6-K 1 d499381d6k.htm SONY GROUP CORPORATION 6-K SONY GROUP CORPORATION 6-K
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of August 2023

Commission File Number: 001-06439

SONY GROUP CORPORATION

(Translation of registrant’s name into English)

1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, JAPAN

(Address of principal executive offices)

The registrant files annual reports under cover of Form 20-F.

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F,

 

Form 20-F  X

   Form 40-F    

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934, Yes No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-            

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SONY GROUP CORPORATION
(Registrant)

By:

  /s/ Hiroki Totoki
          (Signature)

Hiroki Totoki

President, Chief Operating Officer and

Chief Financial Officer

Date: August 14, 2023


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Quarterly Securities Report

For the three months ended June 30, 2023

(TRANSLATION)

Sony Group Corporation


Table of Contents

CONTENTS

 

    

Page

 

 

Note for readers of this English translation

       1  

Cautionary Statement

       1  
  

    I   Corporate Information

       3  

(1)   Selected Consolidated Financial Data

       3  

(2)   Business Overview

 

       4  

    II   State of Business

       5  

(1)   Risk Factors

       5  

(2)   Management’s Discussion and Analysis of Financial Condition, Results of Operations and Status of Cash Flows

       6  

(3)   Material Contracts

 

       17  

    III  Company Information

       18  

(1)   Information on the Company’s Shares

       18  

(2)   Directors and Corporate Executive Officers

 

       21  

   IV Financial Statements

       22  

(1)   Condensed Consolidated Financial Statements

       23  

(2)   Other Information

       60  


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Note for readers of this English translation

On August 14, 2023, Sony Group Corporation (the “Company” or “Sony Group Corporation” and together with its consolidated subsidiaries, “Sony” or “Sony Group”) filed its Japanese-language Quarterly Securities Report (Shihanki Houkokusho) for the three months ended June 30, 2023 with the Director-General of the Kanto Local Finance Bureau in Japan pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Quarterly Securities Report in its entirety, and is not intended to update the information that had been previously filed with or submitted to the U.S. Securities and Exchange Commission (the “SEC”) in a Form 20-F, Form 6-K or any other form.

Cautionary Statement

Statements made in this Report with respect to Sony’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of Sony. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “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;

 

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(xiv)

the impact of changes in interest rates and unfavorable conditions or developments (including market fluctuations or volatility) in the Japanese equity markets on the revenue and operating income of the Financial Services segment;

(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 segment;

(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 situation in Ukraine and Russia could heighten many of the risks and uncertainties noted above. Important information regarding risks and uncertainties is also set forth in Sony’s most recent Form 20-F, which is on file with the SEC.

 

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I

Corporate Information

(1) Selected Consolidated Financial Data

    Yen in millions, Yen per share amounts  
   

  Three months ended  

  June 30, 2022  

Restated

   

  Three months ended  

  June 30, 2023  

   

  Fiscal year ended  

  March 31, 2023  

Restated

 

 

 

  Sales and financial services revenue

    2,229,760          2,963,652          10,974,373     

 

 

  Operating income

    364,865          253,042          1,302,389     

 

 

  Income before income taxes

    349,278          276,034          1,274,496     

 

 

Net income attributable to Sony Group Corporation’s stockholders

    261,094          217,545          1,005,277     

 

 

Comprehensive income attributable to Sony Group Corporation’s stockholders

    439,546          443,428          1,087,289     

 

 

Equity attributable to Sony Group Corporation’s stockholders

    6,038,856          7,002,988          6,598,537     

 

 

Total assets

    29,536,835          32,860,017          31,154,095     

 

 

Net income attributable to Sony Group Corporation’s stockholders per share of common stock, basic (yen)

    211.16          176.26          813.53     

 

 

Net income attributable to Sony Group Corporation’s stockholders per share of common stock, diluted (yen)

    209.66          175.67          809.85     

 

 

Ratio of stockholders’ equity to total assets at end of the period (%)

    20.4          21.3          21.2     

 

 

Net cash provided by (used in) operating activities

    (430,018)         (12,669)         314,691     

 

 

  Net cash used in investing activities

    (315,057)         (198,647)         (1,052,664)    

 

 

  Net cash provided by (used in) financing activities

    (29,977)         213,867          84,300     

 

 

Cash and cash equivalents at end of the period

    1,371,867          1,532,099          1,480,900     

 

 

Notes:

1.

Sony’s condensed consolidated financial statements are prepared in conformity with International Financial Reporting Standards (“IFRS”).

2.

Share of profit (loss) of investments accounted for using the equity method is reported as a component of operating income.

3.

Ratio of stockholders’ equity to total assets is calculated by using equity attributable to the stockholders of the Company.

4.

Sony prepares condensed consolidated financial statements. Therefore parent-only selected financial data is not presented.

5.

Sony has applied IFRS 17 “Insurance Contracts” (“IFRS 17”) starting in the three months ended June 30, 2023. As a result of the application, Sony has reflected the cumulative effect of the standard change to selected consolidated financial data as of April 1, 2022, which is the transition date for IFRS 17. According to the effect of the adoption of IFRS 17, the selected consolidated financial data for the three months ended June 30, 2022 and the fiscal year ended March 31, 2023 have been restated in accordance with IFRS 17.

 

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(2) Business Overview

There was no significant change in the business of Sony during the three months ended June 30, 2023.

As of June 30, 2023, the Company had 1,647 subsidiaries and 156 affiliated companies, of which 1,617 companies are consolidated subsidiaries (including structured entities) of the Company. The Company has applied the equity accounting method for 142 associates and joint ventures.

 

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II

State of Business

(1) Risk Factors

 

Note for readers of this English translation:

Except for the revised risk factor below, there was no significant change from the information presented in the Risk Factors section of the Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on June 20, 2023. The revised risk factor below replaces the corresponding risk factor in the Form 20-F in its entirety. Any forward-looking statements included in the descriptions below are based on management’s current judgment.

URL: The Annual Report on Form 20-F filed with the SEC on June 20, 2023

https://www.sec.gov/Archives/edgar/data/313838/000119312523169510/d433796d20f.htm

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, the Writers Guild of America (WGA) and Screen Actors Guild – American Federation of Television and Radio Artists (SAG-AFTRA) went on strike in May and July 2023, respectively. These strikes have led to adverse effects such as 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.

 

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(2) Management’s Discussion and Analysis of Financial Condition, Results of Operations and Status of Cash Flows

i) Results of Operations

Sony has adopted IFRS 17 “Insurance Contracts” (“IFRS 17”) starting in the three months ended June, 2023 (“the current quarter”). Figures for the same quarter of the previous fiscal year and for the fiscal year ended March 31, 2023 are restated in accordance with IFRS 17. Please refer to “IV Financial Statements – Notes to Condensed Consolidated Financial Statements – 3. Summary of material accounting policies” for more details.

Sony has established three-year cumulative Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) as the most important financial performance indicator (Group KPI) in the Fourth Mid-Range Plan for the three fiscal years starting on April 1, 2021 and ending on March 31, 2024. Starting in the current quarter, Sony has decided to disclose the actual results for Adjusted EBITDA on a consolidated basis, which is the Group KPI, and Adjusted OIBDA (Operating Income Before Depreciation and Amortization) by segment.

All financial information is presented based on IFRS. “Sales and Financial Services revenue” (“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. For details regarding each segment’s product categories, please refer to “IV Financial Statements – Notes to Condensed Consolidated Financial Statements – 4. Business segment information.”

Consolidated Financial Results

 

     (Yen in billions)  
     Three months ended
June 30
 
     

2022

Restated

    2023  

  Sales

     2,229.8       2,963.7  

  Operating income

     364.9       253.0  

  Income before income taxes

     349.3       276.0  

  Net income attributable to Sony Group Corporation’s stockholders

     261.1       217.5  

  Adjusted OIBDA *

     488.9       396.1  

  Adjusted EBITDA *

     496.9       406.2  

 

*

Adjusted OIBDA and Adjusted EBITDA are not measures in accordance with IFRS. However, Sony believes that these disclosures may be useful information to investors. Please refer to “Regarding Adjusted OIBDA and Adjusted EBITDA” below for more details, including the formulas and reconciliations for Adjusted OIBDA and Adjusted EBITDA (the same applies below).

Sales for the current quarter increased 733.9 billion yen compared to the same quarter of the previous fiscal year (“year-on-year”) to 2 trillion 963.7 billion yen. This significant increase was mainly due to significant increases in sales in the Financial Services, Game & Network Services (“G&NS”), Imaging & Sensing Solutions (“I&SS”) and Music segments.

Operating income in the current quarter decreased 111.8 billion yen year-on-year to 253.0 billion yen. This significant decrease was primarily due to significant decreases in operating income in the Financial Services and Pictures segments, partially offset by a significant increase in operating income in the Music segment.

Operating income for the current quarter included the following:

   

Remeasurement gain resulting from the consolidation of a company previously accounted for using the equity method: 6.0 billion yen (Music segment)

The share of profit (loss) of investments accounted for using the equity method in the current quarter, recorded within operating income, was income of 4.6 billion yen, essentially flat year-on-year.

The net effect of financial income and expenses was income of 23.0 billion yen, compared to an expense of 15.6 billion yen in the same quarter of the previous fiscal year. This improvement was primarily due to the recording of unrealized gains mainly on Sony’s shares of Spotify Technology S.A. in the current quarter, compared to the recording of unrealized losses on such shares in the same quarter of the previous fiscal year. For details, please refer to “IV Financial Statements – Notes to Condensed Consolidated Financial Statements – 5. Financial instruments.”

 

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Income before income taxes decreased 73.2 billion yen year-on-year to 276.0 billion yen.

During the current quarter, Sony recorded 58.1 billion yen of income tax expense, resulting in an effective tax rate of 21.1%, which was lower than the effective tax rate of 25.2% in the same period of the previous fiscal year. This lower tax rate was mainly due to the reversal of liabilities for uncertain tax positions, as well as the impact of a lower tax rate in Japan resulting mainly from the change in the rules for research and development credits.

Net income attributable to Sony Group Corporation’s stockholders decreased 43.5 billion yen year-on-year to 217.5 billion yen.

Adjusted OIBDA for the current quarter decreased 92.8 billion yen year-on-year to 396.1 billion yen. This decrease was mainly due to significant decreases in Adjusted OIBDA in the Financial Services and Pictures segments. Adjusted EBITDA for the current quarter decreased 90.6 billion yen year-on-year to 406.2 billion yen. This decrease was mainly due to the same factors affecting Adjusted OIBDA.

Operating performance by business segment for the current quarter is as follows:

Game & Network Services (G&NS)

Sales increased 167.8 billion yen year-on-year to 771.9 billion yen. This significant increase in sales was mainly due to an increase in sales of non-first-party titles including add-on content and an increase in sales of hardware, as well as the impact of foreign exchange rates. Operating income decreased 3.6 billion yen year-on-year to 49.2 billion yen. This decrease was primarily due to an increase in costs resulting mainly from the impact of acquisitions including Bungie, Inc.*, partially offset by the impact of the above-mentioned increase in sales of non-first-party titles. Adjusted OIBDA increased 5.7 billion yen year-on-year to 75.9 billion yen. This increase was mainly due to the impact of the above-mentioned increase in sales of non-first-party titles, partially offset primarily by the above-mentioned increase in costs (excluding an increase in depreciation and amortization expense).

 

*

The impact of acquisitions includes expenses associated with acquisitions from the fiscal year ended March 31, 2023 onward (the impact on operating income for the current quarter was 16.6 billion yen).

Music

The Music segment results include the yen-based results of Sony Music Entertainment (Japan) Inc. and the yen-translated results of Sony Music Entertainment (“SME”) and Sony Music Publishing LLC (“SMP”), which aggregate the results of their worldwide subsidiaries on a U.S. dollar basis.

Sales increased 50.2 billion yen year-on-year to 358.2 billion yen. This significant increase in sales was primarily due to an increase in revenues from paid subscription streaming services in Recorded Music and Music Publishing, as well as the impact of foreign exchange rates. Operating income significantly increased 12.4 billion yen year-on-year to 73.4 billion yen, primarily due to the impact of the above-mentioned increase in sales for Recorded Music and Music Publishing, as well as the 6.0 billion yen remeasurement gain resulting from the consolidation of a company previously accounted for using the equity method and the positive impact of foreign exchange rates, partially offset by an increase in selling, general and administrative expenses. Adjusted OIBDA increased 8.2 billion yen year-on-year to 82.9 billion yen, mainly due to the same factors affecting operating income, excluding the impact of the above-mentioned remeasurement gain.

Pictures

The Pictures segment results are the yen-translated results of Sony Pictures Entertainment Inc. (“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.”

Sales decreased 21.0 billion yen, a 6% decrease year-on-year (a 12% decrease on a U.S. dollar basis), to 320.4 billion yen. This decrease on a U.S. dollar basis was primarily due to a decrease in deliveries of U.S. television series, as well as lower home entertainment and digital streaming service licensing revenues compared to the three months ended June 30, 2022, which benefitted from the contribution of several franchise films released theatrically in the fiscal year ended March 31, 2022. These decreases in sales were partially offset primarily by higher theatrical revenues. Operating income decreased 34.7 billion yen, a 68% decrease year-on-year (a 71% decrease on a U.S. dollar basis), to 16.0 billion yen. This significant decrease in operating income on a U.S. dollar basis was primarily due to the impact of the above-mentioned decrease in sales, as well as higher marketing costs in support of a greater number of theatrical releases in the current fiscal year. Adjusted OIBDA decreased by 33.4 billion yen, a 54% decrease year-on-year (a 57% decrease on a U.S. dollar basis), to 28.5 billion yen, primarily due to the same factors affecting operating income.

 

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Entertainment, Technology & Services (ET&S)

Sales increased 19.5 billion yen year-on-year to 571.8 billion yen. This increase in sales was primarily due to the impact of foreign exchange rates as well as an increase in sales of digital cameras resulting from higher unit sales, partially offset by a decrease in sales of smartphones and televisions resulting from lower unit sales. Operating income increased 2.1 billion yen year-on-year to 55.6 billion yen, mainly due to reductions in operating costs for televisions, partially offset by the impact of the above-mentioned decrease in sales of smartphones. Adjusted OIBDA increased 3.9 billion yen year-on-year to 80.9 billion yen, primarily due to the same factors affecting operating income.

Imaging & Sensing Solutions (I&SS)

Sales increased 54.9 billion yen year-on-year to 292.7 billion yen. This significant increase in sales was mainly due to an increase in sales of image sensors for mobile products resulting from an improvement in product mix and an increase in unit sales, as well as the impact of foreign exchange rates. Operating income decreased 9.0 billion yen year-on-year to 12.7 billion yen. This decrease was mainly due to an increase in manufacturing costs, an increase in depreciation and amortization expenses, the impact of a decrease in sales of image sensors for industrial and social infrastructure as well as an increase in research and development expenses. These decreases in operating income were partially offset by the positive impact of foreign exchange rates and the impact of the above-mentioned increase in sales of image sensors for mobile products. Adjusted OIBDA increased 2.7 billion yen year-on-year to 70.0 billion yen, primarily due to the positive impact of foreign exchange rates and the impact of the above-mentioned increase in sales of image sensors for mobile products. These increases in Adjusted OIBDA were partially offset by the above-mentioned increase in manufacturing costs, the impact of a decrease in sales of image sensors for industrial and social infrastructure and an increase in research and development expenses.

Financial Services

The Financial Services segment results include Sony Financial Group Inc. (“SFGI”) and SFGI’s consolidated subsidiaries such as Sony Life Insurance Co., Ltd. (“Sony Life”), Sony Assurance Inc., and Sony Bank Inc. The results of Sony Life discussed in the Financial Services segment differ from the results that SFGI and Sony Life disclose separately on a Japanese statutory basis.

