Gen Digital (GEN) 10-K risk factor changes: FY2022 vs FY2021

[removed: COVID-19 RISKS][added: RISKS RELATED TO COVID-19]

The COVID-19 pandemic [removed: is having] [added: has had] widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices.

Nevertheless, as [added: more] 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 [removed: 2021,] [added: fiscal 2021 or fiscal 2022,] we may experience such an increase or reduction in the future, especially in the event of a prolonged recession [added: or a worsening of current conditions] as a result of the COVID-19 pandemic.

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, ability to refinance our [removed: debt,] [added: 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 new variants of the disease, the extent, effectiveness and acceptance of containment actions, such as vaccination programs, and the impact of these and other factors on our employees, [removed: customers,] [added: customers and the overall demand for our products,] partners and third-party service providers.

[added: 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 attract new customers.

- Entering into new or unproven [removed: markets;] [added: market segments;] and

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

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

If we are unable to anticipate or react to these continually evolving conditions, we could [removed: lose] [added: experience a loss of] market share and [removed: experience] a [removed: decline] [added: reduction] in our [removed: revenues.][added: revenues, which could materially and adversely affect our business and financial results.]

[removed: Our] [added: Many of these] competitors [removed: include software vendors and operating system providers that] offer solutions [added: or are currently developing solutions] that directly compete with our offerings.

We [added: also] face growing competition from other technology companies, as well as from companies in the identity threat protection space such as credit bureaus.

[removed: Many] [added: Further, many] of our competitors are increasingly developing and incorporating into their products data protection software and other competing [removed: products,] [added: Cyber Safety products such as antivirus protection or VPN,] often free of charge, that compete [removed: at some level] with our offerings.

Our competitive position could be adversely affected [removed: to the extent that our customers perceive] [added: by] the functionality incorporated into these products [removed: as replacing the need for] [added: rendering] our [removed: solutions.][added: existing solutions obsolete.]

Some of our competitors have greater financial, technical, marketing, or other resources than we [removed: do] [added: do, including in new Cyber Safety] and [added: digital life segments, and] consequently, may have the ability to influence customers to purchase their products instead of ours, including through investing more in internal innovation than we [removed: can.][added: can and through benefiting from unique access to customer engagement points.]

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

Our competitors could gain market share from us if any of these strategic partners replace our solutions with those of our competitors or [added: with their own solutions; similarly, they could gain market share from us] if these partners more actively promote our competitors’ solutions [added: or their own solutions] than our [removed: own.][added: solutions.]

The intense competition we face, in addition to general and economic business conditions, can put pressure on us to change our [removed: prices.][added: pricing practices.]

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

Similarly, if external [removed: factors] [added: factors, such as economic conditions or market trends,] require us to raise 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 [added: macroeconomic environment.]

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

Numerous factors, however, may impede our ability to [added: attract,] retain and convert these users into paying customers.

- The services and related pricing offered by our competitors; [added: including increasing availability and efficacy of free solutions;]

- Disruption by new services or changes in law or regulations that impact the need for efficacy [removed: or] of our products and services;

- Changes in [removed: autorenewal] [added: auto-renewal] regulations;

- Changes in our target customers’ spending levels as a result of general economic [removed: conditions] [added: conditions, inflationary pressures] or other factors.

Declining customer retention rates could cause our revenue to [removed: may] grow more slowly than expected or decline; and our operating results, gross margins and business will be harmed.

For example, in [removed: 2019,] [added: 2019] we completed the sale of certain of our enterprise security assets to Broadcom Inc. (the [removed: “Broadcom sale”)] [added: Broadcom sale)] and in January 2021, we completed the acquisition of Avira.

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

Our international operations involve risks that could increase our expenses, adversely affect our operating [removed: results,] [added: results] and require increased time and attention of our management.

Interruptions in our [removed: solutions] [added: solutions,] could impact our revenues or cause customers to cease doing business with us.

We collect, use, disclose, [removed: store,] [added: store] or otherwise process personal information, which subjects us to privacy and data security laws and contractual commitments.

Additionally, the Federal Trade Commission [added: (the FTC)] and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, and security of data.

Matters relating to or arising from our completed Audit Committee Investigation, including [removed: regulatory investigations and proceedings,] litigation matters, and potential additional expenses, may adversely affect our business and results of operations.

The SEC commenced a formal [removed: investigation, and we continue to cooperate] [added: investigation] with [removed: that investigation.][added: which we cooperated.]

We have incurred, and may continue to incur, significant expenses related to legal and other professional services in connection with [added: or relating to] the [removed: ongoing] SEC investigation, which may continue to adversely affect our business and financial condition.

[added: In] addition, securities class actions and other lawsuits have been filed against us, certain current and former directors, and former officers.

The outcome of the securities class actions and other litigation [removed: and regulatory proceedings or government enforcement actions] is difficult to predict, and the cost to defend, settle, or otherwise resolve these matters may be significant.

RISKS RELATED TO THE PROPOSED MERGER

We may fail to consummate the Proposed Merger with Avast plc, may not consummate the Proposed Merger on the expected terms, or may not achieve the anticipated benefits.

It is currently anticipated that the Proposed Merger will be consummated in mid-to-late calendar 2022.

Completion of the Proposed Merger is subject to, among other things, approval from the U.K. Competition and Markets Authority (the “CMA”) and other customary closing conditions for the acquisition of a UK public company, including the sanction of the UK’s High Court.

All necessary regulatory approvals have been satisfied, with the exception of approval required from the CMA, which has referred the Proposed Merger to a Phase 2 investigation.

As a result, the possible timing and likelihood of completion are uncertain, and, accordingly, there can be no assurance that the Proposed Merger will be completed on the expected terms, on the anticipated schedule or at all.

In addition, the CMA may require, in connection with granting its approval of the transaction, divestitures or ongoing restrictions on the operation of the combined business, each of which could have a material impact on the anticipated strategic benefits and synergies from the combination.

Any delay in consummation of the Proposed Merger will result in greater transaction costs and professional fees and continue to expose us to market risk.

If we fail to receive approval from the CMA and cannot consummate the Proposed Merger, we may be required to pay Avast a break fee of up to $200 million under the Co-operation Agreement.

If consummated, the success of the Proposed Merger will depend, in significant part, on our ability to successfully integrate Avast and its subsidiaries, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the combination.

We believe that the addition of Avast and its subsidiaries represents an attractive opportunity to create a new, industry leading consumer Cyber Safety business, leveraging the established brands, technical expertise and innovation of both groups to deliver substantial benefits to consumers, shareholders and other stakeholders.

Achieving these goals requires growth of the revenue of the combined company and realization of the targeted synergies expected from the Proposed Merger.

This growth and the anticipated benefits of the Proposed Merger may not be realized fully or at all, or may take longer to realize than we expect.

Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated.

If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Proposed Merger within a reasonable time, our business, financial condition and operating results may be adversely affected.

Litigation filed against us could prevent or delay the completion of the Proposed Merger or result in the payment of damages following completion of the Proposed Merger.

As previously reported in our Form 8-K dated October 29, 2021, we received letters on behalf of our purported stockholders, in each case stating the stockholder’s belief that the proxy statement filed by us on October 4, 2021 omitted material information with respect to the Merger and demanding that we make additional and supplemental disclosures regarding the Merger.

Additionally, six complaints have been filed by our purported stockholders in connection with the Merger (collectively, the Merger Complaints).

The Merger Complaints were brought by the plaintiffs individually and also allege that the proxy statement omitted material information with respect to the Merger.

After the Company issued its October 29, 2021 Form 8-K, the plaintiffs in the Merger Complaints dismissed their actions as moot while reserving the right to seek a fee in connection with their respective litigations.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

At the onset of the pandemic, to protect the health and well-being of our employees, partners and third-party service providers, we facilitated a work-from-home requirement for most employees and established site-specific COVID-19 prevention protocols.

We continue to monitor the situation and over the past several months have adjusted our policies and protocols to reflect changes to public health regulations and guidance.

A majority of our offices are now open to employees on a voluntary return basis, and we anticipate opening the remaining offices on a voluntary return basis within the first quarter of fiscal 2023.

While the COVID-19 pandemic has negatively impacted many sectors of the U.S. and global economies, the consumer Cyber Safety market experienced increased demand as the pandemic greatly accelerated the digital lives of people around the world.

However, with the extended duration of the pandemic and the easing of prevention protocols and restrictions, we are seeing decreasing demand and increased competition.

In addition, should the negative macroeconomic impacts of the COVID-19 pandemic persist or worsen, we may experience continued slowdowns in our business activity and an increase in cancellations by customers or a material reduction in our retention rate in the future, especially in the event of a prolonged recession.

- The integration of products and solutions from acquired companies;

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

We operate in a highly competitive and dynamic environment, and if we are unable to compete effectively, we could experience a loss in market share and a reduction in revenue.

We face competition from a broad range of companies, including software vendors focusing on Cyber Safety solutions, operating system providers such as Apple, Google and Microsoft, and ‘pure play’ companies that currently specialize in one or a few particular segments of the market and many of which are expanding their product portfolios into different segments.

In addition, the introduction of new products or services by competitors, and/or market acceptance of products or services based on emerging or alternative technologies, could make it easier for other products or services to compete with our solutions.

