Gen Digital 10-K/A 2016-04-01

10-K/A 1 d133242d10ka.htm FORM 10-K/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended April 1, 2016

OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to .

Commission File Number 000-17781

SYMANTEC CORPORATION

(Exact name of the registrant as specified in its charter)

Delaware		77-0181864
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
350 Ellis Street, Mountain View, California		94043
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code:

(650) 527-8000

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share		The Nasdaq Stock Market LLC
(Title of each class)		(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer		þ		Accelerated filer		¨
Non-accelerated filer		¨ (Do not check if a smaller reporting company)		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

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 October 2, 2015 as reported on the Nasdaq Global Select Market: $13,338,113,735.

Number of shares outstanding of the registrant’s common stock as of July 1, 2016: 615,572,226

DOCUMENTS INCORPORATED BY REFERENCE

None.

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SYMANTEC CORPORATION

FORM 10-K

For the Fiscal Year Ended April 1, 2016

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PART III

Item 10. Directors, Executive Officers and Corporate Governance			3
Item 11. Executive Compensation			13
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			41
Item 13. Certain Relationships and Related Transactions, and Director Independence			42
Item 14. Principal Accountant Fees and Services			44
Signatures			46

“Symantec,” “we,” “us,” “our,” and “the Company” refer to Symantec Corporation and all of its subsidiaries.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A supplements our Annual Report on Form 10-K for the year ended April 1, 2016, which we filed with the Securities and Exchange Commission on May 20, 2016 (the “Original Filing”). We are filing this amendment to provide the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K.

In addition, we have filed the following exhibits herewith:

	•		31.03 Rule 13a-14(a)/15d-15(a) certification of the Chief Executive Officer; and

	•		31.04 Rule 13a-14(a)/15d-15(a) certification of the Chief Financial Officer.

Except as described above, no other amendments are being made to our annual report on Form 10-K filed on May 20, 2016.

PART III

Criteria for Nomination to the Board

The goal of the Nominating and Governance Committee of the Board of Directors (the “Board”) of the Company is to assemble a board that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills derived from high-quality business and professional experience. The Nominating and Governance Committee annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders.

The key attributes, experience and skills we consider important for our directors in light of our current business and structure are:

	•		Industry and Technology Expertise. As a security and technology company, understanding new technologies and emerging industry trends or having experience in security and related technologies is useful in understanding our business and the market segments in which we compete, our research and development efforts, competing technologies, the various products and processes that we develop, and evolving customer requirements.

	•		Global Expertise. We are a global organization with employees, offices and customers in many countries. Directors with global operating expertise can provide a useful business and cultural perspective regarding many significant aspects of our business.

	•		Leadership Experience. Directors who have served in a senior leadership position, as a general manager of a business, or as the functional leader of a global sales, marketing or product development organization, are important to us, because they bring experience and perspective in analyzing, shaping, and overseeing the execution of important strategic, operational and policy issues at a senior level.

	•		Public Company Board Experience. Directors who have served on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors; the relations of a board to the company’s chief executive officer and other senior management personnel; the importance of public-company corporate governance, including oversight matters, strategic decisions and operational and compliance-related matters.

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	•		Business Combinations and Partnerships Experience. Directors who have a background in M&A and strategic partnership transactions can provide insight into developing and implementing strategies for growing our business through combination and/or partnerships with other organizations.

	•		Financial Expertise. Knowledge of financial markets, financing operations, and accounting and financial reporting processes is important because it assists our directors in understanding, advising, and overseeing Symantec’s capital structure, financing and investing activities, financial reporting, and internal control of such activities.

	•		Diversity. In addition to a diverse portfolio of professional background, experiences, knowledge and skills, the composition of the Board should reflect the benefits of diversity as to gender, race, and ethnic background.

In addition to the brief biographical descriptions set forth under “Our Board of Directors” 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 at this time.

Our Board of Directors

Our Board currently consists of ten directors, nine of whom our Board currently expects to nominate for election at our 2016 Annual Meeting of Stockholders (the “Annual Meeting”). These directors are identified below, along with their ages at July 1, 2016 and other information. Each director is elected to serve a one-year term, with all directors subject to annual election.

In February 2016, we entered into an investment agreement, as amended on March 2, 2016, with Silver Lake Partners IV Cayman (AIV II), L.P. (“Silver Lake”) relating to the issuance to Silver Lake of $500 million of convertible 2.5% unsecured notes, due in 2021. In connection with the issuance of the notes, we agreed to expand the size of the Board and appoint a Silver Lake nominee, Kenneth Y. Hao, to the Board.

As discussed below in Item 11, Executive Compensation, in April 2016, we announced that we were initiating a Chief Executive Officer transition process and that Michael Brown, our current Chief Executive Officer and member of the Board, will serve in such capacity through a period of time ending not later than October 28, 2016. On June 12, 2016, we announced that we had entered into a definitive agreement under which Symantec will acquire Blue Coat, Inc. (the “Blue Coat Acquisition”) and that Blue Coat’s Chief Executive Officer, Gregory Clark, will replace Mr. Brown as our CEO, and join our Board, at the closing of the transaction We anticipate the closing of the Blue Coat Acquisition to occur in the second fiscal quarter of fiscal 2017. We also announced that Bain Capital has agreed to make an investment in Symantec concurrently with the closing of the Blue Coat Acquisition and that David Humphrey, a managing director of Bain Capital Private Equity, will be appointed to our Board at that time.

