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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form 10-K
| (Mark One) | ||
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the Fiscal Year Ended April 1, 2011 | ||
|
OR
|
||
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the Transition Period from to . | ||
Commission File Number
000-17781
SYMANTEC CORPORATION
(Exact name of the registrant as
specified in its charter)
|
Delaware
|
77-0181864 | |
|
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
350 Ellis Street, Mountain View, California (Address of principal executive offices) |
94043 (zip code) |
Registrant’s telephone number, including area code:
(650) 527-8000
Securities registered pursuant to Section 12(b) of the
Act:
| Common Stock, par value $0.01 per share | The Nasdaq Stock Market LLC | |
|
(Title of each class)
|
(Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the
Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in
Rule 12b-2
of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
Aggregate market value of the voting stock held by
non-affiliates of the registrant, based upon the closing sale
price of Symantec common stock on October 1, 2010 as
reported on the Nasdaq Global Select Market: $11,909,360,540.
Number of shares outstanding of the registrant’s common
stock as of April 29, 2011: 755,541,093
DOCUMENTS
INCORPORATED BY REFERENCE
The information called for by Part III will be included in
an amendment to this
Form 10-K
or incorporated by reference from the registrant’s
definitive Proxy Statement to be filed pursuant to
Regulation 14A.
SYMANTEC
CORPORATION
FORM 10-K
For the Fiscal Year Ended April 1, 2011
TABLE OF CONTENTS
FORM 10-K
For the Fiscal Year Ended April 1, 2011
TABLE OF CONTENTS
“Symantec,” “we,” “us,”
“our,” and “the Company” refer to Symantec
Corporation and all of its subsidiaries. Symantec, the Symantec
Logo, Norton, and Veritas are trademarks or registered
trademarks of Symantec in the U.S. and other countries.
Other names may be trademarks of their respective owners.
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FORWARD-LOOKING
STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS
The discussion below contains forward-looking statements, which
are subject to safe harbors under the Securities Act of 1933, as
amended (the “Securities Act”), and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements include references to our ability to
utilize our deferred tax assets, as well as statements including
words such as “expects,” “plans,”
“anticipates,” “believes,”
“estimates,” “predicts,”
“projects,” and similar expressions. In addition,
statements that refer to projections of our future financial
performance, anticipated growth and trends in our businesses and
in our industries, the anticipated impacts of acquisitions, and
other characterizations of future events or circumstances are
forward-looking statements. These statements are only
predictions, based on our current expectations about future
events and may not prove to be accurate. We do not undertake any
obligation to update these forward-looking statements to reflect
events occurring or circumstances arising after the date of this
report. These forward-looking statements involve risks and
uncertainties, and our actual results, performance, or
achievements could differ materially from those expressed or
implied by the forward-looking statements on the basis of
several factors, including those that we discuss under
Item 1A, Risk Factors. We encourage you to read that
section carefully.
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PART I
| Item 1. | Business |
Overview
Symantec is a global provider of security, storage, and systems
management solutions that help businesses and consumers secure
and manage their information and identities. We conduct our
business in three geographic regions: Americas, which is
comprised of the United States, Canada, and Latin America;
Europe, the Middle East and Africa (“EMEA”); and Asia
Pacific Japan (“APJ”).
Founded in 1982, Symantec has operations in more than 48
countries and our principal executive offices are located at 350
Ellis Street, Mountain View, California, 94043. Our telephone
number at that location is
(650) 527-8000.
Our home page on the Internet is www.symantec.com. Other
than the information expressly set forth in this annual report,
the information contained, or referred to, on our website is not
part of this annual report.
Strategy
Symantec’s strategy is to enable our customers to secure
and manage information and identities independent of device or
platform. We help individuals, small and medium-sized businesses
(“SMB”), and global organizations ensure that their
information, technology infrastructures, and related processes
are protected and managed easily. We deliver solutions that
allow customers to access information when they need it and make
it available to all of those who should have access to it. In
addition to providing customers with traditional software
solutions, we continue to expand our Software-as-a-Service
(“SaaS”) and appliance based offerings, giving
customers’ choice as to how our solutions are delivered and
deployed.
Businesses are increasingly adopting cloud, virtualization, and
mobile technologies to reduce the cost of their IT
infrastructures and enhance access to their information. By
providing products and solutions that support the adoption of
these key technology trends, we are seeking to maintain our
leadership position in helping businesses secure and mange their
information and identities. We have a broad portfolio of cloud
based solutions and services, from SaaS security to
authentication services and online backup to cloud
infrastructure management. These products help organizations
lower costs and simplify IT administration, while keeping their
information and identities secure. Organizations are adopting
virtualization to reduce costs, enhance flexibility and build
public and private cloud infrastructures. As a result, their
environments are becoming more complex and essential
applications and data may be left vulnerable to attack. Our
solutions help these organizations secure, manage and optimize
their virtual environments from the datacenter to the endpoint.
More and more mobile devices are being used both at work and at
home creating new security and management challenges. Our
solutions manage and protect mobile devices by enforcing data
governance, increasing visibility across all mobile platforms
and securing data for both consumers and enterprises. We are
focused on providing consumers the best online experience that
allows them access to information anytime, anywhere and from any
device. Our consumer solutions take security beyond the PC and
extend trust to new devices and consumer applications, spanning
across mobile, smart devices, and embedded systems.
We operate primarily in three diversified markets within the
software sector: security, backup and storage management.
The security market includes mission-critical products that
protect consumers and enterprises from threats to electronic
information, endpoint devices, and computer networks. The threat
environment is rapidly changing. Attackers have become highly
sophisticated, primarily targeting information assets. Threats
are increasingly focused on stealing confidential information
and identities for financial gain. The Internet has become the
primary conduit for attack activity, with hackers increasingly
funneling threats through legitimate websites, placing a much
larger percentage of the population at risk than in the past.
Data losses are not realized solely from external attacks but
are also administered by malicious, or even well-meaning,
insiders. Proliferation of devices and information growth is
driving the need for a more comprehensive security framework
that protects information and authenticates users across
multiple platforms and devices.
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The backup software market includes products that manage,
protect, deduplicate and recover information. Effective backup
and recovery continue to be high priority matters as
organizations seek to better manage information growth and
maximize operational efficiency in both physical and virtual
environments. Enterprises are continuing to transition from tape
to disk-based backup. To deal with the unprecedented rate of
information growth, organizations are increasingly adopting data
deduplication technology, a data compression technique that
eliminates redundancies in data storage. Consumers are also
creating unprecedented amounts of digital information that they
want to protect. They also want to access their personal files,
videos and pictures at any time, from anywhere and on any device.
The storage management software market includes products that
help organizations manage heterogeneous storage infrastructure
and run mission critical applications with confidence. Factors
driving demand in this market include the pressure on companies
to lower costs by optimizing storage utilization and
accelerating cloud and virtualization adoption while keeping
critical applications continuously available. Our new storage
management initiatives help customers provide high-performance,
low-cost storage in a virtualized environment.
Business
Developments and Highlights
During fiscal 2011, we took the following actions in support of
our business:
| • | Our new consumer eCommerce platform completed its first year of operations and now serves customers in 230 countries, and supports 18 languages and 24 currencies. The benefits of an in-house eCommerce capability include building a closer relationship with our customers and enabling greater speed to take advantage of market trends. The ability to develop more targeted programs with our eCommerce platform is allowing us to achieve higher levels of customer renewals, better acquire new customers, and facilitate our up-selling and cross-selling efforts in our Consumer business. | |
| • | We launched several new products and initiatives to extend our security leadership beyond the PC. In the consumer business, we launched our Norton Everywhere initiative for mobile and embedded devices. In the enterprise business we now offer solutions to manage and protect mobile devices. These solutions help customers enforce data governance, secure corporate data and increase visibility across mobile platforms. | |
| • | We completed three acquisitions during fiscal 2011. We acquired the identity and authentication business of VeriSign, Inc. (“VeriSign”). We also acquired PGP Corporation (“PGP”) and GuardianEdge Technologies, Inc. (“GuardianEdge”), two privately-held industry leaders in encryption technologies. These authentication and encryption capabilities have strengthened our leadership position in security and have enhanced our ability to make data protection more intelligent and policy driven. We have made great strides in effectively integrating these acquired technologies and leveraging our distribution network to grow these businesses. | |
| • | We made important advances to help customers migrate to next-generation information management as they transition from tape to disk-based backup and manage the unprecedented growth of unstructured information. These advances include integrating deduplication and archiving into our backup solutions. In addition, we developed and enhanced products that support VMware and Microsoft Hyper-V virtualization technologies and allow customers to reduce management complexity and operational costs in their virtual environments. We also launched backup appliances with an easy to deploy, all-in-one hardware and software backup solution with integrated deduplication. | |
| • | In the storage management business, we launched Application High Availability (“AppHA”) and VirtualStore which were developed with the support of VMware. AppHA helps organizations virtualize their business critical applications and VirtualStore provides high-performance, low-cost storage for desktop and server virtualization deployments. In addition, we released our FileStore appliance, a clustered network attached storage (“NAS”) appliance that helps customers build out cloud storage, manage large volumes of data, and control storage costs. | |
| • | We expanded our cloud-based offerings with the release of Symantec Endpoint Protection.cloud, our internally developed hosted endpoint protection service. We will seek to extend our lead in this fast growth market by delivering additional SaaS services such as archiving, data loss prevention and governance offerings. |
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| • | We raised $1.1 billion from the issuance of senior unsecured notes. We also renewed our $1 billion revolving line of credit, extending its term for another four years. | |
| • | We repurchased 57 million shares of our common stock for an aggregate amount of $870 million. |
Operating
Segments and Products
Our operating segments are strategic business units that offer
different products and services, distinguished by customer
needs. We have five operating segments: Consumer, Security and
Compliance, Storage and Server Management, Services, and Other.
Consumer
Our Consumer segment helps consumers deal with increasingly
complex threats, the proliferation of mobile devices, the need
for identity protection, and the rapid increase of digital
consumer data, such as photos, music, and video. For individual
users and home offices, we offer premium, full-featured security
suites as well as related services such as online backup, family
safety, and PC
tune-up.
We continue to acquire customers through a diversified channel
strategy. We retain and leverage our large customer base through
auto-renewal subscriptions, and seek to migrate customers from
point products to multi-product suites, and cross-selling
additional products or services. Under our Norton brand we also
provide a variety of free tools and services that offer
consumers added value and provide an opportunity to begin a
relationship and ongoing communication with them.
Our award-winning Norton 2011 products include our innovative
reputation-based security, a technology that provides real-time
threat detection. Our online backup offering serves
13 million customers and hosts more than 68 petabytes of
consumers’ data. In fiscal year 2011, we introduced our
Norton Everywhere initiative to take Norton beyond the PC by
delivering protection across locations, devices and digital
experiences. Our primary consumer products include: Norton 360,
Norton Internet Security, Norton AntiVirus, Norton Online
Backup, Norton Live Services and our newly released Norton
Mobile Security.
Security
and Compliance
Our Security and Compliance segment helps our enterprise
customers standardize, automate, and reduce the costs of
day-to-day
security activities in order to secure and manage their
information and identities. We offer security suite solutions
that tie together multiple layers of protection and simplify
management. Our primary solutions in this segment address the
following areas:
Infrastructure
Protection
We provide solutions that allow customers to secure their
endpoints, messaging and Web environments in addition to
defending critical servers and implementing the ability to back
up and recover data. Organizations are also provided the
visibility and security intelligence needed to identify when
they’re under attack so that they can respond rapidly.
Products include: Protection Suites, Endpoint Protection for
enterprise and small business, and Mail Gateway.
Information
Protection
We help businesses proactively protect their information by
taking a content-aware approach. This includes enabling
businesses to identify the owners of specific information,
locate sensitive information and identify those with access to
it, and encrypt sensitive information as it is entering or
leaving an organization. Products include: Data Loss Prevention,
Whole Disk Encryption and Endpoint Encryption.
Authentication
Services
We provide the ability to authenticate identities, allowing
businesses to ensure that only authorized personnel have access
to information and systems. Authentication services also enable
organizations to protect public facing
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assets by ensuring the true identity of a device, system, or
application and use Secure Socket Layers (“SSL”) to
encrypt data in transit. Products include: VeriSign SSL,
VeriSign Identity Protection (“VIP”), and VeriSign PKI
Services.
Compliance
Our compliance and risk management solutions allow customers to
develop and enforce IT policies, automate IT risk management
processes and demonstrate compliance with industry standards and
regulations. Our integrated and automated suite allows
organizations to take a more proactive approach to IT risk and
compliance management, enabling them to understand their key
risks, enforce desired policies, efficiently identify gaps, and
drive focused remediation activities to ensure the best outcomes
for their organizations. Products include our Control Compliance
Suite.
Systems
Management
Our systems management capabilities help IT organizations
provide faster and more predictable service to their businesses.
Our integrated solutions ensure that organizations’
management infrastructures can easily support new technology
changes, can quickly adapt to changing processes and business
needs, and can provide the necessary insight to make more
intelligent, data-driven decisions. Products include: IT
Management Suite, Mobile Management, and Endpoint Virtualization.
Software-as-a-
Service
Our SaaS offerings provide customers the flexibility to manage
their business requirements using hosted services.
Symantec.cloud, our SaaS brand, enables customers to increase
their messaging and web protection by blocking email, web and IM
threats before they reach the network. Services include: Email
Security.cloud, Web Security.cloud and Symantec Endpoint
Protection.cloud.
Storage
and Server Management
Our Storage and Server Management segment consists of
information management and storage management solutions. Our
offerings enable companies to standardize on a single layer of
infrastructure software and work on all major distributed
operating systems and support storage devices, databases, and
applications in both physical and virtual environments.
Information
Management
Our Information Management business, which includes backup and
archiving, is driven by the rapid growth of information, data
duplication, virtual environments, management inefficiencies,
and legal
e-discovery
needs. We help SMB and enterprise organizations protect
themselves by bringing together archiving, deduplication,
virtualization, and backup functionality into a fully integrated
solution. With our solutions, customers can back up and
deduplicate data closer to information sources to reduce storage
consumption. In addition, our offerings archive and enable a
compliant and litigation-ready information infrastructure.
Products include: NetBackup, Backup Exec, and Enterprise Vault.
Storage
Management and High Availability
Our Storage Management and High Availability business is driven
by our customers’ need to reduce overall storage costs
through improved utilization of existing systems,
virtualization, and cloud infrastructure offerings. Our products
help customers simplify their data centers by standardizing
storage management across their environment for more efficient
and effective use of their existing storage investments. With
our solutions, customers can build scalable, high-performance
file-based storage systems onsite or in private and public
clouds. They also enable enterprises to manage large storage
environments and ensure the availability of critical
applications across physical and virtual environments. Products
include: Storage Foundation, Cluster Server, AppHA,
VirtualStore, and FileStore.
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Services
Symantec Services help customers address information security,
availability, storage, and compliance challenges at the endpoint
and in complex, multi-vendor data center environments. We
deliver managed, business critical and education services. These
services complement our customers’ existing resources to
secure and manage their information so they can maximize
operational efficiency and reduce risk.
Managed,
Business Critical and Education Services
Managed Services enable customers to place resource-intensive IT
operations under the management of experienced Symantec
specialists in order to optimize existing resources and focus on
strategic IT projects. These services include: Managed Security
Services, Managed Endpoint Protection Services and Managed
Backup Services. Business Critical Services, our highest level
of enterprise support services, connects our customers to
Symantec’s technical community and best practices to help
them realize immediate and ongoing value from their investments,
and optimize their IT operations. Education Services delivers a
full range of programs, including technical training,
certification and custom learning services designed to help IT
teams properly implement their Symantec solutions and optimize
their use of the advanced functionality of our products.
Other
The Other segment includes sunset products and unallocated
general administrative costs and is not considered an active
business component of the company.
Financial
Information by Segment and Geographic Region
For information regarding our revenue by segment, revenue by
geographical area, and long-lived assets by geographical area,
see Note 10 of the Notes to Consolidated Financial
Statements in this annual report. For information regarding the
amount and percentage of our revenue contributed in each of our
segments and our financial information, including information
about geographic areas in which we operate, see Item 7,
Management’s Discussion and Analysis of Financial
Condition and Results of Operations and Note 10 of the
Notes to Consolidated Financial Statements in this annual
report. For information regarding risks associated with our
international operations, see Item 1A, Risk Factors.
Sales and
Go-To-Market
Strategy
Our
go-to-market
network includes direct, inside, and channel sales resources
that support our ecosystem of partners worldwide. We also
maintain important relationships with a number of Original
Equipment Manufacturers (“OEMs”), Internet Service
Providers (“ISPs”), and retail and online stores by
which we market and sell our products.
Consumer
We sell our consumer products and services to individuals and
home offices globally through a network of distribution partners
and eCommerce channels. Our products are available to customers
through our eCommerce platform, distributors, direct marketers,
Internet-based resellers, system builders, ISPs and more than
30,000 retail locations worldwide. We have partnerships with 9
of the top 10 PC OEMs globally to distribute our Internet
security suites and with 6 of the top 10 PC OEMs globally to
distribute our online backup offerings.
Consumer sales through our electronic distribution channel,
which includes our Norton
e-Store,
OEMs, subscriptions, upgrades, and renewals, represented
approximately 85 percent of consumer revenue in fiscal
2011. The remaining 15 percent of consumer sales came from
the retail channel.
Enterprise
We sell and market our products and related services to
enterprise customers through our direct sales force of more than
4,500 sales representatives and through a variety of indirect
sales channels, which include value-added resellers, large
account resellers, and system integrators. We also sell our
products to businesses in more than
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191 countries through authorized distributors and OEMs who
incorporate our technologies into their products, bundle our
products with their offerings, or serve as authorized resellers
of our products. Symantec has nearly 300 distribution partners
in its partner program worldwide. Our sales efforts are
primarily targeted to senior executives and IT department
personnel responsible for managing a company’s IT
initiatives.
Marketing
and Advertising
Based on the acquired VeriSign check mark, Symantec rebranded
its logo, which unified the company brand, Norton and
Symantec.cloud brands. The new logos are designed to identify
our company to both consumers and businesses.
Our marketing expenditures relate primarily to advertising and
promotion, which includes demand generation and product brand
recognition. Our advertising and promotion efforts include,
among other things, electronic and print advertising, trade
shows, collateral production, and all forms of direct marketing.
We also invest in cooperative marketing campaigns with
distributors, resellers, retailers, OEMs, and industry partners.
We invest in various retention marketing and customer loyalty
programs to help drive renewals and encourage customer advocacy
and referrals. We also provide focused vertical marketing
programs in targeted industries and countries.
We typically offer two types of rebate programs within most
countries: volume incentive rebates to channel partners and
promotional rebates to distributors and end users. Distributors
and resellers earn volume incentive rebates primarily based upon
the amount of product sales to end users. We also offer rebates
to end users who purchase products through various resale
channels. Both volume incentive rebates and end-user rebates are
accrued as an offset to revenue.
Research
and Development
Symantec embraces a global research and development
(“R&D”) strategy to drive organic innovation.
Engineers and researchers throughout the company pursue advanced
projects to translate R&D into customer solutions by
creating new technologies and integrating our unique set of
technology assets. Symantec focuses on short, medium, and
long-term applied research, develops new products in emerging
areas, participates in government-funded research projects,
drives industry standards and partners with universities to
conduct research supporting Symantec’s strategy.
Symantec’s Security Technology and Response organization is
a global team of security engineers, threat analysts, and
researchers that provides the underlying functionality, content,
and support for all enterprise, SMB and consumer security
products. Our security experts monitor malicious code reports
collected through the Global Intelligence Network to provide
insight into emerging attacks, malicious code activity,
phishing, spam, and other threats. The team uses this vast
intelligence to develop new technologies and approaches, such as
Symantec’s reputation-based security technology, to protect
customer information.
Research and development expenses, exclusive of in-process
research and development associated with acquisitions, were
$862 million, $857 million and $870 million in
fiscal 2011, 2010 and 2009, respectively, representing
approximately 14%, 14% and 14% of revenue in the respective
periods. We believe that technical leadership is essential to
our success and we expect to continue to commit substantial
resources to research and development.
Support
Symantec has centralized support facilities throughout the
world, staffed by technical product experts knowledgeable in the
operating environments in which our products are deployed. Our
technical support experts assist customers with issue resolution
and threat detection.
Our consumer product support program provides self-help online
services, phone, chat, and email support to consumers worldwide.
Customers that subscribe to LiveUpdate receive automatic
downloads of the latest virus definitions, application bug
fixes, and patches for most of our consumer products.
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We provide customers various levels of enterprise support
offerings. Our enterprise security support program offers annual
maintenance support contracts, including content, upgrades, and
technical support. Our standard technical support includes:
self-service options, delivered by telephone or electronically,
during the contracted-for hours, immediate patches for severe
problems; periodic software updates; and access to our technical
knowledge base and frequently asked questions.
Customers
In fiscal 2011 and 2010 one distributor, Ingram Micro, accounted
for 10% of our total net revenue in both periods. Our
distributor arrangements with Ingram Micro consist of several
non-exclusive, independently negotiated agreements with its
subsidiaries, each of which cover different countries or
regions. Each of these agreements is separately negotiated and
is independent of any other contract (such as a master
distribution agreement), and these agreements are not based on
the same form of contract. In fiscal 2009 one reseller, Digital
River, accounted for 10% of our total net revenue. In fiscal
2010, we launched an internally-developed eCommerce platform
which has reduced our reliance on Digital River.
Acquisitions
Our acquisitions are designed to enhance the features and
functionality of our existing products and extend our product
leadership in core markets. We consider time to market,
synergies with existing products, and potential market share
gains when evaluating the economics of acquisitions of
technologies, product lines, or companies. We may acquire
and/or
dispose of other technologies, products and companies in the
future.
During fiscal 2011, we completed the following significant
acquisitions:
|
Company Name
|
Company Description
|
Date Acquired
|
||
|
VeriSign, Inc. (identity and authentication business assets)
|
Identity and authentication business assets purchase | August 9, 2010 | ||
|
PGP Corporation
|
A nonpublic provider of email and data encryption software | June 4, 2010 | ||
|
GuardianEdge Technologies, Inc.
|
A nonpublic provider of email and data encryption software | June 3, 2010 |
For further discussion of our acquisitions, see Note 3 of
the Notes to Consolidated Financial Statements in this annual
report.
Competition
Our markets are consolidating, highly competitive, and subject
to rapid changes in technology. We are focused on integration
across the product portfolio and are including next-generation
technology capabilities into our solution set to differentiate
ourselves from the competition. We believe that the principal
competitive factors necessary to be successful in our industry
include time to market, price, reputation, financial stability,
breadth of product offerings, customer support, brand
recognition, and effective sales and marketing efforts.
In addition to the competition we face from direct competitors,
we face indirect or potential competition from retailers,
application providers, operating system providers, network
equipment manufacturers, and other OEMs, who may provide various
solutions and functions in their current and future products. We
also compete for access to retail distribution channels and for
spending at the retail level and in corporate accounts. In
addition, we compete with other software companies, operating
system providers, network equipment manufacturers and other OEMs
to acquire technologies, products, or companies and to publish
software developed by third parties. We also compete with other
software companies in our effort to place our products on the
computer equipment sold to consumers and enterprises by OEMs.
The competitive environments in which each segment operates are
described below.
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Consumer
Some of the channels in which our consumer products are offered
are highly competitive. Our competitors are intensely focused on
customer acquisition, which has led such competitors to offer
their technology for free, engage in aggressive marketing, or
enter into competitive partnerships. Our primary competitors in
the Consumer segment are McAfee, Inc., (“MFE”) owned
by Intel Corporation, and Trend Micro Inc. (“Trend
Micro”). There are also several smaller regional security
companies and freeware providers that we compete against
primarily in the EMEA and APJ regions. For our consumer backup
offerings, our primary competitors are Carbonite, Inc., and
Mozy, Inc., owned by EMC Corporation (“EMC”).
Security
and Compliance
In the security and management markets, we compete against many
companies that offer competing products to our solutions. Our
primary competitors in the security and management market are
LANDesk Software, Inc., MFE, Microsoft Corporation
(“Microsoft”), and Trend Micro. There are also several
smaller regional security companies that we compete against
primarily in the EMEA and APJ regions. In the authentication
services market our primary competitors are RSA, the security
division of EMC, Entrust, Inc., Comodo Group, Inc., and
GoDaddy.com, Inc.
In the SaaS security market our primary competitors are Google
Inc.’s Postini Services and Microsoft.
Storage
and Server Management
The markets for storage management and backup are intensely
competitive. Our primary competitors are CA, Inc., CommVault
Systems, Inc., EMC, Hewlett-Packard Company (“HP”),
International Business Machines Corporation (“IBM”),
Microsoft and Sun Microsystems, Inc., owned by Oracle
Corporation.
Services
We believe that the principal competitive factors for our
Services segment include technical capability, customer
responsiveness, and our ability to hire and retain talented and
experienced services personnel. Our primary competitors in the
managed services business are IBM, and SecureWorks, Inc., owned
by Dell, Inc.
Intellectual
Property
Protective
Measures
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. Our
intellectual property is an important and valuable asset that
enables us to gain recognition for our products, services, and
technology and enhance our competitive position.
As part of our confidentiality procedures, we generally enter
into non-disclosure agreements with our employees, distributors,
and corporate partners, and we enter into license agreements
with respect to our software, documentation, and other
proprietary information. These license agreements are generally
non-transferable and have a perpetual term. We also educate our
employees on trade secret protection and employ measures to
protect our facilities, equipment, and networks.
Trademarks,
Patents, Copyrights, and Licenses
Symantec and the Symantec logo are trademarks or registered
trademarks in the U.S. and other countries. In addition to
Symantec and the Symantec logo, we have used, registered,
and/or
applied to register other specific trademarks and service marks
to help distinguish our products, technologies, and services
from those of our competitors in the U.S. and foreign
countries and jurisdictions. We enforce our trademark, service
mark, and trade name rights in the U.S. and abroad. The
duration of our trademark registrations varies from country to
country, and in the U.S. we generally are able to maintain
our trademark rights and renew any trademark registrations for
as long as the trademarks are in use.
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We have more than 1,200 U.S. or foreign issued patents and
pending patent applications, including patents and rights to
patent applications acquired through strategic transactions,
which relate to various aspects of our products and technology.
The duration of our patents is determined by the laws of the
country of issuance and for the U.S. is typically
17 years from the date of issuance of the patent or
20 years from the date of filing of the patent application
resulting in the patent, which we believe is adequate relative
to the expected lives of our products.
Our products are protected under U.S. and international
copyright laws and laws related to the protection of
intellectual property and proprietary information. We take
measures to label such products with the appropriate proprietary
rights notices, and we actively enforce such rights in the
U.S. and abroad. However, these measures may not provide
sufficient protection, and our intellectual property rights may
be challenged. In addition, we license some intellectual
property from third parties for use in our products, and
generally must rely on the third party to protect the licensed
intellectual property rights. While we believe that our ability
to maintain and protect our intellectual property rights is
important to our success, we also believe that our business as a
whole is not materially dependent on any particular patent,
trademark, license, or other intellectual property right.
Seasonality
As is typical for many large software companies, our business is
seasonal. Software license and maintenance orders are generally
higher in our third and fourth fiscal quarters and lower in our
first and second fiscal quarters. A significant decline in
license and maintenance orders is typical in the first quarter
of our fiscal year as compared to license and maintenance orders
in the fourth quarter of the prior fiscal year. In addition, we
generally receive a higher volume of software license and
maintenance orders in the last month of a quarter, with orders
concentrated in the later part of that month. We believe that
this seasonality primarily reflects customer spending patterns
and budget cycles, as well as the impact of compensation
incentive plans for our sales personnel. Revenue generally
reflects similar seasonal patterns but to a lesser extent than
orders because revenue is not recognized until an order is
shipped or services are performed and other revenue recognition
criteria are met, and because a significant portion of our
in-period revenue is provided by the ratable recognition of our
deferred revenue balance.
Employees
As of April 1, 2011, we employed more than
18,600 people worldwide, approximately 46 percent of
whom reside in the U.S. Approximately 6,700 employees
work in sales and marketing; 6,200 in research and development;
4,200 in support and services; and 1,500 in management,
manufacturing, and administration.
Other
Information
Our Internet address is www.symantec.com. We make
available free of charge on our website our annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after we electronically file such
material with, or furnish it to, the Securities and Exchange
Commission (“SEC”). Other than the information
expressly set forth in this annual report, the information
contained, or referred to, on our website is not part of this
annual report.
The public may also read and copy any materials we file with the
SEC at the SEC’s Public Reference Room at
100 F Street, NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room
by calling the SEC at
1-800-SEC-0330.
The SEC also maintains a website at www.sec.gov that
contains reports, proxy and information statements, and other
information regarding issuers, such as us, that file
electronically with the SEC.
| Item 1A. | Risk Factors |
A description of the risk factors associated with our business
is set forth below. The list is not exhaustive and you should
carefully consider these risks and uncertainties before
investing in our common stock.
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Fluctuations
in demand for our products and services are driven by many
factors, and a decrease in demand for our products could
adversely affect our financial results.
We are subject to fluctuations in demand for our products and
services due to a variety of factors, including general economic
conditions, competition, product obsolescence, technological
change, shifts in buying patterns, financial difficulties and
budget constraints of our current and potential customers,
levels of broadband usage, awareness of security threats to IT
systems, and other factors. While such factors may, in some
periods, increase product sales, fluctuations in demand can also
negatively impact our product sales. If demand for our products
declines, our revenues and gross margin would likely be
adversely affected.
If we
are unable to develop new and enhanced products and services
that achieve widespread market acceptance, or if we are unable
to continually improve the performance, features, and
reliability of our existing products and services or adapt our
business model to keep pace with industry trends, our business
and operating results could be adversely affected.
Our future success depends on our ability to respond to the
rapidly changing needs of our customers by developing or
introducing new products, product upgrades, and services on a
timely basis. We have in the past incurred, and will continue to
incur, significant research and development expenses as we
strive to remain competitive. New product development and
introduction involves a significant commitment of time and
resources and is subject to a number of risks and challenges
including:
| • | Managing the length of the development cycle for new products and product enhancements, which has frequently been longer than we originally expected | |
| • | Adapting to emerging and evolving industry standards and to technological developments by our competitors and customers | |
| • | Extending the operation of our products and services to new and evolving platforms, operating systems and hardware products, such as mobile devices. | |
| • | Entering into new or unproven markets with which we have limited experience | |
| • | Managing new product and service strategies, including integrating our various security and storage technologies, management solutions, customer service, and support into unified enterprise security and storage solutions | |
| • | Addressing trade compliance issues affecting our ability to ship new or acquired products | |
| • | Developing or expanding efficient sales channels | |
| • | Obtaining sufficient licenses to technology and technical access from operating system software vendors on reasonable terms to enable the development and deployment of interoperable products, including source code licenses for certain products with deep technical integration into operating systems |
If we are not successful in managing these risks and challenges,
or if our new products, product upgrades, and services are not
technologically competitive or do not achieve market acceptance,
our business and operating results could be adversely affected.
We
operate in a highly competitive environment, and our competitors
may gain market share in the markets for our products that could
adversely affect our business and cause our revenues to
decline.
We operate in intensely competitive markets that experience
rapid technological developments, changes in industry standards,
changes in customer requirements, and frequent new product
introductions and improvements. If we are unable to anticipate
or react to these competitive challenges or if existing or new
competitors gain market share in any of our markets, our
competitive position could weaken and we could experience a drop
in revenue that could adversely affect our business and
operating results. To compete successfully, we must maintain an
innovative research and development effort to develop new
products and services and enhance existing products and
services, effectively adapt to changes in the technology or
product rights held by our competitors, appropriately respond to
competitive strategies, and effectively adapt to technological
changes and changes in the ways that our information
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is accessed, used, and stored within our enterprise and consumer
markets. If we are unsuccessful in responding to our competitors
or to changing technological and customer demands, we could
experience a negative effect on our competitive position and our
financial results.
Our traditional competitors include independent software vendors
that offer software products that directly compete with our
product offerings. In addition to competing with these vendors
directly for sales to end-users of our products, we compete with
them for the opportunity to have our products bundled with the
product offerings of our strategic partners such as computer
hardware OEMs and ISPs. Our competitors could gain market share
from us if any of these strategic partners replace our products
with the products of our competitors or if these partners more
actively promote our competitors’ products than our
products. In addition, software vendors who have bundled our
products with theirs may choose to bundle their software with
their own or other vendors’ software or may limit our
access to standard product interfaces and inhibit our ability to
develop products for their platform.
We face growing competition from network equipment, computer
hardware manufacturers, large operating system providers and
other technology companies. These firms are increasingly
developing and incorporating into their products data protection
and storage and server management software that competes at some
levels with our product offerings. Our competitive position
could be adversely affected to the extent that our customers
perceive the functionality incorporated into these products as
replacing the need for our products.
Security protection is also offered by some of our competitors
at prices lower than our prices or, in some cases is bundled for
free. Some companies offer the lower-priced or free security
products within their computer hardware or software products
that we believe are inferior to our products and SaaS offerings.
Our competitive position could be adversely affected to the
extent that our customers perceive these security products as
replacing the need for more effective, full featured products
and services such as those that we provide. The expansion of
these competitive trends could have a significant negative
impact on our sales and financial results.
Another growing industry trend is the SaaS business model, where
software vendors develop and host their applications for use by
customers over the Internet or through the “cloud.”
This allows enterprises to obtain the benefits of commercially
licensed, internally operated software without the associated
complexity or high initial
set-up and
operational costs. Advances in the SaaS business model could
enable the growth of our competitors and could affect the
success of our traditional software licensing models. Our
inability to successfully develop and market new and existing
SaaS offerings could cause us to lose business to competitors.
Many of our competitors have greater financial, technical,
sales, marketing, or other resources than we do and consequently
may have the ability to influence customers to purchase their
products instead of ours. Further consolidation within our
industry or other changes in the competitive environment, such
as Intel Corporation’s recently completed acquisition of
MFE, could result in larger competitors that compete with us on
several levels. We also face competition from many smaller
companies that specialize in particular segments of the markets
in which we compete.
Defects
or disruptions in our SaaS offerings could reduce demand for our
services and subject us to substantial liability.
Our SaaS offerings may contain errors or defects that users
identify after they begin using them that could result in
unanticipated service interruptions, which could harm our
reputation and our business. Since our customers use our SaaS
offerings for mission-critical protection from threats to
electronic information, endpoint devices, and computer networks,
any errors, defects, disruptions in service or other performance
problems with our SaaS offerings could significantly harm our
reputation and may damage our customers’ businesses. If
that occurs, customers could elect not to renew, or delay or
withhold payment to us, we could lose future sales or customers
may make warranty or other claims against us, which could result
in an increase in our provision for doubtful accounts, an
increase in collection cycles for accounts receivable or the
expense and risk of litigation.
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If we
fail to manage our sales and distribution channels effectively
or if our partners choose not to market and sell our products to
their customers, our operating results could be adversely
affected.
We sell our products to customers around the world through
multi-tiered sales and distribution networks. Sales through
these different channels involve distinct risks, including the
following:
Direct Sales. A significant portion of our
revenues from enterprise products is derived from sales by our
direct sales force to end-users. Special risks associated with
direct sales include:
| • | Longer sales cycles associated with direct sales efforts | |
| • | Difficulty in hiring, retaining, and motivating our direct sales force | |
| • | Substantial amounts of training for sales representatives to become productive, including regular updates to cover new and revised products |
Indirect Sales Channels. A significant portion
of our revenues is derived from sales through indirect channels,
including distributors that sell our products to end-users and
other resellers. This channel involves a number of risks,
including:
| • | Our lack of control over the timing of delivery of our products to end-users | |
| • | Our resellers and distributors are generally not subject to minimum sales requirements or any obligation to market our products to their customers | |
| • | Our reseller and distributor agreements are generally nonexclusive and may be terminated at any time without cause | |
| • | Our resellers and distributors frequently market and distribute competing products and may, from time to time, place greater emphasis on the sale of these products due to pricing, promotions, and other terms offered by our competitors | |
| • | Recent consolidation of electronics retailers has increased their negotiating power with respect to hardware and software providers |
OEM Sales Channels. A significant portion of
our revenues is derived from sales through our OEM partners that
incorporate our products into, or bundle our products with,
their products. Our reliance on this sales channel involves many
risks, including:
| • | Our lack of control over the volume of systems shipped and the timing of such shipments | |
| • | Our OEM partners are generally not subject to minimum sales requirements or any obligation to market our products to their customers | |
| • | Our OEM partners may terminate or renegotiate their arrangements with us and new terms may be less favorable due to competitive conditions in our markets and other factors | |
| • | Sales through our OEM partners are subject to changes in general economic conditions, strategic direction, competitive risks, and other issues that could result in a reduction of OEM sales | |
| • | The development work that we must generally undertake under our agreements with our OEM partners may require us to invest significant resources and incur significant costs with little or no assurance of ever receiving associated revenues | |
| • | The time and expense required for the sales and marketing organizations of our OEM partners to become familiar with our products may make it more difficult to introduce those products to the market | |
| • | Our OEM partners may develop, market, and distribute their own products and market and distribute products of our competitors, which could reduce our sales |
If we fail to manage our sales and distribution channels
successfully, these channels may conflict with one another or
otherwise fail to perform as we anticipate, which could reduce
our sales and increase our expenses as well as weaken our
competitive position. Some of our distribution partners have
experienced financial difficulties in the
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past, and if our partners suffer financial difficulties in the
future because of general economic conditions or for other
reasons, these partners may delay paying their obligations to us
and we may have reduced sales or increased bad debt expense that
could adversely affect our operating results. In addition,
reliance on multiple channels subjects us to events that could
cause unpredictability in demand, which could increase the risk
that we may be unable to plan effectively for the future, and
could result in adverse operating results in future periods.
We
have grown, and may continue to grow, through acquisitions,
which gives rise to risks and challenges that could adversely
affect our future financial results.
We have in the past acquired, and we expect to acquire in the
future, other businesses, business units, and technologies.
Acquisitions can involve a number of special risks and
challenges, including:
| • | Complexity, time, and costs associated with the integration of acquired business operations, workforce, products, and technologies | |
| • | Diversion of management time and attention | |
| • | Loss or termination of employees, including costs associated with the termination or replacement of those employees | |
| • | Assumption of liabilities of the acquired business, including litigation related to the acquired business | |
| • | The addition of acquisition-related debt as well as increased expenses and working capital requirements | |
| • | Dilution of stock ownership of existing stockholders | |
| • | Substantial accounting charges for restructuring and related expenses, write-off of in-process research and development, impairment of goodwill, amortization of intangible assets, and stock-based compensation expense |
If integration of our acquired businesses is not successful, we
may not realize the potential benefits of an acquisition or
suffer other adverse effects. To integrate acquired businesses,
we must implement our technology systems in the acquired
operations and integrate and manage the personnel of the
acquired operations. We also must effectively integrate the
different cultures of acquired business organizations into our
own in a way that aligns various interests, and may need to
enter new markets in which we have no or limited experience and
where competitors in such markets have stronger market positions.
