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NortonLifeLock and Avast Merger Provisionally Approved

Company reports 12th consecutive quarter of bookings growth in Q1 Fiscal Year 2023

TEMPE, Ariz. - August 4, 2022 - NortonLifeLock Inc. (NASDAQ: NLOK), a global leader in consumer Cyber Safety, received provisional approval from the U.K. Competition and Markets Authority ("CMA") for its acquisition of Avast plc. NortonLifeLock also released its results for the fiscal year 2023 first quarter, which ended July 1, 2022.

"We are excited to start the process of bringing our two companies together now that the CMA has approved our merger with Avast," said Vincent Pilette, CEO of NortonLifeLock. "With this key milestone behind us, we are looking forward to driving innovation and taking Cyber Safety to the next level."

The merger is anticipated to close between mid-September to early-October. The timing is subject to change and is dependent upon the final CMA approval, mutually agreed upon operational considerations and customary closing requirements such as the U.K. court approval of the scheme.

Q1 Financial Highlights and Commentary YoY

Q1 GAAP revenue was $707 million, up 3% in USD. Q1 GAAP diluted EPS from continuing operations was $0.33, up 6%. Q1 operating cash flow was $215 million, down 17%.

Q1 Non-GAAP YoY

  • Revenue of $708 million, up 2% in USD and 6% in CC
  • Diluted EPS of $0.45, up 7%
  • Bookings of $663 million, up 1% in USD and 5% in CC
  • Operating margin was 53.7%, up 250 bps
  • Direct customer count of 23.3 million, up 0.2 million

"Q1 was another quarter of solid execution by our team, and in the face of macroeconomic headwinds, we delivered our 12th consecutive quarter of bookings growth," said Natalie Derse, CFO of NortonLifeLock. "Now with the Avast acquisition provisionally approved we look forward to bringing our operational discipline to the integration planning and quickly setting the foundation of the company for growth."

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Fiscal 2023 Q2 Guidance

  • Non-GAAPRevenue expected to be in the range of $695 million to $705 million, translating to mid-single-digit growth YoY in constant currency, including 4+ points or approximately $30 million of FX headwind
  • Non-GAAPEPS expected to be in the range of $0.44 to $0.46, including $0.03 FX headwind YoY

Quarterly Cash Dividend

NortonLifeLock's Board of Directors has declared a quarterly cash dividend of $0.125 per common share to be paid on September 14, 2022, to all shareholders of record as of the close of business on August 22, 2022.

Q1 Earnings Conference Call

August 4, 2022

2 p.m. PT / 5 p.m. ET

Webcast & Dial-In:Investor.NortonLifeLock.com(replay will be posted after the call). For additional details regarding NortonLifeLock's results and outlook, please see the Financials section of the Investor Relations website at Investor.NortonLifeLock.com.

About NortonLifeLock Inc.

NortonLifeLock Inc. (NASDAQ: NLOK) is a global leader in consumer Cyber Safety, protecting and empowering people to live their digital lives safely. We are the consumer's trusted ally in an increasingly complex and connected world. Learn more about how we're transforming Cyber Safety at 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 "Fiscal 2023 Q2 Guidance," including expectations relating to Q2 FY23 non-GAAP revenue and non-GAAP EPS; expectation as to satisfaction or waiver of any regulatory conditions and any risks associated therewith; 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 current and future impact of the COVID-19 pandemic on the Company's business and industry; retention of executive leadership team members; difficulties in improving sales and product development during leadership transitions; difficulties in executing the operating model for the consumer cyber safety business; lower than anticipated returns from the Company's investments in direct customer acquisition; the impact of acquisitions and our

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ability to achieve expected synergies or attendant cost savings; 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 potential for corporate tax increases under the Biden Administration; 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 operating margin, net income and earnings per share, which are adjusted from results based on GAAP and exclude certain expenses, gains and losses. We also provide the non-GAAP metrics of revenues, constant currency revenues, and free cash flow, which is defined as cash flows from operating activities, less purchases of property and equipment. 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 condensed 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 Earnings Presentation, on the investor relations page of our website at Investor.NortonLifeLock.com. No reconciliation of the forecasted range for non-GAAP EPS guidance is included in this release because most non- GAAP adjustments pertain to events that have not yet occurred. It would be unreasonably burdensome to forecast, therefore we are unable to provide an accurate estimate.

