Gen Digital (GEN) 10-K/A risk factor changes: FY2017 vs FY2016

| [removed: þ] [added: ☑] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the Fiscal Year Ended [removed: April 1, 2016][added: March 31, 2017]

| [removed: ¨] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act.]

Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

| Large accelerated filer | | [removed: þ] [added: ☑] | | Accelerated filer | | [removed: ¨] [added: ☐] |

| Non-accelerated filer | | [removed: ¨] [added: ☐] (Do not check if a smaller reporting company) | | Smaller reporting company | | [removed: ¨] [added: ☐] |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange [removed: Act).]

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: October 2, 2015] [added: September 30, 2016] as reported on the Nasdaq Global Select Market: [removed: $13,338,113,735.][added: $15,559,432,822.]

Number of shares outstanding of the registrant’s common stock as of [removed: July 1, 2016: 615,572,226][added: June 30, 2017: 610,990,648]

| [removed: [Item] [added: Item] 10. [removed: Directors,] [added: [Directors,] Executive Officers and Corporate [removed: Governance](#tx133242_1)] [added: Governance](#tx430795_1)] | | | 3 | |

| [removed: [Item] [added: Item] 11. [removed: Executive Compensation](#tx133242_2)] [added: [Executive Compensation](#tx430795_2)] | | | [removed: 13] [added: 11] | |

| [removed: [Item] [added: Item] 12. [removed: Security] [added: [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx133242_3)] [added: Matters](#tx430795_3)] | | | [removed: 41] [added: 42] | |

| [removed: [Item] [added: Item] 13. [removed: Certain] [added: [Certain] Relationships and Related Transactions, and Director [removed: Independence](#tx133242_4)] [added: Independence](#tx430795_4)] | | | [removed: 42] [added: 44] | |

| [removed: [Item] [added: Item] 14. [removed: Principal] [added: [Principal] Accountant Fees and [removed: Services](#tx133242_5)] [added: Services](#tx430795_5)] | | | [removed: 44] [added: 46] | |

This Amendment No. 1 on Form 10-K/A supplements our Annual Report on Form 10-K for the year ended [removed: April 1, 2016,] [added: March 31, 2017,] which we filed with the Securities and Exchange Commission [added: (“SEC”)] on May [removed: 20, 2016] [added: 19, 2017] (the “Original Filing”).

Except as described above, no other amendments are being made to our annual report on Form 10-K filed on May [removed: 20, 2016.][added: 19, 2017.]

10-K/A 1 d430795d10ka.htm FORM 10-K/A

Act.

Yes ☑ No ☐

Yes ☑ No ☐

| | | | | | | |

| | | | | Emerging growth company | | ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Act).

Yes ☐ No ☑

For the Fiscal Year Ended March 31, 2017

| [Signatures](#tx430795_6) | | | 47 | |

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

| [Signatures](#tx133242_6) | | | 46 | |

| | • | | _Industry and Technology Expertise._ As a [removed: security and technology] [added: cybersecurity] 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 [removed: processes] [added: services] that we [removed: develop,] [added: develop] and evolving customer requirements. |

| | • | | _Leadership Experience._ Directors who have served in a senior leadership position, as a general manager of a [removed: business,] [added: business] or as the functional leader of a global sales, marketing or product development organization, are important to [removed: us,] [added: 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 [removed: personnel;] [added: personnel and] the importance of public-company corporate governance, including oversight matters, strategic decisions and operational and compliance-related matters. |

| | • | | _Business Combinations and Partnerships Experience._ Directors who have a background in [removed: M&A] [added: mergers] and [added: acquisitions and] strategic partnership transactions can provide insight into developing and implementing strategies for growing our business through [removed: combination] [added: combinations] and/or partnerships with other organizations. |

| | • | | _Financial Expertise._ Knowledge of financial markets, financing [removed: operations,] [added: operations] and accounting and financial reporting processes is important because it assists our directors in understanding, [removed: advising,] [added: advising] and overseeing Symantec’s capital structure, financing and investing activities, financial [removed: reporting,] [added: reporting] and internal control of such activities. |

| | • | | _Diversity._ In addition to a diverse portfolio of professional background, experiences, knowledge and skills, the composition of [removed: the] [added: our] Board should reflect the benefits of diversity as to gender, [removed: race,] [added: race] and ethnic background. |

Our Board currently consists of [removed: ten] [added: eleven] directors, [removed: nine] [added: each] of whom our Board currently expects to nominate for election at our [removed: 2016] [added: 2017] Annual Meeting of [removed: Stockholders (the “Annual Meeting”).][added: Stockholders, including ten independent directors and our Chief Executive Officer.]

These directors are identified below, along with their ages at [removed: July 1, 2016] [added: June 30, 2017] and other information.

| Frank E. Dangeard | | | [removed: 58] [added: 59] | | | Managing Partner, Harcourt | | | 2007 | |

| Kenneth Y. Hao | | | [removed: 47] [added: 48] | | | Managing Partner and Managing [removed: Director of] [added: Director,] Silver Lake [added: Partners] | | | 2016 | |

| Geraldine B. Laybourne | | | [removed: 69] [added: 70] | | | Chairman of the Board, Katapult Studio | | | 2008 | |

| David L. Mahoney | | | [removed: 62] [added: 63] | | | Director | | | 2003 | |

| Robert S. Miller | | | [removed: 74] [added: 75] | | | President and [removed: CEO,] [added: Chief Executive Officer,] International Automotive Components Group | | | 1994 | |

| Anita M. Sands | | | [removed: 40] [added: 41] | | | Director | | | 2013 | |

| Daniel H. Schulman | | | [removed: 58] [added: 59] | | | President and [removed: CEO,] [added: Chief Executive Officer,] PayPal Holdings, Inc. | | | 2000 | |

| V. Paul Unruh | | | [removed: 67] [added: 68] | | | Director | | | 2005 | |

| Suzanne M. Vautrinot | | | [removed: 56] [added: 57] | | | President, Kilovolt Consulting Inc. | | | 2013 | |

[removed: Brown_] [added: Clark_] has served as our Chief Executive Officer [removed: since September 2014] and [removed: as] a member of our Board since [removed: July 2005, following the acquisition of Veritas.][added: August 2016.]

[removed: Mr. Brown] [added: He] had served on [removed: the Veritas] [added: Veritas’] board of directors since 2003.