Name		Age				Principal Occupation		Director Since
Michael A. Brown			57			Chief Executive Officer			2005
Frank E. Dangeard			58			Managing Partner, Harcourt			2007
Kenneth Y. Hao			47			Managing Partner and Managing Director of Silver Lake			2016
Geraldine B. Laybourne			69			Chairman of the Board, Katapult Studio			2008
David L. Mahoney			62			Director			2003
Robert S. Miller			74			President and CEO, International Automotive Components Group			1994
Anita M. Sands			40			Director			2013
Daniel H. Schulman			58			President and CEO, PayPal Holdings, Inc.			2000
V. Paul Unruh			67			Director			2005
Suzanne M. Vautrinot			56			President, Kilovolt Consulting Inc.			2013

Mr. Brown has served as our Chief Executive Officer since September 2014 and as a member of our Board since July 2005, following the acquisition of Veritas. He previously served as our interim President and Chief Executive Officer from March 2014 to September 2014 and as our President from September 2014 through April 28, 2016. Mr. Brown had served on the Veritas board of directors since 2003. Mr. Brown previously served as Chairman of Line 6, Inc., a provider of musical instruments, amplifiers and audio gear that incorporate digital signal processing, from October 2005 to January 2014. From 1984 until September 2002, Mr. Brown held various senior management positions at Quantum Corporation, a leader in computer storage products, and most recently as Chief Executive Officer from 1995 to 2002 and Chairman of the Board from 1998 to 2003. He has previously served as a director of a variety of public companies, including Digital Impact, Maxtor Corporation, Nektar Therapeutics and Quantum Corporation. Mr. Brown holds a master’s of business administration from Stanford Business School and a bachelor’s degree from Harvard University.

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Director Qualifications:

	•		Industry and Technology Experience – former Chief Executive Officer and Chairman of Quantum Corporation; former member of the board of directors of Quantum Corporation, Equal Logic and Digital Impact.

	•		Global Experience – Chief Executive Officer of Symantec Corporation.

	•		Leadership Experience – former Chairman of Line 6, Inc. and former Chief Executive Officer and Chairman of Quantum Corporation.

	•		Public Company Board Experience – served as Chairman of Quantum Corporation and as a board member of Nektar Therapeutics, Maxtor Corporation and Digital Impact.

	•		Business Combinations and Partnerships Experience – former Chief Executive Officer of Quantum and former Chairman of Line 6.

	•		Financial Experiences – former Chief Executive Officer of Quantum; former Chairman of Line 6 and Equal Logic; and served on the Audit Committee of Digital Impact and Line 6.

Mr. Dangeard has served as a member of our Board since January 2007. He has been the Managing Partner of Harcourt, an advisory and investment firm, since March 2008. Mr. Dangeard was Chairman and Chief Executive Officer of Thomson, a provider of digital video technologies, solutions and services, from September 2004 to February 2008. From September 2002 to September 2004, he was Deputy CEO of France Telecom, a global telecommunications operator. From 1997 to 2002, Mr. Dangeard was Senior Executive Vice President of Thomson and Vice Chairman in 2000. Prior to joining Thomson, Mr. Dangeard was Managing Director of SG Warburg & Co. Ltd. from 1989 to 1997, and Chairman of SG Warburg France from 1995 to 1997. Prior to that, Mr. Dangeard was a lawyer with Sullivan & Cromwell, in New York and London. Mr. Dangeard also serves on the boards of RPX Corporation, RBS Group and Telenor, and on a number of advisory boards. Mr. Dangeard has previously served as a director of a variety of companies, including Atari, Crédit Agricole CIB, Eutelsat, Home Credit, Moser Baer, SonaeCom, Thomson and Electricité de France. He graduated from the École des Hautes Études Commerciales, the Paris Institut d’Études Politiques and from the Harvard Law School.

Director Qualifications:

	•		Industry and Technology Experience – former Chairman and Chief Executive Officer of Thomson and former Deputy CEO of France Telecom; former member of the board of directors of Eutelsat and SonaeCom; member of the board of directors of RPX Corporation and Telenor.

	•		Global Experience – Member of the board of directors of Telenor (Norway) and RBS Group (the United Kingdom); former Chairman and Chief Executive Officer of Thomson (France); former Deputy CEO of France Telecom (France); former member of the board of directors of Crédit Agricole CIB (France), Eutelsat (France), Electricité de France, SonaeCom (Portugal) and Moser Baer (India).

	•		Leadership Experience – Managing Partner of Harcourt, former Chairman of Atari, former Chairman and Chief Executive Officer of Thomson, Deputy CEO of France Telecom, Chairman of SG Warburg France and Managing Director of SG Warburg & Co. Ltd.

	•		Public Company Board Experience – current member of the board of directors of RPX and RBS Group and Telenor; former member of the board of directors of Eutelsat, Electricité de France, Thomson, Moser Baer and SonaeCom.

	•		Business Combinations and Partnerships Experience – former Chairman and Chief Executive Officer of Thomson, Deputy CEO of France Telecom, Chairman of SG Warburg France and lawyer at Sullivan & Cromwell LLP.

	•		Financial Experiences – Former Chairman of the Audit Committee of Atari, Chairman and Chief Executive Officer of Thomson, Deputy CEO of France Telecom, Chairman of the Audit Committee of Electricité de France, and former member of the Audit Committee of Moser Baer.

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Mr. Hao has served as a member of our Board since March 2016 when he joined in connection with Silver Lake’s investment in Symantec. Mr. Hao is a Managing Partner and Managing Director of Silver Lake. Prior to joining Silver Lake in 2000, Mr. Hao was an investment banker with Hambrecht & Quist for almost 10 years, most recently serving as a Managing Director in the Technology Investment Banking group. Mr. Hao also serves on the board of directors of Broadcom Limited and on the board of directors of a number of private companies in Silver Lake’s portfolio. Mr. Hao graduated from Harvard College with an A.B. in Economics.

Director Qualifications:

	•		Industry and Technology Experience – over 25 years of technology investment experience. Member of the board of directors of Broadcom and numerous private technology companies.

	•		Global Experience – Extensive experience investing in large global businesses; established Silver Lake’s Asia business.

	•		Leadership Experience – Managing Partner and Managing Director of Silver Lake; member of the board of directors of Broadcom.

	•		Public Company Board Experience – current member of the board of directors of Broadcom.

