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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 20-FREGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THE SECURITIES EXCHANGE ACT OF 1934orANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31,2024orTRAN

2、SITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from/toorSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report:Commission file number 1-6439Sony Group Ka

3、bushiki Kaisha(Exact Name of Registrant as specified in its charter)SONY GROUP CORPORATION(Translation of Registrants name into English)Japan(Jurisdiction of incorporation or organization)7-1,KONAN 1-CHOME,MINATO-KU,TOKYO 108-0075 JAPAN(Address of principal executive offices)J.Justin Hill,Senior Vic

4、e President,Finance&Investor RelationsSony Corporation of America25 Madison Avenue,26thFloorNew York,New York 10010-8601Telephone:212-833-6722E-mail:(Name,Telephone,E-mail and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b)of the Act:Title of Eac

5、h ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredAmerican Depositary Shares*SONYNew York Stock ExchangeCommon Stock*American Depositary Shares evidenced by American Depositary Receipts.Each American Depositary Share represents one share of CommonStock.*No par value per share.Not for

6、trading,but only in connection with the listing of American Depositary Shares pursuant to the requirements ofthe New York Stock Exchange.Securities registered or to be registered pursuant to Section 12(g)of the Act:NoneSecurities for which there is a reporting obligation pursuant to Section 15(d)of

7、the Act:NoneIndicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by theAnnual Report:Outstanding as ofMarch 31,2024March 31,2024Title of Class(Tokyo Time)(New York Time)Common Stock1,221,448,886American Depositary S

8、hares108,397,166Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No If this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or15(d)of the

9、Securities Exchange Act of 1934.Yes No Indicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such repor

10、ts),and(2)has been subject tosuch filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months(or for such shorter p

11、eriod that the registrant was required to submit suchfiles).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,or a non-accelerated filer,or an emerging growthcompany.See definition of“large accelerated filer,”“accelerated filer”and“emerging growth

12、 company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registranthas elected not to use the extend

13、ed transition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a)of the Exchange Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codi

14、fication after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public ac

15、counting firmthat prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.Indicate

16、 by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis of accounting

17、the registrant has used to prepare the financial statements included in this filing:US GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other If“Other”has been checked in response to the previous question,indicate by check mark which financia

18、l statement item the registrant haselected to follow.Item 17 Item 18 If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No Cautionary StatementStatements made in this document with respect to Sonys current pl

19、ans,estimates,strategies and beliefs andother statements that are not historical facts are forward-looking statements about the future performance ofSony.Forward-looking statements include,but are not limited to,those statements using words such as“believe,”“expect,”“plans,”“strategy,”“prospects,”“f

20、orecast,”“estimate,”“project,”“anticipate,”“aim,”“intend,”“seek,”“may,”“might,”“could”or“should,”and words of similar meaning in connection with adiscussion of future operations,financial performance,events or conditions.From time to time,oral or writtenforward-looking statements may also be include

21、d in other materials released to the public.These statements arebased on managements assumptions,judgments and beliefs in light of the information currently available to it.Sony cautions investors that a number of important risks and uncertainties could cause actual results to differmaterially from

22、those discussed in the forward-looking statements,and therefore investors should not placeundue reliance on them.Investors also should not rely on any obligation of Sony to update or revise any forward-looking statements,whether as a result of new information,future events or otherwise.Sony disclaim

23、s any suchobligation.Risks and uncertainties that might affect Sony include,but are not limited to:(i)Sonys ability to maintain product quality and customer satisfaction with its products and services;(ii)Sonys ability to continue to design and develop and win acceptance of,as well as achieve suffic

24、ientcost reductions for,its products and services,including image sensors,game and network platforms,smartphones and televisions,which are offered in highly competitive markets characterized by severeprice competition and continual new product and service introductions,rapid development intechnology

25、 and subjective and changing customer preferences;(iii)Sonys ability to implement successful hardware,software,and content integration strategies,and todevelop and implement successful sales and distribution strategies in light of new technologies anddistribution platforms;(iv)the effectiveness of S

26、onys strategies and their execution,including but not limited to the success ofSonys acquisitions,joint ventures,investments,capital expenditures,restructurings and other strategicinitiatives;(v)changes in laws,regulations and government policies in the markets in which Sony and its third-partysuppl

27、iers,service providers and business partners operate,including those related to taxation,as wellas growing consumer focus on corporate social responsibility;(vi)Sonys continued ability to identify the products,services and market trends with significant growthpotential,to devote sufficient resources

28、 to research and development,to prioritize investments andcapital expenditures correctly and to recoup its investments and capital expenditures,including thoserequired for technology development and product capacity;(vii)Sonys reliance on external business partners,including for the procurement of p

29、arts,components,software and network services for its products or services,the manufacturing,marketing anddistribution of its products,and its other business operations;(viii)the global economic and political environment in which Sony operates and the economic and politicalconditions in Sonys market

30、s,particularly levels of consumer spending;(ix)Sonys ability to meet operational and liquidity needs as a result of significant volatility and disruptionin the global financial markets or a ratings downgrade;(x)Sonys ability to forecast demands,manage timely procurement and control inventories;(xi)f

31、oreign exchange rates,particularly between the yen and the U.S.dollar,the euro and other currenciesin which Sony makes significant sales and incurs production costs,or in which Sonys assets,liabilities and operating results are denominated;(xii)Sonys ability to recruit,retain and maintain productive

32、 relations with highly skilled personnel;(xiii)Sonys ability to prevent unauthorized use or theft of intellectual property rights,to obtain or renewlicenses relating to intellectual property rights and to defend itself against claims that its products orservices infringe the intellectual property ri

33、ghts owned by others;(xiv)the impact of changes in interest rates and unfavorable conditions or developments(including marketfluctuations or volatility)in the Japanese equity markets on the revenue and operating income of theFinancial Services segment;-2-(xv)shifts in customer demand for financial s

34、ervices such as life insurance and Sonys ability to conductsuccessful asset liability management in the Financial Services segment;(xvi)risks related to catastrophic disasters,geopolitical conflicts,pandemic disease or similar events;(xvii)the ability of Sony,its third-party service providers or bus

35、iness partners to anticipate and managecybersecurity risk,including the risk of unauthorized access to Sonys business information and thepersonally identifiable information of its employees and customers,potential business disruptions orfinancial losses;and(xviii)the outcome of pending and/or future

36、 legal and/or regulatory proceedings.Risks and uncertainties also include the impact of any future events with material adverse impact.Thecontinued impact of developments relating to the situations in Ukraine and Russia and in the Middle East couldheighten many of the risks and uncertainties noted a

37、bove.Important information regarding risks and uncertainties is also set forth elsewhere in this annual report,including in“Risk Factors”under“Item 3.Key Information,”“Item 4.Information on the Company,”“Item 5.Operating and Financial Review and Prospects,”“Legal Proceedings”included in“Item 8.Finan

38、cialInformation,”Sonys consolidated financial statements referenced in“Item 8.Financial Information”and“Item 11.Quantitative and Qualitative Disclosures about Market Risk.”In this document,Sony Group Corporation and its consolidated subsidiaries are together referred to as“Sony”or“Sony Group.”In add

39、ition,“Sales and financial services revenue”are referred to as“sales”in thenarrative description except in the consolidated financial statements.-3-TABLE OF CONTENTSItem 1.Identity of Directors,Senior Management and Advisers.6Item 2.Offer Statistics and Expected Timetable.6Item 3.Key Information.6A.

40、Reserved.6B.Capitalization and Indebtedness.6C.Reasons for the Offer and Use of Proceeds.6D.Risk Factors.6Item 4.Information on the Company.18A.History and Development of the Company.18B.Business Overview.20C.Organizational Structure.36D.Property,Plant and Equipment.36Item 4A.Unresolved Staff Commen

41、ts.38Item 5.Operating and Financial Review and Prospects.39A.Operating Results.39B.Liquidity and Capital Resources.56C.Research and Development.57D.Trend Information.58E.Critical Accounting Estimates.63Item 6.Directors,Senior Management and Employees.66A.Directors and Senior Management.66B.Compensat

42、ion.72C.Board Practices.79D.Employees.91E.Share Ownership.92F.Disclosure of a Registrants Action to Recover Erroneously Awarded Compensation.92Item 7.Major Shareholders and Related Party Transactions.93A.Major Shareholders.93B.Related Party Transactions.93C.Interests of Experts and Counsel.93Item 8.

43、Financial Information.94A.Consolidated Statements and Other Financial Information.94Legal Proceedings.94Dividend Policy.94B.Significant Changes.94Item 9.The Offer and Listing.94A.Offer and Listing Details.94B.Plan of Distribution.94C.Markets.94D.Selling Shareholders.94E.Dilution.94F.Expenses of the

44、Issue.94Item 10.Additional Information.95A.Share Capital.95B.Memorandum and Articles of Association.95C.Material Contracts.104D.Exchange Controls.104E.Taxation.108F.Dividends and Paying Agents.110G.Statement by Experts.110H.Documents on Display.111I.Subsidiary Information.111J.Annual Report to Secur

45、ity Holders.111Item 11.Quantitative and Qualitative Disclosures about Market Risk.111Item 12.Description of Securities Other Than Equity Securities.111A.Debt Securities.111B.Warrants and Rights.111-4-C.Other Securities.111D.American Depositary Shares.111Item 13.Defaults,Dividend Arrearages and Delin

46、quencies.113Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds.113Item 15.Controls and Procedures.113Item 16.Reserved.114Item 16A.Audit Committee Financial Expert.114Item 16B.Code of Ethics.114Item 16C.Principal Accountant Fees and Services.114Audit and Non-Audit Fe

47、es.114Audit Committees Pre-Approval Policies and Procedures.115Item 16D.Exemptions from the Listing Standards for Audit Committees.115Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers.115Item 16F.Change in Registrants Certifying Accountant.116Item 16G.Corporate Governan

