Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 20, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | COMM | |
Entity Registrant Name | CommScope Holding Company, Inc. | |
Entity Central Index Key | 1,517,228 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 190,665,894 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 972,597 | $ 1,000,427 | $ 2,665,287 | $ 3,001,719 |
Operating costs and expenses: | ||||
Cost of sales | 633,706 | 637,940 | 1,718,497 | 1,889,870 |
Selling, general and administrative | 203,820 | 121,417 | 460,288 | 355,515 |
Research and development | 31,100 | 30,806 | 86,818 | 95,758 |
Amortization of purchased intangible assets | 54,287 | 44,835 | 143,697 | 133,439 |
Restructuring costs, net | 6,868 | 7,388 | 10,633 | 11,677 |
Asset impairments | 85,334 | 7,000 | 85,334 | 14,229 |
Total operating costs and expenses | 1,015,115 | 849,386 | 2,505,267 | 2,500,488 |
Operating income (loss) | (42,518) | 151,041 | 160,020 | 501,231 |
Other income (expense), net | (8,269) | 1,393 | (5,556) | (90,593) |
Interest expense | (73,387) | (36,504) | (158,752) | (142,409) |
Interest income | 1,276 | 1,394 | 3,336 | 3,609 |
Income (loss) before income taxes | (122,898) | 117,324 | (952) | 271,838 |
Income tax (expense) benefit | 42,102 | (20,893) | 5,224 | (82,877) |
Net income (loss) | $ (80,796) | $ 96,431 | $ 4,272 | $ 188,961 |
Earnings (loss) per share: | ||||
Basic | $ (0.42) | $ 0.51 | $ 0.02 | $ 1.01 |
Diluted | $ (0.42) | $ 0.50 | $ 0.02 | $ 0.99 |
Weighted average shares outstanding: | ||||
Basic | 190,269 | 187,407 | 189,483 | 186,624 |
Diluted | 190,269 | 191,627 | 193,930 | 191,126 |
Comprehensive income (loss): | ||||
Net income (loss) | $ (80,796) | $ 96,431 | $ 4,272 | $ 188,961 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation loss | (22,835) | (33,531) | (40,685) | (29,548) |
Pension and other postretirement benefit activity | (1,566) | (1,551) | (4,739) | (4,653) |
Available-for-sale securities | (1,737) | (2,874) | (5,873) | 15,820 |
Total other comprehensive loss, net of tax | (26,138) | (37,956) | (51,297) | (18,381) |
Total comprehensive income (loss) | $ (106,934) | $ 58,475 | $ (47,025) | $ 170,580 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 617,962 | $ 729,321 |
Accounts receivable, less allowance for doubtful accounts of $12,782 and $8,797, respectively | 958,214 | 612,007 |
Inventories, net | 554,835 | 367,185 |
Prepaid expenses and other current assets | 146,743 | 67,875 |
Deferred income taxes | 72,726 | 51,230 |
Total current assets | 2,350,480 | 1,827,618 |
Property, plant and equipment, net of accumulated depreciation of $233,332 and $207,342, respectively | 530,070 | 289,371 |
Goodwill | 2,616,400 | 1,451,887 |
Other intangible assets, net | 2,266,192 | 1,260,927 |
Other noncurrent assets | 98,064 | 87,255 |
Total assets | 7,861,206 | 4,917,058 |
Liabilities and Stockholders' Equity | ||
Accounts payable | 336,796 | 177,806 |
Other accrued liabilities | 414,552 | 289,006 |
Current portion of long-term debt | 12,592 | 9,001 |
Total current liabilities | 763,940 | 475,813 |
Long-term debt | 5,342,910 | 2,659,897 |
Deferred income taxes | 263,374 | 339,945 |
Pension and other postretirement benefit liabilities | 51,958 | 29,478 |
Other noncurrent liabilities | 120,549 | 104,306 |
Total liabilities | $ 6,542,731 | $ 3,609,439 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $.01 par value: Authorized shares: 200,000,000; Issued and outstanding shares: None at September 30, 2015 or December 31, 2014 | ||
Common stock, $.01 par value: Authorized shares: 1,300,000,000; Issued and outstanding shares: 190,590,496 and 187,831,389 at September 30, 2015 and December 31, 2014, respectively | $ 1,916 | $ 1,888 |
Additional paid-in capital | 2,199,286 | 2,141,433 |
Retained earnings (accumulated deficit) | (737,247) | (741,519) |
Accumulated other comprehensive loss | (134,845) | (83,548) |
Treasury stock, at cost: 961,566 shares at September 30, 2015 and December 31, 2014 | (10,635) | (10,635) |
Total stockholders' equity | 1,318,475 | 1,307,619 |
Total liabilities and stockholders' equity | $ 7,861,206 | $ 4,917,058 |
Condensed Consolidated Balance4
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 12,782 | $ 8,797 |
Property, plant and equipment, accumulated depreciation | $ 233,332 | $ 207,342 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,300,000,000 | 1,300,000,000 |
Common stock, shares issued | 190,590,496 | 187,831,389 |
Common stock, shares outstanding | 190,590,496 | 187,831,389 |
Treasury stock, shares | 961,566 | 961,566 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities: | ||
Net income | $ 4,272 | $ 188,961 |
Adjustments to reconcile net income to net cash generated by operating activities: | ||
Depreciation and amortization | 199,485 | 198,866 |
Equity-based compensation | 21,055 | 15,731 |
Deferred income taxes | (92,538) | (31,531) |
Asset impairments | 85,334 | 14,229 |
Excess tax benefits from equity-based compensation | (19,194) | (10,583) |
Changes in assets and liabilities: | ||
Accounts receivable | (116,131) | (99,645) |
Inventories | 67,518 | (49,671) |
Prepaid expenses and other assets | (43,286) | 2,904 |
Accounts payable and other liabilities | 74,524 | (58,095) |
Other | 4,697 | (9,534) |
Net cash generated by operating activities | 185,736 | 161,632 |
Investing Activities: | ||
Additions to property, plant and equipment | (39,422) | (24,884) |
Proceeds from sale of property, plant and equipment | 219 | 1,612 |
Cash paid for acquisitions, net of cash acquired | (2,957,476) | (40,174) |
Other | 3,268 | (5,951) |
Net cash used in investing activities | (2,993,411) | (69,397) |
Financing Activities: | ||
Long-term debt repaid | (502,566) | (1,122,197) |
Long-term debt proceeds | 3,246,875 | 1,315,000 |
Long-term debt financing costs | (73,890) | (23,257) |
Proceeds from the issuance of common shares under equity-based compensation plans | 21,273 | 10,747 |
Excess tax benefits from equity-based compensation | 19,194 | 10,583 |
Net cash generated by financing activities | 2,710,886 | 190,876 |
Effect of exchange rate changes on cash and cash equivalents | (14,570) | (12,997) |
Change in cash and cash equivalents | (111,359) | 270,114 |
Cash and cash equivalents, beginning of period | 729,321 | 346,320 |
Cash and cash equivalents, end of period | $ 617,962 | $ 616,434 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock, at Cost [Member] |
Beginning balance, Shares at Dec. 31, 2013 | 185,861,777 | |||||
Issuance of shares under equity-based compensation plans, shares | 1,772,303 | |||||
Ending balance, Shares at Sep. 30, 2014 | 187,634,080 | |||||
Beginning balance at Dec. 31, 2013 | $ 1,868 | $ 2,101,350 | $ (978,291) | $ (26,276) | $ (10,635) | |
Issuance of shares under equity-based compensation plans | 18 | 10,729 | ||||
Net income | $ 188,961 | 188,961 | ||||
Other comprehensive loss, net of tax | (18,381) | (18,381) | ||||
Equity-based compensation | 12,289 | |||||
Tax benefit from shares issued under equity-based compensation plans | 10,583 | |||||
Ending balance at Sep. 30, 2014 | 1,292,215 | $ 1,886 | 2,134,951 | (789,330) | (44,657) | (10,635) |
Ending balance, Shares at Sep. 30, 2014 | 187,634,080 | |||||
Net income | 96,431 | |||||
Other comprehensive loss, net of tax | (37,956) | |||||
Ending balance at Sep. 30, 2014 | $ 1,292,215 | $ 1,886 | 2,134,951 | (789,330) | (44,657) | (10,635) |
Beginning balance, Shares at Dec. 31, 2014 | 187,831,389 | 187,831,389 | ||||
Issuance of shares under equity-based compensation plans, shares | 2,759,107 | |||||
Ending balance, Shares at Sep. 30, 2015 | 190,590,496 | 190,590,496 | ||||
Beginning balance at Dec. 31, 2014 | $ 1,307,619 | $ 1,888 | 2,141,433 | (741,519) | (83,548) | (10,635) |
Issuance of shares under equity-based compensation plans | 28 | 21,246 | ||||
Net income | 4,272 | 4,272 | ||||
Other comprehensive loss, net of tax | (51,297) | (51,297) | ||||
Equity-based compensation | 17,500 | |||||
Tax benefit from shares issued under equity-based compensation plans | 19,107 | |||||
Ending balance at Sep. 30, 2015 | $ 1,318,475 | $ 1,916 | 2,199,286 | (737,247) | (134,845) | (10,635) |
Ending balance, Shares at Sep. 30, 2015 | 190,590,496 | 190,590,496 | ||||
Net income | $ (80,796) | |||||
Other comprehensive loss, net of tax | (26,138) | |||||
Ending balance at Sep. 30, 2015 | $ 1,318,475 | $ 1,916 | $ 2,199,286 | $ (737,247) | $ (134,845) | $ (10,635) |
Background and Basis of Present
Background and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation | 1. BACKGROUND AND BASIS OF PRESENTATION Background CommScope Holding Company, Inc., along with its direct and indirect subsidiaries (CommScope or the Company), is a global provider of essential infrastructure solutions for wireless, business enterprise and residential broadband networks. The Company’s solutions and services for wired and wireless networks enable high-bandwidth data, video and voice applications. CommScope’s global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions and global manufacturing and distribution scale. On August 28, 2015, the Company completed the acquisition of TE Connectivity’s Telecom, Enterprise and Wireless business, also referred to as Broadband Network Solutions (BNS), in an all-cash transaction valued at approximately $3.0 billion. In June 2015, the Company borrowed $2.75 billion that was used, along with cash on hand, to fund the BNS acquisition. See Note 2 for additional discussion of the BNS acquisition and Note 5 for additional discussion of the financing transactions. Basis of Presentation The Condensed Consolidated Balance Sheet as of September 30, 2015, the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2015 and 2014, and the Condensed Consolidated Statements of Cash Flows and Stockholders’ Equity for the nine months ended September 30, 2015 and 2014 are unaudited and reflect all adjustments of a normal recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The BNS acquisition was accounted for using the acquisition method of accounting and the BNS results of operations are reported in the Company’s unaudited condensed consolidated financial statements from August 28, 2015, the date of acquisition, through their fiscal period ended September 25, 2015. Therefore, the Company’s consolidated results of operations for the three and nine months ended September 30, 2015 do not include the results of operations of BNS from September 26, 2015 to September 30, 2015. The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. The significant accounting policies followed by the Company are set forth in Note 2 within the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the 2014 Annual Report). These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements. In addition, the Company reaffirms the use of estimates in the preparation of the financial statements as set forth in the audited consolidated financial statements in the 2014 Annual Report, particularly related to estimates used in the preliminary purchase price allocation for the BNS acquisition. The BNS purchase price was allocated to acquired assets and assumed liabilities based on their estimated fair value at the acquisition date. Tangible assets and liabilities are recorded at their estimated fair values based on observable market values, if available, or using management judgment. Separable intangible assets must be identified, valued and assigned an estimated useful life, and the valuation of such assets is generally based on methods that involve estimates and judgment. The valuations of such assets will be updated as additional information becomes available. Management’s judgments and estimates are subject to significant uncertainty. As of June 30, 2015, the Company adopted new accounting guidance that requires debt issuance costs related to a recognized debt liability be reported as a deduction from the carrying amount of that debt liability. In August 2015, this guidance was clarified to add that debt issuance costs related to line of credit arrangements can be presented as an asset regardless of whether there are outstanding borrowings. The guidance has been applied retrospectively to the prior period presented. The adoption of this accounting guidance reduced the Company’s other noncurrent assets and long-term debt by the amount of unamortized debt issuance costs. As of September 30, 2015 and December 31, 2014, this amount was $101.4 million and $38.8 million, respectively. Concentrations of Risk and Related Party Transactions Net sales to Anixter International Inc. and its affiliates (Anixter) accounted for approximately 13% of the Company’s total net sales during both the three and nine months ended September 30, 2015. Net sales to Anixter accounted for approximately 11% of the Company’s total net sales during the both three and nine months ended September 30, 2014. Sales to Anixter primarily originate within the Enterprise segment. Other than Anixter, no direct customer accounted for 10% or more of the Company’s total net sales for the three or nine months ended September 30, 2015 or 2014. Accounts receivable from Anixter represented approximately 10% of accounts receivable as of September 30, 2015. Other than Anixter, no direct customer accounted for 10% or more of the Company’s accounts receivable as of September 30, 2015. As of September 30, 2015, funds affiliated with The Carlyle Group (Carlyle) owned 32.1% of the outstanding shares of common stock of CommScope. Product Warranties The Company recognizes a liability for the estimated claims that may be paid under its customer warranty agreements to remedy potential deficiencies of quality or performance of the Company’s products. These product warranties extend over periods ranging from one to twenty-five years from the date of sale, depending upon the product subject to the warranty. The Company records a provision for estimated future warranty claims as cost of sales based upon the historical relationship of warranty claims to sales and specifically-identified warranty issues. The Company bases its estimates on assumptions that are believed to be reasonable under the circumstances and revises its estimates, as appropriate, when events or changes in circumstances indicate that revisions may be necessary. Such revisions may be material. The following table summarizes the activity in the product warranty accrual, included in other accrued liabilities: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Product warranty accrual, beginning of period $ 15,194 $ 21,795 $ 17,054 $ 24,838 Accrual assumed in BNS acquisition 1,900 — 1,900 — Provision for warranty claims 2,054 2,504 5,968 7,435 Warranty claims paid (3,127 ) (4,776 ) (8,901 ) (12,750 ) Product warranty accrual, end of period $ 16,021 $ 19,523 $ 16,021 $ 19,523 Commitments and Contingencies The Company is either a plaintiff or a defendant in pending legal matters in the normal course of business, including various matters assumed as part of the BNS acquisition. Management believes none of these legal matters will have a material adverse effect on the Company’s business or financial condition upon final disposition. In addition, the Company is subject to various federal, state, local and foreign laws and regulations governing the use, discharge, disposal and remediation of hazardous materials. Compliance with current laws and regulations has not had, and is not expected to have, a materially adverse effect on the Company’s financial condition or results of operations. Asset Impairments Goodwill is tested for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of a reporting unit with goodwill may exceed its fair value. For the Microwave Antenna Group (Microwave) reporting unit in the Wireless segment, management considered the lower than expected levels of sales and operating income during 2015 and the effect of market conditions on the projected future operations of the business. Based on this information, during the three months ended September 30, 2015, management determined that an indicator of possible impairment existed. A step one goodwill impairment test was performed using a discounted cash flow (DCF) valuation model. Significant assumptions in the DCF model are the annual revenue growth rate, the annual operating income margin and the discount rate used to determine the present value of the cash flow projections. The discount rate was based on the estimated weighted average cost of capital as of the test date for market participants in the industry in which the Microwave reporting unit operates. Based on the estimated fair values generated by the DCF model, the Microwave reporting unit did not pass step one of the goodwill impairment test. A preliminary step two analysis was performed and an estimated goodwill impairment charge of $74.4 million was recorded during the three months ended September 30, 2015. The step two valuation is expected to be finalized in the fourth quarter and any revision to the impairment charge will be recorded at that time. The discount rate used in the 2015 impairment test was 10.5% compared to 11.0% used in the 2014 annual goodwill impairment test. Results for the three and nine months ended September 30, 2014, included an estimated goodwill impairment charge of $7.0 million for the Microwave reporting unit. Property, plant and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable, based on the undiscounted cash flows expected to be derived from the use and ultimate disposition of the assets. Assets identified as impaired are carried at estimated fair value. There were no significant long-lived asset impairments identified during the three or nine months ended September 30, 2015. During the nine months ended September 30, 2014, as a result of revisions to the business plan for a particular product line, the Company determined that certain intangible assets in the Broadband segment were no longer recoverable and a $7.2 million impairment charge was recorded. During the three months ended September 30, 2015, the Company determined that a note receivable related to a previous divestiture was likely impaired and a $10.9 million impairment charge was recorded in the Broadband segment. Income Taxes The effective income tax rate for the three and nine months ended September 30, 2015 reflected the impact of impairment charges for which minimal tax benefits were recorded. The effective income tax rate was favorably affected by the impact of earnings in foreign jurisdictions that are generally taxed at rates lower than the United States (U.S.) statutory rate, benefits recognized from adjustments related to prior years’ tax returns and a reduction in tax expense related to uncertain tax positions. These benefits were partially offset by losses in certain jurisdictions where the Company did not recognize tax benefits due to the likelihood of them not being realizable. The effective income tax rate for the three and nine months ended September 30, 2014 was lower than the statutory rate primarily due to a reduction in tax expense related to the reduction in reserves for uncertain tax positions as well as the impact of earnings in foreign jurisdictions that are taxed at lower rates than the U.S. statutory rate. The benefits to the income tax rate were partially offset by the impact of losses in certain jurisdictions where the Company did not recognize tax benefits due to the likelihood of them not being realizable and the provision for state income taxes. For the three months ended September 30, 2014, there was a slight decrease in valuation allowances while for the nine months ended September 30, 2014 there was a modest increase in valuation allowances as a result of changes in profitability in various jurisdictions. The effective income tax rate for the three and nine months ended September 30, 2014 was also affected by asset impairment charges recorded during those periods for which no tax benefit was recognized and gains from changes in the estimated fair value of contingent consideration payable that were not subject to tax. Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on net income divided by the weighted average number of common shares outstanding plus the dilutive effect of potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding equity-based awards (stock options, performance share units and restricted stock units). Certain outstanding equity-based awards were not included in the computation of diluted earnings per share because the effect was either antidilutive or the performance conditions were not met (5.3 million shares and 1.5 million shares for the three and nine months ended September 30, 2015, respectively, and 2.5 million shares and 2.4 million shares for the three and nine months ended September 30, 2014, respectively). Antidilutive securities for the three months ended September 30, 2015 included 4.4 million shares of equity-based awards which would have been considered dilutive if the Company had not been in a net loss position. The following table presents the basis for the earnings per share computations (per share amounts not in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Numerator: Net income (loss) for basic and diluted earnings per share $ (80,796 ) $ 96,431 $ 4,272 $ 188,961 Denominator: Weighted average shares outstanding - basic 190,269 187,407 189,483 186,624 Dilutive effect of equity-based awards — 4,220 4,447 4,502 Weighted average common shares outstanding - diluted 190,269 191,627 193,930 191,126 Earnings (loss) per share: Basic $ (0.42 ) $ 0.51 $ 0.02 $ 1.01 Diluted $ (0.42 ) $ 0.50 $ 0.02 $ 0.99 Recent Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-16, Business Combinations In July 2015, the FASB issued ASU No. 2015-11, Inventory In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 2. ACQUISITIONS Broadband Network Solutions On August 28, 2015, the Company acquired TE Connectivity’s BNS business in an all-cash transaction. The Company paid $3,021.2 million ($2,957.5 million net of cash acquired) and recorded an asset of $17.3 million in other current assets on the Condensed Consolidated Balance Sheet for an estimated net refund of the purchase price based on the working capital acquired and pension obligations assumed. For the period following the acquisition of BNS, sales of $141.1 million and an operating loss of $81.6 million were reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2015. BNS is a reporting segment as of September 30, 2015. The purchase price for BNS was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, and any excess was allocated to goodwill as shown in the following table (in millions): Estimated Fair Value Cash and cash equivalents $ 63.7 Accounts receivable 252.9 Inventories 266.4 Other current assets 40.0 Property, plant and equipment 247.6 Goodwill 1,242.8 Identifiable intangible assets 1,150.0 Other noncurrent assets 22.3 Current liabilities (224.2 ) Noncurrent pension liabilities (30.5 ) Other noncurrent liabilities (27.1 ) Net acquisition cost $ 3,003.9 The goodwill arising from the preliminary purchase price allocation of the BNS acquisition is believed to result from the Company’s reputation in the marketplace and assembled workforce. A significant portion of the goodwill is expected to be deductible for income tax purposes. Various valuation techniques were used to estimate the fair value of the assets acquired and the liabilities assumed which use significant unobservable inputs, or Level 3 inputs as defined by the fair value hierarchy. Using these valuation approaches requires the Company to make significant estimates and assumptions. The estimated fair values are expected to change as the Company completes its valuation analyses and purchase price allocation. The table below summarizes the preliminary valuations of the intangible assets acquired that were determined by management to meet the criteria for recognition apart from goodwill and determined to have finite lives. The values presented below are preliminary estimates and are subject to change as management completes its valuation of the BNS acquisition. Estimated Fair Weighted Average Customer contracts and relationships $ 675.0 12 Trademarks 150.0 9 Patents and technologies 325.0 7 Total amortizable intangible assets $ 1,150.0 There were certain foreign assets acquired and liabilities assumed in the BNS acquisition for which title has not yet transferred although the consideration was paid as part of the overall purchase price discussed above. The Company expects these transfers to be fully completed by mid-2016 and does not anticipate any significant risks to executing such transfers. In the interim, TE Connectivity will continue to conduct the business operations, as directed by and for the sole benefit or detriment of CommScope. For the three and nine months ended September 30, 2015, net sales related to the BNS operations that have not formally transferred were included in the Company’s consolidated net sales and represented less than 2% of the Company’s total net sales. As of September 30, 2015, the investment in these BNS operations was reported in other non-current assets on the Condensed Consolidated Balance Sheet. The total assets related to these operations represented less than 1% of the Company’s total assets as of September 30, 2015. The BNS amounts included in the following pro forma information are based on their historical results prepared on a carve-out basis of accounting and, therefore, may not be indicative of the actual results when operated as part of CommScope. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may actually have been required. Accordingly, the pro forma financial information should not be relied upon as being indicative of the results that would have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future. The following table presents consolidated results of operations for CommScope for the three and nine months ended September 30, 2015 and 2014 as though the BNS acquisition had been completed as of January 1, 2014 (in millions, except per share amounts): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Revenue $ 1,247.3 $ 1,503.6 $ 3,835.8 $ 4,476.5 Net income (loss) (21.9 ) 92.9 73.6 111.3 Net income (loss) per diluted share (0.12 ) 0.48 0.38 0.58 These pro forma results reflect adjustments for net interest expense for the debt related to the acquisition; depreciation expense for property, plant and equipment that has been marked up to its estimated fair value; amortization for intangible assets with finite lives identified separate from goodwill; equity-based compensation for equity awards issued to BNS employees; and the related income tax impacts of these adjustments. The pro forma results for the three and nine months ended September 30, 2015 exclude $59.8 million and $80.1 million, respectively, of transaction and integration costs related to the BNS acquisition and $30.5 million of additional cost of goods sold related to the inventory mark up included in the purchase price allocation as these costs are nonrecurring to the Company. Alifabs Group In July 2014, the Company acquired two businesses of United Kingdom-based Alifabs Group (Alifabs) for $48.8 million ($46.7 million, net of cash acquired). Alifabs is a designer and supplier of enclosures, monopoles, smaller streetworks towers and tower solutions for the United Kingdom telecommunications, utility and energy markets. Sales of Alifabs products reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were $9.8 million and $30.2 million for the three and nine months ended September 30, 2015, respectively, and $9.6 million for the three and nine months ended September 30, 2014. Redwood Systems, Inc. In July 2013, the Company acquired Redwood Systems, Inc. (Redwood), for an initial payment of $9.8 million and contingent consideration payable in 2015 that had an estimated fair value of $12.4 million as of the acquisition date. During the year ended December 31, 2014, the estimated fair value of the liability for contingent consideration was reduced to zero and no payments have been or will be made. During the nine months ended September 30, 2014, the Company recorded a $12.7 million reduction in SG&A expense resulting from the adjustment to the estimated fair value of contingent consideration payable related to the Redwood acquisition. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 3. GOODWILL The following table presents goodwill by reportable segment, including goodwill that resulted from the BNS acquisition (in millions): Wireless Enterprise Broadband BNS Total Goodwill, gross, as of December 31, 2014 $ 833.1 $ 653.8 $ 86.3 $ — $ 1,573.2 Preliminary purchase price allocations — — — 1,242.8 1,242.8 Foreign exchange (3.4 ) — — (0.5 ) (3.9 ) Goodwill, gross, as of September 30, 2015 829.7 653.8 86.3 1,242.3 2,812.1 Accumulated impairment charges as of December 31, 2014 (85.1 ) — (36.2 ) — (121.3 ) Impairment charges recorded during the nine months ended September 30, 2015 (74.4 ) — — — (74.4 ) Accumulated impairment charges as of September 30, 2015 (159.5 ) — (36.2 ) — (195.7 ) Goodwill, net, as of September 30, 2015 $ 670.2 $ 653.8 $ 50.1 $ 1,242.3 $ 2,616.4 |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Statement Information | 4. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Inventories September 30, 2015 December 31, 2014 Raw materials $ 125,685 $ 90,486 Work in process 141,048 105,739 Finished goods 288,102 170,960 $ 554,835 $ 367,185 Investments The Company owns shares of Hydrogenics Corporation (Hydrogenics), a publicly traded company that supplies hydrogen generators and hydrogen-based power modules and fuel cells for various uses. These shares are accounted for as available-for-sale securities and are carried at fair value with changes in fair value recorded, net of tax, in other comprehensive income (loss). This investment is recorded in other noncurrent assets on the Condensed Consolidated Balance Sheets. The following table presents information related to the Company’s investment in Hydrogenics: September 30, 2015 December 31, 2014 Shares owned 1,332 1,534 Cost basis $ 997 $ 1,150 Fair value $ 10,737 $ 20,392 Pretax unrealized gain in accumulated other comprehensive income (loss) $ 9,740 $ 19,242 The following table provides information related to the sale of shares in Hydrogenics: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Shares sold — 95 202 595 Proceeds received $ — $ 2,103 $ 2,817 $ 9,209 Pretax gain realized $ — $ 2,031 $ 2,666 $ 8,763 Gains on the sale of Hydrogenics shares have been determined using the average cost method and are recorded in other income (expense), net on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Other Accrued Liabilities September 30, 2015 December 31, 2014 Compensation and employee benefit liabilities $ 120,907 $ 122,291 Deferred revenue 15,883 25,888 Product warranty accrual 16,021 17,054 Accrued interest 68,097 8,952 Restructuring reserve 17,233 5,657 Income taxes payable 31,044 35,302 Accrued value-added taxes 23,063 6,576 Accrued professional fees 20,312 7,147 Other 101,992 60,139 $ 414,552 $ 289,006 Accumulated Other Comprehensive Loss The following table presents changes in accumulated other comprehensive income (AOCI), net of tax, and accumulated other comprehensive loss (AOCL), net of tax: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Foreign currency translation Balance, beginning of period $ (98,333 ) $ (25,089 ) $ (80,483 ) $ (29,072 ) Other comprehensive loss (22,835 ) (33,531 ) (40,563 ) (29,448 ) Amounts reclassified from AOCL — — (122 ) (100 ) Balance, end of period $ (121,168 ) $ (58,620 ) $ (121,168 ) $ (58,620 ) Pension and other postretirement benefit activity Balance, beginning of period $ (18,130 ) $ (306 ) $ (14,957 ) $ 2,796 Amounts reclassified from AOCI (AOCL) (1,566 ) (1,551 ) (4,739 ) (4,653 ) Balance, end of period $ (19,696 ) $ (1,857 ) $ (19,696 ) $ (1,857 ) Available-for-sale securities Balance, beginning of period $ 7,756 $ 18,694 $ 11,892 $ — Other comprehensive income (loss) (1,737 ) (4,129 ) (4,225 ) 14,565 Amounts reclassified from AOCI — 1,255 (1,648 ) 1,255 Balance, end of period $ 6,019 $ 15,820 $ 6,019 $ 15,820 Net AOCL, end of period $ (134,845 ) $ (44,657 ) $ (134,845 ) $ (44,657 ) Amounts reclassified from net AOCL related to foreign currency translation and available-for-sale securities are recorded in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Defined benefit plan amounts reclassified from net AOCL are included in the computation of net periodic benefit income and are primarily recorded in cost of sales and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Cash Flow Information Nine Months Ended 2015 2014 Cash paid during the period for: Income taxes, net of refunds $ 95,909 $ 73,647 Interest $ 82,526 $ 122,718 |
Financing
Financing | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Financing | 5. FINANCING September 30, 2015 December 31, 2014 6.00% senior notes due June 2025 $ 1,500,000 $ — 5.50% senior notes due June 2024 650,000 650,000 5.00% senior notes due June 2021 650,000 650,000 Senior PIK toggle notes due June 2020 550,000 550,000 4.375% senior secured notes due June 2020 500,000 — Senior secured term loan due December 2022 1,250,000 — Senior secured term loan due January 2018 361,875 518,438 Senior secured term loan due January 2017 — 345,625 Senior secured revolving credit facility expires May 2020 — — Other 92 408 Total face value of debt $ 5,461,967 $ 2,714,471 Less: Original issue discount, net of amortization (5,035 ) (6,746 ) Less: Debt issuance costs, net of amortization (101,430 ) (38,827 ) Less: Current portion (12,592 ) (9,001 ) Total long-term debt $ 5,342,910 $ 2,659,897 See Note 6 in the Notes to Consolidated Financial Statements in the 2014 Annual Report for additional information on the terms and conditions of the 5.00% senior notes (the 2021 Notes), the 5.50% senior notes (the 2024 Notes), the senior secured credit facilities and the 6.625%/7.375% senior payment-in-kind toggle notes (the senior PIK toggle notes). 6.00% Senior Notes Due 2025 In June 2015, CommScope Technologies Finance LLC, a wholly owned subsidiary of the Company and an unrestricted subsidiary as defined in the indentures governing the 2021 Notes and the 2024 Notes and the agreements governing the senior secured credit facilities, issued $1.5 billion of 6.00% Senior Notes due June 15, 2025 (the 2025 Notes). Interest is payable on the 2025 Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2015. The Company used the proceeds of the offering of the 2025 Notes, together with cash on hand and borrowings under the senior secured term loan facility due December 2022, to finance the acquisition of the BNS business. Concurrent with the consummation of the BNS acquisition, CommScope Technologies Finance LLC merged with and into CommScope Technologies LLC (a wholly owned subsidiary of the Company), with CommScope Technologies LLC continuing as the surviving entity. CommScope Technologies LLC became the issuer of the 2025 Notes, and the 2025 Notes are guaranteed on a senior unsecured basis by CommScope, Inc. and its domestic restricted subsidiaries, subject to certain exceptions. The 2025 Notes and guarantees are effectively junior to all of the Company’s and the guarantors’ existing and future secured debt, including the 2020 Notes (as defined below) and the senior secured credit facilities, to the extent of the value of the assets securing such secured debt. In addition, the 2025 Notes are structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the 2025 Notes, including indebtedness incurred by certain of the Company’s non-U.S. subsidiaries under the revolving credit facility. The 2025 Notes may be redeemed prior to maturity under certain circumstances. Upon certain change of control events, the 2025 Notes may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest. Prior to June 15, 2020, the 2025 Notes may be redeemed at a redemption price equal to 100% of their principal amount, plus a make-whole premium (as defined in the indenture governing the 2025 Notes), plus accrued and unpaid interest. On or prior to June 15, 2018, under certain circumstances, the Company may also redeem up to 40% of the aggregate principal amount of the 2025 Notes at a redemption price of 106.0%, plus accrued and unpaid interest, using the proceeds of certain equity offerings. In connection with issuing the 2025 Notes, the Company incurred costs of approximately $2.8 million and $35.8 million during the three and nine months ended September 30, 2015, respectively, which were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the notes. 