UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 10-Q

 

 

 

Commission File Number 000-17781

 

Symantec Corporation

(Exact name of the registrant as specified in its charter)

 

 

 

 

Registrant’s telephone number, including area code:

(408) 517-8000

 

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 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):

 

þ Large accelerated filer     o Accelerated filer          o Non-accelerated filer          o Smaller reporting company

 

(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 January 25, 2008: 846,427,672 shares.

 

 

SYMANTEC CORPORATION

 

FORM 10-Q

 

Quarterly Period Ended December 31, 2007

 

TABLE OF CONTENTS

 

 

 

SYMANTEC CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

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

SYMANTEC CORPORATION

 

 

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

SYMANTEC CORPORATION

 

 

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

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

The condensed consolidated financial statements of Symantec Corporation (“we,” “us,” and “our” refer to Symantec Corporation and all of its subsidiaries) as of December 31, 2007 and March 31, 2007 and for the three and nine month periods ended December 31, 2007 and 2006 have been prepared in accordance with the instructions for Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and notes normally provided in audited financial statements. In the opinion of management, the 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 and results of operations for the interim periods. The condensed consolidated balance sheet at March 31, 2007 has been derived from the audited consolidated financial statements, but it does not include all disclosures required by generally accepted accounting principles. These condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2007. The results of operations for the three and nine month periods ended December 31, 2007 are not necessarily indicative of the results to be expected for the entire fiscal year. All significant intercompany accounts and transactions have been eliminated. Certain previously reported amounts have been reclassified to conform to the current presentation, including changes in our segments as discussed in Note 15 and our implementation of Staff Accounting Bulletin No. 108 as discussed in the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2007.

 

We have a 52/53-week fiscal accounting year. Accordingly, all references as of and for the periods ended December 31, 2007, March 31, 2007, and December 31, 2006 reflect amounts as of and for the periods ended December 28, 2007, March 30, 2007, and December 29, 2006, respectively. The three month periods ended December 31, 2007 and 2006 each comprised 13 weeks of activity. The nine month periods ended December 31, 2007 and 2006 each comprised of 39 weeks of activity.

 

Significant accounting policies

 

On April 1, 2007, we adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, as discussed more fully below. Other than this change, there have been no significant changes in our significant accounting policies during the nine months ended December 31, 2007 as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2007.

 

Income taxes

 

We adopted the provisions of FIN 48 effective April 1, 2007. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 

FIN 48 prescribes a two-step process to determine the amount of tax benefit to be recognized. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Recent accounting pronouncements

 

In December 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. The standard changes the accounting for noncontrolling (minority) interests in consolidated financial statements including the requirements to classify noncontrolling interests as a component of consolidated stockholders’ equity, to identify earnings attributable to noncontrolling interests reported as part of consolidated earnings, and to measure gain or loss on the deconsolidated subsidiary using fair value of noncontrolling equity investment. Additionally, SFAS No. 160 revises the accounting for both increases and decreases in a parent’s controlling ownership interest. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. We do not expect the adoption of SFAS No. 160 to have a material impact on our consolidated financial statements.

 

In December 2007, the FASB issued SFAS No. 141 (revised), Business Combinations. The standard changes the accounting for business combinations by requiring that an acquiring entity measures and recognizes identifiable assets acquired and liabilities assumed at the acquisition date fair value with limited exceptions. The changes include the treatment of acquisition related transaction costs, the valuation of any noncontrolling interest at acquisition date fair value, the recording of acquired contingent liabilities at acquisition date fair value and the subsequent re-measurement of such liabilities after acquisition date, the recognition of capitalized in-process research and development, the accounting for acquisition-related restructuring cost accruals subsequent to acquisition date, and the recognition of changes in the acquirer’s income tax valuation allowance. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. We are currently evaluating the impact of the pending adoption of SFAS No. 141(R) on our consolidated financial statements. The accounting treatment related to pre-acquisition uncertain tax positions will change when SFAS No. 141(R) becomes effective, which will be in first quarter of our fiscal year 2010. At such time, any changes to the recognition or measurement of uncertain tax positions related to pre-acquisition periods will be recorded through income tax expense, whereas currently the accounting treatment would require any adjustment to be recognized through the purchase price. See Note 13 for further details.

 

In August 2007, the FASB issued for comment proposed FASB Staff Position (“FSP”) No. APB 14-a, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). The proposed FSP would require the issuer of convertible debt instruments with cash settlement features to separately account for the liability and equity components of the instrument. The debt would be recognized at the present value of its cash flows discounted using the issuer’s nonconvertible debt borrowing rate at the time of issuance. The equity component would be recognized as the difference between the proceeds from the issuance of the note and the fair value of the liability. The proposed FSP would also require an accretion of the resultant debt discount over the expected life of the debt. The proposed transition guidance requires retrospective application to all periods presented, and does not grandfather existing instruments. The proposed FSP would be effective for us beginning with the second quarter of 2008. The FASB has not yet issued final guidance on the FSP and it is not clear that the proposed effective date will be retained. If the FSP is issued as proposed, we expect the increase in non-cash interest expense recognized on our consolidated financial statements to be significant.

 

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of SFAS No. 115. SFAS No. 159 permits companies to choose to measure certain financial instruments and certain other items at fair value and requires unrealized gains and losses on items for which the fair value option has been elected to be reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We are currently in the process of evaluating the impact of SFAS No. 159 on our consolidated financial statements.

 

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS No. 157 is effective for fiscal years beginning after

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. We are currently in the process of evaluating the impact of SFAS No. 157 on our consolidated financial statements.

 

In September 2006, the FASB issued Emerging Issues Task Force (“EITF”) Issue No. 06-1, Accounting for Consideration Given by a Service Provider to a Manufacturer or Reseller of Equipment Necessary for an End-Customer to Receive Service from the Service Provider. EITF Issue No. 06-1 requires that we provide disclosures regarding the nature of arrangements in which we provide consideration to manufacturers or resellers of equipment necessary for an end-customer to receive service from us, including the amounts recognized in the Consolidated Statements of Income. EITF Issue No. 06-1 is effective for fiscal years beginning after June 15, 2007. We do not expect the adoption of EITF Issue No. 06-1 to have a material impact on our consolidated financial statements.

 

 

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

 

The components of comprehensive income, net of tax, are as follows:

 

 

Accumulated other comprehensive income as of December 31, 2007 and 2006 consists primarily of foreign currency translation adjustments, net of taxes.

