Gen Digital (GEN) 10-K/A risk factor changes: FY2015 vs FY2014

For the Fiscal Year Ended [removed: March 28, 2014][added: April 3, 2015]

Aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of Symantec common stock on [removed: September 27, 2013] [added: October 3, 2014] as reported on the Nasdaq Global Select Market: [removed: $17,261,356,899.][added: $16,119,850,545.]

Number of shares outstanding of the registrant’s common stock as of July 1, [removed: 2014: 692,669,767][added: 2015: 684,165,721]

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#tx760329_1)] [added: Governance](#tx57638_1)] | | | 3 | |

| [Item 11. Executive [removed: Compensation](#tx760329_2)] [added: Compensation](#tx57638_2)] | | | 11 | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx760329_3)] [added: Matters](#tx57638_3)] | | | [removed: 42] [added: 38] | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#tx760329_4)] [added: Independence](#tx57638_4)] | | | [removed: 43] [added: 40] | |

| [Item 14. Principal Accountant Fees and [removed: Services](#tx760329_5)] [added: Services](#tx57638_5)] | | | [removed: 45] [added: 41] | |

This Amendment No. 1 on Form 10-K/A supplements our Annual Report on Form 10-K for the year ended [removed: March 28, 2014,] [added: April 3, 2015,] which we filed with the Securities and Exchange Commission on May [removed: 16, 2014] [added: 22, 2015] (the “Original Filing”).

| | • | | 31.03 Rule 13a-14(a)/15d-15(a) certification of the [removed: interim] President and Chief Executive Officer |

Except as described above, no other amendments are being made to our annual report on Form 10-K filed on May [removed: 16, 2014.][added: 22, 2015.]

10-K/A 1 d57638d10ka.htm FORM 10-K/A

For the Fiscal Year Ended April 3, 2015

| [Signatures](#tx57638_6) | | | 43 | |

10-K/A 1 d760329d10ka.htm AMENDMENT NO. 1 TO FORM 10-K

| [Signatures](#tx760329_6) | | | 46 | |

We are also re-filing the list of our significant subsidiaries, filed as Exhibit 21.01 to the Original Filing to add additional subsidiaries.

[removed: The information provided under “Director Qualifications” below each of] [added: In addition to] the brief biographical descriptions set forth under “Our Board of Directors” [removed: below includes] [added: below, we include under “Director Qualifications”] the key individual attributes, experience and skills of each of our directors that led to the conclusion that each director should serve as a member of the board of directors at this time.

Our Board currently consists of nine directors, each of whom is nominated and standing for election at our [removed: 2014] [added: 2015] Annual Meeting of Stockholders (the “Annual Meeting”).

The names of each nominee for director, their ages as of July 1, [removed: 2014,] [added: 2015,] and other information about each nominee are shown below.

| Michael A. Brown | | | [removed: 55] [added: 56] | | | [removed: Interim] President and Chief Executive Officer | | | 2005 | |

| Frank E. Dangeard | | | [removed: 56] [added: 57] | | | Managing Partner, Harcourt | | | 2007 | |

| Geraldine B. Laybourne | | | [removed: 67] [added: 68] | | | Chairman of the Board, [removed: Defy Media, LLC] [added: Kandu] | | | 2008 | |

| David L. Mahoney | | | [removed: 60] [added: 61] | | | Director | | | 2003 | |

| Anita M. Sands | | | [removed: 38] [added: 39] | | | Director | | | 2013 | |

| V. Paul Unruh | | | [removed: 65] [added: 66] | | | Director | | | 2005 | |

| Suzanne M. Vautrinot | | | [removed: 54] [added: 55] | | | President, Kilovolt Consulting Inc. | | | 2013 | |

Brown_ has served as our [removed: interim] President and Chief Executive Officer since [removed: March] [added: September] 2014 and as a member of our Board since July 2005, following the acquisition of Veritas.

He has previously served as a director of a variety of public companies, including Digital Impact, Maxtor [removed: Corporation and] [added: Corporation,] Nektar [removed: Therapeutics.][added: Therapeutics and Quantum Corporation.]

| | • | | _Industry and Technology Experience_ – former Chief Executive Officer and Chairman of Quantum Corporation; [removed: current member of the board of directors of Quantum Corporation;] former member of the board of directors of [added: Quantum Corporation,] Equal Logic and Digital Impact. |

| | • | | _Leadership [removed: Experience_ –] [added: Experience_–] former Chairman of Line 6, Inc. and former Chief Executive Officer and Chairman of Quantum Corporation. |

[added: Prior to] that, Mr. Dangeard was a lawyer with Sullivan & Cromwell LLP, in New York and London.

She has been the Chairman of the Board of [removed: Defy Media, LLC, a media company, since November 2010 and] Kandu, a children’s software company, since April [removed: 2013.][added: 2013, and was acting Chief Executive Officer from October 2014 to May 2015.]

Ms. Laybourne is also a member of the board of directors of [removed: a] [added: three] private [removed: company] [added: companies] in addition to [removed: Defy Media and] Kandu.

| | • | | _Financial Experiences_ – former roles at McKesson HBOC, serves on the Audit Committee of Corcept Therapeutics, the [removed: Investment] [added: Audit and Valuation] Committee of the Schwab/Laudus fund family and served on the Audit Committee of Tercica Incorporated. |

[removed: Mr. Miller] [added: He] is [added: also] the Chairman of the Board of [removed: American International Group (AIG), an insurance and financial services organization, and] MidOcean Partners, a private equity firm specializing in leveraged buyouts, recapitalizations and growth capital investments in middle-market companies.

[removed: Mr. Miller] [added: He] served as Executive Chairman of Delphi Corporation, an auto parts supplier from January 2007 until November 2009 and as Chairman and Chief Executive Officer from July 2005 until January 2007.

