SECURITIES AND EXCHANGE COMMISSION Washington, D.C. LITIGATION RELEASE NO. 15832 / August 5, 1998 ACCOUNTING AND AUDITING ENFORCEMENT RELEASE NO. 1062 / August 5, 1998 SECURITIES AND EXCHANGE COMMISSION V. SONY CORPORATION, Case No. 1:98CV01935 (D.D.C.) (filed August 5, 1998) On August 5, 1998, the Commission issued a settled cease-and-desist order against Sony Corporation ("Sony") and Sumio Sano ("Sano") and filed a related settled complaint against Sony in the United States District Court for the District of Columbia. In the settled cease-and-desist order, the Commission found that Sony, a Japanese corporation whose securities trade on the New York Stock Exchange in the form of American Depositary Receipts, violated the periodic reporting provisions applicable to foreign private issuers in Section 13(a) of the Securities Exchange Act of 1934 and Rules 13a- 1, 13a-16, and 12b-20 thereunder, and that Sano, who was a director of Sony and the General Manager of its Capital Market and Investor Relations Division during the relevant period, was a cause of Sony's violations. Specifically, the Commission found that during the four months preceding Sony's November 1994 writedown of approximately $2.7 billion of goodwill associated with the acquisition of its Sony Pictures subsidiary, Sony made inadequate disclosures about the nature and extent of Sony Pictures' net losses and their impact on the consolidated results Sony was reporting. Those inadequate disclosures were contained in two current reports furnished to the Commission on Form 6-K, which included copies of quarterly earnings releases issued by Sony, and in the Management's Discussion and Analysis sections of Sony's annual report to shareholders for the fiscal year ended March 31, 1994, and its annual report filed with the Commission on Form 20-F for the same fiscal year. The Commission also noted that during the relevant period, Sony did not report the results of Sony Pictures as a separate industry segment, but instead reported the combined results of Sony Pictures and Sony's profitable music business as a single "entertainment" segment, which had the effect of obscuring the losses sustained by Sony Pictures. The Commission ordered Sony to cease and desist from committing or causing violations of the Exchange Act provisions cited above, and ordered Sano to cease and desist from causing such violations. The Commission also ordered Sony to comply with three undertakings: (i) to engage an independent auditor to examine its MD&A presentation for the fiscal year ending March 31, 1999; (ii) to adopt and implement procedures and practices to ensure that Sony's Chief Financial Officer will be designated henceforth as the officer primarily responsible for ensuring that Sony's public financial disclosures are accurate and otherwise in compliance with applicable legal and accounting requirements; and (iii) to continue to apply FAS 131, which provides guidance relating to industry segment reporting, for purposes of reporting its financial results. In settling the proceeding, Sony and Sano consented to issuance of the Commission's order without admitting or denying the matters set forth therein. In its Complaint filed in federal court against Sony, the Commission alleged the same violations as it found in its administrative order, and requested the Court to impose a civil penalty pusuant to Exchange Act Section 21(d)(3). In settling the case, Sony consented to entry of a final judgment imposing a $1 million penalty without admitting or denying the allegations in the Commission's complaint. [SEC v. Sony Corporation, Civil Action No. 1:98CV01935 (D.D.C. 1998)]