Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 25, 2021 | Nov. 02, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 25, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | McAfee Corp. | |
Entity Central Index Key | 0001783317 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-25 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Trading Symbol | MCFE | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39651 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-2467341 | |
Entity Address, Address Line One | 6220 America Center Drive | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95002 | |
City Area Code | 866 | |
Local Phone Number | 622-3911 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 182,658,495 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 254,297,067 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 848 | $ 231 |
Accounts receivable, net | 124 | 102 |
Deferred costs | 171 | 137 |
Receivable from Enterprise Business | 116 | 0 |
Other current assets | 36 | 42 |
Held-for-sale assets | 31 | 0 |
Current assets of discontinued operations | 0 | 402 |
Total current assets | 1,326 | 914 |
Property and equipment, net | 55 | 98 |
Goodwill | 1,018 | 1,018 |
Identified intangible assets, net | 595 | 729 |
Deferred tax assets | 398 | 24 |
Other long-term assets | 92 | 67 |
Long-term assets of discontinued operations | 0 | 2,578 |
Total assets | 3,484 | 5,428 |
Current liabilities: | ||
Accounts payable and other current liabilities | 303 | 235 |
Accrued compensation and benefits | 66 | 179 |
Accrued marketing | 101 | 118 |
Income taxes payable | 207 | 14 |
Long-term debt, current portion | 44 | 44 |
Deferred revenue | 953 | 823 |
Payable to Enterprise Business | 50 | 0 |
Current liabilities of discontinued operations | 0 | 972 |
Total current liabilities | 1,724 | 2,385 |
Long-term debt, net | 2,889 | 3,943 |
Deferred tax liabilities | 17 | 5 |
Tax receivable agreement liability, less current portion. | 392 | 0 |
Other long-term liabilities | 136 | 155 |
Deferred revenue, less current portion | 91 | 80 |
Long-term liabilities of discontinued operations | 0 | 660 |
Total liabilities | 5,249 | 7,228 |
Commitments and contingencies (Note 17) | ||
Redeemable noncontrolling interests | 5,836 | 4,840 |
Stockholders’ equity/members’ deficit: | ||
Additional paid-in capital | (7,571) | (6,477) |
Accumulated deficit | 0 | (118) |
Accumulated other comprehensive income (loss) | (30) | (45) |
Total deficit | (7,601) | (6,640) |
Total liabilities, redeemable noncontrolling interests and deficit | 3,484 | 5,428 |
Class A Common Stock | ||
Stockholders’ equity/members’ deficit: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders’ equity/members’ deficit: | ||
Common stock | $ 0 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 25, 2021 | Dec. 26, 2020 |
Class A Common Stock | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common Stock, shares issued | 179,848,875 | 161,267,412 |
Common Stock, shares outstanding | 179,848,875 | 161,267,412 |
Class B Common Stock | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 255,490,562 | 267,065,127 |
Common Stock, shares outstanding | 255,490,562 | 267,065,127 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Income Statement [Abstract] | ||||
Net revenue | $ 491 | $ 395 | $ 1,400 | $ 1,132 |
Cost of sales | 118 | 112 | 349 | 321 |
Gross profit | 373 | 283 | 1,051 | 811 |
Operating expenses: | ||||
Sales and marketing | 91 | 87 | 264 | 225 |
Research and development | 48 | 35 | 138 | 109 |
General and administrative | 51 | 43 | 143 | 141 |
Amortization of intangibles | 13 | 36 | 63 | 108 |
Restructuring and transition charges (Note 9) | 27 | 0 | 35 | 1 |
Total operating expenses | 230 | 201 | 643 | 584 |
Operating income | 143 | 82 | 408 | 227 |
Interest expense | (61) | (72) | (170) | (222) |
Foreign exchange gain (loss), net | 14 | (43) | 29 | (49) |
Other income (expense), net | (292) | (1) | (301) | 0 |
Income (loss) from continuing operations before income taxes | (196) | (34) | (34) | (44) |
Provision for income tax expense (benefit) | (166) | 5 | (159) | 0 |
Income (loss) from continuing operations | (30) | (39) | 125 | (44) |
Income from discontinued operations, net of taxes | 2,420 | 39 | 2,467 | 75 |
Net income | 2,390 | $ 0 | 2,592 | $ 31 |
Less: Net income attributable to redeemable noncontrolling interests | 1,648 | 1,784 | ||
Net income attributable to McAfee Corp. | 742 | 808 | ||
Net income attributable to McAfee Corp.: | ||||
Income from continuing operations attributable to McAfee Corp. | (92) | (40) | ||
Income from discontinued operations attributable to McAfee Corp. | 834 | 848 | ||
Net income attributable to McAfee Corp. | $ 742 | $ 808 | ||
Earnings per share attributable to McAfee Corp., basic and diluted: | ||||
Continuing operations | $ (0.54) | $ (0.24) | ||
Discontinued operations | 4.90 | 5.11 | ||
Earnings per share, basic and diluted | $ 4.36 | $ 4.87 | ||
Weighted-average shares outstanding, basic and diluted | 170.3 | 165.9 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Statement Of Other Comprehensive Income [Abstract] | ||||
Net income | $ 2,390 | $ 0 | $ 2,592 | $ 31 |
Interest rate cash flow hedges: | ||||
Gain (loss) on interest rate cash flow hedges, net of tax | 0 | (7) | 9 | (102) |
Reclassification adjustments for income on interest rate cash flow hedges | 12 | 13 | 36 | 27 |
Pension and postretirement benefits income, net of tax | 0 | 0 | 1 | 0 |
Total comprehensive income (loss) | 2,402 | $ 6 | 2,638 | $ (44) |
Less: Comprehensive income attributable to redeemable noncontrolling interests | 1,655 | 1,813 | ||
Total comprehensive income attributable to McAfee Corp. | $ 747 | $ 825 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Sep. 26, 2020 | |
Cash flows from operating activities: | |||||
Net income | $ 2,390 | $ 0 | $ 2,592 | $ 31 | $ 31 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 195 | 372 | |||
Equity-based compensation | 85 | 25 | |||
Deferred taxes | (161) | 3 | |||
Foreign exchange (gain) loss, net | (14) | 43 | (29) | 49 | 49 |
Pre-tax gain on divestiture of Enterprise Business | (2,634) | 0 | |||
Tax Receivable Agreement Remeasurement | 310 | 0 | |||
Other operating activities | 31 | 40 | |||
Change in assets and liabilities: | |||||
Receivable and payable from/to Enterprise Business | (36) | 0 | |||
Accounts receivable, net | 108 | 94 | |||
Deferred costs | (34) | (29) | |||
Other assets | (42) | (10) | |||
Income taxes payable | 193 | (2) | |||
Other current liabilities | 24 | (10) | |||
Deferred revenue | (10) | (26) | |||
Other liabilities | (54) | (73) | |||
Net cash provided by operating activities | 538 | 464 | |||
Cash flows from investing activities: | |||||
Acquisitions, net of cash acquired | 0 | (5) | |||
Additions to property and equipment | (19) | (32) | |||
Proceeds from divestiture of Enterprise Business, net of transaction costs | 3,880 | 0 | |||
Other investing activities | (4) | (3) | |||
Net cash provided by (used in) investing activities | 3,857 | (40) | |||
Cash flows from financing activities: | |||||
Proceeds from issuance of equity | 11 | 2 | |||
Payment for the long-term debt | (1,027) | (33) | |||
Distributions to members of FTW | (1,860) | (200) | |||
Payment of dividends | (812) | 0 | |||
Payment of tax withholding for shares and units withheld | (79) | (4) | |||
Other financing activities | (3) | (10) | |||
Net cash used in financing activities | (3,770) | (245) | |||
Effect of exchange rate fluctuations on cash and cash equivalents | (8) | 2 | |||
Change in cash and cash equivalents | 617 | 181 | |||
Cash and cash equivalents, beginning of period | 231 | 167 | |||
Cash and cash equivalents, end of period | $ 848 | $ 348 | 848 | 348 | $ 348 |
Supplemental disclosures of noncash investing and financing activities and cash flow information: | |||||
Acquisition of property and equipment included in current liabilities | (4) | (2) | |||
Distributions to members of FTW included in liabilities | (45) | (5) | |||
Dividends payable included in liabilities | (21) | 0 | |||
Other financing activities included in liabilities | (8) | 0 | |||
Tax withholding for shares and units withheld included in liabilities | (5) | 0 | |||
Proceeds receivable related to divestiture of Enterprise Business | 65 | 0 | |||
Transaction costs payable related to divestiture of Enterprise Business | (28) | 0 | |||
Cash paid during the period for: | |||||
Interest, net of cash flow hedges | (148) | (210) | |||
Income taxes, net of refunds | $ (51) | $ (35) |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS - USD ($) | Total | Redeemable Noncontrolling Interests | Foundation Technology Worldwide L L C Prior To Reorganization TransactionsAccumulated Other Comprehensive Income (Loss) | Foundation Technology Worldwide L L C Prior To Reorganization TransactionsMembers' Equity (Deficit) | Foundation Technology Worldwide L L C Prior To Reorganization TransactionsAccumulated Deficit | McAfee Corp. Stockholders' Equity | McAfee Corp. Stockholders' EquityAccumulated Other Comprehensive Income (Loss) | McAfee Corp. Stockholders' EquityAccumulated Deficit | McAfee Corp. Stockholders' EquityCommon StockClass A Common Stock | McAfee Corp. Stockholders' EquityCommon StockClass B Common Stock | McAfee Corp. Stockholders' EquityAdditional Paid-in Capital | McAfee Corp. Stockholders' EquityTotal Parent Entity Deficit |
Balance at Dec. 28, 2019 | $ (62,000,000) | $ (647,000,000) | $ (1,385,000,000) | $ (2,094,000,000) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance, Shares at Dec. 28, 2019 | 0 | 0 | ||||||||||
Temporary equity, Balance at Dec. 28, 2019 | $ 0 | |||||||||||
Distributions to Members | $ (201,000,000) | (201,000,000) | ||||||||||
Other comprehensive loss, net of tax | (75,000,000) | (75,000,000) | ||||||||||
Stock compensation expense, net of withholding to cover taxes | 22,000,000 | 22,000,000 | ||||||||||
Unit issuances | 2,000,000 | 2,000,000 | ||||||||||
Unit repurchases (Note 6) | (10,000,000) | (10,000,000) | ||||||||||
Reclassification of redeemable units (Note 5) | (41,000,000) | (41,000,000) | ||||||||||
Net income | 31,000,000 | 31,000,000 | ||||||||||
Other | 2,000,000 | 2,000,000 | ||||||||||
Balance at Sep. 26, 2020 | 0 | (137,000,000) | (873,000,000) | (1,354,000,000) | (2,364,000,000) | 0 | 0 | $ 0 | $ 0 | 0 | 0 | |
Balance, Shares at Sep. 26, 2020 | 0 | 0 | ||||||||||
Temporary equity, Balance at Sep. 26, 2020 | 0 | |||||||||||
Balance at Jun. 27, 2020 | 0 | (143,000,000) | (785,000,000) | (1,354,000,000) | (2,282,000,000) | 0 | 0 | $ 0 | $ 0 | 0 | 0 | |
Balance, Shares at Jun. 27, 2020 | 0 | 0 | ||||||||||
Distributions to Members | (70,000,000) | (70,000,000) | ||||||||||
Other comprehensive loss, net of tax | 6,000,000 | 6,000,000 | ||||||||||
Stock compensation expense, net of withholding to cover taxes | 5,000,000 | 5,000,000 | ||||||||||
Unit issuances | 1,000,000 | 1,000,000 | ||||||||||
Reclassification of redeemable units (Note 5) | 24,000,000 | 24,000,000 | ||||||||||
Net income | 0 | |||||||||||
Balance at Sep. 26, 2020 | 0 | (137,000,000) | (873,000,000) | (1,354,000,000) | (2,364,000,000) | 0 | 0 | $ 0 | $ 0 | 0 | 0 | |
Balance, Shares at Sep. 26, 2020 | 0 | 0 | ||||||||||
Temporary equity, Balance at Sep. 26, 2020 | 0 | |||||||||||
Balance at Dec. 26, 2020 | (6,640,000,000) | 0 | 0 | 0 | (1,800,000,000) | (45,000,000) | (118,000,000) | $ 0 | $ 0 | (6,477,000,000) | (6,640,000,000) | |
Balance, Shares at Dec. 26, 2020 | 161,267,412 | 267,065,127 | ||||||||||
Temporary equity, Balance at Dec. 26, 2020 | 4,840,000,000 | 4,840,000,000 | ||||||||||
Distributions to RNCI | (1,878,000,000) | (1,878,000,000) | ||||||||||
Dividend declared | (819,000,000) | (690,000,000) | (129,000,000) | (819,000,000) | ||||||||
Other comprehensive loss, net of tax | 29,000,000 | 46,000,000 | 17,000,000 | 17,000,000 | ||||||||
Stock compensation expense, net of withholding to cover taxes | 6,000,000 | 6,000,000 | 6,000,000 | |||||||||
Stock compensation expense, net of withholding to cover taxes, Shares | 5,250,424 | |||||||||||
Stock issuances | 11,000,000 | 11,000,000 | 11,000,000 | |||||||||
Stock issuances, Shares | 577,782 | |||||||||||
RNCI units conversion into Class A shares | 12,753,257 | (11,574,565) | ||||||||||
Deferred tax adjustments | 167,000,000 | 167,000,000 | 167,000,000 | |||||||||
TRA Adjustments | (82,000,000) | (82,000,000) | (82,000,000) | |||||||||
Net income | 2,592,000,000 | 1,784,000,000 | 2,592,000,000 | 808,000,000 | 808,000,000 | |||||||
Other | (8,000,000) | (8,000,000) | (8,000,000) | |||||||||
Impact of change in ownership in RNCI | 78,000,000 | (2,000,000) | (76,000,000) | (78,000,000) | ||||||||
Fair value adjustment for RNCI | 983,000,000 | (983,000,000) | (983,000,000) | |||||||||
Balance at Sep. 25, 2021 | (7,601,000,000) | 5,836,000,000 | 0 | 0 | 0 | (1,765,000,000) | (30,000,000) | 0 | $ 0 | $ 0 | (7,571,000,000) | (7,601,000,000) |
Balance, Shares at Sep. 25, 2021 | 179,848,875 | 255,490,562 | ||||||||||
Temporary equity, Balance at Sep. 25, 2021 | 5,836,000,000 | |||||||||||
Balance at Jun. 26, 2021 | 7,687,000,000 | 0 | 0 | 0 | (1,704,000,000) | (33,000,000) | (52,000,000) | $ 0 | $ 0 | (9,306,000,000) | (9,391,000,000) | |
Balance, Shares at Jun. 26, 2021 | 166,004,840 | 265,376,691 | ||||||||||
Distributions to RNCI | (1,726,000,000) | 1,726,000,000 | ||||||||||
Dividend declared | (781,000,000) | (690,000,000) | (91,000,000) | (781,000,000) | ||||||||
Other comprehensive loss, net of tax | 7,000,000 | 12,000,000 | 5,000,000 | 5,000,000 | ||||||||
Stock compensation expense, net of withholding to cover taxes | (39,000,000) | (39,000,000) | (39,000,000) | |||||||||
Stock compensation expense, net of withholding to cover taxes, Shares | 3,013,153 | |||||||||||
Stock issuances | 6,000,000 | 6,000,000 | 6,000,000 | |||||||||
Stock issuances, Shares | 355,629 | |||||||||||
RNCI units conversion into Class A shares | 10,475,253 | (9,886,129) | ||||||||||
Deferred tax adjustments | 167,000,000 | 167,000,000 | 167,000,000 | |||||||||
TRA Adjustments | (82,000,000) | (82,000,000) | (82,000,000) | |||||||||
Net income | 2,390,000,000 | 1,648,000,000 | 2,390,000,000 | 742,000,000 | 742,000,000 | |||||||
Other | (8,000,000) | (8,000,000) | (8,000,000) | |||||||||
Impact of change in ownership in RNCI | 36,000,000 | (2,000,000) | (34,000,000) | (36,000,000) | ||||||||
Fair value adjustment for RNCI | (1,816,000,000) | 1,816,000,000 | 1,816,000,000 | |||||||||
Balance at Sep. 25, 2021 | (7,601,000,000) | $ 5,836,000,000 | $ 0 | $ 0 | $ 0 | $ (1,765,000,000) | $ (30,000,000) | $ 0 | $ 0 | $ 0 | $ (7,571,000,000) | $ (7,601,000,000) |
Balance, Shares at Sep. 25, 2021 | 179,848,875 | 255,490,562 | ||||||||||
Temporary equity, Balance at Sep. 25, 2021 | $ 5,836,000,000 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 25, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1: BASIS OF PRESENTATION Background McAfee is a leading-edge cybersecurity company that provides advanced security solutions to consumers. Security technologies from McAfee use a unique, predictive capability that is powered by McAfee Global Threat Intelligence, which enables home users to stay one step ahead of the next wave of fileless attacks, viruses, malware, and other online threats. McAfee Corp. (the “Corporation”) was formed as a Delaware corporation on July 19, 2019 for the purpose of facilitating an initial public offering (“IPO”) and related transactions in order to carry on the business of Foundation Technology Worldwide LLC (“FTW”) and its subsidiaries (the Corporation, FTW and its subsidiaries are collectively the “Company,” “we,” “us” or “our”). On October 21, 2020, the Corporation became the sole managing member and holder of 100 % of the voting power of FTW due to the reorganization transactions described below. With respect to the Corporation and FTW, each entity owns only the respective entities below it in the corporate structure and each entity has no other material operations, assets, or liabilities. In October 2020, the Corporation completed an IPO pursuant to which the Corporation and selling stockholders sold an aggregate of 37 million shares of Class A common stock par value $ 0.001 per share (“Class A common stock”) at a public offering price of $ 20.00 per share. The Corporation issued 31 million shares and received $ 586 million in proceeds, net of underwriting discounts and commissions, of which $ 553 million was used to purchase newly-issued limited liability company units (“LLC Units”) and $ 33 million was used to purchase LLC Units from existing holders (“Continuing LLC Owners”) of interests in FTW, at a purchase price per unit equal to the public offering price per share of Class A common stock, less underwriting discounts and commissions. We refer to the holders of management incentive units of FTW (“MIUs”) as well as members of management who hold LLC Units following the closing of the offering or are to receive Class A common stock in satisfaction of existing incentive awards as “Management Owners.” We refer to those of our pre-IPO investors and certain of their affiliates who received shares of Class A common stock in connection with the Reorganization Transactions (as defined below) and who do not hold LLC Units as “Continuing Corporate Owners,” and together with the Continuing LLC Owners, as “Continuing Owners.” The Reorganization Transactions Reorganization In connection with the closing of the IPO, the following Reorganization Transactions were consummated: a new limited liability company operating agreement (“New LLC Agreement”) was adopted for FTW making the Corporation the sole managing member of FTW; the Corporation’s certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock and Class B common stock and (ii) issue shares of Class B common stock to the Continuing Owners and Management Owners, on a one -to-one basis with the number of LLC Units they own (except that Management Owners will not receive shares of Class B common stock in connection with their exchange of Management Incentive Units (“MIUs”)), the exchange of which will be settled in cash or shares of Class A common stock, at the option of the Company, for nominal consideration; the Corporation (i) issued 126.3 million shares of its Class A common stock to certain of the Continuing Owners in exchange for their contribution of LLC units or the equity of certain other entities, which pursuant to the Reorganization Transactions, became its direct or indirect subsidiaries and (ii) settled 5.7 million restricted stock units (“RSUs”) with shares of its Class A common stock, net of tax withholding, held by certain employees, which were satisfied