Gen Digital (GEN) 10-K risk factor changes: FY2016 vs FY2015
The 2016-04-01 10-K against the 2015-04-03 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A62 rewritten38 added78 removed463 unchanged
All filing items756 rewritten651 added552 removed1,534 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 651 added, 552 removed, 756 rewritten and 1,534 unchanged across 11 items that differ.
Sentences by item
21 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. Risk Factors | 38 | 78 | 62 | 463 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 139 | 194 | 137 | 209 |
| Item 7A. Quantitative and Qualitative Disclosures about Market Risk | 4 | 5 | 9 | 14 |
| Item 1. Business | 25 | 47 | 43 | 90 |
| Item 3. Legal Proceedings | 0 | 0 | 0 | 1 |
| Cover and table of contents | 3 | 2 | 25 | 78 |
| Item 1B. Unresolved Staff Comments | 0 | 0 | 0 | 1 |
| Item 2. Properties | 2 | 2 | 7 | 10 |
| Item 4. Mine Safety Disclosures | 0 | 0 | 0 | 2 |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 16 | 16 | 8 | 21 |
| Item 6. Selected Financial Data | 29 | 11 | 15 | 20 |
| Item 8. Financial Statements and Supplementary Data | 15 | 4 | 4 | 7 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 0 | 0 | 0 | 1 |
| Item 9A. Controls and Procedures | 2 | 0 | 4 | 14 |
| Item 9B. Other Information | 0 | 0 | 0 | 2 |
| Item 10. Directors, Executive Officers and Corporate Governance | 0 | 0 | 0 | 1 |
| Item 11. Executive Compensation | 0 | 0 | 0 | 1 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 0 | 0 | 0 | 1 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 0 | 0 | 0 | 1 |
| Item 14. Principal Accounting Fees and Services | 0 | 0 | 0 | 2 |
| Item 15. Exhibits, Financial Statement Schedules | 378 | 193 | 442 | 595 |
Underlined words on a shaded ground are new in FY2016; struck-through words were in FY2015. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
62 rewritten, 38 added, 78 removed, 463 unchanged
For the last few years, we have experienced a number of transitions as we have attempted to revitalize our business model, improve [removed: execution,] [added: execution] and innovate new products and services.
These transitions have involved significant turnover in management and other key personnel, changes in our strategic direction and, more recently, [removed: our decision to separate into two independent publicly-traded companies.][added: the divestiture of Veritas.]
Transitions of the [removed: order] [added: magnitude] we have experienced [removed: or] [added: and] are experiencing can be [removed: disruptive and] [added: disruptive,] result in loss of institutional focus and employee [removed: morale, making] [added: morale and make the] execution of business strategies more difficult.
We are also [removed: in the process of seeking to address the challenges of] [added: focused on addressing] dynamic and accelerating market trends, such as the [added: continued] decline in the PC market, the market [removed: shift] [added: shifts] towards [removed: tablets within mobility] [added: mobility, the transition towards cloud-based solutions] and architectural shifts in the provision of [removed: security and storage solutions,] [added: security,] all of which has made it more difficult for us to compete effectively and requires us to improve our product and service offerings.
In addition, we are vulnerable to increased risks associated with these efforts [removed: given our multiple business units, the proposed separation] and the broad range of geographic regions in which we and our customers and partners operate.
[removed: Even if] [added: On January 29, 2016, we completed] the [removed: transaction is completed,] [added: divestiture of Veritas, however,] we may not realize some or all of the anticipated benefits from the [removed: proposed separation.][added: transaction.]
Our future success depends upon our ability to recruit and retain key management, technical, sales, marketing, [removed: finance,] [added: finance] and other personnel.
Competition for people with the specific skills that we require is significant, and we face difficulties in attracting, [added: retaining and motivating employees as a result.]
[removed: If we are unable to hire and retain qualified employees, or conversely, if we fail to manage] [added: e] employee performance or reduce staffing levels when required by market conditions, our business and operating results could be adversely affected.
From time to time, key personnel leave our company and the incidence of this increased in recent periods due to the transitions we have experienced over the last few [removed: years.][added: years including the divestiture of Veritas.]
While we strive to reduce the negative impact of [removed: such changes,] [added: changes in our leadership,] the loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, and our results of operations.
In addition, hiring, training, and successfully integrating replacement sales and other personnel could be time [removed: consuming,] [added: consuming and expensive,] may cause additional disruptions to our operations, and may be unsuccessful, which could negatively impact future [removed: revenues.][added: financial results.]
These risks may be exacerbated by the uncertainty associated with the transitions we have experienced over the last few [removed: years, including the proposed separation.][added: years.]
We are subject to fluctuations in demand for our products and services due to a variety of factors, including [added: market transitions,] general economic conditions, competition, product obsolescence, technological change, shifts in buying patterns, financial difficulties and budget constraints of our current and potential customers, awareness of security threats to IT [removed: systems,] [added: systems] and other factors.
Our future success depends on our ability to respond to the rapidly changing needs of our customers by developing or introducing new products, product [removed: upgrades,] [added: upgrades] and services on a timely basis.
Additionally, we [removed: are in the process of addressing] [added: must continually address] the challenges of dynamic and accelerating market trends, such as the emergence of advanced persistent threats in the security space, the [added: continued] decline in the PC [removed: market,] [added: market] and the market shift towards [removed: tablets] [added: mobility] and [removed: handheld devices,] [added: the increasing transition towards cloud-based solutions,] all of which have made it more difficult for us to compete effectively.
Our failure to develop solutions that satisfy customer preferences in a timely and cost-effective manner may harm our ability to renew our subscriptions with existing customers and to create or increase demand for our [removed: solutions,] [added: solutions] and may adversely impact our operating results.
| • | Obtaining sufficient licenses to technology and technical access from operating system software vendors on reasonable terms to enable the development and deployment of interoperable products, including source code [removed: licenses for certain products with deep technical integration into operating systems.] |
We operate in intensely competitive markets that experience rapid technological developments, changes in industry standards, changes in customer [removed: requirements,] [added: requirements] and frequent new product introductions and improvements.
To compete successfully, we must maintain an innovative research and development effort to develop new products and services and enhance existing products and services, effectively adapt to changes in the technology or product rights held by our competitors, appropriately respond to competitive [removed: strategies,] [added: strategies] and effectively adapt to technological changes and changes in the ways that our information is accessed, [removed: used,] [added: used] and stored within our enterprise and consumer markets.
We face growing competition from network equipment, computer hardware manufacturers, large operating system providers and other technology [removed: companies.][added: companies that are increasingly developing and incorporating into their products data protection software that competes at some levels with our product offerings.]
Our competitive position could be adversely affected to the extent that our customers perceive these security products as replacing the need for more effective, full featured products and [removed: services] [added: services,] such as those that we provide.
Many of our competitors have greater financial, technical, sales, [removed: marketing,] [added: marketing] or other resources than we do and [removed: consequently] [added: consequently,] may have the ability to influence customers to purchase their products instead of ours.
Further consolidation within our industry or other changes in the competitive [removed: environment, such as Intel Corporation’s acquisition of McAfee,] [added: environment] could result in larger competitors that compete with us on several levels.
| • | The number, severity, and timing of threat outbreaks (e.g. [removed: worms] [added: worms, viruses, malware, ransomeware] and [removed: viruses);] [added: other malicious threats);] |
Additionally, the increasing prevalence of cloud and SaaS delivery models offered by us and our competitors may unfavorably impact pricing in both our on-premise enterprise software business and our cloud business, as well as overall demand for our on-premise [removed: software product and service offerings, which could reduce our revenues and profitability.]
Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including [removed: the] [added: their] level of [removed: their] satisfaction with our solutions or our customer support, customer budgets and the pricing of our solutions compared with the solutions offered by our competitors, any of which may cause our revenue to grow more slowly [added: than expected, if at all.]
We [removed: process,] [added: collect, use, disclose,] store [removed: and use] [added: or otherwise process] personal [removed: information and other data,] [added: information,] which subjects us to [removed: governmental regulation] [added: privacy] and [removed: other legal obligations related to privacy,] [added: data security laws] and [added: contractual commitments, and] our actual or perceived failure to comply with such [removed: obligations] [added: laws and commitments] could harm our business.
Any failure or perceived failure by us to comply with [removed: our privacy policies, our privacy-related] [added: such] obligations [removed: to customers or other third parties, our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data,] may result in governmental enforcement actions, [added: fines,] litigation, or public statements against us by consumer advocacy groups or others and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.
Our customers may also accidentally disclose their passwords or store them on a [removed: mobile] device that is lost or stolen, creating the perception that our systems are not secure against third-party access.
Additionally, if third parties that we work with, such as vendors or developers, violate applicable laws or our policies, such violations may also [removed: put our customers’] [added: place personal] information at risk and [removed: could in turn] have an adverse effect on our business.
In response to changes in industry and market [removed: conditions, or] [added: conditions and] in connection with [removed: our pending separation,] [added: the recent divestiture of Veritas,] we may be required to strategically reallocate our resources and consider restructuring, disposing [removed: of,] [added: of] or otherwise exiting businesses.
Any decision to limit investment in or dispose of or otherwise exit businesses may result in the recording of special charges, such as inventory and technology-related write-offs, workforce reduction costs, charges relating to consolidation of excess [removed: facilities,] [added: facilities] or claims from third parties who were resellers or users of discontinued products.
Although in certain [removed: instances,] [added: instances] our supply agreements allow us the option to cancel, [removed: reschedule,] [added: reschedule] and adjust our requirements based on our business needs prior to firm orders being placed, our loss contingencies may include liabilities for contracts that we cannot cancel, reschedule or adjust with contract manufacturers and suppliers.
For example, we may experience disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an [added: overwhelming number of users accessing our website simultaneously, fraud or security attacks.]
[removed: Many of] our end-user customers use our products in applications that are critical to their businesses and may have a greater sensitivity to defects in our products than to defects in other, less critical, software products.
We seek to protect our proprietary rights through a combination of confidentiality agreements and procedures and through copyright, patent, [removed: trademark,] [added: trademark] and trade secret laws.
However, all of these measures afford only limited protection and may be challenged, [removed: invalidated,] [added: invalidated] or circumvented by third parties.
Our [removed: shrink-wrap] [added: shrink- wrap] license agreements are not signed by licensees and therefore may be unenforceable under the laws of some jurisdictions.
Adverse global economic events may [removed: harm] [added: impact] our [added: customers’ ability to do business with us, thereby harming our] business, operating results and financial condition.
We may not achieve the intended benefits of the divestiture of Veritas.
The resource constraints as a result of our prior focus on completing the transaction which included the loss of employees could have a continuing impact on the execution of our business strategy and our overall operating results.
Additionally, in connection with the divestiture, our Board of Directors committed to returning the proceeds of the sale of Veritas to stockholders in the form of a capital return program, which included the payment of a special dividend in March 2016, entry into multiple share accelerated transactions, and continued repurchases under current and future share repurchase programs.
The use of proceeds in this manner could impair the Company’s future financial growth.
Any cost reduction initiatives that we undertake may not deliver the results we expect, and these actions may adversely affect our business.
In May 2016 we announced a fiscal 2017 restructuring plan to be achieved by the end of fiscal 2018.
This initiative could result in disruptions to our operations.
Any cost-cutting measures could also negatively impact our business by delaying the introduction of new products or technologies, interrupting service of additional products, or impacting employee retention.
In addition, we cannot be sure that the cost reduction and streamlining initiatives will be as successful in reducing our overall expenses as we expect or that additional costs will not offset any such reductions or streamlining.
If our operating costs are higher than we expect or if we do not maintain adequate control of our costs and expenses, our results of operations will suffer.
licenses for certain products with deep technical integration into operating systems.
software product and service offerings, which could reduce our revenues and profitability.
The personal information we collect, use, store or disclose (collectively, “Process”), including from employees and customers, is subject to an increasing number of federal, state, local and foreign laws regarding privacy and data security, as well as contractual commitments.
Changes to applicable privacy or data security laws could impact how we Process personal information, and therefore limit the effectiveness of our products, services or features, or our ability to develop new products, services or features.
Many of
During challenging economic times and periods of high unemployment, current or potential customers
Any of these scenarios could adversely affect our business.
Our exposure to credit risk and payment delinquencies on our accounts receivable significantly increases in adverse economic conditions.
Our outstanding accounts receivables are generally not secured.
In addition, our standard terms and conditions permit payment within a specified number of days following the receipt of our product.
Further, while no customer accounted for more than 10% of our total net revenues in each of fiscal 2016, 2015 and 2014, one distributor accounted for 10% of our gross accounts receivable as of April 1, 2016.
The loss of this or other large customers could have a negative impact on our business.
While we have procedures to monitor and limit exposure to credit risk on our receivables and have not suffered any material losses to date, there can be no assurance such procedures will continue to effectively limit our credit risk and avoid future losses.
We cannot predict our future capital needs and we may be unable to obtain financing, which could have a material adverse effect on our business, results of operations and financial condition.
Any required financing may not be available on terms acceptable to us, or at all.
