GEN 8-K
Gen Digital Inc. (GEN)
8-K
2020-02-06
For: 2020-02-06
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 6, 2020
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(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission
File Number) |
(IRS Employer
Identification No.) |
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(Address of Principal Executive Offices)
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(Zip Code)
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| Registrant’s Telephone Number, Including Area Code | ( |
(Former name or former address, if changed since last report)
Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
1
Item 2.02. Results of Operations and Financial Condition
On February 6, 2020, NortonLifeLock Inc. (the “Company”) issued a press release announcing financial results for the third quarter ended January 3, 2020. The Company also posted supplemental financial information to its website. A copy of the press release is furnished as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.01 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02, including Exhibit 99.01 hereto, shall not be incorporated
by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Exhibit Title or Description
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104
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The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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NortonLifeLock Inc.
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Date: February 6, 2020
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By: |
/s/ Matthew Brown
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| Matthew Brown |
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| Vice President and Interim Chief Financial Officer |
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3
Exhibit 99.01
| MEDIA CONTACT: | INVESTOR CONTACT: | ||
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Spring Harris
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Soohwan Kim, CFA
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NortonLifeLock Inc.
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NortonLifeLock Inc.
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(650) 527-0742
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(650) 527-8020
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NortonLifeLock Delivers Better-Than-Expected Fiscal Third Quarter 2020 Results
Consumer billings grew 4% year-over-year
TEMPE, Arizona – February 6, 2020 – NortonLifeLock
Inc. (NASDAQ: NLOK), a global leader in consumer Cyber Safety, today reported results for its third quarter fiscal year 2020 ended January 3, 2020.
Third Quarter Financial Highlights from Continuing Operations
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●
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Revenue was $618 million, compared to $615 million a year ago
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●
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GAAP diluted EPS was $0.55, compared to ($0.03) a year ago
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●
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Non-GAAP diluted EPS was $0.25, compared to $0.16 a year ago
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●
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Reported billings growth of 4% year-over-year
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“We drove better-than-expected results in our first quarter as NortonLifeLock and delivered sequential customer growth for the first time in over two years,” said Vincent Pilette,
NortonLifeLock’s CEO. “Our ambition is to protect everyone’s digital life in a hyper-connected world with constantly evolving cyber threats. With our Norton 360 membership plans, we offer trusted protection for consumers’ devices, identities,
privacy, and homes. Now that we are emerging from the Enterprise sale and accelerating the transition to a pure-play leader in consumer Cyber Safety, we are excited about our future.”
Accelerated Transition and Cash Return to Shareholders
During the third quarter, NortonLifeLock accelerated its transition and today announced that it has driven down its projected cumulative post-sale stranded costs to under $1.0
billion, of which $0.75 billion is cash costs. In addition, the Company raised its projected cash proceeds from underutilized assets to $1.5 billion.
In January, NortonLifeLock delivered on its commitment to return Enterprise asset sale proceeds to shareholders with payment of its $12 per share special dividend to all shareholders
of record and the start of its $1.6 billion stock repurchase program during the third fiscal quarter. With the completion of the sale of ID Analytics for $375 million, NortonLifelock is well on its way to becoming a pure-play consumer Cyber Safety business.
Fourth Quarter Fiscal Year 2020 Guidance
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●
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Revenue in the range of $595 to $605 million, which excludes ID Analytics revenue
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●
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Non-GAAP EPS in the range of $0.15 to $0.20
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NortonLifeLock’s Board of Directors has declared a quarterly cash dividend of $0.125 per common share to be paid on March 18, 2020 to all shareholders of record as of the close
of business on February 24, 2020.
To help readers understand our past financial performance and our future results, we supplement the financial results that we provide in accordance with generally accepted accounting
principles, or GAAP, with non-GAAP financial measures. The methods we use to produce non-GAAP results are not in accordance with GAAP and may differ from the methods used by other companies. Additional information regarding our non-GAAP measures
are provided below. No reconciliation of the forecasted range for non-GAAP EPS guidance is included in this release because it would be unreasonably burdensome to forecast the impacts of significant changes in our business such as restructuring
activities related to the sale of our enterprise business.
(More)
For additional details regarding NortonLifeLock’s results and outlook, please see the Earnings
Presentation and the Supplemental Information on the investor relations page of our website at: http://investor.nortonlifelock.com
Conference Call
NortonLifeLock has scheduled a conference call for 5:00 p.m. ET / 2:00 p.m. PT today to discuss its results for its third quarter fiscal 2020 ended January 3, 2020 and to review
guidance. Interested parties may access the conference call by dialing (877) 475-6198 or (970) 297-2372 and using conference ID 4557269. A live audio webcast of the conference call will also be available through NortonLifeLock's Investor Relations
website at http://investor.nortonlifelock.com/investor-relations/events-calendar/.
