Item 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
Upon written request, we will provide, without charge, a copy of this annual report, including the Consolidated Financial Statements and financial statement schedule. All requests should be sent to:
Symantec Corporation
Attn: Investor Relations
350 Ellis Street
Mountain View, California 94043
650-527-8000
The following documents are filed as part of this report:
| Page Number | ||||
| 1. | Consolidated Financial Statements: | |||
| Report of Independent Registered Public Accounting Firm | 56 | |||
| Consolidated Balance Sheets as of March 28, 2014 and March 29, 2013 | 57 | |||
| Consolidated Statements of Income for the years ended March 28, 2014, March 29, 2013 and March 30, 2012 | 58 | |||
| Consolidated Statements of Comprehensive Income for the years ended March 28, 2014, March 29, 2013 and March 30, 2012 | 59 | |||
| Consolidated Statements of Stockholders’ Equity for the years ended March 28, 2014, March 29, 2013 and March 30, 2012 | 60 | |||
| Consolidated Statements of Cash Flows for the years ended March 28, 2014, March 29, 2013 and March 30, 2012 | 61 | |||
| Notes to Consolidated Financial Statements | 62 | |||
| 2. | Financial Statement Schedule: The following financial statement schedule of Symantec Corporation for the years ended March 28, 2014, March 29, 2013 and March 30, 2012 is filed as part of this Form 10-K and should be read in conjunction with the Consolidated Financial Statements of Symantec Corporation | |||
| Schedule II: Valuation and Qualifying Accounts | 97 | |||
| Schedules other than those listed above have been omitted since they are either not required, not applicable, or the information is otherwise included. | ||||
| 3. | Exhibits: The information required by this Item is set forth in the Exhibit Index that follows the signature page of this Annual Report. |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Symantec Corporation:
We have audited the accompanying consolidated balance sheets of Symantec Corporation and subsidiaries as of March 28, 2014 and March 29, 2013, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended March 28, 2014. In connection with our audits of the consolidated financial statements, we have also audited the related financial statement schedule listed in Item 15. We also have audited the internal control over financial reporting of Symantec Corporation as of March 28, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management of Symantec Corporation is responsible for these consolidated financial statements, the financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.b). Our responsibility is to express an opinion on these consolidated financial statements, the financial statement schedule and an opinion on the internal control over financial reporting of Symantec Corporation based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Symantec Corporation and subsidiaries as of March 28, 2014 and March 29, 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended March 28, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion, Symantec Corporation maintained, in all material respects, effective internal control over financial reporting as of March 28, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
As discussed in Note 1 to the consolidated financial statements, Symantec Corporation has elected to change its method of accounting for sales commissions. The adoption of this accounting policy change has been applied retrospectively to all periods presented.
/s/ KPMG LLP
Santa Clara, California
May 16, 2014
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SYMANTEC CORPORATION
CONSOLIDATED BALANCE SHEETS
| March 28, 2014 | March 29, 2013 | |||||||
| (In millions, except par value) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,707 | $ | 4,685 | ||||
| Short-term investments | 377 | 62 | ||||||
| Trade accounts receivable, net | 1,007 | 1,031 | ||||||
| Inventories, net | 14 | 24 | ||||||
| Deferred income taxes | 142 | 169 | ||||||
| Deferred commissions | 115 | 130 | ||||||
| Other current assets | 290 | 315 | ||||||
| Total current assets | 5,652 | 6,416 | ||||||
| Property and equipment, net | 1,116 | 1,122 | ||||||
| Intangible assets, net | 768 | 977 | ||||||
| Goodwill | 5,858 | 5,841 | ||||||
| Long-term deferred commissions | 21 | 29 | ||||||
| Other long-term assets | 124 | 123 | ||||||
| Total assets | $ | 13,539 | $ | 14,508 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 282 | $ | 334 | ||||
| Accrued compensation and benefits | 365 | 422 | ||||||
| Deferred revenue | 3,322 | 3,496 | ||||||
| Current portion of long-term debt | - | 997 | ||||||
| Other current liabilities | 337 | 318 | ||||||
| Total current liabilities | 4,306 | 5,567 | ||||||
| Long-term debt | 2,095 | 2,094 | ||||||
| Long-term deferred revenue | 581 | 584 | ||||||
| Long-term deferred tax liabilities | 425 | 409 | ||||||
| Long-term income taxes payable | 252 | 318 | ||||||
| Other long-term obligations | 83 | 60 | ||||||
| Total liabilities | 7,742 | 9,032 | ||||||
| Commitments and contingencies (Note 8) | ||||||||
| Stockholders’ equity: | ||||||||
| Symantec Corporation stockholders’ equity: | ||||||||
| Common stock, $0.01 par value, 3,000 shares authorized; 909 and 912 shares issued; 695 and 698 shares outstanding, respectively | 7 | 7 | ||||||
| Additional paid-in capital | 6,744 | 7,313 | ||||||
| Accumulated other comprehensive income | 194 | 202 | ||||||
| Accumulated deficit | (1,148 | ) | (2,046 | ) | ||||
| Total Symantec Corporation stockholders’ equity | 5,797 | 5,476 | ||||||
| Noncontrolling interest in subsidiary | - | - | ||||||
| Total stockholders’ equity | 5,797 | 5,476 | ||||||
| Total liabilities and stockholders’ equity | $ | 13,539 | $ | 14,508 | ||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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SYMANTEC CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (In millions, except per share data) | ||||||||||||
| Net revenue: | ||||||||||||
| Content, subscription, and maintenance | $ | 5,960 | $ | 6,021 | $ | 5,823 | ||||||
| License | 716 | 885 | 907 | |||||||||
| Total net revenue | 6,676 | 6,906 | 6,730 | |||||||||
| Cost of revenue: | ||||||||||||
| Content, subscription, and maintenance | 1,008 | 1,017 | 943 | |||||||||
| License | 87 | 89 | 48 | |||||||||
| Amortization of intangible assets | 54 | 69 | 91 | |||||||||
| Total cost of revenue | 1,149 | 1,175 | 1,082 | |||||||||
| Gross profit | 5,527 | 5,731 | 5,648 | |||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing | 2,435 | 2,752 | 2,789 | |||||||||
| Research and development | 1,038 | 1,012 | 969 | |||||||||
| General and administrative | 445 | 450 | 437 | |||||||||
| Amortization of intangible assets | 156 | 286 | 289 | |||||||||
| Restructuring and transition | 270 | 125 | 56 | |||||||||
| Impairment of intangible assets | - | - | 4 | |||||||||
| Total operating expenses | 4,344 | 4,625 | 4,544 | |||||||||
| Operating income | 1,183 | 1,106 | 1,104 | |||||||||
| Interest income | 12 | 12 | 13 | |||||||||
| Interest expense | (84 | ) | (139 | ) | (115 | ) | ||||||
| Other income (expense), net | 45 | 27 | (6 | ) | ||||||||
| Loss from joint venture | - | - | (27 | ) | ||||||||
| Gain from sale of joint venture | - | - | 526 | |||||||||
| Income before income taxes | 1,156 | 1,006 | 1,495 | |||||||||
| Provision for income taxes | 258 | 251 | 308 | |||||||||
| Net income | $ | 898 | $ | 755 | $ | 1,187 | ||||||
| Less: Income (loss) attributable to noncontrolling interest | - | - | - | |||||||||
| Net income attributable to Symantec Corporation stockholders | $ | 898 | $ | 755 | $ | 1,187 | ||||||
| Net income per share attributable to Symantec Corporation stockholders — basic | $ | 1.29 | $ | 1.08 | $ | 1.60 | ||||||
| Net income per share attributable to Symantec Corporation stockholders — diluted | $ | 1.28 | $ | 1.06 | $ | 1.59 | ||||||
| Weighted-average shares outstanding attributable to Symantec Corporation stockholders — basic | 696 | 701 | 741 | |||||||||
| Weighted-average shares outstanding attributable to Symantec Corporation stockholders — diluted | 704 | 711 | 748 | |||||||||
| Cash dividends declared per common share | $ | 0.60 | $ | - | $ | - |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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SYMANTEC CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (Dollars in millions) | ||||||||||||
| Net income | $ | 898 | $ | 755 | $ | 1,187 | ||||||
| Other comprehensive income (loss), net of taxes: | ||||||||||||
| Foreign currency translation adjustments: | ||||||||||||
| Translation adjustments | 1 | 5 | 2 | |||||||||
| Reclassification adjustments for gain included in net income | 4 | 2 | 3 | |||||||||
| Net foreign currency translation adjustments | 5 | 7 | 5 | |||||||||
| Available-for-sale securities: | ||||||||||||
| Unrealized gain on available-for-sale securities, net of taxes of $1 million, $11 million, and $0 million for fiscal 2014, 2013, and 2012, respectively | 1 | 15 | - | |||||||||
| Reclassification adjustments for realized gain included in net income, net of taxes of $(10) million, $0 million and $0 million for fiscal 2014, 2013 and 2012, respectively | (14 | ) | - | - | ||||||||
| Net change in unrealized gain (loss) on available-for-sale securities | (13 | ) | 15 | - | ||||||||
| Other comprehensive income (loss), net of taxes | (8 | ) | 22 | 5 | ||||||||
| Comprehensive income | 890 | 777 | 1,192 | |||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interest | - | (2 | ) | 2 | ||||||||
| Comprehensive income attributable to Symantec Corporation stockholders | $ | 890 | $ | 779 | $ | 1,190 | ||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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SYMANTEC CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Earnings (Deficit) | Total Symantec Corporation Stockholders’ Equity | Noncontrolling Interest in Subsidiary | Total Stockholders’ Equity | ||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| Balances as of April 1, 2011 | 758 | $ | 8 | $ | 8,361 | $ | 175 | $ | (3,986 | ) | $ | 4,558 | $ | 77 | $ | 4,635 | ||||||||||||||||
| Net income | - | - | - | - | 1,187 | 1,187 | - | 1,187 | ||||||||||||||||||||||||
| Other comprehensive income | - | - | - | 3 | - | 3 | 2 | 5 | ||||||||||||||||||||||||
| Issuance of common stock under employee stock plans | 11 | - | 147 | - | - | 147 | - | 147 | ||||||||||||||||||||||||
| Repurchases of common stock | (51 | ) | (1 | ) | (892 | ) | - | - | (893 | ) | - | (893 | ) | |||||||||||||||||||
| Tax payments related to restricted stock units | 6 | - | (41 | ) | - | - | (41 | ) | - | (41 | ) | |||||||||||||||||||||
| Stock-based compensation, net of estimated forfeitures | - | - | 161 | - | - | 161 | - | 161 | ||||||||||||||||||||||||
| Income tax benefit from employee stock transactions | - | - | 30 | - | - | 30 | - | 30 | ||||||||||||||||||||||||
| Dividend declared to noncontrolling interest in subsidiary | - | - | - | - | - | - | (1 | ) | (1 | ) | ||||||||||||||||||||||
| Adjustments to goodwill related to stock options assumed in business combination | - | - | 7 | - | - | 7 | - | 7 | ||||||||||||||||||||||||
| Balances as of March 30, 2012 | 724 | 7 | 7,773 | 178 | (2,799 | ) | 5,159 | 78 | 5,237 | |||||||||||||||||||||||
| Net income | - | - | - | - | 755 | 755 | - | 755 | ||||||||||||||||||||||||
| Other comprehensive income (loss) | - | - | - | 24 | - | 24 | (2 | ) | 22 | |||||||||||||||||||||||
| Issuance of common stock under employee stock plans | 17 | - | 281 | - | - | 281 | - | 281 | ||||||||||||||||||||||||
| Repurchases of common stock | (49 | ) | - | (826 | ) | - | - | (826 | ) | - | (826 | ) | ||||||||||||||||||||
| Tax payments related to restricted stock units | 6 | - | (36 | ) | - | - | (36 | ) | - | (36 | ) | |||||||||||||||||||||
| Stock-based compensation, net of estimated forfeitures | - | - | 165 | - | - | 165 | - | 165 | ||||||||||||||||||||||||
| Income tax benefit from employee stock transactions | - | - | (11 | ) | - | - | (11 | ) | - | (11 | ) | |||||||||||||||||||||
| Purchase of additional equity interest in subsidiary | - | - | (33 | ) | - | (2 | ) | (35 | ) | (76 | ) | (111 | ) | |||||||||||||||||||
| Balances as of March 29, 2013 | 698 | 7 | 7,313 | 202 | (2,046 | ) | 5,476 | - | 5,476 | |||||||||||||||||||||||
| Net income | - | - | - | - | 898 | 898 | - | 898 | ||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | (8 | ) | - | (8 | ) | (8 | ) | ||||||||||||||||||||||
| Issuance of common stock under employee stock plans | 18 | - | 234 | - | - | 234 | - | 234 | ||||||||||||||||||||||||
| Repurchases of common stock | (21 | ) | - | (500 | ) | - | - | (500 | ) | - | (500 | ) | ||||||||||||||||||||
| Tax payments related to restricted stock units | - | - | (45 | ) | - | - | (45 | ) | - | (45 | ) | |||||||||||||||||||||
| Dividends paid and accrued | - | - | (429 | ) | - | - | (429 | ) | - | (429 | ) | |||||||||||||||||||||
| Stock-based compensation, net of estimated forfeitures | - | - | 157 | - | - | 157 | - | 157 | ||||||||||||||||||||||||
| Income tax benefit from employee stock transactions | - | - | 14 | - | - | 14 | - | 14 | ||||||||||||||||||||||||
| Balances as of March 28, 2014 | 695 | $ | 7 | $ | 6,744 | $ | 194 | $ | (1,148 | ) | $ | 5,797 | $ | - | $ | 5,797 | ||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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SYMANTEC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (Dollars in millions) | ||||||||||||
| OPERATING ACTIVITIES: | ||||||||||||
| Net income | $ | 898 | $ | 755 | $ | 1,187 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation | 281 | 283 | 273 | |||||||||
| Amortization of intangible assets | 210 | 355 | 380 | |||||||||
| Amortization of debt issuance costs and discounts | 7 | 60 | 59 | |||||||||
| Stock-based compensation expense | 156 | 164 | 164 | |||||||||
| Deferred income taxes | 47 | 31 | 25 | |||||||||
| Excess income tax benefit from the exercise of stock options | (17 | ) | (11 | ) | (8 | ) | ||||||
| Net gain from sale of short-term investments | (32 | ) | - | - | ||||||||
| Impairment of intangible assets | - | - | 4 | |||||||||
| Net gain from sale of joint venture | - | - | (526 | ) | ||||||||
| Loss from joint venture | - | - | 27 | |||||||||
| Liquidation of foreign entities | - | 2 | 3 | |||||||||
| Other | 8 | 14 | (1 | ) | ||||||||
| Net change in assets and liabilities, excluding effects of acquisitions: | ||||||||||||
| Trade accounts receivable, net | 30 | (107 | ) | 89 | ||||||||
| Inventories, net | 10 | 4 | 2 | |||||||||
| Deferred commissions | 26 | 17 | (25 | ) | ||||||||
| Accounts payable | (75 | ) | 33 | 30 | ||||||||
| Accrued compensation and benefits | (58 | ) | 12 | (31 | ) | |||||||
| Deferred revenue | (223 | ) | 119 | 177 | ||||||||
| Income taxes payable | 7 | (31 | ) | 39 | ||||||||
| Other assets | (21 | ) | (68 | ) | (14 | ) | ||||||
| Other liabilities | 27 | (39 | ) | 47 | ||||||||
| Net cash provided by operating activities | 1,281 | 1,593 | 1,901 | |||||||||
| INVESTING ACTIVITIES: | ||||||||||||
| Purchases of property and equipment | (260 | ) | (336 | ) | (286 | ) | ||||||
| Cash payments for acquisitions, net of cash acquired | (17 | ) | (28 | ) | (508 | ) | ||||||
| Purchases of equity investments | - | - | (10 | ) | ||||||||
| Proceeds from sale of joint venture | - | - | 530 | |||||||||
| Purchases of short-term investments | (492 | ) | - | (47 | ) | |||||||
| Proceeds from maturity and sales of short-term investments | 186 | 46 | 3 | |||||||||
| Other | - | (1 | ) | - | ||||||||
| Net cash used in investing activities | (583 | ) | (319 | ) | (318 | ) | ||||||
| FINANCING ACTIVITIES: | ||||||||||||
| Repayments of debt and other obligations | (1,189 | ) | - | (607 | ) | |||||||
| Proceeds from convertible note hedge | 189 | - | - | |||||||||
| Net proceeds from sales of common stock under employee stock benefit plans | 234 | 281 | 147 | |||||||||
| Excess income tax benefit from the exercise of stock options | 17 | 11 | 8 | |||||||||
| Tax payments related to restricted stock units | (45 | ) | (36 | ) | (41 | ) | ||||||
| Dividends paid, net | (418 | ) | - | - | ||||||||
| Repurchases of common stock | (500 | ) | (826 | ) | (893 | ) | ||||||
| Purchase of additional equity interest in subsidiary | - | (111 | ) | - | ||||||||
| Proceeds from debt issuance, net of discount | - | 996 | - | |||||||||
| Debt issuance costs | - | (7 | ) | - | ||||||||
| Net cash (used in) provided by financing activities | (1,712 | ) | 308 | (1,386 | ) | |||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | 36 | (59 | ) | 15 | ||||||||
| Change in cash and cash equivalents | (978 | ) | 1,523 | 212 | ||||||||
| Beginning cash and cash equivalents | 4,685 | 3,162 | 2,950 | |||||||||
| Ending cash and cash equivalents | $ | 3,707 | $ | 4,685 | $ | 3,162 | ||||||
| Income taxes paid (net of refunds) | $ | 224 | $ | 252 | $ | 234 | ||||||
| Interest expense paid | $ | 79 | $ | 69 | $ | 56 |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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SYMANTEC CORPORATION
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Business
Symantec Corporation (“we,” “us,” “our,” and “the Company” refer to Symantec Corporation and all of its subsidiaries) is an information protection expert that helps people, businesses and governments seeking the freedom to unlock the opportunities technology brings – anytime, anywhere.
