Gen Digital (GEN) 10-K risk factor changes: FY2020 vs FY2019

[removed: Fluctuations] [added: Fluctuations] in our quarterly financial results have affected the trading price of our outstanding securities in the past and could affect the trading price of our outstanding securities in the [removed: future.][added: future.]

| • | Competitive pricing pressure for one or more of our [removed: classes of our] solutions; |

| • | Changes in the mix or type of [removed: products] [added: solutions] and subscriptions sold and changes in [removed: the renewal rates for our subscriptions;] [added: consumer retention rates;] |

| • | The rate of adoption of new [removed: technologies,] [added: technologies and] new releases of operating systems, and new business processes; |

| • | The impact of acquisitions and [added: divestitures and] our ability to achieve expected [removed: synergies;] [added: synergies or attendant cost savings;] |

| • | Disruptions in our business operations or target markets caused by, among other things, terrorism or other intentional acts, outbreaks of disease, [added: such as the COVID-19 pandemic,] or earthquakes, floods, or other natural disasters; |

| • | Movements in interest rates; [removed: and] |

| • | Changes in tax laws, rules, and [removed: regulations.] [added: regulations; and] |

[removed: If] [added: If] we are unable to develop new and enhanced [removed: solutions that achieve widespread market acceptance,] [added: solutions,] or if we are unable to continually improve the performance, features, and reliability of our existing [removed: solutions or adapt our business model to keep pace with industry trends,] [added: solutions,] our competitive position may weaken, and our business and operating results could be adversely [removed: affected.][added: affected.]

Our future success depends on our ability to effectively respond to [removed: the rapidly changing needs of our customers,] [added: evolving threats to consumers,] as well as competitive technological developments and industry changes, by developing or introducing new and enhanced solutions on a timely basis.

We have in the past incurred, and will continue to incur, significant research and development expenses as we strive to remain [removed: competitive.][added: competitive, and as we focus on organic growth through internal innovation.]

If we are unable to anticipate or react to competitive challenges or if existing or new competitors gain market share in any of our markets, our competitive position could weaken, and we could experience a decline in our [removed: sales] [added: revenues] that could adversely affect our business and operating results.

Our failure to develop new solutions and improve our existing solutions [removed: that] [added: to] satisfy customer preferences and effectively compete with other market offerings in a timely and cost-effective manner may harm our ability to [removed: renew] [added: retain] our [removed: subscriptions with existing] customers and to create or increase demand for our solutions, which may adversely impact our operating results.

The development and introduction of new solutions [removed: involves] [added: involve] a significant commitment of time and resources and are subject to a number of risks and challenges including but not limited to:

| • | Evolving industry [added: and regulatory] standards and technological developments by our competitors and customers; |

| • | Entering into new or unproven markets; [added: and] |

| • | Executing new product and service [removed: strategies;] [added: strategies.] |

[removed: If] [added: If] we are unable to attract and retain qualified employees, lose key personnel, fail to integrate replacement personnel successfully, or fail to manage our employee base effectively, we may be unable to develop new and enhanced solutions, effectively manage or expand our business, or increase our [removed: revenues.][added: revenues.]

Our future success depends upon our ability to recruit and retain key management, technical (including [removed: cyber-security] [added: cyber security] experts), sales, marketing, [added: e-commerce,] finance, and other personnel.

Our officers and other key personnel are [removed: employees-at-will] [added: “at will” employees] and we generally do not have employment or non-compete agreements with our employees, and we cannot assure you that we will be able to retain them.

Competition for people with the specific skills that we require is significant, [removed: especially in] and [removed: around our headquarters in the Silicon Valley, and] we [added: may] face [added: new and unexpected] difficulties in attracting, retaining, and motivating employees [removed: as a result.][added: in connection with the relocation of our headquarters to Tempe, Arizona.]

Although we strive to reduce the negative impact of changes in our leadership, the loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, [removed: the effectiveness of] our [removed: disclosure controls and procedures, our] internal control over financial reporting, and our results of operations.

[removed: We] [added: We] operate in a highly competitive environment, and our competitors may gain market share in the markets for our solutions that could adversely affect our business and cause our revenues to [removed: decline.][added: decline.]

We operate in intensely competitive markets that experience [removed: rapid] [added: frequent] technological developments, changes in industry [added: and regulatory] standards, changes in customer requirements, and frequent new product introductions and improvements.

If we are unable to anticipate or react to these competitive challenges, or if existing or new competitors gain market share in any of our markets, our competitive position could weaken, and we could experience a decline in our [removed: sales] [added: revenues] that could adversely affect our business and operating results.

[removed: If we are unsuccessful in responding to our] competitors or to changing technological and customer demands, our competitive position and our financial results could be adversely affected.

Our competitors include software [removed: and cloud-based] vendors that offer solutions that directly compete with our offerings.

In addition to competing with these vendors directly for sales to end-users of our solutions, we compete with them for the opportunity to have our solutions bundled with the offerings of our strategic partners, such as computer hardware original equipment manufacturers (OEMs) and internet service providers [removed: (ISPs).][added: (ISPs) and Operating Systems.]

In addition, software [removed: and cloud-based] vendors who have bundled our solutions with theirs may choose to bundle their solutions with their own or other vendors’ solutions or may limit our access to standard interfaces and inhibit our ability to develop solutions for their platform.

We face growing competition from [removed: network equipment, computer hardware manufacturers, large operating system providers, and] other technology companies, as well as from companies in the identity threat protection space such as credit bureaus.

Security protection is also offered by some of our competitors at prices lower than our prices [removed: or,] [added: or] in some [removed: cases] [added: cases,] is offered free of charge.

Our competitive position could be adversely affected to the extent that our customers perceive these lower cost or free security products as replacing the need for [removed: more effective,] full featured [removed: solutions, such as those that we provide.][added: solutions like ours.]

The expansion of these competitive trends could have a significant negative impact on our [removed: sales] [added: revenues] and operating results by causing, among other things, price reductions of our solutions, reduced profitability, and loss of market share.

Many of our competitors have greater financial, technical, [removed: sales,] marketing, or other resources than we do and consequently, may have the ability to influence customers to purchase their products instead of ours.

Further consolidation within our industry or other changes in the competitive environment could result in larger competitors that compete with [removed: us on several levels.][added: us.]

We also face competition from many smaller companies that specialize in particular segments of the [removed: markets] [added: market] in which we compete.

[removed: We] [added: Nevertheless, we] believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position, [removed: and that the level of these investments will increase in future periods.][added: which include, for example, decreasing our reliance on third parties for our Engine-Related Services.]

[removed: Changes] [added: Changes] in industry structure and market conditions could lead to charges related to discontinuance of certain of our products or businesses and asset [removed: impairments.][added: impairments.]

In response to changes in industry structure and market [removed: conditions,] [added: conditions and in connection with the Broadcom sale,] we may be required to strategically reallocate our resources and consider restructuring, disposing of, or otherwise exiting certain businesses.

Although in certain instances our [removed: supply] [added: vendor] agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business [removed: needs prior to firm orders being placed,] [added: needs,] our loss contingencies may include liabilities for contracts that we cannot cancel, reschedule or adjust with [removed: contract manufacturers and] suppliers.

RISKS RELATED TO OUR BUSINESS STRATEGY AND INDUSTRY

The COVID-19 pandemic has affected how we are operating our business, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain.

The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices.

Federal and state governments have implemented measures to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, and closure of non-essential businesses.

To protect the health and well-being of our employees, partners and third-party service providers, we have implemented a near company-wide work-from-home requirement for most employees until further notice, made substantial modifications to employee travel policies, and cancelled or shifted our conferences and other marketing events to virtual-only for the foreseeable future.

While we continue to monitor the situation and may adjust our current policies as more information and public health guidance become available, such precautionary measures could negatively affect our customer success efforts, sales and marketing efforts, or create operational or other challenges, such as a reduction in employee productivity because of the work from home requirement, any of which could harm our business and results of operations.

Further, if the COVID-19

pandemic has a substantial impact on our employees, partners or third-party service providers’ health, attendance or productivity, our results of operations and overall financial performance may be adversely impacted.

Additionally, if employees, partners or third-party services providers return to work during the COVID-19 pandemic, the risk of inadvertent transmission of *COVID*\-19 through human contact could still occur and result in litigation*.*

Beginning in March 2020, the U.S. and global economies have reacted negatively in response to worldwide concerns due to the economic impacts of the COVID-19 pandemic.

Although we have not yet experienced a material increase in customers cancellations or a material reduction in our retention rate in 2020, we may experience such an increase or reduction in the future, especially in the event of a prolonged economic down turn as a result of the COVID-19 pandemic.

A prolonged economic downturn could result adversely affect demand for our offerings, retention rates and harm our business and results of operations, particularly in light of the fact that our solutions are discretionary purchases and thus may be more susceptible to macroeconomic pressures, as well impact the value of our common stock, ability to refinance our debt, and our access to capital.

The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately forecasted at this time, such as the severity and transmission rate of the disease, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, partners and third-party service providers.

If we are not able to respond to and manage the impact of such events effectively and if the macroeconomic conditions of the general economy or the industries in which we operate do not improve, or deteriorate further, our business, operating results, financial condition and cash flows could be adversely affected.

Following the Broadcom sale (as defined below), our resources for research and development have decreased, which could put us at a competitive disadvantage.

Additionally, we must continually address the challenges of dynamic and accelerating market trends and competitive developments.

| • | Rapidly changing customer preferences; |

If we are unsuccessful in responding to our

If our competitors offer deep discounts on certain solutions or provide offerings, we may need to lower prices in order to compete successfully Similarly, if there is pressure by competitors to raise prices, our ability to acquire new customers and retain existing customers may be diminished.

Additionally, our business may be affected by changes in the macroeconomic environment.

Our solutions are discretionary purchases, and customers may reduce or eliminate their discretionary spending on our solutions during a difficult macroeconomic environment.

Although we have not yet experienced a material increase in customers cancellations or a material reduction in our retention rate in 2020, we may experience such an increase or reduction in the future, especially in the event of a prolonged economic down turn or a worsening of current conditions as a result of the COVID-19 pandemic.

In addition, during an economic downturn, consumers may experience a decline in their credit or disposable income, which may result in less demand for our solutions.

As a result, we may have to lower our prices or make other changes to our pricing model to address these dynamics, any of which could adversely affect our business and financial results.

| • | The continued consolidation of online sales through a small number of larger channels has been increasing, which could reduce the channels available for online distribution of our solutions; and |

Our revenue and operating results depend significantly on our ability to retain our existing customers, and add new customers, and any decline in our retention rates or failure to add new customers will harm our future revenue and operating results.

Our revenue and operating results depend significantly on our ability to retain our existing customers and add new customers.

We sell our solutions to our customers on a monthly or annual subscription basis.

Customers may cancel their membership with us at any time without penalty.

We therefore may be unable to retain our existing customers on the same or on more profitable terms, if at all.

In addition, we may not be able to predict or anticipate accurately future trends in customer retention or effectively respond to such trends.

Our customer retention rates may decline or fluctuate due to a variety of factors, including the following:

| • | our customers’ levels of satisfaction or dissatisfaction with our solutions; |

| • | the quality, breadth, and prices of our solutions; |

| • | our general reputation and events impacting that reputation; |

| • | the services and related pricing offered by our competitors; |

| • | disruption by new services or changes in law or regulations that impact the need for efficacy of our products and services; |

| • | our customer service and responsiveness to any customer complaints; |

| • | customer dissatisfaction if they do not receive the full benefit of our services due to their failure to provide all relevant data; |

| • | customer dissatisfaction with the methods or extent of our remediation services; |

A description of the risk factors associated with our business is set forth below.

The list is not exhaustive, and you should carefully consider these risks and uncertainties before investing in our common stock.

A decrease in demand for our solutions could adversely affect our financial results.

We are subject to fluctuations in demand for our solutions due to a variety of factors, including market transitions, general economic conditions, competition, product obsolescence, technological change, shifts in buying patterns, the timing and duration of hardware refresh cycles, financial difficulties and budget constraints of our current and potential customers, public awareness of security threats to IT systems, and other factors.

While such factors may, in some periods, increase product sales, fluctuations in demand can also negatively impact our sales.