 

 

Company-i

 

On December 1, 2006, we completed our acquisition of Company-i Limited (“Company-i”), a UK-based professional services firm that specialized in addressing key challenges associated with operating and managing a data center in the financial services industry, for $26 million in cash, including an immaterial amount for acquisition related expenses. The purchase price was subject to an adjustment of up to $11 million in cash if Company-i achieved certain billings targets by March 31 or September 30, 2007, or September 30, 2008. During the June 2007 quarter, we determined that the billing targets were met as of June 29, 2007 and therefore recorded a liability of approximately $12 million, including the effects of foreign exchange, and booked an adjustment to goodwill in accordance with SFAS No. 141, Business Combinations. The liability of $12 million was paid during the quarter ended September 30, 2007.

 

Altiris

 

On April 6, 2007, we completed our acquisition of 100% of the equity interest of Altiris Inc. (“Altiris”), a leading provider of information technology management software that enables businesses to easily manage and service network-based endpoints. The aggregate purchase price, including acquisition related costs, was approximately $1,045 million, of which approximately $841 million was paid in cash, which amount was net of Altiris’ cash and cash equivalents balance. We believe this acquisition will enable us to help customers better manage and enforce security policies at the endpoint, identify and protect against threats, and repair and service assets. The aggregate purchase price was allocated as of the date of acquisition as follows: goodwill, $633 million; other intangible assets, $223 million; developed technology, $90 million; net tangible assets, $238 million; and net income tax liabilities, $139 million. Goodwill resulted primarily from our expectation of synergies from the integration of Altiris’ service offerings with our service offerings. The amount allocated to Developed technology is being amortized to Cost of revenues in the Condensed Consolidated Statements of Income over its estimated useful life of one to six years. The amount allocated to Other intangible assets is being amortized to Operating expenses in the Condensed Consolidated Statements of Income over its estimated useful life of three to eight years. Since its acquisition, the results of operations of Altiris have been included in our results of operations as part of the new Altiris segment. The financial results of this acquisition are considered immaterial for purposes of pro forma financial disclosures.

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Huawei Technologies joint venture

 

In May 2007, we signed an agreement to invest in a joint venture with Huawei Technologies Co., Ltd. (the “joint venture”). The joint venture will develop, manufacture, market and support security and storage appliances to global telecommunications carriers and enterprise customers. We will contribute storage and security software and $150 million in cash in return for a 49% interest in the joint venture. The joint venture is expected to close in early February 2008.

 

Vontu

 

On November 30, 2007, we completed our acquisition of 100% of the equity interest of Vontu Inc. (“Vontu”), a provider of Data Loss Prevention (DLP) solutions that assists organizations in preventing the loss of confidential or proprietary information. The aggregate purchase price was approximately $316 million, of which $298 million was paid in cash net of cash acquired, transaction and other costs of $5 million and $13 million was paid in assumed equity awards. We believe Vontu’s products will complement our existing portfolio of endpoint and network security, storage and compliance solutions. On November 29, 2007, we borrowed $200 million under our five-year $1 billion senior unsecured revolving credit facility to partially finance our acquisition of Vontu. See further discussion at Note 6.

 

The aggregate purchase price was allocated as of the date of acquisition as follows: goodwill, $259 million; other intangible assets, $33 million; developed technology, $36 million; net tangible assets, $10 million; and net income tax and other liabilities, $22 million. As part of the acquisition, we assumed an immaterial amount of restricted cash associated with a building lease. We recorded goodwill primarily based on our expectation of synergies from the integration of Vontu’s service offerings with our existing service offerings. The amount allocated to developed technology is being amortized to Cost of revenues in the Condensed Consolidated Statements of Income over its estimated useful life of four years. The amount allocated to Other intangible assets is being amortized to Operating expenses in the Condensed Consolidated Statements of Income over estimated useful lives of one to eight years. Since its acquisition date, the results of operations of Vontu have been included in our results of operations as part of the Security and Data Management segment. The financial results of this acquisition are considered immaterial for purposes of pro forma financial disclosures.

 

 

Goodwill

 

In accordance with SFAS No. 142, we allocate goodwill to our reporting units, which are the same as our operating segments. Goodwill is allocated as follows:

 

 

 

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

 

 

Acquired product rights, net

 

Acquired product rights, net subject to amortization are as follows:

 

 

 

Amortization expense for acquired product rights was $85 million for each of the three month periods ended December 31, 2007 and 2006. During the nine month periods ended December 31, 2007 and 2006, amortization expense for acquired product rights was $263 million and $257 million, respectively. Amortization of acquired product rights is included in Cost of revenues in the Condensed Consolidated Statements of Income. The weighted-average remaining estimated lives of acquired product rights are approximately 2 years for developed technology and approximately 3 years for patents. The weighted-average remaining estimated life of acquired product rights is approximately 2 years. Amortization expense for acquired product rights, based upon our existing acquired product rights and their current useful lives as of December 31, 2007, is estimated to be as follows (in thousands):

 

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Other intangible assets, net

 

Other intangible assets, net subject to amortization are as follows:

 

 

 

During the three month periods ended December 31, 2007 and 2006, amortization expense for other intangible assets was $55 million and $50 million, respectively. During the nine month periods ended December 31, 2007 and 2006, amortization expense for other intangible assets was $169 million and $152 million, respectively. Amortization of other intangible assets is included in Operating expenses in the Condensed Consolidated Statements of Income. The weighted-average remaining estimated lives for other intangible assets are approximately 6 years for customer base, approximately 7 years for trade name, and approximately 0.5 year for partnership agreements. The weighted-average remaining estimated life of other intangible assets is approximately 6 years.

 

Amortization expense for other intangible assets, based upon our existing other intangible assets and their current useful lives as of December 31, 2007, is estimated to be as follows (in thousands):

 

 

 

In July 2006, we entered into a five-year $1 billion senior unsecured revolving credit facility that expires in July 2011. Borrowings under the facility bear interest, at our option, at either a rate equal to the bank’s base rate or a rate equal to LIBOR plus a margin based on our leverage ratio, as defined in the credit facility agreement. In connection with the credit facility, we must maintain certain covenants, including a specified ratio of debt to

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

earnings before interest, taxes, depreciation, and amortization as defined as well as various other non-financial covenants.

 

On November 29, 2007, we borrowed $200 million under this credit agreement to partially finance our acquisition of Vontu. This outstanding borrowing amount bears interest at 4.7075% per annum, which is due and payable quarterly. Payment of the principal amount is due on November 28, 2008.

 

As of December 31, 2007, we had $200 million in outstanding borrowings included in short-term borrowings on our Condensed Consolidated Balance Sheets related to this credit facility and were in compliance with all of the covenants.

 

 

During fiscal 2008, following a review of our real estate holdings we determined that certain long-term assets were under utilized. As a result, we have committed to sell vacant buildings located in Culver City, California and Newport News, Virginia. In accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we designated these buildings as assets held for sale and included them in Other current assets on our Condensed Consolidated Balance Sheets.

