Item 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
(a)
1. Financial Statements
Upon written request, we will provide, without charge, a copy of this annual report, including the Consolidated Financial Statements and financial statement schedule. All requests should be sent to:
Symantec Corporation
Attn: Investor Relations
350 Ellis Street
Mountain View, California 94043
(650) 527-8000
The following documents are filed as part of this report:
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Symantec Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Symantec Corporation and subsidiaries (the Company) as of March 30, 2018 and March 31, 2017, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended March 30, 2018 and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of March 30, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 30, 2018 and March 31, 2017, and the results of their operations and their cash flows for each of the years in the three-year period ended March 30, 2018, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 30, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for their assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting under Item 9A.b. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of their inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Santa Clara, California
October 26, 2018
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SYMANTEC CORPORATION
CONSOLIDATED BALANCE SHEETS
(In millions, except par value per share amounts)
| March 30, 2018 | March 31, 2017 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,774 | $ | 4,247 | ||||
| Short-term investments | 388 | 9 | ||||||
| Accounts receivable, net | 809 | 649 | ||||||
| Other current assets | 522 | 419 | ||||||
| Total current assets | 3,493 | 5,324 | ||||||
| Property and equipment, net | 778 | 937 | ||||||
| Intangible assets, net | 2,643 | 3,004 | ||||||
| Goodwill | 8,319 | 8,627 | ||||||
| Other long-term assets | 526 | 282 | ||||||
| Total assets | $ | 15,759 | $ | 18,174 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 168 | $ | 180 | ||||
| Accrued compensation and benefits | 262 | 272 | ||||||
| Current portion of long-term debt | - | 1,310 | ||||||
| Deferred revenue | 2,368 | 2,353 | ||||||
| Other current liabilities | 372 | 507 | ||||||
| Total current liabilities | 3,170 | 4,622 | ||||||
| Long-term debt | 5,026 | 6,876 | ||||||
| Long-term deferred revenue | 735 | 434 | ||||||
| Deferred income tax liabilities | 592 | 2,401 | ||||||
| Long-term income taxes payable | 1,126 | 251 | ||||||
| Other long-term liabilities | 87 | 103 | ||||||
| Total liabilities | 10,736 | 14,687 | ||||||
| Commitments and contingencies (Note 15) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $0.01 par value: 1 shares authorized; 0 shares issued and outstanding | - | - | ||||||
| Common stock and additional paid-in capital, $0.01 par value: 3,000 shares authorized; 624 and 608 shares issued and outstanding as of March 30, 2018 and March 31, 2017, respectively | 4,691 | 4,236 | ||||||
| Accumulated other comprehensive income | 4 | 12 | ||||||
| Retained earnings (accumulated deficit) | 328 | (761 | ) | |||||
| Total stockholders’ equity | 5,023 | 3,487 | ||||||
| Total liabilities and stockholders’ equity | $ | 15,759 | $ | 18,174 | ||||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
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SYMANTEC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
| Year Ended | ||||||||||||
| March 30, 2018 | March 31, 2017 | April 1, 2016 | ||||||||||
| Net revenues | $ | 4,834 | $ | 4,019 | $ | 3,600 | ||||||
| Cost of revenues | 1,032 | 853 | 615 | |||||||||
| Gross profit | 3,802 | 3,166 | 2,985 | |||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing | 1,593 | 1,459 | 1,292 | |||||||||
| Research and development | 956 | 823 | 748 | |||||||||
| General and administrative | 574 | 564 | 295 | |||||||||
| Amortization of intangible assets | 220 | 147 | 57 | |||||||||
| Restructuring, transition and other costs | 410 | 273 | 136 | |||||||||
| Total operating expenses | 3,753 | 3,266 | 2,528 | |||||||||
| Operating income (loss) | 49 | (100 | ) | 457 | ||||||||
| Interest expense | (256 | ) | (208 | ) | (75 | ) | ||||||
| Gain on divestiture | 653 | - | - | |||||||||
| Other income (expense), net | (9 | ) | 46 | 10 | ||||||||
| Income (loss) from continuing operations before income taxes | 437 | (262 | ) | 392 | ||||||||
| Income tax expense (benefit) | (690 | ) | (26 | ) | 1,213 | |||||||
| Income (loss) from continuing operations | 1,127 | (236 | ) | (821 | ) | |||||||
| Income from discontinued operations, net of income taxes | 11 | 130 | 3,309 | |||||||||
| Net income (loss) | $ | 1,138 | $ | (106 | ) | $ | 2,488 | |||||
| Income (loss) per share — basic: | ||||||||||||
| Continuing operations | $ | 1.83 | $ | (0.38 | ) | $ | (1.23 | ) | ||||
| Discontinued operations | $ | 0.02 | $ | 0.21 | $ | 4.94 | ||||||
| Net income (loss) per share — basic | $ | 1.85 | $ | (0.17 | ) | $ | 3.71 | |||||
| Income (loss) per share — diluted: | ||||||||||||
| Continuing operations | $ | 1.69 | $ | (0.38 | ) | $ | (1.23 | ) | ||||
| Discontinued operations | $ | 0.02 | $ | 0.21 | $ | 4.94 | ||||||
| Net income (loss) per share — diluted(1) | $ | 1.70 | $ | (0.17 | ) | $ | 3.71 | |||||
| Weighted-average shares outstanding: | ||||||||||||
| Basic | 616 | 618 | 670 | |||||||||
| Diluted | 668 | 618 | 670 |
| (1) | Net income (loss) per share amounts may not add due to rounding. |
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The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
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SYMANTEC CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
| Year Ended | ||||||||||||
| March 30, 2018 | March 31, 2017 | April 1, 2016 | ||||||||||
| Net income (loss) | $ | 1,138 | $ | (106 | ) | $ | 2,488 | |||||
| Other comprehensive income (loss), net of taxes: | ||||||||||||
| Foreign currency translation adjustments: | ||||||||||||
| Translation adjustments | (4 | ) | (8 | ) | (6 | ) | ||||||
| Reclassification adjustments for net loss | 5 | - | 1 | |||||||||
| Net foreign currency translation adjustments | 1 | (8 | ) | (5 | ) | |||||||
| Unrealized gain (loss) on available-for-sale securities: | ||||||||||||
| Unrealized gain (loss) | (5 | ) | (2 | ) | 4 | |||||||
| Reclassification adjustments for realized net gain | (4 | ) | - | - | ||||||||
| Net unrealized gain (loss) on available-for-sale securities | (9 | ) | (2 | ) | 4 | |||||||
| Other comprehensive loss, net of taxes | (8 | ) | (10 | ) | (1 | ) | ||||||
| Comprehensive income (loss) | $ | 1,130 | $ | (116 | ) | $ | 2,487 | |||||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
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SYMANTEC CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except per share amounts)
| Common Stock and Additional Paid-In Capital | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) | Total Stockholders’ Equity | |||||||||||||||||
| Shares | Amount | |||||||||||||||||||
| Balance as of April 3, 2015 | 684 | $ | 6,101 | $ | 104 | $ | (270 | ) | $ | 5,935 | ||||||||||
| Net income | - | - | - | 2,488 | 2,488 | |||||||||||||||
| Other comprehensive loss | - | - | (1 | ) | - | (1 | ) | |||||||||||||
| Common stock issued under employee stock incentive plans | 15 | 65 | - | - | 65 | |||||||||||||||
| Shares withheld for taxes related to vesting of restricted stock units | (3 | ) | (68 | ) | - | - | (68 | ) | ||||||||||||
| Repurchases of common stock | (84 | ) | (1,868 | ) | - | - | (1,868 | ) | ||||||||||||
| Sale of Veritas | - | - | (81 | ) | - | (81 | ) | |||||||||||||
| Cash dividends declared ($4.60 per share of common stock) and dividend equivalents accrued | - | (212 | ) | - | (2,873 | ) | (3,085 | ) | ||||||||||||
| Equity component of convertible notes issued | - | 29 | - | - | 29 | |||||||||||||||
| Stock-based compensation | - | 245 | - | - | 245 | |||||||||||||||
| Income tax benefit from employee stock incentive plans | - | 17 | - | - | 17 | |||||||||||||||
| Balance as of April 1, 2016 | 612 | 4,309 | 22 | (655 | ) | 3,676 | ||||||||||||||
| Net loss | - | - | - | (106 | ) | (106 | ) | |||||||||||||
| Other comprehensive loss | - | - | (10 | ) | - | (10 | ) | |||||||||||||
| Common stock issued under employee stock incentive plans | 17 | 95 | - | - | 95 | |||||||||||||||
| Shares withheld for taxes related to vesting of restricted stock units | (3 | ) | (65 | ) | - | - | (65 | ) | ||||||||||||
| Common stock issued in connection with acquisitions | 3 | 38 | - | - | 38 | |||||||||||||||
| Equity awards assumed in acquisitions | - | 112 | - | - | 112 | |||||||||||||||
| Repurchases of common stock | (21 | ) | (500 | ) | - | - | (500 | ) | ||||||||||||
| Cash dividends declared ($0.30 per share of common stock) and dividend equivalents accrued | - | (191 | ) | - | - | (191 | ) | |||||||||||||
| Equity component of convertible notes issued | - | 12 | - | - | 12 | |||||||||||||||
| Stock-based compensation | - | 410 | - | - | 410 | |||||||||||||||
| Income tax benefit from employee stock incentive plans | - | 11 | - | - | 11 | |||||||||||||||
| Other | - | 5 | - | - | 5 | |||||||||||||||
| Balance as of March 31, 2017 | 608 | 4,236 | 12 | (761 | ) | 3,487 | ||||||||||||||
| Net income | - | - | - | 1,138 | 1,138 | |||||||||||||||
| Other comprehensive loss | - | - | (8 | ) | - | (8 | ) | |||||||||||||
| Common stock issued under employee stock incentive plans | 22 | 121 | - | - | 121 | |||||||||||||||
| Shares withheld for taxes related to vesting of restricted stock units | (4 | ) | (107 | ) | - | - | (107 | ) | ||||||||||||
| Equity awards assumed in acquisitions | - | 1 | - | - | 1 | |||||||||||||||
| Repurchases of common stock | (2 | ) | - | - | - | - | ||||||||||||||
| Cash dividends declared ($0.30 per share of common stock) and dividend equivalents accrued | - | (144 | ) | - | (49 | ) | (193 | ) | ||||||||||||
| Stock-based compensation | - | 584 | - | - | 584 | |||||||||||||||
| Balance as of March 30, 2018 | 624 | $ | 4,691 | $ | 4 | $ | 328 | $ | 5,023 | |||||||||||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
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SYMANTEC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| Year Ended | ||||||||||||
| March 30, 2018 | March 31, 2017 | April 1, 2016 | ||||||||||
| OPERATING ACTIVITIES: | ||||||||||||
| Net income (loss) | $ | 1,138 | $ | (106 | ) | $ | 2,488 | |||||
| Income from discontinued operations, net of income taxes | (11 | ) | (130 | ) | (3,309 | ) | ||||||
| Adjustments: | ||||||||||||
| Amortization and depreciation | 640 | 492 | 299 | |||||||||
| Impairments of long-lived assets | 81 | 49 | 10 | |||||||||
| Stock-based compensation expense | 610 | 440 | 161 | |||||||||
| Deferred income taxes | (1,848 | ) | (168 | ) | 1,082 | |||||||
| Gain on divestiture | (653 | ) | - | - | ||||||||
| Other | 71 | 32 | 8 | |||||||||
| Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||||||||||||
| Accounts receivable, net | (170 | ) | 45 | 38 | ||||||||
| Accounts payable | (4 | ) | (67 | ) | (69 | ) | ||||||
| Accrued compensation and benefits | (33 | ) | 20 | (7 | ) | |||||||
| Deferred revenue | 541 | 125 | 20 | |||||||||
| Income taxes payable | 880 | (871 | ) | 742 | ||||||||
| Other assets | (199 | ) | 84 | (52 | ) | |||||||
| Other liabilities | (86 | ) | (90 | ) | 51 | |||||||
| Net cash provided by (used in) continuing operating activities | 957 | (145 | ) | 1,462 | ||||||||
| Net cash used in discontinued operating activities | (7 | ) | (64 | ) | (660 | ) | ||||||
| Net cash provided by (used in) operating activities | 950 | (209 | ) | 802 | ||||||||
| INVESTING ACTIVITIES: | ||||||||||||
| Additions to property and equipment | (142 | ) | (70 | ) | (272 | ) | ||||||
| Payments for acquisitions, net of cash acquired | (401 | ) | (6,736 | ) | (4 | ) | ||||||
| Proceeds from divestiture, net of cash contributed and transaction costs | 933 | 7 | 6,535 | |||||||||
| Purchases of short-term investments | (436 | ) | - | (378 | ) | |||||||
| Proceeds from maturities and sales of short-term investments | 49 | 31 | 1,355 | |||||||||
| Other | (24 | ) | 2 | - | ||||||||
| Net cash provided by (used in) continuing investing activities | (21 | ) | (6,766 | ) | 7,236 | |||||||
| Net cash used in discontinued investing activities | - | - | (63 | ) | ||||||||
| Net cash provided by (used in) investing activities | (21 | ) | (6,766 | ) | 7,173 | |||||||
| FINANCING ACTIVITIES: | ||||||||||||
| Repayments of debt | (3,210 | ) | (90 | ) | (350 | ) | ||||||
| Proceeds from issuance of debt, net of issuance costs | - | 6,069 | 500 | |||||||||
| Net proceeds from sales of common stock under employee stock incentive plans | 121 | 95 | 65 | |||||||||
| Tax payments related to restricted stock units | (107 | ) | (65 | ) | (39 | ) | ||||||
| Dividends and dividend equivalents paid | (211 | ) | (222 | ) | (3,030 | ) | ||||||
| Repurchases of common stock | - | (500 | ) | (1,868 | ) | |||||||
| Payment for dissenting LifeLock shareholder settlement | (68 | ) | - | - | ||||||||
| Other | - | (7 | ) | (18 | ) | |||||||
| Net cash provided by (used in) continuing financing activities | (3,475 | ) | 5,280 | (4,740 | ) | |||||||
| Net cash used in discontinued financing activities | - | - | (30 | ) | ||||||||
| Net cash provided by (used in) financing activities | (3,475 | ) | 5,280 | (4,770 | ) | |||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | 73 | (41 | ) | (96 | ) | |||||||
| Change in cash and cash equivalents | (2,473 | ) | (1,736 | ) | 3,109 | |||||||
| Beginning cash and cash equivalents | 4,247 | 5,983 | 2,874 | |||||||||
| Ending cash and cash equivalents | $ | 1,774 | $ | 4,247 | $ | 5,983 | ||||||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
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SYMANTEC CORPORATION
Notes to the Consolidated Financial Statements
Note 1. Description of Business and Significant Accounting Policies
Business
Symantec Corporation (“Symantec,” the “Company,” “we,” “us,” and “our” refer to Symantec Corporation and all of its subsidiaries) is a global leader in cybersecurity. We provide security products, services and solutions to organizations and individuals. Our Integrated Cyber Defense platform helps enterprise, business and government customers unify cloud and on-premises security to protect against threats and safeguard information across every control point and attack vector. Our Cyber Safety Solutions (delivered through our Norton and LifeLock offerings) help consumers protect their information, identities, devices and networks at home and online.
Principles of consolidation
The accompanying consolidated financial statements of Symantec and our wholly-owned subsidiaries are prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation.
Fiscal calendar
We have a 52/53-week fiscal year ending on the Friday closest to March 31. Our fiscal years 2018, 2017 and 2016 were each 52-week years.
Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are based upon historical factors, current circumstances and the experience and judgment of management. Management evaluates its assumptions and estimates on an ongoing basis and may engage outside subject matter experts to assist in its valuations. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include those related to the allocation of revenue recognized and deferred amounts, valuation of business combinations including acquired intangible assets and goodwill, loss contingencies, and the recognition and measurement of current and deferred income taxes, including the measurement of uncertain tax positions.
