Gen Digital (GEN) 10-K risk factor changes: FY2021 vs FY2020

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

[removed: Beginning in March 2020, the] [added: The] U.S. and global economies have [removed: reacted negatively in response to worldwide concerns] [added: experienced a recession] due to the economic impacts of the COVID-19 pandemic.

Although we [removed: have] [added: did] not [removed: yet experienced] [added: experience] a material increase in [removed: customers] cancellations [added: by customers] or a material reduction in our retention rate in [removed: 2020,] [added: 2021,] we may experience such an increase or reduction in the future, especially in the event of a prolonged [removed: economic down turn] [added: recession] as a result of the COVID-19 pandemic.

A prolonged [removed: economic downturn] [added: recession] could [removed: 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 [added: new variants of] the disease, the [removed: extent and] [added: extent,] effectiveness [added: and acceptance] of containment [removed: actions] [added: actions, such as vaccination programs,] and the impact of these and other factors on our employees, customers, partners and third-party service providers.

If we are unable to develop new and enhanced solutions, or if we are unable to continually improve the performance, features, and reliability of our existing solutions, our [removed: competitive position may weaken, and our] business and operating results could be adversely affected.

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

[removed: Nevertheless, we] [added: We] believe that we [added: also] must continue to dedicate a significant amount of resources to our research and development efforts to [removed: maintain our competitive position, which include, for example, decreasing] [added: decrease] our reliance on third [removed: parties for our Engine-Related Services.][added: parties.]

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

[removed: | • |] [added: -] Lengthy development cycles; [removed: |]

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

[removed: | • |] [added: -] Rapidly changing customer preferences; [removed: |]

[removed: | • |] [added: -] Evolving platforms, operating systems, and hardware products, such as mobile [removed: devices, and related product and service interoperability challenges; |][added: devices;]

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

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

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

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

To compete successfully, we must maintain an innovative research and development effort to develop new solutions and enhance our existing solutions, effectively adapt to changes in the technology or product rights held by our [removed: competitors, appropriately respond to competitive strategies, and effectively adapt to technological changes and changes in] [added: competitors as well as] the ways [removed: that] our information is accessed, [removed: used,] [added: used] and stored by our [removed: customers.][added: customers, and appropriately respond to competitive strategies.]

Our competitors include software vendors [added: and operating system providers] that offer solutions that directly compete with our offerings.

In the future, further product development by these vendors could cause our solutions to become redundant, which could significantly impact our sales and [removed: financial] [added: operating] results.

Many of [removed: these] [added: our] competitors are increasingly developing and incorporating into their products data protection software [added: and other competing products, often free of charge,] that [removed: competes] [added: compete] at some [removed: levels] [added: level] with our offerings.

[removed: Many] [added: Some] of our competitors have greater financial, technical, marketing, or other resources than we do and consequently, may have the ability to influence customers to purchase their products instead of [removed: ours.][added: ours, including through investing more in internal innovation than we can.]

Further consolidation within our industry or other changes in the competitive [removed: environment] [added: environment, such as greater vertical integration from key computing and operating system suppliers] could result in larger competitors that compete [added: more directly] with us.

[removed: 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 [removed: there is pressure by competitors] [added: external factors require us] to raise [added: our] prices, our ability to acquire new customers and retain existing customers may be diminished.

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

Although we [removed: have] [added: did] not [removed: yet experienced] [added: experience] a material increase in [removed: customers] cancellations [added: by customers] or a material reduction in our retention rate in [removed: 2020,] [added: fiscal 2021,] we may experience such an increase or reduction in the future, especially in the event of a prolonged [removed: economic down turn] [added: recession] or a worsening of current conditions as a result of the COVID-19 pandemic.

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

[removed: | • |] [added: -] Our resellers, distributors and OEMs are generally not subject to minimum sales requirements or any obligation to market our solutions to their customers; [removed: |]

[removed: | • |] [added: -] Our reseller and distributor agreements are generally nonexclusive and may be terminated at any time without cause and our OEM partners may terminate or renegotiate their arrangements with us and new terms may be less favorable due to competitive conditions in our markets and other factors; [removed: |]

[removed: | • |] [added: -] Our resellers, distributors and OEMs may encounter issues or have violations of applicable law or regulatory requirements or otherwise cause damage to our reputation through their actions; [removed: |]

[removed: | • |] [added: -] Our resellers and distributors frequently market and distribute competing solutions and may, from time to time, place greater emphasis on the sale of these [added: competing] solutions due to pricing, promotions, and other terms offered by our competitors; [removed: |]

[removed: | • |] [added: -] Any consolidation of electronics retailers can increase their negotiating power with respect to software providers such as us and any decline in the number of physical retailers could decrease the channels of distribution for us; [removed: |]

[removed: | • |] [added: -] 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 [removed: |]

[removed: | • |] [added: -] Sales through our partners are subject to changes in general economic conditions, strategic direction, competitive risks, and other issues that could result in a reduction of [removed: sales. |][added: sales, or cause our partners to suffer financial difficulty which could delay payments to us, affecting our operating results.]

Our revenue and operating results depend significantly on our ability to retain our existing customers, [removed: and add new] [added: convert existing non-paying customers to paying] customers, and [removed: any decline in our retention rates or failure to] add new [removed: customers will harm our future revenue and operating results.][added: customers.]

We [added: generally] sell our solutions to our customers on a monthly or annual subscription basis.

Customers may [removed: cancel] [added: choose not to renew] their membership with us at any [removed: time without penalty.][added: time.]

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

[removed: | • | our] [added: - Our] customers’ levels of satisfaction or dissatisfaction with our [added: solutions and the value they place on our] solutions; [removed: |]

[removed: | • | the] [added: - The] quality, breadth, and prices of our solutions; [removed: |]

COVID-19 RISKS

We continue to monitor the situation and will adjust our current policies as recommendations and public health guidance changes.

To date, we have not seen any meaningful negative impact on our customer success efforts, sales and marketing efforts, or employee productivity.

Our failure to develop

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A loss of customers would adversely impact our business and operating results.

- Product and service interoperability challenges with customer’s technology and third-party vendors;

In addition, third parties, including operating systems and internet browser companies, may take steps to limit the interoperability of our solutions with their own products and services, in some cases to promote their own offerings.

This could delay the development of our solutions or our solutions may be unable to operate effectively.

This could also result in decreased demand for our solutions, decreased revenue, and harm to our reputation, and adversely affect our business, financial condition, results of operations, and cash flows.

If we are unable to anticipate or react to these continually evolving conditions, we could lose market share and experience a decline in our revenues.

We face additional risks that these products could limit the operability of our solutions for our customers.

If our competitors offer deep discounts on certain solutions or provide offerings, or offer free introductory products (freemium products) that compete with ours, we may need to lower prices or offer similar freemium products in order to compete successfully.

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macroeconomic environment.

In addition, in January 2021, we acquired Germany-based Avira.

Many of Avira’s users are freemium subscribers, meaning they do not pay for its basic services.

Much of our anticipated growth in connection with the Avira acquisition is attributable to converting Avira’s freemium users to a paid subscription option.

Numerous factors, however, may impede our ability to retain and convert these users into paying customers.

Renewing customers may require additional incentives to renew, may not renew for the same contract period, or may change their subscriptions.

- Changes in autorenewal regulations;

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- Challenges in retaining customers of acquired businesses, or providing the same level of service to existing customers with reduced resources;

- Difficulty in entering into or expanding in new markets or geographies;

- Difficulty in realizing potential benefits, including cost savings and operational efficiencies, synergies and growth prospects from integrating acquired businesses.

Our future success depends on our ability to attract and retain personnel in a competitive marketplace.

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Competition for people with the specific skills that we require is significant.

While we continue to monitor the competitive environment, it is possible that the COVID-19 pandemic may affect the productivity of our employees and our ability to attract and retain key talent.

As a result of the pandemic, in March 2020, we transitioned to a remote working environment for the substantial majority of our employees.

While our employees have transitioned effectively to working from home, over time such remote operations may decrease the cohesiveness of our employees and our ability to maintain our culture, both of which are integral to our success.

Additionally, a remote working environment may impede our ability to undertake new business projects, to foster a creative environment, to hire new employees and to retain existing employees.

In addition, we may not have an adequate number of shares reserved under our equity compensation plans, forcing us to reduce awards of equity-based compensation, which could impair our efforts to attract, retain and motivate necessary personnel.

If we fail to offer high-quality customer support, our customer satisfaction may suffer and have a negative impact our business and reputation.

Many of our customers rely on our customer support services to resolve issues, including technical support, billing and subscription issues, that may arise.

If demand increases, or our resources decrease, we may be unable to offer the level of support our customers expect.

Any failure by us to maintain the expected level of support could reduce customer satisfaction and negatively impact our customer retention and our business.

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Negative publicity regarding our brand, solutions and business could harm our competitive position.

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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.

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.

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

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 revenues that could adversely affect our business and operating results.

| | |

| --- | --- |

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 revenues that could adversely affect our business and operating results.

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.

Security protection is also offered by some of our competitors at prices lower than our prices or in some 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 full featured solutions like ours.

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

If our partners suffer financial difficulties in the future because of general economic conditions or for other reasons, these partners may delay paying their obligations to us, and we may have reduced revenues or collections that could adversely affect our operating results.

In addition, reliance on multiple channels subjects us to events that could cause unpredictability in demand, which could increase the risk that we may be unable to plan effectively for the future and adversely affect our operating results.

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

| • | 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; |

| • | our guarantee may not meet our customers’ expectations; and |

In addition, our business and operating results may be harmed if we are unable to increase our retention rates.