 

Culver City, California

 

As of December 31, 2007, the Culver City assets had a total carrying value of approximately $99 million and no associated liabilities. SFAS No. 144 provides that a long-lived asset classified as held for sale should be measured at the lower of its carrying amount or fair value less cost to sell. Since the carrying value of the Culver City assets was less than the estimated fair value less cost to sell, no adjustment to the carrying value of this asset was necessary. We believe that this sale will be completed no later than the end of the fourth quarter of fiscal 2008.

 

Newport News, Virginia

 

As of December 31, 2007, the Newport News assets had a total value of approximately $10 million and no associated liabilities. We recorded an immaterial impairment loss on this asset in the third quarter of fiscal 2008 because the carrying value was greater than the estimated fair value less cost to sell. This impairment was included in Research and development expense on our Condensed Consolidated Statements of Income. We believe that this sale will be completed no later than the end of the first quarter of fiscal 2009.

 

 

During the second quarter of fiscal 2008, we determined that certain tangible and intangible assets and liabilities of the Data Center Management segment did not meet the long term strategic objectives of the segment. As a result, we entered into an agreement to sell these assets to a third party. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long Lived Assets, we designated these assets, and associated liabilities, as held for sale and included them in Other Current Assets, and Other Current Liabilities, in our Condensed Consolidated Balance Sheets.

 

As of December 31, 2007, the assets associated with this transaction have a value of approximately $7 million, with approximately $3 million of associated liabilities. As a result of this transaction, we recorded an impairment loss of $87 million in the second quarter of fiscal 2008, and an additional $6 million in the third quarter of fiscal 2008 based upon a change in the estimate of the impairment loss. This impairment loss is recorded as a write-down of intangible assets in our Condensed Consolidated Statements of Income. It is expected that this transaction will be completed during the fourth quarter of fiscal 2008.

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

 

Stock repurchases

 

During the three month period ended June 30, 2007, we repurchased 25 million shares of our common stock at prices ranging from $19.40 to $20.14 per share for an aggregate amount of $500 million, which completed the $1 billion share repurchase program announced in January 2007.

 

On June 14, 2007, we announced that our Board of Directors authorized the repurchase of an additional $2 billion of Symantec common stock. The repurchase authorization does not have a scheduled expiration date. During the three month period ended September 30, 2007, we repurchased 22 million shares of our common stock at prices ranging from $17.62 to $19.67 per share for an aggregate amount of $400 million. During the three month period ended December 31, 2007, we repurchased 23 million shares of our common stock at prices ranging from $16.98 to $18.27 per share for an aggregate amount of $400 million. As of December 31, 2007 an aggregate of $1.2 billion remained authorized for future repurchases under our stock repurchase program.

 

 

We currently have in effect certain stock purchase plans, stock award plans, and equity incentive plans, as described in detail in Note 11 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2007.

 

Valuation of stock-based awards

 

The fair value of each stock option granted under our equity incentive plans is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

 

 

The expected life of options is based on an analysis of our historical experience of employee exercise and post-vesting termination behavior considered in relation to the contractual life of the option. Expected volatility is based on the average of the historical volatility for the period commensurate with the expected life of the option and the implied volatility of traded options. The risk-free interest rate is equal to the U.S. Treasury constant maturity rates for the period equal to the expected life. We do not currently pay cash dividends on our common stock and do not anticipate doing so in the foreseeable future. Accordingly, our expected dividend yield is zero. The fair value of each Restricted Stock Unit (“RSU”), is equal to the market value of Symantec’s common stock on the date of grant. The fair value of each purchase right under our Employee Stock Purchase Plan is equal to the 15% discount on shares purchased. We estimate forfeitures of options and RSUs at the time of grant based on historical experience and record compensation expense only for those awards that are expected to vest.

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Stock-based compensation expense

 

Stock-based compensation is classified in the Condensed Consolidated Statements of Income in the same expense line items as cash compensation. The following table sets forth the total stock-based compensation expense recognized in our Condensed Consolidated Statements of Income for the three and nine month periods ended December 31, 2007 and 2006.

 

 

As of December 31, 2007, total unrecognized compensation cost adjusted for estimated forfeitures, related to unvested stock options, RSUs, and Restricted Stock Agreements (“RSAs”), was $168 million, $56 million, and $3 million, respectively, which is expected to be recognized over the remaining weighted-average vesting periods of 2.6 years for stock options, 1.6 years for RSUs, and 0.8 year for RSAs.

 

The weighted-average fair value per share of options granted during the nine months ended December 31, 2007 and 2006, including assumed options, was $6.12 and $5.00, respectively. The total intrinsic value of options exercised during the nine months ended December 31, 2007 and 2006 was $116 million for both periods.

 

The weighted-average fair value per share of RSUs granted during the nine months ended December 31, 2007 and 2006, including assumed RSUs, was $19.45 and $16.50, respectively. The total fair value of RSUs that vested during the nine months ended December 31, 2007 and 2006 was $14 million and an immaterial amount, respectively.

 

Assumed Vontu stock options

 

In connection with our acquisition of Vontu, we assumed all unexercised, outstanding options to purchase Vontu common stock. Each unexercised, outstanding option assumed was converted into an option to purchase Symantec common stock after applying the exchange ratio of 0.5351 shares of Symantec common stock for each share of Vontu common stock. In total, all unexercised, outstanding Vontu options were converted into options to purchase approximately 2.2 million shares of Symantec common stock. As of December 31, 2007, total unrecognized compensation cost adjusted for estimated forfeitures related to the Vontu unexercised, outstanding stock options was $12.9 million.

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Furthermore, all exercised, unvested Vontu options were converted into the right to receive cash of $9.33 per share upon vesting. The total value of the assumed exercised, unvested Vontu options on the date of acquisition was approximately $7 million, assuming no options are forfeited prior to vesting.

 

The assumed options retained all applicable terms and vesting periods, except for certain options that were accelerated according to a change in control provision and will generally vest within a twelve month period from the date of acquisition and certain other options that vested in full as of the acquisition date. In general, the assumed options typically vest over a period of four years from the original date of grant and have a maximum term of ten years.

