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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 September 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 October 28, 2024 was 616,204,970 shares.
GEN DIGITAL INC.
FORM 10-Q
Quarterly Period Ended September 27, 2024
“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) | | | | | | | | | | | |
| September 27, 2024 | | March 29, 2024 |
ASSETS |
Current assets: | | | |
Cash and cash equivalents | $ | 737 | | | $ | 846 | |
| | | |
Accounts receivable, net | 164 | | | 163 | |
Other current assets | 297 | | | 334 | |
Assets held for sale | 24 | | | 15 | |
Total current assets | 1,222 | | | 1,358 | |
Property and equipment, net | 60 | | | 72 | |
Intangible assets, net | 2,442 | | | 2,638 | |
Goodwill | 10,235 | | | 10,210 | |
Other long-term assets | 1,512 | | | 1,515 | |
Total assets | $ | 15,471 | | | $ | 15,793 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
Current liabilities: | | | |
Accounts payable | $ | 99 | | | $ | 66 | |
Accrued compensation and benefits | 74 | | | 78 | |
Current portion of long-term debt | 1,391 | | | 175 | |
Contract liabilities | 1,749 | | | 1,808 | |
Other current liabilities | 509 | | | 599 | |
Total current liabilities | 3,822 | | | 2,726 | |
Long-term debt | 7,137 | | | 8,429 | |
Long-term contract liabilities | 78 | | | 76 | |
Deferred income tax liabilities | 248 | | | 261 | |
Long-term income taxes payable | 1,396 | | | 1,490 | |
Other long-term liabilities | 692 | | | 671 | |
Total liabilities | 13,373 | | | 13,653 | |
Commitments and contingencies (Note 17) |
| | |
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 September 27, 2024 and March 29, 2024, respectively | 1,995 | | | 2,227 | |
Accumulated other comprehensive income (loss) | 14 | | | 11 | |
Retained earnings (accumulated deficit) | 89 | | | (98) | |
Total stockholders’ equity (deficit) | 2,098 | | | 2,140 | |
Total liabilities and stockholders’ equity (deficit) | $ | 15,471 | | | $ | 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 | | Six Months Ended |
| September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Net revenues | $ | 974 | | | $ | 945 | | | $ | 1,939 | | | $ | 1,888 | |
Cost of revenues | 194 | | | 180 | | | 384 | | | 359 | |
Gross profit | 780 | | | 765 | | | 1,555 | | | 1,529 | |
Operating expenses: | | | | | | | |
Sales and marketing | 184 | | | 187 | | | 367 | | | 368 | |
Research and development | 83 | | | 85 | | | 164 | | | 175 | |
General and administrative | 64 | | | 393 | | | 116 | | | 449 | |
Amortization of intangible assets | 44 | | | 61 | | | 87 | | | 122 | |
Restructuring and other costs | 3 | | | 17 | | | 2 | | | 34 | |
Total operating expenses | 378 | | | 743 | | | 736 | | | 1,148 | |
Operating income (loss) | 402 | | | 22 | | | 819 | | | 381 | |
Interest expense | (149) | | | (173) | | | (302) | | | (343) | |
Other income (expense), net | 5 | | | 7 | | | 17 | | | 19 | |
Income (loss) before income taxes | 258 | | | (144) | | | 534 | | | 57 | |
Income tax expense (benefit) | 97 | | | (291) | | | 192 | | | (277) | |
Net income (loss) | $ | 161 | | | $ | 147 | | | $ | 342 | | | $ | 334 | |
| | | | | | | |
Net income (loss) per share - basic | $ | 0.26 | | | $ | 0.23 | | | $ | 0.55 | | | $ | 0.52 | |
Net income (loss) per share - diluted | $ | 0.26 | | | $ | 0.23 | | | $ | 0.55 | | | $ | 0.52 | |
| | | | | | | |
Weighted-average shares outstanding: | | | | | | | |
Basic | 616 | | | 640 | | | 618 | | | 640 | |
Diluted | 622 | | | 644 | | | 624 | | | 644 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
GEN DIGITAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in millions)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Net income (loss) | $ | 161 | | | $ | 147 | | | $ | 342 | | | $ | 334 | |
Other comprehensive income (loss), net of taxes: | | | | | | | |
Foreign currency translation gain (loss) | 27 | | | (36) | | | 22 | | | (4) | |
Net unrealized gain (loss) on interest rate derivative instruments | (19) | | | 6 | | | (19) | | | 25 | |
| | | | | | | |
Other comprehensive income (loss), net of taxes | 8 | | | (30) | | | 3 | | | 21 | |
Comprehensive income (loss) | $ | 169 | | | $ | 117 | | | $ | 345 | | | $ | 355 | |
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)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three months ended September 27, 2024 | 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 June 28, 2024 | 615 | | | $ | 1,959 | | | $ | 6 | | | $ | 5 | | | $ | 1,970 | |
Net income (loss) | — | | | — | | | — | | | 161 | | | 161 | |
Other comprehensive income (loss), net of taxes | — | | | — | | | 8 | | | — | | | 8 | |
Common stock issued under employee stock incentive plans | 1 | | | 6 | | | — | | | — | | | 6 | |
Shares withheld for taxes related to vesting of stock units | — | | | (1) | | | — | | | — | | | (1) | |
| | | | | | | | | |
Cash dividends declared ($0.125 per share of common stock) and dividend equivalents accrued | — | | | (2) | | | — | | | (77) | | | (79) | |
Stock-based compensation | — | | | 33 | | | — | | | — | | | 33 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Balance as of September 27, 2024 | 616 | | | $ | 1,995 | | | $ | 14 | | | $ | 89 | | | $ | 2,098 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six months ended September 27, 2024 | 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 March 29, 2024 | 623 | | | $ | 2,227 | | | $ | 11 | | | $ | (98) | | | $ | 2,140 | |
