Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 26, 2020 | Nov. 12, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 26, 2020 | |
Entity Registrant Name | McAfee Corp. | |
Entity Central Index Key | 0001783317 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-26 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
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 | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Trading Symbol | MCFE | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 157,324,990 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 267,065,127 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 28, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 348 | $ 167 |
Accounts receivable, net | 311 | 409 |
Deferred costs | 216 | 187 |
Other current assets | 77 | 68 |
Total current assets | 952 | 831 |
Property and equipment, net | 154 | 171 |
Goodwill | 2,431 | 2,428 |
Identified intangible assets, net | 1,748 | 2,071 |
Deferred tax assets | 59 | 55 |
Other long-term assets | 209 | 232 |
Total assets | 5,553 | 5,788 |
Current liabilities: | ||
Accounts payable and other current liabilities | 195 | 196 |
Accrued compensation and benefits | 150 | 209 |
Accrued marketing | 105 | 94 |
Income taxes payable | 13 | 15 |
Long-term debt, current portion | 44 | 43 |
Lease liabilities, current portion | 22 | 29 |
Deferred revenue | 1,605 | 1,574 |
Total current liabilities | 2,134 | 2,160 |
Long-term debt, net | 4,698 | 4,669 |
Deferred tax liabilities | 165 | 160 |
Other long-term liabilities | 218 | 175 |
Deferred revenue, less current portion | 661 | 718 |
Total liabilities | 7,876 | 7,882 |
Commitments and Contingencies | ||
Redeemable units (Note 5) | 41 | |
Stockholders' Equity (Deficit): | ||
Accumulated other comprehensive income (loss) | (137) | (62) |
Members’ deficit | (873) | (647) |
Accumulated deficit | (1,354) | (1,385) |
Total equity (deficit) | (2,364) | (2,094) |
Total liabilities, redeemable units and equity (deficit) | 5,553 | 5,788 |
MCAFEE CORP. | ||
Current liabilities: | ||
Commitments and Contingencies |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - MCAFEE CORP. - $ / shares | Sep. 26, 2020 | Dec. 28, 2019 |
Common Stock, par value | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 100 | 100 |
Common Stock, shares issued | 0 | 0 |
Common Stock, shares outstanding | 0 | 0 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net revenue | $ 728 | $ 662 | $ 2,129 | $ 1,953 |
Cost of sales | 209 | 203 | 619 | 632 |
Gross profit | 519 | 459 | 1,510 | 1,321 |
Operating expenses: | ||||
Sales and marketing | 186 | 184 | 534 | 567 |
Research and development | 88 | 96 | 274 | 289 |
General and administrative | 62 | 72 | 200 | 195 |
Amortization of intangibles | 55 | 55 | 165 | 168 |
Restructuring charges (Note 7) | (1) | 9 | 14 | |
Total operating expenses | 391 | 406 | 1,182 | 1,233 |
Operating income | 128 | 53 | 328 | 88 |
Interest expense and other, net | (73) | (76) | (223) | (219) |
Foreign exchange gain (loss), net | (43) | 43 | (49) | 44 |
Income (loss) before income taxes | 12 | 20 | 56 | (87) |
Provision for income tax expense | 12 | 29 | 25 | 68 |
Net income (loss) | (9) | 31 | (155) | |
Other comprehensive income (loss): | ||||
Gain (loss) on interest rate cash flow hedges, net of tax (Note 12) | 6 | (12) | (75) | (75) |
Total comprehensive income (loss) | $ 6 | $ (21) | $ (44) | $ (230) |
Net income (loss) per unit, basic | $ (0.02) | $ 0.08 | $ (0.41) | |
Net income (loss) per unit, diluted | $ (0.02) | $ 0.08 | $ (0.41) | |
Weighted-average units outstanding, basic | 379.3 | 377 | 378.4 | 376.4 |
Weighted-average units outstanding, diluted | 379.3 | 377 | 388.3 | 376.4 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 31 | $ (155) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 372 | 400 |
Equity-based compensation | 25 | 19 |
Deferred taxes | 3 | 13 |
Foreign exchange (gain) loss, net | 49 | (44) |
Other operating activities | 40 | 37 |
Change in assets and liabilities: | ||
Accounts receivable, net | 94 | 71 |
Deferred costs | (29) | (12) |
Other assets | (10) | (61) |
Other current liabilities | (12) | (27) |
Deferred revenue | (26) | 20 |
Other liabilities | (73) | 24 |
Net cash provided by operating activities | 464 | 285 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (5) | (2) |
Additions to property and equipment | (32) | (37) |
Other investing activities | (3) | (3) |
Net cash used in investing activities | (40) | (42) |
Cash flows from financing activities: | ||
Proceeds from the issuance of Member units | 2 | |
Payment for the long-term debt due to third party | (33) | (56) |
Proceeds from long-term debt | 685 | |
Payment for debt issuance costs | (6) | |
Distributions to Members | (200) | (1,081) |
Other financing activities | (14) | (11) |
Net cash used in financing activities | (245) | (469) |
Effect of exchange rate fluctuations on cash and cash equivalents | 2 | (2) |
Net increase (decrease) in cash and cash equivalents | 181 | (228) |
Cash and cash equivalents, beginning of period | 167 | 468 |
Cash and cash equivalents, end of period | 348 | 240 |
Supplemental disclosures of noncash investing and financing activities and cash flow information: | ||
Acquisition of property and equipment included in current liabilities | (2) | (6) |
Distributions to Members included in liabilities | (5) | (4) |
Cash paid during the period for: | ||
Interest, net of cash flow hedges | (210) | (209) |
Income taxes, net of refunds | $ (35) | $ (35) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (DEFICIT) - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Members' Equity (Deficit) | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Balance at Dec. 29, 2018 | $ (471) | $ (1) | $ 2 | $ 675 | $ (1,148) | $ (1) |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | |||||
Distributions to Members | $ (1,085) | (1,085) | ||||
Other comprehensive income, net of tax (Note 12) | (75) | (75) | ||||
Equity-based awards expense, net of equity withheld to cover taxes | 12 | 12 | ||||
Unit repurchases (Note 8) | (2) | (2) | ||||
Net income (loss) | (155) | (155) | ||||
Balance at Sep. 28, 2019 | (1,777) | (73) | (400) | (1,304) | ||
Balance at Jun. 29, 2019 | (1,715) | (61) | (359) | (1,295) | ||
Distributions to Members | (46) | (46) | ||||
Other comprehensive income, net of tax (Note 12) | (12) | (12) | ||||
Equity-based awards expense, net of equity withheld to cover taxes | 6 | 6 | ||||
Unit repurchases (Note 8) | (1) | (1) | ||||
Net income (loss) | (9) | (9) | ||||
Balance at Sep. 28, 2019 | (1,777) | (73) | (400) | (1,304) | ||
Balance at Dec. 28, 2019 | (2,094) | (62) | (647) | (1,385) | ||
Distributions to Members | (201) | (201) | ||||
Other comprehensive income, net of tax (Note 12) | (75) | (75) | ||||
Equity-based awards expense, net of equity withheld to cover taxes | 22 | 22 | ||||
Unit issuances | 2 | 2 | ||||
Unit repurchases (Note 8) | (10) | (10) | ||||
Reclassification of redeemable units (Note 5) | (41) | (41) | ||||
Net income (loss) | 31 | 31 | ||||
Other | 2 | 2 | ||||
Balance at Sep. 26, 2020 | (2,364) | (137) | (873) | (1,354) | ||
Balance at Jun. 27, 2020 | (2,282) | (143) | (785) | (1,354) | ||
Distributions to Members | (70) | (70) | ||||
Other comprehensive income, net of tax (Note 12) | 6 | 6 | ||||
Equity-based awards expense, net of equity withheld to cover taxes | 5 | 5 | ||||
Unit issuances | 1 | 1 | ||||
Reclassification of redeemable units (Note 5) | (24) | (24) | ||||
Balance at Sep. 26, 2020 | $ (2,364) | $ (137) | $ (873) | $ (1,354) |
Organization
Organization | 9 Months Ended |
Sep. 26, 2020 | |
MCAFEE CORP. | |
Organization | NOTE 1: ORGANIZATION McAfee Corp. (the “Corporation”) was incorporated in Delaware on July 19, 2019. The Corporation was formed for the purpose of completing an initial public offering (the “IPO”) and related transactions in order to carry on the business of Foundation Technology Worldwide LLC (“FTW”) and its subsidiaries (the “Company”). On October 21, 2020, the Corporation became the sole managing member and holder of 100% of the voting power of the Company due to the reorganization transactions described in Note 4 (the “Reorganization Transactions”). Foundation Technology Worldwide LLC is a leading-edge cybersecurity company that provides advanced security solutions to consumers, small and medium-sized businesses, large enterprises, and governments. With respect to the Corporation and the Company, each entity owns nothing other than 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 the IPO pursuant to which the Corporation and selling stockholders sold an aggregate of 37.0 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 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 the Company, at a purchase price per unit equal to the public offering price per share of Class A common stock, less underwriting discounts and commissions (Note 4). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 26, 2020 | |
MCAFEE CORP. | |
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The balance sheet as of September 26, 2020 is unaudited. The balance sheets have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Separate statements of operations, comprehensive income, changes in stockholder's equity and cash flows have not been presented in the financial statements because there have been no activities in this entity since its inception through September 26, 2020. The unaudited balance sheets, in the opinion of management, reflects all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair statement of the Corporation’s financial information. The balance sheet as of December 28, 2019, has been derived from the audited balance sheet as of that date, but it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim balance sheets should be read in conjunction with the audited balance sheet as of December 28, 2019 and related notes included in the final prospectus for the Corporation's IPO dated October 21, 2020 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) with the U.S. Securities and Exchange Commission (the “SEC”) (the “Prospectus”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 26, 2020 | |
MCAFEE CORP. | |
Stockholders' Equity | NOTE 3: STOCKHOLDERS’ EQUITY As of September 26, 2020 and December 28, 2019, the Corporation was authorized to issue 100 shares of Common Stock, par value $0.01 per share, none of which were issued and outstanding at September 26, 2020 and at December 28, 2019. On September 27, 2020, the Board of Directors of the Corporation approved and ratified certain organizational activities related to the Corporation including issuance of 100 shares of Common Stock, par value $0.01 per share, to the Company and other activities. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 26, 2020 | |
