REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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American Depositary Shares evidenced by American Depositary Receipts. Each American Depositary Share represents one share of Common Stock. |
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No par value per share. for trading, but only in connection with the listing of American Depositary Shares pursuant to the requirements of the New York Stock Exchange. |
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☑ |
☐ Accelerated filer |
☐ Non-accelerated filer |
☐ Emerging growth company |
US GAAP ☐ |
as issued by the International Accounting Standards Board ☑ |
Other ☐ |
Item 17 ☐ |
Item 18 ☐ |
Yes ☐ |
No |
Cautionary Statement
Statements made in this document 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,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” 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, judgments and beliefs in light of the information currently available to it. Sony cautions investors 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 investors should not place undue reliance on them. Investors 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) | Sony’s ability to maintain product quality and customer satisfaction with its products and services; |
(ii) | Sony’s ability to continue to design and develop and win acceptance of, as well as achieve sufficient cost reductions for, its products and services, including image sensors, game and network platforms, smartphones and televisions, which are offered in highly competitive markets characterized by severe price competition and continual new product and service introductions, rapid development in technology and subjective and changing customer preferences; |
(iii) | Sony’s ability to implement successful hardware, software, and content integration strategies, and to develop and implement successful sales and distribution strategies in light of new technologies and distribution platforms; |
(iv) | the effectiveness of Sony’s strategies and their execution, including but not limited to the success of Sony’s acquisitions, joint ventures, investments, capital expenditures, restructurings and other strategic initiatives; |
(v) | changes in laws, regulations and government policies in the markets in which Sony and its third-party suppliers, service providers and business partners operate, including those related to taxation, as well as growing consumer focus on corporate social responsibility; |
(vi) | Sony’s continued ability to identify the products, services and market trends with significant growth potential, to devote sufficient resources to research and development, to prioritize investments and capital expenditures correctly and to recoup its investments and capital expenditures, including those required for technology development and product capacity; |
(vii) | Sony’s reliance on external business partners, including for the procurement of parts, components, software and network services for its products or services, the manufacturing, marketing and distribution of its products, and its other business operations; |
(viii) | the global economic and political environment in which Sony operates and the economic and political conditions in Sony’s markets, particularly levels of consumer spending; |
(ix) | Sony’s ability to meet operational and liquidity needs as a result of significant volatility and disruption in the global financial markets or a ratings downgrade; |
(x) | Sony’s ability to forecast demands, manage timely procurement and control inventories; |
(xi) | foreign exchange rates, particularly between the yen and the U.S. dollar, the euro and other currencies in which Sony makes significant sales and incurs production costs, or in which Sony’s assets, liabilities and operating results are denominated; |
(xii) | Sony’s ability to recruit, retain and maintain productive relations with highly skilled personnel; |
(xiii) | Sony’s ability to prevent unauthorized use or theft of intellectual property rights, to obtain or renew licenses relating to intellectual property rights and to defend itself against claims that its products or services infringe the intellectual property rights owned by others; |
(xiv) | the impact of changes in interest rates and unfavorable conditions or developments (including market fluctuations or volatility) in the equity and bond markets on the results of the Financial Services business; |
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(xv) | shifts in customer demand for financial services such as life insurance and Sony’s ability to conduct successful asset liability management in the Financial Services business; |
(xvi) | risks related to catastrophic disasters, geopolitical conflicts, pandemic disease or similar events; |
(xvii) | the ability of Sony, its third-party service providers or business partners to anticipate and manage cybersecurity risk, including the risk of unauthorized access to Sony’s business information and the personally identifiable information of its employees and customers, potential business disruptions or financial losses; and |
(xviii) | the outcome of pending and/or future legal and/or regulatory proceedings. |
Risks and uncertainties also include the impact of any future events with material adverse impact. The continued impact of developments relating to the situations in Ukraine and Russia and in the Middle East, as well as the series of changes in U.S. tariff policy, could heighten many of the risks and uncertainties noted above.
Important information regarding risks and uncertainties is also set forth elsewhere in this annual report, including in “Risk Factors” under “Item 3. Key Information,” “Item 4. Information on the Company,” “Item 5. Operating and Financial Review and Prospects,” “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.”
In this document, Sony Group Corporation and its consolidated subsidiaries are together referred to as “Sony” or “Sony Group.” In addition, “Sales and financial services revenue” are referred to as “sales” in the narrative description except in the consolidated financial statements.
At a meeting of Sony Group Corporation’s Board of Directors held on May 14, 2025, Sony Group Corporation decided on a plan for the execution of a partial spin-off of Sony Financial Group Inc. (“SFGI”), a wholly-owned subsidiary engaged in the Financial Services business, as of October 1, 2025 (the “Partial Spin-off of the Financial Services business”). As a result, the Financial Services business (formerly the Financial Services segment) will be classified as a discontinued operation and presented separately from continuing operations, comprised of Sony’s businesses excluding the Financial Services business, from the first quarter of the fiscal year ending March 31, 2026 (refer to Note 33 of the consolidated financial statements). In this document, when discussing its status in the fiscal year ended March 31, 2025, the Financial Services business is referred to as the Financial Services segment.
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TABLE OF CONTENTS
Item 1. Identity of Directors, Senior Management and Advisers |
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Item 11. Quantitative and Qualitative Disclosures about Market Risk |
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Item 12. Description of Securities Other Than Equity Securities |
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Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds |
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Item 16D. Exemptions from the Listing Standards for Audit Committees |
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Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
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Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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Item 1. | Identity of Directors, Senior Management and Advisers |
Not Applicable
Item 2. | Offer Statistics and Expected Timetable |
Not Applicable
Item 3. | Key Information |
A. | [Reserved] |
B. | Capitalization and Indebtedness |
Not Applicable
C. | Reasons for the Offer and Use of Proceeds |
Not Applicable
D. | Risk Factors |
This section contains forward-looking statements that are subject to the Cautionary Statement appearing on page 2 of this annual report. Risks to Sony are also discussed elsewhere in this annual report.
Sony must overcome increasingly intense competition, which could lead to lower revenue or operating margins.
Sony has several business segments in different industries with many product and service categories, which cause it to compete with many existing and new competitors ranging from large multinational companies to highly specialized entities that focus on only one or a few businesses and also, potentially, with outsourced manufacturing service partners that currently supply products to Sony. These competitors may have greater financial, technical, labor and marketing resources available to them than those available to Sony. Sony’s financial condition and operating results depend on its ability to efficiently anticipate and respond to these established and new competitors.
The competitive factors Sony faces vary depending on the nature of the business. For example, in the electronics area, Sony competes on the basis of various factors including price and function, while in the Game & Network Services (“G&NS”), Music and Pictures segments, Sony competes for talent, such as game creators, artists, songwriters, actors, directors and producers, and for entertainment content that is created, acquired, licensed and/or distributed. Competition on price can lead to lower margins when costs do not fall at a proportional rate, and competition for talent and appealing content can also lead to lower profitability if the higher costs required for such talent and content cannot be recouped through greater sales. In addition, the evolution of innovative technologies such as generative artificial intelligence (“AI”) and the use of them by competitors may disrupt Sony’s existing business models. Moreover, even for those products where Sony believes it has a strong competitive advantage, such as image sensors, it is possible that its competitors’ technological capabilities will accelerate such that Sony would be unable to maintain its advantageous market position. In terms of consumer electronics products, to produce products that appeal to changing and increasingly diverse consumer preferences, including constantly changing consumer interest in minimizing energy consumption and using environmentally friendly materials for both products and packaging, or to overcome the fact that a relatively high percentage of consumers already possess similar products, Sony must develop superior technology, anticipate consumer tastes, and rapidly develop attractive and differentiated products with competitive prices and features. Sony faces increasingly intense pricing pressure from competitors, retailer consolidation, new sales/distribution channels, and shorter product cycles in a variety of consumer product categories. In the G&NS, Music and Pictures segments, operating results can be impacted by worldwide consumer acceptance of their products, which is difficult to predict, and by alternative forms of entertainment and leisure activities available to consumers, as well as by competing products released or sold at or near the same time. For example, in the Pictures segment, as the number of theatrical releases increases with the resumption of production activities that had been paused due to the strikes by the Writers Guild of America (“WGA”) and the Screen Actors Guild - American Federation of Television and Radio Artists (“SAG-AFTRA”) in 2023, the theatrical release calendar of films by major studios became more crowded, increasing competition for available screen space and adversely affecting the operating results of the Pictures segment.
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If Sony is unable to maintain its advantageous market position in the fields in which it has a technological or other competitive advantage, Sony is unable to effectively anticipate and counter the ongoing price erosion that frequently affects its consumer products or the cost pressures affecting its businesses, there is a change in existing business models or consumer preferences, or the average prices of Sony’s products decrease faster than Sony is able to reduce manufacturing costs, Sony’s operating results and financial condition may be adversely impacted.
To remain competitive and stimulate customer demand, Sony must invest in research and development to achieve product and service innovations and successfully manage frequent introductions of such new products and services.
To strengthen the competitiveness of its products and services, Sony continues to invest in research and development (“R&D”), particularly in growth areas such as the G&NS and Imaging & Sensing Solutions (“I&SS”) segments. However, Sony may not be successful in investing in R&D if it fails to identify products, services and market trends with significant growth potential. In addition, Sony’s investments may not yield the innovation or the expected results quickly enough, or competitors may lead Sony in technological innovation. This may hinder Sony’s ability to commercialize new and competitive products and services.
Sony must continually introduce, enhance and stimulate customer demand for electronic products and services. Sales of these products and services are particularly sensitive to the significant weighting of consumer demand to the year-end holiday season. In the G&NS segment, the successful introduction and penetration of gaming platforms, including streaming, is a significant factor driving sales and profitability, and this success is affected by the ability to provide customers with attractive software line-ups and online services. However, there is no assurance that third-party software developers and publishers, major contributors to this effort, will continue to develop and release software. In addition, Sony believes that integrating its hardware, software, including AI, entertainment content and network services and minimizing their energy consumption, as well as investing in R&D to effect such integration, is essential in generating revenue growth and profitability. However, this strategy depends on its ability to further develop AI and network services technologies, coordinate and prioritize strategic and operational issues among Sony’s various business units and sales channels, continually introduce enhanced, energy efficient and competitively priced hardware that is seamlessly connected to energy efficient network platforms with user interfaces that are innovative and attractive to consumers and also standardize technological and interface specifications industry-wide and across Sony’s networked products and business units. In addition, the G&NS, Music and Pictures segments must invest substantial amounts, which may include significant upfront investments, in internally developed software titles, artist advances, music catalogs, motion picture productions, television productions and broadcast programming before knowing whether their products will receive customer acceptance. Furthermore, underperformance of Pictures’ products in the initial distribution market is correlated with weak performance in subsequent distribution markets, which would have an adverse effect on Sony’s results in the year of initial release as well as future years.
The successful introductions of, and transitions to, new products and services depend on a number of factors, such as the timely and successful completion of development efforts, market acceptance, planning and executing an effective marketing strategy, managing new product introductions, managing production ramp-up issues, the availability of application software for new products, quality control and the concentration of consumer demand in the year-end holiday season. If Sony cannot achieve the expected results from its investment in R&D, adequately manage frequent introductions of new products and services and obtain consumer acceptance of its new products and services, or if Sony is not successful in implementing its integration strategy, Sony’s reputation, operating results and financial condition may be adversely impacted.
Sony’s strategic initiatives, including acquisitions, joint ventures, investments, capital expenditures and restructurings, may not be successful in achieving their strategic objectives.
Sony actively engages in acquisitions, joint ventures, capital expenditures and other strategic investments to acquire new technologies, efficiently develop new businesses and enhance its business competitiveness. For example, in the fiscal year ended March 31, 2025, Sony acquired additional shares of KADOKAWA Corporation (“KADOKAWA”).
In some cases, the completion of mergers and acquisitions is subject to certain closing conditions, including regulatory approvals. As a result of anti-trust laws and regulations and anti-trust regulatory authorities becoming stricter, regulatory reviews following the signing of a definitive agreement may take longer than expected, or Sony may fail to obtain regulatory approvals. Also, closing conditions for mergers and acquisitions, which are set forth in definitive agreements, may not be satisfied due to unanticipated changes in the strategies or financial
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conditions of the organizations to be merged or acquired, leading to mergers and acquisitions not proceeding as expected, or the definitive agreements being changed or terminated. As a result, Sony may lose business opportunities and may not realize some or all of the initially expected results of mergers and acquisitions.
While Sony performs a comprehensive analysis and evaluation of merged or acquired organizations prior to their merger or acquisition from various perspectives such as technology, accounting, tax, finance, human resources (“HR”), and legal, Sony’s financial results may be adversely affected by factors including the significant cost of the acquisition and/or integration expenses, IT and information security risks introduced from newly merged or acquired organizations, failure to achieve initially expected synergies, failure to generate expected revenue and cost improvements, loss of key personnel and assumption of liabilities.
When establishing joint ventures and strategic partnerships, Sony’s financial and operating results may be adversely affected by strategic or cultural differences with partners, conflicts of interest, failure to achieve synergies, additional funding or debt guarantees required to maintain the joint venture or partnership, requirements to buy out a joint venture partner, sell its shares or dissolve a partnership, insufficient management control including control over cash flow, loss of proprietary technology and know-how, impairment losses and reputational harm from the actions or activities of a joint venture that uses the Sony brand.
Sony invests heavily in production facilities and equipment, including fabrication facilities used to make image sensors for smartphones and other products. Sony may not be able to execute these capital expenditures as planned or recover these capital expenditures in part or full or in the planned timeframe due to the competitive environment, lower-than-expected consumer demand, changes in the financial condition or business decisions of Sony’s major customers, or delays in the procurement of production facilities and equipment. Sony invested 339.6 billion yen and 227.4 billion yen of capital in the fiscal years ended March 31, 2024 and 2025, respectively, mainly for the purpose of increasing image sensor production capacity.
Further, Sony is implementing initiatives for restructuring and transformation to enhance profitability, business autonomy and shareholder value or to clearly position each business within the overall business portfolio. However, the expected benefits of these initiatives, including the expected level of profitability, may not be realized due to internal and external impediments or market conditions worsening beyond expectations. If Sony is not successful in achieving its restructuring and transformation initiatives, Sony’s operating results, financial condition, reputation, competitiveness or profitability may be adversely affected. At a meeting of Sony Group Corporation’s Board of Directors held on May 14, 2025, Sony Group Corporation decided to submit a resolution for the execution of the Partial Spin-off of the Financial Services business to a meeting of the Board of Directors in early September 2025. The execution of the Partial Spin-off of the Financial Services business is expected to be on October 1, 2025, but is subject to approval from the Tokyo Stock Exchange (“TSE”) for the listing of SFGI shares, as well as approvals, certifications and/or permissions by other relevant authorities.
Sony’s sales and profitability may be affected by the operating performance of wholesalers, retailers, other resellers and third-party distributors.
Sony is dependent for the distribution of its products on wholesalers, retailers, other resellers and third-party distributors, many of whom also distribute competitors’ products. For example, in some cases, the Pictures segment depends on third parties to theatrically exhibit its motion pictures, and to operate cable, satellite, internet and other distribution systems to distribute its motion pictures and television programming. A decline in the licensing fees received from these third parties may adversely affect the Pictures segment’s sales. The Pictures segment’s various television networks are also distributed on third-party cable, satellite and other distribution systems and the failure to renew, or the renewal on less favorable terms of, television carriage contracts (broadcasting agreements) with these third-party distributors may adversely affect the Pictures segment’s ability to generate advertising and subscription sales through these networks.
Sony invests in programs to incentivize wholesalers, retailers, and other resellers and third-party distributors to position and promote Sony’s products, but there is no assurance that these programs will provide a significant return or incremental revenue by persuading consumers to buy Sony products instead of competitors’ products.
The operating results and financial condition of many wholesalers, retailers, other resellers and third-party distributors have been adversely impacted by competition, especially from online retailers, and weak economic conditions. If their financial condition continues to weaken, they stop distributing Sony’s products, or uncertainty regarding demand for Sony’s products or other factors cause them to reduce their ordering, marketing, subsidizing, or distributing Sony’s products, Sony’s operating results and financial condition may be adversely impacted.
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As a global company, Sony is subject to a wide range of laws and regulations in many countries and a growing focus on sustainability efforts, including corporate social responsibility from external stakeholders including shareholders, consumers, local communities and non-governmental organizations (“NGOs”). Those laws and regulations, as well as external stakeholder and regulator focus, might change in significant ways, leading to an increase in the costs of Sony’s operations, a curtailment of Sony’s activities, and/or an adverse effect on Sony’s reputation.
As a global company, Sony is subject to the laws and regulations of many countries throughout the world that affect its business operations in a number of areas, including advertising, promotions, consumer protection, import and export requirements, anti-corruption, anti-trust, environmental protection (including decarbonizing regulations in connection with actions against climate change and regulations on the use and/or spillage of hazardous substances such as specific organic fluorine compounds), data privacy and data protection, product security, content and broadcast regulation, development and utilization of AI, intellectual property, labor, occupational health and safety, product liability, taxation (including taxes from certain revenue on digital services), foreign investment, government procurement, foreign exchange controls, and economic sanctions.
Compliance with these laws and regulations may be onerous and expensive. These laws and regulations continue to develop and may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business. Any such developments could occur frequently and without warning and could make Sony’s products or services less attractive to its customers, delay or prohibit introduction of new products or services in one or more regions or cause Sony to change or limit its business practices. For example, imposition of restrictive trade measures such as tariffs and export controls in the United States and elsewhere, as well as retaliatory actions against such measures, could result in increased customs duties applicable to Sony’s products or increased costs for procuring parts and components, and could limit or prohibit the sales of Sony’s products and services to certain of its current or potential customers, which may adversely affect Sony’s operating results and financial condition. In addition, changes in laws or regulations or the judicial interpretation thereof that Sony relies on or Sony is subject to in conducting its operations, including online operations, as well as Sony’s failure to anticipate such changes, may subject Sony to greater risk of liability, increase the costs of compliance, or limit Sony’s ability to engage in or expand certain operations or lead to discontinuance of certain operations. In addition, regulators in Europe and other countries are moving forward with legislation related to AI. As Sony develops and uses AI, there is a possibility that the cost of complying with these laws and regulations may increase.
Violation of applicable laws or regulations by Sony, its officers or employees, third-party suppliers, business partners or agents may subject Sony to monetary fines, penalties, legal judgments, restrictions on business operations and/or reputational damage. Additionally, there is a growing global focus by regulators and external stakeholders on sustainability efforts, including those relating to climate change and respect for human rights in supply chains, as well as increasing regulatory obligations of public disclosures regarding these matters. For example, there is increased attention on labor practices, including work environments at electronic component and product manufacturers and original equipment manufacturers/original design manufacturers (OEM/ODM) operating in Asia. Increased regulation or public pressure in this area could cause Sony’s compliance costs to increase, particularly since Sony uses many parts, components and materials to manufacture its products and relies on suppliers to provide these parts, components and materials. A finding of non-compliance, or the perception that Sony has not responded appropriately to growing external stakeholder concern for such issues, whether or not Sony is legally required to do so, may adversely affect Sony’s reputation, operating results and financial condition.
Sony must manage its large volume of and widespread procurement from third-party suppliers and business partners to control inventory levels, availability, costs and quality of parts, components, materials, software and network services within volatile markets.
Sony’s products and services rely on a large volume of third-party suppliers and business partners for parts, components, materials, software and network services, including semiconductors, chipsets for PlayStation® game consoles and mobile products, liquid crystal display (“LCD”) panels and the Android OS that is used in mobile products, televisions and services. As a result, external suppliers’ and partners’ supply shortages, fluctuations in pricing, quality issues, discontinued support, changes in business terms or prioritization of customers outside the electronics area or of Sony’s competitors can adversely affect Sony’s operating results, brand and reputation. Regarding the global shortage of semiconductors, which became pronounced from the latter half of the fiscal year ended March 31, 2021 through the first half of the fiscal year ended March 31, 2023, although global supply for semiconductors was stable as of the end of the fiscal year ended March 31, 2025, Sony’s operating results and financial condition could be affected if supply becomes restricted again. Reliance on third-party software and
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technologies may make it increasingly difficult for Sony to differentiate its products from competitors’ products. Also, shortages or delayed shipments of critical parts or components may result in a reduction or suspension of production at Sony’s or its business partners’ manufacturing sites, particularly where Sony is substantially reliant on one supplier, where there is limited production capacity for custom parts or components, or where there are initial manufacturing capacity constraints for products, parts or components that use new technologies.
Sony places orders for parts and components in line with production and inventory plans determined in advance based on its forecast of consumer demand, which is highly volatile and difficult to predict. Inaccurate forecasts of consumer demand or inadequate business planning can lead to a shortage or excess inventory, which can disrupt production plans and result in lost sales opportunities or inventory adjustments, respectively. Sony writes down the value of its inventory when the underlying parts, components or products have become obsolete, when inventory levels exceed the amount expected to be used, or when the value of the inventory is otherwise recorded at a value higher than net realizable value. Such lost sales opportunities, inventory adjustments, or shortages of parts and components have had and may have an adverse impact on Sony’s operating results and financial condition.
Sony’s sales, profitability and operations are sensitive to global and regional economic and political trends and conditions.
Sony’s sales and profitability are sensitive to economic trends in its major markets, such as inflation. In the fiscal year ended March 31, 2025, 17.3%, 31.9% and 20.3% of Sony’s sales and financial services revenue were attributable to Japan, the U.S. and Europe, respectively. These markets may be subject to significant economic downturns, resulting in an adverse impact on Sony’s operating results and financial condition. An actual or expected deterioration of economic conditions in any of Sony’s major markets may result in a decline in consumers’ consumption and adverse impacts on the businesses of commercial customers, resulting in reduced demand for Sony’s products and services.
In addition, Sony’s operations are conducted in many countries and regions around the world, and these international operations, particularly in certain emerging markets, can create challenges. For example, in the Entertainment, Technology & Services (“ET&S”), I&SS and G&NS segments, production and procurement of products, parts and components in China and other Asian countries and regions increase the time necessary to supply products to other markets worldwide, which can make it more difficult to meet changing customer demand in a timely manner. Further, in certain countries and regions, Sony may encounter difficulty in planning and managing operations due to unfavorable political or economic factors, such as armed conflicts, deterioration in foreign relations, changes in trade and tariff policies, non-compliance with expected business conduct and a lack of adequate infrastructure. If international or domestic political and military instability disrupts Sony’s business operations or those of its business partners Sony’s operating results and financial condition may be adversely affected. For example, as a response to the worsening of the situation in Ukraine and Russia that began in the fiscal year ended March 31, 2022, as of the date of this report, Sony has suspended its business in Russia. If this situation worsens further in the future, it could create global uncertainty, possibly leading to the worsening of Sony’s businesses in other regions or a deterioration in global economic conditions resulting in an adverse impact on Sony’s operating results and financial condition.
Foreign exchange rate fluctuations can affect Sony’s operating results and financial condition.
Sony’s operating results and financial condition are sensitive to foreign exchange rate fluctuations because many of Sony’s products are sold in countries other than the ones in which they were developed and/or manufactured. For example, within Sony’s electronics area, R&D and headquarters’ overhead costs are incurred mainly in yen, and manufacturing costs, including material costs, costs of procurement of parts and components, and costs of outsourced manufacturing services, are incurred mainly in U.S. dollars and yen. Sales are recorded in yen, U.S. dollars, euros, Chinese renminbi, and local currencies of other areas, including emerging markets. Consequently, foreign exchange rate fluctuations have had and may have an adverse impact on Sony’s operating results, especially when the yen weakens significantly against the U.S. dollar, when the yen strengthens significantly against the euro, or when the U.S. dollar strengthens against emerging market currencies. Sony’s operating results may also be adversely impacted by foreign exchange rate fluctuations since Sony’s consolidated statements of income are prepared by translating the local currency denominated operating results of its subsidiaries around the world into yen. Furthermore, as Sony’s businesses have expanded in China and other areas, including emerging markets, the impact of fluctuations of foreign currency exchange rates in these areas against the U.S. dollar and yen has increased. Mid- to long-term changes in exchange rate levels may interfere with Sony’s global allocation of resources and hinder Sony’s ability to engage in R&D, procurement, production, logistics, and sales activities while maintaining profitability.
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Although Sony seeks to reduce its exposure to foreign exchange risk by hedging a portion of its net short-term foreign currency exposure shortly before the transactions occur, such hedging activity may not offset, or may offset only a portion of, the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place.
Moreover, since Sony’s consolidated statements of financial position are prepared by translating the local currency denominated assets and liabilities of its subsidiaries around the world into yen, Sony’s equity capital may be adversely impacted when the yen strengthens significantly against the U.S. dollar, the euro and/or other foreign currencies.
Ratings downgrades or significant volatility and disruption in the global financial markets may adversely affect the availability and cost of Sony’s funding.
Sony’s credit ratings may be adversely impacted by unfavorable operating results and a decline in its financial condition. Any credit rating downgrades may, in turn, result in an increase in Sony’s cost of funding and may have an adverse impact on Sony’s ability to access commercial paper (“CP”) or mid- to long-term debt markets on acceptable terms.
Additionally, global financial markets may experience significant levels of volatility and disruption, generally putting downward pressure on financial and other asset prices and impacting credit availability. Historically, Sony’s primary sources of funds have been cash flows from operations, the issuance of CP and mid- to long-term debt, as well as borrowings from banks and other institutional lenders. There can be no assurance that such sources will continue to be available on acceptable terms or be sufficient to meet Sony’s needs.
As a result, Sony may seek other sources of financing to fund operations, such as the draw-down of funds from contractually committed lines of credit from financial institutions or the sale of assets, in order to repay CP and mid- to long-term debt as they become due, and to meet other operational and liquidity needs. However, such funding sources may also not be available at acceptable terms or be sufficient to meet Sony’s requirements. As a result, Sony’s operating results, financial condition and liquidity may be adversely affected.
Sony’s success depends on the ability to recruit, retain and maintain productive relations with diverse people who embrace a challenging spirit and possess the ambition to grow.
In order to continue to create content, develop services, design, manufacture, market, and sell products, in increasingly competitive markets, Sony must attract, retain and maintain productive relations with key personnel, both internally and externally, who possess high levels of expertise and broad experience, including its executive team, other management professionals, creative talent, and hardware and software engineers. However, such key personnel are in high demand. In addition, business divestitures, restructuring or other transformation initiatives may lead to an unintended loss of experienced employees or know-how. Actual or threatened work slowdowns or stoppages related to unionized workers, particularly in the entertainment field, could lead to delayed releases or cost increases. For example, in the Pictures segment, WGA and SAG-AFTRA went on strike from May to September 2023 and from July to November 2023, respectively. These strikes resulted in adverse effects such as an impact on Sony’s ability to produce content which has led to release date changes for some theatrical releases in Motion Pictures and delays in deliveries of television series in Television Productions. Furthermore, in Japan, with a declining workforce due to the falling birthrate and aging population, intensifying competition among companies for specialized talent, and rising labor costs, it may become difficult to secure the necessary talent if Sony’s HR system is inadequate in its design and operations. If these incidents occur or if Sony is unable to attract, retain and maintain productive relations with employees with high levels of expertise and broad experience as well as key management professionals, Sony’s operating results and financial condition may be adversely affected.
Sony’s intellectual property might be subject to unauthorized use or theft and it might encounter restrictions in its use of intellectual property owned by third parties.
Sony’s intellectual property might be subject to unauthorized use or theft. For example, digital technology, the availability of digital media, global internet penetration and the proliferation of AI technology, including generative AI, impact Sony’s ability to protect its copyrighted content from unauthorized duplication, digital theft and counterfeiting, putting pressure on legitimate sales of products and services. Sony has incurred and will continue to incur expenses to help protect its intellectual property rights; however, Sony’s various initiatives to prevent such unauthorized use or theft of intellectual property might not achieve their intended result, which could adversely affect Sony’s competitive position and the value of its investment in R&D. Additionally, Sony’s
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intellectual property rights may be challenged or invalidated, or such intellectual property rights may not be sufficient to provide Sony with competitive advantages.
Many of Sony’s products and services are designed, developed or manufactured under the license of patents and other intellectual property rights owned by third parties. Based upon past experience and industry practice, Sony believes it will be able to obtain or renew licenses relating to various intellectual property rights that its business needs in the future; however, such licenses may not be available at all or on acceptable terms, and as a consequence Sony may need to redesign or discontinue its marketing, selling or distribution of such products and services.
Claims have been and may be asserted against Sony that its products or services, including third-party parts, components, software and network services used in Sony’s products or services, infringe the intellectual property rights of other parties. Such claims may be asserted by competitors or by other rights holders, particularly as products and services evolve to include new technologies and enhanced functionality. Such claims might require Sony to enter into settlement or license agreements, pay significant damage awards, face an injunction or refrain from marketing, selling or distributing certain of its products and services.
The failure to prevent unauthorized use or theft of Sony’s intellectual property rights by third parties, the failure to enter into licenses for necessary third-party intellectual property rights, the invalidation of Sony’s intellectual property rights or the settlement of an infringement claim against Sony by others may adversely impact Sony’s reputation, operating results and financial condition.
Changes in consumer behavior resulting from new technologies and distribution platforms, as well as increasing concentration of digital music distributors and creation of content by distributors themselves, may adversely affect operating results in the Music and Pictures segments.
Technology, particularly digital technology, used in the Music and Pictures segments continues to evolve, rapidly leading to alternative methods and platforms for the discovery and consumption of digital content. These technological advancements have changed consumer behavior and empowered consumers to seek more control over when, where and how they consume digital content.
The prevalence of digital streaming networks and other new media may negatively impact traditional television and in-theater motion picture viewership, which could adversely affect operating results of the Pictures segment.
Furthermore, as more music and video content is consumed over digital streaming networks, digital music distributors are becoming increasingly concentrated, which may decrease the competitiveness of Sony’s music content and adversely affect its pricing. In addition, digital music and video distributors may increase the amount of content they create for their own services by leveraging technologies such as generative AI, which may reduce the demand for content created or produced by Sony. If Sony is unable to adequately respond to these changes or fails to effectively adapt to new market changes, Sony’s operating results and financial condition may be adversely impacted.
Changes in the regulation and performance of financial markets may adversely affect the operating results and financial condition of the Financial Services business, which will be classified as a discontinued operation.
The Financial Services business operates in industries subject to comprehensive regulation and supervision, including the Japanese insurance and banking industries. Future developments or changes in laws, regulations or policies may lead to increased compliance costs or limitations on operations in the Financial Services business. In addition, lending and borrowing between Sony’s subsidiaries that are part of the Financial Services business and other companies within the Sony Group is strictly limited by guidelines issued by regulatory agencies in Japan.
Changes in interest rates, foreign exchange rates, inflation rate and the value of Japanese government and corporate bonds, U.S. treasury bonds, equities, real estate and other asset classes as well as changes in the implied volatility of interest rates, stock prices and exchange rates may have an adverse effect on the operating results and financial condition of the Financial Services business. For example, the life insurance business has invested most of its general account assets in ultra-long-term Japanese government and corporate bonds, as well as ultra-long-term U.S. treasury bonds, to match the liability characteristics of the long-term maturity insurance policies it has underwritten. The life insurance business has guaranteed yields on outstanding policies while its investment portfolio could be reduced by the market changes discussed above. The banking business has invested
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most of its total loan balance, or over half of its total assets, in its mortgage loans account. An increase in non-performing loans or a decline in prices of the real estate collateral from the market changes discussed above or deterioration of credit quality may have an adverse effect on the operating results and financial condition through an increase in the allowance for credit losses.
The market changes discussed above, Sony’s management of these changes or the occurrence of earthquakes, pandemic disease or other catastrophic events in Japan could expose the life and non-life insurance businesses to increasing costs or adverse impact on their ability to satisfy insurance contract liabilities.
Insurance contract liabilities are calculated based on many actuarial assumptions that are uncertain. Significant changes to these actuarial assumptions and the market changes discussed above may have an adverse effect on the operating results and financial condition of the Financial Services business. The review of assumptions for insurance contract liabilities is required at the end of each reporting period.
As a result of a resolution at the meeting of Sony Group Corporation’s Board of Directors on May 14, 2025 on the plan for the execution of the Partial Spin-off of the Financial Services business, the Financial Services business has been classified as a discontinued operation, in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations,” from the first quarter of the fiscal year ending March 31, 2026. Refer to Note 33 of the consolidated financial statements for details.
Sony’s facilities and operations are subject to damage and disruption as a result of catastrophic disasters, outages, pandemic diseases, or similar events that could lead to supply chain, manufacturing and other business disruptions and have an adverse impact on Sony’s operating results.
Sony’s headquarters and many of Sony’s most advanced manufacturing facilities, including those for image sensors, are located in Japan, where the risk of earthquakes is relatively high. A major earthquake in Japan, especially in Tokyo, the Tokai area or the Kyushu and Tohoku areas, where Sony headquarters, certain electronics product manufacturing sites and image sensor manufacturing sites, respectively, are located, could cause substantial damage to Sony’s business operations, including damage to buildings, machinery, equipment and inventories, and the interruption of production at manufacturing facilities. For example, the earthquake of April 14, 2016 and subsequent earthquakes in the Kumamoto region in Japan caused damage to an image sensor manufacturing site in Kyushu, which interrupted production at the site.
In addition, offices and facilities used by Sony, its suppliers, service providers and business partners, including those used for network, telecommunications and information systems infrastructure, R&D, material procurement, manufacturing, motion picture and television production, logistics, sales, and online and other services are located throughout the world and are subject to possible destruction, temporary stoppage or disruption as a result of unexpected catastrophic events such as natural disasters, pandemic diseases (including COVID-19 and/or other infections), terrorist attacks, armed conflicts, large-scale power outages and large-scale fires. If any of these facilities or offices were to experience a significant loss as a result of any of the above events, it may disrupt Sony’s operations, delay design, development or production, interrupt shipments and postpone the recording of sales, and/or result in large expenses to repair or replace these facilities or offices. For example, if economic activity stagnates due to a future resurgence of pandemic diseases (including COVID-19 and/or other infections), it could adversely affect the procurement of components and raw materials, production, development, sale and distribution of Sony’s products and services, resulting in a negative impact on Sony’s operating results and financial position. In the G&NS segment, the production of hardware could be adversely affected again due to issues in the component supply chain. In the Music segment, in-person concerts and other events could be restricted again, causing related revenues to decrease. In the Pictures segment, if movie theaters are once again forced to close or limit their capacity, Sony’s theatrical revenues may decrease. Additionally, depending on the status of lockdowns or other anti-infection measures, as well as future increases in infections, Sony may be impacted by delays in the production schedules of new motion pictures and television programming, as well as decreased advertising revenue. The ET&S segment could continue to be adversely impacted by factory shutdowns or declines in factory utilization, supply chain issues and the closure of retail stores globally.
Sony may also be exposed to price increases for raw materials, parts and components, and lower demand from commercial customers. These situations may have an adverse impact on Sony’s operating results and financial condition. In addition, extreme weather conditions may become more severe and frequent as the temperature rises due to the effects of climate change, and such extreme weather conditions could heighten the risks and uncertainties noted above.
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Sony’s brand image, reputation and business may be harmed and Sony may be subject to legal claims if there is a breach or other compromise of Sony’s information security or that of its third-party service providers or business partners.
Sony, its third-party service providers, suppliers and other business partners make extensive use of information technology to support business operations, and to provide network and online services to customers. These operations and services, as well as Sony’s business information, may be intentionally or inadvertently compromised by malicious third parties, including state-sponsored organizations, criminal organizations, Sony’s officers or employees, third-party service providers or other business partners. Such organizations or individuals may use a variety and combination of techniques, such as installing malicious software, exploiting vulnerabilities in information technology, using social engineering to mislead officers, employees and business partners into disclosing passwords and sensitive information, coordinating distributed denial-of-service attacks and using generative AI, which can execute more automated, targeted, and coordinated cyberattacks, to render services unavailable. If suppliers and other business partners are subjected to these cyberattacks, they may become unable to supply parts, materials, and services to Sony, which could consequently impact Sony’s businesses. Sony has previously been the subject of cyberattacks. For further details, refer to “Item 16K. Cybersecurity.”
As cyberattacks become increasingly sophisticated and automated, and as tools and resources become more readily available, there can be no guarantee that Sony’s actions, security measures and controls designed to prevent, detect or respond to outside intrusion, limit access to data, prevent loss, destruction, alteration, or exfiltration of business information, or limit the negative impact from such attacks can provide absolute security. In addition, Sony’s officers and employees continue to work both in the office and at home. Although Sony takes measures to ensure that appropriate information security protections are in place for the remote workforce, there can be no guarantee that Sony’s actions, security measures and controls designed to prevent, detect or respond to outside intrusion, limit access to data, prevent loss, destruction, alteration, or exfiltration of business information, or limit the negative impact from such attacks, can provide absolute security. As a result, Sony’s business information, including personally identifiable information, may be lost, destroyed, disclosed, misappropriated, altered, or accessed without consent, and Sony’s information technology systems or operations, or those of its service providers or other business partners, may be disrupted. Malicious adversaries may also use unauthorized access to Sony’s networks as a platform to compromise Sony’s third-party business partners without Sony’s knowledge.
An information security incident could result in significant remediation costs for Sony. In addition, a disruption to Sony’s network and online services, information technology, or other compromise of its information security may have serious consequences to its business and operations, including lost revenues, damage to relationships with business partners and other third parties, disclosure, alteration, destruction or use of proprietary information and the failure to retain or attract customers. Moreover, such disruptions and breaches may result in a diversion of management’s attention and resources. Further, it may result in adverse media coverage, which may harm Sony’s brand image and reputation. Sony may also be subject to legal claims or legal proceedings, including regulatory investigations and actions. Sony’s cyber insurance may not cover all expenses and losses and, accordingly, such breaches or other compromises of Sony’s information security or that of its third-party service providers or business partners may have an adverse impact on Sony’s operating results and financial condition.
Sony’s reputation, operating results and financial condition may be adversely affected as a result of adverse outcomes of litigation and regulatory actions.
Sony faces the risk of litigation and regulatory actions in different countries in connection with its operations. Legal proceedings, including regulatory actions, may seek to recover very large indeterminate amounts or to limit Sony’s operations, and the possibility that they may arise and their magnitude may remain unknown for substantial periods of time. For example, legal proceedings, including regulatory actions, may result from antitrust scrutiny of market practices for anti-competitive conduct. A substantial legal liability or adverse regulatory outcome and the substantial cost to defend the litigation or regulatory actions may have an adverse effect on Sony’s reputation, operating results and financial condition.
Sony is subject to financial and reputational risks due to product quality, product security, and liability issues.
Sony’s products and services, such as consumer electronics products, non-consumer products, parts and components, semiconductors, software and network services are becoming increasingly sophisticated and complicated as rapid advancements in technologies occur and as demand increases for mobile products and online services. Also, many Sony products are connected to the internet, and regularly communicate with services provided by Sony or third parties.
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Sony’s efforts to adapt to rapid advancements in technologies and increased demand for mobile products and online services, while also maintaining product quality and product security, may not be successful and may increase exposure to product liability. As a result, Sony may incur both reputational damages and expenses in connection with, for example, product recalls and after-sales services. In addition, Sony may not be successful in introducing after-sales upgrades, enhancements or new features to existing products and services, or in enabling existing products and services to continue to conveniently and effectively integrate with other technologies and online services. Moreover, cyberattacks targeting internet-connected products have increased significantly. For example, customer information and Sony or third-party technical information may be misappropriated, the functionality of Sony’s products and services may be impaired, or Sony products may be used in denial-of-service attacks. There can be no guarantee that Sony’s security measures will prevent products from being compromised.
As a result, the quality of Sony’s existing products and services may not remain satisfactory to consumers and become less marketable, less competitive or obsolete, and Sony’s reputation, operating results and financial condition may be adversely affected. Moreover, allegations of security vulnerability, health and safety issues related to Sony products, or lawsuits related to product quality, health issues arising from products or product safety, regardless of merit, may adversely impact Sony’s operating results and financial condition, either directly or as a result of the impact on Sony’s brand image and reputation as a producer of high-quality products and services. These issues are relevant to Sony products sold directly to customers, whether manufactured by Sony or a third party, and also to products of other companies that are equipped with Sony’s components, such as semiconductors.
Sony’s financial results and condition may be adversely affected by its employee benefit obligations.
Sony recognizes a net defined benefit liability or asset for its defined benefit pension plans based on (i) the present value of defined benefit obligations (“DBO”) under each pension plan less (ii) the fair value of plan assets, in accordance with the accounting guidance for defined benefit plans. If the fair value of plan assets is in excess of the present value of DBO, the amount of any asset to be recognized is limited to the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan. Any decrease in the fair value of plan assets or increases in the present value of DBO due to a lower discount rate and changes in certain other actuarial assumptions may increase or decrease the net defined benefit liability or asset and may have an adverse effect on Sony’s financial results and condition.
Also, Sony’s financial results and condition could be adversely affected by future pension funding requirements pursuant to the Japanese Defined Benefit Corporate Pension Plan Act (the “Pension Plan Act”). Under the Pension Plan Act, Sony is required to conduct a periodic actuarial revaluation and to ascertain whether certain financial criteria have been met after the annual accounting closing. In the event that the fair value of plan assets falls below the actuarial reserve required by law and the shortfall may not be recovered within a certain moratorium period permitted by laws and/or special legislative decree, Sony may be required to make an additional contribution to its plans, which may reduce cash flows. Similarly, if Sony is required to make an additional contribution to a foreign plan to meet any funding requirements in accordance with local laws and regulations in each country, Sony’s cash flows might be adversely affected. If Sony is required to increase cash contributions to its pension plans when actuarial assumptions, such as an expected long-term rate of return of the plan assets, are updated for purposes of determining statutory contributions, it may have an adverse impact on Sony’s cash flows.
Further losses in tax jurisdictions where Sony has assessed deferred tax assets as unrecognized, the inability of Sony to fully utilize its deferred tax assets, limitations on the use of its deferred tax assets under local law, exposure to additional tax liabilities or changes in Sony’s tax rates could adversely affect Sony’s operating results and financial condition.
Sony is subject to income taxes in Japan and numerous other jurisdictions, and in the ordinary course of its business there are many situations where the ultimate tax determination can be uncertain, because of the transfer pricing for its intercompany transactions, and because Sony is subject to continuous review by tax authorities of numerous jurisdictions. The calculation of Sony’s tax provision and the carrying value of tax assets, including net operating loss carryforwards and tax credit carryforwards, require significant judgment and the use of estimates, including estimates of future taxable income. At the end of each reporting period, Sony reassesses unrecognized deferred tax assets and determines whether these assets should be recognized. As of March 31, 2025, the unrecognized deferred tax assets amounted to 232.6 billion yen. An increase in unrecognized deferred tax assets may have an adverse impact on Sony’s operating results and financial condition.
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Deferred tax assets are evaluated on a jurisdiction-by-jurisdiction basis. As of March 31, 2025, Sony and/or its subsidiaries had unrecognized deferred tax assets, principally in Japan for local taxes. Additionally, deferred tax assets could expire unused or otherwise not be realizable for a variety of reasons including the lack of sufficient taxable income in the appropriate jurisdiction. Sony’s operating results and financial condition could be adversely affected when the deferred tax assets expire unused.
In some jurisdictions, the use of net operating loss carryforwards or tax credits to reduce taxable income in a subsequent period is limited to a fixed percentage of taxable income or may only be used to offset taxes on income from certain sources. Thus, it is possible that even with significant net operating loss carryforwards or tax credits, Sony could record and pay taxes in a jurisdiction where it has taxable income.
Sony’s future effective tax rates may also be unfavorably affected by changes in both the statutory rates and the mix of earnings in countries with differing statutory rates or by other factors such as changes in tax laws and regulations or their interpretation, including minimum tax requirements and limitations or restrictions on various tax deductions and credits, including deductions for royalties and interest.
In addition to the above, Sony’s businesses may be subject to new forms of gross basis taxation and transactional taxes, including digital service taxes. Although such taxes may not directly impact Sony’s effective tax rate, they may nevertheless have an adverse impact on its operating results and financial condition.
Sony could incur asset impairment losses for goodwill, content assets and other intangible assets or other non-current assets.
Sony has a significant amount of goodwill, content assets, other intangible assets and other non-current assets, including production facilities and equipment. A decline in financial performance, market capitalization, reduced estimates of future cash flows, changes in global economic conditions or changes in estimates and assumptions used in the impairment analysis, which in many cases requires significant judgment, could result in impairment losses against these assets. Events or changes in circumstances which would indicate impairment include unfavorable variances from or adjustments to established business plans, significant changes in forecasted results or volatility inherent to external markets and industries. The increased levels of global competition and the faster pace of technological change to which Sony is exposed can result in greater volatility of these estimates, assumptions and judgments, and increase the likelihood of impairment losses. Any such loss may adversely affect Sony’s operating results and financial condition.
Holders of American Depositary Shares have fewer rights than shareholders and may not be able to enforce 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 American Depositary Shares (“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 Sony. However, ADS holders will not be able to bring a derivative action, examine Sony’s accounting books and records, or exercise appraisal rights through the depositary.
Sony Group Corporation is incorporated in Japan with limited liability. A majority of Sony’s directors and corporate executive officers are non-U.S. residents, and a substantial portion of the assets of Sony Group Corporation and the assets of Sony’s directors and corporate executive officers are located outside the U.S. As a result, it may be more difficult for investors to enforce against Sony Group Corporation or such persons, judgments obtained in U.S. courts predicated upon civil liability provisions of the federal and state securities laws of the U.S. or similar judgments obtained in other courts 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 and state securities laws of the U.S.
Prior notification under the Foreign Exchange and Foreign Trade Act of Japan may be required in the case of an acquisition by a foreign investor of a certain portion of our shares.
Because Sony is engaged in certain businesses designated by the Foreign Exchange and Foreign Trade Act of Japan (the “FEFTA”) and its related cabinet orders and ministerial ordinances (collectively, the “Foreign Exchange Regulations”), if a foreign investor intends to consummate an acquisition of shares of common stock
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of Sony Group Corporation and that acquisition constitutes an “inward direct investment” under the Foreign Exchange Regulations, the foreign investor, subject to certain exemptions, must file a prior notification of such inward direct investment with the Minister of Finance and any other competent Ministers. Under the Foreign Exchange Regulations, an “inward direct investment” includes an acquisition by a foreign investor of shares of common stock of Sony Group Corporation, the consummation of which results in such foreign investor, in combination with any existing shareholding, directly or indirectly holding 1% or more of the total number of issued shares of common stock or the total number of voting rights of Sony Group Corporation, unless certain exemptions apply.
If such prior notification is filed, the proposed acquisition may not be consummated until the prescribed screening period expires. In some cases, the Ministers may extend the screening period, and may recommend or order any modification or the abandonment of such acquisition. In addition, if certain conditions – including those prescribed in light of the national security of Japan – under the Foreign Exchange Regulations are met, the Ministers may order the foreign investor to divest the shares acquired or take other measures. Consequently, any proposed acquisition by a foreign investor of shares of common stock of Sony Group Corporation that constitutes an “inward direct investment” may not be consummated in an expected time frame in accordance with an intended plan, or at all.
Additionally, if a foreign investor directly or indirectly holds 1% or more of the total voting rights of Sony Group Corporation and, at a general meeting of shareholders, consents to certain proposals having a material influence on the management of Sony Group Corporation such as the (i) election of such foreign investor or any of its related persons (as defined in the Foreign Exchange Regulations) as a director of Sony Group Corporation or (ii) transfer or discontinuation of its business, such consent, subject to certain exemptions, also constitutes an “inward direct investment” requiring prior notification. If such prior notification is filed, such consent cannot be given until the prescribed screening period expires. As a result, such foreign investors may have difficulties giving such consent in accordance with an intended plan, or at all.
The discussion above is not exhaustive of all possible foreign exchange controls considerations that may apply to a particular investor, and potential investors are advised to satisfy themselves as to the overall foreign exchange controls consequences of the acquisition, ownership and disposition of shares of common stock or voting rights of Sony Group Corporation by consulting their own advisors. For a more detailed discussion on the requirements and procedures regarding the prior notifications under the Foreign Exchange Regulations, refer to “Exchange Controls” in “Item 10. Additional Information.”
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Item 4. | Information on the Company |
A. | History and Development of the Company |
Sony Group Corporation was established in Japan in May 1946 as Tokyo Tsushin Kogyo Kabushiki Kaisha, a joint stock company (Kabushiki Kaisha) under Japanese law. It changed its name to Sony Kabushiki Kaisha (“Sony Corporation” in English) in January 1958, and changed its name again to Sony Group Kabushiki Kaisha (“Sony Group Corporation” in English) in April 2021 in order to focus on its role as the headquarters of the Sony Group.
In December 1958, Sony Group Corporation was listed on the TSE. In June 1961, Sony Group Corporation issued American Depositary Receipts (“ADRs”) in the U.S.
In March 1968, Sony Group Corporation established CBS/Sony Records Inc. in Japan, as a 50-50 joint venture company between Sony Group Corporation and CBS Inc. in the U.S. In January 1988, the joint venture became a wholly-owned subsidiary of Sony Group Corporation, and in April 1991, changed its name to Sony Music Entertainment (Japan) Inc. (“SMEJ”). In November 1991, SMEJ was listed on the Second Section of the TSE.
In September 1970, Sony Group Corporation was listed on the New York Stock Exchange (the “NYSE”).
In August 1979, Sony Group Corporation established Sony Prudential Life Insurance Co., Ltd. in Japan, as a 50-50 joint venture company between Sony Group Corporation and The Prudential Insurance Company of America. In April 1991, the joint venture changed its name to Sony Life Insurance Co., Ltd. (“Sony Life”). In March 1996, Sony Life became a wholly-owned subsidiary of Sony Group Corporation.
In July 1984, Sony Magnescale Inc., a subsidiary of Sony Group Corporation, was listed on the Second Section of the TSE. The subsidiary changed its name to Sony Precision Technology Inc. in October 1996 and then to Sony Manufacturing Systems Corporation in April 2004. In April 2012, Sony Manufacturing Systems was merged into Sony EMCS Corporation. Sony EMCS Corporation changed its name to Sony Global Manufacturing & Operations Corporation in April 2016.
In July 1987, Sony Chemicals Corporation, a subsidiary of Sony Group Corporation, was listed on the Second Section of the TSE. The subsidiary changed its name to Sony Chemical & Information Device Corporation in July 2006, and changed its name again to Dexerials Corporation in October 2012.
In January 1988, Sony Group Corporation acquired CBS Records Inc., the music business division of CBS Inc. in the U.S. The acquired company changed its name to Sony Music Entertainment Inc. in January 1991 and then to Sony Music Holdings Inc. in December 2008.
In November 1989, Sony Group 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 1993, Sony Group Corporation established Sony Computer Entertainment Inc. in Japan. Sony Computer Entertainment Inc. changed its name to Sony Interactive Entertainment Inc. in April 2016.
In October 1995, Sony/ATV Music Publishing LLC (“Sony/ATV”) was formed as a 50-50 joint venture company between Sony Group Corporation and Michael Jackson. In September 2016, the joint venture became a wholly-owned subsidiary of Sony Group Corporation. In January 2021, Sony/ATV changed its name to Sony Music Publishing (US) LLC.
In January 2000, acquisition transactions by way of a share exchange were completed such that three subsidiaries which had been listed on the TSE — SMEJ, Sony Chemicals Corporation (currently Dexerials Corporation), and Sony Precision Technology Inc. (currently Sony Global Manufacturing & Operations Corporation) — became wholly-owned subsidiaries of Sony Group Corporation. In September 2012, Sony Group Corporation completed the sale of certain of its chemical products businesses, including Sony Chemical & Information Device Corporation (currently Dexerials Corporation) to Development Bank of Japan Inc.
In October 2001, Sony Ericsson Mobile Communications AB (“Sony Ericsson”), a 50-50 joint venture company between Sony Group Corporation and Telefonaktiebolaget LM Ericsson (“Ericsson”) of Sweden, was established. In February 2012, Sony acquired Ericsson’s 50% equity interest in Sony Ericsson. As a result of the acquisition, Sony Ericsson became a wholly-owned subsidiary of Sony and changed its name to Sony Mobile Communications AB.
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In October 2002, Aiwa Co., Ltd. (“Aiwa”), then a TSE-listed subsidiary, became a wholly-owned subsidiary of Sony Group Corporation. In December 2002, Aiwa was merged into Sony Group Corporation.
In June 2003, Sony Group Corporation adopted the “Company with Three Committees” corporate governance system in line with the revised Japanese Commercial Code then effective. (Refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees.”)
In April 2004, Sony Group Corporation established Sony Financial Holdings, Inc. (“SFH”), a financial holding company, in Japan. Sony Life, Sony Assurance Inc. (“Sony Assurance”), and Sony Bank Inc. (“Sony Bank”) became subsidiaries of SFH. In October 2007, SFH was listed on the First Section of the TSE in conjunction with the global initial public offering of shares of SFH by Sony Group Corporation and SFH. In September 2020, SFH became a wholly-owned subsidiary of Sony Group Corporation through Sony’s tender offer for the common shares and the related stock acquisition rights of SFH and the subsequent procedures for the purchase of all of SFH’s remaining common shares. In October 2021, SFH changed its company name to SFGI. In May 2023, Sony Group Corporation announced that it had begun an assessment of the Partial Spin-off of the Financial Services business and the listing of the shares of SFGI, and in February 2024, Sony Group Corporation obtained approval from the Minister of Economy, Trade and Industry of Japan regarding its Corporate Restructuring Plan for the Partial Spin-off of the Financial Services business based on the Act on Strengthening Industrial Competitiveness of Japan. In May 2025, Sony Group Corporation decided to submit a resolution for the execution of the Partial Spin-off of the Financial Services business, as of October 1, 2025, to the Board of Directors in early September 2025. After this execution, it is expected that Sony Group Corporation will hold slightly less than 20% of the shares of SFGI and SFGI will no longer be a consolidated subsidiary of Sony, but will become an affiliate of Sony accounted for using the equity method. (Refer to Note 33 of the consolidated financial statements.)
In April 2004, S-LCD Corporation (“S-LCD”), a joint venture between Sony Group Corporation and Samsung Electronics Co., Ltd. of Korea for the manufacture of amorphous thin film transistor LCD panels, was established in Korea. Sony’s stake in S-LCD was 50% minus 1 share. In January 2012, Sony sold all of its shares of S-LCD to Samsung Electronics Co., Ltd.
In August 2004, Sony combined its worldwide recorded music business, excluding its recorded music business in Japan, with the worldwide recorded music business of Bertelsmann AG (“Bertelsmann”), forming a 50-50 joint venture, SONY BMG MUSIC ENTERTAINMENT (“SONY BMG”). In October 2008, Sony acquired Bertelsmann’s 50% equity interest in SONY BMG. As a result of the acquisition, SONY BMG became a wholly-owned subsidiary of Sony. In January 2009, SONY BMG changed its name to Sony Music Entertainment (“SME”).
In December 2005, Sony Communication Network Corporation, a subsidiary of Sony Group Corporation, was listed on the Mother’s market of the TSE, and was later listed on the First Section of the TSE in January 2008. It changed its name to So-net Entertainment Corporation in October 2006, and changed its name again to So-net Corporation (“So-net”) in July 2013. In January 2013, Sony Group Corporation acquired all of the common shares of So-net through a tender offer and subsequent share exchange and, as a result of the acquisition, So-net became a wholly-owned subsidiary of Sony Group Corporation. So-net was renamed Sony Network Communications Inc. (“SNC”) in July 2016.
In June 2012, an investor group including Sony Corporation of America (“SCA”) established DH Publishing, L.P. (“EMI”) to own and manage EMI Music Publishing, which it then acquired. This acquisition resulted in Nile Acquisition LLC (“Nile”), of which SCA owned 74.9% and the Estate of Michael Jackson (the “Estate”) owned 25.1%, acquiring approximately 40% of the equity interest in EMI. In July 2018, Sony completed the acquisition of the Estate’s equity interest in Nile, resulting in Sony owning approximately 40% of the equity interest in EMI. In November 2018, Sony completed the acquisition of the remaining approximately 60% equity interest in EMI, resulting in EMI becoming a wholly-owned subsidiary of Sony. In January 2021, Nile changed its name to Sony Music Publishing LLC (“SMP”). SMP encompasses both the former Sony/ATV and EMI.
In April 2013, Sony Olympus Medical Solutions Inc. (“SOMED”), a medical business venture between Sony Group Corporation and Olympus Corporation, was established in Japan. Sony’s stake in SOMED is 51%.
In July 2014, Sony Group Corporation sold its personal computer (“PC”) business operated under the VAIO brand to Japan Industrial Partners, Inc.
In July 2014, pursuant to a separation of Sony’s businesses into distinct subsidiaries, the television business was split out and began operations as Sony Visual Products Inc.
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In October 2015, the video and sound business was split out and began operations as Sony Video & Sound Products Inc. (“SVS”).
In April 2016, the imaging and sensing solutions business was split out and began operations as Sony Semiconductor Solutions Corporation (“SSS”).
In April 2017, the imaging products and solutions business was split out and began operations as Sony Imaging Products & Solutions Inc. (“SIPS”), which completed the sequential separation of Sony’s business units into distinct subsidiaries.
In September 2017, Sony transferred its battery businesses to the Murata Manufacturing Co., Ltd. Group.
In April 2019, Sony Visual Products Inc. and SVS merged to become Sony Home Entertainment & Sound Products Inc. (“SHES”).
In April 2020, Sony established Sony Electronics Corporation, an intermediate holding company encompassing the electronics products and solutions businesses.
In April 2021, in connection with the above-mentioned launch of Sony Group Corporation, Sony Electronics Corporation, SHES, SIPS and Sony Mobile Communications Inc. were merged into one company, which was renamed Sony Corporation. Additionally, certain support functions for the electronics products and solutions businesses and the imaging products and solutions business that had been carried out by Sony Group Corporation were transferred to Sony Corporation and SSS.
In April 2022, due to a restructuring of the segments of the TSE, Sony Group Corporation moved from the First Section to the Prime Market of the TSE.
In July 2022, Sony Interactive Entertainment LLC acquired Bungie Inc. (“Bungie”), an independent videogame developer in the United States.
In September 2022, Sony Honda Mobility Inc. (“Sony Honda Mobility”), a joint venture in the mobility field between Sony Group Corporation and Honda Motor Co., Ltd., was established in Japan. Sony’s stake in Sony Honda Mobility is 50%.
Sony Group Corporation’s registered office is located at 7-1, Konan 1-chome, Minato-ku, Tokyo 108-0075, Japan, telephone +81-3-6748-2111. Its website is https://www.sony.com/en/.
The agent in the U.S. for purposes of this Item 4 is Sony Corporation of America, 25 Madison Avenue, 26th Floor, New York, NY 10010-8601 (Attn: Office of the General Counsel).
Sony files reports and other information with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the SEC’s rules and regulations that apply to foreign private issuers. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Sony’s electronic filings are available for viewing on this website, at https://www.sec.gov.
Principal Capital Investments
In the fiscal years ended March 31, 2024 and 2025, Sony’s capital expenditures were 882.6 billion yen and 867.8 billion yen, respectively. For a breakdown of principal capital expenditures and divestitures (including interests in other companies), refer to “Item 5. Operating and Financial Review and Prospects.” The funding requirements of such various capital expenditures are expected to be financed by cash provided principally by operating and financing activities or the existing balance of cash and cash equivalents.
In the fiscal year ended March 31, 2025, Sony invested approximately 268.7 billion yen in the I&SS segment. This investment included approximately 227.4 billion yen to increase image sensor production capacity.
B. | Business Overview |
The G&NS segment includes the production and sales of digital software and add-on content, the network services businesses and the manufacture and sales of home gaming products. The Music segment includes the Recorded Music, Music Publishing and Visual Media and Platform businesses. The Pictures segment includes the Motion Pictures, Television Productions and Media Networks businesses. The ET&S segment includes the Televisions business, the Audio and Video business, the Still and Video Cameras business, the smartphone
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business and the internet-related service business. The I&SS segment includes the image sensors business. The Financial Services segment primarily represents individual life insurance and non-life insurance businesses and the banking business in Japan. All Other consists of various operating activities, including the disc manufacturing and recording media businesses. Sony’s products and services are generally unique to a single operating segment.
Products and Services
Game & Network Services (G&NS)
Sony Interactive Entertainment LLC undertakes product research, development, design, marketing, sales, production, distribution and customer service for PlayStation® hardware, software, content and network services.
The G&NS segment includes the Digital Software and Add-on Content, Network Services and Hardware and Others categories. Digital Software and Add-on Content includes distribution of software titles and add-on content through the network by Sony Interactive Entertainment; Network Services includes network services relating to game, video and music content; and Hardware and Others includes home gaming consoles, packaged software, game software sold bundled with home gaming consoles, peripheral devices and first-party software for third-party platforms.
Music
Recorded Music:
“Recorded Music” includes the distribution of physical and digital recorded music and revenue derived from artists’ live performances and merchandising. SME, a global entertainment company, excluding Japan, is engaged primarily in the development, production, marketing and distribution of recorded music in all commercial formats and genres. SMEJ is an entertainment company mainly focused on the Japanese market, which includes a Japanese domestic recorded music business that produces recorded music and music videos through contracts with many artists in all music genres.
Music Publishing:
“Music Publishing” includes the management and licensing of the words and music of songs. SMP is a U.S.-based music publishing business that owns, administers and acquires rights to musical compositions, exploiting and marketing these compositions and receiving royalties or fees for their use.
Visual Media and Platform:
“Visual Media and Platform” includes the production and distribution of animation titles and game applications, and various service offerings for music and visual products. These businesses are operated primarily by SMEJ.
Pictures
Motion Pictures:
“Motion Pictures” includes the worldwide production, acquisition and distribution of live-action and animated motion pictures. SPE’s motion picture production organizations include Columbia Pictures, Screen Gems, TriStar Pictures, 3000 Pictures, Sony Pictures Animation, Stage 6 Films, AFFIRM Films, Sony Pictures International Productions, and Sony Pictures Classics. SPE also operates Sony Pictures Imageworks, a visual effects and animation unit, and manages a studio facility, Sony Pictures Studios, which includes post-production facilities.
Television Productions:
“Television Productions” includes the worldwide production, acquisition and distribution of programming, including scripted series, unscripted “reality” or “light entertainment,” daytime serials, game shows, animated series, made for television movies and miniseries and other programming.
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Media Networks:
“Media Networks” includes the operation of television networks and direct-to-consumer (“DTC”) streaming services worldwide. SPE’s television networks around the world include Sony Pictures Networks India, which operates television networks in India, and Game Show Network, LLC, which operates a U.S.-based network delivered on cable, satellite and other distribution platforms. Digital networks include Crunchyroll, a streaming service based in North America primarily focused on anime content, and SonyLIV, a general entertainment streaming service in India.
Entertainment, Technology & Services (ET&S)
TV and Audio & Video:
Sony Corporation undertakes product research, development, design, marketing, sales, production, distribution and customer services for televisions and video and sound products.
Still and Video Cameras:
Sony Corporation undertakes product research, development, design, manufacturing, sales, distribution and customer service for interchangeable lens cameras, compact digital cameras, consumer and professional video cameras.
Mobile Communications:
Sony Corporation undertakes product research, development, design, marketing, sales, production, distribution and customer services for mobile phones, accessories and applications. SNC provides internet broadband network services to subscribers as well as creates and distributes content through its portal services to various electronics product platforms such as PCs and mobile phones.