We also must continually add new customers both to replace customers who cancel or elect not to renew their agreements with us and to grow our business beyond our current customer base.

If we are unable to attract new customers in numbers greater than the percentage of customers who cancel or elect not to renew their agreements with us, our customer base will decrease, and our business, operating results, and financial condition could be adversely affected.

We have invested and continue to invest and devote significant resources in the integration of businesses we acquire.

The success of each acquisition depends in part on our ability to realize the anticipated business opportunities, including certain cost savings and operational efficiencies, or synergies and growth prospects from integrating these businesses in an efficient and

effective manner.

If integration of our acquired businesses is not successful, we may not realize the potential benefits of an acquisition or suffer other adverse effects.

To integrate acquired businesses, we must integrate and manage the personnel and business systems of the acquired operations.

Further, we may need to enter new markets in which we have no or limited experience and where competitors in such markets have stronger market positions.

In addition, we have, and may in the future, divest businesses, product lines, or assets, with the Broadcom sale being a recent example.

Such initiatives may require significant separation activities that could result in the diversion of management’s time and attention, loss of employees, substantial separation costs, and accounting charges for asset impairments.

Please see “Risks Related to the Broadcom sale,” below, for additional information regarding our divestiture risks.

RISKS RELATED TO THE BROADCOM SALE

We may not achieve the intended benefits of the Broadcom sale.

We may not realize some or all of the anticipated benefits from the Broadcom sale.

The resource constraints that resulted from the completion of the transaction, included the loss of employees, and could have a continuing impact on the execution of our business strategy and our overall operating results.

Further, our remaining employees may become concerned about the future of our remaining operations and lose focus or seek other employment.

Any cost reduction initiatives that we undertake may not deliver the results we expect, and these actions may adversely affect our business.

In November 2019, our Board of Directors approved a restructuring plan (the November 2019 Plan) in connection with the strategic decision to divest our Enterprise Security business.

Actions under this plan include the reduction of our workforce by approximately 3,100 employees, as well as asset write-offs, contract terminations, facilities closures, and the sale of underutilized facilities.

[removed: | • | 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 [added: total] costs of [removed: $423] [added: $509] million [removed: under this plan in fiscal 2020,] [added: since the inception of the November 2019 Plan, excluding stock-compensation expense,] primarily related to workforce reduction, contract termination, and asset write-offs and impairment charges. [removed: |]

[added: -] In May 2020, we settled the [added: $625 million] principal and conversion rights of [removed: $625 million of] our 2.0% Convertible Notes for [removed: $1.18 billion] [added: $1,176 million] in cash.

Fiscal [added: 2021,] 2020, [removed: 2019] and [removed: 2018] [added: 2019] in this report refers to fiscal year ended April [added: 2, 2021, April] 3, 2020, [added: and] March 29, 2019, [removed: and March 30, 2018,] respectively.

Fiscal 2020 was a 53-week [removed: year] [added: year,] whereas fiscal [removed: 2019] [added: 2021] and [removed: 2018] [added: 2019] each consisted of 52 weeks.

The following table provides our key financial metrics for fiscal [removed: 2020] [added: 2021] compared with fiscal [removed: 2019:][added: 2020:]

| (In millions, except for per share amounts) | [removed: Fiscal 2020] | | [added: 2021] | | [removed: Fiscal 2019] | | | [added: | 2020 | | |]

| Net revenues | [added: | |] $ | [added: 2,551 | | | | | $ |] 2,490 | | | [added: | |] $ | 2,456 | | [added: | | | 2 | | % | | | | 1 | | % |]

| Operating income | [added: | |] $ | [removed: 355] [added: 896] | | | [added: | |] $ | [removed: 158] [added: 355] | |

| Income (loss) from continuing operations | [removed: $] | [removed: 578] | [added: 27] | | [removed: $] | [removed: (110] | [removed: )] | [added: | 23 | | | | | | (4) | | |]

| Income [added: (loss)] from discontinued operations | [added: | |] $ | [removed: 3,309] [added: (142)] | | | [added: | |] $ | [removed: 141] [added: 3,309] | |

| Net income | [added: | |] $ | [removed: 3,887] [added: 554] | | | [added: | |] $ | [removed: 31] [added: 3,887] | |

| Net income per share from continuing operations - diluted | [added: | |] $ | [removed: 0.90] [added: 1.16] | | | [added: | |] $ | [removed: (0.17] [added: 0.90] | [removed: )] |

| Net income per share from discontinued operations - diluted | [added: | |] $ | [removed: 5.15] [added: (0.24)] | | | [added: | |] $ | [removed: 0.22] [added: 5.15] | |

| Net income per share - diluted | [added: | |] $ | [removed: 6.05] [added: 0.92] | | | [added: | |] $ | [removed: 0.05] [added: 6.05] | |

| Net cash provided by (used in) operating activities | [added: | |] $ | [removed: (861] [added: 706] | [removed: )] | | [added: | |] $ | [removed: 1,495] [added: (861)] | |

| (in millions) | [added: | |] April [removed: 3, 2020] [added: 2, 2021] | | | | [removed: March 29, 2019] | | [added: April 3, 2020] | [added: | |]

| Cash, cash equivalents and short-term investments | [added: | |] $ | [removed: 2,263] [added: 951] | | | [added: | |] $ | [removed: 2,043] [added: 2,263] | |

| Contract liabilities | [added: | |] $ | [removed: 1,076] [added: 1,265] | | | [added: | |] $ | [removed: 1,059] [added: 1,076] | |

[removed: | • |] [added: -] Income [removed: (loss)] from continuing operations increased [removed: $688 million] [added: $118 million,] primarily due to higher operating [removed: income] [added: income, gain on sale of our Culver City] and [removed: the gains] [added: certain Mountain View properties, gain] on [added: extinguishment of debt, and lower income tax expense, partially offset by] the [removed: sale] [added: absence] of the [removed: DigiCert] [added: $379 million gain on sale of our] equity method investment [added: in DigiCert] and [added: the $250 million gain on the sale of] our ID Analytics solutions, [removed: partially offset by higher income tax expense. |][added: which were divested in fiscal 2020.]

[removed: | • |] [added: -] Net income and net income per share [removed: increased] [added: decreased,] primarily due to [removed: higher income] [added: the loss] from [removed: both continuing operations and] discontinued operations for the reasons discussed [removed: above. |][added: above, partially offset by higher income from continuing operations.]

[removed: | • | Contract liabilities] [added: *Contract liabilities*] increased [removed: $17 million compared] [added: $118 million, primarily due] to [removed: March 29, 2019, reflecting] higher billings than recognized [removed: net revenues. |][added: revenue.]

[removed: Further, beginning in March 2020, the] [added: The] U.S. and global economies have [removed: reacted negatively in response to worldwide concerns] [added: experienced a recession] 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 [removed: have] implemented a near company-wide work-from-home requirement for most [removed: employees until further notice,] [added: employees,] made substantial modifications to employee travel policies, and cancelled or shifted our conferences and other marketing events to [removed: virtual-only for the foreseeable future.][added: virtual-only.]

[added: A prolonged recession could 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, [removed: 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 [added: new variants of] the disease, the [removed: extent and] [added: extent,] effectiveness [added: and acceptance] of containment [removed: actions] [added: actions, such as vaccination programs,] and the impact of these and other factors on our employees, customers, partners and third-party service providers.

Critical estimates in valuing intangible assets include, but are not limited to, future expected cash flows from customer relationships, developed technology, trade names, and acquired [removed: patents;] [added: patents,] and discount rates.

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

| | [added: | | 2021 | | | | | |] 2020 | | | [removed: 2019] | | | [removed: 2018] [added: 2019] | | [added: |]

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

| Cost of revenues | [added: | | 14 | | | | | |] 16 | | | [removed: 19] | | | [removed: 18] [added: 19] | | [added: |]

| Gross profit | [added: | | 86 | | | | | |] 84 | | | [removed: 81] | | | [removed: 82] [added: 81] | | [added: |]

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

| Sales and marketing | [added: | | 23 | | | | | |] 28 | | | [removed: 29] | | | [removed: 33] [added: 29] | | [added: |]

| Research and development | [added: | | 10 | | | | | |] 13 | | | [removed: 17] | | | [removed: 18] [added: 17] | | [added: |]

| General and administrative | [added: | | 8 | | | | | |] 15 | | | [removed: 17] | | | [removed: 19] [added: 17] | | [added: |]

| Amortization of intangible assets | [added: | |] 3 | | | [added: | | |] 3 | | | [added: | | |] 3 | | [added: |]

| Restructuring, transition and other costs | [added: | | 6 | | | | | |] 11 | | | [removed: 9] | | | [removed: 15] [added: 9] | | [added: |]

| Total operating expenses | [added: | | 51 | | | | | |] 70 | | | [removed: 75] | | | [removed: 88] [added: 75] | | [added: |]

| Operating income [removed: (loss)] | [added: | | 35 | | | | | |] 14 | | | [removed: 6] | | | [removed: (6] [added: 6] | [removed: )] | [added: |]

| Interest expense | [removed: (8] | [removed: )] | [added: (6)] | [removed: (8] | [removed: )] | | [removed: (10] | [removed: )] | [added: (8) | | | | | | (8) | | |]

NortonLifeLock Inc. has the largest Consumer Cyber Safety platform in the world, empowering nearly 80 million users in more than 150 countries.

We are the trusted and number one top of mind brand in consumer Cyber Safety, according to the 2020 NortonLifelock brand tracking study.

We help prevent, detect, and restore potential damages caused by many cyber criminals.