A replay and our prepared remarks will be available on the investor relations home page shortly after the call is completed.
About NortonLifeLock
NortonLifeLock Inc. (NASDAQ: NLOK) is a global leader in consumer Cyber Safety. NortonLifeLock is dedicated to helping secure the devices, identities, online privacy, and home and
family needs of nearly 50 million consumers, providing them with a trusted ally in a complex digital world. For more information, please visit www.NortonLifeLock.com.
Forward-Looking Statements:
This press release contains statements which may be considered forward-looking within the meaning of the U.S. federal securities laws. In some cases, you can identify these
forward-looking statements by the use of terms such as “expect,” “will,” “continue,” or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All
statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to: the statements under “Fourth Quarter Fiscal Year 2020 Guidance;” the effects of the sale of
substantially all of the Enterprise Security business on the Company’s business; the estimated amount and character of, and time to eliminate, stranded costs; the estimated amount, and the Company’s ability to monetize and use the proceeds of sales
of underutilized assets; any other statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our
actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this press release. Such risk factors include, but are not limited to, those related to: the effect of the sale of
substantially all of the Enterprise Security assets on NortonLifeLock’s retained businesses and products; retention of existing executive leadership team members; difficulties in improving sales and product development during leadership
transitions; difficulties in executing a new operating model for the consumer Cyber Safety business; lower than anticipated returns from the Company's investments in direct customer acquisition; difficulties and delays in reducing run rate expenses
and monetizing underutilized assets; general business and economic conditions; matters arising out of our completed Audit Committee investigation and the ongoing U.S. Securities and Exchange Commission investigation; fluctuations and volatility in
NortonLifeLock’s stock price; the ability of NortonLifeLock to successfully execute strategic plans; the ability to maintain customer and partner relationships; the ability of NortonLifeLock to achieve its cost and operating efficiency goals; the
anticipated growth of certain market segments; NortonLifeLock’s sales and business strategy; fluctuations in tax rates and foreign currency exchange rates; the timing and market acceptance of new product releases and upgrades; and the successful
development of new products and the degree to which these products gain market acceptance. Additional information concerning these and other risk factors is contained in the Risk Factors sections of NortonLifeLock’s most recent reports on Form 10-K
and Form 10-Q. NortonLifeLock assumes no obligation, and does not intend, to update these forward-looking statements as a result of future events or developments.
Use of Non-GAAP Financial Information:
We use non-GAAP measures of adjusted revenues, operating margin, net income and earnings per share, which
are adjusted from results based on GAAP to include certain purchase accounting adjustments and exclude certain expenses, gains and losses. We also provide the non-GAAP metric of reported billings. These non-GAAP financial measures are provided to
enhance the user’s understanding of our past financial performance and our prospects for the future. Our management team uses these non-GAAP financial measures in assessing NortonLifeLock’s performance, as well as in planning and forecasting
future periods. These non-GAAP financial measures are not computed according to GAAP and the methods we use to compute them may differ from the methods used by other companies. Non-GAAP financial measures are supplemental, should not be
considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Readers are encouraged to review the
reconciliation of our non-GAAP financial measures to the comparable GAAP results, which is attached to our quarterly earnings release and which can be found, along with other financial information including the Supplemental Information, on the
investor relations page of our website at: http://investor.nortonlifelock.com.
NORTONLIFELOCK INC.
