UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 11, 2015
(Exact Name of Registrant as Specified in Charter)
|
Delaware
|
000-17781
|
77-0181864
|
|
(State or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
350 Ellis Street, Mountain View, CA
|
94043
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Registrant’s Telephone Number, Including Area Code (650) 527-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On August 11, 2015, Symantec Corporation (the “Company”) issued a press release announcing financial results for the first quarter ended July 3, 2015 as well as an increase of $1.5 billion to its share repurchase authorization. A copy of the press release is furnished as Exhibit 99.01 to this Current Report and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On August 11, 2015, the Company announced that it entered into a definitive agreement to sell the assets of its information management business to The Carlyle Group and certain co-investors for cash consideration of approximately $8.0 billion and the assumption of certain liabilities. The sale is expected to close by the end of the third quarter of the Company’s fiscal 2016, subject to regulatory approvals and certain closing conditions, including the operational separation, in all material respects, of the information management business. A copy of the press release is furnished as Exhibit 99.02 to this Current Report and is incorporated herein by reference.
The information in Items 2.02 and 7.01 of this Current Report, including Exhibits 99.01 and 99.02 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in Items 2.02 and 7.01 and in the accompanying Exhibits 99.01 and 99.02 shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report contains statements that refer to the Company’s plans to sell the assets of its information management business to The Carlyle Group and certain co-investors and other characterizations of future events or circumstances are forward-looking statements. These statements are only predictions, based on the Company’s current expectations about future events and may not prove to be accurate. The Company does not undertake any obligation to update these forward-looking statements to reflect events occurring or circumstances arising after the date of this Current Report. These forward-looking statements involve risks and uncertainties, and the Company’s 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 the Company discusses in Risk Factors, set forth in Part I, Item 1A, of the Company’s annual report on Form 10-K for the fiscal year ended April 3, 2015.
Item 8.01. Other Events
On August 11, 2015, the Company announced the authorization to increase the Company’s share repurchase program to $2.6 billion.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number
|
|
Exhibit Title or Description
|
| |
|
|
|
99.01
|
|
Press release issued by Symantec Corporation entitled “Symantec Reports First Quarter Fiscal Year 2016 Results,” dated August 11, 2015
|
| 99.02 |
|
Press release issued by Symantec Corporation entitled “Symantec Announces Sale of Veritas to The Carlyle Group for $8 Billion in Cash,” dated August 11, 2015
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
Symantec Corporation |
|
| |
|
|
|
|
Date: August 11, 2015
|
By:
|
/s/ Thomas J. Seifert
|
|
| |
|
Thomas J. Seifert |
|
| |
|
Executive Vice President and Chief Financial Officer |
Exhibit Index
|
Exhibit Number
|
|
Exhibit Title or Description
|
| |
|
|
|
99.01
|
|
Press release issued by Symantec Corporation entitled “Symantec Reports First Quarter Fiscal Year 2016 Results,” dated August 11, 2015
|
| 99.02 |
|
Press release issued by Symantec Corporation entitled “Symantec Announces Sale of Veritas to The Carlyle Group for $8 Billion in Cash,” dated August 11, 2015
|
Exhibit 99.01
FOR IMMEDIATE RELEASE
| MEDIA CONTACT: |
INVESTOR CONTACT: |
|
Kristen Batch
|
Sean Hazlett
|
|
Symantec Corp.
|
Symantec Corp.
|
|
650-527-5152
|
650-527-6273
|
|
kristen_batch@symantec.com
|
sean_hazlett@symantec.com
|
SYMANTEC REPORTS FIRST QUARTER FISCAL YEAR 2016 RESULTS
| ● |
Q1 revenue flat Y/Y, adjusting for currency and an extra week in the June 2014 quarter |
| ● |
Operating margin expansion of 480 bps Y/Y to 27.4%, adjusting for currency impact |
| ● |
Signs definitive agreement to sell information management business for $8 billion |
| ● |
Raises stock repurchase program to $2.6 billion and maintains dividend at $0.15 |
MOUNTAIN VIEW, Calif. – August 11, 2015 – Symantec Corp. (NASDAQ: SYMC) today reported the results of its first quarter of fiscal year 2016, ended July 3, 2015.
Michael A. Brown, president and CEO, said, “We made encouraging progress in several product segments, achieving growth in our enterprise security business for the first quarter in two years. However, our revenue was flat in Q1, adjusting for currency and an extra week in the June 2014 quarter. Reaching a definitive agreement to sell Veritas marks an important inflection point for Symantec. With a strong product pipeline of more than a dozen enterprise security products on track to be released this year, Symantec is now focused on extending its lead as the world’s largest cybersecurity company.”
Thomas Seifert, executive vice president and CFO, said, “The $8 billion sale price for Veritas delivers a certain and attractive valuation, and simplifies the separation process. We remain committed to returning significant cash to shareholders, by announcing an increase to our share repurchase authorization to $2.6 billion. We also intend to maintain our dividend at 15 cents per common share, which represents an increased and attractive payout ratio for a company of Symantec’s size post-separation.”