Mr. Miller is also a member of the board of directors of [added: AIG, WL Ross Holding Corp. and] two private companies in addition to [removed: AIG and] MidOcean Partners.

| | • | | _Global Experience_ – [added: Former] Chairman of AIG; former Chief Executive Officer of Hawker Beechcraft, Inc.; former Chief Executive Officer of Delphi Corporation and former Vice Chairman of Chrysler Corporation. |

| | • | | _Leadership Experience_ – Chairman of [removed: AIG and] Mid Ocean Partners; former [added: Chairman of AIG; former] Chief Executive Officer of Hawker Beechcraft, Inc.; former Chairman and Chief Executive Officer of Delphi Corporation; former Chairman and Chief Executive Officer of Federal Mogul Corporation; and former Chairman and Chief Executive Officer of Bethlehem Steel Corporation. |

| | • | | _Financial Experiences_ – [removed: serves on the Audit Committee of AIG;] former Chief Financial Officer of Chrysler Corporation; and served on the Audit Committees of [added: AIG,] UAL Corporation, Reynolds American, Waste Management, U.S. Bancorp, Federal Mogul Corporation and Pope & Talbot. |

[added: Ms. Sands is on the board of directors of ServiceNow, Inc.] She received a bachelor’s degree in physics and applied mathematics from The Queen’s University of Belfast, Northern Ireland, a doctorate in atomic and molecular physics from The Queen’s University of Belfast, Northern Ireland and a master’s degree of science in public policy and management from Carnegie Mellon University.

[removed: Mr. Schulman has] [added: Previously, he] served as Group President, Enterprise Group of American Express, a financial products and travel-related services provider, [removed: since] [added: from] August [removed: 2010.][added: 2010 to September 2014.]

| | • | | _Industry and Technology Experience_ – [added: President and Chief Executive Officer of PayPal; former] Group President, Enterprise Group of American Express and former Chief Executive Officer and Chief Operating Officer of priceline.com. |

| | • | | _Leadership Experience_ – [added: President and Chief Executive Officer of PayPal; former] Group President, Enterprise Group of American Express, former President, Prepaid Group of Sprint Nextel Corporation, former Chief Executive Officer of Virgin Mobile USA and former Chief Executive Officer and Chief Operating Officer of priceline.com. |

| | • | | _Business Combinations and Partnerships [removed: Experience_ –] [added: Experience –_ President and Chief Executive Officer of PayPal;] former Chief Executive Officer of Virgin Mobile USA. |

| | • | | _Financial Experiences_ – [added: President and Chief Executive Officer of PayPal; former] Group President, Enterprise Group of American Express, former President, Prepaid Group of Sprint Nextel Corporation, former Chief Executive Officer of Virgin Mobile USA and former Chief Executive Officer and Chief Operating Officer of priceline.com. |

He is a member of the board of directors of [removed: Move, Inc.,] Heidrick & Struggles International, Inc., [removed: URS Corporation,] and three private companies.

| | • | | _Public Company Board Experience_ – serves on the [removed: boards] [added: board] of [removed: Move, Inc.,] Heidrick & Struggles International Inc., and [added: served on the boards of Move, Inc. and] URS Corporation |

| | • | | _Business Combinations and Partnerships Experience_ – former board member of Veritas [added: Corporation, Move, Inc. and URS] Corporation. |

| | • | | _Financial Experiences_ – a certified public accountant; former Chief Financial Officer, Treasurer and Controller of Bechtel Group, Inc.; former President of Bechtel Enterprises; and serves on the Audit Committees of [removed: Move, Inc. and] Heidrick & Struggles International, Inc. [added: and served on the Audit Committee of Move, Inc.] |

[removed: Ms. Vautrinot] [added: She] retired from the United States Air Force in October 2013 after over 30 years of service.

Ms. Vautrinot is a member of the board of directors of Ecolab, [removed: Inc.] [added: Inc., Wells Fargo & Company] and a [removed: non-profit organization.][added: private company.]

She received a bachelor of science degree from the U.S. Air Force Academy, a master’s degree in systems management from University of Southern California, [removed: graduated from the] [added: and completed] Air Command and Staff College [removed: and] [added: as well as] Air War [removed: College, and was a National Security Fellow at Harvard University.][added: College.]

| | • | | _Public Company Board Experience_ – serves on the board of Ecolab, Inc. [added: and Wells Fargo & Company.] |

| _Global Expertise_ | | [added: ü] | | ü | | | | | | ü | | ü | | | | ü | | ü |

| _Financial Expertise_ | | ü | | ü | | | | ü | | ü | | ü | | ü | | ü | | [added: ü] |

| Robert S. Miller | | | 73 | | | President and CEO, International Automotive Components Group | | | 1994 | |

| Daniel H. Schulman | | | 57 | | | President and CEO, PayPal Holdings, Inc. | | | 2000 | |

He previously served as our interim President and Chief Executive Officer from March 2014 to September 2014.

| | • | | _Global Experience_ – President and Chief Executive Officer of Symantec Corporation. |

Ms. Laybourne was the Chairman of the Board of Defy Media, LLC, a media company, from November 2010 to April 2015.

Mr. Miller is President and CEO, International Automotive Components (IAC) Group, a global supplier of automotive components and systems.

He served as Chairman of the Board of American International Group (AIG), an insurance and financial services organization, from July 2010 to June 2015.

Mr. Schulman has served as President and Chief Executive Officer of PayPal Holdings, Inc., an online payment system company, since July 2015.

Ms. Vautrinot has been President of Kilovolt Consulting Inc., an advisory firm, since October 2013.

| --- | --- | --- | --- |

| | • | | _Financial Experiences_ – serves on the Audit Committees of Ecolab, Inc. and Wells Fargo & Company. |

| --- | --- | --- | --- |

| Matthew M. Cain | | | 37 | | | Executive Vice President, Veritas Chief Product Officer |

| John B. Gannon | | | 69 | | | Executive Vice President and General Manager, Information Management |

| Adrian M. Jones | | | 49 | | | Executive Vice President, Enterprise Security Worldwide Sales |

| Brett Shirk | | | 48 | | | Executive Vice President, Veritas Worldwide Sales |

| Balaji Yelamanchili | | | 53 | | | Executive Vice President and General Manager, Enterprise Security |

From March 2013 to September 2014, Mr. Cain served as our Senior Vice President, Appliance Solutions, and from February 2012 to February 2013 as Vice President, Product Management, NetBackup.

