Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The SEC defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our management (with the participation of our Chief Executive Officer and Chief Financial Officer) has conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.
Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Annual Report on Form 10-K.
(b) Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for Gen Digital. Our internal control over financial reporting is a process designed under the supervision of our CEO and CFO to provide reasonable assurance regarding the preparation and reliability of financial reporting and preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.
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 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Our management has concluded that, as of March 28, 2025, our internal control over financial reporting was effective at the reasonable assurance level based on these criteria.
The effectiveness of our internal control over financial reporting, as of March 28, 2025, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Part IV, Item 15 of this Annual Report on Form 10-K.
(c) Changes in Internal Control 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 28, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(d) Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. The design of a control system also is based in part upon assumptions and judgments made by management about the likelihood of future events, and there can be no assurance that a given control will be effective under all potential future conditions. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
Item 9B. Other Information
Insider adoption or termination of trading arrangements
During the fiscal quarter ended March 28, 2025, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item will be included under the caption “Directors, Executive Officers, and Corporate Governance” in our proxy statement for the 2025 Annual Meeting to be filed with the SEC within 120 days of the fiscal year ended March 28, 2025 (the 2025 Proxy Statement) and is incorporated herein by reference . 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 2025 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.
Item 11. Executive Compensation
The information required by this item will be included under the captions “Director Compensation” and “Executive Compensation and Related Information” in our 2025 Proxy Statement and is incorporated herein by reference (excluding the information under the subheading “Pay Versus Performance”).
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included under the captions “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Equity Compensation Plans” in our 2025 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included under the caption “Certain Relationships and Related Transactions, and Director Independence” in our 2025 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Our independent registered public accounting firm is KPMG LLP , Santa Clara, CA , Auditor Firm ID: 185 .
The information required by this item will be included under the caption “Principal Accountant Fees and Services” in our 2025 Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
(1). Financial Statements
Upon written request, we will provide, without charge, a copy of this annual report, including the Consolidated Financial Statements and financial statement schedule. All requests should be sent to:
Gen Digital Inc.
Attn: Investor Relations
60 E. Rio Salado, Suite 1000
Tempe, Arizona 85281
(650) 527-8000
The following documents are filed as part of this report:
Page
1. Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
46
Consolidated Balance Sheets
48
Consolidated Statements of Operations
49
Consolidated Statements of Comprehensive Income (Loss)
50
Consolidated Statements of Stockholders’ Equity (Deficit)
51
Consolidated Statements of Cash Flows
52
Notes to the Consolidated Financial Statements
53
Note 1. Description of Business and Significant Accounting Policies
53
Note 2. Recent Accounting Standards
58
Note 3. Assets Held for Sale
58
Note 4. Business Combinations
58
Note 5. Revenues
59
Note 6. Goodwill and Intangible Assets
60
Note 7. Supplementary Information
60
Note 8. Financial Instruments and Fair Value Measurements
63
Note 9. Leases
63
Note 10. Debt
64
Note 11. Derivatives
66
Note 12. Restructuring and Other Costs
67
Note 13. Income Taxes
69
Note 14. Stockholders’ Equity
71
Note 15. Stock-Based Compensation and Other Benefit Plans
72
Note 16. Net Income (Loss) Per Share
74
Note 17. Segment and Geographic Information
74
Note 18. Commitments and Contingencies
77
Note 19. Subsequent Events
81
Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
2. Exhibits: The information required by this Item is set forth in the Exhibit Index that precedes the signature page of this Annual Report.
81
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Gen Digital Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Gen Digital Inc. and subsidiaries (the Company) as of March 28, 2025 and March 29, 2024, 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 28, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of March 28, 2025, 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 28, 2025 and March 29, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended March 28, 2025, 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 28, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (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.
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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 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. The Company recorded $3,935 million of net revenues for the year ended March 28, 2025.
We identified the evaluation of sufficiency of audit evidence over net revenues as a critical audit matter. The evaluation of sufficiency of audit evidence over net revenues required a high degree of subjective auditor judgment due to the number of revenue-related IT systems involved. Specifically, judgment was required to evaluate that revenue data was captured and aggregated throughout various IT systems. Additionally, IT professionals with specialized skills and knowledge were required to evaluate the nature and extent of evidence obtained over net revenues.
The following are the primary procedures we performed to address this critical audit matter. 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 processes, 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. For a sample of transactions, we assessed the recorded revenue by comparing cash receipts to the revenue recognized. We evaluated the sufficiency of audit evidence obtained over net revenues by assessing the results of procedures performed.
Assessment of uncertain tax positions
As discussed in Notes 1 and 13 to the consolidated financial statements, as of March 28, 2025, the Company recorded accruals for 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 28, 2025, the Company has a liability for gross unrecognized tax benefits of $1,153 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 multiple jurisdictions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s uncertain tax positions process, including controls related to the determination of uncertain tax positions, which included assessing the Company’s interpretation and application of tax laws. We evaluated the Company’s ability to identify and determine its uncertain tax positions by comparing historical uncertain tax positions to actual outcomes upon conclusion of tax examinations. We involved tax professionals with specialized skills and knowledge, who assisted in:
● Obtaining an understanding of the Company’s overall tax structure across multiple jurisdictions and assessing the Company’s compliance with tax laws globally,
● Evaluating changes in tax law, and assessing the interpretation under the relevant jurisdictions’ tax law,
● Inspecting settlements with taxing authorities to assess the Company’s determination of its tax positions,
● Inspecting correspondence and agreements with taxing authorities, reading internal meeting minutes, and evaluating the status of income tax audits with relevant tax authorities, and
● Performing an assessment of the Company’s tax positions and comparing to the results of the Company’s assessment.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Santa Clara, California
May 15, 2025
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GEN DIGITAL INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except par value per share amounts)
March 28, 2025 March 29, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 1,006 $ 846
Accounts receivable, net 171 163
Other current assets 245 334
Assets held for sale 22 15
Total current assets 1,444 1,358
Property and equipment, net 60 72
Intangible assets, net 2,267 2,638
Goodwill 10,237 10,210
Other long-term assets 1,487 1,515
Total assets $ 15,495 $ 15,793
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 94 $ 66
Accrued compensation and benefits 105 78
Current portion of long-term debt 291 175
Contract liabilities 1,846 1,808
Other current liabilities 515 599
Total current liabilities 2,851 2,726
Long-term debt 7,968 8,429
Long-term contract liabilities 77 76
Deferred income tax liabilities 222 261
Long-term income taxes payable 1,420 1,490
Other long-term liabilities 688 671
Total liabilities 13,226 13,653
Commitments and contingencies (Note 18)
Stockholders’ equity (deficit):
Common stock and additional paid-in capital, $ 0.01 par value: 3,000 shares authorized; 617 and 623 shares issued and outstanding as of March 28, 2025 and March 29, 2024, respectively
2,066 2,227
Accumulated other comprehensive income (loss) ( 33 ) 11
Retained earnings (accumulated deficit) 236 ( 98 )
Total stockholders’ equity (deficit) 2,269 2,140
Total liabilities and stockholders’ equity $ 15,495 $ 15,793
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
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GEN DIGITAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
Year Ended
March 28, 2025 March 29, 2024 March 31, 2023
Net revenues $ 3,935 $ 3,800 $ 3,317
Cost of revenues 776 731 589
Gross profit 3,159 3,069 2,728
Operating expenses:
Sales and marketing 745 733 682
Research and development 329 332 313
General and administrative 291 604 286
Amortization of intangible assets 174 233 172
Restructuring and other costs 7 57 69
Impairment of intangible assets
3 — —
Total operating expenses 1,549 1,959 1,522
Operating income (loss) 1,610 1,110 1,206
Interest expense ( 578 ) ( 669 ) ( 401 )
Other income (expense), net ( 3 ) 6 ( 22 )
Income (loss) before income taxes 1,029 447 783
Income tax expense (benefit) 386 ( 160 ) ( 551 )
Net income (loss) $ 643 $ 607 $ 1,334
Net income (loss) per share - basic $ 1.04 $ 0.95 $ 2.17
Net income (loss) per share - diluted $ 1.03 $ 0.95 $ 2.14
Weighted-average shares outstanding:
Basic 617 637 614
Diluted 624 642 624
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
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GEN DIGITAL INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
Year Ended
March 28, 2025 March 29, 2024 March 31, 2023
Net income (loss) $ 643 $ 607 $ 1,334
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments ( 31 ) 10 ( 11 )
Net unrealized gain (loss) on interest rate derivative instruments ( 13 ) 16 —
Other comprehensive income (loss), net of taxes ( 44 ) 26 ( 11 )
Comprehensive income (loss) $ 599 $ 633 $ 1,323
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
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GEN DIGITAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(In millions, except share amounts)
Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit) Total Stockholders’ Equity (Deficit)
Shares Amount
Balance as of April 1, 2022 582 $ 1,851 $ ( 4 ) $ ( 1,973 ) $ ( 126 )
Net income (loss) — — — 1,334 1,334
Other comprehensive income (loss), net of taxes — — ( 11 ) — ( 11 )
Common stock issued under employee stock incentive plans 5 12 — — 12
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
— ( 308 ) — — ( 308 )
Stock-based compensation — 134 — — 134
Extinguishment of convertible debt — ( 100 ) — — ( 100 )
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 ) ( 633 ) 2,152
Net income (loss) — — — 607 607
Other comprehensive income (loss), net of taxes — — 26 — 26
Common stock issued under employee stock incentive plans 6 12 — — 12
Shares withheld for taxes related to vesting of stock units ( 2 ) ( 26 ) — — ( 26 )
Repurchases of common stock (2)
( 21 ) ( 444 ) — — ( 444 )
Cash dividends declared ($ 0.50 per share of common stock) and dividend equivalents accrued
— ( 253 ) — ( 72 ) ( 325 )
Stock-based compensation — 138 — — 138
Balance as of March 29, 2024 623 2,227 11 ( 98 ) 2,140
Net income (loss) — — — 643 643
Other comprehensive income (loss), net of taxes — — ( 44 ) — ( 44 )
Common stock issued under employee stock incentive plans 6 11 — — 11
Shares withheld for taxes related to vesting of stock units ( 1 ) ( 26 ) — — ( 26 )
Repurchases of common stock (2)
( 11 ) ( 274 ) — — ( 274 )
Cash dividends declared ($ 0.50 per share of common stock) and dividend equivalents accrued
— ( 6 ) — ( 309 ) ( 315 )
Stock-based compensation — 134 — — 134
Balance as of March 28, 2025 617 $ 2,066 $ ( 33 ) $ 236 $ 2,269
(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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GEN DIGITAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Year Ended
March 28, 2025 March 29, 2024 March 31, 2023
OPERATING ACTIVITIES:
Net income (loss)
$ 643 $ 607 $ 1,334
Adjustments:
Amortization and depreciation 419 485 329
Impairments and write-offs of current and long-lived assets 7 ( 3 ) 25
Stock-based compensation expense 133 138 134
Deferred income taxes ( 32 ) ( 991 ) ( 145 )
Loss (gain) on extinguishment of debt — — 9
Gain on sale of properties — ( 9 ) —
Non-cash operating lease expense 16 18 23
Impairment on non-marketable equity investments 30 40 —
Legal contract dispute cost (Note 1)
66 — —
Other 11 22 2
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net ( 53 ) 7 11
Accounts payable 26 ( 12 ) ( 8 )
Accrued compensation and benefits 27 ( 24 ) ( 6 )
Contract liabilities 36 47 16
Income taxes payable ( 80 ) 446 ( 128 )
Other assets 86 861 ( 702 )
Other liabilities ( 114 ) 432 ( 137 )
Net cash provided by (used in) operating activities 1,221 2,064 757
INVESTING ACTIVITIES:
Purchases of property and equipment ( 15 ) ( 20 ) ( 6 )
Purchase of non-marketable equity investments ( 4 ) — —
Payments for acquisitions, net of cash acquired ( 84 ) — ( 6,547 )
Proceeds from the maturities and sales of short-term investments — — 4
Proceeds from the sale of properties — 25 —
Other 3 ( 3 ) 2
Net cash provided by (used in) investing activities ( 100 ) 2 ( 6,547 )
FINANCING ACTIVITIES:
Repayments of debt and related equity component ( 1,311 ) ( 1,183 ) ( 3,047 )
Proceeds from issuance of debt, net of issuance costs 941 — 8,954
Net proceeds from sales of common stock under employee stock incentive plans 11 12 12
Tax payments related to vesting of stock units ( 26 ) ( 26 ) ( 20 )
Dividends and dividend equivalents paid ( 313 ) ( 323 ) ( 314 )
Repurchases of common stock ( 272 ) ( 441 ) ( 904 )
Net cash provided by (used in) financing activities ( 970 ) ( 1,961 ) 4,681
Effect of exchange rate fluctuations on cash and cash equivalents 9 ( 9 ) ( 28 )
Change in cash and cash equivalents 160 96 ( 1,137 )
Beginning cash and cash equivalents 846 750 1,887
Ending cash and cash equivalents $ 1,006 $ 846 $ 750
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
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GEN DIGITAL INC.
