8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2003

SYMANTEC CORPORATION

(Exact name of the Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-17781	77-0181864
(Commission	(IRS Employer
File Number)	Identification No.)

20330 Stevens Creek Blvd., Cupertino, CA	95014
(Address of principal executive offices)	(Zip code)

(408) 517-8000

(The Registrant’s telephone number)

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	ITEM 5: OTHER EVENTS
	ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
	ITEM 12: RESULTS OF OPERATION AND FINANCIAL CONDITION
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

ITEM 5: OTHER EVENTS.

     On October 22, 2003, Symantec Corporation issued a press release announcing that its board of directors had declared a two-for-one stock split of Symantec’s common stock, to be effected by issuing a stock dividend of one share of common stock for each share outstanding. The stock dividend will be distributed on November 19, 2003 to stockholders of record at the close of business on November 5, 2003. The press release is filed herewith as Exhibit 99.2 and incorporated by reference herein.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.

(c)	Exhibits.
	The following exhibits are filed or furnished herewith:

Exhibit No.	Description
99.1	Press release issued by Symantec Corporation dated October 22, 2003 announcing results for the second fiscal quarter (solely furnished and not filed herewith pursuant to Item 12).
99.2	Press release issued by Symantec Corporation dated October 22, 2003 announcing two-for-one stock split.

ITEM 12: RESULTS OF OPERATION AND FINANCIAL CONDITION.

     On October 22, 2003, Symantec Corporation (the “Registrant”) issued a press release announcing results for the fiscal quarter ended October 3, 2003. A copy of the press release is furnished (not filed) as exhibit 99.1. The information in this report shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended. Unless expressly incorporated into a filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, made after the date hereof, the information contained herein shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 22, 2003		SYMANTEC CORPORATION
	By:	/s/ Arthur F. Courville
		Arthur F. Courville
		Senior Vice President and General Counsel

EXHIBIT INDEX

99.1	Press release issued by Symantec Corporation dated October 22, 2003 announcing results for the second fiscal quarter (solely furnished and not filed herewith pursuant to Item 12).
99.2	Press release issued by Symantec Corporation dated October 22, 2003 announcing a two-for-one stock split.

EX-99.1 3 f93786exv99w1.htm EXHIBIT 99.1

Exhibit – 99.1

News Release

For Immediate Release
MEDIA CONTACT:	INVESTOR CONTACT:
Melissa Martin	Helyn Corcos
Symantec Corporation	Symantec Corporation
408-517-8475	408-517-8324
melissa_martin@symantec.com	hcorcos@symantec.com

SYMANTEC REPORTS RECORD REVENUE AND EARNINGS, RAISES FISCAL YEAR GUIDANCE

Consumer Performance Exceeds Expectations Following Numerous Threat Outbreaks During the Quarter

CUPERTINO, Calif. – Oct. 22, 2003 – Symantec Corp. (Nasdaq: SYMC), the world leader in Internet security, today reported results for the fiscal second quarter 2004 ended Oct. 3, 2003. Symantec posted revenue for the quarter of $429 million, a 32 percent increase compared to $325 million for the same quarter last year, driven by strong enterprise security growth and higher than expected results in the consumer segment.

GAAP Results: Net income for the fiscal second quarter was $83 million, compared to $52 million for the same quarter last year. Earnings per share was $0.49, compared to earnings per share of $0.33 for the year-ago quarter.

Non-GAAP Results: Non-GAAP net income for the fiscal second quarter was $91 million, compared to $60 million for the same quarter last year. Non-GAAP earnings per share was $0.53, compared to earnings per share of $0.38 for the year-ago quarter. Non-GAAP results and related reconciliation, as outlined in the attached consolidated statements, exclude expenses from the amortization of other intangibles from acquisitions and acquired in-process research and development as well as related income tax benefits. See “Use of Non-GAAP Financial Information” below.

“It was a stellar quarter across the board with strong performances in all regions,” said John W. Thompson, Symantec chairman and CEO. “Our integrated approach for enterprises and consumers continues to gain momentum and set the bar for the rest of the industry.”

Revenue Components

For the quarter, Symantec’s worldwide enterprise business, including enterprise security, enterprise administration, and services, represented 55 percent of total revenue. Symantec’s enterprise security business represented 41 percent of total revenue and grew 25 percent year-over-year; the enterprise administration business represented 12 percent of revenues and declined 8 percent in line with expectations; and the services business grew 53 percent and represented 2 percent of total revenue. Symantec’s consumer business grew 56 percent and represented 45 percent of total revenue.