	•		Business Combinations and Partnerships Experience – Managing Partner and Managing Director of Silver Lake Partners; former investment banker with Hambrecht & Quist.

	•		Financial Experiences – over 25 years of investment experience in complex transactions.

Ms. Laybourne has served as a member of our Board since January 2008. She has been the Chairman of the Board of Katapult Studio (formerly Kandu), a children’s software company, since April 2013, and was acting Chief Executive Officer from October 2014 to May 2015. Ms. Laybourne was the Chairman of the Board of Defy Media, LLC, a media company, from November 2010 to April 2015. She founded Oxygen Media in 1998 and served as its Chairman and Chief Executive Officer until November 2007 when the network was acquired by NBC Universal. Prior to starting Oxygen Media, Ms. Laybourne spent 16 years at Nickelodeon. From 1996 to 1998, Ms. Laybourne was President of Disney/ABC Cable Networks where she was responsible for overseeing cable programming for the Walt Disney Company and ABC. Ms. Laybourne is also a member of the board of directors of three private companies in addition to Katapult Studio. She earned a bachelor of arts degree in art history from Vassar College and a master of science degree in elementary education from the University of Pennsylvania.

Director Qualifications:

	•		Leadership Experience – Chairman of Katapult Studio, Founder and former Chairman and Chief Executive Officer of Oxygen Media LLC, former President of Disney/ABC Cable Networks, former President of Nickelodeon and former Vice Chairman of MTV Networks.

	•		Public Company Board Experiences – former board member of J.C. Penney Company, Inc., Electronic Arts, Inc. and Move, Inc.

	•		Business Combinations and Partnerships Experience – Founder, former Chairman and Chief Executive Officer of Oxygen Media LLC until it was acquired by NBC Universal.

Mr. Mahoney has served as a member of our Board since April 2003. Mr. Mahoney previously served as co-Chief Executive Officer of McKesson HBOC, Inc., a healthcare services company, and as Chief Executive Officer of iMcKesson LLC, also a healthcare services company, from July 1999 to February 2001. Mr. Mahoney is a member of the board of directors of Adamas Pharmaceuticals, Corcept Therapeutics Incorporated, and two non-profit organizations as well as a trustee of the Schwab/Laudus fund family. He has previously served as a director of a variety of companies, including Tercica Incorporated. Mr. Mahoney has a bachelor’s degree from Princeton University and a master’s of business administration from Harvard Business School.

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Director Qualifications:

	•		Industry and Technology Experience – former co-Chief Executive Officer of McKesson HBOC, Inc., former Chief Executive Officer of iMcKesson LLC, various executive roles at McKesson Corporation, Principal at McKinsey & Co.

	•		Leadership Experience – former co-Chief Executive Officer of McKesson HBOC, Inc., Chief Executive Officer of iMcKesson LLC, various executive roles at McKesson Corporation, Principal at McKinsey & Co.

	•		Public Company Experience – Member of the board of directors of Corcept Therapeutics and Lead Director at Adamas Pharmaceuticals; former member of the board of Tercica Incorporated.

	•		Business Combinations and Partnerships Experience – former Co-Chief Executive Officer of McKesson HBOC, Inc., former Chief Executive Officer of iMcKesson LLC, various executive roles at McKesson Corporation, Principal at McKinsey & Co.

	•		Financial Experiences – former roles at McKesson HBOC, serves on the Audit Committee of Adams Pharmaceuticals, the Investment Committee of the Schwab/Laudus fund family and served on the Audit Committee of Tercica Incorporated.

Mr. Miller has served as a member of our Board since September 1994. Mr. Miller is President and CEO, International Automotive Components (IAC) Group, a global supplier of automotive components and systems. He is also the Chairman of the Board of MidOcean Partners, a private equity firm specializing in leveraged buyouts, recapitalizations and growth capital investments in middle-market companies. 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. Miller served as Chief Executive Officer of Hawker Beechcraft, an aircraft manufacturing company, from February 2012 to February 2013. 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. From January 2004 to June 2005, Mr. Miller was non-executive Chairman of Federal Mogul Corporation, an auto parts supplier. From September 2001 until December 2003, Mr. Miller was Chairman and Chief Executive Officer of Bethlehem Steel Corporation, a large steel producer. Prior to joining Bethlehem Steel, Mr. Miller served as Chairman and Chief Executive Officer on an interim basis upon the departure of Federal Mogul’s top executive in September 2000. Hawker Beechcraft filed a voluntary petition for reorganization under the United States Bankruptcy Code (USBC) in May 2012; Delphi Corporation and certain of its subsidiaries filed voluntary petitions for reorganization under the USBC in October 2005; and Federal Mogul Corporation and Bethlehem Steel Corporation and certain of their subsidiaries, filed voluntary petitions for reorganization under the USBC in October 2001. Mr. Miller is also a member of the board of directors of AIG, Dow Chemical and two private companies in addition to MidOcean Partners. In addition to his executive roles, Mr. Miller has previously served as a director of a variety of companies, including UAL Corporation, WL Ross Holding Corp., Reynolds American, Inc., U.S. Bancorp, and Waste Management, Inc. Mr. Miller earned a degree in economics from Stanford University, a law degree from Harvard Law School and a master’s of business administration, majoring in finance from Stanford Business School.

Director Qualifications:

	•		Global Experience – 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 Mid Ocean Partners; former 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.

	•		Public Company Board Experience – serves on the board of directors of AIG and Dow Chemical; served on the boards of directors of UAL Corporation, WL Ross Holding Corp., Reynolds American, Inc., U.S. Bancorp, and Waste Management, Inc.

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	•		Business Combinations and Partnerships Experience – former Chief Executive Officer of Hawker Beechcraft, Inc., Delphi Corporation and Federal Mogul Corporation; and former Vice Chairman of Chrysler Corporation.

