Form 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2005 Commission File Number: 001-06439 SONY CORPORATION (Translation of registrant's name into English) 7-35 KITASHINAGAWA 6-CHOME, SHINAGAWA-KU, TOKYO, JAPAN (Address of principal executive offices) The registrant files annual reports under cover of Form 20-F. Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F, Form 20-F X Form 40-F __ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934, Yes_ No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-______ SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SONY CORPORATION (Registrant) By:__ /s/ Katsumi Ihara (Signature) Katsumi Ihara Executive Deputy President, Group Chief Strategy Officer and Chief Financial Officer Date: January 27 2005 List of materials Documents attached hereto: i) A press release regarding 'Consolidated Financial Results for the Third Quarter Ended December 31, 2004' Sony Corporation 6-7-35 Kitashinagawa Shinagawa-ku Tokyo 141-0001 Japan No: 05-003E 3:00 P.M. JST, January 27, 2005 Consolidated Financial Results for the Third Quarter Ended December 31, 2004 Tokyo, January 27, 2005 -- Sony Corporation today announced its consolidated results for the third quarter ended December 31, 2004 (October 1, 2004 to December 31, 2004). (Billions of yen, millions of U.S. dollars, except per share amounts) Third quarter ended December 31 2003 2004 Change in 2004* Yen ---------- ------ ------ ------ ------ Sales and operating Y2,323.4 Y2,148.2 -7.5% $20,856 revenue Operating income 158.8 138.2 -13.0 1,341 Income before 157.8 149.2 -5.4 1,449 income taxes Equity in net income 3.1 2.3 -23.5 22 of affiliated companies Net income 92.6 143.8 +55.3 1,396 Net income per share of common stock - Basic Y100.16 Y155.32 +55.1% $1.51 - Diluted 92.51 138.08 +49.3 1.34 * U.S. dollar amounts have been translated from yen, for convenience only, at the rate of Y103=U.S.$1, the approximate Tokyo foreign exchange market rate as of December 30, 2004. Unless otherwise specified, all amounts are on the basis of Generally Accepted Accounting Principles in the U.S. ("U.S. GAAP"). Consolidated Results for the Third Quarter Ended December 31, 2004 ------------------------------------------------------------------ Sales and operating revenue ("sales") decreased 7.5% compared with the same quarter of the previous fiscal year; on a local currency basis sales decreased 8%. (For all references herein to results on a local currency basis, see Note I.) There was a 0.9% decrease in sales within the Electronics segment. Although sales of flat panel televisions, digital still cameras and LCD rear projection televisions increased, there was a decrease in sales primarily of CRT televisions, portable audio products and optical heads. In the Game segment, an increase in software sales was more than offset by a decline in hardware sales, resulting in a decrease to overall segment sales. In the Music segment, although sales at Sony Music Entertainment Japan Inc. ("SMEJ") increased, overall sales decreased because Sony BMG Music Entertainment ("Sony BMG"), a recorded music business joint venture formed with Bertelsmann AG, has been accounted for by the equity method since August 2004 (please refer to the note.) In the Pictures segment, there was an increase in sales, primarily as a result of the contribution of home entertainment sales from Spider-Man 2. In the Financial Services segment, revenue increased mainly due to an increase in revenue from insurance premiums at Sony Life Insurance Co., Ltd. ("Sony Life"). Operating income decreased 13.0% (a 19% decrease on a local currency basis) compared with the same quarter of the previous fiscal year. In the Electronics segment, operating income declined mainly due to a deterioration in the cost of sales ratio associated with a decline in unit selling prices. In the Game segment, as a result of a decline in hardware sales, there was a decrease in operating income. In the Pictures segment, there was a significant increase in operating income primarily due to the strong home entertainment sales from Spider-Man 2. In the Financial Services segment, there was an increase in operating income due to an improvement in profitability at Sony Bank Inc. ("Sony Bank"). Restructuring charges, which are recorded as operating expenses, for the third quarter amounted to Y10.5 billion ($102 million) compared to Y53.6 billion in the same quarter of the previous fiscal year. In the Electronics segment, restructuring charges were Y10.4 billion ($101 million) compared to Y47.2 billion in the same quarter of the previous fiscal year. Income before income taxes decreased 5.4% compared to the same quarter of the previous fiscal year. However, there was an improvement in the net effect of other income and expenses compared to the same quarter of the previous fiscal year. This improvement was the result of the recording of a loss on devaluation of securities investments in the same quarter of the previous fiscal year due to the devaluation of an investment in a privately held Japanese company in which Sony has a minority interest. Compared to an effective tax rate of 42.8% in the same quarter of the previous fiscal year, the effective tax rate was 4.7% in the current quarter. As fully discussed in Sony's Form 20-F for the fiscal year ended March 31, 2004, as a result of the recording of operating losses in the past, the U.S. subsidiaries of Sony have had valuation allowances against deferred tax assets for U.S. federal and certain state taxes. However, in the third quarter of the current fiscal year, based on both an improvement in recent years and a sound outlook for the operating performance at Sony's U.S. subsidiaries, Sony reversed Y67.9 billion ($659 million) of such valuation allowances, resulting in a reduction to income tax expense. This reversal was the major factor impacting the effective tax rate decline for the quarter. Equity in net income of affiliated companies of Y2.3 billion ($22 million) was recorded, a 23.5% decrease from the same quarter of the previous fiscal year. Sony Ericsson Mobile Communications AB ("Sony Ericsson") contributed Y3.1 billion ($30 million) to equity in net income, an 11% increase compared to the same quarter of the previous year. In addition, Sony BMG, established in August 2004, contributed Y1.1 billion ($11 million) to equity in net income. However, equity in net loss was recorded at affiliates such as Star Channel Inc., a Japanese-based subscription television company specializing in the broadcast of movies, and S-LCD Corporation, a joint-venture with Samsung Electronics Co., Ltd., for the manufacture of amorphous TFT LCD panels. Net income, as a result, increased 55.3% compared to the same quarter of the previous fiscal year. Remarks by Nobuyuki Idei, Chairman and Group CEO of Sony Corporation -------------------------------------------------------------------- During the third quarter, although there was a decrease in operating income within the Game and Electronics segments, our Pictures and Financial Services segments continued to demonstrate strong operating results, and the launch of our handheld video game system PlayStation Portable ("PSP") has been a great success. Looking forward, we anticipate that the intense environment within the electronics industry is likely to continue. Sony reiterates its belief that strengthening the competitiveness of our electronics products is the most pressing issue facing our management today. Within the display business, we are focusing strategic resources into LCD and rear projection televisions utilizing Sony's unique SXRD display device. In addition, we are further enhancing our range of DVD camcorders, at the same time as actively pushing ahead with our plans to bring high picture quality to the video camera market through the promotion of High Definition. In addition, through the establishment of the Connect Company in November 2004, we are launching a complete digital audio business fusing download distribution services, content and hardware. Furthermore, to enhance the differentiation of our products and generate added-value, we are continuing our active investment in semiconductors and key devices. Through the Company-wide implementation of such measures, we are resolutely working to ensure a revitalization in the profitability of the Sony Group. Operating Performance Highlights by Business Segment ---------------------------------------------------- Note: As of August 1, 2004, Sony and Bertelsmann AG combined their recorded music businesses in a joint venture. The newly formed company, Sony BMG, is 50% owned by each parent company. Under U.S. GAAP, Sony BMG is accounted for by Sony using the equity method and, since August 1, 2004, 50% of net profits or losses of this business have been included under "Equity in net income (loss) of affiliated companies." In connection with the establishment of this joint venture, Sony's non-Japan based disc manufacturing and physical distribution businesses, formerly included within the Music segment, have been reclassified to the Electronics segment to recognize the new management reporting structure whereby Sony's Electronics segment