Item 1. Financial Statements
Item 1. Financial Statements
NORTONLIFELOCK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in millions, except par value per share amounts)
October 2, 2020 April 3, 2020
ASSETS
Current assets:
Cash and cash equivalents $ 1,009 $ 2,177
Short-term investments 40 86
Accounts receivable, net 96 111
Other current assets 377 435
Assets held for sale 270 270
Total current assets 1,792 3,079
Property and equipment, net 75 238
Operating lease assets 85 88
Intangible assets, net 1,020 1,067
Goodwill 2,596 2,585
Other long-term assets 745 678
Total assets $ 6,313 $ 7,735
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 66 $ 87
Accrued compensation and benefits 73 115
Current portion of long-term debt 47 756
Contract liabilities 1,035 1,049
Current operating lease liabilities 28 28
Other current liabilities 499 587
Total current liabilities 1,748 2,622
Long-term debt 3,556 3,465
Long-term contract liabilities 39 27
Deferred income tax liabilities 180 149
Long-term income taxes payable 1,117 1,310
Long-term operating lease liabilities 81 73
Other long-term liabilities 68 79
Total liabilities 6,789 7,725
Commitments and contingencies (Note 17)
Stockholders’ equity (deficit):
Common stock and additional paid-in capital, $ 0.01 par value: 3,000 shares authorized; 592 and 589 shares issued and outstanding as of October 2, 2020 and April 3, 2020, respectively
2,650 3,356
Accumulated other comprehensive income (loss) 22 ( 16 )
Accumulated deficit ( 3,148 ) ( 3,330 )
Total stockholders’ equity (deficit) ( 476 ) 10
Total liabilities and stockholders’ equity (deficit) $ 6,313 $ 7,735
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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NORTONLIFELOCK INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except per share amounts)
Three Months Ended
Six Months Ended
October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Net revenues
$ 626 $ 608 $ 1,240 $ 1,258
Cost of revenues
90 97 176 193
Gross profit
536 511 1,064 1,065
Operating expenses:
Sales and marketing
143 189 288 373
Research and development
63 85 128 186
General and administrative
68 90 121 186
Amortization of intangible assets
18 21 36 41
Restructuring and other costs 14 17 141 30
Total operating expenses
306 402 714 816
Operating income
230 109 350
249
Interest expense
( 37 ) ( 46 ) ( 77 ) ( 95 )
Other income (expense), net 38 ( 3 ) 57 ( 2 )
Income from continuing operations before income taxes 231 60 330 152
Income tax expense 65 22 15 76
Income from continuing operations 166 38 315 76
Income (loss) from discontinued operations ( 102 ) 747 ( 133 ) 735
Net income $ 64 $ 785 $ 182 $ 811
Income (loss) per share - basic:
Continuing operations
$ 0.28 $ 0.06 $ 0.53 $ 0.12
Discontinued operations
$ ( 0.17 ) $ 1.20 $ ( 0.23 ) $ 1.19
Net income per share - basic (1)
$ 0.11 $ 1.27 $ 0.31 $ 1.31
Income (loss) per share - diluted:
Continuing operations
$ 0.28 $ 0.06 $ 0.52
$ 0.12
Discontinued operations
$ ( 0.17 ) $ 1.16 $ ( 0.22 )
$ 1.14
Net income per share - diluted (1)
$ 0.11 $ 1.22 $ 0.30
$ 1.26
Weighted-average shares outstanding:
Basic
592 620 591 619
Diluted
600 644 607
643
(1) Net income per share amounts may not add due to rounding.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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NORTONLIFELOCK INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHEN SIVE INCOME
(Unaudited, in millions)
Three Months Ended Six Months Ended
October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Net income $ 64 $ 785 $ 182 $ 811
Other comprehensive income, net of taxes:
Foreign currency translation adjustments 26 9 37 2
Net unrealized gain on available-for-sale securities — 1 1 2
Other comprehensive income from equity method investee — — — 1
Other comprehensive income, net of taxes 26 10 38 5
Comprehensive income $ 90 $ 795 $ 220 $ 816
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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NORTONLIFELOCK INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited, in millions, except per share amounts)
Three months ended October 2, 2020
Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (Deficit)
Shares Amount
Balance as of July 3, 2020
591 $ 2,713 $ ( 4 ) $ ( 3,212 ) $ ( 503 )
Net income — — — 64 64
Other comprehensive income — — 26 — 26
Common stock issued under employee stock incentive plans 1 8 — — 8
Shares withheld for taxes related to vesting of restricted stock units — ( 4 ) — — ( 4 )
Repurchases of common stock — ( 5 ) — — ( 5 )
Cash dividends declared ($ 0.125 per share of common stock) and dividend equivalents accrued
— ( 82 ) — — ( 82 )
Stock-based compensation — 20 — — 20
Balance as of October 2, 2020
592 $ 2,650 $ 22 $ ( 3,148 ) $ ( 476 )
Six months ended October 2, 2020
Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (Deficit)
Shares Amount
Balance as of April 3, 2020
589 $ 3,356 $ ( 16 ) $ ( 3,330 ) $ 10
Net income — — — 182 182
Other comprehensive income — — 38 — 38
Common stock issued under employee stock incentive plans 4 10 — — 10
Shares withheld for taxes related to vesting of restricted stock units ( 1 ) ( 21 ) — — ( 21 )
Repurchases of common stock — ( 5 ) — — ( 5 )
Cash dividends declared ($ 0.25 per share of common stock) and dividend equivalents accrued
— ( 154 ) — — ( 154 )
Stock-based compensation — 45 — — 45
Extinguishment of convertible debt — ( 581 ) — — ( 581 )
Balance as of October 2, 2020
592 $ 2,650 $ 22 $ ( 3,148 ) $ ( 476 )
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NORTONLIFELOCK INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited, in millions, except per share amounts)
Three months ended October 4, 2019
Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Stockholders’ Equity
Shares Amount
Balance as of July 5, 2019
617 $ 4,701 $ ( 12 ) $ 561 $ 5,250
Net income — — — 785 785
Other comprehensive income — — 10 — 10
Common stock issued under employee stock incentive plans 6 51 — — 51
Shares withheld for taxes related to vesting of restricted stock units — ( 7 ) — — ( 7 )
Cash dividends declared ($ 0.075 per share of common stock) and dividend equivalents accrued
— — — ( 48 ) ( 48 )
Stock-based compensation — 71 — — 71
Balance as of October 4, 2019
623 $ 4,816 $ ( 2 ) $ 1,298 $ 6,112
Six months ended October 4, 2019
Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Stockholders’ Equity
Shares Amount
Balance as of March 29, 2019
630 $ 4,812 $ ( 7 ) $ 933 $ 5,738
Net income — — — 811 811
Other comprehensive income — — 5 — 5
Common stock issued under employee stock incentive plans 22 88 — — 88
Shares withheld for taxes related to vesting of restricted stock units ( 3 ) ( 64 ) — — ( 64 )
Repurchases of common stock ( 26 ) ( 190 ) — ( 351 ) ( 541 )
Cash dividends declared ($ 0.15 per share of common stock) and dividend equivalents accrued
— — — ( 95 ) ( 95 )
Stock-based compensation — 170 — — 170
Balance as of October 4, 2019
623 $ 4,816 $ ( 2 ) $ 1,298 $ 6,112
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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NORTONLIFELOCK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
Six Months Ended
October 2, 2020 October 4, 2019
OPERATING ACTIVITIES:
Net income $ 182 $ 811
Adjustments:
Amortization and depreciation 85 251
Impairments of current and long-lived assets 88 4
Stock-based compensation expense 45 150
Deferred income taxes 30 ( 707 )
Gain on extinguishment of debt ( 20 ) —
Loss from equity interest — 22
Gain on sale of property ( 35 ) —
Non-cash operating lease expense 11 23
Other 38 7
Changes in operating assets and liabilities:
Accounts receivable, net 13 111
Accounts payable ( 24 ) ( 32 )
Accrued compensation and benefits ( 36 ) ( 20 )
Contract liabilities ( 25 ) ( 129 )
Income taxes payable ( 299 ) 5
Other assets 21 ( 5 )
Other liabilities ( 17 ) 15