Condensed Consolidated Balance Sheets
(In millions, unaudited)
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January 3, 2020
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March 29, 2019
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|||||||
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ASSETS
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||||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$
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12,649
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$
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1,791
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||||
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Short-term investments
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119
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252
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||||||
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Accounts receivable, net
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171
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708
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||||||
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Assets held for sale
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213
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—
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||||||
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Other current assets
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411
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286
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||||||
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Current assets of discontinued operations
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8
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149
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||||||
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Total current assets
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13,571
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3,186
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||||||
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Property and equipment, net
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365
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663
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||||||
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Operating lease assets
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107
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—
|
||||||
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Intangible assets, net
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1,119
|
1,202
|
||||||
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Goodwill
|
2,676
|
2,677
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||||||
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Other long-term assets
|
709
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1,160
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||||||
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Long-term assets of discontinued operations
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—
|
7,050
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||||||
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Total assets
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$
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18,547
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$
|
15,938
|
||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
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Current liabilities:
|
||||||||
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Accounts payable
|
$
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157
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$
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165
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||||
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Accrued compensation and benefits
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131
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250
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||||||
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Current portion of long-term debt
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749
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491
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||||||
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Contract liabilities
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1,019
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1,032
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Current operating lease liabilities
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32
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—
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||||||
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Other current liabilities
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2,604
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524
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||||||
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Current liabilities of discontinued operations
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21
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1,304
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||||||
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Total current liabilities
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4,713
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3,766
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||||||
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Long-term debt
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3,719
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3,961
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||||||
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Long-term contract liabilities
|
28
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27
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||||||
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Deferred income tax liabilities
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165
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577
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||||||
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Long-term income taxes payable
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1,086
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1,076
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||||||
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Long-term operating lease liabilities
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92
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—
|
||||||
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Other long-term liabilities
|
67
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78
|
||||||
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Long-term liabilities of discontinued operations
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—
|
715
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||||||
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Total liabilities
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9,870
|
10,200
|
||||||
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Total stockholders’ equity
|
8,677
|
5,738
|
||||||
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Total liabilities and stockholders’ equity
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$
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18,547
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$
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15,938
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||||
1
NORTONLIFELOCK INC.
Condensed Consolidated Statements of Operations
(In millions, except per share data, unaudited)
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
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January 3,
2020 |
December 28,
2018 |
January 3,
2020 |
December 28,
2018 |
|||||||||||||
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Net revenues
|
$
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618
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$
|
615
|
$
|
1,876
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$
|
1,839
|
||||||||
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Cost of revenues
|
103
|
110
|
296
|
331
|
||||||||||||
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Gross profit
|
515
|
505
|
1,580
|
1,508
|
||||||||||||
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Operating expenses:
|
||||||||||||||||
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Sales and marketing
|
178
|
166
|
551
|
537
|
||||||||||||
|
Research and development
|
72
|
110
|
258
|
322
|
||||||||||||
|
General and administrative
|
85
|
98
|
271
|
317
|
||||||||||||
|
Amortization of intangible assets
|
20
|
19
|
61
|
59
|
||||||||||||
|
Restructuring, transition and other costs
|
98
|
50
|
128
|
187
|
||||||||||||
|
Total operating expenses
|
453
|
443
|
1,269
|
1,422
|
||||||||||||
|
Operating income
|
62
|
62
|
311
|
86
|
||||||||||||
|
Interest expense
|
(51
|
)
|
(53
|
)
|
(146
|
)
|
(157
|
)
|
||||||||
|
Other income (expense), net
|
399
|
(18
|
)
|
397
|
(56
|
)
|
||||||||||
|
Income (loss) from continuing operations before income taxes
|
410
|
(9
|
)
|
562
|
(127
|
)
|
||||||||||
|
Income tax expense
|
57
|
10
|
133
|
20
|
||||||||||||
|
Income (loss) from continuing operations
|
353
|
(19
|
)
|
429
|
(147
|
)
|
||||||||||
|
Income from discontinued operations
|
2,492
|
84
|
3,227
|
144
|
||||||||||||
|
Net income (loss)
|
$
|
2,845
|
$
|
65
|
$
|
3,656
|
$
|
(3
|
)
|
|||||||
|
Income (loss) per share - basic:
|
||||||||||||||||
|
Continuing operations
|
$
|
0.57
|
$
|
(0.03
|
)
|
$
|
0.69
|
$
|
(0.23
|
)
|
||||||
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Discontinued operations
|
$
|
4.01
|
$
|
0.13
|
$
|
5.20
|
$
|
0.23
|
||||||||
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Net income (loss) per share - basic (1)
|
$
|
4.58
|
$
|
0.10
|
$
|
5.90
|
$
|
—
|
||||||||
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Income (loss) per share - diluted:
|
||||||||||||||||
|
Continuing operations
|
$
|
0.55
|
$
|
(0.03
|
)
|
$
|
0.67
|
$
|
(0.23
|
)
|
||||||
|
Discontinued operations
|
$
|
3.85
|
$
|
0.13
|
$
|
5.01
|
$
|
0.23
|
||||||||
|
Net income (loss) per share - diluted (1)
|
$
|
4.40
|
$
|
0.10
|
$
|
5.68
|
$
|
—
|
||||||||
|
Weighted-average shares outstanding:
|
||||||||||||||||
|
Basic
|
621
|
637
|
620
|
631
|
||||||||||||
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Diluted
|
647
|
637
|
644
|
631
|
||||||||||||
(1) Amounts may not add due to rounding.