Notes to the Consolidated Financial Statements
Note 1. Description of Business and Significant Accounting Policies
Business
Gen Digital Inc. is a global company powering Digital Freedom with a family of trusted brands including Norton, Avast, LifeLock and more. Our cyber safety portfolio provides protection across multiple channels and geographies, including security and performance, identity protection, and online privacy. Our technology platforms bring together software and service capabilities into comprehensive and easy-to-use products and solutions across our brands. 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.
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 (U.S. GAAP). All significant intercompany accounts and transactions have been eliminated in consolidation.
Fiscal calendar
We have a 52/53-week fiscal year ending on the Friday closest to March 31. Fiscal 2025, 2024 and 2023 in this report refers to fiscal years ended March 28, 2025, March 29, 2024 and March 31, 2023, respectively, each of which was a 52-week year.
Use of estimates
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 and disclosed 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 assessment 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. Third-party valuation specialists are also utilized for certain estimates. 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. dollar, our reporting currency, changes in interest rates, ongoing and new geopolitical conflicts, and such differences may be material to the Consolidated Financial Statements.
Significant Accounting Policies
With the exception of those discussed in Note 2, there were no material changes in accounting pronouncements issued by the Financial Accounting Standards Board (FASB) that were applicable or adopted by us during fiscal 2025.
Revenue recognition
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 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. Our estimated reserves for channel volume incentive rebates are based on distributors’ and resellers’ performance compared to the terms and conditions of volume incentive rebate programs, which are typically entered into quarterly. Our reserves for rebates are estimated based on the terms and conditions of the promotional program, actual sales during the promotion, the amount of redemptions received, historical redemption trends by product and by type of promotional program and the value of the rebate. We record estimated reserves for rebates as an offset to revenue or contract liabilities. As of March 28, 2025 and March 29, 2024, reserves for rebates, recorded in Other current liabilities, were $ 2 million and $ 4 million, respectively. 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.
Performance obligations
At contract inception, we assess the products and services promised in the contract to identify each performance obligation and evaluate whether the performance obligations are capable of being distinct and are distinct within the context of the contract.
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Performance obligations that are not both capable of being distinct and are distinct within the context of the contract are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. Our software solutions typically consist of a term-based subscription as well as when-and-if available software updates and upgrades. We have determined that our promises to transfer the software license subscription and the related support and maintenance are not separately identifiable because:
• the licensed software and the software updates and upgrades are highly interdependent and highly interrelated, working together to deliver continuously updated protection to customers;
• by identifying and addressing new threats, the software updates and upgrades significantly modify the licensed software and are integral to maintaining its utility; and
• given the rapid pace with which new threats are identified, the value of the licensed software diminishes rapidly without the software updates and upgrades.
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
For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider assumptions that market participants would use when pricing the asset or liability.
The three levels of inputs that may be used to measure fair value are:
• Level 1: Quoted prices in active markets for identical assets or liabilities.
• Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in less active markets or model-derived valuations. All significant inputs used in our valuations, such as discounted cash flows, are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.
• Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. We monitor and review the inputs and results of these valuation models to help ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes.
Assets measured and recorded at fair value:
Cash equivalents . We consider all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents are carried at amounts that approximate fair value due to the short period of time to maturity.
Non-marketable investments. Our non-marketable investments consist of equity investments in privately-held companies without a readily determinable fair value. We primarily measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. We may elect to measure certain investments at fair value, for which we utilize third-party valuation specialists at least annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate a change in the fair value of the investment. Gains and losses on these investments, whether realized or unrealized, are recognized in Other income (expense), net in our Consolidated Statements of Operations.
We assess the recoverability of our non-marketable investments by reviewing various indicators of impairment. If indicators are present, a fair value measurement is made by performing a discounted cash flow analysis of the investment. We immediately recognize the impairment to our non-marketable equity investments if the carrying value exceeds the fair value.
Accounts receivable
Accounts receivable are recorded at the invoiced amount and are not interest bearing. We maintain an allowance for doubtful accounts or expected credit losses to reserve for expected uncollectible receivables. 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. In determining these percentages, we use judgment based on our historical collection experience and current economic trends as well as reasonable and supportable forecasts of future economic conditions.
Assets held for sale
Long-lived assets held for sale are recorded at the lower of carrying value or fair value less costs to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets and external data available.
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Property and equipment
Property, equipment, and leasehold improvements are stated at cost, net of accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives. Estimated useful lives for financial reporting purposes are as follows: buildings, 20 to 30 years; building improvements, 7 to 20 years; leasehold improvements, the lesser of the life of the improvement or the initial lease term, and computer hardware and software and office furniture and equipment, 3 to 5 years.
Software development costs
The costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized in accordance with the accounting guidance for software. Because our current process for developing software is essentially completed concurrently with the establishment of technological feasibility, which occurs upon the completion of a working model, no costs have been capitalized for any of the periods presented.
Internal-use software development costs
We capitalize qualifying costs incurred during the application development stage related to software developed for internal-use and amortize them over the estimated useful life of 3 years. We expense costs incurred related to the planning and post-implementation phases of development as incurred. As of March 28, 2025 and March 29, 2024, capitalized costs, net of amortization, were $ 6 million and $ 5 million, respectively.
Leases
We determine if an arrangement is a lease at inception. We have elected to not recognize a lease liability or right-of-use (ROU) asset for short-term leases (leases with a term of twelve months or less that do not include an option to purchase the underlying asset). Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The interest rate we use to determine the present value of future payments is our incremental borrowing rate because the rate implicit in our leases is not readily determinable. Our incremental borrowing rate is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. Our operating lease assets also include adjustments for prepaid lease payments , lease incentives and initial direct costs .
Certain lease contracts include obligations to pay for other services, such as operations and maintenance. We elected the practical expedient whereby we record all lease components and the related minimum non-lease components as a single lease component. Cash payments made for variable lease costs are not included in the measurement of our operating lease assets and liabilities. Many of our lease terms include one or more options to renew. We do not assume renewals in our determination of the lease term unless it is reasonably certain that we will exercise that option. Lease costs for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. Our lease agreements do not contain any residual value guarantees.
Business combinations
We use the acquisition method of accounting under the authoritative guidance on business combinations. We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Each acquired company’s operating results are included in our Consolidated Financial Statements starting on the date of acquisition.
Goodwill
Goodwill is recorded when consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired.
We perform an impairment assessment of goodwill at the reporting unit level at least annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that the asset may be impaired. 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. 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.
In fiscal 2025, based on our qualitative assessments, we concluded that it is more likely than not that the fair values are more than their carrying values. Accordingly, there was no indication of impairment of goodwill, and further quantitative testing was not required.
Long-lived assets
In connection with our acquisitions, we generally recognize assets for customer relationships, developed technology, finite-lived trade names, other intangibles and indefinite-lived trade names. Finite-lived intangible assets are carried at cost less accumulated amortization. Such amortization is provided on a straight-line basis over the estimated useful lives of the respective assets, generally from 1 to 10 years. Amortization for developed technology is recognized in cost of revenue. Amortization for customer relationships and certain trade names is recognized in operating expenses. Indefinite-lived intangible assets are not subject to amortization but instead tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
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Long-lived assets, including finite-lived intangible assets, property and equipment and ROU lease assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets. An impairment loss is recognized when estimated undiscounted future cash flows generated from the assets are less than their carrying amount. Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value.
In fiscal year 2025, based on our qualitative assessment, we recognized an impairment of $ 3 million related to our long-lived assets. There were no impairments of long-lived assets recognized during fiscal 2024 and 2023.
Contract liabilities
Contract liabilities consist of deferred revenue and customer deposit liabilities and represent cash payments received or due in advance of fulfilling our performance obligations. 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 refund for a period of time. In these arrangements, we have concluded there are no future 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.
Debt
Our debt includes senior unsecured notes, senior term loans and a senior secured revolving credit facility. Our senior unsecured notes are recorded at par value at issuance less a discount representing the amount by which the face value exceeds the fair value at the date of issuance and an amount which represents issuance costs. Our senior term loans are recorded at par value less debt issuance costs, which are recorded as a reduction in the carrying value of the debt. The discount and issuance costs associated with the various notes are amortized using the effective interest rate method over the term of the debt as a non-cash charge to interest expense. Borrowings under our revolving credit facility, if any, are recognized at principal balance plus accrued interest based upon stated interest rates. Debt maturities are classified as current liabilities on our Consolidated Balance Sheets if we are contractually obligated to repay them in the next twelve months or, prior to the balance sheet date, we have the authorization and intent to repay them prior to their contractual maturities and within the next twelve months.
Treasury stock
We account for treasury stock under the cost method. Shares repurchased under our share repurchase program are retired. Upon retirement, we allocate the value of treasury stock between Additional paid-in capital and Retained earnings.
Restructuring
Restructuring actions generally include significant actions involving employee-related severance charges, contract termination costs and asset write-offs and impairments. Employee-related severance charges are largely based upon substantive severance plans, while some charges result from mandated requirements in certain foreign jurisdictions. These charges are reflected in the period when both the actions are probable and the amounts are estimable. Contract termination costs reflect costs that will continue to be incurred under a contract for its remaining term without future economic benefit. These charges are reflected in the period when a contract is terminated. Asset write-offs and impairments, including those associated with ROU lease assets, are recorded in the period when an asset is retired or a facility is no longer operational.
Income taxes
We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating losses and tax credit carryforwards in each jurisdiction in which we operate. We measure deferred tax assets and liabilities using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.
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 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 unrecognized tax benefits as well as any related interest and penalties.
Stock-based compensation
We measure and recognize stock-based compensation for all stock-based awards, including restricted stock units (RSU), performance-based restricted stock units (PRU), stock options and rights to purchase shares under our employee stock
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purchase plan (ESPP), based on their estimated fair value on the grant date. We recognize the costs in our Consolidated Financial Statements on a straight-line basis over the award’s requisite service period except for PRUs with graded vesting, for which we recognize the costs on a graded basis. For awards with performance conditions, the amount of compensation cost we recognize over the requisite service period is based on the actual or estimated achievement of the performance condition. We estimate the number of stock-based awards that will be forfeited due to employee turnover.
The fair value of each RSU and PRU that does not contain a market condition is equal to the market value of our common stock on the date of grant. 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 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 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. GAAP.
Foreign currency
For foreign subsidiaries whose functional currency is the local currency, assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Meanwhile, revenue and expenses are translated using the average exchange rates during the period. Gains and losses resulting from translation of these foreign currency financial statements into U.S. dollars are recorded in AOCI. Remeasurement adjustments are recorded in Other income (expense), net in our Consolidated Statements of Operations.