Financial services revenue increased 465.4 billion yen year-on-year to 681.4 billion yen, mainly due to a significant increase in revenue at Sony Life. Revenue at Sony Life increased 454.8 billion yen year-on-year to 622.3 billion yen, mainly due to an improvement in net gains and losses on investments in the separate accounts. Operating income significantly decreased 84.7 billion yen year-on-year to 54.5 billion yen. This significant decrease in operating income was mainly due to a significant decrease in operating income at Sony Life. Operating income at Sony Life decreased 87.5 billion yen year-on-year to 46.0 billion yen, due to the recording of profit resulting from changes in interest rates related to variable life insurance in the same period of the previous fiscal year and the recording of the gain from the sale of real estate in the same period of the previous year. Adjusted OIBDA decreased 84.2 billion yen year-on-year to 61.4 billion yen, primarily due to the same factors affecting operating income.

 

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Regarding Adjusted OIBDA and Adjusted EBITDA

Sony believes that Adjusted OIBDA and Adjusted EBITDA are performance metrics suitable for the long-term management that Sony prioritizes. This is because (i) they represent the sustainable earnings power of the business as they do not include the effects of one-time gains and losses, (ii) they enable management to confirm that all the businesses of the Sony Group, including the Financial Services business, are expanding over the mid- to long-term through cycles of investment and return, and (iii) they are often used to calculate corporate value. Adjusted OIBDA and Adjusted EBITDA are not measures in accordance with IFRS. However, Sony believes that these disclosures may be useful information to investors. Adjusted OIBDA and Adjusted EBITDA should be considered in addition to, not as a substitute for, Sony’s results in accordance with IFRS.

Adjusted OIBDA (Operating Income Before Depreciation and Amortization) is calculated by the following formula:

Adjusted OIBDA = Operating income + Depreciation and amortization expense excluding amortization for film costs and broadcasting rights, as well as for internally developed game content and master recordings included in Content assets – the profit and loss amount that Sony deems non-recurring

Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is calculated by the following formula:

Adjusted EBITDA = Net income attributable to Sony Group Corporation’s stockholders + Net income attributable to noncontrolling interests + Income taxes + Interest expenses, net, recorded in Financial income and Financial expense – Gain on revaluation of equity instruments, net, recorded in Financial income and Financial expense + Depreciation and amortization expense excluding amortization for film costs and broadcasting rights, as well as for internally developed game content and master recordings included in Content assets – the profit and loss amount that Sony deems non-recurring

 

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The following table shows a reconciliation of Adjusted OIBDA from operating income in accordance with IFRS for the three months ended June 30, 2022 and 2023, respectively.

 

    (Yen in billions)  
      Three months ended June 30    
    

2022

Restated

    2023  

Game & Network Services (G&NS)

   

Operating income

    52.8       49.2  

Depreciation and amortization expense *

    17.5       26.7  

(Profit) / loss amount that Sony deems non-recurring **

    -       -  

Adjusted OIBDA

    70.2       75.9  
   

Music

   

Operating income

    61.0       73.4  

Depreciation and amortization expense *

    13.8       15.6  

(Profit) / loss amount that Sony deems non-recurring **

    -       (6.0

Adjusted OIBDA

    74.8       82.9  
   

Pictures

   

Operating income

    50.7       16.0  

Depreciation and amortization expense *

    11.2       12.5  

(Profit) / loss amount that Sony deems non-recurring **

    -       -  

Adjusted OIBDA

    61.8       28.5  
   

Entertainment, Technology & Services (ET&S)

   

Operating income

    53.6       55.6  

Depreciation and amortization expense *

    23.4       25.2  

(Profit) / loss amount that Sony deems non-recurring **

    -       -  

Adjusted OIBDA

    76.9       80.9  
   

Imaging & Sensing Solutions (I&SS)

   

Operating income

    21.7       12.7  

Depreciation and amortization expense *

    45.6       57.3  

(Profit) / loss amount that Sony deems non-recurring **

    -       -  

Adjusted OIBDA

    67.3       70.0  
   

Financial Services

   

Operating income

    139.2       54.5  

Depreciation and amortization expense *

    6.4       6.9  

(Profit) / loss amount that Sony deems non-recurring **

    -       -  

Adjusted OIBDA

    145.6       61.4  
   

All Other, Corporate and elimination

   

Operating loss

    (14.0     (8.4

Depreciation and amortization expense *

    6.2       4.9  

(Profit) / loss amount that Sony deems non-recurring **

    -       -  

Adjusted OIBDA

    (7.8     (3.5
   

Consolidated

   

Operating income

    364.9       253.0  

Depreciation and amortization expense *

    124.0       149.1  

(Profit) / loss amount that Sony deems non-recurring **

    -       (6.0

Adjusted OIBDA

    488.9       396.1  

 

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Table of Contents

The following table shows a reconciliation of net income attributable to Sony Group Corporation’s stockholders reported in accordance with IFRS to Adjusted EBITDA for the three months ended June 30, 2022 and 2023, respectively.

 

     (Yen in billions)  
       Three months ended June 30    
    

2022

Restated

     2023  
  

 

 

 

Net income attributable to Sony Group Corporation’s stockholders

     261.1        217.5    

Net income attributable to noncontrolling interests

     0.1        0.4    

Income taxes

     88.1        58.1    

Interest expenses, net, recorded in Financial income and Financial expense

     0.8        0.5    

(Gain) / loss on revaluation of equity instruments, net, recorded in Financial income and Financial expense

     22.7        (13.4)   

Depreciation and amortization expense *

     124.0        149.1    

(Profit) / loss amount that Sony deems non-recurring **

     -        (6.0)   
  

 

 

 

Adjusted EBITDA

     496.9        406.2    
  

 

 

 

 

*

Depreciation and amortization expense excludes amortization for film costs and broadcasting rights, as well as for internally developed game content and master recordings included in Content assets.

**

There were no items which Sony deemed non-recurring in calculating Adjusted OIBDA and Adjusted EBITDA for the three months ended June 30, 2022. The following table shows the details of the profit and loss amount that Sony deems non-recurring in calculating Adjusted OIBDA and Adjusted EBITDA for the three months ended June 30, 2023.

 

     (Yen in billions)  
       Three months ended June 30,  
2023
 

(Profit) / loss amount that Sony deems non-recurring

  

Remeasurement gain resulting from the consolidation of a company previously accounted for using the equity method (Music segment)

     (6.0)  
  

 

 

 

Total

     (6.0)  
  

 

 

 

Operating Performance by Geographic Area

For operating performance by geographic area, please refer to “sales and operating revenue attributed to countries and areas based on location of external customers” in “IV Financial Statements – Notes to Condensed Consolidated Financial Statements - 4. Business segment information.”

 

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Table of Contents

Foreign Exchange Fluctuations and Risk Hedging

 

Note for readers of this English translation:

Except for the information set forth below, there was no significant change from the information presented in the Foreign Exchange Fluctuations and Risk Hedging section of the Annual Report on Form 20-F filed with the SEC on June 20, 2023. Although foreign exchange rates have fluctuated during the three-month period ended June 30, 2023, there has been no significant change in Sony’s risk hedging policy as described in the Annual Report on Form 20-F.

URL: The Annual Report on Form 20-F filed with the SEC on June 20, 2023

https://www.sec.gov/Archives/edgar/data/313838/000119312523169510/d433796d20f.htm

During the current quarter, the average rates of the yen were 137.0 yen against the U.S. dollar and 149.2 yen against the euro, which were 7.6 yen and 11.2 yen weaker year-on-year, respectively.

For the current quarter, sales were 2 trillion 963.7 billion yen, an increase of 33% year-on-year, while on a constant currency basis, sales increased approximately 28% year-on-year. For further details about the impact of foreign exchange rate fluctuations on sales and operating income, please refer to the Note below.

The table below indicates the impact of changes in foreign exchange rates on sales and operating results of the G&NS, ET&S and I&SS segments. Also, please refer to the “Results of Operations” section, which discusses the impact of foreign exchange rates within segments and categories where foreign exchange rate fluctuations had a significant impact.

 

          (Yen in billions)
            Three months ended  
June 30
     Impact of changes in
foreign exchange rates
          2022            2023    

  G&NS

       Sales      604.1        771.9           +40.6
         Operating income      52.8        49.2             +2.5

  ET&S

       Sales      552.3        571.8           +16.8
         Operating income      53.6        55.6             +1.4

  I&SS

       Sales      237.8        292.7           +23.2
         Operating income      21.7        12.7           +18.2

In addition, sales for the Music segment increased 16% year-on-year to 358.2 billion yen, an approximate 11% increase on a constant currency basis. In the Pictures segment, sales decreased 6% year-on-year to 320.4 billion yen, an approximate 12% decrease on a U.S. dollar basis. As most of the operations in the Financial Services segment are based in Japan, management analyzes the performance of the Financial Services segment on a yen basis only.

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 same period of the previous fiscal year to local currency-denominated monthly sales in the relevant period of 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.

 

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Table of Contents

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 same period of the previous fiscal year from the relevant period of 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 selling, general and administrative expenses calculated by applying the same major transactional currencies calculation process to cost of sales and selling, general and administrative 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 condensed consolidated financial statements measured in accordance with IFRS. However, Sony believes that these disclosures provide additional useful analytical information to investors regarding the operating performance of Sony.

 

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Table of Contents

Status of Cash Flows*

Operating Activities: During the current quarter, there was a net cash outflow of 12.7 billion yen used in operating activities, a decrease of 417.3 billion yen year-on-year.

For all segments excluding the Financial Services segment, there was a net cash outflow of 80.7 billion yen, a decrease of 86.8 billion yen year-on-year. This decrease was primarily due to a larger increase in trade payables and a decrease in trade receivables and contract assets compared to an increase in the same quarter of the previous fiscal year, partially offset by a larger increase in inventories.

The Financial Services segment had a net cash inflow of 118.1 billion yen, compared to a net cash outflow of 221.2 billion in the same quarter of the previous fiscal year. This change was mainly due to a year-on-year decrease in investments in the Financial Services segment.

Investing Activities: During the current quarter, Sony used 198.6 billion yen of net cash in investing activities, a decrease of 116.4 billion yen year-on-year.

For all segments excluding the Financial Services segment, there was a 193.1 billion yen net cash outflow, a decrease of 114.9 billion yen year-on-year. This decrease was mainly due to an additional investment in Epic Games, Inc. and a payment related to the acquisition of Industrial Media in the same quarter of the previous fiscal year.

The Financial Services segment used 5.6 billion yen of net cash in investing activities, essentially flat year-on-year.

Financing Activities: Net cash inflow from financing activities during the current quarter was 213.9 billion yen, compared to a net cash outflow of 30.0 billion yen in the same quarter of the previous fiscal year.

For all segments excluding the Financial Services segment, there was a 216.5 billion yen net cash inflow, compared to a net cash outflow of 27.2 billion yen in the same quarter of the previous fiscal year. This change was mainly due to a year-on-year increase in the issuance of commercial paper as well as short-term bank borrowings.

In the Financial Services segment, there was a 52.7 billion yen net cash outflow, essentially flat year-on-year.

Total Cash and Cash Equivalents: 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 June 30, 2023 was 1 trillion 532.1 billion yen. Cash and cash equivalents of all segments excluding the Financial Services segment was 715.9 billion yen as of June 30, 2023, a decrease of 8.6 billion yen compared with the balance as of March 31, 2023, and a decrease of 39.2 billion yen compared with the balance as of June 30, 2022. Within the Financial Services segment, the outstanding balance of cash and cash equivalents was 816.2 billion yen as of June 30, 2023, an increase of 59.8 billion yen compared with the balance as of March 31, 2023, and an increase of 199.5 billion yen compared with the balance as of June 30, 2022.

*Sony’s disclosure includes information regarding cash flow for all segments excluding the Financial Services segment. This information is derived from the following condensed statement of cash flows. The condensed statement of cash flows, which includes the above-mentioned cash flow information, is not prepared in accordance with IFRS, which Sony uses to prepare its condensed 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 condensed consolidated financial statements. Transactions between the Financial Services segment and Sony without the Financial Services segment are included in those respective presentations, but are eliminated in the consolidated figures shown below.

 

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Table of Contents

Condensed Statements of Cash Flows

 

    Yen in millions  
    Three months ended June 30  
 

 

 

 
    Financial Services      

Sony without

Financial Services

 

 

     Consolidated  
   

 

2022

Restated

 


 

 

    2023       2022       2023       

 

2022

Restated

 


 

 

     2023  

 

   

 

 

    

 

 

 

Cash flows from operating activities:

             

Income (loss) before income taxes

    139,208       54,514       251,408       271,559        349,278        276,034  

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

    6,377       6,915       239,094       244,852        245,471        251,767  

Other operating (income) expense, net

    51       51       (2,776     (8,793      (2,725      (8,742

(Gain) loss on securities, net (other than Financial Services segment)

    -       -       21,197       (14,189      21,197        (14,189

Changes in assets and liabilities:

             

(Increase) decrease in trade receivables and contract assets

    (7,090     (21,911     (33,625     13,650        (37,107      (11,342

(Increase) decrease in inventories

    -       -       (176,257     (283,152      (176,257      (283,152

(Increase) decrease in investments and advances in the Financial Services segment

    (338,551     (560,038     -       -        (338,551      (560,038

(Increase) decrease in content assets

    -       -       (125,595     (137,465      (125,595      (137,465

Increase (decrease) in trade payables

    (15,854     (3,391     12,505       174,965        (6,828      174,512  

Increase (decrease) in insurance contract liabilities, net of insurance contract assets

    9,181       561,732       -       -        9,181        561,732  

Increase (decrease) in deposits from customers in the banking business

    83,965       144,119       -       -        83,965        144,119  

Increase (decrease) in borrowings in the life insurance business and the banking business

    (102,932     (54,691     -       -        (102,932      (54,691

Increase (decrease) in taxes payable other than income taxes, net

    14,333       27,995       (33,552     (7,981      (19,219      20,014  

Other

    (9,847     (37,230     (319,841     (334,115      (329,896      (371,228

 

   

 

 

    

 

 

 

Net cash provided by (used in) operating activities

    (221,159     118,065       (167,442     (80,669      (430,018      (12,669

 

   

 

 

    

 

 

 

Cash flows from investing activities:

 

         

Payments for property, plant and equipment and other intangible assets

    (7,121     (5,602     (99,929     (124,929      (106,968      (130,501

Payments for investments and advances (other than Financial Services segment)

    -       -       (146,838     (21,319      (146,838      (21,319

Proceeds from sales or return of investments and collections of advances (other than Financial Services segment)

    -       -       3,645       4,410        3,645        4,410  

Other

    -       1       (64,896     (51,238      (64,896      (51,237

 

   

 

 

    

 

 

 

Net cash provided by (used in) investing activities

    (7,121     (5,601     (308,018     (193,076      (315,057      (198,647

 

   

 

 

    

 

 

 

Cash flows from financing activities:

             

Increase (decrease) in borrowings, net

    (2,757     (2,671     31,343       273,895        28,586        271,224  

Dividends paid

    (41,335     (50,037     (42,932     (48,955      (42,932      (48,955

Other

    (1     (1     (15,630     (8,399      (15,631      (8,402

 

   

 

 

    

 

 

 

Net cash provided by (used in) financing activities

    (44,093     (52,709     (27,219     216,541        (29,977      213,867  

 

   

 

 

    

 

 

 

Effect of exchange rate changes on cash and cash equivalents

    -       -       97,283       48,648        97,283        48,648  

 

   

 

 

    

 

 

 

Net increase (decrease) in cash and cash equivalents

    (272,373     59,755       (405,396     (8,556      (677,769      51,199  

Cash and cash equivalents at beginning of the fiscal year

    889,140       756,493       1,160,496       724,407        2,049,636        1,480,900  

 

   

 

 

    

 

 

 

Cash and cash equivalents at end of the period

    616,767       816,248       755,100       715,851        1,371,867        1,532,099  

 

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Table of Contents

ii) Issues Facing Sony and Management’s Response to those Issues

Note for readers of this English translation:

There was no significant change from the information presented in the Trend Information section of the Annual Report on Form 20-F filed with the SEC on June 20, 2023. Any forward-looking statements included in the descriptions below are based on management’s current judgment.