We anticipate facing additional competition as new participants continue to enter the Cyber Safety market and as our current competitors seek to increase their market share and expand their existing offerings.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

- Our customers’ dissatisfaction with our efforts to market additional products and services;

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

In December 2021, a critical remote code execution (RCE) vulnerability was identified in the Apache Software Foundation’s Log4j software library (Log4j), which if exploited could result in unauthorized access to Company systems and data, and acquisition of the same.

We are taking, and have taken, steps to remediate all known Log4j vulnerabilities within our environment, deployed compensating controls, and implemented additional changes to protect against an exploit of those vulnerabilities.

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

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

The U.S. and global economies have experienced a recession due to the economic impacts of the COVID-19 pandemic.

Our failure to develop

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

We operate in a highly competitive environment, and our competitors may gain market share in the markets for our solutions.

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

We also face competition from many smaller companies that specialize in particular segments of the market in which we compete.

macroeconomic environment.

Although we did not experience a material increase in cancellations by customers or a material reduction in our retention rate in fiscal 2021, we may experience such an increase or reduction in the future, especially in the event of a prolonged recession or a worsening of current conditions as a result of the COVID-19 pandemic.

The outcome of such an investigation is difficult to predict.

If the SEC commences legal action, we could be required to pay significant penalties and become subject to injunctions, a cease and desist order, and other equitable remedies.

We can provide no assurances as to the outcome of any governmental investigation.

In

We have initiated and been named as a party to lawsuits, including patent litigation, class actions, and governmental claims, and we may be named in additional litigation.

For example, in December 2018 the United Kingdom’s Competition and Markets Authority (CMA) launched an investigation into auto-renewal practices in the antivirus sector and recently announced that NortonLifeLock was one of the companies it was investigating.

We continue to cooperate with the CMA in the course of its investigation and believe our business practices are fair and compliant with U.K. consumer law; however, we have been expending management time and resources on this matter and an unfavorable outcome of this investigation and any resulting litigation could impact our marketing practices to consumers, and potentially damage our reputation and otherwise harm our business and financial results.

Because of constant technological change in the segments in which we compete, the

- Changes to the U.S. federal income tax laws, including the potential for corporate tax increases under the new Biden Administration;

We are the trusted and number one top of mind brand in consumer Cyber Safety, according to the [removed: 2020 NortonLifelock] [added: 2022 NortonLifeLock] brand tracking study.

We help prevent, [removed: detect,] [added: detect] and restore potential damages caused by many [removed: cyber criminals.][added: cybercriminals.]

- In May [removed: 2020,] [added: 2021,] we settled the [removed: $625] [added: $250] million principal and conversion rights of [removed: our 2.0%] [added: the New 2.5%] Convertible [added: Senior] Notes [removed: for $1,176 million] in cash.

The [removed: repayments] [added: extinguishment] resulted in an adjustment to stockholders’ equity of [removed: $578] [added: $112] million and a [removed: gain] [added: loss] on extinguishment of [removed: $20] [added: $2] million.

[removed: See] [added: For additional discussion on the amendment, see] Note 10 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

- In [removed: January] [added: September] 2021, we completed [removed: the] [added: an] acquisition of [removed: Avira] [added: an online reputation management and digital privacy solutions company] for total aggregate consideration of [removed: $344] [added: $39] million, net of [removed: $32] [added: $1] million cash acquired.

- [removed: On April 1,] [added: In July] 2021, we completed the sale of certain land and buildings in Mountain [removed: View] [added: View, California] for cash consideration of [removed: $100] [added: $355] million, net of selling [removed: costs, and recognized a gain on sale of $63 million.][added: costs.]

Fiscal [removed: 2021, 2020,] [added: 2022, 2021] and [removed: 2019] [added: 2020] in this report refers to fiscal [removed: year] [added: years] ended April [added: 1, 2022, April] 2, [removed: 2021,] [added: 2021 and] April 3, 2020, [removed: and March 29, 2019,] respectively.

Fiscal 2020 was a 53-week year, whereas fiscal [removed: 2021] [added: 2022] and [removed: 2019] [added: 2021] each consisted of 52 weeks.

The following table provides our key financial metrics for fiscal [removed: 2021] [added: 2022] compared with fiscal [removed: 2020:][added: 2021:]

| (In millions, except for per share amounts) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net revenues | | | $ | [removed: 2,551] [added: 2,796] | | | | | $ | [removed: 2,490] [added: 2,551] | |

| Operating income [added: (loss)] | | | $ | [removed: 896] [added: 1,005] | | | | | $ | [removed: 355] [added: 896] | |

| Income [added: (loss)] from continuing operations | | | $ | [removed: 696] [added: 836] | | | | | $ | [removed: 578] [added: 696] | |

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

| Net income [added: (loss)] | | | $ | [removed: 554] [added: 836] | | | | | $ | [removed: 3,887] [added: 554] | |

| Net income [added: (loss)] per share from continuing operations - diluted | | | $ | [removed: 1.16] [added: 1.41] | | | | | $ | [removed: 0.90] [added: 1.16] | |

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

| Net income [added: (loss)] per share - diluted | | | $ | [removed: 0.92] [added: 1.41] | | | | | $ | [removed: 6.05] [added: 0.92] | |

| Net cash provided by (used in) operating activities | | | $ | [removed: 706] [added: 974] | | | | | $ | [removed: (861)] [added: 706] | |

| (in millions) | | | April [removed: 2, 2021] [added: 1, 2022] | | | | | | April [removed: 3, 2020] [added: 2, 2021] | | |

| Cash, cash equivalents and short-term investments | | | $ | [removed: 951] [added: 1,891] | | | | | $ | [removed: 2,263] [added: 951] | |

| Contract liabilities | | | $ | [removed: 1,265] [added: 1,306] | | | | | $ | [removed: 1,076] [added: 1,265] | |

[removed: -] Net revenues increased [removed: $61] [added: $245] million, primarily due to [removed: increased] [added: a $156 million increase in] sales of our consumer security products and [added: a $89 million increase in sales of] our identity and protection [removed: products, partially offset by the divestiture of our ID Analytics solutions and the additional week of revenue recognized during fiscal 2020.][added: products.]

- Net income [added: (loss) increased $282 million] and net income per share [removed: decreased,] [added: increased $0.49,] primarily due to the [removed: loss] [added: increase in income] from [removed: discontinued] [added: continuing] operations [removed: for] [added: and] the [removed: reasons] [added: completion of discontinued operations activities during fiscal 2021 as] discussed [removed: above, partially offset by higher income from continuing operations.][added: above.]

[removed: In] [added: On] May [removed: 2020,] [added: 20, 2021,] we settled the [added: $250 million] principal and conversion rights of [removed: $625 million of our 2.0%] [added: the New 2.5%] Convertible [added: Senior] Notes [removed: for $1,176 million] in cash.

- Contract liabilities increased [removed: $189 million compared to April 3, 2020,] [added: $41 million,] primarily due to higher billings than recognized [removed: revenue and the acquisition] [added: revenue, partially offset by unfavorable foreign currency fluctuations] of [removed: Avira.][added: the Euro and Japanese Yen.]

The COVID-19 pandemic [removed: is having] [added: has had] widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices.

[removed: To] [added: At the onset of the pandemic, to] protect the health and well-being of our employees, partners and third-party service providers, we [removed: implemented] [added: facilitated] a [removed: near company-wide] work-from-home requirement for most [removed: employees, made substantial modifications to employee travel policies, and cancelled or shifted our conferences] [added: employees] and [removed: other marketing events to virtual-only.][added: established site-specific COVID-19 prevention protocols.]

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

Nevertheless, as [added: more] 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.

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, ability to refinance our [removed: debt,] [added: debt] and our access to capital.

Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on our results of operations, financial [removed: position,] [added: position] and cash flows.

A summary of our significant accounting policies is included in Note [removed: 1] [added: 1, and a description] of [added: recently adopted accounting pronouncements and] the [added: Company’s expectations of the impact on our Consolidated Financial Statements and disclosures is included in Note 2 of the] Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Management estimates of fair value are based upon assumptions believed to be [removed: reasonable,] [added: reasonable] but which are inherently uncertain and unpredictable.

Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, [removed: estimates,] [added: estimates] or actual results.

This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under [removed: audit,] [added: audit] and new audit activity.

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

| Cost of revenues | | | [removed: 14] [added: 15] | | [added: %] | | | | [removed: 16] [added: 14] | | [added: %] | | | | [removed: 19] | | |

| Gross profit | | | [removed: 86] [added: 85] | | [added: %] | | | | [removed: 84] [added: 86] | | [added: %] | | | | [removed: 81] | | |

We borrowed $525 million under the First Amendment of our Initial Term Loan.

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

We recognized a gain of $175 million on the sale.

In conjunction with the sale, we signed a 7-year leaseback agreement for a portion of the property.

- In March 2022, we completed our restructuring plan (the December 2020 Plan) to consolidate facilities and reduce operating costs in connection with our acquisition of Avira during fiscal 2021.

We incurred total costs of $24 million since the inception of the December 2020 Plan, primarily related to severance and termination costs.

Proposed Merger with Avast

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

The Proposed Merger will be implemented by means of a court-sanctioned scheme of arrangement under the UK Companies Act 2006, as amended (the Scheme), and remains subject to a certain number of conditions.