Any of the foregoing, and other factors, could harm our ability
to achieve anticipated levels of profitability from acquired
businesses or to realize other anticipated benefits of
acquisitions.
Risks
related to the provision of our SaaS offerings could impair our
ability to deliver our services and could expose us to
liability.
We currently serve our SaaS-based customers from hosting
facilities located across the globe. Any damage to, or failure
of, any element of these hosting facilities could result in
interruptions in our service, which could harm our customers and
expose us to liability. Interruptions or failures in our service
delivery could cause customers to terminate their subscriptions
with us, could adversely affect our renewal rates, and could
harm our ability to attract new customers. Our business would
also be harmed if our customers believe that our SaaS offerings
are unreliable. As we continue to offer more of our software
products in a SaaS-based delivery model, all of these risks
could be exacerbated.
Our SaaS offerings also involve the storage and transmission of
customers’ proprietary information, and security breaches
could expose us to a risk of loss of this information, which
could lead to litigation and possible liability. Despite our
precautions to protect against such breaches, our security
measures could be breached at any time and could result in
unauthorized third parties obtaining access to our, or our
customers’ data. A security breach could also result in a
loss of confidence in the security of our SaaS offerings, which
could negatively impact our business.
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Our
financial condition and results of operations could be adversely
affected if we do not effectively manage our
liabilities.
As a result of the sale of our 0.75% convertible senior notes
(“0.75% Notes”) and 1.00% convertible senior
notes (“1.00% Notes”), collectively referred to
as the Convertible Senior Notes in June 2006, and
2.75% senior notes (“2.75% Notes”) and
4.20% senior notes (“4.20% Notes”),
collectively referred to as the Senior Notes in September 2010,
we have notes outstanding in an aggregate principal amount of
$2.7 billion that mature at specific dates in calendar
years 2011, 2013, 2015 and 2020. In addition, we have entered
into a credit facility with a borrowing capacity of
$1 billion. From time to time in the future, we may also
incur indebtedness in addition to the amount available under our
credit facility. Our maintenance of substantial levels of debt
could adversely affect our flexibility to take advantage of
certain corporate opportunities and could adversely affect our
financial condition and results of operations. Of our
outstanding Convertible Senior Notes, $600 million matures
and is repayable in June 2011 and $1.0 billion is due in
June 2013. We may be required to use all or a substantial
portion of our cash balance to repay these notes on maturity
unless we can obtain new financing.
Adverse
global economic events may harm our business, operating results
and financial condition.
Adverse macroeconomic conditions could negatively affect our
business, operating results or financial condition under a
number of different scenarios. During challenging economic times
and periods of high unemployment, current or potential customers
may delay or forgo decisions to license new products or
additional instances of existing products, upgrade their
existing hardware or operating environments (which upgrades are
often a catalyst for new purchases of our software), or purchase
services. Customers may also have difficulties in obtaining the
requisite third-party financing to complete the purchase of our
products and services. An adverse macroeconomic environment
could also subject us to increased credit risk should customers
be unable to pay us, or delay paying us, for previously
purchased products and services. Accordingly, reserves for
doubtful accounts and write-offs of accounts receivable may
increase. In addition, weakness in the market for end users of
our products could harm the cash flow of our distributors and
resellers who could then delay paying their obligations to us or
experience other financial difficulties. This would further
increase our credit risk exposure and, potentially, cause delays
in our recognition of revenue on sales to these customers.
In addition, the onset or continuation of adverse economic
conditions may make it more difficult either to utilize our
existing debt capacity or otherwise obtain financing for our
operations, investing activities (including potential
acquisitions) or financing activities. Specific economic trends,
such as declines in the demand for PCs, servers, and other
computing devices, or softness in corporate information
technology spending, could have an even more direct, and
harmful, impact on our business.
Our
international operations involve risks that could increase our
expenses, adversely affect our operating results, and require
increased time and attention of our management.
We derive a substantial portion of our revenues from customers
located outside of the U.S. and we have significant
operations outside of the U.S., including engineering, sales,
customer support, and production. We plan to expand our
international operations, but such expansion is contingent upon
the financial performance of our existing international
operations as well as our identification of growth
opportunities. Our international operations are subject to risks
in addition to those faced by our domestic operations, including:
| • | Potential loss of proprietary information due to misappropriation or laws that may be less protective of our intellectual property rights than U.S. laws or that may not be adequately enforced | |
| • | Requirements of foreign laws and other governmental controls, including trade and labor restrictions and related laws that reduce the flexibility of our business operations | |
| • | Regulations or restrictions on the use, import, or export of encryption technologies that could delay or prevent the acceptance and use of encryption products and public networks for secure communications | |
| • | Local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the Foreign Corrupt Practices Act and other anti-corruption laws and regulations |
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| • | Central bank and other restrictions on our ability to repatriate cash from our international subsidiaries or to exchange cash in international subsidiaries into cash available for use in the U.S. | |
| • | Fluctuations in currency exchange rates and economic instability such as higher interest rates in the U.S. and inflationary conditions that could reduce our customers’ ability to obtain financing for software products or that could make our products more expensive or could increase our costs of doing business in certain countries | |
| • | Limitations on future growth or inability to maintain current levels of revenues from international sales if we do not invest sufficiently in our international operations | |
| • | Longer payment cycles for sales in foreign countries and difficulties in collecting accounts receivable | |
| • | Difficulties in staffing, managing, and operating our international operations, including difficulties related to administering our stock plans in some foreign countries | |
| • | Difficulties in coordinating the activities of our geographically dispersed and culturally diverse operations | |
| • | Seasonal reductions in business activity in the summer months in Europe and in other periods in other countries | |
| • | Costs and delays associated with developing software and providing support in multiple languages | |
| • | Political unrest, war, or terrorism, or regional natural disasters, particularly in areas in which we have facilities |
A significant portion of our transactions outside of the
U.S. are denominated in foreign currencies. Accordingly,
our revenues and expenses will continue to be subject to
fluctuations in foreign currency rates. We expect to be affected
by fluctuations in foreign currency rates in the future,
especially if international sales continue to grow as a
percentage of our total sales or our operations outside the
United States continue to increase.
The level of corporate tax from sales to our
non-U.S. customers
is generally less than the level of tax from sales to our
U.S. customers. This benefit is contingent upon existing
tax regulations in the U.S. and in the countries in which
our international operations are located. Future changes in
domestic or international tax regulations could adversely affect
our ability to continue to realize these tax benefits.
Our
products are complex and operate in a wide variety of computer
configurations, which could result in errors or product
failures.
Because we offer very complex products, undetected errors,
failures, or bugs may occur, especially when products are first
introduced or when new versions are released. Our products are
often installed and used in large-scale computing environments
with different operating systems, system management software,
and equipment and networking configurations, which may cause
errors or failures in our products or may expose undetected
errors, failures, or bugs in our products. Our customers’
computing environments are often characterized by a wide variety
of standard and non-standard configurations that make
pre-release testing for programming or compatibility errors very
difficult and time-consuming. In addition, despite testing by us
and others, errors, failures, or bugs may not be found in new
products or releases until after commencement of commercial
shipments. In the past, we have discovered software errors,
failures, and bugs in certain of our product offerings after
their introduction and, in some cases, have experienced delayed
or lost revenues as a result of these errors.
Errors, failures, or bugs in products released by us could
result in negative publicity, damage to our brand, product
returns, loss of or delay in market acceptance of our products,
loss of competitive position, or claims by customers or others.
Many of our end-user customers use our products in applications
that are critical to their businesses and may have a greater
sensitivity to defects in our products than to defects in other,
less critical, software products. In addition, if an actual or
perceived breach of information integrity or availability occurs
in one of our end-user customer’s systems, regardless of
whether the breach is attributable to our products, the market
perception of the effectiveness of our products could be harmed.
Alleviating any of these problems could require significant
expenditures of our capital and other resources and could cause
interruptions, delays, or cessation of our
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product licensing, which could cause us to lose existing or
potential customers and could adversely affect our operating
results.
If we
are unable to attract and retain qualified employees, lose key
personnel, fail to integrate replacement personnel successfully,
or fail to manage our employee base effectively, we may be
unable to develop new and enhanced products and services,
effectively manage or expand our business, or increase our
revenues.
Our future success depends upon our ability to recruit and
retain our key management, technical, sales, marketing, finance,
and other critical personnel. Our officers and other key
personnel are
employees-at-will,
and we cannot assure you that we will be able to retain them.
Competition for people with the specific skills that we require
is significant. In order to attract and retain personnel in a
competitive marketplace, we believe that we must provide a
competitive compensation package, including cash and
equity-based compensation. The volatility in our stock price may
from time to time adversely affect our ability to recruit or
retain employees. In addition, we may be unable to obtain
required stockholder approvals of future increases in the number
of shares available for issuance under our equity compensation
plans, and accounting rules require us to treat the issuance of
employee stock options and other forms of equity-based
compensation as compensation expense. As a result, we may decide
to issue fewer equity-based incentives and may be impaired in
our efforts to attract and retain necessary personnel. If we are
unable to hire and retain qualified employees, or conversely, if
we fail to manage employee performance or reduce staffing levels
when required by market conditions, our business and operating
results could be adversely affected.
From time to time, key personnel leave our company. While we
strive to reduce the negative impact of such changes, the loss
of any key employee could result in significant disruptions to
our operations, including adversely affecting the timeliness of
product releases, the successful implementation and completion
of company initiatives, the effectiveness of our disclosure
controls and procedures and our internal control over financial
reporting, and the results of our operations. In addition,
hiring, training, and successfully integrating replacement sales
and other personnel could be time consuming, may cause
additional disruptions to our operations, and may be
unsuccessful, which could negatively impact future revenues.
From
time to time we are a party to class action lawsuits, which
often require significant management time and attention and
result in significant legal expenses, and which could, if not
determined favorably, negatively impact our business, financial
condition, results of operations, and cash flows.
We have been named as a party to class action lawsuits, and we
may be named in additional litigation. The expense of defending
such litigation may be costly and divert management’s
attention from the
day-to-day
operations of our business, which could adversely affect our
business, results of operations, and cash flows. In addition, an
unfavorable outcome in such litigation could negatively impact
our business, results of operations, and cash flows.
Third
parties claiming that we infringe their proprietary rights could
cause us to incur significant legal expenses and prevent us from
selling our products.
From time to time, we receive claims that we have infringed the
intellectual property rights of others, including claims
regarding patents, copyrights, and trademarks. In addition,
former employers of our former, current, or future employees may
assert claims that such employees have improperly disclosed to
us the confidential or proprietary information of these former
employers. Any such claim, with or without merit, could result
in costly litigation and distract management from
day-to-day
operations. If we are not successful in defending such claims,
we could be required to stop selling, delay shipments of, or
redesign our products, pay monetary amounts as damages, enter
into royalty or licensing arrangements, or satisfy
indemnification obligations that we have with some of our
customers. We cannot assure you that any royalty or licensing
arrangements that we may seek in such circumstances will be
available to us on commercially reasonable terms or at all.
In addition, we license and use software from third parties in
our business. These third party software licenses may not
continue to be available to us on acceptable terms or at all,
and may expose us to additional liability. This
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liability, or our inability to use any of this third party
software, could result in shipment delays or other disruptions
in our business that could materially and adversely affect our
operating results.
If we
do not protect our proprietary information and prevent third
parties from making unauthorized use of our products and
technology, our financial results could be harmed.
Most of our software and underlying technology is proprietary.
We seek to protect our proprietary rights through a combination
of confidentiality agreements and procedures and through
copyright, patent, trademark, and trade secret laws. However,
all of these measures afford only limited protection and may be
challenged, invalidated, or circumvented by third parties. Third
parties may copy all or portions of our products or otherwise
obtain, use, distribute, and sell our proprietary information
without authorization. Third parties may also develop similar or
superior technology independently by designing around our
patents. Our shrink-wrap license agreements are not signed by
licensees and therefore may be unenforceable under the laws of
some jurisdictions. Furthermore, the laws of some foreign
countries do not offer the same level of protection of our
proprietary rights as the laws of the U.S., and we may be
subject to unauthorized use of our products in those countries.
The unauthorized copying or use of our products or proprietary
information could result in reduced sales of our products. Any
legal action to protect proprietary information that we may
bring or be engaged in with a strategic partner or vendor could
adversely affect our ability to access software, operating
system, and hardware platforms of such partner or vendor, or
cause such partner or vendor to choose not to offer our products
to their customers. In addition, any legal action to protect
proprietary information that we may bring or be engaged in,
alone or through our alliances with the Business Software
Alliance (“BSA”), or the Software &
Information Industry Association (“SIIA”), could be
costly, may distract management from
day-to-day
operations, and may lead to additional claims against us, which
could adversely affect our operating results.
Some
of our products contain “open source” software, and
any failure to comply with the terms of one or more of these
open source licenses could negatively affect our
business.
Certain of our products are distributed with software licensed
by its authors or other third parties under so-called “open
source” licenses, which may include, by way of example, the
GNU General Public License (“GPL”), GNU Lesser General
Public License (“LGPL”), the Mozilla Public License,
the BSD License, and the Apache License. Some of these licenses
contain requirements that we make available source code for
modifications or derivative works we create based upon the open
source software, and that we license such modifications or
derivative works under the terms of a particular open source
license or other license granting third parties certain rights
of further use. By the terms of certain open source licenses, we
could be required to release the source code of our proprietary
software if we combine our proprietary software with open source
software in a certain manner. In addition to risks related to
license requirements, usage of open source software can lead to
greater risks than use of third party commercial software, as
open source licensors generally do not provide warranties or
controls on origin of the software. We have established
processes to help alleviate these risks, including a review
process for screening requests from our development
organizations for the use of open source, but we cannot be sure
that all open source is submitted for approval prior to use in
our products. In addition, many of the risks associated with
usage of open source cannot be eliminated, and could, if not
properly addressed, negatively affect our business.
Our
software products and website may be subject to intentional
disruption that could adversely impact our reputation and future
sales.
Although we believe we have sufficient controls in place to
prevent intentional disruptions, we expect to be an ongoing
target of attacks specifically designed to impede the
performance of our products and harm our reputation as a
company. Similarly, experienced computer programmers may attempt
to penetrate our network security or the security of our website
and misappropriate proprietary information
and/or cause
interruptions of our services. Because the techniques used by
such computer programmers to access or sabotage networks change
frequently and may not be recognized until launched against a
target, we may be unable to anticipate these techniques. The
theft and/or
unauthorized use or publication of our trade secrets and other
confidential business information as a result of such an event
could adversely affect our competitive position, reputation,
brand and future sales of our products, and our customers may
assert claims against us related to resulting losses of
confidential or proprietary information. Our
20
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business could be subject to significant disruption, and we
could suffer monetary and other losses and reputational harm, in
the event of such incidents and claims.
Increased
customer demands on our technical support services may adversely
affect our relationships with our customers and our financial
results.
We offer technical support services with many of our products.
We may be unable to respond quickly enough to accommodate
short-term increases in customer demand for support services. We
also may be unable to modify the format of our support services
to compete with changes in support services provided by
competitors or successfully integrate support for our customers.
Further customer demand for these services, without
corresponding revenues, could increase costs and adversely
affect our operating results.
We have outsourced a substantial portion of our worldwide
consumer support functions to third party service providers. If
these companies experience financial difficulties, do not
maintain sufficiently skilled workers and resources to satisfy
our contracts, or otherwise fail to perform at a sufficient
level under these contracts, the level of support services to
our customers may be significantly disrupted, which could
materially harm our relationships with these customers.
Accounting
charges may cause fluctuations in our quarterly financial
results.
Our financial results have been in the past, and may continue to
be in the future, materially affected by non-cash and other
accounting charges, including:
| • | Amortization of intangible assets, including acquired product rights | |
| • | Impairment of goodwill and other long-lived assets | |
| • | Stock-based compensation expense | |
| • | Restructuring charges | |
| • | Loss on sale of a business and similar write-downs of assets held for sale |
For example, during fiscal 2009, we recorded a non-cash goodwill
impairment charge of $7.4 billion, resulting in a
significant net loss for the year. Goodwill is evaluated
annually for impairment in the fourth quarter of each fiscal
year or more frequently if events and circumstances warrant as
we determined they did in the third quarter of fiscal 2009, and
our evaluation depends to a large degree on estimates and
assumptions made by our management. Our assessment of any
impairment of goodwill is based on a comparison of the fair
value of each of our reporting units to the carrying value of
that reporting unit. Our determination of fair value relies on
management’s assumptions of our future revenues, operating
costs, and other relevant factors. If management’s
estimates of future operating results change, or if there are
changes to other key assumptions such as the discount rate
applied to future operating results, the estimate of the fair
value of our reporting units could change significantly, which
could result in a goodwill impairment charge. In addition, we
evaluate our other long-lived assets, including intangible
assets whenever events or circumstances occur which indicate
that the value of these assets might be impaired. If we
determine that impairment has occurred, we could incur an
impairment charge against the value of these assets.
The foregoing types of accounting charges may also be incurred
in connection with or as a result of other business
acquisitions. The price of our common stock could decline to the
extent that our financial results are materially affected by the
foregoing accounting charges.
Our
effective tax rate may increase, which could increase our income
tax expense and reduce (increase) our net income
(loss).
Our effective tax rate could be adversely affected by several
factors, many of which are outside of our control, including:
| • | Changes in the relative proportions of revenues and income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates |
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| • | Changing tax laws, regulations, and interpretations in multiple jurisdictions in which we operate as well as the requirements of certain tax rulings | |
| • | The tax effects of purchase accounting for acquisitions and restructuring charges that may cause fluctuations between reporting periods | |
| • | Tax assessments, or any related tax interest or penalties, could significantly affect our income tax expense for the period in which the settlements take place |
The price of our common stock could decline if our financial
results are materially affected by an adverse change in our
effective tax rate.
We report our results of operations based on our determination
of the aggregate amount of taxes owed in the tax jurisdictions
in which we operate. From time to time, we receive notices that
a tax authority in a particular jurisdiction has determined that
we owe a greater amount of tax than we have reported to such
authority. We are regularly engaged in discussions and sometimes
disputes with these tax authorities. We are engaged in disputes
of this nature at this time. If the ultimate determination of
our taxes owed in any of these jurisdictions is for an amount in
excess of the tax provision we have recorded or reserved for,
our operating results, cash flows, and financial condition could
be adversely affected.
Fluctuations
in our quarterly financial results have affected the price of
our common stock in the past and could affect our stock price in
the future.
Our quarterly financial results have fluctuated in the past and
are likely to vary significantly in the future due to a number
of factors, many of which are outside of our control and which
could adversely affect our operations and operating results. If
our quarterly financial results or our predictions of future
financial results fail to meet the expectations of securities
analysts and investors, our stock price could be negatively
affected. Any volatility in our quarterly financial results may
make it more difficult for us to raise capital in the future or
pursue acquisitions that involve issuances of our stock. Our
operating results for prior periods may not be effective
predictors of our future performance.
Factors associated with our industry, the operation of our
business, and the markets for our products may cause our
quarterly financial results to fluctuate, including:
| • | Reduced demand for any of our products | |
| • | Entry of new competition into our markets | |
| • | Competitive pricing pressure for one or more of our classes of products | |
| • | Our ability to timely complete the release of new or enhanced versions of our products | |
| • | Fluctuations in foreign currency exchange rates | |
| • | The number, severity, and timing of threat outbreaks (e.g. worms and viruses) | |
| • | Our resellers making a substantial portion of their purchases near the end of each quarter | |
| • | Enterprise customers’ tendency to negotiate site licenses near the end of each quarter | |
| • | Cancellation, deferral, or limitation of orders by customers | |
| • | Movement in interest rates | |
| • | The rate of adoption of new product technologies and new releases of operating systems | |
| • | 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 products and services | |
| • | Political and military instability, which could slow spending within our target markets, delay sales cycles, and otherwise adversely affect our ability to generate revenues and operate effectively |
22
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| • | Budgetary constraints of customers, which are influenced by corporate earnings and government budget cycles and spending objectives | |
| • | Disruptions in our business operations or target markets caused by, among other things, earthquakes, floods, or other natural disasters affecting our headquarters located in Silicon Valley, California, an area known for seismic activity, or our other locations worldwide | |
| • | Acts of war or terrorism | |
| • | Intentional disruptions by third parties | |
| • | Health or similar issues, such as a pandemic |
Any of the foregoing factors could cause the trading price of
our common stock to fluctuate significantly.
Our
stock price may be volatile in the future, and you could lose
the value of your investment.
The market price of our common stock has experienced significant
fluctuations in the past and may continue to fluctuate in the
future, and as a result you could lose the value of your
investment. The market price of our common stock may be affected
by a number of factors, including:
| • | Announcements of quarterly operating results and revenue and earnings forecasts by us that fail to meet or be consistent with our earlier projections or the expectations of our investors or securities analysts | |
| • | Announcements by either our competitors or customers that fail to meet or be consistent with their earlier projections or the expectations of our investors or securities analysts | |
| • | Rumors, announcements, or press articles regarding our competitors’ operations, management, organization, financial condition, or financial statements | |
| • | Changes in revenue and earnings estimates by us, our investors, or securities analysts | |
| • | Accounting charges, including charges relating to the impairment of goodwill | |
| • | Announcements of planned acquisitions or dispositions by us or by our competitors | |
| • | Announcements of new or planned products by us, our competitors, or our customers | |
| • | Gain or loss of a significant customer | |
| • | Inquiries by the SEC, NASDAQ, law enforcement, or other regulatory bodies | |
| • | Acts of terrorism, the threat of war, and other crises or emergency situations | |
| • | Economic slowdowns or the perception of an oncoming economic slowdown in any of the major markets in which we operate |
The stock market in general, and the market prices of stocks of
technology companies in particular, have experienced extreme
price volatility that has adversely affected, and may continue
to adversely affect, the market price of our common stock for
reasons unrelated to our business or operating results.
| Item 1B. | Unresolved Staff Comments |
There are currently no unresolved issues with respect to any
Commission staff’s written comments that were received at
least 180 days before the end of our fiscal year to which
this report relates and that relate to our periodic or current
reports under the Exchange Act.
| Item 2. | Properties |
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 900,000 square feet, of which
724,000 square feet is owned and 176,000 square feet
is leased. We also lease an additional 174,000 square feet
in the San Francisco
23
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Bay Area. Our leased facilities are occupied under leases that
expire at various times through 2029. The following table
presents the approximate square footage of our facilities as of
April 1, 2011:
|
Approximate Total Square |
||||||||
| Footage(1) | ||||||||
|
Location
|
Owned | Leased | ||||||
| (In thousands) | ||||||||
|
Americas
|
1,750 | 1,445 | ||||||
|
Europe, Middle East, and Africa
|
285 | 730 | ||||||
|
Asia Pacific/Japan
|
— | 1,336 | ||||||
|
Total
|
2,035 | 3,511 | ||||||
| (1) | Included in the total square footage above are vacant, available-for-lease properties totaling approximately 400,000 square feet. Total square footage excludes approximately 159,000 square feet relating to facilities subleased to third parties. |
We believe that our existing facilities are adequate for our
current needs and that the productive capacity of our facilities
is substantially utilized.
| Item 3. | Legal Proceedings |
Information with respect to this Item may be found under the
heading “Litigation Contingencies” in Note 8 of
the Notes to Consolidated Financial Statements in this annual
report which information is incorporated into this Item 3
by reference.
| Item 4. | (Removed and Reserved) |
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Market
for Our Common Stock
Our common stock is traded on the Nasdaq Global Select Market
under the symbol “SYMC.” The high and low sales prices
set forth below are as reported on the Nasdaq Global Select
Market.
| Fiscal 2011 | Fiscal 2010 | |||||||||||||||||||||||||||||||
|
First |
Second |
Third |
Fourth |
First |
Second |
Third |
Fourth |
|||||||||||||||||||||||||
| Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | |||||||||||||||||||||||||
|
High
|
$ | 17.47 | $ | 15.75 | $ | 18.24 | $ | 18.80 | $ | 19.16 | $ | 18.28 | $ | 17.71 | $ | 18.17 | ||||||||||||||||
|
Low
|
$ | 13.58 | $ | 12.04 | $ | 14.76 | $ | 16.84 | $ | 16.13 | $ | 15.68 | $ | 14.65 | $ | 13.97 | ||||||||||||||||
As of April 1, 2011, there were 2,405 stockholders of
record of Symantec common stock. Symantec has never declared or
paid any cash dividends on its capital stock.
24
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Repurchases
of our equity securities
Stock repurchases during the three months ended April 1,
2011 were as follows:
|
Maximum Dollar |
||||||||||||||||
|
Value of Shares |
||||||||||||||||
|
That May Yet be |
||||||||||||||||
|
Total Number of Shares |
Purchased Under |
|||||||||||||||
|
Total Number of |
Average Price |
Purchased Under Publicly |
the Plans |
|||||||||||||
| Shares Purchased | Paid Per Share | Announced Plans or Programs | or Programs | |||||||||||||
| (In millions, except per share data) | ||||||||||||||||
|
January 1, 2011 to January 28, 2011
|
— | $ | — | — | $ | 1,057 | ||||||||||
|
January 29, 2011 to February 25, 2011
|
— | $ | — | — | $ | 1,057 | ||||||||||
|
February 26, 2011 to April 1, 2011
|
11 | $ | 17.86 | 11 | $ | 877 | ||||||||||
|
Total
|
11 | $ | 17.86 | 11 | ||||||||||||
We have had stock repurchase programs in the past and have
repurchased shares on a quarterly basis since the fourth quarter
of fiscal 2004 under new and existing programs. Our current
program was authorized by our Board of Directors on
January 25, 2011 to repurchase up to $1 billion of our
common stock. This program does not have an expiration date, and
as of April 1, 2011, $877 million remained authorized
for future repurchases. For information with regard to our stock
repurchase programs, see Note 9 of the Notes to
Consolidated Financial Statements in this annual report.
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Stock
Performance Graph
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 Section, and shall not be
deemed to be incorporated by reference into any filing of
Symantec under the Securities Act or the Exchange Act.
Comparison
of cumulative total return — March 31, 2006 to
March 31, 2011
The graph below compares the cumulative total stockholder return
on Symantec common stock from March 31, 2006 to
March 31, 2011 with the cumulative total return on the
S&P 500 Composite Index and the S&P Information
Technology Index over the same period (assuming the investment
of $100 in Symantec common stock and in each of the other
indices on March 31, 2006, and reinvestment of all
dividends, although no dividends have been declared on Symantec
common stock). The comparisons in the graph below are based on
historical data and are not intended to forecast the possible
future performance of Symantec common stock.
COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Symantec Corporation, The S & P 500 Index
And The S & P Information Technology Index
Among Symantec Corporation, The S & P 500 Index
And The S & P Information Technology Index
*$100 invested on March 31, 2006 in stock or index. Period
ending March 31.
| 3/06 | 3/07 | 3/08 | 3/09 | 3/10 | 3/11 | |||||||||||||||||||||||||
|
Symantec Corporation
|
100.00 | 102.79 | 98.75 | 88.77 | 100.58 | 110.16 | ||||||||||||||||||||||||
|
S & P 500
|
100.00 | 111.83 | 106.15 | 65.72 | 98.43 | 113.83 | ||||||||||||||||||||||||
|
S & P Information Technology
|
100.00 | 103.10 | 102.66 | 71.79 | 113.44 | 126.91 | ||||||||||||||||||||||||
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| Item 6. | Selected Financial Data |
The following selected consolidated financial data is derived
from our Consolidated Financial Statements. This data should be
read in conjunction with the Consolidated Financial Statements
and related notes included in this annual report and with
Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations. Historical
results may not be indicative of future results.
During the past five fiscal years, we have made the following
acquisitions:
| • | Identity and authentication business of VeriSign, Inc. PGP Corporation, and GuardianEdge Technologies, Inc. during fiscal 2011 | |
| • | AppStream, Inc., SwapDrive, Inc., PC Tools Pty. Limited, and MessageLabs Group Limited during fiscal 2009 | |
| • | Altiris Inc. and Vontu Inc. during fiscal 2008 |
Each of these acquisitions was accounted for as a business
purchase and, accordingly, the operating results of these
businesses have been included in the Consolidated Financial
Statements included in this annual report since their respective
dates of acquisition.
Five-Year
Summary
| Fiscal (a,b) | ||||||||||||||||||||
| 2011 | 2010(c) | 2009 | 2008 | 2007 | ||||||||||||||||
| (In millions, except per share data) | ||||||||||||||||||||
|
Consolidated Statements of Operations Data:
|
||||||||||||||||||||
|
Net revenue
|
$ | 6,190 | $ | 5,985 | $ | 6,150 | $ | 5,874 | $ | 5,199 | ||||||||||
|
Operating income
(loss)(d)
|
880 | 933 | (6,470 | ) | 602 | 520 | ||||||||||||||
|
Net income (loss) attributable to Symantec Corporation
stockholders(d)
|
$ | 597 | $ | 714 | $ | (6,786 | ) | $ | 410 | $ | 366 | |||||||||
|
Net income (loss) per share attributable to Symantec Corporation
stockholders —
basic(d)
|
$ | 0.77 | $ | 0.88 | $ | (8.17 | ) | $ | 0.47 | $ | 0.38 | |||||||||
|
Net income (loss) per share attributable to Symantec Corporation
stockholders —
diluted(d)
|
$ | 0.76 | $ | 0.87 | $ | (8.17 | ) | $ | 0.46 | $ | 0.37 | |||||||||
|
Weighted-average shares outstanding attributable to Symantec
Corporation stockholders — basic
|
778 | 810 | 831 | 868 | 961 | |||||||||||||||
|
Weighted-average shares outstanding attributable to Symantec
Corporation stockholders — diluted
|
786 | 819 | 831 | 884 | 983 | |||||||||||||||
|
Balance Sheet Data:
|
||||||||||||||||||||
|
Cash and cash equivalents
|
2,950 | 3,029 | 1,793 | 1,890 | 2,559 | |||||||||||||||
|
Total
assets(d)
|
12,719 | 11,232 | 10,638 | 18,085 | 17,743 | |||||||||||||||
|
Senior
Notes(e)
|
1,097 | — | — | — | — | |||||||||||||||
|
Current portion of long-term
debt(f)
|
596 | — | — | — | — | |||||||||||||||
|
Long — term Convertible Senior
Notes(f)
|
890 | 1,871 | 1,766 | 1,669 | 1,578 | |||||||||||||||
|
Other long-term
obligations(g)
|
79 | 50 | 90 | 106 | 21 | |||||||||||||||
|
Symantec Corporation Stockholders’ equity
|
$ | 4,528 | $ | 4,548 | $ | 4,147 | $ | 11,229 | $ | 11,911 | ||||||||||
|
Noncontrolling interest in subsidiary
|
77 | — | — | — | — | |||||||||||||||
|
Total stockholders’ equity
|
$ | 4,605 | $ | 4,548 | $ | 4,147 | $ | 11,229 | $ | 11,911 | ||||||||||
| (a) | We have a 52/53-week fiscal year. Fiscal 2011, 2010, 2008 and 2007 were each comprised of 52 weeks of operations. Fiscal 2009 was comprised of 53 weeks of operations. | |
| (b) | The summary reflects adjustments for the retrospective adoption of new authoritative guidance on convertible debt instruments in fiscal 2010. |
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| (c) | In fiscal 2010, we adopted new authoritative guidance on revenue recognition, which did not have a material impact on our consolidated financial statements. Our joint venture also adopted this guidance during its period ended December 31, 2009, which was applied to the beginning of its fiscal year. As a result of the joint venture’s adoption of the guidance, our net income increased by $12 million during our fiscal 2010. | |
| (d) | During fiscal 2009, we recorded a non-cash goodwill impairment charge of $7.4 billion. | |
| (e) | In fiscal 2011, we issued $350 million in principal amount of 2.75% senior notes (“2.75% Notes”) due September 15, 2015 and $750 million in principal amount of 4.20% senior notes (“4.20% Notes”) due September 15, 2020. | |
| (f) | In fiscal 2007, we issued $1.1 billion principal amount of 0.75% convertible senior notes (“0.75% Notes”) and $1.0 billion principal amount of 1.00% convertible senior notes (“1.00% Notes”). In fiscal 2011, we repurchased $500 million aggregate principal amount of our 0.75% Notes. Concurrently with this repurchase, we sold a proportionate share of the initial note hedges back to the note hedge counterparties for approximately $13 million. These transactions resulted in a loss from extinguishment of debt of approximately $16 million. | |
| (g) | Beginning in fiscal 2008, we entered into OEM placement fee contracts, which is the primary driver for the increase in liabilities. |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
OVERVIEW
Our
Business
Symantec is a global provider of security, storage and systems
management solutions that help businesses and consumers secure
and manage their information and identities.
Fiscal
Calendar
We have a 52/53-week fiscal year ending on the Friday closest to
March 31. Unless otherwise stated, references to fiscal
years in this report relate to fiscal year and periods ended
April 1, 2011, April 2, 2010 and April 3, 2009.
Fiscal 2011 and 2010 each consisted of 52 weeks, while
fiscal 2009 consisted of 53 weeks. Our 2012 fiscal year
will consist of 52 weeks and will end on March 30,
2012.
Our
Operating Segments
Our operating segments are significant strategic business units
that offer different products and services, distinguished by
customer needs. Since the fourth quarter of fiscal 2008, we have
operated in five operating segments: Consumer, Security and
Compliance, Storage and Server Management, Services, and Other.
For further descriptions of our operating segments, see
Note 10 of the Notes to Consolidated Financial Statements
in this annual report. Our reportable segments are the same as
our operating segments.
Financial
Results and Trends
Revenue increased by $205 million for fiscal 2011 compared
to fiscal 2010. In fiscal 2011, we experienced growth in our
Security and Compliance segment primarily as a result of revenue
associated with our fiscal 2011 acquisitions. During fiscal
2011, we acquired the identity and authentication business of
VeriSign, Inc (“VeriSign”), PGP Corporation
(“PGP”), and GuardianEdge Technologies, Inc.
(“GuardianEdge”) for an aggregate amount of
approximately $1.5 billion, net of cash acquired. We expect
that these acquisitions will continue to contribute positively
to our revenue in future periods in the Security and Compliance
segment. Within our Storage and Server Management segment, sales
of our information management products experienced growth while
we experienced weakness in our storage management solutions.
Consumer segment revenues for fiscal 2011 benefited from the
completion of our transition to an internally-developed
eCommerce platform for our Norton-branded consumer products
worldwide, excluding Japan, during the first quarter of fiscal
2011. The fees we had previously paid to Digital River for
operating our online store for these products were recorded as
an offset to revenue; however, we
28
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incur expenses resulting from our eCommerce platform, components
of which are recorded as a cost of revenue and an operating
expense.
Fluctuations in the U.S. dollar compared to foreign
currencies unfavorably impacted our international revenue by
approximately $53 million for fiscal 2011 as compared to
fiscal 2010 and favorably impacted our international revenue by
approximately $14 million for fiscal 2010 as compared to
fiscal 2009. We are unable to predict the extent to which
revenue in future periods will be impacted by changes in foreign
currency exchange rates. If our level of international sales and
expenses increase in the future, changes in foreign exchange
rates may have a potentially greater impact on our revenue and
operating results.
Our net income attributable to Symantec Corporation stockholders
was $597 million for fiscal 2011 and $714 million for
2010. Our net income for fiscal 2011 was negatively impacted by
a loss of $21 million from the liquidation of certain
foreign entities and $27 million from the impairment of
intangible assets, while net income for fiscal 2010 was
positively affected by a gain of $47 million from the
liquidation of certain foreign entities. Our fiscal 2011 and
fiscal 2010 net income were positively impacted relative to
the preceding year by a decrease of $119 million and
$128 million, respectively, in cost of revenue primarily
related to certain acquired product rights becoming fully
amortized. Net income for fiscal 2011 and fiscal 2010 was also
positively impacted by tax benefits resulting from the reversal
of accrued liabilities and correlative benefits related to the
Veritas Software tax assessment for 2000 and 2001 of
$49 million and $79 million, respectively.
CRITICAL
ACCOUNTING ESTIMATES
The preparation of the Consolidated Financial Statements and
related notes included in this annual report in accordance with
generally accepted accounting principles in the United States,
requires us to make estimates, which include judgments and
assumptions, that affect the reported amounts of assets,
liabilities, revenue, and expenses, and related disclosure of
contingent assets and liabilities. We have based our estimates
on historical experience and on various assumptions that we
believe to be reasonable under the circumstances. We evaluate
our estimates on a regular basis and make changes accordingly.
Historically, our critical accounting estimates have not
differed materially from actual results; however, actual results
may differ from these estimates under different conditions. If
actual results differ from these estimates and other
considerations used in estimating amounts reflected in the
Consolidated Financial Statements included in this annual
report, the resulting changes could have a material adverse
effect on our Consolidated Statements of Operations, and in
certain situations, could have a material adverse effect on
liquidity and our financial condition.
A critical accounting estimate is based on judgments and
assumptions about matters that are uncertain at the time the
estimate is made. Different estimates that reasonably could have
been used or changes in accounting estimates could materially
impact the operating results or financial condition. We believe
that the estimates described below represent our critical
accounting estimates, as they have the greatest potential impact
on our consolidated financial statements. See also Note 1
of the Notes to the Consolidated Financial Statements included
in this annual report.
Revenue
Recognition
We recognize revenue primarily pursuant to the requirements
under the authoritative guidance on software revenue
recognition, and any applicable amendments or modifications.
Revenue recognition requirements in the software industry are
very complex and require us to make many estimates.
For software arrangements that include multiple elements,
including perpetual software licenses and maintenance
and/or
services, packaged products with content updates, managed
security services, and subscriptions, we allocate and defer
revenue for the undelivered items based on vendor specific
objective evidence (“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 revenue. VSOE of each element is based on
the price for which the undelivered element is sold separately.
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 undelivered
items, the entire arrangement fee is recognized
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ratably over the performance period. Our deferred revenue
consists primarily of the unamortized balance of enterprise
product maintenance, consumer product content updates, managed
security services, subscriptions, and arrangements where VSOE
does not exist. Deferred revenue totaled approximately
$3.8 billion as of April 1, 2011, of which
$498 million was classified as Long-term deferred revenue
in the Consolidated Balance Sheets. 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.
For arrangements that include both software and non-software
elements, we allocate revenue to the software deliverables as a
group and non-software deliverables based on their relative
selling prices. In such circumstances, the accounting principles
establish a hierarchy to determine the selling price to be used
for allocating revenue to deliverables as follows:
(i) VSOE, (ii) third-party evidence of selling price
(“TPE”) and (iii) best estimate of the selling
price (“ESP”). When we are unable to establish a
selling price using VSOE or TPE, we use ESP to allocate the
arrangement fees to the deliverables.
For our consumer products that include content updates, we
recognize revenue and the associated cost of revenue ratably
over the term of the subscription upon sell-through to
end-users, as the subscription period commences on the date of
sale to the end-user. We defer revenue and cost of revenue
amounts for unsold product held by our distributors and
resellers.
