Gen Digital (GEN) 10-K risk factor changes: FY2023 vs FY2022

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

We believe that we [removed: also] must [removed: continue to] dedicate [removed: a] significant [removed: amount of] resources to our research and development efforts to [removed: decrease our reliance] [added: deliver innovative market competitive products and avoid being reliant] on third [removed: parties.][added: party technology and products.]

[removed: Additionally, we] [added: We] must continually address the challenges of dynamic and accelerating market trends and competitive developments.

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

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

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

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

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

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

We face competition from a broad range of companies, including software vendors focusing on Cyber Safety [removed: solutions,] [added: solutions such as Bitdefender, Kapersky, McAfee and Trend Micro,] operating system providers such as Apple, Google and Microsoft, and [removed: ‘pure play’] companies [added: such as Nord, Life360, Last Pass and others] 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.

Many of these competitors offer solutions or are currently developing solutions that directly compete with [added: some or all of] our offerings.

Our competitive position could be adversely affected by the functionality incorporated into these products rendering our existing solutions [removed: obsolete.][added: obsolete and therefore causing us to fail to meet customer expectations.]

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

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

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

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

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

The intense competition we face, in addition to general and economic business [removed: conditions, can] [added: conditions (including economic volatility, recent bank failures, and increased inflation and interest rates, among other things), may] put pressure on us to change our pricing practices.

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

Similarly, if external factors, such as economic [removed: conditions or] [added: conditions,] market trends, [added: or business combinations] require us to raise our prices, our ability to acquire new customers and retain existing customers may be diminished.

[removed: Although we did not] [added: We may] experience a material increase in cancellations by customers or a material reduction in our retention rate in [removed: fiscal 2021 or fiscal 2022, 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 [removed: the COVID-19 pandemic.][added: inflation, changes in interest rates, or other macroeconomic events.]

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

Many of Avira’s [added: and Avast’s] users are freemium subscribers, meaning they do not pay for its basic services.

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

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

A portion of our revenues is derived from sales through indirect channels, including, but not limited to, distributors that sell our products to end-users and other resellers, and [removed: OEM] partners that incorporate our products into, or bundle our products with, their products.

These channels involve [removed: a number of] risks, including:

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

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

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

- The [removed: continued] consolidation of online sales through a small number of larger channels has been increasing, which could reduce the channels available for online distribution of our solutions; and

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

Our revenue and operating results depend significantly on our ability to retain our existing [removed: customers,] [added: customers and expand sales to them,] convert existing non-paying customers to paying [removed: customers,] [added: customers] and add new customers.

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

- Changes in auto-renewal [added: and other consumer protection] regulations;

- Our customer service and responsiveness to the needs of our customers; [removed: and]

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

Declining customer retention rates could cause our revenue to grow more slowly than expected or [removed: decline;] [added: 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 Broadcom [removed: sale) and] [added: sale),] in January 2021, we completed the acquisition of [removed: Avira.][added: Avira, and in September 2022, we completed the Merger with Avast.]

These activities [removed: can] [added: have and may continue to] involve a number of risks and challenges, including:

- Availability of engineering and technical talent;

Some of our competitors have greater financial, technical, marketing, or other resources than we do, including in new Cyber Safety and digital life segments.

Similarly, they could gain market share from us if these partners promote our competitors’ solutions or their own solutions more than our solutions.

We cannot be sure that we will accurately predict how the markets in which we compete or intend to compete will evolve.

Failure on our part to anticipate changes in our markets and to develop solutions and enhancements that meet the demands of those markets or to effectively compete against our competitors will significantly impair our business, financial condition, results of operations, and cash flows.

Macroeconomic factors, such as rising inflation and interest rates, and capital market volatility could negatively influence our future acquisition opportunities.

It is important to our business that we retain existing customers and that our customers expand their use of our solutions over time.

- The quality and efficacy of our third-party partners who assist us in renewing customers’ subscriptions.

In addition, our ability to generate revenue and maintain or improve our results of operations partly depends on our ability to cross-sell our solutions to our existing customers and to convert existing non-paying customers to paying customers.

We may not be successful in cross-selling our solutions because our customers may find our additional solutions unnecessary or unattractive.

Our failure to sell additional solutions to our existing customers could adversely affect our ability to grow our business.

An important part of our growth strategy involves continued investment in direct marketing efforts, indirect partner distribution channels, freemium channels, our sales force, and infrastructure to add new customers.

The number and rate at which new customers purchase our products and services depends on a number of factors, including those outside of our control, such as customers’ perceived need for our solutions, competition, general economic conditions, market transitions, product obsolescence, technological change, public awareness of security threats to IT systems, macroeconomic conditions, and other factors.

These new customers, if any, may renew their subscriptions at lower rates than we have experienced in the past, which could affect our financial results.

Additionally, there are inherent challenges in measuring the usage of our products and solutions across our brands, platforms, regions, and internal systems, and therefore, calculation methodologies for direct customer counts may differ, which may impact our ability to measure the addition of new customers.

The methodologies used to measure these metrics require

judgment and are also susceptible to algorithms or other technical errors.

We continually seek to improve our estimates of our user base, and these estimates are subject to change due to improvements or revisions to our methodology.

From time to time, we review our metrics and may discover inaccuracies or make adjustments to improve their accuracy, which can result in adjustments to our historical metrics.

Our ability to recalculate our historical metrics may be impacted by data limitations or other factors that require us to apply different methodologies for such adjustments.

Additionally, our results of operations and cash flows are subject to fluctuations due to inflation, changes in foreign currency exchange rates relative to U.S. dollars, our reporting currency, and changes in interest rates.

Growth in our international operations will incrementally increase our exposure to foreign currency fluctuations as well as volatile market conditions, including the weakening of foreign currencies relative to USD, which has and may in the future negatively affect our revenue expressed in USD.

Volatile market conditions related to Russia’s invasion of Ukraine and retaliatory sanctions against the Russian Federation and Belarus, and other global or macroeconomic events have, at times, and may in the future negatively impact our results of operations and cash flows.

Finally, in January 2021, we acquired Germany-based Avira and in September 2022, we completed the Merger with Avast.

- Multiple and possibly overlapping tax regimes.

The expansion of our existing international operations and entry into additional international markets has required and will continue to require significant management attention and financial resources.

These increased costs may increase our cost of acquiring international customers, which may delay our ability to achieve profitability or reduce our profitability in the future.

We may also face pressure to lower our prices in order to compete in emerging markets, which could adversely affect revenue derived from our international operations.

Our business has not been materially impacted to date by Russia’s invasion of Ukraine and retaliatory sanctions against the Russian Federation and Belarus; however, it is not possible to predict the broader consequences of this conflict or other conflicts that may arise in the future, which could include geopolitical instability and uncertainty; adverse impacts on global and regional economic conditions and financial markets, including significant volatility in credit, capital, and currency markets; reduced economic activity; changes in laws and regulations affecting our business, including further sanctions or counter-sanctions which may be enacted; and increased cybersecurity threats and concerns.

The ultimate extent to which Russia’s invasion of Ukraine or other future conflicts may negatively impact our business, financial condition and results of operations will depend on future developments, which are highly uncertain, difficult to predict and subject to change.

As a result of the Merger with Avast, we have expanded our leadership team.

In addition, we face the risk of cyberattacks by nation-states and state-sponsored actors.

These attacks may target us, our partners, suppliers, vendors or customers.

There is no guarantee that these issues will not ultimately result in significant legal, financial, and reputational harm, including government inquiries, enforcement actions, litigation, and negative publicity.

There is also no guarantee that a series of issues may not be determined to be material at a later date in the aggregate, even if they may not be material individually at the time of their occurrence.

Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters.

The focus from regulators, customers, certain investors, employees, and other stakeholders concerning environmental, social and governance (ESG) matters and related disclosures, both in the United States and internationally, have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting ESG-related requirements and expectations.

For example, developing and acting on ESG-related initiatives and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, including the SEC’s proposed climate-related reporting requirements.

We communicate certain ESG-related initiatives, goals, and/or commitments regarding environmental matters, diversity, responsible sourcing and social investments, and other matters, on our website, in our filings with the SEC, and elsewhere.

These initiatives, goals, or commitments could be difficult to achieve and costly to implement, the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we could be criticized for the accuracy, adequacy or completeness of the disclosure.

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)

RISKS RELATED TO COVID-19

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

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

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.

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

Nevertheless, as 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.

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.

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 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, customers and the overall demand for our products, partners and third-party service providers.