If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our financial or operational flexibility, and would also require us to fund additional interest expense.
If additional financing is not available when required or is not available on acceptable terms, we may be unable to successfully develop or enhance our software and services through acquisitions in order to take advantage of business opportunities or respond to competitive pressures, which could have a material adverse effect on our software and services offerings, revenues, results of operations and financial condition.
Failure to maintain our credit ratings could adversely affect our liquidity, capital position, ability to hedge certain financial risks, borrowing costs and access to capital markets.
Our credit risk is evaluated by the major independent rating agencies, and such agencies have in the past and could in the future downgrade our ratings.
We cannot assure you that we will be able to maintain our current credit ratings, and any additional actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, may further impact us in a similar manner and may have a negative impact on our liquidity, capital position, ability to hedge certain financial risks and access to capital markets.
In connection with the divestiture of Veritas, we experienced employee attrition and related difficulties and these difficulties may continue or increase with the divestiture of Veritas now complete.
If we are unable to hire and retain qualified employees, or conversely, if we fail to manag
For example, we recently announced that for the third time in four years, we are initiating a Chief Executive Officer transition process, and appointed an interim President and Chief Operating Officer.
Our contracts with the U.S. government include compliance, audit and review obligations.
We sell products and services through government contracting programs directly and via partners, though we no longer hold a GSA contract.
| • | Depreciation of property, plant and equipment; |
| • | Taxes arising in connection with the recent divestiture of Veritas. |
If the ultimate
We are pursuing a plan to separate our information management business into a new, independent publicly-traded company.
The proposed separation may not be completed on the currently contemplated timeline or at all and, if completed, may not achieve the intended benefits.
In October 2014, we announced a plan to separate into two independent publicly-traded companies through a tax-free distribution to Symantec stockholders of 100% of the capital stock of our information management business (the “spin-off”).
We could be delayed or prevented from completing the proposed separation, or be forced to complete it on terms or conditions that are less favorable and/or different than expected, for a variety of reasons, including unanticipated developments, such as delays in obtaining regulatory approvals or clearances, uncertainty of the financial markets.
Furthermore, any significant delays or complications in our implementation of a new enterprise resource management system and IT infrastructure for our stand-alone information management business would adversely affect our ability to effect the separation in a timely manner and could result in significant business disruption, increased costs, or both.
In addition, if other opportunities were to arise for the disposition of the information business that we believe are superior to the spin-off, we may elect not to complete the spin-off.
Moreover, following the proposed separation, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of our common stock would have been had the proposed separation not occurred.
In addition, we expect to spend substantial time, money and effort on completing the proposed separation without any assurance that it will be completed.
Our investments in terms of financial and management resources may be significantly higher than expected, which could limit our ability to pursue other business opportunities and distract us from operating our businesses as currently conducted.
Our focus on completing the separation, and resource constraints resulting from that focus, could also adversely affect the execution of our business strategy.
retaining and motivating employees as a result.
These difficulties may increase during the pendency of the proposed separation and following its completion.
| | |
| --- | --- |
We may also experience increased difficulties in managing these risks and challenges during the pendency of the separation and following its completion.
These firms are increasingly developing and incorporating into their products data protection and storage and server management software that competes at some levels with our product offerings.
If the separation, together with certain related transactions, is determined to be taxable for U.S. federal income tax purposes, we, our stockholders that are subject to U.S. federal income tax and/or the independent information management business could incur significant income tax liabilities.
Receipt of opinions from outside tax counsel and from a national accounting firm (together, the “tax opinions”) substantially to the effect that, for U.S. federal income tax purposes, the proposed separation and certain related internal transactions (collectively the "separation") will qualify under Sections 355 and 368 of the Internal Revenue Code (the “Code), will be a condition to the completion of the separation.
In addition, we will seek a private letter ruling from the IRS to the effect that, among other things, certain aspects of the spin-off and certain other related transactions will not disqualify the spin-off or the related transactions from receiving the generally tax-free treatment that we are anticipating for U.S. federal income tax purposes under the same Code sections.
The tax opinions and private letter ruling will rely on certain facts, assumptions,
representations and undertakings, including those regarding the past and future conduct of certain of our businesses and other matters.
If any of these facts, assumptions, representations or undertakings are incorrect or not satisfied, we and our stockholders may not be able to rely on the tax opinions and could be subject to significant tax liabilities.
Notwithstanding the tax opinions and private letter ruling, the IRS could determine on audit that the separation and certain other related transactions are taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the tax opinions, or for other reasons.
The tax opinions will not be binding on the IRS or the courts.
Accordingly, the IRS or the courts may challenge the conclusions stated in the tax opinions and such challenge could prevail.
If the separation is determined to be taxable for U.S. federal income tax purposes, we and those of our stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities.
For example, if the spin-off fails to qualify for tax-free treatment, the transactions would, for U.S. federal income tax purposes, be treated as if the stock of the information management business was sold in a taxable sale for its fair market value, and our stockholders who are subject to U.S. federal income tax would be treated as receiving a taxable distribution in an amount equal to the fair market value of the stock received in the spin-off.
Additionally, the parties and their respective affiliates could incur significant U.S. and foreign income tax liabilities if it is ultimately determined that certain related internal transactions undertaken in connection with the separation are taxable.
The parties might not be able to engage in desirable strategic transactions and equity issuances following the separation because of restrictions relating to U.S. federal income tax requirements for tax-free distributions.
The parties' ability to engage in significant equity transactions could be limited or restricted after the separation in order to preserve, for U.S. federal income tax purposes, the tax-free nature of the separation and certain related internal transactions.
Even if the separation otherwise qualifies for tax-free treatment under Section 355 of the Code, it may result in corporate-level taxable gain to Symantec if 50% or more, by vote or value, of our shares or shares of the independent information management business are acquired or issued as part of a plan or series of related transactions that includes the separation.
Any acquisitions or issuances of the shares of either party within two years after the separation are generally presumed to be part of such a plan, although the parties may be able to rebut that presumption.
To preserve the tax-free treatment to us of the separation, the parties will agree not to take or fail to take any action that prevents the separation and related transactions from being tax-free, among other restrictions.
These restrictions may limit our ability to pursue strategic transactions.
than expected, if at all.
Our increasing focus on the delivery of products in an appliance form factor creates new business and financial risks.
Since fiscal 2012, shipments of products to customers in an appliance form factor have represented an increasingly larger part of our revenues, particularly in our information management segment, and we expect this trend to continue.
The delivery of solutions in the form of appliances creates business and financial risks, including the following:
| • | Increased cost of components and contract manufacturing, as we do not own our manufacturing facilities; |
| • | Supply chain issues, including financial problems of contract manufacturers or component suppliers; |
An excerpt. Shown here: 40 of 62 rewritten, all 38 added and 40 of 78 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2016 filing and the FY2015 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
137 rewritten, 139 added, 194 removed, 209 unchanged
Symantec Corporation is a global leader in [removed: security, backup and availability solutions.][added: security.]
Unless otherwise stated, references to years in this report relate to fiscal year and periods ended April [added: 1, 2016, April] 3, [removed: 2015, March 28, 2014] [added: 2015] and March [removed: 29, 2013.][added: 28, 2014.]
Our fiscal [added: 2016 and 2014 were 52-week years whereas our fiscal] 2015 was a 53-week [removed: year whereas our fiscal 2014 and 2013 were 52-week years.][added: year.]
[removed: In our security business, we] [added: We] operate [added: our business on] a global civilian cyber intelligence threat network and track a vast number of threats across the Internet from hundreds of millions of mobile devices, endpoints, and servers across the globe.
We are also [removed: pioneering new] [added: developing novel] solutions in growing markets like cloud, advanced threat protection, information protection and cyber security services.
Our security strategy is to [removed: leverage our unique assets to provide best-in-class consumer and enterprise security products;] deliver a unified security analytics platform that provides big data analytics, utilizes our vast telemetry, provides visibility into real-time global threats, and powers Symantec and third-party security analytics applications; [added: leverage this analytics platform to provide best-in-class consumer] and [added: enterprise security products; and] offer cyber security services that provide a full-suite of services from monitoring to incident response to threat [removed: intelligence] [added: intelligence, all] supported by over 500 cyber security experts and nine global [removed: threat] [added: security response] centers.
For [removed: additional separation cost] [added: further] information, see Note [removed: 6] [added: 11] of the Notes to Consolidated Financial Statements in this annual report.
The [removed: three] [added: two] reporting segments, which are the same as our operating segments, are:
| • | Enterprise Security: Our Enterprise Security segment protects organizations so they can securely conduct business while leveraging new platforms and data. [removed: These products include Secure Socket Layer (“SSL”) Certificates, authentication, mail and web security, data center security, data loss prevention,] [added: Our Enterprise Security segment includes our threat protection products,] information [added: protection products, cyber] security services, [removed: endpoint security] and [removed: management, encryption, and mobile] [added: website] security [removed: offerings.] [added: offerings, previously named trust services.] |
For further description of our operating segments see Note [removed: 9] [added: 8] of the Notes to Consolidated Financial Statements in this annual report.
| | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |
| Gross profit | [removed: 5,355 | | |] [added: 83] | [removed: 5,527] [added: %] | | [added: 82] | [added: %] | [removed: 5,731] | [added: 81] | [added: %] |
| Operating income | [removed: 1,149 | | |] [added: 13] | [removed: 1,183] [added: %] | | [added: 4] | [added: %] | [removed: 1,106] | [added: 3] | [added: %] |
| Operating margin percentage | [removed: 18] [added: 13] | | % | | [removed: 18] [added: 4] | | % | | [removed: 16] [added: 3] | | % |
| Consolidated Cash Flow [removed: and Balance Sheet] Data: | | | | | | | | | | | |
[removed: Content, subscription, and maintenance revenue] [added: Net revenues] decreased [removed: $211] [added: $227] million primarily due to [removed: the general strengthening of the U.S. dollar against foreign currencies and] declines in our consumer security products driven by our channel strategy to exit [added: unprofitable retail arrangements and] certain high-cost OEM [removed: arrangements and] [added: arrangements, coupled with the impact to] change our renewal practices.
Net cash provided by operating activities was [removed: $1.3 billion] [added: $17 million] for fiscal 2015, which resulted from [added: income from continuing operations,] net [added: of] income [added: taxes] of [removed: $878] [added: $109] million adjusted for non-cash items, including depreciation and amortization charges of [removed: $443] [added: $355] million and stock-based compensation expense of [removed: $195] [added: $131] million.
These amounts were partially offset by decreases in [removed: deferred] income taxes [added: payable] of [removed: $23 million] [added: $405 million, deferred revenue of $83 million,] and [removed: income taxes] [added: accounts] payable of [removed: $191] [added: $73] million.
The preparation of our Consolidated Financial Statements and related notes included in this annual report in accordance with generally accepted accounting principles in the [removed: U.S.,] [added: U.S.] requires us to make estimates, including judgments and [removed: assumptions,] [added: assumptions] that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosure of contingent assets and liabilities.
If actual results differ from these estimates and other considerations used in estimating amounts reflected in our Consolidated Financial Statements included in this annual report, the resulting changes could have a material adverse effect on our Consolidated Statements of [removed: Income,] [added: Operations,] and in certain situations, could have a material adverse effect on our liquidity and financial condition.
For our consumer products that include content updates, we recognize revenue [removed: and the associated cost of revenue] ratably over the term of the subscription upon sell-through to end-users, as the subscription period generally commences on the date of sale to the end-user.
[removed: When we acquire businesses, we] [added: We] allocate the purchase price [added: of acquired businesses] to [added: the] tangible [removed: assets] and [removed: liabilities and] identifiable intangible assets [removed: acquired.][added: acquired and liabilities assumed based on their estimated fair values on the acquisition date.]
The allocation of [removed: the] purchase price requires management to make significant estimates [added: and assumptions] in determining the fair values of [added: the] assets acquired and liabilities [removed: assumed,] [added: assumed] especially with respect to intangible assets.
[removed: In addition, unanticipated] [added: Unanticipated] events and circumstances may occur which may affect the accuracy or validity of such [removed: estimates, and if such events occur we may be required to record a charge against the value ascribed to an acquired asset] [added: assumptions, estimates] or [removed: an increase in the amounts recorded for assumed liabilities.][added: actual results.]
We [removed: review] [added: test] goodwill for impairment [removed: on an annual basis] [added: at the reporting unit level at least annually] on the first day of the fourth quarter of each fiscal year, [removed: and on an interim basis whenever] [added: or more frequently if] events or changes in circumstances indicate that the [removed: carrying value] [added: asset] may [removed: not] be [removed: recoverable, at the reporting unit level.][added: impaired.]
To determine a reporting unit’s fair value, we [added: generally] use the income approach [removed: under] which [removed: we calculate the fair value of each reporting unit] [added: is] based on the estimated discounted future cash flows of that unit.
Changes in these key [removed: estimates] [added: assumptions] and [removed: assumptions,] [added: estimates] or [removed: in] other assumptions used in this [removed: process,] [added: process] could materially affect our impairment analysis [removed: for] [added: in] a given year.