4.375% Senior Secured Notes Due 2020 In June 2015, CommScope, Inc., a direct wholly owned subsidiary of the Company, issued $500.0 million of 4.375% Senior Secured Notes due June 15, 2020 (the 2020 Notes). Interest is payable on the 2020 Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2015. The Company used the net proceeds of the offering of the 2020 Notes, together with cash on hand, to repay the entire principal amount outstanding under the term loan due 2017 and a portion of the principal amount outstanding under the term loan due 2018. The 2020 Notes are guaranteed on a senior secured basis by CommScope Holding Company, Inc. and its domestic restricted subsidiaries, subject to certain exceptions, and secured by security interests that secure indebtedness under the Company’s term loan facility. The 2020 Notes may be redeemed prior to maturity under certain circumstances. Upon certain change of control events, the 2020 Notes may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest. Prior to June 15, 2017, the 2020 Notes may be redeemed at a redemption price equal to 100% of their principal amount, plus a make-whole premium (as defined in the indenture governing the 2020 Notes), plus accrued and unpaid interest. Prior to June 15, 2017, under certain circumstances, the Company may also redeem up to 40% of the aggregate principal amount of the 2020 Notes at a redemption price of 104.375%, plus accrued and unpaid interest, using the proceeds of certain equity offerings. In connection with issuing the 2020 Notes, the Company incurred costs of approximately $1.5 million and $8.4 million during the three and nine months ended September 30, 2015, respectively, which were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the notes. Senior Secured Credit Facilities In May 2015, the Company amended its asset-based revolving credit facility to, among other things, expand the facility from $400.0 million to $550.0 million and extend the maturity date to May 2020, subject to acceleration under certain circumstances. In connection with this amendment, the Company incurred costs of approximately $0.2 million in the nine months ended September 30, 2015, which were recorded in other noncurrent assets and are being amortized over the term of the revolving credit facility. As of September 30, 2015, the Company had no outstanding borrowings under its revolving credit facility and the Company did not borrow under its revolving credit facility during the nine months ended September 30, 2015. As of September 30, 2015, the Company had availability of approximately $324.2 million under its revolving credit facility, after giving effect to borrowing base limitations and outstanding letters of credit. The expanded facility is expected to be reflected in the Company’s availability once the additional collateral resulting from the BNS acquisition is added to the borrowing base. In June 2015, the Company used the proceeds from the 2020 Notes issuance to repay $500.0 million of its existing term loans. In addition, CommScope Finance LLC (a wholly owned subsidiary of the Company and an unrestricted subsidiary as defined in the agreements governing the senior secured credit facilities) borrowed an additional $1.25 billion, less $3.1 million of original issue discount, in a term loan due December 2022 (the 2022 Term Loan). The Company used the proceeds from the 2022 Term Loan, together with cash on hand and proceeds from the issuance of the 2025 Notes, to finance the acquisition of the BNS business. Concurrent with the consummation of the BNS acquisition, the 2022 Term Loan was assumed by CommScope, Inc. as a term loan under its senior secured credit facilities. The 2022 Term Loan has scheduled maturities of $12.5 million per year due in equal quarterly installments with the balance due at maturity. The current portion of long-term debt reflects $12.5 million of repayments under the 2022 Term Loan. The interest rate is, at the Company’s option, either (1) the base rate (as described in the 2014 Annual Report) plus a margin of 2.00% or (2) one-, two-, three- or six-month LIBOR or, if available from all lenders, twelve-month LIBOR (selected at the Company’s option) plus a margin of 3.00%, subject to a LIBOR floor of 0.75%. During the nine months ended September 30, 2015, the Company repaid $502.2 million of its existing senior secured term loans. In connection with the repayment of existing term loans, $6.7 million of original issue discount and debt issuance costs were written off and included in interest expense. The Company incurred costs of approximately $2.9 million and $29.6 million during the three and nine months ended September 30, 2015, respectively, related to the additional borrowings under the term loan facility. These costs were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the 2022 Term Loan. No portion of the senior secured term loans was reflected as a current portion of long-term debt as of September 30, 2015 related to the potentially required excess cash flow payment because the amount that may be payable in 2016, if any, cannot currently be reliably estimated. There was no excess cash flow payment required in 2015 related to 2014. Other Matters The following table summarizes scheduled maturities of long-term debt as of September 30, 2015 (in millions): Remainder 2016 2017 2018 2019 Thereafter Scheduled maturities of long-term debt $ 3.2 $ 12.5 $ 12.5 $ 374.4 $ 12.5 $ 5,046.9 The Company’s non-guarantor subsidiaries held approximately $2,989 million, or 38%, of total assets and approximately $470 million, or 7%, of total liabilities as of September 30, 2015 and accounted for approximately $420 million, or 43%, and $1,173 million, or 44%, of net sales for the three and nine months ended September 30, 2015, respectively. As of December 31, 2014, the non-guarantor subsidiaries held approximately $1,089 million, or 22%, of total assets and approximately $282 million, or 8%, of total liabilities. For the three and nine months ended September 30, 2014, the non-guarantor subsidiaries accounted for approximately $420 million, or 42%, and $1,123 million, or 37%, of net sales, respectively. All amounts presented exclude intercompany balances. CommScope, Inc. is a guarantor of the 2025 Notes and the issuer of each of the 2021 Notes, the 2024 Notes and the 2020 Notes. The balance sheet and income statement amounts for CommScope, Inc. are substantially identical to those of the Company other than interest expense and total debt. Interest expense for CommScope, Inc. does not reflect the interest expense incurred in connection with the senior PIK toggle notes. For the three month periods ended September 30, 2015 and 2014, interest expense related to the senior PIK toggle notes was $9.5 million ($6.1 million, net of tax). For the nine month periods ended September 30, 2015 and 2014, interest expense related to the senior PIK toggle notes was $28.5 million ($18.2 million net of tax). Total debt for CommScope, Inc. and its subsidiaries as of September 30, 2015 was $4,813.0 million, which does not include the senior PIK toggle notes. The weighted average effective interest rate on outstanding borrowings, including the amortization of debt issuance costs and original issue discount, was 5.46% at September 30, 2015 and 5.38% at December 31, 2014. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 6. DERIVATIVES AND HEDGING ACTIVITIES The Company uses forward contracts to hedge a portion of its exposure to balances denominated in currencies other than the functional currency of various subsidiaries and to manage exposure to certain planned foreign currency expenditures in order to mitigate the impact of changes in exchange rates. As of September 30, 2015, the Company had outstanding foreign exchange contracts with maturities of up to eight months and aggregate notional values of $327 million (based on exchange rates as of September 30, 2015). Unrealized gains and losses resulting from these contracts are recognized in other income (expense), net and partially offset corresponding foreign exchange gains and losses on the balances being hedged. These instruments are not held for speculative or trading purposes. These contracts are not designated as hedges for hedge accounting and are marked to market each period through earnings. The following table presents the balance sheet location and fair value of the Company’s derivatives: Fair Value of Asset (Liability) Balance Sheet Location September 30, 2015 December 31, 2014 Foreign currency contracts Prepaid expenses and other current assets $ 1,027 $ 1,165 Foreign currency contracts Other accrued liabilities (3,141 ) (3,584 ) Total derivatives not designated as hedging instruments $ (2,114 ) $ (2,419 ) The pretax impact of the foreign currency forward contracts, both matured and outstanding, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows: Foreign Currency Forward Contracts Location of Gain (Loss) Gain (Loss) Recognized Three Months Ended September 30, 2015 Other expense, net $ (5,871 ) Three Months Ended September 30, 2014 Other expense, net $ (3,500 ) Nine Months Ended September 30, 2015 Other expense, net $ (7,035 ) Nine Months Ended September 30, 2014 Other expense, net $ (6,836 ) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. FAIR VALUE MEASUREMENTS The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, available-for-sale securities, debt instruments and foreign currency contracts. For cash and cash equivalents, trade receivables and trade payables, the carrying amounts of these financial instruments as of September 30, 2015 and December 31, 2014 were considered representative of their fair values due to their short terms to maturity. The fair value of the Company’s available-for-sale securities was based on quoted market prices. The fair values of the Company’s debt instruments and foreign currency contracts were based on indicative quotes. Fair value measurements using quoted prices in active markets for identical assets and liabilities fall within Level 1 of the fair value hierarchy, measurements using significant other observable inputs fall within Level 2, and measurements using significant unobservable inputs fall within Level 3. The carrying amounts, estimated fair values and valuation input levels of the Company’s available-for-sale securities, foreign currency contracts, and debt instruments as of September 30, 2015 and December 31, 2014, are as follows: September 30, 2015 December 31, 2014 Carrying Fair Value Carrying Fair Value Valuation Assets: Available-for-sale securities $ 10,737 $ 10,737 $ 20,392 $ 20,392 Level 1 Foreign currency contracts 1,027 1,027 1,165 1,165 Level 2 Liabilities: 6.00% senior notes due 2025 1,500,000 1,436,250 — — Level 2 5.50% senior notes due 2024 650,000 614,250 650,000 640,250 Level 2 5.00% senior notes due 2021 650,000 632,125 650,000 643,500 Level 2 Senior PIK toggle notes due 2020 550,000 561,000 550,000 566,500 Level 2 4.375% senior secured notes due 2020 500,000 495,000 — — Level 2 Senior secured term loan due 2022, at par 1,250,000 1,249,969 — — Level 2 Senior secured term loan due 2018, at par 361,875 361,187 518,438 513,254 Level 2 Senior secured term loan due 2017, at par — — 345,625 342,169 Level 2 Foreign currency contracts 3,141 3,141 3,584 3,584 Level 2 During the three and nine months ended September 30, 2015, the Company recorded a pretax goodwill impairment charge of $74.4 million related to the Wireless segment as a result of reduced expectations of future cash flows from one of its reporting units. The valuation supporting the goodwill impairment charge is based on Level 3 valuation inputs. Also, during the three and nine months ended September 30, 2015, the Company recorded an impairment charge of $10.9 million to reduce a note receivable in the Broadband segment to its estimated fair value. The valuations supporting the impairment charges were based on Level 3 valuation inputs. |
Segments and Geographic Informa
Segments and Geographic Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segments and Geographic Information | 8. SEGMENTS AND GEOGRAPHIC INFORMATION Following the BNS acquisition, management is operating the Company in the following four reportable segments, which align with the manner in which the business is managed: Wireless, Enterprise, Broadband and Broadband Network Solutions (BNS). Management intends to re-evaluate reportable segments as a result of the integration of the BNS business. The Wireless segment provides merchant radio frequency (RF) wireless network connectivity solutions, metro cell solutions and small cell distributed antenna systems (DAS) solutions. These solutions, marketed primarily under the Andrew brand, enable wireless operators to deploy both cell sites and small cell DAS solutions to meet 2G, 3G and 4G cellular coverage and capacity requirements. Macro cell site solutions can be found at wireless tower sites and on rooftops and include base station antennas, microwave antennas, hybrid fiber-feeder cables, coaxial cables, connectors, amplifiers, filters and backup power solutions. Metro cell solutions can be found outdoors on street poles and on other urban structures and include RF delivery, equipment housing and concealment solutions. These fully integrated outdoor systems consist of specialized antennas, filters/combiners, backhaul solutions, intra-system cabling and power distribution systems, all minimized to fit an urban environment. The small cell DAS solutions are composed of distributed antenna systems that allow wireless operators to extend and enhance cellular coverage and capacity in challenging network conditions such as commercial buildings, urban areas, stadiums and transportation systems. The Enterprise segment provides connectivity and network intelligence for commercial buildings and data centers. These solutions include optical fiber and twisted pair structured cabling applications, intelligent infrastructure software, network rack and cabinet enclosures, intelligent building sensors, advanced LED lighting control systems and network design services. The Broadband segment consists of cable and communications equipment that support the multi-channel video, voice and high-speed data services provided by cable operators. The segment’s products include coaxial and fiber-optic cables, fiber-to-the-home equipment, amplifiers, splitters, conduit and headend solutions for the network core. The BNS segment provides fiber-optic and copper connectivity for telecom, enterprise and wireless networks as well as small cell DAS solutions for the wireless market. The BNS telecom business primarily consists of fiber-to-the-X (FTTx) solutions and central office connectivity and equipment, including fiber optic connectors, fiber management systems, splice closures, couplers and splitters, high-density cable assemblies and complete cabling systems. The enterprise business primarily consists of fiber and copper connectivity, data center solutions, outlets, patch cords and panels and cable assemblies for use in office, data center, factory and residential applications. The wireless business consists of radio frequency distribution and distributed antenna systems to enhance wireless coverage and capacity. The following table provides summary financial information by reportable segment (in millions): September 30, 2015 December 31, 2014 Identifiable segment-related assets: Wireless $ 2,252.7 $ 2,372.8 Enterprise 1,404.1 1,403.4 Broadband 327.6 352.6 BNS 3,168.6 — Total identifiable segment-related assets 7,153.0 4,128.8 Reconciliation to total assets: Cash and cash equivalents 618.0 729.3 Deferred income tax assets 90.2 59.0 Total assets $ 7,861.2 $ 4,917.1 The following table provides net sales, operating income, depreciation and amortization by reportable segment, including BNS segment results of operations from August 28, 2015, the date of acquisition, through their fiscal period ended September 25, 2015 (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Net sales: Wireless $ 475.3 $ 633.0 $ 1,486.8 $ 1,985.0 Enterprise 227.8 218.0 661.0 638.0 Broadband 128.5 149.5 377.1 380.4 BNS 141.1 — 141.1 — Inter-segment eliminations (0.1 ) (0.1 ) (0.7 ) (1.7 ) Consolidated net sales $ 972.6 $ 1,000.4 $ 2,665.3 $ 3,001.7 Operating income (loss): Wireless (1) $ (2.2 ) $ 113.8 $ 132.4 $ 420.3 Enterprise (2) 39.3 25.3 98.0 78.3 Broadband (3) 2.0 11.9 11.2 2.6 BNS (4) (81.6 ) — (81.6 ) — Consolidated operating income (loss) $ (42.5 ) $ 151.0 $ 160.0 $ 501.2 Depreciation: Wireless $ 7.5 $ 7.5 $ 21.7 $ 21.8 Enterprise 2.7 2.9 7.9 8.4 Broadband 1.9 2.0 5.6 6.0 BNS 3.5 — 3.5 — Consolidated depreciation $ 15.6 $ 12.4 $ 38.7 $ 36.2 Amortization (5): Wireless $ 23.1 $ 23.2 $ 69.2 $ 68.1 Enterprise 17.4 17.3 52.1 52.1 Broadband 3.8 4.3 12.4 13.2 BNS 10.0 — 10.0 — Consolidated amortization $ 54.3 $ 44.8 $ 143.7 $ 133.4 (1) Operating income for the three months ended September 30, 2015 and 2014 includes transaction and integration costs of $0.6 million and $1.7 million, respectively. Transaction and integration costs for the nine months ended September 30, 2015 and 2014 were $10.3 million and $2.9 million, respectively. Operating income includes restructuring charges of $1.3 million and $5.9 million for the three months ended September 30, 2015 and 2014, respectively. Restructuring charges for the nine months ended September 30, 2015 and 2014 were $4.0 million and $8.7 million, respectively. Operating income includes impairment charges of $74.4 million and $7.0 million for the three months and nine months ended September 30, 2015 and 2014, respectively. (2) Operating income for the three months ended September 30, 2015 and 2014 includes transaction and integration costs of $0.3 million and $0.7 million, respectively. Transaction and integration costs for the nine months ended September 30, 2015 and 2014 were $6.0 million and $1.2 million, respectively. Operating income for the three and nine months ended September 30, 2014 includes gains of $0.7 million and $12.7 million, respectively, from adjustments to the estimated fair value of contingent consideration related to the Redwood acquisition. (3) Operating income for the three months ended September 30, 2015 and 2014 includes transaction and integration costs of $0.2 million and $0.3 million, respectively. Transaction and integration costs for the nine months ended September 30, 2015 and 2014 were $6.0 million and $0.6 million, respectively. Operating income includes restructuring charges of $0.2 million and $1.6 million for the three months ended September 30, 2015 and 2014, respectively. Restructuring charges for the nine months ended September 30, 2015 and 2014 were $1.3 million and $2.9 million, respectively. Operating income includes impairment charges of $10.9 million for the three and nine months ended September 30, 2015, and impairment charges of $7.2 million for the nine months ended September 30, 2014. (4) Operating income for the three and nine months ended September 30, 2015 includes transaction and integration costs of $59.8 million, restructuring charges of $5.3 