	•		Financial Experiences – former Chief Financial Officer of Chrysler Corporation; and served on the Audit Committees of AIG, UAL Corporation, Reynolds American, Waste Management, U.S. Bancorp, Federal Mogul Corporation and Pope & Talbot.

Ms. Sands has served as a member of our Board since October 2013. Ms. Sands served as Group Managing Director, Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm, from April 2012 to September 2013. She was Group Managing Director and Chief Operating Officer of Wealth Management Americas at UBS Financial Services from April 2010 to April 2012. Prior to that, Ms. Sands was a Transformation Consultant at UBS Financial Services from October 2009 to April 2010. Prior to joining UBS Financial Services, Ms. Sands was Managing Director, Head of Transformation Management at Citigroup’s Global Operations and Technology organization. Ms. Sands also held several leadership positions with RBC Financial Group and CIBC. Ms. Sands is on the board of directors of ServiceNow, Inc. and Pure Storage, 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.

Director Qualifications:

	•		Industry and Technology Experience – former Managing Director and Chief Operating Officer and various executive positions of global financial services firms.

	•		Global Experience – former Managing Director and Chief Operating Officer and various executive positions of global financial services firms.

	•		Leadership Experience – former Managing Director and Chief Operating Officer and various executive positions of global financial services firms.

	•		Public Company Board Experience – serves on the board of directors of ServiceNow, Inc. and Pure Storage, Inc.

	•		Financial Experiences – former Managing Director and Chief Operating Officer and various executive positions of global financial services firms.

Mr. Schulman has served as a member of our Board since March 2000. Mr. Schulman has served as President and Chief Executive Officer of PayPal Holdings, Inc., an online payment system company, since July 2015. Previously, he served as Group President, Enterprise Group of American Express, a financial products and travel-related services provider, from August 2010 to September 2014. Mr. Schulman was President, Prepaid Group of Sprint Nextel Corporation, a cellular phone service provider, from November 2009 until August 2010, when Sprint Nextel acquired Virgin Mobile USA, a cellular phone service provider. Mr. Schulman served as Chief Executive Officer of Virgin Mobile USA from September 2001 to November 2009, and a member of the board of directors of Virgin Mobile USA from October 2001 to November 2009. From May 2000 until May 2001, Mr. Schulman was President and Chief Executive Officer of priceline.com Incorporated, an online travel company, after serving as President and Chief Operating Officer from July 1999. He is a member of the board of directors of Flextronics International Ltd. and a non-profit organization. He received a bachelor’s degree in economics from Middlebury College, and a master’s degree in business administration, majoring in Finance, from New York University.

Director Qualifications:

	•		Industry and Technology Experience – 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.

	•		Global Experience – President and Chief Executive Officer of PayPal Holdings and former Group President of American Express.

	•		Leadership Experience – 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.

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	•		Public Company Board Experience – member of the board of directors of Flextronics International Ltd.; former member of the board of directors of Virgin Mobile USA.

	•		Business Combinations and Partnerships Experience – President and Chief Executive Officer of PayPal; former Chief Executive Officer of Virgin Mobile USA.

	•		Financial Experiences – 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.

Mr. Unruh has served as a member of our Board since July 2005 following the acquisition of Veritas. Mr. Unruh had served on Veritas’ board of directors since 2003. Mr. Unruh retired as Vice Chairman of Bechtel Group, Inc., a global engineering and construction services company, in June 2003. During his 25-year tenure at Bechtel Group, he held a number of management positions including Treasurer, Controller, and Chief Financial Officer. Mr. Unruh also served as President of Bechtel Enterprises, the finance, development and ownership arm from 1997 to 2001. He is a member of the board of directors of Heidrick & Struggles International, Inc., Aconex Ltd., which is traded on the Australian Stock Exchange, and a private company. Mr. Unruh is a certified public accountant.

Director Qualifications:

	•		Global Experience – former Vice Chairman and various executive positions of Bechtel Group, Inc. and former President of Bechtel Enterprises.

	•		Leadership Experience – former Vice Chairman and various executive positions of Bechtel Group, Inc. and former President of Bechtel Enterprises.

	•		Public Company Board Experience – member of the board of directors of Heidrick & Struggles International Inc.; former member of the board of directors of Move, Inc. and URS Corporation

	•		Business Combinations and Partnerships Experience – former board member of Veritas 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 Heidrick & Struggles International, Inc. and served on the Audit Committee of Move, Inc.

Ms. Vautrinot has served as a member of our Board since October 2013. Ms. Vautrinot has been President of Kilovolt Consulting Inc., an advisory firm, since October 2013. She retired from the United States Air Force in October 2013 after over 30 years of service. During her career with the United States Air Force, she served in a number of leadership positions including Major General and Commander, 24th Air Force/Network Operations from April 2011 to October 2013; Special Assistant to the Vice Chief of Staff from December 2010 to April 2011; Director of Plans and Policy, U.S. Cyber Command from May 2010 to December 2010 and Deputy Commander, Network Warfare, U.S. Strategic Command, from June 2008 and May 2010. Ms. Vautrinot is a member of the board of directors of Ecolab, Inc., Wells Fargo & Company and a 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, and completed Air Command and Staff College as well as Air War College.

Director Qualifications:

	•		Industry and Technology Experience – Major General and Commander (retired) and various leadership positions of United States Air Force.

	•		Global Experience – Major General and Commander (retired) and various leadership positions of United States Air Force.

	•		Leadership Experience – Major General and Commander (retired) and various leadership positions of United States Air Force.

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	•		Public Company Board Experience – member of the board of directors of Ecolab, Inc. and Wells Fargo & Company.

	•		Financial Experiences – serves on the Audit Committees of Ecolab, Inc. and Wells Fargo & Company.