We have utilized and expect to continue to utilize acquisitions to contribute to our long-term growth objectives.

During fiscal year 2021, we completed the acquisition of Avira, which provides a consumer-focused portfolio of cybersecurity and privacy solutions primarily in Europe and key emerging markets.

We believe this acquisition will help accelerate our international growth.

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

- In July 2020, we completed the sale of our Culver City property for cash consideration of $118 million, net of selling costs, and recognized a gain on sale of $35 million.

- In September 2020, we borrowed $750 million under the Delayed Draw Term Loan, maturing in 2024, and used the entire amount of the proceeds to repay in full the principal and accrued interest under our 4.2% Senior Notes due September 2020.

The first amendment to our credit agreement, executed in May 2021, extends the maturity date from November 2024 to May 2026 for this tranche.

See Note 10 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

- In October 2020, we entered into multiple agreements with Broadcom for an aggregate amount of $200 million to license Broadcom’s enterprise software and security engines and to resolve all outstanding payments and claims related to the asset purchase and transition services agreement.

- In December 2020, we substantially completed our restructuring plan (the November 2019 Plan) in connection with the strategic decision to divest our Enterprise Security business.

- In January 2021, we completed the acquisition of Avira for total aggregate consideration of $344 million, net of $32 million cash acquired.

- On April 1, 2021, we completed the sale of certain land and buildings in Mountain View for cash consideration of $100 million, net of selling costs, and recognized a gain on sale of $63 million.

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| | | | As of | | | | | | | | |

- Net revenues increased $61 million, primarily due to increased sales of our consumer security products and our identity and protection products, partially offset by the divestiture of our ID Analytics solutions and the additional week of revenue recognized during fiscal 2020.

- Operating income increased $541 million, primarily due to lower compensation expense, outside services expense, and facility and IT costs that were driven by our cost reduction programs, partially offset by a legal accrual relating to an ongoing civil lawsuit involving a government contract with the U.S. General Services Administration (GSA).

- We incurred a loss from discontinued operations, net of tax, compared to a gain during the corresponding period in fiscal 2020, primarily due to the absence of gain on the sale of certain of our Enterprise Security assets and certain liabilities to Broadcom Inc. (the “Broadcom sale”), the absence of operating income as a result of the Broadcom sale, and a settlement with Broadcom in the second quarter of fiscal 2021 of all outstanding payments and certain claims related to the Broadcom sale.

- Cash, cash equivalents and short-term investments decreased by $1,312 million compared to April 3, 2020, primarily due to repayment of debt, net of borrowings, and to a lesser extent, payments for dividends and dividend equivalents, and payment for acquisitions.

The payments were partially offset by net cash provided by operating activities and proceeds from the sale of our Culver City and certain Mountain View properties.

- Contract liabilities increased $189 million compared to April 3, 2020, primarily due to higher billings than recognized revenue and the acquisition of Avira.

We continue to monitor the situation and plan to adjust our current policies as recommendations and public health guidance is changing.

To date, we have not seen any meaningful negative impact on our customer success efforts, sales and marketing efforts, or employee productivity.

Nevertheless, as 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 did not experience a material increase in cancellations by customers or a material reduction in our retention rate in

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2021, we may experience such an increase or reduction in the future, especially in the event of a prolonged recession as a result of the COVID-19 pandemic.

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

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Fiscal 2021 compared to fiscal 2020

Net revenues increased $61 million primarily due to a $91 million increase in sales of our consumer security products and a $60 million increase in sales of our identity and protection products.

This was driven by the increase in our direct customer count year-over-year, and stable annual retention rate and average revenue per user (ARPU) in fiscal 2021.

The increase was partially offset by a $46 million decrease as a result of the divestiture of our ID Analytics solutions in January 2020 and $44 million of revenue recognized during an additional week in fiscal 2020.

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| Direct customer count (at quarter-end) | | | 23.0 | | | | | | 20.2 | | | | | | 20.3 | | |

(1) Direct customer revenues in fiscal 2021 excludes a $5 million reduction of revenue from a contract liability purchase accounting adjustment recognized during the last quarter due to the acquisition of Avira.

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.

| | |

| --- | --- |

| • | 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 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

| | | | | | | | |

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| | As of | | | | | | |

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

| • | 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. |

| • | Cash, cash equivalents and short-term investments increased $220 million compared to March 29, 2019, primarily due to cash proceeds from the divestitures described above, largely offset by payments of quarterly and special dividends, stock repurchases, and net cash used in operating activities. |

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.

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

Discontinued Operations

We review the presentation of planned business dispositions in the Consolidated Financial Statements based on the available information and events that have occurred.

The review consists of evaluating whether the business meets the definition of a

component for which the operations and cash flows are clearly distinguishable from the other components of the business, and if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing operations and whether the disposition represents a strategic shift that has a major effect on operations and financial results.

In addition, we evaluate whether the business has met the criteria as a business held for sale.

In order for a planned disposition to be classified as a business held for sale, the established criteria must be met as of the reporting date, including an active program to market the business and the expected disposition of the business within one year.

Planned business dispositions are presented as discontinued operations when all the criteria described above are met.

For those divestitures that qualify as discontinued operations, all comparative periods presented are reclassified in the Consolidated Balance Sheets.

Additionally, the results of operations of a discontinued operation are reclassified to income from discontinued operations, net of tax, for all periods presented.

Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations.

See Note 3 - Divestiture and Discontinued Operations in our Notes to Consolidated Financial statements for additional information.

As of April [removed: 3, 2020,] [added: 2, 2021,] the carrying value and fair value of our short-term investments and cash equivalents was [removed: $434] [added: $18] million.

As of April [removed: 3, 2020,] [added: 2, 2021,] we had [removed: $3.8] [added: $2.4] billion in aggregate principal amount of fixed-rate Senior Notes and convertible debt outstanding, with a carrying amount and a fair value of [removed: $3.6] [added: $2.4] billion, based on Level 2 inputs.

[removed: Since these notes bear interest at] fixed rates, they do not result in any financial statement risk associated with changes in interest rates.

As of April [removed: 3, 2020,] [added: 2, 2021,] we also had [removed: $500 million] [added: $1.2 billion] outstanding debt with variable interest rates based on the London InterBank Offered Rate (LIBOR).

In addition, we have a [removed: $1.0] [added: $1] billion revolving credit facility that if drawn bears interest at a variable rate based on LIBOR and would be subject to the same risks associated with adverse changes in LIBOR.

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 currency, primarily in Euro, Japanese Yen, British Pound, [added: Israeli New Shekel, Swiss Franc, Singapore Dollar] and Indian Rupee.

The gains and losses on these foreign exchange contracts are recorded in [removed: interest and other,] [added: Other income (expense),] net in [removed: our statement] [added: the Consolidated Statements] of [removed: operations.][added: Operations.]

As of April [removed: 3, 2020] [added: 2, 2021] and [removed: March 29, 2019,] [added: April 3, 2020,] we had open foreign currency forward contracts with notional amounts of [removed: $419] [added: $338] million and [removed: $1.1 billion,] [added: $419 million,] 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 [removed: $30] [added: $20] million and [removed: $84] [added: $30] million for fiscal [removed: 2020] [added: 2021] and fiscal [removed: 2019,] [added: 2020,] respectively.

Additional information with respect to our derivative instruments is included in Note [removed: 9] [added: 11 of the Notes] to the Consolidated Financial Statements in this Annual Report on Form 10-K.

Since these notes bear interest at

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[removed: Overview][added: Company Overview]

With each new digital interaction comes increased risk for [removed: consumers] [added: consumers,] as cyber criminals look to take advantage of this accelerating trend.

[removed: We are] [added: This is why we view ourselves as] 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.

[removed: We] [added: To this end, we] sell [removed: our products] [added: subscription-based Cyber Safety solutions] primarily direct-to-consumer through our [removed: in-house e-commerce platform,] [added: Norton] and [added: Avira websites, and] indirectly through partner relationships with retailers, telecom service providers, hardware original equipment manufacturers (OEMs), and employee benefit providers.

Industry [removed: Overview][added: Overview & Market Opportunity]

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 [removed: (including] [added: (such as] email, social media, online banking, online retail, [removed: etc.);] [added: gaming, online entertainment, etc.), and unauthorized access or connection to cloud service accounts;] (ii) an individual is digitally victimized through a data breach, cyber theft, cyber extortion, or fraud (stolen personally identifiable information, identity [removed: theft); or] [added: theft, etc.);] (iii) online stalking, bullying, or harassment is [removed: inflicted.][added: inflicted; or (iv) attacks related to privacy or disinformation (such as online tracking protection, identity impersonation, disinformation on social media, DeepFakes, non-trustworthy WiFis, EvilTwin attacks, etc.).]

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

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

[removed: Cyber] [added: Our Cyber] Safety Solutions and Services

[removed: Our] [added: Plans are offered through] Norton 360 [removed: subscriptions] [added: subscriptions, which] include multiple levels of membership tiers that incorporate solutions from each of our [added: key] Cyber Safety categories: [removed: Device] Security, Identity Protection, [removed: Online Privacy,] and [removed: Home and Family Safety.][added: Online Privacy.]

[removed: | • | Identity] [added: - 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. [removed: 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 |]

[added: 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.

The [added: cyber] threat landscape is [removed: larger, more complicated] [added: larger] and more [removed: connected] [added: complicated] than ever before, exposing consumers to an increased risk to their [removed: security, online privacy, home networks and identities.][added: digital lives.]

By combining and leveraging our [added: entire] portfolio of [removed: Norton] [added: Norton, LifeLock,] and [removed: LifeLock] [added: Avira] offerings, we are able to deliver an industry-leading set of Cyber Safety solutions.

