,310 
   
  

 

 

 

 

Other

During

Reflecting the realignment of the business segment configuration, results for the fiscal year ended March 31, 2001 and 2002 have been reclassified to conform to the presentation for the fiscal year ended March 31, 2003. Presentation of the Other segment included Sony Communication Network Corporation (“SCN”),below is mainly composed of the NACS-related businesses, established in April 2002 (NACS-related businesses include SCN, an Internet relatedInternet-related service business subsidiary operating mainly in Japan, an in-house oriented information system service business and an IC card business), an advertising agency business in Japan, and location-based entertainment businesses in Japan and the U.S., which primarily consist of the management of real estate complexes that consist of both retail operations and an advertising agencyattraction-based entertainment. The operations for the location-based entertainment business in Japan.

Japan were shut down in July 2002.

Sales for the fiscal year ended March 31, 2002 decreased by 10.03.0 billion yen, or 6.41.5 percent, to 146.4203.8 billion yen, compared with the previous fiscal year. Approximately 4045 percent of sales in the Other segment reflected intersegment transactions during the fiscal year. Operating losses for the segment decreasedincreased from 9.413.7 billion yen to 8.616.6 billion yen.

During the fiscal year, sales for the segment decreased primarily due to a decrease in sales of the advertising agency business in Japan, reflecting a reduction in advertising spending by clients due to weak economic conditions. Regarding profit performance, losses were recorded mainly at NACS-related businesses and the

location-based entertainment businesses in Japan and the U.S. In comparison with the previous fiscal year, segment losses decreasedincreased primarily due to an increase in operating losses at NACS-related businesses despite a significant decrease in operating losses in the location-based entertainment business in Japan, which recorded a devaluation of assets for an entertainment facility in the previous fiscal year. Despite the fact thatThe losses at NACS-related businesses included an operating loss was recorded at SCN, compared with an operating profitincome in the previous fiscal year, mainly due to a significant drop in Internet connection rates charged to customers, the operating loss for the segment decreased.

customers.

Other Income and Expenses

In the consolidated results for the fiscal year ended March 31, 2002, other income decreased by 71.3 billion yen, or 42.5 percent, to 96.3 billion yen, while other expenses increased by 11.1 billion yen, or 8.7 percent, to 138.2 billion yen, compared with the previous fiscal year.

The decrease in other income was primarily due to the fact that one-time gains on sales of securities investments and other, net, gains on issuance of stock by equity investees, and gains from the contribution of certain marketable investment securities to employee retirement benefit trusts were recorded in the previous fiscal year. These gains were minimal in the fiscal year ended March 31, 2002. Regarding gains on sales of securities investments and other, net, the 41.7 billion yen recorded in the previous fiscal year decreased to 1.4 billion yen; in the previous fiscal year gains were recorded from the sale to Liberty Digital of 50 percent of the equity of the Game Show Network, a subsidiary in the U.S. that provides television programming services exclusively dedicated to interactive game playing and pre-recorded game shows; the sale of a small portion of the equity of a subsidiary engaged in operation of a television channel in India; and the sale of a subsidiary engaged in the in-flight entertainment business in the U.S. Regarding gains on the issuance of stock by equity investees, the 18.0 billion yen recorded in the previous fiscal year decreased to 0.5 billion yen; inyen. In the previous fiscal year gains were recorded primarily from public offerings by Crosswave Communications Inc., which provides high-capacity/high-speed network services in Japan; Monex, Inc., which provides on-line security trading services in Japan; and SKY Perfect Communications Inc., which provides satellite broadcasting services in Japan (refer to Note 2119 of Notes to Consolidated Financial Statements). Moreover, other income during the previous fiscal year included 11.1 billion yen recorded for gains from the contribution of marketable investment securities held by Sony Corporation and its subsidiaries to employee retirement benefit trusts. Interest and dividends decreased from 18.52.5 billion, yen in the previous fiscal yearor 13.6 percent, to 16.0 billion yen, primarily due to a decrease in interest receivedearned at subsidiaries inside and outside Japan.

Japan, compared with the previous fiscal year.

The increase in other expenses was primarily due to an increase in foreign exchange loss, net and an increase in write downs of security investments. Foreign exchange loss, net increased to 31.7 billion yen compared with the 15.7 billion yen recorded in the previous fiscal year primarily due to losses on foreign exchange forward contracts entered into to hedge the foreign currency risk associated with receivables generated from sales originating from Japan. The losses on foreign exchange contracts resulted from the rapid depreciation of the yen sincefrom December 2001.2001 to March 2002. Losses on the devaluation of investments increased by 14.2 billion yen, or 336.4 percent, to 18.5 billion yen. These losses primarily related to securities issued by companies in the U.S. with which Sony has strategic relationships for the purpose of developing and marketing new technologies. Such companies included Candescent Technologies Corporation, a developer of flat-screen technology, Trimedia Technologies Inc., a developer of microprocessor technologies, and Zing Network Inc., an online photo portal. Interest expense decreased from 43.06.6 billion yen, in the previous yearor 15.3 percent, to 36.4 billion yen due to a refinancing of long-term debt at lower interest rates and a decrease in U.S. dollar interest rates on short-term debt. As a result, the balance of interest and dividend income, less interest expense, decreased from 24.5 billion yen of net interest expense in the previous fiscal year to 20.4 billion yen of net interest expense.

Income before Income Taxes

Income before income taxes for the fiscal year ended March 31, 2002 decreased by 173.1 billion yen or 65.1 percent, to 92.8 billion yen compared with the previous fiscal year.

The year on year decrease in income before

income taxes was caused by, in descending order of financial impact, the decrease in operating income, the decrease in gains on sales of securities investments and other, net, the increased foreign exchange loss, and the decrease in gains recorded on the issuance of stock by equity investees.

Income Taxes

Income taxes for the fiscal year ended March 31, 2002 decreased by 50.3 billion yen, or 43.6 percent, to 65.2 billion yen, and the ratio of income taxes to income before income taxes (the effective tax rate) increased from 43.5 percent to 70.3 percent. This was due to an expansion ofincrease in losses at subsidiaries such as Aiwa Co., Ltd. (“Aiwa”) and certain consolidated subsidiaries in the U.S. that arewere not expected to be able to utilize their loss carryforwards for tax purposes within the period set aside for those carryforwards. Partially offsetting the increase in effective tax rate was a reduction in taxes, due to a decrease in deferred tax liabilities on undistributed earnings of foreign subsidiaries. (Refer to“Critical Accounting Policies”).

Deferred tax assets are recognized on operating loss carryforwards for tax purposes since these losses may reduce future taxable income. However, a valuation reserve is established against those deferred tax assets that

are not expected to be realized because sufficient taxable income is not expected to be generated before those loss carryforwards expire. Sony has recognized a valuation reserve for deferred tax assets primarily relating to operating loss carryforwards of consolidated subsidiaries in the U.S. as well as Aiwa.
Results of Affiliated Companies Accounted for under the Equity Method
During the fiscal year ended March 31, 2002, equity affiliates included i) in the Electronics segment – Sony Ericsson Mobile Communications (“SEMC”), a joint venture focused on mobile phone handsets, which began operations in October 2001, S.T. Liquid Crystal Display Corp. (“ST-LCD”), an LCD joint venture in Japan, Crosswave Communications Inc. (“CWC”), a provider of high-capacity/high-speed network services in Japan, and American Video Glass Company (“AVGC”), a joint venture which produces CRT glass material in the U.S., ii) in the Music segment—The Columbia House Company (“CHC”), a direct marketer of music and videos, iii) in the Pictures segment—Telemundo Communications Group, Inc. and affiliates (“Telemundo”), a U.S. based Spanish language television network and station group.
During the fiscal year, equity in net losses of affiliated companies decreased from 44.5 billion yen in the previous fiscal year to 34.5 billion yen. The principal contributor to equity in net losses of affiliated companies in the previous fiscal year was Loews Cineplex Entertainment Corporation (“Loews”), a theatrical exhibition company, which caused Sony to record a 25.0 billion yen loss, including a 17.0 billion yen impairment loss, for the entire carrying value of its investment in Loews. Since the impairment, no additional equity losses were recorded. In March 2002, Loews completed its reorganization in the U.S. under Chapter 11 of the U.S. Bankruptcy Code, and in Canada under the Companies-Creditors Agreement Act. As a result, Sony is no longer a shareholder in Loews. The principal contributors to equity in net losses of affiliated companies in the fiscal year ended March 31, 2002 were SEMC, which accounted for 7.4 billion yen in losses to Sony, CHC, AVGC, Telemundo, CWC and ST-LCD.
In April 2002, U.S. based Sony Pictures Entertainment and other non-Sony investors completed the sale of Telemundo to NBC, a media company owned by the General Electric Company. This sale resulted in cash proceeds to Sony of 679 million U.S. dollars and a gain of approximately 500 million U.S. dollars.
In addition, in May 2002, U.S. based Sony Music Entertainment Inc. and AOL Time Warner Inc.’s Warner Music Group, which jointly own CHC, agreed to sell most of each interest in CHC to Blackstone Capital Partners III LP, an affiliate of The Blackstone Group, an investment bank. The sale is expected to take place by June 2002, subject to conditions including regulatory approval in the U.S. Peter G. Peterson, Chairman of The Blackstone Group, served on the Board of Directors of Sony from June 1991 to June 2002.
Minority Interest in Income (Loss) of Consolidated Subsidiaries
In the fiscal year ended March 31, 2002, minority interest in loss of consolidated subsidiaries, which is deducted from income before income taxes, increased by 0.9 billion yen, or 5.8 percent, to 16.2 billion yen compared with previous year. This deduction increased net income by the same amount. The minority interest in loss of consolidated subsidiaries for the fiscal year resulted from a net loss at Aiwa Co., Ltd., a subsidiary of Sony Corporation.
Income before Cumulative Effect of Accounting Changes
Income before cumulative effect of accounting changes for the fiscal year ended March 31, 2002 decreased by 111.9 billion yen, or 92.3 percent, to 9.3 billion yen compared with the previous year, due to the factors discussed above. As a percentage of sales, income before cumulative effect of accounting changes decreased from 1.6 percent to 0.1 percent.
Net Income
Net income for the fiscal year ended March 31, 2002 decreased by 1.4 billion yen, or 8.6 percent, to 15.3 billion yen compared with the previous year. As a percentage of sales, net income was 0.2 percent, and the return

on stockholders’ equity (based on the average of such amounts at the end of each fiscal year and previous fiscal year) was 0.7 percent, both of which were flat compared with the previous year.
Basic net income per share was 16.7 yen compared with 18.3 yen in the previous year, and diluted net income per share was 16.7 yen compared with 19.3 yen in the previous year (refer to Note 2 and 23 of Notes to Consolidated Financial Statements).
OPERATING RESULTS
(The fiscal year ended March 31, 2001 compared with the fiscal year ended March 31, 2000)
Impact of Foreign Exchange Fluctuations and Basic Countermeasures
During the fiscal year ended March 31, 2001, the average value of the yen was 109.6 yen against the U.S. dollar, and 98.9 yen against the euro, which was 0.9 percent higher against the U.S. dollar and 15.1 percent higher against the euro, respectively, compared with the average of the previous year. Operating results on a local currency basis described in“Operating Performance” show results of sales and operating revenue (“sales”) and operating income obtained by applying the yen’s monthly average exchange rate in the previous year to monthly local currency-denominated sales, cost of sales, and selling, general and administrative expenses for the fiscal year ended March 31, 2001, as if the value of the yen had remained the same. Regarding the Music segment, Sony consolidates the yen-translated results of Sony Music Entertainment Inc. (“SMEI”—a U.S. based operation which aggregates the results of its worldwide subsidiaries on a U.S. dollar basis) and the results of Sony Music Entertainment (Japan) Inc. (“SMEJ”—a Japan based operation which aggregates the results of its operations in yen). Regarding the Pictures segment, Sony translates into yen the U.S. dollar consolidated results of Sony Pictures Entertainment (“SPE”—a U.S. based operation which has worldwide subsidiaries). Therefore, regarding the results of SMEI and SPE, analysis of operating results is on a U.S. dollar basis, so discussion of certain portions of their results is specified as being on “a U.S. dollar basis.” Results on a local currency basis and results on a U.S. dollar basis are not on the same basis as Sony’s financial statements and do not conform with Generally Accepted Accounting Principles in the U.S. (“U.S. GAAP”). In addition, Sony does not believe that these measures are a substitute for U.S. GAAP measures. However, Sony believes that local currency basis results provide additional useful information to investors regarding operating performance.
Sony’s consolidated results are subject to foreign currency fluctuations mainly derived from inter-company accounts receivable and payable associated with export and import of materials, parts and products. In the Electronics segment, this is related to products manufactured in Asia (including Japan) and shipped to the U.S. and Europe, and in the Game segment, this is related to products manufactured in Japan and shipped to the U.S. and Europe. During the fiscal year ended March 31, 2001, the total net foreign exchange Sony needed to sell as a result of such activities in major currencies was 9.2 billion U.S. dollars and 4.6 billion euro. Sony engaged in hedging activities throughout the year to reduce this risk exposure by employing foreign exchange forward contracts and foreign currency option contracts to cover this foreign exchange exposure. Furthermore, to minimize the adverse effects of foreign exchange fluctuations on its financial results, particularly in the Electronics segment, Sony seeks, when appropriate, to localize material and parts procurement, design, and manufacturing operations in areas outside of Japan.
Operating Performance
For the fiscal year ended March 31, 2001, worldwide economic conditions were generally favorable during the first half of the year in such major regions as Japan, the U.S., Europe, Asia excluding Japan (“Asia”), and Latin America, reflecting continued strong economic growth in the U.S. and Europe. However in the second half of the year, an economic slowdown was clearly seen in the U.S., where there was a rapid deceleration in the growth of personal consumption. Corresponding to this negative trend in the U.S., economies of such regions as Asia and Europe as well as Japan also showed signs of slowing down toward the end of the year. In Japan, full-

scale economic recovery was not achieved partly due to continuing concerns regarding the quality of credit portfolios in the banking sector. Under such market conditions and reflecting the impact of the translation of financial results into yen, the currency in which the financial statements are prepared, Sony’s sales for the fiscal year ended March 31, 2001 increased 9.4 percent and operating income increased 1.0 percent compared with the previous year. The favorable results for sales and operating income were primarily due to strong results in the Electronics segment despite the negative impact of the yen’s strength against the U.S. dollar and particularly the euro. The sales increase was due to higher sales in all business segments except for the Music segment. The slight increase in operating income was due to significant profit increase in the Electronics segment offset by losses in the Game and Other segments and lower profits in the Music, Pictures, and Financial Services segments.
On a local currency basis (In connection with all references herein to results of operations expressed on a local currency basis, refer to“Impact of Foreign Exchange Fluctuations and Basic Countermeasures.”), Sony’s sales for the fiscal year ended March 31, 2001 increased approximately 12 percent and operating income increased approximately 40 percent compared with the previous year.
Sales
Sales for the fiscal year ended March 31, 2001 increased by 628.2 billion yen, or 9.4 percent, to 7,314.8 billion yen compared with the previous year, for the reasons discussed above.
Cost of Sales and Selling, General and Administrative Expenses
Cost of sales for the fiscal year ended March 31, 2001 increased by 451.6 billion yen, or 9.8 percent, to 5,046.7 billion yen compared with the previous year and increased from 72.9 percent to 73.3 percent as a percentage of sales. The increase in cost of sales was primarily due to increases in manufacturing-related expenses, such as raw materials and depreciation, and research and development expenses. This increase in cost of sales was partially offset by the yen’s strength against the U.S. dollar and particularly the euro. In addition, in the Pictures segment, due to Sony’s adoption in April 2000 of the new film accounting standard (refer to Note 2 of Notes to Consolidated Financial Statements), certain exploitation costs such as advertising expenses and marketing costs are now recorded as incurred in selling, general and administrative expenses for the current fiscal year, rather than deferred as film inventory and amortized in cost of sales as in previous fiscal years. Research and development expenses for the fiscal year ended March 31, 2001 increased by 22.2 billion yen, or 5.6 percent, to 416.7 billion yen compared with the previous year, primarily in the Electronics segment. However, the ratio of research and development expenses to sales decreased from 6.3 percent to 6.0 percent.
Selling, general and administrative expenses for the fiscal year ended March 31, 2001 increased by 125.0 billion yen, or 8.3 percent, to 1,634.0 billion yen compared with the previous year. Despite this increase, the ratio of selling, general and administrative expenses to sales decreased from 23.9 percent to 23.7 percent. The increase in expenses was primarily due to the effects of the new film accounting standard, an increase in amortization expenses for intangible assets and goodwill resulting from the acquisition transactions of three listed subsidiaries (refer to Note 4 of Notes to Consolidated Financial Statements), and an increase in royalty expenses. However, the increase in selling, general and administrative expenses was partially offset by the yen’s strength against the U.S. dollar and particularly the euro and the approximately 5.6 billion yen reversal of stock-price linked incentive compensation, reflecting the decrease in Sony Corporation’s stock price during the year. In comparison, the previous year included an approximately 19.2 billion yen charge related to incentive compensation. In addition, gains or losses on the sale and disposal, net and losses from impairment of long-lived assets, which were previously recorded in other income and expenses, are now recorded in selling, general and administrative expenses. Losses on the sale and disposal, net and losses from impairment of long-lived assets increased by 6.9 billion yen, or 39.5 percent, to 24.3 billion yen compared with the previous year. During the year, losses on the sale and disposal of long-lived assets were recorded primarily in the Electronics segment, in which Sony actively proceeded with new equipment purchases and realignment of manufacturing facilities.

The aforementioned analysis of cost of sales and selling, general and administrative expenses does not include an analysis of the Financial Services segment. Therefore, Financial service revenue is excluded from“Sales” in the ratio of selling, general and administrative expenses to sales.
Operating Income
As a result of the factors discussed above, operating income for the fiscal year ended March 31, 2001 increased by 2.1 billion yen, or 1.0 percent, to 225.3 billion yen compared with the previous year. However, the operating margin decreased from 3.3 percent to 3.1 percent.
Operating Performance by Business Segment
(Refer to“Operating Results” for the fiscal year ended March 31, 2002“Realignment of Business Segment Configuration”)
The following discussion is based on segment information. Sales and operating revenue in each business segment include intersegment transactions. In the Electronics segment, sales and operating revenue by product category represent sales to customers, which do not include intersegment transactions.
Business Segment Information
Sales and Operating revenue

  
Year ended March 31

   
Percent change

 
   
2000

   
2001

     
   
(Yen in billions)
     
Electronics  4,671.0   5,473.4   +17.2%
Game  654.7   660.9   +0.9 
Music  706.9   612.1   -13.4 
Pictures  494.7   555.2   +12.2 
Financial Services  438.8   478.8   +9.1 
Other  141.6   156.4   +10.5 
   

  

  

Elimination  (421.0)  (622.0)  —   
   

  

  

Consolidated  6,686.7   7,314.8   + 9.4 
   

  

  

Operating income (loss)

  
Year ended March 31

   
Percent change

 
   
2000

   
2001

     
   
(Yen in billions)
     
Electronics  98.6   247.1   +150.7%
Game  76.9   (51.1)  —   
Music  28.3   20.5   -27.5 
Pictures  35.9   4.3   -88.0 
Financial Services  23.3   17.4   -25.2 
Other  (9.6)  (9.4)  —   
   

  

  

Elimination and unallocated corporate expenses  (30.2)  (3.5)  —   
   

  

  

Consolidated  223.2   225.3   +1.0 
   

  

  

Electronics
Sales for the fiscal year ended March 31, 2001 increased by 802.4 billion yen, or 17.2 percent, to 5,473.4 billion yen compared with the previous year. Operating income increased by 148.5 billion yen, or 150.7 percent,

to 247.1 billion yen and the operating margin increased from 2.1 percent to 4.5 percent. The significant improvement in results was due to sales increases in many product categories especially in digital equipment and electronic devices, although the results were offset in part by the negative impact of the yen’s strength against the U.S. dollar and particularly the euro. Regarding sales by area, sales increased significantly in Japan, the U.S., Asia, and Latin America, while sales increased only slightly in Europe, where the significant strength of the yen against the euro negatively impacted sales. In Japan, demand remained strong as in the previous year, especially in information and communication areas. In the U.S., demand increased significantly for most digital products, particularly in the first half of the year. In Asia, demand increased for electronic devices such as semiconductors. In Latin America, sales were positively impacted by the strong U.S. economy as well as increased local demand. Operating income increased significantly due to improvement in profit performance reflecting the higher sales. However, operating income was negatively impacted in part by the yen’s strength against the U.S dollar and particularly the euro. In addition, operating losses were recorded in the fourth quarter. The operating losses were primarily due to Sony’s reductions in manufacturing output and higher advertising expenses. Sony increased these expenses as part of an effort to promote sales in response to inventory increases and slowing sales growth in the U.S. particularly from December 2000 to the end of the year. Furthermore, regarding Aiwa, an approximately 51 percent owned consolidated subsidiary of Sony Corporation during the year, operating losses increased significantly and negatively affected the results in the Electronics segment during the year.
Performance by product category
“Audio” sales increased by 23.0 billion yen, or 3.1 percent, to 756.4 billion yen. The increase was primarily due to higher sales of home-use audio and headphone stereos, offset to a certain extent by lower sales of radio-cassette recorders and home telephones. The sales increase of home-use audio was primarily due to higher demand, which included that for DVD home theater-use, especially in the U.S. and Europe, and also increased demand in Latin America, although sales in Europe were negatively affected by the significant strength of the yen against the euro. Regarding headphone stereos, overall sales increased primarily because demand for the CD/MD format increased, although demand for the compact cassette format decreased especially in the U.S. and Europe. Sales of radio-cassette recorders decreased in most areas and those of home telephones also decreased especially in the U.S., both primarily due to weak demand and lower prices.
“Video” sales increased by 126.0 billion yen, or 18.9 percent, to 791.5 billion yen. The increase was primarily due to higher sales of digital still cameras, home-use video cameras, and DVD-Video players, although sales of home-use VHS video decks decreased. Regarding digital still cameras, sales increased due to higher demand primarily in Japan, the U.S., and Europe, reflecting improvement in picture quality and further penetration of PCs. Regarding home-use video cameras, overall sales increased due to higher demand for digital format primarily in the U.S., Europe, and Asia, although sales in Europe decreased due to the significant strength of the yen against the euro. Regarding DVD-Video players, sales increased due to higher demand especially in the U.S. and Europe, reflecting increased availability of content. On the other hand, overall sales of home-use VHS video decks decreased primarily due to weak demand in Japan as well as lower prices, despite higher demand in the U.S.
“Televisions” sales increased by 67.5 billion yen, or 10.6 percent, to 703.7 billion yen. The increase was primarily due to higher sales of televisions (including large-screen projection televisions). Regarding televisions, sales increased due to higher demand for large-screen televisions that incorporate flat surface CRTs and projection televisions, especially in the U.S. and Latin America, although sales decreased in Europe reflecting the significant strength of the yen against the euro.
“Information and Communications” sales increased by 291.2 billion yen, or 28.2 percent, to 1,322.8 billion yen. The increase was primarily due to higher sales of PCs, mobile phones, and projectors. Overall sales of PCs increased significantly due to higher demand for notebook PCs in Japan, the U.S., and Europe, and also for desktop PCs in Japan and the U.S., reflecting aggressive introduction of high value-added new models. Regarding mobile phones, sales increased significantly due to higher demand in Japan and Europe, reflecting

aggressive introduction of new models. Sales of mobile phones in the U.S. had been discontinued in the previous year. In addition, sales of projectors increased due to higher demand in Europe and Asia.
“Semiconductors” sales increased by 73.5 billion yen, or 44.7 percent, to 237.7 billion yen. The increase was primarily due to significant sales increases of CCDs, LCDs, memory chips, and other semiconductors including system LSIs, reflecting higher demand for most electronics products such as digital AV and PC-related equipment.
“Components” sales increased by 44.1 billion yen, or 7.8 percent, to 612.5 billion yen. The increase was primarily due to significant sales increases of CD-R/RW drives, Memory Stick, and optical pickups. For CD-R/RW drives, sales increased primarily in Asia, reflecting sales to PC vendors, due to higher demand, which reflected lower prices of the recording media for this format. Regarding Memory Stick, sales increased primarily due to Sony’s aggressive introduction, aimed at further penetration, of this format and also due to increases in the number of products which support the format. In April 2001, Sony’s cumulative production of Memory Stick reached 10 million units. Sales of optical pickups increased primarily due to increased market demand for optical disc-related products such as DVD-Video players and CD-R/RW drives.
“Other” sales decreased by 23.0 billion yen, or 3.9 percent, to 574.9 billion yen, primarily due to lower sales of Aiwa, especially in the U.S. and Japan.
Cost of sales in the Electronics segment increased primarily in manufacturing-related expenses such as raw materials, reflecting increases in manufacturing output due to higher demand, and in research and development expenses. Selling, general and administrative expenses increased primarily in advertising expenses, reflecting Sony’s efforts to expand sales further, especially in the second half of the year, and royalty expenses relating to information- and communications-related technologies. On the other hand, the increases in cost of sales as well as selling, general and administrative expenses were partially offset by the yen’s strength against the U.S. dollar and particularly the euro. However, the ratio of cost of sales to sales and the ratio of selling, general and administrative expenses to sales decreased, due to the aforementioned significant sales increase. Regarding profit performance by product category, operating income for the year was primarily derived from home-use video cameras, digital still cameras, semiconductors, and televisions. On the other hand, losses were recorded in such categories as HiFD drives (a high-capacity floppy disk-based data recording system), which incurred expenses relating to termination of its development, manufacture, and sale during the year; and the WLL (wireless local loop access system) service business, which incurred expenses relating to investment for wireless communication infrastructure. Compared with the previous year, profit of semiconductors increased significantly and that of such categories as televisions and PCs also increased. Regarding mobile phones, results were negatively impacted by research and development expenses relating to next-generation telecommunication technologies and the significant strength of the yen against the euro. However, the operating loss for this category decreased significantly as large expenses were recorded in the previous year, primarily due to the discontinuation of the mobile phone business in North America. In addition, sales of mobile phones newly introduced in Japan were favorable during the year under review compared with the previous year.
During the year, regarding the geographical breakdown of Sony’s total production amount (excluding Aiwa, which represented less than 10 percent of sales in Sony’s Electronics segment) and the final destination of such production, more than half of total production was in Japan, where production of digital AV products, information and communication products, and electronic devices increased significantly, and slightly more than 50 percent of such production was destined for other regions. Asia (countries other than Japan) accounted for approximately a quarter of total production, slightly less than 70 percent of which was destined for other regions. The Americas and Europe together accounted for the remaining quarter of total production, most of which was destined for use in the respective area of production. Regarding realignment of manufacturing facilities in the Electronics segment, during the year, Sony consolidated in Japan a subsidiary where batteries were manufactured with a subsidiary where electronic devices were manufactured. Sony sold to Solectron Corporation a subsidiary in Japan that manufactured car AV products and a subsidiary in Taiwan that manufactured audio equipment. Sony closed a subsidiary in Taiwan where video products were manufactured. As a result, the number of manufacturing facilities at March 31, 2001 was 60, compared with 64 at March 31, 2000.

Results in the Electronics segment were negatively impacted by the yen’s strength against the U.S. dollar and particularly the euro. On a local currency basis, sales for the fiscal year ended March 31, 2001 increased approximately 21 percent and operating income increased approximately 358 percent compared with the previous year. This was due to improved profitability primarily from significant sales increases in digital products and electronic devices, along with improved efficiencies of manufacturing facilities. Regarding sales by area on a local currency basis, in Japan, sales of PCs, mobile phones, semiconductors, digital still cameras, and broadcast- and professional-use equipment increased, while sales of home-use video decks and most categories of audio equipment decreased. In the U.S., sales of PCs, televisions, home-use video cameras, digital still cameras, DVD-Video players, and semiconductors increased, although sales of broadcast- and professional-use equipment and home telephones decreased. In Europe, sales of PCs, home-use video cameras, digital still cameras, mobile phones, computer displays, DVD-Video players, home-use audio, televisions, and semiconductors increased, while sales of home-use video decks and radio cassette recorders decreased. In Other areas, sales of CD-R/RW drives, semiconductors, and optical pickups increased in Asia, and sales of televisions and home-use audio increased in South America.
Game
Sales for the fiscal year ended March 31, 2001 increased by 6.2 billion yen, or 0.9 percent, to 660.9 billion yen compared with the previous year. Regarding profit performance, compared with an operating profit of 76.9 billion yen recorded in the previous year, an operating loss of 51.1 billion yen was recorded.
Regarding sales by area, in Japan, despite a decrease in software sales, overall sales in Japan were almost flat due to higher sales of hardware, reflecting the introductions of PlayStation 2 in March 2000 and PS one in July 2000. In the U.S., overall sales increased due to higher sales of hardware, reflecting the introductions of PS one in September 2000 and PlayStation 2 in October 2000 although software sales decreased. The strength of the yen against the U.S. dollar had a negative effect on sales. In Europe, although hardware sales increased reflecting the introduction of PS one in September 2000 and PlayStation 2 in November 2000, overall sales decreased in Europe due to lower sales of software. The significant strength of the yen against the euro had a significant negative effect on sales. In addition, in the U.S. and Europe, due to shortages in production shipments and supplies of PlayStation and PS one hardware in certain periods during the year, sales of such hardware decreased in the corresponding periods, and software sales in those areas were negatively affected.
Total worldwide production shipments of hardware and software were as follows:
  
Year ended March 31

    
Cumulative as of March 31, 2001

  
2000

    
2001

    
  
(million units)
Total Production Shipments of Hardware            
PlayStation + PS one 18.50    9.31    82.23
PlayStation 2 1.41    9.20    10.61
Total Production Shipments of Software*            
PlayStation 200.00    135.00    765.00
PlayStation 2 2.90    35.40    38.30

*Including those both from Sony and third parties under Sony licenses.
Operating losses were recorded during the year principally due to the software sales decrease and start-up expenses for the PlayStation 2 format. Cost of sales in the Game segment increased principally due to manufacturing-related expenses for PlayStation 2 hardware, including raw materials and depreciation, which are

attributable to capital expenditures from previous years. Selling, general and administrative expenses also increased principally due to amortization of intangible assets and goodwill resulting from the acquisition transactions of three listed subsidiaries (refer to Note 4 of Notes to Consolidated Financial Statements). As a result, the ratio of cost of sales and the ratio of selling, general and administrative expenses to sales rose.
Sales in the Game segment were negatively impacted by the yen’s strength against the U.S. dollar and particularly the euro. On a local currency basis, sales for the fiscal year ended March 31, 2001 increased approximately 2 percent and an operating loss was recorded compared with an operating profit in the previous year.
Music
Sales for the fiscal year ended March 31, 2001 decreased by 94.8 billion yen, or 13.4 percent, to 612.1 billion yen compared with the previous year. Operating income decreased by 7.8 billion yen, or 27.5 percent, to 20.5 billion yen and the operating margin decreased from 4.0 percent to 3.3 percent.
On a local currency basis, sales in the Music segment for the fiscal year ended March 31, 2001 decreased approximately 14 percent and operating income decreased approximately 38 percent compared with the previous year.
Regarding the results of Sony Music Entertainment Inc. (“SMEI”), the U.S. based operation on a U.S. dollar basis, sales decreased 14 percent and operating income decreased 62 percent. The lower sales were primarily due to soft market conditions in a number of international territories, the delayed timing of certain new releases, and the strengthening of the U.S. dollar against foreign currencies, despite the strong sales of several albums. Regarding profit performance, the decrease in profit was primarily due to the aforementioned factors which resulted in lower sales, as well as increased spending associated with various digital media development and investing activities and expenses associated with the discontinuation and closure in March 2001 of a U.S. manufacturing facility where cassette music software was previously manufactured. Despite the lower sales, the ratio of selling, general and administrative expenses to sales during the year was almost flat compared with the previous year due to the benefit of global cost reduction initiatives. During the year, SMEI reduced its worldwide work force by 10 percent.
Regarding the results of the Music segment in Japan, comprised of Sony Music Entertainment (Japan) Inc. (“SMEJ”) and its subsidiaries, overall sales decreased approximately 12 percent, primarily due to lower sales of SMEJ reflecting the delay of releases from certain artists and due to discontinuation of a business to sell CD-ROM software at an SMEJ subsidiary. Despite the decrease in sales, operating income increased approximately 5 times, due to pursuing efficiencies in such areas as advertising expenses at SMEJ.
Pictures
Sales for the fiscal year ended March 31, 2001 increased by 60.5 billion yen, or 12.2 percent, to 555.2 billion yen compared with the previous year. Operating income decreased by 31.6 billion yen, or 88.0 percent, to 4.3 billion yen and the operating margin decreased from 7.3 percent to 0.8 percent, primarily due to the adoption of the new film accounting standard (refer to Note 2 of Notes to Consolidated Financial Statements). The results in the Pictures segment consist of the results of Sony Pictures Entertainment (“SPE”), a U.S. based operation.
On a U.S. dollar basis, sales for the fiscal year ended March 31, 2001 in the Pictures segment increased approximately 11 percent and operating income decreased approximately 93 percent compared with the previous year. The sales increase was primarily due to higher box office revenues from successful current year releases as well as the growth of DVD software sales in the home entertainment business. However, the sales increase was partly offset by fewer network television series episodes and lower television syndication sales. Regarding profit performance, despite the contribution from higher sales of DVD software, operating income significantly

decreased primarily due to the 28.5 billion yen negative impact from the adoption of the new film accounting standard (refer to Note 2 of Notes to Consolidated Financial Statements), lower television syndication sales, and expenses associated with the start-up of online businesses and other strategic investments in the areas of new digital entertainment initiatives.
Financial Services
Financial service revenue for the fiscal year ended March 31, 2001 increased by 40.1 billion yen, or 9.1 percent, to 478.8 billion yen compared with the previous year. Operating income decreased by 5.9 billion yen, or 25.2 percent, to 17.4 billion yen and the operating margin decreased from 5.3 percent to 3.6 percent.
The sales increase was primarily due to higher revenues in the life insurance and non-life insurance businesses. Operating income decreased primarily due to lower profit in the life insurance business and a loss recorded in the non-life insurance business. Regarding the results of the life insurance business conducted by Sony Life, revenue increased and profit decreased compared with the previous year. The revenue increase was due to a net increase in life insurance-in-force from individual life insurance products such as term-life and medical expense coverage. However, reflecting the weak Japanese stock market conditions during the year, the revenue increase was partially offset by revaluation losses from investments under separate account for variable life insurance and variable annuity products. Regarding profit performance, operating profit decreased primarily because reserves for the Life Insurance Policyholders Protection Corporation of Japan were recorded, and because the amount accrued to policy reserves increased, reflecting a reduction in interest rates related to the valuation of such reserves for newly acquired policies during the year. As the profit performance from investments under the aforementioned separate account is solely for the account of policyholders, while it impacts revenues, it does not affect the profit performance of Sony. Regarding the results of the non-life insurance business conducted by Sony Assurance, although sales increased due to a net increase in non-life insurance-in-force from automobile insurance, losses continued to be recorded since expenses, including advertising expenses and payments for insurance benefits, were higher than revenue.
Regarding the results of the leasing and credit financing business conducted by Sony Finance, revenue increased due to higher leasing and credit financing revenues. However, an operating loss was recorded compared with operating income in the previous year. This was due to revaluation losses from interest rate swaps.
Condensed Financial Services Segment Financial Statements
The Financial Services segment is included on a consolidated basis in Sony’s consolidated financial statements. The following schedule shows unaudited condensed financial statements for the Financial Services segment and for all other segments excluding Financial Services segment as well as condensed consolidated financial statements. While these presentations are not required under U.S. GAAP used in Sony’s consolidated financial statements, because the Financial Services segment is different in nature from Sony’s other segments such as Electronics, Game, Music, and Pictures, Sony believes that these types of comparative presentations help the understanding and analysis of Sony’s consolidated financial statements. Transactions between the Financial Services segment and all other segments excluding Financial Services segment are eliminated in the consolidated figures shown below.
Policy reserves, included in future insurance policy benefits and other in the following condensed balance sheets, are recorded under U.S. GAAP. As for the statutory books of account, Sony Life has consistently satisfied a sufficient level of policy reserves as authorized by the Financial Services Agency in Japan (the “FSA”), and in March 2001, aiming to further strengthen its financial condition, Sony Life increased its capital through a 50.0 billion yen capital injection from Sony Corporation and achieved a more conservative level of policy reserves as recommended by the FSA.

Condensed Balance Sheets (Unaudited)
  
Year ended March 31

  
Financial
Services business

  
All other businesses
excluding Financial
Services business

  
Consolidated

  
2000

  
2001

  
2000

  
2001

  
2000

  
2001

  
(Yen in millions)
Assets                 
Cash and cash equivalents 228,110  307,245  397,954  300,000  626,064  607,245
Marketable securities 87,539  77,905  19,960  12,189  107,499  90,094
Other current assets 136,841  146,967  2,257,079  2,716,806  2,288,453  2,780,135
Investments and advances 825,557  1,104,739  321,077  405,312  1,075,594  1,388,988
Investments in Financial Services business, at cost —    —    69,568  160,189  —    —  
Deferred insurance acquisition costs 239,981  270,022  —    —    239,981  270,022
Other long-lived assets 150,908  167,356  2,343,623  2,567,420  2,469,606  2,691,482
  
  
  
  
  
  
  1,668,936  2,074,234  5,409,261  6,161,916  6,807,197  7,827,966
  
  
  
  
  
  
Liabilities and stockholders’ equity                 
Future insurance policy benefits and other 1,124,873  1,366,013  —    —    1,124,873  1,366,013
Other liabilities and minority interest in consolidated subsidiaries 348,331  404,019  3,350,084  3,987,328  3,499,418  4,146,500
  
  
  
  
  
  
Liabilities and minority interest in consolidated subsidiaries 1,473,204  1,770,032  3,350,084  3,987,328  4,624,291  5,512,513
  
  
  
  
  
  
Stockholders’ equity 195,732  304,202  2,059,177  2,174,588  2,182,906  2,315,453
  
  
  
  
  
  
  1,668,936  2,074,234  5,409,261  6,161,916  6,807,197  7,827,966
  
  
  
  
  
  
Condensed Statements of Income (Unaudited)
   
Year ended March 31

 
   
Financial Services business

  
All other businesses excluding Financial Services business

   
Consolidated

 
   
2000

  
2001

  
2000

  
2001

   
2000

  
2001

 
   
(Yen in millions)
 
Financial services revenue  438,762  478,824  —    —     412,988  447,147 
Net sales and operating revenue  —    —    6,279,285  6,878,234   6,273,673  6,867,677 
   
  
  
  

  
  

   438,762  478,824  6,279,285  6,878,234   6,686,661  7,314,824 
   
  
  
  

  
  

Financial services expenses and operating expenses  415,453  461,392  6,079,443  6,666,441   6,463,457  7,089,478 
   
  
  
  

  
  

Operating income  23,309  17,432  199,842  211,793   223,204  225,346 
   
  
  
  

  
  

Non-operating income (expenses), net  342  1,148  40,817  35,572   41,106  40,522 
   
  
  
  

  
  

Income before income taxes  23,651  18,580  240,659  247,365   264,310  265,868 
   
  
  
  

  
  

Income taxes and other  10,704  9,423  131,752  135,190   142,475  144,641 
Cumulative effect of accounting changes  —    —    —    (104,473)  —    (104,473)
   
  
  
  

  
  

Net income  12,947  9,157  108,907  7,702   121,835  16,754 
   
  
  
  

  
  

Condensed Statements of Cash Flows (Unaudited)
   
Year ended March 31

 
   
Financial Services business

   
All other businesses excluding Financial Services business

   
Consolidated

 
   
2000

   
2001

   
2000

   
2001

   
2000

   
2001

 
   
(Yen in millions)
 
Net cash provided by operating activities  174,353   283,922   379,849   260,897   554,137   544,767 
   

  

  

  

  

  

Net cash used in investing activities  (120,993)  (291,114)  (364,274)  (525,334)  (424,567)  (719,048)
   

  

  

  

  

  

Net cash provided by (used in) financing activities  55,860   86,324   (63,300)  145,466   (68,075)  134,442 
   

  

  

  

  

  

Effect of exchange rate changes on cash and cash equivalents  (1)  3   (27,640)  21,017   (27,641)  21,020 
   

  

  

  

  

  

Net increase (decrease) in cash and cash equivalents  109,219   79,135   (75,365)  (97,954)  33,854   (18,819)
Cash and cash equivalents at beginning of year  118,891   228,110   473,319   397,954   592,210   626,064 
   

  

  

  

  

  

Cash and cash equivalents at end of year  228,110   307,245   397,954   300,000   626,064   607,245 
   

  

  

  

  

  

Other
During the fiscal year ended March 31, 2001, the Other segment included Sony Communication Network Corporation (“SCN”), an Internet-related service business principally in Japan, location-based entertainment businesses in Japan, the U.S., and Germany, and an advertising agency business in Japan.
Sales for the fiscal year ended March 31, 2001 increased by 14.8 billion yen, or 10.5 percent, to 156.4 billion yen, compared with the previous year. Approximately 40 percent of sales in the Other segment reflected intersegment transactions during the year. Operating losses decreased from 9.6 billion yen to 9.4 billion yen.
During the year, sales increased primarily due to an increase in sales of SCN, reflecting a steady increase in Internet subscription members. Regarding profit performance, losses were recorded primarily from location-based entertainment businesses in Japan, the U.S., and Germany. Regarding the location-based entertainment business, losses decreased in the U.S. as a result of the devaluation of assets for an entertainment facility recorded in the previous year, losses in Japan increased due to the devaluation of assets for an entertainment facility, and losses in Germany increased due to expenses relating to the shutdown of an entertainment facility.
Other Income and Expenses
In the consolidated results for the fiscal year ended March 31, 2001, other income increased by 21.4 billion yen, or 14.6 percent, to 167.7 billion yen, while other expenses increased by 21.9 billion yen, or 20.9 percent, to 127.1 billion yen, compared with the previous year.
The increase in other income was primarily due to gains on sales of securities investments and other, net, gains on issuance of stock by equity investees, and gains from the contribution of certain marketable investment securities to employee retirement benefit trusts. Gain on sales of securities investments and other, net during the year was 41.7 billion yen. This gain resulted primarily from the sale to Liberty Digital of 50 percent of the equity of Game Show Network, a subsidiary that provides television programming services in the U.S exclusively dedicated to interactive game playing and pre-recorded game shows; the sale of a small portion of the equity of a subsidiary engaged in a television channel operation in India; and the sale of a subsidiary engaged in the in-flight entertainment business in the U.S. On the other hand, gain on sales of securities investments and other, net in the previous year was 28.1 billion yen, which included gains from the sales of certain investment securities. In

addition, other income during the year under review included 18.0 billion yen of gains on the issuance of stock by equity investees. These gains were primarily related to public offerings of shares during the year by Crosswave Communications Inc. which provides high-capacity/high-speed network services in Japan; Monex, Inc. which provides on-line security trading services in Japan; and SKY Perfect Communications Inc. which provides satellite broadcasting services in Japan (refer to Note 21 of Notes to Consolidated Financial Statements). Moreover, other income during the year under review included 11.1 billion yen of gains from the contribution of certain marketable investment securities held by Sony Corporation and its subsidiaries to employee retirement benefit trusts. Royalty income increased from 21.7 billion yen in the previous year to 29.3 billion yen, primarily due to increases in licensing revenues from optical disc and video signal compression technologies. Interest and dividends increased from 17.7 billion yen in the previous year to 18.5 billion yen, primarily due to an increase in interest received at subsidiaries outside Japan. Other income was negatively impacted by a foreign exchange loss, net, that was recorded during the year, compared with a foreign exchange gain, net, recorded in the previous year.
To hedge risks from exchange rate fluctuations, Sony primarily employs foreign exchange forward contracts and foreign currency option contracts. During the year, a foreign exchange loss, net of 15.7 billion yen was recorded. This loss was primarily due to foreign exchange losses incurred on such contracts due to the depreciation of the yen exceeding Sony’s contract rate. These losses reflected the sudden weakening of the yen’s average rate against the euro and the U.S. dollar in the second half of the year. On the other hand, 27.5 billion yen of foreign exchange gain, net, was recorded in the previous year. This gain was primarily due to the foreign exchange gains incurred on such contracts due to the appreciation of the yen exceeding Sony’s contract rate. These gains reflected the strengthening of the yen in the previous year.
The increase in other expenses was primarily due to the foreign exchange loss, net. Interest expense increased from 42.0 billion yen in the previous year to 43.0 billion yen, primarily due to an increase in the average outstanding balances of debt outside Japan in addition to the yen’s appreciation. As a result, the balance of interest and dividends income, less interest expense, was almost flat at 24.5 billion yen of net interest expense, compared with the previous year.
Income before Income Taxes
Income before income taxes for the fiscal year ended March 31, 2001 increased by 1.6 billion yen, or 0.6 percent, to 265.9 billion yen compared with the previous year.
Income Taxes
Income taxes for the fiscal year ended March 31, 2001 increased by 20.9 billion yen, or 22.1 percent, to 115.5 billion yen, and the ratio of income taxes to income before income taxes (the effective tax rate) increased from 35.8 percent to 43.5 percent. This was primarily because a valuation allowance was established against deferred tax assets of Aiwa Co., Ltd. (“Aiwa”) during the year, corresponding to an increase in its loss, while in the previous year, profit performance improved in certain U.S. subsidiaries that had operating loss carryforwards for tax purposes, which had the effect of lowering the effective tax rate.
Deferred tax assets are recognized on operating loss carryforwards for tax purposes since these losses may reduce future taxable income. However, a valuation allowance is established against those deferred tax assets that are not expected to be realized because sufficient taxable income is not expected to be generated before those loss carryforwards expire. Sony has recognized a valuation allowance for deferred tax assets primarily relating to operating loss carryforwards of consolidated subsidiaries in the U.S. as well as Aiwa.

Results of Affiliated Companies Accounted for under the Equity Method

During the fiscal year ended March 31, 2001, equity affiliates included i) in the Electronics segment—S.T. Liquid Crystal Display Corp. (“ST-LCD”), an LCD joint venture in Japan and Crosswave Communications Inc.,

a provider of high-capacity/high-speed network services in Japan, ii) in the Music segment—The Columbia House Company (“CHC”), a direct marketer of music and videos, iii) in the Pictures segment—Telemundo Communications Group, Inc. and affiliates, a U.S. based Spanish language television network and station group and Loews Cineplex Entertainment Corporation (“Loews”), a theatrical exhibition company, and iv) in the Other segment—a commercial- and other-use facility in Germany and a broadcasting-related business in Japan.
During the year, equity in net losses of affiliated companies increaseddecreased from 37.844.5 billion yen in the previous fiscal year to 44.534.5 billion yen. EquityThis decrease occurred principally because, in the previous fiscal year, Sony recorded a 25.0 billion yen loss, including a 17.0 billion yen impairment loss, for the entire carrying value of its investment in Loews Cineplex Entertainment Corporation, a theatrical exhibition company. Since the impairment, no additional equity losses were recorded. In March 2002, Loews completed its reorganization in the U.S. under Chapter 11 of the U.S. Bankruptcy Code, and in Canada under the Companies-Creditors Agreement Act. As a result, Sony is no longer a shareholder in Loews.

Although the above loss due to Loews in the previous fiscal year caused overall equity in net losses of affiliated companies duringto decrease year on year, losses in other equity affiliates increased. Equity affiliates recording significant losses, in descending order of impact, included SEMC, The Columbia House Company, a direct marketer of music and videos, American Video Glass Company a joint venture which produces CRT glass material in the year was primarily due to losses at LoewsU.S., Telemundo and CHC. With respect to Loews, 25.0 billion yen of equity in net losses was recorded during the year, primarily due to continued losses as well as the impairment loss recorded against the entire carrying value of Sony’s investment in Loews. In the previous year, 2.2 billion yen of equity in net losses was recorded for Loews. In addition, in relation to CHC, 6.0 billion yen of equity in net losses was recorded during the year, primarily due to sluggish sales reflecting the maturity of the CD market, severe competition from other online retailers, and costs associated with various restructuring activities. In the previous year, 13.6 billion yen of equity in net losses was recorded for CHC, primarily due to the costs relating to shortened amortization periods and an impairment of advertising and member acquisition expenses. Given the challenging business environment, CHC restructured its business by reducing costs while seeking to focus on growth areas such as DVD video and online sales. Also, with respect to Telemundo, a broadcasting-related business in Japan, a commercial- and other-use facility in Germany, and ST-LCD, although equity in net losses were recorded during the year, the amount of losses decreased compared with the previous year.

CWC.

Minority Interest in Income (Loss) of Consolidated Subsidiaries

In the fiscal year ended March 31, 2001, regarding minority interest in income (loss) of consolidated subsidiaries, which is excluded from income before income taxes, 15.3 billion yen of2002, minority interest in loss of consolidated subsidiaries, was recorded, which is deducted from income before income taxes, increased by 0.9 billion yen, or 5.8 percent, to 16.2 billion yen compared with the previous fiscal year. This deduction increased net income by the same amount. This was primarily due to minority shareholders’ interest in the net losses of Aiwa, a subsidiary of Sony Corporation during the year. In the previous year, 10.0 billion yen ofThe minority interest in incomeloss of consolidated subsidiaries was recorded, which decreased net income by the same amount. This was primarily due to minority shareholders’ interest in the net income of Sony Music Entertainment Japan (“SMEJ”), for the period prior to the acquisition transactions of three listed subsidiaries (refer to Note 4 of Notes to Consolidated Financial Statements), which was due to the favorable results of Sony Computer Entertainment (“SCE”), which wasfiscal year resulted from a net loss at that time an approximately 50 percent owned subsidiary of SMEJ.

Aiwa.

Income before Cumulative Effect of Accounting Changes

Income before cumulative effect of accounting changes for the fiscal year ended March 31, 20012002 decreased by 0.6111.9 billion yen, or 0.592.3 percent, to 121.29.3 billion yen compared with the previous fiscal year, due to the factors discussed above. As a percentage of sales, income before cumulative effect of accounting changes decreased from 1.81.6 percent to 1.70.1 percent.

Net Income

Net income for the fiscal year ended March 31, 20012002 decreased by 105.11.4 billion yen, or 86.28.6 percent, to 16.815.3 billion yen compared with the previous fiscal year. As a percentage of sales, net income decreased from 1.8 percent towas 0.2 percent, and the

return on stockholders’ equity (based onwas 0.7 percent, both of which were flat compared with the previous fiscal year. (This ratio is calculated by dividing net income by the simple average of such amountsstockholders’ equity at the end of eachthe previous fiscal year and previousat the end of the current fiscal year) decreased from 6.1 percentyear.) The most significant contribution to 0.7 percent. Thethe year on year decrease in net income was primarilythe decline in income before income taxes as described above. However, the absence of further deductions due to the 104.5 billion yen one-time cumulative effect of accounting changes relating torecorded in the adoption of the new film accounting standardprevious fiscal year, (refer to Note 2 of Notes to Consolidated Financial Statements) and the accounting standard regarding revenue recognition (refer to Note 2 of Notes to Consolidated Financial Statements), as well as the increase in equity in net losses of affiliated companies, partially offset by the aforementioned positive impact from minority interestabsolute decrease in income (loss)tax due to the decrease in income before taxes, caused net income to be 77.5 billion yen less than income before income taxes, compared to a difference of consolidated subsidiaries.

249.1 billion yen in the previous fiscal year.

Basic net income per share was 18.316.7 yen compared with 144.618.3 yen in the previous fiscal year, and diluted net income per share was 19.316.7 yen compared with 131.719.3 yen in the previous year (referfiscal year. Refer to Notes 2 and 2321 of Notes to Consolidated Financial Statements).

Statements.

Foreign Exchange Rates

During the fiscal year ended March 31, 2002, the average value of the yen was 124.1 yen against the U.S. dollar, and 109.1 yen against the euro, which was 11.7 percent lower against the U.S. dollar and 9.3 percent lower against the euro, respectively, compared with the average of the previous fiscal year. Regarding operating results on a local currency basis, refer to “Impact of Foreign Exchange Fluctuations and Basic Countermeasures” above.

LIQUIDITY AND CAPITAL RESOURCES

Finance and Liquidity Management

Sony’s financial policy is to secure adequate financingliquidity and liquidityfinancing for its operations and to maintain the strength of its balance sheet.

At Sony Corporationdefines liquidity sources as (a) cash, cash equivalents and its financial subsidiariestime deposits, and (b) committed lines of credit contracted with banks rated “C” or above in the various areas in which it operates, Sony engages in activities to acquire funds, when necessary, through the issuance of stock and bonds and borrowings from financial institutions.
In June 2001, Sony Corporation issued shares of subsidiary tracking stock to the public in Japan, the economic value of which is intended to be linked to the economic value of Sony Communication Network Corporation (“SCN”), a wholly-owned subsidiary of Sony engaged in Internet-related services. The 9.5 billion yen net proceeds of this offering were allocated to increase the equity capital of SCN for its business purposes. In September 2001, Sony Corporation issued a total of 150.0 billion yen in straight bonds (2 tranches: 100 billion yen for 5 years, 50 billion yen for 10 years) in the domestic market, for repayment of straight bonds and for investment in group affiliates. In December 2001, Sony issued 7.3 billion yen of bonds with detachable warrants for the purpose of stock-price linked incentive compensation.
In order to meet funding requirements in each area, Sony maintains commercial paper (“CP”) programs and medium term note (“MTN”) programs.
Sony Global Treasury Services plc (“SGTS”), a Sony finance subsidiary in the UK, maintains a 7 billion U.S. dollar CP program in both the U.S. and Euro CP markets, and a 500 billion yen CP program in the Japanese CP market. Furthermore, a Sony finance subsidiary in the U.S. maintains a 6 billion U.S. dollar CP program. During the fiscal year ended March 31, 2002, the largest month-end outstanding balance of CP at Sony was 551.4 billion yen. Sony secured more liquidity than usual mainly through yen-denominated CP for risk management purposes in the aftermath of the terrorist attack on September 11, 2001, as well as in response to a temporary increase in working capital. The total outstanding balance of CP at Sony on March 31, 2002 was 51.6 billion yen.
SGTS maintains a 5 billion U.S. dollar euro MTN program, whileMoody’s Bank Financial Strength ratings. Sony’s U.S. finance subsidiary maintains a 3 billion U.S. dollar MTN program targeted at the U.S. capital markets and a 2 billion U.S. dollar euro MTN program. In November 2001, the U.S. finance subsidiary issued 500 million U.S. dollars principal amount in MTN under the 3 Billion U.S. dollar MTN program, which matures in 5 years. At March 31, 2002, the total outstanding balance under the MTN programs was approximately 700 million U.S. dollars.
Regarding maintenance of liquidity, it is the basic policy of Sony that it willis to keep liquidity equal to at least 100 percent of the sum of the amount of average monthly sales and the amount of the largest expected monthly debt redemption during the fiscal year. In additionAlthough its working capital needs have a general tendency to grow in the third quarter (from October 1 to December 31), Sony believes that this policy satisfies Sony’s working capital requirements throughout the year.

On March 31, 2003, the total amount of liquidity sources for Sony Group excluding Sony Life, Sony Assurance and Sony Bank was 1,060.3 billion yen which was comprised of (a) 440.3 billion yen in cash, and cash equivalents and time deposits Sony considers committed lines contracted between financial institutions and Sony as liquidity, because funds are available from such lines during the period of the contracts.

As a principal policy, Sony selects banks rated “C” or above(b) approximately 620.0 billion yen in Moody’s Bank Financial Strength ratings for its contracts for committed lines, and enters into contracts with banks rated “A” or “B” with respect to more than 70 percent of the total amount. On March 31, 2002, Sony had contracts for committed lines from banks rated “C” or above. The committed lines were entirely unused. Due to operational necessities, Sony also has approximately 286.0 billion yen in all categories totalingadditional committed lines with banks that have a Moody’s financial strength rating below “C”. Refer to Note 11 of Notes to Consolidated Financial Statements for the total amount of committed lines with banks regardless of Moody’s financial strength rating for the fiscal year ended March 31, 2003.

In general, there are no restrictions on how Sony’s borrowings can be used except that, in compliance with Federal Reserve Board regulations, some borrowings in the U.S. may not be used for hostile corporate takeovers. In addition, there are no provisions in any of Sony’s material financing agreements that would cause an acceleration of repayment in the event of a downgrade in Sony’s credit ratings.

Finance and Capital Resources

Sony Corporation and its finance subsidiaries around the world engage in activities to acquire funds, when necessary, through the issuance of stocks and bonds, borrowings from financial institutions, and other financial instruments. In order to meet funding requirements around the world, Sony maintains commercial paper (“CP”) programs and medium-term note (“MTN”) programs.

SGTS, a Sony finance subsidiary in the U.K., maintains a CP program in both the U.S. and Euro CP markets, and a CP program in the Japanese CP market. Furthermore, a Sony finance subsidiary in the U.S. maintains a U.S. CP program. At March 31, 2003, the total amount of the CP programs was 2,060 billion yen. During the fiscal year ended March 31, 2003, the largest month-end outstanding balance of CP at Sony was 52.8 billion yen. The total outstanding balance of CP as of March 31, 2003 was 52.8 billion yen.

In addition to the above CP programs, SGTS maintains a Euro MTN program, while Sony’s finance subsidiary in the U.S. maintains a Rule 144A U.S. MTN program targeted at the U.S. capital markets and a Euro MTN program. At March 31, 2003, the total amount of the MTN programs was 1,200.0 billion yen, and the total outstanding balance was approximately 5.578.0 billion U.S. dollars.

yen.

Sony believes that, in order to fund investments for future growth, redemption of bonds and working capital needs, it is able to secure adequate resources through its access to financial and capital markets.

Ratings

In order to facilitate access to global capital markets, Sony obtains credit ratings from two rating agencies, Moody’s Investors Services, Inc. (“Moody’s”) and Standard and Poor’s Rating Services (“S&P”). In addition, Sony maintains a rating from Rating and Investment Information, Inc. (“R&I”), a rating agency in Japan, for access to the Japanese capital market.

Sony’s current debt ratings (long-term/short-term) are: Moody’s: A1 (outlook: negative)/P-1; S&P: A+ (outlook: negative)/A-1; and R&I: AA/a-1+.

On June 25, 2003, Moody’s downgraded Sony’s long-term debt rating from Aa3 to A1 (outlook: negative). R&I downgraded Sony’s long-term debt rating from AA+ to AA on June 16, 2003. These rating actions reflected concerns of the two agencies that Sony may take longer than expected to regain previous profit and cash flow levels as Sony’s profitability, particularly in the Electronics segment, has been under pressure due to strong competition and deflationary trends. Sony’s short-term debt ratings from Moody’s and R&I have been unaffected.

Despite the downgrading of Sony’s long-term debt rating by Moody’s and R&I, Sony believes that its access to the global capital markets will remain sufficient for its financing needs going forward, and that it will retain its ability to issue CP to meet its working capital needs.

Sony seeks to maintain a stable credit rating in order to ensure financial flexibility for liquidity and capital management, and to continue to maintain access to sufficient funding resources through financial and capital markets.

Cash Management

Sony is centralizing and pursuingmaking more efficient its global efficiency of its cash management through SGTS. The excess or shortage of cash at most of its subsidiaries in Japan is invested or funded by SGTS after having been netted out.

In addition, a cash concentration system has been introduced in which proxy payments for domestic subsidiaries are carried out.out for Japanese subsidiaries. In order to pursue more efficientimprove the efficiency of its cash management, Sony manages uneven cash distribution among its subsidiaries directly orand indirectly through SGTS when surplus funds are generated at subsidiaries so that Sony maycan reduce unnecessary cash and cash equivalents as well as borrowings as much as possible. An example of this globally efficient cash management is the fact that the total amount of cash outstanding at the end of March 2002 (approximately 120 billion yen) was lent from cash-surplus subsidiaries in Asia to cash-short Group companies.
Sony’s financial condition remains strong. Sony believes that it maintains sufficient liquidity and that in order to fund investments related to the expansion of existing businesses and the development of new projects, it is able to secure adequate resources through its access to financial and capital markets.

The above policydescription of basic policies and figures excludequantitative information excludes Sony Life, Insurance Co., Ltd. (“Sony Life”), Sony Assurance Inc. (“Sony Assurance”),and Sony Bank, Inc. (“Sony Bank”), and Aiwa Co., Ltd., each of which respectively secures liquidity on its own.

Financial Services Segment

In the Financial Services segment, the management of Sony Life, Sony Assurance, and Sony Bank recognize the importance of securing sufficient liquidity to cover the payment obligations that they take on as a result of the normal conducttheir ordinary course of their businesses.business. These companies abide by the regulations imposed by regulatory authorities and establish and operate under company guidelines that comply with these regulations and are designed to secure sufficient means to pay their obligations.

Sony Life currently obtains ratings from four rating agencies: AA- by S&P, A+ by AM Best Corporation, and AA by R&I and the Japan Credit Rating Agency Ltd. However, since April 2002, S&P has changed its outlook from “stable” to “negative” in conjunction with the Japanese Government Bond rating reduction. In September 2001, Sony Bank obtained an A-/A-2 rating from S&P for its long-term/short-term debt.

Contractual obligations, commitments, and contingent liabilities

The following table summarizes Sony’s contractual obligations and major commitments.

   Payments Due by Period

   Total

  

Less than

1 year


  1 to 3 year

  3 to 5 year

  After 5 year

   (Yen in millions)

Contractual Obligations and Major Commitments:

               

Long-term debt (Note 11)

               

Capital lease obligations (Notes 8 and 11)

  39,899  11,313  19,731  2,696  6,159

Other long-term debt (Note 11)

  801,925  23,072  452,478  196,327  130,048

Minimum rental payments required under operating leases (Note 8)

  289,511  51,786  77,953  47,305  112,467

Purchase commitments for property, plant and equipment and other assets (Note 23)

  30,814  30,814  —    —    —  

Expected payments regarding contracts with recording artists and other (Note 23)

  54,508  24,913  20,182  6,138  3,275

Expected cost for the production or purchase of films or certain rights (Note 23)

  128,140  65,831  62,309  —    —  

The total amount of commitments and contingent liabilities.at March 31, 2003 was 297.8 billion yen (refer to Note 10, 13 and 2423 of Notes to Consolidated Financial Statements).

   
Payments Due by Period

   
Total

  
Less than
1 year

  
1 to 5 years

  
After 5 years

   
(Yen in millions)
Contractual Obligations: (Notes 10 and 13)            
Short-Term Borrowings  113,277  113,277      
Long-Term Debt            
Capital Lease Obligations  47,250  14,360  24,523  8,367
Other Long-Term Debt  1,032,153  226,426  654,451  151,276
The commitments include major purchase obligations as shown above.

