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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended October 2, 2015
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      
For the Transition Period from                to                
Commission File Number 000-17781
 Symantec Corporation
(Exact name of the registrant as specified in its charter)
Delaware
  
77-0181864
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. employer
Identification no.)
 
 
 
350 Ellis Street,
  
 
Mountain View, California
  
94043
(Address of principal executive offices)
 
(zip code)
Registrant’s telephone number, including area code:
(650) 527-8000
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.  Yes þ   No o
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).  Yes þ   No o
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):
Large accelerated filer þ
  
Accelerated filer o
  
Non-accelerated filer o
  
Smaller reporting company o
 
  
(Do not check if a smaller reporting company)                                        
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o    No þ
Shares of Symantec common stock, $0.01 par value per share, outstanding as of October 30, 2015: 675,526,104 shares
 



SYMANTEC CORPORATION
FORM 10-Q
Quarterly Period Ended October 2, 2015
TABLE OF CONTENTS
Page
 
 
 
 
 
 


2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SYMANTEC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 
October 2, 2015
 
April 3, 2015 *
 
(Unaudited)
(In millions, except par value)
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
3,097

 
$
2,874

Short-term investments
260

 
1,017

Accounts receivable, net
738

 
993

Deferred income taxes
207

 
152

Deferred commissions
112

 
131

Other current assets
250

 
255

Total current assets
4,664

 
5,422

Property and equipment, net
1,262

 
1,205

Intangible assets, net
572

 
628

Goodwill
5,847

 
5,847

Long-term deferred commissions
14

 
26

Other long-term assets
101

 
105

Total assets
$
12,460

 
$
13,233

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
Accounts payable
$
326

 
$
213

Accrued compensation and benefits
289

 
398

Deferred revenue
2,766

 
3,109

Current portion of long-term debt

 
350

Other current liabilities
348

 
383

Total current liabilities
3,729

 
4,453

Long-term debt
1,740

 
1,746

Long-term deferred revenue
505

 
555

Long-term deferred tax liabilities
381

 
308

Long-term income taxes payable
132

 
134

Other long-term obligations
81

 
102

Total liabilities
6,568

 
7,298

Commitments and contingencies

 

Stockholders’ equity:
 
 
 
Common stock, $0.01 par value, 3,000 shares authorized; 680 and 898 shares issued; 680 and 684 shares outstanding, respectively
7

 
7

Additional paid-in capital
5,794

 
6,094

Accumulated other comprehensive income
88

 
104

Retained earnings (accumulated deficit)
3

 
(270
)
Total stockholders’ equity
5,892

 
5,935

Total liabilities and stockholders’ equity
$
12,460

 
$
13,233

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

3


SYMANTEC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
October 2, 2015
 
October 3, 2014
 
(Unaudited)
 
(In millions, except per share data)
Net revenue:
 
 
 
 
 
 
 
Content, subscription, and maintenance
$
1,333

 
$
1,445

 
$
2,685

 
$
3,019

License
165

 
172

 
312

 
333

Total net revenue
1,498

 
1,617

 
2,997

 
3,352

Cost of revenue:
 
 
 
 
 
 
 
Content, subscription, and maintenance
225

 
240

 
444

 
509

License
29

 
25

 
51

 
52

Amortization of intangible assets
10

 
13

 
23

 
26

Total cost of revenue
264

 
278

 
518

 
587

Gross profit
1,234

 
1,339

 
2,479

 
2,765

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
516

 
565

 
1,037

 
1,209

Research and development
293

 
276

 
577

 
584

General and administrative
94

 
93

 
190

 
196

Amortization of intangible assets
17

 
27

 
36

 
56

Restructuring, separation, and transition
111

 
30

 
235

 
50

Total operating expenses
1,031

 
991

 
2,075

 
2,095

Operating income
203

 
348

 
404

 
670

Interest income
3

 
3

 
6

 
6

Interest expense
(19
)
 
(19
)
 
(39
)
 
(40
)
Other income (expense), net
2

 
1

 
(9
)
 
2

Income before income taxes
189

 
333

 
362

 
638

Provision for income taxes
33

 
89

 
89

 
158

Net income
$
156

 
$
244

 
$
273

 
$
480

Net income per share:
 
 
 
 
 
 
 
Basic
$
0.23

 
$
0.35

 
$
0.40

 
$
0.69

Diluted
$
0.23

 
$
0.35

 
$
0.40

 
$
0.69

Weighted-average shares outstanding:
 
 
 
 
 
 
 
Basic
682

 
690

 
682

 
691

Diluted
687

 
696

 
689

 
697

Cash dividends declared per common share
$
0.15

 
$
0.15

 
$
0.30

 
$
0.30

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

4


SYMANTEC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
October 2, 2015
 
October 3, 2014
 
(Unaudited)
 
(Dollars in millions)
Net income
$
156

 
$
244

 
$
273

 
$
480

Other comprehensive loss, net of taxes:
 
 
 
 
 
 
 
Foreign currency translation adjustments:
 
 
 
 
 
 
 
Translation adjustments
(34
)
 
(42
)
 
(22
)
 
(40
)
Reclassification adjustments for loss included in net income
1

 

 
1

 

Net foreign currency translation adjustments
(33
)
 
(42
)
 
(21
)
 
(40
)
Unrealized gain on available-for-sale securities, net of taxes of $3, $0, $3 and $0, respectively
5

 

 
5

 

Other comprehensive loss, net of taxes
(28
)
 
(42
)
 
(16
)
 
(40
)
Comprehensive income
$
128

 
$
202

 
$
257

 
$
440

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

5


SYMANTEC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
(Unaudited)
 
(Dollars in millions)
OPERATING ACTIVITIES:
 
 
 
Net income
$
273

 
$
480

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
143

 
145

Amortization of intangible assets
59

 
82

Amortization of debt issuance costs and discounts
2

 
2

Stock-based compensation expense
133

 
89

Deferred income taxes
17

 
30

Excess income tax benefit from the exercise of stock options
(6
)
 
(5
)
Other
9

 
3

Net change in assets and liabilities, excluding effects of acquisitions:
 
 
 
Accounts receivable, net
255

 
268

Deferred commissions
30

 
(3
)
Accounts payable
50

 
(77
)
Accrued compensation and benefits
(107
)
 
(50
)
Deferred revenue
(397
)
 
(374
)
Income taxes payable
(22
)
 
(101
)
Other assets
12

 
33

Other liabilities
(17
)
 
(56
)
Net cash provided by operating activities
434

 
466

INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(149
)
 
(199
)
Payments for acquisitions, net of cash acquired
(4
)
 