[removed: Mr. Brown] [added: He is a Certified Public Accountant and] holds a [removed: master’s of] [added: Bachelor’s degree in] business administration from [removed: Stanford Business School] [added: Boston University] and a [removed: bachelor’s] [added: Master’s] degree [added: in taxation] from [removed: Harvard] [added: Fairleigh Dickinson] University.

| | • | | _Industry and Technology Experience_ – [added: Former Chairman and Chief Executive Officer of Thomson;] former [added: Deputy] Chief Executive Officer [removed: and] [added: of France Telecom; former Deputy] Chairman of [removed: Quantum Corporation;] [added: Telenor;] former member of the [removed: board] [added: boards] of directors of [removed: Quantum Corporation, Equal Logic] [added: Eutelsat] and [removed: Digital Impact.] [added: SonaeCom and member of the board of directors of RPX Corporation.] |

| | • | | _Global Experience_ – Chief Executive Officer of Symantec [removed: Corporation.] [added: Corporation; former Chief Executive Officer of Blue Coat and former President and Chief Executive Officer of Mincom.] |

| | • | | _Business Combinations and Partnerships [removed: Experience_ – former] [added: Experience –_ President and] Chief Executive Officer of [removed: Quantum] [added: PayPal] and former [removed: Chairman] [added: Chief Executive Officer] of [removed: Line 6.] [added: Virgin Mobile USA.] |

| | • | | _Financial Experiences_ – [added: Former Chairman and Chief Executive Officer of Thomson;] former [added: Deputy] Chief Executive Officer of [removed: Quantum;] [added: France Telecom;] former Chairman of [removed: Line 6 and Equal Logic; and served on] the Audit Committee of [removed: Digital Impact] [added: Electricité de France] and [removed: Line 6.] [added: former Deputy Chairman of Telenor.] |

He has been the Managing Partner of Harcourt, an advisory [removed: and investment] firm, since March 2008.

From September 2002 to September 2004, he was Deputy [removed: CEO] [added: Chief Executive Officer] of France Telecom, a global telecommunications operator.

From 1997 to 2002, Mr. Dangeard was Senior Executive Vice President of Thomson and [added: served as its] Vice Chairman in 2000.

Prior to joining Thomson, [removed: Mr. Dangeard] [added: he] was Managing Director of SG Warburg & Co. Ltd. from 1989 to [removed: 1997,] [added: 1997 in London, Paris] and [added: Madrid and] Chairman of SG Warburg France from 1995 to 1997.

[removed: Mr. Dangeard also] [added: He] serves on the boards of RPX [removed: Corporation, RBS Group] [added: Corporation] and [removed: Telenor,] [added: Royal Bank of Scotland Group PLC (“RBS Group”),] and on a number of advisory boards.

Mr. Dangeard has previously served as a director of a variety of companies, including [removed: Atari,] Crédit Agricole CIB, Eutelsat, Home Credit, [removed: Moser Baer,] SonaeCom, [removed: Thomson and] [added: Thomson,] Electricité de [removed: France.][added: France and Telenor.]

He graduated from the École des Hautes Études Commerciales, the Paris Institut d’Études Politiques and [added: holds an LLM degree] from [removed: the] Harvard Law School.

| | • | | [removed: _Industry and Technology] [added: _Public Company Board] Experience_ – [removed: former Chairman and Chief Executive Officer of Thomson and former Deputy CEO of France Telecom; former] [added: Current] member of the board of directors of [removed: Eutelsat] [added: RPX Corporation] and [removed: SonaeCom;] [added: of RBS Group; former Deputy Chairman of Telenor and former] member of the [removed: board] [added: boards] of directors of [removed: RPX Corporation] [added: Eutelsat, Electricité de France, Thomson,] and [removed: Telenor.] [added: SonaeCom.] |

| | • | | _Global Experience_ – Member of the board of directors of [removed: Telenor (Norway) and] RBS Group (the United Kingdom); former Chairman and Chief Executive Officer of Thomson (France); former Deputy [removed: CEO] [added: Chief Executive Officer] of France Telecom (France); former [added: Deputy Chairman of Telenor (Norway) and former] member of the [removed: board] [added: boards] of directors of Crédit Agricole CIB (France), Eutelsat (France), [added: Home Credit (Czech Republic),] Electricité de [removed: France, SonaeCom (Portugal)] [added: France (France)] and [removed: Moser Baer (India).] [added: SonaeCom (Portugal).] |

| | • | | _Leadership Experience_ – Managing Partner of [removed: Harcourt, former Chairman of Atari,] [added: Harcourt;] former Chairman and Chief Executive Officer of [removed: Thomson,] [added: Thomson; former] Deputy [removed: CEO] [added: Chief Executive Officer] of France [removed: Telecom,] [added: Telecom; former Deputy] Chairman of [added: Telenor and former Chairman of] SG Warburg France and Managing Director of SG Warburg & Co. Ltd. |

| | • | | _Business Combinations and Partnerships Experience_ – [removed: former] [added: Former] Chairman and Chief Executive Officer of [removed: Thomson,] [added: Thomson; former] Deputy [removed: CEO] [added: Chief Executive Officer] of France [removed: Telecom,] [added: Telecom; former Deputy] Chairman of [added: Telenor; former Chairman of] SG Warburg France and [added: former] lawyer at Sullivan & Cromwell LLP. |

Hao_ has served as a member of our Board since March [removed: 2016 when he joined in connection with Silver Lake’s investment in Symantec.][added: 2016.]

Mr. Hao [removed: is] [added: joined Silver Lake Partners in 2000 and currently serves Silver Lake as] a Managing Partner and Managing [removed: Director of Silver Lake.][added: Director.]

Prior to joining Silver [removed: Lake in 2000, Mr. Hao] [added: Lake, he] was an investment banker with Hambrecht & [removed: Quist for almost 10 years, most recently serving] [added: Quist, where he served] as a Managing Director in the Technology Investment Banking group.

Mr. Hao also serves on the [removed: board] [added: boards] of directors of Broadcom Limited and [added: SMART Global Holdings, Inc., as well as] on the board of directors of a number of private companies in Silver Lake’s portfolio.

Mr. Hao graduated from Harvard [removed: College] [added: University] with [removed: an A.B.] [added: a Bachelor’s degree] in [removed: Economics.][added: economics.]

| Gregory S. Clark | | | 52 | | | Chief Executive Officer | | | 2016 | |

| David W. Humphrey | | | 40 | | | Managing Director, Bain Capital | | | 2016 | |

Prior to joining Symantec, he served as the Chief Executive Officer of Blue Coat and as a member of Blue Coat’s board of directors from September 2011 to August 2016, when we acquired that company.

From 2008 to August 2011, Mr. Clark was the President and Chief Executive Officer of Mincom, a global software and service provider to asset-intensive industries.

Before joining Mincom, he was a Founder and served as President and Chief Executive Officer of E2open, a provider of cloud-based supply chain software, from 2001 until 2008.

