filings.toolsGen Digital 10-Q 2024-12-27
Filed 2025-01-31. 8 sections, 257K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended December 27, 2024
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to
Commission File Number 000-17781
Gen Digital Inc.
(Exact name of the registrant as specified in its charter)
| Delaware | 77-0181864 | ||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer Identification no.) | ||||||||||||||||
| 60 E. Rio Salado Parkway, | Suite 1000, | Tempe, | Arizona | 85281 | |||||||||||||
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code:
(650) 527-8000
Former name or former address, if changed since last report:
Not applicable
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | |||||||||
| Common Stock, | par value $0.01 per share | GEN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | þ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
The number of shares of Gen common stock, $0.01 par value per share, outstanding as of January 27, 2025 was 616,301,369 shares.
GEN DIGITAL INC.
FORM 10-Q
Quarterly Period Ended December 27, 2024
TABLE OF CONTENTS
“Gen,” “we,” “us,” “our,” and “the Company” refer to Gen Digital Inc. and all of its subsidiaries. Gen, Norton, Avast, LifeLock, Avira, AVG, Reputation Defender, CCleaner and all related trademarks, service marks and trade names are trademarks or registered trademarks of Gen or other respective owners that have granted Gen the right to use such marks. Other names may be trademarks of their respective owners.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
GEN DIGITAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in millions, except par value per share amounts)
| December 27, 2024 | March 29, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 883 | $ | 846 | |||||||
| Accounts receivable, net | 152 | 163 | |||||||||
| Other current assets | 262 | 334 | |||||||||
| Assets held for sale | 23 | 15 | |||||||||
| Total current assets | 1,320 | 1,358 | |||||||||
| Property and equipment, net | 61 | 72 | |||||||||
| Intangible assets, net | 2,336 | 2,638 | |||||||||
| Goodwill | 10,171 | 10,210 | |||||||||
| Other long-term assets | 1,475 | 1,515 | |||||||||
| Total assets | $ | 15,363 | $ | 15,793 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 102 | $ | 66 | |||||||
| Accrued compensation and benefits | 93 | 78 | |||||||||
| Current portion of long-term debt | 1,396 | 175 | |||||||||
| Contract liabilities | 1,777 | 1,808 | |||||||||
| Other current liabilities | 396 | 599 | |||||||||
| Total current liabilities | 3,764 | 2,726 | |||||||||
| Long-term debt | 7,080 | 8,429 | |||||||||
| Long-term contract liabilities | 72 | 76 | |||||||||
| Deferred income tax liabilities | 223 | 261 | |||||||||
| Long-term income taxes payable | 1,385 | 1,490 | |||||||||
| Other long-term liabilities | 688 | 671 | |||||||||
| Total liabilities | 13,212 | 13,653 | |||||||||
| Commitments and contingencies (Note 18) | |||||||||||
| Stockholders’ equity (deficit): | |||||||||||
| Common stock and additional paid-in capital, $0.01 par value: 3,000 shares authorized; 616 and 623 shares issued and outstanding as of December 27, 2024 and March 29, 2024, respectively | 2,026 | 2,227 | |||||||||
| Accumulated other comprehensive income (loss) | (46) | 11 | |||||||||
| Retained earnings (accumulated deficit) | 171 | (98) | |||||||||
| Total stockholders’ equity (deficit) | 2,151 | 2,140 | |||||||||
| Total liabilities and stockholders’ equity | $ | 15,363 | $ | 15,793 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
GEN DIGITAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 27, 2024 | December 29, 2023 | December 27, 2024 | December 29, 2023 | ||||||||||||||||||||
| Net revenues | $ | 986 | $ | 948 | $ | 2,925 | $ | 2,836 | |||||||||||||||
| Cost of revenues | 193 | 182 | 577 | 541 | |||||||||||||||||||
| Gross profit | 793 | 766 | 2,348 | 2,295 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | 182 | 184 | 549 | 552 | |||||||||||||||||||
| Research and development | 84 | 77 | 248 | 252 | |||||||||||||||||||
| General and administrative | 108 | 110 | 224 | 559 | |||||||||||||||||||
| Amortization of intangible assets | 43 | 61 | 130 | 183 | |||||||||||||||||||
| Restructuring and other costs | 2 | 2 | 4 | 36 | |||||||||||||||||||
| Total operating expenses | 419 | 434 | 1,155 | 1,582 | |||||||||||||||||||
| Operating income (loss) | 374 | 332 | 1,193 | 713 | |||||||||||||||||||
| Interest expense | (141) | (165) | (443) | (508) | |||||||||||||||||||
| Other income (expense), net | (25) | 11 | (8) | 30 | |||||||||||||||||||
| Income (loss) before income taxes | 208 | 178 | 742 | 235 | |||||||||||||||||||
| Income tax expense (benefit) | 49 | 36 | 241 | (241) | |||||||||||||||||||
| Net income (loss) | $ | 159 | $ | 142 | $ | 501 | $ | 476 | |||||||||||||||
| Net income (loss) per share - basic | $ | 0.26 | $ | 0.22 | $ | 0.81 | $ | 0.74 | |||||||||||||||
| Net income (loss) per share - diluted | $ | 0.26 | $ | 0.22 | $ | 0.80 | $ | 0.74 | |||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | 616 | 639 | 618 | 640 | |||||||||||||||||||
| Diluted | 623 | 645 | 624 | 644 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
GEN DIGITAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHEN****SIVE INCOME (LOSS)
(Unaudited, in millions)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 27, 2024 | December 29, 2023 | December 27, 2024 | December 29, 2023 | ||||||||||||||||||||
| Net income (loss) | $ | 159 | $ | 142 | $ | 501 | $ | 476 | |||||||||||||||
| Other comprehensive income (loss), net of taxes: | |||||||||||||||||||||||
| Foreign currency translation gain (loss) | (69) | 32 | (47) | 28 | |||||||||||||||||||
