SECURITIES AND EXCHANGE COMMISSION
Form 10-K/A
(Amendment No. 1)
10-K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware (I.R.S. Employer (Address of principal executive offices) ( Trading symbol(s) Name of each exchange on Common Stock, The Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ☑ Accelerated filer Non-accelerated filer Smaller reporting company NortonLifeLock, the NortonLifeLock Logo, the Checkmark Logo, Norton, LifeLock, and the LockMan Logo are trademarks or registered trademarks of NortonLifeLock Inc. or its affiliates in the United States (U.S.) and other countries. Other names may be trademarks of their respective owners. expected terms, on the anticipated schedule or at all. In addition, Merger and demanding that we make additional and supplemental disclosures regarding the Merger. Additionally, six complaints have been filed by our purported stockholders in connection with the Merger (collectively, the Merger Complaints). The applicable law or regulatory requirements or otherwise cause damage to our reputation through their actions; such trends. Name Age Principal Occupation Director Since Sue Barsamian 60 Director 2019 Frank E. Dangeard 61 Managing Partner, Harcourt 2007 Peter A. Feld 40 Managing Member and Head of Research, Starboard Value LP 2018 Dale L. Fuller 60 Operating Partner, The Riverside Company 2018 Kenneth Y. Hao 50 Managing Partner and Managing Director, Silver Lake Partners 2016 Richard S. Hill 67 Interim President and CEO 2019 David W. Humphrey 42 Managing Director, Bain Capital 2016 David L. Mahoney 65 Director 2003 Anita M. Sands 43 Director 2013 Daniel H. Schulman 61 President and Chief Executive Officer, PayPal Holdings, Inc. 2000 V. Paul Unruh 70 Director 2005 Suzanne M. Vautrinot 59 Director 2013 FY19 Financial Results (In millions, except for per share Fiscal 2019 (“FY19”) Fiscal 2018 (“FY18”) Net revenues $4,731 $4,834 Operating income 380 49 Net income 31 1,138 Net income per share – diluted 0.05 1.70 Net cash provided by operating activities 1,495 950 FY19 Challenges While we saw improvements in some areas of our business, our overall performance and stock price was negatively impacted by several significant factors: · Revenue and business momentum in our Enterprise Security segment declined in FY19. · The Company was subject to an internal investigation, which was commenced and completed by the Audit Committee of the Board (the “Audit Committee”) in connection with concerns raised by a former employee. · We announced a restructuring plan pursuant to which we targeted reductions of our global workforce of up to approximately 8%. · Our executive leadership team was in transition with announced executive officer departures in November 2018 and January 2019. Commitment to Pay-For-Performance · Our former CEO did not receive a FY19 equity award. · None of our NEOs received an annual base salary increase for FY19, except for those executives who were promoted. · Our former CEO did not receive a payment under his annual cash incentive award. Executive Compensation Component Metric(1) Achievement (as a Funding FY19 Executive Annual Incentive Plan (“EAIP”) FY19 Non-GAAP operating income 87.5% 0% FY19 Non-GAAP revenue 97.2% 71.2% FY19 EAIP Total 35.6% FY19 Performance-based Restricted Stock Units FY19 earnings per share (“EPS”) 88.3% 50.6% FY19 free cash flow 90.7% 91.2% FY18 Performance-based Restricted Stock Units 2-year total shareholder return (“TSR”) relative to Nasdaq 100 -21.32% 0% Fiscal 2017 (“FY17”) Performance-based Restricted Stock Units FY18 Non-GAAP Operating Income 109.29% 268.2% (of which 250% vested and settled at the end of FY18, and the remaining 18.2% vested for eligible participants at the end of FY19). (1) Please see discussion below for more detail regarding how these metrics are calculated. NEO FY18 Annual Salary ($) Change in Salary (%) FY19 Annual Salary Gregory S. Clark 1,000,000 — 1,000,000 Nicholas R. Noviello 650,000 — 650,000 Amy L. Cappellanti-Wolf 440,000 — 440,000 Samir Kapuria(1) 390,000(1) 60,000(1) 450,000 Scott C. Taylor 600,000 — 600,000 NEO FY19 Individual Annual Incentive Target (%) FY19 Target ($) Gregory S. Clark 150 1,500,000 Nicholas R. Noviello 100 650,000 Amy L. Cappellanti-Wolf 70 308,000 Samir Kapuria(1) 100 450,000 Scott C. Taylor 100 600,000 Non-GAAP Operating Income Metric Non-GAAP Revenue Metric Non-GAAP Funding (%) Non-GAAP Funding (%) Individual Total Payout as Threshold $1,428 40 $4,760 40 35 14 Target $1,630 100 $4,943 100 100 100 Maximum $1,793 200 $5,141 200 140 280 Weighted Average Company Performance Funding Company Performance Target ($) Threshold ($) Actual ($) Threshold Funding Non-GAAP Operating Income 1,630 1,428 1,427(1) 40 0.0 Non-GAAP Revenue 4,943 4,760 4,804(2) 40 71.2 FY19 Funding 35.6 FY19 EAIP NEO Payout Amounts NEO Base Annual Incentive Company Individual Individual Gregory S. Clark(1) 1,000,000 150 NA NA 0 Nicholas R. Noviello(2) 650,000 100 NA NA 487,500 Amy L. Cappellanti-Wolf(3) 440,000 70 35.6 100 109,648 Samir Kapuria(3) 450,000 100 35.6 100 152,172 Scott C. Taylor(3) 600,000 100 35.6 100 213,600 NEO FY19 RSU Award Amount (#) Grant Date Value ($) Gregory S. Clark (1) 0 0 Nicholas R. Noviello (2) 95,416 2,106,785 Amy L. Cappellanti-Wolf 78,620 1,683,254 Samir Kapuria 238,243 5,100,783 Scott C. Taylor (2) 61,339 1,354,365 FY19 FCF Performance Metric FCF Performance Goal Funding (%) Below Threshold Less than $1,100 0 Threshold $1,100 40 Target $1,350 100 Maximum $1,562 or more 200 FY19 EPS Performance Metric EPS Performance Goal* Funding (%) Below Threshold Less than $1.50 0 Threshold $1.50 50 Target $1.70 100 Maximum $1.93 or more 200 FY19 PRUs Granted, Earned and Vested NEO Total FY19 Total FY19 PRU Total FY19 FCF Total FY19 Total Total FY19 Total FY19 Gregory S. Clark (1) NA NA NA NA NA NA NA Nicholas R. Noviello(2) 222,636 4,825,264 40,608 22,530 NA 63,138 63,138 Amy L. Cappellanti-Wolf 78,620 1,668,841 23,899 13,258 - 37,157 22,297 Samir Kapuria 238,242 5,057,084 72,424 40,182 - 112,606 67,566 Scott C. Taylor 143,123 3,101,953 43,508 24,138 - 67,646 0 FY18 FY18 FY18 Vesting Eligible Eligible FY17 PRUs 1,560 1,705(1) 109.29 268.2 250 18.2 NEO Total FY17 PRUs Total FY17 PRUs vested at Total FY17 PRUs Gregory S. Clark 2,404,175 175,023 2,579,198 Nicholas R. Noviello 606,935 44,184 651,119 Amy L. Cappellanti-Wolf 207,142 15,080 222,222 Samir Kapuria 148,322 10,798 159,120 Scott C. Taylor 414,287 30,160 444,447 2-Year Relative TSR 2-Year Relative TSR Actual vs. Nasdaq 100 Achievement as a Percentage of Target Eligible Shares as a % of FY18 PRUs 50th Percentile 8th Percentile 0% 0 some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions; Executive Officer Ownership Holdings as of Richard S. “Rick” Hill 309,917 12,202 Scott C. Taylor 61,983 407,957 Art Gilliland 72,314 — Samir Kapuria 46,488 244,781 Vincent Pilette 100,723 630,477 The following table Summary Compensation Table for Fiscal 2019 Name and Principal Fiscal Salary Bonus Stock Option Non-Equity All Other Total ($) Gregory S. Clark Former President and CEO* 2019 1,000,000 — — (5) — — 1,921,039 2,921,038 2018 1,000,000 — 15,982,645 — — 364,936 17,347,581 2017 666,667 — 4,269,815 (6) — 743,333 379,937 6,059,752 Nicholas R. Noviello Former Executive Vice President and CFO** 2019 650,000 1,000,000 10,706,470 (7) — — 943,325 13,299,795 2018 650,000 — 7,458,549 — — 47,606 8,156,155 2017 433,333 — 1,077,917 (6) — 479,673 172,740 2,163,663 Amy L. Cappellanti-Wolf. Senior Vice President and CHRO 2019 440,000 — 3,462,911 — — 558,163 4,461,075 Samir Kapuria Executive Vice President and GM, Consumer Business Unit & Cyber Security Services 2019 443,864 (8) — 10,311,650 — — 220,667 10,976,180 Scott C. Taylor Executive Vice President, General Counsel and Secretary 2019 600,000 — 4,672,177 — — 871,628 6,143,804 2018 600,000 — 4,794,772 — — 621,788 6,016,560 2017 600,000 150,000 4,831,307 (6) — 568,374 363,462 6,513,143 Name Maximum Outcome of Market-Related Component Nicholas R. Noviello 6,554,404 1,548,062 Amy L. Cappellanti-Wolf 2,244,367 546,657 Samir Kapuria 6,801,015 1,656,576 Scott C. Taylor 4,213,571 995,168 Name Dividend 401(k) Life & Tax Car and Personal Patent Company- Severance Total ($) Gregory S. Clark 1,706,830 6,000 3,002 — 200,446 4,761 — — — 1,921,039 Nicholas R. Noviello 441,435 6,000 3,390 5,000 — — — — 487,500 455,825 Amy L. Cappellanti-Wolf 533,137 6,000 3,629 15,397 — — — — — 558,163 Samir Kapuria 181,735 6,525 1,467 1,040 — — 2,000 27,900 — 220,667 Scott C. Taylor 856,724 4,875 4,704 5,325 — — — — — 871,628 2017 PRU Stock Awards Name FY17 PRU FY17 PRU Total (Without Gregory S. Clark 4,269,815 — Nicholas R. Noviello 1,077,917 — Scott C. Taylor 735,775 3,602,644 Grant Date Award Type Modified Stock Units (#) Modification Date Fair Incremental Fair Value on 12/10/2018 FY19 EPS 74,212 21.02 1,559,936 12/10/2018 FY19 FCF 74,212 21.02 1,559,936 6/9/2017 FY18 PRU 31,139 21.02 654,548 Estimated Future Payouts Under Non- Estimated Future Payouts Under Equity All Other All Other Exercise or Grant Date Fair Name Grant Date Threshold Target Maximum Threshold Target Maximum or Units Options Awards and Option Gregory S. Clark 6/28/18 (3) — — — 27,573 68,933 137,867 — — — 1,500,000 Nicholas R. Noviello 6/28/18 (3) — — — 4,181 29,871 83,639 — — — 650,000 12/10/18 (4) — — — 103,897 222,636 445,272 95,416 — — 6,932,047 1/31/19 (5) — — — — — — — — — 3,774,420 Amy L. Cappellanti-Wolf 6/28/18 (3) — — — 1,981 14,154 39,632 — — — 308,000 7/10/18 (4) — — — 36,689 78,620 157,240 78,620 — — 3,352,096 Samir Kapuria 6/28/18 (3) — — — 2,750 19,643 55,002 — — — 427,451 7/10/18 (4) — — — 111,180 238,242 476,484 238,243 — — 10,157,867 Scott C. Taylor 6/28/18 (3) — — — 3,860 27,573 77,205 — — — 600,000 12/10/18 (4) — — — 66,791 143,123 286,246 61,339 — — 4,456,317 Option Awards Stock Awards Name Grant Date Number of Number of Option Option Number of Market Value of Equity Equity Gregory S. Clark 6/9/17 187,670 (2)(3) 4,314,526 84,919 (3) 1,952,276 (4) 164,857 (5) 3,790,062 (4) 3,665,271 6.73 9/9/25 Nicholas R. Noviello 12/10/18 200,649 (6)(7) 4,612,912 37,106 (7) 853,067 6/9/17 87,579 (3)(8) 2,013,436 39,629 (3) 911,059 (4) 41,618 (5) 956,798 (4) 775,028 8.35 1/27/26 Amy L. Cappellanti-Wolf 7/10/18 93,485 (7)(9) 2,149,209 13,103 (7) 301,238 6/9/17 43,789 (3)(10) 1,006,701 19,814 (3) 455,524 6/10/16 14,204 (11) 326,550 Samir Kapuria 7/10/18 283,286 (7)(12) 6,512,746 39,707 (7) 912,864 6/9/17 13,762 (3)(13) 316,383 6,227 (3) 143,159 11/10/16 4,844 (14) 111,364 6/10/16 5,326 (11) 122,445 Scott C. Taylor 12/10/18 128,989 (7)(15) 2,965,456 23,854 (7) 548,392 6/9/17 56,300 (3)(16) 1,294,343 25,476 (3) 585,682 6/10/16 28,408 (11) 653,100 Option Awards Stock Awards Name Number of Value Realized on Number of Value Realized on Gregory S. Clark — — 342,338 7,467,791 Nicholas R. Noviello 332,155 4,699,993 111,855 2,419,818 Amy L. Cappellanti-Wolf — — 92,644 1,997,239 Samir Kapuria — — 112,125 2,497,640 Scott C. Taylor — — 103,798 2,216,595 Non-Qualified Deferred Compensation Name Executive Registrant Aggregate Aggregate Aggregate Gregory C. Clark — — — — — Nicholas R. Noviello 81,250 — 5,632 — 172,205 Amy L. Cappellanti-Wolf — — — — — Samir Kapuria — — — — — Scott C. Taylor 300,000 — 25,782 — 588,263 Severance Option RSU Vesting PRU Involuntary Termination Because of Market Conditions or Division Performance 689,836 — — 1,859,826 Termination Without Cause or Constructive Termination Within 12 Months of a Change of Control 748,000 — 2,680,634 1,859,826 Termination Without Cause 689,836 — 2,680,634 1,859,826 Termination Due to Death or Disability — — — 1,859,826 Severance Option RSU Vesting PRU Involuntary Termination Because of Market Conditions or Division Performance 789,906 — — 3,149,028 Termination Without Cause or Constructive Termination Within 12 Months of a Change of Control 900,000 — 5,882,796 3,149,028 Termination Without Cause 789,906 — 5,882,796 3,149,028 Termination Due to Death or Disability — — — 3,149,028 Severance Option RSU Vesting PRU Involuntary Termination Because of Market Conditions or Division Performance 1,068,836 — — 3,829,276 Termination Without Cause or Constructive Termination Within 12 Months of a Change of Control 1,200,000 — 2,766,088 3,829,276 Termination Without Cause 1,068,836 — 2,766,088 3,829,276 Termination Due to Death or Disability — — — 3,829,276 Severance Pay ($) COBRA Premiums ($) Option Vesting ($) RSU Vesting ($) PRU Vesting ($) Involuntary Termination 2,000,000 20,031 — 3,790,062 — Severance Pay ($) Option Vesting ($) RSU Vesting ($) PRU Vesting ($) Involuntary Termination 3,152,500 — 1,729,087 3,426,067 intercompany balances that are exposed to foreign exchange rate fluctuations may differ materially from expectations, and we may record significant gains or losses due to foreign currency fluctuations and related hedging activities. As Name Fees Earned Stock Total Susan P. Barsamian(5) 3,383 73,210 (6) 76,593 Frank E. Dangeard 85,018 274,982 360,000 Peter A. Feld(7) 16,071 174,108 (8) 190,179 Dale L. Fuller(7) 34,821 147,321 182,142 Kenneth Y. Hao 21 324,979 (9) 325,000 Richard S. Hill(5) 15,772 61,948 77,720 David W. Humphrey 21 324,979 (9) 325,000 Geraldine B. Laybourne(10) 80,018 274,982 355,000 David L. Mahoney 105,024 274,976 380,000 Robert S. Miller(10) (11) 120,639 124,635 245,274 Anita M. Sands 70,018 274,982 345,000 Daniel H. Schulman 195,018 274,982 470,000 V. Paul Unruh 95,018 274,982 370,000 Suzanne M. Vautrinot 70,018 274,982 345,000 Report on Form 10-K. caption “Executive Compensation” in our 2022 Proxy Statement and is incorporated herein by reference. Name and Address of Beneficial Owner Amount and Nature of Percent of 5% Beneficial Owners T. Rowe Price Associates, Inc. (1) 94,325,069 15.3 % Vanguard Group Inc. (2) 66,828,879 10.8 % BlackRock, Inc. (3) 42,309,498 6.9 % Capital World Investors (4) 41,378,550 6.7 % Starboard Value LP (5) 36,000,796 5.8 % Total 280,842,792 45.5 % Directors and Named Executive Officers Gregory S. Clark*(6) 5,964,117 1.0 % Nicholas R. Noviello*(7) 1,347,260 ** Scott C. Taylor 407,957 ** Samir Kapuria 244,781 ** Amy L. Cappellanti-Wolf 217,164 ** David L. Mahoney(8) 201,423 ** Daniel H. Schulman 170,989 ** Frank E. Dangeard 113,936 ** V. Paul Unruh(9) 101,711 ** Anita M. Sands 63,830 ** Kenneth Y. Hao(10) 60,670 ** David W. Humphrey 49,882 ** Dale L. Fuller 35,088 ** Suzanne M. Vautrinot(11) 32,269 ** Peter A. Feld(12) 24,685 ** Richard S. Hill(13) 20,110 ** Susan P. Barsamian(14) 19,903 ** Total 9,075,775 1.5 % Current Directors and Executive Officers As a group (18 people) (15) 2,579,786 0.4 % Equity Compensation Plan Information Plan Category Number of Securities Weighted-Average Number of Securities (a) (b) (c) Equity compensation plans approved by security holders 21,941,509 (1) 60,284,856 (2) Equity compensation plans not approved by security holders — (2) — — Total — — 60,284,856 (2) (the Audit Committee) completed its internal investigation (the Audit Committee Fees Billed to Symantec FY19 FY18 Audit fees(1) $ 12,464,329 $ 11,370,525 Audit related fees(2) 1,142,383 753,689 Tax fees(3) 161,685 469,449 All other fees(4) 0 311,000 Total fees $ 13,768,398 $ 12,904,663 our former officers. Defendants filed answers on November 7, 2019. On April 20, 2021, to resolve an alleged conflict of interest raised with respect to the lead plaintiff and its counsel, the Court ordered a second Class Notice disclosing the circumstances of the alleged conflict and providing a further period for class members to opt out, which closed on July 2, 2021. The required information is not applicable or is not present in material amounts, and/or changes to such amounts are immaterial to require submission of the schedule, or because the information required is included in our Consolidated Financial Statements and notes thereto included in this Form 10-K. Signature Title x☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ For the Fiscal Year Ended March 29, 2019ORoFor the Transition Period from to .
NortonLifeLock Inc.SYMANTEC CORPORATION the registrant as specified in its charter)Delaware77-018186477-0181864 (State or other jurisdiction of
incorporation or organization)
Identification No.)350 Ellis Street,Suite 1000, Tempe, Arizona 85281 Mountain View, California94043zipZip code)
________________________Title of each class Trading Symbol(s)
which registeredpar value $0.01 per share NLOK SYMCx☐Nooo☐Nox☑x☑Noo☐x☑Noo☐ (Check one):Large accelerated filer xoooEmerging growth company oo☐Exchange Act).Yeso☐Nox☑SymantecNortonLifeLock common stock on September 28, 2018October 1, 2021 as reported on the Nasdaq Global Select Market: $7,810,381,908. $9,832,405,362.Solely for purposes of this disclosure, shares of common stock held by each executive officer, director, and holder of 5% or more of the outstanding common stock have been excluded as of such date because such persons may be deemed to be affiliates. This determination of possible affiliate status is not a conclusive determination for any other purposes.Numbercommon stock asdefinitive proxy statement for the 2022 annual meeting of July 5, 2019: 617,528,130stockholders are incorporated herein by reference into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended April 1, 2022.DOCUMENTS INCORPORATED BY REFERENCENone.ContentsContenSYMANTEC CORPORATIONMarch 29, 2019PART IIIPage 31853565859Symantec,NortonLifeLock,” “we,” “us,” “our,” and “the Company” refer to Symantec CorporationNortonLifeLock Inc. and all of its subsidiaries.ContentsContenEXPLANATORY NOTEAmendment No.is why we view ourselves as a trusted ally for our customers in a complex digital world and are committed to advancing our vision of protecting and empowering each element of their digital lives.Form 10-K/A supplementsthe risk profile and device-type of the user. The user can become a member of our paid customer base if they choose to add specific premium solutions or upgrade to Avira Prime, a suite of security and privacy solutions across multiple platforms and devices.
10-K10-K.ended March 29, 2019,with over 600 individual learners. We also provide group learning designed around TED Talks on topics including leadership, change management and further diversity, equity and inclusion efforts.filedhave incurred from information security breach incidences were immaterial. This includes penalties and settlements, of which there were none.(“SEC”(SEC) on our investor relations website located at https://investor.nortonlifelock.com. The information contained, or referred to, on our website, including in any reports that are posted on our website, is not part of this annual report unless expressly noted. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding our filings at http://www.sec.gov.May 24, 2019 (the “Original Filing”). We are filing this amendment to provide the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K.we have filed the following exhibits herewith:·31.03 Rule 13a-14(a)/15d-15(a) certificationCMA may require, in connection with granting its approval of the Chief Executive Officer; and·31.04 Rule 13a-14(a)/15d-15(a) certificationtransaction, divestitures or ongoing restrictions on the operation of the Chief Financial Officer.Except as described above, nocombined business, each of which could have a material impact on the anticipated strategic benefits and synergies from the combination. Any delay in consummation of the Proposed Merger will result in greater transaction costs and professional fees and continue to expose us to market risk. If we fail to receive approval from the CMA and cannot consummate the Proposed Merger, we may be required to pay Avast a break fee of up to $200 million under the Co-operation Agreement. If consummated, the success of the Proposed Merger will depend, in significant part, on our ability to successfully integrate Avast and its subsidiaries, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the combination. We believe that the addition of Avast and its subsidiaries represents an attractive opportunity to create a new, industry leading consumer Cyber Safety business, leveraging the established brands, technical expertise and innovation of both groups to deliver substantial benefits to consumers, shareholders and other amendmentsstakeholders. Achieving these goals requires growth of the revenue of the combined company and realization of the targeted synergies expected from the Proposed Merger. This growth and the anticipated benefits of the Proposed Merger may not be realized fully or at all, or may take longer to realize than we expect. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated. If we are being madenot able to achieve these objectives and realize the anticipated benefits and synergies expected from the Proposed Merger within a reasonable time, our annual reportbusiness, financial condition and operating results may be adversely affected.Form 10-Kbehalf of our purported stockholders, in each case stating the stockholder’s belief that the proxy statement filed by us on May 24, 2019.PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceCriteria for NominationOctober 4, 2021 omitted material information with respect to the Boardgoal ofMerger Complaints were brought by the Nominatingplaintiffs individually and Governance Committee ofalso allege that the Board of Directors (the “Board”) ofproxy statement omitted material information with respect to the Merger. After the Company is to assemble a Board that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills derived from high-quality business and professional experience. The Nominating and Governance Committee annually reviewsissued its October 29, 2021 Form 8-K, the appropriate skills and characteristics required of directorsplaintiffs in the contextMerger Complaints dismissed their actions as moot while reserving the right to seek a fee in connection with their respective litigations. requirements and the long-term interests of our stockholders.The key attributes, experience and skills we consider important for our directors in light of our current business and structure are:·Industry and Technology Expertise. As a security and technology company, understanding new technologies and emerging industry trends or having experience in security and related technologies is useful in understanding our business, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain.segmentsexperienced increased demand as the pandemic greatly accelerated the digital lives of people around the world. However, with the extended duration of the pandemic and the easing of prevention protocols and restrictions, we are seeing decreasing demand and increased competition. In addition, should the negative macroeconomic impacts of the COVID-19 pandemic persist or worsen, we may experience continued slowdowns in our business activity and an increase in cancellations by customers or a material reduction in our retention rate in the future, especially in the event of a prolonged recession. A prolonged recession could adversely affect demand for our offerings, retention rates and harm our business and results of operations, particularly in light of the fact that our solutions are discretionary purchases and thus may be more susceptible to macroeconomic pressures, as well impact the value of our common stock, ability to refinance our debt and our access to capital.compete,operate do not improve, or deteriorate further, our business, operating results, financial condition and cash flows could be adversely affected.competing technologies,to decrease our reliance on third parties. If we do not achieve the variousbenefits anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected. Additionally, we must continually address the challenges of dynamic and accelerating market trends and competitive developments. Customers may require features and capabilities that our current solutions do not have. Our failure to develop new solutions and improve our existing solutions to satisfy customer preferences and effectively compete with other market offerings in a timely and cost-effective manner may harm our ability to retain our customers and attract new customers. A loss of customers would adversely impact our business and operating results.processessolutions from acquired companies;evolving customer requirements.·Global Expertise. We are a global organization with employees, offices,enhance our existing solutions, effectively adapt to changes in the technology or product rights held by our competitors as well as the ways our information is accessed, used and stored by our customers, and partnersappropriately respond to competitive strategies.countries. Directorsof which are expanding their product portfolios into different segments. Many of these competitors offer solutions or are currently developing solutions that directly compete with global operating expertise and an understanding of global economic and regulatory frameworks, can provide a useful business and cultural perspective regardingour offerings. We also face growing competition from other technology companies, as well as from companies in the identity threat protection space such as credit bureaus. Further, many significant aspects of our business.·Leadership Experience. Directors whocompetitors are increasingly developing and incorporating into their products data protection software and other competing Cyber Safety products such as antivirus protection or VPN, often free of charge, that compete with our offerings. Our competitive position could be adversely affected by the functionality incorporated into these products rendering our existing solutions obsolete. In addition, the introduction of new products or services by competitors, and/or market acceptance of products or services based on emerging or alternative technologies, could make it easier for other products or services to compete with our solutions.served in a senior leadership position, as a general manager of a business, or as the functional leader of a global sales,greater financial, technical, marketing, or product development organization, are importantother resources than we do, including in new Cyber Safety and digital life segments, and consequently, may have the ability to us, because they bring experienceinfluence customers to purchase their products instead of ours, including through investing more in internal innovation than we can and perspectivethrough benefiting from unique access to customer engagement points. Further consolidation among our competitors and within our industry or, in analyzing, shapingaddition to other changes in the competitive environment, such as greater vertical integration from key computing and overseeing the execution of important strategic, operational and policy issues at a senior level.·Public Company Board Experience. Directors who have served on other public company boards can offer advice and insightsoperating system suppliers could result in larger competitors that compete more frequently with regard to the dynamics and operation of a board of directors, the relations of a board to the company’s chief executive officer and other senior management personnel, the importance of public-company corporate governance, including oversight matters, strategic decisions and operational and compliance-related matters.·Business Combinations and Partnerships Experience. Directors who have a background in mergers and acquisitions and strategic partnership transactions can provide insight into developing and implementing strategies for growing our business through combining and/or partnering with other organizations and helping to evaluate operational integration plans.·Financial Expertise. Knowledge of financial markets, financing operations, complex financial management and accounting and financial reporting processes is important because it assists our directors in understanding, advising, and overseeing Symantec’s capital structure, financing and investing activities, financial reporting and internal control of such activities.·Diversity.us.diverse portfoliodifficult macroeconomic environment. Although we did not experience a material increase in cancellations by customers or a material reduction in our retention rate in fiscal 2021 or fiscal 2022, we may experience such an increase or reduction in the future, especially in the event of professional background, experiences, knowledge and skills, the compositiona prolonged recession or a worsening of current conditions as a result of the Board should reflect the benefitsCOVID-19 pandemic. In addition, during a recession, consumers may experience a decline in their credit or disposable income, which may result in less demand for our solutions. As a result, we may have to lower our prices or make other changes to our pricing model to address these dynamics, any of diversity as to gender, race, ethnic, culturalwhich could adversely affect our business and geographic backgrounds that reflect the compositionfinancial results.global investors,anticipated growth in connection with the Avira acquisition is attributable to attracting and converting Avira’s freemium users to a paid subscription option. Numerous factors, however, may impede our ability to attract, retain and convert these users into paying customers.employeesour operating results could be adversely affected.partners.Contentsthe brief biographical descriptions set forth under “Our Board of Directors” below, we include under “Director Qualifications” the key individual attributes, experience and skills of each of our directors that ledaccurately predict or anticipate future trends in customer retention or effectively respond to the conclusion that each director should serve as a member of the Board at this time.Board of DirectorsOur Board currently consists of twelve directors, including eleven independent directors and our interim President and Chief Executive Officer. Each director is electedcustomer retention rates may decline or fluctuate due to serve a one-year term, with all directors subject to annual election. These directors are identified below, along with their ages at June 14, 2019 and other information.