Principles of consolidation
The accompanying consolidated financial statements of Symantec Corporation and its wholly-owned subsidiaries are prepared in conformity with generally accepted accounting principles in the United States. Noncontrolling interest positions of certain of our consolidated entities are reported as a separate component of consolidated equity from the equity attributable to our stockholders for fiscal 2013 and 2012. In fiscal 2013, an entity in which we held a noncontrolling interest became a wholly-owned subsidiary, see Note 14 for details. All significant intercompany accounts and transactions have been eliminated. Certain amounts in 2013 and 2012 Consolidated Financial Statements have been reclassified to be comparable with classifications used in our 2014 Consolidated Financial Statements.
Fiscal calendar
We have a 52/53-week fiscal year ending on the Friday closest to March 31. Our fiscal 2014, 2013, and 2012 were 52-week years and our fiscal 2015 will consist of 53 weeks.
Use of estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are based upon historical factors, current circumstances and the experience and judgment of management. Management evaluates its assumptions and estimates on an ongoing basis and may engage outside subject matter experts to assist in its valuations. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include those related to the allocation of revenue recognized and deferred amounts, valuation of goodwill, intangible assets and long-lived assets, valuation of stock-based compensation, contingencies and litigation, and the recognition and measurement of current and deferred income taxes (including the measurement of uncertain tax positions).
Segment reporting change
We modified our segment reporting structure to match our operating structure and how our Chief Operating Decision Maker (“CODM”) views the business and allocates resources, beginning from the first quarter of fiscal 2014. The CODM function is comprised of our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and President of Products and Services. Reclassifications of prior period financial information have been made to conform to the current period presentation. This change does not impact previously reported Consolidated Financial Statements of the Company. See Note 10 for additional information on our segment reporting change.
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Foreign currency
The functional currency of our foreign subsidiaries is generally the local foreign currency. Assets and liabilities denominated in non-functional currencies are remeasured into the functional currencies at current exchange rates, and the gains or losses from such remeasurement are recorded in other income (expense), net. Assets and liabilities denominated in foreign currencies are translated using the exchange rate on the balance sheet dates. Revenues and expenses are translated using monthly average exchange rates prevailing during the year. The translation adjustments resulting from this process are included as a component of accumulated other comprehensive income. Deferred tax assets and liabilities are established on the cumulative translation adjustment attributable to unremitted foreign earnings that are not intended to be indefinitely reinvested. In the event of liquidation of a foreign subsidiary, the cumulative translation adjustment attributable to that foreign subsidiary is reclassified from accumulated other comprehensive income and included in other income (expense), net. For fiscal 2014, 2013 and 2012, net foreign currency transaction losses were $6 million for each of the three years. These net losses are included in other income (expense), net, in our Consolidated Statements of Income.
Revenue recognition
We market and distribute our software products both as stand-alone products and as integrated product suites. We recognize revenue when 1) persuasive evidence of an arrangement exists, 2) delivery has occurred or services have been rendered, 3) fees are fixed or determinable and 4) collectability is probable. If we determine that any one of the four criteria is not met, we will defer recognition of revenue until all the criteria are met.
We derive revenue primarily from sales of content, subscriptions, and maintenance and licenses. We present revenue net of sales taxes and any similar assessments.
Content, subscriptions, and maintenance revenue includes arrangements for software maintenance and technical support for our products, content and subscription services primarily related to our security products, revenue from arrangements where vendor-specific objective evidence (“VSOE”) of the fair value of undelivered elements does not exist, arrangements for managed security services, and Software-as-a-Service (“SaaS”) offerings. These arrangements are generally offered to our customers over a specified period of time, and we recognize the related revenue ratably over the maintenance, subscription, or service period. We enter into perpetual software license agreements through direct sales to customers and indirect sales with distributors and resellers. The license agreements generally include product maintenance agreements, for which the related revenue is included with content, subscriptions, and maintenance and is deferred and recognized ratably over the period of the agreements.
Content, subscriptions, and maintenance revenue also includes professional services revenue, consisting primarily of the fees we earn related to consulting and educational services. We generally recognize revenue from professional services as the services are performed or upon written acceptance from customers, if applicable, assuming all other conditions for revenue recognition noted above have been met.
License revenue is derived primarily from the licensing of our various products and technology. We generally recognize license revenue upon delivery of the product, assuming all other conditions for revenue recognition noted above have been met. License revenue also includes appliance product revenue. We generally recognize appliance product revenue as each product is delivered, assuming all other conditions for revenue recognition noted above have been met.
For software arrangements that include multiple elements, including perpetual software licenses, maintenance, services, and packaged products with content updates and subscriptions, we allocate and defer revenue for the undelivered items based on VSOE of the fair value of the undelivered elements, and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as license revenue. VSOE of each element is based on historical evidence of our stand-alone sales of these elements to third
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parties or from the stated renewal rate for the undelivered elements. When VSOE does not exist for undelivered items, the entire arrangement fee is recognized ratably over the performance period. Our deferred revenue consists primarily of the unamortized balance of enterprise product maintenance, consumer product content updates, managed security services, subscriptions, and arrangements where VSOE does not exist for an undelivered element.
For arrangements that include both software and non-software elements, we allocate revenue to the software deliverables as a group and non-software deliverables based on their relative selling prices. In such circumstances, the accounting principles establish a hierarchy to determine the selling price used for allocating revenue to the deliverables as follows: (i) VSOE, (ii) third-party evidence of selling price (“TPE”) and (iii) the best estimate of the selling price (“ESP”). Our appliance products, SaaS and certain other services are considered to be non-software elements in our arrangements.
When we are unable to establish a selling price using VSOE or TPE, we use ESP in the allocation of arrangement consideration. The objective of ESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. The determination of ESP is made through consultation with and formal approval by our management, taking into consideration the go-to-market strategy, pricing factors, and historical transactions.
Indirect channel sales
We sell consumer packaged software products through a multi-tiered distribution channel. For consumer products that include content updates, we recognize revenue ratably over the term of the subscription upon sell-through to end-users, as the subscription period commences on the date of sale to the end-user. For most other consumer products, we recognize packaged product revenue on distributor and reseller channel inventory that is not in excess of specified inventory levels in these channels. We offer the right of return of our products under various policies and programs with our distributors, resellers, and end-user customers. We estimate and record reserves for product returns as an offset to revenue or deferred revenue. We fully reserve for obsolete products in the distribution channel as an offset to deferred revenue for products with content updates and to revenue for all other products.
For security and storage products, we generally recognize revenue from the licensing of software products through our indirect sales channel upon sell-through or with evidence of an end-user. For licensing of our software to Original Equipment Manufacturers (“OEMs”), royalty revenue is recognized when the OEM reports the sale of the software products to an end-user, generally on a quarterly basis. In addition to license royalties, some OEMs pay an annual flat fee and/or support royalties for the right to sell maintenance and technical support to the end-user. We recognize revenue from OEM support royalties and fees ratably over the term of the support agreement.
We offer channel and end-user rebates for our products. Our estimated reserves for channel volume incentive rebates are based on distributors’ and resellers’ actual performance against the terms and conditions of volume incentive rebate programs, which are typically entered into quarterly. Our reserves for end-user rebates are estimated based on the terms and conditions of the promotional program, actual sales during the promotion, the amount of actual redemptions received, historical redemption trends by product and by type of promotional program, and the value of the rebate. We estimate and record reserves for channel and end-user rebates as an offset to revenue or deferred revenue. As of March 28, 2014 and March 29, 2013, we had reserves for rebates of $68 million and $79 million, respectively. For consumer products that include content updates, rebates are recorded as a ratable offset to revenue or deferred revenue over the term of the subscription.
Immaterial correction of previously provided financial information
In the fourth quarter of fiscal 2014, we identified a computational error that caused certain low-dollar value, multi-year maintenance agreements to be amortized over a period shorter than their contractual term that resulted
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in an understatement of deferred revenue that affected multiple accounting periods. We corrected the error by (i) adjusting our April 1, 2011 stockholders’ equity balance to correct misstatements in years prior to fiscal 2012 and (ii) recognizing an adjustment in our fiscal 2014 Consolidated Statements of Income to correct misstatements in fiscal years 2014, 2013 and 2012. The adjustment recognized in the fourth quarter of our fiscal 2014 Consolidated Statements of Income reduced revenue by $28 million and net income by $22 million. The adjustment related to years prior to fiscal 2012 decreased stockholders’ equity by $49 million and increased long-term deferred revenue by $67 million as of April 1, 2011. The errors were not material to the Consolidated Statements of Income in our fiscal years 2013 and 2012 or the quarters in our fiscal year 2014. The adjustment to correct the cumulative misstatement to stockholders’ equity was also not material as of April 1, 2011.
The following table presents the changes to financial statement line items to correct the cumulative misstatement in our fiscal 2012 Consolidated Balance Sheet:
| As of March 30, 2012 | ||||||||||||
| As Reported | Adjustment | As Adjusted | ||||||||||
| (Dollars in millions) | ||||||||||||
| Long-term deferred revenue | $ | 529 | $ | 67 | $ | 596 | ||||||
| Long-term deferred tax liabilities | $ | 288 | $ | (18 | ) | $ | 270 | |||||
| Accumulated deficit (1) | $ | (2,859) | $ | 60 | $ | (2,799) |
(1) Adjustment includes a decrease of $109 million to accumulated deficit related to change in accounting policy for sales commissions, offset by an increase of $49 million related to the correction in deferred revenue. See sales commissions policy below.
The misstatement did not affect our balance of cash and cash equivalents and as a result did not change net cash flows from operating, investing, or financing activities in our Consolidated Statement of Cash Flows.
Financial instruments
For assets and liabilities measured at fair value, such amounts are based on an expected exit price representing the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs used in valuation techniques are assigned a hierarchical level.
The following methods were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Cash equivalents. We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at amounts that approximate fair value due to the short period of time to maturity.
Short-term investments. Short-term investments consist of marketable equity and investment securities that are classified as available-for-sale and recognized at fair value using Level 1 and Level 2 inputs, which are quoted using market prices, independent pricing vendors, or other sources, to determine the fair value. Unrealized gains and losses, net of tax, are included in accumulated other comprehensive income. We regularly review our investment portfolio to identify and evaluate investments that have indications of impairment. Factors considered in determining whether a loss is other-than-temporary include: the length of time and extent to which the fair value has been lower than the cost basis, the financial condition and near-term prospects of the investee, credit quality, likelihood of recovery, and our ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.
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Equity investments. We make equity investments in privately-held companies whose businesses are complementary to our business. These investments are accounted for under the cost method of accounting, as we hold less than 20% of the voting stock outstanding and do not exert significant influence over these companies. The investments are included in other long-term assets. We assess the recoverability of these investments by reviewing various indicators of impairment. If indicators are present, a fair value measurement is made by performing a discounted cash flow analysis of the investment. If a decline in value is determined to be other-than-temporary, impairment would be recognized and included in other income (expense), net. As of March 28, 2014 and March 29, 2013, we held equity investments in privately-held companies of $13 million and $14 million, respectively.
Debt. Our debt has included senior unsecured notes, convertible senior notes, and a revolving credit facility_._ Our senior unsecured notes are recorded at cost based upon par value at issuance less discounts. The discount associated with our senior unsecured notes represents the amount by which the face value exceeds the issuance price. The discount and issuance costs (recognized initially in the other long-term assets) are amortized using the effective interest rate method over the term of the debt as a non-cash charge to interest expense. Borrowings under our $1.0 billion senior unsecured revolving credit facility (“credit facility”) would be recognized at cost plus accrued interest based upon stated interest rates.