Revenue recognition
General
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue is recognized net of allowances for returns, discounts, distributor incentives and end-user rebates, and any taxes collected from customers and subsequently remitted to governmental authorities.
For arrangements that include both software and non-software elements, we allocate revenue to the software deliverables as a group and non-software deliverables based on their relative selling
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prices. In such circumstances, we use a hierarchy to determine the fair value to be used for the relative selling price allocation: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence (“TPE”), and (iii) estimated selling price (“ESP”). VSOE is based on historical stand-alone sales or the stated renewal rate for maintenance in certain license arrangements. When we are unable to establish a selling price using VSOE or TPE, we use ESP in the allocation of arrangement consideration. The objective of ESP for non-software elements is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. The determination of ESP is made through consultation with and formal approval by our management, taking into consideration the go-to-market strategy, pricing factors and historical transactions.
For software arrangements that include multiple elements, including perpetual software licenses, maintenance, services, and packaged products with content updates and subscriptions, we allocate and defer revenue for the undelivered items based on VSOE of the fair value of the undelivered elements, and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as license revenue. When VSOE does not exist for serial undelivered items, the entire arrangement fee is recognized ratably over the performance period. When VSOE does not exist for a discrete undelivered item, consideration for the entire arrangement is deferred until that item is delivered.
For non-software arrangements that include multiple elements, we allocate revenue to each element based upon the relative selling price of each element. We use a hierarchy to determine the fair value to be used for the relative selling price allocation: (i) VSOE, (ii) TPE, and (iii) ESP. The revenue allocated to each element is recognized when all revenue recognition criteria are met for that element.
We expect our distributors and resellers to maintain adequate inventory of consumer packaged products to meet future customer demand, which is generally four or six weeks of customer demand based on recent buying trends. We ship product to our distributors and resellers at their request and based on valid purchase orders. Our distributors and resellers base the quantity of orders on their estimates to meet future customer demand, which may exceed the expected level of a four or six week supply. We offer limited rights of return if the inventory held by our distributors and resellers is below the expected level of a four or six week supply. We estimate reserves for product returns as described below. We typically offer rights of return if inventory held by our distributors and resellers exceeds the expected level. Because we cannot reasonably estimate the amount of excess inventory that will be returned, we primarily offset deferred revenue against trade accounts receivable for the amount of revenue in excess of the expected inventory levels.
Enterprise Security
Revenue for our Enterprise Security products is earned from arrangements that can include various combinations of software, hardware, and services, and sold directly to end-users or through a multi-tiered distribution channel. We offer channel rebates and marketing programs for our Enterprise Security products. Our estimated reserves for channel volume incentive rebates are based on distributors’ and resellers’ actual performance against the terms and conditions of volume incentive rebate programs, which are typically entered into quarterly. Our reserves for end-user rebates are estimated based on the terms and conditions of the promotional programs, actual sales during the promotion, the amount of actual redemptions received, historical redemption trends by product and by type of promotional program, and the value of the rebate. If actual redemptions differ from our estimates, differences may result in the amount and timing of our net revenues for any period presented. As of March 30, 2018 and March 31, 2017, we had reserves for Enterprise Security rebates and marketing programs of $6 million and $11 million, respectively.
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Consumer Digital Safety
We sell consumer products directly to end-users and consumer packaged software products through a multi-tiered distribution channel. For consumer products that include content updates, we recognize revenue ratably over the term of the subscription upon sell-through to end-users, as the subscription period commences on the date of sale to the end-user.
We offer channel and end-user rebates for our Consumer Digital Safety products. Our estimated reserves for channel volume incentive rebates are based on distributors’ and resellers’ actual performance against the terms and conditions of volume incentive rebate programs, which are typically entered into quarterly. Our reserves for end-user rebates are estimated based on the terms and conditions of the promotional program, actual sales during the promotion, the amount of actual redemptions received, historical redemption trends by product and by type of promotional program, and the value of the rebate. We estimate and record reserves for channel and end-user rebates as an offset to revenue or deferred revenue. As of March 30, 2018 and March 31, 2017, we had reserves for Consumer Digital Safety rebates of $21 million and $18 million, respectively. For consumer products that include content updates, rebates are recorded as a ratable offset to revenue or deferred revenue over the term of the subscription.
Fair value measurements
For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider assumptions that market participants would use when pricing the asset or liability.
The three levels of inputs that may be used to measure fair value are:
| • | Level 1: Quoted prices in active markets for identical assets or liabilities. |
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| • | Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in less active markets or model-derived valuations. All significant inputs used in our valuations, such as discounted cash flows, are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. |
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| • | Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. We monitor and review the inputs and results of these valuation models to help ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. |
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Assets measured and recorded at fair value
Cash equivalents. We consider all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents are carried at amounts that approximate fair value due to the short period of time to maturity.
Short-term investments. Short-term investments consist of investment and marketable equity securities that are classified as available-for-sale and recognized at fair value using Level 1 and Level 2 inputs, which are quoted using market prices, independent pricing vendors, or other sources, to determine the fair value. Unrealized gains and losses, net of tax, are included in accumulated other comprehensive income. We regularly review our investment portfolio to identify and evaluate
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investments that have indications of impairment. Factors considered in determining whether a loss is other-than-temporary include: the length of time and extent to which the fair value has been lower than the cost basis, the financial condition and near-term prospects of the investee, credit quality, likelihood of recovery, and our ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.
Derivatives not designated as hedges. We have entered into foreign exchange forward contracts with up to 6 months in duration to mitigate our foreign currency risk. These foreign exchange forward contracts are derivatives not designated as hedges and recognized at fair value using Level 2 inputs to determine the fair value.
Non-marketable equity investments
We make equity investments in privately-held companies, which includes the B common shares we received as a portion of the net consideration in the sale of our information management business, Veritas Technology LLC (“Veritas”), and the outstanding common stock of DigiCert Parent Inc. (“DigiCert”) we received as a portion of the net consideration in the sale of our website security (“WSS”) and public key infrastructure (“PKI”) solutions. We account for the investment in Veritas under the cost method of accounting. We account for the investment in DigiCert under the equity method and record our interest in the net earnings (loss) of DigiCert based on the most recently available financial statements of DigiCert, which are provided to us on a three-month lag, along with adjustments for amortization of basis differences, in Other income (expense), net in our Consolidated Statements of Operations.
We assess the recoverability of our non-marketable equity investments by reviewing various indicators of impairment. If indicators are present, a fair value measurement is made by performing a discounted cash flow analysis of the investment. If a decline in value is determined to be other-than-temporary, impairment is recognized and included in Other income (expense), net.
Accounts receivable
Accounts receivable are recorded at the invoiced amount and are not interest bearing. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible receivables. We review our accounts receivables by aging category to identify specific customers with known disputes or collectability issues. In addition, we maintain an allowance for all other receivables not included in the specific reserve by applying specific percentages of projected uncollectible receivables to the various aging categories. In determining these percentages, we use judgment based on our historical collection experience and current economic trends. We also offset deferred revenue against accounts receivable when channel inventories are in excess of specified levels and for transactions where collection of a receivable is not considered probable.
Property and equipment
Property, equipment, and leasehold improvements are stated at cost, net of accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives. Estimated useful lives for financial reporting purposes are as follows: buildings, 20 to 30 years; building improvements, 7 to 20 years; leasehold improvements, the lesser of the life of the improvement or the initial lease term; computer hardware and software, and office furniture and equipment, 3 to 5 years.
Software development costs
The costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at
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which time any additional costs would be capitalized in accordance with the accounting guidance for software. Because our current process for developing software is essentially completed concurrently with the establishment of technological feasibility, which occurs upon the completion of a working model, no costs have been capitalized for any of the periods presented.
Internal-use software development costs
We capitalize qualifying costs incurred during the application development stage related to software developed for internal-use and enterprise cloud computing services, and amortize them over the estimated useful life of 3 years. We expense costs incurred related to the planning and post-implementation phases of development as incurred. As of March 30, 2018 and March 31, 2017, capitalized costs, net of amortization, were $100 million.
Business combinations
We use the acquisition method of accounting under the authoritative guidance on business combinations. We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Each acquired company’s operating results are included in our Consolidated Financial Statements starting on the date of acquisition.
Goodwill
Goodwill is recorded when consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired.
We perform an impairment assessment of goodwill at the reporting unit level at least annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that the asset may be impaired. For purpose of testing goodwill for impairment, we established reporting units based on our current reporting structure and our goodwill was allocated to the Enterprise Security and Consumer Digital Safety reporting units. 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. 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 connection with the sale of WSS and PKI solutions, on August 2, 2017, we performed a quantitative test at the reporting unit level and determined the fair value substantially exceeded the carrying amount of each reporting unit and, therefore, found no impairment of goodwill. In addition, in the fourth quarter of the fiscal year ended March 30, 2018, we performed a qualitative assessment and concluded that it is more likely than not that the fair values are more than their carrying values. Accordingly, there was no indication of impairment, and further quantitative testing was not required.
Long-lived assets
In connection with our acquisitions, we generally recognize assets for customer relationships, developed technology, finite-lived trade names, patents, and indefinite-lived trade names. Finite-lived intangible assets are carried at cost less accumulated amortization. Such amortization is provided on a straight-line basis over the estimated useful lives of the respective assets, generally from 1 to 11 years.
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Amortization for developed technology is recognized in cost of revenue. Amortization for customer relationships and certain trade names is recognized in operating expenses. Indefinite-lived intangible assets are not subject to amortization but instead tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Long-lived assets, including intangible assets and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets. An impairment loss is recognized when estimated undiscounted future cash flows generated from the assets are less than their carrying amount. Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value.
Debt
Our debt includes senior unsecured notes, senior term loans, convertible senior notes, and a senior unsecured revolving credit facility. Our senior unsecured notes are recorded at par value at issuance less a discount representing the amount by which the face value exceeds the fair value at the date of issuance and an amount which represents issuance costs. Our senior term loans are recorded at par value less debt issuance costs, which are recorded as a reduction in the carrying value of the debt. Our convertible senior notes are recorded at par value less the fair value of the equity component of the notes, at their issuance date, determined using Level 2 inputs and less any issuance costs. The discount and issuance costs associated with the various notes are amortized using the effective interest rate method over the term of the debt as a non-cash charge to interest expense. Borrowings under our revolving credit facility, if any, are recognized at principal balance plus accrued interest based upon stated interest rates. Debt maturities are classified as current liabilities on our Consolidated Balance Sheets if we are contractually obligated to repay them in the next twelve months or, prior to the balance sheet date, we have the authorization and intent to repay them prior to their contractual maturities and within the next twelve months.
Restructuring
Restructuring actions generally include significant actions involving employee-related severance charges and contract termination costs. Employee-related severance charges are largely based upon substantive severance plans, while some charges result from mandated requirements in certain foreign jurisdictions. These charges are reflected in the period when both the actions are probable and the amounts are estimable. Contract termination costs for leased facilities primarily reflect costs that will continue to be incurred under the contract for its remaining term without economic benefit to us. These charges are reflected in the period when the facility ceases to be used.
Income taxes
We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards in each jurisdiction in which we operate. We measure deferred tax assets and liabilities using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.
We also assess the likelihood that deferred tax assets will be realized from future taxable income and, based on this assessment establish a valuation allowance, if required. The determination of our
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valuation allowance involves assumptions, judgments and estimates, including forecasted earnings, future taxable income, and the relative proportions of revenue and income before taxes in the various domestic and international jurisdictions in which we operate. To the extent we establish a valuation allowance or change the valuation allowance in a period, we reflect the change with a corresponding increase or decrease to our tax.
Stock-based compensation
We measure and recognize stock-based compensation for all stock-based awards, including restricted stock units (“RSU”), performance-based restricted stock units (“PRU”), stock options, and rights to purchase shares under our employee stock purchase plan (“ESPP”), based on their estimated fair value on the grant date. We recognize the costs in our financial statements on a straight-line basis over the award’s requisite service period except for PRUs with graded vesting, for which we recognize the costs on a graded basis. For awards with performance conditions, the amount of compensation cost we recognize over the requisite service period is based on the actual or estimated achievement of the performance condition. We estimate the number of stock-based awards that will be forfeited due to employee turnover.
The fair value of each RSU and PRU that does not contain a market condition is equal to the market value of our common stock on the date of grant. The fair value of each PRU that contains a market condition is estimated using the Monte Carlo simulation option pricing model. The fair values of RSUs and PRUs are not discounted by the dividend yield because our RSUs and PRUs include dividend-equivalent rights (“DER”). We use the Black-Scholes model to determine the fair value of unvested stock options assumed in acquisitions and the fair value of rights to acquire shares of common stock under our ESPP. The Black-Scholes valuation model incorporates a number of variables, including our expected stock price volatility over the expected life of the awards, actual and projected employee exercise and forfeiture behaviors, risk-free interest rates, and expected dividends.
We have certain liability-classified stock-based compensation awards for which the service inception date precedes the grant date. For these awards, we recognize stock-based compensation expense on a straight-line basis over the service period. The liability is reclassified to Additional paid-in capital in our Consolidated Balance Sheets when the award is granted. There is no substantive future service period that exists at the grant date for these awards.
Foreign currency
For foreign subsidiaries whose functional currency is the local currency, assets and liabilities are translated to U.S. dollars at exchange rates in effect at the balance sheet date. Gains and losses resulting from translation of these foreign currency financial statements into U.S. dollars are recorded in accumulated other comprehensive income (“AOCI”). Remeasurement adjustments are recorded in Other income (expense), net.
Concentrations of risk
A significant portion of our revenue is derived from international sales and independent agents and distributors. Fluctuations of the U.S. dollar against foreign currencies, changes in local regulatory or economic conditions, piracy, or nonperformance by independent agents or distributors could adversely affect our operating results.
Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, short-term investments, and trade accounts receivable. Our investment policy limits the amount of credit risk exposure to any one issuer and to any one country. The credit risk in our
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trade accounts receivable is substantially mitigated by our credit evaluation process, reasonably short collection terms, and the geographical dispersion of sales transactions. Customers which are distributors that accounted for over 10% of our net accounts receivable, are as follows:
| March 30, 2018 | March 31, 2017 | |||||||
| Customer A | 22 | % | 12 | % | ||||
| Customer B | 15 | % | - | |||||
| Customer C | - | 14 | % |
Advertising and other promotional costs
Advertising and other promotional costs are charged to operations as incurred and included in sales and marketing expenses. These costs totaled $360 million, $212 million, and $211 million for fiscal 2018, 2017, and 2016, respectively.
Contingencies
We evaluate contingent liabilities including threatened or pending litigation in accordance with the authoritative guidance on contingencies. We assess the likelihood of any adverse judgments or outcomes from potential claims or proceedings, as well as potential ranges of probable losses, when the outcomes of the claims or proceedings are probable and reasonably estimable. A determination of the amount of an accrual required, if any, for these contingencies is made after the analysis of each separate matter. Because of uncertainties related to these matters, we base our estimates on the information available at the time of our assessment. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates.
Sales commissions
Sales commissions that are incremental and directly related to customer sales contracts in which revenue is deferred are accrued and capitalized upon execution of a non-cancelable customer contract, and subsequently expensed over the term of such contract in proportion to the related future revenue streams.
Reclassification
Certain amounts in the prior years have been reclassified to conform to the current year presentation.
Note 2. Recent Accounting Standards
Recently adopted authoritative guidance
Employee Stock-Based Compensation. In the first quarter of fiscal 2018, we adopted new guidance to simplify accounting for share-based payment transactions. Prior to adoption, excess tax benefits resulting from the difference between the deduction for tax purposes and the compensation costs recognized for financial reporting were not recognized until the deduction reduced taxes payable. As a result of the new guidance, we now recognize excess tax benefits or deficiencies in the period in which the award vests. We elected to continue to estimate forfeitures rather than record the forfeitures as they occur. We adopted the change in recognizing excess tax benefits using the modified retrospective method. We also elected to retrospectively apply the change in presentation of excess
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tax benefits recognized related to stock-based compensation expense in our Consolidated Statements of Cash Flows from financing activities to operating activities. The cumulative effect of adopting the new accounting guidance was not material.
