Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
(a)
(1). Financial Statements
Upon written request, we will provide, without charge, a copy of this annual report, including the Consolidated Financial Statements and financial statement schedule. All requests should be sent to:
Gen Digital Inc.
Attn: Investor Relations
60 E. Rio Salado, Suite 1000
Tempe, Arizona 85281
(650) 527-8000
The following documents are filed as part of this report:
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Gen Digital Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Gen Digital Inc. and subsidiaries (the Company) as of March 29, 2024 and 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 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 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 29, 2024 and 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 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 29, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Sufficiency of audit evidence over net revenues
As discussed in Note 1 to the consolidated financial statements, the Company’s net revenues are principally derived from the sale of products and services directly to end-user customers through multiple partner distribution channels. The processing of customer orders through to the determination of net revenues to be recognized is reliant upon multiple information technology (IT) systems. The Company recorded $3,812 million of net revenues for the year ended March 29, 2024.
We identified the evaluation of sufficiency of audit evidence over net revenues as a critical audit matter. The evaluation of sufficiency of audit evidence over net revenues required a high degree of subjective auditor judgment due to the number of revenue-related IT systems involved. Specifically, judgment was required to evaluate that revenue data was captured and aggregated throughout various IT systems. Additionally, IT professionals with specialized skills and knowledge were required to evaluate the nature and extent of evidence obtained over net revenues.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net revenues. We evaluated the design and tested the operating effectiveness of certain internal controls related to the revenue process, including controls related to IT. We involved IT professionals with specialized skills and knowledge, who assisted in identifying and testing key IT configuration and IT interface controls for the various systems processing and recording revenue transactions. For a sample of transactions, we assessed the recorded revenue by comparing cash receipts to the revenue recognized. We evaluated the sufficiency of audit evidence obtained over net revenues by assessing the results of procedures performed.
Assessment of uncertain tax positions
As discussed in Notes 1 and 13 to the consolidated financial statements, as of March 29, 2024, the Company recognized unrecognized tax benefits. The Company evaluates uncertain tax positions to determine whether it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. As of March 29, 2024, the Company has a liability for gross unrecognized tax benefits of $1,163 million.
We identified the assessment of uncertain tax positions as a critical audit matter. Complex auditor judgment, including the involvement of tax professionals with specialized skills and knowledge, was required to evaluate the Company’s determination of uncertain tax positions, which included assessing the Company’s interpretation and application of tax laws globally across multiple jurisdictions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s uncertain tax positions process, including controls related to the determination of uncertain tax positions, which included assessing the Company’s interpretation and application of tax laws. We evaluated the Company’s ability to identify and determine its uncertain tax positions by comparing historical uncertain tax positions to actual outcomes upon conclusion of tax examinations. We involved tax professionals with specialized skills and knowledge, who assisted in:
● Obtaining an understanding of the Company’s overall tax structure across multiple jurisdictions and assessing the Company’s compliance with tax laws globally,
● Evaluating changes in tax law, and assessing the interpretation under the relevant jurisdictions’ tax law,
● Inspecting settlements with taxing authorities to assess the Company’s determination of its tax positions,
● Inspecting correspondence and agreements with taxing authorities, reading internal meeting minutes, and evaluating the status of income tax audits with relevant tax authorities, and
● Performing an assessment of the Company’s tax positions and comparing to the results of the Company’s assessment.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Santa Clara, California
May 15, 2024
GEN DIGITAL INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except par value per share amounts)
| March 29, 2024 | March 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 846 | $ | 750 | |||||||
| Accounts receivable, net | 163 | 168 | |||||||||
| Other current assets | 334 | 284 | |||||||||
| Assets held for sale | 15 | 31 | |||||||||
| Total current assets | 1,358 | 1,233 | |||||||||
| Property and equipment, net | 72 | 76 | |||||||||
| Intangible assets, net | 2,638 | 3,097 | |||||||||
| Goodwill | 10,210 | 10,217 | |||||||||
| Other long-term assets | 1,494 | 1,324 | |||||||||
| Total assets | $ | 15,772 | $ | 15,947 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 66 | $ | 77 | |||||||
| Accrued compensation and benefits | 78 | 102 | |||||||||
| Current portion of long-term debt | 175 | 233 | |||||||||
| Contract liabilities | 1,730 | 1,708 | |||||||||
| Other current liabilities | 599 | 729 | |||||||||
| Total current liabilities | 2,648 | 2,849 | |||||||||
| Long-term debt | 8,429 | 9,529 | |||||||||
| Long-term contract liabilities | 76 | 80 | |||||||||
| Deferred income tax liabilities | 261 | 395 | |||||||||
| Long-term income taxes payable | 1,490 | 820 | |||||||||
| Other long-term liabilities | 671 | 74 | |||||||||
| Total liabilities | 13,575 | 13,747 | |||||||||
| Commitments and contingencies (Note 18) | |||||||||||
| Stockholders’ equity (deficit): | |||||||||||
| Common stock and additional paid-in capital, $0.01 par value: 3,000 shares authorized; 623 and 640 shares issued and outstanding as of March 29, 2024 and March 31, 2023, respectively | 2,227 | 2,800 | |||||||||
| Accumulated other comprehensive income (loss) | 11 | (15) | |||||||||
| Retained earnings (accumulated deficit) | (41) | (585) | |||||||||
| Total stockholders’ equity (deficit) | 2,197 | 2,200 | |||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 15,772 | $ | 15,947 |
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
GEN DIGITAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
| Year Ended | |||||||||||||||||
| March 29, 2024 | March 31, 2023 | April 1, 2022 | |||||||||||||||
| Net revenues | $ | 3,812 | $ | 3,338 | $ | 2,796 | |||||||||||
| Cost of revenues | 731 | 589 | 408 | ||||||||||||||
| Gross profit | 3,081 | 2,749 | 2,388 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
| Sales and marketing | 733 | 682 | 622 | ||||||||||||||
| Research and development | 332 | 313 | 253 | ||||||||||||||
| General and administrative | 604 | 286 | 392 | ||||||||||||||
| Amortization of intangible assets | 233 | 172 | 85 | ||||||||||||||
| Restructuring and other costs | 57 | 69 | 31 | ||||||||||||||
| Total operating expenses | 1,959 | 1,522 | 1,383 | ||||||||||||||
| Operating income (loss) | 1,122 | 1,227 | 1,005 | ||||||||||||||
| Interest expense | (669) | (401) | (126) | ||||||||||||||
| Other income (expense), net | 6 | (22) | 163 | ||||||||||||||
| Income (loss) before income taxes | 459 | 804 | 1,042 | ||||||||||||||
| Income tax expense (benefit) | (157) | (545) | 206 | ||||||||||||||
| Net income (loss) | $ | 616 | $ | 1,349 | $ | 836 | |||||||||||
| Net income (loss) per share - basic | $ | 0.97 | $ | 2.20 | $ | 1.44 | |||||||||||
| Net income (loss) per share - diluted | $ | 0.96 | $ | 2.16 | $ | 1.41 | |||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||
| Basic | 637 | 614 | 581 | ||||||||||||||
| Diluted | 642 | 624 | 591 |
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
GEN DIGITAL INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
| Year Ended | |||||||||||||||||
| March 29, 2024 | March 31, 2023 | April 1, 2022 | |||||||||||||||
| Net income (loss) | $ | 616 | $ | 1,349 | $ | 836 | |||||||||||
| Other comprehensive income (loss), net of taxes: | |||||||||||||||||
| Foreign currency translation adjustments | 10 | (11) | (51) | ||||||||||||||
| Net unrealized gain (loss) on interest rate derivative instruments | 16 | — | — | ||||||||||||||
| Other comprehensive income (loss), net of taxes | 26 | (11) | (51) | ||||||||||||||
| Comprehensive income (loss) | $ | 642 | $ | 1,338 | $ | 785 |
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
GEN DIGITAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(In millions, except share amounts)
| Common Stock and Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balance as of April 2, 2021 | 580 | $ | 2,229 | $ | 47 | $ | (2,776) | $ | (500) | ||||||||||||||||||||
| Net income (loss) | — | — | — | 836 | 836 | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | — | — | (51) | — | (51) | ||||||||||||||||||||||||
| Common stock issued under employee stock incentive plans | 3 | 14 | — | — | 14 | ||||||||||||||||||||||||
| Shares withheld for taxes related to vesting of stock units | (1) | (16) | — | — | (16) | ||||||||||||||||||||||||
| Cash dividends declared ($0.50 per share of common stock) and dividend equivalents accrued | — | (294) | — | — | (294) | ||||||||||||||||||||||||
| Stock-based compensation | — | 70 | — | — | 70 | ||||||||||||||||||||||||
| Extinguishment of convertible debt | — | (152) | — | — | (152) | ||||||||||||||||||||||||
| Balance as of April 1, 2022 | 582 | 1,851 | (4) | (1,940) | (93) | ||||||||||||||||||||||||
| Net income (loss) | — | — | — | 1,349 | 1,349 | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | — | — | (11) | — | (11) | ||||||||||||||||||||||||
| Common stock issued under employee stock incentive plans | 5 | 12 | — | — | 12 | ||||||||||||||||||||||||
| Shares withheld for taxes related to vesting of stock units | (1) | (19) | — | — | (19) | ||||||||||||||||||||||||
| Repurchases of common stock | (40) | (904) | — | — | (904) | ||||||||||||||||||||||||
| Cash dividends declared ($0.50 per share of common stock) and dividend equivalents accrued | — | (308) | — | — | (308) | ||||||||||||||||||||||||
| Stock-based compensation | — | 134 | — | — | 134 | ||||||||||||||||||||||||
| Extinguishment of convertible debt | — | (100) | — | — | (100) | ||||||||||||||||||||||||
| Cumulative effect adjustment from adoption of ASU 2020-06 (1) | — | (7) | — | 6 | (1) | ||||||||||||||||||||||||
| Acquisition consideration | 94 | 2,141 | — | — | 2,141 | ||||||||||||||||||||||||
| Balance as of March 31, 2023 | 640 | 2,800 | (15) | (585) | 2,200 | ||||||||||||||||||||||||
| Net income (loss) | — | — | — | 616 | 616 | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | — | — | 26 | — | 26 | ||||||||||||||||||||||||
| Common stock issued under employee stock incentive plans | 6 | 12 | — | — | 12 | ||||||||||||||||||||||||
| Shares withheld for taxes related to vesting of stock units | (2) | (26) | — | — | (26) | ||||||||||||||||||||||||
| Repurchases of common stock (2) | (21) | (444) | — | — | (444) | ||||||||||||||||||||||||
| Cash dividends declared ($0.50 per share of common stock) and dividend equivalents accrued | — | (253) | — | (72) | (325) | ||||||||||||||||||||||||
| Stock-based compensation | — | 138 | — | — | 138 | ||||||||||||||||||||||||
| Balance as of March 29, 2024 | 623 | $ | 2,227 | $ | 11 | $ | (41) | $ | 2,197 |
(1) Effective on April 2, 2022, we adopted ASU 2020-06 (Debt with Conversion and Other Options, ASC 470-20) using a modified retrospective method.
(2) Amount includes excise tax on share repurchases.