million and purchase accounting charges related to the mark-up of inventory of $30.5 million. (5) Excludes amortization of debt issuance costs and original issue discount. Sales to customers located outside of the U.S. comprised 48.9% and 50.2% of total net sales for the three and nine months ended September 30, 2015, respectively, compared to 47.3% and 42.5% for the three and nine months ended September 30, 2014, respectively. Sales by geographic region, based on the destination of product shipments, were as follows (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 United States $ 497.3 $ 527.1 $ 1,326.9 $ 1,726.6 Europe, Middle East and Africa 196.4 189.6 533.1 547.6 Asia Pacific 187.0 181.2 537.4 470.0 Central and Latin America 65.6 64.4 197.3 183.5 Canada 26.3 38.1 70.6 74.0 Consolidated net sales $ 972.6 $ 1,000.4 $ 2,665.3 $ 3,001.7 |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 9. RESTRUCTURING COSTS Prior to the acquisition and integration of the BNS business, the Company initiated restructuring actions to realign and lower its cost structure primarily through workforce reductions and other cost reduction initiatives at various facilities, including the cessation of manufacturing operations at the Joliet, Illinois; Statesville, North Carolina; and Guangzhou, China facilities. Much of the production capacity from these facilities has been shifted to other existing facilities or unaffiliated suppliers. In 2015, following the acquisition of BNS, the Company initiated various restructuring actions to integrate the BNS operations. The Company’s net pretax restructuring charges, by segment, were as follows: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Wireless $ 1,312 $ 5,852 $ 4,000 $ 8,706 Enterprise (3 ) (31 ) (46 ) 101 Broadband 219 1,567 1,339 2,870 BNS 5,340 — 5,340 — Total $ 6,868 $ 7,388 $ 10,633 $ 11,677 The activity within the liability established for these restructuring actions was as follows: BNS Employee- Lease Fixed Asset Total Balance as of June 30, 2015 $ — $ 1,707 $ 7,595 $ — $ 9,302 Additional charge recorded 5,340 821 508 199 6,868 Liabilities assumed in BNS acquisition 9,000 — — — 9,000 Cash paid (762 ) (935 ) (352 ) 1 (2,048 ) Foreign exchange and other non-cash items (14 ) — — (200 ) (214 ) Balance as of September 30, 2015 $ 13,564 $ 1,593 $ 7,751 $ — $ 22,908 Balance as of December 31, 2014 $ — $ 3,822 $ 8,243 $ — $ 12,065 Additional charge recorded 5,340 3,077 769 1,447 10,633 Liabilities assumed in BNS acquisition 9,000 — — — 9,000 Cash paid (762 ) (5,217 ) (1,261 ) (247 ) (7,487 ) Foreign exchange and other non-cash items (14 ) (89 ) — (1,200 ) (1,303 ) Balance as of September 30, 2015 $ 13,564 $ 1,593 $ 7,751 $ — $ 22,908 Balance sheet classification as of September 30, 2015 Other accrued liabilities $ 13,564 $ 1,593 $ 2,076 $ — $ 17,233 Other noncurrent liabilities — — 5,675 — 5,675 Total liability $ 13,564 $ 1,593 $ 7,751 $ — $ 22,908 As of August 28, 2015, the Company assumed a liability of $9.0 million for BNS employee-related restructuring actions initiated prior to the acquisition. Subsequent to the acquisition, the Company recognized $5.3 million of employee-related restructuring charges in the three and nine months ended September 30, 2015. Employee-related costs include the expected severance costs and related benefits as well as one-time severance benefits that are accrued over the remaining period employees are required to work in order to receive such benefits. Lease termination costs relate to the discounted cost of unused leased facilities, net of anticipated sub-rental income. Fixed asset related costs include non-cash impairments or disposals of fixed assets associated with restructuring actions in addition to the cash costs to uninstall, pack, ship and reinstall manufacturing equipment and the costs to prepare the receiving facility to accommodate relocated equipment. These costs are expensed as incurred. Cash paid is net of proceeds received from the sale of related assets. As a result of restructuring and consolidation actions, the Company owns unutilized real estate at various facilities in the U.S. and internationally. The Company is attempting to sell or lease this unutilized space. Additional impairment charges may be incurred related to these or other excess assets. Additional pretax costs of $1.0 million to $2.0 million are expected to be incurred to complete previously announced initiatives. Cash payments of $3.0 million to $4.0 million are expected by the end of 2015 with additional payments of $20.0 million to $21.0 million between 2016 and 2022. As a result of the BNS integration, additional restructuring actions are expected to be taken and the resulting charges and cash requirements could be material. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 10. EMPLOYEE BENEFIT PLANS Pension Benefits Other Postretirement Benefits Three Months Ended Three Months Ended September 30, September 30, 2015 2014 2015 2014 Service cost $ 429 $ 115 $ 7 $ 24 Interest cost 3,127 3,344 161 225 Recognized actuarial loss (gain) 204 71 (283 ) (84 ) Amortization of prior service credits — — (2,457 ) (2,494 ) Expected return on plan assets (3,814 ) (3,825 ) — — Net periodic benefit income $ (54 ) $ (295 ) $ (2,572 ) $ (2,329 ) Nine Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Service cost $ 645 $ 344 $ 21 $ 71 Interest cost 9,010 10,028 482 675 Recognized actuarial loss (gain) 545 213 (848 ) (253 ) Amortization of prior service credits — — (7,372 ) (7,482 ) Expected return on plan assets (10,778 ) (11,469 ) — — Net periodic benefit income $ (578 ) $ (884 ) $ (7,717 ) $ (6,989 ) The estimated fair value of the BNS pension liabilities assumed in the acquisition was $30.5 million. These estimates are preliminary and are expected to change. The difference between the preliminary estimates and the actual liabilities may be material. The Company contributed $8.8 million and $19.5 million to its pension and other postretirement benefit plans during the three and nine months ended September 30, 2015, respectively. During the remainder of 2015, the Company anticipates making additional contributions of approximately $1.0 million to these plans. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 11. STOCKHOLDERS’ EQUITY Equity-Based Compensation Plans As of September 30, 2015, $47.5 million of total unrecognized compensation costs related to non-vested stock options, restricted stock unit awards (RSUs) and performance share units (PSUs) are expected to be recognized over a remaining weighted average period of 1.7 years. There were no significant capitalized equity-based compensation costs at September 30, 2015. During the nine months ended September 30, 2015, Carlyle sold a portion of its investment in the Company which triggered an acceleration of vesting of certain equity-based awards. The Company recorded equity-based compensation expense of $5.3 million as a result of the acceleration of vesting. On August 28, 2015, the Company granted 0.4 million RSUs and 0.2 million stock option awards to BNS employees. These awards carry substantially the same terms as the Company’s other equity-based awards except a provision that fully vests the award if the transferred employee is terminated by the Company prior to the first anniversary of the closing of the BNS acquisition. Stock Options Stock options are awards that allow the recipient to purchase shares of the Company’s common stock at a fixed price. Stock options are granted at an exercise price equal to the Company’s stock price at the date of grant. These awards generally vest over one to five years following the grant date and have a contractual term of ten years. The following table summarizes the stock option activity (in thousands, except per share amounts): Shares Weighted Average Weighted Average Aggregate Outstanding as of June 30, 2015 8,569 $ 7.92 Granted 237 $ 27.69 $ 14.34 Exercised (637 ) $ 6.79 $ 15,462 Forfeited (4 ) $ 5.74 Outstanding as of September 30, 2015 8,165 $ 8.59 $ 175,597 Exercisable at September 30, 2015 7,112 $ 7.25 $ 162,016 Expected to vest 1,050 $ 17.60 $ 13,576 Outstanding as of December 31, 2014 10,411 $ 7.32 Granted 529 $ 29.38 $ 13.74 Exercised (2,756 ) $ 7.72 $ 61,726 Forfeited (19 ) $ 18.46 Outstanding as of September 30, 2015 8,165 $ 8.59 $ 175,597 The exercise prices of outstanding options at September 30, 2015 were in the following ranges: Options Outstanding Options Exercisable Range of Exercise Prices Shares (in thousands) Weighted Average (in years) Weighted Average Shares (in thousands) Weighted Average $2.96 to $5.35 722 2.5 $ 3.70 722 $ 3.70 $5.36 to $5.67 667 6.4 $ 5.57 593 $ 5.57 $5.68 to $8.54 4,454 5.3 $ 5.74 4,004 $ 5.74 $8.55 to $8.90 1,299 4.5 $ 8.65 1,299 $ 8.65 $8.91 to $23.00 542 8.3 $ 22.55 489 $ 23.00 $23.01 to $33.12 481 9.1 $ 30.54 5 $ 23.10 $2.96 to $33.12 8,165 5.4 $ 8.59 7,112 $ 7.25 The Company uses the Black-Scholes model to estimate the fair value of stock option awards. Key inputs and assumptions used in the model include the grant date fair value of common stock, exercise price of the award, the expected option term, stock price volatility, the risk-free interest rate and the Company’s projected dividend yield. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in estimating the fair values of its stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards. Subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. The following table presents the weighted average assumptions used to estimate the fair value of stock option awards granted. Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected option term (in years) 5.0 5.0 5.6 5.0 Risk-free interest rate 1.5 % 1.7 % 1.6 % 1.5 % Expected volatility 43.0 % 45.0 % 43.0 % 45.0 % Expected dividend yield — % — % — % — % Weighted average exercise price $ 27.69 $ 23.10 $ 29.38 $ 23.02 Weighted average fair value at grant date $ 14.34 $ 9.49 $ 13.74 $ 9.41 Performance Share Units PSUs are stock awards in which the number of shares ultimately received by the employee depends on Company performance against specified targets. Such awards vest and shares are issued over three years if the performance targets are met. The fair value of each PSU is determined on the date of grant based on the Company’s stock price. Over the performance period, the number of shares that are expected to be issued is adjusted upward or downward based upon the probable achievement of performance targets. The ultimate number of shares issued and the related compensation cost recognized will be based on the final performance metrics compared to the targets specified in the grants. The following table summarizes the PSU activity (in thousands, except per share data): Performance Share Units Weighted Average Grant Outstanding and non-vested as of June 30, 2015 184 $ 30.76 Forfeited (3 ) $ 30.76 Outstanding and non-vested as of September 30, 2015 181 $ 30.76 Outstanding and non-vested as of December 31, 2014 — $ — Granted 184 $ 30.76 Forfeited (3 ) $ 30.76 Outstanding and non-vested as of September 30, 2015 181 $ 30.76 Restricted Stock Units RSUs entitle the holder to shares of common stock after a one to three-year vesting period, in general. The fair value of the awards is determined on the grant date based on the Company’s stock price. The RSUs granted to BNS transferred employees followed the remaining vesting schedule of their forfeited TE Connectivity award which was a four-year vesting period. The following table summarizes the RSU activity (in thousands, except per share data): Restricted Stock Units Weighted Average Value Per Share Outstanding and non-vested as of June 30, 2015 1,328 $ 28.70 Granted 386 $ 31.88 Forfeited (11 ) $ 28.04 Outstanding and non-vested as of September 30, 2015 1,703 $ 29.42 Outstanding and non-vested as of December 31, 2014 372 $ 22.99 Granted 1,372 $ 31.07 Vested and shares issued (3 ) $ 18.80 Forfeited (38 ) $ 26.90 Outstanding and non-vested as of September 30, 2015 1,703 $ 29.42 Other Although share unit awards may, at the Company’s discretion, be settled in stock, they have historically been settled in cash and are accounted for as liability awards. Share unit award expense of $3.7 million and $3.4 million for the nine months ended September 30, 2015 and 2014, respectively, is included in equity-based compensation as an adjustment to reconcile net income to net cash generated by operating activities on the Condensed Consolidated Statements of Cash Flows. As of September 30, 2015, there were no share unit awards remaining outstanding. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | 12. SUBSEQUENT EVENT On October 1, 2015, the Company acquired the assets and assumed certain liabilities of Airvana LP (Airvana), a privately-held leader in small cell solutions for wireless networks, for approximately $45 million. Airvana provides 4G LTE and 3G small cell solutions that enable communication and access to information and entertainment in challenging and high-value environments, such as offices, public venues and homes. |
Background and Basis of Prese19
Background and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Condensed Consolidated Balance Sheet as of September 30, 2015, the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2015 and 2014, and the Condensed Consolidated Statements of Cash Flows and Stockholders’ Equity for the nine months ended September 30, 2015 and 2014 are unaudited and reflect all adjustments of a normal recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The BNS acquisition was accounted for using the acquisition method of accounting and the BNS results of operations are reported in the Company’s unaudited condensed consolidated financial statements from August 28, 2015, the date of acquisition, through their fiscal period ended September 25, 2015. Therefore, the Company’s consolidated results of operations for the three and nine months ended September 30, 2015 do not include the results of operations of BNS from September 26, 2015 to September 30, 2015. The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. The significant accounting policies followed by the Company are set forth in Note 2 within the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the 2014 Annual Report). These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements. In addition, the Company reaffirms the use of estimates in the preparation of the financial statements as set forth in the audited consolidated financial statements in the 2014 Annual Report, particularly related to estimates used in the preliminary purchase price allocation for the BNS acquisition. The BNS purchase price was allocated to acquired assets and assumed liabilities based on their estimated fair value at the acquisition date. Tangible assets and liabilities are recorded at their estimated fair values based on observable market values, if available, or using management judgment. Separable intangible assets must be identified, valued and assigned an estimated useful life, and the valuation of such assets is generally based on methods that involve estimates and judgment. The valuations of such assets will be updated as additional information becomes available. Management’s judgments and estimates are subject to significant uncertainty. As of June 30, 2015, the Company adopted new accounting guidance that requires debt issuance costs related to a recognized debt liability be reported as a deduction from the carrying amount of that debt liability. In August 2015, this guidance was clarified to add that debt issuance costs related to line of credit arrangements can be presented as an asset regardless of whether there are outstanding borrowings. The guidance has been applied retrospectively to the prior period presented. The adoption of this accounting guidance reduced the Company’s other noncurrent assets and long-term debt by the amount of unamortized debt issuance costs. As of September 30, 2015 and December 31, 2014, this amount was $101.4 million and $38.8 million, respectively. |
Concentrations of Risk and Related Party Transactions | Concentrations of Risk and Related Party Transactions Net sales to Anixter International Inc. and its affiliates (Anixter) accounted for approximately 13% of the Company’s total net sales during both the three and nine months ended September 30, 2015. Net sales to Anixter accounted for approximately 11% of the Company’s total net sales during the both three and nine months ended September 30, 2014. Sales to Anixter primarily originate within the Enterprise segment. Other than Anixter, no direct customer accounted for 10% or more of the Company’s total net sales for the three or nine months ended September 30, 2015 or 2014. Accounts receivable from Anixter represented approximately 10% of accounts receivable as of September 30, 2015. Other than Anixter, no direct customer accounted for 10% or more of the Company’s accounts receivable as of September 30, 2015. As of September 30, 2015, funds affiliated with The Carlyle Group (Carlyle) owned 32.1% of the outstanding shares of common stock of CommScope. |
Product Warranties | Product Warranties The Company recognizes a liability for the estimated claims that may be paid under its customer warranty agreements to remedy potential deficiencies of quality or performance of the Company’s products. These product warranties extend over periods ranging from one to twenty-five years from the date of sale, depending upon the product subject to the warranty. The Company records a provision for estimated future warranty claims as cost of sales based upon the historical relationship of warranty claims to sales and specifically-identified warranty issues. The Company bases its estimates on assumptions that are believed to be reasonable under the circumstances and revises its estimates, as appropriate, when events or changes in circumstances indicate that revisions may be necessary. Such revisions may be material. The following table summarizes the activity in the product warranty accrual, included in other accrued liabilities: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Product warranty accrual, beginning of period $ 15,194 $ 21,795 $ 17,054 $ 24,838 Accrual assumed in BNS acquisition 1,900 — 1,900 — Provision for warranty claims 2,054 2,504 5,968 7,435 Warranty claims paid (3,127 ) (4,776 ) (8,901 ) (12,750 ) Product warranty accrual, end of period $ 16,021 $ 19,523 $ 16,021 $ 19,523 |