Recently issued authoritative guidance not yet adopted
Revenue Recognition — Contracts with Customers. In May 2014, the Financial Accounting Standards Board (“FASB”) issued new authoritative guidance for revenue from contracts with customers. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration that the company expects to receive in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation.
The new guidance may be applied retrospectively to each prior period presented or retrospectively with cumulative effect recognized in retained earnings as of the date of adoption. We will adopt the new standard on a modified retrospective basis in the first quarter of fiscal 2019 and will apply the new standard to contracts that are not completed as of March 31, 2018.
We expect that the most significant impact on revenues relates to arrangements in our Enterprise Security segment that include multiple elements, such as hardware, perpetual software licenses, term-based software license subscriptions, maintenance, and services. We expect the new standard will impact the pattern and timing of the recognition for these Enterprise Security sales arrangements. We expect that revenues related to certain term-based software licenses with distinct deliverables, which are recognized ratably over the contract term under the current accounting standards, will have a portion of the arrangement fee recognized at a point in time under the new standard. In addition, revenues related to certain perpetual software licenses with interrelated deliverables, which are recognized at a point in time under the current accounting standards, will be recognized ratably over the estimated performance period under the new standard. We also expect there will be an impact to the timing and amount of revenue recognized in our software arrangements, where revenue was allocated to undelivered elements based on a residual basis under current guidance, but will be allocated based on a relative value basis under the new standard.
We expect that under the new standard revenue recognized for arrangements for (1) term-based software licenses with interrelated content updates and other deliverables, (2) cloud-delivered products and (3) maintenance and support will continue to be recognized ratably over the term of the arrangement, and that revenues related to arrangements that include perpetual software licenses and hardware with distinct deliverables will continue to be recognized upon delivery.
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The table below summarizes the timing of when revenue will typically be recognized under the new revenue standard for these major areas:
| Performance Obligation | When Performance Obligations is Typically Satisfied | |
| Products and services transferred at a point in time: | ||
| License with distinct deliverables | When software activation keys have been made available for download | |
| Hardware with distinct deliverables | When control of the product passes to the customer; typically upon shipment | |
| Products and services transferred over time: | ||
| License with interrelated deliverables | Over the expected performance term, beginning on the date that software activation keys are made available to the customer | |
| Cloud hosted solutions | Over the contract term, beginning on the date that service is made available to the customer | |
| Support and maintenance | Ratably over the course of the service term | |
| Professional services | As the services are provided |
We do not expect that revenues related to Consumer Digital Safety solutions will be significantly impacted and will continue to be primarily recognized ratably over the term of the arrangement.
As a result of adopting the new standard on a modified retrospective basis and applied to contracts that are not completed as of March 31, 2018, the net impact of the changes related to revenue recognition will result in a decrease of deferred revenue as of March 30, 2018 of approximately $169 million, with the offset to retained earnings, primarily related to Enterprise Security contracts.
In addition, under current accounting standards, we have historically capitalized costs associated with obtaining a contract (most significantly sales commissions) and amortized them over the term of the related contract in proportion to the related revenue streams. As a result of adopting the new standard, sales commissions that are incremental to obtaining a customer contract for which revenue is deferred will be accrued and capitalized, and subsequently amortized to sales and marketing expense on a straight-line basis over three years, the expected period of benefit. In arriving at the average period of benefit, we will evaluate both qualitative and quantitative factors which include historical customer renewal rates, anticipated renewal periods, and the estimated useful life of the underlying product sold as part of the transaction. Commissions paid on renewals of support and maintenance are not commensurate with the initial commissions paid, and therefore the amortization period of commissions for initial contracts will consider the estimated term of specific anticipated renewal contracts over the life of the customer. The impact of this change will result in an increase of unamortized direct selling costs as of March 30, 2018 of $49 million, with the offset to retained earnings.
The impact of the adoption of the new standard on income taxes will also result in an increase of deferred income tax liabilities of approximately $47 million and an increase of accounts receivable of approximately $24 million as of March 30, 2018. We do not expect that the adoption of this standard will impact our operating cash flows.
Financial Instruments — Recognition and Measurement. In January 2016, the FASB issued new authoritative guidance on financial instruments. The new guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure.
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The new guidance will be effective for us in our first quarter of fiscal 2019. For substantially all of our portfolio, we have elected to use the measurement alternative, defined as cost, less impairments, adjusted by observable price changes. Based on the composition of our investment portfolio, the adoption of this guidance is not expected to have a material impact on our Consolidated Financial Statements.
Leases. In February 2016, the FASB issued new guidance on lease accounting which will require lessees to recognize assets and liabilities on their balance sheet for the rights and obligations created by operating leases and will also require disclosures designed to give users of financial statements information on the amount, timing, and uncertainty of cash flows arising from leases. The new guidance will be effective for us in our first quarter of fiscal 2020. Early adoption is permitted but we do not plan to adopt the provisions of the new guidance early. We are currently in the assessment phase to determine the adoption methodology and are evaluating the impact of this new standard on our Consolidated Financial Statements and disclosures. We expect that most of our operating lease commitments will be subject to the new standard and recognized as lease liabilities and right-of-use assets upon adoption, which will increase the total assets and total liabilities we report. We are evaluating the impact to our Consolidated Financial Statements as it relates to other aspects of the business.
Credit Losses. In June 2016, the FASB issued new authoritative guidance on credit losses, which changes the impairment model for most financial assets and certain other instruments. For trade receivables and other instruments, we will be required to use a new forward-looking “expected loss” model. Additionally, for available-for-sale debt securities with unrealized losses, we will measure credit losses in a manner similar to today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The standard will be effective for us in our first quarter of fiscal 2021. We are currently evaluating the impact of the adoption of this guidance on our Consolidated Financial Statements.
Income Taxes — Intra-Entity Asset Transfers Other Than Inventory. In October 2016, the FASB issued new authoritative guidance that requires entities to immediately recognize the tax consequences of intercompany asset transfers, excluding inventory, at the transaction date, rather than deferring the tax consequences under current GAAP. We will adopt this new guidance in the first quarter of fiscal 2019 using a modified retrospective transition method. The adoption of this guidance will result in a cumulative-effect adjustment of a $742 million increase to retained earnings, consisting primarily of additional deferred tax assets related to an intra-entity sale of intangible assets in periods prior to adoption, partially offset by the write-off of income tax consequences deferred from pre-adoption intra-entity transfers and other liabilities for amounts not recognized under current GAAP.
Accumulated Other Comprehensive Income. In February 2018, the FASB issued new authoritative guidance that will permit entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of the Act to retained earnings. The amendment will be effective for us in our first quarter of fiscal 2020. Early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our Consolidated Financial Statements.
Although there are several other new accounting pronouncements issued or proposed by the FASB that we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had, or will have, a material impact on our consolidated financial position, operating results or disclosures.
Note 3. Acquisitions and Divestitures
Fiscal 2018 acquisitions
Fireglass Ltd. and Skycure Ltd. acquisitions
In July 2017, we completed our acquisitions of Israel-based Fireglass Ltd. (“Fireglass”) and Skycure Ltd. (“Skycure”). Fireglass provides agentless isolation solutions that prevent ransomware,
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malware, and phishing threats in real-time from reaching user endpoints or the corporate network. With this acquisition, we further strengthened our enterprise security strategy to deliver an Integrated Cyber Defense platform and extended our participation in the Secure Web Gateway and Email protection markets delivered both on premises and in the cloud. Skycure provides mobile threat defense for devices running modern operating systems, including iOS and Android. This acquisition extends our endpoint security capabilities. With the addition of Skycure, our Integrated Cyber Defense Platform now enables visibility into and control over all endpoint devices, including mobile devices, whether corporate owned or bring your own device. The total aggregate consideration for these acquisitions, primarily consisting of cash, was $345 million, net of $15 million cash acquired.
Our allocation of the aggregate purchase price for these two acquisitions as of July 24, 2017, was as follows:
| (In millions, except useful lives) | Fair Value | Weighted-Average Estimated Useful Life | ||||||
| Developed technology | $ | 123 | 5.5 years | |||||
| Customer relationships | 11 | 7.0 years | ||||||
| Goodwill | 247 | |||||||
| Deferred income tax liabilities | (35 | ) | ||||||
| Other liabilities | (1 | ) | ||||||
| Total purchase price | $ | 345 | ||||||
The goodwill arising from the acquisitions is attributed to the expected synergies, including revenue benefits that are expected to be generated by combining Fireglass and Skycure with Symantec. A portion of the goodwill recognized is expected to be deductible for tax purposes. See Note 4 for more information on goodwill.
Other fiscal 2018 acquisitions
During fiscal 2018, in addition to the acquisitions mentioned above, we completed acquisitions of other companies for an aggregate purchase price of $66 million, net of $1 million cash acquired. Of the aggregate purchase price, $48 million was recorded to goodwill.
Pro forma results of operations for our fiscal 2018 acquisitions have not been presented because they were not material to our consolidated results of operations, either individually or in the aggregate.
Fiscal 2017 acquisitions
Blue Coat, Inc. acquisition
On August 1, 2016, we acquired all of the outstanding common stock of Blue Coat, Inc. (“Blue Coat”), a provider of advanced web security solutions for global enterprises and governments. The addition of Blue Coat’s suite of network and cloud security products to our innovative Enterprise Security product portfolio has enhanced our threat protection and information protection products while providing us with complementary products, such as advanced web and cloud security solutions, that address the network and cloud security needs of enterprises.
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The total consideration for the acquisition of Blue Coat was approximately $4.7 billion, net of cash acquired, and consisted of the following:
| (In millions) | ||||
| Cash payments, net of cash acquired | $ | 3,783 | ||
| Issuance of Symantec 2.0% convertible debt to Bain Capital Funds (selling shareholder) | 750 | |||
| Fair value of vested assumed stock options | 102 | |||
| Common stock issued | 38 | |||
| Total | $ | 4,673 | ||
Our allocation of the purchase price, based on the fair values of the assets acquired and liabilities assumed was as follows:
| (In millions) | ||||
| Assets: | ||||
| Current assets | $ | 190 | ||
| Intangible assets | 1,608 | |||
| Goodwill | 4,084 | |||
| Other long-term assets | 63 | |||
| Liabilities: | ||||
| Other current liabilities | (113 | ) | ||
| Deferred revenue | (220 | ) | ||
| Deferred tax liabilities | (920 | ) | ||
| Other long-term obligations | (19 | ) | ||
| Total | $ | 4,673 | ||
The goodwill of $4.1 billion arising from the acquisition is attributed to the expected synergies, including future cost efficiencies, and other benefits that are expected to be generated by combining Symantec and Blue Coat. The goodwill recognized is not deductible for tax purposes. See Note 4 for more information on goodwill.
Identified intangible assets and their respective useful lives were as follows:
| (In millions, except for useful lives) | Fair Value | Weighted-Average Estimated Useful Life | ||||
| Customer relationships | $ | 844 | 7.0 years | |||
| Developed technology and patents | 739 | 4.3 years | ||||
| Finite-lived trade names | 4 | 2.0 years | ||||
| Product backlog | 2 | 0.3 years | ||||
| Total identified finite-lived intangible assets | 1,589 | |||||
| In-process research and development | 19 | N/A | ||||
| Total identified intangible assets | $ | 1,608 | ||||
The fair value of in-process research and development (“IPR&D”) was determined using the relief-from-royalty method. A key assumption of this method is a hypothetical technology licensing rate applied to forecasted revenue. The premise associated with this valuation method is that, in lieu of ownership of the asset, a market participant would be willing to pay a licensing fee for the use of that asset.
Our results of continuing operations in fiscal 2017 included $427 million of net revenues attributable to Blue Coat products beginning August 1, 2016. It was impracticable to determine the amounts of net income attributable to Blue Coat as we integrated Blue Coat with our ongoing
operations. Net revenues and costs related to the Blue Coat products were included in our Enterprise
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Security segment results since the acquisition. Transaction costs of $48 million incurred by Symantec in connection with the acquisition were included in operating expenses in our Consolidated Statements of Operations during fiscal 2017. See Note 14 for more information on our segments.
LifeLock, Inc. acquisition
On February 9, 2017, we completed the acquisition of LifeLock, Inc. (“LifeLock”) a provider of proactive identity theft protection services for consumers and consumer risk management services for enterprises, for approximately $2.3 billion in total consideration. LifeLock’s services are provided on a monthly or annual subscription basis and provide identification and notification of identity-related and other events and assist users in remediating their impact.
The total consideration for the acquisition of LifeLock was approximately $2.3 billion, net of cash acquired, and consisted of the following:
| (In millions) | ||||
| Cash payments, net of cash acquired | $ | 2,204 | ||
| Fair value of vested assumed equity awards | 10 | |||
| Liability assumed for dissenting shareholders | 68 | |||
| Other liabilities | 1 | |||
| Total | $ | 2,283 | ||
In connection with this acquisition, we recognized a liability of $68 million for a claim related to appraisal rights by a LifeLock stockholder, which we settled in the second quarter of fiscal 2018 for $74 million in cash. The $6 million paid in addition to the recognized liability was recorded to general and administrative expense in our Consolidated Statements of Operations.
Our allocation of the purchase price, based on the fair values of the assets acquired and liabilities assumed was as follows:
| (In millions) | ||||
| Assets: | ||||
| Current assets | $ | 123 | ||
| Intangible assets | 1,247 | |||
| Goodwill | 1,397 | |||
| Other long-term assets | 75 | |||
| Liabilities: | ||||
| Deferred revenue | (96 | ) | ||
| Other current liabilities | (62 | ) | ||
| Deferred tax liabilities | (387 | ) | ||
| Other long-term obligations | (14 | ) | ||
| Total | $ | 2,283 | ||
The goodwill arising from the acquisition is attributed to the expected synergies, including future cost efficiencies, and other benefits that are expected to be generated by combining Symantec and LifeLock. The goodwill recognized is not deductible for tax purposes. See Note 4 for more information on goodwill.
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Identified intangible assets and their respective useful lives were as follows:
| (In millions, except for useful lives) | Fair Value | Weighted-Average Estimated Useful Life | ||||
| Customer relationships | $ | 532 | 7.0 years | |||
| Developed technology | 126 | 5.0 years | ||||
| Finite-lived trade names and other | 6 | 5.9 years | ||||
| Total identified finite-lived intangible assets | 664 | |||||
| Indefinite-lived trade names | 583 | N/A | ||||
| Total identified intangible assets | $ | 1,247 | ||||
The impact of this acquisition on our operating results for fiscal 2017 included $72 million and $98 million, of net revenues and a pre-tax loss, respectively, attributable to LifeLock beginning February 9, 2017. LifeLock’s revenues of $67 million and $5 million were included in our Consumer Digital Safety and Enterprise Security segment results, respectively, during fiscal 2017. Transaction costs of $21 million incurred by Symantec in connection with the acquisition were included in operating expenses in our Consolidated Statements of Operations during fiscal 2017. See Note 14 for more information on our segments.
Unaudited combined pro forma information
The unaudited pro forma financial results combine the historical results of Symantec, Blue Coat and LifeLock for fiscal years 2017 and 2016. The results include the effects of pro forma adjustments as if Blue Coat and LifeLock were acquired at the beginning of our 2016 fiscal year and include adjustments for amortization of acquired intangible assets, stock-based compensation, commissions, interest on debt used to finance the acquisition, and acquisition-related transaction costs, as well as for the income tax effect of these pro forma adjustments.