Results for the First Quarter of Fiscal Year 2016 (Dollars in millions, except EPS)
| |
|
|
1Q16 |
|
|
1Q15 |
|
Reported
Y/Y
Change
|
|
FX
Adjusted
Y/Y Change
|
|
FX and
14th Week
Adjusted
Y/Y Change
|
|
GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
1,499 |
|
|
$ |
1,735 |
|
|
|
(14 |
%) |
|
|
(7 |
%) |
|
|
0 |
% |
|
Operating Margin
|
|
|
13.4 |
% |
|
|
18.6 |
% |
|
(520) bps
|
|
(230) bps
|
|
|
N/A |
|
|
Net Income
|
|
$ |
117 |
|
|
$ |
236 |
|
|
|
(50 |
%) |
|
|
N/A |
|
|
|
N/A |
|
|
Deferred Revenue
|
|
$ |
3,419 |
|
|
$ |
3,713 |
|
|
|
(8 |
%) |
|
|
(1 |
%) |
|
|
(1 |
%) |
|
EPS (Diluted)
|
|
$ |
0.17 |
|
|
$ |
0.34 |
|
|
|
(50 |
%) |
|
|
N/A |
|
|
|
N/A |
|
|
CFFO
|
|
$ |
300 |
|
|
$ |
293 |
|
|
|
2 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
Non-GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Margin
|
|
|
27.4 |
% |
|
|
24.6 |
% |
|
280 bps
|
|
480 bps
|
|
|
|
N/A |
|
|
Net Income
|
|
$ |
275 |
|
|
$ |
313 |
|
|
|
(12 |
%) |
|
|
N/A |
|
|
|
N/A |
|
|
EPS (Diluted)
|
|
$ |
0.40 |
|
|
$ |
0.45 |
|
|
|
(11 |
%) |
|
|
N/A |
|
|
|
N/A |
|
Second Quarter and Fiscal Year 2016 Guidance (Dollars in millions, except EPS and FX rate)
| |
|
|
2Q16 |
|
|
FY16
|
|
|
GAAP
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
$1,485 - $1,525 |
|
|
|
$6,210 - $6,350 |
|
|
Operating Margin
|
|
|
13.0% - 15.0 |
% |
|
|
14.5% - 15.5 |
% |
|
EPS (Diluted)
|
|
|
$0.19 - $0.22 |
|
|
|
$0.86 - $0.96 |
|
|
Non-GAAP
|
|
|
|
|
|
|
|
|
|
Operating Margin
|
|
|
26.0% - 28.0 |
% |
|
|
29.0% - 30.0 |
% |
|
EPS (Diluted)
|
|
|
$0.40 - $0.43 |
|
|
|
$1.80 - $1.90 |
|
|
Tax Rate
|
|
|
24.0 |
% |
|
|
27.5 |
% |
|
Share Count
|
|
690 million
|
|
|
694 million
|
|
|
FX Rate (€/$)
|
|
|
$1.11 |
|
|
|
$1.13 |
|
Symantec's Board of Directors has declared a quarterly cash dividend of $0.15 per common share to be paid on September 16, 2015 to all shareholders of record as of the close of business on August 26, 2015. The ex-dividend date will be August 24, 2015.
Symantec’s Board of Directors has also authorized an increase to its share repurchase program to $2.6 billion.
In a separate press release, Symantec announced a definitive agreement to sell its information management business, Veritas, to a group of investors led by The Carlyle Group for $8 billion. The deal is expected to close by January 1, 2016.
Conference Call
Symantec has scheduled a conference call for 8:30 a.m. ET/5:30 a.m. PT today to discuss its first quarter of fiscal year 2016 results, ended July 3, 2015 and to review guidance. Interested parties may access the conference call on the Internet at http://www.symantec.com/invest. To listen to the live call, please go to the website at least 15 minutes early to register, download and install any necessary audio software. A replay and our prepared remarks will be available on the investor relations home page shortly after the call is completed.
About Symantec
Symantec Corporation (NASDAQ: SYMC) is an information protection expert that helps people, businesses and governments seeking the freedom to unlock the opportunities technology brings -- anytime, anywhere. Founded in April 1982, Symantec, a Fortune 500 company, operating one of the largest global data-intelligence networks, has provided leading security, backup and availability solutions for where vital information is stored, accessed and shared. The company's more than 19,000 employees reside in more than 45 countries. Ninety-nine percent of Fortune 500 companies are Symantec customers. In fiscal 2015, it recorded revenues of $6.5 billion. To learn more go to www.symantec.com or connect with Symantec at: http://www.symantec.com/social/
###
Symantec and the Symantec Logo are trademarks or registered trademarks of Symantec Corporation or its affiliates in the U.S. and other countries. Other names may be trademarks of their respective owners.
FORWARD-LOOKING STATEMENTS: This press release contains statements regarding our financial and business results and our proposed divestiture of our Veritas business, which may be considered forward-looking within the meaning of the U.S. federal securities laws. These include statements regarding the anticipated closing of the Veritas sale, as well as projections of future revenue, operating margin and earnings per share, amortization of acquisition-related intangibles, stock-based compensation, and restructuring, separation and transition charges. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this press release. Such risk factors include those related to: the satisfaction of the conditions to closing of the Veritas divestiture; general economic conditions; risks related to the proposed divestiture of Veritas; maintaining customer and partner relationships; the anticipated growth of certain market segments, particularly with regard to security and storage; the competitive environment in the software industry; changes to operating systems and product strategy by vendors of operating systems; fluctuations in currency exchange rates; the timing and market acceptance of new product releases and upgrades; the successful development of new products and integration of acquired businesses, and the degree to which these products and businesses gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this press release. We assume no obligation, and do not intend, to update these forward-looking statements as a result of future events or developments. Additional information concerning these and other risks factors is contained in the Risk Factors sections of our Form 10-K for the year ended April 3, 2015.
USE OF NON-GAAP FINANCIAL INFORMATION: Our results of operations have undergone significant change due to the impact of stock-based compensation, charges related to the amortization of intangible assets, and certain other income and expense items that management considers unrelated to Symantec’s core operations, including restructuring, separation and transition costs. To help our readers understand our past financial performance and our future results, we supplement the financial results that we provide in accordance with generally accepted accounting principles, or GAAP, with non-GAAP financial measures. The method we use to produce non-GAAP results is not computed according to GAAP and may differ from the methods used by other companies. Non-GAAP financial measures are supplemental, should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management team uses these non-GAAP financial measures in assessing Symantec’s operating results, as well as when planning, forecasting and analyzing future periods. Investors are encouraged to review the reconciliation of our non-GAAP financial measures to the comparable GAAP results, which is attached to our quarterly earnings release and which can be found, along with other financial information, on the investor relations page of our website at: http://www.symantec.com/invest.