in connection with the Reorganization Transactions; and the Corporation entered into (i) a tax receivable agreement (“TRA”) with certain of our Continuing Owners and certain Management Owners (collectively “TRA Beneficiaries”) and (ii) a stockholders agreement and a registration rights agreement with investment funds affiliated with or advised by TPG Global, LLC (“TPG”) and Thoma Bravo, L.P. (“Thoma Bravo”), respectively, and Intel Americas, Inc. (“Intel”). Divestiture of Enterprise Business On March 6, 2021, we entered into a definitive agreement (the “Purchase Agreement”) with a consortium led by Symphony Technology Group (“STG”) under which STG agreed to purchase certain of our Enterprise assets together with certain of our Enterprise liabilities (“Enterprise Business”), representing substantially all of our Enterprise segment, for an all-cash purchase price of $ 4.0 billion. The divestiture transaction closed on July 27, 2021 . The divestiture of our Enterprise Business represents a strategic shift in our operations that allows us to focus on our Consumer business. As a result of the divestiture, the results of our Enterprise Business were reclassified as discontinued operations in our condensed consolidated statements of operations and excluded from both continuing operations and segment results for all periods presented. Starting in the first quarter of fiscal 2021, we began to operate in one reportable segment as the Enterprise Business comprised substantially all of our Enterprise segment. Results of discontinued operations includes all revenues and expenses directly derived from our Enterprise Business, with the exception of general corporate overhead costs that were previously allocated to our Enterprise segment but have not been allocated to discontinued operations. The Enterprise Business, as specified in the Purchase Agreement and related Amendments, was reclassified as discontinued operations in our condensed consolidated balance sheets. See Note 3 for additional information about the divestiture of our Enterprise Business. Principles of Consolidation Subsequent to the Reorganization Transactions and IPO, the Corporation is a holding company, and its sole material asset held directly or through wholly-owned subsidiaries is its equity interest in FTW. The Corporation, as the sole managing member of FTW, exclusively operates and controls the business and affairs of FTW. The Corporation consolidates the financial results of FTW and reports a redeemable noncontrolling interest (“RNCI”) related to the LLC Units held by the Continuing LLC Owners and vested MIUs held by Management Owners (Note 14 and 16). As the Continuing LLC Owners control both the Corporation and FTW, before and after the Reorganization Transactions, the Reorganization Transactions were accounted for as a reorganization of entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization Transactions are the financial statements of FTW as the predecessor to the Corporation for accounting and reporting purposes. Financial information includes the accounts of the Company and was prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany balances and transactions within the Company have been eliminated in consolidation. These condensed consolidated financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair statement of our financial information. The condensed consolidated balance sheet as of December 26, 2020, has been derived from the audited financial statements as of that date, but it does not include all of the information and footnotes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying Notes thereto included in our Annual Report on Form 10-K for the year ended December 26, 2020, which were recast to reflect discontinued operations and filed with our Current Report on Form 8-K on August 2, 2021. The results of operations for the three and nine months ended September 25, 2021 are not necessarily indicative of the results expected for the entire fiscal year. We have reclassified certain prior period amounts to conform to our current period presentation. We consolidate entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. We also consider for consolidation certain interests where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE is considered to possess the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the rights to receive benefits from the VIE that are significant to it (Note 16). Our functional currency for all of our subsidiaries is the U.S. dollar (“USD”). Use of Estimates The preparation of the condensed consolidated financial statements required us to make certain estimates and judgments that affect the amounts reported. Actual results may differ materially from our estimates. The accounting estimates that required our most significant and subjective judgments include: projections of future cash flows related to revenue share and related agreements with our personal computer original equipment manufacturer partners; amounts classified as discontinued operations; the valuation and recoverability of identified intangible assets and goodwill; recognition and measurement of current and deferred income taxes as well as our uncertain tax positions, including the income tax impact of the gain on the divestiture of the Enterprise Business; fair value of our equity awards; fair value of long-term debt and related swaps; amount of liability related to the tax receivable agreement; determining the nature and timing of satisfaction of performance obligations, assessing any associated material rights and determining the standalone selling price (“SSP”) of performance obligations; and determining our technology constrained customer life. The effect of the novel coronavirus (“COVID-19”) pandemic on our business, operations, and financial results is dependent upon future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are unknown at this time. As a result, some of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, several of our estimates and assumptions may change materially in future periods due to the impact of the COVID-19 pandemic. Fiscal Calendar We maintain a 52- or 53-week fiscal year that ends on the last Saturday in December. The year ending December 25, 2021 is a 52-week year starting on December 27, 2020. These condensed consolidated financial statements are presented as of September 25, 2021 and December 26, 2020, and for the three and nine months ended September 25, 2021 and the three and nine months ended September 26, 2020. The three and nine months ended September 25, 2021 consisted of 13 and 39 weeks, respectively, and the three and nine months ended September 26, 2020 consisted of 13 and 39 weeks, respectively. Significant Accounting Policies There have been no material changes to our significant accounting policies as of and for the nine months ended September 25, 2021, except for those related to discontinued operations, assets held for sale, and those noted in Note 2, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 26, 2020, which were recast to reflect discontinued operations and filed with our Current Report on Form 8-K on August 2, 2021. Discontinued Operations We review the presentation of planned business dispositions in the condensed consolidated financial statements based on the available information and events that have occurred. The review consists of evaluating whether the business meets the definition of a component for which the operations and cash flows are clearly distinguishable from the other components of the business, and if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing operations and whether the disposition represents a strategic shift that has a major effect on operations and financial results. In addition, we evaluate whether the business has met the criteria as a business held for sale. In order for a planned disposition to be classified as a business held for sale, the established criteria must be met as of the reporting date, including an active program to market the business and the expected disposition of the business within one year. Planned business dispositions are presented as discontinued operations when all the criteria described above are met. For those divestitures that qualify as discontinued operations, all comparative periods presented are reclassified in the condensed consolidated balance sheets. Additionally, the results of operations of a discontinued operation are reclassified to income from discontinued operations, net of tax, for all periods presented in the condensed consolidated statements of operations. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations. Assets Held for Sale Long-lived assets held for sale are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets and external data available. |
Recent Accounting Standards
Recent Accounting Standards | 9 Months Ended |
Sep. 25, 2021 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Standards | NOTE 2: RECENT ACCOUNTING STANDARDS Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. ASU 2019-12 also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. We adopted ASU 2019-12 on December 27, 2020 and it had no material impact on our consolidated financial statements and related disclosures. Recent Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies current guidance for convertible financial instruments. ASU 2020-06 also amends derivatives guidance for certain contracts in an entity’s own equity. Finally, ASU 2020-06 amends earnings per share guidance related to convertible instruments. ASU 2020-06 is effective for us in the first quarter of fiscal year 2022. We do not expect adoption of ASU 2020-06 to have a material effect on our consolidated financial statements. |
Discontinued Operations and Hel
Discontinued Operations and Held-For-Sale Assets | 9 Months Ended |
Sep. 25, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Held-For-Sale Assets | NOTE 3: DISCONTINUED OPERATIONS AND HELD-FOR-SALE ASSETS Divestiture of Enterprise Business On March 6, 2021, we entered into a definitive agreement with a consortium led by STG, pursuant to which STG agreed to purchase our Enterprise Business for an all-cash purchase price of $ 4.0 billion, which closed on July 27, 2021. The following table presents the gain associated with the sale, presented in the results of our discontinued operations below: (in millions) Gross purchase price $ 4,000 Net assets sold ( 1,283 ) Transaction costs ( 83 ) Pre-tax gain on divestiture of Enterprise Business 2,634 Income tax expense on gain on divestiture of Enterprise Business ( 383 ) Total gain on divestiture of Enterprise Business $ 2,251 The carrying value of the net assets sold are as follow: (in millions) Accounts receivable, net $ 155 Deferred costs 95 Other current assets 16 Property and equipment, net 55 Intangible assets, net 881 Goodwill 1,413 Other long-term assets 159 Accounts payable and other current liabilities ( 57 ) Accrued compensation and benefits ( 20 ) Accrued marketing ( 9 ) Deferred revenue ( 1,345 ) Other long-term liabilities ( 60 ) Total net assets sold $ 1,283 Transition Services Agreement In connection with the divestiture of the Enterprise Business, we entered into a Transition Service Agreement (“TSA”) under which we will provide assistance to the Enterprise Business subsequent to the divestiture including, but not limited to, business support services and information technology services as well as a commercial services agreement under which we will provide certain product services and licensed technology for up to 24 months after the closing date. Income for the transition services was $ 7 million for the three months ended September 25, 2021 and was recorded as part of Other income (expense), net in our condensed consolidated statements of operations. We also received $ 13 million under the commercial services agreement and earned $ 2 million revenue for the three months ended September 25, 2021. The revenue is recorded within Net revenue on the condensed consolidated statements of operations and the remaining $ 11 million is recorded within Deferred revenue on the condensed consolidated balance sheet. Our Receivable from and Payable to Enterprise Business consisted of the following: (in millions) September 25, 2021 Receivable from Enterprise Business Proceeds receivable (1) $ 65 TSA receivables and misdirected payments 51 Total $ 116 Payable to Enterprise Business Transaction costs ( 26 ) Misdirected payments ( 24 ) Total $ ( 50 ) (1) Amount primarily related to receivable due on delayed closing in certain non-U.S. jurisdictions. In November 2021, $ 56 million of this amount was received upon closing of certain of these jurisdictions. Discontinued Operations The following table presents the aggregate amounts of the classes of assets and liabilities of the Enterprise Business classified as discontinued operations: (in millions) December 26, 2020 Assets: Accounts receivable, net $ 290 Deferred costs 96 Other current assets 16 Total current assets of discontinued operations 402 Property and equipment, net 51 Intangible assets, net 915 Goodwill 1,413 Deferred tax assets 43 Other long-term assets 156 Total assets of discontinued operations $ 2,980 Liabilities: Accounts payable and other current liabilities $ 56 Accrued compensation and benefits 18 Accrued marketing 6 Deferred revenue 892 Total current liabilities of discontinued operations 972 Deferred tax liabilities 7 Other long-term liabilities 49 Deferred revenue, less current portion 604 Total liabilities of discontinued operations $ 1,632 The following table presents information regarding certain components of income from discontinued operations, net of taxes: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Net revenue $ 104 $ 333 $ 781 $ 997 Operating income $ 26 $ 46 $ 95 $ 100 Pre-tax gain on divestiture of Enterprise Business $ 2,634 $ — $ 2,634 $ — Income before income taxes $ 2,659 $ 46 $ 2,724 $ 100 Income tax expense (1) $ 239 $ 7 $ 257 $ 25 Income from discontinued operations, net of taxes $ 2,420 $ 39 $ 2,467 $ 75 (1) Income tax expense for the three and nine months ended September 25, 2021 includes $ 383 million of income tax expense on gain on divestiture of Enterprise Business. The remaining $ 126 million of tax benefits is primarily attributable to the change in our investment in FTW as it is recognized as result of the divestiture of Enterprise Business. In July 2021, two amendments to the definitive agreement with a consortium led by STG for the purchase of the Enterprise Business were executed. The amendments modified certain provisions for assets and liabilities to be transferred as well as the timing and procedures for transfer of certain assets and employees in foreign jurisdictions in connection with the sale, and clarifying requirements for maintenance of such assets prior to transfer. The amendments also include certain other modifications or clarifications of the purchase agreement. As a result of the amendments, our results of operations for the six months ended June 26, 2021 and June 28, 2020 and our December 26, 2020 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 filed Form 10-Q for the period ended June 26, 2021. These changes resulted in decreases of $ 4 million and $ 4 million to income from discontinued operations, net of tax, for the six months ended June 26, 2021 and June 28, 2020, respectively, and total assets from discontinued assets increased $ 18 million as of December 26, 2020, as compared to the amounts reported in our previously filed Form 10-Q for the period ended June 26, 2021. These changes are reflected in the information presented above and all relevant disclosures. In connection with the sale of the Enterprise Business, we have incurred costs up to the date of the sale consisting primarily of consulting fees, legal fees, and other costs to facilitate the separation of the Enterprise Business, including incremental costs associated with data disentanglement and acceleration of data migration to the cloud. During the three and nine months ended September 25, 2021, we recorded $ 16 million and $ 77 million, respectively, for these costs. These costs are recorded within Income from discontinued operations, net of taxes, on the condensed consolidated statements of operations. The following table presents significant non-cash items and capital expenditures of discontinued operations: Nine Months Ended (in millions) September 25, 2021 September 26, 2020 Depreciation and amortization $ 43 $ 167 Equity-based compensation expense $ 36 $ 4 Additions to property and equipment $ 4 $ 6 Sale of Plano Facility On September 13, 2021, we entered into a Purchase and Sale Agreement with Capital Commercial Investments, Inc. pursuant to which the Company will sell its property (land and office building with approximately 170,000 square feet of space) and certain property and equipment located in Plano, Texas, for a purchase price of $ 31 million, net of expected costs to sell. Pursuant to the terms of the Agreement, upon closing the Company will enter into a lease agreement for a limited portion of the facility to use for transitional purposes through April 30, 2022. As a result, the assets are classified as Held-for-sale assets as of September 25, 2021. |
Revenue from Contract with Cust
Revenue from Contract with Customers | 9 Months Ended |
Sep. 25, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | NOTE 4: REVENUE FROM CONTRACTS WITH CUSTOMERS Deferred Revenue During the nine months ended September 25, 2021, we recognized $ 721 million from our deferred revenue balance as of December 26, 2020. During the nine months ended September 26, 2020, we recognized $ 630 million in revenue from our deferred revenue balance as of December 28, 2019. Transaction Price Allocated to the Remaining Performance Obligations As of September 25, 2021, we have $ 1,044 million estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied), which includes deferred revenue and amounts that will be billed and recognized as revenue in future periods. We expect to recognize approximately 91 % as revenue in the next 12 months and 9 % in the next 13 to 36 months. Net Revenue by Geographic Region Net revenue by geographic region based on the sell-to address of the end-users is as follows: Three Months Ended Nine Months Ended (in millions except percentages) September 25, 2021 % of Total September 26, 2020 % of Total September 25, 2021 % of Total September 26, 2020 % of Total Americas $ 327 66.6 % $ 260 65.8 % $ 928 66.3 % $ 742 65.5 % EMEA 113 23.0 % 93 23.5 % 326 23.3 % 268 23.7 % APJ 51 10.4 % 42 10.6 % 146 10.4 % 122 10.8 % Total net revenue $ 491 100.0 % $ 395 100.0 % $ 1,400 100.0 % $ 1,132 100.0 % Note: The Americas include U.S., Canada and Latin America; EMEA includes Europe, Middle East and Africa; APJ includes Asia Pacific and Japan. See Note 8 for individual countries that accounted for more than 10% of net revenue. Net Revenue by Channel Direct to Consumer revenue is from subscribers who transact with us directly through McAfee web properties, including those converted after the trial period of the McAfee product preinstalled on their new PC purchase or converted subsequent to their subscription period purchased from another channel. Indirect revenue is driven by users who purchase directly through a partner inclusive of mobile providers, ISPs, electronics retailers, ecommerce sites, and search providers. Net revenue by channel of the end-users is as follows: Three Months Ended Nine Months Ended (in millions except percentages) September 25, 2021 % of Total September 26, 2020 % of Total September 25, 2021 % of Total September 26, 2020 % of Total Direct to Consumer $ 356 72.5 % $ 305 77.2 % $ 1,029 73.5 % $ 879 77.7 % Indirect 135 27.5 % 90 22.8 % 371 26.5 % 253 22.3 % Total net revenue $ 491 100.0 % $ 395 100.0 % $ 1,400 100.0 % $ 1,132 100.0 % |