Concentrations of risk
A significant portion of our revenue is derived from international sales. Fluctuations of the U.S. 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 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 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. E-commerce partners that accounted for over 10% of our total billed and unbilled accounts receivable, are as follows:
March 28, 2025 March 29, 2024
E-commerce partner A
11 % 13 %
E-commerce partner B
— % 11 %
At the end of our third fiscal quarter of 2025, E-commerce Partner B, who acts as the payment processor and merchant of record for a subset of Avast customers, missed its contractually required payment. Additional contractually required payments were missed in the first few weeks of our fourth fiscal quarter ending March 28, 2025. In January 2025, E-commerce partner B cited financial difficulties, which raised our concerns about its solvency and ability to comply with the contractual terms of the agreement. On January 16, 2025, we notified them of our termination of the agreement. After further settlement discussions, the parties agreed to resolve all disputes between them, including but not limited to claims of breach of the agreement, and the parties entered into a legal settlement agreement. Under the terms of the legal settlement agreement, E-commerce partner B transferred all of our customer information to us, and we released our claims to valid outstanding accounts receivable (net of any fees payable) from E-commerce partner B, totaling $ 66 million as of January 17, 2025, along with customary releases for the parties. As a result, a total of $ 66 million of accounts receivable from E-commerce partner B were charged off as general and administrative expense during fiscal 2025.
Advertising and other promotional costs
Advertising and other promotional costs are expensed as incurred, and are recorded in sales and marketing expenses. These costs totaled $ 441 million, $ 438 million, and $ 405 million for fiscal 2025, 2024 and 2023, respectively.
Contingencies
We evaluate contingent liabilities including threatened or pending litigation in accordance with the authoritative guidance on contingencies. We assess the likelihood of any adverse judgments or outcomes from potential claims or proceedings, as well as potential ranges of probable losses, when the outcomes of the claims or proceedings are probable and reasonably estimable. A determination of the amount of an accrual required, if any, for these contingencies is made after the analysis of each separate matter. Because of uncertainties related to these matters, we base our estimates on the information available at the time of our assessment. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates.
Revision of Prior Period Financial Statements
Historically, we had a practice of recognizing revenue for certain groups of customer renewals on the successful billing date, rather than the renewal start date. This practice was instituted to align with our system which was configured and implemented
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based on payment confirmation from e-commerce partners. In the first quarter of fiscal 2025, we changed the practice to recognize revenue for these groups on the renewal start date. We concluded that the impact of this change is not material to any previously issued annual or interim financial statements; however, we have revised previously reported financial information.
We have corrected this error in the accompanying Consolidated Balance Sheet as of March 29, 2024 by increasing contract liabilities for $ 78 million, increasing other long-term assets for $ 21 million and decreasing retained earnings (accumulated deficit) for $ 57 million. The Consolidated Statements of Operations for the years ended March 29, 2024 and March 31, 2023 included a decrease to net revenues of $ 12 million and $ 21 million, respectively, and a decrease to income tax expense (benefit) of $ 3 million and $ 6 million, respectively.
Note 2. Recent Accounting Standards
Recently adopted authoritative guidance
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. The ASU also clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss and provide new segment disclosure requirement for entities with a single reportable segment. This is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. On March 30, 2024, the first day of fiscal 2025, we adopted this guidance and have provided the required disclosures in Note 17.
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.
Note 3. Assets Held for Sale
During fiscal 2020, we reclassified certain land and buildings previously reported as property and equipment to assets held for sale when the properties were approved for immediate sale in their present condition and the sale was expected to be completed within one year. However, the commercial real estate market was adversely affected by the COVID-19 pandemic, which delayed the expected timing of such sales.
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, for cash consideration of $ 12 million, net of selling costs. We recognized a gain on sale of $ 5 million.
During fiscal 2023, we determined land and buildings in Dublin, Ireland, which were previously reported as property and equipment, qualified as held for sale.
During the first quarter of fiscal 2024, we completed the sale of certain land and buildings in Dublin, Ireland, 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. We have taken into consideration the current real estate values and demand and continue to execute pla ns to sell the remaining property. During the fiscal year 2025, we recognized immaterial impairments representing the difference between the fair value less cost to sell and the carrying value of the remaining land and building in Dublin, Ireland. As of March 28, 2025, this property remains classified as assets held for sale.
During the second quarter of fiscal 2025, we determined certain land and buildings in Tettnang, Germany, which were previously reported as property and equipment, qualified as held for sale classification. As a result, we reclassified the aggregate $ 12 million carrying value from property and equipment, net to assets held for sale in our Consolidated Balance Sheet. Upon reclassification, we recognized an immaterial impairment representing the difference between the fair value less cost to sell and the carrying value of the property.
On December 18, 2024, we entered into an agreement to sell certain land and buildings in Tettnang, Germany, for cash consideration of approximately $ 9 million and a 5-year leaseback agreement for a portion of the property. As of March 28, 2025, this property remains classified as assets held for sale. Subsequent to March 28, 2025, the transaction closed and proceeds were received on April 2, 2025.
During fiscal 2025, we recognized immaterial impairments on our held for sale properties, which was included in Other Income (expense), net in our Consolidated Statement of Operations, because the fair value less costs to sell is less than the carrying value of our properties.
Note 4. Business Combinations
Fiscal 2023 Avast acquisition
During the second quarter of fiscal 2023, we acquired all of the outstanding common stock of Avast. Avast has been included in our Consolidated Statements of Operations since the acquisition date. 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.
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Our final allocation of the aggregate purchase price for the acquisition as of September 12, 2022, was as follows:
(In millions) September 12, 2022
Assets:
Accounts receivable $ 63
Other current assets 17
Property and equipment 33
Operating lease assets 18
Intangible assets 2,383
Goodwill 7,335
Other long-term assets 11
Total assets acquired 9,860
Liabilities:
Current liabilities 180
Contract liabilities 509
Operating lease liabilities 18
Long-term deferred tax liabilities 419
Other long-term obligations 46
Total liabilities assumed 1,172
Total purchase price $ 8,688
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.
Unaudited pro forma information
The following unaudited pro forma financial information represents the combined historical results for the year ended March 31, 2023, 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 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:
Year Ended
(In millions) March 31, 2023
Net revenues $ 3,783
Net income (loss) $ 1,118
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.
Fiscal 2025 Acquisition
On January 28, 2025, we acquired all of the outstanding shares of a technology-enabled personal finance education and recommendation platform for an aggregate purchase price of $ 84 million, net of $ 1 million cash acquired. The net purchase price was primarily allocated to goodwill and intangible assets of $ 52 million and $ 32 million, respectively.
Note 5. Revenues
Contract liabilities
During fiscal 2025 and 2024, we recognized $ 1,777 million and $ 1,736 million of revenue, respectively, from the contract liabilities balance at the beginning of the respective fiscal years.
Remaining performance obligations
Remaining performance obligations represent contracted revenue that has not been recognized, which include contract liabilities and amounts that will be billed and recognized as revenue in future periods. As of March 28, 2025, we had $ 1,266 million of remaining performance obligations, excluding customer deposit liabilities of $ 657 million, of which we expect to recognize approximately 94 % as revenue over the next 12 months.
See Note 1 for a description of our revenue recognition policy and Note 17 for tabular disclosures of disaggregated revenue by solution and geographic region.
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Note 6. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill are as follows:
(In millions)
Balance as of March 31, 2023 $ 10,217
Purchase accounting adjustments ( 14 )
Translation adjustments 7
Balance as of March 29, 2024 10,210
Acquisition
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Translation adjustments ( 25 )
Balance as of March 28, 2025 $ 10,237
Intangible assets, net
The following table summarizes the components of our intangible assets, net:
March 28, 2025 March 29, 2024
(In millions) Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships $ 1,159 $ ( 442 ) $ 717 $ 1,642 $ ( 773 ) $ 869
Developed technology 1,332 ( 595 ) 737 1,343 ( 388 ) 955
Other 98 ( 24 ) 74 90 ( 15 ) 75
Total finite-lived intangible assets 2,589 ( 1,061 ) 1,528 3,075 ( 1,176 ) 1,899
Indefinite-lived trade names 739 — 739 739 — 739
Total intangible assets $ 3,328 $ ( 1,061 ) $ 2,267 $ 3,814 $ ( 1,176 ) $ 2,638
Amortization expense for purchased intangible assets is summarized below:
Year Ended Consolidated Statements of Operations Classification
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Customer relationships and other $ 174 $ 233 $ 172 Operating expenses
Developed technology and other
227 229 136 Cost of revenues
Total $ 401 $ 462 $ 308
As of March 28, 2025, future amortization expense related to intangible assets that have finite lives is as follows by fiscal year:
(In millions) March 28, 2025
2026 $ 400
2027 389
2028 386
2029 255
2030 78
Thereafter 20
Total $ 1,528
Note 7. Supplementary Information
Cash and cash equivalents:
(In millions) March 28, 2025 March 29, 2024
Cash $ 462 $ 408
Cash equivalents 544 438
Total cash and cash equivalents $ 1,006 $ 846
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Accounts receivable, net:
(In millions) March 28, 2025 March 29, 2024
Accounts receivable $ 173 $ 165
Allowance for doubtful accounts ( 2 ) ( 2 )
Accounts receivable, net $ 171 $ 163
Other current assets:
(In millions) March 28, 2025 March 29, 2024
Prepaid expenses $ 136 $ 142
Income tax receivable and prepaid income taxes 76 174
Other tax receivable 15 1
Other 18 17
Total other current assets $ 245 $ 334
Property and equipment, net:
(In millions) March 28, 2025 March 29, 2024
Land $ 12 $ 13
Computer hardware and software 360 491
Office furniture and equipment 16 16
Buildings 15 28
Building and leasehold improvements
37 35
Construction in progress 2 1
Total property and equipment, gross 442 584
Accumulated depreciation and amortization ( 382 ) ( 512 )
Total property and equipment, net $ 60 $ 72
Depreciation and amortization expense of property and equipment was $ 18 million, $ 23 million and $ 21 million in fiscal 2025, 2024 and 2023, respectively.
Other long-term assets:
(In millions) March 28, 2025 March 29, 2024
Non-marketable equity investments $ 109 $ 136
Long-term income tax receivable and prepaid income taxes 66 11
Deferred income tax assets 1,218 1,236
Operating lease assets
49 45
Long-term prepaid royalty 5 21
Other 40 66
Total other long-term assets $ 1,487 $ 1,515
Short-term contract liabilities:
(In millions) March 28, 2025 March 29, 2024
Deferred revenue $ 1,189 $ 1,200
Customer deposit liabilities 657 608
Total short-term contract liabilities $ 1,846 $ 1,808
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Other current liabilities:
(In millions) March 28, 2025 March 29, 2024
Income taxes payable $ 215 $ 198
Other taxes payable 105 72
Accrued legal fees 12 103
Accrued royalties 41 52
Accrued interest 86 78
Current operating lease liabilities
14 13
Other accrued liabilities 42 83
Total other current liabilities $ 515 $ 599
Other long-term liabilities:
(In millions) March 28, 2025 March 29, 2024
Long-term accrued legal fees $ 601 $ 586
Long-term operating lease liabilities
42 38
Other 45 47
Total other long-term liabilities $ 688 $ 671
Long-term income taxes payable:
(In millions) March 28, 2025 March 29, 2024
Unrecognized tax benefits (including interest and penalties)
$ 1,419 $ 1,346
Deemed repatriation tax payable — 139
Other long-term income taxes 1 5
Total long-term income taxes payable $ 1,420 $ 1,490
Other income (expense), net:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Interest income $ 28 $ 25 $ 15
Foreign exchange gain (loss) (1)
2 3 ( 8 )
Gain (loss) on early extinguishment of debt
— — ( 9 )
Gain (loss) on equity investments
( 30 ) ( 40 ) ( 7 )
Gain (loss) on sale of properties
— 9 —
Other ( 3 ) 9 ( 13 )
Total other income (expense), net $ ( 3 ) $ 6 $ ( 22 )
(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 $ 11 million, ($ 27 ) million, and ($ 18 ) million for fiscal 2025, 2024 and 2023, respectively.
