Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 01, 2016 | May. 04, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | ON Semiconductor Corporation | |
Entity Central Index Key | 1,097,864 | |
Current Fiscal Year End | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Apr. 1, 2016 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 414,790,360 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 619.5 | $ 617.6 |
Receivables, net | 428.2 | 426.4 |
Inventories | 759.7 | 750.4 |
Other current assets | 94.3 | 97.1 |
Total current assets | 1,901.7 | 1,891.5 |
Property, plant and equipment, net | 1,270.4 | 1,274.1 |
Goodwill | 270.6 | 270.6 |
Intangible assets, net | 302.3 | 325.8 |
Other assets | 110.1 | 107.6 |
Total assets | 3,855.1 | 3,869.6 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 305.9 | 337.7 |
Accrued expenses | 245.2 | 246.2 |
Deferred income on sales to distributors | 112.9 | 112 |
Current portion of long-term debt (See Note 7) | 525.4 | 543.4 |
Total current liabilities | 1,189.4 | 1,239.3 |
Long-term debt (See Note 7) | 835.1 | 850.5 |
Other long-term liabilities | 152.5 | 147.9 |
Total liabilities | $ 2,177 | $ 2,237.7 |
Commitments and contingencies (See Note 10) | ||
ON Semiconductor Corporation stockholders’ equity: | ||
Common stock ($0.01 par value, 750,000,000 shares authorized, 537,690,932 and 534,134,721 shares issued, 414,719,273 and 412,039,805 shares outstanding, respectively) | $ 5.4 | $ 5.3 |
Additional paid-in capital | 3,437 | 3,420.3 |
Accumulated other comprehensive loss | (41.3) | (42.3) |
Accumulated deficit | (673.4) | (709.4) |
Less: Treasury stock, at cost: 122,971,659 and 122,094,916 shares, respectively | (1,073.7) | (1,065.7) |
Total ON Semiconductor Corporation stockholders’ equity | 1,654 | 1,608.2 |
Non-controlling interest in consolidated subsidiary | 24.1 | 23.7 |
Total stockholders' equity | 1,678.1 | 1,631.9 |
Total liabilities and equity | $ 3,855.1 | $ 3,869.6 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Apr. 01, 2016 | Dec. 31, 2015 |
Stockholders' Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 537,690,932 | 534,134,721 |
Common stock, shares outstanding (in shares) | 414,719,273 | 412,039,805 |
Treasury stock, shares (in shares) | 122,971,659 | 122,094,916 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 817.2 | $ 870.8 |
Cost of revenues (exclusive of amortization shown below) | 541.7 | 570.4 |
Gross profit | 275.5 | 300.4 |
Operating expenses: | ||
Research and development | 98 | 100.4 |
Selling and marketing | 49.2 | 53.3 |
General and administrative | 44.5 | 46.7 |
Amortization of acquisition-related intangible assets | 23.7 | 33.9 |
Restructuring, asset impairments and other, net | 1.7 | (2.3) |
Total operating expenses | 217.1 | 232 |
Operating income | 58.4 | 68.4 |
Other (expense) income, net: | ||
Interest expense | (15.6) | (9.2) |
Interest income | 0.3 | 0.3 |
Other | (1.4) | 3.7 |
Other (expense) income, net | (16.7) | (5.2) |
Income before income taxes | 41.7 | 63.2 |
Income tax provision | (5.3) | (7.4) |
Net income | 36.4 | 55.8 |
Less: Net income attributable to non-controlling interest | (0.4) | (0.7) |
Net income attributable to ON Semiconductor Corporation | 36 | 55.1 |
Comprehensive income (loss), net of tax: | ||
Net income | 36.4 | 55.8 |
Foreign currency translation adjustments | 0.9 | 0 |
Effects of cash flow hedges | 0.1 | (0.2) |
Effects of available-for-sale securities | 0 | (4.1) |
Other comprehensive (loss) income, net of tax of $0.0 million | 1 | (4.3) |
Comprehensive income | 37.4 | 51.5 |
Comprehensive income attributable to non-controlling interest | (0.4) | (0.7) |
Comprehensive income attributable to ON Semiconductor Corporation | $ 37 | $ 50.8 |
Net income per common share attributable to ON Semiconductor Corporation: | ||
Basic (in dollars per share) | $ 0.09 | $ 0.13 |
Diluted (in dollars per share) | $ 0.09 | $ 0.13 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 412.6 | 431.4 |
Diluted (in shares) | 415.5 | 439.9 |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Income Statement [Abstract] | ||
Other comprehensive (loss) income, tax | $ 0 | $ 0 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 36.4 | $ 55.8 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 80.7 | 90.2 |
Gain on sale or disposal of fixed assets | (0.1) | (4) |
Amortization of debt issuance costs | 1 | 0.3 |
Write-down of excess inventories | 17.9 | 17.7 |
Non-cash share-based compensation expense | 11.6 | 11.3 |
Non-cash interest | 6.5 | 1.8 |
Change in deferred taxes | 1.1 | (0.4) |
Other | 1.5 | (3) |
Changes in assets and liabilities (exclusive of the impact of acquisitions): | ||
Receivables | 0.5 | (36.9) |
Inventories | (27) | (34.7) |
Other assets | (2) | 3.9 |
Accounts payable | (5.5) | (6.1) |
Accrued expenses | (8.9) | (5.4) |
Deferred income on sales to distributors | 0.9 | (9.1) |
Other long-term liabilities | 0.3 | 2.1 |
Net cash provided by operating activities | 114.9 | 83.5 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (72.9) | (64.8) |
Proceeds from sales of property, plant and equipment | 0.3 | 9.4 |
Deposits utilized for purchases of property, plant and equipment | 1.8 | 0 |
Purchase of businesses, net of cash acquired | 0 | (2.9) |
Proceeds from sale of available-for-sale securities | 0 | 3.4 |
Proceeds from sale of held-to-maturity securities | 0 | 1.5 |
Purchases of held-to-maturity securities | 0 | (0.8) |
Net cash used in investing activities | (70.8) | (54.2) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock under the employee stock purchase plan | 3.6 | 3.8 |
Proceeds from exercise of stock options | 1.6 | 21.4 |
Payments of tax withholding for restricted shares | (8) | (11.2) |
Repurchase of common stock | 0 | (95) |
Proceeds from debt issuance | 4.5 | 6.5 |
Payments of debt issuance and other financing costs | (1.2) | 0 |
Repayment of long-term debt | (38.4) | (30.5) |
Payment of capital lease obligations | (6.6) | (8.2) |
Net cash used in financing activities | (44.5) | (113.2) |
Effect of exchange rate changes on cash and cash equivalents | 2.3 | 0.3 |
Net increase (decrease) in cash and cash equivalents | 1.9 | (83.6) |
Cash and cash equivalents, beginning of period | 617.6 | 511.7 |
Cash and cash equivalents, end of period | $ 619.5 | $ 428.1 |
Background and Basis of Present
Background and Basis of Presentation | 3 Months Ended |
Apr. 01, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation ON Semiconductor Corporation, together with its wholly-owned and majority-owned subsidiaries ("ON Semiconductor" or the "Company"), uses a thirteen-week fiscal quarter accounting period for the first three fiscal quarters of each year, with the first quarter of 2016 ending on April 1, 2016 , and each fiscal year ending on December 31. The three months ended April 1, 2016 and April 3, 2015 contained 92 and 93 days, respectively. As of April 1, 2016 , the Company was organized into four operating segments, which also represent its four reporting segments: Application Products Group, Image Sensor Group, Standard Products Group, and System Solutions Group. Additional details on the Company's reportable segments are included in Note 15: “Segment Information.” The accompanying unaudited financial statements as of and for the quarter ended April 1, 2016 have been prepared in accordance with generally accepted accounting principles in the United States of America for unaudited interim financial information. Accordingly, the unaudited financial statements do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America for audited financial statements. The balance sheet as of December 31, 2015 was derived from the Company's audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America for audited financial statements. In the opinion of the Company's management, the interim information includes all adjustments, which consist of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The footnote disclosures related to the interim financial information included herein are also unaudited. Such financial information should be read in conjunction with the consolidated financial statements and related notes thereto for the year ended December 31, 2015 included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 , filed with the Commission on February 24, 2016 (“ 2015 Form 10-K”). Financial results for interim periods are not necessarily indicative of the results of operations that may be expected for a full fiscal year. Pending Acquisition of Fairchild On November 18, 2015, the Company entered into an Agreement and Plan of Merger (the "Fairchild Agreement") with each of Fairchild Semiconductor International, Inc., a Delaware corporation (“Fairchild”), and Falcon Operations Sub, Inc., a Delaware corporation and the Company's wholly-owned subsidiary, which provides for a proposed acquisition of Fairchild by the Company (the “Fairchild Transaction”). See Note 3: ''Acquisitions'' and Note 16: ''Recent Developments and Subsequent Events'' for additional information. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Significant estimates have been used by management in conjunction with the following: (i) measurement of valuation allowances relating to trade receivables, inventories and deferred tax assets; (ii) estimates of future payouts for customer incentives and allowances, warranties, and restructuring activities; (iii) assumptions surrounding future pension obligations; (iv) fair values of share-based compensation and of financial instruments (including derivative financial instruments); (v) evaluations of uncertain tax positions; (vi) estimates and assumptions used in connection with business combinations; and (vii) future cash flows used to assess and test for impairment of goodwill and long-lived assets, if applicable. Actual results could differ from these estimates. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Apr. 01, 2016 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Note 2: Recent Accounting Pronouncements ASU No. 2016-09 - "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09") In March 2016, the FASB issued ASU 2016-09, which is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-09 may have on its consolidated financial statements and has not elected early adoption as of the quarter ended April 1, 2016 . ASU No. 2016-02 - "Leases" ("ASU 2016-02") In February 2016, the FASB issued ASU 2016-02, which amends the accounting treatment for leases. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees ( for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 may have on its consolidated financial statements and has not elected early adoption as of the quarter ended April 1, 2016 . ASU No. 2015-17 - "Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17") In November 2015, the FASB issued ASU 2015-17, which requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 is effective in fiscal years beginning after December 15, 2016. Early adoption is permitted on either a prospective or retrospective basis. The Company previously elected early adoption as of the interim period beginning October 3, 2015, effective for the annual period ended December 31, 2015 , and has selected the prospective application. Prior periods have not been retrospectively adjusted. ASU No. 2015-11 - "Simplifying the Measurement of Inventory" ("ASU 2015-11") In July 2015, the FASB issued ASU 2015-11, which requires that an entity should measure in-scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2015-11 may have on its consolidated financial statements and has not elected early adoption as of the quarter ended April 1, 2016. ASU 2015-05 - “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” ("ASU 2015-05") In April 2015, the FASB issued ASU 2015-05, which provides guidance regarding the accounting for fees paid by a customer in cloud computing arrangements. If a cloud computing arrangement includes the transfer of a software license, then the customer would account for the payment of fees as an acquisition of software. If there is no software license, the payment of fees would be accounted for as a service contract. This ASU is effective in fiscal years beginning after December 15, 2015. An entity can elect to adopt the amendments either prospectively for all arrangements entered into or materially modified after the effective date, or retrospectively. The Company adopted ASU 2015-05 as of the quarter ended April 1, 2016 and selected the prospective application. There was no material impact to the financial statements. ASU No. 2015-03 - "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03") and ASU No. 2015-15 - "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements" ("ASU 2015-15") In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new standard is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. In August 2015, the FASB issued ASU 2015-15, which clarified that ASU 2015-03 does not address debt issuance costs related to line-of-credit agreements and stated that the SEC staff would not object to the deferral and presentation of debt issuance costs as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement, consistent with existing guidance. The Company previously elected early adoption of ASU 2015-03 as of the year ended December 31, 2015 , applicable to debt issuance costs related to its convertible notes, and has retrospectively adjusted certain prior year amounts to reflect the effects of applying the new guidance. Pursuant to ASU 2015-15, debt issuance costs relating to the Company's revolving credit facility have been deferred and are included in other assets on the Company's Consolidated Balance Sheet. See Note 7: ''Long-Term Debt'' for additional information with respect to the Company's debt issuance costs. ASU No. 2014-09 - “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), ASU No. 2015-14 - "Deferral of the Effective Date" ("ASU 2015-14"), ASU No. 2016-08 - “Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations” (“ASU 2016-08”) and ASU No. 2016-10 - “Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing” (“ASU 2016-10”) In May 2014, the FASB issued ASU 2014-09, which applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, unless those contracts are within the scope of other standards, superceding the existing revenue recognition requirements in ASC Topic 605 "Revenue Recognition." Pursuant to ASU 2014-09, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange, as applied through a multi-step process to achieve that core principle. Subsequently, the FASB approved a deferral included in ASU 2015-14 that permits public entities to apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein, and that would also permit public entities to elect to adopt the amendments as of the original effective date as applicable to reporting periods beginning after December 15, 2016. The new guidance allows for the amendment to be applied either retrospectively to each prior reporting period presented or retrospectively as a cumulative-effect adjustment as of the date of adoption. In March 2016, the FASB issued ASU 2016-08, which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, which clarifies identifying performance obligations and the licensing implementation guidance. The effective date and transition requirements for ASU 2016-08 and ASU 2016-10 are the same as the effective date and transition requirements of ASU 2014-09. The Company defers the revenue and cost of revenues on sales to certain distributors until it is informed by the distributor that the distributor has resold the products to the end customer. For additional information with respect to the Company's critical accounting policies, see Note 2: "Significant Accounting Policies" of the notes to the Company's audited consolidated financial statements included in Part IV, Item 15 of the 2015 Form 10-K. Upon adoption of ASU 2014-09, ASU 2015-14, ASU 2016-08 and ASU 2016-10, the Company will no longer be permitted to defer revenue until sale by the distributor to the end customer, but rather, will be required to estimate the effects of returns and allowances provided to distributors and record revenue at the time of sale to the distributor. The Company is currently evaluating the impact that the adoption of ASU 2014-09, ASU 2015-14, ASU 2016-08 and ASU 2016-10 may have on its consolidated financial statements and has not elected a transition method as of the quarter ended April 1, 2016 . |
Acquisitions
Acquisitions | 3 Months Ended |