Leases
Leases | 9 Months Ended |
Sep. 25, 2021 | |
Leases [Abstract] | |
Leases | NOTE 5: LEASES As of September 25, 2021, we have operating leases primarily for corporate offices and data centers and no significant finance leases. Information related to our leases, including leases associated with our discontinued operations, was as follows: Nine Months Ended (in millions) September 25, 2021 September 26, 2020 Cash paid for amounts included in the measurement of lease liabilities $ 22 $ 29 Right-of-use assets obtained in exchange for lease obligations 33 16 Lease expense from continuing operations $ 8 $ 11 Lease expense from discontinued operations 7 17 Total lease expense $ 15 $ 28 Balance sheet information related to leases, excluding leases associated with our discontinued operations, was as follows: (in millions) September 25, 2021 December 26, 2020 Other long-term assets $ 29 $ 33 Accounts payable and other current liabilities $ 7 $ 8 Other long-term liabilities 35 38 Total lease liabilities $ 42 $ 46 Weighted Average Remaining Lease Term (in years) 7 8 Weighted Average Discount Rate (percentage) 6.3 % 6.3 % Maturities of lease liabilities were as follows: (in millions) September 25, 2021 Remainder of 2021 $ 3 2022 8 2023 6 2024 5 2025 5 Thereafter 26 Total lease payments 53 Less imputed interest ( 11 ) Total lease liabilities $ 42 |
Transactions with Members, Shar
Transactions with Members, Shareholders and Related Parties | 9 Months Ended |
Sep. 25, 2021 | |
Related Party Transactions [Abstract] | |
Transactions with Members, Shareholders and Related Parties | NOTE 6: TRANSACTIONS WITH MEMBERS, SHAREHOLDERS AND RELATED PARTIES Total tax and excess cash distributions to its members declared by FTW were as follows: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 FTW members excluding McAfee Corp. $ 1,726 $ 70 $ 1,878 $ 201 McAfee Corp. 1,052 — 1,142 — Total tax and excess cash distributions declared $ 2,778 $ 70 $ 3,020 $ 201 McAfee Corp. used a portion of its share of the cash distributions declared by FTW to declare or pay the dividends noted in the table below during the nine months ended September 25, 2021. Remaining distributions received by McAfee Corp. were used for corporate taxes and general corporate purposes. Declaration Date Record Date Payment Date Dividend per Share Amount December 9, 2020 December 24, 2020 January 7, 2021 $ 0.087 $ 14 March 11, 2021 March 26, 2021 April 9, 2021 $ 0.115 $ 19 June 10, 2021 June 25, 2021 July 9, 2021 $ 0.115 $ 19 August 3, 2021 August 13, 2021 August 27, 2021 $ 4.500 $ 760 September 13, 2021 September 24, 2021 October 8, 2021 $ 0.115 $ 21 Distributions and dividends of $ 66 million were recorded primarily within Accounts payable and other current liabilities on the condensed consolidated balance sheet as of September 25, 2021, and $ 51 million was paid in October 2021. As a result of the divestiture of the Enterprise Business, in August 2021 the Board of Directors of McAfee Corp. declared a special one-time cash dividend of $ 4.50 per share of Class A common stock payable to shareholders of record on August 13, 2021 (the “Special Dividend”). In connection with the declaration of the Special Dividend, the Board of Directors of McAfee Corp., as sole managing member of FTW, authorized FTW to declare a special one-time cash distribution to its members in the aggregate of $ 2.8 billion (the “Special Distribution”). The Special Distribution resulted in the payment of $ 1.7 billion to Continuing LLC Owners and $ 1.1 billion to McAfee Corp. McAfee Corp. used $ 0.8 billion of its share of the Special Distribution to pay the Special Dividend to participating shareholders on August 27, 2021 . We had these additional transactions, inclusive of discontinued operations, with TPG, Intel or other Continuing LLC Owners and companies owned or partially owned by those parties that therefore qualify as related parties. These transactions include sales of our products and purchases of various goods or services. Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Sales with related parties: Intel $ — $ 1 $ — $ 1 TPG — 1 — 1 TPG affiliates $ — $ 1 $ 1 $ 2 Other — — — 2 Total $ — $ 3 $ 1 $ 6 Payments to related parties: Intel $ — $ — $ 1 $ 2 TPG — 1 — 6 TPG affiliates 3 8 21 23 Other 11 — 13 9 Total $ 14 $ 9 $ 35 $ 40 Revenue from the sales transactions are recognized in accordance with our revenue recognition policy. Our Intel receivable, net consisted of the following: (in millions) September 25, 2021 December 26, 2020 Intel receivable (1) Tax indemnity $ 9 $ 8 Total 9 8 Intel payable (1) Tax indemnity ( 3 ) ( 2 ) Total ( 3 ) ( 2 ) Total, net (2) $ 6 $ 6 (1) We have the contractual right of offset of our receivables and payables with Intel. (2) As of September 25, 2021, $ 5 million and $ 1 million are recorded in Other current assets and Other long-term assets, respectively, on the condensed consolidated balance sheet. As of December 26, 2020, $ 3 million and $ 3 million are recorded in Other current assets and Other long-term assets, respectively, on the condensed consolidated balance sheet. In February 2020, we entered into an agreement with our former President and Chief Executive Officer to repurchase equity units for an aggregate repurchase price of $ 10 million. We also agreed to repurchase his remaining outstanding equity units in April 2021 at fair market value, contingent on the satisfaction of certain terms and conditions. Upon a sale of the company or an IPO prior to the repurchase date, the units were not required to be repurchased. The units were classified as temporary equity within Redeemable units from the time of the agreement until the IPO when they were reclassified to permanent equity. As of September 26, 2020, the estimated value of the April 2021 repurchase was $ 41 million. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 7: GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets disposed of as a result of our agreement with STG to sell certain assets of Enterprise Business were included in assets of discontinued operations in our condensed consolidated balance sheets as of December 26, 2020, and accordingly, are excluded from the tables below. Intangible Assets, Net September 25, 2021 December 26, 2020 (in millions) Gross Assets Accumulated Net Gross Assets Accumulated Net Intangible assets subject to amortization: Customer relationships and other $ 758 $ ( 619 ) $ 139 $ 758 $ ( 556 ) $ 202 Acquired and developed technology 517 ( 472 ) 45 517 ( 401 ) 116 Total intangible assets subject to 1,275 ( 1,091 ) 184 1,275 ( 957 ) 318 Intangible assets not subject to amortization: Brand 411 — 411 411 — 411 Total intangible assets not subject to 411 — 411 411 — 411 Total intangible assets $ 1,686 $ ( 1,091 ) $ 595 $ 1,686 $ ( 957 ) $ 729 Amortization expense for purchased and developed intangible assets is as follows: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Statements of Operations Classification Customer relationships and other $ 13 $ 36 $ 63 $ 108 Amortization of intangibles Acquired and developed technology 22 26 71 80 Cost of sales Total $ 35 $ 62 $ 134 $ 188 Based on identified intangible assets that are subject to amortization as of September 25, 2021, we expect future amortization expense to be as follows: (in millions) Total Remainder of 2021 $ 36 2022 76 2023 28 2024 20 2025 19 Thereafter 5 Total $ 184 |
Segment And Geographic Informat
Segment And Geographic Information | 9 Months Ended |
Sep. 25, 2021 | |
Segment Reporting [Abstract] | |
Segment And Geographic Information | NOTE 8: SEGMENT AND GEOGRAPHIC INFORMATION Historically, we had two operating segments, which also represented our reportable segments and reporting units. The Consumer segment focused on providing security solutions for consumers, while the Enterprise segment focused on providing security solutions for large enterprise, governments, small and medium-sized businesses. On March 6, 2021, we entered into a definitive agreement to sell certain assets together with certain liabilities of our Enterprise Business to STG, representing substantially all of our Enterprise segment. The divestiture of the Enterprise Business, which was completed on July 27, 2021, allows us to shift our operational focus to our Consumer business and represents a strategic shift in our operations. Therefore, the results of our Enterprise Business until the closing of the sale were classified as discontinued operations in our condensed consolidated statements of operations and thus excluded from both continuing operations and segment results for all periods presented. Accordingly, we now have one reportable segment with the change reflected in all periods presented. Net revenue by country based on the sell-to address of the end-users is as follows: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 U.S. $ 300 $ 238 $ 852 $ 680 Other (1) 191 157 548 452 Total net revenue $ 491 $ 395 $ 1,400 $ 1,132 (1) No other individual country accounted for more than 10% of net revenue. |
Restructuring And Transition Ch
Restructuring And Transition Charges | 9 Months Ended |
Sep. 25, 2021 | |
Restructuring And Related Activities [Abstract] | |
Restructuring And Transition Charges | NOTE 9: RESTRUCTURING AND TRANSITION CHARGES Restructuring charges generally include significant actions impacting the way we manage our business. Employee severance and benefit charges are largely based upon substantive severance plans, while some charges result from mandated requirements in certain foreign jurisdictions. These charges include items such as employee severance, ongoing benefits, and excess payroll costs directly attributable to the restructuring plan. Transition charges are costs incurred subsequent to the divestiture of the Enterprise Business in support of the transition services agreement. These costs include legal, advisory, consulting and other costs and are generally paid when incurred. In connection with divestiture of the Enterprise Business, a portion of our Restructuring and transition charges were classified to discontinued operations for all periods presented. Restructuring and transition charges are as follows: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Employee severance and benefits $ — $ — $ 8 $ 1 Transition charges 27 — 27 — Restructuring and transition charges attributable to continuing operations 27 — 35 1 Employee severance and benefits 1 — 25 8 Facility restructuring — — 1 — Restructuring charges attributable to discontinued operations 1 — 26 8 Total restructuring and transition charges $ 28 $ — $ 61 $ 9 In January 2020, we commenced the 2020 transformation initiative, in which we realigned our staffing across various departments. As part of the initiative, we incurred employee severance and benefits costs of $ 1 million recorded in restructuring charges in the condensed consolidated statement of operations for the nine months ended September 26, 2020. In December 2020, we initiated a workforce reduction and other restructuring activities designed to continue to improve operating margins in connection with the reorientation of our Enterprise Business and realignment of staffing in other departments, which was announced in February 2021 following the notification of affected employees. These activities have been substantially completed. As part of the initiative, in December 2020 we recognized $ 16 million in connection with the workforce reduction and other restructuring activities. During the three and nine months ended September 25, 2021, we recognized $ 1 million and $ 34 million, respectively, of employee severance and benefits and facility restructuring charges in Restructuring and transition charges within the condensed consolidated statement of operations. These charges consist primarily of one-time termination benefits to the impacted employees, including severance payments and healthcare and other accrued benefits. We may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the workforce reduction. The balance of our restructuring and transition activities are as follows: (in millions) Total Employee severance and benefits As of December 26, 2020 $ 16 Additional accruals, inclusive of expenses attributed to discontinued operations 33 Cash payments ( 46 ) As of September 25, 2021 $ 3 |
Employee Incentives
Employee Incentives | 9 Months Ended |
Sep. 25, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Incentives | NOTE 10: EMPLOYEE INCENTIVES Equity-Based Compensation Equity-based compensation costs recognized in our condensed consolidated statements of operations were: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Cost of sales $ 1 $ — $ 3 $ — Sales and marketing 2 — 9 1 Research and development 6 1 16 1 General and administrative 8 4 22 19 Total equity-based compensation expense from continuing operations 17 5 50 21 Discontinued operations ( 9 ) 1 36 4 Total equity-based compensation expense $ 8 $ 6 $ 86 $ 25 As of September 25, 2021, there was $ 186 million of unrecognized equity-based compensation cost, which is expected to be recognized over a weighted average vesting period of 2.7 years. During the nine months ended September 25, 2021, we granted 1.8 million Restricted Stock Units (“RSU”s) with a grant date fair value of $ 42 million as part of the divestiture of the Enterprise Business (“Enterprise RSU grant”). The Enterprise RSU grants are expected to vest over a weighted average service period of less than one year . During the nine months ended September 25, 2021, we granted an additional 4.9 million RSU's with a grant date fair value of $ 109 million. These RSUs are generally expected to vest over a four-year period. We also granted 0.6 million Performance Stock Units (“PSU”s) with a fair value of $ 13 million. PSUs are generally expected to vest over a weighted average three-year period. In connection with the special dividend (Note 6), the Board authorized two changes to outstanding equity awards. First, on our unvested RSUs and PSUs as of August 13, 2021, the Board authorized an increase to the outstanding number of units of approximately 17 % or 2.2 million units. Second, on our unexercised stock options as of August 13, 2021, the Board authorized a reduction of the strike price of $ 4.50 , equal to the per unit amount paid for the special dividend. As these changes were intended to “make-whole” holders of these instruments, changes were not applied where circumstances allowed an individual or award type a contractual right to participate in the special dividend. Deferred Cash and Equity As of September 25, 2021, our outstanding deferred cash and equity related to our acquisitions is as follows: (in millions) Outstanding deferred cash and equity balance at December 26, 2020 $ 13 Accruals 6 Cash payment ( 15 ) Outstanding deferred cash and equity balance at September 25, 2021 $ 4 As of September 25, 2021, we have no unrecognized expense relating to deferred cash. Deferred cash is recorded within Accrued compensation and benefits on the condensed consolidated balance sheet. |
Debt
Debt | 9 Months Ended |
Sep. 25, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 11: DEBT Our long-term debt balance consisted of the following: (in millions) September 25, 2021 December 26, 2020 Long-term debt, net: 1 st Lien USD Term Loan (1) $ 2,355 $ 2,701 1 st Lien Euro Term Loan (2) 585 1,298 Long-term debt, net of unamortized discounts 2,940 3,999 Unamortized deferred financing costs ( 7 ) ( 12 ) Current installments of long-term debt ( 44 ) ( 44 ) Total $ 2,889 $ 3,943 (1) During the nine months ended September 25, 2021, the weighted average interest rate was 3.9 % (2) During the nine months ended September 25, 2021, the weighted average interest rate was 3.5 % Long-Term Debt As of September 25, 2021, the material terms of our outstanding debt remain unchanged from those described in our consolidated financial statements as of December 26, 2020. In August 2021, we used a portion of the proceeds of the divestiture of the Enterprise Business (Note 3) to prepay $ 332 million of 1st Lien USD Term Loan and € 563 million of 1st Lien Euro Term Loan. In connection with this prepayment, we incurred a loss on extinguishment of debt of $ 10 million related to recognition of unamortized discount and deferred financing costs recorded in Interest expense on the condensed consolidated statement of operations. Revolving Credit Facility As of September 25, 2021 and December 26, 2020, we had a letter of credit of $ 4 million issued against the Revolving Credit Facility and $ 660 million of undrawn capacity under the Revolving Credit Facility, for which our commitment fee on the unused portion was 0.25 %. Debt Covenants and Restrictions No event of default had occurred under any of our debt obligations as of September 25, 2021. We were not required to make any additional prepayments above the 0.25 % per quarter amortization of the 1 st Lien Term Loans during the nine months ended September 25, 2021. |
Income Tax
Income Tax | 9 Months Ended |
