ACT OF 1934 AND RULE 102(e) OF THE

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
SECURITIES EXCHANGE ACT OF 1934  
Release No. 84850 / December 18, 2018 
ACCOUNTING AND AUDITING ENFORCEMENT  
Release No. 4004 / December 18, 2018 
ADMINISTRATIVE PROCEEDING  
File No. 3-18939 
In the Matter of 
Takeshi “Tyrone” Uonaga 
Respondent. 
ORDER INSTITUTING PUBLIC 
ADMINISTRATIVE AND CEASE-AND-DESIST 
PROCEEDINGS PURSUANT TO SECTIONS 4C 
AND 21C OF THE SECURITIES EXCHANGE 
ACT OF 1934 AND RULE 102(e) OF THE 
COMMISSION’S RULES OF PRACTICE, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-AND-
DESIST ORDER 
 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate that 
public administrative and cease-and-desist proceedings be, and hereby are, instituted against 
Takeshi “Tyrone” Uonaga (“Uonaga” or “Respondent”), pursuant to Sections 4C and 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”) and Rule 102e(1)(iii) of the Commission’s 
Rules of Practice.
1
 
II. 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”), which the Commission has determined to accept. Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 
these proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
Public Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 
Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, 
                                                 
1
  Rule 102(e)(1)(iii) provides, in pertinent part, that: 
 The Commission may . . . deny, temporarily or permanently, the privilege of appearing or practicing before 
it . . . to any person who is found...to have willfully violated, or willfully aided and abetted the violation of 
any provision of the Federal securities laws or the rules and regulations thereunder. 

2 
 
Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as 
set forth below. 
III. 
On the basis of this Order and Respondent’s Offer, the Commission finds
2
 that: 
Summary  
1. This matter concerns accounting, books and records, internal accounting controls 
and reporting violations involving Panasonic Corporation (“Panasonic”) and Takeshi “Tyrone” 
Uonaga, the Chief Financial Officer of Panasonic’s wholly-owned subsidiary, Panasonic 
Avionics Corporation (“PAC”). In July 2012, PAC improperly recognized approximately $82 
million in revenue from a contract with one of its largest customers, a state-owned airline 
(“Government Airline”), by backdating the contract to indicate that it had been signed prior to 
the quarter ending June 30, 2012. Although Uonaga was aware that a signed contract was 
necessary to recognize revenue and that the contract had not been signed prior to the end of the 
quarter, Uonaga provided a false certification and management representation letter to PAC’s 
external auditor stating that PAC’s financial statements for the quarter had been prepared in 
conformity with prevailing audit standards and that there were no deficiencies concerning PAC’s 
internal accounting controls and books and records. 
2. By engaging in this conduct, Uonaga knowingly circumvented PAC’s internal 
accounting controls concerning revenue recognition and caused the company’s books and 
records to contain false information. Also as a result of his conduct, Uonaga caused Panasonic to 
violate the books and records, internal accounting controls, and reporting provisions of the 
securities laws. PAC’s financial results – including the improperly recognized revenue – were 
incorporated into Panasonic’s books and records and consolidated financial statements for that 
quarter and included in financial statements Panasonic filed with the Commission. As a result of 
Uonaga’s actions, Panasonic falsely recorded revenue on its books and records, failed to 
maintain reasonable internal accounting controls, and filed a materially false report with the 
Commission. 
Respondent 
3. Takeshi “Tyrone” Uonaga, age 55, was PAC’s Chief Financial Officer (“CFO’) 
from June 2012 through April 2016. During that period, Uonaga also held a concurrent position 
at Panasonic within the accounting group for Panasonic’s AVC Networks Company business 
segment (“AVC Networks”). Uonaga was employed in Panasonic finance since graduating from 
a Japanese University in 1986, including holding CFO positions in Panasonic’s U.K. and 
Germany subsidiaries. Panasonic terminated Uonaga in February 2018. 
 