URL: The Annual Report on Form 20-F filed with the SEC on June 20, 2023

https://www.sec.gov/Archives/edgar/data/313838/000119312523169510/d433796d20f.htm

iii) Research and Development

 

Note for readers of this English translation:

There was no significant change from the information presented as Research and Development in the Annual Report on Form 20-F filed with the SEC on June 20, 2023.

URL: The Annual Report on Form 20-F filed with the SEC on June 20, 2023

https://www.sec.gov/Archives/edgar/data/313838/000119312523169510/d433796d20f.htm

Research and development costs for the three months ended June 30, 2023 totaled 177.8 billion yen. There were no significant changes in research and development activities for the period.

 

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Table of Contents

iv) Liquidity Management and Market Access

 

  Note for readers of this English translation:

Except for the information related to the committed lines of credit and others set forth below, there was no significant change from the information presented in the Annual Report on Form 20-F filed with the SEC on June 20, 2023. The changes are indicated by underlines below. Any forward-looking statements included in the descriptions below are based on management’s current judgment.

URL: The Annual Report on Form 20-F filed with the SEC on June 20, 2023

https://www.sec.gov/Archives/edgar/data/313838/000119312523169510/d433796d20f.htm

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, commercial paper (“CP”) and bank loans. Sony Group Corporation, Sony Global Treasury Services Plc (“SGTS”), a finance subsidiary in the U.K., 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 1,166.3 billion yen in total for Sony Group Corporation, SGTS and SCC as of March 31, 2023. There were no amounts outstanding under the CP programs as of March 31, 2023. 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 673.4 billion yen in unused committed lines of credit, as of June 30, 2023. Details of those committed lines of credit are: a 275.0 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.

(3)    Material Contracts

There were no material contracts executed or determined to be executed during the three months ended June 30, 2023.

 

 

  Note for readers of this English translation:

There was no significant change from the information presented in the Annual Report on Form 20-F (“Patents and Licenses” in Item 4) filed with the SEC on June 20, 2023. This disclosure does not correspond to or update Item 10.C of the Annual Report on Form 20-F.

URL: The Annual Report on Form 20-F filed with the SEC on June  20, 2023

https://www.sec.gov/Archives/edgar/data/313838/000119312523169510/d433796d20f.htm

 

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Table of Contents
III

Company Information

(1) Information on the Company’s Shares

i) Total Number of Shares

1) Total Number of Shares

 

Class

   Total number of shares authorized to be issued

Common stock

   3,600,000,000     

Total

   3,600,000,000     

2) Number of Shares Issued

 

Class        Number of shares issued   

Name of Securities Exchanges

where the shares are listed or
authorized Financial
Instruments Firms Association
where the shares are registered

   Description
  

As of the end of the    

first quarterly period    

(June 30, 2023)    

  

As of the filing date of
the Quarterly    

Securities Report    

(August 14, 2023)    

Common stock  

   1,261,081,781      1,261,081,781     

Tokyo Stock Exchange

New York Stock Exchange

   The number of shares constituting one full unit is one hundred (100).
       

Total    

   1,261,081,781      1,261,081,781        

Note:

 

The Company’s shares of common stock are listed on the Prime Section of the Tokyo Stock Exchange in Japan.

ii) Stock Acquisition Rights (“SARs”)

①Description of Stock Option

Not applicable.

②Other Stock Acquisition Rights

Not applicable.

 

  Note for readers of this English translation:

  The above means that there was no issuance of SARs during the three months ended June 30, 2023.

iii) Status of the Exercise of Moving Strike Convertible Bonds

Not applicable.

iv) Changes in the Total Number of Shares Issued and the Amount of Common Stock, etc.

 

Period  

Change in the  
total number
of shares
issued  

(Thousands)   

 

Balance of the   
total number
of shares
issued  

(Thousands)   

 

Change in  

the amount of  

common stock  

(Yen in Millions)   

 

Balance of  

the amount of  

common stock  

(Yen in Millions)   

 

Change in the  
legal capital  
surplus  

(Yen in Millions)  

 

Balance of the  
legal capital  
surplus  

(Yen in Millions)  

From April 1 to June 30, 2023   —     1,261,082     —     880,365     —     1,094,058  

 

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Table of Contents

v) Status of Major Shareholders

(As of June 30, 2023)   

 

Name   Address    

 Number of   

 shares held   

 (Thousands)   

 

Percentage

of shares held
to total shares
(Excluding
treasury
shares) issued

(%)

The Master Trust Bank of Japan, Ltd.

(Trust account) *1

  2-11-3, Hamamatsu-cho, Minato-ku, Tokyo   222,684      18.04   

Citibank as Depositary Bank for Depositary Receipt Holders *2

(Local Custodian: MUFG Bank, Ltd.)

 

388 Greenwich St., 14th fl., New

York, NY 10013, U.S.A.

(2-7-1, Marunouchi, Chiyoda-ku, Tokyo)

  118,083      9.57   

Custody Bank of Japan, Ltd.

(Trust account) *1

  1-8-12, Harumi, Chuo-ku, Tokyo   77,684      6.29   

State Street Bank West Client – Treaty 505234 *3

(Local Custodian: Mizuho Bank, Ltd.)

 

1776 Heritage Drive, North Quincy, MA 02171, U.S.A.

(Shinagawa Intercity Tower A, 2-15-1, Konan, Minato-ku, Tokyo)

  25,199      2.04   

JP Morgan Chase Bank 385632 *3

(Local Custodian: Mizuho Bank, Ltd.)

 

25 Bank Street, Canary Wharf, London, E14 5JP, United Kingdom

(Shinagawa Intercity Tower A, 2-15-1, Konan, Minato-ku, Tokyo)

  24,546      1.99   
Government of Norway
(Local Custodian: Citibank, N.A., Tokyo Branch)
  Bankplassen 2, 0107 Oslo 1 Oslo 0107 NO
(6-27-30, Shinjuku, Shinjuku-ku, Tokyo)
  22,847      1.85   
SSBTC Client Omnibus Account *3
(Local Custodian: The Hongkong and Shanghai Banking Corporation Limited, Tokyo Branch)
 

One Lincoln Street, Boston MA USA 02111

(3-11-1, Nihonbashi, Chuo-ku, Tokyo)

  19,633      1.59   

GIC Private Limited – C

(Local Custodian: MUFG Bank, Ltd.)

 

168 Robinson Road #37-01 Capital Tower Singapore 068912

(2-7-1, Marunouchi, Chiyoda-ku, Tokyo)

  17,830      1.44   

JP Morgan Chase Bank 385781 *3

(Local Custodian: Mizuho Bank, Ltd.)

  25 Bank Street, Canary Wharf, London, E14 5JP, United Kingdom
(Shinagawa Intercity Tower A, 2-15-1, Konan, Minato-ku, Tokyo)
  16,840      1.36   

The Bank of New York Mellon 140042 *3

(Local Custodian: Mizuho Bank, Ltd.)

  240 Greenwich Street, New York, NY 10286, U.S.A
(Shinagawa Intercity Tower A, 2-15-1, Konan, Minato-ku, Tokyo)
  14,738      1.19   

                                                                                  Total

      560,085      45.38   

Notes:

*1.

The shares held by each shareholder are held in trust for investors, including shares in securities investment trusts.

*2.

Citibank as Depositary Bank for Depositary Receipt Holders is the nominee of Citibank, N.A.

*3.

Each shareholder provides depositary services for shares owned by institutional investors, mainly in Europe and North America. These shareholders are also the nominees for these investors.

 

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Table of Contents
4.

BlackRock Japan Co., Ltd. filed its “Amendment to the Bulk Shareholding Report” with the Director-General of the Kanto Local Finance Bureau in Japan as of May 18, 2023 and reported that BlackRock Japan Co., Ltd. and 9 joint holders held shares of the Company as of May 15, 2023 as provided in the below table. However, their holdings are not reflected in the status of major shareholders above since the Company has not been able to confirm beneficial ownership information of such holders as of June 30, 2023.

 

    Name  

Number of shares, etc. held  

(Thousands)

 

Percentage of shares, etc. held

to total shares issued (%)

  BlackRock Japan Co., Ltd. and 9 Joint Holders     93,769      

7.43    

 

5.

Sumitomo Mitsui Trust Bank, Limited filed its “Amendment to the Bulk Shareholding Report” with the Director-General of the Kanto Local Finance Bureau in Japan as of June 6, 2022 and reported that Sumitomo Mitsui Trust Asset Management Co., Ltd. and 1 joint holder held shares of the Company as of May 31, 2022 as provided in the below table. However, their holdings are not reflected in the status of major shareholders above since the Company has not been able to confirm beneficial ownership information of such holders as of June 30, 2023.

 

    Name  

Number of shares, etc. held  

(Thousands)

 

Percentage of shares, etc. held

to total shares issued (%)

  Sumitomo Mitsui Trust Asset Management Co., Ltd. and 1 Joint Holder                                          82,189       6.52    

 

6.

Nomura Asset Management Co., Ltd. filed its “Bulk Shareholding Report” with the Director-General of the Kanto Local Finance Bureau in Japan as of October 6, 2020 and reported that Nomura Asset Management Co., Ltd. and 3 joint holders held shares of the Company as of September 30, 2020 as provided in the below table. However, their holdings are not reflected in the status of major shareholders above since the Company has not been able to confirm beneficial ownership information of such holders as of June 30, 2023.

 

    Name  

Number of shares, etc. held  

(Thousands)

 

Percentage of shares, etc. held

to total shares issued (%)

  Nomura Asset Management Co., Ltd. and 3 Joint Holders   63,157       5.01    

vi) Status of Voting Rights

1) Shares Issued

(As of June 30, 2023)

 

       
Classification       Number of shares of
common stock
   

Number of voting rights

(Units)

    Description  

Shares without voting rights

                 

Shares with restricted voting rights

(Treasury stock, etc.)

                 

Shares with restricted voting rights (Others)

                 

Shares with full voting rights

(Treasury stock, etc.)

    26,858,500              

Shares with full voting rights (Others)

    1,232,477,700       12,324,777        
       

Shares constituting less than one full unit

    1,745,581            

Shares constituting
less than one full unit

(100 shares)

 
 

 

Total number of shares issued

    1,261,081,781              

Total voting rights held by all shareholders

          12,324,777        

 

Note:

 

Included in “Shares with full voting rights (Others)” under “Number of shares of common stock” are 18,800 shares of common stock held under the name of Japan Securities Depository Center, Incorporated. Also included in “Shares with full voting rights (Others)” under “Number of voting rights (Units)” are 188 units of voting rights relating to the shares of common stock with full voting rights held under the name of Japan Securities Depository Center, Incorporated.

 

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Table of Contents

2) Treasury Stock, etc.

(As of June 30, 2023)  

 

Name of shareholder   Address of shareholder   Number of  
shares held  
under own  
name
  Number of
shares held
under the names  
of others   
  Total number
of shares  
held
  Percentage of  
shares held to  
total shares  
issued (%)  

Sony Group Corporation

(Treasury stock)

  1-7-1, Konan, Minato-ku,  Tokyo     26,858,500     —     26,858,500     2.13  

Total

    26,858,500     —     26,858,500     2.13  

 Notes:

 1.

In addition to the 26,858,500 shares listed above, there are 300 shares of common stock held in the name of the Company in the register of shareholders that the Company does not beneficially own. These shares are included in “Shares with full voting rights (Others)” in Table 1) “Shares Issued” above.

 2.

Upon the disposal of treasury shares mainly due to the exercise of SARs from July 1, 2023 to July 31, 2023, the number of shares held decreased by 18 thousand shares.

 3.

Upon the disposal of treasury shares as restricted stock compensation on July 14, 2023, the number of shares held decreased by 385 thousand shares.

Outline of the restricted stock disposed as compensation on July 14, 2023 is as follows:

   

Disposal Price: 13,160 yen per share

   

Allottees: 8 Outside Directors of the Company,

6 Corporate Executive Officers of the Company,

1 employee of the Company,

4 directors and officers of the subsidiaries of the Company,

4 employees of the subsidiaries of the Company.

(2)    Directors and Corporate Executive Officers

There was no change in directors or corporate executive officers in the period from the filing date of the Securities Report (Yukashoken Houkokusho) for the fiscal year ended March 31, 2023 to the filing date of this Quarterly Securities Report (Shihanki Houkokusho).

 

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Table of Contents

SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES

(1) Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Financial Position (Unaudited)

 

 

            Yen in millions  
      Note     

April 1,

2022

Restated

    

March 31,

2023

Restated

    

June 30,

2023

 

ASSETS

           

Current assets:

           

Cash and cash equivalents

        2,049,636        1,480,900        1,532,099  

Investments and advances in the Financial Services segment (including assets pledged that secured parties are permitted to sell or repledge of 94,147 million yen, 85,494 million yen and 98,474 million yen as of April 1, 2022, March 31, 2023 and June 30, 2023, respectively)

     5        360,681        328,358        356,329  

Trade and other receivables, and contract assets

        1,621,629        1,770,948        1,891,298  

Inventories

        874,007        1,468,042        1,829,510  

Other financial assets

     5        149,301        110,950        197,196  

Other current assets

              428,522        563,334        669,220  

Total current assets

              5,483,776        5,722,532        6,475,652  

Non-current assets:

           

Investments accounted for using the equity method

        268,513        325,220        359,223  

Investments and advances in the Financial Services segment (including assets pledged that secured parties are permitted to sell or repledge of 2,700,603 million yen, 2,427,446 million yen and 2,324,648 million yen as of April 1, 2022, March 31, 2023 and June 30, 2023, respectively)

     5        18,251,612        18,237,761        18,669,354  

Property, plant and equipment

        1,113,213        1,344,864        1,378,300  

Right-of-use assets

        413,430        478,063        483,823  

Goodwill

        952,895        1,275,112        1,400,107  

Content assets

        1,342,046        1,561,882        1,758,548  

Other intangible assets

        450,103        563,842        580,101  

Deferred tax assets

        300,924        393,107        439,790  

Other financial assets

     5        696,306        832,344        864,815  

Other non-current assets

              379,137        419,368        450,304  

Total non-current assets

              24,168,179        25,431,563        26,384,365  

Total assets

              29,651,955        31,154,095        32,860,017  

  (Continued on the following page.)