Imaging & Sensing Solutions (I&SS)
SSS and its subsidiary Sony Semiconductor Manufacturing Corporation undertake product research, development, design, manufacturing, marketing, sales, production, distribution and customer services primarily for complementary metal oxide semiconductor (“CMOS”) image sensors, in addition to display devices, lasers, large-scale integration systems (LSIs) and other semiconductors. These CMOS image sensors are used in a wide variety of applications, primarily smartphones, as well as other products such as digital cameras and security cameras, factory automation systems and automobiles.
Financial Services
SFGI conducts insurance, banking and other operations primarily through Sony Life, a Japanese life insurance company, Sony Assurance, a Japanese non-life insurance company, and Sony Bank, a Japanese internet-based bank, which are all wholly owned by SFGI.
In May 2025, Sony Group Corporation decided to submit a resolution for the execution of the Partial Spin-off of the Financial Services business, as of October 1, 2025, to the Board of Directors in early September 2025. After this execution, it is expected that Sony Group Corporation will hold slightly less than 20% of the shares of SFGI and SFGI will no longer be a consolidated subsidiary of Sony, but will become an affiliate of Sony accounted for using the equity method. (Refer to Note 33 of the consolidated financial statements.)
All Other
All Other consists of various operating activities, including the disc manufacturing business outside of Japan, and the recording media and storage media businesses.
Sales and Distribution
G&NS, ET&S and I&SS
In the G&NS segment, PlayStation® hardware and peripheral devices, software and content and network services are marketed and distributed by Sony Interactive Entertainment LLC, Sony Interactive Entertainment
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Inc. and Sony Interactive Entertainment Europe Ltd. Digital software, including add-on content, is primarily sold via the PlayStation Store, while software for third-party platforms is sold via third-party distributors. Hardware and physical software are sold both indirectly via third-party distributors as well as directly via Sony Interactive Entertainment’s proprietary DTC website. Additionally, Bungie carries out marketing and distribution of its software, content and merchandise under its own brand as an independent studio and publisher, with support from Sony Interactive Entertainment.
Sony’s products and services in the ET&S and I&SS segments are primarily marketed throughout the world under the trademark “Sony.”
In most cases, Sony’s products in the ET&S and I&SS segments are sold to sales subsidiaries of Sony Group Corporation located in or responsible for sales in various countries and territories. These subsidiaries then sell those products to unaffiliated local distributors and dealers or through direct sales, such as through the internet. Sony Corporation brings its mobile products to market through direct and indirect channels, such as third-party cellular network carriers and retailers, as well as through its own website. In some regions, certain products and services are sold directly to local distributors by Sony Group Corporation.
Sales of such products and services are particularly seasonal and vary significantly with the timing of new product introductions and the 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 mainly in the G&NS and ET&S segments due to demand during the year-end holiday season.
Japan:
Sony Marketing Inc. markets consumer electronics products mainly through retailers. It also markets professional electronics products and services. For electronic components, Sony sells products directly to wholesalers and manufacturers.
United States:
Sony markets its electronics products and services in these segments through Sony Electronics Inc. and other wholly-owned subsidiaries in the U.S.
Europe:
In Europe, Sony’s products and services in these segments are marketed through sales subsidiaries including Sony Europe B.V., which is headquartered in the United Kingdom and has branches in European countries.
China:
Sony markets products and services in these segments through Sony (China) Limited, Sony Corporation of Hong Kong Limited and other wholly-owned subsidiaries in China.
Asia-Pacific:
In Asia-Pacific, Sony’s products and services in these segments are marketed through sales subsidiaries including Sony India Private Limited, Sony Electronics of Korea Corporation, Sony Taiwan Limited and Sony Electronics Vietnam.
Other Areas:
In overseas areas other than the U.S., Europe, China and Asia-Pacific, Sony’s products and services in these segments are marketed through sales subsidiaries including Sony Brasil Ltda., Sony Middle East & Africa FZE in the United Arab Emirates and Sony de Mexico S.A.de C.V.
Music
SME and SMEJ develop, produce, market, and distribute recorded music in various commercial formats. SME and its affiliates conduct business globally under “Columbia Records,” “Epic Records,” “RCA Records” and other labels. SMEJ conducts business in Japan under “Sony Music Records,” “Epic Records Japan,” “SME Records,” “Ki/oon Music,” “Sony Music Associated Records” and other labels. In addition, SME produces, markets and distributes products related to its artists mainly through the merchandising company Ceremony of Roses.
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Sony owns and acquires rights to musical compositions, exploits and markets these compositions, receives royalties or fees for their use and conducts its music publishing business in countries other than Japan under the Sony Music Publishing name.
SMEJ creates artwork and produces packaged home entertainment products including music and games. It also organizes various events in Japan through Sony Music Communications Inc. and its affiliates. In addition, SMEJ produces, markets and distributes animation products and game applications based on animation titles through Aniplex Inc. (“Aniplex”).
Pictures
SPE generally retains all rights relating to the worldwide distribution of its internally produced motion pictures and television programming, including rights for theatrical exhibition, home entertainment distribution, pay and free television and digital exhibition and other markets. SPE also acquires distribution rights to motion pictures and television programming produced by other companies, and jointly produces and distributes motion pictures and television programming with other studios, television networks and production companies. These rights may be limited to particular geographic regions, specific forms of media or periods of time.
Within the U.S., SPE uses its own distribution service businesses, Sony Pictures Releasing and Sony Pictures Classics, for the U.S. theatrical release of its motion pictures and for the theatrical release of motion pictures acquired from and produced by others.
Outside the U.S., SPE generally distributes and markets motion pictures through one of its Sony Pictures Releasing International subsidiaries or affiliates. In certain countries, however, SPE has joint distribution or sub-distribution arrangements with other studios, or arrangements with independent local distributors or other entities.
The worldwide home entertainment and television distribution of SPE’s motion pictures and television programming (and product acquired or licensed from others) is handled through SPE’s Sony Pictures Home Entertainment/Television Distribution group. For home entertainment, product is distributed in various home media formats including Digital Distribution. Digital Distribution includes electronic sell-through and video-on-demand distributed on digital platforms, cable networks and direct broadcast satellite (“DBS”) providers. For television, SPE’s library of motion pictures and television programming is licensed to distributors such as broadcast television networks, digital platforms, cable networks and DBS providers. Digital platforms include subscription and advertising supported platforms (including Sony’s PlayStation™Network (“PSN”), Netflix and Amazon Prime Video).
SPE’s television networks and streaming services (including Crunchyroll, primarily in North America, Europe and Latin America, and SonyLIV in India) are distributed through digital platforms, cable, DBS providers and telecommunications companies to viewers around the world. These networks and services generate advertising, subscription and other ancillary revenues.
Financial Services
Sony Life conducts its life insurance business in Japan. Sony Life’s core business is providing death protection and other insurance products to individuals, primarily through a consulting-based sales approach utilizing its experienced team of Lifeplanner sales specialists as well as partner independent sales agents. Sony Life provides tailor-made life insurance products that are optimized for each customer. As of March 31, 2025, Sony Life employed 5,795 Lifeplanner sales specialists. Sony Life maintains an extensive service network which mainly consists of the Lifeplanner channel and the independent agent channel in Japan. The Lifeplanner channel is characterized by recruitment of high-caliber sales professionals from industries outside the life insurance industry, quality improvement through education and training, performance-linked compensation and high productivity. Lifeplanner sales specialists offer custom-made packages. Most of the agents in the independent agent channel are corporate and non-exclusive agents, primarily shop-style agents. Shop-style agents are a sub-channel of the independent agent channel, who offer insurance in local stores and provide customers with opportunities to compare various insurers’ products. To enhance Sony Life’s relationship with independent agents, Sony Life’s agency supporters provide independent agents with various support services, including recruiting, training and sales promotion activities. As part of its plan to expand its sales of individual annuity products, Sony Life established AEGON Sony Life Insurance Co., Ltd. (“AEGON Sony Life”) in August 2007 and SA Reinsurance (“SA Re”) in October 2009, both 50-50 joint venture companies with AEGON N.V. AEGON Sony Life and SA Re began operations in Japan in December 2009 and in Bermuda in January 2010,
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respectively. In January 2020, Sony Life acquired from AEGON International B.V. the remaining 50% stakes of AEGON Sony Life and SA Re, resulting in both AEGON Sony Life and SA Re becoming wholly-owned subsidiaries of Sony Life. AEGON Sony Life changed its trade name to Sony Life With Insurance Co., Ltd. (“Sony Life With”) on April 1, 2020. On April 1, 2021, Sony Life undertook an absorption-type merger with Sony Life With, with Sony Life as the surviving company. Furthermore, Sony Life completed the liquidation of SA Re in March 2023.
Sony Assurance has conducted a non-life insurance business in Japan since October 1999. Sony Assurance’s core business is providing automobile insurance and fire insurance products, as well as medical insurance and overseas travel insurance products, to individual customers, primarily through direct marketing via the internet and via telephone. The direct marketing business model employed by Sony Assurance enables it to improve operating efficiency and lower the costs of marketing and maintaining its insurance policies, creating savings which it passes on to policyholders in the form of competitively priced premiums.
Sony Bank has conducted banking operations in Japan since June 2001. As an internet bank focusing on the asset management and borrowing needs of individual customers, Sony Bank offers an array of products and services including yen and foreign currency deposits, investment trusts and mortgages. By using Sony Bank’s transaction channel, the “MONEYKit” service website, account holders can invest and manage assets over the internet according to their life plans. Additionally, Sony Bank transferred a portion of its shares of Sony Payment Services Inc. (“Sony Payment Services”), a payment service provider and consolidated subsidiary of Sony Bank, during the fiscal year ended March 31, 2024. As a result of the transaction, Sony Payment Services became an affiliate of Sony Bank accounted for using the equity method.
All Other
Sony DADC group offers Ultra HD Blu-ray™, Blu-ray Disc™, DVD and CD media replication services as well as digital and physical supply chain solutions to business customers. Sony Storage Media Solutions Corporation sells its storage media products through its own sales forces, as well as through Sony’s sales companies mentioned in the above description of Sales and Distribution for the G&NS, ET&S and I&SS segments.
Sales to External Customers by Geographic Area
The following table shows Sony’s consolidated sales to external customers in each of its major markets for the periods indicated.
Fiscal year ended March 31 | ||||||||||||
2023 | 2024 | 2025 | ||||||||||
(Yen in millions) | ||||||||||||
Japan |
2,126,508 | 3,027,526 | 2,244,356 | |||||||||
United States |
3,401,402 | 3,751,239 | 4,127,795 | |||||||||
Europe |
2,190,311 | 2,632,963 | 2,630,934 | |||||||||
China |
855,437 | 1,000,907 | 1,244,115 | |||||||||
Asia-Pacific |
1,563,414 | 1,659,776 | 1,640,582 | |||||||||
Other Areas |
837,301 | 948,357 | 1,069,282 | |||||||||
|
|
|
|
|
|
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Total |
10,974,373 | 13,020,768 | 12,957,064 | |||||||||
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Sources of Supply
Sony procures parts, components and raw materials 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. Sony has a general policy of maintaining multiple suppliers for important parts and components.
When parts, components and raw materials become scarce, it not only causes production costs to rise but also may affect production. For example, semiconductors, LCD panels and other components, which are used in multiple applications, can influence Sony’s performance when the availability of such parts and components is significantly limited. Additionally, rising energy costs and market prices, and trade-related costs may cause prices of parts, components and raw materials to increase, which may adversely affect Sony’s financial results. Regarding raw materials, the market price of resin, sheet steel and copper, which are widely used in mechanical parts, electronic parts and components, may also fluctuate because of market factors such as the balance of supply and demand, and such fluctuations may impact the cost of those parts and components.
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After-Sales Service
Sony provides repair and servicing functions in the areas where its G&NS, ET&S and I&SS products are sold. Sony provides these services through its own online support network, call centers, service centers, factories, authorized independent service centers, authorized servicing dealers and subsidiaries.
In line with industry practices of these businesses, almost all of Sony’s consumer-use products that are sold in Japan carry a warranty, generally for a period of one year from the date of purchase, covering repairs, free of charge, in the case of a malfunction in the course of ordinary use of the product. Warranties outside of Japan generally provide coverage for various periods of time depending on the product and the area in which it is marketed. In the case of broadcast- and professional-use products, Sony maintains support contracts with customers in addition to warranties.
To further help ensure customer satisfaction, Sony maintains customer information centers in its principal markets and web support information for all markets.
Patents and Licenses
Sony has a number of Japanese and foreign patents relating to its products and services. Sony is licensed to use a number of patents owned by others, covering a wide range of products and services. Certain of these licenses are important to Sony’s business. Sony products that employ Blu-ray Disc™ player functionality, including PlayStation®4 and PlayStation®5 (“PS5™”) hardware, are substantially dependent upon patents that relate to technologies specified in the Blu-ray Disc™ specifications and are licensed by Via Licensing Alliance LLC. Sony considers its overall license position beneficial to its operations.
Competition
In each of its principal product lines and services, 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 and services in which it is engaged, although the strength of its position varies with products and markets. Refer to “Risk Factors” in “Item 3. Key Information.”
G&NS, ET&S, I&SS and All Other
Sony believes that its product planning and product design expertise, the high quality of its products, its record of innovative product introductions and product improvements, the user experience it provides and the ecosystem that supports such an experience, its price competitiveness derived from reductions in manufacturing and indirect costs, and its extensive marketing and servicing efforts are important factors in maintaining its competitive position. Continuing to provide high-value added products, services and experiences is a key factor by which Sony aims to differentiate itself in these highly competitive markets. Sony believes that the success of the G&NS businesses is determined by the availability of attractive software titles and related content, downloadable content, network services and peripherals. In the I&SS segment, Sony puts significant effort into keeping Sony’s strong competitive position by investing in R&D and production capacity, while also trying to avoid overinvesting and increasing fixed costs by carefully monitoring customer demand, market trends and demand for end-user products.
Music
Success in the music industry is dependent to a large extent upon the artistic and creative abilities of artists, producers and employees and is subject to the vagaries of public taste. The Music segment’s future competitive position depends on its continuing ability to attract and develop artists and products that can achieve a high degree of public acceptance as well as offer efficient services. In addition, Sony believes that the success of the Music segment’s animation products and game applications business, Aniplex, is largely dependent on the creative talent of game producers and developers, and is also subject to the vagaries of public taste.
Pictures
SPE faces intense competition from all forms of entertainment and other leisure activities to attract the attention of audiences worldwide. SPE competes with other motion picture studios and production companies to obtain story rights and talent, including writers, actors, directors and producers, which are essential to the success of SPE’s products. SPE competes with other companies, in particular technology companies, who are expanding
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into the production or distribution of film and television programing. In motion picture production and distribution, SPE faces competition to obtain exhibition and distribution outlets and optimal release dates for its products. In addition, SPE faces competition to acquire motion pictures and television programming from third parties. In television production and distribution, competition arises from the increasing fragmentation of audiences among broadcast and cable networks, digital platforms, DBS providers and other outlets both within and outside of the U.S. Furthermore, broadcast networks in the U.S., or their affiliated production companies, continue to produce their own shows internally, and major streaming services in and outside the United States are producing more content themselves or acquiring content from affiliated production companies. This competitive environment may result in fewer opportunities to produce shows for such networks and services, and may contribute to shorter lifespans for ordered shows that do not immediately achieve favorable ratings. SPE’s worldwide television networks compete for viewers with broadcast and cable networks, DBS providers, digital platforms and other forms of entertainment. The number of networks around the world continues to drive competition for advertising and subscription revenues, acquisition of programming, and distribution of SPE’s television networks by cable, DBS providers, digital platforms and other distribution systems.
Financial Services
In the Financial Services segment, Sony faces strong competition in the financial services markets in Japan.
Sony Life competes not only with traditional insurance companies in Japan but also with other companies including online insurance companies, foreign-owned life insurance companies and a number of Japanese cooperative associations.
Sony Assurance competes against insurers that sell their policies through sales agents as well as insurers that, like Sony Assurance, primarily sell their policies through direct marketing via the internet and via telephone.
Some of the competitors in the life insurance and non-life insurance businesses have advantages over Sony including:
• | greater financial resources and financial strength ratings; |
• | greater brand awareness; |
• | more extensive marketing and sales networks, including through tie-ups with other types of financial institutions; |
• | more competitive pricing; |
• | larger customer bases; and |
• | a wider range of products and services. |
Sony Bank has focused on providing retail asset management and mortgage services for individuals, and faces significant competition in Japan’s retail financial services market. Sony Bank competes with traditional banking institutions, regional banks, trust banks, non-bank companies, and newer financial groups providing online full-services of bank and brokerage in Japan.
In the Financial Services segment, it is important to maintain a strong and sound financial foundation for the business as well as to meet diversifying customer needs. Sony Life and Sony Assurance have maintained a solvency margin ratio required by the Japanese domestic criteria. Sony Bank has maintained a sufficient capital adequacy ratio required by the Japanese domestic criteria.
Government Regulations
Sony’s business activities are subject to various governmental regulations in different countries in which it operates, including regulations relating to: various business/investment approvals; trade affairs, including customs, import and export control; competition and antitrust; anti-bribery; advertising and promotion; intellectual property; broadcasting, consumer and business taxation; foreign exchange controls; economic sanctions; personal information protection; product safety; labor; human rights; conflict; occupational health and safety; environmental; and recycling requirements.
In Japan, Sony’s insurance businesses are subject to the Insurance Business Act and approvals and oversight from the Financial Services Agency (“FSA”). The primary purpose of the Insurance Business Act and related
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regulations is to protect policyholders, not shareholders. The Insurance Business Act specifies the types of businesses insurance companies may engage in, imposes limits on the types and amounts of investments that can be made and requires insurance companies to maintain specified reserves and a minimum solvency margin ratio. In particular, life insurance companies must maintain a premium reserve (for the portion of their portfolio other than unearned premiums), an unearned premium reserve, a reserve for refunds with respect to certain insurance contracts of life insurance companies specified in the Insurance Business Act’s regulations, and a contingency reserve in amounts not lower than the amount of the “standard policy reserve” as set forth by the regulatory guidelines. The FSA maintains a solvency standard which is used by Japanese regulators to monitor the financial strength of insurance companies. Non-life insurance companies are also required to provide a policy reserve. Sony Bank is also subject to regulation by the FSA under the Banking Act of Japan, including the requirement that it maintain a minimum capital adequacy ratio in accordance with capital adequacy guidelines adopted by the FSA based on the Basel III agreement. The FSA has broad regulatory powers over insurance and banking businesses in Japan, including the authority to grant or revoke operating licenses and to request information and conduct onsite inspections of books and records. Sony’s subsidiaries in the Financial Services segment are subject to the Insurance Business Act and the Banking Act that require insurance and banking business companies to maintain their financial credibility and to secure protection for policyholders and depositors in view of the public importance of insurance and banking services. As such, lending and borrowing between subsidiaries in the Financial Services segment and the other companies within Sony Group is strictly limited.
In addition, Sony’s telecommunication businesses in Japan are subject to approvals and oversight from the Ministry of Internal Affairs and Communications, under the Telecommunications Business Act and other regulations related to the internet businesses and communication methods in Japan.
Social Responsibility Regulations Such as Environmental and Human Rights Regulations
Sony monitors, evaluates, and complies with laws and regulations that may affect its global operations and purchasing activities with respect to social responsibility, such as environmental, human rights, labor, and occupational health and safety issues. For example, Sony has taken steps to address upcoming regulations or governmental policies related to (i) climate change including carbon disclosure, greenhouse gas (“GHG”) emission reduction, carbon taxes and product energy efficiency; (ii) reporting on material sustainability matters relevant to Sony’s business activities; and (iii) mandatory human rights and environmental due diligence throughout Sony’s value chain.
Also refer to “Risk Factors” in “Item 3. Key Information.”
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Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities sanctioned under programs relating to terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.
Sony is aware that certain transactions during the fiscal year ended March 31, 2025, as described below, may be disclosable pursuant to Section 13(r) of the Exchange Act.
• | Sony’s representative office in Tehran, Iran, which was established in 1992, has been closed and has been under liquidation processes since before the beginning of the fiscal year ended March 31, 2014. In the course of liquidation, Sony engages in certain incidental transactions (for example, permits, taxes, and similar matters incidental to the wind-down of the office in Iran) with Iranian government-owned entities. No material revenues or profits are associated with these transactions with the Iranian government-owned entities. |
Sony is not aware of any other activity, transaction or dealing by Sony Group Corporation or any of its affiliates during the fiscal year ended March 31, 2025 that is disclosable in this report under Section 13(r) of the Exchange Act. As of the date of this report, Sony does not anticipate that any activity, transaction or dealing that may be disclosable will be conducted during the fiscal year ending March 31, 2026, except as described above in connection with the wind-down of its representative office in Iran. Nevertheless, Sony continues to monitor developments in this area as sanctions against Iran continue to evolve, and assess whether and to what extent such sanctions may affect Sony’s business activities, which Sony intends to conduct in accordance with applicable laws and regulations.
Sony believes, and maintains policies and procedures designed to ensure that, its transactions with Iran and elsewhere have been conducted in accordance with applicable economic sanctions laws and regulations and do not involve transactions likely to result in the imposition of sanctions or other penalties on Sony. However, there can be no assurance that Sony’s policies and procedures will be effective, and if the relevant authorities were to impose penalties or sanctions against Sony, the impact of such sanctions could be material.
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Sustainability Disclosure
Sony’s Basic Policy for Sustainability Initiatives
Sony Group Corporation has established the following basic policy on sustainability with the approval of the Board of Directors:
Sony manages diverse businesses with people at the core, and aims for sustainable value creation based on such diversity and mid- to long-term growth in the Sony Group’s corporate value under its Purpose to “fill the world with emotion, through the power of creativity and technology,” and its Corporate Direction of “getting closer to people.” In order to have people connected to each other through emotion, it is necessary to create a society in which everyone can live with peace of mind in a healthy global environment. Sony acts with due consideration of the impact of its business activities on stakeholders, including shareholders, customers, employees, suppliers, business partners, local communities and other organizations as well as the global environment, and focuses on building trust with stakeholders through dialogue. Through innovation and sound business practice, Sony endeavors to enhance its corporate value and contribute to the development of a sustainable society.
(1) Organizational Structure for Sustainability Initiatives and Efforts
<Organizational structure>
Sony Group Corporation has established the Sustainability Department under the supervision of the Senior Executive in charge of Sustainability. The Sustainability Department promotes various sustainability-related initiatives throughout the Sony Group in cooperation with each business unit and operating company (“Business Unit(s)”) and other corporate divisions, including Compliance, Human Resources, Corporate Planning & Control, Finance and Legal (“Relevant Divisions”).
The Senior Executive in charge of Sustainability regularly reviews and assesses risks and engages in detection, communication, evaluation and response for the risk of loss related to sustainability. The Sustainability Department reports to the Board of Directors at least once a quarter on sustainability initiatives and their progress. In addition, as part of reporting on each Business Unit’s mid-range plan, the Board of Directors receives reports from each Business Unit on the sustainability challenges and opportunities relevant to their respective business operations and their efforts in those areas.
Also refer to “Risk Factors” in “Item 3. Key Information” for the risks related to sustainability.
<Sony’s sustainability efforts>
The Sustainability Department, operating under the above structure and the aforementioned “Sony’s Basic Policy for Sustainability Initiatives,” strives to spread this policy across Sony’s business operations. Through dialogue with stakeholders and materiality analysis, the Sustainability Department identifies sustainability issues that need to be addressed by the Sony Group as a whole. Additionally, the Sustainability Department promotes the group-wide sustainability initiatives by formulating relevant Group policies on identified sustainability issues, including a long-term environmental plan, “Road to Zero,” and communicating across the Sony Group by collaborating with the Senior Executives in charge of Sony’s headquarters functions and the Relevant Divisions.
The Business Units consider sustainability issues and opportunities for their respective businesses, and implement sustainability-related initiatives that align with their respective business characteristics. In addition, the Business Units, consulting with the Sustainability Department, have introduced key performance indicators (“Sustainability KPIs”), which measure the Business Units’ sustainability efforts. The Sustainability KPIs are incorporated into the Business Units’ performance evaluations, and the Sustainability Department evaluates the status of achievement of such Sustainability KPIs. Additionally, achievement of the Group Sustainability Evaluation is incorporated into one of the indicators for Senior Executives’ remuneration linked to business results. The Group Sustainability Evaluation is an evaluation of efforts by Senior Executives to enhance the mid- to long-term corporate value and sustainable growth of the Sony Group as a whole, not limited to their respective businesses and organizations, including management succession and investment in human capital, sustainability initiatives related to social value creation and ESG (Environment, Social, Governance), value creation through collaborations among the businesses of the Sony Group, and engagement indicators based on employee surveys.
In the fiscal year ended March 31, 2025, Sony hosted the Sustainability Small Meeting for its investors as well as the Sustainability Media Briefing in order to foster a deeper dialogue with stakeholders regarding sustainability. In addition, a global sustainability conference was held, where the Senior Executive in charge of
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Sustainability, the Senior Executive in charge of Human Resources, and personnel in charge of sustainability from the Business Units came together to confirm and share sustainability initiatives for the Business Units and their progress on the Sustainability KPIs.
For the fiscal year ended March 31, 2025, the Sustainability KPIs included reducing the power consumption of Sony’s products, reducing GHG emissions in Sony’s manufacturing processes, implementing environmental awareness-raising activities using Sony’s content IP, and improving product and service accessibility.
<Materiality analysis as a prerequisite for the above efforts>
In order to ensure that Sony’s sustainability initiatives can address changes in the social environment and the expectations of stakeholders from a mid- to long-term perspective, the Sustainability Department, under the supervision of the Senior Executive in charge of Sustainability, analyzes and identifies material topics for the Sony Group and periodically reviews their importance. Sony defines material topics as “important topics that are related to sustainability, impact Sony’s value creation, and are determined with longer-term social change and diverse stakeholder needs in mind.” The Sustainability Department most recently refreshed the materiality analysis in the fiscal year ended March 31, 2023 and evaluated sustainability issues which are highly relevant to Sony, including items that have a negative impact on Sony’s value creation, from the perspectives of their importance to both Sony and its stakeholders.
The importance of topics from Sony’s perspective is evaluated from the perspective of positive or negative impact on Sony’s ability to create value over the mid- to long-term, while the importance of topics from the stakeholders’ perspective is evaluated based on information published by NGOs, investors, rating agencies, mass media and other sources.
(2) Sustainability Strategies
As a result of the above materiality analysis, Sony has identified the following important topics that should be prioritized across the Sony Group after review by the Senior Executives in charge of Sony’s headquarters functions and the Board of Directors.
• | Climate Change |
Under the “Road to Zero,” a long-term environmental plan established in 2010 that aims to achieve a zero environmental footprint for the entire Sony Group by the year 2050, Sony is promoting environmental impact reduction activities in each of the following four perspectives: climate change, resources, chemical substances, and biodiversity. In May 2022, Sony announced that it had determined to accelerate its environmental impact reduction activities in the climate change area and to push its goal of achieving a net-zero footprint throughout the entire value chain, moving the target year from 2050 to 2040. Sony’s net-zero (*1) target for 2040 was approved as the net-zero target for the Science Based Targets initiative (“SBTi”) (*2) in August 2022. In April 2025, Sony Group Corporation established “Green Management 2030,” the Group’s new medium-term environmental targets (*3) effective from the fiscal year ending March 31, 2027 through the fiscal year ending March 31, 2031.
*1 | Sony’s net-zero target follows the SBTi Corporate Net-zero Standard below: |
(a) | reducing Scope 1, 2 and 3 emissions to zero or a residual level consistent with reaching net-zero emissions at the global or sector level in eligible 1.5°C scenarios or sector pathways; and |
(b) | neutralizing any residual emissions at the net-zero target date – and any GHG emissions released into the atmosphere thereafter. |
*2 | Science Based Targets initiative (SBTi) is a global initiative that encourages companies to set science-based targets to reduce their GHG emissions toward the goal of limiting the increase in global average temperature due to climate change to 1.5°C above pre-industrial levels. |
*3 | Sony is working toward achieving its long-term environmental plan, the “Road to Zero,” by setting medium-term (five-year) environmental targets. Sony is currently engaged in initiatives focused on reducing environmental impact to achieve the goals set under “Green Management 2025” for the fiscal year ended March 31, 2022 through the fiscal year ending March 31, 2026. |
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Sony’s interim goals for the above 2040 net-zero target are as follows:
1. | By 2030, Sony aims to make direct and indirect GHG emissions (Scopes 1 and 2) of its own business operations net-zero. For other emissions originating from stages such as products, supply chains, and logistics (Scope 3), Sony aims to reduce GHG emissions during product use by 45% compared to the fiscal year ended March 31, 2019 by 2035. By 2040, Sony aims to achieve net-zero emissions in all Scopes. |
2. | By 2030, Sony aims to achieve 100% renewable electricity used at its own business sites. The percentage of electricity use derived from renewable energy targeted to be achieved as of the end of the fiscal year ending March 31, 2026 has been set at 35%. |
To achieve the targets in 1 and 2 above, Sony intends to implement the following measures.
• | Continuous reduction of environmental impact at Sony Group’s own business sites: Acceleration of energy saving, installation of solar power generation equipment, and introduction of renewable energy throughout the Sony Group. Virtual PPA (Power Purchase Agreement) using the FIP (Feed-in-Premium) system in Japan. |
• | Promotion of energy-efficient products: Acceleration of initiatives to reduce annual power consumption of Sony products. |
• | Strengthening efforts with partners: Encouragement of business partners engaged in parts, materials and finished product manufacturing to manage their GHG emissions, save energy, and convert to renewable energy. |
• | Contribution to carbon removal/fixation (*4): Exploration of investments in start-ups engaged in carbon removal, and development of an index integrating biodiversity and carbon fixation associated with augmented ecosystem businesses, such as Synecoculture™ (*5) being rolled out by SynecO, Inc. |
*4 | Process by which carbon from the atmosphere is converted into organic compounds. |
*5 | Synecoculture is a trademark of Sony Group Corporation. |
• | Diversity |
Refer to “(3) Human Capital Strategies, Metrics and Targets” for diversity strategies.
• | Respect for Human Rights |
Through the “Sony Group Human Rights Policy,” Sony is committed to respecting the internationally recognized human rights of individuals potentially affected by its business activities throughout its value chain. Sony also strives to avoid causing or contributing to adverse human rights impacts that may arise from its operations, products, services and/or business relationships, and is dedicated to taking reasonably necessary actions to help remediate any impacts that may occur.
Sony has established and implemented Group policies for specific areas, such as the “Sony Supply Chain Code of Conduct” which sets forth the code of conduct for Sony’s own manufacturing sites and suppliers of electronics products, with the aim to work towards a responsible supply chain, and the “Sony Group AI Ethics Guidelines,” which guide all Sony officers and employees to utilize AI and/or conduct AI-related R&D in a manner that conforms with Sony’s values and emerging social norms. Sony conducts human rights risk impact assessments in line with the frameworks regarding human rights due diligence set out in the United Nations Guiding Principles on Business and Human Rights (UNGP) issued by the United Nations Human Rights Council and the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct. After identifying potential human rights risks by considering the characteristics of each business operation and the value chains important to each business, the assessments further identified three areas as priority areas for enhancing initiatives throughout the Sony Group: responsible supply chains, respect for diversity and responsible development and use of technologies. For issues where significant adverse human rights impacts are identified or are of concern in these priority areas, Sony promotes initiatives to prevent or mitigate those impacts for each of these areas. In the fiscal year ended March 31, 2025, each Business Unit conducted a human rights risk impact assessment to review the specific human rights risks inherent to each business segment and the current status of initiatives addressing these risks. This assessment aimed to evaluate the need for improvements or new measures and to reassess the human rights issues that each Business Unit should prioritize. The assessments were carried out by each Business Unit, utilizing the evaluation criteria established by the Sustainability Department, and
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incorporating insights from external experts or relevant internal departments. In December 2024, the Sustainability Department received reports from each Business Unit on the key areas of focus, the status of initiatives, and future plans for each Business Unit during an internal global conference.
• | Technology for Sustainability |
Sony supports technological development that helps businesses grow and innovation that betters society and industry for the future.
For example, Sony is working to reduce the environmental impact of its products through the development of environmentally-conscious materials and technologies to reduce power consumption. Furthermore, in order to address issues such as the proliferation of fake images and false information due to the rapid development of generative AI models, and to enhance the reliability of image content, Sony Corporation has begun to provide certain media agencies and photojournalists with Camera Authenticity Solutions that verify the authenticity of images in compliance with the Coalition for Content Provenance and Authenticity’s (C2PA) (*6) standard and through the use of Sony’s proprietary in-camera digital signature.
*6 | A standards-setting organization that develops open standards and technical specifications for the provenance and authenticity of digital content. |
(3) Human Capital Strategies, Metrics and Targets
<Sony’s “Diversity” and People Philosophy>
Starting from its origins in the electronics business in 1946, Sony expanded into semiconductors with the development of Japan’s first transistor. Sony then expanded into new businesses in various ways: the music and the financial services businesses through joint ventures with foreign companies, the motion pictures business through the acquisition of a foreign company, and the gaming business through a joint venture within the Sony Group, while continuing to evolve as a company composed of multiple business units. Half of Sony’s six main business segments are headquartered in the U.S. and supported by a tailored organizational structure for optimal global operations.
The development and growth of the businesses to date have been based on the values that have been passed down since Sony’s founding: an insatiable appetite for new challenges and a respect for diversity. The intersection of employees with diverse backgrounds drives the creation of new businesses, and the diversification of the businesses expands opportunities for active employee involvement. This fosters mutual growth for both employees and Sony. Sony considers the diversity of its businesses and people as drivers for value creation, along with creativity and technology. Sony has approximately 112,000 employees worldwide who have varied backgrounds and experiences. Employee diversity constitutes a driving force behind the growth of each business. In alignment with Sony’s Purpose, Sony’s diverse employees connect and intersect across businesses and regions, fusing technology and creativity to create new value.
Sony’s People Philosophy, “Special You, Diverse Sony,” represents Sony’s approach to employees, and conveys the message that each unique individual and Sony, which embraces diversity, will continue to grow together, centered on its shared Purpose. The group-wide People Strategy based on the People Philosophy is defined as: “Attract talented individuals,” “Develop talented individuals,” and “Engage talented individuals.” Sony aims for the growth of the Sony Group by responding to employees’ desire for a fulfilling work experience and prioritizing measures that inspire them to embrace challenges and pursue personal growth, thereby unlocking their full potential. Regarding specific initiatives, authorized HR executives within each business unit formulate and implement tailored HR measures that align with the characteristics of their respective businesses and regions.
<“Diverse Perspectives” and Key Focus Areas for Achieving the Fifth Mid-Range Plan>
Sony has adopted the key phrase “diverse perspectives,” which signifies the different viewpoints of each individual, as a core principle to put its People Philosophy into practice. Recognizing that a diverse workforce has long been the foundation for creating and supporting a wide range of businesses, Sony has identified the key elements needed to remain an organization that embraces diverse perspectives. These are: Diversity of People—bringing together people of all backgrounds; Diversity of Experience—encouraging collaboration among individuals from different fields, and enabling employees to gain new experiences by working internationally or across business areas; and finally, Leadership and Corporate Culture that Embraces Diverse Perspectives—leaders who draw on the unique strengths of individuals to guide the organization, and a culture that welcomes a variety of perspectives and values. These principles are reflected in the Sony Group’s human resource initiatives.
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Sony’s fifth mid-range plan, launched in the fiscal year ended March 31, 2025, is themed “Beyond the Boundaries: Maximize Synergies across the Group.” As a foundation for advancing efforts to achieve synergy and enhance corporate value, Sony plans to promote an organization that embraces diverse perspectives, designating the following key focus areas to monitor progress and results.
(i) The Evolution of Diversity in People and Experience that Underpins Group Growth
Sony’s management team is composed of members with diverse backgrounds, experiences, and areas of expertise. As part of Sony’s continued commitment to enhancing this diversity, it aims to increase the percentage of women and persons of non-Japanese origin*7 among executives*8 at Sony Group Corporation in Japan to more than 30% each, by 2030. As of the end of March 2025, these figures stood at 18.8% and 28.1%, respectively.
*7 Individuals of non-Japanese nationality or who were born outside Japan
*8 Directors, Senior Executives including Corporate Executive Officers, and other officers
The appointment of Robert Lawson, former Chief Communications Officer at SPE’s headquarters, as Sony Group Corporation’s Senior Vice President in charge of Corporate Communications in the fiscal year ended March 31, 2025 also reflects the ongoing evolution in the diversity of experience within Sony Group Corporation’s leadership team.
Approximately half of Sony Group’s entire workforce is based outside Japan, with more than 90% of those employees being hired locally. Sony is actively expanding its recruitment efforts to attract talent across all nationalities who can drive cutting-edge technology development, such as AI, at its global R&D organizations and at Sony Research Inc. (formerly Sony AI Inc.), beyond just its main businesses. Sony’s ongoing efforts focus on bringing in outstanding students and experienced professionals from around the world.
As part of creating a work environment where diverse talent can thrive, Sony is promoting the advancement of women on a global scale. At the end of the fiscal year ended March 31, 2025, women made up 34.2% of the total Sony Group workforce, and the percentage of women in management positions was 31.6%. However, because the percentage of women in management positions at companies in Japan remains lower compared to overseas companies, each of Sony’s major subsidiaries in Japan has set specific goals and is working to increase this percentage.
Sony is committed to complying with the disability-related laws and norms of each country and region. Enabling every employee to thrive follows the philosophy of Masaru Ibuka, one of Sony’s founders, who said “we had a spirit of autonomy and a belief in creating workplaces that do not offer charity, but rather create an environment that makes it possible for individuals with disabilities to manufacture products that exceed those manufactured by individuals without disabilities.” Sony aims to create a work environment that supports career building regardless of disabilities, with the entire Sony Group working to achieve this goal.
Sony is enhancing its internal infrastructure to support diverse employees and aims to provide LGBTQ+ employees worldwide with working environments in which they can feel comfortable being themselves, while respecting national and regional contexts. As a group-wide initiative, since the fiscal year ended March 31, 2023, Sony has introduced a pride logo, featuring a Sony logotype in rainbow colors, to visually express Sony’s respect and support for LGBTQ+ employees and communities, both inside and outside the Sony Group.
From the standpoint of enhancing the diversity of employee experience, for many years, Sony has actively promoted the recruitment of people who have experience working for other companies or in other job types, which is grounded in the principle that the diverse knowledge and perspectives these individuals bring through the experience of working for other companies or in various job types fuels organizational growth. The percentage of new hires with prior experience working for other companies or in other job types to all new hires at Sony Group Corporation and its consolidated subsidiaries in Japan was 48.3% and 50.7% for the fiscal years ended March 31, 2025 and 2024, respectively. Additionally, the majority of Sony’s employees at overseas Group companies have prior experience working for other companies or in other job types. During performance evaluation, Sony does not distinguish between employees with experience working for other companies or in other job types and those who started their careers at Sony.
In addition, more than 9,000 new employees have joined the Sony Group during the period between the fiscal years ended March 31, 2013 and 2025 through mergers, acquisitions and strategic alliances in growth areas such as game title development, contributing to the growth of the business through the diversification of the backgrounds of Sony’s employees.
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Going forward, Sony intends to place greater focus on supporting collaboration among employees with diverse experiences and perspectives and on helping them build careers that cross business and organizational boundaries.
(ii) Providing Opportunities to Foster Diverse Individual Experiences
Sony believes that the growth of each unique and self-driven employee ultimately drives the growth of the company. That is why it is essential for Sony to attract talented individuals with a strong desire to take on new challenges and to continuously support their development. To help employees maximize their potential and take on roles where they can thrive, it offers a range of opportunities, including an internal job posting system, the “Career Plus” program and the “Free Agent (FA)” system, which support career development across business units and organizational boundaries. In Japan, Sony pioneered the internal job posting system in 1966, ahead of most other companies, and has been operating it for nearly 60 years. This system is designed not only to encourage employees to take on new roles, but also to ensure the right people are placed in the right positions and to strengthen key business areas. To date, more than 8,000 internal transfers have taken place through this initiative, establishing it as an essential part of Sony’s HR framework that empowers individual ambition. In 2015, Sony introduced the Career Plus program, which allows employees to dedicate one to two days a week to take part in projects or assignments in other departments across the organization while continuing in their current roles. Sony has also significantly expanded its internal mobility framework by adding new systems to its traditional job posting program. These include the internal FA system, which grants high-performing employees “FA rights” and shares their profiles across the Sony Group to open up new opportunities for growth in different fields. Another is Sony CAREER LINK, a platform where employees can register their profiles and be contacted by hiring teams or HR when their skills and experience match available roles.
These initiatives are not limited to Japan; they are also being implemented globally. For example, an internal job posting system has been introduced across all Group Companies operating businesses in China. Additionally, when forming teams for new cross-Group projects in China, the Career Plus program was utilized to allow participants to dedicate more than 20% of their work time to the project while maintaining their regular duties. This created opportunities for employees to engage in new tasks across businesses and collaborate with colleagues from different areas.
In addition, lectures, workshops, and career counseling services are actively used to foster proactive career awareness. However, supporting each individual’s drive to take on challenges also requires open dialogue in the workplace. Every employee is encouraged to discuss their career with their supervisors and reflect on their skills, helping them to pursue self-directed career development tailored to their unique situation and goals.
(iii) Fostering an Organizational Culture and Leadership that Embraces Diverse Perspectives
At Sony, where diverse talent comes together, leadership styles vary as well. However, one essential quality Sony believes all leaders must share is the ability to embrace diverse perspectives. Beyond cultivating a culture where diverse perspectives are welcomed and open dialogue is encouraged, it is equally important to develop the mindset and skills to actively incorporate those perspectives and translate them into organizational strength.
“Sony University,” a next-generation leadership development program designed to cultivate future leaders for key roles across businesses and functions, brings together a diverse group of participants each year from Group companies around the world, each with different backgrounds and perspectives. Through lectures, group discussions, and dialogue with senior leaders from various business areas, selected participants strengthen their skills and minds such as leadership, strategic thinking, and vision-setting capabilities. By learning and growing alongside one another, participants build cross-organizational networks that foster collaboration and partnership across the Sony Group.
The “Sony Cross-Mentoring Program,” which entered its third year in the fiscal year ended March 31, 2025, is a Sony Group-wide initiative that connects senior leaders and next-generation leadership candidates from different business units in strategic mentor-mentee pairings. The program creates opportunities for mentees to deepen their understanding of areas beyond their own businesses, gain new insights that support their individual development plans, and expand their internal networks. Over the course of approximately six months, mentors and mentees engage in regular conversations on topics such as management and leadership skills, business strategy, and career development. Through the sharing of the mentors’ extensive experience and perspectives, mentees are able to broaden their horizons and elevate their leadership outlook.
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Additionally, in the fiscal year ended March 31, 2025, roundtable discussions were held between Sony Group Corporation’s executives and employees from various businesses and areas of expertise. Centered on the theme “Embracing Diverse Experiences and Perspectives,” participants discussed how changes in business domains, roles, or working environments shape career development, as well as the types of diverse perspectives that will be essential to the Sony Group going forward. Many participants noted that having direct dialogue with executives and colleagues from across the Group was a rare and valuable opportunity. The roundtables have helped deepen understanding of Sony’s culture, businesses, and people, while also fostering new synergies.
As defining and advancing its focus areas, Sony believes the true measure of whether its diverse employees feel a sense of purpose and are empowered to pursue their own forms of “Kando (emotion)” lies in their alignment with the Purpose and overall employee engagement. To assess this, employee surveys are regularly conducted. Employee engagement, in particular, is a critical metric and is included as part of the performance evaluation criteria linked to compensation for the Senior Executives of Sony Group Corporation.
Under its Purpose, Sony remains committed to securing diverse talent and fostering an organizational culture that embraces diverse perspectives, with the aim of achieving sustainable growth and creating value for society.
C. | Organizational Structure |
The following table sets forth the significant subsidiaries owned, directly or indirectly, by Sony Group Corporation.
Name of company
|
Country of incorporation /residence
|
(As of March 31, 2025) Percentage owned
|
||||
Sony Interactive Entertainment Inc. |
Japan | 100.0 | ||||
Sony Music Entertainment (Japan) Inc. |
Japan | 100.0 | ||||
Sony Corporation |
Japan | 100.0 | ||||
Sony Global Manufacturing & Operations Corporation |
Japan | 100.0 | ||||
Sony Network Communications Inc. |
Japan | 100.0 | ||||
Sony Marketing Inc. |
Japan | 100.0 | ||||
Sony Semiconductor Solutions Corporation |
Japan | 100.0 | ||||
Sony Semiconductor Manufacturing Corporation |
Japan | 100.0 | ||||
Sony Semiconductor Energy Management Corporation |
Japan | 100.0 | ||||
Sony Storage Media Solutions Corporation*¹ |
Japan | 100.0 | ||||
Sony Global Solutions Inc. |
Japan | 100.0 | ||||
Sony Financial Group Inc. |
Japan | 100.0 | ||||
Sony Life Insurance Co., Ltd. |
Japan | 100.0 | ||||
Sony Bank Inc. |
Japan | 100.0 | ||||
Sony Assurance Inc. |
Japan | 100.0 | ||||
Sony Corporation of America |
U.S.A. | 100.0 | ||||
Sony Interactive Entertainment LLC |
U.S.A. | 100.0 | ||||
Sony Music Entertainment |
U.S.A. | 100.0 | ||||
Sony Music Publishing LLC |
U.S.A. | 100.0 | ||||
Sony Pictures Entertainment Inc. |
U.S.A. | 100.0 | ||||
Columbia Pictures Industries, Inc. |
U.S.A. | 100.0 | ||||
CPT Holdings, Inc. |
U.S.A. | 100.0 | ||||
Sony Electronics Inc. |
U.S.A. | 100.0 | ||||
Sony Interactive Entertainment Europe Ltd. |
U.K. | 100.0 | ||||
Sony Europe B.V. |
U.K. | 100.0 | ||||
Sony Global Treasury Services Plc |
U.K. | 100.0 | ||||
Sony Overseas Holding B.V. |
Netherlands | 100.0 | ||||
Sony (China) Limited |
China | 100.0 | ||||
Sony EMCS (Malaysia) Sdn. Bhd. |
Malaysia | 100.0 | ||||
Sony Electronics (Singapore) Pte. Ltd. |
Singapore | 100.0 | ||||
Sony Device Technology (Thailand) Co., Ltd. |
Thailand | 100.0 |
*1 The storage media business of Sony Storage Media Solutions Corporation was transferred to Sony Storage Media Manufacturing Corporation by way of an absorption-type company split effective on April 1, 2025, and Sony Storage Media Manufacturing Corporation changed its company name to Sony Storage Media Corporation.
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D. | Property, Plant and Equipment |
Sony has a number of offices, plants and warehouses throughout the world. Most of the buildings and land in/on which such offices, plants and warehouses are located are owned by Sony.
The status of major property, plant and equipment as of March 31, 2025 is as follows:
Facility or Subsidiary Name (Primary Location) |
Segment |
Details |
Carrying Amount (Yen in millions) | Number of employees*2 |
||||||||||||||||||||
Land (Area (thousand square meters)) |
Buildings | Machinery, equipment and other assets* 1 |
Right-of-use assets |
|||||||||||||||||||||
In Japan (Sony Group Corporation*3): |
| |||||||||||||||||||||||
Headquarters (Minato-ku, Tokyo) |
Corporate | Headquarters facilities | |
1,298 (18 |
) |
22,364 | 17,638 | — | 1,565 | |||||||||||||||
Others*4 | Corporate | Headquarters facilities | 4,840 | 32,033 | 1,802 | — | 647 | |||||||||||||||||
In Japan (Subsidiaries): |
| |||||||||||||||||||||||
Sony Interactive Entertainment Inc.*5 (Minato-ku, Tokyo) |
G&NS | Home gaming consoles / cloud-related software | |
— (— |
) |
1,541 | 209,125 | 13,761 | 2,200 | |||||||||||||||
Sony Corporation (Minato-ku, Tokyo) |
ET&S | Research facilities for TVs, audio / video devices, cameras, broadcasting equipment and medical equipment | |
— (— |
) |
2,141 | 46,583 | 34,342 | 7,900 | |||||||||||||||
Sony Network Communications Inc.*5 (Shinagawa-ku, Tokyo) |
ET&S | Data communication facilities | |
— (— |
) |
422 | 80,053 | 5,177 | 1,800 | |||||||||||||||
Sony Global Manufacturing & Operations Corporation (Kohda Site, etc.) (Minato-ku, Tokyo) |
ET&S, I&SS, All Other | Production facilities for electronic devices, etc. | |
4,961 (386 |
) |
9,438 | 13,571 | 4,990 | 3,600 | |||||||||||||||
Sony Semiconductor Solutions Corporation (Atsugi-shi, Kanagawa) |
I&SS | Research facilities for image sensors, etc. | |
— (— |
) |
1,323 | 75,908 | 22,401 | 7,500 | |||||||||||||||
Sony Semiconductor Manufacturing Corporation (Nagasaki TEC, etc.) (Kikuchi-gun, Kumamoto) |
I&SS | Production facilities for image sensors, etc. | |
21,108 (1,002 |
) |
175,941 | 605,265 | 13,516 | 9,000 | |||||||||||||||
Sony Semiconductor Energy Management Corporation (Nagasaki TEC, etc.) (Kikuchi-gun, Kumamoto) |
I&SS | Energy supply facilities for the manufacturing of image sensors, etc. | |
— (— |
) |
30,921 | 65,076 | 40,771 | 100 | |||||||||||||||
Sony Music Entertainment (Japan) Inc.*5 (Chiyoda-ku, Tokyo) |
Music | Music facilities and in-house software | |
22,548 (320 |
) |
10,834 | 74,507 | 13,633 | 4,600 | |||||||||||||||
Sony Financial Group Inc.*5 (Chiyoda-ku, Tokyo) |
Financial Services | In-house software | |
6,385 (25 |
) |
5,285 | 77,432 | 76,291 | 14,300 | |||||||||||||||
Sony Global Solutions Inc. (Minato-ku, Tokyo) |
Corporate | In-house software | |
— (— |
) |
431 | 21,891 | 1,006 | 500 | |||||||||||||||
Outside Japan (Subsidiaries): |
| |||||||||||||||||||||||
Sony Corporation of America*5 (New York, United States) |
ET&S, I&SS |
Production facilities for electronic products, etc.
|
|
356 (112 |
) |
18,007 | 8,105 | 3,853 | 1,300 | |||||||||||||||
Music | Music catalogs, etc. |
|
90 (4
|
)
|
15,583 | 1,439,105 | 55,774 | 6,700 | ||||||||||||||||
All Other, Corporate | Office buildings and machinery, etc. | |
661 (272 |
) |
9,793 | 15,987 | 12,701 | 1,500 | ||||||||||||||||
Sony Interactive Entertainment LLC*5 (California, United States) |
G&NS | Cloud-related facilities, etc. | |
— (— |
) |
15,126 | 193,969 | 86,899 | 5,900 | |||||||||||||||
Sony Interactive Entertainment Europe Ltd.*5 (London, United Kingdom) |
G&NS | Cloud-related facilities, etc. | |
— (— |
) |
5,444 | 24,640 | 18,173 | 2,800 | |||||||||||||||
Sony Europe B.V.*5 (Surrey, United Kingdom) |
ET&S, I&SS, All Other | Office buildings and sales facilities, etc. | |
2,609 (45 |
) |
4,094 | 15,822 | 8,772 | 3,800 | |||||||||||||||
Sony Device Technology (Thailand) Co., Ltd. (Bangkadi, Thailand) |
I&SS | Production facilities for electronic products, etc. | |
539 (132 |
) |
13,481 | 21,268 | 7 | 1,300 | |||||||||||||||
Sony EMCS (Malaysia) Sdn. Bhd. (Selangor, Malaysia) |
ET&S | Production facilities for electronic devices, etc. | |
— (— |
) |
4,591 | 4,903 | 201 | 4,500 | |||||||||||||||
Sony Pictures Entertainment Inc. (Delaware, United States) |
Pictures | Production facilities for motion pictures, television programming, video software, etc. | |
12,594 (318 |
) |
87,541 | 806,305 | 89,013 | 11,500 |
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*1 “Machinery, equipment and other assets” represents machinery, equipment and other tangible fixed assets, as well as content assets and other intangible assets.
*2 Numbers of employees of subsidiaries are rounded to the nearest hundred.
*3 Includes facilities leased from subsidiaries in Japan. In addition to the listed facilities, Sony Group Corporation leases its land, buildings and structures mainly to subsidiaries and affiliates in Japan. Furthermore, Sony Group Corporation subleases its Right-of-use assets mainly to subsidiaries and affiliates in Japan.
*4 “Others” primarily includes Sony City Osaki and Atsugi TEC.
*5 Figures for Sony Interactive Entertainment Inc., Sony Network Communications Inc., Sony Music Entertainment (Japan) Inc., Sony Financial Group Inc., Sony Corporation of America, Sony Interactive Entertainment LLC, Sony Interactive Entertainment Europe Ltd., Sony Europe B.V. and Sony Pictures Entertainment Inc. are consolidated financial figures, which include their subsidiaries’ figures.
Item 4A. | Unresolved Staff Comments |
None
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Item 5. | Operating and Financial Review and Prospects |
The following discussion covers the fiscal years ended March 31, 2024 and 2025. For the discussion covering the fiscal year ended March 31, 2023, refer to “Item 5. Operating and Financial Review and Prospects” of Sony’s Form 20-F for the fiscal year ended March 31, 2024 filed with the SEC on June 25, 2024.
A. | Operating Results |
Operating Performance
Fiscal year ended March 31 | ||||||||
2024 | 2025 | |||||||
Consolidated: | (Yen in billions) | |||||||
Sales*1 |
13,020.8 | 12,957.1 | ||||||
Operating income |
1,208.8 | 1,407.2 | ||||||
Income before income taxes |
1,268.7 | 1,473.7 | ||||||
Net income attributable to Sony Group Corporation’s stockholders |
970.6 | 1,141.6 | ||||||
Fiscal year ended March 31 | ||||||||
2024 | 2025 | |||||||
Sony without Financial Services*2: | (Yen in billions) | |||||||
Sales*1 |
11,265.0 | 12,043.9 | ||||||
Operating income |
1,035.3 | 1,276.6 | ||||||
Income before income taxes |
1,145.1 | 1,343.2 | ||||||
Net income attributable to Sony Group Corporation’s stockholders |
896.6 | 1,067.4 |
*1 “Sales” is used to mean “sales and financial services revenue” in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) (the same applies below).
*2 Figures for Sony without Financial Services are not measures in accordance with IFRS Accounting Standards. However, Sony believes that this disclosure may be useful information to investors. For details about the preparation of the Financial Statements for Sony without Financial Services, please refer to “Information on Operations Separating Out the Financial Services Segment” below (the same applies below).
Consolidated Financial Results
Consolidated results for the fiscal year ended March 31, 2025 are as follows (“(+)” represents positive contributing factors while “(–)” represents negative contributing factors):
Sales: 12 trillion 957.1 billion yen (63.7 billion yen decrease compared to the previous fiscal year (“year-on-year”))
• | (–) Decrease in sales in the Financial Services segment |
• | (+) Increases in sales in the G&NS, Music and I&SS segments |
A further breakdown of sales figures is presented under “Operating Performance by Business Segment” below.
“Sales” in the analysis of the ratio of “cost of sales” to sales, the ratio of “R&D costs” to sales, and the ratio of “selling, general and administrative expenses” (“SGA expenses”) to sales refers only to the net sales portions of consolidated sales (which excludes financial services revenue). This is because financial services expenses are recorded separately from cost of sales and SGA expenses in the consolidated financial statements. The calculations of all ratios below that pertain to reportable segments include intersegment transactions.
Cost of Sales: 8 trillion 504.8 billion yen (415.5 billion yen increase year-on-year)
The ratio of cost of sales to sales improved year-on-year from 71.8% to 70.7%.
R&D costs (all R&D costs are included within cost of sales): 734.6 billion yen (8.2 billion yen decrease year-on-year)
The ratio of R&D costs to sales was 6.1%, compared to 6.6% in the fiscal year ended March 31, 2024. For further details, refer to “Research and Development” in Item 5.C.
Selling, General and Administrative Expenses: 2 trillion 256.8 billion yen (100.7 billion yen increase year-on-year)
The ratio of SGA expenses to sales improved year-on-year from 19.1% to 18.8%.
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Other Operating (Income) Expense, net: Income of 9.2 billion yen (20.2 billion yen decrease year-on-year)
• | (–) The absence of the following factors that occurred in the fiscal year ended March 31, 2024: |
• | Remeasurement gain resulting from the consolidation of a company previously accounted for using the equity method: 6.0 billion yen (Music segment) |
• | Realized and remeasurement gains resulting from the transfer of a portion of shares of Sony Payment Services: 19.8 billion yen (Financial Services segment) |
Refer to Note 23 of the consolidated financial statements.
Share of profit (loss) of investments accounted for using the equity method: Loss of 7.8 billion yen (profit of 10.5 billion yen in the fiscal year ended March 31, 2024)
• | (–) Deterioration in the share of profit or loss of investments accounted for using the equity method in All Other. |
Operating Income: 1 trillion 407.2 billion yen (198.3 billion yen increase year-on-year)
• | (+) Increases in operating income in the G&NS, I&SS and Music segments |
• | (–) Decrease in operating income in the Financial Services segment |
Operating income for the fiscal year ended March 31, 2024 included the above-mentioned factors recorded in other operating (income) expense, net.
Financial Income: 139.0 billion yen (13.4 billion yen increase year-on-year)
Financial Expenses: 72.5 billion yen (6.7 billion yen increase year-on-year)
Financial Income and Expenses, net: Income of 66.6 billion yen (6.7 billion yen increase year-on-year)
• | (+) Increase in interest income, net |
Income before Income Taxes: 1 trillion 473.7 billion yen (205.1 billion yen increase year-on-year)
Income Taxes: 313.8 billion yen (25.7 billion yen increase year-on-year)
Effective Tax Rate: 21.3% (22.7% in the fiscal year ended March 31, 2024)
The year-on-year change in the tax rate was mainly due to the impact of the following factors:
• | Decrease in tax expense from the repayment of capital from a subsidiary (48.4 billion yen) |
• | Decrease in tax expense from the dissolution of a subsidiary (35.3 billion yen) |
• | Increase in tax expense from the revaluation of deferred tax assets and liabilities resulting from an increase in tax rates pursuant to tax reform in Japan |
Refer to Note 25 of the consolidated financial statements.
Net Income Attributable to Noncontrolling Interests: 18.3 billion yen (8.4 billion yen increase year-on-year)
Net Income Attributable to Sony Group Corporation’s Stockholders: 1 trillion 141.6 billion yen (171.0 billion yen increase year-on-year)
Basic net income per share attributable to Sony Group Corporation’s stockholders: 188.71 yen (157.66 yen for the fiscal year ended March 31, 2024)
Diluted net income per share attributable to Sony Group Corporation’s stockholders: 187.92 yen (157.14 yen for the fiscal year ended March 31, 2024)
Sony Group Corporation conducted a five-for-one stock split of its common stock effective October 1, 2024, with a record date of September 30, 2024. The above figures for basic net income per share and diluted net income per share are calculated based on the assumption that the stock split was conducted at the beginning of the fiscal year ended March 31, 2024. Refer to Note 26 of the consolidated financial statements.
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Operating Performance by Business Segment
The following discussion is based on segment information. Sales in each business segment represents sales recorded before intersegment transactions are eliminated. Operating income (loss) in each business segment represents operating income (loss) reported before intersegment transactions are eliminated and excludes unallocated corporate expenses. Refer to Note 4 of the consolidated financial statements.
Game & Network Services (G&NS)
Key Financial Figures
Fiscal year ended March 31 | ||||||||
2024 | 2025 | |||||||
(Yen in millions) | ||||||||
Sales to external customers by product category |
||||||||
Digital Software and Add-on Content |
1,934,586 | 2,290,498 | ||||||
Network Services |
545,537 | 669,873 | ||||||
Hardware & Others |
1,692,871 | 1,583,200 | ||||||
|
|
|
|
|||||
Sales to external customers |
4,172,994 | 4,543,571 | ||||||
Intersegment sales |
94,740 | 126,473 | ||||||
|
|
|
|
|||||
G&NS segment total sales |
4,267,734 | 4,670,044 | ||||||
|
|
|
|
|||||
G&NS segment operating income |
290,184 | 414,819 | ||||||
|
|
|
|
The operating performance for the G&NS segment for the fiscal year ended March 31, 2025 is as follows:
Sales: 4 trillion 670.0 billion yen, a 402.3 billion yen increase year-on-year (Impact of foreign exchange rates: +170.0 billion yen)
• | (+) Increase in sales of non-first-party game software titles including add-on content |
• | (+) Impact of foreign exchange rates |
• | (+) Increase in sales from network services |
• | (–) Decrease in sales of hardware due to a decrease in unit sales |
• | (–) Decrease in sales of first-party game software titles |
Operating income: 414.8 billion yen, a 124.6 billion yen increase year-on-year (Impact of foreign exchange rates: +0.2 billion yen)
• | (+) Impact of increase in sales from network services |
• | (+) Impact of increase in sales of non-first-party game software titles |
• | (–) Impact of decrease in sales of first-party game software titles |
Business Environment and Strategy
The operating performance of the G&NS segment for the fiscal year ended March 31, 2025 reflected steady growth in user engagement amid expansion of the installed base of PS5, benefitting from continued strong sales momentum for game software including add-on content, as well as continuous growth in revenues from network services mainly resulting from users shifting to higher tiers of PlayStation®Plus (“PS Plus”). In this environment, Sony aims to achieve sustainable and profitable business growth by seeking higher revenue and profits from PS Plus, maximizing average revenue per user on the PlayStation®Store, expanding sales of first-party game software, in which Sony has been actively strengthening its development capabilities, and strengthening control over business costs and supply chain management. In hardware, Sony will strive to continuously expand the installed base of PS5 while maintaining a balance with profitability, in addition to continuing to promote sales of peripherals such as the PlayStation Portal™ Remote Player, which provides users with new ways to enjoy games. In Network Services, Sony is focused on driving profitable growth of PS Plus by increasing user engagement and continuously improving the service proposition and content that it provides to users, as well as encouraging users to shift to higher tiers. In non-first-party game software, in addition to maintaining and strengthening relationships with third-party studios in order to continue to benefit from the stable revenue contribution of annual releases of major franchise titles, Sony plans to continue its efforts to support creators in order to promote the development of new hit titles. Regarding Sony’s first-party game software, Sony aims to create a stable base of revenue through consistent, annual releases of single-player games, which have traditionally been its core strength, while also building a portfolio of live service games. Additionally, Sony plans to continue its efforts to deploy its first-party titles to multiple platforms such as PC, and to create films and television shows based on PlayStation game IP through collaborations within the Sony Group, in order to further expand the reach and monetization of its IP.
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Music
Key Financial Figures
The Music segment results include the yen-based results of SMEJ and the yen-translated results of SME and SMP, which aggregate the results of their worldwide subsidiaries on a U.S. dollar basis.