Under the terms of the Proposed Merger, Avast shareholders will be entitled to elect to receive, for each ordinary share of Avast held, in respect of their entire holding of Avast shares, either: (i) $7.61 in cash and 0.0302 of a new share of our common stock (such option, the Majority Cash Option); or (ii) $2.37 in cash and 0.1937 of a new share of our common stock (such option, the Majority Stock Option).

Based on our undisturbed closing share price of $27.20 on July 13, 2021, and depending on the Avast shareholder elections, the estimated purchase price range for the Avast shares under the Proposed Merger is $8.1 billion to $8.6 billion.

Each of the directors of Avast who holds shares has undertaken to elect for the Majority Stock Option in respect of their entire beneficial holdings of Avast shares.

We plan to finance the Proposed Merger with existing cash, cash to be generated by operations and new debt financing.

In conjunction with the Proposed Merger, on August 10, 2021, we entered into an agreement (as amended, the Interim Facilities Agreement) with certain financial institutions, in which they agreed to provide us with (i) a $3,600 million term loan interim facility B (the Interim Facility B), (ii) $750 million term loan interim facility A1 (the Interim Facility A1) and $3,500 million term loan interim facility A2 (the Interim Facility A2), and (iii) a $1,500 million interim revolving facility (the Interim Revolving Facility) (collectively, the Interim Facilities) and a commitment letter (as amended, the Commitment Letter) with certain financial institutions, in which they agreed to provide us with financing no less than the financing available under the Interim Facilities (the Definitive Facilities and, together with the Interim Facilities, the Facilities) to finance the cash consideration payable in connection with the Proposed Merger.

The Definitive Facilities will be financed by a syndicate of lenders led by Bank of America, N.A. and Wells Fargo Bank N.A. On January 28, 2022, Bank of America, N.A. and Wells Fargo Bank N.A. agreed to arrange, on a best efforts basis, additional term loans under the Definitive Facilities in an amount up to $500 million.

The Interim Facilities Agreement contains, and any definitive financing documentation for the Definitive Facilities entered into in connection with the Commitment Letter (the Facilities Agreement) will contain, customary representations and warranties, events of default and covenants for transactions of this type.

The Facilities Agreement will replace the existing credit facility agreement upon the close of the transaction.

In conjunction with the Proposed Merger, on August 10, 2021, we entered into a Co-operation Agreement (the Co-operation Agreement) with Nitro Bidco Limited, our wholly-owned subsidiary (Bidco), and Avast, pursuant to which we and Bidco agreed to, among other things, use all reasonable endeavors for the purposes of obtaining any regulatory authorizations which are required to implement the Proposed Merger, and we, Bidco and Avast agreed to cooperate with each other in preparing required transaction documents and certain other matters in connection with the Proposed Merger.

The Co-operation Agreement also contains certain termination rights.

The Co-operation Agreement also provides that, if we fail to receive approval from the U.K Competition and Markets Authority and cannot consummate the Proposed Merger, we may be required to pay Avast a break fee of up to $200 million.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

The Proposed Merger was approved by our Board of Directors and by our shareholders, the Board of Directors and shareholders of Avast and regulators including the Federal Trade Commission under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR” Act) and in Europe, the German Federal Cartel Office and the Spanish National Markets and Competition Commission.

On March 25, 2022, the U.K Competition and Markets Authority referred the Proposed Merger to a Phase 2 review investigation.

The Proposed Merger is currently expected to close mid-to-late calendar year 2022, subject to regulatory approvals and the satisfaction or waiver of other customary closing conditions.

- Operating income (loss) increased $109 million, primarily due to the increase in revenue and a decrease in restructuring costs for which the related activities were completed in fiscal 2021.

This is partially offset by an increase in related cost of revenue, a legal accrual relating to an ongoing patent infringement lawsuit and our investment in advertising during fiscal 2022.

- Income (loss) from continuing operations increased $140 million, primarily due to the increase in operating income as well as other income (expense), net, which was driven by the gain on sale of certain land and buildings in Mountain View, California.

This is partially offset by an increase in income tax expense.

- Income (loss) from discontinued operations, increased from a loss of $142 million, primarily due to the completion of the discontinued operations activities during fiscal 2021.

- Cash, cash equivalents and short-term investments increased by $940 million compared to April 2, 2021, primarily due to cash generated by operations during fiscal 2022.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

We continue to monitor the situation and over the past several months have adjusted our policies and protocols to reflect changes to public health regulations and guidance.

A majority of our offices are now open to employees on a voluntary return basis, and we anticipate opening the remaining offices on a voluntary return basis within the first quarter of fiscal 2023.

While the COVID-19 pandemic has negatively impacted many sectors of the U.S. and global economies, the consumer Cyber Safety market experienced increased demand as the pandemic greatly accelerated the digital lives of people around the world.

However, with the extended duration of the pandemic and the easing of prevention protocols and restrictions, we are seeing decreasing demand and increased competition.

In addition, while we did not experience a material increase in cancellations by customers or a material reduction in retention rate in fiscal 2021 or fiscal 2022, should the negative macroeconomic impacts of the COVID-19 pandemic persist or worsen, we may experience continued slowdowns in our business activity and an increase in cancellations by customers or a material reduction in our retention rate in the future, especially in the event of a prolonged recession.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

We have elected to omit discussion on the earliest of the three years presented in the Consolidated Financial Statements of this Annual Report on Form 10-K.

Refer to *Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations* of our Annual Report on Form 10-K for the fiscal year ended April 2, 2021 for year-over-year comparisons of the results of operation between fiscal 2021 and fiscal 2020 as well as discussion of fiscal 2020 performance metrics and cash flow activity, all of which are incorporated herein by reference.

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.

- 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.

- 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.

We incurred total costs of $509 million 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.

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

- 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).

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

- 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.

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

The U.S. and global economies have experienced a recession due to the economic impacts of the COVID-19 pandemic.

Although we did not experience a material increase in cancellations by customers or a material reduction in our retention rate in

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.

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

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

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.

Fiscal 2020 compared to fiscal 2019

Net revenues increased $34 million primarily due to approximately $44 million of revenues from the additional week in fiscal 2020.

Direct customer revenues in fiscal 2020 and 2019 excludes $46 million and $48 million, respectively, of revenue from ID Analytics solutions, which were divested in the fourth quarter of fiscal 2020.

(2) Average direct customer count for fiscal 2021 is calculated as an average of the fiscal quarters.

(3) ARPU in fiscal 2020 was normalized to exclude the impact of the extra week on direct revenue, which we estimate to be approximately $41 million of direct customer revenue.

Excluding this adjustment, ARPU would have been $9.07 in fiscal 2020.

Users with multiple products or entitlements are counted for based on which solutions they are subscribed.

This change in methodology had an immaterial impact to historical amounts presented.

Percentages may not add to 100% due to rounding.

Our cost of revenues decreased $31 million primarily due to decreases in royalty charges and technical support costs, partially offset by an increase in commissions, reflecting higher investments in affiliate marketing programs.

Our cost of revenues decreased $62 million primarily due to decreases in technical support costs and service costs, partially offset by an increase in royalty charges.

In addition, during fiscal 2019, we recorded higher inventory write-offs of $10 million due to our discontinuation of our consumer hardware product line.

Sales and marketing expense decreased $125 million primarily due to a $147 million decrease in shared facility and IT costs, partially offset by a $12 million increase in advertising and promotional expense.

General and administrative expense decreased $153 million primarily due to a $70 million decrease in compensation expense, a $55 million decrease in shared facility and IT costs, and a $43 million decrease in outside services expense, partially offset by an additional legal accrual of $25 million in fiscal 2021 relating to an ongoing civil lawsuit involving a government contract with the GSA.

The overall decreases in our sales and marketing, research and development and general and administrative expenses were driven by our cost reduction initiatives.

Amortization of intangible assets was relatively flat compared to fiscal 2020.

Restructuring, transition and other costs decreased $105 million primarily due to a $50 million decrease of contract cancellation charges and a $59 million decrease in severance costs in connection with our November 2019 restructuring plan (the November 2019 Plan).

The decrease was partially offset by a $11 million increase in asset write-offs and impairments.

As of April [removed: 2, 2021,] [added: 1, 2022,] the carrying value and fair value of our short-term investments and cash equivalents was [removed: $18] [added: $4] million.

As of April [removed: 2, 2021,] [added: 1, 2022,] we had [removed: $2.4] [added: $2.0] billion in aggregate principal amount of fixed-rate Senior Notes and convertible debt outstanding, with a carrying amount and a fair value of [removed: $2.4] [added: $2.0] billion, based on Level 2 inputs.

[removed: However, the] [added: The] fair value of these notes fluctuates when interest rates change.

As of April [removed: 2, 2021,] [added: 1, 2022,] we also had [removed: $1.2] [added: $1.7] billion outstanding debt with variable interest rates based on the London InterBank Offered Rate (LIBOR).

A reasonably possible hypothetical adverse change of [removed: 100] [added: 200] basis points in LIBOR would not result in a significant increase in interest expense on an annualized basis.

