Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesxþ No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesxþ No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Noxþ

Shares of Symantec common stock, $0.01 par value per share, outstanding as of ~~January 30,~~August 1, 2014: ~~691,554,385~~690,468,702 shares.


		December 27,			March 29,				July 4, 2014		March 28, 2014 *
		2013			2013 *				(Unaudited)
		(Unaudited)							(Dollars in millions)
		(Dollars in millions)
ASSETS	ASSETS							ASSETS
Current assets:
Cash and cash equivalents		$	3,813		$	4,685			$	3,067	$	3,707
Short-term investments			77			62				982		377
Trade accounts receivable, net			892			1,031				685		1,007
Inventories, net			13			24				11		14
Deferred income taxes			170			169				149		142
Deferred commissions			106			130				118		115
Other current assets			245			315				276		290

Total current assets			5,316			6,416				5,288		5,652
Property and equipment, net			1,110			1,122				1,140		1,116
Intangible assets, net			809			977				735		768
Goodwill			5,856			5,841				5,871		5,858
Long-term deferred commissions			29			29				18		21
Other long-term assets			138			123				112		124

Total assets		$	13,258		$	14,508			$	13,164	$	13,539


LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY							LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	306		$	334			$	230	$	282
Accrued compensation and benefits			338			422				333		365
Deferred revenue			3,087			3,496				3,141		3,322
Current portion of long-term debt			—			997
Other current liabilities			418			318				275		337

Total current liabilities			4,149			5,567				3,979		4,306
Long-term debt			2,094			2,094				2,095		2,095
Long-term deferred revenue			501			521				572		581
Long-term deferred tax liabilities			440			426				462		425
Long-term income taxes payable			242			318				132		252
Other long-term obligations			74			60				86		83

Total liabilities			7,500			8,986				7,326		7,742
Commitments and contingencies (Note 7)

Commitments and contingencies (Note 5)
Stockholders’ equity:
Common stock			7			7				7		7
Additional paid-in capital			6,885			7,313				6,547		6,744
Accumulated other comprehensive income			182			199				196		194
Accumulated deficit			(1,316	)		(1,997	)			(912)		(1,148)

Total stockholders’ equity			5,758			5,522				5,838		5,797

Total liabilities and stockholders’ equity		$	13,258		$	14,508			$	13,164	$	13,539

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

														��
	Three Months Ended						Nine Months Ended						Three Months Ended
	December 27,			December 28,			December 27,			December 28,			July 4, 2014		June 28, 2013
	2013			2012			2013			2012			(Unaudited)
	(Unaudited)												(In millions, except per share data)
	(In millions, except per share data)
Net revenue:
Content, subscription, and maintenance	$	1,508		$	1,521		$	4,527		$	4,494		$	1,574	$	1,520
License		197			270			524			664			161		189

Total net revenue		1,705			1,791			5,051			5,158			1,735		1,709
Cost of revenue:
Content, subscription, and maintenance		244			256			759			752			269		263
License		26			27			67			62			27		22
Amortization of intangible assets		13			16			41			53			13		15

Total cost of revenue		283			299			867			867			309		300

Gross profit		1,422			1,492			4,184			4,291			1,426		1,409
Operating expenses:
Sales and marketing		608			724			1,851			2,059			644		652
Research and development		252			249			761			745			308		262
General and administrative		97			117			330			336			103		119
Amortization of intangible assets		28			71			128			215			29		71
Restructuring and transition		32			27			237			85			20		81

Total operating expenses		1,017			1,188			3,307			3,440			1,104		1,185
Operating income		405			304			877			851			322		224
Interest income		3			4			9			9			3		3
Interest expense		(20	)		(38	)		(65	)		(102	)		(21)		(25)
Other (expense) income, net		(1	)		20			37			15
Other income, net														1		18

Income before income taxes		387			290			858			773			305		220
Provision for income taxes		104			74			177			208			69		63

Net income	$	283		$	216		$	681		$	565		$	236	$	157
Less: Income (loss) attributable to noncontrolling interest		—			—			—			—

Net income attributable to Symantec Corporation stockholders	$	283		$	216		$	681		$	565

Net income per share attributable to Symantec Corporation stockholders — basic	$	0.41		$	0.31		$	0.98		$	0.80
Net income per share attributable to Symantec Corporation stockholders — diluted	$	0.40		$	0.31		$	0.96		$	0.80
Weighted-average shares outstanding attributable to Symantec Corporation stockholders — basic		696			693			697			704
Weighted-average shares outstanding attributable to Symantec Corporation stockholders — diluted		702			702			706			710
Basic net income per share													$	0.34	$	0.23
Diluted net income per share													$	0.34	$	0.22
Weighted-average shares outstanding — basic														692		697
Weighted-average shares outstanding — diluted														697		707
Cash dividends declared per common share	$	0.15		$	—		$	0.45		$	—		$	0.15	$	0.15

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.


	Three Months Ended						Nine Months Ended
	December 27,			December 28,			December 27,			December 28,			Three Months Ended
	2013			2012			2013			2012			July 4, 2014		June 28, 2013
	(Unaudited)												(Unaudited)
	(Dollars in millions)												(Dollars in millions)
Net income	$	283		$	216		$	681		$	565		$	236	$	157
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments:
Translation adjustments		(1	)		(1	)		(3	)		15			2		(18)
Reclassification adjustments for (gain) loss included in net income		—			(1	)		—			(1	)

Net foreign currency translation adjustments		(1	)		(2	)		(3	)		14			2		(18)

Available-for-sale securities:
Unrealized gain on available-for-sale securities, net of taxes of $0 million and $0 million for the three months ended December 27, 2013 and December 28, 2012, respectively and $0 million and $0 million for the nine months ended December 27, 2013 and December 28, 2012, respectively		—			14			—			15
Reclassification adjustments for realized gain included in net income, net of taxes of $0 million and $0 million for the three months ended December 27, 2013 and December 28, 2012, respectively and $10 million and $0 million for the nine months ended December 27, 2013 and December 28, 2012, respectively		—			—			(14	)		—
Unrealized gain on available-for-sale securities, net of taxes of $0 million and $0 million for the three months ended July 4, 2014 and June 28, 2013, respectively														-		(1)
Reclassification adjustments for realized gain included in net income, net of taxes of $0 million and $5 million for the three months ended July 4, 2014 and June 28, 2013, respectively														-		(3)

Net change in unrealized (loss) gain on available-for-sale securities		—			14			(14	)		15			-		(4)

Other comprehensive (loss) income, net of taxes		(1	)		12			(17	)		29			2		(22)

Comprehensive income		282			228			664			594		$	238	$	135
Less: Comprehensive income attributable to noncontrolling interest		—			1			—			2

Comprehensive income attributable to Symantec Corporation stockholders	$	282		$	227		$	664		$	592

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.


	Nine Months Ended
	December 27,			December 28,			Three Months Ended
	2013			2012			July 4, 2014		June 28, 2013
	(Unaudited)						(Unaudited)
	(Dollars in millions)						(Dollars in millions)
*OPERATING ACTIVITIES:*
Net income	$	681		$	565		$	236	$	157
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		207			213			74		70
Amortization of intangible assets		170			268			42		86
Amortization of debt issuance costs and discounts		6			44			1		5
Stock-based compensation expense		111			125			43		39
Deferred income taxes		9			17			20		31
Excess income tax benefit from the exercise of stock options		(13	)		(2	)		(3)		(9)
Net gain from sale of short-term investments		(32	)		—			-		(16)
Other		8			(3	)		1		10
Net change in assets and liabilities, excluding effects of acquisitions:
Trade accounts receivable, net		145			(144	)		308		285
Inventories, net		11			9			3		6
Deferred commissions		27			21			-		(5)
Accounts payable		(54	)		(8	)		(57)		(64)
Accrued compensation and benefits		(83	)		40			(34)		(97)
Deferred revenue		(470	)		(150	)		(185)		(199)
Income taxes payable		30			39			(148)		(9)
Other assets		30			(45	)		14		1
Other liabilities		49			(8	)		(22)		21

Net cash provided by operating activities		832			981			293		312
*INVESTING ACTIVITIES:*
Purchases of property and equipment		(183	)		(245	)		(92)		(61)
Cash payments for acquisitions, net of cash acquired		(17	)		(28	)		(19)		-
Purchases of short-term investments		(174	)		—			(712)		-
Proceeds from maturity and sales of short-term investments		166			46			99		32
Other		—			3

Net cash used in investing activities		(208	)		(224	)		(724)		(29)
*FINANCING ACTIVITIES:*
Repayments of debt and other obligations		(1,189	)		—			(18)		(1,189)
Proceeds from convertible note hedge		189			—			-		189
Net proceeds from sales of common stock under employee stock benefit plans		183			100			23		54
Excess income tax benefit from the exercise of stock options		13			2			3		9
Tax payments related to restricted stock units		(32	)		(14	)		(29)		(25)
Dividends paid, net		(314	)		—			(104)		(105)
Repurchases of common stock		(375	)		(701	)		(125)		(125)
Purchase of additional equity interest in subsidiary		—			(92	)
Proceeds from debt issuance, net of discount		—			996
Debt issuance costs		—			(7	)
Proceeds from other financing, net								34		-

Net cash (used in) provided by financing activities		(1,525	)		284
Net cash used in financing activities								(216)		(1,192)
Effect of exchange rate fluctuations on cash and cash equivalents		29			(3	)		7		(27)

Change in cash and cash equivalents		(872	)		1,038			(640)		(936)
Beginning cash and cash equivalents		4,685			3,162			3,707		4,685

Ending cash and cash equivalents	$	3,813		$	4,200		$	3,067	$	3,749

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

The accompanying unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements of Symantec Corporation (“Symantec,” “we,” “us,” “our,” and “the Company” refer to Symantec Corporation and all of its subsidiaries) as of ~~December 27, 2013~~July 4, 2014 and March ~~29, 2013,~~28, 2014, and for the three ~~and nine~~ months ended ~~December 27,~~July 4, 2014 and June 28, 2013 ~~and December 28, 2012,~~ have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.”) for interim financial information and with the instructions on Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In accordance with those rules and regulations, we have omitted certain information and notes normally provided in our annual Consolidated Financial Statements. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring items, except as otherwise noted, necessary for the fair presentation of our financial position, results of operations, and cash flows for the interim periods. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March ~~29, 2013.~~28, 2014. The results of operations for the three ~~and nine~~ months ended ~~December 27, 2013~~July 4, 2014 are not necessarily indicative of the results expected for the entire fiscal year.

~~Segment reporting change~~We have a 52/53-week fiscal accounting year. Unless otherwise stated, references to three month ended periods in this report relate to fiscal periods ended July 4, 2014 and June 28, 2013. The July 4, 2014 fiscal quarter consisted of 14 weeks, whereas the June 28, 2013 fiscal quarter consisted of 13 weeks. Our 2015 fiscal year consists of 53 weeks and ends on April 3, 2015.