Net cash provided by operating activities 57 506
INVESTING ACTIVITIES:
Purchases of property and equipment ( 3 ) ( 76 )
Proceeds from maturities and sales of short-term investments 46 120
Proceeds from sales of short-term investments 1 —
Proceeds from sale of property 118 —
Other ( 5 ) ( 5 )
Net cash provided by investing activities 157 39
FINANCING ACTIVITIES:
Repayments of debt and related equity component ( 1,929 ) —
Proceeds from issuance of debt, net of issuance costs 750 —
Net proceeds from sales of common stock under employee stock incentive plans 10 88
Tax payments related to restricted stock units ( 30 ) ( 65 )
Dividends and dividend equivalents paid ( 187 ) ( 98 )
Repurchases of common stock ( 5 ) ( 559 )
Net cash used in financing activities ( 1,391 ) ( 634 )
Effect of exchange rate fluctuations on cash and cash equivalents 9 ( 5 )
Change in cash and cash equivalents ( 1,168 ) ( 94 )
Beginning cash and cash equivalents 2,177 1,791
Ending cash and cash equivalents $ 1,009 $ 1,697
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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NORTONLIFELOCK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Description of Business and Significant Accounting Policies
Business
NortonLifeLock, Inc. is a leading provider of Cyber Safety solutions for consumers. Our NortonLifeLock branded solutions help customers protect their devices, online privacy, identity and home networks.
Basis of presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States of America for interim financial information. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring items, except as otherwise noted, necessary for the fair presentation of our financial position, results of operations, and cash flows for the interim periods. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended April 3, 2020. The results of operations for the six months ended October 2, 2020 are not necessarily indicative of the results expected for the entire fiscal year.
We have a 52/53-week fiscal year ending on the Friday closest to March 31. Unless otherwise stated, references to three and six-month periods in this report relate to fiscal periods ended October 2, 2020 and October 4, 2019. The three and six months ended October 2, 2020 consisted of 13 and 26 weeks, respectively, whereas the three and six months ended October 4, 2019 consisted of 13 and 27 weeks, respectively. Our 2021 fiscal year consists of 52 weeks and ends on April 2, 2021.
Use of estimates
The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Such estimates include, but are not limited to, valuation of business combinations including acquired intangible assets and goodwill, loss contingencies, the recognition and measurement of current and deferred income taxes, including the measurement of uncertain tax positions, and valuation of assets and liabilities and results of operations of our discontinued operations. Management determines these estimates and assumptions based on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from such estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the COVID-19 pandemic, and such differences may be material to the Condensed Consolidated Financial Statements.
Significant accounting policies
There have been no material changes to our significant accounting policies as of and for the six months ended October 2, 2020, except for those noted in Note 2, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended April 3, 2020.
Note 2. Recent Accounting Standards
Recently adopted authoritative guidance
Credit Losses. In June 2016, the Financial Accounting Standards Board (FASB) issued new authoritative guidance on credit losses which changes the impairment model for most financial assets and certain other instruments. On April 4, 2020, the first day of our fiscal 2021, we adopted the new guidance using the modified retrospective transition method. Upon adoption, we utilized a new forward-looking “expected loss” model to replace the incurred loss impairment model for our accounts receivable and other financial assets. Additionally, for available-for-sale debt securities with unrealized losses, we discontinued using the concept of “other than temporary” impairment and recognized the estimated credit loss as allowances. The cumulative effect from the adoption of this guidance was immaterial to our Condensed Consolidated Financial Statements.
Internal-Use Software. In August 2018, the FASB issued new guidance that clarifies the accounting for implementation costs in a cloud computing arrangement. The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. On April 4, 2020, we adopted the new guidance prospectively. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements.
Recently issued authoritative guidance not yet adopted
Income taxes . In December 2019, the FASB issued new guidance that simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The guidance also clarifies and amends existing guidance to improve consistent application. The standard will be effective for us in our first quarter of fiscal 2022, with early adoption permitted. We are currently evaluating the adoption date and the impact of the adoption of this guidance on our Condensed Consolidated Financial Statements and disclosures.
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Debt with Conversion and Other options . In August 2020, the FASB issued new guidance that simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments. The new guidance removes from GAAP the separation models for convertible debt with embedded conversion features. As a result, after adopting the guidance, entities will no longer separately present embedded conversion features in equity. Instead, they will account for the convertible debt wholly as debt. The new guidance also requires use of the if-converted method when calculating the dilutive impact of convertible debt on earnings per share. The standard will be effective for us in our first quarter of fiscal 2023, with early adoption permitted beginning in the first quarter of fiscal 2022. It may be applied retrospectively to each prior period presented or retrospectively with cumulative effect recognized in retained earnings as of the date of adoption. We are currently evaluating the adoption date and the impact of the adoption of this guidance on our Condensed Consolidated Financial Statements and disclosures.
Although there are several other new accounting pronouncements issued or proposed by the FASB that we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had, or will have, a material impact on our consolidated financial position, operating results or disclosures.
Note 3. Discontinued Operations and Assets Held for Sale
Discontinued operations
On November 4, 2019, we completed the sale of certain of our Enterprise Security assets and certain liabilities to Broadcom Inc. (the Broadcom sale). As a result, the majority of the results of our Enterprise Security business were classified as discontinued operations in our Condensed Consolidated Statements of Operations and thus excluded from both continuing operations and segment results for all periods presented.
In connection with the Broadcom sale, we entered into a transition services agreement under which we provided assistance to Broadcom including, but not limited to, business support services and information technology services. During the first quarter of fiscal 2021, the transition services were substantially completed. Dedicated direct costs, net of charges to Broadcom, for these transition services were $ 1 million and $ 9 million during the three and six months ended October 2, 2020, respectively, which were presented as part of Other income (expense), net in the Condensed Consolidated Statements of Operations.