In the ordinary course of business, Sony makes commitments to purchase property, plant and equipment. As of March 31, 2003, such outstanding commitments totaled 30.8 billion yen. Most of these assets will be used for general operating purposes.

Certain subsidiaries in the Music segment have entered into long-term contracts with recording artists and companies for the production and/or distribution of prerecorded music and videos. The total amount of expected payments regarding these long-term contracts was 54.5 billion yen as of March 31, 2003.

A subsidiary in the Pictures segment has committed to fund a portion of the production cost of completed films and is responsible for all distribution and marketing expenses relating to these films under a distribution agreement with a third party. Further, certain subsidiaries in the Pictures segment have committed to acquire completed films, or certain rights therein, from third parties. As of March 31, 2003, the total amount of the expected cost for the production or purchase of films or certain rights under the above commitments was 128.1 billion yen.

Sony will use cash flows generated by its operating activities, and if necessary, raise funds for the commitments from the global capital markets and from banks.

The following table summarizes Sony’s contingent liabilities.

   

Total Amounts of Commitments

Contingent Liabilities


   
(Yen in millions)
Commitments and

Contingent Liabilities: (Note 24)(Notes 22 and 23)

   
Contingent liabilities for

Loan guarantees givento related parties

49,078

Guaranteed residual value in connection with the lease of the headquarters of Sony’s U.S. subsidiary

25,727

Maximum exposure associated with a joint venture in the ordinary course of business and For employee loansPictures segment

  136,69330,574
Commitments for the purchase of property, plant and equipment and other assets

Other

  167,34033,740
Expected expenses regarding contracts with recording artists and other  60,153

Total contingent liabilities

139,119

Other Financing Arrangements

In the U.S., Sony has an accounts receivable securitization program which provides for the accelerated receipt of up to approximately 900 million U.S. dollars of cash on eligible trade accounts receivable of Sony’s U.S. electronics subsidiary. Through this program, Sony can securitize and sell a percentage of undivided interest in that pool of receivables to several multi-seller commercial paper conduits owned and operated by banks. These securitization transactions are accounted for as a sale in accordance with FAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, because Sony has relinquished control of the receivables. Accordingly, accounts receivable sold under these facilities are excluded from receivables in the accompanying consolidated balance sheet. There were no amounts outstanding under this facility at March 31, 2003. Refer to Note 6 of Notes to Consolidated Financial Statements for more information.

Sony has, from time to time, entered into various other financing arrangements with special purpose entities.variable interest entities (“VIE”). These arrangements include facilities which provide for the leasing of certain property, the accelerated receipt of cash on certain accounts receivables and the financing of film production, the development and acquisition.operation of a multi-use real estate complex and the implementation of a stock option plan for selected Japanese employees. Although not a significant part of its financing activities, Sony employs these arrangements because they provide a diversification of funding sources. The assets and financings associated with these arrangements generally qualify for off-balance sheet treatment. SignificantAlthough Sony continues to evaluate the impact of FASB’s FIN No. 46 on Sony’s result of operations and financial position, significant arrangements with special purpose entitiesVIEs include the following:

During the fiscal year ended March 31, 2002, Sony entered into a financing arrangement with a special purpose entity to lease the headquarters of its U.S. subsidiary, which qualified for off-balance sheet

During the fiscal year ended March 31, 2002, Sony Corporation of America (“SCA”) entered into a financing arrangement with a VIE to lease its headquarters, which qualified for off-balance sheet treatment. The total obligation of the special purpose entityVIE under this arrangement is 255 million U.S. dollars. Upon the maturity of this lease arrangement in December 2008, SonySCA has guaranteed a residual value totaling 214 million U.S. dollars if SonySCA decides to forgo the purchase of the building or renewal of the lease. Upon Sony’s adoption of FASB’s FIN 46, “Consolidation of Variable Interest Entities”, Sony will begin consolidation of the special purpose entity.

In the fiscal year ended March 31, 2000, SPE entered into a joint venture agreement with a VIE for the purpose of funding certain film production and acquisition costs. The joint venture allows SPE to utilize its existing international distribution capabilities while sharing the possible risks of financing the increased acquisition and distribution activities with third party investors. SPE contributed 11 million U.S. dollars of the VIE’s total equity capitalization of 106 million U.S. dollars. Additionally, the VIE has a 300 million U.S. dollar bank credit facility of which 11.2 million U.S. dollars was outstanding as of March 31, 2003. Under this financing arrangement, SPE is obligated to acquire international distribution rights, as defined, for twelve pictures meeting certain minimum requirements within a 3.5- to 4.5-year period and transfer those rights to the VIE at cost plus a 5 percent fee. SPE is required to distribute the product internationally, for contractually defined fees determined as percentages of gross receipts, as defined, and is responsible for all distribution and marketing expenses which are recouped

 
In

from such distribution fees. Under the U.S., Sony has an accounts receivable securitization program which provides foragreement, SPE will bear all losses incurred by the accelerated receiptVIE of less than or equal to 30 million U.S. dollars as SPE’s 11 million U.S. dollar equity investment in the VIE is the last equity to be repaid, and as SPE must use a portion of its distribution fees to repay third party investors up to approximately 90019 million U.S. dollars of cash on eligible trade accounts receivable of Sony’s U.S. electronics subsidiary. Through this program, Sony can securitize and sell a percentage of undivided interest in that pool of receivables to several multi-seller commercial paper conduits owned and operatedany losses they incur. If losses incurred by banks. These securitization transactions are accounted for as a sale in accordance with FAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” because Sony has relinquished control of the receivables. Accordingly, accounts receivable sold under these facilities are excluded from receivables in the accompanying consolidated balance sheet. There were no amounts outstanding under this facility at March 31, 2002 (refer to Note 8 of Notes to Consolidated Financial Statements for more information).

In the fiscal year ended March 31, 2000, Sony Pictures Entertainment entered into a joint venture agreement with a special purpose entity for the purpose of funding certain film production and acquisition costs. Sony Pictures Entertainment contributed 11VIE exceed 30 million U.S. dollars, third party investors will bear the remainder of the special purpose entity’s total equity capitalization of 106 million U.S. dollars. Additionally,losses. If the special purpose entity has a 300 million U.S. dollar bank credit facility of which 30.4 million U.S. dollars was outstanding as of March 31, 2002. Under this financing arrangement, Sony Pictures Entertainmentventure is obligated to acquire international distribution rights,profitable, all parties will share in any net proceeds, as defined, for 12 pictures meeting certain minimum requirements within a 3.5- to 4.5-year period and transfer those rights toremaining after the special purpose entity at cost plus a 5 percent fee. Sony Pictures Entertainment is required to distribute the product internationally, for contractually defined fees determined as percentages of gross receipts, as defined, and is responsible for all distribution and marketing expenses which are recouped from such distribution fees.third party investors’ equity has been repaid. If, and only if, Sony Pictures EntertainmentSPE fails to deliver 12twelve pictures meeting the minimum requirements to the special purpose entityVIE and the bank credit facility or the third partythird-party equity investors are not paid in full by March 10, 2008 (or earlier upon the occurrence of certain events), Sony Pictures EntertainmentSPE is required to reimburse the special purpose entityVIE to the extent necessary to repay the bank credit facility in full and pay certain minimum returns to the third party equity investors. As of March 31, 2003, the maximum exposure amount was 255 million U.S. dollars. Sony guarantees all of the financial obligations of Sony Pictures EntertainmentSPE under this financing arrangement. Sony does not reflect in its balance sheet the production costs of the films acquired by the special purpose entity,VIE, the special purpose entity’sVIE’s bank credit facility debt, or the third partythird-party equity investment. Upon adoption of FASB’s FIN 46, SPE will begin consolidation of the VIE.

Various generally accepted accounting principles specifyDuring the conditions thatfiscal years ended March 31, 1995 and 1997, Sony observesmade an investment in not consolidatinga VIE which has been accounted for under the equity method by Sony, for the purpose of erecting and operating a multi-use real estate complex in Berlin, Germany. The VIE was initially capitalized with 90.8 billion yen of total funding, 32.6 billion yen was provided by the equity investors with the remaining funding of 58.2 billion yen being provided through a syndicated bank loan which matures in November 2004. The syndicated bank loan is secured by the multi-use real estate complex. Should the VIE be unable to meet its obligations under the syndicated bank loan, Sony would be exposed to the potential impairment of its investment in the VIE which was 12.8 billion yen at March 31, 2003. Upon Sony’s adoption of FASB’s FIN 46, Sony will begin consolidation of the special purpose entities. The accounting for special purpose entities is under review by the Financial Accounting Standards Board, and their non-consolidated status may change as a result of those reviews.entity.

Ratings
In order to facilitate access to funds from the global capital markets, Sony obtains ratings from two rating agencies, Moody’s Investor’s Service, Inc. (“Moody’s”) and Standard and Poor’s Rating Services (“S&P”). In addition to these two agencies, Sony obtains a rating from Rating and Investment Information, Inc. (“R&I”), a rating agency in Japan, to facilitate access to funds from the capital market in Japan.
Sony’s current debt ratings are: Moody’s rates Sony as Aa3/P-1, S&P rates Sony as A+/A-1 and R&I rates Sony as AA+/a-1+. In August 2001, both Moody’s and S&P changed their outlooks for Sony’s long-term debt from“stable” to“negative” reflecting the deterioration of Sony’s financial performance forDuring the fiscal year ended March 31, 2002.1998, Sony established a VIE to implement a stock option plan for selected Japanese employees. The VIE has been consolidated by Sony since its establishment. Accordingly, there will be no impact to Sony’s results of operations and financial position upon the adoption of FIN No. 46. Under the terms of the stock option plan, upon exercise, Japanese employees receive cash equal to the amount that the market price of Sony Corporation’s common stock exceeds the strike price of the plan. In order to minimize cash flow exposure associated with the plan, Sony holds treasury stock through the VIE. The VIE purchased the common stock with funding provided by the employee’s cash contribution and a bank loan which has been guaranteed by Sony Corporation. If the market value of common stock is below the price that Sony acquired the treasury stock for at the time of settlement of the stock option plan, Sony is required to reimburse the VIE for repayment of the bank loan. At March 31, 2003, the balance of the bank loan was 6.9 billion yen.

Sony Life currently obtains ratings from four rating agencies: S&P rates as AA-, AM Best Corporation rates as A+, and R&I and the Japan Credit Rating Agency Ltd. rates as AA. However, since April 2002, S&P has changed its outlook from“stable” to“negative” in accordance with a Japanese Government Bond rating reduction. In September 2001, Sony Bank obtained an A-/A-2 rating with a “stable” outlook from S&P for its long-term/short-term debt.
Assets, Liabilities and Stockholders’ Equity

Assets

Total assets on March 31, 20022003 increased by 357.8184.8 billion yen, or 4.62.3 percent, to 8,185.88,370.5 billion yen, compared with the previous fiscal year-end. (Total assets on March 31, 20022003 would have increased by approximately 25 percent compared with the previous fiscal year-end if the value of the yen had remained the same on March 31, 20022003 as it was on March 31, of the previous year.2002.) The increase was primarily attributable to increases in securities investments and other as a result of the expansion of businesses in the Financial Services segment. Total assets on March 31, 2003 in all segments excluding the Financial Services segment decreased by 251.1 billion yen, or 4.1 percent, to 5,815.8 billion yen and total assets on March 31, 2002 decreased2003 in the Financial Services segment increased by 95.0414.4 billion yen, or 1.516.6 percent, to 6,066.92,910.4 billion yen.

yen, compared with the previous fiscal year-end.

Current Assets

Current assets on March 31, 2003 decreased by 140.3183.0 billion yen, or 4.05.5 percent, to 3,337.23,154.2 billion yen compared with the previous fiscal year-end.

Current assets on March 31, 2003 in all segments excluding the Financial Services segment decreased by 273.2 billion yen, or 9.8 percent, to 2,501.0 billion yen. This decrease was primarily attributable to a 236.5 billion yen, or 20.1 percent, decrease to 942.2 billion yen in notes and accounts receivable due to a 269.4decrease in sales for the fourth quarter ended March 31, 2003 compared with the same quarter of the previous fiscal year. Inventories on March 31, 2003 decreased by 47.7 billion yen, or 28.67.1 percent, decrease in inventories, primarily into 625.7 billion yen compared with the Electronics segment, to 673.4 billion yen.previous fiscal year-end. The inventory to cost of sales turn-over ratio (based on the average of inventories at the end of each fiscal year and previous fiscal year) was 1.851.57 months, a decrease of 0.160.28 months from the end of the previous fiscal year. Inventories in the Electronics segment decreased 277.6by 79.6 billion yen, or 35.115.6 percent, to 513.4432.4 billion yen. Regarding the trend ofyen due to worldwide efforts to strengthen inventory control. On a product category basis, inventories decreased in the Electronics segment, since the slowdown in the rate of sales growth in the U.S. became conspicuous at the end of calendar year 2000, Sony significantly reduced inventories by the end of March 2001. However, primarily due to a subsequent deterioration of sales, inventories at the end of the first quarter ended June 30, 2001 increased 91.1 billion yen, or 11.5 percent, to 882.1 billion yen compared with the end of the previous fiscal year. As a result of improvements in inventory management undertaken worldwide in response to this increase,Television, Video and despite the depreciation of the yen, Sony reduced inventories at the end of the fiscal year ended March 31, 2002 to 513.4 billion yen.Audio categories. In the Game segment, overall inventories increased 14.324.4 billion yen, or 13.720.5 percent, to 119.0143.4 billion yen due to an increase in PS onePlayStation 2 hardware inventories brought on by a decline in demand for that product, and due to an increase in inventories of semiconductors brought on by anthe establishment of increased production capacity during the fiscal year.

Current assets on March 31, 2003 in the Financial Services segment increased by 61.2 billion yen, or 9.8 percent, to 687.9 billion yen, compared with the previous fiscal year-end. The increase was primarily attributable to an increase in the value of PlayStation 2 inventories, however, decreased due to production cost reductions that resulted frominvestment assets in marketable securities held by the increase in capacity.

banking business.

Investments and Advances

Investments and advances on March 31, 2003 increased by 308.8296.3 billion yen, or 22.217.5 percent, to 1,697.81,994.1 billion yen, compared with the previous fiscal year.

Investments and advances on March 31, 2003 in all segments excluding the Financial Services segment decreased by 47.6 billion yen, or 11.3 percent, to 372.7 billion yen. TheThis decrease was mainly due to the recognition of equity in net losses of affiliated companies such as SEMC.

Investments and advances on March 31, 2003 in the Financial Services segment increased by 353.2 billion yen, or 25.4 percent, to 1,741.7 billion yen, compared with the previous fiscal year-end. This increase was primarily due to an increase in investment assets in securities investments and other held by Sony Life.

Sony regularly evaluates its investment portfolio to identify other-than-temporary impairments of individual securities. Factors that are considered by Sony in determining whether an other-than-temporary decline in value has occurred include: the length of time and extent to which the market value of the security has been less 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 issuer’s credit condition, sovereign risk, and whether or not Sony is able to retain the investment for a period of time sufficient to allow for the anticipated recovery in market value.

In evaluating the factors for available-for-sale securities whose fair values are readily determinable, management presumes a decline in value to be other-than-temporary if the fair value of the security is 20 percent or more below its original cost for an extended period of time (generally a period of up to six to twelve months). This criteria is employed as a threshold to identify securities which may have a decline in value that is other-than-temporary. The presumption of an other-than-temporary impairment in such cases may be overcome if there is evidence to support that the decline is temporary in nature due to the existence of other factors which overcome the duration or magnitude of the decline. On the other hand, there may be cases where impairment losses are recognized when the decline in the fair value of the security is not more than 20 percent or such decline has not existed for an extended period of time, as a result of considering specific factors which may indicate the decline in the fair value is other-than-temporary.

The assessment of whether a decline in the value of an investment is other-than-temporary is often judgmental in nature and involves certain assumptions and estimates concerning the expected operating results, business plans and future cash flows of the issuer of the security. Accordingly, it is possible that investments in Sony’s portfolio that have had a decline in value that the Company currently believes to be temporary may be

determined to be other-than-temporary in the future based on the Company’s evaluation of additional information such as continued poor operating results, future broad declines in value of worldwide equity markets and the effect of world wide interest rate fluctuations. As a result, unrealized losses recorded for investments may be recognized into income in future periods.

The following table contains available for sale and held to maturity securities, breaking out the unrealized gains and losses by investment category.

   March 31, 2003

   Cost

  

Unrealized

gain


  

Unrealized

Loss


  

Fair market

Value


   Yen in Millions

Financial Services Business:

            

Available for sale

            

Debt securities

            

Sony Life

  1,301,734  36,073  8,231  1,329,576

Other

  248,483  1,164  199  249,448

Equity securities

            

Sony Life

  23,337  1,710  2,603  22,444

Other

  2,662  1,710  4  4,368

Held to maturity

            

Debt securities

            

Sony Life

  —    —    —    —  

Other

  17,322  656  1  17,977
   
  
  
  

Total Financial Services

  1,593,538  41,313  11,038  1,623,813
   
  
  
  

Non-Financial Services:

            

Available for sale securities

  37,860  4,802  1,723  40,939

Held to maturity securities

  831  16  0  847
   
  
  
  

Total Non-Financial Services

  38,691  4,818  1,723  41,786
   
  
  
  

Consolidated

  1,632,229  46,131  12,761  1,665,599
   
  
  
  

The most significant portion of these unrealized losses relate to investments held by Sony Life. Sony Life principally invests in debt securities in various industries. Almost all of these securities were rated “BBB” or better by Standard & Poor’s, Moody’s or others. As of March 31, 2003, Sony Life had debt and equity securities with 8.2 billion yen and 2.6 billion yen, respectively, of gross unrealized losses. Of the unrealized loss amounts recorded by Sony Life, approximately 80 percent relate to securities being in an unrealized loss position of greater than 6 months. These unrealized losses related to numerous investments, with no single investment being in a material unrealized loss position. In addition, there was no individual security with unrealized losses that met the test discussed above for impairment as the declines in value were observed to be small both in amounts and percentage, and therefore, the decline in value for those investments was still determined to be temporary in nature. The percentage of noninvestment grade securities held by Sony Life represents approximately 5 percent of Sony Life’s total investment portfolio, while the percentage of unrealized losses that relate to those noninvestment grade securities is approximately 19 percent of Sony Life’s total unrealized losses as of March 31, 2003.

For fixed maturity securities with unrecognized losses held by Sony Life as of March 31, 2003 (8.2 billion yen), maturity dates vary as follows:

•     Within 1 year:

22 percent

•     1 to 5 years:

47 percent

•     5 to 10 years:

31 percent

Sony also maintains long-term investment securities issued by a number of non-public companies. The aggregate carrying amount of the investments in non-public companies at March 31, 2003, which were valued at the lower of cost or fair value, was 69.6 billion yen.

For the years ended March 31, 2001, 2002 and 2003, total impairment losses were 4.2 billion yen, 27.6 billion yen and 25.5 billion yen of which none, 9.2 billion yen and 2.3 billion yen, respectively, were recorded by Sony Life in Financial Services revenue (refer to “Financial Services” under“Operating Performance by Business Segment” for the fiscal years ended March 31, 2003 and March 31, 2002). The remaining losses in each of the three years were reflected in non-operating expenses and primarily relate to the certain strategic investments in non- financial services businesses. These investments primarily relate to companies in the U.S. and Europe with which Sony has strategic relationships for the purpose of developing and marketing new technologies and the impairment losses recorded for each of the three years primarily reflect the inability of these companies to successfully develop and market such technology. None of these impairment losses was individually material to Sony, except for the devaluation of securities explained in “Other Income and Expenses” for the fiscal years ended March 31, 2003 and March 31, 2002. Upon determination that the value of an investment is impaired, the value of the investment is written down to its fair value. For publicly traded investments, fair value is determined by the closing stock price as of the date on which the impairment determination is made. For non-public investments, fair value is determined through the use of such methodologies as discounted cash flows, valuation of recent financings and comparable valuations of similar companies. The impairment losses that were recorded in each of the three years related to the unique facts and circumstances of each individual investment and did not significantly impact other brought on by a net increase in life insurance-in-forceinvestments.

Sony Life and Sony Bank’s investments constitute the majority of the investments in the life insurance businessFinancial Services segment. Sony Life and Sony Bank account for approximately 84 percent and 14 percent of the investments of the Financial Services segment, respectively.

Sony Life’s basic investment policy is to take both expected returns and investment risks into account in order to maintain sound asset quality, structuring its asset management portfolio to ensure steady medium- and long-term returns by investing assets in an efficient manner and responding flexibly to changes in financial conditions and the receiptinvestment environment. Moreover, the company analyzes the character of future insurance policy benefits by utilizing Asset Liability Management (“ALM”), a method of managing interest rate fluctuation risk through the comprehensive identification of the mismatches of duration and cash flows between assets and liabilities. Government bonds and corporate bonds constitute a majority of Sony Life’s current portfolio. Sony Life invests in various types of government and corporate bonds in many countries, companies and industries, to diversify associated risks. Further, as stocks accounted for approximately 1.7 percent of such securities, the financial structure of the company is not greatly influenced by stock prices.

Sony Bank operates using the same basic investment policy as Sony Life, taking expected returns and investment risks into account in order to disperse associated risks, and structuring its asset portfolio to ensure steady returns from investments. In addition, the company is careful to match the duration of its asset portfolio with the duration of liabilities resulting from customer deposits, in order to ensure that significant discrepancies do not occur. Government bonds and corporate bonds constitute a majority of Sony Bank’s current portfolio. The company invests in various types of government and corporate bonds in many countries, companies and industries, to diversify associated risks. To safeguard its assets the banking business that began operations during the fiscal year.

company does not lend its assets to corporations or invest in equity securities.

Tangible fixed assets (deducing accumulates(after deduction of accumulated depreciation)

Tangible fixed assets on March 31, 2003 decreased by 22.6133.3 billion yen, or 1.69.4 percent, to 1,411.71,278.4 billion yen.yen, compared with the previous fiscal year-end.

Tangible fixed assets on March 31, 2003 in all segments excluding the Financial Services segment decreased by 129.2 billion yen, or 9.5 percent, to 1,232.4 billion yen, compared with the previous fiscal year-end. The decrease was due to a reduced level of capital expenditures, primarily in the Electronics and Game segments,segment, during the fiscal year.

Tangible fixed assets on March 31, 2003 in the Financial Services segment decreased by 4.1 billion yen, or 8.2 percent, to 46.0 billion yen, compared with the previous fiscal year-end.

Capital expenditures (additions to fixed assets) duringfor the fiscal year ended March 31, 2003 decreased 138.5by 65.5 billion yen, or 29.820.0 percent, to 326.7261.2 billion yen compared with the previous fiscal year. With respect toThe largest decreases were in the Electronics segment, where capital expenditures declined by business49.7 billion yen, or 22.6 percent year on year, to 170.3 billion yen, and in the Financial Services segment, (excluding unallocated amounts),where capital expenditures declined by 12.4 billion yen, or 77.2 percent, to 3.7 billion yen. Capital expenditures in the Electronics segment decreased by 62.4 billion yen, or 21.9 percent, to 223.0 billion yen, due to lower new capital expendituresyear on year because investments were reduced in response to the deterioration of the market environment;environment, and because large investments related to the construction of device manufacturing facilities, principally for semiconductors, were recorded in the previous fiscal year. Capital expenditures in the Financial Services segment decreased year on year because investments related to the start-up of Sony Bank were recorded in the previous fiscal year. On the other hand, capital expenditures in the Other segment increased by 10.2 billion yen, or 195.7 percent, to 15.4 billion yen because large investments related to the development of network technology intended to facilitate new businesses in the broadband age were recorded in this fiscal year.

Capital expenditures in the Game segment decreased by 60.36.8 billion yen, or 55.814.3 percent, to 47.841.0 billion yen; capital expenditures in the Pictures segment decreased by 4.4 billion yen, primarily dueor 37.9 percent, to lower expenditures for mass production of semiconductors;7.1 billion yen and capital expenditures in the Music segment decreasedincreased by 16.20.3 billion yen, or 43.01.6 percent, to 21.521.9 billion yen; expendituresyen.

Other Assets

Other assets on March 31, 2003 increased by 230.0 billion yen, or 16.1 percent, to 1,656.1 billion yen, compared with the previous fiscal year-end.

Other assets on March 31, 2003 in all segments excluding the PicturesFinancial Services segment increased by 0.5224.1 billion yen, or 4.421.8 percent, to 11.51,251.8 billion yen; expendituresyen. This was mainly due to an increase in deferred tax assets. The increase in deferred tax assets occurred due to an increase in the minimum pension liability adjustment and the reversal of valuation allowances on deferred tax assets held by Aiwa because these assets became recoverable as a result of Sony’s decision to merge with Aiwa.

Other assets on March 31, 2003 in the Financial Services segment increased by 6.74.0 billion yen, or 71.50.9 percent, to 16.0 billion yen; and expenditures in the Other segment decreased by 8.3434.8 billion yen, or 69.8 percent, to 3.6 billion yen.

Other assets increased by 196.5 billion yen, or 16.0 percent, to 1,426.1 billion yen. Among other assets, deferred insurance acquisition costs increased due to net increases in life insurance-in-force incompared with the life insurance business.
previous fiscal year-end.

Liabilities

Total current and long-term liabilities on March 31, 20022003, increased by 298.5275.6 billion yen, or 5.44.8 percent, to 5,792.06,067.6 billion yen compared with the previous fiscal year-end. (Total liabilities on March 31, 20022003 would have increased by approximately 37 percent compared with the previous fiscal year-end if the value of the yen had remained the same on March 31, 20022003 as it was on March 31 of the previous fiscal year.) The increase was attributableTotal current and long-term liabilities on March 31, 2003 in all segments excluding the Financial Services segment decreased by 156.4 billion yen, or 4.1 percent, to an increase in future insurance policy benefits3,662.0 billion yen. Total current and other, and the receipt of customer depositslong-term liabilities on March 31, 2003, in the banking business, althoughFinancial Services segment increased by 410.9 billion yen, or 18.9 percent, to 2,588.7 billion yen, compared with the previous fiscal year-end.

Current Liabilities

Current liabilities on March 31, 2003 increased by 123.4 billion yen, or 4.8 percent, to 2,435.0 billion yen compared with the previous fiscal year-end.

Current liabilities on March 31, 2003 in all segments excluding the Financial Services segment decreased by 305.9 billion yen, or 12.9 percent, to 2,061.5 billion yen. This was due to a 203.3 billion yen, or 61.6 percent, decrease in short-term liabilities, which include the current portion of long-term debt, to 126.7 billion yen and a 82.1 billion yen, or 10.6 percent, decrease in notes and accounts payable, trade decreased. Among current liabilities, notes and accounts payable, trade decreased 157.4 billion yen, or 17.0 percent, to 767.6 billion yen. Accounts payable, other and accrued expenses increased 62.0 billion yen, or 7.7 percent, to 869.5693.3 billion yen. The decrease in notes and accounts payable, trade was primarily due to a decrease in purchasingpurchases that resulted from adjustments in production in the Electronics segment.segment in the fourth quarter of the fiscal year ended March 31, 2003.

Current liabilities on March 31, 2003 in the Financial Services segment increased by 165.5 billion yen, or 65.0 percent, to 420.2 billion yen. Deposits from customers in the banking business increased by 142.2 billion yen, or 133.6 percent, to 248.7 billion yen, due to the expansion of the banking business.

Long-term Liabilities

Long-term liabilities on March 31, 2003 increased by 399.1 billion yen, or 12.3 percent, to 3,632.6 billion yen compared with the previous fiscal year-end.

Long-term liabilities on March 31, 2003 in all segments excluding the Financial Services segment increased by 149.5 billion yen, or 10.3 percent, to 1,600.5 billion yen. Among long-term liabilities, future insurance policy benefits and other increased by 314.4 billion yen, or 23.0 percent, to 1,680.4 billion yen. This increase was a result of net increases in life insurance-in-force in the life insurance business. Accruedaccrued pension and severance costs increased 78.3195.8 billion yen, or 35.567.1 percent, to 299.1487.4 billion yen. The increase was primarily due to an increase in benefit obligations as a result of increased lengths of service of employees anddue to a review of discount rates and other factors used to calculate benefit obligations. The increase in accrued pension and severance costs also increased becauseobligations, as well as an additional minimum pension liability that was recorded due to decreases in the current value forof pension plan assets held by Sony Corporation, reflecting sluggish stock market conditions in Japan during the fiscal year.

Long-term liabilities on March 31, 2003 in the Financial Services segment increased by 245.4 billion yen, or 12.8 percent, to 2,168.5 billion yen. This was due to an increase in insurance-in-force in the life insurance business which resulted in an increase in future insurance policy benefits and other of 234.0 billion yen, or 13.9 percent, to 1,914.4 billion yen.

Total Interest-bearing Debt

Total interest-bearing debt (the total of short-term borrowings and long-term debt) on March 31, 2002 was 1,192.7 billion yen, almost unchanged from the end of the previous fiscal year. Of this amount, short-term borrowings2003 decreased 72.3by 226.5 billion yen, or 38.919.0 percent, to 113.3 billion yen primarily as a result of refinancing a portion as long-term debt.

Stockholders’ equity on March 31, 2002 increased by 55.0 billion yen, or 2.4 percent, to 2,370.4966.2 billion yen, compared with the previous fiscal year-end. Stockholder’s

Total interest-bearing debt on March 31, 2003 in all segments excluding the Financial Services segment decreased by 213.9 billion yen, or 18.7 percent, to 929.6 billion yen. As a result of repayment of debt including 1.5 billion U.S. dollars of U.S. dollar notes redeemed on March 4, 2003, long-term debt decreased by 10.6 billion yen, or 1.3 percent, to 802.9 billion yen and short-term debt decreased by 203.3 billion yen, or 61.6 percent, to 126.7 billion yen, compared with the previous fiscal year-end.

Stockholders’ Equity

Stockholders’ equity on March 31, 2003 decreased by 89.5 billion yen, or 3.8 percent, to 2,280.9 billion yen compared with the previous fiscal year-end. Stockholders’ equity decreased because the amount of stockholders’ equity that was deducted for minimum pension liability adjustments increased becausefrom 72.0 billion yen at the end of the previous fiscal year to 182.7 billion yen, reflecting sluggish stock market conditions in Japan during the fiscal year. Also, the amount of stockholders’ equity that was deducted for foreign currency translation adjustments decreasedincreased from 323.3225.8 billion yen at the end of the previous fiscal year to 225.8302.2 billion yen, due to the depreciationappreciation of the yen.yen against the U.S. dollar. Stockholders’ equity on March 31, 2003 in all segments excluding the Financial Services segment decreased by 94.2 billion yen, or 4.2 percent, to 2,138.1 billion yen compared with the previous fiscal year-end. Stockholders’ equity on March 31, 2003 in the Financial Services segment increased by 3.5 billion yen, or 1.1 percent, to 321.7 billion yen compared with the previous fiscal year-end. The ratio of stockholders’ equity to total assets decreased from 29.629.0 percent to 29.027.2 percent.

Refer toCondensed Balance Sheets Separating Out the Financial Services Segment (Unaudited)

The following schedule shows an unaudited condensed balance sheet for the Financial Services segment and all other segments excluding the Financial Services as well as the condensed consolidated balance sheet. This presentation is not required under U.S. GAAP, which is used inOperating Performance by Business Segment.

Sony’s consolidated financial statements. However, because the Financial Services segment is different in nature from Sony’s other segments, Sony believes that a comparative presentation 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 are eliminated in the consolidated figures shown below.

   As at March 31

   Financial Services

  

All other Segments

excluding Financial
Services


  Consolidated

   2002

  2003

  2002

  2003

  2002

  2003

   (Yen in millions)

Assets

                  

Current assets

  626,676  687,925  2,774,121  2,500,959  3,337,212  3,154,214
   
  
  
  
  
  

Cash and cash equivalents

  327,262  274,928  356,538  438,130  683,800  713,058

Marketable securities

  157,363  236,621  4,784  4,899  162,147  241,520

Notes and accounts receivable, trade

  76,530  69,067  1,178,675  942,193  1,242,826  1,007,395

Other

  65,521  107,309  1,234,124  1,115,737  1,248,439  1,192,241

Film costs

  —    —    313,054  287,778  313,054  287,778
   
  
  
  
  
  

Investments and advances

  1,388,556  1,741,748  420,226  372,671  1,697,807  1,994,123
   
  
  
  
  
  

Investments in Financial Services, at cost

  —    —    170,189  170,189  —    —  
   
  
  
  
  
  

Property, plant and equipment

  50,084  45,993  1,361,582  1,232,357  1,411,666  1,278,350
   
  
  
  
  
  

Other assets

  430,736  434,768  1,027,716  1,251,811  1,426,056  1,656,080
   
  
  
  
  
  

Deferred insurance acquisition costs

  308,204  327,869  —    —    308,204  327,869

Other

  122,532  106,899  1,027,716  1,251,811  1,117,852  1,328,211
   
  
  
  
  
  
   2,496,052  2,910,434  6,066,888  5,815,765  8,185,795  8,370,545
   
  
  
  
  
  

Liabilities and stockholders’ equity

                  

Current liabilities

  254,740  420,246  2,367,341  2,061,485  2,558,496  2,435,048
   
  
  
  
  
  

Short-term borrowings

  66,886  72,753  329,977  126,687  354,063  158,745

Notes and accounts payable, trade

  4,552  5,658  775,452  693,347  767,625  697,385

Deposits from customers in the banking business

  106,472  248,721  —    —    106,472  248,721

Other

  76,830  93,114  1,261,912  1,241,451  1,330,336  1,330,197

Long-term liabilities

  1,923,126  2,168,476  1,451,033  1,600,484  3,233,521  3,632,580
   
  
  
  
  
  

Long-term debt

  135,958  140,908  813,487  802,911  838,617  807,439

Accrued pension and severance costs

  7,469  8,737  291,620  487,437  299,089  496,174

Future insurance policy benefits and other

  1,680,418  1,914,410  —    —    1,680,418  1,914,410

Other

  99,281  104,421  345,926  310,136  415,397  414,557
   
  
  
  
  
  

Minority interest in consolidated subsidiaries

  —    —    16,170  15,677  23,368  22,022
   
  
  
  
  
  

Stockholders’ equity

  318,186  321,712  2,232,344  2,138,119  2,370,410  2,280,895
   
  
  
  
  
  
   2,496,052  2,910,434  6,066,888  5,815,765  8,185,795  8,370,545
   
  
  
  
  
  

Cash Flows

(The fiscal year ended March 31, 2003 compared with the fiscal year ended March 31, 2002)

During the fiscal year ended March 31, 2003, Sony generated 853.8 billion yen of net cash from operating activities, an improvement of 116.2 billion yen, or 15.8 percent compared with the previous fiscal year.

All segments excluding the Financial Services segment generated 542.8 billion yen of net cash from operating activities. The primary reasons for the positive cash flow were the contribution to profit by the Game, Pictures and Electronics segments and a decrease in notes and accounts receivable despite a decrease in notes and accounts payable. Compared to the previous fiscal year, net cash generated from operating activities improved 106.8 billion yen, or 24.5 percent. Although there was a smaller decrease in inventories, the increase in the operating income in the Electronics, Game and Pictures segments, a smaller decrease in notes and accounts payable, and a larger decrease in notes and accounts receivable all contributed to the net increase in cash generated from operating activities compared with the previous fiscal year.

The Financial Services segment generated 316.0 billion yen of net cash from operating activities. While cash declined primarily as a result of an increase in deferred insurance acquisition costs, an increase in future insurance policy benefits and other as a result of an increase in insurance-in-force resulted in cash generated from operating activities exceeding expenditures. Compared with the previous fiscal year, cash generated from operating activities in the Financial Services segment improved by 14.3 billion yen, or 4.8 percent.

During the fiscal year, 706.4 billion yen in cash was used in investing activities (a decrease of 60.7 billion yen, or 7.9 percent compared with the previous fiscal year).

In all segments excluding the Financial Services segment, 185.2 billion yen in cash was used in investing activities. During the fiscal year, cash was used to purchase fixed assets mainly in the Electronics segment. Cash proceeds of 135.8 billion yen were generated from sales of securities investments, maturities of marketable securities and collections of advances, including 88.4 billion yen from the sale of Telemundo. Compared with the previous fiscal year, cash used in investing activities decreased by 183.8 billion yen, or 49.8 percent. As a result of a reduction in capital expenditures mainly in the Electronics segment, cash used to purchase fixed assets decreased compared with the previous fiscal year.

In the Financial Services segment, 517.4 billion yen in cash was used in investing activities (an increase of 115.5 billion yen, or 28.7 percent compared with the previous fiscal year). The use of cash derived primarily from the fact that investments and advances of 1,026.4 billion yen exceeded sales of securities investments, maturities of marketable securities and collections of advances of 542.5 billion yen, reflecting an increase in assets under management in the Financial Services segment.

As a result of these factors, net cash flow (the difference between cash generated from operating activities and cash used in investing activities) was a positive 147.4 billion yen for the fiscal year, an improvement of 176.9 billion yen compared with the previous fiscal year (in the previous fiscal year, net cash flow was a negative 29.5 billion yen). In terms of net cash flow from all segments excluding the Financial Services segment, net cash flow was a positive 357.7 billion yen for the fiscal year, an improvement of 290.6 billion yen, or 433.0 percent, compared with the previous fiscal year. Net cash flow from the Financial Services segment was a negative 201.4 billion yen, a deterioration of 101.2 billion yen compared with the previous fiscal year.

During the fiscal year ended March 31, 2003, 93.1 billion yen of net cash was used in financing activities compared to 85.0 billion yen of cash provided by financing activities. 22.9 billion yen in cash was used for the payment of dividends.

In all segments excluding the Financial Services segment, 251.1 billion yen of net cash was used in financing activities compared to 31.6 billion yen of cash used in financing activities. Cash was used during the

fiscal year for repayments of long-term debt including 1.5 billion U.S. dollars of U.S. dollar notes redeemed on March 4, 2003. These repayments caused cash used in financing activities to exceed cash generated by financing activities.

In the Financial Services segment, 149.1 billion yen of net cash was provided by financing activities compared to 120.3 billion yen provided by financing activities. This was due to a 142.2 billion yen, or 133.6 percent, increase in deposits from customers in the banking business.

Accounting for all these factors and the effect of exchange rate changes, the total outstanding balance of cash and cash equivalents at the end of the fiscal year increased 29.3 billion yen, or 4.3 percent, to 713.1 billion yen, compared with the end of the previous fiscal year. The total outstanding balance of cash and cash equivalents of all segments excluding the Financial Services segment increased 81.6 billion yen, or 22.9 percent, to 438.1 billion yen and for the Financial Services segment decreased 52.3 billion, or 16.0 percent, to 274.9 billion yen, compared with the previous fiscal year.

Condensed Statements of Cash Flows Separating Out the Financial Services Segment (Unaudited)

The following schedule shows unaudited condensed statements of cash flow for the Financial Services segment and all other segments excluding the Financial Services segment as well as condensed consolidated statements of cash flow. These 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 believes that a comparative presentation 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.

   Year ended March 31

 
   Financial Services

  

All other segments

excluding Financial
Services


  Consolidated

 
   2002

  2003

  2002

  2003

  2002

  2003

 
   (Yen in millions) 

Net cash provided by operating activities

  301,625  315,968  436,059  542,848  737,596  853,788 
   

 

 

 

 

 

Net cash used in investing activities

  (401,866) (517,383) (368,951) (185,163) (767,117) (706,425)
   

 

 

 

 

 

Net cash provided by (used in) financing activities

  120,255  149,086  (31,603) (251,128) 85,040  (93,134)
   

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

  3  (5) 21,033  (24,965) 21,036  (24,971)
   

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

  20,017  (52,334) 56,538  81,592  76,555  29,258 

Cash and cash equivalents at beginning of year

  307,245  327,262  300,000  356,538  607,245  683,800 
   

 

 

 

 

 

Cash and cash equivalents at end of year

  327,262  274,928  356,538  438,130  683,800  713,058 
   

 

 

 

 

 

Cash Flows

(The fiscal year ended March 31, 2002 compared with the fiscal year ended March 31, 2001)

During the fiscal year ended March 31, 2002, Sony generated 737.6 billion yen (an increaseof net cash from operating activities, an improvement of 192.8 billion yen, or 35.4 percent, compared with the previous year)fiscal year.

All segments excluding the Financial Services segment generated 436.1 billion yen of net cash from operating activities. While cash was used primarily to decrease notes and accounts payable during a time of

production adjustments in the Electronics segment, a decrease in inventory, brought on by improved inventory management mainly in the same segment, and a decrease in notes and accounts receivable were the primary reasons why cash generated from operating activities exceeded expenditures. Compared with the previous fiscal year, net cash generated from operating activities improved 175.2 billion, or 67.1 percent. While cash was used to decrease notes and accounts payable (cash was generated from an increase in notes and accounts payable in the previous fiscal year) and less cash was generated due to lower profits, and casha decrease in inventories (cash was used to decrease accounts payable during a time of production adjustmentsincrease inventories in the Electronics segment, a significant decrease in inventory (improving cash flow by 394.0 billion yen compared with the previous fiscal year) brought on by improved inventory managementand a decrease in that same segment, and collection of notes and accounts receivable (which had been at a high level at the end of(cash was used to increase notes and accounts receivable in the previous fiscal year) contributed to the improvement in cash flow from operating activities compared with the previous fiscal year.

The Financial Services segment generated 301.6 billion yen of net cash from operating activities. CashWhile cash declined as a result of an increase in deferred insurance acquisition costs, an increase in future insurance policy benefits and other in accordance with an increase in insurance-in-force caused cash generated from operating activities into exceed expenditures. Compared with the Financial Services segment was 301.6 billion yen, an increase ofprevious fiscal year, cash generated from operating activities increased 17.7 billion yen, or 6.2 percent, compared withpercent.

During the previous fiscal year.

During the year, 767.1 billion yen in cash was used in investing activities (an increase of 48.1 billion yen, or 6.7 percent) due to a significant expansionpercent, compared with the previous fiscal year).

In all segments excluding the Financial Services segment, 369.0 billion yen in payments for investments and advancescash was used in investing activities (a decrease of 156.4 billion yen, or 29.8 percent, compared with the financial services business, resulting from an increase in assets under management.previous fiscal year). The increasedecrease in cash used in investing activities occurred despitedue to a reduction in payments for the purchase of fixed assets during the fiscal year, due to suchthe prioritization in such investments. Payments for the purchase of fixed assets decreased 79.5 billion yen to 388.5 billion yen compared with previous year due to restraintinvestments mainly in the Electronics and Game segments. Other investing

activities during the fiscal year (excludingin all segments excluding the Financial Services)Services segment included approximately 20.0 billion yen thatspent by Sony contributed inas the cash as a portion of its investment in Sony Ericsson Mobile CommunicationsSEMC and 14.9 billion yen spent by Sony investedin its investment in Square Co., Ltd., a major game software developer. Cash

In the Financial Services segment, 401.9 billion yen in cash was used in investing activities in the Financial Services segment was 401.9 billion yen, an(an increase of 110.8 billion yen, or 38.0 percent, compared with the previous fiscal year). The use of cash resulted primarily from a significant expansion of payments for investments and advances in the Financial Services segment, resulting from an increase in assets under management during the fiscal year.

As a result of these factors, net cash flow (the difference between cash generated from operating activities and cash used in investing activities) was negative 29.5 billion yen for the fiscal year. Inyear, an improvement of 144.8 billion yen compared with the previous fiscal year, net cash flow was also negative at minus 174.3 billion yen. Inyear. However, in terms of net cash flow from all segments excluding the Financial Services however,segment, the figure was positive 67.1 billion yen for the fiscal year, a significant improvement over the negative 264.4 billion yen recorded in the previous fiscal year. (Refer to a condensedNet cash flow statement forfrom the Financial Services segment inOperating Performance by Business Segment.)

was negative 100.2 billion yen, a deterioration of 93.0 billion yen compared with the previous fiscal year.

During the fiscal year ended March 31, 2002, 85.0 billion yen of net cash was acquired from financing activities compared to 134.4 billion of cash acquired from financing activities. Sony paid cash dividends of 23.0 billion yen during the fiscal year.

In all segments excluding the Financial Services segment, 31.6 billion yen of net cash was used in financing activities (in the previous fiscal year, 145.5 billion yen of net cash was provided by financing activities). Funds were acquired through issuance of long-term debt and short-term borrowings, including 150.0 billion yen in straight bonds issued by Sony Corporation and 62.0 billion yen in medium termmedium-term notes issued through a finance subsidiary in the U.S.; however, funds were used to redeem long-term debt and repay short-term borrowings. The result of these activities was a 78.1 billion yen decrease during the fiscal year of short-term borrowings, which had increased in the previous fiscal year.

In addition,the Financial Services segment, 120.3 billion yen of net cash was provided by financing activities compared to 86.3 billion yen of cash provided by financing activities. 106.5 billion yen of new funds were acquired in the form of deposits from customers in the banking business that began operations during the fiscal year. Sony paid cash dividends of 23.0 billion yen during the year.

Accounting for all these factors and the effect of exchange rate changes, the total outstanding balance of cash and cash equivalents at the end of the fiscal year increased 76.6 billion yen, or 12.6%,12.6 percent, to 683.8 billion yen, compared with the end of the previous fiscal year.

Cash Flows
(The fiscal year ended March 31, 2001 compared with the fiscal year ended March 31, 2000)
During the fiscal year ended March 31, 2001, Sony generated 544.8 billion yen (a decrease of 34.7 billion yen, or 6.0 percent, compared with the previous year) of net cash from operating activities.||While future insurance policy benefits and other increased, a significant increase in inventories brought about by increased manufacturing output in the Electronics and Game segments, and an increase in notes and accounts receivable contributed to the decrease in net cash from operating activities compared with the previous year. Cash generated from operating activities in the Financial Services segment was 283.9 billion yen, an increase of 109.6 billion yen, or 62.9 percent, compared with the previous fiscal year.
During the year, 719.0 billion yen in cash was used in investing activities (an increase of 269.2 billion yen, or 59.8 percent) due to an expansion in payments for investments and advances in the financial services business, resulting from an increase in assets under management, and an increase in payments for purchases for fixed assets. During the year, payments for the purchases of fixed assets were 468.0 billion yen (an increase of 65.0 billion yen) primarily in the Electronics, Game, and Other segments. Other investing activities (other than Financial Services) included 13.4 billion yen invested in Tokyu Cable Television in Japan. Investments in the U.S. included 8.3 billion yen in Revolution Studios, a film production company. Investments in Europe included 5.3 billion yen in Canal+ Technologies, a developer of digital and interactive television-related software solutions. Cash used in investing activities in the Financial Services segment was 401.9 billion yen, an increase of 110.8 billion yen, or 38.1 percent, compared with the previous fiscal year.
As a result of these factors, net cash flow (the difference between cash generated from operating activities and cash used in investing activities) was a negative 174.3 billion yen for the fiscal year. In the previous fiscal year, net cash flow was a positive 129.8 billion yen. Net cash flow excluding Financial Services was a negative

264.4 billion yen for the fiscal year, a significant deterioration over the positive 15.6 billion yen recorded in the previous fiscal year. (Refer to a condensed cash flow statement for the Financial Services segment inOperating Performance by Business Segment.)
During the year ended March 31, 2001, 134.4 billion yen of net cash was acquired from financing activities. Funds were acquired through a significant increase in both long-term debt and short-term borrowings, at the same time funds were used to pay down long-term debt. The acquisition of funds through the increase in long-term debt came primarily through the issuance in Japan by Sony Corporation of 150.0 billion yen in straight bonds and the issuance in the U.S. of 86.0 billion yen in commercial paper. Sony paid cash dividends of 22.8 billion yen during the year.
Accounting for all these factors and the effect of exchange rate changes, the total outstanding balance of cash and cash equivalents atof all segments excluding the endFinancial Services segment increased 56.5 billion yen, or 18.8 percent, to 356.5 billion yen and of the Financial Services segment increased 20.0 billion yen, or 6.5 percent, to 327.3 billion yen.

Condensed Statements of Cash Flows Separating Out the Financial Services Segment (Unaudited)

The following schedule shows unaudited condensed statements of cash flow for the Financial Services segment and all other segments excluding the Financial Services segment as well as condensed consolidated statements of cash flow. These 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 believes that a comparative presentation 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.

   Year ended March 31

 
   Financial Services

  All other segments
excluding Financial
Services


  Consolidated

 
   2001

  2002

  2001

  2002

  2001

  2002

 
   (Yen in millions) 

Net cash provided by operating activities

  283,922  301,625  260,897  436,059  544,767  737,596 
   

 

 

 

 

 

Net cash used in investing activities

  (291,114) (401,866) (525,334) (368,951) (719,048) (767,117)
   

 

 

 

 

 

Net cash provided by (used in) financing activities

  86,324  120,255  145,466  (31,603) 134,442  85,040 
   

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

  3  3  21,017  21,033  21,020  21,036 
   

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

  79,135  20,017  (97,954) 56,538  (18,819) 76,555 

Cash and cash equivalents at beginning of year

  228,110  307,245  397,954  300,000  626,064  607,245 
   

 

 

 

 

 

Cash and cash equivalents at end of year

  307,245  327,262  300,000  356,538  607,245  683,800 
   

 

 

 

 

 

The Use of EVA® Methodology

Aiming to advance corporate value creation management, Sony uses EVA®*, which reflects cost of capital, as one of its internal evaluation measures. The fiscal year ended March 31, 2003 marked the third year Sony has used EVA®. EVA® is used in the Electronics, Game, Music, and Pictures segments for various internal evaluation measures such as setting, monitoring and evaluating financial performance targets. EVA® is also linked to compensation. As a result, recognition of return on invested capital and cost of capital has spread further within each business unit and proactive efforts have been made to improve EVA®. These efforts include focusing on key businesses in order to concentrate management resources in highly growing and profitable areas and controlling investments and inventories to improve capital efficiency.


*EVA® (Economic Value Added) is a trademark of Stern Stewart & Co.

RESEARCH AND DEVELOPMENT

Recognizing that research and development are indispensable for business growth, Sony actively pursues various technical themes, including technologies that support current services and those that will create new markets. Themes that require rapid commercialization are handled individually by each business unit; themes that have the potential for commercialization within two to three years are pursued by the development divisions of network companies; and strategic future-oriented themes are handled by corporate laboratories under the direct management of Sony Corporate headquarters. This arrangement increases the ability of Sony to react in a rapid and flexible manner to changes in the operating environment. Sony’s thirteen corporate laboratories are listed below:

Content & Applications Laboratory (content related application technology)

Broadband Applications Laboratories (networking related application technology)

Networked CE Development Laboratories (consumer application technology)

Ubiquitous Technology Laboratories (communications and security technology)

Storage Technology Laboratories (storage technology)

Display Technology Laboratories (display technology)

Materials Laboratories (materials and device technology)

Sony Corporate Laboratories Europe (various fields)

A3 Research Center (signal processing technology)

Intelligent Dynamics Laboratory (robotics)

Fusion Domain Laboratory (advanced convergence technology)

Material Science Laboratory (fundamental materials and device technology)

Institute of Environmental Research

In addition, research and development is carried out in close conjunction with two independent research laboratories: Sony Computer Science Laboratories, Inc. (fundamental research and user interface research) and Sony-Kihara Research Center, Inc. (three-dimensional computer graphics and image processing technologies).

Research and development expenses for the fiscal year decreased 18.8ended March 31, 2003 increased 9.9 billion yen, or 3.0%,2.3 percent, to 607.2443.1 billion yen, compared with the end of the previous fiscal year.

RESEARCH AND DEVELOPMENT
Sony believes The ratio of research and development activities are vitalexpenses to sales (excluding the growthFinancial Services segment) increased from 6.1 percent to 6.4 percent. The bulk of its business. Accordingly, Sony actively undertakes research and development in various areas that are expected to become importantexpenses were incurred in the future. Business units are responsible for matters that require rapid introductionElectronics and Game segments; expenses in the Electronics segment decreased 3.1 billion yen, or 0.8 percent, to 380.3 billion yen, and expenses in the market and technology centers handle matters that require lateral coordination. Sony headquarters is responsible for overall strategic matters. Overseas laboratories, taking advantageGame segment increased 13.2 billion yen, or 27.4 percent, to 61.5 billion yen. In the Electronics segment, approximately 66 percent of the strengths and unique characteristics of their respective locales, actively collaborate with the technology centers and laboratories that are under the direct supervision of headquarters.
In order to further strengthen Sony’s positioningexpenses were for the broadband network era,development of new product prototypes while the remaining approximately 34 percent were for the development of mid- to long-term new technologies in April 2002, Sony reorganized the corporate laboratories, overseen directly by headquarters, into the following nine units:
Contents & Applications Laboratory (content related application technology)
Broadband Applications Laboratories (networking related application technology)
Networked CE Development Laboratories (networked consumer electronics technology)
Ubiquitous Technology Laboratories (communications and security technology)
Storage Technology Laboratories
Display Technology Laboratories
Materials Laboratory (material and device technology)
A3such areas as semiconductors, communications, and displays. Research Center (signal processing technology)
Digital Creatures Laboratory (robotic technology)
In addition to the corporate laboratories listed above, three laboratories concentrate on research and development of basic technologiesexpenses in emerging fields. They are the Fusion Domain Laboratory (focusing on leading-edge convergence technology),Game segment increased primarily in the Materials Science Laboratories (focusing on nano-semiconductor and bio-technology), and the Cyber Technologies Laboratory (focusing on information processing technology).
hardware field.

Research and development expenses for the fiscal year ended March 31, 2002 increased 16.5 billion yen, or 4.0 percent, to 433.2 billion yen, compared with the previous fiscal year. The ratio of research and development expenses to sales (excluding the Financial Services segment) increased from 6.0was 6.1 percent, to 6.1 percent. With respect toalmost flat compared with the breakdownprevious fiscal year. The bulk of major research and development expenses were incurred in the Electronics and Game segments; expenses in the Electronics segment increased 2.5 billion yen, or 0.7 percent, to 383.4 billion yen, and expenses in the Game segment increased 14.0 billion yen, or 40.9 percent, to 48.2 billion yen. Of the expenses used inIn the Electronics segment, approximately 64 percent were for development of prototypes of new products and the remainder, approximately 36 percent,

expenses were for the development of mid-to-long termnew product prototypes while the

remaining approximately 36 percent were for the development of mid- to long-term new technologies in such areas as semiconductors, communications, and displays. The increase in expenses used in the Game segment centered on next generationnext-generation semiconductor architecture and network-related technologies for hardware.

Research and development expenses for the fiscal year ended March 31, 2001 increased by 22.2 billion yen, or 5.6 percent, to 416.7 billion yen compared with the previous fiscal year, primarily in the Electronics segment. However, the ratio of research and development expenses to sales (excluding the InsuranceFinancial Services segment) decreased from 6.3 percent to 6.06.1 percent. With respect to the breakdownThe bulk of major research and development expenses suchwere incurred in the Electronics and Game segments; expenses in the Electronics segment increased by 22.8 billion yen, or 6.4 percent, to 380.9 billion yen, and such expenses in the Game segment decreased by 0.7 billion yen, or 1.9 percent, to 34.2 billion yen. Of such expenses inIn the Electronics segment, slightly more than 70 percent wasof the expenses were for development of prototypes of new products and the remainder, slightly less than 30 percent, was for the development of mid-to-long termmid- to long-term new technologies in such areas as semiconductors, communications and displays.

NUMBER OF EMPLOYEESTREND INFORMATION

Sony’s consolidated number of employees at the end of March 2002 was approximately 168,000, a decrease of approximately 13,700 from the end of March 2001. The decrease is attributable to a reduction of the number of employees primarily in the Electronics

Strategic Developments and Music segments.

STRATEGIC DEVELOPMENTS AND FORECASTForecast

This section, including theForecast of Consolidated Results, contains forward-looking statements about the possible future performance of Sony and should be read in light of the cautionary statement on that subject, which appears on the inside front cover page and which applies to this entire document.

The following is a summary of certain recent strategic developments and Sony’s forecast for its fiscal year ending March 31, 2003.

2004.

Management’s Recognition of Issues and Policy regarding those Issues Going Forward

Sony’s management endeavors to develop the best possible management strategy given the current operating environment and information available to it.

The

Over the last few years, the global economicbusiness environment in which Sony operates continued to show weakness during the fiscal year ended March 31, 2002,be stagnant, reflecting the further economic slowdown, weak growth in personal consumption and price competition.

In the Electronics segment, which holds a weakeningvery strong position in the worldwide consumer AV products market, price competition has increased further across a wide range of products including CRT televisions and DVD players which have been commoditized, as well as products previously considered to have comparatively high added value, such as video cameras. To respond to this changing environment, in addition to reducing manufacturing costs and supplying more attractive new products to the consumer, Sony’s goal is to increase its competitive edge by strengthening the in-house production of semiconductors and other devices to raise the added value of its products. In the television business and home video business, demand for new products including flat panel displays, such as plasma and LCD displays, and demand for DVD recorders is currently increasing rapidly, and Sony is expanding its product line-up to meet this increase in demand.

In the Game segment, PlayStation 2 holds an exceptionally high share of the informationglobal game console market, and communications industry. As a result of these challenges, Sony twice revised downwardbelieves that the forecast issued at the beginning of the fiscal year.

In response to the difficultPlayStation 2 business environment, Sony took several steps to improve its performance, especiallyis still in the Electronics,harvest stage. Going forward, Sony will invest heavily in semiconductors for next-generation computer entertainment systems.

In the Music segment, slow worldwide economic growth and Pictures segments, such as the prioritizationeffects of digital piracy and concentration of businesses, aother illegal duplication have led to industry-wide difficulties. In addition to the reduction of fixed costs and a reinforcement of inventory management. In order to strengthen the mobile handset business, Sony established a joint venture with Ericsson on October 1, 2001.

The PlayStation 2 business gained stature during the fiscal year as a platform that generates a positive return through the steady penetrationacceleration of its hardware and the frequent release of attractive software. As a result, in the Game segment, sales exceeded the 1,000 billion yen milestone and profitability significantly increased. During the fiscal year, the second year since its launch, the PlayStation 2 business entered its harvest stage.
Since Sony expects the severe economic environment to continue in the next fiscal year, it plans to raise its level of profitability through further restructuring of the Sony Group—in all the businesses under its umbrella: Electronics, Game, Music, Pictures, Internet Communication Services and Financial Services. Regarding Aiwa

Co., Ltd., in addition to engaging in further restructuring initiatives, Sony decidedis also developing new business models to takegenerate profits through the company private on October 1, 2002 withdigital distribution of content.

In the goalPictures segment, Sony plans to continue to maximize global motion picture revenues through its strategy of distributing a diversified portfolio of motion pictures. The expanding DVD home entertainment market is becoming a more significant source of revenues and profits, both for current releases and for library

product. Additionally, to differentiate itself in the marketplace and to pro-actively address risks of digital piracy, Sony Pictures Digital is developing broadband network strategies to facilitate the integration between Sony’s hardware and content products and create protected revenue-generating alternatives.

In the Financial Services segment, Sony Life has recorded satisfactory growth due to an increase in insurance-in-force, and will continue to provide new products and services to meet the individual needs and preferences of customers.

In 2006, Sony will celebrate its 60th anniversary. In the next three years leading up to this landmark date, Sony will invest a total of 1.3 trillion yen in the following initiatives as it establishes a new brand strategy.

Over the near-termprofit model and in preparation for an environment in which broadband network, which is expected to arrive in the near future,accelerates its transformation into a knowledge- and wireless networks are wide-spread,capital-intensive company.

1)Sony will strengthen its semiconductor business with investments of approximately 500 billion yen over the next three years. The investments will drive the development and manufacture of key devices such as imaging devices, a market for which Sony foresees significant growth, and semiconductors, which make use of the latest process technology, to help form the foundation of its competitive strength in the broadband network era.

2)Sony will increase investment in research and development to enhance the competitiveness of products and will create a new laboratory to further stimulate content distribution. Investment in the development of mid- to long-term new technologies over the next three years will total 500 billion yen (excludes expenses for the development of new product prototypes).

3)In order to transform Sony into a more profitable company, over the next three years Sony expects to incur approximately 300 billion yen in restructuring costs for a variety of initiatives, including the further pursuit of downsizing and withdrawal from selected businesses and the continued implementation of fixed cost reductions.

In addition, Sony expects to position Electronics, Game and Content (which includes Music and Pictures) as its core sectors. Sony intends to strengthen the competitiveness of these sectors by clarifying their principal business domains and concentrating its resources on them.

The first step in this process was the establishment of the “Network Application and Content Service Sector” (“NACS”) in April 2002, designed to strengthen mutual cooperation between the network-related businesses in these sectors.
Sony aims to bolster the technology and expertise of the Sony Group and to achieve a competitive advantage in the market through the promotion of various alliances with partners outside of Sony.
Through all of these initiatives, Sony seekswill continue to strengthen its brand valuepotential for growth, competitiveness, and create corporate value as a globalearnings capacity in the middle to long term through strategic alliances and other endeavors.

“Media & Technology Company”.

Recent Strategic Developments and Business Alliances

In an environment of rapidly advancing technology, Sony is engaging in alliances with other companies to quickly and efficiently expand its business given limited resources.

Sony believes that its future growth is dependent upon the creation of a new market which combines the latest content (including game, video and music) over an integrated platform that builds upon advanced devices in the Electronics segment and leading-edge semiconductor technology adopted by the Game segment.

In the area of semiconductors and devices, in May 2001,April 2003, Sony Computer Entertainment Inc. (“SCEI”) and ToshibaSony Corporation agreed to develop jointly process and design technologies for 0.1 micron and 0.07 micronannounced that together they will invest a total of approximately 200 billion yen during the next generation system large scale integration (LSI). Joint development, taking place at a Toshiba laboratory, began in May 2001, and is planned to continue through the end ofthree fiscal years, beginning with the fiscal year ending March 31, 2004. The research budget is 15.0 billion yen, with each company contributing half. In addition to this agreement, IBM Corporation, Sony Corporation, Sony Computer Entertainment Inc., and Toshiba Corporation announced in April 2002 their agreement to develop jointly next generation and beyond semiconductor process technology over the next several years, using silicon-on-insulator technology and leading-edge materials. In this alliance, several hundred million U.S. dollars will be spent over four years to develop new process technologies with features as small as 0.05 micron on 300 mm wafers.