The unaudited pro forma financial results presented below do not include any anticipated synergies or other expected benefits of the acquisitions. These pro forma results are presented for informational purposes only and are not indicative of future operations or results that would have been achieved had the acquisition been completed as of the beginning of our 2016 fiscal year. The following table summarizes the pro forma financial information:
| Year Ended | ||||||||
| (In millions) | March 31, 2017 | April 1, 2016 | ||||||
| Net revenues | $ | 4,817 | $ | 4,803 | ||||
| Net income (loss) | $ | (174 | ) | $ | 1,791 |
Fiscal 2018 Divestiture
Website Security and Public Key Infrastructure solutions
On October 31, 2017, we completed the sale of our WSS and PKI solutions of our Enterprise Security segment to DigiCert. In accordance with the terms of the agreement, we received aggregate consideration of $1.1 billion, consisting of approximately $951 million in cash and shares of common stock representing an approximate 28% interest in the outstanding common stock of DigiCert valued at $160 million as of October 31, 2017.
We determined the estimated fair value of our equity investment with the assistance of valuations performed by third party specialists and estimates made by management. We utilized a combination of the income approach based on a discounted cash flow method and market approach based on the guideline public company method that focuses on comparing DigiCert to reasonably similar publicly traded companies. See Note 6 for additional information regarding our equity investment.
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As of the transaction close date, the carrying amounts of the major classes of assets and liabilities associated with the divestiture of our WSS and PKI solutions were as follows:
| (In millions) | ||||
| Assets: | ||||
| Cash and cash equivalents | $ | 2 | ||
| Accounts receivable, net | 34 | |||
| Goodwill and intangible assets, net | 670 | |||
| Other assets | 40 | |||
| Total assets | 746 | |||
| Liabilities: | ||||
| Deferred revenue | 285 | |||
| Other liabilities | 11 | |||
| Total liabilities | $ | 296 | ||
As of the transaction close date, we also had $8 million in cumulative currency translation losses related to subsidiaries that were sold, which was reclassified from AOCI to the gain on divestiture. In addition, we incurred direct costs of $8 million, which was netted against the gain on divestiture, and tax expense of $123 million.
The following table presents the gain before income taxes associated with the divestiture:
| (In millions) | ||||
| Gain on sale of short-term investment | $ | 7 | ||
| Gain on sale of other assets and liabilities | 646 | |||
| Total gain on divestiture | $ | 653 | ||
The gain on sale of short-term investment represents the gain on the sale of a short-term investment that was included in the transaction and resulted in the reclassification on the transaction close date of $7 million of unrealized gains from AOCI to the gain on divestiture.
The following table presents the income before income taxes for our WSS and PKI solutions for the periods indicated:
| Year Ended | ||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| Income before income taxes | $ | 66 | $ | 206 |
Fiscal 2016 Divestiture
Veritas
On January 29, 2016, we completed the sale of Veritas. 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 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. 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.
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In connection with the divestiture of Veritas, we entered into transition service agreements with Veritas pursuant to which we provide Veritas certain limited services including financial support services, information technology services, and access to facilities, and Veritas provides us certain limited financial support services. These agreements commenced with the close of the transaction and expire at various dates through fiscal 2019. Income, net of direct cost, for all services provided to Veritas were approximately $0 million, $22 million and $8 million during fiscal 2018, 2017 and 2016, respectively, which were presented as part of Other income (expense), net in the Consolidated Statements of Operations.
We have retained various customer relationships and contracts that were reported historically as a part of the Veritas business. Approximately $24 million and $71 million related to these relationships and contracts have been reported as part of our deferred revenue in the Consolidated Balance Sheets as of March 30, 2018 and March 31, 2017, respectively, along with an asset representing the service and maintenance rights we have under an agreement with Veritas of $8 million and $41 million, respectively. These balances are being amortized to discontinued operations through the remaining term of the underlying contracts.
The following table presents information regarding certain components of income from discontinued operations, net of income taxes:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Net revenues | $ | 54 | $ | 172 | $ | 1,968 | ||||||
| Cost of revenues | (23 | ) | (15 | ) | (334 | ) | ||||||
| Operating expenses | (21 | ) | (26 | ) | (1,270 | ) | ||||||
| Gain on sale of Veritas | - | 31 | 4,060 | |||||||||
| Other income, net | - | 1 | 3 | |||||||||
| Income from discontinued operations before income taxes | 10 | 163 | 4,427 | |||||||||
| Income tax expense (benefit) | (1 | ) | 33 | 1,118 | ||||||||
| Income from discontinued operations, net of income taxes | $ | 11 | $ | 130 | $ | 3,309 | ||||||
During fiscal 2017 we received additional payments which represented purchase price adjustments for the sale of Veritas.
Note 4. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill by segment are as follows:
| (In millions) | Enterprise Security | Consumer Digital Safety | Total | |||||||||
| Balance as of April 1, 2016 | $ | 1,917 | $ | 1,231 | $ | 3,148 | ||||||
| Acquisition of Blue Coat | 4,083 | - | 4,083 | |||||||||
| Acquisition of LifeLock | 83 | 1,318 | 1,401 | |||||||||
| Translation and other adjustments | (5 | ) | - | (5 | ) | |||||||
| Balance as of March 31, 2017 | 6,078 | 2,549 | 8,627 | |||||||||
| Acquisitions | 256 | 39 | 295 | |||||||||
| Divestiture of WSS and PKI solutions | (606 | ) | - | (606 | ) | |||||||
| Translation and other adjustments | 6 | (3 | ) | 3 | ||||||||
| Balance as of March 30, 2018 | $ | 5,734 | $ | 2,585 | $ | 8,319 | ||||||
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Intangible assets, net
| March 30, 2018 | March 31, 2017 | |||||||||||||||||||||||
| (In millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| Customer relationships | $ | 1,462 | $ | (357 | ) | $ | 1,105 | $ | 1,646 | $ | (322 | ) | $ | 1,324 | ||||||||||
| Developed technology | 1,037 | (361 | ) | 676 | 1,006 | (229 | ) | 777 | ||||||||||||||||
| Finite-lived trade names and other | 13 | (8 | ) | 5 | 46 | (26 | ) | 20 | ||||||||||||||||
| Total finite-lived intangible assets | 2,512 | (726 | ) | 1,786 | 2,698 | (577 | ) | 2,121 | ||||||||||||||||
| Indefinite-lived trade names | 852 | - | 852 | 864 | - | 864 | ||||||||||||||||||
| In-process research and development | 5 | - | 5 | 19 | - | 19 | ||||||||||||||||||
| Total intangible assets | $ | 3,369 | $ | (726 | ) | $ | 2,643 | $ | 3,581 | $ | (577 | ) | $ | 3,004 | ||||||||||
In the fourth quarter of fiscal 2018, we reclassified in-process research and development assets of $14 million to developed technology as the related project was completed. Amortization will begin in fiscal 2019.
Amortization expense for purchased intangible assets is summarized below:
| Year Ended | Statements of Operations Classification | |||||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||||||
| Customer relationships and other | $ | 220 | $ | 147 | $ | 57 | Operating expenses | |||||||||
| Developed technology | 233 | 145 | 28 | Cost of revenues | ||||||||||||
| Total | $ | 453 | $ | 292 | $ | 85 | ||||||||||
As of March 30, 2018, future amortization expense related to intangible assets that have finite lives is as follows by fiscal year:
| (In millions) | March 30, 2018 | |||
| 2019 | $ | 439 | ||
| 2020 | 434 | |||
| 2021 | 323 | |||
| 2022 | 262 | |||
| 2023 | 220 | |||
| Thereafter | 108 | |||
| Total | $ | 1,786 | ||
See Note 3 for more information on our acquisitions and divestiture.
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Note 5. Supplementary Information
Cash and cash equivalents:
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| Cash | $ | 1,016 | $ | 1,183 | ||||
| Cash equivalents | 758 | 3,064 | ||||||
| Total cash and cash equivalents | $ | 1,774 | $ | 4,247 | ||||
Accounts receivable, net:
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| Accounts receivable | $ | 814 | $ | 657 | ||||
| Allowance for doubtful accounts | (5 | ) | (8 | ) | ||||
| Accounts receivable, net | $ | 809 | $ | 649 | ||||
Other current assets:
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| Prepaid expenses | $ | 177 | $ | 165 | ||||
| Income tax receivable and prepaid income taxes | 107 | 79 | ||||||
| Short-term deferred commissions | 94 | 62 | ||||||
| Assets held for sale | 26 | - | ||||||
| Other | 118 | 113 | ||||||
| Total current assets | $ | 522 | $ | 419 | ||||
Property and equipment, net:
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| Land | $ | 66 | $ | 73 | ||||
| Computer hardware and software | 1,081 | 1,100 | ||||||
| Office furniture and equipment | 110 | 99 | ||||||
| Buildings | 365 | 425 | ||||||
| Leasehold improvements | 339 | 336 | ||||||
| Construction in progress | 29 | 22 | ||||||
| Total property and equipment, gross | 1,990 | 2,055 | ||||||
| Accumulated depreciation and amortization | (1,212 | ) | (1,118 | ) | ||||
| Total property and equipment, net | $ | 778 | $ | 937 | ||||
Depreciation and amortization expense was $187 million, $199 million, and $213 million in fiscal 2018, 2017, and 2016, respectively.
In the fourth quarter of fiscal 2018, we reclassified certain land and buildings previously reported as property and equipment to assets held for sale because we expected to sell them within the next twelve months. As a result, we recognized a write-down of $29 million in fiscal 2018, which was included in Restructuring, transition and other costs, representing the difference between the estimated net sales price and the carrying value of the assets. In October 2018, we completed the sale of these assets for proceeds of $26 million, net of selling costs. See Note 9 for more information on the write-down.
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Other long-term assets:
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| Cost method investments | $ | 175 | $ | 158 | ||||
| Equity method investment | 134 | - | ||||||
| Long-term income tax receivable and prepaid income taxes | 61 | 11 | ||||||
| Deferred income tax assets | 46 | 43 | ||||||
| Long-term deferred commissions | 35 | 15 | ||||||
| Other | 75 | 55 | ||||||
| Total other long-term assets | $ | 526 | $ | 282 | ||||
As of March 30, 2018, other long-term assets included $21 million related to a licensing arrangement resulting from the settlement of a patent infringement case with Finjan, Inc. (“Finjan”) during the fourth quarter of fiscal 2018. This amount will be amortized over the related licensing term. See Note 15 for further information regarding the settlement.
Long-term income taxes payable:
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| Deemed repatriation tax payable | $ | 824 | $ | - | ||||
| Uncertain tax positions (including interest and penalties) | 302 | 251 | ||||||
| Total long-term income taxes payable | $ | 1,126 | $ | 251 | ||||
Other income (expense), net:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Interest income | $ | 24 | $ | 21 | $ | 10 | ||||||
| Loss from equity interest | (26 | ) | - | - | ||||||||
| Foreign exchange loss | (28 | ) | (2 | ) | (10 | ) | ||||||
| Other | 21 | 27 | 10 | |||||||||
| Total other income (expense), net | $ | (9 | ) | $ | 46 | $ | 10 | |||||
Non-cash investing and financing activities and supplemental cash flow information:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Non-cash Investing and Financing Activities: | ||||||||||||
| Additions to property and equipment in current liabilities | $ | 26 | $ | 33 | $ | 16 | ||||||
| Equity investment received as consideration in divestitures | $ | 160 | $ | - | $ | 149 | ||||||
| Fair value of equity awards assumed in acquisitions | $ | 1 | $ | 112 | $ | - | ||||||
| Common stock issued in connection with acquisitions | $ | - | $ | 38 | $ | - | ||||||
| Supplemental Cash Flow Information: | ||||||||||||
| Income taxes paid, net of refunds | $ | 354 | $ | 1,081 | $ | 302 | ||||||
| Interest expense paid | $ | 199 | $ | 143 | $ | 70 |
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Note 6. Financial Instruments and Fair Value Measurements
The following table summarizes our assets and liabilities measured at fair value on a recurring basis:
| March 30, 2018 | March 31, 2017 | |||||||||||||||||||||||
| (In millions) | Fair Value | Level 1 | Level 2 | Fair Value | Level 1 | Level 2 | ||||||||||||||||||
| Assets: | ||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||
| Money market funds | $ | 679 | $ | 679 | $ | - | $ | 2,532 | $ | 2,532 | $ | - | ||||||||||||
| Certificates of deposit | 79 | - | 79 | 15 | - | 15 | ||||||||||||||||||
| U.S. government securities | - | - | - | 94 | 94 | - | ||||||||||||||||||
| U.S. agency securities | - | - | - | 75 | - | 75 | ||||||||||||||||||
| Commercial paper | - | - | - | 348 | - | 348 | ||||||||||||||||||
| Short-term investments: | ||||||||||||||||||||||||
| Corporate bonds | 374 | - | 374 | - | - | - | ||||||||||||||||||
| Commercial paper | 2 | - | 2 | - | - | - | ||||||||||||||||||
| Certificates of deposit | 12 | - | 12 | - | - | - | ||||||||||||||||||
| Marketable equity securities | - | - | - | 9 | - | 9 | ||||||||||||||||||
| Total | $ | 1,146 | $ | 679 | $ | 467 | $ | 3,073 | $ | 2,626 | $ | 447 | ||||||||||||
There were no transfers between fair value measurement levels during fiscal 2018.
The following table presents the contractual maturities of our investments in debt securities as of March 30, 2018:
| (In millions) | Fair Value | |||
| Due in one year or less | $ | 72 | ||
| Due after one year through five years | 316 | |||
| Total | $ | 388 | ||
Actual maturities may differ from the contractual maturities because borrowers may have the right to call or prepay certain obligations.
Financial instruments not recorded at fair value on a recurring basis include non-marketable equity method investment and our long-term debt.
Equity method investment
Our investment in equity securities that is accounted for using the equity method is included in Long-term other assets in our Consolidated Balance Sheets and consists of our equity investment in DigiCert which had a carrying value of $134 million at March 30, 2018. See Note 3 for information on our initial valuation of this investment.
We recorded a loss from equity interests of $26 million during fiscal 2018, in Other income (expense), net in the Consolidated Statements of Operations, which consisted of basis difference amortization of $2 million and our share of DigiCert’s net loss of $24 million. This loss was reflected as a reduction in the carrying amount of our investments in equity interests in the Consolidated Balance Sheets as of March 30, 2018.
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Current and long-term debt
As of March 30, 2018, and March 31, 2017, the total fair value of our current and long-term fixed rate debt was $3.9 billion and $4.6 billion, respectively. The fair value of our variable rate debt approximated its carrying value. The fair value of all our debt obligations was based on Level 2 inputs on a non-recurring basis.