The key elements of our strategy [removed: to achieve this goal] include the following:

[removed: Extend] [added: - Extend] our leadership position through continued enhancement of our solutions and [removed: services.] [added: services:] The Cyber Safety industry is large and expanding, which [added: we believe] provides a significant growth opportunity.

[removed: We intend] [added: Our strategy is] to grow our business by investing in research and development and [removed: making acquisitions] [added: pursuing acquisitions, where appropriate,] to expand the solutions and services we offer into new cohorts, territories and sectors.

We believe there are many additional areas where we can both offer new solutions, as well as use our core capabilities [removed: to deliver offerings] [added: and our integrated platform] to [added: reach] new customers and [removed: markets.][added: markets globally.]

[removed: Grow our customer base.] We intend to leverage our expertise in digital marketing, as well as existing and new strategic partnerships, to grow our customer base.

We believe that continued investments in these areas, as well as our product offerings and infrastructure, will allow us to further enhance our leading [removed: brand] [added: brands] and superior products, increase awareness of our consumer services and enhance our ability to efficiently acquire new customers.

[removed: Continue] [added: - Continue] our focus on customer [removed: retention.] [added: retention:] We plan to invest in increasing customer retention by optimizing and expanding the value we provide [removed: through actionable alerts, education on timely topics, and new capabilities.][added: to customers.]

We [removed: have a global customer services organization, and we] leverage frequent communication and feedback from our customers to continually improve our solutions and services.

[removed: Increase] [added: - Increase] sales to existing [removed: customers.] [added: customers:] We believe [removed: the] strong customer satisfaction [removed: we maintain with our customers provides] [added: will provide] us with the opportunity to engage [removed: them] [added: customers] in new services offerings.

We [removed: introduced] [added: maintain the] Norton 360 [removed: in April 2019,] [added: platform,] with [removed: various] [added: multiple] tiers of membership, and we are actively engaging with customers of standalone products to move them into a Norton 360 membership.

Over time, we plan to [added: drive further growth as we] add additional offerings and services for our [removed: customers to drive further growth.][added: customers.]

We [removed: execute] [added: maintain] a global, multi-channel direct acquisition and brand marketing program.

This program is designed to grow our customer base by increasing brand awareness and understanding of our [removed: superior products, as well as] [added: products and services, and] maximizing our [added: global] reach to prospective customers.

[removed: *Direct-to-consumer.*] [added: - Direct-to-consumer channel:] We use advertising and direct response marketing to elevate our brand, attract new customers, and generate significant demand for our services.

[added: - Indirect partner distribution channels:] We use strategic and affiliate partner distribution channels to refer prospective customers to us and expand our reach to our partners’ and affiliates’ customer bases.

We [removed: have] developed and implemented a global partner sales organization that targets new, as well as existing, partners to enhance our partner distribution channels.

These channels [removed: include:] [added: include] retailers, telecom service providers, hardware OEMs, and employee benefit providers.

[removed: | • | *Device Security.*] [added: - Security:] Our principal competitors in this market are Avast, Kaspersky, McAfee, Microsoft, [removed: Sophos,] [added: Bitdefender,] and Trend Micro. [removed: |]

[removed: | • | *Identity Protection.*] [added: - Identity Protection:] Our principal competitors in this market are credit bureaus Equifax, Experian, and TransUnion, as well as certain credit monitoring and identity theft protection solutions from others such as Allstate, [removed: Credit Karma,] and [removed: McAfee. |][added: Credit Karma.]

[removed: | • | *Online Privacy.*] [added: - Online Privacy:] Our principal competitors in this market are Avast, Kape, ExpressVPN, [removed: McAfee,] NordVPN, and Pango. [removed: |]

[removed: | • | *Other Competitors.*] [added: - Other Competitors:] In addition to competition from large consumer security companies such as Avast and McAfee, we also face competition from smaller companies that may develop competing [removed: products. |][added: products, emerging competition from ISPs, operating systems, insurance companies, and financial service organization.]

We believe we compete favorably with our competitors on the strength of our technology, people, product [removed: offerings] [added: offerings,] and integration across all [added: of] the [added: key] Cyber Safety [removed: pillars.][added: categories.]

For more information on the risks associated with our competitors, please see “Risk Factors” in Item [removed: 1A.][added: 1A included in this Annual Report on Form 10-K.]

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

To do this, we [added: engage and listen to our customers, and we] embrace innovation [removed: and have developed] [added: by deploying] a global research and development strategy across our Cyber Safety platform.

[removed: We have a] [added: Within Norton Labs, our global] technology research organization [added: is] focused on applied research projects, with the goal of rapidly creating new products to address consumer trends and grow the business, including defending consumer digital [removed: privacy.][added: privacy and identity.]

Vision & Mission

Our vision is to protect and empower people to live their digital lives safely.

Our mission is to build a comprehensive and easy-to-use integrated portfolio that prevents, detects, and responds to cyber threats and cyber crimes in today’s digital world.

Our Values

Protecting people is what inspires us, and our people are at the core of what we do.

We seek to attract talent that embraces the following values:

- Advocate: think consumer first – ensure the customer’s voice is heard and consider how our actions benefit our customers’ digital lives.

- Be Empowered: own it – take initiative to lead and speak up when we see an opportunity to delight our customers or improve the business, regardless of job title.

- Communicate: be open and authentic – being true to ourselves and our mission; we build cross-functional and inclusive connections to stay aligned and move faster, and we operate with integrity.

- Execute - smart and scrappy: be a leader, quick to adapt, willing to take risks and put yourself out there; be agile in adapting to meet new challenges and continue a constant learning journey.

- Win Together: innovate and grow – welcome diverse perspectives and seek and act on feedback; champion the unique value of every individual; diversity fuels innovation.

NortonLifeLock has the largest Consumer Cyber Safety platform in the world, empowering nearly 80 million users in more than 150 countries.

Our business is built around consumers, we are the trusted and number one top of mind brand in consumer Cyber Safety, according to the 2020 NortonLifeLock brand tracking study.

Today’s world is increasingly digital, and this digital world has changed the way we live our lives every day.

Between the massive shift to working and learning from home, and the ever-growing utility and opportunities to play and transact online, people’s digital lives have become the norm.

We help prevent, detect and restore potential damages caused by many cyber criminals.

We also make it easy for consumers to find, buy and use our products and services.

As of April 2, 2021, we have nearly 80 million total users, which come from direct, indirect, and freemium channels.

Of the total users, we have 23 million direct customers with whom we have a direct billing relationship, and we have 30 million free users.

We have a direct billing relationship with these customers.

- Freemium channel: With the acquisition of Avira, we have expanded our go-to-market with a freemium channel.

We use free versions of our products to reach the broadest set of customers globally and bring Cyber Safety to a larger audience, especially in international markets.

The free solution offers a baseline of protection and presents premium functionalities based on the risk profile and device-type of the user.

The user can choose to add specific premium features or upgrade to our Norton 360 integrated platform, at which point, becoming a member of our paid customer base.

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However, we believe the net impact to our business is limited.

Revenue generally reflects similar seasonal patterns but to a lesser extent than orders because of our subscription business model and because a large portion of our in-period revenues are recognized ratably from our deferred revenue balance.

Our strategy is focused on profitable growth, allowing consumers to experience Cyber Safety.

To fuel our growth, our consumer-centric strategy is to provide a comprehensive and easy-to-use integrated platform, which we have built in-house.

- Grow our customer base through multiple channels: We have multiple go-to-market channels to reach new customers globally, including direct-to-customer, indirect partnerships, and freemium.

We aim to continue to increase customer engagements through actionable alerts, education on timely topics, and introducing new product capabilities.

We plan to also continue investing in enhancing both desktop and mobile customer experiences throughout a customer’s journey with NortonLifeLock, from purchase, to onboarding and beyond.

We aim to build long-term relationships with our customers, and to provide our customers with the peace of mind and confidence they need to protect their digital lives.

- Draw strength from our world-class customer service support: We have the largest consumer Cyber Safety customer support organization in the world.

Our global support team seeks to ensure the voice of the consumer is heard, and that we put our customers first.

- Leverage our global brands to drive growth: We will work to keep building our trusted brands in markets globally as we strive to bring protection and empowerment to all consumers when it comes to their digital lives.

According to our most recent research, Norton has 89% global brand awareness.

We are also the best positioned brand in device security and #1 top of mind brand in consumer Cyber Safety, according to the 2020 NortonLifeLock Brand Impact study.

Our vast portfolio of products and services are developed from consumer insights to help us bring to market real solutions to real problems, and to raise the overall awareness of consumer Cyber Safety across all audiences.

We continuously target to release new products and features at an accelerated pace, and find synergies to integrate current and future technology acquisitions.

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.

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 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.

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.

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).

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

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. |

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

As the risks to consumers continue to expand from device-based attacks to more sophisticated threats such as fraud, ransomware, identity theft and privacy risks, our solutions have evolved to provide a multi-layered approach in protecting against threats, detecting attacks and helping customers manage across their digital footprint, including their technology, applications, 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.

We aim to provide our customers with peace of mind and convenience, demonstrating the value of our solutions.

We plan to offer an integrated mobile application experience to improve customer experience from purchase, through onboarding and use.

Sales and Marketing

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 OEMs, and employee benefit providers.

This program drives most bookings.

We use a variety of marketing programs to target customers, including digital marketing and online display advertising; paid search and search-engine optimization; radio, television, and print advertisements; direct mail campaigns; press coverage for our company and our services; third-party endorsements; and education programs.

*Indirect partner distribution channels*.