We expect our distributors and resellers to maintain adequate
inventory of consumer packaged products to meet future customer
demand, which is generally four or six weeks of customer demand
based on recent buying trends. We ship product to our
distributors and resellers at their request and based on valid
purchase orders. Our distributors and resellers base the
quantity of orders on their estimates to meet future customer
demand, which may exceed the expected level of a four or six
week supply. We offer limited rights of return if the inventory
held by our distributors and resellers is below the expected
level of a four or six week supply. We estimate reserves for
product returns as described below. We typically offer liberal
rights of return if inventory held by our distributors and
resellers exceeds the expected level. Because we cannot
reasonably estimate the amount of excess inventory that will be
returned, we primarily offset deferred revenue against trade
accounts receivable for the amount of revenue in excess of the
expected inventory levels.
Arrangements for managed security services and SaaS offerings
are generally offered to our customers over a specified period
of time, and we recognize the related revenue ratably over the
maintenance, subscription, or service period.
Reserves for product returns. We reserve for
estimated product returns as an offset to revenue based
primarily on historical trends. We fully reserve for obsolete
products in the distribution channels as an offset to deferred
revenue. Actual product returns may be different than what was
estimated. These factors and unanticipated changes in the
economic and industry environment could make actual results
differ from our return estimates.
Reserves for rebates. We estimate and record
reserves for channel and end-user rebates as an offset to
revenue. For consumer products that include content updates,
rebates are recorded as a ratable offset to revenue over the
term of the subscription. Our estimated reserves for channel
volume incentive rebates are based on distributors’ and
resellers’ actual performance against the terms and
conditions of volume incentive rebate programs, which are
typically entered into quarterly. Our reserves for end-user
rebates are estimated based on the terms and conditions of the
promotional programs, actual sales during the promotion, the
amount of actual redemptions received, historical redemption
trends by product and by type of promotional program, and the
value of the rebate. We also consider current market conditions
and economic trends when estimating our reserves for rebates. If
actual redemptions differ from our estimates, material
differences may result in the amount and timing of our net
revenues for any period presented.
Valuation
of goodwill, intangible assets and long-lived
assets
Business Combination Valuations. When we
acquire businesses, we allocate the purchase price to tangible
assets and liabilities and identifiable intangible assets
acquired. Any residual purchase price is recorded as goodwill.
The allocation of the purchase price requires management to make
significant estimates in determining the fair
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values of assets acquired and liabilities assumed, especially
with respect to intangible assets. These estimates are based on
information obtained from management of the acquired companies
and historical experience. These estimates can include, but are
not limited to:
| • | cash flows that an asset is expected to generate in the future; | |
| • | expected costs to develop the in-process research and development into commercially viable products and estimated cash flows from the projects when completed; | |
| • | the acquired company’s brand and competitive position, as well as assumptions about the period of time the acquired brand will continue to be used in the combined company’s product portfolio; | |
| • | cost savings expected to be derived from acquiring an asset; and | |
| • | discount rates. |
These estimates are inherently uncertain and unpredictable, and
if different estimates were used the purchase price for the
acquisition could be allocated to the acquired assets and
liabilities differently from the allocation that we have made.
In addition, unanticipated events and circumstances may occur
which may affect the accuracy or validity of such estimates, and
if such events occur we may be required to record a charge
against the value ascribed to an acquired asset or an increase
in the amounts recorded for assumed liabilities.
Goodwill Impairment. We review goodwill for
impairment on an annual basis on the first day of the fourth
quarter of each fiscal year, and on an interim basis whenever
events or changes in circumstances indicate that the carrying
value may not be recoverable, at the reporting unit level. Our
reporting units are the same as our operating segments. Before
performing the goodwill impairment test, we first assess the
value of long-lived assets in each reporting unit, including
tangible and intangible assets. We then perform a two-step
impairment test on goodwill. In the first step, we compare the
estimated fair value of equity of each reporting unit to its
allocated carrying value (book value) of equity. If the carrying
value of the reporting unit exceeds the fair value of the equity
associated with that unit, there is an indicator of impairment
and we must perform the second step of the impairment test. This
second step involves determining the implied fair value of that
reporting unit’s goodwill in a manner similar to the
purchase price allocation for an acquired business, using the
reporting unit’s calculated fair value as an assumed
purchase price. If the carrying value of the reporting
unit’s goodwill exceeds its implied fair value, then we
would record an impairment loss equal to the excess.
The process of estimating the fair value and carrying value of
our reporting units’ equity requires significant judgment
at many points during the analysis. Many assets and liabilities,
such as accounts receivable and property and equipment, are not
specifically allocated to an individual reporting unit, and
therefore, we apply judgment to allocate the assets and
liabilities, and this allocation affects the carrying value of
the respective reporting units. Similarly, we use judgment to
allocate goodwill to the reporting units based on relative fair
values. The use of relative fair values has been necessary for
certain reporting units due to changes in our operating
structure in prior years. To determine a reporting unit’s
fair value, we use the income approach under which we calculate
the fair value of each reporting unit based on the estimated
discounted future cash flows of that unit. We evaluate the
reasonableness of this approach by comparing it with the market
approach, which involves a review of the carrying value of our
assets relative to our market capitalization and to the
valuation of publicly traded companies operating in the same or
similar lines of business.
Applying the income approach requires that we make a number of
important estimates and assumptions. We estimate the future cash
flows of each reporting unit based on historical and forecasted
revenue and operating costs. This, in turn, involves further
estimates, such as estimates of future revenue and expense
growth rates and foreign exchange rates. In addition, we apply a
discount rate to the estimated future cash flows for the purpose
of the valuation. This discount rate is based on the estimated
weighted-average cost of capital for each reporting unit and may
change from year to year. For example, in our valuation process
in the fourth quarter of fiscal 2010 we used a lower discount
rate than in the prior year due to stabilized risk associated
with the global economic conditions. Changes in these key
estimates and assumptions, or in other assumptions used in this
process, could materially affect our impairment analysis for a
given year.
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As of April 1, 2011, our goodwill balance was
$5 billion. Based on the impairment analysis performed on
January 4, 2011, we determined that the fair value of each
of our reporting units exceeded the carrying value of the unit
by more than 10% of the carrying value. While discount rates are
only one of several important estimates used in the analysis, we
determined that an increase of one percentage point in the
discount rate used for each respective reporting unit would not
have resulted in an impairment indicator for any unit at the
time of this analysis, except for the Security and Compliance
reporting unit which would have had a fair value 5% below
carrying value. However, we believe that the discount rate
applied to the Security and Compliance reporting unit is
appropriate and we applied the same discount rate for this
reporting unit in fiscal 2011 as we used in fiscal 2010. In
addition to the discount rate, the impairment test includes the
consideration of a number of estimates, including growth rates,
operating margins and cost forecasts, foreign exchange rates and
the allocation of certain tangible assets to the reporting
units. Based on the results of our impairment test, we do not
believe that an impairment indicator exists as of our annual
impairment test date.
A number of factors, many of which we have no ability to
control, could affect our financial condition, operating results
and business prospects and could cause actual results to differ
from the estimates and assumptions we employed. These factors
include:
| • | a prolonged global economic crisis; | |
| • | a significant decrease in the demand for our products; | |
| • | the inability to develop new and enhanced products and services in a timely manner; | |
| • | a significant adverse change in legal factors or in the business climate; | |
| • | an adverse action or assessment by a regulator; | |
| • | successful efforts by our competitors to gain market share in our markets; | |
| • | a loss of key personnel; | |
| • | our determination to dispose of one or more of our reporting units; | |
| • | the testing for recoverability of a significant asset group within a reporting unit; and | |
| • | recognition of a goodwill impairment loss. |
Intangible Asset Impairment. We assess the
impairment of identifiable finite-lived intangible assets
whenever events or changes in circumstances indicate that an
asset group’s carrying amount may not be recoverable.
Recoverability of certain finite-lived intangible assets,
particularly customer relationships and finite-lived tradenames,
would be measured by the comparison of the carrying amount of
the asset group to which the assets are assigned to the sum of
the undiscounted estimated future cash flows the asset group is
expected to generate. If the asset is considered to be impaired,
the amount of such impairment would be measured as the
difference between the carrying amount of the asset and its fair
value. Recoverability and impairment of other finite-lived
intangible assets, particularly developed technology and
patents, would be measured by the comparison of the carrying
amount of the asset to the sum of undiscounted estimated future
product revenues offset by estimated future costs to dispose of
the product to which the asset relates. For indefinite-lived
intangible assets, we review impairment on an annual basis
consistent with the timing of the annual evaluation for
goodwill. These assets generally include tradenames, trademarks
and in-process research and development. Recoverability of
indefinite-lived intangible assets would be measured by the
comparison of the carrying amount of the asset to the sum of the
discounted estimated future cash flows the asset is expected to
generate plus expected royalties. If the asset is considered to
be impaired, the amount of such impairment would be measured as
the difference between the carrying amount of the asset and its
fair value. Our cash flow assumptions are based on historical
and forecasted future revenue, operating costs, and other
relevant factors. Assumptions and estimates about the remaining
useful lives of our intangible assets are subjective and are
affected by changes to our business strategies. If
management’s estimates of future operating results change,
or if there are changes to other assumptions, the estimate of
the fair value of our identifiable intangible assets could
change significantly. Such change could result in impairment
charges in future periods, which could have a significant impact
on our operating results and financial condition.
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Long-Lived Assets (including Assets Held for
Sale). We assess long-lived assets to be held and
used for impairment whenever events or changes in circumstances
indicate that the carrying value of the long-lived assets may
not be recoverable. Based on the existence of one or more
indicators of impairment, we assess recoverability of long-lived
assets based on a projected undiscounted cash flow method using
assumptions determined by management to be commensurate with the
risk inherent in our current business model. If an asset is not
recoverable, impairment is measured as the difference between
the carrying amount and its fair value. Our estimates of cash
flows require significant judgment based on our historical and
anticipated results and are subject to many factors which could
change and cause a material impact to our operating results or
financial condition. We record impairment charges on long-lived
assets held for sale when we determine that the carrying value
of the long-lived assets may not be recoverable. In determining
fair value, we obtain and consider market value appraisal
information from third-parties.
Fair
Value of Financial Instruments
The assessment of fair value for our financial instruments is
based on the authoritative guidance on fair value measurements
which establishes a fair value hierarchy that is based on three
levels of inputs and requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs
when measuring fair value.
We use inputs such as actual trade data, benchmark yields,
broker/dealer quotes and other similar data which are obtained
from independent pricing vendors, quoted market prices or other
sources to determine the ultimate fair value of our assets and
liabilities. We use such pricing data as the primary input, to
which we have not made any material adjustments, to make our
assessments and determinations as to the ultimate valuation of
our investment portfolio, and we are ultimately responsible for
the financial statements and underlying estimates. The fair
value and inputs are reviewed for reasonableness, may be further
validated by comparison to publicly available information and
could be adjusted based on market indices or other information
that we deem material to the estimated fair value of our
investment portfolio.
As of April 1, 2011, our financial instruments measured at
fair value on a recurring basis included $2.0 billion of
assets which consists of cash equivalents invested in money
market funds and bank securities. Investments totalling
$1.9 billion were classified as Level 1 and
$204 million were classified as Level 2, which are
comprised solely of money market funds and bank securities,
respectively.
Valuations for Level 1 securities were based on quoted
prices for identical securities in active markets. Determining
fair value for Level 1 instruments generally does not
require significant management judgment. Valuations for
Level 2 securities were based on either (1) the fair
value of similar securities or (2) pricing models with all
significant inputs derived from or corroborated by observable
market prices for identical securities in markets with
insufficient volume or infrequent transactions (less active
markets).
While determining the fair value for Level 2 instruments
does not necessarily require significant management judgment, it
generally involves the following degree of judgment and
subjectivity: (1) an assessment of an active market for
marketable securities generally takes into consideration whether
a trading market exists for a given instrument or the level of
trading volume for each instrument type and (2) when
observable market prices for identical securities or similar
securities are not available, we may price marketable securities
using: non-binding market consensus prices that are corroborated
with observable market data; or pricing models, such as
discounted cash flow approaches, with all significant inputs
derived from or corroborated with observable market data. The
majority of our Level 2 financial instruments were
classified as such due to either low trading activity in active
markets or no active market existing. For certain financial
instruments, identical securities were used to determine fair
value. For those securities where no active market existed,
amortized cost was used as it approximates their fair value
because of their short maturities.
As of April 1, 2011, we had no financial instruments with
unobservable inputs classified in Level 3 under the
hierarchy set forth under the authoritative guidance on fair
value measurements. Level 3 instruments generally would
include those for which unobservable inputs used in the
valuation methodology are significant to the measurement of fair
value of assets or liabilities. The determination of fair value
for Level 3 instruments requires the most management
judgment and subjectivity.
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Stock-based
Compensation
We account for stock-based compensation in accordance with the
authoritative guidance on stock compensation. Under the fair
value recognition provisions of this guidance, stock-based
compensation is measured at the grant date based on the fair
value of the award and is recognized as expense over the
requisite service period, which is generally the vesting period
of the respective award.
Determining the fair value of stock-based awards, primarily
stock options, at the grant date requires judgment. We use the
Black-Scholes option-pricing model to determine the fair value
of stock options. The determination of the grant date fair value
of options using an option-pricing model is affected by our
stock price as well as assumptions regarding a number of complex
and subjective variables. These variables include our expected
stock price volatility over the expected life of the options,
actual and projected employee stock option exercise and
cancellation behaviors, risk-free interest rates, and expected
dividends.
We estimate the expected life of options granted based on an
analysis of our historical experience of employee exercise and
post-vesting termination behavior considered in relation to the
contractual life of the option. Expected volatility is based on
the average of historical volatility for the period commensurate
with the expected life of the option and the implied volatility
of traded options. The risk free interest rate is equal to the
U.S. Treasury constant maturity rates for the period equal
to the expected life. We do not currently pay cash dividends on
our common stock and do not anticipate doing so in the
foreseeable future. Accordingly, our expected dividend yield is
zero.
In accordance with the authoritative guidance on stock
compensation, we only record stock-based compensation expense
for awards that are expected to vest. As a result, judgment is
also required in estimating the amount of stock-based awards
that are expected to be forfeited. Although we estimate
forfeitures based on historical experience, actual forfeitures
may differ. If actual results differ significantly from these
estimates, stock-based compensation expense and our results of
operations could be materially impacted when we record an
adjustment for the difference in the period that the awards vest
or are forfeited.
Contingencies
and Litigation
We evaluate contingent liabilities including threatened or
pending litigation in accordance with the authoritative guidance
on contingencies. We assess the likelihood of any adverse
judgments or outcomes from a potential claim or legal
proceeding, as well as potential ranges of probable losses, when
the outcomes of the claims or proceedings are probable and
reasonably estimable. A determination of the amount of accrued
liabilities required, if any, for these contingencies is made
after the analysis of each separate matter. Because of
uncertainties related to these matters, we base our estimates on
the information available at the time of our assessment. As
additional information becomes available, we reassess the
potential liability related to our pending claims and litigation
and may revise our estimates. Any revisions in the estimates of
potential liabilities could have a material impact on our
operating results and financial position.
Income
Taxes
We are required to compute our income taxes in each federal,
state, and international jurisdiction in which we operate. This
process requires that we estimate the current tax exposure as
well as assess temporary differences between the accounting and
tax treatment of assets and liabilities, including items such as
accruals and allowances not currently deductible for tax
purposes. The income tax effects of the differences we identify
are classified as current or long-term deferred tax assets and
liabilities in our Consolidated Balance Sheets. Our judgments,
assumptions, and estimates relative to the current provision for
income tax take into account current tax laws, our
interpretation of current tax laws, and possible outcomes of
current and future audits conducted by foreign and domestic tax
authorities. Changes in tax laws or our interpretation of tax
laws and the resolution of current and future tax audits could
significantly impact the amounts provided for income taxes in
our Consolidated Balance Sheets and Consolidated Statements of
Operations.
We account for uncertain tax issues pursuant to authoritative
guidance based on a two-step approach to recognize and measure
uncertain tax positions taken or expected to be taken in a tax
return. The first step is to determine if the weight of
available evidence indicates that it is more likely than not
that the tax position will be
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Table of Contents
sustained on audit, including resolution of any related appeals
or litigation processes. The second step is to measure the tax
benefit as the largest amount that is more than 50% likely to be
realized upon ultimate settlement. We adjust reserves for our
uncertain tax positions due to changing facts and circumstances,
such as the closing of a tax audit, refinement of estimates, or
realization of earnings or deductions that differ from our
estimates. To the extent that the final outcome of these matters
is different than the amounts recorded, such differences will
impact our tax provision in our Consolidated Statements of
Operations in the period in which such determination is made.
We must also assess the likelihood that deferred tax assets will
be realized from future taxable income and, based on this
assessment establish a valuation allowance, if required. Our
determination of our valuation allowance is based upon a number
of assumptions, judgments, and estimates, including forecasted
earnings, future taxable income, and the relative proportions of
revenue and income before taxes in the various domestic and
international jurisdictions in which we operate. To the extent
we establish a valuation allowance or change the valuation
allowance in a period, we reflect the change with a
corresponding increase or decrease to our tax provision in our
Consolidated Statements of Operations.
In July 2008, we reached an agreement with the IRS concerning
our eligibility to claim a lower tax rate on a distribution made
from a Veritas foreign subsidiary prior to the July 2005
acquisition. The distribution was intended to be made pursuant
to the American Jobs Creation Act of 2004, and therefore
eligible for a 5.25% effective U.S. federal rate of tax, in
lieu of the 35% statutory rate. The final impact of this
agreement remains uncertain since this relates to the taxability
of earnings that are otherwise the subject of the transfer
pricing matters at issue in the IRS examination of Veritas tax
years 2002 through 2005. To the extent that we owe taxes as a
result of these transfer pricing matters in years prior to the
distribution, we anticipate that the incremental tax due from
this negotiated agreement will decrease. We currently estimate
that the most probable outcome from this negotiated agreement
will be that we will owe $13 million or less, for which an
accrual has already been made.
RESULTS
OF OPERATIONS
Total Net
Revenue
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Net revenue
|
$ | 6,190 | $ | 205 | 3 | % | $ | 5,985 | $ | (165 | ) | (3 | )% | $ | 6,150 | |||||||||||||
Net revenue increased for fiscal 2011, as compared to fiscal
2010, primarily due to an increase in Content, subscription, and
maintenance revenue for the reasons discussed above under
“Financial Results and Trends”, partially offset by a
slight decline in License revenue.
Net revenue decreased for fiscal 2010, as compared to fiscal
2009, primarily due to a decrease in License revenue partially
offset by an increase in Content, subscription, and maintenance
revenue. The net decrease was primarily due to decreased license
revenue as a result of the overall market weakness in server
sales and tight IT spending due to the global economic slowdown
and the uncertainty surrounding the acquisition of Sun
Microsystems, Inc. by Oracle Corporation.
Content,
subscription, and maintenance revenue
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Content, subscription, and maintenance revenue
|
$ | 5,266 | $ | 232 | 5 | % | $ | 5,034 | $ | 171 | 4 | % | $ | 4,863 | ||||||||||||||
|
Percentage of total net revenue
|
85 | % | 84 | % | 79 | % | ||||||||||||||||||||||
Content, subscription, and maintenance revenue increased for
fiscal 2011, as compared to fiscal 2010, primarily due to sales
increases in our Consumer, Security and Compliance, and Storage
and Server Management
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segments for the reasons discussed above under “Financial
Results and Trends”, partially offset by foreign exchange
effects.
Content, subscription, and maintenance revenue increased for
fiscal 2010, as compared to fiscal 2009, as a result of strength
in our Consumer segment primarily due to increases in revenue
from acquired security products and the gradual global ramp up
of our eCommerce platform.
License
revenue
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
License revenue
|
$ | 924 | $ | (27 | ) | (3 | )% | $ | 951 | $ | (336 | ) | (26 | )% | $ | 1,287 | ||||||||||||
|
Percentage of total net revenue
|
15 | % | 16 | % | 21 | % | ||||||||||||||||||||||
License revenue decreased for fiscal 2011, as compared to fiscal
2010, primarily due to a decline in revenue from our Storage and
Server Management segment, partially offset by an increase in
revenue from our Security and Compliance segment.
License revenue decreased for fiscal 2010, as compared to fiscal
2009, primarily due to the global economic slowdown and
customers emphasizing purchases of smaller volumes of new
licenses consistent with their near term needs.
Net
revenue and operating income by segment
Consumer
Segment
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Consumer revenue
|
$ | 1,953 | $ | 82 | 4 | % | $ | 1,871 | $ | 98 | 6 | % | $ | 1,773 | ||||||||||||||
|
Percentage of total net revenue
|
32 | % | 31 | % | 29 | % | ||||||||||||||||||||||
|
Consumer operating income
|
$ | 899 | $ | 39 | 5 | % | $ | 860 | $ | (88 | ) | (9 | )% | $ | 948 | |||||||||||||
|
Percentage of Consumer revenue
|
46 | % | 46 | % | 53 | % | ||||||||||||||||||||||
Consumer revenue increased for fiscal 2011, as compared to
fiscal 2010, primarily due to the reasons discussed above under
“Financial Results and Trends” as well as increased
sales of our premium security suite. Our electronic channel
sales are derived from online sales (which include new
subscriptions, renewals, and upgrades), OEMs, and ISPs. For
fiscal 2011, electronic channel revenue increased as compared to
fiscal 2010.
Operating income for the Consumer segment increased for fiscal
2011, as compared to fiscal 2010, due to increased revenue,
partially offset by costs associated with the deployment of our
new proprietary eCommerce platform.
Consumer revenue increased for fiscal 2010, as compared to
fiscal 2009, primarily due to increases in revenue from acquired
security products and our core consumer products in the
electronic channel.
Operating income for the Consumer segment decreased for fiscal
2010, as compared to fiscal 2009, as expense growth outpaced
revenue growth. Total expenses for the segment increased
primarily as a result of the higher OEM placement fees and costs
associated with our development and operation of our new
proprietary eCommerce platform.
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Security
and Compliance Segment
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Security and Compliance revenue
|
$ | 1,566 | $ | 155 | 11 | % | $ | 1,411 | $ | (39 | ) | (3 | )% | $ | 1,450 | |||||||||||||
|
Percentage of total net revenue
|
25 | % | 24 | % | 24 | % | ||||||||||||||||||||||
|
Security and Compliance operating income
|
$ | 243 | $ | (128 | ) | (35 | )% | $ | 371 | $ | (69 | ) | (16 | )% | $ | 440 | ||||||||||||
|
Percentage of Security and Compliance revenue
|
16 | % | 26 | % | 30 | % | ||||||||||||||||||||||
Security and Compliance revenue increased for fiscal 2011, as
compared to fiscal 2010, due to increases in revenue from our
2011 acquisitions.
Security and Compliance operating income decreased for fiscal
2011, as compared to fiscal 2010, due to increased expenses
related to our fiscal 2011 acquisitions and higher sales
commissions associated with the increase in deferred revenue in
2011. Our operating margins were adversely impacted by our
fiscal 2011 acquisitions, largely because we were required under
the purchase accounting rules to reduce the amount of deferred
revenue that we recorded in connection with these acquisitions
to an amount equal to the fair value of our estimated cost to
fulfill the contractual obligations related to that deferred
revenue. This deferred revenue adjustment negatively affected
our operating margins because we recognized a lower portion of
the revenue from these acquisitions (representing our estimated
cost to fulfill the contractual obligations plus a normal
margin), but we incurred all of the revenue-related expenses.
Security and Compliance revenue decreased for fiscal 2010, as
compared to fiscal 2009, as a result of decreased demand due to
reduced corporate IT budgets and slowed spending, partially
offset by increases in revenue from acquired security products.
Operating income for the segment decreased for fiscal 2010, as
compared to fiscal 2009, as revenue decreased while expenses
increased as a result of our fiscal 2009 acquisitions, partially
offset by our cost containment measures.
Storage
and Server Management Segment
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Storage and Server Management segment
|
$ | 2,307 | $ | 20 | 1 | % | $ | 2,287 | $ | (206 | ) | (8 | )% | $ | 2,493 | |||||||||||||
|
Percentage of total net revenue
|
37 | % | 38 | % | 40 | % | ||||||||||||||||||||||
|
Storage and Server Management operating income
|
$ | 1,063 | $ | (34 | ) | (3 | )% | $ | 1,097 | $ | 16 | 1 | % | $ | 1,081 | |||||||||||||
|
Percentage of Storage and Server Management revenue
|
46 | % | 48 | % | 43 | % | ||||||||||||||||||||||
Storage and Server Management revenue increased for fiscal 2011,
as compared to fiscal 2010, due to an increase in revenue from
the information management group, partially offset by a decrease
in storage management revenue.
Storage and Server Management operating income decreased for
fiscal 2011, as compared to fiscal 2010, due to the reasons
discussed above under “Financial Results and Trends.”
Storage and Server Management revenue decreased for fiscal 2010,
as compared to fiscal 2009, primarily due to the overall market
weakness in server sales and our customers buying smaller
volumes of new licenses consistent with their near term needs,
particularly with respect to our storage management products.
Operating income for the Storage and Server Management segment
increased for fiscal 2010, as compared to fiscal 2009, as the
decrease in expenses more than offset the decrease in revenue
due to our ongoing focus on cost efficiency.
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Services
Segment
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Services segment
|
$ | 364 | $ | (52 | ) | (13 | )% | $ | 416 | $ | (17 | ) | (4 | )% | $ | 433 | ||||||||||||
|
Percentage of total net revenue
|
6 | % | 7 | % | 7 | % | ||||||||||||||||||||||
|
Services operating income (loss)
|
$ | 24 | $ | (18 | ) | (43 | )% | $ | 42 | $ | 9 | 27 | % | $ | 33 | |||||||||||||
|
Percentage of Services revenue
|
7 | % | 10 | % | 8 | % | ||||||||||||||||||||||
Services revenue and operating income decreased for fiscal 2011,
as compared to fiscal 2010, as we continue to support the
transition to our partner led consulting program while we focus
on our core software business.
Services revenue decreased for fiscal 2010, as compared to
fiscal 2009, primarily due to a reduction in consulting revenue
associated with new license sales.
Operating income for the Services segment increased for fiscal
2010, as compared to fiscal 2009, as various cost control
initiatives led to better margins.
Other
segment
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Other segment
|
$ | — | $ | — | NA | $ | — | $ | (1 | ) | (100 | )% | $ | 1 | ||||||||||||||
|
Percentage of total net revenue
|
0 | % | 0 | % | 0 | % | ||||||||||||||||||||||
|
Other operating loss
|
$ | (1,349 | ) | $ | 88 | * | $ | (1,437 | ) | $ | 7,535 | * | $ | (8,972 | ) | |||||||||||||
|
Percentage of Other revenue
|
* | * | * | |||||||||||||||||||||||||
| * | Percentage not meaningful |
The Other segment includes general and administrative expenses;
amortization of acquired product rights, intangible assets, and
other assets; goodwill and intangible impairment charges;
charges such as stock-based compensation, restructuring and
transition; and certain indirect costs that are not charged to
the other operating segments. The improvement of the operating
loss for the Other segment for fiscal 2011 compared to fiscal
2010 was primarily due to the items discussed above under
“Financial Results and Trends.” The operating loss of
our Other segment for fiscal 2009 primarily consisted of a
non-cash goodwill impairment charge of $7.4 billion.
Net
revenue by geographic region
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Americas (U.S., Canada and Latin America)
|
$ | 3,388 | $ | 147 | 5 | % | $ | 3,241 | $ | (75 | ) | (2 | )% | $ | 3,316 | |||||||||||||
|
Percentage of total net revenue
|
55 | % | 54 | % | 54 | % | ||||||||||||||||||||||
|
EMEA (Europe, Middle East, Africa)
|
$ | 1,773 | $ | (65 | ) | (4 | )% | $ | 1,838 | $ | (120 | ) | (6 | )% | $ | 1,958 | ||||||||||||
|
Percentage of total net revenue
|
29 | % | 31 | % | 32 | % | ||||||||||||||||||||||
|
Asia Pacific/Japan
|
$ | 1,029 | $ | 123 | 14 | % | $ | 906 | $ | 30 | 3 | % | $ | 876 | ||||||||||||||
|
Percentage of total net revenue
|
16 | % | 15 | % | 14 | % | ||||||||||||||||||||||
|
Total net revenue
|
$ | 6,190 | $ | 5,985 | $ | 6,150 | ||||||||||||||||||||||
Fluctuations in the U.S. dollar compared to foreign
currencies unfavorably impacted our international revenue by
approximately $53 million for fiscal 2011 as compared to
fiscal 2010 and favorably impacted our international revenue by
approximately $14 million for fiscal 2010 as compared to
fiscal 2009.
38
Table of Contents
Americas revenue increased for fiscal 2011 as compared to fiscal
2010, primarily due to increased revenue from our Consumer and
Security and Compliance segments, partially offset by decreased
revenue from our Services segment.
EMEA revenue decreased for fiscal 2011 as compared to fiscal
2010, primarily due to an unfavorable impact of the change in
foreign currency exchange rates in the EMEA region relative to
the U.S. dollar, partially offset by increased revenue from
our Security and Compliance segment.
Asia Pacific/Japan revenue increased for fiscal 2011 as compared
to fiscal 2010, primarily due to a favorable impact of the
change in foreign currency exchange rates in the Asia
Pacific/Japan region relative to the U.S. dollar, and
strength in sales in our Security and Compliance and Storage and
Server Management segments.
Americas revenue decreased for fiscal 2010 as compared to fiscal
2009 primarily due to decreased revenue related to our Storage
and Server Management, Security and Compliance and Services
segments, partially offset by increased revenue related to our
Consumer segment.
EMEA revenue decreased for fiscal 2010 as compared to fiscal
2009 primarily due to decreased revenue across all of our
segments, particularly Storage and Server Management.
Asia Pacific Japan revenue increased for fiscal 2010 as compared
to fiscal 2009 primarily due to increased revenue related to our
Consumer and Security and Compliance segments, partially offset
by decreased revenue in our Storage and Server Management
segment.
Our international sales are and will continue to be a
significant portion of our net revenue. As a result, net revenue
will continue to be affected by foreign currency exchange rates
as compared to the U.S. dollar. We are unable to predict
the extent to which revenue in future periods will be impacted
by changes in foreign currency exchange rates. If international
sales become a greater portion of our total sales in the future,
changes in foreign currency exchange rates may have a
potentially greater impact on our revenue and operating results.
Cost of
Revenue
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Cost of revenue
|
$ | 1,045 | $ | (60 | ) | (5 | )% | $ | 1,105 | $ | (122 | ) | (10 | )% | $ | 1,227 | ||||||||||||
|
Gross margin
|
83 | % | 82 | % | 80 | % | ||||||||||||||||||||||
Cost of revenue consists primarily of the amortization of
acquired product rights, fee-based technical support costs,
fulfillment costs, costs of billable services, payments to OEMs
under revenue-sharing arrangements, manufacturing, direct
material costs, and royalties paid to third parties under
technology licensing agreements.
Cost of revenue decreased for fiscal 2011 compared to fiscal
2010, and for fiscal 2010 compared to fiscal 2009, primarily due
to a decrease in amortization of certain acquired product rights
related to our acquisition of Veritas in the first quarter of
fiscal 2010 and fiscal 2011. The decrease for fiscal 2011
compared to fiscal 2010 was partially offset by increases in
costs related to our fiscal 2011 acquisitions, fee-based
technical support, and fulfillment costs.
Cost
of content, subscription, and maintenance
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Cost of content, subscription, and maintenance
|
$ | 903 | $ | 54 | 6 | % | $ | 849 | $ | 9 | 1 | % | $ | 840 | ||||||||||||||
|
As a percentage of related revenue
|
17 | % | 17 | % | 17 | % | ||||||||||||||||||||||
Cost of content, subscription, and maintenance consists
primarily of fee-based technical support costs, costs of
billable services, and payments to OEMs under revenue-sharing
agreements.
39
Table of Contents
Cost of content, subscription, and maintenance increased for
fiscal 2011, as compared to fiscal 2010, due to increases in
fee-based technical support and fulfillment costs. Cost of
content, subscription, and maintenance as a percentage of
related revenue remained consistent for fiscal 2011, as compared
to fiscal 2010.
Cost of content, subscription, and maintenance as a percentage
of related revenue remained relatively consistent for fiscal
2010, as compared to fiscal 2009, as increases in royalty,
technical support and fulfillment costs were partially offset by
decreases in services and distribution costs for the respective
periods.
Cost
of license
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Cost of license
|
$ | 27 | $ | 5 | 23 | % | $ | 22 | $ | (13 | ) | (37 | )% | $ | 35 | |||||||||||||
|
As a percentage of related revenue
|
3 | % | 2 | % | 3 | % | ||||||||||||||||||||||
Cost of license consists primarily of royalties paid to third
parties under technology licensing agreements, manufacturing and
direct material costs.
Cost of license remained consistent as a percentage of the
related revenue for fiscal 2011 as compared to fiscal 2010, and
for fiscal 2010, as compared to fiscal 2009.
Amortization
of acquired product rights
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Amortization of acquired product rights
|
$ | 115 | $ | (119 | ) | (51 | )% | $ | 234 | $ | (118 | ) | (34 | )% | $ | 352 | ||||||||||||
|
Percentage of total net revenue
|
2 | % | 4 | % | 6 | % | ||||||||||||||||||||||
Acquired product rights are comprised of developed technologies
and patents from acquired companies. The decrease in
amortization for fiscal 2011, as compared to fiscal 2010, was
primarily due to certain acquired product rights related to our
acquisition of Veritas becoming fully amortized during the first
quarters of fiscal 2010 and fiscal 2011. This decrease was
partially offset by additional amortization from product rights
acquired from VeriSign, PGP, and GuardianEdge during fiscal 2011.
The decrease in amortization for fiscal 2010, as compared to
fiscal 2009, was primarily due to certain acquired product
rights from our acquisition of Veritas becoming fully amortized
during the first quarter of our fiscal 2010. This decrease was
partially offset by additional amortization from product rights
acquired from SwapDrive, PC Tools, and MessageLabs during fiscal
2009.
Operating
Expenses
Operating
expenses overview
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Sales and marketing expense
|
$ | 2,622 | $ | 255 | 11 | % | $ | 2,367 | $ | (19 | ) | (1 | )% | $ | 2,386 | |||||||||||||
|
Percentage of total net revenue
|
42 | % | 40 | % | 39 | % | ||||||||||||||||||||||
|
Research and development expense
|
$ | 862 | $ | 5 | 1 | % | $ | 857 | $ | (13 | ) | (1 | )% | $ | 870 | |||||||||||||
|
Percentage of total net revenue
|
14 | % | 14 | % | 14 | % | ||||||||||||||||||||||
|
General and administrative expense
|
$ | 390 | $ | 38 | 11 | % | $ | 352 | $ | 9 | 3 | % | $ | 343 | ||||||||||||||
|
Percentage of total net revenue
|
6 | % | 6 | % | 6 | % | ||||||||||||||||||||||
Sales and marketing expense increased for fiscal 2011, as
compared to fiscal 2010, primarily due to our fiscal 2011
acquisitions, higher sales commissions associated with increased
deferred revenue in fiscal 2011, and increased costs associated
with the deployment of our new proprietary eCommerce platform.
40
Table of Contents
Sales and marketing expense remained relatively flat during
fiscal 2010 as compared to fiscal 2009. Fiscal 2010 sales and
marketing expense reflects the impact of our prior year
restructuring plan, partially offset by increases in headcount
related expenses from our fiscal 2009 acquisitions and increases
in Consumer OEM placement fees and costs associated with the
development and operations of our new proprietary eCommerce
platform.
Research and development expense remained relatively flat as a
percentage of revenue in fiscal 2011, 2010, and 2009.
General and administrative expense increased for fiscal 2011, as
compared to fiscal 2010, primarily due to our fiscal 2011
acquisitions. As a percentage of revenue, general and
administrative expense remained flat in fiscal 2011, 2010, and
2009.
Amortization
of other purchased intangible assets
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Amortization of other purchased intangible assets
|
$ | 270 | $ | 23 | 9 | % | $ | 247 | $ | 14 | 6 | % | $ | 233 | ||||||||||||||
|
Percentage of total net revenue
|
4 | % | 4 | % | 4 | % | ||||||||||||||||||||||
Other purchased intangible assets are comprised of customer
relationships and tradenames. The increase in amortization of
other purchased intangible assets for fiscal 2011, as compared
to fiscal 2010, was primarily due to our acquisition of
VeriSign’s identity and authentication business. As a
percentage of net revenue, amortization of other purchased
intangible assets remained relatively consistent for fiscal
2011, as compared to fiscal 2010.
Amortization for fiscal 2010, as compared to fiscal 2009,
increased as a result of our fiscal 2009 acquisitions. As a
percentage of net revenue, amortization of other purchased
intangible assets remained relatively consistent for fiscal 2010
compared to fiscal 2009.
Restructuring
and transition
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Severance
|
$ | 47 | $ | 56 | $ | 64 | ||||||||||||||||||||||
|
Facilities
|
27 | 10 | 11 | |||||||||||||||||||||||||
|
Transition and other costs
|
18 | 28 | 21 | |||||||||||||||||||||||||
|
Restructuring and transition
|
$ | 92 | $ | (2 | ) | (2 | )% | $ | 94 | $ | (2 | ) | (2 | )% | $ | 96 | ||||||||||||
|
Percentage of total net revenue
|
1 | % | 2 | % | 2 | % | ||||||||||||||||||||||
The restructuring and transition charges for fiscal 2011
primarily consisted of severance and facilities charges related
to the 2011 Restructuring Plan (“2011 Plan”), the 2010
Restructuring Plan (“2010 Plan”), and transition costs
related to certain back office functions.
Total remaining costs are estimated to range from
$10 million to $18 million, primarily for the 2011
Plan and 2010 Plan. For further information on restructuring,
see Note 7 of the Notes to Consolidated Financial
Statements.
41
Table of Contents
Impairment
of intangible assets and goodwill and Loss and impairment of
assets held for sale
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Impairment of intangible assets and goodwill
|
$ | 27 | $ | 27 | NA | $ | — | $ | (7,419 | ) | 100 | % | $ | 7,419 | ||||||||||||||
|
Percentage of total net revenue
|
0 | % | 0 | % | 121 | % | ||||||||||||||||||||||
|
Loss and impairment of assets held for sale
|
$ | 2 | $ | (28 | ) | (93 | )% | $ | 30 | $ | (16 | ) | (35 | )% | $ | 46 | ||||||||||||
|
Percentage of total net revenue
|
0 | % | 1 | % | 1 | % | ||||||||||||||||||||||
During fiscal 2011, we recorded an impairment of
$27 million which reduced the gross carrying value of
indefinite-lived tradenames. This impairment charge was due to
reductions in expected future cash flows for certain
indefinite-lived tradenames related to the Consumer segment.
This impairment charge was recorded within Impairment of
intangible assets and goodwill on the Consolidated Statements of
Operations.
During fiscal 2010 and 2009, we recognized impairments of
$20 million and $46 million, respectively, on certain
land and buildings classified as held for sale. The impairments
were recorded in accordance with the authoritative guidance that
requires a long-lived asset classified as held for sale to be
measured at the lower of its carrying amount or fair value, less
cost to sell. Also, in fiscal 2010, we sold assets for
$42 million which resulted in losses of $10 million.
