Form 20-F X
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Form 40-F __
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SONY CORPORATION
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(Registrant)
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By: /s/ Hiroki Totoki
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(Signature)
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Hiroki Totoki
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Senior Executive Vice President and
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Chief Financial Officer
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(by the representative corporate executive officer)
Execution of the company split agreement
Effective date of the company split (“Effective Date”)
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July 16, 2019
July 16, 2019
October 1, 2019 (scheduled)
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* |
Sony will perform the contemplated company split without obtaining shareholder approval of the company split agreement pursuant to the provisions of the “small-scale company split” set forth in Paragraph 2 of Article 784 of the
Companies Act of Japan.
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Trade name
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Sony Corporation
(Splitting Company)
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NSF Engagement Corporation
(Successor Company)
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Location of head office
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7-1, Konan 1-chome, Minato-ku, Tokyo, Japan
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Minato-ku, Tokyo, Japan
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Title and name of Representative
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Kenichiro Yoshida
Representative Corporate Executive Officer |
Shigeru Hiromatsu
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Business
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Manufacture and sale of electronic and electrical machines and equipment
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Facility management services, general affairs services and other services
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Stated capital
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¥ 874,291 million
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¥ 100 million
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Date of incorporation
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May 7, 1946
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May 30, 2019
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Number of shares issued
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1,271,230,341 shares
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500,000 shares
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Fiscal year-end
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March 31
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March 31
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Major shareholders and shareholding ratios
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1.Citibank as Depositary Bank for Depositary Receipt Holders
9.41%
2.The Master Trust Bank of Japan, Ltd. (Trust Account)
6.98%
3.Japan Trustee Services Bank, Ltd. (Trust Account)
6.37%
4.JPMorgan Chase Bank 380055
3.11%
5.Japan Trustee Services Bank, Ltd. (Trust account 5)
2.10%
6.SSBTC CLIENT OMNIBUS ACCOUNT
1.69 %
7. JP Morgan Chase Bank 385151
1.65%
8. State Street Bank West Client-Treaty 505234
1.60%
9. Japan Trustee Service Bank, Ltd. (Trust account 7)
1.56%
10. Japan Trustee Service Bank, Ltd. (Trust account 1)
1.40%
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Sony Corporate Services (Japan) Corporation 100%
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Net assets
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¥ 4,436,690 million (consolidated) (Note)
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-
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Total assets
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¥ 20,981,586 million (consolidated)
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-
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Net assets per share
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¥ 2,995.31 (consolidated)
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-
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Net sales
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¥ 8,665,687 million (consolidated)
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-
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Operating income
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¥ 894,235 million (consolidated)
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-
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Ordinary income
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¥ 1,011,648 million (consolidated) (Note)
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-
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Net income
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¥ 916,271 million (consolidated) (Note)
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-
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Net income per share
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¥ 723.41 (consolidated) (Note)
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-
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Note: |
Because Sony prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States, “total equity,” “income before income taxes,” “net income attributable to shareholders of
Sony” and “net income attributable to shareholders of Sony per share” are stated in place of “net assets,” “ordinary income,” “net income” and “net income per share” respectively.
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(1)
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NSF-E’s resolution of the shareholder’s meeting to consolidate NSF-E’s 500,000 shares of common stock owned by SCOS which was originally allotted to SCOS by NSF-E, to 1 share.
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(2)
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Absorption-type company split between NSF-E and SCOS to transfer a portion of SCOS’s business related to general affairs, facility management, risk management, insurance solutions, travel management and
real estate management to NSF-E;
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(3)
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Absorption-type company split between NSF-E and Sony Storage Media Manufacturing Corporation (“SSMM”), a wholly-owned subsidiary of Sony, to transfer a portion of SSMM’s business related to general
affairs, facility management, risk management and real estate management to NSF-E;
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(4)
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Transfer of a portion of business related to facility management of Sony Global Manufacturing & Operations Corporation, a wholly-owned subsidiary of Sony, to NSF-E; and
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(5)
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For the purpose of making NSF-E a joint venture between NTT Facilities and SCOS (NTT Facilities: 66%, SCOS: 34%), (i) transfer of all of the NSF-E shares received by Sony as part of the consideration for
the absorption-type company split between NSF-E to SCOS and (ii) transfer by SCOS to NSF-E of a portion of the NSF-E shares that it owns.
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Sales and
operating
revenue
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Operating
income
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Income before
income taxes
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Net income attributable
to Sony Corporation’s
stockholders
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Consolidated financial
forecast for the fiscal year
ending March 31, 2020
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8,800
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810
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770
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500
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Consolidated financial
results for the fiscal year
ended March 31, 2019
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8,666
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894
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1,012
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916
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