Apr. 01, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3: Acquisitions Acquisition of Fairchild On November 18, 2015, the Company entered into the Fairchild Agreement, which provides for a proposed acquisition of Fairchild by the Company. The total transaction value is expected to be approximately $2.4 billion . The Company intends to finance the estimated $2.4 billion of cash consideration with a combination of cash on hand, proceeds from the issuance of debt, and fully-committed debt financing. See Note 16: ''Recent Developments and Subsequent Events'' for additional information regarding the pending acquisition and related financing. Acquisition of AXSEM On July 15, 2015 (the "Acquisition Date"), the Company acquired 100% of AXSEM for $8.0 million in cash consideration, plus an additional unlimited contingent consideration (the "Earn-out") with a fair value of $5.0 million as of the Acquisition Date. The unlimited Earn-out payment, if any, is based on the achievement of certain revenue targets during two separate measurement periods consisting of the following: (i) the period from the first day of the Company's third fiscal quarter of 2016 to the last day of the Company's second fiscal quarter of 2017; and (ii) the period from the first day of the Company's third fiscal quarter of 2017 to the last day of the Company's second fiscal quarter of 2018. Pursuant to the terms of the Share Purchase Agreement between the Company and the sellers of AXSEM, $0.8 million of cash consideration was held in escrow and is included on the Company's Consolidated Balance Sheet as of April 1, 2016 to secure against certain indemnifiable events in connection with the acquisition of AXSEM. AXSEM is incorporated into the Company's Application Product Group for reporting purposes. The acquisition of AXSEM expands the Company's industrial and timing business and is another step forward in expanding the Company's presence in select segments of the industrial end-market. The estimated Earn-out fair value of $5.0 million , measured at Level 3, was included in non-current liabilities on the Company's Consolidated Balance Sheet as of April 1, 2016 . See Note 11: ''Fair Value Measurements'' for additional information. The allocation of $13.0 million of acquired net assets is included in the Company's balance sheet as of the Acquisition Date was finalized during the fourth quarter of 2015. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Apr. 01, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 4: Goodwill and Intangible Assets Goodwill The following table summarizes goodwill by relevant reportable segment as of April 1, 2016 and December 31, 2015 (in millions): Balance as of April 1, 2016 Balance as of December 31, 2015 Goodwill Accumulated Impairment Losses Carrying Value Goodwill Accumulated Impairment Losses Carrying Value Reportable Segment: Application Products Group $ 546.7 $ (418.9 ) $ 127.8 $ 546.7 $ (418.9 ) $ 127.8 Image Sensor Group 95.4 — 95.4 95.4 — 95.4 Standard Products Group 76.0 (28.6 ) 47.4 76.0 (28.6 ) 47.4 $ 718.1 $ (447.5 ) $ 270.6 $ 718.1 $ (447.5 ) $ 270.6 Goodwill is tested for impairment annually on the first day of the fourth quarter unless a triggering event would require an interim analysis. Adverse changes in operating results and/or unfavorable changes in economic factors used to estimate fair values may result in future non-cash impairment charges. While management did not identify any triggering events through April 1, 2016 that would require an interim impairment analysis, the Company's current projections include assumptions of current industry and market conditions, which could negatively change, and in turn, may adversely impact the fair value of the Company's goodwill, intangible assets and other long-lived assets. As a result, the carrying value of the reporting units containing the Company's goodwill may exceed their fair value in future impairment tests. Intangible Assets Intangible assets, net, were as follows as of April 1, 2016 and December 31, 2015 (in millions): April 1, 2016 Original Cost Accumulated Amortization Foreign Currency Translation Adjustment Accumulated Impairment Losses Carrying Value Intellectual property $ 13.9 $ (10.8 ) $ — $ (0.4 ) $ 2.7 Customer relationships 426.2 (226.1 ) (27.7 ) (23.7 ) 148.7 Patents 43.7 (24.2 ) — (13.7 ) 5.8 Developed technology 269.4 (163.0 ) — (2.6 ) 103.8 Trademarks 16.3 (10.1 ) — (1.1 ) 5.1 Backlog 0.3 (0.3 ) — — — IPRD 40.0 — — (3.8 ) 36.2 Total intangibles $ 809.8 $ (434.5 ) $ (27.7 ) $ (45.3 ) $ 302.3 December 31, 2015 Original Cost Accumulated Amortization Foreign Currency Translation Adjustment Accumulated Impairment Losses Carrying Value Intellectual property $ 13.9 $ (10.6 ) $ — $ (0.4 ) $ 2.9 Customer relationships 426.2 (214.2 ) (27.9 ) (23.7 ) 160.4 Patents 43.7 (23.6 ) — (13.7 ) 6.4 Developed technology 268.0 (152.2 ) — (2.6 ) 113.2 Trademarks 16.3 (9.9 ) — (1.1 ) 5.3 Backlog 0.3 (0.3 ) — — — IPRD 41.4 — — (3.8 ) 37.6 Total intangibles $ 809.8 $ (410.8 ) $ (27.9 ) $ (45.3 ) $ 325.8 During the quarter ended April 1, 2016 , the Company completed certain of its IPRD projects, resulting in the reclassification of $1.4 million to developed technology. Amortization expense for acquisition-related intangible assets amounted to $ 23.7 million and $33.9 million for the quarter s ended April 1, 2016 and April 3, 2015 , respectively. Amortization expense for intangible assets, with the exception of the $36.2 million of IPRD assets that will be amortized once the corresponding projects have been completed, is expected to be as follows for each of the next five years and thereafter (in millions): Period Estimated Amortization Expense Remainder of 2016 $ 68.2 2017 63.0 2018 41.5 2019 34.2 2020 22.3 Thereafter 36.9 Total estimated amortization expense $ 266.1 |
Restructuring, Asset Impairment
Restructuring, Asset Impairments and Other, Net | 3 Months Ended |
Apr. 01, 2016 | |
Restructuring Charges [Abstract] | |
Restructuring, Asset Impairments and Other, Net | Note 5: Restructuring, Asset Impairments and Other, Net Summarized activity included in the “Restructuring, asset impairments and other, net” caption on the Company's Consolidated Statements of Operations and Comprehensive Income for the quarter ended April 1, 2016 is as follows (in millions): Restructuring Quarter ended April 1, 2016 System Solutions Group voluntary workforce reduction $ 0.8 Manufacturing relocation 0.3 General workforce reductions 0.3 Other (1) 0.3 Total $ 1.7 (1) Includes amounts related to certain reductions in workforce, other facility closures, asset disposal activity and certain other activity which is not considered to be significant. Changes in accrued restructuring charges from December 31, 2015 to April 1, 2016 are summarized as follows (in millions): Balance as of December 31, 2015 Charges Usage Balance as of Estimated employee separation charges $ 5.3 $ 1.5 $ (2.8 ) $ 4.0 Estimated costs to exit 0.5 0.2 (0.2 ) 0.5 Total $ 5.8 $ 1.7 $ (3.0 ) $ 4.5 Activity related to the Company’s restructuring programs that were either initiated during 2016 or had not been completed as of April 1, 2016 , is as follows: System Solutions Group Voluntary Workforce Reduction During March 2016, the Company announced a voluntary resignation program for the System Solutions Group. A total of 73 employees volunteered, and 68 signed employee separation agreements as of the end of the quarter. The total expense of the plan is expected to be approximately $4.4 million . The expense for the quarter ended April 1, 2016 was $0.8 million and the accrued balance as of April 1, 2016 was $0.8 million . A majority of the employees are expected to exit by the end of the second quarter of 2016. Manufacturing Relocation During March 2016, the Company announced a plan to relocate certain of its manufacturing operations to another existing location. The transition will occur through 2017. Approximately 160 employees will be impacted by the relocation. The total expense consisting of retention and severance is expected to be approximately $5.7 million . The expense for the quarter ended April 1, 2016 was $0.3 million and the accrued balance as of April 1, 2016 was $0.3 million . A majority of the employees are expected to exit during the second half of 2017. General Workforce Reductions During the third quarter of 2015, management approved and commenced implementation of restructuring actions, primarily targeted workforce reductions. The Company had previously notified 150 employees of their employment termination, the majority of which have exited as of April 1, 2016 , with the remaining employees expected to exit during the second quarter of 2016. The total expense of this program incurred to date is $5.1 million , with no additional expenses expected. The expense for the quarter ended April 1, 2016 was $0.3 million . The Company paid $0.9 million during the quarter ended April 1, 2016 and has an accrued balance of $0.3 million as of April 1, 2016. European Marketing Organization Relocation In January 2015, the Company announced that it would relocate its European customer marketing organization from France to Slovakia and Germany. As a result, six positions were eliminated. There were no charges incurred during the quarter ended April 1, 2016 . The total expense of this program incurred to date is $3.5 million , with no additional expenses expected. During the quarter ended April 1, 2016 , $1.5 million was paid out to the employees. The remaining employees are expected to exit during the second half of 2016. As of April 1, 2016 , there was a $1.7 million accrued liability associated with employee separation charges for the European customer marketing organization move. |
Balance Sheet Information
Balance Sheet Information | 3 Months Ended |
Apr. 01, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Information | Note 6: Balance Sheet Information Certain amounts included in the Company's balance sheet as of April 1, 2016 and December 31, 2015 consist of the following (dollars in millions): April 1, 2016 December 31, 2015 Receivables, net: Accounts receivable $ 435.9 $ 432.6 Less: Allowance for doubtful accounts (7.7 ) (6.2 ) $ 428.2 $ 426.4 Inventories: Raw materials $ 75.1 $ 79.3 Work in process 468.0 457.8 Finished goods 216.6 213.3 $ 759.7 $ 750.4 Property, plant and equipment, net: Land $ 47.0 $ 46.2 Buildings 519.3 513.6 Machinery and equipment 2,366.6 2,327.5 Total property, plant and equipment 2,932.9 2,887.3 Less: Accumulated depreciation (1,662.5 ) (1,613.2 ) $ 1,270.4 $ 1,274.1 Accrued expenses: Accrued payroll $ 92.3 $ 95.1 Sales related reserves 61.6 69.9 Acquisition consideration payable to seller 19.6 19.6 Other 71.7 61.6 $ 245.2 $ 246.2 (1) Included in other current assets are $0.3 million of property, plant and equipment which are held-for-sale as of December 31, 2015 . Warranty Reserves Activity related to the Company's warranty reserves for the quarters ended April 1, 2016 and April 3, 2015 is as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 Beginning Balance $ 5.3 $ 5.5 Provision 0.8 0.1 Usage (0.6 ) (0.4 ) Ending Balance $ 5.5 $ 5.2 Defined Benefit Plans The Company maintains defined benefit plans for certain of its foreign subsidiaries. The Company recognizes the aggregate amount of all overfunded plans as assets and the aggregate amount of all underfunded plans as liabilities in its financial statements. As of April 1, 2016 , the total accrued pension liability for underfunded plans was $ 92.3 million , of which the current portion of $ 0.1 million was classified as accrued expenses. As of December 31, 2015 , the total accrued pension liability for underfunded plans was $ 87.2 million , of which the current portion of $ 0.1 million was classified as accrued expenses. The components of the Company's net periodic pension expense for the quarters ended April 1, 2016 and April 3, 2015 are as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 Service cost $ 2.2 $ 2.2 Interest cost 1.1 1.0 Expected return on plan assets (1.0 ) (0.9 ) Total net periodic pension cost $ 2.3 $ 2.3 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Apr. 01, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 7: Long-Term Debt The Company's long-term debt consists of the following (annualized rates, dollars in millions): April 1, 2016 December 31, 2015 Senior Revolving Credit Facility due 2020 $ — $ — 1.00% Notes (1) 690.0 690.0 2.625% Notes, Series B (2) 356.9 356.9 Note payable to SMBC due 2016 through 2018, interest payable quarterly at 2.38% and 2.36%, respectively (3) 179.3 198.2 U.S. real estate mortgages payable monthly through 2019 at an average rate of 3.12% and 3.35%, respectively (4) 42.2 50.0 Philippine term loans due 2016 through 2020, interest payable at 2.62% and 2.32%, respectively (7) 50.0 50.0 Loan with Singapore bank, interest payable weekly at 1.68% and 1.67%, respectively (6)(11) 30.0 30.0 Loan with Hong Kong bank, interest payable weekly at 1.68% and 1.67%, respectively (6)(11) 25.0 25.0 Malaysia revolving line of credit, interest payable quarterly at 2.08% and 2.05%, respectively (7) (11) 22.0 25.0 Vietnam revolving line of credit, interest payable quarterly at an average rate of 2.10% and 1.89%, respectively (7) (11) 18.8 20.8 Loan with Philippine bank due 2016 through 2019, interest payable quarterly at an average rate of 2.91% and 2.70%, respectively (5) 17.7 18.8 Canada revolving line of credit, interest payable quarterly at 2.24% and 2.01%, respectively (7) (11) 15.0 15.0 Loan with Japanese bank due 2016 through 2020, interest payable quarterly at 1.1% (7) 4.2 4.2 Canada equipment financing payable monthly through 2017 at 3.81% (8) 1.9 2.4 U.S. equipment financing payable monthly through 2016 at 2.40% (8) 0.9 1.3 Capital lease obligations 21.3 28.2 Gross long-term debt, including current maturities 1,475.2 1,515.8 Less: Debt discount (9) (101.0 ) (107.5 ) Less: Debt issuance costs (10) (13.7 ) (14.4 ) Net long-term debt, including current maturities 1,360.5 1,393.9 Less: Current maturities (525.4 ) (543.4 ) Net long-term debt $ 835.1 $ 850.5 _______________________ (1) Interest is payable on June 1 and December 1 of each year at 1.00% annually. (2) Interest is payable on June 15 and December 15 of each year at 2.625% annually. The 2.625% Notes, Series B may be put back to the Company at the option of the holders of the notes on December 15 of 2016 and 2021 or called at the option of the Company on or after December 20, 2016. The notes can be converted at any time on or after June 15, 2016. (3) This loan represents SCI LLC's non-collateralized loan with SMBC, which is guaranteed by the Company. (4) Debt arrangement collateralized by real estate, including certain of the Company's facilities in California, Oregon and Idaho. (5) $17.7 million and $18.8 million collateralized by equipment as of April 1, 2016 and December 31, 2015 , respectively. (6) Debt arrangement collateralized by accounts receivable. (7) Non-collateralized debt arrangement . (8) Debt arrangement collateralized by equipment. (9) Discount of $95.5 million and $100.2 million for the 1.00% Notes as of April 1, 2016 and December 31, 2015 and $5.5 million and $7.3 million for the 2.625% Notes, Series B as of April 1, 2016 and December 31, 2015 , respectively. (10) Debt issuance costs of $13.3 million and $13.9 million for the 1.00% Notes as of April 1, 2016 and December 31, 2015 , respectively and $0.4 million and $0.5 million for the 2.625% Notes, Series B as of April 1, 2016 and December 31, 2015 , respectively. (11) The Company has historically renewed these arrangements annually. Expected maturities relating to the Company’s long-term debt as of April 1, 2016 are as follows (in millions): Period Expected Maturities Remainder of 2016 $ 510.5 2017 69.2 2018 148.2 2019 47.6 2020 699.7 Thereafter — Total $ 1,475.2 For purposes of the table above, the 2.625% Notes, Series B are assumed to mature at the earliest conversion date. For additional information with respect to the Company's long-term debt, see Note 8: "Long-Term Debt" of the notes to the Company's audited consolidated financial statements included in Part IV, Item 15 of the 2015 Form 10-K. Fairchild Transaction Financing Subsequent to April 1, 2016, in connection with the Fairchild Transaction, the Company entered into two new financing arrangements to secure capital for the purchase consideration of Fairchild among certain other items. On April 15, 2016, the Company borrowed $2.2 billion under a variable rate term loan facility in connection with the Fairchild Transaction, with the proceeds deposited into escrow accounts pending the closing of the acquisition. See Note 16: ''Recent Developments and Subsequent Events'' for additional information regarding the Fairchild Transaction and related financing arrangements. The Company capitalized $3.1 million of debt issuance costs, which are included in other assets on the Company's Consolidated Balance Sheet as of April 1, 2016 , associated with the Fairchild Transaction financing arrangements for costs incurred on debt that was not yet issued as of April 1, 2016 . |
Earnings per Share and Equity
Earnings per Share and Equity | 3 Months Ended |
Apr. 01, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share and Equity | Note 8: Earnings Per Share and Equity Earnings Per Share Calculations of net income per common share attributable to ON Semiconductor are as follows (in millions, except per share data): Quarter Ended April 1, 2016 April 3, 2015 Net income attributable to ON Semiconductor Corporation $ 36.0 $ 55.1 Basic weighted average common shares outstanding 412.6 431.4 Dilutive effect of share-based awards 2.9 5.7 Dilutive effect of Convertible Notes — 2.8 Diluted weighted average common shares outstanding 415.5 439.9 Net income per common share attributable to ON Semiconductor Corporation: Basic $ 0.09 $ 0.13 Diluted $ 0.09 $ 0.13 Basic net income per common share is computed by dividing net income attributable to ON Semiconductor Corporation by the weighted average number of common shares outstanding during the period. The number of incremental shares from the assumed exercise of stock options and assumed issuance of shares relating to restricted stock units is calculated by applying the treasury stock method. Share-based awards whose impact is considered to be anti-dilutive under the treasury stock method were excluded from the diluted net income per share calculation. The excluded number of anti-dilutive share-based awards was 4.9 million and 1.0 million for the quarters ended April 1, 2016 and April 3, 2015 , respectively. The dilutive impact related to the Company's 1.00% Notes and 2.625% Notes, Series B is determined in accordance with the net share settlement requirements prescribed by ASC Topic 260, Earnings Per Share . Under the net share settlement calculation, the Company's convertible notes are assumed to be convertible into cash up to the par value, with the excess of par value being convertible into common stock. A dilutive effect occurs when the stock price exceeds the conversion price for each of the convertible notes. In periods when the share price is lower than the conversion price, the impact is anti-dilutive and therefore has no impact on the Company's earnings per share calculations. Additionally, if the average price of the Company's common stock exceeds $25.96 per share for a reporting period, the Company will also include the effect of the additional potential shares, using the treasury stock method, that may be issued related to the warrants that were issued concurrently with the issuance of the 1.00% Notes. Prior to conversion, the convertible note hedges are not considered for purposes of the earnings per share calculations, as their effect would be anti-dilutive. Upon conversion, the convertible note hedges are expected to offset the dilutive effect of the 1.00% Notes when the stock price is above $18.50 per share. See Note 8: "Long-Term Debt" of the notes to the Company's audited Consolidated Financial Statements included in Part IV, Item 15 of the 2015 Form 10-K for a discussion of the conversion prices and other features of the 2.625% Notes, Series B and the 1.00% Notes . Equity Share Repurchase Program Information relating to the Company's share repurchase programs is as follows (in millions, except per share data): Quarter Ended April 1, 2016 April 3, 2015 Number of repurchased shares (1) — 8.6 Aggregate purchase price $ — $ 97.0 Less: ending accrued share repurchases (2) — (2.0 ) Total cash used for share repurchases $ — $ 95.0 Weighted-average purchase price per share (3) $ — $ 11.20 Available for future purchases at period end $ 628.2 $ 879.2 (1) None of these shares had been reissued or retired as of April 1, 2016 , but may be reissued or retired by the Company at a later date. (2) Represents unpaid amounts recorded in accrued expenses on the Company's Consolidated Balance Sheet as of the end of the period. (3) Exclusive of fees, commissions and other expenses. There were no repurchases of the Company's common stock under our share repurchase program