|
SYMANTEC CORPORATION
|
|
Condensed Consolidated Balance Sheets
|
|
(Dollars in millions, unaudited)
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
2,981 |
|
|
$ |
2,874 |
|
|
Short-term investments
|
|
|
903 |
|
|
|
1,017 |
|
|
Trade accounts receivable, net
|
|
|
604 |
|
|
|
993 |
|
|
Deferred income taxes
|
|
|
152 |
|
|
|
152 |
|
|
Deferred commissions
|
|
|
115 |
|
|
|
131 |
|
|
Other current assets
|
|
|
267 |
|
|
|
255 |
|
|
Total current assets
|
|
|
5,022 |
|
|
|
5,422 |
|
|
Property and equipment, net
|
|
|
1,201 |
|
|
|
1,205 |
|
|
Intangible assets, net
|
|
|
596 |
|
|
|
628 |
|
|
Goodwill
|
|
|
5,849 |
|
|
|
5,847 |
|
|
Long-term deferred commissions
|
|
|
20 |
|
|
|
26 |
|
|
Other long-term assets
|
|
|
96 |
|
|
|
105 |
|
|
Total assets
|
|
$ |
12,784 |
|
|
$ |
13,233 |
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
184 |
|
|
$ |
213 |
|
|
Accrued compensation and benefits
|
|
|
283 |
|
|
|
398 |
|
|
Deferred revenue
|
|
|
2,901 |
|
|
|
3,109 |
|
|
Current portion of long-term debt
|
|
|
348 |
|
|
|
350 |
|
|
Other current liabilities
|
|
|
348 |
|
|
|
383 |
|
|
Total current liabilities
|
|
|
4,064 |
|
|
|
4,453 |
|
|
Long-term debt
|
|
|
1,741 |
|
|
|
1,746 |
|
|
Long-term deferred revenue
|
|
|
518 |
|
|
|
555 |
|
|
Long-term deferred tax liabilities
|
|
|
335 |
|
|
|
308 |
|
|
Long-term income taxes payable
|
|
|
136 |
|
|
|
134 |
|
|
Other long-term obligations
|
|
|
94 |
|
|
|
102 |
|
|
Total liabilities
|
|
|
6,888 |
|
|
|
7,298 |
|
|
Total stockholders' equity
|
|
|
5,896 |
|
|
|
5,935 |
|
|
Total liabilities and stockholders' equity
|
|
$ |
12,784 |
|
|
$ |
13,233 |
|
| |
|
|
|
|
|
|
|
|
|
(1) Derived from audited consolidated financial statements.
|
|
|
|
|
|
|
|
|
SYMANTEC CORPORATION
Condensed Consolidated Statements of Income
(In millions, except per share data, unaudited)
|
|
|
|
|
|
|
|
|
Year-Over-Year
|
|
| |
|
Three Months Ended
|
|
|
Growth Rate (1)
|
|
| |
|
|
|
|
|
|
|
Actual
|
|
|
|
|
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Content, subscription, and maintenance
|
|
$ |
1,352 |
|
|
$ |
1,574 |
|
|
|
-14 |
% |
|
|
-8 |
% |
|
License
|
|
|
147 |
|
|
|
161 |
|
|
|
-9 |
% |
|
|
0 |
% |
|
Total net revenue
|
|
|
1,499 |
|
|
|
1,735 |
|
|
|
-14 |
% |
|
|
-7 |
% |
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Content, subscription, and maintenance
|
|
|
219 |
|
|
|
269 |
|
|
|
|
|
|
|
|
|
|
License
|
|
|
22 |
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets
|
|
|
13 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
|
254 |
|
|
|
309 |
|
|
|
-18 |
% |
|
|
-13 |
% |
|
Gross profit
|
|
|
1,245 |
|
|
|
1,426 |
|
|
|
-13 |
% |
|
|
-6 |
% |
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
521 |
|
|
|
644 |
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
284 |
|
|
|
308 |
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
96 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets
|
|
|
19 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
Restructuring, separation, and transition
|
|
|
124 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
1,044 |
|
|
|
1,104 |
|
|
|
-5 |
% |
|
|
-2 |
% |
|
Operating income
|
|
|
201 |
|
|
|
322 |
|
|
|
-38 |
% |
|
|
-18 |
% |
|
Interest income
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(20 |
) |
|
|
(21 |
) |
|
|
|
|
|
|
|
|
|
Other (expense) income, net
|
|
|
(11 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
173 |
|
|
|
305 |
|
|
|
-43 |
% |
|
|
N/A |
|
|
Provision for income taxes
|
|
|
56 |
|
|
|
69 |
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
117 |
|
|
$ |
236 |
|
|
|
-50 |
% |
|
|
N/A |
|
|
Net income per share -- basic
|
|
$ |
0.17 |
|
|
$ |
0.34 |
|
|
|
|
|
|
|
|
|
|
Net income per share -- diluted
|
|
$ |
0.17 |
|
|
$ |
0.34 |
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding -- basic
|
|
|
682 |
|
|
|
692 |
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding -- diluted
|
|
|
691 |
|
|
|
697 |
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share
|
|
$ |
0.15 |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) We have a 52/53 week fiscal accounting year. The three months ended July 3, 2015 consisted of 13 weeks, whereas the three months ended July 4, 2014 consisted of 14 weeks.