Net income (loss) | — | | | — | | | — | | | 342 | | | 342 | |
Other comprehensive income (loss), net of taxes | — | | | — | | | 3 | | | — | | | 3 | |
Common stock issued under employee stock incentive plans | 5 | | | 6 | | | — | | | — | | | 6 | |
Shares withheld for taxes related to vesting of stock units | (1) | | | (25) | | | — | | | — | | | (25) | |
Repurchases of common stock(1) | (11) | | | (274) | | | — | | | — | | | (274) | |
Cash dividends declared ($0.250 per share of common stock) and dividend equivalents accrued | — | | | (3) | | | — | | | (155) | | | (158) | |
Stock-based compensation | — | | | 64 | | | — | | | — | | | 64 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Balance as of September 27, 2024 | 616 | | | $ | 1,995 | | | $ | 14 | | | $ | 89 | | | $ | 2,098 | |
(1) Amount includes excise tax on share repurchases.
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)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended September 29, 2023 | 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 June 30, 2023 | 639 | | | $ | 2,697 | | | $ | 36 | | | $ | (446) | | | $ | 2,287 | |
Net income (loss) | — | | | — | | | — | | | 147 | | | 147 | |
Other comprehensive income (loss), net of taxes | — | | | — | | | (30) | | | — | | | (30) | |
Common stock issued under employee stock incentive plans | 2 | | | 6 | | | — | | | — | | | 6 | |
Shares withheld for taxes related to vesting of stock units | — | | | (1) | | | — | | | — | | | (1) | |
| | | | | | | | | |
Cash dividends declared ($0.125 per share of common stock) and dividend equivalents accrued | — | | | (82) | | | — | | | — | | | (82) | |
Stock-based compensation | — | | | 35 | | | — | | | — | | | 35 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Balance as of September 29, 2023 | 641 | | | $ | 2,655 | | | $ | 6 | | | $ | (299) | | | $ | 2,362 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six months ended September 29, 2023 | 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 March 31, 2023 | 640 | | | $ | 2,800 | | | $ | (15) | | | $ | (633) | | | $ | 2,152 | |
Net income (loss) | — | | | — | | | — | | | 334 | | | 334 | |
Other comprehensive income (loss), net of taxes | — | | | — | | | 21 | | | — | | | 21 | |
Common stock issued under employee stock incentive plans | 5 | | | 6 | | | — | | | — | | | 6 | |
Shares withheld for taxes related to vesting of stock units | (1) | | | (19) | | | — | | | — | | | (19) | |
Repurchases of common stock | (3) | | | (41) | | | — | | | — | | | (41) | |
Cash dividends declared ($0.250 per share of common stock) and dividend equivalents accrued | — | | | (163) | | | — | | | — | | | (163) | |
Stock-based compensation | — | | | 72 | | | — | | | — | | | 72 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Balance as of September 29, 2023 | 641 | | | $ | 2,655 | | | $ | 6 | | | $ | (299) | | | $ | 2,362 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
GEN DIGITAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions) | | | | | | | | | | | |
| Six Months Ended |
| September 27, 2024 | | September 29, 2023 |
OPERATING ACTIVITIES: | | | |
Net income (loss) | $ | 342 | | | $ | 334 | |
Adjustments: | | | |
Amortization and depreciation | 211 | | | 250 | |
Impairments and write-offs of current and long-lived assets | 3 | | | — | |
Stock-based compensation expense | 64 | | | 72 | |
Deferred income taxes | (37) | | | (976) | |
| | | |
Gain on sale of property | — | | | (4) | |
Non-cash operating lease expense | 7 | | | 11 | |
Other | 8 | | | 17 | |
Changes in operating assets and liabilities, net of acquisitions: | | | |
Accounts receivable, net | 2 | | | 16 | |
Accounts payable | 29 | | | (15) | |
Accrued compensation and benefits | (5) | | | (41) | |
Contract liabilities | (71) | | | (93) | |
Income taxes payable | (169) | | | 417 | |
Other assets | 64 | | | (23) | |
Other liabilities | (26) | | | 386 | |
Net cash provided by (used in) operating activities | 422 | | | 351 | |
INVESTING ACTIVITIES: | | | |
Purchases of property and equipment | (4) | | | (9) | |
Purchase of non-marketable equity investments | (4) | | | — | |
| | | |
| | | |
Proceeds from the sale of property | — | | | 13 | |
Other | (2) | | | (1) | |
Net cash provided by (used in) investing activities | (10) | | | 3 | |
FINANCING ACTIVITIES: | | | |
Repayments of debt | (88) | | | (266) | |
| | | |
Net proceeds from sales of common stock under employee stock incentive plans | 6 | | | 6 | |
Tax payments related to vesting of stock units | (25) | | | (20) | |
Dividends and dividend equivalents paid | (159) | | | (164) | |
Repurchases of common stock | (272) | | | (41) | |
Net cash provided by (used in) financing activities | (538) | | | (485) | |
Effect of exchange rate fluctuations on cash and cash equivalents | 17 | | | 10 | |
Change in cash and cash equivalents | (109) | | | (121) | |
Beginning cash and cash equivalents | 846 | | | 750 | |
Ending cash and cash equivalents | $ | 737 | | | $ | 629 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
GEN DIGITAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 management, 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 management, and restoration support services.
