Gen Digital (GEN) 10-K risk factor changes: FY2024 vs FY2023

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

- Evolving industry and regulatory standards and technological [removed: developments] [added: developments, including AI and machine learning,] by our competitors and customers;

- Rapidly changing customer [removed: preferences;][added: preferences and accurately anticipating technological trends or needs;]

In addition, third parties, including operating systems and internet browser companies, [added: have in the past and] may [added: in the future] limit the interoperability of our solutions with their own products and services, in some cases to promote their own [removed: offerings.][added: offerings or those of our competitors.]

[removed: This] [added: Any such actions by third parties] could delay the development of our solutions or our solutions may be unable to operate effectively.

To compete successfully, we must maintain an innovative research and development effort to develop new solutions and enhance our existing solutions, [added: and] effectively adapt to changes in the technology, privacy and data protection standards or trends.

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

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

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

Similarly, they could gain market share from us if these partners promote our competitors’ solutions or their own solutions more [added: frequently or more favorably] than our solutions.

For example, in 2019, we completed the sale of certain of our enterprise security assets to Broadcom Inc. (the Broadcom sale), in January 2021, we completed the acquisition of Avira, and in September 2022, we completed the [removed: Merger with] [added: acquisition of] Avast.

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

- Challenges in retaining [added: the] customers of acquired businesses, [removed: or] providing the same level of service to existing customers with reduced [removed: resources;][added: resources, or retaining the third-party relationships, including with suppliers, service providers, and vendors, among others;]

- Loss or termination of employees, including costs [added: and potential institutional knowledge loss] associated with the termination or replacement of those employees;

- Difficulty [removed: in] entering into or expanding in new markets or geographies;

Macroeconomic factors, such as [removed: rising inflation and] [added: high inflation, high] interest rates, and [removed: capital market] volatility [added: in foreign currency exchange rates and capital markets] could negatively influence our future acquisition opportunities.

- The quality, breadth, and prices of our [removed: solutions;][added: solutions, including solutions offered in emerging markets;]

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

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

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 [added: customers and add new] customers.

Our failure to sell additional solutions to our existing [added: customers, failure to convert existing non-paying] customers [added: to paying customers or add new customers] could adversely affect our ability to grow our business.

[removed: These new] [added: New] customers, if any, may [added: subscribe or] renew their subscriptions at lower rates than we have experienced in the past, [removed: which could affect] [added: introducing uncertainty about their economic attractiveness and potentially impacting] our financial results.

The methodologies used to measure these metrics require [added: judgment and are also susceptible to algorithms or other technical errors.]

The intense competition we face, in addition to general and economic business conditions (including economic volatility, [removed: recent] bank failures, and [removed: increased] [added: high] 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 [removed: solutions or] [added: solutions,] provide offerings, or offer free introductory products that compete with ours, we may need to lower [added: our] prices or offer similar free introductory products to compete successfully.

[removed: Growth] [added: - Changes] in [removed: our international operations will incrementally increase our exposure to] [added: U.S. and worldwide economic conditions, such as economic recessions, the impact of inflation, fluctuations in] foreign currency [removed: fluctuations as well as volatile market conditions,] [added: exchange rates] including the weakening of foreign currencies relative to USD, which has and may in the future negatively affect our revenue expressed in [removed: USD.][added: USD, changes in interest rates, geopolitical conflicts, and other global macroeconomic factors on our operations and financial performance;]

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

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

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

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

In response to changes in industry structure and market conditions, we [added: have been and] may [added: continue to] be required to strategically reallocate our resources and consider restructuring, disposing of, or otherwise exiting certain businesses.

Any decision to limit investment in or dispose of or otherwise exit businesses [added: has and] may [added: continue to] result in the recording of special charges, such as technology-related write-offs, workforce reduction costs, charges relating to consolidation of excess facilities, or claims from third parties who were resellers or users of discontinued products.

Our loss contingencies [added: have and] may [added: continue to] include liabilities for contracts that we cannot cancel, reschedule or adjust with suppliers.

Additionally, we are required to evaluate goodwill impairment on an annual basis and between annual evaluations in certain [removed: circumstances, and future goodwill impairment evaluations may result in a charge to earnings.][added: circumstances.]

Following the [removed: Merger with] [added: acquisition of] Avast, we derive a significant portion of our revenues from customers located outside of the [removed: U.S.,] [added: United States,] and we have substantial operations outside of the [removed: U.S.,] [added: United States,] including engineering, finance, sales and customer support.

- Fluctuations in currency exchange rates, economic [removed: instability,] [added: instability] and inflationary conditions could make our solutions more expensive or could increase our costs of doing business in certain countries;

- Regulations or restrictions on the use, [removed: import,] [added: import] or export of encryption technologies that could delay or prevent the acceptance and use of encryption products and public networks for secure communications;

- Difficulties in staffing, [removed: managing,] [added: managing] and operating our international operations;

- Political, social or economic unrest, war, [removed: or] terrorism, regional natural disasters, or export controls and trade restrictions, particularly in areas in which we have facilities; and

We [removed: may] also [added: have and may continue to] face pressure to lower our prices in order to compete in emerging markets, which [added: has previously and] could [added: in the future] adversely affect revenue derived from our international operations.

Issues in the development and deployment of AI may result in reputational harm and legal liability and could adversely affect our results of operations.

We have incorporated, and are continuing to develop and deploy, AI into many of our products, solutions and services.

AI presents challenges and risks that could affect our products, solutions and services, and therefore our business.

For example, AI algorithms may have flaws, and datasets used to train models may be insufficient or contain biased information.

These potential issues could subject us to regulatory risk, legal liability, including under new proposed legislation regulating AI in jurisdictions such as the EU and regulations being considered in other jurisdictions, and brand or reputational harm.

The rapid evolution of AI, including potential government regulation of AI, requires us to invest significant resources to develop, test, and maintain AI in our products and services in a manner that meets evolving requirements and expectations.

The rules and regulations adopted by policymakers over time may require us to make changes to our business practices.

Developing, testing, and deploying AI systems may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems.

The intellectual property ownership and license rights surrounding AI technologies, as well as data protection laws related to the use and development of AI, are currently not fully addressed by courts or regulators.

The use or adoption of AI technologies in our products may result in exposure to claims by third parties of copyright infringement or other intellectual property misappropriation, which may require us to pay compensation or license fees to third parties.

The evolving legal, regulatory, and compliance framework for AI technologies may also impact our ability to protect our own data and intellectual property against infringing use.

Additionally, changes in the macroeconomic environment have previously and may continue to affect our business.

Goodwill impairment evaluations have previously and may result in a charge to earnings.

Competition is significant for people with the specific skills that we require, including in the areas of AI and machine learning, and especially in the locations where we have a substantial presence and need for such personnel.

In addition, our internal IT environment continues to evolve.

We embrace new ways of sharing data and communicating internally and with partners and customers using methods such as social networking and other consumer-oriented technologies.

We also remain vigilant with the increasing use of generative AI models in our internal systems which may create new attack methods for adversaries.

Our business policies and internal security controls may not keep pace with these changes as new threats emerge, or emerging cybersecurity regulations in jurisdictions worldwide.

subject us to legal claims and liabilities or regulatory penalties.

The occurrence of a natural disaster, an act of terrorism state-sponsored attacks, a pandemic, geopolitical tensions or armed conflicts, and similar events could result in a

For example, developing and acting on ESG-related

Similarly, the Corporate Sustainability Reporting Directive will require large EU companies to make detailed disclosures in relation to certain sustainability-related issues.

In addition, any legal action to protect proprietary information

For additional information on such claims, please refer to Note 18 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

financial market conditions, all of which are significantly affected by financial, business, economic and other factors.

For example, recent elevated interest rates have resulted in an increase in our cost of debt.

These government actions and global macroeconomic conditions have had and may continue to have a material adverse effect on our business, financial condition and results of operations.

RISK RELATED TO TAXES

OECD and many countries have proposed to reallocate a portion of profits of large multinational enterprises (MNE) with an annual global turnover exceeding €20 billion to markets where sales arise (Pillar One), as well as enact a global minimum tax rate of 15% for MNE with an annual global turnover exceeding €750 million (Pillar Two).

Ireland, Czech Republic and certain jurisdictions in which we operate have enacted legislation to implement Pillar Two and other countries are actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals.

The enactment of Pillar Two legislation is not expected to have a material adverse effect on our effective tax rate and Consolidated Financial Statements in the near term.

We will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate;

- The ultimate determination of our taxes owed in any of these jurisdictions is for an amount in excess of the tax provision we have recorded or reserved for;

Our corporate and legal entity structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would harm our results of operations.