Fiscal year ended March 31 | ||||||||
2024 | 2025 | |||||||
(Yen in millions) | ||||||||
Sales to external customers by product category |
||||||||
Recorded Music — Streaming |
709,453 | 788,772 | ||||||
Recorded Music — Others |
356,646 | 407,260 | ||||||
Music Publishing |
326,727 | 379,812 | ||||||
Visual Media & Platform |
202,129 | 244,419 | ||||||
|
|
|
|
|||||
Sales to external customers |
1,594,955 | 1,820,263 | ||||||
Intersegment sales |
24,003 | 22,341 | ||||||
|
|
|
|
|||||
Music segment total sales |
1,618,958 | 1,842,604 | ||||||
|
|
|
|
|||||
Music segment operating income |
301,662 | 357,255 | ||||||
|
|
|
|
The operating performance for the Music segment for the fiscal year ended March 31, 2025 is as follows:
Sales: 1 trillion 842.6 billion yen, a 223.6 billion yen increase year-on-year (Impact of foreign exchange rates: +73.8 billion yen)
• | (+) Higher revenues from streaming services in Recorded Music and Music Publishing |
• | (+) Impact of foreign exchange rates |
• | (+) Impact of the consolidation of eplus inc. in Visual Media & Platform |
• | (+) Higher revenues from live events, merchandising and licensing in Recorded Music |
Operating income: 357.3 billion yen, a 55.6 billion yen increase year-on-year
• | (+) Impact of increase in sales |
• | (+) Positive impact of foreign exchange rates |
• | (–) Increase in SGA expenses |
Business Environment and Strategy
As the music streaming market continued to expand, the operating performance of the Music segment for the fiscal year ended March 31, 2025 reflected steady growth in revenues from streaming services, resulting from Sony’s past proactive efforts to enhance discovery and development of outstanding artists and songwriters, as well as from Sony’s investments in music catalogs. Additionally, growth in revenues from independent label distribution and indie artist services such as The Orchard and AWAL contributed to the growth of the Music segment. In this environment, in the global music business, Sony aims to achieve business growth both in its music business as a whole and in emerging markets with high growth such as Latin America, India and other Asian countries, while maintaining strong relationships with digital streaming platforms. In order to achieve this growth, Sony is striving to explore further strategic investment opportunities in key areas and music catalogs to expand revenue opportunities, discover and develop artists and songwriters, and build and strengthen relationships with local independent labels and artists. Sony is also focusing on expanding businesses aimed at fans of artists and content, such as live events and merchandising. Sony intends to continue working with various partners to explore the use of cutting-edge technologies such as AI in ways that create innovative new music content and realize new ideas, while also protecting the rights of artists. In addition, through collaborations within the Sony Group, Sony aims to expand IP through biopics, documentaries and live events involving Sony Music artists. In the music business in Japan, Sony aims to further expand efforts to bring Japanese artists, such as YOASOBI, to the global market. In Visual Media and Platform, Sony aims to further grow its anime business by strengthening its planning and production capabilities to develop and acquire IP with high potential and by enhancing its ability to expand core IP, including expansion to the global market. For example, in March 2025, Sony established HAYATE Inc. (“HAYATE”) through a joint investment by Aniplex and Crunchyroll to strengthen its capability to plan and produce high-quality anime works with a focus on the global market. Additionally, in its game business, Sony is focusing on creating new hit titles while maximizing the lifetime value of existing titles.
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Pictures
Key Financial Figures
The Pictures segment results are the yen-translated results of SPE, 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 discussion of certain portions of its results is specified as being on “a U.S. dollar basis.”
Fiscal year ended March 31 | ||||||||
2024 | 2025 | |||||||
(Yen in millions) | ||||||||
Sales to external customers by product category |
||||||||
Motion Pictures |
542,044 | 610,313 | ||||||
Television Productions |
551,035 | 459,281 | ||||||
Media Networks |
393,638 | 428,940 | ||||||
|
|
|
|
|||||
Sales to external customers |
1,486,717 | 1,498,534 | ||||||
Intersegment sales |
6,333 | 7,410 | ||||||
|
|
|
|
|||||
Pictures segment total sales |
1,493,050 | 1,505,944 | ||||||
|
|
|
|
|||||
Pictures segment operating income |
117,702 | 117,284 | ||||||
|
|
|
|
The operating performance for the Pictures segment for the fiscal year ended March 31, 2025 is as follows (the following analysis is on a U.S. dollar basis):
Sales: 1 trillion 505.9 billion yen, essentially flat year-on-year (U.S. dollar basis: a 416 million decrease year-on-year)
• (–) | Lower series deliveries in Television Productions in part due to production delays related to the strikes by WGA and SAG-AFTRA in the fiscal year ended March 31, 2024 |
• | (–) Lower linear subscription and advertising revenues in the India business in Media Networks |
• | (+) Higher revenues for Crunchyroll mainly due to paid subscriber growth |
• | (+) Impact of the acquisition of Alamo Drafthouse Cinema |
Operating income: 117.3 billion yen, essentially flat year-on-year (U.S. dollar basis: a 34 million decrease year-on-year)
• | (–) Lower contribution from catalog product in Motion Pictures |
• | (–) Impact of decrease in sales |
• | (+) Lower marketing costs for theatrical releases |
Business Environment and Strategy
Although the operating performance of the Pictures segment for the fiscal year ended March 31, 2025 was impacted by adverse effects of the strikes by WGA and SAG-AFTRA in the fiscal year ended March 31, 2024, impacting Sony’s ability to produce content which mainly led to delays in deliveries of television series in Television Productions, the performance also reflected Sony’s strengths including its strong content IP and its disciplined business operations. Additionally, the DTC anime platform Crunchyroll steadily increased its paid subscribers through its vast content library and an expansion of distribution channels, and expanded its contribution to the operating performance of the Pictures segment. In this environment, Sony aims to continue to maximize the long-term value of its IP by leveraging its strengths as an independent content supplier with the ability to provide content to any distribution platform. In Motion Pictures, in addition to continuously emphasizing the theatrical release of films, Sony aims to strengthen its relationships with talent and creators through its global marketing and theatrical distribution capabilities. Going forward, Sony anticipates the theatrical releases of strong IP lineups, including Spider-Man: Brand New Day in the fiscal year ending March 31, 2027. In Television Productions, Sony will strive to continue to strengthen its production capabilities in a variety of genres and to expand its franchises through the development of spin-offs. In Media Networks, Sony aims to further strengthen its DTC services, including Crunchyroll and SonyLIV. In particular, Crunchyroll is an important growth pillar for the Pictures segment and is striving to reach a broader audience through expanding touchpoints with fans, such as e-commerce for anime merchandise, mobile games, and a manga application, in addition to its streaming service. Additionally, as a hub for synergistic, cross-business collaborations, the Pictures segment aims to contribute to realizing Sony’s “Creative Entertainment Vision.” For example, Sony plans to further expand its films and television shows based on PlayStation game IP as well as cross-business collaborations in anime, such as an anime series adaptation of Ghost of Tsushima to be produced in collaboration with Aniplex, SMEJ and PlayStation Productions. Sony also aims to proactively seek out opportunities for revenue from its existing IP in areas where utilizing IP provides experience value, such as Location-Based Entertainment (“LBE”) and Alamo Drafthouse Cinema, which Sony acquired in June 2024.
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Entertainment, Technology & Services (ET&S)
Key Financial Figures
Fiscal year ended March 31 | ||||||||
2024 | 2025 | |||||||
(Yen in millions) | ||||||||
Sales to external customers by product category |
||||||||
TVs |
624,264 | 564,154 | ||||||
Audio & Video |
412,067 | 391,664 | ||||||
Still and Video Cameras |
643,429 | 665,144 | ||||||
Mobile Communications |
299,905 | 279,834 | ||||||
Other |
435,281 | 462,042 | ||||||
|
|
|
|
|||||
Sales to external customers |
2,414,946 | 2,362,838 | ||||||
Intersegment sales |
38,772 | 46,437 | ||||||
|
|
|
|
|||||
ET&S segment total sales |
2,453,718 | 2,409,275 | ||||||
|
|
|
|
|||||
ET&S segment operating income |
187,399 | 190,926 | ||||||
|
|
|
|
The operating performance for the ET&S segment for the fiscal year ended March 31, 2025 is as follows:
Sales: 2 trillion 409.3 billion yen, a 44.4 billion yen decrease year-on-year (Impact of foreign exchange rates: +78.9 billion yen)
• | (–) Decrease in sales of televisions and smartphones due to a decrease in unit sales |
• | (+) Impact of foreign exchange rates |
Operating income: 190.9 billion yen, a 3.5 billion yen increase year-on-year (Impact of foreign exchange rates: +12.3 billion yen)
• | (+) Reductions in operating expenses |
• | (+) Positive impact of foreign exchange rates |
• | (–) Impact of decrease in sales of televisions |
• | (–) Increase in restructuring costs |
Business Environment and Strategy
In the fiscal year ended March 31, 2025, amid a continuous challenging business environment, although sales decreased due to lower unit sales of televisions as well as lower unit sales of smartphones resulting from a review of the product lineup and intensified competition, the operating performance of the ET&S segment reflected the results of various measures implemented to respond swiftly to changes in the business environment, such as fixed cost reduction initiatives including thorough supply chain optimization and structural reforms, as well as efforts to prioritize profitability in each business and shift to high-value added products. In this environment, Sony is steadily expanding its businesses centered around creation, such as the highly profitable imaging business, and promoting mid-term business transformation with the goals of “enhancing corporate value” and “generating cash flow” under its business direction of “establishing a business structure for maintaining profitability and growth strategy.” In the television and smartphone businesses, Sony intends to promote structural transformations in sales, manufacturing and design, aiming to improve profit levels and reduce volatility in order to control risk. Sony believes that the display and transmission technologies utilized for televisions and smartphones are essential for the expansion of creation, and is aiming for future business transformation by prioritizing the development of creation technology rather than pursuing sales expansion in these businesses. In the imaging and sound businesses, Sony aims to achieve further growth by strengthening its stable revenue base and expanding business areas. In the imaging business, Sony aims to leverage its competitive advantages based on its technological and product capabilities to expand its business domain and build an ecosystem. Similarly, in the sound business, Sony aims to build an end-to-end ecosystem that encompasses sound production and consumer products. In business areas such as solutions in the imaging business and creation in the sound business, Sony will strive to enhance creator expression by adding the value of software based on technologies cultivated in its existing businesses, aiming to expand its operations through the diversification of creation and to broaden the creator base. In areas such as the sports and new content creation businesses, Sony intends to make proactive investments while maintaining discipline to accelerate the evolution of its business models and the expansion of its value chain. In the sports business, Sony aims to evolve its business from officiating support to the creation of new entertainment utilizing data enhancement technology. In the new content creation business, Sony aims to leverage technologies such as spatial capturing and creative tools to foster the emergence of a new creation industry.
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Imaging & Sensing Solutions (I&SS)
Key Financial Figures
Fiscal year ended March 31 | ||||||||
2024 | 2025 | |||||||
(Yen in millions) | ||||||||
Sales to external customers |
1,503,906 | 1,712,534 | ||||||
Intersegment sales |
98,832 | 86,471 | ||||||
|
|
|
|
|||||
I&SS segment total sales |
1,602,738 | 1,799,005 | ||||||
|
|
|
|
|||||
I&SS segment operating income |
193,541 | 261,147 | ||||||
|
|
|
|
The operating performance for the I&SS segment for the fiscal year ended March 31, 2025 is as follows:
Sales: 1 trillion 799.0 billion yen, a 196.3 billion yen increase year-on-year (Impact of foreign exchange rates: +95.9 billion yen)
• | (+) Impact of foreign exchange rates |
• | (+) Increase in sales of image sensors for mobile products |
• | (+) Improvement in product mix |
• | (+) Increase in unit sales |
Operating income: 261.1 billion yen, a 67.6 billion yen increase year-on-year (Impact of foreign exchange rates: +63.4 billion yen)
• | (+) Positive impact of foreign exchange rates |
• | (+) Impact of increase in sales |
• | (+) Decrease in costs associated with the launch of mass production of a new image sensor for mobile products |
• | (–) Increase in manufacturing costs |
• | (–) Increase in depreciation and amortization expenses |
Business Environment and Strategy
The operating performance of the I&SS segment in the fiscal year ended March 31, 2025 reflected the positive impact of foreign exchange rates, the continued trend toward larger size, higher image quality and higher performance image sensors for mobile products, primarily in high-end smartphones, and the resolution of the manufacturing yield issues that began in the fiscal year ended March 31, 2024, which led to both sales and operating income reaching record highs. In this environment, Sony is working to restructure its management foundation for growth with profitability to further strengthen its number one position in image sensors worldwide, despite increasing uncertainties in the business environment. Sony has divided the business of the I&SS segment into three business areas – the growth-driving business area, the profitable business area and the strategic business area – and operates each in accordance with the strategic direction of each business area. In the image sensor business for mobile products, which has been positioned as the growth-driving business area, Sony plans to continue to enhance its technological capabilities and invest in growth to win out over the competition. At present, the smartphone market is experiencing a gradual recovery, and the trend toward larger image sensors continues to advance steadily. Looking ahead, in addition to the trend toward larger size, Sony aims to achieve future business growth by realizing further high-value add in image sensors and contributing to various creations through utilizing video by pursuing technological innovations through higher density. Specifically, Sony aims to increase density in the horizontal plane through process node adaptation, which refers to the development of advanced process technologies, and increase density in the vertical plane through multi-layered stacking technology. In the image sensor businesses for cameras and industrial and social infrastructure, which have been positioned as the profitable business area, Sony aims to maintain high competitiveness and stable revenue contributions. Regarding the strategic business area, which includes the image sensor business for automotive, the system solutions business, the semiconductor laser business and the display device business, Sony plans to operate these businesses with discipline while balancing business expansion and profitability to establish these businesses as pillars for future growth. The image sensor business for automotive has been growing steadily and Sony’s market share by revenue has been expanding as expected. As the market expands, Sony will strive to further enhance its comprehensive strength in sensors and continue to build and strengthen engagement with global OEMs and partners with the aim of increasing revenue. In the semiconductor laser business, Sony expects an increase in demand over the mid- to long-term as demand for storage in the data center market increases with the expansion of generative AI. Under these circumstances, although Sony has not changed its strategy of carefully selecting investments and reducing capital expenditures for the I&SS segment in the fifth mid-range plan compared to the fourth mid-range plan, investment is anticipated to increase compared to the forecast as of May 2024 due to the earlier-than-expected introduction of the above-mentioned advanced processes for the image sensors business for mobile products. At the same time, in addition to exploring various options to alleviate the ongoing investment burden, Sony aims to maintain positive free cash flow as its financial discipline, and plans to fund necessary capital expenditures with the cash flow generated from the I&SS segment.
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Financial Services
The Financial Services segment results include SFGI and SFGI’s consolidated subsidiaries (collectively referred to as “Sony Financial Group”) such as Sony Life, Sony Assurance, and Sony Bank. The results discussed in the Financial Services segment differ from the results that Sony Financial Group discloses separately on a Japanese statutory basis.
Key Financial Figures
Fiscal year ended March 31 | ||||||||
2024 | 2025 | |||||||
(Yen in millions) | ||||||||
Financial services revenue |
1,769,954 | 931,400 | ||||||
Financial Services segment operating income |
173,576 | 130,528 | ||||||
|
|
|
|
The operating performance for the Financial Services segment for the fiscal year ended March 31, 2025 is as follows:
Financial Services revenue: 931.4 billion yen, an 838.6 billion yen decrease year-on-year
• | (–) Decrease in revenue at Sony Life (863.8 billion yen decrease, revenue: 660.1 billion yen) |
• | (–) Decrease in net gains on investments related to market fluctuations in the separate accounts |
Operating income: 130.5 billion yen, a 43.0 billion yen decrease year-on-year
• (–) | Recording of realized and remeasurement gains resulting from the transfer of a portion of shares of Sony Payment Services in the fiscal year ended March 31, 2024 (-19.8 billion yen) |
• (–) | Decrease in operating income at Sony Life (13.1 billion yen decrease, Sony Life’s operating income: 113.4 billion yen) |
• | (–) Decrease in net gains related to market fluctuations, mainly for minimum guarantees for variable life insurance |
Business Environment and Strategy
The operating performance of the Financial Services segment for the fiscal year ended March 31, 2025 reflected conditions in the Japanese economy and bond market. The Japanese economy did not see a robust recovery in personal consumption and encountered several challenges, including sustained high import prices mainly due to the weak yen and prolonged high prices due to increasing food prices. The bond market in Japan was significantly affected by trends in the U.S. and Japanese economy and monetary policies. Until the summer of 2024, the anticipation of the Bank of Japan scaling back its bond purchases resulted in increasing long-term interest rates in Japan above 1%. However, in August, rising unemployment rates and growing recession concerns in the U.S. led to significant instability in the international financial markets, causing long-term interest rates in Japan to fall back below 1%. In the latter half of the fiscal year ended March 31, 2025, as the excessive pessimism surrounding the U.S. economy began to recede, expectations of additional interest rate hikes by the Bank of Japan increased due to the risk of an increase in domestic prices, and long-term interest rates in Japan strengthened their upward trend. In January 2025, the policy interest rate was raised to 0.5%, and in the spring wage negotiations of the same year, wage increases surpassed those of the previous year, leading to long-term interest rates in Japan exceeding 1.5% in March for the first time in approximately 16 years. In this environment, to mitigate the interest rate sensitivity against the result of the Financial Services segment, Sony is taking steps to sell and replace the bonds it currently holds and is reissuing certain existing contract blocks. In addition, Sony plans to execute the Partial Spin-off of the Financial Services business, resulting in SFGI becoming an affiliate of Sony accounted for using the equity method. Even after the execution of the Partial Spin-off of the Financial Services business, Sony aims to strengthen collaboration between the Financial Services business and the Sony Group through Sony’s brand and technology for the further growth of the Financial Services business. Regarding the brand, even after the execution of the Partial Spin-off of the Financial Services business, Sony Financial Group expects to be able to use the Sony brand continuously and aims to further improve the value of the brand of the Financial Services business through business collaboration with the Sony Group. From a technological perspective, Sony Financial Group intends to create a seamless customer experience from non-financial to financial by utilizing the technology, IP, and entertainment resources of the Sony Group in areas such as development of a Borderless Digital Banking service leveraging Web3-related technologies, data analysis and utilization for sales support for Lifeplanner sales specialists, customer support assisted by AI and utilization of game-related technologies and content for use in rehabilitation. Sony Financial Group plans to substantially integrate the core competencies of each of its steadily growing businesses into Sony Life, which it believes has
- 46 -
the greatest potential for added value. Going forward, Sony Financial Group intends to focus on delivering value as a cohesive financial group centered around Sony Life. In addition to profit growth of its existing businesses centered around Sony Life, Sony Financial Group plans to leverage the core competencies of each of its businesses, such as Sony Assurance’s high brand recognition and customer acquisition capabilities and Sony Bank’s foundation for fund circulation, across its business to deliver new added value to customers, aiming for further growth.
Information on Operations Separating Out the Financial Services segment
The following schedules show unaudited condensed statements of income for the Financial Services segment and all other segments excluding the Financial Services segment. These presentations are not in accordance with IFRS Accounting Standards, which is used by Sony to prepare its 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 the Financial Services segment are included in those respective presentations, then eliminated in the consolidated figures shown below.
Fiscal year ended March 31 | ||||||||
Financial Services segment | 2024 | 2025 | ||||||
(Yen in millions) | ||||||||
Financial services revenue |
1,769,954 | 931,400 | ||||||
Financial services expenses |
1,615,594 | 798,954 | ||||||
Other operating (income) expense, net |
(19,271 | ) | 1,982 | |||||
|
|
|
|
|||||
1,596,323 | 800,936 | |||||||
|
|
|
|
|||||
Share of profit (loss) of investments accounted for using the equity method |
(55 | ) | 64 | |||||
|
|
|
|
|||||
Operating income |
173,576 | 130,528 | ||||||
Financial income (expenses), net |
— | — | ||||||
|
|
|
|
|||||
Income before income taxes |
173,576 | 130,528 | ||||||
Income taxes |
49,063 | 56,359 | ||||||
|
|
|
|
|||||
Net income |
124,513 | 74,169 | ||||||
Net income of Financial Services |
123,986 | 74,169 | ||||||
|
|
|
|
|||||
Net income attributable to noncontrolling interests |
527 | — | ||||||
|
|
|
|
|||||
Fiscal year ended March 31 | ||||||||
Sony without Financial Services segment | 2024 | 2025 | ||||||
(Yen in millions) | ||||||||
Sales |
11,265,043 | 12,043,903 | ||||||
Costs of sales |
8,101,990 | 8,514,325 | ||||||
Selling, general and administrative |
2,148,472 | 2,256,294 | ||||||
Other operating (income) expense, net |
(10,133 | ) | (11,224 | ) | ||||
|
|
|
|
|||||
10,240,329 | 10,759,395 | |||||||
Share of profit (loss) of investments accounted for using the equity method |
10,557 | (7,865 | ) | |||||
|
|
|
|
|||||
Operating income |
1,035,271 | 1,276,643 | ||||||
Financial income (expenses), net |
109,864 | 66,530 | ||||||
|
|
|
|
|||||
Income before income taxes |
1,145,135 | 1,343,173 | ||||||
Income taxes |
239,105 | 257,467 | ||||||
|
|
|
|
|||||
Net income |
906,030 | 1,085,706 | ||||||
Net income of Sony without Financial Services |
896,636 | 1,067,419 | ||||||
|
|
|
|
|||||
Net income attributable to noncontrolling interests |
9,394 | 18,287 | ||||||
|
|
|
|
- 47 -
Fiscal year ended March 31 | ||||||||
Consolidated | 2024 | 2025 | ||||||
(Yen in millions) | ||||||||
Sales |
11,260,037 | 12,034,917 | ||||||
Financial services revenue |
1,760,731 | 922,147 | ||||||
|
|
|
|
|||||
Total sales and financial services revenue |
13,020,768 | 12,957,064 | ||||||
Costs of sales |
8,089,317 | 8,504,810 | ||||||
Selling, general and administrative |
2,156,156 | 2,256,829 | ||||||
Financial services expenses |
1,606,370 | 789,702 | ||||||
Other operating (income) expenses, net |
(29,404 | ) | (9,241 | ) | ||||
|
|
|
|
|||||
11,822,439 | 11,542,100 | |||||||
Share of profit (loss) of investments accounted for using the equity method |
10,502 | (7,801 | ) | |||||
|
|
|
|
|||||
Operating income |
1,208,831 | 1,407,163 | ||||||
Financial income (expenses), net |
59,831 | 66,563 | ||||||
|
|
|
|
|||||
Income before income taxes |
1,268,662 | 1,473,726 | ||||||
Income taxes |
288,168 | 313,839 | ||||||
|
|
|
|
|||||
Net income |
980,494 | 1,159,887 | ||||||
|
|
|
|
|||||
Net income attributable to Sony Group Corporation’s Stockholders |
970,573 | 1,141,600 | ||||||
|
|
|
|
|||||
Net income attributable to noncontrolling interests |
9,921 | 18,287 | ||||||
|
|
|
|
All Other
Sales for the fiscal year ended March 31, 2025 increased 7.0 billion yen year-on-year to 96.3 billion yen. An operating loss of 18.0 billion yen was recorded, compared to operating income of 1.6 billion yen in the fiscal year ended March 31, 2024. This deterioration was mainly due to a deterioration in the share of profit or loss of investments accounted for using the equity method, partially offset by the impact of the above-mentioned increase in sales.
- 48 -
Foreign Exchange Fluctuations and Risk Hedging
During the fiscal year ended March 31, 2025, the average rates of the yen were 152.5 yen against the U.S. dollar and 163.6 yen against the euro, which were 8.1 yen and 7.0 yen weaker, respectively, than the fiscal year ended March 31, 2024.
For the fiscal year ended March 31, 2025, consolidated sales were 12 trillion 957.1 billion yen, essentially flat year-on-year. On a constant currency basis, sales decreased approximately 4% year-on-year. For further details about the impact of foreign exchange rate fluctuations on sales and operating income, refer to “Note: Sales on a Constant Currency Basis and the Impact of Foreign Exchange Rate Fluctuations” below.
The table below indicates the foreign exchange impact on sales and operating results in each of the G&NS, ET&S and I&SS segments. For further details, refer to “Operating Performance by Business Segment” which discusses the impact of foreign exchange rates within segments and categories where foreign exchange rate fluctuations had a significant impact.
Fiscal year ended March 31 | Impact of changes in foreign exchange rates |
|||||||||||||
2024 | 2025 | 2024 to 2025 | ||||||||||||
(Yen in billions) | ||||||||||||||
G&NS |
Sales |
4,267.7 | 4,670.0 | +170.0 | ||||||||||
Operating income |
290.2 | 414.8 | +0.2 | |||||||||||
ET&S |
Sales |
2,453.7 | 2,409.3 | +78.9 | ||||||||||
Operating income |
187.4 | 190.9 | +12.3 | |||||||||||
I&SS |
Sales |
1,602.7 | 1,799.0 | +95.9 | ||||||||||
Operating income |
193.5 | 261.1 | +63.4 |
During the fiscal year ended March 31, 2025, sales for the Music segment increased 14% year-on-year to 1 trillion 842.6 billion yen, while sales increased approximately 9% year-on-year on a constant currency basis. In the Pictures segment, sales were 1 trillion 505.9 billion yen, essentially flat year-on-year, while sales decreased approximately 4% on a U.S. dollar basis. For a detailed analysis of segment performance, refer to the Music and Pictures segments under “Operating Performance by Business Segment.” Sony’s Financial Services segment consolidates the yen-based results of SFGI. As most of the operations in this segment are based in Japan, Sony management analyzes the performance of the Financial Services segment on a yen basis only.
During the fiscal year ended March 31, 2025, Sony estimated that a one yen appreciation against the U.S. dollar would have decreased sales in the G&NS, ET&S and I&SS segments by approximately 31.8 billion yen, with a corresponding decrease in operating income of approximately 1.3 billion yen. A one yen appreciation against the euro was estimated to decrease sales in these segments by approximately 11.8 billion yen, with a corresponding decrease in operating income of approximately 6.5 billion yen. For more details, refer to “Risk Factors” in “Item 3. Key Information.”
Sony’s consolidated operating results are subject to foreign currency rate fluctuations primarily due to different currency composition of revenue and costs. In the G&NS segment, a significant proportion of costs is incurred in U.S. dollars, but sales are recorded in Japanese yen, U.S. dollars or euros. As a result, the yen appreciation against the U.S. dollar has a positive impact on operating income while the yen appreciation against the euro has a negative impact. In the ET&S segment, yen appreciation against the U.S. dollar has a positive impact on operating income, mainly due to a high proportion of manufacturing and other costs for certain key products being incurred in U.S. dollars. Meanwhile, a large portion of sales for certain key products is in emerging markets, resulting in yen appreciation against the currencies of emerging markets having a negative impact on operating profit in the ET&S segment. In the I&SS segment, a significant proportion of sales contracts are denominated in U.S. dollars, but manufacturing operations are located in Japan, and, therefore, yen appreciation against the U.S. dollar has a significantly negative impact on operating income.
In order to reduce the risk caused by foreign exchange rate fluctuations, Sony employs derivatives, including foreign exchange forward contracts and foreign currency option 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 or anticipated by Sony’s transactions and accounts receivable and payable denominated in foreign currencies.
Sony Global Treasury Services Plc (“SGTS”) in the U.K. provides integrated treasury services for Sony Group Corporation, its subsidiaries, and affiliated companies. Sony’s policy is that Sony Group Corporation and all subsidiaries with foreign exchange exposures should enter into commitments with SGTS to hedge their
- 49 -
exposures. Sony Group Corporation and most of its subsidiaries utilize SGTS for this purpose. Sony’s policy of concentrating its foreign exchange exposures means that SGTS and Sony Group Corporation hedge most of the net foreign exchange exposure within the Sony group. Sony has a policy on the use of derivatives whereby, in principle, SGTS should centrally deal with and manage derivatives with financial institutions for risk management purposes. SGTS enters into foreign exchange transactions with creditworthy third-party financial institutions. Most of these transactions are entered into to address projected exposures before the actual export and import transactions take place. In general, SGTS hedges the projected exposures for a period of the current month or one month before the actual transactions take place. Sony enters into foreign exchange transactions with financial institutions primarily for hedging purposes. Sony does not use these derivative financial instruments for trading or speculative purposes except for certain derivatives in the Financial Services segment. In the Financial Services segment, Sony uses derivatives primarily for asset liability management.
Changes in the fair value of derivatives designated as cash flow hedges are initially recorded in accumulated 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 financial income and expenses. The net fair value of all the foreign exchange derivative contracts as of March 31, 2024 and 2025 was an asset of 2.9 billion yen and a liability of 0.5 billion yen, respectively. Refer to Note 15 of the consolidated financial statements.
Note:
Sales on a Constant Currency Basis and the Impact of Foreign Exchange Rate Fluctuations
The descriptions of sales on a constant currency basis reflect sales calculated by applying the yen’s monthly average exchange rates from the previous fiscal year to local currency-denominated monthly sales in the current fiscal year. For SME and SMP in the Music segment, and in the Pictures segment, the constant currency amounts are calculated by applying the monthly average U.S. dollar / yen exchange rates after aggregation on a U.S. dollar basis.
Results for the Pictures segment are described on a U.S. dollar basis as the Pictures segment reflects the operations of SPE, a U.S.-based operation that aggregates the results of its worldwide subsidiaries in U.S. dollars.
The impact of foreign exchange rate fluctuations on sales is calculated by applying the change in the yen’s periodic weighted average exchange rate for the previous fiscal year from the current fiscal year to the major transactional currencies in which the sales are denominated. The impact of foreign exchange rate fluctuations on operating income (loss) is calculated by subtracting from the impact on sales the impact on cost of sales and SGA expenses calculated by applying the same major transactional currencies calculation process to cost of sales and SGA expenses as for the impact on sales. The I&SS segment enters into its own foreign exchange hedging transactions, and the impact of those transactions is included in the impact of foreign exchange rate fluctuations on sales and operating income (loss) for that segment.
This information is not a substitute for Sony’s consolidated financial statements measured in accordance with IFRS Accounting Standards. However, Sony believes that these disclosures provide additional useful analytical information to investors regarding the operating performance of Sony.
Assets, Liabilities and Stockholders’ Equity
The following schedule shows unaudited condensed statements of financial position for the Financial Services segment and all other segments excluding the Financial Services segment. These presentations are not in accordance with IFRS Accounting Standards, which is used by Sony to prepare its 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. Both financial statements include transactions between the Financial Services segment and Sony without the Financial Services segment. The figures shown in the respective presentations for the Financial Services segment and Sony without the Financial Services segment are prior to the elimination and/or offset of such transactions and deferred tax assets and deferred tax liabilities of each. The consolidated column is presented net of the elimination and/or offset of such intercompany balances and deferred tax assets and liabilities.
- 50 -
Condensed Statements of Financial Position
Yen in millions | ||||||||||||||||||||||||
Financial Services | Sony without Financial Services |
Consolidated | ||||||||||||||||||||||
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
|||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents *1 |
¥ | 913,815 | ¥ | 1,216,277 | ¥ | 993,298 | ¥ | 1,764,679 | ¥ | 1,907,113 | ¥ | 2,980,956 | ||||||||||||
Investments and advances in the Financial Services segment *2 |
398,153 | 453,677 | — | — | 398,153 | 453,677 | ||||||||||||||||||
Trade and other receivables, and contract assets |
127,016 | 126,052 | 2,033,170 | 1,820,688 | 2,158,196 | 1,943,184 | ||||||||||||||||||
Inventories |
— | — | 1,518,644 | 1,310,770 | 1,518,644 | 1,310,770 | ||||||||||||||||||
Other financial assets |
57,254 | 117,719 | 68,111 | 27,473 | 125,365 | 145,192 | ||||||||||||||||||
Other current assets |
50,487 | 25,882 | 625,539 | 604,486 | 669,335 | 621,209 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total current assets |
1,546,725 | 1,939,607 | 5,238,762 | 5,528,096 | 6,776,806 | 7,454,988 | ||||||||||||||||||
Non-current assets: |
||||||||||||||||||||||||
Investments accounted for using the equity method |
4,905 | 3,171 | 418,839 | 344,547 | 423,744 | 347,718 | ||||||||||||||||||
Investments and advances in the Financial Services segment *2 |
18,939,794 | 18,736,298 | — | — | 18,939,794 | 18,736,298 | ||||||||||||||||||
Investments in Financial Services, at cost |
— | — | 550,483 | 550,483 | — | — | ||||||||||||||||||
Property, plant and equipment |
14,162 | 13,335 | 1,508,151 | 1,499,998 | 1,522,640 | 1,513,660 | ||||||||||||||||||
Right-of-use assets |
76,288 | 76,291 | 428,224 | 446,455 | 503,395 | 521,685 | ||||||||||||||||||
Goodwill and intangible assets, including content assets *3 |
77,323 | 86,601 | 3,953,492 | 4,342,380 | 4,030,815 | 4,428,981 | ||||||||||||||||||
Deferred tax assets |
— | 3,149 | 520,613 | 546,501 | 499,550 | 559,284 | ||||||||||||||||||
Other financial assets |
52,882 | 60,496 | 848,599 | 1,108,426 | 897,341 | 1,164,630 | ||||||||||||||||||
Other non-current assets |
165,049 | 153,880 | 421,258 | 484,529 | 513,405 | 565,929 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total non-current assets |
19,330,403 | 19,133,221 | 8,649,659 | 9,323,319 | 27,330,684 | 27,838,185 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets |
¥ | 20,877,128 | ¥ | 21,072,828 | ¥ | 13,888,421 | ¥ | 14,851,415 | ¥ | 34,107,490 | ¥ | 35,293,173 | ||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||
Short-term borrowings |
¥ | 1,802,337 | ¥ | 1,872,486 | ¥ | 227,979 | ¥ | 258,918 | ¥ | 2,030,316 | ¥ | 2,131,404 | ||||||||||||
Trade and other payables |
61,153 | 93,010 | 2,005,112 | 2,010,444 | 2,064,905 | 2,100,144 | ||||||||||||||||||
Deposits from customers in the banking business |
3,670,567 | 3,981,193 | — | — | 3,670,567 | 3,981,193 | ||||||||||||||||||
Income taxes payables |
10,050 | 5,902 | 142,024 | 83,583 | 152,074 | 89,485 | ||||||||||||||||||
Participation and residual liabilities in the Pictures segment |
— | — | 251,743 | 236,752 | 251,743 | 236,752 | ||||||||||||||||||
Other financial liabilities |
77,523 | 74,680 | 38,522 | 36,009 | 116,044 | 110,689 | ||||||||||||||||||
Other current liabilities |
209,555 | 225,531 | 1,704,158 | 1,822,993 | 1,906,396 | 2,039,121 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total current liabilities |
5,831,185 | 6,252,802 | 4,369,538 | 4,448,699 | 10,192,045 | 10,688,788 | ||||||||||||||||||
Non-current liabilities: |
||||||||||||||||||||||||
Long-term debt |
703,106 | 690,249 | 1,355,011 | 1,376,593 | 2,058,117 | 2,066,842 | ||||||||||||||||||
Defined benefit liabilities |
39,284 | 38,806 | 208,299 | 198,135 | 247,583 | 236,941 | ||||||||||||||||||
Deferred tax liabilities |
36,368 | 8,202 | 165,877 | 172,139 | 166,424 | 175,228 | ||||||||||||||||||
Insurance contract liabilities |
12,931,995 | 12,689,306 | — | — | 12,931,995 | 12,689,306 | ||||||||||||||||||
Participation and residual liabilities in the Pictures segment |
— | — | 206,081 | 188,919 | 206,081 | 188,919 | ||||||||||||||||||
Other financial liabilities |
214,414 | 313,800 | 175,263 | 263,675 | 386,761 | 574,351 | ||||||||||||||||||
Other non-current liabilities |
7,607 | 6,751 | 176,767 | 177,380 | 162,379 | 162,647 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total non-current liabilities |
13,932,774 | 13,747,114 | 2,287,298 | 2,376,841 | 16,159,340 | 16,094,234 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total liabilities |
19,763,959 | 19,999,916 | 6,656,836 | 6,825,540 | 26,351,385 | 26,783,022 | ||||||||||||||||||
Equity: |
||||||||||||||||||||||||
Stockholders’ equity of Financial Services |
1,113,169 | 1,072,912 | — | — | — | — | ||||||||||||||||||
Stockholders’ equity of Sony without Financial Services |
— | — | 7,062,657 | 7,695,469 | — | — | ||||||||||||||||||
Sony Group Corporation’s stockholders’ equity |
— | — | — | — | 7,587,177 | 8,179,745 | ||||||||||||||||||
Noncontrolling interests |
— | — | 168,928 | 330,406 | 168,928 | 330,406 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total equity |
1,113,169 | 1,072,912 | 7,231,585 | 8,025,875 | 7,756,105 | 8,510,151 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total liabilities and equity |
¥ | 20,877,128 | ¥ | 21,072,828 | ¥ | 13,888,421 | ¥ | 14,851,415 | ¥ | 34,107,490 | ¥ | 35,293,173 | ||||||||||||
|
|
|
|
|
|
|
|
|
*1 Refer to “Cash Flows” below for details regarding the factors affecting Cash and cash equivalents as of March 31, 2025 in Sony without the Financial Services segment.
- 51 -
*2 Refer to Note 5 of the consolidated financial statements for the fluctuations of Investments and advances in the Financial Services segment as of March 31, 2024 and March 31, 2025, respectively.
*3 Goodwill and intangible assets, including content assets as of March 31, 2025 in Sony without the Financial Services segment increased year-on-year mainly due to an increase in content assets in the Music and Pictures segments.
Cash Flows
Operating Activities: During the fiscal year ended March 31, 2025, there was a net cash inflow of 2 trillion 321.7 billion yen from operating activities, an increase of 948.5 billion yen year-on-year.
For all segments excluding the Financial Services segment, there was a net cash inflow of 1 trillion 972.4 billion yen, an increase of 794.6 billion yen year-on-year. This increase was primarily due to a decrease in trade receivables and contract assets compared to an increase in the previous fiscal year, and a year-on-year increase in income before income taxes after taking into account non-cash adjustments (including depreciation and amortization, including amortization of contract costs, as well as other operating (income) expense, net, and (gain) loss on securities, net), an increase in trade payables compared to a decrease in the previous fiscal year, and a larger decrease in inventories. This increase in net cash inflow was partially offset by the negative impact of a larger increase in content assets.
In the Financial Services segment, there was a 350.3 billion yen net cash inflow, an increase of 103.9 billion yen year-on-year. This increase was mainly due to a smaller increase in mortgage loans at Sony Bank.
Investing Activities: During the fiscal year ended March 31, 2025, Sony used 930.1 billion yen of net cash in investing activities, an increase of 111.2 billion yen year-on-year.
For all segments excluding the Financial Services segment, there was a net cash outflow of 904.4 billion yen, an increase of 110.2 billion yen year-on-year. This increase was mainly due to a year-on-year increase in payments for purchases of businesses and other.
The Financial Services segment used 26.9 billion yen of net cash in investing activities, essentially flat year-on-year.
Financing Activities: During the fiscal year ended March 31, 2025, Sony used 298.2 billion yen of net cash in financing activities, an increase of 87.5 billion yen year-on-year.
For all segments excluding the Financial Services segment, there was a net cash outflow of 277.2 billion yen, an increase of 79.9 billion yen year-on-year. This increase was mainly due to a year-on-year decrease in proceeds from the issuance of long-term debt.
In the Financial Services segment, there was a 20.9 billion yen net cash outflow, a decrease of 42.4 billion yen year-on-year. This decrease was mainly due to the absence of dividend payments.
Accounting for the above factors and the effect of fluctuations in foreign exchange rates, the total outstanding balance of cash and cash equivalents as of March 31, 2025 was 2 trillion 981.0 billion yen. Cash and cash equivalents of all segments excluding the Financial Services segment was 1 trillion 764.7 billion yen as of March 31, 2025, an increase of 771.4 billion yen compared with the balance as of March 31, 2024. Within the Financial Services segment, the outstanding balance of cash and cash equivalents was 1 trillion 216.3 billion yen as of March 31, 2025, an increase of 302.5 billion yen compared with the balance as of March 31, 2024.
- 52 -
Information on Cash Flows Separating Out the Financial Services Segment
The following schedule shows unaudited condensed statements of cash flows for the Financial Services segment and all other segments excluding the Financial Services segment. These presentations are not in accordance with IFRS Accounting Standards, which is used by Sony to prepare its 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 the Financial Services segment are included in those respective presentations, then eliminated in the consolidated figures shown below.
Condensed Statements of Cash Flows
Yen in millions | ||||||||||||||||||||||||
Fiscal year ended March 31 | ||||||||||||||||||||||||
Financial Services | Sony without Financial Services |
Consolidated | ||||||||||||||||||||||
2024 | 2025 | 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||||||
Income (loss) before income taxes |
173,576 | 130,528 | 1,145,135 | 1,343,173 | 1,268,662 | 1,473,726 | ||||||||||||||||||
Adjustments to reconcile income (loss) before income taxes to net cash provided by (used in) operating activities: |
||||||||||||||||||||||||
Depreciation and amortization, including amortization of contract costs |
27,689 | 27,399 | 1,117,292 | 1,125,588 | 1,144,981 | 1,152,987 | ||||||||||||||||||
Other operating (income) expense, net |
(19,271 | ) | 1,981 | (10,133 | ) | (11,222 | ) | (29,404 | ) | (9,241 | ) | |||||||||||||
(Gain) loss on securities, net (other than Financial Services segment) |
— | — | (73,166 | ) | (75,742 | ) | (73,166 | ) | (75,742 | ) | ||||||||||||||
Changes in assets and liabilities: |
||||||||||||||||||||||||
(Increase) decrease in trade receivables and contract assets |
(20,843 | ) | 959 | (200,071 | ) | 226,098 | (243,646 | ) | 228,623 | |||||||||||||||
(Increase) decrease in inventories |
— | — | 75,641 | 199,916 | 75,641 | 199,916 | ||||||||||||||||||
(Increase) decrease in investments and advances in the Financial Services segment |
(1,748,913 | ) | (824,443 | ) | — | — | (1,748,913 | ) | (824,443 | ) | ||||||||||||||
(Increase) decrease in content assets |
— | — | (486,183 | ) | (683,388 | ) | (486,183 | ) | (683,388 | ) | ||||||||||||||
Increase (decrease) in trade payables |
27,116 | 31,309 | (40,882 | ) | 107,601 | 9,188 | 136,952 | |||||||||||||||||
Increase (decrease) in insurance contract liabilities, net of insurance contract assets |
1,370,580 | 573,749 | — | — | 1,370,580 | 573,749 | ||||||||||||||||||
Increase (decrease) in deposits from customers in the banking business |
536,688 | 401,014 | — | — | 536,688 | 401,014 | ||||||||||||||||||
Increase (decrease) in borrowings in the life insurance business and the banking business |
(41,516 | ) | 66,783 | — | — | (41,516 | ) | 66,783 | ||||||||||||||||
Increase (decrease) in taxes payable other than income taxes, net |
387 | (1,304 | ) | (22,878 | ) | (14,157 | ) | (22,491 | ) | (15,461 | ) | |||||||||||||
Other |
(59,081 | ) | (57,649 | ) | (326,927 | ) | (245,428 | ) | (387,208 | ) | (303,800 | ) | ||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Net cash provided by (used in) operating activities |
246,412 | 350,326 | 1,177,828 | 1,972,439 | 1,373,213 | 2,321,675 | ||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||||||
Payments for property, plant and equipment and other intangible assets |
(18,167 | ) | (26,542 | ) | (606,844 | ) | (622,187 | ) | (623,946 | ) | (647,527 | ) | ||||||||||||
Payments for investments and advances (other than Financial Services segment) |
— | — | (95,506 | ) | (98,536 | ) | (95,506 | ) | (98,536 | ) | ||||||||||||||
Proceeds from sales or return of investments and collections of advances (other than Financial Services segment) |
— | — | 92,679 | 46,540 | 92,679 | 46,540 | ||||||||||||||||||
Other |
(7,560 | ) | (382 | ) | (184,553 | ) | (230,215 | ) | (192,113 | ) | (230,597 | ) | ||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Net cash provided by (used in) investing activities |
(25,727 | ) | (26,924 | ) | (794,224 | ) | (904,398 | ) | (818,886 | ) | (930,120 | ) | ||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||||||
Increase (decrease) in borrowings, net |
(11,633 | ) | (21,545 | ) | 90,289 | (48,827 | ) | 78,656 | (70,372 | ) | ||||||||||||||
Dividends paid |
(50,037 | ) | — | (98,620 | ) | (115,253 | ) | (98,620 | ) | (115,253 | ) | |||||||||||||
Other |
(1,693 | ) | 605 | (188,977 | ) | (113,111 | ) | (190,745 | ) | (112,618 | ) | |||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Net cash provided by (used in) financing activities |
(63,363 | ) | (20,940 | ) | (197,308 | ) | (277,191 | ) | (210,709 | ) | (298,243 | ) | ||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Effect of exchange rate changes on cash and cash equivalents |
— | — | 82,595 | (19,469 | ) | 82,595 | (19,469 | ) | ||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Net increase (decrease) in cash and cash equivalents |
157,322 | 302,462 | 268,891 | 771,381 | 426,213 | 1,073,843 | ||||||||||||||||||
Cash and cash equivalents at beginning of the fiscal year |
756,493 | 913,815 | 724,407 | 993,298 | 1,480,900 | 1,907,113 | ||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Cash and cash equivalents at end of the fiscal year |
913,815 | 1,216,277 | 993,298 | 1,764,679 | 1,907,113 | 2,980,956 | ||||||||||||||||||
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B. | Liquidity and Capital Resources |
The description below covers basic financial policy and figures for Sony’s consolidated operations except for the Financial Services segment and certain subsidiaries, which secure liquidity on their own. Furthermore, the Financial Services segment is described separately in this section.
Liquidity Management and Market Access
An important financial objective of Sony is to maintain the strength of its financial condition, while securing adequate liquidity for business activities. Sony defines its liquidity sources as the amount of cash and cash equivalents (“cash balance”) (excluding restrictions on capital transfers mainly due to national regulations) and the unused amount of committed lines of credit.
Funding requirements that arise from maintaining liquidity are principally covered by cash flow from operating and investing activities (including asset sales) and by the available cash balance; however, Sony also raises funds as needed from financial and capital markets through means such as corporate bonds, CP and bank loans.
Sony Group Corporation, SGTS and Sony Capital Corporation (“SCC”), a finance subsidiary in the U.S., maintain CP programs with access to the Japanese, U.S. and European CP markets. The borrowing limits under these CP programs, translated into yen, were 1 trillion 246.8 billion yen in total for Sony Group Corporation, SGTS and SCC as of March 31, 2025. There were no amounts outstanding under the CP programs as of March 31, 2025.
If disruption and volatility occur in financial and capital markets and Sony becomes unable to raise sufficient funds from these sources, Sony may also draw down funds from contractually committed lines of credit from various financial institutions. Sony has a total, translated into yen, of 760.7 billion yen in unused committed lines of credit, as of March 31, 2025. Details of those committed lines of credit are: a 350.0 billion yen committed line of credit contracted with a syndicate of Japanese banks, a 1.7 billion U.S. dollar multi-currency committed line of credit also contracted with a syndicate of Japanese banks and a 1.05 billion U.S. dollar multi-currency committed line of credit contracted with a syndicate of foreign banks. Sony currently believes that it can sustain sufficient liquidity through access to committed lines of credit with financial institutions, together with its available cash balance, even in the event that financial and capital markets become illiquid.
Sony considers one of management’s top priorities to be the maintenance of stable and appropriate credit ratings in order to ensure financial flexibility for liquidity and capital management and continued adequate access to sufficient funding resources in the financial and capital markets. However, in the event of a downgrade in Sony’s credit ratings, there are no financial covenants in any of Sony’s material financial agreements with financial institutions that would cause an acceleration of the obligation. Even though the cost of borrowing for some committed lines of credit could change according to Sony’s credit ratings, there are no financial covenants that would cause any impairment on the ability to draw down on unused facilities.
Cash Management
Sony manages its global cash management activities primarily through Sony Group Corporation in Japan, SCC in the U.S. and SGTS in other regions. The excess or shortage of cash at most of Sony’s subsidiaries is invested or funded by Sony Group Corporation, SGTS and SCC on a net basis, although Sony recognizes that fund transfers are limited in certain countries and geographic areas due to restrictions on capital transactions. In order to pursue more efficient cash management, cash surpluses among Sony’s subsidiaries are deposited with Sony Group Corporation, SGTS and SCC, and cash shortfalls among subsidiaries are covered by loans through Sony Group Corporation, SGTS and SCC, so that Sony can make use of excess cash balances and reduce third-party borrowings. Where local restrictions prevent an efficient intercompany transfer of funds, Sony’s intent is that cash balances remain outside of Sony Group Corporation, SGTS and SCC and that Sony meets its liquidity needs through ongoing cash flows, external borrowings, or both. Sony does not expect restrictions of capital transactions on amounts held outside of Japan to have a material effect on Sony’s overall liquidity, financial condition or results of operations.
Financial Services segment
The management of SFGI, Sony Life, Sony Assurance and Sony Bank recognizes the importance of securing sufficient liquidity to cover the payment of obligations that these companies incur in the ordinary course of business. Sony Life, Sony Assurance and Sony Bank maintain a sufficient cash balance and secure sufficient means to meet their obligations while abiding by laws and regulations such as the Insurance Business Act or the
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Banking Act of Japan, and restrictions imposed by the FSA and other regulatory authorities as well as establishing and operating under company guidelines that comply with these regulations. Sony Life and Sony Assurance establish a sufficient level of liquidity for the smooth payment of insurance claims by investing, primarily in securities, their cash inflows, which come mainly from policyholders’ insurance premiums. Sony Bank maintains a necessary level of liquidity for the smooth settlement of transactions by using its cash inflows, which come mainly from customers’ deposits in local currency, to offer mortgage loans to individuals and to invest mainly in marketable securities. Cash inflows from customers’ deposits in foreign currencies are invested mainly in investment instruments of the same currency.
In addition, Sony’s subsidiaries in the Financial Services segment are subject to the Insurance Business Act and the Banking Act, which require insurance and banking business companies to maintain their financial credibility and to secure protection for policyholders and depositors in view of the public nature of insurance and banking services. As such, lending and borrowing between subsidiaries in the Financial Services segment and the other companies within Sony Group is strictly limited. Sony’s subsidiaries in the Financial Services segment are managed separately from Sony’s cash management activities through Sony Group Corporation, SGTS and SCC as mentioned above.
For further information about Sony’s views regarding utilization of cash flow from operating activities generated within the Sony Group for strategic investments, shareholder returns and as cash on hand, refer to “Issues Facing Sony and Management’s Response to those Issues: Fifth Mid-Range Plan — Financial Targets, Capital Allocation and their Progress” in Item 5.D.
Off-balance Sheet Transactions
Sony has certain off-balance sheet transactions that provide liquidity, capital resources and/or credit risk support. These transactions in which Sony has relinquished control of trade receivables are accounted for as sales. Certain trade receivable sales programs also involve structured entities. Refer to Note 28 of the consolidated financial statements.
Contractual Obligations, Commitments, and Contingent Liabilities
Sony’s contractual obligations, commitments and contingent liabilities are summarized as follows:
Short-term borrowings and long-term debt
Refer to Note 6 and Note 14 of the consolidated financial statements.
Loan commitments, purchase commitments and litigation
Refer to Note 32 of the consolidated financial statements.
Insurance contract liabilities
Refer to Note 13 of the consolidated financial statements.
C. | Research and Development |
Under its Purpose to “fill the world with emotion (Kando) through the power of creativity and technology,” Sony has set forth “Creation Shift” as its management direction and “Creative Entertainment Vision” as its long-term vision for where it wants to be in 10 years. Under this direction and this vision, Sony provides technologies and solutions for creators.
The role of Sony’s R&D is to develop technologies that support creators and unleash their creativity. Sony’s R&D direction is “We are here for creators.” Sony defines “creators” broadly, to include artists, engineers, scientists, and everyone who endeavors to build a positive future with Kando.
In line with this R&D direction, by building a technological foundation that enables the development of both new and existing businesses, Sony pursues R&D pertaining to a series of creation technologies. This translates into focusing on three technological areas for Sony’s future—sensing, AI, and digital virtual worlds - and developing technologies that maximize creativity, IP value, and fan engagement. To develop these creation technologies, it is important to respect diversity in three areas: various content fields, culture (which includes language), and the viewpoints of people across different demographics. Sony’s R&D teams must also be diverse, bringing varied expertise and experiences to bear. In an effort to address this social issue, Sony works to support
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diverse, outstanding research talent, which is necessary for technological innovation. As part of this effort, together with the world’s leading science journal Nature, Sony launched the “Sony Women in Technology Award with Nature” in March 2024 to annually recognize three next-generation women researchers whose work is driving positive impact on the planet and society. The first winners of the award were announced in February 2025.
Through technology, Sony will continue to provide diverse creators with the power to unleash their creativity.
Sony’s research and development organizations carry out various R&D activities in collaboration with multiple R&D organizations located both inside and outside of Japan, utilizing the different characteristics and strengths of each area. In addition to aiming to acquire excellent local R&D personnel, Sony will strive to strengthen collaboration with external creators and academia, without limiting itself within its own organization. Sony is already promoting various activities such as joint development with universities around the world, and plans to further expand such activities in the future.
R&D costs for the fiscal year ended March 31, 2025 decreased 8.2 billion yen (1.1%) year-on-year to 734.6 billion yen. The ratio of R&D costs to consolidated sales excluding the Financial Services segment was 6.1%, compared to 6.6% in the previous fiscal year.
The following table shows a breakdown of R&D costs for each business segment in the fiscal years ended March 31, 2024 and 2025.
Fiscal year ended March 31 | ||||||||
2024 | 2025 | |||||||
(Yen in billions) | ||||||||
R&D costs |
||||||||
G&NS |
281.6 | 279.2 | ||||||
ET&S |
154.8 | 138.9 | ||||||
I&SS |
219.2 | 228.4 |
Note: Due to the reorganization of Sony’s technology-related organizations in the fiscal year ended March 31, 2025, the amount of R&D costs for Sony Group Corporation’s research and development organization (“Corporate R&D”) has become immaterial. Therefore, from the fiscal year ended March 31, 2025, R&D costs for Corporate R&D are not presented separately.
D. | Trend Information |
This section 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 applies to this entire document.
Issues Facing Sony and Management’s Response to those Issues
In the fiscal year ended March 31, 2025, although geopolitical risk remained high, the global economy maintained solid growth due to disinflation and associated monetary easing. In particular, the U.S. economy remained steady even under higher interest rates, supported by a recovery in consumer spending owing to the stable employment and income situation. On the other hand, the yen exchange rate continued to fluctuate significantly, as it had in the fiscal year ended March 31, 2024, as a result of the interest rate differential between the U.S. and Japan. In China, despite improvements in consumer spending and real estate sales due to the economic stimulus package by the government, a prolonged slump in the real estate market associated mainly with a decline in real estate investment put downward pressure on the economy. The outlook for the future global economy is rapidly becoming more uncertain due to factors such as the series of changes in U.S. tariff policy and resulting concerns about a global economic slowdown, in addition to increasing uncertainty regarding the situations in Ukraine and Russia and in the Middle East.
Sony has a wide range of businesses globally. These changes in the global economy, in addition to increased geopolitical risk including relations between the U.S. and China, the rise of new technologies such as AI, and responses to global environmental challenges and social division, are causing major changes in the environment surrounding each of Sony’s business segments.
Sony has responded swiftly to changes in the business environment and worked to strengthen the profit structure of each of its businesses, while continuing to prioritize management with a long-term view, with the goal of enhancing the corporate value of the entire Sony Group.
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On May 14, 2025, Sony held its Corporate Strategy and Earnings Announcement Presentation. President and CEO Hiroki Totoki presented Sony’s long-term strategies, management direction and priorities.
Hiroki Totoki highlighted Sony’s years-long directional shift to entertainment as transformational for Sony and leading to strong results and stressed that Sony’s priorities and commitment to growth in these sectors would continue. He stated that building on the momentum and results to date and working with a laser-like focus to realize Sony’s long-term “Creative Entertainment Vision” will be at the core of Sony’s corporate strategies going forward. Hiroki Totoki then provided updates on Sony’s core business segments, their achievements and current priorities, and discussed the role they play in realizing Sony’s “Creative Entertainment Vision.”
As introduced at the Corporate Strategy Meeting held on May 23, 2024, Sony’s “Creative Entertainment Vision” seeks to deliver Kando through creativity and technology, maximize IP value, and “Create Infinite Realities,” together with creators, partners, and employees, and through synergies between Sony’s various businesses. He emphasized that building on Sony’s cross-business collaborations, leveraging Sony’s engagement platform initiative to connect diverse fan communities across various entertainment sectors, and leaning into Sony’s strengths in growth areas such as anime will be key to realizing this vision.
The details of the corporate strategy announced in the Corporate Strategy and Earnings Announcement Presentation held on May 14, 2025 are as follows:
1. Entertainment Businesses Integral to Realizing the “Creative Entertainment Vision”
Sony seeks to realize its long-term “Creative Entertainment Vision” that illustrates how it wants to deliver Kando through creativity and technology, together with creators, partners, and employees, and through synergies among Sony’s various businesses.
(1) | G&NS segment |
• | Expect PS5 to drive steady profit, and plan to invest thoughtfully to create the “FUTURE OF PLAY” |
• | Expect stable growth in revenue and profit from network businesses, such as higher revenue and profits from PS Plus, due to the increase of monthly active users corresponding with the expansion of the installed base |
• | Anticipate further growth in the Studio Business through the expanding user base, driven by new titles such as Ghost of Yōtei and the live service game Marathon, as well as the continuing success of ongoing live service games like HELLDIVERS 2 and Destiny 2 |
• | Focus on strong and profitable peripherals, such as PlayStation Portal Remote Player with beta cloud streaming capacity |
(2) | Music segment |
• | In the global music business, focus on strengthening position in the global market, while continuing to improve profitability, and enhancing Sony’s core value proposition which includes repertoire centers in major markets, robust label and artist services, tailored services for independent artists, DIY Distribution, and music publishing |
• | In the Japanese music business, continue to further expand bringing Japanese artists such as YOASOBI to the global market, which was a great success in the fiscal year ended March 31, 2025 |
• | Focus on growing throughout the business and in high-growth markets both organically and through strategic acquisitions, exploring further strategic investment opportunities in key areas and music catalogs, increasing presence, providing services to fans, and expanding IP involving Sony Music artists |
• | Continue exploring the use of cutting-edge technologies such as AI to create value, while protecting the rights of artists |
(3) | Pictures segment |
• | SPE expects to see the release of a strong pipeline including titles such as Spider-Man: Brand New Day, the latest Jumanji film, Spider-Man: Beyond the Spider-Verse and four theater-exclusive biopics about The Beatles |
• | Anime is also expected to be a growth driver for the Pictures segment, as the anime-focused streaming service Crunchyroll steadily expands its paid subscribers and services |
• | SPE is expected to continue being a hub for synergistic, cross-business collaborations |
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2. Cross-Business Collaborations and Synergy
Central to the “Creative Entertainment Vision,” the value and potential of cross-business collaborations have become evident in recent years with successful examples.
(1) | Anime |
i) | Anime is a key driver of growth across many parts of the Sony Group’s businesses. Building on the businesses of Aniplex and Crunchyroll, Sony is advancing initiatives to expand its reach in anime and strengthen content development. |
• | Anime series adaptation of game IP Ghost of Tsushima: Legends |
• | Establishment of anime production company HAYATE |
• | Strategic capital and business alliance with KADOKAWA |
ii) | Amid the anticipated continued growth of the anime market, Sony plans to further accelerate Crunchyroll’s growth. |
• | Broadening services offered to anime fans, which includes e-commerce for anime merchandise, mobile game library services and a manga application |
• | Sony is working to further expand Crunchyroll’s paid member base of over 17 million (as of March 31, 2025) by collaborating with PSN, enabling smoother registration to Crunchyroll’s paid services from PS5 in order to leverage the monetization capabilities of PSN to enhance Crunchyroll’s service |
(2) | Engagement Platform |
• | Sony is building a new engagement platform to connect users and creators by leveraging PSN’s core backend functions such as payment, data infrastructure and security across various network services within the Sony Group. The platform is expected to be utilized across the Sony Group for better monetization, allowing each group company to focus resources on enhancing competitiveness and differentiation for business growth through expanding and deepening customer engagement |
(3) | LBE |
• | Positioning LBE as an area to maximize the value of IP across various entertainment sectors in the long term, Sony is in the early stages of exploring the potential of LBE |
3. Future Growth in Technology-related Areas as Enablers of Entertainment Businesses
(1) | ET&S segment: Shifting focus of products and services towards content creation |
• | Building on the success of Alpha™ and expanding the imaging ecosystem as a growth driver |
• | Strengthening sports data-related capabilities, as exemplified by the acquisition of KinaTrax Inc. last year, and leveraging real-time content creation technology to support alternative broadcasts to acquire new fans |
• | Pursuing innovation in content creation technology such as “XYN,” real-time VFX, and 360 Virtual Mixing Environment |
(2) | I&SS segment |
• | In the mobile image sensor business, amid expectations that the trend toward larger sensor sizes will continue, Sony aims to achieve further growth with high value-added and differentiated sensors that meet customer expectations by combining a new generation process with sensors such as the two-layer transistor pixel “TRISTA.” |
• | Sony aims to explore options to enhance investment efficiency and control the necessary investments at an appropriate level. |
• | Beyond the mobile image sensor business, while continuing to generate stable profit through cameras and sensors for industrial equipment and social infrastructure, Sony also intends to generate mid- to long-term business growth under optimal development costs and frameworks, in businesses with future growth potential, such as automotive sensors, carefully assessing the speed of market growth and business potential. |
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4. Achieving Growth through Diverse Businesses and Talent
Sony’s diversity of businesses and people is paramount in realizing its “Creative Entertainment Vision.” Its approximately 112,300 employees create an environment that generates diverse viewpoints and ideas, and the synergies generated from this environment are the source of its unique competitive advantages. Sony expects to continue to evolve, unleash the creativity of creators, and strive for a world of infinite realities, entertainment, and excitement.
Fifth Mid-Range Plan — Financial Targets, Capital Allocation and their Progress
<Financial Targets and Capital Allocation>
On May 14, 2024, Sony announced the financial targets for the fifth mid-range plan for the three fiscal years started on April 1, 2024 and ending on March 31, 2027.
In the fifth mid-range plan, Sony is placing greater emphasis on profit-based growth, and has set as the key performance indicators for the entire Group the growth rate of consolidated operating income and the operating income margin for Sony without the Financial Services segment*1. Specifically, Sony is targeting an average annual growth rate of consolidated operating income for the three-year period of 10% or more, and a three-year cumulative consolidated operating income margin of 10% or more.
Regarding the capital allocation plan in the fifth mid-range plan, Sony established a capital expenditure target of 1.7 trillion yen and a strategic investment target of 1.8 trillion yen including growth investments for each business and flexible share repurchases. Three-year cumulative consolidated operating cash flow excluding the Financial Services segment, the main source of capital allocation, is expected to be 4.5 trillion yen, exceeding the results of the fourth mid-range plan for the three fiscal years started on April 1, 2021 and ended on March 31, 2024, due to expected profit growth during the fifth mid-range plan as well as the recovery of working capital that increased during the fourth mid-range plan.
Regarding shareholder returns, Sony plans to place emphasis on its total payout ratio, which it expects to gradually increase throughout the period of the fifth mid-range plan, aiming for approximately 40% in the fiscal year ending March 31, 2027, which is the final fiscal year of the plan.