 

Assumed Altiris stock options and awards

 

In connection with our acquisition of Altiris, we assumed all of the outstanding options to purchase Altiris common stock. Each option assumed was converted into an option to purchase Symantec common stock after applying the exchange ratio of 1.9075 shares of Symantec common stock for each share of Altiris common stock. In total, we assumed and converted Altiris options into options to purchase approximately 3 million shares of Symantec common stock. In addition, we assumed and converted all outstanding Altiris RSUs into approximately 320,000 Symantec RSUs, based on the same exchange ratio. Furthermore, we assumed all outstanding Altiris RSAs which were converted into the right to receive cash of $33.00 per share upon vesting. The total value of the assumed RSAs on the date of acquisition was approximately $9 million, assuming no RSAs are forfeited prior to vesting. As of December 31, 2007, total unrecognized compensation cost adjusted for estimated forfeitures, related to the Altiris unvested stock options, RSUs and RSAs, was $2 million, $2 million, and $3 million, respectively.

 

The assumed options, RSUs, and RSAs retained all applicable terms and vesting periods, except for certain options, RSAs and RSUs that were accelerated according to the executive vesting plan and will generally vest over a four to twelve month period from the date of acquisition and certain other options that vested in full as of the acquisition date. In general, the assumed options typically vest over a period of three to four years from the original date of grant and have a maximum term of ten years. The assumed RSUs and RSAs typically vest over a period of two to three years from the original date of grant.

 

 

As of December 31, 2007, we had a restructuring and employee termination benefit accrual of $29 million, of which $22 million was included in other accrued expenses and $7 million was included in other long-term obligations on the Condensed Consolidated Balance Sheet. The restructuring accrual consists of $4 million related to the Vontu acquisition, $11 million related to accruals for the fiscal 2008 plan, $6 million related to accruals established for the fiscal year 2007 plans, $4 million related to restructuring accruals established for the fiscal 2006 plan, and $4 million related to a restructuring accrual assumed from the Veritas acquisition.

 

Restructuring charges

 

In the third quarter of fiscal 2008, we implemented a restructuring plan to continue our focus on controlling costs. During the period, we incurred approximately $23 million in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, and SFAS No. 112, Employers’ Accounting for Postemployment Benefits — an amendment of FASB Statements No. 5 and 43, related to severance, associated benefits, and outplacement services for the termination of approximately 570 employees located in the Americas, Europe, and Asia Pacific. Approximately $12 million was paid out during the third quarter of fiscal 2008. As of December 31, 2007, $11 million remained in a restructuring accrual, which we expect to be paid by the end of fiscal 2009.

 

In fiscal 2007, we implemented restructuring plans to better align our expenses with our revenue expectations. The costs included amounts for severance, associated benefits, outplacement services, and termination of excess

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

facilities. As of March 31, 2007, $46 million remained related to this accrual. During the nine months ended December 31, 2007, we increased this accrual by approximately $28 million related to additional severance, associated benefits, outplacement services, and termination of excess facilities and paid approximately $68 million related to this accrual. As of December 31, 2007, $6 million remained in this accrual, which we expect to be paid by the end of fiscal 2010.

 

In fiscal 2006, we recorded restructuring costs related to severance, associated benefits, and outplacement services, and related excess facilities. As of March 31, 2007, $5 million remained related to this accrual, the majority of which relates to excess facilities. During the nine months ended December 31, 2007, we paid approximately $1 million related to this accrual and increased this accrual by an immaterial amount as we determined that the costs related to certain facilities would be greater than originally accrued. As of December 31, 2007, $4 million remained in this accrual, which we expect to be paid by the end of fiscal 2018.

 

Amounts related to restructuring expense are included in Restructuring on the Condensed Consolidated Statements of Income.

 

Acquisition-related restructuring

 

In connection with the Vontu acquisition, we recorded a restructuring accrual of $4 million in accordance with EITF Issue No. 95-3, Recognition of Liabilities in Connection With a Purchase Business Combination related to excess facilities. The $4 million accrual will be paid over the remaining lease terms, ending at various dates through fiscal 2013.

 

In connection with the Altiris acquisition, we recorded a restructuring accrual of $4 million related to severance, associated benefits, outplacement services, and related excess facilities. During the nine months ended December 31, 2007, we paid approximately $2 million related to this accrual and decreased this accrual by an immaterial amount as we determined that the costs related to certain facilities would be less than originally accrued. The remaining accrual amount of $2 million will be paid over the remaining lease terms, ending at various dates through fiscal 2009.

 

In connection with the Veritas acquisition, we assumed a restructuring accrual related to the 2002 Veritas facilities restructuring plan. As of March 31, 2007, $4 million remained related to this accrual. During the nine months ended December 31, 2007, we paid approximately $2 million related to this accrual and increased this accrual by $2 million as we determined that the costs related to certain facilities would be greater than originally accrued. The remaining accrual amount of $4 million will be paid over the remaining lease terms, ending at various dates through fiscal 2016.

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

 

The components of net income per share are as follows:

 

 

The following potential common shares were excluded from the computation of diluted net income per share as their effect would have been anti-dilutive:

 

 

For the three and nine month periods ended December 31, 2007 and 2006, we excluded the effect of the Senior Notes and warrants for the reasons discussed in Note 6 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2007.

 

 

The effective tax rate was approximately 36% and 34% for the three month periods and 35% for both of the nine month periods ended December 31, 2007 and 2006, respectively. The December 2007 tax rate is higher than the December 2006 tax rate primarily due to fewer favorable prior year tax benefits recorded in the quarter. The effective tax rates for all periods are favorably impacted by the benefits of lower-taxed foreign earnings and domestic manufacturing tax incentives, offset by state income taxes and non-deductible stock-based compensation resulting from the adoption of SFAS No. 123(R), Share-Based Payment. Additionally, the effective tax rates for both December quarters have been favorably impacted by the discrete benefit items described below. The September and December 2007 quarters include a full 40% tax benefit of approximately $34 million and $2 million, respectively

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

related to the write-down of tangible and intangible assets related to the Data Center Management segment, as discussed in Note 8. The December 2006 quarter includes an additional $5 million tax expense to adjust year to date taxes provided on pre-tax income generated in the June and September 2006 quarters. Additionally, we recorded in the December 2006 quarter a $6 million benefit related to favorable prior year items, including the retroactive reinstatement of the United States (“U.S.”) federal research credit. Further, the tax expense for the nine months ended December 31, 2006 includes an $8 million tax benefit recorded in the September 2006 quarter for the final Internal Revenue Service (“IRS”), audit settlement of Symantec’s fiscal years 2003 and 2004 as well as an accrual of approximately $6 million for penalty risks associated with the late filing of Veritas’ final pre-acquisition income tax return that was recorded in the June 2006 quarter.