Subsequent Events | NOTE 15: SUBSEQUENT EVENTS In October 2020, the Corporation completed its IPO and consummated the following transactions. 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 the Company making the Corporation the sole managing member of the Company; • 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 holders of LLC Units following the IPO, other than Management Owners (as defined below), the Corporation and its subsidiaries, (“Continuing Owners”) and the members of the Company’s management who hold LLC Units following the closing of the offering or are to receive Class A common stock in satisfaction of the incentive awards, (“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 shares of Class A Common Stock, 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) will issue up to 5.7 million shares of its Class A common stock upon settlement of certain existing awards held by certain Management Owners, which were satisfied in connection with the Reorganization Transactions; and • the Corporation entered into (i) a tax receivable agreement with the TRA Beneficiaries and (ii) a stockholders agreement and a registration rights agreement with investment funds affiliated with or advised by TPG and Thoma Bravo, respectively, and Intel. Exchange Mechanics In connection with the IPO, the New LLC Agreement was adopted, allowing the Continuing LLC Owners (or certain permitted transferees), subject to certain restrictions, to exchange their LLC Units for shares of Class A common stock on a one-for-one basis (and cancels 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. 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 shares of Class A Common Stock, based on the value of such MIUs relative to their applicable distribution threshold. 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. After the Reorganization Transactions, the Corporation, as the sole managing member of FTW, exclusively operates and controls the business and affairs of FTW and will then consolidate FTW, with FTW considered the predecessor for accounting purposes. As the Continuing LLC Owners control both the Corporation and FTW, before and after the Reorganization Transactions, The Reorganization Transactions will be accounted for as a reorganization of entities under common control. Following the Reorganization Transactions, the consolidated financial statements of the Corporation will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical consolidated financial statements of FTW. The Corporation will report a noncontrolling interest related to the LLC Units held by the Continuing LLC Owners. The decision whether to tender LLC Units to FTW will be made solely at the discretion of the Continuing LLC Owners. Accordingly, the LLC Units owned by the Continuing LLC Owners will be treated as redeemable noncontrolling interests as the holders have the option to exchange their LLC Units for cash or for shares of the Corporation’s Class A common stock. Income Taxes and Tax Receivable Agreement The Corporation is subject to U.S. federal and state income taxes and will file consolidated income tax returns for U.S. federal and certain state jurisdictions and is subject to U.S. federal income taxes, in addition to state and local taxes, with respect to its allocable share of any net taxable income of FTW following the Reorganization Transactions. FTW continues to be classified as a partnership for U.S. federal income tax purposes. The contribution by the Continuing Owners to the Corporation of certain corporate entities in connection with the IPO (including the Reorganization Transactions) and future exchanges of LLC Units for shares of the Corporation’s Class A common stock are expected to produce or otherwise deliver to the Corporation favorable tax attributes that can reduce its taxable income. Prior to the completion of the IPO, the Corporation entered into a tax receivable agreement, under which generally will require it to pay to the TRA Beneficiaries 85% of the applicable cash savings, if any, in U.S. federal, state, and local income tax that the Corporation actually realizes or, in certain circumstances, is deemed to realize as a result of (i) all or a portion of the Corporation’s allocable share of existing tax basis in the assets of FTW (and its subsidiaries) acquired in connection with the Reorganization Transactions, (ii) increases in the Corporation’s allocable share of existing tax basis in the assets of FTW (and its subsidiaries) and tax basis adjustments in the assets of FTW (and its subsidiaries) as a result of sales or exchanges of LLC Units after the IPO, (iii) certain tax attributes of the corporations acquired by McAfee Corp. in connection with the Reorganization Transactions (including their allocable share of existing tax basis in the assets of FTW (and its subsidiaries)), and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The Corporation generally will retain the benefit of the remaining 15% of the applicable tax savings. Pursuant to the exchange mechanics described above, the Corporation may be required to acquire LLC Units of FTW from the holders for shares of the Corporation’s Class A common stock. An exchange of LLC Units is treated as a purchase of the LLC Units for U.S. federal income tax purposes. FTW and certain of its subsidiaries are treated as a partnership for U.S. federal income tax purposes and through which FTW owns its interests in the assets of the McAfee business has or will have an election under Section 754 of the Internal Revenue Code of 1986 Stockholders Agreement In connection with the IPO, the Corporation entered into a stockholders agreement with investment funds affiliated with TPG, Thoma Bravo, Intel, and certain other stockholders. Under the stockholders agreement, the Corporation is required to take all necessary action to cause the board of directors and its committees to include director candidates designated by TPG and Intel in the slate of director nominees recommended by the board of directors for election by the Corporation’s stockholders. Pursuant to the stockholders agreement, TPG, Intel, and Thoma Bravo also agreed to certain standstill provisions pursuant to which each is restricted from, among other things, acquiring the Corporation’s securities if that would result in it owning more than 49% of the Corporation’s outstanding voting power without the Corporation’s consent. Registration Rights Agreement The Corporation entered into a registration rights agreement with TPG, Thoma Bravo, Intel, certain other stockholders, and the Corporation’s Chief Executive Officer in connection with the IPO. The registration rights agreement provides TPG, Thoma Bravo, and Intel certain registration rights whereby, at any time following the IPO and the expiration of any related lock-up period, TPG, Thoma Bravo, and Intel can require the Corporation to register under the Securities Act shares of Class A common stock, including shares issuable to them upon exchange of their equity ownership in FTW. The IPO In connection with the completion of the IPO, the Corporation issued 31.0 million Class A common stock to the purchasers in the IPO. The Corporation used the net proceeds to purchase (directly or indirectly through shares of subsidiaries) (i) newly issued LLC Units from FTW and (ii) 1.7 million issued and outstanding LLC Units and an equal number of shares of Class B common stock from certain Continuing LLC Owners at a purchase price per unit equal to the IPO price of Class A common stock, less underwriting discounts and commissions. The Corporation purchased 29.3 million newly issued LLC Units from FTW at a price per unit equal to the public offering price, less underwriting discounts and commissions, an aggregate of $ 553 |
MCAFEE CORP. | |
Subsequent Events | NOTE 4: SUBSEQUENT EVENTS In October 2020, the Corporation completed its IPO and consummated the following transactions. 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 the Company making the Corporation the sole managing member of the Company; • 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 holders of LLC Units following the IPO, other than Management Owners (as defined below), the Corporation and its subsidiaries, (“Continuing Owners”) and the members of the Company’s management who hold LLC Units following the closing of the offering or are to receive Class A common stock in satisfaction of the incentive awards, (“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 shares of Class A Common Stock, 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) will issue up to 5.7 million shares of its Class A common stock upon settlement of certain existing awards held by certain Management Owners, which were satisfied in connection with the Reorganization Transactions; and • the Corporation entered into (i) a tax receivable agreement with the 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”.) Exchange Mechanics In connection with the IPO, the New LLC Agreement was adopted, allowing the Continuing LLC Owners (or certain permitted transferees), subject to certain restrictions, to exchange their LLC Units for shares of Class A common stock on a one-for-one basis (and cancels 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. 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 shares of Class A Common Stock, based on the value of such MIUs relative to their applicable distribution threshold. 