Gen Digital (GEN) 10-K risk factor changes: FY2019 vs FY2018
The 2019-03-29 10-K against the 2018-03-30 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A217 rewritten228 added47 removed142 unchanged
All filing items1,493 rewritten1,237 added2,098 removed710 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 1,237 added, 2,098 removed, 1,493 rewritten and 710 unchanged across 21 items that differ.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2019; struck-through words were in FY2018. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
217 rewritten, 228 added, 47 removed, 142 unchanged
The list is not [removed: exhaustive] [added: exhaustive,] and you should carefully consider these risks and uncertainties before investing in our common stock.
[removed: _A] [added: A] decrease in demand for our solutions could adversely affect our financial [removed: results._][added: results.]
We are subject to fluctuations in demand for our solutions due to a variety of factors, including market transitions, general economic conditions, competition, product obsolescence, technological change, shifts in buying patterns, the timing and duration of hardware refresh cycles, financial difficulties and budget constraints of our current and potential customers, public awareness of security threats to IT [removed: systems] [added: systems,] and other factors.
[removed: _Fluctuations] [added: Fluctuations] in our quarterly financial results have affected the trading price of our outstanding securities in the past and could affect the trading price of [added: our] outstanding securities in the [removed: future._][added: future.]
Factors associated with our industry, the operation of our business, and the markets for our solutions may cause our quarterly financial results to fluctuate, [removed: including:][added: including but not limited to:]
| [removed: |] • | [removed: |] Fluctuations in our revenue due to the transition of our sales contracts to a higher mix of products subject to ratable versus point-in-time revenue recognition; |
| [removed: |] • | [removed: |] Fluctuations in demand for our solutions; |
| [removed: |] • | [removed: |] Entry of new competition into our markets; |
| [removed: |] • | [removed: |] Competitive pricing pressure for one or more of our classes of our solutions; |
| [removed: |] • | [removed: |] Our ability to timely complete the release of new or enhanced versions of our solutions; |
| [removed: |] • | [removed: |] The timing and extent of significant restructuring charges; |
| [removed: |] • | [removed: |] The impact of acquisitions and our ability to achieve expected synergies; |
| [removed: |] • | [removed: |] Fluctuations in foreign currency exchange rates; |
| [removed: |] • | [removed: |] The number, severity, and timing of threat outbreaks (e.g. worms, viruses, malware, [removed: ransomware] [added: ransomware,] and other malicious threats) and cyber security incidents (e.g., large scale data breaches); |
| [removed: |] • | [removed: |] Our resellers making a substantial portion of their purchases near the end of each quarter; |
| [removed: |] • | [removed: |] Customers’ tendency to negotiate licenses and other agreements near the end of each quarter; |
| [removed: |] • | [removed: |] Cancellation, deferral, or limitation of orders by customers; |
| [removed: |] • | [removed: |] Changes in the mix or type of products and subscriptions [removed: sold;] [added: sold and changes in the renewal rates for our subscriptions;] |
| [removed: |] • | [removed: |] Our ability to achieve targeted operating income and [removed: margins;] [added: margins and revenues;] |
| [removed: |] • | [removed: |] Movements in interest rates; [added: and] |
| [removed: |] • | [removed: |] The rate of adoption of new [removed: technologies and] [added: technologies,] new releases of operating [removed: systems;] [added: systems, and new business processes;] |
| [removed: |] • | [removed: |] Changes in tax laws, rules, and [removed: regulations;] [added: regulations.] |
| [removed: |] • | [removed: |] Political and military instability caused by war or other events, which could slow spending within our target markets, delay sales cycles, and otherwise adversely affect our ability to generate revenues and operate effectively; |
| [removed: |] • | [removed: |] The [removed: timing of and] [added: timing,] rate and [removed: discounts at which customers] [added: pricing of customer purchases to] replace older versions of our hardware products that [removed: reach] [added: have reached] end of life; [removed: and] |
| [removed: |] • | [removed: |] Disruptions in our business operations or target markets caused by, among other things, terrorism or other intentional acts, outbreaks of disease, or earthquakes, floods, or other natural [removed: disasters.] [added: disasters;] |
[removed: _Our] [added: Our] business depends on customers renewing their arrangements for maintenance, subscriptions, managed security [removed: services] [added: services,] and cloud-based [removed: (“cloud”) offerings._][added: (cloud) offerings.]
A large portion of our [added: Enterprise Security] revenue is derived from arrangements for maintenance, subscriptions, managed security [removed: services] [added: services,] and cloud offerings, yet customers have no contractual obligation to purchase additional solutions after the initial subscription or contract period.
[removed: Our] [added: While we believe our] customers’ renewal rates, [removed: and our] [added: in general, have been relatively stable in recent periods,] customer [removed: retention,] [added: retention and renewal rates] may decline or fluctuate as a result of a number of factors, including [removed: their] [added: our customers’] level of satisfaction with our solutions or our customer support, customer [removed: budgets] [added: budgets,] and the pricing of our solutions compared with the solutions offered by our competitors, any of which may cause our revenue to grow more slowly than expected, or to decline.
If these efforts fail, [removed: or] if our customers do not renew for other reasons, or if [removed: they] [added: our customers] renew on terms less favorable to us, our revenue may [removed: decline] [added: decline,] and our business will suffer.
[removed: _Matters] [added: Matters] relating to or arising from our [added: completed] Audit Committee [removed: investigation,] [added: Investigation,] including regulatory investigations and proceedings, litigation [removed: matters] [added: matters,] and potential additional expenses, may adversely affect our business and results of [removed: operations._][added: operations.]
As previously disclosed in our public filings, the Audit Committee [removed: of our Board of Directors (the “Audit Committee”) has recently] completed [removed: an] [added: its] internal investigation [removed: (the “Audit Committee Investigation”).][added: in September 2018.]
In connection with the Audit Committee Investigation, we voluntarily contacted the [removed: SEC in May 2018.][added: SEC.]
The SEC commenced a formal [removed: investigation] [added: investigation,] and we continue to cooperate with that investigation.
[removed: Furthermore, if] [added: If] the SEC commences legal action, we could be required to pay significant penalties and become subject to injunctions, a cease and desist [removed: order] [added: order,] and other equitable remedies.
We have incurred, and [removed: may] [added: will] continue to incur, significant expenses related to [removed: legal, accounting,] [added: legal] and other professional services in connection with the [removed: internal investigation] [added: ongoing SEC investigation, which may continue to adversely affect our business] and [removed: related legal matters.][added: financial condition.]
In addition, securities class actions and other lawsuits have been filed against us, our [removed: directors] [added: directors,] and officers (see also, “We are subject to pending securities class action and stockholder derivative legal [removed: proceedings” below).][added: proceedings .]
Any future investigations or additional lawsuits may [added: also] adversely affect our business, financial condition, results of [removed: operations] [added: operations,] and cash flows.
[removed: _We] [added: We] are subject to pending securities class action and stockholder derivative legal proceedings that may adversely affect our [removed: business._][added: business.]
In addition, we have received [removed: certain] demands from purported stockholders to inspect corporate books and records under Delaware law.
Further, the amount of time that will be required to resolve these lawsuits is [removed: unpredictable] [added: unpredictable,] and these actions may divert management’s attention from the day-to-day operations of our business, which could further adversely affect our business, results of [removed: operations] [added: operations,] and cash flows.
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| • | Loss of customers or strategic partners; |
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| • | Consumer confidence and spending changes, which could be impacted by market changes and general economic conditions, among other reasons; |
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| • | The impact of litigation, regulatory inquiries, or investigations; |
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| | • | | The timing of satisfying revenue recognition criteria, particularly with regard to our enterprise sales transactions, as a result of our adoption of new revenue recognition accounting standards under ASC 606 on March 31, 2018; |
##### [Table of Contents](#toc)
| | • | | Weakness or uncertainty in general economic or industry conditions in any of the multiple markets in which we operate that could reduce customer demand and ability to pay for our solutions; |
The completion of the Audit Committee investigation and filing of delinquent periodic reports will not automatically resolve the SEC investigation.
These expenses, the delay in timely filing our periodic reports, and the diversion of the attention of the management team that has occurred, and is expected to continue, has adversely affected, and could continue to adversely affect, our business and financial condition.
As a result of the matters reported above, we are exposed to greater risks associated with litigation, regulatory proceedings and government enforcement actions.
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.
_We have not been in compliance with Nasdaq’s requirements for continued listing and as a result our common stock may be delisted from trading on Nasdaq, which would have a material effect on us and our stockholders._
We were delinquent in the filing of our periodic reports with the SEC and have delayed convening our 2018 Annual Meeting of Stockholders (the “Annual Meeting”), as a result of which we are not in compliance with listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the SEC.
Under Nasdaq’s listing rules, we were permitted to submit to Nasdaq a plan to regain compliance with the Nasdaq listing rules.
We previously submitted such a plan to the Nasdaq Staff, and Nasdaq has granted us until November 26, 2018 to regain compliance.
We expect to file our delinquent Quarterly Reports as promptly as practicable following this Annual Report filing, however there can be no guarantee that we will be able to file by November 26, 2018, in which case our common stock may again be subject to delisting by Nasdaq.
If our common stock is delisted, there can no assurance whether or when it would
again be listed for trading on Nasdaq or any other exchange.
If our common stock is delisted, the market price of our shares will likely decline and become more volatile, and our stockholders may find that their ability to trade in our stock will be adversely affected.
Furthermore, institutions whose charters do not allow them to hold securities in unlisted companies might sell our shares, which could have a further adverse effect on the price of our stock.
From time to time, key personnel leave our company.
These risks may be exacerbated by the uncertainty associated with the acquisitions, divestitures and transitions we have experienced over the last few years.
and operating results.
These costs may
pricing strategy or provide guarantees of prices.
delays, or cessation of our licensing, which could cause us to lose existing or potential customers and could adversely affect our operating results.
continuity events that could have a significant disruptive effect on our operations.
For example, in January 2016 we completed the sale of Veritas, and in October 2017 we divested our WSS and PKI solutions.
_Direct Sales_.
Moreover, LifeLock entered into consent decrees and similar arrangements with the Federal Trade
_If we fail to accurately predict our manufacturing requirements and manage our supply chain we could incur additional costs or experience manufacturing delays that could harm our business._
We generally provide forecasts of our requirements to our supply chain partners on a rolling basis.
If our forecast exceeds our actual requirements, a supply chain partner may assess additional charges or we may have liability for excess inventory, each of which could negatively affect our gross margin.
If our forecast is less than our actual requirements, the applicable supply chain partner may have insufficient time or components to produce or fulfill our product requirements, which could delay or interrupt manufacturing of our products or fulfillment of orders for our products, and result in delays in shipments, customer dissatisfaction, and deferral or loss of revenue.
Further, we may be required to purchase sufficient inventory to satisfy our future needs in situations where a component or product is being discontinued.
If we fail to accurately predict our requirements, we may be unable to fulfill those orders or we may be required to record charges for excess inventory.
Any of the foregoing could adversely affect our business, financial condition or results of operations.
_We are dependent on original design manufacturers, contract manufacturers and third-party logistics providers to design and manufacture our hardware-based products and to fulfill orders for our hardware-based products._
We depend primarily on original design manufacturers (each of which is a third-party original design manufacturer for numerous companies) to co-design and co-develop the hardware platforms for our products.
We also depend on independent contract manufacturers (each of which is a third-party contract manufacturer for numerous companies) to manufacture and fulfill our hardware-based products.
These supply chain partners are not committed to design or manufacture our products, or to fulfill orders for our products, on a long-term basis in any specific quantity or at any specific price.
In addition, certain of our products or key components of our products are currently manufactured by a single third-party supplier.
There are alternative suppliers that could provide components, as our agreements do not provide for exclusivity or minimum purchase quantities, but the transition and qualification from one supplier to another could be lengthy, costly and difficult.
An excerpt. Shown here: 40 of 217 rewritten, 40 of 228 added and 40 of 47 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2019 filing and the FY2018 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
167 rewritten, 209 added, 93 removed, 65 unchanged
[removed: OVERVIEW][added: OVERVIEW]
[removed: Fiscal] [added: Fiscal] calendar and basis of [removed: presentation][added: presentation]
[removed: Unless otherwise stated, references to years] [added: Fiscal 2019, 2018, and 2017] in this report [removed: relate] [added: refers] to fiscal year ended March [added: 29, 2019, March] 30, 2018, [added: and] March 31, [removed: 2017 and April 1, 2016,] [added: 2017, respectively,] each of which was a 52-week year.