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
GEN DIGITAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| Year Ended | |||||||||||||||||
| March 29, 2024 | March 31, 2023 | April 1, 2022 | |||||||||||||||
| OPERATING ACTIVITIES: | |||||||||||||||||
| Net income | $ | 616 | $ | 1,349 | $ | 836 | |||||||||||
| Adjustments: | |||||||||||||||||
| Amortization and depreciation | 485 | 329 | 140 | ||||||||||||||
| Impairments and write-offs of current and long-lived assets | (3) | 25 | 13 | ||||||||||||||
| Stock-based compensation expense | 138 | 134 | 70 | ||||||||||||||
| Deferred income taxes | (991) | (145) | (81) | ||||||||||||||
| Loss (gain) on extinguishment of debt | — | 9 | 3 | ||||||||||||||
| Gain on sale of properties | (9) | — | (175) | ||||||||||||||
| Non-cash operating lease expense | 18 | 23 | 20 | ||||||||||||||
| Impairment on non-marketable equity investments | 40 | — | — | ||||||||||||||
| Other | 22 | 2 | 1 | ||||||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||||||||
| Accounts receivable, net | 7 | 11 | (9) | ||||||||||||||
| Accounts payable | (12) | (8) | 10 | ||||||||||||||
| Accrued compensation and benefits | (24) | (6) | (26) | ||||||||||||||
| Contract liabilities | 35 | (5) | 67 | ||||||||||||||
| Income taxes payable | 446 | (128) | (78) | ||||||||||||||
| Other assets | 864 | (696) | (7) | ||||||||||||||
| Other liabilities | 432 | (137) | 190 | ||||||||||||||
| Net cash provided by (used in) operating activities | 2,064 | 757 | 974 | ||||||||||||||
| INVESTING ACTIVITIES: | |||||||||||||||||
| Purchases of property and equipment | (20) | (6) | (6) | ||||||||||||||
| Payments for acquisitions, net of cash acquired | — | (6,547) | (39) | ||||||||||||||
| Proceeds from the maturities and sales of short-term investments | — | 4 | 15 | ||||||||||||||
| Proceeds from the sale of properties | 25 | — | 355 | ||||||||||||||
| Other | (3) | 2 | 1 | ||||||||||||||
| Net cash provided by (used in) investing activities | 2 | (6,547) | 326 | ||||||||||||||
| FINANCING ACTIVITIES: | |||||||||||||||||
| Repayments of debt and related equity component | (1,183) | (3,047) | (541) | ||||||||||||||
| Proceeds from issuance of debt, net of issuance costs | — | 8,954 | 512 | ||||||||||||||
| Net proceeds from sales of common stock under employee stock incentive plans | 12 | 12 | 14 | ||||||||||||||
| Tax payments related to vesting of stock units | (26) | (20) | (15) | ||||||||||||||
| Dividends and dividend equivalents paid | (323) | (314) | (303) | ||||||||||||||
| Repurchases of common stock | (441) | (904) | — | ||||||||||||||
| Net cash provided by (used in) financing activities | (1,961) | 4,681 | (333) | ||||||||||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | (9) | (28) | (13) | ||||||||||||||
| Change in cash and cash equivalents | 96 | (1,137) | 954 | ||||||||||||||
| Beginning cash and cash equivalents | 750 | 1,887 | 933 | ||||||||||||||
| Ending cash and cash equivalents | $ | 846 | $ | 750 | $ | 1,887 |
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
GEN DIGITAL INC.
Notes to the Consolidated Financial Statements
Note 1. Description of Business and Significant Accounting Policies
Business
Gen Digital Inc. is a global company powering Digital Freedom with a family of trusted consumer brands including Norton, Avast, LifeLock, Avira, AVG, ReputationDefender and CCleaner. Our cyber safety portfolio provides protection across multiple channels and geographies, including security and performance, identity protection, and online privacy. Our technology platforms bring together software and service capabilities into comprehensive and easy-to-use products and solutions across our brands. We have also evolved beyond traditional cyber safety to offer adjacent trust-based solutions, including digital identity and access management, digital reputation, and restoration support services.
On September 12, 2022, we completed our acquisition of Avast, plc (Avast). Avast has been included in our Consolidated Statements of Operations since the acquisition date. See Note 4 for further information about this business combination.
Basis of presentation
The accompanying Consolidated Financial Statements of Gen Digital Inc. and our wholly-owned subsidiaries are prepared in conformity with generally accepted accounting principles in the United States (U.S. GAAP). All significant intercompany accounts and transactions have been eliminated in consolidation.
Fiscal calendar
We have a 52/53-week fiscal year ending on the Friday closest to March 31. Fiscal 2024, 2023 and 2022 in this report refers to fiscal years ended March 29, 2024, March 31, 2023 and April 1, 2022, respectively, each of which was a 52-week year.
Use of estimates
The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Such estimates include, but are not limited to, valuation of business combinations including acquired intangible assets and goodwill, loss contingencies, the recognition and measurement of current and deferred income taxes, including assessing of unrecognized tax benefits, and valuation of assets and liabilities. On an ongoing basis, management determines these estimates and assumptions based on historical experience and on various other assumptions that are believed to be reasonable. Third-party valuation specialists are also utilized for certain estimates. Actual results could differ from such estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment as a result of macroeconomic factors such as inflation, fluctuations in foreign currency exchange rates relative to the U.S. dollars, our reporting currency, changes in interest rates, Russia’s invasion of Ukraine, and the Israel-Hamas conflict, and such differences may be material to the Consolidated Financial Statements.
Significant Accounting Policies
With the exception of those discussed in Note 2, there were no material changes in accounting pronouncements issued by the Financial Accounting Standards Board (FASB) that were applicable or adopted by us during fiscal 2024.
Revenue recognition
We sell products and services directly to end-users and through multiple partner distribution channels. Revenue recognition begins when we transfer control of the promised products or services to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for such products or services. Our customer definition aligns with the control principles as outlined under Accounting Standards Codification (ASC) 606. Performance periods are generally one year or less, and payments are generally collected up front. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.
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.
We offer various channel rebates for our products. Our estimated reserves for channel volume incentive rebates are based on distributors’ and resellers’ performance compared to the terms and conditions of volume incentive rebate programs, which are typically entered into quarterly. Our reserves for rebates are estimated based on the terms and conditions of the promotional program, actual sales during the promotion, the amount of redemptions received, historical redemption trends by product and by type of promotional program and the value of the rebate. We record estimated reserves for rebates as an offset to revenue or contract liabilities. Reserves for rebates, recorded in Other current liabilities, were $4 million as of March 29, 2024 and March 31, 2023. For products that include content updates and services, rebates are recognized as a ratable offset to revenue or contract liabilities over the term of the subscription.
Performance obligations
At contract inception, we assess the products and services promised in the contract to identify each performance obligation and evaluate whether the performance obligations are capable of being distinct and are distinct within the context of the contract. Performance obligations that are not both capable of being distinct and are distinct within the context of the contract are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. Our software solutions typically consist of a term-based subscription as well as when-and-if available software updates and upgrades. We have determined that our promises to transfer the software license subscription and the related support and maintenance are not separately identifiable because:
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the licensed software and the software updates and upgrades are highly interdependent and highly interrelated, working together to deliver continuously updated protection to customers;
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by identifying and addressing new threats, the software updates and upgrades significantly modify the licensed software and are integral to maintaining its utility; and
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given the rapid pace with which new threats are identified, the value of the licensed software diminishes rapidly without the software updates and upgrades.
We therefore consider the software license and related support obligations a single, combined performance obligation with revenue recognized over time as our solutions are delivered. Revenue from services is recognized as services are completed or ratably over the contractual period.
Fair value measurements
For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider assumptions that market participants would use when pricing the asset or liability.
The three levels of inputs that may be used to measure fair value are:
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Level 1: Quoted prices in active markets for identical assets or liabilities.
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Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in less active markets or model-derived valuations. All significant inputs used in our valuations, such as discounted cash flows, are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.
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Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. We monitor and review the inputs and results of these valuation models to help ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes.
Assets measured and recorded at fair value:
Cash equivalents. We consider all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents are carried at amounts that approximate fair value due to the short period of time to maturity.
Non-marketable investments. Our non-marketable investments consist of equity investments in privately-held companies without a readily determinable fair value. We primarily measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. We may elect to measure certain investments at fair value, for which we utilize third-party valuation specialists at least annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate a change in the fair value of the investment. Gains and losses on these investments, whether realized or unrealized, are recognized in Other income (expense), net in our Consolidated Statements of Operations.
We assess the recoverability of our non-marketable investments by reviewing various indicators of impairment. If indicators are present, a fair value measurement is made by performing a discounted cash flow analysis of the investment. We immediately recognize the impairment to our non-marketable equity investments if the carrying value exceeds the fair value.
Accounts receivable
Accounts receivable are recorded at the invoiced amount and are not interest bearing. We maintain an allowance for doubtful accounts or expected credit losses to reserve for expected uncollectible receivables. We review our accounts receivable by aging category to identify specific customers with known disputes or collectability issues. In addition, we maintain an allowance for all other receivables not included in the specific reserve by applying specific percentages of projected uncollectible receivables to the various aging categories. In determining these percentages, we use judgment based on our historical collection experience and current economic trends as well as reasonable and supportable forecasts of future economic conditions.
Assets held for sale
Long-lived assets held for sale are recorded at the lower of carrying value or fair value less costs to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets and external data available.
Property and equipment
Property, equipment, and leasehold improvements are stated at cost, net of accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives. Estimated useful lives for financial reporting purposes are as follows: buildings, 20 to 30 years; building improvements, 7 to 20 years; leasehold improvements, the lesser of the life of the improvement or the initial lease term, and computer hardware and software and office furniture and equipment, 3 to 5 years.
Software development costs
The costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized in accordance with the accounting guidance for software. Because our current process for developing software is essentially completed concurrently with the establishment of technological feasibility, which occurs upon the completion of a working model, no costs have been capitalized for any of the periods presented.
Internal-use software development costs
We capitalize qualifying costs incurred during the application development stage related to software developed for internal-use and amortize them over the estimated useful life of 3 years. We expense costs incurred related to the planning and post-implementation phases of development as incurred. As of March 29, 2024 and March 31, 2023, capitalized costs, net of amortization, were $5 million and $6 million, respectively.
Leases
We determine if an arrangement is a lease at inception. We have elected to not recognize a lease liability or right-of-use (ROU) asset for short-term leases (leases with a term of twelve months or less that do not include an option to purchase the underlying asset). Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The interest rate we use to determine the present value of future payments is our incremental borrowing rate because the rate implicit in our leases is not readily determinable. Our incremental borrowing rate is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. Our operating lease assets also include adjustments for prepaid lease payments, lease incentives and initial direct costs.
Certain lease contracts include obligations to pay for other services, such as operations and maintenance. We elected the practical expedient whereby we record all lease components and the related minimum non-lease components as a single lease component. Cash payments made for variable lease costs are not included in the measurement of our operating lease assets and liabilities. Many of our lease terms include one or more options to renew. We do not assume renewals in our determination of the lease term unless it is reasonably certain that we will exercise that option. Lease costs for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. Our lease agreements do not contain any residual value guarantees.
Business combinations
We use the acquisition method of accounting under the authoritative guidance on business combinations. We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Each acquired company’s operating results are included in our Consolidated Financial Statements starting on the date of acquisition.
Goodwill
Goodwill is recorded when consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired.
We perform an impairment assessment of goodwill at the reporting unit level at least annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The accounting guidance gives us the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed.
In fiscal 2024, based on our qualitative assessments, we concluded that it is more likely than not that the fair values are more than their carrying values. Accordingly, there was no indication of impairment of goodwill, and further quantitative testing was not required.
Long-lived assets
In connection with our acquisitions, we generally recognize assets for customer relationships, developed technology, finite-lived trade names and indefinite-lived trade names. Finite-lived intangible assets are carried at cost less accumulated amortization. Such amortization is provided on a straight-line basis over the estimated useful lives of the respective assets, generally from 1 to 10 years. Amortization for developed technology is recognized in cost of revenue. Amortization for customer relationships and certain trade names is recognized in operating expenses. Indefinite-lived intangible assets are not subject to amortization but instead tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Long-lived assets, including finite-lived intangible assets and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets. An impairment loss is recognized when estimated undiscounted future cash flows generated from the assets are less than their carrying amount. Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value.
In fiscal 2024, based on our qualitative and quantitative assessments, we concluded that it is more likely than not that the fair values are more than their carrying values. Accordingly, there was no indication of impairment of long-lived assets, and further quantitative testing was not required.
Contract liabilities
Contract liabilities consist of deferred revenue and customer deposit liabilities and represent cash payments received or due in advance of fulfilling our performance obligations. Deferred revenue represents billings under non-cancelable contracts before the related product or service is transferred to the customer. Certain arrangements include terms that allow the customer to terminate the contract and receive a refund for a period of time. In these arrangements, we have concluded there are no enforceable rights and obligations during the period in which the option to cancel is exercisable by the customer, and therefore the consideration received or due from the customer is recorded as a customer deposit liability.
Debt
Our debt includes senior unsecured notes, senior term loans and a senior secured revolving credit facility. Our senior unsecured notes are recorded at par value at issuance less a discount representing the amount by which the face value exceeds the fair value at the date of issuance and an amount which represents issuance costs. Our senior term loans are recorded at par value less debt issuance costs, which are recorded as a reduction in the carrying value of the debt. The discount and issuance costs associated with the various notes are amortized using the effective interest rate method over the term of the debt as a non-cash charge to interest expense. Borrowings under our revolving credit facility, if any, are recognized at principal balance plus accrued interest based upon stated interest rates. Debt maturities are classified as current liabilities on our Consolidated Balance Sheets if we are contractually obligated to repay them in the next twelve months or, prior to the balance sheet date, we have the authorization and intent to repay them prior to their contractual maturities and within the next twelve months.
Treasury stock
We account for treasury stock under the cost method. Shares repurchased under our share repurchase program are retired. Upon retirement, we allocate the value of treasury stock between Additional paid-in capital and Retained earnings.
