Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1
.
Description of Business and Significant Accounting Policies
Business
Symantec Corporation (“Symantec,” “we,” “us,” “our,” and the "Company” refer to Symantec Corporation and all of its subsidiaries) is a global leader in security.
Basis of presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America ("U.S.") for interim financial information and with the instructions on Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). In accordance with those rules and regulations, we have omitted certain information and notes normally provided in our annual Consolidated Financial Statements. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring items, except as otherwise noted, necessary for the fair presentation of our financial position, results of operations, and cash flows for the interim periods. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the fiscal year ended
April 1, 2016
. The results of operations for the
three months ended July 1, 2016
, are not necessarily indicative of the results expected for the entire fiscal year.
We have a 52/53-week fiscal accounting year. Unless otherwise stated, references to
three
month ended periods in this report relate to fiscal periods ended
July 1, 2016
and
July 3, 2015
. The
three months ended July 1, 2016
and
July 3, 2015
, each consisted of 13 weeks. Our
2017
fiscal year consists of
52
weeks and ends on
March 31, 2017
.
There have been no material changes in our significant accounting policies for the
three months ended July 1, 2016
, compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended
April 1, 2016
.
Recent accounting guidance not yet adopted
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, that requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and will replace most existing revenue recognition guidance in U.S. GAAP. In March, April and May 2016, the FASB issued ASU No. 2016-08, Revenue From Contracts With Customers: Principal vs. Agent Considerations, ASU No. 2016-10, Revenue From Contracts with Customers: Identifying Performance Obligations and Licensing, and ASU No. 2016-12, Revenue From Contracts with Customers: Narrow-Scope Improvements and Practical Expedients, to provide supplemental adoption guidance and clarification to ASU No. 2014-09. The new standard will be effective for the Company for the fiscal year beginning on March 31, 2018. The updated standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the impact of the adoption of the new revenue guidance on our Consolidated Financial Statements. By the end of fiscal 2017, we expect to determine an adoption method and have a preliminary qualitative assessment of the effect that the standard will have on our Consolidated Financial Statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The update to the standard is effective for the Company for the fiscal year beginning March 31, 2018, with early adoption permitted under limited circumstances. The Company is currently evaluating the effect the standard will have on its Consolidated Financial Statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard requires lessees to recognize a right-of-use asset and a lease liability for all operating leases, except those with a term of 12 months or less. The liability will initially be equal to the present value of lease payments, and the asset will be based upon the liability. The standard is effective for the Company for the fiscal year beginning March 30, 2019, with early adoption permitted. Adoption of the standard will result in a gross up of our Consolidated Balance Sheet for the right-of-use asset and the lease liability for operating leases. It is not expected that adoption of the standard will have a material impact to our operating results.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Accounting. The amendments will require companies to recognize the income tax effects of awards in the income statement when the awards vest or are settled. The guidance requires companies to present excess tax benefits as an operating activity and cash paid to a taxing authority to satisfy statutory withholding as a financing activity on the statement of
cash flows. The guidance will also allow entities to make an alternative policy election to account for forfeitures as they occur. The guidance is effective for the Company for the fiscal year beginning April 1, 2017. The Company believes the most significant impacts of the new guidance will be the added volatility to the Company’s effective tax rate from the change in accounting for income taxes and on its classification of excess tax benefits on the Consolidated Statements of Cash Flows. The impact of this ASU on future periods is dependent on our stock price at the time the awards vest and the number of awards that vest.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The new guidance changes the impairment model for most financial assets and certain other instruments. For trade receivables and other instruments, the Company will be required to use a new forward-looking “expected loss” model. Additionally, for available-for-sale debt securities with unrealized losses, the Company will measure credit losses in a manner similar to what it does today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The standard will be effective for the Company for the fiscal year beginning April 4, 2020. The Company is currently evaluating the effect the standard will have on its Consolidated Financial Statements.
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 participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
|
|
•
|
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
|
•
|
Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
|
•
|
Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
Assets measured and recorded at fair value on a recurring basis
Cash equivalents
. Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value.
Short-term investments
. Short-term investments consist of investment securities with original maturities greater than three months and marketable equity securities. Investment securities are priced using inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the fair value of these assets. Marketable equity securities are recorded at fair value using quoted prices in active markets for identical assets.