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

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

As of April [removed: 2, 2021] [added: 1, 2022] and April [removed: 3, 2020,] [added: 2, 2021,] we had open foreign currency forward contracts with notional amounts of [removed: $338] [added: $346] million and [removed: $419] [added: $338] million, respectively, to hedge foreign currency balance sheet exposure, with an insignificant fair value.

A hypothetical ten percent depreciation of foreign currency would [added: not] result in a [added: significant] reduction in fair value of our forward [removed: contracts of $20 million and $30 million for fiscal 2021 and fiscal 2020, respectively.][added: contracts.]

Since these notes bear interest at fixed rates, financial statement risk associated with changes in interest rates is limited to future refinancing of current debt obligations.

If these notes were refinanced at higher interest rates prior to maturity, our total interest payments could increase by a material amount; however, this risk is mitigated by our strong cash position and expected future cash generated from operations, which will be sufficient to satisfy this increase in obligation.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

Since these notes bear interest at

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

fixed rates, they do not result in any financial statement risk associated with changes in interest rates.

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

- [removed: Advocate: think consumer first] [added: Advocate: Think Consumer First] – ensure the customer’s voice is heard and consider how our actions benefit our customers’ digital lives.

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

- [removed: Communicate: be open] [added: Communicate: Be Open] and [removed: authentic] [added: 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.

- [removed: Execute - smart] [added: Execute: Smart] and [removed: scrappy:] [added: 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 [removed: Together: innovate] [added: Together: Innovate] and [removed: grow] [added: Grow] – welcome diverse perspectives and seek and act on feedback; champion the unique value of every individual; diversity fuels innovation.

Our business is built around consumers, we are [removed: the] [added: a] trusted [added: brand for customers,] and [added: we are] number one top of mind [removed: brand] [added: company] in consumer Cyber Safety, according to the [removed: 2020] [added: 2021] NortonLifeLock brand tracking study.

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

This is why we view ourselves as a trusted ally for our customers in a complex digital world and are committed to advancing our [removed: mission] [added: vision] of protecting [added: and empowering] each element of their digital lives.

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

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

Most of our subscriptions are sold on [removed: either] annual [removed: or] [added: terms, but we also offer] monthly [removed: terms.][added: subscriptions.]

As of April [removed: 2, 2021,] [added: 1, 2022,] we have nearly 80 million total users, which come from direct, [removed: indirect,] [added: indirect] and freemium channels.

Of the total users, we have [added: over] 23 million direct customers with whom we have a direct billing [removed: relationship, and we have 30 million free users.][added: relationship.]

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

These channels include retailers, telecom service providers, hardware OEMs, [removed: and] employee benefit [removed: providers.][added: providers, mobile app stores and strategic partners.]

Physical retail and OEM partners represent a small portion of our distribution, which minimizes the [removed: impacts] [added: impact] of supply chain disruptions.

However, we believe the net impact [removed: to] [added: on] our business is limited.

Seasonal behavior in orders primarily reflects consumer spending patterns where our fiscal third and fourth quarters are higher due to the holidays in our third quarter, as well as follow-on holiday purchases and the U.S. tax filing season [added: which typically is] in our fourth quarter.

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

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

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

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

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

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

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

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

According to our most recent research, Norton has [removed: 89%] [added: 87%] global brand [removed: awareness.][added: awareness and 82% for device security.]

We are [removed: also the] best positioned [removed: brand in device security] and [removed: #1] [added: number one] top of mind [removed: brand] in consumer Cyber Safety, according to the [removed: 2020] [added: 2021] 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 [removed: problems,] [added: 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 [removed: pace,] [added: pace] and find synergies to integrate current and future technology acquisitions.

Our full portfolio provides protection across three Cyber Safety categories in multiple channels and geographies, including security, [removed: identity,] [added: identity protection,] and [added: online] privacy.

The Norton 360 integrated platform provides extensive Cyber Safety coverage to our members, [removed: by] delivering Cyber Safety subscription solutions with industry leading features, coupled with an integrated user experience.

We also complement this Cyber Safety platform by [removed: adding] [added: offering] adjacent trust-based solutions, which enables people to live their digital lives without compromising their security, [removed: identity,] [added: identity] or privacy.

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

Norton 360 for Gamers is designed by gamers to help protect [removed: gamers,] [added: gamers;] we aim to provide the protection and features gamers need the most, while minimizing interruptions to gaming.

- Point solutions: [removed: Individual,] [added: Providing individual,] stand-alone products and services in security, [removed: identity,] [added: identity] and [removed: privacy – both] [added: privacy, which offers flexibility for consumers to choose between] free [removed: and] [added: or] paid solutions.

[removed: ][added: ]

[removed: They] [added: These offerings] monitor and block unauthorized traffic from the internet to the device to help protect private and sensitive information when customers are online.

For mobile devices, Norton 360 for Mobile alerts customers of risky apps, safeguards against fraudulent and malicious websites, identifies Wi-Fi networks that are under attack, enables stolen device [removed: recovery,] [added: recovery] and blocks unwanted spam and potential fraud calls.

We are uniquely positioned for driving the awareness of Cyber Safety for individuals, fueled by an increasingly connected world.

The user can become a member of our paid customer base if they choose to add specific premium solutions or upgrade to Avira Prime, a suite of security and privacy solutions across multiple platforms and devices.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

We embrace end-to-end customer experience and aim to continue to improve our Net Promoter Scores and overall customer satisfaction.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

We also have Norton Utilities Ultimate, a performance offering that optimizes Windows PC capabilities for faster, smoother and more secure internet browsing, gaming or content streaming.

This offering helps boost PC performance while also recovering lost files and protecting sensitive information.

Our Social Media Monitoring features help keep customers’ social media accounts safer by monitoring them for account takeovers, risky activity and inappropriate content.

Social Media Monitoring keeps a pulse on customers’ social media accounts, notifying them of suspected account compromise or potentially risky links in their account feed.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

Our AntiTrack product helps keep personal information and browsing activity private by blocking trackers and disguising digital fingerprints online.

This allows customers to browse anonymously and go beyond clearing cookies to obscure digital fingerprints.

Our Online Reputation Management solutions help extend and strengthen NortonLifeLock’s privacy capabilities and functionalities, such as the ability to manage online search results, personal branding and digital privacy.

These solutions can help our customers control their search results by promoting positive search results or suppressing incorrect search results, or help our customers protect their family’s privacy by hiding or removing sensitive personal information.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

We face global competition from a broad range of companies, including software vendors focusing on Cyber Safety solutions, operating system providers such as Apple, Google and Microsoft, and ‘pure play’ companies that currently specialize in one or a few particular segments of the market and many of which are expanding their product portfolios into different segments.

- Other Competitors: In addition to competition from independent software vendors such as Avast, Bitdefender, Kaspersky, McAfee and Trend Micro, and from OS providers such as Apple, Google and Microsoft, we also face competition from other companies that currently focus on one or a few Cyber Safety or adjacent segments but are developing additional competing products and expanding their portfolios into new segments, such as ‘pure play’ companies, ISPs, big tech platform providers, insurance companies and financial service organizations.

In addition, for individual solutions or features, smaller, well-funded competitors may be able to innovate and adapt more nimbly to the dynamic nature of the market and shift consumer needs.

Building a brand centered on trust is critically important, and our focus on corporate responsibility helps us earn trust from our users, employees, investors and shareholders.

As such, environmental, social and governance topics are core to our business strategy:

- Environment: Protecting our planet is fundamental to ensuring a safe and sustainable future.

We work to reduce greenhouse gas emissions from our operations through operational efficiencies, reduce the environmental footprint of our products across their lifecycle through innovative approaches to product development and packaging, promote high standards for environmental stewardship in our supply chain and engage with employees and environmental partners to amplify our work.

We believe we can contribute to a future where the natural world is thriving and call these efforts Environmental Stewardship.

Our community impact programs include employee volunteering and giving, product donations, signature programs that leverage our unique expertise in increasing digital safety literacy, and corporate philanthropic giving focused on digital safety education; diversity, equity, and inclusion; environmental action; and disaster response.

We also support diversity, equity, and inclusion and employee engagement, discussed in more detail in the Human Capital Management subsection.

- Governance: Governance covers many core operating principles overseen by the Nominating and Governance Committee of our Board of Directors.

This committee has oversight of Corporate Responsibility issues and receives quarterly updates on topics such as diversity, ethics, environmental stewardship and community investment.

Our global culture of responsibility, and the positive contributions we make to the customers, employees, communities, and other stakeholders that we serve drives value for our business.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

- Data Privacy and Protection: We safeguard our customer, partner and employee data and offer products, including Norton Privacy Monitor Assistant that help consumers protect their personal data wherever it is found.

Malicious phone and computer applications, known as stalkerware, are used to harass, control and harm people.

We are a founding member of the Coalition Against Stalkerware and donate products to victims to help keep their personal data protected.

We also provide Cyber Safety training to help empower victims and survivors to reduce their vulnerability.

Additional examples of our efforts include our partnership with the World Association of Girl Guides and Girl Scouts on the Surf Smart program to empower girls to keep themselves and others safe online and The Smart Talk, a free tool co-created in partnership with National PTA.

We do this by investing in high-impact, nonprofit organizations.