~~We modified~~Certain immaterial amounts in our segment reporting structure to match our new operating structure and how our Chief Operating Decision Maker (“CODM”) views the business and allocates resources, beginning from the first quarter of fiscal 2014. The CODM function is comprised of our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and President of Products and Services. Reclassifications of prior period financial information have been made to conform to the current period presentation. This change does not impact previously reported2014 Condensed Consolidated Financial Statements ~~of the Company. See Note 9 for additional information on~~within operating expenses have been reclassified to be comparable with classifications used in our ~~segment reporting change.~~2015 Condensed Consolidated Financial Statements.

We evaluate contingent liabilities including threatened or pending litigation and government investigations in accordance with the authoritative guidance on contingencies. We assess the likelihood of any adverse judgments or outcomes from potential claims or proceedings, as well as potential ranges of probable losses, when the outcomes of the claims or proceedings are probable and reasonably estimable. A determination of the amount of accrued liabilities required, if any, for these contingencies is made after the analysis of each separate matter. Because of uncertainties related to these matters, we base our estimates on the information available at the time of our assessment. As additional information becomes available, we reassess the potential liability related to our pending claims, litigation and government investigations, and may revise our estimates. Any revisions in the estimates of potential liabilities could have a material impact on our operating results and financial position.

Effective March 30, 2013, we changed our accounting policy for sales commissions that are incremental and directly related to customer sales contracts in which revenue is deferred. These commission costs are accrued and capitalized upon execution of a non-cancelable customer contract, and subsequently expensed over the term of such contract in proportion to the related future revenue streams. For commission costs where revenue is recognized, the related commission costs are recorded in the period of revenue recognition. Prior to this change in accounting policy, commission costs were expensed in the period in which they were incurred. The adoption of this accounting policy change has been applied retrospectively to all periods presented in this Quarterly Report on Form 10-Q, in which the cumulative effect of the change has been reflected as of the beginning of the first period presented. Deferred commissions as of December 27, 2013 and March 29, 2013 were $135 million and $159 million, respectively. During the three and nine months ended December 27, 2013, we capitalized $42 million and $126 million of commission costs and amortized $49 million and $153 million to sales expense, respectively. During the three and nine months ended December 28, 2012, we deferred $57 million and $134 million of commission costs and amortized $51 million and $157 million to sales expense, respectively.

We believe this change in accounting policy is preferable as the direct and incremental commission costs are closely related to the revenue, and therefore they should be recorded as an asset and recognized as an expense over the same period that the related revenue is recognized.

The cumulative effect of the change on accumulated deficit and accumulated other comprehensive income was $109 million and $3 million, respectively, as of March 30, 2012. The following tables present the changes to financial statement line items as a result of the accounting change for the periods presented in the accompanying unaudited Condensed Consolidated Financial Statements:

The change in accounting policy does not affect our balance of cash and cash equivalents and as a result did not change net cash flows from operating, investing, or financing activities in our Condensed Consolidated Statement of Cash Flows for the nine months ended December 28, 2012.

There have been no ~~other~~ material changes in our significant accounting policies for the three ~~and nine~~ months ended ~~December 27, 2013,~~July 4, 2014, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended March ~~29, 2013, other than as discussed above.~~28, 2014.

On May 28, 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, that requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers, and will replace most existing revenue recognition guidance in U.S. GAAP. The new standard is effective for the Company April 1, 2017, and early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that the standard will have on our Condensed Consolidated Financial Statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

There was no other recently issued authoritative guidance that has a material impact to our Condensed Consolidated Financial Statements through the reporting date.

For assets and liabilities measured at fair value, such amounts are based on an expected exit price representing the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

Cash equivalents. Cash equivalents consist of money market funds that are classified as Level 1, and corporate securities and commercial paper classified as Level 2, all of which have an original maturity of three months or less, and the carrying amount is a reasonable estimate of fair value.

Short-term investments. Short-term investments consist of U.S. government securities with original maturities greater than three months and are classified as recurring Level 1. Also included in short-term investments are commercial paper, federal agency and corporate and international government securities with original maturities greater than three months, which are classified as Level 2. Short-term investments are priced using inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the fair value of these assets. Marketable equity securities are classified as Level 1 and are recorded at fair value using quoted prices in active markets for identical assets.

There have been no transfers between fair value measurement levels during the three ~~and nine~~ months ended ~~December 27, 2013.~~July 4, 2014. The following table summarizes our assets measured at fair value on a recurring basis, by level, within the fair value hierarchy:


	December 27, 2013						March 29, 2013						July 4, 2014						March 28, 2014
	Level 1		Level 2		Total		Level 1		Level 2		Total		Level 1		Level 2		Total		Level 1		Level 2		Total
	(Dollars in millions)												(Dollars in millions)
Cash equivalents⁽¹⁾	$	2,390	$	10	$	2,400	$	3,469	$	—	$	3,469	$	2,124	$	15	$	2,139	$	2,380	$	40	$	2,420
Other short-term investments		44		29		73		—		—		—
Short-term investments:
Corporate bonds														-		203		203		-		120		120
U.S. government securities														159		-		159		95		-		95
U.S. agency securities														-		150		150		-		45		45
Commercial paper														-		91		91		-		24		24
Other investments														-		66		66		-		47		47
Marketable equity securities		4		—		4		62		—		62		6		-		6		6		-		6

As of July 4, 2014 and March 28, 2014, the fair value of the Company’s long-term debt, based on Level 2 inputs, was $2.2 billion.


	User Productivity & Protection		Information Security			Information Management		Total			User Productivity & Protection		Information Security		Information Management		Total
	(Dollars in millions)										(Dollars in millions)
Net balance as of March 29, 2013	$	1,649	$	1,486		$	2,706	$	5,841
Net balance as of March 28, 2014											$	1,649	$	1,502	$	2,707	$	5,858
Additions⁽¹⁾		—		16			—		16			11		-		-		11
Adjustments⁽²⁾		—		(1	)		—		(1	)		-		2		-		2

Net balance as of December 27, 2013	$	1,649	$	1,501		$	2,706	$	5,856
Net balance as of July 4, 2014											$	1,660	$	1,504	$	2,707	$	5,871

~~Effective in the first quarter of fiscal 2014, we evaluated our segment reporting structure and modified the reporting~~ to ~~match our new operating structure. Our reporting units for~~an acquired business.

⁽²⁾ Adjustments made to goodwill are the same as our reportable operating segments, and the net goodwill balance has been allocated to the reporting units based on their relative fair value. See Note 9 of these Condensed Consolidated Financial Statements for information regarding the changes related to segment information.reflect foreign currency exchange rate fluctuations.

As a result of the change in our segments, we assessed goodwill for impairment immediately prior to the changes to the new reporting units and determined that the estimated fair value of our reporting units exceeded their respective carrying amount including goodwill. Based on the results of our impairment analysis, we do not believe that impairment existed as of the date of the change in our segments.


	July 4, 2014							March 28, 2014
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Remaining Useful Life
	(Dollars in millions)
Customer relationships	$	766	$	(494)	$	272	3 years	$	766	$	(469)	$	297	3 years
Developed technology		295		(154)		141	3 years		287		(142)		145	4 years
Finite-lived tradenames		125		(106)		19	1 years		125		(103)		22	2 years
Patents		21		(15)		6	3 years		21		(14)		7	4 years
Indefinite-lived tradenames		297		-		297	Indefinite		297		-		297	Indefinite

Total	$	1,504	$	(769)	$	735	3 years	$	1,496	$	(728)	$	768	3 years

Total future amortization expense for intangible assets that have finite lives is as follows:


	December 27,		July 4, 2014
	2013		(Dollars in millions)
	(Dollars in millions)
Remainder of fiscal 2014	$	41
2015		157
Remainder of fiscal 2015			$	118
2016		106		108
2017		87		88
2018		66		67
2019				37
Thereafter		55		20

Total	$	512	$	438


	December 27,			March 29,						��
	2013			2013			July 4, 2014		March 28, 2014
	(Dollars in millions)						(Dollars in millions)
Computer hardware and software	$	1,764		$	1,820		$	1,813	$	1,797
Office furniture and equipment		138			172			142		140
Buildings		532			530			541		539
Leasehold improvements		338			310			366		356

		2,772			2,832			2,862		2,832
Accumulated depreciation		(1,772	)		(1,853	)		(1,853)		(1,823)

		1,000			979			1,009		1,009
Construction in progress		31			64			52		28
Land		79			79			79		79

Total	$	1,110		$	1,122		$	1,140	$	1,116

During the ~~quarter~~three months ended ~~December 27, 2013,~~July 4, 2014, we declared and paid a ~~common stock~~ cash dividend of ~~$104 million or~~ $0.15 per common ~~share. During the nine months ended December 27, 2013, we declared and paid common stock cash dividends~~share for a total of ~~$314~~$104 million, ~~with each quarterly dividend being $0.15 per common share. Each quarterly dividend~~which was recorded as a reduction to ~~additional~~Additional paid-in capital. In addition, our Board of Directors approved dividend equivalent rights entitling holders of restricted stock and performance-based stock to dividend equivalents to be paid in the form of cash upon vesting, for each share of the underlying units. ~~No dividends~~

On August 6, 2014, we declared a cash dividend of $0.15 per share of common stock to be paid on September 17, 2014 to stockholders of record as of the close of business on August 27, 2014. All shares of common stock issued and outstanding, and unvested restricted stock and performance-based stock, as of the record date will be entitled to the dividend and dividend equivalents, ~~were paid in any periods prior to fiscal 2014. All~~respectively. Any future dividends and dividend equivalents ~~are~~will be subject to the approval of our Board of Directors.

Changes in ~~Accumulated Other Comprehensive Income~~accumulated other comprehensive income by ~~Component~~component

Components of ~~Accumulated Other Comprehensive Income,~~accumulated other comprehensive income, on a net of tax basis, were as follows:


	Foreign Currency Translation Adjustments			Unrealized Gain On Available-For-Sale Securities			Total			Foreign Currency Translation Adjustments		Unrealized Gain On Available-For-Sale Securities		Total
	(Dollars in millions)									(Dollars in millions)
Balance as of March 29, 2013	$	183		$	16		$	199
Balance as of March 28, 2014										$	191	$	3	$	194
Other comprehensive income before reclassifications		(3	)		—			(3	)		2		-		2
Amounts reclassified from accumulated other comprehensive income		—			(14	)		(14	)		-		-		-

Balance as of December 27, 2013	$	180		$	2		$	182
Balance as of July 4, 2014										$	193	$	3	$	196

~~The~~There were no effects onto net income of amounts reclassified from ~~Accumulated Other Comprehensive Income were as follows:~~

Inaccumulated other comprehensive income for the first quarter of fiscal 2007, we issued $1.0 billion in principal amount of 1.00% Convertible Senior Notes (“1.00% notes”), due in June 2013. On June 15, 2013, the principal balance on those notes matured and was settled by a cash payment of $1.0 billion, along with the $5 million semi-annual interest payment. In addition, we elected to pay the conversion value above par value in cash in the amount of $189 million. Concurrently with the payment of the conversion value we received $189 million from our note hedge, which we had entered into at the time of the issuance of the 1.00% notes.