If demand for our solutions declines, whether due to general economic conditions, a shift in buying patterns or otherwise, our revenues and margins would likely be adversely affected.

| | |

| --- | --- |

| • | Fluctuations in our revenue due to the transition of our sales contracts to a higher mix of products subject to ratable versus point-in-time revenue recognition; |

| • | Our resellers making a substantial portion of their purchases near the end of each quarter; |

| • | Customers’ tendency to negotiate licenses and other agreements near the end of each quarter; |

| • | Cancellation, deferral, or limitation of orders by customers; |

| • | Political and military instability caused by war or other events, which could slow spending within our target markets, delay sales cycles, and otherwise adversely affect our ability to generate revenues and operate effectively; |

| • | The timing, rate and pricing of customer purchases to replace older versions of our hardware products that have reached end of life; |

| • | The timing and extent of significant restructuring charges; |

Our business depends on customers renewing their arrangements for maintenance, subscriptions, managed security services, and cloud-based (cloud) offerings.

A large portion of our Enterprise Security revenue is derived from arrangements for maintenance, subscriptions, managed security services, and cloud offerings, yet customers have no contractual obligation to purchase additional solutions after the initial subscription or contract period.

In particular, term-based license subscriptions and cloud-based products are increasing as

a percentage of our total revenues.

While we believe our customers’ renewal rates, in general, have been relatively stable in recent periods, customer retention and renewal rates may decline or fluctuate as a result of a number of factors, including our customers’ level of satisfaction with our solutions or our customer support, customer budgets, and the pricing of our solutions compared with the solutions offered by our competitors, any of which may cause our revenue to grow more slowly than expected, or to decline.

Accordingly, we must invest significant time and resources in providing ongoing value to our customers.

If these efforts fail, if our customers do not renew for other reasons, or if our customers renew on terms less favorable to us, our revenue may decline, and our business will suffer.

Additionally, we must continually address the challenges of dynamic and accelerating market trends and competitive developments, such as the emergence of advanced persistent threats in the security space, the continued volatility in the PC market, the market shift towards mobility, and the increasing transition towards subscription and cloud-based solutions, all of which continue to make it more difficult for us to compete effectively.

For example, although we have been investing heavily in solutions that address the cloud security market, we cannot be certain that it will develop at a rate or in the manner we expect or that we will be able to compete successfully with new entrants or more established competitors.

| • | Trade compliance difficulties; |

| • | Developing or expanding efficient sales channels; and |

| • | Obtaining sufficient licenses to technology and technical access to operating system software. |

For example, we are initiating a Chief Executive Officer transition process, and appointed an interim President and Chief Executive Officer.

Additionally, our Chief Operating Officer resigned in November 2018 and, as previously disclosed, our Chief Financial Officer is stepping down and is being replaced by a new Chief Financial Officer as of the date hereof.

Some companies offer lower-priced or free security products within their computer hardware or software products.

Our cloud offerings present execution and competitive risks.

Our cloud offerings are critical to our business.

Our competitors are rapidly developing and deploying cloud offerings for consumers and business customers.

Pricing and delivery models are evolving.

Devices and form factors influence how users access services in the cloud.

We have made and are continuing to make significant investments in, and devoting significant resources to develop and deploy, our own cloud strategies.

We cannot assure you that our ongoing investments in and development of our cloud infrastructure and related cloud offerings will achieve the expected returns for us or that we will be able to compete successfully in the marketplace.

In addition to software development costs, we are incurring significant costs to build, execute upon, and maintain the infrastructure needed to support our cloud offerings.

These costs may reduce the operating margins we have previously achieved.

Whether we are successful in this business model depends on our execution in a number of areas, including:

[removed: OVERVIEW][added: OVERVIEW]

[removed: Fiscal] [added: Fiscal] calendar and basis of [removed: presentation][added: presentation]

Fiscal [removed: 2019, 2018,] [added: 2020, 2019] and [removed: 2017] [added: 2018] in this report refers to fiscal year ended [added: April 3, 2020,] March 29, 2019, [added: and] March 30, 2018, [removed: and March 31, 2017, respectively, each of which was a 52-week year.][added: respectively.]

Refer to Note [removed: 2 of our notes] [added: 18] to [added: the] Consolidated Financial Statements for further [removed: details about] [added: information on] our [removed: recent adoption of this accounting guidance.][added: indemnifications.]

[removed: Key] [added: Key] financial [removed: metrics][added: metrics]

The following table provides our key financial metrics for fiscal [removed: 2019] [added: 2020] compared with fiscal [removed: 2018:][added: 2019:]

| [removed: (In] [added: (In] millions, except for [removed: percentages and] per [removed: share amounts)] [added: user amounts and percentages)] | [removed: Fiscal 2019] [added: 2020] | | | | [removed: Fiscal 2018] [added: 2019] | | | [added: | 2018 | |]

[removed: | Net revenues | $ | 4,731 | | | $ | 4,834 | |][added: Net revenues]

| Operating income [added: (loss)] | [removed: $] [added: 14] | [removed: 380] | | [added: 6] | [removed: $] | [removed: 49] | [added: (6] | [added: ) |]

| Net income | $ | [removed: 31] [added: 3,887] | | | $ | [removed: 1,138] [added: 31] | |

| Net income per share - diluted | $ | [removed: 0.05] [added: 6.05] | | | $ | [removed: 1.70] [added: 0.05] | |

| Net cash provided by [added: (used in)] operating activities | $ | [removed: 1,495] [added: (861] | [added: )] | | $ | [removed: 950] [added: 1,495] | |

| | [removed: March 29, 2019] [added: 2020] | | | [added: 2019] | [removed: March 30, 2018] | | [added: 2018] | [added: |]

| Cash, cash equivalents and short-term investments | $ | [removed: 2,043] [added: 2,263] | | | $ | [removed: 2,162] [added: 2,043] | |

[removed: | • |] Net revenues decreased [removed: 2%] [added: $103 million] primarily due to [added: a $238 million decrease as a result of] the divestiture of our website security (WSS) and public key infrastructure (PKI) solutions [added: and $33 million decrease] in [removed: fiscal 2018,] [added: revenue from our consumer security solutions,] partially offset by [removed: increased revenue from] [added: a $161 million increase in revenues of] our identity and information protection solutions. [removed: |]

[removed: | • | Net income and diluted] [added: Non-operating income,] net [removed: income per share] [added: of expense,] decreased [added: $663 million] primarily due to the absence [removed: in fiscal 2019] of the [added: $653 million] gain on the divestiture of [added: our] WSS and PKI solutions [removed: and a net income tax benefit as a result of the passage of the 2017 Tax Act, both of which occurred during] [added: in] fiscal 2018. [removed: |]

| • | Cash, cash equivalents and short-term investments [removed: decreased $119] [added: increased $220] million compared to March [removed: 30, 2018,] [added: 29, 2019,] primarily due to cash [removed: used for repayment] [added: proceeds from the divestitures described above, largely offset by payments] of [removed: debt,] [added: quarterly and special dividends,] stock repurchases, and [removed: payments of dividends, partially offset by] [added: net] cash [removed: from operations.] [added: used in operating activities.] |

[removed: CRITICAL] [added: CRITICAL] ACCOUNTING POLICIES AND [removed: ESTIMATES][added: ESTIMATES]

[removed: Income taxes][added: Income taxes]

[removed: Loss contingencies][added: Loss contingencies]

[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS]

[removed: Fiscal] [added: Fiscal] 2019 compared to fiscal [removed: 2018][added: 2018]

| | [removed: Fiscal Year] [added: Fiscal Year] | | | | | [added: | | |]

| | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | [added: | 2018 | |]

| Net revenues | 100 | % | | 100 | % | [added: | 100 | % |]

| Cost of revenues | [removed: 22] [added: 16] | | | [removed: 21] [added: 19] | | [added: | 18 | |]

| Gross profit | [removed: 78] [added: 84] | | | [removed: 79] [added: 81] | | [added: | 82 | |]

| Operating expenses: | | | | | | [added: | | |]

| Sales and marketing | [removed: 32] [added: 28] | | | [added: 29 | | |] 33 | |

| Research and development | [removed: 19] [added: 13] | | | [removed: 20] [added: 17] | | [added: | 18 | |]

| General and administrative | [removed: 9] [added: 15] | | | [removed: 12] [added: 17] | | [added: | 19 | |]

| Amortization of intangible assets | [removed: 4] [added: 3] | | | [removed: 5] [added: 3] | | [added: | 3 | |]

| Restructuring, transition and other costs | [removed: 5] [added: 11] | | | [removed: 8] [added: 9] | | [added: | 15 | |]

| Total operating expenses | 70 | | | [removed: 78] [added: 75] | | [added: | 88 | |]

| Operating income | [removed: 8] [added: $] | [added: 355] | | [removed: 1] | [added: $] | [added: 158 | |]

| Interest expense | [removed: (4] [added: (8] | ) | | [removed: (5] [added: (8] | ) | [added: | (10 | ) |]

| Other [removed: expense,] [added: income (expense),] net | [removed: (1] [added: 27] | [added: | | (2 |] ) | | [removed: —] [added: 26] | |

| Income [added: (loss)] from continuing operations before income taxes | [removed: 2] [added: 33] | | | [removed: 9] [added: (4] | [added: )] | [added: | 10 | |]

| Income tax expense (benefit) | [removed: 2] [added: 10] | | | [removed: (14] [added: —] | [added: | | (28 |] ) |

| Income [added: (loss)] from continuing operations | [removed: —] [added: 23] | | | [removed: 23] [added: (4] | [added: )] | [added: | 38 | |]

We are a leading provider of Cyber Safety solutions for consumers.

During fiscal year 2020, we completed the sale of our Enterprise Security assets to Broadcom Inc. (Broadcom) and the sale of our ID Analytics solutions to LexisNexis Risk Solutions, part of RELX Inc. With the sale of our enterprise assets, we have transformed ourselves into a pure consumer company.

Our NortonLifeLock branded solutions help customers protect their devices, online privacy, identity and home networks.

Fiscal Year Highlights

| • | In October 2019, we sold our equity interest in DigiCert Parent Inc. for $380 million and realized a gain of $379 million, on which we paid income taxes of $53 million. |

| • | On November 4, 2019, we completed the Broadcom sale under which Broadcom purchased certain of our Enterprise Security assets and assumed certain liabilities for a purchase price of $10.7 billion. As a result, we realized a gain of $5,434 million on which we paid income taxes of $1.9 billion as of April 3, 2020. |

The divestiture of our Enterprise Security business allowed us to shift our operational focus to our consumer business and represented a strategic shift in our operations.

As a result, the results of our Enterprise Security business are classified as discontinued operations in our Consolidated Statements of Operations and thus are excluded from both continuing operations for all periods presented.

Accordingly, we now have one reportable segment.

Revenues and associated costs of our ID Analytics solutions, which were formerly included in the Enterprise Security segment, were included in our remaining reportable segment.

| • | In November 2019, we entered into a credit facility and drew down $500 million of a 5-year term loan to repay an existing term loan of $500 million. The credit facility also provides a revolving a line of credit of $1.0 billion and a delayed 5-year term loan commitment of $750 million through September 15, 2020. |

| • | In November 2019, our Board of Directors approved a restructuring plan in connection with the strategic decision to divest our Enterprise Security business. We incurred costs of $423 million under this plan in fiscal 2020, primarily related to workforce reduction, contract termination, and asset write-offs and impairment charges. |

| • | In connection with the Broadcom sale, in January 2020, we made a distribution to our stockholders through a special dividend of $12 per share of common stock. The aggregate amount of such dividend payments was $7.2 billion. |

| • | In January 2020, we completed the sale of our ID Analytics solutions for $375 million in net cash proceeds, resulting in a gain of $250 million. |

| • | In February 2020, we exchanged $250 million of our 2.5% Convertible Notes and $625 million of our 2.0% Convertible Notes for new convertible notes of the same principal amounts and paid the holders of the new convertible notes a total cash consideration of $546 million in lieu of conversion price adjustments related to our $12 special dividend to the exchanged notes. We adjusted the conversion price of the remaining $250 million of our 2.5% Convertible Notes and the remaining $625 million of our 2.0% Convertible Notes and extended the maturity date by one year. |

| • | In March 2020, we settled $250 million of our 2.5% Convertible Notes for $566 million, which included a cash settlement of the equity conversion feature. |

Subsequent event

In May 2020, we settled the principal and conversion rights of $625 million of our 2.0% Convertible Notes for $1.18 billion in cash.