Prior to joining us, Mr. Cain served in various positions at Cisco Systems, Inc. from July 2000 to January 2012, including most recently as Senior Director, Product Management and Business Development from September 209 to January 2012.

He has a bachelor’s degree in electrical engineering from Northwestern University and a master’s degree in general management from Stanford University Graduate School of Business.

Gannon_ has served as our Executive Vice President and General Manager, Information Management since October 2014.

Prior to joining us, Mr. Gannon was retired since May 2005.

From May 1998 to May 2005, Mr. Gannon served in various senior management positions at Quantum Corporation, a provider of computer storage products, including most recently as President and Chief Operating Officer from November 2003 to May 2005.

He has a bachelor’s degree from the U.S. Air Force Academy and a master’s degree from Southern Illinois University.

Jones_ has served as our Executive Vice President, Enterprise Security Worldwide Sales since March 2015.

From June 2014 to March 2015, he served as our Senior Vice President, Asia Pacific & Japan.

Prior to joining us, he served as Managing Director and Senior Vice President, Asia Pacific at Oracle Corporation from July 2013 to June 2014, and as Senior Vice President, Asia Pacific & Japan Sales from March 2011 to July 2013.

From November 2009 to March 2011, Mr. Jones served as Senior Vice President and General Manager, Asia Pacific & Japan, ESSN at Hewlett-Packard Company, and as Vice President and General Manager, Americas SPO from March 2007 to November 2009.

He has a degree in electronic engineering from Oxford Cherwell College.

_Mr.

_Mr.

Shirk_ has served as our Executive Vice President, Veritas Worldwide Sales since April 2015.

From November 2012 to April 2015, he served as our Senior Vice President, North America, and as Vice President, East Region and Canada from May 2007 to November 2012.

Mr. Shirk also served as our Area Vice President from May 2007 to March 2009.

He has a bachelor’s degree in business administration from Texas A&M University.

_Mr.

_Mr.

Yelamanchili_ has served as our Executive Vice President and General Manager, Enterprise Security since November 2014.

Prior to joining us, Mr. Yelamanchili served as Senior Vice President, Business Analytics and Enterprise Performance Management Products at Oracle Corporation, an enterprise software and systems company, from June 2010 to November 2014.

From July 2006 to June 2010, Mr. Yelamanchili was Senior Vice President and General Manager, Content Management and Archiving at EMC Corporation, a data storage and cloud computing company, and its Vice President and General Manager, Content Management Products from June 2003 to June 2006.

| Robert S. Miller | | | 72 | | | Chairman of the Board, American International Group | | | 1994 | |

| Daniel H. Schulman | | | 56 | | | Group President- Enterprise Growth, American Express | | | 2000 | |

Mr. Brown is a member of the board of directors of Quantum Corporation.

Prior to

Ms. Sands is on the board of directors of ServiceNow, Inc. and a non-profit organization.

| Thomas J. Seifert | | | 50 | | | Executive Vice President and Chief Financial Officer |

He served as a member of our Board from January 2012 to December 2012.

Prior to joining us, Mr. Gillett was Executive Vice President and President, Best Buy Digital, Global Marketing and Strategy of Best Buy Co., Inc., from March 2012 to December 2012.

From May 2008 to March 2012, Mr. Gillett was Executive Vice President, Digital Ventures and Chief Information Officer at Starbucks, Inc. Mr. Gillett served as Chief Information Officer of Corbis Corporation, a digital media company, from May 2006 to May 2008.

Prior to his role at Corbis, Mr. Gillett held senior technology positions with various technology companies including Yahoo!

Inc., CNET Networks and Sun Microsystems, Inc. He received a bachelor’s degree from University of Oregon and a master’s degree in business administration from San Francisco State University.

Garfield and one Form 4 reflecting vesting of shares under a performance-based restricted stock unit grant for each of Stephen E.

Gillett and Scott C.

Taylor were filed late.

This compensation discussion and analysis describes the material elements of Symantec’s executive compensation program for fiscal [removed: 2014.][added: 2015.]

For fiscal [removed: 2014,] [added: 2015,] our named executive officers (“NEOs”) include the following current officers:

| | • | | Michael A. Brown, [removed: interim] President and Chief Executive Officer |

| | • | | Stephen E. Gillett, [added: former] Executive Vice President and Chief Operating Officer |

Our NEOs also include, pursuant to applicable SEC rules, the following former executive [removed: officers:][added: officer:]

| | • | | We reward performance that meets our [removed: performance] [added: predetermined] goals. Our compensation plans do not have guaranteed payout levels, and our named executive officers do not receive any payouts under performance-based cash or equity awards if the goals are not met. [removed: For example, for fiscal 2014, none of our named executive officers received a payout under our FY14 Executive Annual Incentive Plans because we did not meet the threshold level of performance.] Our compensation plans are also capped to discourage excessive or inappropriate [removed: risk taking] [added: risk-taking] by our executive officers. |

| | • | | [removed: We ensure that our] [added: Our] various incentive plans use [removed: multiple] [added: multiple, non-duplicative] measures that correlate to stockholder value, such that no single metric [removed: becomes] [added: is] overly emphasized in determining payouts. |

| | • | | Our peer group consists primarily of businesses with a focus on software [removed: development] [added: development,] or software and engineering-driven companies that compete with us for talent. Our peer group companies are comparable to us in terms of complexity, global reach, revenue and market capitalization. |

| | • | | We limit any potential cash severance payments to [removed: under] [added: not more than] 3x our executive officers’ total target cash compensation. |

_Summary of Compensation Matters During Fiscal [removed: 2014_][added: 2015_]

Business Changes and Performance in Fiscal [removed: 2014][added: 2015]

During fiscal [removed: 2014,] [added: 2015,] we used three core financial operating metrics as well as total shareholder [removed: returns] [added: return] (“TSR”) relative to the S&P 500 to assess company performance and determine incentive compensation amounts earned by our officers.