Summary of Director Qualifications and Experience

		Brown		Dangeard		Hao		Laybourne		Mahoney		Miller		Sands		Schulman		Unruh		Vautrinot
Industry and Technology Expertise		ü		ü		ü				ü				ü		ü		ü		ü
Global Expertise		ü		ü		ü						ü		ü		ü		ü		ü
Leadership Experience		ü		ü		ü		ü		ü		ü		ü		ü		ü		ü
Public Company Board Experience		ü		ü		ü		ü		ü		ü		ü		ü		ü		ü
Business Combinations and Partnerships Experience		ü		ü		ü		ü		ü		ü				ü		ü
Financial Expertise		ü		ü		ü				ü		ü		ü		ü		ü		ü
Diversity						ü		ü						ü						ü

Our Executive Officers

The names of our current executive officers, their ages as of July 1, 2016, and their positions are shown below.

Name		Age				Position
Michael A. Brown			57			Chief Executive Officer
Amy L. Cappellanti-Wolf			51			Senior Vice President and Chief Human Resources Officer
Mark S. Garfield			45			Senior Vice President and Chief Accounting Officer
Ajei S. Gopal			54			Interim President and Chief Operating Officer
Francis C. Rosch			52			Executive Vice President, Norton Business Unit
Thomas J. Seifert			52			Executive Vice President and Chief Financial Officer
John Sorensen			51			Senior Vice President, Global Enterprise Sales
Scott C. Taylor			52			Executive Vice President, General Counsel and Secretary
Balaji Yelamanchili			54			Executive Vice President and General Manager, Enterprise Security

The Board chooses executive officers, who then serve at the Board’s discretion. There is no family relationship between any of the directors or executive officers and any other director or executive officer of Symantec.

For information regarding Mr. Brown, please refer to “Our Board of Directors” above.

Ms. Cappellanti-Wolf has served as our Senior Vice President and Chief Human Resources Officer since July 2014. Prior to joining us, she was Chief Human Resources Officer at Silver Spring Networks, Inc., a smart grid products provider, from June 2009 to July 2014. From September 2001 to June 2009, Ms. Cappellanti-Wolf served as Vice President, Human Resources of Cisco Systems, Inc., a networking company. From 2000 to 2001, she served as a Human Resources Director at Sun Microsystems, Inc. Ms. Cappellanti-Wolf served as Human Resources Director for The Walt Disney Company from 1995 to 2000 and held various roles in human resources with Frito-Lay, Inc., a division of PepsiCo, Inc., from 1988 to 1995. She has a bachelor’s degree in Journalism from West Virginia University and a master’s degree in Industrial and Labor Relations from West Virginia University.

Mr. Garfield has served as our Senior Vice President and Chief Accounting Officer since March 2014. Prior to joining us, he was Senior Vice President and Chief Accounting Officer of Brightstar Corporation, a wireless distribution and services company, from February 2013 to March 2014, and as Vice President of Finance from January 2013 to February 2013. Mr. Garfield was Director of Finance at Advanced Micro Devices, a semiconductor company, from August 2010 to December 2012. From August 2001 to August 2010, Mr. Garfield served as Audit Senior Manager and Vice Director of Ernst & Young. Mr. Garfield has a bachelor’s degree in business economics from University of California at Santa Barbara.

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Dr. Gopal has served as our Interim President and Chief Operating Officer since April 2016. He is currently on leave from Silver Lake, where he has served as an Operating Partner since April 2013. He served as our Executive Vice President and Chief Technology Officer from February 2006 to July 2006 and as Senior Vice President, Global Technology and Corporate Development from September 2004 to February 2006. Prior to joining Silver Lake, Dr. Gopal served as Senior Vice President and General Manager, Software Products at Hewlett-Packard Company from 2011 through April 2013. Before joining Hewlett-Packard Company, he served in various positions at CA Technologies, Inc. from 2006 to 2011, including most recently as Executive Vice President of the Technology and Development Group. Earlier, Dr. Gopal served as Chief Executive Officer and a member of the board of directors of ReefEdge Networks, a wireless LAN systems company he co-founded in 2000. Before that, he worked at IBM from 1991 to 2000, initially at IBM Research, and later in IBM’s Software Group. He began his career as a member of the technical staff at Bell Communications Research. Dr. Gopal currently serves on the board of directors of ANSYS Inc., an engineering software company. He holds a bachelor’s degree in engineering from the Indian Institute of Technology in Bombay and a doctorate degree in computer science from Cornell University.

Mr. Rosch has served as our Executive Vice President, Norton Business Unit since June 2014. From February 2013 to June 2014, Mr. Rosch served as our Senior Vice President, Mobility and as Vice President, Trust Services and SSL from August 2010 to January 2013. Prior to joining Symantec, Mr. Rosch held various leadership positions at Verisign, Inc., an Internet infrastructure services company, from August 1998 to August 2010, including most recently as Senior Vice President, Authentication Services. He has a bachelor’s degree in industrial engineering from Lehigh University.

Mr. Seifert has served as our Executive Vice President and Chief Financial Officer since March 2014. Prior to joining us, he was Executive Vice President and Chief Financial Officer of Brightstar Corporation, a wireless distribution and services company, from December 2012 to March 2014. From October 2009 to August 2012, Mr. Seifert was Senior Vice President and Chief Financial Officer at Advanced Micro Devices, Inc., a semiconductor company. From October 2008 to August 2009, he served as Chief Operating Officer and Chief Financial Officer of Qimonda AG, a German memory chip manufacturer, and as Chief Operating Officer from June 2004 to October 2008. He also held executive positions at Infineon AG, White Oak Semiconductor, and Altis Semiconductor. Mr. Seifert has a bachelor’s degree and a master’s degree in business administration from Friedrich Alexander University and a master’s degree in mathematics and economics from Wayne State University.

Mr. Sorensen has served as our Senior Vice President, Global Enterprise Sales since April 2016. From April 2013 through April 2016, Mr. Sorensen served as our Vice President – America Sales. From April 2007 to March 2013, Mr. Sorensen served as our Area Director – East, and from October 2005 to March 2007, he served as an Area Manager. Prior to joining Symantec, Mr. Sorensen served in several sales management roles with RSA Security and McAfee.