Sep. 25, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 12: INCOME TAX McAfee Corp. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from FTW based upon McAfee Corp.’s economic interest in FTW. FTW is a pass through entity for U.S. federal income tax purposes and will not incur any federal income taxes either for itself or its U.S. subsidiaries that are also pass through or disregarded subsidiaries. Taxable income or loss for these entities will flow through to its respective members for U.S. tax purposes. FTW does have certain U.S. and foreign subsidiaries that are corporations and are subject to income tax in their respective jurisdictions. We consider many factors when evaluating and estimating our tax positions, which may require periodic adjustments and may not accurately anticipate actual outcomes. Tax position recognition is a matter of judgment based on the individual facts and circumstances of our position evaluated in light of all available evidence. As of September 25, 2021 and December 26, 2020, we had uncertain tax positions, including interest and penalties, of $ 12 million and $ 16 million, respectively, primarily recorded within Other long-term liabilities and Other long-term assets on the condensed consolidated balance sheets. In the next 12 months, it is reasonably possible to have an audit closure or statute expirations in one of our foreign jurisdictions. We do not believe the amount to have a significant impact to our consolidated financial statements. A portion of income taxes and uncertain tax positions has been indemnified by Intel (Note 6). Tax Receivable Agreement Liability and Deferred Tax Assets On July 27, 2021, we completed the divestiture of the Enterprise Business (Note 3). For the nine months ended September 25, 2021, of the $ 257 million of taxes recognized in discontinued operations, income tax expense related to the divestiture was $ 383 million. The remaining $ 126 million of tax benefits is primarily attributable to the change in our investment in FTW that is recorded in discontinued operations as it is recognized as result of the Enterprise sale transaction. As a result of the divestiture, we expect to utilize certain deferred tax assets from the domestic portion of the gain on the sale. In addition to objectively verifiable evidence, we have considered subjective evidence, such as our projections for future growth, in evaluating if the realizability of the net deferred tax assets has met the more likely than not recognition criteria. We have concluded that a full valuation allowance against the net deferred tax assets of our domestic entities will no longer be required. During the three months ended September 25, 2021, we have released $ 200 million of the $ 213 million of valuation allowance that existed as of December 26, 2020. An additional valuation allowance of $ 11 million is expected to be released in the fourth quarter as part of the annual effective tax rate calculation. The remaining valuation allowance of $ 2 million relates to state net operating loss carryforwards that we have determined are not more likely than not going to be utilized. In addition, we recognized a deferred tax asset of $ 167 million with a corresponding charge to equity for exchanges (the “Exchanges”) in fiscal 2021. Changes to our deferred tax asset consisted of the following: Offset To (in millions) Deferred Tax Asset Additional Paid-in Capital Provision for Income Tax (Expense) Benefits Income from Discontinued Operations Release of valuation allowance on deferred tax assets $ 200 $ — $ 184 $ 16 Exchanges and tax attributes in Fiscal 2021 167 167 — — As the net deferred tax assets have been recognized as of the date of divestiture, the full liability under the TRA also became probable. Therefore, for the three months ended September 25, 2021, we have recognized an additional long-term TRA liability of $ 380 million. The remeasurement of the TRA liability as of the date of divestiture, including 2021 exchanges of LLC Units for Class A shares in the Company prior to the remeasurement, resulted in an additional TRA expense of $ 298 million for the three months ended September 25, 2021. The TRA liability that is a result of the exchanges after the date of divestiture was recorded as a reduction to equity of $ 82 million. Our TRA balances and changes to them consisted of the following: TRA Liability Offset To (in millions) Current Portion Noncurrent Portion Additional Paid-in Capital Other Income Income from Discontinued Operations As of December 26, 2020 $ 2 $ — Exchanges and tax attributes that existed prior to divestiture — 310 $ — $ ( 306 ) $ ( 4 ) Exchanges and tax attributes that existed on or after divestiture — 82 ( 82 ) — — As of September 25, 2021 $ 2 $ 392 $ ( 82 ) $ ( 306 ) $ ( 4 ) See Note 18 to the condensed consolidated financial statements for further information on changes to the TRA subsequent to September 25, 2021. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Interest Rate Swaps | 9 Months Ended |
Sep. 25, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments and Interest Rate Swaps | NOTE 13: FAIR VALUE OF FINANCIAL INSTRUMENTS AND INTEREST RATE SWAPS Fair Value of Financial Instruments For assets and liabilities that are measured using quoted prices in active markets (Level 1), total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs, discounts or blockage factors. Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities (Level 2), adjusted for contract restrictions and other terms specific to that asset or liability. For these items, a significant portion of fair value is derived by reference to quoted prices of similar assets or liabilities in active markets. For all remaining assets and liabilities, fair value is derived using other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques (Level 3) and not based on market exchange, dealer or broker traded transactions. These valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. The fair value of our financial instruments are as follows: (in millions) Level 1 Level 2 Level 3 As of September 25, 2021 Financial instruments not carried at fair value: Long-term debt, gross of discounts and deferred $ — $ ( 2,970 ) $ — Financial instruments carried at fair value: Interest rate swaps $ — $ ( 75 ) $ — As of December 26, 2020 Financial instruments not carried at fair value: Long-term debt, gross of discounts and deferred $ — $ ( 4,033 ) $ — Financial instruments carried at fair value: Interest rate swaps $ — $ ( 119 ) $ — The fair value of the debt is based on third party quotations and is therefore classified as Level 2. The fair value of our derivative financial instruments, including interest rate swaps, are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 fair value measurement inputs such as spot rates, foreign currency exchange rates, and the instrument’s term, notional amount and discount rate. The fair values of our financial instruments included in Cash and cash equivalents, Accounts receivable, net, Other current assets, Accounts payable and other current liabilities on the condensed consolidated balance sheets approximate their carrying amounts due to their short maturities. We measure the fair value of money market accounts, included in Cash and cash equivalents on the condensed consolidated balance sheets, on a recurring basis and have classified them as Level 1 because the fair value is measured with quoted prices in active markets. These amounts have been excluded from the table. There were no transfers of assets or liabilities between fair value measurement levels. Transfers between fair value measurement levels are recognized at the end of the reporting period. Interest Rate Swaps We have multiple interest rate swaps in order to fix the LIBOR portion of our USD denominated variable rate borrowings (Note 11). As of September 25, 2021, the outstanding effective arrangements were as follows: Notional Value Effective Date Expiration Date Fixed Rate $ 100 January 29, 2018 January 29, 2022 2.41 % $ 275 January 29, 2018 January 29, 2023 2.48 % $ 275 January 29, 2018 January 29, 2023 2.49 % $ 475 March 29, 2019 March 29, 2024 2.40 % $ 750 March 4, 2020 September 29, 2024 2.07 % $ 250 March 29, 2020 March 29, 2024 0.93 % $ 225 January 29, 2021 January 29, 2024 0.42 % In August 2021, we terminated $ 150 million of our $ 250 million notional interest rate swap that had an expiration date of January 29, 2022 with a $ 2 million payment. The gross amounts of our interest rate swaps, which are subject to master netting arrangements, were as follows: (in millions) Gross Gross Net amounts As of September 25, 2021 Other long-term assets $ 1 $ ( 1 ) $ — Accounts payable and other current liabilities ( 39 ) — ( 39 ) Other long-term liabilities ( 37 ) 1 ( 36 ) As of December 26, 2020 Accounts payable and other current liabilities $ ( 43 ) $ — $ ( 43 ) Other long-term liabilities ( 76 ) — ( 76 ) |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 25, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | NOTE 14: REDEEMABLE NONCONTROLLING INTERESTS We report a RNCI based on the LLC Units of FTW held by Continuing LLC Owners and vested MIUs held by Management Owners. The Continuing LLC Owners (or certain permitted transferees), subject to certain restrictions, can exchange their LLC Units for shares of Class A common stock on a one -for-one basis (simultaneously cancelling an equal number of shares of Class B common stock of the exchanging member), subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions, or, at the option of the Company, for cash (based on the market price of the shares of our Class A common stock). The holders of MIUs also have the right, from time to time and subject to certain restrictions, to exchange their MIUs for LLC Units, which will then be immediately redeemed for cash or shares of Class A common stock, at the option of the Company, based on the value of such MIUs relative to their applicable distribution threshold. The Company’s decision of whether to exchange LLC Units for Class A common stock or cash is currently made solely at the discretion of the Continuing LLC Owners through their control of our Board of Directors. Accordingly, the LLC Units owned by the Continuing LLC Owners are treated as RNCI as the holders have the option to exchange their LLC Units for cash or for shares of the Corporation’s Class A common stock. The RNCI is reported at the greater of the redemption value of the units or the carrying value as of the balance sheet date, with a corresponding adjustment to Additional paid-in capital. The redemption value of our redeemable noncontrolling interests was derived from the closing stock price of the Company’s Class A common stock on the last day of the period. Future redemptions or direct exchanges of LLC Units by the Continuing LLC Owners will result in a change in ownership and reduce or increase the carrying value of the RNCI and increase or decrease Additional paid-in capital when FTW has positive or negative net assets, respectively. The following table summarizes the ownership and economic interest in FTW LLC: September 25, 2021 December 26, 2020 (in millions except percentages) Units Outstanding Ownership % Units Outstanding Ownership % Number of LLC Units held by McAfee Corp. 179.9 40.8 % 161.3 37.2 % Number of LLC Units and vested MIUs held by RNCI 261.2 59.2 % 272.5 62.8 % Total LLC Units and vested MIUs outstanding 441.1 100.0 % 433.8 100.0 % |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 25, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 15: EARNINGS PER SHARE Basic earnings per share is computed by dividing net income attributable to McAfee Corp. for the periods subsequent to the Reorganization Transactions by the weighted average number of shares of Class A common stock outstanding for the same period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period in which the shares were outstanding. Diluted earnings per share has been computed in a manner consistent with that of basic net income per share while giving effect to shares of potentially dilutive common stock that were outstanding during the period. Prior to the Reorganization Transactions, the FTW capital structure primarily included FTW LLC Units. Certain holders of these units exchanged their FTW LLC units for Class A common stock of the Corporation in the Reorganization Transactions with the remaining FTW LLC Units reflecting RNCI in the Corporation. The completion of the Reorganization Transactions created the Corporation’s current capital structure, which is not reflective of the capital structure of FTW’s business prior to the Reorganization Transactions. Therefore, earnings per share information has not been presented for the three and nine months ended September 26, 2020. Shares of Class B common stock do not share in the earnings or losses attributable to McAfee Corp. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related FTW LLC Units, are exchangeable into shares of Class A common stock on a one -for-one basis. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock for the three and nine months ended September 25, 2021, the periods wherein the Corporation had outstanding Class A common stock. Three Months Ended Nine Months Ended (in millions except per share data) September 25, 2021 September 25, 2021 Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Numerator: Net income (loss) attributable to McAfee Corp., basic and diluted $ ( 92 ) $ 834 $ 742 $ ( 40 ) $ 848 $ 808 Denominator: Weighted average shares of Class A common stock outstanding, basic and diluted 170.3 170.3 170.3 165.9 165.9 165.9 Earnings per share attributable to Earnings per share, basic and diluted (1) $ ( 0.54 ) $ 4.90 $ 4.36 $ ( 0.24 ) $ 5.11 $ 4.87 (1) For the three and nine months ended September 25 , 2021, 278.4 million and 274.6 million weighted average units were excluded from dilution, respectively. The excluded units consist primarily of RNCI that is excluded from dilution because its effects would have been anti-dilutive. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 25, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable Interest Entities | NOTE 16: VARIABLE INTEREST ENTITIES Upon completion of our IPO, McAfee Corp. became the sole managing member of FTW with 100 % of the management and voting power in FTW. In its capacity as managing member, McAfee Corp. has the sole authority to make decisions on behalf of FTW and bind FTW to signed agreements. Further, FTW maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights. Accordingly, management concluded that FTW is a limited partnership or similar legal entity as contemplated in ASC 810, Consolidation. Further, management concluded that McAfee Corp. is FTW’s primary beneficiary based on two conditions. First, McAfee Corp., in its capacity as managing member with sole voting rights, has the power to direct the activities of FTW that most significantly impact its economic performance, including selecting, terminating and setting the compensation of management responsible for FTW’s policies and procedures, as well as establishing the strategic, operating and capital decisions of FTW in the ordinary course of business. Second, McAfee Corp. has an obligation to absorb potential losses of FTW or the right to receive potential benefits from FTW in proportion to its equity interest. As the primary beneficiary, McAfee Corp. consolidates the results of FTW for financial reporting purposes under the variable interest consolidation model guidance in ASC 810. The following table reflects the balance sheet of FTW that is consolidated within the condensed consolidated balance sheets, including Receivable from Parent, net and McAfee Corp.’s interest in the variable interest entity (“VIE”) that are eliminated upon consolidation. (in millions) September 25, 2021 December 26, 2020 Assets Current assets: Cash and cash equivalents $ 567 $ 231 Accounts receivable, net 124 102 Deferred costs 171 137 Receivable from Enterprise Business 116 — Other current assets 36 42 Held-for-sale assets 31 — Current assets of discontinued operations — 402 Total current assets 1,045 914 Property and equipment, net 55 98 Goodwill 1,018 1,018 Identified intangible assets, net 595 729 Deferred tax assets 44 24 Receivable from Parent, net — 46 Other long-term assets 92 67 Long-term assets of discontinued operations — 2,578 Total assets $ 2,849 $ 5,474 Liabilities and deficit Current liabilities: Accounts payable and other current liabilities $ 276 $ 219 Accrued compensation and benefits 66 179 Accrued marketing 101 118 Income taxes payable 44 14 Long-term debt, current portion 44 44 Liability to Parent, net 4 — Deferred revenue 953 823 Payable to Enterprise Business 50 — Current liabilities of discontinued operations — 972 Total current liabilities 1,538 2,369 Long-term debt, net 2,889 3,943 Deferred tax liabilities 17 5 Other long-term liabilities 130 155 Deferred revenue, less current portion 91 80 Long-term liabilities of discontinued operations — 660 Total liabilities 4,665 7,212 Members’ deficit: Deficit attributable to Continuing LLC Owners ( 1,075 ) ( 1,092 ) Deficit attributable to McAfee Corp. ( 741 ) ( 646 ) Total deficit ( 1,816 ) ( 1,738 ) Total liabilities and deficit $ 2,849 $ 5,474 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 25, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 17: COMMITMENTS AND CONTINGENCIES As of September 25, 2021, we have unconditional purchase obligations, including those related to our discontinued operations in connection with costs to support our obligations under our transition services agreement, of $ 420 million that expire at various dates through 2026 and guarantees of $ 10 million that expire at various dates through 2028 . We are a party to various legal proceedings that have arisen in the ordinary course of our business. At present, we do not expect that any ordinary course legal proceedings, individually or in the aggregate, will have a material adverse effect on our business, results of operations, financial condition or cash flows. In the ordinary course of our business, we are subject to examination by taxing authorities for both direct and indirect taxes in many of the domestic and foreign jurisdictions in which we operate. We are unable to make a reasonably reliable estimate as to when or if settlements with taxing authorities may occur. However, we do not anticipate that the resolution of these tax matters or any events related thereto will have a material adverse effect on our business, results of operations, financial condition or cash flows. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 25, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 18: SUBSEQUENT EVENTS On November 5, 2021 , the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Condor BidCo, Inc., a Delaware corporation (“Parent”), and Condor Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which Merger Subsidiary will merge with and into the Company whereupon the separate corporate existence of Merger Subsidiary will cease and the Company will be the surviving corporation in the Merger (the “Surviving Corporation”) and will continue as a wholly owned subsidiary of Parent (the “Merger”). As a result of the Merger, at the effective time of the Merger (the “Effective Time”) (subject to certain exceptions, including for shares of Class A Common Stock of the Company and Class B Common Stock of the Company (collectively, the “Company Stock”) owned by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware), each share of Company Stock outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive $ 26.00 in cash, without interest (the per share consideration, the “Per Share Consideration” and the aggregate consideration, the “Merger Consideration”). Pursuant to the Merger Agreement, immediately prior to the Effective Time, except as provided therein, (i) the Company will require each member of FTW to effect an exchange of all such member’s vested MIUs (if any) for New Class A Units, and, thereafter, will require each member to effect a redemption of all of such member’s Class A LLC Units and Class B Common Stock in exchange for shares of Class A Common Stock (the “Exchange and Redemption”) and (ii) each share of Class B Common Stock will automatically be canceled immediately upon the consummation of the Exchange and Redemption, such that no shares of Class B Common Stock remain outstanding immediately prior to the Effective Time. In addition, the Board shall take all actions so that all MIUs of FTW shall be vested in full as of immediately prior to the Exchange and Redemption. Pursuant to the Merger Agreement, immediately prior to the Effective Time: (i) each in-the-money option to purchase shares of Company Stock (a “Company Stock Option”) that is outstanding and vested (including each in-the-money option that accelerates and becomes vested by its terms in connection with the transactions) will be canceled and converted into the right to receive, without interest, an amount in cash determined by multiplying the excess of the Per Share Consideration over the option exercise price by the number of shares of Company Stock subject to such option as of immediately prior to the Effective Time; (ii) each Company Stock Option that is not an in-the-money Company Stock Option shall be canceled for no consideration; (iii) each restricted stock unit (“Company RSU”) and performance stock unit (“Company PSU”, and collectively with the Company Stock Options, shares of restricted Company Stock and Company RSUs, “Company Awards”) with respect to Company Stock that is outstanding and vested (including each Company RSU and each Company PSU that accelerates and becomes vested by its terms in connection with the transactions) will be canceled and converted into the right to receive, without interest, an amount in cash equal to the number of shares of Company Stock subject to the vested Company RSU or Company PSU award as of immediately prior to the Effective Time multiplied by the Per Share Consideration; and (iv) each Company Award that is then outstanding and not vested will be converted into a cash award, which will remain subject to the same time-vesting terms and conditions that apply immediately prior to closing, will be paid out on the next payroll date following the applicable vesting date, so long as the applicable portion becomes vested prior to the holder’s termination of service, and will be subject to vesting, payment and other conditions that are no less favorable to the holder than those that applied to the corresponding award immediately prior to closing. Each cash award will provide the holder with the opportunity to be paid an amount in cash equal to (1) with respect to each in-the-money Company Stock Option that is not vested, (A) the excess of the Per Share Consideration over the option exercise price of such in-the-money Company Stock Option multiplied by (B) the number of shares of Common Stock subject to such in-the-money Company Stock Option as of immediately prior to the closing and (2) with respect to each restricted stock award, Company RSU, or Company PSU that is not vested, (A) the number of shares of Company Stock subject to such restricted stock award, Company RSU, or Company PSU as of immediately prior to the closing multiplied by (B) the Per Share Consideration; provided, that (x) in the case of a Company PSU that is not vested and that has an applicable one-year performance period that ends on or ended prior to the closing, for purposes of determining the number of shares of Company Stock subject to such Company PSU converted into the Cash Award, such Company PSU shall be deemed earned based on the actual performance during such performance period, and (y) in the case of a Company PSU that is not vested and that has an applicable one-year performance period that ends after the closing, for purposes of determining the number of shares of Company Stock subject to such Company PSU converted into the Cash Award, the number of shares of Company Stock subject to such Company PSU shall be determined as though such performance conditions were satisfied at the applicable target levels. Each award payable in a fixed amount of cash issued in connection with the initial public offering of the Company to employees in certain jurisdictions, and each right to receive previously accrued but not yet paid cash dividends or distributions in respect of Company Awards, Class A LLC Units, or MIUs of FTW will be assumed, honored, or continued in accordance with its terms defined in the Merger Agreement. The Company has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants to use reasonable best efforts to conduct its business in the ordinary course during the period between the date of the Merger Agreement and the Closing. The parties have agreed to use reasonable best efforts to take all actions necessary to consummate the merger, including cooperating to obtain the regulatory approvals necessary to complete the Merger. Until 11:59 p.m. (New York City time) on the date that is (i) forty five (45) calendar days following the date of the Merger Agreement (the “No Shop Period Start Date”) or (ii) in respect of any Excluded Party (as defined in the Merger Agreement), fifteen (15) days after the No Shop Period Start Date (the “Cut-Off Date”; such time period, the “Go Shop Period”), the Company, its subsidiaries and their respective directors, officers, employees and other representatives have the right to, among other things, directly or indirectly, (1) solicit alternative acquisition proposals and (2) provide information (including nonpublic information) to third parties in connection therewith pursuant to an acceptable confidentiality agreement. From and after the Cut-Off Date or the No Shop Period Start Date (as applicable), the Company, its subsidiaries and its and their respective representatives must comply with customary non-solicitation restrictions. Subject to certain customary “fiduciary out” exceptions, the Board is required to recommend that the Company’s stockholders adopt the Merger Agreement. In connection with the closing of the Merger, the Company, FTW and certain other parties thereto have entered into a Tax Receivable Agreement and LLC Agreement Amendment (the “Amendment”). The Amendment provides for, among other things, (i) the payment of amounts due under the tax receivable agreement currently in effect (the “TRA”) with respect to U.S. federal income tax year 2020 of the Company in accordance with the terms of the TRA up to an aggregate amount of $ 2 million, which payments shall be paid no later than 10 business days prior to the Closing Date, (ii) the suspension of all other payments under the TRA from and after November 5, 2021 and (iii) the amendment of the TRA, effective as of immediately prior to and contingent upon the occurrence of the Effective Time of the Merger, which shall result in the TRA (and all of the Company’s obligations thereunder, including the obligation to make any of the foregoing suspended payments) terminating immediately prior to the Effective Time of the Merger. The obligation of the parties to consummate the Merger is subject to receipt of stockholder approval, the expiration of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of clearance under other regulatory approvals, clearance by the Committee on Foreign Investment in the United States and other customary conditions. |
Recent Accounting Standards (Po
Recent Accounting Standards (Policies) | 9 Months Ended |
Sep. 25, 2021 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. ASU 2019-12 also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. We adopted ASU 2019-12 on December 27, 2020 and it had no material impact on our consolidated financial statements and related disclosures. |
Recent Accounting Standards Not Yet Adopted | Recent Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies current guidance for convertible financial instruments. ASU 2020-06 also amends derivatives guidance for certain contracts in an entity’s own equity. Finally, ASU 2020-06 amends earnings per share guidance related to convertible instruments. ASU 2020-06 is effective for us in the first quarter of fiscal year 2022. We do not expect adoption of ASU 2020-06 to have a material effect on our consolidated financial statements. |
Discontinued Operations and H_2
Discontinued Operations and Held For Sale Assets (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule Of Gain Before Income Taxes Associated With The Sale | The following table presents the gain associated with the sale, presented in the results of our discontinued operations below: (in millions) Gross purchase price $ 4,000 Net assets sold ( 1,283 ) Transaction costs ( 83 ) Pre-tax gain on divestiture of Enterprise Business 2,634 Income tax expense on gain on divestiture of Enterprise Business ( 383 ) Total gain on divestiture of Enterprise Business $ 2,251 |
Schedule Of Carrying Value of the Net Assets Sold Disposal Group | The carrying value of the net assets sold are as follow: (in millions) Accounts receivable, net $ 155 Deferred costs 95 Other current assets 16 Property and equipment, net 55 Intangible assets, net 881 Goodwill 1,413 Other long-term assets 159 Accounts payable and other current liabilities ( 57 ) Accrued compensation and benefits ( 20 ) Accrued marketing ( 9 ) Deferred revenue ( 1,345 ) Other long-term liabilities ( 60 ) Total net assets sold $ 1,283 |
Receivable from and Payable to Purchaser of Enterprise Business | Our Receivable from and Payable to Enterprise Business consisted of the following: (in millions) September 25, 2021 Receivable from Enterprise Business Proceeds receivable (1) $ 65 TSA receivables and misdirected payments 51 Total $ 116 Payable to Enterprise Business Transaction costs ( 26 ) Misdirected payments ( 24 ) Total $ ( 50 ) (1) Amount primarily related to receivable due on delayed closing in certain non-U.S. jurisdictions. In November 2021, $ 56 million of this amount was received upon closing of certain of these jurisdictions. |
Schedule of Assets and Liabilities to be Sold | Discontinued Operations The following table presents the aggregate amounts of the classes of assets and liabilities of the Enterprise Business classified as discontinued operations: (in millions) December 26, 2020 Assets: Accounts receivable, net $ 290 Deferred costs 96 Other current assets 16 Total current assets of discontinued operations 402 Property and equipment, net 51 Intangible assets, net 915 Goodwill 1,413 Deferred tax assets 43 Other long-term assets 156 Total assets of discontinued operations $ 2,980 Liabilities: Accounts payable and other current liabilities $ 56 Accrued compensation and benefits 18 Accrued marketing 6 Deferred revenue 892 Total current liabilities of discontinued operations 972 Deferred tax liabilities 7 Other long-term liabilities 49 Deferred revenue, less current portion 604 Total liabilities of discontinued operations $ 1,632 |
Summary of Components of Income | The following table presents information regarding certain components of income from discontinued operations, net of taxes: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Net revenue $ 104 $ 333 $ 781 $ 997 Operating income $ 26 $ 46 $ 95 $ 100 Pre-tax gain on divestiture of Enterprise Business $ 2,634 $ — $ 2,634 $ — Income before income taxes $ 2,659 $ 46 $ 2,724 $ 100 Income tax expense (1) $ 239 $ 7 $ 257 $ 25 Income from discontinued operations, net of taxes $ 2,420 $ 39 $ 2,467 $ 75 (1) Income tax expense for the three and nine months ended September 25, 2021 includes $ 383 million of income tax expense on gain on divestiture of Enterprise Business. The remaining $ 126 million of tax benefits is primarily attributable to the change in our investment in FTW as it is recognized as result of the divestiture of Enterprise Business. |
Summary of Significant Non-Cash Items and Capital Expenditures | The following table presents significant non-cash items and capital expenditures of discontinued operations: Nine Months Ended (in millions) September 25, 2021 September 26, 2020 Depreciation and amortization $ 43 $ 167 Equity-based compensation expense $ 36 $ 4 Additions to property and equipment $ 4 $ 6 |
Revenue from Contract with Cu_2
Revenue from Contract with Customers (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Revenue by Geographic Region | Net revenue by geographic region based on the sell-to address of the end-users is as follows: Three Months Ended Nine Months Ended (in millions except percentages) September 25, 2021 % of Total September 26, 2020 % of Total September 25, 2021 % of Total September 26, 2020 % of Total Americas $ 327 66.6 % $ 260 65.8 % $ 928 66.3 % $ 742 65.5 % EMEA 113 23.0 % 93 23.5 % 326 23.3 % 268 23.7 % APJ 51 10.4 % 42 10.6 % 146 10.4 % 122 10.8 % Total net revenue $ 491 100.0 % $ 395 100.0 % $ 1,400 100.0 % $ 1,132 100.0 % Net revenue by country based on the sell-to address of the end-users is as follows: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 U.S. $ 300 $ 238 $ 852 $ 680 Other (1) 191 157 548 452 Total net revenue $ 491 $ 395 $ 1,400 $ 1,132 (1) No other individual country accounted for more than 10% of net revenue. |
Schedule of Revenue by Channel | Net revenue by channel of the end-users is as follows: Three Months Ended Nine Months Ended (in millions except percentages) September 25, 2021 % of Total September 26, 2020 % of Total September 25, 2021 % of Total September 26, 2020 % of Total Direct to Consumer $ 356 72.5 % $ 305 77.2 % $ 1,029 73.5 % $ 879 77.7 % Indirect 135 27.5 % 90 22.8 % 371 26.5 % 253 22.3 % Total net revenue $ 491 100.0 % $ 395 100.0 % $ 1,400 100.0 % $ 1,132 100.0 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Leases [Abstract] | |
Schedule of Information Related to Leases | Information related to our leases, including leases associated with our discontinued operations, was as follows: Nine Months Ended (in millions) September 25, 2021 September 26, 2020 Cash paid for amounts included in the measurement of lease liabilities $ 22 $ 29 Right-of-use assets obtained in exchange for lease obligations 33 16 Lease expense from continuing operations $ 8 $ 11 Lease expense from discontinued operations 7 17 Total lease expense $ 15 $ 28 |
Schedule of Balance Sheet Information Related to Leases | Balance sheet information related to leases, excluding leases associated with our discontinued operations, was as follows: (in millions) September 25, 2021 December 26, 2020 Other long-term assets $ 29 $ 33 Accounts payable and other current liabilities $ 7 $ 8 Other long-term liabilities 35 38 Total lease liabilities $ 42 $ 46 Weighted Average Remaining Lease Term (in years) 7 8 Weighted Average Discount Rate (percentage) 6.3 % 6.3 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows: (in millions) September 25, 2021 Remainder of 2021 $ 3 2022 8 2023 6 2024 5 2025 5 Thereafter 26 Total lease payments 53 Less imputed interest ( 11 ) Total lease liabilities $ 42 |
Transactions with Members, Sh_2
Transactions with Members, Shareholders and Related Parties (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Related Party Transactions [Abstract] | |
Summary of Dividends Declared or Paid | Total tax and excess cash distributions to its members declared by FTW were as follows: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 FTW members excluding McAfee Corp. $ 1,726 $ 70 $ 1,878 $ 201 McAfee Corp. 1,052 — 1,142 — Total tax and excess cash distributions declared $ 2,778 $ 70 $ 3,020 $ 201 McAfee Corp. used a portion of its share of the cash distributions declared by FTW to declare or pay the dividends noted in the table below during the nine months ended September 25, 2021. Remaining distributions received by McAfee Corp. were used for corporate taxes and general corporate purposes. Declaration Date Record Date Payment Date Dividend per Share Amount December 9, 2020 December 24, 2020 January 7, 2021 $ 0.087 $ 14 March 11, 2021 March 26, 2021 April 9, 2021 $ 0.115 $ 19 June 10, 2021 June 25, 2021 July 9, 2021 $ 0.115 $ 19 August 3, 2021 August 13, 2021 August 27, 2021 $ 4.500 $ 760 September 13, 2021 September 24, 2021 October 8, 2021 $ 0.115 $ 21 |
Summary of Transactions with Related Parties | These transactions include sales of our products and purchases of various goods or services. Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Sales with related parties: Intel $ — $ 1 $ — $ 1 TPG — 1 — 1 TPG affiliates $ — $ 1 $ 1 $ 2 Other — — — 2 Total $ — $ 3 $ 1 $ 6 Payments to related parties: Intel $ — $ — $ 1 $ 2 TPG — 1 — 6 TPG affiliates 3 8 21 23 Other 11 — 13 9 Total $ 14 $ 9 $ 35 $ 40 |
Schedule of Receivable, Net | Our Intel receivable, net consisted of the following: (in millions) September 25, 2021 December 26, 2020 Intel receivable (1) Tax indemnity $ 9 $ 8 Total 9 8 Intel payable (1) Tax indemnity ( 3 ) ( 2 ) Total ( 3 ) ( 2 ) Total, net (2) $ 6 $ 6 (1) We have the contractual right of offset of our receivables and payables with Intel. As of September 25, 2021, $ 5 million and $ 1 million are recorded in Other current assets and Other long-term assets, respectively, on the condensed consolidated balance sheet. As of December 26, 2020, $ 3 million and $ 3 million are recorded in Other current assets and Other long-term assets, respectively, on the condensed consolidated balance sheet. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible Assets, Net September 25, 2021 December 26, 2020 (in millions) Gross Assets Accumulated Net Gross Assets Accumulated Net Intangible assets subject to amortization: Customer relationships and other $ 758 $ ( 619 ) $ 139 $ 758 $ ( 556 ) $ 202 Acquired and developed technology 517 ( 472 ) 45 517 ( 401 ) 116 Total intangible assets subject to 1,275 ( 1,091 ) 184 1,275 ( 957 ) 318 Intangible assets not subject to amortization: Brand 411 — 411 411 — 411 Total intangible assets not subject to 411 — 411 411 — 411 Total intangible assets $ 1,686 $ ( 1,091 ) $ 595 $ 1,686 $ ( 957 ) $ 729 |