 

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SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Statements of Financial Position (Unaudited) (Continued)

 

 

            Yen in millions  
      Note     

April 1,

2022

Restated

   

March 31,

2023

Restated

   

June 30,

2023

 

LIABILITIES

         

Current liabilities:

         

Short-term borrowings

        1,976,553       1,914,934       2,166,112  

Current portion of long-term debt

     5        171,409       187,942       179,629  

Trade and other payables

        1,843,338       1,866,101       2,122,057  

Deposits from customers in the banking business

        2,886,361       3,163,237       3,297,378  

Income taxes payables

        105,437       154,543       142,510  

Participation and residual liabilities in the Pictures segment

        190,162       230,223       248,500  

Other financial liabilities

     5        127,079       108,049       146,398  

Other current liabilities

              1,465,326       1,693,380       1,651,835  

Total current liabilities

              8,765,665       9,318,409       9,954,419  

Non-current liabilities:

         

Long-term debt

     5        1,203,646       1,767,696       1,807,171  

Defined benefit liabilities

        254,548       236,121       242,620  

Deferred tax liabilities

        120,582       117,621       138,210  

Insurance contract liabilities

     6        13,042,875       12,364,973       12,888,235  

Participation and residual liabilities in the Pictures segment

        220,113       192,952       206,077  

Other financial liabilities

     5        231,463       371,580       397,418  

Other non-current liabilities

              106,481       127,593       147,289  

Total non-current liabilities

              15,179,708       15,178,536       15,827,020  

Total liabilities

              23,945,373       24,496,945       25,781,439  

EQUITY

         

Sony Group Corporation’s stockholders’ equity:

     7         

Common stock

        880,365       880,365       880,365  

Additional paid-in capital

        1,461,053       1,463,807       1,479,902  

Retained earnings

        4,170,417       5,092,442       5,261,615  

Accumulated other comprehensive income

        (677,989     (614,570     (389,839

Treasury stock, at cost

              (180,042     (223,507     (229,055

Equity attributable to Sony Group Corporation’s stockholders

              5,653,804       6,598,537       7,002,988  

Noncontrolling interests

              52,778       58,613       75,590  

Total equity

              5,706,582       6,657,150       7,078,578  

Total liabilities and equity

              29,651,955       31,154,095       32,860,017  

  The accompanying notes are an integral part of these statements.

 

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Table of Contents

SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Statements of Income (Unaudited)

 

 

           Yen in millions  
           Three months ended June 30  
      Note    

2022

Restated

    2023  

Sales and financial services revenue:

     8      

Sales

           2,016,037           2,284,543  

Financial services revenue

     6      

Insurance revenue

       135,570       142,750  

Other financial services revenue

             78,153       536,359  

Total financial services revenue

             213,723       679,109  

Total sales and financial services revenue

       2,229,760       2,963,652  

Costs and expenses:

      

Cost of sales

       1,391,667       1,624,510  

Selling, general and administrative

       406,766       474,939  

Financial services expenses

     6      

Insurance service expenses

       89,506       97,366  

Insurance finance expenses (income)

       (38,185     489,352  

Other financial services expenses

             23,143       37,825  

Total financial services expenses

       74,464       624,543  

Other operating (income) expense, net

             (2,725     (8,742

Total costs and expenses

       1,870,172       2,715,250  

Share of profit (loss) of investments accounted for using the equity method

             5,277       4,640  

Operating income

       364,865       253,042  

Financial income

       14,382       31,912  

Financial expenses

             29,969       8,920  

Income before income taxes

       349,278       276,034  

Income taxes

             88,074       58,092  

Net income

       261,204       217,942  

Net income attributable to

      

Sony Group Corporation’s stockholders

       261,094       217,545  

Noncontrolling interests

             110       397  
           Yen  
           Three months ended June 30  
      Note    

2022

Restated

    2023  

Per share data:

     9      

Net income attributable to Sony Group Corporation’s stockholders

      

– Basic

       211.16       176.26  

– Diluted

             209.66       175.67  

  The accompanying notes are an integral part of these statements.

 

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SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

 

 

           Yen in millions  
           Three months ended June 30  
      Note    

2022

Restated

    2023  

Net income

       261,204       217,942  

Other comprehensive income, net of tax —

     7      

Items that will not be reclassified to profit or loss

      

Changes in equity instruments measured at fair value through other comprehensive income

       (2,118     (6,917

Remeasurement of defined benefit pension plans

       116       (425

Share of other comprehensive income of investments accounted for using the equity method

       208       139  

Items that may be reclassified subsequently to profit or loss

      

Changes in debt instruments measured at fair value through other comprehensive income

       (571,849     (72,542

Cash flow hedges

       (1,117     (2,230

Insurance finance income (expenses)

       506,715       20,517  

Exchange differences on translating foreign operations

       247,333              285,771  

Share of other comprehensive income of investments accounted for using the equity method

       2,679       3,150  

Other

       (76     54  

Total other comprehensive income, net of tax

             181,891       227,517  

Comprehensive income

                    443,095       445,459  

Comprehensive income attributable to

      

Sony Group Corporation’s stockholders

       439,546       443,428  

Noncontrolling interests

             3,549       2,031  

The accompanying notes are an integral part of these statements.

 

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SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

 

 

            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

        880,365        1,461,053       3,760,763       1,222,332       (180,042     7,144,471       52,778       7,197,249  

Cumulative effects of the application of new accounting standards

     3          -        -       409,654       (1,900,321     -       (1,490,667     -       (1,490,667

Restated balance at April 1, 2022

        880,365        1,461,053       4,170,417       (677,989     (180,042     5,653,804       52,778       5,706,582  

Comprehensive income (restated):

                    

Net income

             261,094           261,094       110       261,204  

Other comprehensive income, net of tax

     7                 178,452         178,452       3,439       181,891  

Total comprehensive income (restated)

                         261,094       178,452               439,546       3,549       443,095  

Transfer to retained earnings

             116       (116       -         -  

Transactions with stockholders and other:

                    

Exercise of stock acquisition rights

           (1     (8       943       934         934  

Conversion of convertible bonds

           (125     (1,191       3,775       2,459         2,459  

Stock-based compensation

           2,493             2,493         2,493  

Dividends declared

             (43,295         (43,295     (4,219     (47,514

Purchase of treasury stock

                 (12,805     (12,805       (12,805

Reissuance of treasury stock

           1           2       3         3  

Transactions with noncontrolling interests shareholders and other

                       (4,283                             (4,283     2,257       (2,026

Restated balance at June 30, 2022

              880,365        1,459,138       4,387,133       (499,653     (188,127     6,038,856       54,365       6,093,221  
            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

        880,365        1,463,807       5,092,442       (614,570     (223,507     6,598,537       58,613       6,657,150  

Comprehensive income:

                    

Net income

             217,545           217,545       397       217,942  

Other comprehensive income, net of tax

     7                 225,883         225,883       1,634       227,517  

Total comprehensive income

                         217,545       225,883               443,428       2,031       445,459  

Transfer to retained earnings

             1,152       (1,152       -         -  

Transactions with stockholders and other:

                    

Exercise of stock acquisition rights

           (1     (144       4,600       4,455         4,455  

Stock-based compensation

           3,127             3,127         3,127  

Dividends declared

             (49,380         (49,380     (1,604     (50,984

Purchase of treasury stock

                 (10,150     (10,150       (10,150

Reissuance of treasury stock

           1           2       3         3  

Transactions with noncontrolling interests shareholders and other

                       12,968                               12,968       16,550       29,518  

Balance at June 30, 2023

              880,365        1,479,902       5,261,615       (389,839     (229,055     7,002,988       75,590       7,078,578  

The accompanying notes are an integral part of these statements.

 

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SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

 

            Yen in millions  
                Three months ended June 30      
      Note     

        2022        

        Restated        

            2023          

Cash flows from operating activities:

       

Income before income taxes

           349,278          276,034  

Adjustments to reconcile income before income taxes to net cash used in operating activities:

       

Depreciation and amortization, including amortization of contract costs

        245,471       251,767  

Other operating (income) expense, net

        (2,725     (8,742

(Gain) loss on securities, net (other than Financial Services segment)

        21,197       (14,189

Share of (profit) loss of investments accounted for using the equity method, net of dividends

        (145     2,275  

Changes in assets and liabilities:

       

Increase in trade receivables and contract assets

        (37,107     (11,342

Increase in inventories

        (176,257     (283,152

Increase in investments and advances in the Financial Services segment

        (338,551     (560,038

Increase in content assets

        (125,595     (137,465

Increase (decrease) in trade payables

        (6,828     174,512  

Increase in insurance contract liabilities, net of insurance contract assets

     6        9,181       561,732  

Increase in deposits from customers in the banking business

        83,965       144,119  

Decrease in borrowings in the life insurance business and the banking business

        (102,932     (54,691

Increase (decrease) in taxes payable other than income taxes, net

        (19,219     20,014  

(Increase) decrease in other financial assets and other current assets

        1,358       (34,283

Decrease in other financial liabilities and other current liabilities

        (169,890     (130,303

Income taxes paid

        (65,398     (121,147

Other

              (95,821     (87,770

Net cash used in operating activities

              (430,018     (12,669

(Continued on the following page.)

 

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SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)            

 

 

            Yen in millions  
                Three months ended June 30      
      Note     

        2022        

        Restated        

            2023          

Cash flows from investing activities:

       

Payments for property, plant and equipment and other intangible assets

               (106,968     (130,501

Proceeds from sales of property, plant and equipment and other intangible assets

        2,372       6,235  

Payments for investments and advances (other than Financial Services segment)

        (146,838     (21,319

Proceeds from sales or return of investments and collections of advances (other than

Financial Services segment)

        3,645       4,410  

Payments for purchases of businesses

        (44,605     (59,480

Other

              (22,663     2,008  

Net cash used in investing activities

              (315,057     (198,647

Cash flows from financing activities:

       

Increase in short-term borrowings, net

        48,013       294,039  

Proceeds from issuance of long-term debt

        5,955       5,599  

Payments of long-term debt

        (25,382     (28,414

Dividends paid

        (42,932     (48,955

Payments for purchases of treasury stock

        (12,805     (10,150

Other

              (2,826     1,748  

Net cash provided by (used in) financing activities

              (29,977     213,867  

Effect of exchange rate changes on cash and cash equivalents

              97,283       48,648  

Net increase (decrease) in cash and cash equivalents

        (677,769     51,199  

Cash and cash equivalents at beginning of the fiscal year

              2,049,636       1,480,900  

Cash and cash equivalents at end of the period

              1,371,867       1,532,099  

  The accompanying notes are an integral part of these statements.

 

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Table of Contents
Index to Notes to Condensed Consolidated Financial Statements

 

 

Sony Group Corporation and Consolidated Subsidiaries

 

Notes to Condensed Consolidated Financial Statements   

Page

 

1.  Reporting entity

     31  

2.  Basis of preparation

     32  

3.  Summary of material accounting policies

     33  

4.  Business segment information

     39  

5.  Financial instruments

     45  

6.  Insurance contracts in the Financial Services segment

     52  

7.  Stockholders’ equity

     57  

8.  Revenue

     58  

9.  Reconciliation of the differences between basic and diluted EPS

     58  

10.  Purchase commitments, contingent liabilities and other

     59  

 

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Table of Contents

Notes to Condensed Consolidated Financial Statements (Unaudited)

Sony Group Corporation and Consolidated Subsidiaries

 

1.

Reporting entity

Sony Group Corporation is a public company domiciled in Japan. Sony Group Corporation and its consolidated subsidiaries (hereinafter collectively referred to as “Sony” or “Sony Group”) are engaged in the development, design, production, manufacture, offer and sale of various kinds of electronic equipment, instruments, and devices for consumer, professional and industrial markets such as network services, home gaming consoles and software, televisions, audio and video recorders and players, still and video cameras, smartphones, and image sensors. Sony’s primary manufacturing facilities are located in Asia including Japan. Sony also utilizes third-party contract manufacturers for certain products. Sony’s products and services are marketed throughout the world by sales subsidiaries and unaffiliated distributors as well as direct sales and offers via the internet. Sony is engaged in the development, production, manufacture, and distribution of recorded music and the management and licensing of the words and music of songs as well as production and distribution of animation titles and game applications. Sony is also engaged in the production, acquisition and distribution of motion pictures and television programming and the operation of television networks and direct-to-consumer (“DTC”) streaming services. Further, Sony is also engaged in various financial services businesses, including life and non-life insurance businesses through its Japanese insurance subsidiaries and banking business through a Japanese internet-based banking subsidiary.

 

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Table of Contents
2.

Basis of preparation

Compliance with International Financial Reporting Standards (“IFRS”)

The condensed consolidated financial statements of Sony have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting,” as issued by the International Accounting Standards Board (“IASB”).

The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended March 31, 2023, since the condensed consolidated financial statements do not contain all the information required in the annual consolidated financial statements.

Approval of condensed consolidated financial statements

The condensed consolidated financial statements were approved by Kenichiro Yoshida, Chairman and Chief Executive Officer and Representative Corporate Executive Officer and Hiroki Totoki, President, Chief Operating Officer and Chief Financial Officer and Representative Corporate Executive Officer on August 14, 2023.

Functional currency and presentation currency

The condensed consolidated financial statements have been presented in Japanese yen, which is the functional currency of Sony Group Corporation. All financial information presented in Japanese yen has been rounded to the nearest million Japanese yen.

Use of estimates and judgments

The preparation of the condensed consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from these estimates and assumptions. These estimates and assumptions are reviewed on a continuous basis. Changes in these accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The condensed consolidated financial statements are prepared based on the same judgements, estimates and assumptions as those applied and described in the consolidated financial statements for the fiscal year ended March 31, 2023 except for significant judgments and estimates for insurance contracts in the Financial Services segment as described in Note 6.

Change in presentation

Condensed Consolidated Statements of Cash Flows

Certain reclassifications of the condensed consolidated statements of cash flows for the three months ended June 30, 2022 have been made to conform to the presentation for the three months ended June 30, 2023.

 

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3.

Summary of material accounting policies

The condensed consolidated financial statements are prepared based on the same accounting policies as those applied and described in the consolidated financial statements for the fiscal year ended March 31, 2023, except as described in “Newly adopted accounting standards and interpretations” below. Income taxes are recognized in each interim period based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year.

Newly adopted accounting standards and interpretations

Sony adopted the following accounting standards and interpretations from the fiscal year ending March 31, 2024:

IFRS 17 “Insurance Contracts”

The IASB issued IFRS 17 “Insurance Contracts” (“IFRS 17”) in May 2017 and Amendments to IFRS 17 in June 2020 and December 2021. IFRS 17 replaces IFRS 4 “Insurance Contracts” (“IFRS 4”) and sets out principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of IFRS 17. IFRS 17 provides a general model, supplemented by a specific approach for contracts with direct participation features (the variable fee approach), and a simplified approach (the premium allocation approach) mainly for short-duration contracts.

IFRS 17 was effective for Sony as of April 1, 2023. In the condensed consolidated statements of financial position, insurance-related accounts, which were primarily presented as future insurance policy benefits and other, policyholders’ account in the life insurance business, and deferred insurance acquisition costs under IFRS 4, are primarily presented as insurance contract liabilities in accordance with IFRS 17. While future insurance policy benefits under IFRS 4 were mainly measured using the assumptions determined at initial recognition, insurance contract liabilities under IFRS 17 are remeasured using the current assumptions as of each reporting date. In addition, while deferred insurance acquisition costs were recognized as an asset separately from future insurance policy benefits under IFRS 4, after applying IFRS 17, such costs are included in the measurement of insurance contract liabilities, to the extent they are within the scope of fulfillment cashflows. As a result, the effect of adopting IFRS 17 on Sony’s total equity as of April 1, 2022, the transition date for IFRS 17, was a decrease of approximately 1.5 trillion yen, which consisted of an increase of approximately 0.4 trillion yen of retained earnings and a decrease of approximately 1.9 trillion yen of accumulated other comprehensive income, mainly due to the effect of the changes in the discount rate used in measuring insurance contract liabilities and other measurement method differences between IFRS 4 and IFRS 17. The financial services revenue, after applying IFRS 17, is separately presented as insurance revenue and other financial services revenue in the condensed consolidated statements of income. The insurance revenue differs from insurance premium revenue under IFRS 4 mainly because the insurance revenue excludes any investment components that are deposits.