(19
)
Purchases of short-term investments
(327
)
 
(1,071
)
Proceeds from maturities of short-term investments
1,019

 
411

Proceeds from sales of short-term investments
76

 
156

Net cash provided by (used in) investing activities
615

 
(722
)
FINANCING ACTIVITIES:
 
 
 
Repayments of debt and other obligations
(367
)
 
(18
)
Net proceeds from sales of common stock under employee stock benefit plans
44

 
66

Excess income tax benefit from the exercise of stock options
6

 
5

Tax payments related to restricted stock units
(37
)
 
(34
)
Dividends and dividend equivalents paid
(210
)
 
(207
)
Repurchases of common stock
(250
)
 
(250
)
Proceeds from other financing, net

 
34

Net cash used in financing activities
(814
)
 
(404
)
Effect of exchange rate fluctuations on cash and cash equivalents
(12
)
 
(75
)
Change in cash and cash equivalents
223

 
(735
)
Beginning cash and cash equivalents
2,874

 
3,707

Ending cash and cash equivalents
$
3,097

 
$
2,972

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

6


SYMANTEC CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1Description of Business and Significant Accounting Policies
Business
Symantec Corporation (“Symantec,” “we,” “us,” “our,” and “the Company” refer to Symantec Corporation and all of its subsidiaries) is an information protection expert that helps people, businesses and governments seeking the freedom to unlock the opportunities technology brings – anytime, anywhere.
In the second quarter of fiscal 2016, we entered into a definitive agreement to sell the assets of our information management business to The Carlyle Group and certain co-investors (“Carlyle”). The sale is expected to close by the end of the third quarter of fiscal 2016, subject to regulatory approvals and certain closing conditions, including the operational separation, in all material respects, of the information management business. For additional information about the planned divestiture of our information management business see Note 3.
Basis of presentation
The accompanying unaudited Condensed Consolidated Financial Statements 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 April 3, 2015. The results of operations for the three and six months ended October 2, 2015, are not necessarily indicative of the results expected for the entire fiscal year.
We have a 52/53-week fiscal accounting year. Unless otherwise stated, references to three and six month ended periods in this report relate to fiscal periods ended October 2, 2015 and October 3, 2014. The six months ended October 2, 2015, consisted of 26 weeks whereas the six months ended October 3, 2014, consisted of 27 weeks. Our 2016 fiscal year consists of 52 weeks and ends on April 1, 2016.
There have been no material changes in our significant accounting policies for the three and six months ended October 2, 2015, compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended April 3, 2015.
Recently adopted accounting guidance
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements and Property, Plant and Equipment, that provides new guidance related to reporting discontinued operations. This standard raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The standard became effective for the Company in the first quarter of fiscal 2016, and will apply to the presentation and disclosure of the planned divestiture of our information management business that is expected to close by the end of the third quarter of fiscal 2016. The accounting guidance will impact our financial statements by requiring additional disclosures related to the planned divestiture. For additional information about the planned divestiture of our information management business see Note 3.
In February 2015, the FASB issued ASU No. 2015-02, Consolidation, which modifies the evaluation of whether limited partnerships and similar legal entities qualify as variable interest entities (“VIEs”). The new standard also affects the consolidation analysis of reporting entities that are involved with VIEs. We adopted the standard in the second quarter of fiscal 2016, and it did not have a material impact upon adoption. 
In April 2015, the FASB issued ASU No. 2015-03, Interest–Imputation of Interest, which requires debt issuance costs to be presented as a direct deduction from the carrying amount of the related liability. We adopted the standard in the first quarter of fiscal 2016, and it did not have a material impact upon adoption.

7


Recent accounting guidance not yet adopted
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, that requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and will replace most existing revenue recognition guidance in U.S. GAAP. The standard permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which defers the effective date of the new revenue reporting standard by one year. The standard will be effective for the Company on March 31, 2018. 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 is no other recently issued authoritative guidance that is expected to have a material impact to our Condensed Consolidated Financial Statements through the reporting date.
Note 2. Fair Value Measurements
For assets and liabilities measured at fair value, such amounts are based on an expected exit price representing the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
Assets measured and recorded at fair value on a recurring basis
Cash equivalents. Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value.
Short-term investments. Short-term investments consist of investment securities with original maturities greater than three months and marketable equity securities. Investment securities are priced using inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the fair value of these assets. Marketable equity securities are recorded at fair value using quoted prices in active markets for identical assets.
There have been no transfers between fair value measurement levels during the six months ended October 2, 2015. The following table summarizes our assets measured at fair value on a recurring basis, by level, within the fair value hierarchy:

8


 
October 2, 2015
 
April 3, 2015
 
Fair Value
 
Cash and Cash Equivalents
 
Short-term Investments
 
Fair Value
 
Cash and Cash Equivalents
 
Short-term Investments
 
(Dollars in millions)
Cash
$
1,608

 
$
1,608

 
$

 
$
807

 
$
807

 
$

Non-negotiable certificates of deposit

 

 

 
296

 
260

 
36

Level 1
 
 
 
 
 
 
 
 
 
 
 
Money market
1,411

 
1,411

 

 
1,725

 
1,725

 

U.S. government securities
75

 

 
75

 
284

 

 
284

Marketable equity securities
12

 

 
12

 
5

 

 
5

 
1,498

 
1,411

 
87

 
2,014

 
1,725

 
289

Level 2
 
 
 
 
 
 
 
 
 
 
 
Corporate bonds
105

 
5

 
100

 
166

 

 
166

U.S. agency securities
21

 

 
21

 
68

 

 
68

Commercial paper
64

 
44

 
20

 
333

 
82

 
251

Negotiable certificates of deposit
20

 

 
20

 
184

 

 
184

International government securities
41

 
29

 
12

 
23

 