Commitments and Contingencies | Commitments and Contingencies The Company is either a plaintiff or a defendant in pending legal matters in the normal course of business, including various matters assumed as part of the BNS acquisition. Management believes none of these legal matters will have a material adverse effect on the Company’s business or financial condition upon final disposition. In addition, the Company is subject to various federal, state, local and foreign laws and regulations governing the use, discharge, disposal and remediation of hazardous materials. Compliance with current laws and regulations has not had, and is not expected to have, a materially adverse effect on the Company’s financial condition or results of operations. |
Asset Impairments | Asset Impairments Goodwill is tested for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of a reporting unit with goodwill may exceed its fair value. For the Microwave Antenna Group (Microwave) reporting unit in the Wireless segment, management considered the lower than expected levels of sales and operating income during 2015 and the effect of market conditions on the projected future operations of the business. Based on this information, during the three months ended September 30, 2015, management determined that an indicator of possible impairment existed. A step one goodwill impairment test was performed using a discounted cash flow (DCF) valuation model. Significant assumptions in the DCF model are the annual revenue growth rate, the annual operating income margin and the discount rate used to determine the present value of the cash flow projections. The discount rate was based on the estimated weighted average cost of capital as of the test date for market participants in the industry in which the Microwave reporting unit operates. Based on the estimated fair values generated by the DCF model, the Microwave reporting unit did not pass step one of the goodwill impairment test. A preliminary step two analysis was performed and an estimated goodwill impairment charge of $74.4 million was recorded during the three months ended September 30, 2015. The step two valuation is expected to be finalized in the fourth quarter and any revision to the impairment charge will be recorded at that time. The discount rate used in the 2015 impairment test was 10.5% compared to 11.0% used in the 2014 annual goodwill impairment test. Results for the three and nine months ended September 30, 2014, included an estimated goodwill impairment charge of $7.0 million for the Microwave reporting unit. Property, plant and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable, based on the undiscounted cash flows expected to be derived from the use and ultimate disposition of the assets. Assets identified as impaired are carried at estimated fair value. There were no significant long-lived asset impairments identified during the three or nine months ended September 30, 2015. During the nine months ended September 30, 2014, as a result of revisions to the business plan for a particular product line, the Company determined that certain intangible assets in the Broadband segment were no longer recoverable and a $7.2 million impairment charge was recorded. During the three months ended September 30, 2015, the Company determined that a note receivable related to a previous divestiture was likely impaired and a $10.9 million impairment charge was recorded in the Broadband segment. |
Income Taxes | Income Taxes The effective income tax rate for the three and nine months ended September 30, 2015 reflected the impact of impairment charges for which minimal tax benefits were recorded. The effective income tax rate was favorably affected by the impact of earnings in foreign jurisdictions that are generally taxed at rates lower than the United States (U.S.) statutory rate, benefits recognized from adjustments related to prior years’ tax returns and a reduction in tax expense related to uncertain tax positions. These benefits were partially offset by losses in certain jurisdictions where the Company did not recognize tax benefits due to the likelihood of them not being realizable. The effective income tax rate for the three and nine months ended September 30, 2014 was lower than the statutory rate primarily due to a reduction in tax expense related to the reduction in reserves for uncertain tax positions as well as the impact of earnings in foreign jurisdictions that are taxed at lower rates than the U.S. statutory rate. The benefits to the income tax rate were partially offset by the impact of losses in certain jurisdictions where the Company did not recognize tax benefits due to the likelihood of them not being realizable and the provision for state income taxes. For the three months ended September 30, 2014, there was a slight decrease in valuation allowances while for the nine months ended September 30, 2014 there was a modest increase in valuation allowances as a result of changes in profitability in various jurisdictions. The effective income tax rate for the three and nine months ended September 30, 2014 was also affected by asset impairment charges recorded during those periods for which no tax benefit was recognized and gains from changes in the estimated fair value of contingent consideration payable that were not subject to tax. |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on net income divided by the weighted average number of common shares outstanding plus the dilutive effect of potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding equity-based awards (stock options, performance share units and restricted stock units). Certain outstanding equity-based awards were not included in the computation of diluted earnings per share because the effect was either antidilutive or the performance conditions were not met (5.3 million shares and 1.5 million shares for the three and nine months ended September 30, 2015, respectively, and 2.5 million shares and 2.4 million shares for the three and nine months ended September 30, 2014, respectively). Antidilutive securities for the three months ended September 30, 2015 included 4.4 million shares of equity-based awards which would have been considered dilutive if the Company had not been in a net loss position. The following table presents the basis for the earnings per share computations (per share amounts not in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Numerator: Net income (loss) for basic and diluted earnings per share $ (80,796 ) $ 96,431 $ 4,272 $ 188,961 Denominator: Weighted average shares outstanding - basic 190,269 187,407 189,483 186,624 Dilutive effect of equity-based awards — 4,220 4,447 4,502 Weighted average common shares outstanding - diluted 190,269 191,627 193,930 191,126 Earnings (loss) per share: Basic $ (0.42 ) $ 0.51 $ 0.02 $ 1.01 Diluted $ (0.42 ) $ 0.50 $ 0.02 $ 0.99 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-16, Business Combinations In July 2015, the FASB issued ASU No. 2015-11, Inventory In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Background and Basis of Prese20
Background and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Activity in Product Warranty Accrual Included in Other Accrued Liabilities | The following table summarizes the activity in the product warranty accrual, included in other accrued liabilities: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Product warranty accrual, beginning of period $ 15,194 $ 21,795 $ 17,054 $ 24,838 Accrual assumed in BNS acquisition 1,900 — 1,900 — Provision for warranty claims 2,054 2,504 5,968 7,435 Warranty claims paid (3,127 ) (4,776 ) (8,901 ) (12,750 ) Product warranty accrual, end of period $ 16,021 $ 19,523 $ 16,021 $ 19,523 |
Summary of Earnings, Weighted Average Common Shares and Potential Common Shares Outstanding | The following table presents the basis for the earnings per share computations (per share amounts not in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Numerator: Net income (loss) for basic and diluted earnings per share $ (80,796 ) $ 96,431 $ 4,272 $ 188,961 Denominator: Weighted average shares outstanding - basic 190,269 187,407 189,483 186,624 Dilutive effect of equity-based awards — 4,220 4,447 4,502 Weighted average common shares outstanding - diluted 190,269 191,627 193,930 191,126 Earnings (loss) per share: Basic $ (0.42 ) $ 0.51 $ 0.02 $ 1.01 Diluted $ (0.42 ) $ 0.50 $ 0.02 $ 0.99 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary (Preliminary) of Valuations of Intangible Assets Acquired | The table below summarizes the preliminary valuations of the intangible assets acquired that were determined by management to meet the criteria for recognition apart from goodwill and determined to have finite lives. The values presented below are preliminary estimates and are subject to change as management completes its valuation of the BNS acquisition. Estimated Fair Weighted Average Customer contracts and relationships $ 675.0 12 Trademarks 150.0 9 Patents and technologies 325.0 7 Total amortizable intangible assets $ 1,150.0 |
Summary of Proforma Results of Operations | The following table presents consolidated results of operations for CommScope for the three and nine months ended September 30, 2015 and 2014 as though the BNS acquisition had been completed as of January 1, 2014 (in millions, except per share amounts): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Revenue $ 1,247.3 $ 1,503.6 $ 3,835.8 $ 4,476.5 Net income (loss) (21.9 ) 92.9 73.6 111.3 Net income (loss) per diluted share (0.12 ) 0.48 0.38 0.58 |
BNS [Member] | |
Purchase Price of Assets Acquired and Liabilities Assumed | The purchase price for BNS was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, and any excess was allocated to goodwill as shown in the following table (in millions): Estimated Fair Value Cash and cash equivalents $ 63.7 Accounts receivable 252.9 Inventories 266.4 Other current assets 40.0 Property, plant and equipment 247.6 Goodwill 1,242.8 Identifiable intangible assets 1,150.0 Other noncurrent assets 22.3 Current liabilities (224.2 ) Noncurrent pension liabilities (30.5 ) Other noncurrent liabilities (27.1 ) Net acquisition cost $ 3,003.9 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by Reportable Segment | The following table presents goodwill by reportable segment, including goodwill that resulted from the BNS acquisition (in millions): Wireless Enterprise Broadband BNS Total Goodwill, gross, as of December 31, 2014 $ 833.1 $ 653.8 $ 86.3 $ — $ 1,573.2 Preliminary purchase price allocations — — — 1,242.8 1,242.8 Foreign exchange (3.4 ) — — (0.5 ) (3.9 ) Goodwill, gross, as of September 30, 2015 829.7 653.8 86.3 1,242.3 2,812.1 Accumulated impairment charges as of December 31, 2014 (85.1 ) — (36.2 ) — (121.3 ) Impairment charges recorded during the nine months ended September 30, 2015 (74.4 ) — — — (74.4 ) Accumulated impairment charges as of September 30, 2015 (159.5 ) — (36.2 ) — (195.7 ) Goodwill, net, as of September 30, 2015 $ 670.2 $ 653.8 $ 50.1 $ 1,242.3 $ 2,616.4 |
Supplemental Financial Statem23
Supplemental Financial Statement Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Inventories | Inventories September 30, 2015 December 31, 2014 Raw materials $ 125,685 $ 90,486 Work in process 141,048 105,739 Finished goods 288,102 170,960 $ 554,835 $ 367,185 |
Information Related to the Investment in Hydrogenics | The following table presents information related to the Company’s investment in Hydrogenics: September 30, 2015 December 31, 2014 Shares owned 1,332 1,534 Cost basis $ 997 $ 1,150 Fair value $ 10,737 $ 20,392 Pretax unrealized gain in accumulated other comprehensive income (loss) $ 9,740 $ 19,242 |
Summary of Information Related to Sale of Shares | The following table provides information related to the sale of shares in Hydrogenics: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Shares sold — 95 202 595 Proceeds received $ — $ 2,103 $ 2,817 $ 9,209 Pretax gain realized $ — $ 2,031 $ 2,666 $ 8,763 |
Other Accrued Liabilities | Other Accrued Liabilities September 30, 2015 December 31, 2014 Compensation and employee benefit liabilities $ 120,907 $ 122,291 Deferred revenue 15,883 25,888 Product warranty accrual 16,021 17,054 Accrued interest 68,097 8,952 Restructuring reserve 17,233 5,657 Income taxes payable 31,044 35,302 Accrued value-added taxes 23,063 6,576 Accrued professional fees 20,312 7,147 Other 101,992 60,139 $ 414,552 $ 289,006 |
Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax | The following table presents changes in accumulated other comprehensive income (AOCI), net of tax, and accumulated other comprehensive loss (AOCL), net of tax: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Foreign currency translation Balance, beginning of period $ (98,333 ) $ (25,089 ) $ (80,483 ) $ (29,072 ) Other comprehensive loss (22,835 ) (33,531 ) (40,563 ) (29,448 ) Amounts reclassified from AOCL — — (122 ) (100 ) Balance, end of period $ (121,168 ) $ (58,620 ) $ (121,168 ) $ (58,620 ) Pension and other postretirement benefit activity Balance, beginning of period $ (18,130 ) $ (306 ) $ (14,957 ) $ 2,796 Amounts reclassified from AOCI (AOCL) (1,566 ) (1,551 ) (4,739 ) (4,653 ) Balance, end of period $ (19,696 ) $ (1,857 ) $ (19,696 ) $ (1,857 ) Available-for-sale securities Balance, beginning of period $ 7,756 $ 18,694 $ 11,892 $ — Other comprehensive income (loss) (1,737 ) (4,129 ) (4,225 ) 14,565 Amounts reclassified from AOCI — 1,255 (1,648 ) 1,255 Balance, end of period $ 6,019 $ 15,820 $ 6,019 $ 15,820 Net AOCL, end of period $ (134,845 ) $ (44,657 ) $ (134,845 ) $ (44,657 ) |
Cash Flow Information | Cash Flow Information Nine Months Ended 2015 2014 Cash paid during the period for: Income taxes, net of refunds $ 95,909 $ 73,647 Interest $ 82,526 $ 122,718 |
Financing (Tables)
Financing (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Debt | September 30, 2015 December 31, 2014 6.00% senior notes due June 2025 $ 1,500,000 $ — 5.50% senior notes due June 2024 650,000 650,000 5.00% senior notes due June 2021 650,000 650,000 Senior PIK toggle notes due June 2020 550,000 550,000 4.375% senior secured notes due June 2020 500,000 — Senior secured term loan due December 2022 1,250,000 — Senior secured term loan due January 2018 361,875 518,438 Senior secured term loan due January 2017 — 345,625 Senior secured revolving credit facility expires May 2020 — — Other 92 408 Total face value of debt $ 5,461,967 $ 2,714,471 Less: Original issue discount, net of amortization (5,035 ) (6,746 ) Less: Debt issuance costs, net of amortization (101,430 ) (38,827 ) Less: Current portion (12,592 ) (9,001 ) Total long-term debt $ 5,342,910 $ 2,659,897 |
Scheduled Maturities of Long-Term Debt | The following table summarizes scheduled maturities of long-term debt as of September 30, 2015 (in millions): Remainder 2016 2017 2018 2019 Thereafter Scheduled maturities of long-term debt $ 3.2 $ 12.5 $ 12.5 $ 374.4 $ 12.5 $ 5,046.9 |
Derivatives and Hedging Activ25
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance Sheet Location and Fair Value of Company | The following table presents the balance sheet location and fair value of the Company’s derivatives: Fair Value of Asset (Liability) Balance Sheet Location September 30, 2015 December 31, 2014 Foreign currency contracts Prepaid expenses and other current assets $ 1,027 $ 1,165 Foreign currency contracts Other accrued liabilities (3,141 ) (3,584 ) Total derivatives not designated as hedging instruments $ (2,114 ) $ (2,419 ) |
Pretax Impact of Foreign Currency Forward Contracts, Both Matured and Outstanding, not Designated as Hedging Instruments | The pretax impact of the foreign currency forward contracts, both matured and outstanding, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows: Foreign Currency Forward Contracts Location of Gain (Loss) Gain (Loss) Recognized Three Months Ended September 30, 2015 Other expense, net $ (5,871 ) Three Months Ended September 30, 2014 Other expense, net $ (3,500 ) Nine Months Ended September 30, 2015 Other expense, net $ (7,035 ) Nine Months Ended September 30, 2014 Other expense, net $ (6,836 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts, Estimated Fair Values and Valuation Input Levels of the Company's Available-for-Sale Securities, Foreign Currency Contracts and Debt Instruments | The carrying amounts, estimated fair values and valuation input levels of the Company’s available-for-sale securities, foreign currency contracts, and debt instruments as of September 30, 2015 and December 31, 2014, are as follows: September 30, 2015 December 31, 2014 Carrying Fair Value Carrying Fair Value Valuation Assets: Available-for-sale securities $ 10,737 $ 10,737 $ 20,392 $ 20,392 Level 1 Foreign currency contracts 1,027 1,027 1,165 1,165 Level 2 Liabilities: 6.00% senior notes due 2025 1,500,000 1,436,250 — — Level 2 5.50% senior notes due 2024 650,000 614,250 650,000 640,250 Level 2 5.00% senior notes due 2021 650,000 632,125 650,000 643,500 Level 2 Senior PIK toggle notes due 2020 550,000 561,000 550,000 566,500 Level 2 4.375% senior secured notes due 2020 500,000 495,000 — — Level 2 Senior secured term loan due 2022, at par 1,250,000 1,249,969 — — Level 2 Senior secured term loan due 2018, at par 361,875 361,187 518,438 513,254 Level 2 Senior secured term loan due 2017, at par — — 345,625 342,169 Level 2 Foreign currency contracts 3,141 3,141 3,584 3,584 Level 2 |
Segments and Geographic Infor27
Segments and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of Financial Information by Reportable Segment | The following table provides summary financial information by reportable segment (in millions): September 30, 2015 December 31, 2014 Identifiable segment-related assets: Wireless $ 2,252.7 $ 2,372.8 Enterprise 1,404.1 1,403.4 Broadband 327.6 352.6 BNS 3,168.6 — Total identifiable segment-related assets 7,153.0 4,128.8 Reconciliation to total assets: Cash and cash equivalents 618.0 729.3 Deferred income tax assets 90.2 59.0 Total assets $ 7,861.2 $ 4,917.1 |