The operating metrics used in our executive compensation programs are: non-GAAP operating income, [added: non-GAAP] revenue and non-GAAP earnings per share (“EPS”).

These metrics were selected because we believe they are strongly correlated to enterprise value for companies in our sector and [removed: support] [added: promote] the appropriate behaviors for our leadership team [removed: to drive] [added: while driving] company performance.

For a significant portion of the long-term equity incentive compensation component of our [removed: regular annual] [added: core] executive compensation program, we also used two other metrics that more directly align the interests of our executive officers to those of our stockholders: our stock price and TSR ranking for our company as compared to the S&P 500.

In addition, individual performance was a factor in the potential annual incentive awards of our named executive officers, other than our [removed: former] CEO, under our Executive Annual Incentive Plan.

For our [added: fiscal 2015] incentive plans, performance and resulting earning levels are as follows:

| Incentive Plan | | | | Fiscal [removed: 2014] [added: 2015] Performance | | | | Incentive Award Outcome |

[removed: | FY14] [added: For fiscal 2015, the] Executive Annual Incentive Plan [removed: | | • | | Our] [added: was funded by two primary measures:] non-GAAP operating [removed: income(1) was below our threshold level of performance for fiscal 2014 | | • | | Zero funding] [added: income] and [removed: no payouts for our executive officers |][added: non-GAAP revenue.]

| Fiscal [removed: 2014] [added: 2015] PRU Grants | | • | | Our non-GAAP EPS(1) was [removed: 99%] [added: 99.8%] of our targeted performance level of [removed: $1.89] [added: $1.96] for the full fiscal year | | • | | [removed: 98%] [added: 98.3%] of the targeted number of shares are eligible to be earned, subject to modification on final shares earned based on Symantec’s 2- and 3-year relative TSR versus the S&P 500 |

| (1) | Consistent with the presentation in our quarterly earnings releases and supplemental materials, under our executive compensation programs, we define (i) non-GAAP operating income as gross [removed: profits] [added: profit] less operating expenses before interest and taxes, adjusted to exclude stock-based compensation expense, [removed: restructuring and transition charges,] charges related to the amortization of intangible assets, [added: certain other income] and [added: expense items that management considers unrelated to] the [removed: related] [added: Company’s core operations, and the associated income] tax [removed: impact] [added: effects] of [removed: these] [added: the] adjustments; [removed: and] (ii) non-GAAP [added: revenue as adjusted to exclude EDS & NDI settlement; and (iii) non-GAAP] EPS as diluted net income per share as adjusted to exclude the items described above, as well as non-cash interest expense, value-added tax refunds a tax from the China tax bureau, certain other tax benefits, and the related tax impact of these adjustments. |

The following are some important elements of our named executive officers’ compensation for fiscal [removed: 2014:][added: 2015:]

| | • | | Majority of pay mix at risk. For fiscal [removed: 2014,] [added: 2015,] approximately [removed: 91%] [added: 94%] of our [removed: former] CEO’s target total direct compensation was at risk and approximately [removed: 84%] [added: 88%] of the target total direct compensation for our other named executive [removed: officers (other than our interim CEO, CFO, former acting CFO and former interim CFO),] [added: officers,] on average, was at risk. |

| | • | | Short-term incentive compensation linked [removed: exclusively] [added: directly] to Company financial results. Our executive annual incentive [removed: bonus] [added: compensation] was structured to emphasize performance. Under the [removed: FY14] [added: FY15] Executive Annual Incentive Plans, the named executive officers were eligible to receive performance-based incentive [removed: bonuses] [added: cash awards] based on our company’s achievement of targeted non-GAAP operating income for fiscal [removed: 2014, as modified by our company’s achievement of] [added: 2015 and] targeted [added: non-GAAP] revenue during fiscal [removed: 2014.] [added: 2015.] |

| | • | | Long-term incentive compensation is 100% equity-based. [removed: We discontinued using a long-term cash incentive award as a component of our long-term executive compensation program.] For fiscal [removed: 2014,] [added: 2015,] the long-term compensation component of our named executive officers’ compensation packages consisted entirely of long-term equity incentive awards. |

| | • | | Performance measures are non-duplicative. [removed: We eliminated the duplication of the non-GAAP EPS metric in both the cash annual incentive plan and the PRU equity incentive plan.] In fiscal [removed: 2014,] [added: 2015,] the cash annual incentive plan metric [removed: was] [added: were] non-GAAP operating [removed: income,] [added: income and non-GAAP revenue,] which we believe our executives have a more direct ability to affect. |

_“Say on Pay” Advisory Vote on Executive [removed: Compensation_][added: Compensation and Stockholder Engagement_]

[removed: We] [added: Although historically we] have received approximately 98%, 97% and 97% of the votes cast on the advisory vote in favor of our executive compensation [removed: in] [added: (in] fiscal 2011, fiscal 2012 and fiscal 2013, [removed: respectively.][added: respectively), we received approximately 76% of the votes cast in fiscal 2014.]

The [added: results of the most recent advisory vote had no other impact on our compensation decisions and policies for fiscal 2015 and no other material changes have been made to our executive compensation philosophy and programs as the] Board and the Compensation Committee [removed: considered these] [added: deemed the above-referenced vote results were] favorable [removed: outcomes] and [removed: believe they] convey our stockholders’ support of our existing executive compensation philosophy and [removed: programs; therefore, these outcomes did not have a material impact on executive compensation decisions and policies for fiscal 2014.][added: programs.]

_Roles of Our Compensation Committee, [added: Independent Directors,] Executive Officers and Consultants in our Compensation Process_

As part of its engagement in fiscal [removed: 2014,] [added: 2015,] Mercer provided, among other services, advice and recommendations on the amount and form of executive and director compensation.