                                                 
2
 The  findings  herein  are  made  pursuant to Respondent’s Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 

3 
 
Other Relevant Entities 
4. Panasonic Corporation is a multinational corporation, headquartered in Osaka, 
Japan. During the relevant period, Panasonic’s global business was organized into eight business 
segments, including AVC Networks. PAC was part of AVC Networks. Panasonic’s securities 
were registered with the Commission pursuant to Section 12(b) of the Exchange Act until April 
22, 2013, and its American Depositary Shares traded on the New York Stock Exchange under 
the ticker “PC.” From May 1, 2015 through June 20, 2016, Panasonic’s securities were registered 
with the Commission pursuant to Section 12(g) of the Exchange Act. During the periods when 
Panasonic securities were registered with the Commission, Panasonic was required to file or 
furnish periodic reports with the Commission pursuant to Section 15 of the Exchange Act. 
5. Panasonic Avionics Corporation is a wholly-owned subsidiary of Panasonic’s 
North American subsidiary and is a Delaware corporation headquartered in Lake Forest, 
California. PAC designs, engineers, manufactures, sells and installs in-flight entertainment 
systems (“IFE”) and global communication services (“GCS”) to airlines, aircraft leasing 
companies, and airplane manufacturers worldwide. Panasonic managed PAC through AVC 
Networks and certain PAC officers, including Uonaga, also held concurrent titles at Panasonic. 
During the relevant period, PAC’s books and records and financial accounts were consolidated 
into Panasonic’s books and records and reported on Panasonic’s consolidated financial 
statements, which were filed or furnished with the Commission and reported to investors. 
FACTS  
6. During the time its securities were registered with the Commission, Panasonic 
filed or furnished periodic reports with the Commission containing Panasonic’s consolidated 
financial statements. The consolidated financial statements incorporated financial information 
(e.g., net sales, pre-tax income, net income) of its numerous subsidiaries, including PAC. 
Panasonic reported to its shareholders that the company’s consolidated financial statements were 
prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). 
7. Uonaga began working as PAC’s CFO in June 2012.  In that role, Uonaga 
oversaw the personnel and operations of PAC’s finance department and was responsible for the 
integrity and operation of PAC finances, including deciding whether revenue could be 
recognized in a particular fiscal quarter. He was also responsible for ensuring that PAC devised, 
maintained and followed a system of internal accounting controls in order to assure that PAC’s 
financial statements – and therefore Panasonic’s financial statements – were prepared in 
conformity with GAAP. 
8. As CFO, Uonaga communicated regularly with his supervisors and other 
accounting staff at Panasonic (within AVC Networks) regarding PAC’s financial results and the 
general status of PAC’s finances. These communications between Uonaga and his supervisors 
and financial personnel at Panasonic included whether PAC would recognize and report revenue 
at or above the forecasts made by PAC. 
 
 

4 
 
Revenue Recognition of Amendment Six 
9. Under GAAP, Accounting Standards Codification 605-10-25-1, Revenue 
Recognition, provides that revenue should not be recognized until it is realized or realizable and 
earned. PAC's revenue recognition policy, consistent with GAAP, set forth four requirements 
that must generally be met before revenue could be realized and earned: 1) persuasive evidence 
of an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller's 
price to the buyer is fixed or determinable; and 4) collectability is reasonably assured. 
10. Based on PAC's revenue recognition policy, and its customary business practice 
of requiring a written sales agreement from customers such as the Government Airline, it could 
not recognize revenue for a quarter unless, among other requirements, a contract was signed by 
the customer prior to the end of the quarter in which the revenue was recognized. Furthermore, 
PAC and Uonaga were repeatedly advised by PAC’s external auditor (“Auditor”), that a signed 
contract was necessary to recognize revenue from customers such as the Government Airline. 
11. In June 2012, PAC and the Government Airline were negotiating an amendment 
to an existing contract between the parties to provide for additional business (“Amendment 
Six”), but were unable to reach agreement on all of the terms of the amendment. While the 
negotiations were ongoing and it appeared that Amendment Six would not be signed by the end 
of June, PAC sought the advice of the Auditor about options to satisfy the requirement that 
persuasive evidence of an agreement existed. Consistent with the Auditor’s prior advice, and 
PAC’s past practice in accounting for agreements with the Government Airline, the Auditor 
advised PAC that PAC could recognize revenue from Amendment Six in the quarter ending 
June 30, 2012 (“First Quarter”) if the agreement was signed prior to the end of June 2012. 
12. Throughout June 2012, PAC and the Government Airline continued to negotiate 
the terms of Amendment Six, including the number of aircraft to be included in the contract. The 
pricing for the IFE equipment was dependent upon the number of aircraft included in the 
amendment, as well as certain engineering costs, and discounts requested by the Government 
Airline. The parties were engaged in such negotiations when Uonaga became PAC’s CFO in 
early June 2012.  Uonaga did not take part in the negotiations, but was apprised of the progress 
of those negotiations.  
13. PAC’s senior executives, including Uonaga, understood that recognizing revenue 
from Amendment Six in the First Quarter was important to Panasonic. For example, on June 23, 
2012, a Panasonic executive who also served as a senior PAC executive told Uonaga and another 
PAC senior executive that failing to recognize revenue from Amendment Six “is a big problem 
for all of us.” Similarly, on June 25, 2012 a Panasonic accounting employee told Uonaga that “it 
will be a big problem if this contract fails to be signed.” 
14. While the negotiations of Amendment Six were ongoing, Uonaga communicated 
with the Auditor regarding the rules applicable to revenue recognition. The Auditor provided 
Uonaga and another PAC executive with accounting literature that explained the four criteria for 
revenue recognition. The Auditor further noted that, in light of PAC’s customary business 
practice with the Government Airline to enter into a signed, written agreement, PAC could not 