has now assumed responsibility for these businesses. Results for the previous fiscal year in the Electronics and Music segments have been restated to account for this reclassification. In the Music segment, results for this fiscal year only include the results of Sony Music Entertainment Inc.'s ("SMEI") recorded music business for the months of April through July 2004, and both the third quarter and the nine month results of SMEI's music publishing business and Sony Music Entertainment (Japan) Inc. ("SMEJ"). However, results for the previous fiscal year in the Music segment include the consolidated results for SMEI's recorded music business for all three months of the quarter, and nine months year-to-date, as well as the full quarter and year-to-date results for SMEI's publishing business and SMEJ. Electronics (Billions of yen, millions of U.S. dollars) Third quarter ended December 31 2003 2004 Change in 2004 Yen ---------- ------ ------ ------ ------ Sales and operating Y1,524.4 Y1,510.8 -0.9% $14,668 revenue Operating income 64.4 49.4 -23.3 479 Unless otherwise specified, all amounts are on a U.S. GAAP basis. Sales decreased 0.9% (1% decrease on a local currency basis). Sales to outside customers decreased 2.8% compared to the same quarter of the previous fiscal year. There was an increase in sales of several products including flat panel televisions and digital still cameras, which both experienced increased unit sales in all geographic areas, and LCD rear projection televisions, which saw increased unit sales especially in the U.S. However, there was a decline in sales of CRT televisions, faced with a continued shift in demand towards flat panel televisions, portable audio, which faced changes in the competitive environment, and optical heads, which experienced a decline in demand. Operating income decreased by Y15.0 billion, or 23.3% compared with the same quarter of the previous fiscal year. Although there was a decrease in restructuring charges, operating income decreased due to a deterioration in the cost of sales ratio as a result of a decline in unit selling prices. With regard to products within the Electronics segment, the decrease in sales of CRT televisions and portable audio, as well as the decline in unit selling prices, primarily of video cameras, contributed to the decrease in operating income. Inventory, as of December 31, 2004, was Y570.9 billion ($5,543 million), a Y29.3 billion, or 5.4%, increase compared with the level as of December 31, 2003 and a Y117.6 billion, or 17.1%, decrease compared with the level as of September 30, 2004. Note: In association with the completion of business integration of Sony Group's semiconductor manufacturing businesses in July 2004, it was decided to account for semiconductor manufacturing operations inventory, which was previously recorded in the Game segment, within the Electronics segment as of the quarter beginning July 1, 2004. (Regarding the integration of Sony Group's semiconductor manufacturing operations, please refer to note 6.) Game (Billions of yen, millions of U.S. dollars) Third quarter ended December 31 2003 2004 Change in 2004 Yen ---------- ------ ------ ------ ------ Sales and operating Y367.0 Y282.6 -23.0% $2,744 revenue Operating income 70.5 44.6 -36.8 433 Unless otherwise specified, all amounts are on a U.S. GAAP basis. Sales decreased 23.0% compared with the same quarter of the previous fiscal year (a 24% decrease on a local currency basis). Hardware: In addition to a decline of PS2 unit sales in Japan, the U.S. and Europe, strategic price reductions, compared to the same quarter of the previous fiscal year, of the PS2 in Japan, the U.S. and Europe resulted in a decline in sales. Software: Overall software sales increased as a result of an increase in unit sales of, and revenue from, PS2 software, despite being offset by a decrease in unit sales of, and revenue from, PlayStation software. Software sales revenue increased in Japan and Europe, but decreased in the U.S. In addition, "PSP," on sale in Japan as of December 2004, has recorded very positive hardware and software sales. Operating income decreased by Y25.9 billion, or a 36.8% decrease compared with the same quarter of the previous fiscal year, mainly as a result of the decrease in hardware sales, despite an increase in software sales. Worldwide hardware production shipments:* -> PS2: 7.39 million units (an increase of 0.56 million units) -> PS one: 0.84 million units (a decrease of 0.18 million units) -> PSP 0.51 million units Worldwide software production shipments:* -> PS2: 109 million units (an increase of 5 million units) -> PlayStation: 3 million units (a decrease of 7 million units) -> PSP 1.3 million units * Production shipment units of hardware and software are counted upon shipment of the products from manufacturing bases. Sales of such products are recognized when the products are delivered to customers. Inventory, as of December 31, 2004, was Y45.4 billion ($441 million), a Y83.2 billion, or 64.7%, decrease compared with the level as of December 31, 2003 and a Y8.0 billion, or 15.0%, decrease compared with the level as of September 30, 2004. (Regarding inventory, please refer to the note in the above Electronics segment.) Music (Billions of yen, millions of U.S. dollars) Third quarter ended December 31 2003 2004 Change in 2004 Yen ---------- ------ ------ ------ ------ Sales and operating Y141.1 Y56.3 - 60.1% $547 revenue Operating income 16.1 12.0 -25.6 116 The amounts presented above are the sum of the yen-translated results of SMEI, a U.S -based operation which aggregates the results of its worldwide subsidiaries on a U.S. dollar basis, and the results of SMEJ, a Japan-based operation which aggregates results in yen. In addition, please refer to the note regarding the establishment of Sony BMG. Sales decreased 60.1% compared with the same quarter of the previous fiscal year. Of the Music segment's sales, 86% were generated by SMEJ, and 14% were generated by SMEI. As noted above, due to the establishment of the Sony BMG joint venture, there were no recorded music sales at SMEI in this fiscal year's third quarter as compared to the same quarter of the previous fiscal year. Therefore, SMEI's results are not comparable with results of prior quarters. SMEJ: Sales increased 10.5% compared with the same quarter of the previous fiscal year mainly as a result of an increase in album and singles sales. Best-selling albums during the quarter included musiQ by ORANGE RANGE and SENTIMENTALover by Ken Hirai. Operating income at SMEJ increased significantly compared to the same quarter of the previous fiscal year due to the higher sales noted above and an improvement in the cost of sales ratio. Pictures (Billions of yen, millions of U.S. dollars) Third quarter ended December 31 2003 2004 Change in 2004 Yen ---------- ------ ------ ------ ------ Sales and operating Y181.2 Y203.1 + 12.1% $1,972 revenue Operating income 5.6 18.6 +232.2 181 The results presented above are a yen-translation of the results of Sony Pictures Entertainment ("SPE"), a U.S.-based operation which aggregates the results of its worldwide subsidiaries on a U.S. dollar basis. Management analyzes the results of SPE in U.S. dollars, so discussions of certain portions of its results are specified as being on "a U.S. dollar basis." Sales increased 12.1% compared with the same quarter of the previous fiscal year (15% increase on a U.S. dollar basis). Sales, on a U.S. dollar basis, increased primarily due to higher worldwide home entertainment revenues led by the strong performance of Spider-Man 2 and the television series Seinfeld. A total of over 30 million DVD and VHS units of these two titles was shipped worldwide during the quarter. U.S. theatrical revenues included the strong theatrical performance of The Grudge and Christmas with the Kranks. Operating income increased Y13.0 billion, or 232.2%, to Y18.6 billion ($181 million), compared with the same quarter of the previous fiscal year. Spider-Man 2 contributed substantially to this quarter's earnings. The increase was also attributable to the theatrical performance of The Grudge, offset somewhat by the disappointing theatrical performance of Spanglish. Financial Services (Billions of yen, millions of U.S. dollars) Third quarter ended December 31 2003 2004 Change in 2004 Yen ---------- ------ ------ ------ ------ Financial service Y137.3 Y145.0 +5.5% $1,407 revenue Operating income 12.7 13.9 +9.8 135 Unless otherwise specified, all amounts are on a U.S. GAAP basis. Therefore, they differ from the results that Sony Life and Sony Bank disclose on a Japanese statutory basis. Financial service revenue increased 5.5% compared with the same quarter of the previous fiscal year, mainly due to an increase in revenue at Sony Life. Revenue at Sony Life was Y121.8 billion ($1,182 million), a Y4.2 billion, or 3.6% increase compared with the same quarter of the previous year. Despite a deterioration in valuation gains and losses from investments, this was more than offset by an increase in revenue from insurance premiums. Operating income increased by Y1.2 billion or 9.8% compared with the same quarter of the previous fiscal