[removed: We assess the impairment of identifiable finite-lived] [added: Long-lived assets, including property and equipment,] intangible assets [added: and equity investments, excluding goodwill, are reviewed for impairment] whenever events or changes in circumstances indicate that [removed: an asset group’s] [added: the] carrying amount [added: of an asset or group of assets] may not be recoverable.
[removed: If an asset is considered to be impaired, the amount] [added: Measurement] of [removed: such] [added: an] impairment [added: loss] would be [removed: measured as] [added: based on] the [removed: difference between] [added: excess of] the carrying amount of the asset [removed: and] [added: group over] its fair value.
Long-lived [removed: assets.][added: assets impairment.]
Our estimates of [added: future] cash flows require significant judgment based on [removed: our] historical and anticipated [added: future operating] results and are subject to many factors which [removed: could][added: are subject to variability and change.]
As additional information becomes available, we reassess the potential liability related to our pending claims [removed: and litigation and may revise our estimates.]
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 [removed: Sheets.][added: Sheets as of April 3, 2015, and as long-term deferred tax assets and liabilities as of April 1, 2016, following the adoption of Accounting Standards Update No. 2015-17, Income Taxes.]
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 [removed: Income.][added: Operations.]
Our effective tax rate includes the impact of [added: providing U.S. taxes on] certain undistributed foreign earnings [added: attributable to the sale of Veritas as well as the impact of certain undistributed foreign earnings] for which no U.S. taxes have been provided because such earnings are planned to be indefinitely reinvested outside the U.S. While we do not anticipate changing our intention regarding indefinitely reinvested earnings outside the U.S., material changes in our estimates of such earnings or tax legislation that limits or restricts the amount of such earnings could materially impact our income tax provision and effective tax rate.
To the extent that the final outcome of these matters is different than the amounts recorded, such differences will impact our tax provision in our Consolidated Statements of [removed: Income] [added: Operations] in the period in which such determination is made.
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 [removed: Income.][added: Operations.]
The following table sets forth certain Consolidated Statements of [removed: Income] [added: Operations] data as a percentage of net [removed: revenue] [added: revenues] for the fiscal years indicated below:
| | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | |
| [removed: Total net revenue] [added: Net revenues] | 100 | % | | 100 | % | | 100 | % |
Through the delivery of new and enhanced solutions, we are integrating our security offerings across our portfolio.
Founded in 1982, Symantec has operations in more than 35 countries and our principal executive offices are located at 350 Ellis Street, Mountain View, California, 94043.
After closing the divestiture of Veritas, as the world leader in cybersecurity, we are more focused than ever on the following priorities: delivering upon our Unified Security strategy, building our enterprise security pipeline and go-to-market capabilities, improving our cost structure, and fulfilling our commitment to allocate capital to our stockholders.
Divestiture of Veritas
In August 2015, we entered into a definitive agreement to sell the assets of Veritas to Carlyle and amended the terms in January 2016.
Based on the amended terms of the definitive agreement, we received net consideration of $6.6 billion in cash, excluding transaction costs, and 40 million B common shares of Veritas and Veritas assumed certain liabilities in connection with the acquisition.
The transaction closed on January 29, 2016.
The disposition resulted in a net gain of $3.0 billion, which is presented as part of income from discontinued operations, net of income taxes in the Consolidated Statements of Operations for fiscal 2016.
See Note 6 of the Notes to Consolidated Financial Statements for more information on severance, facilities and separation costs related to our fiscal 2015 plans to separate our security and information management businesses.
The results of Veritas are presented as discontinued operations in our Consolidated Statements of Operations and thus have been excluded from continuing operations and segment results for all reported periods.
Furthermore, Veritas' assets and liabilities were removed from our Consolidated Balance Sheet upon consummation of its sale on January 29, 2016, and have been classified as discontinued operations on our Consolidated Balance Sheet as of April 3, 2015.
Accordingly, the following discussion reflects our current segment reporting structure, which was reduced from three to two segments, and segment results for all reported periods have been adjusted to conform to the current segment structure.
In addition, the following discussion relates to our continuing operations unless stated otherwise.
| Consolidated Statements of Operations Data: | | | | | | | | | | | |
| Net revenues | $ | 3,600 | | | $ | 3,956 | | | $ | 4,183 | |
| Net cash provided by continuing operating activities | $ | 1,456 | | | $ | 17 | | | $ | 108 | |
Net revenues decreased $356 million for fiscal 2016 as compared to fiscal 2015, primarily due to unfavorable foreign currency fluctuations, declines in our consumer security revenue, and the impact of the additional week from the 53-week fiscal 2015 year.
Gross margin increased to 83% for fiscal 2016 compared to 82% for fiscal 2015, primarily driven by decreases in OEM royalty fees and service related and content delivery expenses.
Operating income increased $303 million year over year as the reduction in our operating expenses was greater than the decline in our net revenues.
The lower operating expenses were primarily due to a decrease in corporate charges previously allocated to our information management business but not classified within discontinued operations.
These corporate charges were included in cost of revenues and expenses from continuing operations and include legal, accounting, real estate, information technology services, treasury, human resources and other corporate infrastructure expenses ("unallocated corporate charges").
See Note 8 of the Notes to Consolidated Financial Statements in this annual report for more information on unallocated corporate charges.
We anticipate that we will not have unallocated corporate charges in fiscal 2017 and therefore our fiscal 2017 operating income will benefit from a reduction of unallocated corporate charges as compared to fiscal 2016.
Net cash provided by operating activities was $1.5 billion for fiscal 2016 due to increases in deferred income taxes of $1.1 billion and income taxes payable of $693 million.
These amounts were partially offset by a loss from continuing operations, net of income taxes of $821 million, including non-cash items depreciation and amortization charges of $304 million and stock-based compensation expense of $161 million.
Total deferred revenue decreased from $2.9 billion in fiscal 2015 to $2.6 billion in fiscal 2016 primarily driven by a decline in sales and the amortization of retained contracts associated with Veritas.
Business combinations.
Goodwill is allocated to reporting units expected to benefit from the business combination.
Critical estimates in valuing intangible assets include, but are not limited to, future cash flows from customer relationships, developed technology, trade names and acquired patents; and discount rates.
Management estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.
Goodwill is allocated to our reporting units expected to benefit from the business combination based on the relative fair values at the acquisition date.
We evaluate our reporting units which are the same as our operating segments when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach.
The accounting guidance gives us the option to perform a qualitative assessment to determine whether further impairment testing is necessary.
The qualitative assessment considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carrying amount.
These include macro-economic conditions such as deterioration in the entity’s operating environment or industry or market considerations; entity-specific events such as increasing costs, declining financial performance, or loss of key personnel; or other events such as the sale of a reporting unit or a sustained decrease in the company’s stock price.
If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed.
In the first step of the quantitative testing, we compare the fair value of each reporting unit to its carrying amount.
If the first step indicates that the fair value of each reporting unit is greater than its carrying amount, no further testing is required.
Goodwill impairment tests require judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.
The estimation of future cash flows requires us to make projections of future revenues and expenses of each reporting unit and establish a weighted-average cost of capital to discount these cash flows.
Our market leading products and services protect people and information in any environment – from the mobile device in your pocket, to the enterprise data center, to cloud-based systems.
Founded in April 1982, Symantec operates one of the largest global threat-intelligence networks.
The company has more than 19,000 employees in more than 50 countries.
We are leveraging our capabilities in threat protection and data loss prevention and extending them into our core security offerings.
In our information management business, with a global installed customer base, we have a comprehensive portfolio that spans backup and recovery, storage management and archiving.
Our information availability offerings help customers keep their data and systems available where they need them, when they need them, and irrespective of their location.
Our information insight solutions help customers know what data they have and leverage that knowledge to help manage such data better and inform strategic decisions.
Our information management product strategy is to expand our best-in-class foundational portfolio across backup, storage management, business continuity, archiving and eDiscovery through software, integrated appliances and the cloud; deliver next-generation availability solutions through a coordinated orchestration architecture focused on managing and moving mission-critical data in a hybrid cloud world; and enable next-generation insight solutions that provide visibility, action, and automated control across an organization’s information landscape through an intelligent information fabric that integrates our portfolio and third-party ecosystems.
In fiscal 2015, we focused on five priorities: running our businesses with a portfolio approach by managing certain businesses for operating margin; prioritizing investments for growth; further reducing costs and improving efficiencies; attracting top talent to our executive team; and continuing to return significant cash to shareholders.
We are optimizing some of our businesses by methodically evaluating every product line to balance our profitability targets against our objectives.
In order to prioritize investments for growth, we are realigning our research and development budgets to apply the best resources to the most promising market opportunities.
To further reduce costs and improve efficiencies, we are consolidating our global footprint, data centers and product support capabilities as well as streamlining the way we run our businesses with initiatives to increase research and development efficiencies and sales productivity.
We are focused on continuing to attract talented business and technology leaders to the company.
We remain committed to returning significant cash to shareholders in the form of dividends and share buybacks.
The Planned Separation of Information Management from the Security Business
On October 9, 2014, we announced plans to separate our business into two independent publicly-traded companies: one focused on security and one focused on information management.
The transaction is intended to take the form of a tax-free distribution to Symantec shareholders of all of the capital stock of our information management business.
We expect to complete the legal separation on January 2, 2016, subject to market, regulatory and certain other conditions.
John Gannon has been appointed as General Manager of the information management business, and Don Rath has been appointed as acting Chief Financial Officer.
After the transaction, Michael Brown and Thomas Seifert will continue to lead Symantec as Chief Executive Officer and Chief Financial Officer, respectively.
In the second quarter of fiscal 2015, we modified our segment reporting structure to match our new operating structure.
| | |
| --- | --- |
| • | Information Management: Our Information Management segment focuses on backup and recovery, archiving and eDiscovery, storage and high availability solutions, helping to ensure that our customers’ IT infrastructure and mission-critical applications are protected, managed and available. |
| Consolidated Income Statement Data: | | | | | | | | | | | |
| Total net revenue | $ | 6,508 | | | $ | 6,676 | | | $ | 6,906 | |
| Cash flow from operations | 1,312 | | | | 1,281 | | | | 1,593 | | |
| Deferred revenue | 3,664 | | | | 3,903 | | | | 4,080 | | |
Total net revenue decreased $168 million for fiscal 2015 as compared to fiscal 2014, reflecting declines in our content, subscription, and maintenance revenue, partially offset by an additional week from the 53-week fiscal 2015 year and by increased license revenue.
This was partially offset by increased revenue from Backup and Recovery products.
License revenue increased $43 million primarily due to an increase in sales of our NetBackup appliances, partially offset by unfavorable foreign currency fluctuations.
Gross margin was 82% for fiscal 2015 compared to 83% for fiscal 2014 driven by growth in our lower margin appliance business.
Operating income declined $34 million year over year as lower operating expenses largely offset lower net revenue.
Our operating expenses decreased $138 million year over year due to our cost savings initiatives and favorable foreign currency effects of $66 million.
Fiscal 2015 operating expenses included $252 million of restructuring, separation, and transition costs compared to $264 million in fiscal 2014.
Deferred revenue decreased $239 million year over year primarily due to unfavorable foreign currency fluctuations.
A critical accounting estimate is based on judgments and assumptions about matters that are uncertain at the time the estimate is made.
Different estimates that reasonably could have been used or changes in accounting estimates could materially impact our operating results or financial condition.
Deferred revenue totaled approximately $3.7 billion as of April 3, 2015, of which $555 million was classified as long-term deferred revenue in our Consolidated Balance Sheets.
Business combination valuations.
An excerpt. Shown here: 40 of 137 rewritten, 40 of 139 added and 40 of 194 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2016 filing and the FY2015 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
9 rewritten, 4 added, 5 removed, 14 unchanged
As of April 3, [removed: 2015 and March 28, 2014,] [added: 2015,] we had $2.1 billion in principal amount of fixed-rate [removed: senior notes] [added: Senior Notes] outstanding, with a carrying amount of $2.1 billion and a fair value of $2.2 billion, which [removed: fair value is] [added: was] based on level 2 inputs.
We have performed sensitivity [removed: analyses] [added: analysis] as of April [added: 1, 2016 and April] 3, 2015 [removed: and March 28, 2014] by using a modeling technique that measures the change in the fair values arising from a hypothetical 50 bps movement in the levels of market interest rates, with all other variables held constant.
On April [removed: 3, 2015] [added: 1, 2016] and [removed: March 28, 2014,] [added: April 3, 2015,] a hypothetical 50 bps increase or decrease in market interest rates would change the fair value of the fixed-rate [removed: senior notes] [added: Senior Notes and Convertible Senior Notes] by a decrease of approximately [removed: $39] [added: $41] million and [removed: $48] [added: $39] million, respectively and an increase of approximately [removed: $40] [added: $42] million and [removed: $49] [added: $40] million, respectively.
We conduct business in [removed: 43] [added: approximately 38] currencies through our worldwide operations and, as such, we are exposed to foreign currency risk.