We generally conduct our international operations through wholly-owned subsidiaries and are or may be required to report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions.

Our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions.

The amount of taxes we pay in different jurisdictions may depend on a variety of factors including the application of the tax laws of those various jurisdictions (including the U.S.) to our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements.

The relevant taxing authorities have in the past and may in the future disagree with our determinations as to the income and expenses attributable to specific jurisdictions.

If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations.

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

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

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.

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.

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

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

As a result of the COVID-19 pandemic, we transitioned to a remote working environment for the substantial majority of our employees.

Over time such remote operations may decrease the cohesiveness of our employees and our ability to maintain our culture, both of which are integral to our success.

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

or if our ESG-related data, processes and reporting are incomplete or inaccurate, our reputation, business, financial performance and growth could be adversely affected.

From time to time we are a party to lawsuits and investigations, which typically require significant management time and attention and result in significant legal expenses.

Additionally, in the event we did not previously accrue for such

- Changes in U.S. and worldwide economic conditions, such as economic recessions, the impact of inflation, fluctuations in foreign currency exchange rates and changes in interest rates, conflicts including Russia’s invasion of Ukraine, and other global macroeconomic factors on our operations and financial performance;

Pillar One allows countries to reallocate a portion of residual profits earned by multinational enterprises (MNE), with an annual global turnover exceeding €20 billion and a profit margin over 10%, to other market jurisdictions.

Pillar Two requires MNEs with an annual global turnover exceeding €750 million to pay a global minimum tax of 15%.

We will continue to monitor the implementation of the Inclusive Framework agreement by the countries in which we operate.

We will continue to monitor and determine how these and other legislative changes will be enacted into law and how they will potentially impact our corporate tax liabilities, our income tax provision, and cash tax liability.

It is possible that they could have a material effect on our corporate tax liability and our global effective tax rate;

future.

Gen [removed: 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.

[added: | | | |] Fiscal [removed: Year Highlights][added: Year (1) | | | | | | | | | | | | | | |]

[removed: -] During [added: the] fiscal [added: 2024 and] 2023, we [removed: repurchased] [added: executed repurchases of 21 million and] 40 million [removed: shares] of our common stock [added: under our existing stock repurchase program] for an aggregate amount of [removed: $904] [added: $441] million and [removed: paid a total of $314 million in quarterly dividends to shareholders.][added: $904 million, respectively.]

[removed: Refer to] [added: See] Note [removed: 4] [added: 10] of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information [removed: about this business combination.][added: on our debt.]

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

Fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] in this report refers to fiscal years ended March [added: 29, 2024, March] 31, [removed: 2023, April 1, 2022] [added: 2023] and April [removed: 2, 2021,] [added: 1, 2022,] respectively, each of which was a 52-week year.

The following table provides our key financial metrics for fiscal [removed: 2023] [added: 2024] compared with fiscal [removed: 2022:][added: 2023:]

| (In millions, except for per share amounts) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net revenues | | | $ | [removed: 3,338] [added: 3,812] | | | | | $ | [removed: 2,796] [added: 3,338] | |

| Operating income (loss) | | | $ | [removed: 1,227] [added: 1,122] | | | | | $ | [removed: 1,005] [added: 1,227] | |

| Net income (loss) | | | $ | [removed: 1,349] [added: 616] | | | | | $ | [removed: 836] [added: 1,349] | |

| Net income (loss) per share - diluted | | | $ | [removed: 2.16] [added: 0.96] | | | | | $ | [removed: 1.41] [added: 2.16] | |

| Net cash provided by (used in) operating activities | | | $ | [removed: 757] [added: 2,064] | | | | | $ | [removed: 974] [added: 757] | |

| (In millions) | | | March [removed: 31, 2023] [added: 29, 2024] | | | | | | [removed: April 1, 2022] [added: March 31, 2023] | | |

| [removed: Cash,] [added: Cash and] cash equivalents [removed: and short-term investments] | | | $ | [removed: 750] [added: 846] | | | | | $ | [removed: 1,891] [added: 750] | |

| Contract liabilities | | | $ | [removed: 1,788] [added: 1,806] | | | | | $ | [removed: 1,306] [added: 1,788] | |

- Net revenues increased [removed: $542] [added: $474] million, primarily due to [added: an additional five and a half months of] revenue [removed: attributable to the] contribution from Avast, [added: up $419 million as compared to the corresponding period,] which was acquired during the second quarter of fiscal [removed: 2023,] [added: 2023 in September 2022,] and higher sales in both our consumer security and identity and information protection products, partially offset by unfavorable foreign currency fluctuations.

- Net income (loss) [removed: increased $513] [added: decreased $733] million and net income per share [removed: increased $0.75,] [added: decreased $1.20,] primarily due [removed: to an] [added: by the absence of the] income tax benefit [added: as a result of a tax capital loss] in fiscal 2023, [added: decreased operating income discussed above] and increased [removed: operating income, partially offset by an increase in] interest expense associated with our [removed: new] senior credit facilities and two senior notes.

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, [added: any of] which may persist for an extended period.

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

Volatile market conditions related to [removed: Russia’s invasion of Ukraine and retaliatory sanctions against the Russian Federation and Belarus, the COVID-19 pandemic] [added: geopolitical conflicts] and other macroeconomic events have, at times, [added: affected our results of operations] and [added: cash flows in non-material ways; however, geopolitical conflicts and other macroeconomic events] may in the future [removed: negatively] [added: materially] impact our results of operations and cash flows.

The preparation of our Consolidated Financial Statements and related notes in accordance with generally accepted accounting principles in the U.S. [removed: (GAAP)] requires us to make estimates, including judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

We have based our [removed: estimates] [added: estimates, judgements and assumptions] on historical experience and on various [removed: assumptions that] [added: other factors] we believe to be reasonable under the circumstances.

We evaluate our [removed: estimates] [added: estimates, judgements and assumptions] on a regular basis and make changes accordingly.

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

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

Management believes the following critical accounting policies reflect the significant estimates [removed: and assumptions] used in the preparation of our Consolidated Financial Statements.

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

We use a two-step process to recognize liabilities for [removed: uncertain] [added: unrecognized] tax [removed: positions.][added: benefits.]

We re-evaluate these [removed: uncertain] [added: unrecognized] tax [removed: positions] [added: benefits] on a quarterly basis.

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

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 [removed: April 1, 2022] [added: March 31, 2023] for year-over-year comparisons of the results of operation between fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] as well as discussion of fiscal [removed: 2021] [added: 2022] performance metrics and cash flow activity, all of which are incorporated herein by reference.

| Cost of revenues | | | [removed: 18] [added: 19] | | | | | | [removed: 15] [added: 18] | | | | | | | | |

| Gross profit | | | [removed: 82] [added: 81] | | | | | | [removed: 85] [added: 82] | | | | | | | | |

| Sales and marketing | | | [removed: 20] [added: 19] | | | | | | [removed: 22] [added: 20] | | | | | | | | |

| General and administrative | | | [removed: 9] [added: 16] | | | | | | [removed: 14] [added: 9] | | | | | | | | |

| Amortization of intangible assets | | | [removed: 5] [added: 6] | | | | | | [removed: 3] [added: 5] | | | | | | | | |

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

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

| Operating income (loss) | | | [removed: 37] [added: 29] | | | | | | [removed: 36] [added: 37] | | | | | | | | |

Financial summary

- Operating income (loss) decreased $105 million, primarily due to an increase in legal accrual related to ongoing litigation and an increase in amortization of intangible assets recognized as a result of our acquisition of Avast.

This is partially offset by the increase in net revenues discussed above and cost synergies post-acquisition.

- Cash and cash equivalents increased by $96 million compared to March 31, 2023, primarily due to cash generated from operating activities during fiscal 2024.

This is offset by dividends paid to shareholders, voluntary prepayments of our Term B facility, a mandatory principal amortization payment of our Term A facility, and repurchases of our common stock.

- During fiscal 2024, we returned $1,947 million of capital back to shareholders and bondholders.

This was achieved through the repurchase of 21 million shares of our common stock, totaling $441 million.

Additionally, we paid out a total of $323 million in quarterly dividends and carried out $1,183 million in debt pay downs, including $950 million in voluntary prepayments applied exclusively to the Term B facility.

- During fiscal 2024, we increased net Direct customers by 0.9 million, increased monthly Direct ARPU by $0.15, and increased our Direct retention rate by 1%.

- During fiscal 2024, we received an $899 million income tax refund related to the filing of our fiscal 2023 tax return, which was recorded net of allowances as part of Other current assets in the Condensed Consolidated Balance Sheets as of March 31, 2023.