(More)

Symantec Reports Record Revenue and Earnings, Raises Fiscal Year Guidance
Page 2 of 8

International revenues represented 50 percent of total revenue in the second quarter and grew 39 percent over the same quarter last year. Canada led the increase for the quarter with 49 percent growth, followed by the Europe, Middle East and Africa region with 46 percent growth. Japan recorded 27 percent year-over-year growth, Asia Pacific recorded 24 percent growth and Latin America had 9 percent growth. The United States grew at 26 percent.

Business Outlook

Forward-looking guidance for the fiscal third quarter ending Jan. 2, 2004, is as follows:

• Revenue is expected to be in the range of $440 to $460 million.

• GAAP earnings per share is expected to be $0.52 at the midpoint of the revenue guidance.

• Non-GAAP earnings per share is expected to be $0.56 at the midpoint of the revenue guidance.

Forward-looking guidance for the fiscal year, ending April 2, 2004, updated to reflect the fiscal year-to-date actual performance and estimated results for the fiscal third and fourth quarters is as follows:

• Revenue is expected to be approximately $1.73 billion.

• GAAP earnings per share is expected to be $1.90 at the stated revenue forecast, up 15 cents from previous guidance.

• Non-GAAP earnings per share is expected to be $2.10 at the stated revenue forecast, up 14 cents from previous guidance.

Non-GAAP earnings per share excludes the pre-tax amortization of other intangibles from acquisitions, acquired in-process research and development, and other items such as patent settlement and restructuring charges of approximately $11 million and $58 million for the quarter ending Jan. 2, 2004, and the fiscal year ending April 2, 2004, respectively.

Quarterly Highlights

• Symantec signed 129 contracts worldwide worth more than $100,000 each, including 36 worth more than $300,000 each and 6 worth more than $1 million each, during the quarter.

• Symantec signed new or extended agreements with customers including Nextel; Cinergy, one of the nation’s largest utility companies; Digex, Incorporated, a leading provider of enterprise hosting services; Rinker Materials, one of the nation’s leaders in building and construction materials; Qualex, Inc., the largest wholesale and on-site photofinishing company in the world; Storage Technologies Corp., a worldwide data storage company; Sykes Enterprises, a global leader in providing outsourced customer management solutions and services; and CenturyTel, Inc., the nation’s eighth largest local telephone exchange company.

(More)

Symantec Reports Record Revenue and Earnings, Raises Fiscal Year Guidance
Page 3 of 8

• Symantec also signed new or extended agreements with public sector and education customers including Temple University; the State of Tennessee; the U.S. Department of the Interior; the U.S. Environmental Protection Agency; the U.S. Department of State; the U.S. Army; and the Internal Revenue Service.

• Around the world, Symantec signed contracts with customers including South Korea-based Samsung Electronics; Jainam Technologies, a leading IT solutions company in India; and ANZ Bank, one of Australia’s largest financial institutions.

• Symantec introduced its new line of firewall appliances, the Symantec Gateway Security 5400 Series. The 5400 series offers a unique combination of superior price performance, integrated protection, and flexible licensing. The appliance provides comprehensive gateway level protection by integrating full inspection firewall, intrusion prevention, intrusion detection, antivirus, content filtering, virtual private networking (VPN), and anti-spam technology into a single device.

• During the quarter, Symantec updated the world’s premier global early warning system with the launch of Symantec Deep Sight Threat Management System 5.0. The early warning security system gathers firewall, intrusion detection and now antivirus data from more than 20,000 partners worldwide to provide proactive alerts on active attacks to customers. The system now includes an optional custom reports add-on, enabling organizations to mine the global event database by time, country, and industry to better analyze security events.

• Symantec also announced the Symantec AntiVirus for Handhelds product line to protect consumers and enterprise users. Symantec AntiVirus for Handhelds – Corporate Edition integrates with existing enterprise infrastructures and improves management by providing a centralized view of virus protection information.

• In addition, Symantec launched its 2004 line of consumer security products including Norton Internet Security, Norton AntiVirus, Norton Personal Firewall, Norton AntiSpam and Norton SystemWorks, which includes Norton Password Manager. The new products provide protection from viruses, intrusion attempts, and privacy threats and now offer expanded protection from emerging threats including spyware, adware, keystroke logging programs, and spam.