[added: We have] considered [removed: the] historical trends in [removed: currency] exchange rates and determined that it [removed: was reasonably] [added: is] possible that adverse changes in exchange rates for [removed: all currencies] [added: any currency] could be experienced.
| | | April [removed: 3, 2015] [added: 1, 2016] | | | | | | | | | | | | [removed: March 28, 2014] [added: April 3, 2015] | | | | | | | | | | |
| Purchased | | $ | [removed: 102] [added: 693] | | | $ | [removed: 10] [added: 69] | | | $ | [removed: (10] [added: (69] | ) | | $ | [removed: 154] [added: 102] | | | $ | [removed: 15] [added: 10] | | | $ | [removed: (15] [added: (10] | ) |
| Sold | | [removed: (195] [added: (198] | | ) | | (19 | | ) | | 19 | | | | [removed: (240] [added: (195] | | ) | | [removed: (24] [added: (19] | | ) | | [removed: 24] [added: 19] | | |
| Total net outstanding contracts | | $ | [removed: (93] [added: 495] | [removed: )] | | $ | [removed: (9] [added: 50] | [removed: )] | | $ | [removed: 9] [added: (50] | [added: )] | | $ | [removed: (86] [added: (93] | ) | | $ | (9 | ) | | $ | 9 | |
As of April 1, 2016, we had $2.3 billion in principal amount of fixed-rate Senior Notes and Convertible Senior Notes outstanding, with a carrying amount of $2.2 billion and a fair value of $2.3 billion, which fair value was based on level 2 inputs.
Our entities conduct their businesses in the primary local currency in which they operate, however, they may conduct business in other currencies.
To the extend our entities hold monetary assets or liabilities, earn revenues or expend costs in currencies other than that entity's functional currency, they will be exposed to foreign exchange gains or losses and impacts to margins as a result.
As part of our foreign currency risk mitigation strategy, we have entered into foreign exchange forward contracts with up to six months in duration to help mitigate foreign exchange risk, however we are not able to mitigate all of our foreign exchange risk.
Foreign currency risks are associated with our cash and cash equivalents, investments, receivables, and payables denominated in foreign currencies.
Our exposure to foreign currency transaction gains and losses is the result of certain net receivables due from our foreign subsidiaries and customers being denominated in currencies other than the functional currency of the subsidiary, primarily the Euro and Singapore dollar.
Our foreign subsidiaries conduct their businesses in local currency.
We have entered into foreign exchange forward contracts with up to six months in duration, to offset the foreign exchange risk on certain monetary assets and liabilities denominated in currencies other than the functional currency of the subsidiary.
We
Item 1. Business
43 rewritten, 25 added, 47 removed, 90 unchanged
Symantec Corporation is a global leader in [removed: security, backup and availability solutions.][added: security.]
Our Internet home page is [added: located at] www.symantec.com.
[removed: In our security business, we] [added: We] operate [added: our business on] a global civilian cyber intelligence threat network and track a vast number of threats across the Internet from hundreds of millions of mobile devices, endpoints, and servers across the globe.
We are also [removed: pioneering new] [added: developing novel] solutions in growing markets like cloud, advanced threat protection, information protection and cyber security services.
Our security strategy is to [removed: leverage our unique assets to provide best-in-class consumer and enterprise security products;] deliver a unified security analytics platform that provides big data analytics, utilizes our vast telemetry, provides visibility into real-time global threats, and powers Symantec and third-party security analytics applications; [added: leverage this analytics platform to provide best-in-class consumer] and [added: enterprise security products; and] offer cyber security services that provide a full-suite of services from monitoring to incident response to threat [removed: intelligence] [added: intelligence, all] supported by over 500 cyber security experts and nine global [removed: threat] [added: security response] centers.
[removed: In] [added: During] fiscal [removed: 2015,] [added: 2016,] we [removed: focused] [added: executed] on [added: our] five priorities: running our [removed: businesses] [added: business] with a portfolio approach by managing certain businesses for operating margin; prioritizing investments for growth; further reducing costs and improving efficiencies; attracting top talent to our executive team; and continuing to return significant cash to [removed: shareholders.][added: stockholders.]
For [removed: additional separation cost information,] [added: information regarding our revenue by segment, revenue by geographical area, and property and equipment by geographical area,] see Note [removed: 6] [added: 8] of the Notes to Consolidated Financial Statements [removed: included] in this annual report.
During fiscal [removed: 2015,] [added: 2016,] we took the following actions in support of our business:
| • | We released new products and [removed: services.] [added: services:] |
The [removed: three] [added: two] reporting segments, which are the same as our operating segments, are: Consumer [removed: Security, Enterprise Security,] [added: Security] and [removed: Information Management.][added: Enterprise Security.]
Our Norton [added: Security] products help customers protect against increasingly complex threats and address the need for identity protection, while also managing the rapid increase in mobile and digital data, such as personal financial records, photos, music, and videos.
These products and services help our customers secure their [removed: confidential] information [added: in transit and] wherever it resides in the network path, from the user’s device to the data’s resting place.
[removed: In doing so, these] [added: These] products protect customer data from sophisticated threats such as advanced protection threats, malicious spam and phishing attacks, malware, drive-by website infections, hackers, and cyber criminals.
In addition, these products help to prevent the loss of confidential data by insiders, and help customers achieve [added: and maintain] compliance with laws and regulations.
These solutions are delivered through various methods, such as software, appliance, [removed: SaaS,] [added: Software-as-a-Service ("SaaS"),] and managed services.
For information regarding the amount and percentage of our revenue contributed by each of our segments and our financial information, including information about geographic areas in which we operate, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations and Note 9 of the Notes to Consolidated Financial Statements in this annual report.][added: Operations.]
Our go-to-market [removed: ("GTM")] network includes direct sales forces and broad [removed: eCommerce] [added: e-commerce] capabilities, as well as indirect sales resources that support our global partner ecosystem.
We also maintain important relationships with a number of [removed: Original Equipment Manufacturers] [added: original equipment manufacturers] (“OEMs”), Internet [removed: Service Providers] [added: service providers] (“ISPs”), and retail and online stores [removed: by] [added: through] which we market and sell our products.
Our dedicated renewals team remains focused on extending customer relationships and renewing [removed: our contracts.][added: customer contracts with us.]
We sell [added: and market] our consumer products and services to individuals, households and small businesses globally.
We bring these products to market through our [removed: eCommerce] [added: e-commerce] platform, distributors, direct marketers, Internet-based resellers, system builders, ISPs, wireless carriers, and retailers worldwide.
We also [removed: have] [added: maintain] a limited number of partnerships with OEMs globally to distribute our Internet security and online backup offerings.
We sell and market our products and related services to small, medium and large [removed: enterprise] customers through field sales and inside sales [removed: leveraging] [added: forces that leverage] indirect sales partners around the world [removed: who] [added: that] are specifically trained and certified to sell our solutions.
Our products [added: and services] are also available on our [removed: eCommerce] [added: e-commerce] platform, as well as through authorized distributors and OEMs who incorporate our technologies into their products, bundle our products with their offerings, or serve as authorized resellers of our products.
This field sales team is responsible for [removed: approximately 2,000 named accounts around the world,] leveraging our global partner ecosystem primarily targeting senior executives and IT department personnel responsible for managing a company’s highest-order IT initiatives.
Symantec embraces a global research and development [removed: (“R&D”)] strategy to drive organic innovation.
Symantec’s Security Technology and Response organization consists of a global team of security engineers, threat analysts, and researchers [removed: and provides] [added: that provide] the underlying functionality, content, and support for many of our consumer, [removed: small business] [added: commercial] and enterprise security products.
Research and development expenses were [removed: $1,144] [added: $748] million, [removed: $1,039] [added: $812] million, and [removed: $1,026] [added: $722] million in fiscal [added: 2016,] 2015, [removed: 2014,] and [removed: 2013,] [added: 2014,] respectively, representing approximately [removed: 18% of revenue in fiscal 2015 and 16%] [added: 21%, 21%] and [removed: 15%] [added: 17%] of revenue in fiscal [removed: 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.
We believe that technical leadership is essential to our [removed: success] [added: success,] and we expect to continue to commit substantial resources to [removed: R&D.][added: research and development.]
[removed: Our consumer support program provides self-help online services and phone, chat, and email support to consumers worldwide, and] [added: In addition,] our Norton Security products come with a “Virus Protection Promise,” which in some markets provides free virus removal services to customers whose protected computers become infected.
[removed: Customers][added: Significant customers]
In [added: each of] fiscal [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013, there were] [added: 2014,] no [removed: customers that] [added: customer] accounted for more than 10% of our total net [removed: revenue.][added: revenues.]
We did not make any material acquisitions during fiscal [removed: 2015.][added: 2016.]
Much of the market growth has come from startups whose focus is on solving a specific customer issue or delivering a [removed: specific] niche-oriented product and from larger integration providers that increasingly are looking to put various types of [removed: protection, whether it is backup, high availability or security,] [added: protection] into their platforms.
Most of the channels in which our [removed: security] products are offered are highly competitive.
Our primary security competitors are Intel Corporation, Microsoft Corporation (“Microsoft”), and Trend Micro Inc. There are also several freeware providers and regional security companies [added: that we compete against.]
For our consumer backup offerings, our primary competitors are Carbonite, Inc. and EMC [removed: Corporation (“EMC”).][added: Corporation.]
In the [removed: SSL] [added: Secure Socket Layer Certificate] market, our primary competitors are Comodo Group, Inc. and GoDaddy.com, Inc. In the [removed: Software-as-a-Service (“SaaS”)] [added: SaaS] security market, our primary competitors are [removed: Google Inc.] [added: Proofpoint] and Microsoft.
Our primary competitors in the managed security services business are [removed: Dell Inc., IBM] [added: SecureWorks] Corporation [removed: ("IBM"),] and [removed: Hewlett-Packard Company ("HP").][added: IBM Corporation.]
We have more than [removed: 2,700] [added: 1,700] patents, in addition to foreign patents and pending U.S. and foreign patent applications, which relate to various aspects of our products and technology.
Through the delivery of new and enhanced solutions, we are integrating our security offerings across our portfolio.
Founded in 1982, Symantec has operations in more than 35 countries and our principal executive offices are located at 350 Ellis Street, Mountain View, California, 94043.
After closing the divestiture of our information management business ("Veritas"), as the world leader in cybersecurity, we are more focused than ever on the following priorities: delivering upon our Unified Security strategy, building our enterprise security pipeline and go-to-market capabilities, improving our cost structure, and fulfilling our commitment to allocate capital to our stockholders.
Divestiture of Veritas
In August 2015, we entered into a definitive agreement to sell the assets of Veritas to The Carlyle Group and certain co-investors ("Carlyle").
The transaction closed on January 29, 2016, at which time, we received net consideration of $6.6 billion in cash, excluding transaction costs, and 40 million B common shares of Veritas and Veritas assumed certain liabilities.
We now have two reporting segments, Consumer Security and Enterprise Security.
| • | We completed the divestiture of Veritas and refocused Symantec as a pure cybersecurity company. |
| • | We launched our SecureOne channel partner program designed specifically to help security-focused partners grow their businesses. |
| • | In Enterprise Security, Symantec Endpoint Protection won AV-TEST’s “Best Protection 2015 Award” for corporate users. |
| • | In Consumer Security, Norton Security won AV-TEST’s coveted “Best Protection Award 2015” for “home user” security. |
| ◦ | We launched Advanced Threat Protection endpoint, email, and network solutions, which detect and remediate advanced threats across control points, from a single console with just a click, without deployment of new endpoint agents. |
| ◦ | We launched Encryption Everywhere, a website security package available through web hosting providers that integrates encryption into websites from the moment they are created. |
| • | We completed a $500 million strategic investment by Silver Lake Partners and in connection with this investment, Kenneth Hao joined our Board of Directors. |
| | |
| --- | --- |
| • | We increased our capital return program to $5.5 billion, including a $2.6 billion special dividend that was paid in March 2016 and a total of $1.5 billion in accelerated share repurchase ("ASR") transactions that were announced in November 2015 and March 2016. |
Our Enterprise Security segment includes our threat protection products, information protection products, cyber security services, and website security offerings, previously named trust services.
Consumer
Our engineers and researchers are focused on delivering new versions of existing product lines as well as developing entirely new offerings to drive the company’s leadership in cybersecurity.
We also have a technology research organization focused on short, medium, and longer-term applied research projects, with the goal of transferring completed innovations into our product groups for commercialization.
Our security experts analyze threat telemetry collected through Symantec’s massive global sensor network, one of the largest cyber intelligence networks in the world, to protect our customers against current and emerging threats.
Our research and development teams also leverage this vast amount of data and related insights to develop new technologies and approaches, including our Unified Security analytics platform, in order to improve security outcomes for our customers.
Our consumer support program provides self-help online services and phone, chat, and email support to consumers worldwide.
One distributor accounted for 10% of our gross accounts receivable as of April 1, 2016.
Our market leading products and services protect people and information in any environment – from the mobile device in your pocket, to the enterprise data center, to cloud-based systems.
Founded in April 1982, Symantec operates one of the largest global threat-intelligence networks.