 
23

 
251

 
78

 
173

 
774

 
82

 
692

Total
$
3,357

 
$
3,097

 
$
260

 
$
3,891

 
$
2,874

 
$
1,017

Fair value of debt
As of October 2, 2015 and April 3, 2015, the total fair value of our current and long-term debt was $1.8 billion and $2.2 billion, respectively, based on Level 2 inputs.
Note 3. Planned Divestiture of Information Management Business
In the second quarter of fiscal 2016, we entered into a definitive agreement to sell the assets of our information management business to Carlyle for cash consideration of approximately $8.0 billion and the assumption of certain liabilities, subject to specified adjustments. The divestiture of our information management business will help us accelerate our unified security strategy, provide a stronger financial foundation for strategic investments, and return additional cash to our shareholders through a combination of share repurchases and dividends. The sale is expected to close by the end of the third quarter of fiscal 2016, subject to regulatory approvals and certain closing conditions, including the operational separation, in all material respects, of the information management business.
The Company and Carlyle have made customary representations and warranties and have agreed to customary covenants related to the sale. Subject to certain limitations, the Company and Carlyle have agreed to indemnify each other for losses arising from certain breaches of the agreement, certain tax liabilities and certain other liabilities.
We are in the process of evaluating the transaction and its impact on our Condensed Consolidated Financial Statements, including evaluating the resulting net gain and income tax expense that will be recognized, based on all the terms of the agreement. The Company's U.S. and foreign income taxes payable resulting from the transaction are estimated to range from $1.3 billion to $1.7 billion.
As of October 2, 2015, our information management business did not meet the criteria to be classified as held for sale, as Symantec did not have the ability to transfer its information management business to Carlyle in its present condition. The sale is conditioned on multiple milestones that were not completed as of October 2, 2015, for the Company’s completion of the operational separation, in all material respects, of the information management business. We expect that effective beginning with the third quarter of fiscal 2016, the financial results of our information management business will be presented as discontinued operations on the Condensed Consolidated Financial Statements, as we expect then to meet the criteria for the information management business to be classified as held for sale. Subsequently, we will have two remaining reporting segments, Consumer Security and Enterprise Security.

9


Note 4Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill are as follows:
 
Consumer Security
 
Enterprise Security
 
Information
Management
 
Total
 
(Dollars in millions)
Net balance as of April 3, 2015
$
1,230

 
$
1,916

 
$
2,701

 
$
5,847

Translation adjustments

 
2

 
(2
)
 

Net balance as of October 2, 2015
$
1,230

 
$
1,918

 
$
2,699

 
$
5,847

Intangible assets, net
 
October 2, 2015
 
April 3, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
(Dollars in millions)
Customer relationships
$
531

 
$
(369
)
 
$
162

 
$
730

 
$
(536
)
 
$
194

Developed technology
251

 
(147
)
 
104

 
296

 
(172
)
 
124

Finite-lived trade names
14

 
(9
)
 
5

 
125

 
(117
)
 
8

Patents
21

 
(17
)
 
4

 
21

 
(16
)
 
5

Total finite-lived intangible assets
817

 
(542
)
 
275

 
1,172

 
(841
)
 
331

Indefinite-lived trade names
297

 

 
297

 
297

 

 
297

Total
$
1,114

 
$
(542
)
 
$
572

 
$
1,469

 
$
(841
)
 
$
628

As of October 2, 2015, future amortization expense related to finite-lived intangible assets by fiscal year is as follows:
 
October 2, 2015
 
(Dollars in millions)
Remainder of 2016
$
53

2017
94

2018
72

2019
37

2020
15

Thereafter
4

Total
$
275


10


Note 5. Debt
The following table summarizes components of our debt:
 
October 2, 2015
 
April 3, 2015
 
Amount
 
Effective
Interest Rate
 
Amount
 
Effective
Interest Rate
 
(Dollars in millions)
Senior Notes
 
 
 
 
 
 
 
2.75% due September 15, 2015
$

 
%
 
$
350

 
2.76
%
2.75% due June 15, 2017
600

 
2.79
%
 
600

 
2.79
%
4.20% due September 15, 2020
750

 
4.25
%
 
750

 
4.25
%
3.95% due June 15, 2022
400

 
4.05
%
 
400

 
4.05
%
Total principal amount
$
1,750

 
 
 
$
2,100

 
 
Less: unamortized discount and issuance costs
(10
)
 
 
 
(4
)
 
 
Total debt
$
1,740

 
 
 
$
2,096

 
 
Less: current portion

 
 
 
(350
)
 
 
Total long-term portion
$
1,740

 
 
 
$
1,746

 
 
Senior Notes
Our Senior Notes are senior unsecured obligations that rank equally in right of payment with all of our existing and future unsecured, unsubordinated obligations and are redeemable by us at any time, subject to a “make-whole” premium. Interest on our Senior Notes is payable semiannually. Both the discount and issuance costs are being amortized as incremental interest expense over the respective terms of the Senior Notes. The principal balance of our 2.75% Senior Notes due September 15, 2015 matured and was settled by a cash payment of $350 million in the three months ended October 2, 2015.
Revolving credit facility
In fiscal 2011, we entered into a $1.0 billion senior unsecured revolving credit facility (“credit facility”), which was amended in fiscal 2013. The amendment extended the term of the credit facility to June 7, 2017. Loans under the credit facility will bear interest, at our option, at a rate equal to either a) LIBOR plus a margin based on debt ratings, as defined in the credit facility agreement or b) the bank’s base rate plus a margin based on debt ratings, as defined in the credit facility agreement. Under the terms of the credit facility, we must comply with certain financial and non-financial covenants, including a covenant to maintain a specified ratio of debt to EBITDA (earnings before interest, taxes, depreciation and amortization). As of October 2, 2015, we were in compliance with the required covenants, and no amounts were outstanding.
Note 6Restructuring, Separation, and Transition
Our restructuring, separation, and transition costs and liabilities consist primarily of severance, facilities, separation, transition and other related costs. Severance costs generally include severance payments, outplacement services, health insurance coverage, and legal costs. Facilities costs generally include rent expense and lease termination costs, less estimated sublease income. Separation and other related costs include advisory, consulting and other costs incurred in connection with the separation of our information management business. Transition and other related costs primarily consist of consulting charges associated with the implementation of new Enterprise Resource Planning systems. Restructuring, separation, and transition costs are managed at the corporate level and are not allocated to our reportable segments. See Note 8 of these Condensed Consolidated Financial Statements for information regarding the reconciliation of total segment operating income to total consolidated operating income.
Restructuring plans
Fiscal 2014 Plan
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. As of October 2, 2015, the related costs for severance and benefits are substantially complete; however, we may experience immaterial adjustments to existing accruals in subsequent periods.

