Form 6-K 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 October, 2004 Commission File Number: 001-06439 SONY CORPORATION (Translation of registrant's name into English) 7-35 KITASHINAGAWA 6-CHOME, SHINAGAWA-KU, TOKYO, 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 CORPORATION (Registrant) By:__ /s/ Katsumi Ihara (Signature) Katsumi Ihara Executive Deputy President, Group Chief Strategy Officer and Chief Financial Officer Date: October 28, 2004 List of materials Documents attached hereto: i) A press release regarding Consolidated Financial Results for the Second Quarter Ended September 30, 2004 Sony Corporation 6-7-35 Kitashinagawa Shinagawa-ku Tokyo 141-0001 Japan No: 04-054E 3:00 P.M. JST, October 28, 2004 Consolidated Financial Results for the Second Quarter Ended September 30, 2004 Tokyo, October 28, 2004 -- Sony Corporation today announced its consolidated results for the second quarter ended September 30, 2004 (July 1, 2004 to September 30, 2004). (Billions of yen, millions of U.S. dollars, except per share amounts) Second quarter ended September 30 2003 2004 Change in 2004* Yen Sales and operating Y1,797.0 Y1,702.3 -5.3% $15,336 revenue Operating income 33.2 43.4 +30.6 391 Income before 44.1 63.3 +43.6 570 income taxes Equity in net 2.9 6.1 +109.6 55 income of affiliated companies Net income 32.9 53.2 +61.6 479 Net income per share of common stock - Basic Y35.69 Y57.50 +61.1% $0.52 - Diluted 33.48 53.76 +60.6 0.48 * U.S. dollar amounts have been translated from yen, for convenience only, at the rate of Y111=U.S.$1, the approximate Tokyo foreign exchange market rate as of September 30, 2004. Unless otherwise specified, all amounts are on the basis of Generally Accepted Accounting Principles in the U.S. ("U.S. GAAP"). Consolidated Results for the Second Quarter Ended September 30, 2004 Sales and operating revenue ("sales") decreased 5.3% compared with the same quarter of the previous fiscal year; on a local currency basis sales decreased 2%. (For all references herein to results on a local currency basis, see Note I.) In the Electronics segment, although sales to outside customers increased 0.7%, overall sales decreased 2.5% due to a significant decline in intersegment sales to the Game segment resulting from the outsourcing of PlayStation 2 ("PS2") production to third parties in China. With respect to major products in the Electronics segment, as in the previous quarter of the current fiscal year, sales of flat panel and LCD rear projection televisions and digital still cameras increased, while sales of portable audio and CRT televisions decreased. Although there was an increase in sales of software, sales declined in the Game segment due to lower sales of hardware. In the Music segment, sales decreased because Sony BMG Music Entertainment ("Sony BMG"), a recorded music business joint venture formed with Bertelsmann AG, began to be accounted for by the equity method from August 2004 (please refer to note.) In the Pictures segment, there was an increase in sales mainly due to the contribution of theatrical revenues from Spider-Man 2. In the Financial Services segment, revenue decreased mainly due to a decrease in revenue at Sony Life Insurance Co., Ltd. ("Sony Life"). Operating income increased 30.6% (a 62% increase on a local currency basis) compared with the same quarter of the previous fiscal year. In the Electronics segment, operating income declined mainly due to a deterioration in the cost of sales ratio, the appreciation of the yen and an increase in restructuring charges. In the Game segment, although there was an increase in software sales revenue, a very small operating loss was recorded due to lower hardware sales. In the Pictures segment, operating income was recorded, compared to an operating loss in the previous fiscal year, due to the strong theatrical performance from Spider-Man 2 and higher revenue from home entertainment releases. In the Financial Services segment, operating income increased due to higher operating income at Sony Life. Restructuring charges, which were recorded as operating expenses, for the second quarter amounted to Y18.8 billion ($169 million) compared to Y9.7 billion in the same quarter of the previous fiscal year. In the Electronics segment, restructuring charges were Y15.6 billion ($141 million) compared to Y6.3 billion in the same quarter of the previous fiscal year. Income before income taxes increased 43.6% compared to the same quarter of the previous fiscal year. An improvement in the net effect of other income and other expenses was mainly the result of the recognition of a gain of Y9.0 billion ($81 million) from a change in interest from Monex Inc., an equity affiliate of Sony, following its business integration, by way of a share transfer, with Nikko Beans, Inc., and total gains of Y4.2 billion ($38 million) from the sale of stock and a change in interest in a subsidiary resulting from the initial public offering of So-net M3 Inc., a consolidated subsidiary of Sony Communications Network Corporation. The effective tax rate during the quarter was 25.6% as compared to 23.4% for the same quarter of the previous fiscal year. The effective tax rate was lower than the statutory tax rate in Japan during the quarter primarily due to the use of foreign tax credit carryforwards against taxable income recorded in the U.S. Equity in net income of affiliated companies of Y6.1 billion ($55 million) was recorded, a 109.6% increase from the same quarter of the previous fiscal year. Sony Ericsson Mobile Communications AB ("Sony Ericsson") contributed Y6.0 billion ($54 million) to equity in net income, a 50% increase from the same quarter of the previous year. In addition, equity in net income of affiliated companies for the second quarter of the current fiscal year reflects the two months of operating results for Sony BMG since its establishment. Mainly due to restructuring charges, an equity in net loss of Y1.4 billion ($12 million) was recorded from Sony BMG. Net income, as a result, increased 61.6% compared to the same quarter of the previous fiscal year. Remarks by Nobuyuki Idei, Chairman and Group CEO of Sony Corporation We achieved increased operating income for our consolidated results for this second quarter, primarily due to a significant improvement in the profitability of our Pictures business. Net income also increased significantly, partly due to the contribution of equity in net income of affiliated companies, primarily that from Sony Ericsson. With regard to the Electronics segment, in anticipation of the year-end sales season we are introducing competitive new products in such key categories as digital AV products, including our new line-up of flat panel televisions that are highly differentiated from those of our competitors. Within the Music segment, we saw the establishment in August of Sony BMG. This joint venture has already embarked on a process of restructuring, with the aim of improving profitability through enhanced management efficiencies and increased business size. Within the Pictures segment as well, Sony and our four consortium partners have entered into a definitive agreement for the purchase of Metro-Goldwyn-Mayer Inc. ("MGM"). Looking forward, we are working towards improved profitability by focusing strategic resources in key business areas, as well as making use of alliances with other companies. Operating Performance Highlights by Business Segment Note: As of August 1, 2004, Sony and Bertelsmann AG combined their recorded music businesses in a joint venture. The newly formed company, known as Sony BMG, is 50% owned by each parent company. Under U.S. GAAP, Sony BMG is accounted for by Sony using the equity method and, since August 1, 2004, 50% of net profits or losses of this business have been included under "Equity in net income (loss) of affiliated companies." In connection with the establishment of this joint venture, Sony's non-Japan based disc manufacturing and physical distribution businesses, formerly included within the Music segment, have been reclassified to the Electronics segment to recognize the new management reporting structure whereby Sony's Electronics segment has now assumed responsibility for these businesses. Results for the same quarter of the previous fiscal year in the Electronics and Music segments have been restated to account for this reclassification. In the Music segment, results for the second quarter of this fiscal year only include the results of Sony Music Entertainment Inc.'s ("SMEI") recorded music business for the month of July 2004, and the full quarter results of SMEI's music publishing business and Sony Music Entertainment (Japan) Inc. ("SMEJ"). However, results for the second quarter of the previous fiscal year in the Music segment include the consolidated results for SMEI's recorded music business for all three months of the quarter, as well as the full quarter results of SMEI's publishing business and SMEJ. Electronics (Billions of yen, millions of U.S. dollars) Second quarter ended