 

We adopted the provisions of FIN 48 effective April 1, 2007. FIN 48 addresses the accounting for and disclosure of uncertainty in income tax positions by prescribing a minimum recognition threshold that a tax position is required to satisfy before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 

The cumulative effect of adopting FIN 48 was a decrease in tax reserves of $18 million, resulting in a decrease to Veritas goodwill of $10 million, an increase of $7 million to the April 1, 2007 Retained earnings balance, and a $1 million increase in Capital in excess of par value. Upon adoption, the gross liability for unrecognized tax benefits at April 1, 2007 was $454 million, exclusive of interest and penalties. This gross liability is reduced by offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, and state income taxes as well as payments made to date. Of the total unrecognized tax benefits, $88 million, if recognized would favorably affect our effective tax rate while the remaining amount would reduce Goodwill. In addition, consistent with the provisions of FIN 48, certain reclassifications were made to the balance sheet, including the reclassification of $350 million of income tax liabilities from current to non-current liabilities because payment of cash is not anticipated within one year of the balance sheet date.

 

Our policy to include interest and penalties related to gross unrecognized tax benefits within our provision for income taxes did not change upon the adoption of FIN 48. If the accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced in the period that such determination is made, and reflected as a reduction of the overall income tax provision, to the extent that the interest expense had been provided through the tax provision, or as a reduction to Goodwill if it had been recorded through purchase accounting. At April 1, 2007, before any tax benefits, we had $92 million of accrued interest and $13 million of accrued penalties on unrecognized tax benefits. Interest included in our provision for income taxes was approximately $24 million for the nine months ended December 31, 2007.

 

Since the adoption of FIN 48 on April 1, 2007, we have recorded a net increase of unrecognized tax benefits of approximately $82 million during the nine months ended December 31, 2007, of which $55 million and $13 million are related to the acquisitions of Altiris and Vontu, respectively, and are reflected in the purchase accounting for the acquisitions.

 

We file income tax returns in the U.S. on a federal basis and in many U.S. state and foreign jurisdictions. Our two most significant tax jurisdictions are the U.S. and Ireland. Our tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. Our 2000 through 2007 tax years remain subject to examination by the IRS for U.S. federal tax purposes, and our 1995 through 2007 tax years remain subject to examination by the appropriate governmental agencies for Irish tax purposes. Other significant jurisdictions include California and Japan. As of December 31, 2007, we are under examination by the IRS, for the Veritas U.S. federal income taxes for the 2002 through 2005 tax years.

 

On June 26, 2006, we filed a petition with the U.S. Tax Court to protest a Notice of Deficiency from the IRS claiming that we owe $867 million, excluding penalties and interest, for the 2000 and 2001 tax years of Veritas. On August 30, 2006, the IRS answered our petition and the case has been docketed for trial in U.S. Tax Court and is

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

scheduled to begin on June 30, 2008. In the March 2007 quarter, the IRS agreed to dismiss any penalty assessment, and we have otherwise agreed to settle several of the lesser issues (representing $35 million of the total assessment) for $7 million of tax. As a result, the outstanding issue represents $832 million of tax. No payments will be made on the assessment until the issue is definitively resolved. If, upon resolution, we are required to pay an amount in excess of our provision for this matter, the incremental amounts due would be accounted for principally as additions to the Veritas purchase price as an increase to goodwill. Any incremental interest accrued related to periods subsequent to the date of the Veritas acquisition would be recorded as an expense in the period the matter is resolved.

 

The accounting treatment related to pre-acquisition uncertain tax positions will change when FAS 141R becomes effective, which will be in the first quarter of our fiscal year 2010. At such time, any changes to the recognition or measurement of uncertain tax positions related to pre-acquisition periods will be recorded through income tax expense, where currently the accounting treatment would require any adjustment to be recognized through the purchase price as an increase or decrease to goodwill.

 

We continue to monitor the progress of ongoing income tax controversies and the impact, if any, of the expected tolling of the statute of limitations in various taxing jurisdictions. Considering these facts, we do not currently believe there is a reasonable possibility of any significant change to its total unrecognized tax benefits within the next twelve months.

 

 

On March 29, 2006, we received a Notice of Deficiency from the IRS claiming that we owe additional taxes, plus interest and penalties, for the 2000 and 2001 tax years based on an audit of Veritas. The incremental tax liability asserted by the IRS was $867 million, excluding penalties and interest. On June 26, 2006, we filed a petition with the U.S. Tax Court protesting the IRS claim for such additional taxes. On August 30, 2006, the IRS answered our petition and this matter has been docketed for trial in U.S. Tax Court and is scheduled to begin on June 30, 2008. We have subsequently agreed to pay $7 million out of $35 million originally assessed by the IRS in connection with several of the lesser issues covered in the assessment. The IRS has also agreed to waive the assessment of penalties. We do not agree with the IRS on the $832 million remaining at issue. We strongly believe the IRS’ position with regard to this matter is inconsistent with applicable tax laws and existing Treasury regulations, and that our previously reported income tax provision for the years in question is appropriate. See Note 13 for further details.

 

On July 7, 2004, a purported class action complaint entitled Paul Kuck, et al. v. Veritas Software Corporation, et al. was filed in the United States District Court for the District of Delaware. The lawsuit alleges violations of federal securities laws in connection with Veritas’ announcement on July 6, 2004 that it expected results of operations for the fiscal quarter ended June 30, 2004 to fall below earlier estimates. The complaint generally seeks an unspecified amount of damages. Subsequently, additional purported class action complaints have been filed in Delaware federal court, and, on March 3, 2005, the Court entered an order consolidating these actions and appointing lead plaintiffs and counsel. A consolidated amended complaint (“CAC”), was filed on May 27, 2005, expanding the class period from April 23, 2004 through July 6, 2004. The CAC also named another officer as a defendant and added allegations that Veritas and the named officers made false or misleading statements in press releases and SEC filings regarding the company’s financial results, which allegedly contained revenue recognized from contracts that were unsigned or lacked essential terms. The defendants to this matter filed a motion to dismiss the CAC in July 2005; the motion was denied in May 2006. In November 2007, a tentative agreement was proposed to resolve the matter, subject to several conditions. If the settlement is not completed, an adverse outcome in this matter could have a material adverse effect on our financial position, results of operations and cash flows. We believe that the amount of loss from this case is not reasonably estimable and it is less than probable that we will become liable related to this matter as of December 31, 2007.