Schedule of Amortization Expense For Purchased and Developed Intangible Assets | Amortization expense for purchased and developed intangible assets is as follows: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Statements of Operations Classification Customer relationships and other $ 13 $ 36 $ 63 $ 108 Amortization of intangibles Acquired and developed technology 22 26 71 80 Cost of sales Total $ 35 $ 62 $ 134 $ 188 |
Schedule of Future Amortization Expense | Based on identified intangible assets that are subject to amortization as of September 25, 2021, we expect future amortization expense to be as follows: (in millions) Total Remainder of 2021 $ 36 2022 76 2023 28 2024 20 2025 19 Thereafter 5 Total $ 184 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Segment Reporting [Abstract] | |
Revenue by geographic region | Net revenue by geographic region based on the sell-to address of the end-users is as follows: Three Months Ended Nine Months Ended (in millions except percentages) September 25, 2021 % of Total September 26, 2020 % of Total September 25, 2021 % of Total September 26, 2020 % of Total Americas $ 327 66.6 % $ 260 65.8 % $ 928 66.3 % $ 742 65.5 % EMEA 113 23.0 % 93 23.5 % 326 23.3 % 268 23.7 % APJ 51 10.4 % 42 10.6 % 146 10.4 % 122 10.8 % Total net revenue $ 491 100.0 % $ 395 100.0 % $ 1,400 100.0 % $ 1,132 100.0 % Net revenue by country based on the sell-to address of the end-users is as follows: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 U.S. $ 300 $ 238 $ 852 $ 680 Other (1) 191 157 548 452 Total net revenue $ 491 $ 395 $ 1,400 $ 1,132 (1) No other individual country accounted for more than 10% of net revenue. |
Restructuring And Transition _2
Restructuring And Transition Charges (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Restructuring Charges | Restructuring and transition charges are as follows: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Employee severance and benefits $ — $ — $ 8 $ 1 Transition charges 27 — 27 — Restructuring and transition charges attributable to continuing operations 27 — 35 1 Employee severance and benefits 1 — 25 8 Facility restructuring — — 1 — Restructuring charges attributable to discontinued operations 1 — 26 8 Total restructuring and transition charges $ 28 $ — $ 61 $ 9 |
Schedule of Balance of Restructuring Activities | (in millions) Total Employee severance and benefits As of December 26, 2020 $ 16 Additional accruals, inclusive of expenses attributed to discontinued operations 33 Cash payments ( 46 ) As of September 25, 2021 $ 3 |
Employee Incentives (Tables)
Employee Incentives (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Schedule of Equity Based Compensation Costs Recognized | Equity-Based Compensation Equity-based compensation costs recognized in our condensed consolidated statements of operations were: Three Months Ended Nine Months Ended (in millions) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Cost of sales $ 1 $ — $ 3 $ — Sales and marketing 2 — 9 1 Research and development 6 1 16 1 General and administrative 8 4 22 19 Total equity-based compensation expense from continuing operations 17 5 50 21 Discontinued operations ( 9 ) 1 36 4 Total equity-based compensation expense $ 8 $ 6 $ 86 $ 25 |
Schedule of Outstanding Deferred Cash and Equity Related to Acquisitions | As of September 25, 2021, our outstanding deferred cash and equity related to our acquisitions is as follows: (in millions) Outstanding deferred cash and equity balance at December 26, 2020 $ 13 Accruals 6 Cash payment ( 15 ) Outstanding deferred cash and equity balance at September 25, 2021 $ 4 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Our long-term debt balance consisted of the following: (in millions) September 25, 2021 December 26, 2020 Long-term debt, net: 1 st Lien USD Term Loan (1) $ 2,355 $ 2,701 1 st Lien Euro Term Loan (2) 585 1,298 Long-term debt, net of unamortized discounts 2,940 3,999 Unamortized deferred financing costs ( 7 ) ( 12 ) Current installments of long-term debt ( 44 ) ( 44 ) Total $ 2,889 $ 3,943 (1) During the nine months ended September 25, 2021, the weighted average interest rate was 3.9 % (2) During the nine months ended September 25, 2021, the weighted average interest rate was 3.5 % |
Income Tax (Tables)
Income Tax (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Changes To Our Deferred Tax Assets | Changes to our deferred tax asset consisted of the following: Offset To (in millions) Deferred Tax Asset Additional Paid-in Capital Provision for Income Tax (Expense) Benefits Income from Discontinued Operations Release of valuation allowance on deferred tax assets $ 200 $ — $ 184 $ 16 Exchanges and tax attributes in Fiscal 2021 167 167 — — |
Schedule Of Tax Receivable Agreement Balances And Changes | Our TRA balances and changes to them consisted of the following: TRA Liability Offset To (in millions) Current Portion Noncurrent Portion Additional Paid-in Capital Other Income Income from Discontinued Operations As of December 26, 2020 $ 2 $ — Exchanges and tax attributes that existed prior to divestiture — 310 $ — $ ( 306 ) $ ( 4 ) Exchanges and tax attributes that existed on or after divestiture — 82 ( 82 ) — — As of September 25, 2021 $ 2 $ 392 $ ( 82 ) $ ( 306 ) $ ( 4 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments and Interest Rate Swaps (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Instruments | The fair value of our financial instruments are as follows: (in millions) Level 1 Level 2 Level 3 As of September 25, 2021 Financial instruments not carried at fair value: Long-term debt, gross of discounts and deferred $ — $ ( 2,970 ) $ — Financial instruments carried at fair value: Interest rate swaps $ — $ ( 75 ) $ — As of December 26, 2020 Financial instruments not carried at fair value: Long-term debt, gross of discounts and deferred $ — $ ( 4,033 ) $ — Financial instruments carried at fair value: Interest rate swaps $ — $ ( 119 ) $ — |
Schedule of Interest Rate Outstanding Effective Arrangements | As of September 25, 2021, the outstanding effective arrangements were as follows: Notional Value Effective Date Expiration Date Fixed Rate $ 100 January 29, 2018 January 29, 2022 2.41 % $ 275 January 29, 2018 January 29, 2023 2.48 % $ 275 January 29, 2018 January 29, 2023 2.49 % $ 475 March 29, 2019 March 29, 2024 2.40 % $ 750 March 4, 2020 September 29, 2024 2.07 % $ 250 March 29, 2020 March 29, 2024 0.93 % $ 225 January 29, 2021 January 29, 2024 0.42 % |
Schedule of Gross Amounts of Interest Rate Swaps Subject to Master Netting Arrangements | The gross amounts of our interest rate swaps, which are subject to master netting arrangements, were as follows: (in millions) Gross Gross Net amounts As of September 25, 2021 Other long-term assets $ 1 $ ( 1 ) $ — Accounts payable and other current liabilities ( 39 ) — ( 39 ) Other long-term liabilities ( 37 ) 1 ( 36 ) As of December 26, 2020 Accounts payable and other current liabilities $ ( 43 ) $ — $ ( 43 ) Other long-term liabilities ( 76 ) — ( 76 ) |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Noncontrolling Interest [Abstract] | |
Summary of the Ownership and Economic Interest in FTW LLC | The following table summarizes the ownership and economic interest in FTW LLC: September 25, 2021 December 26, 2020 (in millions except percentages) Units Outstanding Ownership % Units Outstanding Ownership % Number of LLC Units held by McAfee Corp. 179.9 40.8 % 161.3 37.2 % Number of LLC Units and vested MIUs held by RNCI 261.2 59.2 % 272.5 62.8 % Total LLC Units and vested MIUs outstanding 441.1 100.0 % 433.8 100.0 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock for the three and nine months ended September 25, 2021, the periods wherein the Corporation had outstanding Class A common stock. Three Months Ended Nine Months Ended (in millions except per share data) September 25, 2021 September 25, 2021 Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Numerator: Net income (loss) attributable to McAfee Corp., basic and diluted $ ( 92 ) $ 834 $ 742 $ ( 40 ) $ 848 $ 808 Denominator: Weighted average shares of Class A common stock outstanding, basic and diluted 170.3 170.3 170.3 165.9 165.9 165.9 Earnings per share attributable to Earnings per share, basic and diluted (1) $ ( 0.54 ) $ 4.90 $ 4.36 $ ( 0.24 ) $ 5.11 $ 4.87 (1) For the three and nine months ended September 25 , 2021, 278.4 million and 274.6 million weighted average units were excluded from dilution, respectively. The excluded units consist primarily of RNCI that is excluded from dilution because its effects would have been anti-dilutive. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table reflects the balance sheet of FTW that is consolidated within the condensed consolidated balance sheets, including Receivable from Parent, net and McAfee Corp.’s interest in the variable interest entity (“VIE”) that are eliminated upon consolidation. (in millions) September 25, 2021 December 26, 2020 Assets Current assets: Cash and cash equivalents $ 567 $ 231 Accounts receivable, net 124 102 Deferred costs 171 137 Receivable from Enterprise Business 116 — Other current assets 36 42 Held-for-sale assets 31 — Current assets of discontinued operations — 402 Total current assets 1,045 914 Property and equipment, net 55 98 Goodwill 1,018 1,018 Identified intangible assets, net 595 729 Deferred tax assets 44 24 Receivable from Parent, net — 46 Other long-term assets 92 67 Long-term assets of discontinued operations — 2,578 Total assets $ 2,849 $ 5,474 Liabilities and deficit Current liabilities: Accounts payable and other current liabilities $ 276 $ 219 Accrued compensation and benefits 66 179 Accrued marketing 101 118 Income taxes payable 44 14 Long-term debt, current portion 44 44 Liability to Parent, net 4 — Deferred revenue 953 823 Payable to Enterprise Business 50 — Current liabilities of discontinued operations — 972 Total current liabilities 1,538 2,369 Long-term debt, net 2,889 3,943 Deferred tax liabilities 17 5 Other long-term liabilities 130 155 Deferred revenue, less current portion 91 80 Long-term liabilities of discontinued operations — 660 Total liabilities 4,665 7,212 Members’ deficit: Deficit attributable to Continuing LLC Owners ( 1,075 ) ( 1,092 ) Deficit attributable to McAfee Corp. ( 741 ) ( 646 ) Total deficit ( 1,816 ) ( 1,738 ) Total liabilities and deficit $ 2,849 $ 5,474 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions | Mar. 06, 2021USD ($) | Oct. 21, 2020 | Oct. 31, 2020USD ($)$ / sharesshares | Sep. 25, 2021USD ($)$ / shares | Sep. 26, 2020USD ($) | Sep. 25, 2021USD ($)Segment$ / shares | Sep. 26, 2020USD ($) | Sep. 26, 2020USD ($) | Dec. 26, 2020Segment$ / shares |
Basis Of Presentation [Line Items] | |||||||||
Business, formation date | Jul. 19, 2019 | ||||||||
Proceeds from issuance of common stock | $ 11 | $ 2 | |||||||
Proceeds from divesture of businesses | $ 4,000 | ||||||||
Number of reportable segments | Segment | 1 | 2 | |||||||
Divestiture transaction expire date | Jul. 27, 2021 | ||||||||
General and administrative | $ 51 | $ 43 | $ 143 | $ 141 | |||||
Class A Common Stock | |||||||||
Basis Of Presentation [Line Items] | |||||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Shares settlement, exchange ratio | 1 | 1 | |||||||
Stock issued for exchange of ownership | shares | 126.3 | ||||||||
Class A Common Stock | RSUs | |||||||||
Basis Of Presentation [Line Items] | |||||||||
Settled restricted stock units | shares | 5.7 | ||||||||
Initial Public Offering | |||||||||
Basis Of Presentation [Line Items] | |||||||||
Common stock, shares, issued | shares | 31 | ||||||||
Proceeds from issuance of common stock | $ 586 | ||||||||
Initial Public Offering | Class A Common Stock | |||||||||
Basis Of Presentation [Line Items] | |||||||||
Common stock, shares, issued | shares | 37 | ||||||||
Common Stock, par value | $ / shares | $ 0.001 | ||||||||
Common stock per share | $ / shares | $ 20 | ||||||||
Foundation Technology Worldwide L L C | |||||||||
Basis Of Presentation [Line Items] | |||||||||
Percentage of ownership after the reorganization transaction | 100.00% | 100.00% | |||||||
LLC Units | Initial Public Offering | |||||||||
Basis Of Presentation [Line Items] | |||||||||
Purchase of issued and outstanding LLC units cost | $ 553 | ||||||||
Continuing LLC Owners | Initial Public Offering | |||||||||
Basis Of Presentation [Line Items] | |||||||||
Purchase of issued and outstanding LLC units cost | $ 33 |
Recent Accounting Standards - A
Recent Accounting Standards - Additional Information (Details) | Sep. 25, 2021 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2019-12 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Dec. 27, 2020 |
Discontinued Operations And H_3
Discontinued Operations And Held For Sale Assets - Additional Information (Details) $ / shares in Units, $ in Millions | Sep. 13, 2021USD ($)ft² | Aug. 13, 2021USD ($) | Mar. 06, 2021USD ($) | Sep. 25, 2021USD ($) | Sep. 26, 2020USD ($) | Jun. 26, 2021USD ($) | Jun. 26, 2020USD ($) | Sep. 25, 2021USD ($) | Sep. 26, 2020USD ($) | Aug. 31, 2021$ / shares | Dec. 26, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Proceeds from divesture of businesses | $ 4,000 | |||||||||||
Income tax benefit in discontinued operations | [1] | $ (239) | $ (7) | $ (257) | $ (25) | |||||||
Gain on disposal of discontinued operation, net of tax | 2,251 | |||||||||||
Distribution amount | $ 2,800 | |||||||||||
Consulting and legal fees | 16 | 77 | ||||||||||
Derivative notional amount terminated | 150 | |||||||||||
Loss on extinguishment of debt | 10 | |||||||||||
Notional Value | 250 | $ 250 | ||||||||||
Derivative notional expiration date | Jan. 29, 2022 | |||||||||||
Income from discontinued operations, net of taxes | 2,420 | $ 39 | $ 2,467 | $ 75 | ||||||||
Income loss from discontinued operations net of tax decreased | $ 4 | $ 4 | ||||||||||
Discontinued operation assets | $ 2,980 | |||||||||||
Total assets from discontinued assets increased | $ 18 | |||||||||||
TSA | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Other income | 7 | |||||||||||
Commercial service agreement income | 13 | |||||||||||
Commercial service agreement revenue | 2 | |||||||||||
Commercial service agreement deferred revenue | $ 11 | $ 11 | ||||||||||
Class A Common Stock | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Dividend per Share | $ / shares | $ 4.50 | |||||||||||
Plano Facility | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Land and office building area | ft² | 170,000 | |||||||||||
Purchase Price of Sold Property | $ 31 | |||||||||||
[1] | Income tax expense for the three and nine months ended September 25, 2021 includes $ 383 million of income tax expense on gain on divestiture of Enterprise Business. The remaining $ 126 million of tax benefits is primarily attributable to the change in our investment in FTW as it is recognized as result of the divestiture of Enterprise Business. |
Discontinued Operations And H_4
Discontinued Operations And Held For Sale Assets - Schedule of Gain Before Income Taxes Associated With The Sale Disposal Group (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 25, 2021 | Sep. 25, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gross purchase price | $ 4,000 | |
Net assets sold | (1,283) | |
Transaction costs | (83) | |
Pre-tax gain on divestiture of Enterprise Business | 2,634 | |
Income tax expense on gain on divestiture of Enterprise Business | $ (383) | (383) |
Total gain on Divestiture of Enterprise Business | $ 2,251 |
Discontinued Operations And H_5
Discontinued Operations And Held For Sale Assets - Schedule of Carrying Value of the Net Assets Sold (Details) $ in Millions | Sep. 25, 2021USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Accounts receivable, net | $ 155 |
Deferred costs | 95 |
Other current assets | 16 |
Property and equipment, net | 55 |
Intangible assets, net | 881 |
Goodwill | 1,413 |
Other long-term assets | 159 |
Accounts payable and other current liabilities | (57) |
Accrued compensation and benefits | (20) |
Accrued marketing | (9) |
Deferred revenue | (1,345) |
Other long-term liabilities | (60) |
Total net assets sold | $ 1,283 |
Discontinued Operations and H_6
Discontinued Operations and Held-For-Sale Assets - Summary of Receivable From and Payable To Enterprise Business (Details) - USD ($) $ in Millions | Nov. 30, 2021 | Sep. 25, 2021 | Dec. 26, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds receivable | $ 56 | $ 65 | [1] | |
TSA Receivables and Misdirected Payments | 51 | |||
Total | 116 | $ 290 | ||
Transaction costs | (26) | |||
Misdirected payments | (24) | |||
Total | $ (50) | |||
[1] | Amount primarily related to receivable due on delayed closing in certain non-U.S. jurisdictions. In November 2021, $ 56 million of this amount was received upon closing of certain of these jurisdictions. |
Discontinued Operations and H_7
Discontinued Operations and Held-For-Sale Assets - Summary of Receivable From and Payable To Enterprise Business (Parenthetical) (Details) - USD ($) $ in Millions | Nov. 30, 2021 | Sep. 25, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Proceeds receivable | $ 56 | $ 65 | [1] |
[1] | Amount primarily related to receivable due on delayed closing in certain non-U.S. jurisdictions. In November 2021, $ 56 million of this amount was received upon closing of certain of these jurisdictions. |
Discontinued Operations And H_8
Discontinued Operations And Held For Sale Assets - Schedule of Assets and Liabilities to be Sold (Details) - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Assets: | ||
Accounts receivable, net | $ 116 | $ 290 |
Deferred costs | 96 | |
Other current assets | 16 | |
Total current assets of discontinued operations | 0 | 402 |
Property and equipment, net | 51 | |
Intangible assets, net | 915 | |
Goodwill | 1,413 | |
Deferred tax assets | 43 | |
Other long-term assets | 156 | |
Total assets of discontinued operations | 2,980 | |
Liabilities: | ||
Accounts payable and other current liabilities | 56 | |
Accrued compensation and benefits | 18 | |
Accrued marketing | 6 | |
Deferred revenue | 892 | |
Total current liabilities of discontinued operations | $ 0 | 972 |
Deferred tax liabilities | 7 | |
Other long-term liabilities | 49 | |
Deferred revenue, less current portion | 604 | |
Total liabilities of discontinued operations | $ 1,632 |
Discontinued Operations And H_9
