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What changed in Sony Group Corp's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Sony Group Corp's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+1372 added−700 removedSource: 20-F (2025-06-20) vs 20-F (2024-06-25)

Top changes in Sony Group Corp's 2025 20-F

1372 paragraphs added · 700 removed · 267 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

53 edited+247 added−9 removed129 unchanged
Biggest changeThis situation could adversely affect the operating results of the Pictures segment. - 6 - Table of Contents If Sony is unable to maintain its advantageous market position in the fields in which it has a technological or other competitive advantage, Sony is unable to effectively anticipate and counter the ongoing price erosion that frequently affects its consumer products or the cost pressures affecting its businesses, there is a change in existing business models or consumer preferences, or the average prices of Sony’s products decrease faster than Sony is able to reduce manufacturing costs, Sony’s operating results and financial condition may be adversely impacted.
Biggest changeFor example, in the Pictures segment, as the number of theatrical releases increases with the resumption of production activities that had been paused due to the strikes by the Writers Guild of America (“WGA”) and the Screen Actors Guild - American Federation of Television and Radio Artists (“SAG-AFTRA”) in 2023, the theatrical release calendar of films by major studios became more crowded, increasing competition for available screen space and adversely affecting the operating results of the Pictures segment. - 6 - Table of Contents If Sony is unable to maintain its advantageous market position in the fields in which it has a technological or other competitive advantage, Sony is unable to effectively anticipate and counter the ongoing price erosion that frequently affects its consumer products or the cost pressures affecting its businesses, there is a change in existing business models or consumer preferences, or the average prices of Sony’s products decrease faster than Sony is able to reduce manufacturing costs, Sony’s operating results and financial condition may be adversely impacted.
As a global company, Sony is subject to the laws and regulations of many countries throughout the world that affect its business operations in a number of areas, including advertising, promotions, consumer protection, import and export requirements, anti-corruption, anti-trust, environmental protection (including decarbonizing regulations in connection with actions against climate change and regulations on the use and/or spillage of hazardous substances such as specific organic fluorine compounds), data privacy and data protection, content and broadcast regulation, development and utilization of AI, intellectual property, labor, occupational health and safety, product liability, taxation (including taxes from certain revenue on digital services), foreign investment, government procurement, foreign exchange controls, and economic sanctions.
As a global company, Sony is subject to the laws and regulations of many countries throughout the world that affect its business operations in a number of areas, including advertising, promotions, consumer protection, import and export requirements, anti-corruption, anti-trust, environmental protection (including decarbonizing regulations in connection with actions against climate change and regulations on the use and/or spillage of hazardous substances such as specific organic fluorine compounds), data privacy and data protection, product security, content and broadcast regulation, development and utilization of AI, intellectual property, labor, occupational health and safety, product liability, taxation (including taxes from certain revenue on digital services), foreign investment, government procurement, foreign exchange controls, and economic sanctions.
In addition, offices and facilities used by Sony, its suppliers, service providers and business partners, including those used for network, telecommunications and information systems infrastructure, R&D, material procurement, manufacturing, motion picture and television production, logistics, sales, and online and other services are located throughout the world and are subject to possible destruction, temporary stoppage or disruption as a result of unexpected catastrophic events such as natural disasters, pandemic diseases including COVID-19, terrorist attacks, armed conflicts, large-scale power outages and large-scale fires.
In addition, offices and facilities used by Sony, its suppliers, service providers and business partners, including those used for network, telecommunications and information systems infrastructure, R&D, material procurement, manufacturing, motion picture and television production, logistics, sales, and online and other services are located throughout the world and are subject to possible destruction, temporary stoppage or disruption as a result of unexpected catastrophic events such as natural disasters, pandemic diseases (including COVID-19 and/or other infections), terrorist attacks, armed conflicts, large-scale power outages and large-scale fires.
Further, in certain countries and regions, Sony may encounter difficulty in planning and managing operations due to unfavorable political or economic factors, such as armed conflicts, deterioration in foreign relations, changes in trade policies, non-compliance with expected business conduct and a lack of adequate infrastructure.
Further, in certain countries and regions, Sony may encounter difficulty in planning and managing operations due to unfavorable political or economic factors, such as armed conflicts, deterioration in foreign relations, changes in trade and tariff policies, non-compliance with expected business conduct and a lack of adequate infrastructure.
Cybersecurity .” As cyber-attacks become increasingly sophisticated and automated, and as tools and resources become more readily available, there can be no guarantee that Sony’s actions, security measures and controls designed to prevent, detect or respond to outside intrusion, limit access to data, prevent loss, destruction, alteration, or exfiltration of business information, or limit the negative impact from such attacks can provide absolute security.
Cybersecurity .” As cyberattacks become increasingly sophisticated and automated, and as tools and resources become more readily available, there can be no guarantee that Sony’s actions, security measures and controls designed to prevent, detect or respond to outside intrusion, limit access to data, prevent loss, destruction, alteration, or exfiltration of business information, or limit the negative impact from such attacks can provide absolute security.
Changes in interest rates, foreign exchange rates, inflation rate and the value of Japanese government and corporate bonds, U.S. treasury bonds, equities, real estate and other asset classes as well as changes in the implied volatility of interest rates, stock prices and exchange rates may have an adverse effect on the operating results and financial condition of the Financial Services segment.
Changes in interest rates, foreign exchange rates, inflation rate and the value of Japanese government and corporate bonds, U.S. treasury bonds, equities, real estate and other asset classes as well as changes in the implied volatility of interest rates, stock prices and exchange rates may have an adverse effect on the operating results and financial condition of the Financial Services business.
Because Sony is engaged in certain businesses designated by the Foreign Exchange and Foreign Trade Act of Japan (the “FEFTA”) and its related cabinet orders and ministerial ordinances (collectively, the “Foreign Exchange Regulations”), if a foreign investor intends to consummate an acquisition of shares of common stock of Sony Group Corporation and that acquisition constitutes an “inward direct investment” under the Foreign Exchange Regulations, the foreign investor, subject to certain exemptions, must file a prior notification of such inward direct investment with the Minister of Finance and any other competent Ministers.
Because Sony is engaged in certain businesses designated by the Foreign Exchange and Foreign Trade Act of Japan (the “FEFTA”) and its related cabinet orders and ministerial ordinances (collectively, the “Foreign Exchange Regulations”), if a foreign investor intends to consummate an acquisition of shares of common stock - 16 - Table of Contents of Sony Group Corporation and that acquisition constitutes an “inward direct investment” under the Foreign Exchange Regulations, the foreign investor, subject to certain exemptions, must file a prior notification of such inward direct investment with the Minister of Finance and any other competent Ministers.
Regarding the global shortage of semiconductors, which became pronounced from the latter half of the fiscal year ended March 31, 2021 through the first half of the fiscal year ended March 31, 2023, although global supply for semiconductors was stable as of the end of the fiscal year ended March 31, 2024, Sony’s operating results and financial condition could be affected if supply becomes restricted again.
Regarding the global shortage of semiconductors, which became pronounced from the latter half of the fiscal year ended March 31, 2021 through the first half of the fiscal year ended March 31, 2023, although global supply for semiconductors was stable as of the end of the fiscal year ended March 31, 2025, Sony’s operating results and financial condition could be affected if supply becomes restricted again.
As of March 31, 2024, Sony and/or its subsidiaries had unrecognized deferred tax assets, principally in Japan for local taxes. Additionally, deferred tax assets could expire unused or otherwise not be realizable for a variety of reasons including the lack of sufficient taxable income in the appropriate jurisdiction.
As of March 31, 2025, Sony and/or its subsidiaries had unrecognized deferred tax assets, principally in Japan for local taxes. Additionally, deferred tax assets could expire unused or otherwise not be realizable for a variety of reasons including the lack of sufficient taxable income in the appropriate jurisdiction.
Significant changes to these actuarial assumptions and the market changes discussed above may have an adverse effect on the operating results and financial condition of the Financial Services segment. The review of assumptions for insurance contract liabilities is required at the end of each reporting period.
Significant changes to these actuarial assumptions and the market changes discussed above may have an adverse effect on the operating results and financial condition of the Financial Services business. The review of assumptions for insurance contract liabilities is required at the end of each reporting period.
For example, imposition of restrictive trade measures in the United States and elsewhere, as well as retaliatory actions against such measures, could result in increased customs duties applicable to Sony’s products or increased costs for procuring parts and components, and could limit or prohibit the sales of Sony’s products and services to certain of its current or potential customers, which may adversely affect Sony’s operating results and financial condition.
For example, imposition of restrictive trade measures such as tariffs and export controls in the United States and elsewhere, as well as retaliatory actions against such measures, could result in increased customs duties applicable to Sony’s products or increased costs for procuring parts and components, and could limit or prohibit the sales of Sony’s products and services to certain of its current or potential customers, which may adversely affect Sony’s operating results and financial condition.
In addition, regulators in Europe, the United States, and other countries are moving forward with legislation related to AI. As Sony develops and uses AI, there is a possibility that the cost of complying with these laws and regulations may increase.
In addition, regulators in Europe and other countries are moving forward with legislation related to AI. As Sony develops and uses AI, there is a possibility that the cost of complying with these laws and regulations may increase.
The Financial Services segment operates in industries subject to comprehensive regulation and supervision, including the Japanese insurance and banking industries. Future developments or changes in laws, regulations or policies may lead to increased compliance costs or limitations on operations in the Financial Services segment.
The Financial Services business operates in industries subject to comprehensive regulation and supervision, including the Japanese insurance and banking industries. Future developments or changes in laws, regulations or policies may lead to increased compliance costs or limitations on operations in the Financial Services business.
If this situation worsens further in the future, it could create global uncertainty, possibly leading to the worsening of Sony’s businesses in other regions or a deterioration in global economic conditions resulting in an adverse impact on Sony’s operating results and financial condition. - 10 - Table of Contents Foreign exchange rate fluctuations can affect Sony’s operating results and financial condition.
If this situation worsens further in the future, it could create global uncertainty, possibly leading to the worsening of Sony’s businesses in other regions or a deterioration in global economic conditions resulting in an adverse impact on Sony’s operating results and financial condition. Foreign exchange rate fluctuations can affect Sony’s operating results and financial condition.
In the Music and Pictures segments, operating results can be impacted by worldwide consumer acceptance of their products, which is difficult to predict, and by alternative forms of entertainment and leisure activities available to consumers, as well as by competing products released at or near the same time.
In the G&NS, Music and Pictures segments, operating results can be impacted by worldwide consumer acceptance of their products, which is difficult to predict, and by alternative forms of entertainment and leisure activities available to consumers, as well as by competing products released or sold at or near the same time.
Also, closing conditions for mergers and acquisitions, which are set forth in definitive agreements, may not be satisfied due to unanticipated changes in the strategies or financial conditions of the organizations to be merged or acquired, leading to mergers and acquisitions not proceeding as expected, or the definitive agreements being changed or terminated.
Also, closing conditions for mergers and acquisitions, which are set forth in definitive agreements, may not be satisfied due to unanticipated changes in the strategies or financial - 7 - Table of Contents conditions of the organizations to be merged or acquired, leading to mergers and acquisitions not proceeding as expected, or the definitive agreements being changed or terminated.
Additionally, Sony’s intellectual property rights may be challenged or invalidated, or such intellectual property rights may not be sufficient to provide Sony with competitive advantages. Many of Sony’s products and services are designed, developed or manufactured under the license of patents and other intellectual property rights owned by third parties.
Additionally, Sony’s - 11 - Table of Contents intellectual property rights may be challenged or invalidated, or such intellectual property rights may not be sufficient to provide Sony with competitive advantages. Many of Sony’s products and services are designed, developed or manufactured under the license of patents and other intellectual property rights owned by third parties.
The life insurance business has guaranteed yields on outstanding policies while its investment portfolio could be reduced by the market changes discussed above. The banking business has invested most of its total loan balance, or over half of its total assets, in its mortgage loans account.
The life insurance business has guaranteed yields on outstanding policies while its investment portfolio could be reduced by the market changes discussed above. The banking business has invested - 12 - Table of Contents most of its total loan balance, or over half of its total assets, in its mortgage loans account.
In addition, Sony may not be successful in introducing after-sales upgrades, enhancements or new features to existing products and services, or in enabling existing products and services to continue to conveniently and effectively integrate with other technologies and online services. Moreover, cyber-attacks targeting internet-connected products have increased significantly.
In addition, Sony may not be successful in introducing after-sales upgrades, enhancements or new features to existing products and services, or in enabling existing products and services to continue to conveniently and effectively integrate with other technologies and online services. Moreover, cyberattacks targeting internet-connected products have increased significantly.
Additionally, depending on the status of lockdowns or other anti-infection measures, as well as future increases in infections, Sony may be impacted by delays in the production schedules - 13 - Table of Contents of new motion pictures and television programming, as well as decreased advertising revenue.
Additionally, depending on the status of lockdowns or other anti-infection measures, as well as future increases in infections, Sony may be impacted by delays in the production schedules of new motion pictures and television programming, as well as decreased advertising revenue.
Also, many Sony products are connected to the internet, and regularly communicate with services provided by Sony or third parties. Sony’s efforts to adapt to rapid advancements in technologies and increased demand for mobile products and online services, while also maintaining product quality and product security, may not be successful and may increase exposure to product liability.
Also, many Sony products are connected to the internet, and regularly communicate with services provided by Sony or third parties. - 14 - Table of Contents Sony’s efforts to adapt to rapid advancements in technologies and increased demand for mobile products and online services, while also maintaining product quality and product security, may not be successful and may increase exposure to product liability.
For a more detailed discussion on the requirements and procedures regarding the prior notifications under the Foreign Exchange Regulations, refer to “Exchange Controls” in “Item 10. Additional Information .” - 17 - Table of Contents
For a more detailed discussion on the requirements and procedures regarding the prior notifications under the Foreign Exchange Regulations, refer to “Exchange Controls” in “Item 10. Additional Information .” - 17 - Table of Contents Item 4. Information on the Company A.
Furthermore, in Japan, - 11 - Table of Contents with a declining workforce due to the falling birthrate and aging population, intensifying competition among companies for specialized talent, and rising labor costs, it may become difficult to secure the necessary talent if Sony’s HR system is inadequate in its design and operations.
Furthermore, in Japan, with a declining workforce due to the falling birthrate and aging population, intensifying competition among companies for specialized talent, and rising labor costs, it may become difficult to secure the necessary talent if Sony’s HR system is inadequate in its design and operations.
Additionally, there is a growing global focus by regulators and external stakeholders on sustainability efforts, including those relating to climate change and the protection of human rights in supply chains, as well as increasing regulatory obligations of public disclosures regarding these matters.
Additionally, there is a growing global focus by regulators and external stakeholders on sustainability efforts, including those relating to climate change and respect for human rights in supply chains, as well as increasing regulatory obligations of public disclosures regarding these matters.
A substantial legal liability or adverse regulatory outcome and the substantial cost to defend the litigation or regulatory actions may have an adverse effect on Sony’s reputation, operating results and financial condition. - 14 - Table of Contents Sony is subject to financial and reputational risks due to product quality, product security, and liability issues.
A substantial legal liability or adverse regulatory outcome and the substantial cost to defend the litigation or regulatory actions may have an adverse effect on Sony’s reputation, operating results and financial condition. Sony is subject to financial and reputational risks due to product quality, product security, and liability issues.
Sony invested 355.9 billion yen and 339.6 billion yen of capital in the fiscal years ended March 31, 2023 and 2024, respectively, mainly for the purpose of increasing image sensor production capacity. Further, Sony is implementing initiatives for restructuring and transformation to enhance profitability, business autonomy and shareholder value or to clearly position each business within the overall business portfolio.
Sony invested 339.6 billion yen and 227.4 billion yen of capital in the fiscal years ended March 31, 2024 and 2025, respectively, mainly for the purpose of increasing image sensor production capacity. Further, Sony is implementing initiatives for restructuring and transformation to enhance profitability, business autonomy and shareholder value or to clearly position each business within the overall business portfolio.
Malicious adversaries may also use unauthorized access to Sony’s networks as a platform to compromise Sony’s third-party business partners without Sony’s knowledge. A cyber incident could result in significant remediation costs for Sony.
Malicious adversaries may also use unauthorized access to Sony’s networks as a platform to compromise Sony’s third-party business partners without Sony’s knowledge. An information security incident could result in significant remediation costs for Sony.
In addition, the Pictures segment depends on third parties to theatrically exhibit its motion pictures, and to operate cable, satellite, internet and other distribution systems to distribute its motion pictures and television programming. A decline in the licensing fees received from these third parties may adversely affect the Pictures segment’s sales.
For example, in some cases, the Pictures segment depends on third parties to theatrically exhibit its motion pictures, and to operate cable, satellite, internet and other distribution systems to distribute its motion pictures and television programming. A decline in the licensing fees received from these third parties may adversely affect the Pictures segment’s sales.
For example, in the electronics area, Sony competes on the basis of various factors including price and function, while in the Music and Pictures segments, Sony competes for talent, such as artists, songwriters, actors, directors and producers, and for entertainment content that is created, acquired, licensed and/or distributed.
For example, in the electronics area, Sony competes on the basis of various factors including price and function, while in the Game & Network Services (“G&NS”), Music and Pictures segments, Sony competes for talent, such as game creators, artists, songwriters, actors, directors and producers, and for entertainment content that is created, acquired, licensed and/or distributed.
Reliance on third-party software and technologies may make it increasingly difficult for Sony to differentiate its products from competitors’ products.
Reliance on third-party software and - 9 - Table of Contents technologies may make it increasingly difficult for Sony to differentiate its products from competitors’ products.
In the fiscal year ended March 31, 2024, 23.3%, 28.8% and 20.2% of Sony’s sales and financial services revenue were attributable to Japan, the U.S. and Europe, respectively. These markets may be subject to significant economic downturns, resulting in an adverse impact on Sony’s operating results and financial condition.
In the fiscal year ended March 31, 2025, 17.3%, 31.9% and 20.3% of Sony’s sales and financial services revenue were attributable to Japan, the U.S. and Europe, respectively. These markets may be subject to significant economic downturns, resulting in an adverse impact on Sony’s operating results and financial condition.
In addition, lending and borrowing between Sony’s subsidiaries in the Financial Services segment and other companies within the Sony Group is strictly limited by guidelines issued by regulatory agencies in Japan.
In addition, lending and borrowing between Sony’s subsidiaries that are part of the Financial Services business and other companies within the Sony Group is strictly limited by guidelines issued by regulatory agencies in Japan.
As of March 31, 2024, the unrecognized deferred tax assets amounted to 242.1 billion yen. An increase in unrecognized deferred tax assets may have an adverse impact on Sony’s operating results and financial condition. Deferred tax assets are evaluated on a jurisdiction-by-jurisdiction basis.
As of March 31, 2025, the unrecognized deferred tax assets amounted to 232.6 billion yen. An increase in unrecognized deferred tax assets may have an adverse impact on Sony’s operating results and financial condition. - 15 - Table of Contents Deferred tax assets are evaluated on a jurisdiction-by-jurisdiction basis.
For example, although there is minimal economic impact from COVID-19 as of the date of this report, if economic activity stagnates again due to a future resurgence of COVID-19 and/or other infections, it could adversely affect the procurement of components and raw materials, production, development, sale and distribution of Sony’s products and services, resulting in a negative impact on Sony’s operating results and financial position.
For example, if economic activity stagnates due to a future resurgence of pandemic diseases (including COVID-19 and/or other infections), it could adversely affect the procurement of components and raw materials, production, development, sale and distribution of Sony’s products and services, resulting in a negative impact on Sony’s operating results and financial position.
Sony’s facilities and operations are subject to damage and disruption as a result of catastrophic disasters, outages, pandemic diseases including COVID-19, or similar events that could lead to supply chain, manufacturing and other business disruptions and have an adverse impact on Sony’s operating results.
Refer to Note 33 of the consolidated financial statements for details. Sony’s facilities and operations are subject to damage and disruption as a result of catastrophic disasters, outages, pandemic diseases, or similar events that could lead to supply chain, manufacturing and other business disruptions and have an adverse impact on Sony’s operating results.
If Sony is unable to adequately respond to these changes or fails to effectively adapt to new market changes, Sony’s operating results and financial condition may be adversely impacted. - 12 - Table of Contents Changes in the regulation and performance of financial markets may adversely affect the operating results and financial condition of the Financial Services segment.
If Sony is unable to adequately respond to these changes or fails to effectively adapt to new market changes, Sony’s operating results and financial condition may be adversely impacted. Changes in the regulation and performance of financial markets may adversely affect the operating results and financial condition of the Financial Services business, which will be classified as a discontinued operation.
Such organizations or individuals may use a variety and combination of techniques, such as installing malicious software, exploiting vulnerabilities in information technology, using social engineering to mislead officers, employees and business partners into disclosing passwords and sensitive information, coordinating distributed denial-of-service attacks and abusing generative AI to render services unavailable. Sony has previously been the subject of cyber-attacks.
Such organizations or individuals may use a variety and combination of techniques, such as installing malicious software, exploiting vulnerabilities in information technology, using social engineering to mislead officers, employees and business partners into disclosing passwords and sensitive information, coordinating distributed denial-of-service attacks and using generative AI, which can execute more automated, targeted, and coordinated cyberattacks, to render services unavailable.
Sony’s sales and profitability may be affected by the operating performance of wholesalers, retailers, other resellers and third-party distributors. Sony is dependent for the distribution of its products on wholesalers, retailers, other resellers and third-party distributors, many of whom also distribute competitors’ products. For example, in some cases, Sony’s smartphones sold through cellular network carriers are subsidized by the carriers.
Sony’s sales and profitability may be affected by the operating performance of wholesalers, retailers, other resellers and third-party distributors. Sony is dependent for the distribution of its products on wholesalers, retailers, other resellers and third-party distributors, many of whom also distribute competitors’ products.
A majority of Sony’s directors and corporate executive officers are non-U.S. residents, and a substantial portion of the assets of Sony Group - 16 - Table of Contents Corporation and the assets of Sony’s directors and corporate executive officers are located outside the U.S.
Sony Group Corporation is incorporated in Japan with limited liability. A majority of Sony’s directors and corporate executive officers are non-U.S. residents, and a substantial portion of the assets of Sony Group Corporation and the assets of Sony’s directors and corporate executive officers are located outside the U.S.
Sony must continually introduce, enhance and stimulate customer demand for electronic products and services. Sales of these products and services are particularly sensitive to the significant weighting of consumer demand to the year-end holiday season.
Sales of these products and services are particularly sensitive to the significant weighting of consumer demand to the year-end holiday season.
In some cases, the completion of mergers and acquisitions is subject to certain closing conditions, including regulatory approvals. As a result of anti-trust laws and regulations and anti-trust regulatory authorities becoming stricter, regulatory reviews following the signing of a definitive agreement may take longer than expected, or - 7 - Table of Contents Sony may fail to obtain regulatory approvals.
As a result of anti-trust laws and regulations and anti-trust regulatory authorities becoming stricter, regulatory reviews following the signing of a definitive agreement may take longer than expected, or Sony may fail to obtain regulatory approvals.
Although Sony seeks to reduce its exposure to foreign exchange risk by hedging a portion of its net short-term foreign currency exposure shortly before the transactions occur, such hedging activity may not offset, or may offset only a portion of, the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place.
Mid- to long-term changes in exchange rate levels may interfere with Sony’s global allocation of resources and hinder Sony’s ability to engage in R&D, procurement, production, logistics, and sales activities while maintaining profitability. - 10 - Table of Contents Although Sony seeks to reduce its exposure to foreign exchange risk by hedging a portion of its net short-term foreign currency exposure shortly before the transactions occur, such hedging activity may not offset, or may offset only a portion of, the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place.
However, ADS holders will not be able to bring a derivative action, examine Sony’s accounting books and records, or exercise appraisal rights through the depositary. Sony Group Corporation is incorporated in Japan with limited liability.
The depositary will make efforts to vote the shares underlying ADSs in accordance with the instructions of ADS holders and will pay the dividends and distributions collected from Sony. However, ADS holders will not be able to bring a derivative action, examine Sony’s accounting books and records, or exercise appraisal rights through the depositary.
The Pictures segment’s various television networks are also distributed on third-party cable, satellite and other distribution systems and the failure to renew, or the renewal on less favorable terms of, television carriage contracts (broadcasting agreements) with these third-party distributors may adversely affect the Pictures segment’s ability to generate advertising and subscription sales through these networks. - 8 - Table of Contents Sony invests in programs to incentivize wholesalers, retailers, and other resellers and third-party distributors to position and promote Sony’s products, but there is no assurance that these programs will provide a significant return or incremental revenue by persuading consumers to buy Sony products instead of competitors’ products.
The Pictures segment’s various television networks are also distributed on third-party cable, satellite and other distribution systems and the failure to renew, or the renewal on less favorable terms of, television carriage contracts (broadcasting agreements) with these third-party distributors may adversely affect the Pictures segment’s ability to generate advertising and subscription sales through these networks.
A finding of non-compliance, or the perception that Sony has not responded appropriately to growing external stakeholder concern for such issues, whether or not Sony is legally required to do so, may adversely affect Sony’s reputation, operating results and financial condition. - 9 - Table of Contents Sony must manage its large volume of and widespread procurement from third-party suppliers and business partners to control inventory levels, availability, costs and quality of parts, components, materials, software and network services within volatile markets.
A finding of non-compliance, or the perception that Sony has not responded appropriately to growing external stakeholder concern for such issues, whether or not Sony is legally required to do so, may adversely affect Sony’s reputation, operating results and financial condition.