Trade accounts receivable
Trade accounts receivable are recorded at the invoiced amount and are not interest bearing. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Additions to the allowance for doubtful accounts are recorded as general and administrative expenses. We review our trade receivables by aging category to identify specific customers with known disputes or collectability issues. In addition, we maintain an allowance for all other receivables not included in the specific reserve by applying specific percentages of projected uncollectible receivables to the various aging categories. In determining these percentages, we analyze our historical collection experience and current economic trends. We exercise judgment when determining the adequacy of these reserves as we evaluate historical bad debt trends, general economic conditions in the U.S. and internationally, and changes in customer financial conditions. We also offset deferred revenue against accounts receivable when channel inventories are in excess of specified levels and for transactions where collection of a receivable is not considered probable.
The following table summarizes trade accounts receivable, net of allowances and reserves, for the periods presented:
| March 28, 2014 | March 29, 2013 | |||||||
| (Dollars in millions) | ||||||||
| Trade accounts receivable | $ | 1,034 | $ | 1,054 | ||||
| Allowance for doubtful accounts | (7 | ) | (5 | ) | ||||
| Reserve for product returns | (20 | ) | (18 | ) | ||||
| Trade accounts receivable, net | $ | 1,007 | $ | 1,031 | ||||
Inventories
Inventories are carried at the lower of cost or market. Cost is principally determined using the first-in, first-out method. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence or impaired balances. Inventory predominantly consists of deferred costs of revenue and finished goods. Deferred costs of revenue were $9 million as of March 28, 2014 and $15 million as of March 29, 2013. Finished goods were $10 million as of March 28, 2014 and $11 million as of March 29, 2013.
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Property and equipment
Property, equipment, and leasehold improvements are stated at cost, net of accumulated depreciation. We capitalize costs incurred during the application development stage related to the development of internal use software and enterprise cloud computing services. We expense costs incurred related to the planning and post-implementation phases of development as incurred. Depreciation is provided on a straight-line basis over the estimated useful lives. Estimated useful lives for financial reporting purposes are as follows: buildings, 20 to 30 years; leasehold improvements, the lesser of the life of the improvement or the initial lease term; computer hardware and software, and office furniture and equipment, 3 to 5 years.
The following table summarizes property and equipment, net of accumulated depreciation by categories for the periods presented:
| March 28, 2014 | March 29, 2013 | |||||||
| (Dollars in millions) | ||||||||
| Computer hardware and software | $ | 1,797 | $ | 1,820 | ||||
| Office furniture and equipment | 140 | 172 | ||||||
| Buildings | 539 | 530 | ||||||
| Leasehold improvements | 356 | 310 | ||||||
| 2,832 | 2,832 | |||||||
| Accumulated depreciation | (1,823 | ) | (1,853 | ) | ||||
| 1,009 | 979 | |||||||
| Construction in progress | 28 | 64 | ||||||
| Land | 79 | 79 | ||||||
| Total | $ | 1,116 | $ | 1,122 | ||||
Depreciation expense was $281 million, $283 million, and $273 million in fiscal 2014, 2013, and 2012, respectively.
Business combinations
We use the acquisition method of accounting under the authoritative guidance on business combinations. Each acquired company’s operating results are included in our Consolidated Financial Statements starting on the date of acquisition. The purchase price is equivalent to the fair value of consideration transferred. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed.
Amounts allocated to assets and liabilities are based upon fair values. Such valuations require management to make significant estimates and assumptions, especially with respect to the identifiable intangible assets. Management makes estimates of fair value based upon assumptions believed to be reasonable and that of a market participant. These estimates are based on historical experience and information obtained from the management of the acquired companies and the estimates are inherently uncertain. The separately identifiable intangible assets generally include developed technology, customer relationships and trade names. We estimate the fair value of deferred revenue related to product support assumed in connection with acquisitions. The estimated fair value of deferred revenue is determined by estimating the costs related to fulfilling the obligations plus a normal profit margin. The estimated costs to fulfill the support contracts are based on the historical direct costs related to providing the support.
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For any given acquisition, we may identify certain pre-acquisition contingencies. We estimate the fair value of such contingencies, which are included under the acquisition method as part of the assets acquired or liabilities assumed, as appropriate. Differences from these estimates are recorded in our Consolidated Statements of Income in the period in which they are identified.
Goodwill and intangible assets
Goodwill. Our methodology for allocating the purchase price relating to acquisitions is determined through established valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. We review goodwill for impairment for each reporting unit on an annual basis during the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate the carrying value of goodwill may be impaired. A qualitative assessment is first made to determine whether it is necessary to perform quantitative testing. This initial assessment includes, among others, consideration of: (i) past, current and projected future earnings and equity; (ii) recent trends and market conditions; and (iii) valuation metrics involving similar companies that are publicly-traded and acquisitions of similar companies, if available. If this initial qualitative assessment indicates that it is more likely than not that impairment exists, a second analysis is performed, involving a comparison between the estimated fair values of our reporting units with their respective carrying amounts including goodwill. If the carrying value exceeds estimated fair value, there is an indication of potential impairment, and a third analysis is performed to measure the amount of impairment. The third analysis involves calculating an implied fair value of goodwill by measuring the excess of the estimated fair value of the reporting unit over the aggregate estimated fair values of the individual assets less liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, an impairment charge is recorded for the excess.
To determine the reporting units’ fair values in the second step, we would use the income approach which is based on the estimated discounted future cash flows of that reporting unit. The estimated fair value of each reporting unit under the income approach is corroborated with the market approach which measures the value of a business through an analysis of recent sales or offerings of a comparable entity. We also consider our market capitalization on the date of the analysis to ensure the reasonableness of the sum of our reporting units’ estimated fair value.
Our cash flow assumptions are based on historical and forecasted revenue, operating costs, and other relevant factors. To determine the reporting units’ carrying values, we allocated assets and liabilities based on either specific identification or by using judgment for the remaining assets and liabilities that are not specific to a reporting unit. Goodwill was allocated to the reporting units based on a combination of specific identification and relative fair values.
Intangible assets. In connection with our acquisitions, we generally recognize assets for customer relationships, developed technology (which consists of acquired product rights, technologies, databases, and contracts), in-process research and development, trademarks, and trade names. Indefinite-lived intangible assets are not subject to amortization. Finite-lived intangible assets are carried at cost less accumulated amortization. Such amortization is provided on a straight-line basis over the estimated useful lives of the respective assets, generally from one to eleven years. Amortization for developed technology is recognized in cost of revenue. Amortization for customer relationships and certain trade names is recognized in operating expenses.
We assess the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. Recoverability of certain finite-lived intangible assets, particularly customer relationships and finite-lived trade names, would be measured by the comparison of the carrying amount of the asset group to which the assets are assigned to the sum of the undiscounted estimated future cash flows the asset group is expected to generate. If an asset is considered to be impaired, such amount would be measured as the difference between the carrying amount of the asset and its fair
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value. Recoverability and impairment of other finite-lived intangible assets, particularly developed technology and patents, would be measured by the comparison of the carrying amount of the asset to the sum of undiscounted estimated future product revenues offset by estimated future costs to dispose of the product. In addition, for indefinite-lived intangible assets, we review such assets for impairment on an annual basis consistent with the timing of the annual evaluation for goodwill. Similar to goodwill impairment testing, a qualitative assessment is first made to determine whether it is necessary to perform quantitative testing. This initial assessment includes, among others, consideration of: (i) past, current and projected future revenues; (ii) recent trends and market conditions, including discount rates among others; and (iii) valuation metrics, such as royalty rates, involving similar companies that are publicly-traded, if available. If this initial qualitative assessment indicates that it is more likely than not that impairment exists, a second step analysis is performed, involving a comparison between the fair values of the asset or asset group with its respective carrying amounts and the impairment amount is measured as the excess of the carrying amount over the fair value. These assets generally include trade names and trademarks. Recoverability of indefinite-lived intangible assets would be measured by the comparison of the carrying amount of the asset to the sum of the discounted estimated future cash flows the asset or asset group is expected to generate. If an asset group is considered to be impaired, such amount would be measured as the difference between the carrying amount of the asset group and its fair value. Our cash flow assumptions are based on historical and future revenue, operating costs, and other relevant factors. Assumptions and estimates about the remaining useful lives of our intangible assets are subjective and are affected by changes to our business strategies. These estimates may be subject to change.
Restructuring
Restructuring actions generally include significant actions involving employee-related severance charges and contract termination costs. Employee-related severance charges are largely based upon substantive severance plans, while some are mandated requirements in certain foreign jurisdictions. These charges are reflected in the period when both the actions are probable and the amounts are estimable. Contract termination costs for leased facilities primarily reflect costs that will continue to be incurred under the contract for its remaining term without economic benefit to the Company. These charges are reflected in the period when the facility ceases to be used.
Income taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards in each jurisdiction in which we operate. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
We are required to compute our income taxes in each federal, state, and international jurisdiction in which we operate. This process requires that we estimate the current tax exposure as well as assess temporary differences between the accounting and tax treatment of assets and liabilities, including items such as accruals and allowances not currently deductible for tax purposes. The income tax effects of the differences we identify are classified as current or long-term deferred tax assets and liabilities in our Consolidated Balance Sheets. Our judgments, assumptions, and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax laws or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our Consolidated Balance Sheets and Consolidated Statements of Income. We must also assess the likelihood that deferred tax assets will be realized from future taxable income and, based on this assessment, establish a valuation allowance, if required. Our determination of our valuation allowance is based upon a number of
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assumptions, judgments, and estimates, including forecasted earnings, future taxable income, and the relative proportions of revenue and income before taxes in the various domestic and international jurisdictions in which we operate. To the extent we establish a valuation allowance or change the valuation allowance in a period, we reflect the change with a corresponding increase or decrease to our tax provision in our Consolidated Statements of Income.
We apply the authoritative guidance on income taxes that prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.
This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.
Stock-based compensation
Stock-based compensation is measured at the grant date based on the fair value of the award and is generally recognized as expense ratably on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. No compensation cost is ultimately recognized for awards for which employees do not render the requisite service and are forfeited. As a result, judgment is required in estimating the amount of stock-based awards that are expected to be forfeited. Although we estimate forfeitures based on historical experience, actual forfeitures may differ. If actual results differ significantly from these estimates, stock-based compensation expense and our results of operations could be materially impacted when we record an adjustment for the difference in the period that the awards vest or are forfeited.
Fair value of stock-based awards. We have five types of stock-based awards: stock options, restricted stock units, restricted stock awards, performance-based restricted stock units, and performance-contingent stock units. The fair value methodologies and the assumptions and inputs used to derive those fair values are the following:
| • | Stock options. We use the Black-Scholes-Merton option pricing model (“BSM model”) to determine the fair value of stock options. The determination of the grant date fair value of options using an option pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected life of the awards, actual and projected employee stock option exercise and cancellation behaviors, risk-free interest rates and expected dividends. We estimate the expected life of options granted based on an analysis of our historical experience of employee exercise and post-vesting termination behavior considered in relation to the contractual life of the option. Expected volatility is based on the average of historical volatility for the period commensurate with the expected life of the option and the implied volatility of traded options. The risk-free interest rate is equal to the U.S. Treasury constant maturity rates for the period equal to the expected life. If options are granted or assumed without dividend-equivalents rights, the fair values are discounted by the dividend yield. |
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| • | Restricted stock units and restricted stock awards. The fair value of each Restricted Stock Unit (“RSU”) and Restricted Stock Award (“RSA”) is equal to the market value of Symantec’s common stock on the date of grant. Because the Company’s RSUs and RSAs include dividend-equivalent rights, the fair values are not discounted by the dividend yield. |
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| • | Performance-based restricted stock units and performance-contingent stock units. We use the Monte Carlo simulation option pricing model (“Monte Carlo model”) to determine the fair value of each performance-based restricted stock unit (“PRU”) and the fair value and derived service period of each performance-contingent stock unit (“PCSU”). The determination of the grant date fair value and derived service periods using a simulation model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected life of the awards, risk-free interest rates and expected dividends. Expected volatility is based on the average of historical volatility for the period commensurate with the expected life of the PRUs and PCSUs. The risk-free interest rate is equal to the U.S. Treasury constant maturity rates for the period equal to the expected life. For all periods prior to Fiscal 2014 we did not pay cash dividends on our common stock, and therefore our expected dividend rate was zero for all such periods presented. For awards granted on or subsequent to June 27, 2013, we used an annualized dividend yield based on the per share dividends declared by our board of directors. The compensation expense for PRUs is initially based on the probability of achieving the target level of the company-specific performance condition, and is adjusted for subsequent changes in the estimated or actual outcome of this performance condition. The compensation expense for PCSUs is amortized ratably using the graded vesting attribution method over the derived service periods. Because the Company’s granted PRUs and PCSUs include dividend-equivalent rights, the fair values of PRUs are not discounted by the dividend yield. |
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Changes in the valuation assumptions and our related estimates may change the fair value for stock-based compensation and the related expense recognized. There have not been any material changes to our stock-based compensation expense due to changes in our valuation assumptions.
Concentrations of credit risk
A significant portion of our revenue and net income is derived from international sales and independent agents and distributors. Fluctuations of the U.S. dollar against foreign currencies, changes in local regulatory or economic conditions, piracy, or nonperformance by independent agents or distributors could adversely affect operating results.
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments, and trade accounts receivable. Our investment policy limits the amount of credit risk exposure to any one issuer and to any one country. We are exposed to credit risks in the event of default by the issuers to the extent of the amount recorded in our Consolidated Balance Sheets. The credit risk in our trade accounts receivable is substantially mitigated by our credit evaluation process, reasonably short collection terms, and the geographical dispersion of sales transactions. We maintain reserves for potential credit losses and such losses have been within management’s expectations. See Note 10 for details of significant customers.
Advertising and other promotional costs
Advertising and other promotional costs are charged to operations as incurred and included in operating expenses. These costs totaled $451 million, $594 million, and $667 million for fiscal 2014, 2013, and 2012, respectively.
Contingencies
We evaluate contingent liabilities including threatened or pending litigation and government investigations in accordance with the authoritative guidance on contingencies. We assess the likelihood of any adverse judgments or outcomes from potential claims or proceedings, as well as potential ranges of probable losses, when the outcomes of the claims or proceedings are probable and reasonably estimable. A determination of the amount of accrued liabilities required, if any, for these contingencies is made after the analysis of each separate matter. Because of uncertainties related to these matters, we base our estimates on the information available at the time
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of our assessment. As additional information becomes available, we reassess the potential liability related to our pending claims, litigation and government investigations, and may revise our estimates. Any revisions in the estimates of potential liabilities could have a material impact on our operating results and financial position.
