SYMANTEC CORP (Form: 10-Q, Received: 08/05/2009 16:37:07)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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 July 3, 2009
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 (State or other jurisdiction of incorporation or organization)		77-0181864 (I.R.S. employer identification no.)

20330 Stevens Creek Blvd., Cupertino, California (Address of principal executive offices)		95014-2132 (Zip Code)

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 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):

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 July 31, 2009: 814,504,809 shares.

SYMANTEC CORPORATION

FORM 10-Q

Quarterly Period Ended July 3, 2009

TABLE OF CONTENTS


			Page

PART I. FINANCIAL INFORMATION
	Item 1.	*Financial Statements*		3
		Condensed Consolidated Balance Sheets as of July 3, 2009 and April 3, 2009		3
		Condensed Consolidated Statements of Operations for the three months ended July 3, 2009 and July 4, 2008		4
		Condensed Consolidated Statements of Cash Flows for the three months ended July 3, 2009 and July 4, 2008		5
		Notes to Condensed Consolidated Financial Statements		6
	Item 2.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*		23
	Item 3.	*Quantitative and Qualitative Disclosures about Market Risk*		36
	Item 4.	*Controls and Procedures*		36

PART II. OTHER INFORMATION
	Item 1.	*Legal Proceedings*		36
	Item 1A.	*Risk Factors*		36
	Item 2.	*Unregistered Sales of Equity Securities and Use of Proceeds*		37
	Item 6.	*Exhibits*		38
Signatures				39
EX-3.01
EX-10.01
EX-10.02
EX-10.03
EX-10.04
EX-31.01
EX-31.02
EX-32.01
EX-32.02
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION


Item 1.	*Financial Statements*

SYMANTEC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


	July 3,			April 3,
	2009			2009
	(Unaudited)			*
	(In millions)

ASSETS
Current assets:
Cash and cash equivalents	$	2,192		$	1,793
Short-term investments		24			199
Trade accounts receivable, net		619			837
Inventories		24			27
Deferred income taxes		168			163
Other current assets		279			278

Total current assets		3,306			3,297
Property and equipment, net		985			973
Intangible assets, net		1,486			1,639
Goodwill		4,589			4,561
Investment in joint venture		84			97
Long-term deferred income taxes		6			7
Other long-term assets		73			64

Total assets	$	10,529		$	10,638


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	226		$	190
Accrued compensation and benefits		292			374
Current deferred revenue		2,581			2,644
Income taxes payable		19			44
Other current liabilities		274			261

Total current liabilities		3,392			3,513
Convertible senior notes		1,792			1,766
Long-term deferred revenue		392			419
Long-term deferred tax liabilities		190			181
Long-term income taxes payable		573			522
Other long-term liabilities		78			90

Total liabilities		6,417			6,491
Stockholders’ equity:
Common stock		8			8
Additional paid-in capital		9,161			9,289
Accumulated other comprehensive income		194			186
Accumulated deficit		(5,251	)		(5,336	)

Total stockholders’ equity		4,112			4,147

Total liabilities and stockholders’ equity	$	10,529		$	10,638


*		Derived from audited financials, as adjusted for the retrospective adoption of FSP APB No. 14-1. See Notes 1 and 4 for further details.

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

SYMANTEC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended
	July 3,			July 4,
	2009			2008 *
	(Unaudited)
	(In millions, except per share data)

Net revenues:
Content, subscriptions, and maintenance	$	1,209		$	1,291
Licenses		223			359

Total net revenues		1,432			1,650
Cost of revenues:
Content, subscriptions, and maintenance		209			219
Licenses		5			8
Amortization of acquired product rights		98			85

Total cost of revenues		312			312

Gross profit		1,120			1,338
Operating expenses:
Sales and marketing		559			663
Research and development		221			232
General and administrative		89			93
Amortization of other purchased intangible assets		62			55
Restructuring		34			17
Impairment of assets held for sale		3			—

Total operating expenses		968			1,060

Operating income		152			278
Interest income		2			18
Interest expense		(32	)		(33	)
Other income, net		6			—

Income before income taxes and loss from joint venture		128			263
Provision for income taxes		42			85
Loss from joint venture		13			6

Net income	$	73		$	172

Net income per share — basic	$	0.09		$	0.21
Net income per share — diluted	$	0.09		$	0.20
Weighted-average shares outstanding — basic		816			839
Weighted-average shares outstanding — diluted		827			854


*		As adjusted for the retrospective adoption of FSP APB No. 14-1. See Notes 1 and 4 for further details.

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

SYMANTEC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended
	July 3,			July 4,
	2009			2008 *
	(Unaudited)
	(In millions)

*OPERATING ACTIVITIES:*
Net income	$	73		$	172
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		221			200
Amortization of discount on senior convertible notes		25			24
Stock-based compensation expense		49			45
Impairment of assets held for sale		3			—
Deferred income taxes		11			6
Income tax (expense) benefit from the exercise of stock options		(1	)		10
Excess income tax benefit from the exercise of stock options		(3	)		(9	)
Loss from joint venture		13			6
Other		3			6
Net change in assets and liabilities, excluding effects of acquisitions:
Trade accounts receivable, net		229			119
Inventories		4			6
Accounts payable		16			(9	)
Accrued compensation and benefits		(90	)		(91	)
Deferred revenue		(142	)		(70	)
Income taxes payable		(19	)		(31	)
Other assets		(22	)		81
Other liabilities		1			(51	)

Net cash provided by operating activities		371			414
*INVESTING ACTIVITIES:*
Purchase of property and equipment		(54	)		(58	)
Proceeds from sales of property and equipment		2			—
Cash returned from (payments for) business acquisitions, net of cash acquired		3			(166	)
Purchase of equity investment		(16	)		—
Purchases of available-for-sale securities		(2	)		(173	)
Proceeds from sales of available-for-sale securities		183			472

Net cash provided by investing activities		116			75
*FINANCING ACTIVITIES:*
Net proceeds from sales of common stock under employee stock benefit plans		11			75
Excess income tax benefit from the exercise of stock options		3			9
Tax payments related to restricted stock issuance		(18	)		(15	)
Repurchase of common stock		(123	)		(200	)
Repayment of short-term borrowing		—			(200	)
Repayment of other long-term liability		(1	)		(2	)

Net cash used in financing activities		(128	)		(333	)
Effect of exchange rate fluctuations on cash and cash equivalents		40			(1	)

Increase in cash and cash equivalents		399			155
Beginning cash and cash equivalents		1,793			1,890

Ending cash and cash equivalents	$	2,192		$	2,045


*		As adjusted for the retrospective adoption of FSP APB No. 14-1. See Notes 1 and 4 for further details.

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

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


Note 1.	Basis of Presentation

The condensed consolidated financial statements of Symantec Corporation (“we,” “us,” and “our” refer to Symantec Corporation and all of its subsidiaries) as of July 3, 2009 and April 3, 2009, and for the three months ended July 3, 2009 and July 4, 2008, 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 as of April 3, 2009, has been derived from the audited consolidated financial statements as adjusted for the retrospective adoption of Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) APB No. 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) however, 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 April 3, 2009. The results of operations for the three months ended July 3, 2009, are not necessarily indicative of the results to be expected for the entire fiscal year. All significant intercompany accounts and transactions have been eliminated.

We have a 52/53-week fiscal accounting year. Unless otherwise stated, references to three months ended in this report relate to fiscal periods ended July 3, 2009 and July 4, 2008. The three months ended July 3, 2009 consisted of 13 weeks, whereas the three months ended July 4, 2008 consisted of 14 weeks. Our 2010 fiscal year consists of 52 weeks and ends on April 2, 2010.

Significant Accounting Policies

There have been no changes in our significant accounting policies for the three months ended July 3, 2009, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended April 3, 2009.

As of April 4, 2009, we adopted FSP APB No. 14-1. See Note 4 for further details.

Financial Instruments

For certain financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their fair value due to the relatively short maturity of these balances. The following methods were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents. We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are recognized at fair value. As of July 3, 2009, our cash equivalents consisted of $1.3 billion in money market funds, $320 million in bank securities and deposits, and $25 million in government securities. As of April 3, 2009, our cash equivalents consisted of $389 million in money market funds, $474 million in bank securities and deposits, and $479 million in government securities.

Short-Term Investments. We classify short-term investments in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, Accounting for Certain Investments in Debt and Equity Securities. Short-term investments consist of marketable debt or equity securities which are classified as available-for-sale and are recognized at fair value. The determination of fair value is further detailed in Note 2. Our portfolios consist of (1) debt securities which include asset-backed securities, corporate securities and government notes, and (2) marketable equity securities. As of July 3, 2009, our asset-backed securities contractually mature after 10 years and our corporate securities contractually mature within three years. We regularly review our investment portfolio

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

according to FSP FAS 115-1, The Meaning of Other Than Temporary Impairment and Its Application to Certain Investments . We identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is other-than-temporary include: the length of time and extent to which the fair market value has been lower than the cost basis, the financial condition and near-term prospects of the investee, credit quality, likelihood of recovery, and our ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair market value.

Unrealized gains and losses, net of tax, are included in Accumulated other comprehensive income. The amortization of premiums and discounts on the investments, realized gains and losses, and declines in value judged to be other-than-temporary, in accordance with FSP FAS 115-2, Recognition and Presentation of Other Than Temporary Impairments , on available-for-sale debt securities are included in Other income, net. As such, other-than-temporary impairments are determined to be either credit losses or losses due to other factors — credit losses are recognized in our Condensed Consolidated Statements of Operations and other losses are included in Accumulated other comprehensive income. We use the specific-identification method to determine cost in calculating realized gains and losses upon sale of short-term investments.

Equity Investments. We have made an equity investment in a privately held company whose business is complementary to our business. This investment is accounted for under the cost method of accounting, as we hold less than 20% of the voting stock outstanding and do not exert significant influence over this company. The investment is included in Other long-term assets. We assess the recoverability of this investment by reviewing various indicators of impairment and by determining the fair value of this investment by performing a discounted cash flow analysis of estimated future cash flows. If a decline in value is determined to be other-than-temporary, an impairment would be recognized and included in Other income, net.

Derivative Instruments. We transact business in various foreign currencies and have foreign currency risks associated with monetary assets and liabilities denominated in foreign currencies. We utilize foreign currency forward contracts to reduce the risks associated with changes in foreign currency exchange rates. Our forward contracts generally have terms of one to six months. We do not use forward contracts for trading purposes. The gains and losses on the contracts are intended to offset the gains and losses on the underlying transactions. Both the changes in fair value of outstanding forward contracts and realized foreign exchange gains and losses are included in Other income, net. Contract fair values are determined based on quoted prices for similar assets or liabilities in active markets using inputs such as LIBOR, currency rates, forward points, and commonly quoted credit risk data. For each fiscal period presented in this report, outstanding derivative contracts and the related gains or losses were not material.

Convertible Senior Notes, Note Hedges and Revolving Credit Facility. Our convertible senior notes are recorded at cost based upon par value at issuance less a discount for the estimated value of the equity component of the notes, which is amortized through maturity as additional non-cash interest expense. See Note 4 for further details. Debt issuance costs were recorded in Other long-term assets and are being amortized to Interest expense using the effective interest method over five years for the 0.75% Notes and seven years for the 1.00% Notes. In conjunction with the issuance of the notes, we obtained hedges which would provide us with the option to purchase additional common shares at a fixed price from the note holders after conversion. The cost incurred in connection with the note hedge transactions, net of the related tax benefit and the proceeds from the sale of warrants, was included as a net reduction in Additional paid-in capital. Borrowings under our $1 billion senior unsecured revolving credit facility are recognized at cost plus accrued interest based upon stated interest rates.

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property and Equipment

Property and equipment consisted of the following:


	As of
	July 3,			April 3,
	2009			2009
	(In millions)

Computer hardware and software	$	1,075		$	1,041
Office furniture and equipment		206			201
Buildings		484			483
Leasehold improvements		270			247

		2,035			1,972
Less: accumulated depreciation and amortization		(1,129	)		(1,077	)

		906			895
Land		79			78

Property and equipment, net	$	985		$	973

Comprehensive Income

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


	Three Months Ended
	July 3,		July 4,
	2009		2008
	(In millions)

Net income	$	73	$	172
Other comprehensive income:
Reclassification adjustments		—		(4	)
Change in cumulative translation adjustment		5		3
Change in unrealized gain on available-for-sale securities, net of tax		3		—

Total changes in comprehensive income		8		(1	)

Comprehensive income	$	81	$	171

Assets Held for Sale

As part of our ongoing review of our real estate holdings, we determined that certain properties were underutilized. As a result, we have committed to sell properties with a total estimated fair value less cost to sell of approximately $56 million included in Other current assets and no associated liabilities. We expect the sale of the properties to be completed no later than the third quarter of fiscal 2010. SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , 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.

Subsequent Events Evaluation

Management has reviewed and evaluated material subsequent events from the balance sheet date of July 3, 2009 through the financial statements issue date of August 5, 2009. All appropriate subsequent event disclosures, if any, have been made in these Notes to Condensed Consolidated Financial Statements.

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Recently Issued Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 , which approved the FASB Accounting Standards Codification (“Codification”) as the single source of authoritative United States accounting and reporting standards for all non-governmental entities, except for guidance issued by the SEC. The Codification, which changes the referencing of financial standards, is effective for interim or annual financial periods ending after September 15, 2009. Therefore, beginning with our second quarter of fiscal 2010, all references made to generally accepted accounting principles in the United States (“U.S. GAAP”) will use the new Codification numbering system prescribed by the FASB. As the Codification is not intended to change or alter existing U.S. GAAP, it is not expected to have any impact on our consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) , which amends the consolidation guidance applicable to variable interest entities (“VIEs”). The scope within the guidance now includes qualifying special-purpose entities. The standard provides revised guidance on (1) determining the primary beneficiary of the VIE, (2) how power is shared, (3) consideration for kick-out, participating and protective rights, (4) reconsideration of the primary beneficiary, (5) reconsideration of a VIE, (6) fees paid to decision makers or service providers, and (7) presentation requirements. The statement is effective as of the first quarter of our fiscal 2011, and early adoption is prohibited. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

As of April 4, 2009, we adopted SFAS No. 157, Fair Value Measurements , for all non-financial assets and non-financial liabilities measured at fair value on a non-recurring basis. We also adopted FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments , which provides guidance on determining other-than-temporary impairments for debt securities, and SFAS No. 165, Subsequent Events . These adoptions did not have a material impact on our consolidated financial statements.


Note 2.	Fair Value Measurements

We measure assets and liabilities at fair value based upon 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. SFAS No. 157 (as impacted by FSP Nos. 157-1, 157-2, 157-3, and 157-4) 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: Inputs 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.

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Assets Measured and Recorded at Fair Value on a Recurring Basis

The following table summarizes our assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy:


	As of July 3, 2009								As of April 3, 2009
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(In millions)

Cash equivalents:
Money market funds	$	1,312	$	—	$	—	$	1,312	$	389	$	—	$	—	$	389
Bank securities and deposits		—		320		—		320		—		474		—		474
Government securities		—		25		—		25		—		479		—		479

Cash equivalents total:		1,312		345		—		1,657		389		953		—		1,342
Short-term investments:
Asset-backed securities		—		10		—		10		—		13		—		13
Corporate securities		—		8		—		8		—		8		—		8
Government securities		—		—		—		—		—		175		—		175
Marketable equity securities		6		—		—		6		3		—		—		3

Short-term investments total:		6		18		—		24		3		196		—		199

Total	$	1,318	$	363	$	—	$	1,681	$	392	$	1,149	$	—	$	1,541

Level 2 fixed income available-for-sale securities are priced using quoted market prices for similar instruments, nonbinding market prices that are corroborated by observable market data, or discounted cash flow techniques.

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The following table summarizes our financial assets measured at fair value on a non-recurring basis, by level within the fair value hierarchy:


	July 3,								Total
	2009		Level 1		Level 2		Level 3		Loss
	(In millions)

Assets held for sale	$	56		—	$	56		—	$	3

Assets held for sale were written down during the three months ended July 3, 2009 to reflect fair value less estimated costs to sell. The fair value measurement was based upon recent offers made by third parties to purchase the properties.

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Note 3.	Investments

Short-term investments

The following summarizes our available-for-sale investments:


	July 3, 2009									April 3, 2009
	Amortized		Unrealized		Unrealized			Estimated		Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value		Cost		Gains		Losses			Fair Value
	(In millions)

Asset-backed securities	$	12	$	—	$	(2	)	$	10	$	15	$	—	$	(2	)	$	13
Corporate securities		8		—		—			8		8		—		—			8
Government securities		—		—		—			—		175		—		—			175
Marketable equity securities		2		4		—			6		2		1		—			3

Total	$	22	$	4	$	(2	)	$	24	$	200	$	1	$	(2	)	$	199

The following table provides the gross unrealized losses and the fair market value of our investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of the following periods ended:


	July 3, 2009												April 3, 2009
	Less than 12 Months				12 Months or Greater				Total				Less than 12 Months				12 Months or Greater				Total
	Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value
											(In millions)

Asset-backed securities	$	—	$	—	$	2	$	10	$	2	$	10	$	—	$	—	$	2	$	13	$	2	$	13

Proceeds from sales of available-for-sale securities were $183 million primarily from the sales of government securities and $472 million primarily from the sales of asset-backed securities for the three months ended July 3, 2009 and July 4, 2008, respectively. Gross realized losses on these sales were not material for the same periods.

