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    MCFE   US5790631080

MCAFEE CORP.

(MCFE)
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McAfee : Excerpts from lender presentation of McAfee Corp., dated January 24, 2022 - Form 8-K

01/24/2022 | 07:44am EDT

Strong, Diversified Omni-channel Business Model 87% of total bookings is subscription. Renewals account for 63% of total bookings N E W D T C ( 9 % ) McAfee.com Direct OEM Pre-Trial Conversion Other Direct Represents <5% of Total Bookings D I R E C T R E N E W A L S ( 6 3 % ) DTC Renewals I N D I R E C T ( 2 8 % ) Retail / eCommerce Partner-Led bookings balanced across Search Retail / eCommerce and MISP MISP S U B S C R I P T I O N ( 8 7 % ) Note: Represents LTM Q3'21 bookings; DTC = Direct to Consumer; MISP = Mobile / ISP partners

Business Model and Channel Overview 1 N E W D I R E C T T O C O N S U M E R McAfee.com Offered on McAfee.com OEM T Converted after 30-day trial on PCs pre-installed with McAfee C E R I 2 D I R E C T R E N E W A L S D DTC Renewals DTC renewals from McAfee.com, OEM pre-installs & Channel DTC conversions Retail / eCommerce to Direct Conversions Highly qualified subscribers that convert at a compelling rate 3 I N D I R E C T New Retail / eCommerce Offered through retailers & eCommerce, owns customer upon renewal T C E R I Network Providers D Attach offerings through global mobile & broadband network operators N I Search Driving search to search engine providers via Secure Search product D R I V E R S G R O W T H 1 % B O O K I N G S ï,§ Site visitsï,§ Conversion rate 25% 9% ï,§ OEM PC shipmentsï,§ Conversion rate ï,§ Dollar revenue retentionï,§ Average revenue per userï,§ Unit retention 19% 63% ï,§ Conversion rate ï,§ PC shipments ï,§ Partner-led to DTC conversion rate ï,§ Bookings by mobile provider ï,§ Growth in mobile devices 29% 28%ï,§ Attach rates with MISP user bases ï,§ Web advisor active usersï,§ Secure search on users Note: Business breakdown and growth presented through LTM Q3'21 bookings; new DTC also includes Other 1 LTM Q3'21 YoY growth shown over LTM Q3'20;

Non-GAAP Financial Measures Reconciliation Fiscal Year Ended Nine Months Ended LTM (in millions except percentages) 28-Dec-1926-Dec-2026-Sep-2025-Sep-2125-Sep-21 Net income (loss) (236) (289) 31 2,592 2,272 Less: (Income) loss from discontinued operations, net of taxes 41 71 (75) (2,467) (2,321) Net income (loss) from continued operations ($195) ($218) ($44) $125 ($49) Add: Amortization 253 251 188 134 197 Add: Equity-based compensation 5 113 21 50 142 Add: Cash in lieu of equity awards (1) 3 1 1 ---Add: Acquisition and integration costs (2) 8 8 5 1 4 Add: Restructuring and transition charges (3) 6 2 1 35 36 Add: Management fees (4) 11 28 6 - 22 Add: Transformation (5) 23 20 16 6 10 Add: Executive severance (6) - 3 3 1 1 Add: Interest expense and other, net 296 307 222 170 255 Add: Provision for income tax expense (benefit) 38 5 - (159) (154) Add: Foreign exchange loss (gain), net (7) (21) 104 49 (29) 26 Add: TRA adjustment (8) ---- 306 306 Less: Income from TSA (9) ---- (7) (7) Other (income) expense, net (10) ---- 2 2 Adjusted operating income 427 624 468 635 791 Add: Depreciation 29 28 17 18 29 Less: Other expense (1) (1) (1) --- Adjusted EBITDA $455 $651 $484 $653 $820 Add: Change in deferred revenue 89 126 84 141 183 Adjusted Cash EBITDA $544 $777 $568 $794 $1,003 Net revenue $1,303 $1,558 $1,132 $1,400 $1,826 Adjusted operating income margin 33% 40% 41% 45% 43% Adjusted EBITDA margin 35% 42% 43% 47% 45% Adjusted Cash EBITDA margin 42% 50% 50% 57% 55% Note: In Q3 2021, we executed amendments to the definitive agreements for the Enterprise Divestiture which modified certain provisions for assets and liabilities to be transferred in connection with the sale. Accordingly, the nine months ended September 25, 2021 and September 26, 2020 results were recast in the Q3 2021 Form 10-Q and are reflected throughout this presentation. Our Income (loss) from continuing operations and adjusted EBITDA for the fiscal year ended December 26, 2020 will be recast to $(210) million and $654 million, respectively, and our Income (loss) from continuing operations and adjusted EBITDA for the fiscal year ended December 28, 2019 will be recast to $(189) million and $460 million, respectively, in our 2021 Form 10-K. 47