On October 1, 2020, we entered into multiple agreements with Broadcom for an aggregate amount of $ 200 million. We licensed Broadcom’s enterprise software, multiple security engines and related telemetry for 5.6 years, which will be amortized to continuing operations over the term of the license. In addition, we resolved all outstanding payments and certain claims related to the asset purchase and transition services agreements, which is included in discontinued operations.
The following table presents information regarding certain components of incom e (loss) from discontinued operations, net of income taxes:
Three Months Ended Six Months Ended
(In millions)
October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Net revenues
$ — $ 576 $ — $ 1,173
Gross profit $ — $ 451 $ — $ 872
Operating income (loss) $ ( 133 ) $ 107 $ ( 175 ) $ 124
Income (loss) before income taxes $ ( 132 ) $ 108 $ ( 173 ) $ 124
Income tax benefit $ ( 30 ) $ ( 639 ) $ ( 40 )
$ ( 611 )
Income (loss) from discontinued operations $ ( 102 ) $ 747 $ ( 133 ) $ 735
The following table presents significant non-cash items and capital expenditures of discontinued operations:
Six Months Ended
(In millions) October 2, 2020 October 4, 2019
Amortization and depreciation $ — $ 128
Stock-based compensation expense
$ 1 $ 95
Purchases of property and equipment $ — $ 29
Assets held for sale
During the third and fourth quarters of fiscal 2020, we reclassified certain land and buildings previously reported as property and equipment to assets held for sale when the properties were approved for immediate sale in their present condition. We have actively marketed the properties and expect to sell them within the next twelve months. In fiscal 2021, we also considered the impact of the COVID-19 pandemic specifically as it affects the real estate values and demand. We determined that there were no impairments because the fair value of the properties less costs to sell exceeds their carrying value. Despite the uncertainty related to real estate values and demand as a result of the pandemic, we continue to execute plans to sell these properties classified as assets held for sale as of October 2, 2020.
On July 27, 2020, we completed the sale of certain properties, including land, buildings, furniture and fixtures, and leasehold improvements, for cash consideration of $ 118 million, net of selling costs. We recognized a gain of $ 35 million on the sale.
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Note 4. Revenues
Contract liabilities
During the three and six months ended October 2, 2020, we recognized $ 452 million and $ 762 million from the contract liabilities balance at July 3, 2020 and April 3, 2020, respectively. During the three and six months ended October 4, 2019, we recognized $ 427 million and $ 767 million from the contract liabilities balance at July 5, 2019 and March 29, 2019, respectively.
Remaining performance obligations
Remaining performance obligations represent contracted revenue that has not been recognized, which include contract liabilities and amounts that will be billed and recognized as revenue in future periods. As of October 2, 2020, we had $ 790 million of remaining performance obligations, which does not include customer deposit liabilities of $ 284 million, of which we expect to recognize approximately 95 % as revenue over the next twelve months .
Note 5. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill were as follows:
(In millions)
Balance as of April 3, 2020 $ 2,585
Translation adjustments
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Balance as of October 2, 2020 $ 2,596
Intangible assets, net
October 2, 2020 April 3, 2020
(In millions) Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships $ 505 $ ( 266 ) $ 239 $ 505 $ ( 230 ) $ 275
Developed technology 133 ( 99 ) 34 133 ( 85 ) 48
Total finite-lived intangible assets 638 ( 365 ) 273 638 ( 315 ) 323
Indefinite-lived trade names 747 — 747 744 — 744
Total intangible assets $ 1,385 $ ( 365 ) $ 1,020 $ 1,382 $ ( 315 ) $ 1,067
Amortization expense for purchased intangible assets is summarized below:
Three Months Ended Six Months Ended Statements of Operations Classification
(In millions) October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Customer relationships and other $ 18 $ 21 $ 36 $ 41 Operating expenses
Developed technology 7 8 14 15 Cost of revenues
Total $ 25 $ 29 $ 50 $ 56
As of October 2, 2020, future amortization expense related to intangible assets that have finite lives is as follows by fiscal year:
(In millions)
Remainder of 2021 $ 48
2022 92
2023 72
2024 60
2025 1
Total $ 273
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Note 6. Supplementary Information (in millions)
Cash and cash equivalents:
October 2, 2020 April 3, 2020
Cash $ 594 $ 483
Cash equivalents 415 1,694
Total cash and cash equivalents $ 1,009 $ 2,177
Other current assets:
October 2, 2020 April 3, 2020
Prepaid expenses $ 94 $ 110
Income tax receivable and prepaid income taxes 173 150
Other tax receivable 91 88
Other 19 87
Total other current assets $ 377 $ 435
Property and equipment, net:
October 2, 2020 April 3, 2020
Land and buildings $ 16 $ 115
Computer hardware and software 483 746
Office furniture and equipment 63 88
Leasehold improvements 60 128
Construction in progress 1 1
Total property and equipment, gross 623 1,078
Accumulated depreciation and amortization ( 548 ) ( 840 )
Total property and equipment, net $ 75 $ 238
On July 27, 2020, we completed the sale of certain properties with carrying value of $ 83 million, including land, buildings, furniture and fixtures, and leasehold improvements, which were included in property and equipment as of April 3, 2020 . See Note 3 for more information on the sale.
Other long-term assets:
October 2, 2020 April 3, 2020
Non-marketable equity investments $ 188 $ 187
Long-term income tax receivable and prepaid income taxes 32 38
Deferred income tax assets 405 387
Other 120 66
Total other long-term assets $ 745 $ 678
Short-term contract liabilities:
October 2, 2020 April 3, 2020
Deferred revenue $ 751 $ 709
Customer deposit liabilities 284 340
Total short-term contract liabilities $ 1,035 $ 1,049
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Other current liabilities:
October 2, 2020 April 3, 2020
Income taxes payable $ 121 $ 195
Other taxes payable 139 141
Other 239 251
Total other current liabilities $ 499 $ 587
Long-term income taxes payable:
October 2, 2020 April 3, 2020
Deemed repatriation tax payable $ 531 $ 615
Uncertain tax positions (including interest and penalties) 586 695
Total long-term income taxes payable $ 1,117 $ 1,310
Other income (expense), net:
Three Months Ended Six Months Ended
October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Interest income $ 1 $ 8 $ 3 $ 18
Loss from equity interest — ( 11 ) — ( 22 )
Foreign exchange gain (loss) — ( 1 ) 1 ( 2 )
Gain on early extinguishment of debt — — 20 —
Gain on sale of property 35 — 35 —
Other 2 1 ( 2 ) 4
Other income (expense), net $ 38 $ ( 3 ) $ 57 $ ( 2 )
Supplemental cash flow information:
Six Months Ended
October 2, 2020 October 4, 2019
Income taxes paid, net of refunds $ 235 $ 165
Interest expense paid $ 76 $ 86
Cash paid for amounts included in the measurement of operating lease liabilities $ 17 $ 31
Non-cash operating activities:
Operating lease assets obtained in exchange for operating lease liabilities $ 28 $ 13
Reduction of operating lease assets as a result of lease terminations and modifications $ 22 $ —
Non-cash investing and financing activities:
Purchases of property and equipment in current liabilities $ 1 $ 11
Note 7. Financial Instruments and Fair Value Measurements
For financial instruments measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider assumptions that market participants would use when pricing the asset or liability.