To strengthen the competitiveness of its products and services, Sony continues to invest in research and development (“R&D”), particularly in growth areas such as the Game & Network Services (“G&NS”) and Imaging & Sensing Solutions (“I&SS”) segments.
To strengthen the competitiveness of its products and services, Sony continues to invest in research and development (“R&D”), particularly in growth areas such as the G&NS and Imaging & Sensing Solutions (“I&SS”) segments. However, Sony may not be successful in investing in R&D if it fails to identify products, services and market trends with significant growth potential.
If Sony is required to increase cash contributions to its pension plans when actuarial assumptions, such as an expected long-term rate of return of the plan assets, are updated for purposes of determining statutory contributions, it may have an adverse impact on Sony’s cash flows. - 15 - Table of Contents Further losses in tax jurisdictions where Sony has assessed deferred tax assets as unrecognized, the inability of Sony to fully utilize its deferred tax assets, limitations on the use of its deferred tax assets under local law, exposure to additional tax liabilities or changes in Sony’s tax rates could adversely affect Sony’s operating results and financial condition.
Further losses in tax jurisdictions where Sony has assessed deferred tax assets as unrecognized, the inability of Sony to fully utilize its deferred tax assets, limitations on the use of its deferred tax assets under local law, exposure to additional tax liabilities or changes in Sony’s tax rates could adversely affect Sony’s operating results and financial condition.
Sony’s brand image, reputation and business may be harmed and Sony may be subject to legal claims if there is a breach or other compromise of Sony’s information security or that of its third-party service providers or business partners.
In addition, extreme weather conditions may become more severe and frequent as the temperature rises due to the effects of climate change, and such extreme weather conditions could heighten the risks and uncertainties noted above. - 13 - Table of Contents Sony’s brand image, reputation and business may be harmed and Sony may be subject to legal claims if there is a breach or other compromise of Sony’s information security or that of its third-party service providers or business partners.
Because the depositary, through its custodian agents, is the record holder of the shares underlying the ADSs, only the depositary can exercise those rights in connection with the deposited shares. The depositary will make efforts to vote the shares underlying ADSs in accordance with the instructions of ADS holders and will pay the dividends and distributions collected from Sony.
Because the depositary, through its custodian agents, is the record holder of the shares underlying the American Depositary Shares (“ADSs”), only the depositary can exercise those rights in connection with the deposited shares.
As a global company, Sony is subject to a wide range of laws and regulations in many countries and a growing focus on sustainability efforts, including corporate social responsibility from external stakeholders including shareholders, consumers, local communities and non-governmental organizations (“NGOs”).
If their financial condition continues to weaken, they stop distributing Sony’s products, or uncertainty regarding demand for Sony’s products or other factors cause them to reduce their ordering, marketing, subsidizing, or distributing Sony’s products, Sony’s operating results and financial condition may be adversely impacted. - 8 - Table of Contents As a global company, Sony is subject to a wide range of laws and regulations in many countries and a growing focus on sustainability efforts, including corporate social responsibility from external stakeholders including shareholders, consumers, local communities and non-governmental organizations (“NGOs”).
However, Sony may not be successful in investing in R&D if it fails to identify products, services and market trends with significant growth potential. In addition, Sony’s investments may not yield the innovation or the expected results quickly enough, or competitors may lead Sony in technological innovation. This may hinder Sony’s ability to commercialize new and competitive products and services.
In addition, Sony’s investments may not yield the innovation or the expected results quickly enough, or competitors may lead Sony in technological innovation. This may hinder Sony’s ability to commercialize new and competitive products and services. Sony must continually introduce, enhance and stimulate customer demand for electronic products and services.
As of the date of this report, Sony Group Corporation has been making concrete preparations for an execution of a partial spin-off (the “Spin-off”) of Sony Financial Group Inc. (“SFGI”), which operates the Financial Services business, and the listing of the shares of SFGI in October 2025.
In May 2025, Sony Group Corporation decided to submit a resolution for the execution of the Partial Spin-off of the Financial Services business, as of October 1, 2025, to the Board of Directors in early September 2025.
These situations may have an adverse impact on Sony’s operating results and financial condition. In addition, extreme weather conditions may become more severe and frequent as the temperature rises due to the effects of climate change, and such extreme weather conditions could heighten the risks and uncertainties noted above.
These situations may have an adverse impact on Sony’s operating results and financial condition.
Removed
For example, in the Pictures segment, as the number of theatrical releases increases with the resumption of production activities that had been paused due to the strikes by the Writers Guild of America (“WGA”) and the Screen Actors Guild - American Federation of Television and Radio Artists (“SAG-AFTRA”) in 2023, the theatrical release calendar of films by major studios could become more crowded, increasing competition for available screen space.
Added
For example, in the fiscal year ended March 31, 2025, Sony acquired additional shares of KADOKAWA Corporation (“KADOKAWA”). In some cases, the completion of mergers and acquisitions is subject to certain closing conditions, including regulatory approvals.
Removed
For example, in the fiscal year ended March 31, 2023, Sony acquired 100% of the shares of Bungie, Inc. (“Bungie”) an independent videogame developer in the United States; made an additional strategic investment in Epic Games, Inc. (“Epic Games”); and established a joint venture with Honda Motor Co., Ltd. in the mobility field.
Added
At a meeting of Sony Group Corporation’s Board of Directors held on May 14, 2025, Sony Group Corporation decided to submit a resolution for the execution of the Partial Spin-off of the Financial Services business to a meeting of the Board of Directors in early September 2025.
Removed
Items to be assessed for the execution of the Spin-off include the listing market(s) for the shares of SFGI, the necessary steps for dividends in kind in relation to the holders of American Depositary Shares (“ADSs”) of Sony Group Corporation, and the possibility of satisfying the requirements for tax-free treatment in some countries.
Added
The execution of the Partial Spin-off of the Financial Services business is expected to be on October 1, 2025, but is subject to approval from the Tokyo Stock Exchange (“TSE”) for the listing of SFGI shares, as well as approvals, certifications and/or permissions by other relevant authorities.
Removed
At this time, there is no guarantee that the Spin-off would satisfy the requirements for tax-free treatment in each country, including Japan. The execution and timing of the Spin-off are subject to approvals, certifications and/or permissions by the relevant stock exchange(s) and other relevant authorities regarding the steps that are ultimately selected after the assessment of these items.
Added
Sony invests in programs to incentivize wholesalers, retailers, and other resellers and third-party distributors to position and promote Sony’s products, but there is no assurance that these programs will provide a significant return or incremental revenue by persuading consumers to buy Sony products instead of competitors’ products.
Removed
There is no assurance that such subsidies will be continued at all or in the same amounts upon renewal of Sony’s agreements with these carriers or in agreements Sony enters into with new carriers.
Added
Sony must manage its large volume of and widespread procurement from third-party suppliers and business partners to control inventory levels, availability, costs and quality of parts, components, materials, software and network services within volatile markets.
Removed
If their financial condition continues to weaken, they stop distributing Sony’s products, or uncertainty regarding demand for Sony’s products or other factors cause them to reduce their ordering, marketing, subsidizing, or distributing Sony’s products, Sony’s operating results and financial condition may be adversely impacted.
Added
As a result of a resolution at the meeting of Sony Group Corporation’s Board of Directors on May 14, 2025 on the plan for the execution of the Partial Spin-off of the Financial Services business, the Financial Services business has been classified as a discontinued operation, in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations,” from the first quarter of the fiscal year ending March 31, 2026.
Removed
In the I&SS segment, Sony suspended product shipments of image sensors to a certain Chinese customer from September 2020, pursuant to export restrictions announced by the U.S. government in August 2020.
Added
If suppliers and other business partners are subjected to these cyberattacks, they may become unable to supply parts, materials, and services to Sony, which could consequently impact Sony’s businesses. Sony has previously been the subject of cyberattacks. For further details, refer to “Item 16K.
Removed
As a result, image sensor sales decreased compared to before the export restrictions came into effect, although Sony resumed a portion of shipments to the customer after receiving a U.S. export license. Sony also recorded inventory write-downs of certain image sensors for the same customer in the fiscal year ended March 31, 2021.
Added
If Sony is required to increase cash contributions to its pension plans when actuarial assumptions, such as an expected long-term rate of return of the plan assets, are updated for purposes of determining statutory contributions, it may have an adverse impact on Sony’s cash flows.
Removed
Mid- to long-term changes in exchange rate levels may interfere with Sony’s global allocation of resources and hinder Sony’s ability to engage in R&D, procurement, production, logistics, and sales activities while maintaining profitability.
Added
History and Development of the Company Sony Group Corporation was established in Japan in May 1946 as Tokyo Tsushin Kogyo Kabushiki Kaisha, a joint stock company ( Kabushiki Kaisha ) under Japanese law.
Added
It changed its name to Sony Kabushiki Kaisha (“Sony Corporation” in English) in January 1958, and changed its name again to Sony Group Kabushiki Kaisha (“Sony Group Corporation” in English) in April 2021 in order to focus on its role as the headquarters of the Sony Group. In December 1958, Sony Group Corporation was listed on the TSE.
Added
In June 1961, Sony Group Corporation issued American Depositary Receipts (“ADRs”) in the U.S. In March 1968, Sony Group Corporation established CBS/Sony Records Inc. in Japan, as a 50-50 joint venture company between Sony Group Corporation and CBS Inc. in the U.S.
Added
In January 1988, the joint venture became a wholly-owned subsidiary of Sony Group Corporation, and in April 1991, changed its name to Sony Music Entertainment (Japan) Inc. (“SMEJ”). In November 1991, SMEJ was listed on the Second Section of the TSE. In September 1970, Sony Group Corporation was listed on the New York Stock Exchange (the “NYSE”).
Added
In August 1979, Sony Group Corporation established Sony Prudential Life Insurance Co., Ltd. in Japan, as a 50-50 joint venture company between Sony Group Corporation and The Prudential Insurance Company of America. In April 1991, the joint venture changed its name to Sony Life Insurance Co., Ltd. (“Sony Life”).
Added
In March 1996, Sony Life became a wholly-owned subsidiary of Sony Group Corporation. In July 1984, Sony Magnescale Inc., a subsidiary of Sony Group Corporation, was listed on the Second Section of the TSE. The subsidiary changed its name to Sony Precision Technology Inc. in October 1996 and then to Sony Manufacturing Systems Corporation in April 2004.
Added
In April 2012, Sony Manufacturing Systems was merged into Sony EMCS Corporation. Sony EMCS Corporation changed its name to Sony Global Manufacturing & Operations Corporation in April 2016. In July 1987, Sony Chemicals Corporation, a subsidiary of Sony Group Corporation, was listed on the Second Section of the TSE.
Added
The subsidiary changed its name to Sony Chemical & Information Device Corporation in July 2006, and changed its name again to Dexerials Corporation in October 2012. In January 1988, Sony Group Corporation acquired CBS Records Inc., the music business division of CBS Inc. in the U.S.
Added
The acquired company changed its name to Sony Music Entertainment Inc. in January 1991 and then to Sony Music Holdings Inc. in December 2008. In November 1989, Sony Group Corporation acquired Columbia Pictures Entertainment, Inc. in the U.S. In August 1991, Columbia Pictures Entertainment, Inc. changed its name to Sony Pictures Entertainment Inc. (“SPE”).
Added
In November 1993, Sony Group Corporation established Sony Computer Entertainment Inc. in Japan. Sony Computer Entertainment Inc. changed its name to Sony Interactive Entertainment Inc. in April 2016. In October 1995, Sony/ATV Music Publishing LLC (“Sony/ATV”) was formed as a 50-50 joint venture company between Sony Group Corporation and Michael Jackson.

… 229 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

8 edited+730 added−251 removed1 unchanged
Biggest changeName of company Country of incorporation/residence (As of March 31, 2024) Percentage owned Sony Interactive Entertainment Inc. Japan 100.0 Sony Music Entertainment (Japan) Inc. Japan 100.0 Sony Corporation Japan 100.0 Sony Global Manufacturing & Operations Corporation Japan 100.0 Sony Network Communications Inc. Japan 100.0 Sony Marketing Inc.
Biggest changeF- 115 SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES 29. Subsidiaries The following table sets forth the major consolidated subsidiaries owned, directly or indirectly, by Sony Group Corporation. Name of company Country of incorporation /residence (As of March 31, 2025) Percentage owned Sony Interactive Entertainment Inc. Japan 100.0 Sony Music Entertainment (Japan) Inc.
Japan 100.0 Sony Corporation of America U.S.A. 100.0 Sony Interactive Entertainment LLC U.S.A. 100.0 Sony Music Entertainment U.S.A. 100.0 Sony Music Publishing LLC U.S.A. 100.0 Sony Pictures Entertainment Inc. U.S.A. 100.0 Columbia Pictures Industries, Inc. U.S.A. 100.0 CPT Holdings, Inc. U.S.A. 100.0 Sony Electronics Inc. U.S.A. 100.0 Sony Interactive Entertainment Europe Ltd. U.K. 100.0 Sony Europe B.V.
Japan 100.0 Sony Bank Inc. Japan 100.0 Sony Assurance Inc. Japan 100.0 Sony Corporation of America U.S.A. 100.0 Sony Interactive Entertainment LLC U.S.A. 100.0 Sony Music Entertainment U.S.A. 100.0 Sony Music Publishing LLC U.S.A. 100.0 Sony Pictures Entertainment Inc. U.S.A. 100.0 Sony Electronics Inc. U.S.A. 100.0 Sony Interactive Entertainment Europe Ltd. U.K. 100.0 Sony Europe B.V.
The Financial Services segment primarily represents individual life insurance and non-life insurance businesses and the banking business in Japan. All Other consists of various operating activities, including the disc manufacturing and recording media businesses.
The Financial Services segment primarily represents individual life insurance and non-life insurance businesses and the banking business in Japan. All Other consists of various operating activities, including the disc manufacturing and recording media businesses. Sony’s products and services are generally unique to a single operating segment.
Japan 100.0 Sony Semiconductor Solutions Corporation Japan 100.0 Sony Semiconductor Manufacturing Corporation Japan 100.0 Sony Semiconductor Energy Management Corporation Japan 100.0 Sony Storage Media Solutions Corporation Japan 100.0 Sony Global Solutions Inc. Japan 100.0 Sony Financial Group Inc. Japan 100.0 Sony Life Insurance Co., Ltd. Japan 100.0 Sony Bank Inc. Japan 100.0 Sony Assurance Inc.
Japan 100.0 Sony Corporation Japan 100.0 Sony Global Manufacturing & Operations Corporation Japan 100.0 Sony Network Communications Inc. Japan 100.0 Sony Marketing Inc. Japan 100.0 Sony Semiconductor Solutions Corporation Japan 100.0 Sony Semiconductor Manufacturing Corporation Japan 100.0 Sony Storage Media Solutions Corporation * Japan 100.0 Sony Financial Group Inc. Japan 100.0 Sony Life Insurance Co., Ltd.
U.K. 100.0 Sony Global Treasury Services Plc U.K. 100.0 Sony Overseas Holding B.V. Netherlands 100.0 Sony (China) Limited China 100.0 Sony EMCS (Malaysia) Sdn. Bhd. Malaysia 100.0 Sony Electronics (Singapore) Pte. Ltd. Singapore 100.0 Sony Device Technology (Thailand) Co., Ltd. Thailand 100.0 D. Property, Plant and Equipment Sony has a number of offices, plants and warehouses throughout the world.
U.K. 100.0 Sony Global Treasury Services Plc U.K. 100.0 Sony Overseas Holding B.V. Netherlands 100.0 Sony (China) Limited China 100.0 Sony EMCS (Malaysia) Sdn. Bhd. Malaysia 100.0 Sony Electronics (Singapore) Pte. Ltd.
This investment included approximately 339.6 billion yen to increase image sensor production capacity. B. Business Overview The G&NS segment includes the network services businesses, the manufacture and sales of home gaming products and the production and sales of digital software and add-on content. The Music segment includes the Recorded Music, Music Publishing and Visual Media and Platform businesses.
Sony’s CODM is its Chairman and Chief Executive Officer. The G&NS segment includes the production and sales of digital software and add-on content, the network services businesses and the manufacture and sales of home gaming products. The Music segment includes the Recorded Music, Music Publishing and Visual Media and Platform businesses.
As such, lending and borrowing between subsidiaries in the Financial Services segment and the other companies within Sony Group is strictly limited.
Accordingly, lending and borrowing between subsidiaries in the Financial Services segment and the other companies within Sony Group is strictly limited. The carrying amounts of total assets of Sony Financial Group Inc. (“SFGI”) as of March 31, 2024 and 2025 are 20,877,128 million yen and 21,072,828 million yen, respectively.
In the Financial Services segment, it is important to maintain a strong and sound financial foundation for the business as well as to meet diversifying customer needs. Sony Life and Sony Assurance have maintained a solvency margin ratio required by the Japanese domestic criteria. Sony Bank has maintained a sufficient capital adequacy ratio required by the Japanese domestic criteria.
Material requirements which Sony is subject to are as follows: Insurance business: Solvency margin ratio The life insurance subsidiary and the non-life insurance subsidiary have maintained a solvency margin ratio required by the Japanese domestic criteria. Banking business: Capital adequacy ratio The banking subsidiary has maintained a capital adequacy ratio required by the Japanese domestic criteria.
Removed
Item 4. Information on the Company A. History and Development of the Company Sony Group Corporation was established in Japan in May 1946 as Tokyo Tsushin Kogyo Kabushiki Kaisha, a joint stock company ( Kabushiki Kaisha ) under Japanese law.
Added
Information on the Company ” 11.1 Global Policy on Insider Trading Prevention, incorporated by reference to Exhibit 11.1 to Sony’s annual report on Form 20-F for the fiscal year ended March 31, 2024 (Commission file number 001-06439) filed on June 25, 2024 12.1 302 Certification 12.2 302 Certification 13.1 906 Certification 15.1 Consent of PricewaterhouseCoopers Japan LLC 97.1 Sony Group Corporation Clawback Policy, incorporated by reference to Exhibit 97.1 to Sony’s annual report on Form 20-F for the fiscal year ended March 31, 2024 (Commission file number 001-06439) filed on June 25, 2024 101.INS Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The cover page for the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2025, has been formatted in Inline XBRL - 127 - Table of Contents SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Removed
It changed its name to Sony Kabushiki Kaisha (“Sony Corporation” in English) in January 1958, and changed its name again to Sony Group Kabushiki Kaisha (“Sony Group Corporation” in English) in April 2021 in order to focus on its role as the headquarters of the Sony Group.
Added
SONY GROUP CORPORATION (Registrant) By: /s/ LIN TAO (Signature) Lin Tao Chief Financial Officer Date: June 20, 2025 - 128 - Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES Page Report of Independent Registered Public Accounting Firm (PCAOB ID 2743) F-2 Consolidated Statements of Financial Position F- 5 Consolidated Statements of Income F- 7 Consolidated Statements of Comprehensive Income F- 8 Consolidated Statements of Changes in Stockholders’ Equity F- 9 Consolidated Statements of Cash Flows F- 10 Index to Notes to Consolidated Financial Statements F- 12 Notes to Consolidated Financial Statements F- 13 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.
Removed
In December 1958, Sony Group Corporation was listed on the Tokyo Stock Exchange (the “TSE”). In June 1961, Sony Group Corporation issued American Depositary Receipts in the U.S. In March 1968, Sony Group Corporation established CBS/Sony Records Inc. in Japan, as a 50-50 joint venture company between Sony Group Corporation and CBS Inc. in the U.S.
Added
F-1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Sony Group Corporation (Sony Group Kabushiki Kaisha) Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial position of Sony Group Corporation and its subsidiaries (the “Company”) as of March 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).
Removed
In January 1988, the joint venture became a wholly-owned subsidiary of Sony Group Corporation, and in April 1991, changed its name to Sony Music Entertainment (Japan) Inc. (“SMEJ”). In November 1991, SMEJ was listed on the Second Section of the TSE. In September 1970, Sony Group Corporation was listed on the New York Stock Exchange (the “NYSE”).
Added
We also have audited the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Removed
In August 1979, Sony Group Corporation established Sony Prudential Life Insurance Co., Ltd. in Japan, as a 50-50 joint venture company between Sony Group Corporation and The Prudential Insurance Company of America. In April 1991, the joint venture changed its name to Sony Life Insurance Co., Ltd. (“Sony Life”).
Added
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2025 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Removed
In March 1996, Sony Life became a wholly-owned subsidiary of Sony Group Corporation. In July 1984, Sony Magnescale Inc., a subsidiary of Sony Group Corporation, was listed on the Second Section of the TSE. The subsidiary changed its name to Sony Precision Technology Inc. in October 1996 and then to Sony Manufacturing Systems Corporation in April 2004.
Added
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Removed
In April 2012, Sony Manufacturing Systems was merged into Sony EMCS Corporation. Sony EMCS Corporation changed its name to Sony Global Manufacturing & Operations Corporation in April 2016. In July 1987, Sony Chemicals Corporation, a subsidiary of Sony Group Corporation, was listed on the Second Section of the TSE.
Added
Change in Accounting Principle As discussed in Note 13 to the consolidated financial statements, the Company changed the manner in which it accounts for insurance contracts as of April 1, 2023.
Removed
The subsidiary changed its name to Sony Chemical & Information Device Corporation in July 2006, and changed its name again to Dexerials Corporation in October 2012. In January 1988, Sony Group Corporation acquired CBS Records Inc., the music business division of CBS Inc. in the U.S.
Added
Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15(b).
Removed
The acquired company changed its name to Sony Music Entertainment Inc. in January 1991 and then to Sony Music Holdings Inc. in December 2008. In November 1989, Sony Group Corporation acquired Columbia Pictures Entertainment, Inc. in the U.S. In August 1991, Columbia Pictures Entertainment, Inc. changed its name to Sony Pictures Entertainment Inc. (“SPE”).
Added
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.
Removed
In November 1993, Sony Group Corporation established Sony Computer Entertainment Inc. in Japan. Sony Computer Entertainment Inc. changed its name to Sony Interactive Entertainment Inc. in April 2016. In October 1995, Sony/ATV Music Publishing LLC (“Sony/ATV”) was formed as a 50-50 joint venture company between Sony Group Corporation and Michael Jackson.
Added
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Removed
In September 2016, the joint venture became a wholly-owned subsidiary of Sony Group Corporation. In January 2021, Sony/ATV changed its name to Sony Music Publishing (US) LLC.
Added
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Removed
In January 2000, acquisition transactions by way of a share exchange were completed such that three subsidiaries which had been listed on the TSE — SMEJ, Sony Chemicals Corporation (currently Dexerials Corporation), and Sony Precision Technology Inc. (currently Sony Global Manufacturing & Operations Corporation) — became wholly-owned subsidiaries of Sony Group Corporation.
Added
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Removed
In September 2012, Sony Group Corporation completed the sale of certain of its chemical products businesses, including Sony Chemical & Information Device Corporation (currently Dexerials Corporation) to Development Bank of Japan Inc. In October 2001, Sony Ericsson Mobile Communications AB (“Sony Ericsson”), a 50-50 joint venture company between Sony Group Corporation and Telefonaktiebolaget LM Ericsson (“Ericsson”) of Sweden, was established.
Added
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
Removed
In February 2012, Sony acquired Ericsson’s 50% equity interest in Sony Ericsson. As a result of the acquisition, Sony Ericsson became a wholly-owned subsidiary of Sony and changed its name to Sony Mobile Communications AB. In October 2002, Aiwa Co., Ltd. (“Aiwa”), then a TSE-listed subsidiary, became a wholly-owned subsidiary of Sony Group Corporation.
Added
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.
Removed
In December 2002, Aiwa was merged into Sony Group Corporation. - 18 - Table of Contents In June 2003, Sony Group Corporation adopted the “Company with Three Committees” corporate governance system in line with the revised Japanese Commercial Code then effective. (Refer to “Board Practices” in “Item 6.
Added
We believe that our audits provide a reasonable basis for our opinions.
Removed
Directors, Senior Management and Employees. ”) In April 2004, Sony Group Corporation established Sony Financial Holdings, Inc. (“SFH”), a financial holding company, in Japan. Sony Life, Sony Assurance Inc. (“Sony Assurance”), and Sony Bank Inc. (“Sony Bank”) became subsidiaries of SFH.
Added
Subsequent Event As discussed in Note 33 to the consolidated financial statements, on May 14, 2025, the Company decided to submit a resolution for the execution of a partial spin-off of Sony Financial Group Inc., a wholly-owned subsidiary of the Company, as of October 1, 2025, to the Board in early September 2025.
Removed
In October 2007, SFH was listed on the First Section of the TSE in conjunction with the global initial public offering of shares of SFH by Sony Group Corporation and SFH.
Added
F-2 Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Removed
In September 2020, SFH became a wholly-owned subsidiary of Sony Group Corporation through Sony’s tender offer for the common shares and the related stock acquisition rights of SFH and the subsequent procedures for the purchase of all of SFH’s remaining common shares. In October 2021, SFH changed its company name to SFGI.
Added
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Removed
In May 2023, Sony Group Corporation announced that it had begun an assessment of the Spin-off of SFGI and the listing of the shares of SFGI, and in February 2024, Sony Group Corporation decided to begin making concrete preparations for the execution of the Spin-off, following receipt of approval from the Minister of Economy, Trade and Industry of Japan regarding its Corporate Restructuring Plan for the Spin-off based on the Act on Strengthening Industrial Competitiveness of Japan.