Earlier in his career, Mr. Clark founded a security software firm, Dascom, which was acquired by IBM in 1999.

He served as a distinguished engineer and Vice President of IBM’s Tivoli Systems, a division providing security and management products, from 1999 until 2001.

Mr. Clark holds a Bachelor’s degree from Griffith University.

| | • | | _Industry and Technology Experience_ – Chief Executive Officer of Symantec Corporation; former Chief Executive Officer of Blue Coat and former President and Chief Executive Officer of Mincom. |

| | • | | _Leadership Experience_ – Chief Executive Officer of Symantec Corporation; former Chief Executive Officer of Blue Coat; former President and Chief Executive Officer of Mincom and Founder, President and Chief Executive Officer of E2open. |

| | • | | _Financial Experiences_ – Chief Executive Officer of Symantec Corporation; former Chief Executive Officer of Blue Coat; former President and Chief Executive Officer of Mincom and Founder, President and Chief Executive Officer of E2open. |

He also serves on the Executive Council for UCSF Health.

Humphrey_ has served as a member of our Board since August 2016 when he joined in connection with Bain Capital’s investment in Symantec, prior to which he served on Blue Coat’s board of directors since May 2015.

He is a Managing Director of Bain Capital, a private equity firm, where he co-leads the firm’s investing efforts in technology, media and telecom investments and where he has worked since 2001.

Prior to joining Bain Capital, Mr. Humphrey was an investment banker in the mergers and acquisitions group at Lehman Brothers from 1999 to 2001.

He serves on the boards of directors of BMC Software and Genpact Ltd. and on the board of directors of a number of private companies in Bain Capital’s portfolio.

Mr. Humphrey previously served on the boards of directors of Bright Horizons Family Solutions, Inc. Burlington Coat Factory Warehouse Corporation, Skillsoft PLC and Bloomin’ Brands, Inc. He received a Master of Business Administration degree from Harvard Business School and a Bachelor’s degree from Harvard University.

| | • | | _Industry and Technology Experience_ – Former member of the board of directors of Blue Coat; Managing Director of Bain Capital; and member of the boards of directors of BMC Software, Inc., Viewpoint Construction Software, Navicure, Inc. and Genpact Ltd. |

| | • | | _Global Experience_ – Extensive experience investing in large global businesses. |

| | • | | _Leadership Experience_ – Managing Director of Bain Capital and leader of its technology, media and telecom vertical; and member of the boards of directors of BMC Software, Inc. Viewpoint Construction Software, Navicure, Inc. and Genpact Ltd. |

| | • | | _Public Company Board Experience_ – Current member of the board of directors of BMC Software and Genpact Ltd. and former member of the boards of directors of Bright Horizons Family Solutions, Inc. Burlington Coat Factory Warehouse Corporation, Skillsoft PLC and Bloomin’ Brands, Inc. |

| | • | | _Business Combinations and Partnerships Experience_ – Managing Director of Bain Capital and former investment banker with Lehman Brothers. |

| | • | | _Financial Experiences_ – Managing Director of Bain Capital and former investment banker with Lehman Brothers. |

Mr. Schulman served as Chief Executive Officer of Virgin Mobile USA, a cellular phone service provider, from September 2001 to November 2009, when Sprint Nextel acquired that company.

Ms. Vautrinot was a National Security Fellow at the John F.

Kennedy School of Government at Harvard University.

In 2017 she was inducted into the National Academy of Engineering.

Director Qualifications:

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_Ms.

Previously, she served as our SVP and General Manager, Website Security from January 2016 to February 2017; as our SVP and General Manager, Trust Services from 2014 to January 2016; and as our SVP of Alliances from 2013 to 2014.

Prior to joining Symantec, Ms. Divol served in a variety of capacities at McKinsey & Company, a global management consulting firm, from 1996 to 2013, including as partner from 2008 to 2013.

She is a director at Wolverine Worldwide and sits on the board of the Global Fund for Women.

Ms. Divol holds a Master of Business Administration degree from Insead and a Master’s degree from École Polytechnique in Paris.

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

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.

| Michael A. Brown | | | 57 | | | Chief Executive Officer | | | 2005 | |

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 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.

| | • | | _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. |

| | • | | _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. |

| | • | | _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. |

Ms. Laybourne is also a member of the board of directors of three private companies in addition to Katapult Studio.

He has previously served as a director of a variety of companies, including Tercica Incorporated.

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.

Mr. Unruh had served on Veritas’ board of directors since 2003.

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| John Sorensen | | | 51 | | | Senior Vice President, Global Enterprise Sales |

_Dr.

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.

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.

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.

This compensation discussion and analysis [added: (“CD&A”)] describes the material elements of Symantec’s executive compensation program for fiscal [removed: 2016.][added: 2017.]

For fiscal [removed: 2016,] [added: 2017,] our named executive officers, or NEOs, include the following current officers:

| [added: Michael A. Brown] | [removed: •] | | [removed: Michael A. Brown, Chief Executive Officer (*)] | [added: (1) | | | | (1) | | | | (1) | | | | (1) |]

| | • | | [removed: Thomas J. Seifert,] [added: Nicholas R. Noviello,] Executive Vice President and Chief Financial Officer [added: (“CFO”)] |

| | • | | Scott C. Taylor, Executive Vice President, General Counsel and [removed: Corporate] Secretary |

| | • | | Francis C. Rosch, Executive Vice President, [removed: Norton] [added: Consumer] Business [removed: Unit] |

The overriding principle driving our compensation programs continues to be our belief that [removed: it benefits] our employees, customers, partners and stockholders [removed: to have] [added: all benefit when] management’s compensation [added: is] tied to our current and long-term performance.

| | • | | [removed: _PRUs;] [added: _Performance-based Restricted Stock Units (“PRUs”);] no Options._ [removed: We continue to grant performance-based restricted stock units (“PRUs”) to] [added: The majority of the annual, at-target equity compensation of] our named executive officers [removed: as a regular part] [added: is in the form] of [added: PRUs, which do not have any value unless] our [removed: annual executive compensation program.] [added: company achieves targeted non-GAAP operating income for fiscal 2018.] 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 [removed: payouts.] [added: payouts in a year.] |

| | • | | _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 [removed: basis.] [added: basis and, when necessary, make adjustments.] |

| | • | | _Annual Say-on-Pay Vote [removed: Held._] [added: and Stockholder Engagement_.] We seek stockholder feedback on our executive compensation through an annual advisory vote and [removed: through] ongoing stockholder engagement. |

| | • | | _No Gross-ups [removed: Permitted._] [added: Permitted_.] We do not provide for gross-ups of excise tax values under Section 4999 of the [removed: Internal Revenue Code, as amended (the “Code”).] [added: Code.] |

| | • | | _Limited [added: Cash] Severance._ We limit any potential cash severance payments to not more than 1x our executive officers’ total target cash compensation and [removed: 3x] [added: 2x] our [removed: CEO’s] [added: Chief Executive Officer’s] total [removed: target cash compensation.] [added: base salary.] |

| | • | | _Clawback Provisions._ We have [added: traditionally included] 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 [added: and Pledging] Prohibited._ Our executive officers are prohibited from short-selling Symantec stock or engaging in transactions involving Symantec-based derivative [removed: securities,] [added: securities] and are also prohibited from pledging their Symantec stock. |