At the time of issuance of the 1.00% notes, we granted warrants to affiliates of certain initial purchasers of the notes whereby they had the option to purchase up to 52.7 million shares of our common stock at a price of $27.1330 per share. All the warrants expired unexercised on various dates during the quarterthree months ended ~~September 27, 2013, there was no dilutive impact from the warrants on the Company’s earnings per share.~~July 4, 2014.

Our restructuring and transition costs and liabilities consist primarily of severance, facilities costs, and transition and other related costs. Severance generally includes severance payments, outplacement services, health insurance coverage, and legal costs. Facilities costs generally include rent expense and lease termination costs, less estimated sublease income. Transition and other related costs primarily consist of severance costs associated with acquisition integrations in efforts to streamline our business operations, and costs associated with the planning, design, testing, and data conversion phases of a new enterprise resource planning (“ERP”) system. Restructuring and transition costs are managed at the corporate level and are not allocated to our reportable segments. See Note 9 of these Condensed Consolidated Financial Statements for information regarding the reconciliation of total segment operating income to total consolidated operating income.

In the fourth quarter of fiscal 2013, we announced our strategy focusing on three priority areas, developing innovative products and services, changing our go-to-market plans and investing in people, process and technology infrastructure to make it easier to do business with us and improve our execution. We also initiated a restructuring plan in the fourth quarter of fiscal 2013 to reduce management and redundant personnel resulting in headcount reductions across the Company. The remaining costs associated with these actions are expected to be incurred throughout the remainder of fiscal 2014. As of December 27, 2013, total costs related to these plans incurred were $200 million, primarily related to severance and related employee benefits, and the remaining costs for severance and benefits are anticipated to be less than $50 million.

Our other exit and disposal costs consist primarily of costs associated with closing or consolidating certain facilities. Largely as a result of business acquisitions, management may deem certain leased facilities to be in excess and plan to exit them either at the time of acquisition or after the acquisition in conjunction with our efforts to integrate and streamline our operations. As of December 27, 2013, liabilities for these excess facility obligations at several locations around the world are expected to be paid over the respective lease terms, the longest of which extends through fiscal 2018.

In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, subsidiaries and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements or representations and warranties made by us. In addition, our bylaws contain indemnification obligations to our directors, officers, employees and agents, and we have entered into indemnification agreements with our directors and certain of our officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our bylaws and to provide additional procedural protections. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, we have not incurred material costs as a result of obligations under these agreements and we have not accrued any liabilities related to such indemnification obligations in our Condensed Consolidated Financial Statements.

We provide limited product warranties and the majority of our software license agreements contain provisions that indemnify licensees of our software from damages and costs resulting from claims alleging that our software infringes on the intellectual property rights of a third party. Historically, payments made under these provisions have been immaterial. We monitor the conditions that are subject to indemnification to identify if a loss has occurred.

During the first quarter of fiscal 2013, we were advised by the Commercial Litigation Branch of the Department of Justice’s Civil Division and the Civil Division of the U.S. Attorney’s Office for the District of Columbia that the government is investigating our compliance with certain provisions of our U.S. General Services Administration (“GSA”) Multiple Award Schedule Contract No. GS-35F-0240T effective January 24, 2007, including provisions relating to pricing, country of origin, accessibility, and the disclosure of commercial sales practices.

As reported on the GSA’s publicly-available database, our total sales under the GSA Schedule contract were approximately ~~$210~~$222 million from the period beginning January 2007 and ending ~~December 2011.~~September 2012. We ~~are~~have fully ~~cooperating~~cooperated with the government throughout its investigation and in January 2014, ~~met with~~ representatives of the government ~~who presented us with an~~indicated that their initial analysis of our actual damages exposure from direct government sales under the GSA schedule is approximately $145 million; since the initial meeting, the government’s analysis of our potential damages exposure relating to direct sales has increased. The government has also indicated they are going to pursue claims for certain sales to New York, California, and Florida as well as sales to the federal government through reseller GSA Schedule contracts, which could significantly increase our potential damages exposure.

In 2012, a sealed civil lawsuit was filed against Symantec related to compliance with the GSA Schedule contract and contracts with California, Florida, and New York. On July 18, 2014, the Court-imposed seal expired, and the government intervened in the ~~amount of approximately $145 million. We are currently in~~lawsuit. Symantec and the ~~process of evaluating the government’s initial analysis.~~ government continue to discuss potential resolutions through confidential settlement discussions.

It is possible that the ~~investigation~~litigation could lead to claims or findings of violations of the False Claims Act, and could be material to our results of operations and cash flows for any period. Resolution of False Claims Act investigations can ultimately result in the payment of somewhere between one and three times the actual damages proven by the government, plus civil penalties in some cases, depending upon a number of factors. ~~As a result of these developments, we considered the need for an accrual for a potential loss. Considering the preliminary stage~~Our current estimate of the ~~negotiated resolution process with~~low end of the ~~government,~~range of estimated loss from this matter is $25 million, which we have accrued. However, we are currently unable to determine a precise range of estimated losses resulting from this matter. ~~However, we determined that the amount subject to accrual (representing our best estimate of the low end of such range) was not material to the company’s Condensed Consolidated Financial Statements.~~

We are also involved in a number of other judicial and administrative proceedings that are incidental to our business. Although adverse decisions (or settlements) may occur in one or more of the cases, it is not possible to estimate the possible loss or losses from each of these cases. The final resolution of these lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on our business, results of operations, financial condition or cash flow.


	Three Months Ended December 27, 2013					Nine Months Ended December 27, 2013					Three Months Ended July 4, 2014
	(In millions, except per share data)										(Dollars in millions, except per share data)
Total number of shares repurchased					5					15					6
Dollar amount of shares repurchased				$	125				$	375				$	125
Average price paid per share				$	23.76				$	24.22				$	20.71
Range of price paid per share	$	20.90	-	$	25.58	$	20.90	-	$	27.09	$	19.59	-	$	22.88

Through our stock repurchase programs we have repurchased shares on a quarterly basis since the fourth quarter of fiscal 2004. During the fourth quarter of fiscal 2013, our Board of Directors authorized a new $1.0 billion stock repurchase program which commenced in fiscal 2014. Our active stock repurchase ~~programs have $783~~program has $533 million remaining authorized for future repurchase as of ~~December 27, 2013,~~July 4, 2014, and ~~neither program has~~does not have an expiration date.

In the fourth quarter of fiscal 2013, we announced a new strategy and created three new business segments which provide customers with integrated solutions that solve their important problems. We also made changes in our organizational structure. As of the first quarter of fiscal 2014, we modified our segment reporting structure to more readily match the new operating structure based on information reviewed by our CODM. The three reporting segments, which are the same as our operating segments, are as follows:

There were no intersegment sales during the three ~~and nine~~ months ended ~~December 27, 2013~~July 4, 2014 or ~~December~~June 28, ~~2012. The historical information presented has been retrospectively adjusted to reflect the new segment reporting.~~2013. The following table summarizes the operating results of our reporting segments:


	User Productivity & Protection			Information Security			Information Management			Total Segments			User Productivity & Protection			Information Security			Information Management			Total Segments
	(Dollars in millions)												(Dollars in millions)
Three Months Ended December 27, 2013
Three Months Ended July 4, 2014
Net revenue	$	718		$	327		$	660		$	1,705		$	740		$	345		$	650		$	1,735
Percentage of total net revenue		42	%		19	%		39	%		100	%		43	%		20	%		37	%		100	%
Operating income		269			65			179			513			270			68			89			427
Operating margin		37	%		20	%		27	%					36	%		20	%		14	%
Three Months Ended December 28, 2012

Three Months Ended June 28, 2013
Net revenue	$	750		$	336		$	705		$	1,791		$	732		$	336		$	641		$	1,709
Percentage of total net revenue		42	%		19	%		39	%		100	%		43	%		20	%		37	%		100	%
Operating income		235			26			203			464			257			25			148			430
Operating margin		31	%		8	%		29	%					35	%		7	%		23	%
Nine Months Ended December 27, 2013
Net revenue	$	2,169		$	979		$	1,903		$	5,051
Percentage of total net revenue		43	%		19	%		38	%		100	%
Operating income		783			140			473			1,396
Operating margin		36	%		14	%		25	%
Nine Months Ended December 28, 2012
Net revenue	$	2,232		$	972		$	1,954		$	5,158
Percentage of total net revenue		43	%		19	%		38	%		100	%
Operating income		762			30			547			1,339
Operating margin		34	%		3	%		28	%

From time to time, our management makes minor modifications to our segment reporting structure to more readily match our operating structure. All historical periods have been adjusted to reflect any modifications to the segment reporting structure.

Operating segments are based upon the nature of the business and how the business is managed. Our ~~CODM~~Chief Operating Decision Maker uses financial information to evaluate the performance of, and to assign resources to, each of the operating segments. We do not allocate to the operating segments certain operating expenses, which we manage separately at the corporate level. These unallocated costs primarily include amortization of intangible assets, restructuring and transition charges, stock-based compensation expense, ~~impairment charges,~~ and acquisition-related charges.

The reconciliation of total segment operating income to total consolidated operating income is as follows:


	Three Months Ended				Nine Months Ended				Three Months Ended
	December 27, 2013		December 28, 2012		December 27, 2013		December 28, 2012		July 4, 2014		June 28, 2013
	(Dollars in millions)								(Dollars in millions)
Total segment operating income	$	513	$	464	$	1,396	$	1,339	$	427	$	430
Reconciling items:
Stock-based compensation										43		39
Amortization of intangibles		41		87		169		268		42		86
Restructuring & transition		32		27		237		85		20		81
Stock-based compensation		34		42		111		125
Acquisition-related expenses		1		4		2		10

Total consolidated operating income	$	405	$	304	$	877	$	851	$	322	$	224

The following table sets forth the total stock-based compensation expense recognized in our Condensed Consolidated Statements of Income:


	Three Months Ended						Nine Months Ended						Three Months Ended
	December 27, 2013			December 28, 2012			December 27, 2013			December 28, 2012			July 4, 2014		June 28, 2013
	(Dollars in millions, except per share data)												(Dollars in millions, except per share data)
Cost of revenue	$	5		$	4		$	13		$	12		$	6	$	4
Sales and marketing		15			18			44			51			17		14
Research and development		9			13			34			37			13		13
General and administrative		5			7			20			25			7		8

Total stock-based compensation expense		34			42			111			125			43		39
Tax benefit associated with stock-based compensation expense		(7	)		(12	)		(28	)		(36	)		(12)		(11)

Net stock-based compensation expense	$	27		$	30		$	83		$	89		$	31	$	28

Net stock-based compensation expense per share attributable to Symantec Corporation stockholders — basic	$	0.04		$	0.04		$	0.12		$	0.13
Net stock-based compensation expense per share attributable to Symantec Corporation stockholders — diluted	$	0.04		$	0.04		$	0.12		$	0.13
Net stock-based compensation expense per share — basic													$	0.04	$	0.04
Net stock-based compensation expense per share — diluted													$	0.04	$	0.04

The following table summarizes additional information pertaining to our stock-based compensation:

During the first quarter of fiscal 2014, we granted 67,550 Restricted Stock Awards to members of our Board of Directors, each award had a fair value of $24.35, and vested immediately upon grant. As a result, we recorded $2 million of stock-based compensation expense for these awards during the first quarter of fiscal 2014.