| Net unrealized gain (loss) on interest rate derivative instruments | 9 | (19) | (10) | 6 | |||||||||||||||||||
| Other comprehensive income (loss), net of taxes | (60) | 13 | (57) | 34 | |||||||||||||||||||
| Comprehensive income (loss) | $ | 99 | $ | 155 | $ | 444 | $ | 510 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
GEN DIGITAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited, in millions, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | -
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking statements and factors that may affect future results
The discussion below contains forward-looking statements, which are subject to safe harbors under the Securities Act of 1933, as amended (the Securities Act) and the Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements include statements that represent our expectations or beliefs concerning future events, including, without limitation, references to our ability to utilize our deferred tax assets, as well as statements including words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “goal,” “intent,” “momentum,” “projects,” “forecast,” “outlook,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” and similar expressions. In addition, projections of our future financial performance; anticipated growth and trends in our businesses and in our industries; the consummation of or anticipated impacts of acquisitions (including our ability to achieve synergies from acquisitions, including Avast), divestitures, restructurings, stock repurchases, financings, debt repayments and investment activities; the outcome or impact of pending litigation, claims or disputes; our intent to pay quarterly cash dividends in the future; plans for and anticipated benefits of our products and solutions; anticipated tax rates, benefits and expenses; the impact of inflation, fluctuations in foreign currency exchange rates, changes in interest rates, ongoing and new geopolitical conflicts, and other global macroeconomic factors on our operations and financial performance; and other characterizations of future events or circumstances are forward-looking statements. These statements are only predictions, based on our current expectations about future events and may not prove to be accurate. We do not undertake any obligation to update these forward-looking statements to reflect events occurring or circumstances arising after the date of this report. These forward-looking statements involve risks and uncertainties, and our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements on the basis of several factors, including economic recessions, inflationary pressures and those other factors that we discuss in Part II Item 1A. Risk Factors, of this Quarterly Report on Form 10-Q and Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended March 29, 2024. We encourage you to read those sections carefully. There may also be other factors that have not been anticipated or that are not described in our periodic filings with the SEC, generally because we did not believe them to be significant at the time, which could cause actual results to differ materially from our projections and expectations. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
OVERVIEW
Gen is a global company powering Digital Freedom with a family of trusted consumer brands including Norton, Avast, LifeLock, Avira, AVG, ReputationDefender and CCleaner. Our core cyber safety portfolio provides protection across three key categories in multiple channels and geographies, including security and performance management, identity protection, and online privacy. We have built a technology platform that brings together software and service capabilities within these three categories into a comprehensive and easy-to-use integrated platform across our brands. We bring award-winning products and services in cybersecurity, privacy and identity protection to approximately 500 million users in more than 150 countries so they can live their digital lives safely, privately, and confidently today and for generations to come.
Fiscal calendar
We have a 52/53-week fiscal year ending on the Friday closest to March 31. The three and nine months ended December 27, 2024 and December 29, 2023 each consisted of 13 and 39 weeks, respectively. Our 2025 fiscal year consists of 52 weeks and ends on March 28, 2025.
Key financial metrics
The following tables provide our key financial metrics for the periods presented:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (In millions, except for per share amounts) | December 27, 2024 | December 29, 2023 | December 27, 2024 | December 29, 2023 | |||||||||||||||||||
| Net revenues | $ | 986 | $ | 948 | $ | 2,925 | $ | 2,836 | |||||||||||||||
| Operating income (loss) | $ | 374 | $ | 332 | $ | 1,193 | $ | 713 | |||||||||||||||
| Net income (loss) | $ | 159 | $ | 142 | $ | 501 | $ | 476 | |||||||||||||||
| Net income (loss) per share - diluted | $ | 0.26 | $ | 0.22 | $ | 0.80 | $ | 0.74 | |||||||||||||||
| As Of | |||||||||||
| (In millions) | December 27, 2024 | March 29, 2024 | |||||||||
| Cash and cash equivalents | $ | 883 | $ | 846 | |||||||
| Contract liabilities | $ | 1,849 | $ | 1,884 |
Below are our financial highlights for the third quarter of fiscal 2025, compared to the corresponding period in the prior year:
-
Net revenues increased $38 million, primarily due to higher sales in both our consumer security and identity and information protection products.
-
Operating income increased $42 million, primarily due to increased net revenues and lower amortization of intangible assets, offset by an increase in revenue share costs.