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

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

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

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

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

RISKS RELATED TO OUR SOLUTIONS

- In [removed: May 2021,] [added: August 2022,] we settled the [removed: $250] [added: $525] million principal and conversion rights of [removed: the] [added: our] New [removed: 2.5%] [added: 2.0%] Convertible [removed: Senior] Notes in cash.

The aggregate settlement amount of [removed: $364] [added: $630] million was based on [removed: $24.40] [added: $20.41] per underlying share into which the [removed: 2.5%] [added: New 2.0%] Convertible Notes were convertible.

The [removed: extinguishment] [added: repayments] resulted in an adjustment to stockholders’ equity of [removed: $112 million and a loss on extinguishment of $2] [added: $100] million.

[removed: Proposed Merger] [added: Merger] with Avast

[removed: In conjunction with] [added: Upon close of] the [removed: Proposed Merger, on August 10, 2021,] [added: Merger with Avast,] we entered into [removed: an agreement (as amended,] the [removed: Interim Facilities] [added: Amended and Restated Credit Agreement (Credit] Agreement) with certain financial institutions, in which they agreed to provide us with (i) a [removed: $3,600] [added: $1,500] million [removed: term loan interim] [added: revolving credit] facility [removed: B (the Interim Facility B),] [added: (Revolving Facility),] (ii) [removed: $750] [added: a $3,910] million term loan [removed: interim] [added: A] facility [removed: A1 (the Interim Facility A1) and $3,500] [added: (Term A Facility), (iii) a $3,690] million term loan [removed: interim] [added: B] facility [removed: A2 (the Interim Facility A2),] [added: (Term B Facility)] and [removed: (iii)] [added: (iv)] a [removed: $1,500] [added: $750] million [removed: interim revolving facility (the Interim Revolving Facility)] [added: tranche A bridge loan (Bridge Loan)] (collectively, the [removed: 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.][added: senior credit facilities).]

The [removed: Facilities] [added: Credit] Agreement [removed: will replace] [added: replaced] the existing credit [removed: facility agreement] [added: facilities] upon the close of the transaction.

Fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] in this report refers to fiscal years ended [added: March 31, 2023,] April 1, [removed: 2022, April 2, 2021] [added: 2022] and April [removed: 3, 2020, respectively.][added: 2, 2021, respectively, each of which was a 52-week year.]

The following table provides our key financial metrics for fiscal [removed: 2022] [added: 2023] compared with fiscal [removed: 2021:][added: 2022:]

| (In millions, except for per share amounts) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net revenues | | | $ | [removed: 2,796] [added: 3,338] | | | | | $ | [removed: 2,551] [added: 2,796] | |

| Operating income (loss) | | | $ | [removed: 1,005] [added: 1,227] | | | | | $ | [removed: 896] [added: 1,005] | |

| [removed: Income] [added: Effective tax rate on income] (loss) from continuing operations | | | [removed: $] [added: (68)] | [removed: 836] | [added: %] | | | | [removed: $] [added: 20] | [removed: 696] | [added: %] | [added: | | | | | |]

| Net income (loss) | | | $ | [removed: 836] [added: 1,349] | | | | | $ | [removed: 554] [added: 836] | |

| Net income (loss) per share [removed: from continuing operations] - diluted | | | $ | [removed: 1.41] [added: 2.16] | | | | | $ | [removed: 1.16] [added: 1.41] | |

| Net cash provided by (used in) operating activities | | | $ | [removed: 974] [added: 757] | | | | | $ | [removed: 706] [added: 974] | |

| [removed: (in] [added: (In] millions) | | | [removed: April 1, 2022] [added: March 31, 2023] | | | | | | April [removed: 2, 2021] [added: 1, 2022] | | |

| Cash, cash equivalents and short-term investments | | | $ | [removed: 1,891] [added: 750] | | | | | $ | [removed: 951] [added: 1,891] | |

| Contract liabilities | | | $ | [removed: 1,306] [added: 1,788] | | | | | $ | [removed: 1,265] [added: 1,306] | |

[removed: -] Net revenues increased [removed: $245] [added: $542] million, [added: primarily] due to [removed: higher sales] [added: a $406 million increase] in [removed: both] [added: sales] of our consumer security products and [added: a $117 million increase in sales of] our identity and protection products.

CRITICAL ACCOUNTING [removed: POLICIES AND] ESTIMATES

Management believes that the accounting estimates [removed: employed,] [added: employed] and the resulting amounts are reasonable; however, actual results may differ from these estimates.

Making estimates and judgments about future events is inherently unpredictable and is subject to significant [removed: uncertainties, some of which are beyond our control.]

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

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

Third-party valuation specialists are [removed: also] utilized for certain estimates.

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 [removed: 2, 2021] [added: 1, 2022] for year-over-year comparisons of the results of operation between fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020] [added: 2021] as well as discussion of fiscal [removed: 2020] [added: 2021] performance metrics and cash flow activity, all of which are incorporated herein by reference.

| | | | Fiscal Year [added: (2)] | | | | | | | | | | | | | | |

| Cost of revenues | | | [removed: 15] [added: 18] | | [removed: %] | | | | [removed: 14] [added: 15] | | [removed: %] | | | | | | |

| Gross profit | | | [removed: 85] [added: 82] | | [removed: %] | | | | [removed: 86] [added: 85] | | [removed: %] | | | | | | |

| Sales and marketing | | | [removed: 22] [added: 20] | | [removed: %] | | | | [removed: 23] [added: 22] | | [removed: %] | | | | | | |

| Research and development | | | 9 | | [removed: %] | | | | [removed: 10] [added: 9] | | [removed: %] | | | | | | |

| General and administrative | | | [removed: 14] [added: 9] | | [removed: %] | | | | [removed: 8] [added: 14] | | [removed: %] | | | | | | |

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

| Restructuring and other costs | | | [removed: 1] [added: 2] | | [removed: %] | | | | [removed: 6] [added: 1] | | [removed: %] | | | | | | |

| Total operating expenses | | | [removed: 49] [added: 46] | | [removed: %] | | | | [removed: 51] [added: 49] | | [removed: %] | | | | | | |

| Operating income (loss) | | | [removed: 36] [added: 37] | | [removed: %] | | | | [removed: 35] [added: 36] | | [removed: %] | | | | | | |

| Interest expense | | | [removed: (5)] [added: (12)] | | [removed: %] | | | | [removed: (6)] [added: (5)] | | [removed: %] | | | | | | |

| Other income (expense), net | | | [removed: 6] [added: (1)] | | [removed: %] | | | | [removed: 5] [added: 6] | | [removed: %] | | | | | | |

| Income (loss) from continuing operations before income taxes | | | [removed: 37] [added: $] | [added: 804] | [removed: %] | | | | [removed: 34] [added: $] | [added: 1,042] | [removed: %] | | | | | | |

| Income tax expense (benefit) | | | [removed: 7] [added: (16)] | | [removed: %] | | | | 7 | | [removed: %] | | | | | | |

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

Our core Cyber Safety portfolio provides protection across three key categories in multiple channels and geographies, including security and performance, identity protection, and online privacy.

We have built a technology platform that brings together software and service capabilities within these three categories into a comprehensive and easy-to-use integrated platform across our brands.

We bring award-winning products and services in cybersecurity, privacy and identity protection to approximately 500 million users in more than 150 countries so they can live their digital lives safely, privately, and confidently today and for generations to come.

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

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

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

- In January 2023, we made a voluntary prepayment of $250 million for our senior credit facilities, which was applied exclusively to the Term B Facility.

- During fiscal 2023, we repurchased 40 million shares of our common stock for an aggregate amount of $904 million and paid a total of $314 million in quarterly dividends to shareholders.

On September 12, 2022, we completed the Merger with Avast with the issuance of 94,201,223 shares of our common stock to Avast shareholders and cash consideration of $6,910 million, which includes repayment of Avast’s outstanding debt.

In connection with the Merger, we changed our corporate name to Gen Digital Inc. and became dual headquartered in Tempe, Arizona and Prague, Czech Republic, although our principal executive offices remain in Tempe, Arizona.

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

The Merger enables us to create a broad and complementary consumer product portfolio beyond core security and towards adjacent trust-based solutions and achieve greater geographic diversification and access to a larger user base.

We believe this combination will accelerate the transformation of global consumer Cyber Safety.

All financial information related to Avast that is discussed below in key financial metrics, results of operations and liquidity and capital resources is inclusive as of the Closing Date.

The Bridge Loan was undrawn and immediately terminated at the closing of the Merger.

We drew down the aggregate principal amounts of the Term A Facility and Term B Facility to finance the cash consideration payable for the transaction and to fully repay the outstanding principal of $1,703 million and aggregate accrued and unpaid interest of $3 million under the Initial Term Loan and Delay Draw Term Loan from the existing credit facilities.