11


Fiscal 2015 Plan
In fiscal 2015, we announced plans to separate our security and information management businesses. In order to separate the businesses, we initiated a restructuring plan to properly align personnel and are incurring associated severance and facilities costs. We are also incurring separation costs in the form of advisory, consulting and disentanglement expenses. These actions are expected to be substantially completed by the end of the third quarter of fiscal 2016. Total remaining restructuring and separation costs are expected to be between $50 million and $100 million, excluding tax implications and potential advisor fees payable upon separation. As of October 2, 2015, liabilities for excess facility obligations at several locations around the world are expected to be paid throughout the respective lease terms as we continue to occupy these facilities, the longest of which extends through fiscal 2019.
Restructuring, separation, and transition expense summary
 
Three Months Ended
October 2, 2015
 
Six Months Ended
October 2, 2015
 
(Dollars in millions)
Fiscal 2015 Plan
 
 
 
Severance costs
$

 
$
21

Separation costs
73

 
136

Other exit and disposal costs
3

 
4

Fiscal 2015 Plan Total
76

 
161

Transition and other related costs
35

 
74

Total restructuring, separation, and transition costs
$
111

 
$
235

Restructuring, separation, and transition liabilities summary
 
April 3, 2015
 
Costs, Net of
Adjustments
 
Cash Payments
 
October 2, 2015
 
Cumulative
Incurred to Date
 
(Dollars in millions)
Fiscal 2014 Plan total
$
4

 
$

 
$
(3
)
 
$
1

 
$
238

Fiscal 2015 Plan
 
 
 
 
 
 
 
 
 
Severance costs
59

 
21

 
(58
)
 
22

 
123

Separation costs
17

 
136

 
(104
)
 
49

 
217

Other exit and disposal costs
6

 
4

 
(4
)
 
6

 
11

Fiscal 2015 Plan total
$
82

 
$
161

 
$
(166
)
 
$
77

 
$
351

Restructuring and separation plans total
$
86

 
$
161

 
$
(169
)
 
$
78

 
 
Transition and other related costs
 
 
74

 
 
 
 
 
 
Total restructuring, separation, and transition costs
 
 
$
235

 
 
 
 
 
 
The restructuring and separation liabilities are included in accounts payable, other current liabilities and other long-term obligations in our Condensed Consolidated Balance Sheets.
Note 7Commitments and Contingencies
Indemnifications
In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, subsidiaries and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements or representations and warranties made by us. In addition, our bylaws contain indemnification obligations to our directors, officers, employees and agents, and we have entered into indemnification agreements with our directors and certain of our officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our bylaws and to provide additional procedural protections. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, we have

12


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.
Litigation contingencies
GSA
During the first quarter of fiscal 2013, we were advised by the Commercial Litigation Branch of the Department of Justice’s Civil Division and the Civil Division of the U.S. Attorney’s Office for the District of Columbia that the government is investigating our compliance with certain provisions of our U.S. General Services Administration (“GSA”) Multiple Award Schedule Contract No. GS-35F-0240T effective January 24, 2007, including provisions relating to pricing, country of origin, accessibility, and the disclosure of commercial sales practices.
As reported on the GSA’s publicly-available database, our total sales under the GSA Schedule contract were approximately $222 million from the period beginning January 2007 and ending September 2012. We have fully cooperated with the government throughout its investigation and in January 2014, representatives of the government indicated that their initial analysis of our actual damages exposure from direct government sales under the GSA schedule was approximately $145 million; since the initial meeting, the government’s analysis of our potential damages exposure relating to direct sales has increased. The government has also indicated they are going to pursue claims for certain sales to New York, California, and Florida as well as sales to the federal government through reseller GSA Schedule contracts, which could significantly increase our potential damages exposure.
In 2012, a sealed civil lawsuit was filed against Symantec related to compliance with the GSA Schedule contract and contracts with California, Florida, and New York. On July 18, 2014, the Court-imposed seal expired, and the government intervened in the lawsuit. On September 16, 2014, the states of California and Florida intervened in the lawsuit, and the state of New York notified the Court that it would not intervene. On October 3, 2014, the Department of Justice filed an amended complaint, which did not state a specific damages amount. On October 17, 2014, California and Florida combined their claims with those of the Department of Justice and the relator on behalf of New York in an Omnibus Complaint; the state claims also do not state specific damages amounts.
It is possible that the litigation could lead to claims or findings of violations of the False Claims Act, and could be material to our results of operations and cash flows for any period. Resolution of False Claims Act investigations can ultimately result in the payment of somewhere between one and three times the actual damages proven by the government, plus civil penalties in some cases, depending upon a number of factors. Our current estimate of the low end of the range of the probable estimated loss from this matter is $25 million, which we have accrued. This amount contemplates estimated losses from both the investigation of compliance with the terms of the GSA Schedule contract as well as possible violations of the False Claims Act. There is at least a reasonable possibility that a loss may have been incurred in excess of our accrual for this matter, however, we are currently unable to determine the high end of the range of estimated losses resulting from this matter.
IV
On December 8, 2010, Intellectual Ventures ("IV") sued Symantec for patent infringement in the U.S. District Court in Delaware. The complaint alleged infringement by various Symantec internet security products. On February 6, 2015, the jury issued a verdict and subsequent Court decisions invalidated some of the patents-in-suit, therefore leaving an $8 million damages verdict; through a post-trial motion, Symantec is seeking to overturn that verdict. Symantec does not believe that it is probable that it has incurred a material loss and, as a result, has not made an accrual for this matter.
EDS & NDI
On January 24, 2011, a class action lawsuit was filed against the Company and its previous e-commerce vendor Digital River, Inc.; the lawsuit alleged violations of California’s Unfair Competition Law, the California Legal Remedies Act and unjust enrichment related to prior sales of Extended Download Service ("EDS") and Norton Download Insurance ("NDI"). On March 31, 2014, the U.S. District Court for the District of Minnesota certified a class of all people who purchased these products between January 24, 2005, and March 10, 2011. In August 2015, the parties executed a settlement agreement pursuant to which the Company would pay the plaintiffs $30 million, which we accrued. On October 8, 2015, the Court granted approval of the settlement, which was subsequently paid by the Company.

13


Other
We are involved in a number of other judicial and administrative proceedings that are incidental to our business. Although adverse decisions (or settlements) may occur in one or more of the cases, it is not possible to estimate the possible loss or losses from each of these cases. The final resolution of these lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on our business, results of operations, financial condition or cash flows.
Note 8Segment Information
The three reporting segments, which are the same as our operating segments, are as follows:
Consumer Security: Our Consumer Security segment focuses on making it simple for customers to be productive and protected at home and at work. Our Norton-branded services provide multi-layer security and identity protection on major desktop and mobile operating systems, to defend against increasingly complex online threats to individuals, families, and small businesses.
Enterprise Security: Our Enterprise Security segment protects organizations so they can securely conduct business while leveraging new platforms and data. Our Enterprise Security segment includes our threat protection products, information protection products, cyber security services, and website security, previously named trust services.
Information Management: Our Information Management segment focuses on backup and recovery, archiving and eDiscovery, storage and high availability solutions, helping to ensure that our customers’ IT infrastructure and mission-critical applications are protected, managed and available. For additional information about the planned divestiture of our information management business see Note 3.
There were no intersegment sales for the periods presented. The following table summarizes the operating results of our reporting segments:
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
October 2, 2015
 