[removed: Key] [added: Key] financial [removed: metrics][added: metrics]
The following table provides our key financial metrics for [removed: continuing operations for] fiscal [removed: 2018] [added: 2019] compared with fiscal [removed: 2017:][added: 2018:]
| [removed: (In] [added: (In] millions, except for percentages and per share [removed: amounts) |] [added: amounts)] | [removed: Fiscal 2018] [added: Fiscal 2018] | | | | [removed: Fiscal 2017] [added: Fiscal 2017] | | |
| Net revenues | [removed: |] $ | 4,834 | | | $ | 4,019 | |
| Operating income (loss) | [removed: |] $ | 49 | | | $ | (100 | ) |
| Income (loss) from continuing operations | [removed: |] $ | 1,127 | | | $ | (236 | ) |
| Income (loss) per share from continuing operations [removed: —] [added: -] diluted | [removed: |] $ | 1.69 | | | $ | (0.38 | ) |
| Cash, cash [removed: equivalent] [added: equivalents] and short-term investments | [removed: |] $ | 2,162 | | | $ | 4,256 | |
| Net cash provided by (used in) continuing operating activities | [removed: |] $ | 957 | | | $ | (145 | ) |
| Deferred revenue | [removed: |] $ | 3,103 | | | $ | 2,787 | |
| [removed: |] • | [removed: |] Net revenues grew 20% in fiscal 2018 compared to fiscal 2017 primarily as a result of the inclusion of revenue from our [removed: consumer] [added: Consumer Cyber Safety segment] identity and information protection products acquired [added: through our LifeLock acquisition] at the end of fiscal 2017 for a full year and increased revenues from sales of our [removed: enterprise] [added: Enterprise Security segment] network and web security solutions which included products acquired in our fiscal 2017 [removed: acquisition,] [added: acquisition of Blue Coat,] partially offset by a decrease in revenue as a result of the divestiture of our [added: Enterprise Security segment] WSS and PKI solutions. [removed: See Note 14 to the Consolidated Financial Statements for further information on our products and services revenues.] |
| [removed: |] • | [removed: |] Operating income increased primarily as a result of increased net revenues and our cost reduction initiatives and integration synergy program we announced in fiscal 2017. This increase was partially offset by increased operating expenses as a result of [removed: acquisitions of Blue Coat and LifeLock,] [added: our fiscal 2017 acquisitions,] including stock-based compensation, amortization of intangible assets, and advertising and promotional expenses. The increase in operating income was also partially offset by increased transition costs primarily due to costs related to our enterprise resource planning and supporting systems and separation costs related to the divestiture of our WSS and PKI solutions. |
| [removed: |] • | [removed: |] Income from continuing operations and diluted income per share from continuing operations increased primarily as a result of the $653 million gain on the divestiture of our WSS and PKI solutions and a net tax benefit of $690 million primarily as a result of the [added: 2017] Tax [removed: Cuts and Jobs Act (H.R.1) (the “Act”).] [added: Act.] Partially offsetting the increase in the diluted income per share from continuing operations was a higher diluted share count due to including the dilutive effect of potentially issuable common shares under our equity award programs and convertible debt. Such potentially issuable common shares were excluded from our net loss per share computation in fiscal 2017 as they would have been anti-dilutive. |
| [removed: |] • | [removed: |] Cash, cash equivalents and short-term investments decreased primarily as a result of our $3.2 billion of debt repayments as part of our plan to deleverage our balance sheet and $401 million paid for acquisitions, partially offset by $933 million in net cash proceeds from the divestiture of our WSS and PKI solutions and cash flow from continuing operating activities of $957 million. |
| [removed: |] • | [removed: |] Cash flow from continuing operating activities increased primarily due to a one-time tax payment of $887 million related to the gain on sale from the divestiture of our [added: Veritas] information management business [removed: (“Veritas”)] in fiscal 2017 and an increase in deferred revenue. |
| [removed: |] • | [removed: |] Deferred revenue increased $316 [removed: million,] [added: million] primarily due to our shift in sales contracts to a higher mix of solutions subject to ratable versus point in time revenue recognition and longer contract duration in our Enterprise Security segment, which resulted in less in-period revenue recognized, and due to higher billings towards the end of the fiscal year, reflecting seasonal sales cycles in that segment. These factors were partially offset by a decrease of $319 million in deferred revenue as a result of the divestiture of our WSS and PKI solutions. |
[removed: CRITICAL] [added: CRITICAL] ACCOUNTING POLICIES AND [removed: ESTIMATES][added: ESTIMATES]
The preparation of our Consolidated Financial Statements and related notes in accordance with generally accepted accounting principles in the U.S. [removed: (“GAAP”)] [added: (GAAP)] requires us to make estimates, including judgments and assumptions that affect the reported amounts of assets, liabilities, [removed: revenue,] [added: revenue] and expenses, and related disclosure of contingent assets and liabilities.
Management believes that the accounting estimates [removed: employed] [added: employed,] and the resulting amounts are reasonable; however, actual results may differ from these estimates.
Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on our results of operations, financial [removed: position] [added: position,] and cash flows.
[removed: Revenue recognition][added: Revenue recognition]
We recognize revenue primarily pursuant to the requirements under the authoritative guidance on [removed: software revenue recognition, and any applicable amendments or modifications.][added: contracts with customers.]
Revenue recognition requirements [removed: in the software industry] are very complex and require us to make estimates and assumptions.
[removed: Valuation] [added: Valuation] of goodwill, intangible [removed: assets] [added: assets,] and long-lived [removed: assets][added: assets]
[removed: _Business combinations._] We allocate the purchase price of acquired businesses to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date.
Critical estimates in valuing intangible assets include, but are not limited to, future expected cash flows from customer relationships, developed technology, trade [removed: names] [added: names,] and acquired patents; and discount rates.
Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, [removed: estimates] [added: estimates,] or actual results.
[removed: Income taxes][added: Income taxes]
If we determine that the tax position will more likely than not be sustained on audit, the second step requires us to estimate and measure the tax benefit as the largest [added: amount that is more than 50% likely to be realized upon ultimate settlement.]
[removed: Stock-based compensation][added: Stock-based compensation]
We recognize stock-based compensation cost over the award’s requisite service period on a straight-line basis except for performance-based restricted stock units [removed: (“PRUs”)] [added: (PRUs)] with graded vesting which we recognize on a graded basis.
The fair value of each restricted stock unit [removed: (“RSU”)] [added: (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.
We use the Black-Scholes model to determine the fair value of unvested stock options assumed in [removed: acquisitions and the fair value of rights to acquire shares of common stock under our employee stock purchase plan (“ESPP”).][added: acquisitions.]
The options assumed are without dividend [removed: equivalents] [added: equivalents,] and their fair values are discounted by our dividend yield.
[removed: Loss contingencies][added: Loss contingencies]
We review the status of each significant matter [removed: quarterly] [added: quarterly,] and we may revise our estimates.
[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS]
Symantec Corporation is a global leader in cyber security.
We provide cyber security products, services, and solutions to organizations and individuals worldwide.
Founded in 1982, we have operations in more than 45 countries.
Our segments consist of:
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| • | Enterprise Security. Our Enterprise Security segment focuses on providing our Integrated Cyber Defense solutions to help business and government customers unify cloud and on-premises security to deliver a more effective cyber defense solution, while driving down cost and complexity. |
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| • | Consumer Cyber Safety. Our Consumer Cyber Safety segment focuses on providing cyber safety solutions under our Norton LifeLock brand to help consumers protect their devices, online privacy, identities, and home networks. |
For additional information about our offerings, see the discussion in Item 1.
Business, under the heading “Products and Services.”
Our financial results for fiscal 2019 are presented in accordance with the new revenue standard that was adopted under the modified retrospective method at the beginning of fiscal 2019.
Prior period results have not been restated.
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| (In millions, except for percentages and per share amounts) | Fiscal 2019 | | | | Fiscal 2018 | | |
| Operating income | $ | 380 | | | $ | 49 | |
| Net income | $ | 31 | | | $ | 1,138 | |
| Net income per share - diluted | $ | 0.05 | | | $ | 1.70 | |
| Net cash provided by operating activities | $ | 1,495 | | | $ | 950 | |
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| | As of | | | | | | |
| | March 29, 2019 | | | | March 30, 2018 | | |
| Cash, cash equivalents and short-term investments | $ | 2,043 | | | $ | 2,162 | |
| Contract liabilities | $ | 3,056 | | | $ | 3,103 | |
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| • | Net revenues decreased 2% primarily due to the divestiture of our website security (WSS) and public key infrastructure (PKI) solutions in fiscal 2018, partially offset by increased revenue from our identity and information protection solutions. |
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| • | Operating income increased $331 million primarily due to increased revenue from our identity and information protection solutions in our Consumer Cyber Safety segment, lower stock-based compensation expense, and lower restructuring, transition, and other costs, partially offset by the negative impact to Enterprise Security segment operating income due to the fiscal 2018 divestiture of WSS and PKI solutions. |
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| • | Net income and diluted net income per share decreased primarily due to the absence in fiscal 2019 of the gain on the divestiture of WSS and PKI solutions and a net income tax benefit as a result of the passage of the 2017 Tax Act, both of which occurred during fiscal 2018. |
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| • | Net cash provided by operating activities increased $545 million due to higher net income adjusted for non-cash items, partially offset by unfavorable net changes in operating assets and liabilities. |
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| • | Cash, cash equivalents and short-term investments decreased $119 million compared to March 30, 2018, primarily due to cash used for repayment of debt, stock repurchases, and payments of dividends, partially offset by cash from operations. |
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| • | Contract liabilities decreased $47 million compared to March 30, 2018, primarily due to a decrease of $169 million in the March 30, 2018 balances as a result of the adoption of the new revenue recognition standard, partially offset by higher billings versus recognized revenue during fiscal 2019. |
We enter into arrangements with multiple performance obligations, which may include hardware, software licenses, cloud services, support and maintenance, and professional services.
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We enter into arrangements that can include various combinations of software and non-software elements.
Where elements are delivered over different periods of time, and when allowed under GAAP, revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered.
We use a hierarchy to determine the fair value to be used for allocating revenue to non-software elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) estimated selling price (“ESP”).
For software elements, we follow the industry-specific software guidance which only allows for the use of VSOE in establishing fair value.
VSOE of each element is based on the price for which the undelivered element is sold separately by us.
We determine fair value of the undelivered elements based on historical evidence of our stand-alone sales of these elements to third parties or from the stated renewal rate for the undelivered elements.
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.
Our deferred revenue consists primarily of the unamortized balance of enterprise product maintenance, consumer product content updates, managed security services, subscriptions, and arrangements where VSOE does not exist.
Changes to the elements in a software arrangement, the ability to identify VSOE for those elements, the fair value of the respective elements, and increasing flexibility in contractual arrangements could materially impact the amount recognized in the current period and deferred over time.
ESPs for non-software elements are established as best estimates of what the selling prices would be if the deliverables were sold regularly on a stand-alone basis.
Our process for determining ESPs requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable.
amount that is more than 50% likely to be realized upon ultimate settlement.
As of March 30, 2018, we have not completed our accounting for the tax effects of enactment of the Act; however, in certain cases, 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 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.
This includes an income tax benefit of $1.6 billion 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 $1.4 billion.
This was partially offset by $893 million of tax expense that was recorded for the one-time transition tax liability under the Act.
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The increase in revenue from our Consumer Digital Safety segment was primarily a result of the inclusion of revenue from our identity and information protection products acquired at the end of fiscal 2017 for a full year.
_Fiscal 2017 compared to fiscal 2016_
Net revenues increased $419 million, primarily due to an increase of $425 million in revenue from our Enterprise Security segment as a result of the acquisition of Blue Coat during the second quarter of fiscal 2017.
Our percentage of revenue from the Americas increased, primarily as a result of the inclusion of revenue from our identity and information protection products acquired at the end of fiscal 2017 for a full year as sales of these products are generated entirely in the United States.
The geographical distribution of our revenue was relatively consistent in fiscal 2017 compared to fiscal 2016.
Our cost of revenues increased $179 million primarily due to an increase related to our network and web security solutions and consumer identity and information protection products that were acquired in fiscal 2017, including $88 million of increased amortization of acquired intangible assets and $60 million of increased technical support costs primarily driven by the consumer identity and information protection products, and an increase of $30 million in royalty fees.
Our cost of revenues increased $238 million primarily due to $122 million of increased amortization of acquired intangible assets and increased other costs related to sales of our network and web security solutions and consumer identity and information protection products that were acquired in fiscal 2017, including an acquired product inventory fair value write-up of $24 million.
These increases in cost of revenues were partially offset by decreased costs related to Veritas of $22 million.
| Total | | $ | 3,753 | | | $ | 3,266 | | | $ | 2,528 | | | | 15 | % | | | 29 | % |
Sales and marketing expense increased $134 million primarily due to increases of $148 million in advertising and promotional expense, largely related to promotion of our identity and information protection products, and $58 million in stock-based compensation expense.
General and administrative expense increased $10 million primarily due to a $35 million increase in salary and benefits expense as a result of higher headcount, a $15 million increase in stock-based compensation expense and increased cybersecurity and compliance costs, partially offset by a decrease of $41 million in acquisition-related and integration expenses due to a lower level of acquisition activities in fiscal 2018.
Stock-based compensation expense reported in operating expenses increased $163 million to $582 million in fiscal 2018 from $419 million in fiscal 2017, primarily due to the equity awards granted in connection with our fiscal 2018 and 2017 acquisitions.
Amortization of intangible assets increased $73 million primarily due to the intangible assets acquired in our fiscal 2017 acquisitions.
An excerpt. Shown here: 40 of 167 rewritten, 40 of 209 added and 40 of 93 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2019 filing and the FY2018 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
7 rewritten, 12 added, 6 removed, 11 unchanged
[removed: Interest] [added: Interest] rate [removed: risk][added: risk]
As of March [removed: 30, 2018,] [added: 29, 2019,] the fair value of our short-term investments was [removed: $388] [added: $252] million.
As of March [removed: 30, 2018,] [added: 29, 2019,] we had $4.0 billion in aggregate principal amount of fixed-rate Senior Notes and Convertible Senior Notes outstanding, with a carrying amount and a fair value of [removed: $3.9] [added: $4.0] billion, based on Level 2 inputs.
As of March [removed: 30, 2018,] [added: 29, 2019,] we also had [removed: $1.1 billion] [added: $500 million] outstanding debt with variable interest rates based on the London InterBank Offered Rate [removed: (“LIBOR”).][added: (LIBOR).]
[removed: Foreign] [added: Foreign] currency exchange rate [removed: risk][added: risk]
[removed: To the extent] [added: We conduct business in numerous currencies through] our [added: worldwide operations, and our] entities hold monetary assets or liabilities, earn [removed: revenues] [added: revenues,] or incur costs in currencies other than the entity’s functional [removed: currency, they are exposed to foreign exchange gains or losses] [added: currency primarily in Euro, Japanese Yen,] and [removed: impacts to operating results as a result.][added: British Pound.]
A hypothetical ten percent depreciation of foreign currency would result in a reduction in fair value of [removed: $55 million and $29] [added: our forward contracts of $84] million for fiscal [removed: 2018 and fiscal 2017, respectively.][added: 2019.]
In addition, we charge our international subsidiaries for their use of intellectual property and technology and for certain corporate services we provide.
Our cash flow, results of operations and certain of our intercompany balances that are exposed to foreign exchange rate fluctuations may differ materially from expectations, and we may record significant gains or losses due to foreign currency fluctuations and related hedging activities.
As a result, we are exposed to foreign exchange gains or losses which impacts our operating results.
We have a foreign exchange exposure management program designed to identify material foreign currency exposures, manage these exposures, and reduce the potential effects of currency fluctuations on our reported consolidated cash flows and results of operations through which we enter into foreign exchange forward contracts on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries with up to twelve 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.
The gains and losses on these foreign exchange contracts are recorded in interest and other, net in our statement of operations.
As of March 29, 2019, we had open foreign currency forward contracts with notional amounts of $1.1 billion to hedge foreign currency balance sheet exposure, with an insignificant fair value.