The Credit Agreement replaced our then existing credit facilities upon the close of the Merger.

The Merger has altered the size and scope of our operations, impacting our assets, liabilities, obligations, capital requirements and performance measures.

We expect the key financial metrics and results of operations of the combined company to be materially different than the trends experienced during the year ended March 31, 2023.

As a combined company, we expect to achieve synergies, rapidly launch a broad and innovative product portfolio, expand into new and diversified sales channels and enhance customer experience and retention.

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- Net revenues increased $542 million, primarily due to revenue attributable to the contribution from Avast, which was acquired during the second quarter of fiscal 2023, and higher sales in both our consumer security and identity and information protection products, partially offset by unfavorable foreign currency fluctuations.

- Operating income (loss) increased $222 million, primarily due to operating income attributable to Avast, which was acquired during the second quarter of fiscal 2023, and cost synergies post-acquisition, partially offset by unfavorable foreign currency fluctuations.

- Net income (loss) increased $513 million and net income per share increased $0.75, primarily due to an income tax benefit in fiscal 2023, and increased operating income, partially offset by an increase in interest expense associated with our new senior credit facilities and two senior notes.

- Cash, cash equivalents and short-term investments decreased by $1,141 million compared to April 1, 2022, primarily due to the completion of the Merger, repurchases of our common stock, income taxes paid, dividends paid to shareholders, and voluntary prepayment of our Term B facility, offset by proceeds from the issuance of the senior credit facilities and the two senior notes.

Additionally, subsequent to March 31, 2023, we made another voluntary prepayment of $150 million for our senior credit facilities, which was applied exclusively to Term B Facility.

- Contract liabilities increased $482 million, primarily due to contract liabilities assumed from Avast, which was acquired during the second quarter of fiscal 2023.

GLOBAL MACROECONOMIC CONDITIONS

Our results of operations and cash flows are subject to fluctuations due to inflation, changes in foreign currency exchange rates relative to U.S. dollars, our reporting currency, changes in interest rates, as well as recession risks, which may persist for an extended period.

Additionally, our international results are impacted by the economic conditions in the foreign markets in which we operate and by fluctuations in foreign currency exchange rates.

We conduct business in numerous currencies throughout our worldwide operations, and our entities hold monetary assets or liabilities, earn revenues, or incur costs in currencies other than the entity’s functional currency.

As a result, we are exposed to foreign exchange gains or losses, which impact our operating results.

As part of our foreign currency risk mitigation strategy, we have entered into monthly foreign exchange forward contracts to hedge foreign currency balance sheet exposure.

In addition, in early 2022, worldwide inflation began to increase.

In response to the heightened levels of inflation, central banks, including the U.S. Federal Reserve and the European Central Bank, raised interest rates significantly in 2022, resulting in an increase in our cost of debt.

Interest rates have increased and are expected to continue to increase in 2023, although at a slower rate.

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

We are the trusted and number one top of mind brand in consumer Cyber Safety, according to the 2022 NortonLifeLock brand tracking study.

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

- In May 2021, we entered into the first amendment to our credit agreement (the First Amendment), which provided for an incremental increase under the Initial Term Loan, and extended the maturity date of the Initial Term Loan, the Delayed Draw Term Loan and revolving credit facility from November 2024 to May 2026.

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

- In July 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.

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

- 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.

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.

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.

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.

Fiscal 2020 was a 53-week year, whereas fiscal 2022 and 2021 each consisted of 52 weeks.

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

| Net income (loss) per share from discontinued operations - diluted | | | $ | — | | | | | $ | (0.24) | |

| Net income (loss) per share - diluted | | | $ | 1.41 | | | | | $ | 0.92 | |

This was driven by an increase in our direct customer count year-over-year and revenue attributable to Avira, which was acquired during the fourth quarter of fiscal 2021.

- 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.

- Net income (loss) increased $282 million and net income per share increased $0.49, primarily due to the increase in income from continuing operations and the completion of discontinued operations activities during fiscal 2021 as discussed above.

- 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.

- Contract liabilities increased $41 million, primarily due to higher billings than recognized revenue, partially offset by unfavorable foreign currency fluctuations of the Euro and Japanese Yen.

COVID-19 UPDATE

As of [removed: April 1, 2022,] [added: March 31, 2023,] we had [removed: $2.0 billion] [added: $2,607 million] in aggregate principal amount of fixed-rate Senior [removed: Notes and convertible debt outstanding,] [added: Notes,] with a carrying amount and a fair value of [removed: $2.0 billion,] [added: $2,593 million,] based on Level 2 inputs.

As of [removed: April 1, 2022,] [added: March 31, 2023,] we also had [removed: $1.7 billion] [added: $7,292 million] outstanding debt with variable interest rates based on the [removed: London InterBank Offered] [added: Secured Overnight Financing] Rate [removed: (LIBOR).][added: (SOFR).]

In addition, we have a [removed: $1 billion] [added: $1,500 million] revolving credit facility that if drawn bears interest at a variable rate based on [removed: LIBOR] [added: SOFR] and would be subject to the same risks associated with adverse changes in [removed: LIBOR.][added: SOFR.]

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

In addition, we charge our international subsidiaries for their use of intellectual property and technology and for certain corporate services [removed: we provide.][added: provided.]

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

We may use derivative and non-derivative financial instruments to reduce the volatility of earnings and cash flow that may result from adverse economic conditions and events or changes in foreign currency and interest rates.

A hypothetical 100 basis point change in SOFR would have resulted in a $73 million increase in interest expense on an annualized basis.

In March 2023, we entered into interest rate swap agreements to mitigate risks associated with the variable interest rate of our Term A Facility.

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

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

A hypothetical 100 basis point increase or decrease in interest rates would have resulted in a $26 million increase or $28 million decrease in the fair values of our floating to fixed rate interest swaps at March 31, 2023.

The objective of our interest rate swaps, all of which are designated as cash flow hedges, is to manage the variability of future interest expense.

Growth in our international operations will incrementally increase our exposure to foreign currency fluctuations as well as volatile market conditions, including the weakening of foreign currencies relative to USD, which has and may in the future negatively affect our revenue expressed in USD.

We manage these exposures and reduce the potential effects of currency fluctuations by executing monthly foreign exchange forward contracts to hedge foreign currency balance sheet exposures.

As our international operations grow, we will continue to reassess our approach to managing risks related to fluctuations in foreign currency.

We may use derivative financial instruments to mitigate certain risks in accordance with our investment and foreign exchange policies.

We do not use derivatives or other financial instruments for trading or speculative purposes.

Our short-term investments and cash equivalents primarily consist of corporate bonds and certificate of deposits, respectively.

A change in interest could have an adverse impact on their market value.

As of April 1, 2022, the carrying value and fair value of our short-term investments and cash equivalents was $4 million.

A hypothetical change in the yield curve of 100 basis points would not result in a significant reduction in fair value.

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

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

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

A hypothetical ten percent depreciation of foreign currency would not result in a significant reduction in fair value of our forward contracts.

This analysis disregards the possibilities that the rates can move in opposite directions and that losses from one geographic area may be offset by gains from another geographic area.

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

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

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

We are [removed: uniquely] [added: well] positioned for driving the awareness of Cyber Safety for individuals, [added: families, and small businesses,] fueled by an increasingly connected world.

We maintain a global, [removed: multi-channel] [added: omni-channel sales approach, including] direct acquisition and [removed: brand] [added: a family of brands] marketing program.

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

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

As of [removed: April 1, 2022,] [added: March 31, 2023,] we have [removed: nearly 80] [added: approximately 500] million total users, which come from direct, indirect and freemium channels.

Of [removed: the] [added: these] total users, we have [added: approximately 65 million paid Cyber Safety customers including] over [removed: 23] [added: 38] million direct customers with whom we have a direct billing relationship.

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

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

- Freemium [removed: channel:] [added: channels:] With the acquisition of [added: Avast and] Avira, we have expanded our go-to-market with [removed: a] [added: multiple] freemium [removed: channel.][added: channels.]

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

The free solution offers a baseline of protection and presents premium functionalities based on the risk profile and [removed: device-type] [added: specific needs] of the user.

The user can [removed: become a member of our paid customer base if they] choose to add specific premium solutions or upgrade to [removed: Avira Prime, a suite of security] [added: suites that provide security, identity,] and privacy [removed: solutions] across multiple platforms and [removed: devices.][added: devices, thereby becoming a paid customer.]

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

To fuel our growth, our consumer-centric strategy is to provide [removed: a] comprehensive and easy-to-use integrated [removed: platform,] [added: platforms,] which we have built [removed: in-house.][added: in-house or acquired.]