Restructuring
Restructuring actions generally include significant actions involving employee-related severance charges, contract termination costs and asset write-offs and impairments. Employee-related severance charges are largely based upon substantive severance plans, while some charges result from mandated requirements in certain foreign jurisdictions. These charges are reflected in the period when both the actions are probable and the amounts are estimable. Contract termination costs reflect costs that will continue to be incurred under a contract for its remaining term without future economic benefit. These charges are reflected in the period when a contract is terminated. Asset write-offs and impairments, including those related to ROU lease assets, are recognized in the period that an asset is decommissioned or a facility ceases to be used.
Income taxes
We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating losses and tax credit carryforwards in each jurisdiction in which we operate. We measure deferred tax assets and liabilities using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.
We also assess the likelihood that deferred tax assets will be realized from future taxable income and based on weighting positive and negative evidence, we will assess and determine the need for a valuation allowance, if required. The determination of our valuation allowance involves assumptions, judgments and estimates, including forecasted earnings, future taxable income and the relative proportions of revenue and income before taxes in the various domestic and international jurisdictions in which we operate. To the extent we establish a valuation allowance or change the valuation allowance in a period, we reflect the change with a corresponding increase or decrease to Income tax expense (benefit) in our Consolidated Statements of Operations.
We record accruals for unrecognized tax benefits when we believe that it is not more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. 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. We adjust these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of adjustments for unrecognized tax benefits as well as any related interest and penalties.
Stock-based compensation
We measure and recognize stock-based compensation for all stock-based awards, including restricted stock units (RSU), performance-based restricted stock units (PRU), stock options and rights to purchase shares under our employee stock purchase plan (ESPP), based on their estimated fair value on the grant date. We recognize the costs in our Consolidated Financial Statements on a straight-line basis over the award’s requisite service period except for PRUs with graded vesting, for which we recognize the costs on a graded basis. For awards with performance conditions, the amount of compensation cost we recognize over the requisite service period is based on the actual or estimated achievement of the performance condition. We estimate the number of stock-based awards that will be forfeited due to employee turnover.
The fair value of each RSU and PRU that does not contain a market condition is equal to the market value of our common stock on the date of grant. The fair value of each PRU that contains a market condition is estimated using the Monte Carlo simulation model. The fair values of RSUs and PRUs are not discounted by the dividend yield because our RSUs and PRUs include dividend-equivalent rights, except for the 4 million unvested RSUs assumed as part of our acquisition of Avast. We use the Black-Scholes model to determine the fair value of stock options and the fair value of rights to acquire shares of common stock under our ESPP. The Black-Scholes valuation model incorporates a number of variables, including our expected stock price volatility over the expected life of the awards, actual and projected employee exercise and forfeiture behaviors, risk-free interest rates and expected dividends. If we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected life, we estimate the expected life of the stock option awards granted based on its expected term using the simplified method available under U.S. GAAP.
Foreign currency
For foreign subsidiaries whose functional currency is the local currency, assets and liabilities are translated to U.S. dollars at exchange rates in effect at the balance sheet date. Gains and losses resulting from translation of these foreign currency financial statements into U.S. dollars are recorded in AOCI. Remeasurement adjustments are recorded in Other income (expense), net in our Consolidated Statements of Operations.
Concentrations of risk
A significant portion of our revenue is derived from international sales. Fluctuations of the U.S. dollar against foreign currencies, changes in local regulatory or economic conditions, or piracy could adversely affect our operating results.
Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents and trade accounts receivable. Our investment policy limits the amount of credit risk exposure to any one issuer and to any one country. A majority of our trade receivables are derived from sales to E-commerce partners and retailers. The credit risk in our trade accounts receivable is substantially mitigated by our credit evaluation process, reasonably short collection terms and the geographical dispersion of sales transactions. E-commerce partners that accounted for over 10% of our total billed and unbilled accounts receivable, are as follows:
| March 29, 2024 | March 31, 2023 | ||||||||||
| E-commerce partner A | 13 | % | 13 | % | |||||||
| E-commerce partner B | 11 | % | 14 | % |
Advertising and other promotional costs
Advertising and other promotional costs are expensed as incurred, and are recorded in sales and marketing expenses. These costs totaled $438 million, $405 million, and $423 million for fiscal 2024, 2023 and 2022, respectively.
Contingencies
We evaluate contingent liabilities including threatened or pending litigation in accordance with the authoritative guidance on contingencies. We assess the likelihood of any adverse judgments or outcomes from potential claims or proceedings, as well as potential ranges of probable losses, when the outcomes of the claims or proceedings are probable and reasonably estimable. A determination of the amount of an accrual required, if any, for these contingencies is made after the analysis of each separate matter. Because of uncertainties related to these matters, we base our estimates on the information available at the time of our assessment. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates.
Note 2. Recent Accounting Standards
Recently issued authoritative guidance not yet adopted
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.
Although there are several other new accounting pronouncements issued or proposed by the FASB that we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had, or will have, a material impact on our Consolidated Financial Statements or disclosures.
Note 3. Assets Held for Sale
During fiscal 2020, we reclassified certain land and buildings previously reported as property and equipment to assets held for sale when the properties were approved for immediate sale in their present condition and the sale was expected to be completed within one year. However, the commercial real estate market was adversely affected by the COVID-19 pandemic, which delayed the expected timing of such sales.
During the first quarter of fiscal 2022, we completed the sale of certain land and buildings in Mountain View, California for cash consideration of $355 million, net of selling costs, and recognized a gain of $175 million on the sale.
During fiscal 2023, we determined land and buildings in Dublin, Ireland, which were previously reported as property and equipment, now qualifies as held for sale.
During the first quarter of fiscal 2024, we completed the sale of certain land and buildings in Dublin, Ireland, which were previously classified as held for sale as of March 31, 2023, for cash consideration of $13 million, net of selling costs, and recognized a gain on sale of $4 million. 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.
We have taken into consideration the current real estate values and demand and continue to execute plans to sell the remaining property. As of March 29, 2024, this property remains classified as assets held for sale. During fiscal 2024, there were no impairments because the fair value of the property less costs to sell either equals or exceeds its carrying value.
Note 4. Business Combinations
Fiscal 2023 Avast acquisition
During the second quarter of fiscal 2023, we acquired all of the outstanding common stock of Avast. Prior to the acquisition, 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. With this acquisition, we are positioned to provide a broad and complementary consumer product portfolio with greater geographic diversification and access to a larger user base. The total consideration for the acquisition of Avast was approximately $8,688 million, net of cash acquired.
Our final allocation of the aggregate purchase price for the acquisition as of September 12, 2022, was as follows:
| (In millions) | September 12, 2022 | ||||
| Assets: | |||||
| Accounts receivable | $ | 63 | |||
| Other current assets | 17 | ||||
| Property and equipment | 33 | ||||
| Operating lease assets | 18 | ||||
| Intangible assets | 2,383 | ||||
| Goodwill | 7,335 | ||||
| Other long-term assets | 11 | ||||
| Total assets acquired | 9,860 | ||||
| Liabilities: | |||||
| Current liabilities | 180 | ||||
| Contract liabilities | 509 | ||||
| Operating lease liabilities | 18 | ||||
| Long-term deferred tax liabilities | 419 | ||||
| Other long-term obligations | 46 | ||||
| Total liabilities assumed | 1,172 | ||||
| Total purchase price | $ | 8,688 |
Our estimates and assumptions were subject to refinement within the measurement period, which ended during the second quarter of fiscal 2024. Adjustments to the purchase price during the measurement period required adjustments to be made to goodwill. During fiscal 2024, we recorded measurement period adjustments resulting in a net decrease to goodwill of $14 million, resulting from updated information regarding deferred tax liabilities, which resulted in a decrease of $14 million of long-term deferred tax liabilities.
Unaudited pro forma information
The following unaudited pro forma financial information represents the combined historical results for the year ended March 31, 2023 and April 1, 2022, as if the acquisition had been completed on April 3, 2021, the first day of fiscal 2022. The results presented below include adjustments to conform Avast financial information, prepared in accordance with International Financial Reporting Standards (IFRS), to U.S. GAAP as well as the impacts of material, nonrecurring pro forma adjustments, including amortization of acquired intangible assets, interest on debt issued to finance the acquisition, and acquisition-related transaction costs, and the income tax effect of the other pro forma adjustments. The unaudited pro forma results do not include any anticipated synergies or other expected benefits of the acquisition. The following table summarizes the unaudited pro forma financial information:
| Year Ended | |||||||||||
| (In millions) | March 31, 2023 | April 1, 2022 | |||||||||
| Net revenues | $ | 3,804 | $ | 3,737 | |||||||
| Net income (loss) | $ | 1,133 | $ | 242 |
The unaudited pro forma financial information is provided for informational purposes only and is not indicative of future operations or results that would have been achieved had the acquisition been completed as of the beginning of fiscal 2022.
Note 5. Revenues
Contract liabilities
During fiscal 2024 and 2023, we recognized $1,671 million and $1,213 million of revenue, respectively, from the contract liabilities balance at the beginning of the respective fiscal years.
Remaining performance obligations
Remaining performance obligations represent contracted revenue that has not been recognized, which include contract liabilities and amounts that will be billed and recognized as revenue in future periods. As of March 29, 2024, we had $1,209 million of remaining performance obligations, excluding customer deposit liabilities of $597 million, of which we expect to recognize approximately 94% as revenue over the next 12 months.
See Note 1 for a description of our revenue recognition policy and Note 17 for tabular disclosures of disaggregated revenue by solution and geographic region.
Note 6. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill are as follows:
| (In millions) | |||||
| Balance as of April 1, 2022 | $ | 2,873 | |||
| Acquisition of Avast | 7,265 | ||||
| Purchase accounting adjustments | 84 | ||||
| Translation adjustments | (5) | ||||
| Balance as of March 31, 2023 | 10,217 | ||||
| Purchase accounting adjustments | (14) | ||||
| Translation adjustments | 7 | ||||
| Balance as of March 29, 2024 | $ | 10,210 |
Intangible assets, net
The following table summarizes the components of our intangible assets, net:
| March 29, 2024 | March 31, 2023 | ||||||||||||||||||||||||||||||||||
| (In millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||
| Customer relationships | $ | 1,642 | $ | (773) | $ | 869 | $ | 1,641 | $ | (549) | $ | 1,092 | |||||||||||||||||||||||
| Developed technology | 1,343 | (388) | 955 | 1,462 | (279) | 1,183 | |||||||||||||||||||||||||||||
| Other | 90 | (15) | 75 | 91 | (8) | 83 | |||||||||||||||||||||||||||||
| Total finite-lived intangible assets | 3,075 | (1,176) | 1,899 | 3,194 | (836) | 2,358 | |||||||||||||||||||||||||||||
| Indefinite-lived trade names | 739 | — | 739 | 739 | — | 739 | |||||||||||||||||||||||||||||
| Total intangible assets | $ | 3,814 | $ | (1,176) | $ | 2,638 | $ | 3,933 | $ | (836) | $ | 3,097 |
Amortization expense for purchased intangible assets is summarized below:
| Year Ended | Consolidated Statements of Operations Classification | ||||||||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||||||||
| Customer relationships and other | $ | 233 | $ | 172 | $ | 85 | Operating expenses | ||||||||||||||||
| Developed technology | 229 | 136 | 39 | Cost of revenues | |||||||||||||||||||
| Total | $ | 462 | $ | 308 | $ | 124 |
As of March 29, 2024, future amortization expense related to intangible assets that have finite lives is as follows by fiscal year:
| (In millions) | March 29, 2024 | ||||
| 2025 | $ | 401 | |||
| 2026 | 395 | ||||
| 2027 | 382 | ||||
| 2028 | 379 | ||||
| 2029 | 249 | ||||
| Thereafter | 93 | ||||
| Total | $ | 1,899 |
Note 7. Supplementary Information
Cash and cash equivalents:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Cash | $ | 408 | $ | 576 | |||||||
| Cash equivalents | 438 | 174 | |||||||||
| Total cash and cash equivalents | $ | 846 | $ | 750 |
Accounts receivable, net:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Accounts receivable | $ | 165 | $ | 169 | |||||||
| Allowance for doubtful accounts | (2) | (1) | |||||||||
| Accounts receivable, net | $ | 163 | $ | 168 |
Other current assets:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Prepaid expenses | $ | 142 | $ | 122 | |||||||
| Income tax receivable and prepaid income taxes | 174 | 123 | |||||||||
| Other tax receivable | 1 | 16 | |||||||||
| Other | 17 | 23 | |||||||||
| Total other current assets | $ | 334 | $ | 284 |
Property and equipment, net:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Land | $ | 13 | $ | 13 | |||||||
| Computer hardware and software | 491 | 498 | |||||||||
| Office furniture and equipment | 16 | 17 | |||||||||
| Buildings | 28 | 28 | |||||||||
| Building and leasehold improvements | 35 | 28 | |||||||||
| Construction in progress | 1 | 1 | |||||||||
| Total property and equipment, gross | 584 | 585 | |||||||||
| Accumulated depreciation and amortization | (512) | (509) | |||||||||
| Total property and equipment, net | $ | 72 | $ | 76 |
Depreciation and amortization expense of property and equipment was $23 million, $21 million, and $16 million in fiscal 2024, 2023 and 2022, respectively.