Sony has retrospectively applied changes in accounting policies resulting from the adoption of IFRS 17 unless it was impracticable. Sony applied the modified retrospective approach, which uses reasonable and supportable information, or the fair value approach, which uses the fair value as of April 1, 2022, the transition date for IFRS 17, to identify, recognize and measure certain groups of insurance contracts as of the transition date for IFRS 17 (see Note 6), for which it was impracticable to apply the full retrospective approach. Therefore, Sony has restated the condensed consolidated financial statements for comparative periods and the condensed consolidated statement of financial position as of April 1, 2022 on the basis of the retrospective application of IFRS 17.

Sony has applied the transition provisions in IFRS 17 and has not disclosed the impact of the retrospective application of IFRS 17 on each financial statement line item and earnings per share. The effects of the retrospective application of IFRS 17 on Sony’s total equity as of April 1, 2022 are presented in the condensed consolidated statements of changes in stockholders’ equity.

As a result of the adoption of IFRS 17, the accounting policies for insurance contracts applied in the consolidated financial statements for the previous fiscal year (refer to the Form 20-F for the fiscal year ended March 31, 2023) have been changed. The accounting policies for insurance contracts after the adoption of IFRS 17 are as follows.

Insurance contract liabilities -

 

  i)

Definition and classification of insurance contracts

Sony defines insurance contracts as the contracts under which Sony accepts significant insurance risk by agreeing to compensate the policyholder if a specified uncertain future event adversely affects the policyholder. In making this assessment, all substantive rights and obligations, including those arising from laws and regulations, are considered on a contract-by-contract basis. Sony uses judgment in assessing whether there is a scenario with commercial substance in which there is the possibility of a loss on a present value basis and whether the accepted insurance risk is significant. Contracts that have a legal form of an insurance contract but do not transfer significant insurance risk to Sony are classified as investment contracts and accounted for as financial liabilities.

 

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Insurance contracts that Sony underwrites in the life insurance business, which is included in the Financial Services segment, mainly consist of whole life, term life, disease and health insurance, variable life insurance, and individual variable annuity contracts. Sony classifies certain variable life insurance and individual variable annuity contracts as insurance contracts with direct participation features, if they meet all of the following conditions on initial recognition:

 

  -

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.

All other insurance contracts are classified as insurance contracts without direct participation features.

 

  ii)

Aggregation of insurance contracts

In measuring insurance contracts, Sony aggregates the insurance contracts into groups. Each group of insurance contracts is determined by identifying portfolios of insurance contracts. Each portfolio is comprised of contracts that are subject to similar risks and are managed together, and Sony divides each portfolio by each quarterly accounting period (to which the issue date of the insurance contracts belongs). The portfolios are then classified into one of the following three groups based on the profitability of 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

A group of insurance contracts issued by Sony is recognized from the earliest of:

 

  -

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.

If there is no contractual due date, the due date is considered as the day when the first payment is received from the policyholder.

In addition, only contracts that individually meet the recognition criteria by the end of the reporting period are included in the groups. When contracts individually meet the recognition criteria after the end of the reporting period, they are added to the groups in the reporting period in which they meet the recognition criteria. Composition of the groups is not reassessed in subsequent periods.

Insurance acquisition cash flows are allocated to groups of insurance contracts using a systematic and rational method and considering, in an unbiased way, all reasonable and supportable information that is available without undue cost or effort. If insurance acquisition cash flows are directly attributable to a group of insurance contracts, they are allocated to that group. If insurance acquisition cash flows are directly attributable to a portfolio but not to a group of insurance contracts, then they are allocated to the groups in that portfolio using a systematic and rational method.

Sony derecognizes an insurance contract when it is extinguished, i.e., when the obligation specified in the insurance contract expires or is discharged or canceled. When an insurance contract is derecognized, Sony:

 

  -

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.

 

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  iv)

Contract boundaries

In measuring groups of insurance contracts, Sony includes all of the future cash flows within the boundary of each contract in the group. Cash flows are within the contract boundary if they arise from substantive rights and obligations that exist during the reporting period in which the policyholder is obliged to pay premiums or Sony has a substantive obligation to provide services (including insurance coverage and any investment services).

A substantive obligation to provide services ends when Sony:

 

  (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.

For cash flows arising during the period after the renewal of the insurance contract with automatic renewal clauses Sony assesses the insurance contract boundaries and determines that they are within the existing contract boundaries when Sony does not have the above practical ability to reassess the risks.

 

  v)

Initial measurement of insurance contracts not measured under the premium allocation approach (“PAA”)

On initial recognition, Sony measures a group of insurance contracts as the total of the following:

 

  (a)

Fulfillment cash flows

The fulfillment cash flows of the groups of insurance contracts consist of estimates of the future cash flows and risk adjustments for non-financial risk. The estimates of the future cash flows are adjusted to reflect the time value of money and the associated financial risks, and do not reflect Sony’s non-performance risk. The discount rates reflect the characteristics of the cash flows arising from the groups of insurance contracts, including timing, currency and liquidity of cash flows. The determination of the discount rate that reflects the characteristics of the cash flows and liquidity characteristics of the insurance contracts involves significant estimation. The risk adjustment for non-financial risk, determined separately from the other estimates, is designed to reflect the compensation required for bearing uncertainty about the amount and timing of the cash flows that arises from non-financial risk.

 

  (b)

CSM

The CSM of a group of insurance contracts represents the unearned profit that Sony will recognize as it provides insurance contract services under those contracts.

 

  vi)

Subsequent measurement of insurance contracts not measured under the PAA

The carrying amount of a group of insurance contracts at each reporting date is the sum of the liability for incurred claims and the liability for remaining coverage. The liability for incurred claims comprises the fulfillment cash flows for incurred claims and expenses that have not yet been paid, including claims that have been incurred but not yet reported. The liability for remaining coverage comprises the items described below.

 

  (a)

Fulfillment cash flows

The fulfillment cash flows of groups of insurance contracts are measured at the reporting date using current estimates of future cash flows, current discount rates and current estimates of the risk adjustment for non-financial risk.

 

  (b)

CSM

The carrying amount of the CSM of contracts without direct participation features at each reporting date is the carrying amount at the beginning of the fiscal year, adjusted for the following items (among these, (2), (3)1, (3)2, and (3)4 are measured using the discount rate determined at initial recognition (locked-in discount rate)):

 

  (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);

 

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  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.

The carrying amount of the CSM of contracts with direct participation features at each reporting date is the carrying amount at the beginning of the fiscal year, adjusted for the following items:

 

  (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.

Sony has selected an accounting policy to update accounting estimates related to insurance contracts made in the previous interim consolidated financial statements in the subsequent annual and interim consolidated financial statements and to measure the annual results using the year-to-date approach.

Changes in the fulfillment cash flows that relate to current or past services are recognized as profit or loss. Changes in the fulfillment cash flows that relate to future services are adjusted to the extent of the CSM carrying amount as follows:

 

  -

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.

When a loss component exists, Sony allocates the following items between the loss component and the remaining component of the liability for the remaining coverage for the respective group of insurance contracts, based on the ratio of the loss component to the fulfillment cash flows relating to the expected future cash outflows:

 

  (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.

The amounts of loss component allocation in (1) and (2) above reduce the respective components of insurance revenue and are reflected in insurance service expenses.

 

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  vii)

Application of the PAA

For certain insurance contracts in a group with a coverage period of one year or less at initial recognition, Sony uses the PAA to simplify the measurement of the group of insurance contracts.

Under the PAA, on initial recognition of each group of insurance contracts, the carrying amount of the liability for remaining coverage is measured at the premiums received on initial recognition, minus any insurance acquisition cash flows allocated to the group at the date of the receipt of the premiums. Sony amortizes insurance acquisition cash flows over the coverage period of the group of insurance contracts.

Subsequently, the carrying amount of the liability for remaining coverage is increased by any premiums received and the amortization of insurance acquisition cash flows recognized as expenses, and decreased by the amount recognized as insurance revenue for services provided and any additional insurance acquisition cash flows allocated after initial recognition.

 

  viii)

Presentation

Portfolios of insurance contracts that are assets and those that are liabilities are presented separately in the condensed consolidated statements of financial position. If no insured event has occurred and the surrender option has not been exercised as of the reporting date, the insurance contract liabilities are classified as non-current liabilities. However, if an insured event occurs or the surrender option is exercised, Sony loses its rights to postpone the payment of these liabilities. In this case, the insurance contract liabilities are classified as current liabilities, as they are due to be settled within 12 months after the end of the reporting period.

Sony disaggregates amounts recognized in the condensed consolidated statements of income and the condensed consolidated statements of comprehensive income into insurance revenue and insurance service expenses (collectively referred to as the “insurance service result”), and insurance finance income or expenses. Sony does not disaggregate changes in the risk adjustment for non-financial risk between the insurance service result and insurance finance income or expenses and includes them in the insurance service result.

 

  (a)

Insurance revenue

Insurance revenue excludes any investment components and is recognized as follows:

 

  (1)

Contracts not measured under the PAA

Sony recognizes insurance revenue as it provides insurance contract services. For contracts not measured under the PAA, the insurance revenue relating to services provided for each period represents the total of the changes in the liability for remaining coverage that relate to services for which Sony expects to receive consideration, and primarily comprises the following items:

 

  -

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.

The release amount of the CSM of a group of insurance contracts that is recognized as insurance revenue in each period is determined by identifying the coverage units in the group and recognizing in profit or loss the amount of the CSM allocated to the coverage units provided during the current period. The number of coverage units is the quantity of services provided based on the insurance contracts in the group, determined by considering the quantity of benefits to be provided by each insurance contract in the group and the expected coverage period.

Services provided based on insurance contracts include insurance coverage and, for all direct participating contracts, investment related services for managing underlying items on behalf of policyholders. Insurance contracts other than direct participating contracts include investment return services for generating an investment return for the policyholder.

 

  (2)

Contracts measured under the PAA

For contracts measured under the PAA, the insurance revenue for each period is the amount of expected premium receipts for providing services during the period. Sony allocates the expected premium receipts to each period based mainly on the passage of time.

 

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  (b)

Insurance service expenses

Insurance service expenses comprise the following items:

 

  (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).

For contracts not measured under the PAA, amortization of insurance acquisition cash flows is reflected in insurance service expenses in the same amount as insurance acquisition cash flows recovery reflected within insurance revenue as described above.

 

  (c)

Insurance finance income or expenses

Insurance finance income or expenses comprise changes in the carrying amounts of groups of insurance contracts arising from the effects of the time value of money, financial risk and changes therein. Sony has chosen to disaggregate insurance finance income or expenses between profit or loss and other comprehensive income for contracts without direct participation features, excluding certain variable life insurance and individual variable annuity contracts. The amount included in profit or loss is determined by a systematic allocation of the expected total insurance finance income or expenses over the duration of the group of insurance contracts. The amount of systematic allocation is determined using the discount rates determined on initial recognition of the group of insurance contracts. As a result of this systematic allocation, the total amounts recognized in other comprehensive income is equal to zero over the duration of the group of insurance contracts. In addition, the cumulative amount recognized in other comprehensive income at any point in time is the difference between the carrying amount of the group of insurance contracts and the amount measured by this systematic allocation.

For contracts with direct participation features, the insurance finance income or expenses include changes in the value of underlying items (excluding additional premium payments and withdrawals), all of which are recognized in profit or loss.

 

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4.

Business segment information

The reportable segments presented below are the segments of Sony for which separate financial information is available and for which operating income or loss amounts are evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM does not evaluate segments using discrete asset information. Sony’s CODM is its Chairman and Chief Executive Officer.

The Game & Network Services (“G&NS”) segment includes the network services businesses, the manufacture and sales of home gaming products and the production and sales of software. 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 Entertainment, Technology & Services (“ET&S”) segment includes the Televisions business, the Audio and Video business, the Still and Video Cameras business, the smartphone business and the internet-related service business. The Imaging & Sensing Solutions (“I&SS”) segment includes the image sensors business. The Financial Services segment primarily represents individual life insurance and non-life insurance businesses in the Japanese market 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.

 

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Segment sales and financial services revenue:

 

     Yen in millions  
         Three months ended June 30      
     2022
Restated
    2023  

Sales and financial services revenue:

    

Game & Network Services -

    

Customers

     588,461       755,003  

Intersegment

     15,655       16,877  
  

 

 

   

 

 

 

Total

     604,116       771,880  

Music -

    

Customers

     305,353       355,756  

Intersegment

     2,717       2,473  
  

 

 

   

 

 

 

Total

     308,070       358,229  

Pictures -

    

Customers

     341,247       320,178  

Intersegment

     130       188  
  

 

 

   

 

 

 

Total

     341,377       320,366  

Entertainment, Technology & Services -

    

Customers

     543,906       563,292  

Intersegment

     8,404       8,491  
  

 

 

   

 

 

 

Total

     552,310       571,783  

Imaging & Sensing Solutions -

    

Customers

     219,223       270,476  

Intersegment

     18,619       22,264  
  

 

 

   

 

 

 

Total

     237,842       292,740  

Financial Services -

    

Customers

     213,723       679,109  

Intersegment

     2,299       2,302  
  

 

 

   

 

 

 

Total

     216,022       681,411  

All Other -

    

Customers

     15,557       16,402  

Intersegment

     3,777       3,091  
  

 

 

   

 

 

 

Total

     19,334       19,493  
Corporate and elimination      (49,311     (52,250
  

 

 

   

 

 

 
Consolidated total                 2,229,760                  2,963,652  
  

 

 

   

 

 

 

G&NS intersegment amounts primarily consist of transactions with the ET&S segment. ET&S intersegment amounts primarily consist of transactions with the G&NS segment. I&SS intersegment amounts primarily consist of transactions with the G&NS segment and the ET&S segment. Corporate and elimination includes certain brand and patent royalty income.

 

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Segment profit (loss):

 

     Yen in millions  
         Three months ended June 30      
     2022
Restated
    2023  

Operating income (loss):

    

Game & Network Services

     52,762       49,160  

Music

     60,973       73,380  

Pictures

     50,655       15,971  

Entertainment, Technology & Services

     53,568       55,646  

Imaging & Sensing Solutions

     21,689       12,731  

Financial Services

     139,208       54,514  

All Other

     2,865       2,475  
  

 

 

   

 

 

 

Total

     381,720       263,877  

Corporate and elimination

     (16,855     (10,835
  

 

 

   

 

 

 

Consolidated operating income

     364,865       253,042  
  

 

 

   

 

 

 

Financial income

     14,382       31,912  

Financial expenses

     (29,969     (8,920
  

 

 

   

 

 

 

Consolidated income before income taxes

                   349,278                     276,034  
  

 

 

   

 

 

 

Operating income (loss) is sales and financial services revenue less costs and expenses, and includes the share of profit (loss) of investments accounted for using the equity method.

 

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Other significant items:

 

     Yen in millions  
         Three months ended June 30      
         2022             2023      

Share of profit (loss) of investments accounted for using the equity method:

    

Game & Network Services

     (22     473  

Music

     555       668  

Pictures

     157       228  

Entertainment, Technology & Services

     293       107  

Imaging & Sensing Solutions

     (231     (117

Financial Services

     -       -  

All Other

     4,525       3,281  
  

 

 

   

 

 

 

Consolidated total

     5,277       4,640  
  

 

 

   

 

 

 
     Yen in millions  
         Three months ended June 30      
     2022
Restated
    2023  

Depreciation and amortization:

    

Game & Network Services

     17,454       27,320  

Music

     15,681       17,351  

Pictures

     131,401       113,539  

Entertainment, Technology & Services

     23,360       25,219  

Imaging & Sensing Solutions

     45,632       57,282  

Financial Services

     6,377       6,915  

All Other

     1,045       1,169  
  

 

 

   

 

 

 

Total

     240,950       248,795  

Corporate and elimination

     4,521       2,972  
  

 

 

   

 

 

 

Consolidated total

                   245,471                     251,767  
  

 

 

   

 

 

 

 

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Sales to customers by product category:

The following table is a breakdown of sales and financial services revenue to external customers by product category for each segment. Sony management views each segment as a single operating segment.