Equity investments

As of July 3, 2009 and April 3, 2009, we held equity investments in privately-held companies of $17 million and $3 million, respectively. For both the three months ended July 3, 2009 and July 4, 2008, other-than-temporary losses related to these investments were not material.


Note 4.	Accounting for Convertible Debt Instruments

As of April 4, 2009, we adopted FSP APB No. 14-1, which requires issuers of certain types of convertible notes to separately account for the liability and equity components of such convertible notes in a manner that reflects the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB No. 14-1 applies to the 0.75% Convertible Senior Notes due June 15, 2011 and the 1.00% Convertible Senior Notes due June 15, 2013, collectively referred to as the Senior Notes. Prior to the adoption of FSP APB No. 14-1, the liability of the Senior Notes was carried at its principal value and only the contractual interest expense was recognized in our Condensed Consolidated Statements of Operations. Because FSP APB No. 14-1 requires retrospective adoption, we were required to adjust all periods for which the Senior Notes were outstanding before the date of adoption.

Upon adoption of FSP APB No. 14-1 and effective as of the issuance date of the Senior Notes, we recorded $586 million of the principal amount to equity, representing the debt discount for the difference between our estimated nonconvertible debt borrowing rate of 6.78% at the time of issuance and the coupon rate of the Senior

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Notes. This debt discount, recorded in additional paid-in capital, is amortized as additional non-cash interest expense over the contractual terms of the Senior Notes using the effective interest method. In addition, we allocated $9 million of the issuance costs to the equity component of the Senior Notes and the remaining $24 million of the issuance costs to the debt component of the Senior Notes. The issuance costs were allocated pro rata based on the relative carrying amounts of the debt and equity components. The $24 million of debt issuance costs allocated to the debt component is amortized as interest expense over the respective contractual terms of the Senior Notes using the effective interest method. Each $1,000 of principal of the Senior Notes will initially be convertible into 52.2951 shares of Symantec common stock, which is the equivalent of $19.12 per share, subject to adjustment upon the occurrence of specified events. As of July 3, 2009, the remaining weighted average amortization period of the discount and debt issuance costs is approximately 3 years and the if-converted value of the Senior Notes does not exceed the principal amount of the Senior Notes.

The following table presents information regarding the equity and liability components of the Senior Notes:


	As of
	July 3,			April 3,
	2009			2009
				As Adjusted
	(In millions)

Equity component of Senior Notes	$	586		$	586

Principal amount of Senior Notes	$	2,100		$	2,100
Unamortized discount of Senior Notes		(308	)		(334	)

Liability component of Senior Notes	$	1,792		$	1,766

The effective interest rate, contractual interest expense and amortization of debt discount for the Senior Notes for the three months ended July 3, 2009 and July 4, 2008 were as follows:


	Three Months Ended
	July 3,			July 4,
	2009			2008
				As Adjusted
	($ In millions)

Effective interest rate		6.78	%		6.78	%
Interest expense — contractual	$	5		$	5
Interest expense — amortization of debt discount	$	25		$	24

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Retrospective Adoption

The retrospective adoption of FSP APB No. 14-1 resulted in the following adjustments to our Condensed Consolidated Balance Sheet as of April 3, 2009:


	As of April 3, 2009
	As Previously						As
	Reported			Adjustments			Adjusted
	(In millions)

Current assets	$	3,301		$	(4	) ⁽¹⁾	$	3,297
Property and equipment, net		973						973
Intangible assets, net		1,639						1,639
Goodwill		4,561						4,561
Investment in joint venture		97						97
Long-term deferred income taxes		7						7
Other long-term assets		68			(4	) ⁽²⁾		64

Total assets	$	10,646		$	(8	)	$	10,638

Current liabilities	$	3,513		$	—		$	3,513
Convertible senior notes		2,100			(334	) ⁽³⁾		1,766
Long-term deferred revenue		419						419
Long-term deferred tax liabilities		54			127	⁽⁴⁾		181
Long-term income taxes payable		522						522
Other long-term liabilities		90						90

Total liabilities		6,698			(207	)		6,491

Common stock		8			—			8
Additional paid-in capital		8,941			348	⁽⁵⁾		9,289
Accumulated other comprehensive income		186						186
Accumulated deficit		(5,187	)		(149	) ⁽⁶⁾		(5,336	)

Total stockholders’ equity		3,948			199			4,147

Total liabilities and stockholders’ equity	$	10,646		$	(8	)	$	10,638

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The retrospective adoption of FSP APB No. 14-1 resulted in the following adjustments to our Condensed Consolidated Statement of Operations for the three months ended July 4, 2008:


	Three Months Ended July 4, 2008
	As Previously						As
	Reported			Adjustments			Adjusted
	(In millions, except per share amounts)

Total net revenues	$	1,650		$	—		$	1,650
Costs and expenses		1,372			—			1,372

Operating income		278			—			278

Interest income		18			—			18
Interest expense		(10	)		(23	) ⁽⁷⁾		(33	)

Income before income taxes and loss from joint venture		286			(23	)		263
Provision for income taxes		94			(9	) ⁽⁸⁾		85
Loss from joint venture		6			—			6

Net income	$	186		$	(14	)	$	172

Net income per share — basic	$	0.22		$	(0.01	)	$	0.21
Net income per share — diluted	$	0.22		$	(0.02	)	$	0.20


⁽¹⁾		This amount represents the cumulative adjustments to the current portion of the debt issuance costs associated with the Senior Notes.

⁽²⁾		This amount represents the cumulative adjustments to the long-term portion of the debt issuance costs associated with the Senior Notes.

⁽³⁾		This amount represents the remaining unamortized debt discount on the Senior Notes.

⁽⁴⁾		This amount represents the long-term deferred income tax impact of the reduction in the book basis, with no corresponding reduction in the tax basis, of the Senior Notes.

⁽⁵⁾		This amount represents the equity component of the Senior Notes, net of tax adjustments to the tax benefit of call options, due to the amortization of the debt discount.

⁽⁶⁾		This amount represents the cumulative Net income impact of the amortization of the debt discount, recognized as additional non-cash interest expense, and the associated tax adjustments since inception of the Senior Notes.

⁽⁷⁾		This amount represents the amortization of the debt discount, recognized as additional non-cash interest expense, net of the decrease in interest expense associated with the debt issuance costs.

⁽⁸⁾		This amount represents the tax effect of the amortization of the debt discount and debt issuance costs.

The retrospective adoption of FSP APB No. 14-1 does not affect our balance of Cash and cash equivalents and as a result did not change Net cash flows from operating, investing or financing activities in our Condensed Consolidated Statement of Cash Flows for the three months ended July 4, 2008.

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The retrospective adoption of FSP APB No. 14-1 resulted in the following adjustments to our Condensed Consolidated Statements of Stockholders’ Equity:


	Additional			Accumulated
	Paid-In			(Deficit)
	Capital			Earnings
	(In millions)

Balances, March 30, 2007, as reported	$	10,061		$	1,348
Equity component of Senior Notes, net of taxes		357			—
Equity component of debt issuance costs		(9	)		—
Amoritzation of debt discount		—			(64	)
Amortization of debt issuance costs, net of reversal of previously recorded amortization of debt issuance costs		—			1
Tax adjustments		—			25

Balances, March 30, 2007, as adjusted		10,409			1,310
Fiscal 2008 equity activity, as reported		(922	)		317
Amortization of debt discount		—			(91	)
Amortization of debt issuance costs, net of reversal of previously recorded amortization of debt issuance costs		—			2
Tax adjustments		—			36

Balances, March 28, 2008, as adjusted		9,487			1,574
Fiscal 2009 equity activity, as reported		(198	)		(6,853	)
Amortization of debt discount		—			(97	)
Amortization of debt issuance costs, net of reversal of previously recorded amortization of debt issuance costs		—			2
Tax adjustments		—			38

Balances, April 3, 2009, as adjusted	$	9,289		$	(5,336	)

Upon adoption of FSP APB No. 14-1 and effective as of the issuance date of the Senior Notes, we recorded, as adjustments to additional paid-in capital, deferred taxes for the differences between the carrying value and tax basis that resulted from allocating $586 million of the principal amount of the Senior Notes and $9 million of the associated issuance costs to equity. In subsequent periods, we recorded adjustments to deferred taxes to reflect the tax effect of the amortization of the debt discount and debt issuance costs.


Note 5.	Goodwill and Intangible Assets

Goodwill

We account for goodwill in accordance with SFAS No. 142, Goodwill and Other Intangible Assets . As such, we allocate goodwill to our reporting units, which are the same as our operating segments. Goodwill is allocated by operating segment as follows:


			Security and		Storage and Server
	Consumer		Compliance		Management		Services			Total
					(In millions)

Balance as of April 3, 2009	$	356	$	1,355	$	2,457	$	393		$	4,561
Operating segment reclassification ⁽¹⁾		—		103		2		(105	)		—
Goodwill adjustments ⁽²⁾		7		11		—		10			28

Balance as of July 3, 2009	$	363	$	1,469	$	2,459	$	298		$	4,589

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(1)		During the first quarter of fiscal 2010, we modified our segment reporting structure to more readily match our operating structure. Refer to Note 9 for further discussion on segment information.

(2)		Adjustments made to goodwill reflect the finalization of purchase price and tax adjustments related to prior acquisitions.

We apply a fair value based impairment test to the net book value of goodwill and indefinite-lived intangible assets on an annual basis on the first day of the fourth quarter of each fiscal year or earlier if indicators of impairment exist. As of July 3, 2009, no indicators of impairment were identified.

Intangible assets, net


	July 3, 2009
	Gross							Weighted-Average
	Carrying		Accumulated			Net Carrying		Remaining
	Amount		Amortization			Amount		Useful Life
	(In millions)

Customer relationships	$	1,832	$	(804	)	$	1,028		4 years
Developed technology		1,777		(1,473	)		304		1 year
Definite-lived tradenames		130		(58	)		72		5 years
Patents		76		(48	)		28		4 years
Indefinite-lived tradenames		54		—			54		Indefinite

Total	$	3,869	$	(2,383	)	$	1,486		3 years


	April 3, 2009
	Gross							Weighted-Average
	Carrying		Accumulated			Net Carrying		Remaining
	Amount		Amortization			Amount		Useful Life
	(In millions)

Customer relationships	$	1,830	$	(745	)	$	1,085		5 years
Developed technology		1,785		(1,390	)		395		1 year
Definite-lived tradenames		130		(54	)		76		6 years
Patents		76		(46	)		30		4 years
Indefinite-lived tradenames		53		—			53		Indefinite

Total	$	3,874	$	(2,235	)	$	1,639		3 years

During the three months ended July 3, 2009 and July 4, 2008, total amortization expense for intangible assets was $160 million and $140 million, respectively.

Total amortization expense for intangible assets which have definite lives, based upon our existing intangible assets and their current estimated useful lives as of July 3, 2009, is estimated to be as follows (in millions) :


Remainder of fiscal 2010	$	320
2011		337
2012		294
2013		262
2014		118
Thereafter		101

Total	$	1,432

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Note 6.	Restructuring

Our restructuring costs and liabilities consist of severance, benefits, facilities and other costs in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, and SFAS No. 112 , Employers’ Accounting for Postemployment Benefits . Severance and benefits generally include severance, stay-put or one-time bonuses, outplacement services, health insurance coverage, effects of foreign currency exchange and legal costs. Facilities’ costs generally include rent expense, less expected sublease income and lease termination costs. Other costs generally include relocation, asset abandonment costs, the effects of foreign currency exchange and consulting services. Also included in Restructuring in our Condensed Consolidated Statements of Operations are transition and transformation fees, consulting charges, and other costs related to the outsourcing of back office functions. Restructuring expenses generally do not impact a particular reporting segment and are included in the “Other” reporting segment.

Charges for restructuring costs were $23 million and $14 million for the three months ended July 3, 2009 and July 4, 2008, respectively. Transition, transformation, and related other costs were $11 million and $3 million for the three months ended July 3, 2009 and July 4, 2008, respectively. Restructuring charges related to the years prior to the 2008 Plan are substantially complete, and total remaining costs are not expected to be material. Transition and transformation related activities are expected to be substantially complete at the end of fiscal 2010. Total remaining costs for these activities are estimated to be approximately $30 million.

2009 Restructuring Plan (“2009 Plan”)

In the third quarter of fiscal 2009, management approved and initiated the following restructuring events to:


	•	Reduce operating costs through a worldwide headcount reduction. Charges related to this action are for severance and benefits. These actions were initiated in the third quarter of fiscal 2009 and are expected to be substantially completed in fiscal 2010. Total remaining costs for relocation are not expected to be material.

	•	Consolidate facilities. In an ongoing effort to consolidate facilities, we decided to move our corporate headquarters to Mountain View, California. Charges related to this action will primarily be associated with moving costs. These actions have been initiated and costs are expected to be substantially completed in fiscal 2010 but are not expected to be material.

2008 Restructuring Plan (“2008 Plan”)

In the third quarter of fiscal 2008, management approved and initiated the following restructuring events to:


	•	Reduce operating costs through a worldwide headcount reduction . This action was initiated in the third quarter of fiscal 2008 and was substantially completed in the fourth quarter of fiscal 2008. Charges related to this action are for severance and benefits. Total remaining costs are not expected to be material.

	•	Reduce operating costs, implement management structure changes, optimize the business structure and discontinue certain products. Charges related to these actions are for severance and benefits. These actions were initiated in the third quarter of fiscal 2008 and are expected to be completed in fiscal 2010. Total remaining costs for this component are estimated to range from $10 million to $15 million.

	•	Outsource certain back office functions worldwide. Charges related to these actions are primarily for severance and benefits. These actions were initiated in the beginning of fiscal 2009 and are expected to be substantially completed in fiscal 2010. Total remaining costs for severance and benefits are expected to range from $10 million to $35 million.

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Acquisition-Related Restructuring Plans

As a result of business acquisitions, management may deem certain job functions to be redundant and facilities to be in excess either at the time of acquisition or for a period of time after the acquisition in conjunction with our integration efforts. For acquisitions made prior to fiscal 2010, such restructuring-related costs have generally been adjusted to goodwill to reflect changes in the purchase price of the respective acquisition. With the adoption of SFAS No. 141(R) Business Combinations, revised , restructuring charges related to our business acquisitions occurring beginning in fiscal 2010 will be expensed in our Condensed Consolidated Statements of Operations. As of July 3, 2009, acquisition-related restructuring liabilities, primarily related to excess facility obligations at several locations around the world, are expected to be paid between fiscal 2010 and fiscal 2016 when their respective lease terms end.

Restructuring Summary


	Restructuring Liability
			Costs,							Cumulative
	April 3,		Net of		Cash			July 3,		Incurred to
	2009		Adjustments ⁽¹⁾		Payments			2009		Date
	(In millions)

2009 Restructuring Plan:
Severance	$	3	$	—	$	(2	)	$	1	$	40
2008 Restructuring Plan:
Severance		7		18		(17	)		8		83
Acquisition Restructuring Plans:
Severance		1		—		—			1		119
Facilities		16		5		(3	)		18		51

Total	$	27	$	23	$	(22	)	$	28

Transition, transformation and other costs:				11							32

Total Restructuring Charges:			$	34

Balance Sheet:
Other current liabilities	$	21						$	19
Other long-term liabilities		6							9

	$	27						$	28


(1)		Total net adjustments or reversals were not material for the first three months of fiscal 2010.


Note 7.	Litigation

For a discussion of our pending tax litigation with the Internal Revenue Service relating to the 2000 and 2001 tax years of Veritas, see Note 11.

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,

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 April 2008, the parties filed a stipulation of settlement. On July 31, 2008, the Court held a final approval hearing and, on August 5, 2008, the Court entered an order approving the settlement. An objector to the fees portion of the settlement has lodged an appeal. In fiscal 2008, we recorded an accrual in the amount of $21.5 million for this matter and, pursuant to the terms of the settlement, we established a settlement fund of $21.5 million on May 1, 2008.

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.


Note 8.	Stock Repurchases

The following table presents a summary of our stock repurchases:


	Three Months Ended
	July 3, 2009
	(In millions, except per share data)

Total number of shares repurchased		8
Dollar amount of shares repurchased	$	123
Average price paid per share	$	15.59
Range of price paid per share	$	14.14 to $16.81

We have had stock repurchase programs in the past. Our most recent program was authorized by our Board of Directors on June 14, 2007 to repurchase up to $2 billion of our common stock. This program does not have an expiration date, and as of July 3, 2009, $177 million remained authorized for future repurchases.