For example, Mercer evaluated and advised the Compensation Committee on the peer group that the Compensation Committee uses to develop a market composite for purposes of establishing named executive officer pay levels (as described below), the competitiveness of our [removed: director and] executive [added: and director] compensation programs, the design of awards [removed: under] and proposed performance metrics and [added: opportunity] ranges for incentive plans, compensation-related trends and developments in our industry and the broader talent market and regulatory developments relating to compensation practices.

We paid Mercer approximately [removed: $203,500] [added: $236,000] for executive compensation services in fiscal [removed: 2014.][added: 2015.]

In addition, with the Compensation Committee’s approval, management engaged and Symantec paid Mercer and its affiliates for other services, including approximately [removed: $2.057] [added: $3.459] million for other unrelated consulting and business services.

For cash awards, short-term results are measured by [added: annual] non-GAAP operating income, annual [added: non-GAAP] revenue and, for all our named executive officers other than our CEO, individual performance.

A significant portion of equity grants for our named executive officers [removed: other than our CEO] are directly performance based, with base-level grants set by performance versus non-GAAP EPS targets, modified over an extended term by the achievement of the total stockholder return ranking for our company as compared to the S&P 500.

The value [added: to the employee] of the remainder equity grants to our named executive officers [removed: other than our CEO is determined by performance as reflected in our absolute] [added: depends on the] company share [removed: price.][added: price performance.]

Survey data, which we obtain from the Radford Global Technology [removed: Survey and Radford Global Sales] Survey, provides compensation information on a broader group of executives and from a broader group of information technology companies, with positions matched based on specific job scope and responsibilities.

We [removed: particularly] face [added: particularly] intense competition with companies located in the geographic areas where Symantec operates, regardless of specific industry focus or company size.

Further, [added: in part] because we believe that stockholders measure our performance against a wide array of technology peers, the Compensation Committee uses a peer group that consists of a [removed: broader] [added: broad] group of high technology companies in different market segments that are of a comparable size to us.

| | • | | Balaji Yelamanchili, Executive Vice President and General Manager, Enterprise Security |

| | • | | Francis C. Rosch, Executive Vice President, Norton Business Unit |

Fiscal 2015 was a transformative year for our company:

| | • | | After conducting a broad and thorough search, the Board appointed Michael Brown, our then-serving interim President and CEO, the Company’s President and CEO on September 24, 2014. |

| | • | | On October 9, 2014, we announced plans to separate our business into two independent companies: one focused on security and one focused on information management. |

| | • | | We hired five new executives, who bring valuable skills in analytics, backup and recovery software, sales, security, strategy, and human resources. |

| | • | | While undergoing significant leadership transitions and allocating substantial resources to internal initiatives in connection with the separation of our business into two independent companies, we improved our profitability and laid the foundation for future growth by achieving our profitability targets, focusing on returning to growth, and right-sizing our cost structure; |

| | • | | We returned nearly $1.0 billion of cash to our stockholders in fiscal 2015: (a) paying quarterly cash dividends of $0.15 per share of common stock for a total of $413 million to stockholders; and (b) repurchasing 21 million shares of our common stock for an aggregate amount of $500 million. |

| FY15 Executive Annual Incentive Plan | | • | | Our non-GAAP operating income(1) was $1,853 million, which was 97.3% achievement of the targeted performance level; and our non-GAAP revenue was $6,649 million, which was 98.7% achievement of the targeted performance level. | | • | | Our non-GAAP operating income metric funded at 82% of target and non-GAAP revenue funded at 88% of target. |

| | | | | | • | | Our NEOs received strong individual performance ratings that resulted in total payouts of 85% - 119% of targets | |

Based on stockholder feedback, we believe this lower vote was due to the acceleration of all of our former CEO’s performance-contingent stock units (“PCSUs”) upon his termination in March 2014.

In consideration of the results of the most recent advisory vote and direct input from our stockholders, the Board and the Compensation Committee no longer award PCSUs and none of our NEOs’ equity grants accelerate 100% upon termination (except in certain circumstances following a change in control as described in more detail below).

The Compensation Committee did not make any changes to our peer group for fiscal 2015.

| | | | | |

| --- | --- | --- | --- | --- |

|  | | | |  |

We view the meaningfully higher weighting of PRUs for the CEO and lower weighting of base salary as part of total direct compensation, as compared to the weighting for the other NEOs, to be appropriate given both the level of total direct compensation and the broader level of influence over company performance associated with the CEO role.

In negotiating and setting his base salary, the Board roughly targeted the median for CEOs within our peer group for fiscal 2015 and also took into consideration his performance as interim CEO and leadership experience.

Mr. Yelamanchili’s annual base salary was determined outside the Compensation Committee’s annual review process, using different methodology.

In his case, the Compensation Committee targeted an overall compensation level to compete with the overall compensation level he was receiving with his then-current employer, and based on market data for Mr. Yelamanchili’s position and after taking into account his experience, set his annual base salary to $700,000.

Mr. Taylor received a 36.9% increase in base salary as part of his annual review, and to align his base salary with approximately the median of the market based on his experience and contributions.

Mr. Rosch was appointed as our Executive Vice President, Norton Business Unit in connection with our transition to a new organizational structure in connection with the announcement of our plan to separate our business into two independent companies.