We have made a three-year commitment to the Reboot Representation tech coalition, which is dedicated to doubling the number of Black, Latina and Native American women graduating with computing degrees by 2025.

We also support Women4Cyber in Europe and the NASSCOM Foundation’s Cyber Security Skills Development Initiative for Women in India.

In fiscal 2022, approximately 62% of NortonLifeLock Foundation grants across all objectives had a focus on Diversity, Equity and Inclusion.

In fiscal 2021, we launched a virtual volunteer program with team building opportunities and joint events with our Diversity and Inclusion Communities.

We offer employees paid time off to volunteer, have an employee matching gift program and provide dollars-for-doers grants to encourage volunteer service.

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.

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

online privacy and prevent tracking by online advertisers and other companies.

If a member becomes a victim of identity theft, we provide a dedicated Identity Restoration Specialist to work with the customer until their case is closed.

- 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 products, emerging competition from ISPs, operating systems, insurance companies, and financial service organization.

We bring together our people, expertise, and technologies to support environmental, social, and governance (ESG) priorities that foster a safer and more sustainable future.

- Environment: we have a sharp focus on environmental performance.

- Governance: we operate with integrity with everything we do and celebrate diversity as a driver of innovation.

Our commitment to ESG is a critical anchor of our company’s mission and operating philosophy.

Our ESG mission is to bring together our team, expertise, and powerful technology to build a safe, inclusive, and sustainable future for people, their information, and the digital world.

- Data Privacy and Protection: Raise awareness of NortonLifeLock as a privacy leader.

- Environmental Stewardship: Establish NortonLifeLock as an environmentally responsible business.

At NortonLifeLock, our mission is to provide solutions for consumer Cyber Safety that defend against ever-evolving cyber threats, in a world that’s more connected than ever before.

- General Employee Demographics: As of April 2, 2021, we employed more than 2,800 employees in 26 countries worldwide, 1,216 in the U.S. and 1,592 in the rest of world.

Diversifying our workforce was a strategic talent goal for fiscal year 2021, and we have made progress in increasing representation.

As part of ongoing focus on employee and development, we have participated in McKinsey & Company’s Black Leadership Academy since November 2020 to help accelerate the progression of Black leaders in the company.

Participants attended either a three-month Black Executive Leadership Program, designed for senior leaders looking to further develop their leadership capabilities, or a six-month Management Accelerator, designed to support ongoing career progression for high performing early to mid-career managers.

- NLOK Communities: In FY21, we launched seven employee resource groups, called NLOK Communities, as a platform for communities of employees to come together as allies, to learn, support, mentor, and celebrate with one another.

We believe these groups play a vital role in helping create an inclusive work culture where everyone feels seen, heard, respected, and valued.

- Employee Development, Engagement and Training: Feedback from our employees is critical in designing and refining our human capital management strategy.

We regularly seek both candid and structured input from our employees by conducting a quarterly Ngage pulse survey on a targeted topic.

We are invested in providing a productive, supportive, and inclusive environment for our teams with a focus on learning and development across all levels where flexibility and choice are guiding principles.

Management will report security

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

For the Fiscal Year Ended April [removed: 2, 2021][added: 1, 2022]

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: 2, 2020] [added: 1, 2021] as reported on the Nasdaq Global Select Market: [removed: $6,903,176,338.][added: $9,832,405,362.]

The number of shares of NortonLifeLock common stock, $0.01 par value per share, outstanding as of May [removed: 11, 2021] [added: 19, 2022] was [removed: 579,944,942] [added: 580,064,068] shares.

Portions of the registrant’s definitive proxy statement for the [removed: 2021] [added: 2022] 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: 2, 2021.][added: 1, 2022.]

For the Fiscal Year Ended April [removed: 2, 2021][added: 1, 2022]

| [Item [removed: 1.](#ie8ec64cd93544c988a1393b8bf35b84e_16)] [added: 1.](#i466c97cf254044c48500f877fca34e2a_16)] | | | [removed: [Business](#ie8ec64cd93544c988a1393b8bf35b84e_16)] [added: [Business](#i466c97cf254044c48500f877fca34e2a_16)] | | | [removed: [4](#ie8ec64cd93544c988a1393b8bf35b84e_16)] [added: [4](#i466c97cf254044c48500f877fca34e2a_16)] | | |

| [Item [removed: 1A.](#ie8ec64cd93544c988a1393b8bf35b84e_19)] [added: 1A.](#i466c97cf254044c48500f877fca34e2a_19)] | | | [Risk [removed: Factors](#ie8ec64cd93544c988a1393b8bf35b84e_19)] [added: Factors](#i466c97cf254044c48500f877fca34e2a_19)] | | | [removed: [10](#ie8ec64cd93544c988a1393b8bf35b84e_19)] [added: [11](#i466c97cf254044c48500f877fca34e2a_19)] | | |

| [Item [removed: 1B.](#ie8ec64cd93544c988a1393b8bf35b84e_22)] [added: 1B.](#i466c97cf254044c48500f877fca34e2a_22)] | | | [Unresolved Staff [removed: Comments](#ie8ec64cd93544c988a1393b8bf35b84e_22)] [added: Comments](#i466c97cf254044c48500f877fca34e2a_22)] | | | [removed: [20](#ie8ec64cd93544c988a1393b8bf35b84e_22)] [added: [23](#i466c97cf254044c48500f877fca34e2a_22)] | | |

| [Item [removed: 2.](#ie8ec64cd93544c988a1393b8bf35b84e_25)] [added: 2.](#i466c97cf254044c48500f877fca34e2a_25)] | | | [removed: [Properties](#ie8ec64cd93544c988a1393b8bf35b84e_25)] [added: [Properties](#i466c97cf254044c48500f877fca34e2a_25)] | | | [removed: [20](#ie8ec64cd93544c988a1393b8bf35b84e_25)] [added: [23](#i466c97cf254044c48500f877fca34e2a_25)] | | |

| [Item [removed: 3.](#ie8ec64cd93544c988a1393b8bf35b84e_28)] [added: 3.](#i466c97cf254044c48500f877fca34e2a_28)] | | | [Legal [removed: Proceedings](#ie8ec64cd93544c988a1393b8bf35b84e_28)] [added: Proceedings](#i466c97cf254044c48500f877fca34e2a_28)] | | | [removed: [20](#ie8ec64cd93544c988a1393b8bf35b84e_28)] [added: [23](#i466c97cf254044c48500f877fca34e2a_28)] | | |

| [Item [removed: 4.](#ie8ec64cd93544c988a1393b8bf35b84e_31)] [added: 4.](#i466c97cf254044c48500f877fca34e2a_31)] | | | [Mine Safety [removed: Disclosures](#ie8ec64cd93544c988a1393b8bf35b84e_31)] [added: Disclosures](#i466c97cf254044c48500f877fca34e2a_31)] | | | [removed: [20](#ie8ec64cd93544c988a1393b8bf35b84e_31)] [added: [23](#i466c97cf254044c48500f877fca34e2a_31)] | | |

| [Item [removed: 5.](#ie8ec64cd93544c988a1393b8bf35b84e_37)] [added: 5.](#i466c97cf254044c48500f877fca34e2a_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie8ec64cd93544c988a1393b8bf35b84e_37)] [added: Securities](#i466c97cf254044c48500f877fca34e2a_37)] | | | [removed: [21](#ie8ec64cd93544c988a1393b8bf35b84e_37)] [added: [24](#i466c97cf254044c48500f877fca34e2a_37)] | | |

| [Item [removed: 7.](#ie8ec64cd93544c988a1393b8bf35b84e_43)] [added: 7.](#i466c97cf254044c48500f877fca34e2a_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie8ec64cd93544c988a1393b8bf35b84e_43)] [added: Operations](#i466c97cf254044c48500f877fca34e2a_43)] | | | [removed: [23](#ie8ec64cd93544c988a1393b8bf35b84e_43)] [added: [25](#i466c97cf254044c48500f877fca34e2a_43)] | | |

| [Item [removed: 7A.](#ie8ec64cd93544c988a1393b8bf35b84e_64)] [added: 7A.](#i466c97cf254044c48500f877fca34e2a_64)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ie8ec64cd93544c988a1393b8bf35b84e_64)] [added: Risk](#i466c97cf254044c48500f877fca34e2a_64)] | | | [removed: [33](#ie8ec64cd93544c988a1393b8bf35b84e_64)] [added: [34](#i466c97cf254044c48500f877fca34e2a_64)] | | |

| [Item [removed: 8.](#ie8ec64cd93544c988a1393b8bf35b84e_67)] [added: 8.](#i466c97cf254044c48500f877fca34e2a_67)] | | | [Financial Statements and Supplementary [removed: Data](#ie8ec64cd93544c988a1393b8bf35b84e_67)] [added: Data](#i466c97cf254044c48500f877fca34e2a_67)] | | | [removed: [35](#ie8ec64cd93544c988a1393b8bf35b84e_67)] [added: [35](#i466c97cf254044c48500f877fca34e2a_67)] | | |

| [Item [removed: 9.](#ie8ec64cd93544c988a1393b8bf35b84e_73)] [added: 9.](#i466c97cf254044c48500f877fca34e2a_70)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie8ec64cd93544c988a1393b8bf35b84e_73)] [added: Disclosure](#i466c97cf254044c48500f877fca34e2a_70)] | | | [removed: [35](#ie8ec64cd93544c988a1393b8bf35b84e_73)] [added: [35](#i466c97cf254044c48500f877fca34e2a_70)] | | |