_Summary of Compensation Matters During Fiscal [removed: 2016_][added: 2017_]

During fiscal [removed: 2016,] [added: 2017,] we used [removed: three] [added: two] core financial operating metrics [removed: as well as total shareholder return (“TSR”) relative] to [removed: the S&P 500 to] assess company performance [added: in our Fiscal 2017 Executive Annual Incentive Plan (the “FY17 Executive Annual Incentive Plan”)] and determine incentive compensation amounts earned by our [removed: executives.][added: executive officers: non-GAAP operating income and non-GAAP revenue.]

[removed: These metrics were] [added: Our Compensation Committee] selected [added: these metrics] because [removed: we believe] they are closely correlated with enterprise value for companies in our [removed: sector] [added: industry] and [removed: promote] [added: encourage] the appropriate [removed: behaviors] [added: focus] for our leadership team while driving company performance.

Finally, individual performance was a factor in the potential annual incentive awards of our named executive officers under our [added: FY17] Executive Annual Incentive Plan.

| [removed: Incentive Plan | | | |] Fiscal [removed: 2016] [added: 2017] Performance | | | | Incentive Award Outcome |

| [removed: | | • | | For the fourth quarter of fiscal 2016 for Symantec alone, our] [added: Our] non-GAAP operating [removed: income(1)] [added: income*] was [removed: 89.4%] [added: 105%] of the targeted performance [removed: level which was below the 90% threshold level] [added: level,] and our non-GAAP [removed: revenue(1)] [added: revenue] was [removed: 95.1%] [added: 100%] of the targeted performance level. | | | | [removed: for Symantec alone, our] [added: Our] non-GAAP operating [removed: income(1)] [added: income*] metric funded at [removed: 0%] [added: 125.8%] of target and non-GAAP [removed: revenue(1)] [added: revenue] funded at [removed: 70.4%] [added: 100%] of target. [added: The approved funding level was 111.5% of target, slightly below the formulaic payout.] |

[removed: | (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 [added: GAAP] gross profit less operating [removed: expenses before interest and taxes,] [added: expenses,] adjusted to exclude stock-based compensation expense, charges related to the amortization of intangible assets, [added: restructuring, separation, transition and other related expenses, acquisition and integration expenses, the impact from inventory fair value adjustments as part of business combination accounting entries and] certain other income and expense items that management considers unrelated to Symantec’s core [removed: operations, and the associated income tax effects of the adjustments; (ii)] [added: operations including] non-GAAP revenue [removed: as adjusted to exclude the 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. |]

For purposes of calculating achievement of [removed: these] [added: both] metrics, [removed: consistent with the presentation of non-GAAP operating income in our quarterly supplemental materials,] foreign exchange movements were held constant at plan rates, pursuant to the terms of the plans.

Our named executive officers were compensated in a manner consistent with our core pay-for-performance compensation [removed: philosophy.][added: philosophy, taking into account the factors described under “—Transitioning Blue Coat Executives” below.]

The following are some important elements of our named executive officers’ compensation for fiscal [removed: 2016:][added: 2017:]

| | • | | Majority of pay at risk. For fiscal [removed: 2016,] [added: 2017, based on full target award value,] approximately [removed: 93%] [added: 96%] of our [added: current] CEO’s target total direct compensation was at risk and [added: on average] approximately [removed: 89%] [added: 93%] of the target total direct compensation for our other named executive [removed: officers, on average,] [added: officers] was at risk. [added: Our former CEO’s compensation package did not reflect similar weighting due to the CEO transition process announced in April 2016.] |

| | • | | Short-term incentive compensation linked directly to Symantec financial results. Our executive annual incentive compensation [removed: was] [added: is] structured to emphasize performance. Under the [removed: FY16] [added: FY17] Executive Annual Incentive [removed: Plans,] [added: Plan,] the named executive officers were eligible to receive performance-based incentive cash awards based on our company’s achievement of targeted non-GAAP operating income [removed: for fiscal 2016] and [removed: targeted] non-GAAP revenue during fiscal [removed: 2016.] [added: 2017.] |

[removed: | | • | | Long-term incentive compensation is 100% equity-based.] For fiscal [removed: 2016,] [added: 2017,] the [removed: long-term compensation] [added: equity incentive] component of our [removed: named] executive [removed: officers’] compensation [removed: packages] [added: program] consisted [removed: entirely] of [removed: long-term equity incentive awards. |][added: PRUs and RSUs for all of our named executive officers.]

| | • | | Performance measures [removed: are designed] [added: were selected based on management’s ability] to [added: impact outcomes and to] reward executives for results that correlate with stockholder [removed: value and that they have the ability to influence.] [added: value.] In fiscal [removed: 2016,] [added: 2017, performance metrics for] the cash annual incentive plan [removed: metrics] [added: and performance-based equity awards] were [removed: non-GAAP] operating [removed: income and non-GAAP revenue,] [added: performance metrics most critical for our business transformation,] which we believe [removed: our executives have a more direct ability to affect.] [added: directly correlate with stockholder value appreciation.] |

For example, during fiscal [removed: 2016] [added: 2017] we engaged in discussions with approximately [removed: 155] [added: 30] of our stockholders representing approximately [removed: 66%] [added: 80%] of our then actively managed stockholder base [removed: (38%] [added: (45%] of our then outstanding shares).

We have received approximately [removed: 98%, 97%, 97% and] 96% [added: and 97%] of the votes cast on the advisory vote in favor of our executive compensation [removed: (in fiscal 2011, fiscal 2012,] [added: in] fiscal [removed: 2013] [added: 2015] and fiscal [removed: 2015, respectively).][added: 2016 respectively.]

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

The value [removed: to the employee] of the remainder of the equity grants to our named executive officers depends on the company share price performance.

A Total Rewards Approach: Elements of the total rewards offered to our executive officers include base salary, short- and long-term incentives including equity awards, health [removed: benefits,] [added: benefits] and a deferred compensation program.