Other long-term assets:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Non-marketable equity investments | $ | 136 | $ | 176 | |||||||
| Long-term income tax receivable and prepaid income taxes | 11 | 669 | |||||||||
| Deferred income tax assets | 1,215 | 353 | |||||||||
| Operating lease assets | 45 | 43 | |||||||||
| Long-term prepaid royalty | 21 | 36 | |||||||||
| Other | 66 | 47 | |||||||||
| Total other long-term assets | $ | 1,494 | $ | 1,324 |
Short-term contract liabilities:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Deferred revenue | $ | 1,133 | $ | 1,153 | |||||||
| Customer deposit liabilities | 597 | 555 | |||||||||
| Total short-term contract liabilities | $ | 1,730 | $ | 1,708 |
Other current liabilities:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Income taxes payable | $ | 198 | $ | 172 | |||||||
| Other taxes payable | 72 | 76 | |||||||||
| Accrued legal fees | 103 | 284 | |||||||||
| Accrued royalties | 52 | 48 | |||||||||
| Accrued interest | 78 | 27 | |||||||||
| Current operating lease liabilities | 13 | 26 | |||||||||
| Other accrued liabilities | 83 | 96 | |||||||||
| Total other current liabilities | $ | 599 | $ | 729 |
Other long-term liabilities:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Long-term accrued legal fees | $ | 586 | $ | — | |||||||
| Long-term operating lease liabilities | 38 | 31 | |||||||||
| Other | 47 | 43 | |||||||||
| Total other long-term liabilities | $ | 671 | $ | 74 |
Long-term income taxes payable:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Unrecognized tax benefits (including interest and penalties) | $ | 1,346 | $ | 509 | |||||||
| Deemed repatriation tax payable | 139 | 310 | |||||||||
| Other long-term income taxes | 5 | 1 | |||||||||
| Total long-term income taxes payable | $ | 1,490 | $ | 820 |
Other income (expense), net:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Interest income | $ | 25 | $ | 15 | $ | — | |||||||||||
| Foreign exchange gain (loss) (1) | 3 | (8) | (2) | ||||||||||||||
| Gain (loss) on early extinguishment of debt | — | (9) | (3) | ||||||||||||||
| Gain (loss) on equity investments | (40) | (7) | (7) | ||||||||||||||
| Gain (loss) on sale of properties | 9 | — | 175 | ||||||||||||||
| Other | 9 | (13) | — | ||||||||||||||
| Total other income (expense), net | $ | 6 | $ | (22) | $ | 163 |
(1) We recognize foreign currency remeasurement adjustments on unrecognized tax benefits and deferred taxes as a component of Income tax expense (benefit) in our Consolidated Statements of Operations. Foreign currency remeasurement adjustments recognized in Income tax expense (benefit) were ($27) million, ($18) million, and ($19) million for fiscal 2024, 2023 and 2022, respectively.
Supplemental cash flow information:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Income taxes paid (received), net | $ | (476) | $ | 456 | $ | 356 | |||||||||||
| Interest expense paid | $ | 607 | $ | 390 | $ | 120 | |||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | 24 | $ | 26 | $ | 27 | |||||||||||
| Non-cash operating activities: | |||||||||||||||||
| Operating lease assets obtained in exchange for operating lease liabilities | $ | — | $ | 23 | $ | 35 | |||||||||||
| Reduction (increase) of operating lease assets as a result of lease terminations and modifications | $ | (20) | $ | 31 | $ | 17 | |||||||||||
| Non-cash investing and financing activities: | |||||||||||||||||
| Purchases of property and equipment in current liabilities | $ | — | $ | 1 | $ | 1 | |||||||||||
| Extinguishment of debt with borrowings from same creditors | $ | — | $ | — | $ | 494 | |||||||||||
| Non-cash consideration for the acquisition of Avast | $ | — | $ | 2,141 | $ | — |
Note 8. Financial Instruments and Fair Value Measurements
The following table summarizes our financial instruments measured at fair value on a recurring basis:
| March 29, 2024 | March 31, 2023 | ||||||||||||||||||||||||||||||||||
| (In millions) | Fair Value | Level 1 | Level 2 | Fair Value | Level 1 | Level 2 | |||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Money market funds | $ | 438 | $ | 438 | $ | — | $ | 174 | $ | 174 | $ | — | |||||||||||||||||||||||
| Interest rate swaps (1) | 16 | — | 16 | — | — | — | |||||||||||||||||||||||||||||
| Total | $ | 454 | $ | 438 | $ | 16 | $ | 174 | $ | 174 | $ | — |
(1) The fair value of our interest rate swaps is less than $1 million as of March 31, 2023.
Financial instruments not recorded at fair value on a recurring basis include our non-marketable equity investments and long-term debt.
Non-marketable equity investments
As of March 29, 2024 and March 31, 2023, the carrying value of our non-marketable equity investments was $136 million and $176 million, respectively. During fiscal 2024, we recognized $40 million in impairment on our non-marketable equity investments.
Current and long-term debt
As of March 29, 2024 and March 31, 2023, the total fair value of our current and long-term fixed rate debt was $2,624 million and $2,593 million, respectively. The fair value of our variable rate debt approximated their carrying value. The fair values of all our debt obligations were based on Level 2 inputs.
Note 9. Leases
We lease certain of our facilities, equipment, and data center co-locations under operating leases that expire on various dates through fiscal 2030. Our leases generally have terms that range from 1 year to 8 years for our facilities, 1 year to 4 years for equipment and 1 year to 5 years for data center co-locations. Some of our leases contain renewal options, escalation clauses, rent concessions and leasehold improvement incentives.
The following summarizes our lease costs for fiscal 2024, 2023 and 2022:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Operating lease costs | $ | 12 | $ | 16 | $ | 16 | |||||||||||
| Short-term lease costs | 3 | 2 | 2 | ||||||||||||||
| Variable lease costs | 6 | 8 | 6 | ||||||||||||||
| Total lease costs | $ | 21 | $ | 26 | $ | 24 |
Other information related to our operating leases for fiscal 2024, 2023 and 2022 was as follows:
| Year Ended | |||||||||||||||||
| March 29, 2024 | March 31, 2023 | April 1, 2022 | |||||||||||||||
| Weighted-average remaining lease term | 4.6 years | 2.8 years | 4.7 years | ||||||||||||||
| Weighted-average discount rate | 5.35 | % | 4.38 | % | 4.04 | % |
See Note 7 for cash flow information related to our operating leases.
As of March 29, 2024, the maturities of our lease liabilities by fiscal year are as follows:
| (In millions) | |||||
| 2025 | $ | 15 | |||
| 2026 | 12 | ||||
| 2027 | 12 | ||||
| 2028 | 7 | ||||
| 2029 | 6 | ||||
| Thereafter | 5 | ||||
| Total lease payments | 57 | ||||
| Less: Imputed interest | (6) | ||||
| Present value of lease liabilities | $ | 51 |
Note 10. Debt
The following table summarizes components of our debt:
| (In millions, except percentages) | March 29, 2024 | March 31, 2023 | Effective Interest Rate | ||||||||||||||
| 5.0% Senior Notes due April 15, 2025 | $ | 1,100 | $ | 1,100 | 5.00 | % | |||||||||||
| Term A Facility due September 12, 2027 | 3,666 | 3,861 | SOFR + % (2) | ||||||||||||||
| 6.75% Senior Notes due September 30, 2027 | 900 | 900 | 6.75 | % | |||||||||||||
| Term B Facility due September 12, 2029 | 2,444 | 3,431 | SOFR + % (3) | ||||||||||||||
| 1.29% Avira Mortgage due December 30, 2029 (1) | 3 | 4 | 1.29 | % | |||||||||||||
| 7.125% Senior Notes due September 30, 2030 | 600 | 600 | 7.13 | % | |||||||||||||
| 0.95% Avira Mortgage due December 30, 2030 (1) | 3 | 3 | 0.95 | % | |||||||||||||
| Total principal amount | 8,716 | 9,899 | |||||||||||||||
| Less: unamortized discount and issuance costs | (112) | (137) | |||||||||||||||
| Total debt | 8,604 | 9,762 | |||||||||||||||
| Less: current portion | (175) | (233) | |||||||||||||||
| Total long-term debt | $ | 8,429 | $ | 9,529 |
(1) The Avira Mortgages are denominated in a foreign currency so the balances of these mortgages may fluctuate based on changes in foreign currency exchange rates.
(2) Term A Facility due 2027 bears interest at a rate equal to Term SOFR plus a credit spread adjustment (CSA) plus a margin based either on the current debt rating of our non-credit-enhanced, senior unsecured long-term debt or consolidated adjusted leverage as defined in the underlying loan agreement.
(3) Term B Facility due 2029 bears interest at a rate equal to Term SOFR plus CSA plus 2.00%.
The interest rates for the outstanding term loans are as follows:
| March 29, 2024 | March 31, 2023 | ||||||||||
| Term A Facility due September 12, 2027 | 7.18 | % | 6.66 | % | |||||||
| Term B Facility due September 12, 2029 | 7.43 | % | 6.91 | % |
As of March 29, 2024, the future contractual maturities of debt by fiscal year are as follows:
| (In millions) | |||||
| 2025 | $ | 175 | |||
| 2026 | 1,392 | ||||
| 2027 | 233 | ||||
| 2028 | 4,017 | ||||
| 2029 | 38 | ||||
| Thereafter | 2,861 | ||||
| Total future maturities of debt | $ | 8,716 |
Senior credit facilities
On September 12, 2022, 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 upon the close of the acquisition of Avast. The Credit Agreement provides that we have the right at any time, subject to customary conditions, to request incremental revolving commitments and incremental term loans up to an unlimited amount, subject to certain customary conditions precedent and other provisions. The lenders under these facilities will not be under any obligation to provide any such incremental loans or commitments. 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 and accrued interest of the existing credit facilities. The Credit Agreement replaced the existing credit facilities upon the close of the transaction. The Revolving Facility and Term A Facility will mature in September 2027, and the Term Facility B will mature in September 2029; the senior credit facilities remain senior secured.
The principal amounts of Term A Facility must be repaid in quarterly installments on the last business day of each calendar quarter equal to 1.25% of the aggregate principal amount as of the date of the Credit Agreement. The principal amounts of Term Facility B must be repaid in quarterly installments on the last business day of each calendar quarter equal to 0.25% of the aggregate principal amount as of the date of the Credit Agreement. Quarterly installment payments commenced on March 31, 2023. We may voluntarily repay outstanding principal balances under the Revolving Facility and both Term Loan facilities without penalty. As of March 29, 2024, there were no borrowings outstanding under our Revolving Facility; however, from time to time we utilize letters of credits as part of our ordinary course of business. Letters of credit reduce our Revolving Facility commitment amounts.
Interest on borrowings under the Credit Agreement can be based on a base rate or the SOFR at our election. Based on our debt ratings and our consolidated leverage ratios as determined in accordance with the Credit Agreement, loans borrowed bear interest, in the case of base rate loans, at a per annum rate equal to the applicable base rate plus CSA plus a margin ranging from 0.125% to 0.75%, and in the case of the SOFR loans, SOFR, as adjusted for statutory reserves, plus a margin ranging from 1.125% to 1.75%.
Debt covenant compliance
The Credit Agreement contains customary representations and warranties, affirmative and negative covenants. Each of the Revolving Facility and Term A Facility are subject to a covenant that we maintain a consolidated leverage ratio less than or equal to (i) 6.0 to 1.0 from the second quarter of fiscal 2023 through the last day of the second quarter of fiscal 2024, (ii) 5.75 to 1.0 following the last day of the second quarter of fiscal 2024 through the last day of the second quarter of fiscal 2025 and (iii) 5.25 to 1.0 for each fiscal quarter thereafter; provided that such maximum consolidated leverage ratio will increase to 5.75 to 1.0 for the four fiscal quarters ending immediately should we acquire property, business or assets in an aggregate amount greater than $250 million.