September 30 2003 2004 Change in 2004 Yen Sales and operating Y1,243.8 Y1,213.3 -2.5% $10,931 revenue Operating income 43.2 7.2 -83.4 65 Unless otherwise specified, all amounts are on a U.S. GAAP basis. Sales decreased 2.5% (1% increase on a local currency basis) due to a significant decline in intersegment sales to the Game segment primarily due to the outsourcing of PS2 game console production to third parties in China. On the other hand, sales to outside customers increased 0.7% compared to the same quarter of the previous fiscal year. There was an increase in sales of several products within the Electronics segment including digital still cameras and flat panel televisions, which both experienced increased unit sales in all geographic areas due to an expanding market; and LCD rear projection televisions, which saw increased unit sales especially in the U.S. However, CRT televisions, faced with a shift in demand towards flat panel televisions, experienced a decline in sales, as did portable audio due to intense competition. Operating income decreased by Y36.0 billion, or 83.4% compared with the same quarter of the previous fiscal year. Although sales to outside customers increased, operating income decreased due to a deterioration in the cost of sales ratio as a result of falling prices, the appreciation of the yen, and an increase in restructuring charges. In addition, the effect of the reversal of certain previously provided patent related reserves in the same quarter of the previous fiscal year contributed to the decrease in operating income. With respect to products within the Electronics segment, the decrease in sales of portable audio and the decline in unit prices of DVD recorders, video cameras and flat panel televisions contributed to the decrease in operating income. Inventory, as of September 30, 2004, was Y688.5 billion ($6,203 million), a Y126.4 billion, or 22.5%, increase compared with the level as of September 30, 2003 and a Y81.6 billion, or 13.4%, increase compared with the level as of June 30, 2004. Note: In association with the business integration of Sony Group's semiconductor manufacturing businesses, it was decided to account for semiconductor manufacturing operations inventory, which was previously recorded in the Game segment, within the Electronics segment as of the quarter beginning July 1, 2004. (Regarding the integration of Sony Group's semiconductor manufacturing operations, please refer to note 6.) Game (Billions of yen, millions of U.S. dollars) Second quarter ended September 30 2003 2004 Change in Yen 2004 Sales and operating Y161.3 Y119.6 -25.8% $1,078 revenue Operating income (loss) 2.2 (0.0) - (0) Unless otherwise specified, all amounts are on a U.S. GAAP basis. Sales decreased 25.8% compared with the same quarter of the previous fiscal year (a 25% decrease on a local currency basis) due to a decrease in sales of hardware, despite an increase in sales of software. During the current quarter, in preparation for the launch of the new PS2 model, a strategic curtailment of production shipments of the current model, with a reduction in inventory of components, caused production shipments and inventory for the PS2 to significantly decrease when compared to the same quarter of the previous fiscal year. Hardware: In addition to a decline of PS2 unit sales in Japan, the U.S. and Europe as a result of the aforementioned reason, strategic price reductions of the PS2 in Japan, the U.S. and Europe resulted in a decline in hardware sales. Software: Although unit sales of and revenue from PlayStation software decreased, this was more than offset by an increase in the unit sales and revenue of PS2 software, resulting in an overall increase in software sales. Although software sales revenue decreased in Japan, revenue in the U.S. and Europe increased. A very small operating loss was recorded, compared to operating income of Y2.2 billion in the same quarter of the previous fiscal year, mainly due to a decrease in hardware sales, despite an increase in software sales revenue. Worldwide hardware production shipments:* --- PS2: 1.99 million units (a decrease of 6.79 million units) --- PS one: 0.60 million units (a decrease of 0.36 million units) Worldwide software production shipments:* --- PS2: 56 million units (an increase of 12 million units) --- PlayStation: 3 million units (a decrease of 7 million units) *Production shipment units of hardware and software are counted upon shipment of the products from manufacturing bases. Sales of such products are recognized when the products are delivered to customers. Inventory, as of September 30, 2004, was Y53.4 billion ($481 million), a Y140.2 billion, or 72.4%, decrease compared with the level as of September 30, 2003 and a Y58.1 billion, or 52.1%, decrease compared with the level as of June 30, 2004. (Regarding inventory, please refer to the note in the above Electronics segment.) Music (Billions of yen, millions of U.S. dollars) Second quarter ended September 30 2003 2004 Change in Yen 2004 Sales and operating Y99.8 Y58.4 -41.5% $526 revenue Operating income (5.9) 2.2 - 20 (loss) The amounts presented above are the sum of the yen-translated results of SMEI, a U.S. based operation which aggregates the results of its worldwide subsidiaries on a U.S. dollar basis, and the results of SMEJ, a Japan based operation which aggregates results in yen. In addition, please refer to the note at the top of page 3 regarding the establishment of Sony BMG. Sales decreased 41.5% compared with the same quarter of the previous fiscal year. Of the Music segment's sales, 38% were generated by SMEI, and 62% were generated by SMEJ. As noted above, due to the establishment of the Sony BMG joint venture, recorded music sales at SMEI in this year's second quarter include only the month of July 2004 as compared to a full three months in the same quarter of the previous fiscal year. Therefore, SMEI's results are not comparable with results in prior quarters. SMEJ: Sales increased 8% compared with the same quarter of the previous fiscal year mainly due to increased album and singles sales. Best selling albums during the quarter included Porno Graffitti's PORNO GRAFFITTI BEST BLUE'S and PORNO GRAFFITTI BEST RED'S. Operating income of Y2.2 billion ($20 million) was recorded during the quarter. Although both SMEI and SMEJ recorded improved operating results compared to the same quarter of the previous fiscal year, as noted above, SMEI's results are not comparable with results in prior quarters. SMEJ: Operating income increased compared to the same quarter of the previous fiscal year mainly due to the higher sales noted above and lower selling, general and administrative expenses resulting from reduced advertising and promotion expenses and personnel costs. Pictures (Billions of yen, millions of U.S. dollars) Second quarter ended September 30 2003 2004 Change in 2004 Yen Sales and operating Y187.4 Y191.7 + 2.3% $1,727 revenue Operating income (loss) (4.6) 27.4 - 247 The results presented above are a yen-translation of the results of Sony Pictures Entertainment ("SPE"), a U.S. based operation 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 are specified as being on "a U.S. dollar basis." Sales increased 2.3% compared with the same quarter of the previous fiscal year (9% increase on a U.S. dollar basis). Sales, on a U.S. dollar basis, increased primarily due to higher theatrical, home entertainment and pay television revenues from motion picture product. Led by the excellent box office performance of Spider-Man 2, the current quarter's theatrical revenues were higher, despite fewer films being released in the current fiscal year's second quarter. Home entertainment revenues benefited from the films Hellboy and 13 Going on 30 while pay television benefited from the prior year titles Bad Boys II and S.W.A.T. Revenues from television product declined slightly as higher DVD revenues from television library product were offset by the absence of a large television syndication sale, similar to last year's second quarter syndication sale of The King of Queens. Operating income of Y27.4 billion ($247 million) was recorded compared with an operating loss of Y4.6 billion in the same quarter of the previous fiscal year, an improvement of Y32 billion year-on-year. The current quarter received a substantial contribution from the strong results of Spider-Man 2 and lower marketing costs associated with the smaller film slate compared with the same quarter of the previous fiscal year, while results from the same quarter of the previous fiscal year included losses on certain films, most notably Gigli. The contribution from home entertainment and pay television revenues discussed above also contributed to the current quarter's operating income performance, offset slightly by the decrease in revenues from television product. During the quarter, a consortium led by Sony Corporation of America ("SCA") and its equity partners, Providence Equity Partners, Texas Pacific Group, Comcast Corporation