[removed: The] [added: Nonetheless, the] Compensation Committee [added: bases its decisions on its subjective judgment and] may set the actual components for an individual named executive officer above or below the positioning benchmark based on factors such as experience, performance achieved, specific skills or competencies, the desired pay mix (e.g., emphasizing short- or long-term [removed: results),] [added: results)] and our budget.

The Compensation Committee relies on various data sources to evaluate the market competitiveness of each pay element, including publicly-disclosed data from a peer group of companies (see discussion below) and published survey data from a broader set of information technology companies that the Compensation [removed: Committee,] [added: Committee believes represent Symantec’s competition in the broader talent market,] based on the advice of Mercer, an outside consulting firm to the Compensation [removed: Committee, believes represent Symantec’s competition in the broader talent market.][added: Committee.]

Further, consistent with prior years, in part because we believe that stockholders measure our performance against a wide array of technology peers, for fiscal [removed: 2016] [added: 2017] the Compensation Committee used a peer group that consists of a broad group of high technology companies in different market segments that were of a comparable size to us [removed: prior to] [added: after] the [added: sale of our] Veritas [removed: Sale.][added: business (but excluding the acquisitions of Blue Coat or LifeLock, as these acquisitions occurred during our fiscal 2017).]

The Compensation Committee reviews our peer group on an annual basis, with input from Mercer, and the group may be adjusted from time to time based on, among other factors, a comparison of revenues, market capitalization, industry, peer group performance, [removed: M&A] [added: merger and acquisition] activity and stockholder input.

The following criteria were used to select our updated [removed: FY16] peer [removed: group:][added: group to be used to evaluate named executive officer pay levels in connection with setting compensation for fiscal 2018:]

| | • | | [removed: Similar breadth of] [added: Comparable] complexity and global reach [removed: as Symantec;] |

| | • | | Gregory S. Clark, Chief Executive Officer (“CEO”) |

| | • | | Michael D. Fey, President and Chief Operating Officer (“COO”) |

Our NEOs also include, pursuant to applicable SEC rules, the following former executive officers:

| | • | | Michael A. Brown, former President and CEO |

| | • | | Thomas J. Seifert, former Executive Vice President and CFO |

_Introduction_

Fiscal 2017 was a transformative year for Symantec, defined by a strategic refocus exclusively on cybersecurity, a major operational initiative to reduce costs and complexity, and a significant realignment of our executive leadership.

In January 2016 we completed the sale of our Veritas information management business (“Veritas”) to The Carlyle Group (the “Veritas Sale”).

In April 2016 we initiated a CEO transition process which, in June 2016, resulted in our announced intent to acquire Blue Coat, Inc. (“Blue Coat”) and to appoint Gregory Clark (Blue Coat’s then-CEO) as our CEO, effective upon the completion of the Blue Coat acquisition.

In July 2016 we announced our intent to appoint Michael Fey (Blue Coat’s then-president and COO) as our President and COO (effective upon the completion of the Blue Coat acquisition).

In August 2016 we completed the Blue Coat acquisition, and Mr. Clark became our new CEO and Mr. Fey became our new President and COO.

In November 2016 we announced our intent to acquire LifeLock, Inc., and we completed the acquisition in February 2017.

Finally, in December 2016, Nicholas Noviello (former CFO of Blue Coat) succeeded Thomas Seifert as our Executive Vice President and CFO.

This CD&A and our executive compensation programs for fiscal 2017 reflect the significant changes to our management team and to our business described above.

We made revisions to elements of executive compensation to ensure that the appropriate incentives were in place to drive strong performance through a period of significant change

within our company.

Specifically, we adjusted the non-GAAP (as defined below) revenue and operating income targets and payout curves under our fiscal 2017 cash incentive plans in December 2016 to reflect both the impact of the acquisitions of Blue Coat and LifeLock on our financial plan and to account for the transformational impact on our business operations of our cost and complexity reduction initiative.

Similarly, the performance metrics under our fiscal 2017 PRU grants (as defined below) were also revised in March 2017 for the same reasons.

Throughout this CD&A, unless otherwise indicated, the discussion of our fiscal 2017 cash incentive plan and PRUs addresses these revised metrics or payout curves, not the previously established metrics or curves, and is adjusted to exclude the related equity accounting modification charges for fiscal 2017.

Fiscal 2017 was a year of major change and was marked with substantial operating improvement across the entire company.

The Company’s financial results for fiscal 2017 demonstrate strong execution:

| | • | | The Company’s Generally Accepted Accounting Principles (“GAAP”) revenue in fiscal 2017 was $4.019 billion, an increase of 12% over fiscal 2016, with fiscal 2017 Enterprise Security segment GAAP revenue up 22%, and fiscal Consumer Digital Safety segment GAAP revenue flat over fiscal 2016. |

| | • | | The Company realized over $300 million of run rate cost efficiencies and integration synergies exiting fiscal 2017, ahead of plan. |

In June 2016 our Compensation Committee approved the FY17 Executive Annual Incentive Plan which is measured based on the achievement of the two core financial operating metrics noted above.

The FY17 Executive Annual Incentive Plans provided our named executive officers, including Messrs.

Clark, Fey and Noviello, an opportunity to receive compensation at the end of fiscal 2017 based on the Company’s achievement of the non-GAAP operating income and revenue metrics, as well as each officer’s individual performance, except for Mr. Clark whose FY17 Executive Annual Incentive Plan payout is based on Company performance only.

The performance relative to the core financial operating metrics and resulting earning levels under the FY17 Executive Annual Incentive Plan are as follows:

| * | See “Compensation Components—II. Executive Annual Incentive Plan” below for a description of non-GAAP operating income and non-GAAP revenue. See also “Compensation Components—III. Equity Incentive Awards” below for a description of fiscal 2017 PRU grants, which are eligible to be earned only if we achieve a threshold of non-GAAP operating income at the end of fiscal 2018. |

_General_

| | • | | 100% Equity-Based long-term incentive compensation, the majority of which is performance-based. For fiscal 2017, the long-term compensation component of our named executive officers’ compensation packages consisted entirely of long-term equity incentive awards. 70% of the value of the target equity incentive awards granted to our executive officers, excluding the Retention Grant (as defined below) to our CEO, are made in PRUs (with the remaining 30% in RSUs). Under the PRUs, the named executive officers were eligible to earn shares based on our company’s achievement of targeted non-GAAP operating income for fiscal 2018, which the Compensation Committee believed would appropriately focus the executive team on achieving our revenue growth objectives while reducing operating expenses under our commitment to realize cost savings of $580 million by the end of fiscal 2018, including cost synergies from the Blue Coat and LifeLock acquisitions. |

_Transitioning Blue Coat Executives_

In connection with the Blue Coat acquisition, the Compensation Committee negotiated and we entered into “at will” employment agreements or offer letters with our CEO, CFO, and President and COO, confirming and documenting the terms and conditions of their employment (collectively, the “Blue Coat Executive Compensation Arrangements”).