 

     Yen in millions  
         Three months ended June 30      
     2022
Restated
    2023  

Sales and financial services revenue:

    

Game & Network Services

    

Digital Software and Add-on Content

     285,845       365,346  

Network Services

     106,523       124,499  

Hardware and Others

     196,093       265,158  
  

 

 

   

 

 

 

Total

     588,461       755,003  

Music

    

Recorded Music – Streaming

     139,111       164,887  

Recorded Music – Others

     60,456       72,885  

Music Publishing

     63,057       75,139  

Visual Media and Platform

     42,729       42,845  
  

 

 

   

 

 

 

Total

     305,353       355,756  

Pictures

    

Motion Pictures

     123,125       125,504  

Television Productions

     139,161       104,231  

Media Networks

     78,961       90,443  
  

 

 

   

 

 

 

Total

     341,247       320,178  

Entertainment, Technology & Services

    

Televisions

     141,793       135,982  

Audio and Video

     91,060       89,149  

Still and Video Cameras

     139,703       161,874  

Mobile Communications

     99,030       87,362  

Other

     72,320       88,925  
  

 

 

   

 

 

 

Total

     543,906       563,292  

Imaging & Sensing Solutions

     219,223       270,476  

Financial Services

     213,723       679,109  

All Other

     15,557       16,402  

Corporate

      2,290         3,436   
  

 

 

   

 

 

 

Consolidated total

                2,229,760                  2,963,652  
  

 

 

   

 

 

 

In the G&NS segment, Digital Software and Add-on Content includes distribution of software titles and add-on content through the network; Network Services includes network services relating to game, video and music content; 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. In the Music segment, Recorded Music – Streaming includes the distribution of digital recorded music by streaming; Recorded Music – Others includes the distribution of recorded music by physical media and digital download as well as revenue derived from artists’ live performances; Music Publishing includes the management and licensing of the words and music of songs; Visual Media and Platform includes the production and distribution of animation titles and game applications, and various service offerings for music and visual products. In the Pictures segment, Motion Pictures includes the worldwide production, acquisition and distribution of live-action and animated motion pictures; Television Productions includes the production, acquisition and distribution of television programming; Media Networks includes the operation of television networks and DTC streaming services worldwide. In the ET&S segment, Televisions includes LCD and OLED televisions; Audio and Video includes Blu-ray disc players and recorders, home audio, headphones and memory-based portable audio devices; Still and Video Cameras includes interchangeable lens cameras, compact digital cameras, consumer video cameras and video cameras for broadcast; Mobile Communications includes smartphones and an internet-related service business; Other includes display products such as projectors and medical equipment.

 

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Table of Contents

Geographic Information:

Sales and financial services revenue attributed to countries and areas based on location of external customers for the three months ended June 30, 2022 and 2023 are as follows:

 

     Yen in millions  
         Three months ended June 30      
         2022    
Restated
        2023      
Sales and financial services revenue:     

Japan

     472,460       978,776  

United States

     707,635       750,978  

Europe

     413,293       507,608  

China

     195,320       237,422  

Asia-Pacific

     279,003       297,175  

Other Areas

     162,049        191,693   
  

 

 

   

 

 

 

Total

                2,229,760                  2,963,652  
  

 

 

   

 

 

 

Major countries and areas in each geographic segment excluding Japan, United States and China are as follows:

 

(1) Europe:

   United Kingdom, France, Germany, Spain and Italy

(2) Asia-Pacific:

   India, South Korea and Oceania

(3) Other Areas:

   The Middle East / Africa, Brazil, Mexico and Canada

There are no individually material countries with respect to sales and financial services revenue included in Europe, Asia-Pacific and Other Areas.

Transfers between reportable business segments or geographic areas are made at individually negotiated prices that are intended to reflect a market-based transfer price.

There were no sales or financial services revenue with any single major external customer for the three months ended June 30, 2022 and 2023.

 

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Table of Contents
5.

Financial instruments

 

(1)

Financial instruments measured at fair value on a recurring basis

The following section describes the valuation techniques used by Sony to measure different financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified.

Debt instruments and equity instruments

Where quoted prices of financial instruments are available in an active market, these instruments are classified in Level 1 of the fair value hierarchy. Level 1 financial instruments include exchange-traded equity instruments. If quoted market prices are not available for the specific financial instruments or the market is inactive, then fair values are estimated by using pricing models, quoted prices of financial instruments with similar characteristics or discounted cash flows and mainly classified in Level 2 of the fair value hierarchy. Level 2 financial instruments include debt instruments with quoted prices that are not traded as actively as exchange-traded instruments, such as the majority of government bonds and corporate bonds. In certain cases where there is limited activity or less transparency around inputs to the valuation, these instruments are classified within Level 3 of the fair value hierarchy. Level 3 financial instruments primarily include certain private equity investments, investment funds, securitized products which are not classified within Level 1 or Level 2 and domestic and foreign corporate bonds for which quoted prices are not available in a market and where there is less transparency around inputs. Sony estimates the fair value for private equity investments primarily by using comparable company analysis and the discounted cash flow method. The price book-value ratio and price earnings ratio of comparable companies, as well as cost of capital and EBITDA multiples for the terminal value used in the discounted cash flow method, are primarily used as significant unobservable inputs in the fair value measurement of equity securities classified as Level 3. The fair value increases (decreases) as the price book-value ratio and price earnings ratio of comparable companies rise (decline). In addition, the fair value increases (decreases), as the cost of capital declines (rises) and EBITDA multiples rise (decline), both of which are used in the discounted cash flow method. Sony estimates the fair value for certain investment funds by using the net asset value. Sony estimates the fair value for securitized products and domestic and foreign corporate bonds for which quoted prices are not available in a market and where there is less transparency around inputs by using third-party information such as indicative quotes from dealers without adjustment or discounted cash flows. For validating the fair values of Level 3 financial instruments, Sony primarily uses internal models which include management judgment or estimation of assumptions that market participants would use in pricing the asset.

Derivatives

Exchange-traded derivatives valued using quoted prices are classified within Level 1 of the fair value hierarchy. However, few classes of derivative contracts are listed on an exchange; thus, the majority of Sony’s derivative positions are valued using internally developed models that use as their basis readily observable market parameters, meaning parameters that are actively quoted and can be validated to external sources, including pricing services. Depending on the types and contractual terms of derivatives, fair value can be modeled using a series of techniques, such as the Black-Scholes option pricing model, which are consistently applied. For derivative products that have been established for some time, Sony uses models that are widely accepted in the financial services industry. These models reflect the contractual terms of the derivatives, including the period to maturity, and market-based parameters such as interest rates, volatility, and the credit rating of the counterparty. Further, many of these models do not contain a high level of subjectivity as the techniques used in the models do not require significant judgment, and inputs to the model are readily observable from actively quoted markets. Such instruments are generally classified within Level 2 of the fair value hierarchy.

In determining the fair value of Sony’s interest rate swap derivatives, Sony uses the present value of expected cash flows based on market observable interest rate yield curves commensurate with the term of each instrument. For foreign currency derivatives, Sony’s approach is to use forward contract valuation models employing market observable inputs, such as spot currency rates and time value. These derivatives are classified within Level 2 since Sony primarily uses observable inputs in its valuation of its derivative assets and liabilities.

 

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Table of Contents

The fair value of Sony’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and June 30, 2023 is as follows:

 

     Yen in millions
     March 31, 2023 (Restated)
                         Presentation in the condensed 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

     -        422,739        -        422,739        -        -        422,739        -   

Japanese local government bonds

     -       600       -       600       -       -       600       -  

Japanese corporate bonds

     -       16,872       38       16,910       -       -       16,872       38  

Foreign government bonds

     30,100       173,393       -       203,493       -       -       203,493       -  

Foreign corporate bonds

     -       5,515       3,377       8,892       -       -       5,515       3,377  

Securitized products

     -       -       -       -       -       -       -       -  

Investment funds

     -       367,193       60,796       427,989       -       -       410,499       17,490  

Equity securities

     2,236,646       5,217       6,789       2,248,652       -       -       2,123,062       125,590  

Derivative assets

                

Interest rate contracts

     -       43,844       -       43,844       -       438       -       43,406  

Foreign exchange contracts

     -       21,318       -       21,318       -       19,978       -       1,340  

Equity contracts

     290       -       4,692       4,982       -       4,982       -       -  

Financial assets designated to be measured at FVPL

                

Debt securities

                

Japanese national government bonds

     -       1,285,920       -       1,285,920       1,001       -       1,284,919       -  

Japanese local government bonds

     -       16,038       -       16,038       2,010       -       14,028       -  

Japanese corporate bonds

     -       3,315       -       3,315       -       -       3,315       -  

Foreign government bonds

     -       35,895       -       35,895       -       -       35,895       -  

Foreign corporate bonds

     -       141,857       3,541       145,398       21,227       -       124,171       -  

Financial assets required to be measured at FVOCI

                

Debt securities

                

Japanese national government bonds

     -       7,901,817       -       7,901,817       -       -       7,901,817       -  

Japanese local government bonds

     -       45,458       -       45,458       1,369       -       44,089       -  

Japanese corporate bonds

     -       739,541       171,622       911,163       7,016       -       904,147       -  

Foreign government bonds

     -       1,145,709       -       1,145,709       -       -       1,145,584       125  

Foreign corporate bonds

     -       307,717       24,672       332,389       46,367       -       286,022       -  

Securitized products

     -       29,697       40,591       70,288       -       -       70,288       -  

Financial assets designated to be measured at FVOCI

                

Equity securities

     103,270       -       324,028       427,298       -       -       5,453       421,845  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

     2,370,306       12,709,655       640,146       15,720,107       78,990         25,398       15,002,508       613,211  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                     Presentation in the
    condensed 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

     -       5,656       -       5,656       427       5,229  

Foreign exchange contracts

     -       19,876       -       19,876       18,679       1,197  

Equity contracts

     3,321       5,270       -       8,591       8,591       -  

Contingent consideration

     -       -       51,512       51,512       14,790       36,722  

Financial liabilities designated to be measured at FVPL

            

Redeemable noncontrolling interests

     -       -       47,326       47,326       -       47,326  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

     3,321       30,802       98,838       132,961       42,487       90,474  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Table of Contents
     Yen in millions
     June 30, 2023
                         Presentation in the condensed 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

  

 

-

  

 

 

418,512

  

 

 

-

  

 

 

418,512

  

 

 

-

  

 

 

-

  

 

 

418,512

  

 

 

-

  

Japanese local government bonds

  

 

-

 

 

 

600

 

 

 

-

 

 

 

600

 

 

 

-

 

 

 

-

 

 

 

600

 

 

 

-

 

Japanese corporate bonds

  

 

-

 

 

 

19,212

 

 

 

18

 

 

 

19,230

 

 

 

-

 

 

 

-

 

 

 

19,212

 

 

 

18

 

Foreign government bonds

  

 

32,240

 

 

 

188,870

 

 

 

-

 

 

 

221,110

 

 

 

-

 

 

 

-

 

 

 

221,110

 

 

 

-

 

Foreign corporate bonds

  

 

-

 

 

 

7,336

 

 

 

3,391

 

 

 

10,727

 

 

 

-

 

 

 

-

 

 

 

7,336

 

 

 

3,391

 

Investment funds

  

 

-

 

 

 

419,715

 

 

 

65,291

 

 

 

485,006

 

 

 

-

 

 

 

-

 

 

 

466,320

 

 

 

18,686

 

Equity securities

  

 

2,660,108

 

 

 

6,904

 

 

 

8,006

 

 

 

2,675,018

 

 

 

-

 

 

 

398

 

 

 

2,514,023

 

 

 

160,597

 

Derivative assets

                

Interest rate contracts

  

 

-

 

 

 

53,504

 

 

 

-

 

 

 

53,504

 

 

 

-

 

 

 

950

 

 

 

-

 

 

 

52,554

 

Foreign exchange contracts

  

 

-

 

 

 

24,959

 

 

 

-

 

 

 

24,959

 

 

 

-

 

 

 

22,903

 

 

 

-

 

 

 

2,056

 

Equity contracts

  

 

-

 

 

 

-

 

 

 

5,101

 

 

 

5,101

 

 

 

-

 

 

 

5,101

 

 

 

-

 

 

 

-

 

Financial assets designated to be measured at FVPL

                

Debt securities

                

Japanese national government bonds

  

 

-

 

 

 

1,263,484

 

 

 

-

 

 

 

1,263,484

 

 

 

2,804

 

 

 

-

 

 

 

1,260,680

 

 

 

-

 

Japanese local government bonds

  

 

-

 

 

 

16,019

 

 

 

-

 

 

 

16,019

 

 

 

5,226

 

 

 

-

 

 

 

10,793

 

 

 

-

 

Japanese corporate bonds

  

 

-

 

 

 

3,312

 

 

 

-

 

 

 

3,312

 

 

 

-

 

 

 

-

 

 

 

3,312

 

 

 

-

 

Foreign government bonds

  

 

-

 

 

 

37,205

 

 

 

-

 

 

 

37,205

 

 

 

6,886

 

 

 

-

 

 

 

30,319

 

 

 

-

 

Foreign corporate bonds

  

 

-

 

 

 

164,357

 

 

 

5,558

 

 

 

169,915

 

 

 

30,314

 

 

 

-

 

 

 

139,601

 

 

 

-

 

Financial assets required to be measured at FVOCI

                

Debt securities

                

Japanese national government bonds

  

 

-

 

 

 

7,650,551

 

 

 

-

 

 

 

7,650,551

 

 

 

-

 

 

 

-

 

 

 

7,650,551

 

 

 

-

 

Japanese local government bonds

  

 

-

 

 

 

52,728

 

 

 

-

 

 

 

52,728

 

 

 

1,272

 

 

 

-

 

 

 

51,456

 

 

 

-

 

Japanese corporate bonds

  

 

-

 

 

 

763,729

 

 

 

168,309

 

 

 

932,038

 

 

 

5,755

 

 

 

-

 

 

 

926,283

 

 

 

-

 

Foreign government bonds

  

 

-

 

 

 

1,202,265

 

 

 

-

 

 

 

1,202,265

 

 

 

-

 

 

 

-

 

 

 

1,202,130

 

 

 

135

 

Foreign corporate bonds

  

 

-

 

 

 

333,087

 

 

 

26,311

 

 

 

359,398

 

 

 

47,711

 

 

 

-

 

 

 

311,687

 

 

 

-

 

Securitized products

  

 

-

 

 

 

36,377

 

 

 

38,582

 

 

 

74,959

 

 

 

-

 

 

 

-

 

 

 

74,959

 

 

 

-

 

Financial assets designated to be measured at FVOCI

                

Equity securities

  

 

93,539

 

 

 

-

 

 

 

353,644

 

 

 

447,183

 

 

 

-

 

 

 

72,430

 

 

 

5,681

 

 

 

369,072

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

  

 

2,785,887

 

 

 

12,662,726

 

 

 

674,211

 

 

 

16,122,824

 

 

 

99,968

 

 

 

101,782

 

 

 

15,314,565

 

 

 

606,509

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                     Presentation in the
    condensed 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

  

 

-

 

 

 

4,932

 

 

 

-

 

 

 

4,932

 

 

 

346

 

 

 

4,586

 

Foreign exchange contracts

  

 

-

 

 

 

52,094

 

 

 

-

 

 

 

52,094

 

 

 

49,712

 

 

 

2,382

 

Equity contracts

  

 

5,223

 

 

 

5,984

 

 

 

-

 

 

 

11,207

 

 

 

11,207

 

 

 

-

 

Contingent consideration

  

 

-

 

 

 

-

 

 

 

51,683

 

 

 

51,683

 

 

 

12,381

 

 

 

39,302

 

Financial liabilities designated to be measured at FVPL

            

Redeemable noncontrolling interests

  

 

-

 

 

 

-

 

 

 

51,983

 

 

 

51,983

 

 

 

543

 

 

 

51,440

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

  

 

5,223

 

 

 

63,010

 

 

 

103,666

 

 

 

171,899

 

 

 

74,189

 

 

 

97,710

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers of debt securities from Level 2 to Level 1 were 2,704 million yen and 308 million yen for the fiscal year ended March 31, 2023 and for the three months ended June 30, 2023, respectively, as quoted prices in active markets for certain debt securities became available. Transfers of debt securities from Level 1 to Level 2 were 1,982 million yen and 1,157 million yen for the fiscal year ended March 31, 2023 and for the three months ended June 30, 2023, respectively, as quoted prices in active markets for debt securities were not available.