In addition, the Credit Agreement contains customary events of default under which our payment obligations may be accelerated, including, among others, non-payment of principal, interest or other amounts when due, inaccuracy of representations and warranties, violation of certain covenants, payment and acceleration cross defaults with certain other indebtedness, certain undischarged judgments, bankruptcy, insolvency or inability to pay debts, change of control, the occurrence of certain events related to the Employee Retirement Income Security Act of 1974 (ERISA), and the Company experiencing a change of control. As of March 29, 2024 we were in compliance with all debt covenants.
Senior Notes
On February 9, 2017, we issued $1,100 million aggregate principal amount of our 5.0% Senior Notes due April 15, 2025 (the 5.0% Senior Notes). The 5.0% Senior Notes bear interest at a rate of 5.00% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2017. On or after April 15, 2020, we may redeem some or all of the 5.0% Senior Notes at the applicable redemption prices set forth in the supplemental indenture, plus accrued and unpaid interest.
On September 19, 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. They are senior unsecured obligations that rank equally in right of payment with all of our existing and future senior, unsecured, unsubordinated obligations and may be redeemed at any time, subject to the make-whole provisions contained in the applicable indenture relating to such series of notes. Interest on these series of notes is payable semi-annually in arrears on March 31 and September 30 for both the 6.75% Senior Notes and 7.125% Senior Notes, commencing on March 31, 2023. We may redeem some or all of the 6.75% Senior Notes due 2027 and 7.125% Senior Notes due 2030 at any time, subject to a prepayment penalty that expires one year prior to the maturity of each respective note. The First Call Dates of the 6.75% Senior Notes due 2027 and 7.125% Senior Notes due 2030 are September 30, 2024 and September 30, 2025, respectively.
Convertible Senior Notes
On August 15, 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. As of March 29, 2024, we have extinguished all remaining convertible debt instruments.
The following table sets forth total interest expense recognized related to our convertible notes:
| Year Ended | |||||||||||
| (In millions) | March 31, 2023 | April 1, 2022 | |||||||||
| Contractual interest expense | $ | 4 | $ | 12 | |||||||
| Amortization of debt discount and issuance costs | $ | — | $ | 4 | |||||||
| Payments in lieu of conversion price adjustments (1) | $ | 1 | $ | 8 |
(1) Payments in lieu of conversion price adjustments consist of amounts paid to holders of the Convertible Senior Notes when our quarterly dividend to our common stockholders exceeds the amounts defined in the Convertible Senior Notes agreements.
During fiscal 2024, we did not recognize any interest expense related to our Convertible Senior Notes as they were settled during the second quarter of fiscal year 2023.
Note 11. Derivatives
Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flow associated with changes in foreign currency exchange rates and interest rates. These hedging contracts reduce, but do not entirely eliminate the impact of adverse foreign exchange rate and interest rate movements. We do not use our derivative instruments for speculative trading purposes. By using derivative financial instruments to hedge exposures to changes in foreign exchange and interest rates, we are exposed to credit risk; however, we mitigate this risk by entering into hedging instruments with highly rated institutions that can be expected to fully perform under the terms of the applicable contracts.
Foreign currency exchange forward contracts
We conduct business in numerous currencies throughout our worldwide operations, and our entities hold monetary assets or liabilities, earn revenues, or incur costs in currencies other than the entity’s functional currency. As a result, we are exposed to foreign exchange gains or losses which impacts our operating results. As part of our foreign currency risk mitigation strategy, we have entered into monthly foreign exchange forward contracts to hedge foreign currency balance sheet exposure. These forward contracts are not designated as hedging instruments. We do not hedge our foreign currency exposure in a manner that entirely offsets the effects of the changes in foreign exchange rates.
Interest rate swap
In March 2023, we entered into interest rate swap agreements to mitigate risks associated with the variable interest rate of our Term A Facility. These pay-fixed, receive-floating rate interest rate swaps have the economic effect of hedging the variability of forecasted interest payments until their maturity on March 31, 2026. Pursuant to the agreements, we have effectively 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%.
These arrangements are designated as cash flow hedges for accounting purposes and as such, we will recognize the changes in the fair value of these interest rate swaps in Accumulated other comprehensive income (loss) (AOCI), and the periodic settlements or accrued settlements of the swap will be recognized within or against interest expense in our Consolidated Statements of Operations. Cash flows related to these hedges are classified under operating activities in our Consolidated Statement of Cash Flows.
Summary of derivative instruments
The following table summarizes our outstanding derivative instruments as of March 29, 2024 and March 31, 2023:
| Notional Amount | Fair Value of Derivative Assets | Fair Value of Derivative Liabilities | |||||||||||||||||||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | March 29, 2024 | March 31, 2023 | March 29, 2024 | March 31, 2023 | |||||||||||||||||||||||||||||
| Foreign exchange contracts not designated as hedging instrument (1) | $ | 345 | $ | 291 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Interest rate swap contract designed as cash flow hedge | 1,000 | 1,000 | 16 | 1 | — | 2 | |||||||||||||||||||||||||||||
| Total | $ | 1,345 | $ | 1,291 | $ | 16 | $ | 1 | $ | — | $ | 2 |
(1) The fair values of the foreign exchange contracts are less than $1 million as of March 29, 2024 and March 31, 2023.
The following table summarizes the effect of our cash flow hedges on AOCI during the periods indicated:
| Year Ended | |||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Interest rate swap contracts designated as cash flow hedge | $ | (32) | $ | — |
The effect of our interest rate on AOCI was immaterial during fiscal 2023. We did not have any interest rate swaps during fiscal 2022.
The related gain (loss) recognized in our Consolidated Statements of Operations was as follows:
| Year Ended | Consolidated Statements of Operations Classification | ||||||||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||||||||
| Foreign exchange contracts not designated as hedging instrument | $ | (7) | $ | (7) | $ | (7) | Other income (expense), net | ||||||||||||||||
| Interest rate swap contracts designated as cash flow hedge | 16 | — | — | Interest expense | |||||||||||||||||||
| Total | $ | 9 | $ | (7) | $ | (7) |
As of March 29, 2024, we estimate that $12 million of net deferred gains related to our interest rate hedges will be recognized in earnings over the next 12 months.
Note 12. Restructuring and Other Costs
Our restructuring and other costs consist primarily of severance and termination benefits, contract cancellation charges, asset write-offs and impairments and other exit and disposal costs. Severance costs generally include severance payments, outplacement services, health insurance coverage and legal costs. Contract cancellation charges primarily include penalties for early termination of contracts and write-offs of related prepaid assets. Other exit and disposal costs include costs to exit and consolidate facilities in connection with restructuring events. Separation costs primarily consist of consulting costs incurred in connection with our divestitures.
September 2022 Plan
In connection with our acquisition of Avast, our Board of Directors approved a restructuring plan (the September 2022 Plan) to realize cost savings and operational synergies, which became effective upon the close of acquisition on September 12, 2022. Actions under this plan include the reduction of our workforce, contract terminations, facilities closures, and the sale of underutilized facilities as well as stock-based compensation charges for accelerated equity awards to certain terminated employees. We expect that we will incur total costs up to $150 million following the completion of the acquisition. These actions are expected to be completed by fiscal 2025. As of March 29, 2024, we have incurred costs of $125 million related to the September 2022 Plan.
December 2020 Plan
In December 2020, our Board of Directors approved a restructuring plan (the December 2020 Plan) to consolidate facilities and reduce operating costs in connection with our acquisition of Avira. These actions were completed in fiscal 2022. Any remaining costs or adjustments are immaterial. We incurred total costs of $24 million under the December 2020 Plan.
Restructuring summary
Our activities and liability balances related to our September 2022 Plan are presented in the tables below:
| (In millions) | Liability Balance as of March 31, 2023 | Net Charges | Cash Payments | Non-Cash Items | Liability Balance as of March 29, 2024 | ||||||||||||||||||||||||
| Severance and termination benefit costs | $ | 7 | $ | 42 | $ | (29) | $ | — | $ | 20 | |||||||||||||||||||
| Contract cancellation charges | — | 5 | (5) | — | — | ||||||||||||||||||||||||
| Stock-based compensation charges | — | 1 | — | (1) | — | ||||||||||||||||||||||||
| Asset write-offs | — | 1 | — | (1) | — | ||||||||||||||||||||||||
| Other exit and disposal costs | — | 7 | (7) | — | — | ||||||||||||||||||||||||
| Total | $ | 7 | $ | 56 | $ | (41) | $ | (2) | $ | 20 |
The restructuring liabilities are included in Other current liabilities in our Consolidated Balance Sheets.
Restructuring and other costs summary
Our restructuring and other costs are presented in the table below:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Severance and termination benefit costs | $ | 42 | $ | 40 | $ | 5 | |||||||||||
| Contract cancellation charges | 5 | 2 | 3 | ||||||||||||||
| Stock-based compensation charges | 1 | 11 | — | ||||||||||||||
| Asset write-offs and impairments | 1 | 4 | 5 | ||||||||||||||
| Other exit and disposal costs | 8 | 12 | 18 | ||||||||||||||
| Total restructuring and other | $ | 57 | $ | 69 | $ | 31 |
Occasionally, we incur costs related to past restructuring plans. These charges were immaterial during fiscal 2024.
Note 13. Income Taxes
The components of our income (loss) before income taxes are as follows:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Domestic | $ | 78 | $ | 350 | $ | 791 | |||||||||||
| International | 381 | 454 | 251 | ||||||||||||||
| Income (loss) before income taxes | $ | 459 | $ | 804 | $ | 1,042 |
The components of income tax expense (benefit) are as follows:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | 201 | $ | (479) | $ | 217 | |||||||||||
| State | 43 | (28) | 50 | ||||||||||||||
| International | 579 | 99 | 20 | ||||||||||||||
| Total | 823 | (408) | 287 | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | (727) | (111) | (42) | ||||||||||||||
| State | (133) | (10) | (6) | ||||||||||||||
| International | (120) | (16) | (33) | ||||||||||||||
| Total | (980) | (137) | (81) | ||||||||||||||
| Income tax expense (benefit) | $ | (157) | $ | (545) | $ | 206 |
The U.S. federal statutory income tax rates we have applied for fiscal 2024, 2023 and 2022 are as follows:
| Year Ended | |||||||||||||||||
| March 29, 2024 | March 31, 2023 | April 1, 2022 | |||||||||||||||
| U.S. federal statutory income tax rate | 21.0 | % | 21.0 | % | 21.0 | % |
The difference between our effective income tax and the federal statutory income tax is as follows:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Federal statutory tax expense (benefit) | $ | 96 | $ | 169 | $ | 219 | |||||||||||
| State taxes, net of federal benefit | — | 1 | 33 | ||||||||||||||
| Foreign earnings taxed at other than the federal rate | (22) | (11) | (47) | ||||||||||||||
| Nondeductible expenses | 48 | 20 | — | ||||||||||||||
| Federal research and development credit | (6) | (5) | (4) | ||||||||||||||
| Valuation allowance increase (decrease) | (4) | (33) | 2 | ||||||||||||||
| Change in unrecognized tax benefits | 338 | 163 | (2) | ||||||||||||||
| Tax interest and penalties | 129 | 13 | 13 | ||||||||||||||
| Stock-based compensation | 17 | 9 | 7 | ||||||||||||||
| US tax on foreign earnings | 20 | 12 | 12 | ||||||||||||||
| Return to provision adjustment | — | 1 | (8) | ||||||||||||||
| Foreign exchange loss (gain) | (28) | (17) | (19) | ||||||||||||||
| Capital loss | (44) | (910) | — | ||||||||||||||
| Legal entity restructuring | (719) | 42 | — | ||||||||||||||
| Other, net | 18 | 1 | — | ||||||||||||||
| Income tax expense (benefit) | $ | (157) | $ | (545) | $ | 206 |
The principal components of deferred tax assets and liabilities are as follows:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| Deferred tax assets: | |||||||||||
| Tax credit carryforwards | $ | 27 | $ | 24 | |||||||
| Net operating loss carryforwards of acquired companies | 60 | 60 | |||||||||
| Interest | 63 | 37 | |||||||||
| Other accruals and reserves not currently tax deductible | 332 | 95 | |||||||||
| Goodwill | 517 | — | |||||||||
| Capitalized research and experimental expenditures | 82 | 46 | |||||||||
| Loss on investments not currently tax deductible | 60 | 68 | |||||||||
| Other | 56 | 97 | |||||||||
| Gross deferred tax assets | 1,197 | 427 | |||||||||
| Valuation allowance | (93) | (97) | |||||||||
| Deferred tax assets, net of valuation allowance | 1,104 | 330 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Intangible assets | (127) | (328) | |||||||||
| Unremitted earnings of foreign subsidiaries | (14) | (15) | |||||||||
| Other | (9) | (20) | |||||||||
| Deferred tax liabilities | (150) | (363) | |||||||||
| Net deferred tax assets (liabilities) | $ | 954 | $ | (33) |
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their basis for income tax purposes and the tax effects of net operating losses and tax credit carryforwards.