Bringing on these executive officers to lead the combined organization following the Blue Coat acquisition was a critical factor in our Board of Directors’ decision to complete the Blue Coat acquisition.

As such, we believe that the terms and conditions of these employment agreements or offer letters were necessary to realize the full value we sought to obtain from the Blue Coat acquisition and to induce these individuals to forego other opportunities.

In filling these executive positions, our Board of Directors and the Compensation Committee were aware that it would be necessary to recruit and retain candidates with the requisite experience and skills to manage the transition in our business in a dynamic and ever-changing industry while successfully completing the integration of the two companies and delivering the expected synergies and cost-savings therefrom.

Accordingly, it recognized that it would need to develop competitive compensation packages to induce them to accept their offers of employment and be incentivized to drive the large-scale changes needed at our company.

At the same time, the Compensation Committee was sensitive to the need to integrate new executive officers into the executive compensation structure that it was seeking to develop, balancing both competitive and internal equity considerations.

For more information regarding the compensation packages provided to Messrs.

Clark, Fey and Noviello, see “Blue Coat Executive Compensation Arrangements” below.

For fiscal 2017, because we had instituted a CEO transition process, the Compensation Committee alone assessed Messrs.

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

| (*) | 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. |

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 of the transaction. |

| | • | | In connection with the Blue Coat Acquisition, we also announced on June 12, 2016 that at the closing of the Blue Coat Acquisition (i) Silver Lake had agreed to make an additional $500 million investment in Symantec, doubling its investment in Symantec to $1 billion, (ii) Bain Capital had agreed to make an investment of $750 million in convertible notes in the Company, and (iii) David Humphrey, a managing director of Bain Capital Private Equity, would be appointed to our Board. |

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

For a significant portion of the long-term equity incentive compensation component of our 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.

For fiscal 2016, our Compensation Leadership and Development Committee (“Compensation Committee”) anticipated the spinoff of the Veritas business in establishing the achievement of our operating metrics under our performance-based compensation plans.

Although the planned spinoff of Veritas instead became the Veritas Sale, the general timing of the separation remained the same and no significant changes to the metrics were needed and performance was assessed thereunder.

Under our fiscal 2016 executive annual incentive plans (the “FY16 Executive Annual Incentive Plans”), we analyzed performance as follows: for the first three quarters of fiscal 2016, non-GAAP revenue and non-GAAP operating income were measured as a combined Symantec/Veritas company; for the fourth quarter of fiscal 2016, these metrics were measured as to Symantec only.

For purposes of the fiscal 2016 PRU grants, the fiscal 2016 EPS performance metric was based solely on the combined Symantec/Veritas EPS achievement for the first three quarters of fiscal 2016.

Our Compensation Committee believed the assessment of performance for the first three quarters of fiscal 2016 as a combined company allowed for the most equitable assessment of performance for this metric in light of the anticipated separation.

For our fiscal 2016 incentive plans, performance and resulting earning levels are as follows:

| | | | | | | | | |

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

| FY16 Executive Annual Incentive Plans | | • | | For the first three quarters of fiscal 2016, as a combined Symantec/Veritas company, our non-GAAP operating income(1) was 91.4% of the targeted performance level, and our non-GAAP revenue(1) was 96.6% of the targeted performance level. | | • | | For the first three quarters of fiscal 2016, as a combined Symantec/Veritas company, our non-GAAP operating income(1) metric funded at 48.2% of target and non-GAAP revenue(1) funded at 79.8% of target. |

| | | | | | • | | For the fourth quarter of fiscal 2016 | |

| | | | | | • | | For fiscal 2016 in total (Symantec/Veritas for the first three quarters and Symantec alone for the fourth quarter), our total weighted average funding level was 56.8%. | |

| | | | | | • | | Our named executive officers received individual performance ratings of 50% - 140% that resulted in total payouts of 28-80% of target. | |

| Fiscal 2016 PRU Grants | | • | | For the first three quarters of fiscal 2016, as a combined Symantec/Veritas company, our non-GAAP EPS(1) was 88.7% of our targeted performance level. | | • | | 81.2% of the targeted number of shares are eligible to be earned, subject to modification on final shares earned based on Symantec’s 1- and 2-year relative TSR versus the S&P 500 |

In fiscal 2014, we received approximately 76% of the votes, which we believe was primarily due to the acceleration of all of our former CEO’s performance-contingent stock units (“PCSUs”) upon his termination in March 2014.

As a result of that vote, we no longer award PCSUs and none of our named executive officers’ equity grants accelerate 100% upon termination (except in certain circumstances following a change in control as described in more detail below).

A significant portion of equity grants for our named executive officers 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.

| | • | | Businesses with a software development focus; |

| | • | | Annual revenue of $1.5 billion - $20.0 billion; |

| | • | | Market capitalization of $4.0 billion - $61.0 billion; and |

| | • | | Software and engineering-driven companies in the Silicon Valley or elsewhere with which we compete for executive and broader talent. |

Using this criteria, the Compensation Committee did not make any changes to our peer group for fiscal 2016, other than removing one company which is no longer a public company.

The Compensation Committee reviewed potential changes to the peer group in fiscal 2016 in light of the then-proposed spinoff of Veritas, but determined, after taking into account the expected timeframe to complete the then-proposed spinoff, the current peer group maintained year-over-year consistency with a balance of size and comparability and that it would revisit the peer group for fiscal 2017 consistent with past practice.

The Compensation Committee uses these peer companies for comparative purposes, as discussed above.

In fiscal 2016, compensation for individual executive officers was not dependent on how we performed relative to these peers with respect to particular financial metrics.

Further information regarding the financial results and performance of the peer companies may be found in periodic reports the companies file with the SEC.

As these changes were made prospectively, they had no impact on compensation decisions for fiscal 2016.

Typically, a higher proportion of the CEO’s compensation opportunity is at-risk relative to our other named executive officers because of the nature of his role and ability to influence our company’s performance.

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

The following table sets forth information, as of [removed: July 1, 2016,] [added: June 30, 2017,] 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 [removed: in Item 11] [added: on page 31] of this [removed: annual report] [added: Annual Report on Form 10-K] and (iv) all current executive officers and directors of Symantec as a group.

Percentage ownership is based on [removed: 615,572,226] [added: 610,990,648] shares of Symantec common stock outstanding as of [removed: July 1, 2016] [added: June 30, 2017] (excluding shares held in treasury).