NORTONLIFELOCK INC.
2
NORTONLIFELOCK INC.
Condensed Consolidated Statements of Cash Flows
(In millions, unaudited)
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
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January 3,
2020 |
December 28,
2018 |
January 3,
2020 |
December 28,
2018 |
|||||||||||||
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OPERATING ACTIVITIES:
|
||||||||||||||||
|
Net income (loss)
|
$
|
2,845
|
$
|
65
|
$
|
3,656
|
$
|
(3
|
)
|
|||||||
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Adjustments:
|
||||||||||||||||
|
Amortization and depreciation
|
56
|
152
|
307
|
457
|
||||||||||||
|
Impairments of long-lived assets
|
28
|
1
|
32
|
8
|
||||||||||||
|
Stock-based compensation expense
|
120
|
55
|
270
|
265
|
||||||||||||
|
Deferred income taxes
|
721
|
(21
|
)
|
14
|
(18
|
)
|
||||||||||
|
Loss from equity interest
|
9
|
24
|
31
|
84
|
||||||||||||
|
Gain on sale of Enterprise Security assets
|
(5,422
|
)
|
—
|
(5,422
|
)
|
—
|
||||||||||
|
Gain on sale of equity method investment
|
(379
|
)
|
—
|
(379
|
)
|
—
|
||||||||||
|
Non-cash operating lease expense
|
9
|
—
|
32
|
—
|
||||||||||||
|
Other
|
20
|
10
|
27
|
(32
|
)
|
|||||||||||
|
Changes in operating assets and liabilities, net of acquisitions and divestitures:
|
||||||||||||||||
|
Accounts receivable, net
|
426
|
(189
|
)
|
537
|
97
|
|||||||||||
|
Accounts payable
|
11
|
47
|
(21
|
)
|
35
|
|||||||||||
|
Accrued compensation and benefits
|
(79
|
)
|
55
|
(99
|
)
|
(26
|
)
|
|||||||||
|
Contract liabilities
|
(34
|
)
|
175
|
(163
|
)
|
59
|
||||||||||
|
Income taxes payable
|
2,091
|
50
|
2,096
|
(17
|
)
|
|||||||||||
|
Other assets
|
(89
|
)
|
(54
|
)
|
(94
|
)
|
1
|
|||||||||
|
Other liabilities
|
66
|
7
|
81
|
38
|
||||||||||||
|
Net cash provided by operating activities
|
399
|
377
|
905
|
948
|
||||||||||||
|
INVESTING ACTIVITIES:
|
||||||||||||||||
|
Purchases of property and equipment
|
(10
|
)
|
(58
|
)
|
(86
|
)
|
(153
|
)
|
||||||||
|
Proceeds from sale of Enterprise Security assets, net of transaction costs
|
10,572
|
—
|
10,572
|
—
|
||||||||||||
|
Payments for acquisitions, net of cash acquired
|
—
|
(24
|
)
|
—
|
(41
|
)
|
||||||||||
|
Proceeds from maturities and sales of short-term investments
|
15
|
20
|
135
|
119
|
||||||||||||
|
Proceeds from sale of property
|
—
|
26
|
—
|
26
|
||||||||||||
|
Proceeds from sale of equity method investment
|
378
|
—
|
378
|
—
|
||||||||||||
|
Other
|
(3
|
)
|
(5
|
)
|
(8
|
)
|
(12
|
)
|
||||||||
|
Net cash provided by (used in) investing activities
|
10,952
|
(41
|
)
|
10,991
|
(61
|
)
|
||||||||||
|
FINANCING ACTIVITIES:
|
||||||||||||||||
|
Net proceeds from sales of common stock under employee stock incentive plans
|
21
|
2
|
109
|
8
|
||||||||||||
|
Tax payments related to restricted stock units
|
(6
|
)
|
(115
|
)
|
(71
|
)
|
(168
|
)
|
||||||||
|
Dividends and dividend equivalents paid
|
(79
|
)
|
(59
|
)
|
(177
|
)
|
(169
|
)
|
||||||||
|
Repurchases of common stock
|
(345
|
)
|
—
|
(904
|
)
|
—
|
||||||||||
|
Repayments of debt
|
(302
|
)
|
—
|
(302
|
)
|
—
|
||||||||||
|
Proceeds from issuance of debt, net of issuance costs
|
300
|
—
|
300
|
—
|
||||||||||||
|
Short-swing profit disgorgement
|
9
|
—
|
9
|
—
|