 

After Veritas announced in January 2003 that it would restate its financial results as a result of transactions entered into with AOL Time Warner in September 2000, numerous separate complaints purporting to be class actions were filed in the United States District Court for the Northern District of California alleging that Veritas and some of its

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

officers and directors violated provisions of the Securities Exchange Act of 1934. The complaints contain varying allegations, including that Veritas made materially false and misleading statements with respect to its 2000, 2001 and 2002 financial results included in its filings with the SEC, press releases and other public disclosures. A consolidated complaint entitled In Re VERITAS Software Corporation Securities Litigation was filed by the lead plaintiff on July 18, 2003. On February 18, 2005, the parties filed a Stipulation of Settlement in the class action. On March 18, 2005, the Court entered an order preliminarily approving the class action settlement. Pursuant to the terms of the settlement, a $35 million settlement fund was established on March 25, 2005. Veritas’ insurance carriers provided for the entire amount of the settlement fund. In July 2007, the Court of Appeals vacated the settlement, finding that the notice of settlement was inadequate. The matter has been returned to the District Court for further proceedings, including reissuance of the notice. If the settlement is not approved, an adverse outcome in this matter could have a material adverse effect on our financial position, results of operations and cash flows.

 

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 financial condition or results of operations.

 

 

Beginning in the June 2007 quarter, we added an additional segment called Altiris that consists of the products we acquired as a result of our April 2007 acquisition of Altiris. We also moved (1) our Ghost^tm, pcAnywhere^tm, and LiveState^tm Delivery products from the Security and Data Management segment to the Altiris segment, and (2) our Managed Security Services and DeepSight products and services from the Security and Data Management segment to the Services segment. In addition, following implementation of our new enterprise resource planning system completed during the December 2006 quarter, we refined the methodology of allocating maintenance revenues among our enterprise segments. The maintenance analysis largely impacts our Data Center Management segment, offset by the impact to our Security and Data Management segment. As a result of these revisions, we have recast segment information for fiscal 2007 to reflect the segment reporting structure described below. During the September 2007 quarter, we continued to refine our segment structure, and recast certain amounts from the Services segment to the Security and Data Management segment.

 

Our operating segments are significant strategic business units that offer different products and services, distinguished by customer needs. Our reportable segments are the same as our operating segments. As of December 31, 2007, we operated in six segments:

 

 

SYMANTEC CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

 

 

The accounting policies of the segments are described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2007. There are no intersegment sales. Our chief operating decision maker evaluates performance based on direct profit or loss from operations before income taxes not including nonrecurring gains and losses, foreign exchange gains and losses, and certain income and expenses. Except for goodwill, as disclosed in Note 5, the majority of our assets are not discretely identified by segment. The depreciation and amortization of our property, equipment, and leasehold improvements are allocated based on headcount, unless specifically identified by segment.

 

 

 

 

 

On February 4, 2008, all conditions to closing the joint venture with Huawei Technologies discussed in Note 4 have been satisfied, and we authorized the funding of the new entity with $150 million in cash.

 

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, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or 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, 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 March 31, 2007. We encourage you to read that section carefully.

 

OVERVIEW

 

Our Business

 

We are a world leader in providing infrastructure software to protect individuals and enterprises from a variety of risks. We provide consumers, home offices, and small businesses with Internet security and personal computer (“PC”), problem-solving products; we provide small and medium-sized businesses with software to provision, backup, secure, and remotely access their PCs and servers; we provide enterprise and large enterprise customers with security, storage and server management, data protection, and application performance management solutions; and we provide a full range of consulting and educational services to enterprises of all sizes. In addition, we continually work to enhance the features and functionality of our existing products, extend our product leadership, and create innovative solutions for our customers to address the rapidly changing threat environment. Founded in 1982, we have operations in 40 countries worldwide.

 

On April 6, 2007, we completed our acquisition of Altiris, Inc., a leading provider of IT management software that enables businesses to easily manage and service network-based endpoints. We used approximately $841 million of our cash and cash equivalents to fund the acquisition, which amount was net of Altiris’ cash and cash equivalents balance. We believe this acquisition enables us to help customers better manage and enforce security policies at the endpoint, identify and protect against threats, and repair and service assets.

 

On November 30, 2007, we completed our acquisition of Vontu, Inc. (“Vontu”), a provider of Data Loss Prevention (DLP) solutions that assists organizations in preventing the loss of confidential or proprietary information, for approximately $298 million in cash, which amount was net of Vontu’s cash and cash equivalents balance. On November 29, 2007, we borrowed $200 million under our five-year $1 billion senior unsecured revolving credit facility to partially finance our acquisition of Vontu.

 

Our Operating Segments

 

Our operating segments are significant strategic business units that offer different products and services, distinguished by customer needs. Beginning in the June 2007 quarter, we added an additional segment called Altiris that consists of the products we acquired as a result of our April 2007 acquisition of Altiris, Inc. We also moved (1) our Ghosttm, pcAnywheretm, and LiveStatetm Delivery products from the Security and Data Management segment to the Altiris segment, and (2) our Managed Security Services and DeepSight products and services from the Security and Data Management segment to the Services segment. In addition, following implementation of our new enterprise resource planning system completed during the December 2006 quarter, we refined the methodology of allocating maintenance revenues among our enterprise segments. This change largely positively impacts our

Data Center Management segment to the offsetting detriment of the Security and Data Management segment. During the September 2007 quarter, we continued to refine our segment structure, and recast certain amounts from the Services segment to the Security and Data Management segment. These initiatives have resulted in us recasting our segment data for all periods presented.

 

As of December 31, 2007, we operated in six segments, descriptions of which are provided in Note 15 of Notes to Condensed Consolidated Financial Statements. Our reportable segments are the same as our operating segments.

 

Financial Results and Trends

 

Our net income was $132 million and $278 million, respectively, for the three and nine months ended December 31, 2007 as compared to our net income of $117 million and $344 million, respectively, for the three and nine months ended December 31, 2006. Net income for the fiscal 2008 periods as compared to the fiscal 2007 periods was affected by higher sales, amortization of deferred revenue, marketing expenses, write-downs of $87 million in the September 2007 quarter and an additional $6 million in the December 2007 quarter related to non-strategic assets of the Data Center Management segment, and restructuring charges of $52 million incurred in the nine months ended December 31, 2007 related to cost savings initiatives discussed below. During the December 2007 quarter, employee headcount increased by approximately 5% from March 31, 2007 and approximately 3% from December 31, 2006, primarily due to our 2007 acquisitions of Altiris and Vontu.

 

Revenue for the three and nine months ended December 31, 2007 was 15% and 13% higher, respectively, than revenue for the three and nine months ended December 2006. For the three and nine months ended December 31, 2007, we realized revenue growth across all of our geographic regions as compared to the three and nine months ended December 31, 2006 and experienced revenue growth in all of our segments. Increased sales related to some of our enterprise products contributed to the increase in deferred revenue realized in the three and nine months ended December 31, 2007, and we will benefit from this increase in future periods as the deferred revenue balance becomes recognized as revenue. The factors contributing to the growth in revenue and deferred revenue are discussed more fully in “Results of Operations” below.