In the area of flat-panel display devices, in January 2002, Sony Corporation and Toyoda Automatic Loom Works, Ltd. each invested an additional 10.0 billion yen, for a total of 20.0 billion yen, in ST-LCD, a joint venture company previously established by the two companies. With demand for low-temperature polycrystalline silicon TFT LCDs expected to increase, the additional investment was made in accordance with ST-LCD’s expenditure of 75.0This amount includes 73 billion yen to establish a second production line in the fall of 2001, with plans to start operation of that linebe invested during the fiscal year ending March 31, 2003. After2004 for the installation of a semiconductor fabrication line to build chips with 65 nanometer line width on 300 mm wafers. With this investment, SCEI will be able to manufacture a new microprocessor for the total paid-in capital of ST-LCD was 50.0 billion yen, 25.0 billion yen of which was provided by Sony.
In the area of mobile phone handsets, Sony and Ericsson of Sweden invested equally to establish Sony Ericsson Mobile Communications, a company devoted to expanding mobile phone business worldwide. This company began operations in October 2001. The mobile phone businesses of both companies have been transferred to the new company which is now solely responsible for product research, design, and development,broadband era, as well as marketing, sales, distribution,other system LSIs for the broadband era, which will be used in a next generation computer entertainment system. This investment serves an important role in developing future broadband network businesses, not only for SCEI, but also for Sony as a whole. Since the spring of 2001, SCEI has been engaged, together with IBM Corporation and customer service.
In orderToshiba Corporation, in the development of new microprocessors for the broadband era. Since the spring of 2002, Sony Corporation has participated in this three-company alliance for the development of advanced semiconductor process technologies. Research and development of digital signal processing technologies for broadband

applications are also underway. By means of this investment, SCEI and Sony Corporation aim to implement a new brand strategy, Sony decided to take Aiwa Co., Ltd. (“Aiwa”) private through a stock exchange on October 1, 2002. The transaction is contingent upon Aiwa undertaking further restructuring initiatives including significant reductions in consolidated fixed costs by October 1.

In the Game segment, Sony Computer Entertainment Inc. (“SCEI”) acquired all new shares issued by Square Co., Ltd. in October 2001. SCEI invested approximately 14.9 billion yen, acquiring approximately 19 percent of Square’s total shares outstanding. The purpose of the investment was to improve the game softwareeffectively conduct test production and development capabilitiesto quickly establish a mass production system with a 65 nanometer embedded DRAM process.

Regarding the convergence of Square,Electronics and Game, in May 2003, Sony announced plans to sell PSX, the first commercial product in which Electronics and Game converge. Combining DVD and hard disk drive recorders, PSX will spawn a company which owns popular software titles for usecompletely new product category. PSX will be based on the operating system and semiconductors used in PlayStation 2, will have a television and broadcast satellite tuner inside, and will be compatible with PlayStation and PlayStation 2 platform.

games. Recording and playback of television programs is just one of its many functions. Users can also view still and moving images from digital still and video cameras as well as enjoy music CDs and video games. The unit accepts a variety of home-use disc-based media as well as the Memory Stick, and it can be linked to an Ethernet network. PSX is slated to go on sale in Japan late in 2003 and in Europe and the U.S. in 2004. Inside PSX is technology from the Game and Electronics segments. PlayStation 2 technology includes the EmotionEngine and Graphics Synthesizer semiconductors as well as PlayStation 2’s operating system. Our Electronics segment is the source of the semiconductor laser, recordable DVD drive, codec (data compression and decompression) technology and many other sophisticated technologies at the heart of PSX.

Also, SCEI plans to introduce a new, all-in-one portable entertainment platform, PSP, which utilizes a newly developed small optical disc, scheduling a release for the third quarter ending December 31, 2004. The foundation of this new platform is the Universal Media Disc (UMD), which is comprised of a 60mm optical disc (1.8 GB) in a cartridge developed by Sony utilizing its latest disc technologies. Compared to the mask ROM cartridge, the optical disc has significant advantages such as shorter turn around time for manufacturing, larger data capacity and lower media costs. The latest copy-protection technology will be applied to offer content developers and publishers a safe and copy-protected environment.

To establish business models which combine hardware with networks, in AprilNovember 2002, Sony Corporation of America, a subsidiary of Sony Corporation, together with other investors, executed a definitive agreement to acquire all of the outstanding common stock of InterTrust for approximately 453 million U.S. dollars. In January 2003, the acquisition of InterTrust by Sony Corporation of America, Koninklijke Philips Electronics N.V. of Holland, and RealNetworks® Inc. entered intoanother investor was successfully completed. InterTrust is a strategic alliance relatingleading holder of intellectual property in digital rights management. This transaction fits with Sony’s network strategy which is to software technology that is usedenable wide access to secure digital content through networks.

In order to further expand its music catalogue, in the distribution of digital content. On May 1,August 2002, Sony also acquired approximately 1 percent of RealNetworks’ total shares outstanding. The agreement represents an extension of an existing relationship between the two companies and was undertaken to respond to the rapid expansion of network distribution of digital audio and video content to personal computers and to a new generation of networked consumer electronics products. Both companies are committed to working together to provide user-friendly technology that will expand digital distribution business opportunities.

In the Music segment, U.S. based Sony Music Entertainment Inc. and Universal Music Group established aSMEI’s joint venture publishing company Sony/ATV Music Publishing LLC purchased from Gaylord Entertainment Company the music publishing catalogue and real estate of Acuff-Rose, a music publishing business, for 157 million U.S. dollars in December 2000 known as pressplay. pressplay began a subscription-based digital music distribution service in the U.S. in December 2001.
In the Pictures segment, U.S. based Sony Pictures Entertainment partnered with four other studios in the U.S. to establish Movielink in August 2001. Movielink will offer a broad selection of theatrically released motion pictures via digital delivery for broadband Internet users in the U.S. The service is expected to begin in late 2002.
In the Financial Services segment, Sony Bank Inc., which was established as a personal Internet bank, began operations in June 2001. The total paid-in capital of the bank is 37.5 billion yen, 30.0 billion yen of which was provided by Sony Corporation. In April 2002, Sony Finance International, Inc. began deployment of eLIO, a safe and easy-to-use credit service based on“FeliCa.” “FeliCa” is a non-contact IC card technology developed independently by Sony for Internet shopping. The service is designed to make shopping via the Internet in the broadband era both personal and convenient. Simultaneously with the deployment of the eLIO service, Sony began gathering subscribers to the“My Sony Card,” a credit card which has eLIO built-in.
The Use of EVAcash.

® Methodology

Aiming to increase corporate value, Sony uses EVA®* as one of its internal evaluation measures. In the Electronics segment, the first segment to introduce EVA® as a means of evaluating overall performance, recognition of return on invested capital and cost of capital has spread and proactive efforts have been made to improve EVA®. These efforts include a focus on key businesses to concentrate management resources in highly growing and profitable areas and a control of investments and inventories to improve capital efficiency. Sony has also introduced EVA® as a means of evaluating the overall performance of the Game, Music and Pictures segments.
In addition to introducing EVA® as a means of evaluating segment performance, Sony is working to link EVA® to its compensation system so that the actions of Sony group employees are connected to an increase in corporate value. The Electronics segment was also the first segment to introduce this compensation-link system. In this segment, at Sony Corporation, achievement of EVA® targets are linked to a portion of the annual bonus for all managers, in addition to the bonuses of executive officers and higher-ranking managers for which the system was already introduced. Sony is currently reviewing how best to implement the EVA®-based compensation system in the Music and Pictures segments.

*EVA® (Economic Value Added) is a trademark of Stern Stewart & Co.

Forecast of Consolidated Results

Factors which may affect Sony’s financial performance include the following: market conditions, including general economic conditions, in major areas where Sony conducts its businesses, such as general economic conditions, levels of consumer spending, foreign exchange fluctuations, taxation policies of individual countries, and trading tariffs, as well as subjective and changing consumer preferences and changing demographics, penetration ratios of products, Sony’s ability to continue to design, develop, manufacture, sell, and win acceptance of its products and services, procurementSony’s ability to continue to implement personnel reduction and other business reorganization activities, Sony’s ability to implement its network strategy, and implement successful sales and distribution strategies in the light of key devices,the Internet and other technological developments, Sony’s ability to devote sufficient resources to research and development, expenses and depreciation expenses on capital expenditures for making high value-added and digital network products, Sony’s ability to protect its intellectual property,prioritize capital expenditures, and various costs including expenses for raw materials, personnel,the success of Sony’s joint ventures and royalties.

alliances. Risks and uncertainties also include the impact of any future events with material unforeseen impacts. Refer also to the “Cautionary Statement”.

Regarding the forecast of consolidated results for the fiscal year ending March 31, 2003,2004, Sony expects the severe operatinguncertain economic environment is expected to continue due to such factors as continued uncertainty stemming from an economic recovery in the U.S. that is weaker than the recovery seen inthis fiscal year, with personal consumption declining and price competition intensifying. As a normal business cycle, a trend toward falling prices in accordance with worldwide commoditization in the electronics industry, and no change in indications that the music industry is maturing. However,result, Sony’s consolidated sales, are expected to increase, and operating income, income before income taxes,

and net income are expected to improvedecrease compared with the fiscal year ended March 31, 2002.2003. This forecast assumes that the yen for the fiscal year ending March 31, 20032004 will weakenstrengthen against the U.S. dollar and will weaken against the euro, in each case compared with the fiscal year ended March 31, 2002.

The2003.

In response to this uncertain environment, Sony has decided to implement a restructuring program, primarily in the Electronics segment, which will be even more aggressive than the one it implemented in the fiscal year just ended. As a result, Sony expects to record restructuring charges of approximately 140 billion yen across the Sony Group, which will result in a decrease in consolidated operating income.

One of the reasons for the expected decrease in income before income taxes is the gain of 66.5 billion yen recorded in the fiscal year ended March 31, 2003, due to the sale of Sony’s equity interest in Telemundo.

Electronics

Although sales from plasma televisions, LCD televisions, digital still cameras, personal digital assistants, CCDs, and other products are expected to increase, Sony expects segment sales to decrease because an increase in the percentage of PlayStation 2 hardware production outsourced to third parties will result in a decrease in intersegment sales to the Game segment and the net effect of foreign exchange rates is likely to negatively impact results. Operating income is also expected to decrease due to increased restructuring expenses.

Game

Although strong sales of software for the PlayStation 2 will continue, Sony expects segment sales to decrease. Sony has set a cautious forecast of 20 million units for PlayStation 2 hardware production shipments due to concern that the global economy will contract, and Sony expects PS one units to decrease year on year. Regarding operating income, although growth in PlayStation 2 software sales and other factors will positively influence profitability, the effect of the aforementioned consolidated forecastdecrease in sales, combined with the start, in earnest, of investments in next-generation computer entertainment systems (including research and development expenses), leads Sony to anticipate a drop in operating income.

Music

Sony expects sales to decrease due to the expected continued contraction in the music industry and a reduction in the unit price of DVDs in the manufacturing division. However, a decrease in restructuring expenses, the benefits of restructuring activities already carried out, and a decrease in talent-related expenses are projected to return the segment to profitability.

Pictures

Sony forecasts that sales and operating income will decrease compared with the fiscal year ended March 31, 2003 because record sales and operating income were recorded in the fiscal year ended March 31, 2003 due to the success of box office hits such asSpider-Man.

Financial Services

Although increased revenue is anticipated in the life and automobile insurance businesses, due to the planned expansion of these businesses, increased expenses, such as expenses resulting from the planned expansion of Sony Finance International Inc.’s credit card business and other factors, are expected to lead to a decrease in operating income.

Capital Expenditures

Sony will strengthen its semiconductor business with investments of approximately 500 billion yen over the next three years. Over the next three years Sony is planning to invest approximately 200 billion yen of this 500 billion yen in semiconductor production facilities for next-generation broadband processors, of which

approximately 73 billion yen is expected to be invested in the fiscal year ending March 31, 2004. Across the Sony Group, Sony expects capital expenditures for the fiscal year ending March 31, 2003 includes the following factors:

In the Electronics segment, operating income is expected2004 to increase significantly while sales are expectedamount to decrease slightly. By business category, we expect to improve the profitability of our brand business through the strengthening of our television and display device businesses, the enhancing of our network-capable products and the augmenting of our cost competitiveness. Also, we expect to expand our charge coupled device (“CCD”) and high temperature poli-silicon liquid crystal display (“LCD”) enterprises in our semiconductor business, and strengthen our low temperature poli-silicon LCD and battery enterprises in our device business. An improvement in our broadcast and professional use equipment business is also expected. Continued losses at Aiwa Co. Ltd., in part due to further restructuring efforts, are expected.
approximately 350 billion yen.

Depreciation Expenses

In the Game segment, an increase in sales is expected as a result of an increase in software unit sales and further penetration of PlayStation 2 hardware. In terms of profit performance, an increase in operating income is expected as a result of an increase in the previously mentioned unit sales of software, and as a result of further reductions in the manufacturing cost of PlayStation 2 hardware.

In the Music segment, an increase in sales is expected as a result of the strength of the new release schedule. Profitability is expected to improve as a result of the realization of savings due to restructuring initiatives.
In the Pictures segment, an increase in sales is expected due to the release of major motion pictures includingSpider-Man. An improvement in profitability is expected due to the strong theatrical performance ofSpider-Man, an increase in operating income in the U.S. cable oriented television business, and the realization of savings due to restructuring initiatives.
In the Financial Services segment, an increase in sales is expected due to an increase in insurance-in-force from individual insurance products in both the life insurance and non-life insurance businesses. Although losses are expected to continue to be recorded in the non-life insurance business and the banking business, operating income is expected to increase for the segment due to the increase in insurance-in-force from individual life insurance products in the life insurance business.
In the first quarter of the fiscal year ending March 31, 2003, Sony received 679 million U.S. dollars in proceeds2004, expenses for depreciation and recordedamortization, which includes the amortization of intangible assets and the amortization of deferred insurance acquisition costs, are expected to be approximately 500 million U.S. dollars in gain on sales390 billion yen, an increase of securities investments and other, net (in other income)38.0 billion yen, or 11 percent. This is because expenses for the saleamortization of Telemundo Communications Group, Inc.deferred insurance acquisition costs in the Financial Services segment are expected to increase although expenses for depreciation and affiliates, an affiliated company accounted for underamortization are expected to be flat in the equity method.
Electronics segment.

Research and Development

Sony expects research and development expenses (total of expenses for the development of new product prototypes and expenses for the development of mid- to long-term new technologies) for the fiscal year ending March 31, 2003 are expected2004 to remain at the same level asincrease slightly compared with the fiscal year ended March 31, 2002. This reflects, in2003. In the Electronics segment, Sony anticipates research and development expenses to center around the introduction of new product introduction activitiesproducts and communications technology, next generation displays, optical and magnetic storage media and semiconductor technology. In the Game segment, the main expenses are expected to be for the development of semiconductor technology, the development of software for the PlayStation 2, and research and development activitiesfor next-generation computer entertainment systems. Sony expects that investment in such areas as communications, next-generation displays, optical/magnetic data storage, and semiconductors and, indevelopment of mid- to long-term new technologies over the Game segment, research and development activities in such areas as semiconductor and network-related technology, as well as development and production activities for PlayStation 2 game software.

Capital expenditures (additions to fixed assets) for the fiscal year ending March 31, 2003 are expected to decrease by approximately 47.0next three years will total 500 billion yen or approximately 14 percent, to approximately 280.0 billion yen, compared with those in the fiscal year ended March 31, 2002. This is primarily because we plan to prioritize investment in manufacturing equipment for electronic devices including semiconductors and LCDs.
Depreciation and amortization expenses, including amortization of intangible assets and of deferred insurance acquisition costs, for the fiscal year ending March 31, 2003 are expected to be almost flat at approximately 350.0 billion yen compared with those in the fiscal year ended March 31, 2002. This reflects an increase in amortization of deferred insurance acquisition costs to be offset by a decrease of depreciation in the Electronics segment. Depreciation(excluding expenses for the fiscal year ending March 31, 2003 are expected to decrease by approximately 38.0 billion yen, or approximately 13 percent, to approximately 260.0 billion yen, compared with those in the fiscal year ended March 31, 2002.
Dividend Policy
A year-end cash dividenddevelopment of 12.5 yen per share of Sony Corporation common stock was approved at the ordinary general meeting of shareholders, which was held on June 20, 2002. Sony Corporation had already paid 12.5 yen per share to each shareholder; accordingly the annual cash dividend per share was 25.0 yen.
Sony believes that by continuously increasing corporate value, its shareholders can be rewarded. Accordingly, as for retained earnings, Sony plans to utilize them to carry out various investments that are indispensable for ensuring future growth and strengthening competitiveness.
new product prototypes).

CRITICAL ACCOUNTING POLICIES

The SEC recently issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” (“FRR 60”), suggesting companies provide additional disclosure and commentary on those accounting policies considered most critical. FRR 60 considers an accounting policy to be critical if it is important to the Company’s financial condition and results of operations, and requires management’s subjective or significant judgment, often as a result of estimates about the effect of matters that are inherently uncertain. For a summary of Sony’s significant accounting policies, including the critical accounting policies discussed below, please see Note 2 of Notes to the Consolidated Financial Statements.

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, Sony evaluates its estimates which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The results of these evaluations form the basis for making judgments about the carrying values of assets and liabilities and the reported amountamounts of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions. TheSony believes that the following represent critical accounting policies of the company that require significant management judgments and estimates.

Impairment of long-lived Assetsassets

Sony reviews the carrying value of its long livedlong-lived assets held and used intangible assets that do not have indefinite lives and long-lived assets to be disposed of whenever events or changes in circumstances indicate that

the carrying value of the assets may not be recoverable. This review is performed using estimates of future cash flows.flows by product category (e.g. 15 inch computer display CRT) or entity (e.g. semiconductor manufacturing division in the U.S.). If the carrying value of the asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the asset exceeds its fair value. Fair value is determined using the present value of estimated net cash flows or comparable market values.

Management believes that the estimates of future cash flows and fair value are reasonable; however, changes in estimates resulting in lower future cash flows and fair value due to unforeseen changes in business assumptions such as a drastic decline of demand for computer display CRTs due to a change in the tastes of consumers could negatively affect the valuations of those long-lived assets.

In the year ended March 31, 2003, Sony recorded impairment charges for long-lived assets totaling 12.4 billion yen. It included 8.1 billion yen for the impairment of semiconductor and computer display CRT manufacturing equipment to be abandoned or sold in connection with certain Electronics restructuring activities. It also included 2.7 billion yen for the impairment of a CD manufacturing facility in the U.S., of which the fair value was estimated by using such methods as a survey of the local real estate market.

Goodwill and other intangible assets

Goodwill and other intangible assets that are determined to have an indefinite life are not amortized and are tested for impairment in accordance with FAS No. 142 on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of these assets below their carrying value. Such an event would include unfavorable variances from established business plans or significant changes in forecasted results, which are periodically reviewed by management. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit (generally, Sony’s operating segments) with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The impairment test for other intangible assets consists of a comparison of the fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Determining the fair value of a reporting unit under the first step of the goodwill impairment test and determining the fair value of individual assets and liabilities of a reporting unit (including unrecognized intangible assets) under the second step of the goodwill impairment test is judgmental in nature and often involves the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. These estimates and assumptions could have a significant impact on whether or not an impairment charge is recognized and also the magnitude of any such charge. In its impairment review, Sony performs internal valuation analyses and considers other market information that is publicly available. Estimates of fair value are primarily determined using discounted cash flows. This approach uses significant estimates and assumptions including projected future cash flows, timing of such cash flows, discount rates reflecting the risk inherent in future cash flows, perpetual growth rates, determination of appropriate market comparables and the determination of whether a premium or discount should be applied to comparables. Since the adoption of FAS No. 142, Sony has performed internal valuation analyses on an annual basis and no material impairment loss has been recognized. Management believes that the estimates of future cash flows and fair value are reasonable; however, changes in estimates resulting in lower future cash flows and fair value due to unforeseen changes in business assumptions could negatively affect the valuations, which may result in Sony recognizing the impairment of those long-lived assets.

Goodwillgoodwill and other intangible assets
Goodwill and other intangible assets that are determined to have an indefinite life are not amortized and are tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce in the future. As of March 31, 2003, a 10% decrease in the fair value of these assets below their carrying value. Faireach of Sony’s reporting units would not have resulted in a material impairment charge.

Investments

Sony’s investments are comprised of debt and equity securities accounted for under both the cost and equity method of accounting. If it has been determined that an investment has sustained an other-than-temporary decline

in its value, for these assetsthe investment is determined usingwritten down to its fair value by a discounted cash flow analysis,charge to earnings. Sony regularly evaluates its investment portfolio to identify other-than-temporary impairments of individual securities. Factors that are considered by Sony in determining whether an other-than-temporary decline in value has occurred include: the length of time and extent to which is based on an authorizedthe market value of the security has been less than its original cost, the financial condition, operating results, business plan. Management believes that the estimates ofplans and estimated future cash flows of the issuer of the security, other specific factors affecting the market value, deterioration of credit condition of the issuers, sovereign risk, and ability to retain the investment for a period of time sufficient to allow for the anticipated recovery in market value.

In evaluating the factors for available-for-sale securities whose fair values are readily determinable, management presumes a decline in value to be other-than-temporary if the fair value of the security is 20 percent or more below its original cost for an extended period of time (generally a period of up to six to twelve months). This criteria is employed as a threshold to identify securities which may have a decline in value that is other-than-temporary. The presumption of an other-than-temporary impairment in such cases may be overcome if there is evidence to support that the decline is temporary in nature due to the existence of other factors which overcome the duration or magnitude of the decline. On the other hand, there may be cases where impairment losses are reasonable; however, changesrecognized when the decline in the fair value of the security is not more than 20 percent or such decline has not existed for an extended period of time, as a result of considering specific factors which may indicate the decline in the fair value is other-than-temporary.

The assessment of whether a decline in the value of an invest is other-than-temporary is often judgmental in nature and involves certain assumptions and estimates resulting in lowerconcerning the expected operating results, business plans and future cash flows and fairof the issuer of the security. Accordingly, it is possible that investments in Sony’s portfolio that have had a decline in value duethat the Company currently believes to unforeseen changesbe temporary may determine to be other-than-temporary in business assumptions could negatively affect the valuations.

future based on the Company’s evaluation of additional information such as continued poor operating results, future broad declines in value of worldwide equity markets or circumstances in worldwide interest rate fluctuations. As a result, unrealized losses recorded for investments may be recognized into income in future periods.

Pension benefitbenefits costs

Employee pension benefit costs and obligations are dependent on certain assumptions used by actuaries in calculating such amounts. These assumptions includeincluding discount rates, retirement rates and mortality rates, which are based upon current statistical data, as well as salary growth,expected long-term rate of return on plan assets and other factors. Specifically, the discount rate and expected long-term rate of return on assets are two critical assumptions in the determination of periodic pension costs and pension liabilities. Assumptions are evaluated at least annually, and events may occur or circumstances change which may have a significant effect on critical assumptions. In accordance with U.S.GAAP,U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore,periods. Therefore, actual results generally affect recognized expenseexpenses and the recorded obligations for pensions in future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect Sony’s pension obligations and future expense.

Sony’s principal pension plans are its Japanese pension plans. Foreign pension plans are not significant individually with total assets and pension obligation amounting to less than 10% of those of the Japanese plans.

Sony used a discount rate of 1.9% for its Japanese pension plan as of March 31, 2003. The discount rate was determined by using available information about rates of return on high-quality fixed-income investments currently available and expected to be available during the period to maturity of the pension benefit. The 1.9% discount rate represents a 50 basis point reduction from the 2.4% discount rate used for the fiscal year ended March 31, 2002 and reflects market interest rate conditions. For Japanese plans, a 50 basis point decrease in the discount rate would increase pension expenses by approximately 12.0 billion yen, compared to the year ended March 31, 2003.

To determine the expected long-term rate of return on pension plan assets, Sony considers the current and expected asset allocations, as well as historical and expected long-term rate of returns on various categories of plan assets. For Japanese pension plans, the expected long-term rate of return on pension plan assets was 4.0% as of March 31, 2002 and March 31, 2003. The actual return on pension plan assets for the year ending March 31, 2003 was a negative return of 14.6%. Consistent with U.S. GAAP, actual results that differ from the expected return on plan assets are accumulated and amortized as a component of pension expense over the average future service period, thereby reducing the year-to-year volatility in pension expense. At March 31, 2002 and 2003, Sony had unrecognized actuarial losses of 325.6 billion yen and 513.0 billion yen, respectively, including losses related to plan assets. The unrecognized actuarial losses reflect the unfavorable performance of equity markets over the past two years and will result in an increase in pension expense as they are recognized.

Sony recorded a liability for the unfunded accumulated benefit obligation for Japanese pension plans of 148.0 billion yen and 308.7 billion yen as of March 31, 2002 and 2003, respectively. This liability represents the excess of the accumulated benefit obligation under Sony’s qualified defined benefit pension plans over the fair value of the plans’ assets. In accordance with U.S. GAAP, this liability was established by a charge to stockholders’ equity, resulting in no impact to the accompanying consolidated statement of income.

The following table illustrates the sensitivity to a change in the discount rate and the expected return on pension plan assets, while holding all other assumptions constant, for Japanese pension plans as of March 31, 2003:

Change in Assumption


PBO

Pre-Tax Pension
Expense


Equity
(Net of Tax)


(Yen in billions)

25 basis point increase / decrease in discount rate

-/+50.0-/+6.0+/-3.1

25 basis point increase / decrease in expected return on assets

--/+1.0+/-0.6

Future insurance policy benefits

Liabilities

Long-term liabilities for future policy benefits are established in amounts adequate to meet the estimated future obligations of policies in force. These liabilities are computed by the net level premium method based upon estimates as to future investment yields, mortalities,yield, mortality, morbidity, withdrawals and other factors. Future policy benefits are computed using interest rates ranging from approximately 1.5%1.00% to 6.25%5.50%. Mortality, morbidity and withdrawal assumptions for all policies are based on either the life insurance subsidiary’s own experience or various actuarial tables. Generally these assumptions are “locked-in” upon the issuance of new insurance. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect Sony’s future insurance policy benefits.

Tax asset valuation

In establishing the appropriate valuation reserve for tax loss carry-forwards, all available evidence, both positive and negative, needs to beis considered. Information on historical results is supplemented by all currently available information on future years, as realization of tax loss carry-forwards is dependent on each company or tax filing unit generating sufficient taxable income prior to expiration of the loss carryforwards. The estimates and assumptions used in determining future taxable income are consistent with those used in Sony’s approved forecasts of future operations. Although realization is not assured, management believes judging from an authorized business plan, it is more likely than not that all of the deferred tax assets, less valuation allowance, will be realized. The amount of such net deferred tax assets which are considered realizable, however, could change in the near term if estimates of future taxable income during the carryforward period are changed.

A decrease in the amount of deferred tax assets considered realizable due to a change in the estimate of future taxable income may result in higher income tax expense in future periods.

Film accounting

An aspect of film accounting that requires the exercise of judgment relates to the process of estimating the total revenues to be received throughout a film’s life cycle. Such estimate of a film’s ultimate revenue is

important for two reasons. First, while a film is being produced and the related costs are being capitalized, it is necessary for management to estimate the ultimate revenue, less additional costs to be incurred, including exploitation costs which are expensed as incurred, in order to determine whether the value of a film has been impaired and thus requires an immediate write off of unrecoverable film costs. Second, the amount of film costs recognized as cost of sales for a given film as it is exhibited in various markets throughout its life cycle is based upon the proportion that current period actual revenues bear to the estimated ultimate total revenues.

Management bases its estimates of ultimate revenue for each film on several factors including the historical performance of similar genre films, the star power of the lead actors and actresses, the expected number of theaters at which the film will be released, anticipated performance in the home entertainment, television and other ancillary markets, and agreements for future sales. Management updates such estimates based on the actual results to date of each film. While management believesFor example, a film that has resulted in lower than expected theatrical revenues in its initial weeks of release would generally have its theatrical, home video and distribution ultimate revenues adjusted downward; a failure to do so would result in the estimates are reasonable, differences in actual experience or changes in estimates may affectunderstatement of amortized film costs for the future valuation or amortizationperiod. Since the total film cost to be amortized for a given film is fixed, the estimate of ultimate revenues impacts only the timing of film costs.

cost amortization.

For a summary of Sony’s significant accounting policies, including the critical accounting policies discussed above, please see Note 2 of Notes to the Consolidated Financial Statements.

RECENTLY ADOPTED ACCOUNTING STANDARDS

Derivative instruments and hedging activities
On April 1, 2001, Sony adopted Statement of Financial Accounting Standards (“FAS”) No. 133,“Accounting for Derivative Instruments and Hedging Activities” as amended by FAS No. 138,“Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment of FASB Statement No. 133”. FAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments. Specifically, FAS No. 133 requires an entity to recognize all derivatives, including certain derivative instruments embedded in other contracts, as either assets or liabilities in the balance sheet and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either stockholders’ equity or net income depending on whether the derivative instruments qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity.
As a result of the adoption of the new standards, Sony’s operating income, income before income taxes and net income for the year ended March 31, 2002 decreased by 3.0 billion yen, 3.4 billion yen and 2.2 billion yen, respectively. Additionally, on April 1, 2001, Sony recorded a one-time non-cash after-tax unrealized gain of 1.1 billion yen in accumulated other comprehensive income in the consolidated balance sheet, as well as an after-tax gain of 6.0 billion yen in the cumulative effect of accounting changes in the consolidated statement of income. This after-tax gain was primarily attributable to fair value adjustments of convertible rights embedded in convertible bonds held by Sony’s life insurance subsidiary as available-for-sale debt securities.
Goodwill and other intangible assets
In July 2001, the Financial Accounting Standards Board (“FASB”) issued FAS No. 142,“Goodwill and Other Intangible Assets” which supersedes Accounting Principles Board Opinion (“APB”) No. 17,“Intangible Assets”. This new statement addresses the accounting for acquired goodwill and other intangible assets. Sony elected early adoption of this new accounting standard retroactive to the beginning of the fiscal year. Under FAS No. 142, goodwill and certain other intangible assets that are determined to have an indefinite life will no longer be amortized, but rather will be tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of these assets below their carrying amount. Prior to the adoption of FAS No. 142, goodwill recognized in acquisitions accounted for as purchases was amortized on a straight-line basis principally over a 20 or 40-year period. As a result of the adoption of FAS No. 142, Sony’s operating income and income before income taxes for the year ended March 31, 2002 increased by 20.1 billion yen and income before cumulative effect of accounting changes as well as net income for the year ended March 31, 2002 increased by 18.9 billion yen.
Business combinations
In July 2001, the FASB issued FAS No. 141,“Business Combinations”. FAS No. 141 supersedes APB No. 16,“Business Combinations” and FAS No. 38,“Accounting for Preacquisition Contingencies of Purchased

Enterprises”. Under FAS No. 141, all business combinations are required to be accounted for under a single method, the purchase method. This new statement prohibits the use of the pooling-of-interests method, which was previously permitted under APB No. 16, for business combinations initiated after June 30, 2001.
Accounting for consideration paid to a reseller
In the fourth quarter of the year ended March 31, 2002, Sony adopted Emerging Issues Task Force (“EITF”) Issue No. 00-25, “Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor’s Products” (“EITF No. 00-25”), which was later codified along with other similar issues into EITF Issue No. 01-09,“Accounting for Consideration Given by a Vendor to a Customer or Reseller of the Vendor’s Products” (“EITF No. 01-09”), retroactive to April 1, 2001. EITF No. 01-09 clarifies the income statement classification of costs incurred by a vendor in connection with the reseller’s purchase or promotion of the vendor’s products, resulting in certain cooperative advertising and product placement costs previously classified as selling, general and administrative expenses to be reflected as a reduction of revenues earned from that activity. The accounting change did not have any effect on operating income or a material effect on net sales and selling, general and administrative expenses for the year ended March 31, 2002. Sony has not reclassified the financial statements for prior years due to immateriality.
Film accounting
In June 2000, Sony elected early adoption of Statement of Position (“SOP”) 00-2,“Accounting by Producers or Distributors of Films”, issued by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants. SOP 00-2 established new film accounting standards, including changes in revenue recognition and accounting for advertising, development and overhead costs. Specifically, SOP 00-2 requires all exploitation costs, such as advertising expenses and marketing costs, for theatrical and television product to be expensed as incurred. This compares to Sony’s previous policy of first capitalizing and then expensing advertising costs for theatrical and television product over the related revenue streams. In addition, SOP 00-2 requires development costs for abandoned projects and certain indirect overhead costs to be charged directly to expense, instead of those costs being capitalized to film costs, which was required under the previous accounting standards. SOP 00-2 also requires all film costs to be classified in the balance sheet as non-current assets. The provisions of SOP 00-2 in other areas, such as revenue recognition, generally are consistent with Sony’s existing accounting policies.
Sony adopted SOP 00-2 retroactive to April 1, 2000. As a result, Sony’s net income for the year ended March 31, 2001 included a one-time, non-cash charge with no tax effect of 101.7 billion yen, primarily to reduce the carrying value of its film inventory. The charge has been reflected as a cumulative effect of an accounting change in the accompanying consolidated statements of income.
Revenue recognition
In the fourth quarter of the year ended March 31, 2001, Sony adopted Staff Accounting Bulletin (“SAB”) No. 101,“Revenue Recognition in Financial Statements”, issued by the United States of America Securities and Exchange Commission retroactively to April 1, 2000. As a result, Sony has changed its method of accounting for revenues from electronics, game and music sales. Revenues from electronics, game and music sales are recognized upon delivery which is considered to have occurred when the customer has taken title to the product and the risk and rewards of ownership have been substantively transferred. Following SAB No. 101, revenues are recognized when the product is delivered to the customer delivery site. Previously Sony followed the guidance of FASB Statement of Financial Accounting Concept (“SFAC”) No. 5 “Recognition and Measurement in Financial Statements of Business Enterprises” in which revenues were recognized when Sony had substantially completed all of its obligations pursuant to the terms of the sales contract. Under the guidance of SFAC No. 5, Sony viewed its obligation under the sales contract to be substantially completed when products were shipped and recognized revenues at that time. In accordance with SAB No. 101, Sony has recorded a one-time non-cash charge of 2.8

billion yen, including 0.5 billion yen income tax expense, which represents the net impact of sales that were previously recognized in the year ended March 31, 2000. These sales were subsequently recognized in the year ended March 31, 2001 due to the adoption of SAB No. 101. The charge has been reflected as a cumulative effect of an accounting change in the accompanying consolidated statements of income. The accounting change did not have a material effect on Sony’s consolidated statements of income for the year ended March 31, 2001.
RECENT PRONOUNCEMENTS
Impairment or Disposal of Long-Lived Assets
In October 2001, the FASB issued FAS

On April 1, 2002, Sony adopted Statement of Financial Accounting Standards (“FAS”) No. 144,“Accounting “Accounting for the Impairment or Disposal of Long-Lived Assets”, effective for fiscal years beginning after December 15, 2001.. FAS No. 144 replacessupersedes FAS No. 121“Accounting “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of” and the accounting and reporting provisions of APBAccounting Principles Board Opinion (“APB”) No. 30“Reporting “Reporting the Resultsresults of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions” for the disposal of segments of a business. FAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. FAS No. 144 establishes a single accounting model for long-lived assets to be disposed of by sale and modifies the accounting and disclosure rules for discontinued operations. Sony adopted FAS No. 144 on April 1, 2002. The adoption of the provision of FAS No. 144 isdid not expected to have a material impact on Sony’s results of operations and financial position for the year ended March 31, 2003.

Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections

In April 2002, the Financial Accounting Standards Board (“FASB”) issued FAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. This statement rescinds certain authoritative pronouncements and amends, clarifies or describes the applicability of others, effective for fiscal years beginning or transactions occurring after May 15, 2002, with early adoption encouraged. Sony elected early adoption of this statement retroactive to April 1, 2002. The adoption of this statement did not have an impact on Sony’s results of operations and financial position.

Accounting for Costs Associated with Exit or Disposal Activities

In June 2002, the FASB issued FAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which nullifies Emerging Issues Task Force (“EITF”) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in

a Restructuring)”. FAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. FAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities. FAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred, rather than the date of an entity’s commitment to an exit plan. Sony adopted FAS No. 146 on January 1, 2003. The adoption of this statement did not have a material effect on Sony’s results of operations and financial position.

Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others

In November 2002, the FASB issued FASB Interpretation (“FIN”) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34”. The interpretation elaborates on the existing disclosure requirements for most guarantees. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligations it assumes under the guarantee. The provisions related to recognizing a liability at inception of the guarantee for the fair value of the guarantor’s obligations do not apply to product warranties or to guarantees accounted for as derivatives. The initial recognition and initial measurement provisions of FIN No. 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The initial recognition and initial measurement provisions of FIN No. 45 did not have a material effect on Sony’s results of operations and financial position as at and for the fiscal year ended March 31, 2003. The disclosure provisions, which increase the required disclosure related to guarantees, have been adopted in the consolidated financial statements.

Accounting for Stock-Based Compensation—Transition and Disclosure

In December 2002, the FASB issued FAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an Amendment of FASB Statement No. 123”. FAS No. 148 amends FAS No. 123, “Accounting for Stock-Based Compensation”, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. FAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. For Sony, the transition and annual disclosure requirements of FAS No. 148 are effective for the year ended March 31, 2003. Sony has accounted for its employee stock-based compensation in accordance with APB No. 25, “Accounting for Stock Issued to Employees” and, therefore, the adoption of the provisions of FAS No. 148 did not have an impact on Sony’s results of operations and financial position. Sony has adopted the disclosure-only requirements in accordance with FAS No. 148.

Consolidation of Variable Interest Entities

In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51”. This interpretation addresses consolidation by a primary beneficiary of a variable interest entity (“VIE”). FIN No. 46 is effective immediately for all new VIEs created or acquired after January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions of FIN No. 46 become effective for Sony during the second quarter of the year ending March 31, 2004. For VIEs acquired prior to February 1, 2003, any difference between the net amount added to the balance sheet and the amount of any previously recognized interest in the VIE will be recognized as a cumulative effect of an accounting change.

Sony continues to evaluate the impact of FIN No. 46 on Sony’s results of operations and financial position. However, Sony has identified potential VIEs created prior to February 1, 2003, which may be consolidated upon the adoption of FIN No. 46. If these potential VIEs are consolidated, Sony would record a charge of approximately 1.8 billion yen as a cumulative effect of accounting change and an increase in assets and liabilities

of approximately 97.3 billion yen. Refer to Note 22 of Notes to Consolidated Financial Statements and “Other Financing Arrangements” for further discussion on the VIEs that are used by Sony. Sony did not enter into any new arrangements with VIEs during the period February 1, 2003 through March 31, 2003.

RECENT PRONOUNCEMENTS

Accounting for Asset Retirement Obligations

In June 2001, the FASB issued FAS No. 143,“Accounting “Accounting for Asset Retirement Obligations”. This statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement shall be effective for fiscal years beginning after June 15, 2002. Sony is now in the processadopted FAS No. 143 on April 1, 2003. The adoption of assessing theFAS No. 143 did not have a material impact that the statement will have on Sony’s results of operations and financial position.

FASMultiple Element Arrangements

In November 2002, the FASB issued EITF Issue No. 145, “Rescission00-21, “Accounting for Revenue Arrangements with Multiple Deliverables”. EITF Issue No. 00-21 provides guidance on when and how to account for arrangements that involve the delivery or performance of FASB Statementsmultiple products, services and/or rights to use assets. The provisions of EITF Issue No. 4, 4400-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. Sony is currently evaluating the impact of adopting this guidance.

Derivative Instruments and 64, Amendment of FASB Statement No. 13, and Technical Corrections”Hedging Activities

In April 2002,2003, the FASB issued FAS No. 145,149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This statement amends and clarifies financial accounting and reporting for derivative instruments, including derivative instruments embedded in other contracts and for hedging activities under FAS No. 133. Sony is currently evaluating the impact of adopting this new pronouncement.

Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity

In May 2003, the FASB issued FAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. FAS No. 150 establishes standards for how certain financial instruments with characteristics of both liabilities and equity shall be classified and measured. This statement is effective for fiscal years beginningfinancial instruments entered into or transactions occurringmodified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2002. This statement rescinds certain authoritative pronouncements and amends, clarifies or describes2003. Sony adopted FAS No. 150 during the applicabilityfirst quarter of others. Sony is now in the processyear ending March 31, 2004. The adoption of assessing theFAS No. 150 did not have an impact that the statement will have on Sony’s results of operations and financial position.

Item 6.    Directors, Senior Management and Employees

Directors and Senior Management

Set forth below are the current Sony Corporation Board of Directors and Statutory Auditors,Corporate Executive Officers, their date of birth, the year in which they were first elected, their current position at the Sony Group, prior positions, held within the last five years, and other principal directorshipsbusiness activities outside the Sony groupGroup as of June 21, 2002.

20, 2003.

Board of Directors


    
Norio OhgaDate of Birth:January 29, 1930
  Director or Statutory Auditor since:1972
Current Position:Director, Chairman of the Board
Prior Position:Representative Director, Chairman and Chief Executive Officer (“CEO”)
Other Principal Directorship:None
Nobuyuki Idei Date of Birth: November 22, 1937
  Director or Statutory Auditor(Member of the Board) since: 1989
  Current Position: 
Representative Director, Chairman and Group Chief Executive Officer,
(“CEO”)
Representative Corporate Executive Officer, Member of the Board
  Prior Position:Positions: Representative Director, President and Co-CEO1960Entered Sony Corporation
  Other Principal Directorship: 
1988
Senior General Manager, Home Video Group, Sony Corporation
1989Director, Sony Corporation
1990Senior General Manager, Advertising & Marketing Communication Strategy Group, Sony Corporation
1995President and Representative Director, Chief Operating Officer, Sony Corporation
1999President and Representative Director, Chief Executive Officer, Sony Corporation
2000Chairman and Chief Executive Officer, Representative Director, Sony Corporation
Principal Business Activities outside Sony:Director of General Motors
Corporation and Nestlé S.A.
, Switzerland
Kunitake Ando Date of Birth: January 1, 1942
  Director or Statutory Auditor(Member of the Board) since: 2000 (and from 1994 through 1997)
  Current Position: Representative Director, President and Group Chief Operating Officer, (“COO”)Representative Corporate Executive Officer, Member of the Board
  Prior Position:Positions: President of Personal IT Network Company, a former internal unit of1969Entered Sony Corporation
  Other 1985Deputy President, Sony Prudential Life Insurance Co., Ltd. (later renamed Sony Life Insurance Co., Ltd.)
1990President and Chief Operating Officer, Sony Engineering and Manufacturing of America
1994Director, Sony Corporation
1999President and Chief Operating Officer, Personal IT Network Company, Sony Corporation
2000President and Chief Operating Officer, Representative Director, Sony Corporation
Principal Directorship:Business Activities outside Sony: None

Teruhisa Tokunaka Date of Birth: August 9, 1945
  Director or Statutory Auditor(Member of the Board) since: 1999
  Current Position: Representative Director, Executive Deputy President and Group Chief FinancialStrategy Officer, (“CFO”)Representative Corporate Executive Officer, Member of the Board
Officer in charge of Personal Solutions Business Group and Network Application and Content Service Sector
  Prior Position:Positions:1969Entered Sony Corporation
1989Deputy Senior General Manager, Corporate Strategy Group, Sony Corporation
1995 President, and CEO of Sony Computer Entertainment Inc.
  Other 1999Senior Managing Director and Chief Financial Officer, Sony Corporation
2000Executive Deputy President and Chief Financial Officer, Representative Director, Sony Corporation
Principal Directorship:Business Activities outside Sony: None
Minoru Morio Date of Birth: May 20, 1939
  Director or Statutory Auditor(Member of the Board) since: 1988
  Current Position: Director, Vice Chairman in chargeand Sony Group East Asia Representative, Group Chief Production Officer, Corporate Executive Officer, Member of EMCSthe Board
  Prior Position:Positions: Representative Director, Executive Deputy President and Chief Technology Officer (“CTO”)1963Entered Sony Corporation
  Other Principal Directorship:1988Senior General Manager, Personal Video Systems Group, Sony Corporation
1988 Director, of Applied Materials, Inc.Sony Corporation
1990Senior General Manager, Home Video Group, Sony Corporation
1993Executive Deputy President, Sony Corporation
1994President, Consumer A&V Products Company, Sony Corporation
2000Vice Chairman, Director, Sony Corporation
2001Chairman, Sony EMCS Corporation
Principal Business Activities outside Sony:Director, Oki Electric Industry Co., Ltd.

Teruo Masaki Date of Birth: August 7, 1943
  Director or Statutory Auditor(Member of the Board) since: 1999
  Current Position: Director, Corporate Senior Executive Vice President and Group General Counsel, in chargeCorporate Executive Officer, Member of Legal Matters, Intellectual Property and Compliancethe Board, Vice Chairman of the Board
  Prior Position:Positions:1971Entered Sony Corporation
1992 Deputy Senior General Manager, Legal and Intellectual Property Group, Sony Corporation
1997Executive Vice President, of Sony Corporation of America
  Other 1999Senior Managing Director, Sony Corporation
2000Corporate Senior Executive Vice President, Director, Sony Corporation
Principal Directorship:Business Activities outside Sony: None
Howard Stringer Date of Birth: February 19, 1942
  Director or Statutory Auditor(Member of the Board) since: 1999
  Current Position: Director,Vice Chairman and CEOSony Group Americas Representative, Corporate Executive Officer, Member of the Board
Officer in charge of Entertainment Business Group
Chairman and Chief Executive Officer, Sony Corporation of America
  Prior Position: Chairman, and CEO of Tele-TVSony Electronics Inc.
  Other President, Sony Broadband Entertainment Inc.
Prior Positions:1986President, CBS News, U.S.A.
1988President, CBS Broadcast Group, CBS Inc., U.S.A.
1995Chairman and Chief Executive Officer, TELE-TV, U.S.A.
1997President, Sony Corporation of America
1999Director, Sony Corporation
Principal Directorship:Business Activities outside Sony: Director of Six Continents PLCInterContinental Hotels Group

Ken Kutaragi Date of Birth: August 2, 1950
  Director or Statutory Auditor(Member of the Board) since: 2000
  Current Position: Director, Executive Deputy President, Corporate Executive Officer, Member of the Board
Officer in charge of Game Business Group and Broadband Network Company
President and CEO ofChief Executive Officer, Sony Computer Entertainment Inc.
  Prior Position:Positions:1975Entered Sony Corporation
1991Manager, PS Project, Video Disc Player Group, Sony Corporation
1999 Executive Vice President, and COO of Sony Computer Entertainment Inc.
  Other 2000Director, Sony Corporation
Principal Directorship:Business Activities outside Sony: None
Iwao NakataniDate of Birth:January 22, 1942
Director or Statutory Auditor since:1999
Current Position:Director
Prior Position:Professor at Hitotsubashi University Faculty of Commerce and Management
Other Principal Directorship:Director of Research, UFJ Institute Ltd., President of Tama University, Director of JSAT Corporation, and Director of ASKUL Corporation

Göran Lindahl Date of Birth: April 28, 1945
  Director or Statutory Auditor(Member of the Board) since: 2001
  Current Position: DirectorSony Group Europe Representative and Chairman of Sony Group in Europe, Corporate Executive Officer, Member of the Board
  Prior Position:Positions:1983President, ASEA Transformers AB, Sweden
1985President, ASEA Transmission AB, Sweden
1997 President and CEO of ABBChief Executive Officer, Asea Brown Boveri Ltd., Switzerland
1999Director, LM Ericsson Telephone Co., Ltd.
  Other Principal Directorship:2001 Director, of E. I. du PontSony Corporation
Principal Business Activities outside Sony:

Director, E.I. DuPont de Nemours, and Company, U.S.A.

Director, of Anglo American plc, U.K.

Akihisa OhnishiDate of Birth:March 10, 1937
Director (Member of the Board) since:2003 (and from 1989 through 1993)
Current Position:Member of the Board
Prior Positions:1961Entered Sony Corporation
1977Managing Director, Hispano Sony S.A.
1988General Manager, Accounting Division, Sony Corporation
1989Director, Sony Corporation
1989Senior General Manager, Corporate Planning Group, Sony Corporation (concurrent with prior position)
1993Standing Statutory Auditor, Sony Corporation
Principal Business Activities outside Sony:None

Iwao NakataniDate of Birth:January 22, 1942
Director (Member of the Board) since:1999
Current Position:Member of the Board (Independent), Chairman of the Board
Prior Positions:1973Lecturer and Researcher, Faculty of Economics, Harvard University
1984Professor, Faculty of Economics, Osaka University
1991Professor, Faculty of Commerce, Hitotsubashi University
1999Professor, School of Management and Information Sciences, Tama University
Principal Business Activities outside Sony:

President, Tama University

Director of INGKA Holding BV (IKEA) and Director of Ratos ABResearch, UFJ Institute Ltd.

Director, JSAT Corporation
Director, ASKUL Corporation
Akishige Okada Date of Birth: April 9, 1938
  Director or Statutory Auditor(Member of the Board) since: 2002
  Current Position: DirectorMember of the Board (Independent), Chairman of the Compensation Committee
  Prior Position:Positions:1991 Director, President and CEO of theThe Mitsui Taiyo Kobe Bank, Ltd.
1995Managing Director, The Sakura Bank, Ltd.
  Other 1996Senior Managing Director, The Sakura Bank, Ltd.
1997President, The Sakura Bank, Ltd.
Principal Directorship:Business Activities outside Sony:

Chairman of the Board (Representative Director), Sumitomo Mitsui Banking Corporation

 Chairman of the Board of(Representative Director), Sumitomo Mitsui Banking CorporationFinancial Group, Inc.

Statutory Auditors

Akihisa OhnishiHirobumi Kawano Date of Birth: March 10, 1937January 1, 1946
  Director or Statutory Auditor(Member of the Board) since: 19932003
  Current Position: Standing Statutory AuditorMember of the Board (Independent), Vice Chairman of the Board
  Prior Position:Positions: Same position within1969Entered the last five yearsMinistry of International Trade and Industry (later renamed the Ministry of Economy, Trade and Industry, “METI”)
1989Director, Americas-Oceania Division, International Trade Policy Bureau
1992Director, General Affairs Division, Machinery and Information Industries Bureau
1993Director, General Coordination Division, Minister’s Secretariat
1995Director-General, Petroleum Department, Agency of Natural Resources and Energy
1996Director-General for Machinery and Information Industries Policy, Machinery and Information Industries Bureau
1998Director-General, Basic Industries Bureau
1999Director-General, Agency for Natural Resources and Energy
Principal Business Activities outside Sony:

Executive Adviser to The Tokio Marine and Fire Insurance Co., Ltd.

Takafumi AbeYotaro Kobayashi Date of Birth: July 20, 1938April 25, 1933
  Director or Statutory Auditor(Member of the Board) since: 20002003
  Current Position: Standing Statutory AuditorMember of the Board (Independent), Chairman of the Nominating Committee
  Prior Position:Positions:1978 President of Sakura Investment Managementand Chief Executive Officer, Fuji Xerox Co., Ltd.
1996Director, ABB Ltd., Switzerland
Tadasu KawaiPrincipal Business Activities outside Sony:

Chairman and Chief Executive Officer, Fuji Xerox Co., Ltd.

Director, Xerox Corporation, U.S.A.
Director, Callaway Golf Company, U.S.A.
Director, Nippon Telegraph and Telephone Corporation

Carlos Ghosn Date of Birth: May 7, 1941March 9, 1954
  Director or Statutory Auditor(Member of the Board) since: 20022003
  Current Position: Standing Statutory AuditorMember of the Board (Independent)
  Prior Position:Positions: Corporate Senior Vice1985Chief Operating Officer, Michelin—BRAZIL
1990Chairman, President of Sony Corporationand Chief Executive Officer, Michelin North America Inc.
Principal Business Activities outside Sony:

President and Chief Executive Officer, Nissan Motor Co., Ltd.

Director, Alcoa Inc., U.S.A.

Director, Renault S.A., France

Masasuke OhmoriSakie T. Fukushima Date of Birth: May 11, 1937September 10, 1949
  Director or Statutory Auditor(Member of the Board) since: 20012003
  Current Position: Statutory AuditorMember of the Board (Independent)
  Prior Positions:2000Managing Director, Korn / Ferry International—Japan
Principal Business Activities outside Sony:

Representative Director & Regional Managing Director—Japan, Korn / Ferry International

Member, Board of Directors, Korn / Ferry International, U.S.A.

Director of Kao Corporation

Advisory Board Member, All Nippon Airways Co., Ltd.

Yoshihiko MiyauchiDate of Birth:September 13, 1935
Director (Member of the Board) since:2003
Current Position: Director-GeneralMember of Cabinet Legislation Bureauthe Board (Independent)
Prior Positions:1980Representative Director, President, ORIX Corporation
Principal Business Activities outside Sony:

Representative Director, Chairman and Chief Executive Officer, ORIX Corporation

Director, Aozora Bank Ltd.

Director, Fuji Xerox Co., Ltd.

Director, Mercian Corporation

Director, Showa Shell Sekiyu K.K.

Set

Yoshiaki YamauchiDate of Birth:June 30, 1937
Director (Member of the Board) since:2003
Current Position:Member of the Board (Independent), Chairman of the Audit Committee
Prior Positions:1986Country Managing Partner-Japan, Arthur Andersen & Co.
1986President, Eiwa Audit Corporation
1991President, Inoue Saito Eiwa Audit Corporation
1993Executive Director, Asahi & Co.
1999Director, Sumitomo Banking Corporation
Principal Business Activities outside Sony:

Deputy President, ARI Research Institute

Statutory Auditor, Stanley Electric Co., Ltd.

Director, Amana Corporation

Statutory Auditor, SEIKO WATCH CORPORATION

Director, Sumitomo Mitsui Financial Group, Inc.

In addition to Messrs. Idei, Ando, Tokunaka, Morio, Stringer, Kutaragi, Masaki and Lindahl, the four individuals set forth below are the current Sony Corporation Corporate Executive Officers (referOfficers. Refer to the “Board Practices” below), their date of birth, the year in which they were first elected, their current position, prior positions held within the last five years, and other principal directorships outside Sony group as of June 21, 2002.

below.

Corporate Executive Officers


    
Shizuo Takashino Date of Birth: September 2, 1943
  Corporate Executive Officer since: 1997
  Current Position: Corporate Executive Officer, Executive Deputy President Officer in charge of Home Network Company, and President of BroadbandIT and Mobile Solutions Network Company an internal unit of
Prior Positions:1962Entered Sony Corporation
  Prior Position:1990Senior General Manager, General Audio Group, Sony Corporation
1995Executive Vice President, Consumer A&V Products Company, Sony Corporation
1995Director, Sony Corporation
1996President, Personal A&V Products Company, Sony Corporation
1997Corporate Senior Vice President, (resigns as Director), Sony Corporation
1999 President and COO ofChief Operating Officer, Home Network Company, an internal unit of Sony Corporation
2001Network Company President, Broadband Solutions Network Company, Sony Corporation
Principal Business Activities outside Sony:None

Akira Kondoh Date of Birth: February 2, 1945
  Executive Officer since:2000
Current Position:Corporate Senior Executive Vice President and Corporate Treasurer, in charge of Management Platform
Prior Position:Deputy President of Daiwa Securities SB Capital Markets Co., Ltd.

Katsuaki TsurushimaDate of Birth:February 25, 1942
Executive Officer since:2001
Current Position:Corporate Senior Executive Vice President and Chief Technology Officer, Sony Corporation
Prior Position:Deputy President of Core technology and Network Company, an internal unit of Sony Corporation
Teruaki AokiDate of Birth:October 18, 1941
Executive Officer since: 2000
  Current Position: Corporate Executive Officer, Senior Executive Vice President in charge of Procurement Center,and Group Chief Information Officer
Prior Positions:1989President, Sumitomo Bank Capital Markets, Inc., U.S.A.
1992Director, The Sumitomo Bank, Ltd.
1994Managing Director, The Sumitomo Bank, Ltd.
1999Deputy President, Daiwa Securities SB Capital Markets Co., Ltd. (resigned as Director, The Sumitomo Bank, Ltd.)
2000Corporate Senior Executive Vice President and Deputy Chief Financial Officer, Sony Corporation
  Prior Position: 2001Corporate Senior Executive Vice President and COOChief Administration Officer, Sony Corporation
2002Corporate Senior Executive Vice President and Corporate Treasurer, Officer in charge of Accounting, Tax and Finance, Sony Electronics Inc.Corporation
2003Corporate Senior Executive Vice President and Chief Information Officer, Officer in charge of Global Management Information Strategy, Accounting and Tax, Sony Corporation
Principal Business Activities outside Sony:None
Mario TokoroTakao Yuhara Date of Birth: June 11, 19477, 1946
  Corporate Executive Officer since: 19972003
  Current Position: Corporate Executive Officer, Senior Vice President, and co-CTO, President of Network & Software Technology Center, Sony Corporation, and President of Sony Computer Science Laboratories, Inc.Group Chief Financial Officer
  Prior Position:Positions: Professor at Keio University Faculty of Science and Technology1969Entered Nippon Chemical Industrial Co., Ltd.
1971Entered Sony Corporation
1995General Manager, Planning & Control Department, Display Device Division, Component Company, Sony Corporation
1996Vice President, Display Company, General Manager, Planning & Control Department, Display Company, Sony Corporation
1999Senior Vice President, Corporate Planning & Control, Group HQ, Sony Corporation
2001Senior General Manager, Corporate Planning & Control, Global Hub, Sony Corporation
Principal Business Activities outside Sony:None

Kenichiro YonezawaNicole Seligman Date of Birth: December 22, 1941October 25, 1956
  Corporate Executive Officer since: 19982003
  Current Position: Corporate Executive Officer and Group Deputy General Counsel, Sony Corporation Executive Vice President in chargeand General Counsel, Sony Corporation of Corporate Human Resources and Corporate General AffairsAmerica
  Prior Position:Positions: Officer in charge of Corporate Legal and Intellectual Property
Mitsuru Ohki1978 Date of Birth:January 27, 1944Associate Editorial Page Editor for The Asian Wall Street Journal, Hong Kong
  Executive Officer since: 19971985Joined Williams & Connolly LLP
  Current Position: Corporate Executive Vice President, in charge of Public Relations, Corporate External Relations and Brand Strategy1992Partner, Williams & Connolly LLP
  Prior Position: President of Broadcasting and Professional Systems Company, Sony Corporation
Takeo Minomiya2001 DateExecutive Vice President and General Counsel, Sony Corporation of Birth:January 18, 1944America
  Executive Officer since:Principal Business Activities outside Sony: 1999None
  Current Position:Corporate Executive Vice President, and President of Semiconductor Network Company, an internal unit of Sony Corporation
Prior Position:President of LSI Business and Technology Development Group, Core technology and Network Company, Sony Corporation

Masayuki NozoeDate of Birth:January 2, 1949
Executive Officer since:2002
Current Position:Corporate Executive Vice President, and President of Network Application and Content Service Sector, an internal unit of Sony Corporation
Prior Position:Co-President of Broadband Solutions Network Company, Sony Corporation
Tsutomu YamashitaDate of Birth:December 25, 1946
Executive Officer since:2002
Current Position:
Corporate Senior Vice President
President of Home Network Company an internal unit of Sony Corporation
Prior Position:President of Home Visual Entertainment Group, an internal unit of Home Network Company
Tetsujiro KondoDate of Birth:February 9, 1949
Executive Officer since:1999
Current Position:
Corporate Senior Vice President,
President of A3 Research Center, Chief Technology Officer, and Deputy President of Institute of Strategy, Sony Corporation
Prior Position:President of Algorithm Research Center, a former internal research center of Sony Corporation
Nobuyuki OnedaDate of Birth:May 6, 1945
Executive Officer since:2002
Current Position:
Corporate Senior Vice President
Sector Officer and CFO of Network Application and Content Service Sector, an internal unit of Sony Corporation
Prior Position:Chief Financial Officer of Sony Electronics Inc.
Ryoji ChubachiDate of Birth:September 4, 1947
Executive Officer since:2002
Current Position:Corporate Senior Vice President, and President of Core technology Network Company, an internal unit of Sony Corporation
Prior Position:Senior Vice President of Core technology Network Company

Keiji KimuraDate of Birth:April 4, 1952
Executive Officer since:2002
Current Position:Corporate Senior Vice President, and President of Mobile Network Company, an internal unit of Sony Corporation
Prior Position:President of Information Technology Company, a former internal unit of Sony Corporation
Hiromasa OtsukaDate of Birth:December 7, 1950
Executive Officer since:2002
Current Position:Corporate Vice President, and President of Broadband Network Center, an internal unit of Sony Corporation
Prior Position:President of eSONY Development Group, an internal unit of Sony Corporation
Senji YamamotoDate of Birth:April 14, 1946
Executive Officer since:2002
Current Position:
Group Executive Officer,
Sector Officer of Network Application and Content Service Sector, an internal unit of Sony Corporation President of Sony Communication Network Corporation
Prior Position:Director of Sony Systems Design Corporation
Yoshihiro TayaDate of Birth:December 20, 1953
Executive Officer since:2002
Current Position:
Group Executive Officer
Sector Officer of Network Application & Content Service Sector, an internal unit of Sony Corporation Chief Executive Officer of Sony Trading International Co, Ltd.
Prior Position:Officer of Global EMCS Office, Sony Corporation
All of the aforementioned Directors, excluding Mr. Ohga, Mr. Nakatani, Mr. Lindahl and Mr. Okada, hold their respective offices as Corporate Executive Officers and Group Executive Officers in addition to the position of Director. All of the aforementioned persons, with the exception of Mr. Nakatani, Mr. Lindahl,Okada, Mr. Okada,Kawano, Mr. Kobayashi, Mr. Ghosn, Ms. Fukushima, Mr. Miyauchi and Mr. OhmoriYamauchi are engaged on a full-time basis in the affairs of Sony. There is no family relationship between any of the persons named above. There is no arrangement or understanding with major shareholders, customers, suppliers, or others pursuant to which any person named above was selected as a Director or a Statutory Auditor, or anCorporate Executive Officer.