Competition

| • | *Home and Family.* Our principal competitors in this market are Avast, Life360, and McAfee. |

intellectual property rights.

From time to time, we face, and we expect to face in the future, allegations that we have infringed the trademarks, copyrights, patents, and other intellectual property rights of third parties, including our competitors.

As we face increasing competition and as our business grows, we may face more claims of infringement.

Third-Party Service Providers

We are heavily reliant on our technology and infrastructure to provide our products and services to our customers.

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

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

For the Fiscal Year Ended April [removed: 3, 2020][added: 2, 2021]

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

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

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

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

| 60 E. Rio Salado Parkway, | [added: | |] Suite 1000, | [added: | |] Tempe, | [added: | |] Arizona | | [added: | | | |] 85281 | [added: | |]

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

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

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

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

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

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

Aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of NortonLifeLock common stock on October [removed: 4, 2019] [added: 2, 2020] as reported on the Nasdaq Global Select Market: [removed: $8,798,715,226.][added: $6,903,176,338.]

The number of shares of NortonLifeLock common stock, $0.01 par value per share, outstanding as of May [removed: 12, 2020] [added: 11, 2021] was [removed: 589,028,713] [added: 579,944,942] shares.

Portions of the registrant’s definitive proxy statement for the [removed: 2020] [added: 2021] 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 April [removed: 3, 2020.][added: 2, 2021.]

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

| [removed: PART I] [added: [PART I](#ie8ec64cd93544c988a1393b8bf35b84e_13)] | | | [added: | | | | | |]

| [removed: Item 1.] [added: [Item 1.](#ie8ec64cd93544c988a1393b8bf35b84e_16)] | [removed: [Business](#sBEE5939A66480291EFC3316089EE7E95)] | [removed: [4](#sBEE5939A66480291EFC3316089EE7E95)] | [added: [Business](#ie8ec64cd93544c988a1393b8bf35b84e_16) | | | [4](#ie8ec64cd93544c988a1393b8bf35b84e_16) | | |]

| [removed: Item 1A.] [added: [Item 1A.](#ie8ec64cd93544c988a1393b8bf35b84e_19)] | [added: | |] [Risk [removed: Factors](#sE1DA3A2F4EFF53D8598831608A10183C)] [added: Factors](#ie8ec64cd93544c988a1393b8bf35b84e_19)] | [removed: [7](#sE1DA3A2F4EFF53D8598831608A10183C)] | [added: | [10](#ie8ec64cd93544c988a1393b8bf35b84e_19) | | |]

| [removed: Item 1B.] [added: [Item 1B.](#ie8ec64cd93544c988a1393b8bf35b84e_22)] | [added: | |] [Unresolved Staff [removed: Comments](#s1262F0DEE96ABBFF7B6331608A41CD0F)] [added: Comments](#ie8ec64cd93544c988a1393b8bf35b84e_22)] | [removed: [19](#s1262F0DEE96ABBFF7B6331608A41CD0F)] | [added: | [20](#ie8ec64cd93544c988a1393b8bf35b84e_22) | | |]

| [removed: Item 2.] [added: [Item 2.](#ie8ec64cd93544c988a1393b8bf35b84e_25)] | [removed: [Properties](#s0487F1EF239EC22ACA9131608A62C531)] | [removed: [19](#s0487F1EF239EC22ACA9131608A62C531)] | [added: [Properties](#ie8ec64cd93544c988a1393b8bf35b84e_25) | | | [20](#ie8ec64cd93544c988a1393b8bf35b84e_25) | | |]

| [removed: Item 3.] [added: [Item 3.](#ie8ec64cd93544c988a1393b8bf35b84e_28)] | [added: | |] [Legal [removed: Proceedings](#s2D92682DC6C202533C2A31608A94FBD0)] [added: Proceedings](#ie8ec64cd93544c988a1393b8bf35b84e_28)] | [removed: [19](#s2D92682DC6C202533C2A31608A94FBD0)] | [added: | [20](#ie8ec64cd93544c988a1393b8bf35b84e_28) | | |]

| [removed: Item 4.] [added: [Item 4.](#ie8ec64cd93544c988a1393b8bf35b84e_31)] | [added: | |] [Mine Safety [removed: Disclosures](#s3B30F620D910730FA9C831608AB64852)] [added: Disclosures](#ie8ec64cd93544c988a1393b8bf35b84e_31)] | [removed: [19](#s3B30F620D910730FA9C831608AB64852)] | [added: | [20](#ie8ec64cd93544c988a1393b8bf35b84e_31) | | |]

| [removed: PART II] [added: [PART II](#ie8ec64cd93544c988a1393b8bf35b84e_34)] | | | [added: | | | | | |]

| [removed: Item 5.] [added: [Item 5.](#ie8ec64cd93544c988a1393b8bf35b84e_37)] | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sE656BD98C4F46A9B5E083160854CD694)] [added: Securities](#ie8ec64cd93544c988a1393b8bf35b84e_37)] | [removed: [20](#sE656BD98C4F46A9B5E083160854CD694)] | [added: | [21](#ie8ec64cd93544c988a1393b8bf35b84e_37) | | |]

| [removed: Item 6.] [added: [Item 6.](#ie8ec64cd93544c988a1393b8bf35b84e_40)] | [added: | |] [Selected Financial [removed: Data](#s413F8AC18EEE6D5B643D31608283F336)] [added: Data](#ie8ec64cd93544c988a1393b8bf35b84e_40)] | [removed: [21](#s413F8AC18EEE6D5B643D31608283F336)] | [added: | [22](#ie8ec64cd93544c988a1393b8bf35b84e_40) | | |]

| [removed: Item 7.] [added: [Item 7.](#ie8ec64cd93544c988a1393b8bf35b84e_43)] | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s8C186F76193FA1AA79D831608B657297)] [added: Operations](#ie8ec64cd93544c988a1393b8bf35b84e_43)] | [removed: [22](#s8C186F76193FA1AA79D831608B657297)] | [added: | [23](#ie8ec64cd93544c988a1393b8bf35b84e_43) | | |]

| [removed: Item 7A.] [added: [Item 7A.](#ie8ec64cd93544c988a1393b8bf35b84e_64)] | [added: | |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sB3621569B347D18D4D7B31608C9F5B34)] [added: Risk](#ie8ec64cd93544c988a1393b8bf35b84e_64)] | [removed: [32](#sB3621569B347D18D4D7B31608C9F5B34)] | [added: | [33](#ie8ec64cd93544c988a1393b8bf35b84e_64) | | |]

| [removed: Item 8.] [added: [Item 8.](#ie8ec64cd93544c988a1393b8bf35b84e_67)] | [added: | |] [Financial Statements and Supplementary [removed: Data](#sDB3064053373A9DFCDEA31608CAF99C6)] [added: Data](#ie8ec64cd93544c988a1393b8bf35b84e_67)] | [removed: [34](#sDB3064053373A9DFCDEA31608CAF99C6)] | [added: | [35](#ie8ec64cd93544c988a1393b8bf35b84e_67) | | |]

| [removed: Item 9.] [added: [Item 9.](#ie8ec64cd93544c988a1393b8bf35b84e_73)] | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s3075BBAA9EF684703AD331608CFDE5F6)] [added: Disclosure](#ie8ec64cd93544c988a1393b8bf35b84e_73)] | [removed: [34](#s3075BBAA9EF684703AD331608CFDE5F6)] | [added: | [35](#ie8ec64cd93544c988a1393b8bf35b84e_73) | | |]

| [removed: Item 9A.] [added: [Item 9A.](#ie8ec64cd93544c988a1393b8bf35b84e_76)] | [added: | |] [Controls and [removed: Procedures](#s70364EFEAC67A04432C331608D2F17F4)] [added: Procedures](#ie8ec64cd93544c988a1393b8bf35b84e_76)] | [removed: [34](#s70364EFEAC67A04432C331608D2F17F4)] | [added: | [35](#ie8ec64cd93544c988a1393b8bf35b84e_76) | | |]

| [removed: Item 9B.] [added: [Item 9B.](#ie8ec64cd93544c988a1393b8bf35b84e_79)] | [added: | |] [Other [removed: Information](#sA17C9C3B460606FCE2CF31608D50E9F5)] [added: Information](#ie8ec64cd93544c988a1393b8bf35b84e_79)] | [removed: [35](#sA17C9C3B460606FCE2CF31608D50E9F5)] | [added: | [35](#ie8ec64cd93544c988a1393b8bf35b84e_79) | | |]

| [removed: PART III] [added: [PART III](#ie8ec64cd93544c988a1393b8bf35b84e_82)] | | | [added: | | | | | |]

| [removed: Item 10.] [added: [Item 10.](#ie8ec64cd93544c988a1393b8bf35b84e_85)] | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s94C1FBA6127DA6C2920731608DA3608C)] [added: Governance](#ie8ec64cd93544c988a1393b8bf35b84e_85)] | [removed: [36](#s94C1FBA6127DA6C2920731608DA3608C)] | [added: | [36](#ie8ec64cd93544c988a1393b8bf35b84e_85) | | |]

| [removed: Item 11.] [added: [Item 11.](#ie8ec64cd93544c988a1393b8bf35b84e_88)] | [added: | |] [Executive [removed: Compensation](#s9DC48226677DD964D71C31608DD6B3AE)] [added: Compensation](#ie8ec64cd93544c988a1393b8bf35b84e_88)] | [removed: [36](#s9DC48226677DD964D71C31608DD6B3AE)] | [added: | [36](#ie8ec64cd93544c988a1393b8bf35b84e_88) | | |]

| [removed: Item 12.] [added: [Item 12.](#ie8ec64cd93544c988a1393b8bf35b84e_91)] | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sEA3910E54F02D695139231608DF78C53)] [added: Matters](#ie8ec64cd93544c988a1393b8bf35b84e_91)] | [removed: [36](#sEA3910E54F02D695139231608DF78C53)] | [added: | [36](#ie8ec64cd93544c988a1393b8bf35b84e_91) | | |]

| [removed: Item 13.] [added: [Item 13.](#ie8ec64cd93544c988a1393b8bf35b84e_94)] | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#sB94F4036FF941043377B31608E291F4A)] [added: Independence](#ie8ec64cd93544c988a1393b8bf35b84e_94)] | [removed: [36](#sB94F4036FF941043377B31608E291F4A)] | [added: | [36](#ie8ec64cd93544c988a1393b8bf35b84e_94) | | |]

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☑

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

For the Fiscal Year Ended April 2, 2021

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| [PART IV](#ie8ec64cd93544c988a1393b8bf35b84e_100) | | | | | | | | |

| [Signatures](#ie8ec64cd93544c988a1393b8bf35b84e_211) | | | | | | [79](#ie8ec64cd93544c988a1393b8bf35b84e_211) | | |

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

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| PART IV | | |

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

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.