In addition, to help protect the net investment in a foreign operation from adverse changes in foreign currency exchange rates, during fiscal 2019, we initiated a program under which we may enter into foreign currency forward and option contracts to offset the changes in the carrying amounts of these investments due to fluctuations in foreign currency exchange rates.
As of March 29, 2019, the notional amount of the related outstanding forward contracts was $116 million, and their fair value was not significant.
These contracts reduce, but do not entirely eliminate, the impact of currency exchange rate movements on investments in foreign operations.
The foreign currency gains and losses on these contracts are recorded in other comprehensive income.
For additional details related to our derivative instruments, please see “Note 9 - Derivatives” to our Consolidated Financial Statements included in this report.
##### [Table of Contents](#toc)
We conduct business in numerous currencies through our worldwide operations and, as such, we are exposed to foreign currency risk.
Our entities conduct their businesses in the primary local currency in which they operate; however, they may also conduct business in other currencies.
As part of our foreign currency risk mitigation strategy, we have entered into foreign exchange forward contracts with up to six months in duration to help mitigate foreign exchange risk; however, we are not able to hedge our foreign currency exposure in a manner that entirely offsets the effects of the changes in foreign exchange rates.
We have considered historical trends in exchange rates and determined that it is possible that adverse changes in exchange rates for any currency could occur.
As of March 30, 2018 and March 31, 2017, we had open foreign currency forward contracts with notional amounts of $848 million and $696 million, respectively.
Item 1. Business
94 rewritten, 139 added, 28 removed, 35 unchanged
[removed: Overview][added: Overview]
We provide cyber security products, [removed: services] [added: services,] and solutions to more than 350,000 organizations and 50 million individuals worldwide.
Our Integrated Cyber Defense Platform helps [removed: enterprise,] business and government customers unify cloud and on-premises security to [removed: protect against threats and safeguard information across every control point] [added: deliver a more effective cyber defense solution, while driving down cost] and [removed: attack vector.][added: complexity.]
Our Cyber Safety solutions [removed: (delivered through the] [added: from] Norton [removed: and] LifeLock [removed: offerings)] help consumers protect their [removed: information,] [added: devices, online privacy,] identities, [removed: devices] and [removed: networks at] home [removed: and online.][added: networks.]
Our business and consumer offerings are powered by the largest civilian threat intelligence network, which uses [added: artificial intelligence,] machine [removed: learning] [added: learning,] and human intelligence to analyze trillions of rows of data every day across hundreds of millions of devices to discover and help prevent advanced threats that might otherwise go undetected.
[removed: Fiscal 2018] [added: Fiscal 2019] Business [removed: Highlights][added: Highlights]
During fiscal [removed: 2018,] [added: 2019,] we continued to make progress enhancing and expanding our product and services portfolio and improving product integration, partner [removed: integration] [added: integration,] and sales delivery to help [removed: business] [added: enterprise] customers deploy our Integrated Cyber Defense Platform.
We also made progress driving [removed: revenue growth and] market adoption [removed: for] [added: and increasing customer retention of] our Consumer [removed: Digital] [added: Cyber] Safety [added: (previously called Consumer Digital Safety)] solutions, building on our Norton [removed: and] LifeLock product portfolio.
In addition, we implemented operational improvements to reduce costs and complexity, building on the business transformation programs we [removed: initiated] [added: completed] in fiscal [removed: 2017,] [added: 2019,] and leveraged synergies from the successful integration of our acquired businesses.
| [removed: |] • | [removed: |] Our [removed: enterprise] product [added: development] teams built extensive point-to-point integrations across endpoint, network, [removed: cloud] [added: cloud,] and email security products, responding to customer demand to consolidate vendors and enhance their security posture across control points. |
| [removed: |] • | [removed: |] We further extended our Integrated Cyber Defense [removed: platform] [added: (ICD) Platform] through application programming interfaces (APIs) and engineering-level integration with more than [removed: 100] [added: 120] certified technology [removed: partners. Their] [added: partners that have developed or are in the process of developing over 250 integrations of] complementary products and services [added: to] expand our ecosystem, helping businesses implement a coordinated and robust approach to threat protection, [removed: detection] [added: detection,] and [removed: response.] [added: response that improves security outcomes and drives down cost and complexity.] |
| [removed: |] • | [removed: |] We [removed: began offering consumers] [added: expanded the marketing of] bundled [added: offerings of cyber safety] services [added: for consumers through the integration] of our Norton-branded security services with LifeLock-branded identity theft protection services, [removed: allowing] [added: to help] individuals and families [removed: to help defend against increasingly complex online threats.] [added: combat ever-evolving cyberthreats.] Bundling these solutions [removed: enabled] [added: enables] us to combine our Norton and LifeLock demand generation and customer relationship management programs to drive new customer acquisition, improve [removed: retention] [added: retention,] and cross-sell within our large installed base. |
| [removed: |] • | [removed: |] We launched significant new products to advance our portfolio and competitive position: |
[removed: Business Strategy][added: Business Strategy]
Our strategy is to combine best-of-breed technology with unmatched scale to deliver [added: a] comprehensive cyber security [removed: platforms] [added: set of solutions] for [removed: enterprise,] business and government customers, as well as consumers.
Our Enterprise Security strategy is to leverage our [removed: product portfolio,] [added: ICD Platform,] partner ecosystem and global threat intelligence network to deliver Integrated Cyber Defense to [removed: enterprise,] business and government [removed: customers.][added: customers, helping them improve security while reducing cost and complexity.]
Our Consumer [removed: Digital] [added: Cyber] Safety strategy is to combine and leverage our portfolio of Norton and LifeLock [removed: brands, products, and services] [added: offerings] to deliver a [removed: comprehensive] set of Cyber Safety solutions that [removed: addresses] [added: address] today’s continually evolving and increasingly complex threat landscape.
This threat landscape puts consumers at increased risk of having their security, [added: online] privacy, and identities compromised.
As [added: the] risks [added: to consumers] shift from PC-based attacks to more sophisticated threats [removed: (ransomware,] [added: such as ransomware,] identity theft, [removed: Internet of Things (“IoT”) risks),] [added: and privacy risks,] our software and services provide a multi-layered approach to protect [removed: consumers everywhere,] [added: consumers,] regardless of device, [removed: network] [added: network,] or location.
[removed: Products] [added: Products] and [removed: Services][added: Services]
[removed: _Enterprise] [added: Enterprise] Security Portfolio: Integrated Cyber [removed: Defense_][added: Defense]
Our Enterprise Security portfolio includes a deep and broad mix of products, [removed: services] [added: services,] and solutions, delivered as part of [removed: an Integrated Cyber Defense platform.][added: our ICD Platform.]
Our platform unifies cloud and on-premises security to provide advanced threat protection and information protection across [removed: all] endpoints, networks, email, and cloud applications.
Key components of [removed: the platform] [added: our ICD Platform] include:
| [removed: |] • | [removed: | Advanced] [added: Advanced] Threat [removed: Protection:] [added: Protection:] Multiple layers of threat prevention, [removed: detection] [added: detection,] and forensic technology provide a robust view of malicious activities across control points, enabling users to contain, [removed: investigate] [added: investigate,] and remediate threats. |
| [removed: |] • | [removed: | Information Protection:] [added: Information Protection:] Encryption, data loss prevention, multi-factor authentication, tagging, and analytics enable businesses and governments to protect confidential information and IT assets while managing compliance requirements and restricting access to authenticated users. |
| [removed: |] • | [removed: | Control Points] [added: Control Points] |
| [removed: |] • | [removed: | Endpoint Security:] [added: Endpoint Security:] A single agent architecture delivers multi-layered security across [removed: all possible] endpoints - desktop, server, mobile, and IoT - and enables customers to protect enterprise and mobile [removed: workforces] [added: workforces,] regardless of operating system, [removed: device] [added: device,] or network security approaches. |
| [removed: |] • | [removed: | Network Security:] [added: Network Security:] Cloud and on-premises network security solutions, based on an advanced proxy architecture, provide superior defense against advanced threats, enable users to protect critical business information, and help ensure secure and compliant use of cloud applications and the web. |
| [removed: |] • | [removed: | Email Security:] [added: Email Security:] Multiple layers of protection (including threat isolation and advanced analytics) against ransomware, spear [removed: phishing] [added: phishing,] and enterprise email compromise help identify targeted [removed: attacks,] [added: attacks] and enable users to protect email against user error and data leakage. |
| [removed: |] • | [removed: | Cloud Security:] [added: Cloud Application Security:] Advanced solutions that secure cloud access, cloud [removed: infrastructure] [added: infrastructure,] and cloud applications, [removed: and provide] [added: providing] in-depth visibility, data security, and threat protection to safeguard users, [removed: information] [added: information,] and workloads across public and private clouds. |
| [removed: |] • | [removed: | Open Ecosystem: A rich] [added: An expansive] set of open APIs [removed: (Application Programming Interfaces)] with over 100 certified technology partners creating the broadest ecosystem in cyber security, enabling a coordinated and [removed: robust] [added: best-in-class] approach to threat protection, [removed: detection] [added: detection,] and response. |
| [removed: |] • | [removed: | Consulting Services:] [added: Consulting Services:] We provide the experience, expertise, and industry intelligence to assist enterprises to better architect, design, implement, and optimize their security software, [removed: people] [added: people,] and processes. Symantec consultants guide enterprises toward solutions that meet their business goals and leave them with the knowledge to maintain and enhance their security environment. |
| [removed: |] • | [removed: | Premium] [added: Premium] Support [removed: Services:] [added: Services:] Our premium support services for enterprises focus on timely and accurate issue resolution by placing a product family expert at the center of a tailored support experience, who provides technical support, manages escalations, delivers case and system reviews, oversees environmental health checks, and provides proactive services [removed: like] [added: such as] upgrade planning and feature optimization. |
| [removed: |] • | [removed: | Cyber] [added: Cyber] Security [removed: Services:] [added: Services:] We provide continual threat monitoring, customized guidance, and 24x7 personalized service within an enterprise’s security environment through our Managed Security Services, [removed: DeepSight] [added: Deep Sight] Intelligence, and Incident Response Services. |
[removed: _Consumer Digital] [added: Consumer Cyber] Safety [removed: Portfolio_][added: Portfolio]
| [removed: |] • | [removed: | Norton Security:] [added: Norton Security:] Our Norton Security solutions are available as a subscription service providing protection for devices against malware, viruses, adware, and ransomware on multiple platforms: Windows, Mac, [removed: Android] [added: Android,] and iOS. Users also have access to a password manager, parental controls, and safe web browsing that blocks malicious sites and filters browser search results. Users also can perform secure cloud backups of photos, financial [removed: files] [added: files,] and other important documents on Windows, providing additional protection in the event ransomware attacks make these files unavailable. For mobile devices, Norton Security also filters risky apps, enables stolen device recovery, provides contact recovery, and blocks unwanted spam texts and calls. Norton Security includes 24x7 support by trained support agents who [removed: work] [added: are available] to [removed: remediate any problems.] [added: assist customers.] |
| [removed: |] • | [removed: | LifeLock] [added: LifeLock] Identity Theft [removed: Protection:] [added: Protection:] Our LifeLock identity theft protection solution provides identity monitoring, alerts, and restoration to our customers. LifeLock puts users in control of their identity elements, including social security numbers, bank accounts, email addresses, physical addresses, [added: and] driver’s license and phone numbers. The service alerts users on key events and recommends actions to prevent unauthorized access. If an identity theft takes place, LifeLock’s identity experts work with the user to restore their identities, managing interaction with various governmental agencies, financial [removed: institutions] [added: institutions,] and merchants - and addressing legal fees, wage [removed: loss] [added: loss,] and associated damages. |
| [removed: |] • | [removed: | Norton] [added: Norton] Wi-Fi [removed: Privacy:] [added: Privacy VPN:] Our Norton Wi-Fi Privacy [added: VPN] service offers a protected way to connect to the Internet, encrypting data users send over [removed: Internet] [added: internet] connections and enhancing levels of privacy online. With this service, users can confidently [removed: send] [added: access] private information [removed: like] [added: such as] passwords, bank details, and credit card numbers when using public Wi-Fi on PC, [removed: Mac] [added: Mac,] or mobile device without risk of compromise. Users can also [removed: access] [added: connect] globally to their favorite [added: apps, websites, and online streaming by changing their virtual location. This service also limits the ability of websites to track users, thereby eliminating persistent personalized ads based on browsing history.] |
[removed: Sales] [added: Sales] and Go-to-Market [removed: Strategy][added: Strategy]
| | |
| | |
| --- | --- |
| | |
| --- | --- |
| | |
| --- | --- |
| | |
| --- | --- |
| ◦ | Symantec Advanced EDR Tools and Managed EDR: We introduced Symantec’s Advanced Endpoint Detection and Response (EDR) tools and fully managed EDR (MEDR) service, enabling security teams around the world to stay ahead of threats. EDR improves incident response, threat hunting, and forensics, fortifying teams with investigation expertise and threat intelligence from a world-class team of security operations center analysts. MEDR detects stealthy attacks and examines suspicious activity for faster incident validation and response. |
| | |
| --- | --- |
| ◦ | Cloud Security Portfolio Enhancements: We expanded our cloud security portfolio to help organizations protect cloud applications and related infrastructure. Our ICD Platform offers robust cloud protection, providing visibility and control for virtually any cloud app, and integrations with CloudSOC CASB, Cloud Workload Protection (CWP), and Data Loss Protection (DLP), while enabling customers to track more risk attributes and scan cloud applications and repositories with new API Integrations. |
| | |
| --- | --- |
| ◦ | Data Loss Prevention Enhancements for Office 365: We introduced new features to protect data, whether at rest or in transit, on-premises or in the cloud, and everywhere it flows through a single management console. |
| | |
| --- | --- |
| ◦ | Cloud-based Network Security with Web Isolation: We introduced industry-first Web Isolation technology that integrates into our Web Security Service (WSS) and enables web browsing, nearly eliminating the risk of infection by zero-day malware or advanced threats. |
| | |
| --- | --- |
| ◦ | Cloud-based Network Security with Integrated Endpoint Protection: We introduced improved network-to-endpoint protection with the integration of Symantec Endpoint Protection (SEP) and SEP Mobile into WSS, allowing web traffic re-directs to WSS for enforcement of network security policies while consequently eliminating the need for a separate agent to manage traffic flow. Our new SD-Cloud Connector enables customers to combine the performance and reliability of Software Defined WAN (SD-WAN) technology with our |
WSS to create a simple, high-performance method to connect branch office locations with our leading cloud security service.