Note 7. Debt
The following table summarizes components of our debt:
| (In millions, except percentages) | March 30, 2018 | March 31, 2017 | Effective Interest Rate | |||||||||
| 2.75% Senior Notes due June 15, 2017 | $ | - | $ | 600 | 2.79 | % | ||||||
| Senior Term Loan A-1 due May 10, 2019 | - | 1,000 | LIBOR plus | (1) | ||||||||
| Senior Term Loan A-2 due August 1, 2019 | 600 | 800 | LIBOR plus | (1) | ||||||||
| Senior Term Loan A-3 due August 1, 2019 | - | 200 | LIBOR plus | (1) | ||||||||
| 4.2% Senior Notes due September 15, 2020 | 750 | 750 | 4.25 | % | ||||||||
| 2.5% Convertible Senior Notes due April 1, 2021 | 500 | 500 | 3.76 | % | ||||||||
| Senior Term Loan A-5 due August 1, 2021 | 500 | 1,710 | LIBOR plus | (1) | ||||||||
| 2.0% Convertible Senior Notes due August 15, 2021 | 1,250 | 1,250 | 2.66 | % | ||||||||
| 3.95% Senior Notes due June 15, 2022 | 400 | 400 | 4.05 | % | ||||||||
| 5.0% Senior Notes due April 15, 2025 | 1,100 | 1,100 | 5.23 | % | ||||||||
| Total principal amount | 5,100 | 8,310 | ||||||||||
| Less: unamortized discount and issuance costs | (74 | ) | (124 | ) | ||||||||
| Total debt | 5,026 | 8,186 | ||||||||||
| Less: current portion | - | (1,310 | ) | |||||||||
| Total long-term portion | $ | 5,026 | $ | 6,876 | ||||||||
| (1) | The senior term facilities bear interest at a rate equal to the London InterBank Offered Rate (“LIBOR”) plus a margin based on the current debt rating of our non-credit-enhanced, senior unsecured long-term debt and our underlying loan agreements. The interest rates for the outstanding senior term loans are as follows: |
|---|
| March 30, 2018 | March 31, 2017 | |||||||
| Senior Term Loan A-1 due May 10, 2019 | - | 2.38 | % | |||||
| Senior Term Loan A-2 due August 1, 2019 | 3.31 | % | 2.38 | % | ||||
| Senior Term Loan A-3 due August 1, 2019 | - | 2.33 | % | |||||
| Senior Term Loan A-5 due August 1, 2021 | 3.54 | % | 2.58 | % |
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As of March 30, 2018, the future contractual maturities of debt by fiscal year are as follows:
| (In millions) | ||||
| 2019 | $ | - | ||
| 2020 | 600 | |||
| 2021 | 1,250 | |||
| 2022 | 1,750 | |||
| 2023 | 400 | |||
| Thereafter | 1,100 | |||
| Total future maturities of debt | $ | 5,100 | ||
Senior Term Loans A-1 and A-2
On May 10, 2016, we entered into a senior unsecured credit facility which provided for a 3-year term loan (the “Senior Term Loan A-1”) in an amount of $1.0 billion. On July 18, 2016, we amended the credit facility and borrowed an additional $800 million 3-year term loan (the “Senior Term Loan A-2”). The Senior Term Loans A-1 and A-2 bear interest at a floating rate of interest plus an applicable margin which is based on our senior unsecured credit agency rating. We may voluntarily repay the outstanding loans at any time without premium or penalty. We may request incremental loans up to the amount that, combined with other incremental commitments, doesn’t exceed $500 million for the credit facility, subject to customary conditions. During fiscal 2018, we prepaid principal amounts of $1.0 billion of our Senior Term Loan A-1 and $200 million of our Senior Term Loan A-2.
Senior Term Loan A-3 and A-5
On August 1, 2016, we entered into a term loan agreement that provides for a 3-year term loan with a principal amount of $200 million (the “Senior Term Loan A-3”) and a 5-year term loan with a principal amount of $1.8 billion (the “Senior Term Loan A-5”). The Senior Term Loans A-3 and A-5 bear interest at a floating rate of interest plus an applicable margin, which is based on our senior unsecured credit agency rating. The Senior Term Loan A-3 has no scheduled payments. For the duration of Senior Term Loan A-5, quarterly payments are due in aggregate annual amounts equal to 10% of the original principal amount. We may voluntarily repay outstanding principal balances under the Senior Term Loan A-3 and Senior Term Loan A-5 at any time without premium or penalty, and with regard to the Senior Term Loan A-5, prepayments must be applied to reduce the subsequent scheduled and outstanding required payments. During fiscal 2018, we prepaid a principal amount of $200 million of our Senior Term Loan A-3 and paid $1.2 billion of our Senior Term Loan A-5.
The Senior Term Loan agreements A-1, A-2, A-3 and A-5 contain customary representations and warranties, non-financial covenants for financial reporting, affirmative and negative covenants, including a covenant that we maintain a ratio of consolidated funded debt to consolidated adjusted earnings before interest, taxes, depreciation, and amortization of not more than 6.00 to 1.0 through December 31, 2018, then 5.25 to 1.0 thereafter, and restrictions on subsidiary indebtedness, liens, stock repurchases and dividends (with exceptions permitting our regular quarterly dividend). As of March 30, 2018, we were in compliance of all debt covenants. See Note 16 for further information regarding our covenant compliance subsequent to March 30, 2018.
Senior Notes
On February 9, 2017, we issued $1.1 billion aggregate principal amount of our 5.0% Senior Notes due April 15, 2025 (the “5.0% Senior Notes”). The 5.0% Senior Notes bear interest at a rate of 5.00% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2017.
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We may redeem some or all of the 5.0% Senior Notes at any time prior to April 15, 2020 at a price equal to 100% of the principal amount of the 5.0% Senior Notes redeemed, plus accrued and unpaid interest, if any, and a premium, as described in the supplemental indenture to the 5.0% Senior Notes. On or after April 15, 2020, we may redeem some or all of the 5.0% Senior Notes at the applicable redemption prices set forth in the supplemental indenture, plus accrued and unpaid interest.
In addition, we had three series of senior notes, the 2.75% Senior Notes, 4.2% Senior Notes, and 3.95% Senior Notes that are senior unsecured obligations that rank equally in right of payment with all of our existing and future senior, unsecured, unsubordinated obligations and may be redeemed at any time, subject to the make-whole provisions contained in the applicable indenture relating to such series of notes.
Interest on each series of these notes is payable semi-annually in arrears, on June 15 and December 15 for the 2.75% Senior Notes, September 15 and March 15 for the 4.2% Senior Notes, and June 15 and December 15 for the 3.95% Senior Notes. During fiscal 2018, the $600 million principal balance of our 2.75% Senior Notes due June 15, 2017 matured and was settled by a cash payment.
Convertible Senior Notes
As of March 30, 2018, and March 31, 2017, we had two outstanding issuances of convertible notes which are senior unsecured obligations and rank equal in right of payment to all other senior, unsecured, unsubordinated indebtedness. On March 4, 2016, we issued $500 million of convertible notes which mature on April 1, 2021 and bear interest at an annual rate of 2.5% (“2.5% Convertible Notes”). On August 1, 2016, we issued an additional $1.25 billion of convertible notes which mature on August 15, 2021 and bear interest at an annual rate of 2.0% (“2.0% Convertible Notes”). Both the 2.5% Convertible Notes and the 2.0% Convertible Notes (collectively, “Convertible Senior Notes”) have coupon interest payable semiannually in arrears in cash. Interest payments on the Convertible Senior Notes are due on October 1 and April 1 of each year in the case of the 2.5% Convertible Notes, and February 15 and August 15 in the case of the 2.0% Convertible Notes. The fair value of the equity component of our Convertible Senior Notes of $41 million, net of tax was recorded in additional paid-in capital and is being amortized as interest expense.
Holders of the Convertible Senior Notes may convert the notes into our common stock at any time up to the maturity date of each note. The conversion rate for the 2.0% Convertible Notes is 48.9860 shares of common stock per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $20.41 per share. The conversion rate for the 2.5% Convertible Notes is 59.6341 shares of common stock per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $16.77 per share. If holders of the Convertible Senior Notes convert them in connection with a fundamental change, we may be required to provide a make-whole premium in the form of an increased conversion rate, subject to a maximum amount, based on the effective date of the fundamental change as set forth in a table contained in the indenture governing each of the Convertible Senior Notes. A fundamental change, as defined, includes a sale of substantially all our assets, a change of the control of Symantec, or a plan for our liquidation or dissolution. The conversion rates under the Convertible Senior Notes are subject to customary anti-dilution adjustments. If the holders request a conversion, we have the option to settle the par amount of the Convertible Senior Notes using cash, shares of our common stock, or a combination of cash and shares with the cash settlement not exceeding the principal amount and accrued and unpaid interest of the Convertible Senior Notes.
As long as the holders of the Convertible Senior Notes each own at least 4% of our common stock on an as-converted basis, they are entitled to nominate one director to our Board of Directors. As of March 30, 2018, the holders’ percentage interest in our common stock exceeded this threshold.
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On or after the 4-year anniversary of the issuance date, holders of the 2.5% Convertible Senior Notes have the option to require us to repurchase the notes, in cash, equal to the principal amount and accrued and unpaid interest of the 2.5% Convertible Senior Notes.
We may redeem all or part of the principal of the 2.5% Convertible Senior Notes, at our option, at a purchase price equal to the principal amount plus accrued interest on or after the 4-year anniversary of the issuance date of the 2.5% Convertible Senior Notes, if the closing trading price of our common stock exceeds 150% of the then-current conversion price for 20 or more trading days in the 30 consecutive trading-day period preceding our exercise of the redemption right (including the last three such trading days) and provided that we have satisfied all regulatory common stock registration requirements. The 2.0% Convertible Senior Notes are not redeemable at our option.
Our Convertible Senior Notes agreements and the agreement for our 5.0% Senior Note due April 15, 2025 require us to file periodic reports with the U.S. Securities and Exchange Commission (the “SEC”) by specified deadlines. See Note 16 for further information regarding our covenant compliance subsequent to March 30, 2018.
Based on the closing price of our common stock of $25.85 on March 30, 2018, the if-converted values of our 2.5% and 2.0% Convertible Senior Notes exceed the principal amount by approximately $271 million and $333 million, respectively.
The following table sets forth total interest expense recognized related to our 2.5% and 2.0% Convertible Senior Notes:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Contractual interest expense | $ | 38 | $ | 29 | $ | 1 | ||||||
| Amortization of debt discount and issuance costs | $ | 16 | $ | 13 | $ | 1 |
Revolving Credit Facility
The aforementioned unsecured credit facility entered on May 10, 2016 also provided a revolving credit facility under which we can borrow up to $1.0 billion through May 10, 2021. As amended, for our current credit rating, borrowings under the revolving facility are subject to the same interest rate as the Senior Term Loans A-1 and A-2. We are obligated to pay commitment fees on the daily amount of the unused revolving commitment at a rate based on our debt ratings. We may request incremental commitments up to the amount that, combined with incremental loans we may request subsequently, doesn’t exceed $500 million for the credit facility, subject to customary conditions. The revolving credit facility is subject to the same covenants as our Senior Term Loans. As of March 30, 2018 and March 31, 2017, there were no borrowings outstanding under this revolving facility. See Note 16 for further information regarding our covenant compliance subsequent to March 30, 2018.
Note 8. Derivatives
We conduct business in numerous currencies throughout our worldwide operations and our entities hold monetary assets or liabilities, earn revenues or incur costs in currencies other than the entity’s functional currency. As a result, we are exposed to foreign exchange gains or losses which impacts our operating results. As part of our foreign currency risk mitigation strategy, we have entered into foreign exchange forward contracts with up to six months in duration. We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure in a manner that entirely offsets the effects of the changes in foreign exchange rates.
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The notional amount of our outstanding foreign exchange forward contracts in U.S. dollar equivalent was as follows:
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| Foreign exchange forward contracts purchased | $ | 697 | $ | 492 | ||||
| Foreign exchange forward contracts sold | $ | 151 | $ | 204 |
The fair value of our foreign exchange forward contracts is presented on a gross basis in our Consolidated Balance Sheets. As of March 30, 2018 and March 31, 2017, the fair value was insignificant. To mitigate losses in the event of nonperformance by counterparties, we have entered into master netting arrangements with our counterparties that allow us to settle payments on a net basis. The effect of netting on our derivative assets and liabilities was not material as of March 30, 2018 and March 31, 2017.
Our foreign exchange forward contracts are not designated as hedging instruments. The related gain (loss) recognized in Other income (expense), net in our Consolidated Statements of Operations was as follows:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Foreign exchange forward contracts gain (loss) | $ | 25 | $ | (17 | ) | $ | 22 |
Note 9. Restructuring, Transition and Other Costs
Our restructuring, transition and other costs and liabilities consist primarily of severance, facilities, transition and other related costs. Severance costs generally include severance payments, outplacement services, health insurance coverage and legal costs. Included in other exit and disposal costs are advisory fees incurred in connection with restructuring events and facilities exit costs, which generally include rent expense and lease termination costs, less estimated sublease income. Transition costs are incurred in connection with Board of Directors approved discrete strategic information technology transformation initiatives and primarily consist of consulting charges associated with our enterprise resource planning and supporting systems and costs to automate business processes. In addition, transition costs include expenses associated with divestitures of our product lines. Restructuring, transition and other costs are managed at the corporate level and are not allocated to our reportable segments. See Note 14 for information regarding the reconciliation of total segment operating income to total consolidated operating income (loss).
Fiscal 2017 Plan
We initiated a restructuring plan in the first quarter of fiscal 2017 to reduce complexity by means of long-term structural improvements (the “Fiscal 2017 Plan”). We have reduced headcount and closed certain facilities in connection with the Fiscal 2017 Plan and expect additional headcount reductions and facilities closures. We expect to incur additional costs of approximately $20 million in connection with the Fiscal 2017 Plan primarily consisting of severance and termination benefits and facilities exit costs. These actions are expected to be substantially completed in the first quarter of fiscal 2019. As of March 30, 2018, liabilities for excess facility obligations at several locations around the world are expected to be paid throughout the respective lease terms, the longest of which extends through fiscal 2023.
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Restructuring, transition and other costs summary
Our continuing operations restructuring, transition and other costs are presented in the table below:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Severance and termination benefit costs | $ | 61 | $ | 76 | $ | 24 | ||||||
| Other exit and disposal costs | 52 | 80 | 20 | |||||||||
| Asset write-offs | 25 | 23 | - | |||||||||
| Transition costs | 272 | 94 | 92 | |||||||||
| Total restructuring, transition and other costs | $ | 410 | $ | 273 | $ | 136 | ||||||
Included in our fiscal 2018 other exit and disposal costs is a $29 million impairment charge related to certain land and buildings previously reported as property and equipment that were reclassified to assets held for sale. See Note 5 for more information on our assets held for sale. Our asset write-offs in the above table consists primarily of equipment write-offs.
Restructuring summary
Our restructuring activities related to the Fiscal 2017 Plan are presented in the table below:
| (In millions) | Balance as of March 31, 2017 | Additional Accruals, Net of Adjustments | Cash Payments | Non-Cash Settlements | Balance as of March 30, 2018 | Cumulative Incurred to Date | ||||||||||||||||||
| Severance and termination benefit costs | $ | 20 | $ | 61 | $ | (71 | ) | $ | - | $ | 10 | $ | 137 | |||||||||||
| Other exit and disposal costs | 26 | 52 | (26 | ) | (37 | ) | 15 | 131 | ||||||||||||||||
| Total | $ | 46 | $ | 113 | $ | (97 | ) | $ | (37 | ) | $ | 25 | $ | 268 | ||||||||||
Our non-cash settlements primarily consist of facilities impairment charges and leasehold improvement write-offs. The restructuring liabilities are included in accounts payable, other current liabilities and other long-term liabilities in our Consolidated Balance Sheets.
Note 10. Income Taxes
Pre-tax income from international operations was $890 million, $353 million, and $125 million for fiscal 2018, 2017, and 2016, respectively.