5 
 
recognize revenue in the First Quarter unless the Government Airline signed Amendment Six by 
the end of the quarter. 
15. On June 28, 2012, a PAC contracts manager advised Uonaga that an executive at 
the Government Airline had approved Amendment Six, and that the contract was being presented 
to another executive for signature.  When asked whether PAC had everything it needed to 
recognize the revenue for Amendment Six in the First Quarter, a PAC finance employee emailed 
Uonaga and others at PAC that: “We are good to go as soon as we have the ink on the paper.” 
16. The next day, on June 29, 2012, Uonaga informed his supervisor and an 
accounting colleague at Panasonic that the Government Airline had agreed to the terms of 
Amendment Six, but that PAC could not recognize the revenue without obtaining a signed 
contract. 
17. On July 1, 2012, PAC’s contracts manager advised several PAC executives, 
including Uonaga, that Amendment Six was “still not signed” by the Government Airline. That 
same day, a PAC finance employee also advised Uonaga that Amendment Six still was unsigned. 
18. Uonaga then advised accounting staff at Panasonic that the Government Airline 
had not yet signed Amendment Six. In response, a Panasonic accounting executive voiced 
concern regarding whether the Auditor would approve recognition of revenue for Amendment 
Six without a signed contract. 
19. On July 2, 2012, the Government Airline advised PAC that it had signed 
Amendment Six, but refused to provide a copy of the executed contract because the Government 
Airline wanted additional discounts. 
20. That same day, Uonaga reported to his supervisor at Panasonic that Amendment 
Six had been signed and that PAC would record the revenue for June. He also relayed that the 
Government Airline had sought additional discounts and it would not release the signed contract 
to PAC until the issue was resolved. 
21. On July 3, 2012, the Government Airline provided PAC with an executed, but 
undated, signature page for Amendment Six.  Uonaga did not personally receive this document, 
but was aware that PAC received it on July 3, 2012.  PAC’s contracts manager then caused the 
signature page for the Government Airline to be dated June 28, 2012, even though he and other 
PAC employees and executives, including Uonaga, knew that it was not signed on that date and 
that the Government Airline was still seeking additional pricing discounts. 
Uonaga Misled PAC’s Auditor 
22. Thereafter, PAC sought to persuade the Auditor that Amendment Six revenue 
could be recognized in the First Quarter, despite the fact that neither PAC nor the Government 
Airline had signed the agreement before the end of the quarter.  Several PAC employees falsely 
represented to the Auditor, with Uonaga’s knowledge, that Amendment Six had been signed by 
the Government Airline on June 28, 2012.  Uonaga told a Panasonic accounting employee that 
the Auditor had initially determined that PAC should not include the revenue in the First Quarter, 

6 
 
but that PAC had convinced the Auditor using,, a 
Japanese phrase which is subject to differing translations including, “tweaks and tricks.”  
 
23. In mid-July 2012, PAC provided the Auditor with a Consolidation Package which 
included PAC’s financial statements for the First Quarter. PAC included over $82 million of 
improperly recognized revenue from Amendment Six in these financial statements. 
24. In addition, as PAC’s CFO, Uonaga provided the Auditor with an annual 
certification of PAC’s financial statements, known as a “subcertification” for Panasonic’s fiscal 
year 2013. Uonaga also provided the Auditor with a management representation letter for the 
First Quarter confirming that the financial statements had been prepared in accordance with 
GAAP and the company did not have any deficiencies concerning its books and records and its 
internal financial controls. 
25. The Auditor relied on the subcertification and management representation letter 
provided by Uonaga as part of the normal course of its audit of the company and for the 
preparation of PAC’s financial statements, which were incorporated into Panasonic’s financial 
statements and subsequently included in Panasonic’s filings with the Commission for the First 
Quarter. 
26. At no time did Uonaga disclose to the Auditor, or direct anyone else to disclose, 
that Amendment Six was backdated in order to improperly recognize revenue in the First 
Quarter, the falsification of PAC’s and Panasonic’s books and records, or PAC and Panasonic’s 
lack of sufficient internal accounting controls concerning revenue recognition. 
27. Instead, Uonaga provided a false subcertification and management letter to the 
Auditor. For example, in the annual subcertification, Uonaga falsely stated that “no deficiencies 
have been identified and the internal control [sic] over financial reporting have effectively 
functioned.” Similarly, in the quarterly management representation letter, Uonaga falsely stated 
that the information provided to the Auditor was in conformity with US GAAP, that “there are 
no material transactions that have not been properly recorded in the accounting records,” and that 
“[t]here are no significant deficiencies or material weaknesses in the design or operation of 
internal controls over financial reporting.” 
28. Subsequently, PAC’s financial results for the First Quarter – including 
approximately $82 million of improperly recognized revenue and associated pre-tax income of 
$38.5 million and net income of $22.4 million – were incorporated into Panasonic’s books and 
records and consolidated financial statements for the First Quarter. 
29. Panasonic’s financial results and consolidated financial statements for the First 
Quarter were reported on Forms 6-K filed with the Commission on or about August 2, 2012, and 
on or about August 21, 2012. As a result of Uonaga’s conduct, Panasonic misstated pre-tax 
income by at least $38.5 million or 9%, and net income by at least $22.4 million or 16%, in the 
consolidated financial statements for the First Quarter furnished with its Forms 6-K. 
 