The following table summarizes our assets measured at fair value on a recurring basis, by level, within the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1, 2016
|
|
April 1, 2016
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Short-term Investments
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Short-term Investments
|
|
(Dollars in millions)
|
Cash
|
$
|
827
|
|
|
$
|
827
|
|
|
$
|
—
|
|
|
$
|
1,072
|
|
|
$
|
1,072
|
|
|
$
|
—
|
|
Non-negotiable certificates of deposit
|
145
|
|
|
144
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Level 1
|
|
|
|
|
|
|
|
|
|
|
|
Money market
|
2,133
|
|
|
2,133
|
|
|
—
|
|
|
2,905
|
|
|
2,905
|
|
|
—
|
|
U.S. government securities
|
455
|
|
|
455
|
|
|
—
|
|
|
335
|
|
|
310
|
|
|
25
|
|
Marketable equity securities
|
9
|
|
|
—
|
|
|
9
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|
2,597
|
|
|
2,588
|
|
|
9
|
|
|
3,251
|
|
|
3,215
|
|
|
36
|
|
Level 2
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
181
|
|
|
181
|
|
|
—
|
|
|
45
|
|
|
43
|
|
|
2
|
|
U.S. agency securities
|
871
|
|
|
871
|
|
|
—
|
|
|
526
|
|
|
523
|
|
|
3
|
|
Commercial paper
|
1,484
|
|
|
1,484
|
|
|
—
|
|
|
1,121
|
|
|
1,121
|
|
|
—
|
|
Negotiable certificates of deposit
|
13
|
|
|
13
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
2,549
|
|
|
2,549
|
|
|
—
|
|
|
1,701
|
|
|
1,696
|
|
|
5
|
|
Total
|
$
|
6,118
|
|
|
$
|
6,108
|
|
|
$
|
10
|
|
|
$
|
6,025
|
|
|
$
|
5,983
|
|
|
$
|
42
|
|
There were
no
transfers between fair value measurements levels during the
three months ended July 1, 2016
.
Fair value of debt
As of
July 1, 2016
and
April 1, 2016
, the total fair value of our debt was
$3.3 billion
and
$2.3 billion
, respectively, based on Level 2 inputs.
Note 3
.
Discontinued Operations
On January 29, 2016, we completed the sale of our former information management business ("Veritas") to The Carlyle Group and received net consideration of
$6.6 billion
in cash excluding transaction costs and
40 million
B common shares of Veritas, and Veritas assumed certain liabilities in connection with the acquisition. The results of Veritas are presented as discontinued operations in our Condensed Consolidated Statements of
Income
and thus have been excluded from continuing operations and segment results for all reported periods.
In connection with the divestiture of Veritas, the Company and Veritas entered into Transition Service Agreements ("TSA") pursuant to which the Company provides Veritas certain limited services including financial support services, information technology services, and access to facilities, and Veritas provides the Company certain limited financial support services. The TSAs commenced with the close of the transaction and expire at various dates through fiscal 2019. During the
three months ended July 1, 2016
, the Company recorded income of approximately
$9 million
for all services provided to Veritas, which is presented as part of other income, net in the Condensed Consolidated Statements of
Income
.
The Company also has retained various customer relationships and contracts that were reported historically as a part of the Veritas business. Approximately
$243 million
related to these relationships and contracts have been reported as part of the Company's deferred revenue in the Condensed Consolidated Balance Sheet as of
July 1, 2016
, along with a
$111 million
asset representing the service and maintenance rights the Company has under an agreement with Veritas. These balances will be amortized to discontinued operations through the remaining term of the underlying contracts.
The
following table presents information regarding certain components of income from discontinued operations, net of income taxes:
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|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 1, 2016
|
|
July 3, 2015
|
|
|
|
(Dollars in millions)
|
Net revenues
|
|
|
$
|
72
|
|
|
$
|
587
|
|
Cost of revenues
|
|
|
(3
|
)
|
|
(96
|
)
|
Operating expenses
|
|
|
(24
|
)
|
|
(373
|
)
|
Gain on sale of Veritas
|
|
|
38
|
|
|
—
|
|
Other income (expense), net
|
|
|
2
|
|
|
(5
|
)
|
Income from discontinued operations before income taxes
|
|
|
85
|
|
|
113
|
|
Provision for income taxes
|
|
|
16
|
|
|
21
|
|
Income from discontinued operations, net of income taxes
|
|
|
$
|
69
|
|
|
$
|
92
|
|
During the
three months ended July 1, 2016
, the Company received an additional payment of
$38 million
, which represented a purchase price adjustment for the sale of Veritas.
Note 4
.
Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill are as follows:
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|
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|
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|
|
|
|
|
|
|
|
|
Consumer Security
|
|
Enterprise Security
|
|
Total
|
|
|
|
(Dollars in millions)
|
Net balance as of April 1, 2016
|
|
|
$
|
1,231
|
|
|
$
|
1,917
|
|
|
$
|
3,148
|
|
Translation adjustments
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
Net balance as of July 1, 2016
|
|
|
$
|
1,231
|
|
|
$
|
1,915
|
|
|
$
|
3,146
|
|
Intangible assets, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1, 2016
|
|
April 1, 2016
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
(Dollars in millions)
|
Customer relationships
|
$
|
409
|
|
|
$
|
(335
|
)
|
|
$
|
74
|
|
|
$
|
406
|
|
|
$
|
(320
|
)
|
|
$
|
86
|
|
Developed technology
|
144
|
|
|
(90
|
)
|
|
54
|
|
|
144
|
|
|
(84
|
)
|
|
60
|
|
Finite-lived trade names
|
14
|
|
|
(2
|
)
|
|
12
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
Patents
|
21
|
|
|
(19
|
)
|
|
2
|
|
|
21
|
|
|
(18
|
)
|
|
3
|
|
Total finite-lived intangible assets
|
588
|
|
|
(446
|
)
|
|
142
|
|
|
573
|
|
|
(424
|
)
|
|
149
|
|
Indefinite-lived trade names
|
281
|
|
|
—
|
|
|
281
|
|
|
294
|
|
|
—
|
|
|
294
|
|
Total
|
$
|
869
|
|
|
$
|
(446
|
)
|
|
$
|
423
|
|
|
$
|
867
|
|
|
$
|
(424
|
)
|
|
$
|
443
|
|
As of
July 1, 2016
, future amortization expense related to intangible assets that have finite lives is as follows by fiscal year:
|
|
|
|
|
|
July 1, 2016
|
|
(Dollars in millions)
|
Remainder of 2017
|
$
|
51
|
|
2018
|
54
|
|
2019
|
27
|
|
2020
|
7
|
|
2021
|
3
|
|
Total
|
$
|
142
|
|
Note 5
.