October 3, 2014
 
(Dollars in millions)
Total Segments
 
 
 
 
 
 
 
Net revenue
$
1,498

 
$
1,617

 
$
2,997

 
$
3,352

Operating income
421

 
464
 
831

 
891
Consumer Security
 
 
 
 
 
 
 
Net revenue
$
420

 
$
485

 
$
850

 
$
1,018

Operating income
232

 
257
 
477

 
525
Enterprise Security
 
 
 
 
 
 
 
Net revenue
$
485

 
$
511

 
$
967

 
$
1,063

Operating income
50

 
85

 
80

 
155

Information Management
 
 
 
 
 
 
 
Net revenue
$
593

 
$
621

 
$
1,180

 
$
1,271

Operating income
139

 
122

 
274

 
211

Operating segments are based upon the nature of the business and how the business is managed. Our Chief Operating Decision Maker, which is comprised of our Chief Executive Officer and Chief Financial Officer, uses this 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 consist of stock-based compensation expense, amortization of intangible assets and restructuring, separation, and transition charges.

14


The following table provides a reconciliation of the total of the reportable segments’ operating income to the consolidated operating income:
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
October 2, 2015
 
October 3, 2014
 
(Dollars in millions)
Total segment operating income
$
421

 
$
464

 
$
831

 
$
891

Reconciling items:
 
 
 
 
 
 
 
Stock-based compensation
80

 
46

 
133

 
89

Amortization of intangibles
27

 
40

 
59

 
82

Restructuring. separation, and transition
111

 
30

 
235

 
50

Total consolidated operating income
$
203

 
$
348

 
$
404

 
$
670

Note 9Stockholders' Equity
Dividends
The following table summarizes dividends declared and paid for the periods presented:
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
October 2, 2015
 
October 3, 2014
 
(Dollars in millions, except per share data)
Dividends declared and paid
$
102

 
$
104

 
$
205

 
$
207

Cash dividends declared per common share
$
0.15

 
$
0.15

 
$
0.30

 
$
0.30

Each quarterly dividend was recorded as a reduction to additional paid-in capital. Our restricted stock and performance-based stock units have dividend equivalent rights entitling holders to dividend equivalents to be paid in the form of cash upon vesting for each share of the underlying units.
On November 5, 2015, we declared a cash dividend of $0.15 per share of common stock to be paid on December 16, 2015 to all stockholders of record as of the close of business on November 23, 2015. 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.
Stock repurchases
The following table summarizes our stock repurchases for the periods presented:
 
Three Months Ended
October 2, 2015
 
Six Months Ended
October 2, 2015
 
(In millions, except per share data)
Total number of shares repurchased
7.6

 
11.3

Dollar amount of shares repurchased
$
160

 
$
250

Average price paid per share
$
21.13

 
$
22.20

Remaining authorization at end of period
$
2,408

 
$
2,408

Through our stock repurchase programs we have repurchased shares on a quarterly basis since the fourth quarter of fiscal 2004. During the second quarter of fiscal 2016, our Board of Directors authorized a new $1.5 billion stock repurchase program which commenced immediately and does not have an expiration date. This is in addition to the remaining amount authorized for future repurchase under our previous program.

15


Changes in accumulated other comprehensive income by component
Components of accumulated other comprehensive income, on a net of tax basis, were as follows:
 
Foreign Currency
Translation Adjustments
 
Unrealized Gain On
Available-For-Sale
Securities
 
Total
 
(Dollars in millions)
Balance as of April 3, 2015
$
101

 
$
3

 
$
104

Other comprehensive income before reclassifications
(22
)
 
5

 
(17
)
Loss reclassified from accumulated other comprehensive income
1

 

 
1

Balance as of October 2, 2015
$
80

 
$
8

 
$
88

Note 10Stock-Based Compensation
Stock-based compensation expense
The following table sets forth the stock-based compensation expense recognized in our Condensed Consolidated Statements of Income:
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
October 2, 2015
 
October 3, 2014
 
(Dollars in millions)
Cost of revenue
$
8

 
$
6

 
$
13

 
$
12

Sales and marketing
29

 
18

 
48

 
35

Research and development
30

 
15

 
49

 
28

General and administrative
13

 
7

 
23

 
14

Total stock-based compensation expense
80

 
46

 
133

 
89

Tax benefit associated with stock-based compensation expense
(24
)
 
(14
)
 
(39
)
 
(26
)
Net stock-based compensation expense
$
56

 
$
32

 
$
94

 
$
63

Restricted stock units
The following table summarizes additional information related to our stock-based compensation from restricted stock units, which are our primary equity awards:
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
(In millions, except per grant data)

Weighted-average fair value per grant
$
23.53

 
$
21.48

Awards granted
12.8

 
12.5

Total fair value of awards vested
$
140

 
$
87

Total unrecognized compensation expense
$
462

 
$
367

Weighted-average remaining vesting period
2.3 years

 
2.9 years

Note 11Income Taxes
The following table summarizes our effective tax rate for the periods presented:
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
October 2, 2015
 
October 3, 2014
Effective tax rate
17
%
 
27
%
 
25
%
 
25
%
Our effective tax rate differs from the federal statutory income tax rate primarily due to the benefits of lower-taxed international earnings and domestic manufacturing incentives, partially offset by state income taxes.

16


On July 27, 2015, in Altera Corp. v. Commissioner, the U.S. Tax Court issued an opinion related to the treatment of stock-based compensation expense in an intercompany cost-sharing agreement. A final decision has yet to be issued by the Tax Court. At this time, the U.S. Department of the Treasury has not withdrawn the requirement to include stock-based compensation from its regulations. We evaluated the opinion and determined the net impact to our consolidated financial statements was not material. We will continue to monitor developments related to the case and the potential impact on our consolidated financial statements.
The tax provision for the three and six months ended October 2, 2015 was also reduced by $8 million in tax benefits related to certain foreign operations. In addition, as a result of having entered into a definitive agreement in the second quarter of fiscal 2016 to sell our information management business, certain transaction costs previously treated as non-deductible are now treated as deductible. The provision for the three months ended October 2, 2015, was accordingly reduced by $10 million related to certain transaction costs in fiscal 2015. For additional information about the planned divestiture of our information management business see Note 3.
For the three and six months ended October 3, 2014, the tax provision was reduced by tax benefits primarily resulting from settlements with certain taxing authorities and lapses of statutes of limitations of $2 million and $16 million, respectively.
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 $27 million, which could reduce our income tax provision and therefore benefit the resulting effective tax rate.
We continue to monitor the progress of ongoing income tax controversies and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.
Note 12Earnings Per Share
The components of earnings per share are as follows:
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
October 2, 2015
 
