What changed in this filing

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Item 9A. Controls and Procedures

2024-05-16 compared with 2023-05-25 · 348 added, 648 removed, 1149 unchanged (46% of the section changed)

9 unchanged sentences

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 29, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We acquired Avast during September 2022.

Management excluded Avast from its assessment of the effectiveness of Gen’s internal control over financial reporting as of March 31, 2023.

Total assets (excluding goodwill and intangibles) and total revenues of Avast represent approximately 3%, or $462 million and 16%, or $518 million, respectively, of the Consolidated Financial Statements amounts as of, and for the year ended, March 31, 2023.

Management did not assess the effectiveness of internal controls over financial reporting of Avast due to the complexity associated with assessing internal control during integration efforts as well as the limited amount of time between the transaction date and the assessment date of March 31, 2023.

Our management has concluded that, as of March 29, 2024, our internal control over financial reporting was effective at the reasonable assurance level based on these criteria.

1 unchanged sentence

During the quarter ended March 31, 2023, except for changes in connection with our Merger with Avast discussed above, there were no changes in our internal controls over financial reporting or in other factors, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended March 29, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(d) Limitations on Effectiveness of Controls

4 unchanged sentences

Other Information

Insider adoption or termination of trading arrangements

During the fiscal quarter ended March 29, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K, Item 408.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

With regard to the information required by this item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in the 2024 Proxy Statement, and such disclosure, if any, is incorporated herein by reference.

Insider trading arrangements and policies

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.01 to this Annual Report on Form 10-K.

Executive Compensation

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The information required by this item will be included under the caption “Principal Accountant Fees and Services” in our 2024 Proxy Statement and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

Financial Statements

17 unchanged sentences

Recent Accounting Standards

Divestitures, Discontinued Operations and Assets Held for Sale

Assets Held for Sale

Business Combinations

15 unchanged sentences

We have audited the accompanying consolidated balance sheets of Gen Digital Inc.

and subsidiaries (the Company) as of March 31, 2023 and April 1, 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended March 31, 2023, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of March 29, 2024 and March 31, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended March 29, 2024, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of March 29, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and April 1, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2023, in conformity with U.S.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 29, 2024 and March 31, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended March 29, 2024, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 29, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Avast plc during September 2022 and management excluded it from its assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2023, Avast plc’s internal control over financial reporting associated with total assets (excluding goodwill and intangibles) and total revenues representing approximately 3%, or $462 million, and 16%, or $518 million, respectively, included in the consolidated financial statements of the Company as of and for the year ended March 31, 2023.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Avast plc.

Basis for Opinions

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(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The communication of critical audit matters does not alter in any way our opinion on the consolidated

financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Sufficiency of audit evidence over net revenues

As discussed in Note 1 to the consolidated financial statements, the Company’s net revenues are principally derived from the sale of packaged software products directly to end-user customers through a multi-tiered distribution channel.

As discussed in Note 1 to the consolidated financial statements, the Company’s net revenues are principally derived from the sale of products and services directly to end-user customers through multiple partner distribution channels.

The processing of customer orders through to the determination of net revenues to be recognized is reliant upon multiple information technology (IT) systems.

6 unchanged sentences

We applied auditor judgment to determine the nature and extent of procedures to be performed over net revenues.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the revenue process, including IT related controls.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the revenue process, including controls related to IT.

We involved IT professionals with specialized skills and knowledge, who assisted in identifying and testing key IT configuration and IT interface controls for the various systems processing and recording revenue transactions.

2 unchanged sentences

Assessment of uncertain tax positions

As discussed in Notes 1 and 13 to the consolidated financial statements, as of March 31, 2023, the Company recognized uncertain tax positions.

As discussed in Notes 1 and 13 to the consolidated financial statements, as of March 29, 2024, the Company recognized unrecognized tax benefits.

The Company evaluates uncertain tax positions to determine whether it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position.

As of March 31, 2023, the Company recorded a liability for gross unrecognized tax benefits of $710 million.

As of March 29, 2024, the Company has a liability for gross unrecognized tax benefits of $1,163 million.

We identified the assessment of uncertain tax positions as a critical audit matter.

Complex auditor judgment, including the involvement of tax professionals with specialized skills and knowledge, was required to evaluate the Company’s determination of uncertain tax positions, which included assessing the Company’s interpretation and application of tax laws globally across its multiple jurisdictions.

The following are the primary procedures we performed to address this critical audit matter.

12 unchanged sentences

(In millions, except par value per share amounts)

March 31, 2023 April 1, 2022

March 29, 2024 March 31, 2023

Current assets:

Cash and cash equivalents $ 846 $ 750

Short-term investments — 4

Accounts receivable, net 163 168

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Property and equipment, net 72 76

Operating lease assets 43 74

Intangible assets, net 2,638 3,097

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Contract liabilities 1,730 1,708

Current operating lease liabilities 26 18

Other current liabilities 599 729

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Long-term income taxes payable 1,490 820

Long-term operating lease liabilities 31 75

Other long-term liabilities 671 74

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3,000 shares authorized;

640 and 582 shares issued and outstanding as of March 31, 2023 and April 1, 2022, respectively

623 and 640 shares issued and outstanding as of March 29, 2024 and March 31, 2023, respectively

Accumulated other comprehensive income (loss) 11 ( 15 )

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(In millions, except per share amounts)

March 31, 2023 April 1, 2022 April 2, 2021

March 29, 2024 March 31, 2023 April 1, 2022

Net revenues $ 3,812 $ 3,338 $ 2,796

11 unchanged sentences

Other income (expense), net 6 ( 22 ) 163

Income (loss) from continuing operations before income taxes 804 1,042 872

Income (loss) before income taxes 459 804 1,042

Income tax expense (benefit) ( 157 ) ( 545 ) 206

Income (loss) from continuing operations 1,349 836 696

Income (loss) from discontinued operations — — ( 142 )

Net income (loss) $ 616 $ 1,349 $ 836

Income (loss) per share - basic:

Continuing operations $ 2.20 $ 1.44 $ 1.18

Discontinued operations $ — $ — $ ( 0.24 )

Net income per share - basic $ 2.20 $ 1.44 $ 0.94

Income (loss) per share - diluted:

Continuing operations $ 2.16 $ 1.41 $ 1.16

Discontinued operations $ — $ — $ ( 0.24 )

Net income per share - diluted $ 2.16 $ 1.41 $ 0.92

Net income (loss) per share - basic $ 0.97 $ 2.20 $ 1.44

Net income (loss) per share - diluted $ 0.96 $ 2.16 $ 1.41

Weighted-average shares outstanding:

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(In millions)

March 31, 2023 April 1, 2022 April 2, 2021

March 29, 2024 March 31, 2023 April 1, 2022

Net income (loss) $ 616 $ 1,349 $ 836

1 unchanged sentence

Foreign currency translation adjustments 10 ( 11 ) ( 51 )

Net unrealized gain (loss) on interest rate derivative instruments 16 — —

Other comprehensive income (loss), net of taxes 26 ( 11 ) ( 51 )

11 unchanged sentences

Shares withheld for taxes related to vesting of stock units ( 1 ) ( 16 ) — — ( 16 )

Repurchases of common stock ( 15 ) ( 304 ) — — ( 304 )

Cash dividends declared ($ 0.50 per share of common stock) and dividend equivalents accrued

1 unchanged sentence

Stock-based compensation — 70 — — 70

Exchange and extinguishment of convertible debt — ( 578 ) — — ( 578 )

Extinguishment of convertible debt — ( 152 ) — — ( 152 )

Balance as of April 1, 2022 582 1,851 ( 4 ) ( 1,940 ) ( 93 )

3 unchanged sentences

Shares withheld for taxes related to vesting of stock units ( 1 ) ( 19 ) — — ( 19 )

Repurchases of common stock ( 40 ) ( 904 ) — — ( 904 )

Cash dividends declared ($ 0.50 per share of common stock) and dividend equivalents accrued

2 unchanged sentences

Extinguishment of convertible debt — ( 100 ) — — ( 100 )

Balance as of April 1, 2022 582 1,851 ( 4 ) ( 1,940 ) ( 93 )

Cumulative effect adjustment from adoption of ASU 2020-06 (1)

— ( 7 ) — 6 ( 1 )

Acquisition consideration 94 2,141 — — 2,141

Balance as of March 31, 2023 640 2,800 ( 15 ) ( 585 ) 2,200

Net income (loss) — — — 616 616

3 unchanged sentences

Repurchases of common stock (2)

( 21 ) ( 444 ) — — ( 444 )

Cash dividends declared ($ 0.50 per share of common stock) and dividend equivalents accrued

1 unchanged sentence

Stock-based compensation — 138 — — 138

Extinguishment of convertible debt — ( 100 ) — — ( 100 )

Cumulative effect adjustment from adoption of ASU 2020-06 (1)

— ( 7 ) — 6 ( 1 )

Merger consideration 94 2,141 — — 2,141

Balance as of March 29, 2024 623 $ 2,227 $ 11 $ ( 41 ) $ 2,197

(1) Effective on April 2, 2022, the Company adopted ASU 2020-06 (Debt with Conversion and Other Options, ASC 470-20) using a modified retrospective method.

See Note 2 for further information about this recently adopted guidance.

(1) Effective on April 2, 2022, we adopted ASU 2020-06 (Debt with Conversion and Other Options, ASC 470-20) using a modified retrospective method.

(2) Amount includes excise tax on share repurchases.

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

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(In millions)

March 31, 2023 April 1, 2022 April 2, 2021

March 29, 2024 March 31, 2023 April 1, 2022

OPERATING ACTIVITIES:

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Non-cash operating lease expense 18 23 20

Impairment on non-marketable equity investments 40 — —

Changes in operating assets and liabilities, net of acquisitions:

21 unchanged sentences

Repurchases of common stock ( 441 ) ( 904 ) —

Other — — ( 1 )

Net cash provided by (used in) financing activities ( 1,961 ) 4,681 ( 333 )

7 unchanged sentences

Description of Business and Significant Accounting Policies

On August 10, 2021, we announced a transaction under which we intended to acquire the entire issued and to be issued ordinary share capital of Avast plc, a public company incorporated in England and Wales and a global leader of digital security and privacy headquartered in Prague, Czech Republic (Avast and such transaction, the Merger).

On September 12, 2022, we completed the Merger with Avast, and its results of operations have been included in our Consolidated Statements of Operations beginning September 12, 2022.

See Note 4 for further information about this business combination.

In connection with the Merger, effective November 7, 2022, we changed our corporate name from NortonLifeLock Inc.

to Gen Digital Inc.

Gen is a global company powering Digital Freedom with a family of trusted consumer brands including Norton, Avast, LifeLock, Avira, AVG, ReputationDefender and CCleaner.

Gen Digital Inc.

is a global company powering Digital Freedom with a family of trusted consumer brands including Norton, Avast, LifeLock, Avira, AVG, ReputationDefender and CCleaner.

Our cyber safety portfolio provides protection across multiple channels and geographies, including security and performance, identity protection, and online privacy.

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We have also evolved beyond traditional cyber safety to offer adjacent trust-based solutions, including digital identity and access management, digital reputation, and restoration support services.

On September 12, 2022, we completed our acquisition of Avast, plc (Avast).

Avast has been included in our Consolidated Statements of Operations since the acquisition date.

See Note 4 for further information about this business combination.

Basis of presentation

The accompanying Consolidated Financial Statements of Gen Digital Inc.

and our wholly-owned subsidiaries are prepared in conformity with generally accepted accounting principles in the United States (GAAP).

and our wholly-owned subsidiaries are prepared in conformity with generally accepted accounting principles in the United States (U.S.

All significant intercompany accounts and transactions have been eliminated in consolidation.

1 unchanged sentence

We have a 52/53-week fiscal year ending on the Friday closest to March 31.

Fiscal 2023, 2022 and 2021 in this report refers to fiscal years ended March 31, 2023, April 1, 2022, and April 2, 2021, respectively, each of which was a 52-week year.

Fiscal 2024, 2023 and 2022 in this report refers to fiscal years ended March 29, 2024, March 31, 2023 and April 1, 2022, respectively, each of which was a 52-week year.

Use of estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated 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.

The preparation of Consolidated Financial Statements in conformity with U.S.

GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated 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 assessing of unrecognized tax benefits, and valuation of assets and liabilities.

On an ongoing basis, management determines these estimates and assumptions based on historical experience and on various other assumptions that are believed to be reasonable.

1 unchanged sentence

Actual results could differ from such estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment as a result of macroeconomic factors such as inflation, fluctuations in foreign currency exchange rates relative to the U.S.

dollars, our reporting currency, changes in interest rates, the COVID-19 pandemic and Russia’s invasion of Ukraine, and such differences may be material to the Consolidated Financial Statements.

dollars, our reporting currency, changes in interest rates, Russia’s invasion of Ukraine, and the Israel-Hamas conflict, and such differences may be material to the Consolidated Financial Statements.

Significant Accounting Policies

1 unchanged sentence

Revenue recognition

We sell products and services directly to end-users and packaged software products through a multi-tiered distribution channel.

We recognize revenue when control of the promised products or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for such products or services.

We sell products and services directly to end-users and through multiple partner distribution channels.

Revenue recognition begins when we transfer control of the promised products or services to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for such products or services.

Our customer definition aligns with the control principles as outlined under Accounting Standards Codification (ASC) 606.

Performance periods are generally one year or less, and payments are generally collected up front.

Revenue is recognized net of allowances for partner incentives and rebates, and any taxes collected from customers and subsequently remitted to governmental authorities.

Revenue from e-commerce partners is recognized on a gross basis before the deduction of partner incentive and fees.

Taxes will be collected by our e-commerce partners and subsequently remitted to governmental authorities.

Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

Our customers are primarily users of our products and solutions who sign up on our e-commerce platform and have a direct billing relationship with us.

However, our customers, also include users who do not have a direct billing relationship with us but register on our e-commerce site through our e-commerce partners.

When referring to e-commerce partners, we are referring to those that are our fulfillment and payment processors who perform primarily administrative functions, such as collecting payment and remitting any required sales tax to governmental authorities.

Revenue from these e-commerce partners is recognized on a gross basis, excluding fees paid to e-commerce partners.

We offer various channel rebates for our products.

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We record estimated reserves for rebates as an offset to revenue or contract liabilities.

Reserves for rebates, recorded in Other current liabilities, were $ 4 million and $ 5 million as of March 31, 2023 and April 1, 2022, respectively.