Added
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Removed
Sony currently plans to execute the Spin-off and list the shares of SFGI in October 2025. In April 2004, S-LCD Corporation (“S-LCD”), a joint venture between Sony Group Corporation and Samsung Electronics Co., Ltd. of Korea for the manufacture of amorphous thin film transistor LCD panels, was established in Korea. Sony’s stake in S-LCD was 50% minus 1 share.
Added
Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
Removed
In January 2012, Sony sold all of its shares of S-LCD to Samsung Electronics Co., Ltd. In August 2004, Sony combined its worldwide recorded music business, excluding its recorded music business in Japan, with the worldwide recorded music business of Bertelsmann AG (“Bertelsmann”), forming a 50-50 joint venture, SONY BMG MUSIC ENTERTAINMENT (“SONY BMG”).
Added
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Removed
In October 2008, Sony acquired Bertelsmann’s 50% equity interest in SONY BMG. As a result of the acquisition, SONY BMG became a wholly-owned subsidiary of Sony. In January 2009, SONY BMG changed its name to Sony Music Entertainment (“SME”).
Added
Significant assumptions used in the valuation of insurance contract liabilities not measured under the premium allocation approach (“PAA”) As described in Notes 3 and 13 to the consolidated financial statements, insurance contracts that the Company underwrites in the insurance business included in the Financial Services segment, mainly consist of whole life, term life, disease and health insurance, variable life insurance, and individual variable annuity contracts.
Removed
In December 2005, Sony Communication Network Corporation, a subsidiary of Sony Group Corporation, was listed on the Mother’s market of the TSE, and was later listed on the First Section of the TSE in January 2008. It changed its name to So-net Entertainment Corporation in October 2006, and changed its name again to So-net Corporation (“So-net”) in July 2013.
Added
The insurance contract liabilities related to insurance contracts are recognized in the consolidated statements of financial position. The carrying amount of a group of insurance contracts at each reporting date is the sum of the liability for incurred claims and the liability for remaining coverage.
Removed
In January 2013, Sony Group Corporation acquired all of the common shares of So-net through a tender offer and subsequent share exchange and, as a result of the acquisition, So-net became a wholly-owned subsidiary of Sony Group Corporation. So-net was renamed Sony Network Communications Inc. (“SNC”) in July 2016.
Added
For insurance contracts not measured under the PAA, the liability for remaining coverage comprises fulfillment cash flows and contractual service margin (“CSM”). The fulfillment cash flows are measured at the reporting date using current estimates of future cash flows, discount rates, and risk adjustment for non-financial risk.
Removed
In June 2012, an investor group including Sony Corporation of America (“SCA”) established DH Publishing, L.P. (“EMI”) to own and manage EMI Music Publishing, which it then acquired. This acquisition resulted in Nile Acquisition LLC (“Nile”), of which SCA owned 74.9% and the Estate of Michael Jackson (the “Estate”) owned 25.1%, acquiring approximately 40% of the equity interest in EMI.
Added
The mortality rates, morbidity rates, lapse and surrender rates, and discount rates, which are used to measure the estimates of the present value of future cash flows, are significant assumptions for measuring insurance contract liabilities not measured under the PAA.
Removed
In July 2018, Sony completed the acquisition of the Estate’s equity interest in Nile, resulting in Sony owning approximately 40% of the equity interest in EMI. In November 2018, Sony completed the acquisition of the remaining approximately 60% equity interest in EMI, resulting in EMI becoming a wholly-owned subsidiary of Sony.
Added
As of March 31, 2025, the insurance contract liabilities not measured under the PAA were 12,745,304 million yen, of which estimates of present value of future cash flows represent 10,413,511 million yen.
Removed
In January 2021, Nile changed its name to Sony Music Publishing LLC (“SMP”). SMP encompasses both the former Sony/ATV and EMI. In April 2013, Sony Olympus Medical Solutions Inc. (“SOMED”), a medical business venture between Sony Group Corporation and Olympus Corporation, was established in Japan. Sony’s stake in SOMED is 51%.
Added
The principal considerations for our determination that performing procedures relating to the significant assumptions used in the valuation of the insurance contract liabilities not measured under the PAA is a critical audit matter are (i) management’s significant judgment involved in developing the aforementioned significant assumptions, (ii) which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s significant assumptions, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Removed
In July 2014, Sony Group Corporation sold its personal computer (“PC”) business operated under the VAIO brand to Japan Industrial Partners, Inc. In July 2014, pursuant to a separation of Sony’s businesses into distinct subsidiaries, the television business was split out and began operations as Sony Visual Products Inc.
Added
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
Removed
In October 2015, the video and sound business was split out and began operations as Sony Video & Sound Products Inc. (“SVS”).
Added
These procedures included testing the effectiveness of controls relating to the valuation of the insurance contract liabilities not measured under the PAA, including controls over the determination of significant assumptions of mortality rates, morbidity rates, lapse and surrender rates, and discount rates, and controls over the completeness and accuracy of data used by management to develop the significant assumptions, such as past claims, lapses and surrenders, and discount rates.
Removed
In April 2016, the imaging and sensing solutions business was split out and began operations as Sony Semiconductor Solutions Corporation (“SSS”). - 19 - Table of Contents In April 2017, the imaging products and solutions business was split out and began operations as Sony Imaging Products & Solutions Inc.
Added
These procedures also included, among others, testing the completeness and accuracy of data used by management to develop the significant assumptions.
Removed
(“SIPS”), which completed the sequential separation of Sony’s business units into distinct subsidiaries. In September 2017, Sony transferred its battery businesses to the Murata Manufacturing Co., Ltd. Group. In April 2019, Sony Visual Products Inc. and SVS merged to become Sony Home Entertainment & Sound Products Inc. (“SHES”).
Added
Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the methodology used by management to determine their significant F-3 assumptions and the reasonableness of the aforementioned significant assumptions used in the valuation of the insurance contract liabilities not measured under the PAA based on industry knowledge and the Company’s historical experience. /s/ PricewaterhouseCoopers Japan LLC Tokyo, Japan June 20, 2025 We have served as the Company’s auditor since 2006.
Removed
In April 2020, Sony established Sony Electronics Corporation, an intermediate holding company encompassing the electronics products and solutions businesses. In April 2021, in connection with the above-mentioned launch of Sony Group Corporation, Sony Electronics Corporation, SHES, SIPS and Sony Mobile Communications Inc. were merged into one company, which was renamed Sony Corporation.
Added
F- 4 SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Financial Position Yen in millions Note March 31, 2024 March 31, 2025 ASSETS Current assets: Cash and cash equivalents 27 1,907,113 2,980,956 Investments and advances in the Financial Services segment (including assets pledged that secured parties are permitted to sell or repledge of 100,551 million yen and 131,544 million yen as of March 31, 2024 and March 31, 2025, respectively) 5, 14 398,153 453,677 Trade and other receivables, and contract assets 5, 22 2,158,196 1,943,184 Inventories 7 1,518,644 1,310,770 Other financial assets 5 125,365 145,192 Other current assets 19 669,335 621,209 Total current assets 6,776,806 7,454,988 Non-current assets: Investments accounted for using the equity method 8 423,744 347,718 Investments and advances in the Financial Services segment (including assets pledged that secured parties are permitted to sell or repledge of 2,380,365 million yen and 2,797,194 million yen as of March 31, 2024 and March 31, 2025, respectively) 5, 14 18,939,794 18,736,298 Property, plant and equipment 9 1,522,640 1,513,660 Right-of-use assets 10 503,395 521,685 Goodwill 11 1,487,100 1,508,721 Content assets 11, 27 1,928,113 2,249,048 Other intangible assets 11 615,602 671,212 Deferred tax assets 25 499,550 559,284 Other financial assets 5 897,341 1,164,630 Other non-current assets 19 513,405 565,929 Total non-current assets 27,330,684 27,838,185 Total assets 34,107,490 35,293,173 (Continued on the following page.) F-5 SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Financial Position (Continued) Yen in millions Note March 31, 2024 March 31, 2025 LIABILITIES Current liabilities: Short-term borrowings 5, 14 1,812,605 1,843,959 Current portion of long-term debt 5, 14 217,711 287,445 Trade and other payables 5 2,064,905 2,100,144 Deposits from customers in the banking business 5 3,670,567 3,981,193 Income taxes payables 152,074 89,485 Participation and residual liabilities in the Pictures segment 18 251,743 236,752 Other financial liabilities 5 116,044 110,689 Other current liabilities 13,19 1,906,396 2,039,121 Total current liabilities 10,192,045 10,688,788 Non-current liabilities: Long-term debt 5, 14 2,058,117 2,066,842 Defined benefit liabilities 17 247,583 236,941 Deferred tax liabilities 25 166,424 175,228 Insurance contract liabilities 13 12,931,995 12,689,306 Participation and residual liabilities in the Pictures segment 18 206,081 188,919 Other financial liabilities 5 386,761 574,351 Other non-current liabilities 19 162,379 162,647 Total non-current liabilities 16,159,340 16,094,234 Total liabilities 26,351,385 26,783,022 EQUITY Sony Group Corporation’s stockholders’ equity: 20 Common stock 881,357 881,357 Additional paid-in capital 1,483,410 1,483,527 Retained earnings 6,002,407 6,678,168 Accumulated other comprehensive income (376,063 ) (566,447 ) Treasury stock, at cost (403,934 ) (296,860 ) Equity attributable to Sony Group Corporation’s stockholders 7,587,177 8,179,745 Noncontrolling interests 27 168,928 330,406 Total equity 7,756,105 8,510,151 Total liabilities and equity 34,107,490 35,293,173 The accompanying notes are an integral part of these statements.
Removed
Additionally, certain support functions for the electronics products and solutions businesses and the imaging products and solutions business that had been carried out by Sony Group Corporation were transferred to Sony Corporation and SSS.
Added
F-6 SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Income Yen in millions Fiscal year ended March 31 Note 2023 2024 2025 Sales and financial services revenue: Sales 22 10,095,841 11,260,037 12,034,917 Financial services revenue 5, 13 Insurance revenue 554,570 586,115 622,959 Other financial services revenue 323,962 1,174,616 299,188 Total financial services revenue 878,532 1,760,731 922,147 Total sales and financial services revenue 10,974,373 13,020,768 12,957,064 Costs and expenses: Cost of sales 7, 17, 23 7,174,723 8,089,317 8,504,810 Selling, general and administrative 17, 23 1,969,170 2,156,156 2,256,829 Financial services expenses 5, 13, 17 Insurance service expenses 382,213 407,206 452,932 Insurance finance expenses (income) 85,399 1,029,700 153,561 Other financial services expenses 96,949 169,464 183,209 Total financial services expenses 564,561 1,606,370 789,702 Other operating (income) expense, net 23 (12,021 ) (29,404 ) (9,241 ) Total costs and expenses 9,696,433 11,822,439 11,542,100 Share of profit (loss) of investments accounted for using the equity method 8 24,449 10,502 (7,801 ) Operating income 1,302,389 1,208,831 1,407,163 Financial income 24 31,058 125,597 139,024 Financial expenses 24 58,951 65,766 72,461 Income before income taxes 1,274,496 1,268,662 1,473,726 Income taxes 25 262,723 288,168 313,839 Net income 1,011,773 980,494 1,159,887 Net income attributable to Sony Group Corporation’s stockholders 1,005,277 970,573 1,141,600 Noncontrolling interests 6,496 9,921 18,287 Yen Fiscal year ended March 31 Note 2023 2024 2025 Per share data: 26 Net income attributable to Sony Group Corporation’s stockholders - Basic 162.71 157.66 188.71 - Diluted 161.97 157.14 187.92 The accompanying notes are an integral part of these statements.
Removed
In April 2022, due to a restructuring of the segments of the TSE, Sony Group Corporation moved from the First Section to the Prime Market of the TSE. In July 2022, Sony Interactive Entertainment LLC acquired Bungie, an independent videogame developer in the United States. In September 2022, Sony Honda Mobility Inc.
Added
F- 7 SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Comprehensive Income Yen in millions Fiscal year ended March 31 Note 2023 2024 2025 Net income 1,011,773 980,494 1,159,887 Other comprehensive income, net of tax - 20 Items that will not be reclassified to profit or loss Changes in equity instruments measured at fair value through other comprehensive income (36,862 ) (53,814 ) (12,531 ) Remeasurement of defined benefit pension plans 18,891 25,875 10,583 Share of other comprehensive income of investments accounted for using the equity method 145 613 (911 ) Items that may be reclassified subsequently to profit or loss Changes in debt instruments measured at fair value through other comprehensive income (819,192 ) (704,636 ) (681,515 ) Cash flow hedges 12,379 1,352 (4,295 ) Insurance finance income (expenses) 727,716 563,396 568,291 Exchange differences on translating foreign operations 178,275 442,406 (79,266 ) Share of other comprehensive income of investments accounted for using the equity method 3,554 4,735 (337 ) Other (144 ) (283 ) (676 ) Total other comprehensive income, net of tax 84,762 279,644 (200,657 ) Comprehensive income 1,096,535 1,260,138 959,230 Comprehensive income attributable to Sony Group Corporation’s stockholders 1,087,289 1,247,301 941,030 Noncontrolling interests 9,246 12,837 18,200 The accompanying notes are an integral part of these statements.
Removed
(“Sony Honda Mobility”), a joint venture in the mobility field between Sony Group Corporation and Honda Motor Co., Ltd., was established in Japan. Sony’s stake in Sony Honda Mobility is 50%. Sony Group Corporation’s registered office is located at 7-1, Konan 1-chome, Minato-ku, Tokyo 108-0075, Japan, telephone +81-3-6748-2111. Its website is https://www.sony.com/en/ .
Added
F- 8 SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Changes in Stockholders’ Equity Yen in millions Note Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Treasury stock, at cost Sony Group Corporation’s stockholders’ equity Noncontrolling interests Total equity Balance at April 1, 2022 880,365 1,461,053 4,170,417 (677,989 ) (180,042 ) 5,653,804 52,778 5,706,582 Comprehensive income: Net income 1,005,277 1,005,277 6,496 1,011,773 Other comprehensive income, net of tax 20 82,012 82,012 2,750 84,762 Total comprehensive income 1,005,277 82,012 1,087,289 9,246 1,096,535 Transfer to retained earnings 18,593 (18,593 ) - - Transactions with stockholders and other: Exercise of stock acquisition rights (14 ) (1,352 ) 10,364 8,998 8,998 Conversion of convertible bonds (2,588 ) (13,858 ) 42,993 26,547 26,547 Compensation expenses related to stock-based compensation transactions 11,064 11,064 11,064 Dividends declared (70.00 yen per share) (86,635 ) (86,635 ) (5,980 ) (92,615 ) Purchase of treasury stock 20 (99,248 ) (99,248 ) (99,248 ) Reissuance of treasury stock 1,242 2,426 3,668 3,668 Transactions with noncontrolling interests shareholders and other (6,950 ) (6,950 ) 2,569 (4,381 ) Balance at March 31, 2023 880,365 1,463,807 5,092,442 (614,570 ) (223,507 ) 6,598,537 58,613 6,657,150 Yen in millions Note Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Treasury stock, at cost Sony Group Corporation’s stockholders’ equity Noncontrolling interests Total equity Balance at April 1, 2023 880,365 1,463,807 5,092,442 (614,570 ) (223,507 ) 6,598,537 58,613 6,657,150 Comprehensive income: Net income 970,573 970,573 9,921 980,494 Other comprehensive income, net of tax 20 276,728 276,728 2,916 279,644 Total comprehensive income 970,573 276,728 1,247,301 12,837 1,260,138 Transfer to retained earnings 38,221 (38,221 ) - - Transactions with stockholders and other: Stock issued under stock-based compensation transactions 992 (1,939 ) (144 ) 19,257 18,166 18,166 Compensation expenses related to stock-based compensation transactions 13,956 13,956 13,956 Dividends declared (80.00 yen per share) (98,685 ) (98,685 ) (5,786 ) (104,471 ) Purchase of treasury stock 20 (202,974 ) (202,974 ) (202,974 ) Reissuance of treasury stock 1,786 3,290 5,076 5,076 Transactions with noncontrolling interests shareholders and other 27 5,800 5,800 103,264 109,064 Balance at March 31, 2024 881,357 1,483,410 6,002,407 (376,063 ) (403,934 ) 7,587,177 168,928 7,756,105 Yen in millions Note Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Treasury stock, at cost Sony Group Corporation’s stockholders’ equity Noncontrolling interests Total equity Balance at April 1, 2024 881,357 1,483,410 6,002,407 (376,063 ) (403,934 ) 7,587,177 168,928 7,756,105 Comprehensive income: Net income 1,141,600 1,141,600 18,287 1,159,887 Other comprehensive income, net of tax 20 (200,570 ) (200,570 ) (87 ) (200,657 ) Total comprehensive income 1,141,600 (200,570 ) 941,030 18,200 959,230 Transfer to retained earnings (10,186 ) 10,186 - - Transactions with stockholders and other: Stock issued under stock-based compensation transactions 3,008 (1,179 ) 49,608 51,437 51,437 Compensation expenses related to stock-based compensation transactions 8,575 8,575 8,575 Dividends declared (95.00 yen per share) (115,312 ) (115,312 ) (7,704 ) (123,016 ) Purchase of treasury stock 20 (285,548 ) (285,548 ) (285,548 ) Reissuance of treasury stock 1 4 5 5 Cancellation of treasury stock 20 (3,848 ) (339,162 ) 343,010 - - Transactions with noncontrolling interests shareholders and other 27 (7,619 ) (7,619 ) 150,982 143,363 Balance at March 31, 2025 881,357 1,483,527 6,678,168 (566,447 ) (296,860 ) 8,179,745 330,406 8,510,151 The accompanying notes are an integral part of these statements.
Removed
The agent in the U.S. for purposes of this Item 4 is Sony Corporation of America, 25 Madison Avenue, 26 th Floor, New York, NY 10010-8601 (Attn: Office of the General Counsel). Sony files reports and other information with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the SEC’s rules and regulations that apply to foreign private issuers.
Added
F- 9 SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Cash Flows Yen in millions Fiscal year ended March 31 Note 2023 2024 2025 Cash flows from operating activities: Income before income taxes 1,274,496 1,268,662 1,473,726 Adjustments to reconcile income before income taxes to net cash provided by operating activities: Depreciation and amortization, including amortization of contract costs 1,004,590 1,144,981 1,152,987 Other operating (income) expense, net 23 (12,021 ) (29,404 ) (9,241 ) (Gain) loss on securities, net (other than Financial Services segment) 24 4,469 (73,166 ) (75,742 ) Share of (profit) loss of investments accounted for using the equity method, net of dividends (17,696 ) (715 ) 20,741 Changes in assets and liabilities: (Increase) decrease in trade receivables and contract assets (70,349 ) (243,646 ) 228,623 (Increase) decrease in inventories (560,382 ) 75,641 199,916 Increase in investments and advances in the Financial Services segment (1,093,792 ) (1,748,913 ) (824,443 ) Increase in content assets 27 (594,547 ) (486,183 ) (683,388 ) Increase (decrease) in trade payables (107,250 ) 9,188 136,952 Increase in insurance contract liabilities, net of insurance contract assets 13 330,654 1,370,580 573,749 Increase in deposits from customers in the banking business 300,201 536,688 401,014 Increase (decrease) in borrowings in the life insurance business and the banking business 111,314 (41,516 ) 66,783 Increase (decrease) in taxes payable other than income taxes, net 4,183 (22,491 ) (15,461 ) (Increase) decrease in other financial assets and other current assets 5,932 (31,821 ) (81,081 ) Increase in other financial liabilities and other current liabilities 130,142 19,562 32,768 Income taxes paid 25 (297,881 ) (293,997 ) (300,529 ) Other (97,372 ) (80,237 ) 24,301 Net cash provided by operating activities 314,691 1,373,213 2,321,675 (Continued on the following page.) F-10 SONY GROUP CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) Yen in millions Fiscal year ended March 31 Note 2023 2024 2025 Cash flows from investing activities: Payments for property, plant and equipment and other intangible assets (613,635 ) (623,946 ) (647,527 ) Proceeds from sales of property, plant and equipment and other intangible assets 11,595 11,571 15,486 Payments for investments and advances (other than Financial Services segment) (191,129 ) (95,506 ) (98,536 ) Proceeds from sales or return of investments and collections of advances (other than Financial Services segment) 13,548 92,679 46,540 Payments for purchases of businesses and other 27 (283,402 ) (199,255 ) (294,417 ) Proceeds from sales of businesses 1,221 - - Other 9,138 (4,429 ) 48,334 Net cash used in investing activities (1,052,664 ) (818,886 ) (930,120 ) Cash flows from financing activities: Increase (decrease) in short-term borrowings, net 14, 27 32,391 (18,370 ) (28,585 ) Proceeds from issuance of long-term debt 14, 27 361,776 225,176 139,298 Payments of long-term debt 14, 27 (132,198 ) (128,150 ) (181,085 ) Dividends paid (86,568 ) (98,620 ) (115,253 ) Payments for purchases of treasury stock 20 (99,248 ) (202,974 ) (285,548 ) Capital contribution from non-controlling interests 27 - - 150,804 Other 8,147 12,229 22,126 Net cash provided by (used in) financing activities 84,300 (210,709 ) (298,243 ) Effect of exchange rate changes on cash and cash equivalents 84,937 82,595 (19,469 ) Net increase (decrease) in cash and cash equivalents (568,736 ) 426,213 1,073,843 Cash and cash equivalents at beginning of the fiscal year 27 2,049,636 1,480,900 1,907,113 Cash and cash equivalents at end of the fiscal year 27 1,480,900 1,907,113 2,980,956 The accompanying notes are an integral part of these statements.

… 909 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

86 edited+75 added−146 removed72 unchanged
Biggest changeThe “consolidated” column is presented net of the elimination and/or offset of such intercompany balances and deferred tax assets and liabilities. - 52 - Table of Contents Condensed Statements of Financial Position Yen in millions Financial Services Sony without Financial Services Consolidated April 1, 2022 Restated March 31, 2023 Restated March 31, 2024 April 1, 2022 Restated March 31, 2023 Restated March 31, 2024 April 1, 2022 Restated March 31, 2023 Restated March 31, 2024 ASSETS Current assets: Cash and cash equivalents *1 ¥ 889,140 ¥ 756,493 ¥ 913,815 ¥ 1,160,496 ¥ 724,407 ¥ 993,298 ¥ 2,049,636 ¥ 1,480,900 ¥ 1,907,113 Investments and advances in the Financial Services segment *2 360,681 328,358 398,153 — — — 360,681 328,358 398,153 Trade and other receivables, and contract assets *3 163,037 127,413 127,016 1,478,620 1,668,257 2,033,170 1,621,629 1,770,948 2,158,196 Inventories — — — 874,007 1,468,042 1,518,644 874,007 1,468,042 1,518,644 Other financial assets 81,174 47,044 57,254 68,124 63,906 68,111 149,301 110,950 125,365 Other current assets 27,893 16,029 50,487 450,953 562,442 625,539 428,522 563,334 669,335 Total current assets 1,521,925 1,275,337 1,546,725 4,032,200 4,487,054 5,238,762 5,483,776 5,722,532 6,776,806 Non-current assets: Investments accounted for using the equity method — — 4,905 268,513 325,220 418,839 268,513 325,220 423,744 Investments and advances in the Financial Services segment *2 18,251,612 18,237,761 18,939,794 — — — 18,251,612 18,237,761 18,939,794 Investments in Financial Services, at cost — — — 550,483 550,483 550,483 — — — Property, plant and equipment 18,010 15,316 14,162 1,095,241 1,329,219 1,508,151 1,113,213 1,344,864 1,522,640 Right-of-use assets 73,774 84,023 76,288 339,658 395,210 428,224 413,430 478,063 503,395 Goodwill and intangible assets, including content assets *4 72,578 78,197 77,323 2,672,466 3,322,639 3,953,492 2,745,044 3,400,836 4,030,815 Deferred tax assets 2,335 2,687 — 332,330 431,533 520,613 300,924 393,107 499,550 Other financial assets 37,037 46,941 52,882 663,233 789,470 848,599 696,306 832,344 897,341 Other non-current assets 167,744 172,565 165,049 284,834 319,306 421,258 379,137 419,368 513,405 Total non-current assets 18,623,090 18,637,490 19,330,403 6,206,758 7,463,080 8,649,659 24,168,179 25,431,563 27,330,684 Total assets ¥ 20,145,015 ¥ 19,912,827 ¥ 20,877,128 ¥ 10,238,958 ¥ 11,950,134 ¥ 13,888,421 ¥ 29,651,955 ¥ 31,154,095 ¥ 34,107,490 LIABILITIES AND EQUITY Current liabilities: Short-term borrowings ¥ 1,964,776 ¥ 1,891,856 ¥ 1,802,337 ¥ 183,187 ¥ 211,020 ¥ 227,979 ¥ 2,147,962 ¥ 2,102,876 ¥ 2,030,316 Trade and other payables 119,017 77,703 61,153 1,744,011 1,812,670 2,005,112 1,843,338 1,866,101 2,064,905 Deposits from customers in the banking business 2,886,361 3,163,237 3,670,567 — — — 2,886,361 3,163,237 3,670,567 Income taxes payables 3,789 15,213 10,050 101,648 139,330 142,024 105,437 154,543 152,074 Participation and residual liabilities in the Pictures segment — — — 190,162 230,223 251,743 190,162 230,223 251,743 Other financial liabilities 98,029 77,605 77,523 29,050 30,444 38,522 127,079 108,049 116,044 Other current liabilities 218,865 194,174 209,555 1,297,115 1,514,792 1,704,158 1,465,326 1,693,380 1,906,396 Total current liabilities 5,290,837 5,419,788 5,831,185 3,545,173 3,938,479 4,369,538 8,765,665 9,318,409 10,192,045 Non-current liabilities: Long-term debt 470,498 663,353 703,106 733,148 1,104,344 1,355,011 1,203,646 1,767,696 2,058,117 Defined benefit liabilities 37,167 37,183 39,284 217,381 198,938 208,299 254,548 236,121 247,583 Deferred tax liabilities 58,666 60,554 36,368 110,715 112,938 165,877 120,582 117,621 166,424 Insurance contract liabilities 13,042,875 12,364,973 12,931,995 — — — 13,042,875 12,364,973 12,931,995 Participation and residual liabilities in the Pictures segment — — — 220,113 192,952 206,081 220,113 192,952 206,081 Other financial liabilities 147,712 175,026 214,414 86,391 199,327 175,263 231,463 371,580 386,761 Other non-current liabilities 5,864 7,225 7,607 121,558 142,096 176,767 106,481 127,593 162,379 Total non-current liabilities 13,762,782 13,308,314 13,932,774 1,489,306 1,950,595 2,287,298 15,179,708 15,178,536 16,159,340 Total liabilities 19,053,619 18,728,102 19,763,959 5,034,479 5,889,074 6,656,836 23,945,373 24,496,945 26,351,385 Equity: Stockholders’ equity of Financial Services 1,087,948 1,180,905 1,113,169 — — — — — — Stockholders’ equity of Sony without Financial Services — — — 5,155,149 6,006,267 7,062,657 — — — Sony Group Corporation’s stockholders’ equity — — — — — — 5,653,804 6,598,537 7,587,177 Noncontrolling interests 3,448 3,820 — 49,330 54,793 168,928 52,778 58,613 168,928 Total equity 1,091,396 1,184,725 1,113,169 5,204,479 6,061,060 7,231,585 5,706,582 6,657,150 7,756,105 Total liabilities and equity ¥ 20,145,015 ¥ 19,912,827 ¥ 20,877,128 ¥ 10,238,958 ¥ 11,950,134 ¥ 13,888,421 ¥ 29,651,955 ¥ 31,154,095 ¥ 34,107,490 *1 Refer to “Cash Flows” below for details regarding the factors affecting Cash and cash equivalents as of March 31, 2024 in all segments excluding the Financial Services segment. - 53 - Table of Contents *2 Refer to Note 5 of the consolidated financial statements for the fluctuations of Investments and advances in the Financial Services segment as of March 31, 2023 and March 31, 2024, respectively. *3 Trade and other receivables, and contract assets as of March 31, 2024 in all segments excluding the Financial Services segment increased year-on-year due to increases in trade receivables mainly in the G&NS, Music, Pictures and I&SS segments. *4 Goodwill and intangible assets, including content assets as of March 31, 2024 in all segments excluding the Financial Services segment increased year-on-year mainly due to the impact of foreign exchange rate fluctuations and an increase in content assets in the Music segment.