||||||||||||
|
Other
|
(1
|
)
|
—
|
(1
|
)
|
—
|
||||||||||
|
Net cash used in financing activities
|
(403
|
)
|
(172
|
)
|
(1,037
|
)
|
(329
|
)
|
||||||||
|
Effect of exchange rate fluctuations on cash and cash equivalents
|
4
|
(2
|
)
|
(1
|
)
|
(23
|
)
|
|||||||||
|
Change in cash and cash equivalents
|
10,952
|
162
|
10,858
|
535
|
||||||||||||
|
Beginning cash and cash equivalents
|
1,697
|
2,147
|
1,791
|
1,774
|
||||||||||||
|
Ending cash and cash equivalents
|
$
|
12,649
|
$
|
2,309
|
$
|
12,649
|
$
|
2,309
|
||||||||
3
Reconciliation of Selected GAAP Measures to Non-GAAP Measures (1) (2)
(In millions, except per share data, unaudited)
|
Three Months Ended
|
||||||||
|
January 3,
2020 |
December 28,
2018 |
|||||||
|
Operating income
|
$
|
62
|
$
|
62
|
||||
|
Stock-based compensation
|
36
|
37
|
||||||
|
Amortization of intangible assets
|
28
|
28
|
||||||
|
Restructuring, transition and other costs
|
98
|
50
|
||||||
|
Other
|
—
|
(1
|
)
|
|||||
|
Operating income (Non-GAAP)
|
$
|
224
|
$
|
176
|
||||
|
Operating margin
|
10.0
|
%
|
10.1
|
%
|
||||
|
Operating margin (Non-GAAP)
|
36.2
|
%
|
28.6
|
%
|
||||
|
Net income
|
$
|
2,845
|
$
|
65
|
||||
|
Adjustments to income from continuing operations:
|
||||||||
|
Stock-based compensation
|
39
|
37
|
||||||
|
Amortization of intangible assets
|
28
|
28
|
||||||
|
Restructuring, transition and other costs
|
98
|
50
|
||||||
|
Other
|
—
|
(1
|
)
|
|||||
|
Non-cash interest expense
|
7
|
6
|
||||||
|
Gain on sale of equity method investment
|
(379
|
)
|
—
|
|||||
|
Loss from equity interest
|
9
|
24
|
||||||
|
Total adjustments to GAAP income from continuing operations before income taxes
|
(198
|
)
|
144
|
|||||
|
Adjustment to GAAP provision for income taxes
|
3
|
(22
|
)
|
|||||
|
Total adjustment to continuing operations, net of taxes
|
(195
|
)
|
122
|
|||||
|
Discontinued operations
|
(2,492
|
)
|
(84
|
)
|
||||
|
Net income (Non-GAAP) (2)
|
$
|
159
|
$
|
102
|
||||
|
Diluted net income per share
|
$
|
4.40
|
$
|
0.10
|
||||
|
Adjustments to diluted net income per share:
|
||||||||
|
Stock-based compensation
|
0.06
|
0.06
|
||||||
|
Amortization of intangible assets
|
0.04
|
0.04
|
||||||
|
Restructuring, transition and other costs
|
0.15
|
0.08
|
||||||
|
Other
|
—
|
—
|
||||||
|
Non-cash interest expense
|
0.01
|
0.01
|
||||||
|
Gain on sale of equity method investment
|
(0.59
|
)
|
—
|
|||||
|
Loss from equity interest
|
0.01
|
0.04
|
||||||
|
Total adjustments to GAAP income from continuing operations before income taxes
(2)
|
(0.31
|
)
|
0.23
|
|||||
|
Adjustment to GAAP provision for income taxes
|
—
|
(0.03
|
)
|
|||||
|
Total adjustment to continuing operations, net of taxes
|
(0.30
|
)
|
0.19
|
|||||
|
Discontinued operations
|
(3.85
|
)
|
(0.13
|
)
|
||||
|
Incremental dilution effect
|
—
|
—
|
||||||
|
Diluted net income per share (Non-GAAP)
|
$
|
0.25
|
$
|
0.16
|
||||
|
Diluted weighted-average shares outstanding
|
647
|
637
|
||||||
|
Incremental dilution
|
—
|
18
|
||||||
|
Diluted weighted-average shares outstanding (Non-GAAP) (3)
|
647
|
655
|
||||||
(1) This presentation includes non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a
detailed explanation of these non-GAAP measures, see Appendix A.