UK Takeover Code: Profit Forecast

UK Takeover Code

On August 10, 2021, the boards of NortonLifeLock Inc. ("NortonLifeLock") and Avast plc ("Avast") announced that they had reached agreement on the terms of a recommended merger of Avast with NortonLifeLock, in the form of a recommended offer by Nitro Bidco Limited, a wholly-owned subsidiary of NortonLifeLock, for the entire issued and to be issued

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share capital of Avast (the "Merger"). The Merger is governed by the UK's City Code on Takeovers and Mergers (the "UK Takeover Code"). In accordance with the rules of the UK Takeover Code, NortonLifeLock is required to publish certain confirmations in connection with the information set out in this press release. These confirmations are set out below.

NortonLifeLock Profit Forecast

The following statement regarding NortonLifeLock's earnings per share ("EPS")in this press release (the "NortonLifeLock Profit Forecast")constitutes an ordinary course profit forecast for the purposes of Rule 28 1(a) and Note 2(b) on Rule 28.1 of the UK Takeover Code:

  • Non-GAAPEPS expected to be in the range of $0.44 to $0.46 including $0.03 FX headwind YoY.

References to "GAAP" in the NortonLifeLock Profit Forecast are to U.S. GAAP, being the accounting policies applied in the preparation of NortonLifeLock's annual results for the year ended April 1, 2022.

Basis of Preparation

The NortonLifeLock Profit Forecast has been prepared on a basis consistent with NortonLifeLock's accounting policies, as summarized in the paragraph entitled "Use of Non- GAAP Financial Information" above. The NortonLifeLock Profit Forecast excludes any transaction costs attributable to the Merger or any other associated accounting impacts as a direct result of the Merger.

Assumptions

The NortonLifeLock Profit Forecast is based on the assumptions listed below. Factors outside the influence or control of the NortonLifeLock Directors:

  • There will be no material changes to existing prevailing macroeconomic or political conditions in the markets and regions in which NortonLifeLock operates.
  • There will be no material changes to the conditions of the markets and regions in which NortonLifeLock operates or in relation to customer demand or the behavior of competitors in those markets and regions.
  • The interest, inflation and tax rates in the markets and regions in which NortonLifeLock operates will remain materially unchanged from the prevailing rates.
  • There will be no material adverse events that will have a significant impact on NortonLifeLock's financial performance.
  • There will be no material adverse events that will have a significant impact on the timing and market acceptance of new product releases and upgrades by NortonLifeLock.
  • There will be no business disruptions that materially affect NortonLifeLock or its key customers, including natural disasters, acts of terrorism, cyber-attack and/or technological issues or supply chain disruptions.
  • There will be no material changes to foreign exchange rates that will have a significant impact on NortonLifeLock's revenue or cost base.
  • There will be no material changes in legislation or regulatory requirements impacting NortonLifeLock's operations or its accounting policies.

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  • There will be no new material litigation and no unfavorable resolutions of existing material litigation in relation to any of NortonLifeLock's operations.
  • The announcement of the Merger will not have any material impact on NortonLifeLock's ability to negotiate new business.

Factors within the influence and control of the NortonLifeLock Directors:

  • There will be no material change to the present executive management of NortonLifeLock.
  • There will be no material change in the operational strategy of NortonLifeLock.
  • There will be no material adverse change in NortonLifeLock's ability to maintain customer and partner relationships.
  • There will be no material acquisitions or disposals.
  • There will be no material strategic investments over and above those currently planned.
  • There will be no material change in the dividend or capital policies of NortonLifeLock.
  • There will be no unexpected technical or network issues with products or processes.

NortonLifeLock Directors' Confirmation

With the consent of Avast, the Panel on Takeovers and Mergers has granted a dispensation from the UK Takeover Code requirement for NortonLifeLock's reporting accountants and financial advisers to prepare reports in respect of the NortonLifeLock Profit Forecast.

The NortonLifeLock Directors have considered the NortonLifeLock Profit Forecast and confirm that it has been properly compiled on the basis of the assumptions set out in this press release and that the basis of the accounting used is consistent with NortonLifeLock's accounting policies.

No profit forecasts or estimates

The NortonLifeLock Profit Forecast is a profit forecast for the purposes of Rule 28 of the UK Takeover Code.

Other than in respect of the NortonLifeLock Profit Forecast, no statement in this press release is intended as, or is to be construed as, a profit forecast or estimate for any period and no statement in this press release should be interpreted to mean that earnings or earnings per ordinary share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share.

For the purposes of Rule 28 of the UK Takeover Code, the NortonLifeLock Profit Forecast contained in this press release is the responsibility of NortonLifeLock and the NortonLifeLock Directors.

Publication on website

A copy of this press release will be made available on NortonLifeLock's website (at https:// investor.nortonlifelock.com/) by no later than 12 noon London time on the business day following the date of this press release. Neither the contents of that website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this press release.

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NortonLifeLock Inc. published this content on 04 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2022 20:07:01 UTC.