Compensation

The aggregate amount of remuneration, including bonuses paid and benefits in kind granted by Sony during the fiscal year ended March 31, 20022003 to all Directors, Statutory Auditors, and Executive Officers (refer to “Board

Practices” below) of Sony Corporation who served during the fiscal year ended March 31, 2002,2003, as a group (31(37 people), totaled 3,6363,256 million yen. Included in this number is 55During the fiscal year ended March 31, 2003, Sony reversed an expense of 659 million yen which was usedaccrued in prior years as a result of reduced compensation expense for purchasesthe group referred to above. The compensation accruals set forth in the first sentence of Sony Corporation’s warrants.this paragraph do not reflect such reversal. Also, as a part of Sony’s incentive compensation arrangements, Sony Corporation issued bonds with detachable warrants in Japan.stock acquisition rights. The warrants,stock acquisition rights, which represent rights to subscribe for or purchase shares of common stock of Sony Corporation’s Common Stock,Corporation, have been granted to the Directors, Corporate Executive Officers, Group Executive Officers, and selected employees on the date of issuance of the bonds.employees. The warrantsstock acquisition rights generally vest ratably up to three years from the date of grant and are generally exercisable up to sixten years from the date of grant. The portion of those warrantsstock acquisition rights which was granted by Sony during the fiscal year ended March 31, 20022003 to the Directors, Statutory Auditors, or Executive Officers as of May 31, 2002, and which was exercisable as of the same date,2003 confers rights to purchase a total number of 349379 thousand shares of Sony Corporation’s Common Stock. The exercise price for these warrantsstock acqusition rights issued as of December 9, 2002 is 6,0395,396 yen per share.share, and the exercise price for these stock acquisition rights issued as of March 31, 2003 is 36.57 U.S. dollars. In addition, in order to provide equity-based compensation to selected executives in Sony’s U.S. subsidiaries, Sony Corporation has issued U.S. dollar-denominated convertible bonds (“CBs”) to a holding company in the U.S., and the holding company has sold the CBs to those executives. For the purpose of carrying out this plan, the holding company lent an amount equal to the conversion price to such executives for their purchasespurchase of such CBs until the date of conversion. The CBs generally vest ratably up to three years from the date of sale and are generally exercisable up to ten years from the date of sale. The portion of those CBs which was sold by Sony during the fiscal year ended March 31, 20022003 to the Directors confers rights to convert to a total number of 106110 thousand shares of Sony Corporation’s Common Stock. The exercise price for these CBs is 71.2852.29 U.S. dollars per share.

Regarding the above compensation plans, refer to Note 1816 of Notes to Consolidated Financial Statements.

The aggregate amount accrued for lump-sum severance indemnities by Sony during the fiscal year ended March 31, 20022003 for all Directors, Statutory Auditors, and Executive Officers of Sony Corporation as of May 31, 2002,2003, as a group (21 people), totaled 380234 million yen.

Board Practices

Pursuant to recent amendments to the Commercial Code of Japan and related legislation (including the Law for Special Exceptions to the Commercial Code concerning Audit etc. of Kabushiki-Kaisha, collectively the “Commercial Code”), which became effective on April 1, 2003 and the Articles of Incorporation of Sony Corporation, as amended, Sony Corporation adopted a new corporate governance system referred to as the “Company with Committees” system at its General Meeting of Shareholders held on June 20, 2003.

As required under the Company with Committees system, Sony Corporation has established three committees: the Nominating Committee, the Audit Committee and the Compensation Committee. Under the JapaneseCommercial Code, each committee is required to consist of not less than three Directors, the majority of whom are outside Directors. As a result of adopting the committee system, Sony Corporation is required to abandon the system of Statutory Auditor and the Board of Statutory Auditors. Under the committee system, Directors as such have no power to execute the business of Sony Corporation except for limited circumstances as permitted by law. The Board of Directors has designated 12 Corporate Executive Officers (“Shikko-yaku”), some of whom are also Directors, who are responsible for execution of the business of Sony Corporation. A summary of the new governance system adopted by Sony Corporation is set forth below.

The Board of Directors determines the fundamental management policy and other important matters related to management of the Sony Group and oversees the performance of the duties of Directors and Corporate Executive Officers. Under the Commercial Code, all Directors and Statutory Auditors shallmust be elected at the General Meeting of Shareholders. In general, underShareholders from among the Articles of Incorporation of Sony Corporation,candidates determined by the Nominating Committee. Under the Commercial Code, the terms of office of Directors shall expire at the conclusion of the Ordinary General Meeting of Shareholders held with respect to the last closing of accounts within one year after their assumption of office,office. Directors may serve any number of consecutive terms, although, under the Regulations of the Board of Directors of Sony Corporation, outside Directors may not be re-elected more than five times without the consent of all Directors.

The Nominating Committee, which pursuant to the Regulations of the Board of Directors of Sony Corporation, consists of five or more Directors, determines the contents of proposals regarding the appointment and dismissal of Directors to be submitted at the General Meeting of Shareholders. As stated above, under the Commercial Code, a majority of the members of the Nominating Committee must be outside Directors. In order to qualify as an outside Director under the Commercial Code, a Director must be a person who is not engaged in the business of Sony Corporation and has never been a director, a corporate executive officer, a general manager or an employee of Sony Corporation or of any of its subsidiaries and is not a director who is also engaged in the business or a corporate executive officer of such a subsidiary or a general manager or an employee of Sony Corporation or of any subsidiary of Sony Corporation. Under the Regulations of the Board of Directors of Sony Corporation, two or more members of the Nominating Committee must concurrently be Corporate Executive Officers. The Nominating Committee is composed of the following members as of June 20, 2003: Yotaro Kobayashi, who is the Chairman of the Nominating Committee and an outside Director; Hirobumi Kawano and Carlos Ghosn, who are outside Directors; and Nobuyuki Idei and Kunitake Ando, who are Corporate Executive Officers.

Under the Regulations of the Board of Directors of Sony Corporation, the Audit Committee must consist of three or more Directors, a majority of whom, as stated above, must be outside Directors. In addition, under the Commercial Code, a member of the Audit Committee may not concurrently be a corporate executive officer, a general manager or any other employee of Sony Corporation or any of its subsidiaries, or a director who is engaged in the business of any of such subsidiaries. Further, under the Regulations of the Board of Directors of Sony Corporation, members of the Audit Committee must meet the independence and other equivalent requirements of U.S. securities laws and regulations to the extent applicable to Sony Corporation. Each member of the Audit Committee has the statutory duty to examine the consolidated and non-consolidated financial statements and business reports to be submitted by the Board of Directors at the General Meeting of Shareholders. In addition, the Audit Committee is responsible for auditing the legality and adequacy of the performance of duties of the Directors and Corporate Executive Officers. Under the Commercial Code, the Audit

Committee has a statutory duty to prepare and submit its audit report to the Board of Directors each year. A member of the Audit Committee may note his/her opinion in the audit report if it is different from the opinion of the Audit Committee that is expressed in the audit report. The Audit Committee is composed of the following members as of June 20, 2003: Yoshiaki Yamauchi, who is the Chairman of the Audit Committee and an outside Director; Sakie T. Fukushima, who is an outside Director, and Akihisa Ohnishi, who is a Director.

As required by the Commercial Code, the Compensation Committee determines the compensation (including equity-related rights or options given for the purpose of stock incentive options) to be received by each Director and Corporate Executive Officer. In addition to such statutory duties, the Compensation Committee also proposes to the Board of Directors stock option plans (involving the issuance of share acquisition rights and other forms of stock price based compensation) to be granted to directors, officers and employees of the Sony Group. Under the Regulations of the Board of Directors, the Compensation Committee shall consist of three or more Directors and one or more members must concurrently serve as Corporate Executive Officers. As stated above, a majority of the members of the Compensation Committee must be outside Directors. The Compensation Committee is composed of the following members as of June 20, 2003: Akishige Okada, who is the Chairman of the Compensation Committee and an outside Director; Yoshihiko Miyauchi, who is an outside Director; and Teruhisa Tokunaka, who is a Corporate Executive Officer.

No Directors have service contracts with Sony providing for benefits upon termination of service as a Director.

Under the Commercial Code and the Articles of Incorporation of Sony Corporation, Sony Corporation may, by a resolution of the Board of Directors, exempt Directors from liabilities to Sony Corporation arising in connection with their failure to perform their duties to the extent permitted by law. In addition, Sony Corporation has entered into a liability limitation agreement with each outside Director which limits the maximum amount of their liabilities owed to Sony Corporation arising in connection with their failure to perform their duties to the greater of either thirty million yen (30,000,000 yen) or an amount equal to aggregate sum of the amounts prescribed in each item of Paragraph 19 of Article 266 of the Commercial Code.

The Board of Directors must appoint one or more Corporate Executive Officers who have the power and authority to determine matters as delegated by the Board of Directors. The Corporate Executive Officers are responsible for conducting all the business operations of the Sony Group within the scope of authority delegated by the Board of Directors. Significant decision-making authority has been delegated to the Corporate Executive Officer Committee, which is made up of all Corporate Executive Officers, or each Corporate Executive Officer with regard to investments, strategic alliances and other actions related to the execution of business operations. Sony Corporation believes that this significant delegation enables the Sony Group to be managed in a more dynamic and responsive manner than in the past. The terms of office of Statutory Auditors shallCorporate Executive Officers must expire at the conclusion of the Ordinary General Meeting of Shareholders held with respect to the last closing of accounts within three years (in the case of Statutory Auditors elected at an Ordinary General Meeting of Shareholders held with respect to the first closing of accounts of the financialone year ending on and after May 1, 2002, four years) after their assumption of office. However, both the Directors and Statutory Auditors may serve any number of consecutive terms.

From among the Directors,Corporate Executive Officers, the Board of Directors shallmust elect one or more Representative Directors.Corporate Executive Officers. Each of the Representative DirectorsCorporate Executive Officers has the statutory authority to represent Sony Corporation in the conduct of its affairs. The term

Under Sony’s corporate governance system prior to June 20, 2003, “Executive Officers” as defined herehad consisted of the Corporate Executive Officers (which corresponds to a different Japanese term, “Shikko-yakuin”, with a different meaning than under the current governance system) and the Group Executive Officers designated by the Board of Directors of Sony Corporation and certain senior management employees, as well as certain members of the Board, who comprisecomprised the Group Executive Committee, (“GEC”), the Electronics Executive Committee (“EEC”) and the Network Application and Content Services Executive Committee (“NACSEC”). Committee. Refer to “Board Practices” in“Item 6. Directors, Senior Management and Employees” of Form 20-F for the year ended March 31, 2002.

Under the supervision of the Board of Directors, the GEC formulates business strategies and makes managerial decisions for the entire Sony group, while the EEC does so specifically for the Electronics business and the NACSEC does so for creation of synergies and new horizontal business models.

The Statutory Auditors of Sony Corporation are not required to be and are not certified public accountants. However, at least one (or, after the conclusion of the first Ordinary General Meeting of Shareholders held with

respect to the financial year ending after May 1, 2005, at least half) of the Statutory Auditors must be a person who has not been a Director, general manager, or employee of Sony Corporation or any of its subsidiaries during the five-year period immediately prior to his election as a Statutory Auditor (or, after the conclusion of such first Ordinary General Meeting of Shareholders, a person who has not been a Director, or employee of Sony Corporation or any of its subsidiaries). The Statutory Auditors may not be Directors, managers, or employees of Sony Corporation at the same time that they serve as Statutory Auditors. Each Statutory Auditor has the statutory duty to examine the financial statements and business reports to be submitted by the Board of Directors at the General Meeting of Shareholders and also to supervise the administration by the Directors of Sony Corporation’s affairs. Statutory Auditors shall participate in meetings of the Board of Directors but are not entitled to vote. Under the “Law concerning Special Measures to the Commercial Code with respect to Audit”, the Board of Statutory Auditors has a statutory duty to prepare and submit its audit report to the Board of Directors each year. A Statutory Auditor may note his opinion in the audit report if it is different from the opinion of the Board of Statutory Auditors that is expressed in the audit report. The Board of Statutory Auditors is empowered to establish audit principles, the method of examination by the Statutory Auditors of Sony Corporation’s affairs and financial position, and other matters concerning the performance of the Statutory Auditors’ duties.
Regarding compensation,previous corporate governance system, the aggregate maximum amount of remuneration to Directors and Statutory Auditors iswas subject to approval at the General Meeting of Shareholders. Subject toWithin such authorized aggregate maximum amount, the“Compensation Committee”, on behalf of old compensation committee, within the Board of Directors, determines

determined the compensation of each Director, and the Board of Statutory Auditors determinedetermined the compensation of each Statutory Auditor. In addition, the“Compensation Committee” reviewsthat compensation committee reviewed and approvesapproved salaries and other compensation of Executive Officers. The Compensation Committeecompensation committee also reviewsreviewed and approvesapproved various other compensation policies and matters, including the review and approval of stock option plans and grants to the Directors and Executive Officers. The Compensation Committee iscompensation committee was composed of the following members as of May 31, 2002: Kenichi Suematsu2003: Akishige Okada, who iswas the Chairman of the Compensation Committee, Peter G. Petersoncompensation committee; Tsunao Hashimoto and Tsunao Hashimoto.Teruhisa Tokunaka. Mr. Suematsu and Mr. Peterson are outside Directors,Okada was an Outside Director, and Mr. Hashimoto iswas an Advisor of Sony Corporation. Mr. Hashimoto was a Vice Chairman and Representative Director of Sony Corporation until June 1998. The Compensation Committeecompensation committee held sixseven meetings in the fiscal year ended March 31, 2002.

There are no Director’s service contracts with Sony providing for benefits upon termination of service.
Pursuant to2003.

During the amendments toyear ended March 31, 2003, the Commercial Code, which became effective on May 1, 2002 and the Articles of Incorporation of Sony Corporation, as amended, Sony Corporation may, by a resolution ofold nominating committee within the Board of Directors exempt Directors from their liabilities arising in connection with the actions provided for in paragraph 1, item 5 of Article 266 of the Commercial Codeheld five meetings. The nominating committee nominated to the extent permitted by law. In addition, Sony Corporation may enter into a liability limitation agreement with outside Directors which limits the maximum amount of their liabilities arising in connection with the actions providedboard meeting candidates for in paragraph 1, item 5 of Article 266 of the Commercial Code to the higher of either thirty million yen (30,000,000 yen) or an aggregate sum of the amounts prescribed in each item of paragraph 19 of Article 266 of the Commercial Code. In this connection, Sony Corporation may, by a resolution of the Board of Directors exempt Statutory Auditors from their liabilities toand Executive Officers. The nominating committee was composed of the extent permitted by law.

following members as of May 31, 2003: Iwao Nakatani, who was the Chairman of the Nominating Committee; Akishige Okada, Nobuyuki Idei and Kunitake Ando. Iwao Nakatani and Akishige Okada were Outside Directors.

Employees

As of March 31, 2003, Sony had approximately 161,100 employees, including fixed-term employees, a decrease of approximately 6,900 from the number as of March 31, 2002. The decrease is attributable to a reduction of the number of employees, primarily in the Electronics and Music segments. The number of employees in the Other and Game segments increased. As of March 31, 2003, approximately 67,100 employees were located in Japan and 94,100 outside Japan, and approximately 12 percent were members of labor unions. As of March 31, 2002, Sony had approximately 168,000 employees, including fixed-term employees, a decrease of approximately 13,800 from the number as of March 31, 2001. The decrease is attributable to a reduction of the number of employees, primarily in the Electronics and Music businesses. The number of employees in the Game business increased. As of March 31, 2002, approximately 68,700 employees were located in Japan and 99,300 outside Japan, and approximately 12 percent were members of labor unions. As of March 31, 2001, Sony had approximately 181,800 employees, including fixed-term employees, a decrease of approximately 7,900 from the number as of March 31, 2000. As of March 31, 2001, approximately 71,600 employees were located in Japan and 110,200 outside Japan, and approximately 12 percent were members of

labor unions. The following table shows the number of employees by business segment as of March 31, 2000, 2001, 2002, and 2002.
2003.

Number of employees by business segment

   
March 31

   
2000

  
2001

  
2002

Electronics  153,000  145,100  131,500
Game  3,200  3,700  4,100
Music  17,700  15,900  14,900
Pictures  4,400  5,600  5,500
Financial Services  6,000  5,900  6,800
Other  4,700  4,900  4,500
Unallocated-         
Corporate employees  700  700  700
   
  
  
Total  189,700  181,800  168,000
   
  
  

   March 31

   2001

  2002

  2003

Electronics

  145,100  131,500  123,000

Game

  3,700  4,100  4,400

Music

  15,900  14,900  13,400

Pictures

  5,600  5,500  5,700

Financial Services

  5,900  6,800  6,600

Other

  4,900  4,500  7,300

Unallocated-

         

Corporate employees

  700  700  700
   
  
  

Total

  181,800  168,000  161,100
   
  
  

Sony generally considers its labor relations to be good. Only a few manufacturing facilities have labor unions and, of these, only a few have union contracts (approximately 12 percent of all Sony employees are labor union members).

Regarding labor relations in the Electronics segment by area, in Asia, where Sony operates many manufacturing facilities, only a few manufacturing facilities have labor unions that have union contracts. Sony is currently working towards the conclusion of negotiations with a labor union regarding the terms of severance for employees who had been working at a manufacturing facility in Indonesia which was closed in the second half of the fiscal year ended March 31, 2003. Sony expects that the outcome of these negotiations will not have a significant impact on its consolidated financial results. In the U.S., no manufacturing facilities have labor unions

that have union contracts. In Mexico, one manufacturing facility has a labor union that has a union contract, but labor relations are good and there have been no significant problems in renegotiating it.the contract. In Europe, Sony maintains good labor relations with the Work Councils in each country, and, while some employees belong to unions, they are not eligible for union contracts.

In the Music segment, overall employee and labor relations at Sony Music Entertainment Inc. are good. None of its facilities are unionized with the exception of its studio facility.Sony Music’s entire U.S. manufacturing and distribution operations remain non-unionized. Sony Music Studio is a signatory to a union contractscontract with the International Brotherhood of Electrical Workers (IBEW), which represents a unit of recording engineers. Sony is also subject to agreements with the American Federation of Television and Radio Artists (AFTRA), which represents recording artists, and the American Federation of Musicians (AFM), which represents musicians. The union contract with AFTRA expires June 30, 2002 and is currently under renegotiation. Outsidebeing renegotiated. Renegotiation of the U.S., employees at certain ofunion contract with the manufacturing facilities are unionized andIBEW started in Europe, certain manufacturing and distribution employees are represented by Work Councils.

May 2003, but Sony does not currently believe these negotiations will interfere with its music production activities.

In the Pictures segment, certain motion picture and television employeesSony also generally considers its labor relations to be good. A number of Pictures’ subsidiaries are laborsignatories to union members.contracts. During the fiscal year endingended March 31, 2003, certain subsidiariesrenegotiations of Pictures and the other members of the Alliance of Motion Picture and Television Producers will renegotiate the union contractcontracts with the International Alliance of Theatrical Stage Employees and Moving PicturePictures Technicians, Artists and Allied Crafts (“IATSE”)of the US and certain subsidiariesCanada (IATSE), the Union of Pictures will renegotiate union contractsBritish Columbia Performers, and the British Columbia Film Council were completed without any production interruptions. Renegotiations with certainAlliance of Canadian labor unions,Cinema, Televisions and Radio Artists (ACTRA) is ongoing but Sony does not currently believe that these negotiations will interfere with its film or television production activities.

We

Sony continuously strivestrives to provide competitive wages and benefits and good working conditions for all of ourits employees.

Share Ownership

The following is the total number of shares of Sony Corporation’s Common Stock beneficially owned by the Directors, Statutory Auditors and Executive Officers as of May 31, 2002.

Title of class

 
Identity of person or group

  
Number of shares beneficially owned (in thousands)

  
Percentage of class

Common Stock Directors, Statutory  100  0.1
  Auditors, and Executive Officers      
2003 (21 people). Refer to “Board Practices” above.

Title of class


  Identity of person or group

  Number of shares beneficially
owned (in thousands)


  Percentage of class

Common Stock

  

Directors, Statutory

Auditors and Executive

Officers

  127  0.01

None of Sony’s Directors, Statutory Auditors and Executive Officers is the beneficial owner of more than one percent of Sony Corporation’s Common Stock.

Regarding compensation plans, following the amendments to the Commercial Code of Japan effective May 2002, Sony integrated different equity-related securities it had previously issued for the purpose of giving stock incentives into one unified stock option right, namely, stock acquisition rights. During the fiscal year ended March 31, 2003, Sony has granted stock acquisition rights, which represent rights to subscribe to or purchase shares of common stock of Sony Corporation, to Directors, Corporate Executive Officers, Group Executive Officers, and selected employees. The stock acquisition rights generally vest ratably up to three years from the date of grant and are generally exercisable up to ten years from the date of grant.

Year granted

(Year ended March 31)


  

Total number of shares subject to

stock acquisition rights

(in thousands)


  

Exercise price per share


2003

  200  36.57 U.S. dollars

2003

  379  5,369 yen

Prior to the introduction of stock acquisition rights, Sony had granted warrants, which represent rights to subscribe forto Sony Corporation’s Common Stock, to the Directors, Corporate Executive Officers, Group Executive Officers, and selected employees. The warrants generally vest ratably up to three years from the date of grant and are generally exercisable up to six years from the date of grant. The following table shows the portion of those warrants which were granted by Sony to the Directors, Statutory Auditors, orand Executive Officers as of May 31, 20022003 and which were outstanding as of the same date. The exercise price per share has been adjusted for the two-for-one stock split that has become effective on May 19, 2000 and is subject to anti-dilution adjustment.

Year granted
(Year ended March 31)

  
Total number of shares to be
called for by warrants
(in thousands)

 
Exercise price per share
(yen)

1999  243 6,264
2000  292 7,167
2001  320 12,457
2002  349 6,039

Year granted

(Year ended March 31)


 

Total number of shares to be

called for by warrants

(in thousands)


 

Exercise price per share

(yen)


1999 156 6,264                            
2000 199 7,167                            
2001 275 12,457                            
2002 306 6,039                            

In addition, in order to provide equity-based compensation to selected executives inat Sony’s U.S. subsidiaries, Sony Corporation has issued U.S. dollar-denominated CBs to a holding company in the U.S. and the holding company has sold the CBs to those executives. The CBs generally vest ratably up to three years from the date of sale and are generally exercisable up to ten years from the date of sale. The following table shows the portion of those CBs which were held by the Directors as of May 31, 20022003 and which were outstanding as of the same date.

Year issued
(Year ended or ending March 31)

  
Total number of shares to be
called for by CBs
(in thousands)

 
Exercise price per share
(U.S. dollars)

2001  60 122.98
2002  106 71.28
2003  110 52.29

Year issued

(Year ended March 31)


 

Total number of shares to be

called for by CBs

(in thousands)


 

Exercise price per share

(U.S. dollars)


2001   60 122.98                            
2002 106 71.28                            
2003 110 52.29                            

Furthermore, Sony has granted stock appreciation rights (“SARs”) in Japan, Europe, and the U.S. to selected employees. Under the terms of these plans, employees receive upon exercise cash equal to the amount by which the market price of Sony Corporation’s Common Stock exceeds the strike price of the SARs. The SARs generally vest ratably up to three years from the date of grant and are generally exercisable up to six years from the date of grant. The following table shows the portion of those SARs which were granted by Sony to selected employees who are Directors, Statutory Auditors, or Executive Officers as of May 31, 20022003 and which were outstanding as of the same date. The exercise price per share has been adjusted for the two-for-one stock split and is subject to anti-dilution adjustment. It has been shown byA range of exercise rangeprices is given when such compensation was granted several times during the respective fiscal year.

Year granted

(Year ended March 31)


 

Total number of shares to be

called for by SARs

(in thousands)


 

Exercise price per share

(Yen for the Japanese plan,

U.S. dollars for the U.S. plan)


The Japanese plan

    

1998

   35 From 5,828 to 6,143

1999

   11 5,586

2000

     5 From 7,186 to 7,445

 
 

The U.S. plan

    

1999

 312 From 37.28 to 43.41

Regarding the above compensation plans, refer to Note 1816 of Notes to Consolidated Financial Statements.

Notes:
Following the recent amendments to the Commercial Code of Japan effective May 2002, Sony integrated the foregoing different types of equity-related securities issued for the purpose of giving stock incentives in one unified stock option right, namely, stock acquisition rights.
It was authorized at the ordinary general meeting of shareholders of Sony Corporation held on June 20, 2002 to issue stock acquisition rights* for the purpose of granting stock options, pursuant to Articles 280-20 and 280-21 of the Commercial Code of Japan.
*Number of shares issued or transferred upon exercise of stock acquisition rights does not exceed 2,750,000 shares of Common Stock.

Item 7.    Major Shareholders and Related Party Transactions

Major Shareholders

Persons or groups that owned of record or beneficially more than five percent of the outstanding Common Stock as of March 31, 20022003 were as follows:

Title of class

 
Identity of person or
group

 
Number of shares
owned
(in thousands)

  
Percentage of class
owned

Common Stock Moxley & Co. 54,555  5.9

Title of class


 

Identity of person or

group


 

Number of shares

owned

(in thousands)


 

Percentage of class

owned


Common Stock Moxley & Co. 63,004 6.8                    

Moxley & Co. is a nominee of JPMorgan Chase Bank, which is a depositary of Sony Corporation’s ADRs. There was no significant change in the percentage ownership held by any major shareholders during the past three years. Major shareholders of Sony Corporation do not have different voting rights.

As of March 31, 2002,2003, there were 922,816,355925,457,176 shares of Common Stock outstanding, of which 54,339,60462,890,786 shares were in the form of ADRs and 144,613,86373,833,281 shares were held of record in the form of Common Stock by residents in the U.S. The number of registered ADR holders was 7,241,7,487, and the number of registered holders of shares of Common Stock in the U.S. was 258.

To the knowledge of Sony Corporation, it is not directly or indirectly owned or controlled by any other corporation, by any foreign government or by any other natural or legal person severally or jointly. As far as is known to Sony Corporation, there are no arrangements the operation of which may, at a subsequent date, result in a change in control of Sony Corporation.

Related Party Transactions

In the ordinary course 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. During the fiscal year ended March 31, 2002,2003, Sony had the following sales/purchase transactions with equity affiliates accounted for under the equity method: sales of approximately 45.489.9 billion yen to Sony Ericsson Mobile Communications, AB (“SEMC”), a joint venture focused on mobile phone handsets, and approximately 62.8 billion yen to Kyoshin Technosonic Co., Ltd (“Kyoshin”), a joint venture focused on marketing semiconductors and other electronic components and purchases of approximately 52.746.2 billion yen from Oita TS Semiconductor Corporation, and approximately 15.724.0 billion yen from ST-LCD.S.T. Liquid Crystal Display Corp. (“ST-LCD”), an LCD joint venture in Japan. As of March 31, 2002,2003, Sony had notes and accounts receivable, trade of approximately 22.818.6 billion yen owed by Kyoshin and approximately 11.8 billion yen owed by SEMC, and approximately 21.5 billion yen owed by CHC, and had advances of approximately 15.912.5 billion yen owed by American Video Company.Company, a joint venture which produces CRT glass material in the U.S. Sony does not consider the amounts involved in such transactions to be material to its business. Refer to Note 75 of Notes to Consolidated Financial Statements for additional information regarding Sony’s investments in and transactions with equity affiliates.

In May 2002, U.S. based Sony Music Entertainment

Sumitomo Mitsui Financial Group, Inc. and AOL Time Warner Inc.’s Warner Music Group, which jointly own CHC, agreed to sell most of each interest in CHC to Blackstone Capital Partners III LP, an affiliate of The Blackstone Group, an investment bank. The sale is expected to take place by June 2002, subject to conditions including regulatory approval in the U.S.  Peter G. Peterson, Chairman of The Blackstone Group, served on the Board of Directors of Sony from June 1991 to June 2002.

Sumitomo Mitsui Banking Corporation hashave performed and continuescontinue to perform commercial banking services for Sony. Akishige Okada, elected as a Sony Corporation Director effective as of June 20, 2002, is a representative directorRepresentative Director of Sumitomo Mitsui Financial Group, Inc. and Sumitomo Mitsui Banking Corporation.
Yoshiaki Yamauchi, elected as a Sony Corporation Director effective as of June 20, 2003, is a Director of Sumitomo Mitsui Financial Group, Inc.

In the first quarter of the fiscal year ended March 31, 2003, Sony Music Entertainment and AOL Time Warner Inc.’s Warner Music Group each sold the majority of their holding in CHC to Blackstone Capital Partners, an affiliate of The Blackstone Group, an investment bank. Peter G. Peterson, Chairman of The Blackstone Group, served on the Board of Directors of Sony from June 1991 to June 2002.

Interests of Experts and Counsel

Not Applicable

Item 8.Financial Information

Consolidated Statements and Other Financial Information

Refer to Consolidated Financial Statements and Notes to Consolidated Financial Statements.

Legal Proceedings

Under the terms of a consent decree entered into with the Federal Trade Commission (the “FTC”) in May 2000, SMEI agreed, among other things, to refrain from adopting any minimum advertised price program (“MAP”) for seven years and from entering into any agreement with a dealer to control or maintain the resale price of any SMEI prerecorded music product. Subsequent to the announcement of this arrangement with the FTC, 90 purported class actions have been filed against SMEI and other record companies in state and federal courts across the U.S., based in whole or in part on the adoption and implementation of minimum advertised price programs and alleging violations of U.S. federal and/or state antitrust laws as well as various state unfair competition laws. Although one of the original complaints set forth specific monetary damages in excess of 500$500 million, U.S. dollars, the operative complaints in the federal and state-court MAP cases assert claims for treble damages but do not set out a specific claim for damages.

Of the 90 MAP-related class actions brought against SMEI and other record companies, 5535 lawsuits were brought in state courts. Seven of these cases were voluntarily dismissed. Motions to dismiss four cases have been granted (two each in New York and Wisconsin) and one of the New York dismissals is being appealed. One case in Texas was dismissed for want of prosecution, and five cases (in Florida, Illinois, Massachusetts, Minnesota, and New Jersey) have been stayed pending determination of MDL 1361. The eighteen cases pending in California state courts have been consolidated into Judicial Council Coordination Proceeding No. 4123, discovery in which was conducted in coordination with MDL 1361, referenced below.

Fifty-five MAP-related cases were brought in federal courts. Three of these cases have been voluntarily dismissed, and the remainder are consolidated for coordinated pretrial proceedings in the U.S. District Court for the District of Maine under the captionIn re: Compact Disc Minimum Advertised Price Antitrust Litigation, MDL Docket No. 1361 (“MDL 1361”). Plaintiffs in 50 of the private federal actions have filed a single consolidated amended complaint. The cases consolidated in MDL 1361 also include an action brought by the attorneys general of 45 states and territories alleging price fixing and unfair competition. In addition to the record companies, each of these actions names three retailers as defendants. Also consolidated in MDL 1361 is a purported class action brought on behalf of consumers who purchased CDs from music clubs. In addition to the record companies, this action names as defendants two music clubs (The Columbia House Company and BMG Direct Marketing, Inc.).

In March 2001, defendants’ motion to dismiss the attorneys general’s complaint was denied, and defendants’ motion to dismiss the private plaintiffs’ consolidated amended complaint was granted in part and denied in part. Defendants’ motion to dismiss the music club consumers’ second amended complaint is pending. Defendants have answered each of the pending complaints, the court has entered a comprehensive scheduling order, and discovery has begunbegan on both class and merits issues.

On January 28, 2002, SMEI entered into a non-binding Memorandum of Understanding with the plaintiff states and private plaintiffs in MDL 1361 (other than the plaintiffs in the music club consumers’ action). Each of the other record company defendants has also entered into such a Memorandum of Understanding. The parties are currently negotiatingentered into a written settlement agreement on September 26, 2002. The settlement was given preliminary approval by the Court and notice was given to reducemembers of the settlement class and to the persons represented by the attorneys general of the Plaintiff States. On May 22, 2003, a hearing was held in which the Court considered motions for final approval of the settlements of the MAP litigation and heard objections to the settlement. On

June 13, 2003 the Court issued a Decision and Order that agreement to a definitive writtenapproved the settlement agreement and certified a class, and on July 13, 2003 entered a Final Judgment and Order approving the proceedings involving these partiessettlements, certifying the settlement class, dismissing the actions with prejudice, and awarding certain fees and costs to Plaintiffs’ counsel. The settlement provides for release of both federal and state claims related to the matters asserted. An injunction is included in the Final Order and Judgment that will bar others who have been stayednot opted out from the federal action from litigating the claims in other jurisdictions.

Under the terms of the settlement, the record company defendants each agreed to date asmake a cash payment (12,523,000 U.S. dollars in SMEI’s case) and to provide CDs (valued at 14,701,500 U.S. dollars in SMEI’s case). The total cash payment made by the parties attemptrecord company defendants was 64,300,000 U.S. dollars, and 75,700,000 U.S. dollars in product will also be provided. The Final Judgment and Order includes an injunction similar in its substantive terms to finalize that agreement.

The remaining 35 MAP-related suits were broughtthose contained in state courts. Sixthe FTC consent decree described above. In entering the agreement, SMEI and the other defendants continued to deny each of these cases were voluntarily dismissed. Motions to dismiss four cases have been granted (two each in New Yorkthe claims asserted against them and Wisconsin) andthe agreement, by its terms, does not constitute an admission of liability.

On July 11, 2003 one of the New York dismissals is being appealed. One caseobjectors to the settlement filed an appeal to the U.S. Court of Appeals for the First Circuit.

On May 30, 2002, SMEI and each of the other defendants in Texasthe action brought on behalf of music club consumers entered into a non-binding Memorandum of Understanding with the plaintiffs in the music club consumer class action. The parties entered into a written settlement agreement on July 31, 2002. The settlement was dismissedgiven preliminary approval by the Court and notice was given to members of the settlement class. A motion for wantfinal approval of prosecution,this settlement was also heard on May 22, 2003; objections were presented and five cases (in Florida, Illinois, Massachusetts, Minnesota,on June 13, 2003 the Court disapproved the settlement agreement. On July 25, 2003 the parties entered into an amended settlement, and New Jersey) have been stayed pending determinationa motion for preliminary approval of MDL 1361, and motions to dismiss or stay the MAP-related state-court case in West Virginia are pending. The

amended settlement was filed with the court on July 31, 2003.

eighteen cases pending in California state courts have been consolidated into Judicial Council Coordination Proceeding No. 4123, discovery in which is to proceed in coordination with MDL 1361.

In 1995, a purported class action against SMEI and other record companies was filed in U.S. District Court for the Central District of California by direct purchasers of music CDs, alleging a conspiracy to fix the wholesale prices of CDs, seeking an injunction and treble damages. In 1996, the defendants’ motion to dismiss the amended complaint was granted. In 1997, the Ninth Circuit reversed the dismissal and remanded the case to the District Court. In 1998, this action and a number of other actions asserting similar claims filed in various federal district courts were consolidated for pretrial purposes under the captionIn re: Compact Disc Antitrust Litigation, MDL Docket No. 1216 (“MDL 1216”). SMEI has answered the complaints, denying their material allegations. Discovery (other than that related to expert issues) has concluded. In June 2000 plaintiffs’ motion to certify a class of all direct CD purchasers was denied, and the Ninth Circuit denied plaintiffs’ motion for leave to appeal that decision. Defendants’ motion for summary judgment is pending.

Since 1998, purported class actions against SMEI and other record companies have also been filed in state courts in Tennessee, Florida, Kansas, Michigan, New Mexico, New York, North Dakota, West Virginia and the District of Columbia on behalf of persons who purchased CDs indirectly, alleging a conspiracy to fix the wholesale prices of CDs (the “indirect purchaser actions”). Defendants’ motions to dismiss have been denied in Tennessee, Kansas and Michigan, some portions of the plaintiffs’ claims have been dismissed in the District of Columbia and New Mexico andMexico; motions to dismiss are pendinghave also been made in the other four states.Florida, New York and West Virginia. In the Tennessee indirect purchaser action, Defendants’ motion to exclude non-residents of Tennessee from the purported class was granted on March 30, 2001, discovery of purported class representative plaintiffs and of third parties commenced in May 2001 and a hearing on plaintiffs’ motion for class certification has been continued without date.continued. In the Michigan indirect purchaser action, SMEI answered the complaint on May 14, 2001, plaintiffs filed a motion for class certification on June 8, 2001, and non-party discovery on class issues was begun in June 2001. The action has sinceactions in Michigan, Kansas and North Dakota have been dismissed without prejudice in light of the non-binding Memorandum of Understanding described below. SMEI has not answered the complaints, nor have discovery or class certification proceedings commenced, in the otherpending indirect purchaser actions.

A non-binding Memorandum of Understanding (“MOU”) was signed on November 2, 2001 reflecting settlements in principle of the federal litigation pending in MDL 1216 in the U.S. District Court for the Central District of California and the state-court indirect purchaser actions described in the preceding paragraph. Pursuant to that MOU and an Escrow Agreement, SMEI has deposited 9.29$9.29 million, U.S. dollar, which is its share of the cash settlement amount, in an escrow account. SMEI is, under the terms of the MOU, also responsible for its share of redeemable product certificates, which, if fully redeemed, would be in the total face amount of 15$15 million, U.S. dollar, to be allocated among four other defendants and SMEI. Consummation of the settlement requires negotiation of final settlement documents and approval by the federal court in California and the state court in Tennessee (as well as affirmance of such approval on appeals, if any). If the settlement is finally approved, it will result in dismissal of all the claims against SMEI and its co-defendants in MDL 1216 and in the indirect purchaser actions.

The claims in MDL 1216 will include claims of both direct and indirect purchasers of CDs for resale. A settlement agreement was signed as of May 19, 2003 by the parties to MDL 1216, and the U.S. District Court for the Central District of California granted preliminary approval to the agreement on June 11, 2003. The Court set November 3, 2003 as the date for a hearing on the fairness, reasonableness and adequacy of the proposed settlement and directed that notice of the proposed settlement be provided to the potential class members. Under the terms of the MOU and of the MDL 1216 settlement agreement, consummation of the settlement requires approval of the settlement by the federal court in California and the state court in Tennessee (as well as affirmance of such approval on appeal, if any).

In 1993, a purported class action was filed in U.S. District Court in Georgia on behalf of an alleged class of music performers and deceased performers against SMEI and other record companies, alleging violations of the Employee Retirement Income Security Act (“ERISA”), breach of contractual and fiduciary duties, and violations of the Racketeer Influenced and Corrupt Organizations (“RICO”) Act. Damages sought included substantial, but unspecified, monetary damages and treble damages. After consolidating this action with another, similar suit, the Court dismissed the ERISA claims. The Court denied a motion to dismiss state-law breach of contract and fraud claims, a motion for summary judgment on the RICO claims, and the plaintiffs’ motions for class certification. In 2000, the Eleventh Circuit affirmed the District Court’s dismissal of the ERISA claims and denial of class certification. In March 2001, plaintiffs filed a Petition for a Writ of Certiorari in the U.S. Supreme Court, which was denied in June 2001.

The case continues to be litigated with the remaining individual plaintiffs.

In addition, Sony Corporation and certain of its subsidiaries are defendants in several other pending lawsuits. However, based upon the information currently available to Sony, management of Sony believes that damages from such lawsuits, if any, would not have a material effect on Sony’s consolidated financial results and condition.

Dividend Policy

A year-end cash dividend of 12.5 yen per share of Sony Corporation common stock was approved at the ordinary general meetingGeneral Meeting of shareholders,Shareholders, which was held on June 20, 2002.2003. Sony Corporation had already paid 12.5 yen per share to each shareholder; accordingly the annual cash dividend per share was 25.0 yen.

Sony believes that by continuously increasing corporate value, its shareholders can be rewarded. Accordingly, as for retained earnings, Sony plans to utilize them to carry out various investments that are indispensable for ensuring future growth and strengthening competitiveness.

Significant Changes

No significant change has occurred since the date of the annual financial statements included in this annual report. Regarding subsequent events after the end of March 2002,2003, refer to“Strategic “Strategic Developments and Forecast” in“Item 5.Operating and Financial Review and Prospects.”

Item 9.    The Offer and Listing

Offer and Listing Details

Not Applicable

Plan of Distribution

Not Applicable

Markets

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 (the “NYSE”) in the form of American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”). Each ADS represents one share of Common Stock.

Sony Corporation’s Common Stock, with no par value per share, has been listed on the TSE since 1958, and is also listed on four other stock exchanges in Japan: Osaka, Nagoya, Fukuoka and Sapporo. In addition, Sony Corporation’s Common Stock is listed on the following stock exchanges outside Japan: Pacific, Chicago, Toronto, London, Paris, Frankfurt, Düsseldorf, Brussels, Vienna, and Swiss.

Sony Corporation’s ADRs have been traded in the U.S. since 1961 and have been listed on the NYSE since 1970 under the symbol “SNE.” Sony Corporation’s ADRs are issued and exchanged by Morgan Guaranty Trust Company of New York, as Depositary.

In June 2001, Sony Corporation issued shares of subsidiary tracking stock in Japan, the economic value of which is intended to be linked to the economic value of Sony Communication Network Corporation (“SCN”), a directly and indirectly wholly ownedwholly-owned subsidiary of Sony Corporation which is engaged in Internet-related services. The subsidiary tracking stock, totaling 3,072,000 shares, was issued at 3,300 yen per share and listed on the TSE. The shares were not offered or sold in the U.S.

Trading on the TSE and NYSE

The following table sets forth for the periods indicated the reported high and low sales prices per share of Sony Corporation’s Common Stock on the TSE and the reported high and low sales prices per share of Sony Corporation’s ADS on the NYSE.

   
Tokyo Stock Exchange
Price Per Share
of Common Stock (Yen)

    
New York Stock Exchange Price Per Share
of ADS
(U.S. Dollars)

   
High

  
Low

    
High

    
Low

Annual highs and lows
                
The fiscal year ended March 31, 1998*  6,350  4,260    51.84    34.75
The fiscal year ended March 31, 1999*  6,745  3,615    50.38    30.13
The fiscal year ended March 31, 2000*  16,950  5,360    157.38    44.63
Quarterly highs and lows
                
The fiscal year ended March 31, 2001                
1st quarter  15,100  9,260    141.25    88.75
2nd quarter  12,480  9,850    116.31    90.44
3rd quarter  10,870  7,510    100.94    67.00
4th quarter  9,560  7,990    78.38    65.40
The fiscal year ended March 31, 2002                
1st quarter  10,340  8,020    85.75    65.15
2nd quarter  8,280  4,080    66.00    33.02
3rd quarter  6,260  3,960    50.25    32.80
4th quarter  7,320  5,520    57.10    40.60
Monthly highs and lows
                
2001                
December  6,260  5,500    50.25    43.17
2002                
January  6,700  5,730    49.68    42.75
February  6,370  5,520    47.85    40.60
March  7,320  6,180    57.10    47.15
April  7,300  6,700    56.44    50.25
May  7,460  6,730    59.95    52.65

   Tokyo Stock Exchange
Price Per Share
of Common Stock
(Yen)


  

New York Stock Exchange
Price Per Share
of ADS

(U.S. Dollars)


   High

  Low

  High

  Low

Annual highs and lows

            

The fiscal year ended March 31, 1999*

  6,745  3,615  50.38  30.13

The fiscal year ended March 31, 2000*

  16,950  5,360  157.38  44.63

The fiscal year ended March 31, 2001

  15,100  7,510  141.25  65.40

Quarterly highs and lows

            

The fiscal year ended March 31, 2002

            

1st quarter

  10,340  8,020  85.75  65.15

2nd quarter

  8,280  4,080  66.00  33.02

3rd quarter

  6,260  3,960  50.25  32.80

4th quarter

  7,320  5,520  57.10  40.60

The fiscal year ended March 31, 2003

            

1st quarter

  7,460  5,800  59.95  47.91

2nd quarter

  6,360  4,810  53.49  40.20

3rd quarter

  5,590  4,850  45.84  39.79

4th quarter

  5,130  4,070  43.40  34.85

Monthly highs and lows

            

2002

            

December

  5,520  4,960  45.05  40.88

2003

            

January

  5,130  4,620  43.40  39.33

February

  4,840  4,430  40.15  37.66

March

  4,600  4,070  38.31  34.85

April

  4,240  2,720  35.82  23.16

May

  3,190  2,775  27.44  24.01

June

  3,590  3,220  29.99  27.60

July

  4,050  3,350  34.38  28.33

August (through August 25)

  3,880  3,500  33.40  29.39

* The reported high and low share prices of Sony Corporation for the fiscal years ended March 31, 2000, 1999 and 1998, have been restated for the two-for-one stock split that has become effective on May 19, 2000. Stock price data are based on prices throughout the sessions for each corresponding period at each stock exchange.

On June 19, 2002,August 25, 2003, the closing sales price per share of Sony Corporation’s Common Stock on the TSE was 6,2903,830 yen. On June 18, 2002,August 25, 2003, the closing sales price per share of Sony Corporation’s ADS on the NYSE was 51.8032.58 U.S. dollars.

Selling Shareholders

Not Applicable

Dilution

Not Applicable

Expenses of the Issue

Not Applicable

Item 10.    Additional Information

Share Capital

Not applicable

Applicable

Memorandum and Articles of Association

Organization

Sony Corporation is a joint stock corporation(kabushiki kaisha)incorporated in Japan under the Commercial Code(shoho)of Japan. It is registered in the Commercial Register(shogyo tokibo)maintained by the Shinagawa RegistryBranch Office and several other registry offices of the MinistryTokyo Bureau of Justice.Legal Affairs.

Objects and purposes

Article 3 of the Articles of Incorporation of Sony Corporation provides that its purpose is to engage in the following business activities:

(i) manufacture and sale of electronic and electrical machines and equipment, medical instruments, optical instruments and other equipment, machines and instruments;

(ii) planning, production and sale of audio-visual software and computer software programs;

(iii) manufacture and sale of metal industrial products, chemical industrial products and ceramic industrial products, textile products, paper products and wood-crafted articles, daily necessities, food stuffsfoodstuffs and toys, transportation machines, equipment, petroleum and coal products;

(iv) real estate activities, construction business, transportation business and warehousing business;

(v) publishing business and printing business;

(vi) advertising agency business, insurance agency business, broadcasting enterprise, recreation business such as travel, management of sporting facilities, etc. and other service enterprises;

(vii) financial business;

(viii) Type I and Type II telecommunications business under the Telecommunications Business Law;

(ix) investment in stocks and bonds, etc.;

(x) manufacture, sale, export and import of products which are incidental to or related to those mentioned above;

(xi) rendering of services related to those mentioned above;

(xii) investment in businesses mentioned above operated by other companies or persons; and

(xiii) all businesses which are incidental or related to those mentioned above.

Directors

Under the Commercial Code each Director has executive powers(including the Law for Special Exemptions to the Commercial Code concerning the audit and dutiesother aspects of joint stock corporations, collectively the “Commercial Code”), Directors have no power to manageexecute the affairsbusiness of Sony Corporation and each Representativeexcept for limited circumstances permitted

by law. If a Director who is elected from amongalso serves concurrently as a Corporate Executive Officer, then he/she can execute the Directors by the Boardbusiness of Directors, has the statutory authority to represent Sony Corporation in all respects.the capacity of Corporate Executive Officer. Under the Commercial Code, the Directors must refrain from engaging in any business competing with Sony Corporation unless approved by the Board of Directors, and any Director who has a material interest in the subject matter of a resolution to be taken by the Board of Directors cannot vote in such resolution. The total amount of remuneration to Directors and that to Statutory Auditors are subject to approval ateach Director is determined by the General Meeting of Shareholders. Within such authorized amounts the BoardCompensation Committee, which consists of Directors, the majority of whom are outside Directors (refer to “Board Practices” inItem 6. Directors, Senior Management and Employees”). No member of the Board of Statutory Auditors respectively determine theCompensation Committee may vote on a resolution with respect to his/her own compensation to eachas a Director and Statutory Auditor.

or a Corporate Executive Officer.

Except as stated below, neither the Commercial Code nor Sony Corporation’s Articles of Incorporation make a special provision as to the Director’s or Statutory Auditor’s power to vote in connection with their compensation; or the borrowing powers exercisable by a Representative Director (or a Director who is given

power by a Representative Director to exercise such powers),Directors, their retirement age, or a requirement to hold any shares of capital stock of Sony Corporation.

The Commercial Code specifically requires a resolution of the Board of Directors or a determination of the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors for a corporationSony Corporation to acquire or dispose of material assets; to borrow a substantial amount of money; to employ or discharge from employment important employees, such as executive officers;general managers; and to establish, change or abolish a material corporate organization such as a branch office. The Regulations of the Board of Directors of Sony Corporation require a resolution of the Board of Directors for Sony Corporation’s borrowing or lending of a large amount of money or giving of a guarantee in a large amount. There is no written rule as to what constitutes a “large” amount in these contexts. However, it has been the general practice of Sony Corporation’s Board of Directors to adopt a resolution for a borrowing or guaranteeing in an amount not less than fivefifty billion yen or its equivalent.

Capital stock

Unless otherwise indicated or the context otherwise requires, the following discussion applies equally to both the shares of Common Stock and the shares of subsidiary tracking stock.

(General)

Set forth below is information relating to Sony Corporation’s capital stock, including brief summaries of the relevant provisions of Sony Corporation’s Articles of Incorporation and Share Handling Regulations, as currently in effect, and of the Commercial Code and related legislation.

In order to assert shareholders’ rights against Sony Corporation, a shareholder must, except as set forth below, have its name and address registered on Sony Corporation’s register of shareholders, in accordance with Sony Corporation’s Share Handling Regulations. The registered beneficial holder of deposited shares underlying the ADSs is the Depositary for the ADSs. Accordingly, holders of ADSs will not be able directly to assert shareholders’ rights against Sony Corporation.

UFJ Trust Bank Limited is the transfer agent for Sony Corporation’s capital stock. As such, it keeps Sony Corporation’s registers of shareholders and beneficial shareholders in its office at 4-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo, and records transfers of shares upon presentation of the certificates representing the transferred shares.

A holder of shares may choose, at its discretion, to participate in the central clearing system for share certificates under the Law Concerning Central Clearing of Share Certificates and Other Securities of Japan. Participating shareholders must deposit certificates representing all of the shares to be included in this clearing system with the Japan Securities Depository Center, Inc. or JASDEC. If a holder is not a participating institution in JASDEC, it must participate through a participating institution, such as a securities company or bank having a clearing account with JASDEC. All shares deposited with JASDEC will be registered in the name of JASDEC on Sony Corporation’s register of shareholders. Each participating shareholder will in turn be registered on Sony Corporation’s register of beneficial shareholders and be treated in the same way as shareholders registered on

Sony Corporation’s register of shareholders. Entry of the share transfer in the books maintained by JASDEC for participating institutions, or in the book maintained by a participating institution for its customers, has the same effect as delivery of share certificates. The registered beneficial shareholders may exercise the rights attached to the shares, such as voting rights, and will receive dividends (if any) and notices to shareholders directly from Sony Corporation. The shares held by a person as a registered shareholder and those held by the same person as a registered beneficial shareholder are aggregated for these purposes. Beneficial owners may at any time withdraw their shares from deposit and receive share certificates.

(Authorized capital)

Article 5 of the Articles of Incorporation of Sony Corporation provides that Sony Corporation may issue both shares of Common Stock and shares of subsidiary tracking stock. Subsidiary tracking stock is the stock whose dividendswhich dividend rights track the dividend rights of a particular subsidiary of Sony Corporation. The rights of the holders of such stock may be different from those of the holders of Sony Corporation’s Common Stock in certain other respects such as rights to receive residual assets in the event of liquidation of Sony Corporation.

Paragraph 2 of Article 5 of Sony Corporation’s Articles of Incorporation provides that the total number of shares authorized to be issued by Sony Corporation is three billion six hundred million (3,600,000,000) shares, of which three billion five hundred million (3,500,000,000) shares shall be Common Stock and one hundred million (100,000,000) shares shall be subsidiary tracking stock. If shares of Common Stock are retired or shares of subsidiary tracking stock are either retired or converted into shares of Common Stock, the respective numbers of shares so retired or converted shall be deducted from the respective total numbers of shares authorized to be issued by Sony Corporation.

Under the Commercial Code as amended as of October 1, 2001 (the“2001 Amendments”), all

All shares of capital stock of corporations incorporated under the Commercial Code, including Sony Corporation are non-par value shares and a new unit share system called“tangen-kabu” was introduced. At the Ordinary General Meeting of Shareholders held on June 20, 2002, shareholders approved amendments to the Articles of Incorporation to reflect these changes.

have no par value.

(Dividends)

The Articles of Incorporation of Sony Corporation provide that the accounts shall be closed on March 31 of each year and thatyear. Year-end dividends, if any, shall be paid to shareholders, beneficial shareholders and pledgees of record as of the end of such day. After the close of the fiscal period, a Corporate Executive Officer designated by the Board of Directors prepare,prepares, among other things, a proposed allocation of profits for dividends and other purposes; this proposal is submitted to the Statutory Auditors of Sony CorporationAudit Committee and to independent certified public accountants and then submitted for approval to the Ordinary General MeetingBoard of Shareholders, which is normally heldDirectors. Unless the Audit Committee or any independent certified accountant state their objection in June each year. In additiontheir audit report, such proposal shall be deemed to provisions for dividends, if any, and forbe approved by the legal reserve and other reserves,shareholders when approved by the allocationBoard of profits customarily includes a bonus to Directors and Statutory Auditors.Directors. In addition to year-end dividends, the Board of Directors of Sony Corporation may by its resolution declare a cash distribution pursuant to Article 293-5 of the Commercial

Code (an“interim “interim dividend”) to shareholders, beneficial shareholders and pledgees of record at the end of each September 30, without shareholders’ approval, but subject to the limitation described below.

The Commercial Code provides that, a company mustmay not make any distribution of profit by way of dividends or interim dividends unless it has set aside in its legal reserve an amount equal to at least one-tenth of the amount paid by way of appropriation of retained earnings for such fiscal period or equal to one-tenth of the amount of interim dividends until the aggregate amount of its additional paid-in capital and its legal reserve equals to one-quarter of its stated capital, .capital. Under the Commercial Code, Sony Corporation is permitted to distribute profits by way of year-end or interim dividends out of the excess of its net assets over the aggregate of:

 (i) its stated capital;

 (ii) its additional paid-in capital;

 (iii) its accumulated legal reserve;

 (iv) the legal reserve to be set aside in respect of the fiscal period concerned; and

 (v) the excess, if any,other amounts as provided for by an ordinance of the amountMinistry of unamortized expenses incurred in preparation for commencement of business and in connection with research and development over the aggregate of amounts referred to in (ii), (iii) and (iv) above; andJustice.
(vi)if certain assets of Sony Corporation are stated at market value on such balance sheet pursuant to the provisions of the Commercial Code, the net amount of their market value in excess of their acquisition cost.

In the case of interim dividends, the net assets are calculated by reference to the non-consolidated balance sheet as at the last closing of Sony Corporation’s accounts, but adjusted to reflect (x) any subsequent payment by way of appropriation of retained earnings and transfer to legal reserve in respect thereof, (y) any subsequent transfer of retained earning to stated capital and (z) if Sony Corporation has been authorized, pursuant to a resolution of a General Meeting of Shareholders, to purchase Shares (see“Acquisitionshares of Sharesits Common Stock or shares of its subsidiary tracking stock (refer to “(Acquisition by Sony Corporation”Corporation of its capital stock)” and “Subsidiary tracking stock(Acquisition by Sony Corporation of its subsidiary tracking stock) below) the total amount of the purchase price of such Shareshares so authorized by such resolution that may be paid by Sony Corporation. Interim dividends may not be paid where there is a risk that at the end of the fiscal year there might not be any excess of net assets over the aggregate of the amounts referred to in (i) through (vi)(v) above.

In Japan the“ex-dividend” “ex-dividend” date and the record date for dividends precede the date of determination of the amount of the dividend to be paid.

Under its Articles of Incorporation, Sony Corporation is not obliged to pay any dividends which are left unclaimed for a period of threefive years after the date on which they first became payable.

(Dividends on subsidiary tracking stock)Stock Splits)

See “Subsidiary tracking

Sony Corporation may at any time split shares in issue into a greater number of shares by a resolution of the Board of Directors or a determination of the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors, and may amend its Articles of Incorporation to increase the number of the authorized shares to be issued to allow the stock(Dividends)” below.

split pursuant to a resolution of the Board of Directors or a determination of the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors rather than a special resolution of a General Meeting of Shareholders which is otherwise required for amending the Articles of Incorporation.

In the event of a stock split, generally, shareholders will not be required to exchange share certificates for new share certificates, but certificates representing the additional shares resulting from the stock split will be issued to shareholders. When a stock split is to be made Sony Corporation must give public notice of the stock split, specifying the record date thereof, at least two weeks prior to such record date. In addition, promptly after the stock split takes effect, Sony Corporation must give notice to each shareholder specifying the number of shares to which such shareholder is entitled by virtue of the stock split.

(General Meeting of Shareholders)

The Ordinary General Meeting of Shareholders of Sony Corporation for each fiscal year is normally held in June inof each year in Tokyo, Japan. In addition, Sony Corporation may hold an Extraordinary General Meeting of Shareholders whenever necessary by giving notice thereof at least two weeks’ advance noticeweeks prior to shareholders.

the date set for the meeting.

Notice of a shareholders’ meeting setting forth the place, time and purpose thereof, must be mailed to each shareholder having voting rights (or, in the case of a non-resident shareholder, to hissuch shareholder’s resident proxy or mailing address in Japan) at least two weeks prior to the date set for the meeting. Under the Commercial Code, such notice may be given to shareholders by electronic means, subject to theobtaining consent by the relevant shareholders. The record date for an Ordinary General Meeting of Shareholders is March 31 of each year.

Any shareholder or group of shareholders holding at least three per cent.percent of the total number of voting rights for a period of six months or more may require the convocation of a General Meeting of Shareholders for a particular purpose. Unless such shareholders’ meeting is convened promptly or a convocation notice of a meeting which is to be held not later than sixeight weeks from the day of such demand is dispatched, the requiring shareholder may, upon obtaining a court approval, convene such shareholders’ meeting.

Any shareholder or group of shareholders holding at least 300 voting rights or one percent of the total number of voting rights for a period of six months or more may propose a matter to be considered at a General Meeting of Shareholders by submitting a written request to a Representative Director at least sixeight weeks prior to the date set for such meeting.

(Voting rights)

A

So long as Sony Corporation maintains the unit share system, a holder of shares (whether shares of Common Stock or shares of subsidiary tracking stock) constituting one or more units is entitled to one vote for each such unit of shares (see ‘(New “Unit”stock (refer to“(Unit share system)’ below) below, currently 100 shares constitue one unit), except that Sony Corporation or a corporate shareholder of which more than one-quarter of the total voting rights are directly or indirectly held by Sony Corporation has no voting rights with respect to shares of capital stock of Sony Corporation owedare afforded to Sony Corporation or any corporate shareholder more than one-quarter of the total voting rights of which are directly or indirectly held by it.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 provided by law or by the Articles of Incorporation of Sony Corporation, a resolution can be adopted at a General Meeting of Shareholders by a majority of the number of voting rights of all the shareholders represented at the meeting. The Commercial Code and Sony Corporation’s Articles of Incorporation provide, however, that the quorum for the election of Directors and Statutory Auditors shall not be less than one-third of the total number of voting rights of all the shareholders. Sony Corporation’s shareholders are not entitled to cumulative voting in the election of Directors. Shareholders may cast their vote in writing and may also exercise their voting rights through proxies, provided that the proxies are also shareholders holding voting rights. Shareholders may also exercise their voting rights by electronics means whenby a resolution of the Board of Directors decidesor a determination of the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors to permit such method of exercising voting rights.

The Commercial Code providesand the Articles of Incorporation of Sony Corporation provide that in order to amend the Articles of Incorporation and in certain other instances, including a reduction of stated capital, the removal of a Director, or Statutory Auditor, dissolution, merger or consolidation requiring shareholders resolution, the transfer of the whole or an important part of the business, the taking over of the whole of the business of any other corporation, share exchange or share transfer requiring shareholders resolution for the purpose of establishing 100 percent parent-subsidiary relationships, any splitting of the company into two or more corporations requiring shareholders resolution, any offering of new shares at a “specially favorable” price to any persons other than shareholders, theany granting to any persons other than shareholders of rights to subscribe for or acquire shares from Sony Corporation (shinkabu-yoyakuken;“stock “stock acquisition rights”) under“specially favorable” conditions or the offering to any persons other than shareholders of bonds with stock acquisition rights, under “specially favorable” conditions to any persons other than shareholders, the quorum shall be a majorityone-third of the total number of voting rights of all the shareholders, and the approval by at least two-thirds of the number of voting rights of all the shareholders represented at the meeting is required (the “special shareholders resolutions”).

(Issue of additional shares and pre-emptive rights)

Holders of Sony Corporation’s shares of capital stock have no pre-emptive rights under its Articles of Incorporation. Authorized but unissued shares (whether of Common Stock or of subsidiary tracking stock) may be issued at such times and upon such terms as the Board of Directors determines or as the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors determines, subject to the limitations as to the offering of new shares at a“specially “specially favorable” price mentioned under (Voting rights) above. The Board of Directors or the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors may, however, determine that shareholders of a particular class of stock shall be given subscription rights regarding a particular issue of new shares of that class, in which case such rights must be given on uniform terms to all shareholders of that class of stock as at a record date of which not less than two weeks’ prior public notice must be given. Each of the shareholders to whom such rights are given must also be given notice of the expiry thereof at least two weeks prior to the date on which such rights expire.

Right

The right to subscribe for new shares may be made generally transferable by a resolution of the Board of Directors or a determination of the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors. Whether Sony Corporation will make subscription rights generally transferable in future rights offerings will depend upon the circumstances at the time of such offerings. If subscription rights are not made generally transferable, transfers by a non-resident of Japan or a corporation organized under the laws of a foreign country or whose principal office is located in a foreign country will be enforceable against Sony Corporation and third parties only if Sony Corporation’s prior written consent to each such transfer is obtained. When such consent is necessary in the future for the transfer of subscription rights, Sony Corporation intends to consent, on request, to all such transfers by such a non-resident or foreign corporation.

Under the 2001 Amendments, subject

Subject to certain requirements,conditions, Sony Corporation may issue stock acquisition rights by a resolution of the Board of or a determination of the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors. Holders of stock acquisition rights may exercise their rights to acquire a certain number of shares within the exercise period as prescribed in the terms of their stock acquisition rights. Upon exercise of stock acquisition rights, Sony Corporation will be obliged to issue the relevant number of new shares or alternatively to transfer the necessary number of existing sharestreasury stock held by it.

(Liquidation rights)

In the event of a liquidation of Sony Corporation, the assets remaining after payment of all debts and liquidation expenses and taxes will, subject to the rights of the holders of subsidiary tracking stock discussed under “Subsidiary tracking stock(Distribution of residual assets)” below, be distributed among the holders of shares of Common Stock in proportion to the respective numbers of shares of Common Stock held.