Debt
The following table summarizes components of our debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1, 2016
|
|
April 1, 2016
|
|
Amount
|
|
Effective
Interest Rate
|
|
Amount
|
|
Effective
Interest Rate
|
|
(Dollars in millions)
|
2.75% Senior Notes due June 15, 2017
|
$
|
600
|
|
|
2.79
|
%
|
|
$
|
600
|
|
|
2.79
|
%
|
Senior Term Facility due May 10, 2019
|
1,000
|
|
|
LIBOR plus
(1)
|
|
|
—
|
|
|
—
|
%
|
4.20% Senior Notes due September 15, 2020
|
750
|
|
|
4.25
|
%
|
|
750
|
|
|
4.25
|
%
|
2.50% Convertible Senior Notes due April 1, 2021
|
500
|
|
|
3.76
|
%
|
|
500
|
|
|
3.76
|
%
|
3.95% Senior Notes due June 15, 2022
|
400
|
|
|
4.05
|
%
|
|
400
|
|
|
4.05
|
%
|
Total principal amount
|
3,250
|
|
|
|
|
2,250
|
|
|
|
Less: Unamortized discount and issuance costs
|
(46
|
)
|
|
|
|
(43
|
)
|
|
|
Total debt
|
3,204
|
|
|
|
|
2,207
|
|
|
|
Less: Current portion, net of issuance costs
|
(599
|
)
|
|
|
|
—
|
|
|
|
Total long-term debt
|
$
|
2,605
|
|
|
|
|
$
|
2,207
|
|
|
|
(1)
See revolving credit facility below for details related to the interest on borrowings.
Revolving credit facility
On May 10, 2016, we terminated our existing
$1.0 billion
senior revolving credit facility and entered into a new
$2.0 billion
senior unsecured credit facility. The new agreement provides for a
3
-year term loan facility in an aggregate amount of
$1.0 billion
(the “Term Facility”), which is set to expire on May 10, 2019, and a
5
-year revolving credit facility in an aggregate principal amount not to exceed
$1.0 billion
(the “Revolving Facility”), which is set to expire on May 10, 2021. We may, with the approval of the lenders, extend the maturity date of the Revolving Facility up to a maximum of
2
years. There were
no
borrowings outstanding under the old credit agreement at the time it was terminated. The proceeds of the new credit agreement may be used for general corporate purposes, acquisitions, and stock repurchases under Company-approved stock repurchase programs.
Borrowings under the new credit agreement bear interest based on (i) the greater of the bank’s Prime Rate, the Federal Funds Rate, or the London Interbank Offered Rate (“LIBOR”) plus a margin based on the Company’s debt ratings or (ii) in the case of Eurodollar borrowings, on adjusted LIBOR plus a margin as defined in the credit agreement. The Company is obliged to pay commitment fees at a rate based on the Company's debt ratings as determined by S&P Global Ratings and Moody's Investors Service, Inc. Interest and commitment fees are payable in arrears quarterly. The new credit agreement requires us to comply with certain covenants, including a maximum consolidated leverage ratio and minimum interest coverage ratio as defined in the credit agreement. At July 1, 2016, we had
$1.0 billion
outstanding under the Term Facility and
no
amounts borrowed under the Revolving Facility. As of
July 1, 2016
, the Company was in compliance with all covenants.
Note 6
. Restructuring, Separation, Transition, and Other Costs
Our restructuring, separation, transition, and other costs and liabilities consist primarily of severance, facilities, separation, transition, and other related costs. Severance costs generally include severance payments, outplacement services, health insurance coverage, and legal costs. Facilities costs generally include rent expense and lease termination costs, less estimated sublease income. Separation and other related costs include advisory, consulting and other costs incurred in connection with the separation of Veritas. Transition costs primarily consist of consulting charges associated with the implementation of new enterprise resource planning systems and costs to automate business processes. Other costs primarily consist of asset write-offs and advisory fees incurred in connection with restructuring events. Restructuring, separation, transition, and other costs are managed at the corporate level and are not allocated to our reportable segments. See
Note 8
for information regarding the reconciliation of total segment operating income to total consolidated operating income.
Fiscal 2017 Plan
We initiated a restructuring plan in the first quarter of fiscal 2017 to reduce complexity by means of long-term structural improvements. We expect to reduce headcount and close certain facilities in connection with the restructuring plan. We expect to incur total costs in connection with the plan of approximately
$230 million
to
$280 million
, of which approximately
$90 million
to
$100 million
is expected to be for severance and termination benefits,
$45 million
to
$60 million
is expected to be for contract termination and relocation costs, and the remainder is expected to be in the form of other costs, including advisory fees and asset write-offs. Non-cash expenses in connection with the plan are expected to be approximately
$50 million
. These actions are expected to be completed in fiscal 2018. As of
July 1, 2016
, liabilities for excess facility obligations at several locations around the world are expected to be paid throughout the respective lease terms, the longest of which extends through fiscal
2022
.