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. After the Reorganization Transactions, the Corporation, as the sole managing member of FTW, exclusively operates and controls the business and affairs of FTW and will then consolidate FTW, with FTW considered the predecessor for accounting purposes. As the Continuing LLC Owners control both the Corporation and FTW, before and after the Reorganization Transactions, The Reorganization Transactions will be accounted for as a reorganization of entities under common control. Following the Reorganization Transactions, the consolidated financial statements of the Corporation will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical consolidated financial statements of FTW. The Corporation will report a noncontrolling interest related to the LLC Units held by the Continuing LLC Owners. The decision whether to tender LLC Units to FTW will be made solely at the discretion of the Continuing LLC Owners. Accordingly, the LLC Units owned by the Continuing LLC Owners will be treated as redeemable noncontrolling interests as the holders have the option to exchange their LLC Units for cash or for shares of the Corporation’s Class A common stock. Income Taxes and Tax Receivable Agreement The Corporation is subject to U.S. federal and state income taxes and will file consolidated income tax returns for U.S. federal and certain state jurisdictions and is subject to U.S. federal income taxes, in addition to state and local taxes, with respect to its allocable share of any net taxable income of FTW following the Reorganization Transactions. FTW continues to be classified as a partnership for U.S. federal income tax purposes. The contribution by the Continuing Owners to the Corporation of certain corporate entities in connection with the IPO (including the Reorganization Transactions) and future exchanges of LLC Units for shares of the Corporation’s Class A common stock are expected to produce or otherwise deliver to the Corporation favorable tax attributes that can reduce its taxable income. Prior to the completion of the IPO, the Corporation entered into a tax receivable agreement, under which generally will require it to pay to the TRA Beneficiaries 85% of the applicable cash savings, if any, in U.S. federal, state, and local income tax that the Corporation actually realizes or, in certain circumstances, is deemed to realize as a result of (i) all or a portion of the Corporation’s allocable share of existing tax basis in the assets of FTW (and its subsidiaries) acquired in connection with the Reorganization Transactions, (ii) increases in the Corporation’s allocable share of existing tax basis in the assets of FTW (and its subsidiaries) and tax basis adjustments in the assets of FTW (and its subsidiaries) as a result of sales or exchanges of LLC Units after the IPO, (iii) certain tax attributes of the corporations acquired by McAfee Corp. in connection with the Reorganization Transactions (including their allocable share of existing tax basis in the assets of FTW (and its subsidiaries)), and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The Corporation generally will retain the benefit of the remaining 15% of the applicable tax savings. Pursuant to the exchange mechanics described above, the Corporation may be required to acquire LLC Units of FTW from the holders for shares of the Corporation’s Class A common stock. An exchange of LLC Units is treated as a purchase of such LLC Units for U.S. federal income tax purposes. FTW and certain of its subsidiaries are treated as a partnership for U.S federal income tax purposes and through which FTW owns its interests in the assets of the McAfee business has or will have an election under Section 754 of the Internal Revenue Code of 1986 in effect for taxable years in which sales or exchanges of LLC Units occur. Pursuant to the Section 754 election, sales of LLC Units result in an increase in the tax basis of tangible and intangible assets of FTW and certain of its subsidiaries. When the Corporation acquires LLC Units from the Continuing LLC Owners, both the existing basis for certain assets and the anticipated basis adjustments will increase depreciation and amortization deductions allocable to the Corporation for tax purposes from FTW, and therefore reduce the amount of income tax the Corporation would otherwise be required to pay in the future to various tax authorities. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets of FTW and its subsidiaries to the extent increased tax basis is allocated to those capital assets. Stockholders Agreement In connection with the IPO, the Corporation entered into a stockholders agreement with investment funds affiliated with TPG, Thoma Bravo, Intel, and certain other stockholders. Under the stockholders agreement, the Corporation is required to take all necessary action to cause the board of directors and its committees to include director candidates designated by TPG and Intel in the slate of director nominees recommended by the board of directors for election by the Corporation’s stockholders. Pursuant to the stockholders agreement, TPG, Intel, and Thoma Bravo also agreed to certain standstill provisions pursuant to which each is restricted from, among other things, acquiring the Corporation’s securities if that would result in it owning more than 49% of the Corporation’s outstanding voting power without the Corporation’s consent. Registration Rights Agreement The Corporation entered into a registration rights agreement with TPG, Thoma Bravo, Intel, certain other stockholders, and the Corporation’s Chief Executive Officer in connection with the IPO. The registration rights agreement provides TPG, Thoma Bravo, and Intel certain registration rights whereby, at any time following the IPO and the expiration of any related lock-up period, TPG, Thoma Bravo, and Intel can require the Corporation to register under the Securities Act shares of Class A common stock, including shares issuable to them upon exchange of their equity ownership in FTW. The IPO In connection with the completion of the IPO, the Corporation issued 31.0 million Class A common stock to the purchasers in the IPO. The Corporation used the net proceeds to purchase (directly or indirectly through shares of subsidiaries) (i) newly issued LLC Units from FTW and (ii) 1.7 million issued and outstanding LLC Units and an equal number of shares of Class B common stock from certain Continuing LLC Owners at a purchase price per unit equal to the IPO price of Class A common stock, less underwriting discounts and commissions. The Corporation purchased 29.3 million newly issued LLC Units from FTW at a price per unit equal to the public offering price, less underwriting discounts and commissions, an aggregate of $553 million, collectively representing 6.8% of the FTW’s outstanding LLC Units. FTW used the proceeds contributed to it to repay all of its outstanding principal obligations with respect to its Second Lien Term Loan in an amount of $525 million and made a payment of $22 million due upon termination of its Management Services Agreement. FTW will incur or reimburse the Corporation for all of the expenses of the IPO. Following the IPO, the Corporation holds (directly or indirectly through subsidiaries) 157.3 million LLC Units that is equal to the |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 26, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1: BASIS OF PRESENTATION Background Foundation Technology Worldwide LLC is a Delaware limited liability company (“FTW”), which, as of September 26, 2020, was primarily owned by Manta Holdings L.P. (“Manta”) and a subsidiary of Intel Corporation (“Intel”), which through ownership in various subsidiaries, wholly owns McAfee, LLC, a Delaware limited liability company, (“McAfee, LLC”) and its consolidated subsidiaries (collectively “McAfee”, the “Company”, “we”, “our” or “us”). McAfee is a leading-edge cybersecurity company that provides advanced security solutions to consumers, small and medium-sized businesses, large enterprises, and governments. Security technologies from McAfee use a unique, predictive capability that is powered by McAfee Global Threat Intelligence, which enables home users and businesses 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 and other related transactions in order to carry on the business of the Company and its subsidiaries. In October 2020, the Corporation completed an IPO pursuant to which the Corporation and selling stockholders sold an aggregate of 37.0 million shares of Class A common stock at a public offering price of $20.00 per share. The Corporation 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 the Company, at a purchase price per unit equal to the public offering price per share of Class A common stock, less underwriting discounts and commissions In October 2020, the Board of FTW approved and effected a four-for-one unit split of our member units. All unit and per unit data included in these condensed consolidated financial statements give effect to the unit split and have been retroactively adjusted for all periods. Principles of Consolidation All intercompany balances and transactions within McAfee have been eliminated in consolidation. Any transactions between McAfee and Intel, Manta or Manta’s owners are considered transactions with Members. These unaudited 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 28, 2019, 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 U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the period ended December 28, 2019 and related notes included in our final prospectus for the Corporation's IPO dated October 21, 2020 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) with the SEC (the “Prospectus”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. 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: • 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; • determining our technology constrained customer life; • projections of future cash flows related to revenue share and related agreements with our personal computer original equipment manufacturer partners; • fair value estimates for assets and liabilities acquired in business combinations; • the valuation and recoverability of identified intangible assets and goodwill; • recognition and measurement of foreign current and deferred income taxes as well as our uncertain tax positions; • determining our discount rates; • fair value of our equity awards; and • fair value of long-term debt and related swaps. 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 26, 2020 is a 52-week year starting on December 29, 2019. These condensed consolidated financial statements are presented as of September 26, 2020, and December 28, 2019 and for the three and nine months ended September 26, 2020 and three and nine months ended September 28, 2019. Three and nine months ended September 26, 2020 consisted of 13 and 39 weeks, respectively, whereas the three and nine months ended September 28, 2019 consisted of 13 and 39 weeks, respectively. |
Recent Accounting Standards
Recent Accounting Standards | 9 Months Ended |