Basis of presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) for interim financial information. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring items, except as otherwise noted, necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 29, 2024. The results of operations for the three and six months ended September 27, 2024 are not necessarily indicative of the results expected for the entire fiscal year.
Fiscal calendar
We have a 52/53-week fiscal year ending on the Friday closest to March 31. Unless otherwise stated, references to three and six month periods in this report relate to fiscal periods ended September 27, 2024 and September 29, 2023. The three and six months ended September 27, 2024 and September 29, 2023 each consisted of 13 and 26 weeks, respectively. Our 2025 fiscal year consists of 52 weeks and ends on March 28, 2025.
Use of estimates
The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the Condensed Consolidated Financial Statements and accompanying Notes. Such estimates include, but are not limited to, valuation of business combinations including acquired intangible assets and goodwill, deferred revenue, loss contingencies, the recognition and measurement of current and deferred income taxes, including assessment 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. dollar, our reporting currency, changes in interest rates, ongoing and new geopolitical conflicts, and such differences may be material to the Condensed Consolidated Financial Statements.
Significant accounting policies
With the exception of those discussed in Note 2, there have been no material changes to our significant accounting policies as of and for the three and six months ended September 27, 2024, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended March 29, 2024.
Revision of Prior Period Financial Statements
Historically, we had a practice of recognizing revenue for certain groups of customer renewals on the successful billing date, rather than the renewal start date. This practice was instituted to align with our system which was configured and implemented based on payment confirmation from e-commerce partners. In the first quarter of fiscal 2025, we changed the practice to recognize revenue for these groups on the renewal start date. We concluded that the impact of this change is not material to any previously issued annual or interim financial statements; however, we have revised previously reported financial information. This correction will also be reflected in future filings, as applicable.
We have corrected this error in the accompanying Condensed Consolidated Balance Sheet as of March 29, 2024 by increasing contract liabilities for $78 million, increasing other long-term assets for $21 million and decreasing retained earnings (accumulated deficit) for $57 million. The Condensed Consolidated Statement of Operations for the three months ended September 29, 2023 included a decrease to net revenues of $3 million and a decrease to income tax expense (benefit) of $1 million. The Condensed Consolidated Statement of Operations for the six months ended September 29, 2023 included a decrease to net revenues of $6 million and a decrease to income tax expense (benefit) of $2 million.
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. The ASU also clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss and provide new segment disclosure requirement for entities with a single reportable segment. 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 Condensed 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 Condensed Consolidated Financial Statements and disclosures.
There have been no other material changes in recently issued or adopted accounting standards from those disclosed in our Annual Report on Form 10-K for the fiscal year ended March 29, 2024.
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 have had, or will have, a material impact on our Condensed Consolidated Financial Statements and disclosures.
Note 3. Assets Held for Sale
Assets held for sale
During fiscal 2023, we determined land and buildings in Dublin, Ireland, which were previously reported as property and equipment, qualified as held for sale.
During the first quarter of fiscal 2024, we completed the sale of certain land and buildings in Dublin, Ireland, 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 held for sale. We have taken into consideration the current real estate values and demand and continue to execute plans to sell the remaining property. During the second quarter of fiscal year 2025, we recognized an immaterial impairment representing the difference between the fair value less cost to sell and the carrying value of the remaining land and building in Dublin, Ireland. As of September 27, 2024, this property remains classified as assets held for sale.
During the second quarter of fiscal 2025, we determined certain land and buildings in Tettnang, Germany, which were previously reported as property and equipment, net as of March 29, 2024, now qualifies as held for sale classification. As a result, we reclassified the aggregate of $12 million carrying value from property and equipment, net to assets held for sale in our Condensed Consolidated Balance Sheet. Upon reclassification, we recognized an immaterial impairment representing the difference between the fair value less cost to sell and the carrying value of the property.