The three levels of inputs that may be used to measure fair value are:
• Level 1: Quoted prices in active markets for identical assets or liabilities.
• Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in less active markets or model-derived valuations. All significant inputs used in our valuations, such as discounted cash flows, are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.
• Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. We monitor and review the inputs and results of these valuation models to help ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes.
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Assets measured and recorded at fair value on a recurring basis
The following table summarizes our financial instruments measured at fair value on a recurring basis:
October 2, 2020 April 3, 2020
(In millions) Fair Value Level 1 Level 2 Fair Value Level 1 Level 2
Assets:
Money market funds $ 414 $ 414 $ — $ 1,346 $ 1,346 $ —
Corporate bonds 40 — 40 86 — 86
Total $ 454 $ 414 $ 40 $ 1,432 $ 1,346 $ 86
The following table presents the contractual maturities of our investments in debt securities as of October 2, 2020:
(In millions) Fair Value
Due in one year or less $ 19
Due after one year through five years 21
Total $ 40
Actual maturities may differ from the contractual maturities because borrowers may have the right to call or prepay certain obligations.
Financial instruments not recorded at fair value on a recurring basis include our non-marketable equity investments and long-term debt.
Non-marketable equity investments
As of October 2, 2020 and April 3, 2020, the carrying value of our non-marketable equity investments was $ 188 million and $ 187 million, respectively.
Current and long-term debt
As of October 2, 2020 and April 3, 2020, the total fair value of our current and long-term fixed rate debt was $ 2,416 million and $ 3,634 million, respectively. The fair value of our variable rate debt approximated its carrying value. The fair values of all our debt obligations were based on Level 2 inputs.
Note 8. Leases
We lease certain of our facilities, equipment, and data center co-locations under operating leases that expire on various dates through fiscal 2028. Our leases generally have terms that range from 1 year to 10 years for our facilities, 1 year to 5 years for equipment, and 1 year to 5 years for data center co-locations. Some of our leases contain renewal options, escalation clauses, rent concessions, and leasehold improvement incentives.
The following summarizes our lease costs:
Three Months Ended Six Months Ended
(In millions) October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Operating lease costs $ 5 $ 10 $ 9 $ 22
Short-term lease costs 1 2 2 4
Variable lease costs 2 5 5 11
Total lease costs $ 8 $ 17 $ 16 $ 37
Other information related to our operating leases as of October 2, 2020 was as follows:
Weighted-average remaining lease term 4.7 years
Weighted-average discount rate 4.04 %
See Note 6 for additional cash flow information related to our operating leases.
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As of October 2, 2020, the maturities of our lease liabilities by fiscal year are as follows:
(In millions)
Remainder of 2021 $ 17
2022 29
2023 22
2024 20
2025 14
Thereafter 17
Total lease payments 119
Less: Imputed interest ( 10 )
Present value of lease liabilities $ 109
Note 9. Debt
The following table summarizes components of our debt:
(In millions, except percentages)
October 2, 2020 April 3, 2020 Effective
Interest Rate
4.2 % Senior Notes due September 15, 2020
$ — $ 750 4.25 %
New 2.5 % Convertible Senior Notes due April 1, 2022
250 250 2.63 %
3.95 % Senior Notes due June 15, 2022
400 400 4.05 %
2.0 % Convertible Senior Notes due August 15, 2022
— 625 2.66 %
New 2.0 % Convertible Senior Notes due August 15, 2022
625 625 2.62 %
Term Loan due November 4, 2024 500 500 LIBOR plus (1)
Delayed Draw Term Loan due November 4, 2024 750 — LIBOR plus (1)
5.0 % Senior Notes due April 15, 2025
1,100 1,100 5.23 %
Total principal amount
3,625 4,250
Less: unamortized discount and issuance costs
( 22 ) ( 29 )
Total debt 3,603 4,221
Less: current portion ( 47 ) ( 756 )
Total long-term debt $ 3,556 $ 3,465
(1) The term loans bear interest at a rate equal to the London Interbank Offered Rate (LIBOR) plus a margin based either on the current debt rating of our non-credit-enhanced, senior unsecured long-term debt or consolidated adjusted leverage as defined in the underlying loan agreement. The interest rates for the outstanding term loans are as follows:
October 2, 2020 April 3, 2020
Term Loan due November 4, 2024 1.56 % 2.88 %
Delayed Draw Term Loan due November 4, 2024 1.56 % N/A
As of October 2, 2020, the future contractual maturities of debt by fiscal year are as follows:
(In millions)
Remainder of 2021 $ 16
2022 312
2023 1,088
2024 62
2025 1,047
Thereafter 1,100
Total future maturities of debt $ 3,625
Repayments of Convertible Senior Notes
In February 2020, we exchanged $ 250 million of our 2.5 % Convertible Notes and $ 625 million of our 2.0 % Convertible Notes for new convertible notes of the same principal amounts and certain cash consideration. In May 2020, we settled the $ 625 million principal and conversion rights of the 2.0 % Convertible Senior Notes in cash. The aggregate settlement amount of $ 1,179 million was based on $ 19.25 per underlying share into which the 2.0 % Convertible Notes were convertible. In addition, we paid $ 3
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million of accrued and unpaid interest through the date of settlement. The repayments resulted in an adjustment to stockholders’ equity of $ 581 million and a gain on extinguishment of $ 20 million.
As of October 2, 2020 and April 3, 2020, the Convertible Senior Notes consisted of the following:
October 2, 2020 April 3, 2020
(In millions) New 2.5% Convertible Notes New 2.0% Convertible Notes New 2.5% Convertible Notes New 2.0% Convertible Notes 2.0% Convertible Notes
Liability components:
Principal $ 250 $ 625 $ 250 $ 625 $ 625
Unamortized discount and issuance costs — ( 7 ) ( 1 ) ( 9 ) ( 6 )
Net carrying amount $ 250 $ 618 $ 249 $ 616 $ 619
Equity component net of tax $ 43 $ 56 $ 43 $ 56 $ 12
Based on the closing price of our common stock of $ 20.56 on October 2, 2020, the if-converted value of the New 2.5 % Convertible Notes and the New 2.0 % Convertible Notes exceeded the principal amount by approximately $ 57 million and $ 4 million, respectively.
The following table sets forth total interest expense recognized related to our Convertible Senior Notes:
Three Months Ended Six Months Ended
(In millions) October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Contractual interest expense $ 4 $ 9 $ 10 $ 19
Amortization of debt discount and issuance costs $ 1 $ 4 $ 2 $ 8
Payments in lieu of conversion price adjustments (1)
$ 3 $ — $ 5 $ —
(1) Payments in lieu of conversion price adjustments consist of amounts paid to holders of the Convertible Senior Notes when our quarterly dividend to our common stockholders exceeds the amounts defined in the Convertible Senior Notes agreements.