 

Foreign currency fluctuations positively impacted our international revenue growth by approximately 5 percentage points and 3 percentage points, respectively, during the three and nine month periods ended December 31, 2007 as compared to the same prior year periods. Due to the nature of fluctuation movements we are unable to predict the extent to which revenues in future periods will be impacted by changes in foreign currency exchange rates. To the extent that international sales become a greater portion of our total sales in the future, changes in foreign exchange rates may have a potentially greater impact on our revenues and operating results.

 

In the fourth quarter of fiscal 2007, we implemented a cost savings initiative, which included a workforce reduction of approximately 6% worldwide. We have substantially implemented this cost savings initiative. In the December 2007 quarter, we implemented another restructuring plan to continue our focus on controlling costs. These cost savings initiatives resulted in restructuring charges totaling $52 million in the first three quarters of fiscal 2008 and may result in additional restructuring charges in future periods.

 

During the September 2007 quarter, we determined that specified tangible and intangible assets and liabilities of the Data Center Management segment, consisting of our Application Performance Management (APM) business, did not meet the long term strategic objectives of the segment. Accordingly, we have recorded a write-down of $87 million to value these assets and liabilities at their respective estimated fair value. During the December 2007 quarter, we recorded an additional $6 million write-down based upon a change in the estimate of the total impairment loss. In January 2008, we signed a definitive agreement to dispose of these assets. We expect that this transaction will be completed during the fourth quarter of fiscal 2008.

 

Our gross margins and operating expenses were affected in the first three quarters of fiscal 2008, and we expect them to be affected in future periods, as a result of recent changes in the terms of some of our relationships with key Original Equipment Manufacturers (“OEMs”). We have negotiated new contract terms with some of our OEM partners, which have resulted in payments to OEM partners being included in our Condensed Consolidated Statements of Income as Operating expenses rather than Cost of revenues. In general, payments to OEMs made on a placement fee per unit basis will be treated as Operating expenses, while payments based on a revenue-sharing

model will be amortized as Cost of revenues. As a result of these recent changes, we expect Cost of revenues to decrease and we expect Operating expenses to increase. The increase in Operating expenses will more than offset the decrease in Cost of revenues because placement fee arrangements are expensed on an estimated average cost basis, while revenue-sharing arrangements are amortized ratably over a one-year period, and because payments to OEMs have increased.

 

Critical Accounting Estimates

 

On April 1, 2007, we adopted a new pronouncement related to income taxes, as discussed under the Significant Accounting Policies portion of Note 1 of the Notes to Condensed Consolidated Financial Statements. Other than this, there have been no significant changes in our critical accounting estimates during the nine months ended December 31, 2007 as compared to the critical accounting estimates 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 March 31, 2007.

 

Recent Accounting Pronouncements

 

Information with respect to Recent Accounting Pronouncements may be found in Note 1 of Notes to Condensed Consolidated Financial Statements in this Form 10-Q, which information is incorporated herein by reference.

 

RESULTS OF OPERATIONS

 

Total Net Revenues

 

 

The increase in revenues for the three months ended December 31, 2007 as compared to the three months ended December 31, 2006 is primarily due to favorable foreign currency impact of $69 million, $56 million due to the sales of products acquired through our April 6, 2007 acquisition of Altiris for which there is no comparable revenue in the same prior year period, and higher amortization of deferred revenue as a result of the higher amount of deferred revenue at the beginning of the December 2007 period than at the beginning of the December 2006 period. Our total deferred revenue was $2.599 billion and $2.325 billion at the beginning of the three month periods ended December 31, 2007 and 2006, respectively, and was $2.877 billion and $2.559 billion at the end of the three month periods ended December 31, 2007 and 2006, respectively. The higher deferred revenue balance at the beginning of the December 2007 period is due to a greater portion of the revenue from transactions being subject to deferral since the beginning of the third quarter of fiscal 2007 than was the case in prior periods. This in turn is the result of closing more multi-year contracts, selling more services along with our license and maintenance arrangements, and the combination of our buying programs for all of our enterprise offerings, which resulted in a change in the vendor-specific objective evidence (“VSOE”) of fair value for our storage and availability offerings. Increased sales related to our Backup Exec, Enterprise Vault, Net Backup and Storage Foundation products also contributed to the increase in our deferred revenue balance as of December 31, 2007.

 

As a result of our initiative to offer customers a more comprehensive solution to protect and manage a global IT infrastructure, we expect to sell more services with our license and maintenance contracts. VSOE may not exist for some of these services, which will result in recognizing an increased amount of deferred revenue, and an increased classification of revenues as Content, subscriptions, and maintenance revenue, from these contracts. We also increased the amount of maintenance renewals sold with a license component, resulting in a larger portion of

revenues associated with contracts being classified as Content, subscriptions, and maintenance revenue, which is subject to deferral, instead of Licenses revenue, which is generally recognized immediately.

 

The increase in revenues for the nine months ended December 31, 2007 as compared to the nine months ended December 31, 2006 is primarily due to favorable foreign currency impact of $148 million, $135 million due to the sales of products acquired through our April 6, 2007 acquisition of Altiris for which there is no comparable revenue in the same prior year period, $115 million as a result of prior period growth in demand for our Consumer Products, and higher amortization of deferred revenue as a result of the higher amount of deferred revenue at the beginning of the December 2007 period than at the beginning of the December 2006 period. Our total deferred revenue was $2.754 billion and $2.264 billion at the beginning of the nine month periods ended December 31, 2007 and 2006, respectively, and was $2.877 billion and $2.559 billion at the end of the nine month periods ended December 31, 2007 and 2006, respectively, for the reasons discussed above.

 

The revenue increases during the three and nine months ended December 31, 2007 discussed above are further described in the segment discussions that follow.

 

Content, subscriptions, and maintenance revenues

 

 

Content, subscriptions, and maintenance revenue includes arrangements for software maintenance and technical support for our products, content and subscription services primarily related to our security products, revenue from arrangements where VSOE of the fair value of undelivered elements does not exist, and managed security services. These arrangements are generally offered to our customers over a specified period of time and we recognize the related revenue ratably over the maintenance, subscription, or service period. In addition, as noted above, increased flexibility in contract terms and the combination of our buying programs in the December 2006 quarter have impacted the timing of our recognition of this revenue. These changes cause a larger portion of revenue associated with contracts to be classified as Content, subscriptions, and maintenance revenue instead of Licenses revenue.

 

Content, subscriptions, and maintenance revenue also includes professional services revenue, which consists primarily of the fees we earn related to consulting and educational services. We generally recognize revenue from our professional services as the services are performed or upon written acceptance from customers, if applicable, assuming all other conditions for revenue recognition have been met.