during the quarter ended April 1, 2016 as the Company focuses on building up cash reserves ahead of the Fairchild Transaction. Shares for Restricted Stock Units Tax Withholding Treasury stock is recorded at cost and is presented as a reduction of stockholders' equity in the accompanying unaudited consolidated financial statements. Shares, with a fair market value equal to the applicable statutory minimum amount of the employee withholding taxes due, are withheld by the Company upon the vesting of restricted stock units to pay the applicable statutory minimum amount of employee withholding taxes and are considered common stock repurchases. The Company then pays the applicable statutory minimum amount of withholding taxes in cash. The amount remitted for the quarter ended April 1, 2016 was $ 8.0 million , for which the Company withheld 0.9 million shares of common stock, that were underlying the restricted stock units that vested. None of these shares had been reissued or retired as of April 1, 2016 ; however, these shares may be reissued or retired by the Company at a later date. Non-Controlling Interest The Company's entity which operates assembly and test operations in Leshan, China is owned by a joint venture company, Leshan-Phoenix Semiconductor Company Limited (“Leshan”). The Company owns a majority of the outstanding equity interests in Leshan and its investment in Leshan has been consolidated in the Company's financial statements. At December 31, 2015 , the non-controlling interest balance was $ 23.7 million . This balance increased to $24.1 million as of April 1, 2016 , resulting from the non-controlling interest's $0.4 million share of the earnings for the quarter ended April 1, 2016 . At December 31, 2014 , the non-controlling interest balance was $20.9 million . This balance was $21.6 million as of April 3, 2015 due to the non-controlling interest's $0.7 million share of the earnings for the quarter ended April 3, 2015 . |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Apr. 01, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 9: Share-Based Compensation Total share-based compensation expense related to the Company's employee stock options, restricted stock units, stock grant awards and ESPP for the quarters ended April 1, 2016 and April 3, 2015 was comprised as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 Cost of revenues $ 1.9 $ 1.9 Research and development 2.5 2.3 Selling and marketing 2.1 2.2 General and administrative 5.1 4.9 Share-based compensation expense before income taxes $ 11.6 $ 11.3 Related income tax benefits (1) — — Share-based compensation expense, net of taxes $ 11.6 $ 11.3 ____________________ (1) A majority of the Company’s share-based compensation relates to its domestic subsidiaries; therefore, no related deferred income tax benefits are recorded due to historical net operating losses at those subsidiaries. As of April 1, 2016 , total estimated unrecognized share-based compensation expense, net of estimated forfeitures, related to non-vested stock options granted prior to that date was $ 0.4 million , which is expected to be recognized over a weighted-average period of 7 months . As of April 1, 2016 , total estimated unrecognized share-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock units with time-based service conditions and performance-based vesting criteria granted prior to that date was $ 85.0 million , which is expected to be recognized over a weighted-average period of 2.3 years. The total intrinsic value of stock options exercised during the quarter ended April 1, 2016 was $ 0.5 million . The Company recorded cash received from the exercise of stock options of $1.6 million during the quarter ended April 1, 2016 . The Company recorded no related income tax benefits during the quarter ended April 1, 2016 . Share-Based Compensation Information Share-based compensation expense recognized in the Consolidated Statements of Operations and Comprehensive Income is based on awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The annualized pre-vesting forfeiture rate for stock options was estimated to be 11% and 11% during the quarters ended April 1, 2016 and April 3, 2015 , respectively. The annualized pre-vesting forfeiture rate for restricted stock units was estimated to be 5% and 5% during the quarters ended April 1, 2016 and April 3, 2015 , respectively. Shares Available As of December 31, 2015 , there was an aggregate of 28.7 million shares of common stock available for grant under the Company's Amended and Restated SIP and 6.7 million shares available for issuance under the ESPP. As of April 1, 2016 , there was an aggregate of 21.0 million shares of common stock available for grant under the Amended and Restated SIP and 6.3 million shares available for issuance under the ESPP. Stock Options Summarized stock option information for the quarter ended April 1, 2016 is as follows (in millions, except per share and contractual term data): Quarter Ended April 1, 2016 Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (In-The-Money) Outstanding at December 31, 2015 5.2 $ 7.85 Granted — — Exercised (0.2 ) 6.76 Canceled — — Outstanding at April 1, 2016 5.0 $ 7.90 2.20 $ 9.3 Exercisable at April 1, 2016 4.7 $ 8.00 2.11 $ 8.3 Additional information with respect to stock options outstanding as of April 1, 2016 , with exercise prices less than or above $ 9.70 per share, the closing price of the Company's common stock at April 1, 2016 , is as follows (number of shares in millions): Exercisable Unexercisable Total Exercise Prices Number of Shares Weighted-Average Exercise Price Number of Shares Weighted-Average Exercise Price Number of Shares Weighted-Average Exercise Price Less than $9.70 4.2 $ 7.72 0.3 $ 6.27 4.5 $ 7.63 Above $9.70 0.5 $ 10.52 — $ — 0.5 $ 10.52 Total outstanding 4.7 $ 8.00 0.3 $ 6.27 5.0 $ 7.90 Restricted Stock Units Restricted stock units generally vest over three years with service-based requirements or performance-based requirements or a combination of service-based and performance-based requirements and are payable in shares of the Company's common stock upon vesting. The following table presents summarized information with respect to the Company's restricted stock units as of April 1, 2016 and changes during the quarter ended April 1, 2016 (number of shares in millions): Number of Shares Weighted-Average Grant Date Fair Value Non-vested shares underlying restricted stock units at December 31, 2015 8.5 $ 10.52 Granted 5.0 9.02 Released (2.9 ) 9.63 Forfeited (0.1 ) 10.27 Non-vested shares underlying restricted stock units at April 1, 2016 10.5 $ 10.06 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 01, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10: Commitments and Contingencies Leases The following represents future minimum lease obligations under non-cancelable operating leases as of April 1, 2016 (in millions): Remainder of 2016 $ 17.3 2017 18.1 2018 13.0 2019 10.1 2020 7.5 Thereafter 25.5 Total $ 91.5 Environmental Contingencies The Company’s headquarters in Phoenix, Arizona is located on property that is a “Superfund” site, which is a property listed on the National Priorities List and subject to clean-up activities under the Comprehensive Environmental Response, Compensation, and Liability Act. Motorola and Freescale have been involved in the clean-up of on-site solvent contaminated soil and groundwater and off-site contaminated groundwater pursuant to consent decrees with the State of Arizona. As part of the Company's August 4, 1999 recapitalization (the "Recapitalization"), Motorola retained responsibility for this contamination, and Motorola and Freescale have agreed to indemnify the Company with respect to remediation costs and other costs or liabilities related to this matter. As part of the Recapitalization, the Company received various manufacturing facilities, one of which is located in the Czech Republic. The Company has ongoing remediation projects at this site to respond to releases of hazardous substances that occurred prior to the Recapitalization during the years that this facility was operated by government-owned entities. In each case, the remediation project consists primarily of monitoring groundwater wells located on-site and off-site with additional action plans developed to respond in the event activity levels are exceeded at each of the respective locations. The government of the Czech Republic has agreed to indemnify the Company and the respective subsidiaries, subject to specified limitations, for remediation costs associated with this historical contamination. Based upon the information available, total future remediation costs to the Company are not expected to be material. The Company’s design center in East Greenwich, Rhode Island is located on property that has localized soil contamination. In connection with the purchase of the facility, the Company entered into a settlement agreement and covenant not to sue with the State of Rhode Island. This agreement requires that remedial actions be undertaken and a quarterly groundwater monitoring program be initiated by the former owners of the property. Based on the information available, any costs to the Company in connection with this matter have not been, and are not expected to be, material. As a result of its acquisition of AMIS, the Company is a "primary responsible party" to an environmental remediation and clean-up at AMIS's former corporate headquarters in Santa Clara, California. Costs incurred by AMIS have included implementation of the clean-up plan, operations and maintenance of remediation systems, and other project management costs. However, AMIS's former parent company, a subsidiary of Nippon Mining, contractually agreed to indemnify AMIS and the Company for any obligations relating to environmental remediation and clean-up at this location. Based on the information available, any costs to the Company in connection with this matter have not been, and are not expected to be, material. The Company's former manufacturing location in Aizu, Japan is located on property where soil and ground water contamination has been detected. The Company believes that the contamination originally occurred during a time when the facility was operated by a prior owner. The Company has worked with local authorities to implement a remediation plan and expects remaining remediation costs to be covered by insurance. Based on information available, any costs to the Company in connection with this matter have not been, and are not expected to be, material. The Company was notified by the Environmental Protection Agency (“EPA”) that it has been identified as a “potentially responsible party” (“PRP”) in the Chemetco Superfund matter. Chemetco is a defunct reclamation services supplier who operated in Illinois at what is now a Superfund site. The Company used Chemetco for reclamation services. The EPA is pursuing Chemetco customers for contribution to the site cleanup activities. The Company has joined a PRP group which is cooperating with the EPA in the evaluation and funding of the cleanup. Based on the information available, any costs to the Company in connection with this matter have not been, and are not expected to be, material. Financing Contingencies In the normal course of business, the Company provides standby letters of credit or other guarantee instruments to certain parties initiated by either the Company or its subsidiaries, as required for transactions such as, but not limited to, purchase commitments, agreements to mitigate collection risk, leases, utilities or customs guarantees. As of April 1, 2016 , the Company's senior revolving credit facility included $ 15.0 million of availability for the issuance of letters of credit. A $ 0.2 million letter of credit was outstanding under the senior revolving credit facility as of April 1, 2016 . The Company also had outstanding guarantees and letters of credit outside of its senior revolving credit facility totaling $5.0 million as of April 1, 2016 . As part of obtaining financing in the normal course of business, the Company issued guarantees related to certain of its capital lease obligations, equipment financing, lines of credit and real estate mortgages, which totaled $156.7 million as of April 1, 2016 . The Company is also a guarantor of SCI LLC's non-collateralized loan with SMBC, which had a balance of $179.3 million as of April 1, 2016 . See Note 7: ''Long-Term Debt'' for additional information. Based on historical experience and information currently available, the Company believes that it will not be required to make payments under the standby letters of credit or guarantee arrangements for the foreseeable future. Indemnification Contingencies The Company is a party to a variety of agreements entered into in the ordinary course of business pursuant to which it may be obligated to indemnify the other parties for certain liabilities that arise out of or relate to the subject matter of the agreements. Some of the agreements entered into by the Company require it to indemnify the other party against losses due to IP infringement, property damage including environmental contamination, personal injury, failure to comply with applicable laws, the Company’s negligence or willful misconduct, or breach of representations and warranties and covenants related to such matters as title to sold assets. The Company faces risk of exposure to warranty and product liability claims in the event that its products fail to perform as expected or such failure of its products results, or is alleged to result, in economic damage, bodily injury or property damage. In addition, if any of the Company’s designed products are alleged to be defective, the Company may be required to participate in their recall. Depending on the significance of any particular customer and other relevant factors, the Company may agree to provide more favorable rights to such customer for valid defective product claims. The Company and its subsidiaries provide for indemnification of directors, officers and other persons in accordance with limited liability agreements, certificates of incorporation, by-laws, articles of association or similar organizational documents, as the case may be. The Company maintains directors’ and officers’ insurance, which should enable it to recover a portion of any future amounts paid. On February 19, 2016, the Board of Directors of the Company approved a form of indemnification agreement (the “Indemnification Agreement”) and authorized the Company to enter into an indemnification agreement in substantially the form of the Indemnification Agreement with each of its directors and executive officers (each, an “Indemnitee”). The Indemnification Agreement clarifies and supplements the indemnification rights and obligations of the Indemnitee and Company already included in the Company’s Certificate of Incorporation and Bylaws. Under the terms of the Indemnification Agreement, subject to certain exceptions specified in the Indemnification Agreement, the Company will indemnify the Indemnitee to the fullest extent permitted by Delaware law in the event the Indemnitee becomes subject to or a participant in certain claims or proceedings as a result of the Indemnitee’s service as a director or officer. The Company will also, subject to certain exceptions and repayment conditions, advance to the Indemnitee specified indemnifiable expenses incurred in connection with such claims or proceedings. While the Company’s future obligations under certain agreements may contain limitations on liability for indemnification, other agreements do not contain such limitations and under such agreements it is not possible to predict the maximum potential amount of future payments due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under any of these indemnities have not had a material effect on the Company’s business, financial condition, results of operations or cash flows. Additionally, the Company does not believe that any amounts that it may be required to pay under these indemnities in the future will be material to the Company’s business, financial position, results of operations or cash flows. Legal Matters The Company is currently involved in a variety of legal matters that arise in the normal course of business. Based on information currently available, management does not believe that the ultimate resolution of these matters will have a material effect on the Company's financial condition, results of operations or cash flows. However, because of the nature and inherent uncertainties of litigation, the Company cannot guarantee the outcome of these actions. On December 14, 2015, the Company was named as a defendant in a shareholder class action lawsuit filed in state court in Delaware against the Company, Falcon Operations Sub, Inc., an ON Semiconductor subsidiary (“Merger Sub”), Fairchild and certain directors of Fairchild with respect to the merger agreement entered into between our Merger Sub and Fairchild in November 2015, by which the Company commenced a tender offer to acquire all of the outstanding shares of Fairchild. The lawsuit alleges breach of duty by the individual defendants and aiding and abetting by the Company and the Merger Sub and has been docketed in the Court of Chancery of the State of Delaware (“District Court”) as Woo v. Fairchild Semiconductor International, Inc. et al , Case # 11798VCL. In March 2016, the plaintiff amended the complaint to allege that Fairchild’s failure to accept the proposal from a third party constituted a breach of fiduciary duty and that certain disclosures filed on Form 14D-9 were misleading or inaccurate. As relief, the amended complaint continues to seek, among other things, an injunction against the tender offer and the merger that are part of the Fairchild Transaction, an accounting for damages, and an award of attorneys’ fees and costs. The Company believes that the claim against it is without merit and intends to defend the litigation vigorously. The litigation process is inherently uncertain, however, and the Company cannot guarantee that the outcome of this matter will be favorable for it. Intellectual Property Matters We face risk to exposure from claims of infringement of the IP rights of others. In the ordinary course of business, we receive letters asserting that the Company's products or components breach another party’s rights. These threats may seek that we make royalty payments, that we stop use of such rights, or other remedies. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 01, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11: Fair Value Measurements Fair Value of Financial Instruments Summarized information with respect to certain of the Company's financial assets and liabilities measured at fair value on a recurring basis as of April 1, 2016 and December 31, 2015 is as follows (in millions): Fair Value Measurements as of April 1, 2016 Description Balance as of April 1, 2016 Level 1 Level 2 Level 3 Assets: Cash and Cash equivalents: Demand and time deposits $ 18.1 $ 18.1 $ — $ — Money market funds 33.2 33.2 — — Liabilities: Foreign currency exchange contracts $ 0.1 $ — $ 0.1 $ — Contingent consideration (See Note 3) 5.0 — — 5.0 Fair Value Measurements as of December 31, 2015 Description Balance as of December 31, 2015 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Demand and time deposits $ 9.5 $ 9.5 $ — $ — Money market funds 33.2 33.2 — — Liabilities: Designated cash flow hedges $ 0.2 $ — $ 0.2 $ — Foreign currency exchange contracts 0.1 — 0.1 — Contingent consideration (See Note 3) 5.0 — — 5.0 Other The carrying amounts of other current assets and liabilities, such as accounts receivable and accounts payable, approximate fair value based on the short-term nature of these instruments. Fair Value of Long-Term Debt, Including Current Portion The carrying amounts and fair values of the Company’s long-term borrowings (excluding capital lease obligations, real estate mortgages and equipment financing) as of April 1, 2016 and December 31, 2015 are as follows (in millions): April 1, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current portion Convertible notes $ 932.2 $ 1,004.4 $ 925.0 $ 1,041.9 Long-term debt $ 362.0 $ 361.7 $ 386.9 $ 386.6 The fair value of the Company's 2.625% Notes, Series B and the 1.00% Notes were estimated based on market prices in active markets (Level 1). The fair value of other long-term debt was estimated based on discounting the remaining principal and interest payments using current market rates for similar debt (Level 2) as of April 1, 2016 and December 31, 2015 . Cost Method Investments Investments in equity securities that do not qualify for fair value accounting are accounted for under the cost method. Accordingly, the Company accounts for investments in companies that it does not control, or have significant influence over, under the cost method, as applicable. If a decline in the fair value of a cost method investment is determined to be other than temporary, an impairment charge is recorded, and the fair value becomes the new cost basis of the investment. The Company evaluates all of its cost method investments for impairment; however, it is not required to determine the fair value of its investment unless impairment indicators are present. As of April 1, 2016 and December 31, 2015 , the Company’s cost method investments had a carrying value of $12.7 million and $12.3 million , respectively. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Apr. 01, 2016 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | Note 12: Financial Instruments Foreign Currencies As a multinational business, the Company’s transactions are denominated in a variety of currencies. When appropriate, the Company uses forward foreign currency contracts to reduce its overall exposure to the effects of currency fluctuations on its results of operations and cash flows. The Company’s policy prohibits trading in currencies for which there are no underlying exposures, or entering into trades for any currency to intentionally increase the underlying exposure. The Company primarily hedges existing assets and liabilities associated with transactions currently on its balance sheet, which are undesignated hedges for accounting purposes. As of April 1, 2016 and December 31, 2015 , the Company had net outstanding foreign exchange contracts with notional amounts of $88.1 million and $ 89.8 million , respectively. Such contracts were obtained through financial institutions and were scheduled to mature within one to three months from the time of purchase. Management believes that these financial instruments should not subject the Company to increased risks from foreign exchange movements because gains and losses on these contracts should offset losses and gains on the underlying assets, liabilities and transactions to which they are related. The following summarizes the Company’s net foreign exchange positions in U.S. dollars as of April 1, 2016 and December 31, 2015 (in millions): April 1, 2016 December 31, 2015 Buy (Sell) Notional Amount Buy (Sell) Notional Amount Euro $ (25.7 ) $ 25.7 $ (17.5 ) $ 17.5 Japanese Yen (19.2 ) 19.2 (30.0 ) 30.0 Malaysian Ringgit 7.1 7.1 7.1 7.1 Philippine Peso 15.7 15.7 13.7 13.7 Other Currencies - Buy 11.8 11.8 17.1 17.1 Other Currencies - Sell (8.6 ) 8.6 (4.4 ) 4.4 $ (18.9 ) $ 88.1 $ (14.0 ) $ 89.8 The Company is exposed to credit-related losses if counterparties to its foreign exchange contracts fail to perform their obligations. As of April 1, 2016 , the counterparties to the Company’s foreign currency hedge contracts as well as the cash flow hedges described below are held at financial institutions which the Company believes to be highly rated, and no credit-related losses are anticipated. Amounts receivable or payable under the contracts are included in other current assets or accrued expenses in the accompanying Consolidated Balance Sheet. For the quarters ended April 1, 2016 and April 3, 2015 , realized and unrealized foreign currency transactions totaled a $1.0 million loss and a $0.1 million gain, respectively. The realized and unrealized foreign currency transactions are included in other income and expenses in the Company's Consolidated Statements of Operations and Comprehensive Income. Cash Flow Hedges The Company is exposed to global market risks associated with fluctuations in interest rates and foreign currency exchange rates. The Company addresses these risks through controlled management that includes the use of derivative financial instruments to economically hedge or reduce these exposures. The Company does not enter into derivative financial instruments for trading or speculative purposes. The purpose of the Company's foreign currency hedging activities is to protect the Company from the risk that the eventual cash flows resulting from transactions in foreign currencies will be adversely affected by changes in exchange rates. The Company enters into forward contracts that are designated as foreign-currency cash flow hedges of selected forecasted payments denominated in currencies other than U.S. dollars. All the contracts mature within 12 months, and upon maturity the amount recorded in accumulated other comprehensive income is reclassified into earnings. The Company documents all relationships between designated hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. All derivatives are recognized on the balance sheet at their fair value and classified based on the instrument's maturity date. The Company did not have outstanding derivatives designated as cash flow hedges as of April 1, 2016 . For the quarter s ended April 1, 2016 and April 3, 2015 , the Company recorded a net loss of $0.2 million and $1.8 million , respectively, associated with cash flow hedges recognized as a component of cost of revenues. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 3 Months Ended |
Apr. 01, 2016 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | Note 13: Changes in Accumulated Other Comprehensive Loss Amounts comprising the Company's accumulated other comprehensive loss and reclassifications for the three months ended April 1, 2016 are as follows (net of tax of $0 , in millions): Foreign Currency Translation Adjustments Effects of Cash Flow Hedges Total Balance as of December 31, 2015 $ (42.2 ) $ (0.1 ) $ (42.3 ) Other comprehensive income (loss) prior to reclassifications 0.9 0.3 1.2 Amounts reclassified from accumulated other comprehensive loss — (0.2 ) (0.2 ) Net current period other comprehensive income (loss) 0.9 0.1 1.0 Balance as of April 1, 2016 $ (41.3 ) $ — $ (41.3 ) Amounts which were reclassified from accumulated other comprehensive loss to the Company's Consolidated Statements of Operations and Comprehensive Income during the quarter s ended April 1, 2016 and April 3, 2015 , respectively, were as follows (net of tax of $0 , in millions): Amounts Reclassified from Accumulated Other Comprehensive Loss Quarter Ended April 1, 2016 April 3, 2015 Affected Line Item Where Net Income is Presented Effects of cash flow hedges $ 0.2 $ (1.8 ) Cost of revenues Gains and Losses on Available-for-Sale Securities — (3.4 ) Other income and expense Total reclassifications $ 0.2 $ (5.2 ) Included in accumulated other comprehensive loss as of April 1, 2016 is $11.8 million of foreign currency translation losses related to the Company’s subsidiary that owns the KSS facility, which utilizes the Japanese Yen as its functional currency. In connection with the previously announced restructuring plan, the Company intends to liquidate the legal entity. Upon the substantial liquidation of the KSS entity, the Company will evaluate the need to release any amount remaining in accumulated other comprehensive income to its results of operations, as required by the appropriate accounting standards. |
Supplemental Disclosures
Supplemental Disclosures | 3 Months Ended |
Apr. 01, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures | Note 14: Supplemental Disclosures Supplemental Disclosure of Cash Flow Information Certain of the Company's non-cash activities along with cash payments for interest and income taxes are as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 Non-cash activities: Capital expenditures in accounts payable and other liabilities $ 72.3 $ 98.6 Equipment acquired or refinanced through capital leases $ — $ 0.6 Cash (received) paid for: Interest income $ (0.3 ) $ (0.3 ) Interest expense $ 4.9 $ 5.7 Income taxes $ 5.4 $ 5.4 |
Segment Information
Segment Information | 3 Months Ended |
Apr. 01, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 15: Segment Information As of April 1, 2016 , the Company was organized into four reportable segments, consisting of the Application Products Group, Standard Products Group, System Solutions Group and Image Sensor Group. Each of the Company's major product lines has been examined and each product line has been assigned to a reportable segment based on the Company's operating strategy. Because many products are sold into different end-markets, the total revenue reported for a segment is not indicative of actual sales in the end-market associated with that segment, but rather is the sum of the revenue from the product lines assigned to that segment. These segments represent the Company's view of the business and as such are used to evaluate progress of major initiatives and allocation of resources. Revenues and gross profit for the Company’s reportable segments for the quarters ended April 1, 2016 and April 3, 2015 are as follows (in millions): Application Products Group Image Sensor Group Standard Products Group System Solutions Group Total For the quarter ended April 1, 2016: Revenues from external customers $ 250.5 $ 168.2 $ 284.9 $ 113.6 $ 817.2 Segment gross profit $ 103.8 $ 61.1 $ 99.6 $ 18.2 $ 282.7 For the quarter ended April 3, 2015: Revenues from external customers $ 264.3 $ 170.5 $ 303.2 $ 132.8 $ 870.8 Segment gross profit $ 117.3 $ 49.5 $ 112.1 $ 25.2 $ 304.1 Gross profit shown above and below is exclusive of the amortization of acquisition-related intangible assets. Depreciation expense is included in segment gross profit. Reconciliations of segment gross profit to consolidated gross profit are as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 Gross profit for reportable segments $ 282.7 $ 304.1 Less: unallocated manufacturing costs (1) (7.2 ) (3.7 ) Consolidated Gross profit $ 275.5 $ 300.4 (1) During the third quarter of 2015, the Company began allocating certain manufacturing costs to its segments that were previously included as unallocated manufacturing costs. Comparative information has been recast to conform with the current period presentation. The Company's consolidated assets are not specifically ascribed to its individual reporting segments. Rather, assets used in operations are generally shared across the Company's reporting segments. The Company operates in various geographic locations. Sales to unaffiliated customers have little correlation with the location of manufacturers. It is therefore not meaningful to present gross profit by geographical location. Revenues by geographic location, including local sales made by operations within each area, based on sales billed from the respective country, are summarized as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 United States $ 140.8 $ 131.8 Japan 84.4 62.6 Hong Kong 178.0 191.2 Singapore 246.4 316.3 United Kingdom 134.1 129.7 Other 33.5 39.2 $ 817.2 $ 870.8 Property, plant and equipment, net by geographic location, is summarized as follows (in millions): April 1, 2016 December 31, United States $ 324.9 $ 326.2 Czech Republic 100.5 102.9 Malaysia 225.6 226.5 Philippines 256.4 259.1 China 107.1 111.0 Other 255.9 248.4 $ 1,270.4 $ 1,274.1 For the quarters ended April 1, 2016 and April 3, 2015 , there were no individual customers, including distributors, which accounted for more than 10% of the Company's total consolidated revenues. |
Recent Developments and Subsequ
Recent Developments and Subsequent Events | 3 Months Ended |
Apr. 01, 2016 | |
Subsequent Events [Abstract] | |
Recent Developments and Subsequent Events | Note 16: Recent Developments and Subsequent Events Pending Acquisition of Fairchild Pursuant to the terms and conditions set forth in the Fairchild Agreement, the Company, through Falcon Operations Sub, Inc., has commenced an offer (the “Offer”) to acquire all of the outstanding shares of Fairchild’s common stock, par value $0.01 per share (the “Shares”), for $20.00 per share in cash, without interest (the “Offer Price”). Following completion of the Offer and subject to the satisfaction or waiver of certain customary conditions set forth in the Fairchild Agreement, including the receipt of certain required regulatory approvals, Falcon Operations Sub, Inc. will be merged with and into Fairchild, with Fairchild surviving as the Company's wholly-owned subsidiary (the “Merger”). The Company intends to finance the estimated $2.4 billion of cash consideration with a combination of cash on hand, proceeds from the issuance of debt or equity securities and new, fully-committed debt financing. The transactions contemplated by the Fairchild Agreement have been unanimously approved by the boards of directors of both companies. A detailed description of the transactions contemplated by the Fairchild Agreement can be found in the 8-K filed by the Company with the SEC on November 18, 2015 , the Tender Offer Statement on Schedule TO (including the related tender offer materials, including the offer to purchase, the related letter of transmittal and certain other tender offer documents) filed by the Company with the SEC on December 4, 2015 , the Solicitation/ Recommendation Statement on Schedule 14D-9 filed by Fairchild with the SEC with respect to the tender offer on December 4, 2015 and all subsequent amendments and supplements to those documents filed with the SEC by the Company and Fairchild. The Company currently expects the transactions contemplated by the Fairchild Agreement to close late in the second quarter of 2016. Factors, such as the possibility of an intervening offer for Fairchild or regulatory approvals, may affect when and whether the Merger will occur. Fairchild Transaction Financing Subsequent to April 1, 2016, on April 15, 2016, the Company entered into (a) a $600 million senior revolving credit facility (the “Revolving Credit Facility”) and (b) a $2.2 billion term loan “B” facility (the “Term Loan “B” Facility”), the terms of which are set forth in a Credit Agreement (the “New Credit Agreement”), dated as of April 15, 2016, by and among the Company, as borrower, the several lenders party thereto, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp., HSBC Securities (USA) Inc. and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners (the “Lead Arrangers”), Barclays Bank PLC, Compass Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Morgan Stanley Senior Funding, Inc., BOKF, NA and KBC Bank N.V., as co-managers, and HSBC Bank USA, N.A. and Sumitomo Mitsui Banking Corporation, as co-documentation agents. Subject to the terms and conditions of the New Credit Agreement, on April 15, 2016, the Company borrowed an aggregate of $2.2 billion under the Term Loan “B” Facility (the “Gross Proceeds”). Use of Proceeds On April 15, 2016, the Gross Proceeds were deposited into escrow accounts pursuant to the terms of the Escrow Agreement (as defined below) and, upon release from escrow in accordance with the terms of the Escrow Agreement, will be available: (i) to pay, directly or indirectly, the purchase price of the Company’s previously announced Fairchild Transaction; (ii) to refinance, repay or terminate, including discharging and releasing all security and guaranties in respect of, all of the Company’s and Fairchild’s and its subsidiaries’ existing third party indebtedness for borrowed money (including, but not limited to, the Amended and Restated Credit Agreement, dated as of October 10, 2013, among SCI LLC, as borrower, the Company, the Administrative Agent and the several banks and other financial institutions from time to time party thereto (the "Senior Revolving Credit Facility") (the “Refinancing”) other than the indebtedness permitted to remain outstanding under the Fairchild Agreement and the New Credit Agreement, including, but not limited to (a) indebtedness incurred under the New Credit Agreement, (b) certain ordinary course capital leases, purchase money indebtedness, equipment financings, letters of credit and surety bonds, (c) indebtedness incurred pursuant to any current and noncurrent “Long-term debt” identified in the Company’s consolidated financial statements, including the 1.00% Notes and 2.625% Notes, Series B, and (d) other indebtedness, if any, to be agreed upon by the Company and the Lead Arrangers; (iii) to pay related transaction fees and expenses; and (iv) to pay interest on the Gross Proceeds to the extent required in the event of an event of default under the New Credit Agreement during the escrow period. The proceeds of any borrowings under the Term Loan “B” Facility incurred after the closing date of the Fairchild Transaction will be available for general corporate purposes. The proceeds of any borrowings under the Revolving Credit Facility made on the closing date of the Fairchild Transaction will be available (i) to fund the purchase price of the Fairchild Transaction and the related transaction fees and expenses in an aggregate amount not to exceed $200 million ; (ii) to finance the