(Record date)

March 31 is the record date for Sony Corporation’s year-end dividends. Thedividends if declared. So long as Sony Corporation maintains the unit share system, the shareholders and beneficial shareholders who are registered as the holders of 100 sharesone or more unit of stock in Sony Corporation’s registersregister of shareholders and/or beneficial shareholders at the end of each March 31 are also entitled to exercise shareholders’ rights at the Ordinary General Meeting of Shareholders with respect to the fiscal year ending on such March 31. September 30 is the record date for interim dividends. In addition, Sony Corporation may set a record date for determining the shareholders and/or beneficial shareholders entitled to other rights and for other purposes by giving at least two weeks prior public notice.

The price of shares generally goes ex-dividend or ex-rights on Japanese stock exchanges on the third business day prior to a record date (or if the record date is not a business day, the fourth business day prior thereto), for the purpose of dividends or rights offerings.

(Acquisition by Sony Corporation of its capital stock)

Sony Corporation may acquire its own shares through a stock exchange on which such shares are listed (pursuant to an ordinary resolution of an ordinary general meetingOrdinary General Meeting of shareholders)Shareholders), by way of tender offer (pursuant to an ordinary resolution of an ordinary general meetingOrdinary General Meeting of shareholders)Shareholders), or by purchase from a specific party other than a subsidiary of Sony Corporation (pursuant to a special resolution of an ordinary general meetingOrdinary General Meeting of shareholders)Shareholders) or from a subsidiary of Sony Corporation (pursuant to a resolution of the Board of Directors or a determination of the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors). When such acquisition is made by Sony Corporation from a specific party other than a subsidiary of Sony Corporation, any other shareholder may make a demandrequest to a Representative Director morein writing, not later than five calendar days prior to the relevant shareholders’ meeting, that Sony Corporation also purchaseto

include him/her as the shares held by such shareholder.seller in the proposed purchase. Any such acquisition of shares must satisfy certain requirements, including that in cases other than the acquisition by Sony Corporation of its own shares from a subsidiary of Sony Corporation, the total amount of the purchase price may not exceed the sum of the amount of the retained earnings available for year-end dividend payments after taking into account any reduction, if any, of the stated capital, additional paid-in capital or legal reserve (if such reduction of the stated capital, additional paid-in capital or legal reserve has been authorized pursuant to a resolution of the relevant ordinary general meetingOrdinay General Meeting of shareholders)Shareholders), minus the sum of the amount to be paid by way of appropriation of retained earnings for the relevant fiscal year and the amount to be transferred to stated

capital. capital in respect of the relevant fiscal year pursuant to a resolution of such general meeting of shareholders. If Sony Corporation purchases shares from its subsidiaries, the total amount of the purchase price may not exceed the amount of the retained earnings available for an interim dividend payment minus the amount of any interim dividend Sony Corporation actually paid. However, if it is anticipated that the net assets on the non-consolidated balance sheet as at the end of the immediately followingrelevant fiscal year will be less than the aggregate amount of the stated capital, additional paid-in capital and other items as described in (i) through (vi)(v) to“Dividends”(Dividends) above, Sony Corporation may not acquire such shares.

Shares acquired by Sony Corporation may be held by it for any period or may be cancelledretired by resolution of the Board of Directors or a determination of the Corporate Executive Officer to whom the the authority to make such a determination has been delegated by a resolution of the Board of Directors. Sony Corporation may also transfer (public or private sale or otherwise) to any person the shares held by it, subject to a resolution of the Board of Directors or a determination of the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors, and subject also to other requirements similar to those applicable to the issuance of new shares, as described in(Issue of additional shares and pre-emptive rights”rights) above. Sony Corporation may also utilize its treasury stock for the purpose of transfer to any person upon exercise of stock acquisition rights or for the purpose of acquiring another company by way of merger, share exchange or corporate split through exchange of treasury stock for shares or assets of the acquired company.

(New “Unit”Unit share systemsystem)

General

The 2001 Amendments introduced a new unit share system called “tangen-kabu”. Pursuant to these amendments and the Articles of Incorporation of Sony Corporation provide that 100 shares constitute one unit.“unit” of shares of stock. The Board of Directors or the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors is permitted to amend the Articles of Incorporation to reduce the number of shares that will constitute a new unit or to abolish the unit share system entirely. The number of the shares constituting aone unit is not permitted tocannot exceed 1,000 shares or one-two hundredth (1/200) of the aggregate number of the outstandingall issued shares.

Rights under the “unit” share system

Under the unit share system, shareholders have one voting right for each unit of the sharesstock that they hold. Any number of shares less than aone full unit will carryhave no voting rights nor rights related to voting rights. Except as otherwise described herein, holders of the shares constituting less than a full unit will have all shareholders’ rights vis-à-vis Sony Corporation under the Commercial Code.

Share certificates for less than a new unit of shares
Under the 2001 Amendments and theThe Articles of Incorporation of Sony Corporation provide that no share certificates may be issued with respect to any number of shares constituting less than one full unit, unless Sony Corporation deems the issue of such share certificates to be necessary for any shareholder(s). As the transfer of shares normally requires delivery of the certificates therefore, fractions of a unit for which no share certificate has been issued are not transferable.
Repurchase by Sony Corporation

Except as otherwise described above, holders of the shares constituting less than aone full unit

will have all the rights granted to shareholders under the Commercial Code.

A holder of shares constituting less than one full unit may require Sony Corporation to purchase such Shares at their market value in accordance with the provisions of the Share Handling Regulations of Sony Corporation.

Effect

The Articles of Incorporation of Sony Corporation provide that a holder of shares constituting less than one full unit may request Sony Corporation to sell to such holder such amount of shares which will, when added

together with the shares constituting less than one full unit, constitute one full unit of stock. Such request by a holder and the sale by Sony Corporation must be made in accordance with the provisions of the unit share system on holdersShare Handling Regulations of ADRs

Sony Corporation.

A holder who owns ADRs evidencing less than 100 ADSs will indirectly own less than a wholeone full unit. Although, as discussed above, under the unit share system holders of less than aone full unit have the right to require Sony Corporation to purchase their shares or sell shares held by Sony Corporation to such holders, holders of ADRs evidencing ADSs that represent other than integral multiples of whole units are unable to withdraw the underlying shares of capital stock representing less than aone full unit and, therefore, are unable, as a practical matter, to exercise the rights to require Sony Corporation to purchase such underlying shares.shares or sell shares held by Sony Corporation to such holders. As a result, access to the Japanese markets by holders of ADRs through the withdrawal mechanism will not be available for dispositions of shares in lots less than aone full unit. The unit share system does not affect the transferability of ADSs, which may be transferred in lots of any size.

(Sale by Sony Corporation of shares held by shareholders whose address is unknown)

Sony Corporation is not required to send a notice to a shareholder if a notice to such shareholder fails to arrive at the registered address of the shareholder in Sony Corporation’s register of shareholders or at the address otherwise notified to Sony Corporation continuously for five years or more.

In addition, Sony Corporation may sell or otherwise dispose of shares of capital stock for which the location of the shareholder is unknown. Generally, if (i) notices to a shareholder fail to arrive continuously for five years or more at the shareholder’s registered address in Sony Corporation’s register of shareholders or at the address otherwise notified to Sony Corporation, and (ii) the shareholder fails to receive dividends on the shares continuously for five years or more at the address registered in Sony Corporation’s register of shareholders or at the address otherwise notified to Sony Corporation, Sony Corporation may sell or otherwise dispose of the shareholder’s shares by a resolution of the Board of Directors or a determination of the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors and after giving at least three months’ prior public and individual notice, and holding or depositing the proceeds of such sale or disposal of shares at the then market price of the shares for the shareholder, the location of which is unknown.

Subsidiary tracking stock

By a special resolution of the Extraordinary General Meeting of Shareholders held on January 25, 2001, Sony Corporation’s Articles of Incorporation were amended to enable Sony Corporation to issue shares of subsidiary tracking stock. By resolutions of the Board of Directors dated May 15 and 31, 2001, Sony Corporation created and issued 3,072,000 shares of a series of subsidiary tracking stock. The subsidiary whose economic value this series of subsidiary tracking stock tracks is Sony Communication Network Corporation (“SCN”), a Japanese corporation directly and indirectly wholly ownedwholly-owned by Sony Corporation. Except as otherwise stated in the preceding paragraphs and as stated in the following paragraphs, the shares of the subsidiary tracking stock have the same rights and characteristics as those of shares of Common Stock described above.

(Dividends)

The dividend (the year-end dividend and the interim dividend) on the shares of this series of subsidiary tracking stock is payable only when the board of directors of SCN has resolved to pay to the holders of its common stock a dividend (in the case of year-end dividend, SCN’s year-end dividend, and in the case of interim dividend, SCN’s interim dividend) in an amount per share of the subsidiary tracking stock equal to the smaller of the amount of SCN’s dividend per share of its common stock multiplied by the Standard Ratio (as defined in the Articles of Incorporation: currently one one-hundredth, which is subject to adjustment in the occurrence of certain dilutive events) or 100,000 yen multiplied by the Standard Ratio per share (the“Maximum “Maximum Dividend Amount”), subject to statutory restriction on Sony Corporation’s ability to pay dividends on its shares of capital

stock referred to under “Capital stockstock—(Dividends)above. If the amount of interim dividend paid to the holders of shares of a series of subsidiary tracking stock for any fiscal year is less than the amount calculated in accordance with the foregoing formula, such shortfall will be added to the amount of the year-end dividend of such fiscal year. If the amount of dividends paid to the holders of shares of a series of subsidiary tracking stock is less than the amount which should have been paid pursuant to the formula set forth above due to the statutory restriction referred to above or for any other reason, such shortfall will be accumulated and such cumulative amount will be paid to the holders of shares of the subsidiary tracking stock for subsequent fiscal period(s), subject to the statutory limitation set forth above and the Maximum Dividend Amount. Any such dividend on the subsidiary tracking stock is payable in priority to the payment of dividends to the holders of shares of Common Stock. However, the holders of shares of subsidiary tracking stock have no right to participate in the dividends to holders of shares of Common Stock. Furthermore, even if the boardBoard of directorsDirectors of SCN does not take a resolution for the payment of dividends to the holders of SCN common stock, Sony Corporation may decide to pay dividends to the holders of its Common Stock.

(Voting rights)

The holders of shares of subsidiary tracking stock have the same voting rights, subject to the same limitation on voting rights, as those of the holders of shares of Common Stock and, thus, are entitled to participate and vote at any General Meeting of Shareholders in the same way as the shareholders of Common Stock. In addition, as each series of subsidiary tracking stock is a separate class of stock different from the Common Stock, if any resolution of the General Meeting of Shareholders for amending the Articles of Incorporation, any granting to shareholders of any series of subsidiary tracking stock certain rights with respect to certain matters including the issue of new shares, stock acquisition rights, bonds with stock acquisition rights, combination,consolidation, split, purchase or retirement of shares, share exchange or share transfer, or a merger or consolidation or splitting of Sony Corporation would adversely affect the rights of the holders of shares of a particular class or classes of subsidiary tracking stock, the holders of shares of each such class of subsidiary tracking stock will have the right to approve or disapprove such resolution by a special resolution of the meeting of holders of shares of that class of subsidiary tracking stock.

(Distribution of residual assets)

In the event of distribution of residual assets to the shareholders of Sony Corporation, as long as such assets include shares of common stock of SCN, the number of shares of SCN common stock obtained by multiplying

the number of shares of the subsidiary tracking stock held by each holder by the Standard Ratio (if the total number of shares of SCN common stock available for distribution is less than the total number so to be distributed, the lesser number adjusted in proportion to the respective numbers of shares of the subsidiary tracking stock held by such holders) or the net proceeds from the sale of the shares of SCN common stock so to be distributed will be distributed to the holders of shares of the subsidiary tracking stock. Such distribution will be made in priority to the distribution of residual assets to the holders of shares of Common Stock. No other distribution of residual assets will be made to the holders of shares of subsidiary tracking stock.

(Acquisition of shares of tracking stock)

The shares of subsidiary tracking stock may be subject to acquisition in the same manner and under the same restriction as the shares of Common Stock referred to under “Capital stock(Acquisition by Sony Corporation of its capital stock)above.

In addition, at any time after the elapse of three years from June 20, 2002, it2001, Sony Corporation may retire the entire amount of all outstanding shares of that series of subsidiary tracking stock upon paying to the holders thereof an amount equal to the current market price (as defined in the Articles of Incorporation) of shares of the subsidiary tracking stock out of Sony Corporation’s retained earnings available for dividend payments.

Sony Corporation may also retire the shares of a series of subsidiary tracking stock in their entirety pursuant to the procedures prescribed by the Commercial Code for the reduction of capital upon payment to the holders of shares of the subsidiary tracking stock an amount equal to the market value thereof as set forth above.

(Conversion of subsidiary tracking stock)

At any time after the elapse of three years from the date of the initial issuance of shares of a series of subsidiary tracking stock as determined by the Board of Directors of Sony CorporationJune 20, 2001 and so long as the shares of Sony Corporation’s Common Stock are listed or registered on any stock exchange or over-the-counter market (the“Stock(a “Stock Exchange”), itSony Corporation may convert the entire amount of all outstanding shares of the subsidiary tracking stock into shares of Sony Corporation’s Common Stock at the rate of the multiple of 1.1 of the market value (as defined in the Articles of Incorporation) of shares of the subsidiary tracking stock divided by the market value (as similarly defined) of shares of Sony Corporation’s Common Stock.

(Compulsory termination)

If any of the following events occurs, the entire amount of all outstanding shares of the subsidiary tracking stock will be either retired or converted into shares of Sony Corporation’s Common Stock at the price or rate set forth above:

 (i) if SCN transfers its assets representing 80 percent or more of the total assets appearing on its most recent consolidated balance sheet or transfers its business as a result of which its consolidated revenue is expected to decrease by 80 percent or more from its most recent consolidated profit and loss statement;

 (ii) SCN ceases to be a subsidiary of Sony Corporation;

 (iii) the number of shares of capital stock of SCN which Sony Corporation directly holds becomes less than the total number of outstanding shares of tracking stock multiplied by the Standard Ratio and such situation continues for a period of 3 months or more;

 (iv) a resolution was taken by SCN’s shareholders for its dissolution;

 (v) certain events of bankruptcy; or

 (vi) occurrence of any event which causes de-listing or de-registration of the subsidiary tracking stock from all Stock Exchanges where the tracking stock is listed.

If the shares of capital stock of SCN are approved by any Stock Exchange for listing or registration thereon, the entire amount of all outstanding shares of the subsidiary tracking stock will be either retired or converted into shares of Sony Corporation’s Common Stock at the price or rate set forth above on the date determined by Sony Corporation’s Board of Directors or the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors prior to the date of such approval of the Stock Exchange; or, they may be retired in their entirety by distributing the number of shares of SCN common stock to each holder of shares of the subsidiary tracking stock at the rate calculated by multiplying the number of such shares by the Standard Ratio on the date of such listing or registration or the date prior to such date determined by Sony Corporation’s Board of Directors or the Corporate Executive Officer to whom the authority to make such a determination has been delegated by a resolution of the Board of Directors.

(Miscellaneous)

Either or both of the shares of Common Stock and the shares of subsidiary tracking stock may be consolidated or split at the same ratio or at different ratios. The holders of shares of Common Stock and/or the holders of shares of subsidiary tracking stock may be allotted rights to subscribe for new shares (to the holders of Common Stock, new shares of Common Stock, and to the holders of subsidiary tracking stock, new shares of subsidiary tracking stock) at the same ratio or different ratios and on different conditions.

Reporting of substantial shareholdings

The Securities and Exchange Law of Japan requiresand its related regulations require any person, regardless of residence, who has become, beneficially and solely or jointly, a holder of more than five percent of the total issued shares of capital stock of a company listed on any Japanese stock exchange or whose shares are traded on the over-the-counter market in Japan to file with the Director General of the competent Regional Finance Bureau of the Ministry of Finance within five business days a report concerning such shareholdings.

A similar report must also be filed in respect of any subsequent change of one percent or more in any such holding, with certain exceptions. For this purpose, shares issuable to such person upon conversion of convertible securities or exercise of share subscription warrants or stock acquisition rights are taken into account in determining both the number of shares held by such holder and the issuer’s total issued share capital. Copies of such report must also be furnished to the issuer of such shares and all Japanese stock exchanges on which the shares are listed or (in the case of shares traded over-the-counter) the Japan Securities Dealers Association.

Except for the general limitation under Japanese anti-trust and anti-monopoly regulations against holding of shares of capital stock of a Japanese corporation which leads or may lead to a restraint of trade or monopoly, and except for general limitations under the Commercial Code or Sony Corporation’s Articles of Incorporation on the rights of shareholders applicable regardless of residence or nationality, there is no limitation under Japanese laws and regulations applicable to Sony Corporation or under its Articles of Incorporation on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the shares of capital stock of Sony Corporation.

There is no provision in Sony Corporation’s Articles of Incorporation or by-laws that would have an effect of delaying, deferring or preventing a change in control of Sony Corporation and that would operate only with respect to merger, acquisition or corporate restructuring involving Sony Corporation.

Material contracts

None

None

Exchange controls

The Japanese Foreign Exchange and Foreign Trade Law currently in effect (the “Law”of Japan and its related cabinet orders and ministerial ordinances (the”Foreign Exchange Regulations”), does not affect or restrict govern the rightsacquisition and holding of non-resident or foreign corporation to acquire or hold shares of capital stock of Sony Corporation exceptby “exchange non-residents” and by “foreign investors.” The Foreign Exchange Regulations currently in effect do not, however, affect transactions between exchange non-residents to purchase or sell shares outside Japan using currencies other than Japanese yen.

Exchange non-residents are:

individuals who do not reside in Japan; and

corporations whose principal offices are located outside Japan.

Generally, branches and other offices of non-resident corporations that inare located within Japan are regarded as residents of Japan. Conversely, branches and other offices of Japanese corporations located outside Japan are regarded as exchange non-residents.

Foreign investors are:

individuals who are exchange non-residents;

corporations that are organized under the eventlaws of foreign countries or whose principal offices are located outside of Japan; and

corporations (1) of which 50 percent or more of their shares are held by individuals who are exchange non-residents and/or corporations (a) that are organized under the laws of foreign countries or (b) whose

principal offices are located outside of Japan or (2) a majority of whose officers, or officers having the power of representation, are individuals who are exchange non-residents.

In general, the acquisition of shares of a Japanese company (such as the shares of capital stock unless such acquisitionof Sony Corporation) by an exchange non-resident from a resident of Japan is made through a securities company or other financial institution, the acquiring non-resident or foreign corporation isnot subject to a post-transaction reporting requirement under the Law. However,any prior filing requirements. In certain limited circumstances, however, the Minister of Finance hasmay require prior approval of an acquisition of this type. While prior approval, as described above, is not required, in the powercase where a resident of Japan transfers shares of a Japanese company (such as the shares of capital stock of Sony Corporation) for consideration exceeding 100 million yen to imposean exchange non-resident, the resident of Japan who transfers the shares is required to report the transfer to the Minister of Finance within 20 days from the date of the transfer, unless the transfer was made through a licensing requirementbank, securities company or financial futures trader licensed 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 certain acquisitionsJapan and, as a result of the acquisition, the foreign investor, in extremelycombination with any existing holdings, directly or indirectly holds 10 percent or more of the issued shares of the relevant company, the foreign investor must file a report of the acquisition with the Minister of Finance and any other competent Ministers having jurisdiction over that Japanese company within 15 days from and including the date of the acquisition, except where the offering of the company’s shares was made overseas. In limited circumstances. circumstances, such as where the foreign investor is in a country that is not listed on an exemption schedule in the Foreign Exchange Regulations, a prior notification of the acquisition must be filed with the Minister of Finance and any other competent Ministers, who may then modify or prohibit the proposed acquisition.

Under the Law dividendForeign Exchange Regulations, dividends paid on and the proceeds offrom sales in Japan of shares of capital stock of Sony Corporation held by non-residents of Japan may in generalgenerally be converted into any foreign currency and repatriated abroad.

Taxation

The following is a general summary of the major Japanese national tax and U.S. federal tax consequences of the ownership, acquisition and disposition of shares of capital stock of Sony Corporation and of ADRs evidencing ADSs representing shares of Common Stock of Sony Corporation by a non-resident of Japan or a non-Japanese corporation which holds those shares or ADSs and iswithout a permanent establishment in Japan. The summary does not purportedpurport to be a comprehensive to coverdescription of all situationsof the tax considerations that may be relevant to any particular investors. Holdersinvestor depending on its individual circumstances. Accordingly, holders of shares of capital stock of Sony Corporation or ADSs are strongly urgedencouraged to consult their tax advisors regarding the application of the considerations discussed below to their tax positions.particular circumstances.

For purposes of the Income Tax Convention between the U.S. and Japan (the “Tax Convention”) and the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. holders of ADRs will be treated as owning the Common Stock underlying the ADSs evidenced by the ADRs. For the purposes of the following discussion, a “U.S. holder” is a holder that:

 (i) is a resident of the U.S. for purposes of the Tax Convention;

 (ii) is a citizen of the U.S.;

 (iii) does not maintain a permanent establishment or fixed base in Japan to which ADRs or shares of capital stock are attributable and through which the beneficial owner carries on or has carried on business (or in the case of an individual, performs or has performed independent personal services); and

 (iv) is not otherwise ineligible for benefits under the Tax Convention with respect to income and gain derived in connection with the ADRs or shares of capital stock.

(Japanese Taxation)

The following is a summary of the principal Japanese tax consequences (limited to national taxes) to holders of shares of capital stock of Sony Corporation and of ADRs evidencing ADSs representing shares of Common Stock of Sony Corporation who are non-resident individuals or non-Japanese corporations without a permanent establishment in Japan (“non-resident Holders”).

Dividends, gains on sales, inheritance and gift

Generally, a non-resident of Japan or a non-Japanese corporation is subject to Japanese withholding tax on dividends paid by Japanese corporations. Sony Corporation withholds taxes from dividends it pays as required by Japanese law. Stock splits in themselves are not subject to Japanese income tax.

In the absence of an applicable tax treaty, convention or agreement reducing the maximum rate of withholding tax, the rate of Japanese withholding tax applicable to dividends paid by Japanese corporations to non-residents of Japan or non-Japanese corporations is generally 20 percent. However, with respect to dividends paid on listed shares issued by a Japanese corporation (such as the shares of capital stock of Sony Corporation) to any corporate or individual shareholders (including those shareholders who are non-Japanese corporations or Japanese non-resident individuals, such as non-resident Holders), except for any individual shareholder who holds 5 percent or more of the outstanding total of the shares issued by the relevant Japanese corporation, the aforementioned 20 percent withholding tax rate is reduced to (i) 10 percent for dividends due and payable on or after April 1, 2003 but on or before December 31, 2003, (ii) 7 percent for dividends due and payable on or after January 1, 2004 but on or before March 31, 2008, and (iii) 15 percent for dividends due and payable on or after April 1, 2008. At the date of this document, Japan has income tax treaties, conventions or agreements whereby the above mentionedabove-mentioned withholding tax rate is reduced, in most cases to 15 percent for portfolio investors with, among other countries, Australia, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, the U.K., and the U.S.

Under the Tax Convention, as currently in force, the maximum rate of Japanese withholding tax which may be imposed on dividends paid by a Japanese corporation to an eligiblea U.S. holder generally is limited to 15 percent of the gross amount actually distributed. A non-resident holderHolder who is entitled, under an applicable income tax treaty, to a reduced rate of Japanese withholding tax below the rate otherwise applicable under Japanese tax law on payment of dividends on Sony Corporation’s shares of capital stock by Sony

Corporation is required to submit an Application Form for Income Tax Convention Regarding Relief from Japanese Income Tax on Dividends in advance through Sony Corporation to the relevant tax authority before payment of dividends. A standing proxy for non-resident Holders of a non-resident holderJapanese corporation may provide this application service. With respect to ADRs, thisa reduced rate is applicable if the Depositary or its agent submits two Application Forms (one before payment of dividends, the other within eight months after Sony Corporation’s fiscal year-end). To claim thisa reduced rate, a non-resident holderHolder of ADRs will be required to file a proof of taxpayer status, residence and beneficial ownership (as applicable) and to provide other information or documents as may be required by the Depositary. A non-resident holderHolder who does notis entitled, under an applicable income tax treaty, to a reduced rate of Japanese withholding tax below the rate otherwise applicable under Japanese tax law, but fails to submit anthe required application in advance will be entitled to claim the refund of withholding taxes withheld in excess of the rate under an applicable tax treaty from the relevant Japanese tax authority.
Sony Corporation does not assume any responsibility to ensure witholding at the reduced treaty rate for shareholders who would be eligible under any applicable income tax treaty but do not follow the required procedures as stated above.

Gains derived from the sale of shares of capital stock of Sony Corporation or ADRs outside Japan by a non-resident of JapanHolder holding such shares or a non-JapaneseADRs as portfolio investors are, in general, not subject to Japanese income or corporation or from the sale of shares of capital stock of Sony Corporation within Japan by a non-resident of Japan or a non-Japanese corporation not having a permanent establishment in Japan, generallytax. U.S. holders are not subject to Japanese income or corporation tax.

tax with respect to such gains under the Tax Convention.

Japanese inheritance orand gift taxtaxes at progressive rates may be payable by an individual who has acquired shares of capital stock or ADRs as a legatee, heir or donee even though neither the individual nor the deceased nor donor is a Japanese resident.

Holders of shares of capital stock of Sony Corporation or ADRs should consult their tax advisors regarding the effect of these taxes and, in the case of U.S. holders, the possible application of the Estate and Gift Tax Treaty between the U.S. and Japan.

United States Taxation with respect to shares of capital stock and ADRs

Dividends received by a U.S. holder of ADRs or Common Stock will be includable in income as ordinary income for U.S. federal income tax purposes to the extent paid out of current or accumulated earnings and profits of Sony Corporation as determined for U.S. federal income tax purposes.

Under new rules applicable to dividends received after 2002 and before 2009, an individual U.S. holder generally will be subject to U.S. taxation at a maximum rate of 15 percent. The reduced rate does not apply to dividends paid in respect of certain short-term (less than 60 days) or hedged positions. U.S. holders should consult their own tax advisors regarding the implications of these new rules in light of their particular circumstances.

Subject to limitations set out in the Code, a U.S. holder of ADRs or Common Stock of Sony Corporation will be entitled to a credit for Japanese tax withheld in accordance with the Convention from dividends paid by Sony Corporation. For purposes of the foreign tax credit limitation, dividends will be foreign source income, but will constitute“passive” “passive” or“financial “financial services” income.

Dividends paid by Sony Corporation to U.S. corporate holders of ADRs or Common Stock will not be eligible for the dividends-received deduction.

In general, a U.S. holder will recognize capital gain or loss upon the sale or other disposition of ADRs or Common Stock equal to the difference between the amount realized on the sale or disposition and the U.S. holder’s tax basis in the ADRs or Common Stock.

Such capital gain or loss will be long-term capital gain or loss if the ADRs or Common Stock have been held for more than one year. The net amount of long-term capital gain recognized by an individual holder after May 5, 2003 and before January 1, 2009 generally is subject to taxation at a maximum rate of 15 percent. The net long-term capital gain recognized by an individual holder before May 6, 2003 or after December 31, 2008 generally is subject to taxation at a maximum rate of 20 percent.

Dividends and Paying Agent

Not Applicable

Statement by Experts

Not Applicable

Documents on Display

It is possible to read and copy documents referred to in this annual report on Form 20-F that have been filed with the SEC at the SEC’s public reference room located at 450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. You can also access the documents at the SEC’s home page (http://www.sec.gov/index.html).

Subsidiary Information

Not Applicable

Item 11.    Quantitative and Qualitative Disclosures about Market Risk

The financial instruments including financial assets and liabilities that Sony holds in the normal course of business are continuously exposed to fluctuations in markets, such as currency exchange rates, interest rates, and

market prices of investments. In seeking to apply a consistent risk management strategy in order to manage potential adverse effects caused by market fluctuations in the cash flow value of these financial instruments, Sony hedges the market risk of these financial assets and liabilities by using derivative financial instruments which include foreign exchange forward contracts, foreign currency option contracts, interest rate swap agreements, and interest rate and currency swap agreements. Sony utilizes foreign exchange forward contracts and foreign currency option contracts primarily to fix the value of cash flow resulting from accounts receivable and payable and future transactions denominated in foreign currencies in relation to the core currencies (Japanese yen, U.S. dollars, and Euros)euros) of Sony’s major operating units. Interest rate swap agreements and interest rate and currency swap agreements are used to diversify funding methods and lower funding costs. Sony’s basic policy is to use fixed interest rates when procuring funds for investments having a long-term recovery period and variable interest rates for funding requirements of a short-term nature, such as working capital. The above swaps are utilized to enable Sony to choose between fixed and variable interest rates depending on how the funds are to be used, as well as to hedge foreign exchange risks that result when assets denominated in one currency are funded by liabilities denominated in a different currency. Sony uses these derivative financial instruments solely for risk hedging purposes as described above, and no derivative transactions are held or used for trading purposes. In addition, bond option contracts are used as an integral part of short-term investing activities in order to fix the yields from bonds held by Sony Life within certain ranges. Among the market risks described above, no specific hedging activities are undertaken in respect of the price fluctuations of equity securities held by Sony as marketable securities (refer to Notes 2 and 157 of Notes to Consolidated Financial Statements).

Sony measures the effect of market fluctuations on the value of financial instruments and derivatives by using Value-at-Risk (herein referred to as “VaR”) analysis. In order to comply with theItem 11 disclosure requirements, of this item, Sony uses VaR analysis to measure the potential maximum amount of loss in fair value resulting from adverse market fluctuations, for a selected period of time and at a selected level of confidence. Sony uses the variance/co-variance model in calculation of VaR. The calculation includes financial instruments such as cash and cash equivalents, time deposits, marketable securities, non-lease short- and long-term borrowings and debt, investments and advances and derivatives, held by Sony. Sony calculated VaR for one day from the portfolio of financial instruments and derivatives as of June 30, 2001,29, 2002, September 30, 2001,2002, December 31, 2001,2002, and March 31, 2002,2003, at a confidence level of 95 percent.

Based on this assumption, the following table shows Sony’s consolidated VaR as of such dates. These figures indicate the potential maximum loss in fair value as predicted by the VaR analysis resulting from market fluctuations in one day at a 95 percent confidence level. The VaR of currency exchange rate risk principally consists of risks arising from the volatility of the exchange rates between the yen and the U.S. dollar in which a relatively large amount of financial assets and liabilities and derivative transactions is maintained. The net VaR for Sony’s entire portfolio is smaller than the simple aggregate of VaR for each component of market risk. This is due to the fact that market risk factors such as currency exchange rates, interest rates, and stock prices are not completely independent, as a result of which a portion of overall measured potential profits and losses are offset.

Calculated VaR does not include the effect of accounts receivable and payable and anticipated transactions denominated in foreign currencies that are the object of Sony’s derivative hedging.

Therefore, the following VaR amounts do not reflect the full effect of the hedging activities related to all of the underlying exposures. Sony expects that the actual risk would be less than the disclosed VaR if those accounts receivable and payable and anticipated transactions are taken into account in the calculation. The disclosed VaR amounts simply represents the calculated potential maximum loss on the specified date and does not necessarily indicate an estimate of actual or future loss.

   
(Yen in billions)

   
June 30,
2001

    
September 30,
2001

    
December 31,
2001

    
March 31,
2002

Net VaR  2.5    6.0    3.0    3.1
VaR of currency exchange rate risk  2.5    5.7    1.3    2.2
VaR of interest rate risk  2.3    1.9    1.4    1.4
VaR of stock price risk  1.9    3.8    3.1    3.6

   (Yen in billions)

   June 29,
2002


  September 30,
2002


  December 31,
2002


  

March 31,

2003


Net VaR

  2.6  2.7  2.7  4.0

VaR of currency exchange rate risk

  3.1  2.9  3.3  3.3

VaR of interest rate risk

  1.0  2.3  0.8  0.9

VaR of stock price risk

  3.2  2.9  2.0  2.8

Item 12.    Description of Securities Other than Equity Securities

Not applicable

PART II
Applicable

Item 13.    Defaults, Dividend Arrearages and Delinquencies

None

Item 14.    Material Modifications to the Rights of Security Holders and Use of Proceeds

In June 2001, Sony Corporation issued shares of subsidiary tracking stock in Japan, the economic value of which is intended to be linked to the economic value of Sony Communication Network Corporation (“SCN”), a directly and indirectly wholly ownedwholly-owned subsidiary of Sony Corporation which is engaged in Internet-related services. Regarding the rights of holders of Sony Corporation’s Common Stock and subsidiary tracking stock, refer to“Memorandum “Memorandum and Articles of Association” in“Item 10.Additional Information.”

Item 15.    [Reserved]Controls and Procedures

Sony has carried out an evaluation under the supervision and with the participation of Sony’s management, including the Chairman and Group Chief Executive Officer, Executive Deputy President and Group Chief Strategy Officer and Corporate Senior Vice President and Group Chief Financial Officer, of the effectiveness of the design and operation of Sony’s disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon Sony’s evaluation, the Chief Executive Officer, Chief Strategy Officer and Chief Financial Officer have concluded that, as of March 31, 2003, the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports Sony files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

There has been no change in Sony’s internal control over financial reporting during the fiscal year ended March 31, 2003 that has materially affected, or is reasonably likely to materially affect, Sony’s internal control over financial reporting.

Item 16.     [Reserved]

PART III

Item 17.Financial Statements

Not applicable

Applicable

Item 18.    Financial Statements

Refer to Consolidated Financial Statements.

Item 19.    Exhibits

Documents filed as exhibits to this annual report:

Documents1.1  filed as exhibits to this annual report:
(1)

Articles of Incorporation, as amended (English translation)

(2)
1.2  

Share Handling Regulations (English translation)

(3)
1.3  Certificate

Board of English translations for ArticleDirectors Regulations (English Translation)

8.1A list of Incorporationthe subsidiaries of Sony Corporation as of March 31, 2003 (other than any that would not be a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X) is incorporated by reference to “Business Overview and for Share Handling RegulationsOrganizational Structure” in“Item 4. Information on the Company”.
31

Rule 13a-14(a)/15d-14(a) Certifications

32

Section 1350 Certifications

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant hereby certifies that it meets all of the requirements 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(Registrant)

By:

 

/s/    TERUHISA TOKUNAKA


  
(Signature)
Teruhisa Tokunaka

Executive Deputy President and

Group Chief Strategy Officer

By:

/s/    TAKAO YUHARA


(Signature)
Takao Yuhara

Corporate Senior Vice President and

Group Chief Financial Officer

Date:  June 21, 2002

August 26, 2003

(This page intentionally blank)


Consolidated Financial Statements

Sony Corporation and Consolidated Subsidiaries

March 31, 20022003


(This page intentionally blank)


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.

Financial statements of majority-owned subsidiaries of the registrant not consolidated and of 50% or less owned persons accounted for by the equity method have been omitted because the registrant’s proportionate share of the income from continuing operations before income taxes, and total assets of each such company is less than 20% of the respective consolidated amounts, and the investment in and advances to each company is less than 20% of consolidated total assets.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of

Sony Corporation (Sony Kabushiki Kaisha)

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Sony Corporation and its consolidated subsidiaries at March 31, 20012002 and 2002,2003, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2002,2003, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of film accounting in the year ended March 31, 2001, and its methods of accounting for derivative instruments and hedging activities and for goodwill and other intangible assets in the year ended March 31, 2002.

/S/s/    PRICEWATERHOUSECOOPERS

PricewaterhouseCoopers

Tokyo, Japan

April 25, 2002

May 21, 2003

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31

   Yen in millions

 
   2002

  2003

 

ASSETS

       

Current assets:

       

Cash and cash equivalents

  683,800  713,058 

Time deposits

  5,176  3,689 

Marketable securities

  162,147  241,520 

Notes and accounts receivable, trade

  1,363,652  1,117,889 

Allowance for doubtful accounts and sales returns

  (120,826) (110,494)

Inventories

  673,437  625,727 

Deferred income taxes

  134,299  143,999 

Prepaid expenses and other current assets

  435,527  418,826 
   

 

Total current assets

  3,337,212  3,154,214 
   

 

Film costs

  313,054  287,778 
   

 

Investments and advances:

       

Affiliated companies

  131,068  111,510 

Securities investments and other

  1,566,739  1,882,613 
   

 

   1,697,807  1,994,123 
   

 

Property, plant and equipment:

       

Land

  195,292  188,365 

Buildings

  891,436  872,228 

Machinery and equipment

  2,216,347  2,054,219 

Construction in progress

  66,825  60,383 
   

 

   3,369,900  3,175,195 

Less—Accumulated depreciation

  1,958,234  1,896,845 
   

 

   1,411,666  1,278,350 
   

 

Other assets:

       

Intangibles, net

  233,088  258,624 

Goodwill

  317,240  290,127 

Deferred insurance acquisition costs

  308,204  327,869 

Deferred income taxes

  120,168  328,091 

Other

  447,356  451,369 
   

 

   1,426,056  1,656,080 
   

 

   8,185,795  8,370,545 
   

 

(Continued on following page.)

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETSSHEET—(Continued)

March 31
   
Yen in millions

 
   
2001

   
2002

 
ASSETS
        
Current assets:
        
Cash and cash equivalents  607,245   683,800 
Time deposits  5,909   5,176 
Marketable securities  90,094   162,147 
Notes and accounts receivable, trade  1,404,952   1,363,652 
Allowance for doubtful accounts and sales returns  (109,648)  (120,826)
Inventories  942,876   673,437 
Deferred income taxes  141,473   134,299 
Prepaid expenses and other current assets  394,573   435,527 
   

  

Total current assets  3,477,474   3,337,212 
   

  

Film costs  297,617   313,054 
   

  

Investments and advances:
        
Affiliated companies  104,032   131,068 
Securities investments and other  1,284,956   1,566,739 
   

  

   1,388,988   1,697,807 
   

  

Property, plant and equipment :
        
Land  190,394   195,292 
Buildings  828,554   891,436 
Machinery and equipment  2,113,005   2,216,347 
Construction in progress  165,047   66,825 
   

  

   3,297,000   3,369,900 
Less—Accumulated depreciation  1,862,701   1,958,234 
   

  

   1,434,299   1,411,666 
   

  

Other assets:
        
Intangibles, net  221,289   245,639 
Goodwill, net  305,159   317,240 
Deferred insurance acquisition costs  270,022   308,204 
Other  433,118   554,973 
   

  

   1,229,588   1,426,056 
   

  

   7,827,966   8,185,795 
   

  

   Yen in millions

 
   2002

  2003

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

       

Current liabilities:

       

Short-term borrowings

  113,277  124,360 

Current portion of long-term debt

  240,786  34,385 

Notes and accounts payable, trade

  767,625  697,385 

Accounts payable, other and accrued expenses

  869,533  864,188 

Accrued income and other taxes

  105,470  109,199 

Deposits from customers in the banking business

  106,472  248,721 

Other

  355,333  356,810 
   

 

Total current liabilities

  2,558,496  2,435,048 
   

 

Long-term liabilities:

       

Long-term debt

  838,617  807,439 

Accrued pension and severance costs

  299,089  496,174 

Deferred income taxes

  159,573  159,079 

Future insurance policy benefits and other

  1,680,418  1,914,410 

Other

  255,824  255,478 
   

 

   3,233,521  3,632,580 
   

 

Minority interest in consolidated subsidiaries

  23,368  22,022 
   

 

Stockholders’ equity:

       

Subsidiary tracking stock, no par value—

       

2002—Authorized 100,000,000 shares, outstanding 3,072,000 shares

  3,917    

2003—Authorized 100,000,000 shares, outstanding 3,072,000 shares

     3,917 

Common stock, no par value—

       

2002—Authorized 3,500,000,000 shares, outstanding 919,744,355 shares

  472,189    

2003—Authorized 3,500,000,000 shares, outstanding 922,385,176 shares

     472,361 

Additional paid-in capital

  968,223  984,196 

Retained earnings

  1,209,262  1,301,740 

Accumulated other comprehensive income—

       

Unrealized gains on securities

  22,997  17,658 

Unrealized losses on derivative instruments

  (711) (4,793)

Minimum pension liability adjustment

  (72,040) (182,676)

Foreign currency translation adjustments

  (225,839) (302,167)
   

 

   (275,593) (471,978)

Treasury stock, at cost

       

(2002—1,239,304 shares, 2003—1,573,396 shares)

  (7,588) (9,341)
   

 

   2,370,410  2,280,895 
   

 

Commitments and contingent liabilities

       
   8,185,795  8,370,545 
   

 

The accompanying notes are an integral part of these statements.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Year ended March 31

   Yen in millions

 
   2001

  2002

  2003

 

Sales and operating revenue:

          

Net sales

  6,829,003  7,058,755  6,916,042 

Financial service revenue

  447,147  483,313  512,641 

Other operating revenue

  38,674  36,190  44,950 
   

 

 

   7,314,824  7,578,258  7,473,633 
   

 

 

Costs and expenses:

          

Cost of sales

  5,046,694  5,239,592  4,979,421 

Selling, general and administrative

  1,613,069  1,742,856  1,819,468 

Financial service expenses

  429,715  461,179  489,304 
   

 

 

   7,089,478  7,443,627  7,288,193 
   

 

 

Operating income

  225,346  134,631  185,440 
   

 

 

Other income:

          

Interest and dividends

  18,541  16,021  14,441 

Royalty income

  29,302  33,512  32,375 

Foreign exchange gain, net

  —    —    1,928 

Gain on sales of securities investments, net

  41,708  1,398  72,552 

Gain on issuances of stock by equity investees

  18,030  503  —   

Other

  60,073  44,894  36,232 
   

 

 

   167,654  96,328  157,528 
   

 

 

Other expenses:

          

Interest

  43,015  36,436  27,314 

Loss on devaluation of securities investments

  4,230  18,458  23,198 

Foreign exchange loss, net

  15,660  31,736  —   

Other

  64,227  51,554  44,835 
   

 

 

   127,132  138,184  95,347 
   

 

 

Income before income taxes

  265,868  92,775  247,621 
   

 

 

Income taxes:

          

Current

  121,113  114,930  178,847 

Deferred

  (5,579) (49,719) (98,016)
   

 

 

   115,534  65,211  80,831 
   

 

 

Income before minority interest, equity in net losses of affiliated companies and cumulative effect of accounting changes

  150,334  27,564  166,790 

Minority interest in income (loss) of consolidated subsidiaries

  (15,348) (16,240) 6,581 

Equity in net losses of affiliated companies

  44,455  34,472  44,690 
   

 

 

Income before cumulative effect of accounting changes

  121,227  9,332  115,519 
   

 

 

Cumulative effect of accounting changes

(2001: Including 491 million income tax expense

2002: Net of income taxes of 2,975 million)

  (104,473) 5,978  —   
   

 

 

Net income

  16,754  15,310  115,519 
   

 

 

(Continued on following page.)

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS—(Continued)
   
Yen in millions

 
   
2001

   
2002

 
LIABILITIES AND STOCKHOLDERS’ EQUITY
        
Current liabilities:
        
Short-term borrowings  185,535   113,277 
Current portion of long-term debt  170,838   240,786 
Notes and accounts payable, trade  925,021   767,625 
Accounts payable, other and accrued expenses  807,532   869,533 
Accrued income and other taxes  133,031   105,470 
Deposits from customers in the banking business  —     106,472 
Other  424,783   355,333 
   

  

Total current liabilities  2,646,740   2,558,496 
   

  

Long-term liabilities:
        
Long-term debt  843,687   838,617 
Accrued pension and severance costs  220,787   299,089 
Deferred income taxes  175,148   159,573 
Future insurance policy benefits and other  1,366,013   1,680,418 
Other  241,101   255,824 
   

  

   2,846,736   3,233,521 
   

  

Minority interest in consolidated subsidiaries
  19,037   23,368 
   

  

Stockholders’ equity:
        
Subsidiary tracking stock, 2001—50 yen par value, 2002—no par value—        
2001—Authorized 100,000,000 shares, none outstanding  —       
2002—Authorized 100,000,000 shares, outstanding 3,072,000 shares      3,917 
Common stock, 2001—50 yen par value, 2002—no par value—      472,189 
2001—Authorized 3,500,000,000 shares, outstanding 919,617,134 shares  472,002     
2002—Authorized 3,500,000,000 shares, outstanding 919,744,355 shares        
Additional paid-in capital  962,401   968,223 
Retained earnings  1,217,110   1,209,262 
Accumulated other comprehensive income—        
Unrealized gains on securities  44,516   22,997 
Unrealized losses on derivative instruments  —     (711)
Minimum pension liability adjustment  (49,812)  (72,040)
Foreign currency translation adjustments  (323,271)  (225,839)
   

  

   (328,567)  (275,593)
Treasury stock, at cost        
(2001—1,221,934 shares, 2002—1,239,304 shares)  (7,493)  (7,588)
   

  

   2,315,453   2,370,410 
   

  

Commitments and contingent liabilities
        
   7,827,966   8,185,795 
   

  

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year ended March 31
   
Yen in millions

 
   
2000

   
2001

   
2002

 
Sales and operating revenue:
            
Net sales  6,238,401   6,829,003   7,058,755 
Financial service revenue  412,988   447,147   483,313 
Other operating revenue  35,272   38,674   36,190 
   

  

  

   6,686,661   7,314,824   7,578,258 
   

  

  

Costs and expenses:
            
Cost of sales  4,595,086   5,046,694   5,239,592 
Selling, general and administrative  1,478,692   1,613,069   1,742,856 
Financial service expenses  389,679   429,715   461,179 
   

  

  

   6,463,457   7,089,478   7,443,627 
   

  

  

Operating income
  223,204   225,346   134,631 
   

  

  

Other income:
            
Interest and dividends  17,700   18,541   16,021 
Royalty income  21,704   29,302   33,512 
Foreign exchange gain, net  27,466   —     —   
Gain on sales of securities investments and other, net  28,099   41,708   1,398 
Gain on issuances of stock by equity investees  727   18,030   503 
Other  50,603   60,073   44,894 
   

  

  

   146,299   167,654   96,328 
   

  

  

Other expenses:
            
Interest  42,030   43,015   36,436 
Loss on devaluation of securities investments  2,015   4,230   18,458 
Foreign exchange loss, net  —     15,660   31,736 
Other  61,148   64,227   51,554 
   

  

  

   105,193   127,132   138,184 
   

  

  

Income before income taxes
  264,310   265,868   92,775 
   

  

  

Income taxes:
            
Current  120,803   121,113   114,930 
Deferred  (26,159)  (5,579)  (49,719)
   

  

  

   94,644   115,534   65,211 
   

  

  

Income before minority interest, equity in net losses of affiliated companies and cumulative effect of accounting changes  169,666   150,334   27,564 
Minority interest in income (loss) of consolidated subsidiaries  10,001   (15,348)  (16,240)
Equity in net losses of affiliated companies  37,830   44,455   34,472 
   

  

  

Income before cumulative effect of accounting changes
  121,835   121,227   9,332 
   

  

  

Cumulative effect of accounting changes
(2001: Including 491 million yen income tax expense
2002: Net of income taxes of 2,975 million yen)
  —     (104,473)  5,978 
   

  

  

Net income
  121,835   16,754   15,310 
   

  

  

(Continued on following page.)

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME—(Continued)
   
Yen

 
   
2000

  
2001

   
2002

 
Per share data :
           
Common stock           
Income before cumulative effect of accounting changes           
—Basic  144.58  132.64   10.21 
—Diluted  131.70  124.36   10.18 
Cumulative effect of accounting changes           
—Basic  —    (114.31)  6.51 
—Diluted  —    (105.08)  6.49 
Net income           
—Basic  144.58  18.33   16.72 
—Diluted  131.70  19.28   16.67 
Cash dividends  25.00  25.00   25.00 
Subsidiary tracking stock           
Net income (loss)           
—Basic  —    —     (15.87)
Cash dividends  —    —     —   
   
  

  

   Yen

 
   2001

  2002

  2003

 

Per share data :

          

Common stock

          

Income before cumulative effect of accounting changes

          

—Basic

  132.64  10.21  125.74 

—Diluted

  124.36  10.18  118.21 

Cumulative effect of accounting changes

          

—Basic

  (114.31) 6.51  —   

—Diluted

  (105.08) 6.49  —   

Net income

          

—Basic

  18.33  16.72  125.74 

—Diluted

  19.28  16.67  118.21 

Cash dividends

  25.00  25.00  25.00 

Subsidiary tracking stock

          

Net income (loss)

          

—Basic

  —    (15.87) (41.98)

Cash dividends

  —    —    —   
   

 

 

The accompanying notes are an integral part of these statements.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended March 31

   Yen in millions

 
   2001

  2002

  2003

 

Cash flows from operating activities:

          

Net income

  16,754  15,310  115,519 

Adjustments to reconcile net income to net cash provided by operating activities—

          

Depreciation and amortization, including amortization of deferred insurance acquisition costs

  348,268  354,135  351,925 

Amortization of film costs

  244,649  242,614  312,054 

Accrual for pension and severance costs, less payments

  21,759  14,995  37,858 

Loss on sale, disposal or impairment of long-lived assets, net

  24,304  49,862  39,941 

Gain on securities contribution to employee retirement benefit trust

  (11,120) —    —   

Gain on sales of securities investments, net

  (41,708) (1,398) (72,552)

Gain on issuances of stock by equity investees

  (18,030) (503) —   

Deferred income taxes

  (5,579) (49,719) (98,016)

Equity in net losses of affiliated companies, net of dividends

  47,219  37,537  46,692 

Cumulative effect of accounting changes

  104,473  (5,978) —   

Changes in assets and liabilities:

          

(Increase) decrease in notes and accounts receivable, trade.

  (177,484) 111,301  174,679 

(Increase) decrease in inventories

  (103,085) 290,872  36,039 

Increase in film costs (after adjustment for cumulative effect of an accounting change)

  (269,004) (236,072) (317,953)

Increase (decrease) in notes and accounts payable, trade

  95,213  (172,626) (58,384)

Increase (decrease) in accrued income and other taxes

  38,749  (39,589) 14,637 

Increase in future insurance policy benefits and other

  241,140  314,405  233,992 

Increase in deferred insurance acquisition costs

  (68,927) (71,522) (66,091)

Increase in marketable securities held in the insurance business for trading purpose

  (20,000) (55,661) —   

(Increase) decrease in other current assets

  (17,031) 5,543  29,095 

Increase (decrease) in other current liabilities

  88,224  (19,418) 26,205 

Other

  5,983  (46,492) 48,148 
   

 

 

Net cash provided by operating activities

  544,767  737,596  853,788 
   

 

 

(Continued on following page.)

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended March 31
   
Yen in millions

 
   
2000

   
2001

   
2002

 
Cash flows from operating activities:
            
Net income  121,835   16,754   15,310 
Adjustments to reconcile net income to net cash provided by operating activities—            
Depreciation and amortization, including amortization of deferred insurance acquisition costs  306,505   348,268   354,135 
Amortization of film costs  376,067   244,649   242,614 
Accrual for pension and severance costs, less payments  22,860   21,759   14,995 
Loss on sale, disposal or impairment of long-lived assets, net  17,423   24,304   49,862 
Gain on securities contribution to employee retirement benefit trust  —     (11,120)  —   
Gain on sales of securities investments and other, net  (28,099)  (41,708)  (1,398)
Gain on issuances of stock by equity investees  (727)  (18,030)  (503)
Deferred income taxes  (26,159)  (5,579)  (49,719)
Equity in net losses of affiliated companies, net of dividends  38,699   47,219   37,537 
Cumulative effect of accounting changes  —     104,473   (5,978)
Changes in assets and liabilities:            
(Increase) decrease in notes and accounts receivable, trade  (132,566)  (177,484)  111,301 
(Increase) decrease in inventories  (34,792)  (103,085)  290,872 
Increase in film costs (after adjustment for cumulative effect of an accounting change)  (411,103)  (269,004)  (236,072)
Increase (decrease) in notes and accounts payable, trade  110,207   95,213   (172,626)
Increase (decrease) in accrued income and other taxes  (15,433)  38,749   (39,589)
Increase in future insurance policy benefits and other  210,936   241,140   314,405 
Increase in deferred insurance acquisition costs  (62,821)  (68,927)  (71,522)
Increase in marketable securities held in the insurance business for trading purpose  (25,326)  (20,000)  (55,661)
Changes in other current assets and liabilities, net  87,328   71,193   (13,875)
Other  (697)  5,983   (46,492)
   

  

  

Net cash provided by operating activities  554,137   544,767   737,596 
   

  

  

(Continued on following page.)

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

   
Yen in millions

 
   
2000

   
2001

   
2002

 
Cash flows from investing activities:
            
Payments for purchases of fixed assets  (403,013)  (468,019)  (388,514)
Proceeds from sales of fixed assets  29,077   26,704   37,434 
Payments for investments and advances by financial service business  (178,907)  (329,319)  (705,796)
Payments for investments and advances (other than financial service business)  (104,990)  (119,816)  (89,580)
Proceeds from sales and maturities of securities investments and other and collections of advances by financial service business  100,621   93,226   345,112 
Proceeds from sales of securities investments and other and collections of advances (other than financial service business)  83,072   64,381   25,080 
Payments for purchases of marketable securities  (44,725)  (17,002)  (964)
Proceeds from sales of marketable securities  78,368   29,883   8,889 
Decrease in time deposits  15,930   914   1,222 
   

  

  

Net cash used in investing activities  (424,567)  (719,048)  (767,117)
   

  

  

Cash flows from financing activities:
            
Proceeds from issuance of long-term debt  30,783   195,118   228,999 
Payments of long-term debt  (99,454)  (143,258)  (171,739)
Increase (decrease) in short-term borrowings  19,824   106,245   (78,104)
Increase in deposits from customers in the banking business  —     —     106,472 
Proceeds from issuance of subsidiary tracking stock  —     —     9,529 
Dividends paid  (20,589)  (22,774)  (22,951)
Other  1,361   (889)  12,834 
   

  

  

Net cash provided by (used in) financing activities  (68,075)  134,442   85,040 
   

  

  

Effect of exchange rate changes on cash and cash equivalents  (27,641)  21,020   21,036 
   

  

  

Net increase (decrease) in cash and cash equivalents  33,854   (18,819)  76,555 
Cash and cash equivalents at beginning of year  592,210   626,064   607,245 
   

  

  

Cash and cash equivalents at end of year  626,064   607,245   683,800 
   

  

  

Supplemental data:
            
Cash paid during the year for—            
Income taxes  132,891   93,629   148,154 
Interest  43,668   47,806   35,371 
   

  

  

Non-cash investing and financing activities—            
Integration of three listed subsidiaries through exchange offerings            
Fair value of assets acquired  282,488   —     —   
Deferred tax liabilities thereon  (46,794)  —     —   
Minority interest eliminated  112,242   —     —   
   

  

  

Net  347,936   —     —   
Contribution of assets into an affiliated company  —     —     10,545 
   

  

  

   Yen in millions

 
   2001

  2002

  2003

 

Cash flows from investing activities:

          

Payments for purchases of fixed assets

  (468,019) (388,514) (275,285)

Proceeds from sales of fixed assets

  26,704  37,434  25,711 

Payments for investments and advances by financial service business

  (329,319) (705,796) (1,026,361)

Payments for investments and advances (other than financial service business)

  (136,818) (90,544) (109,987)

Proceeds from sales of securities investments, maturities of marketable securities and collections of advances by financial service business

  93,226  345,112  542,539 

Proceeds from sales of securities investments, maturities of marketable securities and collections of advances (other than financial service business)

  94,264  33,969  135,834 

Decrease in time deposits

  914  1,222  1,124 
   

 

 

Net cash used in investing activities

  (719,048) (767,117) (706,425)
   

 

 

Cash flows from financing activities:

          

Proceeds from issuance of long-term debt

  195,118  228,999  12,323 

Payments of long-term debt

  (143,258) (171,739) (238,144)

Increase (decrease) in short-term borrowings

  106,245  (78,104) (7,970)

Increase in deposits from customers in the banking business

  —    106,472  142,023 

Proceeds from issuance of subsidiary tracking stock

  —    9,529  —   

Dividends paid

  (22,774) (22,951) (22,871)

Other

  (889) 12,834  21,505 
   

 

 

Net cash provided by (used in) financing activities

  134,442  85,040  (93,134)
   

 

 

Effect of exchange rate changes on cash and cash equivalents

  21,020  21,036  (24,971)
   

 

 

Net increase (decrease) in cash and cash equivalents

  (18,819) 76,555  29,258 

Cash and cash equivalents at beginning of year

  626,064  607,245  683,800 
   

 

 

Cash and cash equivalents at end of year

  607,245  683,800  713,058 
   

 

 

Supplemental data:

          

Cash paid during the year for—

          

Income taxes

  93,629  148,154  171,531 

Interest

  47,806  35,371  22,216 
   

 

 

Non-cash investing and financing activities—

          

Contribution of assets into an affiliated company

  —    10,545  —   
   

 

 

The accompanying notes are an integral part of these statements.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Year ended March 31
   
Yen in millions

 
   
Common stock

  
Additional paid-in capital

  
Retained earnings

   
Accumulated other comprehensive income

   
Treasury stock, at cost

   
Total

 
Balance at March 31, 1999  416,373  559,236  1,123,591   (269,896)  (5,639)  1,823,665 
Exercise of stock purchase warrants  1,025  1,025              2,050 
Conversion of convertible bonds  32,503  32,494              64,997 
Stock issued under exchange offerings  1,649  346,287              347,936 
Common stock warrants     686              686 
Comprehensive income:                      
Net income        121,835           121,835 
Other comprehensive income, net of tax—                      
Unrealized gains on securities:                      
Unrealized holding gains or losses arising during the period            52,819       52,819 
Less: Reclassification adjustment for gains or losses included in net income            (14,387)      (14,387)
Minimum pension liability adjustment            5,321       5,321 
Foreign currency translation adjustments            (199,173)      (199,173)
                     

Total comprehensive income                    (33,585)
                     

Dividends declared        (21,665)          (21,665)
Purchase of treasury stock                (8,697)  (8,697)
Reissuance of treasury stock     988          6,531   7,519 
   
  
  

  

  

  

Balance at March 31, 2000  451,550  940,716  1,223,761   (425,316)  (7,805)  2,182,906 
Exercise of stock purchase warrants  297  297              594 
Conversion of convertible bonds  20,151  20,143              40,294 
Stock issued under exchange offerings  4  1,069              1,073 
Comprehensive income:                      
Net income        16,754           16,754 
Other comprehensive income, net of tax—                      
Unrealized gains on securities:                      
Unrealized holding gains or losses arising during the period            (7,490)      (7,490)
Less: Reclassification adjustment for gains or losses included in net income            (9,909)      (9,909)
Minimum pension liability adjustment            (46,134)      (46,134)
Foreign currency translation adjustments            160,282       160,282 
                     

Total comprehensive income                    113,503 
                     

Stock issue costs, net of tax        (466)          (466)
Dividends declared        (22,939)          (22,939)
Purchase of treasury stock                (2,123)  (2,123)
Reissuance of treasury stock     176          2,435   2,611 
   
  
  

  

  

  

Balance at March 31, 2001  472,002  962,401  1,217,110   (328,567)  (7,493)  2,315,453 
   
  
  

  

  

  

   Yen in millions

 
   Common
stock


  Additional
paid-in
capital


  Retained
earnings


  Accumulated
other
comprehensive
income


  Treasury
stock, at
cost


  Total

 

Balance at March 31, 2000

  451,550  940,716  1,223,761  (425,316) (7,805) 2,182,906 

Exercise of stock purchase warrants

  297  297           594 

Conversion of convertible bonds

  20,151  20,143           40,294 

Stock issued under exchange offerings

  4  1,069           1,073 

Comprehensive income:

                   

Net income

        16,754        16,754 

Other comprehensive income, net of tax—

                   

Unrealized gains on securities:

                   

Unrealized holding gains or losses arising during the period

           (7,490)    (7,490)

Less: Reclassification adjustment for gains or losses included in net income

           (9,909)    (9,909)

Minimum pension liability adjustment

           (46,134)    (46,134)

Foreign currency translation adjustments

           160,282     160,282 
                  

Total comprehensive income

                 113,503 
                  

Stock issue costs, net of tax

        (466)       (466)

Dividends declared

        (22,939)       (22,939)

Purchase of treasury stock

              (2,123) (2,123)

Reissuance of treasury stock

     176        2,435  2,611 
   
  
  

 

 

 

Balance at March 31, 2001

  472,002  962,401  1,217,110  (328,567) (7,493) 2,315,453 
   
  
  

 

 

 

(Continued on following page.)

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY—(Continued)

   
Yen in millions

 
   
Subsidiary
tracking
stock

 
Common stock

 
Additional paid-in capital

 
Retained earnings

   
Accumulated other comprehensive income

  
Treasury stock, at cost

  
Total

 
Balance at March 31, 2001  —   472,002 962,401 1,217,110   (328,567) (7,493) 2,315,453 
Exercise of stock purchase warrants    26 26           52 
Conversion of convertible bonds    161 162           323 
Issuance of subsidiary tracking stock  3,917   5,612           9,529 
Comprehensive income:                    
Net income        15,310         15,310 
Other comprehensive income, net of tax—                    
Unrealized gains on securities:                    
Unrealized holding gains or losses arising during the period            (20,243)    (20,243)
Less: Reclassification adjustment for gains or losses included in net income            (1,276)    (1,276)
Unrealized losses on derivative instruments:                    
Cumulative effect of an accounting change            1,089     1,089 
Unrealized holding gains or losses arising during the period            2,437     2,437 
Less: Reclassification adjustment for gains or losses included in net income            (4,237)    (4,237)
Minimum pension liability adjustment            (22,228)    (22,228)
Foreign currency translation adjustments            97,432     97,432 
                   

Total comprehensive income                  68,284 
                   

Stock issue costs, net of tax        (166)        (166)
Dividends declared        (22,992)        (22,992)
Purchase of treasury stock               (468) (468)
Reissuance of treasury stock      22        373  395 
   
 
 
 

  

 

 

Balance at March 31, 2002  3,917 472,189 968,223 1,209,262   (275,593) (7,588) 2,370,410 
   
 
 
 

  

 

 

The accompanying notes are an integral part of these statements.