Sue BarsamianDirectorAge: 60Director Since:2019Committee Memberships:·CompensationOther Current Public Boards:·Box, Inc.Ms. Barsamian has served as a member of our Board since January 2019. Ms. Barsamian previously served as Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc, an infrastructure software company, from September 2017 through April 2018 and as Executive Vice President, Chief Sales and Marketing Officer of HPE Software at Hewlett Packard Enterprise from November 2016 until it was acquired by Micro Focus in September 2017. From 2006 to November 2016, Ms. Barsamian served in various executive roles at Hewlett-Packard, including Senior Vice President and General Manager of Enterprise Security Products and Senior Vice President of Worldwide Indirect Sales. Prior to joining Hewlett-Packard, Ms. Barsamian was Vice President, Global Go-to-Market at Mercury Interactive Corporation and held leadership positions at Critical Path, Inc. and Verity, Inc. Ms. Barsamian serves on the board of directors of Box, Inc. Ms. Barsamian served on the Board of the National Action Council for Minorities in Engineering (NACME), and she served as Chairman of the Board of NACME from 2016 to 2017. She received a Bachelor of Science degree in electrical engineering from Kansas State University and completed her post-graduate studies at the Swiss Federal Institute of Technology.Director Qualifications:·Industry and Technology Experience — Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc and Executive Vice President, Chief Sales and Marketing Officer, HPE Software.·Global Experience — Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc.·Leadership Experience — Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc and Executive Vice President, Chief Sales and Marketing Officer, HPE Software.·Public Company Board Experience — member of the board of directors of Box, Inc.
Frank E. DangeardManaging Partner, HarcourtAge: 61Director Since: 2007Committee Memberships:·Audit·Compensation·Nominating & GovernanceOther Current Public Boards:·RBS GroupMr. Dangeard has served as a member of our Board since 2007. He has been the Managing Partner of Harcourt, an advisory firm, since 2008. Mr. Dangeard was Chairman and Chief Executive Officer of Thomson, a provider of digital video technologies, solutions and services, from 2004 to 2008. From 2002 to 2004, he was Deputy Chief Executive Officer of France Telecom, a global telecommunications operator. From 1997 to 2002, Mr. Dangeard was Senior Executive Vice President of Thomson and served as its Vice Chairman in 2000. Prior to joining Thomson, he was Managing Director of SG Warburg & Co. Ltd. from 1989 to 1997 in London, Paris and Madrid and Chairman of SG Warburg France from 1995 to 1997. Prior to that, Mr. Dangeard was a lawyer with Sullivan & Cromwell, in New York and London. He serves on the board of directors of Arqiva PLC (“Arqiva”), The Royal Bank of Scotland Group plc (“RBS Group”) and as chairman of the board of directors of Nat West Markets plc, the investment bank of the RBS Group (“NatWest Markets”), and on a number of advisory boards. Mr. Dangeard has previously served as a director of a variety of companies, including Crédit Agricole CIB, Eutelsat, Home Credit, SonaeCom, Thomson, Electricité de France and Telenor. He graduated from the École des Hautes Études Commerciales, the Paris Institut d’Études Politiques and holds an LLM degree from Harvard Law School.Director Qualifications:·Industry and Technology Experience — former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor; and former member of the boards of directors of Eutelsat, SonaeCom and RPX Corporation.·Global Experience — member of the board of directors of RBS Group (UK) and Arqiva (UK) and chairman of NatWest Markets (UK); former Chairman and Chief Executive Officer of Thomson (France); former Deputy Chief Executive Officer of France Telecom (France); former Deputy Chairman of Telenor (Norway); and former member of the boards of directors of Crédit Agricole CIB (France), Eutelsat (France), Home Credit (Czech Republic), Electricité de France (France) and SonaeCom (Portugal).·Leadership Experience — managing partner of Harcourt; former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor and former Chairman of SG Warburg France and Managing Director of SG Warburg & Co. Ltd; and chairman of the board of directors of NatWest Markets.·Public Company Board Experience — member of the board of directors of RBS Group; former Deputy Chairman of Telenor; and former member of the boards of directors of Eutelsat, Electricité de France, Thomson, and SonaeCom.·Business Combinations and Partnerships Experience — former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor; former Chairman of SG Warburg France; and former lawyer at Sullivan & Cromwell LLP.·Financial Experience — former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Chairman of the Audit Committee of Electricité de France and former Deputy Chairman of Telenor; member of the board of RBS Group; and Chairman of NatWest Markets.
Peter A. FeldManaging Member and Head of Research, Starboard Value LPAge: 40Director Since: 2018Committee Memberships:·Compensation (Chair)·Nominating & GovernanceOther Current Public Boards:·Magellan Health, Inc.Mr. Feld has served as a member of our Board since September 2018. Mr. Feld has served as a Managing Member and Head of Research of Starboard Value LP since 2011. Mr. Feld has served on the board of directors of Magellan Health, Inc. since April 2019. Mr. Feld previously served on the boards of directors of several companies, including Marvell Technology Group Ltd. from May 2016 to June 2018, The Brink’s Company from January 2016 to November 2017, Insperity, Inc. from March 2015 to June 2017, Darden Restaurants, Inc. from October 2014 to September 2015, Xperi Corporation from 2013 to April 2014, Integrated Device Technology, Inc. from 2012 to February 2014 and Unwired Planet, Inc. (n/k/a Great Elm Capital Group, Inc.) from 2011 to March 2014 and as Chairman from 2011 to 2013. Mr. Feld received a Bachelor of Arts degree in economics from Tufts University.Director Qualifications:·Industry and Technology Experience — current or former member of the boards of directors of many public and private technology companies.·Global Expertise — Managing Member and the Head of Research of Starboard Value LP; former member of the boards of directors of Marvell Technology Group, Insperity, Inc., and Darden Restaurants, Inc.·Leadership Experience — Managing Member and the Head of Research of Starboard Value LP.·Public Company Board Experience — member of the board of directors of Magellan Health Inc.; and former member of the boards of directors of Marvell Technology Group, Insperity, Inc., and Darden Restaurants, Inc.·Business Combinations and Partnerships Experience — Managing Member and the Head of Research of Starboard Value LP.·Financial Experience — over 10 years of capital markets and corporate governance experience.
Dale L. FullerOperating Partner, The Riverside CompanyAge: 60Director Since: 2018Committee Memberships:·Audit·Nominating & GovernanceOther Current Public Boards:·comScore, Inc.Mr. Fuller has served as a member of our Board since September 2018. Mr. Fuller has served as an Operating Partner at the Riverside Company, a private equity firm, since 2013 and on the board of directors of comScore, Inc., a media measurement and analytics company, since March 2018, and as Chairman of the board of directors of MobiSocial, Inc., a technology startup, since 2013. Mr. Fuller previously served on the boards of directors of several technology companies, including Quantum Corporation from September 2014 to March 2017 and AVG Technologies N.V. from 2008 to October 2016, and as Chairman from 2009 to October 2016. Mr. Fuller holds an honorary doctorate degree from St. Petersburg State University and a Bachelor of Science degree from Pacific College.Director Qualifications:·Industry and Technology Experience — current or former member of the boards of directors of many public and private technology companies.·Global Experience — former member of the boards of directors of Quantum Corporation, AVG Technologies, N.V., Zoran Corporation and Phoenix Technologies, Ltd.·Leadership Experience — Operating Partner at the Riverside Company; prior President and Chief Executive Officer of MokaFive; and current or former member of the boards of directors of numerous major technology companies.·Public Company Board Experience — member of the board of directors of comScore; and former board member of Quantum Corporation and AVG Technologies.·Business Combinations and Partnerships Experience — former member of the boards of directors of Quantum Corporation, AVG Technologies, N.V., Zoran Corporation and Phoenix Technologies, Ltd.·Financial Experience — over 10 years of capital markets and corporate governance experience.
Kenneth Y. HaoManaging Partner and Managing Director, Silver Lake PartnersAge: 50Director Since: 2016Committee Memberships:·NoneOther Current Public Boards:·Smart Global Holdings, Inc.·SolarWinds CorporationMr. Hao has served as a member of our Board since 2016. Mr. Hao joined Silver Lake Partners in 2000 and currently serves Silver Lake as a Managing Partner and Managing Director. Mr. Hao also serves on the boards of directors of SMART Global Holdings, Inc. and SolarWinds Corporation, as well as on the boards of directors of a number of private companies in Silver Lake’s portfolio. Prior to joining Silver Lake, he was an investment banker with Hambrecht & Quist, where he served as a Managing Director in the Technology Investment Banking group. He also serves on the Executive Council for UCSF Health. Mr. Hao graduated from Harvard University with a Bachelor’s degree in economics.Director Qualifications:·Industry and Technology Experience — over 25 years of technology investment experience; member of the boards of directors of many public and private technology companies.·Global Experience — extensive experience investing in large global businesses and established Silver Lake’s Asia business.·Leadership Experience — Managing Partner and Managing Director of Silver Lake and member of the boards of directors of numerous major technology companies.·Public Company Board Experience — member of the boards of directors of SMART Global Holdings, Inc.; and SolarWinds Corporation former board member of Broadcom Limited and Netscout Systems, Inc.·Business Combinations and Partnerships Experience — Managing Partner and Managing Director of Silver Lake Partners and former investment banker with Hambrecht & Quist.·Financial Experience — over 25 years of investment experience in complex transactions.
Richard S. HillInterim President and Chief Executive OfficerAge: 67Director Since: 2019Committee Memberships:·NoneOther Current Public Boards:·Arrow Electronics, Inc.·Cabot Microelectronics Corporation·Marvell Technology Group, Ltd.·Xperi CorporationMr. Hill has served on our Board since January 2019 and as our Interim President and CEO since May 2019. Mr. Hill has also served as Chairman of the board of directors of Marvell Technology Group Ltd., a semiconductor company, since May 2016 and as a member of the boards of directors of Arrow Electronics, Inc., an electronic components and enterprise computing solutions company, since 2006, Cabot Microelectronics Corporation, a chemical mechanical planarization supplier, since June 2012, and Xperi Corporation, an electronic devices development company, since August 2012 and as its Chairman since March 2013. Mr. Hill previously served as the Chairman and Chief Executive Officer and member of the board of directors of Novellus Systems Inc. until its acquisition by Lam Research Corporation in June 2012. Before joining Novellus in 1993, Mr. Hill spent 12 years with Tektronix Corporation, a leading designer and manufacturer of test and measurement devices. Previously, Mr. Hill served on the boards of directors of several technology companies, including Autodesk, Inc. from March 2016 to June 2018, Yahoo! Inc. from April 2016 to June 2017, Planar Systems, Inc. from June 2013 to December 2015 and LSI Corporation from 2007 to May 2014. Mr. Hill received a Bachelor of Science degree in bioengineering from the University of Illinois in Chicago and a Master of Business Administration degree from Syracuse University.Director Qualifications:·Industry and Technology Experience — member of the boards of directors of Marvell Technology Group, Arrow Electronics, Cabot Microelectronics and Xperi Corporation.·Global Expertise - former Chairman and Chief Executive Officer of Novellus Systems, Inc. and former interim Chief Executive Officer of Xperi Corporation; chairman of the board of Marvell Technology Group and Xperi Corporation.·Leadership Experience —former Chairman and Chief Executive Officer of Novellus Systems, Inc. and former interim Chief Executive Officer of Xperi Corporation; chairman of the board of Marvell Technology Group and Xperi Corporation.·Public Company Board Experience — member of the board of directors of Marvell Technology Group, Arrow Electronics, Cabot Microelectronics and Xperi Corporation.·Business Combinations and Partnerships Experience — member of the board of directors of Marvell Technology Group, Arrow Electronics, Cabot Microelectronics and Xperi Corporation.
David W. HumphreyManaging Director, Bain CapitalAge: 42Director Since: 2016Committee Memberships:·NoneOther Current Public Boards:·Genpact LimitedMr. Humphrey has served as a member of our Board since August 2016 when he joined in connection with Bain Capital’s investment in Symantec, prior to which he served on Blue Coat’s board of directors since May 2015. He is a Managing Director of Bain Capital, a private equity firm, where he co-leads the firm’s investing efforts in technology, media and telecom investments and where he has worked since 2001. Prior to joining Bain Capital, Mr. Humphrey was an investment banker in the mergers and acquisitions group at Lehman Brothers from 1999 to 2001. He serves on the board of directors of Genpact Limited and on the board of directors of a number of private companies in Bain Capital’s portfolio. Mr. Humphrey previously served on the boards of directors of Bright Horizons Family Solutions, Inc. Burlington Coat Factory Warehouse Corporation, Skillsoft PLC and Bloomin’ Brands, Inc. He received a Master of Business Administration degree from Harvard Business School and a Bachelor’s degree from Harvard University.Director Qualifications:·Industry and Technology Experience — former member of the board of directors of Blue Coat; Managing Director of Bain Capital; and member of the boards of directors of BMC Software, Inc., Viewpoint Construction Software, Waystar and Genpact Limited.·Global Experience — extensive experience investing in large global businesses.·Leadership Experience — Managing Director of Bain Capital and leader of its technology, media and telecom vertical; and member of the boards of directors of BMC Software, Inc., Viewpoint Construction Software, Waystar and Genpact Limited.·Public Company Board Experience — member of the board of directors of BMC Software and Genpact Limited and former member of the boards of directors of Bright Horizons Family Solutions, Inc., Burlington Coat Factory Warehouse Corporation, Skillsoft PLC and Bloomin’ Brands, Inc.·Business Combinations and Partnerships Experience — Managing Director of Bain Capital and former investment banker with Lehman Brothers.·Financial Experience — Managing Director of Bain Capital and former investment banker with Lehman Brothers.
David L. MahoneyDirectorAge: 65Director Since: 2003Committee Memberships:·Compensation·Nominating & Governance (Chair)Other Current Public Boards:·Adamas Pharmaceuticals, Inc.·Corcept Therapeutics, Inc.Mr. Mahoney has served as a member of our Board since 2003. He previously served as co-Chief Executive Officer of McKesson HBOC, Inc., a healthcare services company, and as Chief Executive Officer of iMcKesson LLC, also a healthcare services company, from 1999 to 2001. Mr. Mahoney is a member of the boards of directors of Adamas Pharmaceuticals, Inc., Corcept Therapeutics Incorporated, and Mercy Corps, a non-profit organization, the board of trustees of Mount Holyoke College, as well as a trustee of the Schwab/Laudus fund family and the San Francisco Museum of Modern Art. He has previously served as a director of a variety of companies, including Tercica Inc. Mr. Mahoney has a Bachelor’s degree from Princeton University and a Master of Business Administration degree from Harvard Business School.Director Qualifications:·Industry and Technology Experience — former co-Chief Executive Officer of McKesson HBOC, Inc.; former Chief Executive Officer of iMcKesson LLC; various executive roles at McKesson Corporation; and former Principal at McKinsey & Co.·Global Experience — former co-Chief Executive Officer of McKesson HBOC, Inc.; former Chief Executive Officer of iMcKesson LLC; various executive roles at McKesson Corporation; and former Principal at McKinsey & Co.·Leadership Experience — former co-Chief Executive Officer of McKesson HBOC, Inc.; former Chief Executive Officer of iMcKesson LLC; various executive roles at McKesson Corporation; and former Principal at McKinsey & Co.·Public Company Board Experience — member of the board of directors of Corcept Therapeutics Incorporated; Lead Independent Director at Adamas Pharmaceuticals, Inc.; and former member of the board of directors of Tercica, Inc.·Business Combinations and Partnerships Experience — former co-Chief Executive Officer of McKesson HBOC, Inc.; former Chief Executive Officer of iMcKesson LLC; various executive roles at McKesson Corporation; and former Principal at McKinsey & Co.·Financial Experience — former roles at McKesson HBOC; serves on the Audit Committee of Corcept Therapeutics Incorporated (former Chair of the Audit Committee) and the Investment Committee of the Schwab/Laudus fund family; served on the Audit Committees of Tercica Inc. and Adamas Pharmaceuticals, Inc.; and Chair of the Finance Committee of Mercy Corps and San Francisco Museum of Modern Art.
Anita M. SandsDirectorAge: 43Director Since: 2013Committee Memberships:·AuditOther Current Public Boards:·Pure Storage, Inc.·ServiceNow, Inc.Ms. Sands has served as a member of our Board since October 2013. She served as Group Managing Director, Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm, from April 2012 to September 2013. Ms. Sands was Group Managing Director and Chief Operating Officer of Wealth Management Americas at UBS Financial Services from April 2010 to April 2012. Prior to that, she was a Transformation Consultant at UBS Financial Services from October 2009 to April 2010. Prior to joining UBS Financial Services, Ms. Sands was Managing Director, Head of Transformation Management at Citigroup’s Global Operations and Technology organization. She also held several leadership positions with RBC Financial Group and CIBC. Ms. Sands is on the boards of directors of ServiceNow, Inc., Pure Storage, Inc. and two private companies. She received a Bachelor’s degree in physics and applied mathematics from The Queen’s University of Belfast, Northern Ireland, a Doctorate in atomic and molecular physics from The Queen’s University of Belfast, Northern Ireland and a Master of Science degree in public policy and management from Carnegie Mellon University.Director Qualifications:·Industry and Technology Experience — former Managing Director and Chief Operating Officer at UBS Financial Services and various executive positions of global financial services firms.·Global Experience — former Managing Director and Chief Operating Officer at UBS Financial Services and various executive positions of global financial services firms.·Leadership Experience — former Managing Director and Chief Operating Officer at UBS Financial Services and various executive positions of global financial services firms.·Public Company Board Experience — member of the boards of directors of ServiceNow, Inc. and Pure Storage, Inc.·Financial Experience — former Managing Director and Chief Operating Officer at UBS Financial Services and various executive positions of global financial services firms.
Daniel H. SchulmanPresident and Chief Executive Officer, PayPal Holdings, Inc.Age: 61Director Since: 2000Committee Memberships:·Nominating & GovernanceOther Current Public Boards:·PayPal Holdings, Inc.·Verizon Communications Inc.Mr. Schulman has served as a member of our Board since 2000. He has served as President and then Chief Executive Officer of PayPal Holdings, Inc., an online payment system company, since September 2014. Previously, Mr. Schulman served as Group President, Enterprise Group of American Express, a financial services company, from 2010 to September 2014. He was President, Prepaid Group of Sprint Nextel Corporation, a cellular phone service provider, from 2009 until 2010. Mr. Schulman served as Chief Executive Officer of Virgin Mobile USA, a cellular phone service provider, from 2001 to 2009, when Sprint Nextel acquired that company. He also served as a member of the board of directors of Virgin Mobile USA from 2001 to 2009. Mr. Schulman is a member of the boards of directors of PayPal Holdings, Inc., Verizon Communications Inc. and a non-profit organization. He received a Bachelor’s degree in economics from Middlebury College and a Master of Business Administration degree, majoring in finance, from New York University.Director Qualifications:·Industry and Technology Experience — President and Chief Executive Officer of PayPal; former Group President, Enterprise Group of American Express; and former Chief Executive Officer and Chief Operating Officer of priceline.com.·Global Experience — President and Chief Executive Officer of PayPal and former Group President of American Express.·Leadership Experience — President and Chief Executive Officer of PayPal; former Group President, Enterprise Group of American Express; former President, Prepaid Group of Sprint Nextel Corporation; former Chief Executive Officer of Virgin Mobile USA; and former Chief Executive Officer and Chief Operating Officer of priceline.com.·Public Company Board Experience — member of the boards of directors of PayPal Holdings, Inc. and Verizon Communications Inc.; and former member of the boards of directors of Virgin Mobile USA and Flextronics International Ltd.·Business Combinations and Partnerships Experience — President and Chief Executive Officer of PayPal and former Chief Executive Officer of Virgin Mobile USA.·Financial Experience — President and Chief Executive Officer of PayPal; former Group President, Enterprise Group of American Express; former President, Prepaid Group of Sprint Nextel Corporation; former Chief Executive Officer of Virgin Mobile USA; and former Chief Executive Officer and Chief Operating Officer of priceline.com.
V. Paul UnruhDirectorAge: 70Director Since: 2005Committee Memberships:·Audit (chair)Other Current Public Boards:·NoneMr. Unruh has served as a member of our Board since 2005 following the acquisition of Veritas, where he had served on the board of directors since 2003. Mr. Unruh retired as Vice Chairman of Bechtel Group, Inc., a global engineering and construction services company, in 2003. During his 25-year tenure at Bechtel Group, he held a number of management positions including Treasurer, Controller and Chief Financial Officer. Mr. Unruh also served as President of Bechtel Enterprises, the finance, development and ownership arm from 1997 to 2001. He is a member of the board of directors of Aconex Ltd., which is traded on the Australian Stock Exchange, and a private company. Mr. Unruh is a Certified Public Accountant.Director Qualifications:·Global Experience — former Vice Chairman of and held various executive positions at Bechtel Group, Inc.; former President of Bechtel Enterprises and member of the board of directors of Aconex Ltd. (Australia).·Leadership Experience — former Vice Chairman of and held various executive positions at Bechtel Group, Inc. and former President of Bechtel Enterprises.·Public Company Board Experience — former member of the boards of directors of Heidrick & Struggles International Inc., Move, Inc., URS Corporation and Aconex Ltd. (Australia).·Business Combinations and Partnerships Experience — former member of the Board of Directors of Veritas Corporation, Move, Inc., and URS Corporation.·Financial Experience — certified public accountant; former Chief Financial Officer, Treasurer and Controller of Bechtel Group, Inc.; former President of Bechtel Enterprises; served on the Audit Committees of Heidrick & Struggles International, Inc. and Move, Inc.
Suzanne M. VautrinotPresident, Kilovolt Consulting Inc.Age: 59Director Since: 2013Committee Memberships:·AuditOther Current Public Boards:·Ecolab, Inc.·Wells Fargo & CompanyMs. Vautrinot has served as a member of our Board since 2013. She has been President of Kilovolt Consulting Inc., an advisory firm, since October 2013. Ms. Vautrinot retired from the United States Air Force in October 2013 after over 30 years of service. During her career with the United States Air Force, she served in a number of leadership positions including Major General and Commander, 24th Air Force/Network Operations from 2011 to October 2013; Special Assistant to the Vice Chief of Staff from December 2010 to 2011; Director of Plans and Policy, U.S. Cyber Command from 2010 to 2010 and Deputy Commander, Network Warfare, U.S. Strategic Command, from 2008 and 2010. Ms. Vautrinot is a member of the board of directors of Ecolab, Inc., Wells Fargo & Company, a private company and a non-profit organization. She received a Bachelor of Science degree from the U.S. Air Force Academy, a Master of Systems Management degree from University of Southern California, and completed Air Command and Staff College as well as Air War College. Ms. Vautrinot was a National Security Fellow at the John F. Kennedy School of Government at Harvard University. In 2017 she was inducted into the National Academy of Engineering.Director Qualifications:·Industry and Technology Experience — Major General and Commander (retired) and various leadership positions of United States Air Force.·Global Experience — Major General and Commander (retired) of United States Air Force; member of the boards of directors of Ecolab, Inc. and Wells Fargo & Company.·Leadership Experience — Major General and Commander (retired) and various leadership positions of United States Air Force.·Public Company Board Experience — member of the boards of directors of Ecolab, Inc. and Wells Fargo & Company.·Financial Experience — serves on the Audit Committees of Ecolab, Inc. and Wells Fargo & Company.Our Executive OfficersThe names of our current executive officers, their ages as of June 14, 2019 and their positions are shown below.NameAgePositionRichard S. “Rick” Hill67Interim President and CEOVincent Pilette47Executive Vice President and Chief Financial OfficerMatthew Brown39Vice President Finance and Chief Accounting OfficerAmy L. Cappellanti-Wolf54Senior Vice President and Chief Human Resources OfficerArt Gilliland48Executive Vice President and GM, Enterprise ProductsSamir Kapuria46Executive Vice President and GM, CBU and Cyber Security ServicesScott C. Taylor55Executive Vice President, General Counsel and SecretaryThe Board chooses executive officers, who then serve at the Board’s discretion. There is no family relationship between any of the directors or executive officers and any other director or executive officer of Symantec.For information regarding Mr. Hill, please refer to “Our Board of Directors” above.Mr. Pilette has served as our Chief Financial Officersince May 2019. Prior to joining us, he served as Chief Financial Officer of Logitech International S.A. from September 2013 to May 2019 and from January 2011 through August 2013, he was Chief Financial Officer of Electronics for Imaging, Inc. Prior to that, he served in a variety of capacities at Hewlett-Packard Company from 1997factors, including the following:December 2010, including Vice Presidentmarket additional products and services;Finance for the Enterprise Server, Storageour customers; and Networkingvice president of finance for the HP Software Group. Vincent has a Master’s degree in engineeringour operating results, gross margins and business from Université Catholique de Louvain in Belgiumwill be harmed.a Master of Business Administration’s degree in business administration from Kellogg School of Management at Northwestern University.Mr. Brown has served asdivestitures create special risks and challenges that could adversely affect our Vice President of Finance and Chief Accounting Officer since January 2019. Prior to that, he served as our Vice President, Finance from August 2016 to January 2019 and as Vice President, Corporate Controller of Blue Coat, Inc. from October 2015 until we acquired that company in August 2016. Previously, he served in various positions at NETGEAR, Inc., a computer networking hardware company, from 2010 to October 2015, most recently as Senior Director, Assistant Controller. Mr. Brown holds a Bachelor of Science degree in business administration from the Walter A. Haas School of Business at U.C. Berkeley.Ms. Cappellanti-Wolf has served as our Senior Vice President and Chief Human Resources Officer since July 2014. Prior to joining us, she served as Chief Human Resources Officer at Silver Spring Networks, Inc., a smart grid products provider, from June 2009 to July 2014. From September 2001 to June 2009, Ms. Cappellanti-Wolf served as Vice President, Human Resources of Cisco Systems, Inc. From 2000 to 2001, she served as a Human Resources Director at Sun Microsystems, Inc. Ms. Cappellanti-Wolf served as Human Resources Director for The Walt Disney Company from 1995 to 2000 and held various roles in human resources with Frito-Lay, Inc., a division of PepsiCo, Inc., from 1988 to 1995. She has a Bachelor’s degree in journalism from West Virginia University and a Master’s degree in industrial and labor relations from West Virginia University.Mr. Gilliland has served as Executive Vice President and General Managerfinancial results.Enterprise Security Unit since November 2018. Priorbusiness strategy, we may acquire or divest businesses or assets. For example, in 2019 we completed the sale of certain of our enterprise security assets to joining us, Mr. Gilliland served as PresidentBroadcom Inc. (the Broadcom sale) and Chief Executive Officerin January 2021, we completed the acquisition of Skyport Systems,Avira. These activities can involve a SaaS managed secure infrastructure provider, from July 2015 until it wasnumber of risks and challenges, including:by Cisco Systemsand the winding down of divested business operations, workforce, products, IT systems, and technologies;February 2018. From 2012retaining customers of acquired businesses, or providing the same level of service to June 2015, Mr. Gilliland served in various positionsexisting customers with Hewlett-Packard, most recently as Senior Vice Presidentreduced resources; General Manager, Enterprise Security Products. Previously he served as Vice Presidentattention; Products and Marketing at IMlogic, which was acquired by Symantec in 2006. Mr. Gilliland holds a Bachelor’s degree in economics from Carleton College and a Masteremployees, including costs associated with the termination or replacement of Business Administration degree from Harvard Business School.Mr. Kapuria has served as our Executive Vice President, Consumer Business Unit and Cyber Security Services since May 2018. Prior to that, he served as our Senior Vice President and General Manager, Cyber Security Services from November 2014 to May 2018, as our Vice President, Products and Services from July 2012 to November 2014, and as our Vice President, Business Strategy and Security Intelligence from April 2011 to July 2012. From October 2004 to April 2011, Mr. Kapuria held numerous other director-level management positions with Symantec. Mr. Kapuria holds a Bachelor’s degree in finance from the Universitythose employees; Mr. Taylor has served as or Executive Vice President, General Counsel and Secretary since August 2008. From February 2007 to August 2008, he served as our Vice President, Legal. Prior to joining Symantec, Mr. Taylor held various legal and administrative positions at Phoenix Technologies Ltd., a provider of core systems software, from January 2002 to February 2007, including most recently as Chief Administrative Officer, Senior Vice President and General Counsel. From May 2000 to September 2001, he was Vice President and General Counsel at Narus, Inc., a venture-backed private company that designs IP network management software. Mr. Taylor is a director of Piper Jaffray Companies, a national advisory board memberliabilities of the Stanford University Center for Comparative Studies on Raceacquired and Ethnicity and serves on the board of trustees of Menlo School. He holds a Juris Doctorate from George Washington University and a Bachelor’s degree from Stanford University.Delinquent Section 16(a) ReportsSection 16 of the Exchange Act requires Symantec’s directors, executive officers and any persons who own more than 10% of Symantec’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish Symantec with copies of all Section 16(a) forms that they file.Based solely on its review of the copies of such forms furnished to Symantec and written representations from the directors and executive officers, Symantec believes that all of our executive officers and directors filed the required reports on a timely basis under Section 16(a), except for Mr. Schulman who did not timely report on a Form 4, the distribution of shares held by DHS 2017 Annuity Trust Agreement II (for which Mr. Schulman exercises voting and dispositive power) to his individual account on April 19, 2018. This transaction reported on a Form 5 that was filed on May 10, 2019.Code of Conduct and Code of EthicsWe have adopted a code of conduct that applies to all of our Board members, officers and employees. We have also adopted a code of ethics for our Chief Executive Officer and senior financial officers,divested business or assets, including our principal financial officer and principal accounting officer. Our Code of Conduct and Code of Ethics for Chief Executive Officer and Senior Financial Officers are posted on the Investor Relations section of our website located at investor.symantec.com, by clicking on “Company Charters,” under “Corporate Governance.” Any amendmentspending or waivers of our Code of Conduct and Code of Ethics for Chief Executive Officer and Senior Financial Officers pertaining to a member of our Boardfuture litigation, investigations or one of our executive officers will be disclosed on our website at the above-referenced address.Identification of Audit Committee and Financial ExpertWe have a separately-designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee, including each member that our Board has determined is an “audit committee financial expert” under SEC rules and regulations, are identified below.Members:Frank E. DangeardDale L. FullerAnita M. SandsV. Paul Unruh (Chair)Suzanne M. VautrinotFinancial Experts:Our Board has unanimously determined that all Audit Committee members are financially literate under current Nasdaq listing standards, and at least one member has financial sophistication under Nasdaq listing standards. In addition, our Board has unanimously determined that V. Paul Unruh qualifies as an “audit committee financial expert” under SEC rules and regulations. Mr. Unruh is independent as defined by current Nasdaq listing standards for Audit Committee membership. Designation as an “audit committee financial expert” is an SEC disclosure requirement and does not impose any additional duties, obligations or liability on any person so designated.Item 11. Executive CompensationExecutive Compensation and Related InformationCOMPENSATION DISCUSSION & ANALYSIS (CD&A)This compensation discussion and analysis (“CD&A”) summarizes our executive compensation philosophy, our fiscal 2019 (“FY19”) executive compensation program and the FY19 compensation decisions made by the Compensation Leadership and Development Committee (the “Compensation Committee”) with respect to the following named executive officers (“NEOs”):·Gregory S. Clark, Former President and Chief Executive Officer (“CEO”);·Nicholas R. Noviello, Former Executive Vice President and Chief Financial Officer (“CFO”);· Amy L. Cappellanti-Wolf, Senior Vice President and Chief Human Resources Officer;·Samir Kapuria, Executive Vice President and General Manager, CBU and Cyber Security Services; and· Scott C. Taylor, Executive Vice President, General Counsel and Secretary.FY19 Financial Results, Compensation and New Leadership
amounts)
percent of target)New Leadership·The composition of our Board changed materially with the appointment of four new independent directors, two of whom replaced long-tenured directors.·In November 2018, Michael Fey resigned as President and COO.·In May 2019, Richard S. “Rick” Hill became our Interim President and CEO, replacing Gregory S. Clark.·In May 2019, Vincent Pilette became our CFO, replacing Nicholas R. Noviello.Despite the challenges we faced in FY19, we remain confident in our Integrated Cyber Defense and Consumer Cyber Safety strategies and our competitive product portfolio. In our Enterprise segment, we are focused on improving operational discipline, increasing sales productivity, expanding operating margins and managing the shift to our ratable cloud delivered solutions. In our Consumer segment, we will continue to execute on multiple initiatives to drive revenue growth. With industry-leading solutions across both our enterprise and consumer businesses, we believe that we are well positioned to participate in a growing opportunity in the cyber defense market. We have an opportunity to enhance stockholder value by building on the leadership and momentum of both our Enterprise and Consumer Cyber Safety segments.Our Compensation Philosophy and PracticesDrive Business SuccessOur executive compensation program is designed to drive our success as a market leader in cybersecurity.Pay for PerformanceWe believe that executive compensation should be tied to our short and long-term performance. It is important to reward outstanding individual performance, team success, and Company-wide results.Attract and RetainWe focus on corporate and individual performance objectives and aim to attract and retain highly-qualified executive officers while maximizing long-term stockholder value.Balancing and Aligning Interests with StockholdersWe are sensitive to our need to balance and align the interests of our executive officers with those of our stockholders, especially when compensation decisions might increase our cost structure or stockholder dilution.Compensation Policies and PracticesWhat We Do:What We Do Not Do:
The majority of pay for our CEO and other NEOs is at risk.