Biggest changeThe consolidated column is presented net of the elimination and/or offset of such intercompany balances and deferred tax assets and liabilities. - 50 - Table of Contents Condensed Statements of Financial Position Yen in millions Financial Services Sony without Financial Services Consolidated March 31, 2024 March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024 March 31, 2025 ASSETS Current assets: Cash and cash equivalents *1 ¥ 913,815 ¥ 1,216,277 ¥ 993,298 ¥ 1,764,679 ¥ 1,907,113 ¥ 2,980,956 Investments and advances in the Financial Services segment *2 398,153 453,677 — — 398,153 453,677 Trade and other receivables, and contract assets 127,016 126,052 2,033,170 1,820,688 2,158,196 1,943,184 Inventories — — 1,518,644 1,310,770 1,518,644 1,310,770 Other financial assets 57,254 117,719 68,111 27,473 125,365 145,192 Other current assets 50,487 25,882 625,539 604,486 669,335 621,209 Total current assets 1,546,725 1,939,607 5,238,762 5,528,096 6,776,806 7,454,988 Non-current assets: Investments accounted for using the equity method 4,905 3,171 418,839 344,547 423,744 347,718 Investments and advances in the Financial Services segment *2 18,939,794 18,736,298 — — 18,939,794 18,736,298 Investments in Financial Services, at cost — — 550,483 550,483 — — Property, plant and equipment 14,162 13,335 1,508,151 1,499,998 1,522,640 1,513,660 Right-of-use assets 76,288 76,291 428,224 446,455 503,395 521,685 Goodwill and intangible assets, including content assets *3 77,323 86,601 3,953,492 4,342,380 4,030,815 4,428,981 Deferred tax assets — 3,149 520,613 546,501 499,550 559,284 Other financial assets 52,882 60,496 848,599 1,108,426 897,341 1,164,630 Other non-current assets 165,049 153,880 421,258 484,529 513,405 565,929 Total non-current assets 19,330,403 19,133,221 8,649,659 9,323,319 27,330,684 27,838,185 Total assets ¥ 20,877,128 ¥ 21,072,828 ¥ 13,888,421 ¥ 14,851,415 ¥ 34,107,490 ¥ 35,293,173 LIABILITIES AND EQUITY Current liabilities: Short-term borrowings ¥ 1,802,337 ¥ 1,872,486 ¥ 227,979 ¥ 258,918 ¥ 2,030,316 ¥ 2,131,404 Trade and other payables 61,153 93,010 2,005,112 2,010,444 2,064,905 2,100,144 Deposits from customers in the banking business 3,670,567 3,981,193 — — 3,670,567 3,981,193 Income taxes payables 10,050 5,902 142,024 83,583 152,074 89,485 Participation and residual liabilities in the Pictures segment — — 251,743 236,752 251,743 236,752 Other financial liabilities 77,523 74,680 38,522 36,009 116,044 110,689 Other current liabilities 209,555 225,531 1,704,158 1,822,993 1,906,396 2,039,121 Total current liabilities 5,831,185 6,252,802 4,369,538 4,448,699 10,192,045 10,688,788 Non-current liabilities: Long-term debt 703,106 690,249 1,355,011 1,376,593 2,058,117 2,066,842 Defined benefit liabilities 39,284 38,806 208,299 198,135 247,583 236,941 Deferred tax liabilities 36,368 8,202 165,877 172,139 166,424 175,228 Insurance contract liabilities 12,931,995 12,689,306 — — 12,931,995 12,689,306 Participation and residual liabilities in the Pictures segment — — 206,081 188,919 206,081 188,919 Other financial liabilities 214,414 313,800 175,263 263,675 386,761 574,351 Other non-current liabilities 7,607 6,751 176,767 177,380 162,379 162,647 Total non-current liabilities 13,932,774 13,747,114 2,287,298 2,376,841 16,159,340 16,094,234 Total liabilities 19,763,959 19,999,916 6,656,836 6,825,540 26,351,385 26,783,022 Equity: Stockholders’ equity of Financial Services 1,113,169 1,072,912 — — — — Stockholders’ equity of Sony without Financial Services — — 7,062,657 7,695,469 — — Sony Group Corporation’s stockholders’ equity — — — — 7,587,177 8,179,745 Noncontrolling interests — — 168,928 330,406 168,928 330,406 Total equity 1,113,169 1,072,912 7,231,585 8,025,875 7,756,105 8,510,151 Total liabilities and equity ¥ 20,877,128 ¥ 21,072,828 ¥ 13,888,421 ¥ 14,851,415 ¥ 34,107,490 ¥ 35,293,173 *1 Refer to “Cash Flows” below for details regarding the factors affecting Cash and cash equivalents as of March 31, 2025 in Sony without the Financial Services segment. - 51 - Table of Contents *2 Refer to Note 5 of the consolidated financial statements for the fluctuations of Investments and advances in the Financial Services segment as of March 31, 2024 and March 31, 2025, respectively. *3 Goodwill and intangible assets, including content assets as of March 31, 2025 in Sony without the Financial Services segment increased year-on-year mainly due to an increase in content assets in the Music and Pictures segments.
These presentations are not in accordance with IFRS Accounting Standards, which is used by Sony to prepare its 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.
These presentations are not in accordance with IFRS Accounting Standards, which is used by Sony to prepare its 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.
Sony’s policy of concentrating its foreign exchange exposures means that SGTS and Sony Group Corporation hedge most of the net foreign exchange exposure within the Sony group. Sony has a policy on the use of derivatives that, in principle, SGTS should centrally deal with and manage derivatives with financial institutions for risk management purposes.
Sony’s policy of concentrating its foreign exchange exposures means that SGTS and Sony Group Corporation hedge most of the net foreign exchange exposure within the Sony group. Sony has a policy on the use of derivatives whereby, in principle, SGTS should centrally deal with and manage derivatives with financial institutions for risk management purposes.
Critical Accounting Estimates The preparation of the consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
E. Critical Accounting Estimates The preparation of the consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Regarding the capital allocation plan in the fifth mid-range plan, Sony has established a capital expenditure target of 1.7 trillion yen and a strategic investment target of 1.8 trillion yen including growth investments for each business and flexible share repurchases.
Regarding the capital allocation plan in the fifth mid-range plan, Sony established a capital expenditure target of 1.7 trillion yen and a strategic investment target of 1.8 trillion yen including growth investments for each business and flexible share repurchases.
Sony Life, Sony Assurance and Sony Bank maintain a sufficient cash balance and secure sufficient means to meet their obligations while abiding by laws and regulations such as the Insurance Business Act or the - 56 - Table of Contents Banking Act of Japan, and restrictions imposed by the FSA and other regulatory authorities as well as establishing and operating under company guidelines that comply with these regulations.
Sony Life, Sony Assurance and Sony Bank maintain a sufficient cash balance and secure sufficient means to meet their obligations while abiding by laws and regulations such as the Insurance Business Act or the - 54 - Table of Contents Banking Act of Japan, and restrictions imposed by the FSA and other regulatory authorities as well as establishing and operating under company guidelines that comply with these regulations.
There were no amounts outstanding under the CP programs as of March 31, 2024. If disruption and volatility occur in financial and capital markets and Sony becomes unable to raise sufficient funds from these sources, Sony may also draw down funds from contractually committed lines of credit from various financial institutions.
There were no amounts outstanding under the CP programs as of March 31, 2025. If disruption and volatility occur in financial and capital markets and Sony becomes unable to raise sufficient funds from these sources, Sony may also draw down funds from contractually committed lines of credit from various financial institutions.
A discussion of the significant assumptions, other than the mid-range plan, including a sensitivity analysis with respect to their impact, of the recoverable amount of each CGU or group of CGUs for the impairment analysis for goodwill performed for the fiscal year ended March 31, 2024 is included below.
A discussion of the significant assumptions, other than the mid-range plan, including a sensitivity analysis with respect to their impact, of the recoverable amount of each CGU or group of CGUs for the impairment analysis for goodwill performed for the fiscal year ended March 31, 2025 is included below.
For all CGUs or groups of CGUs with goodwill, the recoverable amount exceeded the carrying amount, and therefore no impairment existed in the fiscal year ended March 31, 2024. Also, the recoverable amount of each CGU or group of CGUs with significant goodwill exceeded their respective carrying values by at least 10.0%.
For all CGUs or groups of CGUs with goodwill, the recoverable amount exceeded the carrying amount, and therefore no impairment existed in the fiscal year ended March 31, 2025. Also, the recoverable amount of each CGU or group of CGUs with significant goodwill exceeded their respective carrying values by at least 10.0%.
The valuation of deferred tax assets, which is based on currently enacted tax laws and rates as of the end of the reporting period, reflects management’s judgment and best estimate of the likely future tax consequences of events that have been recognized in Sony’s financial statements and tax returns, the ability to implement various tax planning strategies and, in certain cases, future forecasts, business plans and other expectations about business outcomes.
The valuation of deferred tax assets, which is based on currently enacted tax laws and rates as of the end of the reporting period, reflects management’s judgment and best estimate of the likely future tax consequences of - 61 - Table of Contents events that have been recognized in Sony’s financial statements and tax returns, the ability to implement various tax planning strategies and, in certain cases, future forecasts, business plans and other expectations about business outcomes.
Sony’s policy is that Sony Group Corporation and all subsidiaries with foreign exchange exposures should enter into commitments with SGTS to hedge their - 51 - Table of Contents exposures. Sony Group Corporation and most of its subsidiaries utilize SGTS for this purpose.
Sony’s policy is that Sony Group Corporation and all subsidiaries with foreign exchange exposures should enter into commitments with SGTS to hedge their - 49 - Table of Contents exposures. Sony Group Corporation and most of its subsidiaries utilize SGTS for this purpose.
Contractual Obligations, Commitments, and Contingent Liabilities Sony’s contractual obligations, commitments and contingent liabilities are summarized as follows: Short-term borrowings and long-term debt Refer to Note 6 and Note 14 of the consolidated financial statements. Loan commitments, purchase commitments and litigation Refer to Note 33 of the consolidated financial statements.
Contractual Obligations, Commitments, and Contingent Liabilities Sony’s contractual obligations, commitments and contingent liabilities are summarized as follows: Short-term borrowings and long-term debt Refer to Note 6 and Note 14 of the consolidated financial statements. Loan commitments, purchase commitments and litigation Refer to Note 32 of the consolidated financial statements.
The mortality rates, morbidity rates, lapse and surrender rates, and discount rates, which are used to measure the estimates of the present value of future cash flows, are significant assumptions for measuring insurance contract liabilities. - 65 - Table of Contents
The mortality rates, morbidity rates, lapse and surrender rates, and discount rates, which are used to measure the estimates of the present value of future cash flows, are significant assumptions for measuring insurance contract liabilities. - 62 - Table of Contents
Item 5. Operating and Financial Review and Prospects The following discussion covers the fiscal years ended March 31, 2023 and 2024. For the discussion covering the fiscal year ended March 31, 2022, refer to “Item 5.
Item 5. Operating and Financial Review and Prospects The following discussion covers the fiscal years ended March 31, 2024 and 2025. For the discussion covering the fiscal year ended March 31, 2023, refer to “Item 5.
In addition to aiming to acquire excellent local R&D personnel, Sony will strive to strengthen collaboration with external creators and academia, without limiting itself within the Sony Group. Sony is already promoting various activities such as joint development with universities around the world, and plans to further expand such activities in the future.
In addition to aiming to acquire excellent local R&D personnel, Sony will strive to strengthen collaboration with external creators and academia, without limiting itself within its own organization. Sony is already promoting various activities such as joint development with universities around the world, and plans to further expand such activities in the future.
Sony Group Corporation, SGTS and Sony Capital Corporation (“SCC”), a finance subsidiary in the U.S., maintain CP programs with access to the Japanese, U.S. and European CP markets. The borrowing limits under these CP programs, translated into yen, were 1 trillion 257.1 billion yen in total for Sony Group Corporation, SGTS and SCC as of March 31, 2024.
Sony Group Corporation, SGTS and Sony Capital Corporation (“SCC”), a finance subsidiary in the U.S., maintain CP programs with access to the Japanese, U.S. and European CP markets. The borrowing limits under these CP programs, translated into yen, were 1 trillion 246.8 billion yen in total for Sony Group Corporation, SGTS and SCC as of March 31, 2025.
Financial assets and financial liabilities are initially measured at fair value. - 63 - Table of Contents Financial instruments held by Sony are classified according to the measurement method, and for financial instruments measured at fair value, future fluctuations in fair value may have a significant impact on the consolidated financial statements.
Financial assets and financial liabilities are initially measured at fair value. Financial instruments held by Sony are classified according to the measurement method, and for financial instruments measured at fair value, future fluctuations in fair value may have a significant impact on the consolidated financial statements.
A hypothetical one percentage point decrease in the growth rate, holding all other assumptions constant, would not have resulted in a significant impairment. • The earnings multiple used to calculate the terminal value in the Pictures CGUs was 1.5x to 13.5x and the revenue multiple was 1.8x.
A hypothetical one percentage point decrease in the growth rate, holding all other assumptions constant, would not have resulted in a significant impairment. • The earnings multiple used to calculate the terminal value in the Pictures CGUs was 8.5x to 14.3x and the revenue multiple was 1.4x to 1.8x.
For further information about Sony’s views regarding utilization of cash flow from operating activities generated within the Sony Group for strategic investments, shareholder returns and as cash on hand, refer to “ Issues Facing Sony and Management’s Response to those Issues : Financial Targets and Capital Allocation.” in Item 5.D.
For further information about Sony’s views regarding utilization of cash flow from operating activities generated within the Sony Group for strategic investments, shareholder returns and as cash on hand, refer to “ Issues Facing Sony and Management’s Response to those Issues : Fifth Mid-Range Plan — Financial Targets, Capital Allocation and their Progress” in Item 5.D.
SGTS enters into foreign exchange transactions with creditworthy third-party financial institutions. Most of these transactions are entered into against projected exposures before the actual export and import transactions take place. In general, SGTS hedges the projected exposures for a period of one month before the actual transactions take place.
SGTS enters into foreign exchange transactions with creditworthy third-party financial institutions. Most of these transactions are entered into to address projected exposures before the actual export and import transactions take place. In general, SGTS hedges the projected exposures for a period of the current month or one month before the actual transactions take place.
A hypothetical one percentage point increase in the discount rate, holding all other assumptions constant, would not have resulted in a significant impairment. • The growth rates applied to the terminal values for the CGUs within the G&NS, ET&S, I&SS and Financial Services segments ranged from approximately 1.0% to 1.5%.
A hypothetical one percentage point increase in the discount rate, holding all other assumptions constant, would not have resulted in a significant impairment. - 60 - Table of Contents • The growth rates applied to the terminal values for the CGUs within the G&NS, ET&S, I&SS and Financial Services segments ranged approximately 1.0% to 2.0%.
This increase was primarily due to a decrease in inventories compared to an increase in the previous fiscal year and a year-on-year increase in income before income taxes after taking into account non-cash adjustments (including depreciation and amortization, including amortization of contract costs, other operating (income) expense, net and (gain) loss on securities, net).
This increase was primarily due to a decrease in trade receivables and contract assets compared to an increase in the previous fiscal year, and a year-on-year increase in income before income taxes after taking into account non-cash adjustments (including depreciation and amortization, including amortization of contract costs, as well as other operating (income) expense, net, and (gain) loss on securities, net), an increase in trade payables compared to a decrease in the previous fiscal year, and a larger decrease in inventories.
A one yen appreciation against the euro was estimated to decrease sales in these segments by approximately 11.9 billion yen, with a corresponding decrease in operating income of approximately 7.1 billion yen. For more details, refer to “Risk Factors” in “Item 3.
A one yen appreciation against the euro was estimated to decrease sales in these segments by approximately 11.8 billion yen, with a corresponding decrease in operating income of approximately 6.5 billion yen. For more details, refer to “Risk Factors” in “Item 3.
In the Pictures segment, sales increased 9% year-on-year to 1 trillion 493.1 billion yen, while sales increased approximately 2% on a U.S. dollar basis. For a detailed analysis of segment performance, refer to the Music and Pictures segments under “ Operating Performance by Business Segment. ” Sony’s Financial Services segment consolidates the yen-based results of SFGI.
In the Pictures segment, sales were 1 trillion 505.9 billion yen, essentially flat year-on-year, while sales decreased approximately 4% on a U.S. dollar basis. For a detailed analysis of segment performance, refer to the Music and Pictures segments under “ Operating Performance by Business Segment. ” Sony’s Financial Services segment consolidates the yen-based results of SFGI.
Mid-Range Plan — Financial Targets> In the fifth mid-range plan, Sony is placing greater emphasis on profit-based growth, and has set as the Group KPIs the growth rate of consolidated operating income and the operating income margin for Sony without the Financial Services segment.
In the fifth mid-range plan, Sony is placing greater emphasis on profit-based growth, and has set as the key performance indicators for the entire Group the growth rate of consolidated operating income and the operating income margin for Sony without the Financial Services segment *1 .
During the fiscal year ended March 31, 2024, Sony estimated that a one yen appreciation against the U.S. dollar would have decreased sales in the G&NS, ET&S and I&SS segments by approximately 30.3 billion yen, with a corresponding increase in operating income of approximately 0.6 billion yen.
During the fiscal year ended March 31, 2025, Sony estimated that a one yen appreciation against the U.S. dollar would have decreased sales in the G&NS, ET&S and I&SS segments by approximately 31.8 billion yen, with a corresponding decrease in operating income of approximately 1.3 billion yen.
Cost of Sales, Selling, General and Administrative Expenses and Other Operating (Income) Expense, net “Sales” in the analysis of the ratio of “cost of sales” to sales, the ratio of “R&D costs” to sales, and the ratio of “selling, general and administrative expenses” (“SGA expenses”) to sales refers only to the net sales portions of consolidated sales (which excludes financial services revenue).
“Sales” in the analysis of the ratio of “cost of sales” to sales, the ratio of “R&D costs” to sales, and the ratio of “selling, general and administrative expenses” (“SGA expenses”) to sales refers only to the net sales portions of consolidated sales (which excludes financial services revenue).
For all segments excluding the Financial Services segment, there was a net cash inflow of 1 trillion 177.8 billion yen, an increase of 762.4 billion yen year-on-year.
For all segments excluding the Financial Services segment, there was a net cash inflow of 1 trillion 972.4 billion yen, an increase of 794.6 billion yen year-on-year.
The net fair value of all the foreign exchange derivative contracts as of March 31, 2023 and 2024 was an asset of 1.4 billion yen and 2.9 billion yen, respectively. Refer to Note 15 of the consolidated financial statements.
The net fair value of all the foreign exchange derivative contracts as of March 31, 2024 and 2025 was an asset of 2.9 billion yen and a liability of 0.5 billion yen, respectively. Refer to Note 15 of the consolidated financial statements.
Accounting for the above factors and the effect of fluctuations in foreign exchange rates, the total outstanding balance of cash and cash equivalents as of March 31, 2024 was 1 trillion 907.1 billion yen.
Accounting for the above factors and the effect of fluctuations in foreign exchange rates, the total outstanding balance of cash and cash equivalents as of March 31, 2025 was 2 trillion 981.0 billion yen.
Within the Financial Services segment, the outstanding balance of cash and cash equivalents was 913.8 billion yen as of March 31, 2024, an increase of 157.3 billion yen compared with the balance as of March 31, 2023. - 54 - Table of Contents Information on Cash Flows Separating Out the Financial Services Segment The following schedule shows unaudited condensed statements of cash flows for the Financial Services segment and all other segments excluding the Financial Services segment.
Within the Financial Services segment, the outstanding balance of cash and cash equivalents was 1 trillion 216.3 billion yen as of March 31, 2025, an increase of 302.5 billion yen compared with the balance as of March 31, 2024. - 52 - Table of Contents Information on Cash Flows Separating Out the Financial Services Segment The following schedule shows unaudited condensed statements of cash flows for the Financial Services segment and all other segments excluding the Financial Services segment.
Sony has a wide range of businesses globally. These changes in the global economy, in addition to increased geopolitical risk due to tensions between the U.S. and China, the rise of new technologies such as AI, and responses to global environmental challenges and social division, are causing major changes in the environment surrounding each of Sony’s business segments.
These changes in the global economy, in addition to increased geopolitical risk including relations between the U.S. and China, the rise of new technologies such as AI, and responses to global environmental challenges and social division, are causing major changes in the environment surrounding each of Sony’s business segments.
Cash Flows Operating Activities: During the fiscal year ended March 31, 2024, there was a net cash inflow of 1 trillion 373.2 billion yen from operating activities, an increase of 1 trillion 58.5 billion yen year-on-year.
Cash Flows Operating Activities: During the fiscal year ended March 31, 2025, there was a net cash inflow of 2 trillion 321.7 billion yen from operating activities, an increase of 948.5 billion yen year-on-year.
Three-year cumulative consolidated operating cash flow excluding the Financial Services segment, the main source of capital allocation, is expected to be 4.5 trillion yen, exceeding the results of the fourth mid-range plan, due to expected profit growth during the fifth mid-range plan as well as the recovery of working capital that increased during the fourth mid-range plan.
Three-year cumulative consolidated operating cash flow excluding the Financial Services segment, the main source of capital allocation, is expected to be 4.5 trillion yen, exceeding the results of the fourth mid-range plan for the three fiscal years started on April 1, 2021 and ended on March 31, 2024, due to expected profit growth during the fifth mid-range plan as well as the recovery of working capital that increased during the fourth mid-range plan.
R&D costs for the fiscal year ended March 31, 2024 increased 7.1 billion yen (1%) year-on-year to 742.8 billion yen. The ratio of R&D costs to consolidated sales excluding the Financial Services segment was 6.6%, compared to 7.3% in the previous fiscal year.
R&D costs for the fiscal year ended March 31, 2025 decreased 8.2 billion yen (1.1%) year-on-year to 734.6 billion yen. The ratio of R&D costs to consolidated sales excluding the Financial Services segment was 6.1%, compared to 6.6% in the previous fiscal year.
Sony has a total, translated into yen, of 766.4 billion yen in unused committed lines of credit, as of March 31, 2024.
Sony has a total, translated into yen, of 760.7 billion yen in unused committed lines of credit, as of March 31, 2025.