During the three and six months ended September 27, 2024, we recognized immaterial impairments on our held for sale properties, which was included in Other Income (expense), net in our Condensed Consolidated Statement of Operations, because the fair value less costs to sell is less than the carrying value of our properties.
Note 4. Revenues
Contract liabilities
During the three and six months ended September 27, 2024, we recognized $733 million and $1,261 million from the contract liabilities balances as of June 28, 2024 and March 29, 2024, respectively. During the three and six months ended September 29, 2023, we recognized $705 million and $1,232 million from the contract liabilities balances as of June 30, 2023 and March 31, 2023, respectively.
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 September 27, 2024, we had $1,232 million of remaining performance obligations, excluding customer deposit liabilities of $595 million, of which we expect to recognize approximately 94% as revenue over the next 12 months.
See Note 16 for tabular disclosures of disaggregated revenue by solution and geographic region.
Note 5. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill are as follows:
| | | | | |
(In millions) | |
Balance as of March 29, 2024 | $ | 10,210 | |
| |
| |
Translation adjustments | 25 | |
Balance as of September 27, 2024 | $ | 10,235 | |
Intangible assets, net
The following table summarizes the components of our intangible assets, net:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 27, 2024 | | March 29, 2024 |
(In millions) | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Customer relationships | $ | 1,646 | | | $ | (856) | | | $ | 790 | | | $ | 1,642 | | | $ | (773) | | | $ | 869 | |
Developed technology | 1,347 | | | (504) | | | 843 | | | 1,343 | | | (388) | | | 955 | |
Other | 90 | | | (20) | | | 70 | | | 90 | | | (15) | | | 75 | |
Total finite-lived intangible assets | 3,083 | | | (1,380) | | | 1,703 | | | 3,075 | | | (1,176) | | | 1,899 | |
Indefinite-lived trade names | 739 | | | — | | | 739 | | | 739 | | | — | | | 739 | |
Total intangible assets | $ | 3,822 | | | $ | (1,380) | | | $ | 2,442 | | | $ | 3,814 | | | $ | (1,176) | | | $ | 2,638 | |
Amortization expense for purchased intangible assets is summarized below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended | | Condensed Consolidated Statements of Operations Classification |
(In millions) | September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 | |
Customer relationships and other | $ | 44 | | | $ | 61 | | | $ | 87 | | | $ | 122 | | | Operating expenses |
Developed technology | 58 | | | 58 | | | 115 | | | 115 | | | Cost of revenues |
Total | $ | 102 | | | $ | 119 | | | $ | 202 | | | $ | 237 | | | |
As of September 27, 2024, future amortization expense related to intangible assets that have finite lives is as follows by fiscal year: | | | | | |
(In millions) | |
Remainder of 2025 | $ | 201 | |
2026 | 396 | |
2027 | 383 | |
2028 | 380 | |
2029 | 250 | |
Thereafter | 93 | |
Total | $ | 1,703 | |
Note 6. Supplementary Information
Cash and cash equivalents:
| | | | | | | | | | | |
(In millions) | September 27, 2024 | | March 29, 2024 |
Cash | $ | 583 | | | $ | 408 | |
Cash equivalents | 154 | | | 438 | |
Total cash and cash equivalents | $ | 737 | | | $ | 846 | |
Accounts receivable, net:
| | | | | | | | | | | |
(In millions) | September 27, 2024 | | March 29, 2024 |
Accounts receivable | $ | 166 | | | $ | 165 | |
Allowance for doubtful accounts | (2) | | | (2) | |
Total accounts receivable, net | $ | 164 | | | $ | 163 | |
Other current assets:
| | | | | | | | | | | |
(In millions) | September 27, 2024 | | March 29, 2024 |
Prepaid expenses | $ | 138 | | | $ | 142 | |
Income tax receivable and prepaid income taxes | 127 | | | 174 | |
Other tax receivable | 14 | | | 1 | |
Other | 18 | | | 17 | |
Total other current assets | $ | 297 | | | $ | 334 | |
Property and equipment, net:
| | | | | | | | | | | |
(In millions) | September 27, 2024 | | March 29, 2024 |
Land | $ | 13 | | | $ | 13 | |
Computer hardware and software | 498 | | | 491 | |
Office furniture and equipment | 16 | | | 16 | |
Buildings | 16 | | | 28 | |
Leasehold improvements | 37 | | | 35 | |
Construction in progress | 1 | | | 1 | |
Total property and equipment, gross | 581 | | | 584 | |
Accumulated depreciation and amortization | (521) | | | (512) | |
Total property and equipment, net | $ | 60 | | | $ | 72 | |
Other long-term assets:
| | | | | | | | | | | |
(In millions) | September 27, 2024 | | March 29, 2024 |
Non-marketable equity investments | $ | 140 | | | $ | 136 | |
Long-term income tax receivable and prepaid income taxes | 10 | | | 11 | |
Deferred income tax assets | 1,254 | | | 1,236 | |
Operating lease assets | 54 | | | 45 | |
Long-term prepaid royalty | 13 | | | 21 | |
Other | 41 | | | 66 | |
Total other long-term assets | $ | 1,512 | | | $ | 1,515 | |
Short-term contract liabilities:
| | | | | | | | | | | |
(In millions) | September 27, 2024 | | March 29, 2024 |
Deferred revenue | $ | 1,154 | | | $ | 1,200 | |
Customer deposit liabilities | 595 | | | 608 | |
Total short-term contract liabilities | $ | 1,749 | | | $ | 1,808 | |
Other current liabilities:
| | | | | | | | | | | |
(In millions) | September 27, 2024 | | March 29, 2024 |
Income taxes payable | $ | 138 | | | $ | 198 | |
Other taxes payable | 86 | | | 72 | |
Accrued legal fees | 82 | | | 103 | |
Accrued royalties | 36 | | | 52 | |
Accrued interest | 110 | | | 78 | |
Current operating lease liabilities | 13 | | | 13 | |
Other accrued liabilities | 44 | | | 83 | |
Total other current liabilities | $ | 509 | | | $ | 599 | |
Other long-term liabilities:
| | | | | | | | | | | |
(In millions) | September 27, 2024 | | March 29, 2024 |
Long-term accrued legal fees | $ | 591 | | | $ | 586 | |
Long-term operating lease liabilities | 47 | | | 38 | |
Other | 54 | | | 47 | |
Total other long-term liabilities | $ | 692 | | | $ | 671 | |
Long-term income taxes payable:
| | | | | | | | | | | |
(In millions) | September 27, 2024 | | March 29, 2024 |
Unrecognized tax benefits (including interest and penalties) | $ | 1,395 | | | $ | 1,346 | |
Deemed repatriation tax payable | — | | | 139 | |
Other long-term income taxes | 1 | | | 5 | |
Total long-term income taxes payable | $ | 1,396 | | | $ | 1,490 | |
Other income (expense), net:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In millions) | September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Interest income | $ | 6 | | | $ | 6 | | | $ | 14 | | | $ | 12 | |
Foreign exchange gain (loss) | (2) | | | 1 | | | 2 | | | 2 | |
| | | | | | | |
Gain (loss) on sale of properties | — | | | — | | | — | | | 4 | |
Other | 1 | | | — | | | 1 | | | 1 | |
Other income (expense), net | $ | 5 | | | $ | 7 | | | $ | 17 | | | $ | 19 | |
Supplemental cash flow information:
| | | | | | | | | | | |
| Six Months Ended |
(In millions) | September 27, 2024 | | September 29, 2023 |
Income taxes paid (received), net of refunds | $ | 328 | | | $ | 270 | |
Interest expense paid | $ | 265 | | | $ | 283 | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ | 9 | | | $ | 13 | |
Non-cash operating activities: | | | |
Operating lease assets obtained in exchange for operating lease liabilities | $ | 4 | | | $ | — | |
Reduction (increase) of operating lease assets as a result of lease terminations and modifications | $ | (12) | | | $ | (7) | |
Non-cash investing and financing activities: | | | |
Purchases of property and equipment in current liabilities | $ | 3 | | | $ | 4 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Note 7. Financial Instruments and Fair Value Measurements
For financial instruments 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:
•Level 1: Quoted prices in active markets for identical assets or liabilities.
•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.
•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 on a recurring basis
The following table summarizes our financial instruments measured at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 27, 2024 | | March 29, 2024 |
(In millions) | Fair Value | | Level 1 | | Level 2 | | Fair Value | | Level 1 | | Level 2 |
Assets: | | | | | | | | | | | |
Money market funds | $ | 154 | | | $ | 154 | | | $ | — | | | $ | 438 | | | $ | 438 | | | $ | — | |
| | | | | | | | | | | |
Interest rate swaps | — | | | — | | | — | | | 16 | | | — | | | 16 | |
Total assets | $ | 154 | | | $ | 154 | | | $ | — | | | $ | 454 | | | $ | 438 | | | $ | 16 | |
Liabilities: | | | | | | | | | | | |
Interest rate swaps | $ | 3 | | | $ | — | | | $ | 3 | | | $ | — | | | $ | — | | | $ | — | |
Total liabilities | $ | 3 | | | $ | — | | | $ | 3 | | | $ | — | | | $ | — | | | $ | — | |
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 September 27, 2024 and March 29, 2024, the carrying value of our non-marketable equity investments was $140 million and $136 million, respectively.