Notes to Non-GAAP Financial Measures Reconciliation (1) As a result of the Sponsor Acquisition, cash awards were provided to certain employees who held Intel equity awards in lieu of equity in FTW. (2) Represents both direct and incremental costs in connection with business acquisitions, including acquisition consideration structured as cash retention, third party professional fees, and other integration costs. (3) Represents both direct and incremental costs associated with our separation from Intel as well as subsequent costs incurred to realign toward our core business and realign staffing. It includes implementing our stand alone back office and costs to execute strategic restructuring events, including third-party professional fees and services, transition services provided by Intel, severance, and facility restructuring costs. Also inclusive of transition charges including legal, advisory, consulting and other costs directly incurred due to the divestiture of the Enterprise Business, including incremental costs associated with data disentanglement and acceleration of data migration to the cloud, that were incurred subsequent to the sale in support of the transition services agreement. (4) Represents management fees paid to certain affiliates of our Sponsors and Intel pursuant to the Management Services Agreement. The Management Services Agreement has been terminated subsequent to the IPO and we paid a one-time fee of $22 million to such parties in October 2020. (5) Represents costs incurred in connection with transformation of the business post-Intel separation. Also includes the cost of workforce restructurings involving both eliminations of positions and relocations to lower cost locations in connection with our transformational initiatives, strategic initiatives to improve customer retention, activation to pay and cost synergies, inclusive of duplicative run rate costs related to facilities and data center rationalization, and other one-time costs. (6) Represents severance for executive terminations not associated with a strategic restructuring event. (7) Represents foreign exchange gain (loss), net as shown on in our audited consolidated statement of operations and condensed consolidated statements of operations. This amount is attributable to gains or losses on non-U.S. Dollar denominated balances and is primarily due to unrealized gains or losses associated with our 1st Lien Euro Term Loan. (8) Represents the impact on net income of adjustments to liabilities under our tax receivable agreement. (9) Represents income earned under the Transition Services Agreement signed in connection with the divestiture of our Enterprise Business. (10) Represents other income or expense not associated with our core operations and it is recorded within Other income (expense), net, on the condensed consolidated statements of operations. 48

LTM PF Financeable EBITDA Reconciliation P F F I N A N C E A B L E E B I T D A S U M M A R Y $M LTM Q3-21 Adjusted EBITDA $820 Pro forma adjustments Change in deferred revenue - current 1 167 Change in deferred costs - current 1 (40) Pro forma pricing uplift 2 127 Cost savings and other adjustments 3 82 Total pro forma adjustments 335 Pro forma financeable EBITDA $1,155 A D J U S T M E N T D E TA I L 1ï® Change in current deferred revenue and deferred costs - Shows EBITDA on a billings / cash basis by taking the changes in short term deferred revenue and short term deferred costs, which presents a more representative view of the operations / growth of the business by eliminating the lag in both revenue and costs from deferrals for accounting purposes 2ï® Pro forma pricing uplift - Reflects the next expected pricing uplift (given renewal pricing is at a premium to introductory pricing) from customers up for renewal in the next twelve months. The uplift was determined by applying historical pricing uplift rates to the expected renewal base (using average historical renewal rates) and reducing the amount by payment processing fees and known revenue shares 3ï® Cost savings and other adjustments - Represent savings primarily associated with eliminating PF stranded costs as a result of the divestment of the Enterprise business and providing TSAs to the Enterprise business, removing public company costs and other minor diligence adjustments.

