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Related party transactions
12 Months Ended
Mar. 31, 2013
Related party transactions
5. Related party transactions

Sony accounts for its investments in affiliated companies over which Sony has significant influence under the equity method. In addition, investments in general partnerships in which Sony does not have a controlling interest and limited partnerships are also accounted for under the equity method if more than minor influence over the operation of the investee exists (generally through more than 3-5% ownership).

During fiscal year ended March 31, 2012, Sony Corporation acquired the remaining interests in Sony Ericsson Mobile Communications AB (“Sony Ericsson”) and sold all of its shares of S-LCD Corporation (“S-LCD”), both of which were considered significant equity affiliates. There are no remaining individually significant investments following these transactions.

The summarized combined financial information that is based on information provided by the equity investees including information for significant equity affiliates and the reconciliation of such information to the consolidated financial statements is shown below:

Balance Sheets

 

     Yen in millions  
     March 31  
     2012     2013  

Current assets

     167,786        254,606   

Noncurrent assets

     168,143        513,104   

Current liabilities

     93,535        205,749   

Noncurrent liabilities and noncontrolling interests

     79,513        308,410   

Percentage of ownership in equity investees

     20%-50     20%-50

Statements of Income

 

     Yen in millions  
     Fiscal year ended March 31, 2011  
     Sony
Ericsson
    S-LCD     Others     Total  

Net revenues

     673,464        807,955        268,604        1,750,023   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     16,453        12,527        17,630        46,610   

Other income (expense), net

     (1,572     (4,119    
  

 

 

   

 

 

     

Income (loss) before income taxes

     14,881        8,408       

Income tax (expense) benefit

     (6,065     3,094       

Net income (loss) attributable to noncontrolling interests

     (520           
  

 

 

   

 

 

     

Net income (loss) attributable to controlling interests

     8,296        11,502        8,895        28,693   

Percentage of ownership in equity investees

     50     50     20%-50  

Equity in net income (loss) of affiliated companies, before consolidating and reconciling adjustments

     4,148        5,751       

Consolidating and reconciling adjustments:

        

Other

     7        1,463       
  

 

 

   

 

 

     

Equity in net income (loss) of affiliated companies

     4,155        7,214        2,693        14,062   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     Yen in millions  
     Fiscal year ended March 31, 2012  
     Sony
Ericsson
    S-LCD     Others     Total  

Net revenues

     475,898        146,002        123,610        745,510   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (44,239     (4,644     5,247        (43,636

Other income (expense), net

     4,504        (3,098    
  

 

 

   

 

 

     

Income (loss) before income taxes

     (39,735     (7,742    

Income tax (expense) benefit

     (73,054     (374    

Net income (loss) attributable to noncontrolling interests

     (2,729           
  

 

 

   

 

 

     

Net income (loss) attributable to controlling interests

     (115,518     (8,116     950        (122,684

Percentage of ownership in equity investees

     50     50     20%-50  

Equity in net income (loss) of affiliated companies, before consolidating and reconciling adjustments

     (57,759     (4,058    

Consolidating and reconciling adjustments:

        

Impairment loss including translation adjustments

            (60,019    

Other

     79        (1    
  

 

 

   

 

 

     

Equity in net income (loss) of affiliated companies

     (57,680     (64,078     61        (121,697
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     Yen in millions  
         Fiscal year ended March 31, 2013      

Net revenues

     193,405   

Operating income (loss)

     (14,759

Net income (loss) attributable to controlling interests

     (26,026

Percentage of ownership in equity investees

     20%-50

Sony Ericsson, a 50/50 joint venture with Telefonaktiebolaget LM Ericsson (“Ericsson”) focused on mobile phone handsets, was established in October 2001 and was included in affiliated companies accounted for under the equity method through February 15, 2012. On February 15, 2012, Sony Corporation acquired Ericsson’s 50 percent stake in Sony Ericsson, making the mobile handset business a wholly-owned subsidiary of Sony Corporation. Refer to Note 24.

S-LCD, a joint venture with Samsung Electronics Co., Ltd. (“Samsung”) focused on manufacturing amorphous TFT panels, was established in April 2004 with Sony’s ownership interest of 50% minus 1 share. S-LCD was strategic to Sony’s television business as it provided a source of high quality large screen LCD panels to differentiate Sony’s Bravia LCD televisions. In June 2011, S-LCD decreased its capital stock by 0.6 trillion Korean won and Sony received a cash distribution of 22,100 million yen from S-LCD. However, LCD panel and television market conditions became increasingly challenging and in order to respond to the situation and to strengthen their respective market competitiveness, Sony and Samsung agreed to shift to a new LCD panel business alliance in December 2011. As a result of this agreement, on January 19, 2012, Sony sold to Samsung all of its shares of S-LCD, and received cash consideration of 71,986 million yen (1.07 trillion Korean won) from Samsung. Following the transaction S-LCD was no longer an equity affiliate. During the fiscal year ended March 31, 2012, Sony recorded a 60,019 million yen other-than-temporary impairment loss on its share of S-LCD, including the reclassification to net income of foreign currency translation adjustments and the impact of exchange rate fluctuations between the initial impairment loss and closing of the sale to Samsung. Cash proceeds from the sale of the investment in S-LCD are included in sales of securities investments in the consolidated statements of cash flows.