We sold properties in fiscal 2009 for $40 million with an
immaterial loss.
During fiscal 2009, we concluded that there were impairment
indicators, including the challenging economic environment and a
decline in our market capitalization, which required us to
perform an interim goodwill impairment analysis. As a result, we
incurred a total impairment charge of $7.4 billion for
fiscal 2009.
Non-operating
income and expense
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Interest income
|
$ | 10 | $ | 6 | $ | 37 | ||||||||||||||||||||||
|
Interest expense
|
(143 | ) | (129 | ) | (125 | ) | ||||||||||||||||||||||
|
Other (expense) income, net
|
(2 | ) | 55 | 8 | ||||||||||||||||||||||||
|
Loss on early extinguishment of debt
|
(16 | ) | — | — | ||||||||||||||||||||||||
|
Total
|
$ | (151 | ) | $ | (83 | ) | 122 | % | $ | (68 | ) | $ | 12 | (15 | )% | $ | (80 | ) | ||||||||||
|
Percentage of total net revenue
|
(2 | )% | (1 | )% | (1 | )% | ||||||||||||||||||||||
The increase in interest expense during fiscal 2011, as compared
to fiscal 2010, is due to the Senior Notes issued in the second
quarter of fiscal 2011. Other (expense) income, net for fiscal
2011 includes a $21 million loss from the liquidation of
certain foreign legal entities, partially offset by a realized
gain on marketable securities. Other (expense) income, net for
fiscal 2010 included net gains of $47 million from the
liquidation of certain foreign legal entities. The Loss on early
extinguishment of debt of $16 million was due to the
repurchase of $500 million of aggregate principal amount of
the 0.75% Notes due on June 15, 2011. See Note 6
of the Notes to Consolidated Financial Statements.
The decrease in interest income during fiscal 2010, as compared
to fiscal 2009, was due to a lower average yield on our invested
cash and short-term investment balances. Interest expense for
fiscal 2010, as compared to fiscal 2009, remained relatively
consistent. Other (expense) income, net for fiscal 2010 included
net gains of $47 million from the liquidation of certain
foreign legal entities. The liquidations resulted in the release
of cumulative translation adjustments from accumulated other
comprehensive income related to these entities.
42
Table of Contents
Provision
for income taxes
| Fiscal | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| ($ in millions) | ||||||||||||
|
Provision for income taxes
|
$ | 105 | $ | 112 | $ | 183 | ||||||
|
Effective tax rate on earnings
|
14 | % | 13 | % | (3 | )% | ||||||
Our effective tax rate was approximately 14%, 13%, and (3)% in
fiscal 2011, fiscal 2010, and 2009, respectively.
The tax expense in fiscal 2011 was reduced by the following
benefits: (1) $49 million arising from the Veritas v
Commissioner Tax Court decision further discussed below,
(2) $15 million from the reduction of our valuation
allowance for certain deferred tax assets, and
(3) $21 million tax benefit from lapses of statutes of
limitation, and (4) $7 million tax benefit from the
conclusion of U.S. and foreign audits.
The tax expense in fiscal 2010 was significantly reduced by the
following benefits: (1) $79 million tax benefit
arising from the Veritas v. Commissioner Tax Court
decision, (2) $11 million tax benefit from the
reduction of our valuation allowance for certain deferred tax
assets, (3) $17 million tax benefit from lapses of
statutes of limitation, (4) $9 million tax benefit
from the conclusion of U.S. and foreign audits,
(5) $7 million tax benefit to adjust taxes provided in
prior periods, and (6) $6 million tax benefit from
current year discrete events. The change in the valuation
allowance follows discussions with Irish Revenue in the third
quarter of fiscal 2010, the result of which accelerates the
timing of the use of certain Irish tax loss carryforwards in the
future. The tax expense in fiscal 2009 was materially impacted
by the inclusion of a $56 million tax benefit associated
with the $7.0 billion impairment of goodwill in the third
quarter of fiscal 2009.
The effective tax rates for all periods presented otherwise
reflects the benefits of lower-taxed foreign earnings and losses
from our joint venture with Huawei Technologies Co., Limited,
domestic manufacturing incentives, and research and development
credits, partially offset by state income taxes. Substantially
all of the foreign earnings were generated by subsidiaries in
Ireland and Singapore.
As a result of the impairment of goodwill in fiscal 2009, we
have cumulative pre-tax book losses, as measured by the current
and prior two years. We considered the negative evidence of this
cumulative pre-tax book loss position on our ability to continue
to recognize deferred tax assets that are dependent upon future
taxable income for realization. Levels of future taxable income
are subject to the various risks and uncertainties discussed in
Part I, Item 1A, Risk Factors, set forth in
this annual report. We considered the following as positive
evidences: the vast majority of the goodwill impairment is not
deductible for tax purposes and thus will not result in tax
losses; we have a strong, consistent taxpaying history; we have
substantial U.S. federal income tax carryback potential;
and we have substantial amounts of scheduled future reversals of
taxable temporary differences from our deferred tax liabilities.
We have concluded that these positive evidences outweigh the
negative evidence and, thus, that the deferred tax assets as of
April 1, 2011of $536 million, after application of the
valuation allowances, are realizable on a “more likely than
not” basis.
On March 29, 2006, we received a Notice of Deficiency from
the IRS claiming that we owe $867 million of additional
taxes, excluding interest and penalties, for the 2000 and 2001
tax years based on an audit of Veritas. On June 26, 2006,
we filed a petition with the U.S. Tax Court, Veritas v
Commissioner, protesting the IRS claim for such additional
taxes. During July 2008, we completed the trial phase of the Tax
Court case, which dealt with the remaining issue covered in the
assessment. At trial, the IRS changed its position with respect
to this remaining issue, which decreased the remaining amount at
issue from $832 million to $545 million, excluding
interest.
On December 10, 2009, the U.S. Tax Court issued its
opinion, finding that our transfer pricing methodology, with
appropriate adjustments, was the best method for assessing the
value of the transaction at issue between Veritas and its
offshore subsidiary. The Tax Court judge provided guidance as to
how adjustments would be made to correct the application of the
method used by Veritas. We remeasured and decreased our
liability for unrecognized tax benefits accordingly, resulting
in a $79 million tax benefit in the third quarter of fiscal
2010. In June 2010, we reached an agreement with the IRS
concerning the amount of the adjustment related to the
U.S. Tax Court decision. As a result of the agreement, we
further reduced our liability for unrecognized tax benefits,
resulting in an additional
43
Table of Contents
$39 million tax benefit in the first quarter of fiscal
2011. In March 2011, we reached agreement with Irish Revenue
concerning compensating adjustments arising from this matter,
resulting in an additional $10 million tax benefit in the
fourth quarter of fiscal 2011. This matter has now been closed
and no further adjustments to the accrued liability are
warranted.
On December 2, 2009, we received a Revenue Agent’s
Report from the IRS for the Veritas 2002 through 2005 tax years
assessing additional taxes due. We agree with $30 million
of the tax assessment, excluding interest, but will contest the
other $80 million of tax assessed and all penalties. The
unagreed issues concern transfer pricing matters comparable to
the one that was resolved in our favor in the Veritas v.
Commissioner Tax Court decision. On January 15, 2010 we
filed a protest with the IRS in connection with the
$80 million of tax assessed. On September 28, 2010,
the case was formally accepted into the IRS Appeals process for
consideration. This matter remains outstanding.
We continue to monitor the progress of ongoing tax controversies
and the impact, if any, of the expected tolling of the statute
of limitations in various taxing jurisdictions.
Loss
from joint venture
|
Fiscal |
2011 vs. 2010 |
Fiscal |
2010 vs. 2009 |
Fiscal |
||||||||||||||||||||||||
| 2011 | $ | % | 2010 | $ | % | 2009 | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||
|
Loss from joint venture
|
$ | 31 | $ | (8 | ) | (21 | )% | $ | 39 | $ | (14 | ) | (26 | )% | $ | 53 | ||||||||||||
|
Percentage of total net revenue
|
1 | % | 1 | % | 1 | % | ||||||||||||||||||||||
On February 5, 2008, Symantec formed Huawei-Symantec,
Technologies Co., Limited (“joint venture”) with a
subsidiary of Huawei Technologies Co., Limited
(“Huawei”). The joint venture is domiciled in Hong
Kong with principal operations in Chengdu, China. The joint
venture develops, manufactures, markets and supports security
and storage appliances for global telecommunications carriers
and enterprise customers.
For fiscal 2011, we recorded a loss of approximately
$31 million related to our share of the joint
venture’s net loss incurred for the period from
January 1, 2010 to December 31, 2010. For fiscal 2010,
we recorded a loss of approximately $39 million related to
our share of the joint venture’s net loss incurred for the
period from January 1, 2009 to December 31, 2009. For
fiscal 2009, we recorded a loss of approximately
$53 million related to our share of the joint
venture’s net loss incurred for the period from
February 5, 2008 (its date of inception) to
December 31, 2008.
Loss
attributable to noncontrolling interest
In fiscal 2011, we completed the acquisition of the identity and
authentication business of VeriSign, Inc.
(“VeriSign”), including a controlling interest in its
subsidiary VeriSign Japan K.K. (“VeriSign Japan”), a
publicly traded company on the Tokyo Stock Exchange. Given the
Company’s majority ownership interest of approximately 54%
in VeriSign Japan, the accounts of VeriSign Japan have been
consolidated with the accounts of the Company, and a
noncontrolling interest has been recorded for the noncontrolling
investors’ interests in the equity and operations of
VeriSign Japan. For fiscal 2011, the loss attributable to the
noncontrolling interest in VeriSign Japan was $4 million.
LIQUIDITY
AND CAPITAL RESOURCES
Sources
of Cash
We have historically relied on cash flow from operations,
borrowings under a credit facility, and issuances of debt and
equity securities for our liquidity needs. As of April 1,
2011, we had cash and cash equivalents of $3 billion
resulting in a net liquidity position of approximately
$4 billion, which is defined as cash and cash equivalents
and unused availability of the credit facility.
44
Table of Contents
Senior Notes. In the second quarter of fiscal
2011, we issued $350 million in principal amount of
2.75% Notes due September 15, 2015 and
$750 million in principal amount of 4.20% Notes due
September 15, 2020, for an aggregate principal amount of
$1.1 billion.
Revolving Credit Facility. In the second
quarter of fiscal 2011, we also entered into a $1 billion
senior unsecured revolving credit facility that expires in
September 2014. Under the terms of this credit facility, we must
comply with certain financial and non-financial covenants,
including a covenant to maintain a specified ratio of debt to
EBITDA (earnings before interest, taxes, depreciation and
amortization). As of April 1, 2011, we were in compliance
with all required covenants, and there was no outstanding
balance on the credit facility.
In addition, in the second quarter of fiscal 2011, we terminated
our previous $1 billion senior unsecured revolving credit
facility that we entered into in July 2006. At the time of
termination, there was no outstanding balance on the credit
facility. The original expiration date for this credit facility
was July 2011.
We believe that our existing cash and investment balances, our
borrowing capacity, our ability to issue new debt instruments,
and cash generated from operations will be sufficient to meet
our working capital and capital expenditures requirements for at
least the next 12 months.
Uses of
Cash
Our principal cash requirements include working capital, capital
expenditures and payments of principal and interest on our debt
and taxes. In addition, we regularly evaluate our ability to
repurchase stock and acquire other businesses.
Acquisition-related. In fiscal 2011, we
acquired the identity and authentication business of VeriSign,
as well as PGP, GuardianEdge and two other companies for an
aggregate amount of $1.5 billion, net of cash acquired. In
fiscal 2010, we acquired two companies for an aggregate payment
of $31 million, net of cash acquired. For fiscal 2009, we
acquired MessageLabs, PC Tools, SwapDrive, and several other
companies for an aggregate payment of $1.1 billion, net of
cash acquired.
Convertible Senior Notes. In June 2006, we
issued $1.1 billion principal amount of 0.75% Notes
due June 15, 2011, and $1.0 billion principal amount
of 1.00% Notes due June 15, 2013, to initial
purchasers in a private offering for resale to qualified
institutional buyers pursuant to SEC Rule 144A. In fiscal
2011, we repurchased $500 million of aggregate principal
amount of our 0.75% Notes in privately negotiated
transactions for approximately $510 million. Concurrently
with the repurchase, we sold a proportionate share of the note
hedges that we entered into at the time of the issuance of the
Convertible Senior Notes back to the note hedge counterparties
for approximately $13 million. The net cost of the
repurchase of the 0.75% Notes and the concurrent sale of
the note hedges was $497 million in cash. We did not pay
any amount of the 0.75% Notes or the 1.00% Notes other
than the related interest costs in either of fiscal 2010 or 2009.
Stock Repurchases. We repurchased
57 million, 34 million, and 42 million shares for
$872 million, $553 million, and $700 million
during fiscal 2011, 2010, and 2009, respectively. As of
April 1, 2011, we had $877 million remaining under the
plan authorized for future repurchases.
Cash
Flows
The following table summarizes, for the periods indicated,
selected items in our Consolidated Statements of Cash Flows:
| Fiscal | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions) | ||||||||||||
|
Net cash provided by (used in):
|
||||||||||||
|
Operating activities
|
$ | 1,794 | $ | 1,693 | $ | 1,671 | ||||||
|
Investing activities
|
(1,760 | ) | (65 | ) | (961 | ) | ||||||
|
Financing activities
|
(184 | ) | (441 | ) | (677 | ) | ||||||
45
Table of Contents
Operating
Activities
Net cash provided by operating activities was $1.8 billion
for fiscal 2011, which resulted from net income of
$593 million adjusted for non-cash items, including
depreciation and amortization charges of $743 million and
stock-based compensation expense of $145 million, and an
increase in deferred revenue of $442 million. These amounts
were partially offset by a decrease in income taxes payable of
$128 million.
Net cash provided by operating activities was $1.7 billion
for fiscal 2010, which resulted from net income of
$714 million adjusted for non-cash items, including
depreciation and amortization charges of $837 million and
stock-based compensation expense of $155 million. These
amounts were partially offset by a decrease in income taxes
payable of $95 million primarily related to the outcome of
the Veritas v. Commissioner Tax Court decision; see
Note 12 of the Notes to Consolidated Financial Statements.
Net cash provided by operating activities was $1.7 billion
for fiscal 2009, which resulted from non-cash charges related to
depreciation and amortization expenses of $933 million and
the $7.4 billion goodwill impairment charge offset by the
net loss of $6.8 billion.
Investing
Activities
Net cash used in investing activities of $1.8 billion for
fiscal 2011 was due to $1.5 billion of payments for our
fiscal 2011 acquisitions, net of cash acquired, and
$268 million paid for capital expenditures.
Net cash used in investing activities was $65 million for
fiscal 2010 and was primarily due to $248 million paid for
capital expenditures, partially offset by net proceeds from the
sale of
available-for-sale
securities of $190 million.
Net cash used in investing activities was $1.0 billion for
fiscal 2009 and was primarily due to an aggregate payment of
$1.1 billion in cash for acquisitions, net of cash
acquired, and $272 million paid for capital expenditures,
partially offset by net proceeds of $336 million from the
sale of short-term investments which were used to partially fund
acquisitions.
Financing
Activities
Net cash used in financing activities of $184 million for
fiscal 2011 was primarily due to repurchases of common stock of
$872 million and repurchases of long-term debt of
$510 million, partially offset by proceeds from debt
issuance, net of discount, of $1.1 billion and net proceeds
from sales of common stock through employee stock plans of
$122 million.
Net cash used in financing activities of $441 million for
fiscal 2010 was due to repurchases of common stock of
$553 million, partially offset by net proceeds from sales
of common stock through employee stock plans of
$124 million.
Net cash used in financing activities was $677 million for
fiscal 2009 and was primarily due to repurchases of common stock
of $700 million and the repayment of $200 million on
our revolving credit facility, partially offset by net proceeds
from sales of common stock through employee stock plans of
$229 million.
As of April 1, 2011, $1.6 billion of the
$3 billion of cash, cash equivalents, and marketable
securities was held by our foreign subsidiaries. We have
provided U.S. deferred taxes on a portion of our
undistributed foreign earnings sufficient to address the
incremental U.S. tax that would be due if we needed these
funds for our operations in the U.S.
46
Table of Contents
Contractual
Obligations
The following is a schedule by years of our significant
contractual obligations as of April 1, 2011:
| Payments Due by Period | ||||||||||||||||||||||||
|
Fiscal 2013 |
Fiscal 2015 |
Fiscal 2017 |
||||||||||||||||||||||
| Total | Fiscal 2012 | and 2014 | and 2016 | and Thereafter | Other | |||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||
|
Senior
Notes(1)
|
$ | 1,100 | $ | — | $ | — | $ | 350 | $ | 750 | $ | — | ||||||||||||
|
Interest payments on Senior
Notes(1)
|
342 | 41 | 82 | 77 | 142 | — | ||||||||||||||||||
|
Convertible Senior
Notes(2)
|
1,600 | 600 | 1,000 | — | — | — | ||||||||||||||||||
|
Interest payments on Convertible Senior
Notes(2)
|
27 | 12 | 15 | — | — | — | ||||||||||||||||||
|
Purchase
obligations(3)
|
373 | 334 | 39 | — | — | — | ||||||||||||||||||
|
Operating
leases(4)
|
408 | 94 | 145 | 79 | 90 | — | ||||||||||||||||||
|
Norton royalty
agreement(5)
|
2 | 2 | — | — | — | — | ||||||||||||||||||
|
Uncertain tax
positions(6)
|
361 | — | — | — | — | 361 | ||||||||||||||||||
|
Total contractual obligations
|
$ | 4,213 | $ | 1,083 | $ | 1,281 | $ | 506 | $ | 982 | $ | 361 | ||||||||||||
| (1) | In the second quarter of fiscal 2011, we issued $350 million in principal amount of 2.75% Notes due September 15, 2015 and $750 million in principal amount of 4.20% Notes due September 15, 2020. Interest payments were calculated based on terms of the related notes. For further information on the Senior Notes, see Note 6 of the Notes to Consolidated Financial Statements. | |
| (2) | In the first quarter of fiscal 2007, we issued $1.1 billion in principal amount of 0.75% Notes due June 15, 2011 and $1.0 billion in principal amount of 1.00% Notes due June 15, 2013. In the second quarter of fiscal 2011, we repurchased $500 million of aggregate principal amount of our 0.75% Notes. Interest payments were calculated based on terms of the related notes. For further information on the Convertible Senior Notes, see Note 6 of the Notes to Consolidated Financial Statements. | |
| (3) | These amounts are associated with agreements for purchases of goods or services generally including agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. The table above also includes agreements to purchase goods or services that have cancellation provisions requiring little or no payment. The amounts under such contracts are included in the table above because management believes that cancellation of these contracts is unlikely and we expect to make future cash payments according to the contract terms or in similar amounts for similar materials. | |
| (4) | We have entered into various noncancelable operating lease agreements that expire on various dates through 2029. The amounts in the table above include $32 million in exited or excess facility costs related to restructuring activities, excluding expected sublease income. | |
| (5) | In June 2007, we amended an existing royalty agreement with Peter Norton for the licensing of certain publicity rights. As a result, we recorded a long-term liability reflecting the net present value of expected future royalty payments due to Mr. Norton. | |
| (6) | As of April 1, 2011, we reflected $361 million in long term taxes payable related to uncertain tax positions. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years beyond the next twelve months due to uncertainties in the timing of the commencement and settlement of potential tax audits and controversies. |
Indemnifications
As permitted under Delaware law, we have agreements whereby we
indemnify our officers and directors for certain events or
occurrences while the officer or director is, or was, serving at
our request in such capacity. The maximum potential amount of
future payments we could be required to make under these
indemnification agreements is not limited; however, we have
directors’ and officers’ insurance coverage that
reduces our exposure
47
Table of Contents
and may enable us to recover a portion of any future amounts
paid. We believe the estimated fair value of these
indemnification agreements in excess of applicable insurance
coverage is minimal.
We provide limited product warranties and the majority of our
software license agreements contain provisions that indemnify
licensees of our software from damages and costs resulting from
claims alleging that our software infringes the intellectual
property rights of a third party. Historically, payments made
under these provisions have been immaterial. We monitor the
conditions that are subject to indemnification to identify if a
loss has occurred.
Recently
Issued and Adopted Authoritative Guidance
In the first quarter of fiscal 2011, we adopted new
authoritative guidance which changes the model for determining
whether an entity should consolidate a variable interest entity
(“VIE”). The standard replaces the quantitative-based
risks and rewards calculation for determining which enterprise
has a controlling financial interest in a VIE with an approach
focused on identifying which enterprise has the power to direct
the activities of a VIE and the obligation to absorb losses of
the entity or the right to receive the entity’s residual
returns. The adoption of this guidance did not have an impact on
our consolidated financial statements for fiscal 2011.
In the fourth quarter of fiscal 2011, updated authoritative
guidance was issued to modify Step 1 of the goodwill impairment
test for reporting units with zero or negative carrying amounts.
For those reporting units, an entity is required to perform Step
2 of the goodwill impairment test if it is more likely than not
that a goodwill impairment exists. In determining whether it is
more likely than not that a goodwill impairment exists, we will
need to consider whether there are any adverse qualitative
factors indicating that an impairment may exist. The adoption of
this guidance will be effective beginning April 2, 2011,
the first quarter of our fiscal 2012. The updated guidance may
require us to perform the Step 2 for our Services reporting unit
upon adoption. The adoption of this guidance could potentially
result in an impairment of the goodwill recorded in the Services
reporting unit of up to $19 million.
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk |
We are exposed to various market risks related to fluctuations
in interest rates, foreign currency exchange rates, and equity
prices. We may use derivative financial instruments to mitigate
certain risks in accordance with our investment and foreign
exchange policies. We do not use derivatives or other financial
instruments for trading or speculative purposes.
Interest
Rate Risk
Our exposure to interest rate risk relates primarily to our
short-term investment portfolio and the potential losses arising
from changes in interest rates. Our investment objective is to
achieve the maximum return compatible with capital preservation
and our liquidity requirements. Our strategy is to invest our
cash in a manner that preserves capital, maintains sufficient
liquidity to meet our cash requirements, maximizes yields
consistent with approved credit risk, and limits inappropriate
concentrations of investment by sector, credit, or issuer. We
classify our cash equivalents and short-term investments in
accordance with the authoritative guidance on investments. We
consider investments in instruments purchased with an original
maturity of 90 days or less to be cash equivalents. We
classify our short-term investments as
available-for-sale.
Short-term investments consist of marketable debt or equity
securities with original maturities in excess of 90 days.
Our cash equivalents and short-term investment portfolios
consist primarily of money market funds, commercial paper,
corporate debt securities, and U.S. government and
government-sponsored debt securities. Our short-term investments
do not include equity investments in privately held companies.
Our short-term investments are reported at fair value with
unrealized gains and losses, net of tax, included in Accumulated
other comprehensive income within Stockholders’ equity in
the Consolidated Balance Sheets. The amortization of premiums
and discounts on the investments, realized gains and losses, and
declines in value judged to be
other-than-temporary
on
available-for-sale
securities are included in Other income, net in the Consolidated
Statements of Operations. We use the specific identification
method to determine cost in calculating realized gains and
losses upon the sale of short-term investments.
48
Table of Contents
The following table presents the fair value and hypothetical
changes in fair values on short-term investments sensitive to
changes in interest rates:
|
Value of Securities |
||||||||||||||||||||||||
|
Value of Securities Given an |
Given an Interest |
|||||||||||||||||||||||
|
Interest Rate Increase of |
Rate Decrease of X |
|||||||||||||||||||||||
| X Basis Points (bps) |
Fair Value |
Basis Points (bps) | ||||||||||||||||||||||
| 150 bps | 100 bps | 50 bps | As of | (25 bps) | (75 bps) | |||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||
|
April 1, 2011
|
$ | 5 | $ | 5 | $ | 5 | $ | 5 | $ | 5 | * | |||||||||||||
|
April 2, 2010
|
$ | 10 | $ | 10 | $ | 10 | $ | 10 | $ | 10 | * | |||||||||||||
| * | Amount not applicable |
The modeling technique used above measures the change in fair
market value arising from selected potential changes in interest
rates. Market changes reflect immediate hypothetical parallel
shifts in the yield curve of plus 150 bps, plus
100 bps, plus 50 bps, and minus 25 bps.
As of April 1, 2011, we had $1.1 billion in principal
amount of fixed-rate Senior Notes outstanding, with a carrying
amount of $1.1 billion and a fair value of
$1.05 billion, which fair value is based on market prices.
As of April 1, 2011, a hypothetical 50 BPS increase or
decrease in market interest rates would change the fair value of
the fixed-rate debt by a decrease of approximately
$34 million and an increase of approximately
$35 million, respectively. However, this hypothetical
change in interest rates would not impact the interest expense
on the fixed-rate debt.
Foreign
Currency Exchange Rate Risk
We conduct business in 43 currencies through our worldwide
operations and, as such, we are exposed to foreign currency
risk. Foreign currency risks are associated with our cash and
cash equivalents, investments, receivables, and payables
denominated in foreign currencies. Fluctuations in exchange
rates will result in foreign exchange gains and losses on these
foreign currency assets and liabilities and are included in
Other income, net. Our objective in managing foreign exchange
activity is to preserve stockholder value by minimizing the risk
of foreign currency exchange rate changes. Our strategy is to
primarily utilize forward contracts to hedge foreign currency
exposures. Under our program, gains and losses in our foreign
currency exposures are offset by losses and gains on our forward
contracts. Our forward contracts generally have terms of one to
six months. At the end of the reporting period, open contracts
are
marked-to-market
with unrealized gains and losses included in Other income, net.
The following table presents a sensitivity analysis on our
foreign forward exchange contract portfolio using a statistical
model to estimate the potential gain or loss in fair value that
could arise from hypothetical appreciation or depreciation of
foreign currency:
|
Value of Contracts |
Value of Contracts |
|||||||||||||||||||
|
Given X% |
Given X% |
|||||||||||||||||||
|
Appreciation of |
Depreciation of |
|||||||||||||||||||
|
Foreign |
Foreign |
|||||||||||||||||||
| Currency |
Notional |
Currency | ||||||||||||||||||
|
Foreign Forward Exchange Contracts
|
10% | 5% | Amount | (5)% | (10)% | |||||||||||||||
| (In millions) | ||||||||||||||||||||
|
Purchased, April 1, 2011
|
$ | 217 | $ | 208 | $ | 199 | $ | 188 | $ | 177 | ||||||||||
|
Sold, April 1, 2011
|
$ | 271 | $ | 283 | $ | 298 | $ | 313 | $ | 331 | ||||||||||
|
Purchased, April 2, 2010
|
$ | 217 | $ | 209 | $ | 199 | $ | 189 | $ | 177 | ||||||||||
|
Sold, April 2, 2010
|
$ | 236 | $ | 248 | $ | 260 | $ | 274 | $ | 289 | ||||||||||
Equity
Price Risk
In June 2006, we issued $1.1 billion in principal amount of
0.75% Notes and $1.0 billion in principal amount of
1.00% Notes. We received proceeds of $2.1 billion from
the 0.75% Notes and 1.00% Notes and incurred net
transaction costs of approximately $33 million, of which
$9 million was allocated to equity and the remainder
49
Table of Contents
allocated proportionately to the 0.75% Notes and
1.00% Notes. The 0.75% Notes and 1.00% Notes were
each issued at par and bear interest at 0.75% and 1.00% per
annum, respectively. Interest is payable semiannually in arrears
on June 15 and December 15. Concurrent with the issuance of
the 0.75% Notes and 1.00% Notes, the Company entered
into note hedge transactions with affiliates of certain initial
purchasers whereby the Company has the option to purchase up to
110 million shares of Symantec common stock at a price of
$19.12 per share. The cost of the note hedge transactions was
approximately $592 million.
In September 2010, we repurchased $500 million aggregate
principal amount of our 0.75% Notes. Concurrently with this
repurchase, we sold a proportionate share of the initial note
hedges back to the note hedge counterparties for approximately
$13 million. These transactions resulted in a loss from
extinguishment of debt of approximately $16 million, which
represents the difference between book value of the notes net of
the remaining unamortized discount prior to repurchase and the
fair value of the liability component of the notes upon
repurchase. The net cost of the repurchase of the
0.75% Notes and the concurrent sale of the note hedges was
$497 million in cash.
The Convertible Senior Notes have a fixed annual interest rate
and therefore, we do not have economic interest rate exposure on
the Convertible Senior Notes. However, the values of the
Convertible Senior Notes are exposed to interest rate risk.
Generally, the fair market value of our fixed interest rate
Convertible Senior Notes will increase as interest rates fall
and decrease as interest rates rise. In addition, the fair
values of our Convertible Senior Notes are affected by our stock
price. The carrying value of the 0.75% Notes was
$596 million as of April 1, 2011. This represents the
liability component of the $600 million principal balance
as of April 1, 2011. The total estimated fair value of our
0.75% Notes at April 1, 2011 was $618 million and
the fair value was determined based on the closing trading price
per $100 of the 0.75% Notes as of the last day of trading
for the fourth quarter of fiscal 2011, which was $103.00. The
carrying value of the 1.00% Notes was $890 million as
of April 1, 2011. This represents the liability component
of the $1.0 billion principal balance as of April 1,
2011. The total estimated fair value of our 1.00% Notes at
April 1, 2011 was $1.2 billion and the fair value was
determined based on the closing trading price per $100 of the
1.00% Notes as of the last day of trading for the fourth
quarter of fiscal 2011, which was $120.81.
For business and strategic purposes, we also hold equity
interests in several privately held companies, many of which can
be considered to be in the
start-up or
development stages. These investments are inherently risky and
we could lose a substantial part or our entire investment in
these companies. These investments are recorded at cost and
classified as Other long-term assets in the Consolidated Balance
Sheets. As of April 1, 2011, these investments had an
aggregate carrying value of $30 million.
50
Table of Contents
| Item 8. | Financial Statements and Supplementary Data |
Annual
Financial Statements
The consolidated financial statements and related disclosures
included in Part IV, Item 15 of this annual report are
incorporated by reference into this Item 8.
Selected
Quarterly Financial Data
| Fiscal 2011 | Fiscal 2010 | |||||||||||||||||||||||||||||||
|
Apr. 1, |
Dec. 31, |
Oct. 1, |
Jul. 2, |
Apr. 2, |
Jan. 1, |
Oct. 2, |
Jul. 3, |
|||||||||||||||||||||||||
| 2011 | 2010 | 2010 | 2010 | 2010 | 2010(a) | 2009(a) | 2009 (a) | |||||||||||||||||||||||||
| As Adjusted | As Adjusted | As Adjusted | ||||||||||||||||||||||||||||||
| (In millions, except per share data) | ||||||||||||||||||||||||||||||||
|
Net revenue
|
$ | 1,673 | $ | 1,604 | $ | 1,480 | $ | 1,433 | $ | 1,531 | $ | 1,548 | $ | 1,474 | $ | 1,432 | ||||||||||||||||
|
Gross profit
|
1,403 | 1,340 | 1,234 | 1,168 | 1,255 | 1,290 | 1,215 | 1,120 | ||||||||||||||||||||||||
|
Operating income
|
239 | 229 | 218 | 194 | 247 | 277 | 257 | 152 | ||||||||||||||||||||||||
|
Net income
|
166 | 132 | 134 | 161 | 184 | 301 | 155 | 74 | ||||||||||||||||||||||||
|
Less: Loss attributable to noncontrolling
interest(b)
|
(2 | ) | — | (2 | ) | — | — | — | — | — | ||||||||||||||||||||||
|
Net income attributable to Symantec Corporation stockholders
|
168 | 132 | 136 | 161 | 184 | 301 | 155 | 74 | ||||||||||||||||||||||||
|
Net income per share attributable to Symantec Corporation
stockholders — basic
|
$ | 0.23 | $ | 0.17 | $ | 0.17 | $ | 0.20 | $ | 0.23 | $ | 0.37 | $ | 0.19 | $ | 0.09 | ||||||||||||||||
|
Net income per share attributable to Symantec Corporation
stockholders — diluted
|
$ | 0.22 | $ | 0.17 | $ | 0.17 | $ | 0.20 | $ | 0.23 | $ | 0.37 | $ | 0.19 | $ | 0.09 | ||||||||||||||||
| (a) | The amounts previously reported on Form 10-Q for fiscal 2010 have been adjusted for the joint venture’s adoption of authoritative guidance on revenue recognition. As a result of our joint venture’s adoption of the guidance, our net income increased by $1 million, $5 million and $1 million during our first, second and third quarters of fiscal 2010, respectively. | |
| (b) | On August 9, 2010, we completed the acquisition of the identity and authentication business of VeriSign, Inc. (“VeriSign”), including a controlling interest in its subsidiary VeriSign Japan K.K. (“VeriSign Japan”), a publicly traded company on the Tokyo Stock Exchange. Given the Company’s majority ownership interest in VeriSign Japan, the accounts of VeriSign Japan have been consolidated with the accounts of the Company, and a noncontrolling interest has been recorded for the noncontrolling investors’ interests in the equity and operations of VeriSign Japan. For more information, see Note 3 of the Notes to Consolidated Financial Statements in this annual report. |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 9A. | Controls and Procedures |
| (a) | Evaluation of Disclosure Controls and Procedures |
The SEC defines the term “disclosure controls and
procedures” to mean a company’s controls and other
procedures that are designed to ensure that information required
to be disclosed in the reports that it files or submits under
the Exchange Act is recorded, processed, summarized, and
reported, within the time periods specified in the SEC’s
rules and forms. “Disclosure controls and procedures”
include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in
the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuer’s management,
including its principal executive and principal financial
officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure. Our Chief Executive Officer and our Chief Financial
Officer have concluded, based
51
Table of Contents
on an evaluation of the effectiveness of our disclosure controls
and procedures (as defined in
Rules 13a-15(e)
and
15d-15(e) of
the Exchange Act) by our management, with the participation of
our Chief Executive Officer and our Chief Financial Officer,
that our disclosure controls and procedures were effective as of
the end of the period covered by this report.
| (b) | Management’s Report on Internal Control over Financial Reporting |
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined
in
Rules 13a-15(f)
and
15d-15(f) of
the Exchange Act) for Symantec. Our management, with the
participation of our Chief Executive Officer and our Chief
Financial Officer, has conducted an evaluation of the
effectiveness of our internal control over financial reporting
as of April 1, 2011, based on criteria established in
Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). We have excluded from our evaluation, the
internal control over financial reporting of the identity and
authentication business acquired from VeriSign, Inc. and
subsidiaries (“VeriSign”), which we acquired on
August 9, 2010, as discussed in Note 3 of the Notes to
Consolidated Financial Statements in this annual report. As of
April 1, 2011, total net tangible assets subject to
VeriSign’s internal control over financial reporting
represented $178 million or 1% of our total assets. Total
revenue subject to VeriSign’s internal control over
financial reporting represented $137 million of net
revenue, or less than 2% of net revenue for the fiscal year
ended April 1, 2011. As noted below, our internal control
over financial reporting, subsequent to the date of acquisition,
includes certain additional internal controls relating to the
identity and authentication business of VeriSign, in addition to
VeriSign’s internal control over financial reporting.
Our management has concluded that, as of April 1, 2011, our
internal control over financial reporting was effective based on
these criteria.
The Company’s independent registered public accounting firm
has issued an attestation report regarding its assessment of the
Company’s internal control over financial reporting as of
April 1, 2011, which is included in Part IV,
Item 15 of this annual report.
| (c) | Changes in Internal Control over Financial Reporting |
As a result of our acquisition of the identity and
authentication business of VeriSign on August 9, 2010, our
internal control over financial reporting, subsequent to the
date of acquisition, includes certain additional internal
controls relating to such acquisition. Except as described
above, there were no changes in our internal control over
financial reporting during the quarter ended April 1, 2011
which have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
| (d) | Limitations on Effectiveness of Controls |
Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls
and procedures or our internal controls will prevent all errors
and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, but not absolute,
assurance that the objectives of the control system are met.
Furthermore, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within our Company have
been detected.
| Item 9B. | Other Information |
None
52
Table of Contents
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance |
The information required by this item will be included in an
amendment to this annual report on
Form 10-K
or incorporated by reference from Symantec’s definitive
proxy statement to be filed pursuant to Regulation 14A.
| Item 11. | Executive Compensation |
The information required by this item will be included in an
amendment to this annual report on
Form 10-K
or incorporated by reference from Symantec’s definitive
proxy statement to be filed pursuant to Regulation 14A.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The information required by this item will be included in an
amendment to this annual report on
Form 10-K
or incorporated by reference from Symantec’s definitive
proxy statement to be filed pursuant to Regulation 14A.
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
The information required by this item will be included in an
amendment to this annual report on
Form 10-K
or incorporated by reference from Symantec’s definitive
proxy statement to be filed pursuant to Regulation 14A.
| Item 14. | Principal Accountant Fees and Services |
The information required by this item will be included in an
amendment to this annual report on
Form 10-K
or incorporated by reference from Symantec’s definitive
proxy statement to be filed pursuant to Regulation 14A.