Sep. 26, 2020 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Standards | NOTE 2: RECENT ACCOUNTING STANDARDS Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. We adopted Topic 326 on December 29, 2019 and it had an immaterial impact on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which clarifies the accounting for implementation costs in cloud computing arrangements. We adopted ASU 2018-15 on December 29, 2019 prospectively, which had an immaterial impact on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The standard provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. We adopted ASU 2020-04 on June 27, 2020 and it had no impact on our consolidated financial statements and related disclosures. The guidance is potentially applicable when we modify the current reference rate of LIBOR to another reference rate on our 1 st nd Recent Accounting Standards Not Yet Adopted 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. ASU 2019-12 is effective for us in the first quarter of fiscal year 2021. We are currently evaluating the impact of this standard on our consolidated financial statements, including accounting policies, processes and systems. |
Revenue from Contract with Cust
Revenue from Contract with Customers | 9 Months Ended |
Sep. 26, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | NOTE 3: REVENUE FROM CONTRACTS WITH CUSTOMERS Deferred Revenue During the nine months ended September 26, 2020, we recognized $1,346 million from our deferred revenue balance as of December 28, 2019. During the nine months ended September 28, 2019, we recognized $1,239 million in revenue from our deferred revenue balance as of December 29, 2018. Transaction Price Allocated to the Remaining Performance Obligations As of September 26, 2020, we have $2,414 million in 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 revenue on approximately 71% over the next 12 months, 26% in next 13 to 36 months, with the remaining balance recognized thereafter. |
Leases
Leases | 9 Months Ended |
Sep. 26, 2020 | |
Leases [Abstract] | |
Leases | NOTE 4: LEASES As of September 26, 2020, we have operating leases primarily for corporate offices and data centers and no significant finance leases. Information related to operating leases was as follows: Nine Months Ended (in millions) September 26, 2020 September 28, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 29 $ 29 Right-of-use assets obtained in exchange for operating lease obligations 16 45 |
Transactions with Members and R
Transactions with Members and Related Parties | 9 Months Ended |
Sep. 26, 2020 | |
Related Party Transactions [Abstract] | |
Transactions with Members and Related Parties | NOTE 5: TRANSACTIONS WITH MEMBERS AND RELATED PARTIES We declared cash distributions to our Members during the three and nine months ended September 26, 2020 in the aggregate amount of $70 million and $201 million, respectively. We declared cash distributions to our Members during the three and nine months ended September 28, 2019 in the aggregate amount of $46 million and $1,085 million, respectively. In October 2020, we declared cash distributions to our Members in the amount of $75 million. 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 during the three months ended June 27, 2020. We also agreed to repurchase his remaining outstanding equity units, which is classified as temporary equity within Redeemable 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 unit would no longer be repurchased. As of September 26, 2020, the estimated value of the April 2021 repurchase was $41 million. Subsequent to the IPO in October 2020, we are no longer required to repurchase the outstanding equity units. Subsequent to the IPO in October 2020, we also paid $22 million to certain affiliates of TPG, Thoma Bravo and Intel upon the termination of the Management Services Agreement. Our Intel receivable, net consisted of the following: As of (in millions) September 26, 2020 December 28, 2019 Intel receivable ( 1) Tax indemnity $ 8 $ 10 Total 8 10 Intel payable ( 1) Tax indemnity (2 ) (4 ) Total (2 ) (4 ) Total, net ( 2) $ 6 $ 6 (1) We have the contractual right of offset of our receivables and payables with Intel. (2) As of December 28, 2019, $2 million and $4 million are recorded in Other current assets and Other long-term assets, respectively, on the condensed consolidated balance sheet. As of September 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. We had these additional transactions with companies who partially own Manta (“Manta Owners”) and companies owned or partially owned by the Manta Owners (“Manta Affiliates”) or Intel (“Intel Affiliates”) and therefore qualify as related parties. These transactions include sales of our products and purchases of various goods or services. Revenue from the sales transactions are recognized in accordance with our revenue recognition policy. Other transactions with related parties are as follows: Three Months Ended Nine Months Ended (in millions) September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Sales with related parties: Intel $ 1 $ — $ 1 $ — Manta Owners 1 — 1 — Manta Affiliates — 1 2 4 Other 1 1 2 2 Total $ 3 $ 2 $ 6 $ 6 Payments to related parties: Intel $ — $ 1 $ 2 $ 4 Manta Owners 1 2 6 7 Manta Affiliates 8 7 27 25 Other — 3 5 11 Total $ 9 $ 13 $ 40 $ 47 |
Operating Segments
Operating Segments | 9 Months Ended |
Sep. 26, 2020 | |
Segment Reporting [Abstract] | |
Operating Segments | NOTE 6: OPERATING SEGMENTS We have two operating segments, which also represent our reportable segments and reporting units: • Enterprise – Includes security solutions for large enterprises, governments, small and medium-sized businesses. • Consumer – Includes security solutions for consumers. We manage our business activities primarily on a product-segmentation basis and whether they serve consumers or enterprises. The Chief Operating Decision Maker (“CODM”) allocates resources to and assesses the performance of each operating segment primarily using information about its operating income (loss), net revenue, and depreciation and amortization. The CODM does not evaluate operating segments using discrete asset information. We allocate all shared expenses to the operating segments. Significant information by segment is as follows: Three Months Ended Nine Months Ended (in millions) September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Net revenue: Consumer $ 395 $ 322 $ 1,132 $ 956 Enterprise 333 340 997 997 Total $ 728 $ 662 $ 2,129 $ 1,953 Depreciation and amortization: Consumer $ 67 $ 68 $ 203 $ 208 Enterprise 53 63 169 192 Total $ 120 $ 131 $ 372 $ 400 Operating income (loss): Consumer $ 106 $ 71 $ 307 $ 198 Enterprise 22 (18 ) 21 (110 ) Total $ 128 $ 53 $ 328 $ 88 A significant portion of the operating segments’ operating expenses are derived from shared resources including research and development, accounting, real estate, information technology, treasury, human resources, procurement and other corporate infrastructure expenses. We allocated these operating expenses to the operating segments based on the estimated utilization of services provided to or benefits received by the operating segments. 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) September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 United States $ 402 $ 352 $ 1,173 $ 1,042 Other 326 310 956 911 Total net revenue $ 728 $ 662 $ 2,129 $ 1,953 |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 26, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | NOTE 7: RESTRUCTURING 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. Restructuring charges are as follows: Three Months Ended Nine Months Ended (in millions) September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Employee severance and benefits $ — $ (1 ) $ 9 $ 14 Total $ — $ (1 ) $ 9 $ 14 In January 2020, we commenced the 2020 transformation initiative, in which we are realigning our staffing across various departments. As part of the initiative, we have incurred employee severance and benefits costs of none and $9 million recorded in restructuring charges in the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 26, 2020, respectively. The balance of our restructuring activities are as follows: (in millions) Enterprise Consumer Total Employee severance and benefits As of December 28, 2019 $ 2 $ — $ 2 Additional accruals 8 1 9 Cash payments (10 ) (1 ) (11 ) As of September 26, 2020 $ — $ — $ — |
Employee Incentives
Employee Incentives | 9 Months Ended |
Sep. 26, 2020 | |
Compensation Related Costs [Abstract] | |
Employee Incentives | Error extracting Word content |
Debt
Debt | 9 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9: DEBT Our long-term debt balance consisted of the following: (in millions) As of September 26, 2020 As of December 28, 2019 Long-term debt, net: 1 st ( 1) $ 3,004 $ 3,020 1 st ( 2) 1,242 1,200 2 nd ( 3) 511 509 Long-term debt, net of unamortized discounts $ 4,757 $ 4,729 Unamortized deferred financing costs (15 ) (17 ) Current installments of long-term debt (44 ) (43 ) Total $ 4,698 $ 4,669 (1) During the nine months ended September 26, 2020, the weighted average interest rate was 4.6% (2) During the nine months ended September 26, 2020, the weighted average interest rate was 3.5% (3) During the nine months ended September 26, 2020, the weighted average interest rate was 9.7% Long-Term Debt As of September 26, 2020, the material terms of our outstanding debt remain unchanged from those described in our consolidated financial statements as of December 28, 2019. Subsequent to the IPO of McAfee Corp. in October 2020, we repaid all outstanding principal obligations with respect to our Second Lien Term loan of $525 million and paid $4 million of related accrued interest. We also recognized the remaining unamortized discount and unamortized deferred financing costs related to our Second Lien Term loan totaling $14 million in October 2020. Revolving Credit Facility In March 2020, we borrowed $300 million under the Revolving Credit Facility pursuant to the 1st Lien Credit Agreement (“Revolving Credit Facility”). The funds were borrowed for general corporate purposes due to seasonality in cash flow generation and as a precautionary measure in response to general market conditions. In June 2020, we repaid the Revolving Credit Facility in full and have no outstanding balance on the Revolving Credit Facility as of September 26, 2020. During the nine months ended September 26, 2020, the weighted average interest rate was 4.3%. As of September 26, 2020, we had a letter of credit of $4 million issued against the Revolving Credit Facility and $496 million of undrawn capacity under the Revolving Credit Facility. As of September 26, 2020, our commitment fee on the unused portion of the facility was 0.50%. In October 2020, McAfee, LLC entered into an agreement to extend the maturity date of, and increased the amount available to us under, a portion of the commitments under the Revolving Credit Facility. As a result of this agreement, the Revolving Credit Facility consists of a $164 million tranche that will mature on September 29, 2022 and a $500 million tranche that will mature on September 29, 2024. Debt Covenants and Restrictions No event of default had occurred under any of our debt obligations as of September 26, 2020. We were not required to make any additional prepayments above the 0.25% per quarter amortization of the 1 st |