48、ce.117Item 16H.Mine Safety Disclosure.122Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.122Item 16J.Insider Trading Policies.122Item 16K.Cybersecurity.122Item 17.Financial Statements.123Item 18.Financial Statements.123Item 19.Exhibits.124Signatures.125-5-Item 1.Identity

49、 of Directors,Senior Management and AdvisersNot ApplicableItem 2.Offer Statistics and Expected TimetableNot ApplicableItem 3.Key InformationA.ReservedB.Capitalization and IndebtednessNot ApplicableC.Reasons for the Offer and Use of ProceedsNot ApplicableD.Risk FactorsThis section contains forward-lo

50、oking statements that are subject to the Cautionary Statement appearing onpage 2 of this annual report.Risks to Sony are also discussed elsewhere in this annual report.Sony must overcome increasingly intense competition,which could lead to lower revenue or operatingmargins.Sony has several business

51、segments in different industries with many product and service categories,whichcause it to compete with many existing and new competitors ranging from large multinational companies tohighly specialized entities that focus on only one or a few businesses and also,potentially,with outsourcedmanufactur

52、ing service partners that currently supply products to Sony.These competitors may have greaterfinancial,technical,labor and marketing resources available to them than those available to Sony.Sonysfinancial condition and operating results depend on its ability to efficiently anticipate and respond to

53、 theseestablished and new competitors.The competitive factors Sony faces vary depending on the nature of the business.For example,in theelectronics area,Sony competes on the basis of various factors including price and function,while in the Musicand Pictures segments,Sony competes for talent,such as

54、 artists,songwriters,actors,directors and producers,andfor entertainment content that is created,acquired,licensed and/or distributed.Competition on price can lead tolower margins when costs do not fall at a proportional rate,and competition for talent and appealing content canalso lead to lower pro

55、fitability if the higher costs required for such talent and content cannot be recouped throughgreater sales.In addition,the evolution of innovative technologies such as generative artificial intelligence(“AI”)and the use of them by competitors may disrupt Sonys existing business models.Moreover,even

56、 for thoseproducts where Sony believes it has a strong competitive advantage,such as image sensors,it is possible that itscompetitors technological capabilities will accelerate such that Sony would be unable to maintain itsadvantageous market position.In terms of consumer electronics products,to pro

57、duce products that appeal tochanging and increasingly diverse consumer preferences,including constantly changing consumer interest inminimizing energy consumption and using environmentally friendly materials for both products and packaging,or to overcome the fact that a relatively high percentage of

58、 consumers already possess similar products,Sonymust develop superior technology,anticipate consumer tastes,and rapidly develop attractive and differentiatedproducts with competitive prices and features.Sony faces increasingly intense pricing pressure from competitors,retailer consolidation,new sale

59、s/distribution channels,and shorter product cycles in a variety of consumerproduct categories.In the Music and Pictures segments,operating results can be impacted by worldwideconsumer acceptance of their products,which is difficult to predict,and by alternative forms of entertainmentand leisure acti

60、vities available to consumers,as well as by competing products released at or near the same time.For example,in the Pictures segment,as the number of theatrical releases increases with the resumption ofproduction activities that had been paused due to the strikes by the Writers Guild of America(“WGA

61、”)and theScreen Actors Guild-American Federation of Television and Radio Artists(“SAG-AFTRA”)in 2023,thetheatrical release calendar of films by major studios could become more crowded,increasing competition foravailable screen space.This situation could adversely affect the operating results of the

62、Pictures segment.-6-If Sony is unable to maintain its advantageous market position in the fields in which it has a technological orother competitive advantage,Sony is unable to effectively anticipate and counter the ongoing price erosion thatfrequently affects its consumer products or the cost press

63、ures affecting its businesses,there is a change inexisting business models or consumer preferences,or the average prices of Sonys products decrease faster thanSony is able to reduce manufacturing costs,Sonys operating results and financial condition may be adverselyimpacted.To remain competitive and

64、 stimulate customer demand,Sony must invest in research and development toachieve product and service innovations and successfully manage frequent introductions of such new productsand services.To strengthen the competitiveness of its products and services,Sony continues to invest in research anddev

65、elopment(“R&D”),particularly in growth areas such as the Game&Network Services(“G&NS”)andImaging&Sensing Solutions(“I&SS”)segments.However,Sony may not be successful in investing in R&D ifit fails to identify products,services and market trends with significant growth potential.In addition,Sonysinve

66、stments may not yield the innovation or the expected results quickly enough,or competitors may lead Sonyin technological innovation.This may hinder Sonys ability to commercialize new and competitive products andservices.Sony must continually introduce,enhance and stimulate customer demand for electr

67、onic products andservices.Sales of these products and services are particularly sensitive to the significant weighting of consumerdemand to the year-end holiday season.In the G&NS segment,the successful introduction and penetration ofgaming platforms,including streaming,is a significant factor drivi

68、ng sales and profitability,and this success isaffected by the ability to provide customers with attractive software line-ups and online services.However,thereis no assurance that third-party software developers and publishers,major contributors to this effort,willcontinue to develop and release soft

69、ware.In addition,Sony believes that integrating its hardware,software,including AI,entertainment content and network services and minimizing their energy consumption,as well asinvesting in R&D to effect such integration,is essential in generating revenue growth and profitability.However,this strateg

70、y depends on its ability to further develop AI and network services technologies,coordinate andprioritize strategic and operational issues among Sonys various business units and sales channels,continuallyintroduce enhanced,energy efficient and competitively priced hardware that is seamlessly connect

71、ed to energyefficient network platforms with user interfaces that are innovative and attractive to consumers and alsostandardize technological and interface specifications industry-wide and across Sonys networked products andbusiness units.In addition,the G&NS,Music and Pictures segments must invest

72、 substantial amounts,which mayinclude significant upfront investments,in internally developed software titles,artist advances,music catalogs,motion picture productions,television productions and broadcast programming before knowing whether theirproducts will receive customer acceptance.Furthermore,u

73、nderperformance of Pictures products in the initialdistribution market is correlated with weak performance in subsequent distribution markets,which would havean adverse effect on Sonys results in the year of initial release as well as future years.The successful introductions of,and transitions to,n

74、ew products and services depend on a number offactors,such as the timely and successful completion of development efforts,market acceptance,planning andexecuting an effective marketing strategy,managing new product introductions,managing production ramp-upissues,the availability of application softw

75、are for new products,quality control and the concentration ofconsumer demand in the year-end holiday season.If Sony cannot achieve the expected results from itsinvestment in R&D,adequately manage frequent introductions of new products and services and obtainconsumer acceptance of its new products an

76、d services,or if Sony is not successful in implementing its integrationstrategy,Sonys reputation,operating results and financial condition may be adversely impacted.Sonys strategic initiatives,including acquisitions,joint ventures,investments,capital expenditures andrestructurings,may not be success

77、ful in achieving their strategic objectives.Sony actively engages in acquisitions,joint ventures,capital expenditures and other strategic investments toacquire new technologies,efficiently develop new businesses and enhance its business competitiveness.Forexample,in the fiscal year ended March 31,20

78、23,Sony acquired 100%of the shares of Bungie,Inc.(“Bungie”)an independent videogame developer in the United States;made an additional strategic investment in EpicGames,Inc.(“Epic Games”);and established a joint venture with Honda Motor Co.,Ltd.in the mobility field.In some cases,the completion of me

79、rgers and acquisitions is subject to certain closing conditions,includingregulatory approvals.As a result of anti-trust laws and regulations and anti-trust regulatory authorities becomingstricter,regulatory reviews following the signing of a definitive agreement may take longer than expected,or-7-So

80、ny may fail to obtain regulatory approvals.Also,closing conditions for mergers and acquisitions,which are setforth in definitive agreements,may not be satisfied due to unanticipated changes in the strategies or financialconditions of the organizations to be merged or acquired,leading to mergers and

81、acquisitions not proceeding asexpected,or the definitive agreements being changed or terminated.As a result,Sony may lose businessopportunities and may not realize some or all of the initially expected results of mergers and acquisitions.While Sony performs a comprehensive analysis and evaluation of

82、 merged or acquired organizations prior totheir merger or acquisition from various perspectives such as technology,accounting,tax,finance,humanresources(“HR”),and legal,Sonys financial results may be adversely affected by factors including thesignificant cost of the acquisition and/or integration ex

83、penses,IT and information security risks introduced fromnewly merged or acquired organizations,failure to achieve initially expected synergies,failure to generateexpected revenue and cost improvements,loss of key personnel and assumption of liabilities.When establishing joint ventures and strategic

84、partnerships,Sonys financial and operating results may beadversely affected by strategic or cultural differences with partners,conflicts of interest,failure to achievesynergies,additional funding or debt guarantees required to maintain the joint venture or partnership,requirements to buy out a joint

85、 venture partner,sell its shares or dissolve a partnership,insufficient managementcontrol including control over cash flow,loss of proprietary technology and know-how,impairment losses andreputational harm from the actions or activities of a joint venture that uses the Sony brand.Sony invests heavil

86、y in production facilities and equipment,including fabrication facilities used to makeimage sensors for smartphones and other products.Sony may not be able to execute these capital expenditures asplanned or recover these capital expenditures in part or full or in the planned timeframe due to the com

87、petitiveenvironment,lower-than-expected consumer demand,changes in the financial condition or business decisions ofSonys major customers,or delays in the procurement of production facilities and equipment.Sony invested355.9 billion yen and 339.6 billion yen of capital in the fiscal years ended March

88、 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

89、businessportfolio.However,the expected benefits of these initiatives,including the expected level of profitability,maynot be realized due to internal and external impediments or market conditions worsening beyond expectations.IfSony is not successful in achieving its restructuring and transformation

90、 initiatives,Sonys operating results,financial condition,reputation,competitiveness or profitability may be adversely affected.As of the date of thisreport,Sony Group Corporation has been making concrete preparations for an execution of a partial spin-off(the“Spin-off”)of Sony Financial Group Inc.(“

