Symantec 2013 Annual Report Download

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2013 Annual Report
Proxy Statement and Form 10-K

Table of contents

  • Page 1
    2013 Annual Report Proxy Statement and Form 10-K

  • Page 2
    ... differ materially from those expressed or implied by the forward-looking statements on the basis of several factors, including those that we discuss in our Risk Factors, set forth in Part I, Item 1A, of our annual report on Form 10-K for the fiscal year ended March 29, 2013. We encourage you to...

  • Page 3
    ...offerings that leverage technologies throughout Symantec to solve important customer problems: We evaluated over 300 ideas through a rigorous set of market criteria, deep technical assessment, our ability to win in the market, as well as the investment required against the potential 3-5 year returns...

  • Page 4
    ...people, process, and technology. We believe WorkSmart will unleash the energy of our team and empower our employees from top to bottom to do the right thing for customers and partners which will help us both accelerate growth and improve margins. FISCAL 2013 FINANCIAL REVIEW Our combination of focus...

  • Page 5
    ... creating new opportunities for us to develop products and services which address mobile devices, web services, web platforms, and the emerging software defined data center and network. Our unmatched technology assets, strong brand, ability to serve customers from individual consumers to very large...

  • Page 6
    ... March 30, 2013, we changed our accounting policy for sales commissions that are incremental and directly related to customer sales contracts in which revenue is deferred. These commission costs are accrued and capitalized upon execution of a non-cancelable customer contract, and subsequently...

  • Page 7
    ... shares. Executive Compensation: Our focus is to continue our practice of compensating our executives based on performance. In fiscal 2013, we introduced performancecontingent stock units as a component to our CEO's compensation, which directly ties his compensation to an increasing stock price that...

  • Page 8
    ... KPMG LLP as Symantec's independent registered public accounting firm for the 2014 fiscal year; 3. To hold an advisory vote to approve executive compensation; 4. To approve our 2013 Equity Incentive Plan; 5. To approve an amendment to our 2008 Employee Stock Purchase Plan, to increase the number of...

  • Page 9
    ... PLAN ...Summary of our 2013 Equity Incentive Plan ...Summary of Federal Income Tax Consequences of Awards Granted under the 2013 Equity Incentive Plan ...Accounting Treatment ...New Plan Benefits ...PROPOSAL NO. 5 APPROVAL OF AMENDMENT TO OUR 2008 EMPLOYEE STOCK PURCHASE PLAN ...Plan History...

  • Page 10
    ...Ownership Reporting Compliance ...EXECUTIVE COMPENSATION AND RELATED INFORMATION ...Compensation Discussion & Analysis (CD&A) ...Summary Compensation Table for Fiscal 2013 ...Grants of Plan-Based Awards in Fiscal 2013 ...Outstanding Equity Awards at Fiscal Year-End 2013 ...Option Exercises and Stock...

  • Page 11
    ... proxy statement carefully before voting. 2013 ANNUAL MEETING OF STOCKHOLDERS INFORMATION Date and Time: Place: Webcast: Record Date: Tuesday, October 22, 2013 at 9:00 a.m. Pacific Time Symantec Corporation's offices located at 350 Ellis Street, Mountain View, California 94043 A live and re-playable...

  • Page 12
    ... end of the second and third fiscal year, respectively, covered by the award. In fiscal 2013 we introduced PCSUs as a component in our CEO's compensation, which derive their value solely on the basis of increases in our stock price, rewarding our CEO for providing tangible value to our stockholders...

  • Page 13
    ... Symantec's offices located at 350 Ellis Street, Mountain View, California 94043 on Tuesday, October 22, 2013, at 9:00 a.m. (Pacific Time), and any adjournment or postponement thereof. We will provide a live and re-playable webcast of the Annual Meeting, which will be available on the events section...

  • Page 14
    ...registered public accounting firm for the 2013 fiscal year (Proposal 2); FOR the approval of compensation to our named executive officers (Proposal 3); FOR approval of our 2013 Equity Incentive Plan (Proposal 4); FOR approval of an amendment to our 2008 Employee Stock Purchase Plan (Proposal 5); and...

  • Page 15
    ... and vote over the Internet or by telephone. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board stated above. If you...

  • Page 16
    ... the Internet or by telephone; or ‰ attending and voting at the Annual Meeting (although attendance at the meeting will not, by itself, revoke a proxy). Please note, however, that if you are a beneficial owner and you wish to change or revoke your proxy, you may change your vote by submitting new...

  • Page 17
    ...of our Code of Conduct and Code of Ethics for Chief Executive Officer and Senior Financial Officers pertaining to a member of our Board or one of our executive officers will be disclosed on our website at the above-referenced address. Majority Vote Standard and Director Resignation Policy Our Bylaws...

  • Page 18
    ...the Board in January 2013. The Board believes that having an independent director serve as the non-executive Chairman of the Board is the appropriate leadership structure for our company at this time because it allows our Chief Executive Officer to focus on executing our company's strategic plan and...

  • Page 19
    ... participate actively in the oversight of management's actions. Board Structure and Meetings The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. The Board held a total of ten meetings during fiscal 2013...

  • Page 20
    ... the Chief Executive Officer's performance and compensation. Executive sessions of the Board are led by the independent, non-executive Chairman. Succession Planning Our Board recognizes the importance of effective executive leadership to Symantec's success, and meets to discuss executive succession...

  • Page 21
    ...V. Paul Unruh Number of Meetings in Fiscal 2013 No Yes Yes Yes Yes Yes Yes Yes * Lead/ * 10 9 7 4 = Member = Chair * Mr. Bennett was Chairman of the Board and Mr. Schulman was Lead Independent Director until January 2013, when Mr. Schulman was appointed non-executive Chairman of the Board. Audit...

  • Page 22
    ... our Chief Executive Officer. ‰ Determine stock ownership guidelines for our Board and executive officers. ‰ Review our company's overall compensation and benefits and programs. ‰ Administer our equity incentive and stock purchase plans. ‰ Review and recommend to the Board compensation for...