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Management refers to growth rates adjusting for currency so that the business results can be viewed without the impact of fluctuations in foreign currency exchange rates. We compare the percentage change in the results from one period to another period in order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the actual exchange rates in effect during the respective prior periods.
|
|
SYMANTEC CORPORATION
Condensed Consolidated Statements of Cash Flows
(Dollars in millions, unaudited)
| |
|
|
|
| |
|
|
|
|
|
|
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net income
|
|
$ |
117 |
|
|
$ |
236 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
70 |
|
|
|
74 |
|
|
Amortization of intangible assets
|
|
|
32 |
|
|
|
42 |
|
|
Amortization of debt issuance costs and discounts
|
|
|
1 |
|
|
|
1 |
|
|
Stock-based compensation expense
|
|
|
53 |
|
|
|
43 |
|
|
Deferred income taxes
|
|
|
31 |
|
|
|
20 |
|
|
Excess income tax benefit from the exercise of stock options
|
|
|
(5 |
) |
|
|
(3 |
) |
|
Other
|
|
|
4 |
|
|
|
1 |
|
|
Net change in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable, net
|
|
|
391 |
|
|
|
308 |
|
|
Deferred commissions
|
|
|
22 |
|
|
|
- |
|
|
Accounts payable
|
|
|
(18 |
) |
|
|
(57 |
) |
|
Accrued compensation and benefits
|
|
|
(115 |
) |
|
|
(34 |
) |
|
Deferred revenue
|
|
|
(249 |
) |
|
|
(185 |
) |
|
Income taxes payable
|
|
|
(26 |
) |
|
|
(148 |
) |
|
Other assets
|
|
|
- |
|
|
|
17 |
|
|
Other liabilities
|
|
|
(8 |
) |
|
|
(22 |
) |
|
Net cash provided by operating activities
|
|
|
300 |
|
|
|
293 |
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(78 |
) |
|
|
(92 |
) |
|
Payments for acquisitions, net of cash acquired
|
|
|
- |
|
|
|
(19 |
) |
|
Purchases of short-term investments
|
|
|
(183 |
) |
|
|
(712 |
) |
|
Proceeds from maturities of short-term investments
|
|
|
222 |
|
|
|
77 |
|
|
Proceeds from sales of short-term investments
|
|
|
76 |
|
|
|
22 |
|
|
Net cash provided by (used in) investing activities
|
|
|
37 |
|
|
|
(724 |
) |
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Repayments of debt and other obligations
|
|
|
(17 |
) |
|
|
(18 |
) |
|
Net proceeds from sales of common stock under employee stock benefit plans
|
|
|
4 |
|
|
|
23 |
|
|
Excess income tax benefit from the exercise of stock options
|
|
|
5 |
|
|
|
3 |
|
|
Tax payments related to restricted stock units
|
|
|
(33 |
) |
|
|
(29 |
) |
|
Dividends and dividend equivalents paid
|
|
|
(107 |
) |
|
|
(104 |
) |
|
Repurchases of common stock
|
|
|
(90 |
) |
|
|
(125 |
) |
|
Proceeds from other financing, net
|
|
|
- |
|
|
|
34 |
|
|
Net cash used in financing activities
|
|
|
(238 |
) |
|
|
(216 |
) |
|
Effect of exchange rate fluctuations on cash and cash equivalents
|
|
|
8 |
|
|
|
7 |
|
|
Change in cash and cash equivalents
|
|
|
107 |
|
|
|
(640 |
) |
|
Beginning cash and cash equivalents
|
|
|
2,874 |
|
|
|
3,707 |
|
|
Ending cash and cash equivalents
|
|
$ |
2,981 |
|
|
$ |
3,067 |
|
|
SYMANTEC CORPORATION
|
|
|
Reconciliation of Selected GAAP Measures to Non-GAAP Measures (1)
|
|
|
(In millions, except per share data, unaudited)
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-Over-Year
|
| |
|
Three Months Ended |
|
|
Non-GAAP Growth Rate (2) |
| |
|
July 3, 2015
|
|
|
July 4, 2014
|
|
|
|
|
|
Constant
|
|
| |
|
GAAP
|
|
|
Adj
|
|
|
Non-GAAP
|
|
|
GAAP
|
|
|
Adj
|
|
|
Non-GAAP
|
|
|
Actual
|
|
|
Currency (3)
|
|
|
Net revenue
|
|
$ |
1,499 |
|
|
$ |
- |
|
|
$ |
1,499 |
|
|
$ |
1,735 |
|
|
$ |
- |
|
|
$ |
1,735 |
|
|
|
-14 |
% |
|
|
-7 |
% |
|
Gross profit:
|
|
$ |
1,245 |
|
|
$ |
18 |
|
|
$ |
1,263 |
|
|
$ |
1,426 |
|
|
$ |
19 |
|
|
$ |
1,445 |
|
|
|
-13 |
% |
|
|
-6 |
% |
|
Stock-based compensation
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin %
|
|
|
83.1 |
% |
|
|
1.2 |
% |
|
|
84.3 |
% |
|
|
82.2 |
% |
|
|
1.1 |
% |
|
|
83.3 |
% |
|
100 bps
|
|
120 bps
|
|
Operating expenses:
|
|
$ |
1,044 |
|
|
$ |
191 |
|
|
$ |
853 |
|
|
$ |
1,104 |
|
|
$ |
86 |
|
|
$ |
1,018 |
|
|
|
-16 |
% |
|
|
-13 |
% |
|
Stock-based compensation
|
|
|
|
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring, separation, and transition
|
|
|
|
|
|
|
124 |
|
|
|
|
|
|
|
|
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses as a % of revenue
|
|
|
69.6 |
% |
|
|
-12.7 |
% |
|
|
56.9 |
% |
|
|
63.6 |
% |
|
|
-4.9 |
% |
|
|
58.7 |
% |
|
-180 bps
|
|
-360 bps
|
|
Operating income
|
|
$ |
201 |
|
|
$ |
209 |
|
|
$ |
410 |
|
|
$ |
322 |
|
|
$ |
105 |
|
|
$ |
427 |
|
|
|
-4 |
% |
|
|
11 |
% |
|
Operating margin %
|
|
|
13.4 |
% |
|
|
14.0 |
% |
|
|
27.4 |
% |
|
|
18.6 |
% |
|
|
6.0 |
% |
|
|
24.6 |
% |
|
280 bps
|
|
480 bps
|
|
Net income:
|
|
$ |
117 |
|
|
$ |
158 |
|
|
$ |
275 |
|
|
$ |
236 |
|
|
$ |
77 |
|
|
$ |
313 |
|
|
|
-12 |
% |
|
|
N/A |
|
|
Gross profit adjustment
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense adjustment
|
|
|
|
|
|
|
191 |
|
|
|
|
|
|
|
|
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax effect on above items
|
|
|
|
|
|
|
(51 |
) |
|
|
|
|
|
|
|
|
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share
|
|
$ |
0.17 |
|
|
$ |
0.23 |
|
|
$ |
0.40 |
|
|
$ |
0.34 |
|
|
$ |
0.11 |
|
|
$ |
0.45 |
|
|
|
-11 |
% |
|
|
N/A |
|
|
Diluted weighted-average shares outstanding
|
|
|
691 |
|
|
|
- |
|
|
|
691 |
|
|
|
697 |
|
|
|
- |
|
|
|
697 |
|
|
|
-1 |
% |
|
|
N/A |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) This presentation includes non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these non-GAAP measures, please see Appendix A.