Reserves for rebates, recorded in Other current liabilities, were $ 4 million as of March 29, 2024 and March 31, 2023.

For products that include content updates and services, rebates are recognized as a ratable offset to revenue or contract liabilities over the term of the subscription.

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We therefore consider the software license and related support obligations a single, combined performance obligation with revenue recognized over time as our solutions are delivered.

Revenue from services is recognized as services are completed or ratably over the contractual period.

Fair value measurements

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Cash equivalents are carried at amounts that approximate fair value due to the short period of time to maturity.

Short-term investments .

Short-term investments consist primarily of corporate bonds.

They are classified as available-for-sale and recognized at fair value using Level 1 and Level 2 inputs, which are quoted using market prices, independent pricing vendors or other sources, to determine the fair value.

Unrealized gains and losses, net of tax, are included in Accumulated other comprehensive income (loss) (AOCI).

We regularly review our investment portfolio to identify and evaluate investments that have indications of impairment.

Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses.

Factors considered in determining if a credit loss exists include:

the extent to which the fair value has been lower than the cost basis, any changes to the rating of the security by a rating agency and any adverse financial conditions specifically related to the security.

Expected credit losses on available-for-sale debt securities are recognized in Other income (expense), net in our Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in AOCI in our Consolidated Statements of Stockholders’ Equity (Deficit).

Non-marketable investments.

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We maintain an allowance for doubtful accounts or expected credit losses to reserve for expected uncollectible receivables.

We review our accounts receivables by aging category to identify specific customers with known disputes or collectability issues.

We review our accounts receivable by aging category to identify specific customers with known disputes or collectability issues.

In addition, we maintain an allowance for all other receivables not included in the specific reserve by applying specific percentages of projected uncollectible receivables to the various aging categories.

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We expense costs incurred related to the planning and post-implementation phases of development as incurred.

As of March 31, 2023 and April 1, 2022, capitalized costs, net of amortization, were $ 6 million and $ 6 million, respectively.

As of March 29, 2024 and March 31, 2023, capitalized costs, net of amortization, were $ 5 million and $ 6 million, respectively.

We determine if an arrangement is a lease at inception.

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The accounting guidance gives us the option to perform a qualitative assessment to determine whether further impairment testing is necessary.

The qualitative assessment considers events and circumstances that might indicate that a reporting unit’s fair value is less than

its carrying amount.

The qualitative assessment considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carrying amount.

If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed.

2 unchanged sentences

Long-lived assets

In connection with our acquisitions, we generally recognize assets for customer relationships, developed technology, finite-lived trade names, patents and indefinite-lived trade names.

In connection with our acquisitions, we generally recognize assets for customer relationships, developed technology, finite-lived trade names and indefinite-lived trade names.

Finite-lived intangible assets are carried at cost less accumulated amortization.

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Deferred revenue represents billings under non-cancelable contracts before the related product or service is transferred to the customer.

Certain arrangements include terms that allow the customer to terminate the contract and receive a pro-rata refund for a period of time.

Certain arrangements include terms that allow the customer to terminate the contract and receive a refund for a period of time.

In these arrangements, we have concluded there are no enforceable rights and obligations during the period in which the option to cancel is exercisable by the customer, and therefore the consideration received or due from the customer is recorded as a customer deposit liability.

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We also assess the likelihood that deferred tax assets will be realized from future taxable income and based on weighting positive and negative evidence, we will assess and determine the need for a valuation allowance, if required.

The determination of our valuation allowance involves assumptions, judgments and estimates, including forecasted earnings, future taxable income

and the relative proportions of revenue and income before taxes in the various domestic and international jurisdictions in which we operate.

To the extent we establish a valuation allowance or change the valuation allowance in a period, we reflect the change with a corresponding increase or decrease to our tax expense.

We record accruals for uncertain tax positions when we believe that it is not more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

The determination of our valuation allowance involves assumptions, judgments and estimates, including forecasted earnings, future taxable income and the relative proportions of revenue and income before taxes in the various domestic and international jurisdictions in which we operate.

To the extent we establish a valuation allowance or change the valuation allowance in a period, we reflect the change with a corresponding increase or decrease to Income tax expense (benefit) in our Consolidated Statements of Operations.

We record accruals for unrecognized tax benefits when we believe that it is not more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

We also record accruals for unrecognized tax benefits at the largest amount that is greater than 50 % likely of being realized based on the technical merits of the position.

We adjust these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.

The provision for income taxes includes the effects of adjustments for uncertain tax positions as well as any related interest and penalties.

The provision for income taxes includes the effects of adjustments for unrecognized tax benefits as well as any related interest and penalties.

Stock-based compensation

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The fair value of each PRU that contains a market condition is estimated using the Monte Carlo simulation model.

The fair values of RSUs and PRUs are not discounted by the dividend yield because our RSUs and PRUs include dividend-equivalent rights, except for the $ 4 million unvested RSUs assumed as part of the Merger with Avast.

The fair values of RSUs and PRUs are not discounted by the dividend yield because our RSUs and PRUs include dividend-equivalent rights, except for the 4 million unvested RSUs assumed as part of our acquisition of Avast.

We use the Black-Scholes model to determine the fair value of stock options and the fair value of rights to acquire shares of common stock under our ESPP .

The Black-Scholes valuation model incorporates a number of variables, including our expected stock price volatility over the expected life of the awards, actual and projected employee exercise and forfeiture behaviors, risk-free interest rates and expected dividends.

If the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected life, we estimate the expected life of the stock option awards granted based on its expected term using the simplified method available under U.S.

If we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected life, we estimate the expected life of the stock option awards granted based on its expected term using the simplified method available under U.S.

Foreign currency

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dollar against foreign currencies, changes in local regulatory or economic conditions, or piracy could adversely affect our operating results.

Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, short-term investments and trade accounts receivable.

Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents and trade accounts receivable.

Our investment policy limits the amount of credit risk exposure to any one issuer and to any one country.

A majority of our trade receivables are derived from sales to distributors and retailers.

A majority of our trade receivables are derived from sales to E-commerce partners and retailers.

The credit risk in our trade accounts receivable is substantially mitigated by our credit evaluation process, reasonably short collection terms and the geographical dispersion of sales transactions.

Distributors that accounted for over 10% of our total billed and unbilled accounts receivable, are as follows:

March 31, 2023 April 1, 2022

Distributor A 13 % 23 %

Distributor B 14 % N/A

E-commerce partners that accounted for over 10% of our total billed and unbilled accounts receivable, are as follows:

March 29, 2024 March 31, 2023

E-commerce partner A

E-commerce partner B

Advertising and other promotional costs

Advertising and other promotional costs are charged to operations as incurred and included in sales and marketing expenses.

Advertising and other promotional costs are expensed as incurred, and are recorded in sales and marketing expenses.

These costs totaled $ 438 million, $ 405 million, and $ 423 million for fiscal 2024, 2023 and 2022, respectively.

6 unchanged sentences

Recent Accounting Standards

Recently adopted authoritative guidance

Debt with Conversion and Other Options .

In August 2020, the FASB issued Accounting Standards Update 2020-06 (ASU 2020-06) which 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, entities will no longer separately present embedded conversion features in equity.

A convertible debt instrument will be accounted for wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging , or (2) a convertible debt instrument was issued at a substantial premium.

In addition, the debt discount, which is equal to the carry value of the embedded conversion feature upon issuance, will no longer be amortized as interest expense over the life of the instrument.

The new guidance also requires the use of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share and include the effect of share settlement for instruments that may be settled in cash or shares.

See Note 16 for further information related to the diluted earnings per share calculation.

We adopted this standard as of April 2, 2022, the first day of fiscal 2023, using a modified retrospective method of transition, under which, financial results and earnings per share amounts reported in prior periods were not adjusted or restated in our Consolidated Financial Statements.

As such, the new guidance was applied to the convertible debt instruments outstanding as of the beginning of this fiscal year, with the cumulative effect of adoption recognized through an adjustment to the opening balance of retained earnings.

We increased the carrying amount of the New 2.0 % Convertible Notes (as defined in Note 10) by approximately $ 1 million and reduced additional paid-in capital by approximately $ 7 million, net of tax.

The net effect of these adjustments was recorded as an increase to retained earnings as of April 2, 2022.

Reference Rate Reform.

In March 2020, the FASB issued new guidance providing temporary optional expedients and exceptions to ease the financial reporting burden of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (SOFR).

The standard was effective upon issuance and may generally be applied through December 31, 2024, to any new or amended contracts, hedging relationships and other transactions that reference LIBOR.

During fiscal 2023, w e fully transitioned to SOFR and no longer use LIBOR on any debt or material contractual arrangements that are outstanding.

Any future contracts, hedging relationships and other transactions will be SOFR denominated.

Recently issued authoritative guidance not yet adopted

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

In November 2023, the Financial Accounting Standards Board (FASB) issued new guidance to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

This is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

We do not expect the adoption of this guidance will have a material impact on our Consolidated Financial Statements and disclosures.

ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

In December 2023, the FASB issued new guidance to update income tax disclosure requirements, requiring disaggregated information about an entity’s effective tax rate reconciliation as well as income taxes paid.

This is effective for fiscal years beginning after December 15, 2024.

We are currently evaluating the impact of the adoption of this guidance on our 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 Statements or disclosures.

Divestitures, Discontinued Operations and Assets Held for Sale

Enterprise Security assets

On November 4, 2019, we completed the sale of certain of our Enterprise Security assets and certain liabilities to Broadcom Inc.

(Broadcom sale) for a purchase price of $ 10.7 billion.

As a result of the sale, the majority of the results of our Enterprise Security business and certain related costs were classified as discontinued operations in our Consolidated Statements of Operations and thus excluded from both continuing operations and segment results for all periods presented.

During fiscal 2021, in connection with the Broadcom sale, we recognized costs for severance and termination benefits as part of our November 2019 restructuring plan, which was included in Income (loss) from discontinued operations in our Consolidated Statements of Operations.

These activities were completed during fiscal 2021.

See Note 12 for information associated with our restructuring activities.

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 were included in discontinued operations.

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 fiscal 2021, the transition services were completed.

Dedicated direct costs, net of charges to Broadcom, for these transition services were $ 9 million during fiscal 2021.

These direct costs were presented as part of Other income (expense), net in the Consolidated Statements of Operations.

Discontinued Operations

The following table presents information regarding certain components of income (loss) from discontinued operations, net of income taxes during the year ended April 2, 2021.

There was no discontinued operations activity during the years ended March 31, 2023 and April 1, 2022.

(In millions)

April 2, 2021

Net revenues $ 1

Gross profit $ 1

Operating income (loss) $ ( 177 )

Income (loss) before income taxes $ ( 176 )

Income tax expense (benefit) $ ( 34 )

Income (loss) from discontinued operations, net of taxes $ ( 142 )

Assets Held for Sale

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However, the commercial real estate market was adversely affected by the COVID-19 pandemic, which delayed the expected timing of such sales.

On July 27, 2020, we completed the sale of our Culver City, California property, which was previously classified as held for sale during the first quarter of fiscal 2021, for cash consideration of $ 118 million, net of selling costs, and recognized a gain on sale of $ 35 million.

On April 1, 2021, we completed the sale of certain land and buildings in Mountain View, California, which was previously classified as held for sale as of April 3, 2020, for cash consideration of $ 100 million, net of selling costs, and recognized a gain on sale of $ 63 million.

On July 14, 2021, we completed the sale of certain land and buildings in Mountain View, California for cash consideration of $ 355 million, net of selling costs, and recognized a gain of $ 175 million on the sale.

During the second quarter of fiscal 2023 , we determined certain land and buildings in Mountain View, California, which were previously reported as assets held for sale as of April 1, 2022, no longer qualified as held for sale classification.

As a result, we reclassified the aggregate $ 26 million carrying value from assets held for sale to property and equipment, net, in our Consolidated Balance Sheets and recorded an immaterial catch-up depreciation adjustment, which is included in our Consolidated Statements of Operations.

During the fourth quarter of fiscal 2023, we determined certain land and buildings in Dublin, Ireland, which were previously reported as property and equipment, net as of April 1, 2022, now qualifies as held for sale classification.

As a result, we reclassified the aggregate $ 23 million carrying value from property and equipment, net to assets held for sale in our Consolidated Balance Sheets.

We continue to actively market the remaining properties held for sale.

We have taken into consideration the current real estate values and demand and continue to execute plans to sell these properties.

As a result, we recognized an impairment of $ 23 million representing the difference between the estimated net sales price and the carrying value of one of our properties.

During the first quarter of fiscal 2022, we completed the sale of certain land and buildings in Mountain View, California for cash consideration of $ 355 million, net of selling costs, and recognized a gain of $ 175 million on the sale.

During fiscal 2023, we determined land and buildings in Dublin, Ireland, which were previously reported as property and equipment, now qualifies as held for sale.

During the first quarter of fiscal 2024, we completed the sale of certain land and buildings in Dublin, Ireland, which were previously classified as held for sale as of March 31, 2023, for cash consideration of $ 13 million, net of selling costs, and recognized a gain on sale of $ 4 million.

The remaining land and building in Dublin, Ireland, remains as held for sale.

During the third quarter of fiscal 2024, we completed the sale of certain land and buildings in Tucson, Arizona, which were previously classified as held for sale as of March 31, 2023, for cash consideration of $ 12 million, net of selling costs.

We recognized a gain on sale of $ 5 million.

We have taken into consideration the current real estate values and demand and continue to execute pla ns to sell the remaining property.

As of March 29, 2024, this property remains classified as assets held for sale.

During fiscal 2023, there were no other impairments because the fair value of the other properties less costs to sell either equals or exceeds their carrying value.

During fiscal 2024, there were no impairments because the fair value of the property less costs to sell either equals or exceeds its carrying value.

Business Combinations

Merger with Avast

On August 10, 2021, we announced a transaction under which we intended to acquire the entire issued and to be issued share capital of Avast plc, a public company incorporated in England and Wales (Avast and such transaction, the Merger).

The Merger was implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (the Scheme).

Under the terms of the Merger, Avast shareholders were entitled to elect to receive, for each ordinary share of Avast held, in respect of their entire holding of Avast shares, either:

(i) $ 7.61 in cash and 0.0302 of a new share of our common stock (such option, the Majority Cash Option);

or (ii) $ 2.37 in cash and 0.1937 of a new share of our common stock (such option, the Majority Stock Option).