  • Page 23
    ...Monitor compliance under the stock ownership guidelines as set by the Compensation and Leadership Development Committee for the Board and executive officers. ‰ Implement and oversee the processes for evaluating the Board, its committees and the CEO on an annual basis. ‰ Oversee the management of...

  • Page 24
    ...we are a technology and software provider, education or experience in relevant technology is useful in understanding our research and development efforts, competing technologies, the various products and processes that we develop, and the market segments in which we compete. ‰ Global Expertise. We...

  • Page 25
    ... - Stockholder Proposals for the 2014 Annual Meeting." Contacting the Board of Directors Any stockholder who wishes to contact members of our Board may do so by mailing written communications to: Symantec Corporation 350 Ellis Street Mountain View, California 94043 Attn: Corporate Secretary The...

  • Page 26
    ... Air Force (retired) 59 54 55 66 59 71 37 2010 2005 2007 2008 2003 1994 n/a 2000 2005 n/a Mr. Bennett has served as a member of our Board since February 2010 and as our President and Chief Executive Officer since July 2012. He was our Chairman of the Board from October 2011 to January 2013. Mr...

  • Page 27
    ...served as a member of our Board since January 2007. He has been the Managing Partner of Harcourt, an advisory and investment firm, since March 2008. Mr. Dangeard was Chairman and Chief Executive Officer of Thomson S.A., a provider of digital video technologies, solutions and services, from September...

  • Page 28
    ...of France Telecom ‰ Global Experience - Member of the boards of Telenor (Norway), SonaeCom (Portugal), MoserBaer (India); former Chairman and Chief Executive Officer of Thomson S.A. (France); and former Deputy CEO of France Telecom (France). ‰ Leadership Experience - Managing Partner of Harcourt...

  • Page 29
    ..., Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm, since April 2012. She was Group Managing Director and Chief Operating Officer at UBS Financial Services from April 2010 to April 2012. Prior to...

  • Page 30
    ... - former Managing Director and Chief Operating Officer and various executive positions of global financial services firms. Mr. Schulman has served as a member of our Board since March 2000. Mr. Schulman has served as Group President, Enterprise Group of American Express, a financial products and...

  • Page 31
    ... Air Force effective October 1, 2013 after over 30 years of service. During her career with the United States Air Force, she served in a number of leadership positions including Major General and Commander, 24th Air Force/Network Operations, since April 2011; Special Assistant to the Vice Chief of...

  • Page 32
    ... with FASC Topic 718 for awards granted during the fiscal year. (4) Each non-employee director was granted 12,547 RSUs on May 7, 2012, with a per share fair value of $15.94 and a full grant date fair value of $199,999. (5) In fiscal years 2013, 2012 and 2011, there were no stock option grants to any...

  • Page 33
    ...Policy so that each non-employee member of the Board will receive an annual award of fully-vested restricted stock units having a fair market value on the grant date equal to $235,000. The restricted stock units granted for fiscal year 2014 were granted on May 10, 2013 and are fully vested. Symantec...

  • Page 34
    ...registered public accounting firm to perform the audit of Symantec's consolidated financial statements for fiscal year 2014. As a matter of good corporate governance, the Audit Committee has decided to submit its selection of independent audit firm to stockholders for ratification. In the event that...

  • Page 35
    ..., audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit...

  • Page 36
    ... during fiscal 2013 as further described on page 60. ‰ We continue to grant PRUs to our named executive officers as a regular part of our annual executive compensation program. We do not award any simple time-vesting stock options to our executives. ‰ We ensure that our various incentive plans...

  • Page 37
    ... stockholders, our executive officers, the remainder of our employee base, our business partners and our community - by, among other things, focusing on achievement of corporate objectives, attracting and retaining highlyqualified executive management and maximizing long-term stockholder value. We...

  • Page 38
    ... compensation philosophy at Symantec and is a practice that we plan to continue. The 2013 Plan will serve as an important part of this practice and is a critical component of the overall compensation package that we offer to retain and motivate our employees. In addition, awards under the 2013 Plan...

  • Page 39
    ... obtain a copy of the 2013 Plan may do so by written request to the Corporate Secretary at Symantec's headquarters in Mountain View, California. Eligibility. Employees (including officers), consultants, independent contractors, advisors and members of the Board (including non-employee directors) are...

  • Page 40
    ... Section 162(m) purposes, an employer may deduct the compensation for federal income tax purposes, even if the compensation exceeds $1.0 million in a single year. The 2013 Plan is intended to comply with the requirements of Section 162(m) of the Code such that performance-based awards in excess of...

  • Page 41
    ..., with this value prorated for new non-employee directors from the date of such director's appointment to the Board to the end of the fiscal year. Corporate Transaction. In the event of a change of control of Symantec (as set forth in the 2013 Plan), the buyer may either assume outstanding awards or...

  • Page 42
    ...of the Employee Retirement Income Security Act of 1974, as amended. Accounting Treatment Symantec will recognize compensation expense in connection with awards granted under the 2013 Plan as required under applicable accounting standards. Symantec currently recognizes compensation expense associated...

  • Page 43
    ...the RSUs to be granted to non-employee directors under the 2013 Plan depends on the fair market value of our common stock at future dates, it is not possible to determine the exact number of shares that will be subject to such future RSU awards. THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF PROPOSAL...

  • Page 44
    ... our 2008 Employee Stock Purchase Plan (the "ESPP") to increase the number of shares reserved for issuance under the ESPP by 30,000,000 shares, from 40,000,000 shares to 70,000,000 shares. The Board approved this amendment on July 25, 2013, subject to stockholder approval at the annual meeting. The...

  • Page 45
    ... executive officer during fiscal year 2013 and remains employed by Symantec has an interest in Proposal No. 5. Eligible employees become participants in the ESPP by submitting an enrollment form authorizing payroll deductions no later than the third business day prior to the beginning of an Offering...