The company has more than 19,000 employees in more than 50 countries.
We are leveraging our capabilities in threat protection and data loss prevention and extending them into our core security offerings.
In our information management business, with a global installed customer base, we have a comprehensive portfolio that spans backup and recovery, storage management and archiving.
Our information availability offerings help customers keep their data and systems available where they need them, when they need them, and irrespective of their location.
Our information insight solutions help customers know what data they have and leverage that knowledge to help manage such data better and inform strategic decisions.
Our information management product strategy is to expand our best-in-class foundational portfolio across backup, storage management, business continuity, archiving and eDiscovery through software, integrated appliances and the cloud; deliver next-generation availability solutions through a coordinated orchestration architecture focused on managing and moving mission-critical data in a hybrid cloud world; and enable next-generation insight solutions that provide visibility, action, and automated control across an organization’s information landscape through an intelligent information fabric that integrates our portfolio and third-party ecosystems.
We are optimizing some of our businesses by methodically evaluating every product line to balance our profitability targets against our objectives.
In order to prioritize investments for growth, we are realigning our research and development budgets to apply the best resources to the most promising market opportunities.
To further reduce costs and improve efficiencies, we are consolidating our global footprint, data centers and product support capabilities as well as streamlining the way we run our businesses with initiatives to increase research and development efficiencies and sales productivity.
We are focused on continuing to attract talented business and technology leaders to the company.
We remain committed to returning significant cash to shareholders in the form of dividends and share buybacks.
The Planned Separation of Information Management from the Security Business
On October 9, 2014, we announced plans to separate our business into two independent publicly-traded companies: one focused on security and one focused on information management.
The transaction is intended to take the form of a tax-free distribution to Symantec shareholders of all of the capital stock of our information management business.
We expect to complete the legal separation on January 2, 2016, subject to market, regulatory and certain other conditions.
John Gannon has been appointed as General Manager of the information management business, and Don Rath has been appointed as acting Chief Financial Officer.
After the transaction, Michael Brown and Thomas Seifert will continue to lead Symantec as Chief Executive Officer and Chief Financial Officer, respectively.
| • | We announced plans to separate our business into two independent publicly-traded companies: one focused on security and one focused on information management. |
| ◦ | In Information Management, we launched our NetBackup 5330 appliance, which delivers twice the performance and capacity of our prior models, making the management of information simpler and less expensive; and we released Backup Exec 2014, which delivers powerful, flexible, and easy-to-use backup and recovery to protect a customer’s physical, virtual, or hybrid environment for a mixture of applications and operating systems. |
| ◦ | In Consumer Security, we simplified our product portfolio by streamlining our core products into a single Norton Security offering. |
| ◦ | In Enterprise Security, we launched our managed advanced threat protection service, which helps customers triangulate threat indicators from our endpoint protection and third-party security products to provide more comprehensive threat detection. We also introduced our managed incident response service, which provides emergency on-demand service to help customers recover from a breach. In addition, we introduced our managed adversary and threat intelligence service, which offers customers a deeper understanding of specific threat actors and attacks. |
| • | We hired five new executives, who bring valuable skills in analytics, backup and recovery software, sales, security, strategy, and human resources. |
| • | We remained committed to a capital allocation strategy pursuant to which we expect to return over time approximately 50% of free cash flow to stockholders through a combination of dividends and share repurchases, while still enabling our company to invest in its future. As part of this program we paid quarterly cash dividends of $0.15 per share of common stock in fiscal 2015, paying out a total of $413 million to shareholders. |
| • | Our Board of Directors approved an additional $1.0 billion stock repurchase program in February 2015. This program does not have an expiration date. During fiscal 2015, we repurchased 21 million shares of our common stock for an aggregate amount of $500 million, and $1.2 billion remains authorized for future repurchases. |
In the second quarter of fiscal 2015, we modified our segment reporting structure to match our new operating structure.
These products include Secure Socket Layer (“SSL”) Certificates, authentication, mail and web security, data center security, data loss prevention, information security services, endpoint security and management, encryption, and mobile security offerings.
Information Management
Our Information Management segment focuses on backup and recovery, archiving and eDiscovery, storage and high availability solutions, helping to ensure that our customers’ IT infrastructure and mission-critical applications are protected, managed and available.
Our products enable customers to reduce cost and complexity as we improve the way information is managed through the ever-evolving cloud and virtualized environments.
Our products are designed to ensure successful backup, recovery, availability, eDiscovery and archiving of information, applications, and systems for organizations ranging from small businesses to large enterprises.
For information regarding our revenue by segment, revenue by geographical area, and property and equipment by geographical area, see Note 9 of the Notes to Consolidated Financial Statements in this annual report.
Consumer and Small Business
Engineers and researchers throughout the Company pursue advanced projects to translate R&D into customer solutions by creating new technologies and integrating our unique set of technology assets.
Symantec focuses on short, medium, and long-term applied research, develops new products in emerging areas, participates in government-funded research projects, drives industry standards, and partners with universities to conduct research supporting Symantec’s strategy.
Our security experts monitor malicious code reports collected through the Global Intelligence Network, one of the largest in the world, to provide insight into emerging attacks, malicious code activity, phishing, spam, and other threats.
The team uses this vast amount of data and insights to develop new technologies and approaches, such as
Symantec’s reputation-based security technology and our forthcoming unified security analytics platform, to protect customer information.
The competitive environments for our security and information management products are described below.
An excerpt. Shown here: 40 of 43 rewritten, all 25 added and 40 of 47 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2016 filing and the FY2015 filing.
Cover and table of contents
25 rewritten, 3 added, 2 removed, 78 unchanged
For the Fiscal Year Ended April [removed: 3, 2015][added: 1, 2016]
Aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of Symantec common stock on October [removed: 3, 2014] [added: 2, 2015] as reported on the NASDAQ Global Select Market: [removed: $16,119,850,545.][added: $13,338,113,735.]
Number of shares outstanding of the registrant’s common stock as of [removed: May 1, 2015: 680,727,932][added: April 29, 2016: 612,292,085]
| Item 1. | [removed: [Business](#s5182EE97B1638CAE75DB65CEBD725765)] [added: [Business](#sF8A3ACCF509951FB7000C7A3EBB4E362)] | [removed: [4](#s5182EE97B1638CAE75DB65CEBD725765)] [added: [4](#sF8A3ACCF509951FB7000C7A3EBB4E362)] |
| Item 1A. | [Risk [removed: Factors](#sF164F033A6C0B44F06BF65CEBDA4340F)] [added: Factors](#s7BD2319D9849C7AE25D2C7A3FD492FF1)] | [removed: [9](#sF164F033A6C0B44F06BF65CEBDA4340F)] [added: [8](#s7BD2319D9849C7AE25D2C7A3FD492FF1)] |
| Item 1B. | [Unresolved Staff [removed: Comments](#sDAF773CED7DA9032F39B65CEBDC24803)] [added: Comments](#sA84560894AE757236747C7A3FD67AB66)] | [removed: [22](#sDAF773CED7DA9032F39B65CEBDC24803)] [added: [20](#sA84560894AE757236747C7A3FD67AB66)] |
| Item 2. | [removed: [Properties](#s7F6C0F9770AB592D453665CEAD7C2326)] [added: [Properties](#sE2FFB723BE4480C0182AC7A3EC04076F)] | [removed: [23](#s7F6C0F9770AB592D453665CEAD7C2326)] [added: [21](#sE2FFB723BE4480C0182AC7A3EC04076F)] |
| Item 3. | [Legal [removed: Proceedings](#sA5446AE6C1B6976B4A9865CEBE1621EF)] [added: Proceedings](#s566F08B4D50F3E243C74C7A3FDC153D9)] | [removed: [23](#sA5446AE6C1B6976B4A9865CEBE1621EF)] [added: [21](#s566F08B4D50F3E243C74C7A3FDC153D9)] |
| Item 4. | [Mine Safety [removed: Disclosures](#sA6764FE45F43BD342FAB65CEBE49AD35)] [added: Disclosures](#s9C05FD276C22C914EF92C7A3FDF36DDE)] | [removed: [23](#sA6764FE45F43BD342FAB65CEBE49AD35)] [added: [21](#s9C05FD276C22C914EF92C7A3FDF36DDE)] |
| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s63C51BDB9AF1540A275165CEAD86AA27)] [added: Securities](#sAB0716AAC364F4FC7471C7A3EC0437AB)] | [removed: [24](#s63C51BDB9AF1540A275165CEAD86AA27)] [added: [22](#sAB0716AAC364F4FC7471C7A3EC0437AB)] |
| Item 6. | [Selected Financial [removed: Data](#s8C67BD42AA0C9425E02665CEBEBC9FEA)] [added: Data](#s250D3A649B6C40337B3FC7A3FE6161A0)] | [removed: [26](#s8C67BD42AA0C9425E02665CEBEBC9FEA)] [added: [23](#s250D3A649B6C40337B3FC7A3FE6161A0)] |
| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sD45FE563C2A79929D69B65CEBEEF888D)] [added: Operations](#s212B1D3A00B5F107E003C7A3FE93698B)] | [removed: [27](#sD45FE563C2A79929D69B65CEBEEF888D)] [added: [24](#s212B1D3A00B5F107E003C7A3FE93698B)] |
| Item 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s6A8A8C1B2AD9DFF831F765CEBF9846AE)] [added: Risk](#sCBD4424A1420D7CF3BACC7A40005FFB2)] | [removed: [41](#s6A8A8C1B2AD9DFF831F765CEBF9846AE)] [added: [38](#sCBD4424A1420D7CF3BACC7A40005FFB2)] |
| Item 8. | [Financial Statements and Supplementary [removed: Data](#s7063E7BE930CC7A9EB1065CEAD3D3668)] [added: Data](#s2380F8A8FC89AA704C56C7A40037214E)] | [removed: [42](#s7063E7BE930CC7A9EB1065CEAD3D3668)] [added: [38](#s2380F8A8FC89AA704C56C7A40037214E)] |
| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s0B6EF10016F8EA41D09165CEBFE9BFEC)] [added: Disclosure](#s6F922DCD8A6B158EA162C7A40055B049)] | [removed: [42](#s0B6EF10016F8EA41D09165CEBFE9BFEC)] [added: [38](#s6F922DCD8A6B158EA162C7A40055B049)] |
| Item 9A. | [Controls and [removed: Procedures](#s4FA1AD41CE208897FF5E65CEC00BA230)] [added: Procedures](#s32828661B8F324424DAAC7A400870723)] | [removed: [42](#s4FA1AD41CE208897FF5E65CEC00BA230)] [added: [38](#s32828661B8F324424DAAC7A400870723)] |
| Item 9B. | [Other [removed: Information](#s646060D6F4FC2A2A01E165CEC03D00C9)] [added: Information](#s40C755D1BB2EAC565927C7A400AF9B67)] | [removed: [43](#s646060D6F4FC2A2A01E165CEC03D00C9)] [added: [39](#s40C755D1BB2EAC565927C7A400AF9B67)] |
| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s45957CD02995DE7E9CE065CEC092A6C5)] [added: Governance](#s92C7E3FE9206A173BEAFC7A400FF6F9D)] | [removed: [44](#s45957CD02995DE7E9CE065CEC092A6C5)] [added: [40](#s92C7E3FE9206A173BEAFC7A400FF6F9D)] |
| Item 11. | [Executive [removed: Compensation](#s477D9A077C0C7B4E4E4365CEC0B006EA)] [added: Compensation](#s62AB3A148395707B1CADC7A40145D0B7)] | [removed: [44](#s477D9A077C0C7B4E4E4365CEC0B006EA)] [added: [40](#s62AB3A148395707B1CADC7A40145D0B7)] |
| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sA56179E7CB2CD8D222D665CEC0E3EA2D)] [added: Matters](#s1D31B67EFABAF4176617C7A4014F8C03)] | [removed: [44](#sA56179E7CB2CD8D222D665CEC0E3EA2D)] [added: [40](#s1D31B67EFABAF4176617C7A4014F8C03)] |
| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s2944208473BAAA69D9E765CEC104D5C4)] [added: Independence](#sACCC0312902EE8108CDDC7A40181F911)] | [removed: [44](#s2944208473BAAA69D9E765CEC104D5C4)] [added: [40](#sACCC0312902EE8108CDDC7A40181F911)] |
| Item 14. | [Principal Accounting Fees and [removed: Services](#sAC245F1CF00D670B3DB565CEC1363D20)] [added: Services](#s08DD33F779531CA7D9FAC7A401A9203D)] | [removed: [44](#sAC245F1CF00D670B3DB565CEC1363D20)] [added: [40](#s08DD33F779531CA7D9FAC7A401A9203D)] |
| Item 15. | [Exhibits, Financial Statement [removed: Schedules](#sD773C7F716F5FE17571265CEC18C87D1)] [added: Schedules](#s7E6AD842DD2CB444095EC7A401F977DE)] | [removed: [45](#sD773C7F716F5FE17571265CEC18C87D1)] [added: [41](#s7E6AD842DD2CB444095EC7A401F977DE)] |
Symantec, the Symantec [removed: Logo, Norton,] [added: Logo] and [removed: Veritas] [added: Norton] are trademarks or registered trademarks of Symantec in the United States (“U.S.”) and other countries.