Shares of common stock subject to stock options and restricted stock units vesting on or before August [removed: 30, 2016] [added: 29, 2017] (within 60 days of [removed: July 1, 2016)] [added: June 30, 2017)] 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 [removed: and Nature of Beneficial Ownership] [added: and Nature of Beneficial Ownership] | | | | [removed: Percent of] [added: Percent of] Class | | |

| BlackRock, Inc. [removed: (2)] [added: (4)] | | | [removed: 40,091,598] [added: 39,562,423] | | | | 6.5 | % |

| Directors and [removed: Named] Executive [removed: Officers:] [added: Officers] | | | | | | | | |

| Frank E. Dangeard | | | [removed: 89,411] [added: 95,426] | | | | * | |

| V. Paul Unruh | | | [removed: 66,674] [added: 75,267] | | | | * | |

| Thomas J. Seifert [added: (8)] | | | 41,374 | | | | * | |

| Anita M. Sands | | | [removed: 39,231] [added: 45,386] | | | | * | |

| Suzanne M. Vautrinot | | | [removed: 32,982] [added: 32,825] | | | | * | |

| Kenneth [added: Y.] Hao | | | [removed: 19,263] [added: 29,418] | | | | * | |

| All current Symantec executive officers and directors as a group [removed: (18 persons)(7)] [added: (10)] | | | [removed: 1,591,434] [added: 8,194,627] | | | | [removed: *] [added: 1.3] | [added: %] |

| (1) | Based solely on a Schedule [removed: 13G/A] [added: 13G] filing made by [removed: Dodge & Cox] [added: Capital World Investors] on February [removed: 12, 2016,] [added: 10, 2017,] reporting sole voting and dispositive power over the shares. This stockholder’s address is [removed: 555 California] [added: 333 South Hope] Street, [removed: 40th Floor, San Francisco,] [added: Los Angeles,] CA [removed: 94104.] [added: 90071.] |

| [removed: (2)] [added: (4)] | Based solely on a Schedule 13G/A filing made by [added: the] BlackRock, Inc. on January 27, [removed: 2016,] [added: 2017,] reporting sole voting and dispositive power over the shares. This stockholder’s address is 55 East 52nd Street, New York, NY [removed: 10022.] [added: 10055.] |

| [removed: (3)] [added: (2)] | Based solely on a Schedule 13G/A filing made by [removed: The] [added: the] Vanguard Group on [removed: February] [added: June] 10, [removed: 2016,] [added: 2017,] reporting sole voting and dispositive power over the shares. This stockholder’s address is 100 Vanguard Blvd., Malvern, PA 19355. |

| [removed: (4)] [added: (3)] | Based solely on a Schedule 13G/A filing made by [added: the] Franklin Mutual Advisers, LLC on February [removed: 2, 2016,] [added: 7, 2017,] reporting sole voting and dispositive power over the shares. This stockholder’s address is 101 John F. Kennedy Parkway, Short Hills, NJ [removed: 07078-2789.] [added: 07078.] |

| [removed: (5)] [added: (9)] | Includes [removed: 72,000] [added: 40,000] shares subject to options that will be exercisable as of August [removed: 30, 2016.] [added: 29, 2017.] |

| [removed: (6)] [added: (10)] | Includes [removed: 68,000] [added: 4,199,761] shares subject to options that will be exercisable as of August [removed: 30, 2016.] [added: 29, 2017.] |

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: April 1, 2016:][added: March 31, 2017:]

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

| (1) | Represents [removed: 62,784] [added: 59,931] 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: 41,830,021] [added: 38,965,625] shares remaining available for future issuance under Symantec’s 2008 Employee Stock Purchase Plan and [removed: 19,498,523] [added: 46,095,669] shares remaining available for future issuance as stock options under [removed: Symantec’s] [added: our] 2013 [removed: Equity Incentive] Plan. |

| (2) | Excludes outstanding options to acquire [removed: 11,433] [added: 19,390,010] shares as of [removed: April 1, 2016] [added: March 31, 2017] that were assumed as part of various acquisitions. The weighted average exercise price of these outstanding options was [removed: $1.43] [added: $8.91] as of [removed: April 1, 2016.] [added: March 31, 2017.] 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. |

| Capital World Investors (1) | | | 66,441,047 | | | | 10.9 | % |

| Vanguard Group Inc. (2) | | | 61,583,993 | | | | 10.1 | % |

| Franklin Mutual Advisors, LLC (3) | | | 41,305,074 | | | | 6.8 | % |

| Gregory S. Clark (5) | | | 4,593,111 | | | | * | |

| Michael D. Fey (6) | | | 1,385,581 | | | | * | |

| Nicholas R. Noviello (7) | | | 968,062 | | | | * | |

| Michael Brown (8) | | | 431,606 | | | | * | |

| David L. Mahoney | | | 174,979 | | | | * | |

| Francis C. Rosch (9) | | | 155,956 | | | | * | |

| Scott C. Taylor | | | 154,910 | | | | * | |

| Daniel H. Schulman | | | 144,545 | | | | * | |

| Robert S. Miller | | | 135,513 | | | | * | |

| Geraldine B. Laybourne | | | 120,727 | | | | * | |

| Roxane Divol | | | 42,194 | | | | * | |

| Amy Cappellanti-Wolf | | | 22,097 | | | | * | |

| David W. Humphrey | | | 18,630 | | | | * | |

| | Former officer. |

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

| (5) | Includes 207,907 shares held by the T.R. 01/29/2016 Gregory S. Clark Living Trust for which Mr. Clark exercises voting and dispositive power, 2,121,613 shares held by GSC-OZ Investment LLC for which Mr. Clark exercises voting and dispositive power, 1,932,635 shares subject to options that will be exercisable as of August 29, 2017 and 123,644 shares issuable upon the settlement of RSUs as of August 29, 2017. |

| (6) | Includes 1,300,812 shares subject to options that will be exercisable as of August 29, 2017 and 82,722 shares issuable upon the settlement of RSUs as of August 29, 2017. |

| (7) | Includes 926,314 shares subject to options that will be exercisable as of August 29, 2017 and 31,214 shares issuable upon the settlement of RSUs as of August 29, 2017. |

| (8) | Beneficial ownership data is current through the date of such former officer’s departure. |

| --- | --- |

| --- | --- |

| Equity compensation plans approved by security holders | | | 140,426 | | | $ | 13.13 | | | | 85,324,824 | (1) |

| Total | | | 140,426 | | | $ | 13.13 | | | | 85,324,824 | |

| --- | --- |

| --- | --- |

| Dodge & Cox (1) | | | 87,383,425 | | | | 14.2 | % |

| The Vanguard Group (3) | | | 39,835,447 | | | | 6.5 | % |

| Franklin Mutual Advisers, LLC (4) | | | 37,203,451 | | | | 6.0 | % |

| 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 | | | | * | |

| (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 plans approved by security holders | | | 18,969,852 | | | $ | 0.30 | | | | 61,600,927 | (1) |

| Total | | | 18,969,852 | | | $ | 0.30 | | | | 61,600,927 | |

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 [added: 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.]