Delayed draw term loan
On September 14, 2020, we drew a term loan of $ 750 million (the Delayed Draw Term Loan) under an existing credit facility agreement. The Delayed Draw Term Loan bears i nterest at LIBOR, as adjusted for statutory reserves, plus a margin ranging from 1.125 % to 1.75 %. The pr incipal amount of the Delayed Draw Term Loan is repayable in quarterly installments on the last business day of each calendar quarter, commencing with the quarter ended March 31, 2021 in an amount equal to 1.25 % of the aggregate principal amount that was outstanding immediately after the borrowings of the Delayed Draw Term Loan and in the outstanding principal amount upon the November 2024 maturity date. We may voluntarily repay outstanding principal balances without penalty.
Repayments of Senior Notes
On September 15, 2020, we fully repaid the principal and accrued interest under the 4.2 % Senior Notes due September 2020, which had an aggregate principal amount outstanding of $ 750 million.
Revolving credit facility
We have a revolving line of credit of $ 1,000 million through November 2024. Borrowings under the revolving line of credit bear interest at a floating rate based on our debt ratings and our consolidated leverage ratios. The unused revolving line of credit is subject to a commitment fee ranging from 0.125 % to 0.30 % per annum. As of October 2, 2020 and April 3, 2020, there were no borrowings outstanding under our revolving credit facilities.
Debt covenant compliance
Our term loan and revolving credit facility agreement contains customary representations and warranties, non-financial covenants for financial reporting, affirmative and negative covenants, including a covenant that we maintain a consolidated leverage ratio of not more than 5.25 to 1.0, or 5.75 to 1.0 if we acquire assets or business in an aggregate amount greater than $ 250 million, and restrictions on indebtedness, liens, investments, stock repurchases, and dividends (with exceptions permitting our regular quarterly dividend and other specific capital returns). As of October 2, 2020 , we were in compliance with all debt covenants.
Note 10. Derivatives
We conduct business in numerous currencies throughout our worldwide operations, and our entities hold monetary assets or liabilities, earn revenues, or incur costs in currencies other than the entity’s functional currency. As a result, we are exposed to foreign exchange gains or losses which impacts our operating results. As part of our foreign currency risk mitigation strategy, we have entered into foreign exchange forward contracts with up to twelve months in duration. We do not use derivative financial
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instruments for speculative trading purposes, nor do we hedge our foreign currency exposure in a manner that entirely offsets the effects of the changes in foreign exchange rates.
We enter into foreign currency forward contracts to hedge foreign currency balance sheet exposure. These forward contracts are not designated as hedging instruments. As of October 2, 2020 and April 3, 2020, the fair value of these contracts was insignificant. The related gain (loss) recognized in Other income (expense), net in our Condensed Consolidated Statements of Operations was as follows:
Three Months Ended Six Months Ended
(In millions) October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Foreign exchange forward contracts gain (loss) $ 1 $ ( 6 ) $ 11 $ ( 6 )
The fair value of our foreign exchange forward contracts is presented on a gross basis in our Condensed Consolidated Balance Sheets. To mitigate losses in the event of nonperformance by counterparties, we have entered into master netting arrangements with our counterparties that allow us to settle payments on a net basis. The effect of netting on our derivative assets and liabilities was not material as of October 2, 2020 and April 3, 2020.
The notional amount of our outstanding foreign exchange forward contracts in U.S. dollar equivalent was as follows:
(In millions) October 2, 2020 April 3, 2020
Foreign exchange forward contracts purchased $ 239 $ 362
Foreign exchange forward contracts sold $ 118 $ 57
Note 11. Restructuring and Other Costs
Our restructuring and other costs consist primarily of severance, contract cancellations, separation, and other related costs. Severance costs generally include severance payments, outplacement services, health insurance coverage, and legal costs. Included in other exit and disposal costs are advisory fees incurred in connection with restructuring events. Separation costs primarily consist of consulting costs incurred in connection with our divestitures.
November 2019 Plan
In November 2019, our Board of Directors approved a restructuring plan (the November 2019 Plan) in connection with the strategic decision to divest our Enterprise Security business. Actions under this plan included the reduction of our workforce as well as asset write-offs and impairments, contract terminations, facilities closures, and the sale of underutilized facilities. These actions were substantially completed during the three months ended October 2, 2020. As of October 2, 2020, we have incurred total costs of $ 503 million under the November 2019 Plan.
In connection with the Broadcom sale, our Board of Directors also approved an equity-based severance program under which certain equity awards held by certain terminated employees were accelerated. As of October 2, 2020, we have incurred $ 125 million of stock-based compensation related to our equity-based severance program. See Note 14 for more information on the impact of this program.
Restructuring and other costs summary
Our restructuring and other costs attributable to continuing operations are presented in the table below:
Three Months Ended
Six Months Ended
(In millions) October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Severance and termination benefit costs $ 4 $ 17 $ 18 $ 28
Contract cancellation charges 1 — 49 —
Stock-based compensation charges 1 — 8 —
Asset write-offs and impairment 3 — 58 —
Other exit and disposal costs 5 — 8 2
Total restructuring and other costs $ 14 $ 17 $ 141 $ 30
In connection with the agreement to sell certain assets of our Enterprise Security business, a portion of our restructuring and other costs were classified to discontinued operations for all periods presented. Our restructuring and other costs attributable to discontinued operations are presented in the table below:
Three Months Ended Six Months Ended
(In millions) October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Severance and termination benefit costs $ 27 $ 33 $ 64 $ 45
Separation costs 1 7 2 7
Total restructuring and other costs $ 28 $ 40 $ 66 $ 52
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Restructuring summary
Our activities related to our November 2019 Plan are presented in the table below:
(In millions) Liability Balance as of April 3, 2020 Net Charges Cash Payments Non-Cash Items Liability Balance as of October 2, 2020
Severance and termination benefit costs $ 35 $ 82 $ ( 109 ) $ — $ 8
Contract cancellation charges 7 49 ( 7 ) ( 36 ) 13
Stock-based compensation charges — 8 — ( 8 ) —
Asset write-offs and impairments — 58 — ( 58 ) —
Other exit and disposal costs — 8 ( 8 ) — —
Total $ 42 $ 205 $ ( 124 ) $ ( 102 ) $ 21
The restructuring liabilities are included in Other current liabilities in our Condensed Consolidated Balance Sheets.
Note 12. Income Taxes
The following table summarizes our effective tax rate for the periods presented:
Three Months Ended Six Months Ended
(In millions, except percentages)
October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Income from continuing operations before income taxes $ 231 $ 60 $ 330 $ 152
Income tax expense $ 65 $ 22 $ 15 $ 76
Effective tax rate 28 % 37 % 5 % 50 %
Our effective tax rate for income from continuing operations for the three and six months ended October 2, 2020 differs from the federal statutory income tax rate primarily due to various permanent differences, foreign return to provision adjustments, and state taxes, partially offset by the benefits of lower-tax international earnings and the research and development tax credit. In addition, for the six months ended October 2, 2020, we recorded a tax benefit related to a favorable tax ruling in Japan.