   Yen in millions

 
   Subsidiary
tracking
stock


 Common
stock


 Additional
paid-in
capital


 Retained
earnings


  Accumulated
other
comprehensive
income


  Treasury
stock, at
cost


  Total

 

Balance at March 31, 2001

  —   472,002 962,401 1,217,110  (328,567) (7,493) 2,315,453 

Exercise of stock purchase warrants

    26 26          52 

Conversion of convertible bonds

    161 162          323 

Issuance of subsidiary tracking stock

  3,917   5,612          9,529 

Comprehensive income:

                   

Net income

        15,310        15,310 

Other comprehensive income, net of tax—

                   

Unrealized gains on securities:

                   

Unrealized holding gains or losses arising during the period

           (20,243)    (20,243)

Less: Reclassification adjustment for gains or losses included in net income

           (1,276)    (1,276)

Unrealized losses on derivative instruments

                   

Cumulative effect of an accounting change

           1,089     1,089 

Unrealized holding gains or losses arising during the period

           2,437     2,437 

Less: Reclassification adjustment for gains or losses included in net income

           (4,237)    (4,237)

Minimum pension liability adjustment

           (22,228)    (22,228)

Foreign currency translation adjustments

           97,432     97,432 
                  

Total comprehensive income

                 68,284 
                  

Stock issue costs, net of tax

        (166)       (166)

Dividends declared

        (22,992)       (22,992)

Purchase of treasury stock

              (468) (468)

Reissuance of treasury stock

      22       373  395 
   
 
 
 

 

 

 

Balance at March 31, 2002

  3,917 472,189 968,223 1,209,262  (275,593) (7,588) 2,370,410 
   
 
 
 

 

 

 

(Continued on following page.)

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY—(Continued)

   Yen in millions

 
   Subsidiary
tracking
stock


 Common
stock


 Additional
paid-in
capital


 Retained
earnings


  Accumulated
other
comprehensive
income


  Treasury
stock, at
cost


  Total

 

Balance at March 31, 2002

  3,917 472,189 968,223 1,209,262  (275,593) (7,588) 2,370,410 

Conversion of convertible bonds

    172 172          344 

Stock issued under exchange offering .

      15,791          15,791 

Comprehensive income:

                   

Net income

        115,519        115,519 

Other comprehensive income, net of tax—

                   

Unrealized gains on securities:

                   

Unrealized holding gains or losses arising during the period

           (9,627)    (9,627)

Less: Reclassification adjustment for gains or losses included in net income

           4,288     4,288 

Unrealized losses on derivative instruments:

                   

Unrealized holding gains or losses arising during the period

           (4,477)    (4,477)

Less: Reclassification adjustment for gains or losses included in net income

           395     395 

Minimum pension liability adjustment

           (110,636)    (110,636)

Foreign currency translation adjustments :

                   

Translation adjustments arising during the period

           (83,993)    (83,993)

Less: Reclassification adjustment for losses included in net income

           7,665     7,665 
                  

Total comprehensive income

                 (80,866)
                  

Stock issue costs, net of tax

        (19)       (19)

Dividends declared

        (23,022)       (23,022)

Purchase of treasury stock

              (1,817) (1,817)

Reissuance of treasury stock

      10       64  74 
   
 
 
 

 

 

 

Balance at March 31, 2003

  3,917 472,361 984,196 1,301,740  (471,978) (9,341) 2,280,895 
   
 
 
 

 

 

 

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

INDEX TO NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


  
Page


1.  

Nature of operations

  F-12F-13
2.  

Summary of significant accounting policies

  F-12F-13
3.  Integration of three listed subsidiaries

Inventories

  F-19F-25
4.  Inventories

Film costs

  F-20F-25
5.  Film costsF-21
6.

Investments in and transactions with affiliated companies

  F-21F-26
6.

Accounts receivable securitization program

F-28
7.  Accounts receivable securitization programF-23
8.

Marketable securities and securities investments and other

  F-23F-28
8.

Leased assets

F-29
9.  Leased

Goodwill and intangible assets

  F-24F-30
10.  Goodwill and intangible assets

Insurance-related accounts

  F-25F-33
11.  Insurance-related accounts

Short-term borrowings and long-term debt

  F-28F-34
12.  Short-term borrowings and long-term debtF-29
13.

Deposits from customers in the banking business

  F-32F-37
13.

Financial instruments

F-37
14.  Financial instruments

Pension and severance plans

  F-32F-40
15.  Pension and severance plans

Stockholders’ equity

  F-34F-43
16.  Stockholders’ equity

Stock-based compensation plans

  F-37F-48
17.  Stock-based compensation plans

Restructuring charges and asset impairments

  F-41F-51
18.  Restructuring charges

Research and asset impairmentsdevelopment costs, advertising costs and shipping and handling costs

  F-45F-55
19.  Research and development costs and advertising costsF-46
20.

Gain on issuances of stock by equity investees

  F-46F-55
20.

Income taxes

F-56
21.  Income taxesF-47
22.

Reconciliation of the differences between basic and diluted net income per share (“EPS”)

  F-49F-58
22.

Variable Interest Entities

F-60
23.  

Commitments and contingent liabilities

  F-51F-61
24.  

Business segment information

  F-51F-63

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Nature of operations

Sony Corporation and consolidated subsidiaries (hereinafter collectively referred to as “Sony”) are engaged in the development, design, manufacture, and sale of various kinds of electronic equipment, instruments, and devices for consumer and industrial markets. Sony also develops, produces, manufactures, and markets home-use game consoles and software. Sony’s principal manufacturing facilities are located in Japan, the United States of America, Europe, and Asia. Its electronic products are marketed throughout the world and game products are marketed mainly in Japan, the United States of America and Europe by sales subsidiaries and unaffiliated local distributors as well as direct sales via the Internet. Sony is engaged in the development, production, manufacture, and distribution of recorded music, in all commercial formats and musical genres. Sony is also engaged in the development, production, manufacture, marketing, distribution and broadcasting of image-based software, including film, video and television. Further, Sony is also engaged in various financial service businesses including insurance operations through a Japanese life insurance subsidiary and non-life insurance subsidiaries, banking operations through a Japanese internet-based banking subsidiary and leasing and credit financing operations in Japan. In addition to the above, Sony is engaged in Internet-related businesses and an advertising agency business in Japan and location-based entertainment businesses in Japan and the United States of America.

Japan.

2.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”). These adjustments were not recorded in the statutory books of account.

(1)    Accounting changes:

Derivative instruments and hedging activities—Impairment or Disposal of Long-Lived Assets—

On April 1, 2001,2002, Sony adopted Statement of Financial Accounting Standards (“FAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. FAS No. 144 supersedes FAS No. 121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of” and the accounting and reporting provisions of Accounting Principles Board Opinion (“APB”) No. 30 “Reporting the results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions” for the disposal of segments of a business. FAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. FAS No. 144 establishes a single accounting model for long-lived assets to be disposed of by sale and modifies the accounting and disclosure rules for discontinued operations. The adoption of the provision of FAS No. 144 did not have a material impact on Sony’s results of operations and financial position for the year ended March 31, 2003.

Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections—

In April 2002, the Financial Accounting Standards Board (“FASB”) issued FAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. This statement rescinds certain authoritative pronouncements and amends, clarifies or describes the applicability of others, effective for fiscal years beginning or transactions occurring after May 15, 2002, with early adoption encouraged. Sony elected early adoption of this statement retroactive to April 1, 2002. The adoption of this statement did not have an impact on Sony’s results of operations and financial position.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounting for Costs Associated with Exit or Disposal Activities—

In June 2002, the FASB issued FAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which nullifies Emerging Issues Task Force (“EITF”) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. FAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. FAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities. FAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred, rather than the date of an entity’s commitment to an exit plan. Sony adopted FAS No. 146 on January 1, 2003. The adoption of this statement did not have a material effect on Sony’s results of operations and financial position.

Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others—

In November 2002, the FASB issued FASB Interpretation (“FIN”) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34”. The interpretation elaborates on the existing disclosure requirements for most guarantees. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligations it assumes under the guarantee. The provisions related to recognizing a liability at inception of the guarantee for the fair value of the guarantor’s obligations do not apply to product warranties or to guarantees accounted for as derivatives. The initial recognition and initial measurement provisions of FIN No. 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The initial recognition and initial measurement provisions of FIN No. 45 did not have a material effect on Sony’s results of operations and financial position as at and for the year ended March 31, 2003. The disclosure provisions, which increase the required disclosure related to guarantees, have been adopted in the consolidated financial statements.

Accounting for Stock-Based Compensation—Transition and Disclosure—

In December 2002, the FASB issued FAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an Amendment of FASB Statement No. 123”. FAS No. 148 amends FAS No. 123, “Accounting for Stock-Based Compensation”, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. FAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. For Sony, the transition and annual disclosure requirements of FAS No. 148 are effective for the year ended March 31, 2003. Sony has accounted for its employee stock-based compensation in accordance with APB No. 25, “Accounting for Stock Issued to Employees” and, therefore, the adoption of the provisions of FAS No. 148 did not have an impact on Sony’s results of operations and financial position. Sony has adopted the disclosure-only requirements in accordance with FAS No. 148.

Consolidation of Variable Interest Entities—

In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51”. This interpretation addresses consolidation by a primary beneficiary of a variable interest entity (“VIE”). FIN No. 46 is effective immediately for all new VIEs created or acquired after January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions of FIN No. 46 become effective for Sony during the second quarter of the year ending March 31, 2004. For VIEs acquired prior to February 1,

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2003, any difference between the net amount added to the balance sheet and the amount of any previously recognized interest in the VIE will be recognized as a cumulative effect of an accounting change.

Sony continues to evaluate the impact of FIN No. 46 on Sony’s results of operations and financial position. However, Sony has identified potential VIEs created prior to February 1, 2003, which may be consolidated upon the adoption of FIN No. 46. If these potential VIEs are consolidated, Sony would record a charge of approximately 1,800 million yen as a cumulative effect of accounting change and an increase in assets and liabilities of approximately 97,342 million yen. See Note 22 for further discussion on the VIEs that are used by Sony. Sony did not enter into any new arrangements with VIEs during the period February 1, 2003 through March 31, 2003.

Derivative instruments and hedging activities—

On April 1, 2001, Sony adopted FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended by FAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment of FASB statement No. 133”. FAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments. Specifically, FAS No. 133 requires an entity to recognize all derivatives, including certain derivative instruments embedded in other contracts, as either assets or liabilities in the balance sheet and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either stockholders’ equity or net income depending on whether the derivative instruments qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity.

As a result of the adoption of the new standards, Sony’s operating income, income before income taxes and net income for the year ended March 31, 2002 decreased by 3,007 million yen, 3,441 million yen and 2,167 million yen, respectively. Additionally, on April 1, 2001, Sony recorded a one-time non-cash after-tax unrealized gain of 1,089 million yen in accumulated other comprehensive income in the consolidated balance sheet, as well as an after-tax gain of 5,978 million yen in the cumulative effect of accounting changes in the consolidated statement of income. This after-tax gain was primarily attributable to fair value adjustments of convertible rights embedded in convertible bonds held by Sony’s life insurance subsidiary as available-for-sale debt securities.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Goodwill and other intangible assets—

In July 2001, the Financial Accounting Standards Board (“FASB”) issuedSony elected early adoption, retroactive to April 1, 2001, of FAS No. 142, “Goodwill and Other Intangible Assets” which supersedes Accounting Principles Board Opinion (“APB”)superseded APB No. 17, “Intangible Assets”. This new statementFAS No. 142 addresses the accounting for acquired goodwill and other intangible assets. Sony elected early adoption of this new accounting standard retroactive to the beginning of the fiscal year. Under FAS No. 142, goodwill and certain other intangible assets that are determined to have an indefinite life willare no longer be amortized, but rather will beare tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. Prior to the adoption of FAS No. 142, goodwill recognized in acquisitions accounted for as purchases was amortized on a straight-line basis principally over a 20 or 40-year period. As a result of the adoption of FAS No. 142, Sony’s operating income and income before income taxes for the year ended March 31, 2002 increased by 20,114 million yen and income before cumulative effect of accounting changes as well as net income for the year ended March 31, 2002 increased by 18,932 million yen.

Business combinations—
In July 2001, the FASB issued FAS No. 141, “Business Combinations”. FAS No. 141 supersedes APB No. 16, “Business Combinations” and FAS No. 38, “Accounting for Preacquisition Contingencies of Purchased Enterprises”. Under FAS No. 141, all business combinations are required to be accounted for under a single method, the purchase method. This new statement prohibits the use of the pooling-of-interests method, which was previously permitted under APB No. 16, for business combinations initiated after June 30, 2001.

Accounting for consideration paid to a reseller—

In the fourth quarter of the year ended March 31, 2002, Sony adopted Emerging Issues Task Force (“EITF”)retroactive to April 1, 2001 EITF Issue No. 00-25, “Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor’s Products” (“EITF No. 00-25”), which was later codified along with other similar issues into EITF Issue No. 01-09, “Accounting for

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consideration Given by a Vendor to a Customer or Reseller of the Vendor’s Products” (“. EITF No. 01-09”), retroactive to April 1, 2001. EITFIssue No. 01-09 clarifies the income statement classification of costs incurred by a vendor in connection with the reseller’s purchase or promotion of the vendor’s products, resulting in certain cooperative advertising and product placement costs previously classified as selling, general and administrative expenses to be reflected as a reduction of revenues earned from that activity. The accounting change did not have any effect on operating income or a material effect on net sales and selling, general and administrative expenses for the year ended March 31, 2002. Sony has not reclassified the financial statements for prior yearsthe year ended March 31, 2001 due to immateriality.

Film accounting—

In June 2000, Sony elected early adoption of Statement of Position (“SOP”) 00-2, “Accounting by Producers or Distributors of Films”, issued by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants. SOP 00-2 established new film accounting standards, including changes in revenue recognition and accounting for advertising, development and overhead costs. Specifically, SOP 00-2 requires all exploitation costs, such as advertising expenses and marketing costs, for theatrical and television product to be expensed as incurred. This compares to Sony’s previous policy of first capitalizing and then expensing advertising costs for theatrical and television product over the related revenue streams. In addition, SOP 00-2 requires development costs for abandoned projects and certain indirect overhead costs to be charged directly to expense, instead of those costs being capitalized to film costs, which was required under the previous accounting standards. SOP 00-2 also requires all film costs to be classified in the balance sheet as non-current assets. The provisions of SOP 00-2 in other areas, such as revenue recognition, generally are consistent with Sony’s existing accounting policies.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Sony adopted SOP 00-2 retroactive to April 1, 2000. As a result, Sony’s net income for the year ended March 31, 2001 included a one-time, non-cash charge with no tax effect of 101,653 million yen, primarily to reduce the carrying value of its film inventory. The charge has been reflected as a cumulative effect of an accounting change in the accompanying consolidated statements of income.
Pursuant to SOP 00-2, pro forma financial information for the prior year is not required.

Revenue recognition—

In the fourth quarter of the year ended March 31, 2001, Sony adopted Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements”, issued by the United States of America Securities and Exchange Commission retroactive to April 1, 2000. As a result, Sony has changed its method of accounting for revenues from electronics, game and music sales. Revenues from electronics, game and music sales are recognized upon delivery which is considered to have occurred when the customer has taken title to the product and the risk and rewards of ownership have been substantively transferred. Following SAB No. 101, revenues are recognized when the product is delivered to the customer delivery site. Previously Sony followed the guidance of FASB Statement of Financial Accounting Concept (“SFAC”) No. 5 “Recognition and Measurement in Financial Statements of Business Enterprises” in which revenues were recognized when Sony had substantially completed all of its obligations pursuant to the terms of the sales contract. Under the guidance of SFAC No. 5, Sony viewed its obligation under the sales contract to be substantially completed when products were shipped and recognized revenues at that time. In accordance with SAB No. 101, Sony has recorded a one-time non-cash charge of 2,821 million yen, including 491 million yen income tax expense, which represents the net impact of sales that were previously recognized in the year ended March 31, 2000. These sales were subsequently recognized in the year ended March 31, 2001 due to the adoption of SAB No. 101. The charge has been reflected as a cumulative effect of an accounting change in the accompanying consolidated statements of income. The accounting change did not have a material effect on Sony’s consolidated statements of income for the year ended March 31, 2001. Sony has not disclosed pro forma financial information for the year ended March 31, 2000 as if SAB No. 101 had been applied retroactively due to immateriality.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(2)    Significant accounting policies:

Basis of consolidation and accounting for investments in affiliated companies—

The consolidated financial statements include the accounts of Sony Corporation and those of its majority-owned subsidiary companies. All intercompany transactions and accounts are eliminated. Investments in which Sony has significant influence or ownership of 20% or more but less than or equal to 50% are accounted for under the equity method. In addition, all investments in limited partnerships and general partnerships are also accounted for under the equity method. Under the equity method, investments are stated at cost plus/minus Sony’s equity in undistributed earnings or losses. Consolidated net income includes Sony’s equity in current earnings or losses of such companies, after elimination of unrealized intercompany profits. If the value of an investment has declined and is judged to be other than temporary, the investment is written down to its fair value.

On occasion, a consolidated subsidiary or affiliated company accounted for by the equity method may issue its shares to third parties as either a public or private offering or upon conversion of convertible debt to common stock at amounts per share in excess of or less than Sony’s average per share carrying value. With respect to such transactions, where the sale of such shares is not part of a broader corporate reorganization and the reacquisition of such shares is not contemplated at the time of issuance, the resulting gains or losses arising from the change in interest are recorded in income for the year the change in interest transaction occurs.

If the sale of such shares is part of a broader corporate reorganization, the reacquisition of such shares is contemplated at the time of issuance or realization of such gain is not reasonably assured (i.e., the entity is newly formed, non-operating, a research and development or start-up/development stage entity, or where the entity’s ability to continue in existence is in question), the transaction is accounted for as a capital transaction.

The excess of the cost over the underlying net equity of investments in consolidated subsidiaries and affiliated companies accounted for on an equity basis is allocated to identifiable assets and liabilities based on fair values at the date of acquisition. The unassigned residual value of the excess of the cost over the underlying net equity is recognized as goodwill.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Use of estimates—

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Translation of foreign currencies—

All asset and liability accounts of foreign subsidiaries and affiliates are translated into Japanese yen at appropriate year-end current rates and all income and expense accounts are translated at rates that approximate those rates prevailing at the time of the transactions. The resulting translation adjustments are accumulated as a component of accumulated other comprehensive income.

Foreign currency receivables and payables are translated at appropriate year-end current rates and the resulting translation gains or losses are taken into income currently.

Cash and cash equivalents—

Cash and cash equivalents include all highly liquid investments, generally with original maturities of three months or less, that are readily convertible to known amounts of cash and are so near maturity that they present insignificant risk of changes in value because of changes in interest rates.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Marketable debt and equity securities—

Debt securities and equity securities designated as available-for-sale, whose fair values are readily determinable, are carried at fair value with unrealized gains or losses included as a component of accumulated other comprehensive income, net of applicable taxes. Debt and equity securities classified as trading securities are carried at fair value with unrealized gains or losses included in income. Debt securities that are expected to be held-to-maturity are carried at amortized cost. Individual securities classified as either available-for-sale or held-to-maturity are reduced to net realizable value by a charge to income for other than temporary declines in fair value. Realized gains and losses are determined on the average cost method and are reflected in income.

Equity securities in non-public companies—

Equity securities in non-public companies are carried at cost as fair value is not readily determinable. If the value of a non-public equity investment is estimated to have declined and such decline is judged to be other than temporary, Sony recognizes the impairment of the investment and the carrying value is reduced to its fair value. Determination of impairment is based on the consideration of such factors as operating results, business plans and estimated future cash flows. Fair value is determined through the use of such methodologies as discounted cash flows, valuation of recent financings and comparable valuations of similar companies.

Inventories—

Inventories in electronics, game and music as well as non-film inventories for pictures are valued at cost, not in excess of market, cost being determined on the “average cost” basis except for the cost of finished products carried by certain subsidiary companies which is determined on the “first-in, first-out” basis.

Film costs—

Film costs related to theatrical and television product (which includes direct production costs, production overhead and acquisition costs) are stated at the lower of amortizedunamortized cost or net realizable value.estimated fair value and classified as non-current assets. Film costs are amortized, and the estimated liabilities for residuals and participations are accrued, for an individual product based on the proportion that current period actual revenues bear to the estimated remaining total lifetime revenues. These estimates are reviewed on a periodic basis. As a result of the adoption of SOP 00-2, film costs are classified as non-current assets.

Property, plant and equipment and depreciation—

Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment is principallyprimarily computed on the declining-balance method for Sony Corporation and Japanese subsidiaries, except for certain semiconductor manufacturing facilities whose depreciation is computed on the straight-line method, and on the straight-line method for foreign subsidiaries at rates based on estimated useful lives of the assets, principally, ranging from 15 years up to 50 years for buildings and from 2 years up to 10 years for machinery and equipment. Significant renewals and additions are capitalized at cost. Maintenance and repairs, and minor renewals and betterments are charged to income as incurred.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Goodwill and other intangible assets—

As a result of the adoption of FAS No. 142, goodwill and certain other intangible assets that are determined to have an indefinite life are not amortized and are tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. Fair value for those assets is generally determined using a discounted cash flow analysis. Prior

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

to the adoption of FAS No. 142, in accordance with APB No. 17, goodwill was amortized on a straight-line basis principally over a 20 or 40 year period and indefinite-lived intangible assets were also amortized on a straight-line basis principally over a 20 year period.

Intangible assets that are determined not to have an indefinite life mainly consist of artist contracts, music catalogs, acquired patent rights and intellectual property rights.software to be sold, leased or otherwise marketed. Artist contracts and music catalogs are amortized on a straight-line basis principally over 16 yearsa period of up to 40 years. Acquired patent rights and 21 years, respectively. Intellectual property rightssoftware to be sold, leased or otherwise marketed are amortized on a straight-line basis over 3 to15to 10 years.

Accounting for computer software to be sold—

Sony accounts for software development costs in accordance with FAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed”.

In the Electronics business, costs related to establishing the technological feasibility of a software product are expensed as incurred as a part of research and development in cost of sales. Costs that are incurred to produce the finished product after technological feasibility is established are capitalized and amortized over the estimated economic life of the product, which is generally three years. Sony performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue.

In the Game business, technological feasibility of the underlying software is reached shortly before the products are released to manufacturing. Costs incurred after technological feasibility is established are not material, and accordingly, Sony expenses software development costs for the Game business as incurred as a part of research and development in cost of sales.

Deferred insurance acquisition costs—

Costs that vary with and are primarily related to acquiring new insurance policies are deferred as long as they are recoverable. The deferred insurance acquisition costs are being amortized mainly over the premium-paying period of the related insurance policies using assumptions consistent with those used in computing policy reserves.

Product warranty—

Sony provides for the estimated cost of product warranties at the time revenue is recognized by either product category group or individual product. The product warranty is calculated based upon product sales, estimated probability of failure and estimated cost per claim. The variables used in the calculation of the provision are reviewed on a periodic basis.

Certain subsidiaries in the Electronics business offer extended warranty programs. The consideration received through extended warranty service is deferred and amortized on a straight-line basis over the term of the extended warranty.

Future insurance policy benefits—

Future insurance policy benefits are computed based on actuarial assumptions.

Accounting for the impairment of long-lived assets—

Long-lived

Sony periodically reviews the carrying value of its long-lived assets held and used, other than goodwill and intangible assets that do not havewith indefinite lives, are reviewed for impairmentand assets to be disposed of, whenever events or changes in circumstances indicateindicated that the carrying amount of the assets may not be recoverable. When the sum of expected future cash flows (undiscountedLong-lived assets to be held and without interest charges) is less thanused are reviewed

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

for impairment by comparing the carrying amountvalue of the asset,assets with their estimated future undiscounted cash flows. If it is determined that an impairment loss ishas occurred, the loss would be recognized based onduring the period. The impairment loss would be calculated as the difference between asset carrying value and the present value of estimated net cash flows or comparable market values, giving consideration to recent operating performance. Long-lived assets that are to be disposed of other than by sale are considered held and used until they are disposed of. Long-lived assets that are to be disposed of by sale are reported at the lower of their carrying value or fair value ofless cost to sell. Reductions in carrying value are recognized in the asset.

period in which the long-lived assets are classified as held for sale.

Derivative financial instruments—

All derivatives, including certain derivative financial instruments embedded in other contracts, are recognized as either assets or liabilities in the balance sheet at fair value. Changes in the fair value of derivative financial instruments are either recognized periodically in income or stockholders’ equity (as a component of accumulated other comprehensive income), depending on whether the derivative financial instrument qualifies as a hedge and the derivative is being used to hedge changes in fair value or cash flows.

In accordance with FAS No. 133, the derivative financial instruments held by Sony are classified and accounted as below.

Fair value hedges

Changes in the fair value of derivatives designated and effective as fair value hedges for recognized assets or liabilities or unrecognized firm commitments are recognized in earnings as offsets to changes in the fair value of the related hedged assets or liabilities.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Cash flow hedges

Changes in the fair value of derivatives designated and effective as cash flow hedges for forecasted transactions or exposures associated with recognized assets or liabilities are initially recorded in other comprehensive income and reclassified into earnings when the hedged transaction affects earnings. Changes in the fair value of the ineffective portion are recognized in current period earnings.

Derivatives not designated as hedges

Changes in the fair value of derivatives that are not designated as hedges under FAS No. 133 are recognized in current period earnings.

Sony formally documents all hedging relationships between the derivatives designated as hedges and 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 balance sheet or to the specific forecasted transaction. Sony also assesses, both at the inception of the hedge and on an on-going basis, whether the derivatives that are designated as hedges are highly effective in offsetting changes in fair value or cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge, Sony discontinues hedge accounting.

Stock-based compensation—

Sony follows the disclosure-only provisions of FAS No. 148 and has elected to apply APB No. 25 in accounting for its stock-based compensation plans. In accordance with APB No. 25, “Accounting for Stock Issued to Employees”, stock-based compensation cost is recognized in income based on the excess, if any, of the quoted market price of the common stock or

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

subsidiary tracking stock of Sony Corporation at the grant date of the award or other measurement date over the stated exercise price of the award.

As the exercise prices for Sony’s stock-based compensation plans are generally determined based on the prevailing market price shortly before the date of grant, the compensation expense for these plans is not significant. For awards that generate compensation expense as defined under APB No. 25, Sony calculates the amount of compensation expense and recognizes the expense over the vesting period of the award.

The following table reflects the net effect on net income and net income per share allocated to the common stock if Sony had applied the fair value recognition provisions of FAS No. 123 to stock-based compensation. See Note 16 for detailed assumptions.

   Yen in millions

 
   Year ended March 31

 
   2001

  2002

  2003

 

Income before cumulative effect of accounting changes allocated to the common stock:

          

As reported

  121,227  9,381  115,648 

Deduct: Total stock-based compensation expense determined under fair value based method, net of related tax effects

  (2,703) (5,395) (7,008)
   

 

 

Pro forma

  118,524  3,986  108,640 
   

 

 

Net income allocated to the common stock:

          

As reported

  16,754  15,359  115,648 

Deduct: Total stock-based compensation expense determined under fair value based method, net of related tax effects

  (2,703) (5,395) (7,008)
   

 

 

Pro forma

  14,051  9,964  108,640 
   

 

 

   Yen

 

Income before cumulative effect of accounting changes allocated to the common stock:

          

—Basic EPS:

          

As reported

  132.64  10.21  125.74 

Pro forma

  129.69  4.34  118.12 

—Diluted EPS:

          

As reported

  124.36  10.18  118.21 

Pro forma

  121.64  4.33  111.20 

Net income allocated to the common stock:

          

—Basic EPS:

          

As reported

  18.33  16.72  125.74 

Pro forma

  15.37  10.85  118.12 

—Diluted EPS:

          

As reported

  19.28  16.67  118.21 

Pro forma

  16.56  10.82  111.20 

Net income and net income per share allocated to the subsidiary tracking stock for the years ended March 31, 2002 and 2003 would not be significantly impacted.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Free distribution of common stock—

On occasion, Sony Corporation may make a free distribution of common stock which is accounted for either by a transfer from additional paid-in capital to the common stock account or with no entry if free shares are distributed from the portion of previously issued shares in the common stock account.

Under the Japanese Commercial Code, a stock dividend can be effected by an appropriation of retained earnings to the common stock account by resolution of the general meeting of shareholders, followed by a free share distribution with respect to the amount appropriated by resolution of the Board of Directors’ meeting.

Free distribution of common stock is recorded in the consolidated financial statements only when it becomes effective, except for the calculation and presentation of per share amounts.

Stock issue costs—

Stock issue costs are directly charged to retained earnings, net of tax, in the accompanying consolidated financial statements as the Japanese Commercial Code prohibits charging such stock issue costs to capital accounts which is the prevailing practice in the United States of America.

Revenue recognition—

As a result of the adoption of

In accordance with SAB No. 101, revenues from electronics, game and music sales are recognized upon delivery which is considered to have occurred when the customer has taken title to the product and the risk and rewards of ownership have been substantively transferred. Previously, such revenues were recognized when Sony’s obligations pursuant to the sales contract were substantially completed which was considered to have occurred when product was shipped. If the sales contract contains a customer acceptance provision, then sales are recognized after customer acceptance occurs or the acceptance provisions lapse.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Revenues from the theatrical exhibition of motion pictures are recognized as the customer exhibits the film. Revenues from the licensing of feature films and television programming are recorded when the material is available for telecast by the licensee and when any restrictions regarding the exhibition or exploitation of the product lapse. Revenues from the sale of home videocassettes and DVDs are recognized upon availability of sale to the public.
Insurance premiums

Life insurance policies that the life insurance subsidiary writes, most of which are categorized as long-duration contracts, mainly consist of whole life, term life and accident and health insurance contracts. Premiums from these policies are reported as revenue when due from policyholders. Benefits

Property and expensescasualty insurance policies that the non-life insurance subsidiary writes are associated with earnedprimarily automotive insurance premiums socontracts which are categorized as to result in the recognition of profitsshort-duration contracts. Premiums from these policies are reported as revenue over the lifeperiod of the contracts. This associationcontract in proportion to the amount of insurance protection provided.

Accounting for consideration paid to a reseller—

In accordance with EITF Issue No. 01-09, cash consideration paid to a reseller including payments for buydowns, slotting fees and cooperative advertising programs, is accomplished throughaccounted for as a reduction of revenue unless Sony receives an identifiable benefit (goods or services) in exchange for the consideration, can reasonably estimate the fair value of this benefit and receives documentation from the reseller to support the amounts spent. Any payments meeting these criteria are treated as selling, general and administrative expense. For the years ended March 31, 2002 and 2003, reseller payments, primarily for cooperative advertising programs, included in selling, general and administrative expense totaled 28,683 million yen and 29,135 million yen, respectively.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Cost of sales—

Costs classified as cost of sales relate to the producing and manufacturing of products and include such items as material cost, subcontractor cost, depreciation of fixed assets, personnel expenses, research and development costs, and amortization of film cost related to theatrical and television products.

Research and development costs—

Research and development costs are expensed as incurred.

Selling, general and administrative—

Costs classified as selling expense relate to the promoting and selling of products and include such items as advertising, promotion, shipping, and warranty expenses.

General and administrative expenses include operating items such as officer’s salaries, personnel expenses, depreciation of fixed assets, office rental for sales, marketing and administrative divisions, a provision for liabilities for future benefitsdoubtful accounts and amortization of intangible assets.

Financial service expenses—

Financial service expenses include provision for policy reserves and amortization of deferred insurance acquisition costs.

cost, and all other operating costs such as personnel expenses, depreciation of fixed assets, office rental of subsidiaries in the Financial Services segment.

Advertising costs—

Advertising costs are expensed when the advertisement or commercial appears in the selected media, except for advertising costs for acquiring new insurance policies which are deferred and amortized as part of insurance acquisition costs.

During the year ended March 31, 2001, Sony began expensing advertising

Shipping and handling costs—

The majority of shipping and handling, warehousing and internal transfer costs for theatricalfinished goods are included in selling, general and television productadministrative expenses. An exception to this is in the Pictures business where such costs are charged to cost of sales as incurred in accordance withit is an integral part of producing and distributing the film under SOP 00-2. PriorAll other costs related to the adoptionSony’s distribution network are included in cost of SOP 00-2, in accordance with FAS No. 53, “Financial Reporting by Producerssales, including inbound freight charges, purchasing and Distributors of Motion Picture Films” issued by FASB, advertisingreceiving costs, inspection costs and warehousing costs for theatricalraw materials and television product were capitalizedin-process inventory. In addition, amounts paid by customers for shipping and amortized over the related revenue streams in each market that such costs were intended to benefit.

Research and development costs—
Research and developmenthandling costs are expensed as incurred.
included in net sales.

Income taxes—

The provision for income taxes is computed based on the pretax income included in the consolidated statements of income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

Net income per share—

Sony calculates and presents per share data separately for Sony’s common stock and for the subsidiary tracking stock, based on FAS No. 128, “Earnings per Share”. The holders of the subsidiary tracking stock have

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the right to participate in earnings, together with common stock holders. Accordingly, Sony calculates per share data by the “two-class” method based on FAS No. 128. Under this method, basic net income per share (“EPS”) for each class of stock is calculated based on the earnings allocated to each class of stock for the applicable period, divided by the weighted-average number of outstanding shares in each class during the applicable period.

The earnings allocated to the subsidiary tracking stock are determined based on the subsidiary tracking stock holders’ economic interest in the targeted subsidiary’s earnings available for dividends. As defined by Sony Corporation’s articles of incorporation, the amount distributable to the subsidiary tracking stock holders is based on the declared dividends of the targeted subsidiary, which only may be declared from the amounts available for dividends of the targeted subsidiary, not including those ofsubsidiary. The targeted subsidiary’s subsidiaries,earnings available for dividends are, as stipulated by the Japanese Commercial Code.Code, not including those of the targeted subsidiary’s subsidiaries. If the targeted subsidiary has accumulated losses, a change in accumulated losses is also allocated to the subsidiary tracking stock. The subsidiary tracking stock holders’ economic interest in the targeted subsidiary’s earnings available for dividends is calculated as the number of the subsidiary tracking stock outstanding (3,072,000 shares) divided by the number of the targeted subsidiary’s common stock outstanding (235,520 shares), subject to multiplying by the Standard Ratio (as(tracking stock : subsidiary’s common stock = 1 : 100, as defined in the articles of incorporation). The earnings allocated to the common stock are calculated by subtracting the earnings allocated to the subsidiary tracking stock from Sony’s net income for the period.

The computation of diluted net income per common stock reflects the maximum possible dilution from conversion, exercise, or contingent issuance of securities.

There are no potentially dilutive securities for net income per subsidiary tracking stock, as tracking stock shares outstanding are increased upon potential subsidiary tracking stocks’ being exercised, which results in a proportionate increase in earnings allocated to the subsidiary tracking stock. However, they could have a dilutive effect on net income per common stock, as earnings allocated to the common stock would be decreased.

EPS for all periods is appropriately adjusted for any free distributions of common stock which have been completed.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(3)    Recent pronouncements:Pronouncements:
Impairment or Disposal of Long-Lived Assets—
In October 2001, the FASB issued FAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, effective for fiscal years beginning after December 15, 2001. FAS No. 144 replaces FAS No. 121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of” and the accounting and reporting provisions of APB No. 30 “Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions” for the disposal of segments of a business. FAS No. 144 establishes a single accounting model for long-lived assets to be disposed of by sale and modifies the accounting and disclosure rules for discontinued operations. Sony adopted FAS No. 144 on April 1, 2002. The adoption of FAS No. 144 is not expected to have a material impact on Sony’s results of operations and financial position.

Accounting for Asset Retirement Obligations—

In June 2001, the FASB issued FAS No. 143, “Accounting for Asset Retirement Obligations”. This statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement shall be effective for fiscal years beginning after June 15, 2002. Sony is now in the processadopted FAS No. 143 on April 1, 2003. The adoption of assessing theFAS No. 143 did not have a material impact that the statement will have on Sony’s results of operations and financial position.

FASMultiple Element Arrangements—

In November 2002, the FASB issued EITF Issue No. 145, “Rescission00-21, “Accounting for Revenue Arrangements with Multiple Deliverables”. EITF Issue No. 00-21 provides guidance on when and how to account for arrangements that involve the delivery or performance of FASB Statementsmultiple products, services and/or rights to use assets. The provisions of EITF Issue No. 4, 4400-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. Sony is currently evaluating the impact of adopting this guidance.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Derivative Instruments and 64, Amendment of FASB Statement No. 13, and Technical Corrections”—Hedging Activities—

In April 2002,2003, the FASB issued FAS No. 145,149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This statement amends and clarifies financial accounting and reporting for derivative instruments, including derivative instruments embedded in other contracts and for hedging activities under FAS No. 133. Sony is currently evaluating the impact of adopting this new pronouncement.

Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity—

In May 2003, the FASB issued FAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. FAS No. 150 establishes standards for how certain financial instruments with characteristics of both liabilities and equity shall be classified and measured. This statement is effective for fiscal years beginningfinancial instruments entered into or transactions occurringmodified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2002. This statement rescinds certain authoritative pronouncements and amends, clarifies or describes2003. Sony adopted FAS No. 150 during the applicabilityfirst quarter of others. Sony is now in the processyear ending March 31, 2004. The adoption of assessing theFAS No. 150 did not have an impact that the statement will have on Sony’s results of operations and financial position.

(4)    Reclassifications:

Certain reclassifications of the financial statements for the years ended March 31, 20002001 and 20012002 have been made to conform to the presentation for the year ended March 31, 2002.

2003.

3.    Integration of three listed subsidiariesInventories

On January 5, 2000, Sony Corporation made three listed subsidiaries, Sony Music Entertainment (Japan) Inc. (“SMEJ”), Sony Chemicals Corporation (“SCC”) and Sony Precision Technology Inc. (“SPT”), wholly owned subsidiary companies through exchange offer procedures. Prior to

Inventories comprise the exchange offer procedures, Sony Corporation owned 71.0%, 69.6% and 69.2% offollowing:

   Yen in millions

   March 31

   2002

  2003

Finished products

  429,484  398,180

Work in process

  108,143  110,008

Raw materials, purchased components and supplies

  135,810  117,539
   
  
   673,437  625,727
   
  

4.    Film costs

Film costs comprise the common stock of SMEJ, SCC and SPT, respectively. SMEJ operates primarily in the music recording business; SCC is engaged in manufacturing and sale of recording media, electrical parts and joint materials; and SPT is engaged in manufacturing and sale of precise measuring and recording machines and equipment. Sony Computer Entertainment Inc., which is owned by Sony Corporation and SMEJ, also became a wholly owned subsidiary company of Sony Corporation.

The share exchange ratios were one share of SMEJ, SCC and SPT for 0.835 shares, 0.565 shares and 0.203 shares of Sony Corporation, respectively. As a result, approximately 26,156 thousand, 5,606 thousand and 1,218 thousand shares of Sony Corporation’s common stock were issued, respectively.
All of the exchanges were accounted for as purchases. The fair values of the acquired minority interests were determined based on the quoted market price of 10,550 yen per share of Sony Corporation for a few days before and after March 9, 1999 when the terms of the acquisition were agreed to and announced. The costs of the
following:

   Yen in millions

   March 31

   2002

  2003

Theatrical:

      

Released (including acquired film libraries)

  134,997  142,168

Completed not released

  9,465  13,356

In production and development

  115,458  91,696

Television licensing:

      

Released (including acquired film libraries)

  48,623  40,417

In production and development

  4,511  141
   
  
   313,054  287,778
   
  

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

acquired minority interest were 276,169 million yen, 59,174 million yen and 12,868 million yen for SMEJ, SCC and SPT, respectively. The direct costs were included in the cost of acquisition. The excess of the purchase price of each subsidiary over the net assets acquired has been allocated to identifiable assets such as land and intangible assets (primarily the PlayStation trade name, PlayStation format, music distribution agreements and artist contracts), based upon the estimated fair value of such assets, and relevant deferred tax liabilities. The excess of the acquisition costs over the sum of the amounts assigned to identifiable assets less liabilities assumed is recognized as goodwill. Goodwill on this transaction is tested for impairment in accordance with FAS No. 142. Prior to the adoption of FAS No. 142, goodwill on this transaction was being amortized on a straight-line basis over a 20-year period.
Prior to the exchange those three subsidiaries were consolidated subsidiaries, and Sony’s consolidated financial statements include operating results of those subsidiaries for the full year. After the date of the exchange, minority interest income or losses relating to these subsidiaries were no longer recognized in Sony’s consolidated financial statements. The following unaudited consolidated pro forma information shows the results of Sony’s consolidated operations for the year ended March 31, 2000 as though the exchanges were made as of the beginning of the year ended March 31, 2000.
Unaudited

Yen in millions

Year ended
March 31, 2000

Net sales (No change)6,238,401

Net income123,183

Yen

Net income per common share:
Basic138.07

Diluted126.50

The pro forma results of operations are not necessarily indicative of the actual results of operations that would have occurred had the exchanges been consummated at the beginning of the year, or of results that may occur in the future. The pro forma net income per common share for the year ended March 31, 2000 reflects the two-for-one stock split that was completed on May 19, 2000.
4.    Inventories
Inventories comprise the following:
   
Yen in millions

   
March 31

   
2001

  
2002

Finished products  624,055  429,484
Work in process  125,198  108,143
Raw materials, purchased components and supplies  193,623  135,810
   
  
   942,876  673,437
   
  

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5.    Film costs
Film costs comprise the following:
   
Yen in millions

   
March 31

   
2001

  
2002

Theatrical:      
Released (including acquired film libraries)  169,522  134,997
Completed not released  —    9,465
In production and development  77,876  115,458
Television licensing:      
Released (including acquired film libraries)  37,700  48,623
In production and development  12,519  4,511
   
  
   297,617  313,054
   
  
Sony estimates that approximately 90%88% of unamortized costs of released films (excluding amounts allocated to acquired film libraries) at March 31, 20022003 will be amortized within the next three years. Approximately 102,29189,520 million yen of released film costs are expected to be amortized during the next twelve months. As of March 31, 2002,2003, unamortized acquired film libraries of approximately 27,09520,591 million yen remain to be amortized on a straight-line basis over an average of the remaining life of 87 years. Approximately 95,25992,204 million yen of accrued participation liabilities included in accounts payable, other and accrued expenses are expected to be paid during the next twelve months.

6.5.    Investments in and transactions with affiliated companies

Sony accounts for its investments in affiliated companies over which Sony has significant influence or ownership of 20% or more but less than or equal to 50% under the equity method. In addition, all investments in limited partnerships and general partnerships are also accounted for under the equity method. Such investments include but are not limited to Sony’s interest in Sony Ericsson Mobile Communications, AB (50%), American Video Glass Company (50%), ST Liquid Crystal Display Corporation (50%), The Columbia House Company (50%), Telemundo Group (39.5%), BE-ST Bellevuestrasse Development GmbH & Co. First Real Estate KG, Berlin (50%), InterTrust Technologies Corporation (49.5%) and Crosswave Communications Inc. (23.9%).

Summarized combined financial information that is based on information provided by equity investees is shown below:

   
Yen in millions

   
March 31

   
2001

  
2002

Current assets  209,419  379,747
Property, plant and equipment  164,076  253,370
Other assets  146,519  244,169
   
  
Total assets  520,014  877,286
   
  
Current liabilities  215,966  468,880
Long-term liabilities  153,876  176,117
Stockholders’ equity  150,172  232,289
   
  
Total liabilities and stockholders’ equity  520,014  877,286
   
  
Number of companies at end of year  86  98

   Yen in millions

   March 31

   2002

  2003

Current assets

  379,747  349,414

Property, plant and equipment

  253,370  242,303

Other assets

  244,169  43,272
   
  

Total assets

  877,286  634,989
   
  

Current liabilities

  468,880  374,414

Long-term liabilities

  176,117  129,497

Stockholders’ equity

  232,289  131,078
   
  

Total liabilities and stockholders’ equity

  877,286  634,989
   
  

Number of companies at end of year

  98  84

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
   Yen in millions

 
   Year ended March 31

 
   2001

  2002

  2003

 

Sales and revenue

  418,213  659,589  785,697 

Gross profit

  134,388  161,655  140,078 

Net income (loss)

  (65,229) (68,608) (81,422)

   
Yen in millions

 
   
Year ended March 31

 
   
2000

   
2001

   
2002

 
Sales and revenue  503,186   418,213   659,589 
Gross profit  135,828   134,388   161,655 
Net income (loss)  (89,207)  (65,229)  (68,608)
During the year ended March 31, 2000, additional costs relating to shortened amortization periods and an impairment of deferred direct-response advertising and member acquisition expenses in The Columbia House Company and the devaluation of real estate for sale in BE-ST Bellevuestrasse Development GmbH & Co. First Real Estate KG, Berlin, which develops and operates commercial- and other-use facilities, negatively affected the equity in net losses of affiliated companies by approximately 7,632 million yen and 5,154 million yen, respectively.

During the year ended March 31, 2001, 25,026 million yen of equity in net losses of Loews Cineplex Entertainment Corporation (“Loews”) werewas recorded, principally due to continued losses as well as the impairment loss recorded against the entire carrying value of Sony’s investment in Loews. Thereafter, no additional equity losses were recorded. In March 2002, Loews completed its reorganization in the United States of America under Chapter 11 of the Federal Bankruptcy Code, and in Canada under the Companies-Creditors Agreement Act. As a result, Sony is no longer a shareholder in Loews. Therefore, the financial position of Loews as of March 31, 2001 and 2002 is not included in the above summarized combined balance sheet.

sheets.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Sony Ericsson Mobile Communications, AB, a joint venture focused on mobile phone handsets, was established in October 2001 and is included in affiliated companies accounted for under the equity method.

In April 2002, Sony completed the sale of its equity interest in the Telemundo Group which resulted in cash proceeds of 67988,373 million dollarsyen and a gain of approximately 50066,502 million dollars.

yen. In addition, Sony has deferred an approximate 50 million dollar gain on the sale relating to certain indemnifications provided by Sony to the acquirer for events occurred prior to the sale. Under the indemnification agreement, Sony has agreed to refund up to 50 million dollar of the purchase price to the third party acquirer if certain events occurred prior to the sale of the Telemundo Group result in a decline in the value of the Telemundo Group. These indemnifications expired in April 2003 with no amounts being refunded by Sony. Accordingly, the remaining 50 million dollar gain was recognized in April 2003.

In June 2002, Sony completed the partial sale of its equity investment in the Columbia House Company (“CHC”), a 50-50 joint venture between AOL Time Warner Inc., and Sony, to Blackstone Capital Partners III LP (“Blackstone”), an affiliate of The Blackstone Group, a private investment bank. The Chairman of The Blackstone Group was also a director of Sony until June 2002. Under the terms of the sale agreement, Sony received cash proceeds of 17,839 million yen and a subordinated note receivable from Columbia House Holdings, Inc., a majority owned subsidiary of Blackstone, with a face amount of 7,827 million yen. The sale resulted in a gain of 1,324 million yen. Sony still has a 7.5% ownership interest in CHC, which is no longer accounted for under the equity method but is now accounted for as a cost method investment.

In September 2002, Sony completed the sale of its equity interest in Sony Tektronix Inc. which resulted in a gain of 3,090 million yen.

In January 2003, Sony acquired a 49.5% interest in InterTrust Technologies Corporation for 23,076 million yen and it is included in affiliated companies accounted for under the equity method.

Affiliated companies accounted for under the equity method with an aggregate carrying amount of 10,6707,623 million yen and 7,6236,342 million yen at March 31, 20012002 and 2002,2003, were quoted on established markets at an aggregate value of 32,40817,991 million yen and 17,9916,894 million yen, respectively.

Account balances and transactions with affiliated companies accounted for under the equity method are presented below:

   
Yen in millions

   
March 31

   
2001

  
2002

Accounts receivable, trade  19,717  46,296
   
  
Advances  26,201  25,907
   
  
Accounts payable, trade  9,964  5,865
   
  
   
Yen in millions

   
Year ended March 31

   
2000

  
2001

  
2002

Sales  32,045  31,239  72,824
   
  
  
Purchases  5,301  75,379  69,254
   
  
  

   Yen in millions

   March 31

   2002

  2003

Accounts receivable, trade

  46,296  35,132
   
  

Advances

  25,907  13,090
   
  

Accounts payable, trade

  5,865  9,964
   
  

   Yen in millions

   Year ended March 31

   2001

  2002

  2003

Sales

  31,239  72,824  161,983
   
  
  

Purchases

  75,379  69,254  102,735
   
  
  

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Dividends from affiliated companies accounted for under the equity method for the years ended March 31, 2000, 2001, 2002 and 20022003 were 869 million yen, 2,764 million yen, and 3,065 million yen and 2,002 million yen, respectively.

7.6.    Accounts receivable securitization program

In the United States of America, Sony set up an accounts receivable securitization program whereby Sony can sell interests in up to 119,700900 million yendollar of eligible trade accounts receivable, as defined. Through this program, Sony can securitize and sell a percentage of undivided interest in that pool of receivables to several multi-seller commercial paper conduits owned and operated by banks. Sony can sell receivables in which the agreed upon original due dates are no more than 90 days after the invoice dates. The value assigned to undivided interests retained in securitized trade receivables is based on the relative fair values of the interest retained and sold in the securitization. Sony has assumed that the fair value of the retained interest is equivalent to its carrying value as the receivables are short-term in nature, high quality and have appropriate reserves for bad debt incidence. The initial sale of the receivables was in October 2001 and the maximum amount funded in the year was 109,060 million yen.yen for the fiscal year ended March 31, 2002. There was no sale of receivables for the fiscal year ended March 31, 2003. There were no outstanding amounts due at March 31, 2002 and 2003 relating to the existing undivided interests in the pool of receivables that had been sold. Losses from this transactionthese transactions were insignificant.

8.7.    Marketable securities and securities investments and other

Marketable securities and securities investments and other include debt and equity securities of which the aggregate cost, gross unrealized gains and losses and fair value pertaining to available-for-sale securities and held-to-maturity securities are as follows:

  
Yen in millions

  
March 31, 2001

 
March 31, 2002

  
Cost

  
Gross unrealized gains

  
Gross unrealized losses

 
Fair value

 
Cost

  
Gross unrealized gains

  
Gross unrealized losses

 
Fair value

Available-for-sale:                    
Debt securities 883,571  53,264  2,396 934,439 1,150,630  41,241  15,930 1,175,941
Equity securities 45,868  32,555  8,119 70,304 58,374  30,371  7,829 80,916
Held-to-maturity securities 16,493  63  —   16,556 19,835  353  9 20,179
  
  
  
 
 
  
  
 
Total 945,932  85,882  10,515 1,021,299 1,228,839  71,965  23,768 1,277,036
  
  
  
 
 
  
  
 

  Yen in millions

  March 31, 2002

 March 31, 2003

  Cost

 Gross
unrealized
gains


 Gross
unrealized
losses


 Fair value

 Cost

 Gross
unrealized
gains


 Gross
unrealized
losses


 Fair value

Available-for-sale:

                

Debt securities

 1,150,630 41,241 15,930 1,175,941 1,550,290 37,237 8,430 1,579,097

Equity securities

 58,374 30,371 7,829 80,916 63,786 8,222 4,330 67,678

Held-to-maturity
securities

 

19,835

 

353

 

9

 

20,179

 

18,153

 

672

 

1

 

18,824

  
 
 
 
 
 
 
 

Total

 1,228,839 71,965 23,768 1,277,036 1,632,229 46,131 12,761 1,665,599
  
 
 
 
 
 
 
 

At March 31, 2002,2003, debt securities classified as available-for-sale securities and held-to-maturity securities mainly consist of Japanese government and municipal bonds and corporate debt securities due within 1 to 10 years.

Proceeds from sales of available-for-sale securities were 186,093 million yen, 91,424 million yen, 193,048 million yen and 193,048215,554 million yen for the years ended March 31, 2000, 2001, 2002 and 2002,2003, respectively. On those sales, gross realized gains computed on the average cost basis were 18,887 million yen, 5,291 million yen, 6,397 million yen and 6,3973,570 million yen and gross realized losses were 2,394 million yen, 416 million yen, and 3,803 million yen and 3,125 million yen, respectively.

In March 2001, Sony Corporation and consolidated subsidiaries contributed certain marketable equity securities, not including those of its subsidiaries and affiliated companies, to an employee retirement benefit trust, with no cash proceeds thereon. The fair value of these securities at the time of contribution was 14,316 million yen.

yen million.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In the fourth quarter of the year ended March 31, 2001, due to a change in the partial investment policy of a life insurance subsidiary, certain amounts previously included in marketable securities as short-term investments in money market funds have been transferred to available-for-sale securities and included in securities investments and other on the balance sheet as of March 31, 2001.

Marketable securities as of March 31, 20012002 and 20022003 included short-term investments in money market funds of 72,152124,762 million yen and 124,762123,964 million yen, respectively.

In the ordinary course of business, Sony maintains long-term investment securities, included in securities investments and other, issued by a number of nonpublicnon-public companies. The aggregate carrying amounts of the investments in nonpublicnon-public companies at March 31, 20012002 and 2002,2003, which were valued at the lower of cost or fair value, were 92,56582,490 million yen and 82,49069,596 million yen, respectively. The corresponding fair values of the investments in nonpublic companies were not computed as of March 31 of the respective years as such values are not readily determinable. However, if the value of an investment is estimated to have declined and such decline is judged to be other than temporary, the investment is written down to its fair value.

The net change in the unrealized gains or losses on trading securities that has been included in earnings during the years ended March 31, 2000, 2001, 2002 and 20022003 was insignificant.

Securities investments and other as of March 31, 20012002 and 20022003 also included separate account assets (Note 11) in the life insurance business, which were carried at fair value. Although the separate account assets consist primarily of debt and equity securities, they are excluded from the above table due to the nature of the assets. Proceeds from sales of available-for-sale securities and gross realized gains or losses described above also exclude the amounts related to the separate account assets. Separate account assets at March 31, 20012002 and 20022003 were 91,956106,150 million yen and 106,150118,190 million yen, respectively.

9.8.    Leased assets

Sony leases certain communication and commercial equipment, plant, office space, warehouses, employees’ residential facilities and other assets.

An analysis of leased assets under capital leases is as follows:

   
Yen in millions

 
   
March 31

 
Class of property

  
2001

   
2002

 
Land  1,936   1,983 
Buildings  16,762   15,448 
Machinery, equipment and others  37,773   35,255 
Accumulated amortization  (22,850)  (20,830)
   

  

   33,621   31,856 
   

  

   Yen in millions

 
   March 31

 

Class of property


  2002

  2003

 

Land

  1,983  1,829 

Buildings

  15,448  15,937 

Machinery, equipment and others

  35,255  33,733 

Accumulated depreciation

  (20,830) (21,236)
   

 

   31,856  30,263 
   

 

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following is a schedule by year of the future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of March 31, 2002:
     
Yen in millions

Year ending March 31:     
2003    16,876
2004    12,057
2005    8,211
2006    4,601
2007    3,462
Later years    10,111
     
Total minimum lease payments    55,318
Less—Amount representing interest    8,068
     
Present value of net minimum lease payments    47,250
Less—Current obligations    14,360
     
Long-term capital lease obligations    32,890
     
2003:

   Yen in millions

Year ending March 31:

   

2004

  15,545

2005

  11,851

2006

  7,788

2007

  4,561

2008

  2,410

Later years

  7,775
   

Total minimum lease payments

  49,930

Less—Amount representing interest

  10,031
   

Present value of net minimum lease payments

  39,899

Less—Current obligations

  11,313
   

Long-term capital lease obligations

  28,586
   

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Minimum lease payments have not been reduced by minimum sublease income of 16,93814,583 million yen due in the future under noncancelable subleases.

Rental expenses

Minimum rentals under operating leases for the years ended March 31, 2000, 2001, 2002 and 20022003 were 91,340 million yen, 93,727 million yen, and 104,497 million yen and 94,364 million yen, respectively. Sublease rentals under operating leases for the years ended March 31, 2001, 2002 and 2003 were 5,078 million yen, 7,006 million yen and 6,240 million yen, respectively. The total minimum rentals to be received in the future under noncancelable subleases as of March 31, 2003 are 36,692 million yen. The minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year at March 31, 20022003 are as follows:

   
Yen in millions

Year ending March 31:   
2003  55,115
2004  44,592
2005  35,553
2006  26,865
2007  23,487
Later years  130,718
   
Total minimum future rentals  316,330
   

   Yen in millions

Year ending March 31:

   

2004

  51,786

2005

  42,074

2006

  35,879

2007

  26,187

2008

  21,118

Later years

  112,467
   

Total minimum future rentals

  289,511
   

10.    9.Goodwill and intangible assets

As discussed in Note 2, Sony elected early adoption of FAS No. 142.142, retroactive to April 1, 2001. Upon the adoption of this new Statement,statement, Sony reassessed the useful lives of its intangible assets and determined that certain intangible assets including trademarks have indefinite lives and, as a result, will no longer be amortized. At April 1, 2001, intangible assets having an indefinite life totaled 76,029 million yen. Sony completedperformed the transitional impairment test for these intangible assets and determined that the fair value of these assets iswas in excess of the current carrying amount. Accordingly, no impairment loss was recorded for intangible assets upon the adoption of FAS No. 142.

Intangible assets acquired during the year ended March 31, 20022003 totaled 23,04854,404 million yen, which are subject to amortization and primarily consistsconsist of intellectual propertymusic catalogs of 24,058 million yen, acquired patent rights of 7,65713,114 million yen and software to be sold, leased or otherwise marketed of 6,465 million yen in the electronics business and music catalogs of 1,4026,412 million yen. The weighted average amortization period for intellectual propertymusic catalogs, acquired patent rights and software in the electronics business are 7to be sold, leased or otherwise marketed is 37 years, 8 years and 3 years, respectively, and music catalogs are amortized over 20 years.

respectively.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Intangible assets subject to amortization comprise the following:
   
Yen in millions

 
   
March 31

 
   
2001

   
2002

 
   
Gross carrying amount

  
Accumulated amortization

   
Gross carrying amount

  
Accumulated Amortization

 
Artist contracts  91,607  (63,350)  97,390  (72,890)
Music catalog  95,742  (38,438)  103,732  (46,137)
Intellectual property rights and other  90,330  (32,050)  109,060  (45,147)
   
  

  
  

Total  277,679  (133,838)  310,182  (164,174)
   
  

  
  

   Yen in millions

 
   March 31

 
   2002

  2003

 
   Gross
carrying
amount


  Accumulated
amortization


  Gross
carrying
amount


  Accumulated
amortization


 

Artist contracts

  97,390  (72,890) 89,078  (69,281)

Music catalog

  103,732  (46,137) 120,242  (48,447)

Acquired patent rights

  36,962  (13,678) 46,758  (18,024)

Software to be sold, leased or otherwise marketed

  11,608  (3,149) 17,848  (7,267)

PlayStation format

  11,873  (5,344) 11,873  (7,719)

Other

  27,137  (14,047) 45,257  (20,499)
   
  

 
  

Total

  288,702  (155,245) 331,056  (171,237)
   
  

 
  

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The aggregate amortization expense for intangible assets for the yearyears ended March 31, 2002 and 2003 was 25,554 million yen.yen and 27,871 million yen, respectively. The estimated aggregate amortization expense for intangible assets for the next five years is as follows:

     
Yen in millions

Year ending March 31:     
2003    22,553
2004    20,769
2005    15,822
2006    12,754
2007    11,407

   Yen in millions

Year ending March 31,

   

2004

  26,799

2005

  22,342

2006

  14,683

2007

  13,620

2008

  12,635

Total carrying amount of intangible assets having an indefinite life comprise the following:

   
Yen in millions

   
March 31

   
2001

  
2002

Trademarks  57,195  57,195
Other  18,834  18,834
   
  
   76,029  76,029
   
  
Prior to the adoption of FAS No. 142, accumulated amortization for those intangible assets having an indefinite life at March 31, 2001 amounted to 5,068 million yen.

   Yen in millions

   March 31

   2002

  2003

Trademarks

  57,195  57,410

Distribution agreement

  18,834  18,834
   
  
   76,029  76,244
   
  

In addition to the amortizable and indefinite-lived intangible assets shown in the above tables, intangible assets at March 31, 20012002 and 20022003 also include unrecognized prior service costs totaling 1,41923,602 million yen and 23,60222,561 million yen, respectively, which were recorded under FAS No. 87, “Employer’s Accounting for Pensions” as discussed in Note 15.

14.

Sony has also completedperformed the transitional impairment test for existing goodwill as required by FAS No. 142. Sony has determined that the fair value of each reporting unit which includes goodwill iswas in excess of its carrying amount. Accordingly, no impairment loss was recorded for goodwill upon the adoption of FAS No. 142.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The changes in the carrying amount of goodwill by operating segment for the years ended March 31, 20012002 and 20022003 are as follows:
   
Yen in millions

 
   
Electronics

   
Game

   
Music

   
Pictures

   
Other

   
Total

 
Balance at March 31, 2000  57,923   114,361   48,722   72,771   —     293,777 
Goodwill acquired during year  77   6,224   262   2,008   203   8,774 
Amortization of goodwill  (2,868)  (6,286)  (2,258)  (3,040)  (203)  (14,655)
Other *  (237)  710   5,291   11,499   —     17,263 
   

  

  

  

  

  

Balance at March 31, 2001  54,895   115,009   52,017   83,238   —     305,159 
Goodwill acquired during year  3,674   —     3,184   —     1,439   8,297 
Other *  (1,716)  (3,904)  3,399   6,154   (149)  3,784 
   

  

  

  

  

  

Balance at March 31, 2002  56,853   111,105   58,600   89,392   1,290   317,240 
   

  

  

  

  

  

   Yen in millions

 
   Electronics

  Game

  Music

  Pictures

  Other

  Total

 

Balance at March 31, 2001

  54,895  115,009  52,017  83,238  —    305,159 

Goodwill acquired during year

  3,674  —    3,184  —    1,439  8,297 

Other *

  (1,716) (3,904) 3,399  6,154  (149) 3,784 
   

 

 

 

 

 

Balance at March 31, 2002

  56,853  111,105  58,600  89,392  1,290  317,240 

Goodwill acquired during year

  5,380  108  1,837  —    140  7,465 

Reduction under FAS No. 109

  (9,054) —    (17,768) (6,703) —    (33,525)

Other *

  —    (607) 3,352  (3,992) 194  (1,053)
   

 

 

 

 

 

Balance at March 31, 2003

  53,179  110,606  46,021  78,697  1,624  290,127 
   

 

 

 

 

 


* Other primarily consists of translation adjustments and reclassification toto/from other accounts.
Prior

During the year ended March 31, 2003, Sony realized tax benefits from operating loss carryforwards that were acquired in connection with Sony’s acquisition of companies within the Electronics, Music and Pictures

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

businesses. Under FAS No. 109, “Accounting for Income Taxes”, the reversal of the valuation allowance upon the realization of tax benefits from the operating loss carryforwards was applied to reduce a portion of the goodwill relating to the adoptionacquisition of FAS No. 142, accumulated amortization for goodwill at March 31, 2001 amounted to 124,604 million yen.

these companies.