Fiscal 2015 Plan
In fiscal 2015, we initiated a restructuring plan primarily to align personnel with our plans to separate Veritas. These actions were substantially completed in the fourth quarter of fiscal 2016 with the sale of Veritas on January 29, 2016; however, we may experience immaterial adjustments to existing accruals for severance and benefits in subsequent periods. See
Note 3
for more information on the sale of Veritas.
Restructuring, separation, transition, and other expense summary
|
|
|
|
|
|
|
|
Three Months Ended
July 1, 2016
|
|
|
(Dollars in millions)
|
Fiscal 2017 Plan
|
|
|
Severance costs
|
|
$
|
24
|
|
Other exit and disposal costs
|
|
15
|
|
Asset write-offs
|
|
9
|
|
Fiscal 2017 Plan Total
|
|
48
|
|
Fiscal 2015 Plan Total
|
|
2
|
|
Transition and other related costs
|
|
20
|
|
Restructuring, separation, transition, and other from continuing operations
|
|
70
|
|
Restructuring, separation, transition, and other from discontinued operations
|
|
9
|
|
Total restructuring, separation, transition, and other
|
|
$
|
79
|
|
Restructuring and separation liabilities summary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2016
|
|
Costs, Net of
Adjustments
|
|
Cash
Payments
|
|
Non-Cash Charges
|
|
Balance as of July 1, 2016
|
|
Cumulative
Incurred to Date
|
|
(Dollars in millions)
|
Fiscal 2017 Plan
|
|
|
|
|
|
|
|
|
|
|
|
Severance costs
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
24
|
|
Other exit and disposal costs
|
4
|
|
|
15
|
|
|
(4
|
)
|
|
—
|
|
|
15
|
|
|
19
|
|
Asset write-offs
|
—
|
|
|
9
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
9
|
|
Fiscal 2017 Plan total
|
4
|
|
|
48
|
|
|
(12
|
)
|
|
(9
|
)
|
|
31
|
|
|
$
|
52
|
|
Fiscal 2015 Plan total
|
29
|
|
|
11
|
|
|
(27
|
)
|
|
—
|
|
|
13
|
|
|
$
|
467
|
|
Restructuring and separation plans total
|
$
|
33
|
|
|
$
|
59
|
|
|
(39
|
)
|
|
$
|
(9
|
)
|
|
$
|
44
|
|
|
|
As of
July 1, 2016
and
April 1, 2016
, the restructuring and separation liabilities are included in accounts payable, other current liabilities and other long-term obligations in our Condensed Consolidated Balance Sheets.
Note 7
.
Commitments and Contingencies
Indemnifications
In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, subsidiaries and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements or representations and warranties made by us. In addition, our bylaws contain
indemnification obligations to our directors, officers, employees and agents, and we have entered into indemnification agreements with our directors and certain of our officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our bylaws and to provide additional procedural protections. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, we have not incurred material costs as a result of obligations under these agreements and we have not accrued any liabilities related to such indemnification obligations in our Condensed Consolidated Financial Statements.
In connection with the sale of Veritas, we assigned several leases to Veritas Technologies LLC or its related subsidiaries. As a condition to consenting to the assignments, certain lessors required us to agree to indemnify the lessor under the applicable lease with respect to certain matters, including, but not limited to, losses arising out of Veritas Technologies LLC or its related subsidiaries' breach of payment obligations under the terms of the lease. As with our other indemnification obligations discussed above and in general, it is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. As with our other indemnification obligations, such indemnification agreements might not be subject to maximum loss clauses and to date, generally under our real estate obligations, we have not incurred material costs as a result of such obligations under our leases and have not accrued any liabilities related to such indemnification obligations in our Condensed Consolidated Financial Statements.
We provide limited product warranties and the majority of our software license agreements contain provisions that indemnify licensees of our software from damages and costs resulting from claims alleging that our software infringes on the intellectual property rights of a third party. Historically, payments made under these provisions have been immaterial. We monitor the conditions that are subject to indemnification to identify if a loss has occurred.
Litigation contingencies
GSA
During the first quarter of fiscal 2013, we were advised by the Commercial Litigation Branch of the Department of Justice’s Civil Division and the Civil Division of the U.S. Attorney’s Office for the District of Columbia that the government is investigating our compliance with certain provisions of our U.S. General Services Administration (“GSA”) Multiple Award Schedule Contract No. GS-35F-0240T effective January 24, 2007, including provisions relating to pricing, country of origin, accessibility, and the disclosure of commercial sales practices.
As reported on the GSA’s publicly-available database, our total sales under the GSA Schedule contract were approximately
$222 million
from the period beginning January 2007 and ending September 2012. We have fully cooperated with the government throughout its investigation and in January 2014, representatives of the government indicated that their initial analysis of our actual damages exposure from direct government sales under the GSA schedule was approximately
$145 million
; since the initial meeting, the government’s analysis of our potential damages exposure relating to direct sales has increased. The government has also indicated they are going to pursue claims for certain sales to New York, California, and Florida as well as sales to the federal government through reseller GSA Schedule contracts, which could significantly increase our potential damages exposure.