October 3, 2014
 
(In millions, except per share data)
Net income
$
156

 
$
244

 
$
273

 
$
480

Net income per share — basic
$
0.23

 
$
0.35

 
$
0.40

 
$
0.69

Net income per share — diluted
$
0.23

 
$
0.35

 
$
0.40

 
$
0.69

Weighted-average shares outstanding — basic
682

 
690

 
682

 
691

Dilutive potential shares from stock-based compensation
5

 
6

 
7

 
6

Weighted-average shares outstanding — diluted
687

 
696

 
689

 
697

Anti-dilutive effect of stock-based compensation
11

 
1

 
6

 
2


17


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking statements and 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”) 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 our plans to sell the assets of our information management business to Carlyle, timing of reporting discontinued operations, 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 are forward-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 April 3, 2015. We encourage you to read that section carefully.
OVERVIEW
Our business
Symantec Corporation is a global leader in security, backup and availability solutions. Our market leading products and services protect people and information in any environment – from the mobile device in your pocket, to the enterprise data center, to cloud-based systems. Founded in April 1982, Symantec operates one of the largest global threat-intelligence networks. The Company has more than 19,000 employees in more than 40 countries.
Fiscal calendar
We have a 52/53-week fiscal year ending on the Friday closest to March 31. The three and six months ended October 2, 2015 consisted of 13 and 26 weeks, respectively. The three and six months ended and October 3, 2014 consisted of 13 and 27 weeks, respectively.
Strategy
In our security business, 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 reduce the number of false positives and provide faster and better protection for customers through our products. We are leveraging our capabilities in threat protection and data loss prevention and extending them into our core security offerings. We are also pioneering new solutions in growing markets like cloud, advanced threat protection, information protection and cyber security services.
Our security strategy is to deliver a unified security analytics platform that provides big data analytics, utilizes our vast telemetry, provides visibility into real-time global threats, and powers Symantec and third-party security analytics applications; leverage this analytics platform to provide best-in-class consumer and enterprise security products; and offer cyber security services that provide a full-suite of services from monitoring to incident response to threat intelligence, all supported by over 500 cyber security experts and nine global security response centers.
In our information management business, with a global installed customer base, we have a comprehensive portfolio that spans backup and recovery, storage management and archiving. Our information availability offerings help customers keep their data and systems available where they need them, when they need them, and irrespective of their location. Our information insight solutions help customers know what data they have and leverage that knowledge to help manage such data better and inform strategic decisions.
Our information management product strategy is to expand our best-in-class foundational portfolio across backup, storage management, business continuity, archiving and eDiscovery through software, integrated appliances and the cloud; deliver next-generation availability solutions through a coordinated orchestration architecture focused on managing and moving mission-critical data in a hybrid cloud world; and enable next-generation insight solutions that provide visibility, action, and automated control across an organization’s information landscape through an intelligent information fabric that integrates our portfolio and third-party ecosystems.

18


In fiscal 2016, we remain focused on our five priorities: running our businesses with a portfolio approach by managing certain businesses for operating margin; prioritizing investments for growth; further reducing costs and improving efficiencies; attracting top talent to our executive team; and continuing to return significant cash to shareholders. We are optimizing some of our businesses by methodically evaluating every product line to balance our profitability targets against our objectives. In order to prioritize investments for growth, we are realigning our research and development budgets to apply the best resources to the most promising market opportunities. To further reduce costs and improve efficiencies, we are consolidating our global footprint, data centers and product support capabilities as well as streamlining the way we run our businesses with initiatives to increase research and development efficiencies and sales productivity. We are focused on continuing to attract talented business and technology leaders to the company. We remain committed to returning significant cash to shareholders in the form of dividends and share buybacks.
Planned divestiture of our information management business
In the second quarter of fiscal 2016, we entered into a definitive agreement to sell the assets of our information management business to Carlyle for cash consideration of approximately $8.0 billion and the assumption of certain liabilities, subject to specified adjustments. The divestiture of our information management business will help us accelerate our unified security strategy, provide a stronger financial foundation for strategic investments, and return additional cash to our shareholders through a combination of share repurchases and dividends. The sale is expected to close by the end of the third quarter of fiscal 2016, subject to regulatory approvals and certain closing conditions, including the operational separation, in all material respects, of the information management business.
We expect that effective beginning with the third quarter of fiscal 2016, the financial results of our information management business will be presented as discontinued operations on the Condensed Consolidated Financial Statements, as we expect then to meet the criteria for the information management business to be classified as held for sale. Subsequently, we will have two remaining reporting segments, Consumer Security and Enterprise Security.
For additional information about the planned divestiture, see Note 3 of the Notes to Condensed Consolidated Financial Statements in this quarterly report.
Our operating segments
Our current operating segments are significant strategic business units that offer different products and services distinguished by customer needs. The three reporting segments, which are the same as our operating segments, are:
Consumer Security: Our Consumer Security segment focuses on making it simple for customers to be productive and protected at home and at work. Our Norton-branded services provide multi-layer security and identity protection on major desktop and mobile operating systems, to defend against increasingly complex online threats to individuals, families, and small businesses.
Enterprise Security: Our Enterprise Security segment protects organizations so they can securely conduct business while leveraging new platforms and data. Our Enterprise Security segment includes our threat protection products, information protection products, cyber security services, and website security, previously named trust services.
Information Management: Our Information Management segment focuses on backup and recovery, archiving and eDiscovery, storage and high availability solutions, helping to ensure that our customers’ IT infrastructure and mission-critical applications are protected, managed and available. For additional information about the planned divestiture of our information management business see Note 3 of the Notes to Condensed Consolidated Financial Statements in this quarterly report.
For further description of our operating segments see Note 8 of the Notes to Condensed Consolidated Financial Statements in this quarterly report.