(2) Amounts may not add due to rounding.
(3) Diluted GAAP and non-GAAP weighted-average shares outstanding are the same, except in periods in which there is a GAAP loss from continuing operations. In accordance with GAAP,
we do not present dilution for GAAP in periods in which there is a loss from continuing operations. However, if there is non-GAAP net income, we present dilution for non-GAAP weighted-average shares outstanding in an amount equal to the dilution
that would have been presented had there been GAAP income from continuing operations for the period.
4
NORTONLIFELOCK INC.
Reported Billings and Consumer Cyber Safety Metrics
(In millions, except per user data, unaudited)
Reported Billings (Non-GAAP)
|
Three Months Ended
|
||||||||||||
|
January 3, 2020
|
December 28, 2018
|
Y/Y Change
|
||||||||||
|
Revenues
|
$
|
618
|
$
|
615
|
||||||||
|
Add: Contract liabilities (end of period)
|
1,047
|
1,046
|
||||||||||
|
Less: Contract liabilities (beginning of period)
|
(1,016
|
)
|
(1,040
|
)
|
||||||||
|
Add: Other contract liabilities adjustment (1)
|
—
|
4
|
||||||||||
|
Reported billings (Non-GAAP)
|
$
|
649
|
$
|
625
|
4
|
% |
||||||
(1) Other contract liabilities adjustment represents the change in contract liabilities related to Veritas discontinued operations.
|
Consumer Cyber Safety Metrics
|
||||||||||||
|
Three Months Ended
|
||||||||||||
|
January 3, 2020
|
October 4, 2019
|
December 28, 2018
|
||||||||||
|
Direct customer revenues
|
$
|
542
|
$
|
536
|
$
|
540
|
||||||
|
Partner revenues
|
$
|
61
|
$
|
59
|
$
|
62
|
||||||
|
Revenues from ID Analytics
|
$
|
15
|
$
|
13
|
$
|
13
|
||||||
|
Average direct customer count
|
20.1
|
20.1
|
20.6
|
|||||||||
|
Direct customer count (at quarter end)
|
20.1
|
20.1
|
20.5
|
|||||||||
|
Direct average revenue per user (ARPU)
|
$
|
8.99
|
$
|
8.88
|
$
|
8.75
|
||||||
NORTONLIFELOCK INC.
Appendix A
Explanation of Presentation and Non-GAAP Measures
Presentation of discontinued operations: On August 8, 2019, we entered into a definitive agreement with Broadcom Inc. (Broadcom) under which Broadcom agreed to purchase certain of our Enterprise Security assets and assume certain liabilities for a purchase price of $10.7
billion (the Broadcom sale). On November 4, 2019, we completed the transaction. As a result, the majority of results of our Enterprise Security business were classified as discontinued operations in our Condensed Consolidated Statements of
Operations and thus excluded from both continuing operations for all periods presented. The definitive agreement for the Broadcom sale provided that the selection of certain assets sold and liabilities assumed would be subject to negotiations
between us and Broadcom subsequent to the signing of the agreement through the date of the close of the Broadcom sale. As a result of such negotiations, our results of operations for the six months ended October 4, 2019 and September 28, 2018 and
our March 29, 2019 Condensed Consolidated Balance Sheet reflect changes in the assets and liabilities that were determined to be part of discontinued operations as reported in our previously issued earnings press release for the period ended
October 4, 2019.
Objective of non-GAAP measures:
We believe our presentation of non-GAAP financial measures, when taken together with corresponding GAAP financial measures, provides meaningful supplemental information regarding the Company’s operating performance for the reasons discussed
below. Our management team uses these non-GAAP financial measures in assessing NortonLifeLock’s performance, as well as in planning and forecasting future periods. Due to the importance of these measures in managing the business, we use non-GAAP
measures in the evaluation of management’s compensation. These non-GAAP financial measures are not computed according to GAAP and the methods we use to compute them may differ from the methods used by other companies. Non-GAAP financial measures
are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
5
Contract liabilities adjustment:
Our non-GAAP net revenues eliminate the impact of contract liabilities purchase accounting adjustments required by GAAP. GAAP requires an adjustment to the liability for acquired contract liabilities such that the liability approximates how much
we, the acquirer, would have to pay a third party to assume the liability. We believe that eliminating the impact of this adjustment improves the comparability of revenues between periods. Also, although the adjustment amounts will never be
recognized in our GAAP financial statements, we do not expect the acquisitions to affect the future renewal rates of revenues excluded by the adjustments. In addition, our management uses non-GAAP net revenues, adjusted for the impact of purchase
accounting adjustments to assess our operating performance and overall revenue trends. Nevertheless, non-GAAP net revenues has limitations as an analytical tool and should not be considered in isolation or as a substitute for GAAP net revenues.