Each Avast Director who held Avast shares elected for the Majority Stock Option in respect to their entire beneficial holdings of Avast shares.

The Merger was approved by our Board of Directors and by our shareholders, the Board of Directors and shareholders of Avast, and regulators including the Federal Trade Commission under the U.S.

Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) and in Europe, the German Federal Cartel Office, the Spanish National Markets and Competition Commission and the U.K.

Competition and Markets Authority.

Closing of Merger with Avast

On September 12, 2022 (Closing Date), we completed the Merger with Avast, and as a result, we have changed our corporate name to Gen Digital Inc.

and have become dual headquartered in Tempe, Arizona and Prague, Czech Republic, although our principal executive offices remain in Tempe, Arizona.

Prior to the Merger, Avast was a global leader in consumer cybersecurity, offering a comprehensive range of digital security and privacy products and services that protected and enhanced users’ online experiences.

With this Merger, we are positioned to provide a broad and complementary consumer product portfolio with greater geographic diversification and access to a larger user base.

Upon completion of the Merger, we acquired all of the outstanding common stock of Avast.

Based on the election of the Avast shareholders, we paid cash consideration of approximately $ 6,910 million and issued 94,201,223 shares o f our common stock to Avast shareholders.

As a result, immediately following the closing of the Merger, Avast shareholders owned approximately 14 % of our outstanding common stock.

The fair value of our common stock provided on September 12, 2022 in exchange for all outstanding ordinary shares of Avast was approximately $ 2,141 million.

Consideration transferred

The total consideration for the Merger with Avast was approximately $ 8,688 million, net of cash acquired, and consisted of the following:

(In millions) September 12, 2022

Cash and equity consideration for outstanding Avast common shares (1)

Repayment of outstanding Avast debt (2)

Total consideration 9,051

Cash acquired 363

Net consideration transferred $ 8,688

(1) Represents the total value of cash paid and our common stock issued to Avast shareholders pursuant to the Majority Cash/Stock Option in the Scheme.

(2) Represents the cash consideration paid concurrent with the close of the Merger to retire certain Avast debt, including repayment of the associated principal, accrued interest, premiums and other costs.

Fair value of assets acquired and liabilities assumed

We accounted for the Merger as a business combination.

The identifiable assets acquired and liabilities assumed of Avast were recorded at their estimated fair values as of the acquisition date and consolidated with those of our company.

The allocation of purchase price requires management to make significant estimates and assumptions in determining the fair values of the assets acquired and liabilities assumed, especially with respect to intangible assets.

Third-party valuation specialists were also utilized for certain estimates.

Our preliminary allocation of the aggregate purchase price, based on the estimated fair values of the assets acquired and liabilities assumed, as of the acquisition date, inclusive of measurement period adjustments, is as follows:

Fiscal 2023 Avast acquisition

During the second quarter of fiscal 2023, we acquired all of the outstanding common stock of Avast.

Prior to the acquisition, Avast was a global leader in consumer cybersecurity, offering a comprehensive range of digital security and privacy products and services that protected and enhanced users’ online experiences.

With this acquisition, we are positioned to provide a broad and complementary consumer product portfolio with greater geographic diversification and access to a larger user base.

The total consideration for the acquisition of Avast was approximately $ 8,688 million, net of cash acquired.

Our final allocation of the aggregate purchase price for the acquisition as of September 12, 2022, was as follows:

(In millions) September 12, 2022

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Total purchase price $ 8,688

The allocation of the purchase price is based upon a preliminary valuation, and as additional information becomes available, our estimates and assumptions may be subject to refinement within the measurement period, which may be up to one year from the acquisition date.

Adjustments to the purchase price may require adjustments to goodwill prospectively.

The primary areas of preliminary purchase price allocation that are not yet finalized include certain tax and litigation matters.

During the fourth quarter of fiscal 2023, we recorded measurement period adjustments resulting in a net increase to goodwill of $ 84 million, primarily related to updated information regarding long-term deferred tax liabilities, which resulted in an increase of $ 88 million of long-term deferred tax liabilities, offset by other immaterial adjustments.

The preliminary goodwill of $ 7,349 million represents the excess of the consideration transferred over the fair values of the assets acquired and liabilities assumed.

It is attributable to the expected synergies of the Merger, including future cost savings from planned integration of infrastructure, facilities, personnel and systems, and other benefits that are anticipated to be generated by combining both companies.

Goodwill is allocated to our single reportable segment.

Substantially all of the goodwill recognized is expected to be deductible for U.S.

tax purposes.

See Note 6 for further information on goodwill.

Preliminary identified intangible assets and their respective useful lives, as of September 12, 2022, are as follows:

(In millions, except for useful lives) Fair Value Weighted-Average Estimated Useful Life

Customer relationships (1)

$ 1,055 7 years

Developed technology (2)

1,244 6 years

Finite-lived trade names (2)

Total identified intangible assets $ 2,383

(1) Customer relationships were valued using the multi-period excess earnings method, which is a form of the income approach that primarily considers customer retention rate.

(2) Developed technology and finite-lived trade names were valued using the relief-from-royalty method, which is a form of the income approach that primarily considers technology migration and probability of use, respectively.

In connection with the Merger, on September 12, 2022, we entered into the Amended and Restated Credit Agreement (Credit Agreement) with certain financial institutions, in which they agreed to provide us with (i) a $ 1,500 million revolving credit facility (Revolving Facility), a $ 3,910 million term loan A facility (Term A Facility), (iii) a $ 3,690 million term loan B facility (Term B Facility) and (iv) a $ 750 million tranche A bridge loan (Bridge Loan) (collectively, the senior credit facilities).

The Bridge Loan was undrawn and immediately terminated upon the Merger’s close.

The proceeds were or will be used (i) to finance the cash consideration payable for the Merger, (ii) to repay in full and terminate all commitments under Avast’s credit facility, (iii) to pay expenses relating to the Merger, (iv) to add cash to the balance sheet and (v) for general corporate purposes and on-going business activities.

See Note 10 for further information about these debt instruments and the related debt covenants.

In connection with the financing provided by the Term B Facility, we incurred customary ticking fees with respect to the undrawn commitments that began accruing on the 61st day post-syndication.

The ticking fees were payable at the per annum rate of (i) 50 % of the interest rate margin for adjusted SOFR (or applicable replacement rate) loans for 61-90 days from January 28, 2022, the syndication date, and (ii) 100 % of the interest rate margin for adjusted SOFR (or applicable replacement rate) loans on and after 91 days from the syndication date.

Ticking fees were payable on the Closing Date of the Merger and capitalized as a portion of debt issuance cost for the Term B Facility.

During the year ended March 31, 2023, we paid $ 31 million in ticking fees.

Impact on operating results

The operating results of Avast have been included in our Consolidated Statements of Operations beginning September 12, 2022.

Our results of operations for fiscal 2023 include $ 518 million of net revenues of Avast.

This total post-acquisition revenue is not comparable to pre-acquisition results due to our product integration strategy, cross-selling activities and the reallocation of performance marketing spend deployed to maximize total Gen revenue and not revenue by brand.

It is impracticable to provide income before income taxes attributable to Avast subsequent to the Merger due to the integration of our operations.

The Company does not consider it to be a separate operating unit or separate reporting segment, but rather an integrated brand, selling and marketing strategy, and is in the advanced stages of completing the full integration of Avast with our ongoing operations.

We recognized transaction and integration costs of $ 77 million and $ 35 million for the years ended March 31, 2023 and April 1, 2022, respectively.

These costs were primarily associated with legal and professional services and other regulatory closing fees, which were expensed as incurred and included in general and administrative expenses in our Consolidated Statements of Operations.

On the Closing Date of the Merger, we incurred $ 145 million of debt issuance costs associated with the senior credit facilities, of which $ 132 million was capitalized and recorded as a reduction of outstanding debt balances and $ 10 million was capitalized and included in Other long-term assets in our Consolidated Balance Sheets.

The remaining $ 3 million was capitalized but immediately extinguished in conjunction with the termination of the Bridge Loan.

Our estimates and assumptions were subject to refinement within the measurement period, which ended during the second quarter of fiscal 2024.

Adjustments to the purchase price during the measurement period required adjustments to be made to goodwill.

During fiscal 2024, we recorded measurement period adjustments resulting in a net decrease to goodwill of $ 14 million, resulting from updated information regarding deferred tax liabilities, which resulted in a decrease of $ 14 million of long-term deferred tax liabilities.

Unaudited pro forma information

The following unaudited pro forma financial information represents the combined historical results for the year ended March 31, 2023 and April 1, 2022, as if the Merger had been completed on April 3, 2021, the first day of fiscal 2022.

The following unaudited pro forma financial information represents the combined historical results for the year ended March 31, 2023 and April 1, 2022, as if the acquisition had been completed on April 3, 2021, the first day of fiscal 2022.

The results presented below include adjustments to conform Avast financial information, prepared in accordance with International Financial Reporting Standards (IFRS), to U.S.

GAAP as well as the impacts of material, nonrecurring pro forma adjustments, including amortization of acquired intangible assets, interest on debt issued to finance the Merger, and acquisition-related transaction costs, and the income tax effect of the other pro forma adjustments.

The unaudited pro forma results do not include any anticipated synergies or other expected benefits of the Merger.

GAAP as well as the impacts of material, nonrecurring pro forma adjustments, including amortization of acquired intangible assets, interest on debt issued to finance the acquisition, and acquisition-related transaction costs, and the income tax effect of the other pro forma adjustments.

The unaudited pro forma results do not include any anticipated synergies or other expected benefits of the acquisition.

The following table summarizes the unaudited pro forma financial information:

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Net income (loss) $ 1,133 $ 242

The unaudited pro forma financial information is provided for informational purposes only and are not indicative of future operations or results that would have been achieved had the Merger been completed as of the beginning of fiscal 2022.

Fiscal 2022 acquisition

On September 15, 2021, we completed an acquisition of an online reputation management and digital privacy solutions company for total aggregate consideration of $ 39 million, net of $ 1 million cash acquired.

The purchase price was primarily allocated to intangible assets and goodwill.

Our estimates and assumptions were subject to refinement within the measurement period, which is up to one year from the acquisition date.

Adjustments to the purchase price during the measurement period required adjustments to be made to goodwill.

The measurement period ended on September 14, 2022.

Fiscal 2021 acquisition

On January 8, 2021, we completed our acquisition of Avira.

Avira provided a consumer-focused portfolio of cybersecurity and privacy solutions primarily in Europe and key emerging markets.

The total aggregate consideration for the acquisition was $ 344 million, net of $ 32 million cash acquired.

Our final allocation of the aggregate purchase price for the acquisition as of January 8, 2021, was as follows:

(In millions) January 8, 2021

Current assets $ 12

Intangible assets 162

Other long-term asset 21

Total assets acquired 456

Current liabilities 29

Contract liabilities 54

Other long-term obligations 29

Total liabilities assumed 112

Total purchase price $ 344

Our estimates and assumptions were subject to refinement within the measurement period, which was up to one year from the acquisition date.

Adjustments to the purchase price during the measurement period required adjustments to be made to goodwill.

The measurement period ended on January 7, 2022.

The unaudited pro forma financial information is provided for informational purposes only and is not indicative of future operations or results that would have been achieved had the acquisition been completed as of the beginning of fiscal 2022.

Contract liabilities

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Balance as of April 1, 2022 $ 2,873

Acquisitions 25

Acquisition of Avast 7,265

Purchase accounting adjustments 84

Translation adjustments ( 5 )

Balance as of April 1, 2022 2,873

Merger with Avast 7,265

Balance as of March 31, 2023 10,217

Purchase accounting adjustments ( 14 )

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Intangible assets, net

March 31, 2023 April 1, 2022

The following table summarizes the components of our intangible assets, net:

March 29, 2024 March 31, 2023

(In millions) Gross

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Total intangible assets $ 3,814 $ ( 1,176 ) $ 2,638 $ 3,933 $ ( 836 ) $ 3,097

As a result of the Merger with Avast, we recorded $ 2,383 million of acquired intangible assets during the second quarter of fiscal 2023.

See Note 4 for further information about this business combination.

Amortization expense for purchased intangible assets is summarized below:

Year Ended Consolidated Statements of Operations Classification

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Customer relationships and other $ 233 $ 172 $ 85 Operating expenses

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Cash and cash equivalents:

(In millions) March 31, 2023 April 1, 2022

(In millions) March 29, 2024 March 31, 2023

Cash $ 408 $ 576

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Accounts receivable, net:

(In millions) March 31, 2023 April 1, 2022

(In millions) March 29, 2024 March 31, 2023

Accounts receivable $ 165 $ 169

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Other current assets:

(In millions) March 31, 2023 April 1, 2022

(In millions) March 29, 2024 March 31, 2023

Prepaid expenses $ 142 $ 122

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Property and equipment, net:

(In millions) March 31, 2023 April 1, 2022

(In millions) March 29, 2024 March 31, 2023

Land $ 13 $ 13

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Buildings 28 28

Leasehold improvements 28 56

Building and leasehold improvements

Construction in progress 1 1

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Total property and equipment, net $ 72 $ 76

During the second quarter of fiscal 2023, we reclassified $ 26 million of buildings and leasehold improvements, which were previously reported as held for sale as of April 1, 2022, to property and equipment, net.

Adjustments associated with catch-up depreciation were immaterial.

As a result, we reclassified the aggregate $ 23 million carrying value from property and equipment, net to assets held for sale in our Consolidated Balance Sheets.

Refer to Note 3 for further information about our assets held for sale.

Depreciation and amortization expense of property and equipment was $ 23 million, $ 21 million, and $ 16 million in fiscal 2024, 2023 and 2022, respectively.