Supplemental cash flow information:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Income taxes paid (received), net
$ 425 $ ( 476 ) $ 456
Interest expense paid $ 557 $ 607 $ 390
Cash paid for amounts included in the measurement of operating lease liabilities $ 17 $ 24 $ 26
Non-cash operating activities:
Operating lease assets obtained in exchange for operating lease liabilities $ 6 $ — $ 23
Reduction (increase) of operating lease assets as a result of lease terminations and modifications
$ ( 14 ) $ ( 20 ) $ 31
Non-cash investing and financing activities:
Purchases of property and equipment in current liabilities $ 2 $ — $ 1
Non-cash consideration for the acquisition of Avast $ — $ — $ 2,141
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Note 8. Financial Instruments and Fair Value Measurements
The following table summarizes our financial instruments measured at fair value on a recurring basis:
March 28, 2025 March 29, 2024
(In millions) Fair Value Level 1 Level 2 Fair Value Level 1 Level 2
Assets:
Money market funds $ 544 $ 544 $ — $ 438 $ 438 $ —
Interest rate swaps 3 — 3 16 — 16
Total $ 547 $ 544 $ 3 $ 454 $ 438 $ 16
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 28, 2025 and March 29, 2024, the carrying value of our non-marketable equity investments was $ 109 million and $ 136 million, respectively. We recognized impairments of $ 30 million and $ 40 million on our non-marketable equity investments during fiscal years 2025 and 2024, respectively.
Current and long-term debt
As of March 28, 2025 and March 29, 2024, the total fair value of our current and long-term fixed rate debt was $ 2,475 million and $ 2,624 million, respectively. The fair value of our variable rate debt approximated their carrying value. The fair values of all our debt obligations were based on Level 2 inputs.
Note 9. Leases
We lease certain facilities, equipment, and data center co-locations under operating leases that expire on various dates through fiscal 2033. Our leases generally have terms that range from 1 year to 9 years for our facilities, 1 year to 4 years for equipment and 1 year to 7 years for data center co-locations. Some of our leases contain renewal options, escalation clauses, rent concessions and leasehold improvement incentives.
The following summarizes our lease costs for fiscal 2025, 2024 and 2023:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Operating lease costs $ 14 $ 12 $ 16
Short-term lease costs 3 3 2
Variable lease costs 4 6 8
Total lease costs $ 21 $ 21 $ 26
Other information related to our operating leases for fiscal 2025, 2024 and 2023 was as follows:
Year Ended
March 28, 2025 March 29, 2024 March 31, 2023
Weighted-average remaining lease term 4.7 years 4.6 years 2.8 years
Weighted-average discount rate 5.71 % 5.35 % 4.38 %
See Note 7 for cash flow information related to our operating leases.
As of March 28, 2025, the maturities of our lease liabilities by fiscal year are as follows:
(In millions)
2026 $ 16
2027 16
2028 10
2029 8
2030 7
Thereafter 7
Total lease payments 64
Less: Imputed interest ( 8 )
Present value of lease liabilities $ 56
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Note 10. Debt
The following table summarizes components of our debt:
(In millions, except percentages) March 28, 2025 March 29, 2024 Effective
Interest Rate
5.0 % Senior Notes due April 15, 2025
$ — $ 1,100 5.00 %
Term A Facility due September 12, 2027 3,519 3,666 SOFR + % (2)
6.75 % Senior Notes due September 30, 2027
900 900 6.75 %
Term B Facility due September 12, 2029 2,386 2,444 SOFR + % (3)
1.29 % Avira Mortgage due December 30, 2029 (1)
— 3 1.29 %
7.125 % Senior Notes due September 30, 2030
600 600 7.13 %
0.95 % Avira Mortgage due December 30, 2030 (1)
— 3 0.95 %
6.25 % Senior Notes due April 1, 2033
950 — 6.25 %
Total principal amount 8,355 8,716
Less: unamortized discount and issuance costs ( 96 ) ( 112 )
Total debt 8,259 8,604
Less: current portion ( 291 ) ( 175 )
Total long-term debt
$ 7,968 $ 8,429
(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. Additionally, in connection with the agreement to sell certain land and buildings in Tettnang, Germany, as discussed in Note 3, the Avira Mortgages were repaid during the fourth quarter of fiscal 2025.
(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.
(3) Term B Facility due 2029 bears interest at a rate equal to Term SOFR plus 1.75 %.
The interest rates for the outstanding term loans are as follows:
March 28, 2025 March 29, 2024
Term A Facility due September 12, 2027 5.92 % 7.18 %
Term B Facility due September 12, 2029 6.07 % 7.43 %
As of March 28, 2025, the future contractual maturities of debt by fiscal year are as follows:
(In millions)
2026 $ 291
2027 232
2028 4,016
2029 37
2030 2,229
Thereafter 1,550
Total future maturities of debt $ 8,355
Senior credit facilities
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. The lenders under these facilities will not be under any obligation to provide any such incremental loans or commitments. We drew down the aggregate principal amounts of the Term A Facility and Term B Facility to finance the cash consideration payable for our acquisition of Avast and to fully repay the outstanding principal and accrued interest of the existing credit facilities at the time. The Credit Agreement replaced the existing credit facilities upon the close of the transaction. The Revolving Facility and Term A Facility will mature in September 2027, and the Term Facility B will mature in September 2029; the senior credit facilities remain senior secured.
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On June 5, 2024, we entered into the First Amendment with certain financial institutions under the Credit Agreement, as amended (Amended Credit Agreement). The First Amendment repriced our Term B Facility interest rate from the applicable benchmark rate plus CSA plus 2.0 % to the applicable benchmark rate plus 1.75 %. Other than as described above, the Revolving Facility and the term loan facilities under the First Amendment continue to have the same terms as provided under the Credit Agreement.
Subsequent to March 28, 2025, on April 16, 2025, we entered into the Second Amendment with certain financial institutions under the Amended Credit Agreement to fund a portion of the cash consideration paid in connection with our acquisition of MoneyLion, in which they agreed to provide us with a $ 750 million Incremental Term B loan (Incremental Term B Facility or collectively with the Term B Facility, the Term Loan B Facilities), which matures on April 16, 2032. The Incremental Term B Facility bears interest at the applicable benchmark rate plus 1.75 %.
The principal amounts of Term Facility A must be repaid in quarterly installments on the last business day of each calendar quarter equal to 1.25 % of the aggregate principal amount as of the date of the Amended Credit Agreement. The principal amounts of Term Loan B facilities 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 Amended Credit Agreement. Quarterly installment payments commenced on March 31, 2023 for the Term A Facility and Term B Facility and will commence on December 31, 2025 for the Incremental Term B Facility. We may voluntarily repay outstanding principal balances under the Revolving Facility and Term loan facilities without penalty or premium. As of March 28, 2025, there were no borrowings outstanding under our Revolving Facility; however, from time to time we utilize letters of credits as part of our ordinary course of business. Letters of credit reduce our Revolving Facility commitment amounts. As of March 28, 2025, we had $ 6 million in letters of credit.
Interest on our Term A facility borrowings under the Amended Credit Agreement, can be based on a base rate or the SOFR at our election. Based on our debt ratings and our consolidated leverage ratios as determined in accordance with the Amended 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 %.
Debt covenant compliance
The Amended Credit Agreement contains customary representations and warranties, affirmative and negative covenants. 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.
In addition, the Amended Credit Agreement contains customary events of default under which our payment obligations may be accelerated, including, among others, non-payment of principal, interest or other amounts when due, inaccuracy of representations and warranties, violation of certain covenants, payment and acceleration cross defaults with certain other indebtedness, certain undischarged judgments, bankruptcy, insolvency or inability to pay debts, change of control, the occurrence of certain events related to the Employee Retirement Income Security Act of 1974 (ERISA), and the Company experiencing a change of control. As of March 28, 2025 we were in compliance with all financial debt covenants.
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.
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. They 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 these series of notes is payable semi-annually in arrears on March 31 and September 30 for both the 6.75 % Senior Notes and 7.125 % Senior Notes, commencing on March 31, 2023. The First Call Dates of the 6.75 % Senior Notes due 2027 and 7.125 % Senior Notes due 2030 are September 30, 2024 and September 30, 2025, respectively. On and after the applicable First Call Dates, we may redeem the notes of a series at our option, in whole or in part, at any time and from time to time, at a set redemption price.
On February 28, 2025, we issued $ 950 million aggregate principal amount of our 6.250 % Senior Notes due April 1, 2033 (the 6.25 % Senior Notes). The 6.250 % Senior Notes bear interest at a rate of 6.250 % per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2025. On or after April 1, 2028, we may redeem some or all of the 6.250 % Senior Notes at the applicable redemption prices set forth in the supplemental indenture, plus accrued and unpaid interest.
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On February 28, 2025, using the net proceeds from the 6.25 % Senior Notes, together with cash on hand, we fully repaid the principal and accrued interest under the 5.0 % Senior Notes, which had an aggregate principal amount outstanding of $ 1,100 million. In addition, we paid $ 20 million of accrued and unpaid interest through the redemption date. The repayment was accounted for as an extinguishment of debt, resulting in an immaterial loss on extinguishment.
Convertible Senior Notes
On August 15, 2022, we settled the $ 525 million principal and conversion rights of our New 2.0 % Convertible Notes in cash. The aggregate settlement amount of $ 630 million was based on $ 20.41 per underlying share into which the New 2.0 % Convertible Notes were convertible. In addition, we paid $ 5 million of accrued and unpaid interest through the date of settlement. The repayments resulted in an adjustment to stockholders’ equity of $ 100 million. As of March 28, 2025 , we have extinguished all remaining convertible debt instruments.
The following table sets forth total interest expense recognized related to our convertible notes:
Year Ended
(In millions) March 31, 2023
Contractual interest expense $ 4
Payments in lieu of conversion price adjustments (1)
$ 1
(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 2025 and 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.
Note 11. Derivatives
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. These hedging contracts reduce, but do not entirely eliminate the impact of adverse foreign exchange rate and interest rate movements. We do not use our derivative instruments for speculative trading purposes. By using derivative financial instruments to hedge exposures to changes in foreign exchange and interest rates, we are exposed to credit risk; however, we mitigate this risk by entering into hedging instruments with highly rated institutions that can be expected to fully perform under the terms of the applicable contracts.
Foreign currency exchange forward contracts
We conduct business in numerous currencies throughout our worldwide operations, and our entities hold monetary assets or liabilities, earn revenues, or incur costs in currencies other than the entity’s functional currency. As a result, we are exposed to foreign exchange gains or losses, which impacts our operating results. As part of our foreign currency risk mitigation strategy, we have entered into monthly foreign exchange forward contracts to hedge foreign currency balance sheet exposure. These forward contracts are not designated as hedging instruments. We do not hedge our foreign currency exposure in a manner that entirely offsets the effects of the changes in foreign exchange rates.
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Interest rate swap
In March 2023, we entered into interest rate swap agreements to mitigate risks associated with the variable interest rate of our Term A Facility. 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 have effectively converted $ 1 billion of our variable rate borrowings under our 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 Statements of Cash Flows.
Summary of derivative instruments
The following table summarizes our outstanding derivative instruments as of March 28, 2025 and March 29, 2024:
Notional Amount Fair Value of Derivative Assets Fair Value of Derivative Liabilities
(In millions) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024
Foreign exchange contracts not designated as hedging instrument (1)
$ 230 $ 345 $ — $ — $ — $ —
Interest rate swap contracts designed as cash flow hedge
1,000 1,000 3 16 — —
Total $ 1,230 $ 1,345 $ 3 $ 16 $ — $ —
(1) The fair values of the foreign exchange contracts are less than $ 1 million as of March 28, 2025 and March 29, 2024.
The following table summarizes the effect of our cash flow hedges on AOCI during the periods indicated:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Interest rate swap contracts designated as cash flow hedges
$ — $ ( 32 ) $ —
The effect of our interest rate on AOCI was immaterial during fiscal 2025 and 2023.