Fiscal 2020 was a 53-week year whereas fiscal 2019 and 2018 each consisted of 52 weeks.

| Income from discontinued operations | $ | 3,309 | | | $ | 141 | |

| Net income per share from discontinued operations - diluted | $ | 5.15 | | | $ | 0.22 | |

| | As of | | | | | | |

| Contract liabilities | $ | 1,076 | | | $ | 1,059 | |

| • | Net revenues increased $34 million primarily due to the favorable impact from the additional week in the fiscal 2020. |

| • | Operating income increased $197 million primarily due to lower compensation expense, lower outside service expense, and lower technical support expense that we achieved as a result of our cost reduction programs, partially offset by higher advertising and promotional expense and higher costs recognized in connection with our restructuring plans. |

| • | Income (loss) from continuing operations increased $688 million primarily due to higher operating income and the gains on the sale of the DigiCert equity method investment and our ID Analytics solutions, partially offset by higher income tax expense. |

| • | Income from discontinued operations increased $3,168 million, net of taxes, primarily due to the gain on the Broadcom sale. |

| • | Net income and net income per share increased primarily due to higher income from both continuing operations and discontinued operations for the reasons discussed above. |

| • | Net cash used in operating activities was $861 million, compared to cash provided by operating activities of $1,495 million in fiscal 2019, primarily due to income tax payments related to our gains on the divestitures described above. |

| • | Contract liabilities increased $17 million compared to March 29, 2019, reflecting higher billings than recognized net revenues. |

COVID-19 UPDATE

The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices.

Federal and state governments have implemented measures to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, and closure of non-essential businesses.

Further, beginning in March 2020, the U.S. and global economies have reacted negatively in response to worldwide concerns due to the economic impacts of the COVID-19 pandemic.

To protect the health and well-being of our employees, partners and third-party service providers, we have implemented a near company-wide work-from-home requirement for most employees until further notice, made substantial modifications to employee travel policies, and cancelled or shifted our conferences and other marketing events to virtual-only for the foreseeable future.

While we continue to monitor the situation and may adjust our current policies as more information and public health guidance become available, such precautionary measures could negatively affect our customer success efforts, sales and marketing efforts, or create operational or other challenges, such as a reduction in employee productivity because of the work from home requirement, any of which could harm our business and results of operations.

Further, if the COVID-19 pandemic has a substantial impact on our employees, partners or third-party service providers’ health, attendance or productivity, our results of operations and overall financial performance may be adversely impacted.

Additionally, if employees, partners or third-party services providers return to work during the COVID-19 pandemic, the risk of inadvertent transmission of *COVID*\-19 through human contact could still occur and result in litigation*.* Although we have not yet experienced a material increase in customers cancellations or a material reduction in our retention rate in 2020, a prolonged economic downturn could result adversely affect demand for our offerings, retention rates and harm our business and results of operations, particularly in light of the fact that our

solutions are discretionary purchases and thus may be more susceptible to macroeconomic pressures, as well impact the value of our common stock, our ability to refinance our debt, and our access to capital.

The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately forecasted at this time, such as the severity and transmission rate of the disease, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, partners and third-party service providers.

Symantec Corporation is a global leader in cyber security.

We provide cyber security products, services, and solutions to organizations and individuals worldwide.

Founded in 1982, we have operations in more than 45 countries.

Our segments consist of:

| • | Enterprise Security. Our Enterprise Security segment focuses on providing our Integrated Cyber Defense solutions to help business and government customers unify cloud and on-premises security to deliver a more effective cyber defense solution, while driving down cost and complexity. |

| • | Consumer Cyber Safety. Our Consumer Cyber Safety segment focuses on providing cyber safety solutions under our Norton LifeLock brand to help consumers protect their devices, online privacy, identities, and home networks. |

For additional information about our offerings, see the discussion in Item 1.

Business, under the heading “Products and Services.”

Our financial results for fiscal 2019 are presented in accordance with the new revenue standard that was adopted under the modified retrospective method at the beginning of fiscal 2019.

Prior period results have not been restated.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | As of | | | | | | |

| Contract liabilities | $ | 3,056 | | | $ | 3,103 | |

| • | Operating income increased $331 million primarily due to increased revenue from our identity and information protection solutions in our Consumer Cyber Safety segment, lower stock-based compensation expense, and lower restructuring, transition, and other costs, partially offset by the negative impact to Enterprise Security segment operating income due to the fiscal 2018 divestiture of WSS and PKI solutions. |

| • | Net cash provided by operating activities increased $545 million due to higher net income adjusted for non-cash items, partially offset by unfavorable net changes in operating assets and liabilities. |

| • | Contract liabilities decreased $47 million compared to March 30, 2018, primarily due to a decrease of $169 million in the March 30, 2018 balances as a result of the adoption of the new revenue recognition standard, partially offset by higher billings versus recognized revenue during fiscal 2019. |

Revenue recognition

We recognize revenue primarily pursuant to the requirements under the authoritative guidance on contracts with customers.

Revenue recognition requirements are very complex and require us to make estimates and assumptions.

We enter into arrangements with multiple performance obligations, which may include hardware, software licenses, cloud services, support and maintenance, and professional services.

We allocate revenue to each performance obligation on a relative fair value basis based on management’s estimate of stand-alone selling price (SSP).

Judgments are required to determine the SSP for each performance obligation.

The determination of SSP is made by taking into consideration observable prices in historical transactions.

When observable prices in historical transactions are not available or are inconsistent, we estimate SSP based on observable prices in historical transactions of similar products, pricing discount practices, product margins, and other factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation.

Changes to the performance obligations in an arrangement, the judgments required to estimate the SSP for the respective performance obligations, and increasing variability in contractual arrangements could materially impact the amount and timing of revenue recognition.

Valuation of goodwill, intangible assets, and long-lived assets

Business combinations.

Goodwill is allocated to reporting units expected to benefit from the business combination.

As of December 28, 2018, we have completed our accounting for the effects of the enactment of the 2017 Tax Act in accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118, and the amounts are no longer considered provisional.

We continue to evaluate any new guidance from the U.S. Department of Treasury and the IRS as issued.

Stock-based compensation

Stock-based compensation expense is measured at the grant date based on the fair value of the award.

We recognize stock-based compensation cost over the award’s requisite service period on a straight-line basis except for performance-based restricted stock units (PRUs) with graded vesting which we recognize 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 achievement of the performance condition or management’s best estimate of the achievement if not yet known.

No compensation cost is ultimately recognized for forfeited awards in which employees do not render the requisite service.

We estimate the number of stock-based awards that will be forfeited due to employee turnover.

Our forfeiture assumption is primarily based on historical experience.

The fair value of each restricted stock unit (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 option pricing model.

[removed: Interest] [added: Interest] rate [removed: risk][added: risk]

Our short-term investments [added: and cash equivalents] primarily consist of corporate [removed: bonds.][added: bonds and certificate of deposits, respectively.]

[removed: An increase] [added: A change] in interest could have an adverse impact on [removed: its] [added: their] market value.

As of [removed: March 29, 2019,] [added: April 3, 2020,] the [added: carrying value and] fair value of our short-term investments [added: and cash equivalents] was [removed: $252] [added: $434] million.

A hypothetical [removed: increase] [added: change] in the [removed: corporate bonds’] yield curve of [removed: 50] [added: 100] basis points would not result in a significant reduction in fair value.

As of [removed: March 29, 2019,] [added: April 3, 2020,] we had [removed: $4.0] [added: $3.8] billion in aggregate principal amount of fixed-rate Senior Notes and [removed: Convertible Senior Notes] [added: convertible debt] outstanding, with a carrying amount and a fair value of [removed: $4.0] [added: $3.6] billion, based on Level 2 inputs.

As of [removed: March 29, 2019,] [added: April 3, 2020,] we also had $500 million outstanding debt with variable interest rates based on the London InterBank Offered Rate (LIBOR).

A reasonably possible hypothetical adverse change of [removed: 50] [added: 100] basis points in LIBOR would not result in a significant increase in interest expense on an annualized basis.

[removed: Foreign] [added: Foreign] currency exchange rate [removed: risk][added: risk]

We conduct business in numerous currencies through our worldwide operations, and our entities hold monetary assets or liabilities, earn revenues, or incur costs in currencies other than the entity’s functional [removed: currency] [added: currency,] primarily in Euro, Japanese Yen, [removed: and] British [removed: Pound.][added: Pound, and Indian Rupee.]

We have a foreign exchange exposure management program designed to identify material foreign currency exposures, manage these exposures, and reduce the potential effects of currency fluctuations on our [removed: reported consolidated cash flows and] results of operations through which we enter into foreign exchange forward contracts on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries with up to twelve months in duration.

As of [added: April 3, 2020 and] March 29, 2019, we had open foreign currency forward contracts with notional amounts of [added: $419 million and] $1.1 [removed: billion] [added: billion, respectively,] to hedge foreign currency balance sheet exposure, with an insignificant fair value.

A hypothetical ten percent depreciation of foreign currency would result in a reduction in fair value of our forward contracts of [added: $30 million and] $84 million for fiscal [removed: 2019.][added: 2020 and fiscal 2019, respectively.]

[removed: For additional details related] [added: Additional information with respect] to our derivative [removed: instruments, please see “Note] [added: instruments is included in Note] 9 [removed: - Derivatives”] to [removed: our] [added: the] Consolidated Financial Statements [removed: included] in this [removed: report.][added: Annual Report on Form 10-K.]

In addition, to help protect the net investment in a foreign operation from adverse changes in foreign currency exchange rates, during fiscal 2019, we initiated a program under which we may enter into foreign currency forward and option contracts to offset the changes in the carrying amounts of these investments due to fluctuations in foreign currency exchange rates.

As of March 29, 2019, the notional amount of the related outstanding forward contracts was $116 million, and their fair value was not significant.

These contracts reduce, but do not entirely eliminate, the impact of currency exchange rate movements on investments in foreign operations.

The foreign currency gains and losses on these contracts are recorded in other comprehensive income.

[removed: Overview][added: Overview]

Our [removed: internet] [added: Internet] home page is located at [removed: www.symantec.com.][added: https://www.nortonlifelock.com.]

The information contained, or referred to, on our [removed: website] [added: website, including our Cyber Safety Insights Report,] is not part of this annual report unless expressly noted.

As the risks to consumers [removed: shift] [added: continue to expand] from [removed: PC-based] [added: device-based] attacks to more sophisticated threats such as [added: fraud,] ransomware, identity [removed: theft,] [added: theft] and privacy risks, our [removed: software and services] [added: solutions have evolved to] provide a multi-layered approach [removed: to protect consumers, regardless of device, network, or location.][added: in protecting against threats, detecting attacks and helping customers manage across their digital footprint, including their technology, applications, networks and identities.]

[removed: Sales] [added: Sales] and [removed: Go-to-Market Strategy][added: Marketing]

[removed: Research] [added: Research] and [removed: Development][added: Development]

Our engineering and product management teams are focused on delivering new versions of existing [removed: product lines,] [added: offerings,] as well as developing entirely new [removed: products and services] [added: offerings] to drive the company’s [added: global] leadership in [removed: cyber security.][added: Cyber Safety.]

[removed: Competition][added: Competition]

Our [removed: Consumer Cyber Safety] competitors vary by [removed: product category,] [added: offering,] geography, and channel.

[removed: Intellectual Property][added: Intellectual Property]

[removed: Seasonality][added: Seasonality]

As is typical for many [added: consumer] technology companies, our business is subject to seasonality.

[removed: Corporate Responsibility][added: Corporate Responsibility]

Our annual Corporate Responsibility Report can be found via the [removed: Symantec] [added: NortonLifeLock] website at [removed: https://www.symantec.com/about/corporate-responsibility.][added: https://www.nortonlifelock.com/about/corporate-responsibility.]

[removed: Employees][added: Employees]

As of [removed: March 29, 2019,] [added: April 3, 2020,] we employed more than [removed: 11,900] [added: 3,600] people worldwide.

[removed: Available information][added: Available information]

We make available free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission (SEC) on our investor relations website located at [removed: www.symantec.com/invest.][added: https://investor.nortonlifelock.com/About/Investors/default.aspx/.]

NortonLifeLock is a trusted brand and leading provider of Cyber Safety solutions for consumers worldwide.

Our business is built around the prevention, detection and restoration of potential damages caused by cyber criminals.

The need for NortonLifeLock’s products is more critical than ever in today’s increasingly digital world, as people transition to remote work environments, conduct virtual meetings, and engage in online gaming, streaming, shopping, telemedicine and numerous other online transactions and activities on a daily basis.