Although inflation rates slowed in 2023, global inflation remains high in 2024 and has impacted our results due to higher costs.

Inflation, interest rates and foreign exchange rates remained volatile in 2023 and fluctuations in these indicators are uncertain and could result in further adverse impacts to our reported results.

There is judgement and complexity involved in assessing if the tax position is more likely than not.

effectively settled issues under audit and new audit activity.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

This was inclusive of $25 million of foreign exchange headwinds, primarily in our consumer security products and a $419 million increase from revenue contribution from Avast due to the additional five and a half months as compared to the corresponding period.

We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of

our business and the effectiveness of our marketing and operational strategies.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

When changes occur, we recast historical amounts to match the current methodology, such as for fiscal 2023 where we aligned allocation methodologies across similar product categories.

| (In millions, except for percentages) | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | |

Fiscal 2024 compared to fiscal 2023

| (In millions, except for percentages) | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | |

Our operating expenses increased in fiscal 2024 compared to fiscal 2023 primarily due to an increase in legal accruals and amortization of intangible assets.

This was partially offset by a decrease in transaction and integration costs, in connection with our acquisition of Avast, which was completed during the second quarter of fiscal 2023.

Fiscal 2024 compared to fiscal 2023

Sales and marketing expense increased $51 million, due to a $32 million increase in advertising, a $9 million increase in occupancy and IT costs, and an $8 million increase in headcount and outside services.

General and administrative expense increased $318 million, primarily due to a $388 million increase in legal accrual, of which $290 million is related to our litigation case with the Trustees of Columbia University in the City of New York (Columbia) and the corresponding legal fees, $52 million related to a legal accrual in the third quarter of fiscal 2024 and a $41 million reversal in legal accrual in the third quarter of fiscal 2023, both of which are related to the GSA litigation.

This was partially offset by a $65 million decrease in acquisition and integration costs related to our acquisition of Avast.

Restructuring and other costs decreased $12 million, primarily due a $10 million decrease in stock-based compensation expense.

| Gain (loss) on equity investments | | | (40) | | | | | | (7) | | | | | | | | | | | | (33) | | | | | | | | |

Fiscal 2024 compared to fiscal 2023

| Income tax expense (benefit) | | | $ | (157) | | | | | $ | (545) | | | | | | | |

| Effective tax rate | | | (34) | | % | | | | (68) | | % | | | | | | |

Fiscal 2024 compared to fiscal 2023

Our effective tax rate increased primarily due to a one-time income tax benefit as a result of a tax capital loss in fiscal 2023 partially offset by an income tax benefit as a result of an operational and legal entity restructuring in fiscal 2024.

The Organization for Economic Cooperation and Development (OECD) and many countries have proposed to reallocate a portion of profits of large multinational enterprises (MNE) with an annual global turnover exceeding €20 billion to markets where sales arise (Pillar One), as well as enact a global minimum tax rate of at least 15% for MNE with an annual global turnover exceeding €750 million (Pillar Two).

On December 12, 2022, the European Union reached an agreement to implement the Pillar Two directive of the OECD’s reform of international taxation at the European Union level.

The agreement affirms that all Member States must transpose the Pillar Two directive by December 31, 2023.

The rules will therefore first be applicable for fiscal years starting on or after December 31, 2023.

- 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 August 2022, we settled the $525 million principal and conversion rights of our New 2.0% Convertible Notes in cash.

The aggregate settlement amount of $630 million was based on $20.41 per underlying share into which the New 2.0% Convertible Notes were convertible.

In addition, we paid $5 million of accrued and unpaid interest through the date of settlement.

The repayments resulted in an adjustment to stockholders’ equity of $100 million.

- 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.

Merger with Avast

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.

Upon close of the Merger with Avast, we entered into the Amended and Restated Credit Agreement (Credit Agreement) with certain financial institutions, in which they agreed to provide us with (i) a $1,500 million revolving credit facility (Revolving Facility), (ii) a $3,910 million term loan A facility (Term A Facility), (iii) a $3,690 million term loan B facility (Term B Facility) and (iv) a $750 million tranche A bridge loan (Bridge Loan) (collectively, the senior credit facilities).

The Bridge Loan was undrawn and immediately terminated 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.

Key financial metrics

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

- 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.

- 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.

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

Conversely, we have seen and may continue to see cost savings from the shift to remote and distributed work for certain of our employees in areas including events, travel, utilities and other benefits.

uncertainties, some of which are beyond our control.

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

| | | | 2023 | | | | | | 2022 | | | | | | | | |

This was inclusive of $113 million of foreign exchange headwinds, primarily in our consumer security products.

| | | | Fiscal Year (2) | | | | | | | | | | | | | | |

In addition, although the adjustment amounts will never

When changes occur, we recast historical amounts to match the current revenue channels.

As such, prior period performance metrics have been recast to conform to the current period presentation for all periods presented above.

(3) The performance metrics for fiscal 2023 include the revenues earned and customers acquired through our Merger with Avast.

ARPU is based on average customer count and assumes full quarter of revenue for both companies.

As of March [removed: 31, 2023,] [added: 29, 2024,] we had [removed: $2,607] [added: $2,606] million in aggregate principal amount of fixed-rate Senior Notes, with a carrying amount and a fair value of [removed: $2,593] [added: $2,624] million, based on Level 2 inputs.

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

As of March [removed: 31, 2023,] [added: 29, 2024,] we also had [removed: $7,292] [added: $6,110] million outstanding debt with variable interest rates based on the Secured Overnight Financing Rate (SOFR).

A hypothetical 100 basis point change in SOFR would have resulted in a [removed: $73] [added: $61] million increase in interest expense on an annualized basis.

Pursuant to the agreements, we [removed: will] [added: have] effectively [removed: convert] [added: converted] $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 [removed: $26] [added: $18] million increase or [removed: $28] [added: $18] million decrease in the fair values of our floating to fixed rate interest swaps at March [removed: 31, 2023.][added: 29, 2024.]

However, with each new digital interaction comes increased risk and exposure for consumers as cybercriminals use a mix of old and new tactics and [removed: technology,] [added: technologies,] including phishing, vishing, smishing, based on machine learning and [removed: deep fake,] [added: generative artificial intelligence (AI) technologies,] to execute highly advanced [removed: threats.][added: threats and attacks.]

We are committed more than ever to protecting and empowering people’s digital lives with [added: personalized,] human-centered safety.

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

As of March [removed: 31, 2023,] [added: 29, 2024,] we have approximately 500 million total users, which come from direct, indirect and freemium channels.

Of these total users, we have approximately 65 million paid [removed: Cyber Safety] [added: cyber safety] customers including over [removed: 38] [added: 39] million direct customers with whom we have a direct billing relationship.

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

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

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

By combining and leveraging our family of trusted consumer brands, including offerings from Norton, Avast, LifeLock, Avira, AVG, [removed: Reputation Defender] [added: ReputationDefender] and CCleaner, we deliver an industry-leading set of [removed: Cyber Safety] [added: cyber safety] solutions.

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

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

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

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

[added: - Draw strength from our world-class customer service support:] Our global support team seeks to ensure the voice of the consumer is heard and that we put our customers first.

According to our most recent research, Norton has [removed: 84%] [added: 85%] global brand awareness, and we are best positioned and [removed: number one] top of mind in consumer [removed: Cyber Safety,] [added: cyber safety,] according to the [removed: 2022] [added: 2023] Gen Brand [removed: Impact study.][added: Tracker.]

We continuously [removed: target] [added: aim] to release new products and features [removed: at an accelerated pace] [added: to outpace evolving threats] and find synergies to integrate current and future technology acquisitions.

[removed: Our] [added: Leveraging our] technology [removed: platforms bring together] [added: platforms, we integrate] software and service capabilities within these three categories into comprehensive and easy-to-use products and solutions across our brands.

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

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

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

In the event of identity theft, we assign an Identity Restoration Specialist to work directly with customers to help restore their [removed: identities.][added: identities, and all plans include reimbursements for losses and expenses incurred ranging up to $3 million.]

This allows customers to securely transmit and access private information, such as passwords, bank details and credit card numbers, when using public Wi-Fi on PCs, [removed: Macs] [added: Macs,] and mobile iOS and Android devices.

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

We are committed to our innovation and research [removed: &] [added: and] development efforts.

The Technology team at Gen is driving the company’s future technologies and [removed: innovations,] [added: innovation] and helping guide the consumer cybersecurity industry.

[added: We also have a global threat] response and security technology organization that is comprised of our dedicated team of threat and security researchers, supported by advanced systems to innovate security technology and threat intelligence.