Alternative LTM PF Financeable EBITDA Reconciliation P F F I N A N C E A B L E E B I T D A S U M M A R Y $M LTM Q3-21 Adjusted EBITDA $820 Change in short term deferred revenue 1 $167 Change in long term deferred revenue 1 $16 PF cash adjusted EBITDA $1,003 PF stranded costs 2 $91 PF cash adjusted EBITDA (pre-stranded costs) $1,094 Sponsor adjustments Change in long term deferred revenue ($16) Change in short term deferred costs ($40) Pro forma pricing uplift 3 $127 Sponsor adjustments to PF stranded costs and ($10) other diligence items Total Sponsor adjustments $61 Pro forma financeable EBITDA $1,155 A D J U S T M E N T D E TA I L 1ï® Change in short term and long term deferred revenue - Shows EBITDA on a billings / cash basis by taking the changes in short term and long term deferred revenue, which presents a more representative view of the operations / growth of the business by eliminating the lag in revenue from deferrals for accounting purposes 2ï® PF stranded costs - Includes general corporate overhead and other shared or dis-synergy costs previously allocated to our Enterprise business. PF stranded costs also include total public company expenses. This pro forma adjustment represents the estimated impact of removing certain costs primarily as a result of the divestiture of our Enterprise business in 2021. We plan to optimize stranded costs during fiscal 2022 3ï® Pro forma pricing uplift - Reflects the next expected pricing uplift (given renewal pricing is at a premium to introductory pricing) from customers up for renewal in the next twelve months. The uplift was determined by applying historical pricing uplift rates to the expected renewal base (using average historical renewal rates) and reducing the amount by payment processing fees and known revenue shares Source: Global accounting firm 50

Pro Forma Cash Flow Reconciliation Fiscal Year Ended Nine Months Ended LTM (in millions except percentages) 28-Dec-1926-Dec-2026-Sep-2025-Sep-2125-Sep-21 Adjusted EBITDA $455 $651 $484 $653 $820 Add: PF adjustment (stranded costs)1 120 70 50 71 91 PF Adjusted EBITDA (pre-PF stranded costs) $575 $721 $534 $724 $911 Add: Change in deferred revenue 89 126 84 141 183 PF Adjusted Cash EBITDA (pre-PF stranded costs) $664 $847 $618 $865 $1,094 Source / (use) from select balance sheet accounts: Change in accounts receivable (23) (32) 1 (22) (55) Change in deferred costs (13) (36) (22) (55) (69) Less: PF adjusted capital expenditures (26) (23) (13) (15) (25) PF Cash Flow1 $602 $756 $584 $773 $944 % PF Cash Flow Conversion 105% 105% 109% 107% 104% 1 Represents pro forma stranded costs. See Glossary for a definition of stranded costs 2 The above table reconciles PF Cash Flow, a non-GAAP measure, to provide an indication of PF Cash Flows. However, investors are cautioned that this measure has limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP or as a measure of the company's liquidity or actual cash flows. Some of the limitations of this measure are: • It does not include certain working capital accounts that were historically co-mingled with the Enterprise Business, including, for example, accrued employee liabilities and accounts payable, because the periods presented were prior to the divestiture of the Enterprise Business and the allocation of the accounts between the Enterprise Business and Consumer Business cannot be reliably estimated; • It includes Adjusted EBITDA, which is a non-GAAP measure; • It does not reflect the cash payments to service interest, debt principal, or income taxes, and • It is not calculated in a manner that is consistent with how we have historically calculated and reported Free Cash Flow, a non-GAAP liquidity measure, and other similarly titled measures are unlikely to be calculated in a similar manner, which limits its usefulness as a comparative measure.

Select Balance Sheet Accounts Detail (in millions) Q4'18 Q4'19 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Accounts receivable $47 $70 $69 $102 $76 $95 $124 Deferred costs, current 99 111 131 137 155 163 171 Deferred costs, long-term 8 9 11 19 31 38 40 Deferred revenue, current (629) (710) (786) (823) (915) (926) (953) Deferred revenue, long-term (59) (67) (75) (80) (92) (93) (91) 52

Disclaimer

McAfee Corporation published this content on 24 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2022 12:43:06 UTC.


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Managers and Directors
Peter A. Leav President & Chief Executive Officer
Venkat Bhamidipati Chief Financial Officer & Executive Vice President
Bruce R. Chizen Chairman
Steve Grobman Chief Technology Officer & Senior Vice President
Gregory S. Clark Director
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