With each new digital interaction comes increased risk for consumers as cyber criminals look to take advantage of this accelerating trend.

NortonLifeLock stands between today’s cyber criminals and consumers, helping secure the devices, identities, online privacy, and home and family needs of nearly 50 million consumers globally.

We are a trusted ally for our customers in a complex digital world and are committed to advancing our mission of protecting each element of their digital lives.

We offer subscription-based Cyber Safety solutions to consumers under the NortonLifeLock brand, with our integrated cyber safety platform Norton 360.

Norton 360’s integrated experience, and substantial scale and reach, provide extensive cyber safety coverage to our members.

In addition to Norton 360, we also offer standalone products for device security, privacy, identity, and home and family protection in certain channels and geographies.

We sell our products primarily direct-to-consumer through our in-house e-commerce platform, and indirectly through partner relationships with retailers, telecom service providers, hardware original equipment manufacturers (OEMs), and employee benefit providers.

Most of our subscriptions are sold on either annual or monthly terms.

As of April 3, 2020, we served over 20 million direct customers and approximately 30 million more through partners or other indirect channels.

Our annual retention rate was 85% for fiscal 2020.

Please see “Performance Metrics” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7.

Our transformation into a pure-play consumer company follows the sale of our enterprise assets and name change from Symantec Corporation to NortonLifeLock Inc. Founded in 1982, we formerly did business under the Symantec Corporation name as the Consumer Cyber Safety division.

The sale of our Enterprise Security assets to Broadcom Inc. (Broadcom) and the sale of our ID Analytics business to LexisNexis Risk Solutions, part of RELX Inc., were completed in fiscal year 2020.

Industry Overview

Cyber crime, and the ways in which cyber criminals target consumers, continue to evolve along with behaviors and technology.

Cyber crime encompasses any crime committed digitally over the internet and includes crimes where (i) malicious software or unauthorized access is detected on a device, network or online account (including email, social media, online banking, online retail, etc.); (ii) an individual is digitally victimized through a data breach, cyber theft, cyber extortion, or fraud (stolen personally identifiable information, identity theft); or (iii) online stalking, bullying, or harassment is inflicted.

As cyber crime becomes an intensifying threat to our world, consumers are increasingly concerned.

Our annual NortonLifeLock Cyber Safety Insights Report evaluates current cyber crime trends to provide a snapshot of the impact of cyber crime.

According to the 2019 report, which is based on research conducted online by The Harris Poll on behalf of us, almost 500 million consumers have been the victim of a cyber crime, with nearly 350 million in the last year alone.

While many report having taken at least one step to protect their online activities and personal information, most people are taking only basic steps (clearing cookies, limiting information shared on social media) and few are going to greater lengths such as using anonymous payment methods, deleting social media accounts, or using a virtual private network (VPN).

For more insights or information related to our NortonLifeLock Cyber Safety Insights Report, please visit https://us.norton.com/nortonlifelock-cyber-safety-report.

Cyber Safety Solutions and Services

We help consumers by providing Cyber Safety subscription solutions with an integrated user experience under the NortonLifeLock brand, called Norton 360.

Our Norton 360 subscriptions include multiple levels of membership tiers that incorporate solutions from each of our Cyber Safety categories: Device Security, Identity Protection, Online Privacy, and Home and Family Safety.

We also provide these solutions as standalone products in certain channels and geographies.

Our Consumer Cyber Safety solutions include the following offerings:

| • | Device Security (Norton Security): Our Norton Security solution provides real-time protection for PCs, Macs and mobile devices against malware, viruses, adware, ransomware and other online threats. It monitors and blocks unauthorized traffic from the internet to the device to help protect private and sensitive information when customers are online. For mobile devices, Norton Security alerts customers of risky apps, safeguards against fraudulent and malicious websites, identifies Wi-Fi networks that are under attack, enables stolen device recovery, and blocks unwanted spam and potential fraud calls. Norton Security includes 24x7 support by trained support agents. We provide on-call support and offer a money-back guarantee if we cannot remove viruses from infected devices through our Virus Protection Promise. |

| • | Identity Protection (LifeLock Identity Theft Protection): Our LifeLock identity theft protection solution includes monitoring, alerts and restoration services to protect the safety of our customers. We monitor events that may present a risk of identity theft, such as new account openings and applications. If we detect that a customer’s personally identifiable |

information is being used, we deliver notifications and alerts to our customers about potentially suspicious activity.

In the event of identity theft, we assign an Identity Restoration Specialist to work directly with customers to help restore their identities.

Customers are further protected by our Million Dollar Protection Package, which provides reimbursement for stolen funds and coverage for personal expenses.

| • | Online Privacy (Norton Secure VPN and SurfEasy VPN): As people are exchanging more sensitive information through digital channels - be it personal healthcare information to enable tele-health or financial information for personal accounting, having a VPN has become even more crucial. Our Norton Secure VPN and SurfEasy VPN enhance security and online privacy by providing an encrypted data tunnel. This allows customers to securely transmit and access private information such as passwords, bank details and credit card numbers when using public Wi-Fi on PCs, Macs and mobile iOS and Android devices. Our VPN service allows customers to browse the Web anonymously to protect their online privacy and prevent tracking by online advertisers and other companies. Customers can also change their virtual location when they are traveling internationally to allow them to connect to their favorite apps, websites and online streaming services as if they are in their home-country. |

| • | Home and Family (Norton Family): As entire households now spend hours online, whether for school, work, or personal use, protecting the home and family in a simple way is even more of a need. Norton Family brings the protection and security of our products to every member of the family across multiple devices and platforms. Norton Family also provides Parental Controls tools for parents to monitor kids’ online activities, including videos watched, websites visited, terms searched, and apps downloaded. Parents can manage how much time kids spend online and block access to inappropriate websites. Norton Family also provides GPS location monitoring for mobile devices and content filtering for PCs. |

Our Strategy

Our goal is to be the trusted cyber security partner for consumers across the globe and enable them to manage their digital lives safely.

The threat landscape is larger, more complicated and more connected than ever before, exposing consumers to an increased risk to their security, online privacy, home networks and identities.

The cornerstone of our strategy is to provide consumers with a platform that brings together superior software and service capabilities to enable all facets of Cyber Safety, including device security, identity protection, online privacy, and home and family safety.

Symantec Corporation is a global leader in cyber security.

We provide cyber security products, services, and solutions to more than 350,000 organizations and 50 million individuals worldwide.

Our Integrated Cyber Defense Platform helps business and government customers unify cloud and on-premises security to deliver a more effective cyber defense solution, while driving down cost and complexity.

Our Cyber Safety solutions from Norton LifeLock help consumers protect their devices, online privacy, identities, and home networks.

Our business and consumer offerings are powered by the largest civilian threat intelligence network, which uses artificial intelligence, machine learning, and human intelligence to analyze trillions of rows of data every day across hundreds of millions of devices to discover and help prevent advanced threats that might otherwise go undetected.

We believe this threat intelligence data is a competitive advantage, and a primary way we are able to provide faster and better protection for customers.

Founded in 1982, Symantec has operations in more than 45 countries.

Our headquarters are located at 350 Ellis Street, Mountain View, California.

Fiscal 2019 Business Highlights

During fiscal 2019, we continued to make progress enhancing and expanding our product and services portfolio and improving product integration, partner integration, and sales delivery to help enterprise customers deploy our Integrated Cyber Defense Platform.

We also made progress driving market adoption and increasing customer retention of our Consumer Cyber Safety (previously called Consumer Digital Safety) solutions, building on our Norton LifeLock product portfolio.

In addition, we implemented operational improvements to reduce costs and complexity, building on the business transformation programs we completed in fiscal 2019, and leveraged synergies from the successful integration of our acquired businesses.

| | |

| --- | --- |

| • | Our product development teams built extensive point-to-point integrations across endpoint, network, cloud, and email security products, responding to customer demand to consolidate vendors and enhance their security posture across control points. |

| • | We further extended our Integrated Cyber Defense (ICD) Platform through application programming interfaces (APIs) and engineering-level integration with more than 120 certified technology partners that have developed or are in the process of developing over 250 integrations of complementary products and services to expand our ecosystem, helping businesses implement a coordinated and robust approach to threat protection, detection, and response that improves security outcomes and drives down cost and complexity. |

| • | We expanded the marketing of bundled offerings of cyber safety services for consumers through the integration of our Norton-branded security services with LifeLock-branded identity theft protection services, to help individuals and families combat ever-evolving cyberthreats. Bundling these solutions enables us to combine our Norton and LifeLock demand generation and customer relationship management programs to drive new customer acquisition, improve retention, and cross-sell within our large installed base. |

| • | We launched significant new products to advance our portfolio and competitive position: |

| ◦ | Symantec Advanced EDR Tools and Managed EDR: We introduced Symantec’s Advanced Endpoint Detection and Response (EDR) tools and fully managed EDR (MEDR) service, enabling security teams around the world to stay ahead of threats. EDR improves incident response, threat hunting, and forensics, fortifying teams with investigation expertise and threat intelligence from a world-class team of security operations center analysts. MEDR detects stealthy attacks and examines suspicious activity for faster incident validation and response. |

| ◦ | Cloud Security Portfolio Enhancements: We expanded our cloud security portfolio to help organizations protect cloud applications and related infrastructure. Our ICD Platform offers robust cloud protection, providing visibility and control for virtually any cloud app, and integrations with CloudSOC CASB, Cloud Workload Protection (CWP), and Data Loss Protection (DLP), while enabling customers to track more risk attributes and scan cloud applications and repositories with new API Integrations. |

| ◦ | Data Loss Prevention Enhancements for Office 365: We introduced new features to protect data, whether at rest or in transit, on-premises or in the cloud, and everywhere it flows through a single management console. |

| ◦ | Cloud-based Network Security with Web Isolation: We introduced industry-first Web Isolation technology that integrates into our Web Security Service (WSS) and enables web browsing, nearly eliminating the risk of infection by zero-day malware or advanced threats. |

| ◦ | Cloud-based Network Security with Integrated Endpoint Protection: We introduced improved network-to-endpoint protection with the integration of Symantec Endpoint Protection (SEP) and SEP Mobile into WSS, allowing web traffic re-directs to WSS for enforcement of network security policies while consequently eliminating the need for a separate agent to manage traffic flow. Our new SD-Cloud Connector enables customers to combine the performance and reliability of Software Defined WAN (SD-WAN) technology with our |

WSS to create a simple, high-performance method to connect branch office locations with our leading cloud security service.

| ◦ | Targeted Attack Analytics: We expanded our Advanced Threat Protection (ATP) offering to include our targeted attack technology. This feature enables ATP customers to leverage advanced machine learning to automate the discovery of targeted attacks, one of the most dangerous intrusions in corporate networks. |

| • | Consistent with our strategy of acquiring companies with complementary technology to enhance our products, services, and solutions and speed time to market, we completed several acquisitions during our fiscal year 2019, including the following: |

| ◦ | Appthority. With this acquisition, we are able to provide mobile application security to our Consumer Cyber Safety customers, enabling them to analyze mobile apps for both malicious capabilities and unsafe and unwanted behaviors, such as vulnerabilities, risk of sensitive data loss, and privacy-invasive actions. |

| ◦ | Javelin. This acquisition brings advanced software technology to our Enterprise Security solutions, enabling enterprises to defend against Active Directory-based (AD) attacks through detection of AD misconfigurations and backdoors to help prevent AD reconnaissance and credentials misuse by authorized devices and applications. |

| ◦ | Luminate. With this acquisition, our solutions now incorporate software defined perimeter and zero trust technology enabling us to deliver private secure application access to all users, regardless of device, location, or infrastructure, extending the power of our ICD Platform to users and significantly extending our leadership in cloud security beyond alternative approaches. |

| • | We expanded our strategic partnerships in our Enterprise Security and Consumer Cyber Safety segments, including: |

| ◦ | Fortinet. We entered into an expansive partnership agreement with Fortinet in an effort to provide customers with comprehensive and robust firewall security solutions. Under this arrangement, we intend to integrate Fortinet’s Next-Generation Firewall (NGFW) capabilities into our cloud-delivered WSS and to integrate our endpoint protection solutions into the Fortinet Security Fabric platform. This technology partnership is designed to provide essential security controls across endpoint, network, and cloud environments that are critical to enforcing the zero trust security framework, a model built on the reality that threats everywhere, both inside and outside an organization, require a multi-layered approach to prevention, detection, and response. |

| ◦ | AON. We entered into a strategic partnership with AON, as part of our longer-term strategy to drive consumer adoption through business-to-business-to-consumer relationships. AON offers solutions to help high net worth individuals defend their assets against cyber criminals. The partnership provides that we will offer to AON customers features across our Consumer Cyber Safety solutions. We believe Cyber Safety is synergistic with many brands globally, such as insurers, banks, telecom providers and other organizations. As we expand Cyber Safety internationally and to address a growing array of vertical needs, we believe partnerships such as AON will expand the value we bring customers and the revenue potential for our consumer business. |

Business Strategy

Our strategy is to combine best-of-breed technology with unmatched scale to deliver a comprehensive cyber security set of solutions for business and government customers, as well as consumers.