91、SFGI”),which operates the Financial Services business,and thelisting of the shares of SFGI in October 2025.Items to be assessed for the execution of the Spin-off include thelisting market(s)for the shares of SFGI,the necessary steps for dividends in kind in relation to the holders ofAmerican Deposit

92、ary Shares(“ADSs”)of Sony Group Corporation,and the possibility of satisfying therequirements for tax-free treatment in some countries.At this time,there is no guarantee that the Spin-off wouldsatisfy the requirements for tax-free treatment in each country,including Japan.The execution and timing of

93、 theSpin-off are subject to approvals,certifications and/or permissions by the relevant stock exchange(s)and otherrelevant authorities regarding the steps that are ultimately selected after the assessment of these items.Sonys sales and profitability may be affected by the operating performance of wh

94、olesalers,retailers,otherresellers and third-party distributors.Sony is dependent for the distribution of its products on wholesalers,retailers,other resellers and third-partydistributors,many of whom also distribute competitors products.For example,in some cases,Sonyssmartphones sold through cellul

95、ar network carriers are subsidized by the carriers.There is no assurance that suchsubsidies will be continued at all or in the same amounts upon renewal of Sonys agreements with these carriersor in agreements Sony enters into with new carriers.In addition,the Pictures segment depends on third partie

96、s totheatrically exhibit its motion pictures,and to operate cable,satellite,internet and other distribution systems todistribute its motion pictures and television programming.A decline in the licensing fees received from thesethird parties may adversely affect the Pictures segments sales.The Pictur

97、es segments various televisionnetworks are also distributed on third-party cable,satellite and other distribution systems and the failure torenew,or the renewal on less favorable terms of,television carriage contracts(broadcasting agreements)withthese third-party distributors may adversely affect th

98、e Pictures segments ability to generate advertising andsubscription sales through these networks.-8-Sony invests in programs to incentivize wholesalers,retailers,and other resellers and third-party distributorsto position and promote Sonys products,but there is no assurance that these programs will

99、provide a significantreturn or incremental revenue by persuading consumers to buy Sony products instead of competitorsproducts.The operating results and financial condition of many wholesalers,retailers,other resellers and third-partydistributors have been adversely impacted by competition,especiall

100、y from online retailers,and weak economicconditions.If their financial condition continues to weaken,they stop distributing Sonys products,or uncertaintyregarding demand for Sonys products or other factors cause them to reduce their ordering,marketing,subsidizing,or distributing Sonys products,Sonys

101、 operating results and financial condition may be adverselyimpacted.As a global company,Sony is subject to a wide range of laws and regulations in many countries and a growingfocus on sustainability efforts,including corporate social responsibility from external stakeholders includingshareholders,co

102、nsumers,local communities and non-governmental organizations(“NGOs”).Those laws andregulations,as well as external stakeholder and regulator focus,might change in significant ways,leading toan increase in the costs of Sonys operations,a curtailment of Sonys activities,and/or an adverse effect onSony

103、s reputation.As a global company,Sony is subject to the laws and regulations of many countries throughout the worldthat affect its business operations in a number of areas,including advertising,promotions,consumer protection,import and export requirements,anti-corruption,anti-trust,environmental pro

104、tection(including decarbonizingregulations in connection with actions against climate change and regulations on the use and/or spillage ofhazardous substances such as specific organic fluorine compounds),data privacy and data protection,content andbroadcast regulation,development and utilization of

105、AI,intellectual property,labor,occupational health andsafety,product liability,taxation(including taxes from certain revenue on digital services),foreign investment,government procurement,foreign exchange controls,and economic sanctions.Compliance with these laws and regulations may be onerous and e

106、xpensive.These laws and regulationscontinue to develop and may be inconsistent from jurisdiction to jurisdiction,further increasing the cost ofcompliance and doing business.Any such developments could occur frequently and without warning and couldmake Sonys products or services less attractive to it

107、s customers,delay or prohibit introduction of new productsor services in one or more regions or cause Sony to change or limit its business practices.For example,imposition of restrictive trade measures in the United States and elsewhere,as well as retaliatory actions againstsuch measures,could resul

108、t in increased customs duties applicable to Sonys products or increased costs forprocuring parts and components,and could limit or prohibit the sales of Sonys products and services to certainof its current or potential customers,which may adversely affect Sonys operating results and financial condit

109、ion.In the I&SS segment,Sony suspended product shipments of image sensors to a certain Chinese customer fromSeptember 2020,pursuant to export restrictions announced by the U.S.government in August 2020.As a result,image sensor sales decreased compared to before the export restrictions came into effe

110、ct,although Sony resumeda 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.In addition,changes in laws or regulations or the judicial interpretation

111、 thereof that Sony relies on or Sony is subject to inconducting its operations,including online operations,as well as Sonys failure to anticipate such changes,maysubject Sony to greater risk of liability,increase the costs of compliance,or limit Sonys ability to engage in orexpand certain operations

112、 or lead to discontinuance of certain operations.In addition,regulators in Europe,theUnited States,and other countries are moving forward with legislation related to AI.As Sony develops and usesAI,there is a possibility that the cost of complying with these laws and regulations may increase.Violatio

113、n of applicable laws or regulations by Sony,its officers or employees,third-party suppliers,business partners or agents may subject Sony to monetary fines,penalties,legal judgments,restrictions onbusiness operations and/or reputational damage.Additionally,there is a growing global focus by regulator

114、s andexternal stakeholders on sustainability efforts,including those relating to climate change and the protection ofhuman rights in supply chains,as well as increasing regulatory obligations of public disclosures regarding thesematters.For example,there is increased attention on labor practices,inc

115、luding work environments at electroniccomponent and product manufacturers and original equipment manufacturers/original design manufacturers(OEM/ODM)operating in Asia.Increased regulation or public pressure in this area could cause Sonyscompliance costs to increase,particularly since Sony uses many

116、parts,components and materials to manufactureits products and relies on suppliers to provide these parts,components and materials.A finding ofnon-compliance,or the perception that Sony has not responded appropriately to growing external stakeholderconcern for such issues,whether or not Sony is legal

117、ly required to do so,may adversely affect Sonys reputation,operating results and financial condition.-9-Sony must manage its large volume of and widespread procurement from third-party suppliers and businesspartners to control inventory levels,availability,costs and quality of parts,components,mater

118、ials,softwareand network services within volatile markets.Sonys products and services rely on a large volume of third-party suppliers and business partners for parts,components,materials,software and network services,including semiconductors,chipsets for PlayStationgameconsoles and mobile products,l

119、iquid crystal display(“LCD”)panels and the Android OS that is used in mobileproducts,televisions and services.As a result,external suppliersand partnerssupply shortages,fluctuations inpricing,quality issues,discontinued support,changes in business terms or prioritization of customers outside theelec

120、tronics area or of Sonys competitors can adversely affect Sonys operating results,brand and reputation.Regarding the global shortage of semiconductors,which became pronounced from the latter half of the fiscalyear ended March 31,2021 through the first half of the fiscal year ended March 31,2023,alth

121、ough global supplyfor semiconductors was stable as of the end of the fiscal year ended March 31,2024,Sonys operating results andfinancial condition could be affected if supply becomes restricted again.Reliance on third-party software andtechnologies may make it increasingly difficult for Sony to dif

122、ferentiate its products from competitorsproducts.Also,shortages or delayed shipments of critical parts or components may result in a reduction or suspension ofproduction at Sonys or its business partnersmanufacturing sites,particularly where Sony is substantially relianton one supplier,where there i

123、s limited production capacity for custom parts or components,or where there areinitial manufacturing capacity constraints for products,parts or components that use new technologies.Sony places orders for parts and components in line with production and inventory plans determined inadvance based on i

124、ts forecast of consumer demand,which is highly volatile and difficult to predict.Inaccurateforecasts of consumer demand or inadequate business planning can lead to a shortage or excess inventory,whichcan disrupt production plans and result in lost sales opportunities or inventory adjustments,respect

125、ively.Sonywrites down the value of its inventory when the underlying parts,components or products have become obsolete,when inventory levels exceed the amount expected to be used,or when the value of the inventory is otherwiserecorded at a value higher than net realizable value.Such lost sales oppor

126、tunities,inventory adjustments,orshortages of parts and components have had and may have an adverse impact on Sonys operating results andfinancial condition.Sonys sales,profitability and operations are sensitive to global and regional economic and political trendsand conditions.Sonys sales and profi

127、tability are sensitive to economic trends in its major markets,such as inflation.In thefiscal year ended March 31,2024,23.3%,28.8%and 20.2%of Sonys sales and financial services revenue wereattributable to Japan,the U.S.and Europe,respectively.These markets may be subject to significant economicdownt

128、urns,resulting in an adverse impact on Sonys operating results and financial condition.An actual orexpected deterioration of economic conditions in any of Sonys major markets may result in a decline inconsumersconsumption and adverse impacts on the businesses of commercial customers,resulting in red

129、uceddemand for Sonys products and services.In addition,Sonys operations are conducted in many countries and regions around the world,and theseinternational operations,particularly in certain emerging markets,can create challenges.For example,in theEntertainment,Technology&Services(“ET&S”),I&SS and G

130、&NS segments,production and procurement ofproducts,parts and components in China and other Asian countries and regions increase the time necessary tosupply products to other markets worldwide,which can make it more difficult to meet changing customerdemand in a timely manner.Further,in certain count

131、ries and regions,Sony may encounter difficulty in planningand managing operations due to unfavorable political or economic factors,such as armed conflicts,deteriorationin foreign relations,changes in trade policies,non-compliance with expected business conduct and a lack ofadequate infrastructure.If

132、 international or domestic political and military instability disrupts Sonys businessoperations or those of its business partners Sonys operating results and financial condition may be adverselyaffected.For example,as a response to the worsening of the situation in Ukraine and Russia that began in t