Conference Call

Symantec has scheduled a conference call for 5 p.m. EDT/2 p.m. PDT today to discuss fiscal second quarter 2004 results, and to review guidance for the fiscal third quarter. Interested parties may access the conference call on the Internet at http://www.symantec.com/invest/index.html. To listen to the live call, please go to the Web site at least 15 minutes early to register, download and install any necessary audio software. A replay and the script of our officers’ remarks will be available on the investor relations home page shortly after the call is completed.

(More)

Symantec Reports Record Revenue and Earnings, Raises Fiscal Year Guidance
Page 4 of 8

About Symantec

Symantec, the world leader in Internet security technology, provides a broad range of content and network security software and appliance solutions to individuals, enterprises and service providers. The company is a leading provider of client, gateway and server security solutions for virus protection, firewall and virtual private network, vulnerability management, intrusion detection, Internet content and e-mail filtering, remote management technologies and security services to enterprises and service providers around the world. Symantec’s Norton brand of consumer security products is a leader in worldwide retail sales and industry awards. Headquartered in Cupertino, Calif., Symantec has worldwide operations in 36 countries. For more information, please visit www.symantec.com.

NOTE TO EDITORS: If you would like additional information on Symantec Corporation and its products, please view the Symantec Press Center at http://www.symantec.com/PressCenter/ on Symantec’s Web site. All prices noted are in US dollars and are valid only in the United States.

Symantec and the Symantec logo are trademarks or registered trademarks, in the United States and certain other countries, of Symantec Corporation. Additional company and product names may be trademarks or registered trademarks of the individual companies and are respectfully acknowledged.

FORWARD LOOKING STATEMENT: This press release contains forward-looking statements, including forecasts of future revenue and earnings per share, expected activities, and other financial and business results that involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: the sustainability of recent growth rates, particularly in consumer products; the anticipation of the growth of certain market segments, particularly enterprise security; the positioning of Symantec’s products in those segments; the competitive environment in the software industry; general market conditions, fluctuations in currency exchange rates, changes to operating systems and product strategy by vendors of operating systems; and whether Symantec can successfully develop new products and the degree to which these gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this press release. Additional information concerning these and other risk factors is contained in the Risk Factors sections of Symantec’s previously filed Form 10-K and 10-Q. Symantec assumes no obligation to update any forward-looking information contained in this press release except as otherwise required by law.

USE OF NON-GAAP FINANCIAL INFORMATION: In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Symantec reports non-GAAP financial results. Non-GAAP net income and earnings per share exclude acquisition related charges, such as amortization of other intangibles and in-process research and development, and certain other identified charges, such as restructuring and patent settlement, as well as the tax effect of these items. Symantec’s management believes these non-GAAP measures are useful to investors because they provide supplemental information that facilitates comparisons to prior periods. Management uses these non-GAAP measures to evaluate its financial results, develop budgets and manage expenditures. The method Symantec uses to produce non-GAAP results is not computed according to GAAP, is likely to differ from the methods used by other companies and should not be regarded as a replacement for corresponding GAAP measures. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to the comparable GAAP results, which is attached to this release and can be found on the investor relations Web site at www.symantec.com/invest/center.html.

###

(More)

Symantec Reports Record Revenue and Earnings, Raises Fiscal Year Guidance
Page 5 of 8

SYMANTEC CORPORATION

GAAP Consolidated Statements of Operations

			Three Months Ended						Six Months Ended
			September 30,						September 30,
(In thousands, except per share data; unaudited)			2003			2002			2003			2002
Net revenues			$	428,665		$	325,231		$	819,789		$	641,272
Cost of revenues				74,810			61,159			142,388			116,611
	Gross margin			353,855			264,072			677,401			524,661
Operating expenses:
	Research and development			59,596			47,344			120,201			92,832
	Sales and marketing			155,705			124,896			297,542			240,064
	General and administrative			21,174			17,254			47,546			32,608
	Amortization of other intangibles from acquisitions			756			665			1,547			1,201
	Acquired in-process research and development			1,000			4,700			1,000			4,700
	Restructuring, site closures and other			2			(1,179	)		570			4,874
	Patent Settlement			—			—			13,917			—
		Total operating expenses		238,233			193,680			482,323			376,279
Operating income				115,622			70,392			195,078			148,382
Interest income				8,807			9,723			18,904			19,369
Interest expense				(5,291	)		(5,292	)		(10,582	)		(10,583	)
Income, net of expense, from sale of technologies and product lines				2,158			2,444			4,326			4,680
Other income (expense), net				673			(134	)		(38	)		(1,125	)
Income before income taxes				121,969			77,133			207,688			160,723
Provision for income taxes				38,536			25,139			65,474			52,160
Net income			$	83,433		$	51,994		$	142,214		$	108,563
Net income per share – diluted*			$	0.49		$	0.33		$	0.85		$	0.69
Shares used to compute net income per share – diluted*				178,415			168,489			176,786			168,743