In addition, [removed: statements that refer to our plans to distribute shares of our information management business to shareholders,] projections of our future financial performance, anticipated growth and trends in our businesses and in our industries, the anticipated impacts of acquisitions, our intent to pay quarterly cash dividends in the future, the actions we intend to take as part of our new strategy, the expected impact of our new strategy and other characterizations of future events or circumstances are forward-looking statements.
10-K 1 symc4116-10k.htm 10-K
For the Fiscal Year Ended April 1, 2016
| [Signatures](#s826E430991934CA6402BC7A4068B4A9C) | | [73](#s826E430991934CA6402BC7A4068B4A9C) |
10-K 1 symc4315-10k.htm 10-K
| [Signatures](#s5EC6BC5FA1DF113B501765CEC63C044B) | | [73](#s5EC6BC5FA1DF113B501765CEC63C044B) |
Item 2. Properties
7 rewritten, 2 added, 2 removed, 10 unchanged
Our corporate headquarters is located in Mountain View, California where we occupy facilities totaling approximately [removed: 1,074,000] [added: 793,000] square feet, of which 723,000 square feet is owned and [removed: 351,000] [added: 70,000] square feet is leased.
Our leased facilities are occupied under [removed: leases] [added: agreements] that expire on various dates through fiscal [removed: 2029.][added: 2026.]
The following table presents the approximate square footage of our facilities as of April [removed: 3, 2015:][added: 1, 2016:]
| | Approximate Total Square [removed: Footage(1)] [added: Footage (1)] | | | | |
| Americas (U.S., Canada and Latin America) | [removed: 1,740] [added: 1,512] | | | [removed: 1,177] [added: 539] | |
| EMEA (Europe, Middle [removed: East,] [added: East and] Africa) | [removed: 285] [added: 177] | | | [removed: 541] [added: 318] | |
| (1) | Included in the total square footage above are vacant and available-for-lease properties totaling approximately [removed: 79,000] [added: 80,000] square feet. Total square footage excludes approximately [removed: 14,000] [added: 766,000] square feet relating to facilities subleased to third parties. |
| APJ (Asia Pacific and Japan) | — | | | 1,044 | |
| Total | 1,689 | | | 1,901 | |
| Asia Pacific/Japan | 235 | | | 1,857 | |
| Total | 2,260 | | | 3,575 | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
8 rewritten, 16 added, 16 removed, 21 unchanged
As of April [removed: 3, 2015,] [added: 1, 2016,] there were [removed: 1,996] [added: 1,849] stockholders of record.
During fiscal [added: 2016,] 2015 and [removed: fiscal 2014] [added: 2014,] we declared and paid aggregate cash dividends of [added: $3.0 billion or $4.60 per common share,] $413 million or $0.60 per common [removed: share] [added: share,] and $418 million or $0.60 per common share, respectively.
Dividends declared and paid each quarter during fiscal [added: 2016,] 2015 and [removed: fiscal] 2014 were $0.15 per share.
On May [removed: 14, 2015,] [added: 12, 2016,] we declared a [removed: quarterly] [added: cash] dividend [removed: in the amount] of [removed: $0.15] [added: $0.075] per share of common stock to be paid on June [removed: 24, 2015] [added: 22, 2016,] to all stockholders of record as of [added: the close of business on] June [removed: 10, 2015.][added: 8, 2016.]
[removed: | | Total Number of Shares Purchased | | | Average Price Paid per Share | | | | Total Number of Shares Purchased Under Publicly Announced Plans or Programs | | | Maximum Dollar Value] [added: The maximum dollar value] of [removed: Shares That May Yet Be Purchased Under] [added: shares that may yet be purchased under] the [removed: Plans] [added: plans] or [removed: Programs | | |][added: programs is $790 million.]
The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the S&P 500 Composite Index and the S&P Information Technology Index for the five years ended April [removed: 3, 2015] [added: 1, 2016] (assuming the investment of $100 in our common stock and in each of the other indices on the last day of trading for fiscal [removed: 2010,] [added: 2011,] and the reinvestment of all dividends).
[removed: ][added: ]
| | [removed: 2010 | | | |] 2011 | | | | 2012 | | | | 2013 | | | | 2014 | | | | 2015 | | | [added: | 2016 | | |]
During the fourth quarter of fiscal 2016, we paid a special dividend of $4.00 per share, resulting in a substantial decline in the sales price of our common stock on March 4, 2016.
| | 2016 | | | | | | | | | | | | | | | | 2015 | | | | | | | | | | | | | | |
| High | $ | 20.88 | | | $ | 21.37 | | | $ | 23.47 | | | $ | 25.90 | | | $ | 26.69 | | | $ | 26.58 | | | $ | 24.77 | | | $ | 23.04 | |
| Low | $ | 16.62 | | | $ | 19.50 | | | $ | 19.33 | | | $ | 23.03 | | | $ | 23.28 | | | $ | 21.94 | | | $ | 22.42 | | | $ | 19.97 | |
Additionally, a special dividend of $4.00 per share was declared and paid in the fourth quarter of fiscal 2016.
Under these programs, shares may be repurchased on the open market and through ASR transactions.
In November 2015, we entered into an ASR transaction with a financial institution to repurchase $500 million of our common stock.
In January 2016, the purchase period for this ASR ended and we received an additional 5.0 million shares of our common stock.
The total shares received and retired under the terms of this ASR transaction were 24.9 million, with an average price paid per share of $20.08.
In March 2016, we entered into multiple ASR transactions with financial institutions to repurchase an aggregate of $1 billion of our common stock.
In exchange for an up-front payment of $1 billion, the financial institutions committed to deliver shares during the purchase period for these ASRs, which will end in or before the third quarter of fiscal 2017.
During the fourth quarter of fiscal 2016, 42.4 million shares were delivered and retired under these ASRs, and the final number of shares to be delivered and the average price paid per share will be determined at the conclusion of the purchase period.
See Note 9 of our Notes to Consolidated Financial Statements for additional information regarding our stock repurchase programs.
| Symantec Corporation | $ | 100.00 | | | $ | 101.30 | | | $ | 133.69 | | | $ | 110.03 | | | $ | 134.25 | | | $ | 134.02 | |
| S&P 500 | $ | 100.00 | | | $ | 108.00 | | | $ | 123.08 | | | $ | 148.80 | | | $ | 169.03 | | | $ | 173.18 | |
| S&P Information Technology | $ | 100.00 | | | $ | 120.31 | | | $ | 118.96 | | | $ | 148.18 | | | $ | 175.60 | | | $ | 192.33 | |
| | 2015 | | | | | | | | | | | | | | | | 2014 | | | | | | | | | | | | | | |
| High | $ | 26.69 | | | $ | 26.58 | | | $ | 24.77 | | | $ | 23.04 | | | $ | 24.15 | | | $ | 25.41 | | | $ | 26.96 | | | $ | 25.10 | |
| Low | $ | 23.28 | | | $ | 21.94 | | | $ | 22.42 | | | $ | 19.97 | | | $ | 18.20 | | | $ | 21.49 | | | $ | 22.36 | | | $ | 21.62 | |
Stock repurchases during the three months ended April 3, 2015 were as follows:
| | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | (In millions, except per share data) | | | | | | | | | | | | |
| January 3, 2015 to January 30, 2015 | 4 | | | $ | 25.57 | | | 4 | | | $ | 183 | |
| January 31, 2015 to February 27, 2015 | 1 | | | $ | 25.50 | | | 1 | | | $ | 1,158 | |
| February 28, 2015 to April 3, 2015 | — | | | $ | — | | | — | | | $ | 1,158 | |
| Total | 5 | | | $ | 25.55 | | | 5 | | | | | |
During the fourth quarter of fiscal 2015, our Board of Directors authorized a new $1.0 billion stock repurchase program which commenced immediately.
Our active stock repurchase programs have $1.2 billion remaining authorized for future repurchase as of April 3, 2015 and do not have an expiration date.
| Symantec Corporation | $ | 100.00 | | | $ | 110.08 | | | $ | 111.51 | | | $ | 147.17 | | | $ | 121.12 | | | $ | 147.78 | |
| S&P 500 | $ | 100.00 | | | $ | 115.36 | | | $ | 124.59 | | | $ | 141.99 | | | $ | 171.65 | | | $ | 194.99 | |
| S&P Information Technology | $ | 100.00 | | | $ | 111.68 | | | $ | 134.37 | | | $ | 132.86 | | | $ | 165.49 | | | $ | 196.12 | |
Item 6. Selected Financial Data
15 rewritten, 29 added, 11 removed, 20 unchanged
Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.][added: Operations, and Note 3 of the Notes to Consolidated Financial Statements in this annual report.]
| | | [removed: 2015] [added: April 1, 2016] | | | | [removed: 2014] [added: April 3, 2015] | | | | [removed: 2013] [added: March 28, 2014] | | | | [removed: 2012] [added: March 29, 2013] | | | | [removed: 2011] [added: March 30, 2012] | | |
| Net income [removed: attributable to Symantec Corporation stockholders (b)] [added: (4)] | | [removed: 878] [added: 2,488] | | | | [removed: 898] [added: 878] | | | | [removed: 755] [added: 898] | | | | [removed: 1,187] [added: 755] | | | | [removed: 626] [added: 1,187] | | |
| [removed: Basic] [added: Net income per share - basic] | | $ | [removed: 1.27] [added: 3.71] | | | $ | [removed: 1.29] [added: 1.27] | | | $ | [removed: 1.08] [added: 1.29] | | | $ | [removed: 1.60] [added: 1.08] | | | $ | [removed: 0.80] [added: 1.60] | |
| Basic | | [removed: 689] [added: 670] | | | | [removed: 696] [added: 689] | | | | [removed: 701] [added: 696] | | | | [removed: 741] [added: 701] | | | | [removed: 778] [added: 741] | | |
| Diluted | | [removed: 696] [added: 670] | | | | [removed: 704] [added: 696] | | | | [removed: 711] [added: 704] | | | | [removed: 748] [added: 701] | | | | [removed: 786] [added: 748] | | |
| Cash dividends [added: declared] per [added: common] share | | $ | [removed: 0.60] [added: 4.60] | | | $ | 0.60 | | | $ | [removed: —] [added: 0.60] | | | $ | — | | | $ | — | |
| Consolidated Balance [removed: Sheet] [added: Sheets] Data: | | | | | | | | | | | | | | | | | | | | |
| Total assets | | [removed: 13,233] [added: $] | [added: 11,767] | | | [removed: 13,539] [added: $] | [added: 13,233] | | | [removed: 14,508] [added: $] | [added: 13,539] | | | [removed: 13,158] [added: $] | [added: 14,508] | | | [removed: 12,841] [added: $] | [added: 13,158] | |
| Long-term [removed: debt (c)(d)] [added: obligations (6) (7)] | | [removed: 1,746] [added: 2,207] | | | | [removed: 2,095] [added: 1,746] | | | | [removed: 2,094] [added: 2,095] | | | | [removed: 2,039] [added: 2,094] | | | | [removed: 1,987] [added: 2,039] | | |
| Total stockholders’ equity [removed: (e)] [added: (8)] | | [removed: 5,935] [added: 3,676] | | | | [removed: 5,797] [added: 5,935] | | | | [removed: 5,476] [added: 5,797] | | | | [removed: 5,237] [added: 5,476] | | | | [removed: 4,635] [added: 5,237] | | |
| [removed: (a)] [added: (1)] | We have a 52/53-week fiscal year. Our fiscal 2015 was a 53-week year whereas fiscal [added: 2016,] 2014, 2013, [removed: 2012,] and [removed: 2011] [added: 2012,] each consisted of 52 weeks. |
| [removed: (b)] [added: (4)] | In fiscal [removed: 2008, we formed a joint venture with a subsidiary of Huawei Technologies Co., Limited (“Huawei”). In fiscal] 2012, we sold our [removed: 49%] ownership interest in [removed: the] [added: a] joint venture [removed: to Huawei] for $530 million in cash. The [added: net] gain of [removed: $530] [added: $526] million, offset by costs to sell the joint venture of $4 million, was included in gain from sale of joint venture in our fiscal 2012 Consolidated Statements of [removed: Income.] [added: Operations.] |
| [removed: (c)] [added: (6)] | [removed: In the first quarter of fiscal 2007, we issued $1.0 billion in principal amount of 1.00% Convertible Senior Notes (“1.00% notes”), due in June 2013.] On June 15, 2013, the principal balance on [removed: those notes] [added: the Company's 1.00% Convertible Senior Notes] matured and was settled by a cash payment of $1 [removed: billion, along with the $5 million semi-annual interest payment. In addition, we elected to pay the conversion value above par value of the 1.00% notes 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 the issuance of the 1.00% notes.] [added: billion.] 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 [removed: stock at a price of $27.1330 per share.] [added: stock.] All the warrants expired unexercised [removed: on various dates] during the second quarter of fiscal [removed: 2014 and there was no dilutive impact from] [added: 2014. In] the [removed: warrants on our earnings per share for] [added: fourth quarter of] fiscal [removed: 2014.] [added: 2016, we issued $500 million in principal amount of 2.50% Convertible Senior Notes, due in April of 2021. See Note 5 of the Notes to Consolidated Financial Statements in this annual report for more information on the Company's long-term obligations.] |