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

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

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

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

We maintain the Norton 360 [removed: platform, with] [added: and Avast One platforms that have] multiple tiers of membership, and we [removed: are actively engaging with] [added: continue to engage] customers [removed: of] [added: with] standalone products to offer [removed: a Norton 360 membership.][added: membership options and show the value proposition of our premium solutions.]

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

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

[removed: We] [added: According to our most recent research, Norton has 84% global brand awareness, and we] are best positioned and number one top of mind in consumer Cyber Safety, according to the [removed: 2021 NortonLifeLock] [added: 2022 Gen] Brand Impact study.

Our [removed: vast] [added: broad] portfolio of products and services [removed: are] [added: is] developed from consumer insights to help us bring to market real solutions to real problems and to [removed: raise the overall awareness of consumer] [added: engage and educate consumers about] Cyber [removed: Safety across all audiences.][added: Safety.]

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

- Comprehensive membership plans: Providing a [removed: complete] [added: comprehensive and all-in-one] Cyber Safety portfolio of solutions for a membership fee.

We are [added: well] positioned across three key Cyber Safety categories:

- Security [removed: (Norton] and [removed: Avira] [added: Performance (Norton, Avast, Avira, AVG, and CCleaner] offerings): Our [removed: Norton 360 and Avira] offerings provide real-time protection for PCs, Macs and mobile devices against malware, viruses, adware, ransomware and other online threats.

- Identity Protection (Norton and LifeLock Identity Theft [removed: Protection,] [added: Protection and Restoration,] Dark Web Monitoring, Home Title Protect, Social Media [removed: Monitoring):] [added: Monitoring, Avast Secure Identity):] Our Norton and LifeLock identity theft protection solution includes monitoring, alerts and restoration services to help safeguard our customers’ personal information.

[removed: Our] [added: Norton] Dark Web Monitoring [removed: product] looks for personal information of our [added: LifeLock,] Norton 360 [added: and Norton Identity Advisor Plus] members on the Dark Web.

[removed: Our] [added: LifeLock] Home Title Protect [removed: product] detects fraud and notifies members if we find changes made to their Home Title.

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

[added: - Online Privacy (VPN, Privacy Monitor Assistant, AntiTrack, Online Reputation Management, Secure Browser, BreachGuard, Online Security and Privacy Browser Extension):] Our VPN [removed: solution enhances] [added: solutions enhance] security and online privacy by providing an encrypted data tunnel.

[removed: Our] [added: Norton] Privacy Monitor Assistant is an on-demand, white glove service where our agents help our members delete personal information from Data brokers online.

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

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

[removed: NortonLifeLock] [added: Gen] has a long history of innovation, and we plan to continue to invest in research and development to drive our long-term success.

[removed: Norton Labs, a global] [added: The Technology] team [removed: of experts,] [added: at Gen] is [removed: leading] [added: driving] the company’s future [removed: technology] [added: technologies] and [added: innovations, and] helping guide the consumer cybersecurity industry.

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

Purpose and Mission

Purpose: Powering Digital Freedom.

Mission: We create technology solutions for people to take full advantage of the digital world, safely, privately, and confidently so together, we can build a better tomorrow.

- Customer Driven.

Community Minded. We are advocates for our customers and are dedicated to making their lives simpler and safer.

We are driven by the positive impact we can have on all the communities in which we live and work.

- Think Big.

Be Bold. We empower and inspire one another to think in new ways and to embrace change.

We take calculated risks and learn fast to drive innovation across the business.

- Keep it real.

Make it Happen. We are authentic, open, and treat one another with respect.

We do what we say and say what we do with integrity.

- Play to win.

Together. We act with passion, purpose, and energy to win with customers and in the marketplace.

We leverage the strength of our global team, knowing we’re more powerful together.

On September 12, 2022, we completed the merger with Avast (the Merger).

In connection with the Merger, effective November 7, 2022, we changed our company name from NortonLifeLock, Inc. to Gen Digital, Inc. (Gen).

The Merger accelerated our transformation of consumer Cyber Safety, and increased our user reach and geographic footprint globally.

The combined strengths of Gen created a broader and complementary product portfolio that spans beyond core security, into identity and privacy, and towards adjacent trust-based solutions.

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

We bring award-winning products and services in Cyber Safety, covering security, privacy and identity protection to approximately 500 million users in more than 150 countries so they can live their digital lives safely, privately, and confidently today and for generations to come.

The last decade has brought increasingly impressive technological advances that have unlocked new ways to play and transact online, control smart homes, and more.

The possibilities in the digital world will continue to transform our lives.

However, with each new digital interaction comes increased risk and exposure for consumers as cybercriminals use a mix of old and new tactics and technology, including phishing, vishing, smishing, based on machine learning and deep fake, to execute highly advanced threats.

We are our customers’ trusted ally they can depend on to help secure and control their digital lives so they can be free to enjoy the promise of the digital world.

We are committed more than ever to protecting and empowering people’s digital lives with human-centered safety.

To this end, we offer both free and paid subscription-based Cyber Safety solutions primarily direct-to-consumer through our family of brands and indirectly through partner relationships.

Our direct subscriptions are primarily sold through our e-commerce platform and mobile apps, and we have a direct billing relationship with the majority of these customers.

Our strategy is focused on long-term profitable growth.

We are positioned for long-term growth and expansion.

Our three primary growth levers are:

1.Extending Reach: Leveraging omni-channel strategy and building partnerships to broaden privacy and identity protection internationally.

2.Increasing Value: Cross-selling and up-selling, and expanding identity and privacy solutions to address consumers’ evolving needs.

3.Growing Loyalty: Increase customer loyalty and retention, as consumers move from point products protecting their devices towards all-in-one comprehensive Cyber Safety memberships.

- Continue our focus on customer retention: We continue to optimize and expand the value we provide to customers which we believe can positively impact retention.

Our technology platforms bring together software and service capabilities within these three categories into comprehensive and easy-to-use products and solutions across our brands.

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

Plans are offered through Norton 360 and Avast One subscriptions, both brands provide multiple levels of membership tiers that range from basic, mid-level, or premium tiers where identity theft and online privacy features are included.

For example, Norton AntiTrack helps keep personal information and browsing activity private by blocking trackers and disguising digital fingerprints online.

Avast Driver Updater allows PC users to keep their computer’s drivers up-to-date, improving performance and keeping their device secure from vulnerabilities or bugs caused by outdated drivers.

Vision & Mission

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

- Advocate: Think Consumer First – ensure the customer’s voice is heard and consider how our actions benefit our customers’ digital lives.

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

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

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

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

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

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

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

With each new digital interaction comes increased risk for consumers, as cybercriminals look to take advantage of these accelerating 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 vision of protecting and empowering each element of their digital lives.

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

We have a direct billing relationship with these customers.

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

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

- Continue our focus on customer retention: We plan to invest in increasing customer retention by optimizing and expanding the value we provide to customers.

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

We also believe a substantial opportunity exists to increase the penetration of our premium-level consumer solutions.

According to our most recent research, Norton has 87% global brand awareness and 82% for device security.

We have built a technology platform that brings together software and service capabilities into a comprehensive and easy-to-use integrated platform – it is called Norton 360.

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

Through our platform, we aim for simplicity and peace of mind for the consumers.

We also complement this Cyber Safety platform by offering adjacent trust-based solutions, which enables people to live their digital lives without compromising their security, 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 Protection and Online Privacy.

We also offer solutions that target specific needs of consumers such as Norton Family and Norton 360 for Gamers.

Norton Family brings the protection and security of our products to every member of the family across multiple devices and platforms.

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


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 recovery and blocks unwanted spam and potential fraud calls.

Norton 360 includes 24x7 support by trained support agents.

We provide on-call support and offer a money-back guarantee if we cannot remove viruses from infected devices through our Virus Protection Promise.

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.

We monitor events that may present a risk of identity theft, such as new account openings and applications.

If we detect that a customer’s personally identifiable information is being used, we deliver notifications and alerts to our customers about potentially suspicious activity.

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

We currently offer this product in many countries internationally and continue to add new countries each year.

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.

- Online Privacy (VPN, Privacy Monitor Assistant, AntiTrack, Online Reputation Management): As people are exchanging more sensitive information through digital channels, such as personal healthcare information to enable tele-health or financial information for personal accounting, having a VPN has become even more crucial.

For the Fiscal Year Ended [removed: April 1, 2022][added: March 31, 2023]

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

Aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of [added: Gen Digital (f/k/a] NortonLifeLock [added: Inc.)] common stock on [removed: October 1, 2021] [added: September 30, 2022] as reported on the Nasdaq Global Select Market: [removed: $9,832,405,362.][added: $9,340,370,900, based on a per share stock price of $20.14.]