We believe the [removed: Cyber Safety] [added: cyber safety] market will continue to expand beyond these core markets and grow significantly, driven by the [removed: growing] [added: increasing] number of people globally connected to the internet and their expanding digital lives.

The digitization of the world and the overlap between the physical and digital world [removed: is] [added: are] growing at a fast pace.

New technologies, smart devices, digital identities and an increasingly more connected world [removed: means] [added: mean] consumers will encounter a range of new [removed: Cyber Safety] [added: cyber safety] challenges.

Cybercriminals have not only expanded their reach, but the sophistication of digital threats and attacks are becoming increasingly more [removed: consumer-related.][added: realistic and believable.]

- Security: Our principal competitors in this segment include Apple, Bitdefender, [added: ESET, F-Secure,] Google, Kaspersky, [added: Malwarebytes,] McAfee, Microsoft, Trend Micro, [removed: Webroot, Malwarebytes] and [removed: F-Secure.][added: Webroot.]

- Identity Protection: Our principal competitors in this segment include credit bureaus such as Equifax, Experian and TransUnion, as well as certain credit monitoring and identity theft protection solutions from others such as Allstate, [added: Aura,] Generali (Iris), [removed: Aura and] Intuit (Credit [removed: Karma).][added: Karma) and Microsoft.]

- Online Privacy: Our principal competitors in this segment include Apple, Aura, [removed: Kape, Nord Security, IPVanish, Mozilla,] Brave, [added: DuckDuckGo, IPVanish, Kape, Mozilla] and [removed: DuckDuckGo.][added: Nord Security.]

- Other Competitors: In addition to competition from independent software vendors such as Bitdefender, Kaspersky, McAfee and Trend Micro, and from OS providers such as Apple, Google and Microsoft, we also face competition from other companies that currently focus on one or a few [removed: Cyber Safety] [added: cyber safety] or adjacent segments but are developing additional competing products and expanding their portfolios into new segments, such as ‘pure play’ companies [removed: such as Life360,] [added: including but not limited to, 1Password,] Bark, Dashlane, LastPass, [added: Life360, Proton, and Truecaller,] internet service providers, big tech platform providers, insurance companies and financial service organizations.

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

Our commitment to ESG [removed: is a core component of] [added: supports] our company Purpose and Mission.

This quarterly update includes [removed: performance data and] program information across [removed: environmental stewardship,] ethics, community investment, [removed: and more; progress made toward our ESG targets;] [added: the environment] and information on emerging ESG priorities.

Our Head of Corporate Responsibility and [removed: Government Affairs reports to our Chief Marketing Officer and meets] [added: Public Policy provides] quarterly [removed: with] [added: updates to] our [removed: CEO and] Leadership Team and cross-functional ESG Working Group to review our strategy, progress, and program updates.

Building a brand centered on trust is critically [removed: important,] [added: important to our business success,] and our focus on ESG helps us earn trust from our customers, employees, investors and shareholders.

As such, ESG topics are core to our business [removed: strategy:][added: strategy.]

These products solve for a specific need, when you need it, and can add on to the value you already have.

Please see below for our full set of products by category.

Additionally, our all-in-one cybersecurity solutions help small business owners safeguard their team’s online activities, devices and customer data.

Scams have also continued to become more prevalent and sophisticated and we offer real-time scam detection tools such as Norton Genie to help determine if a text, email, social media post or website could be a scam.

- Identity Protection (US: LifeLock Identity Theft Protection, Avast and AVG Secure Identity; International: Norton Identity Theft Protection, Dark Web Monitoring): In the US, we offer Identity Theft protection as part of our LifeLock, Avast and AVG brands.

All three products include monitoring of credit reports, the dark web and social media accounts to help safeguard our customers’ personal information.

The LifeLock product also offers monitoring of financial accounts.

Outside the US, we offer Norton branded plans that include dark web monitoring in over 50 countries and monitoring of credit, social media and financial accounts, restoration support and identity theft insurance in select countries.

- Online Privacy (VPN, multiple personal data protection products, ReputationDefender): Our VPN solutions offered through the Norton, Avast and AVG brands enhance security and online privacy by providing an encrypted data tunnel.

We offer a variety of solutions under the Norton and Avast brands to protect customers’ data either by keeping it anonymous while browsing online through our AntiTrack and Secure Browser products or helping customers remove it from public data broker sites through our Privacy Monitor Assistant and BreachGuard products.

ReputationDefender is a white glove service that helps customers manage all aspects of their personal branding online, including search results, social media sites and overall web presence.

The advancement of AI and large language model (LLM) technology is a key driver of this.

Our giving focuses on digital safety education; environmental action; and disaster response.

These include:

- Employee Engagement: We provide employees globally with meaningful ways to put their time, skills and monetary donations to work for their favorite causes.

Gen provides robust benefits for volunteering and giving for all employees including matching donations dollar for dollar to approved nonprofits.

During special campaigns, Gen provides an opportunity to double their donations to their favorite causes.

development and advancement (equity) and can bring their whole selves to work and feel valued every day (inclusion).

As part of our culture and leadership fabric, we are committed to increasing diversity through our four pillar DEI strategy.

Our IP portfolio is spread across different entities and in multiple countries.

As we continue to expand our international operations, we have developed a strategy to ensure global distribution of our IP aligns with our long-term strategic objectives, business model, and goals.

The ability to maintain and protect

We also use our website as a tool to disclose important information about the company and comply with our disclosure obligations under Regulation Fair Disclosure.

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.

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

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.

- Identity Protection (Norton and LifeLock Identity Theft Protection and Restoration, Dark Web Monitoring, Home Title Protect, Social Media 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.

Norton Dark Web Monitoring looks for personal information of our LifeLock, Norton 360 and Norton Identity Advisor Plus members on the Dark Web.

Avast Secure Identity provides advanced identity protection including credit monitoring and alerts.

LifeLock Home Title Protect detects fraud and notifies members if we find changes made to their Home Title.

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

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

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

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

Our Secure Browser, BreachGuard and other browser extension products provide private, fast and secure browsing across different devices, as well as protect sensitive online information against malicious websites and phishing, data loss, data leaks, data breaches, and collection by third parties and provides assistance from experts when needed.

We also have a global threat

Norton’s most recent Consumer Cyber Safety Pulse Report found that the company blocked over 3.5 billion threats in 2022, including 90.9 million phishing attempts, 260.4 million file threats and 1.6 million mobile threats.

In 2022, Avast processed more than 582 million new unique samples, of which over 282 million were malicious.

Avast has also set up honeypots in 88 countries worldwide and captured over 1.45 billion attacks on average per month by these honeypots alone.

Our technology-based solutions:

- Giga-Scale Endpoint Visibility: Visibility on threat and behavioral trajectories across approximately 500 million endpoints and networks.

- Autonomous Defense: Automation of the detection pipeline by leveraging modern, featureless, explainable AI.

- Next-Gen Insight: AI-based enrichment and best-in-class analytics of multi-factor, large-scale behavior data in real-time.

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

Our annual Norton Cyber Safety Insights Report examines the impact of cybercrime and consumers’ online behaviors and concerns related to their online security, privacy and identity.

Our report can be found at Newsroom.GenDigital.com/2023-Norton-Cyber-Safety-Insights-Report-Special-Release-Online-Creeping.

According to the 2023 report, based on research conducted online by The Harris Poll on behalf of Gen, an estimated 463 million adults in 8 countries experienced cybercrime and about 47.5 million adults experienced identity theft in 2022.

Among those who experienced cybercrime in 2022, over 3.5 billion hours were spent trying to resolve the issues created and over half of those cybercrime victims have experienced financial loss.

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

- Environment: Our goal is to establish Gen as an environmentally responsible business.

- Employee Engagement: We launched a new platform for employees called the Giving Hub.

It provides for easier participation for employees to give to their favorite nonprofits and for additional global opportunities for volunteering and service in their communities.

We partner with Work180, a women-focused recruitment site that only lists career opportunities from employers that support diversity, inclusion and flexibility.

In fiscal 2023, we publicly disclosed our most recent US Equal Employment Opportunity Commission EEO-1 Component 1 Data Collection Report on our investor relations website located at Investor.GenDigital.com/governance/governance-documents.

Inclusion is something we strive for and invest in every day.

Raising awareness and appreciation of various diversity topics via our learning curriculum, global all employee conversations, published Blogs and Events.

Leveraging an extensive breadth of content and learning opportunities.

More recently as we worked through our integration bringing together NortonLifeLock and Avast teams we pulse surveyed at a more frequent interval to hear directly on what was going well and where we could improve together as we evolve our culture as a combined team.