  • Page 46
    ... retirement or death or the failure of the participant to remain in the continuous employ of Symantec for at least 20 hours per week and more than five months in any calendar year during the applicable Offering Period cancels his or her option to purchase shares under the ESPP and terminates...

  • Page 47
    ... guidance on stock compensation. So long as Symantec continues issuing shares under the ESPP with a purchase price at a discount to the fair market value of its stock, Symantec will recognize compensation expense which will be determined by the level of participation in the ESPP. New Plan Benefits...

  • Page 48
    ... on July 25, 2013, subject to stockholder approval at the meeting. If approved, the SEIP will be effective commencing with fiscal 2014. The SEIP is a plan structured so as to qualify compensation paid under it to certain executive officers as "performance-based compensation" under federal tax rules...

  • Page 49
    ... Symantec executive officers participated in the SEIP during fiscal 2013. Although participation in future years is in the discretion of the Compensation Committee, each executive officer has an interest in Proposal No. 6. Information about fiscal year 2014 awards is presented below under "New Plan...

  • Page 50
    ...for our continuing named executive officers under the Annual Incentive Plan for the performance periods beginning on the start of our fiscal year 2014 are as follows: Name: Target Amount for Fiscal Year 2014 Cash Awards Under Annual Incentive Plans ($) Stephen M. Bennett ...James A. Beer ...Stephen...

  • Page 51
    ... proposal is not approved by stockholders and the Compensation Committee implements alternative methods of paying bonuses in lieu of the SEIP, the future deductibility by the Company of any such bonuses may be limited by Code Section 162(m). THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF PROPOSAL NO...

  • Page 52
    ... available for future issuance as stock options under Symantec's 2004 Equity Incentive Plan. Note that such numbers do not reflect the shares proposed to be reserved under the 2013 Equity Incentive Plan and pursuant to the amendment to the 2008 Employee Stock Purchase Plan under Proposal Nos. 4 and...

  • Page 53
    ... Technology. Mr. Gillett has served as our Executive Vice President and Chief Operating Officer since December 2012. He served as a member of our Board from January 2012 to December 2012. Prior to joining us, Mr. Gillett was Executive Vice President and President, Best Buy Digital, Global Marketing...

  • Page 54
    ... as Chief Administrative Officer, Senior Vice President and General Counsel. From May 2000 to September 2001, he was Vice President and General Counsel at Narus, Inc., a venture-backed private company that designs IP network management software. Mr. Taylor is a member of the board of directors...

  • Page 55
    ... and dispositive power over the shares. This stockholder's address is 555 California Street, 40th Floor, San Francisco, CA 94104. (2) Based solely on a Schedule 13G filing made by Bank of America Corporation on February 14, 2013, reporting sole voting and dispositive power over the shares. This...

  • Page 56
    ... all Section 16(a) forms that they file. Based solely on its review of the copies of such forms furnished to Symantec and written representations from the directors and executive officers, Symantec believes that all Section 16(a) filing requirements were met in fiscal year 2013, except that one Form...

  • Page 57
    ... during fiscal 2013 as further described on page 60. ‰ We continue to grant PRUs to our named executive officers as a regular part of our annual executive compensation program. We do not award any simple time-vesting stock options to our executives. ‰ We ensure that our various incentive plans...

  • Page 58
    ... fiscal year 2013. Stephen Bennett was appointed as our President and Chief Executive Officer of our company in July 2012. In January 2013, we announced a new strategy to provide improved, long-term performance for Symantec and thereby deliver increased value to our employees, customers, partners...

  • Page 59
    ... named executive officers, on average, was at risk. ‰ For fiscal 2013, as noted above, we introduced PCSUs to include a component in our CEO's compensation that is directly tied to increasing our stock price, rewarding our CEO for providing tangible value to our stockholders. In the event that...

  • Page 60
    ... interests, in July 2013 we increased the level of our stock ownership guidelines for our Chief Operating Officer and President, Products and Services so that they have a minimum holding requirement of 3x their base salaries. "Say on Pay" Advisory Vote on Executive Compensation We hold an advisory...

  • Page 61
    ... Chair and the Chief Human Resources Officer and also with the Compensation Committee during its regular meetings, including in executive sessions from time to time without any members of management present. As part of its engagement in fiscal 2013, Mercer provided, among other services, advice and...

  • Page 62
    ... market capitalization, industry and peer group performance. The Compensation Committee used the below peer group in setting the compensation for our named executive officers, other than our current CEO and Mr. Gillett, at the beginning of fiscal 2013. For our current CEO, the Compensation Committee...

  • Page 63
    ... with regard to compensation, the Compensation Committee reviews the various compensation elements for the CEO and our other named executive officers (including base salary, target annual bonus, target and accrued award payments under the Long Term Incentive Plans, and the value of vested and...

  • Page 64
    ..., for fiscal 2013, approximately 93% of our current CEO's target total direct compensation (sum of base salary, target annual incentive, target cash long-term-incentive and grant date fair value of equity awards) was at-risk, and on average approximately 78% of our other named executive officers...

  • Page 65
    ... our Chief Executive Officer in July 2012, we negotiated an employment arrangement with him that provides for an annual base salary of $1,000,000. In negotiating and setting his annual base salary, the Compensation Committee roughly targeted the median of our adjusted CEO peer group for fiscal 2013...

  • Page 66
    ... all of fiscal 2013, deSouza remained the same from the previous year, as their annual base salaries were deemed effective in continuing to achieve the Compensation Committee's goals for this component of executive compensation. Mr. deSouza was appointed as our President, Products and Services in...

  • Page 67
    ...fiscal year, each named executive officer has a target award opportunity, expressed as a percentage of base salary, with the ability to earn above or below that target based on actual performance. Target award opportunities for our Executive Annual Incentive Plans are established by the Compensation...

  • Page 68
    ... to adjust awards as appropriate, it did not exercise such discretion for fiscal 2013. The performance measures and weightings under the Fiscal Year 2013 Executive Annual Incentive Plans for the named executive officers were as follows: Revenue Non-GAAP EPS Individual Performance CEO ...Other NEOs...