and DLJ Merchant Banking Partners, together with MGM, announced that they had entered into a definitive agreement under which the investor group will acquire MGM for $12.00 in cash per MGM share, plus the assumption of MGM's approximately $2.0 billion in debt for a total purchase price of approximately $4.9 billion. SCA will invest approximately $300 million and will be a minority investor. As part of this transaction, SPE will co-finance and produce new motion pictures with MGM as well as distribute MGM's existing film and television content through SPE's global distribution channels. Following the close of the transaction, MGM will continue to operate under the Metro-Goldwyn-Mayer name as a private company headquartered in Los Angeles and will be accounted for by Sony under the equity method. The acquisition is subject to MGM shareholder approval as well as regulatory approvals. Financial Services (Billions of yen, millions of U.S. dollars) Second quarter ended September 30 2003 2004 Change in Yen 2004 Financial Services Y154.4 Y125.9 -18.5% $1,134 revenue Operating income 11.3 14.9 +32.2 134 Unless otherwise specified, all amounts are on a U.S. GAAP basis. Financial Services revenue decreased 18.5% to Y125.9 billion ($1,134 million) compared with the same quarter of the previous fiscal year, mainly due to a decrease in revenue at Sony Life. Revenue at Sony Life decreased by Y27.9 billion or 20.9% to Y105.9 billion ($954 million) compared with the same quarter of the previous fiscal year*. As of the third quarter beginning October 1, 2003, the method of recognizing insurance premiums received on certain products at Sony Life was changed from being recorded as revenues to being offset against the related provision for future insurance policy benefits. This change in revenue recognition method, which led to a decrease in revenue from insurance premiums, coupled with a deterioration in valuation gains and losses from investments, resulted in a decrease of revenue at Sony Life. Operating income increased by Y3.6 billion or 32.2% to Y14.9 billion ($134 million) compared with the same quarter of the previous fiscal year, mainly due to the losses recorded in the same quarter of the previous fiscal year by Sony Finance International Inc. associated with reorganization proceedings commenced by Crosswave Communications Inc. under the Corporate Reorganization Law of Japan during that quarter, and due to an increase in operating income at Sony Life. Despite a deterioration in valuation gains and losses from investments in the general account, operating income at Sony Life increased by Y1.7 billion or 10.6% to Y17.6 billion ($159 million), mainly due to an increase in life insurance-in-force, and a decrease in the amount accrued to future benefit reserves. Overall, the amount accrued to future benefit reserves decreased due to a change in the valuation rates relating to the reserves for newly acquired policies, although there was a partial increase as a result of the introduction, from the first quarter of the current financial year, of a new accounting policy (see note 9)*. *The Financial Services revenue and operating income at Sony Life are calculated on a U.S. GAAP basis. Therefore, they differ from the results that Sony Life discloses on a Japanese statutory basis. The above mentioned change in revenue recognition method did not have an impact on results on a Japanese statutory basis. Other (Billions of yen, millions of U.S. dollars) Second quarter ended September 30 2003 2004 Change in Yen 2004 Sales and operating revenue Y64.2 Y61.6 -4.0% $555 Operating loss (6.0) (1.6) - (15) Unless otherwise specified, all amounts are on a U.S. GAAP basis. Sales decreased 4.0% compared to the same quarter of the previous fiscal year. This was mainly the result of a decrease in intersegment sales at a Japanese subsidiary involved in the advertising agency business, in association with contract changes. However, sales increases were recorded at an animation production and marketing business and at an imported general merchandise retail business. An operating loss of Y1.6 billion ($15 million) was recorded, representing an improvement of Y4.4 billion compared with the operating loss of Y6.0 billion recorded in the same quarter of the previous fiscal year. This improvement was mainly due to the reduction of fixed costs, primarily from business realignments at several businesses in the segment. Operating Results for Major Affiliates Accounted for by the Equity Method The following operating results for significant companies accounted for by the equity method are not consolidated in Sony's consolidated financial statements. However, Sony believes that this disclosure provides additional useful analytical information to investors regarding operating performance. Sony Ericsson recorded sales for the quarter ended September 30, 2004 of Euro 1,678 million, representing a Euro 373 million or 29% increase compared to the same quarter of the previous fiscal year. Income before taxes was Euro 136 million and net income was Euro 90 million, which represent improvements of Euro 97 million (249%) and Euro 28 million (45%) respectively, when compared to the same quarter of the previous fiscal year. Higher sales, boosted by new mid and high-end GSM format products, and improved operational efficiency contributed to results. As a result, equity in net income of Y6.0 billion ($54 million) was recorded by Sony. Sony BMG recorded sales revenue of $733 million, a loss before income taxes of $26 million, and a net loss of $25 million for the two months subsequent to the establishment of the joint venture as of August 1, 2004. Restructuring charges of $30 million are included in these operating results. As a result, equity in net loss of Y1.4 billion ($12 million) was recorded by Sony. Cash Flow The following charts show Sony's unaudited condensed statements of cash flow on a consolidated basis for all segments excluding the Financial Services segment and for the Financial Services segment alone. These separate condensed presentations are not required under U.S. GAAP, which is used in Sony's consolidated financial statements. However, because the Financial Services segment is different in nature from Sony's other segments, Sony believes that these presentations may be useful in understanding and analyzing Sony's consolidated financial statements. Cash Flow - Consolidated (excluding Financial Services segment) (Billions of yen, millions of U.S. dollars) Six months ended September 30 Cash flow 2003 2004 Change in 2004 Yen - From operating Y0.3 Y35.0 Y +34.7 $315 activities - From investing (162.7) (330.1) -167.4 (2,973) activities - From financing 94.2 (25.6) -119.8 (231) activities Cash and cash 438.5 592.9 +154.4 5,342 equivalents at beginning of the fiscal year Cash and cash 352.0 290.1 -61.9 2,614 equivalents as of September 30 Operating Activities: During the six months ended September 30, 2004, there was an increase in notes and accounts receivable, trade and an increase in inventory within the Electronics segment resulting from increased production in anticipation of the year-end sales season. However, as a result of an increase in notes and accounts payable, trade, in addition to net income, excluding depreciation and amortization, recorded primarily in the Pictures segment, as well as a decrease in inventory in the Game segment, operating activities generated more cash than was used. Investing Activities: During the six months ended September 30, 2004, Sony made significant capital investments mainly concentrated in semiconductors, as well as investments associated with an amorphous TFT LCD panel manufacturing joint venture (named S-LCD Corporation) established with Samsung Electronics Co., Ltd. As a result, the total amount of cash flow from operating activities and from investing activities was a use of cash of Y295.1 billion ($2,658 million). Financing Activities: During the six months ended September 30, 2004, financing was carried out through the issuance of commercial paper. Sony also redeemed a portion of its long-term debt. Cash and Cash Equivalents: In addition to the aforementioned information, the total balance of cash and cash equivalents, accounting for the effect of foreign currency exchange rate fluctuations, decreased Y302.8 billion to Y290.1 billion ($2,614 million) as of September 30, 2004, compared to March 31, 2004. Cash Flow - Financial Services segment (Billions of yen, millions of U.S. dollars) Six months ended September 30 Cash flow 2003 2004 Change in 2004 Yen - From operating Y150.0 Y83.6 Y-66.4 $753 activities - From investing (213.1) (344.7) -131.5 (3,105) activities - From financing 74.7 164.3 +89.7 1,480 activities Cash and cash 274.5 256.3 -18.2 2,309 equivalents at beginning of the fiscal year Cash and cash 286.1 159.5 -126.5 1,437 equivalents as of September 30 Operating Activities: Operating activities generated more cash than was used due to an increase in income from insurance premiums and other, reflecting an