None.

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

As of April [removed: 3, 2020,] [added: 2, 2021,] there were [removed: 1,534] [added: 1,538] 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 [removed: institutions][added: institutions.]

[removed: Stock] [added: Stock] performance 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 April [removed: 3, 2020] [added: 2, 2021] (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: 2015] [added: 2016] and the reinvestment of all dividends).

[removed: ][added: ]

Stock repurchases during the three months ended April [removed: 3, 2020,] [added: 2, 2021,] were as follows:

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

| Total number of shares repurchased | [removed: 29] | | [added: 7] | | | | | [removed: 29] | | | | | | [added: | 7 | | | | | | | | |]

Repurchases of 1 million shares, which were executed prior to January [removed: 4, 2020,] [added: 2, 2021,] settled during the period of January [removed: 4, 2020] [added: 2, 2021] to January [removed: 31, 2020.][added: 29, 2021.]

As of April 2, 2021, we had $274 million remaining authorized to be completed in future periods.

On May 4, 2021, our Board of Directors approved an incremental share repurchase authorization of $1,500 million bringing the total authorized under the stock repurchase program to $1,774 million.

The authorization does not have an expiration date.

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| January 2, 2021 to January 29, 2021 | | | 5 | | | | | | $ | 20.80 | | | | | 5 | | | | | | $ | 323 | |

| January 30, 2021 to February 26, 2021 | | | 2 | | | | | | $ | 20.28 | | | | | 2 | | | | | | $ | 284 | |

| February 27, 2021 to April 2, 2021 (2) | | | — | | | | | | $ | 20.01 | | | | | — | | | | | | $ | 274 | |

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

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

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.

In August 2019, our Board of Directors increased the share repurchase authorization to $1,600 million.

As of April 3, 2020, we have $578 million remaining authorized to be completed in future periods with no expiration date.

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| 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 | |

This item is no longer required, as we have elected to early adopt the amendment to Item 301 of Regulation S-K contained in SEC Release No. 33-10890, which became effective on February 10, 2021.

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

The following selected consolidated financial data is derived from our Consolidated Financial Statements.

This data should be read in conjunction with our Consolidated Financial Statements and related notes included in this annual report and with Item 7.

*Management’s Discussion and Analysis of Financial Condition and Results of Operations*.

Historical results may not be indicative of future results.

Five-Year Summary

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| Summary of Operations: | Year Ended (1) | | | | | | | | | | | | | | | | | | |

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

| 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 | ) |

| Income from discontinued operations (5) | $ | 3,309 | | | $ | 141 | | | $ | 174 | | | $ | 32 | | | $ | 3,501 | |

| Net income (loss) | $ | 3,887 | | | $ | 31 | | | $ | 1,138 | | | $ | (106 | ) | | $ | 2,488 | |

| Income (loss) per share - basic: (7) | | | | | | | | | | | | | | | | | | | |

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

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

| Net income (loss) per share - basic | $ | 6.32 | | | $ | 0.05 | | | $ | 1.85 | | | $ | (0.17 | ) | | $ | 3.71 | |

| Income (loss) per share - diluted: (7) | | | | | | | | | | | | | | | | | | | |

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

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

| Net income (loss) per share - diluted | $ | 6.05 | | | $ | 0.05 | | | $ | 1.70 | | | $ | (0.17 | ) | | $ | 3.71 | |

| Cash dividends declared per common share | $ | 12.40 | | | $ | 0.30 | | | $ | 0.30 | | | $ | 0.30 | | | $ | 4.60 | |

| Consolidated Balance Sheets Data: | | | | | | | | | | | | | | | | | | | |

| (In millions) | April 3, 2020 | | | | March 29, 2019 | | | | March 30, 2018 | | | | March 31, 2017 | | | | April 1, 2016 | | |

| Cash, cash equivalents and short-term investments | $ | 2,263 | | | $ | 2,043 | | | $ | 2,162 | | | $ | 4,256 | | | $ | 6,025 | |

| Total assets | $ | 7,735 | | | $ | 15,938 | | | $ | 15,759 | | | $ | 18,174 | | | $ | 11,767 | |

| Long-term debt | $ | 3,465 | | | $ | 3,961 | | | $ | 5,026 | | | $ | 6,876 | | | $ | 2,207 | |

| Total stockholders’ equity | $ | 10 | | | $ | 5,738 | | | $ | 5,023 | | | $ | 3,487 | | | $ | 3,676 | |

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

| (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. |

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

| (4) | In fiscal 2018, we sold Website Security and Public Key Infrastructure solutions and recognized a gain of $653 million before income taxes associated with the sale (see Note 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 (H.R.1). |

| (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 acquisition. |

| (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 recognized within continuing operations. As a result of the sale of Veritas, a net gain of $3.0 billion was recognized within discontinued operations, net of income taxes. |

| (7) | Net income per share amounts may not add due to rounding. |

The selected quarterly financial data is no longer required, as we have elected to early adopt the amendment to Item 302 of Regulation S-K contained in SEC Release No. 33-10890, which became effective on February 10, 2021.

There were no material retrospective changes to any quarters in the two most recent fiscal years that would require this disclosure.

Selected Quarterly Financial Data (Unaudited)

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| | Fiscal 2020 | | | | | | | | | | | | | | | | Fiscal 2019 | | | | | | | | | | | | | | |

| (In millions, except per share data) | Fourth Quarter (1) | | | | Third Quarter (2) | | | | Second Quarter | | | | First Quarter | | | | Fourth Quarter | | | | Third Quarter | | | | Second Quarter | | | | First Quarter | | |

| 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 | ) |

| Income tax expense (benefit) | $ | 108 | | | $ | 57 | | | $ | 22 | | | $ | 54 | | | $ | (17 | ) | | $ | 10 | | | $ | 34 | | | $ | (24 | ) |

| Income (loss) from continuing operations | $ | 149 | | | $ | 353 | | | $ | 38 | | | $ | 38 | | | $ | 37 | | | $ | (19 | ) | | $ | (61 | ) | | $ | (67 | ) |

| Income (loss) from discontinued operations | $ | 82 | | | $ | 2,492 | | | $ | 747 | | | $ | (12 | ) | | $ | (3 | ) | | $ | 84 | | | $ | 53 | | | $ | 7 | |

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

| Income (loss) per share - basic: (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | |

| Net income (loss) per share - basic | $ | 0.39 | | | $ | 4.58 | | | $ | 1.27 | | | $ | 0.04 | | | $ | 0.05 | | | $ | 0.10 | | | $ | (0.01 | ) | | $ | (0.10 | ) |

| Income (loss) per share - diluted: (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | |

| Net income (loss) per share - diluted | $ | 0.36 | | | $ | 4.40 | | | $ | 1.22 | | | $ | 0.04 | | | $ | 0.05 | | | $ | 0.10 | | | $ | (0.01 | ) | | $ | (0.10 | ) |

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| --- | --- |

| (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. |

| (3) | Net income (loss) per share amounts may not add due to rounding. |

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 April [removed: 3, 2020,] [added: 2, 2021,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: (“COSO”).]

Our management has concluded that, as of April [removed: 3, 2020,] [added: 2, 2021,] 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 April [removed: 3, 2020] [added: 2, 2021] 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.

There were no changes in our internal control over financial reporting during the quarter ended April [removed: 3, 2020,] [added: 2, 2021,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We acquired Avira during January 2021.

Management excluded Avira from its assessment of the effectiveness of NortonLifeLock Inc.’s internal control over financial reporting as of April 2, 2021.

Total assets and total revenues of Avira represent approximately 1%, or $67 million and 1%, or $21 million, respectively, of the related consolidated financial statement amounts as of, and for the year ended, April 2, 2021.

Management did not assess the effectiveness of internal control over financial reporting at Avira due to the complexity associated with assessing internal control during integration efforts as well as the limited amount of time between the transaction date and the assessment date of April 2, 2021.

We have not experienced any significant impact to our internal controls over financial reporting despite the fact that a significant number of employees continue to work remotely due to the COVID-19 pandemic.

The design of our processes and controls allow for remote execution with accessibility to secure data.

We are continually monitoring and assessing the COVID-19 situation to minimize the impact, if any, on the design and operating effectiveness on our internal controls.

None.

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

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.