7 
 
30. In addition, Panasonic failed to maintain internal accounting controls reasonably 
designed to ensure that transactions were recorded as necessary to permit preparation of financial 
statements in conformity with generally accepted accounting principles, and to make and keep 
books, records, and accounts, which fairly reflected the transactions and disposition of 
Panasonic’s assets. 
31. By engaging in this conduct, Uonaga knowingly circumvented PAC’s internal 
accounting controls concerning revenue recognition and caused the company’s books and 
records to contain false information. Uonaga also caused Panasonic to violate the books and 
records, internal accounting controls, and reporting provisions of the federal securities laws by 
circumventing the company’s internal accounting controls concerning revenue recognition, 
thereby causing Panasonic to improperly record revenue from Amendment Six in the First 
Quarter. That revenue, in turn, was improperly reported by Panasonic in its consolidated 
financial statements filed with the Commission in August 2012, which resulted in the company 
violating the reporting provisions of the federal securities laws. 
LEGAL STANDARDS AND VIOLATIONS 
32. As a result of the conduct described above, the Commission finds that Uonaga 
willfully violated Section 13(b)(5) of the Exchange Act, which states that no person shall 
knowingly circumvent or knowingly fail to implement a system of internal accounting controls 
or knowingly falsify any book, record or account. 
33. As a result of the conduct described above, the Commission finds that Uonaga 
willfully violated Rule 13b2-1, which states that no person shall, directly or indirectly, falsify or 
cause to be falsified, any book, record, or account subject to section 13(b)(2)(A) of the Exchange 
Act, and Rule 13b2-2 of the Exchange Act, which states, in relevant part, that no director or 
office of an issuer shall, directly or indirectly: (1) make or cause to be made a materially false or 
misleading statement to an accountant in connection with; or (2) omit to state, or cause another 
person to omit to state, any material fact necessary in order to make statements made, in light of 
the circumstances under which such statements were made, not misleading, to an accountant in 
connection with: (i) any audit, review or examination of the financial statements of the issuer 
required to be made pursuant to this subpart; or (ii) the preparation or filing of any document or 
report required to be filed with the Commission pursuant to this subpart or otherwise. 
34. As a result of the conduct described above, the Commission finds that Uonaga 
caused Panasonic to violate Section 13(b)(2)(A) of the Exchange Act, which requires issuers that 
have a class of securities registered pursuant to Section 12 of the Exchange Act and issuers with 
reporting obligations pursuant to Section 15(d) of the Exchange Act to make and keep books, 
records, and accounts which, in reasonable detail, accurately and fairly reflect their transactions 
and disposition of their assets. 
35. As a result of the conduct described above, the Commission finds that Uonaga 
caused Panasonic to violate Section 13(b)(2)(B) of the Exchange Act, which requires issuers that 
have a class of securities registered pursuant to Section 12 of the Exchange Act and issuers with 
reporting obligations pursuant to Section 15(d) of the Exchange Act to devise and maintain a 
system of internal accounting controls sufficient to provide reasonable assurances that 

8 
 
(i) transactions are executed in accordance with management’s general or specific authorization; 
(ii) transactions are recorded as necessary (I) to permit preparation of financial statements in 
conformity with generally accepted accounting principles or any other criteria applicable to such 
statements, and (II) to maintain accountability for assets; (iii) access to assets is permitted only in 
accordance with management’s general or specific authorization; and (iv) the recorded 
accountability for assets is compared with the existing assets at reasonable intervals and 
appropriate action is taken with respect to any differences. 
36. As a result of the conduct described above, the Commission finds that Uonaga 
caused Panasonic to violate Section 13(a) of the Exchange Act and Rules 13a-16 and 12b-20 
thereunder. Section 13(a) requires issuers to file periodic and other reports as the Commission 
may prescribe and in conformity with such rules as the Commission may promulgate. Rule 13a-
16 of the Exchange Act requires each foreign private issuer to furnish information on Form 6-K 
as specified in the Rule. Rule 12b-20 of the Exchange Act requires that the reports contain such 
further material information, if any, as may be necessary to make the required statements, in light 
of the circumstances under which they are made not misleading. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
Accordingly, it is hereby ORDERED that: 
A Pursuant to Section 21C of the Exchange Act, Uonaga cease and desist 
from committing or causing any violations and any future violations of Exchange Act Sections 
13(a), 13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) [15 U.S.C. §§ 78m(a), 78m(b)(2)(A), 78m(b)(2)(B) 
and 78m(b)(5)] and Rules13b2-1, 13b2-2, 12b-20, and 13a-16, thereunder [17 C.F.R. §§ 
240.12b-20, 240.13a16, 240.13b2-1 and 240.13b2-2]. 
B Uonaga is denied the privilege of appearing or practicing before the 
Commission as an accountant. 
C After five (5) years from the date of this order, Uonaga may request that 
the Commission consider his reinstatement by submitting an application (attention: Office of the 
Chief Accountant) to resume appearing or practicing before the Commission as an accountant. 
D Respondent shall, within ten (10) days of the entry of this Order, pay a 
civil money penalty in the amount of $50,000 to the Securities and Exchange Commission for 
remission to the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717. Payment 
must be made in one of the following ways: 
 
 

9 
 
(1) Respondent may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request; 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to: 
Enterprise Services Center 
Accounts Receivable Branch  
HQ Bldg., Room 181, AMZ-341  
6500 South MacArthur Boulevard  
Oklahoma City, OK 73169. 
Payments by check or money order must be accompanied by a cover letter identifying Panasonic 
as Respondent in these proceedings, and the file number of these proceedings. A copy of the 
cover letter and check or money order must be sent to Charles Cain, Chief, FCPA Unit, Division 
of Enforcement, Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 
20549.  
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and 
admitted by Respondent, and further, any debt for civil penalty or other amounts due by 
Respondent under this Order or any other judgment, order, consent order, decree or settlement 
agreement entered in connection with this proceeding, is a debt for the violation by Respondent 
of the federal securities laws or any regulation or order issued under such laws, as set forth in 
Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19). 
By the Commission. 
Brent J. Fields  
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934  

Release No. 84850 / December 18, 2018 

ACCOUNTING AND AUDITING ENFORCEMENT  

Release No. 4004 / December 18, 2018 

ADMINISTRATIVE PROCEEDING  

File No. 3-18939 

In the Matter of 

Takeshi “Tyrone” Uonaga 

Respondent. 