Our effective tax rate for income from continuing operations for the three and six months ended October 4, 2019 differs from the federal statutory income tax rate primarily due to tax expense related to the Ninth Circuit's holding in Altera Corp. v. Commissioner (which the Supreme Court declined to review in June 2020), various permanent differences, and state taxes, partially offset by the benefits of lower-tax international earnings and the research and development tax credit.
The aggregate changes in the balance of gross unrecognized tax benefits for the six months ended October 2, 2020 were as follows:
(In millions)
Balance as of April 3, 2020 $ 724
Settlements with tax authorities ( 17 )
Lapse of statute of limitations ( 14 )
Increase related to prior period tax positions 12
Decrease related to prior period tax positions ( 52 )
Increase related to current year tax positions 12
Balance as of October 2, 2020 $ 665
The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Given the potential resolution of uncertain tax positions involves multiple tax periods and jurisdictions, we are unable to accurately estimate when these unrecognized tax benefits will be realized or released. However, it is reasonably possible that there could be significant changes to our unrecognized tax benefits in the next 12 months.
We continue to monitor the progress of ongoing income tax controversies and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.
Note 13. Stockholders' Equity
Preferred stock
On May 22, 2020, we filed a Certificate of Elimination of Series A Junior Preferred Stock (the “Junior Preferred Stock”) with the Secretary of State of the State of Delaware, to remove the Certificate of Designations of the Junior Preferred Stock from our Amended and Restated Certificate of Incorporation. The Certificate of Elimination became effective upon filing. No shares of the Junior Preferred Stock were issued or outstanding upon filing of the Certificate of Elimination.
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Dividends
On November 5, 2020, we announced that our Board of Directors declared a cash dividend of $ 0.125 per share of common stock to be paid in December 2020. All shares of common stock issued and outstanding and all restricted stock units (RSUs) and performance-based restricted stock units (PRUs) as of the record date will be entitled to the dividend and dividend equivalent rights (DERs), respectively, which will be paid out if and when the underlying shares are released. Any future dividends and DERs will be subject to the approval of our Board of Directors.
Stock repurchase program
Under our stock repurchase program, we may purchase shares of our outstanding common stock through open market and through accelerated stock repurchase transactions. As of October 2, 2020, we had $ 573 million remaining under the authorization to be completed in future periods with no expiration date.
The following table summarizes activity related to this program:
Six Months Ended
(In millions, except per share amounts)
October 2, 2020 October 4, 2019
Number of shares repurchased — (1) 25
Average price per share $ 22.90 $ 21.85
Aggregate purchase price $ 5 $ 541
(1) The number of shares repurchased was less than 1 million.
In addition, repurchases of 1 million shares executed during fiscal 2019 settled during the six months ended October 4, 2019.
Accumulated other comprehensive income (loss)
Components of Accumulated other comprehensive income (loss), net of taxes, were as follows:
(In millions) Foreign Currency
Translation Adjustments Unrealized Gain on
Available-For-Sale Securities Total
Balance as of April 3, 2020 $ ( 16 ) $ — $ ( 16 )
Other comprehensive income before reclassifications 37 1 38
Balance as of October 2, 2020 $ 21 $ 1 $ 22
Note 14. Employee Equity Incentive Plans
The following table sets forth the stock-based compensation expense recognized for our equity incentive plans:
Three Months Ended Six Months Ended
(In millions)
October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Cost of revenues $ 1 $ 1 $ 1 $ 1
Sales and marketing 5 6 9 13
Research and development 7 8 13 15
General and administrative 6 14 14 26
Restructuring and other costs 1 — 8 —
Other income, net — — ( 1 ) —
Total stock-based compensation from continuing operations 20 29 44 55
Discontinued operations — 41 1 95
Total stock-based compensation expense $ 20 $ 70 $ 45 $ 150
Income tax benefit for stock-based compensation expense $ ( 4 ) $ ( 14 ) $ ( 10 ) $ ( 29 )
As of October 2, 2020, the total unrecognized stock-based compensation costs related to our unvested stock-based awards was $ 121 million, which will be recognized over an estimated weighted-average amortization period of 1.7 years.
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The following table summarizes additional information related to our stock-based awards, including awards associated with our discontinued operations:
Six Months Ended
(In millions, except per grant data) October 2, 2020 October 4, 2019
Restricted stock units (RSUs):
Weighted-average fair value per award granted
$ 20.67 $ 19.50
Awards granted 3 12
Total fair value of awards released $ 66 $ 199
Outstanding and unvested 6 20
Performance-based restricted stock units (PRUs):
Weighted-average fair value per award granted $ 27.82 $ 19.21
Awards granted 1 2
Total fair value of awards released $ 3 $ 28
Outstanding and unvested at target payout 2 3
Stock options:
Weight-average fair value per award granted $ — $ 4.76
Awards granted — 2
Total intrinsic value of stock options exercised $ 4 $ 113
Outstanding 1 6
Exercisable — 4
Dividend equivalent rights (DERs)
Our RSUs and PRUs contain DERs that entitles the recipient of an award to receive cash dividend payments if and when the underlying shares are released. The amount of DERs equals the amount of cumulated dividends on the issued number of common stock that would have been payable since the date the associated award was granted. As of October 2, 2020 and April 3, 2020, current dividends payable related to DER was $ 49 million and $ 62 million, respectively, recorded as part of Other current liabilities in the Condensed Consolidated Balance Sheets, and long-term dividends payable related to DER was $ 10 million and $ 31 million, respectively, recorded as part of Other long-term liabilities.
Stock-based award modifications
In connection with the Broadcom sale, during the first quarter of fiscal 2021 and fiscal 2020, we entered into severance and retention arrangements with certain executives. Pursuant to these agreements, these executives are entitled to receive vesting of 50 % of their unvested equity, subject to a service condition, and the remaining unvested equity may be earned at levels of 0 % to 150 %, subject to market and service conditio ns. In addition, during the six months ended October 2, 2020 and fiscal 2020, we entered into severance and retention arrangements with certain other employees in connection with restructuring activities and the Broadcom sale, which accelerated either a portion or all of the vesting of their stock-based awards.
The following table summarizes the stock-based compensation expense recognized as a result of these modifications:
(In millions)
Three Months Ended October 2, 2020 Six Months Ended October 2, 2020
Sales and marketing $ 1 $ 2
Research and development 3 5
General and administrative 3 6
Restructuring and other costs 1 8
Total stock-based compensation $ 8 $ 21
Note 15. Net Income Per Share
Basic income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share also includes the incremental effect of dilutive potentially issuable common shares outstanding during the period using the treasury stock method. Dilutive potentially issuable common shares includes the dilutive effect of the shares underlying convertible debt and employee equity awards.