Amounts previously reported for income before cumulative effect of accounting changes and net income and basic and diluted earnings per share (EPS) for the yearsyear ended March 31, 2000 and 2001 are reconciled to amounts adjusted to exclude the amortization expense related to goodwill and indefinite-lived intangible assets as follows:

   
Yen in millions

   
Year ended March 31

   
2000

  
2001

Reported income before cumulative effect of accounting changes  121,835  121,227
Add back:      
Goodwill amortization  7,185  14,968
Intangible assets amortization  587  2,348
   
  
Adjusted income before cumulative effect of accounting changes  129,607  138,543
   
  
Reported net income  121,835  16,754
Add back:      
Goodwill amortization  7,185  14,968
Intangible assets amortization  587  2,348
   
  
Adjusted net income  129,607  34,070
   
  

Yen in millions

Year ended
March 31, 2001


Reported income before cumulative effect of accounting changes

121,227

Add back:

Goodwill amortization

14,968

Intangible assets amortization

2,348

Adjusted income before cumulative effect of accounting changes

138,543

Reported net income

16,754

Add back:

Goodwill amortization

14,968

Intangible assets amortization

2,348

Adjusted net income

34,070

Yen

Year ended
March 31, 2001


Per share data:

Income before cumulative effect of accounting changes—

Reported basic EPS

132.64

Add back:

Goodwill amortization

16.38

Intangible assets amortization

2.57

Adjusted basic EPS

151.59

Reported diluted EPS

124.36

Add back:

Goodwill amortization

15.05

Intangible assets amortization

2.36

Adjusted diluted EPS

141.77

Net income—

Reported basic EPS

18.33

Add back:

Goodwill amortization

16.38

Intangible assets amortization

2.57

Adjusted basic EPS

37.28

Reported diluted EPS

19.28

Add back:

Goodwill amortization

15.05

Intangible assets amortization

2.36

Adjusted diluted EPS

36.69

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

   
Yen

   
Year ended March 31

   
2000

  
2001

Per share data:      
Income before cumulative effect of accounting changes—        
Reported basic EPS  144.58  132.64
Add back:      
Goodwill amortization  8.53  16.38
Intangible assets amortization  0.70  2.57
   
  
Adjusted basic EPS  153.81  151.59
   
  
Reported diluted EPS  131.70  124.36
Add back:      
Goodwill amortization  7.61  15.05
Intangible assets amortization  0.62  2.36
   
  
Adjusted diluted EPS  139.93  141.77
   
  
Net income—        
Reported basic EPS  144.58  18.33
Add back:      
Goodwill amortization  8.53  16.38
Intangible assets amortization  0.70  2.57
   
  
Adjusted basic EPS  153.81  37.28
   
  
Reported diluted EPS  131.70  19.28
Add back:      
Goodwill amortization  7.61  15.05
Intangible assets amortization  0.62  2.36
   
  
Adjusted diluted EPS  139.93  36.69
   
  

11.10.    Insurance-related accounts

Sony’s life and non-life insurance subsidiaries in Japan maintain their accounting records as described in Note 2 in accordance with the accounting principles and practices generally accepted in Japan, which vary in some respects from U.S. GAAP.

Those differences are mainly that insurance acquisition costs are charged to income when incurred in Japan whereas in the United States of America those costs are deferred and amortized generally over the premium-paying period of the insurance policies, and that future policy benefits calculated locally under the authorization of the supervisory administrative agencies are comprehensively adjusted to a net level premium method with certain adjustments of actuarial assumptions for U.S. GAAP purposes. For purposes of preparing the consolidated financial statements, appropriate adjustments have been made to reflect such items in accordance with U.S. GAAP.

The amounts of statutory net equity of the subsidiaries as of March 31, 20012002 and 20022003 were 101,106101,989 million yen and 101,989100,441 million yen, respectively.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(1)    Insurance policies:

Life insurance policies that the life insurance subsidiary writes, 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 years ended March 31, 2001, 2002 and 2003 were 393,432 million yen, 430,019 million yen and 450,363 million yen, respectively. Property and casualty insurance policies that the non-life insurance subsidiary writes are primarily automotive insurance contracts which are categorized as short-duration contracts. The non-life insurance revenues for the years ended March 31, 2001, 2002 and 2003 were 4,545 million yen, 13,164 million yen and 21,269 million yen, respectively.

(2)    Deferred insurance acquisition costs:

Insurance acquisition costs, such as commission expenses, medical examination and inspection report fees, advertising costs, etc., that vary with and are primarily related to acquiring new insurance policies are deferred as long as they are recoverable. The deferred insurance acquisition costs are amortized mainly over the premium-paying period of the related insurance policies using assumptions consistent with those used in computing policy reserves. Amortization charged to income for the years ended March 31, 2000, 2001, 2002 and 20022003 amounted to 22,708 million yen, 38,886 million yen, and 31,000 million yen and 44,578 million yen, respectively.

(2)(3)    Future insurance policy benefits:

Liabilities for future policy benefits are established in amounts adequate to meet the estimated future obligations of policies in force. These liabilities are computed by the net level premium method based upon estimates as to future investment yield, mortality and withdrawals. Future policy benefits are computed using interest rates ranging from approximately 1.5%1.00% to 6.25%5.50%. Mortality, morbidity and withdrawal assumptions for all policies are based on either the life insurance subsidiary’s own experience or various actuarial tables. At March 31, 20012002 and 2002,2003, future insurance policy benefits amounted to 1,217,9721,513,917 million yen and 1,513,9171,734,673 million yen, respectively.

(3)(4)    Separate account assets:

Separate account assets are funds on which investment income and gains or losses accrue directly to certain policyholders. Separate account assets are legally segregated. They are not subject to the claims that may arise out of any other business of a life insurance subsidiary. Separate account assets, which consist primarily of debt

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and equity securities, are carried at fair value and included in securities investments and other.other (Note 7). The related liabilities are recognized as separate account liabilities and included in future insurance policy benefits and other. Fees earned for administrative and contract-holder services performed for the separate accounts are recognized as financial service revenue.

12.11.    Short-term borrowings and long-term debt

Short-term borrowings comprise the following:

   
Yen in millions

   
March 31

   
2001

  
2002

Loans, principally from banks:      
with weighted-average interest rate of 4.93%  68,240   
with weighted-average interest rate of 4.00%     61,693
Commercial paper:      
with weighted-average interest rate of 4.86%  117,295   
with weighted-average interest rate of 0.39%     51,584
   
  
   185,535  113,277
   
  

   Yen in millions

   March 31

   2002

  2003

Unsecured commercial paper:

      

with weighted-average interest rate of 0.39%

  51,584   

with weighted-average interest rate of 0.13%

     52,820

Unsecured loans, principally from banks:

      

with weighted-average interest rate of 4.78%

  51,516   

with weighted-average interest rate of 3.55%

     36,840

Secured call money:

      

with weighted-average interest rate of 0.01%

  —    34,700

Secured bills sold and other:

      

with weighted-average interest rate of 0.002%

  10,177  —  
   
  
   113,277  124,360
   
  

At March 31, 2003, securities investments with a book value of 34,700 million yen were pledged as collateral for call money issued by a Japanese bank subsidiary.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Long-term debt comprises the following:

   
Yen in millions

   
March 31

   
2001

  
2002

Unsecured loans, representing obligations principally to banks:      
Due 2001 to 2018 with interest ranging from 0.8% to 6.69% per annum  59,908   
Due 2002 to 2018 with interest ranging from 1.46% to 5.67% per annum     45,055
Secured loans, representing obligations principally to banks:      
Due 2001 to 2009 with interest ranging from 6.75% to 7.25% per annum  2,277   
Due 2002 to 2009 with interest ranging from 6.75% to 7.25% per annum     2,593
Medium-term notes of consolidated subsidiaries:      
Due 2001 to 2006 with interest ranging from 4.82% to 7.55% per annum  79,296   
Due 2002 to 2006 with interest ranging from 1.88% to 4.95% per annum     89,981
Unsecured 1.5% convertible bonds, due 2002, convertible currently at 2,194.0 yen for one common share, redeemable before due date  316  218
Unsecured 1.4% convertible bonds, due 2003, convertible currently at 2,707.8 yen for one common share, redeemable before due date  8,310  8,159
Unsecured 1.4% convertible bonds, due 2005, convertible currently at 3,995.5 yen for one common share, redeemable before due date  287,883  287,809
Unsecured 0.1% bonds, due 2001 with detachable warrants  3,500  —  
Unsecured 0.03% bonds, due 2004 with detachable warrants, net of unamortized discount  3,795  3,857
Unsecured 0.1% bonds, due 2005 with detachable warrants, net of unamortized discount  3,753  3,810
Unsecured 1.55% bonds, due 2006 with detachable warrants  12,000  12,000
Unsecured 0.9% bonds, due 2007 with detachable warrants  —    7,300
Unsecured 0.9% bonds, due 2007 with detachable warrants of subsidiary tracking stock  —    150
Unsecured 4.4% bonds, due 2001  80,000  —  
Unsecured 1.42% bonds, due 2005, net of unamortized discount  99,982  99,986
Unsecured 0.64% bonds, due 2006, net of unamortized discount  —    99,991
Unsecured 2.04% bonds, due 2010, net of unamortized discount  49,972  49,975
Unsecured 1.52% bonds, due 2011, net of unamortized discount  —    49,995
Unsecured 6.125% U.S. dollar notes, due 2003, net of unamortized discount  193,268  199,800
Unsecured 1.35% bonds of a consolidated subsidiary, due 2001  15,000  —  
Unsecured 2.5% bonds of a consolidated subsidiary, due 2003  15,000  15,035
Unsecured 2.0% bonds of a consolidated subsidiary, due 2005  15,000  15,000
Unsecured 1.99% bonds of a consolidated subsidiary, due 2007  15,000  15,000
Unsecured 2.35% bonds of a consolidated subsidiary, due 2010  5,000  4,900
Unsecured fixed coupon U.S. dollar notes linked to the Yen/U.S. dollar rate of a consolidated subsidiary, due 2001  805  —  
Long-term capital lease obligations:      
Due 2001 to 2014 with interest ranging from 1.90% to 9.30% per annum  44,394   
Due 2002 to 2014 with interest ranging from 2.15% to 10.00% per annum     47,250
Guarantee deposits received  20,066  21,539
   
  
   1,014,525  1,079,403
Less—Portion due within one year  170,838  240,786
   
  
   843,687  838,617
   
  

   Yen in millions

   March 31

   2002

  2003

Unsecured loans, representing obligations principally to banks:

      

Due 2002 to 2018 with interest ranging from 1.46% to 5.67% per annum

  45,055   

Due 2003 to 2018 with interest ranging from 1.26% to 5.66% per annum

     43,260

Secured loans, representing obligations principally to banks:

      

Due 2002 to 2009 with interest ranging from 6.75% to 7.25% per annum

  2,593  —  

Medium-term notes of consolidated subsidiaries:

      

Due 2002 to 2006 with interest ranging from 1.88% to 4.95% per annum

  89,981   

Due 2003 to 2006 with interest ranging from 1.28% to 4.95% per annum

     78,099

Unsecured 1.5% convertible bonds, due 2002

  218  —  

Unsecured 1.4% convertible bonds, due 2003, convertible currently at 2,707.8 yen for one common share, redeemable before due date

  8,159  8,058

Unsecured 1.4% convertible bonds, due 2005, convertible currently at 3,995.5 yen for one common share, redeemable before due date

  287,809  287,762

Unsecured 0.03% bonds, due 2004 with detachable warrants, net of unamortized discount

  3,857  3,919

Unsecured 0.1% bonds, due 2005 with detachable warrants, net of unamortized discount

  3,810  3,867

Unsecured 1.55% bonds, due 2006 with detachable warrants

  12,000  12,000

Unsecured 0.9% bonds, due 2007 with detachable warrants

  7,300  7,300

Unsecured 0.9% bonds, due 2007 with detachable warrants of subsidiary tracking stock

  150  150

Unsecured 1.42% bonds, due 2005, net of unamortized discount

  99,986  99,990

Unsecured 0.64% bonds, due 2006, net of unamortized discount

  99,991  99,992

Unsecured 2.04% bonds, due 2010, net of unamortized discount

  49,975  49,978

Unsecured 1.52% bonds, due 2011, net of unamortized discount

  49,995  49,996

Unsecured 6.125% U.S. dollar notes, due 2003, net of
unamortized discount

  199,800  —  

Unsecured 2.5% bonds of a consolidated subsidiary, due 2003

  15,035  —  

Unsecured 2.0% bonds, due 2005

  15,000  15,000

Unsecured 1.99% bonds, due 2007

  15,000  15,000

Unsecured 2.35% bonds, due 2010

  4,900  4,900

Capital lease obligations:

      

Due 2002 to 2014 with interest ranging from 2.15% to 10.00% per annum

  47,250   

Due 2003 to 2014 with interest ranging from 2.15% to 17.29% per annum

     39,899

Guarantee deposits received

  21,539  22,654
   
  
   1,079,403  841,824

Less—Portion due within one year

  240,786  34,385
   
  
   838,617  807,439
   
  

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

There are no significant adverse debt covenants or cross-default provisions relating to Sony’s borrowings.

In accordance with the requirements of FAS No. 133, the hedged portion of Sony’s fixed-rate debt obligations that is hedged is reflected in the consolidated balance sheet as an amount equal to the sum of the debt’s carrying value plus a FAS No. 133at fair value, which reflects any adjustment representing changes recorded in the fair value of the hedged debt obligations attributable to movements in related market interest and currencyforeign exchange rates.

A summary of the exercise rights of the detachable warrants as of March 31, 20022003 is as follows:

Issued on


  

Exercisable during


  
Exercise
price


  

Number of shares
per warrant


  

Status of exercise


    
Yen


    

August 17, 1998

  

September 1, 1999
through August
16, 2004

  6,264  

319 shares of
common stock
of Sony
Corporation

  
230 warrants exercised;

1,770 warrants outstanding

August 23, 1999

  

September 1, 2000
through August
22, 2005

  7,167  

279 shares of
common stock
of Sony
Corporation

  2,000 warrants outstanding

October 19, 2000

  

November 1, 2001
through October
18, 2006

  12,457  

100 shares of
common stock
of Sony
Corporation

  9,600 warrants outstanding

December 21, 2001

  

January 6, 2003
through December
20, 2007

  6,039  

100 shares of
common stock
of Sony
Corporation

  11,534 warrants outstanding

December 21, 2001

  

June 20, 2002
through June 20,
2007

  3,300  

75 shares of
subsidiary
tracking stock

  600 warrants outstanding

Aggregate amounts of annual maturities of long-term debt during the next five years are as follows:

   
Yen in millions

Year ending March 31:   
2003  240,786
2004  34,246
2005  309,129
2006  150,541
2007  185,058

   Yen in millions

Year ending March 31

   

2004

  34,385

2005

  313,905

2006

  158,304

2007

  173,866

2008

  25,157

At March 31, 2002,2003, Sony had unused committed lines of credit amounting to 974,900930,629 million yen and can generally borrow up to generally 90 days from the banks with whom Sony has committed line contracts. Furthermore, Sony has Commercial Paper Programs, the size of which was 2,249,0002,060,000 million yen. At March 31, 2002,2003, the total outstanding balance of commercial paper was 51,58452,820 million yen. Under those programs, Sony can issue commercial paper for the period generally not in excess of generally 270 days up to the size of the programs. In addition, Sony has Medium Term Notes programs, the size of which was 1,330,0001,200,000 million yen. At March 31, 2002,2003, the total outstanding balance of Medium Term Notes was 89,98178,099 million yen.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The basic agreements with certain banks in Japan include provisions that collateral (including sums on deposit with such banks) or guarantors will be furnished upon the banks’ request and that any collateral furnished, pursuant to such agreements or otherwise, will be applicable to all present or future indebtedness to such banks.

13.12.    Deposits from customers in the banking business

All deposits from customers in the banking business are interest bearing deposits, and are owned by a Japanese bank subsidiary which was established as an Online Internet bank for individuals. At March 31, 2002 and 2003, the balance of time deposits issued in amounts of 10 million yen or more was 24,045 million yen.

yen and 39,620 million yen, respectively.

At March 31, 2002,2003, aggregate amounts of annual maturities of time deposits with a remaining term of more than one year include 3,5419,802 million yen and 7,20021,010 million yen for the years ending March 31, 20042005 and 2005,2006, respectively. There are no deposits having a maturity date after March 31, 2005.

2006.

14.    13.Financial instruments

(1)    Derivative instruments and hedging activities:

Sony has certain financial instruments including financial assets and liabilities incurred in the normal course of business. Such financial instruments are exposed to market risk arising from the changes of foreign currency exchange rates and interest rates. In applying a consistent risk management strategy for the purpose of reducing such risk, Sony uses derivative financial instruments, which include foreign exchange forward contracts, foreign currency option contracts, and interest rate and currency swap agreements. Sony does not use derivative financial instruments for trading or speculative purposes. Foreign exchange forward contracts and foreign currency option contracts are utilized primarily to limit the exposure affected by changes in foreign currency exchange rates on cash flows generated by anticipated intercompany transactions and intercompany accounts receivable and payable denominated in foreign currencies. Interest rate and currency swap agreements are utilized primarily to lower funding costs, to diversify sources of funding and to limit Sony’s exposure associated with underlying debt instruments resulting from adverse fluctuations in interest rates and/or foreign currency exchange rates.

These instruments are executed with creditworthy financial institutions, and virtually all foreign currency contracts are denominated in U.S. dollars, euros and other currencies of major countries. Although Sony may be exposed to losses in the event of nonperformance by counterparties or unfavorable interest and currency rate movements, it does not anticipate significant losses due to the nature of itsSony’s counterparties or the hedging arrangements.

Derivative financial instruments held by Sony are classified and accounted for as described below pursuant to FAS No. 133.

Fair value hedges

The derivatives designated as fair value hedges include interest rate and currency swap agreements.

Both the derivatives designated as fair value hedge and hedged items are reflected at fair value in the consolidated balance sheet. Changes in the fair value of the derivatives designated as fair value hedge as well as offsetting changes in the carrying value of the underlying hedged items are recognized in income currently.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The amount of ineffectiveness of these fair value hedges, that was reflected in earnings, was not material for the years ended March 31, 2002 and 2003. In addition, there were no amounts excluded from the assessment of hedge effectiveness of fair value hedges.

Cash flow hedges

The derivatives designated as cash flow hedges include foreign exchange forward contracts, foreign currency option contracts and interest rate and currency swap agreements.

Changes in the fair value of derivatives designated as cash flow hedges are initially recorded in other comprehensive income and reclassified into earnings when the hedged transaction affects earnings.

For the years ended March 31, 2002 and 2003, these cash flow hedges were fully effective. In addition, there were no amounts excluded from the assessment of hedge effectiveness of cash flow hedges. At March 31, 2003, amounts related to derivatives qualifying as cash flow hedges amounted to a reduction of equity of 4,793 million yen, of which 2,213 million yen is expected to be reclassified into earnings within the next twelve months. For the year ended March 31, 2003, there were no forecasted transactions that failed to occur which resulted in the discontinuance of cash flow hedges.

Derivatives not designated as hedges

The derivatives not designated as hedges under FAS No. 133 include foreign exchange forward contracts, foreign currency option contracts, interest rate and currency swap agreements, convertible rights included in convertible bonds and other.

Changes in the fair value of derivatives not designated as hedges are recognized in income currently.

A description of the purpose and classification of the derivative financial instruments held by Sony follows:

Foreign exchange forward contracts and foreign currency option contracts

Sony enters into foreign exchange forward contracts and purchased and written foreign currency option contracts primarily to fix the cash flows from intercompany accounts receivable and payable and forecasted transactions denominated in functional currencies (Japanese yen, U.S. dollars and euros) of Sony’s major operating units. The majority of written foreign currency option contracts are a part of range forward contract arrangements and expire in the same month with the corresponding purchased foreign currency option contracts.

Since July 1, 2002, certain foreign currency option contracts have been designated as hedges of forecasted intercompany transactions in line with changes of hedging scheme regarding Sony’s derivative activities, under which such derivative transactions meet the requirements for hedge accounting, including correlation, as stipulated under FAS No. 133 and 138.

Sony also enters into foreign exchange forward contracts, which effectively fix the cash flows from foreign currency denominated debt. Accordingly, these derivatives have been designated as cash flow hedges in accordance with FAS No. 133.

Foreign exchange forward contracts and foreign currency option contracts that do not qualify as hedges are marked-to-market with changes in value recognized in other income and expense.

These derivatives generally mature or expire within five months after the balance sheet date.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Interest rate and currency swap agreements

Sony enters into interest rate and currency swap agreements, which are used for reducing the risk arising from the changes in the fair value of fixed rate debt and available-for-sale debt securities.

For example, Sony enters into interest rate and currency swap agreements, which effectively swap foreign currency denominated fixed rate debt for functional currency denominated variable rate debt. These derivatives are considered to be a hedge against changes in the fair value of Sony’s foreign denominated fixed-rate obligations. Accordingly, these derivatives have been designated as fair value hedges in accordance with FAS No. 133. Amounts to be paid or received under these agreements are recognized in interest expense consistent with the terms of the agreements.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Both the derivatives designated as fair value hedge and hedged items are reflected at fair value in the consolidated balance sheet. Changes in the fair value of the derivatives designated as fair value hedge as well as offsetting changes in the carrying value of the underlying hedged items are recognized in income currently.
The amount of ineffectiveness of these fair value hedges, that was reflected in earnings, was not material for the year ended March 31, 2002. In addition, there were no amounts excluded from the assessment of hedge effectiveness of fair value hedges.
Cash flow hedges
The derivatives designated as cash flow hedges includeSony also enters into interest rate and currency swap agreements and foreign exchange forward contracts, whichthat are used for reducing the risk arising from the changes in anticipated cash flow of variable rate debt and foreign currency denominated debt.
For example, Sony enters into interest rate and currency swap agreements, which effectively swap foreign currency denominated variable rate debt for functional currency denominated fixed rate debt. These derivatives are considered to be a hedge against changes in the anticipated cash flow of Sony’s foreign denominated variable rate obligations. Accordingly, these derivatives have been designated as cash flow hedges in accordance with FAS No. 133.
Changes in the fair value of derivatives designated as cash flow hedges are initially recorded in

Any other comprehensive incomeinterest rate and reclassified into earnings when the hedged transaction affects earnings.

For the year ended March 31, 2002, these cash flow hedges were fully effective. In addition, there were no amounts excluded from the assessment of hedge effectiveness of cash flow hedges. As of March 31, 2002, 812 million yen of deferred gains for derivatives designated as cash flow hedges are expected to be reclassified into earnings within the next twelve months. There were no forecasted transactionscurrency swap agreements that failed to occur for the year ended March 31, 2002.
Derivativesdo not designated as hedges
The derivatives not designatedqualify as hedges, under FAS No. 133 include foreign exchange forward contractswhich are used for reducing the risk arising from changes of variable rate and purchased and written foreign currency option contracts. These contracts are used primarily to fix the cash flow value resulting fromdominated intercompany accounts receivable and payable and future transactions denominated in foreign currencies in relation to the core currencies (Japanese yen, U.S. dollars and euros) of Sony’s major operating units. However, these derivatives do not meet the criteria for hedge accounting under FAS No. 133. Accordingly, such contractsdebt, are marked-to-market with changes in value including premiums paid or received, recognized in other income orand expense.

Embedded derivatives

The majority of written foreign currency optionembedded derivatives that must be separated from the host contracts and accounted for as derivative instruments under FAS No. 133 are a part of range forward contract arrangements and expirerecognized in income currently. For example, the same month with the corresponding purchased foreign currency option contracts. In addition to the range forward contracts, Sony enters into written foreign currency option contracts in order to minimize its hedging costs. All of these derivatives mature or expire within five months after the balance sheet date.

The convertible rights included in convertible bonds held by Sony’s life insurance subsidiary, which are classified as available-for-sale debt securities, are considered as embedded derivatives under FAS No. 133 and are marked-to-market with changes in value recognized in financial service revenue.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(2)    Fair value of financial instruments:

The estimated fair values of Sony’s financial instruments are summarized as follows. The following summary excludes cash and cash equivalents, time deposits, notes and accounts receivable, trade, short-term borrowings, notes and accounts payable, trade and deposits from customers in the banking business that are carried at amounts which approximate fair value. The summary also excludes debt and equity securities which are disclosed in Note 8.

   
Yen in millions

 
   
March 31

 
   
2001

   
2002

 
   
Notional
amount

  
Carrying
amount

   
Estimated
fair value

   
Notional
amount

  
Carrying
amount

   
Estimated
fair value

 
Long-term debt including the current portion  —    (1,014,525)  (1,395,706)  —    (1,079,403)  (1,323,772)
Forward exchange contracts  1,189,710  (7,864)  (17,226)  1,042,836  (37,243)  (37,243)
Currency option contracts purchased  479,132  5,964   5,964   357,052  1,267   1,267 
Currency option contracts written  724,091  (6,897)  (6,897)  423,826  (2,933)  (2,933)
Interest rate swap agreements  215,971  (2,469)  (3,797)  256,501  (6,699)  (6,699)
Interest rate and currency swap agreements  278,573  —     (9,032)  228,433  5,550   5,550 
Embedded derivatives  —    —     —     342,846  3,740   3,740 
7.

   Yen in millions

 
   March 31

 
   2002

  2003

 
   Notional
amount


  Carrying
amount


  Estimated
fair value


  Notional
amount


  Carrying
amount


  

Estimated

fair value


 

Long-term debt including the current portion

  —    (1,079,403) (1,323,772) —    (841,824) (924,665)

Foreign exchange forward contracts

  1,042,836  (37,243) (37,243) 1,139,330  (11,753) (11,753)

Currency option contracts purchased

  357,052  1,267  1,267  484,456  2,868  2,868 

Currency option contracts written

  423,826  (2,933) (2,933) 238,760  (1,975) (1,975)

Interest rate swap agreements

  256,501  (6,699) (6,699) 181,443  (8,446) (8,446)

Interest rate and currency swap agreements

  228,433  5,550  5,550  24,588  (1,330) (1,330)

Embedded derivatives

  342,846  3,740  3,740  446,463  1,755  1,755 

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following are explanatory notes regarding the estimation method of fair valuevalues in the above table.

Long-term debt including the current portion

The fair values of long-term debt, including the current portion, were estimated based on either the market value or the discounted amounts of future cash flows using Sony’s current incremental debt rates for similar liabilities.

Derivative financial instruments

The fair values of foreign exchange forward contracts and foreign currency option contracts were estimated based on market quotations. The fair values of interest rate and currency swap agreements were estimated based on the discounted amounts of future net cash flows. The fair values of convertible rights, which were a majority of embedded derivatives, were estimated based on the market price of stock which will be acquired by the exercise.

15.14.    Pension and severance plans

Upon terminating employment, employees of Sony Corporation and its subsidiaries in Japan are entitled, under most circumstances, to lump-sum indemnities or pension payments as described below. For employees voluntarily retiring, under normal circumstances, minimum payment is an amount based on current rates of pay and lengths of service. In calculating the minimum payment for employees involuntarily retiring, including employees retiring due to meeting mandatory retirement age requirements, Sony may grant additional benefits. With respect to directors’ and statutory auditors’ resignations, lump-sum severance indemnities are calculated using a similar formula and are normally paid subject to the approval of Sony’s shareholders.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Sony Corporation and most of its subsidiaries in Japan have contributory funded defined benefit pension plans, which are pursuant to the Japanese Welfare Pension Insurance Law. The contributory pension plans cover a portion of the governmental welfare pension program, under which the contributions are made by the companies and their employees, and an additional portion representing the substituted noncontributory pension plans. Under the contributory pension plans, the defined benefits representing the noncontributory portion of the plans, in general, cover 60% of the indemnities under the existing regulations to employees. The remaining indemnities are covered by severance payments by the companies. The pension benefits are determined based on years of service and the compensation amounts, as stipulated in the aforementioned regulations, are payable at the option of the retiring employee in a lump-sum amount or on a monthly pension. Contributions to the plans are funded through several financial institutions in accordance with the applicable laws and regulations.

Many of foreign subsidiaries have defined benefit pension plans or severance indemnity plans which substantially cover all of their employees, under which the cost of benefits is currently funded or accrued. Benefits awarded under these plans are based primarily on the current rate of pay and length of service.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The components of net pension and severance costs, which exclude employee termination benefits paid in restructuring activities, for the years ended March 31, 2000, 2001, 2002 and 20022003 were as follows:

Japanese plans:

   
Yen in millions

 
   
Year ended March 31

 
   
2000

   
2001

   
2002

 
Service cost  46,306   46,400   48,609 
Interest cost  14,898   19,040   21,232 
Expected return on plan assets  (11,236)  (26,216)  (26,286)
Amortization of net transition asset  (375)  (375)  (375)
Recognized actuarial loss  5,733   7,447   12,639 
Amortization of prior service cost  1,335   783   611 
   

  

  

Net periodic benefit cost  56,661   47,079   56,430 
   

  

  

Foreign plans:
            
   
Yen in millions

 
   
Year ended March 31

 
   
2000

   
2001

   
2002

 
Service cost  15,298   14,899   15,161 
Interest cost  6,095   6,805   7,944 
Expected return on plan assets  (4,989)  (6,492)  (7,416)
Amortization of net transition asset  (108)  (36)  (87)
Recognized actuarial (gain) loss  (46)  555   (351)
Amortization of prior service cost  (142)  (341)  848 
   

  

  

Net periodic benefit cost  16,108   15,390   16,099 
   

  

  

   Yen in millions

 
   Year ended March 31

 
   2001

  2002

  2003

 

Service cost

  46,400  48,609  47,884 

Interest cost

  19,040  21,232  20,857 

Expected return on plan assets

  (26,216) (26,286) (25,726)

Amortization of net transition asset

  (375) (375) (375)

Recognized actuarial loss

  7,447  12,639  20,655 

Amortization of prior service cost

  783  611  (939)

Gains on curtailments and settlements

  —    —    (1,380)
   

 

 

Net periodic benefit cost

  47,079  56,430  60,976 
   

 

 

Foreign plans:

   Yen in millions

 
   Year ended March 31

 
   2001

  2002

  2003

 

Service cost

  14,899  15,161  13,954 

Interest cost

  6,805  7,944  8,478 

Expected return on plan assets

  (6,492) (7,416) (7,319)

Amortization of net transition asset

  (36) (87) (47)

Recognized actuarial (gain) loss

  555  (351) 1,452 

Amortization of prior service cost

  (341) 848  (208)

Gains on curtailments and settlements

  —    —    (460)
   

 

 

Net periodic benefit cost

  15,390  16,099  15,850 
   

 

 

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The changes in benefit obligation and plan assets, funded status and composition of amounts recognized in the consolidated balance sheets were as follows:

   
Japanese plans

   
Foreign plans

 
   
Yen in millions

 
   
March 31

 
   
2001

   
2002

   
2001

   
2002

 
Change in benefit obligation:                
Benefit obligation at beginning of year  729,803   801,322   103,992   128,162 
Service cost  46,400   48,609   14,899   15,161 
Interest cost  19,040   21,232   6,805   7,944 
Plan participants’ contributions  5,865   5,102   755   740 
Amendments  1,156   (26,085)  (1,708)  (852)
Actuarial (gain) loss  27,963   47,877   1,616   (3,404)
Foreign currency exchange rate changes  —     —     15,114   4,415 
Curtailments and settlements  —     (4,103)  —     —   
Benefits paid  (28,905)  (24,812)  (13,311)  (8,956)
   

  

  

  

Benefit obligation at end of year  801,322   869,142   128,162   143,210 
   

  

  

  

Change in plan assets:                
Fair value of plan assets at beginning of year  507,943   460,167   78,842   86,351 
Actual return on plan assets  (85,468)  (29,094)  (2,567)  (6,215)
Foreign currency exchange rate changes  —     —     8,363   5,774 
Employer contribution  44,923   31,936   7,853   4,694 
Plan participants’ contributions  5,865   5,102   755   740 
Benefits paid  (13,096)  (11,433)  (6,895)  (8,742)
   

  

  

  

Fair value of plan assets at end of year  460,167   456,678   86,351   82,602 
   

  

  

  

Funded status  341,155   412,464   41,811   60,608 
Unrecognized actuarial loss  (236,747)  (325,637)  (11,885)  (26,040)
Unrecognized net transition asset  1,604   1,229   143   (97)
Unrecognized prior service cost  (4,178)  22,518   2,163   1,668 
   

  

  

  

Net amount recognized  101,834   110,574   32,232   36,139 
   

  

  

  

Amounts recognized in the consolidated
    balance sheet consist of:
                
Accrued pension and severance costs,
    including current portion
  189,283   258,597   32,232   36,139 
Intangibles  (1,419)  (23,602)  —     —   
Accumulated other comprehensive income  (86,030)  (124,421)  —     —   
   

  

  

  

Net amount recognized  101,834   110,574   32,232   36,139 
   

  

  

  

   Japanese plans

  Foreign plans

 
   Yen in millions

 
   March 31

  March 31

 
   2002

  2003

  2002

  2003

 

Change in benefit obligation:

             

Benefit obligation at beginning of year

  801,322  869,142  128,162  143,210 

Service cost

  48,609  47,884  15,161  13,954 

Interest cost

  21,232  20,857  7,944  8,478 

Plan participants’ contributions

  5,102  5,148  740  706 

Amendments

  (26,085) —    (852) (23)

Actuarial (gain) loss

  47,877  114,665  (3,404) 9,019 

Foreign currency exchange rate changes

  —    —    4,415  (9,551)

Curtailments and settlements

  (4,103) (1,010) —    (1,092)

Benefits paid

  (24,812) (24,926) (8,956) (7,121)
   

 

 

 

Benefit obligation at end of year

  869,142  1,031,760  143,210  157,580 
   

 

 

 

Change in plan assets:

             

Fair value of plan assets at beginning of year

  460,167  456,678  86,351  82,602 

Actual return (loss) on plan assets

  (29,094) (66,682) (6,215) (10,466)

Foreign currency exchange rate changes

  —    —    5,774  (3,287)

Employer contribution

  31,936  21,296  4,694  5,235 

Plan participants’ contributions

  5,102  5,148  740  706 

Benefits paid

  (11,433) (11,192) (8,742) (6,853)
   

 

 

 

Fair value of plan assets at end of year

  456,678  405,248  82,602  67,937 
   

 

 

 

Funded status

  412,464  626,512  60,608  89,643 

Unrecognized actuarial loss

  (325,637) (513,012) (26,040) (38,702)

Unrecognized net transition asset

  1,229  854  (97) (180)

Unrecognized prior service cost

  22,518  21,579  1,668  1,283 
   

 

 

 

Net amount recognized

  110,574  135,933  36,139  52,044 
   

 

 

 

Amounts recognized in the consolidated balance sheet consist of:

             

Accrued pension and severance costs, including current portion

  258,597  444,636  36,139  72,048 

Intangibles

  (23,602) (22,433) —    (128)

Accumulated other comprehensive income

  (124,421) (286,270) —    (19,876)
   

 

 

 

Net amount recognized

  110,574  135,933  36,139  52,044 
   

 

 

 

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Assumptions

Weighted-average assumptions used as of March 31, 2000, 2001, 2002 and 20022003 were as follows:

Japanese plans:

   
March 31

 
   
2000

   
2001

   
2002

 
Discount rate  2.7%  2.7%  2.4%
Expected return on plan assets  4.0%  4.0%  4.0%
Rate of compensation increase  3.0%  3.0%  3.0%

   March 31

 
   2001

   2002

   2003

 

Discount rate

  2.7%  2.4%  1.9%

Expected return on plan assets

  4.0%  4.0%  4.0%

Rate of compensation increase

  3.0%  3.0%  3.0%

Foreign plans:

March 31

2000

2001

2002

Discount rate4.5-7.5%4.0-7.5%3.0-8.0%
Expected return on plan assets6.5-9.1%5.0-9.0%4.5-9.0%
Rate of compensation increase2.0-4.8%2.5-5.1%2.5-5.0%

   March 31

 
   2001

   2002

   2003

 

Discount rate

  6.8%  6.6%  6.3%

Expected return on plan assets

  7.7%  8.1%  8.3%

Rate of compensation increase

  4.6%  4.5%  4.1%

As required under FAS No. 87, “Employers’ Accounting for Pensions”, the assumptions are reviewed in accordance with changes in circumstances.

Under FAS No. 87, Sony has recorded a pension liability to cover the amount of the projected benefit obligation in excess of plan assets, considering unrealized items and the minimum pension liability. The minimum pension liability represents the excess of the accumulated benefit obligation over plan assets and accrued pension and severance costs already recognized before recording the minimum pension liability. A corresponding amount was recognized as an intangible asset to the extent of the unrecognized prior service cost, and the balance was recorded as a component of accumulated other comprehensive income, net of tax.

The accumulated benefit obligations and the fair value of plan assets for the pension plans which Sony has recognized the minimum pension liability on Sony Corporation and substantially all of the Japanese subsidiaries’ plans were 592,876 million yen, 425,554 million yen as of March 31, 2001, and 685,357 million yen, 445,499 million yen as of March 31, 2002, respectively.

As discussed in Note 8, in March 2001, Sony Corporation and consolidated subsidiaries contributed certain marketable equity securities to an employee retirement benefit trust, which is included in plan assets.
follows:

   Japanese plans

  Foreign plans

   Yen in millions

   March 31

  March 31

   2002

  2003

  2002

  2003

Accumulated benefit obligations

  685,357  843,463          —    102,313

Fair value of plan assets

  445,499  405,009  —    63,024

16.15.    Stockholders’ equity

(1)    Subsidiary tracking stock:

On June 20, 2001, Sony Corporation issued shares of subsidiary tracking stock in Japan, the economic value of which is intended to be linked to the economic value of Sony Communication Network Corporation (“SCN”), a directly and indirectly wholly owned subsidiary of Sony Corporation which is engaged in Internet-related services. The subsidiary tracking stock holders have no direct rights in the equity or assets of SCN or the assets of Sony Corporation. Except as summarized below, the shares of subsidiary tracking stock have the same rights and characteristics as those of shares of common stock.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The dividend on the shares of this series of subsidiary tracking stock is payable only when the Board of Directors of SCN has resolved to pay to its common stock holders a dividend in an amount per share of the

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

subsidiary tracking stock equal to the amount of SCN’s dividend per share of its common stock multiplied by the Standard Ratio (as defined in the articles of incorporation), subject to statutory restriction on Sony Corporation’s ability to pay dividends on its shares of capital stock and the maximum dividend amount (as defined in the articles of incorporation). If the amount of dividends paid to the subsidiary tracking stock holders is less than the amount, which should have been paid pursuant to the formula set forth above due to the statutory restriction referred to above or for any other reason, such shortfall will be accumulated and such cumulative amount will be paid to the subsidiary tracking stock holders for subsequent fiscal years. Any such dividend on the subsidiary tracking stock is payable in priority to the payment of dividends to the common stock holders. However, the subsidiary tracking stock holders have no right to participate in the dividends to common stock holders. Furthermore, even if the Board of Directors of SCN does not take a resolution for the payment of dividends to SCN’s common stock holders, Sony Corporation may decide to pay dividends to its common stock holders.

The subsidiary tracking stock holders have the same voting rights as those of the common stock holders and, thus, are entitled to participate and vote at any General Meeting of Shareholders in the same way as the common stock holders. In addition, as each series of subsidiary tracking stock is a separate class of stock different from common stock, if any resolution of the General Meeting of Shareholders would adversely affect the rights of the shareholders of a particular class of subsidiary tracking stock, the shareholders of each class of subsidiary tracking stock will have the right to approve or disapprove such resolution by a special resolution of the meeting of shareholders of that class of subsidiary tracking stock.

In the event of distribution of residual assets to the shareholders of Sony Corporation where, as long as such assets include shares of common stock of SCN, the number of shares of SCN common stock obtained by multiplying the number of shares of the subsidiary tracking stock held by each holder by the Standard Ratio or the net proceeds from the sale of the shares of SCN common stock so to be distributed will be distributed to the holders of the subsidiary tracking stock.

The shares of subsidiary tracking stock may be subject to repurchase and retirement in the same manner and under the same restriction as the shares of common stock. In addition, at any time after the passage of three years from the date of the initial issuance of shares of a series of subsidiary tracking stock, it may retire the entire amount of all outstanding shares of that series of subsidiary tracking stock upon paying to the shareholders thereof an amount equal to the current market price of the subsidiary tracking stock out of Sony Corporation’s retained earnings available for dividend payments. Sony Corporation may also retire the shares of a series of subsidiary tracking stock in their entirety pursuant to the procedures prescribed by the Japanese Commercial Code for the reduction of capital upon payment to the subsidiary tracking stock holders an amount equal to the market value thereof as set forth above.

At any time after the passage of three years from the date of the initial issuance of shares of a series of subsidiary tracking stock, it may convert the entire amount of all outstanding shares of the subsidiary tracking stock into the shares of Sony Corporation’s common stock at the rate of the multiple of 1.1 of the market value (as defined in the articles of incorporation) of shares of the subsidiary tracking stock divided by the market value (as similarly defined) of the shares of Sony Corporation’s common stock.

If any events (as defined in the articles of incorporation) occur, the entire amount of all outstanding shares of the subsidiary tracking stock will be either retired or converted into shares of Sony Corporation’s common stock at the price or rate set forth above.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The number of shares of the subsidiary tracking stock issued and outstanding at March 31, 20022003 was 3,072,000. At March 31, 2002, 45,0002003, 90,500 shares of the subsidiary tracking stock would be issued upon exercise of warrants and stock acquisition rights outstanding.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The statutory retained earnings of SCN available for the payments of dividends to its shareholders were 209 million yen as of March 31, 2002, which were decreased by 374 million yen during the fiscal year ended March 31, 2002.
(2)    Common stock:

Changes in the number of shares of common stock issued and outstanding during the years ended March 31, 2000, 2001, 2002 and 20022003 have resulted from the following:

   
Number of
shares


Balance at March 31, 1999410,439,111
Exercise of stock purchase warrants192,162
Conversion of convertible bonds10,028,119
Stock issued under exchange offerings32,979,771

Balance at March 31, 2000

  453,639,163

Stock split

  453,639,163

Exercise of stock purchase warrants

  111,209

Conversion of convertible bonds

  12,145,253

Stock issued under exchange offerings

  82,346
   

Balance at March 31, 2001

  919,617,134

Exercise of stock purchase warrants

  8,301

Conversion of convertible bonds

  118,920
   

Balance at March 31, 2002

  919,744,355

Conversion of convertible bonds

138,330

Stock issued under exchange offering

2,502,491

Balance at March 31, 2003

922,385,176
   

At March 31, 2002, 81,001,0872003, 84,652,963 shares of common stock would be issued upon conversion or exercise of all convertible bonds, warrants and warrantsstock acquisition rights outstanding.

On October 1, 2002, Sony Corporation implemented a share exchange as a result of which Aiwa Co., Ltd. become a wholly-owned subsidiary. As a result of this share exchange, Sony Corporation issued 2,502,491 new shares, the minority interest in Aiwa Co., Ltd. was eliminated from the balance sheet, and additional paid-in capital increased 15,791 million yen. On December 1, 2002, Sony Corporation absorbed Aiwa Co., Ltd. by merger. The merger had no effect on Sony’s consolidated financial statements.

On May 19, 2000, Sony Corporation completed a two-for-one stock split. The number of shares issued was 453,639,163 shares. There was no increase in the common stock account because the new shares were distributed from the portion of previously issued shares accounted for as excess of par value in the common stock account in accordance with the Japanese Commercial Code.

On November 20, 1991, Sony Corporation made a free share distribution of 33,908,621 shares in ratios of one share for each ten shares held for which no accounting entry was required in Japan. Had the distribution been accounted for in the manner adopted by companies in the United States of America, 201,078 million yen would have been transferred from retained earnings to the appropriate capital accounts. This has been the only free distribution of common stock where no accounting entry was required in Japan.

Conversions of convertible bonds into common stock are accounted for in accordance with the provisions of the Japanese Commercial Code by crediting approximately one-half of the conversion proceeds to the common stock account and the remainder to the additional paid-in capital account.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Ordinary General Meeting of Shareholders held on June 27, 1997 authorized Sony Corporation, pursuant to the Japanese regulations, to acquire and retire up to a total not exceeding 30 million outstanding shares of its common stock with its profit, whenever deemed necessary by the Board of Directors in view of general economic conditions, Sony’s business performance and financial condition and other factors.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Subsequently, the Ordinary General Meeting of Shareholders held on June 29, 2000 increased the maximum number of shares of its common stock up to 90 million shares on and after June 30, 2000 and the Extraordinary General Meeting of Shareholders held on January 25, 2001 authorized Sony Corporation to acquire and retire the subsidiary tracking stock as well as its common stock on and after January 26, 2001. At March 31, 2002, no common stock and subsidiary tracking stock had been acquired under this authorization.

The Ordinary General Meeting of Shareholders held on June 26, 1998 approved that (a) in addition to the shares discussed in the preceding paragraph, Sony Corporation may, by a resolution of the Board of Directors, acquire and retire up to a total not exceeding 30 million outstanding shares of its common stock with its additional paid-in capital at prices in total not exceeding 400 billion yen and (b) Sony Corporation may grant share subscription rights to directors and/or employees pursuant to the Japanese regulations. Subsequently, the Extraordinary General Meeting of Shareholders held on January 25, 2001 authorized Sony Corporation to acquire and retire the subsidiary tracking stock as well as its common stock on and after January 26, 2001. At March 31, 2002, no common stock and subsidiary tracking stock had been acquired nor had any share subscription rights been granted under this approval.

Prior to the recent amendments to the Japanese Commercial Code enacted on April 1, 2002, purchase and retirement by Sony Corporation of its own shares could be made at any time by resolution of the Board of Directors up to the number of shares and total purchase price as described above. However, followingNo common stock and subsidiary tracking stock had been acquired nor had any share subscription rights been granted under those approvals during the years ended March 31, 2001 and 2002.

Following such amendments to the Japanese Commercial Code, purchase by Sony Corporation of its own shares is subject to the prior approval of shareholders at the Ordinary General Meeting of Shareholders, which includes the maximum number of shares to be purchased and the maximum total purchase amount. Once such approval of shareholders is obtained, Sony Corporation may purchase its own shares at any time during the period up to the conclusion of next Ordinary General Meeting of Shareholders.

On April 25, 2002, the Board of Directors of Sony Corporation resolved the following proposals in accordance with the modified Japanese Commercial Code.

The proposals, which will be discussed by theOrdinary General Meeting of Shareholders to be held on June 20, 2002 resolveapproved that Sony Corporation may acquire up to a total not exceeding 90 million outstanding shares of its common stock at an amount in a total not exceeding 650 billion yen and a total not exceeding 300 thousand outstanding shares of the subsidiary tracking stock at an amount in total not exceeding 1 billion yen until the conclusion of the General Meeting of Shareholders for the year ended March 31, 2003. As a result, no common stock and subsidiary tracking stock had been acquired under this approval.

The Ordinary General Meeting of Shareholders held on June 20, 2003 approved that Sony Corporation acquire up to a total not exceeding 90 million outstanding shares of its common stock at an amount in a total not exceeding 400 billion yen and a total not exceeding 300 thousand outstanding shares of the subsidiary tracking stock at an amount in total not exceeding 1 billion yen until the conclusion of the General Meeting of Shareholders to be held for the year ending March 31, 2003.

Prior to the amendments to the Japanese Commercial Code, the articles of incorporation of Sony Corporation had defined the amount of each par-value share to be issued as fifty yen (50 yen). As a result of the amendments, the concept of par-value of shares has been automatically eliminated and certain sentences in the articles of incorporation has become ineffective, which will be modified upon the approval of the Ordinary General Meeting of Shareholders to be held on June 20, 2002.
2004.

(3)    Retained earnings:

The amount of statutory retained earnings of Sony Corporation available for the payments of dividends to shareholders as of March 31, 20022003 was 700,550650,705 million yen. The appropriation of retained earnings for the year ended March 31, 20022003 including cash dividends for the six-month period ended March 31, 20022003 has been incorporated in the accompanying consolidated financial statements. This appropriation of retained earnings will be proposed for approvalwas approved at the Ordinary General Meeting of Shareholders to be held on June 20, 2002 and will be then recorded in the statutory books of account, in accordance with the Japanese Commercial Code, upon shareholders’ approval.

2003.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Retained earnings include Sony’s equity in undistributed earnings of affiliated companies accounted for by the equity method in the amount of 9,6179,259 million yen and 9,2592,967 million yen at March 31, 20012002 and 2002,2003, respectively.

(4)    Other comprehensive incomeincome:

Other comprehensive income for the years ended March 31, 2000, 2001, 2002 and 20022003 were as follows:

   
Yen in millions

 
   
Pre-tax amount

   
Tax expense

   
Net-of-tax amount

 
For the year ended March 31, 2000:            
Unrealized gains on securities—              
Unrealized holding gains or losses arising during the period  79,822   (27,003)  52,819 
Less: Reclassification adjustment for gains or losses included in net income  (17,196)  2,809   (14,387)
Minimum pension liability adjustment  9,190   (3,869)  5,321 
Foreign currency translation adjustments  (202,596)  3,423   (199,173)
   

  

  

Other comprehensive income  (130,780)  (24,640)  (155,420)
   

  

  

For the year ended March 31, 2001:            
Unrealized gains on securities—              
Unrealized holding gains or losses arising during the period  (6,290)  (1,200)  (7,490)
Less: Reclassification adjustment for gains or losses included in net income  (16,095)  6,186   (9,909)
Minimum pension liability adjustment  (79,678)  33,544   (46,134)
Foreign currency translation adjustments  169,144   (8,862)  160,282 
   

  

  

Other comprehensive income  67,081   29,668   96,749 
   

  

  

For the year ended March 31, 2002:            
Unrealized gains on securities—              
Unrealized holding gains or losses arising during the period  (24,857)  4,614   (20,243)
Less: Reclassification adjustment for gains or losses included in net income  (2,594)  1,318   (1,276)
Unrealized losses on derivative instruments—            
Cumulative effect of an accounting change  2,040   (951)  1,089 
Unrealized holding gains or losses arising during the period  5,470   (3,033)  2,437 
Less: Reclassification adjustment for gains or losses included in net income  (7,200)  2,963   (4,237)
Minimum pension liability adjustment  (38,391)  16,163   (22,228)
Foreign currency translation adjustments  101,483   (4,051)  97,432 
   

  

  

Other comprehensive income  35,951   17,023   52,974 
   

  

  

   Yen in millions

 
   Pre-tax
amount


  Tax
expense


  Net-of-tax
amount


 

For the year ended March 31, 2001:

          

Unrealized gains on securities—

          

Unrealized holding gains or losses arising during the period

  (6,290) (1,200) (7,490)

Less: Reclassification adjustment for gains or losses included in net income

  (16,095) 6,186  (9,909)

Minimum pension liability adjustment

  (79,678) 33,544  (46,134)

Foreign currency translation adjustments

  169,144  (8,862) 160,282 
   

 

 

Other comprehensive income

  67,081  29,668  96,749 
   

 

 

For the year ended March 31, 2002:

          

Unrealized gains on securities—

          

Unrealized holding gains or losses arising during the period

  (24,857) 4,614  (20,243)

Less: Reclassification adjustment for gains or losses included in net income

  (2,594) 1,318  (1,276)

Unrealized losses on derivative instruments—

          

Cumulative effect of an accounting change

  2,040  (951) 1,089 

Unrealized holding gains or losses arising during the period

  5,470  (3,033) 2,437 

Less: Reclassification adjustment for gains or losses included in net income

  (7,200) 2,963  (4,237)

Minimum pension liability adjustment

  (38,391) 16,163  (22,228)

Foreign currency translation adjustments

  101,483  (4,051) 97,432 
   

 

 

Other comprehensive income

  35,951  17,023  52,974 
   

 

 

For the year ended March 31, 2003:

          

Unrealized gains on securities—

          

Unrealized holding gains or losses arising during the period

  (18,575) 8,948  (9,627)

Less: Reclassification adjustment for gains or losses included in net income

  3,421  867  4,288 

Unrealized losses on derivative instruments—

          

Unrealized holding gains or losses arising during the period

  (6,268) 1,791  (4,477)

Less: Reclassification adjustment for gains or losses included in net income

  682  (287) 395 

Minimum pension liability adjustment

  (181,725) 71,089  (110,636)

Foreign currency translation adjustments—

          

Translation adjustments arising during the period

  (87,103) 3,110  (83,993)

Less: Reclassification adjustment for losses included in net income

  7,665  —    7,665 
   

 

 

Other comprehensive income

  (281,903) 85,518  (196,385)
   

 

 

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During the year ended March 31, 2003, 7,665 million yen of foreign currency translation adjustments was transferred from other comprehensive income and charged to income as a result of the liquidation of certain foreign subsidiaries.

17.16.    Stock-based compensation plans

The number of shares and the exercise prices in the following information have been adjusted for all periods to reflect the two-for-one stock split that was completed on May 19, 2000.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Sony has threefour types of stock-based compensation plans as incentive plans for directors and selected employees.

(1)    Warrant plan:

Upon issuance of unsecured bonds with detachable warrants which are described in Note 12,11, Sony Corporation has purchased all of the detachable warrants and distributed them to the directors and selected employees of Sony. By exercising a warrant, directors and selected employees can purchase the common stock or subsidiary tracking stock of Sony Corporation, the number of which is designated by each plan. The warrants generally vest ratably over a period of three years, and are generally exercisable up to six years from the date of grant.

(2)    Convertible Bond plan:

In April 2000, Sony adopted an equity-based compensation plan for selected executives of Sony’s United States of America subsidiaries using U.S. dollar-denominated non-interest bearing convertible bonds which have characteristics similar to that of an option plan. Each convertible bond can be converted into 100 shares of the common stock of Sony Corporation at an exercise price based on the prevailing market rate shortly before the date of grant. The convertible bonds vest ratably over a three-year period and are exercisable up to ten years from the date of grant. As the convertible bonds were issued in exchange for a non-interest bearing employee loan, no accounting recognition was given to either the convertible bonds or the employee loans in Sony’s consolidated balance sheet as a right of offset exists between the convertible bonds and the employee loans.

(3)    Stock Acquisition Rights:

During the year ended March 31, 2003, Sony adopted an equity-based compensation plan that issues common stock acquisition rights for the purpose of granting stock options to the directors and selected employees of Sony, and subsidiary tracking stock acquisition rights for the purpose of granting stock options to the directors and selected employees of Sony Communication Network Corporation, pursuant to the Commercial Code of Japan. The stock acquisition rights generally vest ratably over a three-year period and are exercisable up to ten years from the date of grant.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Presented below is a summary of the activity for common stock warrant, and convertible bond and stock acquisition rights plans for the years shown:

   
Year ended March 31

   
2000

  
2001

  
2002

   
Number of Shares

   
Weighted-
average exercise price

  
Number of Shares

   
Weighted-
average exercise price

  
Number of Shares

   
Weighted-
average exercise price

       
Yen

      
Yen

      
Yen

Outstanding at beginning of year  1,357,568   5,846  1,531,573   6,456  2,800,270   9,911
Granted  558,000   7,167  1,420,900   12,788  3,397,300   6,877
Exercised  (383,995)  5,333  (111,103)  5,341  (8,294)  6,264
Forfeited  —     —    (41,100)  12,544  (335,384)  6,384
   

     

     

   
Outstanding at end of year  1,531,573   6,456  2,800,270   9,911  5,853,892   8,648
   

     

     

   
Exercisable at end
    of year
  541,966   5,877  825,265   6,332  2,082,640   8,127
   

     

     

   

   Year ended March 31

   2001

  2002

  2003

   Number of
Shares


  Weighted-
average
exercise
price


  Number of
Shares


  Weighted-
average
exercise
price


  Number of
Shares


  Weighted-
average
exercise
price


      Yen

     Yen

     Yen

Outstanding at beginning of year

  1,531,573  6,456  2,800,270  9,911  5,853,892  8,648

Granted

  1,420,900  12,788  3,397,300  6,877  3,874,100  5,313

Exercised

  (111,103) 5,341  (8,294) 6,264  —    —  

Forfeited

  (41,100) 12,544  (335,384) 6,384  (87,100) 8,306
   

    

    

  

Outstanding at end of year

  2,800,270  9,911  5,853,892  8,648  9,640,892  7,832
   

    

    

  

Exercisable at end of year

  825,265  6,332  2,082,640  8,127  4,314,292  9,773
   

    

    

  

A summary of common stock warrants, and convertible bond options and stock acquisition rights outstanding and exercisable at March 31, 20022003 is as follows:

   
Outstanding

  
Exercisable

Exercise price range

  
Number of Shares

  
Weighted-
average exercise price

    
Weighted-
average remaining life

  
Number of Shares

  
Weighted-
average exercise price

Yen

     
Yen

    
Years

     
Yen

6,039 ~ 10,000  4,482,192  7,088    5.47  1,621,740  6,520
10,001 ~ 16,387  1,371,700  13,744    5.73  460,900  13,778
   
          
   
6,039 ~ 16,387  5,853,892  8,648    5.53  2,082,640  8,127
   
          
   

   Outstanding

  Exercisable

Exercise price range


  Number of
Shares


  Weighted-
average
exercise price


  Weighted-
average
remaining life


  Number of
Shares


  Weighted-
average
exercise price


Yen

     Yen

  Years

     Yen

    4,388 ~ 10,000

  8,277,792  6,948  7.57  3,358,792  8,774

    10,001 ~ 14,757

  1,363,100  13,201  4.71  955,500  13,282
   
        
   

    4,388 ~ 14,757

  9,640,892  7,832  7.17  4,314,292  9,773
   
        
   

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

At March 31, 2002, there were 45,000 shares outstandingA summary of subsidiary tracking stock warrants with an exercise price of 3,300 yen which expire in 5.75 years. Atand stock acquisition rights outstanding and exercisable at March 31, 2002, no warrants were exercisable under this plan.
2003 is as follows:

   Outstanding

  Exercisable

Exercise price range


  Number of
Shares


  Weighted-
average
exercise price


  Weighted-
average
remaining life


  Number of
Shares


  Weighted-average
exercise price


Yen

     Yen

  Years

     Yen

    1,008 ~ 3,300

  90,500  2,148  7.77  14,850  3,300

As the exercise prices for both the warrant, and convertible bond and stock acquisition rights plans were determined based on the prevailing market price shortly before the date of grant, the compensation expense for these plans were not significant for the years ended March 31, 2000, 2001, 2002 and 2002,2003, respectively.

In accordance with FAS No. 123 “Accounting for Stock-Based Compensation”, Sony has elected to account for stock-based compensation under the provisions of APB No. 25 for both the warrant and convertible bond plans. Had compensation for Sony’s warrant and convertible bond plans been recognized based on the fair value on the grant date under the methodology prescribed by FAS No. 123, Sony’s net income and net income per share allocated to common stock for the years ended March 31, 2000, 2001 and 2002 would have been impacted as shown in the following table. Net income and net income per share allocated to the subsidiary tracking stock for the year ended March 31, 2002 would not be significantly impacted.
   
Year ended March 31

   
2000

  
2001

  
2002

   
Yen in millions
Income before cumulative effect of accounting changes allocated to common stock:         
As reported  121,835  121,227  9,381
Pro forma  121,191  118,524  3,986
Net income allocated to common stock:         
As reported  121,835  16,754  15,359
Pro forma  121,191  14,051  9,964
   
Yen

Income before cumulative effect of accounting changes allocated to common stock:         
—Basic EPS:         
As reported  144.58  132.64  10.21
Pro forma  143.82  129.69  4.34
—Diluted EPS:         
As reported  131.70  124.36  10.18
Pro forma  131.02  121.64  4.33
Net income allocated to common stock:         
—Basic EPS:         
As reported  144.58  18.33  16.72
Pro forma  143.82  15.37  10.85
—Diluted EPS:         
As reported  131.70  19.28  16.67
Pro forma  131.02  16.56  10.82

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The weighted-average fair value per share at the date of grant for common stock warrants, and convertible bond options and stock acquisition rights granted during the years ended March 31, 2000, 2001, 2002 and 20022003 was 1,398 yen, 4,111 yen, 2,554 yen and 2,5541,707 yen, respectively. The fair value of common stock warrants, and convertible bond options and stock acquisition rights granted on the date of grant, which is amortized to expense over the vesting period in determining the pro forma impact, is estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:

   
Year ended March 31

 
Weighted-average assumptions

  
2000

     
2001

     
2002

 
Risk-free interest rate  0.60%    2.68%    2.58%
Expected lives  2.78 years    3.26years    3.28years
Expected volatility  33.12%    44.07%    50.81%
Expected dividend  0.40%    0.21%    0.40%

   Year ended March 31

 

Weighted-average assumptions


  2001

  2002

  2003

 

Risk-free interest rate

  2.68% 2.58% 1.73%

Expected lives

  3.26years 3.28years 3.30years

Expected volatility

  44.07% 50.81% 44.54%

Expected dividend

  0.21% 0.40% 0.49%

(3)(4)    SAR plan:

Sony grants stock appreciations rights (“SARs”) in Japan, Europe and the United States of America for selected employees. Under the terms of these plans, employees on exercise receive cash equal to the amount that the market price of Sony Corporation’s common stock exceeds the strike price of the SARs. The SARs generally vest ratably over a period of three years, and are generally exercisable up to six to ten years from the date of grant. Sony holds treasury stock for the SAR plan in Japan to minimize cash flow exposure associated with the SARs. In addition, Sony uses various strategies to minimize the compensation expense associated with the SAR plans in the United States of America and Europe.

In December 2001, Sony granted options under its convertible bond plan to certain employees of United States of America subsidiaries in exchange for the employees agreeing to cancel an equal number of outstanding SARs. Under FASB Interpretation No. 44 “Accounting for Certain Transactions Involving Stock Compensation—an interpretation of APB Opinion No. 25”, no compensation charge was recorded as the number and terms of the new options under the convertible bond plan were substantially the same as the SARs that were cancelled.