Sales Commissions
Effective March 30, 2013, we changed our accounting policy for sales commissions that are incremental and directly related to customer sales contracts in which revenue is deferred. These commission costs are accrued and capitalized upon execution of a non-cancelable customer contract, and subsequently expensed over the term of such contract in proportion to the related future revenue streams. For commission costs where revenue is recognized, the related commission costs are recorded in the period of revenue recognition. Prior to this change in accounting policy, commission costs were expensed in the period in which they were incurred. The adoption of this accounting policy change has been applied retrospectively to all periods presented in this Annual Report on Form 10-K, in which the cumulative effect of the change has been reflected as of the beginning of the first period presented. Deferred commissions as of March 28, 2014 and March 29, 2013 were $136 million and $159 million, respectively. During the year ended March 28, 2014, we capitalized $172 million of commission costs and amortized $195 million to sales expense, respectively. During the years ended March 29, 2013, and March 30, 2012, we deferred $190 million and $210 million of commission costs and amortized $208 million and $186 million to sales expense, respectively.
We believe this change in accounting policy is preferable as the direct and incremental commission costs are closely related to the revenue, and therefore they should be recorded as an asset and recognized as an expense over the same period that the related revenue is recognized.
The cumulative effect of the change on accumulated deficit was $98 million as of April 1, 2011. The cumulative effect of the change on accumulated deficit and accumulated other comprehensive income was $109 million and $3 million, respectively, as of March 30, 2012. The following tables present the changes to financial statement line items as a result of the accounting change for the periods presented in the accompanying Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheet
| March 29, 2013 | ||||||||||||
| As Reported | Adjustment | As Adjusted | ||||||||||
| (Dollars in millions) | ||||||||||||
| Deferred income taxes | $ | 198 | $ | (29 | ) | $ | 169 | |||||
| Deferred commissions | $ | - | $ | 130 | $ | 130 | ||||||
| Long-term deferred commissions | $ | - | $ | 29 | $ | 29 | ||||||
| Other long-term assets | $ | 124 | $ | (1 | ) | $ | 123 | |||||
| Other current liabilities | $ | 313 | $ | 5 | $ | 318 | ||||||
| Long-term deferred tax liabilities (1) | $ | 403 | $ | 6 | $ | 409 | ||||||
| Accumulated other comprehensive income (1) | $ | 197 | $ | 5 | $ | 202 | ||||||
| Accumulated deficit (1) | $ | (2,096 | ) | $ | 50 | $ | (2,046 | ) |
(1) Adjustment includes a decrease of $17 million in long-term deferred tax liability, an increase of $3 million in accumulated other comprehensive income, and an increase of $49 million in accumulated deficit, related to the correction of the deferred revenue error. See discussion of immaterial correction of previously provided financial information above.
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Condensed Consolidated Statements of Income
| Year Ended March 29, 2013 | Year Ended March 30, 2012 | |||||||||||||||||||||||
| As Reported | Adjustment | As Adjusted | As Reported | Adjustment | As Adjusted | |||||||||||||||||||
| (In millions, except per share data) | ||||||||||||||||||||||||
| Operating expenses: Sales and marketing | $ | 2,735 | $ | 17 | $ | 2,752 | $ | 2,814 | $ | (25 | ) | $ | 2,789 | |||||||||||
| Provision for income taxes | $ | 258 | $ | (7 | ) | $ | 251 | $ | 298 | $ | 10 | $ | 308 | |||||||||||
| Net income attributable to Symantec Corporation stockholders | $ | 765 | $ | (10 | ) | $ | 755 | $ | 1,172 | $ | 15 | $ | 1,187 | |||||||||||
| Net income per share attributable to Symantec Corporation stockholders — basic | $ | 1.09 | $ | (0.01 | ) | $ | 1.08 | $ | 1.58 | $ | 0.02 | $ | 1.60 | |||||||||||
| Net income per share attributable to Symantec Corporation stockholders — diluted | $ | 1.08 | $ | (0.02 | ) | $ | 1.06 | $ | 1.57 | $ | 0.02 | $ | 1.59 | |||||||||||
| Weighted-average shares outstanding attributable to Symantec Corporation stockholders — basic | 701 | - | 701 | 741 | - | 741 | ||||||||||||||||||
| Weighted-average shares outstanding attributable to Symantec Corporation stockholders — diluted | 711 | - | 711 | 748 | - | 748 |
Condensed Consolidated Statements of Comprehensive Income
| Year Ended March 29, 2013 | Year Ended March 30, 2012 | |||||||||||||||||||||||
| As Reported | Adjustment | As Adjusted | As Reported | Adjustment | As Adjusted | |||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||||||
| Net income | $ | 765 | $ (10) | $ | 755 | $ | 1,172 | $ | 15 | $ | 1,187 | |||||||||||||
| Net foreign currency translation adjustments (1) | $ | 7 | $ - | $ | 7 | $ | 4 | $ | 1 | $ | 5 | |||||||||||||
| Comprehensive income (1) | $ | 789 | $ (10) | $ | 779 | $ | 1,174 | $ | 16 | $ | 1,190 |
(1) Adjustment includes an increase of $1 million in net foreign currency and comprehensive income for the year ended March 29, 2013, and an increase of $2 million in net foreign currency and comprehensive income for the year ended March 30, 2012, related to the correction of the deferred revenue error. See discussion of immaterial correction of previously provided financial information above.
The change in accounting policy does not affect our balance of cash and cash equivalents and as a result did not change net cash flows from operating, investing, or financing activities in our Consolidated Statement of Cash Flows for the year ended March 29, 2013.
There have been no other material changes in our significant accounting policies for the year ended March 28, 2014, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended March 29, 2013, other than as discussed above.
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Recently issued authoritative guidance
There was no recently issued authoritative guidance that had a material impact to our Consolidated Financial Statements.
Note 2. Fair Value Measurements
For assets and liabilities measured at fair value, such amounts are based on an expected exit price representing the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
| • | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
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| • | Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
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| • | Level 3_:_ Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
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Assets measured and recorded at fair value on a recurring basis
Cash equivalents. Cash equivalents consist of money market funds that are classified as level 1, and corporate securities and commercial paper classified as level 2, all of which have an original maturity of three months or less, and the carrying amount is a reasonable estimate of fair value.
Other short-term investments. Other short-term investments consist of U.S. government securities with original maturities greater than three months and are classified as recurring level 1. Also included in other short-term investments are commercial paper, federal agency and corporate securities with original maturities greater than three months, which are classified as level 2. Other short-term investments are priced using inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the fair value of these assets.
Marketable equity securities. Marketable equity securities are classified as level 1 and are recorded at fair value using quoted prices in active markets for identical assets.
There have been no transfers between fair value measurement levels during fiscal 2014. The following table summarizes our assets measured at fair value on a recurring basis, by level, within the fair value hierarchy:
| March 28, 2014 | March 29, 2013 | |||||||||||||||||||||||
| Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | |||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||||||
| Cash equivalents | $ | 2,380 | $ | 40 | $ | 2,420 | $ | 3,469 | $ | - | $ | 3,469 | ||||||||||||
| Other short-term investments | 95 | 236 | 331 | - | - | - | ||||||||||||||||||
| Marketable equity securities | 6 | - | 6 | 62 | - | 62 |
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Assets and liabilities measured and recorded at fair value on a nonrecurring basis
Goodwill. In fiscal 2012, we recorded an impairment of $19 million as a cumulative-effect adjustment in accumulated deficit, related to an implied fair value measurement made for our former Services reporting unit upon the adoption of a new accounting standard. The valuation technique used to estimate the implied fair value of goodwill was an income approach which relied upon level 3 inputs, which included discounted estimated future cash flows or profit streams.
Indefinite-lived intangible assets. In fiscal 2012, we recorded impairment charges of $4 million, which reduced the gross carrying value of indefinite-lived trade names. The fair value amounts were derived using an income approach which required level 3 inputs such as discounted estimated future cash flows on profit streams. These impairment charges were due to reductions in expected future cash flows for certain indefinite-lived trade names related to the Information Security segment. These impairment charges were recorded within impairment of intangible assets in our Consolidated Statements of Income.
Disclosure of the Fair Value of Financial Instruments
See Note 6 for information regarding long-term debt including fair value disclosures.
Note 3. Business Combinations
Fiscal 2013
On April 2, 2012, we completed the acquisition of a privately-held provider of mobile application management. In exchange for all of the voting equity interests of the acquired company, we paid a total purchase price of $28 million in cash. The objective of the acquisition is to extend our enterprise mobility portfolio to include a cross-platform mobile application protection solution to help organizations protect and isolate corporate data and applications across both corporate-owned and personally-owned devices. The results of operations of the acquired company have been included in our User Productivity & Protection segment. Supplemental pro forma information for the acquired company was not material to our financial results and therefore has not been included. The purchase price allocation resulted in goodwill of $24 million and intangible assets of $4 million. Goodwill, which is not tax deductible, resulted primarily from our expectation of synergies from the integration of the acquired company’s technology into our product offerings. Intangible assets included developed technology and customer relationships, which are amortized over their estimated useful lives of five and nine years, respectively.
Fiscal 2012
Clearwell Systems Inc.
On June 24, 2011, we completed the acquisition of Clearwell Systems Inc. (“Clearwell”), a privately-held provider of eDiscovery solutions. In exchange for all of the voting equity interests of Clearwell, we transferred a total consideration of $392 million, which consists of $364 million in cash, net of $20 million cash acquired, and $8 million of assumed stock options. The objective of the acquisition was to enhance our eDiscovery, archiving and backup offerings to our customers. The results of operations of Clearwell are included as part of the Information Management segment. Supplemental pro forma information for Clearwell was not material to our financial results and therefore not included.
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The following table presents the purchase price allocation included in our Consolidated Balance Sheets (in millions):
| Net tangible assets (1) | $ | 33 | ||
| Intangible assets (2) | 154 | |||
| Goodwill (3) | 268 | |||
| Net tax liabilities | (63 | ) | ||
| Total purchase price | $ | 392 | ||
| (1) | Net tangible assets included deferred revenue which was adjusted down from $13 million to $3 million, representing our estimate of the fair value of the contractual obligation assumed for support services. |
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| (2) | Intangible assets included customer relationships, developed technology, and trade names of $82 million, $60 million, and $12 million, respectively, which are amortized over their estimated useful lives of seven to nine years. |
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| (3) | Goodwill is not tax deductible. The amount resulted primarily from our expectation of synergies from the integration of Clearwell product offerings with our existing product offerings. |
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Other
In addition to Clearwell, we completed the acquisitions of LiveOffice LLC (“LiveOffice”) and another privately-held company for an aggregate purchase price of $151 million, which consisted of $144 million in cash, net of $7 million cash acquired. The results of operations for the acquired companies have been included in the Information Management segment. Supplemental pro forma information for these acquisitions was not material to our financial results and therefore not included. For fiscal 2012, we recorded acquisition-related transaction costs of $2 million, which were included in general and administrative expense.
The following table presents the purchase price allocation included in our Consolidated Balance Sheets (in millions):
| LiveOffice | Other | Total | ||||||||||
| Acquisition date | January 13, 2012 | March 2, 2012 | ||||||||||
| Net tangible (liabilities) assets (1) | $ | (5 | ) | $ | 2 | $ | (3 | ) | ||||
| Intangible assets (2) | 51 | 8 | 59 | |||||||||
| Goodwill (3) | 69 | 26 | 95 | |||||||||
| Total purchase price | $ | 115 | $ | 36 | $ | 151 | ||||||
| (1) | Net tangible (liabilities) assets included deferred revenue, which was adjusted down from $12 million to $6 million, representing our estimate of the fair value of the contractual obligation assumed for support services. |
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| (2) | Intangible assets included primarily developed technology of $44 million and customer relationships of $15 million, which are amortized over their estimated useful lives of four to ten years. The weighted-average estimated useful lives were 4.8 years for developed technology and 9.9 years for customer relationships. |
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| (3) | Goodwill is partially tax deductible. The goodwill amount resulted primarily from our expectation of synergies from the integration of the acquisitions’ product offerings with our existing product offerings. |
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Note 4. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill are as follows:
| User Productivity & Protection | Information Security | Information Management | Total | |||||||||||||
| (Dollars in millions) | ||||||||||||||||
| Net balance as of March 30, 2012 | $ | 1,641 | $ | 1,473 | $ | 2,712 | $ | 5,826 | ||||||||
| Additions (1) | 10 | 14 | - | 24 | ||||||||||||
| Adjustments (2) | (2 | ) | (2 | ) | (5 | ) | (9 | ) | ||||||||
| Net balance as of March 29, 2013 | $ | 1,649 | $ | 1,485 | $ | 2,707 | $ | 5,841 | ||||||||
| Additions (1) | - | 16 | - | 16 | ||||||||||||
| Adjustments (2) | - | 1 | - | 1 | ||||||||||||
| Net balance as of March 28, 2014 | $ | 1,649 | $ | 1,502 | $ | 2,707 | $ | 5,858 | ||||||||
| (1) | Additions due to an acquired business. |
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| (2) | Adjustments made to goodwill primarily reflect foreign currency exchange rate fluctuations. |
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Effective in the first quarter of fiscal 2014, we evaluated our segment reporting structure and modified the reporting to match our new operating structure. Our reporting units for goodwill are the same as our reportable operating segments, and the net goodwill balance has been allocated to the reporting units based on their relative fair value. See Note 10 of these Consolidated Financial Statements for information regarding the changes related to segment information.
As a result of the change in our segments, we assessed goodwill for impairment immediately prior to the changes to the new reporting units and determined that the estimated fair value of our reporting units exceeded their respective carrying amount including goodwill. Based on the results of our impairment analysis, we do not believe that impairment existed as of the date of the change in our segments.
Intangible assets, net
| March 28, 2014 | March 29, 2013 | |||||||||||||||||||||||||||
| Gross Carrying Amount (2) | Accumulated Amortization (2) | Net Carrying Amount | Weighted- Average Remaining Useful Life | Gross Carrying Amount (2) | Accumulated Amortization (2) | Net Carrying Amount | Weighted- Average Remaining Useful Life | |||||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||||||||||
| Customer relationships | $ | 766 | $ (469) | $ | 297 | 3 years | $ | 2,157 | $ (1,718) | $ | 439 | 2 years | ||||||||||||||||
| Developed technology | 287 | (142) | 145 | 4 years | 377 | (180) | 197 | 4 years | ||||||||||||||||||||
| Finite-lived tradenames | 125 | (103) | 22 | 2 years | 125 | (89) | 36 | 2 years | ||||||||||||||||||||
| Patents | 21 | (14) | 7 | 4 years | 21 | (13) | 8 | 5 years | ||||||||||||||||||||
| Indefinite-lived tradenames (1) | 297 | - | 297 | Indefinite | 297 | - | 297 | Indefinite | ||||||||||||||||||||
| Total | $ | 1,496 | $ (728) | $ | 768 | 3 years | $ | 2,977 | $ (2,000) | $ | 977 | 2 years | ||||||||||||||||
| (1) | See Note 2 for information regarding impairment charges. |
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| (2) | Certain intangible assets from prior acquisitions primarily related to Veritas, were removed as they were fully amortized at the end of the fiscal 2014, in accordance with our current policy. |
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Total future amortization expense for intangible assets that have finite lives is as follows:
| March 28, 2014 | ||||
| (Dollars in millions) | ||||
| 2015 | $ | 157 | ||
| 2016 | 106 | |||
| 2017 | 87 | |||
| 2018 | 66 | |||
| 2019 | 35 | |||
| Thereafter | 20 | |||
| Total | $ | 471 | ||
Note 5. Supplemental Financial Information
Dividends
During fiscal 2014 we declared and paid common stock dividends of $418 million or $0.60 per share. Each quarterly dividend was recorded as a reduction to additional paid-in capital. In addition, our board of directors approved dividend equivalent rights entitling holders of restricted stock and performance-based stock to dividend equivalents to be paid in the form of cash upon vesting, for each share of the underlying units. No dividends and dividend equivalents were paid in any periods prior to fiscal 2014. All dividends and dividend equivalents are subject to the approval of our board of directors.