For the Fiscal Year Ended March [removed: 31, 2023][added: 29, 2024]

Aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of Gen Digital [removed: (f/k/a NortonLifeLock Inc.)] common stock on September [removed: 30, 2022] [added: 29, 2023] as reported on the Nasdaq Global Select Market: [removed: $9,340,370,900,] [added: $7,116,883,792,] based on a per share stock price of [removed: $20.14.][added: $17.68.]

The number of shares of Gen Digital common stock, $0.01 par value per share, outstanding as of May [removed: 19, 2023] [added: 10, 2024] was [removed: 640,770,648] [added: 626,145,897] shares.

Portions of the registrant’s definitive proxy statement for the [removed: 2023] [added: 2024] 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 March [removed: 31, 2023.][added: 29, 2024.]

For the Fiscal Year Ended March [removed: 31, 2023][added: 29, 2024]

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| [Item [removed: 8.](#i3c0f9043d06045e492862cb991e756d6_64)] [added: 8.](#i9e4e1299f14441b4937cd123a287eaf8_64)] | | | [Financial Statements and Supplementary [removed: Data](#i3c0f9043d06045e492862cb991e756d6_64)] [added: Data](#i9e4e1299f14441b4937cd123a287eaf8_64)] | | | [removed: [37](#i3c0f9043d06045e492862cb991e756d6_64)] [added: [37](#i9e4e1299f14441b4937cd123a287eaf8_64)] | | |

| [Item [removed: 9.](#i3c0f9043d06045e492862cb991e756d6_67)] [added: 9.](#i9e4e1299f14441b4937cd123a287eaf8_67)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3c0f9043d06045e492862cb991e756d6_67)] [added: Disclosure](#i9e4e1299f14441b4937cd123a287eaf8_67)] | | | [removed: [37](#i3c0f9043d06045e492862cb991e756d6_67)] [added: [37](#i9e4e1299f14441b4937cd123a287eaf8_67)] | | |

| [Item [removed: 9A.](#i3c0f9043d06045e492862cb991e756d6_70)] [added: 9A.](#i9e4e1299f14441b4937cd123a287eaf8_70)] | | | [Controls and [removed: Procedures](#i3c0f9043d06045e492862cb991e756d6_70)] [added: Procedures](#i9e4e1299f14441b4937cd123a287eaf8_70)] | | | [removed: [37](#i3c0f9043d06045e492862cb991e756d6_70)] [added: [37](#i9e4e1299f14441b4937cd123a287eaf8_70)] | | |

| [Item [removed: 9B.](#i3c0f9043d06045e492862cb991e756d6_73)] [added: 9B.](#i9e4e1299f14441b4937cd123a287eaf8_73)] | | | [Other [removed: Information](#i3c0f9043d06045e492862cb991e756d6_73)] [added: Information](#i9e4e1299f14441b4937cd123a287eaf8_73)] | | | [removed: [37](#i3c0f9043d06045e492862cb991e756d6_73)] [added: [37](#i9e4e1299f14441b4937cd123a287eaf8_73)] | | |

| [Item [removed: 9C.](#i3c0f9043d06045e492862cb991e756d6_76)] [added: 9C.](#i9e4e1299f14441b4937cd123a287eaf8_76)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i3c0f9043d06045e492862cb991e756d6_76)] [added: Inspections](#i9e4e1299f14441b4937cd123a287eaf8_76)] | | | [removed: [37](#i3c0f9043d06045e492862cb991e756d6_76)] [added: [37](#i9e4e1299f14441b4937cd123a287eaf8_76)] | | |

| [PART [removed: III](#i3c0f9043d06045e492862cb991e756d6_79)] [added: III](#i9e4e1299f14441b4937cd123a287eaf8_79)] | | | | | | | | |

| [Item [removed: 10.](#i3c0f9043d06045e492862cb991e756d6_82)] [added: 10.](#i9e4e1299f14441b4937cd123a287eaf8_82)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3c0f9043d06045e492862cb991e756d6_82)] [added: Governance](#i9e4e1299f14441b4937cd123a287eaf8_82)] | | | [removed: [38](#i3c0f9043d06045e492862cb991e756d6_82)] [added: [38](#i9e4e1299f14441b4937cd123a287eaf8_82)] | | |

| [Item [removed: 11.](#i3c0f9043d06045e492862cb991e756d6_85)] [added: 11.](#i9e4e1299f14441b4937cd123a287eaf8_85)] | | | [Executive [removed: Compensation](#i3c0f9043d06045e492862cb991e756d6_85)] [added: Compensation](#i9e4e1299f14441b4937cd123a287eaf8_85)] | | | [removed: [38](#i3c0f9043d06045e492862cb991e756d6_85)] [added: [38](#i9e4e1299f14441b4937cd123a287eaf8_85)] | | |

| [Item [removed: 12.](#i3c0f9043d06045e492862cb991e756d6_88)] [added: 12.](#i9e4e1299f14441b4937cd123a287eaf8_88)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3c0f9043d06045e492862cb991e756d6_88)] [added: Matters](#i9e4e1299f14441b4937cd123a287eaf8_88)] | | | [removed: [38](#i3c0f9043d06045e492862cb991e756d6_88)] [added: [38](#i9e4e1299f14441b4937cd123a287eaf8_88)] | | |

| [Item [removed: 13.](#i3c0f9043d06045e492862cb991e756d6_91)] [added: 13.](#i9e4e1299f14441b4937cd123a287eaf8_91)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3c0f9043d06045e492862cb991e756d6_91)] [added: Independence](#i9e4e1299f14441b4937cd123a287eaf8_91)] | | | [removed: [38](#i3c0f9043d06045e492862cb991e756d6_91)] [added: [38](#i9e4e1299f14441b4937cd123a287eaf8_91)] | | |

| [Item [removed: 14.](#i3c0f9043d06045e492862cb991e756d6_94)] [added: 14.](#i9e4e1299f14441b4937cd123a287eaf8_94)] | | | [Principal [removed: Accounting Fees] [added: Account](#i9e4e1299f14441b4937cd123a287eaf8_94)[ant](#i9e4e1299f14441b4937cd123a287eaf8_94) [Fees] and [removed: Services](#i3c0f9043d06045e492862cb991e756d6_94)] [added: Services](#i9e4e1299f14441b4937cd123a287eaf8_94)] | | | [removed: [38](#i3c0f9043d06045e492862cb991e756d6_94)] [added: [38](#i9e4e1299f14441b4937cd123a287eaf8_94)] | | |

| [Item [removed: 15.](#i3c0f9043d06045e492862cb991e756d6_100)] [added: 15.](#i9e4e1299f14441b4937cd123a287eaf8_100)] | | | [removed: [Exhibits,] [added: [Exhibits and] Financial Statement [removed: Schedules](#i3c0f9043d06045e492862cb991e756d6_100)] [added: Schedules](#i9e4e1299f14441b4937cd123a287eaf8_100)] | | | [removed: [39](#i3c0f9043d06045e492862cb991e756d6_100)] [added: [39](#i9e4e1299f14441b4937cd123a287eaf8_100)] | | |

| [Item [removed: 16.](#i3c0f9043d06045e492862cb991e756d6_187)] [added: 16.](#i9e4e1299f14441b4937cd123a287eaf8_187)] | | | [Form 10-K [removed: Summary](#i3c0f9043d06045e492862cb991e756d6_187)] [added: Summary](#i9e4e1299f14441b4937cd123a287eaf8_187)] | | | [removed: [86](#i3c0f9043d06045e492862cb991e756d6_187)] [added: [77](#i9e4e1299f14441b4937cd123a287eaf8_187)] | | |

| [removed: [Signatures](#i3c0f9043d06045e492862cb991e756d6_190)] [added: [Signatures](#i9e4e1299f14441b4937cd123a287eaf8_190)] | | | | | | [removed: [87](#i3c0f9043d06045e492862cb991e756d6_190)] [added: [78](#i9e4e1299f14441b4937cd123a287eaf8_190)] | | |

LifeLock, Avira, AVG, [removed: Reputation Defender,] [added: ReputationDefender,] 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.

Forward-looking statements include [added: statements that represent our expectations or beliefs concerning future events, including, without limitation,] references to our ability to utilize our deferred tax assets, [removed: statements about our future financial performance,] [added: as well as] statements including words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “goal,” “intent,” “momentum,” “projects,” [added: “forecast,” “outlook,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”] and similar [removed: expressions, and any other statements that does not directly relate to any historical or current fact.][added: expressions.]