We do not pay performance-based cash or equity awards for unsatisfied performance goals.We provide that short-term incentive compensation is linked directly to our financial results and also takes into account individual performance.Our compensation plans do not have minimum guaranteed payout levels.We reward performance that meets our predetermined goals.We do not provide for automatic salary increases or equity awards grants in offer letters or employment agreements.We cap payouts under our plans to discourage excessive or inappropriate risk taking by our NEOs.We generally do not permit short-sales, hedging or pledging of our stock.We have a relevant peer group and reevaluate the peer group annually.We do not provide “golden parachute” excise tax gross-ups.We have robust stock ownership guidelines for our executive officers and directors.We do not provide excessive severance.We have adopted a comprehensive “clawback” policy, applicable to all performance-based compensation granted to our executive officers.We do not provide executive pension plans or SERPs.We only provide for double-trigger change in control benefits.We do not provide excessive perquisites.
We limit any potential cash severance payments to not more than 1x our executive officers’ total target cash compensation and 2x our CEO’s total base salary.We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval.Our Compensation Committee retains an independent compensation consultant.We do not permit the payment of dividend or dividend equivalents on unvested equity awards.We hold an annual advisory vote on executive compensation.We do not provide single-trigger change of control benefits to executive officers.We seek feedback on executive compensation through stockholder engagement.We generally require one-year minimum vesting on stock options and stock appreciation rights.Strong stockholder support on say-on-pay and Stockholder EngagementAt our 2018 annual meeting of stockholders, we requested that our stockholders cast a non-binding advisory vote on the compensation of our NEOs, also known as “say-on-pay” vote. This proposal passed with approximately 90% of the votes cast in favor. In evaluating our compensation practices in FY19, the Compensation Committee was mindful of the support our stockholders expressed for our philosophy of linking compensation to financial objectives and the enhancement of stockholder value. In addition, management met with or spoke to institutional stockholders representing approximately 55% of outstanding shares and listened to any feedback regarding executive compensation program. As a result, the Compensation Committee retained its general approach to executive compensation and continued to apply the same general philosophy and objectives as in the prior fiscal year in determining executive compensation.FY19 EXECUTIVE COMPENSATIONThe total mix of our NEO compensation, including the portion at risk, is reflected in the graphs below. The major components of target compensation for our NEOs during FY19 were: (i) base salary, (ii) target annual incentive awards and (iii) grant date fair value of long-term equity incentive awards, with the exception of our CEO who did not receive any equity awards for FY19.
Analysis of Compensation ComponentsThe elements of the FY19 compensation for our NEOs was as follows:Compensation ComponentForm of AwardPercent at RiskPerformance vs Time-BasedBase SalaryCash0%NAExecutive Annual Incentive PlanCash(1)100%Performance-BasedEquity Incentive Awards — Restricted Stock Units (“RSUs”)RSUs(2)100%Time-BasedEquity Incentive Awards — Performance-based Restricted Stock Units (“PRUs”)PRUs(2)100%Performance-Based(1) For FY19, except for Mr. Noviello, this award was payable in RSUs, which were granted on May 20, 2019 and vested June 1, 2019. Beginning in fiscal 2020 (“FY20”), the award will be payable in cash.(2) For FY19, our former CEO did not receive any equity awards.I. Base Salary2019 Base SalaryPhilosophyConsiderations·Provide fixed compensation to attract and retain key executives.·Salary reviewed and set annually.·The factors used to determine the amount of salaries include skill set, experience performance contribution levels, the executive officer’s role, positioning relative to peer group and market and our overall salary budget.·Recommendations of the CEO for other executive officers based upon his annual review of performance.The following table presents each NEO’s base salary for FY19.(1) Mr. Kapuria was named an executive officer during FY19 and received a salary increase in connection with his promotion. His salary increased from $390,000 to $440,000 effective May 8, 2018.As presented in the table above, our named executive officers did not receive an increase in annual base salary other than in connection with a promotion for Mr. Kapuria. Our former CEO determined that none of our other NEOs would receive a base salary increase for FY19. In addition, our Board also determined that Mr. Clark would not receive a salary increase in FY19.II. Executive Annual Incentive PlanFY19 Annual Cash Incentive AwardsFY19 Annual Cash Incentive AwardsPhilosophyTarget Amount ConsiderationsAward Design ConsiderationsPerformance Conditions·Establish appropriate short-term performance measures that the Compensation Committee believes will drive our future growth and profitability.·Reward achievement of short-term performance measures.·Payout tied to Company performance consistent with FY19 financial plan.·Offer market competitive incentive opportunities.·Factors used to determine target amounts included: (i) relevant market data; (ii) internal pay equity; and (iii) desired market position role of each NEO.·Non-GAAP Operating Income and Non-GAAP Revenue were the financial metrics selected because we believe: (i) they strongly correlate with stockholder value creation, are transparent to investors and are calculated on the same basis as described in our quarterly earnings releases and supplemental materials, and balance growth and profitability, and (ii) our executive team can have a direct impact on these metrics through skillful management and oversight.·Non-GAAP Operating Income Metric (50% weighing). Non-GAAP Operating Income is defined as GAAP operating income, adjusted, as applicable, to exclude, among other things, stock-based compensation expense, charges related to the amortization of intangible assets, restructuring, separation, transition and other related expenses and contract liabilities fair value adjustment, calculated under 2019 plan exchange rates·Metrics established based on a range of inputs, including external market economic conditions, growth outlooks for our product portfolio, the competitive environment, our internal budgets and market expectations.·Non-GAAP Revenue Metric (50% weighing). Non-GAAP Revenue is defined as GAAP revenue adjusted to exclude contract liabilities fair value adjustment calculated under 2019 plan exchange rates.·Performance payout curves set to drive increased revenue and operating income and in·Individual performance assessment modifier (0-140%) except for CEO.accordance with our FY19 financial plan.·Goals established in first 90 days when performance is indeterminable.·Payable in fully vested RSUs for FY19.·CEO performance should be completely tied to Company financial performance.·Employment through payout date.·See below for more information.Executive Annual Incentive Plan Target Opportunities: The following table presents each NEO’s target incentive opportunity for FY19 under the FY19 Executive Annual Incentive Plan (the “FY19 EAIP”):(1)In connection with Mr. Kapuria’s promotion, his FY19 Individual Annual Incentive Target under the FY19 EAIP increased from 60% to 100% effective May 8, 2018. Mr. Kapuria’s prorated target annual incentive value for FY19 is $427,451.FY19 EAIP Payout Formula: The determination of each NEO’s payout amount under the FY19 EAIP is based on the following formula. The Compensation Committee has discretion to adjust individual awards downward as appropriate by up to 25% of the amount of the incentive award that would otherwise be earned.
The payout curves for each of our metrics for FY19 are set forth in the table below. The non-GAAP operating income and non-GAAP revenue metrics are funded independently of each other and are weighted equally. Except for our CEO, the actual individual payouts could be further modified based on an individual performance factor generally in the range of 0% to 140% based on performance achievement against pre-established individual goals for FY19.
Operating Income
($ millions)
Revenue
($ millions)
Performance
Modifier (%)
a Percentage of
Target (%)Individual Performance AssessmentIndividual performance is evaluated, and taken into account in determining the FY19 EAIP payout for NEOs other than the CEO based on both quantitative and qualitative results in the following key areas:Individual Performance Assessment Components·Financial and operational goals for the executive’s area of responsibility and the entire Company.·Development and management of the executive’s team of employees.·Leadership qualities as well as functional competencies and knowledge for the executive’s area of responsibility.Provided the threshold performance levels for both Company performance metrics are achieved, the CEO evaluates the level of each NEO’s individual performance against the pre-determined goals at fiscal year-end and makes a recommendation to the Compensation Committee. The Compensation Committee makes the final determination with respect to each NEO’s actual payout, which it did for our NEOs in FY19.FY19 EAIP Payout Results:
Metric
(millions)
(millions)
(millions)
Funding (%)
(%)(1) Calculated in FY19 plan exchange rates and excludes stock-based compensation expense, chargesclaims related to the amortizationacquired business or assets; intangible assets, restructuring, separation, transitionacquisition-related debt;other related expenses, contract liabilities fair value adjustment,working capital requirements; and certain litigation settlement gains.(2) Calculated in FY19 plan exchange rates and excludes contract liabilities fair value adjustment.
Salary
Target (%)
Performance
Funding (%)
Performance
Factor (%)
Payout
Amount ($)(4)(1) Mr. Clark did not receive a FY19 EAIP payout.(2) Pursuant to the terms of Mr. Noviello’s Transition Services Agreement dated January 31, 2019 (the “Transition Services Agreement”), Mr. Noviello received 75% of his target FY19 EAIP amount under the Company’s Executive Severance Plan because it was greater than the amount that he would have earned under the FY19 EAIP irrespective of individual performance.(3) Ms. Cappellanti-Wolf, and Messrs. Kapuria and Taylor each earned an individual performance factor of 100%. In determining the appropriate individual performance factor for each of these executives, the Compensation Committee, with recommendation of the CEO, considered leadership, contributions to Symantec’s achievement of its goals, and strategic planning among other factors.(4) The Compensation Committee did not exercise its discretion to reduce any payouts.III. Equity Incentive AwardsIn FY19, we granted our NEOs (other than Mr. Clark who did not receive equity awards in FY19) a mix of RSUs and PRUs (“FY19 RSUs” and “FY19 PRUs”, respectively). In FY19, Messrs. Taylor and Noviello, as FY18 NEOs, were granted a mix of PRUs and RSUs at 70% and 30%, respectively. All other executives, other than Mr. Clark, received a mix of PRUs and RSUs at 50% and 50%, respectively.Equity Incentive AwardsPhilosophyGrant MixAward AmountConsiderationsAward DesignConsiderationsVesting Conditions·Establish appropriate performance measures that the Compensation Committee believes will drive our future growth and profitability.·Equity awards are a mix of RSUs and PRUs.·NEOs’ responsibilities and anticipated future contributions.·Long-term payouts should depend on NEOs’ ability to drive financial performance, including share price appreciation.·RSUs are time-based and vest over three years: (30%/ 30% / 40%), except for 2019, where they vest 40%/ 30%/ 30% with the exception of FY18 NEOs whose RSUs grant vest 30%/30%/40%.·Provide meaningful and appropriate incentives for achieving annual financial goals that the Compensation Committee believes are important for our short- and long-term success.·For our FY18 NEOs (Taylor and Noviello), the mix was 70% PRUs and 30% RSUs.·NEOs’ past grant amounts and amount of unvested equity held by each NEO.·Metrics should align with long-term goal of generating cash and operational execution and allow us to evaluate our short- term strategy while taking into account the performance of our peers.·PRU Metrics:Achievement of FY19 non-GAAP free cash flow (“FCF”); non- GAAP FCF is cash from operating activities less capital expenditures, as reported in the Company’s audited financial statements.·Equity awards should attract and retain talent in a highly competitive market for talent.·For our other NEOs, the mix was 50% PRUs and 50% RSUs.·Competitive market assessment, including practices of peers and similarly situated companies.·Payout amounts should be designed to promote retention for valuable NEOs.·FY19 Non-GAAP EPS; non-GAAP EPS is non-GAAP net income (consistent with the Board approved plan) divided by 680 million fully diluted shares.·Reward NEOs for creating stockholder value over long term.·Mr. Clark did not receive FY19 equity awards.·Gains recognizable by the NEO from equity awards made in prior years.·TSR over three years measured against the Nasdaq 100.·See below for more informationRestricted Stock Units (RSUs): RSUs represent the right to receive one share of Symantec common stock for each vested RSU upon the settlement date, subject to continued employment through each vesting date.(1) Mr. Clark did not receive an RSU award for FY19.(2) In FY19, Messrs. Taylor and Noviello, as FY18 NEOs, were granted a mix of PRUs and RSUs at 70% and 30%, respectively. All other executives, other than Mr. Clark, received a mix of PRUs and RSUs at 50% and 50%, respectively.Performance-based Restricted Stock Units (PRUs): FY19 PRUs granted to our NEOs vest based on the achievement of three metrics: (1) FY19 FCF; (2) FY19 EPS; and (3) three-year relative TSR at the end of fiscal 2021 as measured against the Nasdaq 100 and the completion of a service requirement. The Compensation Committee believed that usingindependently-measured corporate metrics would motivate our executive team by providing distinct separate opportunities to earn awards. The Compensation Committee also believed adding Free Cash Flow as an additional metric to those used in the FY18 PRUs aligned with the Company’s priorities for FY19 of generating strong free cash flow growth.FY19 PRU Performance Metrics OverviewMetricMeasurement PeriodMetric ObjectivesVesting Conditions (1)FY19 Free Cash FlowFY19Aligns with our long-term goal of generating cash and operational execution.Earned portion vests at end of FY20 for FY18 NEOs, and as to 60%/40% at end of FY19/FY20, respectively, for non FY18 NEOs.FY19 Earnings Per ShareFY19Provides evaluation of strategy execution.Earned portion vests at end of FY20 for FY18 NEOs, and as to 60%/40% at end of FY19/FY20, respectively, for non FY18 NEOs.3-Year Total Shareholder Return vs. Nasdaq 100FY19 through the end of fiscal 2021Provides balance to measure our longer-term performance against comparable companies.Earned portion vests at end of FY21.(1) In addition to the vesting components, the Compensation Committee has broad negative discretion to reduce the amount of the award earned by up to 50% as it determines reasonable and appropriate.
The Compensation Committee certifies the amount of PRUs earned under each of the relevant metrics shortly after the completion of the performance period for each metric.Vesting of Earned FY19 PRU AwardsNEOFY19 FCF MetricFY19 EPS Metric3-Year TSR Performance MetricGregory S. Clark (1)NANANANicholas R. Noviello(2)(3)NANANAAmy L. Cappellanti-Wolf (4)60% - 3/29/2019;40% - 4/3/202060% - 3/29/2019;40% - 4/3/20204/2/2021Samir Kapuria(4)60% - 3/29/2019;40% - 4/3/202060% - 3/29/2019;40% - 4/3/20204/2/2021Scott C. Taylor (3)100% - 4/3/2020100%-4/3/20204/2/2021(1) Mr. Clark did not receive a PRU award for FY19.(2)Pursuant to the terms of Mr. Noviello’s Transition Services Agreement, he is entitled to vesting and settlement of a portion of his FY19 PRUs, subject to the satisfaction of the applicable performance metrics, without having to satisfy any service requirement.(3)As FY18 NEOs, the FCF and EPS metric components of these awards vest at the end of FY20.(4)Mr. Kapuria and Ms. Cappellanti-Wolf were not NEOs in FY18. Non-NEOs’ awards vest as to 60% of the FCF and EPS component at the end of FY19, and as to 40% of the FCF and EPS component at the end of FY20.FY19 Non-GAAP FCF Metric33% of the shares underlying the FY19 PRUs are eligible to be earned based on our achievement of non-GAAP FCF at the end of FY19. The following table presents threshold, target and maximum performance levels and payouts of the relative FCF metric:
(millions)**To the extent actual non-GAAP FCF performance falls between two discrete points in the chart above, linear interpolation will be used to determine funding.FY19 Non-GAAP EPS Metric33% of the shares underlying the FY19 PRUs are eligible to be earned based on our achievement of non-GAAP EPS at the end of FY19. The following table presents threshold, target and maximum performance levels and payouts of the relative EPS metric:*To the extent actual non-GAAP EPS falls between two discrete points in the chart above, linear interpolation will be used to determine funding.3-Year TSR Component33% of the shares underlying the FY19 PRUs are eligible to be earned based on our TSR performance relative to the TSR performance of companies comprising the Nasdaq 100 index over the three-year performance period ending on the last day of FY21. The following table presents threshold, target and maximum performance levels and payouts of the relative TSR metric:3-Year TSR PerformanceTSR Performance vs.Nasdaq 100*Funding (%)Below ThresholdBelow 25th percentile0Threshold25th percentile50Target50th percentile100Maximum75th percentile200*To the extent actual TSR performance falls between two discrete points in the chart above, linear interpolation will be used to determine funding.FY19 PRU Award Summary: The following table summarizes the number of FY19 PRUs granted to each NEO, and the amounts earned and vested as of the end of FY19, which are subject to change based on 3-year TSR component of the award and continued service requirements through the end of FY21. For the FY19 FCF metric, we achieved $1,288 million, resulting in funding at 91.2% for this metric. For the FY19 EPS metric, we achieved just over the threshold performance goal of $1.50, resulting in funding at 50.6% for this metric.
PRUs
Granted (#)
Value at Grant ($)
PRUs Earned (#)
EPS PRUs
Earned (#)
3-Year TSR
PRUs
Earned (#)
PRUs
Earned
PRUs
vested(1) Mr. Clark did not receive any FY19 equity awards.(2) Pursuant to the terms of Mr. Noviello’s Transition Services Agreement, he will be entitled to vesting and settlement of a portion of his FY19 PRUs, subject to the satisfaction of the applicable performance metrics, without having to satisfy any service requirement.Previously Granted Long Term Incentive Pay OutcomesFY17 PRU Achievement
The FY17 PRUs were designed with a performance metric that would focus our efforts on producing significantly increased profitability by the end of FY18. The Compensation Committee chose FY18 non-GAAP operating income as the appropriate metric for the FY17 PRUs because it provided a powerful incentive to both complete our business transformation goal while also requiring the executive team to deliver increased profitability. Depending on our achievement of this metric, 0% to 300% of the target shares were eligible to be earned at the end of FY18, subject to additional vesting conditions in certain cases as discussed below. To further encourage continued service to us and our stockholders, for any achievement above 250% of target to be earned, generally, the participant must have been employed by us through the end of FY19 when the additional payout in excess of 250% was made.Below is the summary of FY18 non-GAAP operating income metric achievement for the FY17 PRUs as of the end of FY18.
non-GAAP
Operating
Income
Target ($)
(millions
non-GAAP
Operating
Income
Actual ($)
(millions)
Non-GAAP
Operating
Income
Performance
as a % of
Target
Level
as a % of
Target Award
Shares
as a % of
Target
Shares
at end of
FY18
Shares
as a % of
Target
Shares
at end of
FY19(1) Defined as our FY18 GAAP operating income, adjusted, as applicable, to exclude website security and PKI results included in our third quarter of FY18 results, stock-based compensation expense, charges related to the amortization of intangible assets, restructuring, separation, transition and other related expenses, acquisition and integration expenses, certain gains or losses on litigation contingencies and settlements, the impact from deferred revenue and inventory fair value adjustments as part of business combination accounting entries and certain other income and expense items that management and/or the Compensation Committee considers unrelated to Symantec’s core operations. Non-GAAP operating income was adjusted under FY17 PRUs to (i) allow for the negative impact of up to $91 million of foreign exchange rates on revenue, with no limit on the positive foreign exchange impact, and (ii) adjusted beneficially for changes to Symantec’s capital structure that positively impacted Symantec’s EPS on a non-GAAP Basis, such as cash interest expense savings due to prepayment of indebtedness.Below is the summary of the FY17 PRUs vested and earned by each NEO.
Vested at end of
FY18
end of FY19
Earned and Vested(1)(1) The Compensation Committee did not exercise its discretion to reduce any payouts.FY18 PRU Achievement
The Compensation Committee chose FY18 EPS and relative 2- and 3-year TSR against the Nasdaq 100 index as the applicable performance metrics for the FY18 PRUs. The Compensation Committee selected non-GAAP EPS because it believed this metric could be used to evaluate the execution of our short-term strategy. The one-year EPS metric is balanced by the 2- and 3-year relative TSR metrics, which require us to match or exceed median market results to achieve a payout at target or greater, and provides alignment with stockholders over a more extended time period.Below is the summary of the FY18 non-GAAP EPS metric performance metric achievement for the FY18 PRUs as of the end of FY18.FY18non-GAAP EPSTargetFY18non-GAAP EPSActual(1)Achievementas a Percentageof TargetEligible Shares as a % ofTarget Shares at end of FY18FY18 PRUs $1.64 per share$1.56 per share95.20%50.5% of the FY18 EPS shares (25.25% of the total FY18 PRUs) became eligible to be earned at the end of FY20.(1) We define non-GAAP EPS as non-GAAP net income, calculated in the manner consistent with the annual financial plan presented to and approved by our Board, divided by 675 million fully diluted shares. We calculate non-GAAP net income as GAAP profit before tax reflected in the Company’s condensed consolidated statements of operations as adjusted for the following items: the impact from business combination accounting entries (such as deferred revenue fair value adjustments, and inventory fair value adjustments), stock-based compensation expense, restructuring, separation, transition and other related charges, integration and acquisition expenses, charges related to theasset impairments, amortization of intangible assets, and higher levels of stock-based compensation expense; andrights, impairments of assets, income or loss from discontinued operations, non-cash interest expensetechnology, and amortization of debt issuance costs and certain other itemssales force integrations that are not included indifficult to complete on a timely basis or at all and may be more susceptible to the Company’s non-GAAP results, further adjusted to reflect the Company’s expected ongoing core tax rate, all calculated based on the applicable fiscal year plan level exchange rates.Below is the summary of FY18 non-GAAP EPS metric performance metric achievement for the FY18 PRUs asspecial risks and challenges described above. Any of the endforegoing, and other factors, could harm our ability to achieve anticipated levels of FY18.