Other long-term assets:

(In millions) March 31, 2023 April 1, 2022

(In millions) March 29, 2024 March 31, 2023

Non-marketable equity investments $ 136 $ 176

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Deferred income tax assets 1,215 353

Operating lease assets

Long-term prepaid royalty 21 36

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Short-term contract liabilities:

(In millions) March 31, 2023 April 1, 2022

(In millions) March 29, 2024 March 31, 2023

Deferred revenue $ 1,133 $ 1,153

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Other current liabilities:

(In millions) March 31, 2023 April 1, 2022

(In millions) March 29, 2024 March 31, 2023

Income taxes payable $ 198 $ 172

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Accrued interest 78 27

Current operating lease liabilities

Other accrued liabilities 83 96

Total other current liabilities $ 599 $ 729

Other long-term liabilities:

(In millions) March 29, 2024 March 31, 2023

Long-term accrued legal fees $ 586 $ —

Long-term operating lease liabilities

Total other long-term liabilities $ 671 $ 74

Long-term income taxes payable:

(In millions) March 31, 2023 April 1, 2022

(In millions) March 29, 2024 March 31, 2023

Unrecognized tax benefits (including interest and penalties)

$ 1,346 $ 509

Deemed repatriation tax payable 139 310

Other long-term income taxes 5 1

Uncertain tax positions (including interest and penalties) 509 556

Total long-term income taxes payable $ 1,490 $ 820

Other income (expense), net:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Interest income $ 25 $ 15 $ —

Foreign exchange gain (loss) (1)

(Loss) gain on early extinguishment of debt ( 9 ) ( 3 ) 20

Gain on sale of properties — 175 98

Transition service expense, net — — ( 9 )

3 ( 8 ) ( 2 )

Gain (loss) on early extinguishment of debt

— ( 9 ) ( 3 )

Gain (loss) on equity investments

( 40 ) ( 7 ) ( 7 )

Gain (loss) on sale of properties

Other 9 ( 13 ) —

Total other income (expense), net $ 6 $ ( 22 ) $ 163

(1) We recognize foreign currency remeasurement adjustments on unrecognized tax benefits and deferred taxes as a component of Income tax expense (benefit) in our Consolidated Statements of Operations.

Foreign currency remeasurement adjustments recognized in Income tax expense (benefit) were ($ 27 ) million, ($ 18 ) million, and ($ 19 ) million for fiscal 2024, 2023 and 2022, respectively.

Supplemental cash flow information:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

Income taxes paid, net of refunds $ 456 $ 356 $ 341

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Income taxes paid (received), net

$ ( 476 ) $ 456 $ 356

Interest expense paid $ 607 $ 390 $ 120

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Operating lease assets obtained in exchange for operating lease liabilities $ — $ 23 $ 35

Reduction of operating lease assets as a result of lease terminations and modifications $ 31 $ 17 $ 26

Reduction (increase) of operating lease assets as a result of lease terminations and modifications

$ ( 20 ) $ 31 $ 17

Non-cash investing and financing activities:

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Extinguishment of debt with borrowings from same creditors $ — $ — $ 494

Non-cash consideration for the Merger with Avast $ 2,141 $ — $ —

Non-cash consideration for the acquisition of Avast $ — $ 2,141 $ —

Financial Instruments and Fair Value Measurements

The following table summarizes our financial instruments measured at fair value on a recurring basis:

March 31, 2023 April 1, 2022

March 29, 2024 March 31, 2023

(In millions) Fair Value Level 1 Level 2 Fair Value Level 1 Level 2

Money market funds $ 438 $ 438 $ — $ 174 $ 174 $ —

Corporate bonds — — — 4 — 4

Interest rate swaps (1)

16 — 16 — — —

Total $ 454 $ 438 $ 16 $ 174 $ 174 $ —

(1) The fair value of our interest rate swaps is less than $ 1 million as of March 31, 2023.

We did not have any interest rate swaps as of April 1, 2022.

Financial instruments not recorded at fair value on a recurring basis include our non-marketable equity investments and our long-term debt.

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 March 31, 2023 and April 1, 2022, the carrying value of our non-marketable equity investments was $ 176 million and $ 178 million, respectively.

As of March 29, 2024 and March 31, 2023, the carrying value of our non-marketable equity investments was $ 136 million and $ 176 million, respectively.

During fiscal 2024, we recognized $ 40 million in impairment on our non-marketable equity investments.

Current and long-term debt

As of March 31, 2023 and April 1, 2022, the total fair value of our current and long-term fixed rate debt was $ 2,593 million and $ 2,021 million, respectively.

As of March 29, 2024 and March 31, 2023, the total fair value of our current and long-term fixed rate debt was $ 2,624 million and $ 2,593 million, respectively.

The fair value of our variable rate debt approximated their carrying value.

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The following summarizes our lease costs for fiscal 2024, 2023 and 2022:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Operating lease costs $ 12 $ 16 $ 16

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Other information related to our operating leases for fiscal 2024, 2023 and 2022 was as follows:

March 31, 2023 April 1, 2022 April 2, 2021

March 29, 2024 March 31, 2023 April 1, 2022

Weighted-average remaining lease term 4.6 years 2.8 years 4.7 years

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The following table summarizes components of our debt:

March 31, 2023 April 1, 2022

(In millions, except percentages) Amount Effective

Interest Rate Amount Effective

(In millions, except percentages) March 29, 2024 March 31, 2023 Effective

Interest Rate

3.95 % Senior Notes due June 15, 2022

— N/A 400 4.05 %

New 2.00 % Convertible Unsecured Notes due August 15, 2022

— N/A 525 2.62 %

5.0 % Senior Notes due April 15, 2025

$ 1,100 $ 1,100 5.00 %

Initial Term Loan due May 7, 2026 — N/A 1,010 LIBOR plus (2)

Delayed Term Loan due May 7, 2026 — N/A 703 LIBOR plus (2)

Term A Facility due September 12, 2027 3,666 3,861 SOFR + % (2)

6.75 % Senior Notes due September 30, 2027

900 6.75 % — N/A

900 900 6.75 %

Term B Facility due September 12, 2029 2,444 3,431 SOFR + % (3)

1.29 % Avira Mortgage due December 30, 2029 (1)

4 1.29 % 5 1.29 %

7.125 % Senior Notes due September 30, 2030

600 7.13 % — N/A

0.95 % Avira Mortgage due December 30, 2030 (1)

600 600 7.13 %

0.95 % Avira Mortgage due December 30, 2030 (1)

Total principal amount 8,716 9,899

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current portion ( 175 ) ( 233 )

Total long-term portion $ 9,529 $ 2,736

Total long-term debt

$ 8,429 $ 9,529

(1) The Avira Mortgages are denominated in a foreign currency so the balances of these mortgages may fluctuate based on changes in foreign currency exchange rates.

(2) The term loans bear interest at a rate equal to 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.

(2) Term A Facility due 2027 bears interest at a rate equal to Term SOFR plus a credit spread adjustment (CSA) 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.

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The interest rates for the outstanding term loans are as follows:

March 31, 2023 April 1, 2022

Term A Facility due September 12, 2027 6.66 % N/A

Term B Facility due September 12, 2029 6.91 % N/A

Initial Term Loan due May 7, 2026 N/A 1.75 %

Delayed Term Loan due May 7, 2026 N/A 1.75 %

March 29, 2024 March 31, 2023

Term A Facility due September 12, 2027 7.18 % 6.66 %

Term B Facility due September 12, 2029 7.43 % 6.91 %

As of March 29, 2024, the future contractual maturities of debt by fiscal year are as follows:

2 unchanged sentences

Total future maturities of debt $ 8,716

Credit Facility

We had a credit agreement with financial institutions, which provided a revolving line of credit of $ 1 billion, a 5-year term loan of $ 500 million (the Initial Term Loan), and a delayed draw 5-year term loan commitment of $ 750 million (the Delayed Draw Term Loan).

An amendment to the credit agreement (the First Amendment) also provided for an incremental increase under the Initial Term Loan of $ 525 million.

All term loans and revolver credit facilities were to mature in May 2026, and the credit facilities remained senior secured.

The principal amount of the Initial Term Loan and the additional borrowings under the First Amendment were to be repaid in quarterly installments on the last business day of each calendar quarter in an amount equal to 1.25 % of the aggregate principal amount as of the date of the First Amendment.

The principal amount of the Delayed Draw Term Loan were to be repaid in quarterly installments on the last business day of each calendar quarter in an amount equal to 1.25 % of aggregate principal amount as of the borrowing date of the Delayed Draw Term Loan.

Interest on borrowings under the credit agreement were based on a base rate or the LIBOR at our election.

Based on our debt ratings and our consolidated leverage ratios as determined in accordance with the credit agreement, loans borrowed bore interest, in the case of base rate loans, at a per annum rate equal to the applicable base rate plus a margin ranging from 0.125 % to 0.75 %, and in the case of LIBOR loans, LIBOR, as adjusted for statutory reserves, plus a margin ranging from 1.125 % to 1.75 %.

The unused revolving line of credit was subject to a commitment fee ranging from 0.125 % to 0.30 % per annum.

On September 12, 2022, we fully repaid the outstanding principal and accrued interest under the Initial Term Loan and Delay Draw Term Loan, which had an aggregate principal amount outstanding of $ 1,703 million.

In addition, we paid $ 3 million of accrued and unpaid interest through the redemption date.

The repayments resulted in a loss on extinguishment of $ 2 million.

We also terminated our undrawn revolving line of credit of $ 1,000 million, resulting in a loss on extinguishment of $ 4 million.

Senior credit facilities

Upon the close of the Merger, on September 12, 2022, we entered into the Amended and Restated Credit Agreement (Credit Agreement) with certain financial institutions, in which they agreed to provide us with (i) a $ 1,500 million revolving credit facility (Revolving Facility), (ii) a $ 3,910 million term loan A facility (Term A Facility), (iii) a $ 3,690 million term loan B facility (Term B Facility) and (iv) a $ 750 million tranche A bridge loan (Bridge Loan) (collectively, the senior credit facilities).

The Bridge Loan was undrawn and immediately terminated upon the Merger’s close, resulting in a loss on extinguishment of $ 3 million.

On September 12, 2022, we entered into the Amended and Restated Credit Agreement (Credit Agreement) with certain financial institutions, in which they agreed to provide us with (i) a $ 1,500 million revolving credit facility (Revolving Facility), (ii) a $ 3,910 million term loan A facility (Term A Facility), (iii) a $ 3,690 million term loan B facility (Term B Facility) and (iv) a $ 750 million tranche A bridge loan (Bridge Loan) (collectively, the senior credit facilities).

The Bridge Loan was undrawn and immediately terminated upon the close of the acquisition of Avast.

The Credit Agreement provides that we have the right at any time, subject to customary conditions, to request incremental revolving commitments and incremental term loans up to an unlimited amount, subject to certain customary conditions precedent and other provisions.

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The principal amounts of Term Facility B must be repaid in quarterly installments on the last business day of each calendar quarter equal to 0.25 % of the aggregate principal amount as of the date of the Credit Agreement.

Quarterly installment payments commence on March 31, 2023.

Quarterly installment payments commenced on March 31, 2023.

We may voluntarily repay outstanding principal balances under the Revolving Facility and both Term Loan facilities without penalty.

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Based on our debt ratings and our consolidated leverage ratios as determined in accordance with the Credit Agreement, loans borrowed bear interest, in the case of base rate loans, at a per annum rate equal to the applicable base rate plus CSA plus a margin ranging from 0.125 % to 0.75 %, and in the case of the SOFR loans, SOFR, as adjusted for statutory reserves, plus a margin ranging from 1.125 % to 1.75 %.

On January 19, 2023 and April 28, 2023, we made a voluntary prepayment of $ 250 million and $ 150 million, respectively, pursuant to Section 2.05(a) of the Credit Agreement dated September 12, 2022.

The prepayment amount was applied exclusively to the Term B Facility.

Debt covenant compliance

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants.

Each of the Revolving Facility and Term A Facility will be subject to a covenant that we maintain a consolidated leverage ratio less than or equal to (i) 6.0 to 1.0 from the Closing Date through the last day of the fourth full fiscal quarter following the Closing Date, (ii) 5.75 to 1.0 following the last day of the fourth fiscal quarter after the Closing Date through the last day of the eighth full fiscal quarter following the Closing Date and (iii) 5.25 to 1.0 for each fiscal quarter thereafter;

Each of the Revolving Facility and Term A Facility are subject to a covenant that we maintain a consolidated leverage ratio less than or equal to (i) 6.0 to 1.0 from the second quarter of fiscal 2023 through the last day of the second quarter of fiscal 2024, (ii) 5.75 to 1.0 following the last day of the second quarter of fiscal 2024 through the last day of the second quarter of fiscal 2025 and (iii) 5.25 to 1.0 for each fiscal quarter thereafter;

provided that such maximum consolidated leverage ratio will increase to 5.75 to 1.0 for the four fiscal quarters ending immediately should we acquire property, business or assets in an aggregate amount greater than $ 250 million.

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As of March 29, 2024 we were in compliance with all debt covenants.

On February 9, 2017, we issued $ 1.1 billion aggregate principal amount of our 5.0 % Senior Notes due April 15, 2025 (the 5.0 % Senior Notes).

On February 9, 2017, we issued $ 1,100 million aggregate principal amount of our 5.0 % Senior Notes due April 15, 2025 (the 5.0 % Senior Notes).

The 5.0 % Senior Notes bear interest at a rate of 5.00 % per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2017.

On or after April 15, 2020, we may redeem some or all of the 5.0 % Senior Notes at the applicable redemption prices set forth in the supplemental indenture, plus accrued and unpaid interest.

In addition, we had two series of senior notes, the 4.2 % Senior Notes and 3.95 % Senior Notes, that are senior unsecured obligations that rank equally in right of payment with all of our existing and future senior, unsecured, unsubordinated obligations and may be redeemed at any time, subject to the make-whole provisions contained in the applicable indenture relating to such series of notes.

Interest on each series of these notes is payable semi-annually in arrears, on September 15 and March 15 for the 4.2 % Senior Notes, and June 15 and December 15 for the 3.95 % 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.

On June 1, 2022, we fully repaid the principal and accrued interest under the 3.95 % Senior Notes due June 2022, which had an aggregate principal amount outstanding of $ 400 million.

In addition, we paid $ 7 million of accrued and unpaid interest through the redemption date.

O n September 19, 2022, we issued two series of senior notes, consisting of 6.75 % Senior Notes due 2027 and 7.125 % Senior Notes due 2030, for an aggregate principal of $ 1,500 million.

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Convertible Senior Notes

On March 4, 2016, we issued $ 500 million of convertible notes which would mature on April 1, 2021 and bear interest at an annual rate of 2.5 % ( 2.5 % Convertible Notes).

On August 1, 2016, we issued an additional $ 1.25 billion of convertible notes which would mature on August 15, 2021 and bear interest at an annual rate of 2.0 % ( 2.0 % Convertible Notes and collectively, Convertible Senior Notes).