Transfers of equity securities from Level 2 to Level 1 were 24,958 million yen for the fiscal year ended March 31, 2023 as quoted prices in active markets for certain equity securities became available. There were no transfers of equity securities from Level 2 to Level 1 for the three months ended June 30, 2023.

 

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Table of Contents

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 pre-tax revaluation gains (losses) of the Spotify shares owned by Sony recognized in net income are included in financial income (expenses) in the condensed consolidated statements of income, net of costs to be paid to Sony’s artists and distributed labels.

The valuation techniques used to measure the fair value of assets and liabilities classified as Level 3, significant unobservable inputs, and their range are as follows:

 

     Valuation
  technique(s)  
     Significant
  unobservable  
inputs
    Range  
      March 31, 2023          June 30, 2023    

Financial assets required to be measured at FVOCI

          

Debt securities

          

Japanese corporate bonds

     Discounted cash flow        Credit spread *       34bp-63bp        35bp-66bp  

Foreign corporate bonds

    10bp        -  

Securitized products

    150bp-190bp        110bp-190bp  

* bp = basis point

The decrease (increase) in fair value is the result of a rise (decline) in credit spreads.

For the above assets classified as Level 3, the fair value would not change significantly, even if one or more of the significant unobservable inputs are changed to reflect reasonably possible alternative assumptions.

The changes in fair value of Level 3 assets and liabilities for the three months ended June 30, 2022 and 2023 are as follows:

 

    Yen in millions  
    Three months ended June 30, 2022  
          Total gains (losses) *1                                      
   

Beginning

balance

    Net income *2     Other
comprehensive
income *3
    Purchases     Sales and
settlements
    Transfers to
Level 3
   

Transfers out

of Level 3 *4

    Other    

Ending

balance

 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Assets:

                 
Financial assets required to be measured at FVPL                  

Debt securities

                 

Japanese corporate bonds

    18       -       -       20       -       -       -       -       38  

Foreign corporate bonds

    117       49       -       791       (70     -       -       -       887  

Securitized products

    3,713       -       -       -       (3,713     -       -       -       -  

Investment funds

    48,520       3,272       554       7,162       (639     -       -       -       58,869  

Equity securities

    3,217       (7     -       1,499       -       -       -       -       4,709  

Derivative assets

                 

Equity contracts

    4,024       (120     464       -       -       -       -       -       4,368  
Financial assets designated to be measured at FVPL                  

Debt securities

                 

Foreign corporate bonds

    3,625       35       -       -       -       -       -       -       3,660  
Financial assets required to be measured at FVOCI                  

Debt securities

                 

Japanese corporate bonds

    154,245       -       (19,984     20,592       -       -       -       -       154,853  

Foreign corporate bonds

    20,837       608       6       8,000       (5,654     -       -       -       23,797  

Securitized products

    39,859       186       (54     4,129       (3,506     -       -       -       40,614  
Financial assets designated to be measured at FVOCI                  

Equity securities

    205,509       -       22,311       131,237       -       -       (500     (8     358,549  

Liabilities:

                 
Financial liabilities required to be measured at FVPL                  

Contingent consideration

    21,552       84       2,136       303       (33     -       -       (259     23,783  
Financial liabilities designated to be measured at FVPL                  

Redeemable noncontrolling

interests

    34,995       (416     4,167       9,395       (2,737     -       -       -       45,404  

 

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Table of Contents
    Yen in millions  
    Three months ended June 30, 2023  
          Total gains (losses) *1                                      
    Beginning
balance
    Net income *2     Other
comprehensive
income *3
    Purchases     Sales and
settlements
    Transfers to
Level 3
    Transfers out
of Level 3 *4
    Other     Ending
balance
 

Assets:

                 
Financial assets required to be measured at FVPL                  

Debt securities

                 

Japanese corporate bonds

    38       -       -       -       -       -       -       (20     18  

Foreign corporate bonds

    3,377       220       -       12       -       -       -       (218     3,391  

Investment funds

    60,796       2,860       467       3,028       (1,860     -       -       -       65,291  

Equity securities

    6,789       439       1       777       -       -       -       -       8,006  

Derivative assets

                 

Equity contracts

    4,692       -       409       -       -       -       -       -       5,101  
Financial assets designated to be measured at FVPL                  

Debt securities

                 

Foreign corporate bonds

    3,541       277       -       1,740       -       -       -       -       5,558  
Financial assets required to be measured at FVOCI                  

Debt securities

                 

Japanese corporate bonds

    171,622       2       (3,315     -       -       -       -       -       168,309  

Foreign corporate bonds

    24,672       538       (16     7,964       (5,360     -       (1,487     -       26,311  

Securitized products

    40,591       1,162       9       4,759       (4,371     -       (3,568     -       38,582  
Financial assets designated to be measured at FVOCI                  

Equity securities

    324,028       -       29,049       2,153       (1,606     -       -       20       353,644  

Liabilities:

                 
Financial liabilities required to be measured at FVPL                  

Contingent consideration

    51,512       (18     4,243       932       (4,846     -       -       (140     51,683  
Financial liabilities designated to be measured at FVPL                  

Redeemable noncontrolling

interests

    47,326       238       3,235       1,306       (514     -       -       392       51,983  

 

*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 condensed 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 condensed consolidated statements of comprehensive income.

*4

Certain financial assets were transferred from Level 3 because observable market data became available.

 

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The changes in unrealized gains (losses) recognized in net income for Level 3 assets and liabilities held as of June 30, 2022 and 2023 are as follows:

 

     Yen in millions
                     Three months ended June 30                 
         2022           2023    

Assets:

    

Financial assets required to be measured at FVPL

    

Debt securities

    

Foreign corporate bonds

     49       220  

Investment funds

     3,262       2,882  

Equity securities

     (7     439  

Derivative assets

    

Equity contracts

     (120     -  

Financial assets designated to be measured at FVPL

    

Debt securities

    

Foreign corporate bonds

     35       277  

Financial assets required to be measured at FVOCI

    

Debt securities

    

Japanese corporate bonds

     -       2  

Foreign corporate bonds

     608       538  

Securitized products

     186       1,162  

Liabilities:

    

Financial liabilities required to be measured at FVPL

    

Contingent consideration

     (84     18  

Financial liabilities designated to be measured at FVPL

    

Redeemable noncontrolling interests

     416       (238

Gains (losses) recognized in net income are included in financial services revenue, other operating (income) expense, net, financial income and financial expenses in the condensed consolidated statements of income.

 

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(2)

Financial instruments measured at amortized cost

The fair values by fair value hierarchy level of certain financial instruments that are measured at amortized cost as of March 31, 2023 and June 30, 2023 are summarized as follows:

 

     Yen in millions
     March 31, 2023 (Restated)
     Fair value    Carrying
amount
         Level 1            Level 2          Level 3        Total      Total

Assets:

              

Debt securities

              

Foreign corporate bonds

     -          4,814          -          4,814          4,796    

Securitized products

     -          -          324,153          324,153          331,354    

Other

     -          41          1,173          1,214          1,224    

Housing loans in the banking business

     -          -          3,184,060          3,184,060          3,129,393    
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total assets

     -          4,855          3,509,386          3,514,241          3,466,767    
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Liabilities:

              

Long-term debt including the current portion

             -          1,343,077          67,844          1,410,921          1,423,392    

Investment contract liabilities

     -          55,523          -          55,523          55,779    
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total liabilities

     -          1,398,600          67,844          1,466,444          1,479,171    
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

     Yen in millions
     June 30, 2023
     Fair value    Carrying
amount
         Level 1            Level 2          Level 3        Total      Total

Assets:

              

Debt securities

              

Foreign corporate bonds

     -          3,281          -          3,281          3,262    

Securitized products

     -          -          347,789          347,789          353,651    

Other

     -          41          1,236          1,277          1,276    

Housing loans in the banking business

     -          -          3,271,665          3,271,665          3,235,606    
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total assets

     -          3,322          3,620,690          3,624,012          3,593,795    
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Liabilities:

              

Long-term debt including the current portion

             -          1,361,570          68,861          1,430,431          1,443,688    

Investment contract liabilities

     -          57,736          -          57,736          57,943    
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total liabilities

     -          1,419,306          68,861          1,488,167          1,501,631    
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

The table above does not include financial instruments measured at amortized cost whose carrying amounts approximate their fair values mainly due to their short-term nature.

The fair values of long-term debt, including the current portion classified as Level 2, were estimated mainly based on discounted future cash flows using Sony’s current rates for similar liabilities.

The fair values of investment contract liabilities classified as Level 2 were determined by using the present value of expected cash flows based on risk-free interest rate yield curves adjusted for items such as credit risk.

Financial instruments classified as Level 3 mainly include housing loans in the banking business, securitized products and certain bonds issued by Sony. In determining the fair value of such financial instruments, Sony uses the present value of expected cash flows based on risk-free interest rate yield curves adjusted for items such as credit risk.

 

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6.

Insurance contracts in the Financial Services segment

 

(1)

Changes in liabilities for remaining coverage and liabilities for incurred claims

The tables below show the changes in liabilities for remaining coverage and liabilities for incurred claims for the three months ended June 30, 2022 and 2023.

 

     Yen in millions  
     Liabilities for remaining coverage     Liabilities for
incurred claims
*4
    Total  
     Excluding loss
component
    Loss component  

Balance as of April 1, 2022

        

Insurance contract assets *1

     (84,000     -       28,670       (55,330

Insurance contract liabilities *2*3

     13,004,073       53,820       126,778       13,184,671  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net carrying amounts

     12,920,073       53,820       155,448       13,129,341  
  

 

 

   

 

 

   

 

 

   

 

 

 

Insurance revenue

     (135,570     -       -       (135,570

Insurance service expenses

     26,504       (1,560     64,562       89,506  
  

 

 

   

 

 

   

 

 

   

 

 

 

Insurance service result

     (109,066     (1,560     64,562       (46,064

Insurance finance expenses (income)

     (744,404     2,365       83       (741,956
  

 

 

   

 

 

   

 

 

   

 

 

 

Total amounts recognized in comprehensive income

     (853,470     805       64,645       (788,020

Investment component excluded from insurance
revenue and insurance service expenses

     (188,738     -       188,738       -  

Cash flows

     342,803       -       (249,365     93,438  

Other

     (174     74       94       (6
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of June 30, 2022

        

Insurance contract assets *1

     (93,982     -       29,061       (64,921

Insurance contract liabilities *2*3

     12,314,476       54,699       130,499       12,499,674  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net carrying amounts

     12,220,494       54,699       159,560       12,434,753  
  

 

 

   

 

 

   

 

 

   

 

 

 
     Yen in millions  
     Liabilities for remaining coverage     Liabilities for
incurred claims
*4
    Total  
     Excluding loss
component
    Loss component  

Balance as of April 1, 2023

        

Insurance contract assets *1

     (93,283     -       32,532       (60,751

Insurance contract liabilities *2*3

     12,331,738       51,840       126,452       12,510,030  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net carrying amounts

     12,238,455       51,840       158,984       12,449,279  
  

 

 

   

 

 

   

 

 

   

 

 

 

Insurance revenue

     (142,750     -       -       (142,750

Insurance service expenses

     29,201       360       67,805       97,366  
  

 

 

   

 

 

   

 

 

   

 

 

 

Insurance service result

     (113,549     360       67,805       (45,384

Insurance finance expenses (income)

     458,813       1,813       230       460,856  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total amounts recognized in comprehensive income

     345,264       2,173       68,035       415,472  

Investment component excluded from insurance
revenue and insurance service expenses

     (193,974     -       193,974       -  

Cash flows

     374,345       -       (255,569     118,776  

Other

     (17     (40     (955     (1,012
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of June 30, 2023

        

Insurance contract assets *1

     (91,382     -       32,050       (59,332

Insurance contract liabilities *2*3

     12,855,455       53,973       132,419       13,041,847  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net carrying amounts

     12,764,073       53,973       164,469       12,982,515  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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*1

Insurance contract assets are included in other current assets or other non-current assets in the condensed consolidated statements of financial position.

*2

The current portion of insurance contract liabilities is included in other current liabilities in the condensed consolidated statements of financial position.

*3

As of April 1, 2022, June 30, 2022, April 1, 2023 and June 30, 2023, the carrying amount of the current portion of insurance contract liabilities was 141,796 million yen, 148,236 million yen, 145,057 million yen and 153,612 million yen, respectively, and the carrying amount of the non-current portion of insurance contract liabilities was 13,042,875 million yen, 12,351,438 million yen, 12,364,973 million yen and 12,888,235 million yen, respectively.

*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.

 

(2)

Supplemental insurance contracts information

The principal information related to insurance contracts as of March 31, 2023 is as follows:

Significant judgments and estimates for insurance contracts

 

i)

Measurement methods and inputs for insurance contracts

The methods and main inputs used to measure insurance contracts are as follows:

 

     As of March 31, 2023  
     Weighted average (%)  

Mortality rates

     1.03

Lapse and surrender rates

     3.15

Sony estimates the mortality and morbidity rates based on the most recent actual outcomes and analyzes the historical experience and trends in data using statistical methods. When estimating the mortality and morbidity rates for each group of insurance contracts, Sony takes into account the characteristics of policyholders including gender, health conditions and smoking habits and the characteristics of the group of insurance contracts such as the selective effects over time. The estimates are revised in a timely manner to reflect changes in lifestyle, as well as changes in social conditions such as improvement of mortality and morbidity rates in the future.

Sony estimates the lapse and surrender rates based on the most recent actual outcomes and determines the probability-weighted lapse and surrender rates for each group of insurance contracts by analyzing historical experience and trends in data using statistical methods. Lapse and surrender rates are estimated, taking into account both ordinary and dynamic lapses, and reflect the tendency to higher surrender rates when the yield on contracts increases or exceeds the guaranteed minimum for certain insurance contracts. In determining the lapse and surrender rates, historical actual data is considered. If there is no or little historical actual data, the actual results of similar products as well as domestic and overseas practical trends are used as reference.

Sony projects estimates of future expenses based on the current expense levels. The expenses comprise expenses directly attributable to the group of insurance contracts, including the allocation of fixed and variable overhead expenses. In addition, Sony applies inflation adjustments to the estimated expenses in future.