| | |
| --- | --- |
| ◦ | Targeted Attack Analytics: We expanded our Advanced Threat Protection (ATP) offering to include our targeted attack technology. This feature enables ATP customers to leverage advanced machine learning to automate the discovery of targeted attacks, one of the most dangerous intrusions in corporate networks. |
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| --- | --- |
| • | Consistent with our strategy of acquiring companies with complementary technology to enhance our products, services, and solutions and speed time to market, we completed several acquisitions during our fiscal year 2019, including the following: |
| | |
| --- | --- |
| ◦ | Appthority. With this acquisition, we are able to provide mobile application security to our Consumer Cyber Safety customers, enabling them to analyze mobile apps for both malicious capabilities and unsafe and unwanted behaviors, such as vulnerabilities, risk of sensitive data loss, and privacy-invasive actions. |
| | |
| --- | --- |
| ◦ | Javelin. This acquisition brings advanced software technology to our Enterprise Security solutions, enabling enterprises to defend against Active Directory-based (AD) attacks through detection of AD misconfigurations and backdoors to help prevent AD reconnaissance and credentials misuse by authorized devices and applications. |
| | |
| --- | --- |
| ◦ | Luminate. With this acquisition, our solutions now incorporate software defined perimeter and zero trust technology enabling us to deliver private secure application access to all users, regardless of device, location, or infrastructure, extending the power of our ICD Platform to users and significantly extending our leadership in cloud security beyond alternative approaches. |
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##### [Table of Contents](#toc)
| | • | | We completed several acquisitions, including Fireglass Ltd. and Skycure Ltd. |
| | • | | Fireglass provides agentless isolation solutions that prevent ransomware, 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. |
| | • | | We completed the divestiture of our Website Security (“WSS”) and Public Key Infrastructure (“PKI”) solutions to DigiCert, Inc., allowing us to sharpen our enterprise security focus on Integrated Cyber Defense. At the closing of the transaction, we received a minority ownership stake in DigiCert. |
| | • | | Symantec Endpoint Protection 14.1 delivers superior, multi-layer protection to help stop threats regardless of how they attack endpoints, while integrating with other security products to provide an orchestrated response. Its single, lightweight agent offers high performance while maintaining end-user productivity. In addition, Symantec Endpoint Protection 14.1 is designed to be effective even in sites with low connectivity, using advanced machine learning and other signature-less technologies to minimize the need for content updates. |
| | • | | Symantec Advanced Threat Protection 3.0 extends and differentiates our endpoint security offering with new technology that includes file-less attack detection and enhanced adversary intelligence. It also enables “flight recorder” functionality, which records all activity on the endpoint, providing valuable forensic data to incident responders with no new agent to install. |
Our Integrated Cyber Defense platform enables us to acquire new customers and cross-sell our full portfolio of products and services to existing customers with improved visibility, enhanced controls, accelerated response and reduced cost of ownership.
| | • | | Core Services |
| | • | | Foundation |
| | • | | Threat Intelligence: A global threat intelligence network applies artificial intelligence to analyze over 1 trillion lines of telemetry annually, automatically updating intelligence on millions of malicious files and URL threat indicators across all control points to discover and block advanced targeted attacks that might otherwise go undetected. |
| | • | | Platform Integrations: A curated set of multi-point integrations between Symantec and technology partner solutions, orchestrating and automating actions, events and intelligence across the platform and eco-system to empower a powerful cyber defense. |
Our Consumer Digital Safety solutions consist of the following key elements, which we are integrating into a singular user experience for individuals and their families:
| | apps, websites and online streaming by changing their virtual location. This service also limits the ability of websites to track users, thereby eliminating persistent personalized ads based on browsing history. |
Business Segments, International Operations and Significant Customers
For financial information regarding our Enterprise Security and Consumer Digital Safety segments, revenues and property and equipment by geographical area and significant customers, see Note 14 to the Consolidated Financial Statements in this annual report.
For information regarding risks associated with our international operations, see Item 1A, _Risk Factors_.
services to drive the company’s leadership in cyber security.
Research and development expenses were $956 million, $823 million and $748 million in fiscal 2018, 2017 and 2016, respectively.
We regard some of the features of our internal operations, software, and documentation as proprietary and rely on copyright, patent, trademark and trade secret laws, confidentiality procedures, contractual arrangements, and other measures to protect our proprietary information.
These license agreements are
Revenues are generally higher in our third and fourth fiscal quarters.
Audit Committee Investigation Completed
As previously disclosed, the Audit Committee has concluded its internal investigation, which was originally announced in May 2018.
Please see Part III, Item 11 “Executive Compensation” — “Executive Compensation and Related Information” — “Compensation Discussion & Analysis” — “Additional Matters — Audit Committee Investigation” for more details.
In addition, you may read and copy any filing that we make with the SEC at the public reference room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.
An excerpt. Shown here: 40 of 94 rewritten, 40 of 139 added and all 28 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2019 filing and the FY2018 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 0 unchanged
Information with respect to this Item may be found under the heading “Litigation contingencies” in Note [removed: 15] [added: 16] to the Consolidated Financial Statements in this Annual Report on Form 10-K which information is incorporated into this Item 3 by reference.
Cover and table of contents
65 rewritten, 22 added, 11 removed, 27 unchanged
[removed: ##### [Table of Contents](#toc)][added: TABLE OF CONTENTS]
[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]
[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]
[removed: Form 10-K][added: Form 10-K]
[removed: (Mark One)][added: (Mark One)]
| [removed: ☑] [added: þ] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |
[removed: | | For] [added: For] the Fiscal Year Ended March [removed: 30, 2018 |][added: 29, 2019]
| [removed: ☐] [added: o] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |
[removed: | | For] [added: For] the Transition Period from [removed: to |][added: to]
[removed: Commission] [added: Commission] File Number [removed: 000-17781][added: 000-17781]
[removed: Symantec Corporation][added: Symantec Corporation]
[removed: _(Exact] [added: (Exact] name of [removed: the] registrant as specified in its [removed: charter)_][added: charter)]
| [removed: Delaware] [added: Delaware] | | [removed: 77-0181864] [added: 77-0181864] |
| [removed: _(State] [added: (State] or other jurisdiction [removed: of_ _incorporation] [added: of incorporation] or [removed: organization)_] [added: organization)] | | [removed: _(I.R.S. employer_ _Identification no.)_] [added: (I.R.S. Employer Identification No.)] |
| [removed: 350] [added: 350] Ellis [removed: Street, Mountain] [added: Street, Mountain] View, [removed: California] [added: California] | | [removed: 94043 _(Zip code)_] [added: 94043] |
| [removed: _(Address] [added: (Address] of principal executive [removed: offices)_] [added: offices)] | | [added: (Zip code)] |
[removed: Registrant’s] [added: Registrant’s] telephone number, including area [removed: code:][added: code:]
[removed: (650) 527-8000][added: (650) 527-8000]
[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]
| [removed: Common] [added: Common] Stock, par value $0.01 per [removed: share] [added: share] | [added: SYMC] | [removed: The NASDAQ] [added: The Nasdaq] Stock Market [removed: LLC] [added: LLC] |
| [removed: _(Title] [added: Title] of each [removed: class)_] [added: class] | [added: Trading symbol(s)] | [removed: _(Name] [added: Name] of each exchange on which [removed: registered)_] [added: registered] |
[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]
[removed: None][added: None]
[removed: _(Title] [added: (Title] of [removed: class)_][added: class)]
Yes [removed: ☐] [added: o] No [removed: ☑][added: þ]
Yes [removed: ☑] [added: o] No [removed: ☐][added: þ]
| Large accelerated filer [removed: ☑] [added: þ] | | Accelerated filer [removed: ☐] [added: o] | | Non-accelerated filer [removed: ☐] [added: o] | | Smaller reporting company [removed: ☐] [added: o] |
| | | | | | | Emerging growth company [removed: ☐] [added: o] |
[added: |] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [added: o | | | | | | |]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).
The number of shares of Symantec common stock, $0.01 par value per share, outstanding as of [removed: October 15, 2018] [added: May 13, 2019] was [removed: 638,800,147] [added: 618,193,875] shares.
[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]
[removed: For] [added: For] the Fiscal Year Ended March [removed: 30, 2018][added: 29, 2019]
| | | [removed: | | Page | |] [added: Page] |
| [removed: PART I | | | |] [added: PART I] | | |
| Item 1. | [removed: | [Business](#osl573170_1) | | | 4] [added: [Business](#sC9846E4537540E187372C03DDD91203C)] | [added: [4](#sC9846E4537540E187372C03DDD91203C)] |
| Item 1A. | [removed: |] [Risk [removed: Factors](#osl573170_2) | | | 12] [added: Factors](#sD2204807D0975E4F9E19C03DEF8462C7)] | [added: [9](#sD2204807D0975E4F9E19C03DEF8462C7)] |
| Item 1B. | [removed: |] [Unresolved Staff [removed: Comments](#osl573170_3) | | | 30] [added: Comments](#sB43FAEE2DA1914D72DFCC03DEFA0CBB2)] | [added: [21](#sB43FAEE2DA1914D72DFCC03DEFA0CBB2)] |
| Item 2. | [removed: | [Properties](#osl573170_4) | | | 30] [added: [Properties](#sF964911A5A70F1EF440BC03DD81E4762)] | [added: [22](#sF964911A5A70F1EF440BC03DD81E4762)] |
| Item 3. | [removed: |] [Legal [removed: Proceedings](#osl573170_5) | | | 31] [added: Proceedings](#s87043E404F9D7CDC31A1C03DEFEF53DD)] | [added: [22](#s87043E404F9D7CDC31A1C03DEFEF53DD)] |
10-K 1 symc32919-10k.htm 10-K
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or
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________________________
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Yes þ No o
Yes þ No o
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Yes o No þ
Portions of the registrant’s definitive proxy statement for the 2019 annual meeting of stockholders are incorporated herein by reference into Part III of this Annual Report on Form 10-K where indicated.
Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended March 29, 2019.
SYMANTEC CORPORATION
FORM 10-K
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| [Signatures](#sD69ABD0C075600F1B3A4C03DFB00712F) | | [86](#sD69ABD0C075600F1B3A4C03DFB00712F) |
Risk Factors.
10-K 1 d573170d10k.htm 10-K
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or
(Check one):
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None.
TABLE OF CONTENTS
| [Signatures](#osl573170_22) | | | | | 188 | |
EXPLANATORY NOTE
As previously reported, we were unable to timely file our Annual Report on Form 10-K for the fiscal year ended March 30, 2018 and our Quarterly Report on Form 10-Q for the first quarter of fiscal 2019 ended June 29, 2018 and we anticipate being unable to timely file our Quarterly Report on Form 10-Q for the second quarter of fiscal 2019 ended September 28, 2018 as a result of an Audit Committee investigation as described herein.
We expect to file the delinquent Quarterly Reports as promptly as practicable following this Annual Report filing.
An excerpt. Shown here: 40 of 65 rewritten, all 22 added and all 11 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2019 filing and the FY2018 filing.
Item 2. Properties
0 rewritten, 1 added, 16 removed, 0 unchanged
Not applicable.
Our properties consist primarily of owned and leased office facilities for sales, research and development, administrative, customer service and technical support personnel.
Our corporate headquarters is located in Mountain View, California where we occupy facilities totaling approximately 734,000 square feet, of which 723,000 square feet is owned and 11,000 square feet is leased.
Our leased facilities are occupied under agreements that expire on various dates through fiscal 2029.
The following table presents the approximate square footage of our facilities as of March 30, 2018:
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| | | Approximate Square Footage (1) | | | | | | |
| (In thousands) | | Owned | | | | Leased | | |
| Americas (U.S., Canada and Latin America) | | | 1,402 | | | | 746 | |
| EMEA (Europe, Middle East and Africa) | | | 163 | | | | 227 | |
| APJ (Asia Pacific and Japan) | | | \- | | | | 945 | |
| Total approximate square footage | | | 1,565 | | | | 1,918 | |
| (1) | Included in the total approximate square footage above are vacant and available-for-lease properties totaling approximately 151,000 square feet. Total square footage excludes approximately 664,000 square feet relating to facilities subleased to third parties. As of March 30, 2018, we also own facilities that are held as available-for-sale on our Consolidated Balance Sheets. These facilities comprise approximately 403,000 square feet of space. In October 2018, we completed the sale of these facilities. |
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##### [Table of Contents](#toc)
We believe that our existing facilities are adequate for our current needs and that the productive capacity of our facilities is substantially utilized.
Item 4. Mine Safety Disclosures
1 rewritten, 0 added, 1 removed, 1 unchanged
[removed: PART II][added: PART II]
##### [Table of Contents](#toc)
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
16 rewritten, 9 added, 15 removed, 4 unchanged
Our common stock is traded on the Nasdaq Global Select Market under the symbol “SYMC.” As of March [removed: 30, 2018,] [added: 29, 2019,] there were [removed: 1,665] [added: 1,601] stockholders of record.
[removed: Stock] [added: Stock] performance [removed: graph][added: graph]
The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the S&P 500 Composite Index and the S&P Information Technology Index for the five fiscal years ended March [removed: 30, 2018] [added: 29, 2019] (assuming the initial investment of $100 in our common stock and in each of the other indices on the last day of trading for fiscal [removed: 2013,] [added: 2014] and the reinvestment of all dividends).
[removed: COMPARISON] [added: COMPARISON] OF FIVE-YEAR CUMULATIVE TOTAL [removed: RETURN][added: RETURN]
[removed: Among] [added: Among] Symantec Corporation, the S&P 500 [removed: Index][added: Index]
[removed: and] [added: and] the S&P Information Technology [removed: Index][added: Index]
[removed: ][added: ]
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that [removed: Section,] [added: Section] and shall not be deemed to be incorporated by reference into any filing of Symantec under the Securities Act or the Exchange Act.
[removed: Dividends][added: Dividends]
During fiscal [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] we declared and paid aggregate cash dividends and dividend equivalents of [removed: $211] [added: $217] million or $0.30 per common share, and [removed: $222] [added: $211] million or $0.30 per common share, respectively.
[removed: Repurchases] [added: Repurchases] of our equity [removed: securities][added: securities]
As of March [removed: 30, 2018,] [added: 29, 2019,] we have [removed: $800] [added: $1,048] million remaining authorized to be completed in future periods with no expiration date.