Refinancing; and (iii) to backstop or replace or cash collateralized letters of credit outstanding under facilities no longer available to the Company or its subsidiaries. The proceeds of any borrowings under the Revolving Credit Facility made after the closing date of the Fairchild Transaction will be available for working capital, capital expenditures and other general corporate purposes of the Company and its Restricted Subsidiaries (as defined in the New Credit Agreement), including the financing of permitted acquisitions and other permitted investments. Interest Rates All borrowings under the New Credit Agreement may, at the Company’s option, be incurred as either eurocurrency loans (“Eurocurrency Loans”) or alternate base rate loans (“ABR Loans”). Eurocurrency Loans will accrue interest, for any interest period, at (a) a base rate per annum equal to the Adjusted LIBO Rate (as defined in the New Credit Agreement) plus (b) an applicable margin equal to (i) 4.00% with respect to borrowings under the Revolving Credit Facility or (ii) 4.50% with respect to borrowings under the Term Loan “B” Facility. ABR Loans will accrue interest, for any interest period, at (a) a base rate per annum equal to the highest of (i) the Federal funds rate plus 1/2 of 1%, (ii) the prime commercial lending rate announced by Deutsche Bank AG, New York Branch, from time to time as its prime lending rate and (iii) the Adjusted LIBO Rate for a one month interest period (determined after giving effect to any applicable “floor”) plus 1.00% ; provided that, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate (as defined in the New Credit Agreement), subject to the interest rate floors set forth in the New Credit Agreement plus (b) an applicable margin equal to (i) 3.00% with respect to borrowings under the Revolving Credit Facility or (ii) 3.50% with respect to borrowings under the Term Loan “B” Facility. After the completion of the Company’s first full fiscal quarter occurring six months after the closing date of the Fairchild Transaction, the applicable margin for borrowings under the Revolving Credit Facility may be decreased if the Company’s consolidated net leverage ratio decreases. Maturity Dates The Revolving Credit Facility matures on the five year anniversary of the closing of the Fairchild Transaction. The Term Loan “B” Facility matures on March 31, 2023. Mandatory Prepayments Following the closing date of the Fairchild Transaction, amounts outstanding under the New Credit Agreement will be subject to mandatory prepayments, subject to customary exceptions, (i) from the net cash proceeds to the Company or any Restricted Subsidiary from the incurrence or issuance of additional debt prohibited by the terms of the New Credit Agreement, (ii) from the net cash proceeds to the Company or any Restricted Subsidiary from certain asset sales or recovery events and (iii) from a percentage of the net amount of (a) Excess Cash Flow (as defined in the New Credit Agreement) to the Company minus (b) the amount of voluntary prepayments and Dutch auction purchases made by the Company. Certain Covenants and Events of Default The New Credit Agreement contains affirmative and negative covenants that are customary for credit agreements of this nature. Certain of the affirmative and negative covenants will not apply until the closing date of the Fairchild Transaction. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, investments and transactions with affiliates. The New Credit Agreement contains two financial covenants: (i) a maximum total leverage ratio of consolidated total indebtedness to consolidated earnings before interest, taxes, depreciation and amortization and other adjustments described in the New Credit Agreement (“consolidated EBITDA”) for the trailing four consecutive quarters of (a) 4.50 to 1.00 for any period ending on or prior to September 30, 2017 and (b) 4.00 to 1.00 for each fiscal quarter thereafter; and (ii) a minimum interest coverage ratio of consolidated EBITDA to consolidated interest expense for the trailing four consecutive quarters of (a) 4.50 to 1.00 for any period ending on or prior to September 30, 2017 and (b) 5.00 to 1.00 for each fiscal quarter thereafter. The New Credit Agreement includes customary events of default that include, among other things, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. Certain of the events of default will not apply until the closing date of the Fairchild Transaction. The occurrence of an event of default could result in the acceleration of the obligations under the New Credit Agreement and cross-default other indebtedness of the Company. Guarantee and Collateral Agreement On April 15, 2016, the Company entered into a Guarantee and Collateral Agreement with the other signatories thereto, as grantors, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent under the New Credit Agreement, pursuant to which the Company’s obligations under the New Credit Agreement are guaranteed by certain of the domestic subsidiaries of the Company and are secured by a pledge of substantially all of the assets of the guarantors including a pledge of the equity interests in certain of the Company’s domestic and first-tier foreign subsidiaries, subject to customary exceptions. Escrow Agreement On April 15, 2016, the Company entered into an Escrow Agreement (the “Escrow Agreement”) with MUFG Union Bank, N.A., as escrow agent (the “Escrow Agent”), and Deutsche Bank AG New York Branch, as administrative agent and collateral agent. Concurrently with the execution of the Escrow Agreement and the borrowings under the Term Loan “B” Facility on April 15, 2016, the Escrow Agent established escrow accounts in which Deutsche Bank AG New York Branch, as administrative agent, deposited (1) the Gross Proceeds, net of original issue discount, and (2) an amount equal to the regularly accruing interest on the Gross Proceeds for (a) the period from April 15, 2016 until May 1, 2016, accruing interest as Eurocurrency Loans, and (b) the next three one-month interest periods thereafter accruing interest as Eurocurrency Loans, assuming that the full amount of the Gross Proceeds outstanding on such date remains outstanding throughout such periods. Pursuant to the Escrow Agreement, Deutsche Bank AG New York Branch, as collateral agent, has a perfected first-priority security interest in the escrow accounts on behalf of the lenders party to the New Credit Agreement. Funds in the escrow accounts will only be released upon satisfaction of certain conditions described in the Escrow Agreement, including consummation of the Fairchild Transaction and the Refinancing on or prior to November 18, 2016 (the “Acquisition Deadline”). If such conditions are not satisfied on or prior to the Acquisition Deadline, the Escrow Agent will release the funds to the administrative agent for repayment of the Gross Proceeds, any accrued interest and any fees in connection therewith. Prior to the Acquisition Deadline, funds in the escrow accounts may also be released in the event of a payment default under the New Credit Agreement, in which case the amount released shall be limited to the amount required to cure the default. Senior Revolving Credit Facility Waiver In connection with the Fairchild Transaction, the entry into the New Credit Agreement and the transactions contemplated thereby, on April 14, 2016, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) under the Senior Revolving Credit Facility and the Required Lenders (as defined in the Senior Revolving Credit Facility) entered into a consent memorandum pursuant to which (i) the Required Lenders waived potential defaults under the Senior Revolving Credit Facility relating to indebtedness, liens, purchases, acquisitions and restrictive agreements in connection with the Fairchild Transaction, the entry into the New Credit Agreement and the transactions contemplated thereby, and (ii) the Required Lenders agreed that the calculations of the total leverage ratio, the interest coverage ratio, and senior leverage ratio under the Senior Revolving Credit Facility shall not take into account the obligations of the Company, SCI LLC and their subsidiaries in connection with the Fairchild Transaction, the entry into the New Credit Agreement and the transactions contemplated thereby. |
Background and Basis of Prese23
Background and Basis of Presentation Background and Basis of Presentation (Policies) | 3 Months Ended |
Apr. 01, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Significant estimates have been used by management in conjunction with the following: (i) measurement of valuation allowances relating to trade receivables, inventories and deferred tax assets; (ii) estimates of future payouts for customer incentives and allowances, warranties, and restructuring activities; (iii) assumptions surrounding future pension obligations; (iv) fair values of share-based compensation and of financial instruments (including derivative financial instruments); (v) evaluations of uncertain tax positions; (vi) estimates and assumptions used in connection with business combinations; and (vii) future cash flows used to assess and test for impairment of goodwill and long-lived assets, if applicable. Actual results could differ from these estimates. |
Recent Accounting Pronouncements | Note 2: Recent Accounting Pronouncements ASU No. 2016-09 - "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09") In March 2016, the FASB issued ASU 2016-09, which is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-09 may have on its consolidated financial statements and has not elected early adoption as of the quarter ended April 1, 2016 . ASU No. 2016-02 - "Leases" ("ASU 2016-02") In February 2016, the FASB issued ASU 2016-02, which amends the accounting treatment for leases. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees ( for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 may have on its consolidated financial statements and has not elected early adoption as of the quarter ended April 1, 2016 . ASU No. 2015-17 - "Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17") In November 2015, the FASB issued ASU 2015-17, which requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 is effective in fiscal years beginning after December 15, 2016. Early adoption is permitted on either a prospective or retrospective basis. The Company previously elected early adoption as of the interim period beginning October 3, 2015, effective for the annual period ended December 31, 2015 , and has selected the prospective application. Prior periods have not been retrospectively adjusted. ASU No. 2015-11 - "Simplifying the Measurement of Inventory" ("ASU 2015-11") In July 2015, the FASB issued ASU 2015-11, which requires that an entity should measure in-scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2015-11 may have on its consolidated financial statements and has not elected early adoption as of the quarter ended April 1, 2016. ASU 2015-05 - “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” ("ASU 2015-05") In April 2015, the FASB issued ASU 2015-05, which provides guidance regarding the accounting for fees paid by a customer in cloud computing arrangements. If a cloud computing arrangement includes the transfer of a software license, then the customer would account for the payment of fees as an acquisition of software. If there is no software license, the payment of fees would be accounted for as a service contract. This ASU is effective in fiscal years beginning after December 15, 2015. An entity can elect to adopt the amendments either prospectively for all arrangements entered into or materially modified after the effective date, or retrospectively. The Company adopted ASU 2015-05 as of the quarter ended April 1, 2016 and selected the prospective application. There was no material impact to the financial statements. ASU No. 2015-03 - "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03") and ASU No. 2015-15 - "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements" ("ASU 2015-15") In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new standard is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. In August 2015, the FASB issued ASU 2015-15, which clarified that ASU 2015-03 does not address debt issuance costs related to line-of-credit agreements and stated that the SEC staff would not object to the deferral and presentation of debt issuance costs as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement, consistent with existing guidance. The Company previously elected early adoption of ASU 2015-03 as of the year ended December 31, 2015 , applicable to debt issuance costs related to its convertible notes, and has retrospectively adjusted certain prior year amounts to reflect the effects of applying the new guidance. Pursuant to ASU 2015-15, debt issuance costs relating to the Company's revolving credit facility have been deferred and are included in other assets on the Company's Consolidated Balance Sheet. See Note 7: ''Long-Term Debt'' for additional information with respect to the Company's debt issuance costs. ASU No. 2014-09 - “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), ASU No. 2015-14 - "Deferral of the Effective Date" ("ASU 2015-14"), ASU No. 2016-08 - “Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations” (“ASU 2016-08”) and ASU No. 2016-10 - “Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing” (“ASU 2016-10”) In May 2014, the FASB issued ASU 2014-09, which applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, unless those contracts are within the scope of other standards, superceding the existing revenue recognition requirements in ASC Topic 605 "Revenue Recognition." Pursuant to ASU 2014-09, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange, as applied through a multi-step process to achieve that core principle. Subsequently, the FASB approved a deferral included in ASU 2015-14 that permits public entities to apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein, and that would also permit public entities to elect to adopt the amendments as of the original effective date as applicable to reporting periods beginning after December 15, 2016. The new guidance allows for the amendment to be applied either retrospectively to each prior reporting period presented or retrospectively as a cumulative-effect adjustment as of the date of adoption. In March 2016, the FASB issued ASU 2016-08, which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, which clarifies identifying performance obligations and the licensing implementation guidance. The effective date and transition requirements for ASU 2016-08 and ASU 2016-10 are the same as the effective date and transition requirements of ASU 2014-09. The Company defers the revenue and cost of revenues on sales to certain distributors until it is informed by the distributor that the distributor has resold the products to the end customer. For additional information with respect to the Company's critical accounting policies, see Note 2: "Significant Accounting Policies" of the notes to the Company's audited consolidated financial statements included in Part IV, Item 15 of the 2015 Form 10-K. Upon adoption of ASU 2014-09, ASU 2015-14, ASU 2016-08 and ASU 2016-10, the Company will no longer be permitted to defer revenue until sale by the distributor to the end customer, but rather, will be required to estimate the effects of returns and allowances provided to distributors and record revenue at the time of sale to the distributor. The Company is currently evaluating the impact that the adoption of ASU 2014-09, ASU 2015-14, ASU 2016-08 and ASU 2016-10 may have on its consolidated financial statements and has not elected a transition method as of the quarter ended April 1, 2016 . |
Cost Method Investments | Cost Method Investments Investments in equity securities that do not qualify for fair value accounting are accounted for under the cost method. Accordingly, the Company accounts for investments in companies that it does not control, or have significant influence over, under the cost method, as applicable. If a decline in the fair value of a cost method investment is determined to be other than temporary, an impairment charge is recorded, and the fair value becomes the new cost basis of the investment. The Company evaluates all of its cost method investments for impairment; however, it is not required to determine the fair value of its investment unless impairment indicators are present. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill by Operating Segment | The following table summarizes goodwill by relevant reportable segment as of April 1, 2016 and December 31, 2015 (in millions): Balance as of April 1, 2016 Balance as of December 31, 2015 Goodwill Accumulated Impairment Losses Carrying Value Goodwill Accumulated Impairment Losses Carrying Value Reportable Segment: Application Products Group $ 546.7 $ (418.9 ) $ 127.8 $ 546.7 $ (418.9 ) $ 127.8 Image Sensor Group 95.4 — 95.4 95.4 — 95.4 Standard Products Group 76.0 (28.6 ) 47.4 76.0 (28.6 ) 47.4 $ 718.1 $ (447.5 ) $ 270.6 $ 718.1 $ (447.5 ) $ 270.6 |
Summary of Intangible Assets, Net | Intangible assets, net, were as follows as of April 1, 2016 and December 31, 2015 (in millions): April 1, 2016 Original Cost Accumulated Amortization Foreign Currency Translation Adjustment Accumulated Impairment Losses Carrying Value Intellectual property $ 13.9 $ (10.8 ) $ — $ (0.4 ) $ 2.7 Customer relationships 426.2 (226.1 ) (27.7 ) (23.7 ) 148.7 Patents 43.7 (24.2 ) — (13.7 ) 5.8 Developed technology 269.4 (163.0 ) — (2.6 ) 103.8 Trademarks 16.3 (10.1 ) — (1.1 ) 5.1 Backlog 0.3 (0.3 ) — — — IPRD 40.0 — — (3.8 ) 36.2 Total intangibles $ 809.8 $ (434.5 ) $ (27.7 ) $ (45.3 ) $ 302.3 December 31, 2015 Original Cost Accumulated Amortization Foreign Currency Translation Adjustment Accumulated Impairment Losses Carrying Value Intellectual property $ 13.9 $ (10.6 ) $ — $ (0.4 ) $ 2.9 Customer relationships 426.2 (214.2 ) (27.9 ) (23.7 ) 160.4 Patents 43.7 (23.6 ) — (13.7 ) 6.4 Developed technology 268.0 (152.2 ) — (2.6 ) 113.2 Trademarks 16.3 (9.9 ) — (1.1 ) 5.3 Backlog 0.3 (0.3 ) — — — IPRD 41.4 — — (3.8 ) 37.6 Total intangibles $ 809.8 $ (410.8 ) $ (27.9 ) $ (45.3 ) $ 325.8 |
Summary of Amortization Expense | Amortization expense for intangible assets, with the exception of the $36.2 million of IPRD assets that will be amortized once the corresponding projects have been completed, is expected to be as follows for each of the next five years and thereafter (in millions): Period Estimated Amortization Expense Remainder of 2016 $ 68.2 2017 63.0 2018 41.5 2019 34.2 2020 22.3 Thereafter 36.9 Total estimated amortization expense $ 266.1 |
Restructuring, Asset Impairme25