Our Enterprise Security strategy is to leverage our ICD Platform, partner ecosystem and global threat intelligence network to deliver Integrated Cyber Defense to business and government customers, helping them improve security while reducing cost and complexity.

Our ICD Platform enables us to acquire new customers and cross-sell our full portfolio of products and services to existing customers and to customers of partners in our expansive ecosystem, such as Amazon.com Inc.’s AWS, Box, Inc., IBM Security, Microsoft Corporation (Microsoft), Oracle Corporation, ServiceNow, Inc., Splunk Inc., and many others.

Our Consumer Cyber Safety strategy is to combine and leverage our portfolio of Norton and LifeLock offerings to deliver a set of Cyber Safety solutions that address today’s continually evolving and increasingly complex threat landscape.

This threat landscape puts consumers at increased risk of having their security, online privacy, and identities compromised.

Products and Services

Enterprise Security Portfolio: Integrated Cyber Defense

Information with respect to this Item may be found under the heading “Litigation contingencies” in Note [removed: 16] [added: 18] to the Consolidated Financial Statements in this Annual Report on Form 10-K which information is incorporated into this Item 3 by reference.

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: Form 10-K][added: Form 10-K]

[removed: (Mark One)][added: (Mark One)]

| [removed: þ] [added: ☑] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the Fiscal Year [removed: Ended March 29, 2019][added: Ended April 3, 2020]

| [removed: o] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the Transition Period [removed: from to][added: from to]

[removed: Commission] [added: Commission] File [removed: Number 000-17781][added: Number 000-17781]

[removed: (Exact] [added: *(Exact] name of registrant as specified in its [removed: charter)][added: charter)*]

| [removed: Delaware] [added: Delaware] | | [removed: 77-0181864] | [added: | | 77-0181864 |]

| [removed: (State] [added: *(State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)*] | | [removed: (I.R.S.] [added: | | | *(I.R.S.] Employer Identification [removed: No.)] [added: No.)*] |

| [removed: (Address] [added: *(Address] of principal executive [removed: offices)] [added: offices)*] | | [removed: (Zip code)] | [added: | | *(Zip code)* |]

[removed: Registrant’s] [added: Registrant’s] telephone number, including area [removed: code:][added: code:]

[removed: (650) 527-8000][added: (650) 527-8000]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| Title of each class | [added: |] Trading symbol(s) | Name of each exchange on which registered |

| [removed: Common Stock, par] [added: Common Stock, | par] value $0.01 per [removed: share] [added: share] | [removed: SYMC] [added: NLOK] | [removed: The] [added: The] Nasdaq Stock Market [removed: LLC] [added: LLC] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: None][added: None]

[removed: (Title] [added: *(Title] of [removed: class)][added: class)*]

Yes [removed: o] [added: ☐] No [removed: þ][added: ☑]

Yes [removed: þ] [added: ☐] No [removed: o][added: ☑]

| Large accelerated filer [removed: þ] | [added: ☑] | Accelerated filer [removed: o] | [added: ☐] | Non-accelerated filer [removed: o] | [added: ☐] | Smaller reporting company [removed: o] | [added: ☐ |]

| | | | | | | Emerging growth company [removed: o] | [added: ☐ |]

[removed: |] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [removed: o | | | | | | |]

Aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of [removed: Symantec] [added: NortonLifeLock] common stock on [removed: September 28, 2018] [added: October 4, 2019] as reported on the Nasdaq Global Select Market: [removed: $7,810,381,908.][added: $8,798,715,226.]

The number of shares of [removed: Symantec] [added: NortonLifeLock] common stock, $0.01 par value per share, outstanding as of May [removed: 13, 2019] [added: 12, 2020] was [removed: 618,193,875] [added: 589,028,713] shares.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant’s definitive proxy statement for the [removed: 2019] [added: 2020] annual meeting of stockholders are incorporated herein by reference into Part III of this Annual Report on Form 10-K where indicated.

Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended [removed: March 29, 2019.][added: April 3, 2020.]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | [removed: Page] [added: Page] |

| [removed: PART I] [added: PART I] | | |

| Item 1. | [removed: [Business](#sC9846E4537540E187372C03DDD91203C)] [added: [Business](#sBEE5939A66480291EFC3316089EE7E95)] | [removed: [4](#sC9846E4537540E187372C03DDD91203C)] [added: [4](#sBEE5939A66480291EFC3316089EE7E95)] |

| Item 1A. | [Risk [removed: Factors](#sD2204807D0975E4F9E19C03DEF8462C7)] [added: Factors](#sE1DA3A2F4EFF53D8598831608A10183C)] | [removed: [9](#sD2204807D0975E4F9E19C03DEF8462C7)] [added: [7](#sE1DA3A2F4EFF53D8598831608A10183C)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#sB43FAEE2DA1914D72DFCC03DEFA0CBB2)] [added: Comments](#s1262F0DEE96ABBFF7B6331608A41CD0F)] | [removed: [21](#sB43FAEE2DA1914D72DFCC03DEFA0CBB2)] [added: [19](#s1262F0DEE96ABBFF7B6331608A41CD0F)] |

| Item 2. | [removed: [Properties](#sF964911A5A70F1EF440BC03DD81E4762)] [added: [Properties](#s0487F1EF239EC22ACA9131608A62C531)] | [removed: [22](#sF964911A5A70F1EF440BC03DD81E4762)] [added: [19](#s0487F1EF239EC22ACA9131608A62C531)] |

| Item 3. | [Legal [removed: Proceedings](#s87043E404F9D7CDC31A1C03DEFEF53DD)] [added: Proceedings](#s2D92682DC6C202533C2A31608A94FBD0)] | [removed: [22](#s87043E404F9D7CDC31A1C03DEFEF53DD)] [added: [19](#s2D92682DC6C202533C2A31608A94FBD0)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s9BD07D2237D7ACE8271DC03DF02CAA24)] [added: Disclosures](#s3B30F620D910730FA9C831608AB64852)] | [removed: [22](#s9BD07D2237D7ACE8271DC03DF02CAA24)] [added: [19](#s3B30F620D910730FA9C831608AB64852)] |

or

NortonLifeLock Inc.

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| | | | | | |

| 60 E. Rio Salado Parkway, | Suite 1000, | Tempe, | Arizona | | 85281 |

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| | | | |

Yes ☑ No ☐

Yes ☑ No ☐

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| | | | | | | | |

Yes ☐ No ☑

NORTONLIFELOCK INC.

FORM 10-K

For the Fiscal Year Ended April 3, 2020

| [Signatures](#sB8B440DFA011CA85A3C8316086A4E665) | | [83](#sB8B440DFA011CA85A3C8316086A4E665) |

*Risk Factors*.

10-K 1 symc32919-10k.htm 10-K

or

Symantec Corporation

| | | |

| --- | --- | --- |

| 350 Ellis Street, Mountain View, California | | 94043 |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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| --- | --- | --- | --- | --- | --- | --- |

| [Signatures](#sD69ABD0C075600F1B3A4C03DFB00712F) | | [86](#sD69ABD0C075600F1B3A4C03DFB00712F) |

Risk Factors.

None.

There are no unresolved issues with respect to any Commission staff’s written comments that were received at least 180 days before the end of our fiscal year to which this report relates and that relate to our periodic or current reports under the Exchange Act.

[removed: PART II][added: PART II]

[removed: Stockholders] [added: Stock symbol and stockholders] of [removed: record][added: record]

Our common stock is traded on the Nasdaq Global Select Market under the symbol [removed: “SYMC.” As of March 29, 2019, there were 1,601 stockholders of record.][added: “NLOK”.]

[removed: Stock] [added: Stock] performance [removed: graph][added: graph]

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the S&P 500 Composite Index and the S&P Information Technology Index for the five fiscal years ended [removed: March 29, 2019] [added: April 3, 2020] (assuming the initial investment of $100 in our common stock and in each of the other indices on the last day of trading for fiscal [removed: 2014] [added: 2015] and the reinvestment of all dividends).

[removed: COMPARISON] [added: COMPARISON] OF FIVE-YEAR CUMULATIVE TOTAL [removed: RETURN][added: RETURN]

[removed: Among Symantec Corporation,] [added: Among NortonLifeLock Inc.,] the S&P 500 [removed: Index][added: Index]

[removed: and] [added: and] the S&P Information Technology [removed: Index][added: Index]

[removed: ][added: ]

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of [removed: Symantec] [added: NortonLifeLock] under the Securities Act or the Exchange Act.

[removed: Repurchases] [added: Repurchases] of our equity [removed: securities][added: securities]

Under [removed: these] [added: our stock repurchase] programs, shares may be repurchased on the open market and through accelerated stock repurchase transactions.

In [removed: January] [added: August] 2019, our Board of Directors increased [removed: their] [added: the share repurchase] authorization [removed: by $500] [added: to $1,600] million.

As of [removed: March 29, 2019,] [added: April 3, 2020,] we have [removed: $1,048] [added: $578] million remaining authorized to be completed in future periods with no expiration date.

Stock repurchases during the three months ended [removed: March 29, 2019,] [added: April 3, 2020,] were as follows:

| [removed: (In] [added: (In] millions, except per share [removed: data)] [added: data)] | [removed: Total] [added: Total] Number of Shares [removed: Purchased (1)] [added: Purchased (1)] | | | [removed: Average] [added: Average] Price Paid per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced [removed: Program] [added: Program] | | | [removed: Maximum] [added: Maximum] Dollar Value of Shares That May Yet Be Purchased Under the Plans or [removed: Programs] [added: Programs] | | |

| Total number of shares repurchased | [removed: 11] [added: 29] | | | | | | | [removed: 11] [added: 29] | | | | | |

As of April 3, 2020, there were 1,534 stockholders of record.

A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions

Unregistered sale of equity securities

On January 6, 2020, we issued 1 million shares of our common stock to three individuals upon the accelerated vesting of stock awards issued in connection with our acquisition of Luminate Security in February 2019.

The issuance of the above securities was deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering.

| January 4, 2020 to January 31, 2020 | 15 | | | $ | 27.10 | | | 15 | | | $ | 836 | |

| February 1, 2020 to February 28, 2020 | 1 | | | $ | 18.36 | | | 1 | | | $ | 814 | |

| February 29, 2020 to April 3, 2020 | 13 | | | $ | 17.89 | | | 13 | | | $ | 578 | |

Repurchases of 1 million shares, which were executed prior to January 4, 2020, settled during the period of January 4, 2020 to January 31, 2020.

Dividends

During fiscal 2019 and 2018, we declared and paid aggregate cash dividends and dividend equivalents of $217 million or $0.30 per common share, and $211 million or $0.30 per common share, respectively.

All future dividends are subject to the approval of our Board of Directors.

Through our stock repurchase programs we have repurchased shares of our common stock since the fourth quarter of fiscal 2004.

| December 29, 2018 to January 25, 2019 | — | | | $ | — | | | — | | | $ | 800 | |

| January 26, 2019 to February 22, 2019 | — | | | $ | — | | | — | | | $ | 1,300 | |

| February 23, 2019 to March 29, 2019 | 11 | | | $ | 22.68 | | | 11 | | | $ | 1,048 | |

As of March 29, 2019, approximately 1 million share repurchases at the average price per share of $22.95 were executed but not settled until April 2019.

[removed: Management’s] [added: *Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations.][added: Operations*.]