In 2012, a sealed civil lawsuit was filed against Symantec related to compliance with the GSA Schedule contract and contracts with California, Florida, and New York. On July 18, 2014, the Court-imposed seal expired, and the government intervened in the lawsuit. On September 16, 2014, the states of California and Florida intervened in the lawsuit, and the state of New York notified the Court that it would not intervene. On October 3, 2014, the Department of Justice filed an amended complaint, which did not state a specific damages amount. On October 17, 2014, California and Florida combined their claims with those of the Department of Justice and the relator on behalf of New York in an Omnibus Complaint, and a First Amended Omnibus Complaint was filed on October 8, 2015; the state claims also do not state specific damages amounts.
It is possible that the litigation could lead to claims or findings of violations of the False Claims Act, and could be material to our results of operations and cash flows for any period. Resolution of False Claims Act investigations can ultimately result in the payment of somewhere between one and three times the actual damages proven by the government, plus civil penalties in some cases, depending upon a number of factors. Our current estimate of the low end of the range of the probable estimated loss from this matter is
$25 million
, which we have accrued. This amount contemplates estimated losses from both the investigation of compliance with the terms of the GSA Schedule contract as well as possible violations of the False Claims Act. There is at least a reasonable possibility that a loss may have been incurred in excess of our accrual for this matter, however, we are currently unable to determine the high end of the range of estimated losses resulting from this matter.
EDS & NDI
On January 24, 2011, a class action lawsuit was filed against the Company and its previous e-commerce vendor Digital River, Inc.; the lawsuit alleged violations of California’s Unfair Competition Law, the California Legal Remedies Act and unjust enrichment related to prior sales of Extended Download Service (“EDS”) and Norton Download Insurance (“NDI”). On March 31, 2014, the U.S. District Court for the District of Minnesota certified a class of all people who purchased these products between January 24, 2005 and March 10, 2011. In August 2015, the parties executed a settlement agreement pursuant to which the Company would pay the plaintiffs
$30 million
, which we accrued. On October 8, 2015, the Court granted preliminary approval of the settlement, which was subsequently paid by the Company into escrow. The Court granted final approval on April 22, 2016, and entered judgment in the case. Objectors to the settlement have filed notices of appeal to the Eighth Circuit Court of Appeals, challenging the Court’s approval of the settlement.
Other
We are involved in a number of other judicial and administrative proceedings that are incidental to our business. Although adverse decisions (or settlements) may occur in one or more of the cases, it is not possible to estimate the possible loss or losses from each of these cases. The final resolution of these lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on our business, results of operations, financial condition or cash flows.
Note 8
.
Segment Information
We operate in the following
two
reporting segments, which are the same as our operating segments:
|
|
•
|
Consumer Security:
Our Consumer Security segment focuses on making it simple for customers to be productive and protected at home and at work. Our Norton-branded services provide multi-layer security and identity protection on major desktop and mobile operating systems, to defend against increasingly complex online threats to individuals, families, and small businesses.
|
|
|
•
|
Enterprise Security:
Our Enterprise Security segment protects organizations so they can securely conduct business while leveraging new platforms and data. Our Enterprise Security segment includes our threat protection products, information protection products, cyber security services, and website security services.
|
There were
no
intersegment sales for the periods presented. The following table summarizes the operating results of our reporting segments:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
July 1, 2016
|
|
July 3, 2015
|
|
(Dollars in millions)
|
Total Segments
|
|
|
|
Net revenues
|
$
|
884
|
|
|
$
|
912
|
|
Operating income
|
253
|
|
|
275
|
Consumer Security
|
|
|
|
Net revenues
|
$
|
403
|
|
|
$
|
430
|
|
Operating income
|
225
|
|
|
245
|
Enterprise Security
|
|
|
|
Net revenues
|
$
|
481
|
|
|
$
|
482
|
|
Operating income
|
28
|
|
|
30
|
|
Operating segments are based upon the nature of our business and how our business is managed. Our Chief Operating Decision Makers ("CODM") use operating segment financial information to evaluate the Company's performance and to assign resources. As of July 1, 2016, our CODM was comprised of our Interim President and Chief Operating Officer ("COO"), Chief Financial Officer, and General Counsel.
A significant portion of the segments' operating expenses and cost of revenues, to a lesser extent, arise from shared services and infrastructure that we have historically provided to the segments in order to realize economies of scale and to efficiently use resources. These expenses (collectively "corporate charges") include legal, accounting, real estate, information technology services, treasury, human resources and other corporate infrastructure expenses. Corporate charges were allocated to the segments, and the allocations were determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to or benefits received by the segments. Corporate charges previously allocated to Veritas, but not classified within discontinued operations, were not reallocated to our other segments. At the beginning of the third quarter of fiscal 2016, as Veritas became operationally separate, operating costs related to Veritas were attributed directly to Veritas which reduced our unallocated corporate charges to
zero
. These charges are presented below as a component of the reconciliation between the total
segment operating income and Symantec's income from continuing operations and are classified as unallocated corporate charges. In addition, we do not allocate stock-based compensation expense, amortization of intangible assets and restructuring, separation, transition, and other costs.