Restructuring, Asset Impairments and Other, Net (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Restructuring Charges [Abstract] | |
Schedule of Activity Included in Restructuring, Asset Impairments, and Other, Net | Summarized activity included in the “Restructuring, asset impairments and other, net” caption on the Company's Consolidated Statements of Operations and Comprehensive Income for the quarter ended April 1, 2016 is as follows (in millions): Restructuring Quarter ended April 1, 2016 System Solutions Group voluntary workforce reduction $ 0.8 Manufacturing relocation 0.3 General workforce reductions 0.3 Other (1) 0.3 Total $ 1.7 (1) Includes amounts related to certain reductions in workforce, other facility closures, asset disposal activity and certain other activity which is not considered to be significant. |
Schedule of Restructuring Reserve Roll Forward | Changes in accrued restructuring charges from December 31, 2015 to April 1, 2016 are summarized as follows (in millions): Balance as of December 31, 2015 Charges Usage Balance as of Estimated employee separation charges $ 5.3 $ 1.5 $ (2.8 ) $ 4.0 Estimated costs to exit 0.5 0.2 (0.2 ) 0.5 Total $ 5.8 $ 1.7 $ (3.0 ) $ 4.5 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | Certain amounts included in the Company's balance sheet as of April 1, 2016 and December 31, 2015 consist of the following (dollars in millions): April 1, 2016 December 31, 2015 Receivables, net: Accounts receivable $ 435.9 $ 432.6 Less: Allowance for doubtful accounts (7.7 ) (6.2 ) $ 428.2 $ 426.4 Inventories: Raw materials $ 75.1 $ 79.3 Work in process 468.0 457.8 Finished goods 216.6 213.3 $ 759.7 $ 750.4 Property, plant and equipment, net: Land $ 47.0 $ 46.2 Buildings 519.3 513.6 Machinery and equipment 2,366.6 2,327.5 Total property, plant and equipment 2,932.9 2,887.3 Less: Accumulated depreciation (1,662.5 ) (1,613.2 ) $ 1,270.4 $ 1,274.1 Accrued expenses: Accrued payroll $ 92.3 $ 95.1 Sales related reserves 61.6 69.9 Acquisition consideration payable to seller 19.6 19.6 Other 71.7 61.6 $ 245.2 $ 246.2 (1) Included in other current assets are $0.3 million of property, plant and equipment which are held-for-sale as of December 31, 2015 . |
Schedule of Product Warranty Liability | Activity related to the Company's warranty reserves for the quarters ended April 1, 2016 and April 3, 2015 is as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 Beginning Balance $ 5.3 $ 5.5 Provision 0.8 0.1 Usage (0.6 ) (0.4 ) Ending Balance $ 5.5 $ 5.2 |
Schedule of Net Benefit Costs | The components of the Company's net periodic pension expense for the quarters ended April 1, 2016 and April 3, 2015 are as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 Service cost $ 2.2 $ 2.2 Interest cost 1.1 1.0 Expected return on plan assets (1.0 ) (0.9 ) Total net periodic pension cost $ 2.3 $ 2.3 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | The Company's long-term debt consists of the following (annualized rates, dollars in millions): April 1, 2016 December 31, 2015 Senior Revolving Credit Facility due 2020 $ — $ — 1.00% Notes (1) 690.0 690.0 2.625% Notes, Series B (2) 356.9 356.9 Note payable to SMBC due 2016 through 2018, interest payable quarterly at 2.38% and 2.36%, respectively (3) 179.3 198.2 U.S. real estate mortgages payable monthly through 2019 at an average rate of 3.12% and 3.35%, respectively (4) 42.2 50.0 Philippine term loans due 2016 through 2020, interest payable at 2.62% and 2.32%, respectively (7) 50.0 50.0 Loan with Singapore bank, interest payable weekly at 1.68% and 1.67%, respectively (6)(11) 30.0 30.0 Loan with Hong Kong bank, interest payable weekly at 1.68% and 1.67%, respectively (6)(11) 25.0 25.0 Malaysia revolving line of credit, interest payable quarterly at 2.08% and 2.05%, respectively (7) (11) 22.0 25.0 Vietnam revolving line of credit, interest payable quarterly at an average rate of 2.10% and 1.89%, respectively (7) (11) 18.8 20.8 Loan with Philippine bank due 2016 through 2019, interest payable quarterly at an average rate of 2.91% and 2.70%, respectively (5) 17.7 18.8 Canada revolving line of credit, interest payable quarterly at 2.24% and 2.01%, respectively (7) (11) 15.0 15.0 Loan with Japanese bank due 2016 through 2020, interest payable quarterly at 1.1% (7) 4.2 4.2 Canada equipment financing payable monthly through 2017 at 3.81% (8) 1.9 2.4 U.S. equipment financing payable monthly through 2016 at 2.40% (8) 0.9 1.3 Capital lease obligations 21.3 28.2 Gross long-term debt, including current maturities 1,475.2 1,515.8 Less: Debt discount (9) (101.0 ) (107.5 ) Less: Debt issuance costs (10) (13.7 ) (14.4 ) Net long-term debt, including current maturities 1,360.5 1,393.9 Less: Current maturities (525.4 ) (543.4 ) Net long-term debt $ 835.1 $ 850.5 _______________________ (1) Interest is payable on June 1 and December 1 of each year at 1.00% annually. (2) Interest is payable on June 15 and December 15 of each year at 2.625% annually. The 2.625% Notes, Series B may be put back to the Company at the option of the holders of the notes on December 15 of 2016 and 2021 or called at the option of the Company on or after December 20, 2016. The notes can be converted at any time on or after June 15, 2016. (3) This loan represents SCI LLC's non-collateralized loan with SMBC, which is guaranteed by the Company. (4) Debt arrangement collateralized by real estate, including certain of the Company's facilities in California, Oregon and Idaho. (5) $17.7 million and $18.8 million collateralized by equipment as of April 1, 2016 and December 31, 2015 , respectively. (6) Debt arrangement collateralized by accounts receivable. (7) Non-collateralized debt arrangement . (8) Debt arrangement collateralized by equipment. (9) Discount of $95.5 million and $100.2 million for the 1.00% Notes as of April 1, 2016 and December 31, 2015 and $5.5 million and $7.3 million for the 2.625% Notes, Series B as of April 1, 2016 and December 31, 2015 , respectively. (10) Debt issuance costs of $13.3 million and $13.9 million for the 1.00% Notes as of April 1, 2016 and December 31, 2015 , respectively and $0.4 million and $0.5 million for the 2.625% Notes, Series B as of April 1, 2016 and December 31, 2015 , respectively. (11) The Company has historically renewed these arrangements annually. |
Annual Maturities Relating To Long-Term Debt | Expected maturities relating to the Company’s long-term debt as of April 1, 2016 are as follows (in millions): Period Expected Maturities Remainder of 2016 $ 510.5 2017 69.2 2018 148.2 2019 47.6 2020 699.7 Thereafter — Total $ 1,475.2 |
Earnings per Share and Equity (
Earnings per Share and Equity (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Calculations of net income per common share attributable to ON Semiconductor are as follows (in millions, except per share data): Quarter Ended April 1, 2016 April 3, 2015 Net income attributable to ON Semiconductor Corporation $ 36.0 $ 55.1 Basic weighted average common shares outstanding 412.6 431.4 Dilutive effect of share-based awards 2.9 5.7 Dilutive effect of Convertible Notes — 2.8 Diluted weighted average common shares outstanding 415.5 439.9 Net income per common share attributable to ON Semiconductor Corporation: Basic $ 0.09 $ 0.13 Diluted $ 0.09 $ 0.13 |
Schedule of Share Repurchase Program | Information relating to the Company's share repurchase programs is as follows (in millions, except per share data): Quarter Ended April 1, 2016 April 3, 2015 Number of repurchased shares (1) — 8.6 Aggregate purchase price $ — $ 97.0 Less: ending accrued share repurchases (2) — (2.0 ) Total cash used for share repurchases $ — $ 95.0 Weighted-average purchase price per share (3) $ — $ 11.20 Available for future purchases at period end $ 628.2 $ 879.2 (1) None of these shares had been reissued or retired as of April 1, 2016 , but may be reissued or retired by the Company at a later date. (2) Represents unpaid amounts recorded in accrued expenses on the Company's Consolidated Balance Sheet as of the end of the period. (3) Exclusive of fees, commissions and other expenses. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary Of Share-Based Compensation Expense | Total share-based compensation expense related to the Company's employee stock options, restricted stock units, stock grant awards and ESPP for the quarters ended April 1, 2016 and April 3, 2015 was comprised as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 Cost of revenues $ 1.9 $ 1.9 Research and development 2.5 2.3 Selling and marketing 2.1 2.2 General and administrative 5.1 4.9 Share-based compensation expense before income taxes $ 11.6 $ 11.3 Related income tax benefits (1) — — Share-based compensation expense, net of taxes $ 11.6 $ 11.3 ____________________ (1) A majority of the Company’s share-based compensation relates to its domestic subsidiaries; therefore, no related deferred income tax benefits are recorded due to historical net operating losses at those subsidiaries. |
Schedule of Share-based Compensation, Stock Options, Activity | Summarized stock option information for the quarter ended April 1, 2016 is as follows (in millions, except per share and contractual term data): Quarter Ended April 1, 2016 Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (In-The-Money) Outstanding at December 31, 2015 5.2 $ 7.85 Granted — — Exercised (0.2 ) 6.76 Canceled — — Outstanding at April 1, 2016 5.0 $ 7.90 2.20 $ 9.3 Exercisable at April 1, 2016 4.7 $ 8.00 2.11 $ 8.3 |
Additional Information On Stock Options Outstanding | Additional information with respect to stock options outstanding as of April 1, 2016 , with exercise prices less than or above $ 9.70 per share, the closing price of the Company's common stock at April 1, 2016 , is as follows (number of shares in millions): Exercisable Unexercisable Total Exercise Prices Number of Shares Weighted-Average Exercise Price Number of Shares Weighted-Average Exercise Price Number of Shares Weighted-Average Exercise Price Less than $9.70 4.2 $ 7.72 0.3 $ 6.27 4.5 $ 7.63 Above $9.70 0.5 $ 10.52 — $ — 0.5 $ 10.52 Total outstanding 4.7 $ 8.00 0.3 $ 6.27 5.0 $ 7.90 |
Summary Of Restricted Stock Units Transactions | The following table presents summarized information with respect to the Company's restricted stock units as of April 1, 2016 and changes during the quarter ended April 1, 2016 (number of shares in millions): Number of Shares Weighted-Average Grant Date Fair Value Non-vested shares underlying restricted stock units at December 31, 2015 8.5 $ 10.52 Granted 5.0 9.02 Released (2.9 ) 9.63 Forfeited (0.1 ) 10.27 Non-vested shares underlying restricted stock units at April 1, 2016 10.5 $ 10.06 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases Future Minimum Payments Receivable | The following represents future minimum lease obligations under non-cancelable operating leases as of April 1, 2016 (in millions): Remainder of 2016 $ 17.3 2017 18.1 2018 13.0 2019 10.1 2020 7.5 Thereafter 25.5 Total $ 91.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Of Assets And Liabilities Measured On Recurring Basis | Summarized information with respect to certain of the Company's financial assets and liabilities measured at fair value on a recurring basis as of April 1, 2016 and December 31, 2015 is as follows (in millions): Fair Value Measurements as of April 1, 2016 Description Balance as of April 1, 2016 Level 1 Level 2 Level 3 Assets: Cash and Cash equivalents: Demand and time deposits $ 18.1 $ 18.1 $ — $ — Money market funds 33.2 33.2 — — Liabilities: Foreign currency exchange contracts $ 0.1 $ — $ 0.1 $ — Contingent consideration (See Note 3) 5.0 — — 5.0 Fair Value Measurements as of December 31, 2015 Description Balance as of December 31, 2015 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Demand and time deposits $ 9.5 $ 9.5 $ — $ — Money market funds 33.2 33.2 — — Liabilities: Designated cash flow hedges $ 0.2 $ — $ 0.2 $ — Foreign currency exchange contracts 0.1 — 0.1 — Contingent consideration (See Note 3) 5.0 — — 5.0 |
Fair Value, by Balance Sheet Grouping | The carrying amounts and fair values of the Company’s long-term borrowings (excluding capital lease obligations, real estate mortgages and equipment financing) as of April 1, 2016 and December 31, 2015 are as follows (in millions): April 1, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current portion Convertible notes $ 932.2 $ 1,004.4 $ 925.0 $ 1,041.9 Long-term debt $ 362.0 $ 361.7 $ 386.9 $ 386.6 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Investments, All Other Investments [Abstract] | |
Schedule of Net Foreign Exchange Positions | The following summarizes the Company’s net foreign exchange positions in U.S. dollars as of April 1, 2016 and December 31, 2015 (in millions): April 1, 2016 December 31, 2015 Buy (Sell) Notional Amount Buy (Sell) Notional Amount Euro $ (25.7 ) $ 25.7 $ (17.5 ) $ 17.5 Japanese Yen (19.2 ) 19.2 (30.0 ) 30.0 Malaysian Ringgit 7.1 7.1 7.1 7.1 Philippine Peso 15.7 15.7 13.7 13.7 Other Currencies - Buy 11.8 11.8 17.1 17.1 Other Currencies - Sell (8.6 ) 8.6 (4.4 ) 4.4 $ (18.9 ) $ 88.1 $ (14.0 ) $ 89.8 |
Changes in Accumulated Other 33
Changes in Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Amounts comprising the Company's accumulated other comprehensive loss and reclassifications for the three months ended April 1, 2016 are as follows (net of tax of $0 , in millions): Foreign Currency Translation Adjustments Effects of Cash Flow Hedges Total Balance as of December 31, 2015 $ (42.2 ) $ (0.1 ) $ (42.3 ) Other comprehensive income (loss) prior to reclassifications 0.9 0.3 1.2 Amounts reclassified from accumulated other comprehensive loss — (0.2 ) (0.2 ) Net current period other comprehensive income (loss) 0.9 0.1 1.0 Balance as of April 1, 2016 $ (41.3 ) $ — $ (41.3 ) Amounts which were reclassified from accumulated other comprehensive loss to the Company's Consolidated Statements of Operations and Comprehensive Income during the quarter s ended April 1, 2016 and April 3, 2015 , respectively, were as follows (net of tax of $0 , in millions): Amounts Reclassified from Accumulated Other Comprehensive Loss Quarter Ended April 1, 2016 April 3, 2015 Affected Line Item Where Net Income is Presented Effects of cash flow hedges $ 0.2 $ (1.8 ) Cost of revenues Gains and Losses on Available-for-Sale Securities — (3.4 ) Other income and expense Total reclassifications $ 0.2 $ (5.2 ) |
Supplemental Disclosures (Table
Supplemental Disclosures (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Certain of the Company's non-cash activities along with cash payments for interest and income taxes are as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 Non-cash activities: Capital expenditures in accounts payable and other liabilities $ 72.3 $ 98.6 Equipment acquired or refinanced through capital leases $ — $ 0.6 Cash (received) paid for: Interest income $ (0.3 ) $ (0.3 ) Interest expense $ 4.9 $ 5.7 Income taxes $ 5.4 $ 5.4 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Segment Reporting [Abstract] | |
Segment Information of Revenues, Gross Profit and Operating Income | Revenues and gross profit for the Company’s reportable segments for the quarters ended April 1, 2016 and April 3, 2015 are as follows (in millions): Application Products Group Image Sensor Group Standard Products Group System Solutions Group Total For the quarter ended April 1, 2016: Revenues from external customers $ 250.5 $ 168.2 $ 284.9 $ 113.6 $ 817.2 Segment gross profit $ 103.8 $ 61.1 $ 99.6 $ 18.2 $ 282.7 For the quarter ended April 3, 2015: Revenues from external customers $ 264.3 $ 170.5 $ 303.2 $ 132.8 $ 870.8 Segment gross profit $ 117.3 $ 49.5 $ 112.1 $ 25.2 $ 304.1 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Gross profit shown above and below is exclusive of the amortization of acquisition-related intangible assets. Depreciation expense is included in segment gross profit. Reconciliations of segment gross profit to consolidated gross profit are as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 Gross profit for reportable segments $ 282.7 $ 304.1 Less: unallocated manufacturing costs (1) (7.2 ) (3.7 ) Consolidated Gross profit $ 275.5 $ 300.4 (1) During the third quarter of 2015, the Company began allocating certain manufacturing costs to its segments that were previously included as unallocated manufacturing costs. Comparative information has been recast to conform with the current period presentation. |
Revenues by Geographic Location Including Local Sales and Exports | Revenues by geographic location, including local sales made by operations within each area, based on sales billed from the respective country, are summarized as follows (in millions): Quarter Ended April 1, 2016 April 3, 2015 United States $ 140.8 $ 131.8 Japan 84.4 62.6 Hong Kong 178.0 191.2 Singapore 246.4 316.3 United Kingdom 134.1 129.7 Other 33.5 39.2 $ 817.2 $ 870.8 |
Summary of Property, Plant and Equipment by Geographic Location | Property, plant and equipment, net by geographic location, is summarized as follows (in millions): April 1, 2016 December 31, United States $ 324.9 $ 326.2 Czech Republic 100.5 102.9 Malaysia 225.6 226.5 Philippines 256.4 259.1 China 107.1 111.0 Other 255.9 248.4 $ 1,270.4 $ 1,274.1 |
Background and Basis of Prese36
Background and Basis of Presentation (Narrative) (Details) - segment | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Fiscal quarter, number of days | 92 days | 93 days |
Number of operating segments | 4 | |
Number of reporting segments | 4 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Millions | Nov. 18, 2015 | Jul. 15, 2015 | Apr. 01, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Acquisition consideration payable to seller | $ 19.6 | $ 19.6 | ||
Fairchild | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 2,400 | |||
AXSEM | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 8 | |||
Percentage acquired | 100.00% | |||
Acquisition consideration payable to seller | $ 5 | |||
Consideration placed in escrow | $ 0.8 | |||
Acquired net assets | $ 13 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets (Summary of Changes in Goodwill) (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Goodwill | ||
Goodwill | $ 718.1 | $ 718.1 |
Accumulated Impairment Losses | (447.5) | (447.5) |
Carrying Value | 270.6 | 270.6 |
Operating Segments | Application Products Group | ||
Goodwill | ||
Goodwill | 546.7 | 546.7 |
Accumulated Impairment Losses | (418.9) | (418.9) |
Carrying Value | 127.8 | 127.8 |
Operating Segments | Image Sensor Group | ||
Goodwill | ||
Goodwill | 95.4 | 95.4 |
Accumulated Impairment Losses | 0 | 0 |
Carrying Value | 95.4 | 95.4 |
Operating Segments | Standard Products Group | ||
Goodwill | ||
Goodwill | 76 | 76 |
Accumulated Impairment Losses | (28.6) | (28.6) |