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The components of income tax expense (benefit) recorded in continuing operations are as follows:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Current: | ||||||||||||
| Federal | $ | 1,011 | $ | 108 | $ | 69 | ||||||
| State | 40 | 6 | 13 | |||||||||
| International | 107 | 68 | 46 | |||||||||
| Total | 1,158 | 182 | 128 | |||||||||
| Deferred: | ||||||||||||
| Federal | (1,664 | ) | (177 | ) | 1,060 | |||||||
| State | (151 | ) | (17 | ) | 15 | |||||||
| International | (33 | ) | (14 | ) | 10 | |||||||
| Total | (1,848 | ) | (208 | ) | 1,085 | |||||||
| Income tax expense (benefit) | $ | (690 | ) | $ | (26 | ) | $ | 1,213 | ||||
The U.S. federal statutory income tax rates we have applied for fiscal year 2018, 2017, and 2016 are as follows:
| Year Ended | ||||||||||||
| March 30, 2018 | March 31, 2017 | April 1, 2016 | ||||||||||
| U.S. federal statutory income tax rate | 31.6 | % | 35.0 | % | 35.0 | % |
The difference between our effective income tax and the federal statutory income tax is as follows:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Federal statutory tax expense (benefit) | $ | 138 | $ | (92 | ) | $ | 138 | |||||
| Foreign earnings not considered indefinitely reinvested, net | - | 12 | 1,065 | |||||||||
| State taxes, net of federal benefit | (26 | ) | (11 | ) | 9 | |||||||
| Foreign earnings taxed at less than the federal rate | (153 | ) | 34 | 12 | ||||||||
| Transition tax | 893 | - | - | |||||||||
| Federal research and development credit | (12 | ) | (9 | ) | (9 | ) | ||||||
| Valuation allowance increase (decrease) | 7 | (1 | ) | 10 | ||||||||
| Change in uncertain tax positions | (6 | ) | (24 | ) | (4 | ) | ||||||
| Nondeductible transaction costs | - | 11 | - | |||||||||
| Write-off of tax attributes due to restructuring | - | 52 | - | |||||||||
| Excess tax benefit from employee stock incentive plans | (47 | ) | - | - | ||||||||
| Effect of tax rate change on deferred taxes | (132 | ) | - | - | ||||||||
| Re-assessment of deferred taxes on foreign earnings | (1,420 | ) | - | - | ||||||||
| Nondeductible officer compensation | 11 | 7 | - | |||||||||
| Nondeductible goodwill | 59 | - | - | |||||||||
| Other, net | (2 | ) | (5 | ) | (8 | ) | ||||||
| Income tax expense (benefit) | $ | (690 | ) | $ | (26 | ) | $ | 1,213 | ||||
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The principal components of deferred tax assets and liabilities are as follows:
| As of | ||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| Deferred tax assets: | ||||||||
| Tax credit carryforwards | $ | 30 | $ | 42 | ||||
| Net operating loss carryforwards of acquired companies | 32 | 82 | ||||||
| Other accruals and reserves not currently tax deductible | 66 | 127 | ||||||
| Deferred revenue | 94 | 137 | ||||||
| Loss on investments not currently tax deductible | 9 | 9 | ||||||
| State income taxes | - | 2 | ||||||
| Stock-based compensation | 141 | 122 | ||||||
| Other | 18 | 14 | ||||||
| Gross deferred tax assets | 390 | 535 | ||||||
| Valuation allowance | (19 | ) | (38 | ) | ||||
| Deferred tax assets, net of valuation allowance | $ | 371 | $ | 497 | ||||
| Deferred tax liabilities: | ||||||||
| Property and equipment | $ | (5 | ) | $ | (34 | ) | ||
| Goodwill | (20 | ) | (54 | ) | ||||
| Intangible assets | (459 | ) | (783 | ) | ||||
| Unremitted earnings of foreign subsidiaries | (396 | ) | (1,939 | ) | ||||
| Prepaids and deferred expenses | (23 | ) | (24 | ) | ||||
| Discount on convertible debt | (14 | ) | (21 | ) | ||||
| Deferred tax liabilities | (917 | ) | (2,855 | ) | ||||
| Net deferred tax liabilities | $ | (546 | ) | $ | (2,358 | ) | ||
The Act was signed by the President of the United States and enacted into law on December 22, 2017. The Act significantly changes U.S. tax law by reducing the U.S. corporate income tax rate to 21.0% from 35.0%, adopting a territorial tax regime, creating new taxes on certain foreign sourced earnings and imposing a one-time transition tax on the undistributed earnings of certain non-U.S. subsidiaries.
In addition, the SEC staff issued Staff Accounting Bulletin No. 118 — Income Tax Accounting Implications of the Tax Act, which allows us to record provisional amounts during a measurement period not to extend beyond one year from the enactment date.
The Act requires us, and other fiscal year taxpayers, to compute a blended statutory tax rate based on the ratio of the number of fiscal year days in calendar year 2017 at the 35.0% statutory rate versus the number of fiscal year days in calendar year 2018 at the new 21.0% statutory rate. Accordingly, the phase-in of the lower corporate tax rate has resulted in a blended rate of 31.6% for fiscal 2018, as compared to the previous 35.0%. Going forward our corporate U.S. statutory tax rate will be 21.0% starting from fiscal 2019 as the lower corporate tax rate fully phases in.
As of March 30, 2018, we have not completed our accounting for the tax effects of enactment of the Act; however, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. These amounts may require further adjustments as a result of additional future guidance from the U.S. Department of the Treasury, changes in our assumptions, and the availability of further information and interpretations. In other cases, we have not been able to make a reasonable estimate and we continue to account for those
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items based on our existing accounting policies and the provisions of the tax laws that were in effect immediately prior to enactment. For the items for which we were able to determine a reasonable estimate, we recognized a provisional tax benefit of $659 million, which is included as a component of income tax expense from continuing operations.
We remeasured certain deferred tax assets and liabilities based on an estimate of the rates at which they are expected to reverse. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. As of March 30, 2018, we have recognized a $1,552 million of income tax benefit resulting from the application of the Act to existing deferred tax balances, including a reduction of the previously accrued deferred tax liability for foreign earnings by $1,420 million. During the fourth quarter we decreased our provisional tax benefit related to the remeasurement of deferred taxes by $70 million due to the actual reversals of year end temporary differences. This impacted the effective tax rate by 15.9%.
The Act contained a one-time transition tax that is based on our total post-1986 earnings and profits (“E&P”) that we previously deferred from U.S. income taxes. As of March 30, 2018, we have recognized an $893 million provisional tax expense on estimated E&P subject to the deemed mandatory repatriation. During the fourth quarter of fiscal 2018 we increased this provisional income tax expense amount reported in the third quarter by $72 million due to refined calculations and actual year end amounts. This impacted the effective tax rate by 16.6%. We have not yet completed our calculation of the total post-1986 E&P for these foreign subsidiaries. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets. Future accounting guidance may also change our provisional estimates for the transition tax.
Subsequent to the year ended March 30, 2018, the Internal Revenue Service (“IRS”) and U.S. Treasury have issued various interpretations or regulations governing elements of the Act. We are still evaluating this new guidance and no estimate for the impact has been made at this time. The regulations, which could have a material impact on the provisional estimates made for purposes of our fiscal 2018 Consolidated Financial Statements, include new guidance on transition tax and on deductibility of stock-based compensation issued on August 1, 2018 and August 21, 2018, respectively.
We have not completed our analysis of the deferred tax accounting for the new taxes on global intangible low taxed income and, therefore, have not recorded provisional amounts. We have not determined whether our accounting policy will be to record these amounts as deferred taxes or as period costs. We do not have sufficient information to complete the analysis and are awaiting potential further guidance required to evaluate the impact of deferred tax accounting for these provisions. Following the SEC guidance on changes in the tax law for which we are unable to make a provisional estimate, we have continued to compute this aspect of the tax provision based on the tax laws that were in effect immediately prior to the Act being enacted.
The valuation allowance provided against our deferred tax assets as of March 30, 2018, is mainly attributable to capital losses, and net operating losses in foreign jurisdictions. The valuation allowance decreased by a net of $19 million in fiscal 2018, primarily due to the release of valuation allowances related to state tax credits and state net operating losses.
As of March 30, 2018, we have U.S. federal net operating losses attributable to various acquired companies of approximately $46 million, which, if not used, will expire between fiscal 2019 and 2037. We have U.S. federal research and development credits of approximately $3 million. The research and development credits, if not used, will expire between fiscal 2019 and 2024. The net operating loss
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carryforwards, and U.S. federal research and development tax credits are subject to an annual limitation under Internal Revenue Code §382, but are expected to be fully realized. We have $5 million of foreign tax credits which, if not used, will expire beginning in fiscal 2028. Furthermore, we have U.S. state net operating loss and credit carryforwards attributable to various acquired companies of approximately $70 million and $30 million, respectively. If not used, our U.S. state net operating losses will expire between fiscal 2019 and 2037 and the majority of our U.S. state credit carryforwards can be carried forward indefinitely. In addition, we have foreign net operating loss carryforwards attributable to various foreign companies of approximately $77 million, $31 million of which were generated in Japan, and will expire beginning in fiscal 2028, and the rest of which, under current applicable foreign tax law, can be carried forward indefinitely.
In assessing the ability to realize our deferred tax assets, we considered whether it is more likely than not that some portion or all the deferred tax assets will not be realized. We considered the following: we have historical cumulative book income, as measured by the current and prior two years; we have strong, consistent taxpaying history; we have substantial U.S. federal income tax carryback potential; and we have substantial amounts of scheduled future reversals of taxable temporary differences from our deferred tax liabilities. We have concluded that this positive evidence outweighs the negative evidence and, thus, that the deferred tax assets as of March 30, 2018 are realizable on a “more likely than not” basis.
The aggregate changes in the balance of gross unrecognized tax benefits were as follows:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Balance at beginning of year | $ | 248 | $ | 197 | $ | 193 | ||||||
| Settlements with tax authorities | (4 | ) | (23 | ) | (25 | ) | ||||||
| Lapse of statute of limitations | (3 | ) | (9 | ) | (15 | ) | ||||||
| Decrease due to divestiture | - | - | (7 | ) | ||||||||
| Increase related to prior period tax positions | 35 | 21 | 4 | |||||||||
| Decrease related to prior period tax positions | - | (9 | ) | (7 | ) | |||||||
| Increase related to current year tax positions | 98 | 38 | 54 | |||||||||
| Increase due to acquisition | 4 | 33 | - | |||||||||
| Net increase | 130 | 51 | 4 | |||||||||
| Balance at end of year | $ | 378 | $ | 248 | $ | 197 | ||||||
There was a change of $130 million in gross unrecognized tax benefits during the 2018 fiscal year. This gross liability does not include offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, interest deductions, and state income taxes.
Of the total unrecognized tax benefits at March 30, 2018, $300 million, if recognized, would favorably affect our effective tax rate.
We recognize interest and/or penalties related to uncertain tax positions in income tax expense. At March 30, 2018, before any tax benefits, we had $31 million of accrued interest and penalties on unrecognized tax benefits. Interest included in our provision for income taxes was an expense of $10 million for the year ended March 30, 2018. If the accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced in the period that such determination is made, and reflected as a reduction of the overall income tax provision.
We file income tax returns in the U.S. on a federal basis and in many U.S. state and foreign jurisdictions. Our most significant tax jurisdictions are the U.S., Ireland, and Singapore. Our tax filings
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remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. Our fiscal years 2014 through 2018 remain subject to examination by the IRS for U.S. federal tax purposes. Our fiscal years prior to 2014 have been settled and closed with the IRS. Our 2014 through 2018 fiscal years remain subject to examination by the appropriate governmental agencies for Irish tax purposes, and our 2013 through 2018 fiscal years remain subject to examination by the appropriate governmental agencies for Singapore tax purposes.
The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Although potential resolution of uncertain tax positions involve multiple tax periods and jurisdictions, it is reasonably possible that the gross unrecognized tax benefits related to these audits could decrease (whether by payment, release, or a combination of both) in the next 12 months by $11 million. Depending on the nature of the settlement or expiration of statutes of limitations, we estimate $11 million could affect our income tax provision and therefore benefit the resulting effective tax rate.
We continue to monitor the progress of ongoing income tax controversies and the impact, if any, of the expected tolling of the statute of limitations in various taxing jurisdictions.
Note 11. Stockholders’ Equity
Preferred stock
Our Board of Directors has the authority to issue up to 1 million shares of preferred stock and to determine the price, rights, preferences, privileges, and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. As of March 30, 2018 and March 31, 2017, there were no shares outstanding.
Dividends
The following table summarizes dividends declared and paid and dividend equivalents paid for the periods presented:
| Year Ended | ||||||||||||
| (In millions, except per share data) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Dividends declared and paid | $ | 185 | $ | 186 | $ | 3,020 | ||||||
| Dividend equivalents paid | 26 | 36 | 10 | |||||||||
| Total dividends and dividend equivalents paid | $ | 211 | $ | 222 | $ | 3,030 | ||||||
| Cash dividends declared per common share | $ | 0.30 | $ | 0.30 | $ | 4.60 |
Fiscal 2016 included a special dividend of $4.00 per share that was declared and paid during the fourth quarter of fiscal 2016 and was recorded as a reduction of retained earnings. Our RSUs and PRUs are entitled to dividend equivalents to be paid in the form of cash upon vesting for each share of the underlying unit.
On May 10, 2018, we announced a cash dividend of $0.075 per share of common stock to be paid in June 2018. On August 2, 2018, we announced a cash dividend of $0.075 per share of common stock to be paid in September 2018. All shares of common stock issued and outstanding and all RSUs and PRUs as of the record date will be entitled to the dividend and dividend equivalents, respectively. Any future dividends and dividend equivalents will be subject to the approval of our Board of Directors.
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Stock repurchases
Under our stock repurchase programs, we may purchase shares of our outstanding common stock through open market and through accelerated stock repurchase (“ASR”) transactions. As of March 30, 2018, we have $800 million remaining under the authorization to be completed in future periods with no expiration date.
Repurchases in open market transactions
During fiscal 2016, we repurchased 17 million shares of common stock in the open market at the average price per share of $21.69 for an aggregate cost of $368 million. All the shares repurchased were retired.
Repurchases under accelerated stock repurchase agreements
In March 2017, we entered into an ASR agreement (the “March 2017 ASR”) with financial institutions to repurchase an aggregate of $500 million of our common stock. Pursuant to the March 2017 ASR agreement, we made an upfront payment of $500 million and received and retired an initial delivery of 14 million shares of our common stock in March 2017. In May 2017, we completed the March 2017 ASR and received and retired an additional delivery of 2 million shares of our common stock. The total shares received and retired under the terms of the March 2017 ASR agreement was 16 million, with an average price paid per share of $30.51.
In March 2016, we entered into an ASR agreement with financial institutions (the “March 2016 ASR”) to repurchase an aggregate of $1.0 billion of our common stock. Pursuant to the March 2016 ASR, we made an upfront payment of $1.0 billion and received and retired an initial delivery of 42 million shares of our common stock in March 2016. We completed the repurchase and received an additional 7 million shares of our common stock in November 2016. The total shares received and retired under the terms of the March 2016 ASR were 49 million, with an average price paid per share of $20.44.
In November 2015, we entered into an ASR agreement with a financial institution (the “November 2015 ASR”) to repurchase an aggregate of $500 million of our common stock. Pursuant to the November 2015 ASR, we made an upfront payment of $500 million and received and retired an initial delivery of 20 million shares of our common stock in November 2016. We completed the repurchase and received an additional 5 million shares of our common stock in January 2016. The total shares received and retired under the terms of the November 2015 ASR were 25 million, with an average price paid per share of $20.08.
The upfront payment amounts for the ASRs are included in repurchases of common stock on our Consolidated Statements of Cash Flows in the period paid.
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Accumulated other comprehensive income
Components and activities of AOCI, net of tax, were as follows:
| (In millions) | Foreign Currency Translation Adjustments | Unrealized Gain (Loss) On Available- For-Sale Securities | Total AOCI | |||||||||
| Balance as of April 1, 2016 | $ | 15 | $ | 7 | $ | 22 | ||||||
| Other comprehensive loss before reclassifications | (8 | ) | (2 | ) | (10 | ) | ||||||
| Balance as of March 31, 2017 | 7 | 5 | 12 | |||||||||
| Other comprehensive loss before reclassifications | (4 | ) | (5 | ) | (9 | ) | ||||||
| Reclassification to net income (loss) | 5 | (4 | ) | 1 | ||||||||
| Balance as of March 30, 2018 | $ | 8 | $ | (4 | ) | $ | 4 | |||||
During fiscal 2018, a net foreign currency translation loss of $8 million related to foreign entities sold in the divestiture of our WSS and PKI solutions was reclassified to Gain on divestiture, and a net gain of $3 million related to liquidated foreign entities was reclassified to Other income (expense), net. A realized gain of $7 million on securities sold in connection with the divestiture of our WSS and PKI solutions was reclassified to Gain on divestiture. The tax effect of $3 million was reclassified to Income tax expense (benefit).
Note 12. Stock-Based Compensation and Other Benefit Plans
Stock incentive plans
The purpose of our stock incentive plans has been to attract, retain, and motivate eligible persons whose present and potential contributions are important to our success by offering them an opportunity to participate in our future performance through equity awards. As of March 30, 2018, we have one primary stock incentive plan: the 2013 Equity Incentive Plan (the “2013 Plan”). Under the 2013 Plan, incentive stock options may be granted only to employees (including officers and directors who are also employees) of Symantec or of a parent of Symantec. All other Awards may be granted to employees, officers, directors, consultants, independent contractors and advisors of Symantec or any parent, subsidiary or affiliate of Symantec. As amended in September 2017, our stockholders have approved and reserved 70 million shares of common stock for issuance under the 2013 Plan. As of March 30, 2018, 25 million shares remained available for future grant, calculated using the maximum potential shares that could be earned and issued at vesting.