Changes in Accumulated Other Comprehensive Income by Component
Components of Accumulated Other Comprehensive Income, on a net of tax basis, were as follows:
| Foreign Currency Translation Adjustments | Unrealized Gain On Available-For-Sale Securities | Total | ||||||||||
| (Dollars in millions) | ||||||||||||
| Balance as of March 29, 2013 | $ | 186 | $ | 16 | $ | 202 | ||||||
| Other comprehensive income before reclassifications | 5 | - | 5 | |||||||||
| Amounts reclassified from accumulated other comprehensive income | - | (13 | ) | (13 | ) | |||||||
| Balance as of March 28, 2014 | $ | 191 | $ | 3 | $ | 194 | ||||||
The effects on net income of amounts reclassified from Accumulated Other Comprehensive Income were as follows:
| Year Ended March 28, 2014 | ||||||
| (Dollars in millions) | ||||||
| Details about Accumulated Other Comprehensive Income Components | Affected Line Item in the Condensed Consolidated Statement of Income | |||||
| Unrealized gain on available-for-sale securities | $ | 24 | Other (expense) income, net | |||
| Tax effects | (10 | ) | Provision for income taxes | |||
| Total amount reclassified, net of taxes | $ | 14 | ||||
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Gain from sale of joint venture
In fiscal 2008, Symantec formed a joint venture with a subsidiary of Huawei Technologies Co., Limited (“Huawei”). On March 30, 2012, we sold our 49% ownership interest in the joint venture to Huawei for $530 million in cash. The gain of $530 million, offset by costs to sell the joint venture of $4 million, was included in gain from sale of joint venture in our Consolidated Statements of Income.
Other income (expense), net
In fiscal 2013, we began receiving a tax incentive from the China tax bureau in the form of value-added tax (“VAT”) refunds. The tax incentive is provided to companies that perform software research and development activities in China. The refunds relate to VAT collected on qualifying software product sales. This tax incentive plan enables companies to retrospectively apply the rules back to January 2011. As of March 28, 2014, we recognized cumulative refunds of $33 million, which were included in other income (expense), net in our Consolidated Statements of Income.
Note 6. Debt
The following table summarizes components of our debt:
| March 28, 2014 | ||||||||||||
| Face Value | Effective Interest Rate | Fair Value (1) | ||||||||||
| (Dollars in millions) | ||||||||||||
| 3.95% Senior Notes, due June 2022 (“3.95% Notes”) | $ | 400 | 4.05 | % | $ | 401 | ||||||
| 2.75% Senior Notes, due June 2017 (“2.75% Notes due 2017”) | 600 | 2.79 | % | 618 | ||||||||
| 4.20% Senior Notes, due September 2020 (“4.20% Notes”) | 750 | 4.25 | % | 795 | ||||||||
| 2.75% Senior Notes, due September 2015 (“2.75% Notes due 2015”) | 350 | 2.76 | % | 357 | ||||||||
| March 29, 2013 | ||||||||||||
| Face Value | Effective Interest Rate | Fair Value (1) | ||||||||||
| (Dollars in millions) | ||||||||||||
| 3.95% Senior Notes, due June 2022 (“3.95% Notes”) | $ | 400 | 4.05 | % | $ | 412 | ||||||
| 2.75% Senior Notes, due June 2017 (“2.75% Notes due 2017”) | 600 | 2.79 | % | 620 | ||||||||
| 4.20% Senior Notes, due September 2020 (“4.20% Notes”) | 750 | 4.25 | % | 799 | ||||||||
| 2.75% Senior Notes, due September 2015 (“2.75% Notes due 2015”) | 350 | 2.76 | % | 363 | ||||||||
| 1.00% Convertible Senior Notes, due June 2013 (“1.00% notes”) | 1,000 | 6.78 | % (2) | 1,291 |
| (1) | The fair value of debt relies on level 2 inputs, which are based on market prices for similar debt instruments and resulting yields. For convertible senior notes, the fair value represents that of the liability component. See Note 1 for our accounting policy of estimating the fair value of our debt. |
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| (2) | Represents the interest rate on our debt for accounting purposes while taking into account the effects of amortization of debt discount. Although the effective interest rates of the 1.00% notes were 6.78% for fiscal 2013 and 2012, we made cash interest payments at the stated coupon rates of 1.00%. |
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As of March 28, 2014, future maturities of debt by fiscal years are as follows:
| March 28, 2014 | ||||
| (Dollars in millions) | ||||
| 2015 | $ | - | ||
| 2016 | 350 | |||
| 2017 | - | |||
| 2018 | 600 | |||
| 2019 | - | |||
| Thereafter | 1,150 | |||
| Total | $ | 2,100 | ||
Senior Notes
In fiscal 2013, we issued the 3.95% notes and 2.75% notes due 2017. These are senior unsecured obligations that rank equally in right of payment with all of our existing and future unsecured, unsubordinated obligations and are redeemable by us at any time, subject to a “make-whole” premium. Our proceeds were $1.0 billion, less issuance discount of $4 million resulting from sale of the notes at a yield slightly above the stated coupon rate. We also incurred issuance costs of $6 million. Both the discount and issuance costs are being amortized as incremental interest expense over the respective terms of the notes. Interest on these notes is payable semiannually. Contractual interest expense was $32 million and $26 million in fiscal 2014 and fiscal 2013, respectively.
In fiscal 2011, we issued the 4.20% notes and 2.75% notes due 2015. These are senior unsecured obligations that rank equally in right of payment with all of our existing and future unsecured, unsubordinated obligations and are redeemable by us at any time, subject to a “make-whole” premium. Our proceeds from the issuance of the senior notes were $1.1 billion, net of an issuance discount. Interest on these notes is payable semiannually. Contractual interest expense was $41 million for each of the fiscal years 2014, 2013, and 2012.
Convertible Senior Notes
In the first quarter of fiscal 2007, we issued $1.0 billion in principal amount of 1.00% Convertible Senior Notes, due in June 2013. On June 15, 2013, the principal balance on those notes matured and was settled by a cash payment of $1.0 billion, along with the $5 million semiannual interest payment. In addition, we elected to pay the conversion value above par value in cash in the amount of $189 million. Concurrently with the payment of the conversion value we received $189 million from the note hedge, we entered into at the time of issuance of the 1.00% notes.
At the time of issuance of the 1.00% notes, we granted warrants to affiliates of certain initial purchasers of the notes whereby they had the option to purchase up to 52.7 million shares of our common stock at a price of $27.1330 per share. All the warrants expired unexercised on various dates during the second quarter of fiscal 2014 and there was no dilutive impact from the warrants on our earnings per share for fiscal 2014.
Interest on our convertible senior notes was payable semiannually. Contractual interest expense was $2 million, $10 million, and $11 million in fiscal 2014, 2013, and 2012, respectively. Amortization of the debt discount was $3 million, $55 million, and $56 million in fiscal 2014, 2013, and 2012, respectively.
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The following table summarizes information regarding the equity and liability components of the convertible senior notes as of March 29, 2013:
| March 29, 2013 | ||||
| (Dollars in millions) | ||||
| Principal amount | $ | 1,000 | ||
| Equity component | 313 | |||
| Liability component | 997 | |||
| Unamortized discount | 3 |
There is no remaining liability as of March 28, 2014.
Revolving credit facility
In the first quarter of fiscal 2013, we amended our senior unsecured revolving credit facility agreement. The amendment extended the term of the credit facility to June 7, 2017 and revolving loans under the credit facility will bear interest, at our option, either at a rate equal to a) LIBOR plus a margin based on debt ratings, as defined in the credit facility agreement or b) the bank’s base rate plus a margin based on debt ratings, as defined in the credit facility agreement. Under the terms of this credit facility, we must comply with certain financial and non-financial covenants, including a covenant to maintain a specified ratio of debt to EBITDA (earnings before interest, taxes, depreciation and amortization). As of March 28, 2014, we were in compliance with all financial covenants, and no amounts were outstanding.
Note 7. Restructuring and Transition
Our restructuring and transition costs and liabilities consist primarily of severance, facilities costs, and transition and other related costs. Severance generally includes severance payments, outplacement services, health insurance coverage, and legal costs. Facilities costs generally include rent expense and lease termination costs, less estimated sublease income. Transition and other related costs primarily consist of severance costs associated with acquisition integrations in efforts to streamline our business operations, and cost associated with the planning, design, testing, and data conversion phases of a new ERP system. Restructuring and transition costs are managed at the corporate level and are not allocated to our reportable segments. See Note 10 of these Consolidated Financial Statements for information regarding the reconciliation of total segment operating income to total consolidated operating income.
Restructuring plan
We initiated a restructuring plan in the fourth quarter of fiscal 2013 to reduce management and redundant personnel resulting in headcount reductions across the Company. As of March 28, 2014, total costs related to this plan incurred since inception were $222 million, primarily related to severance and related employee benefits. The costs for severance and benefits are substantially complete, however we expect to incur immaterial adjustments to existing reserves in subsequent periods.
Other exit and disposal costs
Our other exit and disposal costs consist primarily of costs associated with closing or consolidating certain facilities. Largely as a result of business acquisitions, management may deem certain leased facilities to be in excess and make a plan to exit them either at the time of acquisition or after the acquisition in conjunction with our efforts to integrate and streamline our operations. As of March 28, 2014, liabilities for these excess facility obligations at several locations around the world are expected to be paid over the respective lease terms, the longest of which extends through fiscal 2018.
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Restructuring and transition summary
| March 29, 2013 | Costs, Net of Adjustments (1) | Cash Payments | March 28, 2014 | Cumulative Incurred to Date | ||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||
| Restructuring liabilities: | ||||||||||||||||||||
| Restructuring plan — severance | $ | 10 | $ | 212 | $ | (184) | $ | 38 | $ | 222 | ||||||||||
| Other exit and disposal costs | 3 | - | (3) | - | ||||||||||||||||
| Total restructuring liabilities | $ | 13 | $ | 212 | $ | (187) | $ | 38 | ||||||||||||
| Transition and other related costs | 58 | |||||||||||||||||||
| Total restructuring and transition | $ | 270 | ||||||||||||||||||
| Balance Sheet: | ||||||||||||||||||||
| Other current liabilities | $ | 11 | $ | 37 | ||||||||||||||||
| Other long-term obligations | 2 | 1 | ||||||||||||||||||
| Total restructuring liabilities | $ | 13 | $ | 38 | ||||||||||||||||
(1) Adjustments primarily relate to foreign currency exchange rate fluctuations.
Note 8. Commitments and Contingencies
Lease commitments
We lease certain of our facilities, equipment, and co-locations under operating leases that expire at various dates beyond fiscal 2019. We currently sublease some space under various operating leases that will expire on various dates through fiscal 2019. Some of our leases contain renewal options, escalation clauses, rent concessions, and leasehold improvement incentives. Rent expense under operating leases was $121 million, $124 million, and $111 million for fiscal 2014, 2013, and 2012, respectively.
The minimum future rentals on noncancelable operating leases are as follows:
| March 28, 2014 | ||||
| (Dollars in millions) | ||||
| 2015 | $ | 103 | ||
| 2016 | 83 | |||
| 2017 | 69 | |||
| 2018 | 61 | |||
| 2019 | 53 | |||
| Thereafter | 124 | |||
| Total minimum future lease payments | $ | 493 | ||
| Sublease income | (2 | ) | ||
| Total minimum future lease payments, net | $ | 491 | ||
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Purchase obligations
We have purchase obligations that are associated with agreements for purchases of goods or services. Management believes that cancellation of these contracts is unlikely and we expect to make future cash payments according to the contract terms. The following reflects unrecognized purchase obligations:
| March 28, 2014 | ||||
| (Dollars in millions) | ||||
| 2015 | $ | 483 | ||
| 2016 | 34 | |||
| 2017 | 6 | |||
| 2018 | - | |||
| 2019 | - | |||
| Thereafter | - | |||
| Total purchase obligations | $ | 523 | ||
Indemnification
In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, subsidiaries and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements or representations and warranties made by us. In addition, our bylaws contain indemnification obligations to our directors, officers, employees and agents, and we have entered into indemnification agreements with our directors and certain of our officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our bylaws and to provide additional procedural protections. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, we have not incurred material costs as a result of obligations under these agreements and we have not accrued any liabilities related to such indemnification obligations in our Consolidated Financial Statements.
We provide limited product warranties and the majority of our software license agreements contain provisions that indemnify licensees of our software from damages and costs resulting from claims alleging that our software infringes on the intellectual property rights of a third party. Historically, payments made under these provisions have been immaterial. We monitor the conditions that are subject to indemnification to identify if a loss has occurred.
Litigation contingencies
During the first quarter of fiscal 2013, we were advised by the Commercial Litigation Branch of the Department of Justice’s Civil Division and the Civil Division of the U.S. Attorney’s Office for the District of Columbia that the government is investigating our compliance with certain provisions of our U.S. General Services Administration (“GSA”) Multiple Award Schedule Contract No. GS-35F-0240T effective January 24, 2007, including provisions relating to pricing, country of origin, accessibility, and the disclosure of commercial sales practices. As reported on the GSA’s publicly-available database, our total sales under the GSA Schedule contract were approximately $222 million from the period beginning January 2007 and ending September 2012. We are fully cooperating with the investigation and in January 2014 met with representatives of the government who presented us with an initial analysis of our actual damages exposure in the amount of approximately $145 million. We are currently in the process of evaluating the government’s initial analysis. Since the initial meeting, the government’s analysis of our potential damages exposure has fluctuated.
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It is possible that the investigation could lead to claims or findings of violations of the False Claims Act, and could be material to our results of operations and cash flows for any period. Resolution of False Claims Act investigations can ultimately result in the payment of between one and three times the actual damages proven by the government, plus civil penalties in some cases, depending upon a number of factors. Considering the preliminary stage of the negotiated resolution process with the government, our current estimate of the low end of the range of estimated loss from this matter is $25 million, which we have recorded as an offset to Revenue.
We are also involved in a number of other judicial and administrative proceedings that are incidental to our business. Although adverse decisions (or settlements) may occur in one or more of the cases, it is not possible to estimate the possible loss or losses from each of these cases. The final resolution of these lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on our business, results of operations, financial condition or cash flow.