The related gain (loss) recognized in our Consolidated Statements of Operations was as follows:
Year Ended Consolidated Statements of Operations Classification
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Foreign exchange contracts not designated as hedging instrument $ ( 2 ) $ ( 7 ) $ ( 7 ) Other income (expense), net
Interest rate swap contracts designated as cash flow hedges
13 16 — Interest expense
Total $ 11 $ 9 $ ( 7 )
As of March 28, 2025, we estimate that $ 3 million of net deferred gains related to our interest rate hedges will be recognized in earnings over the next 12 months.
Note 12. Restructuring and Other Costs
Our restructuring and other costs consist primarily of severance and termination benefits, contract cancellation charges, asset write-offs and impairments and other exit and disposal costs. Severance costs generally include severance payments, outplacement services, health insurance coverage and legal costs. Contract cancellation charges primarily include penalties for early termination of contracts and write-offs of related prepaid assets. Other exit and disposal costs include costs to exit and consolidate facilities in connection with restructuring events. Separation costs primarily consist of consulting costs incurred in connection with our divestitures.
September 2022 Plan
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 following the completion of the acquisition. These actions are expected to be completed by the end of calendar year 2025. As of March 28, 2025, we have incurred costs of $ 132 million related to the September 2022 Plan.
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Restructuring summary
Rollforwards of our activities and liability balances related to our September 2022 Plan are presented in the tables below:
(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 ) —
Asset write-offs — 1 — ( 1 ) —
Other exit and disposal costs — 7 ( 7 ) — —
Total $ 7 $ 56 $ ( 41 ) $ ( 2 ) $ 20
(In millions) Liability Balance as of March 29, 2024 Net Charges Cash Payments Non-Cash Items Liability Balance as of March 28, 2025
Severance and termination benefit costs $ 20 $ 2 $ ( 20 ) $ — $ 2
Other exit and disposal costs — 5 ( 5 ) — —
Total $ 20 $ 7 $ ( 25 ) $ — $ 2
The restructuring liabilities are included in Other current liabilities in our Consolidated Balance Sheets.
Restructuring and other costs summary
Our restructuring and other costs are presented in the table below:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Severance and termination benefit costs $ 2 $ 42 $ 40
Contract cancellation charges — 5 2
Stock-based compensation charges — 1 11
Asset write-offs and impairments — 1 4
Other exit and disposal costs 5 8 12
Total restructuring and other $ 7 $ 57 $ 69
Occasionally, we incur costs related to past restructuring plans. These charges were immaterial during fiscal 2025.
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Note 13. Income Taxes
The components of our income (loss) before income taxes are as follows:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Domestic $ 514 $ 70 $ 337
International 515 377 446
Income (loss) before income taxes $ 1,029 $ 447 $ 783
The components of income tax expense (benefit) are as follows:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Current:
Federal $ 246 $ 201 $ ( 479 )
State 21 43 ( 28 )
International 149 579 99
Total 416 823 ( 408 )
Deferred:
Federal ( 33 ) ( 729 ) ( 114 )
State 13 ( 134 ) ( 11 )
International ( 10 ) ( 120 ) ( 18 )
Total ( 30 ) ( 983 ) ( 143 )
Income tax expense (benefit) $ 386 $ ( 160 ) $ ( 551 )
The U.S. federal statutory income tax rates we have applied for fiscal 2025, 2024 and 2023 are as follows:
Year Ended
March 28, 2025 March 29, 2024 March 31, 2023
U.S. 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:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Federal statutory tax expense (benefit) $ 216 $ 93 $ 165
State taxes, net of federal benefit 41 — —
Foreign earnings taxed at other than the federal rate ( 30 ) ( 22 ) ( 12 )
Nondeductible expenses 31 48 20
Federal research and development credit ( 4 ) ( 6 ) ( 5 )
Valuation allowance increase (decrease) 10 ( 4 ) ( 33 )
Change in unrecognized tax benefits ( 37 ) 338 163
Tax interest and penalties 84 129 13
Stock-based compensation 12 17 9
US tax on foreign earnings 55 20 12
Return to provision adjustment 4 — 1
Foreign exchange loss (gain) 10 ( 28 ) ( 17 )
Capital loss — ( 44 ) ( 910 )
Legal entity restructuring — ( 719 ) 42
Other, net ( 6 ) 18 1
Income tax expense (benefit) $ 386 $ ( 160 ) $ ( 551 )
The principal components of deferred tax assets and liabilities are as follows:
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(In millions) March 28, 2025 March 29, 2024
Deferred tax assets:
Tax credit carryforwards $ 17 $ 27
Net operating loss carryforwards of acquired companies 51 60
Interest 71 63
Other accruals and reserves not currently tax deductible 358 332
Goodwill 463 517
Capitalized research and experimental expenditures 112 82
Loss on investments not currently tax deductible 74 60
Other 61 77
Gross deferred tax assets 1,207 1,218
Valuation allowance ( 107 ) ( 93 )
Deferred tax assets, net of valuation allowance 1,100 1,125
Deferred tax liabilities:
Intangible assets ( 91 ) ( 127 )
Unremitted earnings of foreign subsidiaries ( 4 ) ( 14 )
Other ( 9 ) ( 9 )
Deferred tax liabilities ( 104 ) ( 150 )
Net deferred tax assets (liabilities) $ 996 $ 975
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 28, 2025 of $ 107 million is provided primarily against state and foreign capital loss carryforwards and certain tax credits.
As of March 28, 2025, we have U.S. federal net operating losses attributable to various acquired companies of approximately $ 176 million, of which $ 30 million begins to expire in fiscal 2026 and $ 146 million has an indefinite life. The net operating loss carryforwards are subject to an annual limitation under U.S. federal tax regulations but are expected to be fully realized. Furthermore, we have U.S. state net operating loss carryforwards attributable to various acquired companies of approximately $ 108 million. If not used, our U.S. state net operating losses will expire between fiscal 2033 and 2038. In addition, we have foreign net operating loss carryforwards of approximately $ 37 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: historical cumulative book income, as measured by the current and prior two years; historical taxable income; and future reversals of taxable temporary differences. The valuation allowance for deferred tax assets as of March 28, 2025 was $ 107 million. The valuation allowance was primarily related to tax attribute carryforwards that, in the judgement of management, are not more likely than not to be realized.
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.
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The aggregate changes in the balance of gross unrecognized tax benefits were as follows:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Balance at beginning of year $ 1,163 $ 710 $ 527
Settlements with tax authorities — ( 8 ) ( 2 )
Lapse of statute of limitations ( 27 ) ( 14 ) ( 96 )
Increase related to prior period tax positions 14 47 9
Decrease related to prior period tax positions ( 13 ) ( 9 ) ( 15 )
Increase related to current year tax positions 9 467 259
Increase due to acquisition — — 28
Increase (decrease) related to foreign currency exchange rates 7 ( 30 ) —
Balance at end of year $ 1,153 $ 1,163 $ 710
There was a change of $ 10 million in gross unrecognized tax benefits during the year ended March 28, 2025, as disclosed above. 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 28, 2025, $ 974 million, if recognized, would affect our effective tax rate.
We recognize interest and/or penalties related to unrecognized tax benefits in income tax expense. At March 28, 2025, before any tax benefits, we had $ 309 million of accrued interest and penalties on unrecognized tax benefits. Interest included in our provision for income taxes was an expense of approximately $ 83 million for fiscal 2025. If the accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced in the period that such determination is made and reflected as a reduction of the overall income tax provision.
We file income tax returns in the U.S. and in many U.S. state and foreign jurisdictions. 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. Our fiscal years 2018 through 2024 remain subject to examination by the IRS for U.S. federal tax purposes. Our 2021 through 2024 fiscal years remain subject to examination by the appropriate governmental agencies for Irish tax purposes. Our 2017 through 2024 fiscal years remain subject to examination by the Czech tax authorities.
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 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.
We continue to monitor the progress of ongoing income tax controversies and the impact, if any, of the expected tolling of the statute of limitations in various taxing jurisdictions.
We provide U.S. income taxes on the earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered permanently reinvested outside the U.S. or are exempted from further taxation. As of March 28, 2025, the tax liability recorded on the undistributed earnings is approximately $ 4 million.
Note 14. Stockholders' Equity
Dividends
On May 6, 2025, we announced that our Board of Directors declared a cash dividend of $ 0.125 per share of common stock to be paid in June 2025. 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 acquisition of Avast will not be entitled to DERs. See Note 15 for further information about these equity awards. Any future dividends and DERs will be subject to the approval of our Board of Directors.
Stock repurchase program
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. 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 28, 2025, we had $ 2,728 million remaining under the authorization to be completed in future periods.
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The following table summarizes activity related to our stock repurchase program during the years ended March 28, 2025 and March 29, 2024:
Year Ended
(In millions, except per share amounts)
March 28, 2025 March 29, 2024
Number of shares repurchased 11 21
Average price per share $ 24.65 $ 20.87
Aggregate purchase price $ 272 $ 441
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss), net of taxes, consisted of foreign currency translation adjustments:
(In millions) Foreign Currency
Translation Adjustments
Net Unrealized Gain (Loss) On Interest Rate Derivative Total
Balance as of March 31, 2023 $ ( 15 ) $ — $ ( 15 )
Other comprehensive income (loss), net of taxes 10 16 26
Balance as of March 29, 2024 ( 5 ) 16 11
Other comprehensive income (loss), net of taxes ( 31 ) ( 13 ) ( 44 )
Balance as of March 28, 2025 $ ( 36 ) $ 3 $ ( 33 )
Note 15. Stock-Based Compensation and Other Benefit Plans
Stock incentive plans
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 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 112 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 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. The assumed RSUs generally retain the terms and conditions under which they were originally granted. We intend to grant all additional shares that remain available for issuance under the Avast Plans. Upon vesting, these assumed RSUs and any additional shares granted will settle into shares of our common stock. See Note 4 for further information about this business combination.
As of March 28, 2025, 27 million shares remained available for future grant, calculated using the maximum potential shares that could be earned and issued at vesting.
RSUs
(In millions, except per share and year data) Number of
Share
Weighted-
Average
Grant Date Fair Value
Outstanding as of March 29, 2024 8 $ 19.39
Granted 6 $ 24.06
Vested ( 4 ) $ 20.08
Forfeited ( 1 ) $ 19.96
Outstanding as of March 28, 2025 9 $ 21.80
RSUs generally vest over a three-year period. The weighted-average grant date fair value per share of RSUs granted during fiscal 2025, 2024 and 2023 was $ 24.06 , $ 17.42 , and $ 22.38 , respectively. The total fair value of RSUs released in fiscal 2025, 2024 and 2023 was $ 79 million, $ 85 million, and $ 74 million, respectively, which represents the market value of our common stock on the date the RSUs were released.
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PRUs
(In millions, except per share and year data) Number of
Shares Weighted-
Average
Grant Date Fair Value
Outstanding and unvested as of March 29, 2024 5 $ 26.02
Granted 2 $ 31.59
Vested
( 1 ) $ 29.94
Forfeited
( 1 ) $ 22.70
Outstanding and unvested as of March 28, 2025 5 $ 28.42
The total fair value of PRUs released in fiscal 2025, 2024 and 2023 was $ 24 million, $ 20 million, and $ 5 million, respectively, which represents the market value of our common stock on the date the PRUs were released.
We have granted PRUs to certain of our executives. Typically, these PRUs have a three-year vest period. PRUs granted in fiscal 2025, 2024 and 2023 contain a combination of our company’s performance and market conditions. The performance conditions are based on the achievement of specified one - or three-year non-GAAP financial metrics. The market conditions are based on the achievement of our relative total shareholder return over a three - or five-year period. Typically, 0 % to 200 % of target shares are eligible to be earned based on the achievement of the performance and market conditions.