 

Content, subscriptions, and maintenance revenues increased for the three and nine month periods ended December 31, 2007 as compared to the comparable prior year periods primarily due to increases of $111 million and $326 million, respectively, in revenue related to enterprise products and services, excluding acquired Altiris products. This increase in enterprise product and services revenue was largely attributable to higher amortization of deferred revenue, for the reasons discussed above. The increase is also due to favorable foreign currency impact of $51 million and $113 million, respectively.

 

Revenue related to our Consumer Products increased $34 million and $115 million in the three and nine month periods ended December 31, 2007 as compared to the comparable prior year periods, respectively, primarily due to prior period growth in sales of Norton Internet Security and Norton 360 products and strength in online revenues due to growth in the use of the Internet, and the increased awareness and sophistication of security threats. Furthermore, revenues for the three and nine month periods ended December 31, 2007 increased $24 million and $53 million, respectively, due to the sales of products acquired through our acquisition of Altiris for which there is no comparable revenue in the three and nine month periods ended December 31, 2006.

Licenses revenues

 

 

Licenses revenues increased in the three month period ended December 31, 2007 as compared to the comparable prior year periods primarily due to an increase of $32 million from the sales of products acquired through our acquisition of Altiris for which there is no comparable revenue in the three month period ended December 31, 2006 and a favorable foreign currency impact of $17 million. This increase is partially offset by a decrease in license revenues from the Security and Data Management, Data Center Management, and Altiris segments of $18 million (excluding foreign currency impact and acquired Altiris products, which mitigated the decline in license revenues from those products), as a result of increased flexibility in contract terms and the combination of our buying programs in the December 2006 quarter, causing a larger portion of revenue associated with contracts to be classified as Content, subscriptions, and maintenance revenue instead of Licenses revenue.

 

Licenses revenues decreased in the nine month period ended December 31, 2007 as compared to the comparable prior year period primarily due to the decrease in revenues from the Security and Data Management and Data Center Management segments exceeding the favorable foreign currency impact realized in the current period. License revenues from the Security and Data Management, Data Center Management, and Altiris segments decreased $115 million, excluding foreign currency impact and acquired Altiris products, as a result of increased flexibility in contract terms and the combination of our buying programs in the December 2006 quarter, causing a larger portion of revenue associated with contracts to be classified as Content, subscriptions, and maintenance revenue instead of Licenses revenue. This decrease in revenue for the nine month period ended December 31, 2007 is partially offset by an $83 million increase due to the sales of products acquired through our acquisition of Altiris for which there is no comparable revenue in the nine month period ended December 31, 2006 and a favorable foreign currency impact of $35 million.

 

Net revenue and operating income by segment

 

Consumer Products segment

 

 

Consumer Products revenues increased in the three and nine month periods ended December 31, 2007 as compared to the comparable prior year periods due to an aggregate increase of $74 million and $227 million, respectively, in revenue from our Norton Internet Security and Norton 360 products. These increases are due to the increase in demand of our products during prior periods, which became recognized as current period revenue. These increases are partially offset by aggregate decreases of $36 million and $101 million in revenue from our Norton AntiVirus and Norton System Works products in the three and nine month periods ended December 31, 2007,

respectively. These decreases resulted from our customers’ continued migration to the Norton Internet Security products and to our new Norton 360 products, which offer broader protection to address the rapidly changing threat environment. Our electronic orders include sales derived from OEMs, subscriptions, upgrades, online sales, and renewals. Revenue from electronic orders (which includes sales of our Norton Internet Security products, Norton 360 products, and our Norton AntiVirus products) grew by $47 million and $137 million in the three and nine month periods ended December 31, 2007 as compared to the three and nine month periods ended December 31, 2006, respectively. Included in the total Consumer Products segment revenue increase is a favorable foreign currencies impact of $22 million and $50 million in the three and nine month periods ended December 31, 2007 as compared to the three and nine month periods ended December 31, 2006, respectively.

 

Operating income for the Consumer Product segment decreased, as total expenses exceeded revenue growth for the segment. Total expenses from our Consumer segment increased in the three and nine month periods ended December 31, 2007 as compared to the same prior year periods by $51 million and $156 million, respectively, primarily driven by increases in the amount of payments we make to OEMs on a placement fee basis, rather than a revenue-sharing basis, as described above under “Financial Results and Trends.”

 

Security and Data Management segment

 

 

The increase in revenues from our Security and Data Management segment in the three and nine month periods ended December 31, 2007 as compared to the comparable prior year periods was primarily due to an aggregate increase in revenue from our Backup Exec and Enterprise Vault products of $31 million and $55 million, respectively, as a result of increased demand and higher amortization of deferred revenue from the higher amount of deferred revenue at the beginning of the three and nine month periods ended December 31, 2007 than at the beginning of the comparable period last year, for the reasons discussed above in “Total Net Revenues.” Included in the total Security and Data Management segment revenue increase is a favorable foreign currencies impact of $20 million and $44 million in the three and nine month periods ended December 31, 2007 as compared to the three and nine month periods ended December 31, 2006, respectively.

 

Operating income for the Security and Data Management segment increased, as revenue growth exceeded the growth in total expenses for the segment. Total expenses from our Security and Data Management segment increased in the three month and nine month periods ended December 31, 2007 as compared to the same prior year periods by $16 million. This was primarily due to higher overall sales and marketing expenses in this segment.

Data Center Management segment

 

 

The increase in revenues from our Data Center Management segment in the three and nine month periods ended December 31, 2007 as compared to the same prior year periods was primarily due to an aggregate increase in revenue from our NetBackup and Storage Foundation products of $34 million and $96 million, respectively, driven by increased demand for products related to the standardization and simplification of data center infrastructure and higher amortization of deferred revenue, as a result of the higher amount of deferred revenue at the beginning of the three and nine month periods ended December 31, 2007 than at the beginning of the comparable periods last year, for the reasons discussed above in “Total Net Revenues.” Included in the total Data Center Management segment revenue increase is a favorable foreign currencies impact of $20 million and $41 million in the three and nine month periods ended December 31, 2007 as compared to the three and nine month periods ended December 31, 2006, respectively.

 

Operating income for the Data Center Management segment increased, as revenue growth exceeded the growth in total expenses for the segment. Total expenses in our Data Center Management segment increased in the three and nine month periods ended December 31, 2007 as compared to the same prior year periods by $13 million and $120 million, respectively. These increases were primarily due to the write-down of specified tangible and intangible assets related to the APM business in the amount of $93 million, of which $87 million was recorded in the September 2007 quarter and $6 million was recorded in the December 2007 quarter. Additionally, increases in sales and marketing expenses contributed to higher overall costs for the Data Center Management segment.

 

Services segment