Operating and Financial Review and Prospects ” of Sony’s Form 20-F for the fiscal year ended March 31, 2023 filed with the SEC on June 20, 2023. Sony has applied IFRS 17 starting in the fiscal year ended March 31, 2024.
Operating and Financial Review and Prospects ” of Sony’s Form 20-F for the fiscal year ended March 31, 2024 filed with the SEC on June 25, 2024. A.
Sony has responded swiftly to changes in the business environment and worked to strengthen the profit structure of each business, while continuing to prioritize management with a long-term view, with the goal of enhancing the corporate value of the entire Sony Group. On May 23, 2024, Sony held its Corporate Strategy Meeting for the fiscal year ending March 31, 2025.
Sony has responded swiftly to changes in the business environment and worked to strengthen the profit structure of each of its businesses, while continuing to prioritize management with a long-term view, with the goal of enhancing the corporate value of the entire Sony Group. - 56 - Table of Contents On May 14, 2025, Sony held its Corporate Strategy and Earnings Announcement Presentation.
Refer to Note 11 of the consolidated financial statements for details. • The post-tax discount rates ranged from 4.2% to 13.5%.
Refer to Note 11 of the consolidated financial statements for details. • The post-tax discount rates ranged from 3.9% to 14.0%.
Trend Information This section contains forward-looking statements about the possible future performance of Sony and should be read in light of the cautionary statement on that subject, which appears on the inside front cover page and applies to this entire document.
Therefore, from the fiscal year ended March 31, 2025, R&D costs for Corporate R&D are not presented separately. D. Trend Information This section contains forward-looking statements about the possible future performance of Sony and should be read in light of the cautionary statement on that subject, which appears on the inside front cover page and applies to this entire document.
Operating income (loss) in each business segment represents operating income (loss) reported before intersegment transactions are eliminated and excludes unallocated corporate expenses.
Operating income (loss) in each business segment represents operating income (loss) reported before intersegment transactions are eliminated and excludes unallocated corporate expenses. Refer to Note 4 of the consolidated financial statements.
Due to the inherent uncertainties involved in making the estimates and assumptions, the consideration transferred could be valued and allocated to the identifiable assets acquired and liabilities assumed differently. - 64 - Table of Contents Actual results may differ, or unanticipated events and circumstances may affect such estimates, which could require Sony to record an impairment of an identifiable asset acquired and goodwill, or an increase in the amounts recorded for identifiable liabilities assumed.
Actual results may differ, or unanticipated events and circumstances may affect such estimates, which could require Sony to record an impairment of an identifiable asset acquired and goodwill, or an increase in the amounts recorded for identifiable liabilities assumed.
Fiscal year ended March 31 Impact of changes in foreign exchange rates 2023 2024 2023 to 2024 (Yen in billions) G&NS Sales 3,644.6 4,267.7 +278.9 Operating income 250.0 290.2 +38.6 ET&S Sales 2,476.0 2,453.7 +98.4 Operating income 179.5 187.4 +20.5 I&SS Sales 1,402.2 1,602.7 +99.2 Operating income 212.2 193.5 +62.3 During the fiscal year ended March 31, 2024, sales for the Music segment increased 17% year-on-year to 1 trillion 619.0 billion yen, while sales increased approximately 12% year-on-year on a constant currency basis.
Fiscal year ended March 31 Impact of changes in foreign exchange rates 2024 2025 2024 to 2025 (Yen in billions) G&NS Sales 4,267.7 4,670.0 +170.0 Operating income 290.2 414.8 +0.2 ET&S Sales 2,453.7 2,409.3 +78.9 Operating income 187.4 190.9 +12.3 I&SS Sales 1,602.7 1,799.0 +95.9 Operating income 193.5 261.1 +63.4 During the fiscal year ended March 31, 2025, sales for the Music segment increased 14% year-on-year to 1 trillion 842.6 billion yen, while sales increased approximately 9% year-on-year on a constant currency basis.
Cash and cash equivalents of all segments excluding the Financial Services segment was 993.3 billion yen as of March 31, 2024, an increase of 268.9 billion yen compared with the balance as of March 31, 2023.
Cash and cash equivalents of all segments excluding the Financial Services segment was 1 trillion 764.7 billion yen as of March 31, 2025, an increase of 771.4 billion yen compared with the balance as of March 31, 2024.
The image sensor businesses for cameras and industrial and social infrastructure have been positioned as the profitable business area, and Sony aims to maximize profits while maintaining and strengthening their high competitiveness.
In the image sensor businesses for cameras and industrial and social infrastructure, which have been positioned as the profitable business area, Sony aims to maintain high competitiveness and stable revenue contributions.
This is because financial services expenses are recorded separately from cost of sales and SGA expenses in the consolidated financial statements. The calculations of all ratios below that pertain to reportable segments include intersegment transactions. For the fiscal year ended March 31, 2024, cost of sales increased 914.6 billion yen year-on-year to 8 trillion 89.3 billion yen.
This is because financial services expenses are recorded separately from cost of sales and SGA expenses in the consolidated financial statements. The calculations of all ratios below that pertain to reportable segments include intersegment transactions.
The results discussed in the Financial Services segment differ from the results that SFGI and SFGI’s consolidated subsidiaries disclose separately on a Japanese statutory basis.
The results discussed in the Financial Services segment differ from the results that Sony Financial Group discloses separately on a Japanese statutory basis.
In the Financial Services segment, there was a 63.4 billion yen net cash outflow, an increase of 10.8 billion yen year-on-year. This increase was mainly due to an increase in dividend payments.
This increase was mainly due to a year-on-year decrease in proceeds from the issuance of long-term debt. In the Financial Services segment, there was a 20.9 billion yen net cash outflow, a decrease of 42.4 billion yen year-on-year. This decrease was mainly due to the absence of dividend payments.
In this environment, Sony plans to continue making capital expenditures to further strengthen its number one position in image sensors worldwide, while restructuring the management foundation for growth with profitability.
In this environment, Sony is working to restructure its management foundation for growth with profitability to further strengthen its number one position in image sensors worldwide, despite increasing uncertainties in the business environment.
Condensed Statements of Cash Flows Yen in millions Fiscal year ended March 31 Financial Services Sony without Financial Services Consolidated 2023 Restated 2024 2023 2024 2023 Restated 2024 Cash flows from operating activities: Income (loss) before income taxes 318,118 173,576 996,758 1,145,135 1,274,496 1,268,662 Adjustments to reconcile income (loss) before income taxes to net cash provided by (used in) operating activities: Depreciation and amortization, including amortization of contract costs 26,333 27,689 978,257 1,117,292 1,004,590 1,144,981 Other operating (income) expense, net (4,147 ) (19,271 ) (5,566 ) (10,133 ) (12,021 ) (29,404 ) (Gain) loss on securities, net (other than Financial Services segment) — — 4,469 (73,166 ) 4,469 (73,166 ) Changes in assets and liabilities: (Increase) decrease in trade receivables and contract assets 35,623 (20,843 ) (110,668 ) (200,071 ) (70,349 ) (243,646 ) (Increase) decrease in inventories — — (560,382 ) 75,641 (560,382 ) 75,641 (Increase) decrease in investments and advances in the Financial Services segment (1,093,792 ) (1,748,913 ) — — (1,093,792 ) (1,748,913 ) (Increase) decrease in content assets — — (594,547 ) (486,183 ) (594,547 ) (486,183 ) Increase (decrease) in trade payables (40,059 ) 27,116 (62,691 ) (40,882 ) (107,250 ) 9,188 Increase (decrease) in insurance contract liabilities, net of insurance contract assets 330,654 1,370,580 — — 330,654 1,370,580 Increase (decrease) in deposits from customers in the banking business 300,201 536,688 — — 300,201 536,688 Increase (decrease) in borrowings in the life insurance business and the banking business 111,314 (41,516 ) — — 111,314 (41,516 ) Increase (decrease) in taxes payable other than income taxes, net 112 387 4,071 (22,878 ) 4,183 (22,491 ) Other (40,639 ) (59,081 ) (234,228 ) (326,927 ) (276,875 ) (387,208 ) Net cash provided by (used in) operating activities (56,282 ) 246,412 415,473 1,177,828 314,691 1,373,213 Cash flows from investing activities: Payments for property, plant and equipment and other intangible assets (24,195 ) (18,167 ) (590,320 ) (606,844 ) (613,635 ) (623,946 ) Payments for investments and advances (other than Financial Services segment) — — (191,129 ) (95,506 ) (191,129 ) (95,506 ) Proceeds from sales or return of investments and collections of advances (other than Financial Services segment) — — 13,548 92,679 13,548 92,679 Other 393 (7,560 ) (264,125 ) (184,553 ) (261,448 ) (192,113 ) Net cash provided by (used in) investing activities (23,802 ) (25,727 ) (1,032,026 ) (794,224 ) (1,052,664 ) (818,886 ) Cash flows from financing activities: Increase (decrease) in borrowings, net (11,226 ) (11,633 ) 273,195 90,289 261,969 78,656 Dividends paid (41,335 ) (50,037 ) (86,568 ) (98,620 ) (86,568 ) (98,620 ) Other (2 ) (1,693 ) (91,100 ) (188,977 ) (91,101 ) (190,745 ) Net cash provided by (used in) financing activities (52,563 ) (63,363 ) 95,527 (197,308 ) 84,300 (210,709 ) Effect of exchange rate changes on cash and cash equivalents — — 84,937 82,595 84,937 82,595 Net increase (decrease) in cash and cash equivalents (132,647 ) 157,322 (436,089 ) 268,891 (568,736 ) 426,213 Cash and cash equivalents at beginning of the fiscal year 889,140 756,493 1,160,496 724,407 2,049,636 1,480,900 Cash and cash equivalents at end of the fiscal year 756,493 913,815 724,407 993,298 1,480,900 1,907,113 - 55 - Table of Contents B.
Condensed Statements of Cash Flows Yen in millions Fiscal year ended March 31 Financial Services Sony without Financial Services Consolidated 2024 2025 2024 2025 2024 2025 Cash flows from operating activities: Income (loss) before income taxes 173,576 130,528 1,145,135 1,343,173 1,268,662 1,473,726 Adjustments to reconcile income (loss) before income taxes to net cash provided by (used in) operating activities: Depreciation and amortization, including amortization of contract costs 27,689 27,399 1,117,292 1,125,588 1,144,981 1,152,987 Other operating (income) expense, net (19,271 ) 1,981 (10,133 ) (11,222 ) (29,404 ) (9,241 ) (Gain) loss on securities, net (other than Financial Services segment) — — (73,166 ) (75,742 ) (73,166 ) (75,742 ) Changes in assets and liabilities: (Increase) decrease in trade receivables and contract assets (20,843 ) 959 (200,071 ) 226,098 (243,646 ) 228,623 (Increase) decrease in inventories — — 75,641 199,916 75,641 199,916 (Increase) decrease in investments and advances in the Financial Services segment (1,748,913 ) (824,443 ) — — (1,748,913 ) (824,443 ) (Increase) decrease in content assets — — (486,183 ) (683,388 ) (486,183 ) (683,388 ) Increase (decrease) in trade payables 27,116 31,309 (40,882 ) 107,601 9,188 136,952 Increase (decrease) in insurance contract liabilities, net of insurance contract assets 1,370,580 573,749 — — 1,370,580 573,749 Increase (decrease) in deposits from customers in the banking business 536,688 401,014 — — 536,688 401,014 Increase (decrease) in borrowings in the life insurance business and the banking business (41,516 ) 66,783 — — (41,516 ) 66,783 Increase (decrease) in taxes payable other than income taxes, net 387 (1,304 ) (22,878 ) (14,157 ) (22,491 ) (15,461 ) Other (59,081 ) (57,649 ) (326,927 ) (245,428 ) (387,208 ) (303,800 ) Net cash provided by (used in) operating activities 246,412 350,326 1,177,828 1,972,439 1,373,213 2,321,675 Cash flows from investing activities: Payments for property, plant and equipment and other intangible assets (18,167 ) (26,542 ) (606,844 ) (622,187 ) (623,946 ) (647,527 ) Payments for investments and advances (other than Financial Services segment) — — (95,506 ) (98,536 ) (95,506 ) (98,536 ) Proceeds from sales or return of investments and collections of advances (other than Financial Services segment) — — 92,679 46,540 92,679 46,540 Other (7,560 ) (382 ) (184,553 ) (230,215 ) (192,113 ) (230,597 ) Net cash provided by (used in) investing activities (25,727 ) (26,924 ) (794,224 ) (904,398 ) (818,886 ) (930,120 ) Cash flows from financing activities: Increase (decrease) in borrowings, net (11,633 ) (21,545 ) 90,289 (48,827 ) 78,656 (70,372 ) Dividends paid (50,037 ) — (98,620 ) (115,253 ) (98,620 ) (115,253 ) Other (1,693 ) 605 (188,977 ) (113,111 ) (190,745 ) (112,618 ) Net cash provided by (used in) financing activities (63,363 ) (20,940 ) (197,308 ) (277,191 ) (210,709 ) (298,243 ) Effect of exchange rate changes on cash and cash equivalents — — 82,595 (19,469 ) 82,595 (19,469 ) Net increase (decrease) in cash and cash equivalents 157,322 302,462 268,891 771,381 426,213 1,073,843 Cash and cash equivalents at beginning of the fiscal year 756,493 913,815 724,407 993,298 1,480,900 1,907,113 Cash and cash equivalents at end of the fiscal year 913,815 1,216,277 993,298 1,764,679 1,907,113 2,980,956 - 53 - Table of Contents B.
On May 14, 2024, at its earnings announcement for the fiscal year ended March 31, 2024, Sony announced the results for the fourth mid-range plan for the three fiscal years started on April 1, 2021 and ended on March 31, 2024, as well as the fifth mid-range plan for the three fiscal years started on April 1, 2024 and ending on March 31, 2027.
Fifth Mid-Range Plan — Financial Targets, Capital Allocation and their Progress On May 14, 2024, Sony announced the financial targets for the fifth mid-range plan for the three fiscal years started on April 1, 2024 and ending on March 31, 2027.
As its future business strategy, Sony also has divided its business into three business areas – the growth-driving business area, the profitable business area and the strategic business area – and has clarified the direction of each business area.
Sony has divided the business of the I&SS segment into three business areas – the growth-driving business area, the profitable business area and the strategic business area – and operates each in accordance with the strategic direction of each business area.
Factors that occurred in the fiscal year ended March 31, 2024 • Remeasurement gain resulting from the consolidation of a company previously accounted for using the equity method: 6.0 billion yen (Music segment) • Realized and remeasurement gains resulting from the transfer of a portion of shares of Sony Payment Services: 19.8 billion yen (Financial Services segment) - 39 - Table of Contents Share of profit of investments accounted for using the equity method For the fiscal year ended March 31, 2024, the share of profit (loss) of investments accounted for using the equity method decreased 13.9 billion yen year-on-year to 10.5 billion yen.
Selling, General and Administrative Expenses: 2 trillion 256.8 billion yen (100.7 billion yen increase year-on-year) The ratio of SGA expenses to sales improved year-on-year from 19.1% to 18.8%. - 39 - Table of Contents Other Operating (Income) Expense, net: Income of 9.2 billion yen (20.2 billion yen decrease year-on-year) • (–) The absence of the following factors that occurred in the fiscal year ended March 31, 2024: • Remeasurement gain resulting from the consolidation of a company previously accounted for using the equity method: 6.0 billion yen (Music segment) • Realized and remeasurement gains resulting from the transfer of a portion of shares of Sony Payment Services: 19.8 billion yen (Financial Services segment) Refer to Note 23 of the consolidated financial statements.
These presentations are not in accordance with IFRS Accounting Standards, which is used by Sony to prepare its 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.
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 the Financial Services segment are included in those respective presentations, then eliminated in the consolidated figures shown below.
The ratio of cost of sales to sales deteriorated year-on-year from 71.1% to 71.8%. R&D costs (all R&D costs are included within cost of sales) increased 7.1 billion yen year-on-year to 742.8 billion yen. The ratio of R&D costs to sales was 6.6%, compared to 7.3% in the fiscal year ended March 31, 2023.
R&D costs (all R&D costs are included within cost of sales): 734.6 billion yen (8.2 billion yen decrease year-on-year) The ratio of R&D costs to sales was 6.1%, compared to 6.6% in the fiscal year ended March 31, 2024. For further details, refer to “Research and Development” in Item 5.C.
Operating Results Operating Performance Fiscal year ended March 31 2023 Restated 2024 (Yen in billions) Sales and financial services revenue 10,974.4 13,020.8 Operating income 1,302.4 1,208.8 Income before income taxes 1,274.5 1,268.7 Net income attributable to Sony Group Corporation’s stockholders 1,005.3 970.6 Adjusted OIBDA * 1,816.9 1,826.1 Adjusted EBITDA * 1,797.6 1,818.0 * Adjusted OIBDA and Adjusted EBITDA are not measures in accordance with IFRS ® Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).
Operating Results Operating Performance Fiscal year ended March 31 2024 2025 Consolidated: (Yen in billions) Sales *1 13,020.8 12,957.1 Operating income 1,208.8 1,407.2 Income before income taxes 1,268.7 1,473.7 Net income attributable to Sony Group Corporation’s stockholders 970.6 1,141.6 Fiscal year ended March 31 2024 2025 Sony without Financial Services *2 : (Yen in billions) Sales *1 11,265.0 12,043.9 Operating income 1,035.3 1,276.6 Income before income taxes 1,145.1 1,343.2 Net income attributable to Sony Group Corporation’s stockholders 896.6 1,067.4 *1 “Sales” is used to mean “sales and financial services revenue” in accordance with IFRS ® Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) (the same applies below). *2 Figures for Sony without Financial Services are not measures in accordance with IFRS Accounting Standards.
Guided by the direction of Sony’s R&D, “We are here for creators,” Sony aims to build technology for creators, and create the future together with them. - 57 - Table of Contents The Sony Group’s research and development organizations carry out various R&D activities in collaboration with multiple R&D organizations located both inside and outside of Japan, utilizing the different characteristics and strengths of each area.
Through technology, Sony will continue to provide diverse creators with the power to unleash their creativity. Sony’s research and development organizations carry out various R&D activities in collaboration with multiple R&D organizations located both inside and outside of Japan, utilizing the different characteristics and strengths of each area.
Regarding hardware, Sony will strive to gradually expand the penetration of PS5 ™ , including the transition of users from PlayStation ® 4, while maintaining a balance with profitability, in addition to continuing to provide users with new ways to enjoy games through a variety of peripherals.
In hardware, Sony will strive to continuously expand the installed base of PS5 while maintaining a balance with profitability, in addition to continuing to promote sales of peripherals such as the PlayStation Portal ™ Remote Player, which provides users with new ways to enjoy games.
For the fiscal year ended March 31, 2024, consolidated sales increased 2 trillion 46.4 billion yen (19%) year-on-year to 13 trillion 20.8 billion yen. On a constant currency basis, sales increased approximately 13% year-on-year.
For the fiscal year ended March 31, 2025, consolidated sales were 12 trillion 957.1 billion yen, essentially flat year-on-year. On a constant currency basis, sales decreased approximately 4% year-on-year.
Regarding shareholder returns, Sony plans to place emphasis on its total payout ratio, which it expects to gradually increase throughout the period of the fifth mid-range plan, aiming for approximately 40% in the fiscal year ending March 31, 2027, the final fiscal year of the plan. E.
Regarding shareholder returns, Sony plans to place emphasis on its total payout ratio, which it expects to gradually increase throughout the period of the fifth mid-range plan, aiming for approximately 40% in the fiscal year ending March 31, 2027, which is the final fiscal year of the plan. *1 As a result of the resolution of the Board of Directors of Sony Group Corporation on May 14, 2025 on the plan for the execution of the Partial Spin-off of the Financial Services business, Sony plans to classify the Financial Services business as a discontinued operation from the first quarter of the fiscal year ending March 31, 2026, and present it separately from continuing operations excluding the Financial Services business.
The image sensor business for automotive has been growing steadily, and Sony will continue to work to build and strengthen relationships with OEMs and platformers with the aim of increasing revenue from automotive sensors.
The image sensor business for automotive has been growing steadily and Sony’s market share by revenue has been expanding as expected. As the market expands, Sony will strive to further enhance its comprehensive strength in sensors and continue to build and strengthen engagement with global OEMs and partners with the aim of increasing revenue.
The following table shows a breakdown of R&D costs for each business segment and for Sony Group Corporation’s research and development organization (“Corporate R&D”) in the fiscal years ended March 31, 2023 and 2024. Fiscal year ended March 31 2023 2024 (Yen in billions) R&D costs G&NS 271.1 281.6 ET&S 155.7 154.8 I&SS 223.7 219.2 Corporate R&D 46.4 45.4 D.
Fiscal year ended March 31 2024 2025 (Yen in billions) R&D costs G&NS 281.6 279.2 ET&S 154.8 138.9 I&SS 219.2 228.4 Note: Due to the reorganization of Sony’s technology-related organizations in the fiscal year ended March 31, 2025, the amount of R&D costs for Sony Group Corporation’s research and development organization (“Corporate R&D”) has become immaterial.
If the aggregate above is less than the net amount of identifiable assets and liabilities, the difference is recognized as a gain.
If the aggregate above is less than the net amount of identifiable assets and liabilities, the difference is recognized as a gain. Due to the inherent uncertainties involved in making the estimates and assumptions, the consideration transferred could be valued and allocated to the identifiable assets acquired and liabilities assumed differently.
Additionally, the DTC anime platform Crunchyroll has continued to grow through an increase in distribution channels as well as more opportunities to expand its audience, and has expanded its contribution to the operating performance of the Pictures segment.
Additionally, the DTC anime platform Crunchyroll steadily increased its paid subscribers through its vast content library and an expansion of distribution channels, and expanded its contribution to the operating performance of the Pictures segment.
Fiscal year ended March 31 Financial Services segment 2023 Restated 2024 (Yen in millions) Financial services revenue 889,082 1,769,954 Financial services expenses 575,111 1,615,594 Other operating (income) expense, net (4,147 ) (19,271 ) 570,964 1,596,323 Share of profit (loss) of investments accounted for using the equity method — — Operating income 318,118 173,576 Financial income (expenses), net — — Income before income taxes 318,118 173,576 Income taxes 89,897 49,063 Net income 228,221 124,513 Net income of Financial Services 227,849 123,986 Net income attributable to noncontrolling interests 372 527 Fiscal year ended March 31 Sony without Financial Services segment 2023 2024 (Yen in millions) Sales 10,101,979 11,265,043 Costs of sales 7,186,767 8,101,990 Selling, general and administrative 1,961,906 2,148,472 Other operating (income) expense, net (5,566 ) (10,133 ) 9,143,107 10,240,329 Share of profit (loss) of investments accounted for using the equity method 24,449 10,557 Operating income 983,321 1,035,271 Financial income (expenses), net 13,437 109,864 Income before income taxes 996,758 1,145,135 Income taxes 172,528 239,105 Net income 824,230 906,030 Net income of Sony without Financial Services 818,106 896,636 Net income attributable to noncontrolling interests 6,124 9,394 - 47 - Table of Contents Fiscal year ended March 31 Consolidated 2023 Restated 2024 (Yen in millions) Sales 10,095,841 11,260,037 Financial services revenue 878,532 1,760,731 Total sales and financial services revenue 10,974,373 13,020,768 Costs of sales 7,174,723 8,089,317 Selling, general and administrative 1,969,170 2,156,156 Financial services expenses 564,561 1,606,370 Other operating (income) expenses, net (12,021 ) (29,404 ) 9,696,433 11,822,439 Share of profit (loss) of investments accounted for using the equity method 24,449 10,502 Operating income 1,302,389 1,208,831 Financial income (expenses), net (27,893 ) 59,831 Income before income taxes 1,274,496 1,268,662 Income taxes 262,723 288,168 Net income 1,011,773 980,494 Net income attributable to Sony Group Corporation’s Stockholders 1,005,277 970,573 Net income attributable to noncontrolling interests 6,496 9,921 All Other Sales for the fiscal year ended March 31, 2024 increased 1.7 billion yen year-on-year to 89.4 billion yen.
Fiscal year ended March 31 Financial Services segment 2024 2025 (Yen in millions) Financial services revenue 1,769,954 931,400 Financial services expenses 1,615,594 798,954 Other operating (income) expense, net (19,271 ) 1,982 1,596,323 800,936 Share of profit (loss) of investments accounted for using the equity method (55 ) 64 Operating income 173,576 130,528 Financial income (expenses), net — — Income before income taxes 173,576 130,528 Income taxes 49,063 56,359 Net income 124,513 74,169 Net income of Financial Services 123,986 74,169 Net income attributable to noncontrolling interests 527 — Fiscal year ended March 31 Sony without Financial Services segment 2024 2025 (Yen in millions) Sales 11,265,043 12,043,903 Costs of sales 8,101,990 8,514,325 Selling, general and administrative 2,148,472 2,256,294 Other operating (income) expense, net (10,133 ) (11,224 ) 10,240,329 10,759,395 Share of profit (loss) of investments accounted for using the equity method 10,557 (7,865 ) Operating income 1,035,271 1,276,643 Financial income (expenses), net 109,864 66,530 Income before income taxes 1,145,135 1,343,173 Income taxes 239,105 257,467 Net income 906,030 1,085,706 Net income of Sony without Financial Services 896,636 1,067,419 Net income attributable to noncontrolling interests 9,394 18,287 - 47 - Table of Contents Fiscal year ended March 31 Consolidated 2024 2025 (Yen in millions) Sales 11,260,037 12,034,917 Financial services revenue 1,760,731 922,147 Total sales and financial services revenue 13,020,768 12,957,064 Costs of sales 8,089,317 8,504,810 Selling, general and administrative 2,156,156 2,256,829 Financial services expenses 1,606,370 789,702 Other operating (income) expenses, net (29,404 ) (9,241 ) 11,822,439 11,542,100 Share of profit (loss) of investments accounted for using the equity method 10,502 (7,801 ) Operating income 1,208,831 1,407,163 Financial income (expenses), net 59,831 66,563 Income before income taxes 1,268,662 1,473,726 Income taxes 288,168 313,839 Net income 980,494 1,159,887 Net income attributable to Sony Group Corporation’s Stockholders 970,573 1,141,600 Net income attributable to noncontrolling interests 9,921 18,287 All Other Sales for the fiscal year ended March 31, 2025 increased 7.0 billion yen year-on-year to 96.3 billion yen.