  • Page 69
    ...was announced in January 2013 following our strategic and operational review. Our named executive officers' fiscal 2013 annual incentive payout level by performance metric, total payout as percentage of target opportunity and total payout amounts are provided in the table below: Revenue Payout % EPS...

  • Page 70
    ... 2012, the Compensation Committee approved our long term incentive plan for fiscal 2013 (FY13 LTIP). Under the terms of this plan, named executive officers were eligible to receive performance-based compensation based upon the level of attainment of target operating cash flow for the fiscal year...

  • Page 71
    ... our stock at a discount to the fair market value through payroll deductions. This plan is designed to comply with Section 423 of the Code. During fiscal 2013, four of the named executive officers participated in the 2008 Employee Stock Purchase Plan. We seek to provide equity incentive awards that...

  • Page 72
    ... the named executive officers as a regular part of our annual executive compensation program. For fiscal 2013, approximately 44% of our CEO's target total direct compensation (sum of base salary, target annual incentive, target cash long-term incentive and grant date fair value of equity awards) was...

  • Page 73
    ... fiscal 2013, resulting in full settlement of the PCSUs. The stock price performance goals were established based on the intent to deliver substantial returns to stockholders relative to Symantec's stock price of $13.18 before Mr. Bennett was announced as our new President and CEO on July 25, 2012...

  • Page 74
    ... the number of shares granted, value of each award and the total value of the equity awards for each named executive officer as of the Grant Date (values of restricted stock unit awards are based upon the closing price for a share of our common stock of $15.53 on May 10, 2012 for Messrs. Beer...

  • Page 75
    ... for cause within five years of his start date as set forth in detail in the employment offer letter and as further described in the Summary Compensation Table on page 70. Other Benefits All named executive officers are eligible to participate in our 401(k) plan (which includes our matching...

  • Page 76
    ... to the applicable officer returning a release of claims. The Symantec Corporation Executive Severance Plan replaced the Symantec Corporation Severance Plan, which provided 10 weeks of base salary for the first year of service plus two weeks of base salary for every additional year of service. The...

  • Page 77
    ... between our executive officers' and stockholders' interests, the Compensation Committee further modified the stock ownership requirements to increase the minimum levels our COO and President, Products and Services are expected to hold starting in fiscal 2014: ‰ CEO: 5x base salary ‰ CFO, COO...

  • Page 78
    .... It also requires that each of our directors, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and President, Products and Services conduct open market sales of our securities only through use of stock trading plans adopted pursuant to Rule 10b5-1 of the Exchange Act...

  • Page 79
    ... ("CD&A") contained in proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in this Annual Report on Form 10-K for the fiscal year ended March 29, 2013. By: The Compensation and Leadership Development Committee of the...

  • Page 80
    ... Table for Fiscal 2013 Fiscal Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($)(2) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) Name and Principal Position Stephen M. Bennett ...President and Chief Executive Officer James A. Beer ...Executive Vice...

  • Page 81
    (4) The PRUs awarded in fiscal 2012 and 2013 are based on a three-year performance period. The PRUs are eligible to be earned if we achieve at least 70% of the target level non-GAAP EPS performance which is the same metric used for the Executive Annual Incentive Plan for fiscal 2013. Depending on ...

  • Page 82
    ... tax services, and (d) $6,250 for the Company's contributions to Mr. Beer's account under its 401(k) plan. (13) Mr. Gillett's received a prorated salary of $241,951 based on his period of employment as our Executive Vice President and Chief Operating Officer in fiscal 2013. His annual base salary is...

  • Page 83
    ... pay pursuant to Mr. Salem's Employment Agreement. See "Potential Payments Upon Termination or Change in Control" below. (24) Represents (a) $1,110,000 for Mr. Salem's annual bonus under the Executive Annual Incentive Plan for fiscal 2012, which was earned in fiscal 2012 and paid in fiscal 2013...

  • Page 84
    ... for tax services, (d) $475,000 for severance, and (e) $15,000 payment under our Executive Severance Plan. (31) Represents (a) $458,019 for Mr. Robbins' annual bonus under the Executive Annual Incentive Plan for fiscal 2012, which was earned in fiscal 2012 and paid in fiscal 2013, and (b) $446...

  • Page 85
    ... our CEO, and in May 2012 all other named executive officers, were awarded a PRU under the 2004 Equity Incentive Plan, eligible to be earned if we achieve at least 70% of the target level non-GAAP EPS performance which is the same metric used for the Executive Annual Incentive Plan for fiscal 2013...

  • Page 86
    ... the fiscal year ended March 29, 2013, certain information regarding outstanding equity awards at fiscal year end for our named executive officers. Outstanding Equity Awards At Fiscal Year-End 2013 Option Awards Stock Awards Equity Incentive Plan Awards: Number of Unearned Shares, Market Value Units...

  • Page 87
    ... to the S&P 500. The number of shares and the payout value for the fiscal 2012 PRUs set forth above reflect the maximum potential payout since Symantec's performance during the two years ended March 29, 2013, the second measurement date of the three-year performance period has exceeded target...

  • Page 88
    ... or above-market. In fiscal 2013, certain management employees on our U.S. payroll with a base salary of $150,000 or greater, including each of the named executive officers, are eligible to participate in the Symantec Corporation Deferred Compensation Plan. The plan provides the opportunity...

  • Page 89
    ...the threshold level of non-GAAP EPS performance during the first year of the performance period. In April 2012, the Compensation Committee revised the plan to provide for the payment of a cash severance benefit for our named executive officers equal to one times such officer's base salary and target...

  • Page 90
    ... or her continuation coverage. Payment of severance payments, one-time bonus payment and outplacement services pursuant to the Symantec Executive Severance Plan is subject to the applicable executive officer returning a release of claims against Symantec. Long Term Incentive Plan Participants under...

  • Page 91
    ...Symantec Executive Retention Plan and the Symantec Executive Severance Plan, assuming a qualifying termination as of March 29, 2013 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of $24.68 on March 29, 2013 minus the exercise price): Severance Pay...