*1 | As a result of the resolution of the Board of Directors of Sony Group Corporation on May 14, 2025 on the plan for the execution of the Partial Spin-off of the Financial Services business, Sony plans to classify the Financial Services business as a discontinued operation from the first quarter of the fiscal year ending March 31, 2026, and present it separately from continuing operations excluding the Financial Services business. Therefore, the key performance indicators for the entire Group after May 14, 2025 are the growth rate of consolidated operating income and the operating income margin for continuing operations. |
<Progress>
In the fiscal year ended March 31, 2025, the G&NS and I&SS segments were the main drivers of profit growth, leading to the growth of operating income for Sony without the Financial Services segment*2 of 23% year-on-year and an operating income margin of 10.6%.
Regarding capital allocation, Sony has revised its forecast for cumulative three-year operating cash flow on a continuing operations basis, which is the main source of capital, from the initial plan of 4.5 trillion yen to 4.8 trillion yen, taking into account the results of the fiscal year ended March 31, 2025. Since Sony has made strengthening shareholder returns a priority for the fifth mid-range plan, Sony intends to use such increase as a source of capital for greater shareholder returns. The strategic investment budget of 1.8 trillion yen and capital expenditure budget of 1.7 trillion yen remain unchanged from the original plan.
A total of approximately 514.0 billion yen of strategic investments have been executed or determined already (as of May 14, 2025). Regarding shareholder returns, Sony completed a total of 307.5 billion yen in repurchases of its own shares during the period from April 1, 2024 to April 11, 2025, and the annual dividend for the fiscal year ended March 31, 2025, taking into account the stock split*3, increased 3 yen year-on-year to 20 yen per share (a total of 120.6 billion yen). For the fiscal year ending March 31, 2026, Sony has established a maximum 250 billion yen share buyback facility for the year from May 15, 2025 to May 14, 2026, and aims to increase the pace of its increase in dividends, raising the annual dividend by 5 yen per share year-on-year taking into account the stock split*3 to 25 yen per share*4.
*2 | Figures for Sony without Financial Services are not measures in accordance with IFRS Accounting Standards. However, Sony believes that these disclosures may be useful information to investors. |
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*3 | Sony Group Corporation conducted a five-for-one stock split of its common stock effective October 1, 2024, with a record date of September 30, 2024. |
*4 | The above figure for the planned dividend does not include dividends in kind of the shares of SFGI from the Partial Spin-off of the Financial Services business. |
E. | Critical Accounting Estimates |
The preparation of the consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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, future projections and 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 amounts of expenses that are not readily apparent from other sources. Actual results may significantly differ from these estimates. Sony considers an accounting estimate to be critical if it is important to its financial condition and results, and requires significant judgment and estimates on the part of management in its application. Sony believes that the following represents its critical accounting estimates. The critical accounting estimates should be read in conjunction with Notes 2 and 3 of the consolidated financial statements regarding Sony’s material accounting policies.
Financial instruments
Sony recognizes a financial instrument as a financial asset or a financial liability when Sony becomes party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value.
Financial instruments held by Sony are classified according to the measurement method, and for financial instruments measured at fair value, future fluctuations in fair value may have a significant impact on the consolidated financial statements.
The assessment of credit losses for debt securities is often subjective in nature and involves certain assumptions and estimates concerning the credit risk ratings, expected operating results, business plans and future cash flows of the issuer of the security. Accordingly, it is possible that Sony will record an allowance for credit losses for debt securities in the future, where such an allowance for credit losses is not currently recorded based on the assessment of subsequently available information such as a deterioration in the credit risk rating, continued poor operating results, future broad declines in the value of worldwide equity markets and the effect of worldwide interest rate fluctuations. As a result, downward adjustments in income may be recorded in the future due to the recording of such allowance for credit losses.
Impairment of non-financial assets
Sony reviews the recoverability of its non-financial assets, except for inventories, contract costs and deferred tax assets, whenever there is any indication that an asset or a cash-generating unit (“CGU”) may be impaired. In addition, an annual impairment test for goodwill, intangible assets with indefinite useful lives or intangible assets not yet available for use is performed during the fourth quarter of the fiscal year for each CGU or group of CGUs to which the carrying amount of these assets is allocated.
For all CGUs or groups of CGUs with goodwill, the recoverable amount exceeded the carrying amount, and therefore no impairment existed in the fiscal year ended March 31, 2025. Also, the recoverable amount of each CGU or group of CGUs with significant goodwill exceeded their respective carrying values by at least 10.0%. For intangible assets with indefinite useful lives or intangible assets not yet available for use, the recoverable amount exceeded the carrying amount, and therefore no impairment existed.
A discussion of the significant assumptions, other than the mid-range plan, including a sensitivity analysis with respect to their impact, of the recoverable amount of each CGU or group of CGUs for the impairment analysis for goodwill performed for the fiscal year ended March 31, 2025 is included below. Refer to Note 11 of the consolidated financial statements for details.
• | The post-tax discount rates ranged from 3.9% to 14.0%. A hypothetical one percentage point increase in the discount rate, holding all other assumptions constant, would not have resulted in a significant impairment. |
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• | The growth rates applied to the terminal values for the CGUs within the G&NS, ET&S, I&SS and Financial Services segments ranged approximately 1.0% to 2.0%. The growth rates beyond the mid-range plan period for the CGUs in the Music segment ranged from 1.0% to 3.0%, and in the Pictures segment ranged from (5.0%) to 17.0%. A hypothetical one percentage point decrease in the growth rate, holding all other assumptions constant, would not have resulted in a significant impairment. |
• | The earnings multiple used to calculate the terminal value in the Pictures CGUs was 8.5x to 14.3x and the revenue multiple was 1.4x to 1.8x. A hypothetical reduction in earnings multiple by 1.0x and revenue multiple by 0.25x, respectively, holding all other assumptions constant, would not have resulted in a significant impairment. |
Management believes that the assumptions used in the impairment tests are reasonable. However, in the future, changes in estimates resulting in lower recoverable amounts due to unforeseen changes in assumptions could negatively affect the valuations, which may result in Sony recognizing impairment losses for non-financial assets.
Business combinations
Sony recognizes identifiable assets acquired and the liabilities assumed of an acquiree at their fair values at the acquisition date with limited exceptions. Sony recognizes goodwill when the aggregate of the consideration transferred in a business combination, the amount of any non-controlling interests in the acquiree and the fair value of Sony’s previously held equity interest in the acquiree exceeds the net amount of the identifiable assets and liabilities of the acquiree at the acquisition date. If the aggregate above is less than the net amount of identifiable assets and liabilities, the difference is recognized as a gain.
Due to the inherent uncertainties involved in making the estimates and assumptions, the consideration transferred could be valued and allocated to the identifiable assets acquired and liabilities assumed differently. Actual results may differ, or unanticipated events and circumstances may affect such estimates, which could require Sony to record an impairment of an identifiable asset acquired and goodwill, or an increase in the amounts recorded for identifiable liabilities assumed.
Estimation of ultimate revenue in the Pictures segment
An aspect of film accounting that requires the exercise of management’s 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 the measurement of film costs and participation and residual liabilities in the Pictures segment.
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. In addition, 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 on the ratio of current period actual revenues to the estimated remaining 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, 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 on a regular basis based on the actual results to date and estimated future results for each film. For example, a film with lower-than-expected theatrical revenues in its initial weeks of release would generally have its theatrical, home entertainment and television distribution ultimate revenues adjusted downward; a failure to do so would result in the understatement of amortized film costs for the period. Also, participation and residual liabilities are accrued based on the ratio of current period actual revenues to the estimated remaining total revenues.
Valuation of deferred tax assets
Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the assets can be utilized. Accordingly, the valuation of deferred tax assets is assessed periodically with available evidence related to the realizability of the deferred tax assets.
The valuation of deferred tax assets, which is based on currently enacted tax laws and rates as of the end of the reporting period, reflects management’s judgment and best estimate of the likely future tax consequences of
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events that have been recognized in Sony’s financial statements and tax returns, the ability to implement various tax planning strategies and, in certain cases, future forecasts, business plans and other expectations about business outcomes. Changes in existing tax laws or rates in tax jurisdictions in which Sony operates could affect actual tax results, and market or economic deterioration or failure of management to achieve its restructuring objectives could affect future business results, either of which could affect the valuation of deferred tax assets over time. If future results are less than projected, if the results of tax examinations or the negotiations of advance pricing agreements covering transfer pricing of intercompany transactions result in a different allocation of profits and losses than currently anticipated, if tax planning alternatives are no longer viable, or if there is no excess appreciated asset value over the tax basis of the assets contemplated for sale, outstanding deferred tax assets may be required to be written down in the future. On the other hand, a forecasted improvement and consistency in future earnings or other factors, such as business reorganizations, could lead in the future, as a result of a review of all relevant factors, to the reversal of the previous write down of the deferred tax assets which would be recorded as a reduction to tax expense. These possible factors and other changes, that are not anticipated in current estimates, could have a material impact on Sony’s earnings or financial condition in the period or periods in which the impact is recorded or reversed.
Measurement of insurance contract liabilities not measured under the premium allocation approach
The carrying amount of a group of insurance contracts is the sum of the liability for incurred claims and the liability for remaining coverage. The liability for remaining coverage is measured by determining fulfillment cash flows and contractual service margin arising from insurance contracts. The fulfillment cash flows of groups of insurance contracts are measured at the reporting date using current estimates of future cash flows, discount rates, and the risk adjustment for non-financial risk. The mortality rates, morbidity rates, lapse and surrender rates, and discount rates, which are used to measure the estimates of the present value of future cash flows, are significant assumptions for measuring insurance contract liabilities.
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Item 6. | Directors, Senior Management and Employees |
A. | Directors and Senior Management |
Set forth below are the current members of the Board of Directors and Corporate Executive Officers of Sony Group Corporation (the “Corporation”), their responsibility as a director or officer, date of birth, the number of years they have served as a director or officer, and other principal business activities outside the Corporation as of the date of this report.
Board of Directors
Kenichiro Yoshida | ||
Responsibility as a Director: — | ||
Date of Birth: October 20, 1959 | ||
Number of Years Served as a Director: 11 years | ||
Principal Business Activities Outside the Corporation: Outside Director, M3, Inc. | ||
Brief Personal History: | ||
April 1983 |
Joined the Corporation | |
July 2000 |
Joined Sony Communication Network Corporation (currently Sony Network Communications Inc.) | |
September 2000 |
Outside Director, So-net M3, Inc. (currently M3, Inc.) (present) | |
May 2001 |
Senior Vice President, Sony Communication Network Corporation | |
April 2005 |
President and Representative Director, Sony Communication Network Corporation | |
December 2013 |
Executive Vice President, Chief Strategy Officer and Deputy Chief Financial Officer, Corporate Executive Officer, the Corporation | |
April 2014 |
Executive Vice President and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation | |
June 2014 |
Director, the Corporation (present) | |
April 2015 |
Executive Deputy President and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation | |
April 2018 |
President and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation | |
June 2020 |
Chairman, President and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation | |
April 2023 |
Chairman and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation | |
April 2025 |
Chairman, Representative Corporate Executive Officer, the Corporation (present) |
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Hiroki Totoki | ||
Responsibility as a Director: — | ||
Date of Birth: July 17, 1964 | ||
Number of Years Served as a Director: 6 years | ||
Principal Business Activities Outside the Corporation: Outside Director, Recruit Holdings Co., Ltd. | ||
Brief Personal History: | ||
April 1987 |
Joined the Corporation | |
February 2002 |
Representative Director, Sony Bank Incorporated | |
June 2005 |
Director, Corporate Executive Officer and Senior Managing Director, Sony Communication Network Corporation (currently Sony Network Communications Inc.) | |
April 2012 |
Representative Director, Corporate Executive Officer and Senior Managing Director, So-net Entertainment Corporation (currently Sony Network Communications Inc.) | |
April 2013 |
Representative Director, Corporate Executive Officer, Deputy President and Chief Financial Officer, So-net Entertainment Corporation | |
December 2013 |
Senior Vice President, Corporate Executive, the Corporation | |
November 2014 |
President and Chief Executive Officer, Sony Mobile Communications Inc. (currently Sony Corporation) | |
June 2015 |
Director, Chairman, So-net Corporation (currently Sony Network Communications Inc.) | |
April 2016 |
Executive Vice President, Corporate Executive Officer, the Corporation In charge of New Business Platform (Strategy) | |
President and Representative Director, So-net Corporation | ||
June 2017 |
Executive Vice President, Chief Strategy Officer, Corporate Executive Officer, the Corporation In charge of Mid- to Long-Term Business Strategy, New Business | |
April 2018 |
Executive Vice President, Chief Financial Officer, Representative Corporate Executive Officer, the Corporation | |
June 2018 |
Senior Executive Vice President, Chief Financial Officer, Representative Corporate Executive Officer, the Corporation Outside Director, Recruit Holdings Co., Ltd. (present) | |
June 2019 |
Director, the Corporation (present) | |
June 2020 |
Executive Deputy President, Chief Financial Officer, Representative Corporate Executive Officer, the Corporation | |
April 2023 |
President, Chief Operating Officer and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation | |
April 2024 |
Interim Corporate Executive Officer, Sony Interactive Entertainment | |
June 2024 |
Chairman, Sony Interactive Entertainment | |
April 2025 |
President and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation (present) | |
Yoshihiko Hatanaka | ||
Responsibility as a Director: Chair of the Board | ||
Date of Birth: April 20, 1957 | ||
Number of Years Served as a Director: 6 years | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
April 1980 |
Joined Fujisawa Pharmaceutical Co., Ltd. (currently Astellas Pharma Inc.) | |
June 2005 |
Corporate Executive, Vice President, Corporate Planning, Corporate Strategy, Astellas Pharma Inc. | |
April 2006 |
Corporate Executive of Astellas Pharma Inc. and President & CEO, Astellas US LLC and President & CEO, Astellas Pharma US, Inc. | |
June 2008 |
Senior Corporate Executive of Astellas Pharma Inc. and President & CEO, Astellas US LLC and President & CEO, Astellas Pharma US, Inc. | |
April 2009 |
Senior Corporate Executive, Chief Strategy Officer and Chief Financial Officer, Astellas Pharma Inc. | |
June 2011 |
Representative Director, President & CEO, Astellas Pharma Inc. | |
April 2018 |
Representative Director, Chairman of the Board, Astellas Pharma Inc. | |
June 2019 |
Director, the Corporation (present) | |
March 2023 |
Outside Director, Shiseido Company, Limited (present) | |
June 2023 |
Outside Director, SEKISUI CHEMICAL CO., LTD. (present) |
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Wendy Becker | ||
Responsibility as a Director: Vice Chair of the Board | ||
Date of Birth: November 2, 1965 | ||
Number of Years Served as a Director: 6 years | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
September 1987 |
Brand Manager, Procter & Gamble Company | |
September 1993 |
Consultant, McKinsey & Company, Inc. | |
December 1998 |
Partner, McKinsey & Company, Inc. | |
February 2008 |
Managing Director, Residential, TalkTalk, The Carphone Warehouse Ltd. | |
Board member, Member of Remuneration Committee, Whitbread plc | ||
September 2009 |
Chief Marketing Officer, Vodafone Group plc | |
September 2012 |
Chief Operating Officer, Jack Wills Ltd. | |
October 2013 |
CEO, Jack Wills Ltd. | |
February 2017 |
Board member, Chair of Remuneration Committee, Great Portland Estates plc | |
September 2017 |
Board member, Logitech International S.A. | |
June 2019 |
Director, the Corporation (present) | |
September 2019 |
Non-Executive Director, Chairperson of the Board, Chair of Nominating Committee, Logitech International S.A. (present) | |
June 2021 |
Senior Independent Director, Chair of Remuneration Committee, Oxford Nanopore Technologies plc | |
October 2023 |
Independent Non-Executive Director, GSK plc | |
May 2024 |
Independent Non-Executive Director, Chair of Remuneration Committee, GSK plc (present) | |
Sakie Akiyama | ||
Responsibility as a Director: Member of the Compensation Committee | ||
Date of Birth: December 1, 1962 | ||
Number of Years Served as a Director: 6 years | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
April 1987 |
Joined Arthur Andersen & Co. | |
April 1994 |
Founder and CEO, Saki Corporation | |
October 2018 |
Founder, Saki Corporation (present) | |
June 2019 |
Director, the Corporation (present) Outside Director, Japan Post Holdings Co., Ltd. Outside Director, ORIX Corporation (present) | |
June 2020 |
Outside Director, Mitsubishi Corporation (present) | |
Keiko Kishigami | ||
Responsibility as a Director: Member of the Audit Committee | ||
Date of Birth: January 28, 1957 | ||
Number of Years Served as a Director: 5 years | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
October 1985 |
Joined Peat Marwick Minato (currently Ernst & Young ShinNihon LLC) | |
August 1989 |
Registered as Certified Public Accountant (present) | |
December 1997 |
Partner, Century Audit Corporation (currently Ernst & Young ShinNihon LLC) | |
May 2004 |
Representative Partner (Senior Partner), Ernst & Young ShinNihon (currently Ernst & Young ShinNihon LLC) | |
September 2018 |
Board Member, WWF Japan (present) | |
June 2019 |
Outside Auditor, Okamura Corporation (present) | |
June 2020 |
Director, the Corporation (present) | |
June 2021 |
Outside Director, Sumitomo Seika Chemicals Company, Limited (present) | |
March 2023 |
Outside Auditor, DIC Corporation (present) |
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Joseph A. Kraft Jr. | ||
Responsibility as a Director: Chair of the Audit Committee | ||
Date of Birth: May 12, 1964 | ||
Number of Years Served as a Director: 5 years | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
July 1986 |
Joined Morgan Stanley Inc. | |
January 2000 |
Managing Director, Morgan Stanley Inc. | |
April 2007 |
Managing Director, Head of Capital Markets Division, Dresdner Kleinwort Japan | |
March 2010 |
Deputy Branch Manager & Managing Director, Bank of America Merrill Lynch Japan | |
July 2015 |
CEO, Rorschach Advisory Inc. (present) | |
June 2020 |
Director, the Corporation (present) | |
June 2024 |
Outside Director, Tokyo Electron Ltd. (present) | |
November 2024 |
Vice President, Tokyo International University (present) | |
Neil Hunt | ||
Responsibility as a Director: Director in charge of Information Security | ||
Date of Birth: January 12, 1962 | ||
Number of Years Served as a Director: 2 years | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
June 1989 |
Founder, CTO, Iconicon | |
October 1991 |
Director of Engineering, Pure Atria, Inc. | |
December 1999 |
Chief Product Officer, Netflix, Inc. | |
September 2010 |
Board member, Member of Compensation Committee, Logitech, Inc. | |
June 2017 |
Board member, Member of Compensation Committee, Roku, Inc. (present) | |
January 2020 |
Founder and Chief Product Officer, Vibrant Planet, PBC (present) | |
June 2023 |
Director, the Corporation (present) | |
William Morrow | ||
Responsibility as a Director: Member of the Compensation Committee | ||
Date of Birth: July 2, 1959 | ||
Number of Years Served as a Director: 2 years | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
September 1980 |
Director, Pacific Bell Inc. | |
November 2001 |
President, Japan Telecom Holdings Co. Ltd | |
February 2004 |
CEO, Vodafone UK Limited | |
April 2005 |
President, VODAFONE K.K. Limited | |
May 2006 |
CEO Europe, Vodafone Limited | |
August 2006 |
President & CEO, Pacific Gas and Electric Company | |
June 2008 |
Outside Director, Broadcom Inc. | |
March 2009 |
CEO, Clearwire Incorporated | |
March 2012 |
CEO, Vodafone Hutchison Australia | |
April 2014 |
CEO, NBN Co, Limited | |
December 2018 |
Outside Director, IkeGPS Group Limited | |
February 2021 |
CEO, DIRECTV Entertainment Holdings LLC (present) | |
June 2023 |
Director, the Corporation (present) |
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Shingo Konomoto | ||
Responsibility as a Director: Member of the Audit Committee | ||
Date of Birth: February 11, 1960 | ||
Number of Years Served as a Director: 1 year | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
April 1985 |
Joined Nomura Research Institute, Ltd. | |
April 2004 |
Senior Managing Director, Division Manager of Consulting Division III, Nomura Research Institute, Ltd. | |
April 2010 |
Senior Corporate Managing Director, Division Manager of Consulting Division, Nomura Research Institute, Ltd. | |
April 2015 |
Senior Executive Managing Director, Supervising of Business Divisions, Head of Consulting, Nomura Research Institute, Ltd. | |
June 2015 |
Senior Executive Managing Director, Member of the Board, Representative Director, Supervising of Business Divisions, Head of Consulting, Nomura Research Institute, Ltd. | |
April 2016 |
President & CEO, Member of the Board, Representative Director, Nomura Research Institute, Ltd. | |
June 2019 |
Chairman and President & CEO, Member of the Board, Representative Director, Nomura Research Institute, Ltd. | |
April 2024 |
Chairman, Member of the Board, Representative Director, Nomura Research Institute, Ltd. | |
June 2024 |
Director, the Corporation (present) Chairman, Member of the Board, Nomura Research Institute, Ltd. (present) | |
March 2025 |
Outside Director, Kirin Holdings Company, Limited (present) |
The Corporation has proposed “To elect 11 Directors” as an agenda item for the Ordinary General Meeting of Shareholders to be held on June 24, 2025. If the proposal is approved, the members of the Board of Directors will be Kenichiro Yoshida, Hiroki Totoki, Wendy Becker, Keiko Kishigami, Joseph A. Kraft Jr., Neil Hunt, William Morrow, Shingo Konomoto, Ms. Yoriko Goto, Ms. Nora Denzel and Mr. Masayuki Hyodo. With respect to newly appointed Directors (Ms. Yoriko Goto, Ms. Nora Denzel and Mr. Masayuki Hyodo), their expected responsibility as a director, date of birth and brief personal history and principal business activities outside the Corporation are set forth below. Refer to “Item 6.C., Board Practices” for the planned composition of the Board and the Committees after the resolution of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025. The Corporation plans to disclose the results of the Ordinary General Meeting of Shareholders in a Form 6-K to be furnished on June 28, 2025.
Yoriko Goto | ||
Responsibility as a Director: Member of the Audit Committee | ||
Date of Birth: November 11, 1958 | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
November 1983 |
Joined Deloitte Haskins & Sells, Tokyo (currently Deloitte Touche Tohmatsu LLC) | |
March 1987 |
Registered as Certified Public Accountant, Japan (present) | |
June 1996 |
Partner, Tohmatsu & Co. (currently Deloitte Touche Tohmatsu LLC) | |
November 2010 |
Member of Management Board, Deloitte Touche Tohmatsu LLC | |
October 2013 |
Managing Partner, Financial Services Industry, Deloitte Touche Tohmatsu LLC Member of the Board of Directors, Deloitte Touche Tohmatsu Limited | |
June 2018 |
Board Chair, Deloitte Tohmatsu Group and Deloitte Touche Tohmatsu LLC Member of the Board of Directors, Deloitte Touche Tohmatsu Limited | |
November 2018 |
Member of the Board of Directors, Deloitte Asia Pacific Limited | |
October 2022 |
Representative, Yoriko Goto CPA Office (present) Outside Director, Member of the Audit & Supervisory Committee, Sumitomo Mitsui Banking Corporation (present) | |
June 2025 |
Outside Director, Member of the Audit & Supervisory Committee of Shionogi & Co., Ltd (present) Director, the Corporation (expected to be appointed) |
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Nora Denzel | ||
Responsibility as a Director: Member of the Compensation Committee | ||
Date of Birth: August 31, 1962 | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
June 1984 |
Joined International Business Machines Corporation | |
May 1996 |
Director, International Business Machines Corporation Storage Software | |
February 1997 |
CTO Senior Vice President of Product Operations, Legato Systems, Inc. | |
March 2000 |
Senior Vice President, Storage Division, Hewlett-Packard Company (currently Hewlett Packard Enterprise Company) | |
November 2007 |
Outside Director, Overland Storage Inc. | |
February 2011 |
Senior Vice President of Big Data, Intuit Inc. | |
September 2011 |
Outside Director, Saba Software, Inc. | |
February 2013 |
Outside Director, Outerwall Inc. | |
March 2013 |
Outside Director, Telefonaktiebolaget LM Ericsson | |
March 2014 |
Outside Director, Advanced Micro Devices, Inc. | |
January 2015 |
Interim CEO, Outerwall Inc. | |
July 2017 |
Outside Director, Talend, Inc. | |
December 2019 |
Outside Director, NortonLifeLock Inc. (currently Gen Digital Inc.) (present) | |
May 2021 |
Outside Director, SUSE S.A. | |
November 2022 |
Lead Independent Director, Advanced Micro Devices, Inc. (present) | |
June 2025 |
Director, the Corporation (expected to be appointed) |
Masayuki Hyodo | ||
Responsibility as a Director: Member of the Nominating Committee | ||
Date of Birth: June 26, 1959 | ||
Brief Personal History and Principal Business Activities Outside the Corporation: | ||
April 1984 |
Joined Sumitomo Corporation | |
March 1996 |
Sumitomo Corporation (Hong Kong) Ltd. (Hong Kong) | |
April 2009 |
Corporate Officer, Deputy General Manager, Power & Social Infrastructure Business Div, Sumitomo Corporation | |
April 2010 |
Corporate Officer, Assistant General Manager for Asia, Sumitomo Corporation President and CEO, PT. Sumitomo Indonesia (Jakarta) | |
April 2012 |
Executive Officer, General Manager, Global Power Infrastructure Business Div, Sumitomo Corporation | |
April 2015 |
Managing Executive Officer, General Manager, Corporate Planning & Coordination Dept, Sumitomo Corporation | |
June 2016 |
Representative Director, Managing Executive Officer, General Manager, Environment & Infrastructure Business Unit, Sumitomo Corporation | |
June 2017 |
Senior Managing Executive Officer, General Manager, Environment & Infrastructure Business Unit, Sumitomo Corporation | |
June 2018 |
Representative Director, President and Chief Executive Officer, Sumitomo Corporation | |
April 2024 |
Chairman of the Board of Directors, Sumitomo Corporation (present) | |
June 2025 |
Director, the Corporation (expected to be appointed) |
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Corporate Executive Officers
In addition to Kenichiro Yoshida and Hiroki Totoki, the four individuals set forth below are the current Corporate Executive Officers of Sony Group Corporation as of the date of this report. Refer to “Board Practices” in Item 6.C.
Toshimoto Mitomo | ||
Responsibility as an Officer: Chief Strategy Officer, Representative Corporate Executive Officer in charge of Legal, Compliance, Privacy, Intellectual Property, Business Strategy, Sustainability, External Relations, Business Incubation Platform, Creative Platform and Mobility Business | ||
Date of Birth: January 6, 1963 | ||
Number of Years Served as a Corporate Executive Officer: 3 years | ||
Principal Business Activities Outside Sony: None | ||
Brief Personal History: | ||
April 1985 |
Joined the Corporation | |
June 2013 |
Senior Vice President, Corporate Executive, the Corporation | |
June 2019 |
Executive Vice President, the Corporation | |
April 2022 |
Senior Executive Vice President, Corporate Executive Officer, the Corporation | |
April 2023 |
Executive Deputy President and Chief Strategy Officer, Corporate Executive Officer, the Corporation | |
April 2025 |
Chief Strategy Officer, Representative Corporate Executive Officer (present) |
Tsuyoshi Kodera | ||
Responsibility as an Officer: Chief Digital Officer, Corporate Executive Officer in charge of Digital & Technology Platform (Digital Transformation Strategy, Information Systems, Information Security and Advanced Technology), R&D, Technology Strategy and Quality Management | ||
Date of Birth: October 8, 1969 | ||
Number of Years Served as a Corporate Executive Officer: — | ||
Principal Business Activities Outside Sony: None | ||
Brief Personal History: | ||
April 1992 |
Joined the Corporation | |
April 2016 |
Deputy President, Sony Interactive Entertainment LLC | |
June 2016 |
Business Executive, the Corporation | |
October 2017 |
President and Chief Executive Officer, Sony Interactive Entertainment LLC Representative Director, President, Sony Interactive Entertainment Inc. | |
June 2018 |
Executive Vice President, the Corporation | |
April 2019 |
Deputy President, Sony Interactive Entertainment LLC Representative Director, Deputy President, Sony Interactive Entertainment Inc. | |
April 2021 |
Executive Vice President and Chief Digital Officer, the Corporation | |
July 2023 |
Executive Vice President, Chief Digital Officer and Chief Information Officer, the Corporation | |
April 2025 |
Chief Digital Officer, Corporate Executive Officer, the Corporation (present) |
Yasuhiro Ito | ||
Responsibility as an Officer: Chief People Officer, Corporate Executive Officer in charge of Human Resources, General Affairs, the Corporate Executive Office and Lead of Group Diversity, Equity & Inclusion | ||
Date of Birth: September 10, 1971 | ||
Number of Years Served as a Corporate Executive Officer: — | ||
Principal Business Activities Outside Sony: None | ||
Brief Personal History: | ||
April 1994 |
Joined the Corporation | |
April 2018 |
Executive Vice President, Sony Pictures Entertainment Senior Vice President, Sony Corporation of America | |
April 2023 |
Senior Vice President, the Corporation | |
April 2025 |
Chief People Officer, Corporate Executive Officer, the Corporation (present) |
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Lin Tao | ||
Responsibility as an Officer: Chief Financial Officer, Corporate Executive Officer in charge of Corporate Planning and Control, Corporate Strategy, Accounting, Tax, Finance, IR, Disclosure Controls, Risk Control, Internal Audit and SOX 404 | ||
Date of Birth: September 2, 1973 | ||
Number of Years Served as a Corporate Executive Officer: — | ||
Principal Business Activities Outside Sony: None | ||
Brief Personal History: | ||
April 2000 |
Joined the Corporation | |
April 2021 |
Director, Deputy President, Sony Interactive Entertainment Inc. | |
July 2021 |
Senior Vice President, Finance, Corporate Strategy & Development, Sony Interactive Entertainment LLC | |
October 2022 |
Representative Director, Deputy President, Sony Interactive Entertainment Inc. | |
April 2025 |
Chief Financial Officer, Corporate Executive Officer, the Corporation (present) |
Kenichiro Yoshida, Hiroki Totoki, Toshimoto Mitomo, Tsuyoshi Kodera, Yasuhiro Ito and Lin Tao are engaged on a full-time basis by Sony Group Corporation. 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 Corporate Executive Officer.
B. | Compensation |
Under the Financial Instruments and Exchange Act of Japan and related regulations, the Corporation is required to disclose the total remuneration paid by the Corporation to Directors and Corporate Executive Officers, as well as remuneration of any Director or Corporate Executive Officer who receives total aggregate annual remuneration exceeding 100 million yen from the Sony Group in a fiscal year, on an individual basis. The following table and accompanying footnotes show the information on such matters that the Corporation has disclosed in its annual Securities Report for the fiscal year ended March 31, 2025 filed on June 20, 2025 with the Director General of the Kanto Local Finance Bureau of the Ministry of Finance in Japan.
(1) Total amounts of remuneration for Directors and Corporate Executive Officers and the number thereof*1
Fixed remuneration | Remuneration linked to business results |
Stock acquisition rights (*7) |
Restricted stock (*10) |
Restricted stock Units (“RSUs”) (*12) |
Phantom Restricted Stock Plan (*13) | |||||||||||||||||||
Number of |
Amount (Yen in millions) |
Number of |
Amount (Yen in millions) |
Number of persons |
Amount (Yen in millions) |
Number of |
Amount (Yen in millions) |
Number of |
Amount (Yen in millions) |
Number of |
Amount (Yen in millions) | |||||||||||||
Directors |
9 | 234 | — | — | — | — | 8 | 66 | 8 | 10 | — | — | ||||||||||||
(*2) |
(*3) | (*4) | (*8) | (*3) | (*14) | |||||||||||||||||||
Corporate Executive Officers |
6 | 619 | 6 | 803 | 8 | 911 | 7 | 1,354 | 6 | 500 | 3 | 1,065 | ||||||||||||
(*5) | (*6) | (*9) | (*11) | |||||||||||||||||||||
Total |
15 | 853 | 6 | 803 | 8 | 911 | 15 | 1,420 | 14 | 509 | 3 | 1,065 |
*1 Due to rounding, individual sums may not total 100%.
*2 The number of persons does not include two Directors who concurrently serve as Corporate Executive Officers, because the Corporation does not pay any additional remuneration for services as a Director to Directors who concurrently serve as Corporate Executive Officers. All Directors above are outside Directors.
*3 The number of persons includes one Director (outside Director) who resigned on the day of the Ordinary General Meeting of Shareholders held on June 25, 2024.
*4 The Corporation does not pay remuneration linked to business results to Directors who do not concurrently serve as Corporate Executive Officers.
*5 The number of persons includes three Corporate Executive Officers who resigned on March 31, 2025.
*6 The final amount of remuneration linked to business results for the fiscal year ended March 31, 2025, which is scheduled to be paid in June 2025.
*7 As to stock acquisition rights, the amount above is that of expenses the Corporation recorded during the fiscal year ended March 31, 2025 applicable to stock acquisition rights granted.
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*8 The Corporation does not grant stock acquisition rights to Directors who do not concurrently serve as Corporate Executive Officers.
*9 The number of persons includes two Corporate Executive Officers who resigned by the end of the fiscal year ended March 31, 2024.
*10 As to restricted stock, the amount above is that of expenses the Corporation recorded during the fiscal year ended March 31, 2025 applicable to restricted stock.
*11 The number of persons includes one Corporate Executive Officer who resigned by the end of the fiscal year ended March 31, 2024.
*12 As to RSUs, the amount above is that of expenses the Corporation recorded during the fiscal year ended March 31, 2025 applicable to RSUs.
*13 As to the phantom restricted stock plan, the amount above is the amount which is to be paid to three Corporate Executive Officers who resigned on March 31, 2025. The Corporation recorded 1,591 million yen in expenses during the fiscal year ended March 31, 2025 applicable to the phantom restricted stock plan for Corporate Executive Officers.
*14 The Corporation does not pay remuneration under the phantom restricted stock plan to Directors who do not concurrently serve as Corporate Executive Officers.
(2) Amounts of remuneration for Directors and Corporate Executive Officers on an individual basis
Name | Position (*1) | Fixed Remuneration (*2) (Yen in millions) |
Remuneration linked to business results (*2) (*3) (Yen in millions) |
Phantom restricted stock plan (*2) (Yen in millions) |
Total (*2) (Yen in millions) |
Granted number of stock acquisition rights (*4) (Ten thousand shares) |
Granted number of RSUs (*5) (Ten thousand shares) | |||||||
Kenichiro Yoshida |
Director (*6), Chairman, and Representative Corporate Executive Officer (*7) |
240 | 396 | — | 636 | 85 | 43.3 | |||||||
Hiroki Totoki |
Director (*6), President and CEO, and Representative Corporate Executive Officer (*7) |
140 | 220 | — | 360 | 45 | 23.0 | |||||||
Toshimoto Mitomo |
CSO, and Corporate Executive Officer (*7) |
62 | 55 | — | 117 | 11 | 5.6 | |||||||
Hiroaki Kitano |
Former Executive Deputy President, CTO, and Corporate Executive Officer (Until March 31, 2025) |
62 (*8) |
53 (*8) |
99 | 214 (*8) |
11 | 5.6 | |||||||
Shiro Kambe |
Former Senior Executive Vice President, and Corporate Executive Officer (Until March 31, 2025) (*7) |
52 | 45 | 555 | 653 | 7.5 | 3.9 | |||||||
Kazushi Ambe |
Former Senior Executive Vice President, and Corporate Executive Officer (Until March 31, 2025) (*7) |
52 | 45 | 410 | 507 | 7.5 | 3.9 |
*1 This chart shows remuneration for Directors and Corporate Executive Officers who received, or who became likely to receive, total remuneration exceeding 100 million yen from the Corporation and its subsidiaries during the fiscal year ended March 31, 2025. Titles are as of the date of submission of this document.
*2 Due to rounding, individual sums may not total 100%.
*3 For the metrics and actual financial results used to determine the amount of remuneration linked to business results, refer to “(5) Corporate Executive Officer remuneration linked to business results for the fiscal year ended March 31, 2025” below.
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*4 Indicates the number of shares of common stock of the Corporation (“Common Stock”) to be delivered based on the assumption that all stock acquisition rights granted in the fiscal year ended March 31, 2025 are exercised. The weighted-average fair value per share as of November 25, 2024, the date of grant of stock acquisition rights granted during the fiscal year ended March 31, 2025, was 875 yen and was estimated using the Black-Scholes model with several assumptions. Refer to Note 21 of the consolidated financial statements for details. The weighted-average fair value per share does not indicate the actual value that would be realized by a Corporate Executive Officer upon the exercise of the above-mentioned stock acquisition rights. The actual value, if any, that is realized by a Corporate Executive Officer upon the exercise of any stock acquisition rights will depend on the extent to which the market value of Common Stock exceeds the exercise price of the stock acquisition rights on the date of exercise, and several other restrictions imposed on the exercise of the stock acquisition rights, including the period when a Corporate Executive Officer could exercise the stock acquisition rights. Accordingly, there is no assurance that the value realized or to be realized by a Corporate Executive Officer upon the exercise of the stock acquisition rights is or will be at or near the weighted-average fair value per share presented above. In addition, the above weighted-average fair value per share was calculated to recognize compensation expense for the fiscal year ended March 31, 2025 for accounting purposes and should not be regarded as any indication or prediction of the Sony Group with respect to its future stock performance.
*5 Indicates the number of shares of Common Stock to be delivered, if all RSUs granted in the fiscal year ended March 31, 2025 are vested. The weighted-average fair value per share of the RSUs as of July 25, 2024, the date of grant during the fiscal year ended March 31, 2025, was 2,644 yen and was based on the closing price per share of Common Stock on the grant date, adjusted to reflect the expected dividends not received during the vesting period. Refer to Note 21 of the consolidated financial statements for details. The above numbers of shares and the weighted-average fair value per share of the RSUs as of July 25, 2024, the date of grant during the fiscal year ended March 31, 2025, are calculated based on the assumption that the stock split effective October 1, 2024 was conducted at the beginning of the fiscal year ended March 31, 2025.
*6 The Corporation does not pay any remuneration for services as a Director to Directors who concurrently serve as Corporate Executive Officers.
*7 Apart from the remuneration contained in the table, the Corporation also provided certain personal benefits and perquisites, including fringe benefits and in some instances amounts to pay income taxes related to perquisites, totaling 1 million yen to Kenichiro Yoshida, 1 million yen to Hiroki Totoki, 19 million yen to Toshimoto Mitomo, 1 million yen to Shiro Kambe, and 1 million yen to Kazushi Ambe during the fiscal year ended March 31, 2025.
*8 Remuneration paid to Hiroaki Kitano includes 6 million yen in fixed remuneration and 5 million yen in remuneration linked to business results from Sony Computer Science Laboratories, Inc. and 6 million yen in fixed remuneration and 5 million yen in remuneration linked to business results from Sony Research Inc.
(3) Basic policy regarding Director and Senior Executive remuneration
The basic policy regarding remuneration for respective Directors and Senior Executives including Corporate Executive Officers determined by the Compensation Committee is as follows:
(a) Basic policy regarding Director remuneration
The primary duty of Directors is to supervise the performance of business operations of the Sony Group as a whole. In order to improve this supervisory function over the business operations of the Sony Group, which is a global company, the following two elements have been established as the basic policy for the determination of remuneration of Directors. No Director remuneration is paid to those Directors who concurrently serve as Corporate Executive Officers.
• | Attracting and retaining an adequate talent pool of Directors possessing the requisite abilities to excel in the global marketplace; and |
• | Ensuring the effectiveness of the supervisory function of Directors. |
Based on the above, Director remuneration shall consist of the following components. The amount of each component and its percentage of total remuneration shall be at an appropriate level determined in accordance
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with the basic policy above and based on research conducted by a third party regarding remuneration of directors of both Japanese and non-Japanese companies.
Type of remuneration | Description | |
Fixed remuneration | • The amount of fixed remuneration shall be at an appropriate level determined in accordance with the basic policy above and based on research conducted by a third party regarding remuneration of directors of both Japanese and non-Japanese companies. | |
Stock-based compensation (restricted stock or RSUs) |
• Restricted stock or RSUs are granted to further promote shared values between Directors and shareholders and incentivize Directors to develop and maintain a sound and transparent management system.
• Any Director to whom restricted stock is granted may not sell or transfer the granted shares during his/her tenure, and in principle, such restriction is to be released when such Director resigns.
• In principle, RSUs held by Directors will be vested when he/she resigns, and the Common Stock will be delivered to the Directors upon vesting. |
(b) Basic policy regarding Senior Executive remuneration
Senior Executives are key members of management responsible for executing the operations of the Sony Group as a whole, or respective businesses of the Sony Group. In order to further improve the business results of the Sony Group, the following two elements have been established as the basic policy for the determination of remuneration of Senior Executives.
• | Attracting and retaining an adequate talent pool possessing the requisite abilities to excel in the global marketplace; and |
• | Providing effective incentives to improve business results on a short-, medium- and long-term basis. |
Based on the above, Senior Executive remuneration shall basically consist of the following components. The amount of each component and its percentage of total remuneration shall be at an appropriate level determined in accordance with the above basic policy and the individual’s level of responsibility and based on research conducted by a third party regarding remuneration of management of both Japanese and non-Japanese companies, with an emphasis on linking Senior Executive remuneration to business results and shareholder value.
Type of remuneration | Description | |
Fixed remuneration | • The amount of fixed remuneration shall be at an appropriate level determined based on research conducted by a third party regarding remuneration of management of both Japanese and non-Japanese companies, according to his/her responsibility, and in order to maintain competitiveness in recruiting talent. | |
Remuneration linked to business results | • Structured appropriately and based on appropriate indicators to ensure that such remuneration effectively incentivizes Senior Executives to achieve financial targets for the mid- to long-term and financial targets for the corresponding fiscal year.
• Specifically, the amount to be paid to Senior Executives shall be determined based on the level of achievements of the two metrics below, and can fluctuate, in principle, from 0% to 200% of the standard payment amount (“Business Results Linked Standard Payment Amount”) depending on the level of achievement.
(1) Certain key performance indicators linked to the consolidated (without the Financial Services segment) or individual business results of the Sony Group during the
|
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Type of remuneration | Description | |
corresponding fiscal year, such as operating income and operating income margin (collectively, the “Financial Performance KPIs”), which are based on the areas for which each Senior Executive is responsible.
(2) Achievement of the Group Sustainability Evaluation.
• The Group Sustainability Evaluation is an evaluation of efforts by Senior Executives to enhance the mid- to long-term corporate value and sustainable growth of the Sony Group as a whole, not just their respective businesses and organizations, and includes management succession planning and investment in human capital, sustainability initiatives related to social value creation and ESG (environment, social and governance), value creation through collaborations among the businesses of the Sony Group, and engagement indicators based on employee surveys.
• The Business Results Linked Standard Payment Amount shall be determined so that such amount is within a certain percentage of the cash compensation (total of the fixed remuneration and the remuneration linked to business results), which percentage shall be determined in accordance with each individual’s level of responsibility.
• The Corporation adopted a clawback policy for the recoupment of compensation. (Please see below Reference: Clawback Policy.)
| ||
Stock-based compensation (Stock acquisition rights, and restricted stock or restricted stock units) |
• Stock acquisition rights, and restricted stock or RSUs are granted to incentivize Senior Executives to increase mid- to long-term shareholder value.
• The exercise of the stock acquisition rights is, in principle, restricted during a one-year period from the allotment date, and one-third of the total number of exercisable stock acquisition rights will be vested and be exercisable each year thereafter. (All of the allocated stock acquisition rights will be exercisable on and after three years from the allotment date.)
• The Senior Executives to whom restricted stock is granted, in principle, may not sell or transfer the granted stock before the third anniversary date of the Ordinary General Meeting of Shareholders of the fiscal year when the subject restricted stock was granted.
• In principle, all RSUs held by the Senior Executives will be vested after three years have passed since the date of grant of the RSUs, and the Common Stock will be delivered to the Senior Executives.
• As a general policy, remuneration for a Senior Executive who has greater management responsibility and influence over the Sony Group as a whole has a higher proportion of stock-based compensation, which is directly linked to the corporate value. (Please see below Reference: Executive Compensation Package Designed to Focus on Long-Term Management.)
• The amount of stock-based compensation shall be determined so that the amount is within a certain percentage of the total cash compensation (total of the fixed remuneration and the remuneration linked to business results) and stock-based compensation.
|
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Type of remuneration | Description | |
Phantom restricted stock plan | • Points determined every year by the Compensation Committee shall be granted to Senior Executives every year during his/her tenure, and at the time of resignation, the remuneration amount shall be calculated by multiplying the Common Stock price (closing price) by the individual’s accumulated points. |
(Reference: Executive Compensation Package Designed to Focus on Long-Term Management)
The bar chart below shows the components of remuneration for Corporate Executive Officers for the fiscal year ended March 31, 2025. For this chart, the remuneration linked to business results is based on the Business Results Linked Standard Payment Amount for each Corporate Executive Officer. As to the stock-based compensation, the underlying amount is calculated based on the weighted-average fair value per share of stock acquisition rights and the RSUs at the date of their grant in the fiscal year ended March 31, 2025. Accordingly, the components of remuneration based on the amounts actually paid will be different from the chart below.
* Due to rounding, individual sums may not total 100%.
(Reference: Stock-based Compensation)
The Corporation introduced stock acquisition rights, restricted stock and RSUs as forms of stock-based compensation, granted to the Directors and the Senior Executives including Corporate Executive Officers.
The purpose of the stock-based compensation for the outside Directors is to incentivize the outside Directors to develop and maintain a sound and transparent management system by further promoting shared values between the shareholders and the outside Directors. Furthermore, the purpose of the stock-based compensation for the Senior Executives including Corporate Executive Officers is to further reinforce management’s alignment with shareholder value, and to incentivize management to improve mid- to long-term performance and increase shareholder value.
The details of such stock-based compensation, including vesting conditions, recipients and number of grants, are determined or supervised by the Compensation Committee based on research conducted by a third party regarding stock-based compensation of both Japanese and non-Japanese companies. In addition, in determining the number of shares or units to be granted, the impact on dilution of the value of the shares of the Corporation is monitored.
(Reference: Clawback Policy)
In 2022, the SEC adopted rules relating to the mandatory recovery of erroneously awarded incentive-based compensation received by certain current or former executive officers, and the NYSE has, in turn, adopted listing standards in connection with such rules. Accordingly, Sony Group Corporation’s Compensation Committee adopted a clawback policy, with an effective date of October 2, 2023 (the “Clawback Policy”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received by each Executive Officer (as defined in the Clawback Policy) during the three-fiscal-year period prior to the date Sony Group Corporation is required to prepare an Accounting Restatement (as defined in the Clawback Policy), in accordance with the above rules and standards. The amount of erroneously awarded incentive compensation that the Executive Officers would be required to repay is the amount of incentive-based compensation paid to the Executive Officer that exceeds the amount the Executive Officer would have received had it been determined based on the restated amounts, computed without regard to any taxes paid. The recovery of such compensation applies regardless of whether an Executive Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. For further details and full text of the Clawback Policy, please refer to Exhibit 97.1 attached to this report.
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(4) Procedures to determine remuneration of Directors and Senior Executives
Based on the policy outlined above, the amount and content of the compensation for each Director and Senior Executive, including Corporate Executive Officers, are determined by the Compensation Committee or otherwise under the supervision of the Compensation Committee.
Specifically, in principle, as for Directors, each year at the meeting of the Compensation Committee held after the Ordinary General Meeting of the Shareholders, the amount of basic remuneration and the content of compensation for the corresponding fiscal year are determined. Thereafter, at the meeting of the Compensation Committee held after the corresponding fiscal year end, the final amount of compensation of each Director is determined. As for the Senior Executives, each year at the meeting of the Compensation Committee held at the end of the previous fiscal year, in principle, the amount of basic remuneration and the content of compensation for the corresponding fiscal year are determined or reviewed. Thereafter, at the meeting of the Compensation Committee held after the corresponding fiscal year end, the final amount of compensation for each Senior Executive is determined or supervised.
For determining the amount of the remuneration linked to business results for each Senior Executive, the Business Results Linked Standard Payment Amount, the targets for the Financial Performance KPIs and targets for the Group Sustainability Evaluation are determined and thereafter, the amount of such remuneration is determined based on the level of achievement of such targets for the Financial Performance KPIs and the individual performance at the meeting of the Compensation Committee held after the corresponding fiscal year end for Corporate Executive Officers or otherwise under supervision by the Compensation Committee for Senior Executives other than Corporate Executive Officers.
The amount of compensation of each Director and Senior Executive including Corporate Executive Officers for the fiscal year ended March 31, 2025 was also determined by the Compensation Committee or otherwise under supervision by the Compensation Committee according to the procedure above. The Compensation Committee concluded that the amount and content of the compensation was in accordance with the policy set forth in section (3) above.
(5) Corporate Executive Officer remuneration linked to business results for the fiscal year ended March 31, 2025
The Business Results Linked Standard Payment Amount for each Corporate Executive Officer for the fiscal year ended March 31, 2025 was determined to be in the range between 60% and 100% of the amount of the fixed remuneration of such Corporate Executive Officer according to his/her responsibility.
The formula to calculate the amount of the remuneration linked to business results to be paid to Corporate Executive Officers is as follows.
* Business Results Linked Standard Payment Amount: Determined to be in the range between 60% and 100% of the amount of the fixed remuneration of each Corporate Executive Officer.
** Payment rate of the remuneration linked to business results: Determined in principle, within the range from 0% to 200% based on (i) the achievement of Financial Performance KPIs based on the areas for which each Corporate Executive Officer is responsible and (ii) the achievement of the Group Sustainability Evaluation.
The Financial Performance KPIs and the weighting of such Financial Performance KPIs used for Corporate Executive Officers in the fiscal year ended March 31, 2025 were as follows:
KPI | Weight | Target Range to be achieved for the fiscal year ended March 31, 2025 |
Result for the fiscal year ended March 31, 2025 | |||
Compound Annual Growth Rate (“CAGR”) of Operating Income (Consolidated without Financial Services segment) |
70% | 9.2% ~ 10.0% (CAGR from the fiscal year ended March 31, 2024 to the fiscal year ended March 31, 2025) |
23.3% | |||
Operating Income Margin (Consolidated without Financial Services segment) | 30% | 9.9% ~ 10.0% (the fiscal year ended March 31, 2025) |
10.6% |
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CAGR of operating income and operating income margin (consolidated without the Financial Services segment) were determined as the Financial Performance KPIs under the fifth mid-range plan of the Sony Group to place greater emphasis on profit-based growth.
The target range to be achieved for CAGR of operating income for the fiscal year ended March 31, 2025, was set between 9.2%, which is the CAGR calculated based on the consolidated operating income without the Financial Services segment of 1 trillion 35.3 billion yen for the fiscal year ended March 31, 2024, and the forecast for the consolidated operating income without the Financial Services segment of 1 trillion 130 billion yen for the fiscal year ended March 31, 2025, which was disclosed in May 2024, and 10%, which is the target under the fifth mid-range plan. (This range was set as the performance level at which the achievement rate of the KPI is deemed to be 100%.)
The target range to be achieved for operating income margin for the fiscal year ended March 31, 2025, was set between 9.9%, which is the forecast for the consolidated operating income margin without the Financial Services segment for the fiscal year ended March 31, 2025, which was disclosed in May 2024, and 10%, which is the target under the fifth mid-range plan. (This range was set as the performance level at which the achievement rate of the KPI is deemed to be 100%.)
The results for the Financial Performance KPIs for the fiscal year ended March 31, 2025 were as follows: CAGR of operating income: 23.3%, operating income margin: 10.6%, each exceeding the targeted range.
As outlined above under “(3) Basic policy regarding Director and Senior Executive remuneration,” remuneration linked to business results for Senior Executives for the fiscal year ended March 31, 2025 was determined based on the level of achievement of the indicators which were selected based on the areas of responsibility of the relevant Senior Executive and the achievement of the Group Sustainability Evaluation. The amounts to be paid to the Senior Executives were, in principle, determined within the range from 0% to 200% of the Business Results Linked Standard Payment Amount. As a result, the ratio of remuneration linked to business results of Corporate Executive Officers for the fiscal year ended March 31, 2025 varied from 141.3% to 164.9% of the Business Results Linked Standard Payment Amount.
C. | Board Practices |
General
Sony Group Corporation continuously strives to strengthen its corporate governance system based on the understanding that corporate governance is an essential basis to promote our management in order to fulfill the company’s corporate social responsibility and increase corporate value over the mid- to long-term. To operate Sony effectively, Sony Group Corporation continues to approach its corporate governance through two basic precepts: (a) the Board of Directors (the “Board”), a majority of which is comprised of independent outside Directors, focuses on effective oversight of management’s operation of the business and maintains a sound and transparent governance framework by utilizing the Nominating Committee, the Audit Committee and the Compensation Committee; and (b) the Board determines Sony’s fundamental management policies and other material matters and delegates to the Senior Executives (including Corporate Executive Officers), who assume important roles for the management of Sony, decision-making authority to conduct Sony’s business operations broadly in line with their respective responsibilities, as defined by the Board, with a view to promoting timely and efficient decision-making within Sony. In furtherance of these efforts, Sony Group Corporation has adopted a “Company with Three Committees” corporate governance system under the Companies Act of Japan (Kaishaho) and related regulations (collectively the “Companies Act”). Under this system, Sony Group Corporation has introduced its own requirements to help improve and maintain the soundness and transparency of its governance by strengthening the separation of the Directors’ function from that of management; maintaining what the company believes is an appropriate Board size, which enables the members of the Board to actively contribute to discussion; and advancing the proper functioning of the statutory committees.
Sony Group Corporation is governed by the Board, the members of which are elected at the Ordinary General Meeting of Shareholders. Under the Companies Act, a “Company with Three Committees” is required to have three committees: a Nominating Committee, an Audit Committee and a Compensation Committee, each consisting of Directors appointed by the Board. The Companies Act also requires the Board to appoint Corporate Executive Officers (Shikko-yaku), who make decisions regarding the execution of Sony’s business activities within the scope of the authority delegated to them by the Board. Sony Group Corporation has appointed its Chief Executive Officer (“CEO”), who is responsible for Sony’s overall management, and other officers who are responsible for important and extensive headquarters functions as Corporate Executive Officers. Sony Group Corporation has also appointed Corporate Executive Officers, including the CEO and other executives, that assume important roles for the management of Sony as Senior Executives. In addition, Sony has designated management team members as Business CEOs, Chief Officers, or Corporate Executives in accordance with their respective roles and responsibilities.
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A summary of the governance system adopted by Sony Group Corporation is set forth below. For an explanation of the significant differences between the NYSE’s corporate governance standards and Sony’s corporate governance practices, refer to “Item 16G. Corporate Governance.”
Board of Directors
(1) Members: 10 Directors including 8 outside Directors (as of the date of this report)
Name | Position | |
Kenichiro Yoshida |
Director | |
Hiroki Totoki |
Director | |
Yoshihiko Hatanaka |
Chair of the Board
Outside Director | |
Wendy Becker |
Vice Chair of the Board
Outside Director | |
Sakie Akiyama |
Outside Director | |
Keiko Kishigami |
Outside Director | |
Joseph A. Kraft Jr. |
Outside Director | |
Neil Hunt |
Outside Director | |
William Morrow |
Outside Director | |
Shingo Konomoto |
Outside Director |
* Sony Group Corporation has proposed “To elect 11 Directors” as an agenda item for the Ordinary General Meeting of Shareholders to be held on June 24, 2025. If the proposal is approved, the Board will consist of the following 11 members. Wendy Becker is expected to be appointed as the Chair of the Board at a meeting of the Board immediately following the closing of the Ordinary General Meeting of Shareholders.
Expected members after the resolution of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025: 11 Directors including 9 outside Directors
Name | Position | |
Kenichiro Yoshida |
Director | |
Hiroki Totoki |
Director | |
Wendy Becker |
Chair of the Board
Outside Director | |
Keiko Kishigami |
Outside Director | |
Joseph A. Kraft Jr. |
Outside Director | |
Neil Hunt |
Outside Director | |
William Morrow |
Outside Director | |
Shingo Konomoto |
Outside Director | |
Yoriko Goto |
Outside Director | |
Nora Denzel |
Outside Director | |
Masayuki Hyodo |
Outside Director |
(2) Purpose/Authority
The primary roles of the Board are to: (a) determine Sony’s fundamental management policies; (b) oversee the management of Sony’s business operations as an entity independent from Sony’s management; (c) appoint
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and dismiss the statutory committee members; (d) appoint and dismiss Corporate Executive Officers and oversee the status of appointment/dismissal of Senior Executives other than Corporate Executive Officers; and (e) appoint and dismiss Representative Corporate Executive Officers.
For the matters to be decided by the Board and the matters to be reported to the Board, refer to Appendices 1 and 2 of the Charter of the Board of Directors (the “Board Charter”) attached as Exhibit 1.3 hereto.
(3) Policy Regarding Composition of the Board
With a view toward securing effective input and oversight by the Board, the Nominating Committee reviews and selects candidates for the Board with the aim of assuring that a substantial part of the Board is comprised of qualified outside Directors that satisfy the independence requirements established by Sony and by law. The Nominating Committee selects candidates that it views as well-suited to be Directors in light of the Board’s purpose of enhancing Sony’s corporate value. The Nominating Committee broadly considers various relevant factors, including a candidate’s capabilities (such as the candidate’s work and other experience, achievements and expertise), availability, and independence, as well as diversity, including gender and internationality, in the boardroom, the appropriate size of the Board, and the knowledge, experience and talent needed for the role. Under the Board Charter, Sony Group Corporation also requires that the Board consist of not fewer than 8 Directors and not more than 14 Directors. In addition, since 2005 the majority of the members of the Board have been outside Directors.
(4) Qualifications for Directors and Limitation of Re-election
The qualifications for Directors of Sony Group Corporation under the Board Charter are generally as summarized below. As of the date of this report, all Directors satisfy the qualifications for Directors as set forth below, and all outside Directors satisfy the additional qualifications for outside Directors and are also qualified and designated as Independent Directors under the Securities Listing Regulations of the TSE. It is expected that all Director candidates who will be appointed at the Ordinary General Meeting of Shareholders to be held on June 24, 2025 satisfy the qualifications for Directors as set forth below, and that all outside Director candidates satisfy the additional qualifications for outside Directors and are also qualified and designated as Independent Directors under the Securities Listing Regulations of the TSE.
All Directors must meet the qualifications below:
(a) | He/she shall not be a director, a statutory auditor, a corporate executive officer, a general manager or other employee of any company in competition with Sony in any of Sony’s principal businesses (a “Competing Company”) or own 3% or more of the shares of any Competing Company. |
(b) | He/she shall not be or have been a representative partner or partner of Sony’s independent auditor the past three years before being nominated as a Director. |
(c) | He/she shall not have any connection with any matter that may cause a material conflict of interest in performing the duties of a Director. |
Outside | Directors must meet the additional qualifications below: |
(a) | He/she shall not have received directly from Sony, during any consecutive twelve-month period within the last three years, more than an amount equivalent to U.S. $120,000, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). |
(b) | He/she shall not be an executive director, corporate executive officer, general manager or other employee of any company whose aggregate amount of transactions with Sony, in any of the last three fiscal years, exceeds the greater of an amount equivalent to U.S. $1,000,000, or 2% of the annual consolidated sales of such company. |
For additional requirements for outside Directors under the Companies Act, refer to “Item 16G. Corporate Governance”.
Also, each outside Director may be nominated as a Director candidate for re-election up to five times (six years, in total), and thereafter by resolution of the Nominating Committee and by consent of all of the Directors. Even with the consent of all of the Directors, in no event may any outside Director be re-elected more than eight times (nine years, in total).
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(5) Matters related to Outside Directors
Sony Group Corporation expects that each outside Director plays an important role in ensuring proper business decisions by Sony and effective input and oversight by the Board through actively exchanging opinions and having discussions about Sony’s business based on his or her various and broad experience, knowledge and expertise. Considering these expectations, the policy and procedures on the election of Director candidates, including independent outside Director candidates, are set forth as described above. As of the date of this report, the Board has 10 Directors, eight of whom are outside Directors. The Chair and Vice Chair of the Board, as well as all members of the Nominating Committee, the Compensation Committee and the Audit Committee are outside Directors. After the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025, it is expected that the Board will have 11 Directors, nine of whom will be outside Directors, that the Chair of the Board will be an outside Director; and that all members of the Nominating Committee, the Compensation Committee and the Audit Committee will be outside Directors.
Pursuant to the Articles of Incorporation, Sony Group Corporation has entered into a liability limitation agreement with all outside Directors. A summary of such liability limitation agreement is as follows:
(i) | In a case where an outside Director is liable to the company after the execution of the liability limitation agreement for damages pursuant to Article 423, Paragraph 1 of the Companies Act, such liabilities shall be limited to the greater of either 30 million yen or an amount equal to the aggregate sum of the amounts prescribed in each item of Article 425, Paragraph 1 of the Companies Act, only where the outside Director acted in good faith without any gross negligence in performing his/her duties as a Director of the company. |
(ii) | In a case where an outside Director is re-elected as an outside Director of the company and re-assumes his/her office as such on the expiration of the term of his/her office as an outside Director of the company, the liability limitation agreement shall continue to be effective after the re-election and re-assumption without any action or formality. |
In addition, Sony Group Corporation has a directors and officers liability insurance policy covering all Directors as insured parties. For an outline of the directors and officers liability insurance policy, refer to “Outline of the Terms of Executives Liability Insurance Policy”.
(6) Policy and Procedure for Selection and Dismissal of Senior Executives
Sony Group Corporation appoints Corporate Executive Officers including the CEO and other officers that assume important roles for the management of Sony as “Senior Executives.”
The Board has the authority to appoint and dismiss and assign the roles and responsibilities of, or to request a report regarding such matters for Senior Executives, including the CEO, and exercises such authority as necessary. In making decisions on the appointment of Corporate Executive Officers, including the CEO, the Board considers whether candidates for CEO meet certain qualifications for the CEO position which are set by the Nominating Committee and whether candidates for other Corporate Executive Officer positions have the necessary skills, capabilities, experiences and achievements that correspond to such Corporate Executive Officers’ expected roles and responsibilities. The Board also receives a report on the status of appointment and dismissal of Senior Executives other than Corporate Executive Officers.
The term of office of Senior Executives, including the CEO, is one year. The Board discusses, determines and/or oversees their re-appointment upon the expiration of each term considering the factors described above as well as their latest performance. The Board dismisses a Corporate Executive Officer, as necessary, in the event that the Board recognizes such Corporate Executive Officer is disqualified after discussions amongst the members of the Board or the Nominating Committee, even in the middle of the term for such Corporate Executive Officer.
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Nominating Committee
(1) | Members: 3 outside Directors (as of the date of this report) |
Name | Position | |
Yoshihiko Hatanaka |
Chair of the Nominating Committee
(Outside Director) | |
Wendy Becker |
Nominating Committee Member
(Outside Director) | |
Joseph A. Kraft Jr. |
Nominating Committee Member
(Outside Director) |
* It is expected that members of the Nominating Committee will be appointed as follows at a meeting of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025.