*     For the three and six months ended September 30, 2003 and 2002, diluted net income per share is calculated using the if-converted method. Under this method, the numerator excludes the interest expense from the 3% convertible subordinated notes, net of income tax, of $3.6M and $7.2M for the three and six months ended September 30, 2003 and 2002, respectively, and the denominator includes shares issuable from the assumed conversion of the 3% convertible subordinated notes.

(More)

Symantec Reports Record Revenue and Earnings, Raises Fiscal Year Guidance
Page 6 of 8

SYMANTEC CORPORATION

Non-GAAP Consolidated Statements of Income

Non-GAAP amounts exclude all acquisition related amortization, in-process research and development restructuring charges, and patent settlement.

			Three Months Ended						Six Months Ended
			September 30,						September 30,
(In thousands, except per share data; unaudited)			2003			2002			2003			2002
Net revenues			$	428,665		$	325,231		$	819,789		$	641,272
Cost of revenues				64,570			54,478			123,383			103,601
	Gross margin			364,095			270,753			696,406			537,671
Operating expenses:
	Research and development			59,596			47,344			120,201			92,832
	Sales and marketing			155,705			124,896			297,542			240,064
	General and administrative			21,174			17,254			47,546			32,608
		Total operating expenses		236,475			189,494			465,289			365,504
Operating income				127,620			81,259			231,117			172,167
Interest income				8,807			9,723			18,904			19,369
Interest expense				(5,291	)		(5,292	)		(10,582	)		(10,583	)
Income, net of expense, from sale of technologies and product lines				2,158			2,444			4,326			4,680
Other income (expense), net				673			(134	)		(38	)		(1,125	)
Income before income taxes				133,967			88,000			243,727			184,508
Provision for income taxes				42,869			28,160			77,992			59,043
Net income			$	91,098		$	59,840		$	165,735		$	125,465
Net income per share – diluted*			$	0.53		$	0.38		$	0.98		$	0.79
Shares used to compute net income per share – diluted*				178,415			168,489			176,786			168,743

*     For the three and six months ended September 30, 2003 and 2002, diluted net income per share is calculated using the if-converted method. Under this method, the numerator excludes the interest expense from the 3% convertible subordinated notes, net of income tax, of $3.6M and $7.2M for the three and six months ended September 30, 2003 and 2002, respectively, and the denominator includes shares issuable from the assumed conversion of the 3% convertible subordinated notes.

(More)

Symantec Reports Record Revenue and Earnings, Raises Fiscal Year Guidance
Page 7 of 8

Reconciliation of Non-GAAP Consolidated Statements of Income to the GAAP Consolidated Statements of Income

		Three Months Ended						Six Months Ended
		September 30,						September 30,
(In thousands, except per share data; unaudited)		2003			2002			2003			2002
Non-GAAP net income		$	91,098		$	59,840		$	165,735		$	125,465
Cost of revenues:
	Amortization of other intangibles from acquisitions		(10,240	)		(6,681	)		(19,005	)		(13,546	)
Operating expenses
	Amortization of other intangibles from acquisitions		(756	)		(665	)		(1,547	)		(665	)
	Acquired in-process research and development		(1,000	)		(4,700	)		(1,000	)		(4,700	)
	Restructuring, site closures and other		(2	)		1,179			(570	)		(4,874	)
	Patent Settlement		—			—			(13,917	)		—
	Income tax benefit		4,333			3,021			12,518			6,883
Net income		$	83,433		$	51,994		$	142,214		$	108,563
Net income per share – diluted		$	0.49		$	0.33		$	0.85		$	0.69
Shares used to compute net income per share – diluted			178,415			168,489			176,786			168,743