Discontinued Operations And Held For Sale Assets - Summary of Components of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | ||
Discontinued Operations and Disposal Groups [Abstract] | |||||
Net revenue | $ 104 | $ 333 | $ 781 | $ 997 | |
Operating income | 26 | 46 | 95 | 100 | |
Pre-tax gain on divestiture of Enterprise Business | 2,634 | 0 | 2,634 | 0 | |
Income before income taxes | 2,659 | 46 | 2,724 | 100 | |
Income tax expense | [1] | 239 | 7 | 257 | 25 |
Income from discontinued operations, net of taxes | $ 2,420 | $ 39 | $ 2,467 | $ 75 | |
[1] | Income tax expense for the three and nine months ended September 25, 2021 includes $ 383 million of income tax expense on gain on divestiture of Enterprise Business. The remaining $ 126 million of tax benefits is primarily attributable to the change in our investment in FTW as it is recognized as result of the divestiture of Enterprise Business. |
Discontinued Operations And _10
Discontinued Operations And Held For Sale Assets - Summary of Components of Income (Parenthetical) (Details) - USD ($) $ in Millions | Jul. 27, 2021 | Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Income tax expense on gain on Divestiture of Enterprise Business | $ 383 | $ 383 | |||
Income Tax Expense Benefit | $ 126 | $ (166) | $ 5 | $ (159) | $ 0 |
Discontinued Operations And _11
Discontinued Operations And Held For Sale Assets - Summary of Significant Non-Cash Items and Capital Expenditures (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 26, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Equity-based compensation expense | $ 85 | $ 25 | |
Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Depreciation and amortization | 43 | $ 167 | |
Equity-based compensation expense | 36 | 4 | |
Additions to property and equipment | $ 4 | $ 6 |
Revenue from Contract with Cu_3
Revenue from Contract with Customers - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Revenue From Contract With Customers [Line Items] | ||
Deferred revenue recognized | $ 721 | $ 630 |
Estimated revenue expected to be recognized | $ 1,044 |
Revenue from Contract with Cu_4
Revenue from Contract with Customers - Additional Information (Details1) | Sep. 25, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-09-26 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, remaining performance obligation, percentage | 91.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-09-25 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Revenue, remaining performance obligation, percentage | 9.00% |
Revenue from Contract with Cu_5
Revenue from Contract with Customers - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Revenue From Contract With Customers [Line Items] | ||||
Total net revenue | $ 491 | $ 395 | $ 1,400 | $ 1,132 |
Percentage of total net revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Americas | ||||
Revenue From Contract With Customers [Line Items] | ||||
Total net revenue | $ 327 | $ 260 | $ 928 | $ 742 |
Percentage of total net revenue | 66.60% | 65.80% | 66.30% | 65.50% |
EMEA | ||||
Revenue From Contract With Customers [Line Items] | ||||
Total net revenue | $ 113 | $ 93 | $ 326 | $ 268 |
Percentage of total net revenue | 23.00% | 23.50% | 23.30% | 23.70% |
APJ | ||||
Revenue From Contract With Customers [Line Items] | ||||
Total net revenue | $ 51 | $ 42 | $ 146 | $ 122 |
Percentage of total net revenue | 10.40% | 10.60% | 10.40% | 10.80% |
Revenue from Contract with Cu_6
Revenue from Contract with Customers - Schedule of Revenue by Channel (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Revenue From Contract With Customers [Line Items] | ||||
Total net revenue | $ 491 | $ 395 | $ 1,400 | $ 1,132 |
Percentage of total net revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Direct to Consumer | ||||
Revenue From Contract With Customers [Line Items] | ||||
Total net revenue | $ 356 | $ 305 | $ 1,029 | $ 879 |
Percentage of total net revenue | 72.50% | 77.20% | 73.50% | 77.70% |
Indirect | ||||
Revenue From Contract With Customers [Line Items] | ||||
Total net revenue | $ 135 | $ 90 | $ 371 | $ 253 |
Percentage of total net revenue | 27.50% | 22.80% | 26.50% | 22.30% |
Leases - Schedule of Informatio
Leases - Schedule of Information Related to Leases (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 22 | $ 29 |
Right-of-use assets obtained in exchange for lease obligations | 33 | 16 |
Lease expense from continuing operations | 8 | 11 |
Lease expense from discontinued operations | 7 | 17 |
Total lease expense | $ 15 | $ 28 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Leases [Abstract] | ||
Other long-term assets | $ 29 | $ 33 |
Accounts payable and other current liabilities | 7 | 8 |
Other long-term liabilities | $ 35 | $ 38 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | mcfe:OtherLongTermLiabilitiesMember | mcfe:OtherLongTermLiabilitiesMember |
Total lease liabilities | $ 42 | $ 46 |
Weighted Average Remaining Lease Term (in years) | 7 years | 8 years |
Weighted Average Discount Rate (percentage) | 6.30% | 6.30% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Remainder of 2021 | $ 3 | |
2022 | 8 | |
2023 | 6 | |
2024 | 5 | |
2025 | 5 | |
Thereafter | 26 | |
Total lease payments | 53 | |
Less imputed interest | (11) | |
Total lease liabilities | $ 42 | $ 46 |
Transactions with Members, Sh_3
Transactions with Members, Shareholders and Related Parties - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 27, 2021 | Aug. 13, 2021 | Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Oct. 31, 2021 | Aug. 31, 2021 | Feb. 29, 2020 |
Transactions With Members Shareholders And Related Parties [Line Items] | |||||||||
Estimated value of stock repurchase | $ 41 | $ 41 | |||||||
Distribution amount | $ 2,800 | ||||||||
Former President and Chief Executive Officer | |||||||||
Transactions With Members Shareholders And Related Parties [Line Items] | |||||||||
Estimated value of stock repurchase | $ 10 | ||||||||
Class A Common Stock | |||||||||
Transactions With Members Shareholders And Related Parties [Line Items] | |||||||||
Dividend declared | $ 4.50 | ||||||||
Dividend per Share | $ 4.50 | ||||||||
Foundation Technology Worldwide L L C | |||||||||
Transactions With Members Shareholders And Related Parties [Line Items] | |||||||||
Tax and excess cash distributions declared | $ 1,726 | 70 | $ 1,878 | 201 | |||||
Foundation Technology Worldwide L L C | Accounts Payable and Other Current Liabilities | |||||||||
Transactions With Members Shareholders And Related Parties [Line Items] | |||||||||
Tax and excess cash distributions declared | 66 | ||||||||
McAfee Corp | |||||||||
Transactions With Members Shareholders And Related Parties [Line Items] | |||||||||
Tax and excess cash distributions declared | $ 1,052 | $ 0 | $ 1,142 | $ 0 | |||||
Distribution amount | $ 1,100 | ||||||||
Special dividends | 800 | ||||||||
Special dividend declared date | Aug. 27, 2021 | ||||||||
Continuing LLC Owners | |||||||||
Transactions With Members Shareholders And Related Parties [Line Items] | |||||||||
Distribution amount | $ 1,700 | ||||||||
Subsequent Event | Foundation Technology Worldwide L L C | |||||||||
Transactions With Members Shareholders And Related Parties [Line Items] | |||||||||
Dividend paid in cash | $ 51 |
Transactions with Members, Sh_4
Transactions with Members, Shareholders and Related Parties - Summary of Dividends Declared or Paid (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
FTW members including McAfee Corp | ||||
Dividends Payable [Line Items] | ||||
Tax and excess cash distributions declared | $ 2,778 | $ 70 | $ 3,020 | $ 201 |
Amount | 2,778 | 70 | 3,020 | 201 |
FTW members excluding McAfee Corp. | ||||
Dividends Payable [Line Items] | ||||
Tax and excess cash distributions declared | 1,726 | 70 | 1,878 | 201 |
Amount | 1,726 | 70 | 1,878 | 201 |
McAfee Corp | ||||
Dividends Payable [Line Items] | ||||
Tax and excess cash distributions declared | 1,052 | 0 | 1,142 | 0 |
Amount | $ 1,052 | $ 0 | 1,142 | $ 0 |
Dividend Declared One [Member] | ||||
Dividends Payable [Line Items] | ||||
Tax and excess cash distributions declared | $ 14 | |||
Declaration Date | Dec. 9, 2020 | |||
Record Date | Dec. 24, 2020 | |||
Payment Date | Jan. 7, 2021 | |||
Dividend per Share | $ 0.087 | $ 0.087 | ||
Amount | $ 14 | |||
Dividend Declared Two [Member] | ||||
Dividends Payable [Line Items] | ||||
Tax and excess cash distributions declared | $ 19 | |||
Declaration Date | Mar. 11, 2021 | |||
Record Date | Mar. 26, 2021 | |||
Payment Date | Apr. 9, 2021 | |||
Dividend per Share | 0.115 | $ 0.115 | ||
Amount | $ 19 | |||
Dividend Declared Three [Member] | ||||
Dividends Payable [Line Items] | ||||
Tax and excess cash distributions declared | $ 19 | |||
Declaration Date | Jun. 10, 2021 | |||
Record Date | Jun. 25, 2021 | |||
Payment Date | Jul. 9, 2021 | |||
Dividend per Share | 0.115 | $ 0.115 | ||
Amount | $ 19 | |||
Dividend Declared Four [Member] | ||||
Dividends Payable [Line Items] | ||||
Tax and excess cash distributions declared | $ 760 | |||
Declaration Date | Aug. 3, 2021 | |||
Record Date | Aug. 13, 2021 | |||
Payment Date | Aug. 27, 2021 | |||
Dividend per Share | 4.500 | $ 4.500 | ||
Amount | $ 760 | |||
Dividend Declared Five [Member] | ||||
Dividends Payable [Line Items] | ||||
Tax and excess cash distributions declared | $ 21 | |||
Declaration Date | Sep. 13, 2021 | |||
Record Date | Sep. 24, 2021 | |||
Payment Date | Oct. 8, 2021 | |||
Dividend per Share | $ 0.115 | $ 0.115 | ||
Amount | $ 21 |
Transactions with Members, Sh_5
Transactions with Members, Shareholders and Related Parties - Summary of Transactions with Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Related Party Transaction [Line Items] | ||||
Sales with related parties | $ 0 | $ 3 | $ 1 | $ 6 |
Payments to related parties | 14 | 9 | 35 | 40 |
Intel | ||||
Related Party Transaction [Line Items] | ||||
Sales with related parties | 0 | 1 | 0 | 1 |
Payments to related parties | 0 | 0 | 1 | 2 |
TPG | ||||
Related Party Transaction [Line Items] | ||||
Sales with related parties | 0 | 1 | 0 | 1 |
Payments to related parties | 0 | 1 | 0 | 6 |
TPG Affiliates | ||||
Related Party Transaction [Line Items] | ||||
Sales with related parties | 0 | 1 | 1 | 2 |
Payments to related parties | 3 | 8 | 21 | 23 |
Other | ||||
Related Party Transaction [Line Items] | ||||
Sales with related parties | 0 | 0 | 0 | 2 |
Payments to related parties | $ 11 | $ 0 | $ 13 | $ 9 |
Transactions with Members, Sh_6
Transactions with Members, Shareholders and Related Parties - Schedule of Receivable, Net (Details) - Intel - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Intel receivable | ||
Tax indemnity | $ 9 | $ 8 |
Total | 9 | 8 |
Intel payable | ||
Tax indemnity | (3) | (2) |
Total | (3) | (2) |
Total, net | $ 6 | $ 6 |
Transactions with Members, Sh_7
Transactions with Members, Shareholders and Related Parties - Schedule of Receivable, Net (Parenthetical) (Details) - Intel - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Related Party Transaction [Line Items] | ||
Tax indemnity net | $ 6 | $ 6 |
Other Long-term Assets | ||
Related Party Transaction [Line Items] | ||
Tax indemnity net | 1 | 3 |
Other Current Assets | ||
Related Party Transaction [Line Items] | ||
Tax indemnity net | $ 5 | $ 3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 1,018 | $ 1,018 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets Subject to Amortization, Gross Assets | $ 1,275 | $ 1,275 |
Intangible Assets Subject to Amortization, Accumulated Amortization | (1,091) | (957) |
Intangible Assets Subject to Amortization, Net | 184 | 318 |
Intangible Assets Not Subject to Amortization, Gross Assets | 411 | 411 |
Intangible Assets Not Subject to Amortization, Accumulated Amortization | 0 | 0 |
Intangible Assets Not Subject to Amortization, Net | 411 | 411 |
Intangible Assets, Gross Assets | 1,686 | 1,686 |
Intangible Assets, Accumulated Amortization | (1,091) | (957) |
Intangible Assets, Gross Net | 595 | 729 |
Brand | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets Not Subject to Amortization, Gross Assets | 411 | 411 |
Intangible Assets Not Subject to Amortization, Accumulated Amortization | 0 | 0 |
Intangible Assets Not Subject to Amortization, Net | 411 | 411 |
Customer Relationships and Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets Subject to Amortization, Gross Assets | 758 | 758 |
Intangible Assets Subject to Amortization, Accumulated Amortization | (619) | (556) |
Intangible Assets Subject to Amortization, Net | 139 | 202 |
Acquired and Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets Subject to Amortization, Gross Assets | 517 | 517 |
Intangible Assets Subject to Amortization, Accumulated Amortization | (472) | (401) |
Intangible Assets Subject to Amortization, Net | $ 45 | $ 116 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Amortization Expense For Purchased and Developed Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense for purchased intangible assets | $ 35 | $ 62 | $ 134 | $ 188 |
Customer Relationships and Other | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense for purchased intangible assets | 13 | 36 | 63 | 108 |
Acquired and Developed Technology | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense for purchased intangible assets | $ 22 | $ 26 | $ 71 | $ 80 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Details) - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 36 | |
2022 | 76 | |
2023 | 28 | |
2024 | 20 | |
2025 | 19 | |
Thereafter | 5 | |
Intangible Assets Subject to Amortization, Net | $ 184 | $ 318 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 25, 2021Country | Sep. 26, 2020Country | Sep. 25, 2021SegmentCountry | Sep. 26, 2020Country | Dec. 26, 2020Segment | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | 2 | ||||
Number of reportable segments | 1 | 2 | |||
Net Revenue | |||||
Segment Reporting Information [Line Items] | |||||
Number of individual country which exceeded 10% of net revenue and accounts | Country | 0 | 0 | 0 | 0 |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | ||
Revenues from External Customers [Line Items] | |||||
Total net revenue | $ 491 | $ 395 | $ 1,400 | $ 1,132 | |
U.S. | |||||
Revenues from External Customers [Line Items] | |||||
Total net revenue | 300 | 238 | 852 | 680 | |
Other | |||||
Revenues from External Customers [Line Items] | |||||
Total net revenue | [1] | $ 191 | $ 157 | $ 548 | $ 452 |
[1] | No other individual country accounted for more than 10% of net revenue. |
Restructuring and Transition _3
Restructuring and Transition Charges - Schedule of Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges | $ 27 | $ 0 | $ 35 | $ 1 |
Total restructuring and transition charges | 28 | 0 | 61 | 9 |
Continuing Operations [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee severance and benefits | 0 | 0 | 8 | 1 |
Transition charges | 27 | 0 | 27 | 0 |
Restructuring and transition charges | 27 | 0 | 35 | 1 |
Discontinued Operations [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee severance and benefits | 1 | 0 | 25 | 8 |
Facility restructuring | 0 | 0 | 1 | 0 |
Restructuring charges | $ 1 | $ 0 | $ 26 | $ 8 |
Restructuring and Transition _4
Restructuring and Transition Charges - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 25, 2021 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Restructuring Charges | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee severance and benefits costs | $ 1 | $ 34 | $ 1 | $ 16 |
Restructuring And Transition _5
Restructuring And Transition Charges - Schedule of Balance of Restructuring Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||||
Additional accruals | $ 27 | $ 0 | $ 35 | $ 1 |
Employee Severance and Benefits | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Reserve | 16 | |||
Additional accruals | 33 | |||
Cash payments | (46) | |||
Restructuring Reserve | $ 3 | $ 3 |
Employee Incentives - Schedule
Employee Incentives - Schedule of Equity Based Compensation Costs Recognized (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | $ 8 | $ 6 | $ 86 | $ 25 |
Discontinued Operations | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 9 | 1 | 36 | 4 |
Continuing Operations | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 17 | 5 | 50 | 21 |
Continuing Operations | Cost of Sales | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 1 | 0 | 3 | 0 |
Continuing Operations | Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 2 | 0 | 9 | 1 |
Continuing Operations | Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 6 | 1 | 16 | 1 |
Continuing Operations | General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | $ 8 | $ 4 | $ 22 | $ 19 |
Employee Incentives - Additiona
Employee Incentives - Additional Information (Details) $ / shares in Units, $ in Millions | Aug. 13, 2021$ / sharesshares | Sep. 25, 2021USD ($)shares |
Compensation Related Costs [Line Items] | ||
Shares issued | shares | 4,900,000 | |
Fair value of shares issued | $ 109 | |
Vesting period | 4 years | |
Unrecognized expense relating to deferred cash | $ 0 | |
Increase in the outstanding number of units, shares | shares | 2.2 | |
Increase in the number of outstanding shares, percentage | 0.17 | |
Reduction in the strike price per share | $ / shares | $ 4.50 | |
Replacement RSUs | ||
Compensation Related Costs [Line Items] | ||
Unrecognized equity-based compensation expense | $ 186 | |
Unrecognized compensation expense, weighted average period for recognition | 2 years 8 months 12 days | |
Performance Shares | ||
Compensation Related Costs [Line Items] | ||
Shares issued | shares | 600,000 | |
Fair value of shares issued | $ 13 | |
Vesting period | 3 years | |
Enterprise RSU Grant | ||
Compensation Related Costs [Line Items] | ||
Shares issued | shares | 1,800,000 | |
Fair value of shares issued | $ 42 | |
Enterprise RSU Grant | Maximum | ||
Compensation Related Costs [Line Items] | ||
Vesting period | 1 year |
Employee Incentives - Schedul_2
Employee Incentives - Schedule of Management Incentive Units Activity (Details) shares in Millions | 9 Months Ended |
Sep. 25, 2021shares | |
Compensation Related Costs [Line Items] | |
Number of Units, Grants | 4.9 |
Employee Incentives - Schedul_3
Employee Incentives - Schedule of Management Equity Participation Units Activity (Details) shares in Millions | 9 Months Ended |
Sep. 25, 2021shares | |
Compensation Related Costs [Line Items] | |
Number of Units, Grants | 4.9 |
Employee Incentives - Schedul_4
Employee Incentives - Schedule of Cash Restricted Stock Units Activity (Details) shares in Millions | 9 Months Ended |
Sep. 25, 2021shares | |
Compensation Related Costs [Line Items] | |
Number of Units, Grants | 4.9 |