year, mainly due to an improvement in profitability at Sony Bank. Operating income at Sony Bank was recorded compared to an operating loss in the same quarter of the previous fiscal year mainly due to foreign exchange gains related to transactions in foreign currency denominated assets and liabilities and an increase in gains from the fund management, primarily, of housing loans. Operating income at Sony Life increased by Y0.3 billion or 2.0% to Y14.0 billion ($136 million). Other (Billions of yen, millions of U.S. dollars) Third quarter ended December 31 2003 2004 Change in 2004 Yen ---------- ------ ------ ------ ------ Sales and operating Y71.8 Y64.2 -10.6% $623 revenue Operating income (loss) (2.9) 2.5 - 24 Unless otherwise specified, all amounts are on a U.S. GAAP basis. Sales decreased 10.6% compared to the same quarter of the previous fiscal year. This was primarily the result of a decrease in intersegment sales due to contract changes at a Japanese subsidiary involved in the advertising agency business. Operating income of Y2.5 billion ($24 million) was recorded, representing an improvement of Y5.4 billion compared with the operating loss of Y2.9 billion recorded in the same quarter of the previous fiscal year. This improvement was mainly due to the sale of a retail and showroom building in Japan, and from cost reductions at several businesses in the segment, including Sony Communication Network Corporation. Operating Results for Major Affiliates Accounted for by the Equity Method ------------------------------------------------------------------ The following operating results for significant companies accounted for by the equity method are not consolidated in Sony's consolidated financial statements. However, Sony believes that this disclosure provides additional useful analytical information to investors regarding operating performance. In addition, please note that the operating results of Sony Ericsson discussed below are reported on an International Financial Reporting Standards basis, and thereby differ from the operating results reported on a U.S. GAAP basis contained within Sony's equity in net income of affiliated companies. Sony Ericsson recorded sales for the quarter ended December 31, 2004 of Euro 2,005 million, representing a Euro 568 million or 40% increase compared to the same quarter of the previous fiscal year. Income before taxes was Euro 140 million, a 204%, or Euro 94 million increase compared to the same quarter of the previous fiscal year, and net income of Euro 55 million was recorded, a Euro 12 million, or 28% increase year on year. Sony Ericsson experienced a strong quarter led by consumer demand for mid and high-end GSM models as well as 3G UMTS phones. As a result, equity in net income of Y3.1 billion ($30 million) was recorded by Sony. Sony BMG recorded sales revenue of $1,507 million, income before income taxes of $35 million, and net income of $21 million. Income before income taxes includes $168 million of restructuring charges. As a result, equity in net income of Y1.1 billion ($11 million) was recorded by Sony. Cash Flow The following charts show Sony's unaudited condensed statements of cash flow on a consolidated basis for all segments excluding the Financial Services segment and for the Financial Services segment alone. These separate condensed presentations are not required under U.S. GAAP, which is used in Sony's consolidated financial statements. However, because the Financial Services segment is different in nature from Sony's other segments, Sony believes that these presentations may be useful in understanding and analyzing Sony's consolidated financial statements. Cash Flow - Consolidated (excluding Financial Services segment) --------------------------------------------------------------- (Billions of yen, millions of U.S. dollars) Nine months ended December 31 Cash flow 2003 2004 Change in 2004 Yen ---------- ------ ------ ------ ------ - From operating Y191.6 Y230.8 Y +39.2 $2,240 activities - From investing (268.7) (414.7) -146.0 (4,026) activities - From financing 319.9 (35.4) -355.3 (343) activities Cash and cash 438.5 592.9 +154.4 5,756 equivalents at beginning of the fiscal year Cash and cash 636.5 378.1 -258.4 3,671 equivalents as of December 31 Operating Activities: During the nine months ended December 31, 2004, although there was a significant increase in notes and accounts receivable, trade within the Electronics segment associated with the year-end sales season, an increase in notes and accounts payable, trade, in addition to net income, excluding depreciation and amortization, recorded primarily in the Electronics and Pictures segments, resulted in operating activities generating more cash than was used. Investing Activities: During the nine months ended December 31, 2004, Sony made significant capital investments in semiconductors, particularly the advanced microprocessor "Cell," as well as investments associated with the amorphous TFT LCD panel manufacturing joint venture (S-LCD Corporation) established with Samsung Electronics Co., Ltd. As a result, the total amount of cash flow from operating activities and from investing activities was a use of cash of Y183.9 billion ($1,785 million). Financing Activities: During the nine months ended December 31, 2004, financing was carried out primarily through the issuance of commercial paper. Sony also redeemed a portion of its long-term debt. Cash and Cash Equivalents: In addition to the aforementioned information, the total balance of cash and cash equivalents, accounting for the effect of foreign currency exchange rate fluctuations, was Y378.1 billion ($3,671 million) as of December 31, 2004, a decrease of Y214.8 billion compared to March 31, 2004 and a decrease of Y258.4 billion compared to December 31, 2003. Cash Flow - Financial Services segment -------------------------------------- (Billions of yen, millions of U.S. dollars) Nine months ended December 31 Cash flow 2003 2004 Change in 2004 Yen ---------- ------ ------ ------ ------ - From operating Y204.5 Y114.5 Y-90.0 $1,111 activities - From investing (333.7) (455.2) -121.6 (4,420) activities - From financing 115.8 281.7 +165.8 2,735 activities Cash and cash 274.5 256.3 -18.2 2,489 equivalents at beginning of the fiscal year Cash and cash 261.2 197.2 -64.0 1,915 equivalents as of December 31 Operating Activities: Operating activities generated more cash than was used due to an increase in income from insurance premiums and other, reflecting primarily an increase in insurance-in-force at Sony Life. Investing Activities: Payments for investments and advances exceeded proceeds from sales of securities investments, maturities of marketable securities and collections of advances primarily as a result of the fact that in addition to the carrying out of investment in mainly Japanese fixed income securities primarily as a result of an increase in income from insurance premiums at Sony Life, a housing loan campaign and investment in securities was carried out at Sony Bank as a result of increased customer deposits. Financing Activities: In addition to the increase in policyholders' accounts at Sony Life, and factors including an increase in the number of accounts, deposits from customers in the banking business increased. Cash and Cash Equivalents: As a result of the above, the balance of cash and cash equivalents was Y197.2 billion ($1,915 million) as of December 31, 2004, which was a decrease of Y59.1 billion compared to March 31, 2004, and a decrease of Y64.0 billion compared to December 31, 2003. Notes Note I: During the third quarter ended December 31, 2004, the average value of the yen was Y105.0 against the U.S. dollar and Y135.6 against the euro, which was 2.8% higher against the U.S. dollar and 5.7% lower against the euro, compared with the average rates for the same quarter of the previous fiscal year. Operating results on a local currency basis described herein reflect sales and operating income obtained by applying the yen's average exchange rate in the same quarter of the previous fiscal year to local currency-denominated monthly sales, cost of sales, and selling, general and administrative expenses in the quarter. Local currency basis results are not reflected in Sony's financial statements and are not measures conforming with 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 analytical information to investors regarding operating performance. Note II: "Sales and operating revenue" in each business segment represents sales and operating revenue recorded before intersegment transactions are eliminated. "Operating income" in each business segment represents operating income recorded before intersegment transactions and unallocated corporate expenses are eliminated. Note III: In the third quarter ended December 31, 2004, Sony adopted Emerging Issues Task Force ("EITF") Issue No. 04-8, "The Effect of Contingently Convertible Instruments on Diluted Earnings per Share." As a result of adopting EITF Issue No. 04-8, diluted earnings per share of net income for the three months ended December 31, 2003 have been restated (see Note 9 regarding EITF Issue No.04-8). Outlook for the Fiscal Year ending March 31, 2005 ------------------------------------------------- As announced on January 20, 2005, Sony's forecast for consolidated operating results for the fiscal year ending March 31, 2005 has been revised as per the table below: Current Change from October Forecast previous year Forecast ------ ------ ------ Sales and operating Y7,150 billion -5% Y7,350 billion revenue Operating income 110 billion +11 160 billion Income before income 140 billion -3 170 billion taxes Net income 150 billion +69 110 billion Assumed foreign currency exchange rates for the fourth quarter ending March 31, 2005: approximately Y103 to the U.S. dollar, and approximately Y136 to the Euro. The above revised forecast is primarily a result of the following reasons: 1. Sales and operating income are lower than the previous forecast as a result of changes in the business and competitive environment within Electronics. 