-
Net income increased $17 million and net income per share increased $0.04, primarily due to increased operating income discussed above and decreased interest expense associated with our Term B facility. This is offset by an impairment expense on our non-marketable equity investments and increase in income tax expense.
Below are our financial highlights for the first nine months of fiscal 2025, compared to the corresponding period in the prior year:
-
Net revenues increased $89 million, primarily due to higher sales in both our consumer security and identity and information protection products.
-
Operating income increased $480 million, primarily due to increased net revenues, decrease in legal costs related to ongoing litigation, lower amortization of intangible assets and restructuring costs related to our acquisition of Avast.
-
Net income increased $25 million and net income per share increased $0.06, primarily due to increased operating income discussed above and decreased interest expense associated with our Term B facility. This is offset by an impairment expense on our non-marketable equity investments and the absence of an income tax benefit in the second quarter of fiscal 2024.
-
Cash and cash equivalents increased by $37 million compared to March 29, 2024, primarily due cash generated from operating activities during the first nine months of fiscal 2025. This is partially offset by repurchases of our common stock, cash interest paid, dividends paid to shareholders, voluntary prepayments of our Term B facility, and mandatory principal amortization payments of our Term A and B facility.
-
Contract liabilities decreased $35 million compared to March 29, 2024, primarily due to billing seasonality and fluctuations in foreign currency rates.
Proposed Acquisition of MoneyLion
On December 10, 2024, we entered into a definitive agreement to acquire MoneyLion Inc. (NYSE: ML). See Note 4 of the Notes to the Condensed Consolidated Financial Statements for further information about the proposed acquisition.
Subsequent Event
On January 16, 2025, we notified e-commerce partner B (Refer to Note 17 of the Notes to the Condensed Consolidated Financial Statements for information about e-commerce partner B) of our termination of the agreement and subsequently entered into a legal settlement agreement with them. Refer to Note 19 of the Notes to the Condensed Consolidated Financial Statements for further information about this notice of termination and settlement agreement.
Fiscal 2025 Acquisition
Refer to Note 19 of the Notes to the Condensed Consolidated Financial Statements for further information about the acquisition completed on January 28, 2025.
GLOBAL MACROECONOMIC CONDITIONS
As a global company, our results of operations and cash flows may be influenced by global macroeconomic conditions, including, but not limited to, foreign currency exchange rate fluctuations, the impact of interest rate fluctuations, inflation, geopolitical conflicts and/or pressures, including the unknown impacts of current and future trade regulations, instability in the global banking sector, economic slowdown and recession risks, any of which may persist for an extended period.
We continue to monitor the direct and indirect impacts of these global macroeconomic or other geopolitical factors. The broader implications of these events on our business, results of operations, and overall financial position remain uncertain and could result in further adverse impacts to our reported results. For further discussion of the potential impacts of global macroeconomic conditions on our business, please see Part 1, Item III and “Risk Factors” in Part II, Item 1A below.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our Condensed Consolidated Financial Statements and related notes in accordance with generally accepted accounting principles in the U.S. requires us to make estimates, including judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates, judgements and assumptions on historical experience and on various other factors we believe to be reasonable under the circumstances. We evaluate our estimates, judgements and assumptions on a regular basis and make changes accordingly. Management believes that the accounting estimates employed and the resulting amounts are reasonable; however, actual results may differ from these estimates. Making estimates, judgments and assumptions about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Should any of these estimates, judgements or assumptions change or prove to have been incorrect, it could have a material impact on our results of operations, financial position and cash flows.
Our critical accounting policies and estimates were disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 29, 2024. There have been no material changes in the matters for which we make critical accounting estimates in the preparation of our Condensed Consolidated Financial Statements during the three and nine months ended December 27, 2024.
RESULTS OF OPERATIONS
The following table sets forth our Condensed Consolidated Statements of Operations data as a percentage of net revenues for the periods indicated:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 27, 2024 | December 29, 2023 | December 27, 2024 | December 29, 2023 | ||||||||||||||||||||
| Net revenues | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||
| Cost of revenues | 20 | 19 | 20 | 19 | |||||||||||||||||||
| Gross profit | 80 | 81 | 80 | 81 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | 18 | 19 | 19 | 19 | |||||||||||||||||||
| Research and development | 9 | 8 | 8 | 9 | |||||||||||||||||||
| General and administrative | 11 | 12 | 8 | 20 | |||||||||||||||||||
| Amortization of intangible assets | 4 | 6 | 4 | 6 | |||||||||||||||||||
| Restructuring and other costs | — | — | — | 1 | |||||||||||||||||||
| Total operating expenses | 42 | 46 | 39 | 56 | |||||||||||||||||||
| Operating income (loss) | 38 | 35 | 41 | 25 | |||||||||||||||||||
| Interest expense | (14) | (17) | (15) | (18) | |||||||||||||||||||
| Other income (expense), net | (3) | 1 | — | 1 | |||||||||||||||||||
| Income (loss) before income taxes | 21 | 19 | 25 | 8 | |||||||||||||||||||
| Income tax expense (benefit) | 5 | 4 | 8 | (8) | |||||||||||||||||||
| Net income (loss) | 16 | % | 15 | % | 17 | % | 17 | % |
Note: Percentages may not add due to rounding.