19


Financial results and trends
The following table provides an overview of key financial metrics for the periods indicated below:
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
October 2, 2015
 
October 3, 2014
 
(Dollars in millions)
Consolidated Income Statement Data:
 
 
 
 
 
 
 
  Total net revenue
$
1,498

 
$
1,617

 
$
2,997

 
$
3,352

  Gross profit
1,234

 
1,339

 
2,479

 
2,765

  Operating income
203

 
348

 
404

 
670

Operating margin percentage
14
%
 
22
%
 
13
%
 
20
%
Consolidated Cash Flow and Balance Sheet Data:
 
 
 
 
 
 
 
  Cash flow from operations
 
 
 
 
$
434

 
$
466

  Deferred revenue
 
 
 
 
3,271

 
3,417

The six months ended October 3, 2014, consisted of 27 weeks and the six months ended October 2, 2015, consisted of 26 weeks.
Total net revenue for the three and six months ended October 2, 2015, decreased $119 million and $355 million, respectively, compared to the corresponding prior year periods. The lower net revenue was primarily due to the general strengthening of the U.S. dollar against foreign currencies and declines in our consumer security products driven by the continued implementation of our channel strategy to exit unprofitable retail arrangements, coupled with the ongoing impact of changes to our renewal practices. These factors were partially offset by strong performance from NetBackup Appliance. Total net revenue for the six months ended October 2, 2015, also decreased due to the impact of the additional week in the six months ended October 3, 2014.
Gross margin remained relatively consistent at 82% and 83% for the three and six months ended October 2, 2015, respectively, compared to 83% and 82% for the three and six months ended October 3, 2014, respectively, as the cost of revenue decreases were generally proportional to the decreases in total net revenue.
Operating income for the three and six months ended October 2, 2015, decreased $145 million and $266 million, respectively, compared to the corresponding prior year periods primarily due to lower net revenue and increased restructuring, separation, and transition costs related to our fiscal 2015 restructuring plan initiated in connection with the separation of our information management business. These factors were partially offset by favorable foreign currency effects on our total operating expense of approximately $40 million and $80 million for the three and six months ended October 2, 2015, respectively. In addition, operating expenses for the six months ended October 2, 2015, decreased due to our cost savings initiatives and the impact of the additional week in the six months ended October 3, 2014. We expect our operating margins to fluctuate in future periods as a result of a number of factors, including our operating results and the timing and amount of expenses incurred.
Net cash provided by operating activities was $434 million for the six months ended October 2, 2015, which resulted from net income of $273 million adjusted for non-cash items, including depreciation and amortization charges of $204 million and stock-based compensation expense of $133 million, as well as net changes in accounts receivable and accounts payable resulting in inflows of $255 million and $50 million, respectively. These amounts were partially offset by decreases in deferred revenue of $397 million and accrued compensation and benefits of $107 million.
Total deferred revenue decreased $146 million from $3,417 million at October 3, 2014, to $3,271 million at October 2, 2015, primarily due to unfavorable foreign currency fluctuations.
Critical accounting policies and estimates
There have been no 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 six months ended October 2, 2015, as compared to those disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended April 3, 2015.
Recently issued authoritative guidance
See Note 1 of the Notes to Condensed Consolidated Financial Statements in this quarterly report on Form 10-Q for recently issued authoritative guidance, including the respective expected dates of adoption and effects on our results of operations and financial condition.

20


RESULTS OF OPERATIONS
The following table sets forth certain Condensed Consolidated Statements of Income data as a percentage of net revenue for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
October 2, 2015
 
October 3, 2014
Net revenue:
 
 
 
 
 
 
 
Content, subscription, and maintenance
89
%
 
89
%
 
90
%
 
90
%
License
11
%
 
11
%
 
10
%
 
10
%
Total net revenue
100
%
 
100
%
 
100
%
 
100
%
Cost of revenue:
 
 
 
 
 
 
 
Content, subscription, and maintenance
15
%
 
15
%
 
15
%
 
15
%
License
2
%
 
2
%
 
2
%
 
2
%
Amortization of intangible assets
1
%
 
1
%
 
1
%
 
1
%
Total cost of revenue
18
%
 
17
%
 
17
%
 
18
%
Gross profit
82
%
 
83
%
 
83
%
 
82
%
Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
34
%
 
35
%
 
35
%
 
36
%
Research and development
20
%
 
17
%
 
19
%
 
17
%
General and administrative
6
%
 
6
%
 
6
%
 
6
%
Amortization of intangible assets
1
%
 
2
%
 
1
%
 
2
%
Restructuring, separation, and transition
7
%
 
2
%
 
8
%
 
1
%
Total operating expenses
69
%
 
61
%
 
69
%
 
63
%
Operating income
14
%
 
22
%
 
13
%
 
20
%
Non-operating expense, net
1
%
 
1
%
 
1
%
 
1
%

Note: The total percentages may not add due to rounding.
Total net revenue
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
% Change
 
October 2, 2015
 
October 3, 2014
 
% Change
 
(Dollars in millions)
Content, subscription, and maintenance revenue
$
1,333

 
$
1,445

 
(8)
 %
 
$
2,685

 
$
3,019

 
(11)
 %
License revenue
165

 
172

 
(4)
 %
 
312

 
333

 
(6)
 %
Total
$
1,498

 
$
1,617

 
(7)
 %
 
$
2,997

 
$
3,352

 
(11)
 %
Content, subscription, and maintenance revenue decreased $112 million and $334 million for the three and six months ended October 2, 2015, respectively, compared to the corresponding prior year periods. The decreases were primarily due to unfavorable currency fluctuations of approximately $88 million and $191 million, respectively, and declines in our consumer security products driven by the continued implementation of our channel strategy to exit unprofitable retail arrangements, as well as changes to our renewal practices. These factors were partially offset by revenue increases in NetBackup products. Content, subscription, and maintenance revenue for the six months ended October 2, 2015 also decreased due to the impact of the additional week in the six months ended October 3, 2014.
License revenue decreased $7 million and $21 million during the three and six months ended October 2, 2015, compared to the same periods last year, primarily due to unfavorable foreign currency fluctuations of approximately $10 million and $23 million, respectively, partially offset by increases in license revenue from Data Loss Prevention.

21


Net revenue and operating income by segment
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
% Change
 
October 2, 2015
 
October 3, 2014
 
% Change
 
(Dollars in millions)
Total net revenue:
 
 
 
 
 
 
 
 
 
 
 
Consumer Security
$
420

 
$
485

 
(13)
 %
 
$
850

 
$
1,018

 
(17)
 %
Enterprise Security
485

 
511

 
(5)
 %
 
967

 
1,063

 
(9)
 %
Information Management
593

 
621

 
(5)
 %
 
1,180

 
1,271

 
(7)
 %
Percentage of total net revenue:
 
 
 
 
 
 
 
 
 
 
 
Consumer Security
28
%
 
30
%
 
 
 
28
%
 
30
%
 
 
Enterprise Security
32
%
 
32
%
 
 
 
32
%
 
32
%
 
 
Information Management
40
%
 
38
%
 
 
 
39
%
 
38
%
 
 
Operating income:
 
 
 
 
 
 
 
 
 
 
 