Mr. Taylor has served as our Executive Vice President, General Counsel and Secretary since August 2008. From February 2007 to August 2008, Mr. Taylor served as our Vice President, Legal. Prior to joining Symantec, Mr. Taylor held various legal and administrative positions at Phoenix Technologies Ltd., a provider of core systems software, from January 2002 to February 2007, including most recently as Chief Administrative Officer, Senior Vice President and General Counsel. From May 2000 to September 2001, he was Vice President and General Counsel at Narus, Inc., a venture-backed private company that designs IP network management software. Mr. Taylor is a member of the board of directors of Piper Jaffray Companies. He holds a juris doctorate from George Washington University, and a bachelor’s degree from Stanford University.

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. He holds a master’s degree in engineering from Louisiana State University, and a master’s degree in business administration from the University of Michigan.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires Symantec’s directors, executive officers and any persons who own more than 10% of Symantec’s common stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (the “SEC”). Such persons are required by SEC regulation to furnish Symantec with copies of all Section 16(a) forms that they file.

Based solely on its review of the copies of such forms furnished to Symantec and written representations from the directors and executive officers, Symantec believes that all Section 16(a) filing requirements were met in fiscal year 2016.

Code of Conduct

We have adopted a code of conduct that applies to all of our Board members, officers and employees. Our Code of Conduct is posted on the Investor Relations section of our website located at investor.symantec.com, by clicking on “Corporate Governance” and then “Code of Conduct”. Any amendments or waivers of our Code of Conduct pertaining to a member of our Board or one of our executive officers will be disclosed on our website at the above-referenced address.

Identification of Audit Committee and Financial Expert

We have a separately-designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee, including each member that our Board has determined is an “audit committee financial expert” under SEC rules and regulations, are identified below.

Members:		Frank E. Dangeard Anita M. Sands V. Paul Unruh (Chair) Suzanne M. Vautrinot
Financial Experts:		Our Board has unanimously determined that all Audit Committee members are financially literate under current NASDAQ listing standards, and at least one member has financial sophistication under NASDAQ listing standards. In addition, our Board has unanimously determined that V. Paul Unruh qualifies as an “audit committee financial expert” under SEC rules and regulations. Mr. Unruh is independent as defined by current NASDAQ listing standards for Audit Committee membership. Designation as an “audit committee financial expert” is an SEC disclosure requirement and does not impose any additional duties, obligations or liability on any person so designated.

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Executive Compensation and Related Information

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

This compensation discussion and analysis describes the material elements of Symantec’s executive compensation program for fiscal 2016. For fiscal 2016, our named executive officers, or NEOs, include the following current officers:

	•		Michael A. Brown, Chief Executive Officer (*)

	•		Thomas J. Seifert, Executive Vice President and Chief Financial Officer

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

	•		Scott C. Taylor, Executive Vice President, General Counsel and Corporate Secretary

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

(*)

Mr. Brown also served as our President through April 28, 2016; in April 2016, we announced that we were initiating a Chief Executive Officer transition process and that Mr. Brown will serve in as our Chief Executive Officer through a period of time ending not later than October 28, 2016. On June 12, 2016, we announced that Blue Coat’s Chief Executive Officer, Gregory Clark, will replace Mr. Brown as our CEO, and join our Board, at the closing of the Blue Coat Acquisition.

Our Compensation Philosophy and Practices

The overriding principle driving our compensation programs continues to be our belief that it benefits our employees, customers, partners and stockholders to have management’s compensation tied to our current and long-term performance. The following factors demonstrate our continued commitment to pay-for-performance and to corporate governance best practices:

	•		Payouts based on Performance. We reward performance that meets our 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. Our compensation plans are also capped to discourage excessive or inappropriate risk-taking by our executive officers.

	•		PRUs; no Options. We continue to grant performance-based restricted stock units (“PRUs”) to our named executive officers as a regular part of our annual executive compensation program. We do not award any stock options to our executives.

	•		Metrics correspond to Stockholder Value. Our various incentive plans use multiple, non-duplicative measures that correlate to stockholder value, such that no single metric is overly emphasized in determining payouts.

	•		Relevant Peer Groups. Our peer group consists primarily of businesses with a focus on software 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 reevaluate our peer group on an annual basis.

	•		Meaningful Stock Ownership Guidelines for Executives. We have long-standing stock ownership guidelines for our named executive officers, requiring them to hold a significant minimum value in shares such that they have a material financial stake in our company, thereby further aligning the interests of our executive officers with those of our stockholders. We also prohibit the sale of any shares (except to meet tax withholding obligations) if doing so would cause them to fall below the required ownership levels.

	•		Annual Say-on-Pay Vote Held. We seek stockholder feedback on our executive compensation through an annual advisory vote and through ongoing stockholder engagement.

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	•		No Gross-ups Permitted. We do not provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code, as amended (the “Code”).

	•		Limited Severance. We limit any potential cash severance payments to not more than 1x our executive officers’ total target cash compensation and 3x our CEO’s total target cash compensation.

	•		Clawback Provisions. We have clawback provisions in all of our executive compensation plans (providing for the return of any excess compensation received by an executive officer if our financial statements are the subject of a restatement due to error or misconduct).

	•		Short-selling Prohibited. Our executive officers are prohibited from short-selling Symantec stock or engaging in transactions involving Symantec-based derivative securities, and are also prohibited from pledging their Symantec stock.

	•		Stockholder approval required for Repricing or Exchanges. Our equity incentive plan prohibits the repricing or exchange of equity awards without stockholder approval.