Net revenues
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| (In millions, except for percentages) | December 27, 2024 | December 29, 2023 | Change in % | December 27, 2024 | December 29, 2023 | Change in % | |||||||||||||||||||||||||||||
| Net revenues | $ | 986 | $ | 948 | 4 | % | $ | 2,925 | $ | 2,836 | 3 | % |
Three Months Ended December 27, 2024 Compared with Three Months Ended December 29, 2023
Net revenues increased $38 million, due to a $21 million increase in sales of our consumer security products and a $20 million increase in sales of our identity and information protection products. This was partially offset by a $3 million decrease in our legacy product offerings.
Nine Months Ended December 27, 2024 Compared with Nine Months Ended December 29, 2023
Net revenues increased $89 million, due to a $54 million increase in sales of our identity and information protection products and a $45 million increase in sales of our consumer security products. This was partially offset by a $10 million decrease in our legacy product offerings. This is inclusive of $9 million of foreign exchange headwinds, in our consumer security solutions.
Performance Metrics
We regularly monitor a number of metrics in order to measure our current performance and estimate our future performance. We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our marketing and operational strategies. Our metrics may be calculated in a manner different than similar metrics used by other companies.
The following table summarizes supplemental key performance metrics:
| Three Months Ended | |||||||||||
| (In millions, except for per user amounts) | December 27, 2024 | December 29, 2023 | |||||||||
| Direct customer revenues | $ | 869 | $ | 834 | |||||||
| Partner revenues | 105 | 99 | |||||||||
| Total cyber safety revenues | $ | 974 | $ | 933 | |||||||
| Legacy revenues (1) | $ | 12 | $ | 15 | |||||||
| Direct customer count (at quarter end) | 40.1 | 38.9 | |||||||||
| Direct average revenue per user (ARPU) | $ | 7.27 | $ | 7.18 | |||||||
| Retention rate | 78 | % | 77 | % |
(1) Legacy revenues 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.
We define direct customer count as active paid users of our products and solutions who have a direct billing and/or registration relationship with us at the end of the reported period. We exclude users on free trials from our direct customer count. Users who have indirectly purchased and/or registered for our products or solutions through partners are excluded unless such users convert or renew their subscription directly with us or sign up for a paid membership through our web stores or third-party app stores. The methodologies used to measure these metrics require judgment and are subject to change due to improvements or revisions to our methodology. From time to time, we review our metrics and may discover inaccuracies or make adjustments to improve their accuracy, which can result in adjustments to our historical metrics. Our ability to recalculate our historical metrics may be impacted by data limitations or other factors that require us to apply different methodologies for such adjustments. We generally do not intend to update previously disclosed metrics for any such inaccuracies or adjustments that are deemed not material.
ARPU is calculated as estimated direct customer revenues for the period divided by the average direct customer count for the same period, expressed as a monthly figure. Non-GAAP estimated direct customer revenues and ARPU have limitations as analytical tools and should not be considered in isolation or as a substitute for U.S. GAAP estimated direct customer revenues or other U.S. GAAP measures. We monitor ARPU because it helps us understand the rate at which we are monetizing our consumer customer base.
Retention rate is defined as the percentage of direct customers as of the end of the period from one year ago who are still active as of the most recently completed fiscal period. We monitor the retention rate to evaluate the effectiveness of our strategies to improve renewals of subscriptions.
Net revenues by geographical region
| Three Months Ended (1) | Nine Months Ended (1) | ||||||||||||||||||||||
| December 27, 2024 | December 29, 2023 | December 27, 2024 | December 29, 2023 | ||||||||||||||||||||
| Americas | 66 | % | 65 | % | 66 | % | 65 | % | |||||||||||||||
| EMEA | 24 | % | 24 | % | 24 | % | 24 | % | |||||||||||||||
| APJ | 10 | % | 11 | % | 10 | % | 11 | % |
(1) 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 the three and nine months ended December 29, 2023 where we aligned allocation methodologies across similar product categories.
The Americas include the U.S., Canada and Latin America; EMEA includes Europe, the Middle East and Africa; APJ includes Asia Pacific and Japan.
Percentage of revenue by geographic region in the three and nine months ended December 27, 2024 remains primarily in the Americas.
Cost of revenues
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| (In millions, except for percentages) | December 27, 2024 | December 29, 2023 | Change in % | December 27, 2024 | December 29, 2023 | Change in % | |||||||||||||||||||||||||||||
| Cost of revenues | $ | 193 | $ | 182 | 6 | % | $ | 577 | $ | 541 | 7 | % |
Three Months Ended December 27, 2024 Compared with Three Months Ended December 29, 2023
Cost of revenues increased $11 million, primarily due to a $12 million increase in revenue share costs.
Nine Months Ended December 27, 2024 Compared with Nine Months Ended December 29, 2023
Cost of revenues increased $36 million, primarily due to a $34 million increase in revenue share costs.