The Company’s 2013 Equity Incentive Plan (“2013 Plan”) and an amendment to the Company’s 2008 Employee Stock Purchase Plan (“2008 ESPP”) were approved by the Board of Directors and stockholders of the Company and became effective on October 22, 2013. The number of authorized shares of the Company’s common stock issuable under the 2013 Plan is 45 million shares. All outstanding stock awards granted under the Company’s 2004 Equity Incentive Plan (“2004 Plan”) will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the applicable 2004 Plan, but no additional awards will be granted under the 2004 Plan. In addition, the amendment to the 2008 ESPP increased the number of authorized shares of the Company’s common stock issuable thereunder by 30 million shares.

The effective tax rate was approximately ~~27%~~23% and ~~21%~~29% for the three ~~and nine~~ months ended ~~December 27,~~July 4, 2014 and June 28, 2013, ~~and 26% and 27% for the three and nine months ended December 28, 2012,~~ respectively.

For the three ~~and nine~~ months ended ~~December 27, 2013,~~July 4, 2014, the tax ~~provision~~expense was reduced by ~~a net tax benefit of $7~~$17 million ~~related to certain foreign operations. The tax provision was also reduced by~~in tax benefits ~~of $2 million and $13 million for the three and nine months ended December 27, 2013, respectively,~~primarily resulting from ~~individually insignificant~~ tax settlements, lapses of statutes of limitations, and prior year items. For the ~~nine~~three months ended ~~December 27,~~June 28, 2013, the tax provision was further reduced by $33 million for the resolution of a tax matter related to the sale of our 49% ownership interest in the joint venture with Huawei during the fourth quarter of fiscal 2012 as well as by $24 million for tax benefits related to the settlement of the Symantec 2005 through 2008 Internal Revenue Service (“IRS”) audit. These tax benefits were partially offset by $12 million in tax expense, in the nine months ended December 27, 2013, resulting from the sale of short-term investments.

~~For the three and nine months ended December 28, 2012,~~ the tax expense was reduced by $7$3 million ~~and $18 million, respectively,~~ in tax benefits primarily resulting from tax settlements, lapses of statutes of limitations, and prior year items. These tax benefits were offset by ~~a $9~~$6 million in tax expense resulting from ~~an increase in valuation allowance on state research tax credits for~~ the ~~nine months ended December 28, 2012.~~

The provision for the ~~nine~~three months ended ~~December 27,~~July 4, 2014 and June 28, 2013 ~~and December 28, 2012~~ otherwise reflects a forecasted tax rate of 28% and 29%., respectively. The forecasted tax rates for ~~all~~both periods presented reflect the benefits of lower-taxed international earnings, domestic manufacturing incentives, and research and development credits (the U.S. federal Research and Development tax credit expired on December 31, 2013), partially offset by state income taxes.

We are a U.S.-based multinational company subject to tax in multiple U.S. and international tax jurisdictions. A substantial portion of our international earnings were generated from subsidiaries organized in Ireland and Singapore. Our results of operations would be adversely affected to the extent that our geographical mix of income becomes more weighted toward jurisdictions with higher tax rates and would be favorably affected to the extent the relative geographic mix shifts to lower tax jurisdictions. Any change in our mix of earnings is dependent upon many factors and is therefore difficult to predict.

The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Although potential resolution of uncertain tax positions involve multiple tax periods and jurisdictions, it is reasonably possible that the gross unrecognized tax benefits related to these audits could decrease (whether by payment, release, or a combination of both) in the next 12 months by ~~$160~~between $30 million and $120 million. ~~This amount includes approximately $116 million paid in the settlement of the Symantec 2005 through 2008 IRS audit.~~ Depending on the nature of the settlement or expiration of statutes of limitations, we estimate ~~at least $20~~between $15 million and $65 million could affect our income tax provision and therefore benefit the resulting effective tax rate. As of July 4, 2014, we have $126 million on deposit with the IRS pertaining to U.S. tax matters in the Symantec fiscal 2009 through 2012 audit cycle, which includes a $104 million deposit made during the quarter ended July 4, 2014.

We continue to monitor the progress of ongoing tax controversies and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.

The components of earnings per share ~~attributable to Symantec Corporation stockholders~~ are as follows:

On January 29, 2014, we announced a quarterly dividend in the amount of $0.15 per share of common stock to be paid on March 19, 2014 to stockholders of record as of February 24, 2014. All shares of common stock issued and outstanding, and unvested restricted stock and performance-based stock as of the record date will be entitled to the dividend and dividend equivalents, respectively. Any future dividends and dividend equivalents will be subject to the approval of our Board of Directors.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Forward-looking statements~~Forward-Looking Statements and ~~factors that may affect future results~~Factors That May Affect Future Results

The discussion below contains forward-looking statements, which are subject to safe harbors under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Act, and the Exchange Act of 1934, as amended (the “Exchange Act”).Forward-looking statements include references to our ability to utilize our deferred tax assets, as well as statements including words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” and similar expressions. In addition, statements that refer to projections of our future financial performance, anticipated growth and trends in our businesses and in our industries, the anticipated impacts of acquisitions, our intent to pay quarterly cash dividends in the future, the actions we intend to take as part of our new strategy, the expected impact of our new strategy and other characterizations of future events or circumstances areforward-looking statements. These statements are only predictions, based on our current expectations about future events and may not prove to be accurate. We do not undertake any obligation to update these forward-looking statements to reflect events occurring or circumstances arising after the date of this report. These forward-looking statements involve risks and uncertainties, and our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements on the basis of several factors, including those that we discuss in Risk Factors, set forth in Part I, Item 1A, of our annual report on Form 10-K for the fiscal year ended March ~~29, 2013.~~28, 2014. We encourage you to read that section carefully.

We have a 52/53-week fiscal accounting year ending on the Friday closest to March 31. The three ~~and nine~~ months ended ~~December 27,~~July 4, 2014 and June 28, 2013 ~~and December 28, 2012 each~~ consisted of ~~13 weeks~~14 and 3913 weeks, respectively.

Symantec Corporation protects the world’s information and is a global leader in security, backup and availability solutions. Our ~~innovative~~market leading products and services protect people and information in any ~~digital~~ environment – from the smallest mobile device, to the enterprise data center, to cloud-based systems. ~~Our software and services protect against advanced threats independent of the device and environment in which information is used or stored.~~

~~Our strategy~~We operate a global civilian cyber intelligence threat network and track a vast number of threats across the Internet from hundreds of millions of mobile devices, endpoints and servers across the globe. We believe one of our competitive advantages is our database of threat indicators which allows us to ~~establish leadership~~reduce the number of false positives and provide faster and better protection for customers through all of our products.

We are leveraging our capabilities in ~~this evolving information-centric world by identifying~~advanced threat protection and ~~delivering~~data loss prevention and extending them into our core security offerings. We are also pioneering new solutions ~~that solve large unmet or underserved customer needs, while building competitive advantage~~in growing markets like mobile, cloud, appliances, backup, data loss prevention, and creating sustainable financial performance. To successfully implement our strategy we are focusing on three priority areas, developing innovative products and services, changing our go-to-market plans, and investing in people, process and technology infrastructure to make it easier to do business with us and improve our execution.

Since announcing our new strategy we have reallocated resources to develop new integrated offerings, restructured the sales organization into new and renewals business teams, redesigned our channel strategy, and simplified our management structure. These critical changes are designed to build a strong foundation for long-term growth.

In fiscal ~~2014~~2015, we are ~~making changes~~focused on five priorities: optimizing certain businesses for operating margin, prioritizing investments for growth, further reducing costs and improving efficiencies, attracting top talent to our ~~offerings, go-to-market plans~~executive team, and continuing to return significant cash to shareholders. We are optimizing some of our ~~organizational structure as~~businesses by methodically evaluating every product line to balance our profitability targets against our objectives. In order to prioritize investments for growth, we ~~strive~~are realigning our research and development budgets to ~~create sustainable growth. We have developed a three-pronged approach to our offering strategy which includes managing our portfolio of point solutions and reallocating~~apply the best resources to the ~~offerings~~most promising market opportunities. To further reduce costs and improve efficiencies, we ~~estimate have~~are consolidating our global footprint, data centers, and product support capabilities as well as streamlining the ~~greatest growth potential, expanding~~way we run our ~~total addressable market by delivering innovative new offerings that integrate our technologies~~businesses with initiatives to ~~solve our customers’ most significant problems,~~increase research and ~~focusing on developing relationships with other industry leaders that will begin the process of building ecosystems that delivers more value to our customers.~~

development efficiencies and sales productivity. We ~~believe that sales and marketing of our innovative and differentiated products~~ are enhanced by knowledgeable salespeople who can convey the strong value of our technology. As such, we restructured the sales organization into new and renewals business teams. We also reorganized our direct sales force into functional areas of information security and information management. The focus of these specialized teams is to generate new business through new customer acquisition or through broadening existing customer relationships. We expect that by separating our direct sales force into specialized teams and focusing on new business, we will improve the efficiency and effectiveness of our sales process. Concurrently, we created a dedicated renewals team that is focused on ~~extending existing customer relationships and renewing contracts.~~

~~We are also investing in our indirect sales channels to build stronger, more strategic relationships that enable us to better serve consumers, small~~attracting talented business and ~~mid-market customers. Through our channel partner program we are seeking~~technology leaders to ~~align our offerings with~~ the ~~optimal route~~company. We remain committed to ~~market, leveraging our channel partner capabilities. We also plan~~returning significant cash to ~~align~~shareholders in the ~~economics~~form of dividends and incentives under these relationships based on the value created by the partner and their commitment to Symantec and our customers. We believe these changes will help us provide our end customer with high-quality sales and post-sales support experiences while expanding our business.

~~As part of our enhanced capital allocation strategy, in fiscal 2014 we initiated a quarterly cash dividend in addition to our on-going~~ share repurchases activity. Our Board of Directors approved a quarterly dividend of $0.15 per share of common stock, which was paid on December 18, 2013 to all stockholders of record as of November 25, 2013.buybacks.