Note 9. Stock Repurchases
The following table summarizes our stock repurchases:
| Year Ended | ||||||||||||||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||||||||||||||
| (In millions, except per share data) | ||||||||||||||||||||||||
| Total number of shares repurchased | 21 | 49 | 51 | |||||||||||||||||||||
| Dollar amount of shares repurchased | $ | 500 | $ | 826 | $ | 893 | ||||||||||||||||||
| Average price paid per share | $ | 23.87 | $ | 16.98 | $ | 17.62 | ||||||||||||||||||
| Range of price paid per share | $ | 20.41 - | 27.09 | $ | 13.09 - | 22.27 | $ | 15.38 - | 20.51 |
Through our stock repurchase programs we have repurchased shares on a quarterly basis since the fourth quarter of fiscal 2004. During the fourth quarter of fiscal 2013, our board of directors authorized a new $1.0 billion stock repurchase program which commenced in fiscal 2014. Our active stock repurchase programs have $658 million remaining authorized for future repurchases as of March 28, 2014, and neither program has an expiration date.
Note 10. Segment Information
In the fourth quarter of fiscal 2013, we announced a new strategy and created three new business segments which offer different products and services distinguished by customer needs. We also made changes in our organizational structure. As of the first quarter of fiscal 2014, we modified our segment reporting structure to more readily match the new operating structure based on information reviewed by our CODM. The three reporting segments, which are the same as our operating segments, are as follows:
| • | User Productivity & Protection: Our User Productivity & Protection segment focuses on making it simple for customers to be productive and protected at home and at work. These products include our Norton solutions, endpoint security and management, encryption, and mobile offerings. |
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| • | Information Security: Our Information Security segment protects organizations so they can confidently conduct business while leveraging new platforms and data. These products include our SSL, authentication, mail & web security, data center security, data loss prevention, and information security services offerings. |
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| • | Information Management: Our Information Management segment focuses on backup and recovery, archiving and eDiscovery, storage and high availability solutions, ensuring that our customers’ IT infrastructure and mission-critical applications are protected, managed and available. |
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There were no intersegment sales for the periods presented. The historical information presented has been retrospectively adjusted to reflect the new segment reporting. Our chief operating decision maker evaluates performance primarily based on net revenue and operating income. Except for goodwill, as disclosed in Note 4, the majority of our assets are not discretely identified by segment.
| User Productivity & Protection | Information Security | Information Management | Total Segments | |||||||||||||
| (Dollars in millions) | ||||||||||||||||
| Fiscal 2014 | ||||||||||||||||
| Net revenue | $ | 2,869 | $ | 1,294 | $ | 2,513 | $ | 6,676 | ||||||||
| Percentage of total net revenue | 43 | % | 19 | % | 38 | % | 100 | % | ||||||||
| Operating income | 1,061 | 186 | 574 | 1,821 | ||||||||||||
| Operating margin | 37 | % | 14 | % | 23 | % | ||||||||||
| Fiscal 2013 | ||||||||||||||||
| Net revenue | $ | 2,979 | $ | 1,298 | $ | 2,629 | $ | 6,906 | ||||||||
| Percentage of total net revenue | 43 | % | 19 | % | 38 | % | 100 | % | ||||||||
| Operating income | 1,015 | 38 | 707 | 1,760 | ||||||||||||
| Operating margin | 34 | % | 3 | % | 27 | % | ||||||||||
| Fiscal 2012 | ||||||||||||||||
| Net revenue | $ | 2,975 | $ | 1,197 | $ | 2,558 | $ | 6,730 | ||||||||
| Percentage of total net revenue | 44 | % | 18 | % | 38 | % | 100 | % | ||||||||
| Operating income | 1,056 | (105 | ) | 771 | 1,722 | |||||||||||
| Operating margin | 35 | % | (9 | ) % | 30 | % |
The following table provides a reconciliation of the total of the reportable segments’ operating income to the consolidated operating income:
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (Dollars in millions) | ||||||||||||
| Total segment operating income | $ | 1,821 | $ | 1,760 | $ | 1,722 | ||||||
| Reconciling items: | ||||||||||||
| Amortization of intangibles | 210 | 355 | 380 | |||||||||
| Restructuring and transition | 270 | 125 | 56 | |||||||||
| Stock-based compensation | 156 | 164 | 164 | |||||||||
| Acquisition-related expenses | 2 | 10 | 18 | |||||||||
| Total consolidated operating income | $ | 1,183 | $ | 1,106 | $ | 1,104 | ||||||
Product revenue information
The following table represents revenue as a percentage of total revenue by significant product categories:
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| Core consumer security | 29 | % | 28 | % | 29 | % | ||||||
| Backup | 21 | % | 21 | % | 20 | % | ||||||
| Information availability | 10 | % | 11 | % | 12 | % | ||||||
| Endpoint security and management | 7 | % | 8 | % | 9 | % | ||||||
| Others (1) | 33 | % | 32 | % | 30 | % | ||||||
| Total product revenue | 100 | % | 100 | % | 100 | % | ||||||
| (1) | No other product category was material to the respective totals. |
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Geographical Information
The following table represents net revenue amounts recognized for sales in the corresponding countries:
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (Dollars in millions) | ||||||||||||
| United States | $ | 3,198 | $ | 3,337 | $ | 3,240 | ||||||
| Foreign countries (1) | 3,478 | 3,569 | 3,490 | |||||||||
| Total net revenue | $ | 6,676 | $ | 6,906 | $ | 6,730 | ||||||
| (1) | No individual country represented more than 10% of the respective totals. |
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The table below lists our property and equipment, net of accumulated depreciation, by geographic area for the periods presented. We do not identify or allocate our other assets by geographic area:
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (Dollars in millions) | ||||||||||||
| United States | $ | 871 | $ | 903 | $ | 885 | ||||||
| Foreign countries (1) | 245 | 219 | 215 | |||||||||
| Total | $ | 1,116 | $ | 1,122 | $ | 1,100 | ||||||
| (1) | No individual country represented more than 10% of the respective totals. |
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Significant customers
In fiscal 2014, 2013 and 2012, there were no significant customers that accounted for more than 10% of our total net revenue.
Note 11. Employee Benefits and Stock-Based Compensation
401(k) plan
We maintain a salary deferral 401(k) plan for all of our domestic employees. This plan allows employees to contribute up to 50% of their pretax salary up to the maximum dollar limitation prescribed by the Internal Revenue Code. We match 50% of the employee’s contribution up to the limits specified in the plan. The maximum match in any given plan year is 3% of the employees’ eligible compensation, up to $6,000. Our contribution under the plan was $26 million, $26 million, and $25 million in fiscal 2014, 2013, and 2012, respectively.
Stock purchase plans
2008 Employee Stock Purchase Plan
In September 2008, our stockholders approved the 2008 Employee Stock Purchase Plan (“2008 ESPP”) and reserved 20 million shares of common stock for issuance thereunder. In September 2010, and October 2013 the 2008 ESPP was amended by our stockholders to increase the shares available for issuance thereunder by 20 million and 30 million, respectively. As of March 28, 2014, 22 million shares have been issued under this plan and 48 million shares remained available for future issuance.
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Subject to certain limitations, our employees may elect to have 2% to 10% of their compensation withheld through payroll deductions to purchase shares of common stock under the 2008 ESPP. Employees purchase shares of common stock at a price per share equal to 85% of the fair market value on the purchase date at the end of each six-month purchase period.
Stock award plans
2000 Director Equity Incentive Plan
In September 2000, our stockholders approved the 2000 Director Equity Incentive Plan and reserved 50,000 shares of common stock for issuance thereunder. Stockholders increased the number of shares of stock that may be issued by 50,000 in September 2004, September 2007, and October 2011. The purpose of this plan is to provide the members of the board of directors with an opportunity to receive common stock for all or a portion of the retainer payable to each director for serving as a member. Each director may elect any portion up to 100% of the retainer to be paid in the form of stock. As of March 28, 2014, a total of 133,000 shares have been issued under this plan and 67,000 shares remained available for future issuance.
2004 and 2013 Equity Incentive Plan
Effective as of October 22, 2013, our stockholders and board of directors adopted and approved the Company’s 2013 Equity Incentive Plan (“2013 Plan”), and resolved that the Company will cease to grant equity awards under its former 2004 Equity Incentive Plan (“2004 Plan”), provided that all outstanding stock awards granted under the 2004 Plan will remain in effect in accordance with the terms and conditions as set forth in the agreements evidencing such stock awards.
Under both the 2013 Plan and the 2004 Plan (collectively “the Equity Plans”), the Company has granted incentive and nonqualified stock options, stock appreciation rights, RSUs, RSAs, and performance-based awards to employees, officers, directors, consultants, independent contractors, and advisors to us. These may also be granted to any parent, subsidiary, or affiliate of ours. The purpose of both the Equity Plans has been to attract, retain, and motivate eligible persons whose present and potential contributions are important to our success by offering them an opportunity to participate in our future performance through equity awards. Under the terms of the Equity Plans, the exercise price of stock options may not be less than 100% of the fair market value on the date of grant. The options and RSUs generally vest over a four-year period.
Effective as of the first quarter of 2013, following Board approval all RSUs, RSAs and performance-based awards granted under the Equity Plans have dividend equivalent rights (“DER”) which entitle participants to the same dividend value per share as holders of Company’s Common Stock. The DER are to be paid in the form of cash upon vesting for each share of the underlying award, and are subject to the same terms and conditions as the underlying award.
Upon adoption, our stockholders approved and reserved 45 million shares of common stock for issuance under the 2013 Plan. As of March 28, 2014, 41 million shares remained available for future grant.
Other stock option plans
Options remain outstanding under several other stock option plans, including the 2004 Plan, 1996 Plan, and various plans assumed in connection with acquisitions. No further options may be granted under any of these plans. Stock options granted prior to October 2005 generally have a maximum term of ten years and options granted thereafter generally have a maximum term of seven years.
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Performance-based restricted stock units and performance-contingent stock units
During the first quarters of fiscal 2014, 2013 and 2012, we granted PRUs to certain senior level employees under our 2013 Plan and 2004 Plan. The PRU grants are in lieu of the stock option grants typically awarded as part of our annual compensation program. These PRUs can be earned depending upon the achievement of a company-specific performance condition and a market condition as follows: (1) our achievement of annual target earnings per share for the applicable fiscal year and (2) our two and three-year cumulative relative total shareholder return ranked against that of other companies that are included in the Standard & Poor’s 500 Index. These PRUs are also subject to a three-year continued service vesting provision with earlier vesting permitted under certain conditions, such as upon a change of control of the Company. The determination of the fair value of these awards takes into consideration the likelihood of achievement of the market condition.
On March 19, 2014, Stephen M. Bennett, our former president and chief executive officer was terminated from the Company. During fiscal 2014, we granted to him 782,414 PCSUs based on the achievement of specified performance metrics. The PCSUs were also subject to an underlying continued service vesting condition. Each performance metric was based on the average sixty day trailing closing price of Symantec’s common stock (the “Closing Average Price”) over a three-year period beginning with the first quarter of fiscal 2014. Subject to ratification by our board of directors, these awards were to vest and release for the fiscal year when the Closing Average Price first exceeds $26.79, $30.01, and $33.61, respectively. Upon his resignation, Mr. Bennett became entitled to 100% vesting of these awards in accordance with the terms and conditions of his employment agreement. The awards are planned for release in the first quarter of fiscal 2015. The weighted-average grant date fair value per share of PCSUs granted was $10.57 per share. The accelerated stock based compensation expense related to these PCSUs was approximately $6 million.
During fiscal 2013, we granted 450,000 PCSUs to Mr. Bennett based on the achievement of specified performance metrics, and subject to an underlying continued service vesting condition. Each performance metric was based on the average twenty day trailing closing price of Symantec’s common stock (the “Average Closing Price”) over a three-year period beginning with the second quarter of fiscal 2013. Upon achievement and ratification by our board of directors, these awards were to be vested and released for the fiscal quarter when the Average Closing Price first exceeds $18.00, $20.00, and $22.00, respectively. The price thresholds were achieved during fiscal 2013. The first 150,000 PCSUs were released to Mr. Bennett during fiscal 2013, and the remaining 300,000 shares were released in the first quarter of fiscal 2014. The weighted-average grant date fair value per share of PCSUs granted was $13.69 per share.
Valuation of stock-based awards
The following assumptions were used to estimate the fair value of stock awards:
| Fiscal 2014 | Fiscal 2013 | Fiscal 2012 | ||||||||||||||||||||||||||||||||||
| Stock Options: | ||||||||||||||||||||||||||||||||||||
| Expected life | - | 3.5 | years | 3.8 | years | |||||||||||||||||||||||||||||||
| Weighted-average expected volatility | - | 31 | % | 35 | % | |||||||||||||||||||||||||||||||
| Weighted-average risk-free interest rate | - | 0.52 | % | 1.62 | % | |||||||||||||||||||||||||||||||
| Expected dividends | - | - | - | |||||||||||||||||||||||||||||||||
| PRUs and PCSUs: | ||||||||||||||||||||||||||||||||||||
| Expected life | 0.6 - | 2.9 | years | 2.6 - | 2.9 | years | 2.8 - | 2.9 | years | |||||||||||||||||||||||||||
| Expected volatility | 29 | % | - | 32 | % | 31 | % | - | 32 | % | 48 | % | - | 49 | % | |||||||||||||||||||||
| Weighted-average expected volatility | 32 | % | 32 | % | 49 | % | ||||||||||||||||||||||||||||||
| Risk-free interest rate | 0.38 | % | - | 0.71 | % | 0.36 | % | - | 0.38 | % | 0.65 | % | - | 0.90 | % | |||||||||||||||||||||
| Expected dividends | 0 | % | - | 2.61 | % | - | - |
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Stock-based compensation expense
The following table sets forth the total stock-based compensation expense recognized in our Consolidated Statements of Income.