53
PART IV
| Item 15. | Exhibits and Financial Statement Schedules |
Upon written request, we will provide, without charge, a copy of
this annual report, including the consolidated financial
statements and financial statement schedule. All requests should
be sent to:
Symantec Corporation
Attn: Investor Relations
350 Ellis Street
Mountain View, California 94043
650-527-8000
a) The following documents are filed as part of this report:
|
Page |
||||
| Number | ||||
|
1. Consolidated Financial Statements:
|
||||
| 61 | ||||
| 63 | ||||
| 64 | ||||
| 65 | ||||
| 66 | ||||
| 67 | ||||
|
2. Financial Statement Schedule: The following financial
statement schedule of Symantec Corporation for the years ended
April 1, 2011, April 2, 2010 and April 3, 2009 is
filed as part of this
Form 10-K
and should be read in conjunction with the consolidated
financial statements of Symantec Corporation
|
||||
| 106 | ||||
|
Schedules other than those listed above have been omitted since
they are either not required, not applicable, or the information
is otherwise included.
|
||||
54
Table of Contents
3. Exhibits: The following exhibits are filed as part of or
furnished with this annual report as applicable:
EXHIBIT INDEX
|
Exhibit |
Incorporated by Reference |
Filed |
||||||||||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
||||||||
| 3 | .01 | Amended and Restated Certificate of Incorporation of Symantec Corporation | S-8 | 333-119872 | 4.01 | 10/21/04 | ||||||||
| 3 | .02 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Symantec Corporation | S-8 | 333-126403 | 4.03 | 07/06/05 | ||||||||
| 3 | .03 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Symantec Corporation | 10-Q | 000-17781 | 3.01 | 08/05/09 | ||||||||
| 3 | .04 | Certificate of Designations of Series A Junior Participating Preferred Stock of Symantec Corporation | 8-K | 000-17781 | 3.01 | 12/21/04 | ||||||||
| 3 | .05 | Bylaws, as amended, of Symantec Corporation | 8-K | 000-17781 | 3.01 | 05/02/11 | ||||||||
| 4 | .01 | Form of Common Stock Certificate | S-3ASR | 333-139230 | 4.07 | 12/11/06 | ||||||||
| 4 | .02 | Indenture related to the 0.75% Convertible Senior Notes, due 2011, dated as of June 16, 2006, between Symantec Corporation and U.S. Bank National Association, as trustee (including form of 0.75% Convertible Senior Notes due 2011) | 8-K | 000-17781 | 4.01 | 06/16/06 | ||||||||
| 4 | .03 | Indenture related to the 1.00% Convertible Senior Notes, due 2013, dated as of June 16, 2006, between Symantec Corporation and U.S. Bank National Association, as trustee (including form of 1.00% Convertible Senior Notes due 2013) | 8-K | 000-17781 | 4.02 | 06/16/06 | ||||||||
| 4 | .04 | Form of Master Terms and Conditions For Convertible Bond Hedging Transactions between Symantec Corporation and each of Bank of America, N.A. and Citibank, N.A., respectively, dated June 9, 2006, including Exhibit and Schedule thereto | 10-Q | 000-17781 | 10.04 | 08/09/06 | ||||||||
| 4 | .05 | Form of Master Terms and Conditions For Warrants Issued by Symantec Corporation between Symantec Corporation and each of Bank of America, N.A. and Citibank, N.A., respectively, dated June 9, 2006, including Exhibit and Schedule thereto | 10-Q | 000-17781 | 10.05 | 08/09/06 | ||||||||
| 4 | .06 | Convertible Note Purchase and Amendment Agreement, dated September 17, 2010, between Symantec Corporation and Bank of America, N.A. | 10-Q | 000-17781 | 10.04 | 11/03/10 | ||||||||
| 4 | .07 | Convertible Note Purchase and Amendment Agreement, dated September 17, 2010, between Symantec Corporation and Citibank, N.A. | 10-Q | 000-17781 | 10.05 | 11/03/10 | ||||||||
55
Table of Contents
|
Exhibit |
Incorporated by Reference |
Filed |
||||||||||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
||||||||
| 4 | .08 | Credit Agreement, dated as of September 8, 2010, by and among Symantec Corporation, the lenders party thereto (the “Lenders”), Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A. and Citibank, N.A., as Co-Syndication Agents, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Co-Documentation Agents, and Wells Fargo Securities, LLC, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Bookrunners and Joint Lead Arrangers | 10-Q | 000-17781 | 4.01 | 11/03/10 | ||||||||
| 4 | .09 | Indenture, dated September 16, 2010, between Symantec Corporation and Wells Fargo Bank, National Association, as trustee | 8-K | 000-17781 | 4.01 | 09/16/10 | ||||||||
| 4 | .10 | Form of Global Note for Symantec’s 2.750% Senior Note due 2015 (contained in Exhibit No. 4.02) | 8-K | 000-17781 | 4.03 | 09/16/10 | ||||||||
| 4 | .11 | Form of Global Note for Symantec’s 4.200% Senior Note due 2020 (contained in Exhibit No. 4.02) | 8-K | 000-17781 | 10.04 | 09/16/10 | ||||||||
| 10 | .01* | Form of Indemnification Agreement with Officers and Directors, as amended (form for agreements entered into prior to January 17, 2006) | S-1 | 33-28655 | 10.17 | 06/21/89 | ||||||||
| 10 | .02* | Form of Indemnification Agreement for Officers, Directors and Key Employees | 8-K | 000-17781 | 10.01 | 01/23/06 | ||||||||
| 10 | .03* | Veritas Software Corporation 1993 Equity Incentive Plan, including form of Stock Option Agreement | 10-K | 000-17781 | 10.03 | 06/09/06 | ||||||||
| 10 | .04* | Symantec Corporation 1996 Equity Incentive Plan, as amended, including form of Stock Option Agreement and form of Restricted Stock Purchase Agreement | 10-K | 000-17781 | 10.05 | 06/09/06 | ||||||||
| 10 | .05* | Symantec Corporation Deferred Compensation Plan, restated and amended January 1, 2010, as adopted December 15, 2009 | 10-K | 000-17781 | 10.05 | 05/24/10 | ||||||||
| 10 | .06* | Brightmail Inc. 1998 Stock Option Plan, including form of Stock Option Agreement and form of Notice of Assumption | 10-K | 000-17781 | 10.08 | 06/09/06 | ||||||||
| 10 | .07* | Altiris, Inc. 1998 Stock Option Plan | S-8 | 333-141986 | 99.01 | 04/10/07 | ||||||||
| 10 | .08* | Form of Notice of Grant of Stock Option under the Altiris, Inc. 1998 Stock Option Plan | S-8 | 333-141986 | 99.02 | 04/10/07 | ||||||||
| 10 | .09* | Symantec Corporation 2000 Director Equity Incentive Plan, as amended | 10-K | 000-17781 | 10.09 | 06/01/09 | ||||||||
| 10 | .10* | Symantec Corporation 2001 Non-Qualified Equity Incentive Plan | 10-K | 000-17781 | 10.12 | 06/09/06 | ||||||||
56
Table of Contents
|
Exhibit |
Incorporated by Reference |
Filed |
||||||||||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
||||||||
| 10 | .11* | Amended and Restated Symantec Corporation 2002 Executive Officers’ Stock Purchase Plan | 8-K | 000-17781 | 10.01 | 01/25/08 | ||||||||
| 10 | .12* | Altiris, Inc. 2002 Stock Plan | S-8 | 333-141986 | 99.03 | 04/10/07 | ||||||||
| 10 | .13* | Form of Stock Option Agreement under the Altiris, Inc. 2002 Stock Plan | S-8 | 333-141986 | 99.04 | 04/10/07 | ||||||||
| 10 | .14* | Vontu, Inc. 2002 Stock Option/Stock Issuance Plan, as amended | S-8 | 333-148107 | 99.02 | 12/17/07 | ||||||||
| 10 | .15* | Form of Vontu, Inc. Stock Option Agreement | S-8 | 333-148107 | 99.03 | 12/17/07 | ||||||||
| 10 | .16* | Veritas Software Corporation 2003 Stock Incentive Plan, as amended and restated, including form of Stock Option Agreement, form of Stock Option Agreement for Executives and Senior VPs and form of Notice of Stock Option Assumption | 10-K | 000-17781 | 10.15 | 06/09/06 | ||||||||
| 10 | .17* | Symantec Corporation 2004 Equity Incentive Plan, as amended, including Stock Option Grant — Terms and Conditions, form of RSU Award Agreement, form of RSU Award Agreement for Non-Employee Directors and form of PRU Award Agreement | X | |||||||||||
| 10 | .18* | Altiris, Inc. 2005 Stock Plan | S-8 | 333-141986 | 99.05 | 04/10/07 | ||||||||
| 10 | .19* | Form of Incentive Stock Option Agreement under the Altiris, Inc. 2005 Stock Plan, as amended | S-8 | 333-141986 | 99.06 | 04/10/07 | ||||||||
| 10 | .20* | Symantec Corporation 2008 Employee Stock Purchase Plan, as amended | 10-Q | 000-17781 | 10.2 | 11/03/10 | ||||||||
| 10 | .21* | Offer Letter, dated February 8, 2006, from Symantec Corporation to James A. Beer | 10-K | 000-17781 | 10.17 | 06/09/06 | ||||||||
| 10 | .22* | Letter Agreement, dated April 6, 2009, between Symantec Corporation and John W. Thompson | 8-K | 000-17781 | 10.01 | 04/09/09 | ||||||||
| 10 | .23* | Employment Agreement, dated September 23, 2009, between Symantec Corporation and Enrique Salem | 8-K | 000-17781 | 10.01 | 09/29/09 | ||||||||
| 10 | .24* | Separation and Release Agreement, effective August 31, 2010, between Symantec Corporation and Greg Hughes | 8-K | 000-17781 | 10.01 | 09/07/10 | ||||||||
| 10 | .25* | FY11 Long Term Incentive Plan | 10-Q | 000-17781 | 10.04 | 08/04/10 | ||||||||
| 10 | .26* | Form of FY11 Executive Annual Incentive Plan — Chief Executive Officer | 10-Q | 000-17781 | 10.01 | 08/04/10 | ||||||||
| 10 | .27* | Form of FY11 Executive Annual Incentive Plan — Executive Vice President and Group President — 90% | 10-Q | 000-17781 | 10.02 | 08/04/10 | ||||||||
| 10 | .28* | Form of FY11 Executive Annual Incentive Plan — Executive Vice President and Group President | 10-Q | 000-17781 | 10.03 | 08/04/10 | ||||||||
| 10 | .29* | FY12 Long Term Incentive Plan | X | |||||||||||
| 10 | .30* | Form of FY12 Executive Annual Incentive Plan — Chief Executive Officer | X | |||||||||||
57
Table of Contents
|
Exhibit |
Incorporated by Reference |
Filed |
||||||||||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
||||||||
| 10 | .31* | Form of FY12 Executive Annual Incentive Plan — Executive Vice President and Group President — 95% | X | |||||||||||
| 10 | .32* | Form of FY12 Executive Annual Incentive Plan — Executive Vice President and Group President | X | |||||||||||
| 10 | .33* | Symantec Senior Executive Incentive Plan, as amended and restated | 10-Q | 000-17781 | 10.03 | 11/07/08 | ||||||||
| 10 | .34* | Symantec Executive Retention Plan, as amended | 10-Q | 000-17781 | 10.05 | 08/07/07 | ||||||||
| 10 | .35* | Amendment to the Symantec Executive Retention Plan, effective January 1, 2009 | 10-Q | 000-17781 | 10.01 | 02/05/10 | ||||||||
| 10 | .36 | Assignment of Copyright and Other Intellectual Property Rights, by and between Peter Norton and Peter Norton Computing, Inc., dated August 31, 1990 | S-4 | 33-35385 | 10.37 | 06/13/90 | ||||||||
| 10 | .37† | Environmental Indemnity Agreement, dated April 23, 1999, between Veritas and Fairchild Semiconductor Corporation, included as Exhibit C to that certain Agreement of Purchase and Sale, dated March 29, 1999, between Veritas and Fairchild Semiconductor of California | S-1/A | 333-83777 | 10.27 Exhibit C | 08/06/99 | ||||||||
| 10 | .38‡ | Second Amended and Restated Symantec Online Store Agreement, by and among Symantec Corporation, Symantec Limited, Digital River, Inc. and Digital River Ireland Limited, entered into on October 19, 2006 | 10-Q | 000-17781 | 10.02 | 02/07/07 | ||||||||
| 10 | .39 | Amendment, dated June 20, 2007, to the Amended and Restated Agreement Respecting Certain Rights of Publicity dated as of August 31, 1990, by and between Peter Norton and Symantec Corporation | 10-Q | 000-17781 | 10.01 | 08/07/07 | ||||||||
| 10 | .40 | Amendment, effective December 6, 2010, to the Trademark License Agreement, dated August 9, 2010, by and between VeriSign, Inc. and Symantec Corporation | 10-Q | 000-17781 | 10.01 | 02/02/11 | ||||||||
| 21 | .01 | Subsidiaries of Symantec Corporation | X | |||||||||||
| 23 | .01 | Consent of Independent Registered Public Accounting Firm | X | |||||||||||
| 24 | .01 | Power of Attorney (see Signature page to this annual report) | X | |||||||||||
| 31 | .01 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||
| 31 | .02 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||
| 32 | .01†† | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||
58
Table of Contents
|
Exhibit |
Incorporated by Reference |
Filed |
||||||||||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
||||||||
| 32 | .02†† | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||
| 101 | .INS | XBRL Instance Document | X | |||||||||||
| 101 | .SCH | XBRL Taxonomy Schema Linkbase Document | X | |||||||||||
| 101 | .CAL | XBRL Taxonomy Calculation Linkbase Document | X | |||||||||||
| 101 | .LAB | XBRL Taxonomy Labels Linkbase Document | X | |||||||||||
| 101 | .PRE | XBRL Taxonomy Presentation Linkbase Document | X | |||||||||||
| 101 | .DEF | XBRL Taxonomy Definition Linkbase Document | X | |||||||||||
| * | Indicates a management contract, compensatory plan or arrangement. | |
| ‡ | Certain portions of this exhibit have been omitted and have been filed separately with the SEC pursuant to a request for confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934. | |
| † | Filed by Veritas Software Corporation. | |
| †† | This exhibit is being furnished, rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
59
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
| Page | ||||
| 61 | ||||
| 63 | ||||
| 64 | ||||
| 65 | ||||
| 66 | ||||
| 67 | ||||
60
Table of Contents
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Symantec Corporation:
We have audited the accompanying consolidated balance sheets of
Symantec Corporation and subsidiaries as of April 1, 2011
and April 2, 2010, and the related consolidated statements
of operations, stockholders’ equity, and cash flows for
each of the years in the three-year period ended April 1,
2011. In connection with our audits of the consolidated
financial statements, we have also audited the related financial
statement schedule listed in Item 15. These consolidated
financial statements and financial statement schedule are the
responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Symantec Corporation and subsidiaries as of
April 1, 2011 and April 2, 2010, and the results of
their operations and their cash flows for each of the years in
the three-year period ended April 1, 2011, in conformity
with U.S. generally accepted accounting principles. Also in
our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
Symantec Corporation’s internal control over financial
reporting as of April 1, 2011, based on criteria
established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report
dated May 20, 2011 expressed an unqualified opinion on the
effectiveness of the Company’s internal control over
financial reporting.
/s/ KPMG
LLP
Mountain View, California
May 20, 2011
61
Table of Contents
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Symantec Corporation:
We have audited Symantec Corporation’s (the
“Company”) internal control over financial reporting
as of April 1, 2011, based on criteria established in
Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Symantec Corporation’s management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness
of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over
Financial Reporting appearing under Item 9A(b). Our
responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our
opinion.
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Symantec Corporation maintained, in all material
respects, effective internal control over financial reporting as
of April 1, 2011, based on criteria established in
Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.
Management excluded from its assessment of the effectiveness of
the Company’s internal control over financial reporting as
of April 1, 2011, the internal control over financial
reporting of the identity and authentication business of
VeriSign, Inc. and subsidiaries (“VeriSign”), which
was acquired on August 9, 2010 as discussed in Note 3
of the Notes to Consolidated Financial Statements. Total net
tangible assets subject to VeriSign’s internal control over
financial reporting represented $178 million, and total
revenue subject to VeriSign’s internal control over
financial reporting represented $137 million of net
revenue. Our audit of internal control over financial reporting
of Symantec Corporation and subsidiaries also excluded an
evaluation of the internal control over financial reporting of
VeriSign.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Symantec Corporation and
subsidiaries as of April 1, 2011 and April 2, 2010,
and the related consolidated statements of operations,
stockholders’ equity, and cash flows for each of the years
in the three-year period ended April 1, 2011, and our
report dated May 20, 2011 expressed an unqualified opinion
on those consolidated financial statements.
/s/ KPMG
LLP
Mountain View, California
May 20, 2011
62
Table of Contents
SYMANTEC
CORPORATION
|
April 1, |
April 2, |
|||||||
| 2011 | 2010 | |||||||
| (In millions, except par value) | ||||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 2,950 | $ | 3,029 | ||||
|
Short-term investments
|
8 | 15 | ||||||
|
Trade accounts receivable, net
|
1,013 | 856 | ||||||
|
Inventories
|
30 | 25 | ||||||
|
Deferred income taxes
|
223 | 176 | ||||||
|
Other current assets
|
262 | 250 | ||||||
|
Total current assets
|
4,486 | 4,351 | ||||||
|
Property and equipment, net
|
1,050 | 949 | ||||||
|
Intangible assets, net
|
1,511 | 1,179 | ||||||
|
Goodwill
|
5,494 | 4,605 | ||||||
|
Investment in joint venture
|
27 | 58 | ||||||
|
Other long-term assets
|
151 | 90 | ||||||
|
Total assets
|
$ | 12,719 | $ | 11,232 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$ | 260 | $ | 214 | ||||
|
Accrued compensation and benefits
|
443 | 349 | ||||||
|
Deferred revenue
|
3,321 | 2,835 | ||||||
|
Current portion of long-term debt
|
596 | — | ||||||
|
Income taxes payable
|
24 | 35 | ||||||
|
Other current liabilities
|
249 | 338 | ||||||
|
Total current liabilities
|
4,893 | 3,771 | ||||||
|
Long-term debt
|
1,987 | 1,871 | ||||||
|
Long-term deferred revenue
|
498 | 371 | ||||||
|
Long-term deferred tax liabilities
|
296 | 195 | ||||||
|
Long-term income taxes payable
|
361 | 426 | ||||||
|
Other long-term obligations
|
79 | 50 | ||||||
|
Total liabilities
|
8,114 | 6,684 | ||||||
|
Commitments and contingencies
|
||||||||
|
Stockholders’ equity:
|
||||||||
|
Symantec Corporation stockholders’ equity:
|
||||||||
|
Common stock (par value: $0.01, 3,000 shares authorized;
972 and 1,182 shares issued at April 1, 2011 and
April 2, 2010; 758 and 798 shares outstanding at
April 1, 2011 and April 2, 2010)
|
8 | 8 | ||||||
|
Additional paid-in capital
|
8,361 | 8,990 | ||||||
|
Accumulated other comprehensive income
|
171 | 159 | ||||||
|
Accumulated deficit
|
(4,012 | ) | (4,609 | ) | ||||
|
Total Symantec Corporation stockholders’ equity
|
4,528 | 4,548 | ||||||
|
Noncontrolling interest in subsidiary
|
77 | — | ||||||
|
Total stockholders’ equity
|
4,605 | 4,548 | ||||||
|
Total liabilities and stockholders’ equity
|
$ | 12,719 | $ | 11,232 | ||||
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
63
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SYMANTEC
CORPORATION
| Year Ended | ||||||||||||
|
April 1, |
April 2, |
April 3, |
||||||||||
| 2011 | 2010 | 2009 * | ||||||||||
| (In millions, except per share data) | ||||||||||||
|
Net revenue:
|
||||||||||||
|
Content, subscription, and maintenance
|
$ | 5,266 | $ | 5,034 | $ | 4,863 | ||||||
|
License
|
924 | 951 | 1,287 | |||||||||
|
Total net revenue
|
6,190 | 5,985 | 6,150 | |||||||||
|
Cost of revenue:
|
||||||||||||
|
Content, subscription, and maintenance
|
903 | 849 | 840 | |||||||||
|
License
|
27 | 22 | 35 | |||||||||
|
Amortization of acquired product rights
|
115 | 234 | 352 | |||||||||
|
Total cost of revenue
|
1,045 | 1,105 | 1,227 | |||||||||
|
Gross profit
|
5,145 | 4,880 | 4,923 | |||||||||
|
Operating expenses:
|
||||||||||||
|
Sales and marketing
|
2,622 | 2,367 | 2,386 | |||||||||
|
Research and development
|
862 | 857 | 870 | |||||||||
|
General and administrative
|
390 | 352 | 343 | |||||||||
|
Amortization of other purchased intangible assets
|
270 | 247 | 233 | |||||||||
|
Restructuring and transition
|
92 | 94 | 96 | |||||||||
|
Impairment of intangible assets and goodwill
|
27 | — | 7,419 | |||||||||
|
Loss and impairment of assets held for sale
|
2 | 30 | 46 | |||||||||
|
Total operating expenses
|
4,265 | 3,947 | 11,393 | |||||||||
|
Operating income (loss)
|
880 | 933 | (6,470 | ) | ||||||||
|
Interest income
|
10 | 6 | 37 | |||||||||
|
Interest expense
|
(143 | ) | (129 | ) | (125 | ) | ||||||
|
Other (expense) income, net
|
(2 | ) | 55 | 8 | ||||||||
|
Loss on early extinguishment of debt
|
(16 | ) | — | — | ||||||||
|
Income (loss) before income taxes and loss from joint venture
|
729 | 865 | (6,550 | ) | ||||||||
|
Provision for income taxes
|
105 | 112 | 183 | |||||||||
|
Loss from joint venture
|
31 | 39 | 53 | |||||||||
|
Net income (loss)
|
593 | 714 | (6,786 | ) | ||||||||
|
Less: Loss attributable to noncontrolling interest
|
(4 | ) | — | — | ||||||||
|
Net income (loss) attributable to Symantec Corporation
stockholders
|
$ | 597 | $ | 714 | $ | (6,786 | ) | |||||
|
Net income (loss) per share attributable to Symantec Corporation
stockholders — basic
|
$ | 0.77 | $ | 0.88 | $ | (8.17 | ) | |||||
|
Net income (loss) per share attributable to Symantec Corporation
stockholders — diluted
|
$ | 0.76 | $ | 0.87 | $ | (8.17 | ) | |||||
|
Weighted-average shares outstanding attributable to Symantec
Corporation stockholders — basic
|
778 | 810 | 831 | |||||||||
|
Weighted-average shares outstanding attributable to Symantec
Corporation stockholders — diluted
|
786 | 819 | 831 | |||||||||
| * | As adjusted for the retrospective adoption of authoritative guidance on convertible debt instruments. |
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
64
Table of Contents
SYMANTEC
CORPORATION
AS OF
APRIL 1, 2011, APRIL 2, 2010 AND APRIL 3, 2009
|
Total |
||||||||||||||||||||||||||||||||
|
Accumulated |
Symantec |
|||||||||||||||||||||||||||||||
|
Additional |
Other |
Accumulated |
Corporation |
Noncontrolling |
Total |
|||||||||||||||||||||||||||
| Common Stock |
Paid-In |
Comprehensive |
Earnings |
Stockholders’ |
Interest in |
Stockholders’ |
||||||||||||||||||||||||||
| Shares | Amount | Capital * | Income | (Deficit)* | Equity* | Subsidiary | Equity* | |||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
|
Balances, March 28, 2008
|
839 | $ | 8 | $ | 9,487 | $ | 160 | $ | 1,574 | $ | 11,229 | — | $ | 11,229 | ||||||||||||||||||
|
Components of comprehensive loss:
|
— | |||||||||||||||||||||||||||||||
|
Net loss, as adjusted
|
— | — | — | — | (6,786 | ) | (6,786 | ) | — | (6,786 | ) | |||||||||||||||||||||
|
Translation adjustment, net of tax of ($36)
|
— | — | — | 21 | — | 21 | — | 21 | ||||||||||||||||||||||||
|
Reclassification adjustment for net loss on legal liquidation of
foreign entities included in net income, net
|
— | — | — | 5 | — | 5 | — | 5 | ||||||||||||||||||||||||
|
Total comprehensive loss
|
(6,760 | ) | (6,760 | ) | ||||||||||||||||||||||||||||
|
Issuance of common stock under employee stock plans
|
18 | — | 230 | — | — | 230 | — | 230 | ||||||||||||||||||||||||
|
Repurchases of common stock
|
(42 | ) | — | (576 | ) | — | (124 | ) | (700 | ) | — | (700 | ) | |||||||||||||||||||
|
Restricted stock units released, net of taxes
|
2 | — | (15 | ) | — | — | (15 | ) | — | (15 | ) | |||||||||||||||||||||
|
Stock-based compensation, net of estimated forfeitures
|
— | — | 154 | — | — | 154 | — | 154 | ||||||||||||||||||||||||
|
Income tax benefit from employee stock transactions
|
— | — | 9 | — | — | 9 | — | 9 | ||||||||||||||||||||||||
|
Balances, April 3, 2009
|
817 | 8 | 9,289 | 186 | (5,336 | ) | 4,147 | — | 4,147 | |||||||||||||||||||||||
|
Components of comprehensive income:
|
||||||||||||||||||||||||||||||||
|
Net income
|
— | — | — | — | 714 | 714 | — | 714 | ||||||||||||||||||||||||
|
Change in unrealized gain on
available-for-sale
securities, net of tax
|
— | — | — | 3 | — | 3 | — | 3 | ||||||||||||||||||||||||
|
Translation adjustment, net of tax of $9
|
— | — | — | 17 | — | 17 | — | 17 | ||||||||||||||||||||||||
|
Reclassification adjustment for net gain on legal liquidation of
foreign entities included in net income, net
|
— | — | — | (47 | ) | — | (47 | ) | — | (47 | ) | |||||||||||||||||||||
|
Total comprehensive income
|
687 | — | 687 | |||||||||||||||||||||||||||||
|
Issuance of common stock under employee stock plans
|
12 | — | 124 | — | — | 124 | — | 124 | ||||||||||||||||||||||||
|
Repurchases of common stock
|
(34 | ) | — | (566 | ) | — | 13 | (553 | ) | — | (553 | ) | ||||||||||||||||||||
|
Restricted stock units released, net of taxes
|
3 | — | (20 | ) | — | — | (20 | ) | — | (20 | ) | |||||||||||||||||||||
|
Stock-based compensation, net of estimated forfeitures
|
— | — | 154 | — | — | 154 | — | 154 | ||||||||||||||||||||||||
|
Income tax benefit from employee stock transactions
|
— | — | 9 | — | — | 9 | — | 9 | ||||||||||||||||||||||||
|
Balances, April 2, 2010
|
798 | 8 | 8,990 | 159 | (4,609 | ) | 4,548 | — | 4,548 | |||||||||||||||||||||||
|
Components of comprehensive income:
|
||||||||||||||||||||||||||||||||
|
Net income
|
— | — | — | — | 597 | 597 | (4 | ) | 593 | |||||||||||||||||||||||
|
Change in unrealized gain on
available-for-sale
securities, net of tax
|
— | — | — | (1 | ) | — | (1 | ) | — | (1 | ) | |||||||||||||||||||||
|
Translation adjustment, net of tax of $13
|
— | — | — | (8 | ) | — | (8 | ) | — | (8 | ) | |||||||||||||||||||||
|
Reclassification adjustment for net loss on legal liquidation of
foreign entities included in net income, net
|
— | — | — | 21 | — | 21 | — | 21 | ||||||||||||||||||||||||
|
Total comprehensive income
|
609 | (4 | ) | 605 | ||||||||||||||||||||||||||||
|
Issuance of common stock under employee stock plans
|
7 | — | 122 | — | — | 122 | — | 122 | ||||||||||||||||||||||||
|
Repurchases of common stock
|
(57 | ) | — | (870 | ) | — | — | (870 | ) | (2 | ) | (872 | ) | |||||||||||||||||||
|
Restricted stock units released, net of taxes
|
5 | — | (28 | ) | — | — | (28 | ) | — | (28 | ) | |||||||||||||||||||||
|
Stock-based compensation, net of estimated forfeitures
|
5 | — | 146 | — | — | 146 | — | 146 | ||||||||||||||||||||||||
|
Noncontrolling interset in subsidiary
|
— | — | — | — | — | — | 84 | 84 | ||||||||||||||||||||||||
|
Dividend declared to noncontrolling interest in subsidiary
|
— | — | — | — | — | — | (1 | ) | (1 | ) | ||||||||||||||||||||||
|
Adjustments to goodwill related to stock options assumed in
business combination
|
— | — | 1 | — | — | 1 | — | 1 | ||||||||||||||||||||||||
|
Balances, April 1, 2011
|
758 | $ | 8 | $ | 8,361 | $ | 171 | $ | (4,012 | ) | $ | 4,528 | $ | 77 | $ | 4,605 | ||||||||||||||||
| * | As adjusted for the retrospective adoption of authoritative guidance on convertible debt instruments. |
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
65
Table of Contents
SYMANTEC
CORPORATION
| Year Ended | ||||||||||||
|
April 1, |
April 2, |
April 3, |
||||||||||
| 2011 | 2010 | 2009* | ||||||||||
| (In millions) | ||||||||||||
|
OPERATING ACTIVITIES:
|
||||||||||||
|
Net income (loss)
|
$ | 593 | $ | 714 | $ | (6,786 | ) | |||||
|
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
647 | 733 | 836 | |||||||||
|
Amortization of discount on debt
|
96 | 104 | 97 | |||||||||
|
Stock-based compensation expense
|
145 | 155 | 157 | |||||||||
|
Loss on early extinguishment of debt
|
16 | — | — | |||||||||
|
Impairment of intangible assets and goodwill
|
27 | — | 7,419 | |||||||||
|
Loss and impairment of assets held for sale
|
2 | 30 | 46 | |||||||||
|
Deferred income taxes
|
5 | (41 | ) | (127 | ) | |||||||
|
Excess income tax benefit from the exercise of stock options
|
(7 | ) | (13 | ) | (18 | ) | ||||||
|
Loss from joint venture
|
31 | 39 | 53 | |||||||||
|
Net loss (gain) on legal liquidation of foreign entities
|
21 | (47 | ) | 5 | ||||||||
|
Other
|
(13 | ) | — | 8 | ||||||||
|
Net change in assets and liabilities, excluding effects of
acquisitions:
|
||||||||||||
|
Trade accounts receivable, net
|
(88 | ) | (14 | ) | (85 | ) | ||||||
|
Inventories
|
(4 | ) | 3 | 6 | ||||||||
|
Accounts payable
|
2 | 4 | (49 | ) | ||||||||
|
Accrued compensation and benefits
|
72 | (34 | ) | (55 | ) | |||||||
|
Deferred revenue
|
442 | 114 | 141 | |||||||||
|
Income taxes payable
|
(128 | ) | (95 | ) | (15 | ) | ||||||
|
Other assets
|
6 | 1 | 66 | |||||||||
|
Other liabilities
|
(71 | ) | 40 | (28 | ) | |||||||
|
Net cash provided by operating activities
|
1,794 | 1,693 | 1,671 | |||||||||
|
INVESTING ACTIVITIES:
|
||||||||||||
|
Purchase of property and equipment
|
(268 | ) | (248 | ) | (272 | ) | ||||||
|
Proceeds from sale of property and equipment
|
30 | 45 | 40 | |||||||||
|
Cash payments for acquisitions, net of cash acquired
|
(1,537 | ) | (31 | ) | (1,063 | ) | ||||||
|
Purchase of equity investments
|
(7 | ) | (21 | ) | (2 | ) | ||||||
|
Purchases of
available-for-sale
securities
|
— | (2 | ) | (349 | ) | |||||||
|
Proceeds from sales of
available-for-sale
securities
|
20 | 192 | 685 | |||||||||
|
Other
|
2 | — | — | |||||||||
|
Net cash used in investing activities
|
(1,760 | ) | (65 | ) | (961 | ) | ||||||
|
FINANCING ACTIVITIES:
|
||||||||||||
|
Net proceeds from sales of common stock under employee stock
benefit plans
|
122 | 124 | 229 | |||||||||
|
Excess income tax benefit from the exercise of stock options
|
7 | 13 | 18 | |||||||||
|
Tax payments related to restricted stock issuance
|
(28 | ) | (20 | ) | (16 | ) | ||||||
|
Proceeds from debt issuance, net of discount
|
1,097 | — | — | |||||||||
|
Repurchase of long-term debt
|
(510 | ) | — | — | ||||||||
|
Proceeds from sale of bond hedge
|
13 | — | — | |||||||||
|
Debt issuance costs
|
(10 | ) | — | — | ||||||||
|
Repurchase of common stock
|
(872 | ) | (553 | ) | (700 | ) | ||||||
|
Repayment of short-term borrowing
|
— | — | (200 | ) | ||||||||
|
Repayment of other long-term obligations
|
(3 | ) | (5 | ) | (8 | ) | ||||||
|
Net cash used in financing activities
|
(184 | ) | (441 | ) | (677 | ) | ||||||
|
Effect of exchange rate fluctuations on cash and cash equivalents
|
71 | 49 | (130 | ) | ||||||||
|
Change in cash and cash equivalents
|
(79 | ) | 1,236 | (97 | ) | |||||||
|
Beginning cash and cash equivalents
|
3,029 | 1,793 | 1,890 | |||||||||
|
Ending cash and cash equivalents
|
$ | 2,950 | $ | 3,029 | $ | 1,793 | ||||||
|
Supplemental cash flow disclosures:
|
||||||||||||
|
Income taxes paid (net of refunds)
|
$ | 224 | $ | 247 | $ | 321 | ||||||
|
Interest expense paid
|
$ | 38 | $ | 19 | $ | 23 | ||||||
| * | As adjusted for the retrospective adoption of authoritative guidance on convertible debt instruments. |
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
66
Table of Contents
SYMANTEC
CORPORATION
| Note 1. | Summary of Significant Accounting Policies |
Business
Symantec Corporation (“we,” “us,”
“our,” and “the Company” refer to Symantec
Corporation and all of its subsidiaries) is a provider of
security, storage and systems management solutions that help
businesses and consumers secure and manage their information and
identities. We provide customers worldwide with software and
services that protect, manage and control information risks
related to security, data protection, storage, compliance, and
systems management. We help our customers manage cost,
complexity and compliance by protecting their IT infrastructure
as they seek to maximize value from their IT investments.
Principles
of Consolidation
The accompanying consolidated financial statements of Symantec
Corporation and its wholly-owned subsidiaries are prepared in
conformity with generally accepted accounting principles in the
United States (“U.S.”). All significant intercompany
accounts and transactions have been eliminated. Certain prior
year amounts have been reclassified to conform to the current
presentation with no impact on previously reported net income.
In fiscal 2011, we completed the acquisition of the identity and
authentication business of VeriSign, Inc.
(“VeriSign”), including a controlling interest in its
subsidiary VeriSign Japan K.K. (“VeriSign Japan”), a
publicly traded company on the Tokyo Stock Exchange. Given the
Company’s majority ownership interest of approximately 54%
in VeriSign Japan, the accounts of VeriSign Japan have been
consolidated with the accounts of the Company, and a
noncontrolling interest has been recorded for the noncontrolling
investors’ interests in the equity and operations of
VeriSign Japan. See Note 3 for further detail.
Fiscal
Calendar
We have a 52/53-week fiscal year ending on the Friday closest to
March 31. Unless otherwise stated, references to years in
this report relate to fiscal years rather than calendar years.
|
Fiscal Year
|
Ended
|
Weeks
|
||
|
2011
|
April 1, 2011 | 52 | ||
|
2010
|
April 2, 2010 | 52 | ||
|
2009
|
April 3, 2009 | 53 |
Our 2012 fiscal year will consist of 52 weeks and will end
on March 30, 2012.
Use of
Estimates
The preparation of consolidated financial statements in
conformity with generally accepted accounting principles in the
U.S. requires management to make estimates and assumptions
that affect the amounts reported in the consolidated financial
statements and accompanying notes. Estimates are based upon
historical factors, current circumstances and the experience and
judgment of management. Management evaluates its assumptions and
estimates on an ongoing basis and may engage outside subject
matter experts to assist in its valuations. Actual results could
differ from those estimates. Significant items subject to such
estimates and assumptions include those related to the
allocation of revenue between recognized and deferred amounts,
fair value of financial instruments, valuation of goodwill,
intangible assets and long-lived assets, valuation of
stock-based compensation, contingencies and litigation, and the
valuation allowance for deferred income taxes.
Foreign
Currency Translation
The functional currency of our foreign subsidiaries is generally
the local currency. Assets and liabilities denominated in
foreign currencies are translated using the exchange rate on the
balance sheet dates. Revenues and expenses are translated using
monthly average exchange rates prevailing during the year. The
translation
67
Table of Contents
SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
adjustments resulting from this process are included as a
component of Accumulated other comprehensive income. In the
event of liquidation of a foreign subsidiary, the accumulated
translation adjustment attributable to that foreign subsidiary
is reclassified from Accumulated other comprehensive income and
included in Other Income, net. As a result of such liquidations
in fiscal 2011, 2010, and 2009, we recorded a net loss of
$21 million, a net gain of $47 million, and a net loss
of $5 million, respectively. Foreign currency transaction
gains and losses are also included in Other income, net, in the
Consolidated Statements of Operations. We had foreign currency
transaction losses of $7 million and $3 million for
fiscal 2011 and 2010, respectively. We had a foreign currency
transaction gain in fiscal 2009 of $11 million. Deferred
tax assets (liabilities) are established on the cumulative
translation adjustment attributable to unremitted foreign
earnings that are not intended to be indefinitely reinvested.
Revenue
Recognition
We market and distribute our software products both as
stand-alone products and as integrated product suites. We
recognize revenue when 1) persuasive evidence of an
arrangement exists, 2) delivery has occurred or services
have been rendered, 3) fees are fixed or determinable and
4) collectability is probable. If we determine that any one
of the four criteria is not met, we will defer recognition of
revenue until all the criteria are met.
We derive revenue primarily from sales of content,
subscriptions, and maintenance and licenses. We present revenue
net of sales taxes and any similar assessments.
Content, subscriptions, and maintenance revenue includes
arrangements for software maintenance and technical support for
our products, content and subscription services primarily
related to our security products, revenue from arrangements
where vendor-specific objective evidence (“VSOE”) of
the fair value of undelivered elements does not exist,
arrangements for managed security services, and
Software-as-a-Service (“SaaS”) offerings. These
arrangements are generally offered to our customers over a
specified period of time, and we recognize the related revenue
ratably over the maintenance, subscription, or service period.
Content, subscriptions, and maintenance revenue also includes
professional services revenue, which consists primarily of the
fees we earn related to consulting and educational services. We
generally recognize revenue from professional services as the
services are performed or upon written acceptance from
customers, if applicable, assuming all other conditions for
revenue recognition noted above have been met.
License revenue is derived primarily from the licensing of our
various products and technology. We generally recognize license
revenue upon delivery of the product, assuming all other
conditions for revenue recognition noted above have been met.
We enter into perpetual software license agreements through
direct sales to customers and indirect sales with distributors
and resellers. The license agreements generally include product
maintenance agreements, for which the related revenue is
included with Content, subscriptions, and maintenance and is
deferred and recognized ratably over the period of the
agreements.
For arrangements that include multiple elements, including
perpetual software licenses, maintenance, services, and packaged
products with content updates, managed security services, and
subscriptions, we allocate and defer revenue for the undelivered
items based on VSOE of the fair value of the undelivered
elements, and recognize the difference between the total
arrangement fee and the amount deferred for the undelivered
items as license revenue. VSOE of each element is based on
historical evidence of our stand-alone sales of these elements
to third parties or from the stated renewal rate for the
undelivered elements. When VSOE does not exist for undelivered
items, the entire arrangement fee is recognized ratably over the
performance period. Our deferred revenue consists primarily of
the unamortized balance of enterprise product maintenance,
consumer product content updates, managed security services,
subscriptions, and arrangements where VSOE does not exist for an
undelivered element.
For arrangements that include both software and non-software
elements, we allocate revenue to the software deliverables as a
group and non-software deliverables based on their relative
selling prices. In such circumstances,
68
Table of Contents
SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
the accounting principles establish a hierarchy to determine the
selling price used for allocating revenue to the deliverables as
follows: (i) VSOE, (ii) third-party evidence of
selling price (“TPE”) and (iii) the best estimate
of the selling price (“ESP”). Our appliance products,
SaaS and certain other services are considered to be
non-software elements in our arrangements.
When we are unable to establish a selling price using VSOE or
TPE, we use ESP in the allocation of arrangement consideration.
The objective of ESP is to determine the price at which we would
transact a sale if the product or service were sold on a
stand-alone basis. The determination of ESP is made through
consultation with and formal approval by our management, taking
into consideration the
go-to-market
strategy and pricing factors. ESP applies to a small portion of
our arrangements with multiple deliverables.