The valuation allowance provided against our deferred tax assets as of March 29, 2024 of $93 million is provided primarily against state and foreign capital loss carryforwards and certain tax credits.
As of March 29, 2024, we have U.S. federal net operating losses attributable to various acquired companies of approximately $192 million, of which $28 million begins to expire in fiscal 2025 and $164 million has an indefinite life. The net operating loss carryforwards are subject to an annual limitation under U.S. federal tax regulations but are expected to be fully realized. Furthermore, we have U.S. state net operating loss carryforwards attributable to various acquired companies of approximately $133 million. If not used, our U.S. state net operating losses will expire between fiscal 2033 and 2038. In addition, we have foreign net operating loss carryforwards of approximately $14 million.
In assessing the realizability of our gross deferred tax assets, we consider both the positive and negative evidence of future taxable income to support utilization. We considered the following: historical cumulative book income, as measured by the current and prior two years; historical taxable income; and future reversals of taxable temporary differences. We have concluded that this positive evidence outweighs the negative evidence and, thus, that the gross deferred tax assets as of March 29, 2024, are realizable on a “more likely than not” basis.
In fiscal 2023 as part of Avast integration plan we undertook a legal entity and operational restructuring that resulted in tax capital losses. The capital losses were carried back to the fiscal 2020 tax return to offset a capital gain, which resulted in a tax refund on our federal and state tax returns for the 2020 tax year. We have filed claims for all federal and state refunds for a total amount of $954 million. As of March 29, 2024, we have received $899 million in federal refunds and $2 million in state refunds related to the carryback claim. As part of this process, we had recorded a net tax receivable in an amount less than the $954 million, due to the complexity of applying evolving tax laws and uncertainties with respect to sustaining our refunds claims, the success of which we believe is more likely than not. This net amount takes into account our best estimate of the likely outcome of the refund claim given the information available to us at this time. Our ability to recognize the financial statement benefit of the refund claim is subject to change based on a number of factors, including but not limited to, changes in facts and circumstances, changes in tax laws, correspondence with both IRS and State tax authorities, and the results of tax audits and related proceedings, which may take several years or more to resolve. We intend to vigorously defend our position if challenged by the tax authorities and will contest any proposed adjustments. If we are not able to resolve any proposed adjustments at the examination level, we plan to pursue all available administrative and, if necessary, judicial remedies. If we do not ultimately prevail on some or all of the components of our position, we would be required to pay the IRS and the states some or all of any cash tax refund, along with interest on such amount, and penalties, if assessed. As with all actual and potential tax audits and related proceedings, there can be no assurances on the final outcome. To the extent the final outcome is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our Consolidated Balance Sheets and Statements of Operations.
In the second quarter of fiscal 2024, as part of the Avast integration plan, which geographically realigned and simplified our business, we undertook a legal entity and operational restructuring. As part of that process, we distributed certain assets within the legal entity operating structure and as a result, we recorded a net tax benefit of $285 million in fiscal 2024. Differences between the final outcome and recorded amounts will impact the provision for income taxes in the period in which such a
determination is made and could have a material impact on our Consolidated Balance Sheets and Statements of Operations in future years.
The aggregate changes in the balance of gross unrecognized tax benefits were as follows:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Balance at beginning of year | $ | 710 | $ | 527 | $ | 548 | |||||||||||
| Settlements with tax authorities | (8) | (2) | — | ||||||||||||||
| Lapse of statute of limitations | (14) | (96) | (34) | ||||||||||||||
| Increase related to prior period tax positions | 47 | 9 | 16 | ||||||||||||||
| Decrease related to prior period tax positions | (9) | (15) | (11) | ||||||||||||||
| Increase related to current year tax positions | 467 | 259 | 8 | ||||||||||||||
| Increase due to acquisition | — | 28 | — | ||||||||||||||
| Increase (decrease) related to foreign currency exchange rates | (30) | — | — | ||||||||||||||
| Balance at end of year | $ | 1,163 | $ | 710 | $ | 527 |
There was a change of $453 million in gross unrecognized tax benefits during the year ended March 29, 2024, as disclosed above, mainly on account of a legal entity and operational restructuring. This gross liability does not include offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, interest deductions and state income taxes.
Of the total unrecognized tax benefits at March 29, 2024, $1,007 million, if recognized, would affect our effective tax rate.
We recognize interest and/or penalties related to unrecognized tax benefits in income tax expense. At March 29, 2024, before any tax benefits, we had $225 million of accrued interest and penalties on unrecognized tax benefits. Interest included in our provision for income taxes was an expense of approximately $43 million for fiscal 2024. If the accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced in the period that such determination is made and reflected as a reduction of the overall income tax provision.
We file income tax returns in the U.S. and in many U.S. state and foreign jurisdictions. Our most significant tax jurisdictions are U.S. federal, Ireland, and the Czech Republic. Our tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. Our fiscal years 2018 through 2022 remain subject to examination by the IRS for U.S. federal tax purposes. Our fiscal years 2018 through 2020 are currently under examination by the IRS. Our 2020 through 2022 fiscal years remain subject to examination by the appropriate governmental agencies for Irish tax purposes. Our 2016 through 2022 fiscal years remain subject to examination by the appropriate governmental agencies for Czech tax purposes.
The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Although potential resolution of these matters involves multiple tax periods and jurisdictions, it is reasonably possible that the gross unrecognized tax benefits related to these audits could significantly change (whether by payment, release, or a combination of both) in the next 12 months; however, an estimate of this range cannot be made. Depending on the nature of the settlement or expiration of statutes of limitations, it could affect our income tax provision and therefore benefit the resulting effective tax rate.
We continue to monitor the progress of ongoing income tax controversies and the impact, if any, of the expected tolling of the statute of limitations in various taxing jurisdictions.
We provide U.S. income taxes on the earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered permanently reinvested outside the U.S. or are exempted from further taxation. As of March 29, 2024, the tax liability recorded on the undistributed earnings is approximately $14 million.
Note 14. Stockholders' Equity
Dividends
On May 9, 2024, we announced that our Board of Directors declared a cash dividend of $0.125 per share of common stock to be paid in June 2024. All shares of common stock issued and outstanding and all RSUs and PRUs as of the record date will be entitled to the dividend and dividend equivalent rights (DERs), respectively, which will be paid out if and when the underlying shares are released. However, the 4 million unvested RSUs assumed in connection with the acquisition of Avast will not be entitled to DERs. See Note 15 for further information about these equity awards. Any future dividends and DERs will be subject to the approval of our Board of Directors.
Stock repurchase program
Under our stock repurchase program, we may purchase shares of our outstanding common stock on the open market and through accelerated stock repurchase transactions. As of March 29, 2024, we had $429 million remaining under the authorization to be completed in future periods with no expiration 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.
The following table summarizes activity related to our stock repurchase program during the years ended March 29, 2024 and March 31, 2023:
| Year Ended | |||||||||||||||||
| (In millions, except per share amounts) | March 29, 2024 | March 31, 2023 | |||||||||||||||
| Number of shares repurchased | 21 | 40 | |||||||||||||||
| Average price per share | $ | 20.87 | $ | 22.63 | |||||||||||||
| Aggregate purchase price | $ | 441 | $ | 904 |
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss), net of taxes, consisted of foreign currency translation adjustments:
| (In millions) | Foreign Currency Translation Adjustments | Net Unrealized Gain (Loss) On Interest Rate Derivative | Total | ||||||||||||||||||||||||||||||||
| Balance as of April 1, 2022 | $ | (4) | $ | — | $ | (4) | |||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | (11) | — | (11) | ||||||||||||||||||||||||||||||||
| Balance as of March 31, 2023 | (15) | — | (15) | ||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | 10 | 16 | 26 | ||||||||||||||||||||||||||||||||
| Balance as of March 29, 2024 | $ | (5) | $ | 16 | $ | 11 |
Note 15. Stock-Based Compensation and Benefit Plans
Stock incentive plans
The purpose of our stock incentive plans is to attract, retain and motivate eligible persons whose present and potential contributions are important to our success by offering them an opportunity to participate in our future performance through equity awards. We maintain the 2013 Equity Incentive Plan (the 2013 Plan), under which awards may be granted to employees, officers, directors, consultants, independent contractors, and advisors. As amended, our stockholders have approved and reserved 82 million shares of common stock for issuance under the 2013 Plan. Stock options granted under the 2013 Plan expire no more than 10 years from the date of grant.
In connection with our acquisition of Avast, we assumed the outstanding equity awards under two of Avast’s equity incentive plans (the Avast Holding B.V. 2014 Share Option Plan and the Rules of the Avast plc Long Term Incentive Plan (collectively, the Avast Plans)), which consisted of 4 million unvested RSUs. The assumed RSUs generally retain the terms and conditions under which they were originally granted. We intend to grant all additional shares that remain available for issuance under the Avast Plans. Upon vesting, these assumed RSUs and any additional shares granted will settle into shares of our common stock. See Note 4 for further information about this business combination.
As of March 29, 2024, 3 million shares remained available for future grant, calculated using the maximum potential shares that could be earned and issued at vesting.
RSUs
| (In millions, except per share and year data) | Number of Share | Weighted- Average Grant Date Fair Value | |||||||||
| Outstanding as of March 31, 2023 | 9 | $ | 22.45 | ||||||||
| Granted | 5 | $ | 17.42 | ||||||||
| Vested | (5) | $ | 22.30 | ||||||||
| Forfeited | (1) | $ | 20.84 | ||||||||
| Outstanding as of March 29, 2024 | 8 | $ | 19.39 |
RSUs generally vest over a three-year period. The weighted-average grant date fair value per share of RSUs granted during fiscal 2024, 2023 and 2022 was $17.42, $22.38, and $22.53, respectively. The total fair value of RSUs released in fiscal 2024, 2023 and 2022 was $85 million, $74 million, and $57 million, respectively, which represents the market value of our common stock on the date the RSUs were released.
PRUs
| (In millions, except per share and year data) | Number of Shares | Weighted- Average Grant Date Fair Value | |||||||||
| Outstanding and unvested as of March 31, 2023 | 5 | $ | 27.93 | ||||||||
| Granted | 2 | $ | 22.83 | ||||||||
| Vested | (2) | $ | 28.24 | ||||||||
| Forfeited (1) | — | $ | 28.49 | ||||||||
| Outstanding and unvested as of March 29, 2024 | 5 | $ | 26.02 |
(1) The number of shares is less than 1 million.
The total fair value of PRUs released in fiscal 2024, 2023 and 2022 was $20 million, $5 million, and $0 million, respectively, which represents the market value of our common stock on the date the PRUs were released.
We have granted PRUs to certain of our executives. Typically, these PRUs have a three-year vest period. PRUs granted in fiscal 2024, 2023 and 2022 contain a combination of our company’s performance and market conditions. The performance conditions are based on the achievement of specified two-year non-GAAP financial metrics. The market conditions are based on the achievement of our relative total shareholder return over a three- and five-year period. Typically, 0% to 200% of target shares are eligible to be earned based on the achievement of the performance and market conditions.
Valuation of PRUs
The fair value of each PRU that does not contain a market condition is equal to the market value of our common stock on the date of grant. The fair value of each PRU that contains a market condition is estimated using the Monte Carlo simulation model. The valuation and the underlying weighted-average assumptions for PRUs are summarized below:
| Year Ended | |||||||||||||||||
| March 29, 2024 | March 31, 2023 | April 1, 2022 | |||||||||||||||
| Expected term | 2.9 years | 3.3 years | 3.9 years | ||||||||||||||
| Expected volatility | 31.5 | % | 34.8 | % | 37.6 | % | |||||||||||
| Risk-free interest rate | 3.5 | % | 3.4 | % | 1.0 | % | |||||||||||
| Expected dividend yield | — | % | 1.3 | % | — | % | |||||||||||
| Weighted-average grant date fair value of PRUs | $ | 22.83 | $ | 27.07 | $ | 28.68 |
ESPP
Under our 2008 Employee Stock Purchase Plan, employees may annually contribute up to 10% of their gross compensation, subject to certain limitations, to purchase shares of our common stock at a discounted price. Eligible employees are offered shares through a 12-month offering period, which consists of two consecutive 6-month purchase periods, at 85% of the lower of either the fair market value on the purchase date or the fair market value at the beginning of the offering period.
As of March 29, 2024, 39 million shares have been issued under this plan and 31 million shares remained available for future issuance.