 

On June 29, 2012, an investor group which included a wholly owned subsidiary of Sony Corporation completed its acquisition of EMI Music Publishing. To effect the acquisition, the investor group formed DH Publishing, L.P. (“DHP”) which acquired EMI Music Publishing for total consideration of 2.2 billion U.S. dollars. Sony invested 320 million U.S. dollars in DHP, through Nile Acquisition LLC, for a 39.8% equity interest. Nile Acquisition LLC is a joint venture with the third party investor of Sony’s U.S. based music publishing subsidiary in which Sony holds a 74.9% ownership interest. In addition, DHP entered into an agreement with Sony’s U.S. based music publishing subsidiary in which the subsidiary provides administration services to DHP. Sony accounts for its interest in DHP under the equity method. DHP was determined to be a variable interest entity as described in Note 23.

On February 25, 2013, Sony sold 95,000 shares of its 886,908 shares of M3, Inc. (“M3”), a consolidated subsidiary of Sony, to a third party for cash consideration of 14,236 million yen, which is included within other in the investing activities section of the consolidated statements of cash flows. In connection with the sale, Sony recorded a gain of 122,160 million yen in other operating (income) loss, net in the consolidated statements of income for the fiscal year ended March 31, 2013. Of this gain, 117,216 million yen relates to the remeasurement to fair value, using M3’s closing stock price on the date of the sale, of the remaining 791,908 shares of M3 (49.8% of the issued and outstanding shares of M3) that Sony continues to own after the sale in accordance with the accounting guidance for deconsolidation of a subsidiary. Sony will remain a major shareholder of M3 and will continue to pursue opportunities to collaborate with M3 in certain business areas, including medical. Sony accounts for its remaining interest in M3 under the equity method.

The carrying value of Sony’s investment in M3 exceeded its proportionate share in the underlying net assets of M3 by 117,014 million yen at March 31, 2013. The excess is substantially attributable to the remeasurement to fair value of the remaining shares of M3, and allocated to identifiable tangible and intangible assets. The intangible assets relate primarily to M3’s medical web-portal. The unassigned residual value of the excess is recognized as goodwill as a component of the investment balance. The amounts allocated to intangible assets are amortized net of the related tax effects to equity in net income (loss) of affiliated companies over their respective estimated useful lives, principally 10 years, using the straight-line method.

With the exception of M3 as described above, there was no significant difference between Sony’s proportionate share in the underlying net assets of the investees and the carrying value of investments in affiliated companies at March 31, 2012 and 2013.

With the exception of the investment in M3 which is quoted on the Tokyo Stock Exchange and has a carrying and fair value at March 31, 2013 of 128,815 million yen and 144,048 million yen, respectively, there were no affiliated companies accounted for under the equity method with a market quotation at March 31, 2012 and 2013.

The number of affiliated companies accounted for under the equity method at March 31, 2012 and 2013 were 95 and 101, respectively.

Account balances and transactions with affiliated companies accounted for under the equity method are presented below:

 

     Yen in millions  
     March 31  
     2012      2013  

Accounts receivable, trade

     4,125         7,294   
  

 

 

    

 

 

 

Accounts payable, trade

     508         880   

Capital lease obligations

     39,080         27,485   
  

 

 

    

 

 

 

 

     Yen in millions  
     Fiscal year ended March 31  
     2011      2012      2013  

Sales

     96,164         79,677         18,565   
  

 

 

    

 

 

    

 

 

 

Purchases

     383,922         157,930         1,725   

Lease payments

             24,159         25,523   
  

 

 

    

 

 

    

 

 

 

SFI Leasing Company, Limited (“SFIL”), a leasing company in Japan, is accounted for under the equity method and 34% is owned by Sony after deconsolidation in November 2010. Sony entered into sale and leaseback transactions regarding certain machinery and equipment with SFIL in the fiscal years ended March 31, 2012 and 2013. Refer to Notes 8 and 24.

Dividends from affiliated companies accounted for under the equity method for the fiscal years ended March 31, 2011, 2012 and 2013 were 2,583 million yen, 1,964 million yen and 2,360 million yen, respectively.

During the fiscal year ended March 31, 2012 and prior to the sale of its shares of S-LCD, Sony paid additional LCD panel related expenses of 22,759 million yen (292 million U.S. dollars) resulting from low capacity utilization of S-LCD.