increase in insurance-in-force. Investing Activities: As the result of the aforementioned increase in income from insurance premiums, and given higher interest rates, increased investment, particularly in domestic bonds, was carried out causing payments for investments and advances to exceed proceeds from sales of securities investments, maturities of marketable securities and collections of advances. Financing Activities: In addition to the increase in policy holders' accounts at Sony Life, and factors including an increase in the number of accounts, deposits from customers in the banking business increased. Cash and Cash Equivalents: As a result of the above, cash and cash equivalents decreased Y96.8 billion to Y159.5 billion ($1,437 million) as of September 30, 2004 compared to March 31, 2004. Notes Note I: During the second quarter ended September 30, 2004, the average value of the yen was Y108.9 against the U.S. dollar and Y132.8 against the euro, which was 7.0% higher against the U.S. dollar and 1.6% lower against the euro, compared with the average rates for the same quarter of the previous fiscal year. Operating results on a local currency basis described herein reflect sales and operating income obtained by applying the yen's average exchange rate in the same quarter of the previous fiscal year to local currency-denominated monthly sales, cost of sales, and selling, general and administrative expenses in the quarter. Local currency basis results are not reflected in Sony's financial statements and are not measures conforming with U.S. GAAP. In addition, Sony does not believe that these measures are a substitute for U.S. GAAP measures. However, Sony believes that local currency basis results provide additional useful analytical information to investors regarding operating performance. Note II: "Sales and operating revenue" in each business segment represents sales and operating revenue recorded before intersegment transactions are eliminated. "Operating income" in each business segment represents operating income recorded before intersegment transactions and unallocated corporate expenses are eliminated. Outlook for the Fiscal Year ending March 31, 2005 Sony's forecast for consolidated operating results for the fiscal year ending March 31, 2005 has been revised as per the table below (refer to note on page 3 and explanations below): Current Change from July Forecast previous year Forecast Sales and Y7,350 billion - 2% Y7,550 billion operating revenue Operating income 160 billion +62 160 billion Income before income taxes 170 billion +18 160 billion Net income 110 billion +24 100 billion Restructuring charges, as operating expenses, of approximately Y110 billion are included in the above forecast (the July forecast was approximately Y130 billion). Assumed foreign currency exchange rates for the second half of the fiscal year: approximately Y105 to the U.S. dollar, and approximately Y125 to the Euro. Our forecast for sales and operating revenue reflects the fact that, due to the establishment of Sony BMG, as of August 2004, SMEI's recorded music business, previously recorded in the Music segment, is no longer recorded in consolidated sales and operating revenue (please refer to the note at the top of page 3). Our forecast for operating income remains unchanged, as although restructuring charges are expected to decrease as shown above, the forecast takes into account both the aforementioned establishment of Sony BMG, and the anticipated difficult business environment for the second half of the fiscal year, primarily in the Electronics segment. The forecast for income before income taxes and net income takes into account the recording of a gain resulting from a change in equity interest following the business integration of Monex, Inc., an equity affiliate of Sony, and Nikko Beans, Inc., and the gain from the sale of subsidiaries' stock and subsequent change in equity interest resulting from the initial public offering of So-net M3 Inc., a consolidated subsidiary of Sony Communications Network Corporation (please refer to the description regarding Income before Income Taxes). There has been no change to our forecast, as of July 28, 2004, for capital expenditures, depreciation and amortization or research and development costs. Forecast Change from previous year Capital expenditures Y410 billion +8% (additions to fixed assets) Depreciation and amortization* 370 billion +1 (Depreciation expenses (290 billion) (+1) for tangible assets) * Including amortization of intangible assets and amortization of deferred insurance acquisition costs. Research and development expenses 550 billion +7 As of September 30, 2004, Sony had deferred tax assets on tax loss carry forwards in relation to Japanese local income taxes totaling Y89.3 billion. However, there is a possibility that, depending on future operating performance, Sony may establish a valuation allowance against part or all of its deferred tax assets that would be charged to income as an increase in tax expense. On the other hand, as of September 30, 2004, the U.S. subsidiaries of Sony had valuation allowances of Y91.8 billion against deferred tax assets for U.S. federal and certain state taxes. However, there is a possibility that, depending on future operating performance, as early as during the fiscal year ending March 31, 2005, Sony may reverse part of the valuation allowances that would be recognized into income as a reduction to tax expense. However, it should be noted that the forecast above does not include the possibility of the establishment of a valuation allowance against deferred tax assets in Japan, or the possibility of the reversal of valuation allowances against deferred tax assets in the U.S. For your reference, further details about valuation allowances against deferred tax assets can be found under the "Deferred tax asset valuation" section of "Critical Accounting Policies" in Item 5. Operating and Financial Review and Prospects of Sony Corporation's Form 20-F for the fiscal year ended March 31, 2004. URL:http://www.sec.gov/Archives/edgar/data/313838/000114554904000801/ 0001145549-04-000801-index.htm Cautionary Statement Statements made in this release 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," "may" or "might" 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 and beliefs in light of the information currently available to it. Sony cautions you 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 you should not place undue reliance on them. You 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) the global economic environment in which Sony operates, as well as the economic conditions in Sony's markets, particularly levels of consumer spending; (ii) exchange rates, particularly between the yen and the U.S. dollar, the euro and other currencies in which Sony makes significant sales or in which Sony's assets and liabilities are denominated; (iii) Sony's ability to continue to design and develop and win acceptance of its products and services, which are offered in highly competitive markets characterized by continual new product introductions, rapid development in technology and subjective and changing consumer preferences (particularly in the Electronics, Game, Music and Pictures segments); (iv) Sony's ability to implement successfully personnel reduction and other business reorganization activities in its Electronics, Music and Pictures segments; (v) Sony's ability to implement successfully its network strategy for its Electronics, Music, Pictures and Other segments and to develop and implement successful sales and distribution strategies in its Music and Pictures segments in light of the Internet and other technological developments; (vi) Sony's continued ability to devote sufficient resources to research and development and, with respect to capital expenditures, to correctly prioritize investments (particularly in the Electronics segment); (vii) the success of Sony's joint ventures and alliances; and (viii) the risk of being unable to obtain regulatory or shareholder approval to successfully complete the acquisition of MGM. Risks and uncertainties also include the impact of any future events with material unforeseen impacts. Business Segment Information (Unaudited) (Millions of yen, millions of U.S. dollars) Three months ended September 30 Sales and 2003 2004 Change 2004 operating revenue Electronics Customers Y 1,172,710 Y 1,181,030 +0.7% $ 10,640 Intersegment 71,109 32,297 291 Total 1,243,819 1,213,327 -2.5 10,931 Game Customers 155,752 114,874 -26.2 1,035 Intersegment 5,534 4,771 43 Total 161,286 119,645 -25.8 1,078 Music Customers 91,838 51,057 -44.4 460 Intersegment 7,938 7,347 66 Total 99,776 58,404 -41.5 526 Pictures Customers 187,410 191,742 +2.3 1,727 Intersegment 0 0 0 Total 187,410 191,742 +2.3 1,727 Financial Services Customers 147,785 119,643 -19.0 1,078 Intersegment 6,629 6,219 56 Total 154,414 125,862 -18.5 1,134 Other Customers 41,524 43,926 +5.8 396 Intersegment 22,626 17,677 159 Total 64,150 61,603 -4.0 555 Elimination (113,836) (68,311) - (615) Consolidated Y 1,797,019 Y 1,702,272 -5.3% $ 15,336 total Electronics intersegment amounts primarily consist of transactions with the Game business. Music intersegment amounts primarily consist of transactions with the Game and Pictures businesses. Other intersegment amounts primarily consist of transactions with the Electronics business. Operating income 2003 2004 Change 2004 (loss) Electronics Y 43,180 Y 7,186 -83.4% $ 65 Game 2,184 (11) - 0 Music (5,891) 2,173 - 20 Pictures (4,620) 27,418 - 247 Financial 11,256 14,881 +32.2 134 Services Other (5,999) (1,621) - (15) Total 40,110 50,026 +24.7 451 Unallocated (6,896) (6,641) - (60) corporate expenses and elimination Consolidated Y 33,214 Y 43,385 +30.6% $ 391 total Commencing April 1, 2004, Sony has partly realigned its business segment configuration. Results of the previous year have been reclassified to conform to the presentations for the current quarter (See Notes 5 and 6). (Millions of yen, millions of U.S. dollars) Six months ended September 30 Sales and 2003 2004 Change 2004 operating revenue Electronics Customers Y 2,235,228 Y 2,286,090 +2.3% $ 20,595 Intersegment 135,285 52,409 473 Total 2,370,513 2,338,499 -1.4 21,068 Game Customers 276,084 214,935 -22.1 1,936 Intersegment 10,448 10,075 91 Total 286,532 225,010 -21.5 2,027 Music Customers 178,109 139,314 -21.8 1,255 Intersegment 16,041 14,227 128 Total 194,150 153,541 -20.9 1,383 Pictures Customers 338,541 339,933 +0.4 3,063 Intersegment 0 0 0 Total 338,541 339,933 +0.4 3,063 Financial Services Customers 290,754 247,349 -14.9 2,228 Intersegment 13,307 12,137 110 Total 304,061 259,486 -14.7 2,338 Other Customers 82,083 86,789 +5.7 783 Intersegment 44,404 34,245 308 Total 126,487 121,034 -4.3 1,091 Elimination (219,485) (123,093) - (1,110) Consolidated Y 3,400,799 Y 3,314,410 -2.5% $ 29,860 total Electronics intersegment amounts primarily consist of transactions with the Game business. Music intersegment amounts primarily consist of transactions with the Game and Pictures businesses. Other intersegment amounts primarily consist of transactions with the Electronics business. Operating income 2003 2004 Change 2004 (loss) Electronics Y 58,014 Y 15,742 -72.9% $ 142 Game 3,945 (2,892) - (26) Music (12,957) (552) - (5) Pictures (7,017) 31,519 - 284 Financial 25,303 25,284 -0.1 228 Services Other (2,609) (2,403) - (22) Total 64,679 66,698 +3.1 601 Unallocated (14,793) (13,539) - (122) corporate expenses and elimination Consolidated Y 49,886 Y 53,159 +6.6% $ 479 total Commencing April 1, Sony has partly realigned its business segment configuration. Results of the previous year have been reclassified to conform to the presentations for the current quarter (See Notes 5 and 6). Electronics Sales and Operating Revenue to Customers by Product Category (Millions of yen, millions of U.S. dollars) Three months ended September 30 Sales and 2003 2004 Change 2004 operating revenue Audio Y 171,387 Y 147,025 -14.2% $ 1,324 Video 216,643 245,876 +13.5 2,215 Televisions 215,900 218,881 +1.4 1,972 Information and 206,346 181,712 -11.9 1,637 Communications Semiconductors 64,559 74,992 +16.2 676 Components 158,636 160,381 +1.1 1,445 Other 139,239 152,163 +9.3 1,371 Total Y 1,172,710 Y 1,181,030 +0.7% $ 10,640 Six months ended September 30 Sales and 2003 2004 Change 2004 operating revenue Audio Y 323,779 Y 281,411 -13.1% $ 2,535 Video 441,091 497,081 +12.7 4,478 Televisions 403,858 416,042 +3.0 3,748 Information and 394,487 355,755 -9.8 3,205 Communications Semiconductors 117,614 141,902 +20.7 1,278 Components 294,478 312,091 +6.0 2,812 Other 259,921 281,808 +8.4 2,539 Total Y 2,235,228 Y 2,286,090 +2.3% $20,595 The above table is a breakdown of Electronics sales and operating revenue to customers in the Business Segment Information on pages F-1 and F-2. The Electronics segment is managed as a single operating segment by Sony's management. However, Sony believes that the information in this table is useful to investors in understanding the product categories in this business segment. In addition, commencing April 1, 2004, Sony has partly realigned its product category configuration in the Electronics segment. Accordingly, results of the previous year have been restated. (See Note 7) Geographic Segment Information (Unaudited) (Millions of yen, millions of U.S. dollars) Three months ended September 30 Sales and 2003 2004 Change 2004 operating revenue Japan Y 536,588 Y 490,764 -8.5% $ 4,421 United States 517,994 457,670 -11.6 4,123 States Europe 377,410 360,270 -4.5 3,246 Other Areas 365,027 393,568 +7.8 3,546 Total Y 1,797,019 Y 1,702,272 -5.3% $ 15,336 Six months ended September 30 Sales and 2003 2004 Change 2004 operating revenue Japan Y 1,047,857 Y 975,396 -6.9% $ 8,787 Unites States 977,723 875,966 -10.4 7,892 Europe 724,208 735,603 +1.6 6,627 Other Areas 651,011 727,445 +11.7 6,554 Total Y 3,400,799 Y 3,314,410 -2.5% $29,860 Classification of Geographic Segment Information shows sales and operating revenue recognized by location of customers. Consolidated Statements of Income (Unaudited) (Millions of yen, millions of U.S. dollars, except per share amounts) Three months ended September 30 2003 2004 Change 2004 Sales and % operating revenue: Net sales Y 1,637,706 Y 1,568,026 $ 14,126 Financial 147,785 119,643 1,078 service revenue Other 11,528 14,603 132 operating revenue 1,797,019 1,702,272 -5.3 15,336 Costs and expenses: Cost of 1,209,126 1,184,124 10,668 sales Selling, 413,483 361,683 3,258 general and administrative Financial 132,474 105,216 948 service expenses Loss on 8,722 7,864 71 sale, disposal or impairment of assets, net 1,763,805 1,658,887 14,945 Operating income 33,214 43,385 +30.6 391 Other income: Interest and 3,903 3,109 28 dividends Royalty 10,802 11,458 103 income Foreign 2,065 - - exchange gain, net Gain on 2,870 1,337 12 sale of securities investments, net Gain on - 13,188 119 change in interest in subsidiaries and equity investee Other 7,443 5,834 53 27,083 34,926 315 Other expenses: Interest 7,319 7,031 64 Loss on 1,139 1,382 12 devaluation of securities investments Foreign - 251 2 exchange loss, net Other 7,780 6,386 58 16,238 15,050 136 Income before 44,059 63,261 +43.6 570 income taxes Income 10,301 16,203 146 taxes Income before 33,758 47,058 +39.4 424 minority interest, equity in net income of affiliated companies and cumulative effect of an accounting change Minority 1,627 (49) (0) interest in income (loss) of consolidated subsidiaries Equity in 2,912 6,103 55 net income of affiliated companies Income before 35,043 53,210 +51.8 479 cumulative effect of an accounting change Cumulative (2,117) - - effect of an accounting change (2003: Net of income taxes of Y0 million) Net income Y 32,926 Y 53,210 +61.6 $ 479 Per share data: Common stock Income before cumulative effect of an accounting change - Basic Y 37.99 Y - $ - - Diluted 35.60 - - Net income - Basic 35.69 57.50 +61.1 0.52 - Diluted 33.48 53.76 +60.6 0.48 Subsidiary tracking stock Net income (loss) - Basic (9.99) 4.25 - 0.04 (Millions of yen, millions of U.S. dollars, except per share amounts) Six months ended September 30 2003 2004 Change 2004 Sales and % operating revenue: Net sales Y 3,086,928 Y 3,039,147 $ 27,380 Financial 290,754 247,349 2,228 service revenue Other 23,117 27,914 252 operating revenue 3,400,799 3,314,410 -2.5 29,860 Costs and expenses: Cost of 2,268,278 2,287,395 20,607 sales Selling, 817,788 738,620 6,654 general and administrative Financial 261,500 222,510 2,005 service expenses Loss on 3,347 12,726 115 sale, disposal or impairment of assets, net 3,350,913 3,261,251 29,381 Operating income 49,886 53,159 +6.6 479 Other income: Interest and 10,031 8,090 73 dividends Royalty income 18,184 17,119 154 Foreign exchange 1,193 - - gain, net Gain on 11,396 2,026 18 sale of securities investments, net Gain on - 13,495 122 change in interest in subsidiaries and equity investee Other 20,294 12,683 114 61,098 53,413 481 Other expenses: Interest 13,474 14,558 131 Loss on 1,639 2,313 21 devaluation of securities investments Foreign - 5,934 53 exchange loss, net Other 16,041 13,892 125 31,154 36,697 330 Income before 79,830 69,875 -12.5 630 income taxes Income taxes 35,685 14,361 130 Income before 44,145 55,514 +25.8 500 minority interest, equity in net income (loss) of affiliated companies and cumulative effect of an accounting change Minority 1,166 572 5 interest in income of consolidated subsidiaries Equity in (6,815) 26,245 236 net income (loss) of affiliated companies Income before 36,164 81,187 +124.5 731 cumulative effect of an accounting change Cumulative (2,117) (4,713) (42) effect of an accounting change (2003: Net of income taxes of Y0 million) (2004: Net of income taxes of Y2,675 million) Net income Y 34,047 Y 76,474 +124.6 $ 689 Per share data: Common stock Income before cumulative effect of an accounting change - Basic Y 39.26 Y 87.70 +123.4 $ 0.79 - Diluted 37.33 82.29 +120.4 0.74 Net income - Basic 36.97 82.61 +123.5 0.74 - Diluted 35.22 77.58 +120.3 0.70 Subsidiary tracking stock