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) We have a 52/53 week fiscal accounting year. The three months ended July 3, 2015 consisted of 13 weeks, whereas the three months ended July 4, 2014 consisted of 14 weeks.
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) Management refers to growth rates adjusting for currency so that the business results can be viewed without the impact of fluctuations in foreign currency exchange rates. We compare the percentage change in the results from one period to another period in order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the actual exchange rates in effect during the respective prior periods.
|
|
|
SYMANTEC CORPORATION
|
|
Revenue and Deferred Revenue Detail (1)
|
|
(Dollars in millions, unaudited)
|
| |
|
|
|
|
|
|
| |
|
Three Months Ended
|
|
| |
|
July 3, 2015
|
|
|
July 4, 2014
|
|
|
GAAP Revenue
|
|
|
|
|
|
|
|
Content, subscription, and maintenance
|
|
$ |
1,352 |
|
|
$ |
1,574 |
|
|
License
|
|
|
147 |
|
|
|
161 |
|
|
Total Revenue
|
|
$ |
1,499 |
|
|
$ |
1,735 |
|
|
GAAP Revenue - Y/Y Growth Rate
|
|
|
|
|
|
|
|
|
|
Content, subscription, and maintenance
|
|
|
-14 |
% |
|
|
4 |
% |
|
License
|
|
|
-9 |
% |
|
|
-15 |
% |
|
Total Y/Y Growth Rate
|
|
|
-14 |
% |
|
|
2 |
% |
|
GAAP Revenue - Y/Y Growth Rate in Constant Currency (2)
|
|
|
|
|
|
|
|
|
|
Content, subscription, and maintenance
|
|
|
-8 |
% |
|
|
2 |
% |
|
License
|
|
|
0 |
% |
|
|
-16 |
% |
|
Total Y/Y Growth Rate in Constant Currency (2)
|
|
|
-7 |
% |
|
|
0 |
% |
|
GAAP Revenue by Segment
|
|
|
|
|
|
|
|
|
|
Consumer Security
|
|
$ |
430 |
|
|
$ |
533 |
|
|
Enterprise Security
|
|
|
482 |
|
|
|
552 |
|
|
Information Management
|
|
|
587 |
|
|
|
650 |
|
|
GAAP Revenue by Segment - Y/Y Growth Rate
|
|
|
|
|
|
|
|
|
|
Consumer Security
|
|
|
-19 |
% |
|
|
2 |
% |
|
Enterprise Security
|
|
|
-13 |
% |
|
|
1 |
% |
|
Information Management
|
|
|
-10 |
% |
|
|
1 |
% |
|
GAAP Revenue by Segment - Y/Y Growth Rate in Constant Currency (2)
|
|
|
|
|
|
|
|
|
|
Consumer Security
|
|
|
-13 |
% |
|
|
1 |
% |
|
Enterprise Security
|
|
|
-6 |
% |
|
|
0 |
% |
|
Information Management
|
|
|
-3 |
% |
|
|
0 |
% |
|
GAAP Revenue by Geography
|
|
|
|
|
|
|
|
|
|
International
|
|
$ |
732 |
|
|
$ |
903 |
|
|
U.S.
|
|
|
767 |
|
|
|
832 |
|
|
Americas (U.S., Latin America, Canada)
|
|
|
855 |
|
|
|
940 |
|
|
EMEA
|
|
|
391 |
|
|
|
495 |
|
|
Asia Pacific & Japan
|
|
|
253 |
|
|
|
300 |
|
|
GAAP Revenue by Geography - Y/Y Growth Rate
|
|
|
|
|
|
|
|
|
|
International
|
|
|
-19 |
% |
|
|
3 |
% |
|
U.S.
|
|
|
-8 |
% |
|
|
0 |
% |
|
Americas (U.S., Latin America, Canada)
|
|
|
-9 |
% |
|
|
1 |
% |
|
EMEA
|
|
|
-21 |
% |
|
|
5 |
% |
|
Asia Pacific & Japan
|
|
|
-16 |
% |
|
|
-2 |
% |
|
GAAP Revenue by Geography - Y/Y Growth Rate in Constant Currency (2)
|
|
|
|
|
|
|
|
|
|
International
|
|
|
-6 |
% |
|
|
0 |
% |
|
U.S.
|
|
|
-8 |
% |
|
|
0 |
% |
|
Americas (U.S., Latin America, Canada)
|
|
|
-9 |
% |
|
|
1 |
% |
|
EMEA
|
|
|
-3 |
% |
|
|
0 |
% |
|
Asia Pacific & Japan
|
|
|
-6 |
% |
|
|
-1 |
% |
|
GAAP Deferred Revenue
|
|
$ |
3,419 |
|
|
$ |
3,713 |
|
|
GAAP Deferred Revenue - Y/Y Growth Rate
|
|
|
-8 |
% |
|
|
-4 |
% |
|
GAAP Deferred Revenue - Y/Y Growth Rate in Constant Currency (2)
|
|
|
-1 |
% |
|
|
-6 |
% |
| |
|
|
|
|
|
|
|
|
|
(1) We have a 52/53 week fiscal accounting year. The three months ended July 3, 2015 consisted of 13 weeks, whereas the three months ended July 4, 2014 consisted of 14 weeks.