Income Tax
Income Tax | 9 Months Ended |
Sep. 26, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 10: INCOME TAX The tax provisions are largely comprised of withholding tax and non-U.S. income tax. 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 26, 2020 and December 28, 2019, we had uncertain tax positions, including interest and penalties, of $15 million and $27 million, respectively, primarily recorded within Other long-term liabilities 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 5). During the first quarter of 2020, we concluded an analysis of the impact of recently enacted tax laws on us. As a result, we filed an election to treat one of our non-U.S. subsidiary entities as a corporation for U.S federal income tax purposes retroactively back to the first quarter of 2019. This election resulted in the recognition of an income tax benefit of $10 million in the three months ended March 28, 2020. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Interest Rate Swaps | 9 Months Ended |
Sep. 26, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments and Interest Rate Swaps | NOTE 11: 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 26, 2020 Financial instruments not carried at fair value: Long-term debt, gross of discounts and deferred issuance costs (Note 9) $ — $ (4,793 ) $ — Financial instruments carried at fair value: Interest rate swaps $ — $ (136 ) $ — As of December 28, 2019 Financial instruments not carried at fair value: Long-term debt, gross of discounts and deferred issuance costs (Note 9) $ — $ (4,817 ) $ — Financial instruments carried at fair value: Interest rate swaps $ — $ (61 ) $ — 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 9). As of September 26, 2020, the outstanding effective arrangements were as follows: Notional Value (in millions) Effective Date Expiration Date Fixed Rate $225 January 29, 2018 January 29, 2021 2.33% $250 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% On March 2, 2020, we cancelled an existing interest rate swap with a notional value of $750 million and accepted an off-market fixed rate on a new interest rate swap to offset the cost of the fair value of the original swap. At the time of the cancellation, the original interest rate swap had a negative fair value of $37 million and was recorded in Accounts payable and other current liabilities and Other long-term liabilities on the condensed consolidated balance sheet. The liability associated with the original interest rate swap was incorporated into the fair value of the new interest rate swap. The gross amounts of our interest rate swaps, which are subject to master netting arrangements, were as follows: (in millions) Gross amounts recognized Gross amount offset in Balance Sheets Net amounts presented in Balance Sheets As of September 26, 2020 Accounts payable and other current liabilities $ (44 ) $ — $ (44 ) Other long-term liabilities (92 ) — (92 ) As of December 28, 2019 Accounts payable and other current liabilities $ (19 ) $ — $ (19 ) Other long-term liabilities (42 ) — (42 ) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 26, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | NOTE 12: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Adjustments to Accumulated other comprehensive income (loss), net, are as follow: (in millions) Gain (Loss) on Cash Flow Hedges Pension and Postretirement Benefits Gain (Loss) Accumulated Other Comprehensive Income (Loss), Net As of June 27, 2020 $ (142 ) $ (1 ) $ (143 ) Other comprehensive income (loss) before reclassifications (7 ) — (7 ) Amounts reclassified from accumulated other comprehensive income (loss) 13 — 13 As of September 26, 2020 $ (136 ) $ (1 ) $ (137 ) As of June 29, 2019 $ (61 ) $ — $ (61 ) Other comprehensive income (loss) before reclassifications (13 ) — (13 ) Amounts reclassified from accumulated other comprehensive income (loss) 1 — 1 As of September 28, 2019 $ (73 ) $ — $ (73 ) (in millions) Gain (Loss) on Cash Flow Hedges Pension and Postretirement Benefits Gain (Loss) Accumulated Other Comprehensive Income (Loss), Net As of December 28, 2019 $ (61 ) $ (1 ) $ (62 ) Other comprehensive loss before reclassifications (102 ) — (102 ) Amounts reclassified from accumulated other comprehensive income (loss) 27 — 27 As of September 26, 2020 $ (136 ) $ (1 ) $ (137 ) As of December 29, 2018 $ 2 $ — $ 2 Other comprehensive loss before reclassifications (75 ) — (75 ) Amounts reclassified from accumulated other comprehensive income (loss) — — — As of September 28, 2019 $ (73 ) $ — $ (73 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 26, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13: COMMITMENTS AND CONTINGENCIES As of September 26, 2020, we have unconditional purchase obligations of $162 million that expire at various dates through 2025 and guarantees of $12 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. |
Earnings (Loss) Per Unit
Earnings (Loss) Per Unit | 9 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Unit | NOTE 14: EARNINGS (LOSS) PER UNIT Three Months Ended Nine Months Ended (in millions except per unit data) September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Net income (loss) $ — $ (9 ) $ 31 $ (155 ) Weighted average units outstanding - basic 379.3 377.0 378.4 376.4 Incremental units attributable to equity awards ( 1) — — 9.9 — Weighted average units outstanding - diluted 379.3 377.0 388.3 376.4 Net income (loss) per unit, basic $ — $ (0.02 ) $ 0.08 $ (0.41 ) Net income (loss) per unit, diluted $ — $ (0.02 ) $ 0.08 $ (0.41 ) (1) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 26, 2020 | |
Principles of Consolidation | Principles of Consolidation All intercompany balances and transactions within McAfee have been eliminated in consolidation. Any transactions between McAfee and Intel, Manta or Manta’s owners are considered transactions with Members. These unaudited 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 28, 2019, 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 U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the period ended December 28, 2019 and related notes included in our final prospectus for the Corporation's IPO dated October 21, 2020 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) with the SEC (the “Prospectus”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. Our functional currency for all of our subsidiaries is the U.S. dollar (“USD”). |
Use of Estimates | 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: • 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; • determining our technology constrained customer life; • projections of future cash flows related to revenue share and related agreements with our personal computer original equipment manufacturer partners; • fair value estimates for assets and liabilities acquired in business combinations; • the valuation and recoverability of identified intangible assets and goodwill; • recognition and measurement of foreign current and deferred income taxes as well as our uncertain tax positions; • determining our discount rates; • fair value of our equity awards; and • fair value of long-term debt and related swaps. 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 | Fiscal Calendar We maintain a 52- or 53-week fiscal year that ends on the last Saturday in December. The year ending December 26, 2020 is a 52-week year starting on December 29, 2019. These condensed consolidated financial statements are presented as of September 26, 2020, and December 28, 2019 and for the three and nine months ended September 26, 2020 and three and nine months ended September 28, 2019. Three and nine months ended September 26, 2020 consisted of 13 and 39 weeks, respectively, whereas the three and nine months ended September 28, 2019 consisted of 13 and 39 weeks, respectively. |
Recently Adopted Accounting Standards and Recent Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. We adopted Topic 326 on December 29, 2019 and it had an immaterial impact on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which clarifies the accounting for implementation costs in cloud computing arrangements. We adopted ASU 2018-15 on December 29, 2019 prospectively, which had an immaterial impact on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The standard provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. We adopted ASU 2020-04 on June 27, 2020 and it had no impact on our consolidated financial statements and related disclosures. The guidance is potentially applicable when we modify the current reference rate of LIBOR to another reference rate on our 1 st nd Recent Accounting Standards Not Yet Adopted 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. ASU 2019-12 is effective for us in the first quarter of fiscal year 2021. We are currently evaluating the impact of this standard on our consolidated financial statements, including accounting policies, processes and systems. |
MCAFEE CORP. | |
Basis of Accounting | Basis of Accounting The balance sheet as of September 26, 2020 is unaudited. The balance sheets have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Separate statements of operations, comprehensive income, changes in stockholder's equity and cash flows have not been presented in the financial statements because there have been no activities in this entity since its inception through September 26, 2020. The unaudited balance sheets, in the opinion of management, reflects all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair statement of the Corporation’s financial information. The balance sheet as of December 28, 2019, has been derived from the audited balance sheet as of that date, but it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim balance sheets should be read in conjunction with the audited balance sheet as of December 28, 2019 and related notes included in the final prospectus for the Corporation's IPO dated October 21, 2020 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) with the U.S. Securities and Exchange Commission (the “SEC”) (the “Prospectus”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Leases [Abstract] | |