Net income (loss) - Basic (17.96) 18.12 0.16 Additional Paid-in Capital and Retained Earnings (Unaudited) The following information shows change in additional paid-in capital for the six months ended September 30, 2003 and 2004 and change in retained earnings for the six months ended September 30, 2003 and 2004. Sony discloses this supplemental information in accordance with disclosure requirements of the Japanese Securities and Exchange Law, to which Sony, as a Japanese public company, is subject. (Millions of yen, millions of U.S. dollars) Six months ended September 30 2003 2004 2004 Additional Paid-in Capital: Balance, Y 984,196 Y 992,817 $ 8,944 beginning of year Conversion 3,984 26 0 of convertible bonds Exchange offerings 5,409 - - Reissuance (409) (342) (3) of treasury stock Balance Y 993,180 Y 992,501 $ 8,941 as of September 30 (Millions of yen, millions of U.S. dollars) Six months ended September 30 2003 2004 2004 Retained Earnings: Balance, Y 1,301,740 Y 1,367,060 $ 12,316 beginning of year Net income 34,047 76,474 689 Cash dividends (11,578) (11,573) (104) Reissuance - (237) (3) of treasury stock Common (28) (5) (0) stock issue costs, net of tax Balance Y 1,324,181 Y 1,431,719 $ 12,898 as of September 30 Consolidated Balance Sheets (Unaudited) (Millions of yen, millions of U.S. dollars) September 30 March 31 September 30 September 30 2003 2004 2004 2004 ASSETS Current assets: Cash and cash Y 638,037 Y 849,211 Y 449,626 $ 4,051 equivalents Time deposits 7,307 4,662 3,325 30 Marketable securities 264,997 274,748 533,373 4,805 Notes and accounts receivable, trade 1,178,387 1,123,863 1,133,252 10,209 Allowance for doubtful (94,081) (112,674) (76,966) (693) accounts and sales returns Inventories 798,448 666,507 781,361 7,039 Deferred income taxes 132,105 125,532 128,595 1,159 Prepaid expenses and 559,220 431,506 463,670 4,177 and other current assets 3,484,420 3,363,355 3,416,236 30,777 Film costs 280,535 256,740 270,090 2,433 Investments and advances: Affiliated companies 78,511 86,253 252,966 2,279 Securities investments 2,129,524 2,426,697 2,410,396 21,715 and other 2,208,035 2,512,950 2,663,362 23,994 Property, plant and equipment: Land 195,996 189,785 186,168 1,677 Buildings 950,570 930,983 929,142 8,371 Machinery and equipment 2,070,117 2,053,085 2,096,564 18,888 Construction in progress 70,764 98,480 144,570 1,302 Less-Accumulated (1,929,498)(1,907,289) (1,973,005) (17,775) depreciation 1,357,949 1,365,044 1,383,439 12,463 Other assets: Intangibles, net 251,525 248,010 208,251 1,876 Goodwill 288,805 277,870 274,662 2,474 Deferred insurance 335,762 349,194 366,983 3,306 acquisition costs Deferred income taxes 237,444 203,203 177,973 1,603 Other 460,386 514,296 492,160 4,436 1,573,922 1,592,573 1,520,029 13,695 Y 8,904,861 Y9,090,662 Y 9,253,156 $ 83,362 LIABILITIES AND STOCKHOLDERS'EQUITY Current liabilities: Short-term Y 240,279 Y 91,260 Y 158,151 $ 1,425 borrowings Current portion of 41,823 383,757 452,986 4,081 long-term debt Notes and accounts 961,122 778,773 826,719 7,448 payable, trade Accounts payable, 812,872 812,175 731,145 6,587 other and accrued expenses Accrued income and 92,483 57,913 42,968 387 other taxes Deposits from customers 319,301 378,851 451,231 4,065 in the banking business Other 365,779 479,486 371,978 3,351 2,833,659 2,982,215 3,035,178 27,344 Long-term liabilities: Long-term debt 877,297 777,649 677,262 6,101 Accrued pension and 518,940 368,382 325,664 2,934 severance costs Deferred income taxes 79,588 96,193 67,470 608 Future insurance 2,050,004 2,178,626 2,314,369 20,850 policy benefits and other Other 253,665 286,737 267,809 2,413 3,779,494 3,707,587 3,652,574 32,906 Minority interest in 19,219 22,858 24,171 218 consolidated subsidiaries Stockholders' equity: Capital stock 480,262 480,267 480,293 4,327 Additional paid-in 993,180 992,817 992,501 8,941 capital Retained earnings 1,324,181 1,367,060 1,431,719 12,898 Accumulated other (517,012) (449,959) (357,467) (3,220) comprehensive income Treasury stock, at (8,122) (12,183) (5,813) (52) cost 2,272,489 2,378,002 2,541,233 22,894 Y 8,904,861 Y9,090,662 Y 9,253,156 $ 83,362 Consolidated Statements of Cash Flows (Unaudited) (Millions of yen, millions of U.S. dollars) Six months ended September 30 2003 2004 2004 Cash flows from operating activities: Net income Y 34,047 Y 76,474 $ 689 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 171,701 176,704 1,592 and amortization, including amortization of deferred insurance acquisition costs Amortization 134,955 127,305 1,147 of film costs Accrual for 25,462 11,269 102 pension and severance costs, less payments Loss on sale, 3,347 12,726 115 disposal or impairment of assets, net Gain on sales (11,396) (2,026) (18) of securities investments, net Gain on - (13,495) (122) change in interest in subsidiaries and equity investee Deferred 11,079 (11,274) (102) income taxes Equity in net 7,661 (25,661) (231) (income) loss of affiliated companies, net of dividends Cumulative 2,117 4,713 42 effect of an accounting change Changes in assets and liabilities: Increase (114,906) (43,346) (391) in notes and accounts receivable, trade Increase (192,568) (109,507) (987) in inventories Increase (139,596) (127,647) (1,150) in film costs Increase 271,137 48,286 435 in notes and accounts payable, trade Decrease (13,148) (13,669) (123) in accrued income and other taxes Increase 135,594 63,841 575 in future insurance policy benefits and other Increase (32,046) (32,597) (294) in deferred insurance acquisition costs Increase - (16,270) (146) in marketable securities held in the financial service business for trading purpose Increase (161,025) (47,262) (426) in other current assets Decrease (4,326) (20,970) (189) in other current liabilities Other 12,676 54,313 490 Net cash provided by 140,765 111,907 1,008 operating activities Cash flows from investing activities: Payments for purchases (199,503) (251,558) (2,266) of fixed assets Proceeds from sales of 22,413 18,397 166 fixed assets Payments for (586,618) (723,732) (6,520) investments and advances by financial service business Payments for (22,380) (136,082) (1,226) investments and advances (other than financial service business) Proceeds from 391,239 401,202 3,614 maturities of marketable securities, sales of securities investments and collections of advances by financial service business Proceeds from 18,339 19,973 180 maturities of marketable securities, sales of securities investments and collections of advances (other than financial service business) (Increase) decrease in (3,902) 1,046 9 time deposits Cash assumed upon 3,634 - - acquisition by stock exchange offering Net cash used in (376,778) (670,754) (6,043) investing activities Cash flows from financing activities: Proceeds from issuance 2,326 9,589 86 of long-term debt Payments of long-term (6,426) (53,511) (482) debt Increase in short-term 111,355 31,221 281 borrowings Increase in deposits 70,369 129,335 1,165 from customers in the financial service business Dividends paid (11,552) (11,441) (103) Other 13,316 36,165 327 Net cash provided by 179,388 141,358 1,274 financing activities Effect of exchange rate (18,396) 17,904 161 changes on cash and cash equivalents Net decrease in cash and (75,021) (399,585) (3,600) cash equivalents Cash and cash equivalents at 713,058 849,211 7,651 beginning of the fiscal year Cash and cash equivalents at Y 638,037 Y 449,626 $ 4,051 September 30 (Notes) 1. U.S. dollar amounts have been translated from yen, for convenience only, at the rate of Y111 = U.S. $1, the approximate Tokyo foreign exchange market rate as of September 30, 2004. 2. As of September 30, 2004, Sony had 918 consolidated subsidiaries (including variable interest entities). It has applied the equity accounting method in respect to 57 affiliated companies. 3. Sony calculates and presents per share data separately for Sony's common stock and for the subsidiary tracking stock which is linked to the economic value of Sony Communication Network Corporation, based on Statement of Financial Accounting Standards ("FAS") No.128, "Earnings per Share". The holders of the tracking stock have the right to participate in earnings, together with common stock holders. Accordingly, Sony calculates per share data by the "two-class" method based on FAS No.128. Under this method, basic net income per share for each class of stock is calculated based on the earnings allocated to each class of stock for the applicable period, divided by the weighted-average number of outstanding shares in each class during the applicable period. The earnings allocated to the subsidiary tracking stock are determined based on the subsidiary tracking stockholders' economic interest in the targeted subsidiary's earnings available for dividends or change in accumulated losses that do not include those of the targeted subsidiary's subsidiaries. The earnings allocated to common stock are calculated by subtracting the earnings allocated to the subsidiary tracking stock from Sony's net income for the period. Weighted-average shares used for computation of earnings per share of common stock are as follows. The dilutive effect in the weighted-average shares for the three months and six months ended September 30, 2003 and 2004 mainly resulted from convertible bonds. Weighted-average shares (Thousands of shares) Three months ended September 30 2003 2004 Income before cumulative effect of an accounting change and net income - Basic 923,326 925,227 - Diluted 1,000,749 1,000,494 Weighted-average shares (Thousands of shares) Six months ended September 30 2003 2004 Income before cumulative effect of an accounting change and net income - Basic 922,537 925,091 - Diluted 1,000,507 1,000,404 Weighted-average shares used for computation of earnings per share of the subsidiary tracking stock for the three months and six months ended September 30, 2003 and 2004 are 3,072 thousand shares. There were no potentially dilutive securities or options granted for earnings per share of the subsidiary tracking stock. 