As of March 29, 2019, the principal amount and associated unamortized discount and issuance costs of the 2.5 % Convertible Notes were classified as current because upon the four year anniversary of the issuance of the notes, holders of thereof had the option to require us to repurchase the notes, in cash, equal to the principal amount and accrued and unpaid interest of the 2.5 % Convertible Notes (the Repurchase Right).

On November 11, 2019, we amended the Convertible Senior Notes agreements to provide that, if and when we pay a special dividend of $ 12 to our stockholders, we would exchange $ 250 million of the principal amount underlying the 2.5 % Convertible Notes for new notes to be issued pursuant to a new indenture (the New 2.5 % Convertible Notes) and would also pay cash consideration of $ 12 for each share underlying the New 2.5 % Convertible Notes, and exchange $ 625 million of the principal amount underlying the 2.0 % Convertible Notes for new notes to be issued pursuant to a new indenture (the New 2.0 % Convertible Notes) and would also pay cash consideration of $ 12 for each share underlying the New 2.0 % Convertible Notes, in each case in lieu of conversion price adjustments (the Cash Note Payments).

The remaining principal of the Convertible Senior Notes would receive a conversion price adjustment with respect to such special dividend.

The special dividend was payable to stockholders on January 31, 2020.

On February 4, 2020, we issued the New 2.5 % Convertible Notes, maturing on April 1, 2022, and the New 2.0 % Convertible Notes, which mature on August 15, 2022, pursuant to two new indentures, and made the Cash Note Payments.

The new Notes are convertible into cash, shares of common stock or a combination of cash and common stock, at the Company’s option, at an initial conversion rate for the New 2.50 % Convertible Notes of 59.6341 per $1,000 principal amount of the New 2.50 % Convertible Notes (which represents an initial conversion price of approximately $ 16.77 per share) and an initial conversion rate for the New 2.00 % Convertible Notes of 48.9860 per $1,000 principal amount of the New 2.00 % Convertible Notes (which represents an initial conversion price of approximately $ 20.41 per share), in each case subject to certain limitations and certain adjustments.

The Cash Note Payments consisted of $ 179 million with respect to holders of the New 2.5 % Convertible Notes and $ 367 million with respect to holders of the New 2.0 % Convertible Notes.

The exchange of the convertible notes was accounted for as extinguishment of debt and the consideration comprising the Cash Note Payments were recorded as charges to paid in capital.

We recognized a gain of $ 2 million related to the exchange.

After giving effect to the conversion rate adjustment that was made in connection with the payment of the special dividend on January 31, 2020, the conversion rate for the remaining $ 250 million of the 2.5 % Convertible Notes was 118.9814 shares of common stock per $1,000 principal amount of the notes, which represents an adjusted conversion price of approximately $ 8.40 per share and the conversion rate for the remaining $ 625 million of the 2.0 % Convertible Notes was 97.7364 shares of common stock per $1,000 principal amount of the notes, which represented an adjusted conversion price of approximately $ 10.23 per share.

In addition, in connection with the amendments, the maturity dates of the 2.5 % Convertible Notes and the 2.0 % Convertible Notes were extended to April 1, 2022 and August 15, 2022, respectively.

Holders of the Convertible Senior Notes would only be able to convert the notes in a period of six months prior to the extended maturity dates;

and the Redemption Right and Repurchase Right were removed.

On March 5, 2020, we entered into an agreement to repay the full $ 250 million of principal and conversion rights of the 2.5 % Convertible Notes for an aggregate amount of $ 566 million in cash.

The payment was based on $ 19 per underlying share into which the 2.5 % Convertible Notes were convertible.

In addition, we paid $ 2 million of accrued and unpaid interest through the date of settlement, and $ 1 million in lieu of a proration of the cash dividend declared on February 6, 2020.

The extinguishment was settled on March 10, 2020 and resulted in an adjustment to stockholders’ equity of $ 316 million and a loss on extinguishment of $ 1 million.

On May 26, 2020, we settled the $ 625 million principal and conversion rights of the 2.0 % Convertible Senior Notes in cash.

The aggregate settlement amount of $ 1,176 million was based on $ 19.25 per underlying share into which the 2.0 % Convertible Notes were convertible.

In addition, we paid $ 3 million of accrued and unpaid interest through the date of settlement.

The extinguishment resulted in an adjustment to stockholders’ equity of $ 578 million and a gain on extinguishment of $ 20 million.

On May 20, 2021, we settled the $ 250 million principal and conversion rights of the New 2.5 % Convertible Senior Notes in cash.

The aggregate settlement amount of $ 364 million was based on $ 24.40 per underlying share into which the 2.5 % Convertible Notes were convertible.

In addition, we paid $ 1 million of accrued and unpaid interest through the date of settlement and $ 1 million of cash dividends that we declared on May 10, 2021.

The extinguishment resulted in an adjustment to stockholders’ equity of $ 112 million and a loss on extinguishment of $ 2 million.

On March 18, 2022, we settled $ 100 million of principal and conversion rights of the New 2.0 % Convertible Senior Notes in cash.

The aggregate settlement amount of $ 139 million was based on $ 28.32 per underlying share into which the New 2.0 % Convertible Notes were convertible.

The extinguishment resulted in an adjustment to stockholders’ equity of $ 40 million and a gain on extinguishment of $ 1 million.

As described in Note 2, on April 2, 2022, we adopted ASU 2020-06 using the modified retrospective method.

Prior to the adoption of this guidance, we accounted for our convertible debt instruments under the cash conversion model, requiring the convertible notes to be separated into an equity and liability component.

W e recognized $ 56 million in equity, net of tax, which consisted of $ 9 million in debt discount, representing the difference between the fair value of the liability component and par value, and $ 47 million in substantial premium due to the fiscal year 2020 amendment, which was accounted for as a debt extinguishment and resulted in the recognition of the New 2.0 % Convertible Notes.

Upon adoption of ASU 2020-06, the cash conversion model was eliminated.

We de-recognized the remaining unamortized debt discount of $ 1 million on the New 2.0 % Convertible Notes and therefore no longer recognized the related amortization as interest expense.

Additionally, we recorded a cumulative adjustment to retained earnings of $ 6 million, net of tax, for the debt discount amortization incurred from issuance through April 2, 2022.

The remaining $ 47 million of substantial premium remained in equity, as the new guidance did not eliminate the substantial premium model for convertible instruments.

On August 15, 2022, we settled the $ 525 million principal and conversion rights of our New 2.0 % Convertible Notes in cash.

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As of March 29, 2024, we have extinguished all remaining convertible debt instruments.

As of April 1, 2022, the Convertible Senior Notes consisted of the following:

April 1, 2022

(In millions) New 2.0 % Convertible Notes

Liability component:

Principal $ 525

Unamortized discount and issuance costs ( 1 )

Net carrying amount $ 524

Equity component, net of tax $ 56

The following table sets forth total interest expense recognized related to our convertible notes:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

(In millions) March 31, 2023 April 1, 2022

Contractual interest expense $ 4 $ 12

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(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.

During fiscal 2024, we did not recognize any interest expense related to our Convertible Senior Notes as they were settled during the second quarter of fiscal year 2023.

Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flow associated with changes in foreign currency exchange rates and interest rates.

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These pay-fixed, receive-floating rate interest rate swaps have the economic effect of hedging the variability of forecasted interest payments until their maturity on March 31, 2026.

Pursuant to the agreements, we will effectively convert $ 1 billion of our variable rate borrowings under Term A Facility to fixed rates, with $ 500 million at a fixed rate of 3.762 % and $ 500 million at a fixed rate of 3.55 %.

Pursuant to the agreements, we have effectively converted $ 1 billion of our variable rate borrowings under Term A Facility to fixed rates, with $ 500 million at a fixed rate of 3.762 % and $ 500 million at a fixed rate of 3.55 %.

These arrangements are designated as cash flow hedges for accounting purposes and as such, we will recognize the changes in the fair value of these interest rate swaps in Accumulated other comprehensive income (loss) (AOCI), and the periodic settlements or accrued settlements of the swap will be recognized within or against interest expense in our Consolidated Statements of Operations.

Cash flows related to these hedges are classified under operating activities in our Consolidated Statement of Cash Flows.

The effect of our interest rate swaps on AOCI was immaterial during fiscal 2023.

The related gain (loss) recognized within or against interest expense in our Consolidated Statement of Operations was immaterial during fiscal 2023.

We did not have any interest rate swaps during fiscal 2022 and 2021.

As of March 31, 2023, we estimate that $ 9 million of net deferred gains related to our interest rate hedges will be recognized in earnings over the next 12 months.

Summary of derivative instruments

The following table summarizes our outstanding derivative instruments as of March 31, 2023 and April 1, 2022:

The following table summarizes our outstanding derivative instruments as of March 29, 2024 and March 31, 2023:

Notional Amount Fair Value of Derivative Assets Fair Value of Derivative Liabilities

(In millions) March 31, 2023 April 1, 2022 March 31, 2023 April 1, 2022 March 31, 2023 April 1, 2022

(In millions) March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Foreign exchange contracts not designated as hedging instrument (1)

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Total $ 1,345 $ 1,291 $ 16 $ 1 $ — $ 2

(1) The fair values of the foreign exchange contracts are less than $ 1 million as of March 31, 2023 and April 1, 2022.

The following table summarizes the related gain (loss) recognized in Other income (expense), net in our Consolidated Statements of Operations during the periods indicated:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

Foreign exchange contracts not designated as hedging instrument $ ( 7 ) $ ( 7 ) $ 15

(1) The fair values of the foreign exchange contracts are less than $ 1 million as of March 29, 2024 and March 31, 2023.

The following table summarizes the effect of our cash flow hedges on AOCI during the periods indicated:

(In millions) March 29, 2024 March 31, 2023

Interest rate swap contracts designated as cash flow hedge

The effect of our interest rate on AOCI was immaterial during fiscal 2023.

We did not have any interest rate swaps during fiscal 2022.

The related gain (loss) recognized in our Consolidated Statements of Operations was as follows:

Year Ended Consolidated Statements of Operations Classification

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Foreign exchange contracts not designated as hedging instrument $ ( 7 ) $ ( 7 ) $ ( 7 ) Other income (expense), net

Interest rate swap contracts designated as cash flow hedge

16 — — Interest expense

Total $ 9 $ ( 7 ) $ ( 7 )

As of March 29, 2024, we estimate that $ 12 million of net deferred gains related to our interest rate hedges will be recognized in earnings over the next 12 months.

Restructuring and Other Costs

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September 2022 Plan

In connection with the Merger, our Board of Directors approved a restructuring plan (the September 2022 Plan) to realize cost savings and operational synergies, which became effective upon the close of the Merger on September 12, 2022.

In connection with our acquisition of Avast, our Board of Directors approved a restructuring plan (the September 2022 Plan) to realize cost savings and operational synergies, which became effective upon the close of acquisition on September 12, 2022.

Actions under this plan include the reduction of our workforce, contract terminations, facilities closures, and the sale of underutilized facilities as well as stock-based compensation charges for accelerated equity awards to certain terminated employees.

We expect that we will incur total costs up to $ 150 million, with $ 120 million and $ 30 million estimated to be incurred within the first and second full years, respectively, following the completion of the Merger.

We expect that we will incur total costs up to $ 150 million following the completion of the acquisition.

These actions are expected to be completed by fiscal 2025.

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We incurred total costs of $ 24 million under the December 2020 Plan.

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 completed in fiscal 2021.

Any remaining costs or adjustments are immaterial.

We incurred total costs of $ 528 million, excluding stock-based compensation expense, under the November 2019 Plan.

In connection with the Broadcom sale, our Board of Directors approved an equity-based severance program under which certain equity awards to certain terminated employees were accelerated.

We incurred $ 127 million of stock-based compensation related to our equity-based severance program.

See Note 15 for further 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:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

Severance and termination benefit costs $ 40 $ 5 $ 31

Contract cancellation charges 2 3 51

Stock-based compensation charges 11 — 10

Asset write-offs and impairments 4 5 58

Other exit and disposal costs 12 18 11

Total restructuring and other $ 69 $ 31 $ 161

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 fiscal 2021.

Our restructuring and other costs attributable to discontinued operations are presented in the table below.

There was no discontinued operations activity during the years ended March 31, 2023 and April 1, 2022.

(In millions) April 2, 2021

Severance and termination benefit costs $ 64

Separation costs 2

Total restructuring and other $ 66

Restructuring summary

Our activities and liability balances related to our September 2022 Plan are presented in the tables below:

(In millions) Liability Balance as of April 1, 2022 Net Charges Cash Payments Non-Cash Items Liability Balance as of March 31, 2023

(In millions) Liability Balance as of March 31, 2023 Net Charges Cash Payments Non-Cash Items Liability Balance as of March 29, 2024

Severance and termination benefit costs $ 7 $ 42 $ ( 29 ) $ — $ 20

Contract cancellation charges — 5 ( 5 ) — —

Stock-based compensation charges — 1 — ( 1 ) —

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The restructuring liabilities are included in Other current liabilities in our Consolidated Balance Sheets.

The components of our income (loss) from continuing operations before income taxes are as follows:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

Restructuring and other costs summary

Our restructuring and other costs are presented in the table below:

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Severance and termination benefit costs $ 42 $ 40 $ 5

Contract cancellation charges 5 2 3

Stock-based compensation charges 1 11 —

Asset write-offs and impairments 1 4 5

Other exit and disposal costs 8 12 18

Total restructuring and other $ 57 $ 69 $ 31

Occasionally, we incur costs related to past restructuring plans.

These charges were immaterial during fiscal 2024.