On February 3, 2016, Symantec entered into an investment agreement with [added: investment entities affiliated with] Silver Lake, relating to the issuance to Silver Lake of $500 million principal amount of [removed: convertible] 2.5% [added: convertible] unsecured notes, due 2021.

Hao, a managing partner and managing director of Silver Lake, was appointed to [removed: Symantec’s] [added: our] Board.

On June 12, 2016, Symantec entered into an investment agreement with [added: investment entities affiliated with] Silver Lake and [removed: other purchasers,] [added: Bain Capital] relating to the issuance [removed: 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 [added: notes, and Bain Capital, private equity firm of which Mr. Humphrey is a managing director, has agreed to purchase $750 million aggregate principal amount of the] notes.

The transactions contemplated by this investment agreement [removed: are expected to close] [added: closed] concurrently with the closing of the Blue Coat [removed: Acquisition, subject to satisfaction of the conditions set forth in the investment agreement.][added: acquisition on August 1, 2016.]

It is the policy of the Board and NASDAQ’s rules require [added: that] listed companies [removed: 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, [removed: Michael A.][added: Gregory S.]

[removed: Brown,] [added: Clark,] is an independent [removed: director] [added: director,] and all standing committees of the Board are composed entirely of independent directors, in each case under NASDAQ’s independence definition.

In making these determinations, the directors reviewed and discussed information provided by the directors and [removed: the Company] [added: our 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 [added: current] directors [added: and director nominees] are independent: Frank E.

_Investments by Firms Affiliated with our Directors_

In connection with the investment, David W.

Humphrey, a managing director of Bain Capital, was appointed to our Board.

The 2.5% convertible unsecured notes, due 2021 (the “2.5% Notes”), bear interest at a rate of 2.5% per annum.

The 2.0% convertible unsecured notes, due 2021 (the “2.0% Notes” and, together with the 2.5% Notes, collectively, the “Notes”), bear interest at a rate of 2.0% per annum.

Interest is payable semiannually in cash under the Notes.

The initial conversion rate for the 2.5% Notes was 59.6341 shares of our common stock, and cash in lieu of fractional shares, per $1,000 principal amount of the 2.5% Notes, which was equivalent to an initial conversion price of approximately $16.77 per share of common stock.

The initial conversion rate for the 2.0% Notes was 48.9860 shares of our common stock, and cash in lieu of fractional shares, per $1,000 principal amount of the 2.0% Notes, which was equivalent to an initial conversion price of approximately $20.41 per share of common stock.

The conversion rates under the Notes are subject to customary anti-dilution adjustments.

Holders may surrender their Notes for conversion at any time prior to the close of business on the business day immediately preceding the maturity date for the Notes.

As of March 31, 2017, $1.75 billion in aggregate principal amount of the Notes was outstanding.

During fiscal 2017, we paid an aggregate of $20.66 million in interest on the Notes.

Symantec also entered into a Registration Rights Agreement pursuant to which holders of the Notes have certain registration rights with respect to the Notes and the shares of our common stock issuable upon conversion of the Notes.

_Reinvestment Agreements with our Executive Officers_

On June 12, 2016, we entered into reinvestment agreements with Mr. Clark and GSC-OZ Investment LLC, an entity controlled by Mr. Clark, pursuant to which the parties agreed to purchase, in the aggregate, 2,329,520 shares our common stock for an aggregate purchase price of $40,300,696.

On August 1, 2016, we issued and sold these shares to Mr. Clark and GSC-OZ Investment LLC.

The agreements provide that, in the aggregate, 207,907 of such shares will vest monthly until October 30, 2019, subject to Mr. Clark’s continued service to the Company, and that all of the shares are subject to transfer restrictions until August 1, 2018 but may be released from such restrictions on or after August 1, 2017 if our common stock achieves a specified volume weighted average trading price over a defined period as set forth in the agreements.

On June 12, 2016, we entered into a reinvestment agreement with each of Mr. Fey and Mr. Noviello pursuant to which each of Mr. Fey and Mr. Noviello agreed not to transfer certain shares of common stock to be issued upon exercise of options held by Mr. Fey and Mr. Noviello until such shares may be released from such restrictions on or after August 1, 2017 if our common stock achieves a specified volume weighted average trading price over a defined period as set forth in the agreements.

Hao, David W.

Humphrey, Geraldine B.

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.

Hao, Geraldine B.

In addition to performing the audit of Symantec’s consolidated financial statements, KPMG provided various other services during fiscal years [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

The aggregate fees billed for fiscal years [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] for each of the following categories of services are as follows:

| Fees Billed to Symantec | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Audit fees(1) | | $ | [removed: 21,972,001] [added: 9,985,434] | | | $ | [removed: 7,773,692] [added: 21,972,001] | |

| Audit related fees(2) | | | [removed: 1,431,411] [added: 620,565] | | | | [removed: 1,494,333] [added: 1,431,411] | |

| Tax fees(3) | | | [removed: 284,052] [added: 1,701,011] | | | | [removed: 401,111] [added: 284,052] | |

| All other fees(4) | | | [removed: 61,131] [added: 142,519] | | | | [removed: 132,858] [added: 61,131] | |

| Total fees | | $ | [removed: 23,748,595] [added: 12,449,529] | | | $ | [removed: 9,801,994] [added: 23,748,595] | |

(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 [removed: Symantec’s] [added: our] acquisitions and [added: divestitures and] statutory audit fees.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of [removed: Independent][added: Independent Registered Public Accounting Firm]

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: 29th] [added: 25th] day of July [removed: 2016.][added: 2017.]

| Exhibit Number | | | | Incorporated by Reference | | | | | | | | [added: | | | | | | | |] Filed Herewith |

| | Exhibit Description | | Form | | [added: | |] File No. | | [added: | |] Exhibit | | [added: | |] Filing Date | | | | [added: | |]

| 31.03 | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | [added: | | | | | | | |] X |

| 31.04 | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | [added: | | | | | | | |] X |

| By | | /s/ Nicholas R. Noviello |

| | | Nicholas R. Noviello |

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

Registered Public Accounting Firm

| By | | /s/ THOMAS J. SEIFERT |

| | | Thomas J. Seifert |

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