8-KRegulation FDExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Dec 6, 2016)

Filed December 6, 2016For Securities:WDC

Summary

Western Digital Corporation (WDC) filed an 8-K on December 6, 2016, primarily to disclose two significant announcements via press releases. First, the company updated its financial expectations for the second fiscal quarter of 2017, which was set to end on December 30, 2016. While the specifics of these updated expectations are not detailed within the 8-K itself, the filing indicates a material event requiring immediate disclosure to the market. Second, and perhaps more strategically important for the long term, WDC announced the signing of a definitive royalty-bearing agreement with Samsung Electronics Co. Ltd. This agreement renews a crucial cross-license for intellectual property related to storage technologies, originally established between SanDisk (now an indirect wholly owned subsidiary of WDC) and Samsung in 2009. This renewed license is vital for both companies' ongoing operations and future product development in the competitive storage market.

Key Highlights

  • 1WDC issued an 8-K filing on December 6, 2016, to report material events.
  • 2The company provided updated financial expectations for its second fiscal quarter of 2017 (ending December 30, 2016).
  • 3WDC announced a renewed, royalty-bearing Cross-License Agreement with Samsung Electronics Co. Ltd.
  • 4The renewed agreement pertains to intellectual property originally established between SanDisk and Samsung in 2009.
  • 5SanDisk is an indirect wholly owned subsidiary of Western Digital.
  • 6The filing incorporates two press releases by reference, detailing the updated expectations and the Samsung agreement.
  • 7The information provided is considered Regulation FD Disclosure and is not deemed 'filed' for certain SEC liability purposes.

Frequently Asked Questions

The main purpose of this 8-K filing was to announce two key pieces of information to the public: updated financial expectations for Western Digital's second fiscal quarter of 2017 and the renewal of a significant intellectual property cross-license agreement with Samsung Electronics.

The renewed license agreement with Samsung is crucial because it ensures continued access to essential intellectual property for both companies in the highly competitive storage market. This stability in IP rights is vital for ongoing product development, manufacturing, and market presence, reducing potential legal entanglements and supporting future revenue streams for Western Digital.

No, the 8-K filing itself does not provide the specific details of the updated financial expectations for the second fiscal quarter of 2017. It states that the company issued a press release announcing these updates, and that press release (Exhibit 99.1) is incorporated by reference. Investors would need to refer to that press release for the specific financial figures and guidance.

A 'royalty-bearing' agreement means that Western Digital (or its subsidiary SanDisk) will be paying Samsung, or vice-versa, based on the usage of licensed intellectual property. This is a standard commercial arrangement in technology licensing, indicating a mutually beneficial exchange of technology rights, and the terms of these royalties can impact profitability.