Target vs. Nasdaq 100
Target Shares at end of FY19 for
the 2-Year TSR Component(1)(1) Under the FY18 PRU plan, any unearned shares below the target level for the 2-Year Relative TSR are addedprofitability or other financial benefits from our acquired or divested businesses, product lines or assets or to the FY18 3-Year Relative TSR Sharesrealize other anticipated benefits of divestitures or acquisitions.Tablecharges related to discontinuance of ContentsIV. BenefitsFY19 BenefitsBenefitPhilosophy/Rationale401(k) plan and matching contributions, health and dental coverage, life insurance, disability insurance, paid time off, and paid holidays.·Provide our NEOs with competitive broad-based employee benefits on the same terms as are available to all employees generally.Nonqualified deferred compensation plan.·Provide a standard package of benefits necessary to attract and retain executives. two of our named executive officers participated in this plan during FY19. The plan is described further under “Non-Qualified Deferred Compensation in Fiscal 2019,” on page 48.Reimbursement for up to $10,000 for financial planning services.·Provide financial planning assistance given the complexity of executive officer compensation and financial arrangements to allow executives to concentrate on responsibilities and our future success.Car service for our former CEO.·Helps to ensure the security of our CEO, provides a more efficient means of transportation and allows him to concentrate on his responsibilities and our future success.Aircraft lease agreement with our former CEO for Company use of his aircraft.·Helps to ensure the security of our CEO, provides a more efficient means of transportation and allows him to concentrate on his responsibilities and our future success.V. Severance and Change of Control BenefitsThe following table provides information regarding the severance arrangements that we have with certain of our NEOs:FY19 Severance and Change of Control ProtectionsPhilosophyConsiderationsTerms·Intended to ease an NEO's transition due to an unexpected employment termination.·Mitigate any potential employer liability and avoid future disputes or litigation; retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering strategic alternatives.·The employment of our NEOs is “at will,” meaning we can terminate them at any time and they can terminate their employment with us at any time.·Severance arrangements should be designed to: (i) provide reasonable compensation to executive officers who leave our Company under certain circumstances to facilitate their transition to new employment and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.·“Double-trigger” provisions preserve morale and productivity, and encourage executive retention in the event of a change of control.·These provisions are considered a typical component of a competitive executive compensation program for executives among our peer companies.·Transition arrangements should be designed retain and incentivize executive officers until a successor is found and to ensure a smooth transition.·Executive Severance PlanProvides for cash severance and other benefits where the individual’s employment is terminated without cause outside of the change in control context, contingent on a release.·Executive Retention PlanProvides for double trigger acceleration of vesting of equity awards and cash severance benefits where the individual’s employment is terminated without cause, or is constructively terminated, within 12 months after a change in control, contingent on a release; no “golden parachute” excise tax gross-ups.·Nicholas R. Noviello’s Transition Services AgreementProvides for certain transition and severance benefits, including continued vesting and participation in FY19 EAIP and severance benefits in the event of an earlier termination of employment.DetailsIn response to changes in industry structure and market conditions, we may be required to strategically reallocate our resources and consider restructuring, disposing of, each individual NEO’s severance payments and benefits and Nicholas R. Noviello’s Transition Services Agreement, including estimatesor otherwise exiting certain businesses. Any decision to limit investment in or dispose of amounts payable in specified circumstances in effect as of the end of FY19, are disclosed under “Potential Payments Upon Termination or Change-in-Control” below.Key Compensation and Governance PoliciesPolicyConsiderationsMaterial FeaturesStock Ownership Guidelines·Promote stock ownership in the Company.·More closely align the interests of our NEOs with those of our stockholders.·6x base salary for CEO.·CFO and President, 3x base salary.·Executive Vice Presidents, 2x base salary.·4 years from executive officer designation to comply.·During 4-year transition period, must retain at least 50% of net-settled equity award shares until ownership requirement is met.·Includes shares owned outright, excludes stock options and unvested RSUs and PRUs.·As of June 14, 2019, three NEOs have reached ownership requirements.Anti-Hedging and Anti-Pledging Policies·Permitting hedging is viewed as a poor pay program practice, as it insulates executives from stock price movement and reduces alignment with stockholders.·Pledging raises potential risks to stockholder value, particularly if the pledge is significant.·No employee, officer or director may acquire, sell or trade in any interest or position relating to the future price of the Company's securities, such as a put option, a call option or a short sale.·Waiver granted for Mr. Feld to exercise forward contracts that were in existence before he became a board member.·Covered persons are prohibited from holding company securities in a margin account or pledging Company securities as collateral for a loan.Insider Trading Policy·Prohibit insiders from taking advantage of material non-public information.·Prohibits the purchase or sale of securities while in possession of material non-public information.·Directors, CEO, President and CFO must conduct any open market sales of our securities only through use of Rule 10b5-1 stock trading plans.Clawback Policy·Permit us to recoup performance-based cash and equity awards when such awards were not properly earned or when executives have engaged in inappropriate actions·Applies to all executive officers.·Allows recoupment of performance-based cash and equity awards if (i) we are required to restate our financial statements due to fraud or intentional misconduct or (ii) an executive officer violates certain Company policies2020 Interim President and CEO and 2020 CFO CompensationThe compensation packages for our new Interim CEO and new CFO were approved by our Compensation Committee in May 2019 and are describedotherwise exit businesses may result in the table below.Interim President and CEO CompensationCompensation ElementDescriptionRationaleBase Salary·$1,000,000·Identical to former CEO and in line with peers.Annual Cash Incentive·150% of base salary·Tracks our past practice of compensation for CEO under the EAIP.Long-term Incentive·$1.2 million RSU award.·Performance stock option to purchase stock with an aggregate value equal to $18 million for maximum performance and $9 million for target performance.·Smaller time-based award to vest over 12 months to promote retention and align interests with those of stockholders as the value of the award is correlated to our stock price.·Special one-time new hire grant to focus executive on two key metrics: non-GAAP operating income margin and non- GAAP revenue.Benefits·Pro-rata vesting of RSU if Mr. Hill is not the CEO immediately prior to a change in control.·Double trigger vesting of option if Mr. Hill is the CEO immediately prior to a change in control with performance deemed achieved at target levels.·Full vesting if option is not assumed or substituted in the event of a change in control·$40,000 monthly stipend for travel.·Change in control protection provisions help Mr. Hill focus on what is best for stockholders by making him neutral to a potential transaction.·Mr. Hill is not eligible to participate in the Symantec Executive Severance Plan and the Symantec Executive Retention Plan.·Monthly travel stipend to be used for his travel and housing accommodations that are not otherwise covered by our business expense policies.CFO CompensationCompensation ElementDescriptionRationaleBase Salary·$650,000·Identical to former CFO and in line with peers.Annual Cash Incentive·100% of base salary.·Tracks Company’s past practice of compensation for CEO under the EAIP.·One-time sign on bonus in line with Company and peer practices.Long-term Incentive·$9 million new hire award (30% RSUs/70% PRUs)·$5 million long-term equity award (30% RSUs/70% PRUs).·Restricted shares equal to $3 million for purchase of $10 million in Company stock on the open market.·Long-term equity grant similar to grants made to former CFOs.·One-time grant to encourage executive’s investment in the Company and alignment with stockholders. Executive received a $3 million restricted share grant upon the purchase of $10 million in the open market, with vesting on the $3 million grant over 3 years.Benefits·Participate in Executive Severance Plan and Executive Retention Plan.·Similar to treatment of other executives.General Approach to Determining CompensationCompensation Committee Decision ProcessThe Compensation Committee oversees the compensation of our NEOs and our executive compensation program and initiatives. The Compensation Committee typically reviews executive officer compensation, including base salary, short-term incentives and long-term incentives, in the first half of each fiscal year, to understand competitive market compensation levels and practicesspecial charges, such as technology-related write-offs, workforce reduction costs, charges relating to consolidation of excess facilities, or claims from third parties who were resellers or users of discontinued products. Our estimates with respect to the useful life or ultimate recoverability of our carrying basis of assets, including purchased intangible assets, could change as a result of such assessments and decisions. Although in certain instances our vendor agreements allow us the option to cancel, reschedule, and adjust our requirements based on the most recently completed year. In connection with this review, the Compensation Committee considers any input it may receive from our CEO in evaluating the performance of each executive officer and sets each executive officer’s total target direct compensation for the current year based on this review and the other factors described below.
We have based most, if not all, of our prior compensation determinations, including those made for FY19, on a variety of factors, including:·A focus on pay-for-performance·A total rewards approach·An appropriate pay mix·Avoidance of compensation arrangements that encourage excessive or inappropriate risk taking by our executives·Appropriate market positioning·In the case of equity awards, burn rate and dilution·Company performance and individual performance·The Company’s financial condition and available resources·The accounting and cash flow implications of various forms of executive compensation·Our need for a particular position to be filled·The recommendations of our CEO (other than with respect to his own compensation)As discussed under “Role of Compensation Consultant” below, for FY19, the Compensation Committee engaged a compensation consultant and once again conducted a formal benchmarking review. In establishing compensation for executive officers other than our CEO, the Compensation Committee gives weight to the recommendations of our CEO, but final decisions about the compensation of our NEOs are made by our Compensation Committee.From time to time, special business conditions may warrant additional compensation, such as sign-on bonuses, or equity awards in connection with promotions or in recognition of significant accomplishments, to attract, retain or motivate executive officers. In these situations, we consider our business needs, and the potential costs and benefits of special rewards.Role of Compensation ConsultantThe Compensation Committee generally retains an independent compensation consultant to help understand competitive compensation levels and incentive designs. The independent compensation consultant is solely hired by, and reports directlyour loss contingencies may include liabilities for contracts that we cannot cancel, reschedule or adjust with suppliers.Compensation Committee. The Compensation Committee has sole authority to retain and terminate the independent compensation consultant. At the Compensation Committee’s discretion, the independent compensation consultant:·attends Compensation Committee meetings;·assists the Compensation Committeeliabilities for excess facilities are affected by changes in determining peer companies and evaluating compensation proposals;·assists with the design of incentive compensation programs; and·conducts compensation-related research.In January 2019, the Compensation Committee replaced Mercer with Compensia as its compensation consultant.Competitive Market AssessmentsMarket competitiveness is one factor that the Compensation Committee considers each year in determining a NEO’s overall compensation package, including pay mix. The Compensation Committee relies on various data sourcesreal estate market conditions. Additionally, we are required to evaluate the market competitiveness of each pay element, including publicly-disclosed data from a peer group of companies and published survey data from both the peer group companies and a broader set of information technology companies that the Compensation Committee believes represent our competition in the broader talent market, based on the advice of Mercer and Compensia, outside consulting firms engaged by the Compensation Committee during FY19. The proxy statements of peer group companies provide detailed pay data for the highest-paid executives. Survey data, which we obtain from the Radford Global Technology Survey, provides compensation information on a broader group of executives, with positions matched based on specific job scope and responsibilities. The Compensation Committee considers data from these sources as a framework for making compensation decisions for each NEO’s position.The Compensation Committee reviews our peer groupgoodwill impairment on an annual basis with inputand between annual evaluations in certain circumstances, and future goodwill impairment evaluations may result in a charge to earnings.its compensation consultants, and the group may be adjusted from timesuch technology. Broadcom has committed to time based on, among other factors, a comparison of revenues, market capitalization, industry, peer group performance, merger and acquisition activity and stockholder input. The Compensation Committee evaluated our peer group for FY19 and determinedprovide these Engine-Related Services substantially to keep the companies otherwise the same extent and in substantially the same manner, as the peer group for FY18. The following criteria were used to select our peer group for evaluating named executive officer pay levels in connectionhas been historically provided under a license agreement with setting compensation for FY19:·Business with software development focus including security related businesses where possible;·Similar breadth, complexity and global reach as us; and·Annual revenue 0.5x to 2.0x as a starting point but including companies based on an assessment of overlapping geography, engineering focus and executive talent competition.The Compensation Committee selected the following companies as our FY19 peer group:FY19 Symantec Peer GroupActivision Blizzard, Inc.eBay Inc.Red Hat Inc.Adobe Systems IncorporatedElectronic Arts Inc.Salesforce.com, Inc.Autodesk, Inc.FireEye, Inc.Synopsys, Inc.Akamai Technologies Inc.Intuit Inc.VMware, Inc.CA, Inc.Palo Alto Networks Inc.Citrix Systems, Inc.PayPal Holdings, Inc.Toward the end of FY19, the Compensation Committee again reviewed our peer group for FY20 and made certain changes based on the following criteria:·Focus on software development, or software and engineering-driven companies·Compete with Symantec for talent·Are generally comparable in terms of complexity and global reach·Are generally comparable in terms of size (~0.3x – 2.0x revenue, greater variability in market cap)The Compensation Committee selected the following companies astsFY20 peer group:FY20 Symantec Peer GroupAkamai Technologies Inc.F5 Networks Inc.*Proofpoint Inc.*Autodesk, Inc.FireEye, Inc.Red Hat Inc.CA, Inc.Fortinet, Inc.*ServiceNow, Inc.*Cadence Design Systems Inc.*Intuit Inc.Splunk Inc.*Citrix Systems, Inc.Juniper Networks Inc.*Synopsys, Inc.eBay Inc.NetApp, Inc.*VMware, Inc.Electronic Arts Inc.Palo Alto Networks Inc.* Newly added.Activision Blizzard, Adobe, PayPal HoldingsNorton business, and salesforce.com were also removed fromif Broadcom fails to deliver these Engine-Related Services it would result in significant business disruption, and our FY20 peer groupbusiness and operating results and financial condition could be materially and adversely affected. Furthermore, if our current sources become unavailable, and if we are unable to better aligndevelop or obtain alternatives to integrate or deploy them in time, our peer group with the appropriate Company revenueability to compete effectively could be impacted and market cap size.Compensation Risk AssessmentThe Compensation Committee, in consultation with Compensia, has conducted its annual risk analysis of Symantec’s compensation policies and practices, and does not believe that our compensation programs encourage excessive or inappropriate risk taking by our executives or are reasonably likely to have a material adverse effect on Symantec.We believeour business. Additionally, in connection with the Broadcom sale, we lost other capabilities, including certain threat intelligence data which were historically provided by our former Enterprise Security business, the lack of which could have a negative impact on our business and products.design and objectivesCOVID-19 pandemic may affect the productivity of our executiveemployees and our ability to attract and retain key talent. As a result of the pandemic, in March 2020, we transitioned to a remote working environment for the substantial majority of our employees. While our employees have transitioned effectively to working from home, over time such remote operations may decrease the cohesiveness of our employees and our ability to maintain our culture, both of which are integral to our success. Additionally, a remote working environment may impede our ability to undertake new business projects, to foster a creative environment, to hire new employees and to retain existing employees.program provide an appropriate balanceplans, forcing us to reduce awards of incentives forequity-based compensation, which could impair our NEOs, thereby discouraging them from taking inappropriate risks. Among other things,efforts to attract, retain and motivate necessary personnel. If we are unable to hire and retain qualified employees, or conversely, if we fail to manage employee performance or reduce staffing levels when required by market conditions, our business and operating results could be adversely affected.compensation program includesleadership team. The loss of any key employee could result in significant disruptions to our operations, including adversely affecting the following design features:·timeliness of product releases, the successful implementation and completion of company initiatives, our internal control over financial reporting, and our results of operations. In addition, hiring, training, and successfully integrating replacement personnel can be time consuming and expensive, may cause additional disruptions to our operations, and may be unsuccessful, which could negatively impact future financial results.balanced mixdisruption or failure of these systems or operations because of a disaster, cyber-attack or other business continuity event, such as the COVID-19 pandemic, could cause data to be lost or otherwise delay our ability to complete sales and provide the highest level of service to our customers. In addition, we could have difficulty producing accurate financial statements on a timely basis, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results, all of which could adversely affect the trading value of our stock. Although we endeavor to ensure there is redundancy in these systems and that they are regularly backed-up, there are no assurances that data recovery in the event of a disaster would be effective or occur in an efficient manner.If these systems or their functionality do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions.equity;inflationary conditions could make our solutions more expensive or could increase our costs of doing business in certain countries;appropriately balanced fixed (base salary)a failure to promptly remedy these events should they occur, could compromise our systems, and variable compensation (cash incentivesthe information stored in our systems could be accessed, publicly disclosed, lost, stolen, or damaged. Any such circumstance could adversely affect our ability to attract and equity-based awards)·A mix of short-term and long-term incentives, with short-term incentives currently representing a significantly lower proportion of the total mix·Cash and equity incentives solely based on achieving Company performance objectivesmaintain customers as well as strategic partners, cause us to suffer negative publicity or damage to our brand, and subject us to legal claims and liabilities or regulatory penalties. In addition, unauthorized parties might alter information in our “claw-back” right under certain circumstances·Capsdatabases, which would adversely affect both the reliability of that information and our ability to market and perform our services as well as undermine our ability to remain compliant with relevant laws and regulations. Techniques used to obtain unauthorized access or to sabotage systems change frequently, are constantly evolving and generally are difficult to recognize and react to effectively. We may be unable to anticipate these techniques or to implement adequate preventive or reactive measures. Several recent, highly publicized data security breaches, including a large-scale attack on annual cash incentiveSolarWinds customers by a foreign nation state actor and PRU payouts·Stock ownership guidelines which align the interestsa significant uptick in ransomware/extortion attacks at other companies have heightened consumer awareness of this issue and may embolden individuals or groups to target our executive officers withsystems or those of our stockholders·General alignmentstrategic partners or enterprise customers. prevalent low-risk pay practicesBurn Rateexploitation of those vulnerabilities, which would result in increased costs and DilutionWe closely manage howfees incurred in our defense against those proceedings.useoffer very complex solutions, errors, defects, disruptions, or other performance problems with our equitysolutions may and have occurred. For example, we may experience disruptions, outages, and other performance problems due to compensate employees. We thinka variety of “gross burn rate” as the totalfactors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of shares granted under allusers accessing our websites simultaneously, fraud, or security attacks. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. Interruptions in our solutions, could impact our revenues or cause customers to cease doing business with us. Our operations are dependent upon our ability to protect our technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. We could potentially lose customer data or experience material adverse interruptions to our operations or delivery of solutions to our clients in a disaster recovery scenario.equity incentive plans during a period divided bybusiness and key to retaining existing customers and attracting new customers. Our business could be harmed due to errors, defects, disruptions or other performance problems with our solutions causing our customers and potential customers to believe our solutions are unreliable. Furthermore, negative publicity, whether or not justified, including intentional brand misappropriation, relating to events or activities attributed to us, our employees, our strategic partners, our affiliates, or others associated with any of these parties, may tarnish our reputation and reduce the weighted average number of shares of common stock outstanding during that period and expressed as a percentage. We think of “net burn rate” as the total number of shares granted under allvalue of our equity incentive plans during a period, minus the total number of shares returned to such plans through awards cancelled during that period, divided by the weighted average number of shares of common stock outstanding during that period, and expressed as a percentage. “Overhang” we think of as the total number of shares underlying options and awards outstanding plus shares available for issuance under all of our equity incentive plans at the end of a period divided by the weighted average number of shares of common stock outstanding during that period and expressed as a percentage. The Compensation Committee determines the percentage of equity to be made available for our equity programs with reference to the companies in our market composite.brands. In addition, the Compensationrapid rise and use of social media has the potential to harm our brand and reputation. We may be unable to timely respond to and resolve negative and inaccurate social media posts regarding our company, solutions and business in an appropriate manner. Damage to our reputation and loss of brand equity may reduce demand for our solutions and have an adverse effect on our business, operating results, and financial condition. Moreover, any attempts to rebuild our reputation and restore the value of our brands may be costly and time consuming, and such efforts may not ultimately be successful.considersInvestigation, including litigation matters, and potential additional expenses, may adversely affect our business and results of operations.accounting costsAudit Committee completed its internal investigation in September 2018. In connection with the Audit Committee Investigation, we voluntarily self-reported to the SEC. The SEC commenced a formal investigation with which we cooperated. In April 2022, the SEC Staff informed the Company that willit concluded its investigation and does not intend to recommend an enforcement action by the Commission against us.reflectedsignificant. Plaintiffs in these matters may seek recovery of very large or indeterminate amounts. The monetary and other impact of these litigations, proceedings, or actions may remain unknown for substantial periods of time. Further, an unfavorable resolution of litigations, proceedings or actions could have a material adverse effect on our business, financial condition, and results of operations and cash flows. Any future investigations or additional lawsuits may also adversely affect our business, financial condition, results of operations, and cash flows.when establishingwe may be required to record retrospective accruals that adversely affect our results of operations and financial condition.formssegments in which we compete, the extensive patent coverage of equityexisting technologies, and the rapid rate of issuance of new patents, it is possible that the number of these claims may grow. In addition, former employers of our former, current, or future employees may assert claims that such employees have improperly disclosed to us confidential or proprietary information of these former employers. Any such claim, with or without merit, could result in costly litigation and distract management from day-to-day operations. If we are not successful in defending such claims, we could be required to stop selling, delay shipments of, or redesign our solutions, pay monetary amounts as damages, enter into royalty or licensing arrangements, or satisfy indemnification obligations that we have with some of our partners. We cannot assure you that any royalty or licensing arrangements that we may seek in such circumstances will be available to us on commercially reasonable terms or at all. We have made and expect to continue making significant expenditures to investigate, defend, and settle claims related to the use of technology and intellectual property rights as part of our strategy to manage this risk.grantedavailable to us on acceptable terms or at all and may expose us to additional liability. This liability, or our inability to use any of this third-party software, could result in delivery delays or other disruptions in our business that could materially and adversely affect our operating results.sizeterms of one or more of these open source licenses could negatively affect our business.overall pool available. For fiscal 2019,software. We have established processes to help alleviate these risks, including a review process for screening requests from our gross burn rate was 3.08%,development organizations for the use of open source, but we cannot be sure that all open source is submitted for approval prior to use in our net burn rate was 2.51%products. In addition, many of the risks associated with usage of open source may not or cannot be eliminated and could, if not properly addressed, negatively affect our overhang was 9.97%. In fiscal 2019,business.burn rate was significantly higher than prioroutstanding and future indebtedness that could adversely affect our financial condition.primarily due2022 through 2030, and $1,000 million available for borrowing under our revolving credit facility. See Note 10 of the Notes to the lower stock prices usedConsolidated Financial Statements included in this Annual Report on Form 10-K for further information on our outstanding debt. Our ability to convertmeet expenses, remain in compliance with the grant values into numberscovenants under our debt instruments, pay interest and repay principal for our substantial level of sharesindebtedness depends on, among other things, our operating performance, competitive developments, and financial market conditions, all of which are significantly affected by financial, business, economic, and other factors. We are not able to control many of these factors. Accordingly, our cash flow may not be sufficient to allow us to pay principal and interest on our debt, including the high numbernotes, and meet our other obligations. Our level of shares vestedindebtedness could have other important consequences, including the following:released underprincipal on the FY17 PRU grants.term loans and revolving credit facility, our existing senior notes, and other indebtedness, which reduces funds available to us for other purposes such as working capital, capital expenditures, other general corporate purposes, and potential acquisitions;IndependencetsCompensation Consultantspaid Mercer approximately $358,500 for executive compensation servicesmay be more vulnerable to an economic downturn or recession and adverse developments in FY19our business;Compensia approximately $124,920 for executive compensation servicesother covenants in FY19.our debt agreements, which could result in an event of default that, if not cured or waived, may result in acceleration of certain of our debt and would have an adverse effect on our business and prospects and could force us into bankruptcy or liquidation;management engaged and Symantec paid Mercer and Compensia and its affiliates for other services, including approximately $3.592 million to Mercer for other unrelated consulting and business services. We also reimbursed Mercer and Compensia and its affiliates for reasonable travel and business expenses. The Compensation Committee did not review or approve the other services provided by Mercer or Compensia and its affiliates to Symantec, as those services were approved by management in the normal coursewe conduct a significant portion of business within the scopeour operations through our subsidiaries. Accordingly, repayment of the Compensation Committee’s pre-authorization for such services. Basedour indebtedness will be dependent in part on policiesthe generation of cash flow by our subsidiaries and procedures implementedtheir ability to make such cash available to us by Mercerdividend, debt repayment, or otherwise, which may not always be possible. In the event that we do not receive distributions from our subsidiaries, we may be unable to make the required principal and Compensiainterest payments on our indebtedness.ensure the objectivity of its executive compensation consultants and the Compensation Committee’s assessment of Mercer’s independence pursuantus will cease to the SEC rules, the Compensation Committee concludedbe published or will no longer be representative after June 30, 2023. This means that the consulting advice it receives from Mercer is objective and not influenced by Mercer and its affiliates’ other relationships with Symantec and that no conflict of interest exists that will prevent Mercer from being independent consultants to the Compensation Committee.The Compensation Committee establishes our compensation philosophy, approves our compensation programs and solicits input and advice from severalany of our executive officers and Mercer. As mentioned above, our CEO providesLIBOR-based borrowings that extend beyond June 30, 2023 will need to be converted to a replacement rate. In the U.S., the Alternative Reference Rates Committee, a committee of private sector entities convened by the Federal Reserve Board and the Compensation CommitteeFederal Reserve Bank of New York, has recommended the Secured Overnight Financing Rate (SOFR) plus a recommended spread adjustment as LIBOR's replacement. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured lending rate, and SOFR is an overnight rate while LIBOR reflects term rates at different maturities. If our LIBOR-based borrowings are converted to SOFR, the differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in interest costs that are higher than if LIBOR remained available, which could have a material adverse effect on our operating results. Although SOFR is the ARRC's recommended replacement rate, it is also possible that lenders may instead choose alternative replacement rates that may differ from LIBOR in ways similar to SOFR or in other ways that would result in higher interest costs for us. It is not yet possible to predict the magnitude of LIBOR's end on our borrowing costs given the remaining uncertainty about which rates will replace LIBOR.feedbackaccrued interest and other fees, to be immediately due and payable and, to the extent such indebtedness is secured in the future, proceed against any collateral securing that indebtedness.executive officers common stock.makes compensation recommendations (other than with respect to his own compensation) that gothe S&P Information Technology Index
Compensation Committee for their approval. Our CEO, Chief Human Resources Officerliabilities under that Section and General Counsel regularly attendshall not be deemed to be incorporated by reference into any filing of NortonLifeLock under the Compensation Committee’s meetingsSecurities Act or the Exchange Act.provide their perspectivesbe completed in future periods with no expiration date. No shares were repurchased during the three months ended April 1, 2022.competitionForm 10-K.industry,world, empowering nearly 80 million users in more than 150 countries. We are the needstrusted and number one top of mind brand in consumer Cyber Safety, according to the 2022 NortonLifeLock brand tracking study. We help prevent, detect and restore potential damages caused by many cybercriminals.business, information regarding Symantec’s performanceInitial Term Loan, the Delayed Draw Term Loan and other advice specificrevolving credit facility from November 2024 to their areasMay 2026. We borrowed $525 million under the First Amendment of expertise. our Initial Term Loan.addition, atMay 2021, we settled the Compensation Committee’s direction, Mercer works$250 million principal and conversion rights of the New 2.5% Convertible Senior Notes in cash. The aggregate settlement amount of $364 million was based on $24.40 per underlying share into which the 2.5% Convertible Notes were convertible. The extinguishment resulted in an adjustment to stockholders’ equity of $112 million and a loss on extinguishment of $2 million.Chief Human Resources Officer and other membersacquisition of management to obtain information necessary for Mercer to make their own recommendations as to various matters as well as to evaluate management’s recommendations.Equity Grant PracticesThe Compensation Committee generally approves grants toAvira during fiscal 2021. We incurred total costs of $24 million since the named executive officers at its first meeting of each fiscal year, or shortly thereafter through subsequent action. The grant date for all equity grants made to employees, including the named executive officers, is generally the 10th dayinception of the month followingDecember 2020 Plan, primarily related to severance and termination costs.applicable meeting. Ifentire issued and to be issued ordinary share capital of Avast plc, a public company incorporated in England and Wales and a global leader of digital security and privacy headquartered in Prague, Czech Republic (Avast and such transaction, the 10th day is not a business day, the grant is generally made on the previous business day.Proposed Merger). The Compensation Committee does not coordinate the timing of equity awards with the release of material, nonpublic information. RSUs may be granted from time to time throughout the year, but all RSUs generally vest on either March 1, June 1, September 1 or December 1 for administrative reasons. We expect future PRUsProposed Merger will be granted onceimplemented by means of a yearcourt-sanctioned scheme of arrangement under the UK Companies Act 2006, as amended (the Scheme), and remains subject to certain exceptions, vesting occurs only after a two- or three-year performance period.SUPPLEMENTARY POLICIES AND CONSIDERATIONSWe use several additional policies to ensure that the overall compensation structure is responsive to stockholder interests and competitive with the market. Specific policies include:Stock Ownership RequirementsWe believe that in order to align the interests of our executive officers with those of our stockholders, our executive officers should have a financial stake in our company. We have maintained stock ownership requirements for our executive officers since October 2005. For FY19, our executive officers were required to hold the following minimumcertain number of shares:·CEO: 6x base salary;·CFO, COOconditions. Under the terms of the Proposed Merger, Avast shareholders will be entitled to elect to receive, for each ordinary share of Avast held, in respect of their entire holding of Avast shares, either: (i) $7.61 in cash and President: 3x base salary; and·Executive Vice Presidents: 2x base salary.Stock options and unvested RSUs and PRUs do not count toward stock ownership requirements.The executive officer is required to acquire and thereafter maintain the stock ownership required within four years0.0302 of becoming an executive officer of Symantec (or four years following the adoption date of these revised guidelines). During the four-year transitional period, each executive officer must retain at least 50% of all net (after-tax) equity grants until the required stock ownership level has been met.As of June 14, 2019, Messrs. Kapuria, Pilette and Taylor reached the stated ownership requirements for FY19. Messrs. Hill and Gilliland have until fiscal 2023 to meet the stated thresholds. Former executive officers and non-executive officersare not included in the table below. See the table below for individual ownership levels relative to the executive’s ownership requirement.