[removed: Five-Year Summary][added: Five-Year Summary]

| [removed: Summary] [added: Summary] of [removed: Operations:] [added: Operations:] | [removed: Year Ended (1)] [added: Year Ended (1)] | | | | | | | | | | | | | | | | | | |

| [removed: (In] [added: (In] millions, except per share [removed: data)] [added: data)] | [removed: March 29, 2019 (2)] [added: April 3, 2020 (2)] | | | | [removed: March 30, 2018 (3)] [added: March 29, 2019 (3)] | | | | [removed: March 31, 2017 (4)] [added: March 30, 2018 (4)] | | | | [removed: April 1, 2016 (5)] [added: March 31, 2017 (5)] | | | | [removed: April 3, 2015] [added: April 1, 2016 (6)] | | |

| Income from discontinued [removed: operations, net of income taxes] [added: operations] (5) | $ | [removed: 15] [added: 3,309] | | | $ | [removed: 11] [added: 141] | | | $ | [removed: 130] [added: 174] | | | $ | [removed: 3,309] [added: 32] | | | $ | [removed: 769] [added: 3,501] | |

| Net income (loss) | $ | [removed: 31] [added: 3,887] | | | $ | [removed: 1,138] [added: 31] | | | $ | [removed: (106] [added: 1,138] | [removed: )] | | $ | [removed: 2,488] [added: (106] | [added: )] | | $ | [removed: 878] [added: 2,488] | |

| Income (loss) per share - basic: [removed: (6)] [added: (7)] | | | | | | | | | | | | | | | | | | | |

| Net income (loss) per share - basic | $ | [removed: 0.05] [added: 6.32] | | | $ | [removed: 1.85] [added: 0.05] | | | $ | [removed: (0.17] [added: 1.85] | [removed: )] | | $ | [removed: 3.71] [added: (0.17] | [added: )] | | $ | [removed: 1.27] [added: 3.71] | |

| Income (loss) per share - diluted: [removed: (6)] [added: (7)] | | | | | | | | | | | | | | | | | | | |

| Net income (loss) per share - diluted | $ | [removed: 0.05] [added: 6.05] | | | $ | [removed: 1.70] [added: 0.05] | | | $ | [removed: (0.17] [added: 1.70] | [removed: )] | | $ | [removed: 3.71] [added: (0.17] | [added: )] | | $ | [removed: 1.26] [added: 3.71] | |

| Cash dividends declared per common share | $ | [removed: 0.30] [added: 12.40] | | | $ | 0.30 | | | $ | 0.30 | | | $ | [removed: 4.60] [added: 0.30] | | | $ | [removed: 0.60] [added: 4.60] | |

| [removed: Consolidated] [added: Consolidated] Balance Sheets [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| [removed: (In millions)] [added: (In millions)] | [removed: March 29, 2019] [added: April 3, 2020] | | | | [removed: March 30, 2018] [added: March 29, 2019] | | | | [removed: March 31, 2017] [added: March 30, 2018] | | | | [removed: April 1, 2016] [added: March 31, 2017] | | | | [removed: April 3, 2015] [added: April 1, 2016] | | |

| Cash, cash equivalents and short-term investments | $ | [removed: 2,043] [added: 2,263] | | | $ | [removed: 2,162] [added: 2,043] | | | $ | [removed: 4,256] [added: 2,162] | | | $ | [removed: 6,025] [added: 4,256] | | | $ | [removed: 3,860] [added: 6,025] | |

| Total assets | $ | [removed: 15,938] [added: 7,735] | | | $ | [removed: 15,759] [added: 15,938] | | | $ | [removed: 18,174] [added: 15,759] | | | $ | [removed: 11,767] [added: 18,174] | | | $ | [removed: 13,233] [added: 11,767] | |

| Long-term debt | $ | [removed: 3,961] [added: 3,465] | | | $ | [removed: 5,026] [added: 3,961] | | | $ | [removed: 6,876] [added: 5,026] | | | $ | [removed: 2,207] [added: 6,876] | | | $ | [removed: 1,746] [added: 2,207] | |

| Total stockholders’ equity | $ | [removed: 5,738] [added: 10] | | | $ | [removed: 5,023] [added: 5,738] | | | $ | [removed: 3,487] [added: 5,023] | | | $ | [removed: 3,676] [added: 3,487] | | | $ | [removed: 5,935] [added: 3,676] | |

| (1) | We have a 52/53-week fiscal year. Our fiscal [added: 2020 was a 53-week year, whereas fiscal] 2019, 2018, 2017, and 2016 each consisted of 52 [removed: weeks, whereas fiscal 2015 was a 53-week year.] [added: weeks.] |

| [removed: (2)] [added: (3)] | [removed: We] [added: In the first quarter of fiscal 2019, we] adopted the new revenue recognition accounting standard on a modified retrospective [removed: basis during the first quarter of fiscal 2019.] [added: basis.] The results for fiscal [added: 2020 and] 2019 are presented under the new revenue recognition accounting standard, while prior years are not adjusted. |

| [removed: (3)] [added: (4)] | In fiscal 2018, we sold Website Security [removed: (WSS)] and Public Key Infrastructure [removed: (PKI)] solutions and recognized a gain of $653 million before income taxes associated with the sale (see Note [removed: 4] [added: 3] to the Consolidated Financial Statements), and we recognized an income tax benefit of $659 million as a result of the enactment of the Tax Cuts and Jobs Act [removed: (H.R.1) (the 2017 Tax Act) (see Note 11 to the Consolidated Financial Statements).] [added: (H.R.1).] |

| [removed: (4)] [added: (5)] | In fiscal 2017, we acquired Blue Coat and LifeLock, and the results of operations of those entities were included from their respective dates of [removed: acquisition (see Note 4 to the Consolidated Financial Statements).] [added: acquisition.] |

| [removed: (5)] [added: (6)] | In fiscal 2016, we recorded $1.1 billion in income tax expense related to unremitted earnings of foreign subsidiaries from the proceeds of the sale of our Veritas information management business. This charge was [removed: presented in loss from] [added: recognized within] continuing [removed: operations in the Consolidated Statements of Operations.] [added: operations.] As a result of the [removed: sale,] [added: sale of Veritas,] a net gain of $3.0 billion was [removed: presented as part of income from] [added: recognized within] discontinued operations, net of income taxes. |

| [removed: (6)] [added: (7)] | Net income per share amounts may not add due to rounding. |

| Net revenues | $ | 2,490 | | | $ | 2,456 | | | $ | 2,559 | | | $ | 2,091 | | | $ | 2,080 | |

| Operating income (loss) | $ | 355 | | | $ | 158 | | | $ | (154 | ) | | $ | (152 | ) | | $ | 167 | |

| Income (loss) from continuing operations | $ | 578 | | | $ | (110 | ) | | $ | 964 | | | $ | (138 | ) | | $ | (1,013 | ) |

| Continuing operations | $ | 0.94 | | | $ | (0.17 | ) | | $ | 1.56 | | | $ | (0.22 | ) | | $ | (1.51 | ) |

| Discontinued operations | $ | 5.38 | | | $ | 0.22 | | | $ | 0.28 | | | $ | 0.05 | | | $ | 5.23 | |

| Continuing operations | $ | 0.90 | | | $ | (0.17 | ) | | $ | 1.44 | | | $ | (0.22 | ) | | $ | (1.51 | ) |

| Discontinued operations | $ | 5.15 | | | $ | 0.22 | | | $ | 0.26 | | | $ | 0.05 | | | $ | 5.23 | |

| (2) | In fiscal 2020, we completed the sale of certain assets and the assumption of certain liabilities of our Enterprise Security business to Broadcom Inc. (the Broadcom sale) and recognized a gain of $5,434 million before income taxes, which is presented within income from income from discontinued operations. In connection with the Broadcom sale, we made a distribution to our stockholders through a special dividend of $12 per share of common stock. The aggregate amount of such dividend payments was $7.2 billion. We also recognized gains of $379 million and $250 million before income taxes on our sale of equity interest in DigiCert and divestiture of ID Analytics, respectively. Both gains were recognized within continuing operations. |

| | |

| --- | --- |

| Net revenues | $ | 4,731 | | | $ | 4,834 | | | $ | 4,019 | | | $ | 3,600 | | | $ | 3,956 | |

| Operating income (loss) | $ | 380 | | | $ | 49 | | | $ | (100 | ) | | $ | 457 | | | $ | 154 | |

| Income (loss) from continuing operations (3) | $ | 16 | | | $ | 1,127 | | | $ | (236 | ) | | $ | (821 | ) | | $ | 109 | |

| Continuing operations | $ | 0.03 | | | $ | 1.83 | | | $ | (0.38 | ) | | $ | (1.23 | ) | | $ | 0.16 | |

| Discontinued operations | $ | 0.02 | | | $ | 0.02 | | | $ | 0.21 | | | $ | 4.94 | | | $ | 1.12 | |

| Continuing operations | $ | 0.02 | | | $ | 1.69 | | | $ | (0.38 | ) | | $ | (1.23 | ) | | $ | 0.16 | |

| Discontinued operations | $ | 0.02 | | | $ | 0.02 | | | $ | 0.21 | | | $ | 4.94 | | | $ | 1.10 | |

[removed: Selected] [added: Selected] Quarterly Financial Data [removed: (Unaudited)][added: (Unaudited)]

| | [removed: Fiscal 2019] [added: Fiscal 2020] | | | | | | | | | | | | | | | | [removed: Fiscal 2018] [added: Fiscal 2019] | | | | | | | | | | | | | | |

| [removed: (In] [added: (In] millions, except per share [removed: data)] [added: data)] | [removed: Fourth Quarter] [added: Fourth Quarter (1)] | | | | [removed: Third Quarter] [added: Third Quarter (2)] | | | | [removed: Second Quarter] [added: Second Quarter] | | | | [removed: First Quarter] [added: First Quarter] | | | | [removed: Fourth Quarter] [added: Fourth Quarter] | | | | [removed: Third Quarter (1)] [added: Third Quarter] | | | | [removed: Second Quarter] [added: Second Quarter] | | | | [removed: First Quarter] [added: First Quarter] | | |

| Income tax expense (benefit) | [removed: 22] [added: $] | [added: 108] | | | [removed: 38] [added: $] | [added: 57] | | | [removed: 36] [added: $] | [added: 22] | | | [removed: (4] [added: $] | [added: 54] | [removed: )] | | [removed: (7] [added: $] | [added: (17] | ) | | [removed: (606] [added: $] | [added: 10] | [removed: )] | | [removed: (53] [added: $] | [added: 34] | [removed: )] | | [removed: (24] [added: $] | [added: (24] | ) |

| Income (loss) from continuing operations | [removed: 30] [added: $] | [added: 149] | | | [removed: 59] [added: $] | [added: 353] | | | [removed: (8] [added: $] | [added: 38] | [removed: )] | | [removed: (65] [added: $] | [added: 38] | [removed: )] | | [removed: (58] [added: $] | [added: 37] | [removed: )] | | [removed: 1,311] [added: $] | [added: (19] | [added: )] | | [removed: (16] [added: $] | [added: (61] | ) | | [removed: (110] [added: $] | [added: (67] | ) |

| Income (loss) from discontinued [removed: operations, net of income taxes] [added: operations] | [removed: 4] [added: $] | [added: 82] | | | [removed: 6] [added: $] | [added: 2,492] | | | [removed: —] [added: $] | [added: 747] | | | [removed: 5] [added: $] | [added: (12] | [added: )] | | [removed: (1] [added: $] | [added: (3] | ) | | [removed: 31] [added: $] | [added: 84] | | | [removed: 4] [added: $] | [added: 53] | | | [removed: (23] [added: $] | [added: 7] | [removed: )] |

| Net income (loss) per share - basic | $ | [removed: 0.05] [added: 0.39] | | | $ | [removed: 0.10] [added: 4.58] | | | $ | [removed: (0.01] [added: 1.27] | [removed: )] | | $ | [removed: (0.10] [added: 0.04] | [removed: )] | | $ | [removed: (0.10] [added: 0.05] | [removed: )] | | $ | [removed: 2.17] [added: 0.10] | | | $ | [removed: (0.02] [added: (0.01] | ) | | $ | [removed: (0.22] [added: (0.10] | ) |

| Net income (loss) per share - diluted | $ | [removed: 0.05] [added: 0.36] | | | $ | [removed: 0.10] [added: 4.40] | | | $ | [removed: (0.01] [added: 1.22] | [removed: )] | | $ | [removed: (0.10] [added: 0.04] | [removed: )] | | $ | [removed: (0.10] [added: 0.05] | [removed: )] | | $ | [removed: 2.01] [added: 0.10] | | | $ | [removed: (0.02] [added: (0.01] | ) | | $ | [removed: (0.22] [added: (0.10] | ) |