Indirect
channel sales
For our Consumer segment, we sell packaged software products
through a multi-tiered distribution channel. We also sell
electronic download and packaged products via the Internet. We
separately sell annual content update subscriptions directly to
end-users primarily via the Internet. For our consumer products
that include content updates, we recognize revenue ratably over
the term of the subscription upon sell-through to end-users, as
the subscription period commences on the date of sale to the
end-user. For most other consumer products, we recognize
packaged product revenue on distributor and reseller channel
inventory that is not in excess of specified inventory levels in
these channels. We offer the right of return of our products
under various policies and programs with our distributors,
resellers, and end-user customers. We estimate and record
reserves for product returns as an offset to revenue. We fully
reserve for obsolete products in the distribution channel as an
offset to deferred revenue for products with content updates and
to revenue for all other products.
For our Security and Compliance and Storage and Server
Management segments, we generally recognize revenue from the
licensing of software products through our indirect sales
channel upon sell-through or with evidence of an end-user. For
licensing of our software to OEMs, royalty revenue is recognized
when the OEM reports the sale of the software products to an
end-user, generally on a quarterly basis. In addition to license
royalties, some OEMs pay an annual flat fee
and/or
support royalties for the right to sell maintenance and
technical support to the end-user. We recognize revenue from OEM
support royalties and fees ratably over the term of the support
agreement.
We offer channel and end-user rebates for our products. Our
estimated reserves for channel volume incentive rebates are
based on distributors’ and resellers’ actual
performance against the terms and conditions of volume incentive
rebate programs, which are typically entered into quarterly. Our
reserves for end-user rebates are estimated based on the terms
and conditions of the promotional program, actual sales during
the promotion, the amount of actual redemptions received,
historical redemption trends by product and by type of
promotional program, and the value of the rebate. We estimate
and record reserves for channel and end-user rebates as an
offset to revenue. For consumer products that include content
updates, rebates are recorded as a ratable offset to revenue
over the term of the subscription.
Financial
Instruments
The following methods were used to estimate the fair value of
each class of financial instruments for which it is practicable
to estimate that value:
Cash and Cash Equivalents. We consider all
highly liquid investments with an original maturity of three
months or less to be cash equivalents. Cash equivalents are
recognized at fair value. As of April 1, 2011, our cash
equivalents consisted of $1.9 billion in money market funds
and $204 million in bank securities and deposits. As of
April 2, 2010, our cash equivalents consisted of
$2.0 billion in money market funds, $216 million in
bank securities and deposits, and $116 million in
government securities.
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SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
Short-Term Investments. Short-term investments
consist of marketable debt or equity securities that are
classified as
available-for-sale
and recognized at fair value. The determination of fair value is
further detailed in Note 2. Our portfolios generally
consist of (1) debt securities which include asset-backed
securities, corporate securities and government securities, and
(2) marketable equity securities. As of April 1, 2011,
our asset-backed securities have contractual maturity dates in
excess of 10 years. We regularly review our investment
portfolio to identify and evaluate investments that have
indications of possible impairment. Factors considered in
determining whether a loss is
other-than-temporary
include: the length of time and extent to which the fair market
value has been lower than the cost basis, the financial
condition and near-term prospects of the investee, credit
quality, likelihood of recovery, and our ability to hold the
investment for a period of time sufficient to allow for any
anticipated recovery in fair market value.
Unrealized gains and losses, net of tax, and
other-than-temporary
impairments for all reasons other than credit worthiness are
included in Accumulated other comprehensive income. The
amortization of premiums and discounts on the investments,
realized gains and losses, and declines in value due to credit
worthiness judged to be
other-than-temporary
on
available-for-sale
debt securities are included in Other income, net. We use the
specific-identification method to determine cost in calculating
realized gains and losses upon sale of short-term investments.
Equity Investments. We make equity investments
in privately held companies whose businesses are complementary
to our business. These investments are accounted for under the
cost method of accounting, as we hold less than 20% of the
voting stock outstanding and do not exert significant influence
over these companies. The investments are included in Other
long-term assets. We assess the recoverability of these
investments by reviewing various indicators of impairment and
determine the fair value of these investments by performing a
discounted cash flow analysis of estimated future cash flows if
there are indicators of impairment. If a decline in value is
determined to be
other-than-temporary,
impairment would be recognized and included in Other income,
net. As of April 1, 2011 and April 2, 2010, we held
equity investments in privately-held companies of
$30 million and $22 million, respectively.
Other-than-temporary
impairments related to these investments were not material for
the periods presented.
Derivative Instruments. We transact business
in various foreign currencies and have foreign currency risks
associated with monetary assets and liabilities denominated in
foreign currencies. We utilize foreign currency forward
contracts to reduce the risks associated with changes in foreign
currency exchange rates. Our forward contracts generally have
terms of six months or less and are transacted near month end
periods. We do not use forward contracts for trading purposes.
The gains and losses on the contracts are intended to offset the
gains and losses on the underlying transactions. Both the
changes in fair value of outstanding forward contracts and
realized foreign exchange gains and losses are included in Other
income, net. Contract fair values are determined based on quoted
prices for similar assets or liabilities in active markets using
inputs such as LIBOR, currency rates, forward points, and
commonly quoted credit risk data. For each fiscal period
presented in this report, outstanding derivative contracts and
the related gains or losses were not material.
Senior Notes, Convertible Senior Notes, Note Hedges and
Revolving Credit Facility. In the second quarter
of fiscal 2011, we issued $350 million in principal amount
of 2.75% senior notes (“2.75% Notes”) due
September 15, 2015 and $750 million in principal
amount of 4.20% senior notes (“4.20% Notes”)
due September 15, 2020, collectively referred to as the
Senior Notes, for an aggregate principal amount of
$1.1 billion. In June 2006, we issued $1.1 billion in
principal amount of 0.75% convertible senior notes
(“0.75% Notes”) and $1.0 billion in
principal amount of 1.00% convertible senior notes
(“1.00% Notes”), collectively referred to as the
Convertible Senior Notes. Our Senior Notes are recorded at cost
based upon par value at issuance. Our Convertible Senior Notes
are recorded at cost (in liability (debt) and equity (conversion
option) components) based upon par value at issuance less a
discount. The liability component is recognized at fair value on
the issuance date, based on the fair value of a similar
instrument that does not have a conversion feature at issuance.
The excess of the principal amount of the Convertible Senior
Notes over the fair value of the liability component is the
equity component or debt discount.
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Notes to
Consolidated Financial
Statements — (Continued)
Such excess represents the estimated fair value of the
conversion feature and is recorded as Additional paid-in
capital. The debt discount is amortized using the Company’s
effective interest rate over the term of the Convertible Senior
Notes as a non-cash charge to interest expense included in
Interest expense. Debt issuance costs were recorded in Other
long-term assets and are being amortized to Interest expense
using the effective interest method. In conjunction with the
issuance of the Convertible Senior Notes, we entered into note
hedge transactions which provide us with the option to purchase
additional common shares at a fixed price after conversion. The
cost incurred in connection with the note hedge transactions,
net of the related tax benefit, and the proceeds from the sale
of warrants, was included as a net reduction in Additional
paid-in capital. Borrowings under our $1 billion senior
unsecured revolving credit facility are recognized at cost plus
accrued interest based upon stated interest rates.
Trade
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount
and are not interest bearing. We maintain an allowance for
doubtful accounts to reserve for potentially uncollectible trade
receivables. Additions to the allowance for doubtful accounts
are recorded as General and administrative expenses. We review
our trade receivables by aging category to identify specific
customers with known disputes or collectability issues. In
addition, we maintain an allowance for all other receivables not
included in the specific reserve by applying specific
percentages of projected uncollectible receivables to the
various aging categories. In determining these percentages, we
analyze our historical collection experience and current
economic trends. We exercise judgment when determining the
adequacy of these reserves as we evaluate historical bad debt
trends, general economic conditions in the U.S. and
internationally, and changes in customer financial conditions.
We also offset deferred revenue against accounts receivable when
channel inventories are in excess of specified levels and for
transactions where collection of a receivable is not considered
probable. The following table summarizes trade accounts
receivable, net of allowances and reserves, for the periods
presented:
| As of | ||||||||
|
April 1, |
April 2, |
|||||||
| 2011 | 2010 | |||||||
| (In millions) | ||||||||
|
Trade accounts receivable, net:
|
||||||||
|
Receivables
|
$ | 1,034 | $ | 873 | ||||
|
Less: allowance for doubtful accounts
|
(9 | ) | (8 | ) | ||||
|
Less: reserve for product returns
|
(12 | ) | (9 | ) | ||||
|
Trade accounts receivable, net:
|
$ | 1,013 | $ | 856 | ||||
Inventories
Inventories are valued at the lower of cost or market. Cost is
principally determined using the
first-in,
first-out method. Adjustments to reduce the cost of inventory to
its net realizable value are made, if required, for estimated
excess, obsolescence or impaired balances. Inventory
predominantly consists of deferred costs of revenue and finished
goods. Deferred costs of revenue were $22 million as of
April 1, 2011 and $23 million as of April 2,
2010, of which $16 million and $17 million,
respectively was related to consumer products that include
content updates and will be recognized ratably over the term of
the subscription.
Property
and Equipment
Property, equipment, and leasehold improvements are stated at
cost, net of accumulated depreciation and amortization. We
capitalize costs incurred during the application development
stage related to the development of internal use software and
enterprise cloud computing services. We expense costs incurred
related to the planning and post-implementation phases of
development as incurred. Depreciation and amortization is
provided on a straight-line basis over the estimated useful
lives of the related assets. Buildings are depreciated over 20
to 30 years.
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CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
Leasehold improvements are depreciated over the lesser of the
life of the improvement or the initial lease term. Computer
hardware and software, and office furniture and equipment are
depreciated over three to five years. The following table
summarizes property and equipment by categories for the periods
presented:
| As of | ||||||||
|
April 1, |
April 2, |
|||||||
| 2011 | 2010 | |||||||
| (In millions) | ||||||||
|
Property and equipment, net:
|
||||||||
|
Computer hardware and software
|
$ | 1,458 | $ | 1,237 | ||||
|
Office furniture and equipment
|
189 | 185 | ||||||
|
Buildings
|
467 | 440 | ||||||
|
Leasehold improvements
|
270 | 245 | ||||||
| 2,384 | 2,107 | |||||||
|
Less: accumulated depreciation and amortization
|
(1,530 | ) | (1,299 | ) | ||||
| 854 | 808 | |||||||
|
Construction in progress
|
117 | 70 | ||||||
|
Land
|
79 | 71 | ||||||
|
Property and equipment, net:
|
$ | 1,050 | $ | 949 | ||||
Depreciation expense was $257 million, $247 million,
and $250 million in fiscal 2011, 2010, and 2009,
respectively.
Business
Combinations
We use the acquisition method of accounting under the
authoritative guidance on business combinations. Each acquired
company’s operating results are included in our
consolidated financial statements starting on the date of
acquisition. The purchase price is equivalent to the fair value
of consideration transferred. Tangible and identifiable
intangible assets acquired and liabilities assumed as of the
date of acquisition are recorded at the acquisition date fair
value. Goodwill is recognized for the excess of purchase price
over the net fair value of assets acquired and liabilities
assumed.
Amounts allocated to assets and liabilities are based upon fair
values. Such valuations require management to make significant
estimates and assumptions, especially with respect to the
identifiable intangible assets. Management makes estimates of
fair value based upon assumptions believed to be reasonable and
that of a market participant. These estimates are based on
historical experience and information obtained from the
management of the acquired companies and are inherently
uncertain. The separately identifiable intangible assets
generally include developed technology, customer relationships
and tradenames. We estimate the fair value of deferred revenue
related to product support assumed in connection with
acquisitions. The estimated fair value of deferred revenue is
determined by estimating the costs related to fulfilling the
obligations plus a normal profit margin. The estimated costs to
fulfill the support contracts are based on the historical direct
costs related to providing the support.
For any given acquisition, we may identify certain
pre-acquisition contingencies. We estimate the fair value of
such contingencies, which are included under the acquisition
method as part of the assets acquired or liabilities assumed, as
appropriate. Differences from these estimates are recorded in
the Consolidated Statements of Operations in the period in which
they are identified.
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Notes to
Consolidated Financial
Statements — (Continued)
Goodwill
and Intangible Assets
Goodwill. Our methodology for allocating the
purchase price relating to acquisitions is determined through
established valuation techniques. Goodwill is measured as the
excess of the cost of the acquisition over the sum of the
amounts assigned to tangible and identifiable intangible assets
acquired less liabilities assumed. We review goodwill for
impairment on an annual basis during the fourth quarter of the
fiscal year and whenever events or changes in circumstances
indicate the carrying value of goodwill may be impaired. In
testing for a potential impairment of goodwill, we determine the
carrying value (book value) of the assets and liabilities for
each reporting unit, which requires the allocation of goodwill
to each reporting unit. We then estimate the fair value of each
reporting unit, which are the same as our operating segments.
The first step in evaluating goodwill for impairment is to
determine if the estimated fair value of equity is greater than
the carrying value of equity of each reporting unit. If step one
indicates that impairment potentially exists, the second step is
performed to measure the amount of impairment, if any. Goodwill
impairment exists when the estimated fair value of goodwill is
less than its carrying value.
To determine the reporting units’ fair values in the
current year analysis, we used the income approach which is
based on the estimated discounted future cash flows of that
reporting unit. The estimated fair value of each reporting unit
under the income approach is corroborated with the market
approach which measures the value of a business through an
analysis of recent sales or offerings of a comparable entity. We
also consider our market capitalization on the date of the
analysis. The methodology applied in the current year analysis
was consistent with the methodology applied in the prior year
analysis, but was based on updated assumptions, as appropriate.
Our cash flow assumptions are based on historical and forecasted
revenue, operating costs and other relevant factors. To
determine the reporting units’ carrying values, we
allocated assets and liabilities based on either specific
identification or by using judgment for the remaining assets and
liabilities that are not specific to a reporting unit. Goodwill
was allocated to the reporting units based on a combination of
specific identification and relative fair values, which is
consistent with the methodology utilized in the prior year
impairment analysis. The use of relative fair values was
necessary for certain reporting units due to impairment charges
and changes in our operating structure in prior years.
Prior to performing our second step in the goodwill impairment
analysis, we perform an assessment of long-lived assets,
including intangible assets, for impairment.
Intangible Assets. In connection with our
acquisitions, we generally recognize assets for customer
relationships, developed technology (which consists of acquired
product rights, technologies, databases, and contracts),
in-process research and development, trademarks and tradenames.
Indefinite-lived intangible assets are not subject to
amortization. Finite-lived intangible assets are carried at cost
less accumulated amortization. Such amortization is provided on
a straight-line basis over the estimated useful lives of the
respective assets, generally from one to eleven years.
Amortization for developed technology is recognized in Cost of
revenue as Amortization of acquired product rights. Amortization
for customer relationships and certain tradenames is recognized
in Operating expenses.
On an interim basis, we assess the impairment of identifiable
intangible assets whenever events or changes in circumstances
indicate that an asset group’s carrying amount may not be
recoverable. Recoverability of certain finite-lived intangible
assets, particularly customer relationships and finite-lived
tradenames, would be measured by the comparison of the carrying
amount of the asset group to which the assets are assigned to
the sum of the undiscounted estimated future cash flows the
asset group is expected to generate. If the asset is considered
to be impaired, such amount would be measured as the difference
between the carrying amount of the asset and its fair value.
Recoverability and impairment of other finite-lived intangible
assets, particularly developed technology and patents, would be
measured by the comparison of the carrying amount of the asset
to the sum of undiscounted estimated future product revenues
offset by estimated future costs to dispose of the product. In
addition, for indefinite-lived intangible assets, we review such
assets for impairment on an annual basis consistent with the
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CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
timing of the annual evaluation for goodwill. These assets
generally include tradenames, trademarks and in-process research
and development. Recoverability of infinite-lived intangible
assets would be measured by the comparison of the carrying
amount of the asset to the sum of the discounted estimated
future cash flows the asset is expected to generate. If the
asset is considered to be impaired, such amount would be
measured as the difference between the carrying amount of the
asset and its fair value. Our cash flow assumptions are based on
historical and future revenue, operating costs, and other
relevant factors. Assumptions and estimates about the remaining
useful lives of our intangible assets are subjective and are
affected by changes to our business strategies. These estimates
may be subject to change.
Income
Taxes
The provision for income taxes is computed using the asset and
liability method, under which deferred tax assets and
liabilities are recognized for the expected future tax
consequences of temporary differences between the financial
reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards in each jurisdiction
in which we operate. Deferred tax assets and liabilities are
measured using the currently enacted tax rates that apply to
taxable income in effect for the years in which those tax assets
are expected to be realized or settled. We record a valuation
allowance to reduce deferred tax assets to the amount that is
believed more likely than not to be realized.
We are required to compute our income taxes in each federal,
state, and international jurisdiction in which we operate. This
process requires that we estimate the current tax exposure as
well as assess temporary differences between the accounting and
tax treatment of assets and liabilities, including items such as
accruals and allowances not currently deductible for tax
purposes. The income tax effects of the differences we identify
are classified as current or long-term deferred tax assets and
liabilities in our Consolidated Balance Sheets. Our judgments,
assumptions, and estimates relative to the current provision for
income tax take into account current tax laws, our
interpretation of current tax laws, and possible outcomes of
current and future audits conducted by foreign and domestic tax
authorities. Changes in tax laws or our interpretation of tax
laws and the resolution of current and future tax audits could
significantly impact the amounts provided for income taxes in
our Consolidated Balance Sheets and Consolidated Statements of
Operations. We must also assess the likelihood that deferred tax
assets will be realized from future taxable income and, based on
this assessment, establish a valuation allowance, if required.
Our determination of our valuation allowance is based upon a
number of assumptions, judgments, and estimates, including
forecasted earnings, future taxable income, and the relative
proportions of revenue and income before taxes in the various
domestic and international jurisdictions in which we operate. To
the extent we establish a valuation allowance or change the
valuation allowance in a period, we reflect the change with a
corresponding increase or decrease to our tax provision in our
Consolidated Statements of Operations.
We apply the authoritative guidance on income taxes that
prescribes a minimum recognition threshold a tax position is
required to meet before being recognized in the financial
statements. It also provides guidance on derecognition,
measurement, classification, interest and penalties, accounting
in interim periods, disclosure and transition.
This guidance prescribes a two-step process to determine the
amount of tax benefit to be recognized. The first step is to
evaluate the tax position for recognition by determining if the
weight of available evidence indicates that it is more likely
than not that the position will be sustained on audit, including
resolution of related appeals or litigation processes, if any.
The second step requires us to estimate and measure the tax
benefit as the largest amount that is more than 50% likely to be
realized upon ultimate settlement. It is inherently difficult
and subjective to estimate such amounts, as this requires us to
determine the probability of various possible outcomes. We
reevaluate these uncertain tax positions on a quarterly basis.
This evaluation is based on factors including, but not limited
to, changes in facts or circumstances, changes in tax law,
effectively settled issues under audit, and new audit activity.
Such a change in recognition or measurement would result in the
recognition of a tax benefit or an additional charge to the tax
provision in the period.
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CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
Stock-Based
Compensation
Stock-based compensation is measured at the grant date based on
the fair value of the award and is recognized as expense over
the requisite service period, which is generally the vesting
period of the respective award. No compensation cost is
ultimately recognized for awards for which employees do not
render the requisite service and are forfeited.
Fair Value of Stock-Based Awards. We have
issued and outstanding three types of stock-based awards: stock
options, restricted stock units and stock purchase rights.
| • | Stock Options. We use the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the grant date fair value of options using an option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected life of the awards, actual and projected employee stock option exercise and cancellation behaviors, risk-free interest rates and expected dividends. We estimate the expected life of options granted based on an analysis of our historical experience of employee exercise and post-vesting termination behavior considered in relation to the contractual life of the option. Expected volatility is based on the average of historical volatility for the period commensurate with the expected life of the option and the implied volatility of traded options. The risk free interest rate is equal to the U.S. Treasury constant maturity rates for the period equal to the expected life. We do not currently pay cash dividends on our common stock and do not anticipate doing so in the foreseeable future. Accordingly, our expected dividend yield is zero. | |
| • | Restricted Stock Units. The fair value of each Restricted Stock Unit (“RSU”) is equal to the market value of Symantec’s common stock on the date of grant. | |
| • | Stock Purchase Rights. The fair value of each Employee Stock Purchase Plan (“ESPP”) right is equal to the 15% discount on the shares on the date of purchase. |
Concentrations
of Credit Risk
A significant portion of our revenue and net income (loss) is
derived from international sales and independent agents and
distributors. Fluctuations of the U.S. dollar against
foreign currencies, changes in local regulatory or economic
conditions, piracy, or nonperformance by independent agents or
distributors could adversely affect operating results.
Financial instruments that potentially subject us to
concentrations of credit risk consist principally of cash and
cash equivalents, short-term investments, trade accounts
receivable, and forward foreign exchange contracts. Our
investment portfolio is diversified and consists of investment
grade securities. Our investment policy limits the amount of
credit risk exposure to any one issuer and to any one country.
We are exposed to credit risks in the event of default by the
issuers to the extent of the amount recorded in the Consolidated
Balance Sheets. The credit risk in our trade accounts receivable
is substantially mitigated by our credit evaluation process,
reasonably short collection terms, and the geographical
dispersion of sales transactions. We maintain reserves for
potential credit losses and such losses have been within
management’s expectations. See Note 10 for details of
significant customers.
Advertising
Costs
Advertising costs are charged to operations as incurred and
include electronic and print advertising, trade shows,
collateral production, placement fees with hardware
manufacturers, and all forms of direct marketing. Advertising
costs included in Sales and marketing expense for fiscal 2011,
2010, and 2009 were $668 million, $615 million, and
$572 million, respectively.
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Notes to
Consolidated Financial
Statements — (Continued)
Recently
Issued and Adopted Authoritative Guidance
In the first quarter of fiscal 2011, we adopted new
authoritative guidance which changes the model for determining
whether an entity should consolidate a variable interest entity
(“VIE”). The standard replaces the quantitative-based
risks and rewards calculation for determining which enterprise
has a controlling financial interest in a VIE with an approach
focused on identifying which enterprise has the power to direct
the activities of a VIE and the obligation to absorb losses of
the entity or the right to receive the entity’s residual
returns. The adoption of this guidance did not have an impact on
our consolidated financial statements for fiscal 2011.
In the fourth quarter of fiscal 2011, updated authoritative
guidance was issued to modify Step 1 of the goodwill impairment
test for reporting units with zero or negative carrying amounts.
For those reporting units, an entity is required to perform Step
2 of the goodwill impairment test if it is more likely than not
that a goodwill impairment exists. In determining whether it is
more likely than not that a goodwill impairment exists, we will
need to consider whether there are any adverse qualitative
factors indicating that an impairment may exist. The adoption of
this guidance will be effective beginning April 2, 2011,
the first quarter of our fiscal 2012. The updated guidance may
require us to perform the step 2 for our Services reporting unit
upon adoption. The adoption of this guidance could potentially
result in an impairment of the goodwill recorded in the Services
reporting unit of up to $19 million.
| Note 2. | Fair Value Measurements |
We measure assets and liabilities at fair value based on an
expected exit price as defined by the authoritative guidance on
fair value measurements, which represents the amount that would
be received on the sale of an asset or paid to transfer a
liability, as the case may be, in an orderly transaction between
market participants. As such, fair value may be based on
assumptions that market participants would use in pricing an
asset or liability. The authoritative guidance on fair value
measurements establishes a consistent framework for measuring
fair value on either a recurring or nonrecurring basis whereby
inputs, used in valuation techniques, are assigned a
hierarchical level. The following are the hierarchical levels of
inputs to measure fair value:
| • | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| • | Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| • | Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
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Notes to
Consolidated Financial
Statements — (Continued)
Assets
Measured and Recorded at Fair Value on a Recurring
Basis
The following table summarizes our assets that are measured at
fair value on a recurring basis, by level, within the fair value
hierarchy:
| As of April 1, 2011 | As of April 2, 2010 | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
|
Cash equivalents:
|
||||||||||||||||||||||||||||||||
|
Money market
funds(1)
|
$ | 1,866 | $ | — | $ | — | $ | 1,866 | $ | 2,046 | $ | — | $ | — | $ | 2,046 | ||||||||||||||||
|
Bank securities and
deposits(2)
|
— | 204 | — | 204 | — | 216 | — | 216 | ||||||||||||||||||||||||
|
Government
securities(2)
|
— | — | — | — | — | 116 | — | 116 | ||||||||||||||||||||||||
|
Total
|
$ | 1,866 | $ | 204 | $ | — | $ | 2,070 | $ | 2,046 | $ | 332 | $ | — | $ | 2,378 | ||||||||||||||||
| (1) | Level 1 securities are based on quoted market prices of the identical underlying security. | |
| (2) | Level 2 securities are priced using quoted market prices for similar instruments and nonbinding market prices that are corroborated by observable market data. |
Assets
and Liabilities Measured and Recorded at Fair Value on a
Nonrecurring Basis
The following table summarizes our assets measured at fair value
on a nonrecurring basis, by level, within the fair value
hierarchy:
|
Losses |
Losses |
|||||||||||||||||||||||||||
|
Fiscal Year |
Fiscal Year |
|||||||||||||||||||||||||||
|
Ended |
Ended |
|||||||||||||||||||||||||||
|
April 1, |
April 1, |
April 2, |
April 2, |
|||||||||||||||||||||||||
| 2011 | Level 2 | Level 3 | 2011 | 2010 | Level 2 | 2010 | ||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||
|
Assets held for sale
|
$ | — | $ | — | $ | — | $ | 2 | $ | 34 | $ | 34 | $ | 20 | ||||||||||||||
|
Indefinite-lived intangible assets
|
$ | 1,250 | $ | — | $ | 1,250 | $ | 27 | $ | — | $ | — | $ | — | ||||||||||||||
|
Long-term debt
|
$ | 497 | $ | 497 | $ | — | $ | 16 | $ | — | $ | — | $ | — | ||||||||||||||
Assets Held for Sale. Assets held for sale
during fiscal 2011 were measured at fair value, less costs to
sell, using Level 2 inputs consisting of recent offers made
by third parties to purchase the properties or valuation
appraisals. As of April 1, 2011, we reclassified all
remaining assets held for sale valued at $2 million to
assets held for use within Property and equipment. During fiscal
2011, 2010 and 2009, we recorded impairments as a result of fair
value measurements of $2 million, $20 million, and
$46 million, respectively. As of April 2, 2010 assets
held for sale was $34 million. During fiscal years 2010 and
2009, we sold assets held for sale for $42 million and
$40 million which resulted in a $10 million and
immaterial loss, respectively. Assets held for sale were
included in Other current assets.
Indefinite-lived intangible assets. During
fiscal 2011, we recorded an impairment charge of
$27 million which reduced the gross carrying value of
indefinite-lived tradenames. This impairment charge was due to
reductions in expected future cash flows for certain
indefinite-lived tradenames related to the Consumer segment.
This impairment charge was recorded within Impairment of
intangible assets and goodwill on the Consolidated Statements of
Operations.
Long-Term Debt. In fiscal 2011, we repurchased
$500 million of aggregate principal amount of our
0.75% Notes , which had a net book value of
$481 million. Concurrently with the repurchase, we sold a
proportionate share of the initial note hedges back to the note
hedge counterparties for approximately $13 million. These
transactions resulted in a loss from extinguishment of debt of
approximately $16 million, which represents
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SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
the difference between book value of the notes net of the
remaining unamortized discount prior to repurchase and the fair
value of the liability component of the notes upon repurchase.
The fair value of the liability component was calculated to be
$497 million using Level 2 inputs based on market
prices for similar convertible debt instruments and resulting
yields. See Note 6 for further details.
| Note 3. | Acquisitions |
Fiscal
2011 acquisitions
Identity
and Authentication Business of VeriSign, Inc.
On August 9, 2010, we completed the acquisition of the
identity and authentication business of VeriSign, which included
a controlling interest in VeriSign Japan and equity interests in
certain other subsidiary entities. In exchange for the assets
and liabilities of the acquired business, we paid a total
purchase price of $1.29 billion in cash, which included net
cash and working capital adjustments of $3 million. No
equity interests were issued. The results of operations of the
identity and authentication business of VeriSign are included
since the date of acquisition as part of the Security and
Compliance segment. Supplemental pro forma information for
VeriSign was not material to our financial results and was
therefore not included. For fiscal 2011, we recorded
acquisition-related transaction costs of $11 million, which
were included in general and administrative expense.
The following table presents the purchase price allocation
included in our Consolidated Balance Sheets (in millions):
|
Net tangible
assets(1)
|
$ | 178 | ||
|
Intangible
assets(2)
|
628 | |||
|
Goodwill(3)
|
602 | |||
|
Deferred tax liability
|
(38 | ) | ||
|
Noncontrolling interest in VeriSign
Japan(4)
|
(85 | ) | ||
|
Total purchase price
|
$ | 1,285 | ||
| (1) | Net tangible assets included deferred revenue, which was adjusted down from $286 million to $68 million, representing our estimate of the fair value of the contractual obligation assumed for the support of the authentication business. | |
| (2) | Intangible assets included customer relationships of $226 million, developed technology of $123 million and tradenames of $5 million, which are amortized over their estimated useful lives of 18 months to nine years. The weighted-average estimated useful lives were 8.0 years for customer relationships and 9.0 years for developed technology. Intangible assets also included indefinite-lived tradenames and trademarks of $274 million. | |
| (3) | Goodwill is partially tax deductible. The goodwill amount resulted primarily from our expectation of synergies from the integration of VeriSign product offerings with our product offerings. | |
| (4) | The fair value of the noncontrolling interest was calculated on a market basis using the closing stock price of VeriSign Japan on the date of acquisition. |
PGP
Corporation
On June 4, 2010, we completed the acquisition of PGP
Corporation (“PGP”), a nonpublic provider of email and
data encryption software. In exchange for all of the voting
equity interests of PGP, we paid a total purchase price of
$306 million, excluding cash acquired. The results of
operations of PGP are included since the date of acquisition as
part of the Security and Compliance segment. Supplemental pro
forma information for PGP was not material to our financial
results and was therefore not included. For fiscal 2011, we
recorded acquisition-related transaction costs of
$1 million, which were included in general and
administrative expense.
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Notes to
Consolidated Financial
Statements — (Continued)
The following table presents the purchase price allocation
included in our Consolidated Balance Sheets (in millions):
|
Net tangible
assets(1)
|
$ | 7 | ||
|
Intangible
assets(2)
|
74 | |||
|
Goodwill(3)
|
225 | |||
|
Total purchase price
|
$ | 306 | ||
| (1) | Net tangible assets included deferred revenue, which was adjusted down from $55 million to $9 million, representing our estimate of the fair value of the contractual obligation assumed for support services. | |
| (2) | Intangible assets included customer relationships of $29 million, developed technology of $39 million, and definite-lived tradenames of $3 million, which are amortized over their estimated useful lives of two to eight years. The weighted-average estimated useful lives were 8.0 years for customer relationships, 5.0 years for developed technology, and 2.0 years for definite-lived tradenames. Intangible assets also included indefinite-lived in-process research and development (“IPR&D”) of $3 million. | |
| (3) | Goodwill is not tax deductible. The goodwill amount resulted primarily from our expectation of synergies from the integration of PGP product offerings with our product offerings. |
Other
Fiscal 2011 acquisitions
During fiscal 2011, in addition to VeriSign and PGP, we
completed the acquisitions of GuardianEdge Technologies, Inc.
(“GuardianEdge”) and two other businesses for an
aggregate of $91 million in cash, including $1 million
in assumed equity awards at fair value. The results of
operations for the acquired companies have been included in the
Security and Compliance segment since their respective
acquisition dates. Supplemental pro forma information for these
acquisitions was not material to our financial results and was
therefore not included. For fiscal 2011, we recorded
acquisition-related transaction costs of $2 million, which
were included in general and administrative expense.
The following table presents the purchase price allocation
included in our Consolidated Balance Sheets (in millions):
| GuardianEdge | Others | Total | ||||||||||
|
Acquisition date
|
June 3, 2010 | Various | ||||||||||
|
Net tangible
assets(1)
|
$ | 3 | $ | — | $ | 3 | ||||||
|
Intangible
assets(2)
|
30 | 6 | 36 | |||||||||
|
Goodwill(3)
|
40 | 12 | 52 | |||||||||
|
Total purchase price
|
$ | 73 | $ | 18 | $ | 91 | ||||||
| (1) | Net tangible assets included deferred revenue, which was adjusted down from $17 million to $2 million, representing our estimate of the fair value of the contractual obligation assumed for support services. | |
| (2) | Intangible assets included customer relationships of $24 million and developed technology of $12 million, which are amortized over their estimated useful lives of three to nine years. The weighted-average estimated useful lives were 9.0 years for customer relationships and 5.0 years for developed technology. | |
| (3) | Goodwill is partially tax deductible. The goodwill amount resulted primarily from our expectation of synergies from the integration of the acquisitions’ product offerings with our product offerings. |
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CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
Fiscal
2010 acquisitions
During fiscal 2010, we completed two acquisitions of nonpublic
companies for an aggregate of $42 million in cash. No
equity interests were issued. We recorded goodwill in connection
with each of these acquisitions, which resulted primarily from
our expectation of synergies from the integration of the
acquired company’s technology with our technology. The
goodwill for these acquisitions is only partially tax
deductible, if at all. The results of operations for the
acquired companies have been included in our results of
operations since their respective acquisition dates. These
acquisitions are included in our Security and Compliance segment.
The following table presents the purchase price allocation
included in our Consolidated Balance Sheets (in millions):
|
Acquisition date
|
Various | |||
|
Net tangible assets (liabilities)
|
$ | — | ||
|
Intangible
assets(1)
|
18 | |||
|
Goodwill
|
24 | |||
|
Total purchase price
|
$ | 42 | ||
| (1) | Intangible assets included customer relationships of $13 million and developed technology of $5 million, which are amortized over their estimated useful lives of four to eleven years. The weighted-average estimated useful lives were 10.0 years for customer relationships and 4.0 years for developed technology. |
Fiscal
2009 acquisitions
MessageLabs
On November 14, 2008, we completed the acquisition of
MessageLabs Group Limited (“MessageLabs”), a nonpublic
United Kingdom-based provider of on-line services to protect,
control, encrypt, and archive electronic communications. The
acquisition complements our SaaS business. In exchange for all
of the voting equity interests of MessageLabs, we paid the
following (in millions):
|
Cash paid for acquisition of common stock outstanding, excluding
cash acquired
|
$ | 632 | ||
|
Acquisition-related transaction costs
|
8 | |||
|
Total purchase price
|
$ | 640 | ||
The results of operations for MessageLabs are included since the
date of acquisition as part of the Security and Compliance
segment. Supplemental proforma information for MessageLabs was
not material to our financial results and was therefore not
included. The purchase price was subject to an adjustment of up
to an additional $13 million in cash due to estimates in
the initial purchase price that were not finalized. As a result,
subsequent to the acquisition date, the Company paid an
additional $10 million to the seller which was allocated to
Goodwill.
The following table presents the purchase price allocation
(in millions):
|
Net tangible
assets(1)
|
$ | 20 | ||
|
Intangible
assets(2)
|
170 | |||
|
Goodwill(3)
|
480 | |||
|
Deferred tax liability
|
(30 | ) | ||
|
Total purchase price
|
$ | 640 | ||
| (1) | Net tangible assets included deferred revenue, which was adjusted down from $34 million to $10 million, representing our estimate of the fair value of the contractual obligation assumed for support services. |
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CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
| (2) | Intangible assets included customer relationships of $127 million, developed technology of $39 million, and definite-lived tradenames of $4 million, which are amortized over their estimated useful lives of one to eight years. The weighted-average estimated useful lives were 8.0 years for customer relationships, 4.0 years for developed technology, and 1.0 years for definite-lived tradenames. | |
| (3) | Goodwill was not tax deductible. The goodwill amount resulted primarily from our expectation of synergies from the integration of MessageLabs product offerings with our product offerings. |
Other
fiscal 2009 acquisitions
During fiscal 2009, in addition to MessageLabs, we completed
acquisitions of five nonpublic companies for an aggregate of
$478 million in cash, including $6 million in
acquisition-related expenses resulting from financial advisory,
legal and accounting services, duplicate sites, and severance.
No equity interests were issued. We recorded goodwill in
connection with each of these acquisitions, which resulted
primarily from our expectation of synergies from the integration
of the acquired company’s technology with our technology
and the acquired company’s access to our global
distribution network. In addition, each acquired company
provided a knowledgeable and experienced workforce. Most of the
goodwill from the PC Tools Pty Limited (“PC Tools”)
acquisition was tax deductible, while goodwill for the other
acquisitions was not tax deductible or was not material. The
results of operations for the acquired companies have been
included in our results of operations since their respective
acquisition dates. AppStream, Inc. (“AppStream”), and
the Other acquisitions are included in our Security and
Compliance segment and SwapDrive, Inc. (“SwapDrive”)
and PC Tools are included in our Consumer segment.