Summary of Compensation Matters During Fiscal 2016

Business Changes in Fiscal 2016

The developments we experienced in fiscal 2016 were in many ways a product of the framework for company transformation we set in fiscal 2015:

	•		On January 29, 2016, we completed the previously-announced sale of our Veritas information management business to Veritas Holdings Ltd., an entity formed and controlled by an affiliate of the private equity firm The Carlyle Group, allowing us to focus on cybersecurity (the “Veritas Sale”). Two of our former executive officers joined the Veritas executive team during fiscal 2016 in connection with this sale.

	•		On February 3, 2016, we entered into an investment agreement with the private equity firm Silver Lake pursuant to which Silver Lake made a $500 million strategic investment in Symantec in March 2016 and Kenneth Hao of Silver Lake joined our Board.

	•		In an effort to strengthen our commitment to return capital to our stockholders as a result of the Veritas and Silver Lake transactions, our Board announced a total capital return program of $5.5 billion which we began implementing in fiscal 2016 through the following actions: (a) we paid a $4.00 per share special dividend in March 2016, resulting in declared and paid aggregate cash dividends of $3.0 billion, or $4.60 per common share, for fiscal 2016 after taking into account payment of our regular quarterly dividends; (b) we returned to stockholders nearly $368 million through the repurchase of 17 million shares of our common stock in open market transactions; and (c) we made upfront payments of $1.5 billion under accelerated stock repurchase agreements we entered into in November 2015 and March 2016 and received and retired, through April 1, 2016, 67.3 million shares of our common stock thereunder.

	•		In connection with our increased focus on cybersecurity and our operational improvement plan, we also announced a cost reduction initiative in fiscal 2016, targeting net cost savings of approximately $400 million to be achieved by the end of fiscal 2018.

| | • | | In fiscal 2017 we announced a CEO transition process pursuant to which Michael Brown will serve as our CEO through a period of time ending not later than October 28, 2016 (the “CEO Transition”). On June 12, 2016, we subsequently announced that we had entered into a definitive agreement under which Symantec will acquire Blue Coat, Inc. (the “Blue Coat Acquisition”) and that its CEO, Greg Clark, will replace Mr. Brown as our CEO and be appointed and join our Board at the closing o

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, as of July 1, 2016, 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.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Percentage ownership is based on 615,572,226 shares of Symantec common stock outstanding as of July 1, 2016 (excluding shares held in treasury). Shares of common stock subject to stock options and restricted stock units vesting on or before August 30, 2016 (within 60 days of July 1, 2016) 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.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percent of Class
5% Beneficial Owner
Dodge & Cox (1)			87,383,425				14.2	%
BlackRock, Inc. (2)			40,091,598				6.5	%
The Vanguard Group (3)			39,835,447				6.5	%
Franklin Mutual Advisers, LLC (4)			37,203,451				6.0	%
Directors and Named Executive Officers:
Scott C. Taylor (5)			233,622				*
Michael A. Brown			209,971				*
David L. Mahoney			166,386				*
Francis C. Rosch (6)			163,132				*
Daniel H. Schulman			135,952				*
Robert S. Miller			125,358				*
Geraldine B. Laybourne			119,334				*
Balaji Yelamanchili			114,096				*
Frank E. Dangeard			89,411				*
V. Paul Unruh			66,674				*
Thomas J. Seifert			41,374				*
Anita M. Sands			39,231				*
Suzanne M. Vautrinot			32,982				*
Kenneth Hao			19,263				*
All current Symantec executive officers and directors as a group (18 persons)(7)			1,591,434				*

*	Less than 1%.

(1)	Based solely on a Schedule 13G/A filing made by Dodge & Cox on February 12, 2016, 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 13G/A filing made by BlackRock, Inc. on January 27, 2016, reporting sole voting and dispositive power over the shares. This stockholder’s address is 55 East 52nd Street, New York, NY 10022.

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(3)	Based solely on a Schedule 13G/A filing made by The Vanguard Group on February 10, 2016, reporting sole voting and dispositive power over the shares. This stockholder’s address is 100 Vanguard Blvd., Malvern, PA 19355.

(4)	Based solely on a Schedule 13G/A filing made by Franklin Mutual Advisers, LLC on February 2, 2016, reporting sole voting and dispositive power over the shares. This stockholder’s address is 101 John F. Kennedy Parkway, Short Hills, NJ 07078-2789.

(5)	Includes 72,000 shares subject to options that will be exercisable as of August 30, 2016.

(6)	Includes 68,000 shares subject to options that will be exercisable as of August 30, 2016.

(7)	Includes 140,000 shares subject to options that will be exercisable as of August 30, 2016.

Symantec has adopted policies that executive officers and members of the Board hold an equity stake in the Company. The Nominating and Governance Committee reviews the minimum number of shares held by the executive officers and directors from time to time. The purpose of the policies is to more directly align the interests of our executive officers and directors with our stockholders. See “Stock Ownership Requirements” under the Compensation Discussion & Analysis section of Item 11 for a description of the stock ownership requirements applicable to our executive officers and “Director Stock Ownership Guidelines” under Director Compensation for a description of the stock ownership requirements applicable to our directors.

Equity Compensation Plan Information

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 April 1, 2016:

		Equity Compensation Plan Information
Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights				Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
		(a)				(b)				(c)
Equity compensation plans approved by security holders			18,969,852			$	0.30				61,600,927	(1)
Equity compensation plans not approved by security holders			—	(2)			—				—
Total			18,969,852			$	0.30				61,600,927

(1)

Represents 62,784 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, 41,830,021 shares remaining available for future issuance under Symantec’s 2008 Employee Stock Purchase Plan and 19,498,523 shares remaining available for future issuance as stock options under Symantec’s 2013 Equity Incentive Plan.

(2)

Excludes outstanding options to acquire 11,433 shares as of April 1, 2016 that were assumed as part of various acquisitions. The weighted average exercise price of these outstanding options was $1.43 as of April 1, 2016. In connection with these acquisitions, Symantec has only assumed outstanding options and rights, but not the plan themselves, and therefore, no further options may be granted under these acquired-company plans.