Summary of Net Sales and Operating Income, Depreciation and Amortization by Reportable Segment | The following table provides net sales, operating income, depreciation and amortization by reportable segment, including BNS segment results of operations from August 28, 2015, the date of acquisition, through their fiscal period ended September 25, 2015 (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Net sales: Wireless $ 475.3 $ 633.0 $ 1,486.8 $ 1,985.0 Enterprise 227.8 218.0 661.0 638.0 Broadband 128.5 149.5 377.1 380.4 BNS 141.1 — 141.1 — Inter-segment eliminations (0.1 ) (0.1 ) (0.7 ) (1.7 ) Consolidated net sales $ 972.6 $ 1,000.4 $ 2,665.3 $ 3,001.7 Operating income (loss): Wireless (1) $ (2.2 ) $ 113.8 $ 132.4 $ 420.3 Enterprise (2) 39.3 25.3 98.0 78.3 Broadband (3) 2.0 11.9 11.2 2.6 BNS (4) (81.6 ) — (81.6 ) — Consolidated operating income (loss) $ (42.5 ) $ 151.0 $ 160.0 $ 501.2 Depreciation: Wireless $ 7.5 $ 7.5 $ 21.7 $ 21.8 Enterprise 2.7 2.9 7.9 8.4 Broadband 1.9 2.0 5.6 6.0 BNS 3.5 — 3.5 — Consolidated depreciation $ 15.6 $ 12.4 $ 38.7 $ 36.2 Amortization (5): Wireless $ 23.1 $ 23.2 $ 69.2 $ 68.1 Enterprise 17.4 17.3 52.1 52.1 Broadband 3.8 4.3 12.4 13.2 BNS 10.0 — 10.0 — Consolidated amortization $ 54.3 $ 44.8 $ 143.7 $ 133.4 (1) Operating income for the three months ended September 30, 2015 and 2014 includes transaction and integration costs of $0.6 million and $1.7 million, respectively. Transaction and integration costs for the nine months ended September 30, 2015 and 2014 were $10.3 million and $2.9 million, respectively. Operating income includes restructuring charges of $1.3 million and $5.9 million for the three months ended September 30, 2015 and 2014, respectively. Restructuring charges for the nine months ended September 30, 2015 and 2014 were $4.0 million and $8.7 million, respectively. Operating income includes impairment charges of $74.4 million and $7.0 million for the three months and nine months ended September 30, 2015 and 2014, respectively. (2) Operating income for the three months ended September 30, 2015 and 2014 includes transaction and integration costs of $0.3 million and $0.7 million, respectively. Transaction and integration costs for the nine months ended September 30, 2015 and 2014 were $6.0 million and $1.2 million, respectively. Operating income for the three and nine months ended September 30, 2014 includes gains of $0.7 million and $12.7 million, respectively, from adjustments to the estimated fair value of contingent consideration related to the Redwood acquisition. (3) Operating income for the three months ended September 30, 2015 and 2014 includes transaction and integration costs of $0.2 million and $0.3 million, respectively. Transaction and integration costs for the nine months ended September 30, 2015 and 2014 were $6.0 million and $0.6 million, respectively. Operating income includes restructuring charges of $0.2 million and $1.6 million for the three months ended September 30, 2015 and 2014, respectively. Restructuring charges for the nine months ended September 30, 2015 and 2014 were $1.3 million and $2.9 million, respectively. Operating income includes impairment charges of $10.9 million for the three and nine months ended September 30, 2015, and impairment charges of $7.2 million for the nine months ended September 30, 2014. (4) Operating income for the three and nine months ended September 30, 2015 includes transaction and integration costs of $59.8 million, restructuring charges of $5.3 million and purchase accounting charges related to the mark-up of inventory of $30.5 million. (5) Excludes amortization of debt issuance costs and original issue discount. |
Summary of Sales by Geographic Region, Based on Destination of Product Shipments | Sales by geographic region, based on the destination of product shipments, were as follows (in millions): Three Months Ended Nine Months Ended 2015 2014 2015 2014 United States $ 497.3 $ 527.1 $ 1,326.9 $ 1,726.6 Europe, Middle East and Africa 196.4 189.6 533.1 547.6 Asia Pacific 187.0 181.2 537.4 470.0 Central and Latin America 65.6 64.4 197.3 183.5 Canada 26.3 38.1 70.6 74.0 Consolidated net sales $ 972.6 $ 1,000.4 $ 2,665.3 $ 3,001.7 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Summary of Company's Net Pretax Restructuring Charges | The Company’s net pretax restructuring charges, by segment, were as follows: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Wireless $ 1,312 $ 5,852 $ 4,000 $ 8,706 Enterprise (3 ) (31 ) (46 ) 101 Broadband 219 1,567 1,339 2,870 BNS 5,340 — 5,340 — Total $ 6,868 $ 7,388 $ 10,633 $ 11,677 |
Activity within Liability Established for Restructuring Actions, Included in Other Accrued Liabilities | The activity within the liability established for these restructuring actions was as follows: BNS Employee- Lease Fixed Asset Total Balance as of June 30, 2015 $ — $ 1,707 $ 7,595 $ — $ 9,302 Additional charge recorded 5,340 821 508 199 6,868 Liabilities assumed in BNS acquisition 9,000 — — — 9,000 Cash paid (762 ) (935 ) (352 ) 1 (2,048 ) Foreign exchange and other non-cash items (14 ) — — (200 ) (214 ) Balance as of September 30, 2015 $ 13,564 $ 1,593 $ 7,751 $ — $ 22,908 Balance as of December 31, 2014 $ — $ 3,822 $ 8,243 $ — $ 12,065 Additional charge recorded 5,340 3,077 769 1,447 10,633 Liabilities assumed in BNS acquisition 9,000 — — — 9,000 Cash paid (762 ) (5,217 ) (1,261 ) (247 ) (7,487 ) Foreign exchange and other non-cash items (14 ) (89 ) — (1,200 ) (1,303 ) Balance as of September 30, 2015 $ 13,564 $ 1,593 $ 7,751 $ — $ 22,908 Balance sheet classification as of September 30, 2015 Other accrued liabilities $ 13,564 $ 1,593 $ 2,076 $ — $ 17,233 Other noncurrent liabilities — — 5,675 — 5,675 Total liability $ 13,564 $ 1,593 $ 7,751 $ — $ 22,908 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Summary of Defined Benefit Pension Plan and Other Postretirement Defined Benefit Plan | Pension Benefits Other Postretirement Benefits Three Months Ended Three Months Ended September 30, September 30, 2015 2014 2015 2014 Service cost $ 429 $ 115 $ 7 $ 24 Interest cost 3,127 3,344 161 225 Recognized actuarial loss (gain) 204 71 (283 ) (84 ) Amortization of prior service credits — — (2,457 ) (2,494 ) Expected return on plan assets (3,814 ) (3,825 ) — — Net periodic benefit income $ (54 ) $ (295 ) $ (2,572 ) $ (2,329 ) Nine Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Service cost $ 645 $ 344 $ 21 $ 71 Interest cost 9,010 10,028 482 675 Recognized actuarial loss (gain) 545 213 (848 ) (253 ) Amortization of prior service credits — — (7,372 ) (7,482 ) Expected return on plan assets (10,778 ) (11,469 ) — — Net periodic benefit income $ (578 ) $ (884 ) $ (7,717 ) $ (6,989 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Stock Option Activity | The following table summarizes the stock option activity (in thousands, except per share amounts): Shares Weighted Average Weighted Average Aggregate Outstanding as of June 30, 2015 8,569 $ 7.92 Granted 237 $ 27.69 $ 14.34 Exercised (637 ) $ 6.79 $ 15,462 Forfeited (4 ) $ 5.74 Outstanding as of September 30, 2015 8,165 $ 8.59 $ 175,597 Exercisable at September 30, 2015 7,112 $ 7.25 $ 162,016 Expected to vest 1,050 $ 17.60 $ 13,576 Outstanding as of December 31, 2014 10,411 $ 7.32 Granted 529 $ 29.38 $ 13.74 Exercised (2,756 ) $ 7.72 $ 61,726 Forfeited (19 ) $ 18.46 Outstanding as of September 30, 2015 8,165 $ 8.59 $ 175,597 |
Summary of Exercise Price | The exercise prices of outstanding options at September 30, 2015 were in the following ranges: Options Outstanding Options Exercisable Range of Exercise Prices Shares (in thousands) Weighted Average (in years) Weighted Average Shares (in thousands) Weighted Average $2.96 to $5.35 722 2.5 $ 3.70 722 $ 3.70 $5.36 to $5.67 667 6.4 $ 5.57 593 $ 5.57 $5.68 to $8.54 4,454 5.3 $ 5.74 4,004 $ 5.74 $8.55 to $8.90 1,299 4.5 $ 8.65 1,299 $ 8.65 $8.91 to $23.00 542 8.3 $ 22.55 489 $ 23.00 $23.01 to $33.12 481 9.1 $ 30.54 5 $ 23.10 $2.96 to $33.12 8,165 5.4 $ 8.59 7,112 $ 7.25 |
Summary of Weighted Average Assumptions Used to Estimate Fair Value of Stock Option | The following table presents the weighted average assumptions used to estimate the fair value of stock option awards granted. Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected option term (in years) 5.0 5.0 5.6 5.0 Risk-free interest rate 1.5 % 1.7 % 1.6 % 1.5 % Expected volatility 43.0 % 45.0 % 43.0 % 45.0 % Expected dividend yield — % — % — % — % Weighted average exercise price $ 27.69 $ 23.10 $ 29.38 $ 23.02 Weighted average fair value at grant date $ 14.34 $ 9.49 $ 13.74 $ 9.41 |
Performance Share Units (PSUs) [Member] | |
Summary of PSU Activity | The following table summarizes the PSU activity (in thousands, except per share data): Performance Share Units Weighted Average Grant Outstanding and non-vested as of June 30, 2015 184 $ 30.76 Forfeited (3 ) $ 30.76 Outstanding and non-vested as of September 30, 2015 181 $ 30.76 Outstanding and non-vested as of December 31, 2014 — $ — Granted 184 $ 30.76 Forfeited (3 ) $ 30.76 Outstanding and non-vested as of September 30, 2015 181 $ 30.76 |
Restricted Stock Units (RSUs) [Member] | |
Summary of RSU Activity | The following table summarizes the RSU activity (in thousands, except per share data): Restricted Stock Units Weighted Average Value Per Share Outstanding and non-vested as of June 30, 2015 1,328 $ 28.70 Granted 386 $ 31.88 Forfeited (11 ) $ 28.04 Outstanding and non-vested as of September 30, 2015 1,703 $ 29.42 Outstanding and non-vested as of December 31, 2014 372 $ 22.99 Granted 1,372 $ 31.07 Vested and shares issued (3 ) $ 18.80 Forfeited (38 ) $ 26.90 Outstanding and non-vested as of September 30, 2015 1,703 $ 29.42 |
Background and Basis of Prese31
Background and Basis of Presentation - Additional Information (Detail) $ in Thousands, shares in Millions | Aug. 28, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($)Customershares | Sep. 30, 2014USD ($)Customershares | Sep. 30, 2015USD ($)Customershares | Sep. 30, 2014USD ($)Customershares | Dec. 31, 2014USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Cash paid for acquired assets and assumed liabilities | $ 2,957,476 | $ 40,174 | |||||
Proceeds from Issuance of senior long-term debt to fund acquisition | $ 500,000 | ||||||
Unamortized debt issuance costs | $ 101,430 | $ 101,430 | $ 38,827 | ||||
Product warranty term | These product warranties extend over periods ranging from one to twenty-five years from the date of sale, depending upon the product subject to the warranty. | ||||||
Preliminary goodwill impairment charge | $ 74,400 | ||||||
Discount rate used for goodwill impairments | 10.50% | 11.00% | |||||
Asset impairment charges | $ 85,334 | $ 7,000 | $ 85,334 | $ 14,229 | |||
Amount of outstanding equity based awards not included in computation of diluted earnings per share | shares | 5.3 | 2.5 | 1.5 | 2.4 | |||
Notes Receivable [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Asset impairment charges | $ 10,900 | ||||||
Microwave Antenna Group [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Preliminary goodwill impairment charge | 74,400 | $ 7,000 | $ 7,000 | ||||
Broadband [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Asset impairment charges | $ 10,900 | $ 10,900 | $ 7,200 | ||||
Carlyle [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Ownership percentage | 32.10% | ||||||
Stock Compensation Plan [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Amount of outstanding equity based awards not included in computation of diluted earnings per share | shares | 4.4 | ||||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Anixter International Inc. [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Concentration risk percentage | 13.00% | 11.00% | 13.00% | 11.00% | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Other Customers [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Other direct customer accounted for 10% or more of the Company's total net sales | Customer | 0 | 0 | 0 | 0 | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Anixter International Inc. [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Concentration risk percentage | 10.00% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Other Customers [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Other direct customer accounted for 10% or more of the Company's total net sales | Customer | 0 | ||||||
BNS [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Cash paid for acquired assets and assumed liabilities | $ 2,957,500 | ||||||
Senior Secured Term Loan Due December 2022 and Notes Due June 2025 [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from Issuance of senior long-term debt to fund acquisition | $ 2,750,000 |
Background and Basis of Prese32
Background and Basis of Presentation - Summary of Activity in Product Warranty Accrual Included in Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Product warranty accrual, beginning of period | $ 15,194 | $ 21,795 | $ 17,054 | $ 24,838 |
Accrual assumed in BNS acquisition | 1,900 | 1,900 | ||
Provision for warranty claims | 2,054 | 2,504 | 5,968 | 7,435 |
Warranty claims paid | (3,127) | (4,776) | (8,901) | (12,750) |
Product warranty accrual, end of period | $ 16,021 | $ 19,523 | $ 16,021 | $ 19,523 |
Background and Basis of Prese33
Background and Basis of Presentation - Summary of Earnings, Weighted Average Common Shares and Potential Common Shares Outstanding (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income (loss) for basic and diluted earnings per share | $ (80,796) | $ 96,431 | $ 4,272 | $ 188,961 |
Denominator: | ||||
Weighted average shares outstanding - basic | 190,269 | 187,407 | 189,483 | 186,624 |
Dilutive effect of equity-based awards | 4,220 | 4,447 | 4,502 | |
Weighted average common shares outstanding - diluted | 190,269 | 191,627 | 193,930 | 191,126 |
Earnings (loss) per share: | ||||
Basic | $ (0.42) | $ 0.51 | $ 0.02 | $ 1.01 |
Diluted | $ (0.42) | $ 0.50 | $ 0.02 | $ 0.99 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Aug. 28, 2015USD ($) | Jul. 31, 2014USD ($)Business | Jul. 31, 2013USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||||||
Cash paid for acquired assets and assumed liabilities | $ 2,957,476,000 | $ 40,174,000 | ||||||
Net sales | $ 972,597,000 | $ 1,000,427,000 | 2,665,287,000 | 3,001,719,000 | ||||
Operating income (Loss) | (42,518,000) | 151,041,000 | 160,020,000 | 501,231,000 | ||||
Acquisition Related Costs Exclusion from Pro Forma Results Member [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination amount of proforma results excluded | 59,800,000 | 80,100,000 | ||||||
Purchase accounting charges related to mark-up of inventory included in purchase price allocation | 30,500,000 | |||||||
BNS [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total consideration transferred, amount | $ 3,021,200,000 | |||||||
Cash paid for acquired assets and assumed liabilities | 2,957,500,000 | |||||||
Business combination separately recognized transactions assets recognized | $ 17,300,000 | |||||||
Net sales | 141,100,000 | 141,100,000 | ||||||
Operating income (Loss) | $ (81,600,000) | $ (81,600,000) | ||||||
BNS [Member] | Maximum [Member] | Sales Revenue, Net [Member] | Business Unit Concentration Risk [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Concentration risk percentage | 2.00% | 2.00% | ||||||
BNS [Member] | Maximum [Member] | Assets, Total [Member] | Business Unit Concentration Risk [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Concentration risk percentage | 1.00% | |||||||
Alifabs Group [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total consideration transferred, amount | $ 48,800,000 | |||||||
Cash paid for acquired assets and assumed liabilities | $ 46,700,000 | |||||||
Net sales | $ 9,800,000 | $ 9,600,000 | $ 30,200,000 | 9,600,000 | ||||
Number of businesses acquired | Business | 2 | |||||||
Redwood Systems Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for acquired assets and assumed liabilities | $ 9,800,000 | |||||||
Estimated fair value of the contingent consideration | $ 12,400,000 | $ 0 | ||||||
Adjustment to the estimated fair value of contingent consideration | $ 12,700,000 |
Acquisitions - Purchase Price o
Acquisitions - Purchase Price of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Aug. 28, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,616,400 | $ 1,451,887 | |
BNS [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 63,700 | ||
Accounts receivable | 252,900 | ||
Inventories | 266,400 | ||
Other current assets | 40,000 | ||
Property, plant and equipment | 247,600 | ||
Goodwill | 1,242,800 | ||
Identifiable intangible assets | 1,150,000 | ||
Other noncurrent assets | 22,300 | ||
Current liabilities | (224,200) | ||
Noncurrent pension liabilities | (30,500) | ||
Other noncurrent liabilities | (27,100) | ||
Net acquisition cost | $ 3,003,900 |
Acquisitions - Summary (Prelimi
Acquisitions - Summary (Preliminary) of Valuations of Intangible Assets Acquired (Detail) $ in Millions | Aug. 28, 2015USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortizable intangible assets, Estimated Fair Value | $ 1,150 |
Customer Contracts and Relationships [Member] | BNS [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortizable intangible assets, Estimated Fair Value | $ 675 |
Amortizable intangible assets, Weighted Average Estimated Useful Life | 12 years |
Trademarks [Member] | BNS [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortizable intangible assets, Estimated Fair Value | $ 150 |
Amortizable intangible assets, Weighted Average Estimated Useful Life | 9 years |
Patents and Technologies [Member] | BNS [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortizable intangible assets, Estimated Fair Value | $ 325 |
Amortizable intangible assets, Weighted Average Estimated Useful Life | 7 years |
Acquisitions - Summary of Profo
Acquisitions - Summary of Proforma Results of Operations (Detail) - BNS [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisitions Pro Forma Information [Line Items] | ||||
Revenue | $ 1,247.3 | $ 1,503.6 | $ 3,835.8 | $ 4,476.5 |
Net income (loss) | $ (21.9) | $ 92.9 | $ 73.6 | $ 111.3 |
Net income (loss) per diluted share | $ (0.12) | $ 0.48 | $ 0.38 | $ 0.58 |
Goodwill - Goodwill by Reportab
Goodwill - Goodwill by Reportable Segment (Detail) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Goodwill [Line Items] | ||
Goodwill, gross, Beginning balance | $ 1,573,200 | |
Preliminary purchase price allocations | 1,242,800 | |
Foreign exchange | (3,900) | |
Goodwill, gross, Ending balance | 2,812,100 | |
Accumulated impairment charges, Beginning balance | (121,300) | |
Impairment | (74,400) | |
Accumulated impairment charges, Ending balance | (195,700) | |
Goodwill, net | 2,616,400 | $ 1,451,887 |
Wireless [Member] | ||
Goodwill [Line Items] | ||
Goodwill, gross, Beginning balance | 833,100 | |
Foreign exchange | (3,400) | |
Goodwill, gross, Ending balance | 829,700 | |
Accumulated impairment charges, Beginning balance | (85,100) | |
Impairment | (74,400) | |
Accumulated impairment charges, Ending balance | (159,500) | |
Goodwill, net | 670,200 | |
Enterprise [Member] | ||
Goodwill [Line Items] | ||
Goodwill, gross, Beginning balance | 653,800 | |
Goodwill, gross, Ending balance | 653,800 | |
Goodwill, net | 653,800 | |