In connection with the acquisitions of various companies, we have assumed the share-based awards granted under stock incentive plans of the acquired companies or issued share-based awards in replacement thereof. Our Board of Directors has provided that no new awards will be granted under our acquired stock plans.
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RSUs
| (In millions, except per share and year data) | Number of Shares | Weighted- Average Grant Date Fair Value | Weighted- Average Remaining Years | Aggregate Intrinsic Value | ||||||||||||
| Outstanding at March 31, 2017 | 23 | $ | 21.26 | |||||||||||||
| Granted | 10 | $ | 30.01 | |||||||||||||
| Vested | (10 | ) | $ | 22.37 | ||||||||||||
| Forfeited | (4 | ) | $ | 22.90 | ||||||||||||
| Outstanding and unvested at March 30, 2018 | 19 | $ | 25.06 | 1.0 | $ | 500 | ||||||||||
RSUs granted prior to November 2014 generally vest over a four-year period, whereas RSUs granted thereafter generally vest over a three-year period. The weighted-average grant date fair value per share of RSUs granted during fiscal 2018, 2017, and 2016 was $30.01, $20.56, and $23.20, respectively. The total grant date fair value of RSUs that vested in fiscal 2018, 2017, and 2016 was $294 million, $181 million and $250 million, respectively.
PRUs
| (In millions, except per share and year data) | Number of Shares | Weighted- Average Grant Date Fair Value | Weighted- Average Remaining Years | Aggregate Intrinsic Value | ||||||||||||
| Outstanding at March 31, 2017 | 6 | $ | 21.05 | |||||||||||||
| Granted | 4 | $ | 32.78 | |||||||||||||
| Performance adjustment | 6 | $ | 21.51 | |||||||||||||
| Vested | (13 | ) | $ | 20.75 | ||||||||||||
| Outstanding and unvested at March 30, 2018 | 3 | $ | 30.00 | 1.6 | $ | 89 | ||||||||||
The total grant date fair value of PRUs that vested in fiscal 2018, 2017, and 2016 was $275 million, $14 million, and $9 million, respectively.
Fiscal 2018 PRUs
During fiscal 2018, we granted 3 million PRUs with a three-year cliff vesting period to certain of our executives. Depending on the achievement of the performance and market conditions, 0% to 200% of the target shares are eligible to be earned at the end of fiscal 2020. The performance condition is based on our achievement of the fiscal 2018 non-GAAP earnings per share. The market conditions are based on the achievement of our relative total shareholder return (“TSR”) over two and three-year periods.
During fiscal 2018, 1 million PRUs with a three-year graded vesting period were granted under the acquired companies’ equity award plan and assumed by us. Depending on the achievement of performance conditions based on a mix of fiscal 2018, fiscal 2019 and fiscal 2020 certain product milestones and billings, up to 100% of the target shares are eligible to be earned. As of March 30, 2018, 3 million PRUs granted in fiscal 2018 remained unvested.
Fiscal 2017 PRUs
During fiscal 2017, we granted 2 million PRUs and 3 million PRUs were granted under the Blue Coat equity incentive plan and assumed by us as part of our Blue Coat acquisition, with a graded
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three-year vesting period to certain of our executives. Depending on the achievement of our fiscal 2018 non-GAAP operating income, 0% to 300% of the target shares are eligible to be earned. Up to 250% of the target shares are eligible to vest at the end of fiscal 2018. Any amounts in excess of 250% will vest at the end of fiscal 2019. Our fiscal 2018 non-GAAP operating income resulted in 268% of target PRUs, or 13 million shares, becoming eligible to be earned, of which 12 million shares vested at the end of fiscal 2018 and will be issued in our third quarter of fiscal 2019, and 1 million shares are eligible to vest at the end of fiscal 2019.
Fiscal 2016 PRUs
During fiscal 2016, we granted 1 million PRUs with a three-year cliff vesting period to certain of our executives. Depending on the achievement of the performance and market conditions, 0% to 200% of the target shares were eligible to be earned at the end of fiscal 2018. The performance condition was based on our achievement of the fiscal 2016 non-GAAP earnings per share. The market conditions were based on the achievements of our relative TSR over two and three-year periods. During fiscal 2018, 1 million shares vested and will be issued in our third quarter of fiscal 2019.
Stock options
| (In millions, except per share and year data) | Number of Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Years | Aggregate Intrinsic Value | ||||||||||||
| Outstanding at March 31, 2017 | 20 | $ | 8.94 | |||||||||||||
| Assumed in acquisitions | 1 | $ | 2.23 | |||||||||||||
| Exercised | (6 | ) | $ | 8.60 | ||||||||||||
| Forfeited and expired | (1 | ) | $ | 14.09 | ||||||||||||
| Outstanding and unvested at March 30, 2018 | 14 | $ | 8.53 | |||||||||||||
| Exercisable at March 30, 2018 | 9 | $ | 8.42 | 7.4 | $ | 161 |
The total intrinsic value of options exercised during fiscal 2018, 2017, and 2016 was $131 million, $78 million, and $4 million, respectively.
Restricted stock
In connection with our fiscal 2018 acquisitions, we issued approximately 1 million restricted shares of our common stock with a fair value of $44 million on the issuance date. These restricted shares will be released to the individuals through three annual installments subject to the individuals’ continued employment at Symantec.
Liability-classified awards settled in shares
We will settle certain of our employees’ fiscal 2018 bonuses in RSUs that will be granted and vested in the first quarter of fiscal 2019. In addition, as part of our fiscal 2018 acquisitions, we granted compensatory awards with a fair value of $21 million at the time of the acquisition. These awards are settled in shares of common stock and vest quarterly over three years. As of March 30, 2018, the total liability associated with these liability classified awards was $25 million which is presented in Accrued compensation and benefits in our Consolidated Balance Sheets.
ESPP
Under our 2008 ESPP, employees may annually contribute up to 10% of their gross compensation, subject to certain limitations, to purchase shares of our common stock at a discounted
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price. Beginning August 16, 2016, eligible employees are offered shares through a 12-month offering period, which consists of two consecutive 6-month purchase periods, at 85% of the lower of either the fair market value on the purchase date or the fair market value at the beginning of the offering period. Prior to that, employees were able to purchase shares of common stock at a price per share equal to 85% of the fair market value on the purchase date at the end of each six-month purchase period. As of March 30, 2018, 34 million shares have been issued under this plan and 36 million shares remained available for future issuance.
The following table summarizes activity related to the purchase rights issued under the ESPP:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Shares issued under the ESPP | 3 | 3 | 3 | |||||||||
| Proceeds from issuance of shares | $ | 69 | $ | 56 | $ | 54 |
Valuation assumptions
Valuation of PRUs
The fair value of each PRU that does not contain a market condition is equal to the market value of our common stock on the date of grant. The fair value of each PRU that contains a market condition is estimated using the Monte Carlo simulation option pricing model. The valuation and the underlying weighted-average assumptions for PRUs are summarized below:
| Year Ended | ||||||||||||
| March 30, 2018 | March 31, 2017 | April 1, 2016 | ||||||||||
| Expected term | 2.8 years | N/A | 2.8 years | |||||||||
| Expected volatility | 23.2 | % | N/A | 25.4 | % | |||||||
| Risk-free interest rate | 1.5 | % | N/A | 1.1 | % | |||||||
| Expected dividend yield | - | N/A | - | |||||||||
| Weighted-average grant date fair value of PRUs | $ | 32.78 | $ | 19.99 | $ | 27.10 |
N/A: Not applicable as awards did not contain a market condition.
Valuation of ESPP
Prior to August 16, 2016, the fair value of ESPP awards was equal to the discount on the purchase price of the shares. Beginning August 16, 2016, as a result of the lookback feature of our awards, we use the Black-Scholes model to estimate the fair value of rights to acquire shares of common stock under our ESPP using the following weighted-average assumptions:
| March 30, 2018 | March 31, 2017 | |||||||
| Expected term | 0.8 years | 0.8 years | ||||||
| Expected volatility | 25.4 | % | 23.3 | % | ||||
| Risk-free interest | 1.3 | % | 0.5 | % | ||||
| Expected dividend yield | 1.1 | % | 1.3 | % | ||||
| Weighted-average grant date fair value | $ | 6.53 | $ | 5.24 |
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Stock-based compensation expense
The following table sets forth the total stock-based compensation expense recognized for all of our equity incentive plans in our Consolidated Statements of Operations:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Cost of revenues | $ | 28 | $ | 21 | $ | 10 | ||||||
| Sales and marketing | 165 | 107 | 53 | |||||||||
| Research and development | 200 | 110 | 56 | |||||||||
| General and administrative | 217 | 202 | 42 | |||||||||
| Discontinued operations | - | - | 81 | |||||||||
| Total stock-based compensation expense | $ | 610 | $ | 440 | $ | 242 | ||||||
| Income tax benefit for stock-based compensation expense | $ | (116 | ) | $ | (149 | ) | $ | (75 | ) |
The income tax benefit associated with stock-based compensation expense for fiscal 2018 reflects the impact of the enactment of the Act. The tax benefit associated with stock-based compensation expense for fiscal 2017 and 2016 reflects the historical tax rates.
As of March 30, 2018, the total unrecognized stock-based compensation costs, net of estimated forfeitures, were as follows:
| (In millions) | Unrecognized compensation cost | Weighted-average remaining years | ||||||
| RSUs | $ | 253 | 1.6 | |||||
| PRUs | 60 | 1.6 | ||||||
| Options | 52 | 0.9 | ||||||
| Restricted stock | 34 | 2.3 | ||||||
| Liability-classified awards settled in shares | 22 | 1.9 | ||||||
| ESPP | 9 | 0.4 | ||||||
| Total | $ | 430 | ||||||
Other employee benefit plans
401(k) plan
We maintain a salary deferral 401(k) plan for all of our U.S. employees. This plan allows employees to contribute their pretax salary up to the maximum dollar limitation prescribed by the Internal Revenue Code. We matched the first 3% of a participant’s eligible compensation prior to December 31, 2016 and the first 3.5% thereafter, up to $6,000 in a calendar year. Our employer matching contributions to the 401(k) plan were as follows:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| 401(k) matching contributions | $ | 25 | $ | 19 | $ | 22 |
Note 13. Net Income Per Share
Basic income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share also includes the
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incremental effect of dilutive potentially issuable common shares outstanding during the period using the treasury stock method. Dilutive potentially issuable common shares includes the dilutive effect of the shares underlying convertible debt and employee equity awards. Diluted loss per share was the same as basic loss per share for the years ended March 31, 2017 and April 1, 2016, as there was a loss from continuing operations in the periods and inclusion of potentially issuable shares was anti-dilutive.
The components of basic and diluted net income (loss) per share are as follows:
| Year Ended | ||||||||||||
| (In millions, except per share amounts) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Income (loss) from continuing operations | $ | 1,127 | $ | (236 | ) | $ | (821 | ) | ||||
| Income from discontinued operations, net of income taxes | 11 | 130 | 3,309 | |||||||||
| Net income (loss) | $ | 1,138 | $ | (106 | ) | $ | 2,488 | |||||
| Income (loss) per share — basic: | ||||||||||||
| Continuing operations | $ | 1.83 | $ | (0.38 | ) | $ | (1.23 | ) | ||||
| Discontinued operations | $ | 0.02 | $ | 0.21 | $ | 4.94 | ||||||
| Net income (loss) per share — basic | $ | 1.85 | $ | (0.17 | ) | $ | 3.71 | |||||
| Income (loss) per share — diluted: | ||||||||||||
| Continuing operations | $ | 1.69 | $ | (0.38 | ) | $ | (1.23 | ) | ||||
| Discontinued operations | $ | 0.02 | $ | 0.21 | $ | 4.94 | ||||||
| Net income (loss) per share — diluted(1) | $ | 1.70 | $ | (0.17 | ) | $ | 3.71 | |||||
| Weighted-average outstanding shares — basic | 616 | 618 | 670 | |||||||||
| Dilutive potentially issuable shares: | ||||||||||||
| Convertible debt | 32 | - | - | |||||||||
| Employee equity awards | 20 | - | - | |||||||||
| Weighted-average shares outstanding — diluted | 668 | 618 | 670 | |||||||||
| Anti-dilutive shares excluded from diluted net income (loss) per share calculation: | ||||||||||||
| Convertible debt | - | 91 | 30 | |||||||||
| Employee equity awards | 1 | 50 | 19 | |||||||||
| Total | 1 | 141 | 49 | |||||||||
| (1) | Net income (loss) per share amounts may not add due to rounding. |
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Under the treasury stock method, our Convertible Senior Notes will generally have a dilutive impact on net income per share when our average stock price for the period exceeds approximately $16.77 per share for the 2.5% Convertible Senior Notes and $20.41 per share for the 2.0% Convertible Senior Notes. The conversion feature of both notes was anti-dilutive during fiscal 2017 due to a loss from continuing operations. The conversion feature of our 2.5% Convertible Senior Notes was also anti-dilutive during fiscal 2016 due to a loss from continuing operations. See Note 7 for more information on our debt.
Note 14. Segment and Geographic Information
We operate in the following two reportable segments, which are the same as our operating segments:
| • | Enterprise Security. Our Enterprise Security segment focuses on providing solutions to protect organizations so they can securely conduct business while leveraging new platforms |
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| and data. Our Enterprise Security portfolio includes products, services and solutions that are delivered as part of an Integrated Cyber Defense platform. |
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| • | Consumer Digital Safety. Our Consumer Digital Safety segment focuses on providing solutions to protect information, devices, networks and the identities of consumers. These solutions include our Norton-branded security solutions and LifeLock identity theft protection solutions. |
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Operating segments are based upon the nature of our business and how our business is managed. Our Chief Operating Decision Makers (“CODMs”), comprised of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), use our operating segment financial information to evaluate segment performance and to allocate resources.
There were no inter-segment sales for the periods presented. The following table summarizes the operating results of our reportable segments:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Total Segments: | ||||||||||||
| Net revenues | $ | 4,834 | $ | 4,019 | $ | 3,600 | ||||||
| Operating income | $ | 1,584 | $ | 1,026 | $ | 1,026 | ||||||
| Enterprise Security: | ||||||||||||
| Net revenues | $ | 2,554 | $ | 2,355 | $ | 1,930 | ||||||
| Operating income | $ | 473 | $ | 187 | $ | 102 | ||||||
| Consumer Digital Safety: | ||||||||||||
| Net revenues | $ | 2,280 | $ | 1,664 | $ | 1,670 | ||||||
| Operating income | $ | 1,111 | $ | 839 | $ | 924 |
We do not allocate to our operating segments certain operating expenses that we manage separately at the corporate level and are not used in evaluating the results of, or in allocating resources to, our segments. These unallocated expenses consist primarily of stock-based compensation expense; amortization of intangible assets; restructuring, transition and other costs; and acquisition-related costs. In addition, corporate charges previously allocated to Veritas prior to its operational separation in the third quarter of fiscal 2016, but not reclassified within discontinued operations, were not reallocated to our segments. See Note 3 for more information about our discontinued operations.