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (In millions, except per share data) | ||||||||||||
| Cost of revenue | $ | 19 | $ | 15 | $ | 16 | ||||||
| Sales and marketing | 59 | 67 | 70 | |||||||||
| Research and development | 48 | 50 | 49 | |||||||||
| General and administrative | 30 | 32 | 29 | |||||||||
| Total stock-based compensation expense | 156 | 164 | 164 | |||||||||
| Tax benefit associated with stock-based compensation expense | (45 | ) | (48 | ) | (46 | ) | ||||||
| Net stock-based compensation expense | $ | 111 | $ | 116 | $ | 118 | ||||||
| Net stock-based compensation expense per share attributable to Symantec Corporation stockholders — basic | $ | 0.16 | $ | 0.17 | $ | 0.16 | ||||||
| Net stock-based compensation expense per share attributable to Symantec Corporation stockholders — diluted | $ | 0.16 | $ | 0.16 | $ | 0.16 |
Stock options activity
| Number of Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Years | Aggregate Intrinsic Value (1) | |||||||||||||
| (In millions, except per share and years data) | ||||||||||||||||
| Outstanding at March 29, 2013 | 18 | $ | 19.86 | |||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | (9 | ) | 17.65 | |||||||||||||
| Forfeited | (1 | ) | 16.19 | |||||||||||||
| Expired | (2 | ) | 27.72 | |||||||||||||
| Outstanding at March 28, 2014 | 6 | $ | 20.56 | 1.7 | $ | 10 | ||||||||||
| Exercisable at March 28, 2014 | 5 | $ | 20.91 | 1.4 | $ | 8 | ||||||||||
| Vested and expected to vest at March 28, 2014 | 6 | $ | 20.58 | 1.6 | $ | 10 |
| (1) | Intrinsic value is calculated as the difference between the market value of our common stock as of the last trading day of the fiscal year and the exercise price of the option. The aggregate intrinsic value of options outstanding and exercisable includes options with an exercise price below $19.79, the closing price of our common stock on the last trading day of the fiscal year, as reported by the NASDAQ Global Select Market. |
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There were no options granted during fiscal 2014. The weighted-average fair value per share of options granted during fiscal 2013, and 2012 including assumed options was $4.07 and $5.23, respectively. The total intrinsic value of options exercised during fiscal 2014, 2013, and 2012 was $60 million, $64 million, and $40 million, respectively.
As of March 28, 2014, total unrecognized compensation cost adjusted for estimated forfeitures related to unvested stock options was $4 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.1 years.
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Restricted stock activity
| Number of Shares | Weighted- Average Grant Date Fair Value | Weighted- Average Remaining Years | Aggregate Intrinsic Value | |||||||||||||
| (In millions, except per share and years data) | ||||||||||||||||
| Outstanding at March 29, 2013 | 19 | $ | 16.25 | |||||||||||||
| Granted | 11 | 23.90 | ||||||||||||||
| Vested and released | (6 | ) | 16.01 | |||||||||||||
| Forfeited | (5 | ) | 17.55 | |||||||||||||
| Outstanding and unvested at March 28, 2014 | 19 | $ | 20.61 | 1.6 | $ | 376 | ||||||||||
| Expected to vest at March 28, 2014 | 15 | 1.4 | $ | 304 |
The weighted-average grant date fair value per share of restricted stock granted during fiscal 2014, 2013, and 2012, including assumed restricted stock was $23.90, $15.74, and $18.13, respectively. The total fair value of restricted stock that vested and released in fiscal 2014, 2013, and 2012 was $147 million, $124 million, and $150 million, respectively.
As of March 28, 2014, total unrecognized compensation cost adjusted for estimated forfeitures related restricted stock was $263 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.7 years.
Performance-based restricted stock units activity
| Number of Shares | ||||
| Unvested at March 29, 2013 | 1,732,756 | |||
| Granted | 947,033 | |||
| Incremental grants due to performance and market conditions | (270,405 | ) | ||
| Vested and released | (75,133 | ) | ||
| Issued | (197,796 | ) | ||
| Forfeited | (849,630 | ) | ||
| Unvested at March 28, 2014 | 1,286,825 | |||
The weighted-average grant date fair value per share of PRUs granted during fiscal 2014, 2013 and 2012 was $26.03, $16.97 and $23.58, respectively. The total fair value of PRUs that were issued in fiscal 2014 was $5 million.
As of March 28, 2014, total unrecognized compensation cost related to the PRUs was approximately $7 million, which is expected to be recognized over the remaining weighted average period of 1.6 years.
Shares reserved
We had reserved the following shares of authorized but unissued common stock:
| March 28, 2014 | ||||
| (In millions) | ||||
| Stock purchase plans | 48 | |||
| Stock award plans | 68 | |||
| Total | 116 | |||
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Note 12. Income Taxes
The components of the provision for income taxes are as follows:
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (Dollars in millions) | ||||||||||||
| Current: | ||||||||||||
| Federal | $ | 111 | $ | 104 | $ | 123 | ||||||
| State | 23 | 23 | 30 | |||||||||
| International | 78 | 87 | 121 | |||||||||
| 212 | 214 | 274 | ||||||||||
| Deferred: | ||||||||||||
| Federal | 36 | 27 | 40 | |||||||||
| State | 17 | 5 | (8 | ) | ||||||||
| International | (7 | ) | 5 | 2 | ||||||||
| 46 | 37 | 34 | ||||||||||
| Total provision of income taxes | $ | 258 | $ | 251 | $ | 308 | ||||||
Pretax income from international operations was $612 million, $652 million, and $891 million for fiscal 2014, 2013, and 2012, respectively.
The difference between our effective income tax and the federal statutory income tax is as follows:
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (Dollars in millions) | ||||||||||||
| Expected Federal statutory tax | $ | 405 | $ | 351 | $ | 525 | ||||||
| State taxes, net of federal benefit | 26 | 25 | 12 | |||||||||
| Foreign earnings taxed at less than the federal rate | (131 | ) | (96 | ) | (160 | ) | ||||||
| Domestic production activities deduction | (14 | ) | (12 | ) | (20 | ) | ||||||
| Federal research and development credit | (6 | ) | (10 | ) | (12 | ) | ||||||
| Valuation allowance (decrease) increase | (3 | ) | - | 5 | ||||||||
| Benefit of losses from joint venture | - | - | (1 | ) | ||||||||
| Tax positions (including valuation allowance release) | (26 | ) | (9 | ) | (52 | ) | ||||||
| Other, net | 7 | 2 | 11 | |||||||||
| $ | 258 | $ | 251 | $ | 308 | |||||||
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The principal components of deferred tax assets are as follows:
| March 28, 2014 | March 29, 2013 | |||||||
| (Dollars in millions) | ||||||||
| Deferred tax assets: | ||||||||
| Tax credit carryforwards | $ | 38 | $ | 54 | ||||
| Net operating loss carryforwards of acquired companies | 79 | 102 | ||||||
| Other accruals and reserves not currently tax deductible | 128 | 144 | ||||||
| Deferred revenue | 92 | 97 | ||||||
| Loss on investments not currently tax deductible | 16 | 10 | ||||||
| State income taxes | 19 | 29 | ||||||
| Stock-based compensation | 31 | 36 | ||||||
| 403 | 472 | |||||||
| Valuation allowance | (56 | ) | (66 | ) | ||||
| Total deferred tax assets | $ | 347 | $ | 406 | ||||
| Deferred tax liabilities: | ||||||||
| Tax over book depreciation | (76 | ) | (73 | ) | ||||
| Goodwill | (29 | ) | (19 | ) | ||||
| Intangible assets | (48 | ) | (102 | ) | ||||
| Unremitted earnings of foreign subsidiaries | (399 | ) | (377 | ) | ||||
| Prepaids and deferred expenses | (30 | ) | (42 | ) | ||||
| Other | (7 | ) | (2 | ) | ||||
| Total deferred tax liabilities | $ | (589 | ) | $ | (615 | ) | ||
| Net deferred tax assets | $ | (242 | ) | $ | (209 | ) | ||
The $56 million total valuation allowance provided against our deferred tax assets as of March 28, 2014 is mainly attributable to net operating loss and tax credit carryforwards of acquired companies, state tax credits, and net operating losses in foreign jurisdictions. The valuation allowance decreased by a net of $10 million in fiscal 2014, related mostly to the liquidation of a foreign entity.
As of March 28, 2014, we have U.S. federal net operating losses attributable to various acquired companies of approximately $74 million, which, if not used, will expire between fiscal 2015 and 2032. These net operating loss carryforwards are subject to an annual limitation under Internal Revenue Code §382, but are expected to be fully realized. Furthermore, we have U.S. state net operating loss and credit carryforwards attributable to various acquired companies of approximately $203 million and $70 million, respectively. If not used, our U.S. state net operating losses will expire between fiscal 2015 and 2032 and the majority of our U.S. state credit carryforwards can be carried forward indefinitely. In addition, we have foreign net operating loss carryforwards attributable to various acquired foreign companies of approximately $280 million net of valuation allowances, the majority of which, under current applicable foreign tax law, can be carried forward indefinitely.
In assessing the ability to realize our deferred tax assets, we considered whether it was more likely than not that some portion or all the deferred tax assets will not be realized. We considered the following: we have historical cumulative book income, as measured by the current and prior two years, we have strong, consistent taxpaying history, we have substantial U.S. federal income tax carryback potential; and we have substantial amounts of scheduled future reversals of taxable temporary differences from our deferred tax liabilities. We have concluded that this positive evidence outweighs the negative evidence and, thus, that the deferred tax assets as of March 28, 2014 of $347 million, after application of the valuation allowances described above, are realizable on a “more likely than not” basis.
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As of March 28, 2014, no provision has been made for federal or state income taxes on $3.2 billion of cumulative unremitted earnings of certain of our foreign subsidiaries since we plan to indefinitely reinvest these earnings. As of March 28, 2014, the unrecognized deferred tax liability for these earnings was $918 million.
The aggregate changes in the balance of gross unrecognized tax benefits from April 1, 2011 to March 28, 2014 were as follows (in millions):
| Balance as of April 1, 2011 | $ | 527 | ||
| Settlements and effective settlements with tax authorities and related remeasurements | (62 | ) | ||
| Lapse of statute of limitations | (12 | ) | ||
| Increases in balances related to tax positions taken during prior years | 78 | |||
| Decreases in balances related to tax positions taken during prior years | (30 | ) | ||
| Increases in balances related to tax positions taken during current year | 118 | |||
| Balance as of March 30, 2012 | $ | 619 | ||
| Settlements and effective settlements with tax authorities and related remeasurements | (114 | ) | ||
| Lapse of statute of limitations | (98 | ) | ||
| Increases in balances related to tax positions taken during prior years | 11 | |||
| Decreases in balances related to tax positions taken during prior years | (20 | ) | ||
| Increases in balances related to tax positions taken during current year | 14 | |||
| Balance as of March 29, 2013 | $ | 412 | ||
| Settlements and effective settlements with tax authorities and related remeasurements | (122 | ) | ||
| Lapse of statute of limitations | (11 | ) | ||
| Increases in balances related to tax positions taken during prior years | 27 | |||
| Decreases in balances related to tax positions taken during prior years | (50 | ) | ||
| Increases in balances related to tax positions taken during current year | 26 | |||
| Balance as of March 28, 2014 | $ | 282 | ||
There was a change of $130 million in gross unrecognized tax benefits during the fiscal year as disclosed above. This gross liability does not include offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, interest deductions, and state income taxes, as well as payments made to date.
Of the total unrecognized tax benefits at March 28, 2014, $284 million, if recognized, would favorably affect the Company’s effective tax rate, while $2 million would affect the cumulative translation adjustments. However, one or more of these unrecognized tax benefits could be subject to a valuation allowance if and when recognized in a future period, which could impact the timing of any related effective tax rate benefit.
At March 28, 2014, before any tax benefits, we had $51 million of accrued interest and penalties on unrecognized tax benefits. Interest included in our provision for income taxes was an expense of approximately $7 million, offset by reductions of $3 million for the year ended March 28, 2014. If the accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced in the period that such determination is made, and reflected as a reduction of the overall income tax provision.
We file income tax returns in the U.S. on a federal basis and in many U.S. state and foreign jurisdictions. Our most significant tax jurisdictions are the U.S., Ireland, and Singapore. Our tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. Our 2009 through 2014 fiscal years remain subject to examination by the Internal Revenue Service (“IRS”) for U.S. federal tax purposes, our 2010 through 2014 fiscal years remain subject to examination by the appropriate governmental agencies for Irish tax purposes, and our 2007 through 2014 fiscal years remain subject
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to examination by the appropriate governmental agencies for Singapore tax purposes. Other significant jurisdictions include California, Japan, the UK and India. As of March 28, 2014, we are under examination regarding Symantec U.S. federal income taxes for the fiscal years 2009 through 2012. In addition, we are under examination by the California Franchise Tax Board for the Symantec California income taxes for the 2009 through 2010 tax years. We are also under audit by the Singapore income tax authorities for fiscal years 2007 through 2011 and by the Indian income tax authorities for fiscal years 2004 through 2014.
On December 2, 2009, we received a Revenue Agent’s Report from the IRS for the Veritas 2002 through 2005 tax years assessing additional taxes due. We contested $80 million of the tax assessed and all penalties. As a result of negotiations with IRS Appeals in the third quarter of fiscal 2012, we remeasured our liability for unrecognized tax benefits, resulting in a tax benefit of $52 million. We executed the final closing agreement for the Veritas 2002 through 2005 tax years on December 26, 2012. Accordingly, we recorded a further tax benefit of $3 million during the third quarter of fiscal 2013 based on the closing agreement. Further, we amended our state tax returns for the Veritas 2002 through 2005 tax years in the fourth quarter of fiscal 2013 to reflect the adjustments in the closing agreement and remeasured our state liability resulting in a benefit of $7 million.
On September 3, 2013, we settled and effectively settled matters with the IRS for the Symantec 2005 through 2008 fiscal years. The result of the settlements, effective settlements, and re-measurements resulted in a reduction in the balance of our gross unrecognized tax benefits in fiscal year 2014 of $122 million.
The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Although potential resolution of uncertain tax positions involve multiple tax periods and jurisdictions, it is reasonably possible that the gross unrecognized tax benefits related to these audits could decrease (whether by payment, release, or a combination of both) in the next 12 months by between $20 million and $140 million.
We continue to monitor the progress of ongoing income tax controversies and the impact, if any, of the expected tolling of the statute of limitations in various taxing jurisdictions.
Note 13. Earnings Per Share
Basic and diluted earnings per share are computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share also include the incremental effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include the dilutive effect of shares underlying outstanding stock options, restricted stock, warrants, and convertible senior notes.
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The components of earnings per share attributable to Symantec Corporation stockholders are as follows:
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (Dollars in millions, except per share data) | ||||||||||||
| Net income | $ | 898 | $ | 755 | $ | 1,187 | ||||||
| Net income per share — basic | $ | 1.29 | $ | 1.08 | $ | 1.60 | ||||||
| Net income per share — diluted | $ | 1.28 | $ | 1.06 | $ | 1.59 | ||||||
| Weighted-average outstanding common shares — basic | 696 | 701 | 741 | |||||||||
| Dilutive potential shares issuable from assumed exercise of stock options | 2 | 2 | 3 | |||||||||
| Dilutive potential shares related to stock award plans | 6 | 6 | 4 | |||||||||
| Dilutive potential shares related to convertible senior notes (1) | - | 2 | - | |||||||||
| Weighted-average shares outstanding — diluted | 704 | 711 | 748 | |||||||||
| Anti-dilutive weighted-average stock options | 4 | 20 | 32 | |||||||||
| Anti-dilutive weighted-average restricted stock | 1 | 2 | - | |||||||||
| Anti-dilutive effect of note hedge (1) | - | 2 | - |
| (1) | See Note 6 for information regarding the effects of the convertible senior notes, and the warrants issued and the option purchased in connection with the convertible senior notes. |
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Note 14. Noncontrolling Interest
As of March 30, 2012, we owned 54% of VeriSign Japan. During the second quarter of fiscal 2013, we completed a tender offer and paid $92 million to acquire VeriSign Japan common shares and stock rights, which increased our ownership percentage to 92%. During the third quarter of fiscal 2013, we acquired the remaining 8% interest for $19 million and it became a wholly-owned subsidiary. The payment for the remaining 8% interest was made in the fourth quarter of fiscal 2013.