Carrying Value | $ 47.4 | $ 47.4 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets (Summary of Intangible Assets, Net) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Apr. 01, 2016 | Dec. 31, 2015 | |
Intangible Assets, Net | ||
Original Cost | $ 809.8 | $ 809.8 |
Accumulated Amortization | (434.5) | (410.8) |
Foreign Currency Translation Adjustment | (27.7) | (27.9) |
Accumulated Impairment Losses | (45.3) | (45.3) |
Carrying Value | 302.3 | 325.8 |
Intellectual property | ||
Intangible Assets, Net | ||
Original Cost | 13.9 | 13.9 |
Accumulated Amortization | (10.8) | (10.6) |
Foreign Currency Translation Adjustment | 0 | 0 |
Accumulated Impairment Losses | (0.4) | (0.4) |
Carrying Value | 2.7 | 2.9 |
Customer relationships | ||
Intangible Assets, Net | ||
Original Cost | 426.2 | 426.2 |
Accumulated Amortization | (226.1) | (214.2) |
Foreign Currency Translation Adjustment | (27.7) | (27.9) |
Accumulated Impairment Losses | (23.7) | (23.7) |
Carrying Value | 148.7 | 160.4 |
Patents | ||
Intangible Assets, Net | ||
Original Cost | 43.7 | 43.7 |
Accumulated Amortization | (24.2) | (23.6) |
Foreign Currency Translation Adjustment | 0 | 0 |
Accumulated Impairment Losses | (13.7) | (13.7) |
Carrying Value | 5.8 | 6.4 |
Developed technology | ||
Intangible Assets, Net | ||
Original Cost | 269.4 | 268 |
Accumulated Amortization | (163) | (152.2) |
Foreign Currency Translation Adjustment | 0 | 0 |
Accumulated Impairment Losses | (2.6) | (2.6) |
Carrying Value | 103.8 | 113.2 |
Trademarks | ||
Intangible Assets, Net | ||
Original Cost | 16.3 | 16.3 |
Accumulated Amortization | (10.1) | (9.9) |
Foreign Currency Translation Adjustment | 0 | 0 |
Accumulated Impairment Losses | (1.1) | (1.1) |
Carrying Value | 5.1 | 5.3 |
Backlog | ||
Intangible Assets, Net | ||
Original Cost | 0.3 | 0.3 |
Accumulated Amortization | (0.3) | (0.3) |
Foreign Currency Translation Adjustment | 0 | 0 |
Accumulated Impairment Losses | 0 | 0 |
Carrying Value | 0 | 0 |
IPRD | ||
Intangible Assets, Net | ||
Original Cost | 40 | 41.4 |
Accumulated Amortization | 0 | 0 |
Foreign Currency Translation Adjustment | 0 | 0 |
Accumulated Impairment Losses | (3.8) | (3.8) |
Carrying Value | $ 36.2 | $ 37.6 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 01, 2016 | Apr. 03, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquisition-related intangible assets | $ 23.7 | $ 33.9 | |
Intangible assets, net | 302.3 | $ 325.8 | |
IPRD | |||
Finite-Lived Intangible Assets [Line Items] | |||
IPRD projects reclassified to developed technology | 1.4 | ||
Intangible assets, net | $ 36.2 | $ 37.6 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets (Summary of Amortization Expense) (Details) $ in Millions | Apr. 01, 2016USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule | |
Remainder of 2016 | $ 68.2 |
2,017 | 63 |
2,018 | 41.5 |
2,019 | 34.2 |
2,020 | 22.3 |
Thereafter | 36.9 |
Total estimated amortization expense | $ 266.1 |
Restructuring, Asset Impairme42
Restructuring, Asset Impairments and Other, Net (Schedule of Activity Included in Restructuring, Asset Impairments, and Other, Net) (Details) $ in Millions | 3 Months Ended |
Apr. 01, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring | $ 1.7 |
Employee severance | System Solutions Group voluntary workforce reduction | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring | 0.8 |
Employee severance | Manufacturing relocation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring | 0.3 |
Workforce reduction | General workforce reductions | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring | 0.3 |
Other | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring | $ 0.3 |
Restructuring, Asset Impairme43
Restructuring, Asset Impairments and Other, Net (Rollforward of Accrued Restructuring Charges) (Details) $ in Millions | 3 Months Ended |
Apr. 01, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | $ 5.8 |
Charges | 1.7 |
Usage | (3) |
Balance at End of Period | 4.5 |
Estimated employee separation charges | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 5.3 |
Charges | 1.5 |
Usage | (2.8) |
Balance at End of Period | 4 |
Estimated costs to exit | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 0.5 |
Charges | 0.2 |
Usage | (0.2) |
Balance at End of Period | $ 0.5 |
Restructuring, Asset Impairme44
Restructuring, Asset Impairments and Other, Net (Narrative) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 15 Months Ended | |||
Apr. 01, 2016USD ($)employee | Mar. 31, 2016employee | Jan. 31, 2015employee | Apr. 01, 2016USD ($)employee | Apr. 01, 2016USD ($) | Apr. 01, 2016USD ($) | Dec. 31, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||
Accrued liabilities | $ 4.5 | $ 4.5 | $ 4.5 | $ 4.5 | $ 5.8 | ||
Payments for restructuring | 3 | ||||||
Systems Solutions Group Voluntary Workforce Reduction | Workforce reduction | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of positions eliminated voluntarily | employee | 73 | ||||||
Number of positions eliminated | employee | 68 | ||||||
Restructuring Charges | 0.8 | ||||||
Total charges expected to incur | $ 4.4 | 4.4 | 4.4 | 4.4 | |||
Accrued liabilities | 0.8 | 0.8 | 0.8 | 0.8 | |||
Manufacturing Relocation | Employee severance | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | 0.3 | ||||||
Total charges expected to incur | 5.7 | 5.7 | 5.7 | 5.7 | |||
Accrued liabilities | 0.3 | $ 0.3 | 0.3 | 0.3 | |||
Expected reduction in employment levels | employee | 160 | ||||||
General workforce reductions | Workforce reduction | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of positions eliminated | employee | 150 | ||||||
Restructuring Charges | $ 0.9 | 5.1 | |||||
Accrued liabilities | 0.3 | 0.3 | 0.3 | 0.3 | |||
Payments for restructuring | 0.3 | ||||||
European marketing organization relocation | Employee severance | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of positions eliminated | employee | 6 | ||||||
Restructuring Charges | 1.5 | 3.5 | |||||
Accrued liabilities | $ 1.7 | $ 1.7 | $ 1.7 | $ 1.7 |
Balance Sheet Information (Sche
Balance Sheet Information (Schedule of Balance Sheet Information) (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Receivables, net: | ||
Accounts receivable | $ 435.9 | $ 432.6 |
Less: Allowance for doubtful accounts | (7.7) | (6.2) |
Receivables, net | 428.2 | 426.4 |
Inventories: | ||
Raw materials | 75.1 | 79.3 |
Work in process | 468 | 457.8 |
Finished goods | 216.6 | 213.3 |
Inventories | 759.7 | 750.4 |
Property, plant and equipment, net: | ||
Land | 47 | 46.2 |
Buildings | 519.3 | 513.6 |
Machinery and equipment | 2,366.6 | 2,327.5 |
Total property, plant and equipment | 2,932.9 | 2,887.3 |
Less: Accumulated depreciation | (1,662.5) | (1,613.2) |
Property, plant and equipment, net | 1,270.4 | 1,274.1 |
Accrued expenses: | ||
Accrued payroll | 92.3 | 95.1 |
Sales related reserves | 61.6 | 69.9 |
Acquisition consideration payable to seller | 19.6 | 19.6 |
Other | 71.7 | 61.6 |
Accrued expenses | $ 245.2 | 246.2 |
Property, plant and equipment held for sale | $ 0.3 |
Balance Sheet Information (Warr
Balance Sheet Information (Warranty Reserves) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Warranty Reserves | ||
Beginning Balance | $ 5.3 | $ 5.5 |
Provision | 0.8 | 0.1 |
Usage | (0.6) | (0.4) |
Ending Balance | $ 5.5 | $ 5.2 |
Balance Sheet Information (Narr
Balance Sheet Information (Narrative) (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued pension liability | $ 92.3 | $ 87.2 |
Current portion accrued pension liability | $ 0.1 | $ 0.1 |
Balance Sheet Information (Peri
Balance Sheet Information (Periodic Pension Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Balance Sheet Related Disclosures [Abstract] | ||
Service cost | $ 2.2 | $ 2.2 |
Interest cost | 1.1 | 1 |
Expected return on plan assets | (1) | (0.9) |
Total net periodic pension cost | $ 2.3 | $ 2.3 |
Long-Term Debt (Long-Term Debt)
Long-Term Debt (Long-Term Debt) (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,475.2 | $ 1,515.8 |
Capital lease obligations | 156.7 | |
Debt discount | (101) | (107.5) |
Debt issuance costs | (13.7) | (14.4) |
Net long-term debt, including current maturities | 1,360.5 | 1,393.9 |
Less: Current maturities | (525.4) | (543.4) |
Net long-term debt | $ 835.1 | 850.5 |
1.00% Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 1.00% | |
Senior Revolving Credit Facility due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | 0 |
1.00% Notes | 1.00% Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 690 | 690 |
Debt discount | (95.5) | (100.2) |
Debt issuance costs | $ (13.3) | $ (13.9) |
Debt instrument, interest rate (as a percent) | 1.00% | 1.00% |
2.625% Notes, Series B | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 356.9 | $ 356.9 |
Debt discount | (5.5) | (7.3) |
Debt issuance costs | $ (0.4) | $ (0.5) |
Debt instrument, interest rate (as a percent) | 2.625% | 2.625% |
Note payable to SMBC due 2016 through 2018, interest payable quarterly at 2.38% and 2.36%, respectively | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 179.3 | $ 198.2 |
Debt instrument, interest rate (as a percent) | 2.38% | 2.36% |
U.S. real estate mortgages payable monthly through 2019 at an average rate of 3.12% and 3.35%, respectively | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 42.2 | $ 50 |
Debt instrument, interest rate (as a percent) | 3.12% | 3.35% |
Philippine term loans due 2016 through 2020, interest payable at 2.62% and 2.32%, respectively | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 50 | $ 50 |
Debt instrument, interest rate (as a percent) | 2.62% | 2.32% |
Loan with Singapore bank, interest payable weekly at 1.68% and 1.67%, respectively | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 30 | $ 30 |
Debt instrument, interest rate (as a percent) | 1.68% | 1.67% |
Loan with Hong Kong bank, interest payable weekly at 1.68% and 1.67%, respectively | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 25 | $ 25 |
Debt instrument, interest rate (as a percent) | 1.68% | 1.67% |
Malaysia revolving line of credit, interest payable quarterly at 2.08% and 2.05%, respectively | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 22 | $ 25 |
Debt instrument, interest rate (as a percent) | 2.08% | 2.05% |
Vietnam revolving line of credit, interest payable quarterly at an average rate of 2.10% and 1.89%, respectively | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 18.8 | $ 20.8 |
Debt instrument, interest rate (as a percent) | 2.10% | 1.89% |
Loan with Philippine bank due 2016 through 2019, interest payable quarterly at an average rate of 2.91% and 2.70%, respectively | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 17.7 | $ 18.8 |
Debt instrument, interest rate (as a percent) | 2.91% | 2.70% |
Secured Debt | $ 17.7 | $ 18.8 |
Canada revolving line of credit, interest payable quarterly at 2.24% and 2.01%, respectively | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 15 | $ 15 |
Debt instrument, interest rate (as a percent) | 2.24% | 2.01% |
Loan with Japanese bank due 2016 through 2020, interest payable quarterly at 1.1% | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 4.2 | $ 4.2 |
Debt instrument, interest rate (as a percent) | 1.10% | 1.10% |
Canada equipment financing payable monthly through 2017 at 3.81% | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1.9 | $ 2.4 |
Debt instrument, interest rate (as a percent) | 3.81% | 3.81% |
U.S. equipment financing payable monthly through 2016 at 2.40% | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0.9 | $ 1.3 |
Debt instrument, interest rate (as a percent) | 2.40% | 2.40% |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 21.3 | $ 28.2 |
Long-Term Debt (Annual Maturiti
Long-Term Debt (Annual Maturities Relating To Long-Term Debt) (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of 2016 | $ 510.5 | |
2,017 | 69.2 | |
2,018 | 148.2 | |
2,019 | 47.6 | |
2,020 | 699.7 | |
Thereafter | 0 | |
Total | $ 1,475.2 | $ 1,515.8 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) $ in Millions | Apr. 15, 2016USD ($)loan | Apr. 01, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||
Long-term debt | $ 1,475.2 | $ 1,515.8 | |
Capitalized debt issuance costs | $ 3.1 | ||
Subsequent Event | Deutsche Bank AG, New York Branch | |||
Debt Instrument [Line Items] | |||
Number of new financing arrangements | loan | 2 | ||
2.625% Notes, Series B | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate (as a percent) | 2.625% | 2.625% | |
Long-term debt | $ 356.9 | $ 356.9 | |
2.625% Notes, Series B | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate (as a percent) | 2.625% | ||
Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate (as a percent) | 2.38% | 2.36% | |
Long-term debt | $ 179.3 | $ 198.2 | |
Term Loan B Facility | Subsequent Event | Deutsche Bank AG, New York Branch | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 2,200 |
Earnings per Share and Equity52
Earnings per Share and Equity (Income per Share Calculations) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Earnings Per Share [Abstract] | ||
Net income attributable to ON Semiconductor Corporation | $ 36 | $ 55.1 |
Basic weighted average common shares outstanding (in shares) | 412.6 | 431.4 |
Dilutive effect of share-based awards (in shares) | 2.9 | 5.7 |
Dilutive effect of Convertible Notes (in shares) | 0 | 2.8 |
Diluted weighted average common shares outstanding (in shares) | 415.5 | 439.9 |
Net income per common share attributable to ON Semiconductor Corporation: | ||
Basic (in dollars per share) | $ 0.09 | $ 0.13 |
Diluted (in dollars per share) | $ 0.09 | $ 0.13 |
Earnings per Share and Equity53
Earnings per Share and Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Apr. 01, 2016 | Apr. 03, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Dividends Payable [Line Items] | ||||
Anti-dilutive shares | 4,900,000 | 1,000,000 | ||
Payments of tax withholding for restricted shares | $ 8 | $ 11.2 | ||
Common stock withheld underlying restricted stock units (less than) | 900,000 | |||
Treasury stock, shares, reissued or retired during period | 0 | |||
Non-controlling interest in consolidated subsidiary | $ 24.1 | 21.6 | $ 23.7 | $ 20.9 |
Net income attributable to non-controlling interest | $ 0.4 | $ 0.7 | ||
1.00% Notes | ||||
Dividends Payable [Line Items] | ||||
Debt instrument, interest rate (as a percent) | 1.00% | |||
2.625% Notes, Series B | ||||
Dividends Payable [Line Items] | ||||
Debt instrument, interest rate (as a percent) | 2.625% | 2.625% | ||
Convertible Debt | 1.00% Notes | ||||
Dividends Payable [Line Items] | ||||
Debt instrument, interest rate (as a percent) | 1.00% | 1.00% | ||
Average price of common stock to exceed to include effect of additional potential shares | $ 25.96 | |||
Convertible Debt | 1.00% Notes | Embedded Derivative Financial Instruments | ||||
Dividends Payable [Line Items] | ||||
Conversion price per share (in dollars per share) | $ 18.5 |
Earnings per Share and Equity54
Earnings per Share and Equity (Summary of Share Repurchase Program) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Earnings Per Share [Abstract] | ||
Number of repurchased shares (in shares) | 0 | 8.6 |
Aggregate purchase price | $ 0 | $ 97 |
Less: ending accrued share repurchases | 0 | (2) |
Total cash used for share repurchases | $ 0 | $ 95 |
Weighted-average purchase price per share (in dollars per share) | $ 0 | $ 11.20 |
Available for future purchases at period end | $ 628.2 | $ 879.2 |
Share-Based Compensation (Summa
Share-Based Compensation (Summary Of Share-Based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense before income taxes | $ 11.6 | $ 11.3 |
Related income tax benefits | 0 | 0 |
Share-based compensation expense, net of taxes | 11.6 | 11.3 |
Cost of revenues | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense before income taxes | 1.9 | 1.9 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense before income taxes | 2.5 | 2.3 |
Selling and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense before income taxes | 2.1 | 2.2 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense before income taxes | $ 5.1 | $ 4.9 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Apr. 01, 2016 | Apr. 03, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash received from exercise of stock options | $ 1.6 | $ 21.4 | |
Share price (in dollars per share) | $ 9.7 | ||
Amended And Restated Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate of common stock available for grant | 21 | 28.7 | |
Employee Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized share-based compensation expense on non-vested stock options | $ 0.4 | ||
Stock option, weighted average period for recognition | 7 months | ||
Total Intrinsic value of stock options exercised | $ 0.5 | ||
Cash received from exercise of stock options | $ 1.6 | ||
Options pre-vesting forfeitures estimated | 11.00% | 11.00% | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized share-based compensation expense on non-vested stock options | $ 85 | ||
Stock option, weighted average period for recognition | 2 years 3 months | ||
Options pre-vesting forfeitures estimated | 5.00% | 5.00% | |
Maximum Award Vesting Period (in years) | 3 years | ||
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate of common stock available for grant | 6.3 | 6.7 |
Share-Based Compensation (Sum57
Share-Based Compensation (Summary Of Stock Option Plans) (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Apr. 01, 2016USD ($)$ / sharesshares | |
Number of Shares | |
Number of Shares, Outstanding Beginning (in shares) | shares | 5.2 |
Number of Shares, Granted (in shares) | shares | 0 |
Number of Shares, Exercised (in shares) | shares | (0.2) |
Number of Shares, Canceled (in shares) | shares | 0 |
Number of Shares, Outstanding Ending (in shares) | shares | 5 |
Weighted-Average Exercise Price Per Share | |
Weighted-Average Exercise Price, Outstanding Beginning (in dollars per share) | $ / shares | $ 7.85 |
Weighted-Average Exercise Price. Granted (in dollars per share) | $ / shares | 0 |
Weighted-Average Exercise Price, Exercised (in dollars per share) | $ / shares | 6.76 |
Weighted-Average Exercise Price, Canceled (in dollars per share) | $ / shares | 0 |
Weighted-Average Exercise Price, Outstanding Ending (in dollars per share) | $ / shares | $ 7.90 |
Weighted Average Remaining Contractual Term (in years), Outstanding | 2 years 2 months 11 days |
Aggregate Intrinsic Value (In-The-Money), Outstanding | $ | $ 9.3 |
Number of Shares, Exercisable (in shares) | shares | 4.7 |
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ / shares | $ 8 |
Weighted-Average Remaining Contractual Term (in years), Exercisable | 2 years 1 month 10 days |
Aggregate Intrinsic Value (In-The-Money), Exercisable | $ | $ 8.3 |
Share-Based Compensation (Addit