The following table provides a reconciliation of our total reportable segments’ operating income to our total operating income (loss):
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Total segment operating income | $ | 1,584 | $ | 1,026 | $ | 1,026 | ||||||
| Reconciling items: | ||||||||||||
| Unallocated corporate charges related to Veritas | - | - | 186 | |||||||||
| Stock-based compensation expense | 610 | 440 | 161 | |||||||||
| Amortization of intangible assets | 453 | 293 | 86 | |||||||||
| Restructuring, transition and other costs | 410 | 273 | 136 | |||||||||
| Acquisition-related costs | 60 | 120 | - | |||||||||
| Other unallocated costs | 2 | - | - | |||||||||
| Total consolidated operating income (loss) from continuing operations | $ | 49 | $ | (100 | ) | $ | 457 | |||||
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Products and services revenue information
The following table summarizes net revenues by significant product and services categories:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Enterprise Security: | ||||||||||||
| Endpoint and information protection | $ | 983 | $ | 947 | $ | 959 | ||||||
| Network and web security | 782 | 451 | 29 | |||||||||
| WSS and PKI | 238 | 422 | 413 | |||||||||
| Other products and services | 551 | 535 | 529 | |||||||||
| Total Enterprise Security | $ | 2,554 | $ | 2,355 | $ | 1,930 | ||||||
| Consumer Digital Safety: | ||||||||||||
| Consumer security | $ | 1,504 | $ | 1,527 | $ | 1,610 | ||||||
| Identity and information protection | 776 | 137 | 60 | |||||||||
| Total Consumer Digital Safety | 2,280 | 1,664 | 1,670 | |||||||||
| Total net revenues | $ | 4,834 | $ | 4,019 | $ | 3,600 | ||||||
Endpoint and information protection products include endpoint security, advanced threat protection, and information protection solutions and their related support services. Network and web security products include network security, web security, and cloud security solutions and their related support services. WSS and PKI products consist of the solutions we divested on October 31, 2017. Other products and services primarily consist of email security products, managed security services, consulting and other professional services.
Consumer security products include Norton security, Norton Secure VPN, and other consumer security solutions. Identity and information protection products include LifeLock identity theft protection and other information protection solutions.
Geographical information
Net revenues by geography are based on the billing addresses of our customers. The following table represents net revenues by geographic area for the periods presented:
| Year Ended | ||||||||||||
| (In millions) | March 30, 2018 | March 31, 2017 | April 1, 2016 | |||||||||
| Americas | $ | 3,031 | $ | 2,329 | $ | 2,113 | ||||||
| EMEA | 1,048 | 955 | 894 | |||||||||
| APJ | 755 | 735 | 593 | |||||||||
| Total net revenues | $ | 4,834 | $ | 4,019 | $ | 3,600 | ||||||
Note: The Americas include U.S., Canada and Latin America; EMEA includes Europe, Middle East and Africa; APJ includes Asia Pacific and Japan
Revenues from customers inside the U.S. were $2.8 billion, $2.1 billion and $1.9 billion during fiscal 2018, 2017 and 2016, respectively. No other individual country accounted for more than 10% of revenues.
Most of our assets, excluding cash and cash equivalents and short-term investments, as of March 30, 2018 and March 31, 2017, were attributable to our U.S. operations. The table below
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represents cash, cash equivalents and short-term investments held in the U.S. and internationally in various foreign subsidiaries.
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| U.S. | $ | 858 | $ | 950 | ||||
| International | 1,304 | 3,306 | ||||||
| Total cash, cash equivalent and short-term investments | $ | 2,162 | $ | 4,256 | ||||
The table below represents our property and equipment, net of accumulated depreciation and amortization, by geographic area, based on the physical location of the asset, at the end of each period presented.
| (In millions) | March 30, 2018 | March 31, 2017 | ||||||
| U.S. | $ | 677 | $ | 822 | ||||
| International(1) | 101 | 115 | ||||||
| Total property and equipment, net | $ | 778 | $ | 937 | ||||
| (1) | No individual country represented more than 10% of the respective totals. |
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Significant customers
In fiscal 2018, 2017 and 2016, no customer accounted for more than 10% of our net revenues.
Note 15. Commitments and Contingencies
Lease commitments
We lease certain of our facilities, equipment, and data center co-locations under operating leases that expire at various dates through fiscal 2029. We currently sublease some space under various operating leases that will expire on various dates through fiscal 2022. Some of our leases contain renewal options, escalation clauses, rent concessions, and leasehold improvement incentives. Rent expense under operating leases was $78 million, $79 million, and $103 million for fiscal 2018, 2017, and 2016, respectively.
The minimum future rentals on non-cancelable operating leases by fiscal year are as follows:
| (In millions) | March 30, 2018 | |||
| 2019 | $ | 78 | ||
| 2020 | 49 | |||
| 2021 | 43 | |||
| 2022 | 30 | |||
| 2023 | 16 | |||
| Thereafter | 37 | |||
| Total minimum future lease payments | 253 | |||
| Sublease income | (17 | ) | ||
| Total minimum future lease payments, net | $ | 236 | ||
Purchase obligations
We have purchase obligations that are associated with agreements for purchases of goods or services. Management believes that cancellation of these contracts is unlikely and we expect to make future cash payments according to the contract terms.
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The following reflects estimated future payments for purchase obligations by fiscal year:
| (In millions) | March 30, 2018 | |||
| 2019 | $ | 496 | ||
| 2020 | 85 | |||
| 2021 | 41 | |||
| 2022 | 18 | |||
| 2023 | 13 | |||
| Thereafter | 6 | |||
| Total purchase obligations | $ | 659 | ||
Deemed repatriation taxes
Under the Act, we are required to pay a one-time transition tax on untaxed foreign earnings of our foreign subsidiaries over an 8-year period. See Note 10 for more information regarding the Act and its impact on our income taxes. The following reflects estimated future payments for deemed repatriation taxes by fiscal year:
| (In millions) | March 30, 2018 | |||
| 2019 | $ | 72 | ||
| 2020 | 72 | |||
| 2021 | 72 | |||
| 2022 | 72 | |||
| 2023 | 72 | |||
| Thereafter | 536 | |||
| Total obligations | $ | 896 | ||
Indemnifications
In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, subsidiaries and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements or representations and warranties made by us. In addition, our bylaws contain indemnification obligations to our directors, officers, employees and agents, and we have entered into indemnification agreements with our directors and certain of our officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our bylaws and to provide additional procedural protections. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, we have not incurred material costs as a result of obligations under these agreements and we have not accrued any material liabilities related to such indemnification obligations in our Consolidated Financial Statements.
In connection with the sale of Veritas, we assigned several leases to Veritas Technologies LLC or its related subsidiaries. As a condition to consenting to the assignments, certain lessors required us to agree to indemnify the lessor under the applicable lease with respect to certain matters, including, but not limited to, losses arising out of Veritas Technologies LLC or its related subsidiaries’ breach of payment obligations under the terms of the lease. As with our other indemnification obligations
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discussed above and in general, it is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. As with our other indemnification obligations, such indemnification agreements might not be subject to maximum loss clauses and to date, generally under our real estate obligations, we have not incurred material costs as a result of such obligations under our leases and have not accrued any liabilities related to such indemnification obligations in our Consolidated Financial Statements.
We provide limited product warranties and the majority of our software license agreements contain provisions that indemnify licensees of our software from damages and costs resulting from claims alleging that our software infringes on the intellectual property rights of a third party. Historically, payments made under these provisions have been immaterial. We monitor the conditions that are subject to indemnification to identify if a loss has occurred.
Litigation contingencies
Audit Committee Investigation
Several securities class action and derivative lawsuits were filed against us following our announcement on May 10, 2018 of the Audit Committee Investigation, including an action brought derivatively on behalf of Symantec’s 2008 Employee Stock Purchase Plan. In addition, we have received certain demands from purported stockholders to inspect corporate books and records under Delaware law. No specific amounts of damages have been alleged in these lawsuits. We will continue to incur legal fees in connection with these pending cases, including expenses for the reimbursement of legal fees of present and former officers and directors under indemnification obligations. The expense of continuing to defend such litigation may be significant. We intend to defend these lawsuits vigorously, but there can be no assurance that we will be successful in any defense. If any of the lawsuits related to our Audit Committee Investigation are decided adversely, we may be liable for significant damages directly or under our indemnification obligations, which could adversely affect our business, results of operations and cash flows. At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a result of these lawsuits or estimate the range of any potential loss.
GSA
During the first quarter of fiscal 2013, we were advised by the Commercial Litigation Branch of the Department of Justice’s (“DOJ”) Civil Division and the Civil Division of the U.S. Attorney’s Office for the District of Columbia that the government is investigating our compliance with certain provisions of our U.S. General Services Administration (“GSA”) Multiple Award Schedule Contract No. GS-35F-0240T effective January 24, 2007, including provisions relating to pricing, country of origin, accessibility, and the disclosure of commercial sales practices.
As reported on the GSA’s publicly-available database, our total sales under the GSA Schedule contract were approximately $222 million from the period beginning January 2007 and ending September 2012. We have fully cooperated with the government throughout its investigation and in January 2014, representatives of the government indicated that their initial analysis of our actual damages exposure from direct government sales under the GSA schedule was approximately $145 million; since the initial meeting, the government’s analysis of our potential damages exposure relating to direct sales has increased. The government has also indicated they are going to pursue claims for certain sales to California, Florida, and New York as well as sales to the federal government through reseller GSA Schedule contracts, which could significantly increase our potential damages exposure.
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In 2012, a sealed civil lawsuit was filed against Symantec related to compliance with the GSA Schedule contract and contracts with California, Florida, and New York. On July 18, 2014, the Court-imposed seal expired, and the government intervened in the lawsuit. On September 16, 2014, the states of California and Florida intervened in the lawsuit, and the state of New York notified the Court that it would not intervene. On October 3, 2014, the DOJ filed an amended complaint, which did not state a specific damages amount. On October 17, 2014, California and Florida combined their claims with those of the DOJ and the relator on behalf of New York in an Omnibus Complaint, and a First Amended Omnibus Complaint was filed on October 8, 2015; the state claims also do not state specific damages amounts.
It is possible that the litigation could lead to claims or findings of violations of the False Claims Act, and could be material to our results of operations and cash flows for any period. Resolution of False Claims Act investigations can ultimately result in the payment of somewhere between one and three times the actual damages proven by the government, plus civil penalties in some cases, depending upon a number of factors. Our current estimate of the low end of the range of the probable estimated loss from this matter is $25 million, which we have accrued. This amount contemplates estimated losses from both the investigation of compliance with the terms of the GSA Schedule contract as well as possible violations of the False Claims Act. There is at least a reasonable possibility that a loss may have been incurred in excess of our accrual for this matter, however, we are currently unable to determine the high end of the range of estimated losses resulting from this matter.
Finjan
On August 28, 2013, Finjan filed a complaint against Blue Coat Systems, Inc. in the U.S. District Court for the Northern District of California alleging that certain Blue Coat products infringe six of Finjan’s U.S. patents. On August 4, 2015, a jury returned a verdict that certain Blue Coat products infringe five of the Finjan patents-in-suit and awarded Finjan lump-sum damages of $40 million. On November 20, 2015, the trial court entered a judgment in favor of Finjan on the jury verdict and certain non-jury legal issues. On July 28, 2016, in its ruling on post-trial motions the trial court denied Blue Coat’s motions seeking a new trial or judgment as a matter of law and denied Finjan’s request for enhanced damages and attorneys’ fees. In August 2016, we completed our acquisition of Blue Coat. We subsequently filed an appeal with the Federal Circuit Court of Appeals. On January 10, 2018, the Federal Circuit Court of Appeals issued an opinion favorable to us. The decision reversed or vacated all but $8 million of the judgment against Blue Coat and remanded to the District Court to determine whether Finjan is entitled to a new trial on damages related to one of the patents. Blue Coat previously accrued $40 million in connection with Finjan, which was assumed by us as a part of the acquisition of Blue Coat. On February 28, 2018, we entered into a confidential settlement agreement with Finjan. We agreed to pay Finjan $65 million in exchange for a global license to Finjan’s patent portfolio. The settlement agreement resolved all pending litigations between the parties, including Blue Coat. Refer to Note 5 to the Consolidated Financial Statements for further information.
Other
We are involved in a number of other judicial and administrative proceedings that are incidental to our business. Although adverse decisions (or settlements) may occur in one or more of the cases, it is not possible to estimate the possible loss or losses from each of these cases. The final resolution of these lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on our business, results of operations, financial condition or cash flows.
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Note 16. Subsequent Events
Restructuring plan
On August 2, 2018, we announced a restructuring plan under which we will initiate targeted reductions of our global workforce of up to approximately 8%. We estimate that we will incur total costs in connection with the restructuring plan of approximately $50 million, primarily for severance and termination benefits. These actions are expected to be completed in fiscal 2019.
Purchase obligations
In September 2018, we entered into a five-year purchase agreement with a service provider for a total contract value of $500 million.
Debt covenant compliance
Subsequent to March 30, 2018, we did not meet the requirements in the Senior Term Loan agreements A-2, A-5, the revolving credit facility agreement, the Convertible Senior Notes agreements and the agreement for our 5.0% Senior Note due April 15, 2025 to deliver audited financial statements for our fiscal year ended March 30, 2018 and file our annual report on Form 10-K for such period with the SEC by the specified deadlines. In addition, we subsequently did not meet the requirements under the Convertible Senior Notes agreements and the agreement for our 5.0% Senior Note due April 15, 2025 to file our quarterly report on Form 10-Q for our fiscal quarter ended June 29, 2018 with the SEC by the specified deadlines.
On June 22, 2018, we reached agreement with lenders to waive the financial reporting requirements under the Senior Term Loan agreements A-2, A-5 and the revolving credit facility agreement through October 27, 2018. We satisfied these requirements for our fiscal year 2018 by filing this Form 10-K for our year ended March 30, 2018.
The filing of this Form 10-K also satisfied our SEC reporting requirements for our fiscal year ended March 30, 2018 under the Convertible Senior Notes agreements and the agreement for our 5.0% Senior Note due April 15, 2025. We have not yet met our SEC reporting requirements under these notes for our quarter ended June 30, 2018.
The failure to meet these reporting requirements under the 5.0% Notes and the Convertible Senior Notes does not mature into the right for noteholders to take action until notice is received from noteholders and a grace period, as defined in the associated indentures, has passed. Furthermore, according to the Convertible Senior Note agreements, we have the option to remedy an event of default by paying additional interest for up to 360 days after the passage of the grace period. As of this date, no notice has been received from noteholders.
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Schedule II
SYMANTEC CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
All financial statement schedules have been omitted, since the required information is not applicable or is not present in material amounts, and/or changes to such amounts are immaterial to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements and notes thereto included in this Form 10-K.
3. Exhibits
| Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||
| 2.01(§) | Purchase Agreement dated as of August 11, 2015, by and between Symantec Corporation and Havasu Holdings Ltd. | 8-K | 000-17781 | 2.01 | 8/13/2015 | |||||||
| 2.02 | Amendment, dated January 19, 2016, to the Purchase Agreement dated as of August 11, 2015, by and between Symantec Corporation and Veritas Holdings Ltd. (f/k/a Havasu Holdings Ltd.) | 8-K | 000-17781 | 2.01 | 1/20/2016 | |||||||
| 2.03(§) | Agreement and Plan of Merger, dated as of June 12, 2016, by and among Symantec Corporation, S-B0616 Merger Sub, Inc. and Blue Coat, Inc. | 8-K | 000-17781 | 2.01 | 6/14/2016 | |||||||
| 2.04 | Investment Agreement, dated as of June 12, 2016, by and among Symantec Corporation, Bain Capital Fund XI, L.P., Bain Capital Europe Fund IV, L.P. and Silver Lake Partners IV Cayman (AIV II), L.P. (including the form of Indenture attached as Exhibit A thereto). | 8-K | 000-17781 | 2.02 | 6/14/2016 |
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| Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||
| 32.02(††) | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 101.INS | XBRL Instance Document | X | ||||||||||
| 101.SCH | XBRL Taxonomy Schema Linkbase Document | X | ||||||||||
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document | X | ||||||||||
| 101.LAB | XBRL Taxonomy Labels Linkbase Document | X | ||||||||||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document | X | ||||||||||
| 101.DEF | XBRL Taxonomy Definition Linkbase Document | X |
| * | Indicates a management contract, compensatory plan or arrangement. |
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| ** | Filed by LifeLock, Inc. |
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| § | The exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally copies of any such exhibits and schedules to the SEC upon request. |
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| §§ | Paper filing. |
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| † | Filed by Veritas Software Corporation. |
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| †† | This exhibit is being furnished, rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
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