In connection with his promotion to this new position, he received a 10% increase in recognition of the increase in his responsibilities.

| | | Change | | FY15 Annual | | | | |

| Michael A. Brown | | n/a | | | 1,000,000 | (1) | | Mr. Brown was appointed President and Chief Executive Officer in September 2014. The Compensation Committee roughly targeted the median for CEOs within our peer group and took into consideration his performance as interim CEO and leadership experience. |

| Thomas J. Seifert | | — | | | 720,000 | | | Mr. Seifert did not receive a base salary increase in fiscal 2015, as it was deemed effective in continuing to achieve the Compensation Committee’s goals for this component of his executive compensation. |

| Balaji Yelamanchili | | n/a | | | 700,000 | (2) | | Mr. Yelamanchili was hired as Executive Vice President and General Manager, Enterprise Security in November 2014. The Compensation Committee deems his salary as competitive and appropriate for his position. |

| Scott C. Taylor | | 36.9% | | | 575,000 | | | Mr. Taylor received a 36.9% increase in base salary as part of his annual review, and to align his base salary with approximately the median of the market based on his experience and contributions. |

| Francis C. Rosch | | 10% | | | 440,000 | (3) | | Mr. Rosch’s base salary increased by 10% in connection with his promotion to Executive Vice President, Norton Business Unit in May 2014. |

| Former Officer | | | | | | | | |

| (1) | Mr. Brown received a salary of $100,000 per month until June 1, 2015 when the Board increased his base salary to $200,000 per month in recognition of his efforts and increased time commitment in his interim President and Chief Executive Officer role during fiscal 2015. This higher base salary was also designed to compensate him for serving without any variable compensation or equity award while he served as interim CEO. Following his appointment as our permanent President and Chief Executive Officer in September 2014, he earned a prorated portion of his $1,000,000 annual base salary for the remainder of fiscal 2015. |

| (3) | Mr. Rosch received a prorated salary of $435,923 in fiscal 2015, as his adjusted salary went into effect following the beginning of fiscal 2015. |

II.

| | | FY15 Target | | | | FY15 Target | | |

| Name of NEO | | % of Base | | | | ($) | | |

| Francis C. Rosch | | | 80 | | | | 352,000 | |

| Former officer | | | | | | | | |

These measures were also used in fiscal 2015 because profitability and growth were strategic priorities as our business underwent its transformative changes as noted in above.

For the non-GAAP operating income and non-GAAP revenue metrics: (a) at the threshold achievement level of 90% of target, the funding level is 40%; (b) above the threshold achievement level, the funding level increases incrementally, up to a funding level of 100% at a target achievement level of 100%; (c) above the target achievement level, funding increases incrementally, up to a cap of a 200% funding based on a maximum achievement level of at least 106.5% of target; and (d) there is zero funding below the threshold achievement level of 90%.

The non-GAAP operating income and non-GAAP revenue metrics are tested and funded independently of each other and are weighted equally.

| --- | --- | --- | --- |

| | • | | Stephen M. Bennett, former President and Chief Executive Officer |

| | • | | James A. Beer, former Executive Vice President and Chief Financial Officer |

| | • | | Francis A. deSouza, former President, Products and Services |

| | • | | Andrew H. Del Matto, former acting Chief Financial Officer and Chief Accounting Officer |

| | • | | Donald J. Rath, former interim Chief Financial Officer, interim Chief Accounting Officer and current Vice President, Tax |

| | • | | The long-term equity incentive component of our former CEO’s compensation package for fiscal 2014 was composed exclusively of performance-contingent stock units (“PCSUs”), which derive their value on the basis of increases in our stock price. |

##### [Table of Contents](#toc)

In fiscal 2014 we implemented a number of operational changes to improve long-term performance and growth for Symantec:

| | • | | We simplified our organizational structure to reduce complexity, remove redundancies, increase the speed of decision making and improve accountability. |

| | • | | We redesigned our sales coverage model by: (i) splitting our direct field sales team into security and information management specialists; (ii) building a dedicated renewals team to focus on extending and broadening our customer relationships; and (iii) redesigning our global channel strategy to focus on building partner competency, rewarding performance and customer satisfaction. |

| | • | | We changed our product offerings by making our point solutions better, and designed new integrated solutions and expanded our offerings by entering into key partnerships to offer solutions that provide multi-tier protection. |

In fiscal 2014, we also experienced significant departures of several of our senior executives, including the following:

| | • | | Stephen M. Bennett, our former President and Chief Executive Officer, was terminated by the Board on March 19, 2014; |

| | • | | James A. Beer, our former Executive Vice President and Chief Financial Officer resigned effective October 8, 2013; |

| | • | | Andrew H. Del Matto, who served as our former acting Chief Financial Officer and Chief Accounting Officer following Mr. Beer’s departure, resigned effective December 31, 2013; and |

| | • | | Francis A. deSouza, our former President, Products and Services resigned effective November 11, 2013. |

In addition to the changes noted above, Donald J.

Rath, our current Vice President, Tax, served as our interim Chief Financial Officer and interim Chief Accounting Officer while we searched for a permanent Chief Financial Officer and Chief Accounting Officer from January 1, 2014 to March 17, 2014.

Despite these changes, we have recruited and are retaining a number of talented executives, and continue operating with a strong team of business and technology leaders, including:

| | • | | Thomas J. Seifert, our Executive Vice President and Chief Financial Officer who joined us on March 17, 2014, brings a wealth of operational and finance experience from a number of global technology companies; |

| | • | | Stephen E. Gillett, our Executive Vice President and Chief Operating Officer, has been key in implementing our operational changes; |

| | • | | Scott C. Taylor, our Executive Vice President, General Counsel and Corporate Secretary, has been a strong leader and business partner throughout Symantec’s transformation; and |

| | • | | We added several new technology executives, who bring valuable skills in holistic information protection product design, integrated IT implementation, cloud infrastructure, eCommerce, and global sales, operations and customer experience. |

Michael A.

Brown, our interim President and Chief Executive Officer, has been instrumental in maintaining continuity and improving the company’s performance as the Board actively searches for a permanent President and Chief Executive Officer.

The Board has retained Russell Reynolds (an executive search firm) to assist them in the search for a permanent chief executive officer who, among other things, understands the technology landscape, has expertise in growing a multi-product business at scale, and has a strong record of collaborative leadership.

We also implemented a capital allocation strategy through which we strengthened our commitment to return excess capital to our stockholders using a combination of quarterly cash dividend payments and share repurchases totaling $918 million, which represented approximately 90% of our free cash flow during fiscal 2014.