Broadband [Member] | ||
Goodwill [Line Items] | ||
Goodwill, gross, Beginning balance | 86,300 | |
Goodwill, gross, Ending balance | 86,300 | |
Accumulated impairment charges, Beginning balance | (36,200) | |
Accumulated impairment charges, Ending balance | (36,200) | |
Goodwill, net | 50,100 | |
BNS [Member] | ||
Goodwill [Line Items] | ||
Preliminary purchase price allocations | 1,242,800 | |
Foreign exchange | (500) | |
Goodwill, gross, Ending balance | 1,242,300 | |
Goodwill, net | $ 1,242,300 |
Supplemental Financial Statem39
Supplemental Financial Statement Information - Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 125,685 | $ 90,486 |
Work in process | 141,048 | 105,739 |
Finished goods | 288,102 | 170,960 |
Inventories, net | $ 554,835 | $ 367,185 |
Supplemental Financial Statem40
Supplemental Financial Statement Information - Information Related to the Investment in Hydrogenics (Detail) - Hydrogenics [Member] - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Shares owned | 1,332 | 1,534 |
Cost basis | $ 997 | $ 1,150 |
Fair value | 10,737 | 20,392 |
Pretax unrealized gain in accumulated other comprehensive income (loss) | $ 9,740 | $ 19,242 |
Supplemental Financial Statem41
Supplemental Financial Statement Information - Summary of Information Related to Sale of Shares (Detail) - Hydrogenics [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Shares sold | 95,000 | 202,000 | 595,000 |
Proceeds received | $ 2,103 | $ 2,817 | $ 9,209 |
Pretax gain realized | $ 2,031 | $ 2,666 | $ 8,763 |
Supplemental Financial Statem42
Supplemental Financial Statement Information - Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Compensation and employee benefit liabilities | $ 120,907 | $ 122,291 | ||||
Deferred revenue | 15,883 | 25,888 | ||||
Product warranty accrual | 16,021 | $ 15,194 | 17,054 | $ 19,523 | $ 21,795 | $ 24,838 |
Accrued interest | 68,097 | 8,952 | ||||
Restructuring reserve | 17,233 | 5,657 | ||||
Income taxes payable | 31,044 | 35,302 | ||||
Accrued value-added taxes | 23,063 | 6,576 | ||||
Accrued professional fees | 20,312 | 7,147 | ||||
Other | 101,992 | 60,139 | ||||
Other Accrued Liabilities | $ 414,552 | $ 289,006 |
Supplemental Financial Statem43
Supplemental Financial Statement Information - Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | $ 1,307,619 | ||||
Other comprehensive income (loss) | $ (26,138) | $ (37,956) | (51,297) | $ (18,381) | |
Amounts reclassified from AOCI (AOCL) | (1,566) | (1,551) | (4,739) | (4,653) | |
Ending balance | 1,318,475 | 1,292,215 | 1,318,475 | 1,292,215 | |
Net AOCL, end of period | (134,845) | (44,657) | (134,845) | (44,657) | $ (83,548) |
Foreign Currency Translation [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | (98,333) | (25,089) | (80,483) | (29,072) | |
Other comprehensive income (loss) | (22,835) | (33,531) | (40,563) | (29,448) | |
Amounts reclassified from AOCL | (122) | (100) | |||
Ending balance | (121,168) | (58,620) | (121,168) | (58,620) | |
Pension and Other Postretirement Benefit Activity [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | (18,130) | (306) | (14,957) | 2,796 | |
Amounts reclassified from AOCI (AOCL) | (1,566) | (1,551) | (4,739) | (4,653) | |
Ending balance | (19,696) | (1,857) | (19,696) | (1,857) | |
Available-for-Sale Securities [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | 7,756 | 18,694 | 11,892 | ||
Other comprehensive income (loss) | (1,737) | (4,129) | (4,225) | 14,565 | |
Amounts reclassified from AOCI | 1,255 | (1,648) | 1,255 | ||
Ending balance | $ 6,019 | $ 15,820 | $ 6,019 | $ 15,820 |
Supplemental Financial Statem44
Supplemental Financial Statement Information - Cash Flow Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash paid during the period for: | ||
Income taxes, net of refunds | $ 95,909 | $ 73,647 |
Interest | $ 82,526 | $ 122,718 |
Financing - Summary of Debt (De
Financing - Summary of Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Other | $ 92 | $ 408 |
Total face value of debt | 5,461,967 | 2,714,471 |
Less: Original issue discount, net of amortization | (5,035) | (6,746) |
Less: Debt issuance costs, net of amortization | (101,430) | (38,827) |
Less: Current portion | (12,592) | (9,001) |
Total long-term debt | 5,342,910 | 2,659,897 |
6.00% Senior Notes Due June 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | 1,500,000 | |
5.00% Senior Notes Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | 650,000 | 650,000 |
5.50% Senior Notes Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | 650,000 | 650,000 |
Senior PIK Toggle Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Senior PIK toggle notes due June 2020 | 550,000 | 550,000 |
4.375% Senior Secured Notes Due June 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | 500,000 | |
Senior Secured Term Loans Due 2017, at Par [Member] | ||
Debt Instrument [Line Items] | ||
Senior secured term loans | 345,625 | |
Senior Secured Term Loans Due 2018, at Par [Member] | ||
Debt Instrument [Line Items] | ||
Senior secured term loans | 361,875 | 518,438 |
Senior Secured Term Loan Due December 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Senior secured term loans | 1,250,000 | |
Senior Secured Revolving Credit Facility Expires May 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility expires May 2020 | $ 0 | $ 0 |
Financing - Summary of Debt (Pa
Financing - Summary of Debt (Parenthetical) (Detail) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
6.00% Senior Notes Due June 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jun. 15, 2025 | |
Interest rate | 6.00% | 6.00% |
5.00% Senior Notes Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jun. 15, 2021 | |
Interest rate | 5.00% | 5.00% |
5.50% Senior Notes Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jun. 15, 2024 | |
Interest rate | 5.50% | 5.50% |
Senior PIK Toggle Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jun. 1, 2020 | |
4.375% Senior Secured Notes Due June 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jun. 15, 2020 | |
Interest rate | 4.375% | 4.375% |
Senior Secured Term Loans Due 2017, at Par [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jan. 21, 2017 | |
Senior Secured Term Loans Due 2018, at Par [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jan. 14, 2018 | |
Senior Secured Term Loan Due December 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Dec. 31, 2022 | |
Senior Secured Revolving Credit Facility Expires May 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | May 31, 2020 |
Financing - Additional Informat
Financing - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | May. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||||
Proceeds from senior notes | $ 500,000,000 | ||||||
Repayment of senior secured loan | $ 502,566,000 | $ 1,122,197,000 | |||||
Total assets | $ 7,861,206,000 | 7,861,206,000 | $ 4,917,058,000 | ||||
Total liabilities | 6,542,731,000 | 6,542,731,000 | $ 3,609,439,000 | ||||
Net sales | 972,597,000 | $ 1,000,427,000 | 2,665,287,000 | 3,001,719,000 | |||
Interest expense | 73,387,000 | 36,504,000 | 158,752,000 | 142,409,000 | |||
Long term debt | $ 4,813,000,000 | $ 4,813,000,000 | |||||
Weighted average effective interest rate | 5.46% | 5.46% | 5.38% | ||||
Asset Based Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured credit facilities | $ 400,000,000 | ||||||
Non Guarantor Subsidiaries Concentration Risk [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total assets | $ 2,989,000,000 | $ 2,989,000,000 | $ 1,089,000,000 | ||||
Total liabilities | 470,000,000 | 470,000,000 | $ 282,000,000 | ||||
Net sales | 420,000,000 | 420,000,000 | 1,173,000,000 | 1,123,000,000 | |||
Senior Payment In Kind Toggle Notes [Member] | CommScope Holding Company, Inc. [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | 9,500,000 | 9,500,000 | 28,500,000 | 28,500,000 | |||
Interest expense, Net of tax | $ 6,100,000 | $ 6,100,000 | $ 18,200,000 | $ 18,200,000 | |||
4.375% Senior Secured Notes Due June 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 4.375% | 4.375% | 4.375% | ||||
Senior notes | $ 500,000,000 | $ 500,000,000 | |||||
Maturity date | Jun. 15, 2020 | ||||||
6.00% Senior Notes Due June 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 6.00% | 6.00% | 6.00% | ||||
Senior notes | $ 1,500,000,000 | $ 1,500,000,000 | |||||
Maturity date | Jun. 15, 2025 | ||||||
Amendment [Member] | Asset Based Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Incurred costs | $ 200,000 | ||||||
Senior secured credit facilities | $ 550,000,000 | ||||||
Senior secured credit facilities, maturity date | May 31, 2020 | ||||||
Senior secured revolving credit facility outstanding amount | 0 | 0 | |||||
Senior secured credit facilities current borrowed amount | 0 | 0 | |||||
Senior secured credit facilities current borrowing capacity | 324,200,000 | $ 324,200,000 | |||||
Senior Secured Term Loan Due December 2022 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Dec. 31, 2022 | ||||||
Incurred costs | 2,900,000 | $ 29,600,000 | |||||
Senior secured term loans | 1,250,000,000 | 1,250,000,000 | |||||
Scheduled maturities per year | 12,500,000 | ||||||
Long-term Debt, Current Maturities | $ 12,500,000 | $ 12,500,000 | |||||
Term loan and reduces | 0.75% | ||||||
Discounts and issuance costs written off | $ 6,700,000 | ||||||
Senior Secured Term Loan Due December 2022 [Member] | CommScope Technologies Finance LLC and Unrestricted Subsidiary [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured term loans | 1,250,000,000 | ||||||
Original issue discount | $ 3,100,000 | ||||||
Senior Secured Term Loan Due December 2022 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Libor rate margin | 3.00% | ||||||
Senior Secured Term Loan Due December 2022 [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Libor rate margin | 2.00% | ||||||
Assets, Total [Member] | Non Guarantor Subsidiaries Concentration Risk [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Concentration risk percentage | 38.00% | 22.00% | |||||
Liabilities, Total [Member] | Non Guarantor Subsidiaries Concentration Risk [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Concentration risk percentage | 7.00% | 8.00% | |||||
Sales Revenue, Net [Member] | Non Guarantor Subsidiaries Concentration Risk [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Concentration risk percentage | 43.00% | 42.00% | 44.00% | 37.00% | |||
Senior Secured Notes [Member] | 4.375% Senior Secured Notes Due June 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 4.375% | ||||||
Senior notes | $ 500,000,000 | ||||||
Maturity date | Jun. 15, 2020 | ||||||
Debt instrument redemption price percentage | 101.00% | ||||||
Incurred costs | $ 1,500,000 | $ 8,400,000 | |||||
Senior Secured Notes [Member] | 4.375% Senior Secured Notes Due June 2020 [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price percentage | 104.375% | ||||||
Percentage of principal amount of debt redeemed | 40.00% | ||||||
Senior Secured Notes [Member] | 4.375% Senior Secured Notes Due June 2020 [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price percentage | 100.00% | ||||||
Senior Notes [Member] | 6.00% Senior Notes Due June 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price percentage | 101.00% | ||||||
Incurred costs | $ 2,800,000 | $ 35,800,000 | |||||
Senior Notes [Member] | 6.00% Senior Notes Due June 2025 [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price percentage | 100.00% | ||||||
Senior Notes [Member] | 6.00% Senior Notes Due June 2025 [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price percentage | 106.00% | ||||||
Percentage of principal amount of debt redeemed | 40.00% | ||||||
Senior Notes [Member] | 6.00% Senior Notes Due June 2025 [Member] | CommScope Technologies Finance LLC and Unrestricted Subsidiary [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 6.00% | ||||||
Senior notes | $ 1,500,000,000 | ||||||
Maturity date | Jun. 15, 2025 | ||||||
Senior Secured Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of senior secured loan | $ 502,200,000 | ||||||
Minimum [Member] | Senior Payment In Kind Toggle Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 6.625% | 6.625% | |||||
Maximum [Member] | Senior Payment In Kind Toggle Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 7.375% | 7.375% |
Financing - Scheduled Maturitie
Financing - Scheduled Maturities of Long- Term Debt (Detail) $ in Millions | Sep. 30, 2015USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
Remainder of 2015 | $ 3.2 |
2,016 | 12.5 |
2,017 | 12.5 |
2,018 | 374.4 |
2,019 | 12.5 |
Thereafter | $ 5,046.9 |
Derivatives and Hedging Activ49
Derivatives and Hedging Activities - Additional Information (Detail) - Foreign Currency Contracts [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Derivatives, Fair Value [Line Items] | |
Notional value | $ 327 |
Maximum [Member] | |
Derivatives, Fair Value [Line Items] | |
Maturities ranging | 8 months |
Derivatives and Hedging Activ50
Derivatives and Hedging Activities - Balance Sheet Location and Fair Value of the Company's Derivatives (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Foreign currency contracts | $ 1,027 | $ 1,165 |
Other Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Foreign currency contracts | (3,141) | (3,584) |
Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivatives not designated as hedging instruments | (2,114) | (2,419) |
Not Designated as Hedging Instrument [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Foreign currency contracts | 1,027 | 1,165 |
Not Designated as Hedging Instrument [Member] | Other Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Foreign currency contracts | $ (3,141) | $ (3,584) |
Derivatives and Hedging Activ51
Derivatives and Hedging Activities - Pretax Impact of Foreign Currency Forward Contracts, Both Matured and Outstanding, not Designated as Hedging Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Income (Expense), Net [Member] | Foreign Currency Contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized on Foreign Currency Forward Contracts | $ (5,871) | $ (3,500) | $ (7,035) | $ (6,836) |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amounts, Estimated Fair Values and Valuation Input Levels of the Company's Available-for-Sale Securities, Foreign Currency Contracts and Debt Instruments (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Hydrogenics [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | $ 10,737 | $ 20,392 |
Prepaid Expenses and Other Current Assets [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Foreign currency contracts | 1,027 | 1,165 |
Other Accrued Liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Foreign currency contracts | 3,141 | 3,584 |
6.00% Senior Notes Due June 2025 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 1,500,000 | |
5.00% Senior Notes Due 2021 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 650,000 | 650,000 |
5.50% Senior Notes Due 2024 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 650,000 | 650,000 |
4.375% Senior Secured Notes Due 2020 [ Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior secured debt | 500,000 | |
Senior Secured Term Loan Due June Two Thousand Twenty Two [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior secured debt | 1,250,000 | |
Senior Secured Term Loans Due 2017, at Par [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior secured debt | 345,625 | |
Senior Secured Term Loans Due 2018, at Par [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior secured debt | 361,875 | 518,438 |
Senior PIK Toggle Notes Due 2020 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior PIK toggle notes due 2020 | 550,000 | 550,000 |
Fair Value [Member] | Level 1 [Member] | Hydrogenics [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | 10,737 | 20,392 |
Fair Value [Member] | Level 2 [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Foreign currency contracts | 1,027 | 1,165 |
Fair Value [Member] | Level 2 [Member] | Other Accrued Liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Foreign currency contracts | 3,141 | 3,584 |
Fair Value [Member] | Level 2 [Member] | 6.00% Senior Notes Due June 2025 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 1,436,250 | |
Fair Value [Member] | Level 2 [Member] | 5.00% Senior Notes Due 2021 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 632,125 | 643,500 |
Fair Value [Member] | Level 2 [Member] | 5.50% Senior Notes Due 2024 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 614,250 | 640,250 |
Fair Value [Member] | Level 2 [Member] | 4.375% Senior Secured Notes Due 2020 [ Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 495,000 | |
Fair Value [Member] | Level 2 [Member] | Senior Secured Term Loan Due June Two Thousand Twenty Two [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior secured term loans | 1,249,969 | |
Fair Value [Member] | Level 2 [Member] | Senior Secured Term Loans Due 2017, at Par [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior secured term loans | 342,169 | |
Fair Value [Member] | Level 2 [Member] | Senior Secured Term Loans Due 2018, at Par [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior secured term loans | 361,187 | 513,254 |
Fair Value [Member] | Level 2 [Member] | Senior PIK Toggle Notes Due 2020 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior PIK toggle notes due 2020 | $ 561,000 | $ 566,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Preliminary goodwill impairment charge | $ 74,400 | |||
Asset impairment charges | $ 85,334 | $ 7,000 | 85,334 | $ 14,229 |
Wireless [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Preliminary goodwill impairment charge | 74,400 | |||
Asset impairment charges | 74,400 | $ 7,000 | 74,400 | 7,000 |
Wireless [Member] | Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Preliminary goodwill impairment charge | 74,400 | 74,400 | ||
Broadband [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset impairment charges | 10,900 | 10,900 | $ 7,200 | |
Notes Receivable [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset impairment charges | 10,900 | |||
Notes Receivable [Member] | Broadband [Member] | Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset impairment charges | $ 10,900 | $ 10,900 |
Segments and Geographic Infor54
Segments and Geographic Information - Additional Information (Detail) - Segment | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 4 | |||
Sales Revenue, Net [Member] | Customers Located Outside of the U.S [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 48.90% | 47.30% | 50.20% | 42.50% |
Segments and Geographic Infor55