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: 2020] [added: 2021] Annual Meeting to be filed with the SEC within 120 days of the fiscal year ended April [removed: 3, 2020] [added: 2, 2021] (the [removed: 2020] [added: 2021] 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 [removed: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

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

| 1. | [added: | |] Consolidated Financial Statements: | | [added: | | | |]

| | [added: | |] [Report of Independent Registered Public Accounting [removed: Firm](#s06713992DF45EBB973F931608ED0EA4D)] [added: Firm](#ie8ec64cd93544c988a1393b8bf35b84e_106)] | [removed: [38](#s06713992DF45EBB973F931608ED0EA4D)] | [added: | [38](#ie8ec64cd93544c988a1393b8bf35b84e_106) | | |]

| | [added: | |] [Consolidated Balance [removed: Sheets](#sE074D8875D20C41CF84231606F8C2F9A)] [added: Sheets](#ie8ec64cd93544c988a1393b8bf35b84e_109)] | [removed: [40](#sE074D8875D20C41CF84231606F8C2F9A)] | [added: | [40](#ie8ec64cd93544c988a1393b8bf35b84e_109) | | |]

[removed: | | [Consolidated Statements of Operations](#sFD2E890437A9847AFE1E31606FD0FA25) | [41](#sFD2E890437A9847AFE1E31606FD0FA25) |][added: CONSOLIDATED STATEMENTS OF OPERATIONS]

| | [added: | |] [Consolidated Statements of Comprehensive Income [removed: (Loss)](#s8AAE1AB6584AE5B668C331607018E308)] [added: (Loss)](#ie8ec64cd93544c988a1393b8bf35b84e_118)] | [removed: [42](#s8AAE1AB6584AE5B668C331607018E308)] | [added: | [42](#ie8ec64cd93544c988a1393b8bf35b84e_118) | | |]

[removed: | | [Consolidated Statements of Stockholders’ Equity](#s7C3FC5B40A1CC475590C316070355EB1) | [43](#s7C3FC5B40A1CC475590C316070355EB1) |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)]

| | [added: | |] [Consolidated Statements of Cash [removed: Flows](#sA7F85F69BDEA4A191DA8316070AF8BAB)] [added: Flows](#ie8ec64cd93544c988a1393b8bf35b84e_127)] | [removed: [44](#sA7F85F69BDEA4A191DA8316070AF8BAB)] | [added: | [44](#ie8ec64cd93544c988a1393b8bf35b84e_127) | | |]

| | [added: | |] [Notes to the Consolidated Financial [removed: Statements](#s42FA1D0A7EDEDD9220663160903F29A0)] [added: Statements](#ie8ec64cd93544c988a1393b8bf35b84e_130)] | [removed: [45](#s42FA1D0A7EDEDD9220663160903F29A0)] | [added: | [45](#ie8ec64cd93544c988a1393b8bf35b84e_130) | | |]

| | [added: | |] [Note 1. Description of Business and Significant Accounting [removed: Policies](#sA19FD5EC73A4E75232B131607179A942)] [added: Policies](#ie8ec64cd93544c988a1393b8bf35b84e_133)] | [removed: [45](#sA19FD5EC73A4E75232B131607179A942)] | [added: | [45](#ie8ec64cd93544c988a1393b8bf35b84e_133) | | |]

| | [added: | |] [Note 2. Recent Accounting [removed: Standards](#s4E80F2FEE4F97FD0E4D6316071BE63A9)] [added: Standards](#ie8ec64cd93544c988a1393b8bf35b84e_139)] | [removed: [50](#s4E80F2FEE4F97FD0E4D6316071BE63A9)] | [added: | [49](#ie8ec64cd93544c988a1393b8bf35b84e_139) | | |]

| | [added: | |] [Note 3. [removed: Divestitures and] [added: Divestitures,] Discontinued [removed: Operations](#s1001dd17473a4069b7cb9c1226d883a9)] [added: Operations and Assets Held for Sale](#ie8ec64cd93544c988a1393b8bf35b84e_142)] | [removed: [51](#s1001dd17473a4069b7cb9c1226d883a9)] | [added: | [50](#ie8ec64cd93544c988a1393b8bf35b84e_142) | | |]

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

| | [added: | |] [Note 5. [removed: Revenues](#sAE708505D38AECB2B4B3316072393970)] [added: Revenues](#ie8ec64cd93544c988a1393b8bf35b84e_148)] | [removed: [53](#sAE708505D38AECB2B4B3316072393970)] | [added: | [52](#ie8ec64cd93544c988a1393b8bf35b84e_148) | | |]

| | [added: | |] [Note 6. Goodwill and Intangible [removed: Assets](#s3018D2759842C125D082316073235E42)] [added: Assets](#ie8ec64cd93544c988a1393b8bf35b84e_151)] | [removed: [53](#s3018D2759842C125D082316073235E42)] | [added: | [52](#ie8ec64cd93544c988a1393b8bf35b84e_151) | | |]

| | [added: | |] [Note 7. Supplementary [removed: Information](#s9087EDE49958689052A131607387DC33)] [added: Information](#ie8ec64cd93544c988a1393b8bf35b84e_154)] | [removed: [54](#s9087EDE49958689052A131607387DC33)] | [added: | [53](#ie8ec64cd93544c988a1393b8bf35b84e_154) | | |]

| | [added: | |] [Note 8. Financial Instruments and Fair Value [removed: Measurements](#s6AAAC2AF2DE0E2F81CEC316073F04216)] [added: Measurements](#ie8ec64cd93544c988a1393b8bf35b84e_157)] | [removed: [57](#s6AAAC2AF2DE0E2F81CEC316073F04216)] | [added: | [55](#ie8ec64cd93544c988a1393b8bf35b84e_157) | | |]

| | [added: | |] [Note 9. [removed: Leases](#s5459666550ec442db29565ff1be50f4c)] [added: Leases](#ie8ec64cd93544c988a1393b8bf35b84e_160)] | [removed: [58](#s5459666550ec442db29565ff1be50f4c)] | [added: | [56](#ie8ec64cd93544c988a1393b8bf35b84e_160) | | |]

| | [added: | |] [Note 10. [removed: Debt](#s48AAAACE4B57FEB19C03316074614D9D)] [added: Debt](#ie8ec64cd93544c988a1393b8bf35b84e_163)] | [removed: [59](#s48AAAACE4B57FEB19C03316074614D9D)] | [added: | [57](#ie8ec64cd93544c988a1393b8bf35b84e_163) | | |]

| | [added: | |] [Note 11. [removed: Derivatives](#s2440141A79F4EB64D7DA3160750D57E2)] [added: Derivatives](#ie8ec64cd93544c988a1393b8bf35b84e_169)] | [removed: [62](#s2440141A79F4EB64D7DA3160750D57E2)] | [added: | [59](#ie8ec64cd93544c988a1393b8bf35b84e_169) | | |]

| | [added: | |] [Note 12. Restructuring, Transition and Other [removed: Costs](#s099E52558C48EAA7630731607527DD32)] [added: Costs](#ie8ec64cd93544c988a1393b8bf35b84e_172)] | [removed: [62](#s099E52558C48EAA7630731607527DD32)] | [added: | [60](#ie8ec64cd93544c988a1393b8bf35b84e_172) | | |]

| | [added: | |] [Note 13. Income [removed: Taxes](#sCE0CF0C2C4F3400DF2B23160753EE0C8)] [added: Taxes](#ie8ec64cd93544c988a1393b8bf35b84e_175)] | [removed: [64](#sCE0CF0C2C4F3400DF2B23160753EE0C8)] | [added: | [62](#ie8ec64cd93544c988a1393b8bf35b84e_175) | | |]

| | [added: | |] [Note 14. Stockholders’ [removed: Equity](#s45D81E5AA2AE84111A84316075DEB0BD)] [added: Equity](#ie8ec64cd93544c988a1393b8bf35b84e_178)] | [removed: [67](#s45D81E5AA2AE84111A84316075DEB0BD)] | [added: | [64](#ie8ec64cd93544c988a1393b8bf35b84e_178) | | |]

| | [added: | |] [Note 15. Stock-Based Compensation and Other Benefit [removed: Plans](#s485E1875A4AF251D78663160761DA53C)] [added: Plans](#ie8ec64cd93544c988a1393b8bf35b84e_184)] | [removed: [67](#s485E1875A4AF251D78663160761DA53C)] | [added: | [65](#ie8ec64cd93544c988a1393b8bf35b84e_184) | | |]

| | [added: | |] [Note 16. Net Income Per [removed: Share](#s2BE8562DBBACF602A169316076F95558)] [added: Share](#ie8ec64cd93544c988a1393b8bf35b84e_190)] | [removed: [71](#s2BE8562DBBACF602A169316076F95558)] | [added: | [68](#ie8ec64cd93544c988a1393b8bf35b84e_190) | | |]

| | [added: | |] [Note 17. Segment and Geographic [removed: Information](#s95A9818052083D12EC71316077531FD9)] [added: Information](#ie8ec64cd93544c988a1393b8bf35b84e_193)] | [removed: [72](#s95A9818052083D12EC71316077531FD9)] | [added: | [69](#ie8ec64cd93544c988a1393b8bf35b84e_193) | | |]

| [removed: | [Note 18.] Commitments and [removed: Contingencies](#s19D3B45D62EA7CF89F993160782204E5)] [added: contingencies (Note 18)] | [removed: [73](#s19D3B45D62EA7CF89F993160782204E5)] | [added: | | | | | | | | | |]

| | [added: | |] [Note 19. Subsequent [removed: Events](#s57acb4d2e7c24179a860232bf661c40c)] [added: Events](#ie8ec64cd93544c988a1393b8bf35b84e_1816)] | [removed: [76](#s57acb4d2e7c24179a860232bf661c40c)] | [added: | [73](#ie8ec64cd93544c988a1393b8bf35b84e_1816) | | |]

| | [added: | |] Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included. | | [added: | | | |]

| 2. | [added: | |] [Exhibits: The information required by this Item is set forth in the Exhibit Index that precedes the signature page of this Annual [removed: Report.](#s75DA64DE6BAD48ADE19D316094269A6E)] [added: Report.](#ie8ec64cd93544c988a1393b8bf35b84e_205)] | [removed: [76](#s75DA64DE6BAD48ADE19D316094269A6E)] | [added: | [73](#ie8ec64cd93544c988a1393b8bf35b84e_205) | | |]