We encourage you to read [removed: that section] [added: those sections] carefully.

| [PART I](#i9e4e1299f14441b4937cd123a287eaf8_13) | | | | | | | | |

| [I](#i9e4e1299f14441b4937cd123a287eaf8_1565)[tem 1C.](#i9e4e1299f14441b4937cd123a287eaf8_1565) | | | [Cybersecurity](#i9e4e1299f14441b4937cd123a287eaf8_1565) | | | [24](#i9e4e1299f14441b4937cd123a287eaf8_1565) | | |

| [PART II](#i9e4e1299f14441b4937cd123a287eaf8_34) | | | | | | | | |

| [PART IV](#i9e4e1299f14441b4937cd123a287eaf8_97) | | | | | | | | |

In addition, projections of our future financial performance; anticipated growth and trends in our businesses and in our industries; the consummation of or anticipated impacts of acquisitions (including our ability to achieve synergies from acquisitions, including Avast), divestitures, restructurings, stock repurchases, financings, debt repayments 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 products and solutions; anticipated tax rates, benefits and expenses; the impact of inflation, fluctuations in foreign currency exchange rates, changes in interest rates, ongoing and new geopolitical conflicts, and other global macroeconomic factors on our operations and financial performance; and other characterizations of future events or circumstances are forward-looking statements.

There may also be other factors that have not been anticipated or that are not described in our periodic filings with the Securities and Exchange Commission (SEC), generally because we did not believe them to be significant at the time, which could cause actual results to differ materially from our projections and expectations.

All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

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

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

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

None.

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

Cybersecurity risk management and strategy

We maintain a cybersecurity program designed to protect our systems and data from information security risks, including regular oversight of our programs for security monitoring.

Gen has a process for identifying and assessing material risks from cybersecurity threats on a regular basis that operates alongside our broader overall risk assessment process, covering all identified enterprise wide risks.

Cybersecurity risk is reviewed quarterly with management and with the board of directors.

In addition, we regularly perform evaluations (including independent third-party evaluations) of our security program and our information technology infrastructure and information security management systems.

Our processes also address risk and identification of cybersecurity threat risks from our use of third-party service providers.

This involves, among other things, conducting pre-engagement risk-based diligence, reviewing security and controls reports, implementing contractual security and notification provisions, and ongoing monitoring as needed.

Our information security management system is based upon industry frameworks.

Our Chief Information Security Officer (CISO) leads our cybersecurity program, which includes the implementation of controls designed to align with these industry frameworks and applicable statutes and regulations.

Our CISO has over 30 years of prior work experience in various roles involving managing information security programs, developing cybersecurity strategy, implementing effective information and cybersecurity initiatives and has been the Head of IT Audit, CISO and CIO at three other companies prior to Gen Digital.

He has a Bachelor of Science in Computer Information Systems.

We have implemented security monitoring capabilities designed to alert us to suspicious activity and developed an incident response program that includes periodic testing and is designed to restore business operations quickly.

In addition, employees participate in mandatory annual training and receive communications regarding the cybersecurity environment to increase awareness throughout the company.

We also implemented an enhanced annual training program for specific specialized employee populations, including secure coding training.

Governance

The Technology and Cybersecurity Committee of the Board has direct oversight to the Company’s (1) technology strategy, initiatives, and investments and (2) key cybersecurity information technology risks against both internal and external threats.

The Technology and Cybersecurity Committee is comprised entirely of independent directors, all of whom have experience related to

information security issues or oversight and meets and reports to the Board on a quarterly basis.

The Audit Committee, which is also comprised entirely of independent directors, considers cybersecurity information technology risks in connection with overseeing our enterprise risk management system, and reports to the Board on enterprise risk management matters on a quarterly basis.

We have processes in place for management to report security instances to the Technology and Cybersecurity Committee and Audit Committee as they occur, if material, and to provide a summary multiple times per year of other incidents to the Technology and Cybersecurity Committee.

Additionally, our CISO attends each Technology and Cybersecurity Committee meeting and meets regularly with the Board of Directors or the Audit Committee of the Board of Directors to brief them on technology and information security matters.

We carry insurance that provides protection against some of the potential losses arising from a cybersecurity incident.

In the last fiscal three years, we have not experienced any material information security breach incidences and the expenses we have incurred from information security breach incidences were immaterial.

This includes penalties and settlements, of which there were none.

We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “Our solutions, systems, websites and the data on these sources have been in the past and may continue to be subject to cybersecurity events that could materially harm our reputation and future sales.” included as part of ”Risk Factors” in Item 1A of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.

As of March [removed: 31, 2023,] [added: 29, 2024,] there were [removed: 3,694] [added: 3,148] 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 March [removed: 31, 2023] [added: 29, 2024] (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: 2018] [added: 2019] and the reinvestment of all dividends).

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

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

[added: (2)] Under our stock repurchase programs, shares may be repurchased on the open market and through accelerated stock repurchase transactions.

As of March [removed: 31, 2023,] [added: 29, 2024,] we had [removed: $870] [added: $429] million remaining authorized to be completed in future periods with no expiration date.

[removed: No shares were repurchased] [added: Stock repurchases] during the three months ended March [removed: 31, 2023.][added: 29, 2024 were as follows:]

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

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

| (In millions, except per share data) | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program | | | | | | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) | | |

| December 30, 2023 to January 26, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 729 | |

| January 27, 2024 to February 23, 2024 | | | 14 | | | | | | $ | 21.37 | | | | | 14 | | | | | | $ | 429 | |

| February 24, 2024 to March 29, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 429 | |

| Total number of shares repurchased | | | 14 | | | | | | | | | | | | 14 | | | | | | | | |

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

In May 2024, our Board of Directors authorized a new stock repurchase program through which we may repurchase shares of our common stock in an aggregate amount of up to $3 billion with no fixed expiration.

This new stock repurchase program will supersede any amounts under the prior stock repurchase programs.

and the S&P Information Technology Index

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of March [removed: 31, 2023,] [added: 29, 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Our management has concluded that, as of March [removed: 31, 2023,] [added: 29, 2024,] our internal control over financial reporting was effective at the reasonable assurance level based on these criteria.

The effectiveness of our internal control over financial reporting, as of March [removed: 31, 2023,] [added: 29, 2024,] 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: During the quarter ended March 31, 2023, except for changes in connection with our Merger with Avast discussed above, there] [added: There] were no changes in our internal [removed: controls] [added: control] over financial reporting [removed: or] [added: identified] in [removed: other factors,] [added: connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act] that [added: occurred during the fiscal quarter ended March 29, 2024 that] have materially affected, or are reasonably likely to materially affect, our internal [removed: controls] [added: control] over financial reporting.

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.

Insider adoption or termination of trading arrangements

During the fiscal quarter ended March 29, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K, Item 408.

None.

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: 2023] [added: 2024] Annual Meeting to be filed with the SEC within 120 days of the fiscal year ended March [removed: 31, 2023] [added: 29, 2024] (the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement, and such disclosure, if any, is incorporated herein by reference.

Insider trading arrangements and policies

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.01 to this Annual Report on Form 10-K.

The information required by this item will be included under the caption “Executive Compensation” in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included under the caption “Principal Accountant Fees and Services” in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i3c0f9043d06045e492862cb991e756d6_103)] [added: Firm](#i9e4e1299f14441b4937cd123a287eaf8_103)] | | | [removed: [40](#i3c0f9043d06045e492862cb991e756d6_103)] [added: [40](#i9e4e1299f14441b4937cd123a287eaf8_103)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i3c0f9043d06045e492862cb991e756d6_106)] [added: Sheets](#i9e4e1299f14441b4937cd123a287eaf8_106)] | | | [removed: [42](#i3c0f9043d06045e492862cb991e756d6_106)] [added: [42](#i9e4e1299f14441b4937cd123a287eaf8_106)] | | |

| | | | [Consolidated Statements of [removed: Operations](#i3c0f9043d06045e492862cb991e756d6_109)] [added: Operations](#i9e4e1299f14441b4937cd123a287eaf8_109)] | | | [removed: [43](#i3c0f9043d06045e492862cb991e756d6_109)] [added: [43](#i9e4e1299f14441b4937cd123a287eaf8_109)] | | |

| | | | [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i3c0f9043d06045e492862cb991e756d6_112)] [added: (Loss)](#i9e4e1299f14441b4937cd123a287eaf8_112)] | | | [removed: [44](#i3c0f9043d06045e492862cb991e756d6_112)] [added: [44](#i9e4e1299f14441b4937cd123a287eaf8_112)] | | |