The following table presents the purchase price allocations
related to these other fiscal 2009 acquisitions (in
millions):
| AppStream | SwapDrive | PC Tools | Others | Total | ||||||||||||||||
| (In millions) | ||||||||||||||||||||
|
Acquisition date
|
April 18, 2008 | June 6, 2008 | October 6, 2008 | Various | ||||||||||||||||
|
Net tangible assets (liabilities)
|
$ | 14 | $ | 2 | $ | (11 | ) | $ | — | $ | 5 | |||||||||
|
Intangible
assets(1)
|
11 | 42 | 100 | 12 | 165 | |||||||||||||||
|
Goodwill
|
27 | 81 | 173 | 27 | 308 | |||||||||||||||
|
Total purchase price
|
$ | 52 | $ | 125 | $ | 262 | $ | 39 | $ | 478 | ||||||||||
| (1) | Intangible assets included customer relationships of $43 million, developed technology of $90 million and definite-lived tradenames of $1 million, which are amortized over their estimated useful lives of one to nine years. The weighted-average estimated useful lives were 6.5 years for customer relationships, 5.5 years for developed technology, and 1.4 years for definite-lived tradenames. Intangible assets also included indefinite-lived trade-names of $31 million. |
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Notes to
Consolidated Financial
Statements — (Continued)
| Note 4. | Goodwill and Intangible Assets |
Goodwill
The changes in the carrying amount of goodwill are as follows:
|
Storage and |
||||||||||||||||||||
|
Security and |
Server |
|||||||||||||||||||
| Consumer | Compliance | Management | Services | Total | ||||||||||||||||
| (In millions) | ||||||||||||||||||||
|
Net balance as of April 3,
2009(1)
|
$ | 356 | $ | 1,355 | $ | 2,457 | $ | 393 | $ | 4,561 | ||||||||||
|
Operating segment
reclassification(2)
|
— | 193 | 191 | (384 | ) | — | ||||||||||||||
|
Goodwill acquired through
acquisitions(3)
|
— | 24 | — | — | 24 | |||||||||||||||
|
Goodwill
adjustments(4)
|
— | 10 | — | 10 | 20 | |||||||||||||||
|
Net balance as of April 2,
2010(5)
|
$ | 356 | $ | 1,582 | $ | 2,648 | $ | 19 | $ | 4,605 | ||||||||||
|
Goodwill acquired through
acquisitions(3)
|
— | 880 | — | — | 880 | |||||||||||||||
|
Goodwill
adjustments(6)
|
7 | 2 | — | — | 9 | |||||||||||||||
|
Net balance as of April 1,
2011(7)
|
$ | 363 | $ | 2,464 | $ | 2,648 | $ | 19 | $ | 5,494 | ||||||||||
| (1) | Gross goodwill balances for the Consumer, Security and Compliance, Storage and Server Management, and Services were $356 million, $4.1 billion, $6.7 billion, and $913 million, respectively as of April 3, 2009. Accumulated impairments for the Security and Compliance, Storage and Server Management, and Services were $2.7 billion, $4.2 billion, and $520 million, respectively as of April 3, 2009. There was no impairment for the Consumer segment as of April 3, 2009. | |
| (2) | During the first quarter of fiscal 2010, we changed our reporting segments to better align to our operating structure, resulting in the Enterprise Vault products that were formerly included in the Security and Compliance segment being moved to the Storage and Server Management segment. Also, SaaS, which was a standalone reporting unit in fiscal 2009, moved to both the Security and Compliance and the Storage and Server Management segments from the Services segment in accordance with the nature of the service delivered. The predominant amount of SaaS goodwill went to the Security and Compliance segment. See Note 11 for segment information. | |
| (3) | See Note 3 for acquisitions completed in fiscal 2011 and 2010. | |
| (4) | Adjustments were primarily due to tax adjustments for prior acquisitions that were accounted for under the prior authoritative guidance on business combinations. | |
| (5) | Gross goodwill balances for the Consumer, Security and Compliance, Storage and Server Management, and Services were $356 million, $4.0 billion, $7.2 billion, and $461 million, respectively as of April 2, 2010. Accumulated impairments for Security and Compliance, Storage and Server Management, and Services were $2.4 billion, $4.6 billion, and $442 million, respectively as of April 2, 2010. There was no impairment for the Consumer segment as of April 2, 2010. These balances are reflective of amounts after adjustment for segment reclassifications during the period. | |
| (6) | Adjustments were primarily due to foreign currency exchange rate fluctuations. | |
| (7) | Gross goodwill balances for the Consumer, Security and Compliance, Storage and Server Management, and Services were $363 million, $4.9 billion, $7.2 billion, and $461 million, respectively as of April 1, 2011. Accumulated impairments for Security and Compliance, Storage and Server Management, and Services were $2.4 billion, $4.6 billion, and $442 million, respectively as of April 1, 2011. There was no impairment for the Consumer segment as of April 1, 2011. |
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Notes to
Consolidated Financial
Statements — (Continued)
During the fourth quarter of fiscal 2011, in accordance with our
accounting policy described in Note 1, we performed our
annual impairment analysis and determined that goodwill was not
impaired.
Intangible
assets, net
| April 1, 2011 | ||||||||||||||||
|
Weighted-Average |
||||||||||||||||
|
Gross Carrying |
Accumulated |
Net Carrying |
Remaining |
|||||||||||||
| Amount | Amortization | Amount | Useful Life | |||||||||||||
| ($ in millions) | ||||||||||||||||
|
Customer relationships
|
$ | 2,121 | $ | (1,227 | ) | $ | 894 | 3 years | ||||||||
|
Developed
technology(1)
|
1,810 | (1,567 | ) | 243 | 4 years | |||||||||||
|
Definite-lived tradenames
|
136 | (80 | ) | 56 | 4 years | |||||||||||
|
Patents
|
75 | (62 | ) | 13 | 2 years | |||||||||||
|
Indefinite-lived
tradenames(2)
|
302 | — | 302 | Indefinite | ||||||||||||
|
Indefinite-lived IPR&D
|
3 | — | 3 | Indefinite | ||||||||||||
|
Total
|
$ | 4,447 | $ | (2,936 | ) | $ | 1,511 | 3 years | ||||||||
| April 2, 2010 | ||||||||||||||||
|
Weighted-Average |
||||||||||||||||
|
Gross Carrying |
Accumulated |
Net Carrying |
Remaining |
|||||||||||||
| Amount | Amortization | Amount | Useful Life | |||||||||||||
| ($ in millions) | ||||||||||||||||
|
Customer relationships
|
$ | 1,839 | $ | (973 | ) | $ | 866 | 4 years | ||||||||
|
Developed
technology(1)
|
1,635 | (1,458 | ) | 177 | 1 year | |||||||||||
|
Definite-lived tradenames
|
128 | (66 | ) | 62 | 5 years | |||||||||||
|
Patents
|
75 | (54 | ) | 21 | 3 years | |||||||||||
|
Indefinite-lived tradenames
|
53 | — | 53 | Indefinite | ||||||||||||
|
Total
|
$ | 3,730 | $ | (2,551 | ) | $ | 1,179 | 3 years | ||||||||
| (1) | Developed technology is also known as acquired product rights. | |
| (2) | During fiscal 2011, we recorded an impairment of $27 million which reduced the gross carrying value of indefinite-lived tradenames. This impairment charge was due to reductions in expected future cash flows for certain indefinite-lived tradenames related to the Consumer segment. This impairment charge was recorded within Impairment of intangible assets and goodwill on the Consolidated Statements of Operations. |
Amortization expense was $385 million, $481 million,
and $585 million in fiscal 2011, 2010, and 2009,
respectively.
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Notes to
Consolidated Financial
Statements — (Continued)
Total future amortization expense for intangible assets that
have definite lives, based upon our existing intangible assets
and their current estimated useful lives as of April 1,
2011, is estimated as follows (in millions):
|
2012
|
$ | 362 | ||
|
2013
|
326 | |||
|
2014
|
181 | |||
|
2015
|
127 | |||
|
2016
|
76 | |||
|
Thereafter
|
134 | |||
|
Total
|
$ | 1,206 | ||
| Note 5. | Investment in Joint Venture |
On February 5, 2008, Symantec formed Huawei-Symantec
Technologies Co., Ltd. (“joint venture”) with a
subsidiary of Huawei Technologies Co., Limited
(“Huawei”). The joint venture is domiciled in Hong
Kong with principal operations in Chengdu, China. We contributed
cash of $150 million, licenses related to certain
intellectual property and intangible assets in exchange for 49%
of the outstanding common shares of the joint venture. The joint
venture develops, manufactures, supports and markets security
and storage appliances and solutions to global
telecommunications carriers and enterprise customers. Huawei
contributed its telecommunications storage and security business
assets, engineering, sales and marketing resources, personnel,
and licenses related to intellectual property in exchange for a
51% ownership interest in the joint venture.
The contribution of assets to the joint venture was accounted
for at its carrying value. The historical carrying value of the
assets contributed by Symantec comprised a significant portion
of the net assets of the joint venture. As a result, our
carrying value of the investment in the joint venture exceeded
our proportionate share in the book value of the joint venture
by approximately $75 million upon formation of the joint
venture. As the contributions for both Symantec and Huawei were
recorded at historical carrying value by the joint venture, this
basis difference is attributable to the contributed identified
intangible assets. The basis difference is being amortized over
a weighted-average period of 9 years, the estimated useful
lives of the underlying identified intangible assets to which
the basis difference is attributed.
We have a one-time option to purchase an additional two percent
ownership interest from Huawei for $28 million. The period
to exercise this option began on February 5, 2011. We
determined the value of the option using the Black-Scholes
option-pricing model. The value of the option is not considered
material to the financial statements. We have concluded that the
option does not meet the definition of a derivative under the
authoritative guidance. As of the date of this filing, we
continue to evaluate the exercise of this option.
If Symantec declines its option to purchase the additional two
percent ownership interest, Symantec and Huawei would each then
have the right to purchase all of the other partner’s
ownership interest through a bid process. As of the date of this
filing, this bid process has not been triggered.
We account for our investment in the joint venture under the
equity method of accounting. Under this method, we record our
proportionate share of the joint venture’s net income or
loss based on the quarterly financial statements of the joint
venture. We record our proportionate share of net income or loss
one quarter in arrears. In determining our share of the joint
venture’s net income or loss, we adjust the joint
venture’s reported results to recognize the amortization
expense associated with the basis difference described above.
Summarized audited
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Notes to
Consolidated Financial
Statements — (Continued)
Statement of Operations information for the joint venture and
the calculation of our share of the joint venture’s loss
are as follows:
|
For the Period from |
For the Period from |
For the Period from |
||||||||||
|
January 1, 2010 to |
January 1, 2009 to |
February 5, 2008 to |
||||||||||
| December 31, 2010 | December 31, 2009 | December 31, 2008 | ||||||||||
| ($ in millions) | ||||||||||||
|
Net revenue
|
$ | 370 | $ | 224 | $ | 28 | ||||||
|
Gross margin
|
157 | 87 | 7 | |||||||||
|
Net loss, as reported by the joint venture
|
$ | (46 | ) | $ | (63 | ) | $ | (92 | ) | |||
|
Symantec’s ownership interest
|
49 | % | 49 | % | 49 | % | ||||||
|
Symantec’s proportionate share of net loss
|
$ | (23 | ) | $ | (31 | ) | $ | (45 | ) | |||
|
Adjustment for amortization of basis difference
|
(8 | ) | (8 | ) | (8 | ) | ||||||
|
Loss from joint venture
|
$ | (31 | ) | $ | (39 | ) | $ | (53 | ) | |||
| Note 6. | Debt |
Senior
notes
In the second quarter of fiscal 2011, we issued
$350 million in principal amount of 2.75% Notes due
September 15, 2015 and $750 million in principal
amount of 4.20% Notes due September 15, 2020,
collectively referred to as the “Senior Notes”, for an
aggregate principal amount of $1.1 billion. The
2.75% Notes and 4.20% Notes are senior unsecured
obligations of the Company that rank equally in right of payment
with all of our existing and future unsecured and unsubordinated
obligations and are redeemable by us at any time, subject to a
“make-whole” premium. Our proceeds were
$1.1 billion, net of an issuance discount of approximately
$3 million resulting from sale of the notes at a yield
slightly above the stated coupons. We also incurred issuance
costs of approximately $6.2 million. Both the discount and
issuance costs are being amortized as incremental non-cash
interest expense over the respective terms of the notes. The
2.75% Notes and 4.20% Notes bear interest at 2.75% and
4.20% per annum, respectively. Interest is payable semiannually
in arrears on the 15th of March and September, beginning
March 15, 2011.
Convertible
senior notes
In June 2006, we issued $1.1 billion in principal amount of
0.75% Notes due 2011 and $1.0 billion in principal
amount of 1.00% Notes due 2013, collectively referred to as
the “Convertible Senior Notes”. We received proceeds
of $2.1 billion from the Convertible Senior Notes and
incurred net transaction costs of approximately
$33 million, of which $9 million was allocated to
equity and the remainder allocated proportionately to the
0.75% Notes and 1.00% Notes. The 0.75% Notes and
1.00% Notes were each issued at par and bear interest at
0.75% and 1.00% per annum, respectively. Interest is payable
semiannually in arrears on June 15 and December 15,
beginning December 15, 2006.
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Notes to
Consolidated Financial
Statements — (Continued)
The following table summarizes information regarding the equity
and liability components of the Convertible Senior Notes:
| As of | ||||||||
|
April 1, |
April 2, |
|||||||
| 2011 | 2010 | |||||||
| (In millions) | ||||||||
|
Equity component
|
$ | 462 | $ | 586 | ||||
|
Principal amount
|
$ | 1,600 | $ | 2,100 | ||||
|
Unamortized discount
|
(115 | ) | (229 | ) | ||||
|
Liability component
|
$ | 1,485 | $ | 1,871 | ||||
The effective interest rate, contractual interest expense and
amortization of debt discount for the Convertible Senior Notes
was as follows:
| Fiscal Year Ended | ||||||||||||
|
April 1, |
April 2, |
April 3, |
||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| As Adjusted | ||||||||||||
| (In millions) | ||||||||||||
|
Effective interest rate
|
6.78 | % | 6.78 | % | 6.78 | % | ||||||
|
Interest expense — contractual
|
$ | 16 | $ | 18 | $ | 18 | ||||||
|
Interest expense — amortization of debt discount
|
$ | 96 | $ | 104 | $ | 96 | ||||||
As of April 1, 2011, the remaining weighted-average
amortization period of the discount and debt issuance costs is
approximately 2 years and the if-converted value of the
Convertible Senior Notes does not exceed the principal amount of
the Convertible Senior Notes.
Each $1,000 of principal of the Convertible Senior Notes will
initially be convertible into 52.2951 shares of Symantec
common stock, which is the equivalent of $19.12 per share,
subject to adjustment upon the occurrence of specified events.
Holders of the Convertible Senior Notes may convert their
Convertible Senior Notes prior to maturity during specified
periods as follows: (1) during any calendar quarter,
beginning after June 30, 2006, if the closing price of our
common stock for at least 20 trading days in the 30 consecutive
trading days ending on the last trading day of the immediately
preceding calendar quarter is more than 130% of the applicable
conversion price per share; (2) if specified corporate
transactions, including a change in control, occur;
(3) with respect to the 0.75% Notes, at any time on or
after April 5, 2011, and with respect to the
1.00% Notes, at any time on or after April 5, 2013; or
(4) during the five
business-day
period after any five consecutive
trading-day
period during which the trading price of the Convertible Senior
Notes falls below a certain threshold. Upon conversion, we would
pay the holder the cash value of the applicable number of shares
of Symantec common stock, up to the principal amount of the
note. Amounts in excess of the principal amount, if any, may be
paid in cash or in stock at our option. Holders who convert
their Convertible Senior Notes in connection with a change in
control may be entitled to a “make whole” premium in
the form of an increase in the conversion rate. As of
April 1, 2011, none of the conditions allowing holders of
the Convertible Senior Notes to convert had been met. In
addition, upon a change in control of Symantec, the holders of
the Convertible Senior Notes may require us to repurchase for
cash all or any portion of their Convertible Senior Notes for
100% of the principal amount.
Concurrently with the issuance of the Convertible Senior Notes,
we entered into note hedge transactions with affiliates of
certain initial purchasers whereby we have the option to
purchase up to 110 million shares of our common stock at a
price of $19.12 per share. The options as to 58 million
shares expire on June 15, 2011 and the options as to
52 million shares expire on June 15, 2013. The options
must be settled in the same manner as we settle the Convertible
Senior Notes (cash or net shares). The cost of the note hedge
transactions to us was approximately $592 million. In
addition, we sold warrants to affiliates of certain initial
purchasers whereby they have the option to
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CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
purchase up to 110 million shares of our common stock at a
price of $27.3175 per share. The warrants expire on various
dates from July 2011 through August 2013 and must be settled in
net shares. We received approximately $326 million in cash
proceeds from the sale of these warrants.
In the second quarter of fiscal 2011, we repurchased
$500 million of aggregate principal amount of our
0.75% Notes. Concurrently with the repurchase, we sold a
proportionate share of the initial note hedges back to the note
hedge counterparties for approximately $13 million. These
transactions resulted in a loss from extinguishment of debt of
approximately $16 million, which represents the difference
between book value of the notes net of the remaining unamortized
discount prior to repurchase and the fair value of the liability
component of the notes upon repurchase. The net cost of the
repurchase of the 0.75% Notes and the concurrent sale of
the note hedges was $497 million in cash.
The remaining Convertible Senior Notes will have no impact on
diluted earnings per share (“EPS”) until the price of
our common stock exceeds the conversion price of $19.12 per
share because the principal amount of the Convertible Senior
Notes will be settled in cash upon conversion. Prior to
conversion, we will include the effect of the additional shares
that may be issued if our common stock price exceeds $19.12 per
share using the treasury stock method. As a result, for the
first $1.00 by which the average price of our common stock for a
quarterly period exceeds $19.12 per share there would be
dilution of approximately 1.6 million shares on the
0.75% Notes and 2.6 million shares on the
1.00% Notes. As the share price continues to increase,
additional dilution would occur at a declining rate such that an
average price of $27.3175 per share would yield cumulative
dilution of approximately 25.1 million shares. If the
average price of our common stock exceeds $27.3175 per share for
a quarterly period we will also include the effect of the
additional potential shares that may be issued related to the
warrants using the treasury stock method. The Convertible Senior
Notes along with the warrants have a combined dilutive effect
such that for the first $1.00 by which the average price exceeds
$27.3175 per share there would be cumulative dilution of
approximately 30.1 million shares prior to conversion. As
the share price continues to increase, additional dilution would
occur but at a declining rate.
Prior to conversion, the note hedge transactions are not
considered for purposes of the EPS calculation, as their effect
would be anti-dilutive. Upon conversion, the note hedge will
automatically serve to neutralize the dilutive effect of the
remaining Convertible Senior Notes when the stock price is above
$19.12 per share. For example, if upon conversion the price of
our common stock was $28.3175 per share, the cumulative effect
of approximately 30.1 million shares in the example above
would be reduced to approximately 3 million shares.
The preceding calculations assume that the average price of our
common stock exceeds the respective conversion prices during the
period for which EPS is calculated and excludes any potential
adjustments to the conversion ratio provided under the terms of
the Convertible Senior Notes. See Note 13 for information
regarding the impact on EPS of the Convertible Senior Notes and
warrants in the current period.
Revolving
credit facility
In the second quarter of fiscal 2011, we entered into a
four-year $1.0 billion senior unsecured revolving credit
facility that expires in September 2014 (the “credit
facility”). The credit facility provides that we may borrow
up to $1.0 billion under revolving loans. Revolving loans
under the credit facility bear interest, at our option, either
at a rate equal to a) LIBOR plus a margin based on our
consolidated leverage ratio, as defined in the credit facility
agreement or b) the bank’s prime rate plus a margin
based on our consolidated leverage ratio, as defined in the
credit facility agreement. Under the terms of this credit
facility, we must comply with certain financial and
non-financial covenants, including a covenant to maintain a
specified ratio of debt to EBITDA (earnings before interest,
taxes, depreciation and amortization). As of April 1, 2011,
we were in compliance with all required covenants, and there was
no outstanding balance on the credit facility.
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CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
In addition, in the second quarter of fiscal 2011, we terminated
our previous $1.0 billion senior unsecured revolving credit
facility that we entered into in July 2006. At the time of
termination, there was no outstanding balance on the credit
facility. The original expiration date for this credit facility
was July 2011.
| Note 7. | Restructuring |
Our restructuring costs and liabilities consist primarily of
severance, benefits, and facilities costs. Severance and
benefits generally include severance payments, outplacement
services, health insurance coverage, effects of foreign currency
exchange, and legal costs. Facilities costs generally include
rent expense, less expected sublease income and lease
termination costs. Restructuring expenses are included in the
Other segment.
Fiscal
2011 Restructuring Plan (“Fiscal 2011
Plan”)
In the first quarter of fiscal 2011, management approved and
initiated a plan to expand our consulting partner sales and
delivery capabilities. This action was initiated to expand our
partner eco-system to better leverage their customer reach and
operational scale, which is resulting in a headcount reduction
within our consulting services organization. It is intended for
our customers to have greater choice in their providers for
technology services. The results of such action are to pay
severance and benefits to terminated employees. This plan is
expected to be substantially completed by the end of fiscal
2012, and the total remaining exit costs are estimated to range
from $5 million to $10 million.
Fiscal
2010 Restructuring Plan (“Fiscal 2010
Plan”)
In the fourth quarter of fiscal 2010, management approved and
initiated a plan to reduce worldwide operating costs through a
workforce realignment and reduce operating costs through a
facilities consolidation. These actions were initiated to
appropriately allocate resources to our key strategic
initiatives and streamline our operations to deliver better and
more efficient support to our customers and employees. During
fiscal 2011, we terminated operating leases and consolidated
facilities in North America and Europe. Total remaining costs
are estimated to range from $5 million to $8 million
and are expected to be substantially completed by the second
quarter of fiscal 2012. Excess facility obligations are expected
to be paid over the respective lease terms, the longest of which
extends through fiscal 2016.
Other
Exit and Disposal Costs
Excess Facilities. Largely as a result of
business acquisitions, management may deem certain facilities to
be in excess either at the time of acquisition or for a period
of time after the acquisition in conjunction with our efforts to
integrate and streamline our operations. As of April 1,
2011, liabilities for these excess facility obligations at
several locations around the world, are expected to be paid over
the respective lease terms, the longest of which extends through
fiscal 2018.
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Notes to
Consolidated Financial
Statements — (Continued)
Restructuring
summary
| Restructuring Liability | ||||||||||||||||||||||||
|
Cumulative |
||||||||||||||||||||||||
|
April 2, |
Net |
Cash |
April 1, |
Incurred to |
||||||||||||||||||||
| 2010 | Costs | Adjustment(1) | Payments | 2011 | Date | |||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||
|
Fiscal 2011 Plan:
|
||||||||||||||||||||||||
|
Severance
|
$ | — | $ | 17 | $ | (1 | ) | $ | (15 | ) | $ | 1 | $ | 16 | ||||||||||
|
Fiscal 2010 Plan:
|
||||||||||||||||||||||||
|
Severance
|
20 | 34 | (3 | ) | (49 | ) | 2 | 54 | ||||||||||||||||
|
Facilities
|
— | 18 | 1 | (9 | ) | 10 | 19 | |||||||||||||||||
|
Total restructuring:
|
20 | 69 | (3 | ) | (73 | ) | 13 | 89 | ||||||||||||||||
|
Other exit and disposal costs:
|
||||||||||||||||||||||||
|
Excess facilities and other
|
16 | 12 | (4 | ) | (11 | ) | 13 | |||||||||||||||||
|
Total liabilities
|
$ | 36 | $ | 81 | $ | (7 | ) | $ | (84 | ) | $ | 26 | ||||||||||||
|
Transition and other
related(1)
|
18 | — | ||||||||||||||||||||||
|
Total charges
|
$ | 99 | $ | (7 | ) | |||||||||||||||||||
|
Balance Sheet:
|
||||||||||||||||||||||||
|
Other current liabilities
|
||||||||||||||||||||||||
|
Other long-term obligations
|
$ | 28 | $ | 14 | ||||||||||||||||||||
|
Other exit and disposal costs:
|
8 | 12 | ||||||||||||||||||||||
| $ | 36 | $ | 26 | |||||||||||||||||||||
| (1) | Transition and other related costs consist primarily of the costs related to the outsourcing of business activities. |
| Note 8. | Commitments and Contingencies |
Lease
Commitments
We lease certain of our facilities and related equipment under
operating leases that expire at various dates through 2029. We
currently sublease some space under various operating leases
that will expire on various dates through 2016. Some of our
leases contain renewal options, escalation clauses, rent
concessions, and leasehold improvement incentives. Rent expense,
net was $89 million, $88 million, and $88 million
in fiscal 2011, 2010, and 2009, respectively.
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Notes to
Consolidated Financial
Statements — (Continued)
The following is a schedule by years of minimum future rentals
on noncancelable operating leases as of April 1, 2011(in
millions):
|
2012
|
$ | 94 | ||
|
2013
|
78 | |||
|
2014
|
67 | |||
|
2015
|
48 | |||
|
2016
|
31 | |||
|
Thereafter
|
90 | |||
|
Total minimum future lease payments:
|
$ | 408 | ||
|
Less: sublease income
|
7 | |||
|
Total minimum future lease payments,
net:(1)
|
$ | 401 | ||
| (1) | The total minimum future lease payments, net include $32 million related to restructuring activities. For more information, see Note 7. |
Purchase
Obligations
We have purchase obligations of $373 million as of
April 1, 2011 that are associated with agreements for
purchases of goods or services. Management believes that
cancellation of these contracts is unlikely and we expect to
make future cash payments according to the contract terms.
Indemnification
As permitted under Delaware law, we have agreements whereby we
indemnify our officers and directors for certain events or
occurrences while the officer or director is, or was, serving at
our request in such capacity. The maximum potential amount of
future payments we could be required to make under these
indemnification agreements is not limited; however, we have
directors’ and officers’ insurance coverage that
reduces our exposure and may enable us to recover a portion of
any future amounts paid. We believe the estimated fair value of
these indemnification agreements in excess of applicable
insurance coverage is minimal.
We provide limited product warranties and the majority of our
software license agreements contain provisions that indemnify
licensees of our software from damages and costs resulting from
claims alleging that our software infringes the intellectual
property rights of a third party. Historically, payments made
under these provisions have been immaterial. We monitor the
conditions that are subject to indemnification to identify if a
loss has occurred.
Litigation
Contingencies
For a discussion of our pending tax litigation with the Internal
Revenue Service relating to the 2000 and 2001 tax years of
Veritas, see Note 12.
On July 7, 2004, a purported class action complaint
entitled Paul Kuck, et al. v. Veritas Software Corporation,
et al. was filed in the United States District Court for the
District of Delaware. The lawsuit alleges violations of federal
securities laws in connection with Veritas’ announcement on
July 6, 2004 that it expected results of operations for the
fiscal quarter ended June 30, 2004 to fall below earlier
estimates. The complaint generally seeks an unspecified amount
of damages. Subsequently, additional purported class action
complaints have been filed in Delaware federal court, and, on
March 3, 2005, the Court entered an order consolidating
these actions and appointing lead plaintiffs and counsel. A
consolidated amended complaint (“CAC”), was filed on
May 27, 2005, expanding the class period from
April 23, 2004 through July 6, 2004. The CAC also
named another officer as a defendant and added allegations that
Veritas and the named officers made false or misleading
statements in press
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CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
releases and SEC filings regarding Veritas’ financial
results, which allegedly contained revenue recognized from
contracts that were unsigned or lacked essential terms. The
defendants to this matter filed a motion to dismiss the CAC in
July 2005; the motion was denied in May 2006. In April 2008, the
parties filed a stipulation of settlement. On July 31,
2008, the Court held a final approval hearing and, on
August 5, 2008, the Court entered an order approving the
settlement. An objector to the fees portion of the settlement
has lodged an appeal. On October 4, 2010, the Third Circuit
Court of Appeals affirmed the order of the District Court
approving the fee request.
In fiscal 2008, we recorded an accrual in the amount of
$21.5 million for this matter and, pursuant to the terms of
the settlement, we established a settlement fund of
$21.5 million on May 1, 2008. On February 4,
2011, the District Court entered an order for disbursement of
that fund.
We are also involved in a number of other judicial and
administrative proceedings that are incidental to our business.
Although adverse decisions (or settlements) may occur in one or
more of the cases, it is not possible to estimate the possible
loss or losses from each of these cases. The final resolution of
these lawsuits, individually or in the aggregate, is not
expected to have a material adverse effect on our financial
condition or results of operations.
| Note 9. | Stock Repurchases |
The following table presents a summary of our stock repurchases
attributable to Symantec Corporation:
| Year Ended | ||||||||||||
|
April 1, |
April 2, |
April 3, |
||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions, except per share data) | ||||||||||||
|
Total number of shares repurchased attributable to Symantec
Corporation
|
57 | 34 | 42 | |||||||||
|
Dollar amount of shares repurchased attributable to Symantec
Corporation
|
$ | 870 | $ | 553 | $ | 700 | ||||||
|
Average price paid per share
|
$ | 15.39 | $ | 16.39 | $ | 16.53 | ||||||
|
Range of price paid per share
|
$ | 12.07 to $18.46 | $ | 14.14 to $18.29 | $ | 10.34 to $22.64 | ||||||
We have had stock repurchase programs in the past and have
repurchased shares on a quarterly basis since the fourth quarter
of fiscal 2004 under new and existing programs. Our most recent
program was authorized by our Board of Directors on
January 25, 2011 to repurchase up to $1 billion of our
common stock. This program does not have an expiration date and
as of April 1, 2011, $877 million remained authorized
for future repurchases.
| Note 10. | Segment Information |
As of April 1, 2011, our five reportable segments are the
same as our operating segments and are as follows:
| • | Consumer. Our Consumer segment focuses on delivering Internet security, PC tune-up, and online backup solutions and services to individual users and home offices. | |
| • | Security and Compliance. Our Security and Compliance segment focuses on providing large, medium, and small-sized businesses with solutions for endpoint security and management, compliance, messaging management, data loss prevention, encryption, and authentication services. These products allow our customers to secure, provision, and remotely manage their laptops, PCs, mobile devices, and servers. We also provide our customers with solutions delivered through our SaaS security offerings. | |
| • | Storage and Server Management. Our Storage and Server Management segment focuses on providing large, medium, and small-sized businesses with storage and server management, backup, archiving, and data |
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Notes to
Consolidated Financial
Statements — (Continued)
| protection solutions across heterogeneous storage and server platforms, as well as solutions delivered through our SaaS offerings. |
| • | Services. Our Services segment provides customers with implementation services and solutions designed to assist them in maximizing the value of their Symantec software. Our offerings include consulting, business critical services, education, and managed security services. | |
| • | Other. Our Other segment is comprised of sunset products and products nearing the end of their life cycle. It also includes general and administrative expenses; amortization of acquired product rights, intangible assets, and other assets; goodwill impairment charges; charges such as stock-based compensation and restructuring; and certain indirect costs that are not charged to the other operating segments. |
The accounting policies of the segments are the same as those
described in Note 1. There are no intersegment sales. Our
chief operating decision maker evaluates performance primarily
based on net revenue. Except for goodwill, as disclosed in
Note 4, the majority of our assets are not discretely
identified by segment. The depreciation and amortization of our
property, equipment, and leasehold improvements are allocated
based on headcount, unless specifically identified by segment.
The following table summarizes the results of our operating
segments:
|
Storage and |
||||||||||||||||||||||||
|
Security and |
Server |
Total |
||||||||||||||||||||||
| Consumer | Compliance | Management | Services | Other | Company | |||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||
|
Fiscal 2011
|
||||||||||||||||||||||||
|
Net revenue
|
$ | 1,953 | $ | 1,566 | $ | 2,307 | $ | 364 | $ | — | $ | 6,190 | ||||||||||||
|
Percentage of total net revenue
|
32 | % | 25 | % | 37 | % | 6 | % | 0 | % | 100 | % | ||||||||||||
|
Operating income (loss)
|
899 | 243 | 1,063 | 24 | (1,349 | ) | 880 | |||||||||||||||||
|
Operating margin of segment
|
46 | % | 16 | % | 46 | % | 7 | % | * | |||||||||||||||
|
Depreciation and amortization expense
|
39 | 40 | 33 | 6 | 625 | 743 | ||||||||||||||||||
|
Fiscal 2010
|
||||||||||||||||||||||||
|
Net revenue
|
$ | 1,871 | $ | 1,411 | $ | 2,287 | $ | 416 | $ | — | $ | 5,985 | ||||||||||||
|
Percentage of total net revenue
|
31 | % | 24 | % | 38 | % | 7 | % | 0 | % | 100 | % | ||||||||||||
|
Operating income (loss)
|
860 | 371 | 1,097 | 42 | (1,437 | ) | 933 | |||||||||||||||||
|
Operating margin of segment
|
46 | % | 26 | % | 48 | % | 10 | % | * | |||||||||||||||
|
Depreciation and amortization expense
|
29 | 25 | 41 | 8 | 734 | 837 | ||||||||||||||||||
|
Fiscal 2009
|
||||||||||||||||||||||||
|
Net revenue
|
$ | 1,773 | $ | 1,450 | $ | 2,493 | $ | 433 | $ | 1 | $ | 6,150 | ||||||||||||
|
Percentage of total net revenue
|
29 | % | 24 | % | 40 | % | 7 | % | 0 | % | 100 | % | ||||||||||||
|
Operating income (loss)
|
948 | 440 | 1,081 | 33 | (8,972 | ) | (6,470 | ) | ||||||||||||||||
|
Operating margin of segment
|
53 | % | 30 | % | 43 | % | 8 | % | * | |||||||||||||||
|
Depreciation and amortization expense
|
15 | 25 | 54 | 9 | 830 | 933 | ||||||||||||||||||
| * | Percentage not meaningful. |
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Notes to
Consolidated Financial
Statements — (Continued)
Product
Revenue Information
| Year Ended | ||||||||||||
|
April 1, |
April 2, |
April 3, |
||||||||||
| 2011 | 2010 | 2009 | ||||||||||
|
Product revenue:
|
||||||||||||
|
Core consumer security
|
28 | % | 28 | % | 27 | % | ||||||
|
Backup
|
21 | % | 20 | % | 20 | % | ||||||
|
Storage and availability management
|
10 | % | 11 | % | 12 | % | ||||||
|
Endpoint security and management
|
10 | % | 10 | % | 11 | % | ||||||
|
Others(1)
|
31 | % | 31 | % | 30 | % | ||||||
| 100 | % | 100 | % | 100 | % | |||||||
| (1) | No individual product was material to the respective total. |
Geographical
Information
The following table represents revenue amounts reported for
products shipped to customers in the corresponding countries:
| Year Ended | ||||||||||||
|
April 1, |
April 2, |
April 3, |
||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions) | ||||||||||||
|
Net revenue:
|
||||||||||||
|
United States
|
$ | 3,056 | $ | 2,967 | $ | 3,024 | ||||||
|
United Kingdom
|
599 | 642 | 685 | |||||||||
|
Other foreign
countries(1)
|
2,535 | 2,376 | 2,441 | |||||||||
| $ | 6,190 | $ | 5,985 | $ | 6,150 | |||||||
| (1) | No individual country represented more than 10% of the respective totals. |
The table below lists our property and equipment, net of
accumulated depreciation, by geographic area. With the exception
of property and equipment, we do not identify or allocate our
assets by geographic area:
| Year Ended | ||||||||
|
April 1, |
April 2, |
|||||||
| 2011 | 2010 | |||||||
| (In millions) | ||||||||
|
Long-lived assets:
|
||||||||
|
United States
|
$ | 835 | $ | 782 | ||||
|
Foreign
countries(1)
|
215 | 167 | ||||||
| $ | 1,050 | $ | 949 | |||||
| (1) | No individual country represented more than 10% of the respective totals. |
Significant
customers
In fiscal 2011 and 2010 one distributor, Ingram Micro, accounted
for 10% of our total net revenue in both periods. Our
distributor arrangements with Ingram Micro consist of several
non-exclusive, independently
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CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
negotiated agreements with its subsidiaries, each of which cover
different countries or regions. Each of these agreements is
separately negotiated and is independent of any other contract
(such as a master distribution agreement), and these agreements
are not based on the same form of contract. In fiscal 2009 one
reseller, Digital River, accounted for 10% of our total net
revenue.
| Note 11. | Employee Benefits and Stock-Based Compensation |
401(k)
plan
We maintain a salary deferral 401(k) plan for all of our
domestic employees. This plan allows employees to contribute up
to 50% of their pretax salary up to the maximum dollar
limitation prescribed by the Internal Revenue Code. We match 50%
of the employee’s contribution. The maximum match in any
given plan year is 3% of the employees’ eligible
compensation, up to $6,000. Our contributions under the plan
were $22 million, $22 million, and $20 million in
fiscal 2011, 2010, and 2009, respectively.
Stock
purchase plans
2008
Employee Stock Purchase Plan
In September 2008, our stockholders approved the 2008 Employee
Stock Purchase Plan (“2008 ESPP”) and reserved
20 million shares of common stock for issuance thereunder.
In September 2010, the 2008 ESPP was amended by our stockholders
to increase the shares available for issuance thereunder by
20 million. As of April 1, 2011, 9 million shares
have been issued under this plan and 31 million shares
remained available for issuance under the 2008 ESPP.
Subject to certain limitations, our employees may elect to have
2% to 10% of their compensation withheld through payroll
deductions to purchase shares of common stock under the 2008
ESPP. Employees purchase shares of common stock at a price per
share equal to 85% of the fair market value on the purchase date
at the end of each six-month purchase period.
2002
Executive Officers’ Stock Purchase Plan
In September 2002, our stockholders approved the 2002 Executive
Officers’ Stock Purchase Plan and reserved
250,000 shares of common stock for issuance thereunder. The
purpose of the plan is to provide executive officers with a
means to acquire an equity interest in Symantec at fair market
value by applying a portion or all of their respective bonus
payments towards the purchase price. As of April 1, 2011,
40,401 shares have been issued under the plan and
209,599 shares remained available for future issuance.
Shares reserved for issuance under this plan have not been
adjusted for stock dividends.
Stock
award plans
2000 Director
Equity Incentive Plan
In September 2000, our stockholders approved the
2000 Director Equity Incentive Plan and reserved
50,000 shares of common stock for issuance thereunder.
Stockholders increased the number of shares of stock that may be
issued by 50,000 in both September 2004 and September 2007. The
purpose of this plan is to provide the members of the Board of
Directors with an opportunity to receive common stock for all or
a portion of the retainer payable to each director for serving
as a member. Each director may elect any portion up to 100% of
the retainer to be paid in the form of stock. As of
April 1, 2011, a total of 116,049 shares have been
issued under this plan and 33,951 shares remained available
for future issuance.
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SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
2004
Equity Incentive Plan
Under the 2004 Equity Incentive Plan, (“2004 Plan”)
our Board of Directors, or a committee of the Board of
Directors, may grant incentive and nonqualified stock options,
stock appreciation rights, restricted stock units
(“RSUs”), or restricted stock awards
(“RSAs”) to employees, officers, directors,
consultants, independent contractors, and advisors to us, or to
any parent, subsidiary, or affiliate of ours. The purpose of the
2004 Plan is to attract, retain, and motivate eligible persons
whose present and potential contributions are important to our
success by offering them an opportunity to participate in our
future performance through equity awards of stock options and
stock bonuses. Under the terms of the 2004 Plan, the exercise
price of stock options may not be less than 100% of the fair
market value on the date of grant. Options generally vest over a
four-year period. Options granted prior to October 2005
generally have a maximum term of ten years and options granted
thereafter generally have a maximum term of seven years.
As of April 1, 2011, we have reserved 189 million
shares for issuance under the 2004 Plan. These shares include
18 million shares originally reserved for issuance under
the 2004 Plan upon its adoption by our stockholders in September
2004, 26 million shares that were transferred to the 2004
Plan from the 1996 Equity Incentive Plan, (“1996
Plan”), and 40 million, 50 million and
55 million shares that were approved for issuance
thereunder on the amendment and restatement of the 2004 Plan at
our 2006, 2008 and 2010 annual meeting of stockholders,
respectively. In addition to the shares currently reserved under
the 2004 Plan, any shares reacquired by us from options
outstanding under the 1996 Plan upon their cancellation will
also be added to the 2004 Plan reserve. As of April 1,
2011, 98 million shares remained available for future grant
under the 2004 Plan.
Other
stock option plans
Options remain outstanding under several other stock option
plans, including the 2001 Non-Qualified Equity Incentive Plan,
the 1996 Plan, and various plans assumed in connection with
acquisitions. No further options may be granted under any of
these plans.