The following table provides a reconciliation of the Company's total reportable segments’ operating income from continuing operations to its consolidated operating income:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
July 1, 2016
|
|
July 3, 2015
|
|
(Dollars in millions)
|
Total segment operating income
|
$
|
253
|
|
|
$
|
275
|
|
Reconciling items:
|
|
|
|
Unallocated corporate charges
|
—
|
|
|
99
|
|
Stock-based compensation
|
49
|
|
|
35
|
|
Amortization of intangibles
|
20
|
|
|
23
|
|
Restructuring, separation, transition, and other
|
70
|
|
|
35
|
|
Acquisition costs
|
8
|
|
|
—
|
|
Total consolidated operating income from continuing operations
|
$
|
106
|
|
|
$
|
83
|
|
Note 9
.
Stockholders' Equity
Dividends
The following table summarizes dividends declared and paid for the periods presented:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
July 1, 2016
|
|
July 3, 2015
|
|
(Dollars in millions, except per share data)
|
Dividends declared and paid
|
$
|
46
|
|
|
$
|
103
|
|
Dividend equivalent rights paid
|
22
|
|
|
4
|
|
Total dividends and dividend equivalents paid
|
$
|
68
|
|
|
$
|
107
|
|
Dividends declared per common share
|
$
|
0.075
|
|
|
$
|
0.15
|
|
Our restricted stock and performance-based stock units have dividend equivalent rights entitling holders to dividend equivalents to be paid in the form of cash upon vesting for each share of the underlying unit.
On
August 4, 2016
, we declared a cash dividend of
$0.075
per share of common stock to be paid on
September 14, 2016
, to all stockholders of record as of the close of business on
August 22, 2016
.
All shares of common stock issued and outstanding, and unvested restricted stock and performance-based stock, as of the record date will be entitled to the dividend and dividend equivalents, respectively. Any future dividends and dividend equivalents will be subject to the approval of our Board of Directors (the "Board").
Stock repurchases
Through our stock repurchase programs we repurchase shares on the open market and through accelerated stock repurchase ("ASR") transactions. The following table summarizes our stock repurchases, which were all open market transactions, for the periods presented. The remaining authorization amount includes the impact of shares purchased under our ASR agreements.
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
July 1, 2016
|
|
July 3, 2015
|
|
|
(In millions, except per share data)
|
Total number of shares repurchased
|
|
—
|
|
|
4
|
|
Dollar amount of shares repurchased
|
|
$
|
—
|
|
|
$
|
90
|
|
Average price paid per share
|
|
$
|
—
|
|
|
$
|
24.39
|
|
Remaining authorization at end of period
|
|
$
|
790
|
|
|
$
|
1,068
|
|
Changes in accumulated other comprehensive income by component
Components of accumulated other comprehensive income, on a net of tax basis, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency
Translation Adjustments
|
|
Unrealized Gain On
Available-For-Sale
Securities
|
|
Total
|
|
(Dollars in millions)
|
Balance as of April 1, 2016
|
$
|
15
|
|
|
$
|
7
|
|
|
$
|
22
|
|
Other comprehensive loss before reclassifications
|
(24
|
)
|
|
(1
|
)
|
|
(25
|
)
|
Balance as of July 1, 2016
|
$
|
(9
|
)
|
|
$
|
6
|
|
|
$
|
(3
|
)
|
Note 10
.
Stock-Based Compensation
Stock-based compensation expense
The following table sets forth the stock-based compensation expense recognized in our Condensed Consolidated Statements of
Income
:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
July 1, 2016
|
|
July 3, 2015
|
|
(Dollars in millions)
|
Cost of revenues
|
$
|
3
|
|
|
$
|
2
|
|
Sales and marketing
|
14
|
|
|
11
|
|
Research and development
|
15
|
|
|
12
|
|
General and administrative
|
17
|
|
|
10
|
|
Total stock-based compensation expense
|
49
|
|
|
35
|
|
Tax benefit associated with stock-based compensation expense
|
(15
|
)
|
|
(10
|
)
|
Net stock-based compensation expense from continuing operations
|
34
|
|
|
25
|
|
Net stock-based compensation expense from discontinued operations
|
—
|
|
|
14
|
|
Net stock-based compensation expense
|
$
|
34
|
|
|
$
|
39
|
|
Restricted stock units
The following table summarizes additional information related to our stock-based compensation from restricted stock units, which are our primary equity awards:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
July 1, 2016
|
|
July 3, 2015
|
|
(In millions, except per grant data)
|
Weighted-average fair value per grant
|
$
|
17.30
|
|
|
$
|
23.92
|
|
Awards granted
|
8.5
|
|
|
10.7
|
|
Total fair value of awards vested
|
$
|
77
|
|
|
$
|
116
|
|
Total unrecognized compensation expense
|
$
|
273
|
|
|
$
|
501
|
|
Weighted-average remaining vesting period
|
2.2 years
|
|
|
2.5 years
|
|
Note 11
.