(More)

Symantec Reports Record Revenue and Earnings, Raises Fiscal Year Guidance
Page 8 of 8

SYMANTEC CORPORATION

Consolidated Balance Sheets

			September 30,		March 31,
(In thousands)			2003		2003
			(unaudited)
ASSETS
Current assets:
	Cash, cash equivalents and short-term investments		$	2,026,570	$	1,705,658
	Trade accounts receivable, net			224,954		149,664
	Inventories			11,587		5,912
	Deferred income taxes			94,081		92,284
	Other			50,803		34,628
		Total current assets		2,407,995		1,988,146
Property, equipment and leasehold improvements, net				364,657		333,275
Deferred income taxes				7,600		7,986
Acquired product rights, net				115,635		73,125
Goodwill, net				853,629		833,449
Other, net				28,285		29,749
			$	3,777,801	$	3,265,730
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	80,052	$	67,720
	Accrued compensation and benefits			85,135		90,947
	Deferred revenue			719,411		589,629
	Other accrued expenses			76,937		69,363
	Income taxes payable			86,251		76,965
		Total current liabilities		1,047,786		894,624
Convertible subordinated notes				599,993		599,998
Other long-term obligations				5,903		6,729
Commitments and contingencies
Stockholders’ equity:
	Common stock			1,537		1,488
	Capital in excess of par value			1,485,907		1,335,028
	Accumulated other comprehensive income			96,719		30,121
	Retained earnings			539,956		397,742
		Total stockholders’ equity		2,124,119		1,764,379
			$	3,777,801	$	3,265,730

 ### 

EX-99.2 4 f93786exv99w2.htm EXHIBIT 99.2

Exhibit – 99.2

News Release

FOR IMMEDIATE RELEASE CONTACT:
Genevieve Haldeman	Helyn Corcos
Symantec Corporation	Symantec Corporation
408-517-7642	408-517-8324
glhaldeman@symantec.com	hcorcos@symantec.com

SYMANTEC ANNOUNCES TWO-FOR-ONE STOCK SPLIT

CUPERTINO, Calif. – Oct. 22, 2003 – Symantec Corp. (Nasdaq: SYMC), the world leader in Internet security, today announced that its Board of Directors has approved a two-for-one stock split, to be effected in the form of a stock dividend. The company will discuss the split in more detail during today’s scheduled conference call to report fiscal second quarter 2004 earnings results.

Shareowners of record at the close of business on Nov. 5, 2003 will be issued one additional share of common stock for each share owned as of that date. The company anticipates that the additional shares resulting from the split will be issued in book-entry form on or about Nov. 19, 2003. Shareowners will be entitled to receive physical stock certificates upon request. The stock split will increase the number of total shares outstanding from approximately 154 million shares to approximately 308 million shares.

Conference Call

Symantec has scheduled a conference call for 5 p.m. EDT/2 p.m. PDT today to discuss its fiscal second quarter 2004 earnings as well as the stock split. Interested parties may access the conference call on the Internet at http://www.symantec.com/invest/index.html. To listen to the live call, please go to the Web site at least 15 minutes early to register, download and install any necessary audio software. A replay and the script of our officers’ remarks will be available on the investor relations home page shortly after the call is completed.

About Symantec

Symantec, the world leader in Internet security technology, provides a broad range of content and network security software and appliance solutions to individuals, enterprises and service providers. The company is a leading provider of client, gateway and server security solutions for virus protection, firewall and virtual private network, vulnerability management, intrusion detection, Internet content and e-mail filtering, remote management technologies and security services to enterprises and service providers around the world. Symantec’s Norton brand of consumer security products is a leader in worldwide retail sales and industry awards. Headquartered in Cupertino, Calif., Symantec has worldwide operations in 36 countries. For more information, please visit www.symantec.com.

(More)

Symantec Announces Two-For-One Stock Split
Page 2 of 2

###

NOTE TO EDITORS: If you would like additional information on Symantec Corporation and its products, please view the Symantec Press Center at http://www.symantec.com/PressCenter/ on Symantec’s Web site. All prices noted are in US dollars and are valid only in the United States.

Symantec and the Symantec logo are trademarks or registered trademarks, in the United States and certain other countries, of Symantec Corporation. Additional company and product names may be trademarks or registered trademarks of the individual companies and are respectfully acknowledged.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2