Valuation
of stock-based awards
The fair value of each stock option granted under our equity
incentive plans is estimated on the date of grant using the
Black-Scholes option-pricing model with the following
weighted-average assumptions:
|
Fiscal |
Fiscal |
Fiscal |
||||||||||
|
|
2011 | 2010 | 2009 | |||||||||
|
Expected life
|
3.52 years | 3.38 years | 3.21 years | |||||||||
|
Expected volatility
|
34 | % | 44 | % | 37 | % | ||||||
|
Risk-free interest rate
|
1.85 | % | 1.47 | % | 2.04 | % | ||||||
|
Expected dividends
|
— | — | — | |||||||||
Changes in the Black-Scholes valuation assumptions and our
estimated forfeiture rate may change the estimate of fair value
for stock-based compensation and the related expense recognized.
There have not been any material changes to our stock-based
compensation expense due to changes in our valuation assumptions
of stock options.
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SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
Stock-based
compensation expense
The following table sets forth the total stock-based
compensation expense recognized in our Consolidated Statements
of Operations.
| Year Ended | ||||||||||||
|
April 1, |
April 2, |
April 3, |
||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions, except per share data) | ||||||||||||
|
Cost of revenue — Content, subscription, and
maintenance
|
$ | 19 | $ | 14 | $ | 11 | ||||||
|
Cost of revenue — License
|
3 | 2 | 3 | |||||||||
|
Sales and marketing
|
58 | 59 | 66 | |||||||||
|
Research and development
|
40 | 53 | 49 | |||||||||
|
General and administrative
|
25 | 27 | 28 | |||||||||
|
Total stock-based compensation expense
|
145 | 155 | 157 | |||||||||
|
Tax benefit associated with stock-based compensation expense
|
(41 | ) | (43 | ) | (44 | ) | ||||||
|
Net stock-based compensation expense
|
$ | 104 | $ | 112 | $ | 113 | ||||||
|
Net stock-based compensation expense per share attributable to
Symantec Corporation stockholders — basic
|
$ | 0.13 | $ | 0.14 | $ | 0.14 | ||||||
|
Net stock-based compensation expense per share attributable to
Symantec Corporation stockholders — diluted
|
$ | 0.13 | $ | 0.14 | $ | 0.14 | ||||||
As of April 1, 2011, total unrecognized compensation cost
adjusted for estimated forfeitures related to unvested stock
options and restricted stock was $25 million and
$153 million, respectively, which is expected to be
recognized over the remaining weighted-average vesting periods
of 2.44 years for stock options and 2.48 years for
restricted stock.
Stock
award activity
The following table summarizes stock option activity:
|
Weighted- |
Weighted- |
|||||||||||||||
|
Average |
Average |
Aggregate |
||||||||||||||
|
Number |
Exercise |
Remaining |
Intrinsic |
|||||||||||||
| of Shares | Price | Years | Value(1) | |||||||||||||
| (In millions) | (In millions) | |||||||||||||||
|
Outstanding at April 2, 2010
|
64 | $ | 19.32 | $ | 91 | |||||||||||
|
Granted
|
4 | 14.59 | ||||||||||||||
|
Exercised
|
(6 | ) | 9.79 | |||||||||||||
|
Forfeited(2)
|
(1 | ) | 16.68 | |||||||||||||
|
Expired(3)
|
(7 | ) | 22.97 | |||||||||||||
|
Outstanding at April 1, 2011
|
54 | $ | 19.61 | 2.75 | $ | 91 | ||||||||||
|
Exercisable at April 1, 2011
|
46 | $ | 20.22 | 2.31 | $ | 69 | ||||||||||
|
Vested and expected to vest at April 1, 2011
|
52 | $ | 19.70 | 2.69 | $ | 87 | ||||||||||
| (1) | Intrinsic value is calculated as the difference between the market value of Symantec’s common stock as of April 1, 2011 and the exercise price of the option. The aggregate intrinsic value of options outstanding and exercisable includes options with an exercise price below $18.46, the closing price of our common stock on April 1, 2011, as reported by the NASDAQ Global Select Market. |
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SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
| (2) | Refers to options cancelled before their vest dates. | |
| (3) | Refers to options cancelled on or after their vest dates. |
The weighted-average fair value per share of options granted
during fiscal 2011, 2010, and 2009 including assumed options was
$4.04, $5.15, and $5.26, respectively. The total intrinsic value
of options exercised during fiscal 2011, 2010, and 2009 was
$43 million, $64 million, and $111 million,
respectively.
The following table summarizes restricted stock unit activity:
|
Weighted- |
Weighted- |
|||||||||||||||
|
Average |
Average |
Aggregate |
||||||||||||||
|
Number |
Grant Date |
Remaining |
Intrinsic |
|||||||||||||
| of Shares | Fair Value | Years | Value | |||||||||||||
| (In millions) | (In millions) | |||||||||||||||
|
Outstanding and unvested at April 2, 2010
|
16 | $ | 16.87 | $ | 260 | |||||||||||
|
Granted
|
12 | 14.96 | ||||||||||||||
|
Vested and released
|
(7 | ) | 16.69 | |||||||||||||
|
Forfeited
|
(3 | ) | 16.05 | |||||||||||||
|
Outstanding and unvested at April 1, 2011
|
18 | $ | 15.80 | 1.50 | $ | 323 | ||||||||||
|
Expected to vest at April 1, 2011
|
14 | $ | — | 1.33 | $ | 257 | ||||||||||
The weighted-average grant date fair value per share of
restricted stock granted during fiscal 2011, 2010, and 2009
including assumed restricted stock was $14.96, $15.60, and
$19.41, respectively. The total fair value of restricted stock
that vested in fiscal 2011, 2010, and 2009 was
$104 million, $71 million, and $52 million,
respectively.
Shares
reserved
As of April 1, 2011, we had reserved the following shares
of authorized but unissued common stock (in millions):
|
Stock purchase plans
|
31 | |||
|
Stock award plans
|
169 | |||
|
Total
|
200 | |||
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Table of Contents
SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
| Note 12. | Income Taxes |
The components of the provision for income taxes are as follows:
| Year Ended | ||||||||||||
|
April 1, |
April 2, |
April 3, |
||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions) | ||||||||||||
|
Current:
|
||||||||||||
|
Federal
|
$ | 17 | $ | 62 | $ | 161 | ||||||
|
State
|
18 | — | 48 | |||||||||
|
International
|
70 | 91 | 101 | |||||||||
| 105 | 153 | 310 | ||||||||||
|
Deferred:
|
||||||||||||
|
Federal
|
26 | 2 | (121 | ) | ||||||||
|
State
|
3 | (2 | ) | (39 | ) | |||||||
|
International
|
(29 | ) | (41 | ) | 33 | |||||||
| 0 | (41 | ) | (127 | ) | ||||||||
| $ | 105 | $ | 112 | $ | 183 | |||||||
Pretax income from international operations was
$460 million and $498 million for fiscal 2011 and
2010, respectively. Pretax loss from international operations
was $1.5 billion in fiscal 2009.
The difference between our effective income tax and the federal
statutory income tax is as follows:
| Year Ended | ||||||||||||
|
April 1, |
April 2, |
April 3, |
||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions) | ||||||||||||
|
Expected Federal statutory tax
|
$ | 255 | $ | 303 | $ | (2,293 | ) | |||||
|
State taxes, net of federal benefit
|
12 | (2 | ) | (8 | ) | |||||||
|
Goodwill impairment — non deductible
|
— | — | 2,510 | |||||||||
|
Foreign earnings taxed at less than the federal rate
|
(84 | ) | (92 | ) | (64 | ) | ||||||
|
Domestic production activities deduction
|
(9 | ) | (10 | ) | (12 | ) | ||||||
|
Federal research and development credit
|
(10 | ) | (6 | ) | (12 | ) | ||||||
|
Valuation allowance increase (decrease)
|
(15 | ) | (11 | ) | 61 | |||||||
|
Benefit of losses from joint venture
|
(2 | ) | (5 | ) | (9 | ) | ||||||
|
Veritas Tax Court Decision (including valuation allowance
release)
|
(49 | ) | (70 | ) | — | |||||||
|
Other, net
|
7 | 5 | 10 | |||||||||
| $ | 105 | $ | 112 | $ | 183 | |||||||
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SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
The principal components of deferred tax assets are as follows:
| Year Ended | ||||||||
|
April 1, |
April 2, |
|||||||
| 2011 | 2010 | |||||||
| (In millions) | ||||||||
|
Deferred tax assets:
|
||||||||
|
Tax credit carryforwards
|
$ | 17 | $ | 16 | ||||
|
Net operating loss carryforwards of acquired companies
|
181 | 148 | ||||||
|
Other accruals and reserves not currently tax deductible
|
141 | 137 | ||||||
|
Deferred revenue
|
77 | 61 | ||||||
|
Loss on investments not currently tax deductible
|
17 | 23 | ||||||
|
Book over tax depreciation
|
— | 20 | ||||||
|
State income taxes
|
35 | 36 | ||||||
|
Goodwill
|
34 | 64 | ||||||
|
Other
|
79 | 81 | ||||||
| 581 | 586 | |||||||
|
Valuation allowance
|
(45 | ) | (67 | ) | ||||
|
Total deferred tax assets
|
536 | 519 | ||||||
|
Deferred tax liabilities:
|
||||||||
|
Tax over book depreciation
|
$ | (26 | ) | $ | — | |||
|
Intangible assets
|
(228 | ) | (272 | ) | ||||
|
Unremitted earnings of foreign subsidiaries
|
(282 | ) | (244 | ) | ||||
|
Total deferred tax liabilities
|
(536 | ) | (516 | ) | ||||
|
Net deferred tax assets
|
$ | 0 | $ | 3 | ||||
All of the $45 million total valuation allowance provided
against our deferred tax assets is attributable to
acquisition-related assets. The valuation allowance decreased by
a net of $22 million in fiscal 2011, resulting from the
release of $22 million of Irish deferred tax assets related
to our Veritas
2000-2001
court case decision, current year utilization, and a favorable
change in our ability to use deferred tax assets on our tax
returns; and a $6 million decrease due to utilization of
capital losses, partially offset by a $6 million increase
attributable to intangible assets and other miscellaneous items.
As of April 1, 2011, we have U.S. federal net
operating losses attributable to various acquired companies of
approximately $170 million, which, if not used, will expire
between fiscal 2012 and 2029. These net operating loss
carryforwards are subject to an annual limitation under Internal
Revenue Code § 382, but are expected to be fully
realized. Furthermore, we have U.S. state net operating
loss and credit carryforwards attributable to various acquired
companies of approximately $344 million and
$13 million, respectively, which will expire in various
fiscal years. In addition, we have foreign net operating loss
carryforwards attributable to various acquired foreign companies
of approximately $583 million net of valuation allowances,
which, under current applicable foreign tax law, can be carried
forward indefinitely.
As a result of the impairment of goodwill in fiscal year 2009,
we have cumulative pre-tax book losses, as measured by the
current and prior two years. We considered the negative evidence
of this cumulative pre-tax book loss position on our ability to
continue to recognize deferred tax assets that are dependent
upon future taxable income for realization. We considered the
following as positive evidence: the vast majority of the
goodwill impairment is not deductible for tax purposes and thus
will not result in tax losses; we have a strong, consistent
taxpaying history; we have substantial U.S. federal income
tax carryback potential; and we have substantial amounts of
scheduled future reversals of taxable
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Table of Contents
SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
temporary differences from our deferred tax liabilities. We have
concluded that this positive evidence outweighs the negative
evidence and, thus, that the deferred tax assets as of
April 1, 2011 of $536 million, after application of
the valuation allowances, are realizable on a “more likely
than not” basis.
As of April 1, 2011, no provision has been made for federal
or state income taxes on $2.1 billion of cumulative
unremitted earnings of certain of our foreign subsidiaries since
we plan to indefinitely reinvest these earnings. As of
April 1, 2011, the unrecognized deferred tax liability for
these earnings was $585 million.
The Company adopted the provisions of new authoritative guidance
on income taxes, effective March 31, 2007. The cumulative
effect of adopting this new guidance was a decrease in tax
reserves of $16 million, resulting in a decrease to Veritas
goodwill of $10 million, an increase of $5 million to
the March 31, 2007 Accumulated earnings balance, and a
$1 million increase in Additional paid-in capital. Upon
adoption, the gross liability for unrecognized tax benefits as
of March 31, 2007 was $456 million, exclusive of
interest and penalties.
The aggregate changes in the balance of gross unrecognized tax
benefits since adoption were as follows (in millions):
|
Beginning balance as of March 31, 2007 (date of adoption)
|
$ | 456 | ||
|
Settlements and effective settlements with tax authorities and
related remeasurements
|
(7 | ) | ||
|
Lapse of statute of limitations
|
(6 | ) | ||
|
Increases in balances related to tax positions taken during
prior years
|
40 | |||
|
Decreases in balances related to tax positions taken during
prior years
|
(6 | ) | ||
|
Increases in balances related to tax positions taken during
current year
|
111 | |||
|
Balance as of March 28, 2008
|
$ | 588 | ||
|
Settlements and effective settlements with tax authorities and
related remeasurements
|
(2 | ) | ||
|
Lapse of statute of limitations
|
(9 | ) | ||
|
Increases in balances related to tax positions taken during
prior years
|
31 | |||
|
Decreases in balances related to tax positions taken during
prior years
|
(19 | ) | ||
|
Increases in balances related to tax positions taken during
current year
|
44 | |||
|
Balance as of April 3, 2009
|
$ | 633 | ||
|
Settlements and effective settlements with tax authorities and
related remeasurements
|
(7 | ) | ||
|
Lapse of statute of limitations
|
(14 | ) | ||
|
Increases in balances related to tax positions taken during
prior years
|
12 | |||
|
Decreases in balances related to tax positions taken during
prior years
|
(92 | ) | ||
|
Increases in balances related to tax positions taken during
current year
|
11 | |||
|
Balance as of April 2, 2010
|
$ | 543 | ||
|
Settlements and effective settlements with tax authorities and
related remeasurements
|
(6 | ) | ||
|
Lapse of statute of limitations
|
(27 | ) | ||
|
Increases in balances related to tax positions taken during
prior years
|
13 | |||
|
Decreases in balances related to tax positions taken during
prior years
|
(36 | ) | ||
|
Increases in balances related to tax positions taken during
current year
|
40 | |||
|
Balance as of April 1, 2011
|
$ | 527 | ||
Of the $16 million of changes in gross unrecognized tax
benefits during the fiscal year as disclosed above,
approximately $22 million was provided through purchase
accounting in connection with acquisitions during fiscal
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Table of Contents
SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
2011. This gross liability is reduced by offsetting tax benefits
associated with the correlative effects of potential transfer
pricing adjustments, interest deductions, and state income
taxes, as well as payments made to date.
Of the total unrecognized tax benefits at April 1, 2011,
$516 million, if recognized, would favorably affect the
Company’s effective tax rate, while $11 million would
affect the cumulative translation adjustments. However, one or
more of these unrecognized tax benefits could be subject to a
valuation allowance if and when recognized in a future period,
which could impact the timing of any related effective tax rate
benefit.
Our policy to include interest and penalties related to gross
unrecognized tax benefits within our provision for income taxes
did not change upon the adoption of the new authoritative
guidance on income taxes. At April 1, 2011, before any tax
benefits, we had $91 million of accrued interest and
accrued penalties on unrecognized tax benefits. Interest
included in our provision for income taxes was approximately
$6 million for the year ended April 1, 2011. If the
accrued interest and penalties do not ultimately become payable,
amounts accrued will be reduced in the period that such
determination is made, and reflected as a reduction of the
overall income tax provision.
We file income tax returns in the U.S. on a federal basis
and in many U.S. state and foreign jurisdictions. Our two
most significant tax jurisdictions are the U.S. and
Ireland. Our tax filings remain subject to examination by
applicable tax authorities for a certain length of time
following the tax year to which those filings relate. Our 2002
through 2009 tax years remain subject to examination by the
Internal Revenue Service (“IRS”) for U.S. federal
tax purposes, and our 2006 through 2009 fiscal years remain
subject to examination by the appropriate governmental agencies
for Irish tax purposes. Other significant jurisdictions include
California, Japan, the UK and India. As of April 1, 2011,
we are in appeals with the IRS regarding Veritas
U.S. federal income taxes for the 2002 through 2005 tax
years, and under examination regarding Symantec
U.S. federal income taxes for the fiscal years 2005 through
2008 tax years. In addition, we are under examination by the
California Franchise Tax Board for the Symantec California
income taxes for the 2005 through 2006 tax years. We are also
under audit by the Indian income tax authorities for fiscal
years 2006 through 2007.
On March 29, 2006, we received a Notice of Deficiency from
the IRS claiming that we owe $867 million of additional
taxes, excluding interest and penalties, for the 2000 and 2001
tax years based on an audit of Veritas. On June 26, 2006,
we filed a petition with the U.S. Tax Court protesting the
IRS claim for such additional taxes. During July 2008, we
completed the trial phase of the Tax Court case, which dealt
with the remaining issue covered in the assessment. At trial,
the IRS changed its position with respect to this remaining
issue, which decreased the remaining amount at issue from
$832 million to $545 million, excluding interest.
On December 10, 2009, the U.S. Tax Court issued its
opinion, finding that our transfer pricing methodology, with
appropriate adjustments, was the best method for assessing the
value of the transaction at issue between Veritas and its
offshore subsidiary. The Tax Court judge provided guidance as to
how adjustments would be made to correct the application of the
method used by Veritas. We remeasured and decreased our
liability for unrecognized tax benefits accordingly, resulting
in a $79 million tax benefit in the third quarter of fiscal
2010. In June 2010, we reached an agreement with the IRS
concerning the amount of the adjustment related to the
U.S. Tax Court decision. As a result of the agreement, we
further reduced our liability for unrecognized tax benefits,
resulting in an additional $39 million tax benefit in the
first quarter of fiscal 2011. In March 2011, we reached
agreement with Irish Revenue concerning compensating adjustments
arising from this matter, resulting in an additional
$10 million tax benefit in the fourth quarter of fiscal
2011. This matter has now been closed and no further adjustments
to the accrued liability are warranted.
On December 2, 2009, we received a Revenue Agent’s
Report from the IRS for the Veritas 2002 through 2005 tax years
assessing additional taxes due. We agree with $30 million
of the tax assessment, excluding interest, but will contest the
other $80 million of tax assessed and all penalties. The
unagreed issues concern transfer pricing matters comparable to
the one that was resolved in our favor in the Veritas v.
Commissioner Tax Court decision. On January 15, 2010,
we filed a protest with the IRS in connection with the
$80 million of tax assessed. On September 28, 2010,
the case was formally accepted into the IRS Appeals process for
consideration. This matter remains outstanding.
101
Table of Contents
SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
In July 2008, we reached an agreement with the IRS concerning
our eligibility to claim a lower tax rate on a distribution made
from a Veritas foreign subsidiary prior to the July 2005
acquisition. The distribution was intended to be made pursuant
to the American Jobs Creation Act of 2004, and therefore
eligible for a 5.25% effective U.S. federal rate of tax, in
lieu of the 35% statutory rate. The final impact of this
agreement remains uncertain since this relates to the taxability
of earnings that are otherwise the subject of transfer pricing
matters at issue in the IRS examination of Veritas tax years
2002-2005.
To the extent that we owe taxes as a result of these transfer
pricing matters in years prior to the distribution, we
anticipate that the incremental tax due from this negotiated
agreement will decrease. We currently estimate that the most
probable outcome from this negotiated agreement will be that we
will owe $13 million or less, for which an accrual has
already been made.
We continue to monitor the progress of ongoing income tax
controversies and the impact, if any, of the expected tolling of
the statute of limitations in various taxing jurisdictions.
| Note 13. | Earnings Per Share |
Basic and diluted earnings per share are computed on the basis
of the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share also
includes the incremental effect of dilutive potential common
shares outstanding during the period using the treasury stock
method. Dilutive potential common shares include shares
underlying outstanding stock options, restricted stock, warrants
and Convertible Senior Notes.
The components of earnings per share are as follows:
| Year Ended | ||||||||||||
|
April 1, |
April 2, |
April 3, |
||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions, except per share data) | ||||||||||||
|
Net income (loss) per share attributable to Symantec
Corporation stockholders — basic:
|
||||||||||||
|
Net income (loss) attributable to Symantec Corporation
stockholders
|
$ | 597 | $ | 714 | $ | (6,786 | ) | |||||
|
Net income (loss) per share attributable to Symantec Corporation
stockholders — basic
|
$ | 0.77 | $ | 0.88 | $ | (8.17 | ) | |||||
|
Net income (loss) per share attributable to Symantec
Corporation stockholders — diluted:
|
||||||||||||
|
Net income (loss) attributable to Symantec Corporation
stockholders
|
$ | 597 | $ | 714 | $ | (6,786 | ) | |||||
|
Net income (loss) per share attributable to Symantec Corporation
stockholders — diluted
|
$ | 0.76 | $ | 0.87 | $ | (8.17 | ) | |||||
|
Weighted average outstanding common shares attributable to
Symantec Corporation stockholders — basic
|
778 | 810 | 831 | |||||||||
|
Shares issuable from assumed exercise of stock options
|
4 | 6 | — | |||||||||
|
Dilutive impact of restricted stock
|
4 | 3 | — | |||||||||
|
Total weighted-average shares outstanding attributable to
Symantec Corporation stockholders — diluted
|
786 | 819 | 831 | |||||||||
|
Anti-dilutive weighted-average stock
options(1)
|
43 | 47 | 61 | |||||||||
|
Anti-dilutive weighted-average restricted
stock(1)
|
— | — | 2 | |||||||||
102
Table of Contents
SYMANTEC
CORPORATION
Notes to
Consolidated Financial
Statements — (Continued)
| (1) | For these fiscal years, the effects of the warrants issued and the option purchased in connection with the Convertible Senior Notes were excluded because they have no impact on diluted earnings per share until our average stock price for the applicable period reaches $27.3175 per share and $19.12 per share, respectively. |
| Note 14. | Subsequent Events |
On May 19, 2011, we signed a definitive agreement to
acquire Clearwell Systems Inc., a Mountain View based,
privately-held provider of eDiscovery solutions. We expect to
acquire Clearwell Systems Inc. for a purchase price of
approximately $390 million, net of cash acquired. The
agreement is subject to customary closing conditions, including
regulatory approval and is expected to close during the second
quarter of our fiscal 2012.
103
Table of Contents
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 20th day of May 2011.
SYMANTEC CORPORATION
| By |
/s/ Enrique
Salem
|
Enrique Salem,
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Enrique Salem,
James A. Beer and Scott C. Taylor, and each or any of them, his
attorneys-in-fact, each with the power of substitution, for him
in any and all capacities to sign any and all amendments to this
report on
Form 10-K
and any other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact, or his
or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof. This Power of Attorney may be signed
in several counterparts.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated below.
|
Signature
|
Title
|
Date
|
||||
|
/s/ Enrique
Salem Enrique Salem |
President and Chief Executive Officer (Principal Executive Officer) |
May 20, 2011 | ||||
|
/s/ James
A. Beer James A. Beer |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
May 20, 2011 | ||||
|
/s/ Phillip
Bullock Phillip Bullock |
Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) |
May 20, 2011 | ||||
|
/s/ John
W. Thompson John W. Thompson |
Chairman of the Board | May 20, 2011 | ||||
|
/s/ Stephen
M. Bennett Stephen M. Bennett |
Director | May 20, 2011 | ||||
|
/s/ Michael
A. Brown Michael A. Brown |
Director | May 20, 2011 | ||||
|
/s/ William
T. Coleman III William T. Coleman III |
Director | May 20, 2011 | ||||
104
Table of Contents
|
Signature
|
Title
|
Date
|
||||
|
/s/ Frank
E. Dangeard Frank E. Dangeard |
Director | May 20, 2011 | ||||
|
Geraldine B. Laybourne |
Director | |||||
|
/s/ David
L. Mahoney David L. Mahoney |
Director | May 20, 2011 | ||||
|
/s/ Robert
S. Miller Robert S. Miller |
Director | May 20, 2011 | ||||
|
/s/ Daniel
H. Schulman Daniel H. Schulman |
Director | May 20, 2011 | ||||
|
/s/ V.
Paul Unruh V. Paul Unruh |
Director | May 20, 2011 | ||||
105
Table of Contents
Schedule II
SYMANTEC
CORPORATION
VALUATION
AND QUALIFYING ACCOUNTS
| Additions | ||||||||||||||||||||
|
Balance at |
Charged Against |
Charged to |
Amount |
Balance at |
||||||||||||||||
|
Beginning |
Revenue and to |
Other |
Written Off |
End of |
||||||||||||||||
| of Period | Operating Expense(1) | Accounts | or Used | Period | ||||||||||||||||
| (In millions) | ||||||||||||||||||||
|
Allowance for doubtful accounts:
|
||||||||||||||||||||
|
Year ended April 1, 2011
|
$ | 8 | $ | 3 | $ | 1 | $ | (3 | ) | $ | 9 | |||||||||
|
Year ended April 2, 2010
|
9 | 3 | — | (4 | ) | 8 | ||||||||||||||
|
Year ended April 3, 2009
|
9 | 1 | — | (1 | ) | 9 | ||||||||||||||
|
Reserve for product returns:
|
||||||||||||||||||||
|
Year ended April 1, 2011
|
$ | 9 | $ | 60 | $ | 7 | $ | (57 | ) | $ | 19 | |||||||||
|
Year ended April 2, 2010
|
12 | 46 | — | (49 | ) | 9 | ||||||||||||||
|
Year ended April 3, 2009
|
14 | 52 | — | (54 | ) | 12 | ||||||||||||||
|
Reserve for rebates:
|
||||||||||||||||||||
|
Year ended April 1, 2011
|
$ | 71 | $ | 210 | $ | 108 | (2) | $ | (310 | ) | $ | 79 | ||||||||
|
Year ended April 2, 2010
|
70 | 181 | 96 | (2) | (276 | ) | 71 | |||||||||||||
|
Year ended April 3, 2009
|
82 | 192 | 91 | (2) | (295 | ) | 70 | |||||||||||||
| (1) | Reserve for product returns and reserve for rebates are charged against revenue. | |
| (2) | Balances represent unrecognized customer rebates that will be amortized within 12 months and are recorded as a reduction of deferred revenue. |
106
Table of Contents
EXHIBIT INDEX
|
Exhibit |
Incorporated by Reference |
Filed |
||||||||||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
||||||||
| 3 | .01 | Amended and Restated Certificate of Incorporation of Symantec Corporation | S-8 | 333-119872 | 4.01 | 10/21/04 | ||||||||
| 3 | .02 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Symantec Corporation | S-8 | 333-126403 | 4.03 | 07/06/05 | ||||||||
| 3 | .03 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Symantec Corporation | 10-Q | 000-17781 | 3.01 | 08/05/09 | ||||||||
| 3 | .04 | Certificate of Designations of Series A Junior Participating Preferred Stock of Symantec Corporation | 8-K | 000-17781 | 3.01 | 12/21/04 | ||||||||
| 3 | .05 | Bylaws, as amended, of Symantec Corporation | 8-K | 000-17781 | 3.01 | 05/02/11 | ||||||||
| 4 | .01 | Form of Common Stock Certificate | S-3ASR | 333-139230 | 4.07 | 12/11/06 | ||||||||
| 4 | .02 | Indenture related to the 0.75% Convertible Senior Notes, due 2011, dated as of June 16, 2006, between Symantec Corporation and U.S. Bank National Association, as trustee (including form of 0.75% Convertible Senior Notes due 2011) | 8-K | 000-17781 | 4.01 | 06/16/06 | ||||||||
| 4 | .03 | Indenture related to the 1.00% Convertible Senior Notes, due 2013, dated as of June 16, 2006, between Symantec Corporation and U.S. Bank National Association, as trustee (including form of 1.00% Convertible Senior Notes due 2013) | 8-K | 000-17781 | 4.02 | 06/16/06 | ||||||||
| 4 | .04 | Form of Master Terms and Conditions For Convertible Bond Hedging Transactions between Symantec Corporation and each of Bank of America, N.A. and Citibank, N.A., respectively, dated June 9, 2006, including Exhibit and Schedule thereto | 10-Q | 000-17781 | 10.04 | 08/09/06 | ||||||||
| 4 | .05 | Form of Master Terms and Conditions For Warrants Issued by Symantec Corporation between Symantec Corporation and each of Bank of America, N.A. and Citibank, N.A., respectively, dated June 9, 2006, including Exhibit and Schedule thereto | 10-Q | 000-17781 | 10.05 | 08/09/06 | ||||||||
| 4 | .06 | Convertible Note Purchase and Amendment Agreement, dated September 17, 2010, between Symantec Corporation and Bank of America, N.A. | 10-Q | 000-17781 | 10.04 | 11/03/10 | ||||||||
| 4 | .07 | Convertible Note Purchase and Amendment Agreement, dated September 17, 2010, between Symantec Corporation and Citibank, N.A. | 10-Q | 000-17781 | 10.05 | 11/03/10 | ||||||||
Table of Contents
|
Exhibit |
Incorporated by Reference |
Filed |
||||||||||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
||||||||
| 4 | .08 | Credit Agreement, dated as of September 8, 2010, by and among Symantec Corporation, the lenders party thereto (the “Lenders”), Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A. and Citibank, N.A., as Co-Syndication Agents, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Co-Documentation Agents, and Wells Fargo Securities, LLC, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Bookrunners and Joint Lead Arrangers | 10-Q | 000-17781 | 4.01 | 11/03/10 | ||||||||
| 4 | .09 | Indenture, dated September 16, 2010, between Symantec Corporation and Wells Fargo Bank, National Association, as trustee | 8-K | 000-17781 | 4.01 | 09/16/10 | ||||||||
| 4 | .10 | Form of Global Note for Symantec’s 2.750% Senior Note due 2015 (contained in Exhibit No. 4.02) | 8-K | 000-17781 | 4.03 | 09/16/10 | ||||||||
| 4 | .11 | Form of Global Note for Symantec’s 4.200% Senior Note due 2020 (contained in Exhibit No. 4.02) | 8-K | 000-17781 | 10.04 | 09/16/10 | ||||||||
| 10 | .01* | Form of Indemnification Agreement with Officers and Directors, as amended (form for agreements entered into prior to January 17, 2006) | S-1 | 33-28655 | 10.17 | 06/21/89 | ||||||||
| 10 | .02* | Form of Indemnification Agreement for Officers, Directors and Key Employees | 8-K | 000-17781 | 10.01 | 01/23/06 | ||||||||
| 10 | .03* | Veritas Software Corporation 1993 Equity Incentive Plan, including form of Stock Option Agreement | 10-K | 000-17781 | 10.03 | 06/09/06 | ||||||||
| 10 | .04* | Symantec Corporation 1996 Equity Incentive Plan, as amended, including form of Stock Option Agreement and form of Restricted Stock Purchase Agreement | 10-K | 000-17781 | 10.05 | 06/09/06 | ||||||||
| 10 | .05* | Symantec Corporation Deferred Compensation Plan, restated and amended January 1, 2010, as adopted December 15, 2009 | 10-K | 000-17781 | 10.05 | 05/24/10 | ||||||||
| 10 | .06* | Brightmail Inc. 1998 Stock Option Plan, including form of Stock Option Agreement and form of Notice of Assumption | 10-K | 000-17781 | 10.08 | 06/09/06 | ||||||||
| 10 | .07* | Altiris, Inc. 1998 Stock Option Plan | S-8 | 333-141986 | 99.01 | 04/10/07 | ||||||||
| 10 | .08* | Form of Notice of Grant of Stock Option under the Altiris, Inc. 1998 Stock Option Plan | S-8 | 333-141986 | 99.02 | 04/10/07 | ||||||||
| 10 | .09* | Symantec Corporation 2000 Director Equity Incentive Plan, as amended | 10-K | 000-17781 | 10.09 | 06/01/09 | ||||||||
| 10 | .10* | Symantec Corporation 2001 Non-Qualified Equity Incentive Plan | 10-K | 000-17781 | 10.12 | 06/09/06 | ||||||||
Table of Contents
|
Exhibit |
Incorporated by Reference |
Filed |
||||||||||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
||||||||
| 10 | .11* | Amended and Restated Symantec Corporation 2002 Executive Officers’ Stock Purchase Plan | 8-K | 000-17781 | 10.01 | 01/25/08 | ||||||||
| 10 | .12* | Altiris, Inc. 2002 Stock Plan | S-8 | 333-141986 | 99.03 | 04/10/07 | ||||||||
| 10 | .13* | Form of Stock Option Agreement under the Altiris, Inc. 2002 Stock Plan | S-8 | 333-141986 | 99.04 | 04/10/07 | ||||||||
| 10 | .14* | Vontu, Inc. 2002 Stock Option/Stock Issuance Plan, as amended | S-8 | 333-148107 | 99.02 | 12/17/07 | ||||||||
| 10 | .15* | Form of Vontu, Inc. Stock Option Agreement | S-8 | 333-148107 | 99.03 | 12/17/07 | ||||||||
| 10 | .16* | Veritas Software Corporation 2003 Stock Incentive Plan, as amended and restated, including form of Stock Option Agreement, form of Stock Option Agreement for Executives and Senior VPs and form of Notice of Stock Option Assumption | 10-K | 000-17781 | 10.15 | 06/09/06 | ||||||||
| 10 | .17* | Symantec Corporation 2004 Equity Incentive Plan, as amended, including Stock Option Grant — Terms and Conditions, form of RSU Award Agreement, form of RSU Award Agreement for Non-Employee Directors and form of PRU Award Agreement | X | |||||||||||
| 10 | .18* | Altiris, Inc. 2005 Stock Plan | S-8 | 333-141986 | 99.05 | 04/10/07 | ||||||||
| 10 | .19* | Form of Incentive Stock Option Agreement under the Altiris, Inc. 2005 Stock Plan, as amended | S-8 | 333-141986 | 99.06 | 04/10/07 | ||||||||
| 10 | .20* | Symantec Corporation 2008 Employee Stock Purchase Plan, as amended | 10-Q | 000-17781 | 10.2 | 11/03/10 | ||||||||
| 10 | .21* | Offer Letter, dated February 8, 2006, from Symantec Corporation to James A. Beer | 10-K | 000-17781 | 10.17 | 06/09/06 | ||||||||
| 10 | .22* | Letter Agreement, dated April 6, 2009, between Symantec Corporation and John W. Thompson | 8-K | 000-17781 | 10.01 | 04/09/09 | ||||||||
| 10 | .23* | Employment Agreement, dated September 23, 2009, between Symantec Corporation and Enrique Salem | 8-K | 000-17781 | 10.01 | 09/29/09 | ||||||||
| 10 | .24* | Separation and Release Agreement, effective August 31, 2010, between Symantec Corporation and Greg Hughes | 8-K | 000-17781 | 10.01 | 09/07/10 | ||||||||
| 10 | .25* | FY11 Long Term Incentive Plan | 10-Q | 000-17781 | 10.04 | 08/04/10 | ||||||||
| 10 | .26* | Form of FY11 Executive Annual Incentive Plan — Chief Executive Officer | 10-Q | 000-17781 | 10.01 | 08/04/10 | ||||||||
| 10 | .27* | Form of FY11 Executive Annual Incentive Plan — Executive Vice President and Group President — 90% | 10-Q | 000-17781 | 10.02 | 08/04/10 | ||||||||
| 10 | .28* | Form of FY11 Executive Annual Incentive Plan — Executive Vice President and Group President | 10-Q | 000-17781 | 10.03 | 08/04/10 | ||||||||
| 10 | .29* | FY12 Long Term Incentive Plan | X | |||||||||||
Table of Contents
|
Exhibit |
Incorporated by Reference |
Filed |
||||||||||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
||||||||
| 10 | .30* | Form of FY12 Executive Annual Incentive Plan — Chief Executive Officer | X | |||||||||||
| 10 | .31* | Form of FY12 Executive Annual Incentive Plan — Executive Vice President and Group President — 95% | X | |||||||||||
| 10 | .32* | Form of FY12 Executive Annual Incentive Plan — Executive Vice President and Group President | X | |||||||||||
| 10 | .33* | Symantec Senior Executive Incentive Plan, as amended and restated | 10-Q | 000-17781 | 10.03 | 11/07/08 | ||||||||
| 10 | .34* | Symantec Executive Retention Plan, as amended | 10-Q | 000-17781 | 10.05 | 08/07/07 | ||||||||
| 10 | .35* | Amendment to the Symantec Executive Retention Plan, effective January 1, 2009 | 10-Q | 000-17781 | 10.01 | 02/05/10 | ||||||||
| 10 | .36 | Assignment of Copyright and Other Intellectual Property Rights, by and between Peter Norton and Peter Norton Computing, Inc., dated August 31, 1990 | S-4 | 33-35385 | 10.37 | 06/13/90 | ||||||||
| 10 | .37† | Environmental Indemnity Agreement, dated April 23, 1999, between Veritas and Fairchild Semiconductor Corporation, included as Exhibit C to that certain Agreement of Purchase and Sale, dated March 29, 1999, between Veritas and Fairchild Semiconductor of California | S-1/A | 333-83777 | 10.27 Exhibit C | 08/06/99 | ||||||||
| 10 | .38‡ | Second Amended and Restated Symantec Online Store Agreement, by and among Symantec Corporation, Symantec Limited, Digital River, Inc. and Digital River Ireland Limited, entered into on October 19, 2006 | 10-Q | 000-17781 | 10.02 | 02/07/07 | ||||||||
| 10 | .39 | Amendment, dated June 20, 2007, to the Amended and Restated Agreement Respecting Certain Rights of Publicity dated as of August 31, 1990, by and between Peter Norton and Symantec Corporation | 10-Q | 000-17781 | 10.01 | 08/07/07 | ||||||||
| 10 | .40 | Amendment, effective December 6, 2010, to the Trademark License Agreement, dated August 9, 2010, by and between VeriSign, Inc. and Symantec Corporation | 10-Q | 000-17781 | 10.01 | 02/02/11 | ||||||||
| 21 | .01 | Subsidiaries of Symantec Corporation | X | |||||||||||
| 23 | .01 | Consent of Independent Registered Public Accounting Firm | X | |||||||||||
| 24 | .01 | Power of Attorney (see Signature page to this annual report) | X | |||||||||||
| 31 | .01 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||
| 31 | .02 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||
Table of Contents
|
Exhibit |
Incorporated by Reference |
Filed |
||||||||||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
||||||||
| 32 | .01†† | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||
| 32 | .02†† | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||
| 101 | .INS | XBRL Instance Document | X | |||||||||||
| 101 | .SCH | XBRL Taxonomy Schema Linkbase Document | X | |||||||||||
| 101 | .CAL | XBRL Taxonomy Calculation Linkbase Document | X | |||||||||||
| 101 | .LAB | XBRL Taxonomy Labels Linkbase Document | X | |||||||||||
| 101 | .PRE | XBRL Taxonomy Presentation Linkbase Document | X | |||||||||||
| 101 | .DEF | XBRL Taxonomy Definition Linkbase Document | X | |||||||||||
| * | Indicates a management contract, compensatory plan or arrangement. | |
| ‡ | Certain portions of this exhibit have been omitted and have been filed separately with the SEC pursuant to a request for confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934. | |
| † | Filed by Veritas Software Corporation. | |
| †† | This exhibit is being furnished, rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