4. Sony's comprehensive income is comprised of net income and other comprehensive income. Other comprehensive income includes changes in unrealized gains or losses on securities, unrealized gains or losses on derivative instruments, minimum pension liabilities adjustments and foreign currency translation adjustments. Net income, other comprehensive income and comprehensive income for the three months and six months ended September 30, 2003 and 2004 were as follows: (Millions of yen, millions of U.S. dollars) Three months ended Six months ended September 30 September 30 2003 2004 2004 2003 2004 2004 Net Y 32,926 Y 53,210 $ 479 Y 34,047 Y 76,474 $ 689 income Other comprehensive income (loss): Unrealized 12,863 2,649 24 29,881 (12,514) (113) gains (losses) on securities Unrealized 5,548 (151) (1) 6,194 (2,413) (22) gains (losses) on derivative instruments Minimum 1,234 21,316 192 (2,984) 20,953 189 pension liabilities adjustments Foreign (105,806) 56,243 506 (78,125) 86,466 779 currency translation adjustments (86,161) 80,057 721 (45,034) 92,492 833 Compre- hensive Y(53,235) Y133,267 $1,200 Y(10,987) Y168,966 $1,522 income (loss) 5. As of August 1, 2004, Sony and Bertelsmann AG combined their recorded music businesses in a joint venture. In connection with the establishment of this joint venture, the non-Japan based disc manufacturing and physical distribution businesses, formerly included within the Music segment, have been reclassified to "Other" category in the Electronics segment. Results for the same period of the previous year in the Electronics and Music segments have been restated to conform to the presentation for this year. 6. In July 2004, in order to establish a more efficient and coordinated semiconductor supply structure, the Sony group has integrated its semiconductor manufacturing business by transferring Sony Computer Entertainment's semiconductor manufacturing operation from the Game segment to the Electronics segment. As a result of this transfer, sales revenue and expenditures associated with this operation are now recorded within the "Semiconductor" category in the Electronics segment. The results for the same period of the previous fiscal year have not been restated as such comparable figures cannot be practicably obtained given that it was not operated as a separate line of business within the Game segment. This integration of the semiconductor manufacturing businesses is a part of Sony's semiconductor strategy of utilizing semiconductor technologies and manufacturing equipment originally developed or designed for the Game business within the Sony group as a whole. 7. Commencing April 1, Sony has partly realigned its product category configuration in the Electronics segment. Accordingly, results of the previous year have been reclassified. The primary changes are as follows: Main Product Previous Product Category New Product Category AIWA "Other" "Audio" or "Video" or "Televisions" Set-top box "Video" "Televisions" 8. In January 2003, the FASB issued FASB Interpretation ("FIN") No.46, "Consolidation of Variable Interest Entities - an Interpretation of Accounting Research Bulletins ("ARB") No.51", and the revised FIN No.46 was issued in December 2003. This interpretation addresses consolidation by a primary beneficiary of a variable interest entity ("VIE"). FIN No.46 is effective immediately for all new VIEs created or acquired after January 31, 2003. Sony has not entered into any new arrangements with VIEs on or after February 1, 2003. For VIEs created or acquired prior to February 1, 2003, Sony adopted FIN No.46 on July 1, 2003. As a result of the adoption of FIN No.46, Sony recognized Y2,117 million of loss as the cumulative effect of accounting change. Additionally, Sony's assets and liabilities increased as non-cash transactions, which resulted in no cash flows, by Y95,255 million and Y97,950 million, respectively, as well as cash and cash equivalents of Y1,521 million. 9. Adoption of New Accounting Standards Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts In July 2003, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts". SOP 03-1 requires insurance enterprises to record additional reserves for long-duration life insurance contracts with minimum guarantee or annuity receivable options. Additionally, SOP 03-1 provides guidance for the presentation of separate accounts. This statement is effective for fiscal years beginning after December 15, 2003. Sony adopted SOP 03-1 on April 1, 2004. As a result of the adoption of SOP03-1, Sony's operating income decreased by Y2,248 million ($20 million) and Y3,216 million ($29 million) for the three months and six months ended September 30, 2004, respectively. Additionally, on April 1, 2004, Sony recognized Y4,713 million ($42 million) of loss (net of income taxes of Y2,675 million) as a cumulative effect of an accounting change. In addition, the separate account assets, which are defined by insurance business law in Japan and were previously included in "Security investments and other" on the consolidated balance sheet, were excluded from the category of separate accounts under the provision of SOP 03-1. Accordingly, the separate account assets are now treated as general accounts and included in "Marketable securities" on the consolidated balance sheet. Other Consolidated Financial Data (Millions of yen, millions of U.S. dollars) Three months ended September 30 2003 2004 Change 2004 Capital Y 90,016 Y 90,051 +0.0% $ 811 expenditures (additions to property, plant and equipment) Depreciation 87,424 91,173 +4.3 821 and amortization expenses* (Depreciation (70,120) (72,579) (+3.5) (654) expenses for tangible assets) Research and 136,191 127,018 -6.7 1,144 development expenses Six months ended September 30 2003 2004 Change 2004 Capital Y 171,033 Y 178,122 +4.1% $ 1,605 expenditures (additions to property, plant and equipment) Depreciation 171,701 176,704 +2.9 1,592 and amortization expenses* (Depreciation (135,756) (141,486) (+4.2) (1,275) expenses for tangible assets) Research 250,355 250,600 +0.1 2,258 and development expenses * Including amortization expenses for intangible assets and for deferred insurance acquisition costs Condensed Financial Services Financial Statements (Unaudited) The results of the Financial Services segment are included in Sony's consolidated financial statements. The following schedules show unaudited condensed financial statements for the Financial Services segment and all other segments excluding Financial Services. These presentations are not required under U.S. GAAP, which is used in Sony's consolidated financial statements. However, because the Financial Services segment is different in nature from Sony's other segments, Sony believes that a comparative presentation may be useful in understanding and analyzing Sony's consolidated financial statements. Transactions between the Financial Services segment and Sony without Financial Services are eliminated in the consolidated figures shown below. (Millions of yen, millions of U.S. dollars) Condensed Three months ended September 30 Statements of Income Financial 2003 2004 Change 2004 Services % Financial Y 154,414 Y 125,862 -18.5 $ 1,134 service revenue Financial 143,158 110,981 -22.5 1,000 service expenses Operating 11,256 14,881 +32.2 134 income Other (102) 8,955 - 81 income (expenses), net Income 11,154 23,836 +113.7 215 before income taxes Income 2,808 9,632 +243.0 87 taxes and other Net income Y 8,346 Y 14,204 +70.2 $ 128 (Millions of yen, millions of U.S. dollars) Three months ended September 30 Sony 2003 2004 Change 2004 without % Financial Services Net sales Y 1,651,008 Y 1,584,969 -4.0 $ 14,279 and operating revenue Costs and 1,629,016 1,556,733 -4.4 14,025 expenses Operating 21,992 28,236 +28.4 254 income Other 20,304 17,688 -12.9 160 income (expenses), net Income 42,296 45,924 +8.6 414 before income taxes Income 6,222 418 -93.3 4 taxes and other Income 36,074 45,506 +26.1 410 before cumulative effect of an accounting change Cumulative (2,117) - - - effect of an accounting change Net Y 33,957 Y 45,506 +34.0 $ 410 income (Millions of yen, millions of U.S. dollars) Three months ended September 30 Consolidated 2003 2004 Change 2004 % Financial Y 147,785 Y 119,643 -19.0 $ 1,078 service revenue Net sales 1,649,234 1,582,629 -4.0 14,258 and operating revenue 1,797,019 1,702,272 -5.3 15,336 Costs and 1,763,805 1,658,887 -5.9 14,945 expenses Operating 33,214 43,385 +30.6 391 income Other income 10,845 19,876 +83.3 179 (expenses), net Income 44,059 63,261 +43.6 570 before income taxes Income taxes 9,016 10,051 +11.5 91 and other Income 35,043 53,210 +51.8 479 before cumulative effect of an accounting change Cumulative (2,117) - - - effect of an accounting change Net income Y 32,926 Y 53,210 +61.6 $ 479 (Millions of yen, millions of U.S. dollars) Condensed Six months ended September 30 Statements of Income Financial 2003 2004 Change 2004 Services % Financial Y 304,061 Y 259,486 -14.7 $ 2,338 service revenue Financial 278,758 234,202 -16.0 2,110 service expenses Operating 25,303 25,284 -0.1 228 income Other (88) 8,893 - 80 income (expenses), net Income 25,215 34,177 +35.5 308 before income taxes Income 9,866 13,458 +36.4 122 taxes and other Income 15,349 20,719 +35.0 186 before cumulative effect of an accounting change Cumulative - (4,713) - (42) effect of an accounting change Net income Y 15,349 Y 16,006 +4.3 $ 144 (Millions of yen, millions of U.S. dollars) Six months ended September 30 Sony 2003 2004 Change 2004 without % Financial Services Net sales Y 3,113,826 Y 3,071,378 -1.4 $ 27,670 and operating revenue Costs and 3,088,978 3,043,660 -1.5 27,420 expenses Operating 24,848 27,718 +11.6 250 income Other 39,159 14,479 -63.0 130 income (expenses), net Income 64,007 42,197 -34.1 380 before income taxes Income 33,910 (24,771) - (223) taxes and other Income 30,097 66,968 +122.5 603 before cumulative effect of an accounting change Cumulative (2,117) - - - effect of an accounting change Net Y 27,980 Y 66,968 +139.3 $ 603 income (Millions of yen, millions of U.S. dollars) Six months ended September 30 Consolidated 2003 2004 Change 2004 % Financial Y 290,754 Y 247,349 -14.9 $ 2,228 service revenue Net sales 3,110,045 3,067,061 -1.4 27,632 and operating revenue 3,400,799 3,314,410 -2.5 29,860 Costs and 3,350,913 3,261,251 -2.7 29,381 expenses Operating 49,886 53,159 +6.6 479 income Other income 29,944 16,716 -44.2 151 (expenses), net Income 79,830 69,875 -12.5 630 before income taxes Income taxes 43,666 (11,312) - (101) and other Income 36,164 81,187 +124.5 731 before cumulative effect of an accounting change Cumulative (2,117) (4,713) - (42) effect of an accounting change Net income Y 34,047 Y 76,474 +124.6 $ 689 Condensed Balance Sheets (Millions of yen, millions of U.S. dollars) Financial September March 31 September September Services 30 30 30 ASSETS 2003 2004 2004 2004 Current assets: Cash Y 286,054 Y 256,316 Y 159,523 $ 1,437 and cash equivalents Marketable 260,098 270,676 529,302 4,768 securities Notes 68,380 72,273 72,144 650 and accounts receivable, trade Other 107,698 100,433 92,775 836 722,230 699,698 853,744 7,691 Investments and 1,941,130 2,274,510 2,297,300 20,696 advances Property, plant 40,603 40,833 39,828 359 and equipment Other assets: Deferred 335,762 349,194 366,983 3,306 insurance acquisition costs Other 106,974 110,804 102,369 923 442,736 459,998 469,352 4,229 Y 3,146,699 Y 3,475,039 Y 3,660,224 $ 32,975 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term Y 77,222 Y 86,748 Y 117,715 $ 1,060 borrowings Notes 6,752 7,847 7,378 66 and accounts payable, trade Deposits 319,301 378,851 451,231 4,065 from customers in the banking business Other 90,494 175,357 96,269 868 493,769 648,803 672,593 6,059 Long-term liabilities: Long-term 138,622 135,811 137,249 1,236 debt Accrued 9,671 10,183 11,163 101 pension and severance costs Future 2,050,004 2,178,626 2,314,369 20,850 insurance policy benefits and other Other 112,968 126,349 130,237 1,174 2,311,265 2,450,969 2,593,018 23,361 Minority - - 5,567 50 interest in consolidated subsidiaries Stockholders' 341,665 375,267 389,046 3,505 equity Y3,146,699 Y 3,475,039 Y 3,660,224 $ 32,975 (Millions of yen, millions of U.S. dollars) Sony without September March 31 September September Financial 30 30 30 Services ASSETS 2003 2004 2004 2004 Current assets: Cash Y 351,983 Y 592,895 Y 290,103 $ 2,614 and cash equivalents Marketable 4,899 4,072 4,071 37 securities Notes 1,019,412 943,590 989,216 8,912 and accounts receivable, trade Other 1,415,405 1,151,879 1,294,395 11,660 2,791,699 2,692,436 2,577,785 23,223 Film costs 280,535 256,740 270,090 2,433 Investments and 387,175 358,629 500,041 4,505 advances Investments in 176,905 176,905 187,400 1,688 Financial Services, at cost Property, plant 1,317,345 1,324,211 1,343,611 12,104 and equipment Other assets 1,241,671 1,251,901 1,165,449 10,501 Y 6,195,330 Y 6,060,822 Y 6,044,376 $ 54,454 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term Y 234,975 Y 409,766 Y 508,649 $ 4,582 borrowings Notes 956,592 773,221 822,333 7,408 and accounts payable, trade Other 1,190,519 1,190,563 1,057,377 9,527 2,382,086 2,373,550 2,388,359 21,517 Long-term liabilities: Long-term 873,750 775,233 671,067 6,046 debt Accrued 509,269 358,199 314,500 2,833 pension and severance costs Other 300,875 348,946 302,589 2,725 1,683,894 1,482,378 1,288,156 11,604 Minority 13,590 17,554 18,704 169 interest in consolidated subsidiaries Stockholders' 2,115,760 2,187,340 2,349,157 21,164 equity Y 6,195,330 Y 6,060,822 Y 6,044,376 $ 54,454 (Millions of yen, millions of U.S. dollars) Consolidated September 30 March 31 September 30 September 30 ASSETS 2003 2004 2004 2004 Current assets: Cash Y 638,037 Y 849,211 Y 449,626 $ 4,051 and cash equivalents Marketable 264,997 274,748 533,373 4,805 securities Notes 1,084,306 1,011,189 1,056,286 9,516 and accounts receivable, trade Other 1,497,080 1,228,207 1,376,951 12,405 3,484,420 3,363,355 3,416,236 30,777 Film costs 280,535 256,740 270,090 2,433 Investments and 2,208,035 2,512,950 2,663,362 23,994 advances Property, plant 1,357,949 1,365,044 1,383,439 12,463 and equipment Other assets: Deferred 335,762 349,194 366,983 3,306 insurance acquisition costs Other 1,238,160 1,243,379 1,153,046 10,389 1,573,922 1,592,573 1,520,029 13,695 Y 8,904,861 Y 9,090,662 Y 9,253,156 $ 83,362 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term Y 282,102 Y 475,017 Y 611,137 $ 5,506 borrowings Notes 961,122 778,773 826,719 7,448 and accounts payable, trade Deposits 319,301 378,851 451,231 4,065 from customers in the banking business Other 1,271,134 1,349,574 1,146,091 10,325 2,833,659 2,982,215 3,035,178 27,344 Long-term liabilities: Long-term 877,297 777,649 677,262 6,101 debt Accrued 518,940 368,382 325,664 2,934 pension and severance costs Future 2,050,004 2,178,626 2,314,369 20,850 insurance policy benefits and other Other 333,253 382,930 335,279 3,021 3,779,494 3,707,587 3,652,574 32,906 Minority 19,219 22,858 24,171 218 interest in consolidated subsidiaries Stockholders' 2,272,489 2,378,002 2,541,233 22,894 equity Y 8,904,861 Y 9,090,662 Y 9,253,156 $ 83,362 (Millions of yen, millions of U.S. dollars) Condensed Six months ended September 30 Statements of Cash Flows Financial 2003 2004 2004 Services Net cash Y 149,975 Y 83,562 $ 753 provided by operating activities Net cash used (213,128) (344,674) (3,105) in investing activities Net cash 74,664 164,319 1,480 provided by financing activities Net increase 11,511 (96,793) (872) (decrease) in cash and cash equivalents Cash and cash 274,543 256,316 2,309 equivalents at beginning of the fiscal year Cash and cash Y 286,054 Y 159,523 $ 1,437 equivalents at September 30 (Millions of yen, millions of U.S. dollars) Six months ended September 30 Sony without 2003 2004 2004 Financial Services Net cash Y 307 Y 34,975 $ 315 provided by operating activities Net cash used (162,656) (330,078) (2,973) in investing activities Net cash 94,213 (25,593) (231) provided by (used in) financing activities Effect of (18,396) 17,904 161 exchange rate changes on cash and cash equivalents Net decrease in (86,532) (302,792) (2,728) cash and cash equivalents Cash and cash 438,515 592,895 5,342 equivalents at beginning of the fiscal year Cash and cash Y 351,983 Y 290,103 $ 2,614 equivalents at September 30 (Millions of yen, millions of U.S. dollars) Six months ended September 30 Consolidated 2003 2004 2004 Net cash Y 140,765 Y 111,907 $ 1,008 provided by operating activities Net cash used (376,778) (670,754) (6,043) in investing activities Net cash 179,388 141,358 1,274 provided by financing activities Effect of (18,396) 17,904 161 exchange rate changes on cash and cash equivalents Net decrease in (75,021) (399,585) (3,600) cash and cash equivalents Cash and cash 713,058 849,211 7,651 equivalents at beginning of the fiscal year Cash and cash Y 638,037 Y 449,626 $ 4,051 equivalents at September 30 Investor Relations Contacts: Tokyo New York London Yukio Ozawa Takeshi Sudo/ Chris Hohman/ Justin Hill Shinji Tomita +81-(0)3-5448-2180 +1-212-833-6722 +44-(0)20-7444-9713 Home Page: http://www.sony.net/IR/