Members after the resolution of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025: 3 outside Directors
Name | Position | |
Wendy Becker |
Chair of the Nominating Committee
(Outside Director) | |
Joseph A. Kraft Jr. |
Nominating Committee Member
(Outside Director) | |
Masayuki Hyodo |
Nominating Committee Member
(Outside Director) |
(2) Purpose/Authority
The primary roles of the Nominating Committee are to: (a) determine the content of proposals regarding the appointment/dismissal of Directors to be submitted for approval at a General Meeting of Shareholders and (b) evaluate management succession plans, which the CEO develops, for the CEO and other executives designated by the Nominating Committee.
The Nominating Committee determines the content of proposals regarding the appointment and dismissal of Directors, considering the policy on composition of the Board, the qualifications for Directors and the limitation of re-election of Directors described above.
(3) Policy Regarding Composition of the Nominating Committee
Under the Companies Act, the Nominating Committee shall consist of at least three Directors, the majority of whom shall be outside Directors. Also, under the Board Charter, the chair is to be selected from among the outside Directors. In determining whether to appoint or remove a member of the Nominating Committee, continuity of the Nominating Committee shall be duly taken into account. After the resolution of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025, the Nominating Committee is expected to consist of three outside Directors.
(4) Management Succession Plans
The Nominating Committee evaluates the succession plans, and the implementation of such plans, for the CEO and other executives designated by the Nominating Committee, and reports the results of its evaluation to the Board, as appropriate.
Evaluations are conducted by having the CEO periodically submit draft succession plans to the Nominating Committee, which it reviews. As a part of such review, the Nominating Committee considers the development or promotion of the next generation of management and evaluates whether the succession plans have been prepared in a reasonable manner in light of Sony’s purpose to create sustainable social value and to enhance corporate value over the mid- to long-term.
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Audit Committee
(1) Members: 3 outside Directors (as of the date of this report)
Name | Position | |
Joseph A. Kraft Jr. |
Chair of the Audit Committee
(Outside Director) | |
Keiko Kishigami |
Audit Committee Member
(Outside Director) | |
Shingo Konomoto |
Audit Committee Member
(Outside Director) |
* It is expected that members of the Audit Committee will be appointed as follows at a meeting of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025.
Members after the resolution of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025: 4 outside Directors
Name | Position | |
Joseph A. Kraft Jr. |
Chair of the Audit Committee
(Outside Director) | |
Keiko Kishigami |
Audit Committee Member
(Outside Director) | |
Shingo Konomoto |
Audit Committee Member
(Outside Director) | |
Yoriko Goto |
Audit Committee Member
(Outside Director) |
(2) Purpose/Authority
The primary roles of the Audit Committee are to: (a) monitor the performance of duties by Directors and Corporate Executive Officers and (b) oversee and evaluate the independent auditor.
(3) Policy Regarding Composition of the Audit Committee
Under the Companies Act, the Audit Committee shall consist of at least three Directors, the majority of whom shall be outside Directors. In addition, under the Board Charter, each member of the Audit Committee (“Audit Committee Member”) shall satisfy all of the following qualifications: (a) he/she shall not be a Director engaged in the business operations of Sony Group Corporation or any of its subsidiaries, a Corporate Executive Officer, an accounting counselor, a general manager or other employee of Sony and (b) he/she shall meet the independence requirements or such other equivalent requirements of the U.S. securities laws and regulations as may from time to time be applicable to Sony Group Corporation. The chair is to be selected from among the outside Directors. The Audit Committee Members shall be selected from among the persons who possess appropriate experience and talent as well as the necessary finance, accounting and legal knowledge to serve on the Audit Committee. In determining whether to appoint or remove the Audit Committee Member, continuity of the Audit Committee shall be duly taken into account.
Moreover, at least one Audit Committee Member shall meet the audit committee financial expert requirements or such other equivalent requirements of the U.S. securities laws and regulations as may from time to time be applicable to Sony Group Corporation. The Board makes a determination on whether or not such Audit Committee Members meet these requirements. As of the date of this report, Keiko Kishigami is an “audit committee financial expert” within the meaning of Item 16A of Form 20-F under the Exchange Act, as
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amended. After the resolution of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025, the Audit Committee is expected to consist of four outside Directors, two of whom (Keiko Kishigami and Ms. Yoriko Goto) are expected to be “audit committee financial experts.” Both Kishigami Keiko and Ms. Yoriko Goto have auditing experience across various companies in Japan and overseas, as well as expertise on internal controls and considerable knowledge of finance and accounting.
(4) Policy on Selection of Independent Auditor Candidates and Independence of the Independent Auditor
With respect to the candidates for independent auditor nominated by the CEO and other Corporate Executive Officers, the Audit Committee evaluates the nomination, prior to making a decision on the candidates. The Audit Committee continues to evaluate the independence, the qualification and the reasonableness as well as the performance of the independent auditor so appointed.
Compensation Committee
(1) Members: 3 outside Directors (as of the date of this report)
Name | Position | |
Wendy Becker |
Chair of the Compensation Committee
(Outside Director) | |
Sakie Akiyama |
Compensation Committee Member
(Outside Director) | |
William Morrow |
Compensation Committee Member
(Outside Director) |
* It is expected that members of the Compensation Committee will be appointed as follows at a meeting of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025.
Members after the resolution of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025: 3 outside Directors
Name | Position | |
William Morrow |
Chair of the Compensation Committee
(Outside Director) | |
Nora Denzel |
Compensation Committee Member
(Outside Director) | |
Masayuki Hyodo |
Compensation Committee Member
(Outside Director) |
(2) Purpose/Authority
The primary roles of the Compensation Committee are to: (a) set policy on the content of individual compensation for Directors, Corporate Executive Officers and other officers and (b) determine the amount and content of individual compensation of Directors and Corporate Executive Officers in accordance with the policy, and oversee the determination regarding the amount and content of individual compensation of Senior Executives other than Corporate Executive Officers.
For the basic policy regarding remuneration for Directors and Corporate Executive Officers, refer to “Compensation” in Item 6.B.
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(3) Policy Regarding Composition of the Compensation Committee
Under the Companies Act, the Compensation Committee shall consist of at least three Directors, the majority of whom shall be outside Directors. In addition, under the Board Charter, a Director who is a CEO, a Chief Operating Officer (“COO”) or a Chief Financial Officer (“CFO”) of Sony Group Corporation or who holds any equivalent position shall not be a member of the Compensation Committee. In determining whether to appoint or remove a member of the Compensation Committee, continuity of the Compensation Committee shall be duly taken into account. After the resolution of the Board immediately following the closing of the Ordinary General Meeting of Shareholders to be held on June 24, 2025, the Compensation Committee is expected to be comprised of three outside Directors.
Senior Executives (Corporate Executive Officer and Business CEO)
(1) Total number of Senior Executives: 15 (including 6 Corporate Executive Officers) (as of the date of this report)
(2) Purpose/Authority
The primary roles of Senior Executives are to determine and execute Sony’s business activities in accordance with their roles and responsibilities determined by the Board.
(3) Delegation of Authority from the Board
The Board determines the fundamental management policies and other material matters related to the operation of Sony’s business. The Board assigns the duties of Corporate Executive Officers, including the CEO, by determining the areas over which each Corporate Executive Officer is in charge and by determining the scope of Senior Executives. Then, it delegates its decision-making authority to the CEO with a view to promoting timely and efficient decision-making within Sony. The CEO further subdelegates a part of such authority to other Senior Executives.
Other Officers (Corporate Executives)
(1) Total number of other officers: 8 (as of the date of this report)
(2) Purpose/Authority
The primary roles of other officers are to carry out their assignments within designated areas, such as headquarters functions and/or R&D, in accordance with the fundamental policies determined by the Board and Senior Executives.
Outline of the Terms of Executives Liability Insurance Policy
Sony Group Corporation has, at its expense in respect of insurance premiums, entered into a directors and officers liability insurance policy for all Directors, Corporate Executive Officers, corporate auditors, and persons in equivalent positions (the “Executives”) of itself and its subsidiaries over which Sony Group Corporation has a direct or indirect ownership more than 50%. The outline of the terms of such liability insurance policy is as follows:
(i) | The insurance policy covers compensation for damages, litigation costs (including attorney’s fees) and other costs that may be incurred by the Executives as a result of assuming responsibility for the execution of their duties or receiving claims related to such responsibility. |
(ii) | As a measure to ensure the appropriateness of the execution of duties by the Executives, there are certain exemptions, such as in the case of an act committed by the Executives with the knowledge that it constitutes a violation of laws or regulations. |
Support for Activities of Directors, the Board and the Committees
Sony Group Corporation engages in various activities to enhance the oversight function of the Board over management’s operation of Sony’s business as follows:
(1) Outside Director Initiatives
The Chair of the Board, who is an outside Director, leads the Board’s activities and secures the appropriate cooperation, communication and arrangement among outside Directors and Senior Executives. As an example of
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such initiatives, outside Directors’ meetings have been held, generally on the same day as each Board Meeting, for the purpose of exchanging information and sharing information with respect to recognized issues among outside Directors. The Board also conducted Directors’ strategic workshops with management, business site visits by Directors, and meetings with the Chair of the Board and the CEO. All of these activities were aimed at securing better understanding by outside Directors of Sony’s business and management’s challenges and encouraging strategic discussions among Directors. At a workshop held over two days in December 2024, through direct dialogue with the management team of Sony Group Corporation including the CEOs of each business segment, the Directors exchanged opinions about the business environment and challenges surrounding each business, as well as strategies to address them. At the workshop, Directors also intensively discussed Sony Group’s mid- to long-term strategies and challenges, including the development of new businesses. In March 2025, the outside Directors visited the offices of SMEJ, CloverWorks Inc., an animation production subsidiary of SMEJ, and the Ginza Sony Park to observe creative production sites and exhibition spaces, and exchanged opinions with the management of the Music and animation businesses.
(2) Secretariat Offices for the Board and each Committee
The company has established secretariat offices of the Board and each Committee to support the activities of the members and encourage constructive and proactive discussion at the meetings of the Board and each Committee. Each secretariat office endeavors to distribute necessary materials for the meetings in advance and to provide other information such as accounting information, organizational charts, press releases, external analyst reports and credit rating reports, as appropriate. Each secretariat office explains the meeting agenda to the members and provides them with presentation materials in advance of each meeting date and facilitates deliberation in separate meetings or briefing sessions depending on the nature of matters to be discussed. Each secretariat office also provides the absent members with a follow up briefing, as appropriate. In addition, under supervision by the Chairs of the Board and each Committee, each secretariat office shares the annual schedule of the meetings and anticipated agenda items in advance with the members in order to appropriately set the frequency of meetings and the number of agenda items to be deliberated at each meeting.
(3) Provision of Necessary Information
When the company is requested to provide additional information, each secretariat office endeavors to provide the members such information promptly. Also, each secretariat office verifies appropriately whether requested information is provided smoothly. In the event that the members consult with external specialists, participate in various seminars and so on to perform their duties, the costs and expenses in connection with such activities are borne by the company in accordance with applicable internal rules.
(4) Audit Committee Aide
With the approval of the Board and with the Audit Committee’s consent, the company has established the Audit Committee Aide to support the activities of the Audit Committee. The Audit Committee Aide does not concurrently hold positions related to the business operations of Sony and, upon instruction by each Audit Committee member, conducts investigations into and analyzes auditing matters and engages in physical inspections or visiting audits either by him/herself or by cooperating with relevant departments in order to support the Audit Committee.
(5) Policy on Director Training
Newly appointed Directors receive briefings by Senior Executives and outside experts regarding their expected roles and responsibilities, including their legal duties as a Director or as a member of the Committees, as well as briefings about the business, financial status, organization and governance structure of Sony. Also, throughout their tenure, each Director receives compliance-related training in accordance with internal protocols and briefings on matters relevant to each Director’s fulfillment of his/her roles and responsibilities including the current status of Sony’s business.
Evaluation of the Board and the Committees’ Effectiveness
(1) Policy for Evaluation
Sony Group Corporation believes that it is important to endeavor to improve the effectiveness of the Board and each Committee in order to support Sony’s business operations and enhance the corporate value of Sony. To achieve this goal, Sony Group Corporation conducts evaluations of the effectiveness of the Board and of each Committee (the “Evaluation”) annually, as a general rule.
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(2) Recent Evaluation
From February through May 2025, under the leadership of the Chair and Vice Chair of the Board, the Board conducted the Evaluation mainly in respect of Board and Committee activities in the fiscal year ended March 31, 2025 after confirming that actions proposed in response to the results of the previous Evaluation were appropriately taken. The recent Evaluation was conducted with the support of a third-party outside counsel with expertise in Japanese and global corporate governance practices (the “Outside Counsel”) in order to ensure transparency and objectivity and to obtain professional advice.
(3) Procedure of the Recent Evaluation
First, the Board confirmed that the actions proposed to be taken in response to the results of the previous Evaluation were taken, and it discussed and confirmed the proposed procedures for the Evaluation for the fiscal year ended March 31, 2025. Thereafter, the third-party evaluation was conducted by the Outside Counsel in accordance with the following steps:
• | Reviewed relevant material, such as the minutes of Board meetings, and attended a Board meeting; |
• | Confirmed with the Board secretariat office and each Committee’s secretariat office how meetings of the Board and Committees were conducted; |
• | Gathered responses to a questionnaire from each Director (including the Peer Review*) about the current status and practices of the Board and each Committee, such as the composition of the Board, operation of the Board, commitments of each Director, activities of each Committee and procedures of the previous Evaluation; |
• | Interviewed the Chair of the Board, the Vice Chair of the Board and the Chair of each Committee, newly appointed Directors (including the Peer Review*), and some of the Corporate Executive Officers; and |
• | Researched other global companies’ practices in Japan and the U.S., and compared them with the company’s practices. |
* | Peer Review: A mutual evaluation among Directors. In the fiscal year ended March 31, 2025, it was conducted through a questionnaire and interview of all Directors. |
The Board then received, reviewed and discussed the Outside Counsel’s report on the results of its evaluation. The Board confirmed the effectiveness of the Board and the Committees.
(4) Summary of the Results of the Recent Evaluation
Based on the following findings, the Outside Counsel reported that, as assessed in the previous Evaluation, the Board is established and operated in a manner sufficient to be highly evaluated:
• | The results of the questionnaire and interviews show that all Directors rate the effectiveness of the Board, including each Committee, highly. |
• | The changeover of the CEO went smoothly, and the process of the changeover was highly evaluated. |
• | With the addition of the newly appointed Director, there has been an increase within the Board of market-focused members with top management experience at listed companies. |
• | Initiatives to improve effectiveness of the Board continue to be implemented. |
• | In terms of the Board’s composition and other various aspects, the Board has characteristics that are highly evaluated in many respects in comparison with the boards of listed companies in the U.S. as well as in Japan. |
Following discussion and analysis based on the Outside Counsel’s report, the Board re-affirmed that the Board and each Committee were functioning effectively as of May 2025.
The Outside Counsel also suggested several ideas on possible options for the Board and Committees to further improve their own effectiveness.
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(5) Actions in Response to the Results of the Evaluation
In order to increase the corporate value of Sony, Sony Group Corporation will take appropriate actions to further enhance functions of the Board and the Committees in response to the results of the Evaluation, as well as various comments and opinions given by Directors and the Outside Counsel during the Evaluation process.
• | Monitored the progress of the fifth mid-range plan and long-term growth strategy; |
• | Discussed the growth through IP value maximization and the technology platform supporting IP value maximization; |
• | Continuously supervised risks related to cybersecurity, economic security and geopolitics; and |
• | Continued engagement with external investors. |
Internal Control and Governance Framework
At a Board meeting held on April 26, 2006, the Board reaffirmed the internal control and governance framework in effect as of the date of determination and determined to continue to evaluate and improve such framework going forward, as appropriate. At Board meetings held on May 13, 2009 and April 30, 2015, the Board amended and updated the internal control and governance framework, and as of May 15, 2025, the Board reaffirmed that such framework was in effect and determined to continue to evaluate and improve such framework going forward, as appropriate. These determinations were required by and met the requirements of the Companies Act.
A summary of the principal framework of the internal control and governance framework based on the Board determination above is as follows:
(1) Disclosure Control Framework
The securities of Sony Group Corporation are listed for trading on exchanges in Japan and the U.S. As a result, Sony is obligated to make various disclosures to the public in accordance with applicable securities laws, regulations and rules in those countries and listing standards of the stock exchanges on which Sony Group Corporation’s shares are listed. Sony is committed to full compliance with all requirements applicable to its public disclosures. Sony Group Corporation’s policy on investor relations activities is to aim to disclose accurate information in a timely and fair manner, as well as to endeavor to promote constructive dialogue with shareholders and investors, with a view to maximizing the corporate value by building a relationship of trust with shareholders and investors. Sony Group Corporation has established disclosure controls and procedures as an approach to implement this policy. All personnel responsible for the preparation of submissions to and filings with the TSE, the SEC and other regulatory entities, or for other public communications made on behalf of Sony, or who provide information as part of that process, have a responsibility to ensure that such disclosures and information are full, fair, accurate, timely and understandable, and in compliance with the established disclosure controls and procedures.
Sony Group Corporation has established “Disclosure Controls and Procedures” outlining the process through which potentially material information is reported from important business units, subsidiaries, affiliated companies and corporate divisions and is reviewed and considered for disclosure in light of its materiality to Sony. As a body to assist the CEO and the CFO of Sony Group Corporation in designing, implementing and evaluating the Disclosure Controls and Procedures, Sony Group Corporation has established the “Disclosure Committee,” which is comprised of members of senior management who are in charge of a part of Sony’s headquarters functions. In order to assure appropriate and timely disclosure, the Disclosure Committee shall evaluate events that are reported from the important business units, subsidiaries, affiliated companies and corporate divisions in accordance with Sony’s internal rules in light of their materiality to Sony. Based on such evaluation, the Disclosure Committee shall review the necessity of disclosure in accordance with applicable securities laws, regulations and rules, as well as the listing standards of the relevant stock exchanges, and report to the CEO and CFO for their determination.
(2) Risk Management Framework
Each business unit, subsidiary/affiliated company and corporate division of Sony periodically reviews and assesses risks and establishes and maintains necessary risk management systems (such as detection, communication, evaluation and response) for the area for which they are responsible. In addition, Senior Executives, including the Corporate Executive Officers, of Sony Group Corporation have established and
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currently maintain a system to identify and control risks that may cause losses to Sony regarding the areas for which they are responsible. The Corporate Executive Officer in charge of group risk control shall comprehensively promote and manage the establishment and maintenance of the systems as stated above.
Details of Actions Taken by the Board and the Committees
(1) Details of Actions Taken by the Board
During the fiscal year ended March 31, 2025, the Board convened 9 times. The attendance records of respective Directors are as follows.
Name | Meeting Records *1 | Attendance Records *1 | ||
Kenichiro Yoshida |
9 Times | 9 Times (100%) | ||
Hiroki Totoki |
9 Times | 9 Times (100%) | ||
Yoshihiko Hatanaka |
9 Times | 9 Times (100%) | ||
Wendy Becker |
9 Times | 9 Times (100%) | ||
Sakie Akiyama |
9 Times | 9 Times (100%) | ||
Keiko Kishigami |
9 Times | 9 Times (100%) | ||
Joseph A. Kraft Jr. |
9 Times | 9 Times (100%) | ||
Neil Hunt |
9 Times | 9 Times (100%) | ||
William Morrow |
9 Times | 9 Times (100%) | ||
Shingo Konomoto*2 |
8 Times | 8 Times (100%) |
*1 The numbers of the Meeting Records and the Attendance Records are those applicable to the fiscal year ended March 31, 2025.
*2 Because Shingo Konomoto was newly appointed as a Director at the Ordinary General Meeting of Shareholders on June 25, 2024, the numbers of his Meeting Records and Attendance Records differ from those of other outside Directors.
Note: Ms. Toshiko Oka, who retired as a Director in June 2024, attended the one Board meeting held prior to her retirement.
During the fiscal year ended March 31, 2025, the Board discussed a variety of matters, such as a review of Sony’s business performance on a quarterly basis, Sony’s business portfolio including the Partial Spin-off of the Financial Services business, progress and reviews of the results of the fifth mid-range plan, formation of a business plan for the fiscal year ending March 31, 2026, strategically important M&A, the transition to a new management structure, initiatives to maximize IP value across entertainment categories, effectiveness of internal controls (including the ethics and compliance program) and risk management (including cybersecurity risks and geopolitical risks), as well as Sony’s initiatives and strategies related to social changes (including sustainability).
(2) Details of Actions Taken by the Nominating Committee
During the fiscal year ended March 31, 2025, the Nominating Committee convened 7 times. The attendance records of respective Directors are as follows.
Name | Meeting Records *1 | Attendance Records *1 | ||
Yoshihiko Hatanaka |
7 Times | 7 Times (100%) | ||
Wendy Becker |
7 Times | 7 Times (100%) | ||
Joseph A. Kraft Jr. |
7 Times | 7 Times (100%) |
*1 The numbers of the Meeting Records and the Attendance Records are those applicable to the fiscal year ended March 31, 2025.
Note: Ms. Toshiko Oka, who retired as a member of the Nominating Committee in June 2024, attended the one Nominating Committee meeting held prior to her retirement.
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During the fiscal year ended March 31, 2025, the matters given consideration by the Nominating Committee included policies on selecting outside Director candidates, exploring Director prospects, and CEO succession. In addition, the Nominating Committee assessed succession plans for Senior Executives with key management responsibilities for individual business units and headquarters functions, based on management, including CEO, reports. With respect to the selection of candidates for outside Directors, as a priority item for the current fiscal year, the Nominating Committee confirmed the policy that candidates for outside Directors should be selected from persons who have experience as CEOs or as business unit leaders or equivalent positions at global companies, and persons who have considerable expertise and professional experience in finance and accounting, and the Nominating Committee held discussions based on such policy. As a result, three new outside Director candidates were appointed based on this policy. Regarding the appointment of Senior Executives, Kenichiro Yoshida, Representative Corporate Executive Officer, Chairman and CEO (at the time), proposed to the Nominating Committee that Hiroki Totoki, Representative Corporate Executive Officer, President, COO and CFO (at the time), would assume the position of President and CEO, and the Nominating Committee conducted a multifaceted review about the proposal and then concluded that the proposal would contribute to the mid- to long-term enhancement of the Sony Group’s corporate value and agreed to submit it to the Board. In addition, in connection with the CEO transition, the Nominating Committee reviewed and assessed succession plans for Senior Executives with key management responsibilities under the new CEO, Hiroki Totoki.
(3) Details of Actions Taken by the Audit Committee
During the fiscal year ended March 31, 2025, the Audit Committee convened 6 times. The attendance records of respective Directors are as follows.
Name | Meeting Records *1 | Attendance Records *1 | ||
Joseph A. Kraft Jr. |
6 Times | 6 Times (100%) | ||
Keiko Kishigami |
6 Times | 6 Times (100%) | ||
Shingo Konomoto*2 |
4 Times | 4 Times (100%) |
*1 The numbers of the Meeting Records and the Attendance Records are those applicable to the fiscal year ended March 31, 2025.
*2 Because Shingo Konomoto was newly appointed as a member of the Audit Committee pursuant to the resolution at the Board held on June 25, 2024, the numbers of his Meeting Records and Attendance Records differ from those of other members of the Audit Committee.
Note: Ms. Toshiko Oka, who retired as a member of the Audit Committee in June 2024, attended the two Audit Committee meetings held prior to her retirement.
Specific considerations by the Audit Committee include review of audit plans in three-way audits, identification and audit of priority audit items for each fiscal year, review of financial results and disclosure documents related to financial results, review of development and operation of internal control systems, audit of financial reports and SOX 404-related activities, audit of internal audit activities, review of the content and process for determining the compensation of the independent auditors, audit of the appropriateness of audit by the independent auditors and evaluation of the independent auditors. In addition to these, the Audit Committee held interviews with Senior Executives and other officers to receive reports on matters such as the recognition of issues and the status of risk management in the respective areas of responsibility of each business and headquarter function, and engaged in dialogue.
The priority audit items for the fiscal year ended March 31, 2025 were disclosure of non-financial information, risk management, and subsidiary management. Through audit activities conducted in cooperation with the internal audit division and the divisions of the Sony Group responsible for internal control, the following audit activities were conducted.
i) | Disclosure of non-financial information |
The Audit Committee received reports regarding the latest updates in Japan and other countries regarding the disclosure and assurance of non-financial information, such as climate change, from the internal control department, and confirmed that the steps regarding sustainability issues were steadily taken amid changing environments. The Audit Committee also discussed with the independent auditors relevant disclosure and assurance standard trends.
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ii) | Risk management |
In addition to confirming during the above-mentioned interviews with Senior Executives and other officers regarding Sony’s overall risk management, including Sony’s internal structure and challenges related to information security and anti-fraud, the Audit Committee received the reports from the internal control department and discussed ways to enhance continuous responsiveness.
iii) | Subsidiary management |
The Audit Committee received the reports regarding the audit activities of certain subsidiaries from the heads of the internal audit departments of each business segment and held discussions on them. Specifically, the Committee discussed with them the audit status and challenges of recently acquired subsidiaries. The Committee also had discussions with SFGI regarding preparations for the Partial Spin-off of the Financial Services business, the strengthening of its governance system and mid- to long-term business challenges. The Committee received the reports from the independent auditor on its audit plan, progress, and the results of the audit of Sony’s consolidated subsidiaries.
(4) Details of Actions Taken by the Compensation Committee
During the fiscal year ended March 31, 2025, the Compensation Committee convened 5 times. The attendance records of respective Directors are as follows.
Name | Meeting Records *1 | Attendance Records *1 | ||
Wendy Becker |
5 Times | 5 Times (100%) | ||
Sakie Akiyama |
5 Times | 5 Times (100%) | ||
William Morrow |
5 Times | 5 Times (100%) |
*1 The numbers of the Meeting Records and the Attendance Records are those applicable to the fiscal year ended March 31, 2025.
The specific matters given consideration by the Compensation Committee included the Corporation’s policy regarding the determination of individual remuneration for Directors and Senior Executives, including Corporate Executive Officers, for each fiscal year, and the amount and content of such remuneration. The Committee also considered the total number of stock acquisition rights to be issued for the purpose of granting stock options to Corporate Executive Officers and employees of the Corporation and directors, other officers and employees of the Corporation’s subsidiaries, and other stock-based compensation utilizing shares of the Corporation’s stock such as restricted stock units. In the fiscal year ended March 31, 2025, the Compensation Committee revised the evaluation metrics for remuneration linked to business results in accordance with the financial targets for the fifth mid-range plan. The Committee also discussed and determined the compensation structure and levels under the new management structure effective April 1, 2025. For the fiscal year ending March 31, 2026 and beyond, the Committee conducted a comprehensive review of and discussion on its policy regarding future use of stock-based compensation with consideration of other companies’ trends in Japan and other countries.
D. | Employees |
As of March 31, 2025, Sony had approximately 112,300 employees, a decrease of approximately 700 employees from March 31, 2024. During the fiscal year ended March 31, 2025, although there was an increase of employees in the Pictures segment (outside of Japan) due to the expansion of the business, including through mergers and acquisitions, as well as in the Financial Services segment, there was a decrease of employees in the ET&S and G&NS (outside of Japan) segments and All Other (in Japan) mainly due to restructuring, and in the I&SS segment (outside of Japan) mainly due to the closure of a manufacturing site in China. Approximately 7% of the total number of employees were members of labor unions.
As of March 31, 2024, Sony had approximately 113,000 employees, essentially unchanged from March 31, 2023. During the fiscal year ended March 31, 2024, although there was a decrease of employees mainly at manufacturing sites in China in the I&SS segment, there was an increase of employees primarily in the Pictures segment (outside of Japan). Approximately 8% of the total number of employees were members of labor unions.
As of March 31, 2023, Sony had approximately 113,000 employees, an increase of approximately 4,100 employees from March 31, 2022. During the fiscal year ended March 31, 2023, although there was a decrease of employees mainly in the ET&S segment (outside of Japan) due to closure of manufacturing sites in Malaysia,
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employees in the G&NS, I&SS, and Pictures (outside of Japan) segments increased due to the expansion of these businesses, including through mergers and acquisitions. Approximately 9% of the total number of employees were members of labor unions.
The following table shows the number of employees of Sony by segment and region as of March 31, 2023, 2024 and 2025.
Number of Employees by Segment and Region
March 31 | ||||||||||||
2023 | 2024 | 2025 | ||||||||||
By segment: |
||||||||||||
G&NS |
12,700 | 12,700 | 12,100 | |||||||||
Music |
11,100 | 11,300 | 11,300 | |||||||||
Pictures |
9,100 | 9,500 | 11,500 | |||||||||
ET&S |
38,400 | 38,700 | 36,700 | |||||||||
I&SS |
20,300 | 19,700 | 19,200 | |||||||||
Financial Services |
13,500 | 13,600 | 14,300 | |||||||||
All Other |
2,100 | 2,000 | 1,700 | |||||||||
Unallocated — Corporate employees |
5,800 | 5,500 | 5,500 | |||||||||
By region: |
||||||||||||
Japan |
56,400 | 57,200 | 57,500 | |||||||||
Outside of Japan |
56,600 | 55,800 | 54,800 | |||||||||
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Total |
113,000 | 113,000 | 112,300 | |||||||||
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In addition, the average number of employees for the fiscal years ended March 31, 2023, 2024 and 2025, calculated by averaging the total number of employees at the end of each quarter, was approximately 112,300,113,900 and 113,300 respectively.
Sony generally considers its labor relations to be good.
In Japan, Sony Group Corporation and several subsidiaries have labor unions.
In the G&NS, ET&S and I&SS segments, Sony owns many manufacturing sites, particularly in Asia, where a few sites have labor unions that have union contracts. In China, most employees are members of labor unions. Sony has generally maintained good relationships with these labor unions. In Europe, Sony also maintains good labor relations with the European Works Council and the local Unions and Works Councils.
In the Music segment, Sony has a labor union and generally considers its labor relations to be good.
In the Pictures segment, Sony also generally considers its labor relations to be good. A number of Pictures’ subsidiaries are signatories to union contracts. During the fiscal year ended March 31, 2025, negotiations were completed with the International Alliance of Theatrical and Stage Employees (“IATSE”) for three-year terms on the Basic Agreement, the Videotape and Electronic Supplement Agreement, the Art Directors Agreement, its Local Agreements in Los Angeles, its Area Standards Agreement, and its agreement with IATSE Local 52 in New York. Negotiations were also completed with IATSE Local 839 for a three-year agreement covering animators. Negotiations were also completed with the Teamsters for three-year agreements for drivers and Location Managers in Los Angeles and New York, Casting Directors in New York and drivers in Miami. Agreements for three-year terms were reached with the International Brotherhood of Electrical Workers, Local 40, the Southern California District Council of Laborers and its affiliate, Studio Utility Employees, Local 724, the Operative Plasterers and Cement Masons International Association of the United States and Canada, Local 755, and the United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada, Local 78. Negotiations were concluded for three-year agreements with the British Columbia Council of Film, the Alliance of Canadian Cinema, Television and Radio Artists and the Director’s Guild of Canada. Negotiations were completed with Communications Workers of America, AFL-CIO (“CWA”) for parking production assistants and parking Coordinators in New York for new four-year agreements. Negotiations are being scheduled with SAG-AFTRA for the Network Code agreement and with IATSE for agreements covering The Animation Guild. Alamo Drafthouse Cinema is in negotiations for collective bargaining agreements with the United Automobile, Aerospace and Agricultural Implementation Workers of America, Local 2,179 covering employees at two theaters in New York and with the CWA covering employees at one theater in Colorado.
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Sony continuously strives to provide competitive wages and benefits and good working conditions for all of its employees.
E. | Share Ownership |
The total number of shares of Common Stock beneficially owned by Directors and Corporate Executive Officers listed in “Compensation” in “Item 6. Directors, Senior Management and Employees.” (out of whom 14 people own shares) was approximately 0.057% of the total shares outstanding as of March 31, 2025.
During the fiscal year ended March 31, 2025, Sony Group Corporation granted stock acquisition rights, which represent rights to subscribe for shares of Common Stock, to Corporate Executive Officers and employees of Sony Group Corporation as well as directors, officers and employees of its subsidiaries. The stock acquisition rights cannot be exercised for one year from the date of grant and 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. The following table shows the portion of those stock acquisition rights which were granted by Sony Group Corporation to Directors and Corporate Executive Officers as of March 31, 2025 and which were outstanding as of the same date.
Year granted (Fiscal year ended March 31) |
Total number of shares subject to stock acquisition rights* |
Exercise price per share | ||||||
(in thousands) | ||||||||
2025 |
1,670 | 2,948 yen | ||||||
2024 |
1,650 | 2,589 yen | ||||||
2023 |
1,417 | 2,278 yen | ||||||
2022 |
1,400 | 2,870 yen | ||||||
2021 |
1,250 | 1,848 yen | ||||||
2020 |
600 | 1,341 yen | ||||||
2019 |
920 | 1,288 yen | ||||||
2018 |
130 | 1,047 yen | ||||||
2017 |
195 | 673 yen | ||||||
2016 |
0 | 681 yen |
* Total numbers of shares subject to stock acquisition rights and the exercise prices per share of stock acquisition rights granted from the fiscal year ended March 31, 2016 to the fiscal year March 31, 2024 are figures taking into account the five-for-one stock split effective October 1, 2024.
Regarding the above compensation plans, refer to Note 21 of the consolidated financial statements.
F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation |
Not applicable
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Item 7. | Major Shareholders and Related Party Transactions |
A. | Major Shareholders |
As of March 31, 2025, there were 6,149,810,645 shares of Common Stock outstanding, including 124,808,350 shares of treasury stock. Out of the total outstanding shares, 525,653,415 shares were in the form of ADRs and 1,170,784,178 shares were held of record in the form of Common Stock by residents in the U.S. As of March 31, 2025, the number of registered ADR holders was 4,399 and the number of registered holders of Common Stock in the U.S. was 420.
The Financial Instruments and Exchange Act of Japan requires any person who solely or jointly owns more than 5% of total issued voting shares of a company listed on any Japanese stock exchange to file with the Kanto Local Finance Bureau (the “Bureau”) a Bulk Shareholding Report. The following table summarizes the Bulk Shareholding Reports related to Sony (each a “Report”) submitted to the Bureau, where it is reported that ownership percentage by the reported entity exceeds 5% in the most recent updated Report. The Reports do not specify whether reported ownership is direct or beneficial.
Date of Report* |
Reported entities |
Reported number of direct or indirect owned and deemed owned shares** |
Reported percentage of direct or indirect owned and deemed owned shares** |
|||||||
October 6, 2020 |
Nomura Asset Management Co., Ltd. and 3 Joint Holders | 63,156,882 | 5.01 | |||||||
September 5, 2024 |
Sumitomo Mitsui Trust Asset Management Co., Ltd. and 1 Joint Holder | 74,698,324 | 5.98 | |||||||
December 5, 2024 |
BlackRock Japan Co., Ltd. and 11 Joint Holders | 532,553,589 | 8.53 |
* The table above contains information from the most recent updated Reports.
** Shares issuable or transferable upon exchange of exchangeable securities, conversion of convertible securities or exercise of warrants or stock acquisition rights (including those incorporated in bonds with stock acquisition rights) are taken into account in determining both the size of the reported entity’s holding and Sony’s total issued share capital.
To the knowledge of Sony Group 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 either severally or jointly. As far as is known to Sony Group Corporation, there are no arrangements the operation of which may, at a subsequent date, result in a change in control of Sony Group Corporation.
To the knowledge of Sony Group Corporation, there were no significant changes in the percentage ownership held by any other major beneficial shareholders during the past three fiscal years. Major shareholders of Sony Group Corporation do not have different voting rights from other shareholders.
B. | 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.
Refer to Note 31 of the consolidated financial statements for account balances and transactions with associates and joint ventures accounted for under the equity method.
C. | Interests of Experts and Counsel |
Not Applicable
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Item 8. | Financial Information |
A. | Consolidated Statements and Other Financial Information |
Refer to the consolidated financial statements and the notes of the consolidated financial statements.
Legal Proceedings
Sony Group Corporation and certain of its subsidiaries are defendants or otherwise involved in pending legal and regulatory proceedings. However, based upon the information currently available, Sony believes that the outcome from such legal and regulatory proceedings would not have a material impact on Sony’s results of operations and financial position.
Dividend Policy
Sony believes that continuously increasing corporate value and providing dividends are essential to rewarding shareholders. It is Sony’s policy to utilize retained earnings, after ensuring the perpetuation of stable dividends, to carry out various investments that contribute to an increase in corporate value, such as those that ensure future growth and strengthen competitiveness. Going forward, Sony will determine the amount of dividends based on an overall consideration of Sony’s consolidated operating results, financial condition and future business expectations.
A fiscal year-end dividend of 10 yen per share of Common Stock was approved at the Board of Directors meeting held on May 14, 2025 and the payment of such dividend started on June 2, 2025. Sony Group Corporation has already paid an interim dividend for Common Stock of 10 yen per share to each shareholder; accordingly, the total annual dividend per share of Common Stock for the fiscal year ended March 31, 2025 is 20 yen.
Sony Group Corporation conducted a five-for-one stock split of Common Stock effective October 1, 2024, with a record date of September 30, 2024. The above figures for dividend per share are based on a number of shares taking into account the stock split.
B. | Significant Changes |
Not applicable
Item 9. | The Offer and Listing |
A. | Offer and Listing Details |
Trading Markets
The principal trading markets for Sony Group Corporation’s ordinary shares are the TSE in the form of Common Stock and the NYSE in the form of ADSs evidenced by ADRs. Each ADS represents one share of Common Stock.
Sony Group Corporation’s Common Stock, with no par value per share, has been listed on the TSE since 1958 under the stock code “6758.”
Sony Group Corporation’s ADRs have been traded in the U.S. since 1961 and have been listed on the NYSE since 1970. As of April 1, 2021, the ticker symbol changed from “SNE” to “SONY.” Sony Group Corporation’s ADRs were issued and exchanged by Citibank, N.A., as the Depositary until March 31, 2025. From April 1, 2025, Sony Group Corporation’s ADRs are issued and exchanged by JPMorgan Chase Bank, N.A..
B. | Plan of Distribution |
Not Applicable
C. | Markets |
Refer to “Offer and Listing Details” in Item 9.A.
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D. | Selling Shareholders |
Not Applicable
E. | Dilution |
Not Applicable
F. | Expenses of the Issue |
Not Applicable
Item 10. | Additional Information |
A. | Share Capital |
Sony Group Corporation conducted a five-for-one stock split of Common Stock effective October 1, 2024, with a record date of September 30, 2024. Sony Group Corporation conducted the stock split and lowered the amount per an investment unit for the purpose of making it easier for investors to invest and expanding the investor base.
Sony Group Corporation amended its Articles of Incorporation to increase the total number of shares authorized to be issued by Sony Group Corporation from 3.6 billion to 18.0 billion, in accordance with Article 184, Paragraph 2 of the Companies Act of Japan, effective on October 1, 2024, which was the effective date of the stock split.
B. | Memorandum and Articles of Association |
Organization
Sony Group Corporation is a joint stock corporation (Kabushiki Kaisha) incorporated in Japan under the Companies Act (Kaishaho) of Japan. It is registered in the Commercial Register (Shogyo Tokibo) maintained by the Minato Branch Office of the Tokyo Legal Affairs Bureau.
Objects and purposes
The Articles of Incorporation of Sony Group Corporation provide 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, foodstuffs and toys, transportation machines and equipment, and 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) | investing 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; |
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(xii) | investment in businesses mentioned above operated by other companies or persons; and |
(xiii) | all businesses which are incidental to or related to those mentioned above. |
Directors
Under the Companies Act, because Sony Group Corporation has adopted the “Company with Three Committees” system, Directors have no power to execute the business of Sony Group Corporation except in limited circumstances as permitted by law. If a Director also serves concurrently as a Corporate Executive Officer, then he or she can execute the business of Sony Group Corporation in the capacity of Corporate Executive Officer. Under the Companies Act, Directors must refrain from engaging in any business competing with Sony Group 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 on such resolution. The amount of remuneration to each Director is determined by the Compensation Committee, which consists of Directors, the majority of whom are outside Directors (Refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees”). No member of the Compensation Committee may vote on a resolution with respect to his or her own compensation as a Director or a Corporate Executive Officer.
Neither the Companies Act nor Sony Group Corporation’s Articles of Incorporation make a special provision as to the borrowing powers exercisable by Directors (subject to requisite internal authorizations as required by the Companies Act), their retirement age, or a requirement to hold any shares of capital stock of Sony Group Corporation.
For more information on Directors, refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees.”
Capital stock
(General)
Unless indicated otherwise, set forth below is information relating to Sony Group Corporation’s capital stock, including brief summaries of the relevant provisions of Sony Group Corporation’s Articles of Incorporation and Share Handling Regulations, currently in effect, and of the Companies Act and related regulations.
The central book-entry transfer system for shares of Japanese listed companies under the Act Concerning Book-entry Transfer of Corporate Bonds, Shares, etc. (including regulations promulgated thereunder, “Book-entry Transfer Act”) is applied to the shares of Common Stock of Sony Group Corporation. Under this system, shares of all Japanese companies listed on any Japanese stock exchange are dematerialized, and shareholders must have accounts at account management institutions to hold their shares unless such shareholder has an account at Japan Securities Depository Center, Inc. (“JASDEC”). “Account management institutions” are financial instruments traders (i.e., securities companies), banks, trust companies and certain other financial institutions that meet the requirements prescribed by the Book-entry Transfer Act. Transfer of the shares of Common Stock of Sony Group Corporation is effected exclusively through entry in the records maintained by JASDEC and the account management institutions, and title to the shares passes to the transferee at the time when the transfer of the shares is recorded at the transferee’s account at an account management institution. The holder of an account at an account management institution is presumed to be the legal holder of the shares recorded in such account.
Under the Companies Act and the Book-entry Transfer Act, in order to assert shareholders’ rights against Sony Group Corporation, a shareholder of shares must have its name and address registered in Sony Group Corporation’s register of shareholders. Under the central book-entry transfer system operated by JASDEC, shareholders shall notify the relevant account management institutions of certain information prescribed under the Book-entry Transfer Act or Sony Group Corporation’s Share Handling Regulations, including their names and addresses, and the registration on Sony Group Corporation’s register of shareholders is updated upon receipt by Sony Group Corporation of necessary information from JASDEC (as described in “(Record date)”). On the other hand, in order to assert, against Sony Group Corporation, shareholders’ rights to which shareholders are entitled, regardless of whether such shareholder held shares on the requisite record date, such as minority shareholders’ rights, including the right to propose a matter to be considered at a General Meeting of Shareholders, except for shareholders’ rights to request that Sony Group Corporation purchase or sell shares constituting less than a full unit (as described in “(Unit share system)”), JASDEC shall, upon the shareholder’s request, issue a notice of certain information, including the name and address of such shareholder, to Sony Group Corporation.
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Thereafter, such shareholder shall provide Sony Group Corporation with written notice that he or she exercises such shareholder’s right in accordance with the Sony Group Corporation’s Share Handling Regulations. Under the Book-entry Transfer Act, the shareholder shall exercise such shareholders’ right within four weeks after the notice above has been given to Sony Group Corporation.
Mitsubishi UFJ Trust and Banking Corporation is the transfer agent for Sony Group Corporation’s capital stock. As such, it keeps Sony Group Corporation’s register of shareholders in its office at 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo.
Non-resident shareholders are required to appoint a standing proxy in Japan or file notice of a mailing address in Japan. Notices from Sony Group Corporation to non-resident shareholders are delivered to such standing proxies or mailing address. Japanese securities companies and commercial banks customarily act as standing proxies and provide related services for standard fees. The recorded holder of deposited shares underlying the ADSs is the depositary for the ADSs. Accordingly, holders of ADSs will not be able to directly assert shareholders’ rights against Sony Group Corporation.
(Authorized capital)
Under the Articles of Incorporation of Sony Group Corporation, Sony Group Corporation may only issue shares of Common Stock. Sony Group Corporation’s Articles of Incorporation provide that the total number of shares authorized to be issued by Sony Group Corporation is 18 billion shares.
All shares of capital stock of Sony Group Corporation have no par value. All issued shares are fully-paid and non-assessable.
(Distribution of Surplus)
Distribution of Surplus — General
Under the Companies Act, distributions of cash or other assets by joint stock corporations to their shareholders, so called “dividends,” are referred to as “distributions of Surplus” (“Surplus” is defined in “— Restriction on distribution of Surplus”). Sony Group Corporation may make distributions of Surplus to shareholders any number of times per business year, subject to certain limitations described in “— Restriction on distribution of Surplus.” Distributions of Surplus are required in principle to be authorized by a resolution of a General Meeting of Shareholders, but Sony Group Corporation may authorize distributions of Surplus by a resolution of the Board of Directors as long as its non-consolidated annual financial statements and certain documents for the last business year present fairly its assets and profit or loss, as required by ordinances of the Ministry of Justice.
Distributions of Surplus may be made in cash or in kind in proportion to the number of shares of Common Stock held by each shareholder. A resolution of the Board of Directors or a General Meeting of Shareholders authorizing a distribution of Surplus must specify the kind and aggregate book value of the assets to be distributed, the manner of allocation of such assets to shareholders, and the effective date of the distribution. If a distribution of Surplus is to be made in kind, Sony Group Corporation may, pursuant to a resolution of the Board of Directors or (as the case may be) a General Meeting of Shareholders, grant a right to the shareholders to require Sony Group Corporation to make such distribution in cash instead of in kind. If no such right is granted to shareholders, the relevant distribution of Surplus must be approved by a special resolution of a General Meeting of Shareholders, subject to certain exceptions under special laws and regulations (refer to “(Voting rights)” with respect to a “special resolution”).
Under the Articles of Incorporation of Sony Group Corporation, year-end dividends and interim dividends may be distributed in cash to shareholders appearing in Sony Group Corporation’s register of shareholders as of March 31 and September 30 each year, respectively, in proportion to the number of shares of Common Stock held by each shareholder following approval by the Board of Directors or (as the case may be) the General Meeting of Shareholders. Sony Group Corporation is not obliged to pay any dividends in cash unclaimed for a period of five years after the date on which they first became payable.
In Japan, the ex-dividend date and the record date for dividends precede the date of determination of the amount of the dividends to be paid. The price of the shares of Common Stock generally goes ex-dividend on the business day immediately prior to the record date (or if the record date is not a business day, the second business day prior thereto).
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Distribution of Surplus — Restriction on distribution of Surplus
In making a distribution of Surplus, Sony Group Corporation must, until the sum of its additional paid-in capital and legal reserve reaches one quarter of its stated capital, set aside in its additional paid-in capital and/or legal reserve an amount equal to one-tenth of the amount of Surplus so distributed.
The amount of Surplus at any given time must be calculated in accordance with the following formula:
A + B + C + D – (E + F + G)
In the above formula:
“A” = | the total amount of other capital surplus and other retained earnings, each such amount being that appearing on the non-consolidated balance sheet as of the end of the last business year | |||
“B” = | (if Sony Group Corporation has disposed of its treasury stock after the end of the last business year) the amount of the consideration for such treasury stock received by Sony Group Corporation less the book value thereof | |||
“C” = | (if Sony Group Corporation has reduced its stated capital after the end of the last business year) the amount of such reduction less the portion thereof that has been transferred to additional paid-in capital or legal reserve (if any) | |||
“D” = | (if Sony Group Corporation has reduced its additional paid-in capital or legal reserve after the end of the last business year) the amount of such reduction less the portion thereof that has been transferred to stated capital (if any) | |||
“E” = | (if Sony Group Corporation has cancelled its treasury stock after the end of the last business year) the book value of such treasury stock | |||
“F” = |
(if Sony Group Corporation has distributed Surplus to its shareholders after the end of the last business year) the total book value of the Surplus so distributed | |||
“G” = |
certain other amounts set forth in ordinances of the Ministry of Justice, including (if Sony Group Corporation has reduced Surplus and increased its stated capital, additional paid-in capital or legal reserve after the end of the last business year) the amount of such reduction and (if Sony Group Corporation has distributed Surplus to the shareholders after the end of the last business year) the amount set aside in additional paid-in capital or legal reserve (if any) as required by ordinances of the Ministry of Justice |
The aggregate book value of Surplus distributed by Sony Group Corporation may not exceed a prescribed distributable amount (the “Distributable Amount”), as calculated on the effective date of such distribution. The Distributable Amount at any given time shall be equal to the amount of Surplus less the aggregate of the following:
(a) | the book value of its treasury stock; |
(b) | the amount of consideration for any of treasury stock disposed of by Sony Group Corporation after the end of the last business year; and |
(c) | certain other amounts set forth in ordinances of the Ministry of Justice, including (if the sum of one-half of goodwill and the deferred assets exceeds the total of stated capital, additional paid-in capital and legal reserve, each such amount being that appearing on the non-consolidated balance sheet as of the end of the last business year) all or certain part of such exceeding amount as calculated in accordance with ordinances of the Ministry of Justice. |
As Sony Group Corporation has become a company with respect to which consolidated balance sheets should also be considered in the calculation of the Distributable Amount (renketsu haito kisei tekiyo kaisha), Sony Group Corporation must further deduct from the amount of Surplus the excess amount, if any, of (x) the total amount of stockholders’ equity appearing on the non-consolidated balance sheet as of the end of the last business year and certain other amounts set forth by an ordinance of the Ministry of Justice over (y) the total amount of stockholders’ equity and certain other amounts set forth by an ordinance of the Ministry of Justice appearing on the consolidated balance sheet as of the end of the last business year.
If Sony Group Corporation has prepared interim financial statements as described below, and if such interim financial statements have been approved by the Board of Directors or (if so required by the Companies Act) by a
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General Meeting of Shareholders, then the Distributable Amount must be adjusted to take into account the amount of profit or loss, and the amount of consideration for any of the treasury stock disposed of by Sony Group Corporation, during the period in respect of which such interim financial statements have been prepared. Sony Group Corporation may prepare non-consolidated interim financial statements consisting of a balance sheet as of any date subsequent to the end of the last business year and an income statement for the period from the first day of the current business year to the date of such balance sheet. Interim financial statements so prepared by Sony Group Corporation must be audited by the Audit Committee and the independent auditor, as required by the Companies Act and in accordance with the details prescribed by ordinances of the Ministry of Justice.
(Capital and reserves)
Sony Group Corporation may generally reduce its additional paid-in capital or legal reserve by resolution of a General Meeting of Shareholders and, if so decided by the same resolution, may account for the whole or any part of the amount of such reduction as stated capital. On the other hand, Sony Group Corporation may generally reduce its stated capital by a special shareholders’ resolution (as defined in “(Voting rights)”) and, if so decided by the same resolution, may account for the whole or any part of the amount of such reduction as additional paid-in capital. In addition, Sony Group Corporation may reduce its Surplus and increase either (i) stated capital or (ii) additional paid-in capital and/or legal reserve by the same amount, in either case by resolution of a General Meeting of Shareholders.
(Stock splits)
Sony Group Corporation may at any time split shares in issue into a greater number of shares at the determination of the CEO, and may amend its Articles of Incorporation to increase the number of the authorized shares to be issued to allow such stock split pursuant to a resolution of the Board of Directors or a determination by a Corporate Executive Officer to whom the authority to make such determination has been delegated by a resolution of the Board of Directors, rather than relying on a special shareholders’ resolution, which is otherwise required for amending the Articles of Incorporation.
When a stock split is to be made, Sony Group Corporation must give public notice of the stock split, specifying the record date thereof, at least two weeks prior to such record date. Under the central book-entry transfer system operated by JASDEC, Sony Group Corporation must also give notice to JASDEC regarding a stock split at least two weeks prior to the relevant effective date of the stock split. On the effective date of the stock split, the numbers of shares recorded in all accounts held by Sony Group Corporation’s shareholders at account managing institutions or JASDEC will be increased in accordance with the applicable ratio.
(Consolidation of shares)
Sony Group Corporation may at any time consolidate issued shares into a smaller number of shares by a special shareholders’ resolution. When a consolidation of shares is to be made, Sony Group Corporation must give public notice or notice to each shareholder at least two weeks prior to the effective date of the consolidation of shares. Under the central book-entry transfer system operated by JASDEC, Sony Group Corporation must also give notice to JASDEC regarding a consolidation of shares at least two weeks prior to the effective date of the consolidation of shares. On the effective date of the consolidation of shares, the numbers of shares recorded in all accounts held by Sony Group Corporation’s shareholders at account managing institutions or JASDEC will be decreased in accordance with the applicable ratio. Sony Group Corporation must disclose the reason for the consolidation of shares at a General Meeting of Shareholders.
(General Meeting of Shareholders)
The Ordinary General Meeting of Shareholders of Sony Group Corporation for each business year is normally held in June of each year in Tokyo, Japan. In addition, Sony Group Corporation may hold an Extraordinary General Meeting of Shareholders whenever necessary by giving notice thereof at least two weeks prior to 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 such shareholder’s resident proxy or mailing address in Japan) at least two weeks prior to the date set for the meeting. Under the Companies Act, such notice may be given to shareholders by electronic means, subject to obtaining the consent of the relevant shareholders. The record date for voting rights at an Ordinary General Meeting of Shareholders is March 31 of each year.
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Under the Companies Act and the Articles of Incorporation, Sony Group Corporation shall take measures to electronically provide to its shareholders (“Electronic Provision”) the contents of reference materials for a General Meeting of Shareholders, etc.
Notice of a shareholders meeting must set forth the contents of reference materials for a General Meeting of Shareholders, etc. to be provided by way of Electronic Provision and the URL of the website used for Electronic Provision, in addition to the place, time and purpose of the meeting. The contents of reference materials for a General Meeting of Shareholders, etc. must be posted on the website from the earlier of the date three weeks prior to the date set for the meeting or the date on which the notice of the shareholders meeting is dispatched until the date on which three months have elapsed from the meeting. Any shareholder (other than those shareholders consenting to receipt of notice of shareholders’ meeting by electronic means) is entitled to request printed paper copies of the contents of reference materials for a General Meeting of Shareholders, etc. by the record date for voting rights at the relevant General Meeting of Shareholders.
Any shareholder or group of shareholders holding at least 3% 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 a shareholders’ meeting is convened promptly or a convocation notice of a meeting that is to be held no later than eight weeks from the day of such request is dispatched, the shareholder requesting the holding of the meeting may, upon obtaining a court’s approval, convene such a shareholders’ meeting.
Any shareholder or group of shareholders holding at least 300 voting rights or 1% 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 Sony Group Corporation at least eight weeks prior to the date set for such meeting, provided that Sony Group Corporation may limit the number of such matters requested by each shareholder to 10.
If the Articles of Incorporation so provide, any of the minimum voting rights or percentages, time periods and number of voting rights necessary for exercising the minority shareholder rights described above may be decreased or shortened. Sony Group Corporation’s Articles of Incorporation currently do not include any such provisions.
(Voting rights)
So long as Sony Group Corporation maintains the unit share system, a holder of shares constituting one or more units is entitled to one vote for each such unit of stock (refer to “(Unit share system)” below; currently 100 shares constitute one unit), except that no voting rights with respect to shares of capital stock of Sony Group Corporation are afforded to Sony Group Corporation or any corporate or certain other entities more than one-quarter of the total voting rights of which are directly or indirectly held by Sony Group Corporation. If Sony Group 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 Group 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 Companies Act and Sony Group Corporation’s Articles of Incorporation provide, however, that the quorum for the election of Directors shall be one-third of the total number of voting rights of all the shareholders. Sony Group Corporation’s shareholders are not entitled to cumulative voting in the election of Directors. Shareholders may cast their votes 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 electronic means pursuant to the method designated by Sony Group Corporation.
The Companies Act and the Articles of Incorporation of Sony Group Corporation provide that in order to amend the Articles of Incorporation and in certain other instances, including:
(1) | acquisition of its own shares from a specific party other than its subsidiaries; |
(2) | consolidation of shares; |
(3) | any offering of new shares or existing shares held by Sony Group Corporation as treasury stock at a “specially favorable” price (or any offering of stock acquisition rights to acquire shares of capital stock, or bonds with stock acquisition rights on “specially favorable” conditions) to any persons other than shareholders; |
(4) | the exemption of liability of a Director, Corporate Executive Officer or independent auditor with certain exceptions; |
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(5) | a reduction of stated capital with certain exceptions; |
(6) | a distribution of in-kind dividends which meets certain requirements; |
(7) | dissolution, merger, consolidation, or corporate split with certain exceptions; |
(8) | the transfer of the whole or a material part of the business; |
(9) | the transfer of the whole or a part of the shares or equity interests in a subsidiary which meets certain requirements; |
(10) | the taking over of the whole of the business of any other corporation with certain exceptions; |
(11) | share exchange or share transfer for the purpose of establishing 100% parent-subsidiary relationships with certain exceptions; or |
(12) | partial share exchange for the purpose of establishing parent-subsidiary relationships with certain exceptions, |
the quorum shall be one-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 Group Corporation’s shares of capital stock have no pre-emptive rights under its Articles of Incorporation. Authorized but unissued shares may be issued, or existing shares held by Sony Group Corporation as treasury stock may be transferred, at such times and upon such terms as the Board of Directors or the CEO determines, subject to the limitations as to the offering of new shares or transfer of existing shares held by Sony Group Corporation as treasury stock at a “specially favorable” price mentioned under “(Voting rights)” above.
In the case of an issuance of shares (including a transfer of existing shares held by Sony Group Corporation as treasury stock) or stock acquisition rights whereby any subscriber will hold more than 50% of the voting rights of all shareholders, generally Sony Group Corporation shall give public notice at least two weeks prior to the payment date for such issuance, and if shareholders who hold one-tenth or more of the voting rights of all shareholders dissent from the issuance of shares or stock acquisition rights, the approval by a resolution of a General Meeting of Shareholders is generally required before the payment date pursuant to the Companies Act. In addition, in the case of an issuance of shares (including a transfer of existing shares held by Sony Group Corporation as treasury stock) or stock acquisition rights by way of an allotment to a third party which would dilute the outstanding voting shares by 25% or more or change the controlling shareholder, in addition to a resolution of the Board of Directors or a determination by the CEO, the approval of the shareholders or an affirmative vote from a person independent of the management is generally required pursuant to the rules of the TSE. The Board of Directors or the CEO may, however, determine that shareholders shall be given subscription rights regarding a particular issue of new shares, in which case such rights must be given on uniform terms to all shareholders as of a record date of which not less than two weeks’ prior public notice is 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.
Subject to certain conditions, Sony Group Corporation may issue stock acquisition rights by a resolution of the Board of Directors or a determination by the CEO. 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 Group Corporation will be obliged to issue the relevant number of new shares or alternatively to transfer the necessary number of treasury stock held by it.
In cases where a particular issue of new shares or stock acquisition rights (i) violates laws and regulations or Sony Group Corporation’s Articles of Incorporation, or (ii) will be performed in a materially unfair manner, and shareholders may suffer disadvantages therefrom, such shareholders may file an injunction to enjoin such issue with a court.
(Liquidation rights)
In the event of a liquidation of Sony Group Corporation, the assets remaining after payment of all debts, liquidation expenses and taxes will be distributed among the holders of shares of Common Stock in proportion to the respective numbers of shares of Common Stock held.
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(Record date)
March 31 is the record date for Sony Group Corporation’s year-end dividends, if declared. So long as Sony Group Corporation maintains the unit share system, shareholders who are registered as the holders of one or more unit of stock in Sony Group Corporation’s register of 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 business year ending on such March 31. September 30 is the record date for interim dividends, if declared. In addition, Sony Group Corporation may set a record date for determining the shareholders entitled to other rights and for other purposes by giving at least two weeks’ prior public notice.
JASDEC is required to promptly give Sony Group Corporation notice of the names and addresses of Sony Group Corporation’s shareholders, the numbers of shares of Common Stock held by them and other relevant information as of such respective record dates.
The price of shares generally goes ex-dividends or ex-rights on Japanese stock exchanges on the business day immediately prior to a record date (or if the record date is not a business day, the second business day prior thereto), for the purpose of dividends or rights offerings.
(Acquisition by Sony Group Corporation of its capital stock)
Under the Companies Act and the Articles of Incorporation of Sony Group Corporation, Sony Group Corporation may acquire shares of Common Stock (i) from a specific shareholder other than any of its subsidiaries (pursuant to the special shareholders’ resolution), (ii) from any of its subsidiaries (pursuant to a resolution of the Board of Directors), or (iii) by way of purchase on any Japanese stock exchange on which Sony Group Corporation’s shares of Common Stock are listed or by way of tender offer (pursuant to a resolution of the Board of Directors, as long as its non-consolidated annual financial statements and certain documents for the last business year present fairly its assets and profit or loss, as required by ordinances of the Ministry of Justice).
In the case of (i) above, any other shareholder may make a request to Sony Group Corporation that such other shareholder be included as a seller in the proposed purchase, provided that no such right will be available if the purchase price or any other consideration to be received by the relevant specific shareholder will not exceed the last trading price of the shares on the relevant stock exchange on the day immediately preceding the date on which the resolution mentioned in (i) above was adopted (or, if there is no trading in the shares on the stock exchange or if the stock exchange is not open on such day, the price at which the shares are first traded on such stock exchange thereafter).
The total amount of the purchase price of shares of Common Stock may not exceed the Distributable Amount, as described in “(Distribution of Surplus) — Distributions of Surplus — Restriction on distribution of Surplus.”
Shares acquired by Sony Group Corporation may be held for any period or may be retired at the determination of the CEO. Sony Group Corporation may also transfer (by public or private sale or otherwise) to any person the treasury stock held by it, at such times and upon such terms as the Board of Directors or the CEO determines, 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)” above. Sony Group 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, partial share exchange or corporate split through exchange of treasury stock for shares or assets of the acquired company.
(Unit share system)
The Articles of Incorporation of Sony Group Corporation provide that 100 shares constitute one “unit” of shares of stock. The Board of Directors or the Corporate Executive Officer to whom the authority to 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 constitute a unit or to abolish the unit share system entirely. Under the Companies Act, the number of shares constituting one unit cannot exceed 1,000 shares nor 0.5% of the total number of issued shares.
Under the unit share system, shareholders have one voting right for each unit of stock that they hold. Any number of shares less than one full unit have neither voting rights nor rights related to voting rights. Holders of shares constituting less than one unit will have no other shareholder rights if Sony Group Corporation’s Articles of Incorporation so provide, except that such holders may not be deprived of certain rights specified in the Companies Act or an ordinance of the Ministry of Justice, including the right to receive distribution of Surplus.
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A holder of shares constituting less than one full unit may require Sony Group Corporation to purchase such shares at their market value in accordance with the provisions of the Share Handling Regulations of Sony Group Corporation. In addition, the Articles of Incorporation of Sony Group Corporation provide that a holder of shares constituting less than one full unit may request Sony Group 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 Group Corporation must be made in accordance with the provisions of the Share Handling Regulations of Sony Group Corporation. As prescribed in the Share Handling Regulations, such requests shall be made through an account management institution and JASDEC pursuant to the rules set by JASDEC, without going through the notification procedure required for the exercise of the shareholders’ rights to which shareholders are entitled, regardless of whether such shareholder held shares on the requisite record date, as described in “(General).” Shares constituting less than a full unit are transferable, under the central book-entry transfer system described in “(General).” Under the rules of the Japanese stock exchanges, however, shares constituting less than a full unit do not comprise a trading unit, except in limited circumstances, and accordingly may not be sold on the Japanese stock exchanges.
(Sale by Sony Group Corporation of shares held by shareholders whose location is unknown)
Sony Group 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 Group Corporation’s register of shareholders or at the address otherwise notified to Sony Group Corporation continuously for five years or more.