Our ~~income and cash flows are being impacted by severance, other charges, and capital expenditures as we execute our organic growth strategy.~~

During the third quarter of fiscal 2014, following our final testing and data conversion stages, we implemented the critical financial reporting module of a new ERP system. The costs, other than capital expenditures, associated with this first phase of implementation of the core operating systems have been recorded in our financial statements in operating expenses as restructuring and transition expenses.

On December 20, 2013, we announced the departure of our Senior Vice President, acting Chief Financial Officer, and Chief Accounting Officer, Andrew H. Del Matto. Until a new Chief Financial Officer and Chief Accounting Officer have been appointed, Donald J. Rath will serve as our interim Chief Financial Officer and interim Chief Accounting Officer. Mr. Rath also serves as our Vice President of Tax.

Our operating segments are significant strategic business units that offer different products and services, distinguished by customer needs. ~~As of~~Since the first quarter of fiscal 2014, we ~~modified our segment~~have operated in three operating segments: User Productivity & Protection, Information Security, and Information Management. Our reporting ~~structure to match our new operating structure. The three reporting~~ segments ~~which~~ are the same as our operating ~~segments,~~segments. In connection with our five priorities, we are analyzing our operations and organization structure and will modify our segment reporting structure as ~~follows:~~necessary.

Revenue ~~declined following~~increased by $26 million for the three months ended July 4, 2014, as compared to the same period last year, primarily from an additional week of deferred revenue amortization as a result of the 14 week fiscal quarter ended July 4, 2014 compared to 13 weeks in the same period last year, largely offset by lower license revenue due to the transition of our sales force into new and renewals business ~~teams~~teams.

Revenue increased domestically and internationally during ~~the three and nine months ended December 27, 2013. Our content, subscription and maintenance revenue declined by $13 million for~~ the three months ended ~~December 27, 2013, while we experienced $33 million of growth during the nine months ended December 27, 2013, as compared to the same periods last year.~~

We also experienced lower license revenue domestically and internationally with a decline of $73 million and $140 million during the three and nine months ended December 27, 2013, respectively, compared to the same periods in the prior year. Our total net revenue declined $86 million and $107 million for the three and nine months ended December 27, 2013, respectively, as compared to the same periods last year, primarily due to lower sales activity. The Asia Pacific and Japan region experienced the largest net revenue decrease followed by Americas, while the EMEA region experienced net revenue growth during the nine months ended December 27, 2013, asJuly 4, 2014, compared to the same period last year. The EMEA region experienced the largest net revenue increase followed by Americas, while the Asia Pacific and Japan region experienced revenue declines. The EMEA region revenue included a favorable foreign currency fluctuation of $24 million, while the Asia Pacific and Japan region revenue ~~declined primarily due to~~included an unfavorable foreign currency ~~translation adjustments~~fluctuation resulting from the weakening of the Japanese yen compared to the U.S. dollar.

Deferred revenue was $3.6 billion as of December 27, 2013, compared to $4.0 billion at March 29, 2013, and $3.8 billion at December 28, 2012. The decline in the deferred revenue balance is primarily related to the decrease in sales activity during the second and third quarters of fiscal 2014. The lower deferred revenue balance as of December 27, 2013 will adversely affect our revenues in future quarters.

Gross margins remained constant at ~~83%~~82% during the three ~~and nine~~ months ended ~~December, 27, 2013~~July 4, 2014 when compared to the same ~~periods in the prior~~period last year. ~~Our~~Additionally, total cost of revenue ~~decreased $16 million~~remained relatively consistent for three months ended ~~December 27, 2013, but remained flat for the nine months ended December 27, 2013,~~July 4, 2014, as compared to the same ~~periods~~period in the prior year. The three month decrease in cost of revenue is in line with our lower maintenance revenue driven by weaker new business as we continue to see the effect of last quarter’s transition into new and renewals business teams. Additionally, our gross margins and cost of revenue were favorably impacted from lower intangible assets amortization expense during fiscal 2013.

Operating expenses declined by $81 million for the three months ended ~~December 27, 2013,~~July 4, 2014, as compared to the same period in the prior year, primarily from lower ~~sales and marketing expenses, which decreased by $116 million, and benefits~~restructuring costs as well as from ~~organization simplification combined with slower than expected hiring. The decline was also due to~~ lower ~~amortization expense for~~ intangible assets ~~of $43 million and lower general and administrative expenses of $20 million.~~

Operating expenses declined for the nine months ended December 27, 2013, as compared to the same period in the prior year primarily due to lower sales and marketing expenses, which decreased $208 million, and lower amortization ~~of intangible assets of $87 million, partially offset by higher restructuring expenses of $152 million.~~expense.

~~For further information on deferred commissions, refer to Note 1 of the Notes to Condensed Consolidated Financial Statements in this Form 10-Q.~~Accounting Estimates

There have been no ~~other~~ material changes in the matters for which we make critical accounting estimates in the preparation of our Condensed Consolidated Financial Statements during the three ~~and nine~~ months ended ~~December 27, 2013~~July 4, 2014 as compared to those disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report onForm 10-K for the fiscal year ended March ~~29, 2013.~~28, 2014.


																									Three Months Ended
	Three Months Ended												Nine Months Ended												July 4, 2014			June 28, 2013				Change in
	December 27,			December 28,			Change in						December 27,			December 28,			Change in						July 4, 2014						$				%
	2013			2012			$			%			2013			2012			$			%			(Dollars in millions)
	(Dollars in millions)
Content, subscription, and maintenance revenue	$	1,508		$	1,521		$	(13	)		(1	)%	$	4,527		$	4,494		$	33			1	%	$	1,574		June 28, 2013	$	1,520			$	54			4	%
Percentage of total net revenue		88	%		85	%								90	%		87	%								91	%		89	%
License revenue		197			270			(73	)		(27	)%		524			664			(140	)		(21	)%		161			189				(28)			(15)	%
Percentage of total net revenue		12	%		15	%								10	%		13	%								9	%		11	%

Total	$	1,705		$	1,791		$	(86	)		(5	)%	$	5,051		$	5,158		$	(107	)		(2	)%	$	1,735		$	1,709			$	26			2	%

Content, subscription and maintenance revenue represented ~~88% and 90%~~91% of total net revenue for the three ~~and nine~~ months ended ~~December 27, 2013, respectively.~~July 4, 2014. Our content, subscription and maintenance revenue ~~declined~~increased by ~~$13~~$54 million for the three months ended ~~December 27, 2013, while we experienced $33 million of growth during the nine months ended December 27, 2013, as~~July 4, 2014, compared to the same period last year, primarily due to ~~continued growth~~an additional week of amortization of deferred revenue as a result of the 14 week fiscal quarter ended July 4, 2014 compared to 13 weeks in ~~our NetBackup appliance business.~~the same period last year.

Our license revenue, which includes sales from software licenses, appliances, and certain revenue-sharing arrangements, declined by ~~$73 million and $140~~$28 million during the three ~~and nine~~ months ended ~~December 27, 2013, respectively,~~July 4, 2014, compared to the same ~~periods~~period last year. The license revenue decline was primarily due to greater sales incentives driving a high level of activity in the ~~prior~~same period last year. ~~These license revenue declines were due to lower sales activity resulting from the transition of our sales force into new and renewals business teams.~~

Net ~~revenue~~Revenue and ~~operating income~~Operating Income by ~~segment~~Segment


	Three Months Ended												Nine Months Ended												Three Months Ended
	December 27,			December 28,			Change in						December 27,			December 28,			Change in						July 4, 2014			June 28, 2013				Change in
	2013			2012			$			%			2013			2012			$			%			July 4, 2014						$				%
	(Dollars in millions)																								(Dollars in millions)
User Productivity & Protection revenue	$	718		$	750		$	(32	)		(4	)%	$	2,169		$	2,232		$	(63	)		(3	)%	$	740		June 28, 2013	$	732			$	8			1	%
Percentage of total net revenue		42	%		42	%								43	%		43	%								43	%		43	%
User Productivity & Protection operating income	$	269		$	235		$	34			14	%	$	783		$	762		$	21			3	%	$	270		$	257			$	13			5	%
User Productivity & Protection operating margin		37	%		31	%								36	%		34	%								36	%		35	%

User Productivity & Protection revenue ~~declined $32 million and $63 million~~remained relatively consistent for the three ~~and nine~~ months ended ~~December 27, 2013, respectively,~~July 4, 2014, as compared to the same ~~periods~~period last year. ~~The revenue decline was primarily due to weakness in endpoint management sales.~~

User Productivity & Protection operating income increased ~~for the three and nine months ended December 27, 2013, as compared to the same periods last year, due to lower advertising and promotional expenses, as well as a decline in salaries and wages.~~

~~Information Security revenue declined $9~~$13 million for the three months ended ~~December 27, 2013,~~July 4, 2014, as compared to the same period last year, ~~from decreased~~primarily due to reductions in cost of revenue driven by a decrease in ~~our data center security and mail and web security businesses, partially offset by~~fees to original equipment manufacturers (“OEMs”).

Information Security revenue increased ~~revenue in our data loss prevention business. Revenue~~$9 million for the ~~nine~~three months ended December 27, 2013 increased $7 million from increased revenue in our trust services and managed security services, partially offset by decreased revenue in data center security and mail and web security,July 4, 2014, as compared to the same period last ~~year.~~year, primarily due to increases in our trust services and data loss prevention businesses.

Information Security operating income increased ~~$39 million and $110~~$43 million for the three ~~and nine~~ months ended ~~December 27, 2013, respectively,~~July 4, 2014, as compared to the same period last year primarily from lower ~~salaries and wages, as well as, from lower outside services expenses.~~operating expenses due to our continued emphasis on cost reduction efforts.


	Three Months Ended												Nine Months Ended												Three Months Ended
	December 27,			December 28,			Change in						December 27,			December 28,			Change in						July 4, 2014			June 28, 2013				Change in
	2013			2012			$			%			2013			2012			$			%			July 4, 2014						$				%
	(Dollars in millions)																								(Dollars in millions)
Information Management revenue	$	660		$	705		$	(45	)		(6	)%	$	1,903		$	1,954		$	(51	)		(3	)%	$	650		June 28, 2013	$	641			$	9			1	%
Percentage of total net revenue		39	%		39	%								38	%		38	%								37	%		37	%
Information Management operating income	$	179		$	203		$	(24	)		(12	)%	$	473		$	547		$	(74	)		(14	)%	$	89		$	148			$	(59)			(40)	%
Information Management operating margin		27	%		29	%								25	%		28	%								14	%		23	%

Information Management revenue ~~declined $45 million and $51~~increased $9 million for the three ~~and nine~~ months ended ~~December 27, 2013,~~July 4, 2014, when compared to the same ~~periods~~period last year, primarily ~~from weakness in our information availability offerings and Backup Exec products, partially offset by~~due to an increase in revenue from our NetBackup appliance ~~business.~~ business offset by weakness in our Backup Exec products.