| [removed: (2)] [added: (3)] | Net income (loss) per share amounts may not add due to rounding. |

| Net revenues | $ | 614 | | | $ | 618 | | | $ | 608 | | | $ | 650 | | | $ | 617 | | | $ | 615 | | | $ | 612 | | | $ | 612 | |

| Gross profit | $ | 517 | | | $ | 515 | | | $ | 511 | | | $ | 554 | | | $ | 493 | | | $ | 505 | | | $ | 499 | | | $ | 504 | |

| Operating income (loss) | $ | 44 | | | $ | 62 | | | $ | 109 | | | $ | 140 | | | $ | 72 | | | $ | 62 | | | $ | 48 | | | $ | (24 | ) |

| Net income (loss) | $ | 231 | | | $ | 2,845 | | | $ | 785 | | | $ | 26 | | | $ | 34 | | | $ | 65 | | | $ | (8 | ) | | $ | (60 | ) |

| Continuing operations | $ | 0.25 | | | $ | 0.57 | | | $ | 0.06 | | | $ | 0.06 | | | $ | 0.06 | | | $ | (0.03 | ) | | $ | (0.10 | ) | | $ | (0.11 | ) |

| Discontinued operations | $ | 0.14 | | | $ | 4.01 | | | $ | 1.20 | | | $ | (0.02 | ) | | $ | — | | | $ | 0.13 | | | $ | 0.08 | | | $ | 0.01 | |

| Continuing operations | $ | 0.23 | | | $ | 0.55 | | | $ | 0.06 | | | $ | 0.06 | | | $ | 0.06 | | | $ | (0.03 | ) | | $ | (0.10 | ) | | $ | (0.11 | ) |

| Discontinued operations | $ | 0.13 | | | $ | 3.85 | | | $ | 1.16 | | | $ | (0.02 | ) | | $ | — | | | $ | 0.13 | | | $ | 0.08 | | | $ | 0.01 | |

| (1) | During the fourth quarter of fiscal 2020, we recognized a pre-tax gain of $250 million on our divestiture of ID Analytics solutions, which is presented as part of income (loss) from continuing operations. |

| (2) | During the third quarter of fiscal 2020, we completed the sale of certain assets and the assumption of certain liabilities of our Enterprise Security business to Broadcom for a net gain of $2.6 billion, which is presented as part of income (loss) from discontinued operations. In addition, we recognized a pre-tax gain of $379 million on our sale of our DigiCert equity method investment, which is presented as part of income (loss) from continuing operations. |

| | |

| --- | --- |

| Net revenues | $ | 1,189 | | | $ | 1,211 | | | $ | 1,175 | | | $ | 1,156 | | | $ | 1,210 | | | $ | 1,209 | | | $ | 1,240 | | | $ | 1,175 | |

| Gross profit | 910 | | | | 945 | | | | 919 | | | | 907 | | | | 946 | | | | 960 | | | | 978 | | | | 918 | | |

| Operating income (loss) | 107 | | | | 169 | | | | 102 | | | | 2 | | | | 6 | | | | 96 | | | | (9 | | ) | | (44 | | ) |

| Net income (loss) | 34 | | | | 65 | | | | (8 | | ) | | (60 | | ) | | (59 | | ) | | 1,342 | | | | (12 | | ) | | (133 | | ) |

| Continuing operations | $ | 0.05 | | | $ | 0.09 | | | $ | (0.01 | ) | | $ | (0.10 | ) | | $ | (0.09 | ) | | $ | 2.12 | | | $ | (0.03 | ) | | $ | (0.18 | ) |

| Discontinued operations | $ | 0.01 | | | $ | 0.01 | | | $ | — | | | $ | 0.01 | | | $ | (0.00 | ) | | $ | 0.05 | | | $ | 0.01 | | | $ | (0.04 | ) |

| Continuing operations | $ | 0.05 | | | $ | 0.09 | | | $ | (0.01 | ) | | $ | (0.10 | ) | | $ | (0.09 | ) | | $ | 1.97 | | | $ | (0.03 | ) | | $ | (0.18 | ) |

| (1) | During the third quarter of fiscal 2018, we recognized a gain on divestiture of our WSS and PKI solutions of $658 million and an income tax benefit of $810 million as a result of the enactment of the 2017 Tax Act. |

[removed: a)] [added: a)] Evaluation of Disclosure Controls and [removed: Procedures][added: Procedures]

[removed: b)] [added: b)] Management’s Report on Internal Control over Financial [removed: Reporting][added: 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 [removed: Symantec.][added: NortonLifeLock.]

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 [removed: March 29, 2019,] [added: April 3, 2020,] 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 [removed: March 29, 2019,] [added: April 3, 2020,] 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 [removed: March 29, 2019] [added: April 3, 2020] 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.

[removed: c)] [added: c)] Changes in Internal Control over Financial [removed: Reporting][added: Reporting]

There were no changes in our internal control over financial reporting [removed: that occurred] during the quarter ended [removed: March 29, 2019,] [added: April 3, 2020,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: d)] [added: d)] Limitations on Effectiveness of [removed: Controls][added: Controls]

Effective March 31, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606).

Changes were made to the relevant business processes and the related control activities, including information systems, in order to monitor and maintain appropriate controls over financial reporting.

[removed: PART III][added: PART III]

The information below is reported in lieu of information that would be reported under Items 5.03 under Form 8-K.

On May 22, 2020, we executed and filed a Certificate of Elimination of Series A Junior Preferred Stock (the “Junior Preferred Stock”) with the Secretary of State of the State of Delaware, to remove the Certificate of Designations of the Junior Preferred Stock from our Amended and Restated Certificate of Incorporation.

The Certificate of Elimination became effective upon filing.

No shares of the Junior Preferred Stock were issued or outstanding upon filing of the Certificate of Elimination.

A copy of the Certificate of Elimination is attached hereto as Exhibit 3.06 and is incorporated into this Item 9B by reference.

The information below is reported in lieu of information that would be reported under Item 5.02 under Form 8-K.

On May 28, 2020, we and Samir Kapuria, our President, entered into an amendment agreement to the letter agreement between Mr. Kapuria and us dated December 5, 2019 (the Amendment).

Under the Amendment, we agreed to terminate Mr. Kapuria other than for Cause by December 31, 2020, upon which time Mr. Kapuria shall be entitled to the benefits set forth in the letter agreement and the Amendment.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ending July 3, 2020.

Our Board of Directors has scheduled our 2019 Annual Meeting of Stockholders, or the 2019 Annual Meeting, to be held on September 10, 2019.

The record date, time and location of the 2019 Annual Meeting will be as set forth in our proxy statement for the 2019 Annual Meeting.

The 2019 Annual Meeting is being held more than 30 days before the anniversary of our most recent Annual Meeting of Stockholders, which was held on December 3, 2018.

As a result, we have set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act for inclusion in our proxy materials for the 2019 Annual Meeting.

The new deadline for the submission of such stockholder proposals is the close of business on June 3, 2019.

In addition, in accordance with our Bylaws, because the scheduled date of the 2019 Annual Meeting is more than 30 calendar days before the one-year anniversary of the previous year’s Annual Meeting of Stockholders, if a stockholder desires to make a proposal from the floor during the 2019 Annual Meeting, or if an eligible stockholder or group of stockholders wants to submit nominees for inclusion in our proxy materials for the 2019 Annual Meeting pursuant to the proxy access provisions of our Bylaws, our Bylaws provide that the stockholder or group of stockholders must provide timely written notice to our Corporate Secretary no later than the close of business on June 3, 2019.

The information required by this item will be included under the caption “Directors, Executive Officers, and Corporate Governance” in our proxy statement for the [removed: 2019] [added: 2020] Annual Meeting to be filed with the SEC within 120 days of the fiscal year ended [removed: March 29, 2019] [added: April 3, 2020] (the [removed: 2019] [added: 2020] 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 2020 Proxy Statement, and such disclosure, if any, is incorporated herein by reference.

The information required by this item will be included under the caption “Executive Compensation” in our [removed: 2019] [added: 2020] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in our [removed: 2019] [added: 2020] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included under the caption “Certain Relationships and Related Transactions, and Director Independence” in our [removed: 2019] [added: 2020] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included under the caption “Principal Accountant Fees and Services” in our [removed: 2019] [added: 2020] Proxy Statement and is incorporated herein by reference.

[removed: PART IV][added: PART IV]

Financial [removed: Statements][added: Statements]

[removed: Attn:] [added: Attn:] Investor [removed: Relations][added: Relations]

[removed: (650) 527-8000][added: (650) 527-8000]

| | | [removed: Page] [added: Page] |

[removed: | | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#s92B4037952461E2FF35AC03DF4EA90ED) | [41](#s92B4037952461E2FF35AC03DF4EA90ED) |][added: Firm]

[removed: | | [Consolidated Balance Sheets](#sBC45C8F820BE951ADF22C03DC831C439) | [43](#sBC45C8F820BE951ADF22C03DC831C439) |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | | [Consolidated Statements of Operations](#s1C51499D3913C23E67BDC03DC870FE4F) | [44](#s1C51499D3913C23E67BDC03DC870FE4F) |][added: CONSOLIDATED STATEMENTS OF OPERATIONS]

[removed: | | [Consolidated Statements of Comprehensive Income (Loss)](#s00C6FA3CA06FCE22F97CC03DC8E3B4FA) | [45](#s00C6FA3CA06FCE22F97CC03DC8E3B4FA) |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

[removed: | | [Consolidated Statements of Stockholders’ Equity](#s4971242DE0EF3BCD173CC03DC90315F3) | [46](#s4971242DE0EF3BCD173CC03DC90315F3) |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY]

[removed: | | [Consolidated Statements of Cash Flows](#s4DE7418B522A718B188FC03DC970F9D9) | [47](#s4DE7418B522A718B188FC03DC970F9D9) |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | | [Notes] [added: Notes] to the Consolidated Financial [removed: Statements](#s12CDD64A627B55DDD323C03DF6A7F995) | [48](#s12CDD64A627B55DDD323C03DF6A7F995) |][added: Statements]

| | [Note 1. Description of Business and Significant Accounting [removed: Policies](#sA36DF0ED262976AB5F5FC03DC9CEA0AF)] [added: Policies](#sA19FD5EC73A4E75232B131607179A942)] | [removed: [48](#sA36DF0ED262976AB5F5FC03DC9CEA0AF)] [added: [45](#sA19FD5EC73A4E75232B131607179A942)] |

| | [Note 2. Recent Accounting [removed: Standards](#s461C77A72764FDDEA07AC03DCA1C23B3)] [added: Standards](#s4E80F2FEE4F97FD0E4D6316071BE63A9)] | [removed: [52](#s461C77A72764FDDEA07AC03DCA1C23B3)] [added: [50](#s4E80F2FEE4F97FD0E4D6316071BE63A9)] |

[removed: | | [Note 4. Acquisitions and Divestiture](#s87343659525553666BC7C03DCA1C4D5E) | [57](#s87343659525553666BC7C03DCA1C4D5E) |][added: Note 4. Acquisitions]

| | [Note [removed: 5.] [added: 6.] Goodwill and Intangible [removed: Assets](#sF86D71F1C2CB1866F63CC03DCB0BB771)] [added: Assets](#s3018D2759842C125D082316073235E42)] | [removed: [59](#sF86D71F1C2CB1866F63CC03DCB0BB771)] [added: [53](#s3018D2759842C125D082316073235E42)] |

| | [Note [removed: 6.] [added: 7.] Supplementary [removed: Information](#sD0DAE860655C7F91CC16C03DCB69271A)] [added: Information](#s9087EDE49958689052A131607387DC33)] | [removed: [60](#sD0DAE860655C7F91CC16C03DCB69271A)] [added: [54](#s9087EDE49958689052A131607387DC33)] |

| | [Note [removed: 7.] [added: 8.] Financial Instruments and Fair Value [removed: Measurements](#sDCD39A15495A59684CC5C03DCBC7ECFB)] [added: Measurements](#s6AAAC2AF2DE0E2F81CEC316073F04216)] | [removed: [62](#sDCD39A15495A59684CC5C03DCBC7ECFB)] [added: [57](#s6AAAC2AF2DE0E2F81CEC316073F04216)] |

| | [Note [removed: 8. Debt](#s08D3C74EDDC9FC35CFDBC03DCC48F016)] [added: 10. Debt](#s48AAAACE4B57FEB19C03316074614D9D)] | [removed: [64](#s08D3C74EDDC9FC35CFDBC03DCC48F016)] [added: [59](#s48AAAACE4B57FEB19C03316074614D9D)] |

| | [Note [removed: 9. Derivatives](#s43AE74B11489879434FDC03DCDA0D639)] [added: 11. Derivatives](#s2440141A79F4EB64D7DA3160750D57E2)] | [removed: [66](#s43AE74B11489879434FDC03DCDA0D639)] [added: [62](#s2440141A79F4EB64D7DA3160750D57E2)] |