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

We have audited the accompanying consolidated balance sheets of NortonLifeLock Inc. and subsidiaries (the Company) as of April [removed: 3, 2020] [added: 2, 2021] and [removed: March 29, 2019,] [added: April 3, 2020,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ [removed: equity,] [added: equity (deficit),] and cash flows for each of the years in the three-year period ended April [removed: 3, 2020,] [added: 2, 2021,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of April [removed: 3, 2020,] [added: 2, 2021,] based on criteria established in *Internal Control [removed: -] [added: –] 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 April [removed: 3, 2020] [added: 2, 2021] and [removed: March 29, 2019] [added: April 3, 2020,] and the results of its operations and its cash flows for each of the years in the three-year period ended April [removed: 3, 2020,] [added: 2, 2021,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April [removed: 3, 2020] [added: 2, 2021] based on criteria established in *Internal Control [removed: -] [added: –] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Management’s] [added: Management's] Report on Internal Control over Financial [removed: Reporting under Item 9A.][added: Reporting.]

*Critical Audit [removed: Matters*][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] 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 [added: a] critical audit [removed: matters] [added: matter] 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 [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As discussed in [removed: notes] [added: Notes] 1 and 13 to the consolidated financial statements, as of April [removed: 3, 2020] [added: 2, 2021] the Company recognized uncertain tax positions.

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

The Company acquired Avira during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of April 2, 2021, Avira’s internal control over financial reporting associated with total assets and total revenues of approximately 1%, or $67 million and 1%, or $21 million, respectively, included in the consolidated financial statements of the Company as of and for the year ended April 2, 2021.

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

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

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[Table of](#ie8ec64cd93544c988a1393b8bf35b84e_7) [Contents](#ie8ec64cd93544c988a1393b8bf35b84e_7)

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| Balance as of April 2, 2021 | | | 580 | | | | | | $ | 2,229 | | | | | $ | 47 | | | | | $ | (2,776) | | | | | $ | (500) | |

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| Net income | | | $ | 554 | | | | | $ | 3,887 | | | | | $ | 31 | |

| Gain on extinguishment of debt | | | (20) | | | | | | — | | | | | | — | | |

| Proceeds from sales of properties | | | 218 | | | | | | — | | | | | | 26 | | |

We help customers protect their devices, online privacy, identity and home networks.

Basis of presentation

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

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

With the exception of those discussed in Note 2, there were no material changes in accounting pronouncements issued by the Financial Accounting Standards Board (FASB) that were applicable or adopted by us during the fiscal 2021.

- Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in less active markets or model-derived valuations.

- Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities.

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

Factors considered in determining if a credit loss exists include: the extent to which the fair value has been lower than the cost basis, any changes to the rating of the security by a rating agency, and any adverse financial conditions specifically related to the security.

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

In fiscal 2021, based on our qualitative assessments, we concluded that it is more likely than not that the fair values are more than their carrying values.

Accordingly, there was no indication of impairment of long-lived assets, and further quantitative testing was not required.

We recognize the costs in our Consolidated

On April 4, 2020, the first day of our fiscal 2021, we adopted the new guidance using the modified retrospective transition method.

Upon adoption, we utilized a new forward-looking “expected loss” model to replace the incurred loss impairment model for our accounts receivable and other financial assets.

Additionally, for available-for-sale debt securities with unrealized losses, we discontinued using the concept of “other than temporary” impairment and recognized the estimated credit loss as allowances.

On April 4, 2020, we adopted the new guidance prospectively.

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*Change in Accounting Principle*

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*.

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for revenue from contracts with customers as of March 31, 2018, due to the adoption of ASC Topic 606, *Revenue from Contracts with Customers*.

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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.

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.

May 28, 2020

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| Long-term assets of discontinued operations | — | | | | 7,050 | | |

| Long-term liabilities of discontinued operations | — | | | | 715 | | |

| Preferred stock, $0.01 par value: 1 shares authorized; no shares issued and outstanding | — | | | | — | | |

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| Net foreign currency translation adjustments | (11 | | ) | | (13 | | ) | | 1 | | |

| Reclassification adjustments for gain included in net income | — | | | | — | | | | (4 | | ) |

| Net unrealized gain (loss) on available-for-sale securities | 1 | | | | 3 | | | | (9 | | ) |

| Reclassification adjustments for income included in net income | (1 | | ) | | — | | | | — | | |

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| Balance as of March 31, 2017 | 608 | | | $ | 4,236 | | | $ | 12 | | | $ | (761 | ) | | $ | 3,487 | |

| Other comprehensive loss | — | | | — | | | | (9 | | ) | | — | | | | (9 | | ) |

| Purchases of short-term investments | — | | | | — | | | | (436 | | ) |

| Proceeds from sale of property | — | | | | 26 | | | | — | | |

During fiscal year 2020, we completed 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. With the sale of our enterprise assets, we have transformed ourselves into a pure consumer company and changed our name from Symantec Corporation to NortonLifeLock Inc. Our NortonLifeLock branded solutions help customers protect their devices, online privacy, identity and home networks.

Recent Corporate Name Change

In connection with the sale of certain assets of our Enterprise Security business as disclosed in Discontinued operations below, effective November 4, 2019, we changed our corporate name from Symantec Corporation to NortonLifeLock Inc.

On November 4, 2019, we completed the transaction.

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

We have operated in one reportable segment since the second quarter of fiscal 2020.

The Enterprise Security business was part of our Enterprise Security segment.

Results of discontinued operations include all revenues and expenses directly derived from the Enterprise Security business, with the exception of revenues and associated costs of our ID Analytics solutions, which were formerly included in the Enterprise Security segment, and general corporate overhead which were previously allocated to the Enterprise Security segment but are not allocated to discontinued operations.

These revenues and expenses are now included in continuing operations.

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: 28th] [added: 21st] day of May [removed: 2020.][added: 2021.]

| | [added: | |] NORTONLIFELOCK INC. | | [added: | | | |]

| | [added: | |] By: | [added: | |] /s/ Vincent Pilette | [added: | |]

| | | [added: | | | |] Vincent Pilette *Chief Executive Officer and Director* | [added: | |]

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vincent Pilette, [removed: Matthew Brown,] [added: Natalie Derse,] and Bryan Ko, and each or any of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities to sign any and all amendments to this report on Form 10-K and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

| Signature | | [added: | | | |] Title | | [added: | | | |] Date | [added: | |]

| /s/ Vincent Pilette | | [added: | | | |] Chief Executive Officer and Director (Principal Executive Officer) | | [added: | | | |] May [removed: 28, 2020] [added: 21, 2021] | [added: | |]

| Vincent Pilette | | | | | [added: | | | | | | | | | |]

| /s/ [removed: Matthew Brown] [added: Natalie Derse] | | [added: | | | | Executive] Vice President and [removed: Interim] Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | [added: | | | |] May [removed: 28, 2020] [added: 21, 2021] | [added: | |]

| /s/ Frank E. Dangeard | | [added: | | | |] Chairman of the Board | | [added: | | | |] May [removed: 28, 2020] [added: 21, 2021] | [added: | |]

| Frank E. Dangeard | | | | | [added: | | | | | | | | | |]

| /s/ Sue Barsamian | | [added: | | | |] Director | | [added: | | | |] May [removed: 28, 2020] [added: 21, 2021] | [added: | |]

| Sue Barsamian | | | | | [added: | | | | | | | | | |]

| /s/ Eric K. Brandt | | [added: | | | |] Director | | [added: | | | |] May [removed: 28, 2020] [added: 21, 2021] | [added: | |]

| Eric K. Brandt | | | | | [added: | | | | | | | | | |]

| /s/ Nora Denzel | | [added: | | | |] Director | | [added: | | | |] May [removed: 28, 2020] [added: 21, 2021] | [added: | |]

| Nora Denzel | | | | | [added: | | | | | | | | | |]

| /s/ Peter A. Feld | | [added: | | | |] Director | | [added: | | | |] May [removed: 28, 2020] [added: 21, 2021] | [added: | |]

| Peter A. Feld | | | | | [added: | | | | | | | | | |]

| /s/ Kenneth Y. Hao | | [added: | | | |] Director | | [added: | | | |] May [removed: 28, 2020] [added: 21, 2021] | [added: | |]

| Kenneth Y. Hao | | | | | [added: | | | | | | | | | |]

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| Natalie Derse | | | | | | | | | | | | | | |

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| /s/ Emily Heath | | | | | | Director | | | | | | May 21, 2021 | | |

| Emily Heath | | | | | | | | | | | | | | |

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| /s/ Sherrese M. Smith | | | | | | Director | | | | | | May 21, 2021 | | |

| Sherrese M. Smith | | | | | | | | | | | | | | |

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| Matthew Brown | | | | |

| /s/ David W. Humphrey | | Director | | May 28, 2020 |

| David W. Humphrey | | | | |

| /s/ V. Paul Unruh | | Director | | May 28, 2020 |

| V. Paul Unruh | | | | |