| [Item [removed: 9A.](#ie8ec64cd93544c988a1393b8bf35b84e_76)] [added: 9A.](#i466c97cf254044c48500f877fca34e2a_73)] | | | [Controls and [removed: Procedures](#ie8ec64cd93544c988a1393b8bf35b84e_76)] [added: Procedures](#i466c97cf254044c48500f877fca34e2a_73)] | | | [removed: [35](#ie8ec64cd93544c988a1393b8bf35b84e_76)] [added: [35](#i466c97cf254044c48500f877fca34e2a_73)] | | |

| [Item [removed: 9B.](#ie8ec64cd93544c988a1393b8bf35b84e_79)] [added: 9B.](#i466c97cf254044c48500f877fca34e2a_76)] | | | [Other [removed: Information](#ie8ec64cd93544c988a1393b8bf35b84e_79)] [added: Information](#i466c97cf254044c48500f877fca34e2a_76)] | | | [removed: [35](#ie8ec64cd93544c988a1393b8bf35b84e_79)] [added: [35](#i466c97cf254044c48500f877fca34e2a_76)] | | |

| [PART [removed: III](#ie8ec64cd93544c988a1393b8bf35b84e_82)] [added: III](#i466c97cf254044c48500f877fca34e2a_79)] | | | | | | | | |

| [Item [removed: 10.](#ie8ec64cd93544c988a1393b8bf35b84e_85)] [added: 10.](#i466c97cf254044c48500f877fca34e2a_82)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie8ec64cd93544c988a1393b8bf35b84e_85)] [added: Governance](#i466c97cf254044c48500f877fca34e2a_82)] | | | [removed: [36](#ie8ec64cd93544c988a1393b8bf35b84e_85)] [added: [36](#i466c97cf254044c48500f877fca34e2a_82)] | | |

| [Item [removed: 11.](#ie8ec64cd93544c988a1393b8bf35b84e_88)] [added: 11.](#i466c97cf254044c48500f877fca34e2a_85)] | | | [Executive [removed: Compensation](#ie8ec64cd93544c988a1393b8bf35b84e_88)] [added: Compensation](#i466c97cf254044c48500f877fca34e2a_85)] | | | [removed: [36](#ie8ec64cd93544c988a1393b8bf35b84e_88)] [added: [36](#i466c97cf254044c48500f877fca34e2a_85)] | | |

| [Item [removed: 12.](#ie8ec64cd93544c988a1393b8bf35b84e_91)] [added: 12.](#i466c97cf254044c48500f877fca34e2a_88)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie8ec64cd93544c988a1393b8bf35b84e_91)] [added: Matters](#i466c97cf254044c48500f877fca34e2a_88)] | | | [removed: [36](#ie8ec64cd93544c988a1393b8bf35b84e_91)] [added: [36](#i466c97cf254044c48500f877fca34e2a_88)] | | |

| [Item [removed: 13.](#ie8ec64cd93544c988a1393b8bf35b84e_94)] [added: 13.](#i466c97cf254044c48500f877fca34e2a_91)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie8ec64cd93544c988a1393b8bf35b84e_94)] [added: Independence](#i466c97cf254044c48500f877fca34e2a_91)] | | | [removed: [36](#ie8ec64cd93544c988a1393b8bf35b84e_94)] [added: [36](#i466c97cf254044c48500f877fca34e2a_91)] | | |

| [Item [removed: 14.](#ie8ec64cd93544c988a1393b8bf35b84e_97)] [added: 14.](#i466c97cf254044c48500f877fca34e2a_94)] | | | [Principal Accounting Fees and [removed: Services](#ie8ec64cd93544c988a1393b8bf35b84e_97)] [added: Services](#i466c97cf254044c48500f877fca34e2a_94)] | | | [removed: [36](#ie8ec64cd93544c988a1393b8bf35b84e_97)] [added: [36](#i466c97cf254044c48500f877fca34e2a_94)] | | |

| [Item [removed: 15.](#ie8ec64cd93544c988a1393b8bf35b84e_103)] [added: 15.](#i466c97cf254044c48500f877fca34e2a_100)] | | | [Exhibits, Financial Statement [removed: Schedules](#ie8ec64cd93544c988a1393b8bf35b84e_103)] [added: Schedules](#i466c97cf254044c48500f877fca34e2a_100)] | | | [removed: [37](#ie8ec64cd93544c988a1393b8bf35b84e_103)] [added: [37](#i466c97cf254044c48500f877fca34e2a_100)] | | |

| [Item [removed: 16.](#ie8ec64cd93544c988a1393b8bf35b84e_208)] [added: 16.](#i466c97cf254044c48500f877fca34e2a_193)] | | | [Form 10-K [removed: Summary](#ie8ec64cd93544c988a1393b8bf35b84e_208)] [added: Summary](#i466c97cf254044c48500f877fca34e2a_193)] | | | [removed: [78](#ie8ec64cd93544c988a1393b8bf35b84e_208)] [added: [79](#i466c97cf254044c48500f877fca34e2a_193)] | | |

In addition, projections of our future financial performance; anticipated growth and trends in our businesses and in our industries; the anticipated impacts of acquisitions, restructurings, stock repurchases, and investment activities; the outcome or impact of pending litigation, claims or disputes; our intent to pay quarterly cash dividends in the future; plans for and anticipated benefits of our solutions; matters arising out of the ongoing U.S. Securities and Exchange Commission (the SEC) investigation; the impact of the COVID-19 pandemic on our [removed: business] operations and [removed: target markets;] [added: financial performance;] and other characterizations of future events or circumstances are forward-looking statements.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

| [PART I](#i466c97cf254044c48500f877fca34e2a_13) | | | | | | | | |

| [PART II](#i466c97cf254044c48500f877fca34e2a_34) | | | | | | | | |

| [Item 6.](#i466c97cf254044c48500f877fca34e2a_40) | | | [Reserved](#i466c97cf254044c48500f877fca34e2a_40) | | | [24](#i466c97cf254044c48500f877fca34e2a_40) | | |

| [Item 9C.](#i466c97cf254044c48500f877fca34e2a_1598) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i466c97cf254044c48500f877fca34e2a_1598) | | | [35](#i466c97cf254044c48500f877fca34e2a_76) | | |

| [PART IV](#i466c97cf254044c48500f877fca34e2a_97) | | | | | | | | |

| [Signatures](#i466c97cf254044c48500f877fca34e2a_196) | | | | | | [80](#i466c97cf254044c48500f877fca34e2a_196) | | |

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

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

| [PART I](#ie8ec64cd93544c988a1393b8bf35b84e_13) | | | | | | | | |

| [PART II](#ie8ec64cd93544c988a1393b8bf35b84e_34) | | | | | | | | |

| [Item 6.](#ie8ec64cd93544c988a1393b8bf35b84e_40) | | | [Selected Financial Data](#ie8ec64cd93544c988a1393b8bf35b84e_40) | | | [22](#ie8ec64cd93544c988a1393b8bf35b84e_40) | | |

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

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

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

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

As of April [removed: 2, 2021,] [added: 1, 2022,] there were [removed: 1,538] [added: 1,484] 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, [removed: brokers,] [added: brokers] and other financial institutions.

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: 2, 2021] [added: 1, 2022] (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: 2016] [added: 2017] and the reinvestment of all dividends).

[removed: ][added: ]

As of April [removed: 2, 2021,] [added: 1, 2022,] we had [removed: $274] [added: $1,774] million remaining authorized to be completed in future [removed: periods.][added: periods with no expiration date.]

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

[removed: Stock repurchases] [added: No shares were repurchased] during the three months ended April [removed: 2, 2021, were as follows:][added: 1, 2022.]

The authorization does not have an expiration date.

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

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

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

| 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 | |

| Total number of shares repurchased | | | 7 | | | | | | | | | | | | 7 | | | | | | | | |

(1) The number of shares purchased is reported on trade date.

Repurchases of 1 million shares, which were executed prior to January 2, 2021, settled during the period of January 2, 2021 to January 29, 2021.

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

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

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

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)

[removed: There] [added: In addition, there] were no material retrospective changes to any quarters in the two most recent fiscal years that would require [removed: this] [added: supplementary] disclosure.

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.

Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this [removed: report.][added: Annual Report on Form 10-K.]

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: 2, 2021,] [added: 1, 2022,] 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: 2, 2021,] [added: 1, 2022,] 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 [removed: reporting] [added: reporting,] as of April [removed: 2, 2021] [added: 1, 2022,] 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 [removed: were] [added: was] no [removed: changes] [added: change] in our internal control over financial reporting [added: that occurred] during the quarter ended April [removed: 2, 2021,] [added: 1, 2022,] that [removed: have] [added: has] materially affected, or [removed: are] [added: is] 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.

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

PART III

Not applicable.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

PART III

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: 2021] [added: 2022] Annual Meeting to be filed with the SEC within 120 days of the fiscal year ended April [removed: 2, 2021] [added: 1, 2022] (the [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Our independent registered public accounting firm is KPMG, LLC, Santa Clara, CA, Auditor Firm ID: 185.