2. During the third quarter ended December 31, 2004, as a result of the reversal of valuation allowances against deferred tax assets of Y67.9 billion ($659 million) by Sony's U.S. subsidiaries, there was a reduction in income tax expense, leading to an increase in the forecast for net income (please refer to the discussion regarding effective tax rates.) Further to the aforementioned reasons, the revision to the forecast for income before income taxes also reflects an increase in foreign exchange gains. In addition, the forecast for operating income also includes restructuring charges, as operating expenses, of approximately Y100 billion (a reduction of Y10 billion in restructuring charges since the October forecast), and the forecast for net income incorporates approximately Y24 billion in equity in net income of affiliated companies. Primary Reasons for the Downward Revision to the Forecast for Sales and Operating Income ------------------------------------------------------------------- - As a result of a greater than anticipated deterioration in unit selling prices of several products in Electronics including televisions, DVD recorders and video cameras, profitability is below Sony's previously announced forecasts. - Due to a decrease in demand, in particular from external customers, sales and profit for semiconductors and components are below Sony's expectations. - Sales and profit for portable audio products are also anticipated to fall short of Sony's estimates as a result of changes in the competitive environment. - With regard to sales revenue on a regional basis, in Japan, sales, in particular those of DVD recorders, portable audio products and "VAIO" PCs are lower than anticipated. In Europe, sales of portable audio products and video cameras, in particular, are below Sony's expectations. Our forecast for capital expenditures, depreciation and amortization or research and development costs is as per the table below: Forecast Change from previous year ------ ------ Capital expenditures (additions to fixed assets) Y370 billion -2% Depreciation and amortization* 370 billion +1 (Depreciation expenses for 290 billion +1) tangible assets * Including amortization of intangible assets and amortization of deferred insurance acquisition costs. Research and development expenses 550 billion +7 We have downwardly revised by Y40 billion our forecast, as of October 28, 2004, for capital expenditures. This reduction in capital expenditures is focused mainly within our semiconductor business. There has been no change to our forecast as of October 28, 2004 for depreciation and amortization or research and development costs. As of December 31, 2004, Sony had deferred tax assets in relation to Japanese local income taxes totaling Y89.1 billion. However, there is a possibility that, depending on future operating performance, Sony may establish a valuation allowance against part or all of its deferred tax assets that would be charged to income as an increase in tax expense. However, it should be noted that the forecast above does not include the possibility of the establishment of a valuation allowance against deferred tax assets in Japan. For your reference, further details about valuation allowances against deferred tax assets can be found under the "Deferred tax asset valuation" section of "Critical Accounting Policies" in Item 5. Operating and Financial Review and Prospects of Sony Corporation's Form 20-F for the fiscal year ended March 31, 2004. URL:http://www.sec.gov/Archives/edgar/data/313838/000114554904000801/ 0001145549-04-000801-index.htm Cautionary Statement Statements made in this release 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 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, the 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 and subjective and changing consumer preferences (particularly in the Electronics, Game, Music and Pictures segments); (iv) Sony's ability to implement successfully personnel reduction and other business reorganization activities in its Electronics, Music and Pictures segments; (v) Sony's ability to implement successfully its network strategy for its Electronics, Music, Pictures and Other segments and to develop and implement successful sales and distribution strategies in its Music and Pictures 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 segment); (vii) the success of Sony's joint ventures and alliances; and (viii) the risk of being unable to obtain regulatory approval to successfully complete the acquisition of MGM. Risks and uncertainties also include the impact of any future events with material unforeseen impacts. Investor Relations Contacts: ---------------------------- Tokyo New York London Yukio Ozawa Takeshi Sudo/ Chris Hohman/ Justin Hill Shinji Tomita +81-(0)3-5448-2180 +1-212-833-6722 +44-(0)20-7444-9713 Home Page: http://www.sony.net/IR/ Business Segment Information (Unaudited) ---------------------------------------- (Millions of yen, millions of U.S. dollars) Three months ended December 31 Sales and 2003 2004 Change 2004 operating revenue ---------- ------ ------ ------ ------ Electronics Customers Y1,479,622 Y1,438,682 -2.8% $13,968 Intersegment 44,775 72,110 700 ---------- ------ ------ ------ ------ Total 1,524,397 1,510,792 -0.9 14,668 Game Customers 356,212 273,599 -23.2 2,656 Intersegment 10,739 9,022 88 ---------- ------ ------ ------ ------ Total 366,951 282,621 -23.0 2,744 Music Customers 130,670 46,317 -64.6 450 Intersegment 10,441 10,030 97 ---------- ------ ------ ------ ------ Total 141,111 56,347 -60.1 547 Pictures Customers 181,227 203,097 +12.1 1,972 Intersegment 0 0 0 ---------- ------ ------ ------ ------ Total 181,227 203,097 +12.1 1,972 Financial Services Customers 130,319 139,479 +7.0 1,354 Intersegment 7,023 5,483 53 ---------- ------ ------ ------ ------ Total 137,342 144,962 +5.5 1,407 Other Customers 45,351 47,011 +3.7 456 Intersegment 26,488 17,183 167 ---------- ------ ------ ------ ------ Total 71,839 64,194 -10.6 623 Elimination (99,466) (113,828) - (1,105) ---------- ------ ------ ------ ------ Consolidated Y2,323,401 Y2,148,185 -7.5% $20,856 total 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. Operating income (loss) 2003 2004 Change 2004 ---------- ------ ------ ------ ------ Electronics Y64,419 Y49,381 -23.3% $479 Game 70,519 44,574 -36.8 433 Music 16,086 11,964 -25.6 116 Pictures 5,613 18,646 +232.2 181 Financial Services 12,666 13,904 +9.8 135 Other (2,939) 2,500 - 24 ---------- ------ ------ ------ ------ Total 166,364 140,969 -15.3 1,368 Unallocated (7,592) (2,796) - (27) corporate expenses and elimination ---------- ------ ------ ------ ------ Consolidated total Y158,772 Y138,173 -13.0% $1,341 Commencing April 1, 2004, Sony has partly realigned its business segment configuration. Results of the previous year have been reclassified to conform to the presentations for the current quarter (See Notes 5 and 6). (Millions of yen, millions of U.S. dollars) Nine months ended December 31 Sales and 2003 2004 Change 2004 operating revenue ---------- ------ ------ ------ ------ Electronics Customers Y3,714,850 Y3,724,772 +0.3% $36,163 Intersegment 180,060 124,519 1,209 ---------- ------ ------ ------ ------ Total 3,894,910 3,849,291 -1.2 37,372 Game Customers 632,296 488,534 -22.7 4,743 Intersegment 21,187 19,097 185 ---------- ------ ------ ------ ------ Total 653,483 507,631 -22.3 4,928 Music Customers 308,779 185,631 -39.9 1,802 Intersegment 26,482 24,257 236 ---------- ------ ------ ------ ------ Total 335,261 209,888 -37.4 2,038 Pictures Customers 519,768 543,030 +4.5 5,272 Intersegment 0 0 0 ---------- ------ ------ ------ ------ Total 519,768 543,030 +4.5 5,272 Financial Services Customers 421,073 386,828 -8.1 3,756 Intersegment 20,330 17,620 171 ---------- ------ ------ ------ ------ Total 441,403 404,448 -8.4 3,927 Other Customers 127,434 133,800 +5.0 1,299 Intersegment 70,892 51,428 499 ---------- ------ ------ ------ ------ Total 198,326 185,228 -6.6 1,798 Elimination (318,951) (236,921) - (2,300) ---------- ------ ------ ------ ------ Consolidated Y5,724,200 Y5,462,595 -4.6% $53,035 total 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. Operating income (loss) 2003 2004 Change 2004 ---------- ------ ------ ------ ------ Electronics Y122,433 Y65,123 -46.8% $632 