By adopting the most appropriate approach for each customer segment, Sony aims to expand its customer segments. - 46 - Table of Contents Information on Operations Separating Out the Financial Services segment The following schedules show unaudited condensed statements of income for the Financial Services segment and all other segments excluding the Financial Services segment.
Information on Operations Separating Out the Financial Services segment The following schedules show unaudited condensed statements of income for the Financial Services segment and all other segments excluding the Financial Services segment. These presentations are not in accordance with IFRS Accounting Standards, which is used by Sony to prepare its consolidated financial statements.
This change was mainly due to a year-on-year increase in sales of investments in the Financial Services segment. Investing Activities: During the fiscal year ended March 31, 2024, Sony used 818.9 billion yen of net cash in investing activities, a decrease of 233.8 billion yen year-on-year.
This increase was mainly due to a year-on-year increase in payments for purchases of businesses and other. The Financial Services segment used 26.9 billion yen of net cash in investing activities, essentially flat year-on-year.
This increase in net cash inflow was partially offset by the negative impact of a larger increase in trade receivables and contract assets. The Financial Services segment had a net cash inflow of 246.4 billion yen, compared to a net cash outflow of 56.3 billion yen in the previous fiscal year.
This increase in net cash inflow was partially offset by the negative impact of a larger increase in content assets. In the Financial Services segment, there was a 350.3 billion yen net cash inflow, an increase of 103.9 billion yen year-on-year. This increase was mainly due to a smaller increase in mortgage loans at Sony Bank.
Sony expects demand for the semiconductor laser business to grow over the mid- to long-term as demand for storage in the data center market is increasing with the spread of generative AI. - 45 - Table of Contents Financial Services The Financial Services segment results include SFGI and SFGI’s consolidated subsidiaries such as Sony Life, Sony Assurance, and Sony Bank.
In the semiconductor laser business, Sony expects an increase in demand over the mid- to long-term as demand for storage in the data center market increases with the expansion of generative AI.
Particularly in the U.S., consumer spending remained resilient despite continued inflation, pushing back projections for interest rate cuts by the Federal Reserve Board. As a result, the interest rate differential with Japan, which continued monetary easing, widened, and the yen exchange rate continued to fluctuate significantly, as it had in the fiscal year ended March 31, 2023.
On the other hand, the yen exchange rate continued to fluctuate significantly, as it had in the fiscal year ended March 31, 2024, as a result of the interest rate differential between the U.S. and Japan.
For all segments excluding the Financial Services segment, there was a net cash outflow of 794.2 billion yen, a decrease of 237.8 billion yen year-on-year.
Investing Activities: During the fiscal year ended March 31, 2025, Sony used 930.1 billion yen of net cash in investing activities, an increase of 111.2 billion yen year-on-year. For all segments excluding the Financial Services segment, there was a net cash outflow of 904.4 billion yen, an increase of 110.2 billion yen year-on-year.
Operating income for the fiscal year ended March 31, 2024 included the above-mentioned factors recorded in other operating (income) expense, net. Financial Income and Expenses For the fiscal year ended March 31, 2024, financial income increased by 94.5 billion yen year-on-year, to 125.6 billion yen, while financial expenses increased by 6.8 billion yen year-on-year, to 65.8 billion yen.
Operating Income: 1 trillion 407.2 billion yen (198.3 billion yen increase year-on-year) • (+) Increases in operating income in the G&NS, I&SS and Music segments • (–) Decrease in operating income in the Financial Services segment Operating income for the fiscal year ended March 31, 2024 included the above-mentioned factors recorded in other operating (income) expense, net.
This result was mainly due to the same factors affecting Adjusted OIBDA and a decrease in net foreign exchange losses recorded within financial expenses. Operating Performance by Business Segment The following discussion is based on segment information. Sales in each business segment represents sales recorded before intersegment transactions are eliminated.
Refer to Note 26 of the consolidated financial statements. - 40 - Table of Contents Operating Performance by Business Segment The following discussion is based on segment information. Sales in each business segment represents sales recorded before intersegment transactions are eliminated.
For all segments excluding the Financial Services segment, there was a 197.3 billion yen net cash outflow, compared to a net cash inflow of 95.5 billion yen in the previous fiscal year.
Financing Activities: During the fiscal year ended March 31, 2025, Sony used 298.2 billion yen of net cash in financing activities, an increase of 87.5 billion yen year-on-year. For all segments excluding the Financial Services segment, there was a net cash outflow of 277.2 billion yen, an increase of 79.9 billion yen year-on-year.
This significant decrease was mainly due to a decrease in the share of profit of investments in All Other. Operating Income For the fiscal year ended March 31, 2024, operating income decreased 93.6 billion yen year-on-year to 1 trillion 208.8 billion yen.
An operating loss of 18.0 billion yen was recorded, compared to operating income of 1.6 billion yen in the fiscal year ended March 31, 2024.
However, Sony believes that these disclosures may be useful information to investors. Please refer to “Regarding Adjusted OIBDA and Adjusted EBITDA” below for more details, including the formulas and reconciliations for Adjusted OIBDA and Adjusted EBITDA (the same applies below).
However, Sony believes that this disclosure may be useful information to investors. For details about the preparation of the Financial Statements for Sony without Financial Services, please refer to “Information on Operations Separating Out the Financial Services Segment” below (the same applies below).
Sony also aims to proactively seek out opportunities for revenue from its existing IP in the area of location-based entertainment (“LBE”). - 43 - Table of Contents Entertainment, Technology & Services (ET&S) Key Financial Figures Fiscal year ended March 31 2023 2024 (Yen in millions) Sales to external customers by product category TVs 733,251 624,264 Audio & Video 391,608 412,067 Still and Video Cameras 565,018 643,429 Mobile Communications 356,771 299,905 Other 390,091 435,281 Sales to external customers 2,436,739 2,414,946 Intersegment sales 39,286 38,772 ET&S segment total sales 2,476,025 2,453,718 ET&S segment operating income 179,461 187,399 For the fiscal year ended March 31, 2024, sales were 2 trillion 453.7 billion yen, essentially flat year-on-year.
Sony also aims to proactively seek out opportunities for revenue from its existing IP in areas where utilizing IP provides experience value, such as Location-Based Entertainment (“LBE”) and Alamo Drafthouse Cinema, which Sony acquired in June 2024. - 43 - Table of Contents Entertainment, Technology & Services (ET&S) Key Financial Figures Fiscal year ended March 31 2024 2025 (Yen in millions) Sales to external customers by product category TVs 624,264 564,154 Audio & Video 412,067 391,664 Still and Video Cameras 643,429 665,144 Mobile Communications 299,905 279,834 Other 435,281 462,042 Sales to external customers 2,414,946 2,362,838 Intersegment sales 38,772 46,437 ET&S segment total sales 2,453,718 2,409,275 ET&S segment operating income 187,399 190,926 The operating performance for the ET&S segment for the fiscal year ended March 31, 2025 is as follows: Sales: 2 trillion 409.3 billion yen, a 44.4 billion yen decrease year-on-year (Impact of foreign exchange rates: +78.9 billion yen) • (–) Decrease in sales of televisions and smartphones due to a decrease in unit sales • (+) Impact of foreign exchange rates Operating income: 190.9 billion yen, a 3.5 billion yen increase year-on-year (Impact of foreign exchange rates: +12.3 billion yen) • (+) Reductions in operating expenses • (+) Positive impact of foreign exchange rates • (–) Impact of decrease in sales of televisions • (–) Increase in restructuring costs Business Environment and Strategy In the fiscal year ended March 31, 2025, amid a continuous challenging business environment, although sales decreased due to lower unit sales of televisions as well as lower unit sales of smartphones resulting from a review of the product lineup and intensified competition, the operating performance of the ET&S segment reflected the results of various measures implemented to respond swiftly to changes in the business environment, such as fixed cost reduction initiatives including thorough supply chain optimization and structural reforms, as well as efforts to prioritize profitability in each business and shift to high-value added products.
For example, Crunchyroll is expanding its audience by reaching a broader audience through multiple touchpoints, such as distributing Japanese anime films overseas, merchandising anime goods, organizing anime events, and publishing games, in addition to its streaming service.
In particular, Crunchyroll is an important growth pillar for the Pictures segment and is striving to reach a broader audience through expanding touchpoints with fans, such as e-commerce for anime merchandise, mobile games, and a manga application, in addition to its streaming service.
Refer to Note 4 of the consolidated financial statements. - 40 - Table of Contents Game & Network Services (G&NS) Key Financial Figures Fiscal year ended March 31 2023 2024 (Yen in millions) Sales to external customers by product category Digital Software and Add-on Content 1,523,045 1,934,586 Network Services 464,676 545,537 Hardware & Others 1,550,812 1,692,871 Sales to external customers 3,538,533 4,172,994 Intersegment sales 106,065 94,740 G&NS segment total sales 3,644,598 4,267,734 G&NS segment operating income 250,006 290,184 For the fiscal year ended March 31, 2024, sales increased 623.1 billion yen year-on-year to 4 trillion 267.7 billion yen.
Game & Network Services (G&NS) Key Financial Figures Fiscal year ended March 31 2024 2025 (Yen in millions) Sales to external customers by product category Digital Software and Add-on Content 1,934,586 2,290,498 Network Services 545,537 669,873 Hardware & Others 1,692,871 1,583,200 Sales to external customers 4,172,994 4,543,571 Intersegment sales 94,740 126,473 G&NS segment total sales 4,267,734 4,670,044 G&NS segment operating income 290,184 414,819 The operating performance for the G&NS segment for the fiscal year ended March 31, 2025 is as follows: Sales: 4 trillion 670.0 billion yen, a 402.3 billion yen increase year-on-year (Impact of foreign exchange rates: +170.0 billion yen) • (+) Increase in sales of non-first-party game software titles including add-on content • (+) Impact of foreign exchange rates • (+) Increase in sales from network services • (–) Decrease in sales of hardware due to a decrease in unit sales • (–) Decrease in sales of first-party game software titles Operating income: 414.8 billion yen, a 124.6 billion yen increase year-on-year (Impact of foreign exchange rates: +0.2 billion yen) • (+) Impact of increase in sales from network services • (+) Impact of increase in sales of non-first-party game software titles • (–) Impact of decrease in sales of first-party game software titles Business Environment and Strategy The operating performance of the G&NS segment for the fiscal year ended March 31, 2025 reflected steady growth in user engagement amid expansion of the installed base of PS5, benefitting from continued strong sales momentum for game software including add-on content, as well as continuous growth in revenues from network services mainly resulting from users shifting to higher tiers of PlayStation ® Plus (“PS Plus”).
Additionally, Sony plans to continue to expand the deployment of its first-party titles to multiple platforms such as PC in order to further expand the reach and monetization of its IP.
Additionally, Sony plans to continue its efforts to deploy its first-party titles to multiple platforms such as PC, and to create films and television shows based on PlayStation game IP through collaborations within the Sony Group, in order to further expand the reach and monetization of its IP. - 41 - Table of Contents Music Key Financial Figures The Music segment results include the yen-based results of SMEJ and the yen-translated results of SME and SMP, which aggregate the results of their worldwide subsidiaries on a U.S. dollar basis.

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Biggest change(1) Total amounts of remuneration for Directors and Corporate Executive Officers and the number thereof *1 Fixed remuneration Remuneration linked to business results Stock acquisition rights (*6) Restricted stock (*9) Phantom Restricted Stock Plan (*10) Number of persons Amount (Yen in millions) Number of persons Amount (Yen in millions) Number of persons Amount (Yen in millions) Number of persons Amount (Yen in millions) Number of persons Amount (Yen in millions) Directors 10 205 — — — — 10 96 — — (*2) (*3) (*4) (*7) (*3) (*11) (Outside Directors) (9) (198) (—) (—) (—) (—) (9) (64) (—) (—) Corporate Executive Officers 6 613 6 916 8 743 8 1,602 — — (*5) (*8) (*8) Total 16 817 6 916 8 743 18 1,698 — — *1 Due to rounding, individual sums may not total 100%. *2 The number of persons does not include two Directors who concurrently serve as Corporate Executive Officers, because the Corporation does not pay any additional remuneration for services as a Director to Directors who concurrently serve as Corporate Executive Officers. *3 The number of persons includes two Directors who resigned on the day of the Ordinary General Meeting of Shareholders held on June 20, 2023. *4 The Corporation does not pay remuneration linked to business results to Directors who do not concurrently serve as Corporate Executive Officers. *5 This is the amount of remuneration linked to business results for the fiscal year ended March 31, 2024 that was paid in November 2023 and June 2024. *6 This is the amount of expenses the Corporation recorded during the fiscal year ended March 31, 2024 applicable to the stock acquisition rights that were granted. *7 The Corporation does not grant stock acquisition rights to Directors who do not concurrently serve as Corporate Executive Officers. *8 The number of persons includes two Corporate Executive Officers who resigned by the end of the fiscal year ended March 31, 2023. *9 This is the amount of expenses the Corporation recorded during the fiscal year ended March 31, 2024 applicable to restricted stock. *10 The Corporation recorded 476 million yen in expenses during the fiscal year ended March 31, 2024 applicable to the phantom restricted stock plan for a Director who resigned on the day of the Ordinary General Meeting of Shareholders held on June 20, 2023 and Corporate Executive Officers. *11 The Corporation does not pay remuneration under the phantom restricted stock plan to Directors who do not concurrently serve as Corporate Executive Officers. - 72 - Table of Contents (2) Amounts of remuneration for Directors and Corporate Executive Officers on an individual basis Name Position (*1) Fixed Remuneration (*2) (Yen in millions) Remuneration linked to business results (*2) (*3) (Yen in millions) Phantom restricted stock plan (*2) (Yen in millions) Total (*2) (Yen in millions) Granted number of stock acquisition rights (*4) (Ten thousand shares) `Granted number of restricted stock (*5) (Ten thousand shares) Kenichiro Yoshida Director (*6), Chairman, CEO, and Representative Corporate Executive Officer (*7) 240 353 — 593 17.0 8.5 Hiroki Totoki Director (*6) , President, COO, CFO, and Representative Corporate Executive Officer (*7) 140 398 — 538 9.0 4.5 Toshimoto Mitomo Executive Deputy President, CSO, and Corporate Executive Officer (*7) 62 49 — 111 2.0 1.0 Hiroaki Kitano Executive Deputy President, CTO, and Corporate Executive Officer 52 (*8) 44 (*8) — 96 (*8) 2.0 1.0 Shiro Kambe Senior Executive Vice President, and Corporate Executive Officer (*7) 52 42 — 94 1.5 0.8 Kazushi Ambe Senior Executive Vice President, and Corporate Executive Officer (*7) 52 41 — 93 1.5 0.8 *1 This chart shows remuneration for Directors and Corporate Executive Officers who received, or who became likely to receive, total remuneration exceeding 100 million yen from the Corporation and its subsidiaries during the fiscal year ended March 31, 2024.
Biggest change(2) Amounts of remuneration for Directors and Corporate Executive Officers on an individual basis Name Position (*1) Fixed Remuneration (*2) (Yen in millions) Remuneration linked to business results (*2) (*3) (Yen in millions) Phantom restricted stock plan (*2) (Yen in millions) Total (*2) (Yen in millions) Granted number of stock acquisition rights (*4) (Ten thousand shares) Granted number of RSUs (*5) (Ten thousand shares) Kenichiro Yoshida Director (*6), Chairman, and Representative Corporate Executive Officer (*7) 240 396 — 636 85 43.3 Hiroki Totoki Director (*6), President and CEO, and Representative Corporate Executive Officer (*7) 140 220 — 360 45 23.0 Toshimoto Mitomo CSO, and Corporate Executive Officer (*7) 62 55 — 117 11 5.6 Hiroaki Kitano Former Executive Deputy President, CTO, and Corporate Executive Officer (Until March 31, 2025) 62 (*8) 53 (*8) 99 214 (*8) 11 5.6 Shiro Kambe Former Senior Executive Vice President, and Corporate Executive Officer (Until March 31, 2025) (*7) 52 45 555 653 7.5 3.9 Kazushi Ambe Former Senior Executive Vice President, and Corporate Executive Officer (Until March 31, 2025) (*7) 52 45 410 507 7.5 3.9 *1 This chart shows remuneration for Directors and Corporate Executive Officers who received, or who became likely to receive, total remuneration exceeding 100 million yen from the Corporation and its subsidiaries during the fiscal year ended March 31, 2025.
(2) Secretariat Offices for the Board and each Committee The company has established the secretariat offices of the Board and each Committee to support the activities of the members and encourage constructive and proactive discussion at the meetings of the Board and each Committee.
(2) Secretariat Offices for the Board and each Committee The company has established secretariat offices of the Board and each Committee to support the activities of the members and encourage constructive and proactive discussion at the meetings of the Board and each Committee.
The Committee also considered the total number of stock acquisition rights to be issued for the purpose of granting stock options to Corporate Executive Officers and employees of the Corporation and directors, other officers and employees of the Corporation’s subsidiaries, and other stock-based compensation utilizing shares of the Corporation’s stock such as restricted stock and restricted stock units.
The Committee also considered the total number of stock acquisition rights to be issued for the purpose of granting stock options to Corporate Executive Officers and employees of the Corporation and directors, other officers and employees of the Corporation’s subsidiaries, and other stock-based compensation utilizing shares of the Corporation’s stock such as restricted stock units.
The Board also conducted Directors’ corporate strategic workshops with management, business site visits by Directors, and meetings with the Chair of the Board and the CEO. All of these activities were aimed at securing better understanding by outside Directors of Sony’s business and management’s challenges and encouraging corporate strategic discussions among Directors.
The Board also conducted Directors’ strategic workshops with management, business site visits by Directors, and meetings with the Chair of the Board and the CEO. All of these activities were aimed at securing better understanding by outside Directors of Sony’s business and management’s challenges and encouraging strategic discussions among Directors.
(present) June 2021 Senior Independent Director, Chair of Remuneration Committee, Oxford Nanopore Technologies plc October 2023 Independent Non-Executive Director, GSK plc May 2024 Independent Non-Executive Director, Chair of Remuneration Committee, GSK plc (present) Sakie Akiyama Responsibility as a Director: Member of the Compensation Committee Date of Birth: December 1, 1962 Number of Years Served as a Director: 5 years Brief Personal History and Principal Business Activities Outside the Corporation: April 1987 Joined Arthur Andersen & Co.
(present) June 2021 Senior Independent Director, Chair of Remuneration Committee, Oxford Nanopore Technologies plc October 2023 Independent Non-Executive Director, GSK plc May 2024 Independent Non-Executive Director, Chair of Remuneration Committee, GSK plc (present) Sakie Akiyama Responsibility as a Director: Member of the Compensation Committee Date of Birth: December 1, 1962 Number of Years Served as a Director: 6 years Brief Personal History and Principal Business Activities Outside the Corporation: April 1987 Joined Arthur Andersen & Co.
(b) Basic policy regarding Senior Executive remuneration Senior Executives are key members of management responsible for executing the operations of the Sony Group as a whole, or their respective businesses of the Sony Group.
(b) Basic policy regarding Senior Executive remuneration Senior Executives are key members of management responsible for executing the operations of the Sony Group as a whole, or respective businesses of the Sony Group.
(Please see below Reference: Clawback Policy.) Stock-based compensation (Stock acquisition rights, and restricted stock or restricted stock units) • Stock acquisition rights, and restricted stock or RSUs are granted to incentivize Senior Executives to increase mid- to long-term shareholder value. • The exercise of the stock acquisition rights is, in principle, restricted during a one-year period from the allotment date, and one-third of the total number of exercisable stock acquisition rights will vest and be exercisable each year thereafter.
(Please see below Reference: Clawback Policy.) Stock-based compensation (Stock acquisition rights, and restricted stock or restricted stock units) • Stock acquisition rights, and restricted stock or RSUs are granted to incentivize Senior Executives to increase mid- to long-term shareholder value. • The exercise of the stock acquisition rights is, in principle, restricted during a one-year period from the allotment date, and one-third of the total number of exercisable stock acquisition rights will be vested and be exercisable each year thereafter.
(present) January 2020 Founder and Chief Product Officer, Vibrant Planet, PBC (present) June 2023 Director, the Corporation (present) William Morrow Responsibility as a Director: Member of the Compensation Committee Date of Birth: July 2, 1959 Number of Years Served as a Director: 1 year Brief Personal History and Principal Business Activities Outside the Corporation: September 1980 Director, Pacific Bell Inc.
(present) January 2020 Founder and Chief Product Officer, Vibrant Planet, PBC (present) June 2023 Director, the Corporation (present) William Morrow Responsibility as a Director: Member of the Compensation Committee Date of Birth: July 2, 1959 Number of Years Served as a Director: 2 years Brief Personal History and Principal Business Activities Outside the Corporation: September 1980 Director, Pacific Bell Inc.
(2) Achievement of the Group Sustainability Evaluation. • The Group Sustainability Evaluation is an evaluation of efforts by Senior Executives to enhance the mid- to long-term corporate value and sustainable growth of the Sony Group as a whole, not limited to their respective businesses and organizations, including management succession planning and investment in human capital, sustainability initiatives related to social value creation and ESG (environment, social and governance), value creation through collaborations among the businesses of the Sony Group, and engagement indicators based on employee surveys. • The Business Results Linked Standard Payment Amount shall be determined so that such amount is within a certain percentage of the cash compensation (total of the fixed remuneration and the remuneration linked to business results), which percentage shall be determined in accordance with each individual’s level of responsibility. • The Corporation adopted a clawback policy for the recoupment of compensation.
(2) Achievement of the Group Sustainability Evaluation. • The Group Sustainability Evaluation is an evaluation of efforts by Senior Executives to enhance the mid- to long-term corporate value and sustainable growth of the Sony Group as a whole, not just their respective businesses and organizations, and includes management succession planning and investment in human capital, sustainability initiatives related to social value creation and ESG (environment, social and governance), value creation through collaborations among the businesses of the Sony Group, and engagement indicators based on employee surveys. • The Business Results Linked Standard Payment Amount shall be determined so that such amount is within a certain percentage of the cash compensation (total of the fixed remuneration and the remuneration linked to business results), which percentage shall be determined in accordance with each individual’s level of responsibility. • The Corporation adopted a clawback policy for the recoupment of compensation.
Kraft Jr. Responsibility as a Director: Chair of the Audit Committee Member of the Nominating Committee Director in charge of Information Security Date of Birth: May 12, 1964 Number of Years Served as a Director: 4 years Brief Personal History and Principal Business Activities Outside the Corporation: July 1986 Joined Morgan Stanley Inc. January 2000 Managing Director, Morgan Stanley Inc.
Kraft Jr. Responsibility as a Director: Chair of the Audit Committee Member of the Nominating Committee Director in charge of Information Security Date of Birth: May 12, 1964 Number of Years Served as a Director: 5 years Brief Personal History and Principal Business Activities Outside the Corporation: July 1986 Joined Morgan Stanley Inc. January 2000 Managing Director, Morgan Stanley Inc.
Nominating Committee Member (Outside Director) (2) Purpose/Authority The primary roles of the Nominating Committee are to: (a) determine the content of proposals regarding the appointment/dismissal of Directors to be submitted for approval at a General Meeting of Shareholders and (b) evaluate management succession plans, which the CEO develops, for the CEO and other executives designated by the Nominating Committee.
Nominating Committee Member (Outside Director) Masayuki Hyodo Nominating Committee Member (Outside Director) (2) Purpose/Authority The primary roles of the Nominating Committee are to: (a) determine the content of proposals regarding the appointment/dismissal of Directors to be submitted for approval at a General Meeting of Shareholders and (b) evaluate management succession plans, which the CEO develops, for the CEO and other executives designated by the Nominating Committee.
Outside Director, Orix Corporation (present) June 2020 Outside Director, Mitsubishi Corporation (present) Keiko Kishigami Responsibility as a Director: Member of the Audit Committee Date of Birth: January 28, 1957 Number of Years Served as a Director: 4 years Brief Personal History and Principal Business Activities Outside the Corporation: October 1985 Joined Peat Marwick Minato (currently Ernst & Young ShinNihon LLC) August 1989 Registered as Certified Public Accountant (present) December 1997 Partner, Century Audit Corporation (currently Ernst & Young ShinNihon LLC) May 2004 Representative Partner (Senior Partner), Ernst & Young ShinNihon (currently Ernst & Young ShinNihon LLC) September 2018 Board Member, WWF Japan (present) June 2019 Outside Auditor, Okamura Corporation (present) June 2020 Director, the Corporation (present) June 2021 Outside Director, Sumitomo Seika Chemicals Company, Limited (present) March 2023 Outside Auditor, DIC Corporation (present) - 68 - Table of Contents Joseph A.