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

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

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ie8ec64cd93544c988a1393b8bf35b84e_106)] [added: Firm](#i466c97cf254044c48500f877fca34e2a_103)] | | | [removed: [38](#ie8ec64cd93544c988a1393b8bf35b84e_106)] [added: [38](#i466c97cf254044c48500f877fca34e2a_103)] | | |

| | | | [Consolidated Balance [removed: Sheets](#ie8ec64cd93544c988a1393b8bf35b84e_109)] [added: Sheets](#i466c97cf254044c48500f877fca34e2a_106)] | | | [removed: [40](#ie8ec64cd93544c988a1393b8bf35b84e_109)] [added: [40](#i466c97cf254044c48500f877fca34e2a_106)] | | |

| | | | [Consolidated Statements of [removed: Operations](#ie8ec64cd93544c988a1393b8bf35b84e_115)] [added: Operations](#i466c97cf254044c48500f877fca34e2a_109)] | | | [removed: [41](#ie8ec64cd93544c988a1393b8bf35b84e_115)] [added: [41](#i466c97cf254044c48500f877fca34e2a_109)] | | |

| | | | [Consolidated Statements of Comprehensive Income [removed: (Loss)](#ie8ec64cd93544c988a1393b8bf35b84e_118)] [added: (Loss)](#i466c97cf254044c48500f877fca34e2a_112)] | | | [removed: [42](#ie8ec64cd93544c988a1393b8bf35b84e_118)] [added: [42](#i466c97cf254044c48500f877fca34e2a_112)] | | |

| | | | [Consolidated Statements of Stockholders’ Equity [removed: (Deficit)](#ie8ec64cd93544c988a1393b8bf35b84e_121)] [added: (Deficit)](#i466c97cf254044c48500f877fca34e2a_115)] | | | [removed: [43](#ie8ec64cd93544c988a1393b8bf35b84e_121)] [added: [43](#i466c97cf254044c48500f877fca34e2a_115)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#ie8ec64cd93544c988a1393b8bf35b84e_127)] [added: Flows](#i466c97cf254044c48500f877fca34e2a_118)] | | | [removed: [44](#ie8ec64cd93544c988a1393b8bf35b84e_127)] [added: [44](#i466c97cf254044c48500f877fca34e2a_118)] | | |

| | | | [Notes to the Consolidated Financial [removed: Statements](#ie8ec64cd93544c988a1393b8bf35b84e_130)] [added: Statements](#i466c97cf254044c48500f877fca34e2a_121)] | | | [removed: [45](#ie8ec64cd93544c988a1393b8bf35b84e_130)] [added: [45](#i466c97cf254044c48500f877fca34e2a_121)] | | |

| | | | [Note 1. Description of Business and Significant Accounting [removed: Policies](#ie8ec64cd93544c988a1393b8bf35b84e_133)] [added: Policies](#i466c97cf254044c48500f877fca34e2a_124)] | | | [removed: [45](#ie8ec64cd93544c988a1393b8bf35b84e_133)] [added: [45](#i466c97cf254044c48500f877fca34e2a_124)] | | |

| | | | [Note 2. Recent Accounting [removed: Standards](#ie8ec64cd93544c988a1393b8bf35b84e_139)] [added: Standards](#i466c97cf254044c48500f877fca34e2a_127)] | | | [removed: [49](#ie8ec64cd93544c988a1393b8bf35b84e_139)] [added: [50](#i466c97cf254044c48500f877fca34e2a_127)] | | |

| | | | [Note 3. Divestitures, Discontinued Operations and Assets Held for [removed: Sale](#ie8ec64cd93544c988a1393b8bf35b84e_142)] [added: Sale](#i466c97cf254044c48500f877fca34e2a_130)] | | | [removed: [50](#ie8ec64cd93544c988a1393b8bf35b84e_142)] [added: [50](#i466c97cf254044c48500f877fca34e2a_130)] | | |

| | | | [Note 6. Goodwill and Intangible [removed: Assets](#ie8ec64cd93544c988a1393b8bf35b84e_151)] [added: Assets](#i466c97cf254044c48500f877fca34e2a_139)] | | | [removed: [52](#ie8ec64cd93544c988a1393b8bf35b84e_151)] [added: [53](#i466c97cf254044c48500f877fca34e2a_139)] | | |

| | | | [Note 7. Supplementary [removed: Information](#ie8ec64cd93544c988a1393b8bf35b84e_154)] [added: Information](#i466c97cf254044c48500f877fca34e2a_142)] | | | [removed: [53](#ie8ec64cd93544c988a1393b8bf35b84e_154)] [added: [54](#i466c97cf254044c48500f877fca34e2a_142)] | | |

| | | | [Note 8. Financial Instruments and Fair Value [removed: Measurements](#ie8ec64cd93544c988a1393b8bf35b84e_157)] [added: Measurements](#i466c97cf254044c48500f877fca34e2a_145)] | | | [removed: [55](#ie8ec64cd93544c988a1393b8bf35b84e_157)] [added: [56](#i466c97cf254044c48500f877fca34e2a_145)] | | |

| | | | [Note 10. [removed: Debt](#ie8ec64cd93544c988a1393b8bf35b84e_163)] [added: Debt](#i466c97cf254044c48500f877fca34e2a_151)] | | | [removed: [57](#ie8ec64cd93544c988a1393b8bf35b84e_163)] [added: [58](#i466c97cf254044c48500f877fca34e2a_151)] | | |

| | | | [Note 11. [removed: Derivatives](#ie8ec64cd93544c988a1393b8bf35b84e_169)] [added: Derivatives](#i466c97cf254044c48500f877fca34e2a_157)] | | | [removed: [59](#ie8ec64cd93544c988a1393b8bf35b84e_169)] [added: [61](#i466c97cf254044c48500f877fca34e2a_157)] | | |

| | | | [Note 12. [removed: Restructuring, Transition] [added: Restructuring] and Other [removed: Costs](#ie8ec64cd93544c988a1393b8bf35b84e_172)] [added: Costs](#i466c97cf254044c48500f877fca34e2a_160)] | | | [removed: [60](#ie8ec64cd93544c988a1393b8bf35b84e_172)] [added: [61](#i466c97cf254044c48500f877fca34e2a_160)] | | |

| | | | [Note 13. Income [removed: Taxes](#ie8ec64cd93544c988a1393b8bf35b84e_175)] [added: Taxes](#i466c97cf254044c48500f877fca34e2a_163)] | | | [removed: [62](#ie8ec64cd93544c988a1393b8bf35b84e_175)] [added: [63](#i466c97cf254044c48500f877fca34e2a_163)] | | |

| | | | [Note 14. Stockholders’ [removed: Equity](#ie8ec64cd93544c988a1393b8bf35b84e_178)] [added: Equity](#i466c97cf254044c48500f877fca34e2a_166)] | | | [removed: [64](#ie8ec64cd93544c988a1393b8bf35b84e_178)] [added: [65](#i466c97cf254044c48500f877fca34e2a_166)] | | |

| | | | [Note 15. Stock-Based Compensation and Other Benefit [removed: Plans](#ie8ec64cd93544c988a1393b8bf35b84e_184)] [added: Plans](#i466c97cf254044c48500f877fca34e2a_169)] | | | [removed: [65](#ie8ec64cd93544c988a1393b8bf35b84e_184)] [added: [66](#i466c97cf254044c48500f877fca34e2a_169)] | | |

| | | | [Note 16. Net Income Per [removed: Share](#ie8ec64cd93544c988a1393b8bf35b84e_190)] [added: Share](#i466c97cf254044c48500f877fca34e2a_172)] | | | [removed: [68](#ie8ec64cd93544c988a1393b8bf35b84e_190)] [added: [69](#i466c97cf254044c48500f877fca34e2a_172)] | | |

| | | | [Note 17. Segment and Geographic [removed: Information](#ie8ec64cd93544c988a1393b8bf35b84e_193)] [added: Information](#i466c97cf254044c48500f877fca34e2a_175)] | | | [removed: [69](#ie8ec64cd93544c988a1393b8bf35b84e_193)] [added: [70](#i466c97cf254044c48500f877fca34e2a_175)] | | |

| | | | [Note 18. Commitments and [removed: Contingencies](#ie8ec64cd93544c988a1393b8bf35b84e_196)] [added: Contingencies](#i466c97cf254044c48500f877fca34e2a_178)] | | | [removed: [70](#ie8ec64cd93544c988a1393b8bf35b84e_196)] [added: [71](#i466c97cf254044c48500f877fca34e2a_178)] | | |

| 2. | | | [Exhibits: The information required by this Item is set forth in the Exhibit Index that precedes the signature page of this Annual [removed: Report.](#ie8ec64cd93544c988a1393b8bf35b84e_205)] [added: Report.](#i466c97cf254044c48500f877fca34e2a_190)] | | | [removed: [73](#ie8ec64cd93544c988a1393b8bf35b84e_205)] [added: [74](#i466c97cf254044c48500f877fca34e2a_190)] | | |

We have audited the accompanying consolidated balance sheets of NortonLifeLock Inc. and subsidiaries (the Company) as of April [removed: 2, 2021] [added: 1, 2022] and April [removed: 3, 2020,] [added: 2, 2021,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended April [removed: 2, 2021,] [added: 1, 2022,] 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: 2, 2021,] [added: 1, 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April [removed: 2, 2021] [added: 1, 2022] and April [removed: 3, 2020,] [added: 2, 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended April [removed: 2, 2021,] [added: 1, 2022,] 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: 2, 2021] [added: 1, 2022] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

[removed: The communication of a critical audit 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 matter below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit matter or on the accounts or disclosures to which it relates.