  • Page 92
    ... Retention Plan, the Symantec Executive Severance Plan and FY12 LTIP, assuming a qualifying termination as of March 29, 2013 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of $24.68 on March 29, 2013 minus the exercise price): Severance Pay COBRA...

  • Page 93
    ...953 $686,563 The following table summarizes the value of the payouts to Ms. Chaffin pursuant to the Symantec Executive Retention Plan and the Symantec Executive Severance Plan: Severance Executive Outplacement COBRA Option RSU Pay Bonus Cost Premiums Vesting Vesting PRU Vesting Acceleration of LTIP...

  • Page 94
    ...related person is any Symantec executive officer, director, nominee for director, or stockholder holding more than 5% of any class of Symantec's voting securities, in each case, since the beginning of the previous fiscal year, and their immediate family members. Under the policy, absent any facts or...

  • Page 95
    ...the Board (and the Board has approved) that the audited financial statements be included in Symantec's Annual Report on Form 10-K for the fiscal year ended March 29, 2013 for filing with the SEC. By: The Audit Committee of the Board of Directors: Michael A. Brown (member through July 24, 2012) Frank...

  • Page 96
    ... receive a separate copy of the Notice of Internet Availability and, if applicable, annual report and other proxy materials, you may write or call Symantec's Investor Relations department at 350 Ellis Street, Mountain View, California 94043, Attn: Investor Relations, telephone number (650) 527-5523...

  • Page 97
    ...of Internet Availability or annual report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding or Symantec's Investor Relations department at the address or telephone number listed...

  • Page 98
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  • Page 99
    ... 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...

  • Page 100
    ..., Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accounting Fees and Services ...PART...

  • Page 101
    ... to pay quarterly cash dividends in the future, the actions we intend to take as part of our new strategy, the expected impact of our new strategy and other characterizations of future events or circumstances are forward-looking statements. These statements are only predictions, based on our current...

  • Page 102
    ... and our principal executive offices are located at 350 Ellis Street, Mountain View, California, 94043. Our telephone number at that location is (650) 5278000. Our Internet home page is www.symantec.com. Other than the information expressly set forth in this annual report, the information contained...

  • Page 103
    ... organization by functional areas, rather than by market segments, will create an opportunity to reduce complexity, remove redundancies, increase the speed of decision making and improve accountability and execution. By the fall of 2013, we expect to reduce the number of management layers from our...

  • Page 104
    ... in fiscal 2013 were: Consumer, Security and Compliance, Storage and Server Management, Services, and Other. We expect to modify our segment reporting structure starting in the first quarter of fiscal 2014 to align with our three new areas of focus. Consumer Our consumer products help customers deal...

  • Page 105
    ... help organizations standardize on a single layer of infrastructure software, work on all major distributed operating systems, and support storage devices, databases, and applications in both physical and virtual environments. Our primary solutions in this segment address the following areas: Backup...

  • Page 106
    ..., education and dedicated support services. Symantec Services help customers address information security, availability, storage and compliance challenges at the endpoint and in complex, multivendor datacenter environments. Other Our Other segment includes sunset products and products nearing...

  • Page 107
    ...sell and market our products and related services to enterprise customers through our direct sales force of more than 4,700 sales employees, as of March 29, 2013, and through a variety of indirect sales channels, which include value-added resellers, managed service providers, large account resellers...

  • Page 108
    ... 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 2013 and 2012...

  • Page 109
    ... that increasingly are looking to put various types of protection, whether it is backup, high availability or security, into their platforms. We are focused on delivering comprehensive customer solutions, integrating across our broad product portfolio and partnering with other technology providers...

  • Page 110
    ... 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...

  • Page 111
    ... 7,400 employees work in sales and marketing, 7,200 in research and development, 5,400 in support and services, and 1,500 in management, manufacturing, and administration. Available Information Our Internet address is www.symantec.com. We make available free of charge our annual reports on Form...

  • Page 112
    ... solutions, customer service, and support into unified enterprise security and storage solutions • Addressing trade compliance issues affecting our ability to ship our products • Developing or expanding efficient sales channels • Obtaining sufficient licenses to technology and technical access...

  • Page 113
    ... depends on our execution in a number of areas, including: • • Continuing to innovate and bring to market compelling cloud-based experiences that generate increasing traffic and market share; and Ensuring that our SaaS offerings meet the reliability expectations of our customers and maintain the...

  • Page 114
    ...resources to focus on certain key areas, such as mobile workforce productivity, Norton protection, Norton cloud, information security services, identity/content-aware security gateway, data center security, business continuity, integrated backup, cloud-based information management and object storage...

  • Page 115
    ... 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 portion of our revenues is derived from sales through our OEM partners...

  • Page 116
    ... 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...

  • Page 117
    ... ability to process customer orders, ship products, provide services and support to our customers, bill and track our customers, fulfill contractual obligations, and otherwise run our business. Even if we do not encounter these adverse effects, the planning, designing and implementation may be much...

  • Page 118
    ..., 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...

  • Page 119
    ... 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...

  • Page 120
    ... 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...

  • Page 121
    ... 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...

  • Page 122
    ... 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...

  • Page 123
    ...noncash and other accounting charges, including Amortization of intangible assets 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...

  • Page 124
    ... 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 key management, technical, sales, marketing, finance...

  • Page 125
    ... 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...

  • Page 126
    ... of 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 during each quarter of the two most recent years. Fourth Quarter Fiscal 2013 Third Second Quarter...

  • Page 127
    ...As of March 29, 2013, there were 2,218 stockholders of record. Dividends As of March 29, 2013, Symantec had never declared or paid any cash dividends on its capital stock. We intend to pay a quarterly cash dividend beginning in fiscal 2014. On May 2, 2013, our board of directors approved a quarterly...

  • Page 128
    ...stock. COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN Among Symantec Corporation, The S&P 500 Index And The S&P Information Technology Index 150 Symantec Corporation S&P 500 S&P Information Technology 125 DOLLARS 100 75 50 2008 Fiscal Year 2009 2010 2008 2009 2011 2010 2012 2011 2012 2013...