Information Management operating income decreased ~~$24 million and $74~~$59 million for the three ~~and nine~~ months ended ~~December 27, 2013, respectively,~~July 4, 2014, when compared to the same ~~periods~~period last year, ~~due to lower revenue~~driven by increased marketing spend and higher ~~materials costs related to the growth in~~research and development expenses for our ~~appliances business, coupled with higher costs associated with the growth in our services~~NetBackup appliance business.


	Three Months Ended												Nine Months Ended												Three Months Ended
	December 27,			December 28,			Change in						December 27,			December 28,			Change in						July 4, 2014			June 28, 2013				Change in
	2013			2012			$			%			2013			2012			$			%			July 4, 2014						$			%
	(Dollars in millions)																								(Dollars in millions)
Americas (U.S., Canada and Latin America)																												June 28, 2013
User Productivity & Protection segment	$	409		$	427		$	(18	)		(4	)%	$	1,241		$	1,271		$	(30	)		(2	)%	$	418		$	425			$	(7)		(2)	%
Information Security segment		172			178			(6	)		(3	)%		515			513			2			0	%		181			175				6		3	%
Information Management segment		333			351			(18	)		(5	)%		981			1,003			(22	)		(2	)%		341			333				8		2	%

Total Americas	$	914		$	956		$	(42	)		(4	)%	$	2,737		$	2,787		$	(50	)		(2	)%	$	940		$	933			$	7		1	%
Percentage of total net revenue		54	%		53	%								54	%		54	%								54	%		55	%
EMEA (Europe, Middle East, Africa)
User Productivity & Protection segment	$	193		$	189		$	4			2	%	$	577		$	556		$	21			4	%	$	204		$	189			$	15		8	%
Information Security segment		88			83			5			6	%		260			242			18			7	%		93			90				3		3	%
Information Management segment		213			226			(13	)		(6	)%		584			577			7			1	%		198			191				7		4	%

Total EMEA	$	494		$	498		$	(4	)		(1	)%	$	1,421		$	1,375		$	46			3	%	$	495		$	470			$	25		5	%
Percentage of total net revenue		29	%		28	%								28	%		27	%								29	%		27	%
Asia Pacific/Japan
User Productivity & Protection segment	$	116		$	134		$	(18	)		(13	)%	$	351		$	405		$	(54	)		(13	)%	$	118		$	118			$	-		0	%
Information Security segment		67			75			(8	)		(11	)%		204			217			(13	)		(6	)%		71			71				-		0	%
Information Management segment		114			128			(14	)		(11	)%		338			374			(36	)		(10	)%		111			117				(6)		(5)	%

Total Asia Pacific/Japan	$	297		$	337		$	(40	)		(12	)%	$	893		$	996		$	(103	)		(10	)%	$	300		$	306			$	(6)		(2)	%
Percentage of total net revenue		17	%		19	%								18	%		19	%								17	%		18	%

Total	$	1,705		$	1,791		$	(86	)		(5	)%	$	5,051		$	5,158		$	(107	)		(2	)%	$	1,735		$	1,709			$	26		2	%


U.S.	$	801		$	851		$	(50	)		(6	)%	$	2,420		$	2,486		$	(66	)		(3	)%	$	832		$	830			$	2		0	%
U.S. percentage of total net revenue		47	%		48	%								48	%		48	%								48	%		49	%
International		904			940			(36	)		(4	)%		2,631			2,672			(41	)		(2	)%		903			879				24		3	%
International percentage of total net revenue		53	%		52	%								52	%		52	%								52	%		51	%

Total	$	1,705		$	1,791		$	(86	)		(5	)%	$	5,051		$	5,158		$	(107	)		(2	)%	$	1,735		$	1,709			$	26		2	%

Revenue ~~declined~~increased domestically and internationally during the three months ended ~~December 27, 2013,~~July 4, 2014, when compared to the same period last year. For the ~~nine~~three months ended ~~December 27, 2013,~~July 4, 2014, the EMEA region experienced the largest net revenue increase followed by Americas, while the Asia Pacific and Japan region experienced ~~the largest~~a net revenue decrease ~~followed by Americas, while the EMEA region experienced net revenue growth~~ when compared to the same period last year. The ~~Asia Pacific and Japan~~EMEA region revenue ~~declined primarily due to~~included a favorable foreign currency ~~translation adjustments resulting from the weakening~~fluctuation of ~~the Japanese yen against the U.S. dollar~~$24 million for the three ~~and nine~~ months ended ~~December 27, 2013.~~July 4, 2014, compared to the same period last year.

Our international sales ~~are and~~ are expected to continue to be a significant portion of our revenue. As a result, revenue is expected to continue to be affected by foreign currency exchange rates as compared to the U.S. dollar. We are unable to predict the extent to which revenue in future periods will be impacted by changes in foreign currency exchange rates. If international sales become a greater portion of our total sales in the future, changes in foreign currency exchange rates may have a potentially greater impact on our revenue and operating results.


																									Three Months Ended
	Three Months Ended												Nine Months Ended												July 4, 2014			June 28, 2013				Change in
	December 27,			December 28,			Change in						December 27,			December 28,			Change in						July 4, 2014						$				%
	2013			2012			$			%			2013			2012			$			%			(Dollars in millions)
	(Dollars in millions)
Cost of content, subscription, and maintenance	$	244		$	256		$	(12	)		(5	)%	$	759		$	752		$	7			1	%	$	269		June 28, 2013	$	263			$	6			2	%
As a percentage of related revenue		16	%		17	%								17	%		17	%								17	%		17	%
Cost of license	$	26		$	27		$	(1	)		(4	)%	$	67		$	62		$	5			8	%	$	27		$	22			$	5			23	%
As a percentage of related revenue		13	%		10	%								13	%		9	%								17	%		12	%
Amortization of intangible assets	$	13		$	16		$	(3	)		(19	)%	$	41		$	53		$	(12	)		(23	)%	$	13		$	15			$	(2)			(13)	%
As a percentage of total net revenue		1	%		1	%								1	%		1	%								1	%		1	%

Total	$	283		$	299		$	(16	)		(5	)%	$	867		$	867		$	—			0	%	$	309		$	300			$	9			3	%

Gross margin		83	%		83	%								83	%		83	%								82	%		82	%

Cost of content, subscription, and maintenance consists primarily of technical support costs, costs of billable services, and fees to ~~original equipment manufacturers~~OEMs under revenue-sharing agreements. Cost of ~~revenues for content, subscription,~~license consists primarily of royalties paid to third parties under technology licensing agreements, appliance manufacturing costs, and ~~maintenance decreased~~other direct material costs. Our total cost of revenue remained relatively consistent for the three months ended ~~December 27, 2013, primarily due~~July 4, 2014, compared to ~~lower technology support expenses and a decrease in royalty fees.~~the same period last year.

Intangible assets are comprised of developed technologies and patents from acquired companies. Amortization decreased for the three ~~and nine~~ months ended ~~December 27, 2013,~~July 4, 2014, as compared with same ~~periods~~period last year, as certain developed technologies became fully amortized early in fiscal 2014.

Sales and marketing expense decreased for the three and nine months ended December 27, 2013, as compared to the same periods last year, primarily due to lower salaries and wages of $66 million and $98 million, respectively, and lower advertising and promotion expenses of $42 million and $86 million, respectively.

Research and development expense increased for the ~~nine~~three months ended ~~December 27, 2013,~~July 4, 2014, as compared to the same period last year, primarily due to higher salary and benefits of $14 million as a result of the 14 week fiscal quarter compared to the same period last year, as well as higher equipment cost of ~~$19~~$7 million ~~partially offset by lower salaries~~ and ~~wages of $5 million.~~an $11 million increase in other expenses.

General and administrative expense decreased for the three months ended ~~December 27, 2013,~~July 4, 2014, as compared to the same period last year, primarily due to ~~reduced~~a reduction of usage of outside services of ~~$7 million and lower salaries and wages of $6~~$20 million.

Amortization of intangible assets decreased by ~~$43 million and $87~~$42 million for the three ~~and nine~~ months ended ~~December 27, 2013, respectively,~~July 4, 2014, as compared to the same ~~periods~~period last year, as a result of various customer relationship intangibles becoming fully amortized at the end of the June 28, 2013 quarter.

Restructuring and transition costs consist of severance, facilities, transition and other related costs. Transition and other related costs consist of severance costs associated with acquisition integrations and other charges associated with the implementation of a new ERP system. Fordecreased by $61 million for the three ~~and nine~~ months ended ~~December 27, 2013, we recognized $32 million and $237 million of restructuring and transition costs. For~~July 4, 2014, as compared to the three and nine months ended December 28, 2012, we recognized restructuring and transition costs of $27 million and $85 million. For further information on restructuring and transition costs, see Note 6same period last year, as a result of the ~~Notes to Condensed Consolidated Financial Statements.~~restructuring plan initiated in fiscal 2013, which was substantially completed as of end of the year ended March 28, 2014.

We experienced favorable foreign currency effects on our operating expenses of ~~$10 million and $36~~$3 million in the three ~~and nine~~ months ended ~~December 27, 2013, respectively,~~July 4, 2014, as compared to the same ~~periods~~period last year. ~~We expect research and development expenses to continue to increase as we invest to drive organic growth.~~


	Three Months Ended												Nine Months Ended											Three Months Ended
	December 27,			December 28,			Change in						December 27,			December 28,			Change in					July 4, 2014			June 28, 2013				Change in
	2013			2012			$			%			2013			2012			$		%			July 4, 2014						$			%
	(Dollars in millions)																							(Dollars in millions)
Interest income	$	3		$	4								$	9		$	9							$	3		June 28, 2013	$	3
Interest expense		(20	)		(38	)								(65	)		(102	)							(21)			(25)
Other (expense) income, net		(1	)		20									37			15
Other income, net																									1			18

Total	$	(18	)	$	(14	)	$	(4	)		(29	)%	$	(19	)	$	(78	)	$	59		76	%	$	(17)		$	(4)			$	(13)		(325)	%

Percentage of total net revenue		(1	)%		(1	)%								0	%		(2	)%							(1)	%		0	%

The ~~decrease~~increase in non-operating expense, net, is primarily driven by a realized gain from sale of short-term investments of ~~$32~~$16 million during the ~~nine~~three months ended ~~December 27,~~June 28, 2013, ~~coupled with a decrease~~which was included in interest expense as we experienced lower amortization of debt issuance costs and discounts of $38 million following the maturity of our $1.0 billion 1.00% notes in June 2013, partially offset by a tax incentive received from the China tax bureau in the form of a value-added tax refund of $27 million for the nine months ended December 28, 2012.other income, net.