Schedule of Information Related to Operating Leases | As of September 26, 2020, we have operating leases primarily for corporate offices and data centers and no significant finance leases. Information related to operating leases was as follows: Nine Months Ended (in millions) September 26, 2020 September 28, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 29 $ 29 Right-of-use assets obtained in exchange for operating lease obligations 16 45 |
Transactions with Members and_2
Transactions with Members and Related Parties (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Receivable, Net | Our Intel receivable, net consisted of the following: As of (in millions) September 26, 2020 December 28, 2019 Intel receivable ( 1) Tax indemnity $ 8 $ 10 Total 8 10 Intel payable ( 1) Tax indemnity (2 ) (4 ) Total (2 ) (4 ) Total, net ( 2) $ 6 $ 6 (1) We have the contractual right of offset of our receivables and payables with Intel. (2) As of December 28, 2019, $2 million and $4 million are recorded in Other current assets and Other long-term assets, respectively, on the condensed consolidated balance sheet. As of September 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. |
Summary of Other Transactions with Related Parties | Other transactions with related parties are as follows: Three Months Ended Nine Months Ended (in millions) September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Sales with related parties: Intel $ 1 $ — $ 1 $ — Manta Owners 1 — 1 — Manta Affiliates — 1 2 4 Other 1 1 2 2 Total $ 3 $ 2 $ 6 $ 6 Payments to related parties: Intel $ — $ 1 $ 2 $ 4 Manta Owners 1 2 6 7 Manta Affiliates 8 7 27 25 Other — 3 5 11 Total $ 9 $ 13 $ 40 $ 47 |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Information by Segment | Significant information by segment is as follows: Three Months Ended Nine Months Ended (in millions) September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Net revenue: Consumer $ 395 $ 322 $ 1,132 $ 956 Enterprise 333 340 997 997 Total $ 728 $ 662 $ 2,129 $ 1,953 Depreciation and amortization: Consumer $ 67 $ 68 $ 203 $ 208 Enterprise 53 63 169 192 Total $ 120 $ 131 $ 372 $ 400 Operating income (loss): Consumer $ 106 $ 71 $ 307 $ 198 Enterprise 22 (18 ) 21 (110 ) Total $ 128 $ 53 $ 328 $ 88 |
Schedule of Revenue by Geographic Region | 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) September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 United States $ 402 $ 352 $ 1,173 $ 1,042 Other 326 310 956 911 Total net revenue $ 728 $ 662 $ 2,129 $ 1,953 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Restructuring Charges | Restructuring charges are as follows: Three Months Ended Nine Months Ended (in millions) September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Employee severance and benefits $ — $ (1 ) $ 9 $ 14 Total $ — $ (1 ) $ 9 $ 14 |
Schedule of Balance of Restructuring Activities | The balance of our restructuring activities are as follows: (in millions) Enterprise Consumer Total Employee severance and benefits As of December 28, 2019 $ 2 $ — $ 2 Additional accruals 8 1 9 Cash payments (10 ) (1 ) (11 ) As of September 26, 2020 $ — $ — $ — |
Employee Incentives (Tables)
Employee Incentives (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Compensation Related Costs [Abstract] | |
Schedule of Outstanding Deferred Cash and Equity Related to Acquisitions | As of September 26, 2020, our outstanding deferred cash and equity related to our acquisitions is as follows: (in millions) Outstanding deferred cash and equity balance at December 28, 2019 $ 20 Accruals 8 Restricted Class A Unit vesting (3 ) Cash payment (15 ) Outstanding deferred cash and equity balance at September 26, 2020 $ 10 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Our long-term debt balance consisted of the following: (in millions) As of September 26, 2020 As of December 28, 2019 Long-term debt, net: 1 st ( 1) $ 3,004 $ 3,020 1 st ( 2) 1,242 1,200 2 nd ( 3) 511 509 Long-term debt, net of unamortized discounts $ 4,757 $ 4,729 Unamortized deferred financing costs (15 ) (17 ) Current installments of long-term debt (44 ) (43 ) Total $ 4,698 $ 4,669 (1) During the nine months ended September 26, 2020, the weighted average interest rate was 4.6% (2) During the nine months ended September 26, 2020, the weighted average interest rate was 3.5% (3) During the nine months ended September 26, 2020, the weighted average interest rate was 9.7% |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments and Interest Rate Swaps (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
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 26, 2020 Financial instruments not carried at fair value: Long-term debt, gross of discounts and deferred issuance costs (Note 9) $ — $ (4,793 ) $ — Financial instruments carried at fair value: Interest rate swaps $ — $ (136 ) $ — As of December 28, 2019 Financial instruments not carried at fair value: Long-term debt, gross of discounts and deferred issuance costs (Note 9) $ — $ (4,817 ) $ — Financial instruments carried at fair value: Interest rate swaps $ — $ (61 ) $ — |
Schedule of Interest Rate Outstanding Effective Arrangements | We have multiple interest rate swaps in order to fix the LIBOR portion of our USD denominated variable rate borrowings (Note 9). As of September 26, 2020, the outstanding effective arrangements were as follows: Notional Value (in millions) Effective Date Expiration Date Fixed Rate $225 January 29, 2018 January 29, 2021 2.33% $250 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 amounts recognized Gross amount offset in Balance Sheets Net amounts presented in Balance Sheets As of September 26, 2020 Accounts payable and other current liabilities $ (44 ) $ — $ (44 ) Other long-term liabilities (92 ) — (92 ) As of December 28, 2019 Accounts payable and other current liabilities $ (19 ) $ — $ (19 ) Other long-term liabilities (42 ) — (42 ) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Equity [Abstract] | |
Schedule of Adjustments to Accumulated Other Comprehensive Income (Loss), Net | Adjustments to Accumulated other comprehensive income (loss), net, are as follow: (in millions) Gain (Loss) on Cash Flow Hedges Pension and Postretirement Benefits Gain (Loss) Accumulated Other Comprehensive Income (Loss), Net As of June 27, 2020 $ (142 ) $ (1 ) $ (143 ) Other comprehensive income (loss) before reclassifications (7 ) — (7 ) Amounts reclassified from accumulated other comprehensive income (loss) 13 — 13 As of September 26, 2020 $ (136 ) $ (1 ) $ (137 ) As of June 29, 2019 $ (61 ) $ — $ (61 ) Other comprehensive income (loss) before reclassifications (13 ) — (13 ) Amounts reclassified from accumulated other comprehensive income (loss) 1 — 1 As of September 28, 2019 $ (73 ) $ — $ (73 ) (in millions) Gain (Loss) on Cash Flow Hedges Pension and Postretirement Benefits Gain (Loss) Accumulated Other Comprehensive Income (Loss), Net As of December 28, 2019 $ (61 ) $ (1 ) $ (62 ) Other comprehensive loss before reclassifications (102 ) — (102 ) Amounts reclassified from accumulated other comprehensive income (loss) 27 — 27 As of September 26, 2020 $ (136 ) $ (1 ) $ (137 ) As of December 29, 2018 $ 2 $ — $ 2 Other comprehensive loss before reclassifications (75 ) — (75 ) Amounts reclassified from accumulated other comprehensive income (loss) — — — As of September 28, 2019 $ (73 ) $ — $ (73 ) |
Earnings (Loss) Per Unit (Table
Earnings (Loss) Per Unit (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Unit | Three Months Ended Nine Months Ended (in millions except per unit data) September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Net income (loss) $ — $ (9 ) $ 31 $ (155 ) Weighted average units outstanding - basic 379.3 377.0 378.4 376.4 Incremental units attributable to equity awards ( 1) — — 9.9 — Weighted average units outstanding - diluted 379.3 377.0 388.3 376.4 Net income (loss) per unit, basic $ — $ (0.02 ) $ 0.08 $ (0.41 ) Net income (loss) per unit, diluted $ — $ (0.02 ) $ 0.08 $ (0.41 ) (1) |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Oct. 21, 2020 | Oct. 31, 2020 | Oct. 24, 2020 | Sep. 26, 2020 | Dec. 28, 2019 |
Business, formation date | Jul. 19, 2019 | ||||
Initial Public Offering | Subsequent Event | Class A Common Stock | |||||
Common stock, shares, issued | 37 | ||||
Common stock per share | $ 20 | ||||
Proceeds from issuance of common stock | $ 586 | ||||
MCAFEE CORP. | |||||
Business, formation date | Jul. 19, 2019 | ||||
Common Stock, par value | $ 0.01 | $ 0.01 | |||
MCAFEE CORP. | Subsequent Event | Class A Common Stock | |||||
Common stock, shares, issued | 31 | ||||
MCAFEE CORP. | Subsequent Event | Foundation Technology Worldwide L L C | |||||
Purchase of issued and outstanding LLC units cost | $ 553 | ||||
MCAFEE CORP. | Subsequent Event | LLC Units | |||||
Purchase of issued and outstanding LLC units cost | $ 553 | 553 | |||
MCAFEE CORP. | Subsequent Event | Continuing LLC Owners | |||||
Purchase of issued and outstanding LLC units cost | 33 | $ 33 | |||
MCAFEE CORP. | Initial Public Offering | Subsequent Event | |||||
Proceeds from issuance of common stock | $ 586 | ||||
MCAFEE CORP. | Initial Public Offering | Subsequent Event | Class A Common Stock | |||||
Common stock, shares, issued | 37 | ||||
Common Stock, par value | $ 0.001 | ||||
Common stock per share | $ 20 | ||||
MCAFEE CORP. | Initial Public Offering | Subsequent Event | Foundation Technology Worldwide L L C | |||||
Percentage of ownership before transaction | 100.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - MCAFEE CORP. - $ / shares | Sep. 27, 2020 | Sep. 26, 2020 | Dec. 28, 2019 |
Class Of Stock [Line Items] | |||
Common Stock, par value | $ 0.01 | $ 0.01 | |
Common Stock, shares authorized | 100 | 100 | |
Common Stock, shares issued | 0 | 0 | |
Common Stock, shares outstanding | 0 | 0 | |
Organizational Activities | |||
Class Of Stock [Line Items] | |||
Common Stock, par value | $ 0.01 | ||
Common Stock, shares issued | 100 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) shares in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | |||
Oct. 24, 2020USD ($)shares | Oct. 24, 2020USD ($)shares | Sep. 26, 2020USD ($) | Sep. 28, 2019USD ($) | Oct. 31, 2020USD ($) | |
Subsequent Event [Line Items] | |||||
Repayments of long-term debt | $ | $ 33 | $ 56 | |||
Class A Common Stock | Maximum | |||||
Subsequent Event [Line Items] | |||||
Common stock shares for future issuance | 5.7 | 5.7 | |||
Subsequent Event | Continuing LLC Owners | Parent Company | |||||
Subsequent Event [Line Items] | |||||
Purchase of issued and outstanding LLC units | 1.7 | ||||
Subsequent Event | Foundation Technology Worldwide L L C | Parent Company | |||||
Subsequent Event [Line Items] | |||||
Purchase of issued and outstanding LLC units | 29.3 | ||||