We returned a total of $418 million in cash dividends and spent $500 million to repurchase 21 million shares during fiscal 2014.

In fiscal 2014, Symantec delivered revenue of $6.7 billion, a year-over-year decline of 3%.

We attribute this decline to the significant operational changes we implemented in fiscal 2014, including changes to our go-to-market coverage model.

Our non-GAAP net income increased by 8% and non-GAAP diluted earnings per share increased 9% year over year.

As noted above, our fiscal 2014 financial performance was below our expected levels.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | • | | We believe this demonstrates our commitment to paying for performance | |

| Fiscal 2014 PCSU Grant (former CEO only) | | • | | At no point did our 60-day average stock price achieve the minimum earning threshold level of $26.79 | | • | | No shares vested based on performance due to our not achieving the minimum performance hurdle |

| --- | --- |

| | • | | Long-term incentive compensation linked exclusively to share price for former CEO. For fiscal 2014, the long-term incentive compensation component of our former CEO’s compensation package was comprised exclusively of a PCSU grant that was directly tied to increasing our stock price, and thus was designed to reward our CEO for providing tangible value to our stockholders. |

| | • | | Peer group aligned with competitors for talent and similar business models. Based in part on feedback obtained from our ongoing engagement with stockholders and their advisers, the Compensation and Leadership Development Committee of the Board (the “Compensation Committee”) adjusted our peer group to include companies that are more similar to us in terms of complexity, global reach and revenue and market capitalization. They primarily selected businesses with a focus on software development or software and engineering-driven companies that compete with us for executive and broader talent. |

The following table sets forth information, as of July 1, [removed: 2014,] [added: 2015,] with respect to the beneficial ownership of Symantec common stock by (i) each stockholder known by Symantec to be the beneficial owner of more than 5% of Symantec common stock, (ii) each member of the Board, (iii) the named executive officers of Symantec included in the Summary Compensation Table appearing in Item 11 of this annual report and (iv) all current executive officers and directors of Symantec as a group.

Percentage ownership is based on [removed: 692,669,767] [added: 684,165,721] shares of Symantec common stock outstanding as of July 1, [removed: 2014] [added: 2015] (excluding shares held in treasury).

Shares of common stock subject to stock options and restricted stock units vesting on or before August 30, [removed: 2014] [added: 2015] (within 60 days of July 1, [removed: 2014)] [added: 2015)] are deemed to be outstanding and beneficially owned for purposes of computing the percentage ownership of such person but are not treated as outstanding for purposes of computing the percentage ownership of others.

| BlackRock, Inc. (2) | | | [removed: 45,071,959] [added: 44,545,743] | | | | 6.5 | % |

| Michael A. [removed: Brown(6)] [added: Brown] | | | [removed: 148,153] [added: 136,153] | | | | * | [removed: *] |

| Geraldine B. Laybourne | | | [removed: 91,739] [added: 103,101] | | | | * | [removed: *] |

| Frank E. Dangeard | | | [removed: 71,495] [added: 78,048] | | | | * | [removed: *] |

| Francis C. [removed: Rosch(8)] [added: Rosch(7)] | | | [removed: 70,333] [added: 116,729] | | | | * | [removed: *] |

| V. Paul Unruh | | | [removed: 49,046] [added: 50,441] | | | | * | [removed: *] |

| Stephen E. [removed: Gillett] [added: Gillett] | | | [removed: 34,687] [added: —] | | | | * | [removed: *] |

| Anita M. Sands | | | [removed: 16,636] [added: 25,998] | | | | * | [removed: *] |

| Suzanne M. Vautrinot | | | [removed: 15,686] [added: 25,048] | | | | * | [removed: *] |

| Thomas J. Seifert | | | [removed: —] [added: 10,330] | | | | [removed: —] [added: *] | |

| All current Symantec executive officers and directors as a group [removed: (14 persons)(9)] [added: (20 persons)(8)] | | | [removed: 1,235,251] [added: 1,274,212] | | | | * | [removed: *] |

| [removed: *] | Former officer. |

| [added: *] | Less than 1%. |

| (1) | Based solely on a Schedule [removed: 13G] [added: 13G/A] filing made by Dodge & Cox on February 13, [removed: 2014,] [added: 2015,] reporting sole voting and dispositive power over the shares. This stockholder’s address is 555 California Street, 40th Floor, San Francisco, CA 94104. |

| (2) | Based solely on a Schedule [removed: 13G] [added: 13G/A] filing made by BlackRock, Inc. on January [removed: 30, 2014,] [added: 29, 2015,] reporting sole voting and dispositive power over the shares. This stockholder’s address is [removed: 40] [added: 55] East 52nd Street, New York, NY 10022. |

| [removed: (3)] [added: (5)] | Includes [removed: 36,000] [added: 12,000] shares subject to options that will be exercisable as of August 30, [removed: 2014.] [added: 2015.] |

| [removed: (4)] [added: (6)] | Includes [removed: 144,000] [added: 98,000] shares subject to options that will be exercisable as of August 30, [removed: 2014.] [added: 2015.] |

| [removed: (5)] [added: (7)] | Includes [removed: 36,000] [added: 68,000] shares subject to options that will be exercisable as of August 30, [removed: 2014.] [added: 2015.] |

| [removed: (6)] [added: (8)] | Includes [removed: 12,000] [added: 184,313] shares subject to options that will be exercisable as of August 30, [removed: 2014.] [added: 2015.] |