Valuation of PRUs
The fair value of each PRU that does not contain a market condition is equal to the market value of our common stock on the date of grant. The fair value of each PRU that contains a market condition is estimated using the Monte Carlo simulation model. The valuation and the underlying weighted-average assumptions for PRUs are summarized below:
Year Ended
March 28, 2025 March 29, 2024 March 31, 2023
Expected term 2.9 years 2.9 years 3.3 years
Expected volatility 32.2 % 31.5 % 34.8 %
Risk-free interest rate 4.5 % 3.5 % 3.4 %
Expected dividend yield — % — % 1.3 %
Weighted-average grant date fair value of PRUs $ 31.59 $ 22.83 $ 27.07
ESPP
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. Eligible employees are offered shares through a 12 -month offering period, which consists of two consecutive 6 -month purchase periods, at 85 % of the lower of either the fair market value on the purchase date or the fair market value at the beginning of the offering period.
As of March 28, 2025, 40 million shares have been issued under this plan and 30 million shares remained available for future issuance.
The following table summarizes activity related to the purchase rights issued under the ESPP:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Shares issued under the ESPP 1 1 1
Proceeds from issuance of shares $ 11 $ 12 $ 12
The fair value of each stock purchase right under our ESPP is estimated using the Black-Scholes option pricing model. The weighted-average grant date fair value related to rights to acquire shares of common stock under our ESPP in fiscal 2025, 2024 and 2023 was $ 6.77 per share, $ 5.45 per share, and $ 6.04 per share, respectively.
Dividend equivalent rights (DERs)
Our RSUs and PRUs, except for the 4 million unvested RSUs assumed under the Avast Plans, contain DERs that entitles the recipient of an award to receive cash dividend payments when the associated award is released. 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 28, 2025 and March 29, 2024, current dividends payable related to DER was $ 5 million and $ 4 million, respectively, recorded as part of Other current liabilities in the Consolidated Balance Sheets, and long-term dividends payable related to DER was $ 5 million and $ 4 million, respectively, recorded as part of Other long-term liabilities.
Stock-based award modifications
There were no material stock-based award modifications in fiscal 2025. There were no stock-based award modifications in fiscal 2024 and 2023.
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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:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Cost of revenues $ 4 $ 4 $ 3
Sales and marketing 39 36 34
Research and development 37 39 31
General and administrative 54 58 55
Restructuring and other costs — 1 11
Total stock-based compensation expense $ 134 $ 138 $ 134
Income tax benefit for stock-based compensation expense $ ( 17 ) $ ( 16 ) $ ( 20 )
As of March 28, 2025, the total unrecognized stock-based compensation expense related to our unvested stock-based awards was $ 191 million, which will be recognized over an estimated weighted-average amortization period of 1.7 years.
Other employee benefit plans
401(k) plan
We maintain a salary deferral 401(k) plan for all of our U.S. employees. This plan allows employees to contribute their pretax salary up to the maximum dollar limitation prescribed by the Internal Revenue Code. 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:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
401(k) matching contributions $ 4 $ 4 $ 4
Note 16. Net Income (Loss) Per Share
Basic income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share also includes the incremental effect of dilutive potentially issuable common shares outstanding. Dilutive potentially issuable common shares include the dilutive effect of the shares underlying convertible debt and employee equity awards. Our remaining convertible debt was extinguished on August 15, 2022.
The components of basic and diluted net income (loss) per share are as follows:
Year Ended
(In millions, except per share amounts) March 28, 2025 March 29, 2024 March 31, 2023
Net income (loss) $ 643 $ 607 $ 1,334
Net income per share - basic $ 1.04 $ 0.95 $ 2.17
Net income per share - diluted $ 1.03 $ 0.95 $ 2.14
Weighted-average shares outstanding - basic 617 637 614
Dilutive potentially issuable shares:
Convertible debt — — 6
Employee equity awards 7 5 4
Weighted-average shares outstanding - diluted 624 642 624
Anti-dilutive shares excluded from diluted net income (loss) per share calculation:
Employee equity awards — 1 —
Note 17. Segment and Geographic Information
We operate as one reportable segment. Our Chief Operating Decision Maker is our Chief Executive Officer, who manages and reviews the business on a consolidated basis and uses consolidated net income (loss), as reported on our Consolidated Statements of Operations, as the primary measure of segment profit or loss to evaluate company performance and to allocate and prioritize resources during the planning and forecasting process. The measure of segment assets is reported on the Consolidated Balance Sheets as Total Assets.
The following table is a reconciliation of our measure of segment profit or loss, significant segment expenses and other segment items:
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Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Net revenues
$ 3,935 $ 3,800 $ 3,317
Less significant expenses and other segment items:
Revenue share
109 106 95
E-Commerce fees
134 137 119
Product and cloud expense
156 146 131
Personnel expense
460 451 436
Marketing and affiliates expense
555 509 459
Support and outside service expense
98 110 123
Infrastructure and facilities expense (1)
125 132 140
Stock-based compensation
134 138 134
Amortization of intangible assets
401 462 308
Other segment items (2)
153 499 166
Interest expense
578 669 401
Other expense (income), net (3)
3 ( 6 ) 22
Income tax expense (benefit)
386 ( 160 ) ( 551 )
Net income (loss)
$ 643 $ 607 $ 1,334
(1) Infrastructure and facilities expense includes depreciation expense, which are disclosed in Note 7.
(2) Other segment items included in segment net income (loss) includes restructuring and other costs, acquisition and integration costs, litigation settlement charges, and legal contract dispute costs.
(3) Other expense (income), net, includes interest income, which is disclosed in Note 7.
Major solutions
The following table summarizes net revenues from our major solutions:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Consumer security revenues $ 2,462 $ 2,409 $ 2,013
Identity and information protection revenues 1,423 1,328 1,239
Total cyber safety revenues
3,885 3,737 3,252
Legacy revenues 50 63 65
Total net revenues
$ 3,935 $ 3,800 $ 3,317
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From time to time, changes in our product hierarchy cause changes to the product categories above. When changes occur, we recast historical amounts to match the current product hierarchy. The changes have been reflected for all periods presented above. 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, financial wellness 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.
Geographic information
Net revenues by geography are based on the billing addresses of our customers. The following table represents net revenues by geographic area for the periods presented:
Year Ended
(In millions) March 28, 2025 March 29, 2024 March 31, 2023
Americas $ 2,587 $ 2,484 $ 2,234
EMEA 953 917 718
APJ 395 399 365
Total net revenues (1)
$ 3,935 $ 3,800 $ 3,317
Note: The Americas include U.S., Canada, and Latin America; EMEA includes Europe, Middle East, and Africa; APJ includes Asia Pacific and Japan.
(1) 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 2024 and 2023 where we aligned allocation methodologies across similar product categories.
Revenues from customers inside the U.S. were $ 2,358 million, $ 2,265 million, and $ 2,059 million during fiscal 2025, 2024 and 2023, respectively. No other individual country accounted for more than 10% of revenues.
The table below represents cash and cash equivalents held in the U.S. and internationally in various foreign subsidiaries:
(In millions) March 28, 2025 March 29, 2024
U.S. $ 647 $ 467
International 359 379
Total cash and cash equivalents
$ 1,006 $ 846
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 28, 2025 March 29, 2024
U.S. $ 50 $ 47
Germany — 12
Other countries (1)
10 13
Total property and equipment, net $ 60 $ 72
(1) No individual country represented more than 10% of the respective totals.
Significant customers and e-commerce partners
In fiscal 2025, 2024 and 2023, no individual end-user customer accounted for 10% or more of our net revenues. See Note 1 for e-commerce partners that accounted for over 10% of our total accounts receivable.
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Note 18. Commitments and Contingencies
Purchase obligations
We have purchase obligations that are associated with agreements for purchases of goods or services. Management believes that cancellation of these contracts is unlikely, and we expect to make future cash payments according to the contract terms.
The following reflects estimated future payments for purchase obligations by fiscal year. The amount of purchase obligations reflects estimated future payments as of March 28, 2025.
(In millions) March 28, 2025
2026 $ 316
2027 55
2028 33
2029 25
2030 4
Thereafter 1
Total purchase obligations $ 434
Deemed repatriation taxes
Under the Tax Cuts and Jobs Act (H.R.1), we are required to pay a one-time transition tax on untaxed earnings of our foreign subsidiaries through July 2025. The following reflects estimated future payments for deemed repatriation taxes by fiscal year:
(In millions) March 28, 2025
2026 $ 139
Total obligations $ 139
Indemnifications
In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, subsidiaries and other parties with respect to certain matters, including, but not limited to, 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. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. We monitor the conditions that are subject to indemnification to identify if a loss has occurred. 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.
Litigation contingencies
From time to time, we are involved in legal proceedings, including, but not limited to, regulatory proceedings, claims, mediations, arbitrations and litigation, arising out of the ordinary court of business. We evaluate contingent liabilities including threatened or pending litigation in accordance with the authoritative guidance on contingencies. We assess the likelihood of any adverse judgements or outcomes from potential claims or proceedings for accrual or disclosure in our Consolidated Financial Statements. A determination of the amount of an accrual required, if any, for these contingencies is made after the analysis of each separate matter. Because of uncertainties related to these matters, we base our estimates on the information available at the time of our assessment. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates and disclosures. We classify our accruals for litigation contingencies in our Consolidated Balance Sheets as part of Other current liabilities or Other long-term liabilities based on when we expect to pay the claim, if at all. If the period of expected payment is within one year, we classify the amount as short-term; otherwise, it is classified as long-term. The exact timing of payment is subject to uncertainty and could change significantly from our estimated payment period.
Trustees of the University of Columbia in the City of New York v. NortonLifeLock
As previously disclosed, on May 2, 2022, a jury returned its verdict in a patent infringement case filed in 2013 by the Trustees of Columbia University in the City of New York (Columbia) in the U.S. District Court for the Eastern District of Virginia. Columbia originally brought suit alleging infringement of six patents owned by the university. We won a favorable claim construction order on all six patents, and the claim construction was upheld by the Federal Circuit in 2016 on all but U.S. Patent Nos. 8,601,322 and 8,074,115. We also sought inter partes review by the Patent Trial and Appeal Board of the claims of the ‘322 and ‘115 Patents
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and all but two claims of the ‘322 Patent and three claims of the ‘115 Patent were invalidated. The remaining claims of the ‘322 and ‘115 Patents were the only claims that remained in suit at trial.
The jury found that our Norton Security products and Symantec Endpoint Protection products (the latter of which were sold by us to Broadcom as part of an Asset Purchase Agreement dated November 4, 2019) willfully infringe the ‘322 and ‘115 Patents through the use of SONAR/BASH behavioral protection technology. The jury awarded damages in the amount of $ 185 million. Columbia did not seek injunctive relief against us. 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. Patent No. 8,549,643 but did find that two Columbia professors were coinventors of this patent. No damages were awarded related to this patent.
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 $ 598 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; however, such incremental loss cannot be reasonably estimated.
Securities Class Action and Derivative Litigation
Securities class action lawsuits, which have since been consolidated, were filed in May 2018 against us and certain of our former officers, in the U.S. District Court for the Northern District of California. The lead plaintiff’s consolidated amended complaint alleged that, during a purported class period of May 11, 2017 to August 2, 2018, defendants made false and misleading statements in violation of Sections 10(b) and 20(a), and that certain individuals violated Section 20A, of the Securities Exchange Act of 1934, as amended (the Exchange Act).
On May 24, 2021, the parties reached a proposed settlement and release of all claims in the class action, for $ 70 million, and on June 8, 2021, the parties executed a Stipulation and Agreement of Settlement, exclusive of any claims that may be brought by shareholders who opted out of the class action. Of the $ 70 million, $ 67 million was covered under the applicable insurance policy with the remainder paid by us into escrow in September 2021. The Court approved the settlement on February 12, 2022, releasing the settlement payment from escrow.
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, 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. The parties have now settled the matter and the action was dismissed with prejudice on April 26, 2023. The impact of settlement was not material.
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. S’holder. Deriv. Litig. ), Northern District of California ( Lee v. Clark et al., ), and the District of Delaware ( Milliken vs. Clark et al. ). These assert generally the same facts and circumstances as alleged in the securities class action and allege claims for breach of fiduciary duty and related claims. 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 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 , brought claims derivatively on behalf of our 2008 Employee Stock Purchase Plan. The parties reached a settlement, which received final approval from the Court on December 4, 2024, at which time judgment was entered. The judgment was not appealed and is now final and the impact of the settlement was not material. All related matters are now resolved.