133、hefiscal year ended March 31,2022,as of the date of this report,Sony has suspended its business in Russia.If thissituation worsens further in the future,it could create global uncertainty,possibly leading to the worsening ofSonys businesses in other regions or a deterioration in global economic cond

134、itions resulting in an adverse impacton Sonys operating results and financial condition.-10-Foreign exchange rate fluctuations can affect Sonys operating results and financial condition.Sonys operating results and financial condition are sensitive to foreign exchange rate fluctuations becausemany of

135、 Sonys products are sold in countries other than the ones in which they were developed and/ormanufactured.For example,within Sonys electronics area,R&D and headquartersoverhead costs are incurredmainly in yen,and manufacturing costs,including material costs,costs of procurement of parts and componen

136、ts,and costs of outsourced manufacturing services,are incurred mainly in U.S.dollars and yen.Sales are recordedin yen,U.S.dollars,euros,Chinese renminbi,and local currencies of other areas,including emerging markets.Consequently,foreign exchange rate fluctuations have had and may have an adverse imp

137、act on Sonys operatingresults,especially when the yen weakens significantly against the U.S.dollar,when the yen strengthenssignificantly against the euro,or when the U.S.dollar strengthens against emerging market currencies.Sonysoperating results may also be adversely impacted by foreign exchange ra

138、te fluctuations since Sonys consolidatedstatements of income are prepared by translating the local currency denominated operating results of itssubsidiaries around the world into yen.Furthermore,as Sonys businesses have expanded in China and otherareas,including emerging markets,the impact of fluctu

139、ations of foreign currency exchange rates in these areasagainst the U.S.dollar and yen has increased.Mid-to long-term changes in exchange rate levels may interferewith Sonys global allocation of resources and hinder Sonys ability to engage in R&D,procurement,production,logistics,and sales activities

140、 while maintaining profitability.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,ormay offset only a portion of,the adverse financial ef

141、fects of unfavorable movements in foreign exchange ratesover the limited time the hedges are in place.Moreover,since Sonys consolidated statements of financial position are prepared by translating the localcurrency denominated assets and liabilities of its subsidiaries around the world into yen,Sony

142、s equity capitalmay be adversely impacted when the yen strengthens significantly against the U.S.dollar,the euro and/or otherforeign currencies.Ratings downgrades or significant volatility and disruption in the global financial markets may adverselyaffect the availability and cost of Sonys funding.S

143、onys credit ratings may be adversely impacted by unfavorable operating results and a decline in itsfinancial condition.Any credit rating downgrades may,in turn,result in an increase in Sonys cost of fundingand may have an adverse impact on Sonys ability to access commercial paper(“CP”)or mid-to long

144、-term debtmarkets on acceptable terms.Additionally,global financial markets may experience significant levels of volatility and disruption,generally putting downward pressure on financial and other asset prices and impacting credit availability.Historically,Sonys primary sources of funds have been c

145、ash flows from operations,the issuance of CP and mid-to long-term debt,as well as borrowings from banks and other institutional lenders.There can be no assurancethat such sources will continue to be available on acceptable terms or be sufficient to meet Sonys needs.As a result,Sony may seek other so

146、urces of financing to fund operations,such as the draw-down of fundsfrom contractually committed lines of credit from financial institutions or the sale of assets,in order to repay CPand mid-to long-term debt as they become due,and to meet other operational and liquidity needs.However,suchfunding so

147、urces may also not be available at acceptable terms or be sufficient to meet Sonys requirements.As aresult,Sonys operating results,financial condition and liquidity may be adversely affected.Sonys success depends on the ability to recruit,retain and maintain productive relations with diverse peoplew

148、ho embrace a challenging spirit and possess the ambition to grow.In order to continue to create content,develop services,design,manufacture,market,and sell products,inincreasingly competitive markets,Sony must attract,retain and maintain productive relations with key personnel,both internally and ex

149、ternally,who possess high levels of expertise and broad experience,including its executiveteam,other management professionals,creative talent,and hardware and software engineers.However,such keypersonnel are in high demand.In addition,business divestitures,restructuring or other transformation initi

150、ativesmay lead to an unintended loss of experienced employees or know-how.Actual or threatened work slowdowns orstoppages related to unionized workers,particularly in the entertainment field,could lead to delayed releases orcost increases.For example,in the Pictures segment,WGA and SAG-AFTRA went on

151、 strike from May toSeptember 2023 and from July to November 2023,respectively.These strikes resulted in adverse effects such asan impact on Sonys ability to produce content which has led to release date changes for some theatrical releasesin Motion Pictures and delays in deliveries of television ser

152、ies in Television Productions.Furthermore,in Japan,-11-with a declining workforce due to the falling birthrate and aging population,intensifying competition amongcompanies for specialized talent,and rising labor costs,it may become difficult to secure the necessary talent ifSonys HR system is inadeq

153、uate in its design and operations.If these incidents occur or if Sony is unable toattract,retain and maintain productive relations with employees with high levels of expertise and broadexperience as well as key management professionals,Sonys operating results and financial condition may beadversely

154、affected.Sonys intellectual property might be subject to unauthorized use or theft and it might encounter restrictionsin its use of intellectual property owned by third parties.Sonys intellectual property might be subject to unauthorized use or theft.For example,digital technology,the availability o

155、f digital media,global internet penetration and the proliferation of AI technology,includinggenerative AI,impact Sonys ability to protect its copyrighted content from unauthorized duplication,digitaltheft and counterfeiting,putting pressure on legitimate sales of products and services.Sony has incur

156、red and willcontinue to incur expenses to help protect its intellectual property rights;however,Sonys various initiatives toprevent such unauthorized use or theft of intellectual property might not achieve their intended result,whichcould adversely affect Sonys competitive position and the value of

157、its investment in R&D.Additionally,Sonysintellectual property rights may be challenged or invalidated,or such intellectual property rights may not besufficient to provide Sony with competitive advantages.Many of Sonys products and services are designed,developed or manufactured under the license of

158、patentsand other intellectual property rights owned by third parties.Based upon past experience and industry practice,Sony believes it will be able to obtain or renew licenses relating to various intellectual property rights that itsbusiness needs in the future;however,such licenses may not be avail

159、able at all or on acceptable terms,and as aconsequence Sony may need to redesign or discontinue its marketing,selling or distribution of such products andservices.Claims have been and may be asserted against Sony that its products or services,including third-party parts,components,software and netwo

160、rk services used in Sonys products or services,infringe the intellectual propertyrights of other parties.Such claims may be asserted by competitors or by other rights holders,particularly asproducts and services evolve to include new technologies and enhanced functionality.Such claims might requireS

161、ony to enter into settlement or license agreements,pay significant damage awards,face an injunction or refrainfrom marketing,selling or distributing certain of its products and services.The failure to prevent unauthorized use or theft of Sonys intellectual property rights by third parties,thefailure

162、 to enter into licenses for necessary third-party intellectual property rights,the invalidation of Sonysintellectual property rights or the settlement of an infringement claim against Sony by others may adverselyimpact Sonys reputation,operating results and financial condition.Changes in consumer be

163、havior resulting from new technologies and distribution platforms,as well asincreasing concentration of digital music distributors and creation of content by distributors themselves,mayadversely affect operating results in the Music and Pictures segments.Technology,particularly digital technology,us

164、ed in the Music and Pictures segments continues to evolve,rapidly leading to alternative methods and platforms for the discovery and consumption of digital content.Thesetechnological advancements have changed consumer behavior and empowered consumers to seek more controlover when,where and how they

165、consume digital content.The prevalence of digital streaming networks and other new media may negatively impact traditionaltelevision and in-theater motion picture viewership,which could adversely affect operating results of the Picturessegment.Furthermore,as more music and video content is consumed

166、over digital streaming networks,digital musicdistributors are becoming increasingly concentrated,which may decrease the competitiveness of Sonys musiccontent and adversely affect its pricing.In addition,digital music and video distributors may increase the amountof content they create for their own

167、services by leveraging technologies such as generative AI,which may reducethe demand for content created or produced by Sony.If Sony is unable to adequately respond to these changes orfails to effectively adapt to new market changes,Sonys operating results and financial condition may beadversely imp

168、acted.-12-Changes in the regulation and performance of financial markets may adversely affect the operating resultsand financial condition of the Financial Services segment.The Financial Services segment operates in industries subject to comprehensive regulation and supervision,including the Japanes

169、e insurance and banking industries.Future developments or changes in laws,regulations orpolicies may lead to increased compliance costs or limitations on operations in the Financial Services segment.Inaddition,lending and borrowing between Sonys subsidiaries in the Financial Services segment and oth

170、ercompanies within the Sony Group is strictly limited by guidelines issued by regulatory agencies in Japan.Changes in interest rates,foreign exchange rates,inflation rate and the value of Japanese government andcorporate bonds,U.S.treasury bonds,equities,real estate and other asset classes as well a

171、s changes in theimplied volatility of interest rates,stock prices and exchange rates may have an adverse effect on the operatingresults and financial condition of the Financial Services segment.For example,the life insurance business hasinvested most of its general account assets in ultra-long-term

172、Japanese government and corporate bonds,as wellas ultra-long-term U.S.treasury bonds,to match the liability characteristics of the long-term maturity insurancepolicies it has underwritten.The life insurance business has guaranteed yields on outstanding policies while itsinvestment portfolio could be

173、 reduced by the market changes discussed above.The banking business has investedmost of its total loan balance,or over half of its total assets,in its mortgage loans account.An increase innon-performing loans or a decline in prices of the real estate collateral from the market changes discussed abov

174、eor deterioration of credit quality may have an adverse effect on the operating results and financial conditionthrough an increase in the allowance for credit losses.The market changes discussed above,Sonys management of these changes or the occurrence ofearthquakes,pandemic disease or other catastr

175、ophic events in Japan could expose the life and non-life insurancebusinesses to increasing costs or adverse impact on their ability to satisfy insurance contract liabilities.Insurance contract liabilities are calculated based on many actuarial assumptions that are uncertain.Significant changes to th