The following table gives information about Symantec’s common stock that may be issued upon the exercise of options, warrants and rights under all of Symantec’s existing equity compensation plans as of [removed: March 28, 2014:][added: April 3, 2015:]

| Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | | [removed: Weighted-Average] [added: Weighted- Average] Exercise Price of Outstanding Options, Warrants and Rights | | | | Number of [removed: Securities Remaining] [added: Securities Remaining] Available [removed: for Future] [added: for Future] Issuance [removed: Under Equity] [added: Under Equity] Compensation [removed: Plans (Excluding Securities Reflected] [added: Plans (Excluding Securities Reflected] in Column (a)) | | |

| (1) | Represents [removed: 67,128] [added: 64,776] shares remaining available for future issuance under Symantec’s 2000 Director Equity Incentive Plan, 209,599 shares remaining available for future issuance under Symantec’s 2002 Executive Officer’s Stock Purchase Plan, [removed: 48,102,450] [added: 44,828,532] shares remaining available for future issuance under Symantec’s 2008 Employee Stock Purchase Plan and [removed: 40,986,960] [added: 23,649,702] shares remaining available for future issuance as stock options under Symantec’s 2013 Equity Incentive Plan. |

| (2) | Excludes outstanding options to acquire [removed: 252,952] [added: 95,815] shares as of [removed: March 28, 2014] [added: April 3, 2015] that were assumed as part of various acquisitions. The weighted average exercise price of these outstanding options was [removed: $10.39] [added: $9.04] as of [removed: March 28, 2014.] [added: April 3, 2015.] In connection with these acquisitions, Symantec has only assumed outstanding options and rights, but not the [removed: plans under which there were grants,] [added: plan themselves,] and therefore, no further options may be granted under these acquired-company plans. |

| Dodge & Cox(1) | | | 84,607,395 | | | | 12.4 | % |

| Franklin Mutual Advisers, LLC (3) | | | 39,349,255 | | | | 5.8 | % |

| The Vanguard Group (4) | | | 38,148,332 | | | | 5.6 | % |

| Robert S. Miller(5) | | | 197,342 | | | | * | |

| David L. Mahoney | | | 147,202 | | | | * | |

| Daniel H. Schulman | | | 119,719 | | | | * | |

| Scott C. Taylor(6) | | | 196,375 | | | | * | |

| Balaji Yelamanchili | | | 32,227 | | | | * | |

| Amit Mital | | | 5,441 | | | | * | |

| (3) | Based solely on a Schedule 13G filing made by Franklin Mutual Advisers, LLC on February 3, 2015, reporting sole voting and dispositive power over the shares. This stockholder’s address is 101 John F. Kennedy Parkway, Short Hills, NJ 07078-2789. |

| (4) | Based solely on a Schedule 13G filing made by The Vanguard Group on February 11, 2015, reporting sole voting and dispositive power over the shares. This stockholder’s address is 100 Vanguard Blvd., Malvern, PA 19355. |

##### [Table of Contents](#toc)

| Equity compensation plans approved by security holders | | | 29,408,792 | | | $ | 0.64 | | | | 68,752,609 | (1) |

| Total | | | 29,408,792 | | | $ | 0.64 | | | | 68,752,609 | |

| Dodge & Cox(1) | | | 80,562,067 | | | | 11.6 | % |

| Robert S. Miller(3) | | | 209,988 | | | | * | * |

| Scott C. Taylor(4) | | | 207,291 | | | | * | * |

| David L. Mahoney(5) | | | 173,840 | | | | * | * |

| Daniel H. Schulman(7) | | | 146,357 | | | | * | * |

| Stephen M. Bennett* | | | 100,000 | | | | * | * |

| Mark S. Garfield | | | — | | | | — | |

| James A. Beer* | | | 11,377 | | | | * | * |

| Donald J. Rath* | | | 4,426 | | | | * | * |

| Andrew H. Del Matto* | | | — | | | | — | |

| Francis A. deSouza* | | | — | | | | — | |

| --- | --- |

| (7) | Includes 36,000 shares subject to options that will be exercisable as of August 30, 2014. |

| (8) | Includes 58,624 shares subject to options that will be exercisable as of August 30, 2014. |

| (9) | Includes 322,624 shares subject to options that will be exercisable as of August 30, 2014. |

| Equity compensation plans approved by security holders | | | 26,458,720 | | | $ | 4.40 | | | | 89,366,137 | (1) |

| Total | | | 26,458,720 | | | $ | 4.40 | | | | 89,366,137 | |

Symantec has adopted a written related person transactions policy which provides for the Company’s policies and procedures regarding the identification, review, consideration and approval or ratification of “related person transactions.” The Nominating and Governance Committee reviews transactions that may be “related person transactions,” which are transactions between Symantec and any related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000, and in which the related [added: person has or will have a direct or indirect material interest.]

Currently, each member of our Board, other than our [removed: interim] President and Chief Executive Officer, Michael A.

person has or will have a direct or indirect material interest.

##### [Table of Contents](#toc)

We regularly review the services and fees from our independent registered public accounting firm, KPMG [removed: LLP.][added: LLP (“KPMG”).]

In addition to performing the audit of Symantec’s consolidated financial statements, KPMG provided various other services during fiscal years [removed: 2013] [added: 2015] and [removed: 2012.][added: 2014.]

The aggregate fees billed for fiscal years [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] for each of the following categories of services are as follows:

| Fees Billed to Symantec | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Audit fees(1) | | $ | [removed: 9,002,082] [added: 7,773,692] | | | $ | [removed: 8,344,495] [added: 9,002,082] | |

| Audit related fees(2) | | | [removed: 911,038] [added: 1,494,333] | | | | [removed: 1,324,300] [added: 911,038] | |

| Tax fees(3) | | | [removed: 121,450] [added: 401,111] | | | | [removed: 74,216] [added: 121,450] | |

| All other fees(4) | | | [removed: 91,511] [added: 132,858] | | | | [removed: 107,408] [added: 91,511] | |

| Total fees | | $ | [removed: 10,126,081] [added: 9,801,994] | | | $ | [removed: 9,850,419] [added: 10,126,081] | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused Amendment No. 1 to this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the [removed: 25th] [added: 3rd] day of [removed: July 2014.][added: August 2015.]

##### [Table of Contents](#toc)

| | | | | | | | | | | | | |

| 21.01 | | Subsidiaries of Symantec Corporation | | | | | | | | | | X |