As discussed in Notes 1 and 13 to the consolidated financial statements, as of April [removed: 2, 2021] [added: 1, 2022] the Company recognized uncertain tax positions.

As of April [removed: 2, 2021,] [added: 1, 2022,] the Company has recorded a liability for gross unrecognized tax benefits, of [removed: $558] [added: $527] million.

● Performing an assessment of the Company’s tax positions and comparing the results [removed: of] [added: to] the Company’s assessment.

| | | | April [added: 1, 2022 | | | | | | April] 2, 2021 | | | | | | April 3, 2020 | | |

| [removed: Cash] [added: Beginning cash] and cash equivalents | | | [removed: $ |] 933 | | | | | [removed: $] | 2,177 | | [added: | | | | 1,791 | | |]

| Short-term investments | | | [removed: 18] [added: 4] | | | | | | [removed: 86] [added: 18] | | |

| Accounts receivable, net | | | [removed: 117] [added: 120] | | | | | | [removed: 111] [added: 117] | | |

| Other current assets | | | [removed: 237] [added: 193] | | | | | | [removed: 435] [added: 237] | | |

| Assets held for sale | | | [removed: 233] [added: 56] | | | | | | [removed: 270] [added: 233] | | |

| Total current assets | | | [removed: 1,538] [added: 2,260] | | | | | | [removed: 3,079] [added: 1,538] | | |

| | | | [Note 4. Business Combinations](#i466c97cf254044c48500f877fca34e2a_133) | | | [52](#i466c97cf254044c48500f877fca34e2a_133) | | |

| | | | [Note 5. Revenues](#i466c97cf254044c48500f877fca34e2a_136) | | | [53](#i466c97cf254044c48500f877fca34e2a_136) | | |

| | | | [Note 9. Leases](#i466c97cf254044c48500f877fca34e2a_148) | | | [57](#i466c97cf254044c48500f877fca34e2a_148) | | |

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

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

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

| Income tax expense (benefit) | | | 206 | | | | | | 176 | | | | | | 241 | | |

| Net income (loss) | | | $ | 836 | | | | | $ | 554 | | | | | $ | 3,887 | |

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

[Table of Conten](#i466c97cf254044c48500f877fca34e2a_7)[ts](#i466c97cf254044c48500f877fca34e2a_7)

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

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

| Net income | | | $ | 836 | | | | | $ | 554 | | | | | $ | 3,887 | |

| Proceeds from the sale of property | | | 355 | | | | | | 218 | | | | | | — | | |

Our portfolio provides protection across three Cyber Safety categories, including security, identity protection and online privacy.

Fiscal 2022, 2021 and 2020 in this report refers to fiscal years ended April 1, 2022, April 2, 2021, and April 3, 2020, respectively.

We may elect to measure certain investments at fair value, for which we utilize third-party valuation specialists at least annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate a change in the fair value of the investment.

In fiscal 2022, based on our qualitative assessments, we concluded that it is more likely than not that the fair values are more than their carrying values.

| Customer B | | | 13 | | % | | | | 9 | | % |

*Business Combinations, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.* In October 2021, the FASB issued new guidance which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, *Revenue from Contracts with Customers*.

Historically, such amounts were recognized by the acquirer at fair value in acquisition accounting.

This new guidance results in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree.

On October 2, 2021, the first day of the third quarter of fiscal 2022, we elected to early adopt this guidance retrospectively for all acquisitions in fiscal 2022 and going forward.

*Debt with Conversion and Other Options*.

During fiscal 2021, in connection with Broadcom sale, we recognized costs for severance and termination benefits as part of our November 2019 restructuring plan.

These activities were completed during fiscal 2021.

There was no discontinued operations activity during the year ended April 1, 2022.

There was no discontinued operations activity during the year ended April 1, 2022.

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

We recognized a gain of $175 million on the sale.

In conjunction with the sale, we signed a 7-year leaseback agreement for a portion of the property.

As a result, we recognized an impairment of $2 million, which was included in restructuring costs, representing the difference between the estimated net sales price and the carrying value of one of our properties.

Note 4. Business Combinations

Proposed Merger with Avast

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

The Proposed Merger will be implemented by means of a court-sanctioned scheme of arrangement under the UK Companies Act 2006, as amended (the Scheme), and remains subject to a certain number of conditions.

Under the terms of the Proposed Merger, Avast shareholders will be entitled to elect to receive, for each ordinary share of Avast held, in respect of their entire holding of Avast shares, either: (i) $7.61 in cash and 0.0302 of a new share of our common stock (such option, the Majority Cash Option); or (ii) $2.37 in cash and 0.1937 of a new share of our common stock (such option, the Majority Stock Option).

Based on our undisturbed closing share price of $27.20 on July 13, 2021, and depending on the Avast shareholder elections, the estimated purchase price range for the Avast shares under the Proposed Merger is $8.1 billion to $8.6 billion.

| | | | | | | | | |

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

| | | | [Note 4. Acquisitions](#ie8ec64cd93544c988a1393b8bf35b84e_145) | | | [52](#ie8ec64cd93544c988a1393b8bf35b84e_145) | | |

| | | | [Note 5. Revenues](#ie8ec64cd93544c988a1393b8bf35b84e_148) | | | [52](#ie8ec64cd93544c988a1393b8bf35b84e_148) | | |

| | | | [Note 9. Leases](#ie8ec64cd93544c988a1393b8bf35b84e_160) | | | [56](#ie8ec64cd93544c988a1393b8bf35b84e_160) | | |

| | | | [Note 19. Subsequent Events](#ie8ec64cd93544c988a1393b8bf35b84e_1816) | | | [73](#ie8ec64cd93544c988a1393b8bf35b84e_1816) | | |

[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.

May 21, 2021

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

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

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

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

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

| Balance as of March 30, 2018 | | | 624 | | | | | | $ | 4,691 | | | | | $ | 4 | | | | | $ | 328 | | | | | $ | 5,023 | |

| Cumulative effect from adoption of accounting standards | | | — | | | | | | — | | | | | | — | | | | | | 939 | | | | | | 939 | | |

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

| Repurchase of common stock | | | (304) | | | | | | (1,581) | | | | | | (234) | | |

We recognize the costs in our Consolidated

*Credit Losses.* In June 2016, the Financial Accounting Standards Board (FASB) issued new authoritative guidance on credit losses which changes the impairment model for most financial assets and certain other instruments.

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.

*Internal-Use Software.* In August 2018, the FASB issued new guidance that clarifies the accounting for implementation costs in a cloud computing arrangement.

The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

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

improve consistent application.

The standard will be effective for us in our first quarter of fiscal 2023, with early adoption permitted beginning in the first quarter of fiscal 2022.

*Reference Rate Reform*.

Our discontinued operations consist of our divested Enterprise Security assets and results of our previously divested Veritas information management business (Veritas).

There was no income from Veritas during fiscal 2021 and 2020.

During fiscal 2019, revenue from Veritas was $13 million and income from Veritas, net of taxes was $15 million.

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

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

The preliminary goodwill of $269 million arising from the acquisition is attributed to the expected synergies, including future cost efficiencies, and other benefits that are expected to be generated by combining Avira and NortonLifeLock.

Substantially all of the goodwill recognized is expected to be deductible for tax purposes.

| Balance as of March 29, 2019 | | | $ | 2,677 | |

| Divestitures | | | (88) | | |

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

| 2022 | | | $ | 119 | |

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: 21st] [added: 20th] day of May [removed: 2021.][added: 2022.]

| /s/ Vincent Pilette | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | May [removed: 21, 2021] [added: 20, 2022] | | |

| /s/ Natalie Derse | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | May [removed: 21, 2021] [added: 20, 2022] | | |

| /s/ Frank E. Dangeard | | | | | | Chairman of the Board | | | | | | May [removed: 21, 2021] [added: 20, 2022] | | |

| /s/ Sue Barsamian | | | | | | Director | | | | | | May [removed: 21, 2021] [added: 20, 2022] | | |

| /s/ Eric K. Brandt | | | | | | Director | | | | | | May [removed: 21, 2021] [added: 20, 2022] | | |

| /s/ Nora Denzel | | | | | | Director | | | | | | May [removed: 21, 2021] [added: 20, 2022] | | |

| /s/ Peter A. Feld | | | | | | Director | | | | | | May [removed: 21, 2021] [added: 20, 2022] | | |

| /s/ Kenneth Y. Hao | | | | | | Director | | | | | | May [removed: 21, 2021] [added: 20, 2022] | | |

| /s/ Emily Heath | | | | | | Director | | | | | | May [removed: 21, 2021] [added: 20, 2022] | | |

| /s/ Sherrese M. Smith | | | | | | Director | | | | | | May [removed: 21, 2021] [added: 20, 2022] | | |