The effect of the change in our ownership interest in VeriSign Japan on our equity is as follows:
| Year Ended | ||||||||||||
| March 28, 2014 | March 29, 2013 | March 30, 2012 | ||||||||||
| (Dollars in millions) | ||||||||||||
| Net income attributable to Symantec Corporation stockholders | $ | 898 | $ | 755 | $ | 1,187 | ||||||
| Transfers to noncontrolling interest: | ||||||||||||
| Decrease in Symantec Corporation stockholders’ paid-in capital for purchase of 204,189 VeriSign Japan common shares and stock rights | - | (35 | ) | - | ||||||||
| Net transfers to noncontrolling interest | - | (35 | ) | - | ||||||||
| Change from net income attributable to Symantec Corporation stockholders and transfers to noncontrolling interest | $ | 898 | $ | 720 | $ | 1,187 | ||||||
Note 15. Subsequent Event
On May 8, 2014, we announced a quarterly dividend in the amount of $0.15 per share of common stock to be paid on June 25, 2014 to all stockholders of record as of June 10, 2014. All shares of common stock issued and outstanding, and unvested restricted stock and performance-based stock as of the record date will be entitled to the dividend and dividend equivalents, respectively. Any future dividends and dividend equivalents will be subject to the approval of our board of directors.
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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 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 16th day of May 2014.
| SYMANTEC CORPORATION | ||||
| By: | /s/ Michael A. Brown | |||
| Michael A. Brown Interim President and Chief Executive Officer, and Director |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael A. Brown, Thomas J. Seifert and Scott C. Taylor, and each or any of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities to sign any and all amendments to this report on Form 10-K and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below.
| Signature | Title | Date | ||
| /s/ Michael A. Brown Michael A. Brown | Interim President and Chief Executive Officer, and Director (Principal Executive Officer) | May 16, 2014 | ||
| /s/ Thomas J. Seifert Thomas J. Seifert | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | May 16, 2014 | ||
| /s/ Mark S. Garfield Mark S. Garfield | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | May 16, 2014 | ||
| /s/ Daniel H. Schulman Daniel H. Schulman | Chairman of the Board | May 16, 2014 | ||
| /s/ Frank E. Dangeard Frank E. Dangeard | Director | May 16, 2014 | ||
| /s/ Geraldine B. Laybourne Geraldine B. Laybourne | Director | May 16, 2014 | ||
| /s/ David L. Mahoney David L. Mahoney | Director | May 16, 2014 | ||
| /s/ Robert S. Miller Robert S. Miller | Director | May 16, 2014 | ||
| /s/ Anita M. Sands Anita M. Sands | Director | May 16, 2014 | ||
| /s/ V. Paul Unruh V. Paul Unruh | Director | May 16, 2014 | ||
| /s/ Suzanne M. Vautrinot Suzanne M. Vautrinot | Director | May 16, 2014 |
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Schedule II
SYMANTEC CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
| Additions | ||||||||||||||||||||
| Balance at Beginning of Period | Charged Against Revenue and to Operating Expense (1) | Charged to Other Accounts (2) | Amount Written Off or Used | Balance at End of Period (1) | ||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||
| Year ended March 28, 2014 | $ | 111 | $ | 222 | $ | 156 | $ | (388) | $ | 101 | ||||||||||
| Year ended March 29, 2013 | 103 | 252 | 173 | (417) | 111 | |||||||||||||||
| Year ended April 1, 2012 | 107 | 227 | 173 | (404) | 103 |
| (1) | The balances include allowance for doubtful accounts, reserve for product returns, and reserve for rebates. |
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| (2) | Charged to other accounts include the unrecognized customer rebates and the product returns for unrecognized revenue and are recorded as a reduction of deferred revenue. |
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EXHIBIT INDEX
| Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||
| 3.01 | Amended and Restated Certificate of Incorporation of Symantec Corporation | S-8 | 333-119872 | 4.01 | 10/21/04 | |||||||
| 3.02 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Symantec Corporation | S-8 | 333-126403 | 4.03 | 07/06/05 | |||||||
| 3.03 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Symantec Corporation | 10-Q | 000-17781 | 3.01 | 08/05/09 | |||||||
| 3.04 | Certificate of Designations of Series A Junior Participating Preferred Stock of Symantec Corporation | 8-K | 000-17781 | 3.01 | 12/21/04 | |||||||
| 3.05 | Bylaws, as amended, of Symantec Corporation | 8-K | 000-17781 | 3.01 | 05/07/12 | |||||||
| 4.01 | Form of Common Stock Certificate | S-3ASR | 333-139230 | 4.07 | 12/11/06 | |||||||
| 4.02 | Indenture related to the 1.00% Convertible Senior Notes, due 2013, dated as of June 16, 2006, between Symantec Corporation and U.S. Bank National Association, as trustee (including form of 1.00% Convertible Senior Notes due 2013) | 8-K | 000-17781 | 4.02 | 06/16/06 | |||||||
| 4.03 | Form of Master Terms and Conditions For Convertible Bond Hedging Transactions between Symantec Corporation and each of Bank of America, N.A. and Citibank, N.A., respectively, dated June 9, 2006, including Exhibit and Schedule thereto | 10-Q | 000-17781 | 10.04 | 08/09/06 | |||||||
| 4.04 | Form of Master Terms and Conditions For Warrants Issued by Symantec Corporation between Symantec Corporation and each of Bank of America, N.A. and Citibank, N.A., respectively, dated June 9, 2006, including Exhibit and Schedule thereto | 10-Q | 000-17781 | 10.05 | 08/09/06 | |||||||
| 4.05 | Credit Agreement, dated as of September 8, 2010, by and among Symantec Corporation, the lenders party thereto (the “Lenders”), Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A. and Citibank, N.A., as Co-Syndication Agents, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Co-Documentation Agents, and Wells Fargo Securities, LLC, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Bookrunners and Joint Lead Arrangers | 10-Q | 000-17781 | 4.01 | 11/03/10 |
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| Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||
| 4.06 | First Amendment to Credit Agreement, dated June 7, 2012, by and among Symantec Corporation, Wells Fargo Bank, National Association, and the lenders party thereto | 8-K | 000-17781 | 4.01 | 06/11/12 | |||||||
| 4.07 | Indenture, dated September 16, 2010, between Symantec Corporation and Wells Fargo Bank, National Association, as trustee | 8-K | 000-17781 | 4.01 | 09/16/10 | |||||||
| 4.08 | Form of Global Note for Symantec’s 2.750% Senior Note due 2015 (contained in Exhibit No. 4.02) | 8-K | 000-17781 | 4.03 | 09/16/10 | |||||||
| 4.09 | Form of Global Note for Symantec’s 4.200% Senior Note due 2020 (contained in Exhibit No. 4.02) | 8-K | 000-17781 | 4.04 | 09/16/10 | |||||||
| 4.10 | Form of Global Note for Symantec’s 2.750% Senior Notes due 2017 (contained in Exhibit No. 4.02) | 8-K | 000-17781 | 4.03 | 06/14/12 | |||||||
| 4.11 | Form of Global Note for Symantec’s 3.950% Senior Notes due 2022 (contained in Exhibit No. 4.02) | 8-K | 000-17781 | 4.04 | 06/14/12 | |||||||
| 10.01(*) | Form of Indemnification Agreement with Officers and Directors, as amended (form for agreements entered into prior to January 17, 2006) | S-1 | 33-28655 | 10.17 | 06/21/89 | |||||||
| 10.02(*) | Form of Indemnification Agreement for Officers, Directors and Key Employees | 8-K | 000-17781 | 10.01 | 01/23/06 | |||||||
| 10.03(*) | Symantec Corporation 1996 Equity Incentive Plan, as amended, including form of Stock Option Agreement and form of Restricted Stock Purchase Agreement | 10-K | 000-17781 | 10.05 | 06/09/06 | |||||||
| 10.04(*) | Symantec Corporation Deferred Compensation Plan, restated and amended January 1, 2010, as adopted December 15, 2009 | 10-K | 000-17781 | 10.05 | 05/24/10 | |||||||
| 10.05(*) | Brightmail Inc. 1998 Stock Option Plan, including form of Stock Option Agreement and form of Notice of Assumption | 10-K | 000-17781 | 10.08 | 06/09/06 | |||||||
| 10.06(*) | Symantec Corporation 2000 Director Equity Incentive Plan, as amended | 10-Q | 000-17781 | 10.01 | 11/01/11 | |||||||
| 10.07(*) | Altiris, Inc. 2002 Stock Plan | S-8 | 333-141986 | 99.03 | 04/10/07 | |||||||
| 10.08(*) | Form of Stock Option Agreement under the Altiris, Inc. 2002 Stock Plan | S-8 | 333-141986 | 99.04 | 04/10/07 | |||||||
| 10.09(*) | Vontu, Inc. 2002 Stock Option/Stock Issuance Plan, as amended | S-8 | 333-148107 | 99.02 | 12/17/07 |
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| Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||
| 10.10(*) | Form of Vontu, Inc. Stock Option Agreement | S-8 | 333-148107 | 99.03 | 12/17/07 | |||||||
| 10.11(*) | Veritas Software Corporation 2003 Stock Incentive Plan, as amended and restated, including form of Stock Option Agreement, form of Stock Option Agreement for Executives and Senior VPs and form of Notice of Stock Option Assumption | 10-K | 000-17781 | 10.15 | 06/09/06 | |||||||
| 10.12(*) | Symantec Corporation 2004 Equity Incentive Plan, as amended, including Stock Option Grant — Terms and Conditions, form of RSU Award Agreement, form of RSU Award Agreement for Non-Employee Directors and form of PRU Award Agreement | 10-K | 000-17781 | 10.17 | 05/20/11 | |||||||
| 10.13(*) | Clearwell Systems, Inc. 2005 Stock Plan, as amended | S-8 | 333-175783 | 99.01 | 07/26/11 | |||||||
| 10.14(*) | Form of Clearwell Systems, Inc. Stock Option Agreement | S-8 | 333-175783 | 99.02 | 07/26/11 | |||||||
| 10.15(*) | Symantec Corporation 2008 Employee Stock Purchase Plan, as amended | S-8 | 333-191889 | 99.02 | 10/24/13 | |||||||
| 10.16(*) | Symantec Corporation 2013 Equity Incentive Plan, including form of Stock Option Grant — Terms and Conditions and form of RSU Awards Agreement | 10-Q | 000-17781 | 10.01 | 02/03/14 | |||||||
| 10.17(*) | Symantec Senior Executive Incentive Plan, as amended and restated | 8-K | 000-17781 | 10.03 | 10/25/13 | |||||||
| 10.18(*) | Symantec Corporation Executive Retention Plan, as amended and restated | 10-K | 000-17781 | 10.33 | 05/21/12 | |||||||
| 10.19(*) | Symantec Corporation Executive Severance Plan | 10-K | 000-17781 | 10.34 | 05/21/12 | |||||||
| 10.20(*) | Offer Letter, dated February 8, 2006, from Symantec Corporation to James A. Beer | 10-K | 000-17781 | 10.17 | 06/09/06 | |||||||
| 10.21(*) | Executive Employment Agreement, dated August 21, 2012, between Symantec Corporation and Steve Bennett | 8-K | 000-17781 | 10.01 | 08/23/12 | |||||||
| 10.22(*) | Employment Offer Letter, dated December 19, 2012, between Symantec Corporation and Stephen Gillett | 8-K | 000-17781 | 10.01 | 12/19/12 | |||||||
| 10.23(*) | Employment Offer Letter, dated January 15, 2014, between Symantec Corporation and Thomas J. Seifert | 8-K | 000-17781 | 10.01 | 03/03/14 | |||||||
| 10.24(*) | Employment Offer Letter, dated February 3, 2014, between Symantec Corporation and Mark Garfield | 8-K | 000-17781 | 10.01 | 03/10/14 |
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| Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||
| 10.25(*) | FY14 Executive Annual Incentive Plan — President and Chief Executive Officer | 10-Q | 000-17781 | 10.01 | 07/31/13 | |||||||
| 10.26(*) | FY14 Executive Annual Incentive Plan — Vice President, Senior Vice President and Executive Vice President | 10-Q | 000-17781 | 10.02 | 07/31/13 | |||||||
| 10.27(*) | Performance Contingent Stock Unit Award Agreement, dated May 30, 2013, by and between Symantec Corporation and Steve Bennett | 10-Q | 000-17781 | 10.03 | 07/31/13 | |||||||
| 10.28 | Assignment of Copyright and Other Intellectual Property Rights, by and between Peter Norton and Peter Norton Computing, Inc., dated August 31, 1990 | S-4 | 33-35385 | 10.37 | 06/13/90 | |||||||
| 10.29† | Environmental Indemnity Agreement, dated April 23, 1999, between Veritas and Fairchild Semiconductor Corporation, included as Exhibit C to that certain Agreement of Purchase and Sale, dated March 29, 1999, between Veritas and Fairchild Semiconductor of California | S-1/A | 333-83777 | 10.27 Exhibit C | 08/06/99 | |||||||
| 10.30 | Amendment, dated June 20, 2007, to the Amended and Restated Agreement Respecting Certain Rights of Publicity dated as of August 31, 1990, by and between Peter Norton and Symantec Corporation | 10-Q | 000-17781 | 10.01 | 08/07/07 | |||||||
| 10.31 | Amendment, effective December 6, 2010, to the Trademark License Agreement, dated August 9, 2010, by and between VeriSign, Inc. and Symantec Corporation | 10-Q | 000-17781 | 10.01 | 02/02/11 | |||||||
| 21.01 | Subsidiaries of Symantec Corporation | X | ||||||||||
| 23.01 | Consent of Independent Registered Public Accounting Firm | X | ||||||||||
| 24.01 | Power of Attorney (see Signature page to this annual report) | X | ||||||||||
| 31.01 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
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| Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||
| 31.02 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.01(††) | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.02(††) | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 101.INS | XBRL Instance Document | X | ||||||||||
| 101.SCH | XBRL Taxonomy Schema Linkbase Document | X | ||||||||||
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document | X | ||||||||||
| 101.LAB | XBRL Taxonomy Labels Linkbase Document | X | ||||||||||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document | X | ||||||||||
| 101.DEF | XBRL Taxonomy Definition Linkbase Document | X |
| * | Indicates a management contract, compensatory plan or arrangement. |
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| † | Filed by Veritas Software Corporation. |
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| †† | This exhibit is being furnished, rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
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Previous: Item 14. Principal Accountant Fees and Services