MacRumors report the correspondence between Apple and the U.S. Securities and Exchange Commission (SEC) that happened after Apple entered an undisclosed license agreement with Nokia in June, after the patent litigation that happened previously.
Back then all we knew was that Apple will pay a one time sun to Nokia, followed by royalty based on devices infringing on Nokia patents. We now have the letters between SEC and Apple, where SEC tells Apple to disclose the terms of the settlement agreement.
The first letter was sent to Apple in June asking for details about the license agreement reached with Nokia.
“We note various news articles discussing the patent litigation settlement between Nokia and Apple. Supplementally tell us the amount and terms of such settlement agreement, any amounts accrued, the periods in which they were recognized, and the timeline of the negotiations with Nokia that led to the June settlement agreement. Also, tell us how you considered including a discussion regarding this matter in your MD&A [Management Discussion and Analysis] disclosures and financial statement footnotes, including disclosure of a reasonably possible range of loss in excess of amounts accrued. Further, tell us how considered disclosing this event in a Form 8-K or tell us how you determined that such disclosure was not necessary.”
In July Apple responded to the above letter stating that it was Apple that requested confidential treatment of the documents. This request was based on the commercially sensitive nature of the matter. This means that the information will be available to the public.
Then SEC then answered to Apple’s letter by the following:
“Please describe in further detail the terms, arrangements, obligations and rights associated with the Settlement Agreement and Patent License Agreement entered into between the company and Nokia. Also, describe for us each element of these Agreements (i.e. settlement portion, past usage, future usage, etc.)”
On August Apple responded with a long letter that included the disclosure of the licensing agreement. However, there are a lot of the documents that are still confidential. Although not all the information was available it was still enough for the SEC to complete their review, and they replied with:
Dear Mr. Oppenheimer:
We have completed our review of your filings. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filings and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings include the information of the Securities Exchange Act of 1934 and all applicable rules require.