Game 74,464 41,682 -44.0 405 Music 3,129 11,412 +264.7 111 Pictures (1,404) 50,165 - 487 Financial Services 37,969 39,188 +3.2 380 Other (5,548) 97 - 1 ---------- ------ ------ ------ ------ Total 231,043 207,667 -10.1 2,016 Unallocated (22,385) (16,335) - (158) corporate expenses and elimination ---------- ------ ------ ------ ------ Consolidated total Y208,658 Y191,332 -8.3% $1,858 Commencing April 1, 2004, Sony has partly realigned its business segment configuration. Results of the previous year have been reclassified to conform to the presentations for the current quarter (See Notes 5 and 6). Electronics Sales and Operating Revenue to Customers by Product Category (Millions of yen, millions of U.S. dollars) Three months ended December 31 Sales and operating 2003 2004 Change 2004 revenue ---------- ------ ------ ------ ------ Audio Y219,602 Y183,977 -16.2% $1,786 Video 310,655 329,743 +6.1 3,201 Televisions 306,386 318,441 +3.9 3,092 Information and 231,454 218,056 -5.8 2,117 Communications Semiconductors 69,460 53,755 -22.6 522 Components 169,857 164,746 -3.0 1,600 Other 172,208 169,964 -1.3 1,650 ---------- ------ ------ ------ ------ Total Y1,479,622 Y1,438,682 -2.8% $13,968 Nine months ended December 31 Sales and operating 2003 2004 Change 2004 revenue ---------- ------ ------ ------ ------ Audio Y543,381 Y465,388 -14.4% $4,518 Video 751,746 826,824 +10.0 8,027 Televisions 710,244 734,483 +3.4 7,131 Information and 625,941 573,811 -8.3 5,571 Communications Semiconductors 187,074 195,657 +4.6 1,900 Components 464,335 476,837 +2.7 4,630 Other 432,129 451,772 +4.5 4,386 ---------- ------ ------ ------ ------ Total Y3,714,850 Y3,724,772 +0.3% $36,163 The above table is a breakdown of Electronics sales and operating revenue to customers in the Business Segment Information. The Electronics segment is managed as a single operating segment by Sony's management. However, Sony believes that the information in this table is useful to investors in understanding the product categories in this business segment. In addition, commencing April 1, 2004, Sony has partly realigned its product category configuration in the Electronics segment. Accordingly, results of the previous year have been restated. (See Note 7) Geographic Segment Information (Unaudited) ------------------------------------------ (Millions of yen, millions of U.S. dollars) Three months ended December 31 Sales and operating 2003 2004 Change 2004 revenue ---------- ------ ------ ------ ------ Japan Y622,930 Y597,586 -4.1% $5,802 United States 650,658 645,831 -0.7 6,270 Europe 633,889 508,984 -19.7 4,942 Other Areas 415,924 395,784 -4.8 3,842 ---------- ------ ------ ------ ------ Total Y2,323,401 Y2,148,185 -7.5% $20,856 Nine months ended December 31 Sales and operating 2003 2004 Change 2004 revenue ---------- ------ ------ ------ ------ Japan Y1,670,787 Y1,572,982 -5.9% $15,272 United States 1,628,381 1,521,797 -6.5 14,775 Europe 1,358,097 1,244,587 -8.4 12,083 Other Areas 1,066,935 1,123,229 +5.3 10,905 ---------- ------ ------ ------ ------ Total Y5,724,200 Y5,462,595 -4.6% $53,035 Classification of Geographic Segment Information shows sales and operating revenue recognized by location of customers. Consolidated Statements of Income (Unaudited) --------------------------------------------- (Millions of yen, millions of U.S. dollars, except per share amounts) Three months ended December 31 2003 2004 Change 2004 ------ ------ ------ ------ Sales and % operating revenue: Net sales Y2,180,714 Y1,996,676 $19,385 Financial service 130,319 139,479 1,354 revenue Other operating 12,368 12,030 117 revenue ------ ------ ------ 2,323,401 2,148,185 -7.5 20,856 Costs and expenses: Cost of sales 1,551,627 1,489,359 14,460 Selling, general 485,073 393,269 3,818 and administrative Financial service 117,665 125,609 1,220 expenses Loss on sale, 10,264 1,775 17 disposal or impairment of assets, net ------ ------ ------ 2,164,629 2,010,012 19,515 Operating income 158,772 138,173 -13.0 1,341 Other income: Interest and 3,337 2,427 24 dividends Royalty income 5,671 4,898 48 Foreign exchange 9,278 5,381 52 gain, net Gain on sale of 350 3,425 33 securities investments, net Gain on change in 919 1,612 16 interest in subsidiary and equity investee Other 6,154 5,924 57 ------ ------ ------ 25,709 23,667 230 Other expenses: Interest 7,196 7,265 70 Loss on 10,911 106 1 devaluation of securities investments Other 8,564 5,244 51 ------ ------ ------ 26,671 12,615 122 ------ ------ ------ Income before income 157,810 149,225 -5.4 1,449 taxes Income taxes 67,587 7,017 68 ------ ------ ------ Income before minority 90,223 142,208 +57.6 1,381 interest and equity in net income of affiliated companies Minority interest 656 728 7 in income of consolidated subsidiaries Equity in net income 3,052 2,334 22 of affiliated companies ------ ------ ------ Net income Y92,619 Y143,814 +55.3 $1,396 ------ ------ ------ Per share data: Common stock Net income - Basic Y100.16 Y155.32 +55.1 $1.51 - Diluted 92.51 138.08 +49.3 1.34 Subsidiary tracking stock Net income (loss) - Basic (10.71) 27.29 - 0.26 (Millions of yen, millions of U.S. dollars, except per share amounts) Nine months ended December 31 2003 2004 Change 2004 ------ ------ ------ ------ Sales and operating % revenue: Net sales Y5,267,642 Y5,035,823 $48,891 Financial service 421,073 386,828 3,756 revenue Other operating 35,485 39,944 388 revenue ------ ------ ------ ------ 5,724,200 5,462,595 -4.6 53,035 Costs and expenses: Cost of sales 3,819,905 3,776,754 36,667 Selling, general 1,302,861 1,131,889 10,989 and administrative Financial service 379,165 348,119 3,380 expenses Loss on sale, 13,611 14,501 141 disposal or impairment of assets, net ------ ------ ------ ------ 5,515,542 5,271,263 51,177 Operating income 208,658 191,332 -8.3 1,858 Other income: Interest and 13,368 10,517 102 dividends Royalty income 23,855 22,017 214 Foreign exchange 10,471 - - gain, net Gain on sale of 11,746 5,451 53 securities investments, net Gain on change in 919 15,107 147 interest in subsidiary and equity investee Other 26,448 18,607 180 ------ ------ ------ ------ 86,807 71,699 696 Other expenses: Interest 20,670 21,823 212 Loss on 12,550 2,419 24 devaluation of securities investments Foreign exchange - 553 5 loss, net Other 24,605 19,136 186 ------ ------ ------ ------ 57,825 43,931 427 ------ ------ ------ ------ Income before income 237,640 219,100 -7.8 2,127 taxes Income taxes 103,272 21,378 207 ------ ------ ------ ------ Income before 134,368 197,722 +47.1 1,920 minority interest, equity in net income (loss) of affiliated companies and cumulative effect of an accounting change Minority interest 1,822 1,300 13 in income of consolidated subsidiaries Equity in net (3,763) 28,579 277 income (loss) of affiliated companies ------ ------ ------ ------ Income before 128,783 225,001 +74.7 2,184 cumulative effect of an accounting change Cumulative effect (2,117) (4,713) (45) of an accounting change (2003: Net of income taxes of Y0 million) (2004: Net of income taxes of Y2,675 million) ------ ------ ------ ------ Net income Y126,666 Y220,288 +73.9 $2,139 ------ ------ ------ ------ Per share data: Common stock Income before cumulative effect of an accounting change - Basic Y139.56 Y243.04 +74.1 $2.36 - Diluted 130.19 216.87 +66.6 2.11 Net income - Basic 137.27 237.95 +73.3 2.31 - Diluted 128.08 212.36 +65.8 2.06 Subsidiary tracking stock Net income (loss) - Basic (28.67) 45.41 - 0.44 Consolidated Balance Sheets (Unaudited) --------------------------------------- (Millions of yen, millions of U.S. dollars) December March December December 31 31 31 31 ASSETS 2003 2004 2004 2004 ------ ------ ------ ------ Current assets: Cash and cash Y897,691 Y849,211 Y575,341 $5,586 equivalents Time deposits 7,611 4,662 2,485 24 Marketable 273,261 274,748 540,177 5,244 securities Notes and accounts 1,496,804 1,123,863 1,383,540 13,432 receivable, trade Allowance for (118,125) (112,674) (97,979) (951) doubtful accounts and sales returns Inventories 712,737 666,507 653,790 6,347 Deferred income 122,579 125,532 121,938 1,184 taxes Prepaid expenses 480,276 431,506 489,047 4,749 and other current assets ------ ------ ------ ------ 3,872,834 3,363,355 3,668,339 35,615 Film costs 269,183 256,740 263,157 2,555 Investments and advances: Affiliated companies 85,364 86,253 262,287 2,546 Securities 2,230,022 2,426,697 2,501,026 24,282 investments and other ------ ------ ------ ------ 2,315,386 2,512,950 2,763,313 26,828 Property, plant and equipment: Land 193,278 189,785 182,133 1,768 Buildings 950,656 930,983 912,906 8,863 Machinery and 2,073,346 2,053,085 2,102,492 20,413 equipment Construction in 92,273 98,480 141,645 1,375 progress Less-Accumulated (1,945,638) (1,907,289)(1,978,404) (19,208) depreciation ------ ------ ------ ------ 1,363,915 1,365,044 1,360,772 13,211 Other assets: Intangibles, net 250,856 248,010 209,385 2,033 Goodwill 284,911 277,870 270,645 2,628 Deferred insurance 344,835 349,194 373,288 3,624 acquisition costs Deferred income 265,356 203,203 224,694 2,181 taxes Other 425,136 514,296 465,869 4,524 ------ ------ ------ ------ 1,571,094 1,592,573 1,543,881 14,990 ------ ------ ------ ------ Y9,392,412 Y9,090,662 Y9,599,462 $93,199 ------ ------ ------ ------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term Y228,625 Y91,260 Y207,504 $2,014 borrowings Current portion 89,925 383,757 450,305 4,372 of long-term debt Notes and accounts 916,594 778,773 848,643 8,239 payable, trade Accounts payable, 868,899 812,175 771,552 7,491 other and accrued expenses Accrued income 115,633 57,913 79,282 770 and other taxes Deposits from 358,611 378,851 512,800 4,979 customers in the banking business Other 392,509 479,486 408,991 3,971 ------ ------ ------ ------ 2,970,796 2,982,215 3,279,077 31,836 Long-term liabilities: Long-term debt 1,070,503 777,649 637,063 6,185 Accrued pension and 535,021 368,382 328,562 3,190 severance costs Deferred income 99,185 96,193 66,949 650 taxes Future insurance 2,111,994 2,178,626 2,383,749 23,143 policy benefits and other Other 244,565 286,737 242,628 2,356 ------ ------ ------ ------ 4,061,268 3,707,587 3,658,951 35,524 Minority interest 18,493 22,858 24,140 234 in consolidated subsidiaries Stockholders' equity: Capital stock 480,263 480,267 480,348 4,664 Additional paid-in 993,138 992,817 992,556 9,636 capital Retained earnings 1,416,786 1,367,060 1,575,526 15,296 Accumulated other (540,503) (449,959) (405,232) (3,934) comprehensive income Treasury stock, (7,829) (12,183) (5,904) (57) at cost ------ ------ ------ ------ 2,341,855 2,378,002 2,637,294 25,605 ------ ------ ------ ------ Y9,392,412 Y9,090,662 Y9,599,462 $93,199 ------ ------ ------ ------ Consolidated Statements of Cash Flows (Unaudited) ------------------------------------------------- (Millions of yen, millions of U.S. dollars) Nine months ended December 31 2003 2004 2004 ------ ------ ------ Cash flows from operating activities: Net income Y126,666 Y220,288 $2,139 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization, 266,930 268,740 2,609 including amortization of deferred insurance acquisition costs Amortization of film costs 209,035 206,925 2,009 Accrual for pension and 42,936 14,475 141 severance costs, less payments Loss on sale, disposal or 13,611 14,501 141 impairment of assets, net Gain on sales of securities (11,746) (5,451) (53) investments, net Gain on change in interest (919) (15,107) (147) in subsidiary and equity investee Deferred income taxes 7,591 (57,349) (557) Equity in net (gain) loss of 5,070 (27,851) (270) affiliated companies, net of dividends Cumulative effect of an 2,117 4,713 45 accounting change Changes in assets and liabilities: Increase in notes and (423,890) (288,539) (2,801) accounts receivable, trade (Increase) decrease in (109,843) 5,099 50 inventories Increase in film costs (212,481) (217,185) (2,108) Increase in notes and 229,608 77,125 749 accounts payable, trade Increase in accrued income 7,295 23,073 224 and other taxes Increase in future insurance 197,584 100,665 977 policy benefits and other Increase in deferred insurance (53,118) (48,882) (475) acquisition costs (Increase) decrease in 369 (23,138) (225) marketable securities held in the financial service business for trading purpose Increase in other current (82,315) (59,213) (575) assets Increase in other current 95,610 96,528 937 liabilities Other 76,336 49,428 480 ------ ------ ------ Net cash provided by 386,446 338,845 3,290 operating activities ------ ------ ------ Cash flows from investing activities: Payments for purchases of (306,204) (345,073) (3,350) fixed assets Proceeds from sales of 31,672 27,504 267 fixed assets Payments for investments and (899,450) (998,760) (9,697) advances by financial service business Payments for investments and (31,997) (143,382) (1,392) advances (other than financial service business) Proceeds from maturities of 584,602 573,218 5,565 marketable securities, sales of securities investments and collections of advances by financial service business Proceeds from maturities of 26,933 22,534 219 marketable securities, sales of securities investments and collections of advances (other than financial service business) Other (718) 4,871 47 ------ ------ ------ Net cash used in investing (595,162) (859,088) (8,341) activities ------ ------ ------ Cash flows from financing activities: Proceeds from issuance 258,776 10,286 100 of long-term debt Payments of long-term debt (23,866) (86,516) (840) Increase in short-term 109,497 64,356 625 borrowings Increase in deposits from 109,316 222,735 2,162 customers in the financial service business Dividends paid (23,189) (23,049) (224) Other 7,705 54,080 525 ------ ------ ------ Net cash provided by 438,239 241,892 2,348 financing activities ------ ------ ------ Effect of exchange rate changes (44,890) 4,481 44 on cash and cash equivalents ------ ------ ------ Net increase (decrease) in 184,633 (273,870) (2,659) cash and cash equivalents Cash and cash equivalents at 713,058 849,211 8,245 beginning of the fiscal year ------ ------ ------ Cash and cash equivalents at Y897,691 Y575,341 $5,586 December 31 ------ ------ ------ (Notes) 1. U.S. dollar amounts have been translated from yen, for convenience only, at the rate of Y103 = U.S. $1, the approximate Tokyo foreign exchange market rate as of December 30, 2004. 2. As of December 31, 2004, Sony had 909 consolidated subsidiaries (including variable interest entities). It has applied the equity accounting method in respect to 59 affiliated companies. 3. Sony calculates and presents per share data separately for Sony's common stock and for the subsidiary tracking stock which is linked to the economic value of Sony Communication Network Corporation, based on Statement of Financial Accounting Standards ("FAS") No.128, "Earnings per Share". The holders of the tracking stock have 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 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 stockholders' economic interest in the targeted subsidiary's earnings available for dividends or change in accumulated losses that do not include those of the targeted subsidiary's subsidiaries. The earnings allocated to common stock are calculated by subtracting the earnings allocated to the subsidiary tracking stock from Sony's net income for the period. Weighted-average shares used for computation of earnings per share of common stock are as follows. The dilutive effect in the weighted-average shares for the three months and nine months ended December 31, 2003 and 2004 mainly resulted from convertible bonds. Weighted-average shares (Thousands of shares) ----------------------- Three months ended December 31 2003 2004 Net income ------ ------ - Basic 925,086 925,368 - Diluted 1,007,639 1,045,178 Weighted-average shares (Thousands of shares) ----------------------- Nine months ended December 31 2003 2004 Income before cumulative ------ ------ effect of an accounting change and net income - Basic 923,387 925,183 - Diluted 1,002,877 1,045,037 By adopting the Emerging Issues Task Force ("EITF") Issue No. 04-8, "The Effect of Contingently Convertible Instruments on Diluted Earnings per Share", issued in July 2004, diluted earnings per share of income before cumulative effect of an accounting change for the nine months ended December 31, 2003, net income for the three months and nine months ended December 31, 2003 have been restated (see Note 9. Adoption of New Accounting Standards). Weighted-average shares used for computation of earnings per share of the subsidiary tracking stock for the three months and nine months ended December 31, 2003 and 2004 are 3,072 thousand shares. There were no potentially dilutive securities or options granted for earnings per share of the subsidiary tracking stock. 4. Sony's comprehensive income is comprised of net income and other comprehensive income. Other comprehensive income includes changes in unrealized gains or losses on securities, unrealized gains or losses on derivative instruments, minimum pension liabilities adjustments and foreign currency translation adjustments. Net income, other comprehensive income and comprehensive income for the three months and nine months ended December 31, 2003 and 2004 were as follows: (Millions of yen, millions of U.S. dollars) Three months ended Nine months ended December 31 December 31 ---------- ------ ------ ------ ------ ------ ------ 2003 2004 2004 2003 2004 2004 ---------- ------ ------ ------ ------ ------ ------ Net income Y92,619 Y143,814 $1,396 Y126,666 Y220,288 $2,139 Other comprehensive income (loss): Unrealized 1,026 (1,779) (17) 30,907 (14,293) (139) gains (losses) on securities Unrealized (3,303) 2,532 25 2,891 119 1 gains (losses) on derivative instruments Minimum 788 7,582 74 (2,196) 28,535 277 pension liabilities adjustments Foreign (22,004) (56,100) (545) (100,129) 30,366 295 currency translation adjustments ------ ------ ------ ------ ------ ------ (23,493) (47,765) (463) (68,527) 44,727 434 ---------- ------ ------ ------ ------ ------ ------ Comprehensive Y69,126 Y96,049 $933 Y58,139 Y265,015 $2,573 income ---------- ------ ------ ------ ------ ------ ------ 5. As of August 1, 2004, Sony and Bertelsmann AG combined their recorded music businesses in a joint venture. In connection with the establishment of this joint venture, the non-Japan based disc manufacturing and physical distribution businesses, formerly included within the Music segment, have been reclassified to "Other" category in the Electronics segment. Results for the same period of the previous year in the Electronics and Music segments have been restated to conform to the presentation for this year. 6. In July 2004, in order to establish a more efficient and coordinated semiconductor supply structure, the Sony group has integrated its semiconductor manufacturing business by transferring Sony Computer Entertainment's semiconductor manufacturing operation from the Game segment to the Electronics segment. As a result of this transfer, sales revenue and expenditures associated with this operation are now recorded within the "Semiconductor" category in the Electronics segment. The results for the same period of the previous fiscal year have not been restated as such comparable figures cannot be practically obtained given that it was not operated as a separate line of business within the Game segment. This integration of the semiconductor manufacturing businesses is a part of Sony's semiconductor strategy of utilizing semiconductor technologies and manufacturing equipment originally developed or designed for the Game business within the Sony group as a whole. 