|
| |
|
|
|
|
|
|
|
|
|
(2) Management refers to growth rates adjusting for currency so that the business results can be viewed without the impact of fluctuations in foreign currency exchange rates. We compare the percentage change in the results from one period to another period in order to provide a framework for assessing how our underlying businesses performed. To exclude the effects of foreign currency rate fluctuations, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the actual exchange rates in effect during the respective prior periods (or, in the case of deferred revenue, converted into United States dollars at the actual exchange rate in effect at the end of the prior period).
|
|
SYMANTEC CORPORATION
|
|
Operating Margin by Segment Detail (1)
|
|
(Dollars in millions, unaudited)
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
Three Months Ended
|
|
| |
|
July 3, 2015
|
|
|
July 4, 2014
|
|
|
Operating Income by Segment
|
|
|
|
|
|
|
|
Consumer Security
|
|
$ |
245 |
|
|
$ |
268 |
|
|
Enterprise Security
|
|
|
30 |
|
|
|
70 |
|
|
Information Management
|
|
|
135 |
|
|
|
89 |
|
|
Total Operating Income by Segment
|
|
|
410 |
|
|
|
427 |
|
|
Reconciling Items:
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
53 |
|
|
|
43 |
|
|
Amortization of intangible assets
|
|
|
32 |
|
|
|
42 |
|
|
Restructuring, separation, and transition
|
|
|
124 |
|
|
|
20 |
|
|
Total Consolidated Operating Income
|
|
$ |
201 |
|
|
$ |
322 |
|
|
Operating Margin by Segment
|
|
|
|
|
|
|
|
|
|
Consumer Security
|
|
|
57 |
% |
|
|
50 |
% |
|
Enterprise Security
|
|
|
6 |
% |
|
|
13 |
% |
|
Information Management
|
|
|
23 |
% |
|
|
14 |
% |
| |
|
|
|
|
|
|
|
|
|
(1) This presentation includes non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these non-GAAP measures, please see Appendix A.
|
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SYMANTEC CORPORATION
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Guidance and Reconciliation of GAAP to Non-GAAP Operating Margin and Earnings Per Share (1)
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(Dollars in millions, except per share data, unaudited)
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Fiscal Year 2016
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Year Ended April 1, 2016
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Year-Over-Year Growth Rate (2) (3)
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Revenue Guidance
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Range
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Actual
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Constant Currency (4) (5)
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Revenue range
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$6,210 - $6,350 |
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(5.0)% - (2.9)% |
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0.0% - 2.3% |
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Year Ended April 1, 2016
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Year-Over-Year Increase (Decrease) (2)
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Operating Margin Guidance and Reconciliation
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Range
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Actual
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Constant Currency (4) (5)
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GAAP operating margin
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14.5% - 15.5% |
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(320) bps - (220) bps
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(108) bps - (8) bps
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Add back:
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Stock-based compensation
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4.6% |
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Other non-GAAP adjustments
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9.9% |
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Non-GAAP operating margin
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29.0% - 30.0% |
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170 bps - 270 bps
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330 bps - 430 bps
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Year Ended April 1, 2016
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Year-Over-Year Growth Rate (2)
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Earnings Per Share Guidance and Reconciliation
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Range
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Actual
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GAAP diluted earnings per share range
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$0.86 - $0.96 |
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(31.7)% - (23.8)% |
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Add back:
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Stock-based compensation, net of taxes
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$0.30 |
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Other non-GAAP adjustments, net of taxes
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$0.64 |
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Non-GAAP diluted earnings per share range
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$1.80 - $1.90 |
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(4.3)% - 1.1% |
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Second Quarter Fiscal Year 2016
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Three Months Ended October 2, 2015
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Year-Over-Year Growth Rate
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| Revenue Guidance |
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Range
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Actual
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Constant Currency (4)
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Revenue range
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$1,485 - $1,525 |
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(8.2)% - (5.7)% |
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(2.5)% - 0.1% |
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Three Months Ended October 2, 2015
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Year-Over-Year Increase (Decrease)
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Operating Margin Guidance and Reconciliation
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Range
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Actual
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Constant Currency (4)
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GAAP operating margin
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13.0% - 15.0% |
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(850) bps - (650) bps
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(634) bps - (433) bps
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Add back:
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Stock-based compensation
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4.4% |
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Other non-GAAP adjustments
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8.6% |
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Non-GAAP operating margin
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26.0% - 28.0% |
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(270) bps - (70) bps
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(103) bps - 96 bps
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Three Months Ended October 2, 2015
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Year-Over-Year Growth Rate
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Earnings Per Share Guidance and Reconciliation
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Range
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Actual
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GAAP diluted earnings per share range
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$0.19 - $0.22 |
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(45.7)% - (37.1)% |
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Add back:
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Stock-based compensation, net of taxes
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$0.07 |
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Other non-GAAP adjustments, net of taxes
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$0.14 |
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Non-GAAP diluted earnings per share range
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$0.40 - $0.43 |
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(16.7)% - (10.4)% |
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(1) This presentation includes non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these non-GAAP measures, please see Appendix A.
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(2) We have a 52/53-week fiscal accounting year. The fiscal year ended April 1, 2016 consists of 52 weeks, whereas the fiscal year ended April 3, 2015 consisted of 53 weeks.
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(3) Growth rates are calculated using fiscal year 2015 non-GAAP revenue.
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(4) Management refers to growth rates adjusting for currency fluctuations in foreign currency exchange rates so that the business results can be viewed without the impact of these fluctuations. We compare the percent change of the results from one period to another period in order to provide a consistent framework for assessing how our underlying businesses performed. To exclude the effects of foreign currency rate fluctuations, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the actual exchange rates in effect during the respective prior periods.