The components of our income (loss) before income taxes are as follows:

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Domestic $ 78 $ 350 $ 791

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Income (loss) before income taxes $ 459 $ 804 $ 1,042

The components of income tax expense (benefit) from continuing operations are as follows:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

The components of income tax expense (benefit) are as follows:

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Federal $ 201 $ ( 479 ) $ 217

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federal statutory income tax rates we have applied for fiscal 2024, 2023 and 2022 are as follows:

March 31, 2023 April 1, 2022 April 2, 2021

March 29, 2024 March 31, 2023 April 1, 2022

federal statutory income tax rate 21.0 % 21.0 % 21.0 %

The difference between our effective income tax and the federal statutory income tax is as follows:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Federal statutory tax expense (benefit) $ 96 $ 169 $ 219

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Foreign earnings taxed at other than the federal rate ( 22 ) ( 11 ) ( 47 )

Nondeductible expenses 48 20 —

Federal research and development credit ( 6 ) ( 5 ) ( 4 )

Valuation allowance increase (decrease) ( 4 ) ( 33 ) 2

Change in uncertain tax positions 176 11 3

Change in unrecognized tax benefits 338 163 ( 2 )

Tax interest and penalties 129 13 13

Stock-based compensation 17 9 7

Favorable ruling on foreign withholding tax 19 — ( 35 )

US tax on foreign earnings 20 12 12

Return to provision adjustment — 1 ( 8 )

Irish FX remeasurement ( 17 ) ( 19 ) 17

Foreign exchange loss (gain) ( 28 ) ( 17 ) ( 19 )

Capital loss ( 44 ) ( 910 ) —

Legal entity restructuring ( 719 ) 42 —

Other, net 18 1 —

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The principal components of deferred tax assets and liabilities are as follows:

(In millions) March 31, 2023 April 1, 2022

(In millions) March 29, 2024 March 31, 2023

Deferred tax assets:

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Other accruals and reserves not currently tax deductible 332 95

Operating lease liabilities 11 28

Deferred revenue 16 —

Property and equipment 16 13

Intangible assets — 123

Goodwill 517 —

Capitalized research and experimental expenditures 82 46

Loss on investments not currently tax deductible 60 68

Stock-based compensation 15 8

Gross deferred tax assets 1,197 427

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Deferred tax liabilities:

Operating lease assets ( 8 ) ( 21 )

Goodwill ( 10 ) ( 6 )

Intangible assets ( 127 ) ( 328 )

Deferred revenue — ( 2 )

Unremitted earnings of foreign subsidiaries ( 14 ) ( 15 )

Prepaids and deferred expenses ( 2 ) ( 1 )

Other ( 9 ) ( 20 )

Deferred tax liabilities ( 150 ) ( 363 )

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Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their basis for income tax purposes and the tax effects of net operating losses and tax credit carryforwards.

The valuation allowance provided against our deferred tax assets as of March 31, 2023, increased primarily due to a valuation allowance on capital loss carryforwards and change in tax credit carryforwards.

The ending valuation allowance of $ 97

million is provided primarily against state and foreign capital loss carryforwards and certain tax credits.

During fiscal 2023, we acquired deferred tax assets through the Merger with Avast that had a valuation allowance provided against the deferred tax assets.

Due to a change in facts, we released the valuation allowance provided against some of the deferred tax assets.

The valuation allowance provided against our deferred tax assets as of March 29, 2024 of $ 93 million is provided primarily against state and foreign capital loss carryforwards and certain tax credits.

As of March 29, 2024, we have U.S.

federal net operating losses attributable to various acquired companies of approximately $ 193 million, which, if not used, will expire between fiscal 2024 and 2039.

federal net operating losses attributable to various acquired companies of approximately $ 192 million, of which $ 28 million begins to expire in fiscal 2025 and $ 164 million has an indefinite life.

The net operating loss carryforwards are subject to an annual limitation under U.S.

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state net operating losses will expire between fiscal 2033 and 2038.

In addition, we have foreign net operating loss carryforwards attributable to various foreign companies of approximately $ 28 million.

In assessing the ability to realize our deferred tax assets, we considered whether it is more likely than not that some portion or all the deferred tax assets will not be realized.

In addition, we have foreign net operating loss carryforwards of approximately $ 14 million.

In assessing the realizability of our gross deferred tax assets, we consider both the positive and negative evidence of future taxable income to support utilization.

We considered the following:

we have historical cumulative book income, as measured by the current and prior two years;

we have strong, consistent taxpaying history;

and we have substantial amounts of scheduled future reversals of taxable temporary differences from our deferred tax liabilities.

We have concluded that this positive evidence outweighs the negative evidence and, thus, that the deferred tax assets as of March 31, 2023, are realizable on a “more likely than not” basis.

historical cumulative book income, as measured by the current and prior two years;

historical taxable income;

and future reversals of taxable temporary differences.

We have concluded that this positive evidence outweighs the negative evidence and, thus, that the gross deferred tax assets as of March 29, 2024, are realizable on a “more likely than not” basis.

In fiscal 2023 as part of Avast integration plan we undertook a legal entity and operational restructuring that resulted in tax capital losses.

We plan to carry the entirety of the capital losses back to the fiscal 2020 tax return to offset a capital gain, which is expected to result in a tax refund on our federal and state tax returns for the 2020 tax year.

The Company estimates that the tax refund will be $ 910 million.

In order to obtain the refunds, we intend to file claims for refund shortly after filing our fiscal 2023 tax return.

As part of this process, we have recorded a net tax receivable in an amount less than the $ 910 million, due to the complexity of applying evolving tax laws and uncertainties with respect to sustaining the Company’s refunds claims, the success of which we believe is more likely than not.

This net amount takes into account the Company’ best estimate of the likely outcome of the refund claim given the information available to us at this time.

The Company’s ability to recognize the financial statement benefit of the refund claim is subject to change based on a number of factors, including but not limited to, changes in facts and circumstances, changes in tax laws, correspondence with both IRS and State tax authorities, and the results of tax audits and related proceedings, which may take several years or more to resolve.

The capital losses were carried back to the fiscal 2020 tax return to offset a capital gain, which resulted in a tax refund on our federal and state tax returns for the 2020 tax year.

We have filed claims for all federal and state refunds for a total amount of $ 954 million.

As of March 29, 2024, we have received $ 899 million in federal refunds and $ 2 million in state refunds related to the carryback claim.

As part of this process, we had recorded a net tax receivable in an amount less than the $ 954 million, due to the complexity of applying evolving tax laws and uncertainties with respect to sustaining our refunds claims, the success of which we believe is more likely than not.

This net amount takes into account our best estimate of the likely outcome of the refund claim given the information available to us at this time.

Our ability to recognize the financial statement benefit of the refund claim is subject to change based on a number of factors, including but not limited to, changes in facts and circumstances, changes in tax laws, correspondence with both IRS and State tax authorities, and the results of tax audits and related proceedings, which may take several years or more to resolve.

We intend to vigorously defend our position if challenged by the tax authorities and will contest any proposed adjustments.

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To the extent the final outcome is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our Consolidated Balance Sheets and Statements of Operations.

In the second quarter of fiscal 2024, as part of the Avast integration plan, which geographically realigned and simplified our business, we undertook a legal entity and operational restructuring.

As part of that process, we distributed certain assets within the legal entity operating structure and as a result, we recorded a net tax benefit of $ 285 million in fiscal 2024.

Differences between the final outcome and recorded amounts will impact the provision for income taxes in the period in which such a

determination is made and could have a material impact on our Consolidated Balance Sheets and Statements of Operations in future years.

The aggregate changes in the balance of gross unrecognized tax benefits were as follows:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Balance at beginning of year $ 710 $ 527 $ 548

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Increase due to acquisition — 28 —

Increase (decrease) related to foreign currency exchange rates ( 30 ) — —

Balance at end of year $ 1,163 $ 710 $ 527

There was a change of $ 183 million in gross unrecognized tax benefits during the year ended March 31, 2023, as disclosed above, mainly on account of a reserve against the tax receivable.

There was a change of $ 453 million in gross unrecognized tax benefits during the year ended March 29, 2024, as disclosed above, mainly on account of a legal entity and operational restructuring.

This gross liability does not include offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, interest deductions and state income taxes.

Of the total unrecognized tax benefits at March 29, 2024, $ 1,007 million, if recognized, would affect our effective tax rate.

We recognize interest and/or penalties related to uncertain tax positions in income tax expense.

We recognize interest and/or penalties related to unrecognized tax benefits in income tax expense.

At March 29, 2024, before any tax benefits, we had $ 225 million of accrued interest and penalties on unrecognized tax benefits.

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We file income tax returns in the U.S.

on a federal basis and in many U.S.

and in many U.S.

state and foreign jurisdictions.

Our most significant tax jurisdictions are the U.S., Ireland, and Czech Republic.

Our most significant tax jurisdictions are U.S.

federal, Ireland, and the Czech Republic.

Our tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate.

During the fourth quarter of fiscal 2023, we closed our fiscal years 2014 through 2017 IRS audit.

Our fiscal years prior to 2018 have been settled and closed with the IRS.

Our fiscal years 2018 through 2022 remain subject to examination by the IRS for U.S.

federal tax purposes.

Our fiscal years

2018 through 2020 are under audit.

Our fiscal years 2018 through 2020 are currently under examination by the IRS.

Our 2020 through 2022 fiscal years remain subject to examination by the appropriate governmental agencies for Irish tax purposes.

Our 2016 through 2022 fiscal years remain subject to examination by the appropriate governmental agencies for Czech tax purposes.

The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

Although potential resolution of uncertain tax positions involves multiple tax periods and jurisdictions, it is reasonably possible that the gross unrecognized tax benefits related to these audits could decrease (whether by payment, release, or a combination of both) in the next 12 months.

Although potential resolution of these matters involves multiple tax periods and jurisdictions, it is reasonably possible that the gross unrecognized tax benefits related to these audits could significantly change (whether by payment, release, or a combination of both) in the next 12 months;

however, an estimate of this range cannot be made.

Depending on the nature of the settlement or expiration of statutes of limitations, it could affect our income tax provision and therefore benefit the resulting effective tax rate.

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or are exempted from further taxation.

As of March 31, 2023, the unrecognized deferred tax liability on the undistributed earnings is approximately $ 15 million.

As of March 29, 2024, the tax liability recorded on the undistributed earnings is approximately $ 14 million.

Stockholders' Equity

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All shares of common stock issued and outstanding and all RSUs and 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.

However, the $ 4 million unvested RSUs assumed in connection with the Merger will not be entitled to DERs.

However, the 4 million unvested RSUs assumed in connection with the acquisition of Avast will not be entitled to DERs.

See Note 15 for further information about these equity awards.

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Under our stock repurchase program, we may purchase shares of our outstanding common stock on the open market and through accelerated stock repurchase transactions.

As of March 31, 2023, we have $ 870 million remaining under the authorization to be completed in future periods with no expiration date.

No shares were repurchased during the year ended April 1, 2022.

The following table summarizes activity related to our stock repurchase program during the years ended March 31, 2023 and April 2, 2021:

As of March 29, 2024, we had $ 429 million remaining under the authorization to be completed in future periods with no expiration date.

In May 2024, our Board of Directors authorized a new stock repurchase program through which we may repurchase shares of our common stock in an aggregate amount of up to $ 3 billion with no fixed expiration.

This new stock repurchase program will supersede any amounts under the prior stock repurchase programs.

The following table summarizes activity related to our stock repurchase program during the years ended March 29, 2024 and March 31, 2023:

(In millions, except per share amounts)

March 31, 2023 April 2, 2021

March 29, 2024 March 31, 2023

Number of shares repurchased 21 40

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Translation Adjustments

Net Unrealized Gain (Loss) On Interest Rate Derivative Total

Balance as of April 1, 2022 $ ( 4 ) $ — $ ( 4 )

Other comprehensive income (loss), net of taxes ( 11 ) — ( 11 )

Balance as of April 1, 2022 ( 4 )

Balance as of March 31, 2023 ( 15 ) — ( 15 )

Other comprehensive income (loss), net of taxes 10 16 26

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The purpose of our stock incentive plans is to attract, retain and motivate eligible persons whose present and potential contributions are important to our success by offering them an opportunity to participate in our future performance through equity awards.

We have one primary stock incentive plan:

the 2013 Equity Incentive Plan (the 2013 Plan), under which incentive stock options may be granted only to employees (including officers and directors who are also employees), and other awards may be granted to employees, officers, directors, consultants, independent contractors, and advisors.

We maintain the 2013 Equity Incentive Plan (the 2013 Plan), under which awards may be granted to employees, officers, directors, consultants, independent contractors, and advisors.

As amended, our stockholders have approved and reserved 82 million shares of common stock for issuance under the 2013 Plan.

Stock options granted under the 2013 Plan expire no more than 10 years from the date of grant.

In connection with the Merger, we assumed the outstanding equity awards under two of Avast’s equity incentive plans (the Avast Holding B.V.

In connection with our acquisition of Avast, we assumed the outstanding equity awards under two of Avast’s equity incentive plans (the Avast Holding B.V.

2014 Share Option Plan and the Rules of the Avast plc Long Term Incentive Plan (collectively, the Avast Plans)), which consisted of 4 million unvested RSUs.

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(In millions, except per share and year data) Number of

Shares Weighted-

Grant Date Fair Value

Outstanding as of April 1, 2022 6 $ 21.80

Outstanding as of March 31, 2023 9 $ 22.45

Granted 5 $ 17.42

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Grant Date Fair Value

Outstanding and unvested as of April 1, 2022 3 $ 28.50

Outstanding and unvested as of March 31, 2023 5 $ 27.93

Granted 2 $ 22.83

( 2 ) $ 28.24

Forfeited (1)

Unvested at March 31, 2023 4 $ 28.01

Vested and unreleased as of March 31, 2023 1

Outstanding as of March 31, 2023 5

Outstanding and unvested as of March 29, 2024 5 $ 26.02

(1) The number of shares is less than 1 million.

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The valuation and the underlying weighted-average assumptions for PRUs are summarized below:

March 31, 2023 April 1, 2022 April 2, 2021

March 29, 2024 March 31, 2023 April 1, 2022

Expected term 2.9 years 3.3 years 3.9 years

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Weighted-average grant date fair value of PRUs $ 22.83 $ 27.07 $ 28.68

Stock options

(In millions, except per share and year data) Number of

Shares Weighted-Average Exercise Price Weighted-

Remaining Contractual Term

(Years) Aggregate Intrinsic

Outstanding as of April 1, 2022 (1)

Exercised (1)

Forfeited and expired (1)

Outstanding as of March 31, 2023 (1)

Exercisable as of March 31, 2023 (1)

— $ 5.97 3.84 $ 2

(1) The number of shares is less than 1 million.

The total intrinsic value of options exercised during fiscal 2023, 2022 and 2021 was $ 1 million, $ 3 million, and $ 18 million, respectively.

No options were granted in fiscal 2023, 2022 and 2021.

Under our 2008 Employee Stock Purchase Plan, employees may annually contribute up to 10 % of their gross compensation, subject to certain limitations, to purchase shares of our common stock at a discounted price.

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The following table summarizes activity related to the purchase rights issued under the ESPP:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Shares issued under the ESPP 1 1 1

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The amount of DER equals to the cumulated dividends on the issued number of common stock that would have been payable since the date the associated award was granted.