Operating expenses
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| (In millions, except for percentages) | December 27, 2024 | December 29, 2023 | Change in % | December 27, 2024 | December 29, 2023 | Change in % | |||||||||||||||||||||||||||||
| Sales and marketing | $ | 182 | $ | 184 | (1) | % | $ | 549 | $ | 552 | (1) | % | |||||||||||||||||||||||
| Research and development | 84 | 77 | 9 | % | 248 | 252 | (2) | % | |||||||||||||||||||||||||||
| General and administrative | 108 | 110 | (2) | % | 224 | 559 | (60) | % | |||||||||||||||||||||||||||
| Amortization of intangible assets | 43 | 61 | (30) | % | 130 | 183 | (29) | % | |||||||||||||||||||||||||||
| Restructuring and other costs | 2 | 2 | — | % | 4 | 36 | (89) | % | |||||||||||||||||||||||||||
| Total operating expenses | $ | 419 | $ | 434 | (3) | % | $ | 1,155 | $ | 1,582 | (27) | % |
Three Months Ended December 27, 2024 Compared with Three Months Ended December 29, 2023
Sales and marketing, research and development and general and administrative remained relatively flat.
Amortization of intangible assets decreased $18 million, primarily due to certain intangible assets being fully amortized during fiscal 2024.
Restructuring and other costs remained flat. See Note 12 of the Notes to the Condensed Consolidated Financial Statements for details of the fiscal 2025 restructuring activities.
Nine Months Ended December 27, 2024 Compared with Nine Months Ended December 29, 2023
Sales and marketing and research and development remained relatively flat.
General and administrative expense decreased $335 million, primarily due to the absence of legal costs related to our litigation with Columbia in the second quarter of fiscal 2024.
Amortization of intangible assets decreased $53 million, primarily due to certain intangible assets being fully amortized during fiscal 2024.
Restructuring and other costs decreased $32 million, primarily due to a $30 million decrease in severance, termination benefits, contract cancellation costs and other exit and disposal costs in connection with the September 2022 Plan. See Note 12 of the Notes to the Condensed Consolidated Financial Statements for details of the fiscal 2025 restructuring activities.
Non-operating income (expense), net
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (In millions) | December 27, 2024 | December 29, 2023 | December 27, 2024 | December 29, 2023 | |||||||||||||||||||
| Interest expense | $ | (141) | $ | (165) | $ | (443) | $ | (508) | |||||||||||||||
| Interest income | 6 | 5 | 20 | 17 | |||||||||||||||||||
| Foreign exchange gain (loss) | (1) | (1) | 1 | 1 | |||||||||||||||||||
| Gain (loss) on equity investments | (30) | — | (30) | — | |||||||||||||||||||
| Gain (loss) on sale of properties | — | 5 | — | 9 | |||||||||||||||||||
| Other | — | 2 | 1 | 3 | |||||||||||||||||||
| Total non-operating income (expense), net | $ | (166) | $ | (154) | $ | (451) | $ | (478) |
Three Months Ended December 27, 2024 Compared with Three Months Ended December 29, 2023
Non-operating income (expense), net, increased by $12 million in expense, primary due to a $30 million impairment expense on our non-marketable equity investments. This was partially offset by a $19 million decrease in interest expense related to our Term B facility.
Nine Months Ended December 27, 2024 Compared with Nine Months Ended December 29, 2023
Non-operating income (expense), net, decreased by $27 million, primarily due to a $51 million decrease in interest expense related to our Term B facility. This was partially offset by a $30 million impairment expense on our non-marketable equity investments.
Provision for income taxes
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (In millions, except for percentages) | December 27, 2024 | December 29, 2023 | December 27, 2024 | December 29, 2023 | |||||||||||||||||||
| Income (loss) before income taxes | $ | 208 | $ | 178 | $ | 742 | $ | 235 | |||||||||||||||
| Income tax expense (benefit) | $ | 49 | $ | 36 | $ | 241 | $ | (241) | |||||||||||||||
| Effective tax rate | 24 | % | 20 | % | 32 | % | (103) | % |
Our effective tax rate for the three and nine months ended December 27, 2024 differs from the federal statutory income tax rate primarily due to state taxes, changes in unrecognized tax benefits and related interest and penalties, and the U.S. taxation on foreign earnings.
Our effective tax rate for the three and nine months ended December 29, 2023, differs from the federal statutory income tax rate primarily due to tax benefits related to the set up and write-off of deferred tax items resulting from an internal restructuring, partially offset by state taxes, changes in unrecognized tax benefits and related interest and penalties, and the U.S. taxation on foreign earnings.
The Organization for Economic Cooperation and Development (OECD) and many countries have proposed to reallocate a portion of profits of large multinational enterprises (MNE) with an annual global turnover exceeding €20 billion to markets where sales arise (Pillar One), as well as enact a global minimum tax rate of at least 15% for MNE with an annual global turnover exceeding €750 million (Pillar Two). On December 12, 2022, the European Union reached an agreement to implement the Pillar Two directive of the OECD’s reform of international taxation at the European Union level. The agreement affirms that all Member States must transpose the Pillar Two directive by December 31, 2023. The rules will therefore first be applicable for fiscal years starting on or after December 31, 2023. Ireland, Czech Republic, and certain jurisdictions in which we operate have enacted legislation to implement Pillar Two and other countries are actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals. The enactment of Pillar Two legislation is not expected to have a material adverse effect on our effective
tax rate and Condensed Consolidated Financial Statements in the near term. We will continue to monitor and reflect the impact of such legislative changes in future Condensed Consolidated Financial Statements as appropriate.