| [removed: (e)] [added: (8)] | Includes noncontrolling interest in subsidiary of $78 million [removed: and $77 million] in fiscal [removed: 2012 and fiscal 2011, respectively.] [added: 2012.] |
| Summary of operations: | | Year Ended (1) | | | | | | | | | | | | | | | | | | |
| Net revenues | | $ | 3,600 | | | $ | 3,956 | | | $ | 4,183 | | | $ | 4,268 | | | $ | 4,175 | |
| Operating income (loss) | | 457 | | | | 154 | | | | 144 | | | | (60 | | ) | | (50 | | ) |
| Income (loss) from continuing operations (2) | | (821 | | ) | | 109 | | | | 91 | | | | (138 | | ) | | 123 | | |
| Income from discontinued operations, net of income taxes (3) | | 3,309 | | | | 769 | | | | 807 | | | | 893 | | | | 1,064 | | |
| Income (loss) per share - basic: (5) | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | $ | (1.23 | ) | | $ | 0.16 | | | $ | 0.13 | | | $ | (0.20 | ) | | $ | 0.17 | |
| Discontinued operations | | $ | 4.94 | | | $ | 1.12 | | | $ | 1.16 | | | $ | 1.27 | | | $ | 1.44 | |
| | | | | | | | | | | | | | | | | | | | | |
| Income (loss) per share - diluted: (5) | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | $ | (1.23 | ) | | $ | 0.16 | | | $ | 0.13 | | | $ | (0.20 | ) | | $ | 0.16 | |
| Discontinued operations | | $ | 4.94 | | | $ | 1.10 | | | $ | 1.15 | | | $ | 1.27 | | | $ | 1.42 | |
| Net income per share - diluted | | $ | 3.71 | | | $ | 1.26 | | | $ | 1.28 | | | $ | 1.08 | | | $ | 1.59 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| | | April 1, 2016 | | | | April 3, 2015 | | | | March 28, 2014 | | | | March 29, 2013 | | | | March 30, 2012 | | |
| | | (In millions) | | | | | | | | | | | | | | | | | | |
| (2) | In fiscal 2016, the Company recorded $1.1 billion in income tax expense related to unremitted earnings of foreign subsidiaries from the proceeds of the sale of Veritas. This charge is presented in loss from continuing operations in the Consolidated Statements of Operations for fiscal 2016. See Note 11 of the Notes to Consolidated Financial Statements in this annual report for more information. |
| (3) | In fiscal 2016, the Company sold the assets of Veritas to Carlyle for a net gain of $3.0 billion, which is presented as part of income from discontinued operations, net of income taxes in the Consolidated Statements of Operations for fiscal 2016. |
| (5) | Net income per share amounts may not add due to rounding. |
| | |
| --- | --- |
| | |
| --- | --- |
| (7) | During the second quarter of fiscal 2016, the principal balance on the Company's 2.75% Senior Notes due September 15, 2015, matured and was settled by a cash payment of $350 million. See Note 5 of the Notes to Consolidated Financial Statements in this annual report for more information. |
| | |
| --- | --- |
| | | Fiscal (a) | | | | | | | | | | | | | | | | | | |
| Consolidated Statements of Income Data: | | | | | | | | | | | | | | | | | | | | |
| Net revenue | | $ | 6,508 | | | $ | 6,676 | | | $ | 6,906 | | | $ | 6,730 | | | $ | 6,190 | |
| Operating income | | 1,149 | | | | 1,183 | | | | 1,106 | | | | 1,104 | | | | 927 | | |
| Net income per share attributable to Symantec Corporation stockholders: (c) | | | | | | | | | | | | | | | | | | | | |
| Diluted | | $ | 1.26 | | | $ | 1.28 | | | $ | 1.06 | | | $ | 1.59 | | | $ | 0.76 | |
| Cash, cash equivalents, and short-term investments | | $ | 3,891 | | | $ | 4,084 | | | $ | 4,747 | | | $ | 3,211 | | | $ | 2,958 | |
| Deferred revenue | | 3,109 | | | | 3,322 | | | | 3,496 | | | | 3,444 | | | | 3,321 | | |
| Current portion of long-term debt (c)(d) | | 350 | | | | — | | | | 997 | | | | — | | | | 596 | | |
| Long-term deferred revenue | | 555 | | | | 581 | | | | 584 | | | | 596 | | | | 565 | | |
| (d) | In fiscal 2011, we issued $350 million in principal amount of 2.75% senior notes due September 2015 (“2.75% notes due 2015”) and $750 million in principal amount of 4.20% senior notes due September 2020 (“4.20% notes”). In fiscal 2013, we issued $600 million in principal amount of 2.75% senior notes due June 2017 (“2.75% notes due 2017”) and $400 million in principal amount of 3.95% senior notes due June 2022 (“3.95% notes”). |
Item 8. Financial Statements and Supplementary Data
4 rewritten, 15 added, 4 removed, 7 unchanged
| | Fiscal [removed: 2015] [added: 2016] | | | | | | | | | | | | | | | | Fiscal [removed: 2014] [added: 2015] | | | | | | | | | | | | | | |
| Net income | [removed: 176] [added: 2,045] | | | | [removed: 222] [added: 170] | | | | [removed: 244] [added: 156] | | | | [removed: 236] [added: 117] | | | | [removed: 217] [added: 176] | | | | [removed: 283] [added: 222] | | | | [removed: 241] [added: 244] | | | | [removed: 157] [added: 236] | | |
| Net income per share [removed: —] [added: -] basic | [removed: 0.26] [added: $] | [added: 3.15] | | | [removed: 0.32] [added: $] | [added: 0.26] | | | [removed: 0.35] [added: $] | [added: 0.23] | | | [removed: 0.34] [added: $] | [added: 0.17] | | | [removed: 0.31] [added: $] | [added: 0.26] | | | [removed: 0.41] [added: $] | [added: 0.32] | | | [removed: 0.34] [added: $] | [added: 0.35] | | | [removed: 0.23] [added: $] | [added: 0.34] | |
| Net income per share [removed: —] [added: -] diluted | [removed: 0.25] [added: $] | [added: 3.15] | | | [removed: 0.32] [added: $] | [added: 0.25] | | | [removed: 0.35] [added: $] | [added: 0.23] | | | [removed: 0.34] [added: $] | [added: 0.17] | | | [removed: 0.31] [added: $] | [added: 0.25] | | | [removed: 0.40] [added: $] | [added: 0.32] | | | [removed: 0.34] [added: $] | [added: 0.35] | | | [removed: 0.22] [added: $] | [added: 0.34] | |
| | Fourth Quarter | | | | Third Quarter | | | | Second Quarter | | | | First Quarter | | | | Fourth Quarter | | | | Third Quarter | | | | Second Quarter | | | | First Quarter | | |
| Net revenues | $ | 873 | | | $ | 909 | | | $ | 906 | | | $ | 912 | | | $ | 899 | | | $ | 970 | | | $ | 1,001 | | | $ | 1,086 | |
| Gross profit | 726 | | | | 759 | | | | 746 | | | | 754 | | | | 723 | | | | 793 | | | | 825 | | | | 888 | | |
| Operating income | 128 | | | | 146 | | | | 100 | | | | 83 | | | | (49 | | ) | | 34 | | | | 96 | | | | 73 | | |
| Income (loss) from continuing operations | (1,013 | | ) | | 114 | | | | 53 | | | | 25 | | | | 55 | | | | (25 | | ) | | 32 | | | | 47 | | |
| Income from discontinued operations, net of income taxes | 3,058 | | | | 56 | | | | 103 | | | | 92 | | | | 121 | | | | 247 | | | | 212 | | | | 189 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) per share - basic: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | $ | (1.56 | ) | | $ | 0.17 | | | $ | 0.08 | | | $ | 0.04 | | | $ | 0.08 | | | $ | (0.04 | ) | | $ | 0.05 | | | $ | 0.07 | |
| Discontinued operations | $ | 4.70 | | | $ | 0.08 | | | $ | 0.15 | | | $ | 0.13 | | | $ | 0.18 | | | $ | 0.36 | | | $ | 0.31 | | | $ | 0.27 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) per share - diluted: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | $ | (1.56 | ) | | $ | 0.17 | | | $ | 0.08 | | | $ | 0.04 | | | $ | 0.08 | | | $ | (0.04 | ) | | $ | 0.05 | | | $ | 0.07 | |
| Discontinued operations | $ | 4.70 | | | $ | 0.08 | | | $ | 0.15 | | | $ | 0.13 | | | $ | 0.17 | | | $ | 0.36 | | | $ | 0.30 | | | $ | 0.27 | |
Note: Net income per share amounts may not add due to rounding.
| | Apr. 3, 2015 | | | | Jan. 2, 2015 | | | | Oct. 3, 2014 | | | | Jul. 4, 2014 | | | | Mar. 28, 2014 | | | | Dec. 27, 2013 | | | | Sep. 27, 2013 | | | | Jun. 28, 2013 | | |
| Net revenue | $ | 1,518 | | | $ | 1,638 | | | $ | 1,617 | | | $ | 1,735 | | | $ | 1,625 | | | $ | 1,705 | | | $ | 1,637 | | | $ | 1,709 | |
| Gross profit | 1,231 | | | | 1,359 | | | | 1,339 | | | | 1,426 | | | | 1,343 | | | | 1,422 | | | | 1,353 | | | | 1,409 | | |
| Operating income | 152 | | | | 327 | | | | 348 | | | | 322 | | | | 306 | | | | 405 | | | | 248 | | | | 224 | | |
Item 9A. Controls and Procedures
4 rewritten, 2 added, 0 removed, 14 unchanged
[removed: Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal] control over financial reporting as of April [removed: 3, 2015,] [added: 1, 2016,] based on criteria established in Internal Control [removed: —] [added: -] Integrated Framework [removed: (1992)] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Our management has concluded that, as of April [removed: 3, 2015,] [added: 1, 2016,] our internal control over financial reporting was effective [added: at the reasonable assurance level] based on these criteria.
The Company’s independent registered public accounting firm has issued an attestation report regarding its assessment of the Company’s internal control over financial reporting as of April [removed: 3, 2015,] [added: 1, 2016,] which is included in Part IV, Item 15 of this annual report.
There were no changes in our internal control over financial reporting during the quarter ended April [removed: 3, 2015] [added: 1, 2016,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal
Accordingly, our disclosure controls and procedures provide reasonable assurance of achieving their objectives.
Item 15. Exhibits, Financial Statement Schedules
442 rewritten, 378 added, 193 removed, 595 unchanged
| | [Report of Independent Registered Public Accounting [removed: Firm](#s4FC29E32EE8F68E1FBDB65CEC1ABFB5A)] [added: Firm](#s3308B2E82B3DEE6FE2A1C7A4022B173C)] | [removed: [46](#s4FC29E32EE8F68E1FBDB65CEC1ABFB5A)] [added: [42](#s3308B2E82B3DEE6FE2A1C7A4022B173C)] |
| | [Consolidated Balance Sheets as of April [removed: 3, 2015] [added: 1, 2016,] and [removed: March 28, 2014](#sBE7EA37D562F603605B465CEA3AA069A)] [added: April 3, 2015](#s243F58772156F9751791C7A3E4A158EA)] | [removed: [47](#sBE7EA37D562F603605B465CEA3AA069A)] [added: [43](#s243F58772156F9751791C7A3E4A158EA)] |
| | [Consolidated Statements of [added: Comprehensive] Income for the years ended April [added: 1, 2016, April] 3, 2015, [removed: March 28, 2014,] and March [removed: 29, 2013](#s544CF2F2432AC631949B65CEA3CB55DF)] [added: 28, 2014](#s93F2ED865DEA6BC95865C7A3E4E79E71)] | [removed: [48](#s544CF2F2432AC631949B65CEA3CB55DF)] [added: [45](#s93F2ED865DEA6BC95865C7A3E4E79E71)] |
| | [Consolidated Statements of [removed: Comprehensive Income] [added: Operations] for the years ended April [added: 1, 2016, April] 3, 2015, [removed: March 28, 2014,] and March [removed: 29, 2013](#s226DA48F706088D9CC4E65CEA3EFF1A4)] [added: 28, 2014](#s95FE5EE7D975097F933EC7A3E4C93040)] | [removed: [49](#s226DA48F706088D9CC4E65CEA3EFF1A4)] [added: [44](#s95FE5EE7D975097F933EC7A3E4C93040)] |
| | [Consolidated Statements of Stockholders’ Equity for the years ended April [added: 1, 2016, April] 3, 2015, [removed: March 28, 2014,] and March [removed: 29, 2013](#s2809C4F740C06B26798F65CEA3FC4BDD)] [added: 28, 2014](#sA38A6306A8609FBAA676C7A3E4FB9BF0)] | [removed: [50](#s2809C4F740C06B26798F65CEA3FC4BDD)] [added: [46](#sA38A6306A8609FBAA676C7A3E4FB9BF0)] |
| | [Consolidated Statements of Cash Flows for the years ended April [added: 1, 2016, April] 3, 2015, [removed: March 28, 2014,] and March [removed: 29, 2013](#s7CD59660E65A486C5BE865CEA4487DF6)] [added: 28, 2014](#sD2C8EED9EC228BDA4C94C7A3E537877D)] | [removed: [51](#s7CD59660E65A486C5BE865CEA4487DF6)] [added: [47](#sD2C8EED9EC228BDA4C94C7A3E537877D)] |
| | [Notes to Consolidated Financial [removed: Statements](#sDE168F1EAD820B9F124765CEC2F84B80)] [added: Statements](#sD723DED01E2FB7C30B92C7A403897186)] | [removed: [52](#sDE168F1EAD820B9F124765CEC2F84B80)] [added: [48](#sD723DED01E2FB7C30B92C7A403897186)] |
| 2. | [Exhibits: The information required by this Item is set forth in the Exhibit Index that follows the signature page of this Annual [removed: Report.](#sC89D215CB77DAA860BB265CEC68CE466)] [added: Report.](#s0C963F2C6D9D2131F90AC7A406BD8E06)] | [removed: [74](#sC89D215CB77DAA860BB265CEC68CE466)] [added: [75](#s0C963F2C6D9D2131F90AC7A406BD8E06)] |
We have audited the accompanying consolidated balance sheets of Symantec Corporation and subsidiaries as of April [removed: 3, 2015] [added: 1, 2016] and [removed: March 28, 2014,] [added: April 3, 2015,] and the related consolidated statements of [removed: income,] [added: operations,] comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended April [removed: 3, 2015.][added: 1, 2016.]