In addition, Sony Group 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 Group Corporation’s register of shareholders or at the address otherwise notified to Sony Group Corporation, and (ii) the shareholder fails to receive distributions of Surplus on the shares continuously for five years or more at the address registered in Sony Group Corporation’s register of shareholders or at the address otherwise notified to Sony Group Corporation, Sony Group Corporation may sell or otherwise dispose of such shareholder’s shares at the then market price of the shares by a determination of a Corporate Executive Officer and after giving at least three months’ prior public and individual notice, and hold or deposit the proceeds of such sale or disposal of shares for such shareholder.
Reporting of substantial shareholdings
The Financial Instruments and Exchange Act of Japan and its related regulations require any person, regardless of residence, who has become, beneficially and solely or jointly, a holder of more than 5% 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 Local 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 1% or more in any such holding, or any change in material matters set out in reports previously filed, with certain exceptions. For this purpose, shares issuable to such persons 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 holders and the issuer’s total issued share capital. Any such report shall be filed with the Director General of the relevant Local Finance Bureau of the Ministry of Finance through the Electronic Disclosure for Investors’ Network (EDINET) system.
Ownership restrictions
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, except for the limitations under the Foreign Exchange Regulations as described in “Exchange Controls” below, and except for general limitations under the Companies Act or Sony Group 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 Group Corporation or under its Articles of Incorporation on the rights of non-residents or foreign shareholders to hold or exercise voting rights on the shares of capital stock of Sony Group Corporation.
There is no provision in Sony Group Corporation’s Articles of Incorporation or internal regulations that would have an effect of delaying, deferring or preventing a change in control of Sony Group Corporation and that would operate only with respect to a merger, acquisition or corporate restructuring involving Sony Group Corporation.
C. | Material Contracts |
None
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D. | Exchange Controls |
Japanese Foreign Exchange Controls Regulations
The following is a general summary of major Japanese foreign exchange controls regulations applicable to holders of shares of capital stock or voting rights of Sony Group Corporation or holders of ADSs who are “exchange non-residents” or “foreign investors,” as described below. The statements regarding Japanese foreign exchange control regulations set forth below are based on the laws and regulations in force and as interpreted by the Japanese authorities as of the date of this annual report and are subject to subsequent changes in the applicable Japanese laws or interpretations thereof. This summary is not exhaustive of all possible foreign exchange controls considerations that may apply to a particular investor, and potential investors are advised to satisfy themselves as to the overall foreign exchange controls consequences of the acquisition, ownership and disposition of shares of capital stock or voting rights of Sony Group Corporation or ADSs by consulting their own advisors.
The FEFTA and its related cabinet orders and ministerial ordinances (collectively, the “Foreign Exchange Regulations”) govern certain aspects relating to the acquisition and holding of shares of capital stock and voting rights of Sony Group Corporation by “exchange non-residents” and by “foreign investors” (as these terms are defined below). The Foreign Exchange Regulations also apply to the acquisition and holding of ADSs and the exercise of voting rights by holders of ADSs who are “foreign investors” that constitute an “inward direct investment” (as defined below).
Capital Transaction
Except as described below with respect to an “inward direct investment” by a “foreign investor,” the Foreign Exchange Regulations currently in effect do not affect transactions between exchange non-residents to purchase or sell shares of a Japanese listed corporation outside Japan using currencies other than Japanese yen.
In general, the acquisition of shares of a Japanese corporation (such as the shares of capital stock of Sony Group Corporation) by an exchange non-resident from an exchange resident requires post facto reporting by the exchange resident to the Minister of Finance. No such reporting requirement is imposed, however, if:
(i) | the aggregate purchase price of the relevant shares is 100 million yen or less; |
(ii) | the acquisition is effected through any bank, financial instruments business operator or other entity prescribed by the Foreign Exchange Regulations acting as an agent or intermediary; or |
(iii) | the acquisition constitutes an “inward direct investment” described below (in which case a prior notification requirement may apply). |
Exchange residents are defined in the Foreign Exchange Regulations as:
(i) | individuals who reside within Japan; or |
(ii) | corporations whose principal offices are located within Japan. |
Exchange non-residents are defined in the Foreign Exchange Regulations as:
(i) | individuals who do not reside in Japan; or |
(ii) | corporations whose principal offices are located outside Japan. |
Generally, branches and other offices of non-resident corporations that are located within Japan are regarded as exchange residents. Conversely, branches and other offices of Japanese corporations located outside Japan are regarded as exchange non-residents.
Inward Direct Investment in Shares of Listed Corporations
Definition of Foreign Investor
Foreign investors are defined in the Foreign Exchange Regulations as:
(i) | individuals who are exchange non-residents; |
(ii) | corporations or other entities that are organized under the laws of foreign countries or whose principal offices are located outside Japan; |
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(iii) | corporations of which 50% or more of the total voting rights are held, directly or indirectly, by individuals and/or corporations falling within (i) and/or (ii) above; |
(iv) | partnerships under the Civil Code of Japan established to invest in corporations, limited partnerships for investment under the Limited Partnership Act for Investment of Japan or any other similar partnerships under foreign law of which (a) 50% or more of the total contributions are made by individuals and/or corporations falling within (i), (ii), (iii) above and/or (v) below or any other persons prescribed under the Foreign Exchange Regulations or (b) a majority of the general partners are individuals and/or corporations falling within (i), (ii), (iii) above and/or (v) below or any other persons prescribed under the Foreign Exchange Regulations; or |
(v) | corporations or other entities, a majority of whose directors or other officers (or directors or other officers having the power of representation) are individuals who are exchange non-residents. |
Definition of Inward Direct Investment
If a foreign investor acquires shares or voting rights of a Japanese corporation that is listed on a Japanese stock exchange (such as the shares of capital stock of Sony Group Corporation) or that is traded on an over-the-counter market in Japan and, as a result of the acquisition, the foreign investor, in combination with any existing holdings, directly or indirectly holds 1% or more of the total number of issued shares or the total number of voting rights of the relevant corporation, such acquisition constitutes an “inward direct investment.” In addition, the acquisition of the authority to exercise, either directly or through instructions, voting rights held by other shareholders that results in the foreign investor, in combination with any existing shareholding, directly or indirectly holding 1% or more of the total number of voting rights of the relevant corporation constitutes an “inward direct investment.”
In addition to the acquisitions of shares or voting rights described above, if a foreign investor (i) is granted the authority to exercise voting rights on behalf of other shareholders of a Japanese listed corporation regarding certain matters which may give such foreign investor the power to control, or may have a material influence on the management of such corporation, such as the election or removal of directors, or (ii) obtains consent from another foreign investor holding the voting rights of the relevant corporation to exercise the voting rights of such corporation held by such other foreign investor jointly, and, in each case, as a result of these arrangements, the number of the voting rights directly or indirectly held by the foreign investor, including the total number of the voting rights subject to such authorization to exercise, or the sum of the number of the voting rights directly or indirectly held by the foreign investor and such other foreign investor subject to such joint voting agreement, as the case may be, is 10% or more of the total number of voting rights of the relevant corporation, each such arrangement regarding voting rights (hereinafter referred to as a “voting arrangement”) also constitutes an “inward direct investment”.
Additionally, if a foreign investor directly or indirectly holds 1% or more of the total voting rights of a Japanese listed corporation and, at a general meeting of shareholders, consents to certain proposals having a material influence on the management of such corporation such as the (i) election of such foreign investor or any of its related persons (as defined in the Foreign Exchange Regulations) as a director or corporate auditor of the relevant corporation or (ii) transfer or discontinuation of its business, such consent also constitutes an “inward direct investment.”
Prior Notification Requirements regarding Inward Direct Investment
If a foreign investor intends to consummate an acquisition of shares or voting rights of a Japanese listed corporation or the authority to exercise, either directly or through instructions, voting rights held by other shareholders that constitutes an “inward direct investment” as described above, unless certain exemptions apply (such as where the foreign investor is in a country that is listed on an exemption schedule in the Foreign Exchange Regulations and where that Japanese corporation is not engaged in certain businesses (the “Designated Businesses”) designated by the Foreign Exchange Regulations), a prior notification of the relevant inward direct investment is required to be filed with the Minister of Finance and any other competent Ministers.
However, if a foreign investor is seeking to acquire shares or voting rights of a Japanese listed corporation or the authority to exercise, either directly or through instructions, voting rights held by other shareholders and such acquisition would constitute an “inward direct investment,” such foreign investor may be eligible for the exemptions if certain conditions are met. In the case of an acquisition of shares or voting rights or the authority to exercise, either directly or through instructions, voting rights of a Japanese listed corporation that is engaged in a Designated Business other than certain Designated Business designated by the Foreign Exchange Regulations as
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a core sector business (the “Core Sector Designated Businesses”), the foreign investor may be exempted from the prior notification requirement if such foreign investor complies with the following conditions (the “Exemption Conditions”):
(i) | the foreign investor or its related persons will not become directors or corporate auditors of the relevant corporation; |
(ii) | the foreign investor will not make certain proposals (as prescribed in the Foreign Exchange Regulations) at the general meeting of shareholders, including transfer or discontinuation of the Designated Businesses of the relevant corporation; and |
(iii) | the foreign investor will not access non-public technical information in relation to the Designated Businesses of the relevant corporation, or take certain other actions that may lead to the leak of such non-public technical information (as prescribed in the Foreign Exchange Regulations). |
In addition, in the case of an acquisition of shares or voting rights or the authority to exercise, directly or through instructions, voting rights of a Japanese listed corporation that is engaged in the Core Sector Designated Businesses, the foreign investor may be exempted from the prior notification requirement, if, as a result of such acquisition, the foreign investor, in combination with any existing holdings, directly or indirectly holds less than 10% of the total number of issued shares or voting rights of the relevant corporation and such foreign investor complies with the Exemption Conditions and the following additional conditions:
(i) | the foreign investor will not attend, or not cause any persons designated by it to attend, meetings of the relevant corporation’s board of directors, or meetings of committees having authority to make important decisions, in respect of the Core Sector Designated Businesses of the relevant corporation; and |
(ii) | the foreign investor will not make, or not cause any persons designated by it to make, proposals to such board or committees or their members in writing or electronic form requesting any response or actions by certain deadlines in respect of the Core Sector Designated Businesses of the relevant corporation. |
Notwithstanding the above, if a foreign investor falls under a category of disqualified investors designated by the Foreign Exchange Regulations (including (a) investors who have been sanctioned during the previous five years due to violations of the FEFTA, (b) foreign governments, etc. (as prescribed in the Foreign Exchange Regulations) and (c) certain investors that are owned by, or have a certain other relationship with, foreign governments, etc. that are not otherwise accredited by the Minister of Finance), in no event may such foreign investor be eligible for the exemptions described above. On the other hand, if a foreign investor, excluding the disqualified investors described in the foregoing sentence, falls under a category of certain foreign financial institutions (as prescribed in the Foreign Exchange Regulations) and complies with the Exemption Conditions, such foreign investor may be eligible for the exemptions described above, even if the acquisition results in such foreign investor directly or indirectly holding 10% or more of the total number of issued shares or voting rights of the corporation engaged in the Core Sector Designated Businesses.
Pursuant to the amendments to the Foreign Exchange Regulations with taking into effect in May 2025, the scope of the above-mentioned disqualified investors, who are not eligible for the exemptions described above, was expanded to include (a) certain foreign investors who have obligations to cooperate with foreign governments, etc. in collecting information pursuant to agreements with foreign governments, etc. or foreign laws and regulations and (b) certain investors who are owned by, or who have a certain other relationship with, the foreign investors set forth in (a) (collectively, the “Specified Foreign Investors”) that are not otherwise accredited by the Minister of Finance. In addition, the exemption from the prior notification requirement was amended not to be applicable to the case where a foreign investor equivalent to the Specified Foreign Investor (the “Quasi-Specified Foreign Investors”) (as prescribed in the Foreign Exchange Regulations), which includes a foreign investor (i) whose managerial decisions are made substantially by the foreign investors set forth in (a), (ii) whose managerial decisions are made in a country other than the country of incorporation and affected by laws and regulations, etc. imposing obligations to cooperate with foreign governments, etc. in collecting information or (iii) who has obligations to disclose information to cooperate with foreign governments, etc. pursuant to agreements with the Specified Foreign Investors or the foreign investor set forth in this (iii), and that seeks to acquire shares or voting rights, including authority to exercise, either directly or through instructions, voting rights owned by others, of a listed corporation (the “Designated Core Business Entity”) which is engaged in the Core Sector Designated Businesses and also falls under the “Specified Essential Infrastructure Service Providers” as defined in the Economic Security Promotion Act, even if the foreign investor, (x) as a result of an acquisition of such shares or voting rights, including the authority to exercise, either directly or through
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instructions, voting rights owned by others, of such listed corporation, together with parties that have a special relationship with that foreign investor, holds or has authority to exercise less than 10% of the total issued shares or voting rights of such listed corporation, or (y) falls under a category of certain foreign financial institutions (as prescribed in the Foreign Exchange Regulations) set forth in the preceding paragraph. Further, the Exemption Conditions, which must be complied with for a foreign investor to be exempted from the prior notification requirement, were amended to include the following two additional conditions set forth in items (i) and (ii) below, when they apply to the case of an acquisition by a Quasi-Specified Foreign Investor of shares or voting rights, including authority to exercise, either directly or through instructions, voting rights owned by others, of a listed corporation which is engaged in the Core Sector Designated Businesses but is not the Designated Core Business Entity, as a result of which acquisition, together with parties that have a special relationship with that Quasi-Specified Foreign Investor, such Quasi-Specified Foreign Investor holds or has authority to exercise less than 10% of the total issued shares or voting rights of the above mentioned corporation:
(i) | the foreign investor will not access non-public information in relation to the Core Sector Designated Businesses of such corporation, or take certain other actions that may lead to the leak of such non-public information (as prescribed in the Foreign Exchange Regulations); and |
(ii) | the foreign investor will not work, or cause its closely-related persons (prescribed in the Foreign Exchange Regulations) to work in relation to the Core Sector Designated Businesses of such corporation, as an employee for such corporation and will not solicit any officers or employees of such corporation to work for the foreign investor or any third party. |
For reference purposes only, the Minister of Finance publishes, and may update from time to time, a list that classifies Japanese listed corporations into the following categories: (i) corporations engaged only in businesses other than the Designated Businesses, (ii) corporations engaged in Designated Businesses other than Core Sector Designated Businesses, (iii) corporations engaged in the Core Sector Designated Businesses and (iv) corporations falling into the Designated Core Business Entity. According to the list most recently published by the Minister of Finance, as of June 20, 2025, Sony Group Corporation is classified as category (iii) above.
In addition, if a foreign investor intends to make a voting arrangement with respect to a Japanese listed corporation engaged in the Designated Businesses or consents to a proposal at the general meeting of shareholders of such corporation, in each case, that constitutes an “inward direct investment” as described in “Definition of Inward Direct Investment” above, in certain circumstances, prior notification of the relevant inward direct investment must be filed with the Minister of Finance and any other competent Ministers. In such cases, the exemptions from the prior notification requirements may not be available, except for cases where the relevant voting arrangement is a joint voting agreement with other foreign investors to exercise voting rights regarding matters other than certain matters which may give such foreign investor the power to control, or may have a material influence on the management of the relevant corporation, such as the election or removal of directors.
Acquisitions of shares by foreign investors by way of stock split are not subject to the foregoing notification requirements.
Procedures for Prior Notification regarding Inward Direct Investment
If such prior notification is filed, the proposed inward direct investment may not be consummated until 30 days after the date of filing during which time the Ministers will review the proposed inward direct investment, although this screening period may be shortened by such Ministers if they no longer deem it necessary to review the proposed inward direct investment, or may be shortened to five business days, if the proposed inward direct investment is determined not to raise concerns from the perspective of national security or certain other factors. The Ministers may extend the screening period up to five months if they deem it necessary to continue to review the proposed inward direct investment, and may recommend any modification or abandonment of the proposed inward direct investment and, if the foreign investor does not accept such recommendation, the Ministers may order the modification or abandonment of such inward direct investment. In addition, if the Ministers consider the proposed inward direct investment to be an inward direct investment that is likely to cause damage to the national security of Japan, to interfere with the maintenance of public order or to pose an obstacle to the preservation of public safety, and, if a foreign investor (i) consummates such inward direct investment without filing the prior notification described above; (ii) consummates such inward direct investment before the expiration of the screening period described above; (iii) in connection with such inward direct investment, makes false statements in the prior notification described above; or (iv) does not follow the recommendation or order issued by the Ministers to modify or abandon such inward direct investment, the Ministers may order such foreign investor to divest all or part of the shares acquired or take other measures.
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Post Facto Reporting Requirements regarding Inward Direct Investment
A foreign investor who consummates an inward direct investment as described above through an acquisition of shares or voting rights or the authority to exercise, directly or through instructions, voting rights of a Japanese listed corporation that is engaged in the Designated Businesses, but is not subject to the prior notification requirements described above due to the exemptions from such prior notification requirements, in general, must file a post facto report of the relevant inward direct investment with the Minister of Finance and any other competent Ministers having jurisdiction over such Japanese corporation within 45 days of the date when, as a result of such acquisition, the foreign investor, in combination with any existing holdings, directly or indirectly holds (i) 1% or more but less than 3% of the total number of issued shares or voting rights, for the first time, (ii) 3% or more but less than 10% of the total number of issued shares or voting rights, for the first time, or (iii) 10% or more of the total number of issued shares or voting rights (excluding, in the cases of (i) and (ii) above, a foreign investor who falls under a category of certain foreign financial institutions (as prescribed in the Foreign Exchange Regulations)). In addition, if a foreign investor consummates the inward direct investment described above through the acquisition of shares or voting rights or the authority to exercise, directly or through instructions, voting rights of a Japanese listed corporation that is not engaged in the Designated Businesses (which is, in general, not subject to the prior notification requirements described above) and, as a result of such inward direct investment, such foreign investor, in combination with any existing holdings, directly or indirectly holds 10% or more of shares or voting rights of the total number of issued shares or voting rights of the relevant corporation, such foreign investor, in general, must file a post facto report of the relevant inward direct investment with the Minister of Finance and any other competent Ministers having jurisdiction over such Japanese corporation within 45 days of such inward direct investment.
In addition, if a foreign investor consummates the inward direct investment described above through a voting arrangement with respect to a Japanese listed corporation that is not engaged in the Designated Businesses (which is, in general, not subject to the prior notification requirements described above), such foreign investor, in general, must file a post facto report of the relevant inward direct investment with the Minister of Finance and any other competent Ministers having jurisdiction over such Japanese corporation within 45 days of such inward direct investment.
Acquisitions of shares by foreign investors by way of stock split are not subject to the foregoing reporting requirements.
Dividends and Proceeds of Sale
Under the Foreign Exchange Regulations, dividends paid on and the proceeds from sales in Japan of shares of capital stock of Sony Group Corporation held by exchange non-residents may generally be converted into any foreign currency and repatriated abroad.
E. | Taxation |
The following is a summary of the major Japanese national tax and U.S. federal income tax consequences of the ownership, acquisition and disposition of shares of Common Stock of Sony Group Corporation and of ADRs evidencing ADSs representing shares of Common Stock of Sony Group Corporation by a non-resident of Japan or a non-Japanese corporation without a permanent establishment in Japan. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular investor, and does not take into account any specific individual circumstances of any particular investor. Accordingly, holders of shares of Common Stock or ADSs of Sony Group Corporation are encouraged to consult their tax advisors regarding the application of the considerations discussed below to their particular circumstances.
This summary is based upon the representations of the depositary and the assumption that each obligation in the deposit agreement in relation to the ADSs dated as of April 1, 2025, and in any related agreement, will be performed in accordance with its terms.
For purposes of the income tax convention between Japan and the United States (the “Treaty”) and the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. holders of ADSs generally will be treated as owning shares of Common Stock of Sony Group Corporation underlying the ADSs evidenced by the ADRs. For the purposes of the following discussion, a “U.S. holder” is a beneficial owner of shares of Common Stock of Sony Group Corporation or ADRs evidencing ADSs representing shares of Common Stock of Sony Group Corporation that:
(i) | is a resident of the U.S. for purposes of the Treaty; |
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(ii) | does not maintain a permanent establishment in Japan (a) with which shares of Common Stock or ADSs of Sony Group Corporation are effectively connected and through which the U.S. holder carries on or has carried on business or (b) of which shares of Common Stock or ADSs of Sony Group Corporation form part of the business property; and |
(iii) | is eligible for benefits under the Treaty with respect to income and gain derived in connection with shares of Common Stock or ADSs of Sony Group Corporation. |
Japanese Tax Considerations with respect to shares of Common Stock and ADSs
The following is a summary of the principal Japanese tax consequences (limited to national taxes) to non-residents of Japan or non-Japanese corporations without a permanent establishment in Japan (“non-resident Holders”) who are holders of shares of Common Stock of Sony Group Corporation or of ADRs evidencing ADSs representing shares of Common Stock of Sony Group Corporation. The information given below regarding Japanese taxation is based on the tax laws and tax treaties in force and their interpretations by the Japanese tax authorities as of June 20, 2025. Tax laws and tax treaties as well as their interpretations may change at any time, possibly with retroactive effect. Sony Group Corporation will not update this summary for any changes in the tax laws or tax treaties or their interpretation that occurs after such date.
Generally, non-resident Holders are subject to Japanese withholding tax on dividends paid by Japanese corporations. Such taxes are withheld prior to payment of dividends as required by Japanese law. Stock splits are, in general, not a taxable event.
In the absence of an applicable tax treaty, convention or agreement reducing the maximum rate of Japanese withholding tax or allowing exemption from Japanese withholding tax, the rate of Japanese withholding tax applicable to dividends paid by Japanese corporations to non-resident Holders is generally 20.42%, provided, with respect to dividends paid on listed shares issued by a Japanese corporation (such as the shares of Common Stock or ADSs of Sony Group Corporation) to non-resident Holders other than any non-resident Holder who is an individual holding 3% or more of the total shares issued by the relevant Japanese corporation, the aforementioned 20.42% withholding tax rate is reduced to 15.315% for dividends due and payable on or before December 31, 2037. Due to the imposition of a special additional withholding tax (2.1% of the original withholding tax amount) to secure funds for reconstruction from the Great East Japan Earthquake, the original withholding tax rates of 15% and 20% as applicable, have been effectively increased to 15.315% and 20.42%, respectively, until December 31, 2037.
As of the date of this document, Japan has income tax treaties, conventions or agreements in force, whereby the above-mentioned withholding tax rate is reduced, in most cases to 15%, 10% or 5% for portfolio investors (15% under the income tax treaties with, among other countries, Canada, Denmark, Finland, Germany, Iceland, Ireland, Italy, Luxembourg, New Zealand, Norway and Singapore, 10% under the income tax treaties with, among other countries, Australia, Austria, Belgium, France, Hong Kong, the Netherlands, Portugal, Sweden, Switzerland, the U.K. and the United States, and 5% under the income tax treaties with, among other countries, Spain). Under the Treaty, the maximum rate of Japanese withholding tax that may be imposed on dividends paid by a Japanese corporation to a U.S. holder that does not own directly or indirectly at least 10% of the voting stock of the Japanese corporation is generally reduced to 10% of the gross amount actually distributed, and dividends paid by a Japanese corporation to a U.S. holder that is a pension fund are exempt from Japanese income taxation by way of withholding or otherwise unless such dividends are derived from the carrying on of a business, directly or indirectly, by such pension fund.
If the maximum tax rate provided for in the income tax treaty applicable to dividends paid by Sony Group Corporation to any particular non-resident Holder is lower than the withholding tax rate otherwise applicable under Japanese tax law, or if any particular non-resident Holder is exempt from Japanese income tax with respect to such dividends under the income tax treaty applicable to such particular non-resident Holder, such non-resident Holder who is entitled to a reduced rate of or exemption from Japanese withholding tax on payment of dividends on shares of Common Stock by Sony Group Corporation is, in principle, required to submit an Application Form for Income Tax Convention Regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends (together with any other required forms and documents) in advance through the withholding agent to the relevant tax authority before the payment of dividends. A standing proxy for non-resident Holders of a Japanese corporation may provide this application service. In this regard, a certain simplified special filing procedure is available for non-resident Holders to claim treaty benefits of exemption from or reduction of Japanese withholding tax, by submitting a Special Application Form for Income Tax Convention Regarding Relief from Japanese Tax and Special Income Tax for Reconstruction on Dividends of Listed Stock (together with any other required forms and documents). With respect to ADSs, this reduced rate or
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exemption is applicable if the depositary or its agent submits two Application Forms (one before payment of dividends and the other within eight months after the record date concerning such payment of dividends). To claim this reduced rate or exemption, a non-resident Holder of ADSs 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 Holder who is entitled, under an applicable income tax treaty, to a reduced rate which is lower than the withholding tax rate otherwise applicable under Japanese tax law or an exemption from the withholding tax, but failed to submit the required application in advance will be entitled to claim the refund of taxes withheld in excess of the rate under an applicable tax treaty (if such non-resident Holder is entitled to a reduced treaty rate under the applicable income tax treaty) or the full amount of tax withheld (if such non-resident Holder is entitled to an exemption under the applicable income tax treaty) from the relevant Japanese tax authority, by complying with a certain subsequent filing procedure. Sony Group Corporation does not assume any responsibility to ensure withholding at the reduced treaty rate or to ensure the absence of withholding for shareholders who would be so eligible under any applicable income tax treaty but where the required procedures as stated above are not followed.
Gains derived from the sale of shares of Common Stock or ADSs of Sony Group Corporation outside Japan by a non-resident Holder holding such shares or ADSs as portfolio investors are, in general, not subject to Japanese income tax or corporation tax under Japanese tax law. U.S. holders are not subject to Japanese income or corporation tax with respect to such gains under the Treaty.
Japanese inheritance tax and gift tax at progressive rates may be payable by an individual who has acquired from another individual shares of Common Stock or ADSs of Sony Group Corporation as a legatee, heir or donee even though neither the acquiring individual nor the deceased nor donor is a Japanese resident.
Holders of shares of Common Stock or ADSs of Sony Group Corporation 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 Common Stock and ADSs
The U.S. dollar amount of dividends received (prior to deduction of Japanese taxes) by a U.S. holder of ADSs or Common Stock of Sony Group Corporation will be included 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 Group Corporation as determined for U.S. federal income tax purposes. The U.S. dollar amount of dividends received by a non-corporate U.S. holder with respect to the ADSs or Common Stock will be subject to taxation at a reduced rate if the dividends are “qualified dividends.” Subject to certain exceptions for short-term and hedged positions, dividends paid on the ADSs or Common Stock will be treated as qualified dividends if Sony Group Corporation was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid a passive foreign investment company (“PFIC”). Based on Sony Group Corporation’s audited financial statements and relevant market and shareholder data, Sony Group Corporation believes that it was not treated as a PFIC for U.S. federal income tax purposes with respect to its taxable year ended March 31, 2025. In addition, based on Sony Group Corporation’s audited financial statements and Sony Group Corporation’s current expectations regarding the value and nature of its assets, the sources and nature of its income, and relevant market and shareholder data, Sony Group Corporation does not anticipate becoming a PFIC for the taxable year ending March 31, 2026. Holders of ADSs and Common Stock of Sony Group Corporation should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of the considerations discussed above and their own particular circumstances. Dividends paid by Sony Group Corporation to U.S. corporate holders of ADSs or Common Stock of Sony Group Corporation will not be eligible for the dividends-received deduction.
Subject to generally applicable limitations and special considerations discussed below, a U.S. holder of ADSs or Common Stock of Sony Group Corporation may be entitled to a credit for Japanese tax withheld in accordance with the Treaty from dividends paid by Sony Group Corporation. The applicable limitations include requirements adopted by the U.S. Internal Revenue Service (“IRS”) in regulations promulgated in December 2021 and any Japanese tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that either (i) properly elects the benefits of the Treaty, or (ii) consistently elects to apply a modified version of these rules under temporary guidance and complies with specific requirements set forth in such guidance, the Japanese tax on dividends will be treated as meeting the requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Japanese tax on dividends is uncertain and Sony Group Corporation has not determined whether these requirements have been met. Foreign tax credits will not be allowed for withholding taxes imposed
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in respect of certain short-term or hedged positions and may not be allowed in respect of arrangements in which economic profit, after non-U.S. taxes, is insubstantial. If the Japanese dividend tax is not a creditable tax for a U.S. holder or the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. holder may be able to deduct the Japanese tax in computing such U.S. holder’s taxable income for U.S. federal income tax purposes. For purposes of the foreign tax credit limitation, dividends will be foreign source income, and will generally constitute “passive” income. The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the U.S. Department of the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of these rules to their particular situations.
In general, a U.S. holder will recognize capital gain or loss upon the sale or other disposition of ADSs or Common Stock of Sony Group Corporation equal to the difference between the amount realized on the sale or disposition and the U.S. holder’s tax basis in the ADSs or Common Stock. Such capital gain or loss will be long-term capital gain or loss if the ADSs or Common Stock have been held for more than one year on the date of the sale or disposition. The net amount of long-term capital gain recognized by an individual holder is subject to lower rates of federal income taxation than ordinary income or short-term capital gain rates.
Under the Code, a U.S. holder of ADSs or Common Stock of Sony Group Corporation may be subject, under certain circumstances, to information reporting and possibly backup withholding with respect to dividends and proceeds from the sale or other disposition of ADSs or Common Stock, unless the U.S. holder provides proof of an applicable exemption or correct taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules. Any amount withheld under the backup withholding rules is not an additional tax and may be refunded or credited against the U.S. holder’s federal income tax liability, so long as the required information is furnished to the IRS.
F. | Dividends and Paying Agents |
Not Applicable
G. | Statement by Experts |
Not Applicable
H. | 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 100 F Street, N.E., 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 (https://www.sec.gov).
I. | Subsidiary Information |
Not Applicable
J. | Annual Report to Security Holders |
Not Applicable
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Item 11. | Quantitative and Qualitative Disclosures about Market Risk |
Sony’s business is continuously exposed to market fluctuation, such as fluctuations in currency exchange rates, interest rates or stock prices. For risk management policies and exposures for each risk, refer to Note 6 of the consolidated financial statements. For risk inherent in the insurance business, which is included in the Financial Services segment, refer to Note 13 of the consolidated financial statements. For derivative instruments and hedging activities utilized by Sony to reduce such risk, refer to Note 15 of the consolidated financial statements. For credit risk exposure for financial assets of debt instruments designated to be measured at fair value through profit or loss, refer to Note 6 of the consolidated financial statements.
Item 12. | Description of Securities Other Than Equity Securities |
A. | Debt Securities |
Not Applicable
B. | Warrants and Rights |
Not Applicable
C. | Other Securities |
Not Applicable
D. | American Depositary Shares |
From April 1, 2025, JPMorgan Chase Bank, N.A. (the “Depositary”) succeeded Citibank, N.A. (the “Prior Depositary”), as the depositary for Sony Group Corporation’s ADSs pursuant to a deposit agreement between Sony Group Corporation, the Depositary, and the holders and beneficial owners of ADSs issued thereunder from time to time (the “Deposit Agreement”) (attached as Exhibit 2.1 to this report). ADS holders (“Holders”) may be required to pay various fees to the Depositary and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid. The following fees may at any time and from time to time be changed by agreement between Sony Group Corporation and the Depositary.
The Depositary may charge, and collect from (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits of Sony Group Corporation’s Common Stock, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by Sony Group Corporation, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the deposited property, and (ii) each person surrendering ADSs for withdrawal of Sony Group Corporation’s Common Stock or other deposited property or whose ADSs are cancelled or reduced for any other reason, a fee of up to U.S. $5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered, or upon which a share distribution or elective distribution is made or offered (as the case may be). The Depositary may sell (by public or private sale) sufficient securities and property received in respect of share distributions, rights and other distributions prior to such deposit to pay such charge.
(a) Additional Fees, Charges and Expenses by the Depositary. The following additional fees, charges and expenses shall also be incurred by the Holders, by beneficial owners of ADSs, by any party depositing or withdrawing Sony Group Corporation’s Common Stock or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuances pursuant to a stock dividend or stock split declared by Sony Group Corporation or an exchange of stock regarding the ADSs or the Sony Group Corporation Common Stock or other deposited property or a distribution of ADSs, whichever is applicable):
(i) | a fee of up to U.S. $0.05 per ADS held for any cash distribution made, or for any elective cash/stock dividend offered, pursuant to the Deposit Agreement, |
(ii) | a fee of up to U.S. $0.05 per ADS held for the direct or indirect distribution of securities (other than ADSs or rights to purchase additional ADSs) or the net cash proceeds from the public or private sale of any such securities, regardless of whether any such distribution and/or sale is made by, for, or received from, or (in each case) on behalf of, the Depositary, Sony Group Corporation and/or any third party (which fee may be assessed against Holders as of a record date set by the Depositary), |
(iii) | an aggregate fee of up to U.S. $0.05 per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering the ADRs (which fee may be charged on a periodic basis |
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during each calendar year and shall be assessed against Holders as of the record date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and |
(iv) | an amount for the reimbursement of such charges and expenses as are incurred by the Depositary and/or any of its agents (including, without limitation, the Custodian (as defined in the Deposit Agreement), as well as charges and expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Sony Group Corporation Common Stock or other deposited property, the sale of securities (including, without limitation, deposited property), the delivery of Sony Group Corporation Common Stock or other deposited property or otherwise in connection with the Depositary’s or its Custodian’s compliance with applicable law, rule or regulation (which charges and expenses may be assessed on a proportionate basis against Holders as of the record date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge or expense from one or more cash dividends or other cash distributions). |
(b) Other Obligations, Fees, Charges and Expenses. Sony Group Corporation will pay all other fees, charges and expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant to agreements from time to time between Sony Group Corporation and the Depositary, except:
(i) | stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares); |
(ii) | a transaction fee per cancellation request (including any cancellation request made through SWIFT (Society for Worldwide Interbank Financial Telecommunications), facsimile transmission or any other method of communication) as disclosed on the “Disclosures” page (or successor page) of www.adr.com (as updated by the Depositary from time to time, “ADR.com”) and any applicable delivery expenses (which are payable by such persons or Holders); and |
(iii) | transfer or registration expenses for the registration or transfer of Sony Group Corporation Common Stock and other deposited property on any applicable register in connection with the deposit or withdrawal of Sony Group Corporation Common Stock and other deposited property (which are payable by persons depositing Sony Group Corporation Common Stock or Holders withdrawing Sony Group Corporation Common Stock or other deposited property). |
(c) The right of the Depositary to charge and receive payment of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement. Upon the resignation or removal of the Depositary, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness of such resignation or removal.
In the case of ADSs issued by the Depositary into the Depository Trust Company or presented to the Depositary via the Depository Trust Company, the ADS issuance and cancellation fees and charges will be payable by the Depository Trust Company participant(s) receiving the ADSs from the Depositary or the Depository Trust Company participant(s) surrendering the ADSs to the Depositary for cancellation, as the case may be, on behalf of the beneficial owner(s) and will be charged by the Depository Trust Company participant(s) to the account(s) of the applicable beneficial owner(s) in accordance with the procedures and practices of the Depository Trust Company participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS record date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS record date established by the Depositary will be invoiced for the amount of the ADS fees and charges. For ADSs held through the Depository Trust Company, the ADS fees and charges for distributions other than cash and the ADS service fee are charged to the Depository Trust Company participants in accordance with the procedures and practices prescribed by the Depository Trust Company from time to time and the Depository Trust Company participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs.
In the event of refusal by a Holder to pay the Depositary fees, the Depositary may, under the terms of the Deposit Agreement, refuse the requested service until payment is received or may set off the amount of the Depositary fees from any distribution to be made to the Holder. Note that the fees and charges Holders may be required to pay may vary over time and may be changed by Sony Group Corporation and by the Depositary.
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Holders will receive prior notice of such changes. The Depositary may reimburse Sony Group Corporation for certain expenses incurred by it that are related to the establishment and maintenance of the ADR program upon such terms and conditions as Sony Group Corporation and the Depositary may agree from time to time.
The Depositary may agree to reduce or waive certain fees, charges and expenses to Holders that would normally be charged on ADSs issued to or at the direction of, or otherwise held by, Sony Group Corporation and/or certain Holders and beneficial owners of ADSs and holders and beneficial owners of Sony Group Corporation’s Common Stock.
The Depositary reserves the right to utilize a division, branch or affiliate of the Depositary to direct, manage and/or execute any public and/or private sale of securities hereunder. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated under the Deposit Agreement.
Direct and Indirect Payments by the Depositary to Sony
The Depositary may make available to Sony Group Corporation a set amount or a portion of the Depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as Sony Group Corporation and the Depositary may agree from time to time.
The Prior Depositary reimbursed Sony for certain expenses Sony incurred in connection with its ADR program, subject to certain ceilings. These reimbursable expenses included, but were not limited to, legal and accounting fees, investor relations expenses and fees payable to service providers for the distribution of material to ADR holders. For the fiscal year ended March 31, 2025, such amounts paid by the Prior Depositary to Sony Group Corporation totaled 7,328,184.78 U.S. dollars.
In addition, as part of its service to Sony, the Prior Depositary waived fees in connection with its ADR program, subject to a ceiling. These waived expenses included, but were not limited to, standard costs associated with the administration of the ADR program, associated operating expenses, investor relations advice and access to an internet-based tool used in Sony’s investor relations activities. For the fiscal year ended March 31, 2025, the amount of such indirect payments was estimated to total 5,000 U.S. dollars.
Item 13. | Defaults, Dividend Arrearages and Delinquencies |
None
Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds |
None
Item 15. | Controls and Procedures |
Item 15(a). Disclosure Controls and Procedures
Sony has carried out an evaluation under the supervision and with the participation of Sony’s management, including the CEO and CFO, of the effectiveness of the design and operation of Sony’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2025. Disclosure controls and procedures require that information to be disclosed in the reports Sony Group Corporation files or submits under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported as and when required, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to Sony’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. 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 CEO and CFO have concluded that, as of March 31, 2025, the disclosure controls and procedures were effective at the reasonable assurance level.
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Item 15(b). Management’s Annual Report on Internal Control over Financial Reporting
Sony’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Sony’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. Sony’s internal control over financial reporting includes those policies and procedures that:
(i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Sony; |
(ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Sony are being made only in accordance with authorizations of management and directors; and |
(iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Sony’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Sony’s management evaluated the effectiveness of Sony’s internal control over financial reporting as of March 31, 2025 based on the criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the evaluation, management has concluded that Sony maintained effective internal control over financial reporting as of March 31, 2025.
Sony’s independent registered public accounting firm, PricewaterhouseCoopers Japan LLC, has issued an audit report on the effectiveness of Sony’s internal control over financial reporting as of March 31, 2025, presented on page (F-2).
Item 15(c). Attestation Report of the Registered Public Accounting Firm
Refer to the Report of Independent Registered Public Accounting Firm on page (F-2).
Item 15(d). Changes in Internal Control over Financial Reporting
There has been no change in Sony’s internal control over financial reporting during the fiscal year ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, Sony’s internal control over financial reporting.
Item 16. | [Reserved] |
Item 16A. | Audit Committee Financial Expert |
Sony Group Corporation’s Board of Directors has determined on June 25, 2024 that Keiko Kishigami qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F under the Exchange Act, as amended. In addition, she is determined to be independent as defined under the NYSE Corporate Governance Standards. As of the date of this report, it is planned that Keiko Kishigami and Ms. Yoriko Goto will each be determined to qualify as “audit committee financial experts” as defined in Item 16A of Form 20-F under the Exchange Act, as amended, and to be independent, under the NYSE Corporate Governance Standards, at the meeting of the Board of Directors immediately following the closing of the Ordinary General Meeting of Shareholders.
Item 16B. | Code of Ethics |
Sony has adopted a code of ethics, as defined in Item 16B of Form 20-F under the Exchange Act, as amended. The code of ethics applies to all directors, officers and employees of Sony. The code of ethics is available at:
https://www.sony.com/en/SonyInfo/csr_report/compliance/code_of_conduct_En.pdf
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Item 16C. Principal Accountant Fees and Services
Audit and Non-Audit Fees
The following table presents fees for audit and other services rendered by PricewaterhouseCoopers for the fiscal years ended March 31, 2024 and 2025.
Fiscal year ended March 31 |
||||||||
2024 | 2025 | |||||||
Yen in millions | ||||||||
Audit Fees (1) |
5,693 | 6,265 | ||||||
Audit-Related Fees (2) |
254 | 583 | ||||||
Tax Fees (3) |
19 | — | ||||||
All Other Fees (4) |
47 | 93 | ||||||
|
|
|
|
|||||
6,013 | 6,941 | |||||||
|
|
|
|
(1) | Audit Fees consist of fees for the annual audit services engagement and other audit services, which are those services that only the external auditor can provide. |
(2) | Audit-Related Fees consist of fees billed for assurance and related services, and audit services relating to benefit plans, business acquisitions and dispositions. |
(3) | Tax fees primarily consist of fees for tax advice. |
(4) | All Other Fees consist of fees primarily for services rendered with respect to advisory services. |
Audit Committee’s Pre-Approval Policies and Procedures
Consistent with the SEC rules regarding auditor independence, Sony Group Corporation’s Audit Committee is responsible for appointing, reviewing and setting compensation, retaining, and overseeing the work of Sony’s independent auditor, so that the auditor’s independence will not be impaired. The Audit Committee established a formal policy requiring pre-approval of all audit and permissible non-audit services provided by the independent auditor to Sony Group Corporation or any of its subsidiaries. The Audit Committee periodically reviews this policy with due regard for compliance with laws and regulations of host countries where Sony Group Corporation is listed.
Prior to the engagement of the independent auditor for the following fiscal year’s audit, management in charge of accounting or other relevant areas (“Accounting Management”) submits an application form to the Audit Committee for comprehensive pre-approval of all recurring services expected to be rendered during that year, other than services that are classified as “Tax” related services (“Tax Services”). In order to obtain comprehensive pre-approval, Accounting Management must designate in which of two categories (Audit and Non-Audit) the services will be classified as well as fees expected, both for each category in the aggregate and for each individual service, and detailed back-up information regarding each service to the extent possible to ensure that the Audit Committee knows precisely what particular service and the expected fees it is being asked to pre-approve and that the scope of any service or the expected fees approved is unambiguous. Any additional services not within the scope of comprehensive pre-approval and Tax Services require the Audit Committee’s separate pre-approval on an individual basis. The Audit Committee approves, if necessary, any changes in terms, conditions and fees resulting from changes in the scope of services to be provided or from other circumstances, with respect to both services that are subject to comprehensive and individual pre-approval. The Audit Committee or its designee establishes procedures to assure that the independent auditor is aware in a timely manner of the services that have been pre-approved.
Item 16D. | Exemptions from the Listing Standards for Audit Committees |
Not Applicable
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Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
The following table sets out information concerning purchases made by Sony Group Corporation during the fiscal year ended March 31, 2025.
Period |
(a) Total number of shares purchased*1 |
(b) Average price paid per share (yen)*1 |
(c) Total number of shares purchased as part of publicly announced plans or programs*1,2,3,4,5,6 |
(d) Maximum number of shares that may yet be purchased under the plans or programs*1,2,3,4,5,6 |
||||||||||||
April 1 — 30, 2024 |
2,871,655 | 2,609.14 | 2,862,000 | N/A | ||||||||||||
May 1 — 31, 2024 |
1,621,795 | 2,506.31 | 1,614,000 | 146,629,000 | ||||||||||||
June 1 — 30, 2024 |
15,164,675 | 2,617.77 | 15,160,500 | 133,225,500 | ||||||||||||
July 1 — 31, 2024 |
17,311,295 | 2,862.90 | 17,297,000 | 114,419,500 | ||||||||||||
August 1 — 31, 2024 |
24,183,555 | 2,536.50 | 24,175,500 | 90,671,500 | ||||||||||||
September 1 — 30, 2024 |
15,105,140 | 2,644.79 | 15,101,000 | 76,652,000 | ||||||||||||
October 1 — 31, 2024 |
13,886,265 | 2,764.49 | 13,884,400 | 61,243,600 | ||||||||||||
November 1 — 30, 2024 |
6,055,705 | 2,825.18 | 6,054,900 | N/A | ||||||||||||
December 1 — 31, 2024 |
1,686 | 3,279.63 | N/A | N/A | ||||||||||||
January 1 — 31, 2025 |
924 | 3,275.26 | N/A | N/A | ||||||||||||
February 1 — 28, 2025 |
1,265,270 | 3,783.09 | 1,264,500 | 28,251,000 | ||||||||||||
March 1 — 31, 2025 |
6,452,060 | 3,587.88 | 6,451,300 | 22,284,200 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
103,920,025 | 2,941.08 | 103,865,100 | N/A |
Column (a) represents the combined total number of shares purchased during the fiscal year ended March 31, 2025, including both fractional shares purchased from fractional shareholders in accordance with the Companies Act, and shares purchased in accordance with publicly announced plans, as shown in column (c).
Under the Companies Act, a holder of shares constituting less than one full unit may require Sony Group Corporation to purchase such shares at their market value (Refer to “Memorandum and Articles of Association — Capital stock — (Unit share system)” in “Item 10. Additional Information”). During the fiscal year ended March 31, 2025, Sony Group Corporation purchased 54,925 shares of Common Stock*1 for a total purchase price of 150,432,987 yen upon such requests from holders of shares constituting less than one full unit.
*1 Sony conducted a five-for-one stock split of Common Stock effective October 1, 2024, with a record date of September 30, 2024. The above figures for total number of shares purchased, average price paid per share, and maximum number of shares that may yet be purchased under the plans or programs are calculated based on the assumption that the stock split was conducted at the beginning of the fiscal year ended March 31, 2024.
*2 Sony approved on May 14, 2024 by resolution of the Board of Directors the establishment of the following facility for the repurchase of Common Stock pursuant to the Companies Act and Sony Group Corporation’s Articles of Incorporation.
• | Total number of shares for repurchase: 150 million shares (maximum) (2.46% of total number of shares issued and outstanding (excluding treasury stock)) |
• | Total purchase price for repurchase of shares: 250 billion yen (maximum) |
• | Period of repurchase: From May 15, 2024 to May 14, 2025 |
*3 The repurchase of shares of Common Stock based on the approval at the Board of Directors set forth in Note 2 above was completed. The details are as follows.
• | Total number of shares repurchased: 93,287,300 shares |
• | Total purchase price for repurchased shares: 249,999,954,148 yen |
• | Period of repurchase: May 15, 2024 to November 25, 2024 |
*4 Sony approved on February 13, 2025 by resolution of the Board of Directors the establishment of the following facility for the repurchase of Common Stock pursuant to the Companies Act and Sony Group Corporation’s Articles of Incorporation.
• | Total number of shares for repurchase: 30 million shares (maximum) (0.50% of total number of shares issued and outstanding (excluding treasury stock)) |
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• | Total purchase price for repurchase of shares: 50 billion yen (maximum) |
• | Period of repurchase: From February 14, 2025 to May 14, 2025 |
*5 The repurchase of shares of Common Stock based on the approval at the Board of Directors set forth in Note 4 above was completed. The details are as follows.
• | Total number of shares repurchased: 6,921,900 shares |
• | Total purchase price for repurchased shares: 22,069,430,250 yen |
• | Period of repurchase: February 14, 2025 to April 10, 2025 |
*6 Sony approved on May 14, 2025 by resolution of the Board of Directors the establishment of the following facility for the repurchase of Common Stock pursuant to the Companies Act and Sony Group Corporation’s Articles of Incorporation.
• | Total number of shares for repurchase: 100 million shares (maximum) (1.66% of total number of shares issued and outstanding (excluding treasury stock)) |
• | Total purchase price for repurchase of shares: 250 billion yen (maximum) |
• | Period of repurchase: From May 15, 2025 to May 14, 2026 |
Item 16F. | Change in Registrant’s Certifying Accountant |
Not Applicable
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Item 16G. | Corporate Governance |
The table below discloses the significant ways in which Sony’s corporate governance practices differ from those required for U.S. companies under the listing standards of the NYSE. As a foreign private issuer listed on the NYSE, Sony Group Corporation is exempt from most of the exchange’s corporate governance standards requirements. For further information on Sony’s corporate governance practices and history, refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees.”
NYSE Standards
|
Sony’s Corporate Governance Practices
| |
Board Independence. A majority of board directors must be independent. |
Sony Group Corporation has adopted the “Company with Three Committees” corporate governance system under the Companies Act. Sony Group Corporation’s Board Charter requires its board to consist of between 8 to 14 directors.
The Companies Act does not require Sony Group Corporation to have a majority of “independent” (in the meaning given by the NYSE Corporate Governance Standards) directors on its board; rather, it requires Sony Group Corporation to have a majority of “outside” directors (the definition of the term “outside” director is summarized below) on each of three statutory committees (the Nominating Committee, the Audit Committee and the Compensation Committee). | |
| ||
Director Independence. A director is not independent if such director is
(i) a person who the board determines has a material direct or indirect relationship with the company, its parent or a consolidated subsidiary;
(ii) a person who, within the last three years, has been an employee of the company or has an immediate family member of an executive officer of the company, its parent or a consolidated subsidiary;
(iii) a person who had received, or whose immediate family member had received, during any 12-month period within the last three years, more than 120,000 U.S. dollars per year in direct compensation from the company, its parent or a consolidated subsidiary, other than director and committee fees or deferred compensation for prior services (provided such compensation is not contingent in any way on continued service);
(iv) (A) a person who is, or whose immediate family member is, a current partner or employee of a firm that is the company’s internal or external auditor; (B) a person whose immediate family member is a partner of such a firm; (C) a person who has an immediate family member who is a current employee of such a firm and who personally participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (D) a person who was, or has an immediate family member who was, within the last three years, a partner or employee of such a firm and personally worked on the listed company’s audit within that time;
(v) a person who is, or whose immediate family member is, or has been within the last three years, employed as |
“Outside” director is defined in the Companies Act as a person who satisfies all of the requirements (i) through (v) below:
(i) a person who is not a Director of Sony Group Corporation or any of its subsidiaries engaged in the business operations of Sony Group Corporation or such subsidiaries, as the case may be, or a Corporate Executive Officer or general manager or other employee (“Group Executive Director, etc.”) of Sony Group Corporation or any of its subsidiaries and who has not been a Group Executive Director, etc. of Sony Group Corporation or any of its subsidiaries for ten years prior to assuming his/her office; (ii) if a person who has been a director, accounting counselor (if the accounting counselor is a juridical person, a member who is in charge of the affairs), or corporate auditor of Sony Group Corporation or any of its subsidiaries (excluding a person who has been a Group Executive Director, etc.) at the time within ten years prior to assuming his/her office, a person who has not been a Group Executive Director, etc. of Sony Group Corporation or any of its subsidiaries for ten years prior to assuming his/her office as a director, an accounting counselor, or a corporate auditor; (iii) a person who is not a director or a Corporate Executive Officer or general manager or other employee of a parent company or any entity which controls the management of Sony Group Corporation; (iv) a person who is not a Group Executive Director, etc. of a direct/indirect subsidiary of Sony Group Corporation or any entity the management of which is directly or indirectly controlled by Sony Group Corporation; and (v) a person who is not a spouse or relative within the second degree of kinship of a Director or a Corporate |
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NYSE Standards
|
Sony’s Corporate Governance Practices
| |
an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on that company’s compensation committee; or
(vi) an executive officer or employee of a company, or has an immediate family member of an executive officer of a company, that makes payments to, or receives payments from, the listed company, its parent or a consolidated subsidiary for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of 1 million U.S. dollars or 2% of such other company’s consolidated gross revenues |
Executive Officer or general manager or other employee of Sony Group Corporation. Under the Companies Act, a director’s status as an “outside” director is unaffected by the director’s compensation, his or her affiliation with business partners, or the board’s affirmative determination of independence. On the other hand, under the Companies Act, a director who has had a career as a management director, corporate executive officer, or other employee of the company, its subsidiaries or other group companies is by definition not an “outside” director.
Sony Group Corporation’s Board Charter includes a provision requiring that each “outside” director:
(i) Shall not have received directly from Sony Group, during any consecutive 12-month period within the last three years, more than an amount equivalent to 120,000 U.S. dollars, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); and
(ii) Shall not be an executive director, a corporate executive officer, a general manager or other employee of any company whose aggregate amount of transactions with Sony Group, in any of the last three fiscal years, exceeds the greater of an amount equivalent to 1,000,000 U.S. dollars, or 2% of the annual consolidated sales of such company. | |
In addition, the Securities Listing Regulations of the TSE require Sony Group Corporation to make efforts to have at least one “Independent Director” on the Board of Directors. “Independent Director” is defined in the Securities Listing Regulations of the TSE as an “outside” director who is unlikely to have conflicts of interest with shareholders. According to the guidelines of the TSE, if a person falls in any of the categories listed below, such person, in principle, will be considered to have a conflict of interest with shareholders of the listed company.
(1) A person for which the listed company is a major client or a person who executes business of a person for which the listed company is a major client;
(2) A major client of the listed company or a person who executes business of a major client of the listed company;
(3) A consultant, accounting professional, or legal professional (or, if such consultant, accounting professional, or legal professional is a juridical person, a member of such juridical person) of the listed company who receives a large amount of money or other consideration other than remuneration for directorship/auditorship from such listed company; |
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NYSE Standards
|
Sony’s Corporate Governance Practices
| |
(4) A person who has fallen in any of categories (1) through (3) listed above until recently;
(5) A person who has fallen in any of categories (a) or (b) listed below for ten years prior to assuming his/her office:
(a) A person who executes business of a parent company of the listed company or a director who does not execute business of a parent company of the listed company; or
(b) A person who executes business of a fellow subsidiary of the listed company. | ||
(6) A close relative of a person who falls in any of categories (a) through (f) listed below (only if such person is significant):
(a) A person who falls in any of (1) through (5) listed above;
(b) A person who executes business of a subsidiary of the listed company;
(c) A director who does not execute business of a subsidiary of the listed company;
(d) A person who executes business of a parent company of the listed company or a director who does not execute business of a parent company of the listed company;
(e) A person who executes business of a fellow subsidiary of the listed company; or
(f) A person who has fallen in any of categories (b) or (c) listed above or a person who has executed business of the listed company until recently. | ||
As of the date of this report, 8 of the 10 members of Sony Group Corporation’s Board of Directors are qualified as “outside” directors. In addition, all 8 “outside” directors are qualified and designated as “Independent Directors” under the Securities Listing Regulations of the TSE. It is expected that 9 of the 11 members of new director candidates who will be appointed at the Ordinary General Meeting of Shareholders to be held on June 24, 2025 will each be qualified as “outside” directors, and will also be qualified and designated as “Independent Directors” under the Securities Listing Regulations of the TSE. | ||
|
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NYSE Standards
|
Sony’s Corporate Governance Practices
| |
Executive Sessions. Non-management directors must meet in regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year. |
An “outside” director, as defined under the Companies Act, is equivalent to a “non-management director” under the NYSE rules because an “outside” director does not engage in the execution of business operations of the company.
The outside/non-management Directors generally meet several times a year without management, though neither the Companies Act nor Sony Group Corporation’s Board Charter requires non-management Directors to meet regularly without management and there is no requirement for the outside Directors to meet alone in an executive session at least once a year. | |
| ||
Nominating/Corporate Governance Committee. A nominating/corporate governance committee of independent directors is required. The committee must have a charter that addresses the purpose, responsibilities (including development of corporate governance guidelines) and annual performance evaluation of the committee. |
Sony Group Corporation’s Nominating Committee shall consist of at least three Directors. Under the Companies Act, the Committee is responsible for determining the contents of proposals regarding the appointment and dismissal of Directors to be submitted for approval to the shareholders’ meeting. Unlike listed U.S. companies under NYSE rules, it is not responsible for developing governance guidelines or overseeing the evaluation of the board and management. Under the Companies Act, a majority of its members shall be “outside” directors, as defined under the Companies Act. | |
| ||
Compensation Committee. A compensation committee of independent directors is required. The committee must have a charter that addresses the purpose, responsibilities and annual performance evaluation of the committee. In addition, in accordance with the SEC rules adopted pursuant to Section 952 of the Dodd-Frank Act, NYSE listing standards expanded the factors relevant in determining whether a committee member has a relationship to the company that will materially affect that member’s duties to the compensation committee and provided compensation committees the authority to engage compensation advisers. Additionally, the committee may obtain or retain the advice of a compensation adviser only after taking into consideration all factors relevant to determining that adviser’s independence from management, unless the adviser’s role is (i) limited to consulting on a generally applicable broad-based plan or (ii) is providing information that is not customized for the issuer or is not customized by the adviser and about which the adviser does not provide advice. |
Sony Group Corporation’s Compensation Committee shall consist of at least three Directors. Under the Companies Act, a majority of its members shall be “outside” directors, as defined under the Companies Act. Sony Group Corporation’s Board Charter prohibits the CEO, the COO and/or the CFO (or a person at any equivalent position) from serving on the Compensation Committee. Under the Companies Act, the Committee is responsible for, among others, determining the compensation of each director and Corporate Executive Officer. | |
|
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NYSE Standards
|
Sony’s Corporate Governance Practices
| |
Audit Committee. An audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act is required. The committee must have at least three members. All members must be independent. The committee must have a charter addressing the committee’s purpose, an annual performance evaluation of the committee and the duties and responsibilities of the committee. |
Sony Group Corporation’s Audit Committee shall consist of at least three Directors. Under the Companies Act, a majority of its members shall be “outside” Directors, as defined under the Companies Act. In addition, pursuant to the Companies Act, no member of the Committee shall be a Director of the company or any of its subsidiaries who is engaged in the business operations of the company or such subsidiary, as the case may be, or a corporate executive officer of the company or any of its subsidiaries, or an accounting counselor, general manager or other employee of any of such subsidiaries. Sony Group Corporation’s Board Charter also requires each member of the Audit Committee to meet the independence requirements of the applicable U.S. securities laws and regulations, and requires at least one member to meet the audit committee financial expert requirements. As of the date of this report, all the members of Sony Group Corporation’s Audit Committee are also “independent” as defined in the NYSE Corporate Governance Standards, and one member of the Committee is qualified as an audit committee financial expert. It is expected that all the members of the Audit Committee will be determined to be “independent” as defined in the NYSE Corporate Governance Standards, and two members of the Committee will be determined to qualify as audit committee financial experts, at the meeting of the Board of Directors immediately following the closing of the Ordinary General Meeting of Shareholders on June 24, 2025. | |
| ||
Equity Compensation Plans. Equity compensation plans require shareholder approval, subject to limited exemptions. |
Under the Companies Act, if Sony Group Corporation wishes to adopt an equity compensation plan under which stock acquisition rights or shares of common stock are granted on specially favorable conditions, except where all of its shareholders are granted rights to subscribe for such stock acquisition rights/shares of common stock or such stock acquisition rights/shares of common stock are gratuitously allocated to all of its shareholders, each on a pro rata basis, then Sony Group Corporation must obtain shareholder approval by a “special resolution” at a General Meeting of Shareholders, where the quorum is one-third of the total number of voting rights of all of its 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 under Sony Group Corporation’s Articles of Incorporation.