Stock repurchases during the three months ended March [removed: 30, 2018,] [added: 29, 2019,] were as follows:
| [removed: (In] [added: (In] millions, except per share [removed: data) |] [added: data)] | [removed: Total Number] [added: Total Number] of Shares [removed: Purchased |] [added: Purchased (1)] | | | [removed: Average Price Paid per Share] [added: Average Price Paid per Share] | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced [removed: Program |] [added: Program] | | | [removed: Maximum] [added: Maximum] Dollar Value of Shares That May Yet Be [removed: Purchased Under] [added: Purchased Under] the Plans or [removed: Programs] [added: Programs] | | |
| December [removed: 30, 2017] [added: 29, 2018] to January [removed: 26, 2018 | |] [added: 25, 2019] | [removed: \-] [added: —] | | | $ | [removed: \- |] [added: —] | | | [removed: \-] [added: —] | | | $ | 800 | |
| Total number of shares repurchased | [removed: | | \- |] [added: 11] | | | | | | | [removed: \-] [added: 11] | | | | | |
Stockholders of record
In January 2019, our Board of Directors increased their authorization by $500 million.
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| January 26, 2019 to February 22, 2019 | — | | | $ | — | | | — | | | $ | 1,300 | |
| February 23, 2019 to March 29, 2019 | 11 | | | $ | 22.68 | | | 11 | | | $ | 1,048 | |
(1) The number of shares purchased is reported on trade date.
As of March 29, 2019, approximately 1 million share repurchases at the average price per share of $22.95 were executed but not settled until April 2019.
Price range of common stock and number of stockholders
The high and low closing sales prices set forth below are as reported on the Nasdaq Global Select Market during each quarter of the two most recent fiscal years.
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| | | 2017 | | | | | | | | | | | | | | | | 2018 | | | | | | | | | | | | | | |
| | | First Quarter | | | | Second Quarter | | | | Third Quarter | | | | Fourth Quarter | | | | First Quarter | | | | Second Quarter | | | | Third Quarter | | | | Fourth Quarter | | |
| High | | $ | 21.24 | | | $ | 25.27 | | | $ | 25.45 | | | $ | 30.83 | | | $ | 33.14 | | | $ | 34.16 | | | $ | 33.92 | | | $ | 29.57 | |
| Low | | $ | 16.60 | | | $ | 20.28 | | | $ | 23.49 | | | $ | 24.01 | | | $ | 28.06 | | | $ | 27.47 | | | $ | 27.36 | | | $ | 25.51 | |
##### [Table of Contents](#toc)
275 Symantec Corporation 250 S&P 500 225 S&P Information Technology 200 Dollars 175 150 125 100 75 3/29/2013 3/28/2014 4/3/2015 4/1/2016 3/31/2017 3/30/2018
Dividends declared and paid each quarter during fiscal 2018 and 2017 were $0.075 per share.
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| January 27, 2018 to February 23, 2018 | | | \- | | | $ | \- | | | | \- | | | $ | 800 | |
| February 24, 2018 to March 30, 2018 | | | \- | | | $ | \- | | | | \- | | | $ | 800 | |
Item 6. Selected Financial Data
29 rewritten, 16 added, 5 removed, 9 unchanged
[removed: _Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations_.][added: Operations.]
[removed: Five-Year Summary][added: Five-Year Summary]
[removed: Summary] [added: | Summary] of [removed: Operations:][added: Operations: | Year Ended (1) | | | | | | | | | | | | | | | | | | |]
| [removed: (In] [added: (In] millions, except per share [removed: data)] [added: data)] | [added: March 29, 2019 (2)] | [removed: March] [added: | | | March] 30, 2018 [removed: (2)] [added: (3)] | | | | [removed: March] [added: March] 31, 2017 [removed: (3)] [added: (4)] | | | | [removed: April] [added: April] 1, 2016 [removed: (4)] [added: (5)] | | | | [removed: April] [added: April] 3, [removed: 2015 | | | | March 28, 2014] [added: 2015] | | |
| Net revenues | [removed: |] $ | [removed: 4,834] [added: 4,731] | | | $ | [removed: 4,019] [added: 4,834] | | | $ | [removed: 3,600] [added: 4,019] | | | $ | [removed: 3,956] [added: 3,600] | | | $ | [removed: 4,183] [added: 3,956] | |
| Operating income (loss) | [added: $] | [added: 380 | | |] $ | 49 | | | $ | (100 | ) | | $ | 457 | | | $ | 154 | | [removed: | $ | 144 | |]
| Income (loss) from continuing operations [removed: (2)] [added: (3)] | [added: $] | [added: 16 | | |] $ | 1,127 | | | $ | (236 | ) | | $ | (821 | ) | | $ | 109 | | [removed: | $ | 91 | |]
| Income from discontinued operations, net of income taxes [removed: (4) |] [added: (5)] | $ | [removed: 11] [added: 15] | | | $ | [removed: 130] [added: 11] | | | $ | [removed: 3,309] [added: 130] | | | $ | [removed: 769] [added: 3,309] | | | $ | [removed: 807] [added: 769] | |
| Net income (loss) | [added: $] | [added: 31 | | |] $ | 1,138 | | | $ | (106 | ) | | $ | 2,488 | | | $ | 878 | | [removed: | $ | 898 | |]
| Income (loss) per share [removed: —] [added: -] basic: [removed: (5) |] [added: (6)] | | | | | | | | | | | | | | | | | | | |
| Continuing operations | [added: $] | [added: 0.03 | | |] $ | 1.83 | | | $ | (0.38 | ) | | $ | (1.23 | ) | | $ | 0.16 | | [removed: | $ | 0.13 | |]
| Discontinued operations | [removed: |] $ | 0.02 | | | $ | [removed: 0.21] [added: 0.02] | | | $ | [removed: 4.94] [added: 0.21] | | | $ | [removed: 1.12] [added: 4.94] | | | $ | [removed: 1.16] [added: 1.12] | |
| Net income (loss) per share [removed: —] [added: -] basic | [added: $] | [added: 0.05 | | |] $ | 1.85 | | | $ | (0.17 | ) | | $ | 3.71 | | | $ | 1.27 | | [removed: | $ | 1.29 | |]
| Income (loss) per share [removed: —] [added: -] diluted: [removed: (5) |] [added: (6)] | | | | | | | | | | | | | | | | | | | |
| Continuing operations | [added: $] | [added: 0.02 | | |] $ | 1.69 | | | $ | (0.38 | ) | | $ | (1.23 | ) | | $ | 0.16 | | [removed: | $ | 0.13 | |]
| Discontinued operations | [removed: |] $ | 0.02 | | | $ | [removed: 0.21] [added: 0.02] | | | $ | [removed: 4.94] [added: 0.21] | | | $ | [removed: 1.10] [added: 4.94] | | | $ | [removed: 1.15] [added: 1.10] | |
| Net income (loss) per share [removed: —] [added: -] diluted | [added: $] | [added: 0.05 | | |] $ | 1.70 | | | $ | (0.17 | ) | | $ | 3.71 | | | $ | 1.26 | | [removed: | $ | 1.28 | |]
| Cash dividends declared per common share | [removed: |] $ | 0.30 | | | $ | 0.30 | | | $ | [removed: 4.60] [added: 0.30] | | | $ | [removed: 0.60] [added: 4.60] | | | $ | 0.60 | |
[removed: Consolidated] [added: | Consolidated] Balance Sheets [removed: Data:][added: Data: | | | | | | | | | | | | | | | | | | | |]
| [removed: (In millions)] [added: (In millions)] | [added: March 29, 2019] | [removed: March] [added: | | | March] 30, [removed: 2018] [added: 2018] | | | | [removed: March] [added: March] 31, [removed: 2017] [added: 2017] | | | | [removed: April] [added: April] 1, [removed: 2016] [added: 2016] | | | | [removed: April] [added: April] 3, [removed: 2015 | | | | March 28, 2014] [added: 2015] | | |
| Cash, cash equivalents and short-term investments | [removed: |] $ | [removed: 2,162] [added: 2,043] | | | $ | [removed: 4,256] [added: 2,162] | | | $ | [removed: 6,025] [added: 4,256] | | | $ | [removed: 3,860] [added: 6,025] | | | $ | [removed: 4,084] [added: 3,860] | |
| Total assets | [removed: |] $ | [removed: 15,759] [added: 15,938] | | | $ | [removed: 18,174] [added: 15,759] | | | $ | [removed: 11,767] [added: 18,174] | | | $ | [removed: 13,233] [added: 11,767] | | | $ | [removed: 13,539] [added: 13,233] | |
| Long-term debt | [removed: |] $ | [removed: 5,026] [added: 3,961] | | | $ | [removed: 6,876] [added: 5,026] | | | $ | [removed: 2,207] [added: 6,876] | | | $ | [removed: 1,746] [added: 2,207] | | | $ | [removed: 2,095] [added: 1,746] | |
| Total stockholders’ equity | [removed: |] $ | [removed: 5,023] [added: 5,738] | | | $ | [removed: 3,487] [added: 5,023] | | | $ | [removed: 3,676] [added: 3,487] | | | $ | [removed: 5,935] [added: 3,676] | | | $ | [removed: 5,797] [added: 5,935] | |
| (1) | We have a 52/53-week fiscal year. Our fiscal [removed: 2015 was a 53-week year, whereas fiscal] [added: 2019,] 2018, 2017, [removed: 2016] and [removed: 2014] [added: 2016] each consisted of 52 [removed: weeks.] [added: weeks, whereas fiscal 2015 was a 53-week year.] |
| [removed: (2)] [added: (3)] | In fiscal 2018, we sold [removed: our WSS] [added: Website Security (WSS)] and [removed: PKI] [added: Public Key Infrastructure (PKI)] solutions and recognized a gain of $653 million before income taxes associated with the sale (see Note [removed: 3] [added: 4] to the Consolidated Financial [removed: Statements)] [added: Statements),] and we recognized an income tax benefit of $659 million as a result of the enactment of the Tax Cuts and Jobs Act (H.R.1) [added: (the 2017 Tax Act)] (see Note [removed: 10] [added: 11] to the Consolidated Financial Statements). |
| [removed: (3)] [added: (4)] | In fiscal 2017, we acquired Blue [removed: Coat, Inc. (“Blue Coat”)] [added: Coat] and LifeLock, [removed: Inc. (“LifeLock”)] and the results of operations of those entities were included from their respective dates of acquisition (see Note [removed: 3] [added: 4] to the Consolidated Financial Statements). |
| [removed: (4)] [added: (5)] | In fiscal 2016, we recorded $1.1 billion in income tax expense related to unremitted earnings of foreign subsidiaries from the proceeds of the sale of our [removed: divested] [added: Veritas] information management [removed: business (“Veritas”).] [added: business.] This charge was presented in loss from [added: continuing operations in the Consolidated Statements of Operations. As a result of the sale, a net gain of $3.0 billion was presented as part of income from discontinued operations, net of income taxes.] |
| [removed: (5)] [added: (6)] | Net income per share amounts may not add due to rounding. |
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| (2) | We adopted the new revenue recognition accounting standard on a modified retrospective basis during the first quarter of fiscal 2019. The results for fiscal 2019 are presented under the new revenue recognition accounting standard, while prior years are not adjusted. |
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| | | Year Ended (1) | | | | | | | | | | | | | | | | | | |
##### [Table of Contents](#toc)
| | continuing operations in the Consolidated Statements of Operations (see Note 10 to the Consolidated Financial Statements). As a result of the sale, a net gain of $3.0 billion was presented as part of income from discontinued operations, net of income taxes (see Note 3 to the Consolidated Financial Statements). |
Item 8. Financial Statements and Supplementary Data
17 rewritten, 9 added, 3 removed, 4 unchanged
[removed: Selected] [added: Selected] Quarterly Financial Data [removed: (Unaudited)][added: (Unaudited)]
| | [removed: | Fiscal 2018] [added: Fiscal 2019] | | | | | | | | | | | | | | | | [removed: Fiscal 2017] [added: Fiscal 2018] | | | | | | | | | | | | | | |
| [removed: (In] [added: (In] millions, except per share [removed: data) |] [added: data)] | [removed: Fourth Quarter] [added: Fourth Quarter] | | | | [removed: Third] [added: Third] Quarter [removed: (1)] | | | | [removed: Second Quarter] [added: Second Quarter] | | | | [removed: First Quarter] [added: First Quarter] | | | | [removed: Fourth Quarter] [added: Fourth Quarter] | | | | [removed: Third Quarter] [added: Third Quarter (1)] | | | | [removed: Second Quarter] [added: Second Quarter] | | | | [removed: First Quarter] [added: First Quarter] | | |
| Net revenues | [removed: |] $ | [removed: 1,210] [added: 1,189] | | | $ | [removed: 1,209] [added: 1,211] | | | $ | [removed: 1,240] [added: 1,175] | | | $ | [removed: 1,175] [added: 1,156] | | | $ | [removed: 1,115] [added: 1,210] | | | $ | [removed: 1,041] [added: 1,209] | | | $ | [removed: 979] [added: 1,240] | | | $ | [removed: 884] [added: 1,175] | |
| Gross profit | [removed: |] [added: 910] | [removed: 946] | | | [added: 945] | [removed: 960] | | | [added: 919] | [removed: 978] | | | [added: 907] | [removed: 918] | | | [added: 946] | [removed: 856] | | | [added: 960] | [removed: 806] | | | [added: 978] | [removed: 769] | | | [added: 918] | [removed: 735] | |
| Income tax expense (benefit) | [removed: |] [added: 22] | [removed: (7] | [removed: )] | | [added: 38] | [removed: (606] | [removed: )] | | [added: 36] | [removed: (53] | [removed: )] | | [added: (4] | [removed: (24] | ) | | [added: (7] | [removed: (71] | ) | | [added: (606] | [removed: (5] | ) | | [added: (53] | [removed: 19] | [added: )] | | [added: (24] | [removed: 31] | [added: )] |
| Income (loss) from continuing operations | [removed: |] [added: 30] | [removed: (58] | [removed: )] | | [added: 59] | [removed: 1,311] | | | [added: (8] | [removed: (16] | ) | | [added: (65] | [removed: (110] | ) | | [added: (58] | [removed: (177] | ) | | [added: 1,311] | [removed: (56] | [removed: )] | | [added: (16] | [removed: (69] | ) | | [added: (110] | [removed: 66] | [added: )] |
| Income (loss) from discontinued operations, net of income taxes | [removed: |] [added: 4] | [removed: (1] | [removed: )] | | [added: 6] | [removed: 31] | | | [added: —] | [removed: 4] | | | [added: 5] | [removed: (23] | [removed: )] | | [added: (1] | [removed: 34] | [added: )] | | [added: 31] | [removed: 102] | | | [added: 4] | [removed: (75] | [removed: )] | | [added: (23] | [removed: 69] | [added: )] |
| Net income (loss) | [removed: |] [added: 34] | [removed: (59] | [removed: )] | | [added: 65] | [removed: 1,342] | | | [added: (8] | [removed: (12] | ) | | [added: (60] | [removed: (133] | ) | | [added: (59] | [removed: (143] | ) | | [added: 1,342] | [removed: 46] | | | [added: (12] | [removed: (144] | ) | | [added: (133] | [removed: 135] | [added: )] |
| Income (loss) per share [removed: —] [added: -] basic: (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]
| Continuing operations | [removed: |] $ | [removed: (0.09] [added: 0.05] | [removed: )] | | $ | [removed: 2.12] [added: 0.09] | | | $ | [removed: (0.03] [added: (0.01] | ) | | $ | [removed: (0.18] [added: (0.10] | ) | | $ | [removed: (0.29] [added: (0.09] | ) | | $ | [removed: (0.09] [added: 2.12] | [removed: )] | | $ | [removed: (0.11] [added: (0.03] | ) | | $ | [removed: 0.11] [added: (0.18] | [added: )] |