  • Page 129
    ... 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. Five-Year Summary 2013 Fiscal (a) 2012 2011 2010 (In millions...

  • Page 130
    ... Symantec is a global leader in security, backup and availability solutions. Our innovative products and services protect people and information in any digital environment - from the smallest mobile device, to the enterprise data center, to cloud-based systems. Our software and services protect...

  • Page 131
    ... Revenue increased by $176 million for fiscal 2013 as compared to fiscal 2012, primarily driven by growth in our Security and Compliance and Storage and Server Management segments. Our revenue grew both domestically and internationally in fiscal 2013 as compared to fiscal 2012. For fiscal 2013, we...

  • Page 132
    ... multiple elements, including perpetual software licenses and maintenance or services, packaged products with content updates, 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...

  • Page 133
    ... 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...

  • Page 134
    ..., 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...

  • Page 135
    ... on longlived 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. Stock-based compensation We account for stock-based compensation in...

  • Page 136
    ... based upon the performance of Symantec's common stock over a three-year period, and are also subject to an underlying continued service vesting condition. We estimate the fair value of PRUs using the Monte Carlo simulation option pricing model ("Monte Carlo model"), as the total shareholder return...

  • Page 137
    ...includes sales of software licenses, appliances, and certain revenue sharing arrangements. License revenue decreased primarily due to a decline from our Storage and Server Management segment of $27 million. Fiscal 2012 compared to Fiscal 2011: Content, subscription, and maintenance revenue increased...

  • Page 138
    ... our enterprise security suite offerings of $19 million. The revenue from our user authentication and trust products and services for fiscal 2012 was lower than would have otherwise been the case due to purchase accounting fair value adjustments to deferred revenue. Security and Compliance operating...

  • Page 139
    Fiscal 2012 compared to Fiscal 2011: Security and Compliance revenue increased primarily due to the growth in our User Authentication and Trust Services offerings of $238 million, encryption solutions of $27 million, Data Loss Protection products of $18 million, and Managed Security Services of $17 ...

  • Page 140
    Fiscal 2013 compared to Fiscal 2012: Services revenue increased primarily due to higher sales from our Business Critical Services offering, while Services operating income remained consistent. Fiscal 2012 compared to Fiscal 2011: Services revenue decreased as we transitioned certain consulting ...

  • Page 141
    ... by geographic region Fiscal 2013 Change in $ % Fiscal 2012 ($ in millions) Change in $ % Fiscal 2011 Americas (U.S., Canada and Latin America) Consumer Segment ...Security and Compliance Segment ...Storage and Server Management Segment ...Services Segment ...Total Americas ...Percentage of total...

  • Page 142
    ... our 2011 acquisitions of the identity and authentication business of VeriSign, Inc. ("VeriSign"), PGP Corporation ("PGP"), and GuardianEdge Technologies, Inc. ("GuardianEdge"). Operating expenses Fiscal 2013 Change in $ % Fiscal 2012 ($ in millions) Change in $ % Fiscal 2011 Sales and marketing...

  • Page 143
    ... resource planning system. In the fourth quarter of fiscal 2013, we announced our strategic direction to focus on key strategic customer offerings and simplify our GTM strategy and organizational structure. In order to deliver on this focus, we initiated a restructuring plan to reduce the layers...

  • Page 144
    ..., manufactured, marketed, and supported security and storage appliances on behalf of global telecommunications carriers and enterprise customers. We recorded a loss of $27 million and $31 million related to our share of the joint venture's net loss incurred, for fiscal 2012 and 2011, respectively...

  • Page 145
    ... or all of the deferred tax assets will not be realized. We considered the following: we have historical cumulative book income, as measured by the current and prior two years, we have strong, consistent taxpaying history, we have substantial U.S. federal income tax carryback potential; and we...

  • Page 146
    ...52 million. We executed the final closing agreement for the VERITAS 2002 through 2005 tax years on December 26, 2012. Accordingly, we recorded a further tax benefit of $3 million during the third quarter of fiscal 2013 based on the closing agreement. Further, we amended our state tax returns for the...

  • Page 147
    ... notes prior to their maturity. In January 2013, the Company announced a capital allocation program, which includes plans to initiate a quarterly cash dividend. In addition, we regularly evaluate our ability to repurchase stock, pay debts, and acquire other businesses. Acquisitions: In fiscal 2013...

  • Page 148
    ... Plan: In the fourth quarter of fiscal 2013, we announced our strategic direction to streamline and simplify the Company in order to deliver significantly improved performance to customers and partners. The Company intends to focus on key strategic customer offerings and simplify our Go-To-Market...

  • Page 149
    ... and net proceeds from sales of common stock through employee stock plans of $122 million. Contractual obligations The following is a schedule by years of our significant contractual obligations as of March 29, 2013: Fiscal 2014 Payments Due by Period Fiscal 2015 Fiscal 2017 Fiscal 2019 and 2016 and...

  • Page 150
    ...see Note 6 of the Notes to Consolidated Financial Statements in this annual report. In fiscal 2007, we issued $1.0 billion in principal amount of 1.00% notes due June 2013. Interest payments were calculated based on terms of the notes. For further information on the notes, see Note 6 of the Notes to...

  • Page 151
    ... for trading or speculative purposes. Interest rate risk As of March 29, 2013, we had $2.10 billion in principal amount of fixed-rate senior notes outstanding, with a carrying amount of $2.10 billion and a fair value of $2.19 billion, which fair value is based on Level 2 inputs of market prices for...

  • Page 152
    .... The total estimated fair value of our 1.00% notes at March 29, 2013 was $1.29 billion and the fair value was determined based on the closing trading price of $129 per $100 of the 1.00% notes as of that date. See Note 6 of the Notes to Consolidated Financial Statements in this annual report. 54

  • Page 153
    ... 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...

  • Page 154
    ... 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 March 29, 2013, based on criteria established in Internal...

  • Page 155
    ... 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...