GSA
During the first quarter of fiscal 2013, we were advised by the Commercial Litigation Branch of the Department of Justice’s (DOJ) Civil Division and the Civil Division of the U.S. Attorney’s Office for the District of Columbia that the government is investigating our compliance with certain provisions of our U.S. General Services Administration (GSA) Multiple Award Schedule Contract No. GS-35F-0240T effective January 24, 2007, including provisions relating to pricing, country of origin, accessibility, and the disclosure of commercial sales practices.
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As reported on the GSA’s publicly-available database, our total sales under the GSA Schedule contract were approximately $ 222 million from the period beginning January 2007 and ending September 2012. We fully cooperated with the government throughout its investigation, and in January 2014, representatives of the government indicated that their initial analysis of our actual damages exposure from direct 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 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.
In 2012, a sealed civil lawsuit was filed against us related to compliance with the GSA Schedule contract and contracts with California, Florida, and New York. On July 18, 2014, the Court-imposed seal expired, and the government intervened in the lawsuit. On September 16, 2014, the states of California and Florida intervened in the lawsuit, and the state of New York notified the Court that it would not intervene. On October 3, 2014, the DOJ filed an amended complaint, which did not state a specific damages amount. On October 17, 2014, California and Florida combined their claims with those of the DOJ and the relator on behalf of New York in an Omnibus Complaint, and a First Amended Omnibus Complaint was filed on October 8, 2015; the state claims also do not state specific damages amounts.
On March 23, 2021, plaintiffs withdrew their demand for a jury trial and we consented to proceed with a bench trial, which concluded on March 24, 2022. We settled with the State of Florida before trial and the State of New York during trial, both for immaterial amounts which have been paid. On January 19, 2023, the Court issued its Findings of Facts and Conclusions of Law in which it found in favor of the United States in part and awarded damages and penalties in the amount of $ 1.3 million, which the Company then paid. The Court also found in favor of the State of California in part and awarded penalties in the amount of $ 0.4 million, which the Company also paid. The resulting Judgment was filed by the Court on January 20, 2023. On February 16, 2023, plaintiffs filed Motions to Amend Judgment to revive the damages claimed at trial. 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. A subsequent motion to amend and correct the January 2024 judgment brought by the Company was denied.
The January 2024 judgment was paid by the Company in November 2024. Additionally, the Company reached an agreement in principle to pay Relator’s counsel $ 12 million for its attorneys’ fees, which the Company paid in the fourth quarter of fiscal 2025. The Company was dismissed from the case on February 26, 2025, and this matter is now fully resolved.
Jumpshot Matters
At the end of 2019, Avast came under media scrutiny for provision of Avast customer data to its data analytics subsidiary Jumpshot Inc. Jumpshot was a subsidiary of Avast with its own management team and technical experts. 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 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. Avast responded cooperatively to the CID and related follow-up requests from the FTC. On October 29, 2021, staff at the FTC sent Avast a draft complaint and proposed settlement order. We engaged in ongoing negotiations with the FTC staff and have reached a negotiated agreement on the terms of a Consent Decree resolving this investigation, the terms of which are now final. This includes a provision for a non-material amount of monetary relief, which has been paid.
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 is approximately $ 15 million. Avast appealed the decision, which was affirmed by the Czech DPA on April 10, 2024. Avast has now paid the fine levied by the DPA. On June 15, 2024, Avast brought a judicial action in the administrative law court challenging the decision of the Czech DPA. That matter is still pending.
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 to date. At this stage, the matter remains pending, and we are unable to assess whether any material loss or adverse effect is probable 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 probable or estimate the range of any potential loss.
On December 12, 2022, a putative class action, Lau v. Gen Digital Inc. and Jumpshot Inc. (later restyled as Karwowski v. Gen Digital Inc. et al. ), 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
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customer data to Jumpshot. The claims related to Jumpshot, and Jumpshot, Inc. as a defendant, were dismissed on July 9, 2024, as a result of a Motion to Dismiss brought by the Company. The remaining claims were then voluntarily dismissed, with prejudice, by the Plaintiffs. Judgment was entered by the Court on October 23, 2024, as to those claims and on November 22, 2024, Plaintiffs filed a Notice of Appeal regarding the earlier dismissed Jumpshot-related claims and the appeal remains pending. At this stage, we are unable to assess whether any material loss or adverse effect is probable as a result of this action or estimate the range of any potential loss. We dispute these claims and intend to defend ourselves against them vigorously.
The outcome of the regulatory proceedings, government enforcement actions and litigation is difficult to predict, and the cost to defend, settle or otherwise resolve these matters may be significant. Plaintiffs or regulatory agencies or authorities in these matters may seek recovery of large or indeterminate amounts or seek to impose sanctions, including significant monetary penalties, as well as equitable relief. The monetary and other impact of these litigations, proceedings or actions may remain unknown for substantial periods of time. Further, an unfavorable resolution of litigations, proceedings or actions could have a material adverse effect on our business, financial condition, and results of operations and cash flows. The amount of time that will be required to resolve these matters is unpredictable, and these matters may divert management’s attention from the day-to-day operations of our business. Any future investigations or additional lawsuits may also adversely affect our business, financial condition, results of operations and cash flows.
MALKA Seller Members Litigation
On July 21, 2023, Jeffrey Frommer, Lyusen Krubich, Daniel Fried and Pat Capra, the former equity owners of MALKA (collectively, the “Seller Members”), brought a civil action in the SDNY against MoneyLion Technologies Inc. alleging, among other things, breaches of the Membership Interest Purchase Agreement (the “MIPA”) governing the acquisition of MALKA (the “MALKA Acquisition”). Among other claims, the Seller Members allege that they are entitled to payment of $ 25 million of Class A Common Stock pursuant to the earnout provisions set forth in the MIPA, based on the Seller Members’ assertion that MALKA achieved certain financial targets for the year ended December 31, 2022 (such payment, the “2022 Earnout Payment”). The Company believes that the Seller Members are not entitled to any portion of the 2022 Earnout Payment under the terms of the MIPA and filed counterclaims against the Seller Members, alleging, among other things, fraud, negligent misrepresentation, conversion, breach of fiduciary duties and breach of contract and seeking compensatory damages and other remedies as a result of wrongdoing by the Seller Members. The Company continues to vigorously pursue its remaining counterclaims and defend against the Seller Members’ claims, which the Company believes are meritless. The bench trial of all remaining claims concluded on May 5, 2025, and a decision is currently pending. At this stage, we are assessing the impact of this case on our allocation of the purchase price to the underlying assets acquired and liabilities assumed in the MoneyLion acquisition, and also for future periods if any material loss or adverse effect is probable or estimable.
CFPB Litigation
On September 29, 2022, the Consumer Financial Protection Bureau (the “CFPB”) initiated a civil action in the United States District Court for the Southern District of New York (“SDNY”) against MoneyLion Technologies Inc., ML Plus LLC and the Company's 38 state lending subsidiaries, alleging violations of the Military Lending Act and the Consumer Financial Protection Act. The CFPB is seeking injunctive relief, redress for allegedly affected consumers and civil monetary penalties. On January 10, 2023, the Company moved to dismiss the lawsuit, asserting various constitutional and merits-based arguments. On March 24, 2025, the Court granted in part and denied in part the Company's motion to dismiss, substantially narrowing the case. On April 22, 2025, the CFPB filed a second amended complaint. The Company continues to maintain that the CFPB’s claims are meritless and is vigorously defending against the lawsuit. At this stage, we are assessing the impact of this case on our allocation of the purchase price to the underlying assets acquired and liabilities assumed in the MoneyLion acquisition, and also for future periods if any material loss or adverse effect is probable or estimable.
NYAG Litigation
On April 14, 2025, the Office of the Attorney General of the State of New York filed a civil action in the Supreme Court of the State of New York, County of New York, against MoneyLion Inc. The complaint alleges, among other things, that MoneyLion’s earned wage access product violates New York’s civil and criminal usury laws and asserts claims of fraud, deceptive, and false advertising practices under state law, as well as abusive and deceptive practices under the federal Consumer Financial Protection Act. On April 28, 2025, the Attorney General filed an amended complaint, adding MoneyLion Technologies Inc. and ML Plus LLC as defendants. We believe the Attorney General’s claims are without merit and intend to vigorously defend against the lawsuit. At this stage, we are assessing the impact of this case on our allocation of the purchase price to the underlying assets acquired and liabilities assumed in the MoneyLion acquisition, and also for future periods if any material loss or adverse effect is probable or estimable.
Other
We are involved in a number of other judicial, arbitrable and administrative proceedings that are incidental to our business. Although adverse decisions (or settlements) may occur in one or more of the cases, it is not possible to estimate the possible loss or losses from each of these cases. The final resolution of these lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on our business, results of operations, financial condition or cash flows.
During fiscal 2025, 2024 and 2023, we incurred $ 132 million, $ 418 million and $ 29 million, respectively, related to the estimated accrual and final resolutions of our litigation contingencies in our Consolidated Statements of Operations.
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Note 19. Subsequent Events
Acquisition of MoneyLion
On December 10, 2024, we entered into a definitive agreement to acquire MoneyLion Inc. (NYSE: ML). MoneyLion extends our identity solutions into offering comprehensive financial wellness through MoneyLion’s full-featured personal finance platform that includes credit building and financial management services. We completed the acquisition of MoneyLion on April 17, 2025.
Under the terms of the definitive agreement, each share of Class A common stock, par value $ 0.0001 per share, of MoneyLion, that is issued and outstanding as of immediately prior to the effective time of the acquisition will be automatically cancelled, extinguished, and converted into the right to receive cash in an amount equal to $ 82.00 , without interest thereon, representing a cash value of approximately $ 1 billion. In addition, for each share owned, MoneyLion shareholders will receive at closing one contingent value right (CVR) that entitles the holder to a contingent payment of $ 23.00 in the form of shares of our common stock (issuable based on an assumed share price of $ 30.48 per Gen share) if our average volume-weighted average share price reaches at least $ 37.50 per share over 30 consecutive trading days from December 10, 2024 until 24 months after close, representing an aggregate fair value of approximately $ 73 million.
Upon the closing of the acquisition, we cancelled all in-the money outstanding stock options, whether vested or unvested, and converted into the right to receive (i) an amount in cash, without interest thereon, equal to the product obtained by multiplying (a) the number of in-the-money outstanding stock option immediately prior to the close by (b) the excess, if any, MoneyLion’s closing stock price over the exercise price per share of such in-the-money stock option and (ii) one CVR in respect of each in-the-money stock option immediately prior to the close. Any outstanding stock option with an exercise price greater than or equal to per share price of MoneyLion’s closing stock price was forfeited and canceled for no consideration.
Additionally, all outstanding and unvested restricted stock units (RSUs) and performance share units (PSUs) were assumed and converted into 3,727,957 service-based RSUs of Gen’s common stock. The conversion was calculated by multiplying the total number of unvested RSUs and PSUs by an equity conversion ratio of 3.48 . All converted RSUs will vest in accordance with the vesting period set forth in the original award agreement assuming continued service by the recipients through such date. The fair value of these converted restricted stock awards has not yet been finalized.
In connection with our acquisition of MoneyLion, we entered into the Second Amendment to Amended and Restated Credit Agreement (the Second Amendment) with certain financial institutions to fund a portion of the cash consideration paid, in which they agreed to provide to us a $ 750 million Incremental Term B Facility, which matures on April 16, 2032. See Note 10 for further information about this debt instrument and the related debt covenants.
The close date of the acquisition occurred subsequent to our fiscal quarter end, therefore the allocation of the purchase price to the underlying assets acquired and liabilities assumed is subject to a formal valuation process, which has not yet been completed. We will reflect the initial purchase price allocation within our Form 10-Q for the first quarter of fiscal year 2026. The purchase price allocation will be finalized as soon as practicable within the measurement period, but not later than one year following the acquisition close date.