ORDER INSTITUTING PUBLIC 

ADMINISTRATIVE AND CEASE-AND-DESIST 

PROCEEDINGS PURSUANT TO SECTIONS 4C 

AND 21C OF THE SECURITIES EXCHANGE 

ACT OF 1934 AND RULE 102(e) OF THE 

COMMISSION’S RULES OF PRACTICE, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASE-AND-

DESIST ORDER 
 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate that 

public administrative and cease-and-desist proceedings be, and hereby are, instituted against 

Takeshi “Tyrone” Uonaga (“Uonaga” or “Respondent”), pursuant to Sections 4C and 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”) and Rule 102e(1)(iii) of the Commission’s 

Rules of Practice.
1
 

II. 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”), which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 

these proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Public Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 

Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, 

                                                 
1
  Rule 102(e)(1)(iii) provides, in pertinent part, that: 

 The Commission may . . . deny, temporarily or permanently, the privilege of appearing or practicing before 

it . . . to any person who is found...to have willfully violated, or willfully aided and abetted the violation of 

any provision of the Federal securities laws or the rules and regulations thereunder. 



2 

 

Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as 

set forth below. 

III. 

On the basis of this Order and Respondent’s Offer, the Commission finds
2
 that: 

Summary  

1. This matter concerns accounting, books and records, internal accounting controls 

and reporting violations involving Panasonic Corporation (“Panasonic”) and Takeshi “Tyrone” 

Uonaga, the Chief Financial Officer of Panasonic’s wholly-owned subsidiary, Panasonic 

Avionics Corporation (“PAC”). In July 2012, PAC improperly recognized approximately $82 

million in revenue from a contract with one of its largest customers, a state-owned airline 

(“Government Airline”), by backdating the contract to indicate that it had been signed prior to 

the quarter ending June 30, 2012. Although Uonaga was aware that a signed contract was 

necessary to recognize revenue and that the contract had not been signed prior to the end of the 

quarter, Uonaga provided a false certification and management representation letter to PAC’s 

external auditor stating that PAC’s financial statements for the quarter had been prepared in 

conformity with prevailing audit standards and that there were no deficiencies concerning PAC’s 

internal accounting controls and books and records. 

2. By engaging in this conduct, Uonaga knowingly circumvented PAC’s internal 

accounting controls concerning revenue recognition and caused the company’s books and 

records to contain false information. Also as a result of his conduct, Uonaga caused Panasonic to 

violate the books and records, internal accounting controls, and reporting provisions of the 

securities laws. PAC’s financial results – including the improperly recognized revenue – were 

incorporated into Panasonic’s books and records and consolidated financial statements for that 

quarter and included in financial statements Panasonic filed with the Commission. As a result of 

Uonaga’s actions, Panasonic falsely recorded revenue on its books and records, failed to 

maintain reasonable internal accounting controls, and filed a materially false report with the 

Commission. 

Respondent 

3. Takeshi “Tyrone” Uonaga, age 55, was PAC’s Chief Financial Officer (“CFO’) 

from June 2012 through April 2016. During that period, Uonaga also held a concurrent position 

at Panasonic within the accounting group for Panasonic’s AVC Networks Company business 

segment (“AVC Networks”). Uonaga was employed in Panasonic finance since graduating from 

a Japanese University in 1986, including holding CFO positions in Panasonic’s U.K. and 

Germany subsidiaries. Panasonic terminated Uonaga in February 2018. 

 

                                                 
2
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding. 



3 

 

Other Relevant Entities 

4. Panasonic Corporation is a multinational corporation, headquartered in Osaka, 

Japan. During the relevant period, Panasonic’s global business was organized into eight business 

segments, including AVC Networks. PAC was part of AVC Networks. Panasonic’s securities 

were registered with the Commission pursuant to Section 12(b) of the Exchange Act until April 

22, 2013, and its American Depositary Shares traded on the New York Stock Exchange under 

the ticker “PC.” From May 1, 2015 through June 20, 2016, Panasonic’s securities were registered 

with the Commission pursuant to Section 12(g) of the Exchange Act. During the periods when 

Panasonic securities were registered with the Commission, Panasonic was required to file or 

furnish periodic reports with the Commission pursuant to Section 15 of the Exchange Act. 

5. Panasonic Avionics Corporation is a wholly-owned subsidiary of Panasonic’s 

North American subsidiary and is a Delaware corporation headquartered in Lake Forest, 

California. PAC designs, engineers, manufactures, sells and installs in-flight entertainment 

systems (“IFE”) and global communication services (“GCS”) to airlines, aircraft leasing 

companies, and airplane manufacturers worldwide. Panasonic managed PAC through AVC 

Networks and certain PAC officers, including Uonaga, also held concurrent titles at Panasonic. 