Segments and Geographic Information - Summary of Financial Information by Reportable Segment (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||||
Total assets | $ 7,861,206 | $ 4,917,058 | ||
Cash and cash equivalents | 617,962 | 729,321 | $ 616,434 | $ 346,320 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 7,153,000 | 4,128,800 | ||
Operating Segments [Member] | Wireless [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 2,252,700 | 2,372,800 | ||
Operating Segments [Member] | Enterprise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 1,404,100 | 1,403,400 | ||
Operating Segments [Member] | Broadband [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 327,600 | 352,600 | ||
Operating Segments [Member] | BNS [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 3,168,600 | |||
Segment Reconciling Items [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Cash and cash equivalents | 618,000 | 729,300 | ||
Deferred income tax assets | $ 90,200 | $ 59,000 |
Segments and Geographic Infor56
Segments and Geographic Information - Summary of Net Sales and Operating Income, Depreciation and Amortization by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 972,597 | $ 1,000,427 | $ 2,665,287 | $ 3,001,719 |
Operating income (Loss) | (42,518) | 151,041 | 160,020 | 501,231 |
Depreciation | 15,600 | 12,400 | 38,700 | 36,200 |
Amortization | 54,287 | 44,835 | 143,697 | 133,439 |
Inter-Segment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (100) | (100) | (700) | (1,700) |
Wireless [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (Loss) | (2,200) | 113,800 | 132,400 | 420,300 |
Depreciation | 7,500 | 7,500 | 21,700 | 21,800 |
Amortization | 23,100 | 23,200 | 69,200 | 68,100 |
Wireless [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 475,300 | 633,000 | 1,486,800 | 1,985,000 |
Enterprise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (Loss) | 39,300 | 25,300 | 98,000 | 78,300 |
Depreciation | 2,700 | 2,900 | 7,900 | 8,400 |
Amortization | 17,400 | 17,300 | 52,100 | 52,100 |
Enterprise [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 227,800 | 218,000 | 661,000 | 638,000 |
Broadband [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (Loss) | 2,000 | 11,900 | 11,200 | 2,600 |
Depreciation | 1,900 | 2,000 | 5,600 | 6,000 |
Amortization | 3,800 | 4,300 | 12,400 | 13,200 |
Broadband [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 128,500 | $ 149,500 | 377,100 | $ 380,400 |
BNS [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (Loss) | (81,600) | (81,600) | ||
Depreciation | 3,500 | 3,500 | ||
Amortization | 10,000 | 10,000 | ||
BNS [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 141,100 | $ 141,100 |
Segments and Geographic Infor57
Segments and Geographic Information - Summary of Net Sales and Operating Income, Depreciation and Amortization by Reportable Segment (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Restructuring costs, net | $ 6,868 | $ 7,388 | $ 10,633 | $ 11,677 |
Asset impairment charges | 85,334 | 7,000 | 85,334 | 14,229 |
Wireless [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Transaction and integration costs | 600 | 1,700 | 10,300 | 2,900 |
Restructuring costs, net | 1,312 | 5,852 | 4,000 | 8,706 |
Asset impairment charges | 74,400 | 7,000 | 74,400 | 7,000 |
Enterprise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Transaction and integration costs | 300 | 700 | 6,000 | 1,200 |
Restructuring costs, net | (3) | (31) | (46) | 101 |
Adjustment to the estimated fair value of contingent consideration | 700 | 12,700 | ||
Broadband [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Transaction and integration costs | 200 | 300 | 6,000 | 600 |
Restructuring costs, net | 219 | $ 1,567 | 1,339 | 2,870 |
Asset impairment charges | 10,900 | 10,900 | $ 7,200 | |
BNS [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Transaction and integration costs | 59,800 | 59,800 | ||
Restructuring costs, net | 5,340 | 5,340 | ||
Purchase accounting charges related to mark up of inventory | $ 30,500 | $ 30,500 |
Segments and Geographic Infor58
Segments and Geographic Information - Summary of Sales by Geographic Region, Based on Destination of Product Shipments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 972,597 | $ 1,000,427 | $ 2,665,287 | $ 3,001,719 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 497,300 | 527,100 | 1,326,900 | 1,726,600 |
Europe, Middle East and Africa [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 196,400 | 189,600 | 533,100 | 547,600 |
Asia Pacific [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 187,000 | 181,200 | 537,400 | 470,000 |
Central and Latin America [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 65,600 | 64,400 | 197,300 | 183,500 |
Canada [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 26,300 | $ 38,100 | $ 70,600 | $ 74,000 |
Restructuring Costs - Summary o
Restructuring Costs - Summary of Company's Net Pretax Restructuring Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs, net | $ 6,868 | $ 7,388 | $ 10,633 | $ 11,677 |
Wireless [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs, net | 1,312 | 5,852 | 4,000 | 8,706 |
Enterprise [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs, net | (3) | (31) | (46) | 101 |
Broadband [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs, net | 219 | $ 1,567 | 1,339 | $ 2,870 |
BNS [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs, net | $ 5,340 | $ 5,340 |
Restructuring Costs - Activity
Restructuring Costs - Activity within Liability Established for Restructuring Actions, Included in Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Beginning balance | $ 9,302 | $ 12,065 | ||||
Additional charge recorded | 6,868 | $ 7,388 | 10,633 | $ 11,677 | ||
Liabilities assumed in BNS acquisition | 9,000 | 9,000 | ||||
Cash paid | (2,048) | (7,487) | ||||
Foreign exchange and other non-cash items | (214) | (1,303) | ||||
Ending balance | 22,908 | 22,908 | ||||
Restructuring reserve, current | $ 17,233 | $ 5,657 | ||||
Total restructuring reserve liability | 9,302 | 22,908 | 22,908 | 12,065 | ||
Other Accrued Liabilities [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve, current | 17,233 | |||||
Other Noncurrent Liabilities [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve, non-current | 5,675 | |||||
BNS [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Additional charge recorded | 5,340 | 5,340 | ||||
Liabilities assumed in BNS acquisition | 9,000 | 9,000 | ||||
Cash paid | (762) | (762) | ||||
Foreign exchange and other non-cash items | (14) | (14) | ||||
Ending balance | 13,564 | 13,564 | ||||
Total restructuring reserve liability | 13,564 | 13,564 | 13,564 | |||
BNS [Member] | Other Accrued Liabilities [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve, current | 13,564 | |||||
Employee-Related Costs [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Beginning balance | 1,707 | 3,822 | ||||
Additional charge recorded | 821 | 3,077 | ||||
Cash paid | (935) | (5,217) | ||||
Foreign exchange and other non-cash items | (89) | |||||
Ending balance | 1,593 | 1,593 | ||||
Total restructuring reserve liability | 1,707 | 1,593 | 1,593 | 3,822 | ||
Employee-Related Costs [Member] | Other Accrued Liabilities [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve, current | 1,593 | |||||
Lease Termination Costs [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Beginning balance | 7,595 | 8,243 | ||||
Additional charge recorded | 508 | 769 | ||||
Cash paid | (352) | (1,261) | ||||
Ending balance | 7,751 | 7,751 | ||||
Total restructuring reserve liability | 7,595 | 7,751 | 7,751 | $ 8,243 | ||
Lease Termination Costs [Member] | Other Accrued Liabilities [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve, current | 2,076 | |||||
Lease Termination Costs [Member] | Other Noncurrent Liabilities [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve, non-current | $ 5,675 | |||||
Fixed Asset Related Costs [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Additional charge recorded | 199 | 1,447 | ||||
Cash paid | 1 | (247) | ||||
Foreign exchange and other non-cash items | $ (200) | $ (1,200) |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 28, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | $ 6,868,000 | $ 7,388,000 | $ 10,633,000 | $ 11,677,000 | |
Employee-Related Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | 821,000 | 3,077,000 | |||
BNS [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability recognized for BNS employee-related restructuring actions | $ 9,000,000 | ||||
BNS [Member] | Employee-Related Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | 5,300,000 | 5,300,000 | |||
Minimum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Additional pretax costs expected to be incurred to complete previously announced initiatives | 1,000,000 | 1,000,000 | |||
Expected cash payments by remainder of fiscal year | 3,000,000 | 3,000,000 | |||
Additional payments between 2016 and 2022 | 20,000,000 | ||||
Maximum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Additional pretax costs expected to be incurred to complete previously announced initiatives | 2,000,000 | 2,000,000 | |||
Expected cash payments by remainder of fiscal year | $ 4,000,000 | 4,000,000 | |||
Additional payments between 2016 and 2022 | $ 21,000,000 |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Defined Benefit Pension Plan and Other Postretirement Defined Benefit Plan (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 429 | $ 115 | $ 645 | $ 344 |
Interest cost | 3,127 | 3,344 | 9,010 | 10,028 |
Recognized actuarial loss (gain) | 204 | 71 | 545 | 213 |
Expected return on plan assets | (3,814) | (3,825) | (10,778) | (11,469) |
Net periodic benefit income | (54) | (295) | (578) | (884) |
Other Postretirement Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 7 | 24 | 21 | 71 |
Interest cost | 161 | 225 | 482 | 675 |
Recognized actuarial loss (gain) | (283) | (84) | (848) | (253) |
Amortization of prior service credits | (2,457) | (2,494) | (7,372) | (7,482) |
Net periodic benefit income | $ (2,572) | $ (2,329) | $ (7,717) | $ (6,989) |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
BNS [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Noncurrent pension and postretirement benefit liabilities | $ 30.5 | $ 30.5 |
Pension and Other Postretirement Benefit Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Current contribution amount | 8.8 | 19.5 |
Additional contribution amount for remaining fiscal period | $ 1 | $ 1 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ in Millions | Aug. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Stockholders Equity [Line Items] | |||
Total unrecognized compensation costs related to non-vested stock options, restricted stock unit awards (RSUs) and performance share units (PSUs) | $ 47.5 | ||
Recognition period of unrecognized compensation costs | 1 year 8 months 12 days | ||
Share-based compensation arrangement by share-based payment award accelerated compensation cost | $ 5.3 | ||
Stock options vested and expected to vest, contractual term | 10 years | ||
Share unit award expense | $ 3.7 | $ 3.4 | |
Share unit awards outstanding | 0 | ||
BNS [Member] | |||
Stockholders Equity [Line Items] | |||
Stock options granted | 200,000 | ||
Restricted Stock Units (RSUs) [Member] | BNS [Member] | |||
Stockholders Equity [Line Items] | |||
RSU's granted | 400,000 | ||
Performance Shares [Member] | |||
Stockholders Equity [Line Items] | |||
Vesting period, year | 3 years | ||
Minimum [Member] | Restricted Stock Units (RSUs) [Member] | |||
Stockholders Equity [Line Items] | |||
Vesting period, year | 1 year | ||
Minimum [Member] | Stock Options [Member] | |||
Stockholders Equity [Line Items] | |||
Vesting period, year | 1 year | ||
Maximum [Member] | Restricted Stock Units (RSUs) [Member] | |||
Stockholders Equity [Line Items] | |||
Vesting period, year | 3 years | ||
Maximum [Member] | Stock Options [Member] | |||
Stockholders Equity [Line Items] | |||
Vesting period, year | 5 years |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) - Non Qualified Stock Option [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Beginning Balance | shares | 8,569 | 10,411 |
Shares, Granted | shares | 237 | 529 |
Shares, Exercised | shares | (637) | (2,756) |
Shares, Forfeited | shares | (4) | (19) |
Shares, Ending Balance | shares | 8,165 | 8,165 |
Shares, Exercisable Ending Balance | shares | 7,112 | 7,112 |
Shares, Expected to vest | shares | 1,050 | 1,050 |
Weighted Average Option Exercise Price Per Share, Beginning Balance | $ 7.92 | $ 7.32 |
Weighted Average Option Exercise Price Per Share, Granted | 27.69 | 29.38 |
Weighted Average Option Exercise Price Per Share, Exercised | 6.79 | 7.72 |
Weighted Average Option Exercise Price Per Share, Forfeited or expired | 5.74 | 18.46 |
Weighted Average Option Exercise Price Per Share, Ending Balance | 8.59 | 8.59 |
Weighted Average Option Exercise Price Per Share, Exercisable Ending Balance | 7.25 | 7.25 |
Weighted Average Option Exercise Price Per Share, Expected to vest | 17.60 | 17.60 |
Weighted Average Grant Date Fair Value Per Share, Granted | $ 14.34 | $ 13.74 |
Aggregate Intrinsic Value, Exercised | $ | $ 15,462 | $ 61,726 |
Aggregate Intrinsic Value, Outstanding as of September 30, 2015 | $ | 175,597 | 175,597 |
Aggregate Intrinsic Value, Exercisable at September 30, 2015 | $ | 162,016 | 162,016 |
Aggregate Intrinsic Value, Expected to vest | $ | $ 13,576 | $ 13,576 |
Stockholders' Equity - Summar66
Stockholders' Equity - Summary of Exercise Price (Detail) shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices Minimum | $ 2.96 |
Range of Exercise Prices Maximum | $ 5.35 |
Options Outstanding Shares | shares | 722 |
Weighted Average Remaining Contractual Life | 2 years 6 months |
Weighted Average Exercise Price Per Share, Options Outstanding | $ 3.70 |
Options Exercisable Shares | shares | 722 |
Weighted Average Exercise Price Per Share, Options Exercisable | $ 3.70 |
Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices Minimum | 5.36 |
Range of Exercise Prices Maximum | $ 5.67 |
Options Outstanding Shares | shares | 667 |
Weighted Average Remaining Contractual Life | 6 years 4 months 24 days |
Weighted Average Exercise Price Per Share, Options Outstanding | $ 5.57 |
Options Exercisable Shares | shares | 593 |
Weighted Average Exercise Price Per Share, Options Exercisable | $ 5.57 |
Range Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices Minimum | 5.68 |
Range of Exercise Prices Maximum | $ 8.54 |
Options Outstanding Shares | shares | 4,454 |
Weighted Average Remaining Contractual Life | 5 years 3 months 18 days |
Weighted Average Exercise Price Per Share, Options Outstanding | $ 5.74 |
Options Exercisable Shares | shares | 4,004 |
Weighted Average Exercise Price Per Share, Options Exercisable | $ 5.74 |
Range Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices Minimum | 8.55 |
Range of Exercise Prices Maximum | $ 8.90 |
Options Outstanding Shares | shares | 1,299 |
Weighted Average Remaining Contractual Life | 4 years 6 months |
Weighted Average Exercise Price Per Share, Options Outstanding | $ 8.65 |
Options Exercisable Shares | shares | 1,299 |
Weighted Average Exercise Price Per Share, Options Exercisable | $ 8.65 |
Range Five [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices Minimum | 8.91 |
Range of Exercise Prices Maximum | $ 23 |
Options Outstanding Shares | shares | 542 |
Weighted Average Remaining Contractual Life | 8 years 3 months 18 days |
Weighted Average Exercise Price Per Share, Options Outstanding | $ 22.55 |
Options Exercisable Shares | shares | 489 |
Weighted Average Exercise Price Per Share, Options Exercisable | $ 23 |
Range Six [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices Minimum | 23.01 |
Range of Exercise Prices Maximum | $ 33.12 |
Options Outstanding Shares | shares | 481 |
Weighted Average Remaining Contractual Life | 9 years 1 month 6 days |
Weighted Average Exercise Price Per Share, Options Outstanding | $ 30.54 |
Options Exercisable Shares | shares | 5 |
Weighted Average Exercise Price Per Share, Options Exercisable | $ 23.10 |
Range Seven [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices Minimum | 2.96 |
Range of Exercise Prices Maximum | $ 33.12 |
Options Outstanding Shares | shares | 8,165 |
Weighted Average Remaining Contractual Life | 5 years 4 months 24 days |
Weighted Average Exercise Price Per Share, Options Outstanding | $ 8.59 |
Options Exercisable Shares | shares | 7,112 |
Weighted Average Exercise Price Per Share, Options Exercisable | $ 7.25 |
Stockholders' Equity - Summar67
Stockholders' Equity - Summary of Weighted Average Assumptions Used to Estimate Fair Value of Stock Option (Detail) - Stock Options [Member] - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected option term (in years) | 5 years | 5 years | 5 years 7 months 6 days | 5 years |
Risk-free interest rate | 1.50% | 1.70% | 1.60% | 1.50% |
Expected volatility | 43.00% | 45.00% | 43.00% | 45.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted average exercise price | $ 27.69 | $ 23.10 | $ 29.38 | $ 23.02 |
Weighted average fair value at grant date | $ 14.34 | $ 9.49 | $ 13.74 | $ 9.41 |
Stockholders' Equity - Summar68
Stockholders' Equity - Summary of PSU Activity (Detail) - Performance Shares [Member] - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and non-vested, Beginning balance | 184 | |
Granted | 184 | |
Forfeited | (3) | (3) |
Outstanding and non-vested, Ending balance | 181 | 181 |
Outstanding and non-vested, Beginning balance | $ 30.76 | |
Weighted average fair value at grant date | $ 30.76 | |
Forfeited | 30.76 | 30.76 |
Outstanding and non-vested, Ending balance | $ 30.76 | $ 30.76 |
Stockholders' Equity - Summar69
Stockholders' Equity - Summary of RSU Activity (Detail) - Restricted Stock Units (RSUs) [Member] - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and non-vested, Beginning balance | 1,328 | 372 |
Granted | 386 | 1,372 |
Vested and shares issued | (3) | |
Forfeited | (11) | (38) |
Outstanding and non-vested, Ending balance | 1,703 | 1,703 |
Outstanding and non-vested, Beginning balance | $ 28.70 | $ 22.99 |
Weighted average fair value at grant date | 31.88 | 31.07 |
Vested and shares issued | 18.80 | |
Forfeited | 28.04 | 26.90 |
Outstanding and non-vested, Ending balance | $ 29.42 | $ 29.42 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) $ in Millions | Oct. 01, 2015USD ($) |
Subsequent Event [Member] | Airvana LP [Member] | |
Subsequent Event [Line Items] | |
Total consideration transferred, amount | $ 45 |