 

ii)

Discretionary participation features of future cash flows

For certain participating insurance contracts other than direct participating contracts, the effect of discretionary changes on the fulfillment cash flows is adjusted in the contractual service margin. Although Sony has discretionary participation features related to the investment policy for these contracts, the investment policy is established based on the market conditions. Therefore, the effect of changes in assumptions that relate to financial risk on the investment policy is included in insurance finance income or expenses. In addition, since the dividend policy can be changed at Sony’s discretion, the effect of changes in the dividend policy on the fulfillment cash flows is adjusted in the contractual service margin.

 

iii)

Risk adjustments for non-financial risk

Risk adjustments for non-financial risk are determined to reflect the compensation that each insurance subsidiary would require for bearing non-financial risk, and are allocated to groups of insurance contracts based on an analysis of the risk profiles of the groups. Risk adjustments for non-financial risk reflect the diversification benefits, in a way that is consistent with the compensation that the insurance company would require and that reflects its degree of risk aversion.

 

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The risk adjustments for non-financial risk are determined mainly using a cost of capital technique. In applying a cost of capital technique, Sony determines the risk adjustment for non-financial risk by applying a cost-of-capital rate to the amount of capital required for each future reporting date and discounting the result using risk-free rates adjusted for illiquidity. The required capital is determined by estimating the probability distribution of the present value of future cash flows from insurance contracts at each future reporting date and calculating the capital that Sony would require to meet its contractual obligations to pay claims and expenses at a 99.5% confidence level for one year. The cost-of-capital rate represents the additional reward that investors require for exposure to the non-financial risk. The weighted average cost of capital of Sony for the fiscal year ended March 31, 2023 was 3.0%.

In addition, the risk adjustments determined by applying a cost of capital technique for the fiscal year ended March 31, 2023 correspond to the confidence level of 86.0% (time horizon: the life of the insurance contracts).

 

iv)

Discount rates

All cash flows are discounted using risk-free yield curves adjusted to reflect the characteristics of the cash flows and the liquidity of the insurance contracts. Sony determines the risk-free yield curves using the yields on government bonds. The yield curve is determined by incorporating long-term real interest rate and inflation expectations. Regarding extrapolation for the periods in which market data is not available, a method using an ultimate forward rate is applied. Specifically, Sony uses an ultimate forward rate of 3.5% and starts extrapolation in the 40th year (or the 30th year for U.S. dollar). The forward rates for the 41st year (or the 31st year for U.S. dollar) and onwards are extrapolated so that they will converge to the level of the ultimate forward rate in 30 years, using the Smith-Wilson method. To reflect the liquidity characteristics of the insurance contracts, the risk-free yield curves are adjusted by an illiquidity premium. Illiquidity premiums are determined by setting up a reference portfolio of Sony’s assets.

The table below sets out the yield curves used to discount the cash flows of insurance contracts for major currencies (converted at the spot rate).

 

    

As of March 31, 2023

    

Yield curve (%)

Term

  

JPY

  

USD

1 year

   (0.10)%    4.73%

5 years

   0.11%    3.65%

10 years

   0.40%    3.54%

20 years

   1.10%    4.00%

30 years

   1.36%    3.71%

40 years

   1.50%    3.54%

 

v)

Investment components

Sony identifies the investment component of an insurance contract by determining the amount that it is required to repay to the policyholder in all circumstances, regardless of whether an insured event occurs or not. These include circumstances in which an insured event occurs, or the contract matures or is terminated without an insured event occurring. Investment components are excluded from insurance revenue and insurance service expenses.

 

vi)

Determination of coverage units

The amount of the CSM of a group of insurance contracts that is recognized as insurance revenue in each period is determined by identifying the coverage units in the group and recognizing in profit or loss the amount of the CSM allocated to the coverage units provided during the current period. The number of coverage units is determined by considering for each contract the quantity of benefits provided and its expected coverage period. Specifically, Sony determines the quantity of benefits based on:

 

  -

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).

Sony considers the characteristics of insurance contracts and aggregates quantities of benefits related to insurance coverage, investment-return services and investment-related services when determining the relative weighting of the benefits provided to the policyholder by these services.

 

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Timing of when the CSM is expected to be recognized in profit or loss

The table below shows when Sony expects to recognize the CSM in profit or loss for insurance contracts not measured under the PAA as of March 31, 2023.

 

     Yen in millions  
     Within
1 year
     More than
1 year,
within
2 years
     More than
2 years,
within
3 years
     More than
3 years,
within
4 years
     More than
4 years,
within
5 years
     More than
5 years,
within
10 years
     More
than
10 years
     Total  

Contractual service margin

     120,412        112,562        105,060        97,082        89,903        367,009        1,160,589        2,052,617  

Disclosure of transition to IFRS 17

Upon transition to IFRS 17 as of April 1, 2022, Sony determined that it would be impracticable to apply the full retrospective approach to certain groups of insurance contracts, as the necessary information was unavailable due to restrictions of contract data and systems in the past or it was impossible to recreate past estimation without the use of hindsight. Sony has applied alternative transition methods (the modified retrospective approach or the fair value approach) to groups of insurance contracts for which the full retrospective approach is impracticable as of the date of the transition.

Sony has applied the following approaches on 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

Modified retrospective approach

The objective of the modified retrospective approach was to achieve the closest outcome to retrospective application possible using reasonable and supportable information available without undue cost or effort. Sony has applied each of the following modifications only to the extent that it did not have reasonable and supportable information to apply IFRS 17 retrospectively.

Sony has applied the following modifications to certain groups of insurance contracts:

 

  -

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.

After applying such modifications to fulfillment cash flows, the CSM (or the loss component) on initial recognition was determined as follows:

 

  -

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.

 

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Fair value approach

Under the fair value approach, the CSM (or the loss component) as of April 1, 2022 was determined as the difference between the fair value of a group of insurance contracts and the fulfillment cash flows at that date.

For all insurance contracts measured under the fair value approach, Sony used reasonable and supportable information available as of April 1, 2022 to determine the following matters:

 

  -

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.

For groups of contracts measured under the fair value approach, the discount rates on initial recognition were determined as of April 1, 2022 instead of at the date of initial recognition.

For all insurance contracts measured under the fair value approach, the amount of insurance finance income or expenses recognized in accumulated other comprehensive income as of April 1, 2022 was determined to be zero.

The effects of transition to IFRS 17 on Sony’s consolidated financial statements are as follows:

 

(i)

CSM by transition approach

Upon transition to IFRS 17, Sony applied either the modified retrospective approach or the fair value approach for groups of insurance contracts where it was impracticable to apply IFRS 17 retrospectively. The balances of CSM by transition approach as of March 31, 2023 are as follows:

 

     Yen in millions  
     March 31, 2023  

Contracts under the modified retrospective transition approach

     864,530  

Contracts under the fair value transition approach

     58,008  

New contracts and contracts measured under the full retrospective approach at transition

     1,130,079  
  

 

 

 

Total

     2,052,617  
  

 

 

 

 

(ii)

Redesignation of financial assets at the initial application of IFRS 17

At the initial application of IFRS 17, Sony redesignated the measurement method of certain financial assets in order to mitigate accounting mismatches arising from the assets and liabilities in the insurance business. Mainly in the life insurance business, Sony mitigates accounting mismatches by designating certain debt securities to be measured at FVPL, consistent with insurance finance income or expenses incurred from certain variable life insurance and individual variable annuity contracts.

Sony applied IFRS 9 before its initial application of IFRS 17 and redesignated the financial assets based on the facts and circumstances existing at the date of the initial application of IFRS 17 (April 1, 2023). For financial assets derecognized in the period from the date of transition to IFRS 17 (April 1, 2022) to the date of the initial application of IFRS 17, Sony applied the classification overlay approach and accounted for them based on the measurement method after redesignation. The table below shows the measurement method and carrying amounts of the financial assets affected by such redesignation before and after the application of IFRS 17 as of April 1, 2023.

 

    

Yen in millions

    

April 1, 2023

    

Before initial application

  

After initial application

    

Carrying amount

  

Carrying amount

Debt securities

     

Financial assets redesignated to be measured at FVPL*1

     

Japanese national / local government bonds and corporate bonds

   1,277,090    1,277,090

Foreign national / local government bonds and corporate bonds

   20,570    20,570

Financial assets redesignated to be measured at FVOCI*2

     

Japanese national / local government bonds and corporate bonds

   84,651    88,497

 

*1

These financial assets were measured at FVOCI before applying IFRS 17.

*2

These financial assets were measured at amortized cost before applying IFRS 17.

 

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7.

Stockholders’ equity

Supplemental comprehensive income information

Changes in accumulated other comprehensive income, net of tax, by component for the three months ended June 30, 2022 and 2023 are as follows:

 

     Yen in millions  
     Balance at
April 1, 2022
    Cumulative
effects of the
application of
new
accounting
standards
    Restated
balance at

April 1, 2022
    Restated other
comprehensive
income
attributable to
Sony Group
Corporation’s
stockholders
    Transfer to
retained
earnings
    Restated
balance at

June 30, 2022
 

Changes in equity instruments measured at fair value through other comprehensive income

     27,412       -       27,412       (2,118     -       25,294  

Changes in debt instruments measured at fair value through other comprehensive income

     847,833       11,204       859,037       (571,849     -       287,188  

Cash flow hedges

     6,034       -       6,034       (1,117     -       4,917  

Remeasurement of defined benefit pension plans

     -       -       -       116       (116     -  

Exchange differences on translating foreign operations

     337,678       -       337,678       243,894       -       581,572  

Insurance finance income (expenses)

     511       (1,911,861     (1,911,350     506,715       -       (1,404,635

Share of other comprehensive income of investments accounted for using the equity method

     2,864       -       2,864       2,887       -       5,751  

Other

     -       336       336       (76     -       260  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     1,222,332       (1,900,321     (677,989     178,452       (116     (499,653
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Yen in millions              
     Balance at
April 1, 2023
    Other
comprehensive
income
attributable to
Sony Group
Corporation’s
stockholders
    Transfer to
retained
earnings
    Balance at
June 30, 2023
             

Changes in equity instruments measured at fair value through other comprehensive income

     (9,152     (6,917     (1,577     (17,646    

Changes in debt instruments measured at fair value through other comprehensive income

     39,845       (72,542     -       (32,697    

Cash flow hedges

     18,413       (2,230     -       16,183      

Remeasurement of defined benefit pension plans

     -       (425     425       -      

Exchange differences on translating foreign operations

     513,203       284,137       -       797,340      

Insurance finance income (expenses)

     (1,183,634     20,517       -       (1,163,117    

Share of other comprehensive income of investments accounted for using the equity method

     6,563       3,289       -       9,852      

Other

     192       54       -       246      
  

 

 

   

 

 

   

 

 

   

 

 

     

Total

     (614,570     225,883       (1,152     (389,839    
  

 

 

   

 

 

   

 

 

   

 

 

     

 

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8.

Revenue

For the breakdown of sales and financial services revenue by segments, product categories and geographies, refer to Note 4.

 

9.

Reconciliation of the differences between basic and diluted EPS

Reconciliation of the differences between basic and diluted EPS for the three months ended June 30, 2022 and 2023 is as follows:

 

    

Yen in millions

    

  Three months ended June 30  

    

2022

Restated

  

2023

Net income attributable to Sony Group Corporation’s stockholders

   261,094      217,545  

Adjustment amount to net income attributable to Sony Group Corporation’s stockholders for diluted EPS computation

     

Zero coupon convertible bonds

   31      -  
  

 

  

 

Net income attributable to Sony Group Corporation’s stockholders for diluted EPS computation

   261,125      217,545  
  

 

  

 

    

Thousands of shares

    

Three months ended June 30

    

2022

Restated

  

2023

Weighted-average shares outstanding for basic EPS computation

   1,236,489      1,234,242  

Effect of dilutive securities:

     

Stock options and other

   4,005      4,121  

Zero coupon convertible bonds

   4,992      -  
  

 

  

 

Weighted-average shares for diluted EPS computation

   1,245,486      1,238,363  
  

 

  

 

    

Yen

    

Three months ended June 30

    

2022

Restated

  

2023

Basic EPS

   211.16      176.26  
  

 

  

 

Diluted EPS

   209.66      175.67  
  

 

  

 

Potential shares of common stock which were excluded from the computation of diluted EPS for the three months ended June 30, 2022 and 2023 were 6,759 thousand shares and 7,072 thousand shares, respectively, which consisted of stock options.

 

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10.

Purchase commitments, contingent liabilities and other

 

(1)

Loan commitments

Subsidiaries in the Financial Services segment have lines of credit in accordance with loan agreements with their customers. As of March 31, 2023 and June 30, 2023, the total unused portion of the lines of credit extended under these contracts was 35,831 million yen and 33,553 million yen, respectively.

 

(2)

Purchase commitments

Purchase commitments as of March 31, 2023 and June 30, 2023 amounted to 1,084,774 million yen and 1,100,887 million yen, respectively. The amount of these purchase commitments covers the purchase consideration for property, plant and equipment, intangible assets, other goods and other services. The major components of these purchase commitments are as follows:

Certain subsidiaries in the Pictures segment have entered into agreements with creative talent for the development and production of motion pictures and television programming as well as agreements with third parties to acquire completed motion pictures, or certain rights therein, and to acquire the rights to broadcast certain live action sporting events. These agreements cover various periods mainly within four years from the end of each period. As of March 31, 2023 and June 30, 2023, these subsidiaries were committed to make payments under such contracts of 125,098 million yen and 106,460 million yen, respectively.

Certain subsidiaries in the Music segment have entered into contracts with recording artists, songwriters and companies for the future production, distribution and/or licensing of music products. These contracts cover various periods mainly within five years from the end of each period. As of March 31, 2023 and June 30, 2023, these subsidiaries were committed to make payments of 193,576 million yen and 241,524 million yen, respectively, under such contracts.

Certain subsidiaries in the G&NS segment have entered into long-term contracts for the development, distribution and publishing of game software. These contracts cover various periods mainly within six years from the end of each period. As of March 31, 2023 and June 30, 2023, these subsidiaries were committed to make payments of 31,298 million yen and 31,281 million yen, respectively, under such contracts.

In addition to the above, Sony has entered into purchase contracts for property, plant and equipment and intangible assets. As of March 31, 2023 and June 30, 2023, Sony has committed to make payments of 292,608 million yen and 306,366 million yen, respectively, under such contracts.

Sony has entered into purchase contracts for materials. As of March 31, 2023 and June 30, 2023, Sony has committed to make payments of 288,260 million yen and 277,110 million yen, respectively, under such contracts.

 

(3)

Litigation

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.

 

(4)

Guarantees

Sony has issued guarantees that contingently require payments to guaranteed parties if certain specified events or conditions occur. The maximum potential amount of future payments under these guarantees as of March 31, 2023 and June 30, 2023 amounted to 458 million yen and 515 million yen, respectively.

 

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(2) Other Information

i) Dividends declared

A year-end cash dividend for Sony Group Corporation’s common stock was approved at the Board of Directors meeting held on April 28, 2023 as below:

1. Total amount of year-end cash dividends:

49,380 million yen

2. Amount of year-end cash dividends per share:

40.00 yen

3. Payment date:

June 5, 2023

Note: Year-end cash dividends were distributed to the shareholders recorded or registered as the holders or pledgees of shares in Sony Group Corporation’s register of shareholders as of the end of March 31, 2023.

ii) Litigation

For the legal proceedings, please refer to “IV Financial Statements – Notes to Condensed Consolidated Financial Statements – 10. Purchase commitments, contingent liabilities and other”.

 

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