| | | | [Consolidated Statements of Stockholders’ Equity [removed: (Deficit)](#i3c0f9043d06045e492862cb991e756d6_115)] [added: (Deficit)](#i9e4e1299f14441b4937cd123a287eaf8_115)] | | | [removed: [45](#i3c0f9043d06045e492862cb991e756d6_115)] [added: [45](#i9e4e1299f14441b4937cd123a287eaf8_115)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i3c0f9043d06045e492862cb991e756d6_118)] [added: Flows](#i9e4e1299f14441b4937cd123a287eaf8_118)] | | | [removed: [46](#i3c0f9043d06045e492862cb991e756d6_118)] [added: [46](#i9e4e1299f14441b4937cd123a287eaf8_118)] | | |

| | | | [Notes to the Consolidated Financial [removed: Statements](#i3c0f9043d06045e492862cb991e756d6_121)] [added: Statements](#i9e4e1299f14441b4937cd123a287eaf8_121)] | | | [removed: [47](#i3c0f9043d06045e492862cb991e756d6_121)] [added: [47](#i9e4e1299f14441b4937cd123a287eaf8_121)] | | |

| | | | [Note 1. Description of Business and Significant Accounting [removed: Policies](#i3c0f9043d06045e492862cb991e756d6_124)] [added: Policies](#i9e4e1299f14441b4937cd123a287eaf8_124)] | | | [removed: [47](#i3c0f9043d06045e492862cb991e756d6_124)] [added: [47](#i9e4e1299f14441b4937cd123a287eaf8_124)] | | |

| | | | [Note 2. Recent Accounting [removed: Standards](#i3c0f9043d06045e492862cb991e756d6_127)] [added: Standards](#i9e4e1299f14441b4937cd123a287eaf8_127)] | | | [removed: [52](#i3c0f9043d06045e492862cb991e756d6_127)] [added: [52](#i9e4e1299f14441b4937cd123a287eaf8_127)] | | |

| | | | [Note [removed: 3. Divestitures, Discontinued Operations and Assets] [added: 3.](#i9e4e1299f14441b4937cd123a287eaf8_130) [Assets] Held for [removed: Sale](#i3c0f9043d06045e492862cb991e756d6_130)] [added: Sale](#i9e4e1299f14441b4937cd123a287eaf8_130)] | | | [removed: [52](#i3c0f9043d06045e492862cb991e756d6_130)] [added: [52](#i9e4e1299f14441b4937cd123a287eaf8_130)] | | |

| | | | [Note 4. Business [removed: Combinations](#i3c0f9043d06045e492862cb991e756d6_133)] [added: Combinations](#i9e4e1299f14441b4937cd123a287eaf8_133)] | | | [removed: [53](#i3c0f9043d06045e492862cb991e756d6_133)] [added: [52](#i9e4e1299f14441b4937cd123a287eaf8_133)] | | |

| | | | [Note 5. [removed: Revenues](#i3c0f9043d06045e492862cb991e756d6_136)] [added: Revenues](#i9e4e1299f14441b4937cd123a287eaf8_136)] | | | [removed: [57](#i3c0f9043d06045e492862cb991e756d6_136)] [added: [53](#i9e4e1299f14441b4937cd123a287eaf8_136)] | | |

| | | | [Note 6. Goodwill and Intangible [removed: Assets](#i3c0f9043d06045e492862cb991e756d6_139)] [added: Assets](#i9e4e1299f14441b4937cd123a287eaf8_139)] | | | [removed: [57](#i3c0f9043d06045e492862cb991e756d6_139)] [added: [54](#i9e4e1299f14441b4937cd123a287eaf8_139)] | | |

| | | | [Note 7. Supplementary [removed: Information](#i3c0f9043d06045e492862cb991e756d6_142)] [added: Information](#i9e4e1299f14441b4937cd123a287eaf8_142)] | | | [removed: [58](#i3c0f9043d06045e492862cb991e756d6_142)] [added: [54](#i9e4e1299f14441b4937cd123a287eaf8_142)] | | |

| | | | [Note 8. Financial Instruments and Fair Value [removed: Measurements](#i3c0f9043d06045e492862cb991e756d6_145)] [added: Measurements](#i9e4e1299f14441b4937cd123a287eaf8_145)] | | | [removed: [60](#i3c0f9043d06045e492862cb991e756d6_145)] [added: [57](#i9e4e1299f14441b4937cd123a287eaf8_145)] | | |

| | | | [Note 9. [removed: Leases](#i3c0f9043d06045e492862cb991e756d6_148)] [added: Leases](#i9e4e1299f14441b4937cd123a287eaf8_148)] | | | [removed: [60](#i3c0f9043d06045e492862cb991e756d6_148)] [added: [57](#i9e4e1299f14441b4937cd123a287eaf8_148)] | | |

| | | | [Note 10. [removed: Debt](#i3c0f9043d06045e492862cb991e756d6_151)] [added: Debt](#i9e4e1299f14441b4937cd123a287eaf8_151)] | | | [removed: [62](#i3c0f9043d06045e492862cb991e756d6_151)] [added: [58](#i9e4e1299f14441b4937cd123a287eaf8_151)] | | |

| | | | [Note 11. [removed: Derivatives](#i3c0f9043d06045e492862cb991e756d6_157)] [added: Derivatives](#i9e4e1299f14441b4937cd123a287eaf8_157)] | | | [removed: [66](#i3c0f9043d06045e492862cb991e756d6_157)] [added: [60](#i9e4e1299f14441b4937cd123a287eaf8_157)] | | |

| | | | [Note 12. Restructuring and Other [removed: Costs](#i3c0f9043d06045e492862cb991e756d6_160)] [added: Costs](#i9e4e1299f14441b4937cd123a287eaf8_160)] | | | [removed: [67](#i3c0f9043d06045e492862cb991e756d6_160)] [added: [61](#i9e4e1299f14441b4937cd123a287eaf8_160)] | | |

| | | | [Note 13. Income [removed: Taxes](#i3c0f9043d06045e492862cb991e756d6_163)] [added: Taxes](#i9e4e1299f14441b4937cd123a287eaf8_163)] | | | [removed: [68](#i3c0f9043d06045e492862cb991e756d6_163)] [added: [62](#i9e4e1299f14441b4937cd123a287eaf8_163)] | | |

| | | | [Note 14. Stockholders’ [removed: Equity](#i3c0f9043d06045e492862cb991e756d6_166)] [added: Equity](#i9e4e1299f14441b4937cd123a287eaf8_166)] | | | [removed: [71](#i3c0f9043d06045e492862cb991e756d6_166)] [added: [64](#i9e4e1299f14441b4937cd123a287eaf8_166)] | | |

| | | | [Note 15. Stock-Based Compensation and Other Benefit [removed: Plans](#i3c0f9043d06045e492862cb991e756d6_169)] [added: Plans](#i9e4e1299f14441b4937cd123a287eaf8_169)] | | | [removed: [71](#i3c0f9043d06045e492862cb991e756d6_169)] [added: [65](#i9e4e1299f14441b4937cd123a287eaf8_169)] | | |

| | | | [Note 16. Net Income Per [removed: Share](#i3c0f9043d06045e492862cb991e756d6_172)] [added: Share](#i9e4e1299f14441b4937cd123a287eaf8_172)] | | | [removed: [75](#i3c0f9043d06045e492862cb991e756d6_172)] [added: [67](#i9e4e1299f14441b4937cd123a287eaf8_172)] | | |

| | | | [Note 17. Segment and Geographic [removed: Information](#i3c0f9043d06045e492862cb991e756d6_175)] [added: Information](#i9e4e1299f14441b4937cd123a287eaf8_175)] | | | [removed: [76](#i3c0f9043d06045e492862cb991e756d6_175)] [added: [68](#i9e4e1299f14441b4937cd123a287eaf8_175)] | | |

| | | | [Note 18. Commitments and [removed: Contingencies](#i3c0f9043d06045e492862cb991e756d6_178)] [added: Contingencies](#i9e4e1299f14441b4937cd123a287eaf8_178)] | | | [removed: [77](#i3c0f9043d06045e492862cb991e756d6_178)] [added: [69](#i9e4e1299f14441b4937cd123a287eaf8_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.](#i3c0f9043d06045e492862cb991e756d6_184)] [added: Report.](#i9e4e1299f14441b4937cd123a287eaf8_184)] | | | [removed: [80](#i3c0f9043d06045e492862cb991e756d6_184)] [added: [72](#i9e4e1299f14441b4937cd123a287eaf8_184)] | | |

We have audited the accompanying consolidated balance sheets of Gen Digital Inc. and subsidiaries (the Company) as of March [removed: 31, 2023] [added: 29, 2024] and [removed: April 1, 2022,] [added: March 31, 2023,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended March [removed: 31, 2023,] [added: 29, 2024,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of March [removed: 31, 2023,] [added: 29, 2024,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March [removed: 31, 2023] [added: 29, 2024] and [removed: April 1, 2022,] [added: March 31, 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended March [removed: 31, 2023,] [added: 29, 2024,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March [removed: 31, 2023] [added: 29, 2024] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

As discussed in Note 1 to the consolidated financial statements, the Company’s net revenues are principally derived from the sale of [removed: packaged software] products [added: and services] directly to end-user customers through [removed: a multi-tiered] [added: multiple partner] distribution [removed: channel.][added: channels.]