The status of the SAR plans is summarized as follows:

   
Year ended March 31

   
2000

  
2001

  
2002

   
Number of SARs

   
Weighted-
average exercise price

  
Number of SARs

   
Weighted-
average exercise price

  
Number of SARs

   
Weighted-
average exercise price

       
Yen

      
Yen

      
Yen

Outstanding at beginning
    of year
  2,190,750   5,426  4,046,490   5,443  3,565,246   6,218
Granted  2,306,610   5,896  154,700   9,801  141,525   7,813
Exercised  (439,736)  5,308  (588,092)  5,198  (91,330)  5,862
Cancelled  —     —    —     —    (1,192,672)  5,951
Expired or forfeited  (11,134)  5,502  (47,852)  5,869  (12,375)  8,520
   

     

     

   
Outstanding at end of year  4,046,490   5,443  3,565,246   6,218  2,410,394   6,644
   

     

     

   
Exercisable at end of year  745,496   5,711  1,397,216   5,966  1,864,928   6,282
   

     

     

   

   Year ended March 31

   2001

  2002

  2003

   Number of
SARs


  Weighted-
average
exercise
price


  Number of
SARs


  Weighted-
average
exercise
price


  Number of
SARs


  Weighted-
average
exercise
price


      Yen

     Yen

     Yen

Outstanding at beginning of year

  4,046,490  5,443  3,565,246  6,218  2,410,394  6,644

Granted

  154,700  9,801  141,525  7,813  28,750  6,323

Exercised

  (588,092) 5,198  (91,330) 5,862  (11,800) 5,727

Cancelled

  —    —    (1,192,672) 5,951  —    —  

Expired or forfeited

  (47,852) 5,869  (12,375) 8,520  (84,316) 7,274
   

    

    

  

Outstanding at end of year

  3,565,246  6,218  2,410,394  6,644  2,343,028  6,341
   

    

    

  

Exercisable at end of year

  1,397,216  5,966  1,864,928  6,282  2,176,319  6,211
   

    

    

  

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

A summary of SARs outstanding and exercisable at March 31, 20022003 is as follows:

   
Outstanding

  
Exercisable

Exercise price range

  
Number of SARs

  
Weighted-
average exercise price

    
Weighted-
average remaining life

  
Number of SARs

  
Weighted-
average exercise price

Yen

     
Yen

    
Years

     
Yen

4,014~5,000  242,534  4,947    2.79  162,534  4,937
5,001~10,000  2,113,735  6,644    3.09  1,681,752  6,311
10,001~16,656  54,125  14,239    7.56  20,642  14,482
   
          
   
4,014~16,656  2,410,394  6,644    3.16  1,864,928  6,282
   
          
   

   Outstanding

  Exercisable

Exercise price range


  Number of
SARs


  Weighted-
average
exercise price


  Weighted-
average
remaining life


  Number of
SARs


  Weighted-
average
exercise price


Yen

     Yen

  Years

     Yen

    3,615~5,000

  242,534  4,455  1.79  241,601  4,455

    5,001~10,000

  2,046,369  6,393  2.17  1,896,036  6,298

    10,001~15,000

  54,125  12,823  6.56  38,682  12,940
   
        
   

    3,615~15,000

  2,343,028  6,341  2.23  2,176,319  6,211
   
        
   

In accordance with APB No. 25 and its related interpretations, the SARs compensation expense is measured as the excess of the quoted market price of Sony Corporation’s common stock over the SARs strike price, which is consistent with the accounting treatment prescribed for SAR plans in FAS No. 123. For the year ended March 31, 2000, Sony recognized 19,174 million yen of SARs compensation expense. For the years ended March 31, 2001, 2002 and 2002,2003, Sony recognized a reduction in SARs compensation expense of 5,587 million yen, 4,748 million yen and 4,748670 million yen, respectively, due to the decline in Sony’s stock price during the years.

18.17.    Restructuring charges and asset impairments

As part of its effort to improve the performance of the various businesses, Sony has undertaken a number of restructuring initiatives within the Electronics, Music and Pictures businesses. For the years ended March 31, 2001, 2002 and 2003, Sony recorded total restructuring charges of 34,718 million yen, 106,974 million yen and 106,251 million yen, respectively. Significant restructuring charges and asset impairments are as follows:

include the following:

Electronics Segment

In September 1999, Sony discontinued its engineering, sales, and marketing operations foran effort to improve the cellular phone business in North America and focused its effort on the research and developmentperformance of next-generation telecommunications technology. As a result, Sony recorded a one-time expense totaling 9,646 million yen in the year ended March 31, 2000 which is included in the Electronics segment. This charge consistedsegment, Sony has undergone a number of facility closing costs of 7,420 million yen; machinery and equipment write-downs of 1,802 million yen and personnel related costs of 424 million yen. All reserves were fully utilized as of March 31, 2002.

In December 2000, Sony announcedrestructuring efforts to reduce its operating costs. For the shutdown of a CD and audio cassette manufacturing plant in the United States of America. As a result of this announcement, Sony recorded a one-time expense totaling 4,623 million yen in the yearyears ended March 31, 2001, which is included in the Music segment. This charge consisted2002 and 2003, Sony recorded total restructuring charges of facility closing costs of 1,00120,620 million yen, building write-downs of 3,14586,852 million yen and personnel related costs72,473 million yen, respectively, within the Electronics segment. Significant restructuring activities are the following:

Downsizing of 477 million yen. The remaining reserve balance as of March 31, 2002 was 72 million yen.

Forcomputer display CRT operations—

In the year ended March 31, 2002, as flat panel monitors became more popular in the marketplace, the demand for computer display CRTs was drastically reduced. In this situation, Sony undertook several restructuring activities includingdecided to abandon certain manufacturing equipments for computer display CRTs mainly in the implementationU.S. in the second quarter of a voluntary early retirement program. Significant restructuring charges and asset impairments incurred from these restructuring activities are as follows:

Sony recorded restructuringthe year ended March 31, 2002. Restructuring charges totaling 19,639 million yen on the abandonment of certain manufacturing equipment for computer display CRTs reflecting the severe decline in demand. These charges are included in the Electronics segment and consisted of non-cash equipment write-downs of 6,261 million yen, costs related to the buy-out and cancellation of operating leases totaling 11,264 million yen and other costs related to the disposal of equipment of 2,114 million yen. Of the total restructuring charges recorded, 946 million yen was recorded in cost of sales and 18,693 million yen was included in selling, general and administrative expense in the consolidated statements of income. The restructuring activity was completed in the year ended March 31, 2003, and all reserve balances were fully utilized as of March 31, 2003.

In the year ended March 31, 2003, due to further market shrinkage and demand shift from CRT displays to LCDs, Sony made a decision to discontinue certain computer display CRT manufacturing operations in Japan and Southeast Asia to rationalize production facilities and downsize its business. Restructuring charges totaling 6,902 million yen consisted of personnel related costs of 1,208 million yen, non-cash equipment write-downs and disposals of 4,010 million yen and contract termination and other costs of 1,684 million yen. Of the total

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

restructuring charges, 1,264 million yen was recorded in cost of sales and 5,638 million yen was included in selling, general and administrative expense in the consolidated statements of income. The remaining reserve balance as of March 31, 2003 was 383 million yen and will be utilized in the year ending March 31, 2004.

Aiwa Co. Ltd. restructuring—

In the year ended March 31, 2002, was 4,359 million yen.

in response to a decline in performance of Aiwa Co., Ltd. and its subsidiaries (“Aiwa”), Aiwa underwent a subsidiary indrastic restructuring program to eliminate the Electronics segment,causes of this downward trend and to return to be profitable. Aiwa recorded restructuring charges totaling 25,484 million yen asin the year ended March 31, 2002, which included a resultreduction of unprofitable product lines, plant closures and a reduction of the implementation of restructuring activities including staff reductions and the rationalization of

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

production facilities.work forces. These charges consisted of non-cash equipment write-downs and disposals of 10,244 million yen, personnel related costs of 8,209 million yen, and other costs of 7,031 million yen including the devaluation of inventory. Among these charges 5,734 million yen was recorded in cost of sales and 19,750 million yen was included in selling, general and administrative expense in the consolidated statements of income. Aiwa eliminated its employees from various employee levels, business functions, operating units and geographic regions.

Due to the continued decline in the operating results of Aiwa, the restructuring program that was initiated in the year ended March 31, 2002 was accelerated and additional restructuring charges of 23,007 million yen were recorded in the year ended March 31, 2003. Additional restructuring included further cuts in staffing levels and shutdown of remaining production facilities. These charges consisted of non-cash equipment write-downs and disposals of 3,504 million yen, personnel related costs of 7,647 million yen, devaluation of inventory of 6,144 million yen, operating lease termination costs of 3,823 million yen and other costs of 1,889 million yen. Among these charges 13,791 million yen was recorded in cost of sales and 9,216 million yen was included in selling, general and administrative expense in the consolidated statements of income. The restructuring program was completed in the year ended March 31, 2003 and no reserve existed as of March 31, 2003. Aiwa Co., Ltd. was merged into Sony Corporation as of December 1, 2002. No further costs are expected to be incurred for the Aiwa restructuring.

Closing of a semiconductor plant in the U.S.—

Due to a significant decline in the business conditions of the U.S. semiconductor industry, Sony made a decision in the fourth quarter of the year ended March 31, 2003, to close a semiconductor plant in the U.S. The total estimated cost of the restructuring program is 8,148 million yen, of which 5,856 million yen was incurred through March 31, 2003. These restructuring charges consisted of accelerated depreciation of equipments of 3,128 million yen, personnel related costs of 1,329 million yen, the devaluation of inventory and raw materialsother costs of 7,0311,399 million yen. These charges were all recorded in cost of sales in the consolidated statements of income. This restructuring activity is expected to complete in the year ending March 31, 2004. The remaining reserve balance as of March 31, 20022003 was 1,3841,452 million yen.

Sony recorded a restructuring charge totaling 22,930 million yen related

Early retirement program in Japan—

In addition to the staff reductionsrestructuring efforts disclosed above, Sony has undergone several headcount reduction programs to further reduce operating costs in the Electronics segment excluding Aiwa Co., Ltdsegment. As a result of these programs, Sony recorded restructuring charges totaling 14,440 million yen, 12,252 million yen and 10,932 million yen for the years ended March 31, 2001, 2002 and 2003, respectively, and these charges were included in selling, general and administrative expense in the consolidated statements of income. These staff reductions were mainly achieved through the implementation of a voluntary early retirement program.programs in Japan. The remaining reserve balance as of March 31, 2003 was 1,009 million yen and will be utilized through the year ending March 31, 2004.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Music Segment

Due to the continued contraction of the worldwide music market due to slow worldwide economic growth, the saturation of the CD market, the effects of piracy and other illegal duplication, parallel imports, pricing pressures and the diversification of customer preferences, Sony has been actively repositioning the Music segment for the future by looking to create a more effective and profitable business model. As a result, the Music segment has undergone a worldwide restructuring program to reduce staffing and other costs through the consolidation and rationalization of facilities worldwide. For the years ended March 31, 2001, 2002 and 2003, Sony recorded total restructuring charges of 7,908 million yen, 8,599 million yen and 22,350 million yen, respectively, within the Music segment excluding Japan. The total estimated costs of the worldwide restructuring program are 43,371 million yen, of which 38,857 million yen was 1,167incurred through March 31, 2003. At March 31, 2003, the remaining reserve balance was 11,522 million yen.

This reserve balance will be utilized over the next two to three years, with most of the payments being made during the year ending March 31, 2004. The worldwide restructuring program is expected to complete by the year ending March 31, 2006. In addition to the above, Sony also recorded restructuring charges of 1,519 million yen in Japan which were personnel related costs included in selling, general and administrative expense in the consolidated statements of income, in the year ended March 31, 2003. Significant restructuring activities included the following:

In the year ended March 31, 2001, the Music segment initiated its worldwide restructuring program with the shutdown of a CD and audio cassette manufacturing plant in the U.S., as part of its effort to consolidate manufacturing operations, and staff reductions in other areas. As a result, Sony recorded restructuring charges totaling 7,908 million yen in the year ended March 31, 2001. The restructuring charges consisted of personnel related costs of 3,540 million yen, non-cash asset write-downs and disposals of 3,160 million yen and other costs of 1,208 million yen including lease termination costs. Of the total restructuring charges, 779 million yen was recorded in cost of sales and 7,129 million yen was included in selling, general and administrative expense in the consolidated statements of income.

In the year ended March 31, 2002, Sony recorded additional restructuring charges totaling 8,599 million yen associated with staff reductions andyen. Restructuring activities included the rationalization of digital media initiativesinitiative and portfolio investmentsinvestment businesses in order to focus on core music activities and staff reductions. Charges incurred in the Music segment. These chargesyear ended March 31, 2002 consisted of personnel related costs of 5,100 million yen, non-cash asset write-downs and disposals of 787 million yen, and other costs of 2,712 million yen including lease termination costs. These charges were included in selling, general and administrative expense in the consolidated statements of income.

In the year ended March 31, 2003, restructuring charges related to the worldwide restructuring of the Music segment totaled 22,350 million yen. Restructuring activities included the further consolidation of operations through the shutdown of a cassette and CD manufacturing and distribution center in Holland and a second CD manufacturing facility in the U.S. as well as further staff reductions in other areas. The restructuring charges consisted of personnel related costs of 2,71214,932 million yen. The remaining reserve balance asyen, non-cash asset write-downs and disposals of 3,256 million yen and other costs of 4,162 million yen including lease termination costs. These charges were included in selling, general and administrative expense in the consolidated statements of income. Employees were eliminated across various employee levels, business functions, operating units, and geographic regions during this phase of the worldwide restructuring program.

Pictures Segment

Due to changes within the television production and distribution business, the competition to obtain customers between the major television networks and other production and distribution companies is becoming more intense. This competitive environment has resulted in fewer opportunities to produce shows for the

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

networks and a shorter lifespan for ordered shows that do not immediately achieve favorable ratings. Consistent with this trend, Sony has seen an increase in the number of new programs being distributed yet canceled in their first or second season and that are generally less profitable, and a decrease in the number of network programs that are able to achieve syndication and that are generally more profitable. As a result, in the year ended March 31, 2002, was 5,097 million yen.

Sony recorded restructuring charges totaling 8,452 million yen associated with the consolidation ofdecided to consolidate its television operations and the downsizing ofdownsize the network television production business in the Pictures segment. TheseSony recorded restructuring charges totaling 8,452 million yen which consisted of personnel related costs of 1,753 million yen, non-cash asset write-downs and disposals of 1,767 million yen, and other costs of 4,932 million yen including coststhose relating to the buyoutbuy-out of term deal commitmentscommitments. These restructuring charges were all recorded in cost of 4,932sales in the consolidated statements of income. In the year ended March 31, 2003, additional restructuring charges totaling 480 million yen.yen were recorded. These costs were included in cost of sales in the consolidated statements of income. The remaining reserve balance as of March 31, 20022003 was 5,128947 million yen.
The restructuring plan is expected to complete by the second quarter of the year ending March 31, 2005 and all reserves will be utilized over the next two years.

The following table displays the balance of the accrued restructuring charges recorded for the years ended March 31, 2001, 2002 and 2003.

   Yen in millions

 
   Employee
termination
benefits


  Non-cash
write-downs
and disposals


  Other associated
costs


  Total

 

Balance at March 31, 2000

  58  —    2,131  2,189 

Restructuring costs

  19,200  14,070  1,448  34,718 

Non-cash charges

  —    (14,070) —    (14,070)

Cash payments

  (18,142) —    (2,617) (20,759)

Adjustments

  145  —    126  271 
   

 

 

 

Balance at March 31, 2001

  1,261  —    1,088  2,349 

Restructuring costs

  38,123  39,598  29,253  106,974 

Non-cash charges

  —    (39,598) —    (39,598)

Cash payments

  (33,291) —    (16,907) (50,198)

Adjustments

  150  —    203  353 
   

 

 

 

Balance at March 31, 2002

  6,243  —    13,637  19,880 

Restructuring costs

  46,953  42,768  16,530  106,251 

Non-cash charges

  —    (42,240) —    (42,240)

Cash payments

  (38,548) —    (23,172) (61,720)

Adjustments

  136  (528) (1,208) (1,600)
   

 

 

 

Balance at March 31, 2003

  14,784  —    5,787  20,571 
   

 

 

 

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

19.18.    Research and development costs, advertising costs and advertisingshipping and handling costs

(1)    Research and development costs:

Research and development costs charged to cost of sales for the years ended March 31, 2000, 2001, 2002 and 20022003 were 394,479 million yen, 416,708 million yen, and 433,214 million yen and 443,128 million yen, respectively.

(2)    Advertising costs:

Advertising costs included in selling, general and administrative expenses for the years ended March 31, 2000, 2001, 2002 and 20022003 were 293,303 million yen, 389,359 million yen, and 401,960 million yen and 442,741 million yen, respectively.

As described

(3)    Shipping and handling costs:

Shipping and handling costs for finished goods included in Note 2, advertising costsselling, general and administrative expenses for the years ended March 31, 2001, 2002 and 20022003 were 104,155 million yen, 98,800 million yen and 98,195 million yen, respectively, which included those for theatrical and television product. Previously, advertisingthe internal transfer costs for theatrical and television product were capitalized into film inventory and amortized in cost of sales.

finished goods.

20.19.    Gain on issuances of stock by equity investees

In August 2000, Monex Inc., which provides on-line security trading services in Japan, issued 150,000 shares at 41,850 yen per share valued at 6,278 million yen in connection with its initial public offering. As a result of this issuance, Sony recorded a gain of 1,900 million yen. Sonyyen and provided deferred taxes on this gain. This issuance reduced Sony’s ownership interest from 36.6% to 32.8%.

In August 2000, Crosswave Communications Inc., which provides high-capacity/high-speed network services in Japan, issued 101,960 shares at 304,360 yen per share valued at 28,958 million yen after the deduction of stock issue costs in connection with its initial public offering. As a result of this issuance, Sony recorded a gain of 6,406 million yen. Sonyyen and provided deferred taxes on this gain. This issuance reduced Sony’s ownership interest from 30.0% to 23.9%.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In October 2000, SKY Perfect Communications Inc., which provides satellite broadcasting services in Japan, issued 400,000 shares at 304,000 yen per share valued at 121,600 million yen in connection with its initial public offering. In connection with this issuance, Sony recorded a gain of 9,551 million yen. Sonyyen and provided deferred taxes on this gain. This issuance reduced Sony’s ownership interest from 9.9% to 8.1%. As a result of this transaction, SKY Perfect Communications Inc. is no longer accounted for under the equity method, as Sony no longer has significant influence.

In addition to the above transactions, for the year ended March 31, 2001, Sony recognized 173 million yen of other gains on issuances of stock by equity investees resulting in total gains of 18,030 million yen. Total gains on issuances of stock by equity investees were 503 million yen for the year ended March 31, 2002. There were no gains on issuances of stock for equity investees for the year ended March 31, 2003. These transactions were not part of a broader corporate reorganization and the reacquisition of such shares was not contemplated at the time of issuance.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

21.20.    Income taxes

Income before income taxes and income tax expense comprise the following:

   
Yen in millions

 
   
Year ended March 31

 
   
2000

   
2001

   
2002

 
Income (loss) before income taxes:            
Sony Corporation and subsidiaries in Japan  70,892   158,987   (5,103)
Foreign subsidiaries  193,418   106,881   97,878 
   

  

  

   264,310   265,868   92,775 
   

  

  

Income taxes—Current:            
Sony Corporation and subsidiaries in Japan  59,239   89,708   55,641 
Foreign subsidiaries  61,564   31,405   59,289 
   

  

  

   120,803   121,113   114,930 
   

  

  

Income taxes—Deferred:            
Sony Corporation and subsidiaries in Japan  (17,977)  (106)  (46,082)
Foreign subsidiaries  (8,182)  (5,473)  (3,637)
   

  

  

   (26,159)  (5,579)  (49,719)
   

  

  

   Yen in millions

 
   Year ended March 31

 
   2001

  2002

  2003

 

Income (loss) before income taxes:

          

Sony Corporation and subsidiaries in Japan

  158,987  (5,103) (7,998)

Foreign subsidiaries

  106,881  97,878  255,619 
   

 

 

   265,868  92,775  247,621 
   

 

 

Income taxes—Current:

          

Sony Corporation and subsidiaries in Japan

  89,708  55,641  69,311 

Foreign subsidiaries

  31,405  59,289  109,536 
   

 

 

   121,113  114,930  178,847 
   

 

 

Income taxes—Deferred:

          

Sony Corporation and subsidiaries in Japan

  (106) (46,082) (90,016)

Foreign subsidiaries

  (5,473) (3,637) (8,000)
   

 

 

   (5,579) (49,719) (98,016)
   

 

 

Sony is subjected to a number of different income taxes. Due to changes in Japanese income tax regulations, a consolidated tax filing system was introduced on April 1, 2002. Sony applied to file its return under the consolidated tax filing system beginning with the year ending March 31, 2004. Under the Japanese consolidated tax filing system, a 2% surtax will be imposed only for the year ending March 31, 2004. As a result, the statutory tax rate will be approximately 44% for the year ending March 31, 2004.

For the year ending March 31, 2005, a corporation size-based enterprise tax will be introduced which will supersede the current enterprise tax. As a result, the statutory tax rate for the year ending March 31, 2005 will be approximately 41% effective April 1, 2004. The respective newly enacted rates were used in calculating the future expected tax effects of temporary differences as of March 31, 2003. The effect of the changes in the tax rates on the balance of deferred tax assets and liabilities was insignificant.

Reconciliation of the differences between the statutory tax rate and the effective income tax rate is as follows:

   
Year ended March 31

 
   
2000

   
2001

   
2002

 
Statutory tax rate  42.0%  42.0%  42.0%
Increase (reduction) in taxes resulting from:            
Income tax credits  (1.3)  (1.7)  (2.1)
Change in valuation allowances  3.4   14.2   55.5 
Decrease in deferred tax liabilities on
    undistributed earnings of foreign subsidiaries
  (5.6)  (6.5)  (21.6)
Reversal of foreign tax reserves  —     —     (6.5)
Other  (2.7)  (4.5)  3.0 
   

  

  

Effective income tax rate  35.8%  43.5%  70.3%
   

  

  

   Year ended March 31

 
   2001

   2002

   2003

 

Statutory tax rate

  42.0%  42.0%  42.0%

Increase (reduction) in taxes resulting from:

            

Income tax credits

  (1.7)  (2.1)  (1.9)

Change in valuation allowances

  14.2   55.5   5.5 

Decrease in deferred tax liabilities on undistributed earnings of foreign subsidiaries

  (6.5)  (21.6)  (14.8)

Reversal of foreign tax reserves

  —     (6.5)  —   

Other

  (4.5)  3.0   1.8 
   

  

  

Effective income tax rate

  43.5%  70.3%  32.6%
   

  

  

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The significant components of deferred tax assets and liabilities are as follows:

   
Yen in millions

 
   
March 31

 
   
2001

   
2002

 
Deferred tax assets:        
Operating loss carryforwards for tax purposes  90,014   155,979 
Accrued pension and severance costs  97,084   125,745 
Warranty reserve and accrued expenses  68,619   59,979 
Film costs  38,866   41,917 
Inventory—intercompany profits and write-down  39,560   41,294 
Accrued bonus  34,341   31,060 
Future insurance policy benefits  18,317   28,552 
Depreciations  15,069   19,067 
Reserve for doubtful accounts  11,081   16,401 
Other  119,955   150,377 
   

  

Gross deferred tax assets  532,906   670,371 
Less: Valuation allowance  (198,613)  (252,208)
   

  

Total deferred tax assets  334,293   418,163 
   

  

Deferred tax liabilities:        
Insurance acquisition costs  (97,345)  (111,570)
Undistributed earnings of foreign subsidiaries  (68,941)  (72,713)
Intangible assets acquired through exchange offerings  (42,385)  (40,580)
Gain on securities contribution to employee
    retirement benefit trust
  (29,967)  (29,313)
Unrealized gains on securities  (30,451)  (24,519)
Other  (53,428)  (52,137)
   

  

Gross deferred tax liabilities  (322,517)  (330,832)
   

  

Net deferred tax assets  11,776   87,331 
   

  

   Yen in millions

 
   March 31

 
   2002

  2003

 

Deferred tax assets:

       

Accrued pension and severance costs

  125,745  213,284 

Operating loss carryforwards for tax purposes

  155,979  130,473 

Warranty reserve and accrued expenses

  59,979  64,094 

Future insurance policy benefits

  28,552  34,734 

Inventory—intercompany profits and write-down

  41,294  34,423 

Film costs

  41,917  33,907 

Tax credit carryforwards

  16,004  33,762 

Accrued bonus

  31,060  32,694 

Reserve for doubtful accounts

  16,401  20,256 

Depreciations

  19,067  15,724 

Other

  134,373  119,671 
   

 

Gross deferred tax assets

  670,371  733,022 

Less: Valuation allowance

  (252,208) (116,068)
   

 

Total deferred tax assets

  418,163  616,954 
   

 

Deferred tax liabilities:

       

Insurance acquisition costs

  (111,570) (118,689)

Undistributed earnings of foreign subsidiaries

  (72,713) (46,449)

Intangible assets acquired through exchange offerings

  (40,580) (38,882)

Gain on securities contribution to employee
retirement benefit trust

  (29,313) (17,438)

Unrealized gains on securities

  (21,487) (11,672)

Other

  (55,169) (81,374)
   

 

Gross deferred tax liabilities

  (330,832) (314,504)
   

 

Net deferred tax assets

  87,331  302,450 
   

 

The valuation allowance mainly relates to deferred tax assets of Sony Corporation and certain consolidated subsidiaries with operating loss carryforwards and tax credit carryforwards for tax purposes that are not expected to be realized. The net changes in the total valuation allowance for the year ended March 31, 2000 was a decrease of 10,465 million yen, and for the years ended March 31, 2001 and 2002 were increases of 86,422 million yen and 53,595 million yen respectively. for the years ended March 31, 2001 and 2002, respectively, and a decrease of 136,140 million yen for the year ended March 31,2003.

As discussed in Note 9, 33,525 million yen of the decrease in the valuation allowance relates to the realization of tax benefits from operating loss carryforwards that were acquired in connection with Sony’s acquisition of companies within the Electronics, Music and Pictures businesses. The reversal of the valuation allowance upon realization of tax benefit from operating loss carryforwards resulted in the reduction of goodwill.

During the year ended March 31, 2002,2003, approximately 31,70019,000 million yen of tax benefits have been realized through utilization of operating loss carryforwards.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Net deferred tax assets are included in the consolidated balance sheets as follows:

   
Yen in millions

 
   
March 31

 
   
2001

   
2002

 
Current assets—Deferred income taxes  141,473   134,299 
Other assets—Other  51,914   120,168 
Current liabilities—Other  (6,463)  (7,563)
Long-term liabilities—Deferred income taxes  (175,148)  (159,573)
   

  

Net deferred tax assets  11,776   87,331 
   

  

   Yen in millions

 
   March 31

 
   2002

  2003

 

Current assets—Deferred income taxes

  134,299  143,999 

Other assets—Deferred income taxes

  120,168  328,091 

Current liabilities—Other

  (7,563) (10,561)

Long-term liabilities—Deferred income taxes

  (159,573) (159,079)
   

 

Net deferred tax assets

  87,331  302,450 
   

 

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

At March 31, 2002,2003, no deferred income taxes have been provided on undistributed earnings of foreign subsidiaries not expected to be remitted in the foreseeable future totaling 647,067813,923 million yen, and on the gain of 61,544 million yen on a subsidiary’s sale of stock arising from the issuance of common stock 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 possible future disposition of its investment based on its tax planning strategies. The unrecognized deferred tax liabilities as of March 31, 20022003 for such temporary differences amounted to 144,088200,103 million yen.

Operating loss carryforwards for tax purposes of Sony Corporation and itscertain consolidated subsidiaries at March 31, 20022003 amounted to 425,619304,634 million yen and are available as an offset against future taxable income. Approximately 73,400 million yenWith the exception of these operating loss carryforwards result from temporary differences which were acquired in various corporate stock acquisitions and any tax benefit derived therefrom, when realized, will be allocated to goodwill rather than the income tax provision. These carryforwards, except for 76,56664,315 million yen with no expiration period, total available operating loss carryforwards expire at various dates primarily up to 6 years. Tax credit carryforwards for tax purposes at March 31, 2003 amounted to 33,762 million yen. With the exception of 9,969 million yen with no expiration period, total available tax credit carryforwards expire at various dates primarily up to 10 years. Realization is dependent on such companies generating sufficient taxable income prior to expiration of the loss carryforwards and tax credit carryforwards. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets, less valuation allowance, will be realized. The amount of such net deferred tax assets considered realizable, however, could be changed in the near term if estimates of future taxable income during the carryforward period are changed.

22.21.    Reconciliation of the differences between basic and diluted net income per share (“EPS”)

(1)    Income before cumulative effect of accounting changes and net income allocated to each class of

         stock:

   
Year ended March 31

 
   
2000

  
2001

  
2002

 
   
Yen in millions
 
Income before cumulative effect of accounting
    changes allocated to common stock
  121,835  121,227  9,381 
Income before cumulative effect of accounting
    changes allocated to subsidiary tracking stock
  —    —    (49)
   
  
  

   121,835  121,227  9,332 
   
  
  

Net income allocated to common stock  121,835  16,754  15,359 
Net income allocated to subsidiary tracking stock  —    —    (49)
   
  
  

   121,835  16,754  15,310 
   
  
  

   Year ended March 31

 
   2001

  2002

  2003

 
   Yen in millions 

Income before cumulative effect of accounting changes allocated to the common stock

  121,227  9,381  115,648 

Income before cumulative effect of accounting changes allocated to the subsidiary tracking stock

  —    (49) (129)
   
  

 

Income before cumulative effect of accounting changes

  121,227  9,332  115,519 
   
  

 

Net income allocated to the common stock

  16,754  15,359  115,648 

Net income allocated to the subsidiary tracking stock

  —    (49) (129)
   
  

 

Net income

  16,754  15,310  115,519 
   
  

 

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As discussed in Note 2, the earnings allocated to the subsidiary tracking stock are determined based on the subsidiary tracking stock holders’ economic interest.

The statutory retained earnings of SCN (the subsidiary tracking stock entity as discussed in Note 15) available for dividends to the shareholders were 209 million yen as of March 31, 2002, which decreased by 374 million yen during the year ended March 31, 2002 after the date of issuance.

The accumulated losses of SCN were 779 million yen as of March 31, 2003. The accumulated losses increased by 989 million yen during the year ended March 31, 2003.

(2)    EPS attributable to common stock:

Basic and diluted EPS as well as the number of shares in the following table have been adjusted to reflect the two-for-one stock split that was completed on May 19, 2000. Reconciliation of the differences between basic and diluted EPS for the years ended March 31, 2000, 2001, 2002 and 20022003 is as follows:

   
Year ended March 31

   
2000

  
2001

  
2002

   
Yen in millions
Income before cumulative effect of accounting
    changes allocated to common stock
  121,835  121,227  9,381
Effect of dilutive securities:         
Convertible bonds  2,537  2,417  —  
   
  
  
Income before cumulative effect of accounting changes
allocated to common stock for diluted EPS computation
  124,372  123,644  9,381
   
  
  
   
Thousands of shares

Weighted-average shares  842,679  913,932  918,462
Effect of dilutive securities:         
Warrants  500  472  108
Convertible bonds  101,174  79,830  2,664
   
  
  
Weighted-average shares for diluted EPS computation  944,353  994,234  921,234
   
  
  
   
Yen

   
Year ended March 31

   
2000

    
2001

    
2002

Basic EPS  144.58    132.64    10.21
   
    
    
Diluted EPS  131.70    124.36    10.18
   
    
    

   Year ended March 31

   2001

  2002

  2003

   Yen in millions

Income before cumulative effect of
accounting changes allocated to the
common stock

  121,227  9,381  115,648

Effect of dilutive securities:

         

Convertible bonds

  2,417  —    2,398
   
  
  

Income before cumulative effect of accounting
changes allocated to the common stock for diluted EPS computation

  123,644  9,381  118,046
   
  
  
   Thousands of shares

Weighted-average shares

  913,932  918,462  919,706

Effect of dilutive securities:

         

Warrants

  472  108  12

Convertible bonds

  79,830  2,664  78,873
   
  
  

Weighted-average shares for diluted EPS computation

  994,234  921,234  998,591
   
  
  
   Yen

Basic EPS

  132.64  10.21  125.74
   
  
  

Diluted EPS

  124.36  10.18  118.21
   
  
  

In accordance with FAS No. 128, “Earnings per Share”, the computation of diluted EPS for the fiscal years ended March 31, 2001 and 2002 uses the same weighted-average shares used for the computation of diluted income before cumulative effect of accounting changes per share, and reflects the effect of assumed conversion of convertible bonds in diluted net income.

For the year ended March 31, 2002, 75,201 thousand shares of potential common stock upon the conversion of convertible bonds were excluded from the computation of diluted EPS due to their antidilutive effect.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Potential common stock upon the exercise of warrants and stock acquisition rights, which were excluded from the computation of diluted EPS due to their antidilutive effect,since they have an exercise price in excess of the average market value of Sony’s common stock during the fiscal year, were 1,108 thousand shares, 1,329 thousand shares, 2,665 thousand shares, and 2,6654,141 thousand shares for the years ended March 31, 2000, 2001, 2002 and 2002,2003, respectively.

Warrants and stock acquisition rights of subsidiary tracking stock for the fiscal yearyears ended March 31, 2002 and stock option issued by an affiliated company for the years ended March 31, 2000, 2001 and 2002,2003, which hashave a potentially dilutive effect by decreasing net income allocated to common stock, were excluded from the computation of diluted EPS duesince they did not have a dilutive effect.

Stock options issued by affiliated companies accounted for under the equity method for the years ended March 31, 2001, 2002 and 2003, which have a potentially dilutive effect by decreasing net income allocated to their antidilutivecommon stock, were excluded from the computation of diluted EPS since such stock option did not have a dilutive effect.

On October 1, 2002, Sony implemented a share exchange as a result of which Aiwa Co., Ltd. became a wholly-owned subsidiary. As a result of this share exchange, Sony issued 2,502 thousand shares. The shares were included in the computation of basic and diluted EPS.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(3)    EPS attributable to subsidiary tracking stock:

Weighted-average shares used for computation of EPS attributable to subsidiary tracking stock for the yearyears ended March 31, 2002 isand 2003 were 3,072 thousand shares. ThereAs discussed in Note 2, there were no potentially dilutive securities for EPS of subsidiary tracking stock outstanding at March 31, 2002.

2002 and 2003.

22.    Variable Interest Entities

Sony has, from time to time, entered into various arrangements with VIEs. These arrangements consist of facilities which provide for the leasing of certain property, the financing of film production, the development and operation of a multi-use real estate complex and the implementation of a stock option plan for Japanese selected employees. As discussed below, certain of these entities are currently not consolidated by Sony. As described in Note 2, the FASB issued FIN No. 46, which will require the consolidation or disclosure of VIEs.

Although Sony continues to evaluate the impact of FIN No. 46 on Sony’s results of operations and financial position, the potential VIEs that may be consolidated or disclosed are described as follows:

Sony leases the headquarters of its U.S. subsidiary from a VIE, which was not consolidated by Sony at March 31, 2002 and 2003. Effective July 1, 2003, Sony will be required to consolidate the VIE. Upon consolidation of the VIE, assets and liabilities are expected to increase by approximately 30,600 million yen and Sony will record a charge of approximately 1,800 million yen as a cumulative effect of accounting change. The impact on net income for the year ending March 31, 2004 will be a decrease of 840 million yen. Sony has the option to purchase the building at any time during the lease term which expires in December 2008 for 30,600 million yen. At the end of the lease term, Sony has agreed to either renew the lease, purchase the building or remarket it to a third party on behalf of the owner. If the sales price is less than 30,600 million yen, Sony is obligated to make up the lesser of the shortfall or 25,727 million yen. At March 31, 2003, the fair value of the building exceeded 30,600 million yen.

A subsidiary in the Pictures business entered into a joint venture agreement with a VIE for the purpose of funding the acquisition of certain international film rights. The subsidiary is required to distribute the product internationally, for contractually defined fees determined as percentages of gross receipts, as defined, and is responsible for all distribution and marketing expenses, which are recouped from such distribution fees. The VIE

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

was capitalized with total financing of 48,720 million yen. Of this amount, 1,320 million yen was contributed by the subsidiary, 11,400 million yen was provided by unrelated third party investors and the remaining funding is provided through a 36,000 million yen bank credit facility of which 1,320 million yen was outstanding as of March 31, 2003. Effective July 1, 2003, Sony will be required to consolidate this entity. Upon consolidation of the VIE, assets and liabilities are expected to increase by 7,080 million yen; however, there will be no impact to net income. Under the agreement, the subsidiary’s 1,320 million yen equity investment is the last equity to be repaid. Additionally, it must pay to the third party investors up to 2,280 million yen of any losses out of a portion of its distribution fees. Any losses incurred by the VIE over and above the 3,600 million yen will be shared by the other investors. The subsidiary is obligated to acquire the international distribution rights, as defined, for twelve pictures meeting certain minimum requirements within a 3.5 to 4.5 year period and transfer those rights to the VIE at cost plus a 5 percent fee. If the subsidiary is unable to deliver twelve pictures to the VIE and the bank credit facility or the third party equity investors are not paid in full by March 10, 2008 (or earlier upon the occurrence of certain events), the subsidiary is required to reimburse the VIE to the extent necessary to repay the bank credit facility in full and pay certain minimum returns to the third party equity investors. At March 31, 2003, the maximum exposure amount is 30,574 million yen.

Sony has utilized a VIE to erect and operate a multi-use real estate complex in Berlin, Germany, which was accounted for under the equity method by Sony at March 31, 2002 and 2003. Effective July 1, 2003, Sony will be required to consolidate this entity. Upon consolidation of the VIE, assets and liabilities are expected to increase by 59,662 million yen. However, there will be no impact to Sony’s net income. The VIE was initially capitalized with 90,790 million yen of total funding, 32,561 million yen was provided by the equity investors with the remaining funding of 58,229 million yen being provided through a syndicated bank loan which matures in November 2004. The syndicated bank loan is secured by the multi-use real estate complex. Should the VIE be unable to meet its obligations under the syndicated bank loan, Sony would be exposed to the potential impairment of its investment in the VIE which was 12,840 million yen at March 31, 2003.

Sony has utilized a VIE to implement a stock option plan for Japanese selected employees. The VIE has been consolidated by Sony since its establishment. There will be no impact to Sony’s results of operations and financial position upon the adoption of FIN No. 46. Under the terms of the stock option plan, upon exercise, Japanese employees receive cash equal to the amount that the market price of Sony Corporation’s common stock exceeds the strike price of the plan. In order to minimize cash flow exposure associated with the plan, Sony holds treasury stock through the VIE. The VIE purchased the common stock with funding provided by the employee’s cash contribution and a bank loan which has been guaranteed by Sony Corporation. If the market value of common stock is below the price that Sony acquired the treasury stock for at the time of settlement of stock option plan, Sony is required to reimburse the VIE for repayment of the bank loan. At March 31, 2003, the maximum exposure amount associated with the bank loan is 6,938 million yen.

23.    Commitments and contingent liabilities

(1)    Commitments:

Commitments outstanding at March 31, 20022003 amounted to 297,768 million yen. The major components of the commitments are as follows:

In the ordinary course of business, Sony makes commitments for the purchase of property, plant and equipment and other assets amounted to 167,340equipment. As of March 31, 2003, such commitments outstanding were 30,814 million yen.

Certain subsidiaries in the musicMusic business have entered into long-term contracts with recording artists and companies for the production and/or distribution of prerecorded music and videos. These contracts cover various periods mainly through March 31, 2005.2006. As of March 31, 2002,2003, these subsidiaries were committed to make payments under such long-term contracts of 60,15354,508 million yen.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Certain subsidiaries in the Pictures business have entered into agreements under which the subsidiaries acquire completed films, or certain rights therein, from third parties. These agreements cover various periods through March 31, 2005. As of March 31, 2003, these subsidiaries were committed to make payments under such contracts of 40,116 million yen.

A subsidiary in the picturePictures business has also entered into a distribution agreement with a third party to distribute, at minimum 36in certain markets and territories, all feature length films produced or acquired by the third party throughduring the term of the agreement. The distribution agreement expires on December 31, 2006 if a minimum of 36 films have been delivered as of that date. If 36 films have not been delivered by December 31, 2006, the distribution agreement expires on the earlier of the delivery of the 36th film or May 25, 2007 in certain markets

and territories.2007. The subsidiary has the right to distribute the films for 15 years from the initial theatrical release of the film. On deliveryUnder the terms of each film,the distribution agreement, the subsidiary must advance to the third party 42.5%fund a portion of the production cost as defined in the distribution agreement. In addition, the subsidiaryand is responsible for all distribution and marketing expenses. The third party is limited to three of the 36 films with a production cost greater than 100 million dollars. As of March 31, 2002,2003, 17 films have been released or funded by the subsidiary. The subsidiary’s estimated commitment to fund the production of the remaining commitmentfilms under this distribution agreement is 30 films,88,024 million yen.

Aggregate amounts of which 2 can have a production cost greater than 100 million dollars.

year-by-year payment schedule of commitments during the next five years and thereafter are as follows:

   Yen in millions

Year ending March 31

   

2004

  140,935

2005

  70,045

2006

  51,744

2007

  8,777

2008

  9,146

Thereafter

  17,121
   

Total

  297,768
   

(2)    Contingent liabilities:

Contingent liabilities forincluding guarantees given in the ordinary course of business and for employee loans amounted to 136,693have a maximum exposure of 139,119 million yen at March 31, 2002.

2003. The major components of the contingent liabilities are as follows:

Sony has issued loan guarantees to related parties comprised of affiliated companies accounted for under the equity method and unconsolidated subsidiaries. The terms of these guarantees are mainly up to 3 years. Sony would be required to perform under these guarantees upon non-performance of the primary borrowers. The maximum exposure of these guarantees is 49,078 million yen and is not recorded on the consolidated balance sheet as of March 31, 2003.

As discussed in Note 22, in connection with the lease of the headquarters of Sony’s U.S. subsidiary, Sony has guaranteed residual value to a VIE. The maximum exposure of the guarantee is 25,727 million yen. This guarantee is secured by the underlying leased asset and is not recorded on the consolidated balance sheet as of March 31, 2003.

As discussed in Note 22, a subsidiary in the Pictures business entered into a joint venture agreement with a VIE. At March 31, 2003, the maximum exposure associated with this arrangement is 30,574 million yen.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Sony has agreed to indemnify certain third parties against tax losses resulting from transactions entered into in the normal course of business. The maximum amount of potential future payments under these guarantees cannot be estimated at this time. These guarantees are not recorded on the consolidated balance sheet as of March 31, 2003.

Sony Corporation and certain of its subsidiaries are defendants in several pending lawsuits. However, based upon the information currently available to both Sony and its legal counsel, management of Sony believes that damages from such lawsuits, if any, would not have a material effect on Sony’s consolidated financial statements.

The changes in product warranty liability for the year ended March 31, 2003 are as follows:

Yen in millions

Year ended
March 31

2003


Balance at beginning of year

53,671

Provision for warranty reserve

47,260

Settlements (in cash or in kind)

(46,628)

Changes in estimate for pre-existing warranty reserve

(2,032)

Translation adjustment

(379)


Balance at end of year

51,892


24.    Business segment information

Effective for the year ended March 31, 2002,2003, Sony has partly changed its business segment configuration as described below.

Sony has newly

Related businesses in the Network Application and Contents Service Sector (“NACS”), established the “Financial Services” segment instead of the former “Insurance” segment duein April 2002 to the establishment of Sony Bank Inc. The “Financial Services” segment includes subsidiaries which were previouslyenhance network businesses, are included in the former “Insurance” segment, andOther segment. In addition to Sony Bank Inc. which started operations in June 2001. It also includes Sony Finance International, Inc., which is a subsidiary focused on leasing and credit financing business and has been moved from the “Other” segment to the “Financial Services” segment.

Sony CommunicationCommunications Network Corporation, which is a subsidiary focused on Internet-related serviceswas originally contained in the Other segment, NACS-related businesses include an internal information system related business, has been moved from the “Electronics” segment toand an IC card business formerly contained in the “Other” segment, because it is now managed independentlycategory of the Electronics business due to the issuance of tracking stock. Sony Trading International Corporation, which is a subsidiary focused on parts trading service business within the Sony group, has been moved from the “Other” segment to the “Electronics” segment due to a change of its business scope.
segment.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As a result, business segment information for the years ended March 31, 20002001 and 20012002 have been restated to conform to the presentation for the year ended March 31, 2002.
2003.

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 and PlayStation 2 game consoles and related software mainly in Japan, the United States of America and Europe, manufactures semiconductors used in the game consoles in Japan, and licenses to third party software developers. The Music segment is mainly engaged worldwide in the development, production, manufacture, and distribution of recorded music, in all commercial formats and musical genres. The Pictures segment develops, produces and manufactures image-based software, including film, video, and television mainly in the United States of America, and markets, distributes and broadcasts in the worldwide market. The Financial

Services segment represents the insurance-related underwriting business, primarily individual life insurance and non-life insurance businesses in the Japanese market, leasing and credit financing businesses and

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

bank business in Japan. The Other segment consists of various operating activities, primarily including a business focused on network service business including Internet-related services, business, advertising agency business in Japan, and location-based entertainment businesses in Japan and the United States of America.Japan. Sony’s products and services are generally unique to a single operating segment.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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—

Sales and operating revenue:

   
Yen in millions

 
   
Year ended March 31

 
   
2000

   
2001

   
2002

 
Sales and operating revenue:            
Electronics—              
Customers  4,397,202   4,999,428   4,793,039 
Intersegment  273,800   473,966   517,407 
   

  

  

Total  4,671,002   5,473,394   5,310,446 
Game—              
Customers  630,662   646,147   986,529 
Intersegment  24,074   14,769   17,185 
   

  

  

Total  654,736   660,916   1,003,714 
Music—              
Customers  665,047   571,003   588,191 
Intersegment  41,837   41,110   54,649 
   

  

  

Total  706,884   612,113   642,840 
Pictures—              
Customers  494,332   555,227   635,841 
Intersegment  394   0   0 
   

  

  

Total  494,726   555,227   635,841 
Financial Services—            
Customers  412,988   447,147   483,313 
Intersegment  25,774   31,677   28,932 
   

  

  

Total  438,762   478,824   512,245 
Other—              
Customers  86,430   95,872   91,345 
Intersegment  55,132   60,526   55,042 
   

  

  

Total  141,562   156,398   146,387 
Elimination  (421,011)  (622,048)  (673,215)
   

  

  

Consolidated total  6,686,661   7,314,824   7,578,258 
   

  

  

   Yen in millions

 
   Year ended March 31

 
   2001

  2002

  2003

 

Sales and operating revenue:

          

Electronics—  

          

Customers

  4,982,432  4,772,550  4,543,313 

Intersegment

  472,082  513,631  397,137 
   

 

 

Total

  5,454,514  5,286,181  4,940,450 

Game—  

          

Customers

  646,147  986,529  936,274 

Intersegment

  14,769  17,185  18,757 
   

 

 

Total

  660,916  1,003,714  955,031 

Music—  

          

Customers

  571,003  588,191  559,042 

Intersegment

  41,110  54,649  77,256 
   

 

 

Total

  612,113  642,840  636,298 

Pictures—  

          

Customers

  555,227  635,841  802,770 

Intersegment

  0  0  0 
   

 

 

Total

  555,227  635,841  802,770 

Financial Services—  

          

Customers

  447,147  483,313  512,641 

Intersegment

  31,677  28,932  27,878 
   

 

 

Total

  478,824  512,245  540,519 

Other—  

          

Customers

  112,868  111,834  119,593 

Intersegment

  93,942  91,977  130,721 
   

 

 

Total

  206,810  203,811  250,314 

Elimination

  (653,580) (706,374) (651,749)
   

 

 

Consolidated total

  7,314,824  7,578,258  7,473,633 
   

 

 

Electronics intersegment amounts primarily consist of transactions with the Game business. Music intersegment amounts primarily consist of transactions with the Game and Pictures businesses. Other intersegment amounts primarily consist of transactions with the Electronics business.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Segment profit or loss:

   
Yen in millions

 
   
Year ended March 31

 
   
2000

   
2001

   
2002

 
Operating income (loss):            
Electronics  98,573   247,083   (8,237)
Game  76,935   (51,118)  82,915 
Music  28,293   20,502   20,175 
Pictures  35,920   4,315   31,266 
Financial Services  23,309   17,432   22,134 
Other  (9,648)  (9,374)  (8,584)
   

  

  

Total  253,382   228,840   139,669 
Elimination  10,520   13,503   16,207 
Unallocated amounts:            
Corporate expenses  (40,698)  (16,997)  (21,245)
   

  

  

Consolidated operating income  223,204   225,346   134,631 
Other income  146,299   167,654   96,328 
Other expenses  (105,193)  (127,132)  (138,184)
   

  

  

Consolidated income before income taxes  264,310   265,868   92,775 
   

  

  

   Yen in millions

 
   Year ended March 31

 
   2001

  2002

  2003

 

Operating income (loss):

          

Electronics

  251,146  (1,158) 41,380 

Game

  (51,118) 82,915  112,653 

Music

  20,502  20,175  (8,661)

Pictures

  4,315  31,266  58,971 

Financial Services

  17,432  22,134  23,338 

Other

  (13,715) (16,604) (31,950)
   

 

 

Total

  228,562  138,728  195,731 

Elimination

  13,781  17,148  15,894 

Unallocated amounts:

          

Corporate expenses

  (16,997) (21,245) (26,185)
   

 

 

Consolidated operating income

  225,346  134,631  185,440 

Other income

  167,654  96,328  157,528 

Other expenses

  (127,132) (138,184) (95,347)
   

 

 

Consolidated income before income taxes

  265,868  92,775  247,621 
   

 

 

Operating income is sales and operating revenue less costs and operating expenses. Unallocated corporate expenses include stock-based compensation expenses (Note 17)16).

Assets:

   
Yen in millions

 
   
March 31

 
   
2000

   
2001

   
2002

 
Total assets:            
Electronics  3,067,835   3,524,209   3,245,009 
Game  446,085   690,737   722,021 
Music  742,678   747,360   739,283 
Pictures  807,033   887,806   960,266 
Financial Services  1,668,789   2,074,234   2,496,052 
Other  151,079   207,947   177,903 
   

  

  

Total  6,883,499   8,132,293   8,340,534 
Elimination  (229,500)  (432,376)  (260,638)
Corporate assets  153,198   128,049   105,899 
   

  

  

Consolidated total  6,807,197   7,827,966   8,185,795 
   

  

  

   Yen in millions

 
   March 31

 
   2001

  2002

  2003

 

Total assets:

          

Electronics

  3,421,624  3,089,791  2,848,492 

Game

  690,737  722,021  673,208 

Music

  747,360  739,283  668,702 

Pictures

  887,806  960,266  868,395 

Financial Services

  2,074,234  2,496,052  2,910,434 

Other

  255,495  240,329  273,169 
   

 

 

Total

  8,077,256  8,247,742  8,242,400 

Elimination

  (437,330) (270,374) (261,761)

Corporate assets

  188,040  208,427  389,906 
   

 

 

Consolidated total

  7,827,966  8,185,795  8,370,545 
   

 

 

Unallocated corporate assets consist primarily of cash and cash equivalents, and marketable securities and property, plant and equipment maintained for general corporate purposes.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Other significant items:

   
Yen in millions

   
Year ended March 31

   
2000

  
2001

  
2002

Depreciation and amortization:         
Electronics  212,097  212,728  215,128
Game  13,414  37,497  49,655
Music  32,807  34,648  34,835
Pictures  10,599  11,853  10,619
Financial Services, including deferred insurance acquisition costs  30,316  44,995  37,227
Other  4,227  4,542  4,728
   
  
  
Total  303,460  346,263  352,192
Corporate  3,045  2,005  1,943
   
  
  
Consolidated total  306,505  348,268  354,135
   
  
  
Capital expenditures for segment assets:         
Electronics  227,079  285,385  222,991
Game  118,960  108,168  47,822
Music  24,644  37,776  21,535
Pictures  11,947  11,020  11,501
Financial Services  43,332  9,341  16,023
Other  7,691  11,829  3,578
   
  
  
Total  433,653  463,519  323,450
Corporate  2,234  1,690  3,284
   
  
  
Consolidated total  435,887  465,209  326,734
   
  
  

   Yen in millions

   Year ended March 31

   2001

  2002

  2003

Depreciation and amortization:

         

Electronics

  209,616  211,910  190,836

Game

  37,497  49,655  53,496

Music

  34,648  34,835  33,650

Pictures

  11,853  10,619  8,552

Financial Services, including deferred insurance acquisition costs

  44,995  37,227  52,041

Other

  6,184  6,568  9,112
   
  
  

Total

  344,793  350,814  347,687

Corporate

  3,475  3,321  4,238
   
  
  

Consolidated total

  348,268  354,135  351,925
   
  
  

Capital expenditures for segment assets:

         

Electronics

  281,660  220,032  170,323

Game

  108,168  47,822  40,986

Music

  37,776  21,535  21,875

Pictures

  11,020  11,501  7,138

Financial Services

  9,341  16,023  3,655

Other

  13,538  5,208  15,402
   
  
  

Total

  461,503  322,121  259,379

Corporate

  3,706  4,613  1,862
   
  
  

Consolidated total

  465,209  326,734  261,241
   
  
  

The capital expenditures in the above table represent the additions to fixed assets of each segment.

The following table is a breakdown of Electronics sales and operating revenue to external customers by product category. The Electronics business is managed as a single operating segment by Sony’s management. Effective for the year ended March 31, 2002,2003, Sony has partly changed its product category configuration. The main changes are that the projector product group, which includes business projectors and home-use projectors has been moved from “Information and Communications” to “Television”, and the server product groups which includes network servers and data storage systems has been moved from “Component” to “Information and Communications”. Accordingly, sales and operating revenue for the years ended March 31, 20002001 and 20012002 have been restated to conform to the presentation for the year ended March 31, 2002.

   
Yen in millions

   
Year ended March 31

   
2000

  
2001

  
2002

Audio  733,431  756,393  747,469
Video  665,429  791,465  806,401
Televisions  636,213  703,698  747,877
Information and Communications  1,031,661  1,322,818  1,227,685
Semiconductors  164,196  237,668  182,276
Components  568,387  612,520  572,465
Other  597,885  574,866  508,866
   
  
  
Total  4,397,202  4,999,428  4,793,039
   
  
  
2003.

   Yen in millions

   Year ended March 31

   2001

  2002

  2003

Audio

  756,393  747,469  682,517

Video

  791,465  806,401  823,354

Televisions

  797,618  842,388  846,139

Information and Communications

  1,260,531  1,167,328  958,556

Semiconductors

  237,668  182,276  204,710

Components

  569,478  525,568  537,358

Other

  569,279  501,120  490,679
   
  
  

Total

  4,982,432  4,772,550  4,543,313
   
  
  

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Geographic informationinformation—

Sales and operating revenue which are attributed to countries based on location of customers for the years ended March 31, 2000, 2001, 2002 and 20022003 and long-lived assets as of March 31, 2000, 2001, 2002 and 20022003 are as follows:

   
Yen in millions

   
Year ended March 31

   
2000

  
2001

  
2002

Sales and operating revenue:         
Japan  2,121,249  2,400,777  2,248,115
U.S.A.  2,027,129  2,179,833  2,461,523
Europe  1,470,447  1,473,780  1,609,111
Other  1,067,836  1,260,434  1,259,509
   
  
  
Total  6,686,661  7,314,824  7,578,258
   
  
  
   
Yen in millions

   
March 31

   
2000

  
2001

  
2002

Long-lived assets:         
Japan  1,321,357  1,433,038  1,462,709
U.S.A.  614,294  766,148  812,309
Europe  162,019  188,174  156,560
Other  131,785  160,249  174,070
   
  
  
Total  2,229,455  2,547,609  2,605,648
   
  
  

   Yen in millions

   Year ended March 31

   2001

  2002

  2003

Sales and operating revenue:

         

Japan

  2,400,777  2,248,115  2,093,880

U.S.A.

  2,179,833  2,461,523  2,403,946

Europe

  1,473,780  1,609,111  1,665,976

Other

  1,260,434  1,259,509  1,309,831
   
  
  

Total

  7,314,824  7,578,258  7,473,633
   
  
  
   Yen in millions

   March 31

   2001

  2002

  2003

Long-lived assets:

         

Japan

  1,433,038  1,462,709  1,365,160

U.S.A.

  766,148  812,309  713,524

Europe

  188,174  156,560  164,459

Other

  160,249  174,070  148,616
   
  
  

Total

  2,547,609  2,605,648  2,391,759
   
  
  

There are not any individually material countries with respect to the sales and operating revenue and long-lived assets included in Europe and Other areas.

Transfers between reportable business or geographic segments are made at arms-length prices.

There are no sales and operating revenue with a single major external customer for the years ended March 31, 2000, 2001, 2002 and 2002.

2003.

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following information shows sales and operating revenue and operating income by geographic origin for the years ended March 31, 2000, 2001, 2002 and 2002.2003. In addition to the disclosure requirements under FAS No. 131, Sony discloses this supplemental information in accordance with disclosure requirements of the Japanese Securities and Exchange Law, to which Sony, as a Japanese public company, is subject.

   
Yen in millions

 
   
Year ended March 31

 
   
2000

   
2001

   
2002

 
Sales and operating revenue:            
Japan—              
Customers  2,560,839   2,753,063   2,498,641 
Intersegment  1,837,048   2,322,037   2,312,718 
   

  

  

Total  4,397,887   5,075,100   4,811,359 
U.S.A.—              
Customers  2,082,505   2,315,985   2,637,861 
Intersegment  170,889   184,581   184,966 
   

  

  

Total  2,253,394   2,500,566   2,822,827 
Europe—              
Customers  1,302,917   1,305,013   1,440,281 
Intersegment  48,751   48,991   91,329 
   

  

  

Total  1,351,668   1,354,004   1,531,610 
Other—              
Customers  740,400   940,763   1,001,475 
Intersegment  718,321   852,648   853,324 
   

  

  

Total  1,458,721   1,793,411   1,854,799 
Elimination  (2,775,009)  (3,408,257)  (3,442,337)
   

  

  

Consolidated total  6,686,661   7,314,824   7,578,258 
   

  

  

Operating income:            
Japan  84,630   155,674   36,188 
U.S.A.  97,295   23,131   30,704 
Europe  51,218   11,641   24,460 
Other  73,249   71,059   76,061 
Corporate and elimination  (83,188)  (36,159)  (32,782)
   

  

  

Consolidated total  223,204   225,346   134,631 
   

  

  

   Yen in millions

 
   Year ended March 31

 
   2001

  2002

  2003

 

Sales and operating revenue:

          

Japan—  

          

Customers

  2,753,063  2,498,641  2,247,030 

Intersegment

  2,322,037  2,312,718  2,433,998 
   

 

 

Total

  5,075,100  4,811,359  4,681,028 

U.S.A.—  

          

Customers

  2,315,985  2,637,861  2,632,176 

Intersegment

  184,581  184,966  189,502 
   

 

 

Total

  2,500,566  2,822,827  2,821,678 

Europe—  

          

Customers

  1,305,013  1,440,281  1,520,930 

Intersegment

  48,991  91,329  121,598 
   

 

 

Total

  1,354,004  1,531,610  1,642,528 

Other—  

          

Customers

  940,763  1,001,475  1,073,497 

Intersegment

  852,648  853,324  789,444 
   

 

 

Total

  1,793,411  1,854,799  1,862,941 

Elimination

  (3,408,257) (3,442,337) (3,534,542)
   

 

 

Consolidated total

  7,314,824  7,578,258  7,473,633 
   

 

 

Operating income:

          

Japan

  155,674  36,188  11,444 

U.S.A.

  23,131  30,704  98,762 

Europe

  11,641  24,460  62,206 

Other

  71,059  76,061  63,773 

Corporate and elimination

  (36,159) (32,782) (50,745)
   

 

 

Consolidated total

  225,346  134,631  185,440 
   

 

 

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

SONY CORPORATION AND CONSOLIDATED SUBSIDIARIES

   
Yen in millions

   
Balance at beginning of period

  
Additions charged to costs and expenses

  
Deductions (Note 1)

   
Other (Note 2)

   
Balance at end
of period

Year ended March 31, 2000:                 
Allowance for doubtful
    accounts and sales returns
  122,015  60,801  (67,806)  (14,414)  100,596
   
  
  

  

  
Year ended March 31, 2001:                 
Allowance for doubtful
    accounts and sales returns
  100,596  55,549  (58,838)  12,341   109,648
   
  
  

  

  
Year ended March 31, 2002:                 
Allowance for doubtful
accounts and sales returns
  109,648  68,434  (64,657)  7,401   120,826
   
  
  

  

  

   Yen in millions

   Balance
at beginning
of period


  Additions
charged to
costs and
expenses


  Deductions
(Note 1)


  Other
(Note 2)


  

Balance

at end

of period


Year ended March 31, 2001:

               

Allowance for doubtful
accounts and sales returns

  100,596  55,549  (58,838) 12,341  109,648
   
  
  

 

 

Year ended March 31, 2002:

               

Allowance for doubtful
accounts and sales returns

  109,648  68,434  (64,657) 7,401  120,826
   
  
  

 

 

Year ended March 31, 2003:

               

Allowance for doubtful
accounts and sales returns

  120,826  87,330  (89,284) (8,378) 110,494
   
  
  

 

 

Notes:    1. Amounts written off.
2. Translation adjustment.
   
Balance at beginning of period

  
Additions

  
Deductions

   
Other (Note 1)

   
Balance at end
of period

Year ended March 31, 2000:                 
Valuation allowance
    —Deferred tax assets
  122,656  28,142  (24,393)  (14,214)  112,191
   
  
  

  

  
Year ended March 31, 2001:                 
Valuation allowance
    —Deferred tax assets
  112,191  88,832  (17,740)  15,330   198,613
   
  
  

  

  
Year ended March 31, 2002:                 
Valuation allowance
    —Deferred tax assets
  198,613  77,519  (35,147)  11,223   252,208
   
  
  

  

  

Notes:

1. Amounts written off.

2.Translation adjustment.

   Balance
at beginning
of period


  Additions

  Deductions

  Other
(Note 1)


  

Balance

at end

of period


Year ended March 31, 2001:

               

Valuation allowance
—Deferred tax assets

  112,191  88,832  (17,740) 15,330  198,613
   
  
  

 

 

Year ended March 31, 2002:

               

Valuation allowance
—Deferred tax assets

  198,613  77,519  (35,147) 11,223  252,208
   
  
  

 

 

Year ended March 31, 2003:

               

Valuation allowance
—Deferred tax assets

  252,208  72,303  (189,843) (18,600) 116,068
   
  
  

 

 

Note:    1. Translation adjustment.

Note:

1. Translation adjustment.

F-58

F-69