LIQUIDITY, CAPITAL RESOURCES AND CASH REQUIREMENTS
Liquidity and Capital Resources
We have historically relied on cash generated from operations, borrowings under credit facilities, issuances of debt and proceeds from divestitures for our liquidity needs.
Our capital allocation strategy is to balance driving stockholder returns, managing financial risk and preserving our flexibility to pursue strategic options, including acquisitions and mergers. Historically, this has included a quarterly cash dividend, the repayment of debt and the repurchase of shares of our common stock.
Based on past performance and current expectations, we believe that our existing cash and cash equivalents, together with cash generated from operations, amounts available under our Revolving Facility and our future refinancing plans related to our upcoming maturities, will be sufficient to meet our working capital needs, support on-going business activities and finance the expected synergy costs related to the acquisition of Avast through at least the next 12 months and to meet our known long-term contractual obligations. We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way that will impact our capital needs during or beyond the next 12 months. However, our future liquidity and capital requirements may vary materially from those as of December 27, 2024, depending on several factors, including, but not limited to, economic conditions; political climate; the expansion of sales and marketing activities; the costs to acquire or invest in businesses; and the risks and uncertainties discussed in “Risk Factors” in Part II, Item 1A below.
Cash flows
The following summarizes our cash flow activities:
| Nine Months Ended | |||||||||||
| (In millions) | December 27, 2024 | December 29, 2023 | |||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | 748 | $ | 666 | |||||||
| Investing activities | $ | (17) | $ | 4 | |||||||
| Financing activities | $ | (674) | $ | (930) |
See Note 7 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for our supplemental cash flow information.
Cash from operating activities
Our cash flows provided by operating activities increased $82 million, primarily due to higher profit before taxes adjusted by non-cash items, increased cash collection from our cyber safety billings and an increase in accounts payable as a result of the timing of payments. This is partially offset by increased legal payments compared to the first nine months of fiscal 2024.
Cash from investing activities
Our cash flows provided by and used in investing activities remained relatively flat.
Cash from financing activities
Our cash flows used in financing activities decreased $256 million, primarily due to a $320 million decrease in voluntary prepayments of our Term B Facility and a $58 million decrease in mandatory principal prepayments of our Term A and B Facilities. This was partially offset by a $131 million increase in repurchases of common stock under our repurchase program as compared to the first nine months of fiscal 2024.
Cash and cash equivalents
As of December 27, 2024, we had cash and cash equivalents of $883 million, of which $386 million was held by our foreign subsidiaries. Our cash, cash equivalents and short-term investments are managed with the objective to preserve principal, maintain liquidity and generate investment returns. The participation exemption system under current U.S. federal tax regulations generally allows us to make distributions of non-U.S. earnings to the U.S. without incurring additional U.S. federal tax, however, these distributions may be subject to applicable state or foreign taxes.
Debt
We have an undrawn revolving credit facility of $1,495 million, net of our letters of credit, which expires in September 2027.
Stock repurchases
During the nine months ended December 27, 2024 and December 29, 2023, we executed repurchases of 11 million and 7 million of our common stock under our existing stock repurchase program for an aggregate amount of $272 million and $141 million, respectively.
Material Cash Requirements
Our principal cash requirements are primarily to meet our working capital needs, support on-going business activities, including payment of taxes and cash dividends, payment of contractual obligations, funding capital expenditures, servicing existing debt, repurchasing shares of our common stock and investing in business acquisitions and mergers.
Debt instruments
As of December 27, 2024, our total outstanding principal amount of indebtedness is summarized as follows. See Note 10 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information on our debt.
| (In millions) | December 27, 2024 | ||||
| Term Loans | $ | 5,963 | |||
| Senior Notes | 2,600 | ||||
| Mortgage Loans | 6 | ||||
| Total debt | $ | 8,569 |
The Amended Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including compliance with specified financial ratios. As of December 27, 2024, we were in compliance with all debt covenants. See Note 10 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding financial ratios and debt covenant compliance.
Dividends
On January 30, 2025, we announced a cash dividend of $0.125 per share of common stock to be paid in March 2025. Any future dividends and dividend equivalents 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 (including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act) and through accelerated stock repurchase transactions. 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. As of December 27, 2024, the remaining balance of our stock repurchase authorization was $2,728 million and does not have an expiration date. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions and other investment opportunities.
Restructuring
In connection with the 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 the acquisition on September 12, 2022. We have incurred and expect to incur cash expenditures for severance and termination benefits, contract terminations, facilities closures, and the sale of underutilized facilities as well as stock-based compensation charges for accelerated equity awards for 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 the end of fiscal 2025. During the nine months ended December 27, 2024, we made $21 million in cash payments related to the September 2022 Plan. As of December 27, 2024, we have incurred costs of $128 million related to the September 2022 Plan. See Note 12 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further cash flow information associated with our restructuring activities.