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The components of basic and diluted net income (loss) per share are as follows:
Three Months Ended
Six Months Ended
(In millions, except per share amounts)
October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Income from continuing operations $ 166 $ 38 $ 315 $ 76
Income (loss) from discontinued operations ( 102 ) 747 ( 133 ) 735
Net income $ 64 $ 785 $ 182 $ 811
Income (loss) per share - basic:
Continuing operations
$ 0.28 $ 0.06 $ 0.53 $ 0.12
Discontinued operations
$ ( 0.17 ) $ 1.20 $ ( 0.23 ) $ 1.19
Net income per share - basic (1)
$ 0.11 $ 1.27 $ 0.31 $ 1.31
Income (loss) per share - diluted:
Continuing operations
$ 0.28 $ 0.06 $ 0.52
$ 0.12
Discontinued operations
$ ( 0.17 ) $ 1.16 $ ( 0.22 )
$ 1.14
Net income per share - diluted (1)
$ 0.11 $ 1.22 $ 0.30
$ 1.26
Weighted-average shares outstanding - basic 592 620 591 619
Dilutive potentially issuable shares:
Convertible debt
5 16 13
13
Employee equity awards 3 8 3
11
Weighted-average shares outstanding - diluted 600 644 607
643
Anti-dilutive shares excluded from diluted net income per share calculation:
Employee equity awards — 2 1 3
(1) Net income per share amounts may not add due to rounding.
Under the treasury stock method, our convertible debt instruments will generally have a dilutive impact on net income per share when our average stock price for the period exceeds the conversion prices for the convertible debt instruments. The conversion price of each convertible debt applicable in the periods presented is as follows:
Three Months Ended Six Months Ended
October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
2.5 % Convertible Senior Notes due April 1, 2022
N/A $ 16.77 N/A $ 16.77
2.0 % Convertible Senior Notes due August 15, 2022
N/A $ 20.41 $ 10.23 $ 20.41
New 2.5 % Convertible Senior Notes due April 1, 2022
$ 16.77 N/A $ 16.77 N/A
New 2.0 % Convertible Senior Notes due August 15, 2022
$ 20.41 N/A $ 20.41 N/A
Note 16. Segment and Geographic Information
We operate as one reportable segment. Our Chief Operating Decision Maker reviews financial information presented on a consolidated basis to evaluate company performance and to allocate resources.
The following table summarizes net revenues for our major solutions:
Three Months Ended Six Months Ended
(In millions) October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Consumer security $ 370 $ 354 $ 733 $ 735
Identity and information protection 256 241 507 496
ID Analytics — 13 — 27
Total net revenues $ 626 $ 608 $ 1,240 $ 1,258
From time to time, changes in our product hierarchy cause changes to the product categories above. When changes occur, we recast historical amounts to match the current product hierarchy. Consumer security products include our Norton 360 Security
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offerings, Norton Security, Norton Secure VPN, and other consumer security solutions. Identity and information protection products include our Norton 360 with LifeLock offerings, LifeLock identity theft protection and other information protection solutions. Our ID Analytics solutions were divested on January 31, 2020.
Geographic information
Net revenues by geography are based on the billing addresses of our customers. The following table represents net revenues by geographic area for the periods presented:
Three Months Ended Six Months Ended
(In millions) October 2, 2020 October 4, 2019 October 2, 2020 October 4, 2019
Americas $ 450 $ 447 $ 898 $ 926
EMEA 98 92 194 189
APJ 78 69 148 143
Total net revenues $ 626 $ 608 $ 1,240 $ 1,258
Note: The Americas include U.S., Canada and Latin America; EMEA includes Europe, Middle East and Africa; APJ includes Asia Pacific and Japan.
Revenues from customers inside the U.S. were $ 428 million and $ 855 million during the three and six months ended October 2, 2020, respectively, and $ 427 million and $ 883 million during the three and six months ended October 4, 2019, respectively. No other individual country accounted for more than 10% of revenues.
The table below represents cash, cash equivalents and short-term investments held in the U.S. and internationally in various foreign subsidiaries.
(In millions) October 2, 2020 April 3, 2020
U.S. $ 463 $ 1,345
International 586 918
Total cash, cash equivalents and short-term investments $ 1,049 $ 2,263
The table below represents our property and equipment, net of accumulated depreciation and amortization, by geographic area, based on the physical location of the asset, at the end of each period presented.
(In millions) October 2, 2020 April 3, 2020
U.S. $ 37 $ 174
Ireland 34 34
Other countries (1)
4 30
Total property and equipment, net $ 75 $ 238
(1) No other individual country represented more than 10% of the respective totals.
Our operating lease assets by geographic area, based on the physical location of the asset, at the end of each period presented, are as follows:
(In millions) October 2, 2020 April 3, 2020
U.S. $ 61 $ 40
India 11 11
Japan 7 10
Other countries (1)
6 27
Total operating lease assets $ 85 $ 88
(1) No other individual country represented more than 10% of the respective totals.
Significant customers
Customers that accounted for over 10% of our net accounts receivable were as follows:
October 2, 2020 April 3, 2020
Customer A 38 % 39 %
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Note 17. Commitments and Contingencies
Purchase obligations
As of October 2, 2020, we had purchase obligations of $ 465 million associated with agreements for purchases of goods or services. The amount of purchase obligations reflects estimated future payments as of October 2, 2020 according to the contract terms.
Deemed repatriation taxes
As of October 2, 2020, we are required to pay a one-time transition tax of $ 599 million on untaxed foreign earnings of our foreign subsidiaries due in installments through July 2025 as a result of the Tax Cuts and Jobs Act.
Indemnifications
In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, subsidiaries, and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements or representations and warranties made by us. In addition, our bylaws contain indemnification obligations to our directors, officers, employees, and agents, and we have entered into indemnification agreements with our directors and certain of our officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our bylaws and to provide additional procedural protections. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, we have not incurred material costs as a result of obligations under these agreements, and we have not accrued any material liabilities related to such indemnification obligations in our Condensed Consolidated Financial Statements.
In connection with the sale of Veritas and the sale of our Enterprise Security business to Broadcom, we assigned several leases to Veritas Technologies LLC or Broadcom and/or their related subsidiaries. As a condition to consenting to the assignments, certain lessors required us to agree to indemnify the lessor under the applicable lease with respect to certain matters, including, but not limited to, losses arising out of Veritas Technologies LLC, Broadcom, or their related subsidiaries’ breach of payment obligations under the terms of the lease. As with our other indemnification obligations discussed above and in general, it is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. As with our other indemnification obligations, such indemnification agreements might not be subject to maximum loss clauses, and to date, generally under our real estate obligations, we have not incurred material costs as a result of such obligations under our leases and have not accrued any liabilities related to such indemnification obligations in our Condensed Consolidated Financial Statements.
We provide limited product warranties, and the majority of our software license agreements contain provisions that indemnify licensees of our software from damages and costs resulting from claims alleging that our software infringes on the intellectual property rights of a third party. Historically, payments made under these provisions have been immaterial. We monitor the conditions that are subject to indemnification to identify if a loss has occurred.
Litigation contingencies
SEC Investigation
As previously disclosed in our public filings, the Audit Committee of our Board of Directors (the Audit Committee) completed its internal investigation (the Audit Committee Investigation) in September 2018. In connection with the Audit Committee Investigation, we voluntarily contacted the U.S. Securities and Exchange Commission (SEC) in April 2018. The SEC commenced a formal investigation, and we continue to cooperate with that investigation. The outcome of such an investigation is difficult to predict. We have incurred, and will continue to incur, significant expenses related to legal and other professional services in connection with the SEC investigation. At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or estimate the range of any potential loss.