Although the purchase price allocation for this acquisition is not yet available, we expect a substantial majority of the purchase price will be allocated to goodwill and intangible assets.
(2) Financial Statement Schedules
Schedule II
GEN DIGITAL INC.
VALUATION AND QUALIFYING ACCOUNTS
All financial statement schedules have been omitted, since the required information is not applicable or is not present in material amounts, and/or changes to such amounts are immaterial to require submission of the schedule, or because the information required is included in our Consolidated Financial Statements and notes thereto included in this Form 10-K.
(3) Exhibits
Exhibit
Number
Incorporated by Reference Filed
Herewith
Exhibit Description Form File No. Exhibit Filing Date
2.01(§) Asset Purchase Agreement, dated August 8, 2019, by and between Broadcom Inc. and Registrant.
8-K 000-17781 2.01 8/8/2019
2.02(§)
Agreement and Plan of Merger, dated as of December 10, 2024, among Gen Digital Inc., Maverick Group Holdings, Inc. and MoneyLion Inc.
8-K
000-17781
2.01
4/17/2025
3.01 Amended and Restated Certificate of Incorporation of Registrant, and all amendments thereto.
10-Q 000-17781 3.01 11/9/2022
3.02 Amended and Restated Bylaws of Registrant.
8-K 000-17781 3.01
10/16/2024
81
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Exhibit
Number
Incorporated by Reference Filed
Herewith
Exhibit Description Form File No. Exhibit Filing Date
3.03 Certificate of Elimination of Series A Junior Preferred Stock.
10-K 000-17781 3.06 5/28/2020
4.01 Description of Securities.
X
4.03 Investment Agreement, dated as of February 3, 2016, by and among Registrant and Silver Lake Partners IV Cayman (AIV II), L.P.
8-K 000-17781 10.01 2/9/2016
4.04 First Amendment to Investment Agreement, dated as of March 2, 2016, by and among Registrant and Silver Lake Partners IV Cayman (AIV II), L.P.
8-K 000-17781 10.01 3/7/2016
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. and Silver Lake Partners IV Cayman (AIV II), L.P. (including the form of Indenture attached as Exhibit A thereto).
8-K 000-17781 2.02 6/14/2016
4.06 Amendment to Investment Agreement, dated as of July 31, 2016, by and among Registrant, Bain Capital Fund XI, L.P., Bain Capital Europe Fund IV, L.P. and Silver Lake Partners IV Cayman (AIV II), L.P.
10-Q 000-17781 2.03 8/5/2016
4.07 Base Indenture, dated as of February 9, 2017, between Registrant and Wells Fargo Bank, National Association, as trustee.
8-K 000-17781 4.01 2/9/2017
4.08 First Supplemental Indenture related to the 5% Senior Notes due 2025, dated as of February 9, 2017, between Registrant and Wells Fargo Bank, National Association, as trustee (including form of 5.00% Senior Note due 2025).
8-K 000-17781 4.02 2/9/2017
4.09 Third Amendment to Investment Agreement, dated November 11, 2019, by and between NortonLifeLock Inc. and Silver Lake Partners IV Cayman (AIV II), L.P., SLP IV Seal Holdings, L.P. and SLP IV Seal II Holdings, L.P.
8-K 000-17781 10.01 11/12/2019
4.10 Second Amendment to Investment Agreement, dated November 11, 2019, by and between NortonLifeLock Inc. and BC Bear cat SPV, LP, BCIP Venture Associates, BCIP Venture Associates-B, BCIP Associates IV (US), L.P., BCIP Associates IV-B (US), L.P., BCIP T Associates IV (US),
8-K 000-17781 10.02 11/12/2019
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).
8-K 000-17781 4.01 9/19/2022
4.12 Third Supplemental Indenture, dated as of September 19, 2022, by and among the Company, the Guarantors and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee.
8-K 000-17781 4.02 9/19/2022
4.13
Fourth Supplemental Indenture, dated as of February 28, 2025, by and among Gen Digital Inc., as issuer, the guarantors party thereto and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (including the form of 6.250% Senior Notes due 2033).
8-K
000-17781
4.01
2/28/2025
82
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Exhibit
Number
Incorporated by Reference Filed
Herewith
Exhibit Description Form File No. Exhibit Filing Date
10.01(*) Form of Indemnification Agreement for Officers, Directors and Key Employees (form for agreements entered into between January 17, 2006 and March 6, 2016).
8-K 000-17781 10.01 1/23/2006
10.02(*) Form of Indemnification Agreement for Officers, Directors and Key Employees, as amended (form for agreements entered into after March 6, 2016).
8-K 000-17781 10.03 3/7/2016
10.03(*) Registrant’s Deferred Compensation Plan, restated and amended January 1, 2010, as adopted December 15, 2009.
10-K 000-17781 10.05 5/24/2010
10.04(*) Registrant’s 2000 Director Equity Incentive Plan, as amended.
10-Q 000-17781 10.01 11/1/2011
10.05(*) Registrant’s 2008 Employee Stock Purchase Plan, as amended.
10-Q 000-17781 10.06 2/7/2020
10.06(*) Registrant’s 2013 Equity Incentive Plan, as amended and restated.
DEF 14A
000-17781 Exhibit B
7/26/2024
10.07(*) Form of Director Restricted Stock Unit Award Agreement under Gen Digital Inc. 2013 Equity Incentive Plan
10-K
000-17781
10.08
5/25/2023
10.08(*) Form of Employee Restricted Stock Unit Award Agreement under Gen Digital Inc. 2013 Equity Incentive Plan
10-K
000-17781
10.08
5/25/2023
10.09(*) Form of Performance Based Restricted Stock Unit Award Agreement under Gen Digital Inc. 2013 Equity Incentive Plan
10-K
000-17781
10.08
5/25/2023
10.10(*) Form of Restricted Stock Unit Award Agreement under Avast Limited Long Term Incentive Plan
10-K
000-17781
10.08
5/25/2023
10.11(*) Form of Performance Stock Unit Award Agreement under Avast Limited Long Term Incentive Plan
10-K
000-17781
10.08
5/25/2023
10.12 Amended and Restated Credit Agreement, effective as of August 1, 2016, among 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. And TD Securities (USA) LLC, as Co-Documentation Agents in respect of the Term A-2 Facility, and Bank of America, N.A., as Syndication Agent in respect of Term A-2 Facility.
10-Q 000-17781 4.03 8/5/2016
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.
10-Q 000-17781 4.05 8/5/2016
83
Table of Contents
Exhibit
Number
Incorporated by Reference Filed
Herewith
Exhibit Description Form File No. Exhibit Filing Date
10.14 Amendment Agreement, dated as of July 18, 2016, by and among Registrant, Symantec Operating Corporation, the Lenders and the New Term Lenders, Wells Fargo Bank, National Association, and JPMorgan Chase Bank, N.A.
10-Q 000-17781 4.02 8/5/2016
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.
10-Q 000-17781 4.01 2/3/2017
10.16 First Amendment, dated December 12, 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.
10-Q 000-17781 4.02 2/3/2017
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. And TD Securities (USA) LLC, as Co-Documentation Agents in respect of the Term A-2 Facility, and Bank of America, N.A., as Syndication Agent in respect of Term A-2 Facility.
10-Q 000-17781 4.03 2/3/2017
10.18(*) Registrant’s Senior Executive Incentive Plan, as amended and restated.
8-K 000-17781 10.03 10/25/2013
10.19(*) Registrant’s Executive Retention Plan, as amended and restated.
10-K 000-17781 10.18 5/21/2021
10.20(*) Registrant’s Executive Severance Plan.
10-K 000-17781 10.19 5/21/2021
84
Table of Contents
Exhibit
Number
Incorporated by Reference Filed
Herewith
Exhibit Description Form File No. Exhibit Filing Date
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
10.24 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
10.27 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. and Santander Bank, N.A., as Co-Documentation Agents.
8-K 000-17781 10.01 11/4/2019
10.28 APA Letter Agreement dated October 1, 2020 by and between the Company and Broadcom Inc.
8-K 000-17781 10.01 7/8/2020
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.
10-K 000-17781 10.31 5/21/2021
10.31 Amended and Restated Commitment Letter, dated September 1, 2021, by and between NortonLifeLock Inc. and the parties thereto
8-K 000-17781 10.02 9/3/2021
10.32 Amended and Restated Interim Facilities Agreement, dated September 1, 2021, by and between NortonLifeLock Inc., the parties specified thereto, as acceding finance partners, BofA Securities, Inc. and Wells Fargo Securities, LLC, as arrangers, and Bank of America, N.A., as issuing bank, interim facility agent and interim security agent
8-K 000-17781 10.01 9/3/2021
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.
8-K 000-17781 10.01 9/12/2022
10.35(*) Avast Limited (formerly Avast plc) 2018 Long Term Incentive Plan
S-8 000-17781 99.01 9/12/2022
85
Table of Contents
Exhibit
Number
Incorporated by Reference Filed
Herewith
Exhibit Description Form File No. Exhibit Filing Date
10.38(*) Agreement, effective as of June 13, 2024 by and between Gen Digital Inc. and Ondrej Vlcek.
10-Q 000-17781 10.05 8/7/2024
10.40 Registrant’s Non-Employee Director Compensation Policy
10-Q 000-17781 10.01 8/5/2022
10.41
Second Amendment to Amended and Restated Credit Agreement, dated as of April 16, 2025, by and among Gen Digital Inc., the guarantors party thereto, Bank of America, N.A., as administrative agent, each Second Amendment Incremental Term B Loan Lender.
8-K 000-17781 10.02 4/17/2025
10.42
Contingent Value Rights Agreement, dated as of April 17, 2025, by and among Gen Digital Inc. and Computershare Inc. and Computershare Trust Company, N.A.
8-K 000-17781 10.01 4/17/2025
10.43
MoneyLion Inc. Amended and Restated Omnibus Incentive Plan .
8-K 000-17781 99.01 4/17/2025
10.44
Form of PSU Grant Agreement (Annual) of MoneyLion Inc.
8-K 000-17781 99.02 4/17/2025
19.01
Insider Trading Policy.
X
21.01 Subsidiaries of Registrant.
X
23.01 Consent of Independent Registered Public Accounting Firm.
X
31.01 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.02 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.01(††) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.02(††) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.01 Clawback Policy.
X
101.00 The following financial information from Gen Digital Inc.'s Annual Report on Form 10-K for the fiscal year ended March 28, 2025 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity (Deficit), (vi) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
X
104.00 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X
* Indicates a management contract, compensatory plan or arrangement.
§ 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.
† Filed by Veritas Software Corporation.
†† This exhibit is being furnished, rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
86
Table of Contents
+ Certain portions of this document that constitute confidential information have been redacted in accordance with Regulations S-K, Item 601(b)(10).
++ Certain schedules and similar attachments to the exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5)
Item 16. Form 10-K Summary
None.
87
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the 15th day of May 2025.
GEN DIGITAL INC.
By: /s/ Vincent Pilette
Vincent Pilette
Chief Executive Officer, President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below.
Signature Title Date
/s/ Vincent Pilette Chief Executive Officer, President and Director
(Principal Executive Officer)
May 15, 2025
Vincent Pilette
/s/ Natalie Derse Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
May 15, 2025
Natalie Derse
/s/ Frank E. Dangeard Chairman of the Board May 15, 2025
Frank E. Dangeard
/s/ Sue Barsamian Director May 15, 2025
Sue Barsamian
/s/ Pavel Baudis Director May 15, 2025
Pavel Baudis
/s/ Eric K. Brandt Director May 15, 2025
Eric K. Brandt
/s/ Nora Denzel Director May 15, 2025
Nora Denzel
/s/ Peter A. Feld Director May 15, 2025
Peter A. Feld
/s/ Emily Heath Director May 15, 2025
Emily Heath
/s/ Sherrese M. Smith Director May 15, 2025
Sherrese M. Smith
/s/ Ondrej Vlcek Director May 15, 2025
Ondrej Vlcek
88