On the other hand, under the Companies Act, if Sony Group Corporation wishes to adopt an equity compensation plan under which stock acquisition rights or shares of common stock are granted against fair value thereof, such plan can be adopted by the resolution of Sony Group Corporation’s Compensation Committee, and grants of stock acquisition rights or shares pursuant to such plan may be decided by a resolution of the Board of Directors or a determination by a Corporate Executive Officer to whom the authority to make such determination has been delegated, and no shareholder approval is required. | |
|
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NYSE Standards
|
Sony’s Corporate Governance Practices
| |
Corporate Governance Guidelines. Corporate governance guidelines must be adopted and disclosed. |
Sony Group Corporation is required to disclose the status of its corporate governance under the Companies Act, Financial Instruments and Exchange Act and its related regulations, and the Securities Listing Regulations of the TSE; however, Sony Group Corporation does not have corporate governance guidelines that cover all the requirements described in the NYSE Corporate Governance Standards, as many of the provisions do not apply to Sony Group Corporation. Refer to “Board Practices” in “Item 6. Directors, Senior Management and Employees.” | |
| ||
Code of Ethics. A code of business conduct and ethics for directors, officers and employees must be adopted and disclosed, along with any waivers of the code for directors or executive officers. |
Although this provision of the NYSE Corporate Governance Standards does not apply to Sony Group Corporation, Sony Group Corporation has adopted a code of conduct to be observed by all its directors, officers and other employees. The code of conduct is available at: https://www.sony.com/en/SonyInfo/csr_report/compliance/code_of_conduct_En.pdf
The code’s content covers principal items described in the NYSE Corporate Governance Standards. |
Item 16H. | Mine Safety Disclosure |
Not Applicable
Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Not Applicable
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Item 16J. |
Insider Trading Policies |
Item 16K. |
Cybersecurity |
• |
As of the date of this report, the following two outside Directors oversee Sony’s information security efforts, via monthly meetings and ad-hoc incident response communications with the CDO and GISO.(*) |
- |
Joseph A. Kraft Jr., outside Director, serves simultaneously as the Chair of the Audit Committee. |
- |
Neil Hunt, outside Director, has extensive experience in the development of large-scale information systems, including experience with the management of cybersecurity risks. |
- |
Ms. Nora Denzel has wide experience in information technology cultivated at several Silicon Valley-based companies, including experience with the management of cybersecurity risks. |
Item 17. |
Financial Statements |
Item 18. |
Financial Statements |
Item 19. | Exhibits |
Documents filed as exhibits to this annual report:
1.1 |
Amended Articles of Incorporation of Sony Group Corporation (English Translation) | |
1.2 |
||
1.3 |
||
2.1 |
||
2.2 |
||
8.1 |
Significant subsidiaries (as defined in §210.1-02(w) of Regulation S-X) of Sony Group Corporation, including additional subsidiaries that management has deemed to be significant, as of March 31, 2025: Incorporated by reference to “Business Overview” and “Organizational Structure” in “Item 4. Information on the Company” | |
11.1 |
||
12.1 |
||
12.2 |
||
13.1 |
||
15.1 |
||
97.1 |
||
101.INS |
Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH |
Inline XBRL Taxonomy Extension Schema Document | |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 |
The cover page for the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2025, has been formatted in Inline XBRL |
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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 GROUP CORPORATION | ||
(Registrant) | ||
By: |
/s/ LIN TAO | |
(Signature) | ||
Lin Tao | ||
Chief Financial Officer |
Date: June 20, 2025
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Page |
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F-2 |
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F- 5 |
||||
F- 7 |
||||
F- 8 |
||||
F- 9 |
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F- 10 |
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F- 12 |
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F- 13 |
Yen in millions |
||||||||||||
Note |
March 31, 2024 |
March 31, 2025 |
||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
27 | |||||||||||
Investments and advances in the Financial Services segment (including assets pledged that secured parties are permitted to sell or repledge of |
5, 14 | |||||||||||
Trade and other receivables, and contract assets |
5, 22 | |||||||||||
Inventories |
7 | |||||||||||
Other financial assets |
5 | |||||||||||
Other current assets |
19 | |||||||||||
Total current assets |
||||||||||||
Non-current assets: |
||||||||||||
Investments accounted for using the equity method |
8 | |||||||||||
Investments and advances in the Financial Services segment (including assets pledged that secured parties are permitted to sell or repledge of |
5, 14 | |||||||||||
Property, plant and equipment |
9 | |||||||||||
Right-of-use |
10 | |||||||||||
Goodwill |
11 | |||||||||||
Content assets |
11, 27 | |||||||||||
Other intangible assets |
11 | |||||||||||
Deferred tax assets |
25 | |||||||||||
Other financial assets |
5 | |||||||||||
Other non-current assets |
19 | |||||||||||
Total non-current assets |
||||||||||||
Total assets |
Yen in millions |
||||||||||||
Note |
March 31, 2024 |
March 31, 2025 |
||||||||||
LIABILITIES |
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Current liabilities: |
||||||||||||
Short-term borrowings |
5, 14 | |||||||||||
Current portion of long-term debt |
5, 14 | |||||||||||
Trade and other payables |
5 | |||||||||||
Deposits from customers in the banking business |
5 | |||||||||||
Income taxes payables |
||||||||||||
Participation and residual liabilities in the Pictures segment |
18 | |||||||||||
Other financial liabilities |
5 | |||||||||||
Other current liabilities |
13,19 |
|||||||||||
Total current liabilities |
||||||||||||
Non-current liabilities: |
||||||||||||
Long-term debt |
5, 14 | |||||||||||
Defined benefit liabilities |
17 | |||||||||||
Deferred tax liabilities |
25 | |||||||||||
Insurance contract liabilities |
13 | |||||||||||
Participation and residual liabilities in the Pictures segment |
18 | |||||||||||
Other financial liabilities |
5 | |||||||||||
Other non-current liabilities |
19 | |||||||||||
Total non-current liabilities |
||||||||||||
Total liabilities |
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EQUITY |
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Sony Group Corporation’s stockholders’ equity: |
20 | |||||||||||
Common stock |
||||||||||||
Additional paid-in capital |
||||||||||||
Retained earnings |
||||||||||||
Accumulated other comprehensive income |
( |
) | ( |
) | ||||||||
Treasury stock, at cost |
( |
) | ( |
) | ||||||||
Equity attributable to Sony Group Corporation’s stockholders |
||||||||||||
Noncontrolling interests |
27 | |||||||||||
Total equity |
||||||||||||
Total liabilities and equity |
Yen in millions |
||||||||||||||||
Fiscal year ended March 31 |
||||||||||||||||
Note |
2023 |
2024 |
2025 |
|||||||||||||
Sales and financial services revenue: |
||||||||||||||||
Sales |
22 | |||||||||||||||
Financial services revenue |
5, 13 | |||||||||||||||
Insurance revenue |
||||||||||||||||
Other financial services revenue |
||||||||||||||||
Total financial services revenue |
||||||||||||||||
Total sales and financial services revenue |
||||||||||||||||
Costs and expenses: |
||||||||||||||||
Cost of sales |
7, 17, 23 | |||||||||||||||
Selling, general and administrative |
17, 23 | |||||||||||||||
Financial services expenses |
5, 13, 17 | |||||||||||||||
Insurance service expenses |
||||||||||||||||
Insurance finance expenses (income) |
||||||||||||||||
Other financial services expenses |
||||||||||||||||
Total financial services expenses |
||||||||||||||||
Other operating (income) expense, net |
23 | ( |
) | ( |
) | ( |
) | |||||||||
Total costs and expenses |
||||||||||||||||
Share of profit (loss) of investments accounted for using the equity method |
8 | ( |
) | |||||||||||||
Operating income |
||||||||||||||||
Financial income |
24 | |||||||||||||||
Financial expenses |
24 | |||||||||||||||
Income before income taxes |
||||||||||||||||
Income taxes |
25 | |||||||||||||||
Net income |
||||||||||||||||
Net income attributable to |
||||||||||||||||
Sony Group Corporation’s stockholders |
||||||||||||||||
Noncontrolling interests |
||||||||||||||||
Yen |
||||||||||||||||
Fiscal year ended March 31 |
||||||||||||||||
Note |
2023 |
2024 |
2025 |
|||||||||||||
Per share data: |
26 | |||||||||||||||
Net income attributable to Sony Group Corporation’s stockholders |
||||||||||||||||
- Basic |
||||||||||||||||
- Diluted |
Yen in millions |
||||||||||||||
Fiscal year ended March 31 |
||||||||||||||
Note |
2023 |
2024 |
2025 |
|||||||||||
Net income |
||||||||||||||
Other comprehensive income, net of tax - |
20 | |||||||||||||
Items that will not be reclassified to profit or loss |
||||||||||||||
Changes in equity instruments measured at fair value through other comprehensive income |
( |
) | ( |
) | ( |
) | ||||||||
Remeasurement of defined benefit pension plans |
||||||||||||||
Share of other comprehensive income of investments accounted for using the equity method |
( |
) | ||||||||||||
Items that may be reclassified subsequently to profit or loss |
||||||||||||||
Changes in debt instruments measured at fair value through other comprehensive income |
( |
) | ( |
) | ( |
) | ||||||||
Cash flow hedges |
( |
) | ||||||||||||
Insurance finance income (expenses) |
||||||||||||||
Exchange differences on translating foreign operations |
( |
) | ||||||||||||
Share of other comprehensive income of investments accounted for using the equity method |
( |
) | ||||||||||||
Other |
( |
) | ( |
) | ( |
) | ||||||||
Total other comprehensive income, net of tax |
( |
) | ||||||||||||
Comprehensive income |
||||||||||||||
Comprehensive income attributable to |
||||||||||||||
Sony Group Corporation’s stockholders |
||||||||||||||
Noncontrolling interests |
Yen in millions |
||||||||||||||||||||||||||||||||||||
Note |
Common stock |
Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive income |
Treasury stock, at cost |
Sony Group Corporation’s stockholders’ equity |
Noncontrolling interests |
Total equity |
||||||||||||||||||||||||||||
Balance at April 1, 2022 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax |
20 | |||||||||||||||||||||||||||||||||||
Total comprehensive income |
||||||||||||||||||||||||||||||||||||
Transfer to retained earnings |
( |
) | - | - | ||||||||||||||||||||||||||||||||
Transactions with stockholders and other: |
||||||||||||||||||||||||||||||||||||
Exercise of stock acquisition rights |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Conversion of convertible bonds |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Compensation expenses related to stock-based compensation transactions |
||||||||||||||||||||||||||||||||||||
Dividends declared ( |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
Purchase of treasury stock |
20 | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Reissuance of treasury stock |
||||||||||||||||||||||||||||||||||||
Transactions with noncontrolling interests shareholders and other |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Balance at March 31, 2023 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||||||||||||
Note |
Common stock |
Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive income |
Treasury stock, at cost |
Sony Group Corporation’s stockholders’ equity |
Noncontrolling interests |
Total equity |
||||||||||||||||||||||||||||
Balance at April 1, 2023 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax |
20 | |||||||||||||||||||||||||||||||||||
Total comprehensive income |
||||||||||||||||||||||||||||||||||||
Transfer to retained earnings |
( |
) | - | - | ||||||||||||||||||||||||||||||||
Transactions with stockholders and other: |
||||||||||||||||||||||||||||||||||||
Stock issued under stock-based compensation transactions |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Compensation expenses related to stock-based compensation transactions |
||||||||||||||||||||||||||||||||||||
Dividends declared ( |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
Purchase of treasury stock |
20 | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Reissuance of treasury stock |
||||||||||||||||||||||||||||||||||||
Transactions with noncontrolling interests shareholders and other |
27 | |||||||||||||||||||||||||||||||||||
Balance at March 31, 2024 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||||||||||||
Note |
Common stock |
Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive income |
Treasury stock, at cost |
Sony Group Corporation’s stockholders’ equity |
Noncontrolling interests |
Total equity |
||||||||||||||||||||||||||||
Balance at April 1, 2024 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax |
20 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||
Total comprehensive income |
( |
) | ||||||||||||||||||||||||||||||||||
Transfer to retained earnings |
( |
) | - | - | ||||||||||||||||||||||||||||||||
Transactions with stockholders and other: |
||||||||||||||||||||||||||||||||||||
Stock issued under stock-based compensation transactions |
( |
) | ||||||||||||||||||||||||||||||||||
Compensation expenses related to stock-based compensation transactions |
||||||||||||||||||||||||||||||||||||
Dividends declared ( |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
Purchase of treasury stock |
20 | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Reissuance of treasury stock |
||||||||||||||||||||||||||||||||||||
Cancellation of treasury stock |
20 | ( |
) | ( |
) | - | - | |||||||||||||||||||||||||||||
Transactions with noncontrolling interests shareholders and other |
27 | ( |
) | ( |
) | |||||||||||||||||||||||||||||||
Balance at March 31, 2025 |
( |
) | ( |
) |
Yen in millions |
||||||||||||||||
Fiscal year ended March 31 |
||||||||||||||||
Note |
2023 |
2024 |
2025 |
|||||||||||||
Cash flows from operating activities: |
||||||||||||||||
Income before income taxes |
||||||||||||||||
Adjustments to reconcile income before income taxes to net cash provided by operating activities: |
||||||||||||||||
Depreciation and amortization, including amortization of contract costs |
||||||||||||||||
Other operating (income) expense, net |
23 |
( |
) |
( |
) |
( |
) | |||||||||
(Gain) loss on securities, net (other than Financial Services segment) |
24 |
( |
) |
( |
) | |||||||||||
Share of (profit) loss of investments accounted for using the equity method, net of dividends |
( |
) |
( |
) |
||||||||||||
Changes in assets and liabilities: |
||||||||||||||||
(Increase) decrease in trade receivables and contract assets |
( |
) |
( |
) |
||||||||||||
(Increase) decrease in inventories |
( |
) |
||||||||||||||
Increase in investments and advances in the Financial Services segment |
( |
) |
( |
) |
( |
) | ||||||||||
Increase in content assets |
27 |
( |
) |
( |
) |
( |
) | |||||||||
Increase (decrease) in trade payables |
( |
) |
||||||||||||||
Increase in insurance contract liabilities, net of insurance contract assets |
13 |
|||||||||||||||
Increase in deposits from customers in the banking business |
||||||||||||||||
Increase (decrease) in borrowings in the life insurance business and the banking business |
( |
) |
||||||||||||||
Increase (decrease) in taxes payable other than income taxes, net |
( |
) |
( |
) | ||||||||||||
(Increase) decrease in other financial assets and other current assets |
( |
) |
( |
) | ||||||||||||
Increase in other financial liabilities and other current liabilities |
||||||||||||||||
Income taxes paid |
25 |
( |
) |
( |
) |
( |
) | |||||||||
Other |
( |
) |
( |
) |
||||||||||||
Net cash provided by operating activities |
Yen in millions |
||||||||||||||
Fiscal year ended March 31 |
||||||||||||||
Note |
2023 |
2024 |
2025 |
|||||||||||
Cash flows from investing activities: |
||||||||||||||
Payments for property, plant and equipment and other intangible assets |
( |
) |
( |
) |
( |
) | ||||||||
Proceeds from sales of property, plant and equipment and other intangible assets |
||||||||||||||
Payments for investments and advances (other than Financial Services segment) |
( |
) |
( |
) |
( |
) | ||||||||
Proceeds from sales or return of investments and collections of advances (other than Financial Services segment) |
||||||||||||||
Payments for purchases of businesses and other |
27 |
( |
) |
( |
) |
( |
) | |||||||
Proceeds from sales of businesses |
||||||||||||||
Other |
( |
) |
||||||||||||
Net cash used in investing activities |
( |
) |
( |
) |
( |
) | ||||||||
Cash flows from financing activities: |
||||||||||||||
Increase (decrease) in short-term borrowings, net |
14, 27 |
( |
) |
( |
) | |||||||||
Proceeds from issuance of long-term debt |
14, 27 |
|||||||||||||
Payments of long-term debt |
14, 27 |
( |
) |
( |
) |
( |
) | |||||||
Dividends paid |
( |
) |
( |
) |
( |
) | ||||||||
Payments for purchases of treasury stock |
20 |
( |
) |
( |
) |
( |
) | |||||||
Capital contribution from non-controlling interests |
27 |
- |
- |
|||||||||||
Other |
||||||||||||||
Net cash provided by (used in) financing activities |
( |
) |
( |
) | ||||||||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) | ||||||||||||
Net increase (decrease) in cash and cash equivalents |
( |
) |
||||||||||||
Cash and cash equivalents at beginning of the fiscal year |
27 |
|||||||||||||
Cash and cash equivalents at end of the fiscal year |
27 |
Index to Notes to Consolidated Financial Statements |
Notes to Consolidated Financial Statements |
1. |
Reporting entity |
2. |
Basis of preparation |
• | Classification of financial instruments (Note 3 I. Material accounting policies (5)) |
• | Measurement of insurance contract liabilities (Note 3 I. Material accounting policies (11) and Note 13) |
• | Fair value of financial instruments (Note 3 I. Material accounting policies (5) and (15) and Note 5) |
• | Impairment of non-financial assets (Note 3 I. Material accounting policies (10) and Note 12) |
• | Measurement of insurance contract liabilities (Note 3 I. Material accounting policies (11) and Note 13) |
• | Measurement of film costs and participation and residual liabilities in the Pictures segment (Note 3 I. Material accounting policies (9) and (12), Note 11, and Note 18) |
• | Recoverability of deferred tax assets (Note 3 I. Material accounting policies (24) and Note 25) |
• | Measurement of fair value of assets acquired and liabilities assumed in business combinations (Note 3 I. Material accounting policies (2) and Note 30) |
3. |
Summary of material accounting policies |
I. |
Material accounting policies |
(1) |
Basis of consolidation - |
i) | Subsidiaries |
ii) | Associates and joint ventures |
iii) | Joint operations |
iv) | Structured entities |
(2) |
Business combinations - |
(3) |
Foreign currency translation - |
i) | Foreign currency transactions |
ii) | Foreign operations |
(4) |
Cash and cash equivalents - |
(5) |
Financial instruments - |
i) | Non-derivative financial assets |
a. | Classification and measurement |
b. | Derecognition |
c. | Impairment |
ii) | Non-derivative financial liabilities |
iii) |
Derivative financial instruments and hedge accounting |
iv) | Offsetting a financial asset and a financial liability |
(6) |
Inventories - |
(7) |
Property, plant and equipment and depreciation - |
(8) |
Leases - |
(9) |
Intangible assets and amortization, including content assets - |
(10) |
Impairment of non-financial assets - |
(11) |
Insurance contract liabilities - |
i) | Definition and classification of insurance contracts |
- | the contractual terms specify that the policyholder participates in a share of a clearly identified pool of underlying items; |
- | Sony expects to pay to the policyholder an amount equal to a substantial share of the fair value returns on the underlying items; and |
- | Sony expects a substantial proportion of any change in the amounts to be paid to the policyholder to vary with the change in the fair value of the underlying items. |
ii) |
Aggregation of insurance contracts |
- | any contracts that are onerous on initial recognition; |
- | any contracts that, on initial recognition, have no significant possibility of becoming onerous subsequently; and |
- | any remaining contracts. |
iii) | Recognition and derecognition of insurance contracts |
- | the beginning of the coverage period of the group of insurance contracts; |
- | when the first payment from the policyholder in the group of insurance contracts becomes due; and |
- | when facts and circumstances indicate that the group of insurance contracts is onerous. |
- | adjusts the fulfillment cash flows allocated to the group of insurance contracts to eliminate those relating to the derecognized rights and obligations; |
- | adjusts the contractual service margin (“CSM”) of the group of insurance contracts for the change in the fulfillment cash flows; and |
- | adjusts the number of coverage units expected for the remaining insurance contract services to reflect the number of coverage units derecognized from the group of insurance contracts. |
iv) | Contract boundaries |
(a) | has the practical ability to reassess the risks of the particular policyholder and can set a price or level of benefits that fully reflects those reassessed risks; or |
(b) | has the practical ability to reassess the risks of the portfolio that contains the contract and can set a price or level of benefits that fully reflects the risks of that portfolio, and the pricing of the premiums up to the reassessment date does not take into account risks that relate to periods after the reassessment date. |
v) | Initial measurement of insurance contracts not measured under the premium allocation approach (“PAA”) |
(a) | Fulfillment cash flows |
(b) | CSM |
vi) | Subsequent measurement of insurance contracts not measured under the PAA |
(a) | Fulfillment cash flows |
(b) | CSM |
(1) | the effect of any new contracts that are added to the group during the current period; |
(2) | the interest accreted on the carrying amount of the CSM during the current period; |
(3) | the changes in fulfillment cash flows relating to future service including the following items: |
1. | experience adjustments arising from premiums received in the current period that relate to future services (including those for related cash flows such as insurance acquisition cash flows and premium-based taxes); |
2. | changes in estimates of the present value of future cash flows in the liability for remaining coverage (excluding the effect of the time value of money, financial risk and changes therein); |
3. | differences between any investment component expected to become payable in the current period and the actual investment component that becomes payable in the current period; and |
4. | changes in the risk adjustment for non-financial risk that relate to future services; |
(4) | the effect of any currency exchange differences; and |
(5) | the amount recognized as insurance revenue for insurance contract services provided during the current period, which is determined after all other adjustments above. |
(1) | the effect of any new contracts that are added to the group during the current period; |
(2) | the changes in Sony’s share of the fair value of the underlying items; |
(3) | the changes in the fulfillment cash flows that do not vary based on the returns of underlying items including the following items: |
1. | changes in the effect of the time value of money and financial risks including the effect of financial guarantees; |
2. | experience adjustments arising from premiums received in the current period that relate to future services (including those for related cash flows such as insurance acquisition cash flows and premium-based taxes); |
3. | changes in estimates of the present value of future cash flows in the liability for remaining coverage (excluding the effect of the time value of money, financial risk and changes therein); |
4. | differences between any investment component expected to become payable in the current period and the actual investment component that becomes payable in the current period; and |
5. | changes in the risk adjustment for non-financial risk that relate to future services; |
(4) | the effect of any currency exchange differences; and |
(5) | the amount recognized as insurance revenue for insurance contract services provided during the current period, which is determined after all other adjustments above. |
- | when an increase in the fulfillment cash flows exceeds the carrying amount of the CSM, the CSM is reduced to zero and the excess is recognized as insurance service expenses and such excess is recorded as a loss component of the liability for the remaining coverage; |
- | when the CSM is zero, changes in the fulfillment cash flows adjust the loss component within the liability for remaining coverage with correspondence to insurance service expenses; and |
- | the excess of any decrease in the fulfillment cash flows over the loss component reduces the loss component to zero and reinstates the CSM. |
(1) | expected incurred claims and other directly attributable expenses for the period; |
(2) | changes in the risk adjustment for non-financial risk for the risk expired; and |
(3) | finance income (expenses) from insurance contracts issued. |
vii) | Measurement of insurance contracts measured under the PAA |
viii) | Presentation |
(a) | Insurance revenue |
(1) | Contracts not measured under the PAA |
- | a release of the CSM, measured based on coverage units provided during the current period; |
- | changes in the risk adjustment for non-financial risk relating to current services; |
- | claims and other insurance service expenses incurred during the current period, measured at the amounts expected at the beginning of the current period; and |
- | allocation of the amount of insurance acquisition cash flows in a systematic way based on the passage of time. |
(2) |
Contracts measured under the PAA |
(b) |
Insurance service expenses |
(1) | incurred claims and benefits excluding investment components and reduced by the loss component allocation; |
(2) | other incurred and directly attributable insurance service expenses (reduced by the loss component allocation); |
(3) | amortization of insurance acquisition cash flows; |
(4) | changes that relate to past services (e.g., changes in the fulfillment cash flows relating to the liability for incurred claims); and |
(5) | changes that relate to future services (e.g., losses on onerous insurance contracts and reversal of those losses arising from changes in the loss components). |
(c) | Insurance finance income or expenses |
i) | Participation and residual liabilities in the Pictures segment |
ii) | Product warranties |
(13) |
Employee benefits - |
i) | Post-employment benefits |
ii) | Short-term employee benefits |
(14) |
Stock-based compensation - |
i) | Stock option plan |
ii) | Restricted stock unit plan |
(15) |
Fair value measurement - |
Level 1 |
- |
Inputs are unadjusted quoted prices for identical assets and liabilities in active markets. | ||
Level 2 |
- |
Inputs are based on observable inputs other than Level 1 prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. | ||
Level 3 |
- |
One or more significant inputs are unobservable. |
(16) |
Revenue recognition - |
(17) |
Financial services revenue - |
(18) |
Cost of sales - |
(19) |
Research and development expenditures - |
(20) |
Selling, general and administrative - |
(21) |
Advertising costs - |
(22) |
Shipping and handling costs - |
(23) |
Financial services expenses - |
(24) |
Income taxes - |
(25) |
Net income (loss) attributable to Sony Group Corporation’s stockholders per share (“EPS”) - |
II. |
New accounting standards and interpretations not yet adopted |
4. |
Business segment information |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Sales and financial services revenue: |
||||||||||||
Game & Network Services - |
||||||||||||
Customers |
||||||||||||
Intersegment |
||||||||||||
Total |
||||||||||||
Music - |
||||||||||||
Customers |
||||||||||||
Intersegment |
||||||||||||
Total |
||||||||||||
Pictures - |
||||||||||||
Customers |
||||||||||||
Intersegment |
||||||||||||
Total |
||||||||||||
Entertainment, Technology & Services - |
||||||||||||
Customers |
||||||||||||
Intersegment |
||||||||||||
Total |
||||||||||||
Imaging & Sensing Solutions - |
||||||||||||
Customers |
||||||||||||
Intersegment |
||||||||||||
Total |
||||||||||||
Financial Services - |
||||||||||||
Customers |
||||||||||||
Intersegment |
||||||||||||
Total |
||||||||||||
All Other - |
||||||||||||
Customers |
||||||||||||
Intersegment |
||||||||||||
Total |
||||||||||||
Corporate and elimination |
( |
) |
( |
) |
( |
) | ||||||
Consolidated total |
||||||||||||
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Operating income (loss): |
||||||||||||
Game & Network Services |
||||||||||||
Music |
||||||||||||
Pictures |
||||||||||||
Entertainment, Technology & Services |
||||||||||||
Imaging & Sensing Solutions |
||||||||||||
Financial Services |
||||||||||||
All Other |
( |
) | ||||||||||
Total |
||||||||||||
Corporate and elimination |
( |
) | ( |
) | ( |
) | ||||||
Consolidated operating income |
||||||||||||
Financial income |
||||||||||||
Financial expenses |
( |
) | ( |
) | ( |
) | ||||||
Consolidated income before income taxes |
||||||||||||
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Share of profit (loss) of investments accounted for using the equity method: |
||||||||||||
Game & Network Services |
||||||||||||
Music |
||||||||||||
Pictures |
( |
) | ( |
) | ||||||||
Entertainment, Technology & Services |
||||||||||||
Imaging & Sensing Solutions |
( |
) | ( |
) | ( |
) | ||||||
Financial Services |
- | ( |
) | |||||||||
All Other |
( |
) | ||||||||||
Consolidated total |
( |
) | ||||||||||
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Depreciation and amortization: |
||||||||||||
Game & Network Services |
||||||||||||
Music |
||||||||||||
Pictures |
||||||||||||
Entertainment, Technology & Services |
||||||||||||
Imaging & Sensing Solutions |
||||||||||||
Financial Services |
||||||||||||
All Other |
||||||||||||
Total |
||||||||||||
Corporate |
||||||||||||
Consolidated total |
||||||||||||
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Sales and financial services revenue: |
||||||||||||
Game & Network Services |
||||||||||||
Digital Software and Add-on Content |
||||||||||||
Network Services |
||||||||||||
Hardware and Others |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
Music |
||||||||||||
Recorded Music – Streaming |
||||||||||||
Recorded Music – Others |
||||||||||||
Music Publishing |
||||||||||||
Visual Media and Platform |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
Pictures |
||||||||||||
Motion Pictures |
||||||||||||
Television Productions |
||||||||||||
Media Networks |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
Entertainment, Technology & Services |
||||||||||||
Televisions |
||||||||||||
Audio and Video |
||||||||||||
Still and Video Cameras |
||||||||||||
Mobile Communications |
||||||||||||
Other |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
Imaging & Sensing Solutions |
||||||||||||
Financial Services |
||||||||||||
All Other |
||||||||||||
Corporate |
||||||||||||
|
|
|
|
|
|
|||||||
Consolidated total |
||||||||||||
|
|
|
|
|
|
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Sales and financial services revenue: |
||||||||||||
Japan |
||||||||||||
United States |
||||||||||||
Europe |
||||||||||||
China |
||||||||||||
Asia-Pacific |
||||||||||||
Other Areas |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
|||||||
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Non-current assets (property, plant and equipment, right-of-use |
||||||||||||
Japan |
||||||||||||
United States |
||||||||||||
Europe |
||||||||||||
China |
||||||||||||
Asia-Pacific |
||||||||||||
Other Areas |
||||||||||||
|
|
|
|
|||||||||
Total |
||||||||||||
|
|
|
|
(1) Europe: |
United Kingdom, France, Germany, Spain and Italy | |
(2) Asia-Pacific: |
India, South Korea, Oceania, Thailand and Malaysia | |
(3) Other Areas: |
The Middle East/Africa, Brazil, Mexico and Canada |
5. |
Financial instruments |
(1) |
Financial instruments by measurement method |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Assets: |
||||||||
Financial assets required to be measured at amortized cost (“AC”) |
||||||||
Investments and advances in the Financial Services segment |
||||||||
Debt securities |
||||||||
Housing loans in the banking business |
||||||||
Other loans |
||||||||
Trade and other receivables* |
||||||||
Trade receivables |
||||||||
Other receivables |
||||||||
Other financial assets |
||||||||
Time deposit |
||||||||
Security deposit |
||||||||
Non-current other receivables in the Pictures segment |
||||||||
Other |
||||||||
Financial assets required to be measured at fair value through profit or loss (“FVPL”) |
||||||||
Investments and advances in the Financial Services segment |
||||||||
Debt securities |
||||||||
Equity securities |
||||||||
Other financial assets |
||||||||
Debt securities |
||||||||
Equity securities |
||||||||
Derivative assets |
||||||||
Financial assets designated to be measured at FVPL |
||||||||
Investments and advances in the Financial Services segment |
||||||||
Debt securities |
||||||||
Financial assets required to be measured at fair value through other comprehensive income (“FVOCI”) |
||||||||
Investments and advances in the Financial Services segment |
||||||||
Debt securities |
||||||||
Other financial assets |
||||||||
Debt securities |
||||||||
Financial assets designated to be measured at FVOCI |
||||||||
Investments and advances in the Financial Services segment |
||||||||
Equity securities |
||||||||
Other financial assets |
||||||||
Equity securities |
||||||||
|
|
|
|
|||||
Total assets |
||||||||
|
|
|
|
|||||
Current assets |
||||||||
Non-current assets |
* | The amounts of trade and other receivables exclude contract assets within trade and other receivables, and contract assets in the consolidated statements of financial position. |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Liabilities: |
||||||||
Financial liabilities required to be measured at AC |
||||||||
Short-term borrowings |
||||||||
Current portion of long-term debt |
||||||||
Trade and other payables |
||||||||
Trade payables |
||||||||
Other payables |
||||||||
Deposits from customers in the banking business *1 |
||||||||
Long-term debt |
||||||||
Deferred consideration *2 |
||||||||
Investment contract liabilities |
||||||||
Other financial liabilities |
||||||||
Financial liabilities required to be measured at FVPL |
||||||||
Other financial liabilities |
||||||||
Derivative liabilities |
||||||||
Contingent consideration |
||||||||
Financial liabilities designated to be measured at FVPL |
||||||||
Other financial liabilities |
||||||||
Redeemable noncontrolling interests |
||||||||
|
|
|
|
|||||
Total liabilities |
|
|||||||
|
|
|
|
|||||
Current liabilities |
||||||||
Non-current liabilities |
*1 | Deposits from customers in the banking business include the non-current portion that is recorded within other financial liabilities in the consolidated statements of financial position. |
*2 | Deferred consideration is recorded within other financial liabilities or trade and other payables in the consolidated statements of financial position. |
(2) |
Financial instruments measured at fair value on a recurring basis |
Yen in millions |
||||||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||||||
Presentation in the consolidated statements of financial position |
||||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Investments and advances in the Financial Services segment (Current) |
Other financial assets (Current) |
Investments and advances in the Financial Services segment (Non-current) |
Other financial assets (Non-current) |
|||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||
Financial assets required to be measured at FVPL |
||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||
Japanese national government bonds |
- | - | - | - | - | |||||||||||||||||||||||||||
Japanese local government bonds |
- | - | - | - | - | |||||||||||||||||||||||||||
Japanese corporate bonds |
- | - | - | |||||||||||||||||||||||||||||
Foreign government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | - | |||||||||||||||||||||||||||||
Investment funds |
- | - | - | |||||||||||||||||||||||||||||
Equity securities |
- | - | ||||||||||||||||||||||||||||||
Derivative assets |
||||||||||||||||||||||||||||||||
Interest rate contracts |
- | - | - | - | ||||||||||||||||||||||||||||
Foreign exchange contracts |
- | - | - | - | ||||||||||||||||||||||||||||
Equity contracts |
- | - | - | - | - | |||||||||||||||||||||||||||
Financial assets designated to be measured at FVPL |
||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||
Japanese national government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Japanese local government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Japanese corporate bonds |
- | - | - | - | - | |||||||||||||||||||||||||||
Foreign government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | - | |||||||||||||||||||||||||||||
Financial assets required to be measured at FVOCI |
||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||
Japanese national government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Japanese local government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Japanese corporate bonds |
- | - | - | |||||||||||||||||||||||||||||
Foreign government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | - | |||||||||||||||||||||||||||||
Securitized products |
- | - | - | - | ||||||||||||||||||||||||||||
Financial assets designated to be measured at FVOCI |
||||||||||||||||||||||||||||||||
Equity securities |
- | - | - | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total assets |
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Presentation in the consolidated statements of financial position |
||||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Other financial liabilities (Current) |
Other financial liabilities (Non-current) |
|||||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||||||||||
Financial liabilities required to be measured at FVPL |
||||||||||||||||||||||||||||||||
Derivative liabilities |
||||||||||||||||||||||||||||||||
Interest rate contracts |
- | - | ||||||||||||||||||||||||||||||
Foreign exchange contracts |
- | - | ||||||||||||||||||||||||||||||
Equity contracts |
- | - | ||||||||||||||||||||||||||||||
Contingent consideration |
- | - | ||||||||||||||||||||||||||||||
Financial liabilities designated to be measured at FVPL |
||||||||||||||||||||||||||||||||
Redeemable noncontrolling interests |
- | - | - | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total liabilities |
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
||||||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||||||
Presentation in the consolidated statements of financial position |
||||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Investments and advances in the Financial Services segment (Current) |
Other financial assets (Current) |
Investments and advances in the Financial Services segment (Non-current) |
Other financial assets (Non-current) |
|||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||
Financial assets required to be measured at FVPL |
||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||
Japanese national government bonds |
- | - | - | - | - | |||||||||||||||||||||||||||
Japanese local government bonds |
- | - | - | - | - | |||||||||||||||||||||||||||
Japanese corporate bonds |
- | - | - | |||||||||||||||||||||||||||||
Foreign government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | - | |||||||||||||||||||||||||||||
Investment funds |
- | - | - | |||||||||||||||||||||||||||||
Equity securities |
- | - | ||||||||||||||||||||||||||||||
Derivative assets |
||||||||||||||||||||||||||||||||
Interest rate contracts |
- | - | - | - | ||||||||||||||||||||||||||||
Foreign exchange contracts |
- | - | - | - | ||||||||||||||||||||||||||||
Equity contracts |
- | - | - | |||||||||||||||||||||||||||||
Bond contracts |
- | - | - | - | - | |||||||||||||||||||||||||||
Financial assets designated to be measured at FVPL |
||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||
Japanese national government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Japanese local government bonds |
- | - | - | - | - | |||||||||||||||||||||||||||
Foreign government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | - | |||||||||||||||||||||||||||||
Financial assets required to be measured at FVOCI |
||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||
Japanese national government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Japanese local government bonds |
- | - | - | - | ||||||||||||||||||||||||||||
Japanese corporate bonds |
- | - | - | |||||||||||||||||||||||||||||
Foreign government bonds |
- | - | - | |||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | - | |||||||||||||||||||||||||||||
Securitized products |
- | - | - | - | ||||||||||||||||||||||||||||
Financial assets designated to be measured at FVOCI |
||||||||||||||||||||||||||||||||
Equity securities |
- | - | - | |||||||||||||||||||||||||||||
Total assets |
||||||||||||||||||||||||||||||||
Presentation in the consolidated statements of financial position |
||||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Other financial liabilities (Current) |
Other financial liabilities (Non-current) |
|||||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||||||||||
Financial liabilities required to be measured at FVPL |
||||||||||||||||||||||||||||||||
Derivative liabilities |
||||||||||||||||||||||||||||||||
Interest rate contracts |
- | - | ||||||||||||||||||||||||||||||
Foreign exchange contracts |
- | - | - | |||||||||||||||||||||||||||||
Equity contracts |
- | |||||||||||||||||||||||||||||||
Bond contracts |
- | - | - | |||||||||||||||||||||||||||||
Contingent consideration |
- | - | ||||||||||||||||||||||||||||||
Financial liabilities designated to be measured at FVPL |
||||||||||||||||||||||||||||||||
Redeemable noncontrolling interests |
- | - | ||||||||||||||||||||||||||||||
Total liabilities |
||||||||||||||||||||||||||||||||
Valuation technique(s) |
Significant unobservable inputs |
Range |
||||||||||||||||||||||||||
March 31, 2024 |
March 31, 2025 |
|||||||||||||||||||||||||||
Financial assets required to be measured at FVOCI |
||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||
Japanese corporate bonds |
Discounted cash flow | Credit spread | ||||||||||||||||||||||||||
Securitized products |
||||||||||||||||||||||||||||
Financial liabilities required to be measured at FVPL |
||||||||||||||||||||||||||||
Derivative liabilities |
||||||||||||||||||||||||||||
Equity contracts |
|
Option pricing (Black-Scholes) |
|
Volatility | - |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fiscal year ended March 31, 2024 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total gains (losses) *1 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance |
Net income *2 |
Other comprehensive income * 3 |
Purchases |
Sales and settlements |
Transfers to Level 3 *4 |
Transfers out of Level 3 *4*5 |
Other |
Ending balance |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial assets required to be measured at FVPL |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Japanese corporate bonds |
- | - | ( |
) | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment funds |
( |
) | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity securities |
( |
) | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative assets |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity contracts |
( |
) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial assets designated to be measured at FVPL |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial assets required to be measured at FVOCI |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Japanese corporate bonds |
( |
) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign corporate bonds |
( |
) | - | ( |
) | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securitized products |
( |
) | - | ( |
) | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial assets designated to be measured at FVOCI |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity securities |
- | ( |
) | ( |
) | - | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial liabilities required to be measured at FVPL |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contingent consideration |
( |
) | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial liabilities designated to be measured at FVPL |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable noncontrolling interests |
( |
) | ( |
) | - | - | - |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fiscal year ended March 31, 2025 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total gains (losses) *1 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance |
Net income *2 |
Other comprehensive income * 3 |
Purchases |
Sales and settlements |
Transfers to Level 3 *4 |
Transfers out of Level 3 *4*5 |
Other *6 |
Ending balance |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial assets required to be measured at FVPL |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Japanese corporate bonds |
- | - | - | - | - | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign corporate bonds |
( |
) | - | - | ( |
) | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment funds |
( |
) | ( |
) | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity securities |
( |
) | ( |
) | ( |
) | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative assets |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity contracts |
- | ( |
) | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial assets designated to be measured at FVPL |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial assets required to be measured at FVOCI |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Japanese corporate bonds |
( |
) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign corporate bonds |
( |
) | ( |
) | ( |
) | - | ( |
) | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securitized products |
( |
) | ( |
) | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial assets designated to be measured at FVOCI |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity securities |
- | ( |
) | ( |
) | - | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial liabilities required to be measured at FVPL |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity contracts |
- | ( |
) | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contingent consideration |
( |
) | ( |
) | ( |
) | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial liabilities designated to be measured at FVPL |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable noncontrolling interests |
( |
) | ( |
) | ( |
) | - | - | - |
*1 | For liability items, gains are presented as negative and losses are presented as positive. |
*2 | Gains (losses) recognized in net income are included in financial services revenue, other operating (income) expense, net, financial income and financial expenses in the consolidated statements of income. |
*3 | Gains (losses) recognized in other comprehensive income are included in changes in equity instruments measured at fair value through other comprehensive income, changes in debt instruments measured at fair value through other comprehensive income and exchange differences on translating foreign operations in the consolidated statements of comprehensive income. |
*4 | Previously, the amount of transfers was calculated by assuming that transfers between levels occurred at the beginning of each quarterly consolidated accounting period. However, from the fiscal year ended March 31, 2025, the calculation of the amount of transfers has been changed to assume that transfers between levels occurred as of April 1 if transfers between levels occur during the interim consolidated accounting period or as of October 1 if they occur after October 1. The amount of transfers between levels for the fiscal year ended March 31, 2024 is calculated in the same way. |
*5 | Certain financial assets were transferred from Level 3 because observable market data became available. |
*6 | The increase in equity securities designated to be measured at fair value through other comprehensive income is mainly due to a change in the scope of consolidation. |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Assets: |
||||||||||||
Financial assets required to be measured at FVPL |
||||||||||||
Debt securities |
||||||||||||
Foreign corporate bonds |
( |
) | ||||||||||
Investment funds |
( |
) | ||||||||||
Equity securities |
( |
) | ||||||||||
Derivative assets |
||||||||||||
Equity contracts |
( |
) | - | |||||||||
Financial assets designated to be measured at FVPL |
||||||||||||
Debt securities |
||||||||||||
Foreign corporate bonds |
||||||||||||
Financial assets required to be measured at FVOCI |
||||||||||||
Debt securities |
||||||||||||
Japanese corporate bonds |
||||||||||||
Foreign corporate bonds |
( |
) | ||||||||||
Securitized products |
( |
) | ||||||||||
Liabilities: |
||||||||||||
Financial liabilities required to be measured at FVPL |
||||||||||||
Derivative liabilities |
||||||||||||
Equity contracts |
- | ( |
) | |||||||||
Contingent consideration |
( |
) | ( |
) | ||||||||
Financial liabilities designated to be measured at FVPL |
||||||||||||
Redeemable noncontrolling interests |
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Marketable equity instruments |
||||||||||||
Non-marketable equity instruments |
||||||||||||
Total |
||||||||||||
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
KADOKAWA Corporation |
||||||||||||
ANYCOLOR Inc. |
||||||||||||
Bilibili Inc. |
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Entertainment *1 |
||||||||||||
Manufacturing *2 |
||||||||||||
Information technology, Communication and Service *3 |
*1 | Major investments included Epic Games, Inc. |
*2 | Major investments included Nichia Corporation as of March 31, 2024. |
*3 | Major investments included Semiconductor Energy Laboratory Co., Ltd. |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Fair value at derecognition |
||||||||||||
Cumulative amount recognized in other comprehensive income, net of tax* |
( |
) | ||||||||||
Dividend received |
* | The cumulative amount recognized in other comprehensive income, net of tax, was transferred to retained earnings upon derecognition of the equity instruments. |
(3) |
Financial instruments measured at amortized cost |
Yen in millions |
||||||||||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||||||||||
Fair value |
Carrying amount |
|||||||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Total |
||||||||||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||||||
Japanese corporate bonds |
- | - | ||||||||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | ||||||||||||||||||||||||||||||||||
Securitized products |
- | - | ||||||||||||||||||||||||||||||||||
Other |
- | |||||||||||||||||||||||||||||||||||
Housing loans in the banking business |
- | - | ||||||||||||||||||||||||||||||||||
Total assets |
- | |||||||||||||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||||||||||||||
Long-term debt including the current portion |
- | |||||||||||||||||||||||||||||||||||
Investment contract liabilities |
- | - | ||||||||||||||||||||||||||||||||||
Total liabilities |
- | |||||||||||||||||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||||||||||
Fair value |
Carrying amount |
|||||||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Total |
||||||||||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||||||
Debt securities |
||||||||||||||||||||||||||||||||||||
Japanese local government bonds |
- | - | ||||||||||||||||||||||||||||||||||
Japanese corporate bonds |
- | - | ||||||||||||||||||||||||||||||||||
Foreign corporate bonds |
- | - | ||||||||||||||||||||||||||||||||||
Securitized products |
- | - | ||||||||||||||||||||||||||||||||||
Other |
- | |||||||||||||||||||||||||||||||||||
Housing loans in the banking business |
- | - | ||||||||||||||||||||||||||||||||||
Total assets |
- | |||||||||||||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||||||||||||||
Long-term debt including the current portion |
- | |||||||||||||||||||||||||||||||||||
Investment contract liabilities |
- | - | ||||||||||||||||||||||||||||||||||
Total liabilities |
- | |||||||||||||||||||||||||||||||||||
(4) |
Income and expenses related to financial instruments in the Financial Services segment |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2023 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments required to be measured at FVPL |
Financial instruments designated to be measured at FVPL |
Financial assets measured at AC |
Financial liabilities measured at AC |
Debt instruments measured at FVOCI |
Equity instruments measured at FVOCI |
Total |
||||||||||||||||||||||||||||||||||||||||||||||
Income* 1 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Net gains (losses) recognized in profit or loss |
( |
) | |
( |
) | - | ||||||||||||||||||||||||||||||||||||||||||||||
Total interest income |
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
Dividend income |
- | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
Expenses |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Total interest expenses |
- | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
Impairment losses (gains) on financial assets |
- | - | - | - |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments required to be measured at FVPL |
Financial instruments designated to be measured at FVPL |
Financial assets measured at AC |
Financial liabilities measured at AC |
Debt instruments measured at FVOCI |
Equity instruments measured at FVOCI |
Total |
||||||||||||||||||||||||||||||||||||||||||||||
Income* 1 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Net gains (losses) recognized in profit or loss |
( |
) | ( |
) | - | |||||||||||||||||||||||||||||||||||||||||||||||
Total interest income |
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
Dividend income |
- | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
Expenses |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Total interest expenses |
- | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
Impairment losses (gains) on financial assets |
- | - | ( |
) | - | ( |
) | - | ( |
) |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments required to be measured at FVPL* 2 |
Financial instruments designated to be measured at FVPL |
Financial assets measured at AC |
Financial liabilities measured at AC |
Debt instruments measured at FVOCI |
Equity instruments measured at FVOCI |
Total |
||||||||||||||||||||||||||||||||||||||||||||||
Income* 1 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Net gains (losses) recognized in profit or loss |
( |
) | ( |
) | - | |||||||||||||||||||||||||||||||||||||||||||||||
Total interest income |
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
Dividend income |
- | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
Expenses |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Total interest expenses |
- | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
Impairment losses (gains) on financial assets |
- | - | ( |
) | - | - | ( |
) |
*1 | Income includes investment returns which occurred in the insurance business. Refer to Note 13. |
*2 | Financial instruments required to be measured at FVPL include the fair value changes attributable to the hedged risks of debt instruments measured at fair value through other comprehensive income designated as the hedged items in fair value hedges. |
6. |
Financial risk management |
(1) |
Capital risk |
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
ROE* |
% | % |
(2) |
Interest rate risk |
(3) |
Price risk |
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Income before income taxes |
( |
) | ( |
) | ||||||||
Other comprehensive income (before considering the tax effects) |
( |
) | ( |
) |
(4) |
Liquidity risk |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Carrying amount |
Total |
Within 1 year |
1 year to 2 years |
2 years to 3 years |
3 years to 4 years |
4 years to 5 years |
5+ years |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
Deposits from customers in the banking business *1 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bonds |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loan commitments |
- | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities *2 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guarantee deposits received |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable noncontrolling interests |
- |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||||||||||||||||||||||||
Carrying amount |
Total |
Within 1 year |
1 year to 2 years |
2 years to 3 years |
3 years to 4 years |
4 years to 5 years |
||||||||||||||||||||||||||||||||||||||||||||
Lease liabilities |
||||||||||||||||||||||||||||||||||||||||||||||||||
5 years to 6 years |
6 years to 7 years |
7 years to 8 years |
8 years to 9 years |
9 years to 10 years |
10+ years |
|||||||||||||||||||||||||||||||||||||||||||||
*1 | Demand deposits are included in the “Within 1 year” category. |
*2 | Breakdown of net settlements and gross settlements in the derivative liabilities are presented below. |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Total |
Within 1 year |
1 year to 2 years |
2 years to 3 years |
3 years to 4 years |
4 years to 5 years |
5+ years |
||||||||||||||||||||||||||||||||||||||||||||||
Derivative contracts |
||||||||||||||||||||||||||||||||||||||||||||||||||||
-Net settled |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Paid |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative contracts |
||||||||||||||||||||||||||||||||||||||||||||||||||||
-Gross settled |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Received |
- | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
Paid |
- | - | - | - | - |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Carrying amount |
Total |
Within 1 year |
1 year to 2 years |
2 years to 3 years |
3 years to 4 years |
4 years to 5 years |
5+ years |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
Deposits from customers in the banking business *1 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bonds |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loan commitments |
- |
- |
- |
- |
- |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities *2 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guarantee deposits received |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable noncontrolling interests |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||||||||||||||||||||||||
Carrying amount |
Total |
Within 1 year |
1 year to 2 years |
2 years to 3 years |
3 years to 4 years |
4 years to 5 years |
||||||||||||||||||||||||||||||||||||||||||||
Lease liabilities |
||||||||||||||||||||||||||||||||||||||||||||||||||
5 years to 6 years |
6 years to 7 years |
7 years to 8 years |
8 years to 9 years |
9 years to 10 years |
10+ years |
|||||||||||||||||||||||||||||||||||||||||||||
*1 | Demand deposits are included in the “Within 1 year” category. |
*2 | Breakdown of net settlements and gross settlements in the derivative liabilities are presented below. |
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Total |
Within 1 year |
1 year to 2 years |
2 years to 3 years |
3 years to 4 years |
4 years to 5 years |
5+ years |
||||||||||||||||||||||||||||||||||||||||||||||
Derivative contracts |
||||||||||||||||||||||||||||||||||||||||||||||||||||
-Net settled |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Paid |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative contracts |
||||||||||||||||||||||||||||||||||||||||||||||||||||
-Gross settled |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Received |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Paid |
(5) |
Foreign exchange risk |
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
U.S. dollar |
||||||||||||
Euro |
( |
) |
* | Net exposures resulting in a liability are presented as negative and net exposures resulting in an asset are presented as positive. |
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
U.S. dollar |
( |
) | ( |
) | ||||||||
Euro |
( |
) |
(6) |
Credit risk |
(a) | Changes in the loss allowances |
Yen in millions |
||||||||||||
Lifetime expected credit losses |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Balance at beginning of the fiscal year |
||||||||||||
Changes due to financial assets recognized at beginning of the fiscal year: |
||||||||||||
- Financial assets that have been derecognized |
( |
) | ( |
) | ||||||||
New financial assets originated or purchased |
||||||||||||
Write-offs |
( |
) | ( |
) | ||||||||
Changes in models/risk parameters |
( |
) | ||||||||||
Foreign exchange and other movements |
( |
) | ||||||||||
Balance at end of the fiscal year |
||||||||||||
Yen in millions |
||||||||||||
12-month expected credit losses * |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Balance at beginning of the fiscal year |
||||||||||||
Changes due to financial assets recognized at beginning of the fiscal year: |
||||||||||||
- Financial assets that have been derecognized |
( |
) | ( |
) | ||||||||
New financial assets originated or purchased |
||||||||||||
Changes in models/risk parameters |
( |
) | ( |
) | ||||||||
Foreign exchange and other movements |
||||||||||||
Balance at end of the fiscal year |
||||||||||||
* | For all debt securities, Sony considers that the credit risk has not increased significantly since initial recognition, and therefore the loss allowance is measured at an amount equal to 12-months of expected credit losses. |
Yen in millions |
||||||||||||||||||||
12-month expected credit losses |
Lifetime expected credit losses |
Total |
||||||||||||||||||
Balance as of April 1, 2023 |
||||||||||||||||||||
Changes due to financial assets recognized as of April 1, 2023: |
||||||||||||||||||||
- Transfer to lifetime expected credit losses |
( |
) | - | |||||||||||||||||
- Transfer to 12-month expected credit losses |
( |
) | - | |||||||||||||||||
- Financial assets that have been derecognized |
( |
) | ( |
) | ( |
) | ||||||||||||||
New financial assets originated or purchased |
||||||||||||||||||||
Changes in models/risk parameters |
( |
) | ||||||||||||||||||
Foreign exchange and other movements |
- | - | - | |||||||||||||||||
Balance as of March 31, 2024 |
||||||||||||||||||||
Changes due to financial assets recognized as of March 31, 2024: |
||||||||||||||||||||
- Transfer to lifetime expected credit losses |
( |
) | - | |||||||||||||||||
- Transfer to 12-month expected credit losses |
( |
) | - | |||||||||||||||||
- Financial assets that have been derecognized |
( |
) | ( |
) | ( |
) | ||||||||||||||
New financial assets originated or purchased |
||||||||||||||||||||
Changes in models/risk parameters |
( |
) | ( |
) | ||||||||||||||||
Foreign exchange and other movements |
- | |||||||||||||||||||
Balance as of March 31, 2025 |
||||||||||||||||||||
(b) | Description of collateral held as security and other credit enhancements |
• | Floating charges on all assets and businesses of the customer |
• | Specific or related guarantees |
• | Debt guarantees from customers and loan agreements with favorable and unfavorable covenant terms |
(c) | Credit risk exposure by risk rating grades |
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Outstanding receivables by overview period of overdue (Gross carrying amount) |
||||||||||||
Not past due or due within 30 days |
||||||||||||
Due over 30 to 90 days |
||||||||||||
Due over 90 days |
||||||||||||
Total |
|
|||||||||||
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Debt securities by credit ratings (Gross carrying amount) |
||||||||||||
AAA |
||||||||||||
AA |
||||||||||||
A |
||||||||||||
BBB |
||||||||||||
Other |
||||||||||||
|
|
|
|
|||||||||
Total |
||||||||||||
|
|
|
|
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Normal* |
Other than Normal |
Total |
||||||||||||||||||||||||||||||||||||||||||||||||||
12-month expected credit losses |
Lifetime expected credit losses |
Sub total |
12-month expected credit losses |
Lifetime expected credit losses |
Sub total |
|||||||||||||||||||||||||||||||||||||||||||||||
Loans |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Housing loans |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Total |
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Normal* |
Other than Normal |
Total |
||||||||||||||||||||||||||||||||||||||||||||||||||
12-month expected credit losses |
Lifetime expected credit losses |
Sub total |
12-month expected credit losses |
Lifetime expected credit losses |
Sub total |
|||||||||||||||||||||||||||||||||||||||||||||||
Loans |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Housing loans |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Total |
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Normal is defined as borrowers who have strong results and no particular problems with their financial position. |
(d) | Credit risk for debt securities designated to be measured at fair value through profit or loss |
(7) |
Market risks for the banking business |
7. |
Inventories |
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2024 |
2025 |
|||||||||||
Finished products |
||||||||||||
Work in process |
||||||||||||
Raw materials, purchased components and supplies |
||||||||||||
|
|
|
|
|||||||||
Inventories |
||||||||||||
|
|
|
|
8. |
Investments in associates and joint ventures |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Investments accounted for using the equity method |
||||||||
Associates |
||||||||
Joint ventures |
||||||||
|
|
|
|
|||||
Total |
|
|||||||
|
|
|
|
Yen in millions |
||||||||||||||||||||
Fiscal year ended March 31 |
||||||||||||||||||||
2023 |
2024 |
2025 |
||||||||||||||||||
Share of profit or loss |
||||||||||||||||||||
Associates |
|
|
||||||||||||||||||
Joint ventures |
( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Share of other comprehensive income |
||||||||||||||||||||
Associates |
( |
) | ||||||||||||||||||
Joint ventures |
||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Share of comprehensive income |
||||||||||||||||||||
Associates |
||||||||||||||||||||
Joint ventures |
( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
9. |
Property, plant and equipment |
Yen in millions |
||||||||||||||||||||||||||||||||||||
Land |
Buildings |
Machinery and equipment |
Construction in progress |
Total |
||||||||||||||||||||||||||||||||
Balance as of April 1, 2023: | ||||||||||||||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||||||||||
Accumulated depreciation and impairment losses |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Carrying amount |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Changes in carrying amount: | ||||||||||||||||||||||||||||||||||||
Additions |
||||||||||||||||||||||||||||||||||||
Acquisitions through business combinations |
- | |||||||||||||||||||||||||||||||||||
Reclassifications |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Disposals or classified as held for sale *1 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Depreciation *2 |
- | ( |
) | ( |
) | - | ( |
) | ||||||||||||||||||||||||||||
Impairment losses |
- | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||
Translation adjustment |
||||||||||||||||||||||||||||||||||||
Other |
- | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Total changes |
( |
) | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance as of March 31, 2024: | ||||||||||||||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||||||||||
Accumulated depreciation and impairment losses |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Carrying amount |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Changes in carrying amount: | ||||||||||||||||||||||||||||||||||||
Additions |
||||||||||||||||||||||||||||||||||||
Acquisitions through business combinations |
||||||||||||||||||||||||||||||||||||
Reclassifications |
( |
) |
( |
) | ||||||||||||||||||||||||||||||||
Disposals or classified as held for sale *1 |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||
Depreciation *2 |
- |
( |
) |
( |
) |
- |
( |
) | ||||||||||||||||||||||||||||
Impairment losses |
- |
( |
) |
( |
) |
( |
) |
( |
) | |||||||||||||||||||||||||||
Translation adjustment |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||||||
Other |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Total changes |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance as of March 31, 2025: | ||||||||||||||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||||||||||
Accumulated depreciation and impairment losses |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Carrying amount |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
*1 | An asset or disposal group for which the cash flows are expected to arise principally from sale rather than continuing use is classified to current asset as an asset held for sale. |
*2 | Depreciation expenses are allocated to the cost of inventory and are recognized in cost of sales as inventory is sold, or are directly recognized in selling, general and administrative expenses and research and development expenditures in the consolidated statements of income, depending on the use of the asset. |
10. |
Leases |
(1) |
Right-of-use |
Yen in millions |
||||||||||||||||
Land |
Buildings |
Machinery and equipment |
Total |
|||||||||||||
Balance as of April 1, 2023: |
||||||||||||||||
Carrying amount |
||||||||||||||||
Changes in the carrying amount |
||||||||||||||||
Increase due to new lease agreements and remeasurement of lease liabilities |
||||||||||||||||
Decrease due to termination of lease agreements and remeasurement of lease liabilities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Depreciation |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other |
||||||||||||||||
Total changes |
( |
) | ||||||||||||||
Balance as of March 31, 2024: |
||||||||||||||||
Carrying amount |
||||||||||||||||
Changes in the carrying amount |
||||||||||||||||
Increase due to new lease agreements and remeasurement of lease liabilities |
||||||||||||||||
Decrease due to termination of lease agreements and remeasurement of lease liabilities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Depreciation |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other |
( |
) | ( |
) | ||||||||||||
Total changes |
( |
) | ||||||||||||||
Balance as of March 31, 2025: |
||||||||||||||||
Carrying amount |
||||||||||||||||
(2) |
Income, expenses, and cash flows (except for depreciation) arising from lease contracts as a lessee and lessor are as follows: |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Interest expenses on lease liabilities |
||||||||||||
Expenses related to short-term leases accounted for applying an exemption |
||||||||||||
Income from subleases |
( |
) | ( |
) | ( |
) | ||||||
Net cash outflows for leases |
11. |
Goodwill and intangible assets |
(1) |
Goodwill |
Yen in millions |
||||||||
Fiscal year ended March 31 |
||||||||
2024 |
2025 |
|||||||
Balance at beginning of the fiscal year |
||||||||
Cost |
||||||||
Accumulated impairments |
( |
) | ( |
) | ||||
Carrying amount |
||||||||
Increase (decrease) due to: |
||||||||
Acquisitions |
||||||||
Disposals or classified as held for sale |
( |
) | ||||||
Impairments |
- | |||||||
Translation adjustments |
( |
) | ||||||
Total changes |
||||||||
Balance at end of the fiscal year |
||||||||
Cost |
||||||||
Accumulated impairments |
( |
) | ( |
) | ||||
Carrying amount |
||||||||
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Game & Network Services *1 |
||||||||
Music *2 |
||||||||
Pictures *3 |
||||||||
Entertainment, Technology & Services |
||||||||
Imaging & Sensing Solutions |
||||||||
Financial Services |
||||||||
All Other |
||||||||
Total |
||||||||
*1 | Game & Network Services |
*2 | Music |
*3 | Pictures |
(2) |
Content assets |
Yen in millions |
||||||||||||||||||||||||||||
Film costs |
Broadcasting rights |
Music catalogs |
Artist contracts |
Music distribution rights |
Game content |
Content assets Total |
||||||||||||||||||||||
Balance as of April 1, 2023: |
||||||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Accumulated amortization and impairment losses |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Carrying amount |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Changes in carrying amount: |
||||||||||||||||||||||||||||
Additions *1 |
||||||||||||||||||||||||||||
Acquisitions through business combinations and other *2 |
- | - | - | |||||||||||||||||||||||||
Disposals or classified as held for sale |
( |
) | ( |
) | - | ( |
) | - | ( |
) | ( |
) | ||||||||||||||||
Amortization |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Impairment losses |