Purchase of issued and outstanding LLC units cost | $ | $ 553 | $ 553 | |||
Purchase of issued and outstanding LLC units ownership interest | 6.80% | ||||
Subsequent Event | Foundation Technology Worldwide L L C | Second Lien U S D Term Loan | |||||
Subsequent Event [Line Items] | |||||
Repayments of long-term debt | $ | $ 525 | $ 525 | |||
Subsequent Event | Tax Receivable Agreement | Parent Company | |||||
Subsequent Event [Line Items] | |||||
TRA beneficiaries, cash savings percentage | 85.00% | 85.00% | |||
Remaining cash savings percentage | 15.00% | 15.00% | |||
Subsequent Event | Stockholders Agreement | Parent Company | |||||
Subsequent Event [Line Items] | |||||
Percentage of maximum ownership interest acquirable | 49.00% | ||||
Subsequent Event | Management Services Agreement | |||||
Subsequent Event [Line Items] | |||||
Payments of termination fees | $ | $ 22 | ||||
Subsequent Event | Management Services Agreement | Foundation Technology Worldwide L L C | |||||
Subsequent Event [Line Items] | |||||
Payments of termination fees | $ | $ 22 | $ 22 | |||
Subsequent Event | Class A Common Stock | Parent Company | |||||
Subsequent Event [Line Items] | |||||
Shares settlement, exchange ratio | 1 | ||||
Stock issued for exchange of ownership | 126.3 | ||||
Common stock shares issued | 31 | ||||
Subsequent Event | Class A Common Stock | Maximum | |||||
Subsequent Event [Line Items] | |||||
Common stock shares for future issuance | 5.7 | 5.7 | |||
Subsequent Event | MCAFEE CORP. | |||||
Subsequent Event [Line Items] | |||||
Holding number of limited liability company units | 157.3 | 157.3 | |||
Subsequent Event | MCAFEE CORP. | Continuing LLC Owners | |||||
Subsequent Event [Line Items] | |||||
Purchase of issued and outstanding LLC units | 1.7 | ||||
Purchase of issued and outstanding LLC units cost | $ | $ 33 | $ 33 | $ 33 | ||
Subsequent Event | MCAFEE CORP. | Foundation Technology Worldwide L L C | |||||
Subsequent Event [Line Items] | |||||
Purchase of issued and outstanding LLC units | 29.3 | ||||
Purchase of issued and outstanding LLC units cost | $ | $ 553 | $ 553 | |||
Purchase of issued and outstanding LLC units ownership interest | 6.80% | ||||
Subsequent Event | MCAFEE CORP. | Tax Receivable Agreement | |||||
Subsequent Event [Line Items] | |||||
TRA beneficiaries, cash savings percentage | 85.00% | 85.00% | |||
Remaining cash savings percentage | 15.00% | 15.00% | |||
Subsequent Event | MCAFEE CORP. | Stockholders Agreement | |||||
Subsequent Event [Line Items] | |||||
Percentage of maximum ownership interest acquirable | 49.00% | ||||
Subsequent Event | MCAFEE CORP. | Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Shares settlement, exchange ratio | 1 | ||||
Stock issued for exchange of ownership | 126.3 | ||||
Common stock shares issued | 31 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2020 | Oct. 24, 2020 | Sep. 26, 2020 | |
Basis Of Presentation [Line Items] | |||
Business, formation date | Jul. 19, 2019 | ||
MCAFEE CORP. | |||
Basis Of Presentation [Line Items] | |||
Business, formation date | Jul. 19, 2019 | ||
Subsequent Event | |||
Basis Of Presentation [Line Items] | |||
Stockholders' Equity Note, Stock Split | In October 2020, the Board of FTW approved and effected a four-for-one unit split of our member units. | ||
Subsequent Event | MCAFEE CORP. | LLC Units | |||
Basis Of Presentation [Line Items] | |||
Purchase of issued and outstanding LLC units cost | $ 553 | $ 553 | |
Subsequent Event | MCAFEE CORP. | Continuing LLC Owners | |||
Basis Of Presentation [Line Items] | |||
Purchase of issued and outstanding LLC units cost | 33 | $ 33 | |
Subsequent Event | MCAFEE CORP. | Class A Common Stock | |||
Basis Of Presentation [Line Items] | |||
Common stock shares issued | 31 | ||
Subsequent Event | Initial Public Offering | Class A Common Stock | |||
Basis Of Presentation [Line Items] | |||
Common stock shares issued | 37 | ||
Common stock per share | $ 20 | ||
Proceeds from issuance of common stock | $ 586 | ||
Subsequent Event | Initial Public Offering | MCAFEE CORP. | |||
Basis Of Presentation [Line Items] | |||
Proceeds from issuance of common stock | $ 586 | ||
Subsequent Event | Initial Public Offering | MCAFEE CORP. | Class A Common Stock | |||
Basis Of Presentation [Line Items] | |||
Common stock shares issued | 37 | ||
Common stock per share | $ 20 |
Recent Accounting Standards - A
Recent Accounting Standards - Additional Information (Details) | 9 Months Ended |
Sep. 26, 2020 | |
ASU 2016-13 | |
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. 29, 2019 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2018-15 | |
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. 29, 2019 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Change in accounting principle, accounting standards update, transition option elected [Extensible List] | us-gaap:AccountingStandardsUpdate201815ProspectiveMember |
ASU 2020-04 | |
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 | Jun. 27, 2020 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Revenue from Contract with Cu_2
Revenue from Contract with Customers - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Revenue From Contract With Customer [Abstract] | ||
Deferred revenue recognized | $ 1,346 | $ 1,239 |
Estimated revenue expected to be recognized | $ 2,414 |
Revenue from Contract with Cu_3
Revenue from Contract with Customers - Additional Information (Details1) | Sep. 26, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-09-27 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 71.00% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
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, percentage | 26.00% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 2 years |
Leases - Schedule of Informatio
Leases - Schedule of Information Related to Operating Leases (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 29 | $ 29 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 16 | $ 45 |
Transactions with Members and_3
Transactions with Members and Related Parties - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2020 | Oct. 24, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Transactions With Members And Related Parties [Line Items] | |||||||
Cash distributions declared | $ 70 | $ 46 | $ 201 | $ 1,085 | |||
Equity repurchase value | $ 41 | $ 41 | |||||
Former President and Chief Executive Officer | Member Unit | |||||||
Transactions With Members And Related Parties [Line Items] | |||||||
Repurchase of equity units | $ 10 | ||||||
Subsequent Event | |||||||
Transactions With Members And Related Parties [Line Items] | |||||||
Cash distributions declared | $ 75 | ||||||
Subsequent Event | Management Services Agreement | |||||||
Transactions With Members And Related Parties [Line Items] | |||||||
Payments of termination fees | $ 22 |
Transactions with Members and_4
Transactions with Members and Related Parties - Schedule of Receivable, Net (Details) - Intel - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 28, 2019 |
Intel receivable | ||
Tax indemnity | $ 8 | $ 10 |
Total | 8 | 10 |
Intel payable | ||
Tax indemnity | (2) | (4) |
Total | (2) | (4) |
Total, net | $ 6 | $ 6 |
Transactions with Members and_5
Transactions with Members and Related Parties - Schedule of Receivable, Net (Parenthetical) (Details) - Intel - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 28, 2019 |
Related Party Transaction [Line Items] | ||
Tax indemnity net | $ 6 | $ 6 |
Other Current Assets | ||
Related Party Transaction [Line Items] | ||
Tax indemnity net | 3 | 2 |
Other Long-Term Assets | ||
Related Party Transaction [Line Items] | ||
Tax indemnity net | $ 3 | $ 4 |
Transactions with Members and_6
Transactions with Members and Related Parties - Summary of Other Transactions with Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Related Party Transaction [Line Items] | ||||
Sales with related parties | $ 3 | $ 2 | $ 6 | $ 6 |
Payments to related parties | 9 | 13 | 40 | 47 |
Intel | ||||
Related Party Transaction [Line Items] | ||||
Sales with related parties | 1 | 1 | ||
Payments to related parties | 1 | 2 | 4 | |
Manta Owners | ||||
Related Party Transaction [Line Items] | ||||
Sales with related parties | 1 | 1 | ||
Payments to related parties | 1 | 2 | 6 | 7 |
Manta Affiliates | ||||
Related Party Transaction [Line Items] | ||||
Sales with related parties | 1 | 2 | 4 | |
Payments to related parties | 8 | 7 | 27 | 25 |
Other | ||||
Related Party Transaction [Line Items] | ||||
Sales with related parties | $ 1 | 1 | 2 | 2 |
Payments to related parties | $ 3 | $ 5 | $ 11 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) | 9 Months Ended |
Sep. 26, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Operating Segments - Schedule o
Operating Segments - Schedule of Information by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Net revenue: | ||||
Net revenue | $ 728 | $ 662 | $ 2,129 | $ 1,953 |
Depreciation and amortization: | ||||
Depreciation and amortization | 120 | 131 | 372 | 400 |
Operating income (loss): | ||||
Operating income (loss) | 128 | 53 | 328 | 88 |
Enterprise | ||||
Net revenue: | ||||
Net revenue | 333 | 340 | 997 | 997 |
Depreciation and amortization: | ||||
Depreciation and amortization | 53 | 63 | 169 | 192 |
Operating income (loss): | ||||
Operating income (loss) | 22 | (18) | 21 | (110) |
Consumer | ||||
Net revenue: | ||||
Net revenue | 395 | 322 | 1,132 | 956 |
Depreciation and amortization: | ||||
Depreciation and amortization | 67 | 68 | 203 | 208 |
Operating income (loss): | ||||
Operating income (loss) | $ 106 | $ 71 | $ 307 | $ 198 |
Operating Segments - Schedule_2
Operating Segments - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Revenues from External Customers and Long Lived Assets [Line Items] | ||||
Total net revenue | $ 728 | $ 662 | $ 2,129 | $ 1,953 |
United States | ||||
Revenues from External Customers and Long Lived Assets [Line Items] | ||||
Total net revenue | 402 | 352 | 1,173 | 1,042 |
Other | ||||
Revenues from External Customers and Long Lived Assets [Line Items] | ||||
Total net revenue | $ 326 | $ 310 | $ 956 | $ 911 |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Restructuring And Related Activities [Abstract] | |||
Employee severance and benefits | $ (1) | $ 9 | $ 14 |
Total | $ (1) | $ 9 | $ 14 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||||
Employee severance and benefits costs | $ (1) | $ 9 | $ 14 | |
Restructuring Charges | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee severance and benefits costs | $ 0 | $ 9 |
Restructuring Charges - Sched_2