Outside Director, ORIX Corporation (present) June 2020 Outside Director, Mitsubishi Corporation (present) Keiko Kishigami Responsibility as a Director: Member of the Audit Committee Date of Birth: January 28, 1957 Number of Years Served as a Director: 5 years Brief Personal History and Principal Business Activities Outside the Corporation: October 1985 Joined Peat Marwick Minato (currently Ernst & Young ShinNihon LLC) August 1989 Registered as Certified Public Accountant (present) December 1997 Partner, Century Audit Corporation (currently Ernst & Young ShinNihon LLC) May 2004 Representative Partner (Senior Partner), Ernst & Young ShinNihon (currently Ernst & Young ShinNihon LLC) September 2018 Board Member, WWF Japan (present) June 2019 Outside Auditor, Okamura Corporation (present) June 2020 Director, the Corporation (present) June 2021 Outside Director, Sumitomo Seika Chemicals Company, Limited (present) March 2023 Outside Auditor, DIC Corporation (present) - 65 - Table of Contents Joseph A.
(Reference: Executive Compensation Package Designed to Focus on Long-Term Management) The bar chart below shows the components of remuneration for Corporate Executive Officers for the fiscal year ended March 31, 2024. For this chart, the remuneration linked to business results is based on the Business Results Linked Standard Payment Amount for each Corporate Executive Officer.
(Reference: Executive Compensation Package Designed to Focus on Long-Term Management) The bar chart below shows the components of remuneration for Corporate Executive Officers for the fiscal year ended March 31, 2025. For this chart, the remuneration linked to business results is based on the Business Results Linked Standard Payment Amount for each Corporate Executive Officer.
(present) June 2019 Director, the Corporation (present) June 2020 Executive Deputy President, Chief Financial Officer, Representative Corporate Executive Officer, the Corporation April 2023 President, Chief Operating Officer and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation (present) April 2024 Interim Corporate Executive Officer, Sony Interactive Entertainment June 2024 Chairman, Sony Interactive Entertainment (present) Yoshihiko Hatanaka Responsibility as a Director: Chair of the Board Chair of the Nominating Committee Date of Birth: April 20, 1957 Number of Years Served as a Director: 5 years Brief Personal History and Principal Business Activities Outside the Corporation: April 1980 Joined Fujisawa Pharmaceutical Co., Ltd.
(present) June 2019 Director, the Corporation (present) June 2020 Executive Deputy President, Chief Financial Officer, Representative Corporate Executive Officer, the Corporation April 2023 President, Chief Operating Officer and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation April 2024 Interim Corporate Executive Officer, Sony Interactive Entertainment June 2024 Chairman, Sony Interactive Entertainment April 2025 President and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation (present) Yoshihiko Hatanaka Responsibility as a Director: Chair of the Board Chair of the Nominating Committee Date of Birth: April 20, 1957 Number of Years Served as a Director: 6 years Brief Personal History and Principal Business Activities Outside the Corporation: April 1980 Joined Fujisawa Pharmaceutical Co., Ltd.
For determining the amount of the remuneration linked to business results for each Senior Executive, the Business Results Linked Standard Payment Amount, the targets for the Financial Performance KPIs based on the areas for which each Senior Executive is responsible and the achievement of the Group Sustainability Evaluation are determined and thereafter, the amount of such remuneration is determined based on the level of achievement of such targets for the Financial Performance KPIs and the individual performance at the meeting of the Compensation Committee held after the corresponding fiscal year end for Corporate Executive Officers or otherwise under supervision by the Compensation Committee for Senior Executives other than Corporate Executive Officers.
For determining the amount of the remuneration linked to business results for each Senior Executive, the Business Results Linked Standard Payment Amount, the targets for the Financial Performance KPIs and targets for the Group Sustainability Evaluation are determined and thereafter, the amount of such remuneration is determined based on the level of achievement of such targets for the Financial Performance KPIs and the individual performance at the meeting of the Compensation Committee held after the corresponding fiscal year end for Corporate Executive Officers or otherwise under supervision by the Compensation Committee for Senior Executives other than Corporate Executive Officers.
Chair of the Audit Committee (Outside Director) Keiko Kishigami Audit Committee Member (Outside Director) Shingo Konomoto Audit Committee Member (Outside Director) (2) Purpose/Authority The primary roles of the Audit Committee are to: (a) monitor the performance of duties by Directors and Corporate Executive Officers and (b) oversee and evaluate the independent auditor.
Chair of the Audit Committee (Outside Director) Keiko Kishigami Audit Committee Member (Outside Director) Shingo Konomoto Audit Committee Member (Outside Director) Yoriko Goto Audit Committee Member (Outside Director) (2) Purpose/Authority The primary roles of the Audit Committee are to: (a) monitor the performance of duties by Directors and Corporate Executive Officers and (b) oversee and evaluate the independent auditor.
During the fiscal year ended March 31, 2024, Sony Group Corporation granted stock acquisition rights, which represent rights to subscribe for shares of Common Stock, to Corporate Executive Officers and employees of Sony Group Corporation as well as directors, officers and employees of its subsidiaries.
During the fiscal year ended March 31, 2025, Sony Group Corporation granted stock acquisition rights, which represent rights to subscribe for shares of Common Stock, to Corporate Executive Officers and employees of Sony Group Corporation as well as directors, officers and employees of its subsidiaries.
March 2009 CEO, Clearwire Incorporated March 2012 CEO, Vodafone Hutchison Australia April 2014 CEO, NBN Co, Limited December 2018 Outside Director, IkeGPS Group Limited February 2021 CEO, DirecTV Entertainment Holdings LLC (present) June 2023 Director, the Corporation (present) - 69 - Table of Contents Shingo Konomoto Responsibility as a Director: Member of the Audit Committee Date of Birth: February 11, 1960 Number of Years Served as a Director: — Brief Personal History and Principal Business Activities Outside the Corporation: April 1985 Joined Nomura Research Institute, Ltd.
March 2009 CEO, Clearwire Incorporated March 2012 CEO, Vodafone Hutchison Australia April 2014 CEO, NBN Co, Limited December 2018 Outside Director, IkeGPS Group Limited February 2021 CEO, DIRECTV Entertainment Holdings LLC (present) June 2023 Director, the Corporation (present) - 66 - Table of Contents Shingo Konomoto Responsibility as a Director: Member of the Audit Committee Date of Birth: February 11, 1960 Number of Years Served as a Director: 1 year Brief Personal History and Principal Business Activities Outside the Corporation: April 1985 Joined Nomura Research Institute, Ltd.
The amount of compensation of each Director and Senior Executive including Corporate Executive Officers for the fiscal year ended March 31, 2024 was also determined by the Compensation Committee or otherwise under supervision by the Compensation Committee according to the procedure above.
The amount of compensation of each Director and Senior Executive including Corporate Executive Officers for the fiscal year ended March 31, 2025 was also determined by the Compensation Committee or otherwise under supervision by the Compensation Committee according to the procedure above.
(3) Procedure of the Recent Evaluation First, the Board confirmed that the actions proposed to be taken in response to the results of the previous Evaluation were taken, and it discussed and confirmed the proposed procedures for the Evaluation for the fiscal year ended March 31, 2024.
(3) Procedure of the Recent Evaluation First, the Board confirmed that the actions proposed to be taken in response to the results of the previous Evaluation were taken, and it discussed and confirmed the proposed procedures for the Evaluation for the fiscal year ended March 31, 2025.
Specific considerations by the Audit Committee include review of audit plans in three-way audits, identification and audit of priority audit items for each fiscal year, review of financial results and disclosure documents related to financial results, review of development and operation of internal control systems, audit of - 89 - Table of Contents financial reports and SOX 404-related activities, audit of internal audit activities, review of the content and process for determining the compensation of the independent auditors, audit of the appropriateness of audit by the independent auditors and evaluation of the independent auditors.
Specific considerations by the Audit Committee include review of audit plans in three-way audits, identification and audit of priority audit items for each fiscal year, review of financial results and disclosure documents related to financial results, review of development and operation of internal control systems, audit of financial reports and SOX 404-related activities, audit of internal audit activities, review of the content and process for determining the compensation of the independent auditors, audit of the appropriateness of audit by the independent auditors and evaluation of the independent auditors.
During the fiscal year ended March 31, 2023, although there was a decrease of employees mainly in the ET&S segment (outside of Japan) due to closure of manufacturing sites in Malaysia, employees in the G&NS, I&SS, and Pictures (outside of Japan) segments increased due to the expansion of these businesses, including through mergers and acquisitions.
During the fiscal year ended March 31, 2023, although there was a decrease of employees mainly in the ET&S segment (outside of Japan) due to closure of manufacturing sites in Malaysia, - 90 - Table of Contents employees in the G&NS, I&SS, and Pictures (outside of Japan) segments increased due to the expansion of these businesses, including through mergers and acquisitions.
The actual value, if any, that is realized by a Corporate Executive Officer upon the exercise of any stock acquisition rights will depend on the extent to which the market value of the Corporation’s common stock (“Common Stock”) exceeds the exercise price of the stock acquisition rights on the date of exercise, and several other restrictions imposed on the exercise of the stock acquisition rights, including the period when a Corporate Executive Officer could exercise the stock acquisition rights.
The actual value, if any, that is realized by a Corporate Executive Officer upon the exercise of any stock acquisition rights will depend on the extent to which the market value of Common Stock exceeds the exercise price of the stock acquisition rights on the date of exercise, and several other restrictions imposed on the exercise of the stock acquisition rights, including the period when a Corporate Executive Officer could exercise the stock acquisition rights.
Sony Group Corporation’s policy on investor relations activities is to aim to disclose accurate - 87 - Table of Contents information in a timely and fair manner, as well as to endeavor to promote constructive dialogue with shareholders and investors, with a view to maximizing the corporate value by building a relationship of trust with shareholders and investors.
Sony Group Corporation’s policy on investor relations activities is to aim to disclose accurate information in a timely and fair manner, as well as to endeavor to promote constructive dialogue with shareholders and investors, with a view to maximizing the corporate value by building a relationship of trust with shareholders and investors.
Board of Directors Kenichiro Yoshida Responsibility as a Director: — Date of Birth: October 20, 1959 Number of Years Served as a Director: 10 years Principal Business Activities Outside the Corporation: Outside Director, M3, Inc.
Board of Directors Kenichiro Yoshida Responsibility as a Director: — Date of Birth: October 20, 1959 Number of Years Served as a Director: 11 years Principal Business Activities Outside the Corporation: Outside Director, M3, Inc.
The amount of each component and its percentage of total remuneration shall be at an appropriate level determined in accordance with the basic policy above and based on research conducted by a third party regarding remuneration of directors of both Japanese and non-Japanese companies.
The amount of each component and its percentage of total remuneration shall be at an appropriate level determined in accordance - 72 - Table of Contents with the basic policy above and based on research conducted by a third party regarding remuneration of directors of both Japanese and non-Japanese companies.
(4) Management Succession Plans The Nominating Committee evaluates the succession plans, and the implementation of such plans, for the CEO and other executives designated by the Nominating Committee, and reports the results of its evaluation to the Board, as appropriate. - 82 - Table of Contents Evaluations are conducted by having the CEO periodically submit draft succession plans to the Nominating Committee, which it reviews.
(4) Management Succession Plans The Nominating Committee evaluates the succession plans, and the implementation of such plans, for the CEO and other executives designated by the Nominating Committee, and reports the results of its evaluation to the Board, as appropriate. Evaluations are conducted by having the CEO periodically submit draft succession plans to the Nominating Committee, which it reviews.
(Reference: Clawback Policy) The SEC recently adopted rules relating to the mandatory recovery of erroneously awarded incentive-based compensation received by certain current or former executive officers, and the NYSE has, in turn, adopted new listing standards in connection with such rules.
(Reference: Clawback Policy) In 2022, the SEC adopted rules relating to the mandatory recovery of erroneously awarded incentive-based compensation received by certain current or former executive officers, and the NYSE has, in turn, adopted listing standards in connection with such rules.
In addition, Senior Executives, including the Corporate Executive Officers, of Sony Group Corporation have established and currently maintain a system to identify and control risks that may cause losses to Sony regarding the areas for which they are responsible.
In addition, Senior Executives, including the Corporate Executive Officers, of Sony Group Corporation have established and - 87 - Table of Contents currently maintain a system to identify and control risks that may cause losses to Sony regarding the areas for which they are responsible.
(present) - 67 - Table of Contents Wendy Becker Responsibility as a Director: Vice Chair of the Board Chair of the Compensation Committee Member of the Nominating Committee Date of Birth: November 2, 1965 Number of Years Served as a Director: 5 years Brief Personal History and Principal Business Activities Outside the Corporation: September 1987 Brand Manager, Procter & Gamble Company September 1993 Consultant, McKinsey & Company, Inc.
(present) - 64 - Table of Contents Wendy Becker Responsibility as a Director: Vice Chair of the Board Chair of the Compensation Committee Member of the Nominating Committee Date of Birth: November 2, 1965 Number of Years Served as a Director: 6 years Brief Personal History and Principal Business Activities Outside the Corporation: September 1987 Brand Manager, Procter & Gamble Company September 1993 Consultant, McKinsey & Company, Inc.
Stock-based compensation (restricted stock or RSUs) • Restricted stock or RSUs are granted to further promote shared values between Directors and shareholders and incentivize Directors to develop and maintain a sound and transparent management system. • Any Director to whom restricted stock is granted may not sell or transfer the granted shares during his/her tenure, and in principle, such restriction is to be released when such Director resigns. • In principle, RSUs held by Directors will vest when he/she resigns, and the Common Stock of the Corporation will then be delivered to the Directors upon vesting.
Stock-based compensation (restricted stock or RSUs) • Restricted stock or RSUs are granted to further promote shared values between Directors and shareholders and incentivize Directors to develop and maintain a sound and transparent management system. • Any Director to whom restricted stock is granted may not sell or transfer the granted shares during his/her tenure, and in principle, such restriction is to be released when such Director resigns. • In principle, RSUs held by Directors will be vested when he/she resigns, and the Common Stock will be delivered to the Directors upon vesting.
As an example of such initiatives, the outside Directors’ meetings have been held, generally on the same day as each Board Meeting, for the purpose of exchanging information and sharing information with respect to recognized issues among outside Directors.
As an example of - 84 - Table of Contents such initiatives, outside Directors’ meetings have been held, generally on the same day as each Board Meeting, for the purpose of exchanging information and sharing information with respect to recognized issues among outside Directors.
The details of such stock-based compensation, including vesting conditions, recipients and number of grants, are determined or supervised by the Compensation Committee based on research conducted by a third - 76 - Table of Contents party regarding stock-based compensation of both Japanese and non-Japanese companies.
The details of such stock-based compensation, including vesting conditions, recipients and number of grants, are determined or supervised by the Compensation Committee based on research conducted by a third party regarding stock-based compensation of both Japanese and non-Japanese companies.
The specific matters given consideration by the Compensation Committee included the Corporation’s policy regarding the determination of individual remuneration for Directors and Senior Executives, including Corporate - 90 - Table of Contents Executive Officers, for each fiscal year, and the amount and content of such remuneration.
The specific matters given consideration by the Compensation Committee included the Corporation’s policy regarding the determination of individual remuneration for Directors and Senior Executives, including Corporate Executive Officers, for each fiscal year, and the amount and content of such remuneration.
(currently M3, Inc.) (present) May 2001 Senior Vice President, Sony Communication Network Corporation April 2005 President and Representative Director, Sony Communication Network Corporation December 2013 Executive Vice President, Chief Strategy Officer and Deputy Chief Financial Officer, Corporate Executive Officer, the Corporation April 2014 Executive Vice President and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation June 2014 Director, the Corporation (present) April 2015 Executive Deputy President and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation April 2018 President and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation June 2020 Chairman, President and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation April 2023 Chairman and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation (present) - 66 - Table of Contents Hiroki Totoki Responsibility as a Director: — Date of Birth: July 17, 1964 Number of Years Served as a Director: 5 years Principal Business Activities Outside the Corporation: Outside Director, Recruit Co., Ltd.
(currently M3, Inc.) (present) May 2001 Senior Vice President, Sony Communication Network Corporation April 2005 President and Representative Director, Sony Communication Network Corporation December 2013 Executive Vice President, Chief Strategy Officer and Deputy Chief Financial Officer, Corporate Executive Officer, the Corporation April 2014 Executive Vice President and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation June 2014 Director, the Corporation (present) April 2015 Executive Deputy President and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation April 2018 President and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation June 2020 Chairman, President and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation April 2023 Chairman and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation April 2025 Chairman, Representative Corporate Executive Officer, the Corporation (present) - 63 - Table of Contents Hiroki Totoki Responsibility as a Director: — Date of Birth: July 17, 1964 Number of Years Served as a Director: 6 years Principal Business Activities Outside the Corporation: Outside Director, Recruit Holdings Co., Ltd.
(3) Policy Regarding Composition of the Nominating Committee Under the Companies Act, the Nominating Committee shall consist of at least three Directors, the majority of whom shall be outside Directors. In addition, under the Board Charter, the chair is to be selected from among the outside Directors.
(3) Policy Regarding Composition of the Nominating Committee Under the Companies Act, the Nominating Committee shall consist of at least three Directors, the majority of whom shall be outside Directors. Also, under the Board Charter, the chair is to be selected from among the outside Directors.
The following table and accompanying footnotes show the information on such matters that the Corporation has disclosed in its annual Securities Report for the fiscal year ended March 31, 2024 filed on June 25, 2024 with the Director General of the Kanto Local Finance Bureau of the Ministry of Finance in Japan.
The following table and accompanying footnotes show the information on such matters that the Corporation has disclosed in its annual Securities Report for the fiscal year ended March 31, 2025 filed on June 20, 2025 with the Director General of the Kanto Local Finance Bureau of the Ministry of Finance in Japan.
As of the date of this report, all Directors satisfy the qualifications for Directors as set forth - 80 - Table of Contents below, and all outside Directors satisfy the additional qualifications for outside Directors and are also qualified and designated as Independent Directors under the Securities Listing Regulations of the TSE.
As of the date of this report, all Directors satisfy the qualifications for Directors as set forth below, and all outside Directors satisfy the additional qualifications for outside Directors and are also qualified and designated as Independent Directors under the Securities Listing Regulations of the TSE.
The Corporate Executive Officer in charge of group risk control shall comprehensively promote and manage the establishment and maintenance of the systems as stated above. Details of Actions Taken by the Board and the Committees (1) Details of Actions Taken by the Board During the fiscal year ended March 31, 2024, the Board convened 7 times.
The Corporate Executive Officer in charge of group risk control shall comprehensively promote and manage the establishment and maintenance of the systems as stated above. Details of Actions Taken by the Board and the Committees (1) Details of Actions Taken by the Board During the fiscal year ended March 31, 2025, the Board convened 9 times.
Directors and Senior Management Set forth below are the current members of the Board of Directors and Corporate Executive Officers of Sony Group Corporation (the “Corporation”), their responsibility as a director or officer, date of birth, the number of years they have served as a director or officer, and other principal business activities outside the Corporation as of June 25, 2024.
Directors and Senior Management Set forth below are the current members of the Board of Directors and Corporate Executive Officers of Sony Group Corporation (the “Corporation”), their responsibility as a director or officer, date of birth, the number of years they have served as a director or officer, and other principal business activities outside the Corporation as of the date of this report.
Additionally, the Committee received the reports from the independent auditor regarding its audit plan, progress, and the results of Sony’s consolidated subsidiaries. (4) Details of Actions Taken by the Compensation Committee During the fiscal year ended March 31, 2024, the Compensation Committee convened 5 times. The attendance records of respective Directors are as follows.
The Committee received the reports from the independent auditor on its audit plan, progress, and the results of the audit of Sony’s consolidated subsidiaries. (4) Details of Actions Taken by the Compensation Committee During the fiscal year ended March 31, 2025, the Compensation Committee convened 5 times. The attendance records of respective Directors are as follows.
Operating and Financial Review and Prospects. ” As outlined above under “(3) Basic policy regarding Director and Senior Executive remuneration,” remuneration linked to business results for Senior Executives for the fiscal year ended March 31, 2024 was determined based on the level of achievement of the indicators which were selected based on the areas of responsibility of the relevant Senior Executive and the achievement of the Group Sustainability Evaluation.
As outlined above under “(3) Basic policy regarding Director and Senior Executive remuneration,” remuneration linked to business results for Senior Executives for the fiscal year ended March 31, 2025 was determined based on the level of achievement of the indicators which were selected based on the areas of responsibility of the relevant Senior Executive and the achievement of the Group Sustainability Evaluation.
(All of the allocated stock acquisition rights will be exercisable on and after three years from the allotment date.) • The Senior Executives to whom restricted stock is granted, in principle, may not sell or transfer the granted stock before the third anniversary date of the Ordinary General Meeting of Shareholders of the fiscal year when the subject restricted stock was granted. - 75 - Table of Contents Type of remuneration Description • In principle, all RSUs held by the Senior Executives will vest after three years have passed since the date of grant of the RSUs, and the Common Stock of the Corporation will then be delivered to the Senior Executives upon vesting. • As a general policy, remuneration for a Senior Executive who has greater management responsibility and influence over the Sony Group as a whole has a higher proportion of stock-based compensation, which is directly linked to the corporate value.
(All of the allocated stock acquisition rights will be exercisable on and after three years from the allotment date.) • The Senior Executives to whom restricted stock is granted, in principle, may not sell or transfer the granted stock before the third anniversary date of the Ordinary General Meeting of Shareholders of the fiscal year when the subject restricted stock was granted. • In principle, all RSUs held by the Senior Executives will be vested after three years have passed since the date of grant of the RSUs, and the Common Stock will be delivered to the Senior Executives. • As a general policy, remuneration for a Senior Executive who has greater management responsibility and influence over the Sony Group as a whole has a higher proportion of stock-based compensation, which is directly linked to the corporate value.
April 2024 Chairman, Member of the Board, Representative Director, Nomura Research Institute, Ltd. June 2024 Chairman, Member of the Board, Nomura Research Institute, Ltd.
April 2024 Chairman, Member of the Board, Representative Director, Nomura Research Institute, Ltd. June 2024 Director, the Corporation (present) Chairman, Member of the Board, Nomura Research Institute, Ltd.
(ii) In a case where an outside Director is reelected as an outside Director of the company and reassumes his/her office as such on the expiration of the term of his/her office as an outside Director of the company, the liability limitation agreement shall continue to be effective after the reelection and re-assumption without any action or formality.
(ii) In a case where an outside Director is re-elected as an outside Director of the company and re-assumes his/her office as such on the expiration of the term of his/her office as an outside Director of the company, the liability limitation agreement shall continue to be effective after the re-election and re-assumption without any action or formality.
Corporate Governance .” Board of Directors (1) Members: 10 Directors including 8 outside Directors (as of June 25, 2024) Name Position Kenichiro Yoshida Director Hiroki Totoki Director Yoshihiko Hatanaka Chair of the Board Outside Director Wendy Becker Vice Chair of the Board Outside Director Sakie Akiyama Outside Director Keiko Kishigami Outside Director Joseph A. Kraft Jr.
Corporate Governance .” Board of Directors (1) Members: 10 Directors including 8 outside Directors (as of the date of this report) Name Position Kenichiro Yoshida Director Hiroki Totoki Director Yoshihiko Hatanaka Chair of the Board Outside Director Wendy Becker Vice Chair of the Board Outside Director Sakie Akiyama Outside Director Keiko Kishigami Outside Director Joseph A. Kraft Jr.
Number of Employees by Segment and Region March 31 2022 2023 2024 By segment: G&NS 10,200 12,700 12,700 Music 10,800 11,100 11,300 Pictures 8,100 9,100 9,500 ET&S 40,200 38,400 38,700 I&SS 18,100 20,300 19,700 Financial Services 13,200 13,500 13,600 All Other 2,300 2,100 1,900 Unallocated — Corporate employees 6,000 5,800 5,600 By region: Japan 55,100 56,400 57,200 Outside of Japan 53,800 56,600 55,800 Total 108,900 113,000 113,000 In addition, the average number of employees for the fiscal years ended March 31, 2022, 2023 and 2024, calculated by averaging the total number of employees at the end of each quarter, was approximately 109,600, 112,300 and 113,900, respectively.
Number of Employees by Segment and Region March 31 2023 2024 2025 By segment: G&NS 12,700 12,700 12,100 Music 11,100 11,300 11,300 Pictures 9,100 9,500 11,500 ET&S 38,400 38,700 36,700 I&SS 20,300 19,700 19,200 Financial Services 13,500 13,600 14,300 All Other 2,100 2,000 1,700 Unallocated — Corporate employees 5,800 5,500 5,500 By region: Japan 56,400 57,200 57,500 Outside of Japan 56,600 55,800 54,800 Total 113,000 113,000 112,300 In addition, the average number of employees for the fiscal years ended March 31, 2023, 2024 and 2025, calculated by averaging the total number of employees at the end of each quarter, was approximately 112,300,113,900 and 113,300 respectively.