Note 9.	Segment Information

During the first quarter of fiscal 2010, we modified our segment reporting structure to more readily match our operating structure. The following modifications were made to our segment reporting structure: (i) Enterprise Vault products moved to the Storage and Server Management segment from the Security and Compliance segment; and (ii) Software-as-a-Service (“SaaS”) offerings moved to either the Security and Compliance segment or the Storage and Server Management segment from the Services segment, based on the nature of the service delivered. There were no changes to the Consumer or Other segments. The new reporting structure more directly aligns the operating segments with our markets and customers, and we believe it will establish more direct lines of reporting responsibilities, speed decision making, and enhance the ability to pursue product integration and strategic growth opportunities. Data shown from the prior periods has been reclassified to match the current reporting structure. As of July 3, 2009, our five operating segments are:


	•	Consumer. Our Consumer segment focuses on delivering our Internet security, PC tuneup, and backup products to individual users and home offices.

	•	Security and Compliance. Our Security and Compliance segment focuses on providing large, medium, and small-sized businesses with solutions for endpoint security and management, compliance, messaging management, and data loss prevention solutions that allow our customers to secure, provision, and remotely access their laptops, PCs, mobile devices, and servers, as well as services delivered through our SaaS offering.

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	•	Storage and Server Management. Our Storage and Server Management segment focuses on providing enterprise and large enterprise customers with storage and server management, backup, archiving, and data protection solutions across heterogeneous storage and server platforms, as well as services delivered through our SaaS offerings.

	•	Services. Our Services segment provides customers with leading IT risk management services and solutions to manage security, availability, performance and compliance risks across multi-vendor environments. Our services include consulting, business critical, education, and managed security services.

	•	Other. Our Other segment is comprised of sunset products and products nearing the end of their life cycle. It also includes general and administrative expenses; amortization of acquired product rights, other intangible assets, and other assets; goodwill impairment charges; charges such as stock-based compensation and restructuring; and certain indirect costs that are not charged to the other operating segments.

Our reportable segments are the same as our operating segments. The accounting policies of the segments are described in our Annual Report on Form 10-K for the fiscal year ended April 3, 2009. 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 miscellaneous other 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.

Segment information

The following table presents a summary of our operating segments:


							Storage and
				Security and			Server									Total
	Consumer			Compliance			Management			Services			Other			Company
	($ in millions)

Three months ended July 3, 2009:
Net revenues	$	447		$	336		$	553		$	96		$	—		$	1,432
Percentage of total net revenues		31	%		23	%		39	%		7	%		0	%		100	%
Operating income (loss)		223			78			261			5			(415	)		152
Operating margin of segment		50	%		23	%		47	%		5	%		*
Three months ended July 4, 2008:
Net revenues	$	472		$	393		$	665		$	120		$	—		$	1,650
Percentage of total net revenues		29	%		24	%		40	%		7	%		0	%		100	%
Operating income (loss)		275			117			263			4			(381	)		278
Operating margin of segment		58	%		30	%		40	%		3	%		*


*		Percentage not meaningful

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Note 10.	Stock-based Compensation

The following table sets forth the total stock-based compensation expense recognized in our Condensed Consolidated Statements of Operations for the three months ended July 3, 2009 and July 4, 2008:


	Three Months Ended
	July 3,		July 4,
	2009		2008
	(In millions, except per share data)

Cost of revenues — Content, subscriptions, and maintenance	$	4	$	3
Cost of revenues — Licenses		1		1
Sales and marketing		18		19
Research and development		17		13
General and administrative		9		9

Total stock-based compensation expense		49		45
Tax benefit associated with stock-based compensation expense		13		12

Net effect of stock-based compensation expense on operations	$	36	$	33

Net effect of stock-based compensation expense on earnings per share — basic	$	0.04	$	0.04

Net effect of stock-based compensation expense on earnings per share — diluted	$	0.04	$	0.04

As of July 3, 2009, total unrecognized compensation expense adjusted for estimated forfeitures related to unvested stock options and Restricted Stock Units (“RSUs”), was $80 million and $132 million, respectively, which is expected to be recognized over the remaining weighted-average vesting periods of 2 years for stock options and 3 years for RSUs.

The weighted-average fair value per stock option granted during the three months ended July 3, 2009 and July 4, 2008 was $5.16 and $5.23, respectively. The total intrinsic value of options exercised during the three months ended July 3, 2009 and July 4, 2008, including assumed options, was $15 million and $52 million, respectively.

The weighted-average fair value per RSUs granted during the three months ended July 3, 2009 and July 4, 2008 was $15.38 and $19.94, respectively. The fair value of RSUs granted for the three months ended July 3, 2009 and July 4, 2008, was $145 million and $171 million, respectively. The total fair value of RSUs that vested during the three months ended July 3, 2009 and July 4, 2008, including assumed RSUs, was $63 million and $49 million, respectively.

During the three months ended July 3, 2009, we granted 93,992 Restricted Stock Awards (“RSAs”) to members of our board of directors. Each RSA had a fair value of $15.32 and vested immediately upon grant. As a result, we recorded $1 million of stock-based compensation expense for these RSAs during the three months ended July 3, 2009.


Note 11.	Income Taxes

The effective tax rate was approximately 33% and 32% for the three months ended July 3, 2009 and July 4, 2008, respectively. The effective tax rates for both periods reflect the benefits of lower-taxed foreign earnings, domestic manufacturing tax incentives, and research and development credits, offset by state income taxes and non-deductible stock-based compensation. As discussed further below, the tax expense for the three months ended July 3, 2009 includes a $7 million tax expense related to the U.S. tax treatment of certain stock based compensation. For the three months ended July 4, 2008, we recorded a $5 million tax benefit related to a favorable Irish settlement. The effective tax rate for the three months ended July 3, 2009 is otherwise lower than in the three months ended July 4, 2008 primarily due to higher benefits from lower-taxed foreign earnings.

SYMANTEC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On May 27, 2009, the U.S. Court of Appeals for the Ninth Circuit overturned a 2005 U.S. Tax Court ruling in Xilinx, Inc. v. Commissioner, holding that stock-based compensation related to research and development (“R&D”) must be shared by the participants of a R&D cost sharing arrangement. The Ninth Circuit held that related parties to such an arrangement must share stock option costs, notwithstanding the U.S. Tax Court’s finding that unrelated parties in such an arrangement would not share such costs. We have a similar R&D cost sharing arrangement in place. The Ninth Circuit’s reversal of the U.S. Tax Court’s decision changes our estimate of stock option related tax benefits previously recognized under Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 . As a result of the Ninth Circuit’s ruling, we increased our liability for unrecognized tax benefits, recording a tax expense of approximately $7 million and a reduction of additional paid-in capital of approximately $30 million in the three months ended July 3, 2009.

On March 29, 2006, we received a Notice of Deficiency from the IRS claiming that we owe $867 million of additional taxes, excluding interest and penalties, for the 2000 and 2001 tax years based on an audit of Veritas. On June 26, 2006, we filed a petition with the U.S. Tax Court protesting the IRS claim for such additional taxes. In the March 2007 quarter, we 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 agreed to waive the assessment of penalties. During July 2008, we completed the trial phase of the Tax Court case, which dealt with the remaining issue covered in the assessment. At trial, the IRS changed its position with respect to this remaining issue, which decreased the remaining amount at issue from $832 million to $545 million, excluding interest. We filed our post-trial briefs in October 2008 and rebuttal briefs in November 2008 with the U.S. Tax Court. There have been no further developments in this case in the June 2009 quarter, as we continue to await the decision of the U.S. Tax Court.

We continue to monitor the progress of ongoing 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 that there is a reasonable possibility of any significant change to our total unrecognized tax benefits within the next twelve months.


Note 12.	Earnings Per Share

The components of earnings per share are as follows:


	Three Months Ended
	July 3,		July 4,
	2009		2008
	(In millions, except per share data)

Net income per share — basic:
Net income	$	73	$	172

Net income per share — basic	$	0.09	$	0.21
Weighted average outstanding common shares		816		839
Net income per share — diluted:
Net income	$	73	$	172

Net income per share — diluted	$	0.09	$	0.20
Weighted-average outstanding common shares		816		839
Shares issuable from assumed exercise of options		8		13
Dilutive impact of restricted stock and restricted stock units		3		1
Dilutive impact of assumed conversion of Senior Notes		—		1

Total weighted-average shares outstanding — diluted		827		854

We excluded 56 million and 55 million weighted-average stock options for the three months ended July 3, 2009 and July 4, 2008, respectively, because their effect would have been anti-dilutive. The effect of the warrants issued and options purchased in connection with the convertible senior notes were also excluded for the reasons discussed in Note 8 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended April 3, 2009.


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, or the Securities Act, and 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 April 3, 2009. We encourage you to read that section carefully.

Fiscal Calendar

OVERVIEW

Our Business

Symantec is a global leader in providing security, storage and systems management solutions to help businesses and consumers secure and manage their information. We provide customers worldwide with software and services that protect, manage and control information risks related to security, data protection, storage, compliance, and systems management. We help our customers manage cost, complexity and compliance by protecting their IT infrastructure as they seek to maximize value from their IT investments.

Our Operating Segments

Our operating segments are significant strategic business units that offer different products and services, distinguished by customer needs. Since the March 2008 quarter, we have operated in five operating segments: Consumer, Security and Compliance, Storage and Server Management, Services, and Other. During the June 2009 quarter, we changed our reporting segments to better align to our operating structure, resulting in the Enterprise Vault products that were formerly included in the Security and Compliance segment being moved to the Storage and Server Management segment. Also, Software as a Service (“SaaS”) offerings moved to either the Security and Compliance segment or the Storage and Server Management segment from the Services segment, based on the nature of the service delivered. Fiscal year 2009 Enterprise Vault revenue of $197 million and fiscal year 2009 SaaS revenue of $51 million was moved. The predominant amount of SaaS revenue went to the Security and Compliance segment. We revised the segment information for the prior year to conform to the new presentation. For further descriptions of our operating segments, see Note 9 of the Notes to Condensed Consolidated Financial Statements in this quarterly report. Our reportable segments are the same as our operating segments.

Financial Results and Trends

Revenue decreased for the three months ended July 3, 2009 as compared to the same period last year. Revenue declined across all of our segments and geographical regions for the three months ended July 3, 2009. The global economic slowdown led to customers purchasing smaller volumes of our products, particularly in the Storage and

Server Management segment. If the challenging economic conditions affecting global markets continue or deteriorate further, we may continue to experience slower or negative revenue growth and our business and operating results might suffer. In light of these economic conditions, we will continue to align our cost structure with our revenue expectations.

Fluctuations in the U.S. dollar compared to foreign currencies negatively impacted our international revenue by approximately $75 million during the three months ended July 3, 2009 as compared to the same period last year. We are unable to predict the extent to which revenues in future periods will be impacted by changes in foreign currency exchange rates. If our level of international sales and expenses increase in the future, changes in foreign exchange rates may have a potentially greater impact on our revenues and operating results.

As discussed above under “Fiscal Calendar,” the three months ended July 4, 2008 consisted of 14 weeks, whereas the three months ended July 3, 2009 consisted of 13 weeks. The 14 ^th week contributed additional revenue to the July 4, 2008 quarter when compared to the July 3, 2009 quarter.

Our net income was $73 million for the three months ended July 3, 2009 as compared to our net income of $172 million for the three months ended July 4, 2008. The lower net income for the first quarter of fiscal 2010 as compared to the same period last year was primarily due to the decrease in revenues, the inclusion of the 14 ^th week in the July 4, 2008 period and fluctuations in the U.S. dollar compared to foreign currencies, partially offset by our ongoing cost and expense discipline.

Critical Accounting Estimates

There have been no changes in the matters for which we make critical accounting estimates in the preparation of our consolidated financial statements during the three months ended July 3, 2009, 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, 2009. While there have been no such changes, we have revised our description of the critical accounting estimates made in the valuation of goodwill, intangible assets and long-lived assets, as provided below.

Valuation of goodwill, intangible assets and long-lived assets

When we acquire businesses, we allocate the purchase price to tangible assets and liabilities and identifiable intangible assets acquired. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are based on historical experience and information obtained from the management of the acquired companies. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the acquisition could be allocated to the acquired assets differently from the allocation that we have made. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates, and if such events occur we may be required to record a charge against the value ascribed to an acquired asset.

Goodwill. We review goodwill for impairment on an annual basis on the first day of the fourth quarter of each fiscal year, and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable in accordance with SFAS No. 142, Goodwill and Other Intangible Assets . The provisions of SFAS No. 142 require that a two-step impairment test be performed on goodwill. In the first step, we compare the estimated fair value of each reporting unit to its allocated carrying value (book value). If the carrying value of the reporting unit exceeds the fair value of the equity assigned to that unit, there is an indicator of impairment and we must perform the second step of the impairment test. This second step involves determining the implied fair value of that reporting unit’s goodwill in a manner similar to the purchase price allocation for an acquired business. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then we would record an impairment loss equal to the excess.

Our reporting units are identified in accordance with SFAS No. 142 and are consistent with our operating segments.

As the first step in our annual goodwill impairment analysis, we assess the value of the long-lived assets in each reporting unit, which include tangible and intangible assets recorded in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets and SFAS No. 86, Accounting for the Costs of Software to Be Sold, Leased of Otherwise Marketed . We then compare this estimated fair value with the carrying value of the reporting unit’s assets.

The process of estimating the fair value of our reporting units requires significant judgment at many points during the analysis. Many assets and liabilities, such as accounts receivable and property and equipment, are not specifically allocated to an individual reporting unit. In determining the carrying value of the reporting units, we apply judgment to allocate the assets and liabilities, and this allocation affects the carrying value of the respective reporting units. Similarly, we use judgment to allocate goodwill to the reporting units based on relative fair values. The use of relative fair values has been necessary for certain reporting units due to changes in our operating structure in prior years.

To determine a reporting units’ fair value, we use the income approach under which we calculate the fair value of each reporting unit based on the estimated discounted future cash flows of that unit. We evaluate the reasonableness of this approach with the market approach, which involves a review of the carrying value of our assets relative to our market capitalization and to the valuation of publicly traded companies operating in the same or similar lines of business.

Applying the income approach requires that we make a number of important estimates and assumptions. We estimate the future cash flows of each reporting unit based on historical and forecasted revenues and operating costs. This, in turn, involves further estimates, such as estimates of future growth rates and foreign exchange rates. In addition, we apply a discount rate to the estimated future cash flows for the purpose of the valuation. This discount rate is based on the estimated weighted-average cost of capital for each reporting unit and may change from year to year. For example, in our valuation process in the fourth quarter of fiscal 2009 we used a higher discount rate than in the prior year due to increased risk associated with the declining global economic conditions. Changes in these key estimates and assumptions, or in other assumptions used in this process, could materially affect our impairment analysis for a given year.

As of April 3, 2009, the last day of fiscal 2009, our goodwill balance was $4.6 billion. Based on the impairment analysis performed on January 3, 2009, we determined that the fair value of each of our reporting units exceeded the carrying value of the unit by not less than 20% of the carrying value. While discount rates are only one of several important estimates used in the analysis, we determined that an increase of one percentage point in the discount rate used for each respective reporting unit would not have resulted in an impairment indicator for any unit in the current quarter.

A number of factors, many of which we have no ability to control, could affect our financial condition, operating results and business prospects and could cause actual results to differ from the estimates and assumptions we employed. These factors include:


	•	a prolonged global economic crisis;

	•	a significant decrease in the demand for our products;

	•	the inability to develop new and enhanced products and services in a timely manner;

	•	a significant adverse change in legal factors or in the business climate;

	•	an adverse action or assessment by a regulator;

	•	successful efforts by our competitors to gain market share in our markets;

	•	a loss of key personnel;

	•	our determination to dispose of one or more of our reporting units;


	•	the testing for recoverability under SFAS No. 144 of a significant asset group within a reporting unit; and

	•	recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.

Intangible Assets. We assess the impairment of identifiable intangible assets according to SFAS Nos. 142 or 144, as appropriate, whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. An impairment loss would be recognized when the sum of the undiscounted estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Such impairment loss would be measured as the difference between the carrying amount of the asset and its fair value. Our cash flow assumptions are based on historical and forecasted revenue, operating costs, and other relevant factors. If management’s estimates of future operating results change, or if there are changes to other assumptions, the estimate of the fair value of our acquired product rights and other identifiable intangible assets could change significantly. Such change could result in impairment charges in future periods, which could have a significant impact on our operating results and financial condition.

We account for developed technology or acquired product rights in accordance with SFAS No. 86. We record impairment charges on acquired product rights when we determine that the net realizable value of the assets may not be recoverable. To determine the net realizable value of the assets, we use the estimated future gross revenues from each product. Our estimated future gross revenues of each product are based on company forecasts and are subject to change.

Long-Lived Assets (including Assets Held for Sale). We account for long-lived assets in accordance with SFAS No. 144. We record impairment charges on long-lived assets to be held and used when we determine that the carrying value of the long-lived assets may not be recoverable. Based upon the existence of one or more indicators of impairment, we measure any impairment of long-lived assets based on a projected undiscounted cash flow method using assumptions determined by our management to be commensurate with the risk inherent in our current business model. Our estimates of cash flows require significant judgment based on our historical results and anticipated results and are subject to many triggering factors which could change and cause a material impact to our operating results or financial condition. We record impairment charges on long-lived assets to be held for sale when we determine that the carrying value of the long-lived assets may not be recoverable. In determining our fair value, we obtain market value appraisal information from third-parties.