| Discontinued operations | [removed: |] $ | [removed: (0.00] [added: 0.01] | [removed: )] | | $ | [removed: 0.05] [added: 0.01] | | | $ | [removed: 0.01] [added: —] | | | $ | [removed: (0.04] [added: 0.01] | [removed: )] | | $ | [removed: 0.06] [added: (0.00] | [added: )] | | $ | [removed: 0.16] [added: 0.05] | | | $ | [removed: (0.12] [added: 0.01] | [removed: )] | | $ | [removed: 0.11] [added: (0.04] | [added: )] |
| Net income (loss) per share [removed: —] [added: -] basic | [removed: |] $ | [removed: (0.10] [added: 0.05] | [removed: )] | | $ | [removed: 2.17] [added: 0.10] | | | $ | [removed: (0.02] [added: (0.01] | ) | | $ | [removed: (0.22] [added: (0.10] | ) | | $ | [removed: (0.23] [added: (0.10] | ) | | $ | [removed: 0.07] [added: 2.17] | | | $ | [removed: (0.23] [added: (0.02] | ) | | $ | [removed: 0.22] [added: (0.22] | [added: )] |
| Income (loss) per share [removed: —] [added: -] diluted: (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]
| Continuing operations | [removed: |] $ | [removed: (0.09] [added: 0.05] | [removed: )] | | $ | [removed: 1.97] [added: 0.09] | | | $ | [removed: (0.03] [added: (0.01] | ) | | $ | [removed: (0.18] [added: (0.10] | ) | | $ | [removed: (0.29] [added: (0.09] | ) | | $ | [removed: (0.09] [added: 1.97] | [removed: )] | | $ | [removed: (0.11] [added: (0.03] | ) | | $ | [removed: 0.11] [added: (0.18] | [added: )] |
| Net income (loss) per share [removed: —] [added: -] diluted | [removed: |] $ | [removed: (0.10] [added: 0.05] | [removed: )] | | $ | [removed: 2.01] [added: 0.10] | | | $ | [removed: (0.02] [added: (0.01] | ) | | $ | [removed: (0.22] [added: (0.10] | ) | | $ | [removed: (0.23] [added: (0.10] | ) | | $ | [removed: 0.07] [added: 2.01] | | | $ | [removed: (0.23] [added: (0.02] | ) | | $ | [removed: 0.22] [added: (0.22] | [added: )] |
| (1) | During the third quarter of fiscal 2018, we recognized a gain on divestiture of our WSS and PKI solutions of $658 million and an income tax benefit of $810 million as a result of the enactment of the [added: 2017 Tax] Act. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating income (loss) | 107 | | | | 169 | | | | 102 | | | | 2 | | | | 6 | | | | 96 | | | | (9 | | ) | | (44 | | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Discontinued operations | $ | 0.01 | | | $ | 0.01 | | | $ | — | | | $ | 0.01 | | | $ | (0.00 | ) | | $ | 0.05 | | | $ | 0.01 | | | $ | (0.04 | ) |
| | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating income (loss) | | | 6 | | | | 96 | | | | (9 | ) | | | (44 | ) | | | (178 | ) | | | (16 | ) | | | (12 | ) | | | 106 | |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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##### [Table of Contents](#toc)
Item 9A. Controls and Procedures
8 rewritten, 2 added, 1 removed, 10 unchanged
[removed: | | _a)_ | _Evaluation] [added: a) Evaluation] of Disclosure Controls and [removed: Procedures_ |][added: Procedures]
[removed: | | _b)_ | _Management’s] [added: b) Management’s] Report on Internal Control over Financial [removed: Reporting_ |][added: Reporting]
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of March [removed: 30, 2018,] [added: 29, 2019,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (“COSO”).][added: (COSO).]
Our management has concluded that, as of March [removed: 30, 2018,] [added: 29, 2019,] our internal control over financial reporting was effective at the reasonable assurance level based on these criteria.
The effectiveness of our internal control over financial reporting as of March [removed: 30, 2018] [added: 29, 2019] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Part IV, Item 15 of this Annual Report on Form 10-K.
[removed: | | _c)_ | _Changes] [added: c) Changes] in Internal Control over Financial [removed: Reporting_ |][added: Reporting]
There were no changes in our internal control over financial reporting [added: that occurred] during the quarter ended March [removed: 30, 2018,] [added: 29, 2019,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
[removed: | | _d)_ | _Limitations] [added: d) Limitations] on Effectiveness of [removed: Controls_ |][added: Controls]
Effective March 31, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606).
Changes were made to the relevant business processes and the related control activities, including information systems, in order to monitor and maintain appropriate controls over financial reporting.
| --- | --- | --- |
Item 9B. Other Information
1 rewritten, 6 added, 2 removed, 0 unchanged
[removed: PART III][added: PART III]
Our Board of Directors has scheduled our 2019 Annual Meeting of Stockholders, or the 2019 Annual Meeting, to be held on September 10, 2019.
The record date, time and location of the 2019 Annual Meeting will be as set forth in our proxy statement for the 2019 Annual Meeting.
The 2019 Annual Meeting is being held more than 30 days before the anniversary of our most recent Annual Meeting of Stockholders, which was held on December 3, 2018.
As a result, we have set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act for inclusion in our proxy materials for the 2019 Annual Meeting.
The new deadline for the submission of such stockholder proposals is the close of business on June 3, 2019.
In addition, in accordance with our Bylaws, because the scheduled date of the 2019 Annual Meeting is more than 30 calendar days before the one-year anniversary of the previous year’s Annual Meeting of Stockholders, if a stockholder desires to make a proposal from the floor during the 2019 Annual Meeting, or if an eligible stockholder or group of stockholders wants to submit nominees for inclusion in our proxy materials for the 2019 Annual Meeting pursuant to the proxy access provisions of our Bylaws, our Bylaws provide that the stockholder or group of stockholders must provide timely written notice to our Corporate Secretary no later than the close of business on June 3, 2019.
None.
##### [Table of Contents](#toc)
Item 10. Directors, Executive Officers and Corporate Governance
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The information required by this item will be included under the caption “Directors, Executive Officers, and Corporate Governance” in our proxy statement for the 2019 Annual Meeting to be filed with the SEC within 120 days of the fiscal year ended March 29, 2019 (the 2019 Proxy Statement) and is incorporated herein by reference.
Criteria for Nomination to the Board
The Nominating and Governance Committee of our Board of Directors (the “Board”) will consider candidates submitted by Symantec stockholders, as well as candidates recommended by directors and management, for nomination to the Board.
The Nominating and Governance Committee has generally identified nominees based upon recommendations by outside directors, management and executive recruiting firms.
The goal of the Nominating and Governance Committee is to assemble a Board that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills derived from high-quality business and professional experience.
The Nominating and Governance Committee annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders.
Two of our director-nominees for our 2018 Annual Meeting of Stockholders (“the Annual Meeting”) have been nominated pursuant to an agreement we entered into with Starboard Value LP on September 16, 2018.
For more information about this agreement, see “_Agreement with Starboard Value LP”_ below.
The key attributes, experience and skills we consider important for our directors in light of our current business and structure are:
| | • | | _Industry and Technology Expertise._ As a cybersecurity company, understanding new technologies and emerging industry trends or having experience in security and related technologies is useful in understanding our business and the market segments in which we compete, our research and development efforts, competing technologies, the various products and processes that we develop, and evolving customer requirements. |
| --- | --- | --- | --- |
| | • | | _Global Expertise._ We are a global organization with employees, offices and customers in many countries. Directors with global operating expertise can provide a useful business and cultural perspective regarding many significant aspects of our business. |
| | • | | _Leadership Experience._ Directors who have served in a senior leadership position, as a general manager of a business or as the functional leader of a global sales, marketing or product development organization, are important to us, because they bring experience and perspective in analyzing, shaping, and overseeing the execution of important strategic, operational and policy issues at a senior level. |
| | • | | _Public Company Board Experience._ Directors who have served on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors, the relations of a board to the company’s chief executive officer and other senior management personnel and the importance of public-company corporate governance, including oversight matters, strategic decisions and operational and compliance-related matters. |
| | • | | _Business Combinations and Partnerships Experience._ Directors who have a background in mergers and acquisitions and strategic partnership transactions can provide insight into developing and implementing strategies for growing our business through combinations or partnerships with other organizations. |
##### [Table of Contents](#toc)
| | • | | _Financial Expertise._ Knowledge of financial markets, financial operations, and accounting and financial reporting processes is important because it assists our directors in understanding, advising, and overseeing Symantec’s capital structure, financing and investing activities, financial reporting, and internal control of such activities. |
| | • | | _Diversity._ In addition to a diverse portfolio of professional background, experiences, knowledge and skills, the composition of the Board should reflect the benefits of diversity as to gender, race, and ethnic background. |
In addition to the brief biographical descriptions set forth under “Our Board of Directors” below, we include under “Director Qualifications” the key individual attributes, experience and skills of each of our directors that led to the conclusion that each director should serve as a member of the Board at this time.
Our Board of Directors
Our Board currently consists of thirteen directors, eleven of whom expect to be nominated for election at our 2018 Annual Meeting of Stockholders (the “Annual Meeting”), including ten independent directors and our Chief Executive Officer.
Each director is elected to serve a one-year term, with all directors subject to annual election.
Robert S.
Miller, a member of our Board since 1994, and Geraldine B.
Laybourne, a member of our Board since 2008, are not standing for reelection at the Annual Meeting.
These directors are identified below, along with their ages at October 10, 2018 and other information.
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name | | Age | | | | Principal Occupation | | Director Since | | |
| Gregory S. Clark | | | 53 | | | Chief Executive Officer | | | 2016 | |
| Frank E. Dangeard | | | 60 | | | Managing Partner, Harcourt | | | 2007 | |
| Peter A. Feld | | | 39 | | | Managing Member and Head of Research, Starboard Value LP | | | 2018 | |
| Dale L. Fuller | | | 60 | | | Operating Partner, The Riverside Company | | | 2018 | |
| Kenneth Y. Hao | | | 50 | | | Managing Partner and Managing Director, Silver Lake Partners | | | 2016 | |
| David W. Humphrey | | | 41 | | | Managing Director, Bain Capital | | | 2016 | |
| Geraldine B. Laybourne | | | 71 | | | Chairman of the Board, Katapult Studio | | | 2008 | |
| David L. Mahoney | | | 64 | | | Director | | | 2003 | |
| Robert S. Miller | | | 76 | | | Former President and Chief Executive Officer, International Automotive Components Group | | | 1994 | |
| Anita M. Sands | | | 42 | | | Director | | | 2013 | |
| Daniel H. Schulman | | | 60 | | | President and Chief Executive Officer, PayPal Holdings, Inc. | | | 2000 | |
| V. Paul Unruh | | | 70 | | | Director | | | 2005 | |
An excerpt. Shown here: all 0 rewritten, all 1 added and 40 of 289 removed. The counts are complete. For every sentence, read Item 10. Directors, Executive Officers and Corporate Governance in the FY2019 filing and the FY2018 filing.
Item 11. Executive Compensation
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The information required by this item will be included under the caption “Executive Compensation” in our 2019 Proxy Statement and is incorporated herein by reference.
Executive Compensation and Related Information
COMPENSATION DISCUSSION & ANALYSIS (CD&A)
This compensation discussion and analysis (“CD&A”) describes the material elements of Symantec’s fiscal 2018 executive compensation program.
For fiscal 2018, our named executive officers (“NEOs”) included the following current executive officers:
| | • | | Gregory S. Clark, Chief Executive Officer (“CEO”); |
| --- | --- | --- | --- |
| | • | | Michael D. Fey, President and Chief Operating Officer (“COO”); |
| | • | | Nicholas R. Noviello, Executive Vice President and Chief Financial Officer (“CFO”); and |
| | • | | Scott C. Taylor, Executive Vice President, General Counsel and Secretary. |
Our fiscal 2018 NEOs also included one executive officer who resigned following the end of fiscal 2018:
| | • | | Francis C. Rosch, Former Executive Vice President, Consumer Digital Safety |
_Three Years of Transformation, Success and Challenges_
This CD&A largely focuses on executive compensation granted in fiscal 2018.
It also includes a discussion of long-term incentive compensation granted in fiscal 2017 and fiscal 2016, but earned based all or partly on fiscal 2018 financial or stock price performance.
##### [Table of Contents](#toc)
Symantec has undertaken a significant transformation of its business between fiscal 2016 and fiscal 2018.
In fiscal 2016, Symantec completed its strategic decision to focus solely on cybersecurity with the divestiture of its information management business, Veritas, which was completed in the fourth quarter of fiscal 2016.
Our fiscal 2016 executive compensation program rewarded performance against an EPS target for the first three quarters of fiscal 2016, as well as performance in our TSR ranking over a two- and three-year period, respectively.