The following table summarizes activity related to the purchase rights issued under the ESPP:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Shares issued under the ESPP | 1 | 1 | 1 | ||||||||||||||
| Proceeds from issuance of shares | $ | 12 | $ | 12 | $ | 13 |
The fair value of each stock purchase right under our ESPP is estimated using the Black-Scholes option pricing model. The weighted-average grant date fair value related to rights to acquire shares of common stock under our ESPP in fiscal 2024, 2023 and 2022 was $5.45 per share, $6.04 per share, and $6.77 per share, respectively.
Dividend equivalent rights (DERs)
Our RSUs and PRUs, except for the 4 million unvested RSUs assumed under the Avast Plans, contain DERs that entitles the recipient of an award to receive cash dividend payments when the associated award is released. The amount of DER equals to the cumulated dividends on the issued number of common stock that would have been payable since the date the associated award was granted. As of March 29, 2024 and March 31, 2023, current dividends payable related to DER was $4 million and $5 million, respectively, recorded as part of Other current liabilities in the Consolidated Balance Sheets, and long-term dividends payable related to DER was $4 million and $2 million, respectively, recorded as part of Other long-term liabilities.
Stock-based award modifications
No award was modified in fiscal 2024, 2023 and 2022.
Stock-based compensation expense
Total stock-based compensation expense and the related income tax benefit recognized for all of our equity incentive plans in our Consolidated Statements of Operations were as follows:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Cost of revenues | $ | 4 | $ | 3 | $ | 2 | |||||||||||
| Sales and marketing | 36 | 34 | 19 | ||||||||||||||
| Research and development | 39 | 31 | 19 | ||||||||||||||
| General and administrative | 58 | 55 | 30 | ||||||||||||||
| Restructuring and other costs | 1 | 11 | — | ||||||||||||||
| Total stock-based compensation expense | $ | 138 | $ | 134 | $ | 70 | |||||||||||
| Income tax benefit for stock-based compensation expense | $ | (16) | $ | (20) | $ | (11) |
As of March 29, 2024, the total unrecognized stock-based compensation expense related to our unvested stock-based awards was $186 million, which will be recognized over an estimated weighted-average amortization period of 1.8 years.
Other employee benefit plans
401(k) plan
We maintain a salary deferral 401(k) plan for all of our U.S. employees. This plan allows employees to contribute their pretax salary up to the maximum dollar limitation prescribed by the Internal Revenue Code. We match the first 3.5% of a participant’s eligible compensation up to $6,000 in a calendar year. Our employer matching contributions to the 401(k) plan were as follows:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| 401(k) matching contributions | $ | 4 | $ | 4 | $ | 3 |
Note 16. Net Income (Loss) Per Share
Basic income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share also includes the incremental effect of dilutive potentially issuable common shares outstanding. Dilutive potentially issuable common shares include the dilutive effect of the shares underlying convertible debt and employee equity awards. Our remaining convertible debt was extinguished on August 15, 2022.
The components of basic and diluted net income (loss) per share are as follows:
| Year Ended | |||||||||||||||||
| (In millions, except per share amounts) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Net income (loss) | $ | 616 | $ | 1,349 | $ | 836 | |||||||||||
| Net income per share - basic | $ | 0.97 | $ | 2.20 | $ | 1.44 | |||||||||||
| Net income per share - diluted | $ | 0.96 | $ | 2.16 | $ | 1.41 | |||||||||||
| Weighted-average shares outstanding - basic | 637 | 614 | 581 | ||||||||||||||
| Dilutive potentially issuable shares: | |||||||||||||||||
| Convertible debt | — | 6 | 7 | ||||||||||||||
| Employee equity awards | 5 | 4 | 3 | ||||||||||||||
| Weighted-average shares outstanding - diluted | 642 | 624 | 591 | ||||||||||||||
| Anti-dilutive shares excluded from diluted net income (loss) per share calculation: | |||||||||||||||||
| Employee equity awards | 1 | — | 1 | ||||||||||||||
Note 17. Segment and Geographic Information
We operate as one reportable segment. Our Chief Operating Decision Maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis to evaluate company performance and to allocate and prioritize resources.
The following table summarizes net revenues for our major solutions:
| Year Ended | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Consumer security revenues | $ | 2,417 | $ | 2,029 | $ | 1,623 | |||||||||||
| Identity and information protection revenues | 1,332 | 1,244 | 1,127 | ||||||||||||||
| Total cyber safety revenues | 3,749 | 3,273 | 2,750 | ||||||||||||||
| Legacy revenues | 63 | 65 | 46 | ||||||||||||||
| Total net revenues (1) | $ | 3,812 | $ | 3,338 | $ | 2,796 |
(1) During the year ended March 29, 2024, total net revenues include an unfavorable foreign exchange impact of $25 million, consisting of $24 million from our consumer security solutions and $1 million from our identity and information protection solutions.
From time to time, changes in our product hierarchy cause changes to the product categories above. When changes occur, we recast historical amounts to match the current product hierarchy. The changes have been reflected for all periods presented above. Consumer security includes revenues from our Norton 360 Security offerings, Norton, Avast, AVG, and Avira Security and VPN offerings, and other consumer security and device performance solutions through our direct, partner and small business channels. Identity and information protection includes revenues from our Norton 360 with LifeLock offerings, LifeLock identity theft protection and other identity, information protection and privacy solutions. Legacy includes revenues from products or solutions from markets that we have exited and in which we no longer operate, have been discontinued or identified to be discontinued, or remain in maintenance mode as a result of integration and product portfolio decisions.
Geographic information
Net revenues by geography are based on the billing addresses of our customers. The following table represents net revenues by geographic area for the periods presented:
| Year Ended (2) | |||||||||||||||||
| (In millions) | March 29, 2024 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Americas | $ | 2,493 | $ | 2,247 | $ | 1,936 | |||||||||||
| EMEA | 920 | 724 | 522 | ||||||||||||||
| APJ | 399 | 367 | 338 | ||||||||||||||
| Total net revenues (1) | $ | 3,812 | $ | 3,338 | $ | 2,796 |
Note: The Americas include U.S., Canada, and Latin America; EMEA includes Europe, Middle East, and Africa; APJ includes Asia Pacific and Japan.
(1) During the year ended March 29, 2024, total net revenues include an unfavorable foreign exchange impact of $25 million, consisting of $14 million from EMEA and $11 million from APJ.
(2) From time to time, changes in allocation methodologies cause changes to the revenue by geographic area above. When changes occur, we recast historical amounts to match the current methodology, such as for fiscal 2023 and 2022 where we aligned allocation methodologies across similar product categories.
Revenues from customers inside the U.S. were $2,270 million, $2,071 million, and $1,834 million during fiscal 2024, 2023 and 2022, respectively. No other individual country accounted for more than 10% of revenues.
The table below represents cash and cash equivalents held in the U.S. and internationally in various foreign subsidiaries:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| U.S. | $ | 467 | $ | 178 | |||||||
| International | 379 | 572 | |||||||||
| Total cash and cash equivalents | $ | 846 | $ | 750 |
The table below represents our property and equipment, net of accumulated depreciation and amortization, by geographic area, based on the physical location of the asset, at the end of each period presented:
| (In millions) | March 29, 2024 | March 31, 2023 | |||||||||
| U.S. | $ | 47 | $ | 38 | |||||||
| Germany | 12 | 13 | |||||||||
| Czech Republic | 6 | 16 | |||||||||
| Other countries (1) | 7 | 9 | |||||||||
| Total property and equipment, net | $ | 72 | $ | 76 |
(1) No individual country represented more than 10% of the respective totals.
Significant customers and e-commerce partners
In fiscal 2024, 2023 and 2022, no individual end-user customer accounted for 10% or more of our net revenues. See Note 1 for e-commerce partners that accounted for over 10% of our total accounts receivable.
Note 18. Commitments and Contingencies
Purchase obligations
We have purchase obligations that are associated with agreements for purchases of goods or services. Management believes that cancellation of these contracts is unlikely, and we expect to make future cash payments according to the contract terms.
The following reflects estimated future payments for purchase obligations by fiscal year. The amount of purchase obligations reflects estimated future payments as of March 29, 2024.
| (In millions) | March 29, 2024 | ||||
| 2025 | $ | 324 | |||
| 2026 | 73 | ||||
| 2027 | 47 | ||||
| 2028 | 36 | ||||
| 2029 | 28 | ||||
| Thereafter | 2 | ||||
| Total purchase obligations | $ | 510 |
Deemed repatriation taxes
Under the Tax Cuts and Jobs Act (H.R.1), we are required to pay a one-time transition tax on untaxed earnings of our foreign subsidiaries through July 2025. The following reflects estimated future payments for deemed repatriation taxes by fiscal year:
| (In millions) | March 29, 2024 | ||||
| 2025 | $ | 171 | |||
| 2026 | 139 | ||||
| Total obligations | $ | 310 |
Indemnifications
In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, subsidiaries and other parties with respect to certain matters, including, but not limited to, product warranties and losses arising out of our breach of agreements or representations and warranties made by us, including claims alleging that our software infringes on the intellectual property rights of a third party. In addition, our bylaws contain indemnification obligations to our directors, officers, employees, and agents, and we have entered into indemnification agreements with our directors and certain of our officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our bylaws and to provide additional procedural protections. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. We monitor the conditions that are subject to indemnification to identify if a loss has occurred. Historically, we have not incurred material costs as a result of obligations under these agreements, and we have not accrued any material liabilities related to such indemnification obligations in our Consolidated Financial Statements.
Litigation contingencies
Trustees of the University of Columbia in the City of New York v. NortonLifeLock
As previously disclosed, on May 2, 2022, a jury returned its verdict in a patent infringement case filed in 2013 by the Trustees of Columbia University in the City of New York (Columbia) in the U.S. District Court for the Eastern District of Virginia. Columbia originally brought suit alleging infringement of six patents owned by the university. We won a favorable claim construction order on all six patents, and the claim construction was upheld by the Federal Circuit in 2016 on all but U.S. Patent Nos. 8,601,322 and 8,074,115. We also sought inter partes review by the Patent Trial and Appeal Board of the claims of the ‘322 and ‘115 Patents and all but two claims of the ‘322 Patent and three claims of the ‘115 Patent were invalidated. The remaining claims of the ‘322 and ‘115 Patents were the only claims that remained in suit at trial.
The jury found that our Norton Security products and Symantec Endpoint Protection products (the latter of which were sold by us to Broadcom as part of an Asset Purchase Agreement dated November 4, 2019) willfully infringe the ‘322 and ‘115 Patents through the use of SONAR/BASH behavioral protection technology. The jury awarded damages in the amount of $185 million. Columbia did not seek injunctive relief against us. We believe that we have ceased the use of the technology found by the jury to infringe. The jury also found that we did not fraudulently conceal its prosecution of U.S. Patent No. 8,549,643 but did find that two Columbia professors were coinventors of this patent. No damages were awarded related to this patent.
On September 30, 2023, the court entered its judgment, which awarded Columbia (i) enhanced damages of 2.6 times the jury award; (ii) prejudgment interest, post-judgment interest, and supplemental damages to be calculated in accordance with the parties’ previous agreement; and (iii) attorneys’ fees subject to the parties meeting and conferring as to amount. We have complied with the court’s order and submitted a stipulation regarding the final calculations of all outstanding interest, royalties and attorneys’ fees. We have posted the required surety bond and have appealed the judgement to the Federal Circuit Court of Appeals, which remains pending.
At this time, our current estimate of probable losses from this matter is approximately $583 million, which we have accrued and recorded as part of Other long-term liabilities in the Consolidated Balance Sheets. There is a reasonable possibility that a loss may be incurred in excess of our accrual for this matter; however, such loss cannot be reasonably estimated.
Securities Class Action and Derivative Litigation
Securities class action lawsuits, which have since been consolidated, were filed in May 2018 against us and certain of our former officers, in the U.S. District Court for the Northern District of California. The lead plaintiff’s consolidated amended complaint alleged that, during a purported class period of May 11, 2017 to August 2, 2018, defendants made false and misleading statements in violation of Sections 10(b) and 20(a), and that certain individuals violated Section 20A, of the Securities Exchange Act of 1934, as amended (the Exchange Act).
On May 24, 2021, the parties reached a proposed settlement and release of all claims in the class action, for $70 million, and on June 8, 2021, the parties executed a Stipulation and Agreement of Settlement, exclusive of any claims that may be brought by shareholders who opted out of the class action. Of the $70 million, $67 million was covered under the applicable insurance policy with the remainder to be paid by us. The Court approved the settlement on February 12, 2022.