Thereafter, the third-party evaluation was conducted by the Outside Counsel in accordance with the following steps: • Reviewed relevant material, such as the minutes of Board meetings, and attended a Board meeting; • Confirmed with the Board secretariat office and each Committee’s secretariat office how meetings of the Board and Committees were conducted; • Gathered responses to a questionnaire from each Director about the current status and practices of the Board and each Committee, such as the composition of the Board, operation of the Board, commitments of each Director, activities of each Committee and procedures of the previous Evaluation; • Interviewed the Chairs of the Board and each Committee, newly appointed Directors, and some of the Corporate Executive Officers; and • Researched other companies’ practices in Japan and the United States, and compared them with the company’s practices.
Thereafter, the third-party evaluation was conducted by the Outside Counsel in accordance with the following steps: • Reviewed relevant material, such as the minutes of Board meetings, and attended a Board meeting; • Confirmed with the Board secretariat office and each Committee’s secretariat office how meetings of the Board and Committees were conducted; • Gathered responses to a questionnaire from each Director (including the Peer Review*) about the current status and practices of the Board and each Committee, such as the composition of the Board, operation of the Board, commitments of each Director, activities of each Committee and procedures of the previous Evaluation; • Interviewed the Chair of the Board, the Vice Chair of the Board and the Chair of each Committee, newly appointed Directors (including the Peer Review*), and some of the Corporate Executive Officers; and • Researched other global companies’ practices in Japan and the U.S., and compared them with the company’s practices. * Peer Review: A mutual evaluation among Directors.
In China, most employees are members of labor unions. Sony has generally maintained good relationships with these labor unions. In Europe, Sony also maintains good labor relations with the European Works Council and the local Unions and Works Councils. In the Music segment, Sony has a labor union and generally considers its labor relations to be good.
Sony has generally maintained good relationships with these labor unions. In Europe, Sony also maintains good labor relations with the European Works Council and the local Unions and Works Councils. In the Music segment, Sony has a labor union and generally considers its labor relations to be good.
Sony generally considers its labor relations to be good. In Japan, Sony Group Corporation and several subsidiaries have labor unions. - 91 - Table of Contents In the G&NS, ET&S and I&SS segments, Sony owns many manufacturing sites, particularly in Asia, where a few sites have labor unions that have union contracts.
Sony generally considers its labor relations to be good. In Japan, Sony Group Corporation and several subsidiaries have labor unions. In the G&NS, ET&S and I&SS segments, Sony owns many manufacturing sites, particularly in Asia, where a few sites have labor unions that have union contracts. In China, most employees are members of labor unions.
At Board meetings held on May 13, 2009 and April 30, 2015, the Board amended and updated the internal control and governance framework, and at a Board meeting held on May 14, 2024, the Board reaffirmed that such framework was in effect and determined to continue to evaluate and improve such framework going forward, as appropriate.
At Board meetings held on May 13, 2009 and April 30, 2015, the Board amended and updated the internal control and governance framework, and as of May 15, 2025, the Board reaffirmed that such framework was in effect and determined to continue to evaluate and improve such framework going forward, as appropriate.
For the basic policy regarding Director and Corporate Executive Officer compensation, refer to “Compensation” in Item 6.B. (3) Policy Regarding Composition of the Compensation Committee Under the Companies Act, the Compensation Committee shall consist of at least three Directors, the majority of whom shall be outside Directors.
For the basic policy regarding remuneration for Directors and Corporate Executive Officers, refer to “Compensation” in Item 6.B. - 83 - Table of Contents (3) Policy Regarding Composition of the Compensation Committee Under the Companies Act, the Compensation Committee shall consist of at least three Directors, the majority of whom shall be outside Directors.
For an outline of the directors and officers liability insurance policy, refer to “ Outline of the Terms of Directors and Officers Liability Insurance Policy ”. - 81 - Table of Contents (6) Policy and Procedure for Selection and Dismissal of Senior Executives Sony Group Corporation appoints Corporate Executive Officers including the CEO and other officers that assume important roles for the management of Sony as “Senior Executives.” The Board has the authority to appoint and dismiss and assign the roles and responsibilities of, or to request a report regarding such matters for Senior Executives, including the CEO, and exercises such authority as necessary.
(6) Policy and Procedure for Selection and Dismissal of Senior Executives Sony Group Corporation appoints Corporate Executive Officers including the CEO and other officers that assume important roles for the management of Sony as “Senior Executives.” The Board has the authority to appoint and dismiss and assign the roles and responsibilities of, or to request a report regarding such matters for Senior Executives, including the CEO, and exercises such authority as necessary.
The following table shows the portion of those stock acquisition rights which were granted by Sony Group Corporation to Directors and Corporate Executive Officers as of June 7, 2024 and which were outstanding as of the same date.
The following table shows the portion of those stock acquisition rights which were granted by Sony Group Corporation to Directors and Corporate Executive Officers as of March 31, 2025 and which were outstanding as of the same date.
At a workshop held over two days in December 2023, through direct dialogue with the management team of Sony Group Corporation including the CEOs of each business segment, the Directors exchanged opinions about the content to be incorporated into the fifth mid-range plan, including the business environment and challenges surrounding each business, as well as strategies to address them.
At a workshop held over two days in December 2024, through direct dialogue with the management team of Sony Group Corporation including the CEOs of each business segment, the Directors exchanged opinions about the business environment and challenges surrounding each business, as well as strategies to address them.
There is no arrangement or understanding with major shareholders, customers, suppliers, or others pursuant to which any person named above was selected as a Director or a Corporate Executive Officer. - 71 - Table of Contents B.
There is no family relationship between any of the persons named above. There is no arrangement or understanding with major shareholders, customers, suppliers, or others pursuant to which any person named above was selected as a Director or a Corporate Executive Officer. B.
Kraft Jr. 6 Times 6 Times (100%) *1 The numbers of the Meeting Records and the Attendance Records are those applicable to the fiscal year ended March 31, 2024.
Kraft Jr. 7 Times 7 Times (100%) *1 The numbers of the Meeting Records and the Attendance Records are those applicable to the fiscal year ended March 31, 2025. Note: Ms.
The amount of each component and its percentage of total remuneration shall be at an appropriate level determined in accordance with the above basic policy and the individual’s level of responsibility and based on research conducted by a third party regarding remuneration of management of both Japanese and non-Japanese companies, with an emphasis on linking Senior Executive remuneration to business results and shareholder value. - 74 - Table of Contents Type of remuneration Description Fixed remuneration • The amount of fixed remuneration shall be at an appropriate level determined based on research conducted by a third party regarding remuneration of management of both Japanese and non-Japanese companies, according to his/her responsibility, and in order to maintain competitiveness in recruiting talent.
The amount of each component and its percentage of total remuneration shall be at an appropriate level determined in accordance with the above basic policy and the individual’s level of responsibility and based on research conducted by a third party regarding remuneration of management of both Japanese and non-Japanese companies, with an emphasis on linking Senior Executive remuneration to business results and shareholder value.
Remuneration linked to business results • Structured appropriately and based on appropriate indicators to ensure that such remuneration effectively incentivizes Senior Executives to achieve the mid- to long-term, as well as the corresponding fiscal year’s, corporate targets. • Specifically, the amount to be paid to Senior Executives shall be determined based on the level of achievements of the targets of indicators of (1) and (2) below, and can fluctuate, in principle, within the range from 0% to 200% of the standard payment amount (“Business Results Linked Standard Payment Amount”) based on the achievement of the below-mentioned targets.
Remuneration linked to business results • Structured appropriately and based on appropriate indicators to ensure that such remuneration effectively incentivizes Senior Executives to achieve financial targets for the mid- to long-term and financial targets for the corresponding fiscal year. • Specifically, the amount to be paid to Senior Executives shall be determined based on the level of achievements of the two metrics below, and can fluctuate, in principle, from 0% to 200% of the standard payment amount (“Business Results Linked Standard Payment Amount”) depending on the level of achievement.
In addition, the above weighted-average fair value per share was calculated to recognize compensation expense for the fiscal year ended March 31, 2024 for accounting purposes and should not be regarded as any indication or prediction of the Sony Group with respect to its future stock performance. *5 This indicates the total number of shares of restricted stock granted in the fiscal year ended March 31, 2024 for Corporate Executive Officers.
In addition, the above weighted-average fair value per share was calculated to recognize compensation expense for the fiscal year ended March 31, 2025 for accounting purposes and should not be regarded as any indication or prediction of the Sony Group with respect to its future stock performance. *5 Indicates the number of shares of Common Stock to be delivered, if all RSUs granted in the fiscal year ended March 31, 2025 are vested.
(5) Corporate Executive Officer remuneration linked to business results for the fiscal year ended March 31, 2024 The Business Results Linked Standard Payment Amount for each Corporate Executive Officer for the fiscal year ended March 31, 2024 was determined to be in the range between 60% and 100% of the amount of the fixed remuneration of such Corporate Executive Officer according to his/her responsibility. - 77 - Table of Contents The formula to calculate the amount of the remuneration linked to business results to be paid to Corporate Executive Officers is as follows. * Business Results Linked Standard Payment Amount: Determined to be in the range between 60% and 100% of the amount of the fixed remuneration of each Corporate Executive Officer. ** Payment rate of the remuneration linked to business results: Determined in principle, within the range from 0% to 200% based on the achievement of (i) Financial Performance KPIs based on the areas for which each Corporate Executive Officer is responsible and (ii) the achievement of the Group Sustainability Evaluation.
The formula to calculate the amount of the remuneration linked to business results to be paid to Corporate Executive Officers is as follows. * Business Results Linked Standard Payment Amount: Determined to be in the range between 60% and 100% of the amount of the fixed remuneration of each Corporate Executive Officer. ** Payment rate of the remuneration linked to business results: Determined in principle, within the range from 0% to 200% based on (i) the achievement of Financial Performance KPIs based on the areas for which each Corporate Executive Officer is responsible and (ii) the achievement of the Group Sustainability Evaluation.
Refer to Note 21 of the consolidated financial statements for details. The weighted-average fair value per share does not indicate the actual value that would be realized by a Corporate Executive Officer upon the exercise of the above-mentioned stock acquisition rights.
The weighted-average fair value per share does not indicate the actual value that would be realized by a Corporate Executive Officer upon the exercise of the above-mentioned stock acquisition rights.
The priority audit items for the fiscal year ended March 31, 2024 were disclosure of non-financial information, risk management, the impact of the adoption of new accounting standard, and subsidiary management.
The priority audit items for the fiscal year ended March 31, 2025 were disclosure of non-financial information, risk management, and subsidiary management.
As a part of such review, the Nominating Committee considers the development or promotion of the next generation of management and evaluates whether the succession plans have been prepared in a reasonable manner in light of Sony’s purpose to create sustainable social value and to enhance corporate value over the mid- to long-term.
As a part of such review, the Nominating Committee considers the development or promotion of the next generation of management and evaluates whether the succession plans have been prepared in a reasonable manner in light of Sony’s purpose to create sustainable social value and to enhance corporate value over the mid- to long-term. - 81 - Table of Contents Audit Committee (1) Members: 3 outside Directors (as of the date of this report) Name Position Joseph A.
(2) Purpose/Authority The primary roles of the Board are to: (a) determine Sony’s fundamental management policies; (b) oversee the management of Sony’s business operations as an entity independent from Sony’s management; (c) appoint and dismiss the statutory committee members; (d) appoint and dismiss Corporate Executive Officers and oversee the status of appointment/dismissal of Senior Executives other than Corporate Executive Officers; and (e) appoint and dismiss Representative Corporate Executive Officers.
Outside Director Neil Hunt Outside Director William Morrow Outside Director Shingo Konomoto Outside Director Yoriko Goto Outside Director Nora Denzel Outside Director Masayuki Hyodo Outside Director (2) Purpose/Authority The primary roles of the Board are to: (a) determine Sony’s fundamental management policies; (b) oversee the management of Sony’s business operations as an entity independent from Sony’s management; (c) appoint - 78 - Table of Contents and dismiss the statutory committee members; (d) appoint and dismiss Corporate Executive Officers and oversee the status of appointment/dismissal of Senior Executives other than Corporate Executive Officers; and (e) appoint and dismiss Representative Corporate Executive Officers.
The issue price per share of restricted stock was 13,160 yen. *6 As noted above, the Corporation does not pay any remuneration for services as a Director to Directors who concurrently serve as Corporate Executive Officers. *7 Apart from the remuneration contained in the table, the Corporation also provided certain personal benefits and perquisites, including fringe benefits and in some instances amounts to pay income taxes related to perquisites, totaling 5 million yen to Kenichiro Yoshida, 1 million yen to Hiroki Totoki, 19 million yen to Toshimoto Mitomo, 1 million yen to Shiro Kambe, and 1 million yen to Kazushi Ambe during the fiscal year ended March 31, 2024. - 73 - Table of Contents *8 Remuneration paid to Hiroaki Kitano includes 7 million yen in fixed remuneration and 5 million yen in remuneration linked to business results from Sony Computer Science Laboratories, Inc. and 5 million yen in fixed remuneration and 4 million yen in remuneration linked to business results from Sony Research Inc.
The above numbers of shares and the weighted-average fair value per share of the RSUs as of July 25, 2024, the date of grant during the fiscal year ended March 31, 2025, are calculated based on the assumption that the stock split effective October 1, 2024 was conducted at the beginning of the fiscal year ended March 31, 2025. *6 The Corporation does not pay any remuneration for services as a Director to Directors who concurrently serve as Corporate Executive Officers. *7 Apart from the remuneration contained in the table, the Corporation also provided certain personal benefits and perquisites, including fringe benefits and in some instances amounts to pay income taxes related to perquisites, totaling 1 million yen to Kenichiro Yoshida, 1 million yen to Hiroki Totoki, 19 million yen to Toshimoto Mitomo, 1 million yen to Shiro Kambe, and 1 million yen to Kazushi Ambe during the fiscal year ended March 31, 2025. *8 Remuneration paid to Hiroaki Kitano includes 6 million yen in fixed remuneration and 5 million yen in remuneration linked to business results from Sony Computer Science Laboratories, Inc. and 6 million yen in fixed remuneration and 5 million yen in remuneration linked to business results from Sony Research Inc.
(present) Neil Hunt Responsibility as a Director: Director in charge of Information Security Date of Birth: January 12, 1962 Number of Years Served as a Director: 1 year Brief Personal History and Principal Business Activities Outside the Corporation: June 1989 Founder, CTO, Iconicon October 1991 Director of Engineering, Pure Atria, Inc. December 1999 Chief Product Officer, Netflix, Inc.
(present) November 2024 Vice President, Tokyo International University (present) Neil Hunt Responsibility as a Director: Director in charge of Information Security Date of Birth: January 12, 1962 Number of Years Served as a Director: 2 years Brief Personal History and Principal Business Activities Outside the Corporation: June 1989 Founder, CTO, Iconicon October 1991 Director of Engineering, Pure Atria, Inc.
With respect to the selection of candidates for outside Directors, as a priority item for the current fiscal year, the Nominating Committee confirmed the policy that candidates for outside Directors should be selected from persons who have experience as CEOs of other companies, and the Nominating Committee held discussions based on such policy.
With respect to the selection of candidates for outside Directors, as a priority item for the current fiscal year, the Nominating Committee confirmed the policy that candidates for outside Directors should be selected from persons who have experience as CEOs or as business unit leaders or equivalent positions at global companies, and persons who have considerable expertise and professional experience in finance and accounting, and the Nominating Committee held discussions based on such policy.
As of the date of this report, the Audit Committee is comprised of three outside Directors, one of whom (Keiko Kishigami) is an “audit committee financial expert” within the meaning of Item 16A of Form 20-F under the Exchange Act, as amended.
As of the date of this report, Keiko Kishigami is an “audit committee financial expert” within the meaning of Item 16A of Form 20-F under the Exchange Act, as - 82 - Table of Contents amended.
The Audit Committee also discussed with the independent auditors relevant disclosure and assurance standard trends. ii) Risk management In addition to confirming during the above-mentioned interviews with Senior Executives and other officers regarding Sony’s overall risk management, including Sony’s internal structure and challenges related to information security, the Audit Committee received the reports from the internal control department and discussed ways to enhance continuous responsiveness. iii) Impact of the adoption of new accounting standard The Audit Committee received the reports regarding the impact of the application of IFRS 17 “Insurance Contracts” on the financial statements from the internal control department and the independent auditor and reviewed the content of the financial statements. iv) Subsidiary management The Audit Committee received the reports regarding the audit activities of certain subsidiaries from the heads of the internal audit department of each business segment and engaged in discussions.
The Audit Committee also discussed with the independent auditors relevant disclosure and assurance standard trends. - 89 - Table of Contents ii) Risk management In addition to confirming during the above-mentioned interviews with Senior Executives and other officers regarding Sony’s overall risk management, including Sony’s internal structure and challenges related to information security and anti-fraud, the Audit Committee received the reports from the internal control department and discussed ways to enhance continuous responsiveness. iii) Subsidiary management The Audit Committee received the reports regarding the audit activities of certain subsidiaries from the heads of the internal audit departments of each business segment and held discussions on them.
For the fiscal year ending March 31, 2025 and beyond, the Committee conducted a comprehensive review of and discussion on its policy regarding future use of stock-based compensation with consideration of other companies’ trends in Japan and other countries. D. Employees As of March 31, 2024, Sony had approximately 113,000 employees, essentially unchanged from March 31, 2023.
For the fiscal year ending March 31, 2026 and beyond, the Committee conducted a comprehensive review of and discussion on its policy regarding future use of stock-based compensation with consideration of other companies’ trends in Japan and other countries. D.
Through audit activities conducted in cooperation with the internal audit division and the divisions of the Sony Group responsible for internal control, the following audit activities were conducted. i) Disclosure of non-financial information The Audit Committee received the reports regarding the latest updates in Japan and other countries regarding the disclosure and assurance of non-financial information, such as climate change, from the internal control department and reviewed the status of Sony’s response to these regulations.
Through audit activities conducted in cooperation with the internal audit division and the divisions of the Sony Group responsible for internal control, the following audit activities were conducted. i) Disclosure of non-financial information The Audit Committee received reports regarding the latest updates in Japan and other countries regarding the disclosure and assurance of non-financial information, such as climate change, from the internal control department, and confirmed that the steps regarding sustainability issues were steadily taken amid changing environments.
Senior Executives (Corporate Executive Officer, Senior Executive Vice President and Executive Vice President) (1) Total number of Senior Executives: 14 (including 6 Corporate Executive Officers) (as of June 25, 2024) (2) Purpose/Authority The primary roles of Senior Executives are to determine and execute Sony’s business activities in accordance with their roles and responsibilities.
Senior Executives (Corporate Executive Officer and Business CEO) (1) Total number of Senior Executives: 15 (including 6 Corporate Executive Officers) (as of the date of this report) (2) Purpose/Authority The primary roles of Senior Executives are to determine and execute Sony’s business activities in accordance with their roles and responsibilities determined by the Board.
As a result, a new outside Director candidate was appointed based on this policy.
As a result, three new outside Director candidates were appointed based on this policy.
(5) Matters related to Outside Directors Sony Group Corporation expects that each outside Director plays an important role in ensuring proper business decisions by Sony and effective input and oversight by the Board through actively exchanging opinions and having discussions about Sony’s business based on his or her various and broad experience, knowledge and expertise.
Even with the consent of all of the Directors, in no event may any outside Director be re-elected more than eight times (nine years, in total). - 79 - Table of Contents (5) Matters related to Outside Directors Sony Group Corporation expects that each outside Director plays an important role in ensuring proper business decisions by Sony and effective input and oversight by the Board through actively exchanging opinions and having discussions about Sony’s business based on his or her various and broad experience, knowledge and expertise.
In the event that the members consult with external specialists, participate in various seminars and so on to perform their duties, the costs and expenses in connection with such activities are borne by the company in accordance with applicable internal rules. - 85 - Table of Contents (4) Audit Committee Aide With the approval of the Board and with the Audit Committee’s consent, the company has established the Audit Committee Aide to support the activities of the Audit Committee.
In the event that the members consult with external specialists, participate in various seminars and so on to perform their duties, the costs and expenses in connection with such activities are borne by the company in accordance with applicable internal rules.
(4) Procedures to determine remuneration of Directors and Senior Executives Based on the policy outlined above, the amount and content of the compensation for each Director and Senior Executive, including Corporate Executive Officers, are determined by the Compensation Committee or otherwise under the supervision of the Compensation Committee.
For further details and full text of the Clawback Policy, please refer to Exhibit 97.1 attached to this report. - 75 - Table of Contents (4) Procedures to determine remuneration of Directors and Senior Executives Based on the policy outlined above, the amount and content of the compensation for each Director and Senior Executive, including Corporate Executive Officers, are determined by the Compensation Committee or otherwise under the supervision of the Compensation Committee.
During the fiscal year ended March 31, 2024, the Board of Directors discussed a variety of matters, such as a review of Sony Group’s business performance on a quarterly basis, Sony’s business portfolio, progress under and review of the results of the fourth mid-range plan, formulation of the fifth mid-range plan, formation of a business plan for the fiscal year ending March 31, 2025, strategically important M&A, effectiveness of internal control (including the ethics and compliance program) and risk management (including cybersecurity risks and geopolitical risks), as well as Sony’s initiatives and strategies related to new technologies and social changes (including sustainability and utilization of generative AI).
During the fiscal year ended March 31, 2025, the Board discussed a variety of matters, such as a review of Sony’s business performance on a quarterly basis, Sony’s business portfolio including the Partial Spin-off of the Financial Services business, progress and reviews of the results of the fifth mid-range plan, formation of a business plan for the fiscal year ending March 31, 2026, strategically important M&A, the transition to a new management structure, initiatives to maximize IP value across entertainment categories, effectiveness of internal controls (including the ethics and compliance program) and risk management (including cybersecurity risks and geopolitical risks), as well as Sony’s initiatives and strategies related to social changes (including sustainability).
September 2010 Board member, Member of Compensation Committee, Logitech, Inc. June 2017 Board member, Member of Compensation Committee, Roku, Inc.
December 1999 Chief Product Officer, Netflix, Inc. September 2010 Board member, Member of Compensation Committee, Logitech, Inc. June 2017 Board member, Member of Compensation Committee, Roku, Inc.
The Chair and the Vice Chair of the Board are outside Directors; all members of the Nominating Committee, the Compensation Committee and the Audit Committee are outside Directors. Pursuant to the Articles of Incorporation, Sony Group Corporation has entered into a liability limitation agreement with all outside Directors.
Pursuant to the Articles of Incorporation, Sony Group Corporation has entered into a liability limitation agreement with all outside Directors.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

4 edited+0 added−1 removed6 unchanged
Biggest changeAs of March 31, 2024, the number of registered ADR holders was 4,497 and the number of registered holders of Common Stock in the U.S. was 371.
Biggest changeOut of the total outstanding shares, 525,653,415 shares were in the form of ADRs and 1,170,784,178 shares were held of record in the form of Common Stock by residents in the U.S. As of March 31, 2025, the number of registered ADR holders was 4,399 and the number of registered holders of Common Stock in the U.S. was 420.
Related Party Transactions In the ordinary course of business, Sony purchases materials, supplies, and services from numerous suppliers throughout the world, including firms with which certain members of the Board of Directors are affiliated. Refer to Note 32 of the consolidated financial statements for account balances and transactions with associates and joint ventures accounted for under the equity method. C.
Related Party Transactions In the ordinary course of business, Sony purchases materials, supplies, and services from numerous suppliers throughout the world, including firms with which certain members of the Board of Directors are affiliated. Refer to Note 31 of the consolidated financial statements for account balances and transactions with associates and joint ventures accounted for under the equity method. C.
Date of Report* Reported entities Reported number of direct or indirect owned and deemed owned shares** Reported percentage of direct or indirect owned and deemed owned shares** October 6, 2020 Nomura Asset Management Co., Ltd. and 3 Joint Holders 63,156,882 5.01 June 6, 2022 Sumitomo Mitsui Trust Asset Management Co., Ltd. and 1 Joint Holder 82,189,224 6.52 May 18, 2023 BlackRock Japan Co., Ltd. and 9 Joint Holders 93,769,348 7.43 * The table above contains information from the most recent updated Reports. ** Shares issuable or transferable upon exchange of exchangeable securities, conversion of convertible securities or exercise of warrants or stock acquisition rights (including those incorporated in bonds with stock acquisition rights) are taken into account in determining both the size of the reported entity’s holding and Sony’s total issued share capital.
Date of Report* Reported entities Reported number of direct or indirect owned and deemed owned shares** Reported percentage of direct or indirect owned and deemed owned shares** October 6, 2020 Nomura Asset Management Co., Ltd. and 3 Joint Holders 63,156,882 5.01 September 5, 2024 Sumitomo Mitsui Trust Asset Management Co., Ltd. and 1 Joint Holder 74,698,324 5.98 December 5, 2024 BlackRock Japan Co., Ltd. and 11 Joint Holders 532,553,589 8.53 * The table above contains information from the most recent updated Reports. ** Shares issuable or transferable upon exchange of exchangeable securities, conversion of convertible securities or exercise of warrants or stock acquisition rights (including those incorporated in bonds with stock acquisition rights) are taken into account in determining both the size of the reported entity’s holding and Sony’s total issued share capital.
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders As of March 31, 2024, there were 1,261,231,889 shares of Common Stock outstanding, including 39,783,303 shares of treasury stock.
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders As of March 31, 2025, there were 6,149,810,645 shares of Common Stock outstanding, including 124,808,350 shares of treasury stock.
Removed
Out of the total outstanding shares, 108,397,166 shares were in the form of American Depositary Receipts (“ADRs”) and 223,264,868 shares were held of record in the form of Common Stock by residents in the U.S.

Other SONY 10-K year-over-year comparisons