Income Taxes
The following table summarizes our effective tax rate for income from continuing operations for the periods presented:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
July 1, 2016
|
|
July 3, 2015
|
|
(Dollars in millions)
|
Income before income taxes
|
$
|
97
|
|
|
$
|
60
|
|
Provision for income taxes
|
$
|
31
|
|
|
$
|
35
|
|
Effective tax rate
|
32
|
%
|
|
58
|
%
|
Our effective tax rate for income from continuing operations for the three months ended July 1, 2016 differs from the federal statutory income tax rate primarily due to the benefits of lower-taxed international earnings, domestic manufacturing incentives and the research and development tax credit, partially offset by state income taxes. Our effective tax rate for income from continuing operations for the three months ended July 3, 2015 differs from the federal statutory income tax rate primarily due to the impact of unallocated corporate charges triggering foreign losses benefited by lower international tax rates as well as an overall reduction in pre-tax income.
For the three months ended July 1, 2016, we recorded an income tax expense on discontinued operations of
$16 million
. For the three months ended July 3, 2015, we recorded an income tax expense on discontinued operations of
$21 million
.
See Note 3 for further details regarding discontinued operations.
For the three months ended July 1, 2016 and July 3, 2015, the tax provision was reduced by tax benefits primarily resulting from settlements with certain taxing authorities and lapses of statutes of limitations of
$8 million
and
$3 million
, respectively. For the three months ended July 3, 2015, the impact of these tax benefits on our effective tax rate was offset as a result of certain transaction costs not fully deductible for tax purposes.
We are a U.S.-based multinational company subject to tax in multiple U.S. and international tax jurisdictions. A substantial portion of our international earnings were generated from subsidiaries organized in Ireland and Singapore. Our results of operations would be adversely affected to the extent that our geographical mix of income becomes more weighted toward jurisdictions with higher tax rates and would be favorably affected to the extent the relative geographic mix shifts to lower tax jurisdictions. Any change in our mix of earnings is dependent upon many factors and is therefore difficult to predict.
The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Although potential resolution of uncertain tax positions involve multiple tax periods and jurisdictions, it is reasonably possible that the gross unrecognized tax benefits related to these audits could decrease (whether by payment, release, or a combination of both) in the next
12 months
by
$6 million
,
which could reduce our income tax provision and therefore benefit the resulting effective tax rate.
We continue to monitor the progress of ongoing income tax controversies and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.
Note 12
.
Earnings Per Share
Basic and diluted earnings per share are computed on the basis of the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share also include the incremental effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include the dilutive effect of shares underlying outstanding stock options, restricted stock, employee stock purchase plan and convertible senior notes.
The components of earnings per share are as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
July 1, 2016
|
|
July 3, 2015
|
|
(In millions, except per share data)
|
Income from continuing operations
|
$
|
66
|
|
|
$
|
25
|
|
Income from discontinued operations, net of tax
|
69
|
|
|
92
|
|
Net income
|
$
|
135
|
|
|
$
|
117
|
|
Income per share - basic:
|
|
|
|
Continuing operations
|
$
|
0.11
|
|
|
$
|
0.04
|
|
Discontinued operations
|
$
|
0.11
|
|
|
$
|
0.13
|
|
Net income per share
|
$
|
0.22
|
|
|
$
|
0.17
|
|
Income per share - diluted:
|
|
|
|
Continuing operations
|
$
|
0.11
|
|
|
$
|
0.04
|
|
Discontinued operations
|
$
|
0.11
|
|
|
$
|
0.13
|
|
Net income per share
|
$
|
0.22
|
|
|
$
|
0.17
|
|
|
|
|
|
Weighted-average shares outstanding - basic
|
613
|
|
|
682
|
|
Dilutive potential shares from stock-based compensation and convertible note
|
7
|
|
|
9
|
|
Weighted-average shares outstanding - diluted
|
620
|
|
|
691
|
|
Anti-dilutive potential shares
|
2
|
|
|
—
|
|
The Company expects to settle the principal amount of the outstanding
2.50%
Convertible Senior Notes in cash, and therefore uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread on the
2.50%
Convertible Senior Notes has a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of
$16.77
per share for the
2.50%
Convertible Senior Notes.
Note 13
.
Subsequent Events
Blue Coat, Inc. merger
On June 12, 2016, we entered into a definitive agreement (the “Agreement”) to acquire Blue Coat, Inc. (“Blue Coat”), for approximately
$4.65 billion
in cash.
Blue Coat provides advanced web security solutions for global enterprises and governments. With this merger we will be positioned to introduce new cybersecurity solutions, to address the ever-evolving threat landscape, the changes introduced by the shift to mobile and cloud, and the challenges created by regulatory and privacy concerns.
The transaction closed on
August 1, 2016
(the “close date”), subsequent to our quarter ended July 1, 2016. Unless otherwise indicated, the discussions in this document relate to Symantec as a stand-alone entity and do not reflect the impact of the business combination transaction with Blue Coat.