Significant contractual obligations
Our principal commitments consist of principal and interest payments related to our debt instruments, obligations under our purchase agreements, repatriation tax payments under the Tax Cuts and Jobs Acts and obligations under various non-cancellable leases. Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits and other long-term taxes as of December 27, 2024, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $1,384 million in long-term income taxes payable has been excluded from our quarterly review of timing of contractual obligations.
There have been no material changes, outside the ordinary course of business, to the contractual obligations reported in our Annual Report. For additional information about our debt obligations and certain other contingencies, see Note 10 and Note 18, respectively, of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risks related to fluctuations in interest rates and foreign currency exchange rates. We may use derivative and non-derivative financial instruments to reduce the volatility of earnings and cash flow that may result from adverse economic conditions and events or changes in interest rates and foreign currency exchange rates.
Interest rate risk
As of December 27, 2024, we had $2,600 million in aggregate principal amount of fixed-rate Senior Notes outstanding, with a carrying amount and a fair value of $2,626 million, based on Level 2 inputs. The fair value of these notes fluctuates when interest rates change. Since these notes bear interest at fixed rates, the financial statement risk associated with changes in interest rates is limited to future refinancing of current debt obligations. If these notes were refinanced at higher interest rates prior to maturity, our total interest payments could increase by a material amount; however, this risk is mitigated by our strong cash position and expected future cash generated from operations, which will be sufficient to satisfy this increase in obligation.
As of December 27, 2024, we also had $5,963 million outstanding debt with variable interest rates based on the Secured Overnight Financing Rate (SOFR). A hypothetical 100 basis point change in SOFR would have resulted in a $60 million increase in interest expense on an annualized basis.
In March 2023, we entered into interest rate swap agreements to mitigate risks associated with the variable interest rate of our Term A Facility. These pay-fixed, receive-floating rate interest rate swaps have the economic effect of hedging the variability of forecasted interest payments until their maturity on March 31, 2026. Pursuant to the agreements, we 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%. A hypothetical 100 basis point increase or decrease in interest rates would have resulted in a $12 million increase or $12 million decrease in the fair values of our floating to fixed rate interest swaps on December 27, 2024.
The objective of our interest rate swaps, all of which are designated as cash flow hedges, is to manage the variability of future interest expense.
In addition, we have a $1,495 million revolving credit facility, net of our letters of credit, that if drawn bears interest at a variable rate based on SOFR and would be subject to the same risks associated with adverse changes in SOFR.
Foreign currency exchange rate risk
We conduct business in numerous currencies through our worldwide operations, and our entities hold monetary assets or liabilities, earn revenues or incur costs in currencies other than the entity’s functional currency, primarily in Euro, Japanese Yen, British Pound, Australian Dollar, Czech Koruna and Canadian Dollar. In addition, we charge our international subsidiaries for their use of intellectual property and technology and for certain corporate services provided. Our cash flow, results of operations and certain of our intercompany balances that are exposed to foreign exchange rate fluctuations may differ materially from expectations, and we may record significant gains or losses due to foreign currency fluctuations and related hedging activities. As a result, we are exposed to foreign exchange gains or losses which impacts our operating results.
Growth in our international operations will incrementally increase our exposure to foreign currency fluctuations as well as volatile market conditions, including the weakening of foreign currencies relative to USD, which has and may in the future negatively affect our revenue expressed in USD.
We manage these exposures and reduce the potential effects of currency fluctuations by executing monthly foreign exchange forward contracts to hedge foreign currency balance sheet exposures. The gains and losses on these foreign exchange contracts are recorded in Other income (expense), net in the Condensed Consolidated Statements of Operations.
We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure in a manner that entirely offsets the effects of the changes in foreign exchange rates. As our international operations grow, we will continue to reassess our approach to managing risks related to fluctuations in foreign currency.
Additional information related to our debt and derivative instruments is included in Note 10 and Note 11, respectively, of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The SEC defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our management (with the participation of our Chief Executive Officer and Chief Financial Officer) has conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).
Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.
(b) Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting or in other factors that occurred during the third quarter of fiscal 2025, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
(c) Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information with respect to this Item may be found under the heading “Litigation contingencies” in Note 18 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q, which information is incorporated herein by reference.
Item 1A. Risk Factors
A description of the risk factors associated with our business is set forth below and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Legal Proceedings, and Quantitative and Qualitative Disclosures About Market Risk.” The list is not exhaustive, and you should carefully consider these risks and uncertainties before investing in our common stock.
RISKS RELATED TO OUR BUSINESS STRATEGY AND INDUSTRY
If we are unable to develop new and enhanced solutions, or if we are unable to continually improve the performance, features, and reliability of our existing solutions, our business and operating results could be adversely affected.
Our future success depends on our ability to effectively respond to evolving threats to consumers, as well as competitive technological developments and industry changes, by developing or introducing new and enhanced solutions on a timely basis. In the past, we have incurred, and will continue to incur, significant research and development expenses as we focus on organic growth through internal innovation. We believe that we must continue to dedicate significant resources to our research and development efforts to deliver innovative market competitive products and avoid being reliant on third-party technology and products. If we do not achieve the benefits anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected. We must continually address the challenges of dynamic and accelerating market trends and competitive developments. Customers may require features and capabilities that our current solutions do not have. Our failure to develop new solutions and improve our existing solutions to satisfy customer preferences and effectively compete with other market offerings in a timely and cost-effective manner may harm our ability to retain our customers and attract new customers.