The number of shares of [removed: NortonLifeLock] [added: Gen Digital] common stock, $0.01 par value per share, outstanding as of May 19, [removed: 2022] [added: 2023] was [removed: 580,064,068] [added: 640,770,648] shares.

Portions of the registrant’s definitive proxy statement for the [removed: 2022] [added: 2023] annual meeting of stockholders are incorporated herein by reference into Part III of this Annual Report on Form 10-K where indicated.

Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended [removed: April 1, 2022.][added: March 31, 2023.]

For the Fiscal Year Ended [removed: April 1, 2022][added: March 31, 2023]

| [Item [removed: 1.](#i466c97cf254044c48500f877fca34e2a_16)] [added: 1.](#i3c0f9043d06045e492862cb991e756d6_16)] | | | [removed: [Business](#i466c97cf254044c48500f877fca34e2a_16)] [added: [Business](#i3c0f9043d06045e492862cb991e756d6_16)] | | | [removed: [4](#i466c97cf254044c48500f877fca34e2a_16)] [added: [5](#i3c0f9043d06045e492862cb991e756d6_16)] | | |

| [Item [removed: 1A.](#i466c97cf254044c48500f877fca34e2a_19)] [added: 1A.](#i3c0f9043d06045e492862cb991e756d6_19)] | | | [Risk [removed: Factors](#i466c97cf254044c48500f877fca34e2a_19)] [added: Factors](#i3c0f9043d06045e492862cb991e756d6_19)] | | | [removed: [11](#i466c97cf254044c48500f877fca34e2a_19)] [added: [12](#i3c0f9043d06045e492862cb991e756d6_19)] | | |

| [Item [removed: 1B.](#i466c97cf254044c48500f877fca34e2a_22)] [added: 1B.](#i3c0f9043d06045e492862cb991e756d6_22)] | | | [Unresolved Staff [removed: Comments](#i466c97cf254044c48500f877fca34e2a_22)] [added: Comments](#i3c0f9043d06045e492862cb991e756d6_22)] | | | [removed: [23](#i466c97cf254044c48500f877fca34e2a_22)] [added: [25](#i3c0f9043d06045e492862cb991e756d6_22)] | | |

| [Item [removed: 2.](#i466c97cf254044c48500f877fca34e2a_25)] [added: 2.](#i3c0f9043d06045e492862cb991e756d6_25)] | | | [removed: [Properties](#i466c97cf254044c48500f877fca34e2a_25)] [added: [Properties](#i3c0f9043d06045e492862cb991e756d6_25)] | | | [removed: [23](#i466c97cf254044c48500f877fca34e2a_25)] [added: [25](#i3c0f9043d06045e492862cb991e756d6_25)] | | |

| [Item [removed: 3.](#i466c97cf254044c48500f877fca34e2a_28)] [added: 3.](#i3c0f9043d06045e492862cb991e756d6_28)] | | | [Legal [removed: Proceedings](#i466c97cf254044c48500f877fca34e2a_28)] [added: Proceedings](#i3c0f9043d06045e492862cb991e756d6_28)] | | | [removed: [23](#i466c97cf254044c48500f877fca34e2a_28)] [added: [25](#i3c0f9043d06045e492862cb991e756d6_28)] | | |

| [Item [removed: 4.](#i466c97cf254044c48500f877fca34e2a_31)] [added: 4.](#i3c0f9043d06045e492862cb991e756d6_31)] | | | [Mine Safety [removed: Disclosures](#i466c97cf254044c48500f877fca34e2a_31)] [added: Disclosures](#i3c0f9043d06045e492862cb991e756d6_31)] | | | [removed: [23](#i466c97cf254044c48500f877fca34e2a_31)] [added: [25](#i3c0f9043d06045e492862cb991e756d6_31)] | | |

| [Item [removed: 5.](#i466c97cf254044c48500f877fca34e2a_37)] [added: 5.](#i3c0f9043d06045e492862cb991e756d6_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i466c97cf254044c48500f877fca34e2a_37)] [added: Securities](#i3c0f9043d06045e492862cb991e756d6_37)] | | | [removed: [24](#i466c97cf254044c48500f877fca34e2a_37)] [added: [26](#i3c0f9043d06045e492862cb991e756d6_37)] | | |

| [Item [removed: 6.](#i466c97cf254044c48500f877fca34e2a_40)] [added: 6.](#i3c0f9043d06045e492862cb991e756d6_40)] | | | [removed: [Reserved](#i466c97cf254044c48500f877fca34e2a_40)] [added: [\[Reserved\]](#i3c0f9043d06045e492862cb991e756d6_40)] | | | [removed: [24](#i466c97cf254044c48500f877fca34e2a_40)] [added: [26](#i3c0f9043d06045e492862cb991e756d6_40)] | | |

| [Item [removed: 7.](#i466c97cf254044c48500f877fca34e2a_43)] [added: 7.](#i3c0f9043d06045e492862cb991e756d6_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i466c97cf254044c48500f877fca34e2a_43)] [added: Operations](#i3c0f9043d06045e492862cb991e756d6_43)] | | | [removed: [25](#i466c97cf254044c48500f877fca34e2a_43)] [added: [27](#i3c0f9043d06045e492862cb991e756d6_43)] | | |

| [Item [removed: 7A.](#i466c97cf254044c48500f877fca34e2a_64)] [added: 7A.](#i3c0f9043d06045e492862cb991e756d6_61)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i466c97cf254044c48500f877fca34e2a_64)] [added: Risk](#i3c0f9043d06045e492862cb991e756d6_61)] | | | [removed: [34](#i466c97cf254044c48500f877fca34e2a_64)] [added: [36](#i3c0f9043d06045e492862cb991e756d6_61)] | | |

| [Item [removed: 8.](#i466c97cf254044c48500f877fca34e2a_67)] [added: 8.](#i3c0f9043d06045e492862cb991e756d6_64)] | | | [Financial Statements and Supplementary [removed: Data](#i466c97cf254044c48500f877fca34e2a_67)] [added: Data](#i3c0f9043d06045e492862cb991e756d6_64)] | | | [removed: [35](#i466c97cf254044c48500f877fca34e2a_67)] [added: [37](#i3c0f9043d06045e492862cb991e756d6_64)] | | |

| [Item [removed: 9.](#i466c97cf254044c48500f877fca34e2a_70)] [added: 9.](#i3c0f9043d06045e492862cb991e756d6_67)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i466c97cf254044c48500f877fca34e2a_70)] [added: Disclosure](#i3c0f9043d06045e492862cb991e756d6_67)] | | | [removed: [35](#i466c97cf254044c48500f877fca34e2a_70)] [added: [37](#i3c0f9043d06045e492862cb991e756d6_67)] | | |

| [Item [removed: 9A.](#i466c97cf254044c48500f877fca34e2a_73)] [added: 9A.](#i3c0f9043d06045e492862cb991e756d6_70)] | | | [Controls and [removed: Procedures](#i466c97cf254044c48500f877fca34e2a_73)] [added: Procedures](#i3c0f9043d06045e492862cb991e756d6_70)] | | | [removed: [35](#i466c97cf254044c48500f877fca34e2a_73)] [added: [37](#i3c0f9043d06045e492862cb991e756d6_70)] | | |

| [Item [removed: 9B.](#i466c97cf254044c48500f877fca34e2a_76)] [added: 9B.](#i3c0f9043d06045e492862cb991e756d6_73)] | | | [Other [removed: Information](#i466c97cf254044c48500f877fca34e2a_76)] [added: Information](#i3c0f9043d06045e492862cb991e756d6_73)] | | | [removed: [35](#i466c97cf254044c48500f877fca34e2a_76)] [added: [37](#i3c0f9043d06045e492862cb991e756d6_73)] | | |

| [Item [removed: 9C.](#i466c97cf254044c48500f877fca34e2a_1598)] [added: 9C.](#i3c0f9043d06045e492862cb991e756d6_76)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i466c97cf254044c48500f877fca34e2a_1598)] [added: Inspections](#i3c0f9043d06045e492862cb991e756d6_76)] | | | [removed: [35](#i466c97cf254044c48500f877fca34e2a_76)] [added: [37](#i3c0f9043d06045e492862cb991e756d6_76)] | | |

| [PART [removed: III](#i466c97cf254044c48500f877fca34e2a_79)] [added: III](#i3c0f9043d06045e492862cb991e756d6_79)] | | | | | | | | |