Consumer Security
$
232

 
$
257

 
(10)
 %
 
$
477

 
$
525

 
(9)
 %
Enterprise Security
50

 
85

 
(41)
 %
 
80

 
155

 
(48)
 %
Information Management
139

 
122

 
14
 %
 
274

 
211

 
30
 %
Operating margin:
 
 
 
 
 
 
 
 
 
 
 
Consumer Security
55
%
 
53
%
 
 
 
56
%
 
52
%
 
 
Enterprise Security
10
%
 
17
%
 
 
 
8
%
 
15
%
 
 
Information Management
23
%
 
20
%
 
 
 
23
%
 
17
%
 
 
Consumer Security revenue decreased $65 million and $168 million for the three and six months ended October 2, 2015, respectively, compared to the same periods last year. The revenue decreases were primarily due to unfavorable foreign currency fluctuations of approximately $28 million and $62 million, respectively, and the continued implementation of our channel strategy to exit unprofitable retail arrangements, coupled with the ongoing impact of changes to our renewal practices. Consumer Security operating income decreased $25 million and $48 million for the three and six months ended October 2, 2015, respectively, primarily due to the decreases in revenue, which were partially offset by reductions in cost of revenue and headcount related and marketing expenses.
Enterprise Security revenue decreased $26 million and $96 million for the three and six months ended October 2, 2015, respectively, compared to the same periods last year, primarily due to unfavorable foreign currency fluctuations of approximately $30 million and $66 million, respectively. Enterprise Security operating income decreased $35 million and $75 million for the three and six months ended October 2, 2015, respectively, compared to the same periods last year, primarily due to decreased revenue and increased investments in research and development to help bring new products to market. These factors were partially offset by reduced sales and marketing expense.
Information Management revenue decreased $28 million and $91 million for the three and six months ended October 2, 2015, respectively, compared to the same periods last year. The revenue decreases were primarily due to unfavorable foreign currency fluctuations of approximately $41 million and $86 million, respectively, as well as weakness in Information Availability and Backup Exec. These factors were partially offset by strong performance from NetBackup products. Information Management operating income increased $17 million and $63 million for the three and six months ended October 2, 2015, respectively, compared to the same periods last year, primarily driven by decreased sales and marketing and headcount related expenses, which were partially offset by the decreases in revenue.
In addition to the aforementioned factors, each segment's revenue also decreased for the six months ended October 2, 2015, due to the impact of the additional week in the six months ended October 2, 2014.

22


Net revenue by geographic region
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
% Change
 
October 2, 2015
 
October 3, 2014
 
% Change
 
(Dollars in millions)
Revenue by geographic region:
 
 
 
 
 
 
 
 
 
 
 
Americas (U.S., Canada and Latin America)
$
866

 
$
884

 
(2
)%
 
$
1,721

 
$
1,824

 
(6)
 %
EMEA (Europe, Middle East and Africa)
387

 
455

 
(15
)%
 
778

 
950

 
(18)
 %
APJ (Asia Pacific and Japan)
245

 
278

 
(12
)%
 
498

 
578

 
(14)
 %
Total net revenue
$
1,498

 
$
1,617

 
(7
)%
 
$
2,997

 
$
3,352

 
(11)
 %
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
781

 
$
770

 
1
 %
 
$
1,548

 
$
1,602

 
(3)
 %
International
717

 
847

 
(15
)%
 
1,449

 
1,750

 
(17)
 %
Total net revenue
$
1,498

 
$
1,617

 
(7
)%
 
$
2,997

 
$
3,352

 
(11
)%
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of total net revenue:
 
 
 
 
 
 
 
 
 
 
 
Americas (U.S., Canada and Latin America)
58
%
 
55
%
 
 
 
57
%
 
54
%
 
 
EMEA (Europe, Middle East and Africa)
26
%
 
28
%
 
 
 
26
%
 
28
%
 
 
APJ (Asia Pacific and Japan)
16
%
 
17
%
 
 
 
17
%
 
17
%
 
 
U.S.
52
%
 
48
%
 
 
 
52
%
 
48
%
 
 
International
48
%
 
52
%
 
 
 
48
%
 
52
%
 
 

Note: The total percentages may not add due to rounding.
Fluctuations in the U.S. dollar compared to foreign currencies unfavorably impacted our international revenue by approximately $99 million and $214 million for the three and six months ended October 2, 2015, respectively, compared to the same periods last year. The EMEA region revenue decreased for the three and six months ended October 2, 2015, compared to the same periods last year, primarily due to unfavorable foreign currency fluctuations of approximately $67 million and $154 million, respectively. The APJ region revenue decreased for the three and six months ended October 2, 2015, compared to the same periods last year, primarily due to unfavorable foreign currency fluctuations of approximately $30 million and $57 million, respectively.
We expect that our international sales will continue to represent a significant portion of our revenue. As a result, we anticipate that foreign currency exchange rates compared to the U.S. dollar will continue to affect revenue. However, 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.

23


Cost of revenue
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
% Change
 
October 2, 2015
 
October 3, 2014
 
% Change
 
(Dollars in millions)
Cost of content, subscription, and maintenance
$
225

 
$
240

 
(6
)%
 
$
444

 
$
509

 
(13)
 %
Cost of license
29

 
25

 
16
 %
 
51

 
52

 
(2)
 %
Amortization of intangible assets
10

 
13

 
(23
)%
 
23

 
26

 
(12)
 %
Total
$
264

 
$
278

 
(5
)%
 
$
518

 
$
587

 
(12)
 %
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 license consists primarily of royalties paid to third parties under technology licensing agreements, appliance manufacturing costs, and other direct material costs. Cost of revenue from amortization of intangible assets is comprised of amortization from developed technologies and patents from acquired companies. Our total cost of revenue decreased $14 million for the three months ended October 2, 2015, compared to the same period last year, primarily due to favorable currency effects of approximately $15 million. Total cost of revenue decreased $69 million for the six months ended October 2, 2015, compared to the same period last year, primarily due to favorable currency effects of approximately $28 million, a decrease in OEM and other royalty fees, and the impact of the additional week in the six months ended October 3, 2014.
Operating expenses
 
Three Months Ended
 
Six Months Ended
 
October 2, 2015
 
October 3, 2014
 
% Change
 
October 2, 2015
 
October 3, 2014
 
% Change
 
(Dollars in millions)
Sales and marketing
$
516

 
$
565

 
(9
)%
 
$
1,037

 
$
1,209

 
(14)
 %
Research and development
293

 
276

 
6
 %
 
577

 
584

 
(1)
 %
General and administrative
94

 
93

 
1
 %
 
190

 
196

 
(3)
 %
Amortization of intangible assets
17