176、ese actuarial assumptions and the market changes discussed above may have an adverseeffect on the operating results and financial condition of the Financial Services segment.The review ofassumptions for insurance contract liabilities is required at the end of each reporting period.Sonys facilities a

177、nd 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 Sonys operating results.Sonys headquarter

178、s and many of Sonys most advanced manufacturing facilities,including those for imagesensors,are located in Japan,where the risk of earthquakes is relatively high.A major earthquake in Japan,especially in Tokyo,the Tokai area or the Kyushu and Tohoku areas,where Sony headquarters,certainelectronics p

179、roduct manufacturing sites and image sensor manufacturing sites,respectively,are located,couldcause substantial damage to Sonys business operations,including damage to buildings,machinery,equipmentand inventories,and the interruption of production at manufacturing facilities.For example,the earthqua

180、ke ofApril 14,2016 and subsequent earthquakes in the Kumamoto region in Japan caused damage to an image sensormanufacturing site in Kyushu,which interrupted production at the site.In addition,offices and facilities used by Sony,its suppliers,service providers and business partners,including those us

181、ed for network,telecommunications and information systems infrastructure,R&D,materialprocurement,manufacturing,motion picture and television production,logistics,sales,and online and otherservices are located throughout the world and are subject to possible destruction,temporary stoppage ordisruptio

182、n as a result of unexpected catastrophic events such as natural disasters,pandemic diseases includingCOVID-19,terrorist attacks,armed conflicts,large-scale power outages and large-scale fires.If any of thesefacilities or offices were to experience a significant loss as a result of any of the above e

183、vents,it may disruptSonys operations,delay design,development or production,interrupt shipments and postpone the recording ofsales,and/or result in large expenses to repair or replace these facilities or offices.For example,although there isminimal economic impact from COVID-19 as of the date of thi

184、s report,if economic activity stagnates again dueto a future resurgence of COVID-19 and/or other infections,it could adversely affect the procurement ofcomponents and raw materials,production,development,sale and distribution of Sonys products and services,resulting in a negative impact on Sonys ope

185、rating results and financial position.In the G&NS segment,theproduction of hardware could be adversely affected again due to issues in the component supply chain.In theMusic segment,in-person concerts and other events could be restricted again,causing related revenues todecrease.In the Pictures segm

186、ent,if movie theaters are once again forced to close or limit their capacity,Sonystheatrical revenues may decrease.Additionally,depending on the status of lockdowns or other anti-infectionmeasures,as well as future increases in infections,Sony may be impacted by delays in the production schedules-13

187、-of new motion pictures and television programming,as well as decreased advertising revenue.The ET&Ssegment could continue to be adversely impacted by factory shutdowns or declines in factory utilization,supplychain issues and the closure of retail stores globally.Sony may also be exposed to price i

188、ncreases for raw materials,parts and components,and lower demandfrom commercial customers.These situations may have an adverse impact on Sonys operating results andfinancial condition.In addition,extreme weather conditions may become more severe and frequent as thetemperature rises due to the effect

189、s of climate change,and such extreme weather conditions could heighten therisks and uncertainties noted above.Sonys brand image,reputation and business may be harmed and Sony may be subject to legal claims if thereis a breach or other compromise of Sonys information security or that of its third-par

190、ty service providers orbusiness partners.Sony,its third-party service providers,suppliers and other business partners make extensive use ofinformation technology to support business operations,and to provide network and online services to customers.These operations and services,as well as Sonys busi

191、ness information,may be intentionally or inadvertentlycompromised by malicious third parties,including state-sponsored organizations,criminal organizations,Sonysofficers or employees,third-party service providers or other business partners.Such organizations or individualsmay use a variety and combi

192、nation of techniques,such as installing malicious software,exploiting vulnerabilitiesin information technology,using social engineering to mislead officers,employees and business partners intodisclosing passwords and sensitive information,coordinating distributed denial-of-service attacks and abusin

193、ggenerative AI to render services unavailable.Sony has previously been the subject of cyber-attacks.For furtherdetails,refer to“Item 16K.Cybersecurity.”As cyber-attacks become increasingly sophisticated and automated,and as tools and resources become morereadily available,there can be no guarantee t

194、hat Sonys actions,security measures and controls designed toprevent,detect or respond to outside intrusion,limit access to data,prevent loss,destruction,alteration,orexfiltration of business information,or limit the negative impact from such attacks can provide absolute security.In addition,Sonys of

195、ficers and employees continue to work both in the office and at home.Although Sony takesmeasures to ensure that appropriate information security protections are in place for the remote workforce,therecan be no guarantee that Sonys actions,security measures and controls designed to prevent,detect or

196、respond tooutside 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.As a result,Sonys businessinformation,including personally identifiable information,may be lost,de

197、stroyed,disclosed,misappropriated,altered,or accessed without consent,and Sonys information technology systems or operations,or those of itsservice providers or other business partners,may be disrupted.Malicious adversaries may also use unauthorizedaccess to Sonys networks as a platform to compromis

198、e Sonys third-party business partners without Sonysknowledge.A cyber incident could result in significant remediation costs for Sony.In addition,a disruption to Sonysnetwork and online services,information technology,or other compromise of its information security may haveserious consequences to its

199、 business and operations,including lost revenues,damage to relationships withbusiness partners and other third parties,disclosure,alteration,destruction or use of proprietary information andthe failure to retain or attract customers.Moreover,such disruptions and breaches may result in a diversion of

200、managements attention and resources.Further,it may result in adverse media coverage,which may harm Sonysbrand image and reputation.Sony may also be subject to legal claims or legal proceedings,including regulatoryinvestigations and actions.Sonys cyber insurance may not cover all expenses and losses

201、and,accordingly,suchbreaches or other compromises of Sonys information security or that of its third-party service providers orbusiness partners may have an adverse impact on Sonys operating results and financial condition.Sonys reputation,operating results and financial condition may be adversely a

202、ffected as a result of adverseoutcomes of litigation and regulatory actions.Sony faces the risk of litigation and regulatory actions in different countries in connection with itsoperations.Legal proceedings,including regulatory actions,may seek to recover very large indeterminateamounts or to limit

203、Sonys operations,and the possibility that they may arise and their magnitude may remainunknown for substantial periods of time.For example,legal proceedings,including regulatory actions,may resultfrom antitrust scrutiny of market practices for anti-competitive conduct.A substantial legal liability o

204、r adverseregulatory outcome and the substantial cost to defend the litigation or regulatory actions may have an adverseeffect on Sonys reputation,operating results and financial condition.-14-Sony is subject to financial and reputational risks due to product quality,product security,and liability is

205、sues.Sonys products and services,such as consumer electronics products,non-consumer products,parts andcomponents,semiconductors,software and network services are becoming increasingly sophisticated andcomplicated as rapid advancements in technologies occur and as demand increases for mobile products

206、 andonline services.Also,many Sony products are connected to the internet,and regularly communicate withservices provided by Sony or third parties.Sonys efforts to adapt to rapid advancements in technologies and increased demand for mobile productsand online services,while also maintaining product q

207、uality and product security,may not be successful and mayincrease exposure to product liability.As a result,Sony may incur both reputational damages and expenses inconnection with,for example,product recalls and after-sales services.In addition,Sony may not be successful inintroducing after-sales up

208、grades,enhancements or new features to existing products and services,or in enablingexisting products and services to continue to conveniently and effectively integrate with other technologies andonline services.Moreover,cyber-attacks targeting internet-connected products have increased significantl

209、y.Forexample,customer information and Sony or third-party technical information may be misappropriated,thefunctionality of Sonys products and services may be impaired,or Sony products may be used indenial-of-service attacks.There can be no guarantee that Sonys security measures will prevent products

210、 frombeing compromised.As a result,the quality of Sonys existing products and services may not remain satisfactory to consumersand become less marketable,less competitive or obsolete,and Sonys reputation,operating results and financialcondition may be adversely affected.Moreover,allegations of secur

211、ity vulnerability,health and safety issuesrelated to Sony products,or lawsuits related to product quality,health issues arising from products or productsafety,regardless of merit,may adversely impact Sonys operating results and financial condition,either directlyor as a result of the impact on Sonys

212、 brand image and reputation as a producer of high-quality products andservices.These issues are relevant to Sony products sold directly to customers,whether manufactured by Sony ora third party,and also to products of other companies that are equipped with Sonys components,such assemiconductors.Sony

213、s financial results and condition may be adversely affected by its employee benefit obligations.Sony recognizes a net defined benefit liability or asset for its defined benefit pension plans based on(i)thepresent value of defined benefit obligations(“DBO”)under each pension plan less(ii)the fair val

214、ue of planassets,in accordance with the accounting guidance for defined benefit plans.If the fair value of plan assets is inexcess of the present value of DBO,the amount of any asset to be recognized is limited to the present value ofany economic benefits available in the form of refunds from the pl

215、an or reductions in the future contributions tothe plan.Any decrease in the fair value of plan assets or increases in the present value of DBO due to a lowerdiscount rate and changes in certain other actuarial assumptions may increase or decrease the net defined benefitliability or asset and may hav

216、e an adverse effect on Sonys financial results and condition.Also,Sonys financial results and condition could be adversely affected by future pension fundingrequirements pursuant to the Japanese Defined Benefit Corporate Pension Plan Act(the“Pension Plan Act”).Under the Pension Plan Act,Sony is requ

217、ired to conduct a periodic actuarial revaluation and to ascertain whethercertain financial criteria have been met after the annual accounting closing.In the event that the fair value of planassets falls below the actuarial reserve required by law and the shortfall may not be recovered within a certa

218、inmoratorium period permitted by laws and/or special legislative decree,Sony may be required to make anadditional contribution to its plans,which may reduce cash flows.Similarly,if Sony is required to make anadditional contribution to a foreign plan to meet any funding requirements in accordance wit

219、h local laws andregulations in each country,Sonys cash flows might be adversely affected.If Sony is required to increase cashcontributions to its pension plans when actuarial assumptions,such as an expected long-term rate of return of theplan assets,are updated for purposes of determining statutory