[removed: | | [Note 10.] Restructuring, Transition and Other [removed: Costs](#sCB28272A14D4CFCA39A4C03DCDB02724) | [66](#sCB28272A14D4CFCA39A4C03DCDB02724) |][added: Costs]

| | [Note [removed: 11.] [added: 13.] Income [removed: Taxes](#s26BF29D89B9F6F2675D8C03DCDFE56A1)] [added: Taxes](#sCE0CF0C2C4F3400DF2B23160753EE0C8)] | [removed: [67](#s26BF29D89B9F6F2675D8C03DCDFE56A1)] [added: [64](#sCE0CF0C2C4F3400DF2B23160753EE0C8)] |

| | [Note [removed: 12.] [added: 14.] Stockholders’ [removed: Equity](#sA5F70ED85DC1A72E2B25C03DCEE0D8F8)] [added: Equity](#s45D81E5AA2AE84111A84316075DEB0BD)] | [removed: [70](#sA5F70ED85DC1A72E2B25C03DCEE0D8F8)] [added: [67](#s45D81E5AA2AE84111A84316075DEB0BD)] |

[removed: | | [Note 13.] Stock-Based Compensation and Other Benefit [removed: Plans](#s145EB5068654AB6DE2B2C03DCF2EA70E) | [70](#s145EB5068654AB6DE2B2C03DCF2EA70E) |][added: Plans]

[removed: | | [Note 14.] Net Income Per [removed: Share](#s97EFDB4DFFF94E897312C03DD021BD23) | [73](#s97EFDB4DFFF94E897312C03DD021BD23) |][added: Share]

[removed: | | [Note 15.] Segment and Geographic [removed: Information](#sFD9F9477AFE1B8DA2811C03DD05FA1B9) | [74](#sFD9F9477AFE1B8DA2811C03DD05FA1B9) |][added: Information]

| [removed: | [Note 16.] Commitments and [removed: Contingencies](#s6FF4B9AA3E087A1D9B89C03DD0DC70EE)] [added: contingencies (Note 18)] | [removed: [76](#s6FF4B9AA3E087A1D9B89C03DD0DC70EE)] | [added: | | | | | |]

| 2. | [Exhibits: The information required by this Item is set forth in the Exhibit Index that precedes the signature page of this Annual [removed: Report.](#s45910B6F5746CCB1E218C03DFABABF69)] [added: Report.](#s75DA64DE6BAD48ADE19D316094269A6E)] | [removed: [79](#s45910B6F5746CCB1E218C03DFABABF69)] [added: [76](#s75DA64DE6BAD48ADE19D316094269A6E)] |

[removed: Report] [added: | | [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#s06713992DF45EBB973F931608ED0EA4D) | [38](#s06713992DF45EBB973F931608ED0EA4D) |]

[removed: The] [added: To the Stockholders and] Board of Directors [removed: and Stockholders]

[removed: Opinions] [added: *Opinions] on [removed: the] [added: the*] Consolidated [removed: Financial] [added: *Financial] Statements and Internal Control Over Financial [removed: Reporting][added: Reporting*]

We have audited the accompanying consolidated balance sheets of [removed: Symantec Corporation] [added: NortonLifeLock Inc.] and subsidiaries (the Company) as of [removed: March 29, 2019] [added: April 3, 2020] and March [removed: 30, 2018,] [added: 29, 2019,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended [removed: March 29, 2019] [added: April 3, 2020,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of [removed: March 29, 2019,] [added: April 3, 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework (2013)] [added: 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 [added: April 3, 2020 and] March 29, 2019 and [removed: March 30, 2018, and] the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the years in the three-year period ended [removed: March 29, 2019,] [added: April 3, 2020,] in conformity with U.S. generally accepted accounting principles.

[removed: Also,] [added: Also] in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: March 29, 2019,] [added: April 3, 2020] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: Change] [added: *Change] in Accounting [removed: Principle][added: Principle*]

As discussed in Note [removed: 2] [added: 1] to the consolidated financial statements, the Company has changed its method of accounting for revenue from contracts with customers [removed: in fiscal year 2019] [added: as of March 31, 2018,] due to the adoption of [removed: Accounting Standards Update 2014-09 “Revenue] [added: ASC Topic 606, *Revenue] from Contracts with [removed: Customers (Topic 606)”.][added: Customers*.]

[removed: Basis] [added: *Basis] for [removed: Opinions][added: Opinions*]

[removed: Definition] [added: *Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting*]

[removed: /s/] [added: */s/*] KPMG LLP

[removed: CONSOLIDATED BALANCE SHEETS][added: | | [Consolidated Balance Sheets](#sE074D8875D20C41CF84231606F8C2F9A) | [40](#sE074D8875D20C41CF84231606F8C2F9A) |]

(a)

(1).

NortonLifeLock Inc.

60 E.

Rio Salado, Suite 1000

Tempe, Arizona 85281

| | [Note 3. Divestitures and Discontinued Operations](#s1001dd17473a4069b7cb9c1226d883a9) | [51](#s1001dd17473a4069b7cb9c1226d883a9) |

| | [Note 4. Acquisitions](#s4FE2F8BA5F15E51CC336316072BD48BC) | [53](#s4FE2F8BA5F15E51CC336316072BD48BC) |

| | [Note 5. Revenues](#sAE708505D38AECB2B4B3316072393970) | [53](#sAE708505D38AECB2B4B3316072393970) |

| | [Note 9. Leases](#s5459666550ec442db29565ff1be50f4c) | [58](#s5459666550ec442db29565ff1be50f4c) |

| | [Note 12. Restructuring, Transition and Other Costs](#s099E52558C48EAA7630731607527DD32) | [62](#s099E52558C48EAA7630731607527DD32) |

| | [Note 19. Subsequent Events](#s57acb4d2e7c24179a860232bf661c40c) | [76](#s57acb4d2e7c24179a860232bf661c40c) |

NortonLifeLock Inc.:

As discussed in Note 2 and 9 to the consolidated financial statements, the Company has changed its method of accounting for leases as of March 30, 2019, due to the adoption of Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 842, *Leases*.

*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.

*Assessment of uncertain tax positions*

As discussed in notes 1 and 13 to the consolidated financial statements, as of April 3, 2020 the Company recognized uncertain tax positions.

The Company recognizes tax benefits from uncertain tax positions when there is more than a 50% likelihood that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position.

As of April 3, 2020, the Company has recorded a liability for gross unrecognized tax benefits of $724 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 interpretation and application of tax law globally across its multiple subsidiaries.

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

We tested certain internal controls over the Company’s uncertain tax positions process, including controls related to the interpretation of tax law, its application in the liability estimation process, and determination of the final uncertain tax position.

We involved tax professionals with specialized skills and knowledge, who assisted in:

| • | Obtaining an understanding of the Company’s overall tax structure across multiple subsidiaries and assessing the Company’s compliance with tax laws globally, |

| • | Evaluating 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 and having more than a 50% likelihood to be sustained upon examination, and |

| • | Performing an assessment of the Company’s tax positions and comparing the results to the Company’s assessment. |

In addition, we evaluated the Company’s ability to accurately estimate its gross unrecognized tax benefits by comparing historical gross unrecognized tax benefits to actual outcome upon conclusion of tax examinations.

*Evaluation of the exchange of the 2.0% and 2.5% Convertible Notes*

As discussed in Note 10 to the consolidated financial statements, in February 2020, the Company exchanged $250 million of its 2.5% Convertible Notes and $625 million of its 2.0% Convertible Notes for new convertible notes of the same principal amounts and paid the holders of the new convertible notes total cash consideration of $546 million in lieu of conversion price adjustments related to a $12 per share cash payment to the exchanged note holders.

As a result, the Company recorded $865 million as the liability component, recorded a reduction of additional paid-in capital of $546 million and a $2 million gain on extinguishment.

We identified the evaluation of the exchange of debt for the 2.0% and 2.5% Convertible Notes as a critical audit matter.

Complex auditor judgment, was required to evaluate the Company’s accounting treatment and appropriate accounting guidance in relation to the debt extinguishment and the cash payments in connection with the amended Convertible Senior Notes.

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

We tested certain internal controls over the Company’s debt process, including controls over the Company’s evaluation of the accounting guidance, including treatment and assessment of the extinguishment of debt and the cash payments.

We read the Company’s amended debt agreements and features included within the agreements and evaluated the accounting guidance.

We evaluated management’s accounting treatment and analysis of the debt extinguishment, cash payments, and classification within the consolidated financial statements.

(a)

1.

Symantec Corporation

350 Ellis Street

Mountain View, California 94043

| | [Note 3. Revenue](#s8c77c266ec264400b93b1b8eb03868e4) | [55](#s8c77c266ec264400b93b1b8eb03868e4) |

Symantec Corporation:

May 24, 2019

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Goodwill | 8,450 | | | | 8,319 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net revenues | $ | 4,731 | | | $ | 4,834 | | | $ | 4,019 | |

| Gross profit | 3,681 | | | | 3,802 | | | | 3,166 | | |

| Total operating expenses | 3,301 | | | | 3,753 | | | | 3,266 | | |

| Operating income (loss) | 380 | | | | 49 | | | | (100 | | ) |

| Continuing operations | $ | 0.03 | | | $ | 1.83 | | | $ | (0.38 | ) |

| Continuing operations | $ | 0.02 | | | $ | 1.69 | | | $ | (0.38 | ) |

| Diluted | 661 | | | | 668 | | | | 618 | | |

| Balance as of April 1, 2016 | 612 | | | $ | 4,309 | | | $ | 22 | | | $ | (655 | ) | | $ | 3,676 | |

| Common stock issued in connection with acquisitions | 3 | | | 38 | | | | — | | | | — | | | | 38 | | |

| Equity awards assumed in acquisitions | — | | | 112 | | | | — | | | | — | | | | 112 | | |

| Equity component of convertible notes issued | — | | | 12 | | | | — | | | | — | | | | 12 | | |

| Income tax benefit from employee stock incentive plans | — | | | 11 | | | | — | | | | — | | | | 11 | | |

| Net cash used in investing activities | (241 | | ) | | (21 | | ) | | (6,766 | | ) |

| Repurchases of common stock | (234 | | ) | | — | | | | (500 | | ) |

| Payment for dissenting LifeLock shareholder settlement | — | | | | (68 | | ) | | — | | |

Symantec Corporation is a global leader in cyber security.

We provide cyber security products, services, and solutions.

Actual results could differ from those estimates.

With the exception of those discussed in Note 2, there have been no recent changes in accounting pronouncements issued by the Financial Accounting Standards Board (FASB) or adopted by us during the fiscal 2019 that are applicable to us.

See Notes 2 and 3 for further discussion on our revenue recognition policies and the impacts of the new guidance.

Cash equivalents.

Derivatives.

Contract acquisition costs

Sales commissions that are incremental to obtaining a customer contract for which revenue is deferred are accrued and capitalized and subsequently amortized to sales and marketing expense on a straight-line basis over three years, the expected period of benefit.

In arriving at the average period of benefit, we evaluate both qualitative and quantitative factors which include historical customer renewal rates, anticipated renewal periods, and the estimated useful life of the underlying product sold as part of the transaction.

Commissions paid on renewals of support and maintenance are not commensurate with the initial commissions paid, and therefore the amortization period of commissions for initial contracts considers the estimated term of specific anticipated renewal contracts over the life of the customer.

For purpose of testing goodwill for impairment, we established reporting units based on our current reporting structure, and our goodwill was allocated to the Enterprise Security and Consumer Cyber Safety (Previously Consumer Digital Safety) reporting units.

[removed: SIGNATURES][added: 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 [removed: 24th] [added: 28th] day of May [removed: 2019.][added: 2020.]

| | | [removed: Richard S. Hill Interim President and Chief] [added: Vincent Pilette *Chief] Executive Officer and [removed: Director] [added: Director*] |

[removed: Hill,] [added: | | By: | /s/] Vincent [removed: Pilette, Nicholas R.][added: Pilette |]