Restructuring Charges - Schedule of Balance of Restructuring Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Restructuring Cost And Reserve [Line Items] | |||
Additional accruals | $ (1) | $ 9 | $ 14 |
Employee Severance and Benefits | |||
Restructuring Cost And Reserve [Line Items] | |||
As of December 28, 2019 | 2 | ||
Additional accruals | 9 | ||
Cash payments | (11) | ||
Employee Severance and Benefits | Enterprise | |||
Restructuring Cost And Reserve [Line Items] | |||
As of December 28, 2019 | 2 | ||
Additional accruals | 8 | ||
Cash payments | (10) | ||
Employee Severance and Benefits | Consumer | |||
Restructuring Cost And Reserve [Line Items] | |||
Additional accruals | 1 | ||
Cash payments | $ (1) |
Employee Incentives - Additiona
Employee Incentives - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Feb. 29, 2020 | Sep. 26, 2020 | Oct. 24, 2020 | |
Compensation Related Costs [Line Items] | ||||
Recognition of amount in incremental compensation expense | $ 12 | |||
Unrecognized expense relating to deferred cash | $ 9 | |||
Weighted average remaining service period | 10 months 24 days | |||
FTW RSU | ||||
Compensation Related Costs [Line Items] | ||||
Shares issued | 4 | |||
Fair value of shares issued | $ 40 | |||
Vesting period | 4 years | |||
Management Incentive Units | ||||
Compensation Related Costs [Line Items] | ||||
Shares issued | 5.6 | |||
Vesting period | 4 years | |||
Fair value of shares issued | $ 19 | |||
Replacement RSUs | Subsequent Event | ||||
Compensation Related Costs [Line Items] | ||||
Number of shares unvested in period | 17.5 | |||
Equity-based compensation expense | $ 248 | |||
Number of shares vested in period | 5.7 | |||
Unrecognized equity-based compensation expense | $ 197 | |||
Unrecognized compensation expense, weighted average period for recognition | 2 years | |||
Replacement RSUs | Subsequent Event | Class A Common Stock | ||||
Compensation Related Costs [Line Items] | ||||
Common Stock, par value | $ 0.001 | |||
Stock Options | Subsequent Event | ||||
Compensation Related Costs [Line Items] | ||||
Equity-based compensation expense | $ 4 | |||
Unrecognized equity-based compensation expense | $ 11 | |||
Unrecognized compensation expense, weighted average period for recognition | 1 year 9 months 18 days | |||
Number of shares unvested in period | 1.4 | |||
Number of shares vested in period | 0.5 | |||
Stock Options | Subsequent Event | Class A Common Stock | ||||
Compensation Related Costs [Line Items] | ||||
Strike price | $ 20 |
Employee Incentives - Schedule
Employee Incentives - Schedule of Outstanding Deferred Cash and Equity Related to Acquisitions (Details) $ in Millions | 9 Months Ended |
Sep. 26, 2020USD ($) | |
Compensation Related Costs [Abstract] | |
Outstanding deferred cash and equity balance at December 28, 2019 | $ 20 |
Accruals | 8 |
Restricted Class A Unit vesting | (3) |
Cash payment | (15) |
Outstanding deferred cash and equity balance at September 26, 2020 | $ 10 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 28, 2019 |
Schedule Of Debt [Line Items] | ||
Long-term debt, net of unamortized discounts | $ 4,757 | $ 4,729 |
Unamortized deferred financing costs | (15) | (17) |
Current installments of long-term debt | (44) | (43) |
Total | 4,698 | 4,669 |
1st Lien USD Term Loan | ||
Schedule Of Debt [Line Items] | ||
Long-term debt, net of unamortized discounts | 3,004 | 3,020 |
1st Lien Euro Term Loan | ||
Schedule Of Debt [Line Items] | ||
Long-term debt, net of unamortized discounts | 1,242 | 1,200 |
Second Lien U S D Term Loan | ||
Schedule Of Debt [Line Items] | ||
Long-term debt, net of unamortized discounts | $ 511 | $ 509 |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt (Parenthetical) (Details) | 9 Months Ended |
Sep. 26, 2020 | |
1st Lien USD Term Loan | |
Schedule Of Debt [Line Items] | |
Long term debt, weighted average interest rate | 4.60% |
1st Lien Euro Term Loan | |
Schedule Of Debt [Line Items] | |
Long term debt, weighted average interest rate | 3.50% |
Second Lien U S D Term Loan | |
Schedule Of Debt [Line Items] | |
Long term debt, weighted average interest rate | 9.70% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Oct. 24, 2020 | Sep. 26, 2020 | Sep. 28, 2019 | Mar. 28, 2020 | |
Schedule Of Debt [Line Items] | ||||
Repayments of long-term debt | $ 33,000,000 | $ 56,000,000 | ||
Minimum additional prepayment percentage per quarter amortization | 0.25% | |||
Revolving Credit Facility | ||||
Schedule Of Debt [Line Items] | ||||
Line of credit | $ 0 | $ 300,000,000 | ||
Weighted average interest rate | 4.30% | |||
Letter of credit issued | $ 4,000,000 | |||
Amount of undrawn capacity under the Revolving Credit Facility | $ 496,000,000 | |||
Commitment fee percentage on the unused portion of the facility | 0.50% | |||
Foundation Technology Worldwide L L C | Subsequent Event | MCAFEE CORP. | ||||
Schedule Of Debt [Line Items] | ||||
Repayments of long-term debt | $ 525,000,000 | |||
Accrued interest | 4,000,000 | |||
Recognized remaining unamortized discounts and deferred financing costs | 14,000,000 | |||
Tranche One | Subsequent Event | Revolving Credit Facility | ||||
Schedule Of Debt [Line Items] | ||||
Line of credit | $ 164,000,000 | |||
Line of credit facility, maturity date | Sep. 29, 2022 | |||
Tranche Two | Subsequent Event | Revolving Credit Facility | ||||
Schedule Of Debt [Line Items] | ||||
Line of credit | $ 500,000,000 | |||
Line of credit facility, maturity date | Sep. 29, 2024 |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020 | Mar. 28, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Income Tax Contingency [Line Items] | |||||
Income tax expense (benefit) | $ 12 | $ (10) | $ 29 | $ 25 | $ 68 |
Other Long-Term Liabilities | |||||
Income Tax Contingency [Line Items] | |||||
Uncertain tax positions, including interest and penalties | $ 15 | $ 27 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments and Interest Rate Swaps - Summary of Fair Value of Financial Instruments (Details) - Level 2 - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 28, 2019 |
Financial Instruments not Carried at Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, gross of discounts and deferred issuance costs (Note 9) | $ (4,793) | $ (4,817) |
Financial Instruments Carried at Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | $ (136) | $ (61) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments and Interest Rate Swaps - Schedule of Interest Rate Swaps Outstanding Effective Arrangements (Details) $ in Millions | Sep. 26, 2020USD ($) |
Interest Rate Swaps at 2.33% Fixed Rate | |
Derivative [Line Items] | |
Notional Value | $ 225 |
Effective Date | Jan. 29, 2018 |
Expiration Date | Jan. 29, 2021 |
Fixed Rate | 2.33% |
Interest Rate Swaps at 2.41% Fixed Rate | |
Derivative [Line Items] | |
Notional Value | $ 250 |
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 |
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 |
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 |
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 |
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 |
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 |
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 - Additional Information (Details) $ in Millions | Mar. 02, 2020USD ($) |
Accounts Payable and Other Current Liabilities and Other Long Term Liabilities | |
Derivative [Line Items] | |
Amount owed for swap | $ 37 |
Interest Rate Swaps | |
Derivative [Line Items] | |
Derivative cancelled value | $ 750 |
Fair Value of Financial Instr_6
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. 26, 2020 | Dec. 28, 2019 |
Accounts Payable and Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Gross amounts recognized | $ (44) | $ (19) |
Net amounts presented in Balance Sheets | (44) | (19) |
Other Long-term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Gross amounts recognized | (92) | (42) |
Net amounts presented in Balance Sheets | $ (92) | $ (42) |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule of Adjustments to Accumulated Other Comprehensive Income (Loss), Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | $ (2,094) | |||
Ending balance | $ (2,364) | (2,364) | ||
Gain (Loss) on Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (142) | $ (61) | (61) | $ 2 |
Other comprehensive income (loss) before reclassifications | (7) | (13) | (102) | (75) |
Amounts reclassified from accumulated other comprehensive income (loss) | 13 | 1 | 27 | |
Ending balance | (136) | (73) | (136) | (73) |
Pension and Postretirement Benefits Gain (Loss) | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (1) | (1) | ||
Ending balance | (1) | (1) | ||
Accumulated Other Comprehensive Income (Loss), Net | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (143) | (61) | (62) | 2 |
Other comprehensive income (loss) before reclassifications | (7) | (13) | (102) | (75) |
Amounts reclassified from accumulated other comprehensive income (loss) | 13 | 1 | 27 | |
Ending balance | $ (137) | $ (73) | $ (137) | $ (73) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 26, 2020USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Unconditional purchase obligations | $ 162 |
Unconditional purchase obligations, expire | Expire at various dates through 2025 |
Guarantees | $ 12 |
Guarantees, expire | Expire at various dates through 2028 |
Earnings (Loss) Per Unit - Sche
Earnings (Loss) Per Unit - Schedule of Earnings (Loss) Per Unit (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | ||
Earnings Per Share [Abstract] | |||||
Net income (loss) | $ (9) | $ 31 | $ (155) | ||
Weighted-average units outstanding, basic | 379.3 | 377 | 378.4 | 376.4 | |
Incremental units attributable to equity awards | [1] | 9.9 | |||
Weighted average units outstanding - diluted | 379.3 | 377 | 388.3 | 376.4 | |
Net income (loss) per unit, basic | $ (0.02) | $ 0.08 | $ (0.41) | ||
Net income (loss) per unit, diluted | $ (0.02) | $ 0.08 | $ (0.41) | ||
[1] | For the three months ended September 26, 2020 and September 28, 2019 and nine months ended September 26, 2020 and September 28, 2019 9.0 million, 10.3 million, zero, and 10.3 million units, respectively, were excluded from dilution. This consists of FTW RSUs that were excluded from dilution because their effects would have been anti-dilutive, and unvested MIUs outstanding that share in equity appreciation and future distributions above a return threshold that may impact earnings per unit in future periods. |
Earnings (Loss) Per Unit - Sc_2
Earnings (Loss) Per Unit - Schedule of Earnings (Loss) Per Unit (Parenthetical) (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share amount, shares | 9 | 10.3 | 0 | 10.3 |