| [Item [removed: 10.](#i466c97cf254044c48500f877fca34e2a_82)] [added: 10.](#i3c0f9043d06045e492862cb991e756d6_82)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i466c97cf254044c48500f877fca34e2a_82)] [added: Governance](#i3c0f9043d06045e492862cb991e756d6_82)] | | | [removed: [36](#i466c97cf254044c48500f877fca34e2a_82)] [added: [38](#i3c0f9043d06045e492862cb991e756d6_82)] | | |

| [Item [removed: 11.](#i466c97cf254044c48500f877fca34e2a_85)] [added: 11.](#i3c0f9043d06045e492862cb991e756d6_85)] | | | [Executive [removed: Compensation](#i466c97cf254044c48500f877fca34e2a_85)] [added: Compensation](#i3c0f9043d06045e492862cb991e756d6_85)] | | | [removed: [36](#i466c97cf254044c48500f877fca34e2a_85)] [added: [38](#i3c0f9043d06045e492862cb991e756d6_85)] | | |

| [Item [removed: 12.](#i466c97cf254044c48500f877fca34e2a_88)] [added: 12.](#i3c0f9043d06045e492862cb991e756d6_88)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i466c97cf254044c48500f877fca34e2a_88)] [added: Matters](#i3c0f9043d06045e492862cb991e756d6_88)] | | | [removed: [36](#i466c97cf254044c48500f877fca34e2a_88)] [added: [38](#i3c0f9043d06045e492862cb991e756d6_88)] | | |

| [Item [removed: 13.](#i466c97cf254044c48500f877fca34e2a_91)] [added: 13.](#i3c0f9043d06045e492862cb991e756d6_91)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i466c97cf254044c48500f877fca34e2a_91)] [added: Independence](#i3c0f9043d06045e492862cb991e756d6_91)] | | | [removed: [36](#i466c97cf254044c48500f877fca34e2a_91)] [added: [38](#i3c0f9043d06045e492862cb991e756d6_91)] | | |

| [Item [removed: 14.](#i466c97cf254044c48500f877fca34e2a_94)] [added: 14.](#i3c0f9043d06045e492862cb991e756d6_94)] | | | [Principal Accounting Fees and [removed: Services](#i466c97cf254044c48500f877fca34e2a_94)] [added: Services](#i3c0f9043d06045e492862cb991e756d6_94)] | | | [removed: [36](#i466c97cf254044c48500f877fca34e2a_94)] [added: [38](#i3c0f9043d06045e492862cb991e756d6_94)] | | |

| [Item [removed: 15.](#i466c97cf254044c48500f877fca34e2a_100)] [added: 15.](#i3c0f9043d06045e492862cb991e756d6_100)] | | | [Exhibits, Financial Statement [removed: Schedules](#i466c97cf254044c48500f877fca34e2a_100)] [added: Schedules](#i3c0f9043d06045e492862cb991e756d6_100)] | | | [removed: [37](#i466c97cf254044c48500f877fca34e2a_100)] [added: [39](#i3c0f9043d06045e492862cb991e756d6_100)] | | |

| [Item [removed: 16.](#i466c97cf254044c48500f877fca34e2a_193)] [added: 16.](#i3c0f9043d06045e492862cb991e756d6_187)] | | | [Form 10-K [removed: Summary](#i466c97cf254044c48500f877fca34e2a_193)] [added: Summary](#i3c0f9043d06045e492862cb991e756d6_187)] | | | [removed: [79](#i466c97cf254044c48500f877fca34e2a_193)] [added: [86](#i3c0f9043d06045e492862cb991e756d6_187)] | | |

[removed: “NortonLifeLock,”] [added: “Gen,”] “we,” “us,” “our,” and “the Company” refer to [removed: NortonLifeLock] [added: Gen Digital] Inc. and all of its subsidiaries.

Forward-looking statements include references to our ability to utilize our deferred tax assets, [removed: as well as] statements [added: about our future financial performance, statements] including words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “goal,” “intent,” “momentum,” “projects,” and similar [removed: expressions.][added: expressions, and any other statements that does not directly relate to any historical or current fact.]

These forward-looking statements involve risks and uncertainties, and our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements on the basis of several [removed: factors.][added: factors, including economic recessions, inflationary pressures and those other factors that we discuss in Item 1A.]

Gen Digital Inc.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

GEN DIGITAL INC.

| [PART I](#i3c0f9043d06045e492862cb991e756d6_13) | | | | | | | | |

| [PART II](#i3c0f9043d06045e492862cb991e756d6_34) | | | | | | | | |

| [PART IV](#i3c0f9043d06045e492862cb991e756d6_97) | | | | | | | | |

| [Signatures](#i3c0f9043d06045e492862cb991e756d6_190) | | | | | | [87](#i3c0f9043d06045e492862cb991e756d6_190) | | |

Gen, Norton, Avast,

LifeLock, Avira, AVG, Reputation Defender, CCleaner and all related trademarks, service marks and trade names are trademarks or registered trademarks of Gen or other respective owners that have granted Gen the right to use such marks.

*Risk Factors*, of this Annual Report on Form 10-K.

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

NortonLifeLock Inc.

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

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

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

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

NortonLifeLock, the NortonLifeLock Logo, the Checkmark Logo, Norton, LifeLock, and the LockMan Logo are trademarks or registered trademarks of NortonLifeLock Inc. or its affiliates in the United States (U.S.) and other countries.

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 operations and financial performance; and other characterizations of future events or circumstances are forward-looking statements.

These and other risks are described under Item 1A.

*Risk Factors*.

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

Our common stock is traded on the Nasdaq Global Select Market under the symbol [removed: “NLOK”.][added: “GEN”.]

As of [removed: April 1, 2022,] [added: March 31, 2023,] there were [removed: 1,484] [added: 3,694] stockholders of record.

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the S&P 500 Composite Index and the S&P Information Technology Index for the five fiscal years ended [removed: April 1, 2022] [added: March 31, 2023] (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: 2017] [added: 2018] and the reinvestment of all dividends).

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

[removed: ][added: ]

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

As of [removed: April 1, 2022,] [added: March 31, 2023,] we had [removed: $1,774] [added: $870] million remaining authorized to be completed in future periods with no expiration date.

No shares were repurchased during the three months ended [removed: April 1, 2022.][added: March 31, 2023.]

On May 4, 2021, our Board of Directors approved an incremental share repurchase authorization of $1,500 million.

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

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

Our management (with the participation of our Chief Executive Officer and Chief Financial Officer) has conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the [removed: Securities] Exchange Act).

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for [removed: NortonLifeLock.][added: Gen Digital.]

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of [removed: April 1, 2022,] [added: March 31, 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Our management has concluded that, as of [removed: April 1, 2022,] [added: March 31, 2023,] our internal control over financial reporting was effective at the reasonable assurance level based on these criteria.

The effectiveness of our internal control over financial reporting, as of [removed: April 1, 2022,] [added: March 31, 2023,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Part IV, Item 15 of this Annual Report on Form 10-K.

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

[removed: There was] [added: During the quarter ended March 31, 2023, except for changes in connection with our Merger with Avast discussed above, there were] no [removed: change] [added: changes] in our internal [removed: control] [added: controls] over financial reporting [removed: that occurred during the quarter ended April 1, 2022,] [added: or in other factors,] that [removed: has] [added: have] materially affected, or [removed: is] [added: are] reasonably likely to materially affect, our internal [removed: control] [added: controls] over financial reporting.

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

We acquired Avast during September 2022.

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

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

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

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

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: 2022] [added: 2023] Annual Meeting to be filed with the SEC within 120 days of the fiscal year ended [removed: April 1, 2022] [added: March 31, 2023] (the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement and is incorporated herein by [removed: reference.][added: reference (excluding the information under the subheading “Pay Versus Performance”).]

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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

Our independent registered public accounting firm is KPMG, [removed: LLC,] [added: LLP,] Santa Clara, CA, Auditor Firm ID: 185.