As of March 31, 2023 and April 1, 2022, current dividends payable related to DER was $ 5 million and $ 11 million, respectively, recorded as part of Other current liabilities in the Consolidated Balance Sheets, and long-term dividends payable related to DER was $ 2 million and $ 2 million, respectively, recorded as part of Other long-term liabilities.

As of March 29, 2024 and March 31, 2023, current dividends payable related to DER was $ 4 million and $ 5 million, respectively, recorded as part of Other current liabilities in the Consolidated Balance Sheets, and long-term dividends payable related to DER was $ 4 million and $ 2 million, respectively, recorded as part of Other long-term liabilities.

Stock-based award modifications

In connection with the Broadcom sale, during fiscal 2021 and 2020, we entered into severance and retention arrangements with certain executives.

Pursuant to these agreements, these executives were entitled to receive vesting of 50 % of their unvested equity, subject to a service condition, and the remaining unvested equity will be earned at levels of 0 % to 150 %, subject to market and service conditions.

In addition, 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.

All award modifications related to the Broadcom sale were fully expensed by fiscal 2021.

The following table summarizes the stock-based compensation expense recognized as a result of these modifications:

(In millions)

April 2, 2021

Sales and marketing $ 2

Research and development 9

General and administrative 8

Restructuring and other costs 10

Discontinued operations 1

Total stock-based compensation $ 30

No award was modified in fiscal 2024, 2023 and 2022.

Stock-based compensation expense

Total stock-based compensation expense and the related income tax benefit recognized for all of our equity incentive plans in our Consolidated Statements of Operations were as follows:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Cost of revenues $ 4 $ 3 $ 2

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Restructuring and other costs 1 11 —

Other income (expense), net — — ( 1 )

Total stock-based compensation from continuing operations 134 70 80

Discontinued operations — — 1

Total stock-based compensation expense $ 138 $ 134 $ 70

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We match the first 3.5 % of a participant’s eligible compensation up to $ 6,000 in a calendar year.

Our employer matching contributions to the 401(k) plan were as follows, including contributions to employees of our discontinued operations:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

Our employer matching contributions to the 401(k) plan were as follows:

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

401(k) matching contributions $ 4 $ 4 $ 3

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The components of basic and diluted net income (loss) per share are as follows:

(In millions, except per share amounts) March 31, 2023 April 1, 2022 April 2, 2021

Income (loss) from continuing operations $ 1,349 $ 836 $ 696

Income (loss) from discontinued operations — — ( 142 )

(In millions, except per share amounts) March 29, 2024 March 31, 2023 April 1, 2022

Net income (loss) $ 616 $ 1,349 $ 836

Net income (loss) per share - basic

Continuing operations $ 2.20 $ 1.44 $ 1.18

Discontinued operations $ — $ — $ ( 0.24 )

Net income per share - basic $ 0.97 $ 2.20 $ 1.44

Income (loss) per share - diluted:

Continuing operations $ 2.16 $ 1.41 $ 1.16

Discontinued operations $ — $ — $ ( 0.24 )

Net income per share - diluted $ 0.96 $ 2.16 $ 1.41

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Anti-dilutive shares excluded from diluted net income (loss) per share calculation:

Convertible debt — — 8

Employee equity awards 1 — 1

Upon adoption of ASU 2020-06 under the modified retrospective method, we are required to apply the if-converted method to our calculation of diluted earnings per share.

For fiscal 2023, we adjust for the dilutive effect of the maximum number of potential shares to be issued upon settlement of our outstanding convertible debt instruments.

Prior period earnings per share amounts are not restated under the modified retrospective method.

For fiscal 2022, the dilutive effect of our debt instruments is calculated using the treasury stock method, under which our convertible debt instruments generally had 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 initial adoption of ASU 2020-06 had a $ 0.01 impact on dilutive earnings per share, with the dilutive shares underlying the convertible debt increasing by $ 18 million shares.

The New 2.0 % Convertible Notes were fully repaid on August 15, 2022.

The New 2.5 % Convertible Notes were fully repaid on May 20, 2021.

See Note 10 for further information on our convertible debt instruments.

The conversion price of each convertible debt applicable in the periods presented is as follows:

April 1, 2022 April 2, 2021

New 2.5 % Convertible Senior Notes due April 1, 2022

New 2.0 % Convertible Senior Notes due August 15, 2022

$ 20.41 $ 20.41

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.

Our Chief Operating Decision Maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis to evaluate company performance and to allocate and prioritize resources.

The following table summarizes net revenues for our major solutions:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Consumer security revenues $ 2,417 $ 2,029 $ 1,623

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Total cyber safety revenues

3,749 3,273 2,750

Legacy revenues 63 65 46

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$ 3,812 $ 3,338 $ 2,796

(1) During the year ended March 31, 2023, total net revenues include an unfavorable foreign exchange impact of $ 113 million, consisting of $ 108 million from our consumer security solutions, $ 3 million from our identity and information protection solutions and $ 2 million from our legacy solutions.

(1) During the year ended March 29, 2024, total net revenues include an unfavorable foreign exchange impact of $ 25 million, consisting of $ 24 million from our consumer security solutions and $ 1 million from our identity and information protection solutions.

From time to time, changes in our product hierarchy cause changes to the product categories above.

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The changes have been reflected for all periods presented above.

Consumer security includes revenues from our Norton 360 Security offerings, Norton Security, Avast Security offerings, Norton Secure VPN, Avira Security and other consumer security and device performance solutions through our direct, partner and small business channels.

Identity and information protection includes revenues from our Norton 360 with LifeLock offerings, LifeLock identity theft protection and other information protection and privacy solutions.

Consumer security includes revenues from our Norton 360 Security offerings, Norton, Avast, AVG, and Avira Security and VPN offerings, and other consumer security and device performance solutions through our direct, partner and small business channels.

Identity and information protection includes revenues from our Norton 360 with LifeLock offerings, LifeLock identity theft protection and other identity, information protection and privacy solutions.

Legacy includes revenues from products or solutions from markets that we have exited and in which we no longer operate, have been discontinued or identified to be discontinued, or remain in maintenance mode as a result of integration and product portfolio decisions.

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The following table represents net revenues by geographic area for the periods presented:

(In millions) March 31, 2023 April 1, 2022 April 2, 2021

Year Ended (2)

(In millions) March 29, 2024 March 31, 2023 April 1, 2022

Americas $ 2,493 $ 2,247 $ 1,936

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APJ includes Asia Pacific and Japan.

(1) During the year ended March 31, 2023, total net revenues include an unfavorable foreign exchange impact of $ 113 million, consisting of $ 2 million from Americas, $ 68 million from EMEA and $ 43 million from APJ.

(1) During the year ended March 29, 2024, total net revenues include an unfavorable foreign exchange impact of $ 25 million, consisting of $ 14 million from EMEA and $ 11 million from APJ.

(2) From time to time, changes in allocation methodologies cause changes to the revenue by geographic area above.

When changes occur, we recast historical amounts to match the current methodology, such as for fiscal 2023 and 2022 where we aligned allocation methodologies across similar product categories.

Revenues from customers inside the U.S.

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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.

The table below represents cash and cash equivalents held in the U.S.

and internationally in various foreign subsidiaries:

(In millions) March 31, 2023 April 1, 2022

$ 178 $ 1,220

(In millions) March 29, 2024 March 31, 2023

International 379 572

Total cash, cash equivalents and short-term investments $ 750 $ 1,891

Total cash and cash equivalents

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) March 31, 2023 April 1, 2022

Czech Republic 16 —

(In millions) March 29, 2024 March 31, 2023

Germany 12 13

Other countries (1)

Total property and equipment, net $ 76 $ 60

(1) No 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 were as follows:

(In millions) March 31, 2023 April 1, 2022

Czech Republic 6 16

Other countries (1)

Total operating lease assets $ 43 $ 74

Total property and equipment, net $ 72 $ 76

(1) No individual country represented more than 10% of the respective totals.

Significant customers and channel partners

Significant customers and e-commerce partners

In fiscal 2024, 2023 and 2022, no individual end-user customer accounted for 10% or more of our net revenues.

See Note 1 for distributors that accounted for over 10% of our total accounts receivable.

See Note 1 for e-commerce partners that accounted for over 10% of our total accounts receivable.

Commitments and Contingencies

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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, product warranties and losses arising out of our breach of agreements or representations and warranties made by us, including claims alleging that our software infringes on the intellectual property rights of a third party.

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.

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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 Consolidated Financial Statements.

In connection with the sale of our Enterprise Security business to Broadcom, we assigned several leases to Broadcom or certain of its 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 Broadcom’s or such subsidiaries’ breach of payment obligations under the terms of such 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 Consolidated Financial Statements.

Litigation contingencies

For a description of our accounting policy regarding litigation and loss contingencies, see “Critical Accounting Policies and Estimates” included in Part II, Item 7 of this Annual Report.

Trustees of the University of Columbia in the City of New York v.

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Columbia did not seek injunctive relief against us.

We intend to cease use of the technology found by the jury to infringe.

We believe that we have ceased the use of the technology found by the jury to infringe.

The jury also found that we did not fraudulently conceal its prosecution of U.S.

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No damages were awarded related to this patent.

A formal judgment has not yet been entered in the case.

Post-verdict motions have been filed, and we intend to file an appeal challenging the verdict.

At this time, our current estimate of the low end of the range of probable estimated losses from this matter is approximately $ 237 million, reflecting the jury award and prejudgment interest, which we have accrued.

The jury’s verdict may be enhanced and, should it be upheld on appeal, could ultimately result in the payment of somewhere between one and three times the jury’s verdict, plus interest and attorneys’ fees.

On September 30, 2023, the court entered its judgment, which awarded Columbia (i) enhanced damages of 2.6 times the jury award;

(ii) prejudgment interest, post-judgment interest, and supplemental damages to be calculated in accordance with the parties’ previous agreement;

and (iii) attorneys’ fees subject to the parties meeting and conferring as to amount.

We have complied with the court’s order and submitted a stipulation regarding the final calculations of all outstanding interest, royalties and attorneys’ fees.

We have posted the required surety bond and have appealed the judgement to the Federal Circuit Court of Appeals, which remains pending.

At this time, our current estimate of probable losses from this matter is approximately $ 583 million, which we have accrued and recorded as part of Other long-term liabilities in the Consolidated Balance Sheets .

There is a reasonable possibility that a loss may be incurred in excess of our accrual for this matter;

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On November 22, 2021, investment funds managed by Orbis Investment Management Ltd.

which previously opted out of the securities class action, filed suit under the Exchange Act of 1934, the Arizona Securities Act, the Arizona Consumer Fraud Act and certain common law causes of action to recover alleged damages for losses incurred by the funds for their purchases or acquisitions of our common stock during the class period.

which previously opted out of the securities class action, filed suit under the Exchange Act, the Arizona Securities Act, the Arizona Consumer Fraud Act and certain common law causes of action to recover alleged damages for losses incurred by the funds for their purchases or acquisitions of our common stock during the class period.

On February 7, 2023, our Motion to Dismiss was granted in part and denied in part.

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The impact of settlement was not material.

Purported shareholder derivative lawsuits have been filed against us and certain of our former officers and current and former directors in the Delaware Court of Chancery ( In re Symantec Corp.

Purported shareholder derivative lawsuits were filed against us and certain of our former officers and current and former directors in the Delaware Court of Chancery ( In re Symantec Corp.

), Northern District of California ( Lee v.

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On January 4, 2023, after reaching an agreement on the terms of the proposed settlement, which provides for, among other things, a payment of $ 12 million to the Company by the insurers of the Company’s directors and officers, the parties to the Chancery action filed a Stipulation and Agreement of Settlement, Compromise and Release in that Court, which was approved by the Court on May 4, 2023, over the objection of the Lee and Milliken plaintiffs, and releases all claims in the Chancery, Lee , and Milliken actions, as well as any other claims based on the same operative facts.

The parties in the Milliken action stipulated to a dismissal with prejudice, which was entered by the Court on May 12, 2023.

The Lee action has been stayed pending the settlement hearing in the Chancery Court and we intend to seek dismissal of the Lee action based on the preclusive effect of the approved release in the Chancery action.

The parties in the Milliken action stipulated to a dismissal with prejudice, which was entered by that Court on May 12, 2023.

The parties in the Lee action stipulated to a dismissal with prejudice, which was entered by that Court on June 12, 2023.

All three shareholder derivative lawsuits are now resolved.

A fourth lawsuit filed in the Delaware Superior Court, Kukard v.

Symantec , brings claims derivatively on behalf of our 2008 Employee Stock Purchase Plan.

At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a result of the Kukard action or estimate the range of any potential loss.

We will continue to incur legal fees in connection with these pending cases, 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.

Symantec , brought claims derivatively on behalf of our 2008 Employee Stock Purchase Plan.

The parties have reached a settlement in principle, subject to Court approval.

The impact of settlement was not material.

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.

General Services Administration (GSA) Multiple Award Schedule

GS-35F-0240T effective January 24, 2007, including provisions relating to pricing, country of origin, accessibility, and the disclosure of commercial sales practices.

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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 government 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.

since the initial meeting, the government’s analysis of our potential damages exposure relating to direct sales increased.

The government also indicated they would pursue claims for certain sales to California, Florida, and New York as well as sales to the federal government through reseller GSA Schedule contracts, which could significantly increase our potential damages exposure.

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On February 16, 2023, Plaintiffs filed Motions to Amend Judgment to revive the damages claimed at trial.

We have opposed and the motion is now fully briefed before the Court.

On May 13, 2021, we reached a settlement in principle with the State of Florida to resolve all claims it asserted in the litigation for $ 0.5 million, plus the relator’s statutory attorney’s fees with respect to the State of Florida’s claims.

On February 28, 2022, we reached a settlement in principle with the State of New York and the relator to resolve all of the New York claims asserted in the litigation for $ 5 million.

The January 2023 Judgment has been paid, and at this time, our current estimate of the low end of the range of probable estimated losses from this matter was reduced to $ 1.4 million, which we have accrued.

It is possible that the Court could grant Plaintiffs’ Motions to Amend Judgment, in whole or in part, or an appeal of the Court’s Judgment by the Plaintiffs, if brought, could lead to further 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.

On January 16, 2024, the Court granted in part and denied in part the United States’ Motion to Amend and awarded $ 53 million in damages and penalties.

The State of California’s Motion to Amend was denied.