	Three Months Ended											Nine Months Ended												Three Months Ended
	December 27,			December 28,			Change in					December 27,			December 28,			Change in						July 4, 2014			June 28, 2013				Change in
	2013			2012			$		%			2013			2012			$			%									$				%
	(Dollars in millions)																							(Dollars in millions)
Provision for income taxes	$	104		$	74		$	30		41	%	$	177		$	208		$	(31	)		(15	)%	$	69			$	63			$	6		10	%
Effective tax rate on earnings		27	%		26	%							21	%		27	%								23	%		29	%

For the three ~~and nine~~ months ended ~~December 27, 2013,~~July 4, 2014, the tax ~~provision~~expense was reduced by ~~a net tax benefit of $7~~$17 million ~~related to certain foreign operations. The tax provision was also reduced by~~in tax benefits ~~of $2 million and $13 million for the three and nine months ended December 27, 2013, respectively,~~primarily resulting from ~~individually insignificant~~ tax settlements, lapses of statutes of limitations, and prior year items. For the ~~nine~~three months ended ~~December 27,~~June 28, 2013, the tax ~~provision~~expense was ~~further~~ reduced by ~~$33~~$3 million ~~for the resolution of a tax matter related to the sale of our 49% ownership interest~~ in ~~the joint venture with Huawei during the fourth quarter of fiscal 2012 as well as by $24 million for~~ tax benefits ~~related to the settlement~~primarily resulting from tax settlements, lapses of ~~the Symantec 2005 through 2008 IRS audit.~~statutes of limitations, and prior year items. These tax benefits were ~~partially~~ offset by ~~$12~~$6 million in tax expense ~~in the nine months ended December 27, 2013,~~ resulting from the sale of short-term investments. ~~For further information on our effective~~

The provision for the three months ended July 4, 2014 and June 28, 2013 otherwise reflects a forecasted tax rate ~~see Note 11~~ of 28% and 29%, respectively. The forecasted tax rates for both periods presented reflect the ~~Notes to the Condensed Consolidated Financial Statements.~~benefits of lower-taxed international earnings, domestic manufacturing incentives, and research and development credits (the U.S. federal research and development tax credit expired on December 31, 2013), partially offset by state income taxes.

We continue to monitor the progress of ongoing tax controversies and the impact, if any, of the expiration of the statute of limitations in various taxing jurisdictions.

We have historically relied on cash flow from operations, borrowings under a credit facility, and issuances of debt and equity securities for our liquidity needs. As of ~~December 27, 2013,~~July 4, 2014, we had cash, cash equivalents and short term investments of ~~$3.9~~$4 billion and an unused credit facility of $1.0 billion resulting in a liquidity position of approximately ~~$4.9~~$5 billion. As of ~~December 27, 2013, $2.2~~July 4, 2014, $2.5 billion in cash and cash equivalents were held by our foreign subsidiaries. We have provided U.S. deferred taxes on a portion of our undistributed foreign earnings sufficient to address the incremental U.S. tax that would be due if we needed such portion of these funds to support our operations in the U.S.

Senior Notes:In the first quarter of fiscal 2013, we issued $600 million in principal amount of 2.75% senior notes due June 15, 2017 and $400 million in principal amount of 3.95% senior notes due June 15, 2022, for an aggregate principal amount of $1.0 billion. In the second quarter of fiscal 2011, we issued $350 million in principal amount of 2.75% senior notes due September 15, 2015 and $750 million in principal amount of 4.20% senior notes due September 15, 2020, for an aggregate principal amount of $1.1 billion.

Revolving Credit Facility:In the second quarter of fiscal 2011, we entered into a $1.0 billion senior unsecured revolving credit facility (“credit facility”), which was amended in the first quarter of 2013 to extend the term to June 7, 2017. Under the terms of this credit facility, we must comply with certain financial and non-financial covenants, including a debt to EBITDA (earnings before interest, taxes, depreciation and amortization) covenant. As of ~~December 27, 2013,~~July 4, 2014, we were in compliance with all required covenants, and there was no outstanding balance on the credit facility.

We believe that our existing cash and investment balances, our available revolving credit facility, our ability to issue new debt instruments, and cash generated from operations will be sufficient to meet our working capital and capital expenditure requirements, as well as fund any cash dividends, ~~to be paid under the capital allocation program announced in January 2013~~principal and interest payments on debt and repurchases of our stock, for at least the next 12 months and foreseeable future. We have implemented a capital allocation strategy pursuant to which we expect to return over time approximately 50% of free cash flow to stockholders through a combination of dividends and share repurchases, while still enabling our company to invest in its future. Our strategy emphasizes organic growth through internal innovation and will be complemented by acquisitions that fit strategically and meet specific internal profitability hurdles.

Our principal cash requirements include working capital, capital expenditures, payments of principal and interest on our debt, and payments of taxes. Also, we may, from time to time, engage in the open market purchase of our notes prior to their maturity. Furthermore, our capital allocation strategy ~~includes plans for~~contemplates a quarterly cash dividend. In addition, we regularly evaluate our ability to repurchase stock, pay debts and acquire other businesses.

~~Convertible Senior Notes:~~ On June 15, 2013, the principal balance on our 1.00% notes matured and was settled by a cash payment of $1.0 billion, along with the $5 million semi-annual interest payment. In addition, we elected to pay the conversion value above par value in cash in the amount of $189 million. Concurrently with the payment of the conversion value, we received $189 million from the settlement of our note hedge, which we had entered into at the time of the issuance of the 1.00% notes.

Stock Repurchases:For the ~~nine~~three months ended ~~December 27, 2013,~~July 4, 2014, we repurchased 156 million shares, or ~~$375~~$125 million, of our common stock. During the ~~nine~~three months ended ~~December~~June 28, ~~2012,~~2013, we repurchased 425 million shares, or ~~$701~~$125 million, of our common stock. ~~As of December 27, 2013, we~~Our active stock repurchase program had ~~$783~~$533 million remaining ~~under the plans~~ authorized for future ~~repurchases. Our Board~~repurchase as of ~~Directors authorized a new $1.0 billion stock repurchase program during the fourth quarter of fiscal 2013.~~July 4, 2014, with no expiration date.

Dividend Program: ~~For~~During the ~~nine~~three months ended ~~December 27, 2013~~July 4, 2014, we declared and paid a cash ~~dividends~~dividend of $0.15 per ~~share of~~ common ~~stock per quarter~~share for a total of ~~$314~~$104 million, which was recorded as a reduction to additional paid-in capital. In addition, our Board of Directors approved dividend equivalent rights entitling holders of restricted stock and performance-based stock to dividend equivalents to be paid in the form of cash upon vesting, for each share of the underlying units. NoDuring the three months ended June 28, 2013 we declared and paid cash dividends ~~and~~of $0.15 per common share for a total of $105 million. On August 6, 2014, we declared a cash dividend ~~equivalents were paid in any periods prior to fiscal 2014. Our Board of Directors approved a quarterly dividend in the amount~~ of $0.15 per share of common stock to be paid on ~~December 18, 2013~~September 17, 2014 to stockholders of record as of ~~November 25, 2013.~~the close of business on August 27, 2014. All shares of common stock issued and outstanding, and unvested restricted stock and performance-based stock, as of the record date will be entitled to the dividend and dividend equivalents, respectively. Any future dividends and dividend equivalents will be subject to the approval of our Board of Directors.

Restructuring Plan:In the fourth quarter of fiscal 2013, we announced our strategy ~~to develop~~focusing on three priority areas, developing innovative products and services, ~~change~~changing our go-to-market plans and ~~simplify~~investing in people, process and technology infrastructure to make it easier to do business with us and improve our ~~organizational structure. We~~execution. In connection with this strategy we initiated a restructuring plan in the fourth quarter of

fiscal 2013 to reduce management and redundant personnel resulting in headcount reductions across the Company. ~~These actions are expected to be completed in fiscal 2014.~~ As of ~~December 27, 2013,~~July 4, 2014, total costs related to ~~these plans~~our plan incurred ~~to date~~from inception were $236 million. This amount was ~~$200 million,~~ primarily related to severance and related employee benefits costs and ~~we anticipate our remaining costs for severance and benefits to be less than $50 million.~~

~~Noncontrolling Interest:~~In July 2012, we completed a tender offer and paid $92 million to acquire VeriSign Japan common shares and stock rights, which increased our ownership percentage to 92%. In November 2012, we acquired the remaining 8% interest for $19 million and it became a wholly-owned subsidiary. The payment for the remaining 8% interest was ~~made in the fourth quarter~~substantially complete as of ~~fiscal 2013.~~March 28, 2014.

The following table summarizes, for the periods indicated, selected items in our Condensed Consolidated Statements of Cash Flows:


	Nine Months Ended						Three Months Ended
	December 27, 2013			December 28, 2012			July 4, 2014		June 28, 2013
	(Dollars in millions)						(Dollars in millions)
Net cash provided by (used in):
Operating activities	$	832		$	981		$	293	$	312
Investing activities		(208	)		(224	)		(724)		(29)
Financing activities		(1,525	)		284			(216)		(1,192)

We expect cash from our operating activities to fluctuate in future periods as a result of a number of factors, including the timing of our billings and collections, our operating results and the timing and amount of tax and other liability payments.

Net cash provided by operating activities was ~~$832~~$293 million for the ~~nine~~three months ended ~~December 27, 2013,~~July 4, 2014, which resulted from net income of ~~$681~~$236 million adjusted for non-cash items, including depreciation and amortization ~~charges~~ of ~~$383~~$117 million, as well as net changes in trade receivables resulting in inflows of ~~$145~~$308 million. These amounts were partially offset by decreases in deferred revenue of ~~$470 million.~~$185 million, and accrued compensation of $34 million, as well as by a tax payment of $104 million related to a previous IRS audit.

Net cash provided by operating activities was ~~$981~~$312 million for the ~~nine~~three months ended ~~December~~June 28, ~~2012,~~2013, which resulted from net income of ~~$565~~$157 million adjusted for non-cash items, ~~which largely included~~including depreciation and amortization charges of ~~$525~~$161 million, as well as net changes in trade receivables resulting in inflows of $285 million. These amounts were partially offset by ~~net changes in trade receivables resulting in outflows of $144 million and~~ decreases in deferred revenue of ~~$150~~$199 million and accrued compensation of $97 million.

Net cash used in investing activities was ~~$208~~$724 million for the ~~nine~~three months ended ~~December 27, 2013~~July 4, 2014 and was primarily due to the purchase of $712 million of short-term investments and payments of ~~$183~~$92 million for capital expenditures, ~~and the purchase of $174 million of short-term investments,~~ partially offset by ~~$166~~$99 million in net proceeds from maturity and sales of our short-term investments.

Net cash used in investing activities was ~~$224~~$29 million for the ~~nine~~three months ended ~~December~~June 28, ~~2012~~2013 and was primarily due to payments of $61 million for capital expenditures, offset by $32 million in net proceeds from the sale of ~~$245 million and payments for acquisitions, net of cash acquired, of $28 million.~~our short-term investments.