Recently Issued Accounting Pronouncements

Information with respect to Recently Issued 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


	Three Months Ended
	July 3,		July 4,		Change in
	2009		2008		$			%
	($ in millions)

Net revenues	$	1,432	$	1,650	$	(218	)		(13	)%

Net revenues decreased for the three months ended July 3, 2009, as compared to the same period last year, due to a $136 million decrease in Licenses revenues coupled with an $82 million decrease in Content, subscriptions, and maintenance revenues. The net decrease was primarily driven by the items discussed above under “Financial Results and Trends,” including currency fluctuations and the 14 ^th week of activity during the July 4, 2008 quarter.

Content, subscriptions, and maintenance revenues


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Content, subscriptions, and maintenance revenues	$	1,209		$	1,291		$	(82	)		(6	)%
Percentage of total net revenues		84	%		78	%

Content, subscriptions, and maintenance revenues decreased for the three months ended July 3, 2009 as compared to the same period last year for the reasons discussed above under “Financial Results and Trends,” including currency fluctuations and the 14 ^th week of activity during the July 4, 2008 quarter.

Licenses revenues


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Licenses revenues	$	223		$	359		$	(136	)		(38	)%
Percentage of total net revenues		16	%		22	%

Licenses revenues decreased for the three months ended July 3, 2009 as compared to the same period last year, primarily due to the global economic slowdown and smaller volumes of new licenses during the July 3, 2009 period as well as for the reasons discussed above under “Financial Results and Trends,” including currency fluctuations and the 14 ^th week of activity during the July 4, 2008 quarter.

Net revenue and operating income by segment

Consumer segment


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Consumer revenues	$	447		$	472		$	(25	)		(5	)%
Percentage of total net revenues		31	%		29	%
Consumer operating income	$	223		$	275		$	(52	)		(19	)%
Percentage of Consumer revenues		50	%		58	%

Consumer revenues decreased for the three months ended July 3, 2009 as compared to the same period last year primarily due to the unfavorable impact of foreign currencies and the 14 ^th week as discussed above under “Financial Results and Trends.” This decrease was partially offset by an increase in revenue from our core consumer products in the electronic channel and from acquired security products.

Our electronic channel sales are derived from OEMs, subscriptions, upgrades, online sales, and renewals. For the three months ended July 3, 2009, electronic channel revenue remained relatively flat as compared to the same period last year. Electronic sales constituted 80% of Consumer revenues for the three months ended July 3, 2009 as compared to 78% for the same period last year.

Operating income for the Consumer segment decreased for the three months ended July 3, 2009 as compared to the same period last year, as the revenue decrease was coupled with an increase in expense. Total expenses for the segment increased primarily as a result of the PC Tools and SwapDrive acquisitions, offset in part by the effect of the 14th week discussed above under “Financial Results and Trends.”

Security and Compliance segment


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Security and Compliance revenues	$	336		$	393		$	(57	)		(15	)%
Percentage of total net revenues		23	%		24	%
Security and Compliance operating income	$	78		$	117		$	(39	)		(33	)%
Percentage of Security and Compliance revenues		23	%		30	%

Security and Compliance revenues decreased for the three months ended July 3, 2009 as compared to the same period last year for the reasons discussed above under “Financial Results and Trends.” Additionally, there was a decline in demand from small and medium sized businesses. This decrease was partially offset by increased revenues from our acquisition of MessageLabs during fiscal 2009.

Operating income for the Security and Compliance segment decreased for the three months ended July 3, 2009 as compared to the same period last year, as the revenue decrease more than offset the expense decrease. Total expenses decreased primarily as a result of lower sales expenses as well as the effect of the 14th week discussed above under “Financial Results and Trends.”

Storage and Server Management segment


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Storage and Server Management revenues	$	553		$	665		$	(112	)		(17	)%
Percentage of total net revenues		39	%		40	%
Storage and Server Management operating income	$	261		$	263		$	(2	)		(1	)%
Percentage of Storage and Server Management revenues		47	%		40	%

Storage and Server Management revenues decreased for the three months ended July 3, 2009 as compared to the same period last year for the reasons discussed above under “Financial Results and Trends.” In addition, some of our customers bought smaller volumes of licenses, particularly with respect to our storage management products.

Operating income for the Storage and Server Management segment decreased for the three months ended July 3, 2009 as compared to the same period last year, as the revenue decrease more than offset the expense decrease. Total expenses decreased primarily as a result of lower sales expenses as well as the effect of the 14th week discussed above under “Financial Results and Trends.”

Services segment


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Services revenues	$	96		$	120		$	(24	)		(20	)%
Percentage of total net revenues		7	%		7	%
Services operating income	$	5		$	4		$	1			25	%
Percentage of Services revenues		5	%		3	%

Services revenues decreased for the three months ended July 3, 2009 as compared to the same period last year primarily due to a reduction in consulting revenues associated with new license sales, in addition to the reasons discussed above under “Financial Results and Trends.”

Operating income for the Services segment increased for the three months ended July 3, 2009 as compared to the same period last year, as a decrease in expenses more than offset the revenue decrease. The Services operating income increase was the result of financial and operations efficiencies aimed at driving profitability.

Other segment


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Other revenues	$	—		$	—		$	—			NA
Percentage of total net revenues		0	%		0	%
Other operating loss	$	(415	)	$	(381	)	$	(34	)		(9	)%
Percentage of other revenues		*			*


*		Percentage not meaningful

Revenue from our Other segment is comprised primarily of sunset products and products nearing the end of their life cycle. Our Other segment also includes general and administrative expenses; amortization of acquired product rights, other intangible assets, and other assets; goodwill impairment charges; charges such as stock-based compensation and restructuring; and certain indirect costs that are not charged to the other operating segments.

Net revenues by geographic region


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Americas (U.S., Canada and Latin America)	$	784		$	861		$	(77	)		(9	)%
Percentage of total net revenues		55	%		52	%
EMEA (Europe, Middle East, Africa)	$	433		$	558		$	(125	)		(22	)%
Percentage of total net revenues		30	%		34	%
Asia Pacific/Japan	$	215		$	231		$	(16	)		(7	)%
Percentage of total net revenues		15	%		14	%

Revenues for each region decreased during the three months ended July 3, 2009 as compared to the same period last year for the reasons discussed above under “Financial Results and Trends.”

Our international sales are and will continue to be a significant portion of our net revenues. As a result, net revenues will continue to be affected by foreign currency exchange rates as compared to the U.S. dollar. The recent trend of the strengthening U.S. dollar as compared to foreign currencies over the prior year period has had a negative impact on net revenues for the three months ended July 3, 2009 as compared to the same period last year. We are unable to predict the extent to which revenues 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 revenues and operating results.

Cost of Revenues


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$		%
	($ in millions)

Cost of revenues	$	312		$	312		$	—		—	%
Gross margin		78	%		81	%

Cost of revenues consists primarily of the amortization of acquired product rights, fee-based technical support costs, the costs of billable services, payments to OEMs under revenue-sharing arrangements, manufacturing and direct material costs, and royalties paid to third parties under technology licensing agreements.

Gross margin for the three months ended July 3, 2009 as compared to the same period last year decreased three percentage points primarily due to lower revenues, and higher amortization of acquired product rights.

Cost of content, subscriptions, and maintenance


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Cost of content, subscriptions, and maintenance	$	209		$	219		$	(10	)		(5	)%
As a percentage of related revenue		17	%		17	%

Cost of content, subscriptions, and maintenance consists primarily of fee-based technical support costs, costs of billable services, and payments to OEMs under revenue-sharing agreements. Cost of content, subscriptions, and maintenance as a percentage of related revenue remained stable for the three months ended July 3, 2009 as compared to the same period last year. Decreases in services and distribution costs were partially offset by increases in royalty and technical support costs.

Cost of licenses


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Cost of licenses	$	5		$	8		$	(3	)		(38	)%
As a percentage of related revenue		2	%		2	%

Cost of licenses consists primarily of royalties paid to third parties under technology licensing agreements and manufacturing and direct material costs. Cost of licenses remained stable as a percentage of the related revenue for the three months ended July 3, 2009 as compared to the same period last year. The decrease in Cost of licenses is primarily driven by lower manufacturing and fulfillment costs.

Amortization of acquired product rights


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$		%
	($ in millions)

Amortization of acquired product rights	$	98		$	85		$	13		15	%
Percentage of total net revenues		7	%		5	%

Acquired product rights are comprised of developed technologies and patents from acquired companies. The increase in amortization for the three months ended July 3, 2009 as compared to the same period last year is primarily due to the write-off of developed technology, amortization associated with our fiscal 2009 acquisitions and an amortization adjustment during the fiscal 2010 period.

Operating Expenses

Operating expenses overview

As discussed above under “Fiscal Calendar,” our most recent fiscal quarter was comprised of 13 weeks as compared to 14 weeks for the same period last year, which had a favorable impact on our operating expenses year over year. Our operating expenses during the three months ended July 3, 2009 were also favorably impacted by the strengthening of the U.S. dollar compared to foreign currencies during the same period last year and by the 2009

restructuring plan discussed below and in Note 6 to the Condensed Consolidated Financial Statements. In addition, our ongoing cost and expense discipline positively contributed to our operating margins.

Sales and marketing expenses


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Sales and marketing	$	559		$	663		$	(104	)		(16	)%
Percentage of total net revenues		39	%		40	%

As a percent of net revenues, sales and marketing expenses decreased to 39% for the three months ended July 3, 2009 as compared to 40% for the three months ended July 4, 2008 largely as a result of the items discussed above under “Operating expenses overview.”

Research and development expenses


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Research and development	$	221		$	232		$	(11	)		(5	)%
Percentage of total net revenues		15	%		14	%

As a percent of net revenues, research and development expenses increased to 15% for the three months ended July 3, 2009 as compared to 14% for the three months ended July 4, 2008, respectively, as a result of decreased revenues, partially offset by the items discussed above under “Operating expenses overview.”

General and administrative expenses


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

General and administrative	$	89		$	93		$	(4	)		(4	)%
Percentage of total net revenues		6	%		6	%

As a percent of net revenues, general and administrative expenses remained consistent at 6% for both the three months ended July 3, 2009 and July 4, 2008, largely as a result of the items discussed above under “Operating expenses overview.”

Amortization of other purchased intangible assets


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$		%
	($ in millions)

Amortization of other purchased intangible assets	$	62		$	55		$	7		13	%
Percentage of total net revenues		4	%		3	%

Other purchased intangible assets are comprised of customer bases and tradenames. Amortization increased for the three months ended July 3, 2009 as compared to the same period last year, primarily as a result of additional purchased intangible assets from our fiscal 2009 acquisitions.

Restructuring


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$		%
	($ in millions)

Severance	$	18		$	11
Facilities		5			3
Transition, transformation and other costs		11			3

Restructuring	$	34		$	17		$	17		100	%

Percentage of total net revenues		2	%		1	%

In connection with the restructuring plans, which we refer to as our 2008 Plan and our 2009 Plan, as described in Note 6 of the Notes to Condensed Consolidated Financial Statements, restructuring charges were $34 million for the three months ended July 3, 2009 compared to $17 million for the three months ended July 4, 2008. The restructuring charges for the three months ended July 3, 2009 primarily consisted of severance charges of $18 million related to the 2008 Plan (as defined in Note 6), business structure changes and transition and transformation costs of $11 million related to the outsourcing of back office functions. The restructuring charges for the three months ended July 4, 2008 primarily consisted of severance charges of $11 million related to the 2008 Plan business structure changes and $3 million in facilities charges related to acquisition-related restructurings.

Total remaining costs for the 2008 Plan are estimated to range from $20 to $50 million. Total remaining costs for the transition and transformation activities associated with outsourcing back office functions are estimated to be approximately $30 million. Total remaining costs for the 2009 Plan are not expected to be material.

Impairment of assets held for sale


	Three Months Ended
	July 3,		July 4,		Change in
	2009		2008		$		%
	($ in millions)

Impairment of assets held for sale	$	3	$	—	$	3		NA

During the three months ended July 3, 2009, we recognized an impairment of $3 million on certain buildings classified as held for sale.

Non-operating Income and Expense


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Interest income	$	2		$	18
Interest expense		(32	)		(33	)
Other income, net		6			—

Total	$	(24	)	$	(15	)	$	(9	)		(60	)%

The decrease in interest income during the three months ended July 3, 2009 as compared to the same period last year is primarily due to lower average yield on our invested cash and short-term investment balances coupled with lower average cash balances outstanding.

As of April 4, 2009, we retroactively adopted FSP APB No. 14-1, which requires issuers of certain types of convertible notes to separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. Upon adoption, the interest expense for prior periods was reclassified accordingly. The primary components of Interest expense for the three months ended July 3, 2009 and July 4, 2008 consisted of the non-cash component associated with the amortization of the debt discount as required under FSP APB No. 14-1 and the contractual interest expense of our Senior Notes.

The increase in other income, net related to a gain on foreign currency.

Provision for income taxes


	Three Months Ended
	July 3,			July 4,			Change in
	2009			2008			$			%
	($ in millions)

Provision for income taxes	$	42		$	85		$	(43	)		(51	)%
Effective income tax rate		33	%		32	%

The effective tax rate was approximately 33% and 32% for the three months ended July 3, 2009 and July 4, 2008, respectively. The effective tax rates for both periods reflect the benefits of lower-taxed foreign earnings, domestic manufacturing tax incentives, and research and development credits, offset by state income taxes and non-deductible stock-based compensation. As discussed further below the tax expense for the three months ended July 3, 2009 includes a $7 million tax expense related to the U.S. tax treatment of certain stock based compensation. For the three months ended July 4, 2008, we recorded a $5 million tax benefit related to a favorable Irish settlement. The effective tax rate for the three months ended July 3, 2009 is otherwise lower than in the three months ended July 4, 2008 primarily due to higher benefits from lower-taxed foreign earnings. The decrease in the tax expense for the three months ended July 3, 2009 is primarily attributable to lower pre-tax earnings.

On May 27, 2009, the U.S. Court of Appeals for the Ninth Circuit overturned a 2005 U.S. Tax Court ruling in Xilinx, Inc. v. Commissioner, holding that stock-based compensation related to research and development (“R&D”) must be shared by the participants of a R&D cost sharing arrangement. The Ninth Circuit held that related parties to such an arrangement must share stock option costs, notwithstanding the U.S. Tax Court’s finding that unrelated parties in such an arrangement would not share such costs. We have a similar R&D cost sharing arrangement in place. The Ninth Circuit’s reversal of the U.S. Tax Court’s decision changes our estimate of stock option related tax benefits previously recognized under Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 . As a result of the Ninth Circuit’s ruling, we increased our liability for unrecognized tax benefits, recording a tax expense of approximately $7 million and a reduction of additional paid-in capital of approximately $30 million in the three months ended July 3, 2009.

Loss from joint venture


	Three Months Ended
	July 3,		July 4,		Change in
	2009		2008		$		%
	($ in millions)

Loss from joint venture	$	13	$	6	$	7		117	%

On February 5, 2008, Symantec formed Huawei-Symantec, Inc. (“joint venture”) with a subsidiary of Huawei Technologies Co., Ltd. (“Huawei”). The joint venture is domiciled in Hong Kong with principal operations in Chengdu, China. The joint venture develops, manufactures, markets and supports security and storage appliances to global telecommunications carriers and enterprise customers.

For the three months ended July 3, 2009, we recorded a loss of approximately $13 million related to our share of the joint venture’s net loss incurred for the period from January 1, 2009 to March 31, 2009. For the three months ended July 4, 2008, we recorded a loss of approximately $6 million related to our share of the joint venture’s net loss for the period from February 5, 2008 to March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Cash

We have historically relied primarily on cash flow from operations, borrowings under a credit facility, issuances of convertible notes and equity securities for our liquidity needs. Key sources of cash include earnings from operations and existing cash, cash equivalents, short-term investments, and our revolving credit facility.

In fiscal 2007, we entered into a five-year $1 billion senior unsecured revolving credit facility that expires in July 2011. In order to be able to draw on the credit facility, we must maintain certain covenants, including a specified ratio of debt to earnings (before interest, taxes, depreciation, and amortization and impairments) as well as various other non-financial covenants. As of July 3, 2009, we were in compliance with all required covenants, and there was no outstanding balance on the credit facility.

As of July 3, 2009, we had cash and cash equivalents of $2.2 billion and short-term investments of $24 million resulting in a net liquidity position, defined as unused availability of the credit facility, cash and cash equivalents and short-term investments of approximately $3.2 billion.

We believe that our existing cash balances, cash that we generate over time from operations and our borrowing capacity will be sufficient to satisfy our anticipated cash needs for working capital and capital expenditures for at least the next 12 months.

Uses of Cash

Our principal cash requirements include working capital, capital expenditures, payments of principal and interest on our debt and payments of taxes. In addition, we regularly evaluate our ability to repurchase stock, pay debts and acquire other businesses.

Line of Credit. In the first quarter of fiscal 2009, we repaid the entire $200 million principal amount, plus $3 million of accrued interest, that we borrowed during fiscal 2008 under our senior unsecured revolving credit facility. There has been no usage of the credit facility in fiscal 2010.