We also have audited [removed: the] [added: Symantec Corporation’s] internal control over financial reporting [removed: of Symantec Corporation] as of April [removed: 3, 2015,] [added: 1, 2016,] based on criteria established in Internal Control [removed: –] [added: -] Integrated Framework [removed: (1992)] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
[removed: The management of] Symantec [removed: Corporation] [added: Corporation’s management] is responsible for these consolidated financial [removed: statements] [added: statements,] 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 and an opinion on [removed: the] [added: Symantec Corporation’s] internal control over financial reporting [removed: of Symantec Corporation] based on our audits.
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 April [removed: 3, 2015] [added: 1, 2016] and [removed: March 28, 2014,] [added: April 3, 2015,] and the results of their operations and their cash flows for each of the years in the three-year period ended April [removed: 3, 2015,] [added: 1, 2016,] in conformity with U.S. generally accepted accounting principles.
Also in our opinion, Symantec Corporation maintained, in all material respects, effective internal control over financial reporting as of April [removed: 3, 2015,] [added: 1, 2016,] based on criteria established in Internal Control [removed: –] [added: -] Integrated Framework [removed: (1992)] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
| | April [added: 1, 2016 | | | | April] 3, 2015 | | | | March 28, 2014 | | |
| [removed: Cash] [added: Beginning cash] and cash equivalents | [removed: $ |] 2,874 | | | [removed: $] | 3,707 | | [added: | | 4,685 | | |]
| Short-term investments | [removed: 1,017] [added: 42] | | | | [removed: 377] [added: 1,017] | | |
| [removed: Trade accounts] [added: Accounts] receivable, net of allowance for doubtful accounts of [removed: $7] [added: $16] and [removed: $7,] [added: $5,] respectively | [removed: 993] [added: 556] | | | | [removed: 1,007] [added: 700] | | |
| Deferred income taxes | [removed: 152] [added: —] | | | | [removed: 142] [added: 152] | | |
| Other current assets | [removed: 255 | | | | 304] [added: 91] | | |
| Total current assets | [removed: 5,422] [added: 6,959] | | | | [removed: 5,652] [added: 5,422] | | |
| Property and equipment, net | [removed: 1,205 | | | | 1,116] [added: 255] | | |
| Intangible assets, net | [removed: 628 | | | | 768] [added: 103] | | |
| Long-term deferred [removed: commissions | 26 | | |] [added: revenue] | [removed: 21] [added: 111] | | |
| Other long-term assets | [removed: 105 | | | | 124] [added: 46] | | |
| Total assets | $ | [removed: 13,233] [added: 11,767] | | | $ | [removed: 13,539] [added: 13,233] | |
| Accounts payable | [removed: $] [added: (69] | [removed: 213] | [added: )] | | [removed: $] [added: (73] | [removed: 282] | [added: )] | [added: | (55 | | ) |]
| Accrued compensation and benefits | [removed: 398] [added: (7] | | [added: )] | | [removed: 365] [added: 7] | | | [added: | (83 | | ) |]
| Deferred revenue | [removed: 3,109] [added: 89] | | | | [removed: 3,322] [added: 74] | | |
| Current portion of long-term debt | [removed: 350] [added: —] | | | | [removed: —] [added: 350] | | |
| Other current liabilities | [removed: 383 | | | | 337] [added: 44] | | |
| Total current liabilities | [removed: 4,453] [added: 4,033] | | | | [removed: 4,306] [added: 4,453] | | |
| Long-term debt | [removed: 1,746] [added: 2,207] | | | | [removed: 2,095] [added: 1,746] | | |
| Long-term deferred revenue | [removed: 555] [added: 359] | | | | [removed: 581] [added: 444] | | |
| Long-term deferred tax liabilities | [removed: 308] [added: 1,235] | | | | [removed: 425] [added: 308] | | |
| Long-term income taxes payable | [removed: 134] [added: 160] | | | | [removed: 252] [added: 134] | | |
| Other long-term obligations | [removed: 102] [added: 97] | | | | [removed: 83] [added: 79] | | |
| Total liabilities | [removed: 7,298] [added: 8,091] | | | | [removed: 7,742] [added: 7,298] | | |
| Common [removed: stock,] [added: stock and additional paid-in capital,] $0.01 par value, 3,000 shares authorized; [removed: 898] [added: 612] and [removed: 909] [added: 898] shares issued; [removed: 684] [added: 612] and [removed: 695] [added: 684] shares outstanding, respectively | [removed: 7] [added: 4,309] | | | | [removed: 7] [added: 6,101] | | |
| Accumulated other comprehensive income | [removed: 104] [added: 22] | | | | [removed: 194] [added: 104] | | |
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of the presentation of deferred income taxes as of April 1, 2016 due to the adoption of Accounting Standards Update 2015-17, Accounting for Income Taxes: Balance Sheet Classification of Deferred Taxes.
Prior period amounts have not been reclassified.
May 20, 2016
| Cash and cash equivalents | $ | 5,983 | | | $ | 2,843 | |
| Other current assets | 378 | | | | 295 | | |
| Current assets of discontinued operations | — | | | | 415 | | |
| Intangible assets, net | 443 | | | | 525 | | |
| Goodwill | 3,148 | | | | 3,146 | | |
| Equity investments | 157 | | | | 10 | | |
| Other long-term assets | 103 | | | | 70 | | |
| Long-term assets of discontinued operations | — | | | | 3,110 | | |
| Accounts payable | $ | 175 | | | $ | 169 | |
| Accrued compensation and benefits | 219 | | | | 232 | | |
| Deferred revenue | 2,279 | | | | 2,427 | | |
| Other current liabilities | 419 | | | | 292 | | |
| Current liabilities of discontinued operations | — | | | | 936 | | |
| Long-term liabilities of discontinued operations | — | | | | 134 | | |
| Net revenues | $ | 3,600 | | | $ | 3,956 | | | $ | 4,183 | |
| Cost of revenues | 615 | | | | 727 | | | | 791 | | |
| Gross profit | 2,985 | | | | 3,229 | | | | 3,392 | | |
| Research and development | 748 | | | | 812 | | | | 722 | | |
| Total operating expenses | 2,528 | | | | 3,075 | | | | 3,248 | | |
| Operating income | 457 | | | | 154 | | | | 144 | | |
| Income from continuing operations before income taxes | 392 | | | | 101 | | | | 107 | | |
| Income tax expense (benefit) | 1,213 | | | | (8 | | ) | | 16 | | |
| Income (loss) from continuing operations | (821 | | ) | | 109 | | | | 91 | | |
| Income from discontinued operations, net of income taxes | 3,309 | | | | 769 | | | | 807 | | |
| Income (loss) per share - basic: | | | | | | | | | | | |
| Continuing operations | $ | (1.23 | ) | | $ | 0.16 | | | $ | 0.13 | |
| Discontinued operations | $ | 4.94 | | | $ | 1.12 | | | $ | 1.16 | |
| Income (loss) per share - diluted: | | | | | | | | | | | |
| Continuing operations | $ | (1.23 | ) | | $ | 0.16 | | | $ | 0.13 | |
| Discontinued operations | $ | 4.94 | | | $ | 1.10 | | | $ | 1.15 | |
Note: Net income per share amounts may not add due to rounding.
| | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | |
| Net income | — | | | — | | | | — | | | | 2,488 | | | | 2,488 | | |
| Repurchases of common stock | (84 | ) | | (1,868 | | ) | | — | | | | — | | | | (1,868 | | ) |
| Sale of Veritas | — | | | — | | | | (81 | | ) | | — | | | | (81 | | ) |
May 22, 2015
| Deferred commissions | 131 | | | | 115 | | |
| Goodwill | 5,847 | | | | 5,858 | | |
| Additional paid-in capital | 6,094 | | | | 6,744 | | |
| Net revenue: | | | | | | | | | | | |
| Content, subscription, and maintenance | $ | 5,749 | | | $ | 5,960 | | | $ | 6,021 | |
| License | 759 | | | | 716 | | | | 885 | | |
| Total net revenue | 6,508 | | | | 6,676 | | | | 6,906 | | |
| Content, subscription, and maintenance | 988 | | | | 1,008 | | | | 1,017 | | |
| License | 114 | | | | 87 | | | | 89 | | |
| Total cost of revenue | 1,153 | | | | 1,149 | | | | 1,175 | | |
| Gross profit | 5,355 | | | | 5,527 | | | | 5,731 | | |
| Amortization of intangible assets | 108 | | | | 156 | | | | 286 | | |
| Total operating expenses | 4,206 | | | | 4,344 | | | | 4,625 | | |
| Operating income | 1,149 | | | | 1,183 | | | | 1,106 | | |
| Income before income taxes | 1,093 | | | | 1,156 | | | | 1,006 | | |
| Basic | $ | 1.27 | | | $ | 1.29 | | | $ | 1.08 | |
| Diluted | $ | 1.26 | | | $ | 1.28 | | | $ | 1.06 | |
| Less: Comprehensive loss attributable to noncontrolling interest | — | | | | — | | | | (2 | | ) |
| Comprehensive income attributable to Symantec Corporation stockholders | $ | 788 | | | $ | 890 | | | $ | 779 | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of March 30, 2012 | 724 | | | $ | 7 | | | $ | 7,773 | | | $ | 178 | | | $ | (2,799 | ) | | $ | 5,159 | | | $ | 78 | | | $ | 5,237 | |
| Purchase of additional equity interest in subsidiary | — | | | — | | | | (33 | | ) | | — | | | | (2 | | ) | | (35 | | ) | | (76 | | ) | | (111 | | ) |
| Depreciation | 280 | | | | 281 | | | | 283 | | |
| Amortization of intangible assets | 159 | | | | 210 | | | | 355 | | |
| Deferred commissions | (30 | | ) | | 26 | | | | 17 | | |
| Purchase of additional equity interest in subsidiary | — | | | | — | | | | (111 | | ) |
| Proceeds from debt issuance, net of discount | — | | | | — | | | | 996 | | |
| Debt issuance costs | — | | | | — | | | | (7 | | ) |
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.
On October 9, 2014, we announced plans to separate our business into two independent publicly-traded companies: one focused on security and one focused on information management.
The transaction is intended to take the form of a tax-free distribution to Symantec shareholders of all of the capital stock of our information management business.
We expect to complete the legal separation on January 2, 2016, subject to market, regulatory and certain other conditions.
John Gannon has been appointed as General Manager of the information management business, and Don Rath has been appointed as acting Chief Financial Officer.
After the transaction, Michael Brown and Thomas Seifert will continue to lead Symantec as Chief Executive Officer and Chief Financial Officer, respectively.
Certain amounts in the 2014 and 2013 Consolidated Financial Statements within operating expenses have been reclassified to be comparable with classifications used in our 2015 Consolidated Financial Statements.
Segment reporting change
In fiscal 2015, we focused on managing our businesses as a portfolio and optimizing certain businesses for margin or growth.
As a result, beginning from the second quarter of fiscal 2015, we modified our segment reporting structure to match our new operating structure and how our Chief Operating Decision Maker ("CODM") reviews the business and allocates resources.
An excerpt. Shown here: 40 of 442 rewritten, 40 of 378 added and 40 of 193 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2016 filing and the FY2015 filing.