  • Page 156
    ...be sent to: Symantec Corporation Attn: Investor Relations 350 Ellis Street Mountain View, California 94043 650-527-8000 The following documents are filed as part of this report: Page Number 1. Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm ...Consolidated...

  • Page 157
    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 March 29, 2013 and March 30, 2012, and the related consolidated statements...

  • Page 158
    presents fairly, in all material respects, the information set forth therein. Also in our opinion, Symantec Corporation maintained, in all material respects, effective internal control over financial reporting as of March 29, 2013, based on criteria established in Internal Control - Integrated ...

  • Page 159
    SYMANTEC CORPORATION CONSOLIDATED BALANCE SHEETS March 29, March 30, 2013 2012 (In millions, except par value) ASSETS Current assets: Cash and cash equivalents ...Short-term investments ...Trade accounts receivable, net ...Inventories ...Deferred income taxes ...Other current assets ...Total ...

  • Page 160
    ... of revenue: Content, subscription, and maintenance ...License ...Amortization of intangible assets ...Total cost of revenue ...Gross profit ...Operating expenses: Sales and marketing ...Research and development ...General and administrative ...Amortization of intangible assets ...Restructuring and...

  • Page 161
    ... available-for-sale securities, net of taxes of $11 million, $0 million, and $0 million for fiscal 2013, 2012, and 2011, respectively ......Symantec Corporation stockholders ... $765 5 2 7 15 22 787 (2) $789 $1,172 1 3 4 - 4 1,176 2 $1,174 $593 (8) 21 13 (1) 12 605 (4) $609 The accompanying Notes...

  • Page 162
    ... . . Balances as of March 30, 2012 ...Net income ...Other comprehensive income (loss) ...Issuance of common stock under employee stock plans ...Repurchase of common stock ...Tax payments related to restricted stock units ...Stock-based compensation, net of estimated forfeitures ...Income tax benefit...

  • Page 163
    ...Year Ended March 30, 2012 (In millions) April 1, 2011 OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation ...Amortization of intangible assets ...Amortization of debt issuance costs and discounts ...Stock-based compensation...

  • Page 164
    ...) is a global leader in security, backup and availability solutions. Our innovative products and services protect people and information in any digital environment - from the smallest mobile device, to the enterprise data center, to cloud-based systems. Our software and services protect against...

  • Page 165
    ... noted above have been met. For software arrangements that include multiple elements, including perpetual software licenses, maintenance, services, and packaged products with content updates and subscriptions, we allocate and defer revenue for the undelivered items based on VSOE of the fair value...

  • Page 166
    ... 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...

  • Page 167
    SYMANTEC CORPORATION Notes to Consolidated Financial Statements - (Continued) 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 ...

  • Page 168
    ...29, March 30, 2013 2012 (In millions) Trade accounts receivable ...Less: allowance for doubtful accounts ...Less: reserve for product returns ...Trade accounts receivable, net ... $1,054 (5) (18) $1,031 $962 (5) (17) $940 Inventories Inventories are carried at the lower of cost or market. Cost is...

  • Page 169
    SYMANTEC CORPORATION Notes to Consolidated Financial Statements - (Continued) The following table summarizes property and equipment, net of accumulated depreciation by categories for the periods presented: As of March 29, March 30, 2013 2012 (In millions) Computer hardware and software ...Office ...

  • Page 170
    ... fair values. 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 trade names...

  • Page 171
    ... exists, a second step analysis is performed, involving a comparison between the fair values of the asset or asset group with its respective carrying amounts and the impairment amount is measured as the excess of the carrying amount over the fair value. These assets generally include trade names and...

  • Page 172
    ... 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 five types of stock-based awards: stock options, restricted stock units, restricted stock awards, performance-based...

  • Page 173
    ... Notes to Consolidated Financial Statements - (Continued) • Restricted stock units and restricted stock awards. The fair value of each Restricted Stock Unit ("RSU") and Restricted Stock Award ("RSA") is equal to the market value of Symantec's common stock on the date of grant. Performance-based...

  • Page 174
    .... Note 2. Fair Value Measurements For assets and liabilities measured at fair value, such amounts are based on an expected exit price representing 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...

  • Page 175
    .... The fair value of the liability component was calculated to be $497 million upon repurchase using Level 2 inputs based on market prices for similar convertible debt instruments and resulting yields. Note 3. Business Combinations Fiscal 2013 On April 2, 2012, we completed the acquisition of...

  • Page 176
    ... million of assumed stock options. The objective of the acquisition was to enhance our eDiscovery, archiving and backup offerings to our customers. The results of operations of Clearwell are included since the date of acquisition as part of the Storage and Server Management segment. Supplemental pro...

  • Page 177
    ... of the Security and Compliance segment. Supplemental pro forma information for VeriSign was not material to our financial results and therefore not included. For fiscal 2011, we recorded acquisition-related transaction costs of $11 million, which were included in general and administrative expense...

  • Page 178
    SYMANTEC CORPORATION Notes to Consolidated Financial Statements - (Continued) (2) Intangible assets included customer relationships of $226 million, developed technology of $123 million and trade names of $5 million, which are amortized over their estimated useful lives of 18 months to nine years. ...

  • Page 179
    ... of the acquisitions' product offerings with our existing product offerings. Goodwill and Intangible Assets (2) (3) Note 4. Goodwill The changes in the carrying amount of goodwill are as follows: Security and Compliance Storage and Server Management (In millions) Consumer Services Total Net...

  • Page 180
    ... in fiscal 2013, 2012, and 2011, respectively. Total future amortization expense for intangible assets that have finite lives, based on our existing intangible assets and their current estimated useful lives as of March 29, 2013, is estimated by fiscal years as follows (in millions): 2014 ...2015...

  • Page 181
    ... fiscal 2013, we began receiving a tax incentive from the China tax bureau in the form of value-added tax ("VAT") refunds. The tax incentive is provided to companies that perform software research and development activities in China. The refunds relate to VAT collected on qualifying software product...