Acquisition-Related. During the first quarter of fiscal 2009, we acquired AppStream and SwapDrive for an aggregate payment of $166 million, net of cash acquired. We did not acquire any businesses in the first quarter of fiscal 2010.

Convertible Senior Notes. In June 2006, we issued $1.1 billion principal amount of 0.75% Convertible Senior Notes due June 15, 2011, and $1.0 billion principal amount of 1.00% Convertible Senior Notes (collectively the “Senior Notes”) due June 15, 2013, to initial purchasers in a private offering for resale to qualified institutional buyers pursuant to SEC Rule 144A. During fiscal years 2009 and 2010, we have not repaid any of this debt other than the related interest costs.

Stock Repurchases. In the first quarter of fiscal 2009, we repurchased 10 million shares, or $200 million, of our common stock. In the first quarter of fiscal 2010, we repurchased 8 million shares, or $123 million, of our common stock. As of July 3, 2009 we had $177 million remaining under the plan authorized by our Board of Directors in June 2007.

Cash Flows

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


	Three Months Ended
	July 3,			July 4,
	2009			2008
	(In millions)

Net cash provided by (used in) :
Operating activities	$	371		$	414
Investing activities		116			75
Financing activities		(128	)		(333	)

Operating Activities

Net cash provided by operating activities of $371 million during the three months ended July 3, 2009 primarily resulted from net income of $73 million adjusted for non-cash items — depreciation and amortization charges of $222 million, stock-based compensation expense of $49 million and amortization of the discount on the convertible senior notes of $25 million, as well as from and increased collection of our trade accounts receivable of $229 million. These amounts were partially offset by a decrease in deferred revenue of $142 million, and accrued compensation and benefits of $90 million.

Net cash provided by operating activities of $414 million during the three months ended July 4, 2008 resulted largely from net income of $187 million adjusted for non-cash items — depreciation and amortization charges of $200 million and stock-based compensation expense of $45 million, as well as from increased collection of our trade accounts receivable of $119 million and net receipt of litigation settlements of $59 million. These amounts were partially offset by a decrease in accrued compensation and benefits of $91 million, deferred revenue of $70 million, and income taxes payable of $31 million. Net cash provided by operating activities benefitted from the 14th week of activity in the July 4, 2008 period as discussed above under “Financial Results and Trends.”

Investing Activities

Net cash provided by investing activities of $116 million for the three months ended July 3, 2009 was primarily due to proceeds of $183 million from the sale of short-term investments, partially offset by $54 million paid for capital expenditures and $16 million paid for an equity investment.

Net cash provided by investing activities of $75 million for the three months ended July 4, 2009 was primarily due to net proceeds from the sale of short-term investments of $299 million, partially offset by payments totaling $166 million for the acquisitions of AppStream and SwapDrive and $58 million paid for capital expenditures.

Financing Activities

Net cash used in financing activities of $128 million for the three months ended July 3, 2009, was primarily due to stock repurchases of 8 million shares of our common stock for $123 million.

Net cash used in financing activities was $333 million for the three months ended July 4, 2008, primarily due to the repurchase of 10 million shares of our common stock for $200 million, and the repayment of $200 million borrowed under the senior unsecured revolving credit facility. These amounts were partially offset by the net proceeds of $75 million received from the issuance of our common stock through employee stock plans.

Contractual Obligations

There have been no significant changes in our contractual obligations during the three months ended July 3, 2009, as compared to the contractual obligations disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II, Item 7, of our Annual Report on Form 10-K for the fiscal year ended April 3, 2009.


Item 3.	*Quantitative and Qualitative Disclosures about Market Risk*

There have been no significant changes in our market risk exposures during the three months ended July 3, 2009 as compared to the market risk exposures disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations , set forth in Part II, Item 7A, of our Annual Report on Form 10-K for the fiscal year ended April 3, 2009.


Item 4.	*Controls and Procedures*


(a)	Evaluation of Disclosure Controls and Procedures

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


(b)	Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended July 3, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


(c)	Limitations on Effectiveness of Controls

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

PART II. OTHER INFORMATION


Item 1.	*Legal Proceedings*

Information with respect to this Item may be found in Notes 7 and 11 of Notes to Condensed Consolidated Financial Statements in this Form 10-Q, which information is incorporated into this Part II, Item 1 by reference.


Item 1A.	*Risk Factors*

A description of the risks associated with our business, financial condition, and results of operations is set forth in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended April 3, 2009. There have been no material changes in our risks from such description.


Item 2.	*Unregistered Sales of Equity Securities and Use of Proceeds*

Stock repurchases during the three months ended July 3, 2009 were as follows:


					Total Number of		Maximum Dollar
					Shares Purchased		Value of Shares That
					Under Publicly		May Yet Be
	Total Number of		Average Price		Announced Plans		Purchased Under the
	Shares Purchased		Paid per Share		or Programs		Plans or Programs
	(In millions except per share data)

April 4, 2009 to May 1, 2009		—	$	—		—	$	300
May 2, 2009 to May 29, 2009		4	$	14.91		4	$	245
May 30, 2009 to July 3, 2009		4	$	16.18		4	$	177

Total		8	$	15.59		8

For information regarding our stock repurchase programs, see Note 8 of Notes to Condensed Consolidated Financial Statements, which information is incorporated herein by reference.


Item 6.	*Exhibits*

Incorporated by Reference

Exhibit

File

Filed with

Number

Exhibit Description

Form

Number

Exhibit

Date

this 10-Q

.01

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Symantec Corporation

.02

Bylaws of Symantec Corporation, as amended

8-K

000-17781

.01

07/01/09

.01*

FY10 Executive Annual Incentive Plan — Chief Executive Officer

.02*

FY10 Executive Annual Incentive Plan — Executive Vice President and Group President

.03*

FY10 Long Term Incentive Plan

.04*

Symantec Corporation Deferred Compensation Plan, as adopted on December 17, 2008

.05*

Letter Agreement, dated April 6, 2009, between Symantec Corporation and John W. Thompson

8-K

000-17781

.01

04/09/09

.01

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

.02

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

.01†

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

.02†

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

101†

The following materials from Symantec Corporation’s Quarterly Report on Form 10-Q for the period ended July 3, 2009, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.


*		Indicates a management contract or compensatory plan or arrangement.

†		This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

SIGNATURES

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

SYMANTEC CORPORATION
(Registrant)


	By:	/s/ Enrique Salem

Enrique Salem

President and

Chief Executive Officer


	By:	/s/ James A. Beer

James A. Beer

Executive Vice President and

Chief Financial Officer

Date: August 5, 2009

EXHIBIT INDEX

Incorporated by Reference

Exhibit

File

Filed with

Number

Exhibit Description

Form

Number

Exhibit

Date

this 10-Q

.01

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Symantec Corporation

.02

Bylaws of Symantec Corporation, as amended

8-K

000-17781

.01

07/01/09

.01*

FY10 Executive Annual Incentive Plan — Chief Executive Officer

.02*

FY10 Executive Annual Incentive Plan — Executive Vice President and Group President

.03*

FY10 Long Term Incentive Plan

.04*

Symantec Corporation Deferred Compensation Plan, as adopted on December 17, 2008

.05*

Letter Agreement, dated April 6, 2009, between Symantec Corporation and John W. Thompson

8-K

000-17781

.01

04/09/09

.01

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

.02

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

.01†

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

.02†

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

101†


*		Indicates a management contract or compensatory plan or arrangement.

†		This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

Exhibit 3.01

CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
SYMANTEC CORPORATION

Symantec Corporation, a Delaware corporation (the “Company”), does hereby certify that:

FIRST: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).

SECOND: The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

THIRD: Article 2 of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

“The address of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, in the County of New Castle. The name of its registered agent at such address is the Corporation Service Company.”

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by its duly authorized officer this 31 ^st day of July 2009.

Exhibit 10.01

FY10 Executive Annual Incentive Plan

Chief Executive Officer

This Annual Incentive Plan (“Plan”) of Symantec Corporation (“Symantec”) is effective as of April 4, 2009. The Board of Directors reserves the right to alter or cancel all or any portion of the Plan for any reason at any time.


Symantec Corporation		Proprietary and Confidential		1

FY10 Executive Annual Incentive Compensation Plan


Job Category:		Chief Executive Officer

Purpose:		Provide critical focus on specific, measurable corporate goals and provide performance-based compensation based upon the level of attainment of such goals.

Bonus Target:		The target incentive bonus for this position is 125% of the annual base salary. Annual base salary has been established at the beginning of the fiscal year. Bonuses will be paid based on actual annual base salary earnings from time of eligibility under the Plan through April 2, 2010. Payments will be subject to applicable payroll taxes and withholdings.

Bonus Payments:		The annual incentive bonus will be paid once annually. Payment will be made within six weeks of the financial close of the fiscal year. Any payment due under this Plan is at the sole discretion of the Administrator of the Plan.

Components:		Two performance metrics will be used to determine the annual incentive bonus payment as determined by the Administrator. The company’s reported numbers are based on non-GAAP Corporate Revenue & EPS results. All the performance metrics are measured using the exchange rates as defined in the Exchange Rate section of this Plan.


Metric	Weighting
Corporate Revenue		50	%
Corporate Earnings per Share		50	%


Achievement Schedule:		The established threshold must be exceeded for the applicable performance metric before the bonus applicable to such performance metric will be paid. Corporate Revenue and Corporate EPS achievement is uncapped.

Pro-ration:		The calculation of the annual incentive bonus will be based on eligible base salary earnings for the fiscal year and, subject to the eligibility requirements below, will be pro-rated based on the number of days the participant is employed as a regular status employee of Symantec during the fiscal year.

Eligibility:		Participants must be regular status employees on the day bonus checks are distributed. If the company grants an interim payment for any reason, the participant must be a regular status employee at the end of that performance period in order to receive such payment. A participant who leaves before the end of the fiscal year will not be eligible to receive the annual incentive bonus or any pro-rated portion thereof. The Plan participant must be a regular status employee of Symantec at the end of the fiscal year in order to be eligible to receive the annual incentive bonus and at the time the bonus checks are distributed, unless otherwise determined by the Administrator.

		To be eligible for the plan in the given fiscal year, participants must be in an eligible position for at least 60 days before the end of the plan year. Employees hired or promoted into an eligible position with less than 60 days in the plan year will join the annual bonus plan in the next fiscal year.

Exchange Rates:		For the purpose of calculating the annual incentive bonus payment, the fiscal 2010 budgeted exchange rates will be used to measure attainment of the above performance metrics at the end of the fiscal year. The performance metrics targets will not be adjusted for any fluctuating currency exchange rates.


Symantec Corporation		Proprietary and Confidential		2


Target Changes:		In the event of an accretive event, such as a stock buyback, or other events that might have an effect on the revenue or EPS targets of the Company, such as acquisition or purchase of products or technology, the Administrator may at its discretion adjust the Revenue Growth and/or Earnings per Share to reflect the potential impact upon Symantec’s financial performance.

Restatement of Financial Results:		If the Company’s financial statements are the subject of a restatement due to error or misconduct, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of excess incentive cash compensation paid under the Plan. For purposes of this Plan, excess incentive cash compensation means the positive difference, if any, between (i) the incentive bonus paid and (ii) the incentive bonus that would have been made had the performance metrics been calculated based on the Company’s financial statements as restated. The Company will not be required to award Participant an additional Payment should the restated financial statements result in a higher bonus calculation.

Plan Provisions:		This Plan is adopted under the Symantec Senior Executive Incentive Plan as amended and restated as of September 22, 2008 and approved by Symantec’s stockholders on September 22, 2008.

		This Plan supersedes the FY09 Executive Annual Incentive Plan dated April 1, 2008, which is null and void as of the adoption of this Plan.

		Participation in the Plan does not guarantee participation in other or future incentive plans. Plan structures and participation will be determined on a year-to-year basis.

		The Board of Directors reserves the right to alter or cancel all or any portion of the Plan for any reason at any time. The Plan shall be administered by the Compensation Committee of the Board of Directors (the “Administrator”), and the Administrator shall have all powers and discretion necessary or appropriate to administer and interpret the Plan.

		The Board of Directors reserves the right to exercise its own judgment with regard to company performance in light of events outside the control of management and/or participant.


Symantec Corporation		Proprietary and Confidential		3

Exhibit 10.02

FY10 Executive Annual Incentive Plan

Executive Vice President & Group President


Symantec Corporation		Proprietary and Confidential		1

FY10 Executive Annual Incentive Compensation Plan


Job Category:		Executive Vice President and Group President

Purpose:		Provide critical focus on specific, measurable corporate and division goals and provide performance-based compensation based upon the level of attainment of such goals.

Bonus Target:		The target incentive bonus for this job category is 80% of the annual salary. Annual base salary has been established at the beginning of the fiscal year. Bonuses will be paid based on actual annual base salary earnings from time of eligibility under the Plan through April 2, 2010. Payments will be subject to applicable payroll taxes and withholdings.

Bonus Payments:		The annual incentive bonus will be paid once annually. Payment will be made within six weeks of the financial close of the fiscal year. Any payment due under this Plan is at the sole discretion of the Administrator of the Plan.

Components:		Three performance metrics will be used to determine the annual incentive bonus payment as determined by the Administrator. The company’s reported numbers are based on non-GAAP Corporate Revenue & EPS results, and the Division-based performance metrics are determined by Internal Reporting fiscal year-end figures. All the performance metrics are measured using the exchange rates as defined in the Exchange Rate section of this Plan.


Metric	Weighting
Corporate Revenue		50	%
Corporate Earnings per Share		20	%
Division-based Metric		30	%


		One of the five Division-based metrics will be assigned to each executive based on their role.


Division-based Metric
		1 Corporate Billings minus Division Source Spend
		2 Enterprise Billings minus Division Source Spend
		3 BU specific Billings minus BU Source Spend
		4 Regional Enterprise Billings minus Regional Source Spend
		5 Division Source Spend vs. Budget

Achievement Schedule:		The established threshold must be exceeded for the applicable performance metric before the bonus applicable to such performance metric will be paid. Corporate Revenue and Corporate EPS achievement are uncapped, the Division-based metric is capped.

Pro-ration:		The calculation of the annual incentive bonus will be based on eligible base salary earnings for the fiscal year and, subject to the eligibility requirements below, will be pro-rated based on the number of days the participant is employed as a regular status employee of Symantec during the fiscal year.

Eligibility:		Participants must be regular status employees on the day bonus checks are distributed. If the company grants an interim payment for any reason, the participant must be a regular status employee at the end of that performance period in order to receive such payment. A participant who leaves before the end of the fiscal year will not be eligible to receive the annual incentive bonus or any pro-rated portion thereof. The Plan participant must be a regular status employee of Symantec at the end of the fiscal year in order to be eligible to receive the annual incentive bonus and at the time the bonus checks are distributed, unless otherwise determined by the Administrator.


Symantec Corporation		Proprietary and Confidential		2


		To be eligible for the plan in the given fiscal year, participants must be in an eligible position for at least 60 days before the end of the plan year. Employees hired or promoted into an eligible position with less than 60 days in the plan year will join the annual bonus plan in the next fiscal year.

Exchange Rates:		For the purpose of calculating the annual incentive bonus payment, the fiscal 2010 budgeted exchange rates will be used to measure attainment of the above performance metrics at the end of the fiscal year. The performance metrics targets will not be adjusted for any fluctuating currency exchange rates.

Target Changes:		In the event of an accretive event, such as a stock buyback, or other events that might have an effect on the revenue or EPS targets of the Company, such as acquisition or purchase of products or technology, the Administrator may at its discretion adjust the Revenue Growth, Earnings per Share and/or Division-based metrics to reflect the potential impact upon Symantec’s financial performance.

Restatement of Financial Results:		If the Company’s financial statements are the subject of a restatement due to error or misconduct, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of excess incentive cash compensation paid under the Plan. For purposes of this Plan, excess incentive cash compensation means the positive difference, if any, between (i) the incentive bonus paid and (ii) the incentive bonus that would have been made had the performance metrics been calculated based on the Company’s financial statements as restated. The Company will not be required to award Participant an additional Payment should the restated financial statements result in a higher bonus calculation.

Plan Provisions:		This Plan is adopted under the Symantec Senior Executive Incentive Plan as amended and restated as of September 22, 2008 and approved by Symantec’s stockholders on September 22, 2008.

		This Plan supersedes the FY09 Executive Annual Incentive Plan dated April 1, 2008, which is null and void as of the adoption of this Plan.

		Participation in the Plan does not guarantee participation in other or future incentive plans. Plan structures and participation will be determined on a year-to-year basis.

		The Board of Directors reserves the right to alter or cancel all or any portion of the Plan for any reason at any time. The Plan shall be administered by the Compensation Committee of the Board of Directors (the “Administrator”), and the Administrator shall have all powers and discretion necessary or appropriate to administer and interpret the Plan.

		The Board of Directors reserves the right to exercise its own judgment with regard to company performance in light of events outside the control of management and/or participant.