The information required by this item will be included under the caption “Principal Accountant Fees and Services” in our [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

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

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i466c97cf254044c48500f877fca34e2a_103)] [added: Firm](#i3c0f9043d06045e492862cb991e756d6_103)] | | | [removed: [38](#i466c97cf254044c48500f877fca34e2a_103)] [added: [40](#i3c0f9043d06045e492862cb991e756d6_103)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i466c97cf254044c48500f877fca34e2a_106)] [added: Sheets](#i3c0f9043d06045e492862cb991e756d6_106)] | | | [removed: [40](#i466c97cf254044c48500f877fca34e2a_106)] [added: [42](#i3c0f9043d06045e492862cb991e756d6_106)] | | |

| | | | [Consolidated Statements of [removed: Operations](#i466c97cf254044c48500f877fca34e2a_109)] [added: Operations](#i3c0f9043d06045e492862cb991e756d6_109)] | | | [removed: [41](#i466c97cf254044c48500f877fca34e2a_109)] [added: [43](#i3c0f9043d06045e492862cb991e756d6_109)] | | |

| | | | [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i466c97cf254044c48500f877fca34e2a_112)] [added: (Loss)](#i3c0f9043d06045e492862cb991e756d6_112)] | | | [removed: [42](#i466c97cf254044c48500f877fca34e2a_112)] [added: [44](#i3c0f9043d06045e492862cb991e756d6_112)] | | |

| | | | [Consolidated Statements of Stockholders’ Equity [removed: (Deficit)](#i466c97cf254044c48500f877fca34e2a_115)] [added: (Deficit)](#i3c0f9043d06045e492862cb991e756d6_115)] | | | [removed: [43](#i466c97cf254044c48500f877fca34e2a_115)] [added: [45](#i3c0f9043d06045e492862cb991e756d6_115)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i466c97cf254044c48500f877fca34e2a_118)] [added: Flows](#i3c0f9043d06045e492862cb991e756d6_118)] | | | [removed: [44](#i466c97cf254044c48500f877fca34e2a_118)] [added: [46](#i3c0f9043d06045e492862cb991e756d6_118)] | | |

| | | | [Notes to the Consolidated Financial [removed: Statements](#i466c97cf254044c48500f877fca34e2a_121)] [added: Statements](#i3c0f9043d06045e492862cb991e756d6_121)] | | | [removed: [45](#i466c97cf254044c48500f877fca34e2a_121)] [added: [47](#i3c0f9043d06045e492862cb991e756d6_121)] | | |

| | | | [Note 1. Description of Business and Significant Accounting [removed: Policies](#i466c97cf254044c48500f877fca34e2a_124)] [added: Policies](#i3c0f9043d06045e492862cb991e756d6_124)] | | | [removed: [45](#i466c97cf254044c48500f877fca34e2a_124)] [added: [47](#i3c0f9043d06045e492862cb991e756d6_124)] | | |

| | | | [Note 2. Recent Accounting [removed: Standards](#i466c97cf254044c48500f877fca34e2a_127)] [added: Standards](#i3c0f9043d06045e492862cb991e756d6_127)] | | | [removed: [50](#i466c97cf254044c48500f877fca34e2a_127)] [added: [52](#i3c0f9043d06045e492862cb991e756d6_127)] | | |

| | | | [Note 3. Divestitures, Discontinued Operations and Assets Held for [removed: Sale](#i466c97cf254044c48500f877fca34e2a_130)] [added: Sale](#i3c0f9043d06045e492862cb991e756d6_130)] | | | [removed: [50](#i466c97cf254044c48500f877fca34e2a_130)] [added: [52](#i3c0f9043d06045e492862cb991e756d6_130)] | | |

| | | | [Note 4. Business [removed: Combinations](#i466c97cf254044c48500f877fca34e2a_133)] [added: Combinations](#i3c0f9043d06045e492862cb991e756d6_133)] | | | [removed: [52](#i466c97cf254044c48500f877fca34e2a_133)] [added: [53](#i3c0f9043d06045e492862cb991e756d6_133)] | | |

| | | | [Note 5. [removed: Revenues](#i466c97cf254044c48500f877fca34e2a_136)] [added: Revenues](#i3c0f9043d06045e492862cb991e756d6_136)] | | | [removed: [53](#i466c97cf254044c48500f877fca34e2a_136)] [added: [57](#i3c0f9043d06045e492862cb991e756d6_136)] | | |

| | | | [Note 6. Goodwill and Intangible [removed: Assets](#i466c97cf254044c48500f877fca34e2a_139)] [added: Assets](#i3c0f9043d06045e492862cb991e756d6_139)] | | | [removed: [53](#i466c97cf254044c48500f877fca34e2a_139)] [added: [57](#i3c0f9043d06045e492862cb991e756d6_139)] | | |

| | | | [Note 7. Supplementary [removed: Information](#i466c97cf254044c48500f877fca34e2a_142)] [added: Information](#i3c0f9043d06045e492862cb991e756d6_142)] | | | [removed: [54](#i466c97cf254044c48500f877fca34e2a_142)] [added: [58](#i3c0f9043d06045e492862cb991e756d6_142)] | | |

| | | | [Note 8. Financial Instruments and Fair Value [removed: Measurements](#i466c97cf254044c48500f877fca34e2a_145)] [added: Measurements](#i3c0f9043d06045e492862cb991e756d6_145)] | | | [removed: [56](#i466c97cf254044c48500f877fca34e2a_145)] [added: [60](#i3c0f9043d06045e492862cb991e756d6_145)] | | |

| | | | [Note 9. [removed: Leases](#i466c97cf254044c48500f877fca34e2a_148)] [added: Leases](#i3c0f9043d06045e492862cb991e756d6_148)] | | | [removed: [57](#i466c97cf254044c48500f877fca34e2a_148)] [added: [60](#i3c0f9043d06045e492862cb991e756d6_148)] | | |

| | | | [Note 10. [removed: Debt](#i466c97cf254044c48500f877fca34e2a_151)] [added: Debt](#i3c0f9043d06045e492862cb991e756d6_151)] | | | [removed: [58](#i466c97cf254044c48500f877fca34e2a_151)] [added: [62](#i3c0f9043d06045e492862cb991e756d6_151)] | | |

| | | | [Note 11. [removed: Derivatives](#i466c97cf254044c48500f877fca34e2a_157)] [added: Derivatives](#i3c0f9043d06045e492862cb991e756d6_157)] | | | [removed: [61](#i466c97cf254044c48500f877fca34e2a_157)] [added: [66](#i3c0f9043d06045e492862cb991e756d6_157)] | | |

| | | | [Note 12. Restructuring and Other [removed: Costs](#i466c97cf254044c48500f877fca34e2a_160)] [added: Costs](#i3c0f9043d06045e492862cb991e756d6_160)] | | | [removed: [61](#i466c97cf254044c48500f877fca34e2a_160)] [added: [67](#i3c0f9043d06045e492862cb991e756d6_160)] | | |

| | | | [Note 13. Income [removed: Taxes](#i466c97cf254044c48500f877fca34e2a_163)] [added: Taxes](#i3c0f9043d06045e492862cb991e756d6_163)] | | | [removed: [63](#i466c97cf254044c48500f877fca34e2a_163)] [added: [68](#i3c0f9043d06045e492862cb991e756d6_163)] | | |

| | | | [Note 14. Stockholders’ [removed: Equity](#i466c97cf254044c48500f877fca34e2a_166)] [added: Equity](#i3c0f9043d06045e492862cb991e756d6_166)] | | | [removed: [65](#i466c97cf254044c48500f877fca34e2a_166)] [added: [71](#i3c0f9043d06045e492862cb991e756d6_166)] | | |

| | | | [Note 15. Stock-Based Compensation and Other Benefit [removed: Plans](#i466c97cf254044c48500f877fca34e2a_169)] [added: Plans](#i3c0f9043d06045e492862cb991e756d6_169)] | | | [removed: [66](#i466c97cf254044c48500f877fca34e2a_169)] [added: [71](#i3c0f9043d06045e492862cb991e756d6_169)] | | |

| | | | [Note 16. Net Income Per [removed: Share](#i466c97cf254044c48500f877fca34e2a_172)] [added: Share](#i3c0f9043d06045e492862cb991e756d6_172)] | | | [removed: [69](#i466c97cf254044c48500f877fca34e2a_172)] [added: [75](#i3c0f9043d06045e492862cb991e756d6_172)] | | |

| | | | [Note 17. Segment and Geographic [removed: Information](#i466c97cf254044c48500f877fca34e2a_175)] [added: Information](#i3c0f9043d06045e492862cb991e756d6_175)] | | | [removed: [70](#i466c97cf254044c48500f877fca34e2a_175)] [added: [76](#i3c0f9043d06045e492862cb991e756d6_175)] | | |

| | | | [Note 18. Commitments and [removed: Contingencies](#i466c97cf254044c48500f877fca34e2a_178)] [added: Contingencies](#i3c0f9043d06045e492862cb991e756d6_178)] | | | [removed: [71](#i466c97cf254044c48500f877fca34e2a_178)] [added: [77](#i3c0f9043d06045e492862cb991e756d6_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.](#i466c97cf254044c48500f877fca34e2a_190)] [added: Report.](#i3c0f9043d06045e492862cb991e756d6_184)] | | | [removed: [74](#i466c97cf254044c48500f877fca34e2a_190)] [added: [80](#i3c0f9043d06045e492862cb991e756d6_184)] | | |

We have audited the accompanying consolidated balance sheets of [removed: NortonLifeLock] [added: Gen Digital] Inc. and subsidiaries (the Company) as of [removed: April 1, 2022] [added: March 31, 2023] and April [removed: 2, 2021,] [added: 1, 2022,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended [removed: April 1, 2022,] [added: March 31, 2023,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of [removed: April 1, 2022,] [added: March 31, 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of [removed: April 1, 2022] [added: March 31, 2023] and April [removed: 2, 2021,] [added: 1, 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended [removed: April 1, 2022,] [added: March 31, 2023,] 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 [removed: April 1, 2022] [added: March 31, 2023] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

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

As discussed in Notes 1 and 13 to the consolidated financial statements, as of [removed: April 1, 2022] [added: March 31, 2023,] the Company recognized uncertain tax positions.