220、contributions,it may have an adverse impact onSonys cash flows.-15-Further losses in tax jurisdictions where Sony has assessed deferred tax assets as unrecognized,the inabilityof Sony to fully utilize its deferred tax assets,limitations on the use of its deferred tax assets under local law,exposure

221、to additional tax liabilities or changes in Sonys tax rates could adversely affect Sonys operatingresults and financial condition.Sony is subject to income taxes in Japan and numerous other jurisdictions,and in the ordinary course of itsbusiness there are many situations where the ultimate tax deter

222、mination can be uncertain,because of the transferpricing for its intercompany transactions,and because Sony is subject to continuous review by tax authorities ofnumerous jurisdictions.The calculation of Sonys tax provision and the carrying value of tax assets,including netoperating loss carryforward

223、s and tax credit carryforwards,require significant judgment and the use of estimates,including estimates of future taxable income.At the end of each reporting period,Sony reassesses unrecognizeddeferred tax assets and determines whether these assets should be recognized.As of March 31,2024,theunreco

224、gnized deferred tax assets amounted to 242.1 billion yen.An increase in unrecognized deferred tax assetsmay have an adverse impact on Sonys operating results and financial condition.Deferred tax assets are evaluated on a jurisdiction-by-jurisdiction basis.As of March 31,2024,Sony and/orits subsidiar

225、ies had unrecognized deferred tax assets,principally in Japan for local taxes.Additionally,deferredtax assets could expire unused or otherwise not be realizable for a variety of reasons including the lack ofsufficient taxable income in the appropriate jurisdiction.Sonys operating results and financi

226、al condition couldbe adversely affected when the deferred tax assets expire unused.In some jurisdictions,the use of net operating loss carryforwards or tax credits to reduce taxable income in asubsequent period is limited to a fixed percentage of taxable income or may only be used to offset taxes on

227、income from certain sources.Thus,it is possible that even with significant net operating loss carryforwards or taxcredits,Sony could record and pay taxes in a jurisdiction where it has taxable income.Sonys future effective tax rates may also be unfavorably affected by changes in both the statutory r

228、ates andthe mix of earnings in countries with differing statutory rates or by other factors such as changes in tax laws andregulations or their interpretation,including minimum tax requirements and limitations or restrictions on varioustax deductions and credits,including deductions for royalties an

229、d interest.In addition to the above,Sonys businesses may be subject to new forms of gross basis taxation andtransactional taxes,including digital service taxes.Although such taxes may not directly impact Sonys effectivetax rate,they may nevertheless have an adverse impact on its operating results an

230、d financial condition.Sony could incur asset impairment losses for goodwill,content assets and other intangible assets or othernon-current assets.Sony has a significant amount of goodwill,content assets,other intangible assets and other non-currentassets,including production facilities and equipment

231、.A decline in financial performance,market capitalization,reduced estimates of future cash flows,changes in global economic conditions or changes in estimates andassumptions used in the impairment analysis,which in many cases requires significant judgment,could result inimpairment losses against the

232、se assets.Events or changes in circumstances which would indicate impairmentinclude unfavorable variances from or adjustments to established business plans,significant changes inforecasted results or volatility inherent to external markets and industries.The increased levels of globalcompetition and

233、 the faster pace of technological change to which Sony is exposed can result in greater volatilityof these estimates,assumptions and judgments,and increase the likelihood of impairment losses.Any such lossmay adversely affect Sonys operating results and financial condition.Holders of American Deposi

234、tary Shares have fewer rights than shareholders and may not be able to enforcejudgments based on U.S.securities laws.The rights of shareholders under Japanese law to take actions,including voting their shares,receivingdividends and distributions,bringing derivative actions,examining Sonys accounting

235、 books and records,andexercising appraisal rights,are available only to shareholders of record.Because the depositary,through itscustodian agents,is the record holder of the shares underlying the ADSs,only the depositary can exercise thoserights in connection with the deposited shares.The depositary

236、 will make efforts to vote the shares underlyingADSs in accordance with the instructions of ADS holders and will pay the dividends and distributions collectedfrom Sony.However,ADS holders will not be able to bring a derivative action,examine Sonys accountingbooks and records,or exercise appraisal ri

237、ghts through the depositary.Sony Group Corporation is incorporated in Japan with limited liability.A majority of Sonys directors andcorporate executive officers are non-U.S.residents,and a substantial portion of the assets of Sony Group-16-Corporation and the assets of Sonys directors and corporate

238、executive officers are located outside the U.S.As aresult,it may be more difficult for investors to enforce against Sony Group Corporation or such persons,judgments obtained in U.S.courts predicated upon civil liability provisions of the federal and state securitieslaws of the U.S.or similar judgmen

239、ts obtained in other courts outside Japan.There is doubt as to theenforceability in Japanese courts,in original actions or in actions for enforcement of judgments of U.S.courts,ofcivil liabilities predicated solely upon the federal and state securities laws of the U.S.Prior notification under the Fo

240、reign Exchange and Foreign Trade Act of Japan may be required in the caseof an acquisition by a foreign investor of a certain portion of our shares.Because Sony is engaged in certain businesses designated by the Foreign Exchange and Foreign Trade Actof Japan(the“FEFTA”)and its related cabinet orders

241、 and ministerial ordinances(collectively,the“ForeignExchange Regulations”),if a foreign investor intends to consummate an acquisition of shares of common stockof Sony Group Corporation and that acquisition constitutes an“inward direct investment”under the ForeignExchange Regulations,the foreign inve

242、stor,subject to certain exemptions,must file a prior notification of suchinward direct investment with the Minister of Finance and any other competent Ministers.Under the ForeignExchange Regulations,an“inward direct investment”includes an acquisition by a foreign investor of shares ofcommon stock of

243、 Sony Group Corporation,the consummation of which results in such foreign investor,incombination with any existing shareholding,directly or indirectly holding 1%or more of the total number ofissued shares of common stock or the total number of voting rights of Sony Group Corporation,unless certainex

244、emptions apply.If such prior notification is filed,the proposed acquisition may not be consummated until the prescribedscreening period expires.In some cases,the Ministers may extend the screening period,and may recommend ororder any modification or the abandonment of such acquisition.In addition,if

245、 certain conditions includingthose prescribed in light of the national security of Japan under the Foreign Exchange Regulations are met,theMinisters may order the foreign investor to divest the shares acquired or take other measures.Consequently,anyproposed acquisition by a foreign investor of share

246、s of common stock of Sony Group Corporation that constitutesan“inward direct investment”may not be consummated in an expected time frame in accordance with anintended plan,or at all.Additionally,if a foreign investor directly or indirectly holds 1%or more of the total voting rights of SonyGroup Corp

247、oration and,at a general meeting of shareholders,consents to certain proposals having a materialinfluence on the management of Sony Group Corporation such as the(i)election of such foreign investor or anyof its related persons(as defined in the Foreign Exchange Regulations)as a director of Sony Grou

248、p Corporationor(ii)transfer or discontinuation of its business,such consent,subject to certain exemptions,also constitutes an“inward direct investment”requiring prior notification.If such prior notification is filed,such consent cannot begiven until the prescribed screening period expires.As a resul

249、t,such foreign investors may have difficultiesgiving such consent in accordance with an intended plan,or at all.The discussion above is not exhaustive of all possible foreign exchange controls considerations that mayapply to a particular investor,and potential investors are advised to satisfy themse

250、lves as to the overall foreignexchange controls consequences of the acquisition,ownership and disposition of shares of common stock orvoting rights of Sony Group Corporation by consulting their own advisors.For a more detailed discussion on therequirements and procedures regarding the prior notifica

251、tions under the Foreign Exchange Regulations,refer to“Exchange Controls”in“Item 10.Additional Information.”-17-Item 4.Information on the CompanyA.History and Development of the CompanySony Group Corporation was established in Japan in May 1946 as Tokyo Tsushin Kogyo Kabushiki Kaisha,a joint stock co

252、mpany(Kabushiki Kaisha)under Japanese law.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

253、Group.In December 1958,Sony Group Corporation was listed on the Tokyo Stock Exchange(the“TSE”).In June1961,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 jointventure company between Sony

254、 Group Corporation and CBS Inc.in the U.S.In January 1988,the joint venturebecame a wholly-owned subsidiary of Sony Group Corporation,and in April 1991,changed its name to SonyMusic Entertainment(Japan)Inc.(“SMEJ”).In November 1991,SMEJ was listed on the Second Section of theTSE.In September 1970,So

255、ny Group Corporation was listed on the New York Stock Exchange(the“NYSE”).In August 1979,Sony Group Corporation established Sony Prudential Life Insurance Co.,Ltd.in Japan,as a50-50 joint venture company between Sony Group Corporation and The Prudential Insurance Company ofAmerica.In April 1991,the

256、joint venture changed its name to Sony Life Insurance Co.,Ltd.(“Sony Life”).InMarch 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 SecondSection of the TSE.The subsidiary changed its

257、 name to Sony Precision Technology Inc.in October 1996 andthen to Sony Manufacturing Systems Corporation in April 2004.In April 2012,Sony Manufacturing Systemswas merged into Sony EMCS Corporation.Sony EMCS Corporation changed its name to Sony GlobalManufacturing&Operations Corporation in April 2016

258、.In July 1987,Sony Chemicals Corporation,a subsidiary of Sony Group Corporation,was listed on theSecond Section of the TSE.The subsidiary changed its name to Sony Chemical&Information DeviceCorporation in July 2006,and changed its name again to Dexerials Corporation in October 2012.In January 1988,S

259、ony Group Corporation acquired CBS Records Inc.,the music business division of CBSInc.in the U.S.The acquired company changed its name to Sony Music Entertainment Inc.in January 1991 andthen to Sony Music Holdings Inc.in December 2008.In November 1989,Sony Group Corporation acquired Columbia Picture