Current and long-term debt
As of September 27, 2024 and March 29, 2024, the total fair value of our current and long-term fixed rate debt was $2,650 million and $2,624 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 8. Leases
We lease certain facilities, equipment and data center co-locations under operating leases that expire on various dates through fiscal 2033. Our leases generally have terms that range from 1 year to 9 years for our facilities, 1 year to 4 years for equipment and 1 year to 7 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:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In millions) | September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Operating lease costs | $ | 4 | | | $ | 2 | | | $ | 7 | | | $ | 6 | |
Short-term lease costs | — | | | 1 | | | 1 | | | 1 | |
Variable lease costs | 2 | | | 2 | | | 2 | | | 3 | |
Total lease costs | $ | 6 | | | $ | 5 | | | $ | 10 | | | $ | 10 | |
Other information related to our operating leases was as follows:
| | | | | | | | | | | |
| September 27, 2024 | | March 29, 2024 |
Weighted-average remaining lease term | 5.0 years | | 4.6 years |
Weighted-average discount rate | 5.60 | % | | 5.35 | % |
See Note 6 for cash flow information related to our operating leases.
As of September 27, 2024, the maturities of our lease liabilities by fiscal year are as follows: | | | | | |
(In millions) | |
Remainder of 2025 | $ | 8 | |
2026 | 16 | |
2027 | 15 | |
2028 | 9 | |
2029 | 8 | |
Thereafter | 13 | |
Total lease payments | 69 | |
Less: Imputed interest | (9) | |
Present value of lease liabilities | $ | 60 | |
Note 9. Debt
The following table summarizes components of our debt:
| | | | | | | | | | | | | | | | | |
(In millions, except percentages) | September 27, 2024 | | March 29, 2024 | | Effective Interest Rate |
5.00% Senior Notes due April 15, 2025 | $ | 1,100 | | | $ | 1,100 | | | 5.00 | % |
Term A Facility due September 12, 2027 | 3,617 | | | 3,666 | | | SOFR + % (2) |
6.75% Senior Notes due September 30, 2027 | 900 | | | 900 | | | 6.75 | % |
Term B Facility due September 12, 2029 | 2,405 | | | 2,444 | | | SOFR + % (3) |
1.29% Avira Mortgage due December 30, 2029 (1) | 3 | | | 3 | | | 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 | 8,628 | | | 8,716 | | | |
Less: unamortized discount and issuance costs | (100) | | | (112) | | | |
Total debt | 8,528 | | | 8,604 | | | |
Less: current portion | (1,391) | | | (175) | | | |
Total long-term debt | $ | 7,137 | | | $ | 8,429 | | | |
(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 1.75%.
The interest rates for the outstanding term loans are as follows:
| | | | | | | | | | | |
| September 27, 2024 | | March 29, 2024 |
Term A Facility due September 12, 2027 | 6.85 | % | | 7.18 | % |
Term B Facility due September 12, 2029 | 7.00 | % | | 7.43 | % |
As of September 27, 2024, the future contractual maturities of debt by fiscal year are as follows:
| | | | | |
(In millions) | |
Remainder of 2025 | $ | 117 | |
2026 | 1,392 | |
2027 | 233 | |
2028 | 4,017 | |
2029 | 38 | |
Thereafter | 2,831 | |
Total future maturities of debt | $ | 8,628 | |
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), 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 our acquisition of Avast and to fully repay the outstanding principal and accrued interest of the existing credit facilities at the time. 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.
On June 5, 2024, we entered into the First Amendment with certain financial institutions under the Credit Agreement, as amended (Amended Credit Agreement). The First Amendment repriced our Term B Facility interest rate from the applicable benchmark rate plus CSA plus 2.0% to the applicable benchmark rate plus 1.75%. Other than as described above, the Revolving Facility and the term loan facilities under the First Amendment continue to have the same terms as provided under the Credit Agreement.
The principal amounts of Term Facility A 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 Amended 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 Amended Credit Agreement. Quarterly installment payments commenced on March 31, 2023. We may voluntarily repay outstanding principal balances under the Revolving Facility and Term loan facilities without penalty or premium. As of September 27, 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. As of September 27, 2024, we had $10 million in letters of credit.
Interest on our Term A facility borrowings under the Amended 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 Amended 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 Amended 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 Amended 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 September 27, 2024, we were in compliance with all financial 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. 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. On and after the applicable First Call Dates, we may redeem the notes of a series at our option, in whole or in part, at any time and from time to time, at a set redemption price.
Note 10. 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 Condensed Consolidated Statements of Operations. Cash flows related to these hedges are classified under operating activities in our Condensed Consolidated Statement of Cash Flows.
Summary of derivative instruments
The following table summarizes our outstanding derivative instruments as of September 27, 2024 and March 29, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Notional Amount | | Fair Value of Derivative Assets | | Fair Value of Derivative Liabilities |
(In millions) | September 27, 2024 | | March 29, 2024 | | September 27, 2024 | | March 29, 2024 | | September 27, 2024 | | March 29, 2024 |
Foreign exchange contracts not designated as hedging instrument (1) | $ | 324 | | | $ | 345 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Interest rate swap contracts designated as cash flow hedge | 1,000 | | | 1,000 | | | — | | | 16 | | | 3 | | | — | |
Total | $ | 1,324 | | | $ | 1,345 | | | $ | — | | | $ | 16 | | | $ | 3 | | | $ | — | |
(1) The fair values of the foreign exchange contracts are less than $1 million as of September 27, 2024 and March 29, 2024.
