| Form 20-F X | Form 40-F __ |
| SONY CORPORATION | |
| (Registrant) | |
| By: /s/ Hiroki Totoki | |
| (Signature) | |
| Hiroki Totoki | |
Executive Deputy President and | |
| Chief Financial Officer |
| 1. | Purpose of the Company Split |
| As announced on May 19, 2020 in a press release titled “Announcement of New Sony Group Organizational Structure”, Sony will change its company name and relaunch as “Sony Group Corporation” as of April 1, 2021. Sony currently has two functions, one as the headquarters of Sony Group and the other to provide overall management support for its electronics businesses. These functions will be separated and redefined, with Sony Group Corporation focusing on its role as the headquarters of Sony Group. In connection with this organizational change, Sony will perform the Company Split for the purpose of transferring to SSS certain rights and obligations related to the Business as part of the transfer of certain functions regarding Sony’s electronics business. |
| 2. | Summary of the Company Split |
| (1) | Schedule of the Company Split |
| Approval of the Company Split agreement February 12, 2021 | |
| (by the representative corporate executive officer) | |
| Execution of the Company Split agreement February 12, 2021 | |
| Effective date of the Company Split April 1, 2021 (scheduled) |
* Sony will perform the Company Split without obtaining shareholder approval of the company split agreement pursuant to the provisions of the “small-scale company split” as set forth in Paragraph 2 of Article 784 of the Companies Act of Japan. |
| (2) | Method of the Company Split |
The method of the Company Split is an absorption-type company split between Sony (as the splitting company) and SSS (as the successor company). |
| (3) | Details of consideration allotted upon the Company Split |
| SSS will issue common shares (the details of which will be decided separately upon the discussion between Sony and SSS) to Sony upon the completion of the Company Split as consideration for the assets, liabilities, agreements, and other rights and obligations transferred to SSS. | |
| (4) | Treatment of stock acquisition rights and bonds with stock acquisition rights of the splitting company |
| There will be no changes to the treatment of stock acquisition rights or bonds with stock acquisition rights of Sony upon the completion of the Company Split. | |
| (5) | Increase or decrease of the stated capital upon the Company Split |
There will be no increase or decrease in Sony’s stated capital upon the completion of the Company Split. | |
| (6) | Rights and obligations to be succeeded by the successor company |
| SSS, as the successor company, will succeed to certain rights and obligations related to the Business, such as assets, liabilities, agreements, and other rights and obligations as set forth in the Company Split agreement. | |
| (7) | Expectation on the performance capabilities of the successor company’s obligations |
| Sony expects that SSS will be able to perform its obligations that become due after the effective date of the Company Split. | |
| 3. | Summary of both parties (the numbers and information shown below are as of March 31, 2020 for each of Sony and SSS) |
| (1) | Summary of both parties |
| Trade name | Sony Corporation (Splitting Company) | Sony Semiconductor Solutions Corporation (Successor Company) |
| Location of head office | 7-1, Konan 1-chome, Minato-ku, Tokyo, Japan | 14-1, 4-chome, Asahi-cho, Atsugi-shi, Kanagawa, Japan |
| Title and name of Representative | Kenichiro Yoshida Representative Corporate Executive Officer, Chairman, President and CEO | Terushi Shimizu Representative Director, President and CEO |
| Business | Manufacturing of electronic data processing machines, digital and analog computer, equipment and accessories | Design, development, manufacturing, and sales of semiconductor and related products |
| Stated capital | ¥ 880,214 million | ¥ 400 million |
| Date of incorporation | May 7, 1946 | November 9, 2015 |
| Number of shares issued | 1,261,058,781 shares | 100,000 shares |
| Fiscal year-end | March 31 | March 31 |
Major shareholders and shareholding ratio | 1 Citibank as Depositary Bank for Depositary Receipt Holders 9.38% 2 The Master Trust Bank of Japan, Ltd. (Trust Account) 8.20% 3 Japan Trustee Services Bank, Ltd. (Trust Account) 6.13% 4 JP Morgan Chase Bank 385632 3.18% 5 Japan Trustee Services Bank, Ltd. (Trust Account 7) 2.38% | Sony Corporation 100% |
| Financial status and operating results for the last fiscal year | ||
| Net assets | ¥ 4,789,535 million (consolidated) (Note) | ¥ 210,111 million (non-consolidated) |
| Total assets | ¥ 23,039,343 million (consolidated) | ¥ 499,931 million (non-consolidated) |
| Net assets per share | ¥ 3,380.96 (consolidated) | ¥ 2.10 million (non-consolidated) |
| Net sales | ¥ 8,259,885 million (consolidated) | ¥ 1,039,167 million (non-consolidated) |
| Operating income | ¥ 845,459 million (consolidated) | ¥ 184,769 million (non-consolidated) |
| Ordinary income | ¥ 799,450 million (consolidated) (Note) | ¥ 183,873 million (non-consolidated) |
| Net income | ¥ 582,191 million (consolidated) (Note) | ¥ 115,149 million (non-consolidated) |
| Net income per share | ¥ 471.64 (consolidated) (Note) | ¥ 1.15 million (non-consolidated) |
| Note: | Since Sony prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States, “total equity”, “income before income taxes”, “net income attributable to Sony’s stockholders” and “net income attributable to Sony’s stockholders per share of common stock” are stated in place of “Net assets”, “Ordinary income”, “Net income” and “Net income per share”, respectively. |
| (2) | Summary of business subject to the Company Split |
| Sony’s imaging and sensing solutions business | |
| (3) | Operating results of the Business transferred by the Company Split |
| Net sales: ¥ 0 | |
| (4) | Assets and liabilities to be succeeded upon the Company Split |
| Assets: ¥ 17,349 million | |
| Liabilities: ¥ 17,349 million | |
| 4. | Status after the Company Split |
As described in “1. Purpose of the Company Split” above, Sony will change its company name as “Sony Group Corporation” as of April 1, 2021. Otherwise, upon the completion of the Company Split, there will be no changes in the location of the head office, the title and name of representatives, the business (excluding the Business transferred by the Company Split), the stated capital or the fiscal year-end of Sony. Upon the completion of the Company Split, there will be no changes in the trade name, location of the head office, the title and name of representatives, the business (excluding the Business transferred by the contemplated Company Split), the stated capital or the fiscal year-end of SSS. | |
| 5. | Outlook after the Company Split |
| No material impact on Sony’s consolidated financial results for the fiscal year ending March 31, 2021 is anticipated as a result of the completion of the Company Split. |
| Sales and operating revenue | Operating income | Income before income taxes | Net income attributable to Sony Corporation’s stockholders | |
Consolidated financial forecast for the fiscal year ending March 31, 2021 | 8,800,000 | 940,000 | 1,120,000 | 1,085,000 |
Consolidated financial results for the fiscal year ended March 31, 2020 | 8,259,885 | 845,459 | 799,450 | 582,191 |