Symantec Corporation		Proprietary and Confidential		3

Exhibit 10.03

FY10 Long Term Incentive Plan
(LTIP)

This Long Term Incentive Plan (“ LTIP ”) of Symantec Corporation (“ Symantec ” or the “ Company ”) is effective as of April 4, 2009. The Board of Directors reserves the right to alter or cancel all or any portion of the LTIP for any reason at any time



Symantec Corporation	Proprietary and Confidential	1

FY10 Long Term Incentive Plan


Purpose:		Provide critical focus on specific, measurable corporate goals and provide performance-based compensation based upon the level of attainment of such goals and ensure retention of key executives of the Company.

Amount:		LTIP target cash payments (“ LTIP Payments ”) will be determined and approved by the Compensation Committee of the Company’s Board of Directors (the “ Committee ”), with input from the President and Chief Executive Officer. LTIP Payments will be determined and paid based on the actual achievement of the performance metrics set forth below against the target performance metrics under the LTIP through the Company’s fiscal year ending April 2, 2010 in which Target LTIP Awards are granted under this LTIP (the “( Performance Period ”). LTIP Payments will be subject to applicable payroll taxes and withholdings.

Eligibility:		Participants shall be at levels of senior vice president or above, and shall be recommended for eligibility by the President and Chief Executive Officer and approved by the Committee prior to the end of the Performance Period (individually, a “ Participant ” and, collectively, the “ Participants ”). Participants must be in an eligible position for at least 60 days before the end of the Performance Period. Employees hired or promoted into an eligible position with less than 60 days remaining in the Performance Period will not be eligible for an LTIP Payment. The calculation of the LTIP Payment for a Participant that becomes eligible during the Performance Period will be pro-rated based on the number of days the Participant is in an eligible position during the Performance Period.

Payment timing:		The long-term incentive will be measured at the end of the Performance Period and paid following the last day of the second (2 ^nd ) fiscal year following the end of the Performance Period (the “Payment Date” ). Any payment due under this LTIP is at the sole discretion of the Committee. A Participant must be a regular status employee of the Company on the Payment Date. A Participant who terminates his or her employment with the Company before the Payment Date will not be eligible to receive the LTIP Payment or any prorated portion thereof except as set forth below.

Performance metric:		The Company’s Operating Cash Flow achievement for the Performance Period against target Operating Cash Flow for the Performance Period will be used to determine the eligibility for an LTIP Payment. “ Operating Cash Flow ” is determined based on the Company’s budgeted cash flow and is equal to the operating cash flow that is communicated to public investors via filings with the Securities and Exchange Commission.

Achievement Schedule:		A 100% LTIP Payment will be paid to the Participant if 100% of budgeted Operating Cash Flow is attained with respect to the Performance Period (the “ Target LTIP Award ”). The Target LTIP Awards shall be set forth on a schedule approved by the Committee within 90 days of the beginning of the Performance Period. A Participant is eligible for 25% of the Target LTIP Award if at least 85% of budgeted Operating Cash Flow is attained with respect to the Performance Period and for 200% of the Target LTIP Award if at least 120% of budgeted Operating Cash Flow is attained with respect to the Performance Period. Achievement of budgeted Operating Cash Flow between 85% and 200% will be prorated. Achievement of budgeted Operating Cash Flow shall be certified by the Committee (“ Certification ”) following the end of the Performance Period and prior to the Payment Date.

Death and Disability:		If a Participant dies or terminates employment as a result of a permanent and total disability after the last day of the Performance Period, the Participant shall be entitled to



Symantec Corporation	Proprietary and Confidential	2


		payment of the LTIP Payment otherwise payable to the Participant on the Payment Date, prorated based on the number of full calendar months that Participant has been employed by the Company between the first (1 ^st ) day of the Performance Period and the termination event as soon as practicable following the later of Certification or the Participant’s death or permanent and total disability.

Leave of Absence:		In the event a Participant takes a leave of absence from the Company after the end of the Performance Period and prior to the Payment Date, the type of leave and time away from the Company may be taken into consideration for a prorated LTIP Payment at the discretion of the Committee.

Exchange Rates:		Neither LTIP Payments nor Operating Cash Flow will be adjusted for any fluctuating currency exchange rates.

Adjustments:		In the event of an accretive event, such as a stock buyback, or other events that might
		have an effect on the Operating Cash Flow, such as acquisition or purchase of products or technology, the Committee may at its discretion adjust the Operating Cash Flow to reflect the potential impact upon the Company’s financial performance consistent with generally accepted accounting principals and Accounting Principles Board Opinion No. 30.

Change of Control:		In the event of a Change of Control of the Company (as defined in the Company’s 2004 Equity Incentive Plan) (i) all unpaid LTIP Payments for the Performance Period (where the Performance Period has been completed and Certification has occurred prior to the Change of Control) and (ii) all Target LTIP Awards for the Performance Period (where the Performance Period has not been completed and Certification has not occurred prior to the Change of Control) whether or not 100% budgeted Operating Cash Flow has been attained for such Performance Period, shall be paid in full on the Change of Control.

LTIP Provisions:		This Plan is adopted under the Symantec Senior Executive Incentive Plan as amended and restated as of September 22, 2008 and approved by Symantec’s stockholders on September 22, 2008.

		Participation in the LTIP does not guarantee participation in other or future incentive plans. LTIP structures and participation will be determined on a year-to-year basis.

		The Company’s Board of Directors reserves the right to alter or cancel all or any portion of the LTIP for any reason at any time. The LTIP shall be administered by the Committee and the Committee shall have all powers and discretion necessary or appropriate to administer and interpret the LTIP.

		The Company’s Board of Directors reserves the right to modify or amend this LTIP or a Target LTIP Award under this LTIP with regard to Company performance in light of events outside the control of management and/or Participant.

Section 409A:		LTIP Payments shall be payable solely from the general assets of the Company. All LTIP Payments shall be paid to a Participant within two and one-half (2 ¹ / 2 ) months following the end of the Company’s fiscal year in which the Payment Date occurs.

Restatement of Financial Results:		If the Company’s financial statements are the subject of a restatement due to error or misconduct, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of excess incentive cash compensation paid under the LTIP to Participant for the Performance Period. For purposes of this LTIP, excess incentive cash compensation means the positive difference, if any, between (i) the LTIP Payment paid to the Participant and (ii) the LTIP Payment that would have been made to the Participant had the Operating Cash Flow been calculated based on the Company’s financial statements as restated. The Company will not be required to award Participant



Symantec Corporation	Proprietary and Confidential	3


		an additional LTIP Payment should the restated financial statements result in a higher LTIP Payment.

No Employment Rights:		A Participant’s employment with the Company shall be as an “at will” employee. Nothing in the LTIP shall either confer upon any Participant the right to continue in the employ of the Company or interfere with or restrict in any way the rights of the Company to discharge or change the terms of employment (or of any employment agreement) of any Participant at any time for any reason whatsoever, with or without cause.

Governing Law:		This LTIP shall be governed by the laws of the State of California.



Symantec Corporation	Proprietary and Confidential	4

Exhibit 10.04

Symantec Corporation
Deferred Compensation Plan

Symantec Corporation Deferred Compensation Plan

Restated and Amended January 1, 2008

Adopted December 17, 2008

Effective with respect to amounts
deferred on or after January 1, 2005

Symantec Corporation
Deferred Compensation Plan

TABLE OF CONTENTS


			Page
ARTICLE 1 Definitions			1

ARTICLE 2 Selection, Enrollment, Eligibility			7

2.1 Selection by Committee			7
2.2 Enrollment and Eligibility Requirements; Commencement of Participation			7

ARTICLE 3 Deferral Commitments/Amounts/Vesting/Crediting/Taxes			9

3.1 Maximum Deferral			9
3.2 Timing of Deferral Elections; Effect of Election Form			9
3.3 Withholding and Crediting of Annual Deferral Amounts			12
3.4 Vesting			12
3.5 Crediting/Debiting of Account Balances			12
3.6 FICA and Other Taxes			13

ARTICLE 4 Scheduled Distribution; Unforeseeable Emergencies			13

4.1 Scheduled Distributions			13
4.2 Postponing Scheduled Distributions			14
4.3 Other Benefits Take Precedence Over Scheduled Distributions			14
4.4 Unforeseeable Emergencies			14

ARTICLE 5 Change In Control Benefit			15

5.1 Change in Control Benefit			15
5.2 Payment of Change in Control Benefit			15

ARTICLE 6 Retirement Benefit			16

6.1 Retirement Benefit			16
6.2 Payment of Retirement Benefit			16

ARTICLE 7 Termination Benefit			17

7.1 Termination Benefit			17
7.2 Payment of Termination Benefit			17

ARTICLE 8 Disability Benefit			17

8.1 Disability Benefit			17
8.2 Payment of Disability Benefit			17

ARTICLE 9 Death Benefit			17

-i-

Symantec Corporation
Deferred Compensation Plan


			Page
9.1 Death Benefit			17
9.2 Payment of Death Benefit			17

ARTICLE 10 Beneficiary Designation			18

10.1 Beneficiary			18
10.2 Beneficiary Designation; Change; Spousal Consent			18
10.3 Acknowledgement			18
10.4 No Beneficiary Designation			18
10.5 Doubt as to Beneficiary			18
10.6 Discharge of Obligations			18

ARTICLE 11 Leave of Absence			19

11.1 Paid Leave of Absence			19
11.2 Unpaid Leave of Absence			19

ARTICLE 12 Termination of Plan, Amendment or Modification			19

12.1 Termination of Plan			19
12.2 Amendment			20
12.3 Election Form			20
12.4 Effect of Payment			20

ARTICLE 13 Administration			20

13.1 Committee Duties			20
13.2 Administration Upon Change In Control			20
13.3 Agents			20
13.4 Binding Effect of Decisions			21
13.5 Indemnity of Committee			21
13.6 Employer Information			21

ARTICLE 14 Other Benefits and Agreements			21

14.1 Coordination with Other Benefits			21

ARTICLE 15 Claims Procedures			21

15.1 Presentation of Claim			21
15.2 Notification of Decision			21
15.3 Review of a Denied Claim			22
15.4 Decision on Review			22
15.5 Legal Action			23

ARTICLE 16 Trust			23

-ii-

Symantec Corporation
Deferred Compensation Plan


			Page
16.1 Establishment of the Trust			23
16.2 Interrelationship of the Plan and the Trust			23
16.3 Distributions From the Trust			23

ARTICLE 17 Miscellaneous			23

17.1 Compliance with 409A			23
17.2 Status of the Plan			24
17.3 Unsecured General Creditor			24
17.4 Employer’s Liability			24
17.5 Nonassignability			24
17.6 Not a Contract of Employment			24
17.7 Furnishing Information			24
17.8 Terms			25
17.9 Captions			25
17.10 Governing Law			25
17.11 Notice			25
17.12 Successors			25
17.13 Spouse’s Interest			25
17.14 Validity			25
17.15 Incompetent			25
17.16 Domestic Relations Orders			26
17.17 Distribution in the Event of Income Inclusion Under Code Section 409A			26
17.18 Deduction Limitation on Benefit Payments			26
17.19 Lost Participants or Beneficiaries			26

APPENDIX A LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS			28

-iii-

Symantec Corporation
Deferred Compensation Plan

Purpose

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who
contribute materially to the continued growth, development and future business success of Symantec Corporation, a Delaware corporation. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

The terms of this Plan shall govern all amounts deferred on or after January 1, 2005. All amounts deferred prior to January 1, 2005, under the Symantec Corporation Deferred Compensation Plan originally adopted November 7, 1996, as amended (“Frozen Plan”), shall continue to be governed by the terms of the Frozen Plan and will be held in a Participant’s Grandfathered Accounts. This Plan as restated and amended effective January 1, 2008, is intended to comply with all applicable law, including Code Section 409A and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention. In order to transition to the requirements of Code Section 409A and related Treasury Regulations, the Committee may make available to Participants certain transition relief provided under Notices 2006-79 and 2007-86, as described more fully in Appendix A of this Plan.

ARTICLE 1
Definitions

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1		“Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. The Account Balance shall segregate the Grandfathered Accounts from the deferrals made after December 31, 2004, for bookkeeping purposes, and the portion of the Account Balance attributable to Grandfathered Accounts shall be distributed in accordance with the terms of the Frozen Plan.

1.2		“Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of (a) the Participant’s Annual Deferral Amount, if any, for any one Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this Plan, less (c) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.3		“Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus and Commissions that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year.

1.4		“Annual Installment Method” shall mean the method used to determine the amount of each payment due to a Participant who has elected to receive a benefit over a period of years in accordance with the applicable provisions of the Plan. The amount of each annual payment due

Symantec Corporation
Deferred Compensation Plan

		to the Participant shall be calculated by multiplying the balance of the Participant’s benefit by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant. The amount of the first annual payment shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, and the amount of each subsequent annual payment shall be calculated on or around each anniversary of such Benefit Distribution Date. For purposes of this Plan, the right to receive a benefit payment in annual installments shall be treated as the entitlement to a single payment.

1.5		“Base Salary” shall mean the annual cash compensation relating to services performed during any calendar year, including wages, overtime, bonuses, commissions, tips and other compensation reported on Form W-2, excluding stock options, relocation expenses, incentive payments, non-monetary awards, fringe benefits and allowances that are paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income), and that are treated by the Employer as Base Salary for purposes of the Plan. Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of the Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

1.6		“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 10, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.7		“Beneficiary Designation Form” shall mean the form established from time to time by the Committee, which may be electronic in format, that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.8		“Benefit Distribution Date” shall mean the date upon which all or an objectively determinable portion of a Participant’s vested benefits will become eligible for distribution. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles 4 through 9, as applicable.

1.9		“Board” shall mean the board of directors of the Company.

1.10		“Bonus” shall mean any compensation, annual or long-term incentive amounts, or variable pay, in addition to Base Salary and Commissions, earned by a Participant under the Employer’s annual bonus, variable pay and/or cash incentive plans.

1.11		“Change in Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, as determined in accordance with this Section.

		In determining whether an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, the following provisions shall apply:

Symantec Corporation
Deferred Compensation Plan

	(a)		A “change in the ownership” of the Company shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of the Company, or to have effective control of the Company within the meaning of part (b) of this Section, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the ownership” of the Company.

	(b)		A “change in the effective control” of the Company shall occur on either of the following dates:

	(i)		The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). If a person or group is considered to possess 30% or more of the total voting power of the stock of the Company, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the effective control” of the Company; or

	(ii)		The date on which a majority of the members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). In determining whether the event described in the preceding sentence has occurred, the applicable corporation to which the event must relate shall only include a corporation identified in accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other corporation is a majority shareholder.

(c)

A “change in the ownership of a substantial portion of the assets” of the Company shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in the ownership of a substantial portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the transferor corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).

1.12

“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

Symantec Corporation
Deferred Compensation Plan

1.13		“Commissions” shall mean the cash commissions earned by a Participant during a Plan Year or the Employer’s Fiscal Year, as determined in accordance with Code Section 409A and related Treasury Regulations.

1.14		“Committee” shall mean the committee described in Article 13.

1.15		“Company” shall mean Symantec Corporation, a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

1.16		“Director” shall mean any member of the board of directors of any Employer.

1.17		“Disability” or “Disabled” shall mean that a Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. A Participant shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of the Employer, provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section.

1.18		“Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs, transmits, authorizes and returns to the Committee, which may be in electronic format, to make an election under the Plan and shall evidence the terms of the Plan. Unless otherwise provided in this Plan herein or determined by the Committee, the most recent Election Form accepted with respect to a Participant shall supersede any prior Election Forms for such Participant with respect to future deferrals.

1.19		“Employee” shall mean a person who is an employee of an Employer.

1.20		“Employer” shall mean the Company and/or any of its subsidiaries that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor. For purposes of determining whether a Participant has experienced a Separation from Service, “Employer” shall be defined consistent with Treas. Reg. § 1.409A-1(h)(3).

1.21		“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.22		“Fiscal Year” shall mean the fiscal year of the Company, as may be changed from time to time.

1.23		“Grandfathered Account(s)” shall mean amounts deferred (including earnings thereon) that were earned and vested prior to January 1, 2005 and that are not intended to be subject to Code Section 409A in accordance with Treas. Reg. § 1.409A-6(a)(2). Such amounts are accounted for separate and apart from a Participant’s Account Balance and are governed by the terms of the Frozen Plan.

Symantec Corporation
Deferred Compensation Plan

1.24		“401(k) Plan” shall mean a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto.

1.25		“Participant” shall mean any Employee (a) who is eligible to participate in the Plan, and (b) whose executed Election Form and Beneficiary Designation Form are accepted by the Committee.

1.26		“Performance-Based Compensation” shall mean compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e).

1.27		“Plan” shall mean the Symantec Corporation Deferred Compensation Plan, which shall govern amounts deferred on or after January 1, 2005, and which, as restated and amended as of January 1, 2008, is evidenced by this instrument, as it may be amended from time to time, and by any other documents that together with this instrument define a Participant’s rights to amounts credited to his or her Account Balance.

1.28		“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.29		“Retirement,” “Retire(s)” or “Retired” shall mean a Separation from Service on or after the attainment of age 65.