The following table summarizes the effect of our cash flow hedges on AOCI during the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In millions) | September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Interest rate swap contracts designated as cash flow hedge | $ | 15 | | | $ | (10) | | | $ | 11 | | | $ | (32) | |
The related gain (loss) recognized in our Condensed Consolidated Statements of Operations was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended | | Condensed Consolidated Statements of Operations Classification |
(In millions) | September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 | |
Foreign exchange contracts not designated as hedging instrument | $ | 5 | | | $ | (6) | | | $ | 2 | | | $ | (9) | | | Other income (expense), net |
Interest rate swap contracts designated as cash flow hedge | 4 | | | 4 | | | 8 | | | 7 | | | Interest expense |
Total | $ | 9 | | | $ | (2) | | | $ | 10 | | | $ | (2) | | | |
As of September 27, 2024, we estimate that less than $1 million of net deferred gains related to our interest rate hedges will be recognized in earnings over the next 12 months.
Note 11. 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 the end of fiscal 2025. As of September 27, 2024, we have incurred costs of $126 million related to the September 2022 Plan.
Restructuring and other costs summary
Our restructuring and other costs are presented in the table below: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In millions) | September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Severance and termination benefit costs | $ | 2 | | | $ | 11 | | | $ | 1 | | | $ | 22 | |
Contract cancellation charges | — | | | 1 | | | — | | | 2 | |
Stock-based compensation charges | — | | | 1 | | | — | | | 1 | |
| | | | | | | |
Other exit and disposal costs | 1 | | | 4 | | | 1 | | | 9 | |
| | | | | | | |
Total restructuring and other costs | $ | 3 | | | $ | 17 | | | $ | 2 | | | $ | 34 | |
Note 12. Income Taxes
The following table summarizes our effective tax rate for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In millions, except percentages) | September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Income (loss) before income taxes | $ | 258 | | | $ | (144) | | | $ | 534 | | | $ | 57 | |
Income tax expense (benefit) | $ | 97 | | | $ | (291) | | | $ | 192 | | | $ | (277) | |
Effective tax rate | 38 | % | | 202 | % | | 36 | % | | (486) | % |
Our effective tax rate for the three and six months ended September 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 six months ended September 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.
Note 13. Stockholders' Equity
Dividends
On October 30, 2024, we announced that our Board of Directors declared a cash dividend of $0.125 per share of common stock to be paid in December 2024. All shares of common stock issued and outstanding and all restricted stock units (RSUs) and performance-based restricted stock units (PRUs) as of the record date will be entitled to the dividend and dividend equivalent rights, 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 14 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
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. 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 September 27, 2024, we had $2,728 million remaining under the authorization to be completed in future periods.
The following table summarizes activity related to our stock repurchase program during six months ended September 27, 2024 and September 29, 2023: | | | | | | | | | | | | | | | |
| | | Six Months Ended |
(In millions, except per share amounts) | | | | | September 27, 2024 | | September 29, 2023 |
Number of shares repurchased | | | | | 11 | | | 3 | |
Average price per share | | | | | $ | 24.65 | | | $ | 16.71 | |
Aggregate purchase price | | | | | $ | 272 | | | $ | 41 | |
We did not have any stock repurchases during the three months ended September 27, 2024 and September 29, 2023.
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss), net of taxes, consisted of foreign currency translation adjustments and unrealized gain (loss) on derivative instruments:
| | | | | | | | | | | | | | | | | | | | |
(In millions) | Foreign Currency Translation Adjustments | | Unrealized Gain (Loss) On Derivative Instruments | | Total | | | |
Balance as of March 29, 2024 | $ | (5) | | | $ | 16 | | | $ | 11 | | | | |
Other comprehensive income (loss), net of taxes | 22 | | | (19) | | | 3 | | | | |
Balance as of September 27, 2024 | $ | 17 | | | $ | (3) | | | $ | 14 | | | | |
Note 14. Stock-Based Compensation
Avast equity awards
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.
The following table sets forth the stock-based compensation expense recognized for our equity incentive plans:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In millions) | September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Cost of revenues | $ | 1 | | | $ | 1 | | | $ | 2 | | | $ | 2 | |
Sales and marketing | 9 | | | 10 | | | 18 | | | 19 | |
Research and development | 9 | | | 10 | | | 18 | | | 21 | |
General and administrative | 14 | | | 13 | | | 26 | | | 29 | |
Restructuring and other costs | — | | | 1 | | | — | | | 1 | |
| | | | | | | |
Total stock-based compensation expense | $ | 33 | | | $ | 35 | | | $ | 64 | | | $ | 72 | |
Income tax benefit for stock-based compensation expense | $ | (4) | | | $ | (4) | | | $ | (8) | | | $ | (9) | |
As of September 27, 2024, the total unrecognized stock-based compensation expense related to our unvested stock-based awards was $238 million, which will be recognized over an estimated weighted-average amortization period of 2.0 years.