7. Commencing April 1, 2004, Sony has partly realigned its product category configuration in the Electronics segment. Accordingly, results of the previous year have been reclassified. The primary changes are as follows; Main Product Previous Product New Product Category Category AIWA "Other" -> "Audio" or "Video" or "Televisions" Set-top box "Video" -> "Televisions" 8. In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation ("FIN") No.46, "Consolidation of Variable Interest Entities - an Interpretation of Accounting Research Bulletins ("ARB") No.51", and the revised FIN No.46 was issued in December 2003. 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. Sony has not entered into any new arrangements with VIEs on or after February 1, 2003. For VIEs created or acquired prior to February 1, 2003, Sony adopted FIN No.46 on July 1, 2003. As a result of the adoption of FIN No.46, Sony recognized Y2,117 million of loss as the cumulative effect of an accounting change. Additionally, Sony's assets and liabilities increased as non-cash transactions, which resulted in no cash flows, by Y95,255 million and Y97,950 million, respectively, as well as cash and cash equivalents of Y1,521 million. 9. Adoption of New Accounting Standards Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts In July 2003, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts". SOP 03-1 requires insurance enterprises to record additional reserves for long-duration life insurance contracts with minimum guarantee or annuity receivable options. Additionally, SOP 03-1 provides guidance for the presentation of separate accounts. This statement is effective for fiscal years beginning after December 15, 2003. Sony adopted SOP 03-1 on April 1, 2004. As a result of the adoption of SOP 03-1, Sony's operating income decreased by Y344 million ($3 million) and Y3,561 million ($35 million) for the three months and nine months ended December 31, 2004, respectively. Additionally, on April 1, 2004, Sony recognized Y4,713 million ($45 million) of loss (net of income taxes of Y2,675 million) as a cumulative effect of an accounting change. In addition, the separate account assets, which are defined by insurance business law in Japan and were previously included in "Security investments and other" on the consolidated balance sheet, were excluded from the category of separate accounts under the provision of SOP 03-1. Accordingly, the separate account assets are now treated as general accounts and included in "Marketable securities" on the consolidated balance sheet. The Effect of Contingently Convertible Instruments on Diluted Earnings per Share In July 2004, the EITF issued EITF Issue No. 04-8, "The Effect of Contingently Convertible Instruments on Diluted Earnings per Share". In accordance with FAS No.128, Sony had not included in the computation of diluted earnings per share ("EPS") the number of potential common stock upon the conversion of contingently convertible debt instruments ("Co-Cos") that have not met the conditions to exercise the stock acquisition rights. EITF Issue No. 04-8 requires that the maximum number of common stock that could be issued upon the conversion of Co-Cos be included in diluted EPS computations from the date of issuance regardless of whether the conditions to exercise the rights have been met. EITF Issue No. 04-8 is effective for reporting periods ending after December 15, 2004. Sony adopted EITF Issue No. 04-8 during the quarter ended December 31, 2004. As a result of the adoption of EITF Issue No. 04-8, Sony's diluted EPS of income before cumulative effect of an accounting change for the nine months ended December 31, 2003, and net income for the three months and nine months ended December 31, 2003 have been restated. Sony's diluted EPS of income before cumulative effect of an accounting change for the nine months ended December 31, 2004, net income for the three months and nine months ended December 31, 2004 were decreased by Y9.67 ($0.09), Y6.16 ($0.06) and Y9.47 ($0.09), respectively, compared to those before adopting EITF Issue No. 04-8. Other Consolidated Financial Data (Millions of yen, millions of U.S. dollars) Three months ended December 31 2003 2004 Change 2004 ------ ------ ------ ------ Capital Y97,649 Y78,700 -19.4% $764 expenditures (additions to property, plant and equipment) Depreciation 95,229 92,036 -3.4 894 and amortization expenses* (Depreciation (74,670) (75,594) (+1.2) (734) expenses for tangible assets) Research and 123,760 119,430 -3.5 1,160 development expenses Nine months ended December 31 2003 2004 Change 2004 ------ ------ ------ ------ Capital Y268,682 Y256,822 -4.4% $2,493 expenditures (additions to property, plant and equipment) Depreciation 266,930 268,740 +0.7 2,609 and amortization expenses* (Depreciation (210,426) (217,080) (+3.2) (2,108) expenses for tangible assets) Research and 374,115 370,030 -1.1 3,593 development expenses * Including amortization expenses for intangible assets and for deferred insurance acquisition costs Condensed Financial Services Financial Statements (Unaudited) ------------------------------------------------------------- The results of the Financial Services segment are included in Sony's consolidated financial statements. The following schedules show unaudited condensed financial statements for the Financial Services segment and all other segments excluding Financial Services. 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 Sony without Financial Services are eliminated in the consolidated figures shown below. (Millions of yen, millions of U.S. dollars) Condensed Statements Three months ended December 31 of Income -------------------- Financial Services 2003 2004 Change 2004 ------ ------ ------ ------ % Financial service Y137,342 Y144,962 +5.5 $1,407 revenue Financial service 124,676 131,058 +5.1 1,272 expenses ------ ------ ------ ------ Operating income 12,666 13,904 +9.8 135 Other income 2,137 861 -59.7 8 (expenses), net ------ ------ ------ ------ Income before 14,803 14,765 -0.3 143 income taxes Income taxes and 6,006 5,399 -10.1 52 other ------ ------ ------ ------ Net income Y8,797 Y9,366 +6.5 $91 ------ ------ ------ ------ (Millions of yen, millions of U.S. dollars) Three months ended December 31 Sony without 2003 2004 Change 2004 Financial Services ------ ------ ------ ------ % Net sales and Y2,195,686 Y2,012,140 -8.4 $19,535 operating revenue Costs and 2,049,716 1,888,195 -7.9 18,332 expenses ------ ------ ------ ------ Operating income 145,970 123,945 -15.1 1,203 Other income (2,963) 10,516 - 102 (expenses), net ------ ------ ------ ------ Income before 143,007 134,461 -6.0 1,305 income taxes Income taxes and 59,426 13 -100.0 0 other ------ ------ ------ ------ Net income Y83,581 Y134,448 +60.9 $1,305 ------ ------ ------ ------ (Millions of yen, millions of U.S. dollars) Three months ended December 31 Consolidated 2003 2004 Change 2004 ------ ------ ------ ------ % Financial service Y130,319 Y139,479 +7.0 $1,354 revenue Net sales and 2,193,082 2,008,706 -8.4 19,502 operating revenue ------ ------ ------ ------ 2,323,401 2,148,185 -7.5 20,856 Costs and 2,164,629 2,010,012 -7.1 19,515 expenses ------ ------ ------ ------ Operating income 158,772 138,173 -13.0 1,341 Other income (962) 11,052 - 108 (expenses), net ------ ------ ------ ------ Income before 157,810 149,225 -5.4 1,449 income taxes Income taxes 65,191 5,411 -91.7 53 and other ------ ------ ------ ------ Net income Y92,619 Y143,814 +55.3 $1,396 ------ ------ ------ ------ (Millions of yen, millions of U.S. dollars) Condensed Statements Nine months ended December 31 of Income -------------------- Financial Services 2003 2004 Change 2004 ------ ------ ------ ------ % Financial service Y441,403 Y404,448 -8.4 $3,927 revenue Financial service 403,434 365,260 -9.5 3,547 expenses ------ ------ ------ ------ Operating income 37,969 39,188 +3.2 380 Other income 2,049 9,754 +376.0 95 (expenses), net ------ ------ ------ ------ Income before 