Requirement(1)
(# of shares)
June 14, 2019
(# of shares)(1)Based on the closing price for a new share of our common stock of $19.36 on June 14, 2019.Recoupment Policies (Clawback)In 2017, we adopted a recoupment,(such option, the Majority Cash Option); or “clawback”, policy applicable to all performance-based compensation granted to the Company’s officers (even after they leave Symantec). In August 2018, our Board further expanded this clawback policy to allow for recoupment for certain violations of the Company’s policies. This updated policy supplements the contractual clawback rights we have had(ii) $2.37 in all of our executive compensation plans since fiscal 2009 (providing for the return of any excess compensation received by an executive officer if our financial statements are the subjectcash and 0.1937 of a restatement due to error or misconduct).Insider Trading, Hedging and Pledging PoliciesOur Insider Trading Policy prohibits all directors and employees from short-selling Symantec stock or engaging in transactions involving Symantec-based derivative securities, including, but not limited to, trading in Symantec-based option contracts (for example, buying and/or writing puts and calls). It also prohibits pledging Symantec stock as collateral for a loan. Notwithstanding this policy, the Board granted a waiver from the prohibition against transactions with respect to derivative securities for Mr. Feld and Starboard solely for the purpose of enabling Starboard to exercise the forward contracts that were in existence before Mr. Feld was appointed to the Board and that were described in Starboard’s Schedule 13D with respect to the Company filed with the SEC on August 16, 2018. The grant of this waiver was conditioned upon Mr. Feld’s and Starboard’s compliance with all applicable laws and all other provisions of our Insider Trading Policy in connection with such derivative securities transactions.In addition, our Insider Trading Policy prohibits our directors, officers, employees and contractors from purchasing or selling Symantec securities while in possession of material, non-public information. It also requires that each of our directors, our Chief Executive Officer, our President, and our Chief Financial Officer conduct any open market sales of our securities only through use of stock trading plans adopted pursuant to Rule 10b5-1 of the Exchange Act. Rule 10b5-1 allows insiders to sell and diversify their holdings in our stock over a designated period by adopting pre-arranged stock trading plans at a time when they are not aware of material nonpublic information about us, and thereafter sell sharesnew share of our common stock (such option, the Majority Stock Option). Based on our undisturbed closing share price of $27.20 on July 13, 2021, and depending on the Avast shareholder elections, the estimated purchase price range for the Avast shares under the Proposed Merger is $8.1 billion to $8.6 billion. Each of the directors of Avast who holds shares has undertaken to elect for the Majority Stock Option in respect of their entire beneficial holdings of Avast shares. We plan to finance the Proposed Merger with existing cash, cash to be generated by operations and new debt financing.Fiscal Year (In millions, except for per share amounts) 2022 2021 Net revenues $ 2,796 $ 2,551 Operating income (loss) $ 1,005 $ 896 Income (loss) from continuing operations $ 836 $ 696 Income (loss) from discontinued operations $ — $ (142) Net income (loss) $ 836 $ 554 Net income (loss) per share from continuing operations - diluted $ 1.41 $ 1.16�� Net income (loss) per share from discontinued operations - diluted $ — $ (0.24) Net income (loss) per share - diluted $ 1.41 $ 0.92 Net cash provided by (used in) operating activities $ 974 $ 706 As of (in millions) April 1, 2022 April 2, 2021 Cash, cash equivalents and short-term investments $ 1,891 $ 951 Contract liabilities $ 1,306 $ 1,265 termsU.S. (GAAP) requires us to make estimates, including judgments and assumptions that affect the reported amounts of their stock trading plans without regardassets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and on various assumptions that we believe to whetherbe reasonable under the circumstances. We evaluate our estimates on a regular basis and make changes accordingly. Management believes that the accounting estimates employed, and the resulting amounts are reasonable; however, actual results may differ from these estimates. Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or not they areprove to have been incorrect, it could have a material impact on our results of operations, financial position and cash flows.possessionNote 1, and a description of material nonpublic information aboutrecently adopted accounting pronouncements and the Company at the timeCompany’s expectations of the sale. All other executives are strongly encouraged to trade using Exchange Act Rule 10b5-1 plans.Taximpact on our Consolidated Financial Statements and Accounting Considerations on CompensationThe financial reporting and income tax consequences to the Company of individual compensation elements are important considerations for the Compensation Committee when it reviews compensation practices and makes compensation decisions. While structuring compensation programs that resultdisclosures is included in more favorable tax and financial reporting treatment is a general principle, the Compensation Committee balances these goals with other business needs that may be inconsistent with obtaining the most favorable tax and accounting treatment for each component of its compensation.Deductibility by Symantec. Section 162(m)Note 2 of the Code generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paidNotes to certain executive officers. While the Compensation Committee may consider the deductibility of awards as one factor in determining our executive compensation, it also looks at other factors in making its executive compensation decisions and retains the flexibility to grant awards or pay compensation the Compensation Committee determines to be consistent with its goals for Symantec’s executive compensation program, even if the awards may not be deductible by Symantec for tax purposes.RecentchangestoSection162(m)inconnectionwiththepassageoftheTaxCutsandJobsActrepealedtheexceptiontothedeductibilitylimitthatwerepreviouslyavailablefor“qualifiedperformance-basedcompensation”(includingstockoptiongrants,performance-basedcashandequityawards,suchasperformance-basedrestrictedstockunits)effectivefortaxableyearsbeginningafterDecember31,2017.CompensationpaidtocertainofourexecutiveofficersfortaxableyearsbeginningpriortoDecember31,2017remainsdeductibleifsuchcompensationwouldotherwisebedeductibleforsuchtaxableyear.TheTaxCutsandJobsActalsoincreasedthenumberofexecutiveofficerswhoareaffectedbythelossofdeductibilityeffectivefortaxableyearsbeginningafterDecember31,2017.Asaresult,anycompensationpaidtocertainofourexecutiveofficersfortaxableyearsbeginningafterDecember31,2017inexcessof$1millionwillbenon-deductibleunlessitqualifiesfortransitionreliefaffordedbytheTaxCutsandJobsActtocompensationpayablepursuanttocertainbindingarrangementsineffectonNovember2,2017.Tax Implications for Officers. Section 409A of the Code imposes additional income taxes on executive officers for certain types of deferred compensation that do not comply with Section 409A. The Company attempts in good faith to structure compensation so that it either conforms with the requirements of or qualifies for an exception under Code Section 409A. Sections 280G and 4999 of the Code imposes an excise tax on payments to executives of severance or change of control compensation that exceed the levels specified in the Section 280G rules. Our named executive officers could receive the amounts shown in the section entitled “Potential Payments Upon Termination or Change-in-Control” (beginning on page 49 below) as severance or change of control payments that could implicate this excise tax. As mentioned above, we do not offer our officers as part of their change of control benefits any gross ups related to this excise tax under Code Section 4999.Accounting Considerations. The Compensation Committee also considers the accounting and cash flow implications of various forms of executive compensation. In its financial statements, the Company records salaries and cash-based performance-based compensation incentives as expenses in the amount paid, or estimated to be paid, to the named executive officers. Accounting rules also require the Company to record an expense in its financial statements for equity awards, even though equity awards are not paid in cash to employees. The accounting expense of equity awards to employees is calculated in accordance with the requirements of FASB Accounting Standards Codification Topic 718. The Compensation Committee believes, however, that the many advantages of equity compensation, as discussed above, more than compensate for the non-cash accounting expense associated with them.Compensation Committee Interlocks and Insider ParticipationThe members of the Compensation Committee during FY19 were Sue Barsamian, Frank Dangeard, Peter Feld, Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller and Daniel H. Schulman. None of the members of the Compensation Committee in FY19 were at any time during FY19 or at any other time an officer or employee of Symantec or any of its subsidiaries, and none had or have any relationships with Symantec that are required to be disclosed under Item 404 of Regulation S-K. None of Symantec’s executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board or Compensation Committee during FY19.Compensation Committee ReportThe information contained in the following report is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by Symantec under the Exchange Act or the Securities Act of 1933 unless and only to the extent that Symantec specifically incorporates it by reference.The Compensation Committee has reviewed and discussed with management the CD&A containedConsolidated Financial Statements included in this Annual Report on Form 10-K. BasedAn accounting policy is deemed to be critical if it requires an accounting estimate to be made based on this reviewassumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. Management believes the following critical accounting policies reflect the significant estimates and discussion,assumptions used in the Compensation Committee has recommendedpreparation of our Consolidated Financial Statements.Boardtangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. Any residual purchase price is recorded as goodwill. The allocation of purchase price requires management to make significant estimates and assumptions in determining the fair values of the assets acquired and liabilities assumed especially with respect to intangible assets.CD&Aposition will be includedsustained on audit, including resolution of related appeals or litigation processes, if any. If we determine that the tax position will more likely than not be sustained on audit, the second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various outcomes. We re-evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.March 29, 2019.By: The Compensation and Leadership Development CommitteeApril 2, 2021 for year-over-year comparisons of the Board:Peter A. Feld (Chair)Sue BarsamianFrank E. DangeardDavid MahoneySummary of Compensationshowssets forth our Consolidated Statements of Operations data as a percentage of net revenues for the periods indicated:Fiscal Year 2022 2021 Net revenues 100 % 100 % Cost of revenues 15 % 14 % Gross profit 85 % 86 % Operating expenses: Sales and marketing 22 % 23 % Research and development 9 % 10 % General and administrative 14 % 8 % Amortization of intangible assets 3 % 3 % Restructuring and other costs 1 % 6 % Total operating expenses 49 % 51 % Operating income (loss) 36 % 35 % Interest expense (5) % (6) % Other income (expense), net 6 % 5 % Income (loss) from continuing operations before income taxes 37 % 34 % Income tax expense (benefit) 7 % 7 % Income (loss) from continuing operations 30 % 27 % Income (loss) from discontinued operations — % (6) % Net income (loss) 30 % 22 % Fiscal Year % Change (In millions, except for percentages) 2022 2021 2022 vs. 2021 Net revenues $ 2,796 $ 2,551 10 % year ended March 29, 2019, compensation awarded2021ora $156 million increase in sales of our consumer security products and a $89 million increase in sales of our identity and protection products. This was driven by the increase in our direct customer count year-over-year and revenue attributable to Avira, which was acquired during the fourth quarter of fiscal 2021.Fiscal Year (In millions, except for per user amounts and percentages) 2022 2021 $ 2,476 $ 2,286 Partner revenues $ 331 $ 270 23.3 21.2 Direct customer count (at quarter-end) 23.5 23.0 Direct average revenue per user (ARPU) $ 8.87 $ 9.01 Annual retention rate 85 % 85 % to, or earned by our Chief Executive Officer, our Chief Financial Officer and the three most highly compensated executive officersusers who were serving as executive officers (other than as our Chief Executive Officer or Chief Financial Officer)have a direct billing relationship with us at the end of FY19 (the “named executive officers”).
Position
Year
($)
($)
Awards
($)(1)(2)(3)
Awards
($)
Incentive Plan
Compensation
($)
Compensation
($) (4)
From time to time, we update our methodology due to changes in the business. In fiscal 2021, the average direct customer count calculation was refined primarily to pro-rate for acquisitions that happen during a quarter, such as Avira, which was acquired in January 2021. The full year average direct customer count is calculated as an average across the quarters.* Mr. Clark resignedCompany, effective May 9, 2019.** Mr. Noviello resigned from the Company, effective May 24, 2019.(1)The amounts shown in this column reflect the aggregate grant date fair valueeffectiveness of RSUs and PRUs, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and was determinedour strategies to improve renewals of subscriptions.fair valuebilling location of the customer.Fiscal Year 2022 2021 Americas 70 % 72 % EMEA 18 % 16 % APJ 12 % 12 % Fiscal Year % Change (In millions, except for percentages) 2022 2021 2022 vs. 2021 Cost of revenues $ 408 $ 362 13 % Fiscal Year % Change (In millions, except for percentages) 2022 2021 2022 vs. 2021 Sales and marketing $ 622 $ 576 8 % Research and development 253 267 (5) % General and administrative 392 215 82 % Amortization of intangible assets 85 74 15 % Restructuring and other costs 31 161 (81) % Total $ 1,383 $ 1,293 7 % Fiscal Year $ Change (In millions) 2022 2021 2022 vs. 2021 Interest expense $ (126) $ (144) $ 18 Interest income — 4 (4) Foreign exchange gain (loss) (2) 1 (3) (Loss) gain on early extinguishment of debt (3) 20 (23) Gain on sale of properties 175 98 77 Transition service expense, net — (9) 9 Other (7) 6 (13) Non-operating income (expense), net $ 37 $ (24) $ 61 Fiscal Year (In millions, except for percentages) 2022 2021 Income (loss) from continuing operations before income taxes $ 1,042 $ 872 Provision for income taxes $ 206 $ 176 Effective tax rate on income (loss) from continuing operations 20 % 20 % Fiscal Year (In millions, except for percentages) 2021 Net revenues $ 1 Gross profit $ 1 Operating income (loss) $ (177) Income (loss) before income taxes $ (176) Income tax expense (benefit) $ (34) Income (loss) from discontinued operations, net of taxes $ (142) Fiscal Year (In millions) 2022 2021 Net cash provided by (used in): Operating activities $ 974 $ 706 Investing activities $ 326 $ (69) Financing activities $ (333) $ (1,903) Increase (decrease) in cash and cash equivalents $ 954 $ (1,244) asof 304 million during fiscal 2021.service inception date orInitial Term Loan, the Delayed Draw Term Loan, and revolving credit facility from November 2024 to May 2026. We borrowed $525 million under the First Amendment of our Initial Term Loan. For additional discussion on the date of modification. For detailsamendment, see Note 10 of the awards granted in FY19, see the table “Grants of Plan-Based Awards”, below.The table below sets forth the service inception or grant date fair value (prior to any applicable modifications) determined in accordance with ASC Topic 718 principles for the performance-related components of these awards. Also set forth below are the service inception or grant date fair values pertainingNotes to the market-related component or the TSR adjustment, determined upon the service inception dates for FY19, and which are not subject to probable or maximum outcome assumptions. Additional details of assumptions used in the valuations of the awards areConsolidated Financial Statements included in Note 13 of our FY19this Annual Report on Form 10-K.
Performance
Conditions Fair Value ($)
Fair Value ($)TableOn May 20, 2021, we settled the $250 million principal and conversion rights of Contents(2)the New 2.5% Convertible Senior Notes in cash. The FY19 PRUs areaggregate settlement amount of $364 million was based on three different performance metrics$24.40 per underlying share into which the 2.5% Convertible Notes were convertible. In addition, we paid $1 million of accrued and unpaid interest through the date of settlement and $1 million of cash dividends that we declared on May 10, 2021.one- or three-year performance periods,Avastmetric. The PRUsAvast shareholder elections, the estimated purchase price range for the Avast shares under the Proposed Merger is $8.1 billion to $8.6 billion. In conjunction with the Earnings Per Share (“EPS”) metric are eligibleProposed Merger, we and certain financial institution parties entered into an Interim Facilities Agreement, under which Bank of America, N.A. and Wells Fargo Bank N.A., as interim lenders, agreed to be earned if we achieve at leastprovide us with certain term loan and revolving facilities in order to finance the threshold level of the EPS performance goal for the one-year performance period ended March 29, 2019. The PRUs with the Free Cash Flow (“FCF”) metric are eligible to be earned if we achieve at least the threshold level of the FCF performance goal for the one-year performance period ended March 29, 2019. The PRUs with the TSR metric are eligible to be earned if we achieve at least the threshold level of the TSR performance goal for the three-year performance period ending April 2, 2021. Depending on our achievement of the ESP metric, 0% to 200% of the target shares are eligible to be earned of which: (i) 60% is eligible for settlement at the end of FY19cash consideration payable and the remaining 40% is eligible for settlement at the end of FY20 for Ms. Cappellanti-Wolf and Mr. Kapuria; or (ii) 100% is eligible for settlement at the end of FY20 for Messrs. Noviello and Taylor. Depending on our achievement of the FCF metric, 0% to 200% of the target shares are eligible to be earned of which: (i) 60% is eligible for settlement at the end of FY19 and the remaining 40% is eligible for settlement at the end of FY20 for Ms. Cappellanti-Wolf and Mr. Kapuria and (ii) 100% is eligible for settlement at the end of FY20 for Messrs. Noviello and Taylor. Depending on our achievement of the TSR metric, 0% to 200% of the target shares are eligible to earned and settled at the end of fiscal year 2021. Mr. Noviello’s awards were subsequently modified based on the terms and conditions set forth in a commitment letter. The Interim Facilities Agreement includes (i) the Interim Facility B, (ii) the Interim Facility A1 and the Interim Facility A2, and (iii) the Interim Revolving Facility which, on or before the final repayment date, are to be repaid/replaced in full by loans made under the definitive financing documentation for the Definitive Facilities (the Facilities Agreement). The obligations under the Facilities Agreement will be guaranteed, jointly and severally, by all of our present and future domestic subsidiaries, with certain exceptions, as applicable. The Facilities Agreement will replace the existing credit facility agreement upon the close of the Transition Services Agreement dated January 31, 2019,transaction.described more fullywill depend on our financial condition, results of operations, capital requirements, general business and market conditions and other investment opportunities.footnote 7 below.Additional termsthe future, but the timing and conditions apply that may affect the actual number of shares that vest or are settled, which include, amongrepurchased will depend on a variety of factors, including price, general business and market conditions and other things, a change in controlinvestment opportunities.the Company, the named executive officer’s termination of employment and the nature of such termination, the Compensation Committee’s authority to exercise negative discretion to reduce up to 50% of the number of shares to be delivered, and the Company’s Compensation Recoupment Policy.(3)The FY19 amounts represent the executive officer’s annual cash incentive award under the FY19 Executive Annual Incentive Plan (“FY19 EAIP”), which was earned in FY19 and paid in FY20. Ms. Cappellanti-Wolf and Messrs. Kapuria and Taylor’s FY19 EAIP amounts were settled in RSUs with a grant date of May 20, 2019 and were fully vested on June 1, 2019. Mr. Noviello received his FY19 EAIP payment in cash at 75% of target pursuant to the terms of the Transition Services Agreement (see page 51 for additional information regarding this arrangement). Mr. Clark was not employed by us at the time the FY19 EAIP was paid out and did not receive any payout.(4)The FY19 amounts are comprised of the following:
Equivalent
on Stock
Awards
($)
Employer
Match ($)
Disability
Insurance
Premiums ($)
Planning
Services ($)
Driver ($)
Use of
Aircraft ($)
Award ($)
Sponsored
Events ($)
Payments(5)Mr. Clark did not receive a FY19 equity award as part his regular executive compensation package. Mr. Clark was not employed by us at the time the FY19 EAIP was paid out and did not receive any payout.(6)We adjusted the performance metrics under our FY17 PRU grants on March 8, 2017 to reflect both the impact of the acquisitions of Blue Coat and LifeLock on the FY17 financial plan and to account for the transformational impact on our business of our cost and complexity reduction initiatives. The incremental modification charges were based on the Company’s stock price on the date of the modification ($29.60) multiplied by the incremental expected achievement percentage multiplied by the number of granted units. Volatility and interest rate were not factors. As a result of these adjustments, incremental fair values of the modified awards are included in the Stock Awards column above and further described in the table below.
Modification
Charge
($)
Modification
Charges)
($)For Messrs. Clark and Noviello, these amounts represent the incremental fair values of modified PRUs that were granted prior to and assumed by us at the closing of the Blue Coat acquisition. Under SEC rules, we are required to disclose in the Stock Awards column the grant date fair value of each equity award computed in accordance with ASC 718. However, no grant date fair value was recorded by Symantec for these awards in accordance with ASC 718 because they were awarded by Blue Coat’s board of directors prior to the closing of the Blue Coat acquisition. As a result, the amounts reported in the Stock Awards column above may understate the compensation awarded to these executive officers for FY17 because they do not include any grant date fair value for such awards.(7)On January 31, 2019, the Company announced that Mr. Noviello was stepping down from his role as Executive Vice President and CFO and entered into a Transition Services Agreement with Mr. Noviello pursuant to which Mr. Noviello would provide certain transition services to the Company. The agreement provided for, among other things, a FY19 retention bonus of $1,000,000 and modified certain of his stock awards which resulted in incremental fair value of the modified stock awards. The following table includes the incremental fair value of the stock awards modified by theTransition Service Agreement for FY19, calculated in accordance with FASB ASC Topic 718. For more information on the Transition Services Agreement, see “Potential Payments Upon Termination or Change-In-Control,” below.
Value per share ($)
Modification Date ($)(8)Mr. Kapuria’s base salary increased in FY19 from $390,000 to $440,000 in connection with his promotion.The following table shows for the fiscal year ended March 29, 2019, certain information regarding grants of plan-based awards to our named executive officers from our incentive plans:Grants of Plan-Based Awards in Fiscal 2019
Equity Incentive Plan Awards
Incentive Plan Awards
Stock
Awards:
Number
of Shares of
Stock
Option
Awards:
Number
of Securities
Underlying
Base
Price
of Option
Value of Stock
($)
($)
($)
(#)
(#)
(#)
(1) (#)
(#)
($/Sh)
Awards (2) ($)(1)Ms. Cappellanti-Wolf and Mr. Kapuria’s RSUs vest as to 40% on June 1, 2019, 30% on June 1, 2020, and 30% on June 1, 2021 and have a grant date fair value of $21.41. Messrs. Noveillo and Taylor’s RSUs vest as to 30% on June 1, 2019, 30% on June 1, 2020, and 40% on June 1, 2021 and have a grant date fair value of $22.08. Mr. Noviello’s RSU was subsequently modified based on the terms of his Transition Service Agreement.(2)The aggregate grant date fair value of the equity incentive plan awards is calculated to be the sum of (i) the target number of PRU shares multiplied by the fair value of our common stock as of the service inception date, plus (ii) the number of RSU shares multiplied by the fair value on grant date, plus (iii) the number of modified stock units multiplied by the incremental fair value of the stock award.(3)The amounts shown in these rows reflect the threshold, target and maximum potential payouts with respect to each applicable metric under the FY19 EAIP using the fair value of $21.76 on March June 28, 2018. The final payout was made in the form of RSUs with a grant date fair value of $20.05 on May 20, 2019 to all participants other than (i) Mr. Noviello’s payout, which was made pursuant to his Transition Services Agreement, and (ii) Mr. Clark, who was not employed by us at the time the FY19 EAIP was paid out and did not receive any payout.(4)The amounts shown in these rows reflect the threshold, target, and maximum potential eligible shares to be earned for the PRUs awarded during FY19 and as further described in the CD&A section beginning on page 26.(5)On January 31, 2019, the Company announced that Mr. Noviello was stepping down from his role as Executive Vice President and CFO and entered into a Transition Services Agreement with Mr. Noviello pursuant to which Mr. Noviello would provide certain transition services to the Company. The agreement provided for, among other things, modification to certain of his stock awards which resulted in incremental fair value of the modified stock awards. A table showing the incremental fair value of the stock awards modified by the Transition Service Agreement, calculated in accordance with FASB ASC Topic 718, is included in the Summary Compensation Table footnotes above.For a summary of the terms of the FY19 Executive Annual Incentive Plan, see “Compensation Discussion & Analysis (CD&A) — Compensation Components — Executive Annual Incentive Plans” above. For a summary of the circumstances in which the equity awards described above will accelerate, see “Compensation Discussion & Analysis (CD&A) — Health and Welfare Benefits; Perquisites — Change in Control and Severance Arrangements” above and “Potential Payments Upon Termination or Change-in-Control” below.The following table shows for the fiscal year ended March 29, 2019, certain information regarding outstanding equity awards at fiscal year-end for our named executive officers.Outstanding Equity Awards at Fiscal Year-End 2019
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Exercise
Price
($)
Expiration
Date
Shares or
Units of
Stock That
Have Not
Vested
(#)
Shares or Units
of Stock That
Have Not
Vested
($) (1)
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
Have Not Yet
Vested
(#)
Incentive
Plan
Awards:
Value of
Unearned
Shares,
Units or
Other Rights
that Have
Not Yet
Vested
($) (1)(1)The market value of the equity awards that have not vested is calculated by multiplying the number of units that have not vested by the closing price of the Company’s stock on March 29, 2019, which was $22.99.(2)43,672 shares vest on June 1, 2019, 85,768 shares vest on April 3, 2020, and 58,230 shares vest on June 1, 2020. Mr. Clark resigned from the Company, effective May 9, 2019.(3)These FY18 PRUs are eligible to be earned at the end of FY20 and are based on the achievement of performance goals for adjusted non-GAAP EPS for the one-year performance period ended March 30, 2018 and the relative TSR ranking for our Company as compared to the Nasdaq 100 index for the two- and three- year performance periods ended March 29, 2019 and ending April 3, 2020, respectively. Based on our achievement of the EPS metric, 50.50% of the EPS target shares were earned, which are reflected in the “Number of Shares or Units of Stock That Have Not Vested” and “Market Value of Shares or Units of Stock That Have Not Vested” columns. The achievement level of the two-year TSR metric was below the threshold, therefore no two-year TSR target shares were earned. Depending on our achievement of the three-year TSR metric, 0% to 200% of the three-year TSR target shares are eligible to be earned and settled at the end of FY20. The number of shares and the payout value set forth above in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Yet Vested” and “Equity Incentive Plan Awards: Value of Unearned Shares, Units or Other Rights that Have Not Yet Vested” columns reflect the threshold potential payout, which represents 50.00% of the target number of PRUs. Each PRU is subject to the Compensation Committee’s certification when approving the number of shares earned thereunder.(4)Represents non-qualified stock options and RSU awards previously granted by Blue Coat and assumed by the Company upon the closing of the Blue Coat acquisition. Upon assumption, by their terms, these awards converted into the right to receive4 million shares of our common stock subject to applicable service or performance-based vesting conditions.(5)These RSUs would vesttsfull Augustthe following table is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on the time of receipt of goods or services, or changes to agreed-upon amounts for certain obligations.Short-Term Payments Long-Term Payments Total (In millions) Contractual obligations: $ 1,001 $ 2,746 $ 3,747 106 250 356 353 73 426 68 437 505 22 80 102 Total $ 1,550 $ 3,586 $ 5,136 2019.(6)28,625 shares vest2022, our total outstanding principal amount of indebtedness is comprised of $1,713 million in Term Loans, $1,500 million in Senior Notes, $525 million in Convertible Senior Notes and $9 million in Mortgage Loans. See Note 10 of the Notes to the Consolidated Financial Statements included in this Annual Report on JuneForm 10-K for further information about our debt and debt covenants.2019, 105,233 shares on April 3, 2020, 28,625, shares vest on June 1, 2020, and 38,166 shares vest on June 1, 2021. Mr. Noviello resigned from the Company, effective May 24, 2019. See “Potential Payments Upon Termination or Change-in-Control” below for additional details regarding the Transition Services Agreement2022, we were in compliance with Mr. Noviello.(7)These FY19 PRUs are eligible to be earned at the end of FY19, FY20 and fiscal 2021, and areall debt covenants.achievementcontractual terms of three different performance metrics with one- or three-year performance periods, dependingthe related Senior Notes, Convertible Senior Notes and credit facility. Interest on variable rate debt was calculated using the interest rate in effect as of April 1, 2022. See Note 10 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information on the metric. The PRUsSenior Notes, Convertible Senior Notes and Term loans.the EPSterms that are enforceable and FCF metrics are eligiblelegally binding and specify all significant terms, including fixed or minimum quantities to be earned if we achieve at leastpurchased; fixed, minimum, or variable price provisions; and the threshold levelapproximate timing of the performance goalstransaction. These amounts include agreements to purchase goods or services that have cancellation provisions requiring little or no payment. The amounts under such contracts are included because management believes that cancellation of these contracts is unlikely, and we expect to make future cash payments according to the contract terms or in similar amounts for similar materials.one-year performance period ended March 29, 2019.Tax Cuts and Jobs Act, which may be paid through July 2025.PRUs withamounts in the TSR metric are eligible to be earned if we achieve at least the threshold leveltable above exclude expected sublease income. See Note 9 of the TSR performance goal for the three-year performance period ending April 2, 2021. Based on our achievement of the ESP metric, 50.6% of the target shares were earned of which: (i) 60% was settled at the end of FY19 and the remaining 40% will be settled at the end of FY20 for Ms. Cappellanti-Wolf and Mr. Kapuria; and (ii) 100% will be eligible for settlement at the end of FY20 for Mr. Taylor. Based on our achievement of the FCF metric, 91.2% of the target shares were earned of which: (i) 60% was settled at the end of FY19 and the remaining 40% will be settled at the end of FY20 for Ms. Cappellanti-Wolf and Mr. Kapuria and (ii) 100% will be eligible for settlement at the end of FY20 for Mr. Taylor. Depending on our achievement of the TSR metric, 0% to 200% of the target shares are eligible to earned and settled at the end of FY21. The shares which are earned but not vested are reflected in the “Number of Shares or Units of Stock That Have Not Vested” and “Market Value of Shares or Units of Stock That Have Not Vested” columns. The number of shares and the payout value set forth above in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Yet Vested” and “Equity Incentive Plan Awards: Value of Unearned Shares, Units or Other Rights that Have Not Yet Vested” columns reflect the threshold potential payout which represents 50.00% of the target number of PRUs. Each PRU is subjectNotes to the Compensation Committee’s certification when approvingConsolidated Financial Statements included in this Annual Report on Form 10-K for further information on leases.number of shares earned thereunder. The vesting for Mr. Noviello’s grants are governed by his Transition Services Agreement.(8)20,380 shares vest on June 1, 2019, 40,025 shares on April 3, 2020, and 27,174 shares vest on June 1, 2020.(9)31,448 shares vest on June 1, 2019, 14,865 shares on April 3, 2020, 23,586 shares vest on June 1, 2020, and 23,586 shares vest on June 1, 2021.(10)10,190 shares vest on June 1, 2019, 20,013 shares on April 3, 2020, and 13,586 shares vest on June 1, 2020.(11)The RSUs vest in full on June 1, 2019.(12)95,298 shares vest on June 1, 2019, 45,043 shares vest on April 3, 2020, 71,473 shares vest on June 1, 2020, and 71,472 shares vest on June 1, 2021.(13)3,202 shares vest on June 1, 2019, 6,290 shares on April 3, 2020, and 4,270 shares vest on June 1, 2020.(14)100% of the shares vest on December 1, 2019.(15)18,402 shares vest on June 1, 2019, 67,650 shares on April 3, 2020, 18,402 shares vest on June 1, 2020, and 24,535 shares vest on June 1, 2021.(16)13,102 shares vest on June 1, 2019, 25,730 shares on April 3, 2020, and 17,468 shares vest on June 1, 2020.The following table shows for the fiscal year ended March 29, 2019, certain information regarding option exercises and stock vested during the last fiscal yearuncertainty with respect to the timing of future cash flows associated with our named executive officers:Option Exercisesunrecognized tax benefits and Stock Vested in Fiscal 2019
Shares
Acquired on
Exercise (#)
Exercise (1) ($)
Shares Acquired
on Vesting (2) (#)
Vesting (3) ($)(1)The value realized upon option exercises is based on the difference between the closing priceother long-term taxes as of our common stock at exercise and the option exercise price.(2)The number of shares and value realized for stock awards set forth above reflect (i) RSUs that vested and settled in FY19, (ii) RSUs granted under the FY19 EAIP on 5/20/2019, which vested and settled on 6/1/2019, and (iii) PRUs that vested in FY19 and were settled in FY20.(3)The value realized upon vesting is based on the closing price of our common stock upon vesting in the case of RSUs and the closing price of our common stock on March 29, 2019 in the case of PRUs.Non-Qualified Deferred Compensation in Fiscal 2019The table below provides information on the non-qualified deferred compensationApril 1, 2022, we are unable to make reasonably reliable estimates of the named executive officers forperiod of cash settlement with the fiscal year ended March 29, 2019.
Contributions in
Last Fiscal
Year
($)(1)
Contributions in
Last Fiscal
Year
($)
Earnings in
Last Fiscal
Year
($)(2)
Withdrawals/
Distributions
($)
Balance at
Last Fiscal
Year-End
($)(3)(1)The amounts reflected include FY19 salary andrespective taxing authorities. Therefore, $556 million in long-term income taxes payable has been excluded from the value of annual cash incentives earned under the FY19 EAIP. The salary portioncontractual obligations table. See Note 13 of the amounts reflected above isNotes to the Consolidated Financial Statements included in the amount reported as “Salary” in the “Summary Compensation Tablethis Annual Report on Form 10-K for FY19. The annual cash incentive portion of the amounts reflected above is included in the amount reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for FY19.(2)The amounts reflected are not included in the Summary Compensation Table for FY19. These amounts consist of dividends, interest and change in market value attributed to each executive officer’s entire account balance during FY19, which balance may include deferred compensation from previous periods. The amounts do not include the deferred compensation themselves. Such earnings were not preferential or above-market.(3)Includes the following amounts which previously were reported as compensation to the named executive officer in our Summary Compensation Table for fiscal years prior to FY19: Mr. Noviello: $81,250 and Mr. Taylor: $255,000.In FY19, certain management employees on our U.S. payroll with a base salary of $180,000 or greater, including each of the named executive officers, were eligible to participate in the Symantec Corporation Deferred Compensation Plan. The plan provides for the opportunity for participants to defer up to 75% of base salary and 100% of variable pay each year and up to 100% of sales commissions as a separate election. Variable pay included annual incentive plan and commission payments. Deferral elections must be made prior to the beginning of a calendar year and cannot be revoked as of the day immediately prior to commencement of that year. Participants have the opportunity to elect each year whether to receive that year’s deferrals upon a specified date or upon termination of employment, and the form of payment elected will be honored regardless of a participant’s length of service.The plan is “unfunded” and all deferrals are general assets of Symantec. Amounts deferred by each participant under the plan are credited to a bookkeeping account maintained on behalf of each participant. The bookkeeping account under the plan will then be adjusted based on the performance of the measurement funds that have been selected by the participant. The measurement funds available under the plan include the investment funds available under our 401(k) plan as well as additional asset classes. Each participant may change their measurement fund selections on a daily basis. Theplan requires that benefits accumulated in the bookkeeping accounts for each participant not meeting a 5-year service requirement be distributed to the participant following his or her termination of employment with us for any reason. If a 5-year service requirement is met, accumulated benefits in the participant’s account will be distributed according to the participant’s designated payment election.Beginning January 1, 2018, upon first entering the Deferred Compensation Plan, a participant has the option to make a one-time election, which will apply to all future account balances to determine how they will be paid in the event of a change in control. By making the one-time election a participant will receive all remaining account balances in a lump sum in the month following the month of termination, if termination occurs within two (2) years following a change in control. If a participant’s employment ended before the change in control, any remaining balances will be distributed in a lump sum within 90 days of the change in control.Potential Payments Upon Termination or Change-In-ControlSet forth below is a description of the plans and agreements (other than the Deferred Compensation Plan) that could result in potential payouts to our named executive officers in the case of their termination of employment and/or a change in control of Symantec. For information regarding potential payouts upon termination under the Deferred Compensation Plan, in which certain of executive officers participate, see “Non-Qualified Deferred Compensation in Fiscal 2019” above.Symantec Executive Retention PlanIn January 2001, the Board approved the Symantec Executive Retention Plan, to deal with employment termination resulting from a change in control of the Company. The plan was modified by the Board in July 2002, April 2006, June 2007, April 2012, February 2016 and January 2018. Under the terms of the plan, all equity compensation awards (including, among others, stock options, RSUs and PRUs) granted by the CompanyProposed Merger, we expect to the Company’s Section 16(b) officers (including our named executive officers) would become fully vested (at target or to the extent of achievement for PRUs) and, if applicable, exercisable followingpay a change in control of the Company (as defined in the plan) after which the officer’s employment is terminated without cause or constructively terminated by the acquirer within 12 months after the change in control.The plan also providespurchase price for the payment of a cash severance benefit for our named executive officers equalAvast shares, ranging from $8.1 billion to one times such officer’s base salary and target payout under the Executive Annual Incentive Plan applicable to such named executive officer in the circumstances described above (i.e., following a change in control of the Company after which the officer’s employment is terminated without cause or constructively terminated by the acquirer within 12 months after the change in control.)Symantec Executive Severance PlanIn April 2012, the Compensation Committee adopted the Symantec Executive Severance Plan to provide severance benefits to specified officers of Symantec, including our named executive officers, which was amended in fiscal 2016. The executive officers must meet certain criteria in order to participate in the plan, including, among other criteria, (i) the executive officer was involuntarily terminated from active employment other than for cause (as defined in the plan); (ii) the executive officer was not terminated due to the sale of a business, part of a business, divestiture or spin-off and offered employment upon terms and conditions substantially identical to those in effect immediately prior to such sale, divestiture or spin-off; and (iii) the executive officer is not entitled to severance under any other plan, fund, program, policy, arrangement or individualized written agreement providing for severance benefits that is sponsored or funded by Symantec.Under the terms of the plan, the executive officer will receive severance payments equal to one times the sum of his or her base salary in effect at the time of his or her involuntary termination. The executive officer will also receive a one-time bonus of $15,000, minus taxes and other legally required deductions. The executive officer is also entitled to receive six months of outplacement services, including counseling and guidance. The executive officer is solely responsible for all COBRA premiums for his or her continuation coverage. In addition, the executive officer will receive an additional payment equivalent to 75% of the executive officer’s prorated target cash incentive award under the Executive Annual Incentive Plan in effect for such fiscal year to the executive officer who was terminated in the second half of such fiscal year and was employed in good standing for a minimum of six (6) months prior to his or her termination date. This payment was added to standardize benefits to all our executive officers and to be competitive with overall market practices.Payment of severance payments, one-time bonus payment, outplacement services and 75% of the prorated target cash incentive award under the Executive Annual Incentive Plan pursuant to the Symantec Executive Severance Plan is subject to the applicable executive officer returning a release of claims against Symantec.Amy L. Cappellanti-WolfThe following table summarizes the value of the payouts to Ms. Cappellanti-Wolf pursuant to the Symantec Executive Retention Plan and the Symantec Executive Severance Plan, assuming a qualifying termination as of March 29, 2019 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of $22.90 on March 29, 2019 minus the exercise price):
Pay ($)
Vesting($)
($)
Vesting ($)Samir KapuriaThe following table summarizes the value of the payouts to Mr. Kapuria pursuant to the Symantec Executive Retention Plan and the Symantec Executive Severance Plan, assuming a qualifying termination as of March 29, 2019 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of $22.90 on March 29, 2019 minus the exercise price):
Pay ($)
Vesting ($)
($)
Vesting ($)Scott C. TaylorThe following table summarizes the value of the payouts to Mr. Taylor pursuant to the Symantec Executive Retention Plan and the Symantec Executive Severance Plan, assuming a qualifying termination as of March 29, 2019 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of $22.90 on March 29, 2019 minus the exercise price):
Pay ($)
Vesting($)
($)
Vesting ($)Former Officers:Gregory S. ClarkThe following table summarizes the value of the payouts to Mr. Clark pursuant to Mr. Clark’s Employment Agreement, assuming a qualifying termination as of March 29, 2019 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of $22.90 on March 29, 2019 minus the exercise price).Mr. Clark served as our President and CEO through May 9, 2019. In connection with Mr. Clark’s departure, he and the Company entered into a separation agreement dated May 9, 2019. Pursuant to the separation agreement, Mr. Clark was not entitled to and did not receive any payouts under his employment agreement. the Symantec Executive Retention Plan, the Symantec Executive Severance Plan or any other severance arrangement.Nicholas R. NovielloAs discussed above, in connection with the CFO transition process announced in January 2019, we entered into the Transitions Services Agreement with Nicholas Noviello, which governed the payments Mr. Noviello would receive through the date of his departure, which was May 24, 2019. Under the Transition Services Agreement, Mr. Noviello was entitled to receive his base salary, continue to participate in the Company’s FY19 EAIP without regard to individual performance, continue to participate in Company benefit programs, and continue to vest in his outstanding restricted stock unit awards through the end of his transition period. Mr. Noviello was also entitled to vesting and settlement of his remaining 44,184 shares under his FY17 PRUs and was eligible to receive a portion of his awards under his FY18 PRUs and FY19 PRUs, subject to achievement of applicable performance metrics,$8.6 billion, upon the completion of the transition period ortransaction in mid-to-late calendar year 2022. In conjunction with the Proposed Merger, we have secured debt under the Interim Facilities which will be available upon an earlier involuntary termination without cause, a constructive termination or his termination due to his death or disability, as if services ended at the endclose of the transition period, subjecttransaction. If the Proposed Merger is completed, our debt obligations will include principal and interest payments related to a releasethese credit facilities. See Note 4 of claims.Following the completion of his transition period, or upon an earlier involuntary termination without cause, a constructive termination or termination dueNotes to death or disability,the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information regarding this business combination and subjectthe related debt instruments.delivery of a release of claims, Mr. Noviello was entitledmeet our working capital needs and support on-going business activities through at least the next 12 months and to receive severance paymentssatisfy our known long-term contractual obligations. We plan to finance the cash consideration payable to Avast primarily with borrowings under our Definitive Facilities. We believe that our existing cash and benefits consistentcash to be generated by operations, along with the Company’s Executive Severance Plan, including a one-time lump sum payment of $665,000, six months of outplacement services and a lump sum payment equal to 75% of Mr. Noviello’s target cash incentive awardamounts available under the FY19 EAIP payment,new credit facility, will satisfy our long-term cash requirements for this transaction. However, our future liquidity and capital requirements may vary materially from those as of April 1, 2022 depending on several factors, including, but only if it would be greater thannot limited to, economic conditions; political climate; the amount paidexpansion of sales and marketing activities; the costs to acquire or invest in businesses; and the risks and uncertainties discussed in “Risk Factors” in Item 1A.as described above.The following table summarizesof 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 connection with the valuesale of paymentsVeritas and the sale of our Enterprise Security business to Mr. NovielloBroadcom, we assigned several leases to Veritas Technologies LLC or Broadcom and/or their related subsidiaries. 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. Refer to Note 18 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information on our indemnifications.his Transition Services Agreement. The intrinsic valuesour investment and foreign exchange policies. We do not use derivatives or other financial instruments for trading or speculative purposes.equity awards set forthcorporate bonds and certificate of deposits, respectively. A change in interest could have an adverse impact on their market value. As of April 1, 2022, the carrying value and fair value of our short-term investments and cash equivalents was $4 million. A hypothetical change in the table below areyield curve of 100 basis points would not result in a significant reduction in fair value.uponon Level 2 inputs. The fair value of these notes fluctuates when interest rates change. Since these notes bear interest at fixed rates, financial statement risk associated with changes in interest rates is limited to future refinancing of current debt obligations. If these notes were refinanced at higher interest rates prior to maturity, our total interest payments could increase by a material amount; however, this risk is mitigated by our strong cash position and expected future cash generated from operations, which will be sufficient to satisfy this increase in obligation.closing priceLondon InterBank Offered Rate (LIBOR). A reasonably possible hypothetical adverse change of 200 basis points in LIBOR would not result in a significant increase in interest expense on an annualized basis.a sharetheir use of intellectual property and technology and for certain corporate services we provide. Our cash flow, results of operations and certain of our common stock of $22.90 on March 29, 2019.CEO Pay Ratiorequired by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act,a result, we are providingexposed to foreign exchange gains or losses which impacts our operating results.ratiopotential effects of currency fluctuations on our results of operations, through which we enter into monthly foreign exchange forward contracts on our assets and liabilities denominated in currencies other than the annual total compensation of Mr. Clark, our former CEO, to the median of the annual total compensationfunctional currency of our employees.subsidiaries. We believe that the pay ratio disclosed below is a reasonable estimate calculateddo not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure in a manner consistentthat entirely offsets the effects of the changes in foreign exchange rates. The gains and losses on these foreign exchange contracts are recorded in Other income (expense), net in the Consolidated Statements of Operations.Item 402(u)notional amounts of Regulation S-K. SEC rules for identifying$346 million and $338 million, respectively, to hedge foreign currency balance sheet exposure, with an insignificant fair value. A hypothetical ten percent depreciation of foreign currency would not result in a significant reduction in fair value of our forward contracts. This analysis disregards the median employeepossibilities that the rates can move in opposite directions and calculatingthat losses from one geographic area may be offset by gains from another geographic area.pay ratio allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparableNotes to the pay ratioConsolidated Financial Statements in this Annual Report on Form 10-K.other companies.Symantecan issuer in the reports that it files or submits under the Exchange Act is a global cybersecurity companyaccumulated and operates in 47 countries. Ascommunicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our management (with the participation of our Chief Executive Officer and Chief Financial Officer) has conducted an evaluation of the endeffectiveness of FY19, March 29, 2019, we employed 11,921 employees globally. Of our total workforce, approximately 46% was baseddisclosure controls and procedures (as defined in the United StatesRules 13a-15(e) and 54% was based outside15d-15(e) of the United StatesSecurities Exchange Act).FY19. the period covered by this Annual Report on Form 10-K.compensation programsmanagement is responsible for establishing and reward offerings are designed to reflect local market practices across our global operations.Pay Ratio:·Mr. Clark’s FY19 annual total compensation was $2,921,038, as reportedmaintaining adequate internal control over financial reporting (as defined in the “Total” columnRules 13a-15(f) and 15d-15(f) of the “2019 Summary Compensation Table” in this report.·The FY19 annual total compensationExchange Act) for NortonLifeLock. Our management, with the participation of our median employee (other thanChief Executive Officer and our CEO) was $115,899.·Based on this information, the pay ratioChief Financial Officer, has conducted an evaluation of the annual total compensationeffectiveness of our CEO tointernal control over financial reporting as of April 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the medianCommittee of Sponsoring Organizations of the annual total compensationTreadway Commission (COSO).employees is 25.2 to 1.Identification of the Median Employee:For purposes of identifying our median employee, we used our global employee populationinternal control over financial reporting, as of March 29, 2019, identified based on our global human resources system of record, inclusive of all regular employees employed by the company as of that date. We used total direct compensation as our consistently applied compensation measure. In this context, total direct compensation is the sum of the value of base salary or base wages earned, whichApril 1, 2022, has been annualized with respect to permanent employees, the annual incentive target amount or annual commission target amountaudited by KPMG LLP, an independent registered public accounting firm, as stated in effect as of March 29, 2019, and the grant date fair value of all equity awards granted during FY19. Cash compensation figures were converted from local currency to U.S. dollars using the exchange rate the Company used for 2019 internal budgeting purposes. Symantec didnot utilize the de minimis exemption to eliminate countries representing no more than 5% of our global populationtheir report, which is included in the aggregate as allowed by SEC rules.Director CompensationThe following table provides information for FY19 compensation for all of our current and former non-employee directors:
or Paid in
Cash
($)(1)(2)
Awards
($)(3)(4)
($)(1)Non-employee directors receive an annual retainer fee of $50,000 plus an additional annual fee of $15,000 (Compensation Committee and Nominating and Governance Committee) or $20,000 (Audit Committee) for membership on each committee. The chair of each committee receives an additional annual fee of $15,000 (Nominating and Governance Committee) or $25,000 (Audit Committee and Compensation Committee). The Lead Independent Director/Independent Chairman receives an annual fee of $100,000 (reduced to $75,000 for 2020).(2)Includes payments for fractional share(s) from stock awards granted to each non-employee director.(3)Amounts shown in this column reflect the aggregate full grant date fair value calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for awards granted during FY18.(4)Each non-employee director, other than Ms. Barsamian and Messrs. Feld, Fuller, Hill and Miller, was granted 12,320 RSUs on May 17, 2018, with a per-share fair value of $22.32 and an aggregate grant date fair value of $274,982.40. The balance of each such director’s fee was paid in cash as reported in the “Fees Earned or Paid in Cash” column in the table above. No non-employee director had any outstanding stock awards as of March 29, 2019.(5)Ms. Barsamian and Mr. Hill were appointed to our Board on January 7, 2019 and received a pro-rated portion of non-employee director fees from the date of such director’s appointment on January 7, 2019 through the end of FY19. Ms. Barsamian and Mr. Hill were each granted 2,717 RSUs on February 5, 2019, with a per-share fair value of $22.80 and an aggregate grant date fair value of $61,947.60. The balance of each such director’s fee was paid in cash as reported in the “Fees Earned or Paid in Cash” column in the table above.(6)In lieu of cash, Ms. Barsamian elected to receive 100% of the pro-rated portion of her annual retainer fee of $50,000 in the form of our common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, Ms. Barsamian was granted 494 shares at a per share fair value of $22.80 and an aggregate grant date fair value of $11,263. The balance of Ms. Barsamian’s fee was paid in cash as reported in the “Fees Earned or Paid in Cash” column in the table above.(7)Messrs. Feld and Fuller were appointed to our Board on September 16, 2018 and each received pro-rated portions of such director’s non-employee director fees from the date of his appointment on September 16, 2018 through the end of FY19. Messrs. Feld and Fuller were granted 6,764 RSUs on December 7, 2018, with a per-share fair value of $21.78 and an aggregate grant date fair value of $147,320. The balance of each such director’s fee was paid in cash as reported in the “Fees Earned or Paid in Cash” column in the table above.(8)In lieu of cash, Mr. Feld elected to receive 100% of the pro-rated portion of his annual retainer fee of $50,000 in the form of our common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, Mr. Feld was granted 1,229 shares at a per share fair value of $21.78 and an aggregate grant date fair value of $26,767. The balance of Mr. Feld’s fee was paid in cash as reported in the “Fees Earned or Paid in Cash” column in the table above.(9)In lieu of cash, Messrs. Hao and Humphrey each received 100% of his respective annual retainer fee of $50,000 in the form of our common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, each was granted 2,240 shares at a per share fair value of $22.32 and an aggregate grant date fair value of $49,997. The balance of each such director’s fee was paid in cash as reported in the “Fees Earned or Paid in Cash” column in the table above.(10)Ms. Laybourne and Mr. Miller served on the Board through December 3, 2018, the date of the Company’s 2019 Annual Meeting of Stockholders.(11)Mr. Miller’s non-employee director fees were prorated through December 3, 2018, the date of the Company’s 2019 Annual Meeting of Stockholders. Mr. Miller was granted 5,584 RSUs on May 17, 2018, with a per-share fair value of $22.32 and an aggregate grant date fair value of $124,635. The balance in director’s fee was paid in cash as reported in the “Fees Earned or Paid in Cash” column in the table aboveThe policy of the Board is that compensation for independent directors should be a mix of cash and equity-based compensation. Symantec does not pay employee directors for Board service in addition to their regular employee compensation. Independent directors may not receive consulting, advisory or other compensatory fees from the Company. The Compensation Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to director compensation.Director Stock Ownership Guidelines: Effective FY17, the Compensation Committee instituted the following stock ownership guidelines for our non-employee directors to better align our directors’ interests with those of our stockholders:·Directors must maintain a minimum holding of Company stock with a fair market value equal to ten times (10x) such director’s total annual cash retainer;·In the event the annual retainer (or any portion thereof) is paid to a non-employee director in equity instead of cash, the value of such annual retainer for purposes of calculating the minimum holding requirement means the grant date fair value of the annual equity award (or applicable portion thereof);·New directors will have three years to reach the minimum holding level; and·Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested grants.Symantec stock ownership information for each of our directors is shown under the heading “Security Ownership of Certain Beneficial Owners and Management” on page 53Part IV, Item 15 of this Annual Report.Fees: In accordanceMeeting to be filed with the recommendation of the Compensation Committee, the Board determined the non-employee directors’ compensation for FY19 as follows. In connection with its annual review of non-employee director fees, the Compensation Committee reduced the annual fee for Lead Independent Director/Independent Chairman from $100,000 in FY19 to $75,000 effective FY20.·$50,000 annual cash retainer;·$15,000 annual fee for committee membership ($20,000 for Audit Committee membership);·$25,000 annual fee for chairing a committee of the Board ($15,000 for chairing the Nominating and Governance Committee); and·$100,000 (reduced to $75,000 effective FY20) annual fee for the Lead Independent Director/Independent Chairman.The payment of the annual cash retainer is subject to the terms of the 2000 Director Equity Incentive Plan, as amended, which allows directors to choose to receive common stock in lieu of cash for all or a portion of the retainer payable to each director for serving as a member. We pay the annual retainer fee and any additional annual fees to each director at the beginning of the fiscal year. Directors who join the Company after the beginningSEC within 120 days of the fiscal year receive a prorated cash payment in respectended April 1, 2022 (the 2022 Proxy Statement) and is incorporated herein by referencetheir annual retainer fee and fees. These payments are considered earned when paid. Accordingly,the Exchange Act, we do not require them to be repaidwill provide disclosure of delinquent Section 16(a) reports, if any, in the event a director ceases serving in the capacity for which he or she was compensated.Annual Equity Awards. Pursuant to a Non-Employee Director Grant Policy adopted2022 Proxy Statement, and such disclosure, if any, is incorporated herein by our Board, each non-employee member of the Board receives an annual award of fully-vested restricted stockreference.2013 Equity Incentive Plan (the “2013 Plan”), having a fair market value on the grant date equal to a pre-determined dollar value, which was $275,000 for FY19.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTfollowing table sets forth information as of June 14, 2019 with respect to the beneficial ownership of Symantec common stockrequired by (i) each stockholder known by Symantec tothis item will be the beneficial owner of more than 5% of Symantec common stock, (ii) each member of the Board (iii) the named executive officers of Symantec included in the Summary Compensation Table appearing on page 42 of this Annual Report and (iv) all current executive officers and directors of Symantec as a group.Beneficial ownership is determined under the rulescaption “Security Ownership of the SECCertain Beneficial Owners and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, the personsManagement and entities namedRelated Stockholder Matters” in the table have sole votingour 2022 Proxy Statement and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Percentage ownership is based on 617,076,272 shares of Symantec common stock outstanding as of June 14, 2019. Shares of common stock subject to stock options and restricted stock units vesting on or before August 14, 2019 (within 60days of June 14, 2019) are deemed to be outstanding and beneficially owned for purposes of computing the percentage ownership of such person but are not treated as outstanding for purposes of computing the percentage ownership of others.Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Symantec Corporation, 350 Ellis Street, Mountain View, California 94043.