The Company recorded [removed: $3,338] [added: $3,812] million of net revenues for the year ended March [removed: 31, 2023.][added: 29, 2024.]

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

As discussed in Notes 1 and 13 to the consolidated financial statements, as of March [removed: 31, 2023,] [added: 29, 2024,] the Company recognized [removed: uncertain] [added: unrecognized] tax [removed: positions.][added: benefits.]

As of March [removed: 31, 2023,] [added: 29, 2024,] the Company [removed: recorded] [added: has] a liability for gross unrecognized tax benefits of [removed: $710] [added: $1,163] million.

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

| | | | March [added: 29, 2024 | | | | | | March] 31, 2023 | | | | | | April 1, 2022 | | |

| [removed: Cash] [added: Beginning cash] and cash equivalents | | | [removed: $ |] 750 | | | | | [removed: $] | 1,887 | | [added: | | | | 933 | | |]

| Short-term [removed: investments] [added: lease costs] | | | [removed: —] [added: 3] | | | | | | [removed: 4] [added: 2] | | | [added: | | | 2 | | |]

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

| Net unrealized gain (loss) on interest rate derivative instruments | | | 16 | | | | | | — | | | | | | — | | |

| Balance as of March 29, 2024 | | | 623 | | | | | | $ | 2,227 | | | | | $ | 11 | | | | | $ | (41) | | | | | $ | 2,197 | |

(2) Amount includes excise tax on share repurchases.

On September 12, 2022, we completed our acquisition of Avast, plc (Avast).

Our customer definition aligns with the control principles as outlined under Accounting Standards Codification (ASC) 606.

Our customers are primarily users of our products and solutions who sign up on our e-commerce platform and have a direct billing relationship with us.

However, our customers, also include users who do not have a direct billing relationship with us but register on our e-commerce site through our e-commerce partners.

When referring to e-commerce partners, we are referring to those that are our fulfillment and payment processors who perform primarily administrative functions, such as collecting payment and remitting any required sales tax to governmental authorities.

Revenue from these e-commerce partners is recognized on a gross basis, excluding fees paid to e-commerce partners.

Revenue from services is recognized as services are completed or ratably over the contractual period.

We also record accruals for unrecognized tax benefits at the largest amount that is greater than 50% likely of being realized based on the technical merits of the position.

| E-commerce partner A | | | 13 | | % | | | | 13 | | % |

| E-commerce partner B | | | 11 | | % | | | | 14 | | % |

*ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.* In November 2023, the Financial Accounting Standards Board (FASB) issued new guidance to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

This is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

We do not expect the adoption of this guidance will have a material impact on our Consolidated Financial Statements and disclosures.

*ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.* In December 2023, the FASB issued new guidance to update income tax disclosure requirements, requiring disaggregated information about an entity’s effective tax rate reconciliation as well as income taxes paid.

This is effective for fiscal years beginning after December 15, 2024.

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

The remaining land and building in Dublin, Ireland, remains as held for sale.

During the third quarter of fiscal 2024, we completed the sale of certain land and buildings in Tucson, Arizona, which were previously classified as held for sale as of March 31, 2023, for cash consideration of $12 million, net of selling costs.

We recognized a gain on sale of $5 million.

| Balance as of March 29, 2024 | | | $ | 10,210 | |

The following table summarizes the components of our intangible assets, net:

| | | | March 29, 2024 | | | | | | | | | | | | | | | | | | March 31, 2023 | | | | | | | | | | | | | | |

| (In millions) | | | March 29, 2024 | | |

| 2028 | | | 379 | | |

| 2029 | | | 249 | | |

| (In millions) | | | March 29, 2024 | | | | | | March 31, 2023 | | |

| (In millions) | | | March 29, 2024 | | | | | | March 31, 2023 | | |

| (In millions) | | | March 29, 2024 | | | | | | March 31, 2023 | | |

| (In millions) | | | March 29, 2024 | | | | | | March 31, 2023 | | |

| (In millions) | | | March 29, 2024 | | | | | | March 31, 2023 | | |

| (In millions) | | | March 29, 2024 | | | | | | March 31, 2023 | | |

| (In millions) | | | March 29, 2024 | | | | | | March 31, 2023 | | |

| Long-term accrued legal fees | | | $ | 586 | | | | | $ | — | |

| Total other long-term liabilities | | | $ | 671 | | | | | $ | 74 | |

| (In millions) | | | March 29, 2024 | | | | | | March 31, 2023 | | |

| Gain (loss) on equity investments | | | (40) | | | | | | (7) | | | | | | (7) | | |

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.

May 24, 2023

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

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

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

| Continuing operations | | | $ | 2.20 | | | | | $ | 1.44 | | | | | $ | 1.18 | |

| Discontinued operations | | | $ | — | | | | | $ | — | | | | | $ | (0.24) | |

| Continuing operations | | | $ | 2.16 | | | | | $ | 1.41 | | | | | $ | 1.16 | |

| Balance as of April 3, 2020 | | | 589 | | | | | | $ | 3,356 | | | | | $ | (16) | | | | | $ | (3,330) | | | | | $ | 10 | |

| Exchange and extinguishment of convertible debt | | | — | | | | | | (578) | | | | | | — | | | | | | — | | | | | | (578) | | |

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

On August 10, 2021, we announced a transaction under which we intended 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 Merger).

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).

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.

*Short-term investments*.

Short-term investments consist primarily of corporate bonds.

They are classified as available-for-sale and recognized at fair value using Level 1 and Level 2 inputs, which are quoted using market prices, independent pricing vendors or other sources, to determine the fair value.

Unrealized gains and losses, net of tax, are included in Accumulated other comprehensive income (loss) (AOCI).

We regularly review our investment portfolio to identify and evaluate investments that have indications of impairment.

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

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

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

its carrying amount.

and the relative proportions of revenue and income before taxes in the various domestic and international jurisdictions in which we operate.

| Distributor A | | | 13 | | % | | | | 23 | | % |

| Distributor B | | | 14 | | % | | | | N/A | | |

*Debt with Conversion and Other Options*.

In August 2020, the FASB issued Accounting Standards Update 2020-06 (ASU 2020-06) which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments.

The new guidance removes from GAAP the separation models for convertible debt with embedded conversion features.

As a result, entities will no longer separately present embedded conversion features in equity.

A convertible debt instrument will be accounted for wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, *Derivatives and Hedging*, or (2) a convertible debt instrument was issued at a substantial premium.

In addition, the debt discount, which is equal to the carry value of the embedded conversion feature upon issuance, will no longer be amortized as interest expense over the life of the instrument.

The new guidance also requires the use of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share and include the effect of share settlement for instruments that may be settled in cash or shares.

See Note 16 for further information related to the diluted earnings per share calculation.

We adopted this standard as of April 2, 2022, the first day of fiscal 2023, using a modified retrospective method of transition, under which, financial results and earnings per share amounts reported in prior periods were not adjusted or restated in our Consolidated Financial Statements.

As such, the new guidance was applied to the convertible debt instruments outstanding as of the beginning of this fiscal year, with the cumulative effect of adoption recognized through an adjustment to the opening balance of retained earnings.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the [removed: 24th] [added: 15th] day of May [removed: 2023.][added: 2024.]

| /s/ Vincent Pilette | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |

| /s/ Natalie Derse | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |

| /s/ Ondrej Vlcek | | | | | | President and Director | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |

| /s/ Frank E. Dangeard | | | | | | Chairman of the Board | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |

| /s/ Sue Barsamian | | | | | | Director | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |

| /s/ Pavel Baudis | | | | | | Director | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |

| /s/ Eric K. Brandt | | | | | | Director | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |

| /s/ Nora Denzel | | | | | | Director | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |

| /s/ Peter A. Feld | | | | | | Director | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |

| /s/ Emily Heath | | | | | | Director | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |

| /s/ Sherrese M. Smith | | | | | | Director | | | | | | May [removed: 24, 2023] [added: 15, 2024] | | |