Employee Incentives - Schedul_5
Employee Incentives - Schedule of Outstanding Deferred Cash and Equity Related to Acquisitions (Details) $ in Millions | 9 Months Ended |
Sep. 25, 2021USD ($) | |
Compensation Related Costs [Line Items] | |
Outstanding deferred cash and equity balance at December 26, 2020 | $ 13 |
Accruals | 6 |
Cash payment | (15) |
Outstanding deferred cash and equity balance at June 26, 2021 | $ 4 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 | |
Schedule Of Debts [Line Items] | |||
Long-term debt, net of unamortized discounts | $ 2,940 | $ 3,999 | |
Unamortized deferred financing costs | (7) | 12 | |
Current installments of long-term debt | (44) | (44) | |
Total | 2,889 | 3,943 | |
1st Lien USD Term Loan | |||
Schedule Of Debts [Line Items] | |||
Long-term debt, net of unamortized discounts | [1] | 2,355 | 2,701 |
1st Lien Euro Term Loan | |||
Schedule Of Debts [Line Items] | |||
Long-term debt, net of unamortized discounts | [2] | $ 585 | $ 1,298 |
[1] | During the nine months ended September 25, 2021, the weighted average interest rate was 3.9 % | ||
[2] | During the nine months ended September 25, 2021, the weighted average interest rate was 3.5 % |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt (Parenthetical) (Details) | 9 Months Ended |
Sep. 25, 2021 | |
1st Lien USD Term Loan | |
Schedule Of Debts [Line Items] | |
Long term debt, weighted average interest rate | 3.90% |
1st Lien Euro Term Loan | |
Schedule Of Debts [Line Items] | |
Long term debt, weighted average interest rate | 3.50% |
Debt - Additional Information (
Debt - Additional Information (Details) € in Millions, $ in Millions | Aug. 31, 2021USD ($) | Aug. 31, 2021EUR (€) | Sep. 25, 2021USD ($) | Sep. 25, 2021USD ($) | Dec. 26, 2020USD ($) |
Schedule Of Debts [Line Items] | |||||
Loss on extinguishment of debt | $ 10 | ||||
Minimum additional prepayment percentage per quarter amortization | 0.25% | 0.25% | |||
1st Lien USD Term Loan | |||||
Schedule Of Debts [Line Items] | |||||
Prepayment of debt | $ 332 | ||||
1st Lien Euro Term Loan | |||||
Schedule Of Debts [Line Items] | |||||
Prepayment of debt | € | € 563 | ||||
Revolving Credit Facility | |||||
Schedule Of Debts [Line Items] | |||||
Letter of credit issued | $ 4 | $ 4 | $ 4 | ||
Amount of undrawn capacity under the Revolving Credit Facility | $ 660 | $ 660 | $ 660 | ||
Commitment fee percentage on the unused portion of the facility | 0.25% | 0.25% |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) $ in Millions | Jul. 27, 2021 | Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Income Tax Contingency [Line Items] | |||||||
Taxes recognized in discontinued operations | [1] | $ 239 | $ 7 | $ 257 | $ 25 | ||
Income tax expense on gain on Divestiture of Enterprise Business | 383 | 383 | |||||
Income Tax Expense Benefit | $ 126 | (166) | $ 5 | (159) | $ 0 | ||
Deferred tax assets valuation allowance | 200 | 200 | |||||
Deferred Tax Assets, Net of Valuation Allowance | $ 213 | ||||||
Deferred Tax Assets Additional Valuation Allowance | 11 | ||||||
Deferred Tax Assets Additional Valuation Allowance Related to State Net Operating Loss | 2 | ||||||
Deferred Tax Assets, Equity Method Investments | 167 | 167 | |||||
Tax Receivable Agreement | |||||||
Income Tax Contingency [Line Items] | |||||||
Taxes recognized in discontinued operations | 257 | ||||||
Income tax expense on gain on Divestiture of Enterprise Business | $ 383 | ||||||
Tax Receivable Agreement | McAfee Corp. Stockholders' Equity | |||||||
Income Tax Contingency [Line Items] | |||||||
Deferred Tax Liabilities Long Term Tax Receivable Agreement Liability | 380 | ||||||
Equity, Fair Value Adjustment | 82 | ||||||
Deferred tax liabilities, long-term tax receivable agreement liability and expense | 298 | 298 | |||||
Other Long-term Liabilities | |||||||
Income Tax Contingency [Line Items] | |||||||
Uncertain tax positions, including interest and penalties | $ 12 | $ 12 | $ 16 | ||||
[1] | Income tax expense for the three and nine months ended September 25, 2021 includes $ 383 million of income tax expense on gain on divestiture of Enterprise Business. The remaining $ 126 million of tax benefits is primarily attributable to the change in our investment in FTW as it is recognized as result of the divestiture of Enterprise Business. |
Income Tax - Schedule Of Change
Income Tax - Schedule Of Changes To Our Deferred Tax Asset (Details) $ in Millions | 9 Months Ended |
Sep. 25, 2021USD ($) | |
Deferred Tax Assets [Member] | |
Release of valuation allowance on deferred tax assets | $ 200 |
Exchanges and tax attributes in Fiscal 2021 | 167 |
Additional Paid in Capital Offset To [Member] | |
Release of valuation allowance on deferred tax assets | 0 |
Exchanges and tax attributes in Fiscal 2021 | 167 |
Provision for Income Tax (Expense) benefits offset To [Member] | |
Release of valuation allowance on deferred tax assets | 184 |
Exchanges and tax attributes in Fiscal 2021 | 0 |
Income from Discontinued Operations offset To [Member] | |
Release of valuation allowance on deferred tax assets | 16 |
Exchanges and tax attributes in Fiscal 2021 | $ 0 |
Income Tax - Schedule of TRA Ba
Income Tax - Schedule of TRA Balance And Changes (Details) $ in Millions | 9 Months Ended |
Sep. 25, 2021USD ($) | |
TRA Liability Current Portion [Member] | |
Exchanges and tax attributes | $ 2 |
Exchanges And Tax Attributes That Existed Prior To Divestiture | 0 |
Exchanges And Tax Attributes That Existed On Or After Divestiture | 0 |
Exchanges and tax attributes | 2 |
TRA Liability Non Current Portion [Member] | |
Exchanges and tax attributes | 0 |
Exchanges And Tax Attributes That Existed Prior To Divestiture | 310 |
Exchanges And Tax Attributes That Existed On Or After Divestiture | 82 |
Exchanges and tax attributes | 392 |
Additional Paid in Capital Offset To [Member] | |
Exchanges And Tax Attributes That Existed Prior To Divestiture | 0 |
Exchanges And Tax Attributes That Existed On Or After Divestiture | (82) |
Exchanges and tax attributes | (82) |
Other Income Offset To [Member] | |
Exchanges And Tax Attributes That Existed Prior To Divestiture | (306) |
Exchanges And Tax Attributes That Existed On Or After Divestiture | 0 |
Exchanges and tax attributes | (306) |
Income from Discontinued Operations offset To [Member] | |
Exchanges And Tax Attributes That Existed Prior To Divestiture | (4) |
Exchanges And Tax Attributes That Existed On Or After Divestiture | 0 |
Exchanges and tax attributes | $ (4) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments and Interest Rate Swaps - Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Level 1 | Financial Instruments not Carried at Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, gross of discounts and deferred issuance costs (Note 11) | $ 0 | $ 0 |
Level 1 | Financial Instruments Carried at Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | 0 | 0 |
Level 2 | Financial Instruments not Carried at Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, gross of discounts and deferred issuance costs (Note 11) | (2,970) | (4,033) |
Level 2 | Financial Instruments Carried at Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | (75) | (119) |
Level 3 | Financial Instruments not Carried at Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, gross of discounts and deferred issuance costs (Note 11) | 0 | 0 |
Level 3 | Financial Instruments Carried at Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments and Interest Rate Swaps - Schedule of Interest Rate Swaps Outstanding Effective Arrangements (Details) | 9 Months Ended |
Sep. 25, 2021USD ($) | |
Derivative [Line Items] | |
Notional Value | $ 250,000,000 |
Interest Rate Swaps at 2.41% Fixed Rate | |
Derivative [Line Items] | |
Notional Value | $ 100,000,000 |
Effective Date | Jan. 29, 2018 |
Expiration Date | Jan. 29, 2022 |
Fixed Rate | 2.41% |
Interest Rate Swaps at 2.48% Fixed Rate | |
Derivative [Line Items] | |
Notional Value | $ 275,000,000 |
Effective Date | Jan. 29, 2018 |
Expiration Date | Jan. 29, 2023 |
Fixed Rate | 2.48% |
Interest Rate Swaps at 2.49% Fixed Rate | |
Derivative [Line Items] | |
Notional Value | $ 275,000,000 |
Effective Date | Jan. 29, 2018 |
Expiration Date | Jan. 29, 2023 |
Fixed Rate | 2.49% |
Interest Rate Swaps at 2.40% Fixed Rate | |
Derivative [Line Items] | |
Notional Value | $ 475,000,000 |
Effective Date | Mar. 29, 2019 |
Expiration Date | Mar. 29, 2024 |
Fixed Rate | 2.40% |
Interest Rate Swaps at 2.07% Fixed Rate | |
Derivative [Line Items] | |
Notional Value | $ 750,000,000 |
Effective Date | Mar. 4, 2020 |
Expiration Date | Sep. 29, 2024 |
Fixed Rate | 2.07% |
Interest Rate Swaps at 0.93% Fixed Rate | |
Derivative [Line Items] | |
Notional Value | $ 250,000,000 |
Effective Date | Mar. 29, 2020 |
Expiration Date | Mar. 29, 2024 |
Fixed Rate | 0.93% |
Interest Rate Swaps at 0.42% Fixed Rate | |
Derivative [Line Items] | |
Notional Value | $ 225,000,000 |
Effective Date | Jan. 29, 2021 |
Expiration Date | Jan. 29, 2024 |
Fixed Rate | 0.42% |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments and Interest Rate Swaps - Schedule of Gross Amounts of Interest Rate Swaps Subject to Master Netting Arrangements (Details) - Interest Rate Swaps - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Other Long-term Assets | ||
Derivatives, Fair Value [Line Items] | ||
Gross amounts recognized | $ 1 | |
Gross amount offset in Balance Sheets | (1) | |
Net amounts presented in Balance Sheets | 0 | |
Accounts Payable and Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Gross amounts recognized | (39) | $ (43) |
Gross amount offset in Balance Sheets | 0 | 0 |
Net amounts presented in Balance Sheets | (39) | (43) |
Other Long-term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Gross amounts recognized | (37) | (76) |
Gross amount offset in Balance Sheets | 1 | 0 |
Net amounts presented in Balance Sheets | $ (36) | $ (76) |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments and Interest Rate Swaps (Additional Information) (Details) $ in Millions | 9 Months Ended |
Sep. 25, 2021USD ($) | |
Derivative [Line Items] | |
Derivative notional amount terminated | $ 150 |
Notional Value | $ 250 |
Derivative notional expiration date | Jan. 29, 2022 |
Interest Rate Swaps | |
Derivative [Line Items] | |
Loss on swap termination and designation | $ 2 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests - Additional Information (Details) | 9 Months Ended |
Sep. 25, 2021 | |
Class A Common Stock | McAfee Corp. | |
Minority Interest [Line Items] | |
Stockholders' equity note, stock split, conversion ratio | 1 |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests - Summary of the Ownership and Economic Interest in FTW LLC (Details) - shares | Sep. 25, 2021 | Dec. 26, 2020 |
Continuing LLC Owners And Management Owners | ||
Minority Interest [Line Items] | ||
Unit Outstanding | 261.2 | 272.5 |
LLC Units and vested MIUs | ||
Minority Interest [Line Items] | ||
Unit Outstanding | 441.1 | 433.8 |
Ownership percentage by noncontrolling owners | 100.00% | 100.00% |
McAfee Corp. | ||
Minority Interest [Line Items] | ||
Unit Outstanding | 179.9 | 161.3 |
McAfee Corp. | LLC Units | ||
Minority Interest [Line Items] | ||
Ownership percentage by noncontrolling owners | 40.80% | 37.20% |
McAfee Corp. | Foundation Technology Worldwide L L C | ||
Minority Interest [Line Items] | ||
Ownership percentage by noncontrolling owners | 59.20% | 62.80% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | 1 Months Ended | 3 Months Ended |
Oct. 31, 2020 | Sep. 25, 2021 | |
Class A Common Stock | ||
Earnings Per Share Basic [Line Items] | ||
Exchanged class A common stock | 1 | 1 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 25, 2021 | Sep. 25, 2021 | |
Earnings Per Share [Line Items] | ||
Net income (loss) attributable to McAfee Corp., basic and diluted | $ 742 | $ 808 |
Weighted average shares of Class A common stock outstanding, basic and diluted | 170,300,000 | 165,900,000 |
Earnings per share attributable to McAfee Corp., basic and diluted | ||
Earnings per share, basic and diluted | $ 4.36 | $ 4.87 |
Class A Common Stock | ||
Earnings Per Share [Line Items] | ||
Weighted average shares of Class A common stock outstanding, basic and diluted | 170,300,000 | 165,900,000 |
Weighted average shares of Class A common stock outstanding, basic | 4.36 | 4.87 |
Continuing Operations | ||
Earnings Per Share [Line Items] | ||
Net income (loss) attributable to McAfee Corp., basic and diluted | $ (92) | $ (40) |
Continuing Operations | Class A Common Stock | ||
Earnings Per Share [Line Items] | ||
Weighted average shares of Class A common stock outstanding, basic and diluted | 170,300,000 | 165,900,000 |
Weighted average shares of Class A common stock outstanding, basic | 0.24 | |
Earnings per share attributable to McAfee Corp., basic and diluted | ||
Earnings per share, basic and diluted | $ (0.54) | |
Discontinued Operations | ||
Earnings Per Share [Line Items] | ||
Net income (loss) attributable to McAfee Corp., basic and diluted | $ 834 | $ 848 |
Discontinued Operations | Class A Common Stock | ||
Earnings Per Share [Line Items] | ||
Weighted average shares of Class A common stock outstanding, basic and diluted | 170,300,000 | 165,900,000 |
Weighted average shares of Class A common stock outstanding, basic | 5.11 | |
Earnings per share attributable to McAfee Corp., basic and diluted | ||
Earnings per share, basic and diluted | $ 4.90 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Net Loss Per Share (Parenthetical) (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended |
Sep. 25, 2021 | Sep. 25, 2021 | |
Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount, shares | 278.4 | 274.6 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) | Oct. 21, 2020 | Sep. 25, 2021 |
Foundation Technology Worldwide L L C | ||
Variable Interest Entity [Line Items] | ||
Percentage of ownership after the reorganization transaction | 100.00% | 100.00% |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Details) - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 26, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 848 | $ 231 |
Accounts receivable, net | 124 | 102 |
Deferred costs | 171 | 137 |
Receivable from Enterprise Business | 116 | 0 |
Other current assets | 36 | 42 |
Held-for-sale assets | 31 | 0 |
Current assets of discontinued operations | 0 | 402 |
Total current assets | 1,326 | 914 |
Property and equipment, net | 55 | 98 |
Goodwill | 1,018 | 1,018 |
Identified intangible assets, net | 595 | 729 |
Deferred tax assets | 398 | 24 |
Other long-term assets | 92 | 67 |
Long-term assets of discontinued operations | 0 | 2,578 |
Total assets | 3,484 | 5,428 |
Current liabilities: | ||
Accounts payable and other current liabilities | 303 | 235 |
Accrued compensation and benefits | 66 | 179 |
Accrued marketing | 101 | 118 |
Income taxes payable | 207 | 14 |
Long-term debt, current portion | 44 | 44 |
Deferred revenue | 953 | 823 |
Payable to Enterprise Business | 50 | 0 |
Current liabilities of discontinued operations | 0 | 972 |
Total current liabilities | 1,724 | 2,385 |
Long-term debt, net | 2,889 | 3,943 |
Deferred tax liabilities | 17 | 5 |
Other long-term liabilities | 136 | 155 |
Deferred revenue, less current portion | 91 | 80 |
Long-term liabilities of discontinued operations | 0 | 660 |
Total liabilities | 5,249 | 7,228 |
Stockholders’ equity/members’ deficit: | ||
Total deficit | (7,601) | (6,640) |
Total liabilities, redeemable noncontrolling interests and deficit | 3,484 | 5,428 |
Variable Interest Entity, Primary Beneficiary | ||
Current assets: | ||
Cash and cash equivalents | 567 | 231 |
Accounts receivable, net | 124 | 102 |
Deferred costs | 171 | 137 |
Receivable from Enterprise Business | 116 | 0 |
Other current assets | 36 | 42 |
Held-for-sale assets | 31 | 0 |
Current assets of discontinued operations | 0 | 402 |
Total current assets | 1,045 | 914 |
Property and equipment, net | 55 | 98 |
Goodwill | 1,018 | 1,018 |
Identified intangible assets, net | 595 | 729 |
Deferred tax assets | 44 | 24 |
Receivable from Parent, net | 0 | 46 |
Other long-term assets | 92 | 67 |
Long-term assets of discontinued operations | 0 | 2,578 |
Total assets | 2,849 | 5,474 |
Current liabilities: | ||
Accounts payable and other current liabilities | 276 | 219 |
Accrued compensation and benefits | 66 | 179 |
Accrued marketing | 101 | 118 |
Income taxes payable | 44 | 14 |
Long-term debt, current portion | 44 | 44 |
Liability to Parent, net | 4 | 0 |
Deferred revenue | 953 | 823 |
Payable to Enterprise Business | 50 | 0 |
Current liabilities of discontinued operations | 0 | 972 |
Total current liabilities | 1,538 | 2,369 |
Long-term debt, net | 2,889 | 3,943 |
Deferred tax liabilities | 17 | 5 |
Other long-term liabilities | 130 | 155 |
Deferred revenue, less current portion | 91 | 80 |
Long-term liabilities of discontinued operations | 0 | 660 |
Total liabilities | 4,665 | 7,212 |
Stockholders’ equity/members’ deficit: | ||
Total deficit | (1,816) | (1,738) |
Total liabilities, redeemable noncontrolling interests and deficit | 2,849 | 5,474 |
Variable Interest Entity, Primary Beneficiary | McAfee Corp | ||
Stockholders’ equity/members’ deficit: | ||
Members’ deficit | (741) | (646) |
Variable Interest Entity, Not Primary Beneficiary | Continuing LLC Owners | ||
Stockholders’ equity/members’ deficit: | ||
Members’ deficit | $ (1,075) | $ (1,092) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 25, 2021USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Unconditional purchase obligations | $ 420 |
Unconditional purchase obligations, expire | expire at various dates through 2026 |
Guarantees | $ 10 |
Guarantees, expire | expire at various dates through 2028 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions | Nov. 05, 2021USD ($)$ / shares |
Subsequent Event [Line Items] | |
Subsequent Event, Date | Nov. 5, 2021 |
Subsequent Event, Description | On November 5, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Condor BidCo, Inc., a Delaware corporation (“Parent”), and Condor Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which Merger Subsidiary will merge with and into the Company whereupon the separate corporate existence of Merger Subsidiary will cease and the Company will be the surviving corporation in the Merger (the “Surviving Corporation”) and will continue as a wholly owned subsidiary of Parent (the “Merger”). |
Conversion of Shares into Rights for Cash Consideration per share | $ / shares | $ 26 |
Tax Receivable Agreement | McAfee Corp. | |
Subsequent Event [Line Items] | |
Deferred tax liabilities current, tax receivable agreement, accounts payable and other accrued liabilities | $ | $ 2 |