Net cash used in financing activities was ~~$1.5~~$216 million for the three months ended July 4, 2014 and was primarily due to repurchases of our common stock of $125 million and dividend payments of $104 million, partially offset by proceeds from sales of common stock under employee stock plans of $23 million.

Net cash used in financing activities was $1.2 billion for the ~~nine~~three months ended ~~December 27,~~June 28, 2013 and was primarily due to the repayment of our 1.00% notes of $1.2 billion, repurchases of our common stock of ~~$375~~$125 million and a dividend ~~payments~~payment of ~~$314~~$105 million, partially offset by proceeds from the exercise of our note hedge of $189 million and proceeds from sales of common stock under employee stock plans of ~~$183 million.~~

Net cash provided by financing activities was $284 million for the nine months ended December 28, 2012 and was primarily due to the proceeds from our issuance of $600 million in principal amount of 2.75% interest-bearing senior notes due June 15, 2017 and $400 million in principal amount of 3.95% interest-bearing senior notes due June 15, 2022, of $996 million, net of discount, offset by the repurchases of our common stock of $701$54 million.

There have been no significant changes during the ~~nine~~three months ended ~~December 27, 2013~~July 4, 2014 to the contractual obligations disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II, Item 7, of our Annual Report on Form 10-K for the fiscal year ended March ~~29, 2013.~~28, 2014.

There have been no significant changes in our market risk exposures during the ~~nine~~three months ended ~~December 27, 2013~~July 4, 2014 as compared to the market risk exposures disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II, Item 7A, of our Annual Report on Form 10-K for the fiscal year ended March ~~29, 2013.~~28, 2014.

The SEC defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our 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 interim Chief Executive Officer and ~~interim~~ Chief Financial Officer) has conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act). Based on such evaluation, our interim Chief Executive Officer and our ~~interim~~ Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.

During the three months ended December 27, 2013, we completed the first phase of conversion to a new enterprise resource planning (ERP) system and, accordingly, modified certain existing control processes as well as implemented new control processes to adapt toThere were no changes for our new ERP system. This first phase of implementation related primarily to core financial reporting systems. We believe that the new ERP system and related changes to processes and internal controls will enhance our internal control over financial reporting while providing us with the ability to scale our business. We have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during fiscal 2014 and will continue to evaluate the operating effectiveness of related key controls during subsequent periods. Other than these new control procedures, there was no other material change in our internal control over financial reporting ~~(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))~~ during the three months ended ~~December 27, 2013~~July 4, 2014 that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our interim Chief Executive Officer and ~~interim~~ Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Information with respect to this Item may be found in Note 75 of Notes to Condensed Consolidated Financial Statements in this Form 10-Q, which information is incorporated herein by reference.

A description of the risks associated with our business, financial condition, and results of operations is set forth in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended March ~~29, 2013.~~28, 2014. There have been no material changes in our risks from such description.

Stock repurchases during the three months ended ~~December 27, 2013~~July 4, 2014 were as follows:


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased Under Publicly Announced Plans or Programs		Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
	(In millions, except per share data)
March, 29 2014 to April 25, 2014		3	$	20.37		3	$	594
April, 26 2014 to May 30, 2014		3	$	21.07		3	$	533
May, 31 2014 to July 4, 2014		-	$	-		-	$	533

Total		6	$	20.71		6

For information regarding our stock repurchase programs, see Note 86 of Notes to Condensed Consolidated Financial Statements, which information is incorporated herein by reference.

The information required by this Item is set forth in the Exhibit Index that follows the signature page of this Report.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File
Number

Exhibit

File
Date

Filed with
this 10-Q

10.01*

~~Symantec Corporation 2013 Equity Incentive Plan, including form of Stock Option Grant – Terms and Conditions and form of RSU Awards Agreement~~

10.02*

10.01*

Amendment to Employment Offer Letter between Symantec Corporation ~~2008 Employee Stock Purchase Plan, as amended~~

~~S-8~~

~~333-191889~~

~~99.02~~

~~10/24/13~~

and Thomas J. Seifert, dated April 30, 2014

10.03*

10.02*

~~Symantec Corporation Senior~~FY15 Executive Annual Incentive Plan ~~as amended~~

~~8-K~~

~~000-17781~~

~~10.03~~

~~10/25/13~~

– Senior Vice President and Executive Vice President

31.01

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.02

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01†

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.02†

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Schema Linkbase Document

101.CAL

XBRL Taxonomy Calculation Linkbase Document

101.DEF

XBRL Taxonomy Definition Linkbase Document

101.LAB

XBRL Taxonomy Labels Linkbase Document

101.PRE

XBRL Taxonomy Presentation Linkbase Document


Delaware		77-0181864
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer
~~incorporation or organization)~~		Identification no.)


350 Ellis Street,
Mountain View, California		94043
(Address of principal executive offices)		(Zip Code)


	Page

PART I. FINANCIAL INFORMATION
*Item 1.Financial Statements***		3
Condensed Consolidated Balance Sheets as of ~~December 27, 2013~~July 4, 2014 and March ~~29, 2013~~28, 2014		3
Condensed Consolidated Statements of Income for the three ~~and nine~~ months ended ~~December 27,~~July 4, 2014 and June 28, 2013 ~~and December 28, 2012~~		4
Condensed Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~December 27,~~July 4, 2014 and June 28, 2013 ~~and December 28, 2012~~		5
Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~December 27,~~July 4, 2014 and June 28, 2013 ~~and December 28, 2012~~		6
Notes to Condensed Consolidated Financial Statements		7
*Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations***		1915
*Item 3.Quantitative and Qualitative Disclosures about Market Risk***		3124
*Item 4.Controls and Procedures***		3124
PART II. OTHER INFORMATION
*Item 1.Legal Proceedings***		3225
*Item 1A.Risk Factors***		3225
*Item 2.Unregistered Sales of Equity Securities and Use of Proceeds***		3225
*Item 6.Exhibits***		3225
*Signatures*		3326


	Nine Months Ended
	December 27, 2013		December 28, 2012
	(Dollars in millions, except per grant data)
*Restricted stock*
Weighted-average fair value per grant	$	24.46	$	15.41
Fair value of awards granted	$	231	$	169
Total fair value of awards vested	$	97	$	47
Total unrecognized compensation expense	$	273	$	248
Weighted-average remaining vesting period		3 years		3 years
*Performance-based restricted stock*
Weighted-average fair value per grant	$	19.04	$	16.15
Fair value of awards granted	$	33	$	29
Total fair value of awards vested	$	12	$	4
Total unrecognized compensation expense	$	13	$	18
Weighted-average remaining vesting period		2 years		2 years
*Stock options*
Weighted-average fair value per grant	$	—	$	4.07
Total intrinsic value of stock options exercised	$	54	$	20
Total unrecognized compensation expense	$	6	$	17
Weighted-average remaining vesting period		1 year		2 years


	March 29, 2013
	As Reported			Adjustment			As Adjusted
	(Dollars in millions)
Deferred income taxes	$	198		$	(29	)	$	169
Deferred commissions	$	—		$	130		$	130
Long-term deferred commissions	$	—		$	29		$	29
Other long-term assets	$	124		$	(1	)	$	123
Other current liabilities	$	313		$	5		$	318
Long-term deferred tax liabilities	$	403		$	23		$	426
Accumulated other comprehensive income	$	197		$	2		$	199
Accumulated deficit	$	(2,096	)	$	99		$	(1,997	)


	Three Months Ended December 28, 2012							Nine Months Ended December 28, 2012
	As Reported		Adjustment			As Adjusted		As Reported		Adjustment			As Adjusted
	(In millions, except per share data)
Operating expenses: Sales and marketing	$	730	$	(6	)	$	724	$	2,038	$	21		$	2,059
Provision for income taxes	$	72	$	2		$	74	$	217	$	(9	)	$	208
Net income attributable to Symantec Corporation stockholders	$	212	$	4		$	216	$	577	$	(12	)	$	565
Net income per share attributable to Symantec Corporation stockholders — basic	$	0.31	$	—		$	0.31	$	0.82	$	(0.02	)	$	0.80
Net income per share attributable to Symantec Corporation stockholders — diluted	$	0.30	$	0.01		$	0.31	$	0.81	$	(0.01	)	$	0.80
Weighted-average shares outstanding attributable to Symantec Corporation stockholders — basic		693		—			693		704		—			704
Weighted-average shares outstanding attributable to Symantec Corporation stockholders — diluted		702		—			702		710		—			710


	Amount Reclassified from Accumulated Other Comprehensive Income
	Three Months Ended		Nine Months Ended
	December 27, 2013		December 27, 2013
	(Dollars in millions)
Details about Accumulated Other Comprehensive Income Components						Affected Line Item in the Condensed Consolidated Statement of Income
Unrealized gain on available-for-sale securities	$	—	$	(24	)	Other (expense) income, net
Tax effects		—		10		Provision for income taxes

Total amount reclassified, net of taxes	$	—	$	(14	)


	March 29, 2013		Costs, Net of Adjustments ⁽¹⁾		Cash Payments			December 27, 2013		Cumulative Incurred to Date
	(Dollars in millions)
Restructuring liabilities:
Restructuring plan — severance	$	10	$	192	$	(146	)	$	56	$	200
Other exit and disposal costs		3		1		(3	)		1

Total restructuring liabilities	$	13	$	193	$	(149	)	$	57

Transition and other related costs				44

Total restructuring and transition			$	237

Balance Sheet:
Other current liabilities	$	11						$	56
Other long-term obligations		2							1

Total restructuring liabilities	$	13						$	57


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased Under Publicly Announced Plans or Programs		Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
	(In millions, except per share data)
September 28, 2013 to October 25, 2013		3	$	24.29		3	$	818
October 26, 2013 to November 22, 2013		2	$	22.49		2	$	783
November 23, 2013 to December 27, 2013		—	$	—		—	$	783

Total		5	$	23.76		5


		~~SYMANTEC CORPORATION~~ ~~(Registrant)~~

~~By:~~		~~/s/ STEPHEN M. BENNETT~~
		~~Stephen M. Bennett~~
		~~President, Chief Executive Officer and Director~~

~~By:~~		~~/s/ DONALD J. RATH~~
		~~Donald J. Rath~~
		~~Vice President, Tax, interim Chief Financial Officer~~ ~~and interim Chief Accounting Officer~~


				SYMANTEC CORPORATION
				(Registrant)

		By:		/s/ MICHAEL A. BROWN
				Michael A. Brown
				Interim President and Chief Executive Officer, and Director

		By:		/s/ THOMAS J. SEIFERT
				Thomas J. Seifert
				Executive Vice President and Chief Financial Officer

Large accelerated filerþ

x Accelerated filer ¨

~~Accelerated~~Non-accelerated filer¨

Smaller reporting company ¨

~~Non-accelerated filer~~

¨ (Do not check if a smaller reporting company)

~~Smaller reporting company~~