1.30		“Separation from Service” shall mean a termination of services provided by a Participant to the Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

	(a)		For a Participant who provides services to the Employer as an Employee, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur when such Participant has experienced a termination of employment with the Employer. A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Participant and the Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an Employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Participant (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

			If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or

Symantec Corporation
Deferred Compensation Plan

			other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

	(b)		For a Participant who provides services to the Employer as an independent contractor, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for the Employer, provided that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the Participant and the Employer.

	(c)		For a Participant who provides services to the Employer as both an Employee and an independent contractor , a Separation from Service generally shall not occur until the Participant has ceased providing services for the Employer as both as an Employee and as an independent contractor, as determined in accordance with the provisions set forth in parts (a) and (b) of this Section, respectively. Similarly, if a Participant either (i) ceases providing services for the Employer as an independent contractor and begins providing services for the Employer as an Employee, or (ii) ceases providing services for the Employer as an Employee and begins providing services for the Employer as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services for the Employer in both capacities, as determined in accordance with the applicable provisions set forth in parts (a) and (b) of this Section.

			Notwithstanding the foregoing provisions in this part (c), if a Participant provides services for the Employer as both an Employee and as a Director, to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a Director shall not be taken into account in determining whether the Participant has experienced a Separation from Service as an Employee.

1.31

“Specified Employee” shall mean any Participant who is determined to be a “key employee” (as defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable period, as determined annually by the Committee in accordance with Treas. Reg. §1.409A-1(i). In determining whether a Participant is a Specified Employee, the following provisions shall apply:

(a)

The Committee’s identification of the individuals who fall within the definition of “key employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon the 12-month period ending on each December 31 ^st (referred to below as the “identification date”). In applying the applicable provisions of Code Section 416(i) to identify such individuals, “compensation” shall be determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the elective special timing rules provided in Treas. Reg.

Symantec Corporation
Deferred Compensation Plan

			§1.415(c)-2(e), and (iii) any of the elective special rules provided in Treas. Reg. §1.415(c)-2(g); and

	(b)		Each Participant who is among the individuals identified as a “key employee” in accordance with part (a) of this Section shall be treated as a Specified Employee for purposes of this Plan if such Participant experiences a Separation from Service during the 12-month period that begins on the April 1 ^st following the applicable identification date.

1.32		“Trust” shall mean one or more trusts established by the Company in accordance with Article 16.

1.33		“Unforeseeable Emergency” shall mean a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(B) thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on the relevant facts and circumstances in accordance with Treas. Reg. Section 1.409A-3(i)(3).

1.34		“Years of Service” shall mean the total number of full years in which a Participant has been employed by the Employer. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. A partial year of employment shall not be treated as a Year of Service.

ARTICLE 2

Selection, Enrollment, Eligibility

2.1		Selection by Committee . Participation in the Plan shall be limited to a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan.

2.2		Enrollment and Eligibility Requirements; Commencement of Participation .

	(a)		As a condition to participation, each selected Employee shall enroll once they complete, execute and return to the Election Form and a Beneficiary Designation Form by the deadline(s) established by the Committee in accordance with the applicable provisions of this Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

	(b)		Each selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines that the Employee (i) has met all enrollment requirements set forth in this Plan and required by the Committee, including (a) being either an Executive staff member or in salary grades 13 (or equivalent) and above, (b) earning more than $150,000 per year, and (c) receiving written notice of his or her eligibility, and (ii) has returned all required documents to the Committee within the specified time period. Nonresident aliens shall not be eligible to

Symantec Corporation
Deferred Compensation Plan

			participate in the Plan unless specifically permitted by the Committee. To the extent the Committee, in its sole discretion, revises the eligibility criteria, it shall notify Employees in writing.

	(c)		If an Employee fails to meet all requirements established by the Committee within the period required, that Employee shall not be eligible to participate in the Plan during such Plan Year.

Symantec Corporation
Deferred Compensation Plan

ARTICLE 3
Deferral Commitments/ Amounts/Vesting/Crediting/Taxes

3.1

Maximum Deferral

(a)

Annual Deferral Amount . For each Plan Year beginning on or after January 1, 2006, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus and/or Commissions up to the following maximum percentages for each deferral elected:


		Maximum Deferral
Deferral		Percentage
Base Salary		75%
Bonus		100%
Commissions		100%

	(b)		2005 Deferral Amount . For the 2005 Plan Year, a Participant was able to elect to defer, as his or her Annual Deferral Amount, 50% of Base Salary, Bonus and/or Commissions.

	(c)		Mid-Year Initial Deferral Amount . Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, then to the extent required by Section 3.2 and Code Section 409A and related Treasury Regulations, the maximum amount of the Participant’s Base Salary, Bonus or Commissions that may be deferred by the Participant for the Plan Year shall be determined by applying the percentages set forth in Section 3.1(a) to the portion of such compensation attributable to services performed after the date that the Participant’s deferral election is made.

3.2

Timing of Deferral Elections; Effect of Election Form .

	(a)		General Timing Rule for Deferral Elections . Except as otherwise provided in this Section 3.2, in order for a Participant to make a valid election to defer Base Salary, Bonus and/or Commissions, the Participant must submit an Election Form on or before the deadline established by the Committee, which in no event shall be later than the December 31 ^st preceding the Plan Year in which such compensation will be earned.

			Any deferral election made in accordance with this Section 3.2(a) shall be irrevocable as of the December 31 ^st preceding the Plan Year in which such Base Salary, Bonus and/or Commissions are earned.

			Any deferral election for Bonus and/or Commissions that qualifies as Fiscal Year Compensation made in accordance with this Section 3.2(a) shall be irrevocable; provided, however, that the Committee may permit a Participant to make an irrevocable deferral election for an amount that qualifies as Fiscal Year Compensation, as described in Section 3.2(c) below, until no later than the last day of the Employer’s immediately preceding Fiscal Year.

Symantec Corporation
Deferred Compensation Plan

			Any deferral election for an amount that qualifies as Performance-Based Compensation shall be irrevocable; provided, however, that if the Committee permits or requires Participants to make a deferral election by the deadline described above for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change his or her deferral election for such compensation by submitting a new Election Form in accordance with Section 3.2(d) below.

			Notwithstanding anything herein to the contrary, all deferral elections shall conform to, and be made in accordance with the requirements of Code Section 409A. In no event may a deferral election with respect to Base Salary, Bonus and/or Commissions be made after the last date that such deferral election can be made in order to comply with the provisions of Code Section 409A and related Treasury Regulations.

	(b)		Timing of Deferral Elections for Newly Eligible Plan Participants . A selected Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election to defer the portion of Base Salary, Bonus and/or Commissions attributable to services to be performed after such election, provided that the Participant submits an Election Form on or before the deadline established by the Committee, which in no event shall be later than 30 days after the Participant first becomes eligible to participate in the Plan.

			If a deferral election made in accordance with this Section 3.2(b) relates to compensation earned based upon a specified performance period, the amount eligible for deferral shall be equal to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period.

			Any deferral election made in accordance with this Section 3.2(b) shall become irrevocable no later than the 30 ^th day after the date the selected Employee becomes eligible to participate in the Plan.

	(c)		Timing of Deferral Elections for Fiscal Year Compensation . In the event that the Fiscal Year of the Employer is different than the taxable year of a Participant, the Committee may determine that a deferral election may be made for “Fiscal Year Compensation” (as defined below), by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than the last day of the Employer’s Fiscal Year immediately preceding the Fiscal Year in which the services related to such compensation will begin to be performed. For purposes of this Section, the term “Fiscal Year Compensation” shall include Bonus or Commissions relating to a service period coextensive with one or more consecutive Fiscal Years of the Employer, of which no amount is paid or payable during the Employer’s Fiscal Year(s) that constitute the service period. A deferral election made in accordance with this Section 3.2(c) shall be irrevocable as of the last day of the immediately preceding Fiscal Year(s) to which the deferral election applies. deadline established by the Committee in

Symantec Corporation
Deferred Compensation Plan

			the preceding paragraph, which in no event shall be later than the last day of the immediately preceding Fiscal Year.

			A deferral election made in accordance with this Section 3.2(c) shall be irrevocable; provided, however, that if the Committee permits or requires Participants to make a deferral election by the deadline described in this Section 3.2(c) for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change his or her deferral election for such compensation by submitting a new Election Form in accordance with 3.2(d) below.

	(d)		Timing of Deferral Elections for Performance-Based Compensation . Subject to the limitations described below, the Committee may determine that an irrevocable deferral election for an amount that qualifies as Performance-Based Compensation may be made by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than 6 months before the end of the performance period.

			In order for a Participant to be eligible to make a deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this Section 3.2 Error! Reference source not found. , the Participant must have performed services continuously from the later of (i) the beginning of the performance period for such compensation, or (ii) the date upon which the performance criteria for such compensation are established, through the date upon which the Participant makes the deferral election for such compensation. In no event shall a deferral election submitted under this Section 3.2 Error! Reference source not found. be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable.

	(e)		Grandfathered Elections . Participant elections with respect to deferrals of amounts earned and vested before January 1, 2005 shall remain in effect for such amounts (any earnings thereon) and, thus, such amounts (and any earnings thereon) and elections are not subject to the deferred compensation rules under Code Section 409A. Such amounts will be held in a Participant’s Grandfathered Account.

	(f)		Effect of Election on Deferrals . The Participant’s deferral election shall be calculated with respect to the Base Salary, Bonus and/or Commissions payable to the Participant after any amounts for other deductions or withholdings, but shall be reduced by the Committee as necessary so that it does not exceed 75% of the Base Salary and 100% of Bonus and/or Commissions of the Participant remaining after deduction of all required income and employment taxes, 401(k) and other employee benefit deductions, and other deductions required by law. Notwithstanding anything herein to the contrary, any changes to 401(k) deferrals and other payroll withholdings made or effective after December 31 ^st of a Plan Year or the last day of the immediately preceding Fiscal Year, if such later deferral is permitted by the Committee, that would affect the amount of Base Salary, Bonus and/or Commissions being deferred to the Plan (or any other changes that would cause a deferral election to be treated as being revocable for purposes of Code Section 409A, or which would otherwise cause a deferral election or the terms of the Plan to violate 409A) shall be disregarded for purposes of the Plan and shall not become effective under the Plan until the first day of the Plan Year or Fiscal Year for which a new deferral election could be effective under Section 3.2(a).

Symantec Corporation
Deferred Compensation Plan

3.3		Withholding and Crediting of Annual Deferral Amounts . For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus and/or Commissions portion of the Annual Deferral Amount shall be withheld at the time the Bonus or Commissions are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant.

3.4		Vesting . A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to Annual Deferral Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.5.

3.5		Crediting/Debiting of Account Balances . In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

	(a)		Measurement Funds . A Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion, which are based on certain mutual funds (the “Measurement Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund.

	(b)		Election of Measurement Funds . A Participant, in connection with his or her initial deferral election in accordance with Section 3.2 above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.5(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined by the Committee, in its sole discretion. The Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations on the frequency with which one or more of the Measurement Funds elected in accordance with this Section 3.5(b) may be added or deleted by such Participant; furthermore, the Committee, in its sole discretion, may impose limitations on the frequency with which the Participant may change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund.

Symantec Corporation
Deferred Compensation Plan

	(c)		Proportionate Allocation . In making any election described in Section 3.5(b) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated.

	(d)		Crediting or Debiting Method . The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant.

	(e)		No Actual Investment . Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

3.6

FICA and Other Taxes .

	(a)		Annual Deferral Amounts . For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Employer shall withhold from that portion of the Participant’s Base Salary, Bonus and/or Commissions that is not being deferred, in a manner determined by the Employer, the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.6.

	(b)		Distributions . The Employer, or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer, or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer and the trustee of the Trust.

ARTICLE 4
Scheduled Distribution; Unforeseeable Emergencies

4.1

Scheduled Distributions . In connection with each election to defer an Annual Deferral Amount, a Participant may elect to receive all or a portion of such Annual Deferral Amount, plus amounts credited or debited on that amount pursuant to Section 3.5, in the form of a lump sum payment or installments, as elected by the Participant (a “Scheduled Distribution”). The lump sum payment shall be calculated as of the close of business on or around the Benefit Distribution Date designated by the Participant in accordance with this Section. The Participant may elect

Symantec Corporation
Deferred Compensation Plan

		installments of Scheduled Distributions in accordance with the Annual Installment Method of 5, 10 or 15 years. The Benefit Distribution Date for the amount subject to a Scheduled Distribution election shall be the first day of any Plan Year designated by the Participant, which may be no sooner than 5 Plan Years after the end of the Plan Year to which the Participant’s deferral election relates, unless otherwise provided on an Election Form approved by the Committee.

		Subject to the other terms and conditions of this Plan, each Scheduled Distribution elected shall be paid out during a 60 day period commencing immediately after the Benefit Distribution Date. By way of example, if a Scheduled Distribution is elected for Annual Deferral Amounts that are earned in the Plan Year commencing January 1, 2008, the earliest Benefit Distribution Date that may be designated by a Participant would be January 1, 2014, and the Scheduled Distribution would be paid out during the 60 day period commencing immediately after such Benefit Distribution Date.

4.2		Postponing Scheduled Distributions . A Participant may elect to postpone a Scheduled Distribution described in Section 4.1 above, and have such amount paid out during a 60 day period commencing immediately after an allowable alternative Benefit Distribution Date designated in accordance with this Section 4.2. In order to make such an election, the Participant must submit an Election Form to the Committee in accordance with the following criteria:

	(a)		The election of the new Benefit Distribution Date shall have no effect until at least 12 months after the date on which the election is made;

	(b)		The new Benefit Distribution Date selected by the Participant for such Scheduled Distribution must be the first day of a Plan Year that is no sooner than 5 years after the previously designated Benefit Distribution Date; and

	(c)		The election must be made at least 12 months prior to the Participant’s previously designated Benefit Distribution Date for such Scheduled Distribution.

		For purposes of applying the provisions of this Section 4.2, a Participant’s election to postpone a Scheduled Distribution shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Participant’s previously designated Benefit Distribution Date for such Scheduled Distribution. An election to postpone a Scheduled Distribution is specific to the Annual Account or payment event to which it applies, and shall not be construed to affect the Scheduled Distribution of any other accounts. Notwithstanding anything herein to the contrary, any election to postpone a Scheduled Distribution shall be made in accordance with the requirements of Code Section 409A.

4.3		Other Benefits Take Precedence Over Scheduled Distributions . Should an event occur prior to any Benefit Distribution Date designated for a Scheduled Distribution that would trigger a benefit under Articles 5 through 9, as applicable, all amounts subject to a Scheduled Distribution election shall be paid in accordance with the other applicable provisions of the Plan and not in accordance with this Article 4.

Symantec Corporation
Deferred Compensation Plan

4.4

Unforeseeable Emergencies .

	(a)		If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a distribution event described in Articles 5 through 9, as applicable, the Participant may petition the Committee to receive a partial or full payout from the Plan. The payout, if any, from the Plan shall not exceed the lesser of (i) the Participant’s vested Account Balance, calculated as of the close of business on or around the Benefit Distribution Date for such payout, as determined by the Committee in accordance with provisions set forth below, or (ii) the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated as a result of the distribution. A Participant shall not be eligible to receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (C) by cessation of deferrals under this Plan.

			If the Committee, in its sole discretion, approves a Participant’s petition for payout from the Plan, the Participant’s Benefit Distribution Date for such payout shall be the date on which such Committee approval occurs and such payout shall be distributed to the Participant in a lump sum no later than 60 days after such Benefit Distribution Date. In addition, in the event of such approval the Participant’s outstanding deferral elections under the Plan shall be cancelled.

	(b)		A Participant’s deferral elections under this Plan shall also be cancelled to the extent the Committee determines that such action is required for the Participant to obtain a hardship distribution from the Employer’s 401(k) Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3).

ARTICLE 5

Change in Control Benefit

5.1		Change in Control Benefit . A Participant, in connection with his or her commencement of participation in the Plan, shall have an opportunity to irrevocably elect to receive his or her vested Account Balance in the form of a lump sum payment in the event that a Change in Control occurs prior to the Participant’s Separation from Service, Disability or death (the “Change in Control Benefit”). The Benefit Distribution Date for the Change in Control Benefit, if any, shall be the date on which the Change in Control occurs.

		If a Participant elects not to receive a Change in Control Benefit, or fails to make an election in connection with his or her commencement of participation in the Plan, the Participant’s Account Balance shall be paid in accordance with the other applicable provisions of the Plan.

5.2		Payment of Change in Control Benefit . The Change in Control Benefit, if any, shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee, and paid to the Participant no later than 60 days after the Participant’s Benefit Distribution Date.

Symantec Corporation
Deferred Compensation Plan

ARTICLE 6
Retirement Benefit

6.1		Retirement Benefit . If a Participant experiences a Separation from Service that qualifies as a Retirement, the Participant shall be eligible to receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the Participant in accordance with Section 6.2 (the “Retirement Benefit”). A Participant’s Retirement Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit, which shall be (i) the first day after the end of the 6-month period immediately following the date on which the Participant experiences such Separation from Service if the Participant is a Specified Employee, and (ii) for all other Participants, the date on which the Participant experiences a Separation from Service; provided, however, if a Participant changes the form of distribution for one or more Annual Accounts in accordance with Section 6.2(b), the Benefit Distribution Date for the Annual Account(s) subject to such change shall be determined in accordance with Section 6.2(b).