Beneficial Ownership
Class*Former officer.**Less than 1%.(1)Based solely on a Schedule 13G/A filing made by T. Rowe Price Associates on February 14, 2019, reporting voting and dispositive power over the shares. This stockholder’s address is 100 E. Pratt Street, Baltimore, MD 21202.(2)Based solely on a Schedule 13G/A filing made by Vanguard Group Inc on February 13, 2019, reporting voting and dispositive power over the shares. This stockholder’s address is 100 Vanguard Blvd., Malvern, PA 19355.(3)Based solely on a Schedule 13G/A filing made by the BlackRock, Inc. on February 6, 2019, reporting voting and dispositive power over the shares. This stockholder’s address is 55 East 52nd Street, New York, NY 10055.(4)Based solely on a Schedule 13G/A filing made by Capital World Investors on February 14, 2019, reporting voting and dispositive power over the shares. This stockholder’s address is 333 South Hope Street, Los Angeles, CA 90071.(5)Based solely on a Schedule 13D filing made by Starboard Value LP on February 7, 2019, reporting voting and dispositive power over the shares. This stockholder’s address is 777 Third Avenue, 18th Floor, New York, New York 10017. Mr. Feld is a Managing Member of Starboard Value LP and may be deemed to share voting and dispositive power over these shares.(6)Beneficial ownership data is current through Mr. Clark’s departure date of May 9, 2019 and includes 1,122,938 shares held by the Gregory S. Clark Living Trust for which Mr. Clark exercises voting and dispositive power and 3,604,101 shares subject to options that were fully exercisable as of his departure date.(7)Beneficial ownership data is current through Mr. Noviello’s departure date of May 24, 2019 and includes and 775,028 shares subject to options that were fully exercisable as of his departure date.(8)Includes 16,959 shares held by the Winnifred C. Ellis & David L. Mahoney Trust for which Mr. Mahoney exercises voting and dispositive power.(9)Shares held by the Unruh Family Living Trust for which Mr. Unruh exercises voting and dispositive power.(10)These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management LLC, certain of its affiliates and certain of the funds they manage (“Silver Lake”) and pursuant to Mr. Hao’s arrangement with Silver Lake, upon the sale of these securities, the proceeds are expected to be remitted to Silver Lake.(11)Shares held by the William C. Keller and Suzanne Vautrinot Living Trust for which Ms. Vautrinot exercises voting and dispositive power.(12)Excludes 36,000,796 shares of common stock beneficially owned by Starboard Value LP and its affiliates. Mr. Feld is a Managing Member of Starboard Value LP and may be deemed to share voting and dispositive power over these shares.(13)Includes 3,954 shares issuable upon the settlement of Mr. Hill’s RSUs on July 1, 2019 and August 1, 2019.(14)Shares held by the S. Barsamian and W. Romans Revocable Trust for which Ms. Barsamian exercises voting and dispositive power.(15)Includes 10,000 shares held by Vincent Pilette, 155,429 shares held by the Pilette RSA Reserve of which 100% of shares are subject to forfeiture under the terms of the RSA agreement, and 620,477 shares held by the VPJW Revocable Trust for which Mr. Pilette exercises voting and dispositive power. Includes for Matthew C. Brown: 11,013 shares, 15,000 shares subject to fully exercisable options, and 3,468 shares issuable upon the settlement of RSUs on August 1, 2019. Arthur Gilliland does not hold any shares.Symantec has adopted a policy that executive officers and members of the Board hold an equity stake in the Company. The policy requires each executive officer to hold a minimum number of shares of Symantec common stock. Newly appointed executive officers are not required to immediately establish their position but are expected to make regular progress to achieve it. The Nominating and Governance Committee reviews the minimum number of shares held by the executive officers and directors from time to time. The purpose of the policy is to more directly align the interests of our executive officers and directors with our stockholders. See “Stock Ownership Requirements” under the Compensation Discussion & Analysis section for a description of the stock ownership requirements applicable to our executive officers.Equity Compensation Plan InformationThe following table gives information about Symantec’s common stock that may be issued upon the exercise of options, warrants and rights under all of Symantec’s existing equity compensation plans as of March 29, 2019:
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
Exercise Price of
Outstanding Options,
Warrants and Rights
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))(1)21,941,509 shares issuable upon settlement of RSUs and PRUs (at 100% of target) under the 2013 Plan.(2)Represents 41,480 shares remaining available for future issuance under Symantec’s 2000 Director Equity Incentive Plan, 35,773,529 shares remaining available for future issuance under Symantec’s 2008 Employee Stock Purchase Plan including shares subject to purchase during the purchase periods, which commenced on February 16, 2019 (the exact number of which will not be known until the purchase date on August 15, 2019), and 24,469,847 shares issuable for future grant under our 2013 Plan as of March 29, 2019. Excludes 4,516,146 shares issuable upon settlement of RSUs and PRUs (at target) that were assumed in connection with various acquisitions. Note, this does not include shares granted after March 29, 2019.(3)Excludes outstanding options to acquire 12,083,917 shares as of March 29, 2019 that were assumed as part of various acquisitions. The weighted average exercise price of these outstanding options was $7.94 as of March 29, 2019. In connection with these acquisitions, Symantec has only assumed outstanding options and rights, but not the plan themselves, and therefore, no further options may be granted under these acquired-company plans.Policy and ProcedureSymantec has adoptedDirector Independence” in our 2022 Proxy Statement and is incorporated herein by reference.writtencopy of this annual report, including the Consolidated Financial Statements and financial statement schedule. All requests should be sent to: Page 1. Consolidated Financial Statements: Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included. 2. person transactions policy which providesconsolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended April 1, 2022, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of April 1, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.identification, review,company’s assets that could have a material effect on the financial statements.April 1, 2022 April 2, 2021 ASSETS Current assets: Cash and cash equivalents $ 1,887 $ 933 Short-term investments 4 18 Accounts receivable, net 120 117 Other current assets 193 237 Assets held for sale 56 233 Total current assets 2,260 1,538 Property and equipment, net 60 78 Operating lease assets 74 76 Intangible assets, net 1,023 1,116 Goodwill 2,873 2,867 Other long-term assets 653 686 Total assets $ 6,943 $ 6,361 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 63 $ 52 Accrued compensation and benefits 81 107 Current portion of long-term debt 1,000 313 Contract liabilities 1,264 1,210 Current operating lease liabilities 18 26 Other current liabilities 639 428 Total current liabilities 3,065 2,136 Long-term debt 2,736 3,288 Long-term contract liabilities 42 55 Deferred income tax liabilities 75 137 Long-term income taxes payable 996 1,119 Long-term operating lease liabilities 75 66 Other long-term liabilities 47 60 Total liabilities 7,036 6,861 Commitments and contingencies (Note 18) 0 0 Stockholders’ equity (deficit): Common stock and additional paid-in capital, $0.01 par value: 3,000 shares authorized; 582 and 580 shares issued and outstanding as of April 1, 2022 and April 2, 2021, respectively 1,851 2,229 Accumulated other comprehensive income (4) 47 Retained earnings (accumulated deficit) (1,940) (2,776) Total stockholders’ equity (deficit) (93) (500) Total liabilities and stockholders’ equity (deficit) $ 6,943 $ 6,361 Year Ended April 1, 2022 April 2, 2021 April 3, 2020 Net revenues $ 2,796 $ 2,551 $ 2,490 Cost of revenues 408 362 393 Gross profit 2,388 2,189 2,097 Operating expenses: Sales and marketing 622 576 701 Research and development 253 267 328 General and administrative 392 215 368 Amortization of intangible assets 85 74 79 Restructuring and other costs 31 161 266 Total operating expenses 1,383 1,293 1,742 Operating income (loss) 1,005 896 355 Interest expense (126) (144) (196) Other income (expense), net 163 120 660 Income (loss) from continuing operations before income taxes 1,042 872 819 Income tax expense (benefit) 206 176 241 Income (loss) from continuing operations 836 696 578 Income (loss) from discontinued operations — (142) 3,309 Net income (loss) $ 836 $ 554 $ 3,887 Income (loss) per share - basic: Continuing operations $ 1.44 $ 1.18 $ 0.94 Discontinued operations $ — $ (0.24) $ 5.38 Net income per share - basic $ 1.44 $ 0.94 $ 6.32 Income (loss) per share - diluted: Continuing operations $ 1.41 $ 1.16 $ 0.90 Discontinued operations $ — $ (0.24) $ 5.15 Net income per share - diluted $ 1.41 $ 0.92 $ 6.05 Weighted-average shares outstanding: Basic 581 589 615 Diluted 591 600 643 Year Ended April 1, 2022 April 2, 2021 April 3, 2020 Net income $ 836 $ 554 $ 3,887 Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments (51) 63 (11) Unrealized gain (loss) on available-for-sale securities — — 1 Other comprehensive income (loss) from equity method investee — — 1 Other comprehensive income (loss), net of taxes (51) 63 (9) Comprehensive income $ 785 $ 617 $ 3,878 Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit) Total Stockholders’ Equity (Deficit) Shares Amount Balance as of March 29, 2019 630 $ 4,812 $ (7) $ 933 $ 5,738 Net income — — — 3,887 3,887 Other comprehensive income (loss), net of taxes — — (9) — (9) Common stock issued under employee stock incentive plans 32 123 — — 123 Shares withheld for taxes related to vesting of restricted stock units (4) (86) — — (86) Repurchases of common stock (69) (902) — (661) (1,563) Cash dividends declared ($12.40 per share of common stock) and dividend equivalents accrued — (76) — (7,489) (7,565) Stock-based compensation — 338 — — 338 Short-swing profit disgorgement — 9 — — 9 Exchange and extinguishment of convertible debt — (862) — — (862) Balance as of April 3, 2020 589 3,356 (16) (3,330) 10 Net income — — — 554 554 Other comprehensive income (loss), net of taxes — — 63 — 63 Common stock issued under employee stock incentive plans 8 24 — — 24 Shares withheld for taxes related to vesting of restricted stock units (2) (49) — — (49) Repurchases of common stock (15) (304) — — (304) Cash dividends declared ($0.50 per share of common stock) and dividend equivalents accrued — (301) — — (301) Stock-based compensation — 81 — — 81 Extinguishment of convertible debt — (578) — — (578) Balance as of April 2, 2021 580 2,229 47 (2,776) (500) Net income — — — 836 836 Other comprehensive income (loss), net of taxes — — (51) — (51) Common stock issued under employee stock incentive plans 3 14 — — 14 Shares withheld for taxes related to vesting of restricted stock units (1) (16) — — (16) Cash dividends declared ($0.50 per share of common stock) and dividend equivalents accrued — (294) — — (294) Stock-based compensation — 70 — — 70 Extinguishment of convertible debt — (152) — — (152) Balance as of April 1, 2022 582 $ 1,851 $ (4) $ (1,940) $ (93) Year Ended April 1, 2022 April 2, 2021 April 3, 2020 OPERATING ACTIVITIES: Net income $ 836 $ 554 $ 3,887 Adjustments: Amortization and depreciation 140 150 361 Impairments and write-offs of current and long-lived assets 13 90 74 Stock-based compensation expense 70 81 312 Deferred income taxes (81) 42 16 Loss (gain) on extinguishment of debt 3 (20) — Loss from equity interest — — 31 Gain on divestitures — — (5,684) Gain on sale of equity method investment — — (379) Gain on sale of property (175) (98) — Non-cash operating lease expense 20 22 40 Other 1 52 (4) Changes in operating assets and liabilities, net of acquisitions: Accounts receivable, net (9) 3 583 Accounts payable 10 (44) (61) Accrued compensation and benefits (26) (10) (117) Contract liabilities 67 118 (121) Income taxes payable (78) (299) 383 Other assets (7) 144 (81) Other liabilities 190 (79) (101) Net cash provided by (used in) operating activities 974 706 (861) INVESTING ACTIVITIES: Purchases of property and equipment (6) (6) (89) Payments for acquisitions, net of cash acquired (39) (344) — Proceeds from divestitures, net of cash contributed and transaction costs — — 10,918 Proceeds from the maturities and sales of short-term investments 15 68 167 Proceeds from the sale of property 355 218 — Proceeds from sale of equity method investment — — 380 Other 1 (5) 3 Net cash provided by (used in) investing activities 326 (69) 11,379 FINANCING ACTIVITIES: Repayments of debt and related equity component (541) (1,941) (868) Proceeds from issuance of debt, net of issuance costs 512 750 300 Net proceeds from sales of common stock under employee stock incentive plans 14 24 123 Tax payments related to restricted stock units (15) (58) (78) Dividends and dividend equivalents paid (303) (373) (7,481) Repurchases of common stock — (304) (1,581) Cash consideration paid in exchange of convertible debt — — (546) Short-swing profit disgorgement — — 9 Other — (1) (1) Net cash provided by (used in) financing activities (333) (1,903) (10,123) Effect of exchange rate fluctuations on cash and cash equivalents (13) 22 (9) Change in cash and cash equivalents 954 (1,244) 386 Beginning cash and cash equivalents 933 2,177 1,791 Ending cash and cash equivalents $ 1,887 $ 933 $ 2,177 approvalpayments are generally collected up front. Revenue is recognized net of allowances for partner incentives and rebates, and any taxes collected from customers and subsequently remitted to governmental authorities.ratificationcontract liabilities. Reserves for rebates, recorded in Other current liabilities, were $5 million and $6 million as of “related person transactions.” April 1, 2022 and April 2, 2021, respectively. For products that include content updates, rebates are recognized as a ratable offset to revenue or contract liabilities over the term of the subscription.Nominating and Governance Committee reviews transactionsthree levels of inputs that may be “related person transactions,”used to measure fair value are:transactions between Symantecquoted using market prices, independent pricing vendors or other sources, to determine the fair value. Unrealized gains and losses, net of tax, are included in Accumulated other comprehensive income (AOCI). We regularly review our investment portfolio to identify and evaluate investments that have indications of impairment. Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Factors considered in determining if a credit loss exists include: the extent to which the fair value has been lower than the cost basis, any changes to the rating of the security by a rating agency and any adverse financial conditions specifically related personsto the security. Expected credit losses on available-for-sale debt securities are recognized in Other income (expense), net in our Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in AOCI in our Consolidated Statements of Stockholders’ Equity (Deficit).aggregateoption to cancel is exercisable by the customer, and therefore the consideration received or due from the customer is recorded as a customer deposit liability.involvedby which the face value exceeds the fair value at the date of issuance and an amount which represents issuance costs. Our senior term loans are recorded at par value less debt issuance costs, which are recorded as a reduction in the carrying value of the debt. Our convertible senior notes are recorded at par value less the fair value of the equity component of the notes, at their issuance date, determined using Level 2 inputs and less any issuance costs. The discount and issuance costs associated with the various notes are amortized using the effective interest rate method over the term of the debt as a non-cash charge to interest expense. Borrowings under our revolving credit facility, if any, are recognized at principal balance plus accrued interest based upon stated interest rates. Debt maturities are classified as current liabilities on our Consolidated Balance Sheets if we are contractually obligated to repay them in the next twelve months or, prior to the balance sheet date, we have the authorization and intent to repay them prior to their contractual maturities and within the next twelve months.April 1, 2022 April 2, 2021 Customer A 41 % 46 % Customer B 13 % 9 % exceed $120,000,alternative reference rates, such as the Secured Overnight Financing Rate. The standard was effective upon issuance and in whichmay generally be applied through December 31, 2022, to any new or amended contracts, hedging relationships and other transactions that reference LIBOR. We continue to evaluate our contractual arrangements and hedging relationships that reference LIBOR.related personFASB that we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had, or will have, a material impact on our Consolidated Financial Statements or disclosures.Year Ended (In millions) April 2, 2021 April 3, 2020 Net revenues $ 1 $ 1,368 Gross profit $ 1 $ 1,035 Operating income (loss) $ (177) $ 4 Gain on sale $ — $ 5,434 Income (loss) before income taxes $ (176) $ 5,431 Income tax expense (benefit) $ (34) $ 2,122 Income (loss) from discontinued operations, net of taxes $ (142) $ 3,309 Year Ended (In millions) April 2, 2021 April 3, 2020 Amortization and depreciation $ — $ 130 Stock-based compensation expense $ 1 $ 172 Purchases of property and equipment $ — $ 43 indirect material interest. Forexceeds their carrying value.policy,Proposed Merger, and we, Bidco and Avast agreed to cooperate with each other in preparing required transaction documents and certain other matters in connection with the Proposed Merger. The Co-operation Agreement also contains certain termination rights. The Co-operation Agreement also provides that, subject to certain exceptions, if we fail to receive approval from the U.K Competition and Markets Authority and cannot consummate the Proposed Merger, we may be required to pay Avast a related personbreak fee of up to $200 million.any Symantec executive officer, director, nomineecurrently expected to close mid-to-late calendar year 2022, subject to regulatory approvals and the satisfaction or waiver of other customary closing conditions.director, or stockholder holding more than 5%total aggregate consideration of any class$39 million, net of Symantec’s voting securities,$1 million cash acquired. The purchase price was primarily allocated to intangible assets and goodwill during the year ended April 1, 2022.each case, sinceEurope and key emerging markets. The total aggregate consideration for the acquisition was $344 million, net of $32 million cash acquired.(In millions) January 8, 2021 Assets: Current assets $ 12 Intangible assets 162 Goodwill 261 Other long-term asset 21 Total assets acquired 456 Liabilities: Current liabilities 29 Contract liabilities 54 Other long-term obligations 29 Total liabilities assumed 112 Total purchase price $ 344 previousrespective fiscal years.(In millions) Balance as of April 3, 2020 $ 2,585 Acquisitions 269 Translation adjustments 13 Balance as of April 2, 2021 2,867 Acquisitions 25 Purchase accounting adjustments (7) Translation adjustments (12) Balance as of April 1, 2022 $ 2,873 April 1, 2022 April 2, 2021 (In millions) Gross
Carrying
AmountAccumulated
AmortizationNet
Carrying
AmountGross
Carrying
AmountAccumulated
AmortizationNet
Carrying
AmountCustomer relationships $ 583 $ (382) $ 201 $ 556 $ (299) $ 257 Developed technology 217 (143) 74 210 (104) 106 Other 8 (3) 5 7 (1) 6 Total finite-lived intangible assets 808 (528) 280 773 (404) 369 Indefinite-lived trade names 743 — 743 747 — 747 Total intangible assets $ 1,551 $ (528) $ 1,023 $ 1,520 $ (404) $ 1,116 Year Ended Consolidated Statements of Operations Classification (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Customer relationships and other $ 85 $ 74 $ 79 Operating expenses Developed technology 39 31 30 Cost of revenues Total $ 124 $ 105 $ 109 (In millions) April 1, 2022 2023 $ 105 2024 93 2025 32 2026 26 2027 12 Thereafter 12 Total $ 280 (In millions) April 1, 2022 April 2, 2021 Cash $ 609 $ 650 Cash equivalents 1,278 283 Total cash and cash equivalents $ 1,887 $ 933 (In millions) April 1, 2022 April 2, 2021 Accounts receivable $ 121 $ 118 Allowance for doubtful accounts (1) (1) Accounts receivable, net $ 120 $ 117 (In millions) April 1, 2022 April 2, 2021 Prepaid expenses $ 107 $ 95 Income tax receivable and prepaid income taxes 35 96 Other tax receivable 27 31 Other 24 15 Total other current assets $ 193 $ 237 (In millions) April 1, 2022 April 2, 2021 Land $ 2 $ 3 Computer hardware and software 462 479 Office furniture and equipment 27 63 Buildings 27 29 Leasehold improvements 56 58 Construction in progress 1 1 Total property and equipment, gross 575 633 Accumulated depreciation and amortization (515) (555) Total property and equipment, net $ 60 $ 78 (In millions) April 1, 2022 April 2, 2021 Non-marketable equity investments $ 178 $ 185 Long-term income tax receivable and prepaid income taxes 25 30 Deferred income tax assets 351 355 Long-term prepaid royalty 53 70 Other 46 46 Total other long-term assets $ 653 $ 686 (In millions) April 1, 2022 April 2, 2021 Deferred revenue $ 743 $ 795 Customer deposit liabilities 521 415 Total short-term contract liabilities $ 1,264 $ 1,210 (In millions) April 1, 2022 April 2, 2021 Income taxes payable $ 109 $ 111 Other taxes payable 87 82 Accrued legal fees 273 66 Accrued royalties 49 46 Other accrued liabilities 121 123 Total other current liabilities $ 639 $ 428 (In millions) April 1, 2022 April 2, 2021 Deemed repatriation tax payable $ 437 $ 525 Other long-term income taxes 3 29 Uncertain tax positions (including interest and penalties) 556 565 Total long-term income taxes payable $ 996 $ 1,119 Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Interest income $ — $ 4 $ 80 Loss from equity interest — — (31) Foreign exchange gain (loss) (2) 1 (6) Gain on divestitures — — 250 Gain on sale of equity method investment — — 379 (Loss) gain on early extinguishment of debt (3) 20 — Gain on sale of properties 175 98 — Transition service expense, net — (9) (19) Other (7) 6 7 Total other income (expense), net $ 163 $ 120 $ 660 Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Income taxes paid, net of refunds $ 356 $ 341 $ 1,985 Interest expense paid $ 120 $ 139 $ 179 Cash paid for amounts included in the measurement of operating lease liabilities $ 27 $ 34 $ 51 Non-cash operating activities: Operating lease assets obtained in exchange for operating lease liabilities $ 35 $ 34 $ 15 Reduction of operating lease assets as a result of lease terminations and modifications $ 17 $ 26 $ 34 Non-cash investing and financing activities: Purchases of property and equipment in current liabilities $ 1 $ — $ — Extinguishment of debt with borrowings from same creditors $ 494 $ — $ 1,073 April 1, 2022 April 2, 2021 (In millions) Fair Value Level 1 Level 2 Fair Value Level 1 Level 2 Assets: Money market funds $ 1,278 $ 1,278 $ — $ 284 $ 284 $ — Certificates of deposit — — — 1 — 1 Corporate bonds 4 — 4 17 — 17 Total $ 1,282 $ 1,278 $ 4 $ 302 $ 284 $ 18 (In millions) Fair Value Due in one year or less $ 4 Total $ 4 (In millions) Period from January 1, 2019 to October 16, 2019 (unaudited) Revenue $ 350 Gross profit $ 293 Net loss $ (102) Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Operating lease costs $ 16 $ 17 $ 34 Short-term lease costs 2 4 8 Variable lease costs 6 6 21 Total lease costs $ 24 $ 27 $ 63 Year Ended April 1, 2022 April 2, 2021 April 3, 2020 Weighted-average remaining lease term 4.7 years 4.4 years 4.5 years Weighted-average discount rate 4.04 % 4.07 % 4.05 % and their immediate family members.Under the policy, absent any facts or circumstances indicating special or unusual benefitsare as follows:(In millions) 2023 $ 22 2024 26 2025 21 2026 15 2027 15 Thereafter 3 Total lease payments 102 Less: Imputed interest (9) Present value of lease liabilities $ 93 April 1, 2022 April 2, 2021 (In millions, except percentages) Amount Effective
Interest RateAmount Effective
Interest RateNew 2.50% Convertible Senior Notes due April 1, 2022 $ — 2.63 % $ 250 2.63 % 3.95% Senior Notes due June 15, 2022 400 4.05 % 400 4.05 % New 2.00% Convertible Unsecured Notes due August 15, 2022 525 2.62 % 625 2.62 % 5.0% Senior Notes due April 15, 2025 1,100 5.00 % 1,100 5.00 % Initial Term Loan due May 7, 2026 1,010 494 Delayed Term Loan due May 7, 2026 703 741 0.95% Avira Mortgage due December 30, 2030 4 0.95 % 5 0.95 % 1.29% Avira Mortgage due December 30, 2029 5 1.29 % 5 1.29 % Total principal amount 3,747 3,620 Less: unamortized discount and issuance costs (11) (19) Total debt 3,736 3,601 Less: current portion (1,000) (313) Total long-term portion $ 2,736 $ 3,288 related person,LIBOR plus a margin based on the current debt rating of our non-credit-enhanced, senior unsecured long-term debt, and our underlying loan agreements. The interest rates for the outstanding term loans are as follows:April 1, 2022 April 2, 2021 Initial Term Loan due May 7, 2026 1.75 % 1.50 % Delayed Term Loan due May 7, 2026 1.75 % 1.50 % (In millions) 2023 $ 1,001 2024 89 2025 89 2026 1,189 2027 1,376 Thereafter 3 Total future maturities of debt $ 3,747 transactionsthe Borrowing of the Delayed Draw Term Loans in an amount equal to 1.25% of aggregate principal amount that are deemed not tooutstanding immediately after the borrowing of the Delayed Draw Term Loan. We may voluntarily repay outstanding principal balances without penalty. As of April 1, 2022, there were no borrowings outstanding under our revolving credit facilities.“related person transactions” (meaningbased on a base rate or a LIBOR at our election. Based on our debt ratings and our consolidated leverage ratios as determined in accordance with the related person is deemed to not have a direct or indirect materialcredit agreement, loans borrowed bear interest, in the transaction):·compensationcase of base rate loans, at a per annum rate equal to executive officers determined by Symantec’s Compensation Committee;·any transaction with another company at whichthe applicable base rate plus a related person ismargin ranging from 0.125% to 0.75%, and in the case of LIBOR loans, LIBOR, as adjusted for statutory reserves, plus a director or an employee (other than an executive officer) if the aggregate amount involved does not exceed the greatermargin ranging from 1.125% to 1.75%. The unused revolving line of $2,000,000, or three percent of that company’s total annual gross revenues, provided that the transaction involves the purchase of either company’s goods and services and the transactioncredit is subject to usual trade termsa commitment fee ranging from 0.125% to 0.30% per annum.iswarranties, non-financial covenants for financial reporting, affirmative and negative covenants, including a covenant that we maintain a consolidated leverage ratio of not more than 5.25 to 1.0, or 5.75 to 1.0 if we acquire assets or business in the ordinary course of business and the related person is not involved in the negotiation of the transaction;·any compensation paid to a director if the compensation is required to be reported in Symantec’s proxy statement;·any transaction where the related person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis;·any charitable contribution, grant or endowment by Symantec or the Symantec Foundation to a charitable organization, foundation or university at which a related person’s only relationship is as a director or an employee (other than an executive officer), if the aggregate amount involved does not exceed $120,000, or any non-discretionary matching contribution, grant or endowment made pursuant to a matching gift program;·any transaction wheregreater than $250 million, and restrictions on indebtedness, liens, investments, stock repurchases, and dividends (with exceptions permitting our regular quarterly dividend and other specific capital returns). As of April 1, 2022, we were in compliance with all debt covenants.rates or charges involved are determined by competitive bids;·any transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; or·any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.Under the policy, members of Symantec’s legal department review transactions involving related persons that do not fall into one of the above categories. If they determine that a related person could have a significant interest in a transaction, the transaction is referred to the Nominating and Governance Committee. In addition, transactions may be identified through Symantec’s Code of Conduct or other Symantec policies and procedures, and reported to the Nominating and Governance Committee. The Nominating and Governance Committee determines whether the related person has a material interest in a transaction and may approve, ratify, rescind or take other action with respect to the transaction.Certain Related Person TransactionsInvestments by Firms Affiliated with our DirectorsOn February 3, 2016, SymantecProposed Merger, we entered into an investment agreementthe Interim Facilities Agreement with investment entities affiliatedcertain financial institutions, in which they agreed to provide us with Silver Lake,(i) a private equity firm, relating7-year term loan interim facility B of $3,600 million (the Interim Facility B), (ii) a 60-day term loan interim facility A1 of $750 million (the Interim Facility A1) and 5-year term loan interim facility A2 of $3,500 million (the Interim Facility A2), and (iii) a 5-year interim revolving facility of $1,500 million (the Interim Revolving Facility) (collectively, the Interim Facilities) and a commitment letter (as amended, the Commitment Letter) with certain financial institutions, in which they agreed to provide us with financing no less than the issuancefinancing available under the Interim Facilities (the Definitive Facilities and, together with the Interim Facilities, the Facilities) to Silver Lake of $500 million principal amount of 2.5% convertible unsecured notes, duefinance the cash consideration payable in 2021. In connection with the investment, Kenneth Y. Hao,Proposed Merger. The Definitive Facilities will be financed by a managing partnersyndicate of lenders led by Bank of America, N.A. and managing directorWells Fargo Bank N.A. On January 28, 2022, Silver Lake, was appointedAmerica N.A. and Wells Fargo Bank N.A. agreed to our Board.On June 12, 2016, Symantecarrange, on a best efforts basis, additional term loans underan investmentin connection with the Commitment Letter (the Facilities Agreement) will contain, customary representations and warranties, events of default and covenants for transactions of this type. The Facilities Agreement will replace the existing credit facility agreement with investment entities affiliated with Silver Lake and Bain Capital relating toupon the issuanceclose of $1.25the transaction.2.0% convertible unsecured notesour 5.0% Senior Notes due in 2021. Pursuant to the investment agreement, Silver Lake has agreed to purchase $500 million aggregate principal amount of the notes, and Bain Capital, private equity firm of which David W. Humphrey is a managing director, has agreed to purchase $750 million aggregate principal amount of the notes.April 15, 2025 (the 5.0% Senior Notes). The transactions contemplated by thisinvestment agreement closed concurrently with the closing of the Blue Coat acquisition on August 1, 2016. In connection with the investment, Mr. Humphrey was appointed to our Board.The 2.5% convertible unsecured notes, due in 2021 (the “2.5% Notes”),5.0% Senior Notes bear interest at a rate of 2.5%5.00% per annum. The 2.0%year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2017.unsecured notes due inwhich would mature on April 1, 2021 (the “2.0% Notes” and together with the 2.5% Notes, collectively, the “Notes”), bear interest at aan annual rate of 2.5% (2.5% Convertible Notes). On August 1, 2016, we issued an additional $1.25 billion of convertible notes which would mature on August 15, 2021 and bear interest at an annual rate of 2.0% per annum. Interest is payable semiannually(2.0% Convertible Notes and collectively, Convertible Senior Notes). As of March 29, 2019, the principal amount and associated unamortized discount and issuance costs of the 2.5% Convertible Notes were classified as current because upon the four year anniversary of the issuance of the notes, holders of thereof had the option to require us to repurchase the notes, in cash, underequal to the Notes.principal amount and accrued and unpaid interest of the 2.5% Convertible Notes (the Repurchase Right).2.5%New 2.50% Convertible Notes wasof 59.6341 shares of our common stock, and cash in lieu of fractional shares, per $1,000 principal amount of the 2.5%New 2.50% Convertible Notes which was equivalent to(which represents an initial conversion price of approximately $16.77 per share of common stock. Theshare) and an initial conversion rate for the 2.0%New 2.00% Convertible Notes wasof 48.9860 shares of our common stock, and cash in lieu of fractional shares, per $1,000 principal amount of the 2.0%New 2.00% Convertible Notes which was equivalent to(which represents an initial conversion price of approximately $20.41 per shareshare), in each case subject to certain limitations and certain adjustments. The Cash Note Payments consisted of $179 million with respect to holders of the New 2.5% Convertible Notes and $367 million with respect to holders of the New 2.0% Convertible Notes. The exchange of the convertible notes was accounted for as extinguishment of debt and the consideration comprising the Cash Note Payments were recorded as charges to paid in capital. We recognized a gain of $2 million related to the exchange.stock. The conversion rates under the Notes are subject to customary anti-dilution adjustments. Holders may surrender their Notes for conversion at any time prior to the close of business on the business day immediately preceding the maturity date for the Notes.As of March 30, 2018, $1.75 billion in aggregatestock per $1,000 principal amount of the notes, which represents an adjusted conversion price of approximately $8.40 per share and the conversion rate for the remaining $625 million of the 2.0% Convertible Notes was outstanding. During FY18, we paid an aggregate97.7364 shares of $37.5 million in interest on the Notes.Symantec also entered into a Registration Rights Agreement pursuant to which holderscommon stock per $1,000 principal amount of the Notes have certain registration rightsnotes, which represented an adjusted conversion price of approximately $10.23 per share.respect to the amendments, the maturity dates of the 2.5% Convertible Notes and the shares2.0% Convertible Notes were extended to April 1, 2022 and August 15, 2022, respectively. Holders of the Convertible Senior Notes would only be able to convert the notes in a period of six months prior to the extended maturity dates; and the Redemption Right and Repurchase Right were removed.April 1, 2022 April 2, 2021 (In millions) New 2.0% Convertible Notes New 2.5% Convertible Notes New 2.0% Convertible Notes Liability component: Principal $ 525 $ 250 $ 625 Unamortized discount and issuance costs (1) — (5) Net carrying amount $ 524 $ 250 $ 620 Equity component, net of tax $ 56 $ 43 $ 56 issuable upon conversionof $26.94 on the last trading date closest to April 1, 2022, the if-converted values of the Notes.Reinvestment AgreementsNew 2.0% Convertible Notes exceeded the principal amount by approximately $168 million.Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Contractual interest expense $ 12 $ 20 $ 37 Amortization of debt discount and issuance costs $ 4 $ 4 $ 13 $ 8 $ 12 $ 11 Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Foreign exchange forward contracts gain (loss) $ (7) $ 15 $ (22) Executive OfficersOn June 12, 2016, we entered into reinvestment agreementscounterparties that allow us to settle payments on a net basis. The effect of netting on our derivative assets and liabilities was not material as of April 1, 2022 and April 2, 2021.(In millions) April 1, 2022 April 2, 2021 Foreign exchange forward contracts purchased $ 155 $ 270 Foreign exchange forward contracts sold $ 191 $ 68 former CEO Mr. Clarkdivestitures.GSC-OZ Investment LLC,reduce operating costs in connection with our acquisition of Avira. These actions were completed in fiscal 2022. Any remaining costs or adjustments are immaterial. We incurred total costs of $24 million under the December 2020 Plan.entity controlledequity-based severance program under which certain equity awards to certain terminated employees were accelerated. As of April 1, 2022, we have incurred $127 million of stock-based compensation related to our equity-based severance program. See Note 15 for further information on the impact of this program.Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Severance and termination benefit costs $ 5 $ 31 $ 90 Contract cancellation charges 3 51 101 Stock-based compensation charges — 10 20 Asset write-offs and impairments 5 58 47 Other exit and disposal costs 18 11 7 Separation costs — — 1 Total restructuring and other $ 31 $ 161 $ 266 Year Ended (In millions) April 2, 2021 April 3, 2020 Severance and termination benefit costs $ 64 $ 121 Contract cancellation charges — 5 Stock-based compensation charges — 97 Asset write-offs and impairments — 13 Separation costs 2 25 Total restructuring and other $ 66 $ 261 (In millions) Liability Balance as of April 2, 2021 Net Charges Cash Payments Non-Cash Items Liability Balance as of April 1, 2022 Severance and termination benefit costs $ 3 $ 5 $ (8) $ — $ — Other exit and disposal costs — 7 (1) (6) — Total $ 3 $ 12 $ (9) $ (6) $ — Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Domestic $ 791 $ 607 $ 667 International 251 265 152 Income (loss) before income taxes $ 1,042 $ 872 $ 819 Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Current: Federal $ 217 $ 133 $ 208 State 50 36 33 International 20 (13) 3 Total 287 156 244 Deferred: Federal (42) (6) (23) State (6) (5) 3 International (33) 31 17 Total (81) 20 (3) Income tax expense $ 206 $ 176 $ 241 Year Ended April 1, 2022 April 2, 2021 April 3, 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Federal statutory tax expense (benefit) $ 219 $ 183 $ 172 State taxes, net of federal benefit 33 25 22 Foreign earnings taxed at other than the federal rate (47) (10) (2) Federal research and development credit (4) (1) (2) Valuation allowance increase (decrease) 2 1 (57) Change in uncertain tax positions 11 3 60 Stock-based compensation 7 5 5 Nondeductible goodwill — — 18 Favorable ruling on foreign withholding tax — (35) — US tax on foreign earnings 12 (15) (4) Return to provision adjustment (8) 1 12 Other, net — 2 17 Irish FX remeasurement (19) 17 — Income tax expense $ 206 $ 176 $ 241 (In millions) April 1, 2022 April 2, 2021 Deferred tax assets: Tax credit carryforwards $ 7 $ 2 Net operating loss carryforwards of acquired companies 16 23 Other accruals and reserves not currently tax deductible 84 54 Operating lease liabilities 28 29 Property and equipment 13 17 Intangible assets 123 103 Stock-based compensation 8 7 Other 54 36 Gross deferred tax assets 333 271 Valuation allowance (11) (7) Deferred tax assets, net of valuation allowance 322 264 Deferred tax liabilities: Operating lease assets (21) (25) Goodwill (6) (1) Deferred revenue (2) (1) Unremitted earnings of foreign subsidiaries (16) (15) Prepaids and deferred expenses (1) (2) Discount on convertible debt — (2) Deferred tax liabilities (46) (46) Net deferred tax assets (liabilities) $ 276 $ 218 Mr. Clark, pursuantthe current and prior two years; we have strong, consistent taxpaying history; and we have substantial amounts of scheduled future reversals of taxable temporary differences from our deferred tax liabilities. We have concluded that this positive evidence outweighs the negative evidence and, thus, that the deferred tax assets as of April 1, 2022, are realizable on a “more likely than not” basis.Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Balance at beginning of year $ 548 $ 724 $ 446 Settlements with tax authorities — (37) (5) Lapse of statute of limitations (34) (34) (15) Increase related to prior period tax positions 16 13 77 Decrease related to prior period tax positions (11) (129) (11) Increase related to current year tax positions 8 11 232 Balance at end of year $ 527 $ 548 $ 724 parties agreedIRS for U.S. federal tax purposes and fiscal years 2014 through 2020 are under audit. Our 2017 through 2021 fiscal years remain subject to purchase,examination by the appropriate governmental agencies for Irish tax purposes.aggregate, 2,329,520next 12 months. Depending on the nature of the settlement or expiration of statutes of limitations, it could affect our income tax provision and therefore benefit the resulting effective tax rate. Year Ended (In millions, except per share amounts) April 2, 2021 April 3, 2020 Number of shares repurchased 15 68 Average price per share $ 20.50 $ 22.97 Aggregate purchase price $ 304 $ 1,562 purchase priceamount of $40,300,696. On August$107 million. As a result, we have $1,667 million remaining under our existing share repurchase program.(In millions) Balance as of April 3, 2020 $ (16) Other comprehensive income (loss) before reclassifications 63 Balance as of April 2, 2021 47 Other comprehensive income (loss) before reclassifications (51) Balance as of April 1, 2022 $ (4) 2016, we issuedprimary stock incentive plan: the 2013 Equity Incentive Plan (the 2013 Plan), under which incentive stock options may be granted only to employees (including officers and sold these sharesdirectors who are also employees), and other awards may be granted to Mr. Clarkemployees, officers, directors, consultants, independent contractors, and GSC-OZ Investment LLC.On June 12, 2016, we entered into a reinvestment agreement with each of Mr. Fey,advisors. As amended, our former Presidentstockholders have approved and COO, and Mr. Noviello, our former CFO, pursuant to which each of Mr. Fey and Mr. Noviello agreed not to transfer certainreserved 82 million shares of common stock tofor issuance under the 2013 Plan. As of April 1, 2022, 11 million shares remained available for future grant, calculated using the maximum potential shares that could be earned and issued upon exerciseat vesting.options held by Mr. Feyvarious companies, we have assumed the equity awards granted under stock incentive plans of the acquired companies or issued equity awards in replacement thereof. No new awards will be granted under our acquired stock plans.(In millions, except per share and year data) Number of
SharesWeighted-
Average
Grant Date Fair ValueOutstanding as of April 2, 2021 5 $ 20.62 Granted 4 $ 22.53 Vested (2) $ 20.89 Forfeited (1) $ 21.07 Outstanding as of April 1, 2022 6 $ 21.80 Mr. Noviello. On August 1, 2017 these shares were2020 was $22.53, $20.70, and $19.65, respectively. The total fair value of RSUs released from transfer restrictions whenin fiscal 2022, 2021 and 2020 was $57 million, $86 million, and $300 million, respectively, which represents the market value of our common stock achievedon the date the RSUs were released.(In millions, except per share and year data) Number of
SharesWeighted-
Average
Grant Date Fair ValueOutstanding and unvested as of April 2, 2021 1 $ 27.50 Granted 3 $ 28.68 Forfeited (1) $ 28.40 Unvested at April 1, 2022 3 $ 28.50 Vested and unreleased as of April 1, 2022 — Outstanding as of April 1, 2022 3 volume weighted average trading priceone-year non-GAAP financial metrics. The market conditions are based on the achievement of our relative total shareholder return over a definedtwo- and three-year period. Typically, 0% to 200% of target shares are eligible to be earned based on the achievement of the performance and market conditions. Year Ended April 1, 2022 April 2, 2021 April 3, 2020 Expected term 3.9 years 2.7 years 1.9 years Expected volatility 37.6 % 42.5 % 38.1 % Risk-free interest rate 1.0 % 0.2 % 1.7 % Expected dividend yield — % — % 1.7 % Weighted-average grant date fair value of PRUs $ 28.68 $ 26.39 $ 21.69 (In millions, except per share and year data) Number of
SharesWeighted-Average Exercise Price Weighted-
Average
Remaining Contractual Term
(Years)Aggregate Intrinsic
Value— $ 5.22 Granted — $ — — $ 4.73 Canceled — $ — — $ 7.01 — $ 5.51 — $ 5.51 3.8 $ 4 Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Shares issued under the ESPP 1 1 2 Proceeds from issuance of shares $ 13 $ 14 $ 39 Year Ended (In millions) April 2, 2021 April 3, 2020 Sales and marketing $ 2 $ 6 Research and development 9 — General and administrative 8 20 Restructuring and other costs 10 20 Discontinued operations 1 99 Total stock-based compensation $ 30 $ 145 Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Cost of revenues $ 2 $ 1 $ 2 Sales and marketing 19 18 29 Research and development 19 26 30 General and administrative 30 26 58 Restructuring and other costs — 10 20 Other income (expense), net — (1) 1 Total stock-based compensation from continuing operations 70 80 140 Discontinued operations — 1 172 Total stock-based compensation expense $ 70 $ 81 $ 312 Income tax benefit for stock-based compensation expense $ (11) $ (18) $ (55) Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 401(k) matching contributions $ 3 $ 3 $ 16 Year Ended (In millions, except per share amounts) April 1, 2022 April 2, 2021 April 3, 2020 Income (loss) from continuing operations $ 836 $ 696 $ 578 Income (loss) from discontinued operations — (142) 3,309 Net income (loss) $ 836 $ 554 $ 3,887 Income (loss) per share - basic: Continuing operations $ 1.44 $ 1.18 $ 0.94 Discontinued operations $ — $ (0.24) $ 5.38 Net income per share - basic $ 1.44 $ 0.94 $ 6.32 Income (loss) per share - diluted: Continuing operations $ 1.41 $ 1.16 $ 0.90 Discontinued operations $ — $ (0.24) $ 5.15 Net income per share - diluted $ 1.41 $ 0.92 $ 6.05 Weighted-average shares outstanding - basic 581 589 615 Dilutive potentially issuable shares: Convertible debt 7 8 20 Employee equity awards 3 3 8 Weighted-average shares outstanding - diluted 591 600 643 Anti-dilutive shares excluded from diluted net income (loss) per share calculation: Convertible debt — 8 5 Employee equity awards 1 — 2 Total 1 8 7 Year Ended April 1, 2022 April 2, 2021 April 3, 2020 2.5% Convertible Senior Notes due April 1, 2022 N/A N/A $ 8.40 2.0% Convertible Senior Notes due August 15, 2022 N/A N/A $ 10.23 New 2.5% Convertible Senior Notes due April 1, 2022 N/A $ 16.77 $ 16.77 New 2.0% Convertible Senior Notes due August 15, 2022 $ 20.41 $ 20.41 $ 20.41 Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Consumer security $ 1,669 $ 1,513 $ 1,450 Identity and information protection 1,127 1,038 994 ID Analytics — — 46 Total net revenues $ 2,796 $ 2,551 $ 2,490 Year Ended (In millions) April 1, 2022 April 2, 2021 April 3, 2020 Americas $ 1,963 $ 1,827 $ 1,831 EMEA 506 419 376 APJ 327 305 283 Total net revenues $ 2,796 $ 2,551 $ 2,490 (In millions) April 1, 2022 April 2, 2021 U.S. $ 1,220 $ 536 International 671 415 Total cash, cash equivalents and short-term investments $ 1,891 $ 951 (In millions) April 1, 2022 April 2, 2021 U.S. $ 16 $ 28 Ireland 27 32 Germany 13 14 4 4 Total property and equipment, net $ 60 $ 78 (In millions) April 1, 2022 April 2, 2021 U.S. $ 66 $ 55 India 5 9 3 12 Total operating lease assets $ 74 $ 76 (In millions) April 1, 2022 2023 $ 353 2024 51 2025 9 2026 6 2027 3 Thereafter 4 Total purchase obligations $ 426 (In millions) April 1, 2022 2023 $ 68 2024 128 2025 171 2026 138 Total obligations $ 505 agreements.Transactionsaggregate 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 material liabilities related to such indemnification obligations in our Consolidated Financial Statements.Starboard Value LPIn September 2018, the Company entered into an agreementsale of Veritas and the sale of our Enterprise Security business to Broadcom, we assigned several leases to Veritas Technologies LLC or Broadcom and/or their 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 Starboard Value LP andrespect to certain matters, including, but not limited to, losses arising out of its affiliates (collectively, “Starboard”) regarding, among other things, the membership and compositionVeritas Technologies LLC, Broadcom, or their related subsidiaries’ breach of the Board and committees thereof (the “Starboard Agreement”). Underpayment obligations under the terms of the Starboardlease. As with our other indemnification obligations discussed above and inappointed Peter A. Felddid not fraudulently conceal its prosecution of U.S. Patent No. 8,549,643 but did find that two Columbia professors were coinventors of this patent. No damages were awarded related to this patent.Dale L. Fuller to serve on the Boardhearings, and agreed to nominate them for election to the Board at the Annual Meeting. The Starboard Agreement also provided that Robert S. Miller and Geraldine B. Laybourne would not stand for re-election as directors at the Annual Meeting and that, within 30 days after the Annual Meeting, the Company would appoint Richard S. “Rick” Hillintends to file an appeal challenging the Boardverdict.an additional director to the Board who wouldshould it be selected by the then-appointed Board from a list of candidates mutually agreed by the Company and Starboard pursuant to the procedures describedupheld on appeal, could ultimately result in the Starboard Agreement. On January 7, 2019,payment of somewhere between 1 and 3 times the Board appointed Mr. Hilljury’s verdict, plus interest and Sue Barsamian toattorneys’ fees. There is a reasonable possibility that a loss may be incurred in excess of our accrual for this matter; however, such loss cannot be reasonably estimated.Board in accordance with this provision. With respect to the Annual Meeting, Starboard has agreed to, among other things, vote all shares of the Company’s common stock beneficially owned by Starboard in favor of the Company’s director nominees and, subject to certain conditions, vote in accordance with the Board’s recommendations on all other proposals.Pursuant to the Starboard Agreement, if at any time Starboard beneficially owns less than 3.0% of the Company’s then-outstanding common stock (the “Minimum Ownership Threshold”), Mr. Feld (or, if Mr. Feld is no longer serving on the Board, the substitute Starboard employee director who replaced Mr. Feld) will immediately resign from the Board. Furthermore, until the earlier of (x) 15 business days prior to the deadline for the submission of stockholder nominations for the 2019 Annual Meeting and (y) 90 days prior to the first anniversary of the Annual Meeting, for so long as Starboard satisfies the Minimum Ownership Threshold, Starboard also has certain additional rights to recommend or select substitute directors as provided in the Starboard Agreement.Aircraft Lease AgreementOn November 9, 2017, the Company and Mr. Clark, our former CEO, entered into an Aircraft Lease Agreement (the “Aircraft Lease Agreement”) for the occasional lease by the Company of an aircraft owned by Mr. Clark. Under the Aircraft Lease Agreement, the Company will reimburse Mr. Clark for business travel on his aircraft at a rate of $2,500 per flight hour plus additional operating costs. The Nominating and GovernanceAudit Committee of our Board of Directors approved the Aircraft Lease Agreement after completing a competitive analysis of comparable chartered aircraft rates, which showed that the reimbursement rate is at or below market rates for the charter of similar aircraft. The Nominating and Governanceduring FY18 also adopted a Company-wide Aircraft Usage Policy, which governs the approved business usage of corporate aircraft, including Mr. Clark’s, and set an annual cap on the amount of expenses to be incurred by the Company under the policy at two million dollars. During FY19, we incurred approximately $2 millionInvestigation) in fees for the aircraft owned by Mr. Clark. Please see “Executive Compensation and Related Information — Summary Compensation Table” on page 42 for more information.Board IndependenceIt is the policy of the Board and NASDAQ’s rules require that listed companies have a board of directors with at least a majority of independent directors, as defined under NASDAQ’s Marketplace Rules. Currently, each member of our Board, other than our interim Chief Executive Officer, Richard S. Hill, is an independent director, and all standing committees of the Board are composed entirely of independent directors, in each case under NASDAQ’s independence definition. The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company.September 2018. In addition, the Board has made a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and our company with regard to each director’s business and other activities as they may relate to Symantec and our management. Based on this review and consistent with our independence criteria, the Board has affirmatively determined that the following current directors are independent: Sue Barsamian, Frank E. Dangeard, Peter A. Feld, Dale L. Fuller, Kenneth Y. Hao, David W. Humphrey, David L. Mahoney, Anita M. Sands, Daniel H. Schulman, V. Paul Unruh and Suzanne M. Vautrinot.Item 14. Principal Accountant Fees and ServicesWe regularly review the services and fees from our independent registered public accounting firm, KPMG LLP (“KPMG”). These services and fees are also reviewedconnection with the Audit Committee annually.Investigation, we voluntarily contacted the U.S. Securities and Exchange Commission (SEC) in April 2018. The SEC commenced a formal investigation with which we cooperated. In accordance with standard policy, KPMG periodically rotatesApril 2022, the individuals who are responsible for Symantec’s audit. Symantec’s Audit Committee has determinedSEC Staff informed the Company that the providing of certain non-audit services, as described below, is compatible with maintaining the independence of KPMG.In addition to performing the audit of Symantec’s consolidated financial statements, KPMG provided various other services during FY19it concluded its investigation and FY18. Symantec’s Audit Committee has determined that KPMG’s provisioning of these services, which are described below, does not impair KPMG’s independence from Symantec.intend to recommend an enforcement action by the Commission against us.aggregate fees billed for FY19lead plaintiff’s consolidated amended complaint alleged that, during a purported class period of May 11, 2017 to August 2, 2018, defendants made false and FY18 for eachmisleading statements in violation of Sections 10(b) and 20(a), and that certain individuals violated Section 20A, of the following categoriesSecurities Exchange Act. Defendants filed motions to dismiss, which the Court granted in an order dated June 14, 2019. Pursuant to that order, plaintiff filed a motion seeking leave to amend and a proposed first amended complaint on July 11, 2019. The Court granted the motion in part on October 2, 2019, and the first amended complaint was filed on October 11, 2019. The Court’s order dismissed certain claims against certain of services are as follows:categoriesinitial class opt out period closed on August 25, 2020.above table haveclass action, for $70 million, and on June 8, 2021, the definitions assigned under Item 9parties executed a Stipulation and Agreement of Schedule 14A promulgatedSettlement, subject to Court approval and exclusive of any claims that may be brought by shareholders who opted out of the class action. Of the $70 million, $67.1 million was covered under the applicable insurance policy with the remainder to be paid by the Company. The Court approved the settlement on February 12, 2022.these categories includecertain common law causes of action to recover alleged damages for losses incurred by the funds for their purchases or acquisitions of our common stock during the class period. In the fourth quarter of fiscal 2022, we made an immaterial settlement offer in particularthis matter, for which we have accrued.following components:(1)“Audit fees” include feesU.S. District Courts for audit services principally related to the year-end examinationDistrict of Delaware and the quarterly reviewsNorthern District of California, Delaware Chancery Court, and Delaware Superior Court, arising generally out of the same facts and circumstances as alleged in the securities class action and alleging claims for breach of fiduciary duty and related claims; these lawsuits include an action brought derivatively on behalf of our consolidated financial statements, consultation on matters that arise during2008 Employee Stock Purchase Plan. No specific amount of damages has been alleged in these lawsuits. We have also received demands from purported stockholders to inspect corporate books and records under Delaware law. At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a reviewresult of the derivative lawsuits or audit, reviewestimate the range of SEC filings, audit services performedany potential loss.acquisitionsindemnification obligations, which could adversely affect our business, results of operations, and divestiturescash flows.audit fees.(2)“Audit related fees” includeattorney’s fees which arewith respect to the State of Florida’s claims. On February 28 2022, we reached a settlement in principle with the State of New York and Relator to resolve all of the New York claims asserted in the litigation for assurance and related services other than those included in Audit fees.(3)“Tax fees” include fees for tax compliance and advice.(4)“All other fees” include fees for all other non-audit services, principally for services in relation to certain information technology audits.An accounting firm other than KPMG performs supplemental internal audit services for Symantec. Another accounting firm provides the majority of Symantec’s outside tax services.Policy on Audit Committee Pre-ApprovalAuditthe low end of the range of probable estimated losses from this matter is $50 million, inclusive of the settlement with the States of Florida and Permissible Non-Audit ServicesNew York, which we have accrued. It is possible that the litigation could lead to claims or findings of Independent Registered Public Accounting FirmThe Audit Committee’s policy isviolations of the False Claims Act and could be material to pre-approve all auditour results of operations and permissible non-audit services providedcash flows for any period. Resolution of False Claims Act investigations can ultimately result in the payment of somewhere between 1 and 3 times the actual damages proven by the independent registered public accounting firm. These servicesgovernment, plus civil penalties. There is a reasonable possibility that a loss may include audit services, audit-related services, tax serviceshave been incurred in excess of our accrual for this matter; however, such loss cannot be reasonably estimated.other services. Pre-approval is detailed aswhose electronic communications were alleged to have been intercepted by the Company without prior consent and, on behalf of the class, seeks statutory damages, attorney’s fees and costs, and injunctive relief. On March 12, 2021, the Company removed the case to the particular service or categoryDistrict Court for the Middle District of servicesFlorida and is generally subject to a specific budget. The independent registered public accounting firmfiled its Answer and management are required to periodically reportAffirmative Defenses to the Audit Committee regardingcomplaint. The Company then filed a Motion for Judgment on the extentPleadings on April 20, 2021. On April 29, 2021, Plaintiff filed a Motion for Leave to File an Amended Complaint. On July 22, 2021, the Court granted Plaintiff leave to file an amended complaint and deemed the Motion for Judgment on the Pleadings moot. On August 5, 2021, the Company filed a Motion to Dismiss the First Amended Complaint. On September 9, 2021, the Plaintiff filed a Notice of services provided by the independent registered public accounting firm in accordance with this pre-approval,Voluntary Dismissal Without Prejudice and the fees forCourt entered an Order on September 16, 2021, dismissing the services performedcase without prejudice.date. The Audit Committeeour business. Although adverse decisions (or settlements) may also pre-approve particular services on a case-by-case basis.Alloccur in one or more of the services relatingcases, it is not possible to estimate the fees describedpossible loss or losses from each of these cases. The final resolution of these lawsuits, individually or in the table above were approved byaggregate, is not expected to have a material adverse effect on our business, results of operations, financial condition or cash flows.Audit Committee. Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 2.01(§) 8-K 000-17781 2.01 8/8/2019 2.02 8-K 000-17781 2.01 8/10/2021 2.03 8-K 000-17781 2.02 8/10/2021 2.04 8-K 000-17781 2.03 8/10/2021 3.01 10-K 000-17781 3.01 5/21/2021 3.02 8-K 000-17781 3.02 11/4/2019 3.03 10-K 000-17781 3.06 5/28/2020 4.01 10-K 000-17781 4.01 5/28/2020 4.02 10-K 000-17781 4.02 5/28/2020 4.03 8-K 000-17781 4.01 9/16/2010 4.04 8-K 000-17781 4.02 6/14/2012 Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 4.05 8-K 000-17781 10.01 2/9/2016 4.06 8-K 000-17781 10.01 3/7/2016 4.07 8-K 000-17781 2.02 6/14/2016 4.08 10-Q 000-17781 2.03 8/5/2016 4.09 8-K 000-17781 4.01 2/9/2017 4.10 8-K 000-17781 4.02 2/9/2017 4.11 8-K 000-17781 10.01 11/12/2019 4.12 8-K 000-17781 10.02 11/12/2019 4.13 10-K 000-17781 4.14 5/28/2020 4.14 10-K 000-17781 4.15 5/28/2020 10.01(*) 8-K 000-17781 10.01 1/23/2006 10.02(*) 8-K 000-17781 10.03 3/7/2016 10.03(*) 10-K 000-17781 10.05 5/24/2010 10.04(*) 10-Q 000-17781 10.01 11/1/2011 10.05(*) 10-Q 000-17781 10.06 2/7/2020 10.06(*) 8-K 000-17781 10.01 12/3/2018 Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 10.07(*) 10-K 000-17781 10.10 10/26/2018 10.08(*) 10-Q 000-17781 10.03 8/6/2020 10.09(*) 10-K 000-17781 10.09 5/21/2021 10.10(*) 10-K 000-17781 10.10 5/21/2021 10.11 10-Q 000-17781 4.03 8/5/2016 10.12 10-Q 000-17781 4.05 8/5/2016 10.13 10-Q 000-17781 4.02 8/5/2016 10.14 10-Q 000-17781 4.01 2/3/2017 Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 10.15 10-Q 000-17781 4.02 2/3/2017 10.16 10-Q 000-17781 4.03 2/3/2017 10.17(*) 8-K 000-17781 10.03 10/25/2013 10.18(*) 10-K 000-17781 10.18 5/21/2021 10.19(*) 10-K 000-17781 10.19 5/21/2021 10.20(*) 10-Q 000-17781 10.03 8/2/2021 10.21(*) 10-Q 000-17781 10.04 8/2/2021 10.22(§§) Assignment of Copyright and Other Intellectual Property Rights, by and between Peter Norton and Peter Norton Computing, Inc., dated August 31, 1990. S-4 33-35385 10.37 6/13/1990 10.23(†) S-1/A 333-83777 10.27 8/6/1999 10.24 10-Q 000-17781 10.01 8/7/2007 10.25 10-Q 000-17781 10.01 11/16/2018 10.26 10-Q 000-17781 10.02 11/16/2018 Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 10.27(*) 10-Q 000-17781 10.01 7/8/2020 10.28 8-K 000-17781 10.01 11/4/2019 10.29 8-K 000-17781 10.01 7/8/2020 10.30(+) 10-Q 000-17781 10.01 2/5/2021 10.31 10-K 000-17781 10.31 5/21/2021 10.32 8-K 000-17781 10.02 9/3/2021 10.33 8-K 000-17781 10.01 9/3/2021 10.34 8-K 000-17781 10.01 6/7/2021 21.01 X 23.01 X 24.01 X 31.01 X 31.02 X 32.01(††) X Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 32.02(††) X 101.00 The following financial information from NortonLifeLock Inc.'s Annual Report on Form 10-K for the fiscal year ended April 1, 2022 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity (Deficit), (vi) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags. X 104.00 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X * Indicates a management contract, compensatory plan or arrangement. ** Filed by LifeLock, Inc. § The exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally copies of any such exhibits and schedules to the SEC upon request. §§ Paper filing. † Filed by Veritas Software Corporation. †† This exhibit is being furnished, rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. + Certain portions of this document that constitute confidential information have been redacted in accordance with Regulations S-K, Item 601(b)(10). Amendment No. 1 to this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the 25th20th day of July 2019.May 2022.SYMANTEC CORPORATIONNORTONLIFELOCK INC. ByBy: /s/ Vincent Pilette Date /s/ Vincent Pilette May 20, 2022 Vincent Pilette /s/ Natalie Derse Executive Vice President and Chief Financial Officer EXHIBIT INDEXExhibit
(Principal Financial Officer and Principal Accounting Officer)Incorporated by ReferenceFiledNumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith31.03Board XFrank E. Dangeard 31.04Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002/s/ Sue Barsamian Director May 20, 2022 Sue Barsamian X/s/ Eric K. Brandt Director May 20, 2022 Eric K. Brandt /s/ Nora Denzel Director May 20, 2022 Nora Denzel /s/ Peter A. Feld Director May 20, 2022 Peter A. Feld /s/ Kenneth Y. Hao Director May 20, 2022 Kenneth Y. Hao /s/ Emily Heath Director May 20, 2022 Emily Heath /s/ Sherrese M. Smith Director May 20, 2022 Sherrese M. Smith