We believe these adjustments are useful to investors as an additional means to reflect revenue trends of our business. However, other companies in our industry may not calculate these measures in the same manner which may limit their usefulness
for comparative purposes.
Stock-based compensation: This
consists of expenses for employee restricted stock units, performance-based awards, bonus share programs, stock options and our employee stock purchase plan, determined in accordance with GAAP. We evaluate our performance both with and without
these measures because stock-based compensation is a non-cash expense and can vary significantly over time based on the timing, size, nature and design of the awards granted, and is influenced in part by certain factors that are generally beyond
our control, such as the volatility of the market value of our common stock. In addition, for comparability purposes, we believe it is useful to provide a non-GAAP financial measure that excludes stock-based compensation to facilitate the
comparison of our results to those of other companies in our industry.
Amortization of intangible assets:
Amortization of intangible assets consists of amortization of acquisition-related intangibles assets such as developed technology, customer relationships and trade names acquired in connection with business combinations. We record charges
relating to the amortization of these intangibles within both cost of revenues and operating expenses in our GAAP financial statements. Under purchase accounting, we are required to allocate a portion of the purchase price to intangible assets
acquired and amortize this amount over the estimated useful lives of the acquired intangible assets. However, the purchase price allocated to these assets is not necessarily reflective of the cost we would incur to internally develop the
intangible asset. Further, amortization charges for our acquired intangible assets are inconsistent in size and are significantly impacted by the timing and valuation of our acquisitions. We eliminate these charges from our non-GAAP operating
results to facilitate an evaluation of our current operating performance and provide better comparability to our past operating performance.
Restructuring, transition and other costs: Restructuring charges are costs associated with a formal restructuring plan and are primarily related to employee severance and benefit arrangements and contract cancellation charges, as well as other exit and disposal costs. Included
in other exit and disposal costs are advisory fees incurred in connection with restructuring events and facilities exit costs. Separation costs primarily consist of consulting costs incurred in connection with the divestiture of our Enterprise
Security business.
Transition costs are associated with formal discrete strategic information technology initiatives and primarily consist of consulting charges associated with our enterprise
resource planning and supporting systems and costs to automate business processes. We exclude restructuring, transition and other costs from our non-GAAP results as we believe that these costs are incremental to core activities that arise in the
ordinary course of our business and do not reflect our current operating performance, and that excluding these charges facilitates a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.
Acquisition-related costs: These
represent the transaction and business integration costs related to significant acquisitions that are charged to operating expense in our GAAP financial statements. These costs include incremental expenses incurred to affect these business
combinations such as advisory, legal, accounting, valuation, and other professional or consulting fees. We exclude these costs from our non-GAAP results as they have no direct correlation to the operation of our business, and because we believe
that the non-GAAP financial measures excluding these costs provide meaningful supplemental information regarding the spending trends of our business. In addition, these costs vary, depending on the size and complexity of the acquisitions, and are
not indicative of costs of future acquisitions.
6
Litigation settlement: We may
periodically incur charges or benefits related to litigation settlements. We exclude these charges and benefits when associated with a significant settlement because we do not believe they are reflective of ongoing business and operating
results.
Non-cash interest expense and amortization of debt issuance costs: In accordance with GAAP, we separately account for the value of the conversion feature on our convertible notes as a debt discount that reflects our assumed non-convertible debt borrowing rates. We amortize the
discount and debt issuance costs over the term of the related debt. We exclude the difference between the imputed interest expense, which includes the amortization of the conversion feature and of the issuance costs, and the coupon interest
payments because we believe that excluding these costs provides meaningful supplemental information regarding the cash cost of our convertible debt and enhance investors’ ability to view the Company’s results from management’s perspective.
Gain on divestitures: We
periodically recognize gains on divestitures. We have excluded these gains for purposes of calculating our non-GAAP results. We believe making these adjustments facilitates a better evaluation of our current operating performance and comparisons
to past operating results.
Gain (loss) from equity interest:
We record gains or losses in equity method investments representing net income or loss attributable to our noncontrolling interest in companies over which we have limited control and visibility. We exclude such gains and losses in full because
we lack control over the operations of the investee and the related gains and losses are not indicative of our ongoing core results.