( |
) | ( |
) | - | ( |
) | - | ( |
) | ( |
) | ||||||||||||||||
Translation adjustment |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total changes |
( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2024: |
||||||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Accumulated amortization and impairment losses |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Carrying amount |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Changes in carrying amount: |
||||||||||||||||||||||||||||
Additions *1 |
||||||||||||||||||||||||||||
Acquisitions through business combinations and other *2 |
- |
- |
||||||||||||||||||||||||||
Disposals or classified as held for sale |
( |
) |
( |
) |
- |
( |
) |
- |
- |
( |
) | |||||||||||||||||
Amortization |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
Impairment losses |
( |
) |
( |
) |
- |
- |
( |
) |
( |
) |
( |
) | ||||||||||||||||
Translation adjustment |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total changes |
( |
) |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2025: |
||||||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Accumulated amortization and impairment losses |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Carrying amount |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*1 | The additions in Film costs include the cost of films internally produced and acquired from third party projects. Film costs acquired from third party projects are not a significant portion of Film costs recorded by Sony. The additions in Broadcasting rights, Music catalogs, Artist contracts and Music distribution rights mainly represent acquisitions through contracts with third parties. The additions in Game content primarily include approximately equal amounts of internally developed game content and externally acquired game content for the fiscal year ended March 31, 2024, and include only internally developed game content for the fiscal year ended March 31, 2025. |
*2 | Refer to Notes 27 (7) and 30 (2). |
(3) |
Other intangible assets |
Yen in millions |
||||||||||||||||||||||||||||
Patent rights, know-how and license agreements |
Customer relationships |
Trademarks |
Software |
Television carriage contracts |
Other |
Total |
||||||||||||||||||||||
Balance as of April 1, 2023: |
||||||||||||||||||||||||||||
Cost |
|
|
|
|||||||||||||||||||||||||
Accumulated amortization and impairment losses |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Carrying amount |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Changes in carrying amount: |
||||||||||||||||||||||||||||
Additions |
- | - | ||||||||||||||||||||||||||
Acquisitions through business combinations |
- | |||||||||||||||||||||||||||
Internal development |
- | - | - | - | - | |||||||||||||||||||||||
Disposals or classified as held for sale |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Amortization |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Impairment losses |
( |
) | - | ( |
) | - | ( |
) | ( |
) | ||||||||||||||||||
Translation adjustment |
||||||||||||||||||||||||||||
Other |
( |
) | - | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total changes |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2024: |
||||||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Accumulated amortization and impairment losses |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Carrying amount |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Changes in carrying amount: |
||||||||||||||||||||||||||||
Additions |
- |
|||||||||||||||||||||||||||
Acquisitions through business combinations |
- |
|||||||||||||||||||||||||||
Internal development |
- |
- |
- |
- |
- |
|||||||||||||||||||||||
Disposals or classified as held for sale |
( |
) |
( |
) |
( |
) |
( |
) |
- |
( |
) |
( |
) | |||||||||||||||
Amortization |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
Impairment losses |
( |
) |
- |
- |
( |
) |
- |
( |
) |
( |
) | |||||||||||||||||
Translation adjustment |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
Other |
- |
( |
) |
( |
) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total changes |
( |
) |
( |
) |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2025: |
||||||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Accumulated amortization and impairment losses |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Carrying amount |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12. |
Impairment of non-financial assets |
13. |
Insurance contracts in the Financial Services segment |
(1) |
Significant judgments and estimates for insurance contracts |
i) |
Measurement methods and inputs for insurance contracts |
Weighted average (%) |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Mortality rates |
% | % | ||||||
Lapse and surrender rates |
% | % |
ii) |
Discretionary participation features of future cash flows |
iii) |
Risk adjustments for non-financial risk |
iv) |
Discount rates |
Yield curve (%) |
||||||||||||||||
March 31 |
||||||||||||||||
2024 |
2025 |
|||||||||||||||
Term |
JPY |
USD |
JPY |
USD |
||||||||||||
1 year |
% |
% |
% |
% | ||||||||||||
5 years |
% |
% |
% |
% | ||||||||||||
10 years |
% |
% |
% |
% | ||||||||||||
20 years |
% |
% |
% |
% | ||||||||||||
30 years |
% |
% |
% |
% | ||||||||||||
40 years |
% |
% |
% |
% |
v) |
Investment components |
vi) |
Determination of coverage units |
- | the death benefit amount in the case of contracts for which the death benefit amount increases or decreases based on the period (e.g., whole life, term life and variable life insurance contracts); |
- | the premium amount proportionate to the insurance period in the case of contracts whose host contract and riders have different coverage types (e.g., disease and health insurance contracts); and |
- | the cash surrender value (or the premium reserve during the annuity payment period) in the case of annuity contracts with investment-related services (e.g., individual variable annuity contracts). |
vii) |
Claim development |
(2) |
Reconciliation of insurance contract liabilities |
(a) | Changes in liabilities for remaining coverage and liabilities for incurred claims |
Yen in millions |
||||||||||||||||||||||||||||
Liability for remaining coverage |
Liability for incurred claims *4 |
Total |
||||||||||||||||||||||||||
Excluding loss component |
Loss component |
|||||||||||||||||||||||||||
Balance as of April 1, 2023 |
||||||||||||||||||||||||||||
Insurance contract assets *1 |
( |
) | - | ( |
) | |||||||||||||||||||||||
Insurance contract liabilities *2*3 |
||||||||||||||||||||||||||||
Net amounts |
||||||||||||||||||||||||||||
Insurance revenue |
( |
) | - | - | ( |
) | ||||||||||||||||||||||
Insurance service expenses |
||||||||||||||||||||||||||||
Incurred claims and other insurance service expenses |
- | ( |
) | |||||||||||||||||||||||||
Amortization of insurance acquisition cash flows |
- | - | ||||||||||||||||||||||||||
Changes in liabilities for incurred claims |
- | - | ||||||||||||||||||||||||||
Losses and reversals of losses on onerous contracts |
- | - | ||||||||||||||||||||||||||
Total insurance service expenses |
||||||||||||||||||||||||||||
Insurance service result |
( |
) | ( |
) | ||||||||||||||||||||||||
Insurance finance expenses (income) |
( |
) | ||||||||||||||||||||||||||
Total amounts recognized in comprehensive income |
( |
) | ||||||||||||||||||||||||||
Investment component excluded from insurance revenue and insurance service expenses |
( |
) | - | - | ||||||||||||||||||||||||
Cash flows |
||||||||||||||||||||||||||||
Premiums received |
- | - | ||||||||||||||||||||||||||
Insurance acquisition cash flows |
( |
) | - | - | ( |
) | ||||||||||||||||||||||
Claims and other insurance service expenses paid |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
Total cash flows |
- | ( |
) | |||||||||||||||||||||||||
Other |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Balance as of March 31, 2024 |
||||||||||||||||||||||||||||
Insurance contract assets *1 |
( |
) | - | ( |
) | |||||||||||||||||||||||
Insurance contract liabilities *2*3 |
||||||||||||||||||||||||||||
Net amounts |
||||||||||||||||||||||||||||
Insurance revenue |
( |
) |
- |
- |
( |
) | ||||||||||||||||||||||
Insurance service expenses |
||||||||||||||||||||||||||||
Incurred claims and other insurance service expenses |
- |
( |
) |
|||||||||||||||||||||||||
Amortization of insurance acquisition cash flows |
- |
- |
||||||||||||||||||||||||||
Changes in liabilities for incurred claims |
- |
- |
||||||||||||||||||||||||||
Losses and reversals of losses on onerous contracts |
- |
- |
||||||||||||||||||||||||||
Total insurance service expenses |
||||||||||||||||||||||||||||
Insurance service result |
( |
) |
( |
) | ||||||||||||||||||||||||
Insurance finance expenses (income) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||
Total amounts recognized in comprehensive income |
( |
) |
( |
) | ||||||||||||||||||||||||
Investment component excluded from insurance revenue and insurance service expenses |
( |
) |
- |
- |
||||||||||||||||||||||||
Cash flows |
||||||||||||||||||||||||||||
Premiums received |
- |
- |
||||||||||||||||||||||||||
Insurance acquisition cash flows |
( |
) |
- |
- |
( |
) | ||||||||||||||||||||||
Claims and other insurance service expenses paid |
- |
- |
( |
) |
( |
) | ||||||||||||||||||||||
Total cash flows |
- |
( |
) |
|||||||||||||||||||||||||
Other |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||
Balance as of March 31, 2025 |
||||||||||||||||||||||||||||
Insurance contract assets *1 |
( |
) |
( |
) | ||||||||||||||||||||||||
Insurance contract liabilities *2*3 |
||||||||||||||||||||||||||||
Net amounts |
||||||||||||||||||||||||||||
*1 | Insurance contract assets are included in other current assets or other non-current assets in the consolidated statements of financial position. |
*2 | The current portion of insurance contract liabilities is included in other current liabilities in the consolidated statements of financial position. |
*3 | As of April 1, 2023, March 31, 2024 and March 31, 2025, the carrying amounts of the current portion of insurance contract liabilities were non-current portion of insurance contract liabilities were |
*4 |
Risk adjustment for non-financial risk of insurance contracts measured under the PAA is not presented separately from the estimates of the present value of future cash flows but included in liabilities for incurred claims, since the amount is not considered material. |
(b) | Changes in insurance contract liabilities from insurance contracts not measured under the PAA by measurement component |
Yen in millions |
||||||||||||||||||||||||||||
Estimates of present value of future cash flows |
Risk adjustment for non-financial risk |
CSM |
Total |
|||||||||||||||||||||||||
Balance as of April 1, 2023 |
||||||||||||||||||||||||||||
Insurance contract assets |
( |
) | ( |
) | ||||||||||||||||||||||||
Insurance contract liabilities |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net amounts |
||||||||||||||||||||||||||||
Changes that relate to future service |
||||||||||||||||||||||||||||
Changes in estimates that adjust the CSM |
( |
) |
( |
) |
- | |||||||||||||||||||||||
Changes in estimates that do not adjust the CSM |
( |
) | - | |||||||||||||||||||||||||
Effect of contracts initially recognized during the period |
( |
) |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total changes that relate to future service |
( |
) | ||||||||||||||||||||||||||
Changes that relate to current service |
||||||||||||||||||||||||||||
CSM recognized in profit or loss for the services provided |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
Change in risk adjustment for non-financial risk due to release of risk |
- | ( |
) | - | ( |
) | ||||||||||||||||||||||
Experience adjustments |
- | - | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total changes that relate to current service |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Changes that relate to past service |
( |
) | - | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Insurance service result |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Insurance finance expenses (income) |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total amounts recognized in comprehensive income |
( |
) | ||||||||||||||||||||||||||
Cash flows |
||||||||||||||||||||||||||||
Premiums received |
- | - | ||||||||||||||||||||||||||
Insurance acquisition cash flows |
( |
) | - | - | ( |
) | ||||||||||||||||||||||
Claims and other insurance service expenses paid |
( |
) | - | - | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total cash flows |
- | - | ||||||||||||||||||||||||||
Other |
( |
) | ( |
) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of March 31, 2024 |
||||||||||||||||||||||||||||
Insurance contract assets |
( |
) | ( |
) | ||||||||||||||||||||||||
Insurance contract liabilities |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net amounts |
||||||||||||||||||||||||||||
Changes that relate to future service |
||||||||||||||||||||||||||||
Changes in estimates that adjust the CSM |
( |
) |
- |
|||||||||||||||||||||||||
Changes in estimates that do not adjust the CSM |
- |
|||||||||||||||||||||||||||
Effect of contracts initially recognized during the period |
( |
) |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total changes that relate to future service |
( |
) |
||||||||||||||||||||||||||
Changes that relate to current service |
||||||||||||||||||||||||||||
CSM recognized in profit or loss for the services provided |
- |
- |
( |
) |
( |
) | ||||||||||||||||||||||
Change in risk adjustment for non-financial risk due to release of risk |
- |
( |
) |
- |
( |
) | ||||||||||||||||||||||
Experience adjustments |
- |
- |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total changes that relate to current service |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||
Changes that relate to past service |
( |
) |
- |
- |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Insurance service result |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||
Insurance finance expenses (income) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total amounts recognized in comprehensive income |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||
Cash flows |
||||||||||||||||||||||||||||
Premiums received |
- |
- |
||||||||||||||||||||||||||
Insurance acquisition cash flows |
( |
) |
- |
- |
( |
) | ||||||||||||||||||||||
Claims and other insurance service expenses paid |
( |
) |
- |
- |
( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total cash flows |
- |
- |
||||||||||||||||||||||||||
Other |
( |
) |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of March 31, 2025 |
||||||||||||||||||||||||||||
Insurance contract assets |
( |
) |
( |
) | ||||||||||||||||||||||||
Insurance contract liabilities |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net amounts |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
(3) |
Effect of contracts initially recognized in the year |
Yen in millions |
||||||||||||||||||||||||
Fiscal year ended March 31 |
||||||||||||||||||||||||
2024 |
2025 |
|||||||||||||||||||||||
Profitable contracts issued |
Onerous contracts issued |
Total |
Profitable contracts issued |
Onerous contracts issued |
Total |
|||||||||||||||||||
Estimates of the present value of future cash outflows |
||||||||||||||||||||||||
Claims and other insurance service expenses |
||||||||||||||||||||||||
Insurance acquisition cash flows |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total estimates of the present value of future cash outflows |
||||||||||||||||||||||||
Estimates of the present value of future cash inflows |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total estimates of the present value of future cash flows |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||
Risk adjustment for non-financial risk |
||||||||||||||||||||||||
CSM |
- |
- |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total effect on measurement components |
- |
- |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
Insurance revenue |
Yen in millions |
||||||||||||||||||||
Fiscal year ended March 31 |
||||||||||||||||||||
2023 |
2024 |
2025 |
||||||||||||||||||
Insurance contracts not measured under the PAA |
||||||||||||||||||||
Amounts relating to the changes in the liability for remaining coverage |
||||||||||||||||||||
Expected incurred claims and insurance service expenses |
||||||||||||||||||||
Changes in risk adjustments for non-financial risk due to release of risk |
||||||||||||||||||||
CSM recognized in profit or loss for services provided |
||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total amounts relating to the changes in the liability for remaining coverage |
||||||||||||||||||||
Recovery of insurance acquisition cash flows |
||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total insurance revenue for the insurance contracts not measured under the PAA |
||||||||||||||||||||
Insurance contracts measured under the PAA |
||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total insurance revenue |
||||||||||||||||||||
|
|
|
|
|
|
(5) |
Timing of when the CSM is expected to be recognized in profit or loss |
CSM |
||||||||||||||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||||||||
Within 1 year |
1 year to 2 years |
2 years to 3 years |
3 years to 4 years |
4 years to 5 years |
5 years to 10 years |
More than 10 years |
Total |
|||||||||||||||||||||||||
As of March 31, 2024 |
||||||||||||||||||||||||||||||||
As of March 31, 2025 |
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
Information of net investment returns and insurance finance income or expenses |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Amounts recognized in profit or loss |
||||||||||||
Net investment returns *1 |
||||||||||||
Financial assets measured at FVPL |
( |
) | ||||||||||
Interest income from debt instruments required to be measured at FVOCI |
||||||||||||
Currency exchange differences |
( |
) | ||||||||||
Other |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total net investment returns |
|
|||||||||||
|
|
|
|
|
|
|||||||
Insurance finance expenses (income) *2 |
||||||||||||
Effect of changes in the value of underlying items of variable life insurance and individual variable annuity contracts and changes in interest rates and other financial risks |
( |
) | ( |
) | ||||||||
Interest accreted |
||||||||||||
Currency exchange differences |
( |
) | ||||||||||
Other |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total insurance finance expenses (income) |
||||||||||||
|
|
|
|
|
|
|||||||
Amounts recognized in profit or loss |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Amounts recognized in other comprehensive income |
||||||||||||
Net investment returns |
||||||||||||
Underlying assets |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total net investment returns |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Insurance finance expenses (income) *2 |
||||||||||||
Effect of changes in interest rates and other financial risks |
( |
) | ( |
) | ( |
) | ||||||
Other |
- | - |
||||||||||
|
|
|
|
|
|
|||||||
Total insurance finance expenses (income) |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Amounts recognized in other comprehensive income |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total net investment returns and insurance finance income or expenses |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
*1 | Included in other financial services revenue in the consolidated statements of income. |
*2 | Expenses are presented as positive and income is presented as negative. |
(7) |
Underlying items of insurance contracts measured under the variable fee approach |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Cash and cash equivalents |
||||||||
Debt securities |
||||||||
Japanese national/local government bonds and corporate bonds |
||||||||
Foreign national/local government bonds and corporate bonds |
||||||||
Equity securities |
||||||||
Other |
||||||||
|
|
|
|
|||||
Total fair values of the underlying items of insurance contracts measured under the variable fee approach |
||||||||
|
|
|
|
(8) |
Disclosure of transition to IFRS 17 |
Year of issue (fiscal year) |
Transition approach | |
2015 and thereafter |
For all groups of insurance contracts: Full retrospective approach | |
1993 – 2014 |
For groups of insurance contracts with direct participation features and certain groups of insurance contracts without direct participation features: Fair value approach | |
For other groups of insurance contracts: Modified retrospective approach | ||
In and before 1992 |
For all groups of insurance contracts: Fair value approach |
- | for groups of contracts issued, initiated or acquired from April 1, 1993 to March 31, 2015, the future cash flows on initial recognition were estimated by adjusting the amount as of April 1, 2015, which can be determined retrospectively, for the cash flows that were known to have occurred before that date; |
- | for groups of contracts issued, initiated or acquired from April 1, 1993 to March 31, 2013, the illiquidity premiums applied to the observable risk-free yield curves on initial recognition were estimated by determining an average spread between the observable risk-free yield curves and the discount rates, which can be determined retrospectively, for the period from April 1, 2013 to March 31, 2022. The amount of insurance finance income or expenses recognized in accumulated other comprehensive income as of April 1, 2022 was calculated by using this discount rate; and |
- | the risk adjustment for non-financial risk on initial recognition was determined by adjusting the amount as of April 1, 2022 for the expected release of risk before that date. |
- | the amount of the CSM recognized as profit or loss before April 1, 2022 was determined by comparing the remaining coverage units as of April 1, 2022 and the coverage units provided based on groups of insurance contracts before that date; and |
- | the amount allocated to the loss component before April 1, 2022 was determined using the proportion of the loss component relative to the total estimate of the present value of the future cash outflows plus the risk adjustment for non-financial risk on initial recognition. |
- |
how to identify groups of contracts; |
- |
whether a contract meets the definition of an insurance contract with direct participation features; and |
- |
how to identify discretionary cash flows for contracts without direct participation features. |
i) |
Insurance revenue and the CSM by transition approach |
Yen in millions |
||||||||||||||||
Fiscal year ended March 31 |
||||||||||||||||
Contracts measured under the modified retrospective approach at transition |
Contracts measured under the fair value approach at transition |
New contracts and contracts measured under the full retrospective approach at transition |
Total |
|||||||||||||
Insurance revenue |
||||||||||||||||
2023 |
|
|
|
|
||||||||||||
2024 |
||||||||||||||||
2025 |
||||||||||||||||
|
|
|
|
|
|
|
|
Yen in millions |
||||||||||||||||||||||||||||||||
Fiscal year ended March 31 |
||||||||||||||||||||||||||||||||
2024 |
2025 |
|||||||||||||||||||||||||||||||
Contracts measured under the modified retrospective approach at transition |
Contracts measured under the fair value approach at transition |
New contracts and contracts measured under the full retrospective approach at transition |
Total |
Contracts measured under the modified retrospective approach at transition |
Contracts measured under the fair value approach at transition |
New contracts and contracts measured under the full retrospective approach at transition |
Total |
|||||||||||||||||||||||||
CSM |
||||||||||||||||||||||||||||||||
Beginning balance of the fiscal year |
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Changes that relate to future service |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Changes that relate to current service |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||
Insurance finance expense (income) |
||||||||||||||||||||||||||||||||
Other |
( |
) |
( |
) |
- |
( |
) |
( |
) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Ending balance of the fiscal year |
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ii) |
Changes in accumulated other comprehensive income for financial assets measured at fair value through other comprehensive income due to the application of IFRS 17. |
Yen in millions |
||||||||
Fiscal year ended March 31 |
||||||||
2024 |
2025 |
|||||||
Beginning balance of the fiscal year |
( |
) | ||||||
|
|
|
|
|||||
Net change in fair value |
||||||||
Net amount reclassified to profit or loss |
||||||||
Related income tax |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Ending balance of the fiscal year |
||||||||
|
|
|
|
(9) |
Insurance and market risks |
(a) |
Insurance risk management |
(b) |
Market risk management |
March 31, 2024 |
||||||||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||
Insurance contracts |
Financial instruments |
Total |
||||||||||||||||||||||||
Assumption |
Changes in assumptions, etc. |
Income before income taxes |
Equity |
Income before income taxes |
Equity |
Income before income taxes |
Equity |
|||||||||||||||||||
Interest rates |
50bp decrease | ( |
) | ( |
) | |||||||||||||||||||||
50bp increase | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Fair value of stocks |
10% decrease | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||
10% increase | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Foreign exchange rates |
10% appreciation of the Yen | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
10% depreciation of the Yen | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Maintenance expenses rates |
10% increase | ( |
) | ( |
) | - | - | ( |
) | ( |
) | |||||||||||||||
Lapse and surrender rates |
10% increase | ( |
) | ( |
) | - | - | ( |
) | ( |
) | |||||||||||||||
Mortality rates (death protection) |
5% increase | ( |
) | ( |
) | - | - | ( |
) | ( |
) | |||||||||||||||
Mortality rates (third sector / annuity products) |
5% increase | - | - | |||||||||||||||||||||||
Morbidity rates |
5% increase | ( |
) | ( |
) | - | - | ( |
) | ( |
) | |||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||
Insurance contracts |
Financial instruments |
Total |
||||||||||||||||||||||||
Assumption |
Changes in assumptions, etc. |
Income before income taxes |
Equity |
Income before income taxes |
Equity |
Income before income taxes |
Equity |
|||||||||||||||||||
Interest rates |
50bp decrease | ( |
) | ( |
) | |||||||||||||||||||||
50bp increase | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Fair value of stocks |
10% decrease | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||
10% increase | ( |
) | ( |
) | ||||||||||||||||||||||
Foreign exchange rates |
10% appreciation of the Yen | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
10% depreciation of the Yen | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Maintenance expenses rates |
10% increase | ( |
) | ( |
) | - | - | ( |
) | ( |
) | |||||||||||||||
Lapse and surrender rates |
10% increase | ( |
) | ( |
) | - | - | ( |
) | ( |
) | |||||||||||||||
Mortality rates (death protection) |
5% increase | ( |
) | ( |
) | - | - | ( |
) | ( |
) | |||||||||||||||
Mortality rates (third sector / annuity products) |
5% increase | ( |
) | - | - | ( |
) | |||||||||||||||||||
Morbidity rates |
5% increase | ( |
) | ( |
) | - | - | ( |
) | ( |
) |
(a) |
Risk management policy and exposure |
(b) |
Maturity analysis |
Yen in millions |
||||||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||||||
Total |
Indefinite Terms |
Within 1 year |
1 year to 2 years |
2 years to 3 years |
3 years to 4 years |
4 years to 5 years |
More than 5 years |
|||||||||||||||||||||||||
Insurance contract liabilities and investment contract liabilities |
- |
|||||||||||||||||||||||||||||||
Securities held in the insurance business |
||||||||||||||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||||||
Total |
Indefinite Terms |
Within 1 year |
1 year to 2 years |
2 years to 3 years |
3 years to 4 years |
4 years to 5 years |
More than 5 years |
|||||||||||||||||||||||||
Insurance contract liabilities and investment contract liabilities |
- |
|||||||||||||||||||||||||||||||
Securities held in the insurance business |
(c) |
Amounts payable on demand |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Amounts payable on demand |
||||||||
Carrying amount |
14. |
Short-term borrowings and long-term debt |
March 31, 2024 |
||||||||||||
Book value (Yen in millions) |
Weighted average interest rate |
Due |
||||||||||
Short-term borrowings |
% | |||||||||||
Long-term debt |
||||||||||||
Long-term loans |
% | |||||||||||
Unsecured bonds |
% | |||||||||||
Lease liabilities |
% | |||||||||||
|
|
|||||||||||
Less - Portion due within one year |
||||||||||||
|
|
|||||||||||
|
|
March 31, 2025 |
||||||||||||
Book value (Yen in millions) |
Weighted average interest rate |
Due |
||||||||||
Short-term borrowings |
% | |||||||||||
Long-term debt |
||||||||||||
Long-term loans |
% | |||||||||||
Unsecured bonds |
% | |||||||||||
Lease liabilities |
% | |||||||||||
|
|
|||||||||||
Less - Portion due within one year |
||||||||||||
|
|
|||||||||||
|
|
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Securities |
||||||||
Housing loans in the banking business |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Securities |
|
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Securities |
|
|
15. |
Derivative instruments and hedging activities |
Yen in millions |
||||||||||||||||
March 31, 2024 |
March 31, 2025 |
|||||||||||||||
Asset derivatives |
Liability derivatives |
Asset derivatives |
Liability derivatives |
|||||||||||||
Interest rate contracts |
||||||||||||||||
Interest rate swap agreements |
||||||||||||||||
Interest rate swaptions agreements |
||||||||||||||||
Foreign exchange contracts |
||||||||||||||||
Foreign exchange forward contracts |
||||||||||||||||
Swap agreements |
||||||||||||||||
Currency option contracts purchased |
||||||||||||||||
Currency option contracts written |
- | - | ||||||||||||||
Other currency contracts |
||||||||||||||||
Equity contracts |
||||||||||||||||
Equity future contracts |
- | |||||||||||||||
Equity swap agreements |
- | - | ||||||||||||||
Option contracts |
- | |||||||||||||||
Bond contracts |
||||||||||||||||
Bond forward contracts written |
- | - | ||||||||||||||
Total derivatives |
||||||||||||||||
Yen in millions |
||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||
Notional amounts |
Fair Value |
|||||||||||||||||||||||
Within 1 Year |
Over 1 Year |
Total |
Asset derivatives |
Liability derivatives |
Presentation in the consolidated statements of financial position |
|||||||||||||||||||
Cash flow hedging relationships |
||||||||||||||||||||||||
Foreign exchange forward contracts |
- | - | Current liabilities: Other financial liabilities |
| ||||||||||||||||||||
Average rate (JPY/USD) |
- | |||||||||||||||||||||||
Currency option bought contracts |
- | - | Current assets: Other financial assets |
| ||||||||||||||||||||
Average rate (JPY/USD) |
- | |||||||||||||||||||||||
Currency option sold contracts |
- | - | Current liabilities: Other financial liabilities |
| ||||||||||||||||||||
Average rate (JPY/USD) |
- | |||||||||||||||||||||||
Interest rate swap agreements |
- | - | Non-current assets:Other financial assets |
| ||||||||||||||||||||
Average rate |
- | % |
Yen in millions |
||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||
Notional amounts |
Fair Value |
|||||||||||||||||||||||
Within 1 Year |
Over 1 Year |
Total |
Asset derivatives |
Liability derivatives |
Presentation in the consolidated statements of financial position |
|||||||||||||||||||
Cash flow hedging relationships |
||||||||||||||||||||||||
Foreign exchange forward contracts |
- |
- |
Current assets: Other financial assets |
|||||||||||||||||||||
Average rate (JPY/USD) |
- |
|||||||||||||||||||||||
Currency option bought contracts |
- |
- |
Current assets: Other financial assets |
|||||||||||||||||||||
Average rate (JPY/USD) |
- |
|||||||||||||||||||||||
Currency option sold contracts |
- |
- |
Current liabilities: financial |
|||||||||||||||||||||
Average rate (JPY/USD) |
- |
|||||||||||||||||||||||
Interest rate swap agreements |
- |
- |
Non-current assets:Other financial assets |
|||||||||||||||||||||
Average rate |
- |
% |
Yen in millions |
||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||
Notional amounts |
Fair Value |
|||||||||||||||||||||||
Within 1 Year |
Over 1 Year |
Total |
Asset derivatives |
Liability derivatives |
Presentation in the consolidated statements of financial position |
|||||||||||||||||||
Fair value hedging relationships |
||||||||||||||||||||||||
Bond futures contracts written |
- |
- |
Current liabilities: Other financial liabilities |
|||||||||||||||||||||
Average unit price |
- |
|||||||||||||||||||||||
Interest rate swap agreements |
- |
Non-current assets: Otherfinancial assets / Non-current liabilities: Other financial liabilities |
||||||||||||||||||||||
Average rate |
- |
% |
Yen in millions |
||||||||||||
Foreign exchange contracts |
Interest rate contracts |
Total |
||||||||||
Balance as of April 1, 2023 |
( |
) | ||||||||||
Changes in fair value of hedging instruments recognized in other comprehensive income |
( |
) | ( |
) | ||||||||
Reclassification adjustments to profit (loss) for the year *1*2 |
( |
) | ||||||||||
Deferred tax |
( |
) | ( |
) | ||||||||
Balance as of March 31, 2024 |
( |
) | ||||||||||
Changes in fair value of hedging instruments recognized in other comprehensive income |
( |
) |
( |
) | ||||||||
Reclassification adjustments to profit (loss) for the year *1*2 |
( |
) |
||||||||||
Deferred tax |
( |
) |
||||||||||
Balance as of March 31, 2025 |
||||||||||||
*1 | In the consolidated statements of income, the amount reclassified to profit (loss) is included in sales for hedges of foreign exchange contracts and in financial expenses for hedges of interest rate contracts. |
*2 | For the fiscal years ended March 31, 2024 and 2025, hedge ineffectiveness recognized in profit or loss was not material. |
Yen in millions | ||||||||||||||||||
March 31, 2025 | ||||||||||||||||||
Carrying amount of hedged items |
Accumulative fair value hedge adjustments |
Presentation in the consolidated statements of financial position | ||||||||||||||||
Asset |
Liability |
Asset |
Liability |
|||||||||||||||
Fixed rate bonds |
- |
( |
) |
- |
Investments and advances in the Financial Services segment (Non-current) | |||||||||||||
16. |
Offsetting of financial assets and financial liabilities |
Yen in millions |
||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||
Gross amounts recognized financial assets and financial liabilities |
Amounts offset in the consolidated statements of financial position |
Net amounts presented in the consolidated statements of financial position |
Gross amounts not offset in the consolidated statements of financial position |
|||||||||||||||||||||
Financial instruments |
Cash collateral |
Net amounts |
||||||||||||||||||||||
Derivative assets *1 |
- | |||||||||||||||||||||||
Trade receivables *2 |
- |
- |
||||||||||||||||||||||
Total assets |
||||||||||||||||||||||||
Derivative liabilities *1 |
- | |||||||||||||||||||||||
Trade payables *2 |
- | - | ||||||||||||||||||||||
Short-term borrowings *3 |
- | - | ||||||||||||||||||||||
Total liabilities |
|
|
||||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||
Gross amounts recognized financial assets and financial liabilities |
Amounts offset in the consolidated statements of financial position |
Net amounts presented in the consolidated statements of financial position |
Gross amounts not offset in the consolidated statements of financial position |
|||||||||||||||||||||
Financial instruments |
Cash collateral |
Net amounts |
||||||||||||||||||||||
Derivative assets *1 |
- | |||||||||||||||||||||||
Trade receivables *2 |
- | - | ||||||||||||||||||||||
Total assets |
||||||||||||||||||||||||
Derivative liabilities *1 |
- | |||||||||||||||||||||||
Trade payables *2 |
- | - | ||||||||||||||||||||||
Short-term borrowings *3 |
- | - | ||||||||||||||||||||||
Total liabilities |
||||||||||||||||||||||||
*1 | Certain subsidiaries have entered into master netting agreements or other similar agreements, which are mainly International Swaps and Derivatives Association (“ISDA”) Master Agreements. An ISDA Master Agreement is an agreement between two counterparties that may have multiple derivative contracts with each other, and such ISDA Master Agreement may provide for the net settlement of all or a specified group of these derivative contracts, through a single payment, in a single currency, in the event of a default on or affecting any one derivative contract, or a termination event affecting all or a specified group of derivative contracts. Master netting agreements create a right of set off, but the master netting agreements do not automatically provide for such set off. |
*2 | Amounts offset in the consolidated statements of financial position are related to repurchase agreements of products. |
*3 | Short-term borrowings relate to bond lending transactions and repurchase agreements (repos). |
17. |
Employee benefits |
(1) |
Defined benefit and severance plans |
Yen in millions |
||||||||||||||||
Japanese plans |
Foreign plans |
|||||||||||||||
March 31 |
March 31 |
|||||||||||||||
2024 |
2025 |
2024 |
2025 |
|||||||||||||
Present value of defined benefit obligations |
||||||||||||||||
Fair value of plan assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
The impact of minimum funding requirement and asset ceiling |
||||||||||||||||
Net amount |
||||||||||||||||
Amount recognized in the consolidated statements of financial position |
||||||||||||||||
Net defined benefit asset |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net defined benefit liability |
||||||||||||||||
Net amount |
||||||||||||||||
Yen in millions |
||||||||||||||||
Japanese plans |
Foreign plans |
|||||||||||||||
Fiscal year ended March 31 |
Fiscal year ended March 31 |
|||||||||||||||
2024 |
2025 |
2024 |
2025 |
|||||||||||||
Beginning balance of the fiscal year |
||||||||||||||||
Current service cost |
||||||||||||||||
Past service cost |
- |
|||||||||||||||
Interest cost |
||||||||||||||||
Remeasurements: |
||||||||||||||||
Change in demographic assumptions |
( |
) |
||||||||||||||
Change in financial assumptions |
( |
) |
( |
) |
( |
) | ||||||||||
Other |
||||||||||||||||
Translation adjustments |
- |
- |
( |
) | ||||||||||||
Plan participants’ contributions |
- |
- |
||||||||||||||
Benefits paid |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Curtailments and settlements* |
- |
- |
( |
) |
||||||||||||
Other |
( |
) |
( |
) |
- |
- |
||||||||||
Ending balance of the fiscal year |
||||||||||||||||
* | Curtailments and settlements of the foreign plans for the fiscal year ended March 31, 2024 relate mainly to the termination of the defined benefit pension plan at certain U.S. subsidiaries. |
Japanese plans |
Foreign plans |
|||||||||||||||
March 31 |
March 31 |
|||||||||||||||
2024 |
2025 |
2024 |
2025 |
|||||||||||||
Weighted average duration of defined benefit obligations |
Japanese plans |
Foreign plans |
|||||||||||||||
March 31 |
March 31 |
|||||||||||||||
2024 |
2025 |
2024 |
2025 |
|||||||||||||
Discount rate |
|
% | |
% | |
% | |
% |
Yen in millions |
||||||||||||||||
Japanese plans |
Foreign plans |
|||||||||||||||
March 31 |
March 31 |
|||||||||||||||
Change in assumptions |
2024 |
2025 |
2024 |
2025 |
||||||||||||
Discount rate |
||||||||||||||||
0.25% decrease |
||||||||||||||||
0.25% increase |
( |
) |
( |
) |
( |
) |
( |
) |
Yen in millions |
||||||||||||||||
Japanese plans |
Foreign plans |
|||||||||||||||
Fiscal year ended March 31 |
Fiscal year ended March 31 |
|||||||||||||||
2024 |
2025 |
2024 |
2025 |
|||||||||||||
Beginning balance of the fiscal year |
||||||||||||||||
Interest income |
||||||||||||||||
Remeasurements: |
||||||||||||||||
Return on plan assets excluding interest income |
( |
) |
( |
) |
||||||||||||
Translation adjustments |
- | - | |
( |
) | |||||||||||
Employer contribution |
||||||||||||||||
Plan participants’ contributions |
- | - | ||||||||||||||
Benefits paid |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Curtailments and settlements* |
- | - | ( |
) | - | |||||||||||
Ending balance of the fiscal year |
||||||||||||||||
* | Curtailments and settlements of the foreign plans for the fiscal year ended March 31, 2024 relate mainly to the termination of the defined benefit pension plan at certain U.S. subsidiaries. |
Yen in millions |
||||||||||||
Japanese plans |
||||||||||||
March 31 2024 |
Market price in active market |
|||||||||||
Asset class |
Quoted |
Unquoted |
||||||||||
Cash and cash equivalents |
- | |||||||||||
Equity securities *1 |
||||||||||||
Fixed income: |
||||||||||||
Government bonds *2 |
||||||||||||
Corporate bonds *3 |
- | |||||||||||
Commingled funds *4 |
- | |||||||||||
Private equity |
- | |||||||||||
Hedge funds |
- | |||||||||||
Total |
||||||||||||
Yen in millions |
||||||||||||
Japanese plans |
||||||||||||
March 31 2025 |
Market price in active market |
|||||||||||
Asset class |
Quoted |
Unquoted |
||||||||||
Cash and cash equivalents |
- | |||||||||||
Equity securities *1 |
||||||||||||
Fixed income: |
||||||||||||
Government bonds *2 |
||||||||||||
Corporate bonds *3 |
||||||||||||
Commingled funds *4 |
- | |||||||||||
Private equity |
- | |||||||||||
Hedge funds |
- | |||||||||||
Total |
||||||||||||
*1 | Represents primarily Japanese equity securities. |
*2 | Includes approximately |
*3 | Includes debt securities issued by Japanese and foreign corporations and government related agencies. |
*4 | Commingled funds represent pooled institutional investments, including primarily investment trusts. |
Yen in millions |
||||||||||||
Foreign plans |
||||||||||||
March 31 2024 |
Market price in active market |
|||||||||||
Asset class |
Quoted |
Unquoted |
||||||||||
Cash and cash equivalents |
- | |||||||||||
Equity securities *1 |
- | |||||||||||
Fixed income: |
||||||||||||
Government bonds *2 |
- | |||||||||||
Corporate bonds *3 |
- | |||||||||||
Asset-backed securities |
- | |||||||||||
Insurance contracts *4 |
||||||||||||
Commingled funds *5 |
- | |||||||||||
Real estate and other |
||||||||||||
Total |
||||||||||||
Yen in millions |
||||||||||||
Foreign plans |
||||||||||||
March 31 2025 |
Market price in active market |
|||||||||||
Asset class |
Quoted |
Unquoted |
||||||||||
Cash and cash equivalents |
- | |||||||||||
Equity securities *1 |
- | |||||||||||
Fixed income: |
||||||||||||
Government bonds *2 |
- | |||||||||||
Corporate bonds *3 |
- | |||||||||||
Asset-backed securities |
- | |||||||||||
Insurance contracts *4 |
||||||||||||
Commingled funds *5 |
- |
|||||||||||
Real estate and other |
- | |||||||||||
Total |
||||||||||||
*1 | Represents primarily foreign equity securities. |
*2 | Includes primarily foreign government debt securities. |
*3 | Includes primarily foreign corporate debt securities. |
*4 | Represents annuity contracts with or without profit sharing and bulk insurance contracts. |
*5 | Commingled funds represent pooled institutional investments, including primarily investment trusts. |
Yen in millions |
||||||||||||||||
Japanese plans |
Foreign plans |
|||||||||||||||
Fiscal year ended March 31 |
Fiscal year ended March 31 |
|||||||||||||||
2024 |
2025 |
2024 |
2025 |
|||||||||||||
Beginning balance of the fiscal year |
||||||||||||||||
Interest income |
||||||||||||||||
Remeasurements: |
||||||||||||||||
Change in asset ceiling excluding interest income |
( |
) |
( |
) | ||||||||||||
Translation adjustments |
- |
- |
||||||||||||||
Ending balance of the fiscal year |
||||||||||||||||
(2) |
Defined contribution plans |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Japanese plans |
||||||||||||
Foreign plans |
|
|
|
(3) |
Employee benefits expenses |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Total employee benefits expenses |
18. |
Participation and residual liabilities in the Pictures segment |
Yen in millions |
||||
Fiscal year ended March 31 |
||||
2025 |
||||
Balance at beginning of the fiscal year |
||||
Current portion |
||||
Non-current portion |
||||
Additional participation and residual liabilities |
||||
Impact due to passage of time |
||||
Amounts paid during the year |
( |
) | ||
Unpaid amounts reversed during the year |
( |
) | ||
Translation adjustment |
( |
) | ||
Balance at end of the fiscal year |
||||
Current portion |
||||
Non-current portion |
19. |
Other assets and other liabilities |
(1) |
Other assets |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Advance payments and prepaid expenses |
||||||||
Income taxes receivable and other taxes receivable |
||||||||
Net defined benefit assets |
||||||||
Insurance contract assets |
||||||||
Other |
||||||||
Total |
|
|
||||||
Current assets |
||||||||
Non-current assets |
(2) |
Other liabilities |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Contract liabilities |
||||||||
Accrued short-term employee benefits |
||||||||
Refund liabilities |
||||||||
Taxes payable other than income taxes |
||||||||
Accrued expenses |
||||||||
Insurance contract liabilities |
||||||||
Other long-term employee benefit obligations |
||||||||
Product warranties |
||||||||
Other |
||||||||
Total |
|
|
||||||
Current liabilities |
||||||||
Non-current liabilities |
Yen in millions |
||||
Fiscal year ended March 31 |
||||
2025 |
||||
Balance at beginning of the fiscal year |
||||
Additional product warranties |
||||
Amounts used during the year |
( |
) | ||
Unused amounts reversed during the year |
( |
) | ||
Translation adjustment |
( |
) | ||
Balance at end of the fiscal year |
||||
20. |
Stockholders’ equity |
(1) |
Common stock |
Number of shares |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025* 1 |
||||||||||
Balance at beginning of the fiscal year |
||||||||||||
Issuance of new shares |
||||||||||||
Decrease by cancellation of treasury stock *2 |
- | - | ( |
) | ||||||||
Increase by stock split |
- | - | ||||||||||
Balance at end of the fiscal year |
|
|
|
|||||||||
*1 |
As of October 1, 2024, Sony Group Corporation conducted a |
*2 |
Included in the number of shares that were decreased by cancellation of treasury stock for the fiscal year ended March 31, 2025 were |
(2) |
Additional paid-in capital |
(3) |
Retained earnings |
(Resolution) |
Type of shares |
Total amount of dividends (Yen in millions) |
Source of dividends |
Dividends per share (Yen) |
Record date |
Effective date |
||||||||||||||||
Board of Directors May 14, 2024 |
* 1 |
|||||||||||||||||||||
Board of Directors May 14, 2025 |
|
* 2 |
(4) |
Other comprehensive income |
Yen in millions |
||||||||||||||||
Balance at April 1, 2022 |
Other comprehensive income attributable to Sony Group Corporation’s stockholders |
Transfer to retained earnings |
Balance at March 31, 2023 |
|||||||||||||
Changes in equity instruments measured at fair value through other comprehensive income |
( |
) | ( |
) | ||||||||||||
Changes in debt instruments measured at fair value through other comprehensive income |
( |
) | - | |||||||||||||
Cash flow hedges |
- | |||||||||||||||
Remeasurement of defined benefit pension plans |
- | ( |
) | - | ||||||||||||
Exchange differences on translating foreign operations |
- | |||||||||||||||
Insurance finance income (expenses) |
( |
) | - | ( |
) | |||||||||||
Share of other comprehensive income of investments accounted for using the equity method |
- | |||||||||||||||
Other |
( |
) | - | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Yen in millions |
||||||||||||||||
Balance at April 1, 2023 |
Other comprehensive income attributable to Sony Group Corporation’s stockholders |
Transfer to retained earnings |
Balance at March 31, 2024 |
|||||||||||||
Changes in equity instruments measured at fair value through other comprehensive income |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Changes in debt instruments measured at fair value through other comprehensive income |
( |
) | - | ( |
) | |||||||||||
Cash flow hedges |
- | |
||||||||||||||
Remeasurement of defined benefit pension plans |
- | ( |
) | - | ||||||||||||
Exchange differences on translating foreign operations |
- | |||||||||||||||
Insurance finance income (expenses) |
( |
) | - | ( |
) | |||||||||||
Share of other comprehensive income of investments accounted for using the equity method |
( |
) | ||||||||||||||
Other |
( |
) | - | ( |
) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
Yen in millions |
||||||||||||||||
Balance at April 1, 2024 |
Other comprehensive income attributable to Sony Group Corporation’s stockholders |
Transfer to retained earnings |
Balance at March 31, 2025 |
|||||||||||||
Changes in equity instruments measured at fair value through other comprehensive income |
( |
) | ( |
) | ( |
) | ||||||||||
Changes in debt instruments measured at fair value through other comprehensive income |
( |
) | ( |
) | - | ( |
) | |||||||||
Cash flow hedges |
( |
) | - | |||||||||||||
Remeasurement of defined benefit pension plans |
- | ( |
) | - | ||||||||||||
Exchange differences on translating foreign operations |
( |
) | - | |||||||||||||
Insurance finance income (expenses) |
( |
) | ( |
) | ( |
) | ||||||||||
Share of other comprehensive income of investments accounted for using the equity method |
( |
) | ( |
) | ||||||||||||
Other |
( |
) | ( |
) | - | ( |
) | |||||||||
Total |
( |
) | ( |
) | ( |
) | ||||||||||
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
Comprehensive income components |
2023 |
2024 |
2025 |
|||||||||
Items that will not be reclassified to profit or loss |
||||||||||||
Changes in equity instruments measured at fair value through other comprehensive income |
||||||||||||
Amount incurred during the year |
( |
) | ( |
) | ( |
) | ||||||
Total before tax |
( |
) | ( |
) | ( |
) | ||||||
Tax expense or (benefit) |
||||||||||||
Net of tax |
( |
) | ( |
) | ( |
) | ||||||
Remeasurement of defined benefit pension plans |
||||||||||||
Amount incurred during the year |
||||||||||||
Total before tax |
||||||||||||
Tax expense or (benefit) |
( |
) | ( |
) | ( |
) | ||||||
Net of tax |
||||||||||||
Share of other comprehensive income of investments accounted for using the equity method |
||||||||||||
Amount incurred during the year |
( |
) | ||||||||||
Total before tax |
( |
) | ||||||||||
Tax expense or (benefit) |
( |
) | ( |
) | ||||||||
Net of tax |
( |
) | ||||||||||
Total |
( |
) | ( |
) | ( |
) | ||||||
Items that may be reclassified subsequently to profit or loss |
||||||||||||
Changes in debt instruments measured at fair value through other comprehensive income |
||||||||||||
Amount incurred during the year |
( |
) | ( |
) | ( |
) | ||||||
Reclassification to profit or loss |
( |
) | ( |
) | ||||||||
Total before tax |
( |
) | ( |
) | ( |
) | ||||||
Tax expense or (benefit) |
||||||||||||
Net of tax |
( |
) | ( |
) | ( |
) | ||||||
Cash flow hedges |
||||||||||||
Amount incurred during the year |
( |
) | ( |
) | ( |
) | ||||||
Reclassification to profit or loss |
||||||||||||
Total before tax |
( |
) | ||||||||||
Tax expense or (benefit) |
( |
) | ( |
) | ||||||||
Net of tax |
( |
) |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
Comprehensive income components |
2023 |
2024 |
2025 |
|||||||||
Insurance finance income (expenses) |
||||||||||||
Amount incurred during the year |
||||||||||||
Reclassification to profit or loss |
- | - | - | |||||||||
Total before tax |
||||||||||||
Tax expense or (benefit) |
( |
) | ( |
) | ( |
) | ||||||
Net of tax |
||||||||||||
Exchange differences on translating foreign operations |
||||||||||||
Amount incurred during the year |
( |
) | ||||||||||
Reclassification to profit or loss |
( |
) | ||||||||||
Total before tax |
( |
) | ||||||||||
Tax expense or (benefit) |
- | - | - | |||||||||
Net of tax |
( |
) | ||||||||||
Share of other comprehensive income of investments accounted for using the equity method |
||||||||||||
Amount incurred during the year |
( |
) | ||||||||||
Reclassification to profit or loss |
- | - | - | |||||||||
Total before tax |
( |
) | ||||||||||
Tax expense or (benefit) |
- | - | - | |||||||||
Net of tax |
( |
) | ||||||||||
Other |
||||||||||||
Amount incurred during the year |
( |
) | ( |
) | ( |
) | ||||||
Reclassification to profit or loss |
- | - | - | |||||||||
Total before tax |
( |
) | ( |
) | ( |
) | ||||||
Tax expense or (benefit) |
||||||||||||
Net of tax |
( |
) | ( |
) | ( |
) | ||||||
Total |
( |
) | ||||||||||
Total other comprehensive income |
( |
) | ||||||||||
21. |
Stock-based compensation plans |
Fiscal year ended March 31 |
||||||||||||||||||||||||
2023 |
2024 |
2025 |
||||||||||||||||||||||
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 the fiscal year |
||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Granted |
||||||||||||||||||||||||
Exercised |
||||||||||||||||||||||||
Forfeited or expired |
||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Outstanding at end of the fiscal year |
||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Exercisable at end of the fiscal year |
Series |
Date of grant |
Exercise term |
Exercise price |
Outstanding at end of the fiscal year (shares) |
||||||||||||||||
2023 |
2024 |
2025 |
||||||||||||||||||
26 th |
November 20, 2014 to November 19, 2023 |
¥ | - | - | ||||||||||||||||
27 th |
November 20, 2014 to November 19, 2023 |
$ | - | - | ||||||||||||||||
28 th |
November 20, 2015 to November 19, 2024 |
¥ | - | |||||||||||||||||
29 th |
November 20, 2015 to November 19, 2024 |
$ | - | |||||||||||||||||
30 th |
November 19, 2016 to November 18, 2025 |
¥ | ||||||||||||||||||
31 st |
November 19, 2016 to November 18, 2025 |
$ | ||||||||||||||||||
32 nd |
November 22, 2017 to November 21, 2026 |
¥ | ||||||||||||||||||
33 rd |
November 22, 2017 to November 21, 2026 |
$ | ||||||||||||||||||
34 th |
November 21, 2018 to November 20, 2027 |
¥ | ||||||||||||||||||
35 th |
November 21, 2018 to November 20, 2027 |
$ | ||||||||||||||||||
36 th |
February 28, 2019 to February 27, 2028 |
¥ | ||||||||||||||||||
38 th |
November 20, 2019 to November 19, 2028 |
¥ | ||||||||||||||||||
39 th |
November 20, 2019 to November 19, 2028 |
$ | ||||||||||||||||||
40 th |
November 20, 2020 to November 19, 2029 |
¥ | ||||||||||||||||||
41 st |
November 20, 2020 to November 19, 2029 |
$ | ||||||||||||||||||
42 nd |
April 17, 2021 to April 16, 2030 |
$ | - | - | ||||||||||||||||
43 rd |
November 18, 2021 to November 17, 2030 |
¥ | ||||||||||||||||||
44 th |
November 18, 2021 to November 17, 2030 |
$ | ||||||||||||||||||
45 th |
November 18, 2022 to November 17, 2031 |
¥ | ||||||||||||||||||
46 th |
November 18, 2022 to November 17, 2031 |
$ | ||||||||||||||||||
47 th |
November 16, 2023 to November 15, 2032 |
¥ | ||||||||||||||||||
48 th |
November 16, 2023 to November 15, 2032 |
$ | ||||||||||||||||||
49 th |
November 27, 2024 to November 26, 2033 |
¥ | - | |||||||||||||||||
50 th |
November 27, 2024 to November 26, 2033 |
$ | - | |||||||||||||||||
51 st |
November 25, 2025 to November 24, 2034 |
¥ | - | - | ||||||||||||||||
52 nd |
November 25, 2025 to November 24, 2034 |
$ | - | - |
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Number of units |
Number of units |
Number of units |
||||||||||
Outstanding at beginning of the fiscal year |
- | |||||||||||
|
|
|
|
|
|
|||||||
Granted |
||||||||||||
Vesting |
- | |||||||||||
Forfeited |
||||||||||||
|
|
|
|
|
|
|||||||
Outstanding at end of the fiscal year |
|
|
|
|||||||||
|
|
|
|
|
|
Fiscal year ended March 31 |
||||||||||||||||||||
2023 |
2024 |
2025 |
||||||||||||||||||
Date of grant | 2022 |
2023 |
2023 |
2024 |
2024 |
|||||||||||||||
The weighted-average fair value (Yen) |
|
|
|
|
|
22. |
Revenue |
(1) |
Contract balances |
Yen in millions |
||||||||||||
April 1 |
March 31 |
|||||||||||
2023 |
2024 |
2025 |
||||||||||
Receivables from contracts with customers *1 |
||||||||||||
Contract assets *2 |
||||||||||||
Contract liabilities *3 |
*1 | Receivables from contracts with customers are included in the consolidated statements of financial position as “Trade and other receivables, and contract assets” and “Other financial assets,” non-current. |
*2 | Contract assets are included in the consolidated statements of financial position as “Trade and other receivables, and contract assets” and “Other non-current assets.” |
*3 | Contract liabilities are included in the consolidated statements of financial position as “Other current liabilities” and “Other non-current liabilities.” |
(2) |
Performance obligations |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Pictures - Motion Pictures and Television Productions *1 |
||||||||
Pictures - Media Networks |
||||||||
Music *2 |
||||||||
Others |
|
*1 | For Motion Pictures and Television Productions in the Pictures segment, Sony has included all contracts regardless of duration. |
*2 | The amount included in the Music segment primarily consists of minimum royalty guarantees or fixed fees in contracts related to license revenue for ongoing access to an evolving library of content. |
(3) |
Contract costs |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Incremental costs of obtaining a contract |
(4) |
Disaggregation of revenue |
23. |
Supplemental consolidated statements of income information |
(1) |
Other operating (income) expense, net |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Gain on transfer of a portion of shares of Sony Payment Services *1 |
- | ( |
) | - | ||||||||
(Gain) loss on purchase/sale of interests in subsidiaries and associates, net |
( |
) | ( |
) | ( |
) | ||||||
(Gain) loss on sale, disposal or impairment of assets, net *2 |
( |
) | ( |
) | ||||||||
Other |
( |
) | ( |
) | ||||||||
( |
) | ( |
) | ( |
) | |||||||
*1 | Refer to Note 8. |
*2 | Refer to Notes 9 and 11. |
(2) |
Research and development expenditures |
(3) |
Advertising costs |
(4) |
Shipping and handling costs |
24. |
Financial income and expense |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Interest income |
||||||||||||
Financial assets measured at AC |
||||||||||||
Dividends |
||||||||||||
Financial assets measured at FVOCI |
||||||||||||
Gain on revaluation of equity instruments |
||||||||||||
Financial assets measured at FVPL *2 |
- | |||||||||||
Other |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Interest expense |
||||||||||||
Financial liabilities measured at AC |
||||||||||||
Other |
||||||||||||
Foreign exchange loss, net *1 |
||||||||||||
Loss on revaluation of equity instruments |
||||||||||||
Financial assets measured at FVPL *2 |
- | - | ||||||||||
Other |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
|
|||||||||||
|
|
|
|
|
|
*1 | Foreign exchange loss, net includes gains or losses from foreign exchange contracts. |
*2 | Shares of Spotify Technology S.A. (“Spotify”) held by Sony are classified as equity securities required to be measured at fair value through profit or loss. The revaluation of the Spotify shares, which reflects costs to be paid to Sony’s artists and distributed labels as well as the changes in the fair value of derivatives utilized to hedge exposure to market fluctuation risk, owned as of March 31, 2023, 2024 and 2025 resulted in an unrealized loss of |
25. |
Income taxes |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Income (loss) before income taxes: |
||||||||||||
|
|
|
|
|
|
|||||||
Income tax expenses |
||||||||||||
Current |
||||||||||||
Deferred |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Total income tax expense |
|
|
|
|||||||||
|
|
|
|
|
|
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Statutory tax rate |
|
% | |
% | % | |||||||
Non-deductible expenses |
||||||||||||
Income tax credits |
( |
) | ( |
) | ( |
) | ||||||
Change in statutory tax rate |
( |
) | ||||||||||
Change in unrecognized deferred tax assets |
( |
) | ( |
) | ( |
) | ||||||
Change in deferred tax liabilities on undistributed earnings of foreign subsidiaries and affiliates |
||||||||||||
Lower tax rate applied to life and non-life insurance business in Japan |
( |
) | ( |
) | ( |
) | ||||||
Foreign income tax differential |
( |
) | ( |
) | ( |
) | ||||||
Recording or reversal of liabilities for uncertain tax positions |
( |
) | ||||||||||
Controlled Foreign Company taxation in Japan |
( |
) | ||||||||||
Other |
||||||||||||
|
|
|
|
|
|
|||||||
Effective income tax rate |
% | % | % | |||||||||
|
|
|
|
|
|
Yen in millions |
||||||||||||||||||||||||||||
Fiscal year ended March 31, 2024 |
||||||||||||||||||||||||||||
Beginning balance |
Recognized in profit or loss |
Recognized in other comprehensive income |
Changes accompanying business combination |
Recognized directly in equity |
Other* |
Ending balance |
||||||||||||||||||||||
Deferred tax assets: |
||||||||||||||||||||||||||||
Operating loss carryforwards for tax purposes |
( |
) | - | - | ||||||||||||||||||||||||
Defined benefit liabilities |
( |
) | - | ( |
) | |||||||||||||||||||||||
Amortization including content assets |
- | - | - | |||||||||||||||||||||||||
Lease liabilities |
- | - | - | ( |
) | |||||||||||||||||||||||
Warranty reserves and accrued expenses |
- | - | - | |||||||||||||||||||||||||
Inventories |
- | - | - | |||||||||||||||||||||||||
Depreciation |
( |
) | - | - | - | |||||||||||||||||||||||
Equity securities measured at FVPL |
- | - | - | - | ||||||||||||||||||||||||
Debt securities measured at FVOCI |
- | - | ||||||||||||||||||||||||||
Tax credit carryforwards |
- | |
- | |||||||||||||||||||||||||
Loss allowances |
- | - | - | |||||||||||||||||||||||||
Impairment of investments |
- | - | - | ( |
) | |||||||||||||||||||||||
Deferred revenue |
( |
) | - | - | - | |||||||||||||||||||||||
Other |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Total deferred tax assets |
|
( |
) | ( |
) | |||||||||||||||||||||||
Deferred tax liabilities: |
||||||||||||||||||||||||||||
Insurance contract liabilities |
( |
) | ( |
) | ( |
) | - | - | ( |
) | ||||||||||||||||||
Right-of-use |
( |
) | ( |
) | - | - | - | ( |
) | ( |
) | |||||||||||||||||
Equity securities measured at FVOCI |
( |
) | ( |
) | - | - | - | |||||||||||||||||||||
Equity securities measured at FVPL |
( |
) | ( |
) | - | - | - | ( |
) | ( |
) | |||||||||||||||||
Intangible assets acquired through stock exchange offerings |
( |
) | - | - | - | - | - | ( |
) | |||||||||||||||||||
Intangible assets derived from EMI Music Publishing acquisition |
( |
) | - | - | - | ( |
) | ( |
) | |||||||||||||||||||
Undistributed earnings of foreign subsidiaries and affiliates |
( |
) | ( |
) | - | - | - | ( |
) | ( |
) | |||||||||||||||||
Investment in M3, Inc. |
( |
) | ( |
) | - | - | - | - | ( |
) | ||||||||||||||||||
Other |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Total deferred tax liabilities |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
* |
Other mainly consists of exchange differences on translating foreign operations. |
Yen in millions |
||||||||||||||||||||||||||||
Fiscal year ended March 31, 2025 |
||||||||||||||||||||||||||||
Beginning balance |
Recognized in profit or loss |
Recognized in other comprehensive income |
Changes accompanying business combination |
Recognized directly in equity |
Other* |
Ending balance |
||||||||||||||||||||||
Deferred tax assets: |
||||||||||||||||||||||||||||
Operating loss carryforwards for tax purposes |
( |
) | - | |||||||||||||||||||||||||
Defined benefit liabilities |
( |
) |
( |
) |
- |
- |
( |
) |
||||||||||||||||||||
Amortization including content assets |
- |
- |
- |
( |
) |
|||||||||||||||||||||||
Lease liabilities |
- |
- |
- |
( |
) |
|||||||||||||||||||||||
Warranty reserves and accrued expenses |
- |
- |
( |
) |
||||||||||||||||||||||||
Inventories |
( |
) |
- |
- |
- |
|||||||||||||||||||||||
Depreciation |
( |
) |
- |
- |
- |
( |
) |
|||||||||||||||||||||
Equity securities measured at FVPL |
( |
) |
- |
- |
( |
) |
||||||||||||||||||||||
Debt securities measured at FVOCI |
- |
- |
( |
) |
||||||||||||||||||||||||
Tax credit carryforwards |
- |
- |
( |
) |
||||||||||||||||||||||||
Loss allowances |
- |
- |
- |
|||||||||||||||||||||||||
Impairment of investments |
- |
- |
- |
( |
) |
|||||||||||||||||||||||
Deferred revenue |
- |
- |
- |
( |
) |
|||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||
Total deferred tax assets |
( |
) |
||||||||||||||||||||||||||
Deferred tax liabilities: |
||||||||||||||||||||||||||||
Insurance contract liabilities |
( |
) |
( |
) |
( |
) |
- |
- |
( |
) | ||||||||||||||||||
Right-of-use |
( |
) |
( |
) |
- |
- |
- |
( |
) | |||||||||||||||||||
Equity securities measured at FVPL |
( |
) |
( |
) |
- |
- |
- |
( |
) | |||||||||||||||||||
Intangible assets acquired through stock exchange offerings |
( |
) |
- |
- |
- |
- |
- |
( |
) | |||||||||||||||||||
Intangible assets derived from EMI Music Publishing acquisition |
( |
) |
- |
- |
- |
( |
) | |||||||||||||||||||||
Undistributed earnings of foreign subsidiaries and affiliates |
( |
) |
( |
) |
- |
- |
( |
) | ||||||||||||||||||||
Investment in M3, Inc. |
( |
) |
( |
) |
- |
- |
- |
- |
( |
) | ||||||||||||||||||
Other |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||
Total deferred tax liabilities |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||
* |
Other includes exchange differences on translating foreign operations and others. |
Yen in millions |
||||||||
Fiscal year ended March 31 |
||||||||
2024 |
2025 |
|||||||
Deductible temporary differences |
||||||||
Operating loss carryforwards |
||||||||
Tax credit carryforwards |
Yen in millions |
||||||||
Fiscal year ended March 31 |
||||||||
2024 |
2025 |
|||||||
Within 5 years |
||||||||
Over 5 years to 10 years |
||||||||
Over 10 years to 15 years |
||||||||
Over 15 years |
||||||||
No expiration period |
||||||||
Total |
||||||||
26. |
Reconciliation of the differences between basic and diluted EPS |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Net income attributable to Sony Group Corporation’s stockholders |
||||||||||||
Adjustment amount to net income attributable to Sony Group Corporation’s stockholders for diluted EPS computation: |
||||||||||||
Zero coupon convertible bonds |
- | - | ||||||||||
Net income attributable to Sony Group Corporation’s stockholders for diluted EPS computation |
||||||||||||
Thousands of shares |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Weighted-average shares outstanding for basic EPS computation |
||||||||||||
Effect of dilutive securities: |
||||||||||||
Stock options |
||||||||||||
Restricted stock units |
||||||||||||
Zero coupon convertible bonds |
- | - | ||||||||||
Weighted-average shares for diluted EPS computation |
||||||||||||
Yen |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Basic EPS |
||||||||||||
Diluted EPS |
||||||||||||
1. | Potential shares of common stock which were excluded from the computation of diluted EPS for the fiscal years ended March 31, 2023, 2024 and 2025 were |
2. | As of October 1, 2024, Sony Group Corporation conducted a |
27. |
Supplemental cash flow information |
(1) |
Classification of cash flows in Financial Services segment |
(2) |
Classification of cash flows of content assets |
(3) |
Interest and dividends |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Interest received |
||||||||||||
Financial services revenue |
|
|
||||||||||
Financial income |
||||||||||||
Dividends received |
||||||||||||
Financial services revenue |
||||||||||||
Financial income |
||||||||||||
Interest paid |
||||||||||||
Financial services expenses |
||||||||||||
Financial expenses |
(4) |
Non-cash investing and financing activities |
(5) |
Reconciliation of liabilities arising from financing activities |
Yen in millions |
||||||||
Short-term borrowings |
Long-term debt |
|||||||
Balance as of April 1, 2022 |
|
|
||||||
Net cash flows from financing activities |
||||||||
Acquisitions through business combinations |
- | |||||||
Non-cash items: |
||||||||
Conversion of convertible bonds |
- | ( |
) | |||||
Obtaining assets by entering into lease contracts |
- | |||||||
Translation adjustment |
||||||||
Other |
( |
) | ( |
) | ||||
Total changes |
||||||||
Balance as of March 31, 2023 |
||||||||
Net cash flows from financing activities |
( |
) | ||||||
Acquisitions through business combinations |
||||||||
Non-cash items: |
||||||||
Obtaining assets by entering into lease contracts |
- | |||||||
Translation adjustment |
||||||||
Other |
( |
) | ||||||
Total changes |
( |
) | ||||||
Balance as of March 31, 2024 |
||||||||
Net cash flows from financing activities |
( |
) | ( |
) | ||||
Acquisitions through business combinations |
- |
|||||||
Non-cash items: |
||||||||
Obtaining assets by entering into lease contracts |
- |
|||||||
Translation adjustment |
( |
) |
( |
) | ||||
Other |
( |
) |
||||||
Total changes |
( |
) |
||||||
Balance as of March 31, 2025 |
||||||||
(6) |
Components of cash and cash equivalents |
Yen in millions |
||||||||||||
March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Cash and demand deposits |
||||||||||||
Time deposits with original maturities of three months or less |
||||||||||||
Money market funds |
||||||||||||
Call loans |
||||||||||||
Total |
||||||||||||
(7) |
Acquisition of a group of assets that does not constitute a business |
28. |
Structured entities |
(1) |
Consolidated structured entities |
(2) |
Unconsolidated structured entities |
Yen in millions |
||||||||||||||||
March 31, 2024 |
||||||||||||||||
Presentation in the consolidated statements of financial position |
Maximum exposure to loss |
|||||||||||||||
Investments and advances in the Financial Services segment (Current assets) |
Investments and advances in the Financial Services segment (Non-current assets) |
Other financial assets (Current assets) |
||||||||||||||
Securitized products |
- | - | ||||||||||||||
Foreign corporate bonds *1 |
- | |||||||||||||||
Other investments *2 |
- | |||||||||||||||
Total |
||||||||||||||||
Yen in millions |
||||||||||||||||
March 31, 2025 |
||||||||||||||||
Presentation in the consolidated statements of financial position |
Maximum exposure to loss |
|||||||||||||||
Investments and advances in the Financial Services segment (Current assets) |
Investments and advances in the Financial Services segment (Non-current assets) |
Other financial assets (Current assets) |
||||||||||||||
Securitized products |
- | - | ||||||||||||||
Foreign corporate bonds *1 |
- | |||||||||||||||
Other investments *2 |
- | |||||||||||||||
Total |
||||||||||||||||
29. |
Subsidiaries |
Name of company |
Country of incorporation /residence |
(As of March 31, 2025) Percentage owned | ||
* | The storage media business of Sony Storage Media Solutions Corporation was transferred to Sony Storage Media Manufacturing Corporation by way of an absorption-type split as of April 1, 2025, and Sony Storage Media Manufacturing Corporation changed its company name to Sony Storage Media Corporation. |
30. |
Acquisitions |
(1) |
Fiscal year ended March 31, 2023 |
Yen in millions |
||||
Cash and cash equivalents |
||||
Trade and other receivables, and contract assets |
||||
Other current assets |
||||
Property, plant and equipment |
||||
Right-of-use |
||||
Goodwill |
||||
Content assets |
||||
Other intangible assets |
||||
Deferred tax assets |
||||
Other |
||||
Total assets |
||||
Trade and other payables |
||||
Other current liabilities |
||||
Long-term debt |
||||
Other |
||||
Total liabilities |
||||
(2) |
Other acquisitions |
31. |
Related party transactions |
(1) |
Account balances and transactions with associates and joint ventures accounted for under the equity method |
Yen in millions |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Trade and other accounts receivable | ||||||||
Associates |
||||||||
Joint ventures |
||||||||
Total |
||||||||
Other current assets | ||||||||
Associates |
||||||||
Joint ventures |
- | - | ||||||
Total |
||||||||
Accounts payable, trade | ||||||||
Associates |
||||||||
Joint ventures |
||||||||
Total |
||||||||
Short-term borrowings | ||||||||
Associates |
||||||||
Joint ventures |
||||||||
Total |
||||||||
Lease liabilities and other | ||||||||
Associates |
||||||||
Joint ventures |
- | - | ||||||
Total |
||||||||
Accounts payable for property, plant and equipment | ||||||||
Associates |
||||||||
Joint ventures |
- | - | ||||||
Total |
||||||||
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Sales | ||||||||||||
Associates |
||||||||||||
Joint ventures |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
|||||||
Purchases | ||||||||||||
Associates |
||||||||||||
Joint ventures |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
|||||||
Lease payments and other | ||||||||||||
Associates |
||||||||||||
Joint ventures |
- | - | - | |||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
|||||||
Payments for property, plant and equipment | ||||||||||||
Associates |
||||||||||||
Joint ventures |
- | - | - | |||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
(2) |
Compensation for key management personnel |
Yen in millions |
||||||||||||
Fiscal year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Short-term employee benefits |
||||||||||||
Stock-based compensation |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
32. |
Purchase commitments, contingent liabilities and other |
(1) |
Loan commitments |
(2) |
Purchase commitments |
(3) |
Litigation |
(4) |
Guarantees |
33. |
Subsequent events |
1. | Total number of shares for repurchase: |
2. | Total purchase price for repurchase of shares: |
3. | Period of repurchase: |