The development and introduction of new solutions involve significant commitments of time and resources and are subject to risks and challenges including but not limited to:
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Lengthy development cycles;
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Evolving industry and regulatory standards and technological developments, including AI and machine learning, by our competitors and customers;
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Rapidly changing customer preferences and accurately anticipating technological trends or needs;
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Evolving platforms, operating systems, and hardware products, such as mobile devices;
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Product and service interoperability challenges with customer’s technology and third-party vendors;
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The integration of products and solutions from acquired companies;
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Availability of engineering and technical talent;
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Entering new or unproven market segments; and
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Executing new product and service strategies.
In addition, third parties, including operating systems and internet browser companies, have in the past and may in the future limit the interoperability of our solutions with their own products and services, in some cases to promote their own offerings or those of our competitors. Any such actions by third parties could delay the development of our solutions or our solutions may be unable to operate effectively. This could also result in decreased demand for our solutions, decreased revenue, harm to our reputation, and adversely affect our business, financial condition, results of operations, and cash flows.
If we are not successful in managing these risks and challenges, or if our new or improved solutions are not technologically competitive or do not achieve market acceptance, our business and operating results could be adversely affected.
We operate in a highly competitive and dynamic environment, and if we are unable to compete effectively, we could experience a loss in market share and a reduction in revenue.
We operate in intensely competitive and dynamic markets that experience frequent and rapid technological developments, changes in industry and regulatory standards, evolving market trends, changes in customer requirements and preferences, and frequent new product introductions and improvements. If we are unable to anticipate or react to these continually evolving conditions, we could experience a loss of market share and a reduction in our revenues, which could materially and adversely affect our business and financial results. To compete successfully, we must maintain an innovative research and development effort to develop new solutions and enhance our existing solutions, and effectively adapt to changes in the technology, privacy and data protection standards or trends.
We face competition from a broad range of companies, including software vendors focusing on cyber safety solutions such as Bitdefender, Kaspersky, McAfee and Trend Micro, operating system providers such as Apple, Google and Microsoft, and companies such as Nord, Life360, LastPass and others that currently specialize in one or a few particular segments of the market and many of which are expanding their product portfolios into different segments. Many of these competitors offer
solutions or are currently developing solutions that directly compete with some or all of our offerings. We also face growing competition from other technology companies, as well as from companies in the identity threat protection space such as credit bureaus. Further, many of our competitors are increasingly developing and incorporating into their products data protection software and other competing cyber safety products such as antivirus protection or VPN, often free of charge, that compete with our offerings. Our competitive position could be adversely affected by the functionality incorporated into these products rendering our existing solutions obsolete and therefore causing us to fail to meet customer expectations. In addition, the introduction of new products or services by competitors, and/or market acceptance of products or services based on emerging or alternative technologies, could make it easier for other products or services to compete with our solutions.
We have seen and anticipate additional competition as new participants enter the cyber safety market and as our current competitors seek to increase their market share and expand their existing offerings. Some of our competitors have greater financial, technical, marketing, or other resources than we do, including in new cyber safety and digital life segments. Consequently, those competitors may influence customers to purchase their products instead of ours through investing more in internal innovation than we can and through their unique access to customer engagement points. Further consolidation among our competitors and within our industry or, in addition to other changes in the competitive environment, such as greater vertical integration from key computing and operating system suppliers could result in larger competitors that compete more frequently with us.
In addition to competing with these vendors directly for sales to end-users of our solutions, we compete with them for the opportunity to have our solutions bundled with the offerings of our strategic partners, such as computer hardware OEMs, internet service providers, operating systems and telecom service providers. Our competitors could gain market share from us if any of these strategic partners replace our solutions with those of our competitors or with their own solutions. Similarly, they could gain market share from us if these partners promote our competitors’ solutions or their own solutions more frequently or more favorably than our solutions. In addition, software vendors who have bundled our solutions with theirs may choose to bundle their solutions with their own or other vendors’ solutions or may limit our access to standard interfaces and inhibit our ability to develop solutions for their platform. Further product development by these vendors could cause our solutions to becom
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Item 5. Other Information
Insider adoption or termination of trading arrangements
During the fiscal quarter ended December 27, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K, Item 408.
Item 6. Exhibits
| Exhibit Number | Incorporated by Reference | Filed/Furnished with this 10-Q | ||||||||||||||||||||||||||||||||||||
| Exhibit Description | Form | File Number | Exhibit | File 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 | ||||||||||||||||||||||||||||||||||||
| 101 | The following financial information from Gen Digital Inc.'s Quarterly Report on Form 10-Q for the quarter ended December 27, 2024 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Stockholders’ Equity (Deficit), (vi) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X |
| † | 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. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GEN DIGITAL INC. | ||||||||
| (Registrant) | ||||||||
| By: | /s/ Vincent Pilette | |||||||
| Vincent Pilette Chief Executive Officer and President | ||||||||
| By: | /s/ Natalie Derse | |||||||
| Natalie Derse Chief Financial Officer |
January 31, 2025