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(5) These calculations are adjusted for the extra week in the June 2014 quarter.
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SYMANTEC CORPORATION
Explanation of Non-GAAP Measures
Appendix A
Objective of non-GAAP measures: We believe our presentation of non-GAAP financial measures, when taken together with corresponding GAAP financial measures, provides meaningful supplemental information regarding the Company’s operating performance for the reasons discussed below. Our management team uses these non-GAAP financial measures in assessing the Company’s operating results, as well as when planning, forecasting and analyzing future periods. We believe that these non-GAAP financial measures also facilitate comparisons of the Company’s performance to prior periods and to our peers and that investors benefit from an understanding of the non-GAAP financial measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP.
Stock-based compensation: Consists of expenses for employee stock options, restricted stock units, performance based awards and our employee stock purchase plan determined in accordance with the authoritative guidance on stock-based compensation. When evaluating the performance of our individual business units and developing short- and long-term plans, we do not consider stock-based compensation charges. Our management team is held accountable for cash-based compensation, but we believe that management is limited in its ability to project the impact of stock-based compensation and accordingly is not held accountable for its impact on our operating results. Although stock-based compensation is necessary to attract and retain quality employees, our consideration of stock-based compensation places its primary emphasis on overall shareholder dilution rather than the accounting charges associated with such grants. In addition, for comparability purposes, we believe it is useful to provide a non-GAAP financial measure that excludes stock-based compensation in order to better understand the long-term performance of our core business and to facilitate the comparison of our results to the results of our peer companies. Furthermore, unlike cash-based compensation, the value of stock-based compensation is determined using complex formulas that incorporate factors, such as market volatility, that are beyond our control.
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Three Months Ended
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Cost of revenue
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$ |
5 |
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$ |
6 |
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Sales and marketing
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19 |
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17 |
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Research and development
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19 |
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13 |
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General and administrative
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10 |
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7 |
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Total stock-based compensation
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$ |
53 |
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$ |
43 |
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Amortization of intangible assets: When conducting internal development of intangible assets, accounting rules require that we expense the costs as incurred. In the case of acquired businesses, however, we are required to allocate a portion of the purchase price to the accounting value assigned to intangible assets acquired and amortize this amount over the estimated useful lives of the acquired intangible assets. The acquired company, in most cases, has itself previously expensed the costs incurred to develop the acquired intangible assets, and the purchase price allocated to these assets is not necessarily reflective of the cost we would incur in developing the intangible asset. We eliminate these amortization charges from our non-GAAP operating results to provide better comparability of pre- and post-acquisition operating results and comparability to results of businesses utilizing internally developed intangible assets.
Restructuring, separation, and transition: We have engaged in various restructuring, separation, and transition activities over the past several years that have resulted in costs associated with severance, facilities, transition, and other related costs. Separation and other related costs consist of consulting and disentanglement costs incurred to separate our security and information management businesses into standalone companies, as well as costs to prune selected product lines that do not fit either the Company’s growth or margin objectives. Transition and other related costs consist of consulting charges associated with the implementation of new Enterprise Resource Planning systems. Each restructuring, separation, and transition activity has been a discrete event based on a unique set of business objectives or circumstances, and each has differed from the others in terms of its operational implementation, business impact and scope. We do not engage in restructuring, separation, or transition activities in the ordinary course of business. While our operations previously benefited from the employees and facilities covered by our various restructuring and separation charges, these employees and facilities have benefited different parts of our business in different ways, and the amount of these charges has varied significantly from period to period. We believe that it is important to understand these charges and we believe that investors benefit from excluding these charges from our operating results to facilitate a more meaningful evaluation of current operating performance and comparisons to past operating performance.
Exhibit 99.02
FOR IMMEDIATE RELEASE
| MEDIA CONTACT: |
INVESTOR CONTACT: |
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Kristen Batch
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Sean Hazlett
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Symantec Corp.
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Symantec Corp.
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650-527-5152
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650-527-6273
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kristen_batch@symantec.com
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sean_hazlett@symantec.com
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SYMANTEC ANNOUNCES SALE OF VERITAS TO THE CARLYLE GROUP
FOR $8 BILLION IN CASH
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Symantec expects to receive approximately $6.3 billion in net cash proceeds
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Raises stock repurchase program to $2.6 billion and maintains dividend at $0.15
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MOUNTAIN VIEW, Calif. — August 11, 2015 — Symantec Corp. (NASDAQ: SYMC) today announced that it has entered into a definitive agreement to sell its information management business, known as Veritas, to an investor group led by The Carlyle Group together with GIC, Singapore’s sovereign wealth fund, and other expected co-investors for $8 billion in cash. The transaction, which was unanimously approved by Symantec's Board of Directors, is expected to close by January 1, 2016.
Upon closing of the transaction, Symantec expects to receive approximately $6.3 billion in net cash proceeds, subject to certain customary post-closing adjustments. Symantec will take a comprehensive and disciplined approach to capital deployment focused on both returning capital to shareholders and investing in the business. The Symantec Board has authorized a $1.5 billion increase to its existing share repurchase program, bringing the total to $2.6 billion, with $2 billion expected to be returned to shareholders over the 18 month period following the close of the transaction. The Board has also determined that Symantec will maintain its quarterly cash dividend of $0.15 per common share, which represents an overall increase to the company’s dividend payout ratio post-separation. Between its dividend and share repurchases, Symantec expects to return about 120% of its after-tax domestic cash proceeds from the sale to its shareholders.
Michael A. Brown, Symantec president and CEO, said, “This transaction strengthens our financial foundation, paving the way for Symantec to grow its security business and increase its lead as the world’s largest cybersecurity company. We believe the agreement with the investors, including The Carlyle Group and GIC, delivers an attractive and certain value for the Veritas business, and is in the best interests of all stakeholders.”