6.2		Payment of Retirement Benefit .

	(a)		In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the form in which his or her Annual Account for such Plan Year will be paid. The Participant may elect to receive each Annual Account in the form of a lump sum or pursuant to an Annual Installment Method of 5, 10, or 15 years. If a Participant does not make any election with respect to the payment of an Annual Account, then the Participant shall be deemed to have elected to receive such Annual Account as a lump sum.

	(b)		A Participant may change the form of payment for an Annual Account by submitting an Election Form to the Committee in accordance with the following criteria:

	(i)		The election shall not take effect until at least 12 months after the date on which the election is made;

	(ii)		The new Benefit Distribution Date for such Annual Account shall be 5 years after the Benefit Distribution Date that would otherwise have been applicable to such Annual Account; and

	(iii)		The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to such Annual Account.

For purposes of applying the provisions of this Section 6.2(b), a Participant’s election to change the form of payment for an Annual Account shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to such Annual Account. Subject to the requirements of this Section 6.2(b), the Election Form most recently accepted by the Committee that has become effective for an Annual Account shall govern the form of payout of such Annual Account.

Symantec Corporation
Deferred Compensation Plan

(c)

The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the applicable Benefit Distribution Date. Remaining installments, if any, shall continue in accordance with the Participant’s election for each Annual Account and shall be paid no later than 60 days after each anniversary of the Benefit Distribution Date.

ARTICLE 7
Termination Benefit

7.1		Termination Benefit . If a Participant experiences a Separation from Service that does not qualify as a Retirement, the Participant shall receive his or her vested Account Balance in the form of a lump sum payment (the “Termination Benefit”). A Participant’s Termination Benefit shall be calculated as of the close of business on or around the Benefit Distribution Date for such benefit, which shall be (i) the first day after the end of the 6-month period immediately following the date on which the Participant experiences such Separation from Service if the Participant is a Specified Employee, and (ii) for all other Participants, the date on which the Participant experiences a Separation from Service.

7.2		Payment of Termination Benefit . The Termination Benefit shall be paid to the Participant no later than 60 days after the Participant’s Benefit Distribution Date.

ARTICLE 8
Disability Benefit

8.1		Disability Benefit . If a Participant becomes Disabled prior to the occurrence of a distribution event described in Articles 5 through 7, as applicable, the Participant shall receive his or her vested Account Balance in the form of a lump sum payment (the “Disability Benefit”). The Disability Benefit shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date for such benefit, which shall be the date on which the Participant becomes Disabled.

8.2		Payment of Disability Benefit . The Disability Benefit shall be paid to the Participant no later than 60 days after the Participant’s Benefit Distribution Date.

ARTICLE 9
Death Benefit

9.1		Death Benefit . In the event of a Participant’s death prior to the complete distribution of his or her vested Account Balance, the Participant’s Beneficiary(ies) shall receive the Participant’s unpaid vested Account Balance in a lump sum payment (the “Death Benefit”). The Death Benefit shall be calculated as of the close of business on or around the Benefit Distribution Date for such benefit, which shall be the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death.

9.2		Payment of Death Benefit . The Death Benefit shall be paid to the Participant’s Beneficiary(ies) no later than 60 days after the Participant’s Benefit Distribution Date.

Symantec Corporation
Deferred Compensation Plan

ARTICLE 10
Beneficiary Designation

10.1		Beneficiary . Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of the Employer in which the Participant participates.

10.2		Beneficiary Designation; Change; Spousal Consent . A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, the Committee may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Committee, executed by such Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

10.3		Acknowledgment . No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

10.4		No Beneficiary Designation . If a Participant fails to designate a Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate.

10.5		Doubt as to Beneficiary . If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

10.6		Discharge of Obligations . The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Employer and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Election Form shall terminate upon such full payment of benefits. In addition, if the Employer shall find that any person to whom any amount is or was payable hereunder is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then the Employer, if it so elects, may direct that any payment due him or her or his or her estate (unless a prior claim therefore has been made by a duly appointed legal representative) or any part thereof, be paid or applied for the benefit of such person (or such person’s spouse, children or other dependents), to an institution maintaining or having custody of such person, or to any other person deemed by the Employer to be a proper recipient on behalf of such person otherwise entitled to payment, or any of them, in such manner

Symantec Corporation
Deferred Compensation Plan

and proportion as the Employer may deem proper. Any such payment shall be in full and complete discharge of the Employer’s obligation under this Plan.

ARTICLE 11
Leave of Absence

11.1		Paid Leave of Absence . If a Participant is authorized by the Employer to take a paid leave of absence, and such leave of absence does not constitute a Separation from Service, (a) the Participant shall continue to be considered eligible for the benefits provided under the Plan, and (b) the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.2.

11.2		Unpaid Leave of Absence . If a Participant is authorized by the Employer to take an unpaid leave of absence for any reason, and such leave of absence does not constitute a Separation from Service, such Participant shall continue to be eligible for the benefits provided under the Plan. During the unpaid leave of absence, the Participant shall not be allowed to make any additional deferrals. However, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.2 above.

ARTICLE 12
Termination of Plan, Amendment or Modification

12.1

Termination of Plan . Although the Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Employer reserves the right to terminate the Plan with respect to all of its Participants. In the event of a Plan termination no new deferral elections shall be permitted for the affected Participants. However, after the Plan termination the Account Balances of such Participants shall continue to be credited with Annual Deferral Amounts attributable to a deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with Code Section 409A and related Treasury Regulations, and additional amounts shall continue to credited or debited to such Participants’ Account Balances pursuant to Section 3.5. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which the Plan termination is effective. In addition, following a Plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed until such amounts become eligible for distribution in accordance with the other applicable provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may provide that upon termination of the Plan, all Account Balances of the Participants shall be distributed in a lump sum, subject to and in accordance with any rules established by the Employer deemed necessary to comply with the applicable requirements and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).

Symantec Corporation
Deferred Compensation Plan

12.2		Amendment . The Employer may, at any time, amend or modify the Plan in whole or in part. Notwithstanding the foregoing, (i) no amendment or modification shall be effective to decrease the value of a Participant’s vested Account Balance in existence at the time the amendment or modification is made, and (ii) no amendment or modification of this Section 12.2 or Section 13.2 of the Plan shall be effective.

12.3		Election Form . Despite the provisions of Sections 12.1, if a Participant’s Election Form or any other employee communication contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions with the written consent of the Participant.

12.4		Effect of Payment . The full payment of the Participant’s vested Account Balance in accordance with the applicable provisions of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan, and the Participant’s Election Form shall terminate.

ARTICLE 13
Administration

13.1		Committee Duties . Except as otherwise provided in this Article 13, this Plan shall be administered by the Employee Benefits Administrative Committee, which members shall be appointed by the Board. Members of the Committee may be Participants under this Plan, including Board members that are employees. The Committee shall also have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan, and (b) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

13.2		Administration Upon Change In Control . Within 120 days following a Change in Control, the individuals who comprised the Committee immediately prior to the Change in Control (whether or not such individuals are members of the Committee following the Change in Control) may, by written consent of the majority of such individuals, appoint an independent third party administrator (the “Administrator”) to perform any or all of the Committee’s duties described in Section 13.1 above, including without limitation, the power to determine any questions arising in connection with the administration or interpretation of the Plan, and the power to make benefit entitlement determinations. Upon and after the effective date of such appointment, (a) the Company must pay all reasonable administrative expenses and fees of the Administrator, and (b) the Administrator may only be terminated with the written consent of the majority of Participants with an Account Balance in the Plan as of the date of such proposed termination.

13.3		Agents . In the administration of this Plan, the Committee or the Administrator, as applicable, may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel.

Symantec Corporation
Deferred Compensation Plan

13.4		Binding Effect of Decisions . The decision or action of the Committee or Administrator, as applicable, with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

13.5		Indemnity of Committee . The Employer shall indemnify and hold harmless the members of the Committee, any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, the Employee or the Administrator.

13.6		Employer Information . To enable the Committee and/or Administrator to perform its functions, the Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants, the date and circumstances of the Separation from Service, Disability or death of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE 14
Other Benefits and Agreements

14.1

Coordination with Other Benefits . The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

ARTICLE 15
Claims Procedures

15.1		Presentation of Claim . Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

15.2		Notification of Decision . The Committee shall consider a Claimant’s claim within a reasonable time, but no later than 90 days after receiving the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90 day period. In no event shall such extension exceed a period of 90 days from the end of the initial period. In the event of a claim based upon a Disability, the Committee shall respond within 45 days of receiving the Disability claim and the extension of time for processing the Disability claim may

Symantec Corporation
Deferred Compensation Plan

not exceed 30 days. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. The Committee shall notify the Claimant in writing:

	(a)		that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

	(b)		that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

	(i)		the specific reason(s) for the denial of the claim, or any part of it;

	(ii)		specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

	(iii)		a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;

	(iv)		an explanation of the claim review procedure set forth in Section 15.3 below; and

	(v)		a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

15.3

Review of a Denied Claim . On or before 60 days after receiving a notice from the Committee that a claim has been denied (180 days for a Disability claim), in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. The Claimant (or the Claimant’s duly authorized representative):

	(a)		may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claim for benefits;

	(b)		may submit written comments or other documents; and/or

	(c)		may request a hearing, which the Committee, in its sole discretion, may grant.

15.4

Decision on Review . The Committee shall render its decision on review promptly, and no later than 60 days after the Committee receives the Claimant’s written request for a review of the denial of the claim. If the Committee determines that special circumstances require an extension of time for processing the review of the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60 day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. In the case of a Disability claim, the Committee shall render a final decision no later than 45 days after the Committee receives the Claimant’s written request for a review of the denial of the claim. The extension of time for reviewing a Disability claim shall not exceed 90 days. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. In rendering its decision, the Committee shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was

Symantec Corporation
Deferred Compensation Plan

submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

	(a)		specific reasons for the decision;

	(b)		specific reference(s) to the pertinent Plan provisions upon which the decision was based;

	(c)		a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and

	(d)		a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

15.5

Legal Action . A Claimant’s compliance with the foregoing provisions of this Article 15 is a mandatory prerequisite to exhaustion of his or her administrative remedies and a Claimant’s right to commence any legal action, including any arbitration, with respect to any claim for benefits under this Plan.

ARTICLE 16
Trust

16.1		Establishment of the Trust . In order to provide assets from which to fulfill its obligations to the Participants and their Beneficiaries under the Plan, the Company may establish a trust by a trust agreement with a third party, the trustee, to which the Employer may, in its discretion, contribute cash or other property, including securities issued by the Company, to provide for the benefit payments under the Plan (the “Trust”).

16.2		Interrelationship of the Plan and the Trust . The provisions of the Plan and the Election Form shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employer, Participants and the creditors of the Employer to the assets transferred to the Trust. The Employer shall at all times remain liable to carry out its obligations under the Plan.

16.3		Distributions From the Trust . The Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.

ARTICLE 17
Miscellaneous

17.1

Compliance with 409A . The Plan, including all deferral decisions or elections and all distributions hereunder, shall be administered and interpreted (a) to the extent possible in a manner consistent with the intent described in the preceding sentence, and (b) in accordance with Code Section 409A and related Treasury guidance and Regulations, and if any provision of the Plan is subject to more than one interpretation or construction, such ambiguity shall be resolved in favor of the interpretation or construction which is consistent with the Plan complying with the provisions of Code Section 409A. The Company makes no representations as to the tax consequences of the deferrals under the Plan (including, without limitation, under Code Section 409A). Participants are solely responsible for any and all income, excise or other taxes imposed

Symantec Corporation
Deferred Compensation Plan

on a Participant with respect to participation in the Plan (and deferrals made under the Plan). Notwithstanding anything herein to the contrary, no amount of “deferred compensation” (within the meaning of Code Section 409A) shall be paid earlier than the earliest date permitted under Code Section 409A, and all deferral decisions or elections made hereunder shall be made in accordance with the provisions of Code Section 409A.

17.2		Status of the Plan . The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).

17.3		Unsecured General Creditor . Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Employer. For purposes of the payment of benefits under this Plan, any and all of the Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

17.4		Employer’s Liability . The Employer’s liability for the payment of benefits shall be defined only by the Plan and the Election Form, as entered into between the Employer and a Participant. The Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Election Form.

17.5		Nonassignability . Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

17.6		Not a Contract of Employment . The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Employer or to interfere with the right of the Employer to discipline or discharge the Participant at any time.

17.7		Furnishing Information . A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

Symantec Corporation
Deferred Compensation Plan

17.8		Terms . Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

17.9		Captions . The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

17.10		Governing Law . Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of California without regard to its conflicts of laws principles.

17.11		Notice . Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Symantec Corporation
Attn: Global Benefits Department
20330 Stevens Creek Blvd.
Cupertino, California 95014

		Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

		Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

17.12		Successors . The provisions of this Plan shall bind and inure to the benefit of the Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

17.13		Spouse’s Interest . The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

17.14		Validity . In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

17.15		Incompetent . If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

Symantec Corporation
Deferred Compensation Plan

17.16		Domestic Relations Orders . If necessary to comply with a domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan, the Committee shall have the right to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to such spouse or former spouse as permitted by Treas. Reg. 1.409A-2(b)(4).

17.17		Distribution in the Event of Income Inclusion Under Code Section 409A . If any portion of a Participant’s Account Balance under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of (i) the portion of his or her Account Balance required to be included in income as a result of the failure of the Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, or (ii) the unpaid vested Account Balance.

17.18		Deduction Limitation on Benefit Payments . If the Employer reasonably anticipates that the Employer’s deduction with respect to any distribution from this Plan would be limited or eliminated by application of Code Section 162(m), then to the extent permitted by Treas. Reg. §1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the entire amount of any distribution from this Plan is deductible. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited/debited with additional amounts in accordance with Section 3.5. The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the event of the Participant’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m). In the event that such date is determined to be after a Participant’s Separation from Service and the Participant to whom the payment relates is determined to be a Specified Employee, then to the extent deemed necessary to comply with Treas. Reg. §1.409A-3(i)(2), the delayed payment shall not made before the end of the six-month period following such Participant’s Separation from Service.

17.19		Lost Participants or Beneficiaries . Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the Committee advised of his or her current mailing address. If benefit payments are returned to the Plan or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payee is missing. The Committee, after making such effectors as in its discretion it deems reasonable and appropriate to locate the payee, shall stop payment on any uncashed checks and may discontinue making future payments until contact with the payee is restored.

Symantec Corporation
Deferred Compensation Plan

IN WITNESS WHEREOF, the Company has signed this Plan document as of December 17, 2008.


		“Company”

		Symantec Corporation,
		a Delaware corporation

		By:
		Title:		Sr. Director Global Benefits

Symantec Corporation
Deferred Compensation Plan

APPENDIX A
LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS

The capitalized terms below shall have the same meaning as provided in Article 1 of the Plan.

Opportunity to Make New (or Revise Existing) Distribution Elections . Notwithstanding the required deadline for the submission of an initial distribution election under Articles 4, 5 and 6 of the Plan, the Committee may, to the extent permitted by Notice 2006-79 (which was modified and superseded by Notice 2007-86) provide a limited period in which Participants may make new distribution elections, or revise existing distribution elections, with respect to amounts subject to the terms of the Plan, by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than December 31, 2007. Any distribution election(s) made by a Participant, and accepted by the Committee, in accordance with this Appendix A shall not be treated as a change in either the form or timing of a Participant’s benefit payment for purposes of Code Section 409A or the Plan. If any distribution election submitted by a Participant in accordance with this Appendix A either (a) relates to an amount that would otherwise be paid to the Participant in 2007, or (b) would cause an amount to be paid to the Participant in 2007, such election shall not be effective.

Exhibit 31.01

Certification

I, Enrique Salem, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Symantec Corporation;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2009



	/s/ Enrique Salem
	Enrique Salem
	President and Chief Executive Officer

Exhibit 31.02

Certification

I, James A. Beer, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Symantec Corporation;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2009



	/s/ James A. Beer
	James A. Beer
	Executive Vice President and Chief Financial Officer

Exhibit 32.01

Certification Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

I, Enrique Salem, President and Chief Executive Officer of Symantec Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (i) the Company’s quarterly report on Form 10-Q for the period ended July 3, 2009, to which this Certification is attached (the “Form 10-Q”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2009



	/s/ Enrique Salem
	Enrique Salem
	President and Chief Executive Officer

This Certification which accompanies the Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

Exhibit 32.02

Certification Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

I, James A. Beer, Executive Vice President and Chief Financial Officer of Symantec Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (i) the Company’s quarterly report on Form 10-Q for the period ended July 3, 2009, to which this Certification is attached (the “Form 10-Q”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2009



	/s/ James A. Beer
	James A. Beer
	Executive Vice President and Chief Financial Officer

SYMANTEC CORPORATION

/s/ Scott C. Taylor

Scott C. Taylor

Executive Vice President, General Counsel and Secretary