260、s Entertainment,Inc.in the U.S.InAugust 1991,Columbia Pictures Entertainment,Inc.changed its name to Sony Pictures Entertainment Inc.(“SPE”).In November 1993,Sony Group Corporation established Sony Computer Entertainment Inc.in Japan.SonyComputer Entertainment Inc.changed its name to Sony Interactiv

261、e Entertainment Inc.in April 2016.In October 1995,Sony/ATV Music Publishing LLC(“Sony/ATV”)was formed as a 50-50 joint venturecompany between Sony Group Corporation and Michael Jackson.In September 2016,the joint venture became awholly-owned subsidiary of Sony Group Corporation.In January 2021,Sony/

262、ATV changed its name to SonyMusic Publishing(US)LLC.In January 2000,acquisition transactions by way of a share exchange were completed such that threesubsidiaries which had been listed on the TSE SMEJ,Sony Chemicals Corporation(currently DexerialsCorporation),and Sony Precision Technology Inc.(curre

263、ntly Sony Global Manufacturing&OperationsCorporation)became wholly-owned subsidiaries of Sony Group Corporation.In September 2012,Sony GroupCorporation completed the sale of certain of its chemical products businesses,including Sony Chemical&Information Device Corporation(currently Dexerials Corpora

264、tion)to Development Bank of Japan Inc.In October 2001,Sony Ericsson Mobile Communications AB(“Sony Ericsson”),a 50-50 joint venturecompany between Sony Group Corporation and Telefonaktiebolaget LM Ericsson(“Ericsson”)of Sweden,wasestablished.In February 2012,Sony acquired Ericssons 50%equity interes

265、t in Sony Ericsson.As a result of theacquisition,Sony Ericsson became a wholly-owned subsidiary of Sony and changed its name to Sony MobileCommunications AB.In October 2002,Aiwa Co.,Ltd.(“Aiwa”),then a TSE-listed subsidiary,became a wholly-owned subsidiaryof Sony Group Corporation.In December 2002,A

266、iwa was merged into Sony Group Corporation.-18-In June 2003,Sony Group Corporation adopted the“Company with Three Committees”corporategovernance system in line with the revised Japanese Commercial Code then effective.(Refer to“BoardPractices”in“Item 6.Directors,Senior Management and Employees.”)In A

267、pril 2004,Sony Group Corporation established Sony Financial Holdings,Inc.(“SFH”),a financialholding company,in Japan.Sony Life,Sony Assurance Inc.(“Sony Assurance”),and Sony Bank Inc.(“SonyBank”)became subsidiaries of SFH.In October 2007,SFH was listed on the First Section of the TSE inconjunction w

268、ith the global initial public offering of shares of SFH by Sony Group Corporation and SFH.InSeptember 2020,SFH became a wholly-owned subsidiary of Sony Group Corporation through Sonys tenderoffer for the common shares and the related stock acquisition rights of SFH and the subsequent procedures fort

269、he purchase of all of SFHs remaining common shares.In October 2021,SFH changed its company name toSFGI.In May 2023,Sony Group Corporation announced that it had begun an assessment of the Spin-off of SFGIand the listing of the shares of SFGI,and in February 2024,Sony Group Corporation decided to begi

270、n makingconcrete preparations for the execution of the Spin-off,following receipt of approval from the Minister ofEconomy,Trade and Industry of Japan regarding its Corporate Restructuring Plan for the Spin-off based on theAct on Strengthening Industrial Competitiveness of Japan.Sony currently plans

271、to execute the Spin-off and listthe shares of SFGI in October 2025.In April 2004,S-LCD Corporation(“S-LCD”),a joint venture between Sony Group Corporation andSamsung Electronics Co.,Ltd.of Korea for the manufacture of amorphous thin film transistor LCD panels,wasestablished in Korea.Sonys stake in S

272、-LCD was 50%minus 1 share.In January 2012,Sony sold all of its sharesof S-LCD to Samsung Electronics Co.,Ltd.In August 2004,Sony combined its worldwide recorded music business,excluding its recorded musicbusiness in Japan,with the worldwide recorded music business of Bertelsmann AG(“Bertelsmann”),fo

273、rming a50-50 joint venture,SONY BMG MUSIC ENTERTAINMENT(“SONY BMG”).In October 2008,Sonyacquired Bertelsmanns 50%equity interest in SONY BMG.As a result of the acquisition,SONY BMG becamea wholly-owned subsidiary of Sony.In January 2009,SONY BMG changed its name to Sony MusicEntertainment(“SME”).In

274、December 2005,Sony Communication Network Corporation,a subsidiary of Sony Group Corporation,was listed on the Mothers market of the TSE,and was later listed on the First Section of the TSE in January2008.It changed its name to So-net Entertainment Corporation in October 2006,and changed its name aga

275、in toSo-net Corporation(“So-net”)in July 2013.In January 2013,Sony Group Corporation acquired all of thecommon shares of So-net through a tender offer and subsequent share exchange and,as a result of theacquisition,So-net became a wholly-owned subsidiary of Sony Group Corporation.So-net was renamed

276、SonyNetwork Communications Inc.(“SNC”)in July 2016.In June 2012,an investor group including Sony Corporation of America(“SCA”)established DHPublishing,L.P.(“EMI”)to own and manage EMI Music Publishing,which it then acquired.This acquisitionresulted in Nile Acquisition LLC(“Nile”),of which SCA owned

277、74.9%and the Estate of Michael Jackson(the“Estate”)owned 25.1%,acquiring approximately 40%of the equity interest in EMI.In July 2018,Sonycompleted the acquisition of the Estates equity interest in Nile,resulting in Sony owning approximately 40%ofthe equity interest in EMI.In November 2018,Sony compl

278、eted the acquisition of the remaining approximately60%equity interest in EMI,resulting in EMI becoming a wholly-owned subsidiary of Sony.In January 2021,Nile changed its name to Sony Music Publishing LLC(“SMP”).SMP encompasses both the former Sony/ATVand EMI.In April 2013,Sony Olympus Medical Soluti

279、ons Inc.(“SOMED”),a medical business venture betweenSony Group Corporation and Olympus Corporation,was established in Japan.Sonys stake in SOMED is 51%.In July 2014,Sony Group Corporation sold its personal computer(“PC”)business operated under the VAIObrand to Japan Industrial Partners,Inc.In July 2

280、014,pursuant to a separation of Sonys businesses into distinct subsidiaries,the television businesswas split out and began operations as Sony Visual Products Inc.In October 2015,the video and sound business was split out and began operations as Sony Video&SoundProducts Inc.(“SVS”).In April 2016,the

281、imaging and sensing solutions business was split out and began operations as SonySemiconductor Solutions Corporation(“SSS”).-19-In April 2017,the imaging products and solutions business was split out and began operations as SonyImaging Products&Solutions Inc.(“SIPS”),which completed the sequential s

282、eparation of Sonys business unitsinto 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&SoundProducts Inc.(“SHES”).In April 2020,Sony establ

283、ished Sony Electronics Corporation,an intermediate holding companyencompassing the electronics products and solutions businesses.In April 2021,in connection with the above-mentioned launch of Sony Group Corporation,SonyElectronics Corporation,SHES,SIPS and Sony Mobile Communications Inc.were merged

284、into one company,which was renamed Sony Corporation.Additionally,certain support functions for the electronics products andsolutions businesses and the imaging products and solutions business that had been carried out by Sony GroupCorporation were transferred to Sony Corporation and SSS.In April 202

285、2,due to a restructuring of the segments of the TSE,Sony Group Corporation moved from theFirst Section to the Prime Market of the TSE.In July 2022,Sony Interactive Entertainment LLC acquired Bungie,an independent videogame developer inthe United States.In September 2022,Sony Honda Mobility Inc.(“Son

286、y Honda Mobility”),a joint venture in the mobilityfield between Sony Group Corporation and Honda Motor Co.,Ltd.,was established in Japan.Sonys stake inSony Honda Mobility is 50%.Sony Group Corporations registered office is located at 7-1,Konan 1-chome,Minato-ku,Tokyo 108-0075,Japan,telephone+81-3-67

287、48-2111.Its website is https:/ agent in the U.S.for purposes of this Item 4 is Sony Corporation of America,25 Madison Avenue,26thFloor,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

288、 to the SECs rules and regulations that apply to foreign private issuers.The SEC maintains a websitethat contains reports,proxy and information statements,and other information regarding issuers that fileelectronically with the SEC.Sonys electronic filings are available for viewing on this website,a

289、thttps:/www.sec.gov.Principal Capital InvestmentsIn the fiscal years ended March 31,2023 and 2024,Sonys capital expenditures were 809.6 billion yen and882.6 billion yen,respectively.For a breakdown of principal capital expenditures and divestitures(includinginterests in other companies),refer to“Ite

290、m 5.Operating and Financial Review and Prospects.”The fundingrequirements of such various capital expenditures are expected to be financed by cash provided principally byoperating and financing activities or the existing balance of cash and cash equivalents.In the fiscal year ended March 31,2024,Son

291、y invested approximately 378.2 billion yen in the I&SSsegment.This investment included approximately 339.6 billion yen to increase image sensor production capacity.B.Business OverviewThe G&NS segment includes the network services businesses,the manufacture and sales of home gamingproducts and the pr

292、oduction and sales of digital software and add-on content.The Music segment includes theRecorded Music,Music Publishing and Visual Media and Platform businesses.The Pictures segment includesthe Motion Pictures,Television Productions and Media Networks businesses.The ET&S segment includes theTelevisi

293、ons business,the Audio and Video business,the Still and Video Cameras business,the smartphonebusiness and the internet-related service business.The I&SS segment includes the image sensors business.TheFinancial Services segment primarily represents individual life insurance and non-life insurance bus

294、inesses andthe banking business in Japan.All Other consists of various operating activities,including the disc manufacturingand recording media businesses.Sonys products and services are generally unique to a single operating segment.-20-Products and ServicesGame&Network Services(G&NS)Sony Interacti