The Company [removed: recognizes tax benefits from] [added: evaluates] uncertain tax positions [removed: when there] [added: to determine whether it] is more [added: likely] than [removed: a 50% likelihood] [added: not] that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position.

As of [removed: April 1, 2022,] [added: March 31, 2023,] the Company [removed: has] recorded a liability for gross unrecognized tax [removed: benefits,] [added: benefits] of [removed: $527] [added: $710] million.

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

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s uncertain tax positions process, including controls related to the [removed: interpretation] [added: determination] of [added: uncertain] tax [removed: law, its application in] [added: positions, which included assessing] the [removed: liability estimation process,] [added: Company’s interpretation] and [removed: determination] [added: application] of [removed: the final uncertain] tax [removed: position.][added: laws.]

● Obtaining an understanding of the Company’s overall tax structure across multiple [removed: subsidiaries] [added: jurisdictions] and assessing the Company’s compliance with tax laws globally,

● Inspecting settlements with taxing authorities to assess the Company’s determination of its tax [removed: positions and having more than a 50% likelihood to be sustained upon examination, and][added: positions,]

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

Gen Digital Inc.

Gen Digital Inc.:

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

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

*Sufficiency of audit evidence over net revenues*

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

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

The Company recorded $3,338 million of net revenues for the year ended March 31, 2023.

We identified the evaluation of sufficiency of audit evidence over net revenues as a critical audit matter.

The evaluation of sufficiency of audit evidence over net revenues required a high degree of subjective auditor judgment due to the number of revenue-related IT systems involved.

Specifically, judgment was required to evaluate that revenue data was captured and aggregated throughout various IT systems.

Additionally, IT professionals with specialized skills and knowledge were required to evaluate the nature and extent of evidence obtained over net revenues.

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

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

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

For a sample of transactions, we assessed the recorded revenue by comparing cash receipts to the revenue recognized.

We evaluated the sufficiency of audit evidence obtained over net revenues by assessing the results of procedures performed.

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

● Inspecting correspondence and agreements with taxing authorities, reading internal meeting minutes, and evaluating the status of income tax audits with relevant tax authorities, and

GEN DIGITAL INC.

GEN DIGITAL INC.

GEN DIGITAL INC.

GEN DIGITAL INC.

| Cumulative effect adjustment from adoption of ASU 2020-06 (1) | | | — | | | | | | (7) | | | | | | — | | | | | | 6 | | | | | | (1) | | |

| Merger consideration | | | 94 | | | | | | 2,141 | | | | | | — | | | | | | — | | | | | | 2,141 | | |

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

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

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

GEN DIGITAL INC.

GEN DIGITAL INC.

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

See Note 4 for further information about this business combination.

In connection with the Merger, effective November 7, 2022, we changed our corporate name from NortonLifeLock Inc. to Gen Digital Inc. (Gen).

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

Our technology platforms bring together software and service capabilities into comprehensive and easy-to-use products and solutions across our brands.

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

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

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

its carrying amount.

In fiscal 2023, based on our qualitative and quantitative assessments, we concluded that it is more likely than not that the fair values are more than their carrying values.

NortonLifeLock Inc.

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

NortonLifeLock Inc.:

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

May 20, 2022

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

| Unrealized gain (loss) on available-for-sale securities | | | — | | | | | | — | | | | | | 1 | | |

| Balance as of March 29, 2019 | | | 630 | | | | | | $ | 4,812 | | | | | $ | (7) | | | | | $ | 933 | | | | | $ | 5,738 | |

| Short-swing profit disgorgement | | | — | | | | | | 9 | | | | | | — | | | | | | — | | | | | | 9 | | |

| Loss from equity interest | | | — | | | | | | — | | | | | | 31 | | |

| Gain on divestitures | | | — | | | | | | — | | | | | | (5,684) | | |

| Gain on sale of equity method investment | | | — | | | | | | — | | | | | | (379) | | |

| Proceeds from divestitures, net of cash contributed and transaction costs | | | — | | | | | | — | | | | | | 10,918 | | |

| Proceeds from sale of equity method investment | | | — | | | | | | — | | | | | | 380 | | |

| Cash consideration paid in exchange of convertible debt | | | — | | | | | | — | | | | | | (546) | | |

| Short-swing profit disgorgement | | | — | | | | | | — | | | | | | 9 | | |

NortonLifeLock, Inc. is a global, leading provider of consumer Cyber Safety solutions.

We help customers protect their computer and mobile devices from online threats, safeguard their identity and personal information and strengthen online privacy capabilities and functionalities.

Fiscal 2020 was a 53-week year, whereas fiscal 2022 and 2021 each consisted of 52 weeks.

For our equity method investment, if a decline in value is determined to be other than temporary, impairment is recognized and included in Other income (expense), net in our Consolidated Statements of Operations.

Our convertible senior notes are recorded at par value less the fair value of the equity component of the notes, at their issuance date, determined using Level 2 inputs and less any issuance costs.

| Customer A | | | 41 | | % | | | | 46 | | % |

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

In December 2019, the FASB issued new guidance that simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740.

The guidance also clarifies and amends existing guidance to improve consistent application.

On April 3, 2021, the first day of fiscal 2022, we adopted this guidance prospectively.

The adoption of this guidance did not have a material impact on our Consolidated Financial Statements and disclosures.

*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.

The adoption of this guidance did not have a material impact on our quarterly fiscal periods prior to adoption or our Consolidated Financial Statements and disclosures.

Recently issued authoritative guidance not yet adopted

Instead, they will account for the convertible debt wholly as debt.

The new guidance also requires use of the if-converted method when calculating the dilutive impact of convertible debt on earnings per share.

The standard will be effective during our first quarter of fiscal 2023.

It may be applied retrospectively to each prior period presented or retrospectively with cumulative effect recognized in retained earnings as of the date of adoption.

We are currently evaluating the impact of the adoption of this guidance on our Consolidated Financial Statements and disclosures.

We continue to evaluate our contractual arrangements and hedging relationships that reference LIBOR.

Total net assets sold was $5,211 million, consisting of goodwill, net intangible assets and other assets of $7,121 million, net of contract and other liabilities of $1,910 million.

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: 20th] [added: 24th] day of May [removed: 2022.][added: 2023.]

| /s/ Vincent Pilette | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | May [removed: 20, 2022] [added: 24, 2023] | | |

| /s/ Natalie Derse | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | May [removed: 20, 2022] [added: 24, 2023] | | |

| /s/ Frank E. Dangeard | | | | | | Chairman of the Board | | | | | | May [removed: 20, 2022] [added: 24, 2023] | | |

| /s/ Sue Barsamian | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 24, 2023] | | |

| /s/ Eric K. Brandt | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 24, 2023] | | |

| /s/ Nora Denzel | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 24, 2023] | | |

| /s/ Peter A. Feld | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 24, 2023] | | |

| /s/ Emily Heath | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 24, 2023] | | |

| /s/ Sherrese M. Smith | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 24, 2023] | | |

| | | | GEN DIGITAL INC. | | | | | |

| /s/ Ondrej Vlcek | | | | | | President and Director | | | | | | May 24, 2023 | | |

| Ondrej Vlcek | | | | | | | | | | | | | | |

| /s/ Pavel Baudis | | | | | | Director | | | | | | May 24, 2023 | | |

| Pavel Baudis | | | | | | | | | | | | | | |

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

| | | | NORTONLIFELOCK INC. | | | | | |

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

This Power of Attorney may be signed in several counterparts.

| /s/ Kenneth Y. Hao | | | | | | Director | | | | | | May 20, 2022 | | |

| Kenneth Y. Hao | | | | | | | | | | | | | | |