40,018 48,942 +22.3 475 income taxes Income taxes and 15,872 18,857 +18.8 184 other ------ ------ ------ ------ Income before 24,146 30,085 +24.6 291 cumulative effect of an accounting change Cumulative effect - (4,713) - (45) of an accounting change ------ ------ ------ ------ Net income Y24,146 Y25,372 +5.1 $246 ------ ------ ------ ------ (Millions of yen, millions of U.S. dollars) Nine months ended December 31 Sony without 2003 2004 Change 2004 Financial Services ------ ------ ------ ------ % Net sales and Y5,309,512 Y5,083,519 -4.3 $49,355 operating revenue Costs and 5,138,694 4,931,856 -4.0 47,883 expenses ------ ------ ------ ------ Operating income 170,818 151,663 -11.2 1,472 Other income 36,196 24,995 -30.9 243 (expenses), net ------ ------ ------ ------ Income before 207,014 176,658 -14.7 1,715 income taxes Income taxes and 93,336 (24,758) - (240) other ------ ------ ------ ------ Income before 113,678 201,416 +77.2 1,955 cumulative effect of an accounting change Cumulative effect (2,117) - - - of an accounting change ------ ------ ------ ------ Net income Y111,561 Y201,416 +80.5 $1,955 ------ ------ ------ ------ (Millions of yen, millions of U.S. dollars) Nine months ended December 31 Consolidated 2003 2004 Change 2004 ------ ------ ------ ------ % Financial service Y421,073 Y386,828 -8.1 $3,756 revenue Net sales and 5,303,127 5,075,767 -4.3 49,279 operating revenue ------ ------ ------ ------ 5,724,200 5,462,595 -4.6 53,035 Costs and 5,515,542 5,271,263 -4.4 51,177 expenses ------ ------ ------ ------ Operating income 208,658 191,332 -8.3 1,858 Other income 28,982 27,768 -4.2 269 (expenses), net ------ ------ ------ ------ Income before 237,640 219,100 -7.8 2,127 income taxes Income taxes 108,857 (5,901) - (57) and other ------ ------ ------ ------ Income before 128,783 225,001 +74.7 2,184 cumulative effect of an accounting change Cumulative effect (2,117) (4,713) - (45) of an accounting change ------ ------ ------ ------ Net income Y126,666 Y220,288 +73.9 $2,139 ------ ------ ------ ------ Condensed Balance Sheets ------------------------ (Millions of yen, millions of U.S. dollars) Financial December March December December Services 31 31 31 31 ASSETS 2003 2004 2004 2004 ------ ------ ------ ------ Current assets: Cash and cash Y261,222 Y256,316 Y197,245 $1,915 equivalents Marketable 268,944 270,676 536,099 5,205 securities Notes and 84,141 72,273 77,462 752 accounts receivable, trade Other 113,840 100,433 130,348 1,265 ------ ------ ------ ------ 728,147 699,698 941,154 9,137 Investments and 2,067,251 2,274,510 2,383,676 23,142 advances Property, plant 40,503 40,833 38,686 376 and equipment Other assets: Deferred 344,835 349,194 373,288 3,624 insurance acquisition costs Other 108,514 110,804 103,539 1,006 ------ ------ ------ ------ 453,349 459,998 476,827 4,630 ------ ------ ------ ------ Y3,289,250 Y3,475,039 Y3,840,343 $37,285 ------ ------ ------ ------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term Y79,010 Y86,748 Y141,777 $1,376 borrowings Notes and 9,759 7,847 8,747 85 accounts payable, trade Deposits from 358,611 378,851 512,800 4,979 customers in the banking business Other 104,441 175,357 108,416 1,053 ------ ------ ------ ------ 551,821 648,803 771,740 7,493 Long-term liabilities: Long-term debt 139,184 135,811 136,472 1,325 Accrued pension 10,064 10,183 11,518 112 and severance costs Future insurance 2,111,994 2,178,626 2,383,749 23,143 policy benefits and other Other 120,033 126,349 135,749 1,318 ------ ------ ------ ------ 2,381,275 2,450,969 2,667,488 25,898 Minority interest - - 5,560 54 in consolidated subsidiaries Stockholders' 356,154 375,267 395,555 3,840 equity ------ ------ ------ ------ Y3,289,250 Y3,475,039 Y3,840,343 $37,285 ------ ------ ------ ------ (Millions of yen, millions of U.S. dollars) Sony without December March December December Financial Services 31 31 31 31 ASSETS 2003 2004 2004 2004 ------ ------ ------ ------ Current assets: Cash and cash Y636,469 Y592,895 Y378,096 $3,671 equivalents Marketable 4,317 4,072 4,078 39 securities Notes and 1,298,808 943,590 1,212,422 11,771 accounts receivable, trade Other 1,245,792 1,151,879 1,156,326 11,227 ------ ------ ------ ------ 3,185,386 2,692,436 2,750,922 26,708 Film costs 269,183 256,740 263,157 2,555 Investments and 368,341 358,629 504,131 4,894 advances Investments in 176,905 176,905 187,400 1,819 Financial Services, at cost Property, plant 1,323,412 1,324,211 1,322,086 12,835 and equipment Other assets 1,227,008 1,251,901 1,183,216 11,489 ------ ------ ------ ------ Y6,550,235 Y6,060,822 Y6,210,912 $60,300 ------ ------ ------ ------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term Y276,798 Y409,766 Y537,924 $5,223 borrowings Notes and 910,052 773,221 842,852 8,183 accounts payable, trade Other 1,284,782 1,190,563 1,160,417 11,266 ------ ------ ------ ------ 2,471,632 2,373,550 2,541,193 24,672 Long-term liabilities: Long-term debt 1,066,067 775,233 630,981 6,126 Accrued pension 524,957 358,199 317,044 3,078 and severance costs Other 304,079 348,946 273,839 2,659 ------ ------ ------ ------ 1,895,103 1,482,378 1,221,864 11,863 Minority interest 13,014 17,554 18,680 181 in consolidated subsidiaries Stockholders' 2,170,486 2,187,340 2,429,175 23,584 equity ------ ------ ------ ------ Y6,550,235 Y6,060,822 Y6,210,912 $60,300 ------ ------ ------ ------ (Millions of yen, millions of U.S. dollars) Consolidated December March December December 31 31 31 31 ASSETS 2003 2004 2004 2004 ------ ------ ------ ------ Current assets: Cash and cash Y897,691 Y849,211 Y575,341 $5,586 equivalents Marketable 273,261 274,748 540,177 5,244 securities Notes and 1,378,679 1,011,189 1,285,561 12,481 accounts receivable, trade Other 1,323,203 1,228,207 1,267,260 12,304 ------ ------ ------ ------ 3,872,834 3,363,355 3,668,339 35,615 Film costs 269,183 256,740 263,157 2,555 Investments and 2,315,386 2,512,950 2,763,313 26,828 advances Property, plant 1,363,915 1,365,044 1,360,772 13,211 and equipment Other assets: Deferred 344,835 349,194 373,288 3,624 insurance acquisition costs Other 1,226,259 1,243,379 1,170,593 11,366 ------ ------ ------ ------ 1,571,094 1,592,573 1,543,881 14,990 ------ ------ ------ ------ Y9,392,412 Y9,090,662 Y9,599,462 $93,199 ------ ------ ------ ------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term Y318,550 Y475,017 Y657,809 $6,386 borrowings Notes and 916,594 778,773 848,643 8,239 accounts payable, trade Deposits from 358,611 378,851 512,800 4,979 customers in the banking business Other 1,377,041 1,349,574 1,259,825 12,232 ------ ------ ------ ------ 2,970,796 2,982,215 3,279,077 31,836 Long-term liabilities: Long-term debt 1,070,503 777,649 637,063 6,185 Accrued pension 535,021 368,382 328,562 3,190 and severance costs Future insurance 2,111,994 2,178,626 2,383,749 23,143 policy benefits and other Other 343,750 382,930 309,577 3,006 ------ ------ ------ ------ 4,061,268 3,707,587 3,658,951 35,524 Minority interest 18,493 22,858 24,140 234 in consolidated subsidiaries Stockholders' 2,341,855 2,378,002 2,637,294 25,605 equity ------ ------ ------ ------ Y9,392,412 Y9,090,662 Y9,599,462 $93,199 ------ ------ ------ ------ (Millions of yen, millions of U.S. dollars) Condensed Statements Nine months ended December 31 of Cash Flows -------------------- Financial Services 2003 2004 2004 ------ ------ ------ Net cash provided by Y204,485 Y114,487 $1,111 operating activities Net cash used in investing (333,650) (455,219) (4,420) activities Net cash provided 115,844 281,661 2,735 financing activities ------ ------ ------ Net decrease in cash (13,321) (59,071) (574) and cash equivalents Cash and cash equivalents at 274,543 256,316 2,489 beginning of the fiscal year ------ ------ ------ Cash and cash equivalents Y261,222 Y197,245 $1,915 at December 31 ------ ------ ------ (Millions of yen, millions of U.S. dollars) Nine months ended December 31 Sony without Financial 2003 2004 2004 Services ------ ------ ------ Net cash provided by Y191,620 Y230,785 $2,240 operating activities Net cash used in investing (268,699) (414,690) (4,026) activities Net cash provided by 319,923 (35,375) (343) (used in) financing activities Effect of exchange rate changes (44,890) 4,481 44 on cash and cash equivalents ------ ------ ------ Net increase (decrease) in 197,954 (214,799) (2,085) cash and cash equivalents Cash and cash equivalents at 438,515 592,895 5,756 beginning of the fiscal year ------ ------ ------ Cash and cash equivalents at Y636,469 Y378,096 $3,671 December 31 ------ ------ ------ (Millions of yen, millions of U.S. dollars) Nine months ended December 31 Consolidated 2003 2004 2004 ------ ------ ------ Net cash provided by Y386,446 Y338,845 $3,290 operating activities Net cash used in investing (595,162) (859,088) (8,341) activities Net cash provided by 438,239 241,892 2,348 financing activities Effect of exchange rate (44,890) 4,481 44 changes on cash and cash equivalents ------ ------ ------ Net increase (decrease) in 184,633 (273,870) (2,659) cash and cash equivalents Cash and cash equivalents at 713,058 849,211 8,245 beginning of the fiscal year ------ ------ ------ Cash and cash equivalents at Y897,691 Y575,341 $5,586 December 31 ------ ------ ------