Income tax effects and adjustments:
We use a non-GAAP tax rate that excludes (1) the discrete impacts of changes in tax legislation, (2) most other significant discrete items, (3) certain unique GAAP reporting requirements under discontinued operations and (4) the income tax
effects of the non-GAAP adjustment to our operating results described above. We believe making these adjustments facilitates a better evaluation of our current operating performance and comparisons to past operating results. Our tax rate is
subject to change for a variety of reasons, such as significant changes in the geographic earnings mix due to acquisition and divestiture activities or fundamental tax law changes in major jurisdictions where we operate. On June 7, 2019, a
three-judge panel from the Ninth Circuit Court of Appeals issued an opinion in Altera Corp. v. Commissioner which reversed a United States Tax Court decision regarding the treatment of share-based compensation expense in a cost sharing
arrangement. As a result, we recorded a cumulative income tax expense of $62 million for continuing operation in the first quarter and first six months of fiscal 2020, which has been excluded from our non-GAAP tax provision. In addition, in the
second quarter of fiscal 2020, we recorded a $665 million tax benefit in discontinued operations to remeasure the deferred tax assets associated with the tax basis of intellectual
property held by our subsidiaries organized in Ireland. We previously expected to recover the tax basis through normal operation of our Enterprise business, which is taxed at the Irish trading rate of 12.5%. We will recover the tax basis through
the sale of certain assets of the Enterprise business, which is taxed at the Irish capital gains tax rate of 33%. For fiscal 2019, as a result of U.S. tax reform, we used a non-GAAP tax rate that excluded (1) the discrete impacts of changes in
tax legislation, (2) most other significant discrete items, (3) certain unique GAAP reporting requirements under discontinued operations and (4) the income tax effects of the non-GAAP adjustment to our operating results described above.
Discontinued operations: On August
8, 2019, we entered into a definitive agreement to sell certain of our Enterprise Security assets to Broadcom Inc. On November 4, 2019, we completed the transaction. In January 2016, we completed the sale of assets related to our Veritas
operations. The results of our divested Enterprise Security and Veritas operations that were subject to the divestiture are presented as discontinued operations in our Consolidated Statements of Operations and thus have been excluded from
non-GAAP net income and segment results for all reported periods.
Diluted GAAP and non-GAAP weighted-average shares outstanding: Diluted GAAP and non-GAAP weighted-average shares outstanding are the same, except in periods that there is a GAAP loss from continuing operations. In accordance with GAAP, we do not present dilution for GAAP in
periods in which there is a loss from continuing operations. However, if there is non-GAAP net income, we present dilution for non-GAAP weighted-average shares outstanding in an amount equal to the dilution that would have been presented had
there been GAAP income from continuing operations for the period.
7
Reported billings: We define
reported billings as total revenue plus the change in adjusted contract liabilities. The change in contract liabilities excludes the change related to discontinued operations that does not amortize to revenue from continuing operations. We
consider reported billings to be a useful metric for management and investors because it facilitates an analysis of changes in contract liabilities balances that are an indicator of the health and visibility of our business. There are several
limitations related to the use of reported billings versus revenue calculated in accordance with GAAP. First, reported billings include amounts that have not yet been recognized as revenue. Second, our calculation of reported billings may be
different from other companies in our industry, some of which may not use reported billings, may calculate reported billings differently, may have different reported billing frequencies, or may use other financial measures to evaluate their
performance, all of which could reduce the usefulness of reported billings as a comparative measure. We compensate for these limitations by providing specific information regarding GAAP revenue and evaluating reported billings together with
revenue calculated in accordance with GAAP.
Free cash flow: Free cash flow is
defined as cash flow from operating activities less purchases of property and equipment.
Non-GAAP constant currency adjusted revenues: Non-GAAP constant currency adjusted revenues are defined as revenues adjusted for foreign exchange impact, calculated by translating current period revenue using the year ago currency conversion rate.
Consumer Cyber Safety direct customer count: Direct customers are defined as those customers of our Consumer Cyber Safety solutions who have a direct billing relationship with us, including online acquisition and retention, affiliates, co-marketing, and original contract
manufacturer channels. Also excluded are customers of our ID Analytics solutions. Average direct customer count presents the average of the total number of direct customers at the beginning and end of the fiscal quarter.
Consumer Cyber Safety direct average revenues per user (ARPU): 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. We monitor ARPU because it helps us understand
the rate at which we are monetizing our consumer customer base.
8