295、ve Entertainment LLC undertakes product research,development,design,marketing,sales,production,distribution and customer service for PlayStationhardware,software,content and network services.The G&NS segment includes the Digital Software and Add-on Content,Network Services and Hardwareand Others cat

296、egories.Digital Software and Add-on Content includes distribution of software titles and add-oncontent through the network by Sony Interactive Entertainment;Network Services includes network servicesrelating to game,video and music content;and Hardware and Others includes home gaming consoles,packag

297、edsoftware,game software sold bundled with home gaming consoles,peripheral devices and first-party software forthird-party platforms.MusicRecorded Music:“Recorded Music”includes the distribution of physical and digital recorded music and revenue derived fromartistslive performances.SME,a global ente

298、rtainment company,excluding Japan,is engaged primarily in thedevelopment,production,marketing and distribution of recorded music in all commercial formats and genres.SMEJ is an entertainment company focused on the Japanese market,which includes a Japanese domesticrecorded music business that produce

299、s recorded music and music videos through contracts with many artists inall music genres.Music Publishing:“Music Publishing”includes the management and licensing of the words and music of songs.SMP is aU.S.-based music publishing business that owns,administers and acquires rights to musical composit

300、ions,exploiting and marketing these compositions and receiving royalties or fees for their use.Visual Media and Platform:“Visual Media and Platform”includes the production and distribution of animation titles and gameapplications,and various service offerings for music and visual products.These busi

301、nesses are operated primarilyby SMEJ.PicturesMotion Pictures:“Motion Pictures”includes the worldwide production,acquisition and distribution of live-action andanimated motion pictures.SPEs motion picture production organizations include Columbia Pictures,ScreenGems,TriStar Pictures,3000 Pictures,Son

302、y Pictures Animation,Stage 6 Films,AFFIRM Films and SonyPictures Classics.SPE also operates Sony Pictures Imageworks,a visual effects and animation unit,and managesa studio facility,Sony Pictures Studios,which includes post-production facilities.Television Productions:“Television Productions”include

303、s the worldwide production,acquisition and distribution of programming,including scripted series,unscripted“reality”or“light entertainment,”daytime serials,game shows,animatedseries,made for television movies and miniseries and other programming.Media Networks:“Media Networks”includes the operation

304、of television networks and direct-to-consumer(“DTC”)streamingservices worldwide.SPEs television networks around the world include SPNI,which operates televisionnetworks in India,and Game Show Network,LLC,which operates a U.S.-based network delivered on cable,satellite and other distribution platform

305、s.Digital networks include Crunchyroll,a streaming service based inNorth America primarily focused on anime content,and SonyLIV,a general entertainment streaming service inIndia.-21-Entertainment,Technology&Services(ET&S)TV and Audio&Video:Sony Corporation undertakes product research,development,des

306、ign,marketing,sales,production,distribution and customer services for televisions and video and sound products.Still and Video Cameras:Sony Corporation undertakes product research,development,design,manufacturing,sales,distribution andcustomer service for interchangeable lens cameras,compact digital

307、 cameras,consumer and professional videocameras.Mobile Communications:Sony Corporation undertakes product research,development,design,marketing,sales,production,distribution and customer services for mobile phones,accessories and applications.SNC provides internetbroadband network services to subscr

308、ibers as well as creates and distributes content through its portal services tovarious electronics product platforms such as PCs and mobile phones.Imaging&Sensing Solutions(I&SS)SSS and its subsidiary Sony Semiconductor Manufacturing Corporation undertake product research,development,design,manufact

309、uring,marketing,sales,production,distribution and customer services primarilyfor complementary metal oxide semiconductor(“CMOS”)image sensors,in addition to display devices,lasers,large-scale integration systems(LSIs)and other semiconductors.These CMOS image sensors are used in a widevariety of appl

310、ications,primarily smartphones,as well as other products such as digital cameras and securitycameras,factory automation systems and automobiles.Financial ServicesSFGI conducts insurance,banking and other operations primarily through Sony Life,a Japanese lifeinsurance company,Sony Assurance,a Japanes

311、e non-life insurance company,and Sony Bank,a Japaneseinternet-based bank,which are all wholly owned by SFGI.All OtherAll Other consists of various operating activities,including the disc manufacturing business outside ofJapan,and the recording media and storage media businesses.Sales and Distributio

312、nG&NS,ET&S and I&SSIn the G&NS segment,PlayStationhardware and peripheral devices,software and content and networkservices are marketed and distributed by Sony Interactive Entertainment LLC,Sony Interactive Entertainment Inc.and Sony Interactive Entertainment Europe Ltd.Digital software,including ad

313、d-on content,is primarily sold via thePlayStation Store,while software for third-party platforms is sold via third-party distributors.Hardware andphysical software are sold both indirectly via third-party distributors as well as directly via PlayStations proprietarywebsite.Additionally,Bungie carrie

314、s out marketing and distribution of its software,content and merchandise underits own brand as an independent studio and publisher,with support from Sony Interactive Entertainment.Sonys products and services in the ET&S and I&SS segments are primarily marketed throughout the worldunder the trademark

315、“Sony.”In most cases,Sonys products in the ET&S and I&SS segments are sold to sales subsidiaries of SonyGroup Corporation located in or responsible for sales in various countries and territories.These subsidiaries thensell those products to unaffiliated local distributors and dealers or through dire

316、ct sales,such as through theinternet.Sony Corporation brings its mobile products to market through direct and indirect channels,such asthird-party cellular network carriers and retailers,as well as through its own website.In some regions,certainproducts and services are sold directly to local distri

317、butors by Sony Group Corporation.Sales of such products and services are particularly seasonal and vary significantly with the timing of newproduct introductions and the economic conditions of each country.Sales for the third quarter endingDecember 31 of each fiscal year are generally higher than ot

318、her quarters of the same fiscal year mainly in theG&NS and ET&S segments due to demand during the year-end holiday season.-22-Japan:Sony Marketing Inc.markets consumer electronics products mainly through retailers.It also marketsprofessional electronics products and services.For electronic component

319、s,Sony sells products directly towholesalers and manufacturers.United States:Sony markets its electronics products and services in these segments through Sony Electronics Inc.andother wholly-owned subsidiaries in the U.S.Europe:In Europe,Sonys products and services in these segments are marketed thr

320、ough sales subsidiaries includingSony Europe B.V.,which is headquartered in the United Kingdom and has branches in European countries.China:Sony markets products and services in these segments through Sony(China)Limited,Sony Corporation ofHong Kong Limited and other wholly-owned subsidiaries in Chin

321、a.Asia-Pacific:In Asia-Pacific,Sonys products and services in these segments are marketed through sales subsidiariesincluding Sony India Private Limited,Sony Electronics of Korea Corporation,Sony Taiwan Limited and SonyElectronics Vietnam.Other Areas:In overseas areas other than the U.S.,Europe,Chin

322、a and Asia-Pacific,Sonys products and services in thesesegments are marketed through sales subsidiaries including Sony Brasil Ltda.,Sony Middle East&Africa FZEin the United Arab Emirates and Sony de Mexico S.A.de C.V.MusicSME and SMEJ develop,produce,market,and distribute recorded music in various c

323、ommercial formats.SME and its affiliates conduct business globally under“Columbia Records,”“Epic Records,”“RCA Records”and other labels.SMEJ conducts business in Japan under“Sony Music Records,”“Epic Records Japan,”“SMERecords,”“Ki/oon Music,”“Sony Music Associated Records”and other labels.Sony owns

324、 and acquires rights to musical compositions,exploits and markets these compositions,receivesroyalties or fees for their use and conducts its music publishing business in countries other than Japan under theSony Music Publishing name.SMEJ creates artwork and produces packaged home entertainment prod

325、ucts including music and games.Italso organizes various events in Japan through Sony Music Communications Inc.and its affiliates.In addition,SMEJ produces,markets and distributes animation products and game applications based on animation titlesunder the Aniplex name.PicturesSPE generally retains al

326、l rights relating to the worldwide distribution of its internally produced motionpictures and television programming,including rights for theatrical exhibition,home entertainment distribution,pay and free television and digital exhibition and other markets.SPE also acquires distribution rights to mo

327、tionpictures and television programming produced by other companies,and jointly produces and distributes motionpictures and television programming with other studios,television networks and production companies.Theserights may be limited to particular geographic regions,specific forms of media or pe

328、riods of time.Within the U.S.,SPE uses its own distribution service businesses,Sony Pictures Releasing and SonyPictures Classics,for the U.S.theatrical release of its motion pictures and for the theatrical release of motionpictures acquired from and produced by others.Outside the U.S.,SPE generally

329、distributes and markets motion pictures through one of its Sony PicturesReleasing International subsidiaries or affiliates.In certain countries,however,SPE has joint distribution orsub-distribution arrangements with other studios,or arrangements with independent local distributors or otherentities.-

330、23-The worldwide home entertainment and television distribution of SPEs motion pictures and televisionprogramming(and product acquired or licensed from others)is handled through SPEs Sony Pictures HomeEntertainment/Television Distribution group,except in certain countries where SPE has joint distrib

331、ution orsub-distribution arrangements with other studios,or arrangements with independent local distributors.For homeentertainment,product is distributed in various home media formats including DVD,Blu-ray Discand DigitalDistribution.Digital Distribution includes electronic sell-through and video-on

332、-demand distributed on digitalplatforms,cable networks and direct broadcast satellite(“DBS”)providers.For television,SPEs library ofmotion pictures and television programming is licensed to distributors such as broadcast television networks,digital platforms,cable networks and DBS providers.Digital

333、platforms include subscription and advertisingsupported platforms(including Sonys PlayStationNetwork,Netflix and Amazon Prime Video).SPEs television networks and streaming services(including Crunchyroll,primarily in North America andEurope,and SonyLIV in India)are distributed through digital platforms,cable,DBS providers andtelecommunications companies to viewers around the world.These networks an