The following table summarizes additional information related to our stock-based awards: | | | | | | | | | | | | |
| Six Months Ended | |
(In millions, except per grant data) | September 27, 2024 | | September 29, 2023 | |
Restricted stock units (RSUs): | | | | |
Weighted-average fair value per award granted | $ | 23.56 | | | $ | 17.33 | | |
Awards granted | 5 | | | 5 | | |
Total fair value of awards released | $ | 73 | | | $ | 55 | | |
Outstanding and unvested | 9 | | | 10 | | |
Performance-based restricted stock units (PRUs): | | | | |
Weighted-average fair value per award granted | $ | 32.44 | | | $ | 22.79 | | |
Awards granted | 1 | | | 2 | | |
Total fair value of awards released | $ | 24 | | | $ | 19 | | |
Outstanding and unvested at target payout | 5 | | | 5 | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Dividend equivalent rights (DERs)
Our RSUs and PRUs, except for the 4 million assumed RSUs under the Avast Plans, contain DERs that entitle the recipient of an award to receive cash dividend payments when the associated award is released. The amount of DERs 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 September 27, 2024 and March 29, 2024, current dividends payable related to DER was $4 million recorded as part of Other current liabilities in the Condensed Consolidated Balance Sheets, and long-term dividends payable related to DER was $3 million and $4 million, respectively, recorded as part of Other long-term liabilities in the Condensed Consolidated Balance Sheets.
Note 15. 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 employee equity awards.
The components of basic and diluted net income (loss) per share are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In millions, except per share amounts) | September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Net income (loss) | $ | 161 | | | $ | 147 | | | $ | 342 | | | $ | 334 | |
| | | | | | | |
Net income (loss) per share - basic | $ | 0.26 | | | $ | 0.23 | | | $ | 0.55 | | | $ | 0.52 | |
Net income (loss) per share - diluted | $ | 0.26 | | | $ | 0.23 | | | $ | 0.55 | | | $ | 0.52 | |
| | | | | | | |
Weighted-average shares outstanding - basic | 616 | | | 640 | | | 618 | | | 640 | |
Dilutive potentially issuable shares: | | | | | | | |
| | | | | | | |
Employee equity awards | 6 | | | 4 | | | 6 | | | 4 | |
Weighted-average shares outstanding - diluted | 622 | | | 644 | | | 624 | | | 644 | |
| | | | | | | |
Anti-dilutive shares excluded from diluted net income per share calculation: | | | | | | | |
| | | | | | | |
Employee equity awards | — | | | 3 | | | — | | | 3 | |
| | | | | | | |
Note 16. 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: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In millions) | September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Consumer security revenues | $ | 615 | | | $ | 601 | | | $ | 1,222 | | | $ | 1,198 | |
Identity and information protection revenues | 347 | | | 328 | | | 691 | | | 657 | |
Total cyber safety revenues | 962 | | | 929 | | | 1,913 | | | 1,855 | |
Legacy revenues | 12 | | | 16 | | | 26 | | | 33 | |
Total net revenues | $ | 974 | | | $ | 945 | | | $ | 1,939 | | | $ | 1,888 | |
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:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In millions) | September 27, 2024 | | September 29, 2023 (1) | | September 27, 2024 | | September 29, 2023 (1) |
Americas | $ | 641 | | | $ | 618 | | | $ | 1,277 | | | $ | 1,232 | |
EMEA | 233 | | | 227 | | | 466 | | | 453 | |
APJ | 100 | | | 100 | | | 196 | | | 203 | |
Total net revenues (1) | $ | 974 | | | $ | 945 | | | $ | 1,939 | | | $ | 1,888 | |
Note: The Americas include U.S., Canada and Latin America; EMEA includes Europe, Middle East and Africa; APJ includes Asia Pacific and Japan.
(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 six months ended September 29, 2023 where we aligned allocation methodologies across similar product categories.
Revenues from customers inside the U.S. were $584 million and $1,163 million during the three and six months ended September 27, 2024, respectively, and $563 million and $1,121 million during the three and six months ended September 29, 2023, 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) | September 27, 2024 | | March 29, 2024 |
U.S. | $ | 337 | | | $ | 467 | |
International | 400 | | | 379 | |
Total cash and cash equivalents | $ | 737 | | | $ | 846 | |
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) | September 27, 2024 | | March 29, 2024 |
U.S. | $ | 48 | | | $ | 47 | |
| | | |
| | | |
Germany | — | | | 12 | |
Other countries (1) | 12 | | | 13 | |
Total property and equipment, net | $ | 60 | | | $ | 72 | |
(1) No individual country represented more than 10% of the respective totals.
Significant customers and e-commerce partners
No individual, end-user customer accounted for 10% or more of our net revenues during the six months ended September 27, 2024 and September 29, 2023.
E-commerce partners that accounted for over 10% of our total billed and unbilled accounts receivable were as follows: | | | | | | | | | | | |
| September 27, 2024 | | March 29, 2024 |
|