The SEC concluded that Sony’s MD&A disclosures were inadequate. Sony consented to an SEC cease-and-desist order without either admitting or denying guilt. In essence, Sony did not agree that it did anything wrong, but it promised to never do what it did again. As part of its settlement, Sony also agreed to have its external auditor examine the MD&A for the following year and to publicly report the findings. This penalty was meaningful because an examination of the MD&A normally does not fall within the scope of an external audit.