  • Page 182
    ... the effective interest rates of the 1.00% notes were 6.78% for fiscal 2013 and 2012, we are making cash interest payments at the stated coupon rates of 1.00%. The fair value of debt relies on Level 2 inputs, which is based on market prices for similar debt instruments and resulting yields. For...

  • Page 183
    ... 5, 2013; or (4) during the five business-day period after any five consecutive trading-day period during which the trading price of the 1.00% notes falls below a certain threshold. Upon conversion, we would pay the holder the cash value of the applicable number of shares of our common stock, up...

  • Page 184
    ... segment. Restructuring plan In the fourth quarter of fiscal 2013, the Company announced its strategic direction to streamline and simplify the Company in order to deliver significantly improved performance to customers and partners. The Company intends to focus on key strategic customer offerings...

  • Page 185
    ... new enterprise resource planning system, $47 million of severance costs and $10 million of other related costs. Commitments and Contingencies Note 8. Lease commitments We lease certain of our facilities, equipment, and co-locations under operating leases that expire at various dates beyond fiscal...

  • Page 186
    SYMANTEC CORPORATION Notes to Consolidated Financial Statements - (Continued) The following is a schedule by fiscal years of minimum future rentals on noncancelable operating leases as of March 29, 2013 (in millions): 2014 ...2015 ...2016 ...2017 ...2018 ...Thereafter ...Total minimum future lease ...

  • Page 187
    ... reportable segments were as follows: • Consumer: Our Consumer segment focuses on delivering Internet security for PCs, tablets and mobile devices along with services such as online backup, online family protection and remote help to individual users and home offices. • Security and Compliance...

  • Page 188
    ...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, and education. • Other: Our Other segment is comprised of sunset products and...

  • Page 189
    ...percentage of total revenue by significant product categories: March 29, 2013 Year Ended March 30, 2012 April 1, 2011 Core consumer security ...Backup ...Storage and availability management ...Endpoint security and management ...Others (1) ...Total product revenue ...(1) 27% 21% 8% 8% 36% 100% 28...

  • Page 190
    ...Code. We match 50% of the employee's contribution up to the limits specified in the plan. The maximum match in any given plan year is 3% of the employees' eligible compensation, up to $6,000. Our contribution under the plan was $26 million, $25 million, and $22 million in fiscal 2013, 2012, and 2011...

  • Page 191
    ... continued service vesting condition. Each performance metric is based on the average twenty day trailing closing price of Symantec's common stock (the "Average Closing Price") over a three-year period beginning with the second quarter of fiscal 2013. Upon achievement and ratification by our board...

  • Page 192
    SYMANTEC CORPORATION Notes to Consolidated Financial Statements - (Continued) Valuation of stock-based awards The following assumptions were used to estimate the fair value of stock awards: Fiscal 2013 Fiscal 2012 Fiscal 2011 Stock Options: Expected life ...Weighted-average expected volatility ......

  • Page 193
    ... options with an exercise price below $24.68, the closing price of our common stock on the last trading day of the fiscal year, as reported by the NASDAQ Global Select Market. The weighted-average fair value per share of options granted during fiscal 2013, 2012, and 2011 including assumed options...

  • Page 194
    SYMANTEC CORPORATION Notes to Consolidated Financial Statements - (Continued) Performance-based restricted stock units activity Number of Shares Unvested at March 30, 2012 ...Granted ...Incremental grants due to performance and market conditions ...Vested and released ...Issued ...Forfeited ......

  • Page 195
    SYMANTEC CORPORATION Notes to Consolidated Financial Statements - (Continued) Pretax income from international operations was $652 million, $891 million, and $460 million for fiscal 2013, fiscal 2012, and 2011, respectively. The difference between our effective income tax and the federal statutory ...

  • Page 196
    ... portion or all the deferred tax assets will not be realized. We considered the following: we have historical cumulative book income, as measured by the current and prior two years, we have strong, consistent taxpaying history, we have substantial U.S. federal income tax carryback potential; and we...

  • Page 197
    ... to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. Our 2005 through 2013 fiscal years remain subject to examination by the Internal Revenue Service ("IRS") for U.S. federal tax purposes, our 2009 through 2013 fiscal years...

  • Page 198
    ...52 million. We executed the final closing agreement for the VERITAS 2002 through 2005 tax years on December 26, 2012. Accordingly, we recorded a further tax benefit of $3 million during the third quarter of fiscal 2013 based on the closing agreement. Further, we amended our state tax returns for the...

  • Page 199
    ... the convertible senior notes. Noncontrolling Interest Note 14. As of March 30, 2012, we owned 54% of VeriSign Japan. During the second quarter of fiscal 2013, we completed a tender offer and paid $92 million to acquire VeriSign Japan common shares and stock rights, which increased our ownership...

  • Page 200
    ...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 17th day of May 2013. SYMANTEC CORPORATION By /s/ Stephen M. Bennett Stephen M. Bennett President, Chief Executive Officer and Director KNOW...

  • Page 201
    Signature Title Date /s/ David L. Mahoney David L. Mahoney Robert S. Miller Robert S. Miller V. Paul Unruh V. Paul Unruh Director May 17, 2013 /s/ Director May 17, 2013 /s/ Director May 17, 2013 103

  • Page 202
    ... 2012 ...Year ended April 1, 2011 ...(1) (2) $103 107 88 $252 227 237 $173 173 150 $(417) (404) (368) $111 103 107 The balances include allowance for doubtful accounts, reserve for product returns, and reserve for rebates. Charged to other accounts include the unrecognized customer rebates and...

  • Page 203
    ... Senior Vice President Chief Technology Officer ANNUAL MEETING The Annual Meeting will be held on Tuesday, October 22, 2013 at 9:00 a.m. PT at: 350 Ellis Street Mountain View, CA 94043 (650) 527-8000 www.symantec.com/invest Stock Exchange Listing Symantec's common stock is traded on the NASDAQ...

  • Page 204
    350 Ellis Street Mountain View, CA 94043 Tel: (650) 527-8000 www.symantec.com