During the relevant period, PAC’s books and records and financial accounts were consolidated 

into Panasonic’s books and records and reported on Panasonic’s consolidated financial 

statements, which were filed or furnished with the Commission and reported to investors. 

FACTS  

6. During the time its securities were registered with the Commission, Panasonic 

filed or furnished periodic reports with the Commission containing Panasonic’s consolidated 

financial statements. The consolidated financial statements incorporated financial information 

(e.g., net sales, pre-tax income, net income) of its numerous subsidiaries, including PAC. 

Panasonic reported to its shareholders that the company’s consolidated financial statements were 

prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). 

7. Uonaga began working as PAC’s CFO in June 2012.  In that role, Uonaga 

oversaw the personnel and operations of PAC’s finance department and was responsible for the 

integrity and operation of PAC finances, including deciding whether revenue could be 

recognized in a particular fiscal quarter. He was also responsible for ensuring that PAC devised, 

maintained and followed a system of internal accounting controls in order to assure that PAC’s 

financial statements – and therefore Panasonic’s financial statements – were prepared in 

conformity with GAAP. 

8. As CFO, Uonaga communicated regularly with his supervisors and other 

accounting staff at Panasonic (within AVC Networks) regarding PAC’s financial results and the 

general status of PAC’s finances. These communications between Uonaga and his supervisors 

and financial personnel at Panasonic included whether PAC would recognize and report revenue 

at or above the forecasts made by PAC. 

 

 



4 

 

Revenue Recognition of Amendment Six 

9. Under GAAP, Accounting Standards Codification 605-10-25-1, Revenue 

Recognition, provides that revenue should not be recognized until it is realized or realizable and 

earned. PAC's revenue recognition policy, consistent with GAAP, set forth four requirements 

that must generally be met before revenue could be realized and earned: 1) persuasive evidence 

of an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller's 

price to the buyer is fixed or determinable; and 4) collectability is reasonably assured. 

10. Based on PAC's revenue recognition policy, and its customary business practice 

of requiring a written sales agreement from customers such as the Government Airline, it could 

not recognize revenue for a quarter unless, among other requirements, a contract was signed by 

the customer prior to the end of the quarter in which the revenue was recognized. Furthermore, 

PAC and Uonaga were repeatedly advised by PAC’s external auditor (“Auditor”), that a signed 

contract was necessary to recognize revenue from customers such as the Government Airline. 

11. In June 2012, PAC and the Government Airline were negotiating an amendment 

to an existing contract between the parties to provide for additional business (“Amendment 

Six”), but were unable to reach agreement on all of the terms of the amendment. While the 

negotiations were ongoing and it appeared that Amendment Six would not be signed by the end 

of June, PAC sought the advice of the Auditor about options to satisfy the requirement that 

persuasive evidence of an agreement existed. Consistent with the Auditor’s prior advice, and 

PAC’s past practice in accounting for agreements with the Government Airline, the Auditor 

advised PAC that PAC could recognize revenue from Amendment Six in the quarter ending 

June 30, 2012 (“First Quarter”) if the agreement was signed prior to the end of June 2012. 

12. Throughout June 2012, PAC and the Government Airline continued to negotiate 

the terms of Amendment Six, including the number of aircraft to be included in the contract. The 

pricing for the IFE equipment was dependent upon the number of aircraft included in the 

amendment, as well as certain engineering costs, and discounts requested by the Government 

Airline. The parties were engaged in such negotiations when Uonaga became PAC’s CFO in 

early June 2012.  Uonaga did not take part in the negotiations, but was apprised of the progress 

of those negotiations.  

13. PAC’s senior executives, including Uonaga, understood that recognizing revenue 

from Amendment Six in the First Quarter was important to Panasonic. For example, on June 23, 

2012, a Panasonic executive who also served as a senior PAC executive told Uonaga and another 

PAC senior executive that failing to recognize revenue from Amendment Six “is a big problem 

for all of us.” Similarly, on June 25, 2012 a Panasonic accounting employee told Uonaga that “it 

will be a big problem if this contract fails to be signed.” 

14. While the negotiations of Amendment Six were ongoing, Uonaga communicated 

with the Auditor regarding the rules applicable to revenue recognition. The Auditor provided 

Uonaga and another PAC executive with accounting literature that explained the four criteria for 

revenue recognition. The Auditor further noted that, in light of PAC’s customary business 

practice with the Government Airline to enter into a signed, written agreement, PAC could not 



5 

 

recognize revenue in the First Quarter unless the Government Airline signed Amendment Six by 

the end of the quarter. 

15. On June 28, 2012, a PAC contracts manager advised Uonaga that an executive at 

the Government Airline had approved Amendment Six, and that the contract was being presented 

to another executive for signature.  When asked whether PAC had everything it needed to 

recognize the revenue for Amendment Six in the First Quarter, a PAC finance employee emailed 

Uonaga and others at PAC that: “We are good to go as soon as we have the ink on the paper.” 

16. The next day, on June 29, 2012, Uonaga informed his supervisor and an 

accounting colleague at Panasonic that the Government Airline had agreed to the terms of 

Amendment Six, but that PAC could not recognize the revenue without obtaining a signed 

contract. 

17. On July 1, 2012, PAC’s contracts manager advised several PAC executives, 

including Uonaga, that Amendment Six was “still not signed” by the Government Airline. That 

same day, a PAC finance employee also advised Uonaga that Amendment Six still was unsigned. 