Related-Person Transactions Policy and Procedures

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

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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 person has or will have a direct or indirect material interest. For purposes of the policy, a related person is any Symantec executive officer, director, nominee for director, or stockholder holding more than 5% of any class of Symantec’s voting securities, in each case, since the beginning of the previous fiscal year, and their immediate family members.

Under the policy, absent any facts or circumstances indicating special or unusual benefits to the related person, the following transactions are deemed not to be “related person transactions” (meaning the related person is deemed to not have a direct or indirect material interest in the transaction):

	•		compensation to executive officers determined by Symantec’s Compensation Committee;

	•		any transaction with another company at which a related person is a director or an employee (other than an executive officer) if the aggregate amount involved does not exceed the greater of $2,000,000, or three percent of that company’s total annual gross revenues, provided that the transaction involves the purchase of either company’s goods and services and the transaction is subject to usual trade terms and is in the ordinary course of business and the related person is not involved in the negotiation of the transaction;

	•		any compensation paid to a director if the compensation is required to be reported in Symantec’s proxy statement;

	•		any transaction where the related person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis;

	•		any charitable contribution, grant or endowment by Symantec or the Symantec Foundation to a charitable organization, foundation or university at which a related person’s only relationship is as a director or an employee (other than an executive officer), if the aggregate amount involved does not exceed $120,000, or any non-discretionary matching contribution, grant or endowment made pursuant to a matching gift program;

	•		any transaction where the rates or charges involved are determined by competitive bids;

	•		any transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; or

	•		any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

Under the policy, members of Symantec’s legal department review transactions involving related persons that do not fall into one of the above categories. If they determine that a related person could have a significant interest in a transaction, the transaction is referred to the Nominating and Governance Committee. In addition, transactions may be identified through Symantec’s Code of Conduct or other Symantec policies and procedures, and reported to the Nominating and Governance Committee. The Nominating and Governance Committee determines whether the related person has a material interest in a transaction and may approve, ratify, rescind or take other action with respect to the transaction.

Certain Related Person Transactions

On February 3, 2016, Symantec entered into an investment agreement with Silver Lake, relating to the issuance to Silver Lake of $500 million principal amount of convertible 2.5% unsecured notes, due 2021. In connection with the investment, Kenneth Y. Hao, a managing partner and managing director of Silver Lake, was appointed to Symantec’s Board.

On June 12, 2016, Symantec entered into an investment agreement with Silver Lake and other purchasers, relating to the issuance to the Purchasers of $1.25 billion aggregate principal amount of 2.0% convertible unsecured notes due 2021. Pursuant to the investment agreement, Silver Lake, a private equity firm of which Mr. Hao is a managing partner and managing director, has agreed to purchase $500 million aggregate principal amount of the notes. The transactions contemplated by this investment agreement are expected to close concurrently with the closing of the Blue Coat Acquisition, subject to satisfaction of the conditions set forth in the investment agreement.

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Board Independence

It is the policy of the Board and NASDAQ’s rules require listed companies to have a board of directors with at least a majority of independent directors, as defined under NASDAQ’s Marketplace Rules. Currently, each member of our Board, other than our Chief Executive Officer, Michael A. Brown, is an independent director and all standing committees of the Board are composed entirely of independent directors, in each case under NASDAQ’s independence definition. The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. In addition, the Board has made a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and the Company with regard to each director’s business and other activities as they may relate to Symantec and our management. Based on this review and consistent with our independence criteria, the Board has affirmatively determined that the following directors are independent: Frank E. Dangeard, Kenneth Y. Hao, Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller, Anita M. Sands, Daniel H. Schulman, V. Paul Unruh and Suzanne M. Vautrinot.

We regularly review the services and fees from our independent registered public accounting firm, KPMG LLP (“KPMG”). These services and fees are also reviewed with the Audit Committee annually. In accordance with standard policy, KPMG periodically rotates the individuals who are responsible for Symantec’s audit. Symantec’s Audit Committee has determined that the providing of certain non-audit services, as described below, is compatible with maintaining the independence of KPMG.

In addition to performing the audit of Symantec’s consolidated financial statements, KPMG provided various other services during fiscal years 2016 and 2015. Symantec’s Audit Committee has determined that KPMG’s provisioning of these services, which are described below, does not impair KPMG’s independence from Symantec. The aggregate fees billed for fiscal years 2016 and 2015 for each of the following categories of services are as follows:

Fees Billed to Symantec		2016				2015
Audit fees(1)		$	21,972,001			$	7,773,692
Audit related fees(2)			1,431,411				1,494,333
Tax fees(3)			284,052				401,111
All other fees(4)			61,131				132,858
Total fees		$	23,748,595			$	9,801,994

The categories in the above table have the definitions assigned under Item 9 of Schedule 14A promulgated under the Exchange Act, and these categories include in particular the following components:

(1) “Audit fees” include fees for audit services principally related to the year-end examination and the quarterly reviews of Symantec’s consolidated financial statements, consultation on matters that arise during a review or audit, review of SEC filings, audit services performed in connection with Symantec’s acquisitions and statutory audit fees.

(2) “Audit related fees” include fees which are for assurance and related services other than those included in Audit fees.

(3) “Tax fees” include fees for tax compliance and advice.

(4) “All other fees” include fees for all other non-audit services, principally for services in relation to certain information technology audits.

An accounting firm other than KPMG performs supplemental internal audit services for Symantec. Another accounting firm provides the majority of Symantec’s outside tax services.

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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent

Registered Public Accounting Firm

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

All of the services relating to the fees described in the table above were approved by the Audit Committee.

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SIGNATURES

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 29th day of July 2016.

SYMANTEC CORPORATION
By		/s/ THOMAS J. SEIFERT
		Thomas J. Seifert
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number				Incorporated by Reference								Filed Herewith
	Exhibit Description		Form		File No.		Exhibit		Filing Date
31.03		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002										X
31.04		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002										X