Share-Based Compensation (Additional Information On Stock Options Outstanding) (Details) shares in Millions | 3 Months Ended |
Apr. 01, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Shares, Exercisable (in shares) | shares | 4.7 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 8 |
Number of Shares, Unexercisable (in shares) | shares | 0.3 |
Weighted Average Exercise Price, Unexercisable (in dollars per share) | $ 6.27 |
Number of Shares, Total (in shares) | shares | 5 |
Weighted Average Exercise Price, Total (in dollars per share) | $ 7.90 |
Less than $9.70 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, upper range limit (in dollars per share) | $ 9.70 |
Number of Shares, Exercisable (in shares) | shares | 4.2 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 7.72 |
Number of Shares, Unexercisable (in shares) | shares | 0.3 |
Weighted Average Exercise Price, Unexercisable (in dollars per share) | $ 6.27 |
Number of Shares, Total (in shares) | shares | 4.5 |
Weighted Average Exercise Price, Total (in dollars per share) | $ 7.63 |
$9.70 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise rice range, lower range limit (in dollars per share) | $ 9.70 |
Number of Shares, Exercisable (in shares) | shares | 0.5 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 10.52 |
Number of Shares, Unexercisable (in shares) | shares | 0 |
Weighted Average Exercise Price, Unexercisable (in dollars per share) | $ 0 |
Number of Shares, Total (in shares) | shares | 0.5 |
Weighted Average Exercise Price, Total (in dollars per share) | $ 10.52 |
Share-Based Compensation (Sum59
Share-Based Compensation (Summary Of Restricted Stock Units Transactions) (Details) - Restricted Stock Units shares in Millions | 3 Months Ended |
Apr. 01, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested shares underlying restricted stock units, beginning (in shares) | shares | 8.5 |
Number of Shares, Granted (in shares) | shares | 5 |
Number of Shares, Released (in shares) | shares | (2.9) |
Number of Shares, Forfeited (in shares) | shares | (0.1) |
Nonvested shares underlying restricted stock units, ending (in shares) | shares | 10.5 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Weighted Average Grant Date Fair Value, Nonvested, beginning (in dollars per share) | $ / shares | $ 10.52 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 9.02 |
Weighted-Average Grant Date Fair Value, Released (in dollars per share) | $ / shares | 9.63 |
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 10.27 |
Weighted Average Grant Date Fair Value, Nonvested, ending (in dollars per share) | $ / shares | $ 10.06 |
Commitments And Contingencies60
Commitments And Contingencies (Operating Leases Future Minimum Payments Receivable) (Details) $ in Millions | Apr. 01, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Remainder of 2016 | $ 17.3 |
2,017 | 18.1 |
2,018 | 13 |
2,019 | 10.1 |
2,020 | 7.5 |
Thereafter | 25.5 |
Total | $ 91.5 |
Commitments And Contingencies61
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Loss Contingencies [Line Items] | ||
Outstanding guarantees and letters of credit | $ 5 | |
Guarantees related to capital lease obligations | 156.7 | |
Long-term debt | 1,475.2 | $ 1,515.8 |
Revolving Credit Facility | Line of Credit | ||
Loss Contingencies [Line Items] | ||
Line of credit, current borrowing capacity | 15 | |
Letter of Credit | Line of Credit | ||
Loss Contingencies [Line Items] | ||
Credit commitment outstanding | $ 0.2 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value of Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Liabilities | ||
Contingent consideration (See Note 3) | $ 19.6 | $ 19.6 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Liabilities | ||
Foreign currency exchange contracts/Designated cash flow hedges | 0 | 0 |
Contingent consideration (See Note 3) | 0 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Cash Flow Hedges | ||
Liabilities | ||
Foreign currency exchange contracts/Designated cash flow hedges | 0 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Demand and time deposits | ||
Assets | ||
Cash and cash equivalents | 18.1 | 9.5 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Money market funds | ||
Assets | ||
Cash and cash equivalents | 33.2 | 33.2 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Liabilities | ||
Foreign currency exchange contracts/Designated cash flow hedges | 0.1 | 0.1 |
Contingent consideration (See Note 3) | 0 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Cash Flow Hedges | ||
Liabilities | ||
Foreign currency exchange contracts/Designated cash flow hedges | 0.2 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Demand and time deposits | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Money market funds | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Liabilities | ||
Foreign currency exchange contracts/Designated cash flow hedges | 0 | 0 |
Contingent consideration (See Note 3) | 5 | 5 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Cash Flow Hedges | ||
Liabilities | ||
Foreign currency exchange contracts/Designated cash flow hedges | 0 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Demand and time deposits | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Money market funds | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Estimate of Fair Value | ||
Liabilities | ||
Foreign currency exchange contracts/Designated cash flow hedges | 0.1 | 0.1 |
Contingent consideration (See Note 3) | 5 | 5 |
Fair Value, Measurements, Recurring | Estimate of Fair Value | Cash Flow Hedges | ||
Liabilities | ||
Foreign currency exchange contracts/Designated cash flow hedges | 0.2 | |
Fair Value, Measurements, Recurring | Estimate of Fair Value | Demand and time deposits | ||
Assets | ||
Cash and cash equivalents | 18.1 | 9.5 |
Fair Value, Measurements, Recurring | Estimate of Fair Value | Money market funds | ||
Assets | ||
Cash and cash equivalents | $ 33.2 | $ 33.2 |
Fair Value Measurements (Carryi
Fair Value Measurements (Carrying Amounts and Fair Values of Long-Term Borrowings) (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Convertible notes | ||
Carrying Amount | $ 932.2 | $ 925 |
Fair Value | 1,004.4 | 1,041.9 |
Long-term debt | ||
Carrying Amount | 362 | 386.9 |
Fair Value | $ 361.7 | $ 386.6 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Cost method Investments, fair value | $ 12.7 | $ 12.3 |
1.00% Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 1.00% | |
2.625% Notes, Series B | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 2.625% | 2.625% |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 01, 2016 | Apr. 03, 2015 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | |||
Foreign currency transaction gain (loss), realized | $ (1) | $ (0.1) | |
Effects of cash flow hedges | (0.1) | 0.2 | |
Cash Flow Hedging | Reclassification out of Accumulated Other Comprehensive Income | Cost of revenues | Effects of Cash Flow Hedges | |||
Derivatives, Fair Value [Line Items] | |||
Effects of cash flow hedges | 0.2 | $ 1.8 | |
Foreign currency exchange contracts | |||
Derivatives, Fair Value [Line Items] | |||
Notional amount | $ 88.1 | $ 89.8 | |
Foreign currency exchange contracts | Cash Flow Hedging | |||
Derivatives, Fair Value [Line Items] | |||
Derivative, term of contract (in months) | 12 months | ||
Foreign currency exchange contracts | Minimum | |||
Derivatives, Fair Value [Line Items] | |||
Derivative, term of contract (in months) | 1 month | ||
Foreign currency exchange contracts | Maximum | |||
Derivatives, Fair Value [Line Items] | |||
Derivative, term of contract (in months) | 3 months |
Financial Instruments (Schedule
Financial Instruments (Schedule Of Net Foreign Exchange Positions) (Details) - Foreign currency exchange contracts - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | $ (18.9) | $ (14) |
Notional Amount | 88.1 | 89.8 |
Other Currencies - Buy | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 11.8 | 17.1 |
Notional Amount | 11.8 | 17.1 |
Other Currencies - Sell | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | (8.6) | (4.4) |
Notional Amount | 8.6 | 4.4 |
Euro | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | (25.7) | (17.5) |
Notional Amount | 25.7 | 17.5 |
Japanese Yen | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | (19.2) | (30) |
Notional Amount | 19.2 | 30 |
Malaysian Ringgit | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 7.1 | 7.1 |
Notional Amount | 7.1 | 7.1 |
Philippine Peso | ||
Derivatives, Fair Value [Line Items] | ||
Buy (Sell) | 15.7 | 13.7 |
Notional Amount | $ 15.7 | $ 13.7 |
Changes in Accumulated Other 67
Changes in Accumulated Other Comprehensive Loss (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 01, 2016 | Apr. 03, 2015 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Income tax | $ 5.3 | $ 7.4 | |
Accumulated other comprehensive loss | 41.3 | $ 42.3 | |
Effects of Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Reclassifications, tax | 0 | $ 0 | |
Accumulated other comprehensive loss | 0 | 0.1 | |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive loss | 41.3 | $ 42.2 | |
Foreign Currency Translation Adjustments | Subsidiaries | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive loss | 11.8 | ||
Reclassification out of Accumulated Other Comprehensive Income | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Income tax | $ 0 |
Changes in Accumulated Other 68
Changes in Accumulated Other Comprehensive Loss (Components of Other Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | $ (42.3) | |
Other comprehensive income (loss) prior to reclassifications | 1.2 | |
Amounts reclassified from accumulated other comprehensive loss | (0.2) | |
Other comprehensive (loss) income, net of tax of $0.0 million | 1 | $ (4.3) |
Balance, ending | (41.3) | |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | (42.2) | |
Other comprehensive income (loss) prior to reclassifications | 0.9 | |
Amounts reclassified from accumulated other comprehensive loss | 0 | |
Other comprehensive (loss) income, net of tax of $0.0 million | 0.9 | |
Balance, ending | (41.3) | |
Effects of Cash Flow Hedges | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | (0.1) | |
Other comprehensive income (loss) prior to reclassifications | 0.3 | |
Amounts reclassified from accumulated other comprehensive loss | (0.2) | |
Other comprehensive (loss) income, net of tax of $0.0 million | 0.1 | |
Balance, ending | $ 0 |
Changes in Accumulated Other 69
Changes in Accumulated Other Comprehensive Loss (Reclassifications) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Cost of revenues | $ (1.4) | $ 3.7 |
Other income (expense), net | (16.7) | (5.2) |
Reclassifications | 36.4 | 55.8 |
Reclassification out of Accumulated Other Comprehensive Income | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Reclassifications | 0.2 | (5.2) |
Reclassification out of Accumulated Other Comprehensive Income | Effects of Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Cost of revenues | 0.2 | (1.8) |
Reclassification out of Accumulated Other Comprehensive Income | Gains and Losses on Available-for-Sale Securities | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other income (expense), net | $ 0 | $ (3.4) |
Supplemental Disclosures (Non-C
Supplemental Disclosures (Non-Cash Financing Activities And Cash Payments) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Non-cash activities: | ||
Capital expenditures in accounts payable and other liabilities | $ 72.3 | $ 98.6 |
Equipment acquired or refinanced through capital leases | 0 | 0.6 |
Cash (received) paid for: | ||
Interest income | (0.3) | (0.3) |
Interest expense | 4.9 | 5.7 |
Income taxes | $ 5.4 | $ 5.4 |
Segment Information (Segment In
Segment Information (Segment Information Of Revenues, Gross Profit And Operating Income) (Details) $ in Millions | 3 Months Ended | |
Apr. 01, 2016USD ($)segment | Apr. 03, 2015USD ($) | |
Segment Reporting [Abstract] | ||
Number of reporting segments | segment | 4 | |
Segment Reporting Information [Line Items] | ||
Revenues from external customers | $ 817.2 | $ 870.8 |
Segment gross profit | 275.5 | 300.4 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment gross profit | 282.7 | 304.1 |
Operating Segments | Application Products Group | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 250.5 | 264.3 |
Segment gross profit | 103.8 | 117.3 |
Operating Segments | Image Sensor Group | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 168.2 | 170.5 |
Segment gross profit | 61.1 | 49.5 |
Operating Segments | Standard Products Group | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 284.9 | 303.2 |
Segment gross profit | 99.6 | 112.1 |
Operating Segments | System Solutions Group | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 113.6 | 132.8 |
Segment gross profit | $ 18.2 | $ 25.2 |
Segment Information (Reconcilia
Segment Information (Reconciliations Of Segment Gross Profit And Segment Operating Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Gross profit | $ 275.5 | $ 300.4 |
Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Gross profit | 282.7 | 304.1 |
Less: unallocated manufacturing costs | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Less: unallocated manufacturing costs | $ (7.2) | $ (3.7) |
Segment Information (Revenues B
Segment Information (Revenues By Geographic Location Including Local Sales And Exports) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 01, 2016 | Apr. 03, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 817.2 | $ 870.8 |
Reportable Geographical Components | United States | ||
Segment Reporting Information [Line Items] | ||
Revenues | 140.8 | 131.8 |
Reportable Geographical Components | Japan | ||
Segment Reporting Information [Line Items] | ||
Revenues | 84.4 | 62.6 |
Reportable Geographical Components | Hong Kong | ||
Segment Reporting Information [Line Items] | ||
Revenues | 178 | 191.2 |
Reportable Geographical Components | Singapore | ||
Segment Reporting Information [Line Items] | ||
Revenues | 246.4 | 316.3 |
Reportable Geographical Components | United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Revenues | 134.1 | 129.7 |
Reportable Geographical Components | Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 33.5 | $ 39.2 |
Segment Information Segment Inf
Segment Information Segment Information (Summary of Property, Plant and Equipment by Geographic Location) (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 1,270.4 | $ 1,274.1 |
Reportable Geographical Components | United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 324.9 | 326.2 |
Reportable Geographical Components | Czech Republic | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 100.5 | 102.9 |
Reportable Geographical Components | Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 225.6 | 226.5 |
Reportable Geographical Components | Philippines | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 256.4 | 259.1 |
Reportable Geographical Components | China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 107.1 | 111 |
Reportable Geographical Components | Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 255.9 | $ 248.4 |
Recent Developments and Subse75
Recent Developments and Subsequent Events (Details) | Apr. 15, 2016USD ($) | Nov. 18, 2015USD ($)$ / shares | Apr. 01, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Long-term debt | $ 1,475,200,000 | $ 1,515,800,000 | ||
1.00% Notes | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate (as a percent) | 1.00% | |||
Term Loan B Facility | ||||
Subsequent Event [Line Items] | ||||
Long-term debt | $ 179,300,000 | $ 198,200,000 | ||
Debt instrument, interest rate (as a percent) | 2.38% | 2.36% | ||
1.00% Notes | 1.00% Notes | ||||
Subsequent Event [Line Items] | ||||
Long-term debt | $ 690,000,000 | $ 690,000,000 | ||
Debt instrument, interest rate (as a percent) | 1.00% | 1.00% | ||
2.625% Notes, Series B | ||||
Subsequent Event [Line Items] | ||||
Long-term debt | $ 356,900,000 | $ 356,900,000 | ||
Debt instrument, interest rate (as a percent) | 2.625% | 2.625% | ||
Subsequent Event | Adjusted Base Rate Loans | Federal Funds Rate | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable rate (as a percent) | 0.50% | |||
Subsequent Event | Adjusted Base Rate Loans | Adjusted LIBOR | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable rate (as a percent) | 1.00% | |||
Subsequent Event | Term Loan B Facility | Eurocurrency Loans | London Interbank Offered Rate (LIBOR) | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable rate (as a percent) | 4.50% | |||
Subsequent Event | Term Loan B Facility | Adjusted Base Rate Loans | London Interbank Offered Rate (LIBOR) | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable rate (as a percent) | 3.50% | |||
Subsequent Event | 1.00% Notes | 1.00% Notes | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate (as a percent) | 1.00% | |||
Subsequent Event | 2.625% Notes, Series B | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate (as a percent) | 2.625% | |||
Subsequent Event | Deutsche Bank AG, New York Branch | Term Loan B Facility | ||||
Subsequent Event [Line Items] | ||||
Principal amount of debt | $ 2,200,000,000 | |||
Long-term debt | $ 2,200,000,000 | |||
Debt instrument, term (in years) | 5 years | |||
Subsequent Event | Revolving Credit Facility | Line of Credit | Eurocurrency Loans | London Interbank Offered Rate (LIBOR) | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable rate (as a percent) | 4.00% | |||
Subsequent Event | Revolving Credit Facility | Line of Credit | Adjusted Base Rate Loans | London Interbank Offered Rate (LIBOR) | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable rate (as a percent) | 3.00% | |||
Subsequent Event | Revolving Credit Facility | Deutsche Bank AG, New York Branch | Line of Credit | ||||
Subsequent Event [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 600,000,000 | |||
Maximum amount of credit facility borrowings to be used for purchase price, transaction fees, and expenses of acquisition | $ 200,000,000 | |||
Subsequent Event | Revolving Credit Facility | Deutsche Bank AG, New York Branch | Line of Credit | Any period ending on or prior to September 30, 2017 | ||||
Subsequent Event [Line Items] | ||||
Maximum ratio of indebtedness to EBITDA | 4.50 | |||
Minimum interest coverage ratio | 4.50 | |||
Subsequent Event | Revolving Credit Facility | Deutsche Bank AG, New York Branch | Line of Credit | Each fiscal quarter after September 30, 2017 | ||||
Subsequent Event [Line Items] | ||||
Maximum ratio of indebtedness to EBITDA | 4 | |||
Minimum interest coverage ratio | 5 | |||
Fairchild | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||
Business acquisition, share price (in dollars per share) | $ / shares | $ 20 | |||
Purchase price | $ 2,400,000,000 |