In fiscal 2017, Symantec continued its transformation by undertaking a major operational initiative to reduce costs and complexity, continuing to refocus its core business to deliver comprehensive cybersecurity products for both enterprises and consumers with the acquisitions of Blue Coat and LifeLock, and reconstituting its management team, which included a new CEO, COO and CFO from our Blue Coat acquisition.
In fiscal 2017, we revised our executive compensation program to ensure that the appropriate incentives were in place to drive and complete our business transformation and cost reduction initiatives, a process we expected to take more than a single fiscal year.
The fiscal 2017 executive compensation program leveraged non-GAAP operating income for fiscal 2018 as a key metric to focus the Company’s efforts on the announced cost savings plan and business transformation initiatives.
In fiscal 2018, Symantec focused on continued operational execution of the business transformation embarked upon in fiscal 2017 with a focus on revenue, operating income, EPS and cash flow growth.
Key objectives for fiscal 2018 included:
| | • | | Delivering strong revenue growth with the integrated business portfolio across both our Enterprise and Consumer segments; |
| | • | | Growing non-GAAP operating income dollars; |
| | • | | Improving non-GAAP operating income margin; |
| | • | | Increasing non-GAAP EPS; |
| | • | | Reducing debt levels; |
| | • | | Increasing deferred revenue balances; and |
| | • | | Delivering strong operating cash flow. |
The improvement in our results over these three years of transformation demonstrates that we have met our key objectives.

Non-GAAP Operating Non-GAAP Revenue Income / Non-GAAP EPS Operating Cash Flow ($mm) (1) Margin Expansion ($)(1) ($mm) ($mm) (1) 29% 27% 9% 18 CAGR CAGR CAGR 18 18 17% 16 16 16 18 CAGR $1,710 16 $1.67 $4,960 $1,194 $950 $4,163 $1,026 $1.03 $1.18 $802 $3,600 34% 29% 29% ($209) FY16A FY17A FY18A FY16A FY17A FY18A FY16A FY17A FY18A FY16A FY17A FY18A
| (1) | Please see below “- Reconciliation of Selected GAAP Measures to Non-GAAP Measures” for a reconciliation of the relevant adjusted measures to the most directly comparable generally accepted accounting principles (“GAAP”) measures. |
| --- | --- |
The design of our fiscal 2018 executive compensation program was aligned with the objectives noted above, with the intent to ultimately reinforce metrics and goals that would support stockholder value creation.
In addition, the compensation programs were established in consideration of competitive market practices, the fact that several of the senior leaders were relatively new to Symantec and that we operate in the highly competitive cybersecurity talent market.
In developing our fiscal 2018 executive compensation programs, the Compensation Committee also relied on our regular stockholder outreach and engagement activities as well as more formal channels to communicate with stockholders, including the opportunity for stockholders to cast a non-binding advisory vote regarding executive compensation at our annual meeting.
At our 2017 annual meeting of stockholders, the advisory vote on executive compensation for fiscal 2017 was approved by approximately 87% of stockholder votes.
_Fiscal Year 2018 Business Results_
An excerpt. Shown here: all 0 rewritten, all 1 added and 40 of 1,005 removed. The counts are complete. For every sentence, read Item 11. Executive Compensation in the FY2019 filing and the FY2018 filing.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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The information required by this item will be included under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in our 2019 Proxy Statement and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of October 10, 2018 with respect to the beneficial ownership of Symantec common stock by (i) each stockholder known by Symantec to be the beneficial owner of more than 5% of Symantec common stock, (ii) each member of the Board and nominee, (iii) the named executive officers of Symantec included in the Summary Compensation Table appearing on page 103 of this Annual Report on Form 10-K and (iv) all current executive officers and directors of Symantec as a group.
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities.
Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.
Percentage ownership is based on 638,538,278 shares of Symantec common stock outstanding as of October 10, 2018 (excluding shares held in treasury).
Shares of common stock subject to stock options and restricted stock units vesting on or before December 9, 2018 (within 60 days of October 10, 2018) are deemed to be outstanding and beneficially owned for purposes of computing the percentage ownership of such person but are not treated as outstanding for purposes of computing the percentage ownership of others.
Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Symantec Corporation, 350 Ellis Street, Mountain View, California 94043.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | | | Percent of Class | | |
| T. Rowe Price Associates, Inc. (1) | | | 78,822,026 | | | | 12.3 | % |
| Vanguard Group Inc. (2) | | | 63,359,516 | | | | 9.9 | % |
| Capital World Investors (3) | | | 43,353,589 | | | | 6.8 | % |
| BlackRock, Inc. (4) | | | 40,184,068 | | | | 6.3 | % |
| Starboard Value LP (5) | | | 36,000,796 | | | | 5.6 | % |
| Directors and Executive Officers | | | | | | | | |
| Gregory S. Clark (6) | | | 6,566,782 | | | | 1.0 | % |
| Michael D. Fey (7) | | | 2,308,211 | | | | * | |
| Nicholas R. Noviello (8) | | | 1,471,135 | | | | * | |
| Scott C. Taylor | | | 350,364 | | | | * | |
| David L. Mahoney (9) | | | 187,299 | | | | * | |
| Amy L. Cappellanti-Wolf | | | 178,361 | | | | * | |
| Daniel H. Schulman (10) | | | 156,865 | | | | * | |
| Robert S. Miller | | | 141,097 | | | | * | |
##### [Table of Contents](#toc)
| Geraldine B. Laybourne | | | 131,614 | | | | * | |
| Samir Kapuria (11) | | | 105,116 | | | | * | |
| Frank E. Dangeard | | | 104,050 | | | | * | |
| V. Paul Unruh | | | 87,587 | | | | * | |
| Francis C. Rosch (12) | | | 83,268 | | | | * | |
| Anita M. Sands | | | 49,706 | | | | * | |
| Kenneth Y. Hao (13) | | | 43,899 | | | | * | |
| Suzanne M. Vautrinot | | | 36,145 | | | | * | |
| David W. Humphrey | | | 33,190 | | | | * | |
| Dale E. Fuller | | | 14,200 | | | | * | |
| Peter A. Feld (14) | | | \- | | | | \- | |
| All current Symantec executive officers and directors as a group (18 persons) (15) | | | 11,965,621 | | | | 1.9 | % |
| * | Less than 1%. |
| --- | --- |
| | Former officer. |
An excerpt. Shown here: all 0 rewritten, all 1 added and 40 of 67 removed. The counts are complete. For every sentence, read Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters in the FY2019 filing and the FY2018 filing.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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The information required by this item will be included under the caption “Certain Relationships and Related Transactions, and Director Independence” in our 2019 Proxy Statement and is incorporated herein by reference.
Related-Person Transactions Policy and Procedure
Symantec has adopted a written related person transactions policy which provides for the Company’s policies and procedures regarding the identification, review, consideration and approval or ratification of “related person transactions.” The Nominating and Governance Committee reviews transactions that may be “related person transactions,” which are transactions between Symantec and any related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000, and in which the related person has or will have a direct or indirect material interest.
For purposes of the policy, a related person is any Symantec executive officer, director, nominee for director, or stockholder holding more than 5% of any class of Symantec’s voting securities, in each case, since the beginning of the previous fiscal year, and their immediate family members.
Under the policy, absent any facts or circumstances indicating special or unusual benefits to the related person, the following transactions are deemed not to be “related person transactions” (meaning the related person is deemed to not have a direct or indirect material interest in the transaction):
| | • | | compensation to executive officers determined by Symantec’s Compensation Committee; |
| --- | --- | --- | --- |
| | • | | any transaction with another company at which a related person is a director or an employee (other than an executive officer) if the aggregate amount involved does not exceed the greater of $2,000,000, or three percent of that company’s total annual gross revenues, provided that the transaction involves the purchase of either company’s goods and services and the transaction is subject to usual trade terms and is in the ordinary course of business and the related person is not involved in the negotiation of the transaction; |
| | • | | any compensation paid to a director if the compensation is required to be reported in Symantec’s proxy statement; |
| | • | | any transaction where the related person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis; |
| | • | | any charitable contribution, grant or endowment by Symantec or the Symantec Foundation to a charitable organization, foundation or university at which a related person’s only relationship is as a director or an employee (other than an executive officer), if the aggregate amount involved does not exceed $120,000, or any non-discretionary matching contribution, grant or endowment made pursuant to a matching gift program; |
| | • | | any transaction where the rates or charges involved are determined by competitive bids; |
| | • | | any transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; or |
| | • | | any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services. |
Under the policy, members of Symantec’s legal department review transactions involving related persons that do not fall into one of the above categories.
If they determine that a related person could have a significant interest in a transaction, the transaction is referred to the Nominating and Governance Committee.
In addition, transactions may be identified through Symantec’s Code of Conduct or other Symantec policies and procedures, and reported to the Nominating and Governance Committee.
The Nominating and Governance Committee determines whether the related person has a material interest in a transaction and may approve, ratify, rescind or take other action with respect to the transaction.
##### [Table of Contents](#toc)
Certain Related Person Transactions
_Investments by Firms Affiliated with our Directors_
On February 3, 2016, Symantec entered into an investment agreement with investment entities affiliated with Silver Lake, relating to the issuance to Silver Lake of $500 million principal amount of 2.5% convertible unsecured notes, due 2021.
In connection with the investment, Kenneth Y.
Hao, a managing partner and managing director of Silver Lake, was appointed to our Board.
On June 12, 2016, Symantec entered into an investment agreement with investment entities affiliated with Silver Lake and Bain Capital relating to the issuance of $1.25 billion aggregate principal amount of 2.0% convertible unsecured notes due 2021.
Pursuant to the investment agreement, Silver Lake, a private equity firm of which Mr. Hao is a managing partner and managing director, has agreed to purchase $500 million aggregate principal amount of the notes, and Bain Capital, private equity firm of which Mr. Humphrey is a managing director, has agreed to purchase $750 million aggregate principal amount of the notes.
The transactions contemplated by this investment agreement closed concurrently with the closing of the Blue Coat acquisition on August 1, 2016.
In connection with the investment, David W.
Humphrey, a managing director of Bain Capital, was appointed to our Board.
The 2.5% convertible unsecured notes, due 2021 (the “2.5% Notes”), bear interest at a rate of 2.5% per annum.
The 2.0% convertible unsecured notes, due 2021 (the “2.0% Notes” and, together with the 2.5% Notes, collectively, the “Notes”), bear interest at a rate of 2.0% per annum.
Interest is payable semiannually in cash under the Notes.
The initial conversion rate for the 2.5% Notes was 59.6341 shares of our common stock, and cash in lieu of fractional shares, per $1,000 principal amount of the 2.5% Notes, which was equivalent to an initial conversion price of approximately $16.77 per share of common stock.
The initial conversion rate for the 2.0% Notes was 48.9860 shares of our common stock, and cash in lieu of fractional shares, per $1,000 principal amount of the 2.0% Notes, which was equivalent to an initial conversion price of approximately $20.41 per share of common stock.
The conversion rates under the Notes are subject to customary anti-dilution adjustments.
Holders may surrender their Notes for conversion at any time prior to the close of business on the business day immediately preceding the maturity date for the Notes.
As of March 30, 2018, $1.75 billion in aggregate principal amount of the Notes was outstanding.
During fiscal 2018, we paid an aggregate of $37.5 million in interest on the Notes.
Symantec also entered into a Registration Rights Agreement pursuant to which holders of the Notes have certain registration rights with respect to the Notes and the shares of our common stock issuable upon conversion of the Notes.
_Reinvestment Agreements with our Executive Officers_
On June 12, 2016, we entered into reinvestment agreements with Mr. Clark and GSC-OZ Investment LLC, an entity controlled by Mr. Clark, pursuant to which the parties agreed to purchase, in the aggregate, 2,329,520 shares our common stock for an aggregate purchase price of $40,300,696.
An excerpt. Shown here: all 0 rewritten, all 1 added and 40 of 82 removed. The counts are complete. For every sentence, read Item 13. Certain Relationships and Related Transactions, and Director Independence in the FY2019 filing and the FY2018 filing.
Item 14. Principal Accounting Fees and Services
1 rewritten, 1 added, 31 removed, 0 unchanged
[removed: PART IV][added: PART IV]
The information required by this item will be included under the caption “Principal Accountant Fees and Services” in our 2019 Proxy Statement and is incorporated herein by reference.
We regularly review the services and fees from our independent registered public accounting firm, KPMG.
These services and fees are also reviewed with the Audit Committee annually.
In accordance with standard policy, KPMG periodically rotates the individuals who are responsible for our audit.
Our Audit Committee has determined that the providing of certain non-audit services, as described below, is compatible with maintaining the independence of KPMG.
In addition to performing the audit of our consolidated financial statements, KPMG provided various other services during fiscal years 2018 and 2017.
Our Audit Committee has determined that KPMG’s provisioning of these services, which are described below, does not impair KPMG’s independence from Symantec.
The aggregate fees billed for fiscal years 2018 and 2017 for each of the following categories of services are as follows:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fees Billed to Symantec | | 2018 | | | | 2017 | | |
| Audit fees (1) | | $ | 11,370,525 | | | $ | 9,985,434 | |
| Audit related fees (2) | | | 753,689 | | | | 2,215,628 | |
| Tax fees (3) | | | 469,449 | | | | 248,467 | |
| All other fees (4) | | | 311,000 | | | | \- | |
| Total fees | | $ | 12,904,663 | | | $ | 12,449,529 | |
The categories in the above table have the definitions assigned under Item 9 of Schedule 14A promulgated under the Exchange Act, and these categories include in particular the following components:
| (1) | _“Audit fees”_ include fees for audit services principally related to the year-end examination and the quarterly reviews of our consolidated financial statements, consultation on matters that arise during a review or audit, review of SEC filings, audit services performed in connection with our acquisitions and divestitures and statutory audit fees. |
| --- | --- |
| (2) | _“Audit related fees”_ include fees which are for assurance and related services other than those included in Audit fees. |
| (3) | _“Tax fees”_ include fees for tax compliance and advice. |
| (4) | _“All other fees”_ include fees for all other non-audit services, principally for services in relation to certain information technology audits. |
An accounting firm other than KPMG performs supplemental internal audit services for Symantec.
Another accounting firm provides the majority of Symantec’s outside tax services.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.
These services may include audit services, audit-related services, tax services and other services.
Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.
The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.
The Audit Committee may also pre-approve particular services on a case-by-case basis.