On November 22, 2021, investment funds managed by Orbis Investment Management Ltd. which previously opted out of the securities class action, filed suit under the Exchange Act, the Arizona Securities Act, the Arizona Consumer Fraud Act and certain common law causes of action to recover alleged damages for losses incurred by the funds for their purchases or acquisitions of our common stock during the class period. On February 7, 2023, our Motion to Dismiss was granted in part and denied in part. The parties have now settled the matter and the action was dismissed with prejudice on April 26, 2023. The impact of settlement was not material.
Purported shareholder derivative lawsuits were filed against us and certain of our former officers and current and former directors in the Delaware Court of Chancery (In re Symantec Corp. S’holder. Deriv. Litig.), Northern District of California (Lee v. Clark et al.,), and the District of Delaware (Milliken vs. Clark et al.). These assert generally the same facts and circumstances as alleged in the securities class action and allege claims for breach of fiduciary duty and related claims. On January 4, 2023, after reaching an agreement on the terms of the proposed settlement, which provides for, among other things, a payment of $12 million to the Company by the insurers of the Company’s directors and officers, the parties to the Chancery action filed a Stipulation and Agreement of Settlement, Compromise and Release in that Court, which was approved by the Court on May 4, 2023, over the objection of the Lee and Milliken plaintiffs, and releases all claims in the Chancery, Lee, and Milliken actions, as well as any other claims based on the same operative facts. The parties in the Milliken action stipulated to a dismissal with prejudice, which was entered by that Court on May 12, 2023. The parties in the Lee action stipulated to a dismissal with prejudice, which was entered by that Court on June 12, 2023. All three shareholder derivative lawsuits are now resolved.
A fourth lawsuit filed in the Delaware Superior Court, Kukard v. Symantec, brought claims derivatively on behalf of our 2008 Employee Stock Purchase Plan. The parties have reached a settlement in principle, subject to Court approval. The impact of settlement was not material.
GSA
During the first quarter of fiscal 2013, we were advised by the Commercial Litigation Branch of the Department of Justice’s (DOJ) Civil Division and the Civil Division of the U.S. Attorney’s Office for the District of Columbia that the government is investigating our compliance with certain provisions of our U.S. General Services Administration (GSA) Multiple Award Schedule
Contract No. GS-35F-0240T effective January 24, 2007, including provisions relating to pricing, country of origin, accessibility, and the disclosure of commercial sales practices.
As reported on the GSA’s publicly-available database, our total sales under the GSA Schedule contract were approximately $222 million from the period beginning January 2007 and ending September 2012. We fully cooperated with the government throughout its investigation, and in January 2014, representatives of the government indicated that their initial analysis of our actual damages exposure from direct government sales under the GSA Schedule contract was approximately $145 million; since the initial meeting, the government’s analysis of our potential damages exposure relating to direct sales increased. The government also indicated they would pursue claims for certain sales to California, Florida, and New York as well as sales to the federal government through reseller GSA Schedule contracts, which could significantly increase our potential damages exposure.
In 2012, a sealed civil lawsuit was filed against us related to compliance with the GSA Schedule contract and contracts with California, Florida, and New York. On July 18, 2014, the Court-imposed seal expired, and the government intervened in the lawsuit. On September 16, 2014, the states of California and Florida intervened in the lawsuit, and the state of New York notified the Court that it would not intervene. On October 3, 2014, the DOJ filed an amended complaint, which did not state a specific damages amount. On October 17, 2014, California and Florida combined their claims with those of the DOJ and the relator on behalf of New York in an Omnibus Complaint, and a First Amended Omnibus Complaint was filed on October 8, 2015; the state claims also do not state specific damages amounts.
On March 23, 2021, Plaintiffs withdrew their demand for a jury trial and we consented to proceed with a bench trial, which concluded on March 24, 2022. On January 19, 2023, the Court issued its Findings of Facts and Conclusions of Law in which it found in favor of the United States in part and awarded damages and penalties in the amount of $1.3 million. The Court also found in favor of the State of California in part and awarded penalties in the amount of $0.4 million. The resulting Judgment was filed by the Court on January 20, 2023. On February 16, 2023, Plaintiffs filed Motions to Amend Judgment to revive the damages claimed at trial. On January 16, 2024, the Court granted in part and denied in part the United States’ Motion to Amend and awarded $53 million in damages and penalties. The State of California’s Motion to Amend was denied.
The January 2023 judgment amount has been paid, and at this time, our current estimate of the low end of the range of probable estimated losses from this matter is $53 million, which we have accrued and recorded as part of Other current liabilities in the Consolidated Balance Sheets. On February 13, 2024, we filed a motion to amend and correct the judgement in that the revised damages in the January 2024 decision include damages for products not included on the GSA schedule at issue in the case.
The judgement in the case is not yet final, nonetheless we have posted a surety bond and continue to assess our appeal options. It is possible an appeal of the Court’s amended judgment by the plaintiffs, if brought, could lead to further claims or findings of violations of the False Claims Act and could be material to our results of operations and cash flows for any period. Resolution of False Claims Act investigations can ultimately result in the payment of somewhere between one and three times the actual damages proven by the government, plus civil penalties. There is a reasonable possibility that a loss may have been incurred in excess of our accrual for this matter; however, such loss cannot be reasonably estimated.
Additionally, on May 13, 2021, we reached a settlement in principle with the State of Florida to resolve all claims it asserted in the litigation for $0.5 million, plus the relator’s statutory attorney’s fees with respect to the State of Florida’s claims. On February 28, 2022, we reached a settlement in principle with the State of New York and the relator to resolve all of the New York claims asserted in the litigation for $5 million.
Jumpshot Matters
At the end of 2019, Avast came under media scrutiny for provision of Avast customer data to its data analytics subsidiary Jumpshot Inc. Jumpshot was a subsidiary of Avast with its own management team and technical experts. Avast announced the decision to terminate its provision of data to, and wind down, Jumpshot on January 30, 2020. As Avast has previously disclosed, it has been in communication with certain regulators and authorities prior to completion of the acquisition of Avast, and we will continue cooperating fully in respect of all regulatory enquiries.
On December 23, 2019, the United States Federal Trade Commission (FTC) issued a Civil Investigative Demand (CID) to Avast seeking documents and information related to its privacy practices, including Jumpshot's past use of consumer information that was provided to it by Avast. Avast responded cooperatively to the CID and related follow-up requests from the FTC. On October 29, 2021, staff at the FTC sent Avast a draft complaint and proposed settlement order. We have been engaged in ongoing negotiations with the FTC staff and have reached an agreement on the terms of a settlement resolving this investigation, subject to the Commission’s approval, the terms of which are not expected to have a material impact on current or ongoing operations. This includes a provision for a non-material amount of monetary relief, which has been accrued. Absent a final settlement, any litigation or other legal proceeding between us and the FTC could result in material monetary remedies and/or compliance requirements that impose significant and material cost and resource burdens on us, and may impact our ability to use data in the future. There can be no assurance that we will be successful in reaching a favorable settlement or in litigation. Any remedies or compliance requirements resulting from a litigation or other legal proceedings could adversely affect our ability to operate our business or have a materially adverse impact on our financial results.
On February 27, 2020, the Czech Office for Personal Data Protection (the Czech DPA) initiated offense proceedings concerning Avast`s practices with respect to Jumpshot, the Czech DPA issued a decision in March 2022 finding that Avast had violated the GDPR and issued a fine of CZK 351 million, which we accrued. Avast appealed the decision, which was affirmed by the Czech DPA on April 10, 2024. Avast is considering its options including a further judicial action.
On March 27, 2024, Stichting CUIC – Privacy Foundation for Collective Redress, a Dutch foundation (the Foundation), filed its writ of summons to initiate a collective action. The Foundation has asserted it represents the interests of Avast customers in the Netherlands whose data was provided to Jumpshot and that by doing so Avast violated the requirements of the GDPR and other provisions in Dutch and European Union privacy and consumer law entitling those customers to damages and other compensation, all of which we dispute. No specific amount of damages has been alleged to date. At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible or estimate the range of any potential loss.
On April 18, 2024, we received a letter before action from counsel in the United Kingdom asserting it may bring a representative action on behalf of a class of Avast users in the United Kingdom and Wales for breach of contract and misuse of private information and seeking unspecified damages and a permanent injunction. No lawsuit has been commenced. At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible or estimate the range of any potential loss.
On December 12, 2022, a putative class action, Lau v. Gen Digital Inc. and Jumpshot Inc., was filed in the Northern District of California alleging violations of the Electronic Communications Privacy Act, California Invasion of Privacy Act, statutory larceny, unfair competition and various common law claims related to the provision of customer data to Jumpshot. Such claims, to the extent related to Jumpshot, have now been dismissed from the case. At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a result of this action or estimate the range of any potential loss. We dispute these claims and intend to defend them vigorously.
The outcome of the regulatory proceedings, government enforcement actions and litigation is difficult to predict, and the cost to defend, settle or otherwise resolve these matters may be significant. Plaintiffs or regulatory agencies or authorities in these matters may seek recovery of large or indeterminate amounts or seek to impose sanctions, including significant monetary penalties, as well as equitable relief. The monetary and other impact of these litigations, proceedings or actions may remain unknown for substantial periods of time. Further, an unfavorable resolution of litigations, proceedings or actions could have a material adverse effect on our business, financial condition, and results of operations and cash flows. The amount of time that will be required to resolve these matters is unpredictable, and these matters may divert management’s attention from the day-to-day operations of our business. Any future investigations or additional lawsuits may also adversely affect our business, financial condition, results of operations and cash flows.
Other
We are involved in a number of other judicial and administrative proceedings that are incidental to our business. Although adverse decisions (or settlements) may occur in one or more of the cases, it is not possible to estimate the possible loss or losses from each of these cases. The final resolution of these lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on our business, results of operations, financial condition or cash flows.
(2) Financial Statement Schedules
Schedule II
GEN DIGITAL INC.
VALUATION AND QUALIFYING ACCOUNTS
All financial statement schedules have been omitted, since the required information is not applicable or is not present in material amounts, and/or changes to such amounts are immaterial to require submission of the schedule, or because the information required is included in our Consolidated Financial Statements and notes thereto included in this Form 10-K.
(3) Exhibits
| Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||||||||||||||||||||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||||||||||||||||||||||||||||
| 2.01(§) | Asset Purchase Agreement, dated August 8, 2019, by and between Broadcom Inc. and Registrant. | 8-K | 000-17781 | 2.01 | 8/8/2019 | |||||||||||||||||||||||||||||||||
| 3.01 | Amended and Restated Certificate of Incorporation of Registrant, and all amendments thereto. | 10-Q | 000-17781 | 3.01 | 11/9/2022 | |||||||||||||||||||||||||||||||||
| 3.02 | Amended and Restated Bylaws of Registrant. | 8-K | 000-17781 | 3.02 | 11/7/2022 | |||||||||||||||||||||||||||||||||
| 3.03 | Certificate of Elimination of Series A Junior Preferred Stock. | 10-K | 000-17781 | 3.06 | 5/28/2020 | |||||||||||||||||||||||||||||||||
| 4.01 | Description of Securities. | X | ||||||||||||||||||||||||||||||||||||
| 4.03 | Investment Agreement, dated as of February 3, 2016, by and among Registrant and Silver Lake Partners IV Cayman (AIV II), L.P. | 8-K | 000-17781 | 10.01 | 2/9/2016 | |||||||||||||||||||||||||||||||||
| 4.04 | First Amendment to Investment Agreement, dated as of March 2, 2016, by and among Registrant and Silver Lake Partners IV Cayman (AIV II), L.P. | 8-K | 000-17781 | 10.01 | 3/7/2016 |
| Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||||||||||||||||||||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||||||||||||||||||||||||||||
| 31.01 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||||||||
| 31.02 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||||||||
| 32.01(††) | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||||||||
| 32.02(††) | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||||||||
| 97.01 | Clawback Policy | X | ||||||||||||||||||||||||||||||||||||
| 101.00 | The following financial information from Gen Digital Inc.'s Annual Report on Form 10-K for the fiscal year ended March 29, 2024 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity (Deficit), (vi) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | X | ||||||||||||||||||||||||||||||||||||
| 104.00 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X |
| * | Indicates a management contract, compensatory plan or arrangement. | ||||
| § | The exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally copies of any such exhibits and schedules to the SEC upon request. | ||||
| † | Filed by Veritas Software Corporation. | ||||
| †† | This exhibit is being furnished, rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. | ||||
| + | Certain portions of this document that constitute confidential information have been redacted in accordance with Regulations S-K, Item 601(b)(10). | ||||
| ++ | Certain schedules and similar attachments to the exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) |
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