18. Uonaga then advised accounting staff at Panasonic that the Government Airline 

had not yet signed Amendment Six. In response, a Panasonic accounting executive voiced 

concern regarding whether the Auditor would approve recognition of revenue for Amendment 

Six without a signed contract. 

19. On July 2, 2012, the Government Airline advised PAC that it had signed 

Amendment Six, but refused to provide a copy of the executed contract because the Government 

Airline wanted additional discounts. 

20. That same day, Uonaga reported to his supervisor at Panasonic that Amendment 

Six had been signed and that PAC would record the revenue for June. He also relayed that the 

Government Airline had sought additional discounts and it would not release the signed contract 

to PAC until the issue was resolved. 

21. On July 3, 2012, the Government Airline provided PAC with an executed, but 

undated, signature page for Amendment Six.  Uonaga did not personally receive this document, 

but was aware that PAC received it on July 3, 2012.  PAC’s contracts manager then caused the 

signature page for the Government Airline to be dated June 28, 2012, even though he and other 

PAC employees and executives, including Uonaga, knew that it was not signed on that date and 

that the Government Airline was still seeking additional pricing discounts. 

Uonaga Misled PAC’s Auditor 

22. Thereafter, PAC sought to persuade the Auditor that Amendment Six revenue 

could be recognized in the First Quarter, despite the fact that neither PAC nor the Government 

Airline had signed the agreement before the end of the quarter.  Several PAC employees falsely 

represented to the Auditor, with Uonaga’s knowledge, that Amendment Six had been signed by 

the Government Airline on June 28, 2012.  Uonaga told a Panasonic accounting employee that 

the Auditor had initially determined that PAC should not include the revenue in the First Quarter, 



6 

 

but that PAC had convinced the Auditor using, , a 

Japanese phrase which is subject to differing translations including, “tweaks and tricks.”  

 

23. In mid-July 2012, PAC provided the Auditor with a Consolidation Package which 

included PAC’s financial statements for the First Quarter. PAC included over $82 million of 

improperly recognized revenue from Amendment Six in these financial statements. 

24. In addition, as PAC’s CFO, Uonaga provided the Auditor with an annual 

certification of PAC’s financial statements, known as a “subcertification” for Panasonic’s fiscal 

year 2013. Uonaga also provided the Auditor with a management representation letter for the 

First Quarter confirming that the financial statements had been prepared in accordance with 

GAAP and the company did not have any deficiencies concerning its books and records and its 

internal financial controls. 

25. The Auditor relied on the subcertification and management representation letter 

provided by Uonaga as part of the normal course of its audit of the company and for the 

preparation of PAC’s financial statements, which were incorporated into Panasonic’s financial 

statements and subsequently included in Panasonic’s filings with the Commission for the First 

Quarter. 

26. At no time did Uonaga disclose to the Auditor, or direct anyone else to disclose, 

that Amendment Six was backdated in order to improperly recognize revenue in the First 

Quarter, the falsification of PAC’s and Panasonic’s books and records, or PAC and Panasonic’s 

lack of sufficient internal accounting controls concerning revenue recognition. 

27. Instead, Uonaga provided a false subcertification and management letter to the 

Auditor. For example, in the annual subcertification, Uonaga falsely stated that “no deficiencies 

have been identified and the internal control [sic] over financial reporting have effectively 

functioned.” Similarly, in the quarterly management representation letter, Uonaga falsely stated 

that the information provided to the Auditor was in conformity with US GAAP, that “there are 

no material transactions that have not been properly recorded in the accounting records,” and that 

“[t]here are no significant deficiencies or material weaknesses in the design or operation of 

internal controls over financial reporting.” 

28. Subsequently, PAC’s financial results for the First Quarter – including 

approximately $82 million of improperly recognized revenue and associated pre-tax income of 

$38.5 million and net income of $22.4 million – were incorporated into Panasonic’s books and 

records and consolidated financial statements for the First Quarter. 

29. Panasonic’s financial results and consolidated financial statements for the First 

Quarter were reported on Forms 6-K filed with the Commission on or about August 2, 2012, and 

on or about August 21, 2012. As a result of Uonaga’s conduct, Panasonic misstated pre-tax 

income by at least $38.5 million or 9%, and net income by at least $22.4 million or 16%, in the 

consolidated financial statements for the First Quarter furnished with its Forms 6-K. 

 



7 

 

30. In addition, Panasonic failed to maintain internal accounting controls reasonably 

designed to ensure that transactions were recorded as necessary to permit preparation of financial 

statements in conformity with generally accepted accounting principles, and to make and keep 

books, records, and accounts, which fairly reflected the transactions and disposition of 

Panasonic’s assets. 

31. By engaging in this conduct, Uonaga knowingly circumvented PAC’s internal 

accounting controls concerning revenue recognition and caused the company’s books and 

records to contain false information. Uonaga also caused Panasonic to violate the books and 

records, internal accounting controls, and reporting provisions of the federal securities laws by 

circumventing the company’s internal accounting controls concerning revenue recognition, 

thereby causing Panasonic to improperly record revenue from Amendment Six in the First 

Quarter. That revenue, in turn, was improperly reported by Panasonic in its consolidated 

financial statements filed with the Commission in August 2012, which resulted in the company 

violating the reporting provisions of the federal securities laws. 