All of the services relating to the fees described in the table above were approved by the Audit Committee.
##### [Table of Contents](#toc)
Item 15. Exhibits, Financial Statement Schedules
850 rewritten, 556 added, 388 removed, 377 unchanged
Financial [removed: Statements][added: Statements]
[removed: Symantec Corporation][added: Symantec Corporation]
[removed: Attn:] [added: Attn:] Investor [removed: Relations][added: Relations]
[removed: 350] [added: 350] Ellis [removed: Street][added: Street]
[removed: Mountain] [added: Mountain] View, California [removed: 94043][added: 94043]
[removed: (650) 527-8000][added: (650) 527-8000]
| | | [removed: | | Page | |] [added: Page] |
| 1. | [removed: |] Consolidated Financial Statements: | | [removed: | | |]
[removed: | | | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#txosl573170_2) | | | 123 | |][added: Firm]
[removed: | | | [Consolidated Balance Sheets](#txosl573170_3) | | | 125 | |][added: CONSOLIDATED BALANCE SHEETS]
[removed: | | | [Consolidated Statements of Operations](#txosl573170_4) | | | 126 | |][added: CONSOLIDATED STATEMENTS OF OPERATIONS]
[removed: | | | [Consolidated Statements of Comprehensive Income (Loss)](#txosl573170_5) | | | 127 | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]
[removed: | | | [Consolidated Statements of Stockholders’ Equity](#txosl573170_6) | | | 128 | |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY]
[removed: | | | [Consolidated Statements of Cash Flows](#txosl573170_7) | | | 129 | |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]
[removed: | | | [Notes] [added: Notes] to the Consolidated Financial [removed: Statements](#txosl573170_8) | | | 130 | |][added: Statements]
| | [removed: |] [Note 1. Description of Business and Significant Accounting [removed: Policies](#txosl573170_9) | | | 130] [added: Policies](#sA36DF0ED262976AB5F5FC03DC9CEA0AF)] | [added: [48](#sA36DF0ED262976AB5F5FC03DC9CEA0AF)] |
| | [removed: |] [Note 2. Recent Accounting [removed: Standards](#txosl573170_10) | | | 137] [added: Standards](#s461C77A72764FDDEA07AC03DCA1C23B3)] | [added: [52](#s461C77A72764FDDEA07AC03DCA1C23B3)] |
| | [removed: |] [Note [removed: 4.] [added: 5.] Goodwill and Intangible [removed: Assets](#txosl573170_12) | | | 146] [added: Assets](#sF86D71F1C2CB1866F63CC03DCB0BB771)] | [added: [59](#sF86D71F1C2CB1866F63CC03DCB0BB771)] |
| | [removed: |] [Note [removed: 5.] [added: 6.] Supplementary [removed: Information](#txosl573170_13) | | | 148] [added: Information](#sD0DAE860655C7F91CC16C03DCB69271A)] | [added: [60](#sD0DAE860655C7F91CC16C03DCB69271A)] |
| | [removed: |] [Note [removed: 6.] [added: 7.] Financial Instruments and Fair Value [removed: Measurements](#txosl573170_14) | | | 150] [added: Measurements](#sDCD39A15495A59684CC5C03DCBC7ECFB)] | [added: [62](#sDCD39A15495A59684CC5C03DCBC7ECFB)] |
| | [removed: |] [Note [removed: 7. Debt](#txosl573170_15) | | | 151] [added: 8. Debt](#s08D3C74EDDC9FC35CFDBC03DCC48F016)] | [added: [64](#s08D3C74EDDC9FC35CFDBC03DCC48F016)] |
| | [removed: |] [Note [removed: 8. Derivatives](#txosl573170_16) | | | 154] [added: 9. Derivatives](#s43AE74B11489879434FDC03DCDA0D639)] | [added: [66](#s43AE74B11489879434FDC03DCDA0D639)] |
[removed: | | | [Note 9.] Restructuring, Transition and Other [removed: Costs](#txosl573170_17) | | | 155 | |][added: Costs]
[removed: | | | [Note 12.] Stock-Based Compensation and Other Benefit [removed: Plans](#txosl573170_20) | | | 163 | |][added: Plans]
| | [removed: |] [Note [removed: 13.] [added: 14.] Net Income Per [removed: Share](#txosl573170_21) | | | 167] [added: Share](#s97EFDB4DFFF94E897312C03DD021BD23)] | [added: [73](#s97EFDB4DFFF94E897312C03DD021BD23)] |
| | [removed: |] [Note [removed: 14.] [added: 15.] Segment and Geographic [removed: Information](#txosl573170_22) | | | 168] [added: Information](#sFD9F9477AFE1B8DA2811C03DD05FA1B9)] | [added: [74](#sFD9F9477AFE1B8DA2811C03DD05FA1B9)] |
| [removed: | | [Note 15.] Commitments and [removed: Contingencies](#txosl573170_23)] [added: contingencies (Note 16)] | | | [removed: 171] | | [added: | | |]
| | [removed: |] Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included. | | [removed: | | |]
| 2. | [removed: |] [Exhibits: The information required by this Item is set forth in the Exhibit Index that precedes the signature page of this Annual [removed: Report.](#txosl573170_26) | | | 176] [added: Report.](#s45910B6F5746CCB1E218C03DFABABF69)] | [added: [79](#s45910B6F5746CCB1E218C03DFABABF69)] |
[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: | | [Report of Independent Registered Public Accounting Firm](#s92B4037952461E2FF35AC03DF4EA90ED) | [41](#s92B4037952461E2FF35AC03DF4EA90ED) |]
[removed: _Opinions] [added: Opinions] on the Consolidated Financial Statements and Internal Control Over Financial [removed: Reporting_][added: Reporting]
We have audited the accompanying consolidated balance sheets of Symantec Corporation and subsidiaries (the Company) as of March [removed: 30, 2018] [added: 29, 2019] and March [removed: 31, 2017,] [added: 30, 2018,] 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 [removed: 30, 2018] [added: 29, 2019] and the related notes (collectively, the consolidated financial statements).
We also have audited the Company’s internal control over financial reporting as of March [removed: 30, 2018,] [added: 29, 2019,] based on criteria established in [removed: _Internal Control—Integrated Framework_ _(2013)_] [added: 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 [removed: 30, 2018] [added: 29, 2019] and March [removed: 31, 2017,] [added: 30, 2018,] and the results of their operations and their cash flows for each of the years in the three-year period ended March [removed: 30, 2018,] [added: 29, 2019,] in conformity with U.S. generally accepted accounting principles.
[removed: Also] [added: Also,] in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March [removed: 30, 2018,] [added: 29, 2019,] based on criteria established in [removed: _Internal Control—Integrated] [added: Internal Control - Integrated] Framework [removed: (2013)_] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
[removed: _Basis] [added: Basis] for [removed: Opinions_][added: Opinions]
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for [removed: their] [added: its] 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 [removed: 9A.b.][added: 9A.]
[removed: _Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting_][added: Reporting]
Because of [removed: their] [added: its] inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
[removed: _/s/_] [added: /s/] KPMG LLP
(a)
1.
| | [Note 3. Revenue](#s8c77c266ec264400b93b1b8eb03868e4) | [55](#s8c77c266ec264400b93b1b8eb03868e4) |
| | [Note 4. Acquisitions and Divestiture](#s87343659525553666BC7C03DCA1C4D5E) | [57](#s87343659525553666BC7C03DCA1C4D5E) |
| | [Note 11. Income Taxes](#s26BF29D89B9F6F2675D8C03DCDFE56A1) | [67](#s26BF29D89B9F6F2675D8C03DCDFE56A1) |
| | [Note 12. Stockholders’ Equity](#sA5F70ED85DC1A72E2B25C03DCEE0D8F8) | [70](#sA5F70ED85DC1A72E2B25C03DCEE0D8F8) |
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for revenue from contracts with customers in fiscal year 2019 due to the adoption of Accounting Standards Update 2014-09 “Revenue from Contracts with Customers (Topic 606)”.
SYMANTEC CORPORATION
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | |
| | March 29, 2019 | | | | March 30, 2018 | | |
| Contract liabilities | 2,320 | | | | 2,368 | | |
| Long-term contract liabilities | 736 | | | | 735 | | |
SYMANTEC CORPORATION
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
SYMANTEC CORPORATION
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| Other comprehensive loss from equity method investee | (1 | | ) | | — | | | | — | | |
SYMANTEC CORPORATION
| | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | |
| Cumulative effect from adoption of accounting standards | — | | | — | | | | — | | | | 939 | | | | 939 | | |
| Stock-based compensation | — | | | 359 | | | | — | | | | — | | | | 359 | | |
| Balance as of March 29, 2019 | 630 | | | $ | 4,812 | | | $ | (7 | ) | | $ | 933 | | | $ | 5,738 | |
SYMANTEC CORPORATION
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| | Year Ended | | | | | | | | | | |
| Net income (loss) | $ | 31 | | | $ | 1,138 | | | $ | (106 | ) |
(a)
1.
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | [Note 3. Acquisitions and Divestitures](#txosl573170_11) | | | 140 | |
| | | [Note 10. Income Taxes](#txosl573170_18) | | | 156 | |
| | | [Note 11. Stockholders’ Equity](#txosl573170_19) | | | 161 | |
| | | [Note 16. Subsequent Events](#txosl573170_24) | | | 175 | |
##### [Table of Contents](#toc)
October 26, 2018
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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of April 3, 2015 | | | 684 | | | $ | 6,101 | | | $ | 104 | | | $ | (270 | ) | | $ | 5,935 | |
| Sale of Veritas | | | \- | | | | \- | | | | (81 | ) | | | \- | | | | (81 | ) |
| Equity component of convertible notes issued | | | \- | | | | 12 | | | | \- | | | | \- | | | | 12 | |
| Income tax benefit from employee stock incentive plans | | | \- | | | | 11 | | | | \- | | | | \- | | | | 11 | |
| Net cash used in discontinued investing activities | | | \- | | | | \- | | | | (63 | ) |
| 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 | ) |
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 recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable.
For arrangements that include both software and non-software elements, we allocate revenue to the software deliverables as a group and non-software deliverables based on their relative selling
prices.
In such circumstances, 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.
An excerpt. Shown here: 40 of 850 rewritten, 40 of 556 added and 40 of 388 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2019 filing and the FY2018 filing.
Item 16. Form 10-K Summary
19 rewritten, 23 added, 7 removed, 23 unchanged
[removed: SIGNATURES][added: SIGNATURES]
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the [removed: 26th] [added: 24th] day of [removed: October 2018.][added: May 2019.]
| | [removed: |] SYMANTEC CORPORATION | | [removed: |]
| | | [removed: | | Gregory] [added: Richard] S. [removed: Clark _Chief] [added: Hill Interim President and Chief] Executive Officer and [removed: Director_] [added: Director] |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: Gregory] [added: Richard] S.
[removed: Noviello] [added: Noviello,] and Scott C.
Taylor, and each or any of them, his [added: or her] attorneys-in-fact, each with the power of substitution, for him [added: or her] in any and all capacities to sign any and all amendments to this report on Form 10-K and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he [added: or she] might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] | | [removed: Date] [added: Date] |
| /s/ Nicholas R. Noviello [removed: Nicholas R. Noviello] | | Executive Vice President and Chief Financial Officer (Principal Financial [removed: Officer and Principal Accounting] Officer) | | [removed: October 26, 2018] [added: May 24, 2019] |
| /s/ Daniel H. Schulman [removed: Daniel H. Schulman] | | Chairman of the Board | | [removed: October 26, 2018] [added: May 24, 2019] |
| /s/ Frank E. Dangeard [removed: Frank E. Dangeard] | | Director | | [removed: October 26, 2018] [added: May 24, 2019] |
| /s/ Peter A. Feld [removed: Peter A. Feld] | | Director | | [removed: October 26, 2018] [added: May 24, 2019] |
| /s/ Dale L. Fuller [removed: Dale L. Fuller] | | Director | | [removed: October 26, 2018] [added: May 24, 2019] |
| /s/ Kenneth Y. Hao [removed: Kenneth Y. Hao] | | Director | | [removed: October 26, 2018] [added: May 24, 2019] |
| /s/ David W. Humphrey [removed: David W. Humphrey] | | Director | | [removed: October 26, 2018] [added: May 24, 2019] |
| /s/ David L. Mahoney [removed: David L. Mahoney] | | Director | | [removed: October 26, 2018] [added: May 24, 2019] |
| /s/ Anita M. Sands [removed: Anita M. Sands] | | Director | | [removed: October 26, 2018] [added: May 24, 2019] |
| /s/ V. Paul Unruh [removed: V. Paul Unruh] | | Director | | [removed: October 26, 2018] [added: May 24, 2019] |
| /s/ Suzanne M. Vautrinot [removed: Suzanne M. Vautrinot] | | Director | | [removed: October 26, 2018] [added: May 24, 2019] |
| | | |
| --- | --- | --- |
| | | |
| | | |
| | By: | /s/ Richard S. Hill |
Hill, Vincent Pilette, Nicholas R.
| /s/ Richard S. Hill | | Interim President and Chief Executive Officer and Director (Principal Executive Officer) | | May 24, 2019 |
| Richard S. Hill | | | | |
| Nicholas R. Noviello | | | | |
| /s/ Matthew Brown | | Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) | | May 24, 2019 |
| Matthew Brown | | | | |
| Daniel H. Schulman | | | | |
| /s/ Sue Barsamian | | Director | | May 24, 2019 |
| Sue Barsamian | | | | |
| Frank E. Dangeard | | | | |
| Peter A. Feld | | | | |
| Dale L. Fuller | | | | |
| Kenneth Y. Hao | | | | |
| David W. Humphrey | | | | |
| David L. Mahoney | | | | |
| Anita M. Sands | | | | |
| V. Paul Unruh | | | | |
| Suzanne M. Vautrinot | | | | |
##### [Table of Contents](#toc)
| --- | --- | --- | --- | --- |
| | | By: | | /s/ Gregory S. Clark |
Clark, Nicholas R.
| /s/ Gregory S. Clark Gregory S. Clark | | Chief Executive Officer and Director (Principal Executive Officer) | | October 26, 2018 |
| /s/ Geraldine B. Laybourne Geraldine B. Laybourne | | Director | | October 26, 2018 |
| /s/ Robert S. Miller Robert S. Miller | | Director | | October 26, 2018 |