The Symantec Board of Directors explored a variety of strategic alternatives to maximize the value of Veritas. In reaching the conclusion that the sale agreement is in the best interest of Symantec shareholders, the Symantec Board considered, among other things, that:
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The transaction delivers and generates the best value of the Veritas business for Symantec shareholders and delivers certainty in the valuation of a standalone Veritas.
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The all-cash transaction provides Symantec with significant proceeds to continue organic and inorganic investments in the rapidly growing market for security products and services, and to support its capital return initiatives through the purchase of common stock and its dividend. Symantec has returned more than $10 billion to shareholders in the past ten years and remains committed to returning significant cash to shareholders.
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The increased certainty of a sale simplifies the separation process for Veritas customers, partners and employees.
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John Gannon, Symantec Executive Vice President and Veritas General Manager, said, “Since the Board first announced the separation of Veritas, we have been preparing the company to operate independently and evolving our business strategy, while continuing to deliver industry-leading solutions to our customers. We are thrilled to partner with The Carlyle Group and GIC, which have a strong track record of successfully growing businesses and share our dedication to Veritas' strategy and success. Veritas will continue to provide next-generation information management solutions to serve the world’s largest and most complex environments, including multiple cloud deployments, managed services and on-premise infrastructure.”
The Carlyle Group has announced separately that Bill Coleman and Bill Krause will become CEO and Chairman, respectively, of Veritas upon closing of the transaction.
Carlyle Managing Directors Patrick McCarter and Cam Dyer said, “Veritas is a market innovator with global scale, an iconic brand, and significant growth potential. Bill Coleman is a proven leader whose strategic vision and strong execution skills will leverage Veritas' new-found position as a private, stand-alone company to grow the firm and provide customers an integrated information management solution. Our significant experience investing in software businesses, as well as our extensive experience with carve-out transactions, positions us well to support Bill and the existing management team in creating value at Veritas.”
The transaction is subject to regulatory approvals and other closing conditions. BofA Merrill Lynch, Morgan Stanley & Co. LLC, UBS Investment Bank and Jefferies have agreed to provide debt financing for the transaction.
J.P. Morgan Securities LLC is serving as financial advisor to Symantec and Fenwick & West LLP and Baker & McKenzie LLP are serving as legal counsel. BofA Merrill Lynch, Morgan Stanley & Co. LLC, and UBS Investment Bank are serving as financial advisors to Carlyle and GIC. Alston & Bird LLP, Allen & Overy, Latham & Watkins LLP, and Covington & Burling LLP represented The Carlyle Group. Ropes & Gray LLP and Sidley Austin LLP represented GIC.
Conference Call
Management will discuss the details of this transaction and its first quarter fiscal year 2016 results on a conference call scheduled for today, August 11, 2015, at 8:30 a.m. ET/5:30 a.m. PT. Interested parties may access the conference call on the Internet at http://www.symantec.com/invest. To listen to the live call, please go to the website at least 15 minutes early to register, download and install any necessary audio software. A replay and our prepared remarks will be available on the investor relations home page shortly after the call is completed. Symantec today also issued a press release regarding its first quarter fiscal year 2016 results.
About Symantec
Symantec Corporation (NASDAQ: SYMC) is an information protection expert that helps people, businesses and governments seeking the freedom to unlock the opportunities technology brings -- anytime, anywhere. Founded in April 1982, Symantec, a Fortune 500 company, operating one of the largest global data-intelligence networks, has provided leading security, backup and availability solutions for where vital information is stored, accessed and shared. The company's more than 19,000 employees reside in more than 45 countries. Ninety-nine percent of Fortune 500 companies are Symantec customers. In fiscal 2015, it recorded revenues of $6.5 billion. To learn more go to www.symantec.com or connect with Symantec at: http://www.symantec.com/social/
Symantec and the Symantec Logo are trademarks or registered trademarks of Symantec Corporation or its affiliates in the U.S. and other countries. Other names may be trademarks of their respective owners.
About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global alternative asset manager with $193 billion of assets under management across 128 funds and 159 fund of funds vehicles as of June 30, 2015. Carlyle’s purpose is to invest wisely and create value on behalf of its investors, many of whom are public pensions. Carlyle invests across four segments – Corporate Private Equity, Real Assets, Global Market Strategies and Investment Solutions – in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, real estate, technology & business services, telecommunications & media and transportation. The Carlyle Group employs more than 1,700 people in 35 offices across six continents. www.carlyle.com
About GIC
GIC is a leading global investment firm that is uniquely positioned for long-term and flexible investments across a wide range of asset classes, including public equities, fixed income, real estate, and private equity. Established in 1981, the firm manages Singapore's foreign reserves. In private equity, GIC invests through funds as well as directly in companies, partnering with its fund managers and management teams to help world class businesses achieve their objectives. GIC employs more than 1,200 people across offices in Singapore, Beijing, London, Mumbai, New York, San Francisco, São Paulo, Seoul, Shanghai, and Tokyo. For more information, please visit www.gic.com.sg.
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Forward-Looking Statements
This press release contains statements regarding the pending sale of our information management business to The Carlyle Group, which may be considered forward-looking within the meaning of the U.S. federal securities laws, including statements regarding the expected benefits to be realized as a result of the sale; statements with respect to our anticipated proceeds from the sale and our expected use of such proceeds; statements with respect to our continuation of our current dividend; and statements with respect to the proposed timing of the closing of the sale. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from results expressed or implied in this press release. Such risk factors include those related to: receiving all regulatory approvals, satisfying all closing conditions and consummating the pending transaction; separation of the company into the security business and the information management business; general economic conditions; maintaining customer and partner relationships; fluctuations in tax rates and currency exchange rates; the timing and market acceptance of new product releases and upgrades; the successful development of new products, and the degree to which these products and businesses gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this press release. We assume no obligation, and do not intend, to update these forward-looking statements as a result of future events or developments. Additional information concerning these and other risks factors is contained in the Risk Factors section of our Form 10-K for the year ended April 3, 2015.
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