LEGAL STANDARDS AND VIOLATIONS 

32. As a result of the conduct described above, the Commission finds that Uonaga 

willfully violated Section 13(b)(5) of the Exchange Act, which states that no person shall 

knowingly circumvent or knowingly fail to implement a system of internal accounting controls 

or knowingly falsify any book, record or account. 

33. As a result of the conduct described above, the Commission finds that Uonaga 

willfully violated Rule 13b2-1, which states that no person shall, directly or indirectly, falsify or 

cause to be falsified, any book, record, or account subject to section 13(b)(2)(A) of the Exchange 

Act, and Rule 13b2-2 of the Exchange Act, which states, in relevant part, that no director or 

office of an issuer shall, directly or indirectly: (1) make or cause to be made a materially false or 

misleading statement to an accountant in connection with; or (2) omit to state, or cause another 

person to omit to state, any material fact necessary in order to make statements made, in light of 

the circumstances under which such statements were made, not misleading, to an accountant in 

connection with: (i) any audit, review or examination of the financial statements of the issuer 

required to be made pursuant to this subpart; or (ii) the preparation or filing of any document or 

report required to be filed with the Commission pursuant to this subpart or otherwise. 

34. As a result of the conduct described above, the Commission finds that Uonaga 

caused Panasonic to violate Section 13(b)(2)(A) of the Exchange Act, which requires issuers that 

have a class of securities registered pursuant to Section 12 of the Exchange Act and issuers with 

reporting obligations pursuant to Section 15(d) of the Exchange Act to make and keep books, 

records, and accounts which, in reasonable detail, accurately and fairly reflect their transactions 

and disposition of their assets. 

35. As a result of the conduct described above, the Commission finds that Uonaga 

caused Panasonic to violate Section 13(b)(2)(B) of the Exchange Act, which requires issuers that 

have a class of securities registered pursuant to Section 12 of the Exchange Act and issuers with 

reporting obligations pursuant to Section 15(d) of the Exchange Act to devise and maintain a 

system of internal accounting controls sufficient to provide reasonable assurances that 



8 

 

(i) transactions are executed in accordance with management’s general or specific authorization; 

(ii) transactions are recorded as necessary (I) to permit preparation of financial statements in 

conformity with generally accepted accounting principles or any other criteria applicable to such 

statements, and (II) to maintain accountability for assets; (iii) access to assets is permitted only in 

accordance with management’s general or specific authorization; and (iv) the recorded 

accountability for assets is compared with the existing assets at reasonable intervals and 

appropriate action is taken with respect to any differences. 

36. As a result of the conduct described above, the Commission finds that Uonaga 

caused Panasonic to violate Section 13(a) of the Exchange Act and Rules 13a-16 and 12b-20 

thereunder. Section 13(a) requires issuers to file periodic and other reports as the Commission 

may prescribe and in conformity with such rules as the Commission may promulgate. Rule 13a-

16 of the Exchange Act requires each foreign private issuer to furnish information on Form 6-K 

as specified in the Rule. Rule 12b-20 of the Exchange Act requires that the reports contain such 

further material information, if any, as may be necessary to make the required statements, in light 

of the circumstances under which they are made not misleading. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

Accordingly, it is hereby ORDERED that: 

A Pursuant to Section 21C of the Exchange Act, Uonaga cease and desist 

from committing or causing any violations and any future violations of Exchange Act Sections 

13(a), 13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) [15 U.S.C. §§ 78m(a), 78m(b)(2)(A), 78m(b)(2)(B) 

and 78m(b)(5)] and Rules13b2-1, 13b2-2, 12b-20, and 13a-16, thereunder [17 C.F.R. §§ 

240.12b-20, 240.13a16, 240.13b2-1 and 240.13b2-2]. 

B Uonaga is denied the privilege of appearing or practicing before the 

Commission as an accountant. 

C After five (5) years from the date of this order, Uonaga may request that 

the Commission consider his reinstatement by submitting an application (attention: Office of the 

Chief Accountant) to resume appearing or practicing before the Commission as an accountant. 

D Respondent shall, within ten (10) days of the entry of this Order, pay a 

civil money penalty in the amount of $50,000 to the Securities and Exchange Commission for 

remission to the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717. Payment 

must be made in one of the following ways: 

 

 



9 

 

(1) Respondent may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request; 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center 
Accounts Receivable Branch  
HQ Bldg., Room 181, AMZ-341  
6500 South MacArthur Boulevard  
Oklahoma City, OK 73169. 

Payments by check or money order must be accompanied by a cover letter identifying Panasonic 

as Respondent in these proceedings, and the file number of these proceedings. A copy of the 

cover letter and check or money order must be sent to Charles Cain, Chief, FCPA Unit, Division 

of Enforcement, Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 

20549.  

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and 

admitted by Respondent, and further, any debt for civil penalty or other amounts due by 

Respondent under this Order or any other judgment, order, consent order, decree or settlement 

agreement entered in connection with this proceeding, is a debt for the violation by Respondent 

of the federal securities laws or any regulation or order issued under such laws, as set forth in 

Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19). 

By the Commission. 

Brent J. Fields  

Secretary