Blue Coat merged with our newly formed acquisition subsidiary and survived as our wholly-owned subsidiary. Each outstanding share of Blue Coat common stock was cancelled and automatically converted into the right to receive cash, without interest. Blue Coat stock options outstanding at the time of the merger were converted into options to purchase Symantec’s common stock based on the option conversion ratio specified in the Agreement. Blue Coat's performance stock units and restricted stock units were converted into rights to acquire Symantec common stock, subject to the equity conversion ratio specified in the Agreement, under the same terms and conditions that were in effect immediately prior to the close date.
In order to fund a portion of the total purchase price, on the close date, the Company borrowed an aggregate amount of
$2.8 billion
under an amended and restated credit facility and a new term loan facility and issued
$1.25 billion
aggregate principal
amount of
2.0%
Convertible Unsecured Notes due 2021 (see below). As a part of the purchase price, Symantec paid off Blue Coat debt totaling approximately
$1.9 billion
which includes principal, accrued interest, prepayment premiums and other costs.
The close date of this acquisition occurred subsequent to our fiscal quarter-end, therefore the allocation of the purchase price to the underlying assets acquired and liabilities assumed is subject to a formal valuation process, which has not yet been completed. We will reflect the preliminary valuation of the net assets acquired and the operational results of Blue Coat on the close date, in our second quarter of fiscal 2017. The purchase price allocation will be finalized as soon as practicable within the measurement period, but not later than one year following the acquisition close date. We expect that the purchase price allocation will include a partial write-down of deferred revenue due to purchase accounting in connection with our acquisition.
Although the purchase price allocation for this acquisition and pro forma financial information is not yet available, we expect a substantial majority of the purchase price will be allocated to goodwill and intangible assets.
Debt
On August 1, 2016, we entered into a Term Loan Agreement ("Term Loan Agreement"), with a group of lenders that allows the Company to borrow up to an aggregate amount of
$2.0 billion
, consisting of a
$1.8 billion
five
-year term loan and a
$200 million
three
-year term loan. The new Term Loan Agreement closed concurrently with the Blue Coat merger on August 1, 2016. In addition, on July 18, 2016, we amended and restated our existing credit agreement (the "Amended and Restated Credit Agreement") to provide for, among other things, an additional
$800 million
three
-year term loan facility (collectively with the term loans under the new Term Loan Agreement, "Term Loans"). The Amended and Restated Credit Agreement became operative on August 1, 2016.
The Company has elected to incur the Term Loans initially as Eurodollar borrowings and such Term Loans will bear interest at a rate equal to LIBOR plus a margin based on the debt rating of the Company's non-credit-enhanced, senior unsecured long-term debt, as specified in the Amended and Restated Credit Agreement and the new Term Loan Agreement, as applicable. The new Term Loan Agreement and the Amended and Restated Credit Agreement include a consolidated leverage ratio covenant. The Company utilized the proceeds of the Term Loan, together with the proceeds from the
2.0%
Convertible Unsecured Notes due 2021 (the “Notes”) (as discussed below), to pay for a portion of the Blue Coat merger, including the prepayment of Blue Coat's outstanding debt and related transaction fees.
On June 12, 2016, the Company entered into an investment agreement (the “Investment Agreement”) with Bain Capital Fund XI, L.P. and Bain Capital Europe Fund IV, L.P. (collectively with their affiliates, “Bain”) and Silver Lake Partners IV Cayman (AIV II), L.P. (collectively with its affiliates, “Silver Lake”, and together with Bain, the “Purchasers”), relating to the issuance of
$1.25 billion
aggregate principal amount of the Notes to the Purchasers, consisting of an aggregate of
$750 million
2.0%
Convertible Unsecured Notes to Bain and a
$500 million
2.0%
Convertible Unsecured Note to Silver Lake. The Notes were issued concurrently with the Blue Coat merger.
The Notes bear interest at a rate of
2.0%
per annum, payable semiannually in cash and will mature in 2021 subject to earlier conversion. The Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and common stock, at the Company’s option, at a conversion rate of 48.9860 per $1,000 principal amount of the Notes (which represents an initial conversion price of approximately
$20.41
per share), subject to customary anti-dilution adjustments. If holders of the Notes convert them in connection with a fundamental change, the Company may be required to provide a make whole premium in the form of an increased conversion rate, subject to a maximum amount. The Company used the proceeds from the issuance of the Notes to pay the fees and expenses of and consummate the merger, including the repayment of existing indebtedness of Blue Coat.
With certain exceptions, upon change in control of the Company, the holders of the Notes may require that the Company repurchase all or part of the principal amount of the Notes at a purchase price equal to the principal amount plus accrued and unpaid interest. The Notes are not redeemable by the Company. The indenture under which the Notes are outstanding includes customary events of default, which may result in the acceleration of the maturities of the Notes. In accordance with the provisions of the Investment Agreement, the Company appointed a designee of Bain to the Board on August 1, 2016. Bain's rights to Board representation terminate under certain circumstances, including if Bain and its affiliates beneficially own less than
4%
of all the Company's outstanding common stock (on an as-converted basis) then outstanding.
Change in management
In connection with the Blue Coat merger, our Board appointed Greg Clark as Chief Executive Officer (“CEO”) and a member of the Board, and Michael Fey as President and COO, effective on the close date. In addition, on the close date, Michael Brown stepped down from his role as the Company’s CEO and director, and Dr. Ajei S. Gopal ceased his service as the Company’s interim President and COO.