Securities Class Action and Derivative Litigation
Securities class action lawsuits, which have since been consolidated, were filed in May 2018 against us and certain of our former officers, in the U.S. District Court for the Northern District of California. The lead plaintiff’s consolidated amended complaint alleged that, during a purported class period of May 11, 2017 to August 2, 2018, defendants made false and misleading statements in violation of Sections 10(b) and 20(a), and that certain individuals violated Section 20A, of the Securities Exchange Act. Defendants filed motions to dismiss, which the Court granted in an order dated June 14, 2019. Pursuant to that order, plaintiff filed a motion seeking leave to amend and a proposed first amended complaint on July 11, 2019. The Court granted the motion in part on October 2, 2019 and the first amended complaint was filed on October 11, 2019. The Court’s order dismissed certain claims against certain of our former officers. Defendants filed answers on November 7, 2019. A trial date has been set for June 14, 2021.
Purported shareholder derivative lawsuits have been filed against us and certain of our former officers and current and former directors in the U.S. District Courts for the District of Delaware and the Northern District of California, Delaware Chancery Court, and Delaware Superior Court, arising generally out of the same facts and circumstances as alleged in the securities class action and alleging claims for breach of fiduciary duty and related claims; these lawsuits include an action brought derivatively on behalf
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of our 2008 Employee Stock Purchase Plan. The derivative actions are currently voluntarily stayed in light of the securities class action. No specific amount of damages has been alleged in these lawsuits. We have also received demands from purported stockholders to inspect corporate books and records under Delaware law.
We will continue to incur legal fees in connection with these pending cases and demands, including expenses for the reimbursement of legal fees of present and former officers and directors under indemnification obligations. The expense of continuing to defend such litigation may be significant. We intend to defend these lawsuits vigorously, but there can be no assurance that we will be successful in any defense. If any of the lawsuits are decided adversely, we may be liable for significant damages directly or under our indemnification obligations, which could adversely affect our business, results of operations, and cash flows.
At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a result of these lawsuits or estimate the range of any potential loss.
GSA
During the first quarter of fiscal 2013, we were advised by the Commercial Litigation Branch of the Department of Justice’s (DOJ) Civil Division and the Civil Division of the U.S. Attorney’s Office for the District of Columbia that the government is investigating our compliance with certain provisions of our U.S. General Services Administration (GSA) Multiple Award Schedule Contract No. GS-35F-0240T effective January 24, 2007, including provisions relating to pricing, country of origin, accessibility, and the disclosure of commercial sales practices.
As reported on the GSA’s publicly-available database, our total sales under the GSA Schedule contract were approximately $ 222 million from the period beginning January 2007 and ending September 2012. We fully cooperated with the government throughout its investigation, and in January 2014, representatives of the government indicated that their initial analysis of our actual damages exposure from direct governme nt sales under the GSA Schedule contract was approximately $ 145 million; since the initial meeting, the government’s analysis of our potential damages exposure relating to direct sales has increased. The government also indicated they are going to pursue claims for certain sales to California, Florida, and New York as well as sales to the federal government through reseller GSA Schedule co ntracts, which could significantly increase our potential damages exposure.
In 2012, a sealed civil lawsuit was filed against us related to compliance with the GSA Schedule contract and contracts with California, Florida, and New York. On July 18, 2014, the Court-imposed seal expired, and the government intervened in the lawsuit. On September 16, 2014, the states of California and Florida intervened in the lawsuit, and the state of New York notified the Court that it would not intervene. On October 3, 2014, the DOJ filed an amended complaint, which did not state a specific damages amount. On October 17, 2014, California and Florida combined their claims with those of the DOJ and the relator on behalf of New York in an Omnibus Complaint, and a First Amended Omnibus Complaint was filed on October 8, 2015; the state claims also do not state specific damages amounts. On June 6, 2019, we filed a motion seeking summary judgment on all claims asserted by all plaintiffs, and the plaintiffs filed a motion for partial summary judgment on elements of liability on their claims. On October 21, 2019, the DOJ moved for a Prejudgment Writ of Sequestration for the Company to set aside $ 1,090 million to pay a judgment, should the United States prevail in this litigation, under the Federal Debt Collection Procedures Act. The Writ was sought in response to the Company’s announcement of its plans to distribute the after-tax proceeds of the sale of the Symantec enterprise business to Broadcom to its shareholders via a special dividend. The Court denied the Writ on December 12, 2019, on the basis of the Government’s failure to establish the “probable validity” of the debt, the amount sought to be sequestered, and the Company’s available cash, cash equivalents and short-term investments. The Court permitted the DOJ limited discovery of facts relevant to the Company’s financial state and financial projections and the option to renew its motion if appropriate and supported by the analysis of its own financial expert. That discovery period has now closed. On March 30, 2020, the Court issued an Order granting in part and denying in part our motion for summary judgment and granting in part and denying in part the United States’ motion for partial summary judgment. On May 5, 2020, the Court ordered the parties to mediation, which concluded on September 4, 2020 without resolving the matter. On August 6, 2020, the Court set a trial date of August 2, 2021. On September 15, 2020, the Court ordered the parties to a further mediation, which is expected to occur in or about February 2021. On September 30, 2020, the Company filed a Motion for Reconsideration of certain rulings in the Court’s March 30 Summary Judgment Order. At this time, our current estimate of the low end of the range of probable estimated losses from this matter is $ 50 million, which we have accrued. It is possible that the litigation could lead to claims or findings of violations of the False Claims Act and could be material to our results of operations and cash flows for any period. Resolution of False Claims Act investigations can ultimately result in the payment of somewhere between one and three times the actual damages proven by the government, plus civil penalties. There is at least a reasonable possibility that a loss may have been incurred in excess of our accrual for this matter.
Avila v. LifeLock et al
On August 29, 2019, the Ninth Circuit issued a mandate remanding a securities class action lawsuit, originally filed on July 22, 2015, against our subsidiary, LifeLock, as well as certain of LifeLock’s former officers (the “LifeLock Defendants”) for further proceedings in the U.S. District Court for the District of Arizona. The Ninth Circuit had affirmed in part and reversed in part the August 21, 2017 decision of the District Court, which had dismissed the case with prejudice. The complaint in the remanded action alleges that, during a purported class period of July 30, 2014 to July 21, 2015, a period that predates our acquisition of LifeLock, the LifeLock Defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act. In fiscal 2020, we settled this lawsuit and recorded a charge of $ 20 million in General and administrative expenses. The United States District Court for the District of Arizona approved the settlement on July 21, 2020.
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Other
We are involved in a number of other judicial and administrative proceedings that are incidental to our business. Although adverse decisions (or settlements) may occur in one or more of the cases, it is not possible to estimate the possible loss or losses from each of these cases. The final resolution of these lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on our business, results of operations, financial condition or cash flows.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.