The January 2023 judgment amount has been paid, and at this time, our current estimate of the low end of the range of probable estimated losses from this matter is $ 53 million, which we have accrued and recorded as part of Other current liabilities in the Consolidated Balance Sheets.

On February 13, 2024, we filed a motion to amend and correct the judgement in that the revised damages in the January 2024 decision include damages for products not included on the GSA schedule at issue in the case.

The judgement in the case is not yet final, nonetheless we have posted a surety bond and continue to assess our appeal options.

It is possible an appeal of the Court’s amended judgment by the plaintiffs, if brought, could lead to further 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.

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however, such loss cannot be reasonably estimated.

Additionally, on May 13, 2021, we reached a settlement in principle with the State of Florida to resolve all claims it asserted in the litigation for $ 0.5 million, plus the relator’s statutory attorney’s fees with respect to the State of Florida’s claims.

On February 28, 2022, we reached a settlement in principle with the State of New York and the relator to resolve all of the New York claims asserted in the litigation for $ 5 million.

Jumpshot Matters

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Avast announced the decision to terminate its provision of data to, and wind down, Jumpshot on January 30, 2020.

As Avast has previously disclosed, it has been in communication with certain regulators and authorities prior to completion of the Merger, and we will continue cooperating fully in respect of all regulatory enquiries.

As Avast has previously disclosed, it has been in communication with certain regulators and authorities prior to completion of the acquisition of Avast, and we will continue cooperating fully in respect of all regulatory enquiries.

On December 23, 2019, the United States Federal Trade Commission (FTC) issued a Civil Investigative Demand (CID) to Avast seeking documents and information related to its privacy practices, including Jumpshot's past use of consumer information that was provided to it by Avast.

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On October 29, 2021, staff at the FTC sent Avast a draft complaint and proposed settlement order.

We have been engaged in ongoing negotiations with the FTC staff regarding the scope and terms of the proposed settlement.

Any negotiated settlement with the FTC, or absent settlement, any litigation or other legal proceeding between us and the FTC could result in material monetary remedies and/or compliance requirements that impose significant and material cost and resource burdens on us, and may impact our ability to use data in the future.

There can be no assurance that we will be successful in negotiating a favorable settlement or in litigation.

Any remedies or compliance requirements could adversely affect our ability to operate our business or have a materially adverse impact on our financial results.

At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a result of this investigation or estimate the range of any potential loss.

On February 27, 2020, the Czech Office for Personal Data Protection (the Czech DPA) initiated offense proceedings concerning Avast`s practices with respect to Jumpshot, which remain ongoing and we continue to evaluate our options.

In addition, we received a letter and notification before action from Stichting CUIC – Privacy Foundation for Collective Redress, a Dutch foundation (the Foundation).

We have been engaged in ongoing negotiations with the FTC staff and have reached an agreement on the terms of a settlement resolving this investigation, subject to the Commission’s approval, the terms of which are not expected to have a material impact on current or ongoing operations.

This includes a provision for a non-material amount of monetary relief, which has been accrued.

Absent a final settlement, any litigation or other legal proceeding between us and the FTC could result in material monetary remedies and/or compliance requirements that impose significant and material cost and resource burdens on us, and may impact our ability to use data in the future.

There can be no assurance that we will be successful in reaching a favorable settlement or in litigation.

Any remedies or compliance requirements resulting from a litigation or other legal proceedings could adversely affect our ability to operate our business or have a materially adverse impact on our financial results.

On February 27, 2020, the Czech Office for Personal Data Protection (the Czech DPA) initiated offense proceedings concerning Avast`s practices with respect to Jumpshot, the Czech DPA issued a decision in March 2022 finding that Avast had violated the GDPR and issued a fine of CZK 351 million, which we accrued.

Avast appealed the decision, which was affirmed by the Czech DPA on April 10, 2024.

Avast is considering its options including a further judicial action.

On March 27, 2024, Stichting CUIC – Privacy Foundation for Collective Redress, a Dutch foundation (the Foundation), filed its writ of summons to initiate a collective action.

The Foundation has asserted it represents the interests of Avast customers in the Netherlands whose data was provided to Jumpshot and that by doing so Avast violated the requirements of the GDPR and other provisions in Dutch and European Union privacy and consumer law entitling those customers to damages and other compensation, all of which we dispute.

No specific amount of damages has been alleged and to date, no action has been filed.

At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a result of this notification before action or estimate the range of any potential loss.

No specific amount of damages has been alleged to date.

At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible or estimate the range of any potential loss.

On April 18, 2024, we received a letter before action from counsel in the United Kingdom asserting it may bring a representative action on behalf of a class of Avast users in the United Kingdom and Wales for breach of contract and misuse of private information and seeking unspecified damages and a permanent injunction.

No lawsuit has been commenced.

At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible or estimate the range of any potential loss.

On December 12, 2022, a putative class action, Lau v.

Gen Digital Inc.

and Jumpshot Inc ., was filed in the Northern District of California alleging violations of the Electronic Communications Privacy Act, California Invasion of Privacy Act, statutory larceny, unfair competition and various common law claims related to the provision of customer data to Jumpshot.

On February 24, 2023, we filed a Motion to Dismiss, which is still pending.

and Jumpshot Inc.

, was filed in the Northern District of California alleging violations of the Electronic Communications Privacy Act, California Invasion of Privacy Act, statutory larceny, unfair competition and various common law claims related to the provision of customer data to Jumpshot.

Such claims, to the extent related to Jumpshot, have now been dismissed from the case.

At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a result of this action or estimate the range of any potential loss.

9 unchanged sentences

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.

(2) Financial Statement Schedule

(2) Financial Statement Schedules

GEN DIGITAL INC.

7 unchanged sentences

8-K 000-17781 2.01 8/8/2019

2.02 Co-operation Agreement, dated August 10, 2021, by and between NortonLifeLock Inc., Nitro Bidco Limited and Avast plc

8-K 000-17781 2.02 8/10/2021

2.03 Form of Deed of Irrevocable Undertaking, dated August 10, 2021, by and between NortonLifeLock Inc.

and Nitro Bidco Limited

8-K 000-17781 2.03 8/10/2021

2.04 Amended and Restated Agreement, dated as of July 15, 2022, by and between NortonLifeLock Inc., Nitro Bidco Limited, and Avast plc

8-K 000-17781 2.01 7/18/2022

3.01 Amended and Restated Certificate of Incorporation of Registrant, and all amendments thereto.

5 unchanged sentences

4.01 Description of Securities.

10-K 000-17781 4.02 5/28/2020

4.02 Indenture, dated September 16, 2010, between Registrant and Wells Fargo Bank, National Association, as trustee.

8-K 000-17781 4.01 9/16/2010

4.03 Investment Agreement, dated as of February 3, 2016, by and among Registrant and Silver Lake Partners IV Cayman (AIV II), L.P.

2 unchanged sentences

8-K 000-17781 10.01 3/7/2016

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

4.05 Investment Agreement, dated as of June 12, 2016, by and among Registrant, Bain Capital Fund XI, L.P., Bain Capital Europe Fund IV, L.P.

16 unchanged sentences

8-K 000-17781 10.02 11/12/2019

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

4.11 Second Supplemental Indenture, dated as of September 19, 2022, by and among the Company, each of the Guarantors (as defined therein) listed on the signature pages thereto and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (including the form of 6.750% Senior Notes due 2027 and form of 7.125% Senior Notes due 2030).

14 unchanged sentences

8-K 000-17781 10.01 12/3/2018

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.07(*) Form of Director Restricted Stock Unit Award Agreement under Gen Digital Inc.

9 unchanged sentences

10-Q 000-17781 4.03 8/5/2016

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.13 Term Loan Agreement, dated as of August 1, 2016, among Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Barclays Bank PLC, Citibank, N.A., Wells Fargo Bank, National Association, Royal Bank of Canada, Mizuho Bank, Ltd., and TD Securities (USA) LLC, as Co-Documentation Agents, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank, PLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Royal Bank of Canada and Mizuho Bank, Ltd., as Joint Lead Arrangers and Joint Bookrunners.

2 unchanged sentences

10-Q 000-17781 4.02 8/5/2016

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.15 Assignment and Assumption, dated October 3, 2016, to the Term Loan Agreement dated as of August 1, 2016, among Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Barclays Bank PLC, Citibank, N.A., Wells Fargo Bank, National Association, Royal Bank of Canada, Mizuho Bank, Ltd., and TD Securities (USA) LLC, as Co-Documentation Agents, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank, PLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Royal Bank of Canada and Mizuho Bank, Ltd., as Joint Lead Arrangers and Joint Bookrunners.

2 unchanged sentences

10-Q 000-17781 4.02 2/3/2017

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.17 First Amendment, dated December 12, 2016, to the Credit Agreement, effective as of August 1, 2016, among the Registrant, the lenders party thereto (the Lenders), Wells Fargo Bank, National Association, as Term Loan A-1/Revolver Administrative Agent and Swingline Lender, JPMorgan Chase Bank, N.A., as Term Loan A-2 Administrative Agent, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Barclays Bank PLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Royal Bank of Canada and Mizuho Bank, Ltd., as Lead Arrangers and Joint Bookrunners in respect of the Term A-2 Facility, Barclays Bank PLC, Citibank, N.A., Wells Fargo Bank, National Association, Royal Bank of Canada, Mizuho Bank, Ltd.

7 unchanged sentences

10-K 000-17781 10.19 5/21/2021

10.21(§§) Assignment of Copyright and Other Intellectual Property Rights, by and between Peter Norton and Peter Norton Computing, Inc., dated August 31, 1990.

S-4 33-35385 10.37 6/13/1990

10.22(†) Environmental Indemnity Agreement, dated April 23, 1999, between Veritas and Fairchild Semiconductor Corporation, included as Exhibit C to that certain Agreement of Purchase and Sale, dated March 29, 1999, between Veritas and Fairchild Semiconductor of California.

S-1/A 333-83777 10.27 8/6/1999

10.23 Amendment, dated June 20, 2007, to the Amended and Restated Agreement Respecting Certain Rights of Publicity dated as of August 31, 1990, by and between Peter Norton and Registrant.

10-Q 000-17781 10.01 8/7/2007

10.24 Second Amendment and Limited Waiver to Amended and Restated Credit Agreement dated as of June 22, 2018.

10-Q 000-17781 10.01 11/16/2018

10.25 Second Amendment and Limited Waiver to Term Loan dated as of June 22, 2018.

10-Q 000-17781 10.02 11/16/2018

10.26(*) Registrant’s Offer Letter with Natalie M.

Derse dated June 19, 2020

10-Q 000-17781 10.01 7/8/2020

Incorporated by Reference Filed

1 unchanged sentence

Exhibit Filing Date

10.25 Second Amendment and Limited Waiver to Term Loan dated as of June 22, 2018.

10-Q 000-17781 10.02 11/16/2018

10.27 Credit Agreement, effective as of November 4, 2019, among NortonLifeLock Inc., the issuing banks and lenders party thereto (the Lenders), Wells Fargo Bank, National Association, as Revolver Administrative Agent and Swingline Lender, JPMorgan Chase Bank, N.A., as Term Loan Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, BofA Securities, Inc., Mizuho Bank, Ltd., Barclays Bank PLC, and The Bank of Nova Scotia, as Lead Arrangers and Joint Bookrunners, Bank of America, N.A., Mizuho Bank, Ltd., Barclays Bank PLC and The Bank of Nova Scotia, as Syndication Agents and Goldman Sachs Bank USA, HSBC Securities (USA) Inc., MUFG Bank, Ltd., SunTrust Robinson Humphrey, Inc., Citizens Bank, N.A., BMO Capital Markets Corp., BNP Paribas Securities Corp.

3 unchanged sentences

8-K 000-17781 10.01 7/8/2020

10.29(+) Stock Purchase Agreement dated December 7, 2020 between the Company and Alpaca HoldCo GmbH, Alpaca TopCo GmbH.

10-Q 000-17781 10.01 2/5/2021

10.30 First Amendment, effective as of May [7], 2021, among NortonLifeLock Inc., JPMorgan Chase Bank, N.A., as Term Loan Administrative Agent, Wells Fargo Bank, National Association, as Revolver Administrative Agent, and the lenders and other parties thereto.

6 unchanged sentences

8-K 000-17781 10.01 9/3/2021

10.33 Agreement of Sale and Purchase and Joint Escrow Instructions, dated as of June 4, 2021, by and between NortonLifeLock Inc.

and TMG Partners R.E., LLC

8-K 000-17781 10.01 6/7/2021

10.34++ Restatement Agreement, dated as of September 12, 2022, by and among the Company, the other Loan Parties thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as term loan administrative agent and collateral agent under the Existing Credit Agreement, Wells Fargo Bank, National Association, as revolver administrative agent under the Existing Credit Agreement, and Bank of America, N.A., in its capacity as Successor Administrative Agent.

2 unchanged sentences

S-8 000-17781 99.01 9/12/2022

10.36(*) Form of Restricted Stock Unit Award Agreements under Avast Long-Term Incentive Plan

10-Q 000-17781 10.03 11/9/2022

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.37(*) Form of FY23 Restricted Stock Unit Award Agreements for Non-Employee Directors under 2013 Equity Incentive Plan.

10-Q 000-17781 10.04 11/9/2022

10.38(*) Employment Agreement dated September 12, 2022, between AVAST Software s.r.o.

and Ondrej V l cek

10-Q 000-17781 10.05 11/9/2022

10.39(*) Form of Non-Competition and Non-Solicitation Agreement

and Ondrej Vlcek

10-Q 000-17781 10.05 11/9/2022

1 unchanged sentence

10-Q 000-17781 10.01 8/5/2022

I nsider Trading Policy .

21.01 Subsidiaries of Registrant.

23.01 Consent of Independent Registered Public Accounting Firm.

24.01 Power of Attorney (see Signature page to this annual report).

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

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

2 unchanged sentences

32.02(††) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.01 C lawback Policy

101.00 The following financial information from Gen Digital Inc.'s Annual Report on Form 10-K for the fiscal year ended March 29, 2024 are formatted in iXBRL (Inline eXtensible Business Reporting Language):

2 unchanged sentences

* Indicates a management contract, compensatory plan or arrangement.

** Filed by LifeLock, Inc.

§ The exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Registrant agrees to furnish supplementally copies of any such exhibits and schedules to the SEC upon request.

§§ Paper filing.

† Filed by Veritas Software Corporation.

28 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures